WEEKS REALTY L P
8-K, 1998-02-18
OPERATORS OF NONRESIDENTIAL BUILDINGS
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<PAGE>
 
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549


                                    FORM 8-K


                                 CURRENT REPORT
                     Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934


      Date of Report (Date of earliest event reported):  February 18, 1998


                               WEEKS REALTY, L.P.
             (Exact name of registrant as specified in its charter)

              Georgia           000-22933              58-2121388
              -------           ---------              ----------
             (State of       (Commission File        (IRS Employer
           Incorporation)        Number)           Identification No.)
                              

                    4497 Park Drive, Norcross, Georgia 30093
                    ----------------------------------------
          (Address of principal executive offices, including zip code)


                                 (770) 923-4076
                                 --------------
              (Registrant's telephone number, including area code)
<PAGE>
 
ITEM 5.  OTHER EVENTS


Statement of Financial Accounting Standards ("SFAS") 128, "Earnings Per Share,"
was issued requiring a new method for computing earnings per share.  SFAS 128 is
effective for financial statements issued after December 15, 1997 and requires a
restatement of prior period earnings per share data and additional disclosures
regarding the details of the computation of both basic and diluted earnings per
share as set forth in SFAS 128.  Weeks Realty, L.P. (the "Operating
Partnership") has provided, in an exhibit to this Form 8-K, restated earnings
per unit for the Operating Partnership's financial statements included in its
Form 10/A dated and filed on October 1, 1997 and the Operating Partnership's
Quarterly Report on Form 10-Q for the quarter ended September 30, 1997.

                                       2
<PAGE>
 
ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

     (c)  Exhibits

       Exhibit No.       Description
- --------------------------------------------------------------------------------
          99.1           Earnings per unit -- restated for Statement of
                         Financial Accounting Standards No. 128



                                  SIGNATURES
                                        

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.



                               WEEKS REALTY, L.P.
                               Registrant


                               By:  Weeks GP Holdings, Inc.,
                                    general partner


Date:  February 18, 1998       /s/ David P. Stockert
                               -------------------------------------------------
                               David P. Stockert
                               Senior Vice President and
                               Chief Financial Officer

                                       3
<PAGE>
 
                               INDEX TO EXHIBITS

Exhibit     Description                                     Page
- -------     -----------                                     ----
  99.1      Earnings per unit -- restated for Statement 
            of Financial Accounting Standards No. 128         5
            

                                       4

<PAGE>
 
                                                                    EXHIBIT 99.1


                 Earnings Per Unit -- Restated for Statement of
                     Financial Accounting Standards No. 128


The table below contains earnings per unit data as restated under the provisions
of Statement of Financial Accounting Standards ("SFAS") 128.  This data restates
the Operating Partnership's selected financial data included in its Form 10/A,
Item 2 for the periods detailed below.

<TABLE>
<CAPTION>
                                      Six months      Six months         Year             Year
                                         ended           ended           ended            ended          Aug. 24 to
                                    June 30, 1997    June 30, 1996    Dec. 31, 1996    Dec. 31, 1995    Dec. 31, 1994
                                    -------------    -------------    -------------    -------------    -------------
<S>                                 <C>              <C>              <C>              <C>              <C>
Per Unit Data:
 Income before extraordinary
  loss -- basic                         $0.59            $0.56            $1.11            $1.03            $0.36
 Income before extraordinary 
  loss -- diluted                       $0.59            $0.55            $1.10            $1.03            $0.36
 
 Net income -- basic                    $0.59            $0.56            $1.11            $1.03            $0.10
 Net income -- diluted                  $0.59            $0.55            $1.10            $1.03            $0.10
</TABLE>

Earnings per unit data for periods prior to August 24, 1994, the date the
Operating Partnership's majority owner, Weeks Corporation, completed its initial
public offering, are not relevant as prior to this date the Operating
Partnership's predecessor represented a combination of partnerships and
corporations under common control.


The table below contains restated earnings per unit data under SFAS 128
applicable to the Company's unaudited quarterly financial information included
in footnote 18 to the Operating Partnership's financial statements for the year
ended December 31, 1996 included in its Form 10/A.
 
                                    First   Second    Third   Fourth
                                   Quarter  Quarter  Quarter  Quarter
                                   -------  -------  -------  -------
1996
 Net income per unit -- basic        $0.28    $0.28    $0.27    $0.28
 Net income per unit -- diluted      $0.28    $0.28    $0.27    $0.28
 
1995
 Net income per unit -- basic        $0.27    $0.28    $0.25    $0.24
 Net income per unit -- diluted      $0.27    $0.27    $0.25    $0.24

                                       1
<PAGE>
 
The table below presents additional required disclosures regarding the
computation of basic and diluted earnings per unit under SFAS 128 for the
periods detailed and included in the Operating Partnership's Form 10/A for the
year ended December 31, 1996.

<TABLE>
<CAPTION>
                                      Six months      Six months         Year             Year
                                         ended           ended           ended            ended          Aug. 24 to
                                    June 30, 1997    June 30, 1996    Dec. 31, 1996    Dec. 31, 1995    Dec. 31, 1994
                                    -------------    -------------    -------------    -------------    -------------
<S>                                 <C>              <C>              <C>              <C>              <C>
Computation of Earnings Per Unit:
 Income before extraordinary loss --
  basic and diluted                    $11,756           $7,619           $15,809          $11,107          $3,734
- ---------------------------------------------------------------------------------------------------------------------
 Net income -- basic and diluted       $11,756           $7,619           $15,809          $11,107          $1,067
- ---------------------------------------------------------------------------------------------------------------------
 Weighted average units -- basic        19,791           13,723            14,280           10,760          10,268
 Dilutive securities -- stock options      217               65               106               72              18
- --------------------------------------------------------------------------------------------------------------------- 
 Weighted average units -- diluted      20,008           13,788            14,386           10,832          10,286
- ---------------------------------------------------------------------------------------------------------------------
Earnings Per Unit Data:
 Income before extraordinary loss --
  basic                                  $0.59            $0.56             $1.11            $1.03           $0.36
 Income before extraordinary loss --
  diluted                                $0.59            $0.55             $1.10            $1.03           $0.36

 Net income -- basic                     $0.59            $0.56             $1.11            $1.03           $0.10
 Net income -- diluted                   $0.59            $0.55             $1.10            $1.03           $0.10

</TABLE>

Basic earnings per unit were computed by dividing net income -- basic by the
weighted average number of common units -- basic during the period.  Diluted
earnings per unit were computed by dividing net  income -- diluted by the
weighted average units -- diluted during the period.  Diluted earnings per unit
was determined based on the dilutive effect of stock options outstanding during
the period.

                                       2
<PAGE>
 
The table below presents earnings per unit data as restated under the provisions
of SFAS 128 and the additional disclosures required under SFAS 128 for the
period ended September 30, 1997 and 1996 included in the Operating Partnership's
Quarterly Report on Form 10-Q.

                                         Three months      Nine months
                                            ended             ended
                                           Sept. 30         Sept. 30
                                           --------         --------
Computation of Earnings Per Unit Data:
1997
 Net income -- basic and diluted            $7,451           $19,206
- -------------------------------------------------------------------------
 Weighted average units -- basic            22,834            20,816
 Dilutive securities -- stock options          183               202
- ------------------------------------------------------------------------- 
 Weighted average units -- diluted          23,017            21,018
- ------------------------------------------------------------------------- 
1996
 Net income -- basic and diluted            $3,731           $11,350
- ------------------------------------------------------------------------- 
 Weighted average units -- basic            13,741            13,729
 Dilutive securities -- stock options          119                84
- ------------------------------------------------------------------------- 
 Weighted average units -- diluted          13,860            13,813
- ------------------------------------------------------------------------- 
Earnings Per Unit Data:
1997
 Net income per unit -- basic              $  0.33           $  0.92
 Net income per unit -- diluted            $  0.32           $  0.91
 
1996
 Net income per unit -- basic              $  0.27           $  0.83
 Net income per unit -- diluted            $  0.27           $  0.82

Basic earnings per unit were computed by dividing net income -- basic by the
weighted average number of common units outstanding -- basic during the period.
Diluted earnings per unit were computed by dividing net  income -- diluted by
the weighted average units -- diluted during the period.  Diluted earnings per
unit was determined based on the dilutive effect of stock options outstanding
during the period.

                                       3


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