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) June 19, 2002
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Wells Real Estate Investment Trust, Inc.
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(Exact name of Wells REIT as specified in its charter)
Maryland
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(State or other jurisdiction of incorporation)
0-25739 58-2328421
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(Commission File Number) (IRS Employer Identification No.)
6200 The Corners Parkway, Suite 250, Norcross, Georgia 30092
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(Address of principal executive offices) (Zip Code)
Wells REIT's telephone number, including area code (770) 449-7800
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(Former name or former address, if changed since last report)
Item 5. Other Events
On or about May 10, 2002, Wells Real Estate Investment Trust, Inc.
("Wells REIT") mailed to its stockholders the proxy statement ("Proxy
Statement") along with the annual report and notice of annual meeting of
stockholders to be held June 26, 2002 ("Stockholders' Meeting").
Proposal 3 requested stockholder approval of certain amendments to our
Articles of Incorporation to bring them into conformity with industry practices,
which included a proposed amendment that would have eliminated a prohibition
against the Wells REIT making or investing in mortgage loans as the sole purpose
of the transaction.
In light of concerns raised by regulated institutional pension fund
investors who may be adversely affected by the potential passage of Proposal 3,
on June 19, 2002, the Board of Directors of the Wells REIT determined
that the passage of Proposal 3 was not in the best interests of the Wells REIT
and its stockholders and approved a resolution removing Proposal 3 from the
Proxy Statement and the agenda of the Stockholders' Meeting. As of the date
hereof, Proposal 3 had not received the requisite vote of stockholders for
approval.
Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits
(c) Exhibits. The following exhibit is filed with this Current Report:
Number Description
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99.1 Letter to Stockholders dated June 19, 2002 announcing the
removal of Proposal 3 from the Proxy Statement.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Wells REIT has duly caused this Current Report to be signed on its behalf by
the undersigned hereunto duly authorized.
WELLS REAL ESTATE INVESTMENT
TRUST, INC.
By: /s/ Leo F. Wells, III
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Leo F. Wells, III
President
Date: June 19, 2002
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