As filed with the Securities and Exchange Commission on March 1, 2004
Registration No. 333-107066
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-11
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
Wells Real Estate Investment Trust II, Inc.
(Exact name of registrant as specified in its charter)
6200 The Corners Parkway, Suite 250
Norcross, Georgia 30092
(770) 449-7800
(Address, including zip code, and telephone number, including area code, of the registrant’s principal executive offices)
Leo F. Wells, III
President
Wells Real Estate Investment Trust II, Inc.
6200 The Corners Parkway, Suite 250
Norcross, Georgia 30092
(770) 449-7800
(Name, address, including zip code and telephone number, including area code, of agent for service)
Copies to:
Brad S. Markoff, Esq.
M. Hill Jeffries, Esq.
Robert H. Bergdolt, Esq.
Alston & Bird LLP
One Atlantic Center
1201 West Peachtree Street
Atlanta, Georgia 30309-3424
(404) 881-7000
Approximate date of commencement of proposed sale to public: As soon as practicable after the effectiveness of the registration statement.
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. ¨
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. x
If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. ¨
Explanatory Note
This Post-Effective Amendment No. 1 to Registration Statement on Form S-11 (No. 333-107066) is filed pursuant to
Rule 462(d) solely to add certain exhibits not previously filed with respect to such Registration Statement.
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 36. Financial Statements and Exhibits
| (b) | The following exhibits are filed as part of this registration statement: |
| Ex. |
Description | |
| 1.2 | Amendment to Selected Dealer Manager Agreement (relating to Pennsylvania subscribers whose subscriptions are held in escrow) | |
| 4.6 | Amendment No. 1 to Escrow Agreement by and between the Company and SouthTrust Bank dated February 4, 2004 | |
| 10.5 | $175 Million Non-Revolving Bridge Acquisition Facility dated as of February 6, 2004 by and among Wells Operating Partnership II, L.P., the Company, Bank of America, N.A. and Banc of America Securities LLC | |
| 10.6 | Agreement of Purchase and Sale dated as of February 2, 2004 by and between The Realty Associates Fund V, L.P. and Wells Operating Partnership II, L.P. | |
| 10.7 | Lease Agreement dated January 26, 1996 by and between Cigna Investments, Inc. and Weatherford Enterra U.S., Limited Partnership (the “Lease”) | |
| 10.8 | First Amendment to the Lease dated April 11, 1996 | |
| 10.9 | Second Amendment to the Lease dated September 16, 1996 | |
| 10.10 | Third Amendment to the Lease dated July 10, 1998 | |
| 10.11 | Fourth Amendment to the Lease dated July 30, 1998 | |
| 10.12 | Fifth Amendment to the Lease dated August 13, 1999 | |
| 10.13 | Sixth Amendment to the Lease dated June 29, 2000 | |
| 10.14 | Seventh Amendment to the Lease dated October 10, 2000 | |
| 10.15 | Eighth Amendment to the Lease dated October 23, 2001 | |
| 10.16 | Ninth Amendment to the Lease dated January 1, 2003 | |
| 10.17 | Tenth Amendment to the Lease dated April 2, 2003 | |
| 10.18 | Eleventh Amendment to the Lease dated October 22, 2003 | |
| 23.1 | Consent of Ernst & Young LLP | |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-11 and has duly caused this post-effective amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on February 27, 2004.
| WELLS REAL ESTATE INVESTMENT TRUST II, INC. | ||
| By: |
/s/ Leo F. Wells, III | |
| Leo Wells, III President | ||
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated:
| Name |
Title |
Date | ||
| /s/ Leo F. Wells, III Leo F. Wells, III |
President and Director |
February 27, 2004 | ||
| /s/ Douglas P. Williams Douglas P. Williams |
Executive Vice President and Director (Principal Financial and Accounting Officer) | February 27, 2004 | ||
|
Charles R. Brown |
Director |
|||
| * Richard W. Carpenter |
Director |
February 27, 2004 | ||
| * Bud Carter |
Director |
February 27, 2004 | ||
| * Donald S. Moss |
Director |
February 27, 2004 | ||
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|
Jack M. Pinkerton |
Director |
|||
| * Walter W. Sessoms |
Director |
February 27, 2004 | ||
| * Neil H. Strickland |
Director |
February 27, 2004 | ||
|
W. Wayne Woody |
Director |
|||
| * /s/ Douglas P. Williams |
| Douglas P. Williams, as attorney-in-fact |
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