AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 31, 2006

Registration No. 333-125643

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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

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POST-EFFECTIVE AMENDMENT NO. 1 TO

FORM S-11

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

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Wells Real Estate Investment Trust II, Inc.

(Exact name of registrant as specified in its charter)

 

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6200 The Corners Parkway

Norcross, Georgia 30092

(770) 449-7800

(Address, including zip code, and telephone number, including area code, of the registrant’s principal executive offices)

 

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Leo F. Wells, III

President

Wells Real Estate Investment Trust II, Inc.

6200 The Corners Parkway

Norcross, Georgia 30092

(770) 449-7800

(Name, address, including zip code and telephone number, including area code, of agent for service)

 

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Copies to:

Robert H. Bergdolt, Esq.

DLA Piper Rudnick Gray Cary US LLP

4700 Six Forks Road, Suite 200

Raleigh, North Carolina 27609-5244

(919) 786-2000

 

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Approximate date of commencement of proposed sale to public: Sales under the Company’s registration statement are ongoing. This post-effective amendment is being filed pursuant to Rule 462(d) under the Securities Act and will be effective upon filing.

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 the Registration Statement on Form S-11 (No. 333-125643) is filed pursuant Rule 462(d) solely to add certain exhibits not previously filed with respect to such Registration Statement.

 

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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
23.2		Consent of Ernst & Young LLP
23.4		Consent of Frazier & Deeter, LLC
23.5		Consent of Deloitte & Touche 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 Norcross, State of Georgia, on March 31, 2006.

 

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		President and Director		March 31, 2006
Leo F. Wells, III
/s/ Douglas P. Williams		Executive Vice President and Director (Principal Financial and Accounting Officer)		March 31, 2006
Douglas P. Williams
*		Director		March 31, 2006
Charles R. Brown
*		Director		March 31, 2006
Richard W. Carpenter
*		Director		March 31, 2006
Bud Carter
*		Director		March 31, 2006
Donald S. Moss
*		Director		March 31, 2006
Jack M. Pinkerton
*		Director		March 31, 2006
Walter W. Sessoms
*		Director		March 31, 2006
Neil H. Strickland
*		Director		March 31, 2006
W. Wayne Woody

 

*		/s/ Douglas P. Williams
		Douglas P. Williams
		Douglas P. Williams, as attorney-in-fact