SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
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|_| Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
WELLS REAL ESTATE INVESTMENT TRUST, INC.
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(Name of Registrant as Specified in its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than Registrant)
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June 19, 2002
Dear Stockholder of Wells Real Estate Investment Trust, Inc.:
On or about May 10, 2002, we mailed to you the proxy statement (Proxy
Statement) of Wells Real Estate Investment Trust, Inc. (Wells REIT) along with
the annual report and notice of annual meeting of stockholders to be held June
26, 2002 (Stockholders' Meeting).
Proposal 3, as described in the Proxy Statement, 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.
The catalyst behind Proposal 3 was to afford the Wells REIT
acquisition team the greatest flexibility in purchasing properties in those
limited situations in which the seller of such properties requires that the
buyer utilize mortgage financing as part of the transaction terms. It was on
this basis that management of the Wells REIT originally recommended this
amendment to the Board of Directors.
Since the date we mailed the Proxy Statement to stockholders, we have
received comments from a number of our regulated institutional pension fund
investors expressing concerns about the potential impact the passage of Proposal
3 would have on their fiduciary duties and obligations.
As a result, management of the Wells REIT recommended removing Proposal
3 and, 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.
Since the votes on this proposal will not be counted at the
Stockholders' Meeting, if you have not already submitted your Proxy Card, you do
not have to vote on Proposal 3 when submitting your Proxy Card. The removal of
Proposal 3 from the Proxy Statement and the agenda of the Stockholders' Meeting
will not have any effect on Proposal 1 (election of the nine directors),
Proposal 2 (approval of an amendment to our Articles of Incorporation to
increase the authorized shares) or Proposal 4 (approval of an amendment to our
Articles of Incorporation to authorize the board of directors to increase the
authorized shares). Therefore, unless we receive a later dated Proxy Card
changing your vote on these other matters, your previous vote in favor of any of
Proposal 1, Proposal 2 or Proposal 4 will remain unchanged.
Sincerely,
/s/ Leo F. Wells, III
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Leo F. Wells, III
President