SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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) May 8, 2002
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Wells Real Estate Investment Trust, Inc.
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(Exact Name of Registrant as Specified in Charter)
GEORGIA 0-25739 58-2328421
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
6200 The Corners Parkway, Suite 250, Norcross, Georgia 30092
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (770) 449-7800
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(Former Name or Former Address, if Changed Since Last Report)
Item 4. Changes in Registrant's Certifying Accountant
(a) Dismissal of Independent Accountants
On May 8, 2002, the Audit Committee of the Board of Directors of Wells
Real Estate Investment Trust, Inc. ("Wells REIT") voted to recommend to the
Board of Directors to dismiss its independent public accountants, Arthur
Andersen LLP ("Arthur Andersen"), and the Board of Directors of the Wells REIT
approved the dismissal of Arthur Andersen as the independent public accountants
for the Wells REIT, effective immediately.
Arthur Andersen's reports on the consolidated financial statements of
the Wells REIT for the years ended December 31, 2001 and December 31, 2000 did
not contain an adverse opinion or disclaimer of opinion, nor were they qualified
or modified as to uncertainty, audit scope or accounting principles.
During the fiscal years ended December 31, 2001 and December, 31, 2000,
respectively, and through the date hereof, there were no disagreements with
Arthur Andersen on any matter of accounting principle or practice, financial
statement disclosure, or auditing scope or procedure which, if not resolved to
Arthur Andersen's satisfaction, would have caused Arthur Andersen to make
reference to the subject matter in connection with its report on the
consolidated financial statements of the Wells REIT for such years; and there
were no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K.
The Wells REIT provided Arthur Andersen with a copy of the foregoing
disclosures. Attached as Exhibit 16.1 hereto is a copy of Arthur Andersen's
letter dated May 8, 2002, confirming its agreement with such statements.
(b) Engagement of New Independent Accountants
While the Wells REIT has not yet engaged a new independent public
accounting firm as the principal accountant to audit the financial statements of
the Wells REIT, on May 8, 2002, the Board of Directors of the Wells REIT
approved the recommendation of the Audit Committee to engage Deloitte & Touche
LLP ("Deloitte & Touche") on an interim basis to review its quarterly reports
and to perform any other necessary or appropriate accounting services until such
time as independent public accountants are selected to audit the financial
statements of the Wells REIT. During the fiscal years ended December 31, 2001
and December 31, 2000, and through the date hereof, the Wells REIT did not
consult Deloitte & Touche with respect to the application of accounting
principles to a specified transaction, either completed or proposed, or the type
of audit opinion that might be rendered on the consolidated financial statements
of the Wells REIT, or any other matters or reportable events as set forth in
Items 304(a)(2)(i) and (ii) of Regulation S-K.
Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits
(c) Exhibits. The following exhibits are filed with this document:
Number Description
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16.1 Letter from Arthur Andersen LLP to the Securities and Exchange
Commission dated May 8, 2002, regarding change in certifying
accountant.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this Current Report to be signed on its behalf by
the undersigned hereunto duly authorized.
WELLS REAL ESTATE INVESTMENT
TRUST, INC. (Registrant)
By: /s/ Leo F. Wells, III
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Leo F. Wells, III,
President
Date: May 8, 2002