SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
Amendment
No. 2
To
SCHEDULE TO
Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
-------------------
WELLS REAL ESTATE INVESTMENT TRUST, INC.
(Name of Subject Company)
SUTTER OPPORTUNITY FUND 3, LLC, SUTTER CAPITAL MANAGEMENT, LLC and
ROBERT E. DIXON
(Bidders)
COMMON STOCK, PAR VALUE $.01
(Title of Class of Securities)
(CUSIP Number of Class of Securities)
-----------------------
Copy to:
Robert E. Dixon Paul J. Derenthal, Esq.
Sutter Capital Management, LLC Derenthal & Dannhauser LLP
220 Montgomery Street, Suite 2100, One Post Street, Suite 575
San Francisco, California 94104 San Francisco, CA 94104
(415) 788-1441 (415) 981-4844
(Name, Address, and Telephone Number of
Person Authorized to Receive Notices and
Communications on Behalf of Bidder)
Calculation of Filing Fee
Transaction Amount of
Valuation* Filing Fee
$7,000,000 $886.90
* For purposes of calculating the filing fee only. Assumes the purchase of
1,000,000 Shares at a purchase price equal to $7.00 per Share in cash.
[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously
paid. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
Amount Previously Paid: $886.90
Form or Registration Number: Schedule TO
Filing Party: Above listed Bidders
Date Filed: 11/15/04
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which
the statement relates:
[X] third party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going private transaction subject to Rule 13e-3
[ ] amendment to Schedule 13D under Rule 13d-2
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]
TENDER OFFER
This Tender Offer Statement on Schedule TO filed by SUTTER OPPORTUNITY FUND
3, LLC, and ROBERT E. DIXON (together, the "Purchasers") for the purchase of up
to 1,000,000 Shares of COMMON STOCK, PAR VALUE $.01 (the "Shares") in WELLS REAL
ESTATE INVESTMENT TRUST, INC., a Maryland corporation (the "Company") is hereby
amended as set forth in this amended Schedule TO. Except as expressly set forth
herein, the terms and the conditions of the Offer remain unchanged and all terms
used herein are as defined in the previously filed Schedule.
Item 12. Exhibits.
(a)(1) Revised Offer to Purchase dated November 15, 2004
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: December 15, 2004
SUTTER OPPORTUNITY FUND 3, LLC
By Sutter Capital Management, LLC, its Manager
By: /s/ ROBERT E. DIXON
-----------------------------------
Robert E. Dixon, Manager
SUTTER CAPITAL MANAGEMENT, LLC
By: /s/ ROBERT E. DIXON
-----------------------------------
Robert E. Dixon, Manager
/s/ ROBERT E. DIXON
-----------------------------------
Robert E. Dixon
2
EXHIBIT INDEX
Exhibit Description
(a)(1) Revised Offer to Purchase dated November 15, 2004