SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

SCHEDULE TO
(Amendment No. 8)

Tender Offer Statement under 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 (Issuer))

Lex-Win Acquisition LLC, The Lexington Master Limited Partnership, Lexington Realty Trust,
WRT Realty, L.P, Winthrop Realty Trust, VII Wells Holdings, L.L.C., Starwood Global
Opportunity Fund VII-A, L.P., Starwood Global Opportunity Fund VII-B, L.P., Starwood U.S.
Opportunity Fund VII-D, L.P. and Starwood U.S. Opportunity Fund VII-D-2, L.P.
(Names of Filing Persons) (Offerors)

Common Stock, par value $0.01 per share
(Title of Class of Securities)

949906101
(CUSIP Number of Class of Securities)

(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)

Calculation of Filing Fee

 

*	For purposes of the filing fee only assumes the purchase of 45,000,000 shares at a purchase price of $9.30 per share in cash.

 

x	Check the 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 number, or the Form or Schedule and the date of its filing.

 

Amount Previously Paid: $12,863

Form or Registration No.: SC TO-T and SC TO-T/A

Filing Party: Lex-Win Acquisition LLC

Date Filed:  May 25, 2007 and June 12, 2007

o	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.

o            issuer tender offer subject to Rule 13e-4.

o            going-private transaction subject to Rule 13e-3.

o            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: x

FINAL AMENDMENT TO TENDER OFFER

This Amendment No. 8 amends and supplements the Tender Offer Statement on Schedule TO filed by Lex-Win Acquisition LLC (the “Purchaser”) with the Securities and Exchange Commission (“SEC”) on May 25, 2007, as amended by Amendment No. 1 filed with the SEC on May 29, 2007, as further amended by Amendment No. 2 filed with the SEC on June 6, 2007, as further amended by Amendment No. 3 filed with the SEC on June 12, 2007, as further amended by Amendment No. 4 filed with the SEC on June 19, 2007, as further amended by Amendment No. 5 filed with the SEC on June 22, 2007 as further amended by Amendment No. 6 filed with the SEC on June 28, 2007 and as further amended by Amendment No. 7 filed with the SEC on July 12, 2007 (as amended, the “Schedule TO”), to purchase up to 45,000,000 shares of common stock (the “Shares”) in Wells Real Estate Investment Trust, Inc. (the “Company”), as set forth in the Schedule TO.

The Schedule TO is hereby amended as follows:

ITEM 7.           SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

Item 7 is hereby amended to add the following:

The total amount of funds required by the Purchaser to purchase 4,816,548.5672 Shares pursuant to the Offer, excluding related fees and expenses, was $44,793,901.67.

ITEM 8.           INTEREST IN SECURITIES OF THE SUBJECT COMPANY.

Item 6 is hereby amended to add the following:

The Offer by the Purchaser for up to 45,000,000 Shares expired 5:00 p.m., New York City time, on July 20, 2007.  Pursuant to the Offer, the Purchaser has accepted for purchase 4,816,548.5672 Shares, constituting approximately 1.0% of the outstanding Shares.  As a result, the Purchaser and its affiliates now own an aggregate of 4,840,633.5672 constituting approximately 1.0% of the outstanding Shares.

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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.

	LEX-WIN ACQUISTION LLC
	By:	The Lexington Master Limited Partnership
		Member
		By:	Lex GP-1 Trust
			General Partner
		By:	/s/ Michael L. Ashner
			Michael L. Ashner
			Chief Executive Officer
	THE LEXINGTON MASTER LIMITED PARTNERSHIP
	By:	Lex GP-1 Trust
		General Partner
		By:	/s/ Michael L. Ashner
			Michael L. Ashner
			Chief Executive Officer
	LEX GP-1 TRUST
	By:	/s/ Michael L. Ashner
		Michael L. Ashner
		Chief Executive Officer
	LEXINGTON REALTY TRUST
	By:	/s/ T. Wilson Eglin
		T. Wilson Eglin
		Chief Executive Officer
	WRT REALTY, L.P.
	By:	Winthrop Realty Trust
		General Partner
		By:	/s/ Peter Braverman
			Peter Braverman
			President

 

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	WINTHROP REALTY TRUST
	By:	/s/ Peter Braverman
		Peter Braverman
		President
	STARWOOD GLOBAL OPPORTUNITY FUND, VII-A, L.P.
	By:	SOF-VII Management, L.L.C.
		General Partner
		By:	Starwood Capital Group Global, L.L.C.
			General Manager
		By:	/s/ Jeffrey Laliberte
			Authorized Person
	STARWOOD GLOBAL OPPORTUNITY FUND, VII-B, L.P.
	By:	SOF-VII Management, L.L.C.
		General Partner
		By:	Starwood Capital Group Global, L.L.C.
			General Manager
		By:	/s/ Jeffrey Laliberte
			Authorized Person
	STARWOOD U.S. OPPORTUNITY FUND, VII-D, L.P.
	By:	SOF-VII Management, L.L.C.
		General Partner
		By:	Starwood Capital Group Global, L.L.C.
			General Manager
		By:	/s/ Jeffrey Laliberte
			Authorized Person

 

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	STARWOOD U.S. OPPORTUNITY FUND, VII-D-2, L.P.
	By:	SOF-VII Management, L.L.C.
		General Partner
		By:	Starwood Capital Group Global, L.L.C.
			General Manager
		By:	/s/ Jeffrey Laliberte
			Authorized Person
	VII WELLS HOLDINGS, L.L.C.
	By:	/s/ Jeffrey Laliberte
		Authorized Person
Dated: July 26, 2007

 

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