Edgar Filing: WELLS REAL ESTATE INVESTMENT TRUST II INC

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

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): March 9, 2009

_____________

WELLS REAL ESTATE INVESTMENT TRUST II, INC.

(Exact name of registrant specified in its charter)

_____________

Maryland	000-51262	20-0068852
(State or other jurisdiction of	(Commission File Number)	IRS Employer
incorporation or organization)		Identification No.

	6200 The Corners Parkway
	Norcross, Georgia 30092-3365
(Address of principal executive offices)

Registrant’s telephone number, including area code: (770) 449-7800

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01.

Regulation FD Disclosure

On or about March 9, 2009, the independent directors of Wells Real Estate Investment Trust II, Inc. (the “Registrant”) sent a letter to the Registrant’s stockholders advising them of certain matters relating to the Registrant’s portfolio and financial position, including some highlights as of September 30, 2008. A copy of the letter is attached as Exhibit 99.1 to this Current Report on Form 8-K. Pursuant to the rules and regulations of the Securities and Exchange Commission, such exhibit and the information set forth therein are deemed to have been furnished and shall not be deemed to be “filed” under the Securities Exchange Act of 1934.

Item 9.01.		Financial Statements and Exhibits

Exhibit
Number		Exhibit Title
99.1		Letter to Wells Real Estate Investment Trust II, Inc.’s Stockholders dated March 9, 2009

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	WELLS REAL ESTATE INVESTMENT TRUST II, INC.


Dated: March 9, 2009	By:	/s/ Douglas P. Williams

		Douglas P. Williams
		Executive Vice President

EXHIBIT INDEX


Exhibit
Number		Exhibit Title
99.1		Letter to Wells Real Estate Investment Trust II, Inc.’s Stockholders dated March 9, 2009