<PAGE> 1
U.S. Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-KSB/A
AMENDMENT NO. 1
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31,1996
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
--------- --------
(Commission File No. 0-28048)
ROBERTS REALTY INVESTORS, INC.
(Name of small business issuer in its charter)
GEORGIA 58-2122873
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
8010 ROSWELL ROAD, SUITE 120, ATLANTA, GEORGIA 30350
(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (770) 394-6000
Securities registered under Section 12(b) of the Act: NONE
Title of each class: Name of each exchange on which registered:
N/A N/A
Securities registered under Section 12(g) of the Exchange Act:
COMMON STOCK
(Title of Class)
(Title of Class)
Check whether the issuer (1) filed all reports required to filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes X No
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Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB. [X]
State issuer's revenues for its most recent fiscal year. $15,197,000
State the aggregate market value of the voting stock held by
non-affiliates computed by reference to the price at which the stock was sold,
or the average bid and asked prices of such stock, as of a specified date
within the past 60 days. (See definition of affiliate in Rule 12b-2 of the
Exchange Act.) $34,878,300
Note: If determining whether a person is an affiliate will involve an
unreasonable effort and expense, the issuer may calculate the aggregate market
value of the common equity held by non-affiliates on the basis of reasonable
assumptions, if the assumptions are stated.
There is no active trading market for the Common Stock, and this calculation is
based upon an estimation of value of the Common Stock by the Company's
management. The Company can give no assurances that such estimated value is
correct.
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PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.
The registrant hereby amends its annual report on Form 10-KSB by deleting
the text under Item 9 and replacing it with the following:
Charles S. Roberts, age 50, is Chairman of the Board, Chief Executive
Officer and President of the Company. Mr. Roberts owns, directly or
indirectly, all of the outstanding stock of, and is the president and sole
director of, Roberts Properties, Inc. and Roberts Properties Construction, Inc.
Mr. Roberts also owned substantially all of the outstanding interests in
Roberts Properties Management, L.L.C. until its acquisition by Roberts
Properties Residential, L.P. on April 1, 1997.
In October 1970 Mr. Roberts established Roberts Properties, Inc. to
develop, construct and manage real estate. Beginning in 1985, Mr. Roberts and
his affiliates began to focus on developing upscale multifamily residential
communities and have won numerous local, regional and national awards for the
development of these communities. Mr. Roberts is a frequent national speaker
on the topic of developing upscale multifamily housing and has been recognized
as a leader in this industry. In April 1995, Roberts Properties Management,
Inc. was recognized as the Property Management Company of the Year by the
National Association of Home Builders' National Council of the Multifamily
Industry. Through March 31, 1997, entities affiliated with Mr. Roberts
sponsored 54 different programs, raising approximately $89,000,000 in equity
and having an aggregate total capitalization of approximately $230,000,000.
These programs consisted of multifamily residential communities with 2,918
units; approximately 277,307 square feet of other income producing real estate,
principally shopping centers and office buildings; and nine parcels of
undeveloped land.
James M. Goodrich, age 56, a Director of the Company, is a consulting
engineer and private investor. In 1975 Dr. Goodrich founded Energy Management
Associates, which provides operations and financial planning software and
related consulting services to the electric and gas utility industries. Dr.
Goodrich was Executive Vice President of Energy Management Associates from 1975
until October 1993 and was a member of its board of directors until 1992, when
it was sold to Electronic Data Systems Corporation. Prior to his experience
with Energy Management Associates, Dr. Goodrich served in the United States
Navy for five years as an officer on the staff of Admiral Hyman Rickover; this
position involved technical support of the design and development of nuclear
power plants for the Navy. Dr. Goodrich holds a Ph.D. in Nuclear Engineering,
a master's degree in Engineering-Economic Systems, and a bachelor of arts
degree, all from Stanford University. He also holds a master's degree in
Engineering Science from George Washington University. Dr. Goodrich has
appeared as an expert witness before numerous state public utility commissions,
the Federal Energy Regulatory Commission, federal courts and arbitration
panels.
Ben A. Spalding, age 62, a Director of the Company, is the sole
shareholder of Spalding & Company, an NASD member broker-dealer that has served
since its founding by Mr. Spalding in 1980 as the exclusive broker-dealer for
limited partnerships sponsored by Mr. Roberts. Mr. Spalding served as
President of Spalding & Company from 1980 until 1994; he is presently a
registered associate of Spalding & Company. For the 20 year period through
1983, Mr. Spalding served in several positions with Johnson & Johnson in the
health care field, most recently as Healthcare Division Sales Manager for
several states in the Southeast. Mr. Spalding has a bachelor's degree in
Business Administration from Bellarmine College. He has served in numerous
positions with civic and charitable organizations, including serving as a
National Trustee of the Cystic Fibrosis Foundation and a member of the Board of
Trustees of the Metro-Atlanta
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Crime Commission. He received the Cystic Fibrosis Dick Goldschmidt Award in
1986 for his efforts on behalf of the Cystic Fibrosis Foundation.
George W. Wray, Jr., age 60, a Director of the Company, is a private
investor and Senior Partner of the Wray Partnership, a family investment group.
He was employed with International Silver Company from the early 1960s to July
1993, most recently as a Vice President engaged in sales management for the
eastern United States. Since the July 1993 acquisition of International Silver
Company by World Crisa Corporation, a division of Vitro S.A., Mr. Wray has been
an independent sales agent for the successor organization. Mr. Wray has also
served as a Vice President of Spalding & Company, an NASD registered
broker-dealer, since 1991 and has been a registered associate of Spalding &
Company since 1983. Mr. Wray holds a bachelor's degree in Industrial Relations
from the University of North Carolina at Chapel Hill. Mr. Wray also serves as
an elder of the Peachtree Presbyterian Church in Atlanta.
Dennis H. James, age 50, a Director of the Company, is President and
Director of Shoptaw-James, Inc., one of the largest privately owned commercial
mortgage banking firms in the Southeast. Mr. James has over 25 years'
experience in the mortgage banking industry and has been involved in the
production of income property straight debt loans, participating mortgages,
debt/equity joint ventures and sales. As President of Shoptaw-James, Inc., he
is responsible for the overall production of the company and its investor
relationships, while sharing in its extended planning and management. He is a
director of Main America Capital, which specializes in financing small income
property mortgages; he is a trustee on the Alexander Tharpe Board, the
fund-raising organization of the Georgia Tech Athletic Association that funds
all scholarships for student athletes at Georgia Tech; and he serves on the
Allstate Life Insurance Company Correspondent Advisory Council. Mr. James has
a bachelor's degree in Industrial Management from Georgia Tech, and his
professional education includes attendance at numerous real estate institutes.
Wm. Jarell Jones, age 48, a Director of the Company, is an attorney and
has practiced law with the firm of Wm. Jarell Jones, P.C., in Statesboro,
Georgia since November 1993. Mr. Jones is also a Certified Public Accountant,
and in 1976 he formed the public accounting firm of Jones & Kolb in Atlanta,
Georgia and served as Senior Tax Partner and Co-Managing Partner until December
1988. In January 1989, Mr. Jones became a general partner of Simpson Seacoast,
which along with its affiliates managed and developed real estate and operated
a real estate brokerage and an NASD-member securities firm. In 1990 Mr. Jones
moved to Statesboro and practiced law with the firm of Edenfield, Stone & Cox
until November 1992 and then with the firm of Jones & Rutledge from November
1992 until November 1993. Mr. Jones is Vice Chairman and a director of the
Downtown Statesboro Development Authority.
Charles R. Elliott, age 43, has served as the Company's Secretary and
Treasurer since its inception in July 1994 and as its Chief Financial Officer
since April 1995. Mr. Elliott served as a Director of the Company from October
1994 to February 1995. He worked for Hunneman Real Estate Corporation in
Boston, Massachusetts from 1979 to 1993, most recently as a Senior
Vice-President of Accounting and Finance. Mr. Elliott joined Roberts
Properties in August 1993 as Chief Financial Officer and served in that role
until April 1995. He holds an undergraduate degree in Accounting and a
master's degree in Finance.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's directors and executive officers and
persons who own beneficially more than 10% of the Company's outstanding Common
Stock to file with the Securities and Exchange Commission (the "SEC") initial
reports of ownership and reports of changes in their ownership of the Company's
Common Stock. Directors, executive officers and greater than 10% shareholders
are required by SEC regulations to furnish the Company with copies of the forms
they file. To the Company's knowledge, based solely on a review of the copies
of such reports furnished to the Company, during the fiscal year ended December
31, 1996, its
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directors, executive officers and greater than 10% shareholders complied with
all applicable Section 16(a) filing requirements.
ITEM 10. EXECUTIVE COMPENSATION.
The registrant hereby amends its annual report on Form 10-KSB by deleting
the text under Item 10 and replacing it with the following:
COMPENSATION OF EXECUTIVE OFFICERS
The executive officers of the Company are Mr. Charles S. Roberts, the
Company's Chairman of the Board, Chief Executive Officer and President, and Mr.
Charles R. Elliott, the Company's Secretary and Treasurer since its inception
and its Chief Financial Officer since April 1995.
The following table sets forth certain information regarding
compensation.
<TABLE>
<CAPTION>
Annual Compensation
-------------------
Name and Principal Position Year Salary ($) Bonus ($)
- --------------------------- ---- ---------- ---------
<S> <C> <C> <C>
Charles S. Roberts 1994 $18,750(1) $ 0
Chairman of the Board, Chief Executive 1995 $75,000 $ 0
Officer, and President 1996 $75,000 $ 0
Charles R. Elliott 1994 - -
Secretary, Treasurer and 1995 $45,000(2) $ 0
Chief Financial Officer 1996 $75,000 $28,750
</TABLE>
- --------------------
(1) The Company paid no salaries from its inception on July 22, 1994 through
September 30, 1994, and the amount shown was paid in the period October 1, 1994
through December 1, 1994.
(2) Mr. Elliott's employment as Chief Financial Officer commenced on April 1,
1995, and the amount shown is for the period April 1, 1995 through December 31,
1995. He received no other compensation from the Company in 1995.
The Company is not a party to any employment agreements.
COMPENSATION OF DIRECTORS
The Company pays its Directors who are not officers of the Company fees
for their services as Directors. These Directors (presently Messrs. Spalding,
Goodrich, James, Jones and Wray) receive a fee of $750 for attendance (in person
or by telephone) at each meeting of the Board of Directors. Officers of the
Company who are Directors (presently Mr. Roberts) are not paid any Director
fees. In addition, the Company reimburses its Directors for reasonable travel
expenses and out-of-pocket expenses incurred in connection with their activities
on behalf of the Company.
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ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The registrant hereby amends its annual report on Form 10-KSB by deleting
the text under Item 11 and replacing it with the following:
The following table sets forth the beneficial ownership of units of
partnership interest ("Units") in Roberts Properties Residential, L.P. (the
"Operating Partnership") and shares of the Company's Common Stock ("Shares"),
as of April 10, 1997 for (i) each person who holds more than a 5% interest in
the Operating Partnership or the Company, (ii) Directors of the Company, (iii)
the executive officers of the Company, and (iv) the Directors and executive
officers of the Company as a group. Unless otherwise indicated in the
footnotes, all of such interests are owned directly, and the indicated person
or entity has sole voting and investment power. (Addresses are provided only
for 5% owners.)
<TABLE>
<CAPTION>
Percent
Number of Units Percent Number of Shares Percent of All
Name of Beneficially of All Beneficially of Shares
Beneficial Owner Owned Units(1) Owned Shares(2) & Units(3)
- ----------------------- --------------- -------- ---------------- --------- ----------
<S> <C> <C> <C> <C> <C>
Charles S. Roberts(4)
8010 Roswell Road
Suite 120
Atlanta, Georgia 30350 715,873 9.5% 443,285 10.6% 15.4%
George W. Wray, Jr.(5) 178,316 2.4% 153,252 3.7% 4.4%
James M. Goodrich(6) 162,049 2.1% 81,419 1.9% 3.2%
Ben A. Spalding(7) 14,655 * 2,957 * *
Dennis H. James - - 12,096 * *
Wm. Jarell Jones - - 2,917 * *
Charles R. Elliott - - 5,017 * *
All Directors and
Executive Officers as
a Group: (7
persons)(8) 1,070,893 14.2% 700,943 16.7% 23.5%
</TABLE>
- ----------------------------------
*Less than 1%.
(1) Represents the number of Units held by the person as a percentage of the
total number of Units outstanding (7,549,759 Units) assuming none of the Units
is redeemed for Shares. Units are not presently redeemable, and the timing of
when the Units will become redeemable is uncertain. Redemption of Units is
subject to certain conditions. Among other restrictions, Units cannot be
redeemed if the redemption would cause the holder to violate the limitations on
ownership contained in the Company's Articles of Incorporation.
(2) Represents the number of Shares held by the person as a percentage of the
total number of Shares outstanding (4,186,329 Shares) assuming none of the
Units is redeemed for Shares.
(3) Assumes that all Units held by the person are redeemed for Shares. The
total number of Shares outstanding used in calculating this percentage
(7,549,759 Shares) assumes that all of the Units held by other persons (other
than the 4,186,329 Units held by the Company, which are not redeemable) are
redeemed for Shares.
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(4) Includes: 686,373 Units and 440,841 Shares owned directly by Mr. Roberts;
2,444 Shares owned by Roberts Properties, Inc., all of the outstanding shares of
which are owned by Mr. Roberts; and 29,500 Units owned by a trust for his minor
daughter of which he is the sole trustee.
(5) Includes: 20,781 Units owned directly by Mr. Wray; 154,618 Units and
153,252 Shares owned by a partnership, over which Units and Shares Mr. Wray has
voting and investment power as the managing partner of such partnership; and
2,917 Units owned jointly with his daughter, over which Units he shares voting
and investment power. Does not include 8,497 Units and 15,678 Shares owned by
his wife and 5,058 Shares owned by a trust of which his wife is a co-trustee,
with respect to which Units and Shares Mr. Wray disclaims beneficial ownership.
(6) Includes: 14,787 Shares owned directly by Mr. Goodrich; 57,571 Units and
66,632 Shares owned jointly by Mr. Goodrich and Mrs. Penelope Goodrich, his
wife; and 104,478 Units owned by Goodrich Enterprises, Inc., all of the
outstanding shares of which are owned by Mr. and Mrs. Goodrich and by certain
trusts of which Mrs. Goodrich is trustee. Does not include 6,835 Units and
21,379 Shares owned by a trust for the benefit of one son of Mr. and Mrs.
Goodrich and of which Mrs. Goodrich is trustee and 6,835 Units and 23,379
Shares owned by a trust for the benefit of another son of Mr. and Mrs. Goodrich
and of which Mrs. Goodrich is trustee, with respect to which Units and Shares
Mr. Goodrich disclaims beneficial ownership.
(7) Excludes 2,917 Units owned by Mr. Spalding's wife, and 24,401 Units and
7,564 Shares owned by partnerships of which Mr. Spalding's wife is the managing
partner; Mr. Spalding disclaims beneficial ownership of all such Units and
Shares.
(8) Includes 60,488 Units and 66,632 Shares as to which directors share voting
and investment power with another family member; does not include an aggregate
of 49,485 Units and 73,058 Shares beneficially owned by three directors' wives,
as to which Units and Shares such directors disclaim beneficial ownership.
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ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The registrant hereby amends its annual report on Form 10-KSB by deleting
the text under Item 12 and replacing it with the following:
GENERAL
The Company conducts its business through Roberts Properties Residential,
L.P., owns a 55.4% interest in it, and is its sole general partner. Roberts
Properties, Roberts Construction, Roberts Group, and, with reference to any
period prior to April 1, 1997, Roberts Management are sometimes hereinafter
collectively referred to as the "Roberts Companies." Mr. Roberts, the Chairman
of the Board, Chief Executive Officer and President of the Company, founded the
Company in July 1994. Mr. Roberts owns, directly or indirectly, substantially
all of the outstanding equity interests of the Roberts Companies.
The transactions and relationships summarized below are of not only the
Company and the Operating Partnership but also of the following limited
partnerships sponsored by Mr. Charles S. Roberts that were merged into the
Company and the Operating Partnership as of October 1, 1994: Roberts Properties
River Oaks, L.P. ("River Oaks, L.P."); Roberts Properties Rosewood Plantation,
L.P. ("Rosewood Plantation, L.P."); Roberts Properties Preston Oaks, L.P.
("Preston Oaks, L.P."); and Roberts Properties Highland Park, L.P. ("Highland
Park, L.P.") (the foregoing partnerships are sometimes collectively referred to
hereinafter as the "Community Partnerships" and individually as a "Community
Partnership"). Note 7 to the consolidated financial statements of the Company
included in this report on Form 10-KSB provides further detail regarding
certain of the transactions described in this section.
GUARANTEES BY MR. CHARLES S. ROBERTS
Since January 1, 1992, Mr. Roberts has personally guaranteed mortgage
loans secured by certain of the Company's multifamily residential communities
(the "Communities," which are sometimes referred to herein by name). The
aggregate outstanding principal face amount of new loan guarantees by Mr.
Roberts was approximately $7,389,000 during 1992, $5,055,000 during 1993,
$4,065,000 during 1994, $14,156,000 during 1995, and $171,000 in 1996. In the
ordinary course of acquiring, developing, constructing and refinancing
Communities, the loans personally guaranteed pursuant to these guarantees and
other guarantees previously extended remained subject to further modification,
extension, exculpation and repayment, with the result that the liability of Mr.
Roberts under certain of these guarantees was modified, extended, or reduced;
currently, no mortgage loans secured by any of the Communities are personally
guaranteed by Mr. Roberts. As a result of a Community's meeting certain
construction and leasing milestones, Mr. Roberts was released from a personal
guarantee of $9,008,000 in 1994. The aggregate principal face amount of loans
secured by the Communities and guaranteed by Mr. Roberts that were refinanced
with nonrecourse loans (thereby eliminating the guarantees of such loans) was
approximately $0 during 1992, $0 during 1993, $6,298,000 during 1994, $8,509,000
during 1995, and $8,049,000 during 1996. In May 1994 the Rosewood Plantation
loan was refinanced, and Mr. Roberts was released from his personal guarantee of
the construction loan. To obtain the lender's consent to the October 1994
consolidation, however, Mr. Roberts was required to personally guarantee such
loan again in the approximate amount of $6,626,000 until the Preston Oaks and
Highland Park Communities were completed and attained certain occupancy and
lease-up levels. (Mr. Roberts was released from such guaranty in March 1996
after these requirements were met.)
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PAYMENTS TO THE ROBERTS COMPANIES FOR SERVICES
Overview. The Operating Partnership and the Community Partnerships have
paid substantial fees to the Roberts Companies for various types of services,
and the Operating Partnership will continue to do so in the future. These
various arrangements are summarized below.
Construction Contracts. From January 1, 1992 through December 31, 1996,
the Community Partnerships and the Operating Partnership have paid and will be
obligated to pay Roberts Construction the following amounts:
<TABLE>
<CAPTION>
Remaining Contractual
Total Contract Amount Amount Incurred Commitment
- --------------------- --------------- ---------------------
<S> <C> <C>
$52,643,000 $38,830,000 $13,813,000
</TABLE>
In addition, certain of the Community Partnerships or the Operating Partnership
have paid or will pay Roberts Construction for purchases made on their behalf
and for additional features added or built on their Communities that are not
part of the original construction contracts. These amounts aggregated $0
during 1992, $463,000 during 1993, $282,000 during 1994, $538,000 during 1995,
and $2,250,000 during 1996. (Roberts Construction typically estimates that it
will earn a profit of 5% of the construction contract amount on contracts with
affiliates of Mr. Roberts.) Included in the remaining contractual commitment
amount are the following fixed price construction contracts that have been or
will be entered into between the Operating Partnership and Roberts Construction
that relate to construction work in process orto be completed:
<TABLE>
<CAPTION>
Fixed Estimated Profit to Percentage of
Construction Project Price Roberts Construction Contract Price
- -------------------- ---------- -------------------- --------------
<S> <C> <C> <C>
Howell Ferry Community $8,829,000 $250,000 2.8%
Second Phase of Plantation Trace Community $3,157,000 $158,000 5.0%
Second Phase of Crestmark Community $3,795,000 $110,000 2.9%
</TABLE>
Development Fees. The Community Partnerships and the Operating Partnership
have paid the Roberts Companies for various services. These fees include
organization, loan acquisition and financial advisory fees; market study and
business plan fees; design and development fees; construction administration
fees; partnership administration fees; property management systems fees; and
finish selection and interior design fees. These fees totaled $360,000 in
1992, $1,110,000 in 1993, $1,530,000 in 1994, $0 in 1995, and $430,000 in
1996. The Operating Partnership will pay Roberts Properties: (a) $735,000 in
fees for design, development, finish selection, interior design, and
construction administration services in connection with the development and
construction of Howell Ferry; and (b) $255,000 in fees for design and
development services in connection with the development and construction of the
second phase of Plantation Trace.
Property Management Fees. Prior to its acquisition by the Operating
Partnership in April 1997 as described below, Roberts Management provided
management services to the Community Partnerships and to the Operating
Partnership. Prior to the October 1994 consolidation, Roberts Management
typically charged a fee of 6% of gross income, plus annual incentive management
fees equal to 15% of the amount by which net operating income exceeded
forecasted amounts (provided that Highland Park, L.P.was not required to pay an
incentive management fee). Upon the October 1994 consolidation and upon each
of the other mergers of limited partnerships into the Operating Partnership,
the management contracts were amended (a) to provide for a fee of 5% of gross
income, (b) to eliminate the incentive management fees (if applicable), and (c)
to provide for a five-year term from the date of the applicable merger. Total
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management fees paid to Roberts Management by the Community Partnerships and
the Operating Partnership were $29,000 during 1992, $130,000 during 1993,
$202,000 during 1994, $347,000 during 1995, and $760,000 during 1996. Shortly
after the merger of The Crestmark Club, L.P. ("Crestmark, L.P.") into the
Operating Partnership in June 1996, the Operating Partnership paid $28,000 to
an affiliate of Mr. Roberts in reimbursement of management-related costs
previously incurred by Crestmark, L.P.
Consulting Fees. Various Roberts Companies entered into contracts with
the Community Partnerships (and certain other limited partnerships that have
been merged into the Operating Partnership) to provide consulting services in
the event of a sale of the applicable Community. As amended, these consulting
contracts cover the following properties: River Oaks, Highland Park, Ivey Brook
(formerly known as Holcomb Bridge), Windsong, Crestmark, Rosewood Plantation,
Preston Oaks, Bentley Place, Plantation Trace, and the Shoppes of Plantation.
The fee for such services is specified as 5% of the gross sales proceeds of the
property sold (except 6% in the case of Plantation Trace and the Shoppes of
Plantation and 3% in the case of Bentley Place and Windsong). In the October
1994 consolidation and upon each of the mergers with the other limited
partnerships, the Operating Partnership assumed such contracts, which in each
instance were amended to provide that a payment would be triggered upon a
"change in control" of the Company or the Operating Partnership, which is
defined as (i) any transaction, whether by merger, consolidation, asset sale or
otherwise which results in the acquisition of beneficial ownership by any
person or group of 50% or more of the outstanding Shares or of the outstanding
Units in the Operating Partnership, (ii) sale of all or substantially all of
the assets of the Company or the Operating Partnership, or (iii) the
liquidation of the Company or the Operating Partnership. Notwithstanding the
foregoing, a "change in control" will not be deemed to have occurred in the
event of the sale of the Operating Partnership's assets to the Company or the
merger of the Operating Partnership into the Company if no change in control of
the Company occurs as a result. Upon the payment of a fee in the event of a
change in control, the contracts will be terminated.
Any right to be paid such a consulting fee upon the October 1994
consolidation or upon any of the subsequent mergers was waived, and to date,
neither the Community Partnerships nor the Operating Partnership has paid such
a consulting fee to any of the Roberts Companies, although the Roberts
Companies will continue to be entitled to receive such a fee upon the sale of
any of the referenced Communities in the future.
Acquisition and Other Consulting Fees. In 1995 the Operating Partnership
paid fees and reimbursed costs totaling $253,000 to Roberts Properties in
connection with: (i) construction and leasing administration services at The
Shoppes of River Oaks ($50,000); (ii) the sale of The Shoppes of Crestmark
($28,000); (iii) the acquisition of Autumn Ridge ($125,000); and (iv) the
merger of Roberts Properties-St. Simons, Ltd. ("St. Simons, Ltd.," which owned
the Windsong Community) into the Operating Partnership ($50,000). In 1996 the
Operating Partnership paid fees and reimbured costs to Roberts Properties in
the total amount of $226,000 in connection with: (i) the transfer of the
Crestmark loan ($15,000); (ii) additional construction and leasing
administration services at The Shoppes of River Oaks ($10,000); (iii) the
acquisition of additional property adjacent to Preston Oaks ($21,000); and (iv)
miscellaneous other tasks ($80,000). In 1996 the Operating Partnership also
reimbursed Roberts Properties for payroll and other expenses of Roberts
Properties in connection with two consent solicitations as follows: $50,000
paid upon the closing of the Bentley Place, L.P. merger in March 1996, and
$50,000 paid upon the closing of the Crestmark, L.P. merger in June 1996. In
1994 the Operating Partnership paid no fees and reimbursed no costs to Roberts
Properties of the types described in this paragraph, although the Community
Partnerships paid the Roberts Companies $30,000 in 1994 for services in
connection with the refinancing of loans by the Community Partnerships.
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ACQUISITIONS OF SHARES AND UNITS BY MR. CHARLES S. ROBERTS
The following table describes how Mr. Roberts acquired the total of
443,285 Shares and 715,873 Units he presently owns:
<TABLE>
<CAPTION>
Type of Transaction Number of Shares Number of Units
- -------------------------------------------------------------------- ---------------- ---------------
<S> <C> <C>
Initial Capitalization of Company and Operating Partnership as of
July 1994, for $3.04 per Share/Unit in cash........................ 163,061 1,645
Shares/Units in the October 1994 consolidation in lieu of
out-of-state residents, for $8.50 per Share/Unit in cash.......... 27,616 26,825
Shares in the October 1994 consolidation in consideration
for his limited partner interests in Highland Park, L.P. acquired
in a private nonissuer transaction (valued at $8.50 per Share)..... 3,988 -
Units in the October 1994 consolidation in consideration for his
general partner interests in River Oaks, L.P. and Rosewood
Plantation, L.P. (valued at $8.50 per Unit)........................ - 50,607
Shares in the March 1995 Robert Properties Holcomb Bridge, L.P.
merger in consideration for his general partner
interest
(valued at $8.50 per Share)......................................... 71,310 -
Shares in the March 1995 merger in consideration for his limited
partner interests (valued at $8.50 per Share)...................... 1,206 -
Units in the May 1995 Robert Properties Plantation Trace, L.P.
merger in lieu of out-of-state residents,
for $9.00 per Unit in cash......................................... - 48,296
Units in the May 1995 merger for his general partner interest
(valued at $9.00 per Unit)......................................... - 43,548
Units in the May 1995 merger in exchange for his limited partner
interest acquired in a private nonissuertransaction
(valued at $9.00 per Unit)......................................... - 2,917
Shares received in exchange for Units in June 1995.................. 78,038 (78,038)
Shares acquired by Roberts Properties in the June 1995 offering of
Shares for $8.28 per Share in cash.................................. 2,625 -
Units in the September 1995 St. Simons, Ltd. merger in lieu
of out-of-state residents, for $9.25 per Unit in cash.............. - 29,086
Units in the September 1995 merger for his general partner
interest in the general partner of (valued
at $9.25 per Unit)................................................. - 23,914
Shares received in exchange for Units in December 1995.............. 29,086 (29,086)
Shares in the March 1996 Poberts Properties Bentley Place, L.P.
merger in lieu of out-of-state residents,
for $9.50 per Share in cash........................................ 23,659 -
Shares in the March 1996 merger for his general partner interest 17,465 -
Shares in a private nonissuer transaction in June 1996.............. 125 -
Units in the June 1996 merger in lieu of out-of-state residents,
for $9.25 per Unit in cash......................................... - 15,667
Units in the June 1996 merger in exchange for his limited partner
interest in Crestmark, L.P. acquired in a private nonissuer
transaction (valued at $9.75 per Unit)............................. - 2,405
Units in the June 1996 merger for his general partner interest - 44,509
Units in three private nonissuer transactions in June 1996.......... - 7,215
Shares received in exchange for Units in June 1996.................. 25,287 (25,287)
Shares transferred to an employee of Roberts Management as a bonus.. (181) -
Units received in the April 1997 merger for his member interest in
Roberts Management................................................. - 551,650
--------------- --------------
TOTAL 443,285 715,873
=============== ==============
</TABLE>
11
<PAGE> 12
Mr. Roberts acquired his general partner interests in the Community
Partnerships (and in the other limited partnerships that have been merged into
the Operating Partnership) for a nominal amount in each case. The values in
the consolidation or merger transactions referenced above were determined by
Mr. Roberts based upon his evaluation of the equity in each limited partnership
in light of its debt and his opinion regarding the value of its assets. (For
an explanation of the values used in the Roberts Management merger, see "April
1997 Merger of Roberts Properties Management, L.L.C. into the Operating
Partnership" below.)In each instance other than the 1994 consolidation, the
Company's Board of Directors approved the valuation proposed by Mr. Roberts,
who abstained from voting as a director on each merger. A number of the
acquisitions of Shares or Units by Mr. Roberts in connection with mergers of
various partnerships into the Operating Partnership involved his payment of
cash into escrow pursuant to the terms of the applicable merger agreement to
provide the funds needed to allocate cash, rather than Shares or Units, to
limited partners in the partnership who were not residents of Georgia when the
merger occurred. The cash paid by Mr. Roberts equaled the applicable value per
Share or Unit used in the merger (except for the Crestmark, L.P. merger, when a
$.50 per Unit discount was applied), and Mr. Roberts was allocated the Shares
or Units, as applicable, that would have been distributed to the out-of-state
residents had they resided in Georgia. This feature of each merger agreement
was necessitated by the reliance by the Company and the Operating Partnership
upon the "intrastate" exemption from securities registration provided under
Section 3(a)(11) of the Securities Act of 1933 and Rule 147 promulgated by the
Securities and Exchange Commission regarding intrastate offerings. For an
offering to be exempt as an intrastate offering, securities may not be sold to
persons who do not reside in the state in which the offering is being
conducted.
12
<PAGE> 13
ACQUISITIONS OF SHARES AND UNITS BY OTHER DIRECTORS, OFFICER AND SIGNIFICANT
SECURITY HOLDERS
The following table summarizes the acquisitions of beneficial ownership of
Shares and Units from the Company and the Operating Partnership by directors
other than Mr. Roberts and by Mr. Charles R. Elliott, the other officer of the
Company, since January 1, 1995. Each such person acquired his or her Shares
and/or Units in connection with (a) the January 1995 acquisition of The Shoppes
of Crestmark by the Operating Partnership, (b) the March 1995 Holcomb Bridge
merger, (c) the May 1995 Plantation Trace merger, (d) the Company's offering of
Shares for $9.00 per Share in cash that was completed in August 1995, (e) the
September 1995 Windsong merger, (f) the March 1996 Bentley Place merger, (g)
the Company's offering of Shares for $9.50 per Share in cash that was completed
in May 1996 (the "Cash Offering"), (h) the June 1996 Crestmark merger, and/or
(i) as noted in the footnotes. Except for acquisitions of limited partnership
interests in private nonissuer transactions as noted below, each director paid
the same price for his limited partnership interests as all other holders of
limited partner interests in the applicable partnerships, and accordingly each
person received Shares and/or Units in the mergers on the same basis as any
other holder in such partnerships.
<TABLE>
<CAPTION>
(a) Acquisition of (b) March 1995 (c) May 1995 (e) Sept. 1995 (f) March 1996
The Shoppes Holcomb Plantation (d) 1995 Cash Windsong Bentley (g) Cash
of Crestmark(2) Bridge Merger Trace Merger Offering Merger Place Merger Offering
------------------ -------------- ------------ ------------- -------------- -------------- ---------
Individual(1) Units Shares Units Shares Units Shares Shares
------------- ------------------ -------------- ------------ ------------- -------------- -------------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
George W. Wray, Jr.* 33,768 26,251 18,925(3) 44,750(4) 2,957(4) 60,300(3)
James M. Goodrich* 104,478 11,457 8,750 12,800 8,950 17,744(5) -
Wm. Jarell Jones* - - 2,917(4)(6) - - - -
Charles R. Elliott - - 2,917(4)(6) - - - 2,100(3)
Ben A. Spalding* - - - - 12,231(7) 2,957(4) -
Dennis H. James*(9) - - - - - 2,957(4) -
</TABLE>
<TABLE>
<CAPTION>
(h) June 1996
Crestmark
Merger
-------------
Individual(1) Units
- -------------------- -------------
<S> <C>
George W. Wray, Jr.* 16,835
James M. Goodrich* 26,432(8)
Wm. Jarell Jones* -
Charles R. Elliott -
Ben A. Spalding* -
Dennis H. James*(9) -
</TABLE>
*Denotes individuals who are directors.
(1) For a description of the beneficial ownership of each person listed, see
"Part III, Item 11, Security Ownership of Certain Beneficial Owners and
Management" above.
(2) On January 31, 1995, the Operating Partnership acquired The Shoppes of
Crestmark, a 7,078 square foot retail center with service and retail tenants on
Thornton Road in Douglas County, Georgia. The seller was Goodrich Enterprises,
Inc., all of the stock of which was owned by Mr. James M. Goodrich, a director
of the Company; the stock of Goodrich Enterprises, Inc. is currently owned by
Mr. Goodrich; Penelope Goodrich, his wife; and certain trusts of which Mrs.
Goodrich is trustee. The sales price was $888,063, paid in the form of 104,478
Units in the Operating Partnership (valued at $8.50 per Unit by negotiation
between the Company and Mr. Goodrich). Goodrich Enterprises, Inc. acquired the
land on May 28, 1993 and completed construction of the retail center in
February 1994 with a total cost of approximately $777,000. The retail center
was subsequently sold for $940,000 on December 8, 1995.
(3) As a registered associate of Spalding & Company, Mr. Wray purchased Shares
net of the $.72 per Share and $.665 per Share broker-dealer commissions as
permitted under the terms of the 1995 offering of Shares at $9.00 per Share and
the Cash Offering, respectively. Mr. Elliott, as an employee of Roberts
Properties, similarly purchased Shares in the Cash Offering net of the $.665
per Share brokerage commission. Mr.Wray also acquired 1,400 Shares and 1,650
Units in private nonissuer transactions in August and September 1996,
respectively.
(4) Each individual acquired his limited partnership interest(s) in the
applicable partnerships in a private nonissuer transaction.
(5) Mr. Goodrich acquired two and one half limited partnership interests in
Roberts Properties Bentley Place, L.P.'s original offering and in December 1995
acquired, jointly with his spouse, an additional one half limited partnership
interest in a private nonissuer transaction.
(6) In December 1995 and April 1996, respectively, each of Mr. Jones and Mr.
Elliott exchanged his Units for an equal number of Shares.
(7) Mr. Spalding was a limited partner in the general partner of St. Simons,
Ltd. In accordance with the agreement and plan of merger for the merger of St.
Simons, Ltd. into the Operating Partnership, Mr. Spalding (a) received 5,519
Units for his limited partnership interest in the general partner of St.
Simons, Ltd. (for which he paid only a nominal amount) and (b) purchased 6,712
Units in lieu of the purchase of such Units by out-of-state limited partners of
St. Simons, Ltd., for which Units he paid cash in the amount of $9.25 per Unit,
the value used in the merger.
(8) Mr. and Mrs. Goodrich received 4,810 Units for the two limited partnership
interests they jointly held in Crestmark, L.P., for which interests they paid
the same amount per interest as all other limited partners in The Crestmark
Club, L.P. In addition, Mr. and Mrs. Goodrich acquired an additional 21,622
Units by paying $200,004 in cash ($9.25 per Unit). Such cash was allocated to
out-of-state limited partners in the merger, and Mr. and Mrs. Goodrich exchanged
the 21,622 Units for an equal number of Shares on June 28, 1996.
(9) In July 1996 Mr. James exchanged 2,917 Units for an equal number of
Shares.
13
<PAGE> 14
LAND SALES
Roberts Properties, Inc., which is wholly-owned by Mr. Roberts, acquired
and then subsequently sold to several of the Community Partnerships the
property on which the respective Community has been or is to be developed.
Such transactions are summarized in the table below. In each case the purchase
price was determined by Mr. Roberts and disclosed in the prospectus used in
connection with the syndication of each Community Partnership. (For
information regarding land sales from Roberts Properties to the Operating
Partnership, see the table on the following page.)
Profit of Roberts Properties, Inc. on Land Sales
to the Community Partnerships
<TABLE>
<CAPTION>
Date of Purchase Date of Purchase
Purchase by Price Paid by Acquisition by Price Paid by
Community Roberts Roberts Community Community Land
Partnership Properties Properties Partnership Partnership Profit
- ---------------------- -------------------- ------------- -------------- ------------- -----------
<S> <C> <C> <C> <C> <C>
Rosewood Plantation,
L.P. 8/18/92 $ 708,000 1/05/93 $1,140,000 $432,000
Preston Oaks, L.P. (1) 4/16/93 $1,617,500 7/21/93 $1,617,500(2) $ 0(1)
Highland Park, L.P. 10/08/93 $1,000,000 5/09/94 $1,538,416 $538,416
---------- ----------
Totals $3,325,500 $4,295,916 $970,416
========== ========== ========
</TABLE>
- ------------------------
(1) Preston Oaks, L.P. paid Roberts Properties an additional amount of $62,100
in reimbursement of carrying costs of the property until closing, the costs of
securing a lease on a small adjoining tract subsequently acquired by Preston
Oaks, L.P., and rental payments under such lease through the closing date, all
as described in such partnership's prospectus. In addition, on June 16, 1994
Preston Oaks, L.P. acquired the small adjoining tract of land that it was
leasing for $240,000 from an unrelated third party. The total purchase price
for the entire tract of land was $1,919,600.
14
<PAGE> 15
In addition to the foregoing transactions between Roberts Properties and
the Community Partnerships, Roberts Properties has sold two parcels directly to
the Operating Partnership as summarized below. In each instance, the purchase
price was proposed by Mr. Roberts to the Company's Board of Directors, who
approved each transaction with Mr. Roberts abstaining from voting as a
director.
Profit of Roberts Properties, Inc. on Land Sales
to the Operating Partnership
<TABLE>
<CAPTION>
Date of Purchase Date of Purchase
Purchase by Price Paid by Acquisition by Price Paid by
Roberts Roberts Operating Operating Land
Properties Properties Partnership Partnership Profit
- -------------- ------------- -------------- ------------- ------
<S> <C> <C> <C> <C>
2/16/93(1) $121,500 7/21/95(1) $445,485 $306,595(1)
8/15/94(2) $275,000 12/14/94 $296,693 $ 0(2)
-------- -------- --------
Totals $396,500 $742,178 $306,595
======== ======== ========
</TABLE>
- ------------------
(1) The Operating Partnership acquired this 12.33 acre parcel for the
development of the second phase of Plantation Trace. The land profit reflects
a reduction in the amount of the $17,390 spent by Roberts Properties on
acquisition costs of the property that were not reimbursed by the Operating
Partnership.
(2) The Operating Partnership acquired this .86 acre parcel located in front of
River Oaks for the construction of The Shoppes of River Oaks. Included in the
purchase price paid by the Operating Partnership was $21,693 in reimbursement
of Roberts Properties' carrying and other development costs in connection with
such property; therefore, Roberts Properties earned no profit on the sale.
COMPENSATION TO SHOPTAW-JAMES, INC.
Dennis H. James, a Director of the Company, is President and a Director of
Shoptaw-James, Inc., a commercial mortgage banking firm that has originated
loans for the Company and its Predecessors. Specifically, Shoptaw-James, Inc.
received the following fees in the months noted: $87,110 for the refinancing
of Preston Oaks (September 1995); $46,780 for the refinancing of Highland Park
(January 1996); $37,500 for the loan secured by Autumn Ridge (March 1996);
$30,750 for the loan secured by Bentley Place (August 1996); $69,375 for the
refinancing of River Oaks (October 1996); and $48,150 for the loan secured by
Ivey Brook (January 1997).
15
<PAGE> 16
COMPENSATION TO SPALDING & COMPANY
Ben A. Spalding, one of the Company's directors, owns all of the
outstanding stock of Spalding & Company, an NASD member broker-dealer that has
participated as the distributor or solicitation agent in numerous offerings by
affiliates of Mr. Roberts, including the Company and the Operating Partnership.
The Operating Partnership has paid the following compensation to Spalding &
Company since January 1, 1995:
<TABLE>
<CAPTION> Amount of
Compensation Date of Closing of
Offering/Solicitation to Spalding & Company Offering/Solicitation
- ------------------------------ ------------------------- ---------------------
<S> <C> <C>
Solicitation for March 1995
Holcomb Bridge merger $ 44,000 3/24/95
Solicitation for May 1995
Plantation Trace merger $ 40,000 5/16/95
1995 cash offering of
Shares $ 491,760 8/25/95
Solicitation for September
1995 Windsong merger $ 20,000 9/27/95
----------
Subtotal for 1995 $ 595,760
-----------
Solicitation for March 1996
Bentley Place merger $ 25,000 3/21/96
1995-1996 cash offering of
Shares $ 411,870 3/29/96 and 5/7/96
Solicitation for June 1996
Crestmark merger $ 50,000 6/26/96
----------
Subtotal for 1996 $ 486,870
----------
Total $1,082,630
===========
</TABLE>
OCTOBER 1994 CONSOLIDATION
On October 13, 1994, effective October 1, 1994, River Oaks, L.P., Rosewood
Plantation, L.P., Preston Oaks, L.P., and Highland Park, L.P. were merged into
the Operating Partnership. River Oaks, L.P. had constructed River Oaks at a
cost of $11,594,000. The River Oaks, L.P. partners were allocated a total of
638,596 Units valued at $8.50 per Unit, or $5,428,068 in the aggregate, in the
merger. Rosewood Plantation, L.P. had constructed Rosewood Plantation for
$8,448,000. The partners in Rosewood Plantation, L.P. were allocated a total
of 396,957 Units valued at $8.50 per Unit, or $3,374,137 in the aggregate, in
the merger. Preston Oaks, L.P. had raised a total of $3,924,000 in equity,
acquired land for the construction of Preston Oaks as described above in "Land
Sales," and obtained development plans. The Preston Oaks, L.P. limited
partners were allocated a total of 535,176 Shares valued at $8.50 per Share, or
$4,549,000 in the aggregate, in the merger. Highland Park, L.P. had raised a
total of $4,080,000 in equity, acquired land for the development of Highland
Park as described above in "Land Sales," and obtained development plans. The
Highland Park, L.P. limited partners were allocated a total of 508,471 Shares
valued at $8.50 per Share, or $4,322,000 in the aggregate, in the merger.
The mergers received the consent of at least 92% in interest of the
limited partners in each of the four partnerships. Mr. Roberts received 50,607
Units in consideration of his general partner interests in River Oaks, L.P. and
Rosewood Plantation, L.P. but received no Shares in consideration of his
general partner interests in Preston Oaks, L.P. and Highland Park, L.P.
Certain other persons received Shares or Units as described in "Acquisitions of
Shares and Units by Other Directors, Officer and Significant Security Holders."
The values in the mergers described above were determined by Mr. Roberts based
upon his evaluation of the equity of each limited partnership in light of its
debt (if any) and Mr. Roberts' opinion of the value of its assets.
16
<PAGE> 17
MARCH 1995 MERGER OF ROBERTS PROPERTIES HOLCOMB BRIDGE, L.P. INTO THE OPERATING
PARTNERSHIP
On March 24, 1995, Holcomb Bridge, L.P. was merged into the Operating
Partnership in exchange for 609,873 Shares valued at $8.50 per Share
($5,183,921 in the aggregate). Holcomb Bridge, L.P. had raised a total of
$4,400,000 in equity, purchased land for the development of Holcomb Bridge, and
obtained development plans. The value was determined by Mr. Roberts based upon
his evaluation of the equity of Holcomb Bridge, L.P. in light of his opinion
regarding the value of its assets. The Company's Board of Directors approved
the valuation proposed by Mr. Roberts, who abstained from voting as a director
on the merger. The transaction received the consent of 98% of the limited
partners of Holcomb Bridge, L.P. Mr. Roberts received 71,310 Shares for his
general partner interest in Holcomb Bridge, L.P., and certain other persons
received Shares as described in "Acquisitions of Shares and Units by Other
Directors, Officer and Significant Security Holders."
MAY 1995 MERGER OF ROBERTS PROPERTIES PLANTATION TRACE, L.P. INTO THE OPERATING
PARTNERSHIP
On May 16, 1995, Roberts Properties Plantation Trace, L.P. ("Plantation
Trace, L.P.") was merged into the Operating Partnership in exchange for 597,741
Units of the Operating Partnership valued at $9.00 per Unit ($5,379,669 in the
aggregate). The value used in the merger was determined by Mr. Roberts based
upon his evaluation of the equity of Plantation Trace, L.P. in light of its
debt and his opinion regarding the value of its assets. The Company's Board of
Directors approved the valuation proposed by Mr. Roberts, who abstained from
voting as a director on the merger. The transaction received the consent of
96% of the limited partners of Plantation Trace, L.P. Mr. Roberts received
43,548 Units for his general partner interest in Plantation Trace, L.P., and
certain other persons received Units as described in "Acquisitions of Shares
and Units by Other Directors, Officer and Significant Security Holders."
SEPTEMBER 1995 MERGER OF ROBERTS PROPERTIES-ST. SIMONS, LTD. INTO THE OPERATING
PARTNERSHIP
On September 27, 1995, St. Simons, Ltd. was merged into the Operating
Partnership in exchange for 476,931 Units valued at $9.25 per Unit ($4,411,612
in the aggregate). The value used in the merger was determined by Mr. Roberts
based upon his evaluation of the equity of St. Simons, Ltd. in light of its
debt and his opinion regarding the value of its assets. The Company's Board of
Directors approved the valuation proposed by Mr. Roberts, who abstained from
voting as a director on the merger. The transaction received the consent of
98% of the limited partners of St. Simons, Ltd. Mr. Roberts received 23,914
Units for his general partner interest in the general partner of St. Simons,
Ltd., and certain other persons received Units as described in "Acquisitions of
Shares and Units by Other Directors, Officer and Significant Security Holders."
MARCH 1996 MERGER OF ROBERTS PROPERTIES BENTLEY PLACE, L.P. INTO THE OPERATING
PARTNERSHIP
On March 21, 1996, Roberts Properties Bentley Place, L.P. ("Bentley Place,
L.P.") was merged into the Operating Partnership in exchange for 744,940 Shares
valued at $9.50 per Share or $7,076,930 in the aggregate. The value used in
the merger was determined by Mr. Roberts based upon his evaluation of the
equity of Bentley Place, L.P. in light of its obligations and his opinion
regarding the value of its assets. The Company's Board of Directors approved
the valuation proposed by Mr. Roberts, who abstained from voting as a director
on the merger. The transaction received the consent of 87% of the limited
partners of Bentley Place, L.P. Mr. Roberts received 17,465 Shares for his
general partner interest in Bentley Place, L.P., and certain other persons
received Shares as described in "Acquisitions of Shares and Units by Other
Directors, Officer and Significant Security Holders."
JUNE 1996 MERGER OF THE CRESTMARK CLUB, L.P. INTO THE OPERATING PARTNERSHIP
On June 26, 1996, Crestmark, L.P. was merged into the Operating
Partnership in exchange for 746,715 Units valued at $9.75 per Unit or
$7,280,471 in the aggregate. The Operating Partnership thereby acquired the
248-unit Crestmark Community and 8.8 acres of adjacent undeveloped property on
which the Company intends to build an 86-unit second phase of Crestmark. The
8.8 acre tract of undeveloped land adjacent to Crestmark was encumbered by a
second
17
<PAGE> 18
priority secured loan owed to Mr. Roberts in the amount of $1,410,092.
Crestmark, L.P. also owed $121,423 to Roberts Construction for change orders
from the original construction of Crestmark and $28,077 to another affiliate of
Mr. Roberts for reimbursement of certain costs. The Operating Partnership
assumed these obligations in the merger and repaid them upon the closing of the
merger.
Mr. Roberts received 44,509 Units for his general partner interest in
Crestmark, L.P., for which he paid only a nominal amount, and he received
another 15,667 Units for which he paid $144,920 in cash ($9.25 per Unit); such
cash was allocated to out-of-state limited partners in the merger. Mr. Roberts
also received 2,405 Units in the merger for a limited partnership interest he
acquired in a private nonissuer transaction. Certain other persons received
Units as described in "Acquisitions of Shares and Units by Other Directors,
Officer and Significant Security Holders."
APRIL 1997 MERGER OF ROBERTS PROPERTIES MANAGEMENT, L.L.C. INTO THE OPERATING
PARTNERSHIP
On April 1, 1997, the Company acquired Roberts Management, the property
management company that has managed the Company's multifamily apartment
communities since the Company's inception. The Company presently owns 11
multifamily apartment communities containing a total of 2,194 apartment homes,
317 of which are under construction or development. The Company's independent
Directors (Messrs. Goodrich, Wray, Jones and James) determined that it was in
the best long-term interests of the Company to manage its own communities.
Because Roberts Management had provided high quality property management
services to the Company, the independent Directors negotiated with Mr. Roberts
to purchase Roberts Management. The Company will now internally manage its
properties using Roberts Management's property management expertise and
systems, and the 45 property management personnel formerly employed by Roberts
Management. The Company will no longer have to pay 5% of gross property
revenues to Roberts Management for property management services.
The Operating Partnership issued a total of 590,000 Units valued at
$10.00 per Unit or $5,900,000 to purchase Roberts Management. The purchase
price was negotiated between Mr. Roberts (for Roberts Management) and the
Company's independent Directors. The independent Directors took into account,
among other factors:
- the cash flow savings to the Company of approximately $140,000
per year, which will increase over time as more Communities
are added to the Company's portfolio;
- a valuation of Roberts Management by an independent valuation firm;
- the high quality of management services historically provided by
Roberts Management;
- the value of continuity in those services; and
- advice from investment banking firms that the Company should become
internally managed before the Common Stock is listed on an exchange.
The $10.00 per Unit value, which is the highest price paid to date for
the Company's securities, was determined by the independent Directors. The
independent Directors considered the following factors, among others:
- their belief that the Company's liquidation value was equal to
$10.34 per Unit;
- the Company's historical practice of issuing securities at a
discount to current liquidation value; and
- the Company's historical practice of issuing securities at
increasingly higher prices as the liquidation value has increased.
The acquisition was structured as a merger of Roberts Management into
the Operating Partnership, the limited partnership through which the Company
owns its properties and conducts its business. (The Company now owns a 55.4%
interest in the Operating Partnership and is its sole general partner.) Of the
590,000 Units issued in the merger, Mr. Roberts received 551,650 Units, and
twelve other employees of Roberts Management received 38,350 Units that are
subject to certain repurchase options held by Mr. Roberts which are exercisable
upon the holder's cessation of employment by the Operating Partnership (which
has subordinate repurchase options that are exercisable if Mr. Roberts fails to
exercise his option in any instance). The number of Units subject to such
options gradually declines to zero over a seven year period from the date each
holder acquired his or her member interest in Roberts Management, No cash or
consideration other than Units was paid in connection with the merger.
In April 1995, Roberts Properties Management, Inc. was selected as the
Property Management Company of the Year by the National Association of Home
Builders' National Council of the Multifamily Industry.
18
<PAGE> 19
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
ROBERTS REALTY INVESTORS, INC.
By: /s/ Charles R. Elliott
-----------------------------------------------------
Charles R. Elliott, Secretary, Treasurer, and Chief
Financial Officer (Principal Financial Officer and
Principal Accounting Officer)
Date: April 30, 1997
19
