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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported): December 19, 1997
ROBERTS REALTY INVESTORS, INC.
(Exact name of Registrant as specified in charter)
GEORGIA 0-28048 56-2122873
(State or other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification Number)
8010 ROSWELL ROAD, SUITE 120, ATLANTA, GEORGIA 30350
(Address of principal executive offices) (Zip Code)
(770) 394-6000
(Registrant's Telephone Number, including Area Code)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Effective December 19, 1997, Roberts Realty Investors, Inc. (the
"Company") dismissed Deloitte & Touche L.L.P., the Company's independent
accounting firm which was previously engaged as the principal accountant to
audit the Company's financial statements. Effective December 19, 1997, the
Company retained the services of Arthur Andersen LLP ("Arthur Andersen") as the
principal accountant to audit the Company's financial statements. The decision
to change accountants was recommended and approved by the Company's Board of
Directors.
Deloitte & Touche's reports on the Company's financial statements for
the two most recent fiscal years ended December 31, 1995 and December 31, 1996,
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 Company's two most recent fiscal years ended December 31, 1995 and
December 31, 1996, and all subsequent interim periods preceding Deloitte &
Touche's dismissal, (i) there were no disagreements with Deloitte & Touche on
any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure which, if not resolved to the
satisfaction of Deloitte & Touche, would have caused it to make reference to the
subject matter of the disagreement in connection with its report, and (ii) none
of the kinds of events listed in paragraphs (1) through (3) of Item
304(a)(1)(iv)(B) of Regulation S-B occurred.
During the Company's two most recent fiscal years ended December 31,
1995 and December 31, 1996, and all subsequent interim periods preceding its
engagement of Arthur Andersen, neither the Company nor anyone on its behalf
consulted Arthur Andersen regarding any matter described in Item 304(a)(2)(i) or
(ii) of Regulation S-B.
The Company has provided Deloitte & Touche with a copy of the
disclosures it is making in this Current Report on Form 8-K (the "Report") prior
to the filing of this Report with the Securities and Exchange Commission (the
"Commission). Deloitte & Touche has furnished a letter addressed to the
Commission, a copy of which is attached hereto as Exhibit 16.1, stating that it
agrees with the statements made by the Company herein in response to Item 304(a)
of Regulation S-B.
ITEM 5. OTHER EVENTS
The Board of Directors of the Company announced a 7.7% increase in the
Company's quarterly dividend to $0.14 per share to be paid January 15, 1998 to
shareholders of record on December 31, 1997. See the press release attached as
Exhibit 99.1 to this Report.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Businesses Acquired
Not applicable.
(b) Pro Forma Financial Information
Not applicable.
(c) Exhibits
16.1 Letter to the Commission from Deloitte & Touche
L.L.P. dated December 22, 1997
99.1 Press release dated December 18, 1997 regarding
increased dividend.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be filed on its behalf by the
undersigned hereunto duly authorized.
ROBERTS REALTY INVESTORS, INC.
Date: December 23, 1997 By: /s/ Charles R. Elliott
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Charles R. Elliott
Chief Financial Officer
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EXHIBIT 16.1
[Deloitte & Touche LLP Letterhead]
December 22, 1997
Securities and Exchange Commission
Mail Stop 9-5
450 5th Street, NW
Washington, DC 20549
Dear Sirs/Madams:
We have read and agree with the comments in Item 4 of Form 8-K of Roberts
Realty Investors, Inc. dated December 19, 1997.
Yours truly,
/s/ Deloitte & Touche LLP
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EXHIBIT 99.1
ATLANTA, Dec. 18/ -- The Board of Directors of Roberts Realty Investors, Inc.
(AMEX: RPI) announces a 7.7% increase in its quarterly dividend to $0.14 per
share to be paid January 15, 1998 to shareholders of record on December 31,
1997.
This represents an increase in the annual dividend from $0.52 to $0.56
per share. This is the Company's eighth consecutive quarterly dividend. The
Board of Directors has increased the annual dividend three times since the
Company's initial dividend in April 1996.
The new annual dividend of $0.56 per share is equal to a 72% payout on
projected 1997 Funds from Operations ("FFO") of $0.78 per share and a 62% payout
on projected 1998 FFO of $0.90 per share.
Roberts Realty Investors, Inc. is a self-advised and self-managed
multifamily Real Estate Investment Trust headquartered in Atlanta, Georgia. At
September 30, 1997, there were 4,186,498 shares and 3,363,430 operating
partnership units outstanding. Officers and Directors as a group beneficially
own 23.7% of all shares and units outstanding. Certain statements in this press
release are "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995.
