<PAGE> 1
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF
1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
ROBERTS REALTY INVESTORS, INC.
-----------------------------------------------
(Name of Registrant as Specified in its Charter)
----------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
-----------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
-----------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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<PAGE> 2
ROBERTS REALTY INVESTORS, INC.
8010 ROSWELL ROAD, SUITE 120
ATLANTA, GEORGIA 30350
June 25, 1998
Dear Shareholders:
The Directors and Officers of Roberts Realty Investors, Inc. cordially invite
you to attend its fourth Annual Meeting of Shareholders. We hope you will join
us for the meeting at 10:00 a.m. on Tuesday, July 21, 1998, at the Crowne Plaza
Ravinia Hotel, 4355 Ashford-Dunwoody Road, Atlanta, Georgia 30346. The Notice of
Meeting and Proxy Statement attached to this letter contain information
regarding the election of Directors of the Company. A copy of the Company's 1997
annual report is enclosed.
Although we would very much like each shareholder to attend the Annual Meeting,
we realize this is not possible. Whether or not you plan to be present, we would
appreciate your taking a few minutes to complete, sign, and return the enclosed
proxy card promptly. A postage-paid envelope is enclosed for your convenience.
Your vote is important to us. We appreciate the time and consideration that I am
sure you will give it.
Sincerely,
Charles S. Roberts,
Chairman and Chief Executive Officer
<PAGE> 3
ROBERTS REALTY INVESTORS, INC.
8010 ROSWELL ROAD, SUITE 120
ATLANTA, GEORGIA 30350
June 25, 1998
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JULY 21, 1998
The Annual Meeting of Shareholders of Roberts Realty Investors, Inc.
will be held on Tuesday, July 21, 1998, at 10:00 a.m., at the Crowne Plaza
Ravinia Hotel, 4355 Ashford-Dunwoody Road, Atlanta, Georgia 30346, for the
following purposes:
(1) to elect three Directors of the Company to serve three-year
terms; and
(2) to transact such other business as may properly come before
the meeting or any adjournment of it.
The Directors have set the close of business on May 15, 1998 as the
record date to determine the shareholders who are entitled to vote at the
meeting.
If you don't expect to attend the meeting in person, please mark, sign
and date the enclosed proxy card and return it in the accompanying postage-paid
envelope.
Charles R. Elliott
Secretary
<PAGE> 4
PROXY STATEMENT
FOR
THE ANNUAL MEETING OF SHAREHOLDERS
OF ROBERTS REALTY INVESTORS, INC.
TO BE HELD ON JULY 21, 1998
THIS DOCUMENT WILL GIVE YOU THE INFORMATION YOU NEED TO VOTE FOR THE THREE
DIRECTORS TO BE ELECTED AT THE ANNUAL MEETING. IF YOU HAVE ANY QUESTIONS
CONCERNING THE INFORMATION CONTAINED IN THIS PROXY STATEMENT, PLEASE CONTACT
CHARLES ELLIOTT, THE COMPANY'S CHIEF FINANCIAL OFFICER, AT (770) 394-6000.
WHO IS ASKING FOR MY VOTE?
The enclosed proxy is solicited by the Company for use at the Annual
Meeting to be held on July 21, 1998. If the meeting is adjourned, the proxy may
also be used at any later meetings, for the purposes stated in the Notice of
Meeting.
HOW DO YOUR COMPANY'S DIRECTORS RECOMMEND THAT SHAREHOLDERS VOTE?
The Directors recommend that you vote FOR THE ELECTION OF THE THREE
NOMINEES FOR DIRECTOR.
WHO IS ELIGIBLE TO VOTE?
Shareholders of record at the close of business on May 15, 1998 are
entitled to be present and to vote at the meeting or any adjourned meeting.
Proxy materials are being mailed to shareholders on or about June 25, 1998.
WHAT ARE THE RULES FOR VOTING?
As of the record date, the Company had 4,596,055 shares of Common Stock
outstanding and entitled to vote at the Annual Meeting. Each share of the
Company's Common Stock entitles the holder to one vote with respect to all
matters to come before the meeting. All of the shares of Common Stock vote as a
single class. Shares represented by duly signed proxies will be voted in
accordance with shareholders' instructions. If you sign the proxy, but don't
mark your vote, your shares will be voted as the Directors recommend. The
Company's management knows of no other matters to be presented or considered at
the meeting, but if any other business is brought before the meeting, your
shares will be voted at the Directors' discretion. The persons named as proxies
will have the authority to vote for any person for election as a director in
lieu of any person nominated if the nominee is unable to serve. It is not
contemplated that any nominee will be unable to serve.
The presence in person or by proxy of shareholders owning more than
one-half of the shares outstanding and entitled to vote constitutes a quorum. In
determining whether a quorum exists at the Annual Meeting for purposes of all
matters to be voted on, all votes "for" and all votes to "withhold authority"
will be counted, and shares will be counted for quorum purposes if they are
represented at the meeting for any purpose other than solely to object to
holding the meeting or transacting business at the meeting. Assuming that a
quorum is present, abstentions and broker non-votes will have no effect on the
voting.
<PAGE> 5
Assuming that a quorum is present, the vote required for election of
directors is a plurality of the votes cast by the shares entitled to vote in the
election. For any other matter coming before the meeting, the matter will be
deemed to be approved if the votes cast in favor of the action exceed the votes
cast opposing the action. Shareholders do not have cumulative voting rights.
A proxy may be revoked, at any time before it is voted, at the option of
the person signing it by giving written notice to the Secretary of the Company
(Mr. Elliott), by delivering a later dated proxy, or by voting in person at the
Annual Meeting.
HOW WILL THE COMPANY SOLICIT PROXIES, AND WHO WILL PAY FOR THE COST OF THE
SOLICITATION?
The Company will solicit proxies principally by mailing these materials to
the shareholders, but the Directors, officers and employees of the Company may
solicit proxies for the Company by telephone or in person. The Company will pay
all of the costs of the solicitation, principally the costs of preparing,
photocopying and mailing these materials.
HOW CAN A SHAREHOLDER PROPOSE BUSINESS TO BE BROUGHT BEFORE THE ANNUAL MEETING
OR NOMINATE A PERSON FOR ELECTION TO THE BOARD?
The Company's Bylaws provide procedures for shareholders to bring business
before the Annual Meeting and to nominate directors for election at the meeting.
Such procedures include the shareholder providing advance notice to the Company
of such business or nomination. A shareholder must also follow certain
procedures in Rule 14a-8 of the General Rules and Regulations adopted by the
Securities and Exchange Commission (sometimes called the "SEC") under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). Among other
things, the Rule requires that a proposal for consideration at the next Annual
Meeting must be received at the Company's principal office not later than March
11, 1999. No business can be brought before the Annual Meeting, and no person
can be nominated as a Director, unless the procedures in the Bylaws and Rule
14a-8 are followed.
2
<PAGE> 6
PROPOSAL 1 - ELECTION OF DIRECTORS
WHO ARE THE THREE NOMINEES FOR ELECTION AS A DIRECTOR?
This section gives information about the three nominees for election as
Directors of your Company: Mr. Weldon R. Humphries, Mr. Ben A. Spalding and Mr.
George W. Wray, Jr. Each of them is currently a Director of the Company and has
been recommended by the Directors for reelection to the Board.
WHY ARE ONLY THREE OF THE SEVEN DIRECTORS BEING ELECTED AT THE ANNUAL MEETING?
The Company's Articles of Incorporation require the Board of Directors to
be divided into three classes as nearly equal in number as possible. The terms
of office of the nominees expire at this year's Annual Meeting, and they are
standing for reelection for a full three year term through the Annual Meeting in
2001. The terms of office of Mr. Dennis H. James and Mr. Wm. Jarell Jones expire
at the Annual Meeting in 1999, and the terms of office of Mr. Charles S. Roberts
and Mr. James M. Goodrich expire at the Annual Meeting in 2000.
NOMINEES FOR DIRECTOR:
Weldon R. Humphries, age 60, a Director of the Company since February 1998,
is a private investor. Mr. Humphries recently retired from a distinguished
twenty-year career with Manor Care, Inc. (NYSE: MNR), where he was employed from
January 1978 to November 1997 as Senior Vice President responsible for asset
management, acquisitions and development, and with Choice Hotels International,
Inc. (NYSE: CHH), where he served as Senior Vice-President responsible for asset
management, acquisitions and development from November 1997 to January 1998. Mr.
Humphries began his career as a senior mortgage analyst with Connecticut General
Life Insurance Company and later worked for Arvida Corporation, where he was
responsible for all real estate financing, development and marketing.
Ben A. Spalding, age 64, a Director of the Company since October 1994, is
the sole shareholder of Spalding & Company, a former 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. 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 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 61, a Director of the Company since February 1995,
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. From the July 1993 acquisition of
International Silver Company by World Crisa Corporation (a division of Vitro
S.A.) through September 1997, Mr. Wray was an independent sales agent for the
successor organization . Mr. Wray also served as a Vice President of Spalding &
Company, an NASD registered broker-dealer, from 1991 to 1997 and was a
registered associate of Spalding & Company from 1983 to 1997. Mr. Wray holds a
bachelor's degree in Industrial Relations from the University of North Carolina
at Chapel Hill and serves as an elder of the Peachtree Presbyterian Church in
Atlanta.
The Directors serve for their respective terms and until their successors
are elected and qualified. Each of the nominees has agreed to serve as a
Director if elected.
3
<PAGE> 7
DIRECTORS CONTINUING IN OFFICE:
James M. Goodrich, age 57, a Director of the Company since October 1994, 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.
Dennis H. James, age 51, a Director of the Company since June 1995, is
Executive Vice President of L.J. Melody & Company (Formerly Shoptaw-James,
Inc.), a commercial mortgage banking firm. 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 Executive Vice President of L.J. Melody
& Company, he is responsible for the Southeast Region's overall production and
investor relations. He serves on both the Allstate Life Insurance Company
Correspondent Advisory Council and State Farm Life Insurance 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 50, a Director of the Company since October 1994, 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 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 the Chief
Executive Officer of JQUAD, Inc., a family owned holding company of timber,
farming, and development interests. Mr. Jones was a former director for six
years and the former Chairman for two years of the Downtown Statesboro
Development Authority.
Charles S. Roberts, age 51, a Director since July 1994, 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, as explained below.
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. On a regional level, Roberts Properties, Inc. was
awarded the prestigious Southeast Builders Conference Aurora Award for the best
rental apartment community eight out of nine years during the period 1988
through 1996. On a national level, Roberts Properties, Inc. was
4
<PAGE> 8
awarded the prestigious Pillars of the Industry Award from the National
Association of Home Builders for the best low-rise apartments in 1991 and 1992.
In 1993, Roberts Properties, Inc. was awarded the coveted Golden Aurora Award
for best overall development in the Southeast.
DO THE DIRECTORS AND EXECUTIVE OFFICERS HAVE A FINANCIAL INTEREST IN YOUR
COMPANY?
The following table describes the beneficial ownership of shares of the
Company's Common Stock ("Shares"), as of May 31, 1998 for (i) each person who
holds more than 5% of the Shares, (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. The Number of Shares Beneficially Owned represents
(a) the number of Shares the person beneficially owns plus (b) the number of
Shares that may be obtained by redeeming units of partnership interest ("Units")
in Roberts Properties Residential, L.P. (the "Operating Partnership")
beneficially owned by the person. Each Unit may be presented to the Operating
Partnership for redemption at a cash price equal to the market value of one
Share, except that (i) the Company may acquire any Unit so presented for such
cash price or for one Share, and (ii) the percentage of outstanding Shares that
any one person may own is limited by the Company's Articles of Incorporation as
explained in greater detail in footnote (2) below. The Company has publicly
disclosed its intention to issue Shares in exchange for Units presented for
redemption except as required to comply with federal and state securities laws.
The extent to which the persons hold Shares as opposed to Units is set forth in
the footnotes. Each of the persons known by the Company to beneficially own more
than 5% of the Common Stock has an address in care of the Company's principal
office.
<TABLE>
<CAPTION>
Name of Number of Shares
Beneficial Owner Beneficially Owned(1) Percent of Shares(2)
---------------- --------------------- --------------------
<S> <C> <C>
Charles S. Roberts(3) 1,225,198 23.0%
George W. Wray, Jr.(2) (4) 362,301 7.7(2)
James M. and
Penelope Goodrich(2) (5) 310,396 6.7(2)
Ben A. Spalding(6) 53,494 1.2(6)
Dennis H. James 26,601 *
Wm. Jarell Jones 4,917 *
Weldon R. Humphries(7) 30,000 *
Charles R. Elliott 5,017 *
All Directors and Executive
Officers as a Group:
(8 persons)(8) 2,017,924 36.2%
</TABLE>
- ------------------------------
*Less than 1%.
(1) Assumes that all Units beneficially owned by the person are redeemed for
Shares. The total number of Shares outstanding used in calculating this
percentage (4,601,377 Shares outstanding as of the date given above plus the
number of Units, if any, beneficially owned by the person) assumes that none of
the Units beneficially owned by other persons is redeemed for Shares.
(2) Redemption of Units is subject to certain conditions. Among other
restrictions, ownership of shares of Common Stock is limited under the Company's
articles of incorporation to 6.0% of outstanding shares (other than by Mr.
Roberts, who is limited to 25%). Accordingly, Units may not be redeemed if upon
their redemption the holder thereof would at such time hold in excess of 6.0% of
the then outstanding shares. Such limit may prevent Dr. Goodrich and Mr. Wray
from redeeming Units unless and until other Unitholders redeem a sufficient
number of Units to cause the number of outstanding shares of Common Stock to be
increased to a level sufficient to permit such redemption.
5
<PAGE> 9
(3) Includes: 702,313 Units and 490,941 Shares owned directly by Mr. Roberts;
29,500 Units owned by a trust for his minor daughter of which he is the sole
trustee; and 2,444 Shares owned by his minor daughter.
(4) Includes: 20,781 Units and 1,500 Shares owned directly by Mr. Wray; 109,868
Units and 198,002 Shares owned by a partnership, over which Units and Shares Mr.
Wray has voting and investment power as the managing partner of such
partnership; 2,917 Units owned jointly with his daughter, over which Units he
shares voting and investment power; 24,175 Shares owned by his wife and 5,058
Shares owned by a trust of which she is a co-trustee. Mr. Wray disclaims
beneficial ownership of the 24,175 Shares owned by Mrs. Wray and 5,058 Shares
owned by a trust of which she is a co-trustee.
(5) Includes: 14,787 Shares owned directly by Dr. Goodrich; 48,075 Units and
84,628 Shares owned jointly by Dr. Goodrich and Mrs. Goodrich; 104,478 Shares
owned by Goodrich Enterprises, Inc., all of the outstanding Shares of which are
owned by Dr. and Mrs. Goodrich and their sons; 6,835 Units and 21,379 Shares
owned by a trust for the benefit of one son of Dr. 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 Dr. and Mrs. Goodrich and of which Mrs.
Goodrich is trustee. Dr. Goodrich disclaims beneficial ownership of the Units
and Shares owned by such trusts, and Mrs. Goodrich disclaims ownership of the
Shares individually owned by Dr. Goodrich.
(6) Includes: 14,655 Units and 3,957 Shares owned directly by Mr. Spalding;
2,917 Units owned by Mr. Spalding's wife; and 24,401 Units and 7,564 Shares
owned by partnerships of which Mrs. Spalding is the managing partner. Mr.
Spalding disclaims beneficial ownership of all Units and Shares owned by his
wife or partnerships of which she is the managing partner.
(7) Owned by a trust of which Mr. Humphries is a co-trustee along with his
spouse.
(8) Includes 50,992 Units and 189,106 Shares as to which directors share voting
and investment power with another family member; also includes an aggregate of
40,988 Units and 81,555 Shares beneficially owned by three directors' wives, as
to which Units and Shares such directors disclaim beneficial ownership.
HOW OFTEN DO THE DIRECTORS MEET, AND WHAT COMMITTEES DO THEY HAVE?
The Directors meet each month to review the operations of the Company and
to discuss its business plans and strategies for the future. The Board met a
total of 13 times in 1997, and each Director attended more than 75% of the
meetings. In addition, the Company has the following committees :
Audit Committee. The Board has established an audit committee composed of
Dr. James Goodrich, Mr. Jarell Jones, and Mr. George Wray. The Audit Committee
makes recommendations concerning the engagement of the independent auditors,
reviews with the auditors the plans and results of the audit engagement,
approves professional services provided by the auditors, reviews the
independence of the auditors, and reviews the adequacy of the Company's internal
accounting controls. The Audit Committee met one time in 1997. Effective May 19,
1998, Mr. Weldon Humphries replaced Mr. Wray on the Audit Committee.
Executive Committee. The Board has established an Executive Committee
composed of Mr. Roberts, Dr. Goodrich, and Mr. Jones. The Executive Committee
will have such authority as is delegated to it by the Board of Directors. The
Executive Committee has not met since the Company's inception.
Compensation Committee. The Board has established a Compensation Committee,
composed of Dr. Goodrich, Mr. Jones, and Mr. Wray, to determine compensation for
the Company's executive officers and to administer any stock option or incentive
compensation plan established by the Company. The full Board approved the
compensation of the Company's executive officers, and the Compensation Committee
did not meet in 1997. Effective May 19, 1998, Mr. Dennis James replaced Mr. Wray
on the Compensation Committee.
The Company has no nominating committee, and nominations are made by the
Board as a whole. Any shareholder interested in nominating a Director should
review the material described under the applicable heading above.
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<PAGE> 10
WHAT ARE THE DIRECTORS PAID FOR THEIR SERVICES?
The Company pays its Directors who are not officers of the Company fees for
their services as Directors. Mr. Roberts is the only Director who is an officer.
Non-officer Directors receive a fee of $750 for attendance (in person or by
telephone) at each meeting of the Board of Directors. Effective May 19, 1998,
this fee was raised to $1,000. Mr. Roberts is not paid any Director fees. In
addition, the Company reimburses its Directors for reasonable travel expenses
and out-of-pocket expenses incurred in connection with their activities on
behalf of the Company.
WHO ARE THE COMPANY'S OFFICERS, AND WHAT DOES THE COMPANY PAY THEM?
The executive officers of the Company are Mr. Charles S. Roberts, the
Company's Chairman of the Board, Chief Executive Officer and President, and Mr.
Charles R. Elliott, the Company's Secretary and Treasurer since its inception
and its Chief Financial Officer since April 1995. Mr. Elliott, who is 44 years
old, served as a Director of the Company from October 1994 to February 1995. He
worked for Hunneman Real Estate Corporation in Boston, Massachusetts from 1979
to 1993, most recently as a Senior Vice-President of Accounting and Finance. Mr.
Elliott joined Roberts Properties in August 1993 as Chief Financial Officer and
served in that role until April 1995. He holds an undergraduate degree in
Accounting and a master's degree in Finance.
The following table sets forth certain information regarding
compensation.
<TABLE>
<CAPTION>
Annual Compensation
-----------------------------------
Name and Principal Position Year Salary ($) Bonus ($)
--------------------------- ---- ---------- ---------
<S> <C> <C> <C>
Charles S. Roberts 1997 129,857 0
Chairman of the Board, Chief 1996 75,000 0
Executive Officer, and President 1995 75,000 0
Charles R. Elliott 1997 75,000 38,500
Secretary, Treasurer and 1996 75,000 16,250
Chief Financial Officer 1995(1) 45,000 25,000
</TABLE>
- ------------------------------
(1) 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.
The Company is not a party to any employment agreements.
WHO ARE THE COMPANY'S AUDITORS?
The Company has selected Arthur Andersen LLP, independent auditors, as the
Company's principal accounting firm. A representative of Arthur Andersen is
expected to be present at the meeting and will be available to respond to
appropriate questions. The representative will also have an opportunity to make
a statement if he or she desires to do so. Approval of the Company's accounting
firm is not a matter required to be submitted to the shareholders.
Effective December 19, 1997, the Company dismissed Deloitte & Touche LLP,
the independent accounting firm which had previously been engaged as the
principal accountant to audit the Company's financial statements. Effective that
same day, the Company retained 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.
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<PAGE> 11
Deloitte & Touche's reports on the Company's financial statements for the
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
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 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 provided Deloitte & Touche with a copy of the foregoing
disclosures before they were included in a Current Report on Form 8-K filed with
the SEC on December 23, 1997, and Deloitte & Touche furnished a letter to the
SEC stating that it agreed with those disclosures.
WHAT MATERIAL RELATIONSHIPS AND TRANSACTIONS HAVE THE DIRECTORS AND EXECUTIVE
OFFICERS HAD WITH THE COMPANY AND ITS AFFILIATES?
GENERAL
The Company conducts its business through Roberts Properties Residential,
L.P., owns a 60.8% interest in it, and is its sole general partner. Mr. Charles
S. Roberts owns directly or indirectly all or substantially all of the
outstanding shares of Roberts Properties, Inc. ("Roberts Properties") and
Roberts Properties Construction, Inc. ("Roberts Construction"), and he owned
substantially all of the outstanding equity interests in Roberts Properties
Management, L.L.C. ("Roberts Management") prior to its acquisition by the
Operating Partnership in April 1997. (The three Roberts entities are sometimes
hereinafter collectively referred to as the "Roberts Companies.") Notes 1 and 5
to the consolidated financial statements of the Company included in the
Company's 1997 annual report mailed along with this proxy statement provide
further detail regarding certain of the transactions described in this section.
GUARANTEES BY MR. CHARLES S. ROBERTS
Since January 1, 1996, 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 $171,000 in 1996 and $0 in 1997. In the ordinary course of
acquiring, developing, constructing and refinancing Communities, the loans
personally guaranteed pursuant to these guarantees and other guarantees
previously extended remain subject to further modification, extension,
exculpation and repayment, with the result that the liability of Mr. Roberts
under certain of these guarantees has been and may be modified, extended,
reduced or eliminated. 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 $8,049,000 during 1996 and $0 in 1997. There are currently no
mortgage loans secured by any of the Company's Communities that are personally
guaranteed by Mr. Roberts.
PAYMENTS TO THE ROBERTS COMPANIES
Overview. The Operating Partnership has paid and will continue to pay
substantial fees to the Roberts Companies for general contracting and
development services as summarized below.
8
<PAGE> 12
General Construction Contracts. From January 1, 1996 through March 31,
1998, the Operating Partnership has 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>
$17,394,000 $10,826,000 $6,568,000
</TABLE>
In addition, the Operating Partnership reimbursed Roberts Construction for
purchases made on its behalf and for additional features added or built on the
Communities that were not part of the original construction contracts. These
amounts aggregated $2,250,000 during 1996 and $1,695,000 in 1997. The Operating
Partnership also reimbursed Roberts Construction for labor and materials to
perform repairs and maintenance for the Communities in the amounts of $2,174,000
in 1996 and $513,000 in 1997. (Roberts Construction typically estimates that it
will earn a profit ranging from 5% to 10% 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 or to be completed:
<TABLE>
<CAPTION>
Fixed Estimated Profit to Percentage of
Construction Project Price Roberts Construction Contract Price
- -------------------- ----- -------------------- --------------
<S> <C> <C> <C>
Bradford Creek $8,829,000 $250,000 2.8%
Second Phase of Plantation Trace $4,770,000 $238,500 5.0%
</TABLE>
Development Fees. The Operating Partnership paid Roberts Properties
$430,000 in 1996 and $990,000 in 1997 for various development services,
including design, finish selection, interior design, and construction
administration services and the preparation of market studies and business
plans.
Property Management Fees. Prior to its acquisition by the Operating
Partnership in April 1997, Roberts Management provided management services to
the Operating Partnership for a fee of 5% of gross income. Total management fees
paid to Roberts Management by the Operating Partnership were $760,000 during
1996 and $211,000 during 1997.
Consulting Fees. Under various consulting contracts, as amended, the
Roberts Companies have agreed to provide consulting services in the event of a
sale of only the nine original Communities that were merged into the Operating
Partnership. The fee for such services ranges from 3% to 6% of the gross sales
proceeds of the properties sold. Pursuant to this arrangement Roberts Properties
received a fee of $288,000 (or 3% of gross sales proceeds) upon the sale of the
Windsong Community in January 1998. A payment will also 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) the 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.
Acquisition and Other Consulting Fees. During 1996 and 1997, the Operating
Partnership paid Roberts Properties $226,000 and $283,000, respectively, for
fees and cost reimbursements for services
9
<PAGE> 13
related to (a) leasing administration services at the Shoppes of River Oaks and
Shoppes of Plantation Trace ($31,000), (b) the merger of Roberts Properties
Bentley Place, L.P. ("Bentley Place, L.P.") into the Operating Partnership
($50,000), (c) the merger of The Crestmark Club, L.P. ("Crestmark, L.P.") into
the Operating Partnership ($65,000), (d) the acquisition and rezoning of a 1.1
acre parcel of undeveloped land located adjacent to the existing Preston Oaks
Community ($46,000), (e) the sale of Autumn Ridge in August 1997 ($150,000), and
(f) miscellaneous fees and cost reimbursements ($167,000).
RECENT DEVELOPMENTS
The following sections contain "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. These statements relate
to future economic performance, plans and objectives of management for future
operations and projections of revenues and other financial items that are based
on the beliefs of the Company's management, as well as assumptions made by, and
information currently available to, the Company's management. Acquisitions that
are pursued by the Company may not be consummated for a variety of reasons,
including but not limited to the failure of either party to meet the required
closing conditions.
Pending Acquisition - Charlotte. On April 17, 1998, the Company entered
into an agreement to purchase approximately 17 acres of undeveloped land in the
Ballantyne area of south Charlotte, North Carolina for $2,700,000 from a local
Charlotte investment group. The Company intends to initially construct a
270-unit multifamily apartment community on the property and is in negotiations
to purchase an adjacent parcel for a 60-unit second phase. The Operating
Partnership will pay Roberts Properties an acquisition fee equal to $135,000 or
5% of the purchase price for finding the property, negotiating the sales
contract, conducting due diligence and closing the transaction. In addition, the
Operating Partnership will pay Roberts Properties a fee of $1,350,000 or $5,000
per unit for designing, developing, and overseeing construction for a period of
eighteen months. The independent members of the Board of Directors approved the
foregoing arrangements with Roberts Properties.
Pending Acquisitions - Atlanta. On April 21, 1998, the Company's Board of
Directors approved the acquisition of two tracts of undeveloped land located in
north Atlanta. The first tract, containing approximately 49.1 acres, is located
in north Fulton County along Abbotts Bridge Road. On May 4, 1998, the Company
entered into an agreement to purchase this tract of land for $5,000,000 from
Roberts Properties. The Company intends to construct a 405-unit multifamily
apartment community on the property. The Operating Partnership will pay Roberts
Properties an acquisition fee equal to $250,000 or 5% of the purchase price
related to finding the property, negotiating the sales contract, conducting due
diligence and closing the transaction. In addition, the Operating Partnership
will pay Roberts Properties a fee of $2,025,000 or $5,000 per unit for
designing, developing, and overseeing construction for a period of eighteen
months. The independent members of the Board of Directors approved the foregoing
arrangements with Roberts Properties after reviewing two independent appraisals.
Roberts Properties acquired the property for $4,343,000 on March 6, 1997.
The second tract of approximately 35.5 acres is located in Gwinnett County
on Old Norcross Road. On May 4, 1998, the Operating Partnership entered into an
agreement to purchase this tract of land for $2,385,000 from Roberts Properties
Old Norcross, Ltd. ("Old Norcross, Ltd."). (Mr. Roberts, who is the general
partner of Old Norcross, Ltd., will receive none of the sale proceeds as general
partner or otherwise.) The Company intends to construct a 249-unit multifamily
apartment community on the property. The Operating Partnership will pay Roberts
Properties an acquisition fee equal to $119,250 or 5% of the purchase price for
finding the property, negotiating the sales contract, conducting due diligence
and closing the transaction. In addition, the Operating Partnership will pay
Roberts Properties a fee of $1,245,000 or $5,000 per unit for designing,
developing, and overseeing construction for a period of eighteen months. The
independent members of the Board of Directors approved the foregoing
arrangements with Roberts Properties after reviewing two independent appraisals.
10
<PAGE> 14
The closing of these transactions will be subject to customary closing
conditions. There can be no assurances that they will close as contemplated,
that the required conditions to closing will be met, or that the agreements will
not be amended or terminated. Further, an appraisal is merely an opinion of the
appraiser regarding the fair market value of the property, and no assurances can
be given that either of the north Atlanta properties could be sold for the
appraised value used by the Board.
ACQUISITIONS OF SHARES AND UNITS BY MR. CHARLES S. ROBERTS
The following table describes how Mr. Roberts has acquired Shares and Units
from the Company and the Operating Partnership, respectively, since January 1,
1996:
<TABLE>
<CAPTION>
Number Number
Type of Transaction of Shares of Units
------------------- --------- --------
<S> <C> <C>
Shares in the March 1996 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 --
Units in the June 1996 Crestmark, L.P. merger in lieu of
out-of-state residents, for $9.25 per Unit in cash......................... -- 15,667
Units in the June 1996 merger for his limited partner interests acquired
in a private nonissuer transactions (valued at $9.75 per Unit)................ -- 9,620
Units in the June 1996 merger for his general partner interest................ -- 44,509
Shares received in exchange for Units in June 1996............................ 25,287 (25,287)
Units received in the April 1997 Roberts Management merger for
his member interest ....................................................... -- 551,650
</TABLE>
Mr. Roberts paid a nominal amount for his general partner interests in
various limited partnerships that have been merged into the Operating
Partnership (the "Community Partnerships"). The values in the 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. In each instance, the Company's
Board of Directors approved the valuation proposed by Mr. Roberts, who abstained
from voting as a director on each merger. In certain transactions, Mr. Roberts
paid cash to limited partners in the Community Partnership who were not
residents of Georgia when the merger occurred. The cash paid by Mr. Roberts was
equal to 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 SEC 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.
11
<PAGE> 15
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, respectively,
by directors other than Mr. Roberts, by Mr. Charles R. Elliott, the other
officer of the Company, and by each person who holds more than 5% of the Shares,
since January 1, 1996. Each such person acquired his or her Shares and/or Units
in connection with (a) the March 1996 Bentley Place, L.P. merger, (b) the
Company's offering of Shares for $9.50 per Share in cash that was completed in
May 1996 (the "Cash Offering"), (c) the June 1996 Crestmark, L.P. merger, and/or
(d) 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 Community Partnerships, and accordingly each
person received Shares and/or Units in the mergers on the same basis as any
other holder in such Community Partnerships. (Exchanges of Units for Shares
since such exchanges became available in December 1997 to all Unitholders other
than non-Georgia residents are omitted from the table.)
<TABLE>
<CAPTION>
(a) March 1996 (c) June 1996
Bentley Place, (b) Cash Crestmark,
Individual(1) L.P. Merger Offering L.P. Merger
------------- ----------- -------- -----------
Shares Shares Units
------ ------ -----
<S> <C> <C> <C>
George W. Wray, Jr.* 2,957(2) 60,300(3) 16,835
James M. and
Penelope Goodrich* 17,744(4) -- 26,432(5)
Charles R. Elliott -- 2,100(6) --
Ben A. Spalding* 2,957(3) -- --
Dennis H. James*(7) 2,957(3) -- --
</TABLE>
- ------------------------------
*Denotes individuals who are directors.
(1) For a description of the beneficial ownership of each person listed, see
page 5.
(2) As a registered associate of Spalding & Company, Mr. Wray purchased Shares
net of the $.665 per Share broker-dealer commissions as permitted under the
terms of the Cash Offering. Mr. Elliott, as an employee of Roberts Properties,
similarly purchased Shares in the Cash Offering net of the $.665 per Share
brokerage commission.
(3) Each individual acquired his limited partnership interest(s) in the
applicable Community Partnerships in a private nonissuer transaction.
(4) Dr. Goodrich acquired two and one half limited partnership interests in
Bentley Place, L.P.'s original offering and in December 1995 acquired, jointly
with Mrs. Goodrich, an additional one half limited partnership interest in a
private nonissuer transaction.
(5) Dr. 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 Crestmark, L.P. In
addition, Dr. 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 Dr. and Mrs. Goodrich exchanged the 21,622
Units for an equal number of Shares on June 28, 1996.
(6) In April 1996 Mr. Elliott exchanged his Units for an equal number of Shares.
(7) In July 1996 Mr. James exchanged 2,917 Units for an equal number of Shares.
12
<PAGE> 16
COMPENSATION TO SPALDING & COMPANY
Ben A. Spalding, a Director, owns all of the outstanding stock of Spalding
& Company, a former NASD member broker-dealer that 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, 1996:
<TABLE>
<CAPTION>
Amount of
Compensation to Date of Closing of
Offering/Solicitation Spalding & Company Offering/Solicitation
--------------------- ------------------ ---------------------
<S> <C> <C>
Solicitation for March 1996 Bentley Place, L.P. 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, L.P. merger................. 50,000 6/26/96
--------
Total $486,870
</TABLE>
COMPENSATION TO L. J. MELODY & COMPANY (FORMERLY SHOPTAW-JAMES, INC.)
Dennis H. James, a Director of the Company, is Executive Vice President of
L. J. Melody & Company, a commercial mortgage banking firm that has originated
loans for the Company and its predecessors. L. J. Melody & Company received fees
totaling $184,000 in 1996 and $48,150 in 1997.
MARCH 1996 MERGER OF ROBERTS PROPERTIES BENTLEY PLACE, L.P. INTO THE OPERATING
PARTNERSHIP
On March 21, 1996, 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. 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 acquired an existing 248-unit Crestmark
Community and 8.8 acres of adjacent undeveloped property on which the Company
built an 86-unit second phase during 1997. The Operating Partnership assumed
obligations totaling $1,559,592 owed to Mr. Roberts and the Roberts Companies
and repaid them upon the closing of the merger. Mr. Roberts received 44,509
Units for his general partner interest in Crestmark, L.P. and certain other
persons received Shares 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 had managed the Company's multifamily apartment
communities since the Company's inception. The Company's independent Directors
at that time determined that it was in the best long-term interests of the
Company to manage its own communities. The Company now internally manages its
properties using Roberts Management's property management expertise and systems,
and the property management
13
<PAGE> 17
personnel formerly employed by Roberts Management. The Company no longer pays 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 the valuation
of Roberts Management by an independent valuation firm, the high quality of
management services historically provided by Roberts Management, and advice from
investment banking firms that the Company should become internally managed
before the Common Stock was listed on an exchange. The acquisition of Roberts
Management has been accretive to the Company and has generated approximately
$160,000 in cash flow savings to the Company during the first year.
The $10.00 per Unit value was determined by the independent Directors after
considering their belief that the Company's liquidation value was equal to
$10.34 per Unit, and the Company's historical practice of issuing securities at
a discount to current liquidation value.
The acquisition was structured as a merger of Roberts Management into the
Operating Partnership. 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, 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). Mr. Roberts has
repurchased 15,940 of the 38,350 Units due to employees' leaving the employment
of the Operating Partnership. Generally, the number of Units subject to such
options gradually declines to zero at December 31, 1999, subject to certain
conditions. No cash or consideration other than Units was paid in connection
with the merger.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of 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 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,
1997, its directors, executive officers and greater than 10% shareholders
complied with all applicable Section 16(a) filing requirements.
14
<PAGE> 18
THE COMPANY WILL FURNISH TO EACH PERSON WHOSE PROXY IS SOLICITED, ON THE
WRITTEN REQUEST OF SUCH PERSON, A COPY OF THE COMPANY'S 1997 ANNUAL REPORT ON
FORM 10-KSB, INCLUDING THE FINANCIAL STATEMENTS AND THE FINANCIAL STATEMENT
SCHEDULES, REQUIRED TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.
SUCH REQUEST SHOULD BE DIRECTED TO CHARLES R. ELLIOTT, SECRETARY AND CHIEF
FINANCIAL OFFICER, 8010 ROSWELL ROAD, SUITE 120, ATLANTA, GEORGIA 30350.
15
<PAGE> 19
APPENDIX
ROBERTS REALTY INVESTORS, INC.
8010 ROSWELL ROAD, SUITE 120, ATLANTA, GEORGIA 30350
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR
ANNUAL MEETING OF SHAREHOLDERS, JULY 21, 1998
The undersigned hereby appoints Charles R. Elliott and Jacob F. Crowe, and
each of them, proxies, with full power of substitution, for and in the name or
names of the undersigned, to vote all shares of Common Stock of Roberts Realty
Investors, Inc. held of record by the undersigned at the Annual Meeting of
Shareholders to be held on Tuesday, July 21, 1998, at 10:00 a.m., E.D.T., at the
Crowne Plaza Ravinia Hotel, 4355 Ashford-Dunwoody Road, Atlanta, Georgia 30346,
and at any adjournment thereof, upon the matter described in the accompanying
Notice of Annual Meeting and Proxy Statement, receipt of which is hereby
acknowledged, and upon any other business that may properly come before, and
matters incident to the conduct of, the meeting or any adjournment thereof. Said
persons are directed to vote on the matter described in the Notice of Annual
Meeting and Proxy Statement as follows, and otherwise in their discretion upon
such other business as may properly come before, and matters incident to the
conduct of, the meeting and any adjournment thereof:
1. Proposal to elect the nominees listed to the right: NOMINEES: Weldon R.
Humphries, Ben A. Spalding, George W. Wray, Jr.
[ ] FOR: nominees listed at right (except as indicated to the contrary below)
[ ] WITHHOLD authority to vote for both nominees
INSTRUCTIONS: To withhold authority to vote for an individual nominee, write
the applicable name in the space provided below:
- --------------------------------------------------------------------------------
(Continued and to be signed on the reverse side)
Please sign and date this proxy as your name appears below and return
immediately in the enclosed envelope, whether or not you plan to attend the
Annual Meeting.
THIS PROXY WILL BE VOTED AS
DIRECTED OR, IF NO DIRECTION IS
INDICATED, WILL BE VOTED "FOR"
THE STATED PROPOSALS.
Dated: , 1998
- --------------------------------------------------------------------------------
--------------------------------
Signature of Shareholder
--------------------------------
Signature if held jointly
IMPORTANT: If shares are jointly owned, both owners should sign. If signing as
attorney, executor, administrator, trustee, guardian or other person signing in
a representative capacity, please give your full title as such. If a
corporation, please sign in full corporate name by President or other authorized
officer. If a partnership, please sign in partnership name by authorized person.
