ROBERTS REALTY INVESTORS INC
SC 13G, 1998-02-17
REAL ESTATE INVESTMENT TRUSTS
Previous: ROBERTS REALTY INVESTORS INC, SC 13G, 1998-02-17
Next: ROBERTS REALTY INVESTORS INC, SC 13G, 1998-02-17



<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                 --------------

                                  SCHEDULE 13G

             INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
             TO RULES 13d-1(b) AND (c) AND AMENDMENTS THERETO FILED
                              PURSUANT TO 13d-2(b)
                             (AMENDMENT NO.    )(1)



                         Roberts Realty Investors, Inc.
                         ------------------------------
                                (Name of Issuer)


                      Common Stock, no par value per share
                      ------------------------------------
                         (Title of Class of Securities)


                                    769900101
                                    ---------
                                 (CUSIP Number)



                            ------------------------



- --------------------

         (1) The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.

         The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>   2
CUSIP No. 769900101                   13G                      Page 2 of 5 Pages

<TABLE>
- ----------------------------------------------------------------------------------
<S>         <C>                                              <C>
   1        NAME OF REPORTING PERSONS                        George W. Wray, Jr.
            I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS

- ----------------------------------------------------------------------------------
   2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a)  (b)

- ----------------------------------------------------------------------------------
   3        SEC USE ONLY

- ----------------------------------------------------------------------------------
   4        CITIZENSHIP OR PLACE OF ORGANIZATION                    U.S. Citizen

- ----------------------------------------------------------------------------------
       NUMBER OF            5      SOLE VOTING POWER                      22,281
        SHARES
     BENEFICIALLY         --------------------------------------------------------
       OWNED BY             6      SHARED VOTING POWER                   310,787
         EACH
       REPORTING          --------------------------------------------------------
      PERSON WITH           7      SOLE DISPOSITIVE POWER                 22,281

                          --------------------------------------------------------
                            8      SHARED DISPOSITIVE POWER              310,787

- ----------------------------------------------------------------------------------
   9        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                                       333,068

- ----------------------------------------------------------------------------------
  10        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
            CERTAIN SHARES*
                     The amount in Row 9 excludes 24,175 shares owned by Mr.
            Wray's wife and 5,058 shares owned by a trust for which Mr. Wray's
            wife is a co-trustee. Mr. Wray disclaims beneficial ownership of
            such shares, and the filing of this statement shall not be construed
            as an admission that he is, for the purposes of Section 13(d) or
            13(g) of the Act, the beneficial owner of such securities.
- ----------------------------------------------------------------------------------
  11        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
             7.3%

- ----------------------------------------------------------------------------------
  12        TYPE OF REPORTING PERSON*

            IN
- ----------------------------------------------------------------------------------
</TABLE>


<PAGE>   3
Item 1(a)         Name of Issuer:

                  Roberts Realty Investors, Inc.

Item 1(b)         Address of Issuer's Principal Executive Offices:

                  8010 Roswell Road, Suite 120
                  Atlanta, GA 30350

Item 2(a)         Name of Person Filing:

                  George W. Wray, Jr.

Item 2(b)         Address of Principal Business Office or, if None, Residence:

                  6235 Weatherly Drive, N.W.
                  Atlanta, GA 30328

Item 2(c)         Citizenship

                  United States of America

Item 2(d)         Title of Class of Securities:

                  Common Stock

Item 2(e)         CUSIP Number:

                  769900101

Item 3.           If this statement is filed pursuant to Rule 13d-1(b), or
                  13d-2(b), check whether the person filing is a:

                  Not applicable.

Item 4.           Ownership.

                  (a)      Amount Beneficially Owned:

                  Mr. Wray beneficially owns 333,068 shares, including (i) 1,500
                  shares of Common Stock held by Mr. Wray in his individual
                  capacity; (ii) 20,781 units of limited partnership interest in
                  Roberts Properties Residential, L.P. ("Units") held by Mr.
                  Wray in his individual capacity, which Units may be exchanged
                  for an equal number of shares of Common Stock; (iii) 109,868
                  Units and 198,002 shares held by a partnership, over which
                  Units and shares Mr. Wray has voting and investment power; and
                  (iv) 2,917 


                                      -3-
<PAGE>   4
                  Units owned jointly with his daughter, over which he shares
                  voting and investment power. Amount Beneficially owned
                  excludes (i) 24,175 shares owned by Mr. Wray's wife in her
                  individual capacity; and (ii) 5,058 shares owned by a trust
                  over which Mr. Wray's wife is a co-trustee. Mr. Wray disclaims
                  beneficial ownership of the shares held by his wife and by the
                  trust over which his wife is the co-trustee.

                  (b)      Percent of Class:

                           7.3%

                  (c)      Number of Shares as to which such person has:

                           (i)      sole power to vote or to direct 
                                    the vote                             359,384

                           (ii)     shared power to vote or to direct 
                                    the vote                             2,917

                           (iii)    sole power to dispose or to direct 
                                    the disposition of                   359,384

                           (iv)     shared power to dispose or to direct 
                                    the disposition of                   2,917

Item 5.           Ownership of Five Percent or Less of a Class:

                  Not applicable.

Item 6.           Ownership of More Than Five Percent on Behalf of Another 
                  Person.

                  Dividends or proceeds from the sale of 2,917 Units would be
                  distributed to Mr. Wray's daughter; dividends or proceeds from
                  the sale of 109,868 Units and 198,002 shares would be
                  distributed to a partnership [for which Mr. Wray is the
                  general partner]; dividends or proceeds from the sale of
                  24,175 shares would be distributed to Mr. Wray's wife; and
                  dividends or proceeds from the sale of 5,058 shares would be
                  distributed to a trust of which Mr. Wray's wife is a
                  co-trustee.

Item 7.           Identification and Classification of the Subsidiary Which
                  Acquired the Security Being Reported on By the Parent Holding
                  Company.

                  Not applicable.

Item 8.           Identification and Classification of Members of the Group.

                  Not applicable.


                                      -4-
<PAGE>   5
Item 9.           Notice of Dissolution of Group.

                  Not applicable.


Item 10.          Certification.

                  Not applicable.


                                    SIGNATURE

         After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

                                             February 13, 1998
                                             -----------------
                                             (Date)

                                             /s/ George W. Wray, Jr.
                                             -----------------------
                                             (Signature)

                                             George W. Wray, Jr.
                                             -------------------
                                             (Name/Title)






                                      -5-


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission