ROBERTS REALTY INVESTORS INC
8-K, 1999-08-17
REAL ESTATE INVESTMENT TRUSTS
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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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


                                    FORM 8-K

                                 CURRENT REPORT

     PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

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



       Date of Report (Date of earliest event reported): August 17, 1999


                         ROBERTS REALTY INVESTORS, INC.
               (Exact name of Registrant as specified in charter)



         GEORGIA                     001-13183                  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 5.           OTHER EVENTS

         Roberts Realty is filing this Current Report on Form 8-K so as to file
with the SEC a press release concerning the scheduled sale of Roberts Realty's
Bentley Place apartment community and the declaration of a special distribution
to shareholders of the net proceeds of that sale.

ITEM 7.           FINANCIAL STATEMENTS AND EXHIBITS

         (c)      Exhibits

<TABLE>
<CAPTION>
         Exhibit No.     Description

         <S>             <C>
         99.2            Press release concerning the sale of Bentley Place and the
                         declaration of a special distribution.
</TABLE>



<PAGE>   3



                                   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.


Dated:   August 17, 1999     By: /s/ Charles R. Elliott
                                -------------------------------------------
                                Charles R. Elliott, Chief Financial Officer
                                (The Registrant's Principal Financial and Chief
                                Accounting Officer, who is duly authorized
                                to sign this report)



<PAGE>   4


Exhibit Index

<TABLE>
<CAPTION>
Exhibit No.       Description

<S>               <C>
99.2              Press release concerning the sale of Bentley Place and the declaration of a special
                  distribution.
</TABLE>



<PAGE>   1
                                                                    EXHIBIT 99.2

                         ROBERTS REALTY INVESTORS, INC.



CONTACT:                                                  FOR IMMEDIATE RELEASE
Charles R. Elliott                                              August 17, 1999
Chief Financial Officer

Telephone:        (770) 394-6000
FAX:                    (770) 396-0706


                         ROBERTS REALTY INVESTORS, INC.
                 ANNOUNCES SPECIAL DISTRIBUTION TO SHAREHOLDERS

ATLANTA, GA - The Board of Directors of Roberts Realty Investors, Inc.
(AMEX:RPI) announces it is distributing to its shareholders the $3.7 million of
net cash proceeds from the sale of its Bentley Place apartment community. The
company expects to close the sale of Bentley Place on August 23, 1999. The
special distribution of $0.50 per share will be paid August 30, 1999 to
shareholders of record on August 23, 1999. Beginning in the fourth quarter of
1999, the company's annual dividend will be reduced from $0.60 to $0.54 per
share, which is equal to the reduction in funds from operations as a result of
selling Bentley Place.

Mr. Charles S. Roberts, the company's Chairman and CEO, stated "We are
continuing to explore various options to maximize shareholder value, which
includes selling some of our communities. The sale of Bentley Place is an
important first step in that direction."

The company previously announced in its second quarter report to shareholders
that it believes the net asset value of its properties is $11.46 per share,
compared with recent trading prices of $7.50 to $8.00 per share on the AMEX. Mr.
Roberts noted: "We will sell Bentley Place for $8,275,000 or $256,000 more than
our internal estimate of Bentley Place's net asset value. This supports our
belief that we have fairly valued our properties, and that our stock is trading
at a 30% discount to our estimated net asset value of $11.46 per share."

This press release contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. Although the Company believes the expectations reflected
in the forward-looking statements are based on reasonable assumptions, the
Company's actual results could differ materially from those set forth in the
forward-looking statements. Certain factors that might cause such a difference
include, but are not limited to, the following: occupancy rates and rents may be
adversely affected by local economic and market conditions in Atlanta and
Charlotte; overbuilding in our markets; construction costs of a new community
may exceed original estimates; construction and lease-up of new communities in
Atlanta and Charlotte may not be completed on schedule; and financing may not be
available or, if available, not on favorable terms.




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