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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G/A
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO 13d-2 (b)
(AMENDMENT NO. 3)
Roberts Realty Investors, Inc.
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(Name of Issuer)
Common Stock, $0.01 par value per share
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(Title of Class of Securities)
769900101
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(CUSIP Number)
December 31, 1999
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(Date of Event Which Requires This Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X] Rule 13d-1(d)
(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).
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1 NAMES OF THE REPORTING PERSONS Penelope H. Goodrich
IRS IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION US Citizen
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NUMBER OF 5 SOLE VOTING POWER 31,714 (1)
SHARES -----------------------------------------
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER 267,060 (1)
EACH -----------------------------------------
REPORTING
PERSON WITH 7 SOLE DISPOSITIVE POWER 31,714 (1)
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8 SHARED DISPOSITIVE
POWER 267,060 (1)
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON 298,774 (1)
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
The amount in Row 9 excludes 14,787 shares owned in an IRA by James M.
Goodrich, the spouse of Mrs. Goodrich. Mrs. Goodrich disclaims
beneficial ownership of such shares, and the filing of this statement
shall not be construed as an admission that she is, for the purposes of
Section 13(d) or 13(g) of the Act, the beneficial owner of such
securities.
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.1% (1)
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12 TYPE OF REPORTING PERSON*
IN
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(1) See, however, REIT ownership limit description in Item 4(a).
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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:
Penelope H. Goodrich
Item 2(b) Address of Principal Business Office or, if None, Residence:
524 Manor Ridge Drive
Atlanta, GA 30305
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) or (c), Check Whether the Person Filing is a:
Not applicable.
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Item 4. Ownership.
(a) Amount Beneficially Owned:
Mrs. Goodrich beneficially owns 298,774 shares, composed of:
(i) 48,075 units of limited partnership interest in Roberts
Properties Residential, L.P. ("Units") that are exchangeable
on a one for one basis for shares and 110,507 shares owned
jointly by Mrs. Goodrich and her husband, (ii) 108,478 shares
owned by Goodrich Enterprises, Inc., of which Dr. Goodrich is
the President and all of the stock of which is owned by Mrs.
Goodrich, her husband and their sons, and (iii) 6,835 Units
and 24,879 shares owned by a trust for the benefit of a son of
Dr. and Mrs. Goodrich, of which Mrs. Goodrich is the trustee.
Amount Beneficially Owned excludes 14,787 shares owned in an
IRA by James M. Goodrich, the spouse of Mrs. Goodrich. Mrs.
Goodrich disclaims beneficial ownership of such shares.
Redemption of Units is subject to certain conditions. Among
other restrictions, ownership of shares of Common Stock is
limited under the issuer's articles of incorporation to 6.0%
of outstanding shares (other than by Mr. Charles S. Roberts,
the issuer's Chairman and Chief Executive Officer, who is
limited to 25.0%). 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 the reporting person or entity 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. Accordingly, the amounts of shares
and percentages reported in this Schedule 13G are subject to
the foregoing limitation.
(b) Percent of Class:
6.1%
(c) Number of shares as to which such person has:
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Page Five
(i) sole power to vote or to direct the
vote 31,714
(ii) shared power to vote or to direct
the vote 267,060
(iii) sole power to dispose or to direct
the disposition of 31,714
(iv) shared power to dispose or to direct
the disposition of 267,060
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.
The dividends or proceeds from the sale of 108,428 shares
owned by Goodrich Enterprises, Inc. would be distributed to
such company; the dividends or proceeds from the sale of 6,835
Units and 24,879 shares owned by a trust for the benefit of a
son of Dr. and Mrs. Goodrich would be distributed to such
trust.
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.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
Not applicable.
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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 8, 2000
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(Date)
/S/ Penelope H. Goodrich
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(Signature)
Penelope H. Goodrich
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(Name/Title)
