<PAGE> 1
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. 2) (1)
Roberts Realty Investors, Inc.
------------------------------
(Name of Issuer)
Common Stock, $0.01 par value per share
---------------------------------------
(Title of Class of Securities)
769900101
---------
(CUSIP Number)
December 31, 1999
-----------------
(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).
<PAGE> 2
Page Two
1 NAMES OF THE REPORTING PERSONS George W. Wray, Jr
IRS IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION US Citizen
- -------------------------------------------------------------------------------
NUMBER OF
SHARES 5 SOLE VOTING POWER 358,073 (1)
BENEFICIALLY ------------------------------------------
OWNED BY 6 SHARED VOTING POWER 2,917 (1)
EACH ------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER 358,073 (1)
PERSON WITH ------------------------------------------
8 SHARED DISPOSITIVE POWER 2,917 (1)
- -------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 360,990 (1)
- -------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
- -------------------------------------------------------------------------------
The amount in Row 9 excludes 27,257 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% (1)
- -------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
IN
- -------------------------------------------------------------------------------
(1) See, however, REIT ownership limit description in Item 4(a).
<PAGE> 3
Page Three
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) or (c), Check Whether the Person Filing is a:
Not applicable.
<PAGE> 4
Page Four
Item 4. Ownership.
(a) Amount Beneficially Owned:
Mr. Wray beneficially owns 360,990 shares, including (i) 1,500
shares of Common Stock held by Mr. Wray in his individual
capacity; (ii) 21,752 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 224,953 shares held by a partnership, over which
Units and shares Mr. Wray has voting and investment power; and
(iv) 2,917 Units owned jointly with his daughter, over which
he shares voting and investment power. Amount Beneficially
Owned excludes (i) 27,257 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.
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:
7.3%
(c) Number of Shares as to which such person has:
<PAGE> 5
Page Five
(i) sole power to vote or to direct
the vote 358,073
(ii) shared power to vote or to direct
the vote 2,917
(iii) sole power to dispose or to direct
the disposition of 358,073
(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 224,953 shares would be distributed to a partnership (for
which Mr. Wray is the general partner); dividends or proceeds from the
sale of 27,257 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.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
Not applicable.
<PAGE> 6
Page Six
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 4, 2000
--------------------------------------------------
(Date)
/S/ George W. Wray, Jr.
--------------------------------------------------
(Signature)
George W. Wray, Jr.,
--------------------------------------------------
(Name/Title)
