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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. 2) (1)
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 Wray Partnership
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 Georgia
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NUMBER OF
SHARES 5 SOLE VOTING POWER 334,821(1)
BENEFICIALLY -------------------------------------------
OWNED BY 6 SHARED VOTING POWER 0
EACH -------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER 334,821(1)
PERSON WITH -------------------------------------------
8 SHARED DISPOSITIVE POWER 0
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 334,821(1)
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.8%(1)
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12 TYPE OF REPORTING PERSON*
PN
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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:
Wray Partnership
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.
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Page Four
Item 4. Ownership.
(a) Amount Beneficially Owned:
The Wray Partnership beneficially owns 334,821 shares,
including 224,953 shares of Common Stock and 109,868 units of
limited partnership interest in Roberts Properties
Residential, L.P. ("Units") that may be exchanged for an equal
number of shares of Common Stock.
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:
6.8%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote 334,821
(ii) shared power to vote or to direct
the vote 0
(iii) sole power to dispose or to direct
the disposition of 334,821
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(iv) shared power to dispose or to direct
the disposition of 0
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.
Not applicable.
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 4, 2000
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(Date)
/S/ George W. Wray, Jr.
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(Signature)
George W. Wray, Jr., General Partner
(Name/Title)
