Attached files
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EX-10.1 - EX-10.1 - ACRE REALTY INVESTORS INC | c19489exv10w1.htm |
EX-99.1 - EX-99.1 - ACRE REALTY INVESTORS INC | c19489exv99w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 30, 2011
Roberts Realty Investors, Inc.
(Exact name of registrant as specified in its charter)
Georgia | 001-13183 | 58-2122873 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
450 Northridge Parkway, Suite 302 Atlanta, Georgia |
30350 |
|
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (770) 394-6000
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 Entry into a Material Definitive Agreement.
Roberts Realty Investors, Inc. (Roberts Realty or we), the registrant, conducts its
business through Roberts Properties Residential, L.P. (the operating partnership), which owns all
of Roberts Realtys properties. On June 30, 2011, the operating partnership entered into a
contract to sell its 11-acre parcel of land located off of GA 400 and Northridge Road in Sandy
Springs, Georgia for $5,060,000 or $23,000 per apartment unit plus the reimbursement of certain
development and construction expenses in the amount of $303,789 for a total cash sales price of
$5,363,789 or $24,381 per apartment unit. The company expects to close the sale by October 31,
2011.
Under the terms of the sales contract, the purchaser paid the operating partnership a $25,000
non-refundable earnest money deposit to be applied towards the purchase price due at closing. The
closing is scheduled to occur on or before October 31, 2011, provided that the purchaser at its
option can extend the closing date by 30 days to November 30, 2011 by paying an additional $100,000
non-refundable earnest money deposit to be applied towards the purchase price due at closing.
Although we had planned to, and would have preferred to, develop and construct a multifamily
community on the Northridge land parcel ourselves, we have not been able to obtain the necessary
equity and construction financing. We concluded that it is in the best interest of the company and
our shareholders to sell the Northridge land parcel to strengthen our balance sheet and provide it
with increased liquidity.
As disclosed in our previous SEC filings, Roberts Properties, Inc., which is wholly owned by
Mr. Charles S. Roberts, the President, Chief Executive Officer, and Chairman of the Board of
Roberts Realty, will purchase the property through a newly formed joint venture. The closing of
the sale is subject to the joint venture raising the equity and debt for the specific purpose of
funding the purchase of the property and constructing a multifamily community. Our audit
committee, which is composed of two independent directors, approved the transaction in accordance
with the committees charter in compliance with applicable listing rules of the NYSE Amex Equities
stock exchange. In approving the transaction, the audit committee obtained two independent
appraisals of the market value of the Northridge land parcel. These appraisals valued the land at
$3,300,000 and $5,100,000. Our board of directors also approved the transaction in accordance with
our Code of Business Conduct and Ethics, with Mr. Roberts abstaining from the vote.
The above description of the material terms of the sales contact is qualified in its entirety
by reference to the full text of the sales contract, which is attached as Exhibit 10.1 to this
report and is incorporated into this Item 1.01 by this reference.
We described the sale of the Northridge land parcel in a press release issued on June 30,
2011, a copy of which is attached as Exhibit 99.1 to this report
Note Regarding Forward-Looking Statements
This report 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, as amended (the
Exchange Act). The forward-looking statements relate to our intent, belief, or expectations
regarding our plan to sell the Northridge land parcel to Roberts Properties, Inc. or its designee.
These statements involve risks and uncertainties, including the risk that Roberts Properties, Inc.
or its designee may be unable to raise the equity and debt required and thus may be unable to close
the purchase. Other risks and uncertainties include the occurrence, ultimate terms, and timing of
the sale. These forward-looking statements are not guarantees of future performance.
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For these forward-looking statements, we claim the protection of the safe harbor for
forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. You
should not place undue reliance on the forward-looking statements, which speak only as of the date
of this report. All subsequent written and oral forward-looking statements attributable to us or
any person acting on our behalf are expressly qualified in their entirety by the cautionary
statements contained or referred to in this section. We undertake no obligation to publicly update
or revise any forward-looking statements, whether as a result of new information, future events, or
otherwise.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | Exhibit | |
10.1
|
Sales Contract dated June 30, 2011 between Roberts Properties Residential, L.P. and Roberts Properties, Inc. (Northridge land parcel). | |
99.1
|
Press release issued by Roberts Realty Investors, Inc. on June 30, 2011. |
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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. |
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Dated: June 30, 2011 | By: | /s/ Charles S. Roberts | ||
Charles S. Roberts | ||||
Chief Executive Officer |
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