SECURITIES AND EXCHANGE COMMISSION
Section 13 or 15(d) of the
Exchange Act of 1934
Date of Report (Date of earliest event reported):
January 5, 2015
Realty Investors, Inc.
(Exact Name of Registrant as Specified in Its
(State or Other Jurisdiction of Incorporation)
|(Commission File Number)
||(IRS Employer Identification No.)|
|375 Northridge Road, Suite 330
|(Address of Principal Executive Offices)
(Registrant’s Telephone Number, Including
(Former Name or Former Address, if Changed Since
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:
||Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
||Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
||Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
Item 8.01 Other Events.
On January 5, 2015, the
Company retained D.F. King & Co., Inc., a division of American Stock Transfer & Trust Company, LLC as its proxy solicitor
for the special meeting of the Company’s shareholders to be held on January 22, 2015. The special meeting relates to
the Company’s definitive stock purchase agreement dated November 19, 2014 with A-III Investment Partners LLC (“A-III”),
a joint venture between affiliates of Avenue Capital Group and C-III Capital Partners LLC, which is controlled by Island Capital
Group LLC. The Company’s board of directors has unanimously approved the following proposals to be submitted to the Company’s
shareholders for their approval at the special meeting:
(1) the issuance
to A-III of $12.0 million of the Company’s common stock at a purchase price per share to be determined based on an estimate
of the Company’s closing date net asset value, which is currently expected to be approximately $1.40 per share, the issuance
to A-III of $38.0 million of warrants and the shares of common stock issuable upon exercise of the warrants at the same purchase
price per share, and the other transactions contemplated in the stock purchase agreement and in the other transaction agreements;
(2) the amendment
of the Company’s articles of incorporation to eliminate the ownership limits that are currently contained in the articles
of incorporation to permit A-III to purchase shares of the Company’s common stock at closing and exercise its warrants.
If the Company’s
shareholders approve both of these proposals and the other terms and conditions of the stock purchase agreement and other transaction
documents are satisfied, the Company expects that the closing of the transaction would occur on January 27, 2015.
D.F. King will assist the
Company with communications to its shareholders regarding the definitive proxy statement and answering shareholder questions, as
well as, conducting a direct solicitation of proxies from shareholders. D.F. King will also provide the Company with timely reports
detailing the progress of the overall solicitation and the interim voting results on the proposals being submitted to the Company’s
shareholders for approval at the special meeting. In consideration of these services, D.F. King will receive $6,000 plus the reimbursement
of their reasonable out-of–pocket expenses plus $4.50 for each contact and each vote taken by telephone.
On January 7, 2015,
we issued a press release naming D.F. King & Co., Inc., as our proxy solicitor. A copy of the press release is furnished
as Exhibit 99.1 hereto.
Forward Looking Statements
This current report on
Form 8-K 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. Some of the forward-looking statements relate to our intent, belief,
or expectations regarding, the closing of the stock purchase agreement, the timing of such closing, and the estimated purchase
price per share and warrant exercise price. These statements involve risks and uncertainties that include: whether the satisfaction
of the conditions to closing will occur, including obtaining the requisite approval of our shareholders; and the timing of the
closing of the transaction. 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. For more information about other risks and uncertainties
we face, please see the sections entitled “Risk Factors” in our most recent Annual Report on Form 10-K, our most recent
Quarterly Report on Form 10-Q and our definitive proxy statement filed with the SEC on December 23, 2014 for the special meeting
of shareholders to be held on January 22, 2015.
Additional Information and Where to Find It
This communication may
be deemed to be solicitation material in respect of the approval of the proposed issuance of securities to A-III by the Company
and related matters, and the proposed amendment to the Company’s articles of incorporation. The Company has filed a definitive
proxy statement with the SEC and mailed the definitive proxy statement to its shareholders. Shareholders of the Company are
strongly advised to read all relevant documents filed with the SEC, including the Company’s definitive proxy statement because
these documents contain important information about the proposed transaction. These documents will be available at no charge
on the SEC’s website at www.sec.gov. In addition, the Company will also provide copies of these documents for free to investors
who direct their requests to Roberts Realty Investors, Inc., c/o Secretary, 375 Northridge Road, Suite 330, Atlanta, Georgia 30350.
Participants in Solicitation
The Company, its directors and executive officers, and D.F. King, the Company’s proxy solicitor may
be deemed to be participants in the solicitation of proxies from the holders of the Company’s common stock in respect of
the proposals. Information about the directors and executive officers of the Company is set forth in the Company’s Annual
Report on Form 10-K, which was filed with the SEC on March 6, 2014. Investors may obtain additional information regarding the
interest of certain of those participants by reading the definitive proxy statement filed with the SEC on December 23, 2014. Information
about D.F. King & Co., Inc. can be found at the website www.dfking.com.
Item 9.01 Financial Statements and Exhibits.
||Press release issued by Roberts Realty Investors, Inc. on January
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: January 7, 2015
|| /s/ Anthony W. Shurtz
|| Anthony W. Shurtz
|| Chief Financial Officer