UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Merry Land Properties, Inc.
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(Name of Issuer)
Common Stock (no par value)
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(Title of Class of Securities)
590441
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(CUSIP Number)
Mark S. Burgreen, Esq.
Hull, Towill, Norman & Barrett, P.C.
P. O. Box 1564, Augusta, GA 30903
(706) 722-4481
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 19, 1998
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f)
or 13d-1(g), check the following box: [ ]
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Page 1 of 5 Pages
CUSIP No.: 590441 Page 2 of 5
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(1) Name of Reporting Person W. Tennent Houston
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S.S. or I.R.S. Identification No. of above person (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) Source of Funds (See Instructions) OO, PF, SC
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(5) Check box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
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(6) Citizenship or Place of Organization
United States
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<TABLE>
<CAPTION>
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<S> <C> <C>
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Number of (7) Sole Voting Power 200,969
Shares ----------------------------------------------------------------------------------------------
Beneficially (8) Shared Voting Power 0
Owned by ----------------------------------------------------------------------------------------------
Each (9) Sole Dispositive Power 200,969
Reporting ----------------------------------------------------------------------------------------------
Person With (10) Shared Dispositive Power 0
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</TABLE>
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
200,969
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(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares [ ]
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(13) Percent of Class Represented by Amount in Row (11)
7.7%
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(14) Type of Reporting Person (See Instructions)
IN
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CUSIP No.: 590441 Page 3 of 5
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ITEM 1. SECURITY AND ISSUER
This statement relates to the common stock, no par value (the
"Common Stock") of Merry Land Properties, Inc., a Georgia
corporation (the "Company"). The principal executive offices of
the Company are located at 624 Ellis Street, Augusta, Georgia
30901.
ITEM 2. IDENTITY AND BACKGROUND
This statement is filed by W. Tennent Houston, whose business
address is 624 Ellis Street, Augusta, Georgia 30901. Mr. Houston
is presently the Chairman of the Board and Chief Executive Officer
of the Company.
During the last five years, Mr. Houston has not been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors), or been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction which resulted in
him being subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or being found in
violation with respect to such laws.
Mr. Houston is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The Common Stock was acquired in the following manner:
(1) 12,188 shares of the Common Stock were not acquired by
purchase but were acquired as a result of a spin-off distribution
by Merry Land & Investment Company, Inc. to its shareholders of all
of the common stock of the Company. For many years, Mr. Houston
had been a beneficial owner of the stock of Merry Land & Investment
Company, Inc.
(2) 107,527 shares of the Common Stock were acquired by the
award of a Restricted Stock Grant from the Company effective
October 19, 1998 under the Company's Management Incentive Plan.
These shares will vest in 15 equal annual installments beginning
October 19, 1998. These shares were issued in consideration for
Mr. Houston's services as an employee of the Company.
(3) 71,800 shares of the Common Stock were purchased with
personal funds on the open market and 9,454 shares of the Common
Stock were purchased with personal funds directly from individuals.
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CUSIP No.: 590441 Page 4 of 5
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ITEM 4. PURPOSE OF TRANSACTION
All of the shares of Common Stock beneficially owned by Mr.
Houston are held for investment. Mr. Houston may, from time to
time, depending upon market conditions, liquidity needs and other
investment considerations, purchase additional shares of common
stock for investment or dispose of shares of Common Stock. As an
officer and director of the Company, Mr. Houston expects to
regularly explore potential actions and transactions which may be
advantageous to the Company, including, but not limited to,
possible acquisitions, dispositions, reorganizations, mergers, or
other material changes in the business, corporate structure,
management, policies, governing instruments, capitalization,
securities or regulatory or reporting obligations of the Company.
Except as noted above, Mr. Houston has no plans or proposals which
would relate to or result in any of the matters referred to in
paragraphs (a) through (g) of the instructions to Item 4 of
Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF ISSUER
(a) Mr. Houston beneficially owns an aggregate of 200,969
shares of the Company's Common Stock, constituting 7.7% of the
number of shares of such common stock outstanding on the date
hereof.
(b) Mr. Houston has the sole power to vote or direct the vote,
and the sole power to dispose or direct the disposition of all
shares of Common Stock beneficially owned by Mr. Houston.
(c) The Common Stock was acquired during the past 60 days in
the following manner:
(1) 12,188 shares of the Common Stock were not acquired by
purchase but were acquired on October 15, 1998 as a result of a
spin-off distribution by Merry Land & Investment Company, Inc. to
its shareholders of all of the common stock of the Company. For
many years, Mr. Houston had been a beneficial owner of the stock of
Merry Land & Investment Company, Inc.
(2) 107,527 shares of the Common Stock were acquired by the
award of a Restricted Stock Grant from the Company effective
October 19, 1998 under the Company's Management Incentive Plan.
These shares will vest in 15 equal annual installments beginning
October 19, 1998. These shares were issued in consideration for
Mr. Houston's services as an employee of the Company.
(3) 71,800 shares of the Common Stock were purchased with
personal funds on the open market through a broker in several
transactions, described as follows:
Page 5 of 5
DATE NO. OF SHARES PRICE PER SHARE
10/16/98 1,000 $4.75
10/16/98 1,600 $4.875
10/16/98 2,000 $4.875
10/16/98 2,000 $4.75
10/16/98 2,000 $5.375
10/26/98 10,000 $4.75
10/22/98 12,000 $5.125
10/20/98 2,000 $4.50
10/21/98 1,000 $5.00
10/21/98 2,500 $5.00
10/20/98 4,300 $4.50
10/16/98 400 $4.50
10/16/98 1,000 $4.625
10/29/98 5,000 $4.8750
10/29/98 5,000 $4.8125
10/28/98 5,000 $4.6875
10/28/98 5,000 $4.8125
10/27/98 10,000 $4.50
In addition, Mr. Houston purchased 4,250 shares of Company Common
Stock from an individual on October 23, 1998 for $4.625 per share;
and purchased 5,204 Shares of Company Common Stock from an individual
on October 28, 1998 for $4.50 per share.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
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.
Dated: October 29, 1998
/s/ W. Tennent Houston
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Signature
W. Tennent Houston
