UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 4)
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)
February 19, 1999
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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 6 Pages
<PAGE>
CUSIP No.: 590441 Page 2 of 6
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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
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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 433,565
Shares ------------------------------------------------------------------
Beneficially (8) Shared Voting Power 0
Owned by ------------------------------------------------------------------
Each (9) Sole Dispositive Power 433,565
Reporting ------------------------------------------------------------------
Person With (10) Shared Dispositive Power 0
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</TABLE>
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
433,565
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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)
16.7%
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(14) Type of Reporting Person (See Instructions)
IN
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<PAGE>
CUSIP No.: 590441 Page 3 of 6
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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. Mr.
Houston is also the sole Trustee of the Company's Employee Stock Ownership
Plan ("ESOP").
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 Amendment relates to 135,071 shares of Common Stock held by Mr.
Houston as Trustee of the ESOP, which shares have not been allocated to the
account of any Company employee, 127,771 of such shares were acquired by
the ESOP from January 11, 1999 through March 12, 1999 with funds
contributed or loaned to the ESOP by the Company.
ITEM 4. PURPOSE OF TRANSACTION
All of the shares of Common Stock beneficially owned by Mr. Houston
individually 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
<PAGE>
CUSIP No.: 590441 Page 4 of 6
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instructions to Item 4 of Schedule 13D. All of the shares of Common Stock
held by Mr. Houston in his capacity as the Trustee of the ESOP are held
solely in a fiduciary capacity for the benefit of the participants of the
ESOP. The purpose of the ESOP is to attempt to align the interests of the
Company's employees with those of the Company's shareholders by providing
stock ownership interests to the employees. The ESOP may purchase,
distribute to participants, or dispose of shares of Common Stock depending
upon market conditions, liquidity needs, participant distribution,
allocation or investment rights, or other investment considerations.
ITEM 5. INTEREST IN SECURITIES OF ISSUER
(a) Mr. Houston beneficially owns an aggregate of 433,565 shares of
the Company's Common Stock, constituting 16.7% 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 Amendment relates to shares of Common Stock acquired by the
ESOP during the past 60 days in the following manner:
The ESOP purchased 68,771 shares of Common Stock on March 12, 1999 at
a price per share of $4.72 in connection with the Odd-Lot program conducted
with respect to the Company's common stock managed by Shareholder
Communications Corporation.
59,000 shares of the Common Stock were purchased on the open market
through a broker in several transactions, described as follows:
DATE NO. OF SHARES PRICE PER SHARE
01/06/99 3,500 $3.94
01/13/99 4,500 $3.77
01/14/99 2,000 $3.69
02/18/99 5,000 $4.94
02/19/99 40,000 $4.94
03/04/99 4,000 $4.94
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
The rights of the participants of the ESOP with respect to the 135,071
unallocated shares of Common Stock held by Mr. Houston as
<PAGE>
CUSIP No.: 590441 Page 5 of 6
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Trustee of the ESOP are further described in the terms of the ESOP, which
is incorporated by reference to Exhibit 10.3 of the Company's Form 10-K
filed March 31, 1999.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
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Page 6 of 6
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: April 13, 1999
/s/ W. Tennent Houston
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Signature
W. Tennent Houston
