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 Michael N. Thompson
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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 181,272
Shares ----------------------------------------------------------------------------------------------
Beneficially (8) Shared Voting Power 286
Owned by ----------------------------------------------------------------------------------------------
Each (9) Sole Dispositive Power 181,272
Reporting ----------------------------------------------------------------------------------------------
Person With (10) Shared Dispositive Power 286
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</TABLE>
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
181,558
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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)
7.0%
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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 Michael N. Thompson, whose business
address is 624 Ellis Street, Augusta, Georgia 30901. Mr. Thompson
is presently the President, Chief Operating Officer, and a member
of the Board of Directors of the Company.
During the last five years, Mr. Thompson 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. Thompson 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) 9,231 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. Thompson
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. Thompson's services as an employee of the Company.
(3) 64,800 shares of the Common Stock were purchased with
personal funds on the open market.
ITEM 4. PURPOSE OF TRANSACTION
All of the shares of Common Stock beneficially owned by Mr.
Thompson are held for investment. Mr. Thompson may, from time to
time, depending upon market conditions, liquidity needs and other
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CUSIP No.: 590441 Page 4 of 5
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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. Thompson 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. Thompson 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. Thompson beneficially owns an aggregate of 181,558
shares of the Company's Common Stock, constituting 7.0% of the
number of shares of such common stock outstanding on the date
hereof.
(b) With respect to the 181,558 shares of Common Stock
beneficially owned by Mr. Thompson, such amounts include 286 shares
owned by his spouse, Susan Thompson, and their children, whose
address is 5 Brigantine Court, Savannah, Georgia 31410. During the
last five years, neither Mrs. Thompson nor their children have 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 them 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. Mrs. Thompson is a
citizen of the United States of America. These shares are treated
as though Mr. Thompson has shared power to vote and dispose the
shares.
(c) The Common Stock was acquired during the past 60 days in the
following manner:
(1) 9,231 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. Thompson 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
Page 5 of 5
October 19, 1998. These shares were issued in consideration for
Mr. Thompson's services as an employee of the Company.
(3) 64,800 shares of the Common Stock were purchased with
personal funds on the open market through a broker in several
transactions, described as follows:
DATE NO. OF SHARES PRICE PER SHARE
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 1,000 $4.625
10/16/98 2,000 $5.125
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
(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/ Michael N. Thompson
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Signature
Michael N. Thompson
