UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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)
November 6, 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) PF
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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 210,772
Shares ----------------------------------------------------------------------------------------------
Beneficially (8) Shared Voting Power 286
Owned by ----------------------------------------------------------------------------------------------
Each (9) Sole Dispositive Power 210,772
Reporting ----------------------------------------------------------------------------------------------
Person With (10) Shared Dispositive Power 286
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</TABLE>
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
211,058
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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)
8.1%
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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
This Amendment reflects the acquisition of 29,500 shares of
Common Stock 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
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.
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CUSIP No.: 590441 Page 4 of 5
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ITEM 5. INTEREST IN SECURITIES OF ISSUER
(a) Mr. Thompson beneficially owns an aggregate of 211,058
shares of the Company's Common Stock, constituting 8.1% of the
number of shares of such common stock outstanding on the date
hereof.
(b) With respect to the 211,058 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 Amendment relates to the following shares of Common
Stock acquired during the past 60 days in the following manner:
(1) 29,500 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
10/29/98 6,000 $4.83
11/03/98 8,500 $4.94
11/05/98 5,000 $4.94
11/06/98 10,000 $4.94
(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.
Page 5 of 5
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: November 9, 1998
/s/ Michael N. Thompson
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Signature
Michael N. Thompson
