SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): June 9, 1995
MERRY LAND & INVESTMENT COMPANY, INC.
(Exact name of registrant as specified in its charter)
Georgia 001-11081
(State or other jurisdiction of incorporation) (Commission File Number)
58-0961876
(I.R.S. Employer I.D. Number)
624 Ellis Street, Augusta, GA 30901
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 706/722-6756
____________________________________________________________
(Former name or former address, if changed since last report)
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The undersigned registrant hereby amends the following items,
financial statements, exhibits or other portions of its current Report on
Form 8-K (date of event reported: June 9, 1995) as set forth in the pages
attached hereto.
Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this amendment to be signed on its
behalf by the undersigned, thereunto duly authorized.
MERRY LAND & INVESTMENT
COMPANY, INC.
By: /s/ Dorrie E. Green
----------------------------
Dorrie E. Green
Filed: June 21, 1995 As Its Vice President
<PAGE>
ITEM 5. OTHER EVENTS. Merry Land & Investment Company, Inc. (the
"Company") entered into four agreements (the "Agreements") on June 9, 1995
for the acquisition of four limited partnerships which own four apartment
communities containing 1,630 units in Dallas, Texas. Three of the
communities recently have been completed and one is currently under
construction. The aggregate purchase price of the four partnerships is
$102.1 million. The Company's obligation to purchase the four partnerships
is subject to various conditions, including the completion of inspections
of the apartment communities by the Company, the attainment of specified
occupancy and rent levels and, in the case of the property currently under
construction, the completion of the construction. Closing with respect to
two of the four partnerships is expected to occur by the end of July, with
the other two partnerships expected to be acquired later in the year.
Because of the closing conditions, there is no assurance that these
acquisitions will occur.
The communities owned by the partnerships to be acquired, the names of
the partnerships, the names of the sellers, the number of units and the
allocated cost are as follows:
<TABLE>
<CAPTION>
Name of Apartments Name of Partnership Name of Seller Units Allocated Cost
- -------------------------- ------------------------------- --------------------------------- ----- --------------
<S> <C> <C> <C> <C>
Jefferson at Cedar Springs Jefferson at Cedar Springs, L.P. Carmil Capital Corporation &
JPI Investment Company, L.P. 380 $24,000,000
Jefferson at Round Grove Jefferson at Round Grove, L.P. Carmil Capital Corporation,
JPI Investment Company, L.P., &
Sumiken Real Estate Company, Ltd. 404 $24,650,000
Jefferson at Chase Oaks Jefferson at Chase Oaks, L.P. Carmil Capital Corporation &
JPI Investment Company, L.P. 470 $29,000,000
Jefferson on the Parkway Jefferson on the Parkway/
Dallas, L.P. Carmil Capital Corporation &
JPI Investment Company, L.P. 376 $24,450,000
========================== =============================== ================================= ===== =============
TOTAL 1,630 $102,100,000
</TABLE>
None of the sellers or partnerships are related to or affiliated with
the Company. The Company intends to form two wholly owned subsidiary
corporations to acquire all of the partnership interests of the sellers and
to thereafter continue to operate the four Dallas, Texas properties through
the four partnerships.
The Company intends to utilize the proceeds of its $120 million senior
note offering made pursuant to Registration Statement No. 33-57453 to pay
for these acquisitions.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. Attached hereto are pro forma
statements of income and audited statement of excess revenues over specific
operating expenses with respect to the anticipated acquisitions.
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Signature Blocks on Following Page
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<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Merry Land & Investment Company, Inc.
(Registrant)
By: /s/ Dorrie E. Green
-------------------------------------
Dorrie E. Green
As Its Vice President
<PAGE>
Certain JPI Investment Company Properties
Combined Statements of the Excess of Operating Revenues
Over Specific Operating Expenses
for the Four Months Ended April 30, 1995 (Unaudited)
and for the Year Ended December 31, 1994
Together With Auditors' Report
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Shareholders and Board of Directors of
Merry Land & Investment Company, Inc.:
We have audited the accompanying combined statement of excess of revenues
over specific operating expenses of CERTAIN JPI INVESTMENT COMPANY
PROPERTIES for the year ended December 31, 1994. This financial statement
is the responsibility of management. Our responsibility is to express an
opinion on this financial statement based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the statement is free of material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the statement. An audit also
includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.
As described in Note 2, the financial statement excludes certain expenses
that would not be comparable with those resulting from the operations of
the properties after acquisition by Merry Land & Investment Company, Inc.
The accompanying financial statement was prepared for the purpose of
complying with the rules and regulations of the Securities and Exchange
Commission and is not intended to be a complete presentation of the
properties' revenue and expenses.
In our opinion, the combined statement of excess of revenues over specific
operating expenses referred to above presents fairly, in all material
respects, the excess of revenues over specific operating expenses
(exclusive of expenses described in Note 2) of Certain JPI Investment
Company Properties for the year ended December 31, 1994 in conformity with
generally accepted accounting principles.
ARTHUR ANDERSEN LLP
Atlanta, Georgia
May 24, 1995
<PAGE>
CERTAIN JPI INVESTMENT COMPANY PROPERTIES
NOTES TO THE COMBINED STATEMENTS OF EXCESS OF REVENUES
OVER SPECIFIC OPERATING EXPENSES
APRIL 30, 1995 (UNAUDITED)
AND FOR THE YEAR ENDED DECEMBER 31, 1994
1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Description of Properties
On June 12, 1995, Merry Land & Investment Company, Inc. ("Merry
Land") entered into a contract to purchase all of the partnership
interests in four apartment complexes located in Dallas, Texas, for
approximately $102.1 million cash, subject to the completion of the
due diligence process and certain contingencies. These properties
were constructed during 1994 and 1995. Below is a list of
properties acquired:
<TABLE>
<CAPTION>
% of Units
Leased at Date
April 30, Leasing
Property Units 1995 Began
-------------------------------- ----- ---------- -------------
<S> <C> <C> <C>
Jefferson at the Parkway, Dallas 376 79% August 1994
Jefferson at Chase Oaks 470 43 November 1994
Jefferson at Cedar Springs 380 94 April 1994
Jefferson at Round Grove 404 68 August 1994
</TABLE>
JPI Investment Company is a 99% limited partner in all four of the
above partnerships. All properties were constructed and managed by
affiliates of JPI Investment Company.
Rental Income
Rents from leases are accounted for ratably over the term of each
lease which is generally for a period of 12 months or less.
2. BASIS OF ACCOUNTING
The accompanying combined statements of excess of revenues over
specific operating expenses are presented on the accrual basis. The
statements have been prepared in accordance with the applicable
rules and regulations of the Securities and Exchange Commission for
real estate properties acquired. Accordingly, the statements
exclude certain historical expenses not comparable to the
operations of the property after acquisition by Merry Land, such as
depreciation, interest, and management fees. Merry Land has elected
to be taxed as a real estate investment trust ("REIT") under the
Internal Revenue Code and intends to maintain its qualification as
a REIT in the future. Accordingly, no provision for federal or
state income taxes is required.
<PAGE>
CERTAIN JPI INVESTMENT COMPANY PROPERTIES
COMBINED STATEMENTS OF EXCESS REVENUES
OVER SPECIFIC OPERATING EXPENSES
FOR THE FOUR MONTHS ENDED APRIL 30, 1995 (UNAUDITED)
AND THE YEAR ENDED DECEMBER 31, 1994
<TABLE>
<CAPTION>
1995 1994
----------- -----------
(Unaudited)
<S> <C> <C>
REVENUES:
Rents (Note 1) $2,604,700 $1,569,296
Other income 105,218 59,848
---------- ----------
Total revenues 2,709,918 1,629,144
---------- ----------
SPECIFIC OPERATING EXPENSES (Note 2):
Personnel 419,786 489,329
General and administrative 67,893 91,445
Marketing 182,144 305,916
Repairs, maintenance, and contract services 118,131 98,372
Utilities 117,511 110,961
Property insurance 40,649 24,437
Real estate taxes 72,849 71,194
---------- ----------
1,018,963 1,191,654
---------- ----------
EXCESS OF REVENUES OVER SPECIFIC OPERATING EXPENSES 1,690,955 437,490
========== ==========
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>
<TABLE>
<CAPTION>
MERRY LAND & INVESTMENT COMPANY, INC.
PRO FORMA STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1994
(Unaudited)
(In thousands, except per share data)
1994 1995
Apartment Acquisitions Apartment Acquisitions
----------------------- --------------------------------
Interest
Combined Three and
Results of Asset JPI Dividend
As Acquired Adjust- Acquisi- Acquisi- Adjust- Adjust- Pro
Reported Properties ments tions tions ments ment Forma
-------- ---------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Income from property operations
Rental and mineral
royalty revenue. . . . . . . $103,169 $27,224 (a) $7,373 (b) $12,594 (b) $150,360
Rental expenses,
property tax and insurance . 38,409 11,849 (a) 82 (c) 3,034 (b) 4,786 (b) 60 (c) 58,220
Depreciation of real
estate owned . . . . . . . . 17,877 5,425 (d) 4,044 (d) 27,346
-------- -------- -------- -------- -------- -------- -------- --------
Operating income
from properties . . . . . 46,883 15,375 (5,507) 4,339 7,808 (4,104) 0 64,794
Other income:
Other interest and
dividend income. . . . . . . 2,440 (144) (e) 2,296
Other. . . . . . . . . . . . 25 25
-------- -------- -------- -------- -------- -------- -------- --------
2,465 (144) 2,321
Expenses:
Interest . . . . . . . . . . 10,394 7,653 (e) 18,047
General and
administrative . . . . . . . 1,773 34 (f) 30 (f) 1,837
Depreciation-other,
amortization and other costs 470 120 (e) 590
Other non-recurring costs. . 200 200
-------- -------- -------- -------- -------- -------- -------- --------
12,837 0 34 0 0 30 8,301 20,674
Income before gains. . . . . . 36,511 15,375 (5,541) 4,339 7,808 (4,134) (8,445) 46,441
Gains on sales of assets:
Gains on sales of investments 201 201
Gains on sales of real estate 273 273
-------- -------- -------- -------- -------- -------- -------- --------
474 474
-------- -------- -------- -------- -------- -------- -------- --------
Net Income . . . . . . . . . . $36,985 $15,375 ($5,541) $4,339 $7,808 ($4,134) ($8,445) $46,915
======== ======== ======== ======== ======== ======== ======== ========
Preferred dividend requirement 7,934 20,535 (g)
Net income available for
common shares. . . . . . . . $29,051 $26,380
Net income per common share
(fully diluted). . . . . . . $1.10 $0.80
Weighted Average common shares
outstanding. . . . . . . . . 26,430 32,861
Weighted average fully diluted
common shares. . . . . . . . 32,562 44,236
See notes and assumptions to unaudited pro forma statements of income.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
MERRY LAND & INVESTMENT COMPANY, INC.
PRO FORMA STATEMENT OF INCOME
FOR THE QUARTER ENDED MARCH 31, 1995
(Unaudited)
(In thousands, except per share data)
Interest
Three and
Asset JPI Dividend
As Acquisi- Acquisi- Adjust- Adjust- Pro
Reported tions tions ments ment Forma
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Income from property operations:
Rental and mineral royalty
revenue . . . . . . . . . . $32,991 $2,220 (b) $3,149 (b) $38,360
Rental expenses, property
tax and insurance.. . . . . 12,363 986 (b) 1,196 (b) 15 (c) 14,560
Depreciation of real estate
owned . . . . . . . . . . . 5,892 1,011 (d) 6,903
-------- -------- -------- -------- -------- --------
Operating income from
properties. . . . . . . . . 14,736 1,234 1,953 (1,026) 0 16,897
Other income:
Other interest and dividend
income. . . . . . . . . . . 631 (57) (e) 574
Other.. . . . . . . . . . . . 140 140
-------- -------- -------- -------- -------- --------
771 0 0 0 (57) 714
Expenses:
Interest. . . . . . . . . . . 2,977 1,280 (e) 4,257
General and administrative. . 531 8 (f) 539
Depreciation-other,
amortization and
other costs.. . . . . . . . 128 30 (e) 158
Other non-recurring costs.. . 0 0
-------- -------- -------- -------- -------- --------
3,636 0 0 8 1,442 4,954
Income before gains. . . . . . . 11,871 1,234 1,953 (1,034) (1,499) 12,657
Gains on sales of assets:
Gains on sales of investments. 48 48
Gains on sales of real estate. 0 0
-------- -------- -------- -------- -------- --------
48 0 0 0 0 48
Net income.. . . . . . . . . . . 11,919 $1,234 $1,953 ($1,034) ($1,499) $12,705
======== ======== ======== ======== ======== ========
Preferred dividend requirement . 3,074 5,134 (g)
Net income available for common
shares. . . . . . . . . . . . $8,845 $7,571
Net income per common share
(fully diluted).. . . . . . . $0.27 $0.23
Weighted Average common shares
outstanding.. . . . . . . . . 32,720 32,861
Weighted average fully diluted
common shares. . . . . . . . 39,627 44,236
See notes and assumptions to unaudited pro forma statements of income.
</TABLE>
<PAGE>
MERRY LAND & INVESTMENT COMPANY, INC.
Notes and Assumptions to Unaudited Pro Forma Income Statements
(a) Represents adjustments to reflect a full period of rental income and
rental expense for the properties acquired during 1994.
(b) Represents adjustments to reflect a full period of rental income and
rental expense on properties acquired or under contract during 1995.
The JPI properties are subject to a contingent contract requiring that
the properties reach 90% occupancy prior to contract closing;
accordingly, the JPI pro forma balances represent estimated rental
revenues and rental expenses at 90% occupancy.
(c) Represents adjustment to reflect additional management costs on
properties acquired during the period.
(d) Represents adjustments to reflect a full period of depreciation on
properties acquired during the period.
(e) Represents adjustment to interest expense, amortization expense and
other interest and dividend income resulting from property
acquisitions, payoff of other debt and the use of the senior note and
common and preferred stock offering proceeds. Assumed effective yield
on the new senior notes is 7.31%.
(f) Represents adjustment to reflect the additional general and
administrative expenses required by an increase in personnel and
associated costs related to properties acquired during the period.
(g) Represents the dividend requirement on the preferred stock
outstanding.
NOTE: No pro forma balance sheet has been prepared. Giving effect to
the proceeds of the Series C preferred stock and use of such
proceeds to repay the unsecured line of credit and the repurchase
agreement debt results in the following pro forma balances:
<TABLE>
<CAPTION>
<S> <C>
Properties, at cost $969,578
Total assets $962,157
Total debt $257,819
Shareholders' equity $697,499
</TABLE>
