MERRY LAND & INVESTMENT CO INC
8-K/A, 1995-09-18
REAL ESTATE INVESTMENT TRUSTS
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                    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
  **********************************************************************
     Date of Report (Date of earliest event reported): April 28, 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)
   **********************************************************************

     ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.  The undersigned registrant hereby amends its current Report on
Form 8-K (date of event reported: April 28, 1995; date filed: June 8, 1995)
by filing the following described exhibit as set forth in the pages
attached hereto:

     Statements of the Excess of Operating Revenues over Specific
     Operating Expenses of The Club at Gwinnett Place Apartments (now
     known as Gwinnett Crossing Apartments) and Laurel Gardens at
     Coral Square Apartments.

     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
Filed:  September 18, 1995                        As Its Vice President
===========================================================================
<PAGE>
                        THE CLUB AT GWINNETT PLACE
                                     
               Statement of the Excess of Operating Revenues
                     Over Specific Operating Expenses
           for the Three Months Ended March 31, 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 statement of excess of revenues over
specific operating expenses of THE CLUB AT GWINNETT PLACE 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 property 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
property's revenue and expenses.

In our opinion, the 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 The Club at Gwinnett Place for the year ended
December 31, 1994 in conformity with generally accepted accounting
principles.

Arthur Andersen LLP

Atlanta, Georgia
August 4, 1995

<PAGE>
                        THE CLUB AT GWINNETT PLACE
                                     
     STATEMENTS OF EXCESS OF REVENUES OVER SPECIFIC OPERATING EXPENSES
                                     
           FOR THE THREE MONTHS ENDED MARCH 31, 1995 (UNAUDITED)
                                     
                   AND THE YEAR ENDED DECEMBER 31, 1994

<TABLE>
<CAPTION>
                                                         1995        1994
                                                      ----------  ----------
                                                      (Unaudited)
<S>                                                   <C>         <C>       
REVENUES:
  Rents (Note 1)                                      $  437,816  $1,579,739
  Other income                                            11,930      58,504
                                                      ----------  ----------
     Total revenues                                      449,746   1,638,243
                                                      ----------  ----------
SPECIFIC OPERATING EXPENSES (Note 2):
  Personnel                                               46,347     173,268
  General and administrative                               9,305      28,951
  Marketing                                                3,974      18,936
  Repairs, maintenance, and contract services             41,586     175,787
  Utilities                                               32,104     141,854
  Property insurance                                       7,605      25,734
  Real estate taxes                                       30,000     150,732
                                                      ----------  ----------
                                                         170,921     715,262
                                                      ----------  ----------
EXCESS OF REVENUES OVER SPECIFIC OPERATING EXPENSES   $  278,825  $  922,981
                                                      ==========  ==========

      The accompanying notes are an integral part of these statements.

</TABLE>

<PAGE>

                        THE CLUB AT GWINNETT PLACE
                                     
                                     
                 NOTES TO STATEMENTS OF EXCESS OF REVENUES
                                     
                     OVER SPECIFIC OPERATING EXPENSES
                                     
           FOR THE THREE MONTHS ENDED MARCH 31, 1995 (UNAUDITED)
                                     
                 AND FOR THE YEAR ENDED DECEMBER 31, 1994


1.   ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

     Description of Property

     The Club at Gwinnett Place is a 261 unit apartment complex located in
     Duluth, Georgia. The Complex is owned by TBCREC Residential No. 1 LP,
     a Delaware Limited Partnership and operated by Sentinel Realty Trust
     Company.

     On April 28, 1995, Merry Land & Investment Company, Inc. ("Merry
     Land") purchased this apartment complex for $10,200,000.

     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 statements of excess of revenues over specific
     operating expenses are presented on the accrual basis. The statement
     shave 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>
                      LAUREL GARDENS AT CORAL SQUARE
                                     
              Statement 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 statement of excess of revenues over
specific operating expenses of LAUREL GARDENS AT CORAL SQUARE 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 property 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
property's revenue and expenses.

In our opinion, the 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 Laurel Gardens at Coral Square for the year ended
December 31, 1994 in conformity with generally accepted accounting
principles.

Arthur Andersen LLP

Atlanta, Georgia
May 24, 1995

<PAGE>
                      LAUREL GARDENS AT CORAL SQUARE
                                     
         Statements of Excess of 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)                                      $1,187,556  $3,601,964
  Other income                                            49,562     167,840
                                                      ----------  ----------
     Total revenues                                    1,237,118   3,767,804
                                                      ----------  ----------
SPECIFIC OPERATING EXPENSES (Note 2):
  Personnel                                               93,838     255,632
  General and administrative                              26,437      68,893
  Marketing                                               21,586      38,484
  Repairs, maintenance, and contract services            159,853     299,549
  Utilities                                               92,970     283,155
  Property insurance                                      17,375      52,370
  Real estate taxes                                      157,072     432,361
                                                      ----------  ----------
                                                         569,131   1,430,444
                                                      ----------  ----------
EXCESS OF REVENUES OVER SPECIFIC OPERATING EXPENSES   $  667,987  $2,339,360
                                                      ==========  ==========

      The accompanying notes are an integral part of these statements.

</TABLE>

<PAGE>
                      LAUREL GARDENS AT CORAL SQUARE
                                     
               Notes to the Statements of Excess of Revenues
                                     
                     Over Specific Operating Expenses
                                     
           For the Four Months Ended April 30, 1995 (Unaudited)
                                     
                 And for the Year Ended December 31, 1994


1.   ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

     Description of Property

     Laurel Gardens at Coral Square is a 384 unit garden apartment complex
     located in Fort Lauderdale, Florida. The Complex is owned and operated
     by RMS Partners Coral Square, a Florida General Partnership.

     On May 19, 1995, Merry Land & Investment Company, Inc. ("Merry Land")
     purchased this apartment complex for $25,457,000 cash.  

     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 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.


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