MERRY LAND & INVESTMENT CO INC
8-K, 1996-08-02
REAL ESTATE INVESTMENT TRUSTS
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                   SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.  20549
                                    
                                FORM 8-K
                             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 10, 1996

                  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, Georgia                           30901
(Address of principal executive offices)                      (Zip Code)

  Registrant's telephone number, including area code:  706/722-6756

                                    n/a
       ------------------------------------------------------------
       (Former name or former address, if changed since last report)
  **********************************************************************


Filed: August 2, 1996

<PAGE>

  ITEM 5.   OTHER EVENTS. Merry Land & Investment Company, Inc. (the
"Company") has previously reported the acquisition of the Mariner Club and
Sedona Springs Apartments. Financial statements with respect to these
properties have been prepared and are being filed herewith.

  ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
            EXHIBITS.

       Statements of excess of revenues over specific operating expenses
with respect to the Mariner Club and Sedona Springs Apartments are attached
hereto as Exhibits 99.1 and 99.2.

                                 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
   As Its Vice President

<PAGE>
               THE OPERATIONS OF THE SEDONA SPRINGS PROPERTY
            STATEMENTS OF THE EXCESS OF OPERATING REVENUES OVER
          SPECIFIC OPERATING EXPENSES FOR THE THREE MONTHS ENDED
             MARCH 31,1996 (UNAUDITED) AND FOR THE YEAR ENDED
                             DECEMBER 31, 1995
                      TOGETHER WITH AUDITOR'S REPORT

<PAGE>

                            ARTHUR ANDERSEN LLP
                                     
                                     
                 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 OPERATIONS OF THE SEDONA SPRINGS
PROPERTY for the year ended December 31, 1995. 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 of excess of
revenue over specific operating expenses is free of material misstatement.
An audit includes examining, on a test basis, evidence supporting the
amounts and disclosures in the statement of excess of revenues over
specific operating expenses. 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 OPERATIONS OF THE SEDONA SPRINGS PROPERTY for
the year ended December 31,1995 in conformity with generally accepted
accounting principles.

Arthur Andersen LLP
Atlanta, Georgia
June 22, 1996

<PAGE>
               THE OPERATIONS OF THE SEDONA SPRINGS PROPERTY
         STATEMENTS OF EXCESS OF REVENUES OVER SPECIFIC OPERATING
      EXPENSES FOR THE THREE MONTHS ENDED MARCH 31, 1996 (UNAUDITED)
                   AND THE YEAR ENDED DECEMBER 31, 1995

<TABLE>
<CAPTION>
                                                           1996        1995
                                                     ----------  ----------
                                                     (Unaudited)
<S>                                                  <C>          <C>        
REVENUES:                                                                    
     Rents (Note 1)                                     $764,045     $996,859
     Other Income                                         28,032       73,269
                                                      ----------   ----------
          Total revenues                                 792,077    1,070,128
                                                      ----------   ----------
SPECIFIC OPERATING EXPENSES (Note 2):                                        
     Real estate taxes                                    78,061      213,925
     Personnel                                           144,168      183,654
     Utilities                                            52,643      165,255
     General and administrative                           35,771       61,500
     Repairs, maintenance, and contract services          30,616       47,618
     Marketing                                             5,395       22,282
     Property insurance                                   11,880        8,342
                                                      ----------   ----------
                                                         358,534      702,576
                                                      ----------   ----------
EXCESS OF REVENUES OVER SPECIFIC
     OPERATING EXPENSES                                 $433,543     $367,552
                                                      ==========   ==========
</TABLE>

      The accompanying notes are an integral part of these statements.

<PAGE>
                 THE OPERATIONS OF SEDONA SPRINGS PROPERTY
               NOTES TO THE STATEMENTS OF EXCESS OF REVENUES
                     OVER SPECIFIC OPERATING EXPENSES
           FOR THE THREE MONTHS ENDED MARCH 31, 1996 (UNAUDITED)
                 AND FOR THE YEAR ENDED DECEMBER 31, 1995

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

   On April 10, 1996, Merry Land & Investment Company, Inc. ("Merry
   Land") purchased all of the partnership interests in Embrey Oakwell
   Family Ltd. for $27.4 million cash, representing ownership of the 396
   unit apartment complex located in Austin, Texas. Construction of the
   property commenced in 1994, and the first unit was leased in May 1995.

   Rental Income

   Rents from leases are accounted for ratably over the term of each
   lease which is generally for a period of twelve 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.

<PAGE>
                THE OPERATIONS OF THE MARINER CLUB PROPERTY
            STATEMENTS OF THE EXCESS OF OPERATING REVENUES OVER
          SPECIFIC OPERATING EXPENSES FOR THE THREE MONTHS ENDED
             MARCH 31,1996 (UNAUDITED) AND FOR THE YEAR ENDED
                             DECEMBER 31, 1995
                      TOGETHER WITH AUDITOR'S REPORT

<PAGE>
                            ARTHUR ANDERSEN LLP
                                     
                                     
                 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 OPERATIONS OF THE MARINER CLUB PROPERTY
for the year ended December 31, 1995. 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 of excess of
revenue over specific operating expenses is free of material misstatement.
An audit includes examining, on a test basis, evidence supporting the
amounts and disclosures in the statement of excess of revenues over
specific operating expenses. 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 OPERATIONS OF THE MARINER CLUB PROPERTY for the
year ended December 31,1995 in conformity with generally accepted
accounting principles.

Arthur Andersen LLP
Atlanta, Georgia
June 22, 1996

<PAGE>

                              THE OPERATIONS
                       OF THE MARINER CLUB PROPERTY
         STATEMENTS OF EXCESS OF REVENUES OVER SPECIFIC OPERATING
       EXPENSES FOR THE THREE MONTHS ENDED MARCH 31,1996 (UNAUDITED)
                   AND THE YEAR ENDED DECEMBER 31, 1995

<TABLE>
<CAPTION>
                                                          1996        1995
                                                    ----------  ----------
                                                     (Unaudited)
<S>                                                  <C>           <C>       
REVENUES:                                                                    
     Rents (Note 1)                                     $692,437   $2,811,167
     Other Income                                         20,920       81,434
                                                      ----------   ----------
          Total revenues                                 713,357    2,892,601
                                                      ----------   ----------
SPECIFIC OPERATING EXPENSES (Note 2):                                        
     Real estate taxes                                    81,249      286,433
     Personnel                                            62,012      225,534
     Utilities                                            43,544      180,220
     General and administrative                           35,805      153,562
     Repairs, maintenance, and contract services          47,371      206,212
     Marketing                                             6,873       34,175
     Property insurance                                    7,600       33,766
                                                      ----------   ----------
                                                         284,454    1,119,902
                                                      ----------   ----------
EXCESS OF REVENUES OVER SPECIFIC
     OPERATING EXPENSES                                 $428,903   $1,772,699
                                                      ==========   ==========
</TABLE>

      The accompanying notes are an integral part of these statements.

<PAGE>
                THE OPERATIONS OF THE MARINER CLUB PROPERTY
               NOTES TO THE STATEMENTS OF EXCESS OF REVENUES
                     OVER SPECIFIC OPERATING EXPENSES
           FOR THE THREE MONTHS ENDED MARCH 31, 1996 (UNAUDITED)
                  AND FOR THE YEAR ENDED DECEMBER 31,1995

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

   Description of Properties
   -------------------------

   On April 25, 1996, Merry Land & Investment Company, Inc. ("Merry
   Land") purchased the 304 unit apartment complex located in Hollywood,
   Florida from Southwest Realty Acquisition Trust for $8.4 million cash
   and $9.6 million assumption of mortgage.

   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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