As filed with the Securities and Exchange Commission on May 7, 1996
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MERRY LAND & INVESTMENT COMPANY, INC.
(Exact Name of Registrant as Specified in its Charter)
Georgia 58-0961876
(State or Other Jurisdiction (IRS Employer Identification No.)
of Incorporation or Organization)
P.O. Box 1417
624 Ellis Street
Augusta, Georgia 30901
(706) 722-6756
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)
W. Hale Barrett
Hull, Towill, Norman & Barrett, P.C.
7th Floor SunTrust Bank Building
P.O. Box 1564
Augusta, Georgia 30913
(706) 722-4481
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent For Service)
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box. [X]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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<S> <C> <C> <C> <C>
Proposed
Title of Each Proposed Maximum
Class of Maximum Aggregate Amount of
Securitites to Amount to be Offering Price Offering Registration
be Registered Registered Per Unit<F1> Price<F1> Fee<F1>
- ---------------------------------------------------------------------------
Common Stock
without par 800,000 $21.125 $16,900,000 $5,828.00
value
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<FN>
<F1> Based on the mean average of the high and low sale prices per share of
Merry Land & Investment Company, Inc. common stock on May 5, 1996 on
the New York Stock Exchange.
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</TABLE>
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
<PAGE>
PROSPECTUS
800,000 Shares Common Stock
(Without Par Value)
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MERRY LAND & INVESTMENT COMPANY, INC.
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DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
The Dividend Reinvestment and Stock Purchase Plan (the "Plan") of
Merry Land & Investment Company, Inc. (the "Company") provides holders of
the Company's common stock and preferred stock (the "Shareholders") with a
simple and convenient method of purchasing additional common stock of the
Company (the "Common Stock") through the reinvestment of cash dividends and
optional cash payments without fees of any kind and at a 5% discount. All
Shareholders are eligible to join the Plan including Shareholders whose
shares are held in the name of a nominee or broker (i.e. "street name").
All dividends and optional cash payments will be reinvested in Common
Stock whether the Plan account contains common stock, preferred stock or a
combination of common stock and preferred stock.
A Shareholder may participate in the Plan by completing an
Authorization Card and returning it to First Union National Bank of North
Carolina, Shareholder Services Group, Dividend Reinvestment Area, 230 South
Tryon, Charlotte, North Carolina, 28288-1154. Shareholders who are
participants in the Plan may terminate their participation at any time.
Shareholders who are not participants in the Plan and who do not want to
become participants need do nothing and will continue to receive their cash
dividends, if and when declared, as usual. Shareholders who currently
participate in the Plan need take no further action to continue
participation.
The Company will use the Plan to raise additional capital.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION
OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY IN ANY JURISDICTION
TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION
IN SUCH JURISDICTION. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION
OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFERING MADE HEREBY, AND IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED BY THE COMPANY. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR
ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO
THE DATE HEREOF.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE. THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS
NOT PASSED ON OR ENDORSED THE MERITS OF THIS OFFERING.
ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
The date of this Prospectus is May 7, 1996.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and files
required reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Copies of such
reports, proxy statements and other information can be obtained from the
Commission at prescribed rates by addressing written requests for such
copies to the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Judiciary Plaza, Washington DC 20549. These reports, proxy
statements and other information can also be inspected and copied at the
public reference facilities referred to above and at the regional offices
of the Commission at: Chicago Regional Office, Suite 1400, Northwestern
Atrium Center, 500 West Madison Street, Chicago, Illinois 60661; and New
York Regional Office, 13th Floor, Seven World Trade Center, New York, New
York 10048 and also at the New York Stock Exchange, 20 Broad Street, New
York, New York 10005. Information as of particular dates, concerning
directors and officers of the Company, their remuneration, and any material
interest of such persons in transactions with the Company is disclosed in
proxy statements distributed to Shareholders of the Company and filed with
the Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company has filed a registration statement with the Commission
under the Securities Act of 1933, as amended (the "Securities Act"), with
respect to the shares of the Common Stock offered hereby. As permitted by
the rules and regulations of the Commission, this Prospectus does not
contain all of the information set forth in the registration statement. For
further information, reference is made to the registration statement and
its exhibits which may be inspected and copied at or obtained from the
Commission's public reference facilities, 450 Fifth Street, N.W., Judiciary
Plaza, Washington, D.C. 20549 upon payment of the prescribed fees. Each
statement made in this Prospectus with respect to a document that is filed
as an exhibit to the registration statement is qualified by reference to
such exhibit for a complete statement of the terms and conditions thereof.
The following documents filed by the Company with the Commission are
incorporated herein by reference: (i) the Company's annual report on Form
10-K for the year ended December 31, 1995; (ii) the Company's current
report on Form 8-K filed February 14, 1996; (iii) the Company's quarterly
report on Form 10-Q for the quarter ended March 31, 1996; and (iv) the
description of the Company's Common Stock contained in the Company's
registration statement on Form 8-A filed under the Exchange Act, including
any amendment or report filed for the purpose of updating such description.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the offering shall be deemed to be incorporated
by reference into this Prospectus and to be a part hereof from the date of
filing such documents.
Any statement contained herein or in a document incorporated herein by
reference or deemed to be incorporated by reference herein shall be
modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein, or in any amendment or supplement hereto,
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
Copies of all documents incorporated by reference, other than exhibits
to such documents (unless such exhibits are specifically incorporated by
reference into the information that this Prospectus incorporates), will be
provided without charge to each person who receives a copy of this
Prospectus on the written or oral request of such person directed to W.
Hale Barrett, the Company's Secretary, 624 Ellis Street, Augusta, Georgia
30901, telephone number (706) 722-6756.
THE COMPANY
The Company is a self-administered, self-managed real estate
investment trust ("REIT") whose principal business is the ownership and
operation of garden apartments. The Company conducted its initial public
stock offering in 1981 and elected to become a REIT in 1987. The Company is
a Georgia corporation with its principal office at 624 Ellis Street,
Augusta, Georgia 30901 and its telephone number is (706) 722-6756.
PLAN SUMMARY
The Company will use the Dividend Reinvestment and Stock Purchase Plan
(the "Plan") to raise additional capital through the sale of 800,000 shares
of common stock. The Plan provides holders of the Company's common stock
and preferred stock (the "Shareholders") with a simple and convenient
method of purchasing additional common stock of the Company (the "Common
Stock") through the reinvestment of cash dividends and optional cash
payments without fees of any kind and at a 5% discount. The 5% discount
approximates the Company's cost of raising additional capital in offerings
in which the Company has engaged an underwriter. The Company has not
engaged an underwriter under the Plan and has elected to pass the savings
on to those Shareholders participating in the Plan in the form of the 5%
discount. The Company has made the 5% discount available from the Plan's
first adoption in 1987 and has no present intent to adjust the discount.
Cash dividends may be reinvested in additional Common Stock without
limitation. Optional cash payments are subject to a maximum investment
limit of $5,000 per beneficial owner per quarter (the "Maximum
Investment"). The Company will not waive the Maximum Investment limit.
Optional cash payments are also subject to the limitation that the number
of shares of Common Stock which can be purchased with optional cash
payments cannot exceed the number of shares of common stock and preferred
stock owned by the Shareholder on the record date. Financial intermediaries
may engage in positioning and other transactions that would allow them to
acquire shares prior to the record date for the distribution, reinvest at
the discounted purchase price and resell the shares to capture the
discount. Although the 5% discount might otherwise encourage financial
intermediaries to invest optional cash payments to acquire Common Stock
under the Plan at a 5% discount and thereafter resell the shares to capture
the discount ("Resale Activity"), the Maximum Investment limit minimizes
the profit potential after accounting for transactional costs. The Plan's
further limitation upon the number of shares which can be purchased with
optional cash payments to the number of common or preferred shares owned on
the record date will also discourage Resale Activity. The Company has not
verified any past, nor does it expect any future, Resale Activity by any
financial intermediary. The Company has not entered into any arrangement
with any financial intermediary to engage in any Resale Activity. Any
financial intermediary engaging in any Resale Activity under the Plan may
be an underwriter under Section 2(11) of the Securities Act.
Knox, Ltd., one of whose general partners is Peter S. Knox III, has
been the only major purchaser of shares under the Plan. Knox, Ltd. last
participated in the Plan on March 31, 1992 when it purchased $255,538 of
Common Stock with reinvested dividends. Neither Mr. Knox nor Knox, Ltd. is
a financial intermediary. Mr. Knox and Knox, Ltd. may participate in the
Plan in the future with respect to the reinvestment of dividends but have
no present intent to make optional cash payments to purchase Common Stock.
THE PLAN
The Plan is set forth below in a question and answer format.
Purpose
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1. What is the purpose of the Plan and what use will be made of proceeds?
The primary purpose of the Plan is to provide holders of the Company's
common stock and preferred stock (the "Shareholders") with the opportunity
to reinvest cash dividends and optional cash payments in additional shares
of common stock (the "Common Stock") without fees of any kind and at a 5%
discount. Common Stock purchased under the Plan will be original issue
shares purchased directly from the Company. The Company will utilize the
proceeds from the sale of Common Stock under the Plan for its general
corporate purposes, including investments in apartments.
Features
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2. What are the important features of the Plan?
Shareholders who elect to participate in the Plan (the
"Participant(s)") may:
-- Automatically reinvest cash dividends paid on their common stock
and preferred stock held under the Plan in additional shares
of Common Stock.
-- Reinvest optional cash payments, under certain terms and
conditions, in additional shares of Common Stock without fees
of any kind and at a 5% discount.
-- Reinvest the full amount of all dividends and any optional cash
payments since fractional share interests may be held under
the Plan.
-- Avoid safekeeping and record-keeping requirements and costs
through the free custodial service and reporting provisions
of the Plan.
3. What are the disadvantages of participating in the Plan?
A Participant must make an investment decision to participate in the
Plan and purchase Common Stock prior to the date the Investment Price is
determined. See Question 4. A Participant may not terminate participation
for an Investment Date after the dividend record date with respect to the
reinvestment of dividends or after the forty-eight hour period preceding
the Investment Date with respect to optional cash payments. See Questions
17 and 24. The market price of the Company's common stock may fluctuate
between the time an investment decision to participate in the Plan is made
and the time at which Common Stock is purchased. No interest will be paid
on optional cash payments received by the Administrator pending
reinvestment under the Plan.
Important Dates and Terms
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4. What are the important dates and terms used in the Plan?
-- PARTICIPATION. An Authorization Card or Beneficial Owner
Authorization Card must be received no later than five days prior to
the record date established for a particular dividend in order to have
that dividend or any optional cash payment reinvested under the Plan.
-- PRICING PERIOD. The Pricing Period is the ten days the New York
Stock Exchange (the "NYSE") is open for trading preceding the
Investment Date.
-- INVESTMENT DATE. The Investment Date is the dividend payment date of
the Company's common stock and preferred stock. Optional cash payments
may only be used quarterly to purchase Common Stock only on the
Investment Date.
-- INVESTMENT PRICE. The Investment Price is the higher of:
i) 95% of the average of the daily high and low sale prices of the
Company's common stock on the NYSE during the Pricing Period or
ii) 95% of the average of the high and low sale prices of the
Company's common stock on the NYSE on the Investment Date.
The Investment Price may be higher for optional cash payments if a
Threshold Price has been established. See Question 20.
-- OPTIONAL CASH PAYMENTS. The deadline for receiving optional cash
payments is five days prior to the Investment Date.
-- THRESHOLD PRICE. The Company reserves the right to establish no
later than 5:00 p.m. on the last business day preceding a Pricing
Period a Threshold Price for reinvesting optional cash payments. See
Question 20.
Participation
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5. Who is eligible to participate in the Plan?
All Shareholders are eligible to participate in the Plan. In order to
make optional cash payments, a Participant must remain a holder of record
from the last day of the month prior to the Investment Date through the
Investment Date.
6. How does an eligible Shareholder become a Participant?
Shareholders whose shares are registered in their own name may become
Participants under the Plan by signing an Authorization Card and returning
it to First Union National Bank of North Carolina, Shareholder Services
Group, Dividend Reinvestment Area, 230 South Tryon, Charlotte, North
Carolina 28288-1154 (the "Administrator").
If shares are registered in the name of a broker, bank or nominee
(i.e. "street name") on behalf of a beneficial owner (the "Beneficial
Owner"), the Beneficial Owner may participate in the Plan either by having:
-- the shares registered directly in the name of the Beneficial Owner
and signing and returning an Authorization Card to the Administrator
or
-- the broker, bank or nominee participate in the Plan on behalf of the
Beneficial Owner by signing and returning a Beneficial Owner
Authorization Card to the Administrator. The Beneficial Owner
Authorization Card must be timely submitted for each quarter the
Participant desires to participate in the Plan on behalf of the
Beneficial Owner.
7. What do the Authorization Card and Beneficial Owner Authorization Card
provide?
The Authorization Card and Beneficial Owner Authorization Card provide
for the purchase of additional shares of Company Common Stock through the
following investment options:
(a) FULL DIVIDEND REINVESTMENT directs the Administrator to invest all the
Participant's cash dividends on all of the shares of common stock and
preferred stock then or subsequently registered in the Participant's name
in accordance with the Plan.
(b) PARTIAL DIVIDEND REINVESTMENT directs the Administrator to invest
in accordance with the Plan the cash dividends on only that number of
shares of common stock and preferred stock registered in the Participant's
name which are designated in the appropriate space on the Authorization
Card or Beneficial Owner Authorization Card. Dividends paid thereafter on
shares of common stock and preferred stock participating in the Plan will
be reinvested in additional shares of Common Stock.
(c) OPTIONAL CASH PAYMENTS ONLY allows the Participant to continue to
receive all cash dividends on shares of common stock and preferred stock
registered in the Participant's name and directs the Administrator to apply
only optional cash payments received from the Participant toward the
purchase of additional shares of Common Stock.
(d) OPTIONAL CASH PAYMENTS may also be made in addition to full or
partial reinvestment of dividends.
8. When may an eligible Shareholder join the Plan?
An eligible Shareholder may join the Plan at any time. If an
Authorization Card or Beneficial Owner Authorization Card is received by
the Administrator no later than five days prior to the record date
established for a particular dividend, reinvestment of dividends and any
optional cash payments under the Plan will commence with that Investment
Date. If received thereafter, the reinvestment of dividends or any optional
cash payments will begin with the next succeeding Investment Date. The
quarterly dividend record and payment dates for the Company's common stock
and preferred stock are expected to occur on or about the following dates:
Record Date Payment Date
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March 15 June 15
September 15 December 15
March 31 June 30
September 30 December 31
9. How may a Participant change options under the Plan?
A Participant may change investment options by requesting a new
Authorization Card or Beneficial Owner Authorization Card and returning it
to: First Union National Bank of North Carolina, Shareholder Services
Group, Dividend Reinvestment Area, 230 South Tryon, Charlotte, North
Carolina, 28288-1154.
Administration
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10. Who administers the Plan for Participants?
The Administrator administers the Plan, maintains its records and
sends Participants statements of accounts.
Costs
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11. Are there any expenses to Participants in connection with purchases
under the Plan?
No. Participants will incur no brokerage commissions or service
charges for purchases made under the Plan. All costs of administration of
the Plan will be paid by the Company.
Purchases
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12. At what price will shares of Common Stock be purchased under the Plan?
The price at which Common Stock will be purchased (the "Investment
Price") will be the higher of:
i) 95% of the average of the daily high and low sale prices of the
Company's common stock on the NYSE on the ten trading days preceding
the Investment Date (the "Pricing Period") or
ii) 95% of the average of the high and low sale prices of the Company's
common stock on the NYSE on the Investment Date.
Reinvestment of optional cash payments may be subject to the
additional requirement that the Investment Price must exceed the Threshold
Price if a Threshold Price has been established. The Investment Price may
be higher for optional cash payments if a Threshold Price has been
established. See Question 20.
13. How many shares of Common Stock will be purchased for Participants?
The number of shares of Common Stock purchased under the Plan for each
Participant will depend on the amount of each Participant's dividends and
optional cash payments and the Investment Price of the Common Stock. A
Participant's account will be credited with the number of shares,
calculated to four decimal places, equal to the total amount of dividends
and optional cash payments reinvested divided by the Investment Price of
the Common Stock. The number of Shares of Common Stock purchased with
optional cash payments is limited (See Question 19). The Plan imposes no
limit upon the number of shares of Common Stock which may be purchased with
the reinvestment of dividends.
14. What are the Investment Dates?
The Investment Dates will be the dividend payment dates. If the NYSE
is not open for trading on such date the Investment Date shall be the next
day that the NYSE is open for trading.
15. When will shares of Common Stock be purchased under the Plan?
Purchases will only be made quarterly as of each Investment Date.
16. How are shares of Common Stock acquired under the Plan?
Purchases under the Plan are made from the Company's authorized and
unissued shares of common stock.
17. When must the Administrator receive notice to prevent the reinvestment
of dividends or optional cash payments?
A written notice of termination must be received by the Administrator
prior to the dividend record date to prevent the reinvestment of dividends
on the following Investment Date. A written notice requesting the return of
any optional cash payment must be received by the Administrator no later
than forty-eight hours prior to the Investment Date to prevent reinvestment
of the optional cash payment in Common Stock.
Optional Cash Payments
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18. How may optional cash payments be made?
An optional cash payment may be made each quarter by a Participant
whose shares are registered directly in the Participant's name by enclosing
a check or money order payable to "First Union National Bank of North
Carolina" together with the Optional Cash Payment Form attached to a Plan
statement of account and mailing them to First Union National Bank of North
Carolina, Shareholder Services Group, Dividend Reinvestment Area, 230 South
Tryon, Charlotte, North Carolina 28288-1154. An optional cash payment may
also be made each quarter by a Participant acting on behalf of a Beneficial
Owner subject to the additional requirement that the Beneficial Owner
Authorization Card must have been received by the Administrator no later
than five (5) days prior to the dividend record date. The deadline for
receiving optional cash payments from Participants acting on their own
behalf or on behalf of a Beneficial Owner is no later than five days prior
to such Investment Date. Optional cash payments received thereafter will be
reinvested as of the next Investment Date.
19. What are the limitations on making optional cash payments?
A Participant is under no obligation to make any optional cash
payment. An optional cash payment must not be less than $25.00 (the
"Minimum Investment" nor more than $5,000 (the "Maximum Investment") per
quarter on any Investment Date for any Participant or any Beneficial Owner
on whose behalf a Participant may be investing. If a Participant or
Beneficial Owner holds more than one Plan account under the same social
security or tax identification number, optional cash payments from that
Participant or Beneficial Owner shall be aggregated and subject to the
Maximum Investment. The Company will not consider or grant any request for
waiver of the Maximum Investment. A Participant (or Beneficial Owner on
whose behalf a Participant may be investing) may not use optional cash
payments to purchase a number of shares of Common Stock exceeding that
number of shares of common stock and preferred stock owned by the
Participant (or Beneficial Owner on whose behalf a Participant may be
investing) on the record date. The Company will not consider or grant any
request for waiver of this limitation upon optional cash payments.
20. What are the Threshold Price provisions?
Prior to 5:00 p.m. on the last business day preceding each Pricing
Period, the Company reserves the right to establish a minimum price for the
reinvestment of optional cash payments (the "Threshold Price") on the
Investment Date, subject to the following provisions:
-- The Threshold Price will be established in the Company's sole
discretion after a review of current market conditions and other
factors.
-- A Participant may determine whether a Threshold Price has been
established and its amount by telephoning the Company at
(706) 722-6756.
-- If the daily average high and low sale prices of the Company's common
stock on the NYSE on a trading day during the Pricing Period (a "Daily
Investment Price") is less than the Threshold Price, such Daily
Investment Price will be EXCLUDED from the Pricing Period for the
purpose of calculating the Investment Price for optional cash
payments.
-- If the Threshold Price is greater than EACH Daily Investment Price
during a Pricing Period for a particular Investment Date optional cash
payments will not be reinvested and optional cash payments will be
returned to the Participants as promptly as practicable following the
Investment Date, without interest.
-- If a Threshold Price is established the Investment Price for optional
cash payments may be higher than the Investment Price for dividends
reinvested in additional Common Stock.
Reports to Participants
- -----------------------
21. What reports will be sent to Participants?
Participants will receive a statement from the Administrator after
each purchase made under the Plan. The statement will provide a record of
the cost basis of the Common Stock purchased and should be retained for tax
purposes.
Dividends
- ---------
22. Will Participants receive dividends on shares held in their Plan
accounts?
Yes. Dividends will be paid on all shares of common stock and
preferred stock held in a Plan account. Dividends will be automatically
reinvested in additional shares of Common Stock.
Withdrawal of Shares in Plan Accounts
- -------------------------------------
23. How may a Participant withdraw from the Plan?
A Participant may at any time withdraw all or any portion of the full
shares of common stock or preferred stock held in the Participant's
account. A request for withdrawal should be in writing and sent to First
Union National Bank of North Carolina, Shareholder Services Group, Dividend
Reinvestment Area, 230 South Tryon, Charlotte, North Carolina 28288-1154.
Certificates for the full shares so withdrawn will be issued in the name of
and mailed to the Participant. Any fractional share interest will be
liquidated and a check for the market value of the fractional share
interest (without deducting any expense or commission) will be mailed to
the Participant.
Termination of Participation
- ----------------------------
24. How may participation in the Plan be terminated?
A Participant may terminate participation in the Plan at any time by
written notice to the Administrator at First Union National Bank of North
Carolina, Shareholder Services Group, Dividend Reinvestment Area, 230 South
Tryon, Charlotte, North Carolina 28288-1154. A notice of termination
received by the Administrator after a dividend record date will not be
effective with respect to that dividend.
25. What happens to the full shares and any fractional shares interest in
a Plan account when participation in the Plan is terminated?
Upon termination of participation in the Plan, certificates for the
number of full shares of common stock and preferred stock will be issued in
the name of and mailed to the Participant. Any fractional share interest
will be liquidated and a check for the market value of the fractional share
interest (without deducting any expense or commission) will be mailed to
the Participant.
Federal Income Taxation
- -----------------------
26. What are the federal income tax consequences of participation in the
Plan?
The Internal Revenue Service has issued a private letter ruling to the
Company describing certain federal income tax consequences to Participants
in the Plan, and has issued other public rulings with respect to similar
plans. This discussion summarizes these rulings.
Participants will be deemed to have received a dividend for federal
income tax purposes equal to the fair market value of the Common Stock
purchased with reinvested dividends. Participants having made optional cash
payments will be deemed to have received a dividend for federal income tax
purposes equal to the excess of the fair market value of the Common Stock
purchased with optional cash payments over the amount of such optional cash
payment. The fair market value of the Common Stock purchased under the Plan
will become the Participant's basis for federal income tax purposes. The
Participant's holding period for common stock purchased under the Plan will
begin on the day following the Investment Date.
The following example may be helpful to illustrate the federal income
tax consequences of the reinvestment of dividends under the Plan:
Cash Dividends reinvested. . . . . . . . . . . . . . . . . . . . . . $100.00
Assumed current fair market value of common stock* . . . . . . . . . .$18.00
Less 5.0% discount . . . . . . . . . . . . . . . . . . . . . . . . . . $0.90
Net purchase price per share . . . . . . . . . . . . . . . . . . . . .$17.10
Number of shares purchased ($100.00/$17.10). . . . . . . . . . 5.8480 shares
Total taxable dividend resulting from the
transactions ($18.00 x 5.8480). . . . . . . . . . . . . . . . . $105.26
- -----------------
*This price is assumed for illustrative purposes only, and will vary with
the market price of the Common Stock.
If a Participant had made an optional cash payment of $100 the taxable
dividend resulting from the transaction would have been $5.26 which
represents the Plan's 5% discount feature.
Dividends attributable to years in which the Company is taxed as a
REIT will be ordinary income to shareholders unless the dividends are
designated as "capital gains dividends" by the Company. Capital gains
dividends are taxed at any applicable capital gains rate.
Dividend income to a corporate shareholder generally is eligible for a
70 percent dividends-received deduction under current federal laws;
however, this deduction is not available to corporate shareholders so long
as the Company continues to be taxed as a REIT. The Company intends to
determine and report the dividend amount on the basis that the fair market
value per share of the Common Stock issued is equal to the Investment
Price.
A Participant will not realize any taxable income upon the receipt of
certificates for whole shares credited to the Participant's account under
the Plan, either upon the Participant's request for certificates for such
shares or upon withdrawal from or termination of the Plan. However, a
Participant who receives, upon withdrawal from or termination of the Plan,
a cash payment for a fractional share credited to the Participant's account
will realize gain or loss measured by the difference between the amount of
cash received and the fair market value at which such fractional share was
credited to the Participant's account. Gain or loss will be realized by the
Participant upon the sale or exchange of shares after withdrawal from the
Plan. The amount of such gain or loss will be the difference between the
amount which the Participant receives for each whole share, and the
Participant's tax basis therefor.
A foreign Shareholder who is a Participant and whose dividends are
subject to United States income tax withholding will have the amount of the
tax to be withheld deducted from such dividends before reinvestment.
Statements confirming purchases made for a foreign Participant will
indicate that tax has been withheld.
The above is intended only as a general discussion for the current
federal income tax consequences of participation in the Plan. Participants
should consult their own tax advisers regarding the federal, state and
local income tax consequences (including the effects of any changes in law)
of their individual participation in the Plan.
Other Information
- -----------------
27. Will certificates be issued for shares of Common Stock purchased under
the Plan?
Unless requested by a Participant, certificates for shares of Common
Stock purchased under the Plan will not ordinarily be issued. The number of
shares credited to the Plan account will be shown in the report prepared by
the Administrator. This service protects a Participant against loss, theft
or destruction of stock certificates. Upon written request the
Administrator will issue certificates for whole shares held in a Plan
account. Certificates representing fractional share interests will not be
issued.
28. What happens to shares in a Plan account if all other shares
registered in the Participant's name are transferred or sold?
If a Participant disposes of all shares of common stock and preferred
stock registered in the Participant's name on the shareholder records of
the Company without disposing of shares in the Plan account, the
Administrator will continue to reinvest dividends payable on the shares of
common stock and preferred stock held in the Participant's Plan account
until such time as the Participant's participation in the Plan is
terminated.
29. What happens if the Company has a rights offering, stock dividend or
stock split?
Any stock dividend or split issued by the Company will be credited to
Plan accounts based on the number of shares (including fractional share
interests) held in such accounts on the record date for such dividend or
split. In the event the Company makes available rights or warrants to
purchase additional Company shares or other securities, such rights or
warrants will be made available to Participants based on the number of
shares (including fractional shares interests to the extent practicable)
held in their accounts on the record date established for determining the
Shareholders entitled to such rights or warrants.
30. How will a Participant's Plan shares be voted at a Shareholders'
meeting?
All shares in a Plan account will be added to the shares registered in
the Participant's name on the shareholder records of the Company and the
Participant will receive one proxy for all such shares which proxy will be
voted as the Participant directs or the Participant may vote all shares in
person at the shareholders' meeting.
31. May a Participant pledge or otherwise assign or transfer a Plan
account?
A Participant may not pledge or otherwise assign or transfer a Plan
account. A Participant who desires to pledge or otherwise assign or
transfer shares of common stock or preferred stock in a Plan account must
request that certificates for such shares be issued in the Participant's
name.
32. What is the responsibility of the Administrator and the Company under
the Plan?
The Administrator and the Company shall not be liable for any
administrative act done in good faith or for any good faith omission to
take administrative action, including, without limitation, any claims of
liability (i) arising out of failure to terminate a Participant's account
upon such Participant's death prior to receipt by the Administrator of
notice in writing of such death, (ii) with respect to the price or times at
which shares of Common Stock may be purchased under the Plan, or (iii) with
respect to any fluctuation in the market value of the Common Stock. Nothing
in the Plan limits or abridges a Participant's rights under the federal
securities laws. Participants should recognize that neither the
Administrator nor the Company can provide any assurance of profit or
protection against loss on shares of Common Stock purchased under the Plan.
The terms and conditions of the Plan shall be governed by the laws of the
State of Georgia.
33. May the Plan be changed or discontinued?
The Company reserves the right to modify, suspend or terminate the
Plan in whole or part at any time. Participants will be notified of any
such modification, suspension or termination.
DESCRIPTION OF COMMON STOCK
The summary of certain terms and provisions of the Common Stock
contained in this Prospectus does not purport to be complete and is subject
to, and qualified in its entirety by reference to the terms and provisions
of the Company's Articles and By-laws, as amended, copies of which are
filed as exhibits to the Registration Statement.
The Company has 100,000,000 shares of common stock authorized and
34,160,979 shares of common stock were issued as of March 31, 1996.
DIVIDEND RIGHTS. The holders of common stock are entitled to receive such
dividends as are declared by the Company's Board of Directors, after
payment of, or provision for, full cumulative dividends for outstanding
preferred stock.
VOTING RIGHTS. Each share of common stock is entitled to one vote on all
matters submitted to a vote of shareholders, including the election of
directors. Cumulative voting for directors is not permitted. Holders of
common stock and preferred stock, when outstanding and when entitled to
vote, vote as a class, except with respect to matters that relate only to
the rights, terms or conditions of the preferred stock, that affect only
the holders of the preferred stock, or that relate to the rights of the
holders of the preferred stock if the Company fails to fulfill any of its
obligations regarding the preferred stock.
LIQUIDATION RIGHTS. Upon any dissolution, liquidation or winding up of the
Company, the holders of common stock are entitled to receive pro rata all
of the Company's assets and funds remaining after payment of, or provision
for, creditors and distribution of, or provision for, preferential amounts
and unpaid accumulated dividends to holders of preferred stock.
PREEMPTIVE RIGHTS. Holders of common stock have no preemptive right to
purchase or subscribe for any shares of capital stock of the Company.
TRANSFER BANK AND REGISTRAR. The transfer agent and registrar for the
common stock is First Union National Bank of North Carolina, Charlotte,
North Carolina.
LEGAL OPINION
The validity of the shares of Company common stock issuable under the
Plan is being passed upon by Hull, Towill, Norman & Barrett, P.C., general
counsel of the Company. W. Hale Barrett is a member of Hull, Towill, Norman
& Barrett, P.C. and a Director and Secretary of the Company. He and members
of his firm own 27,338 shares of the Company's common stock.
EXPERTS
The audited financial statements and schedules incorporated by
reference in this prospectus and elsewhere in the registration statement
have been audited by Arthur Andersen LLP, independent public accountants,
as indicated in their reports with respect thereto, and are included herein
in reliance upon the authority of said firm as experts in giving said
reports.
USE OF PROCEEDS
The net proceeds from the sale of the Common Stock offered pursuant to
the Plan will be used for the general corporate purposes of the Company
including investments in apartments.
PLAN OF DISTRIBUTION
The Common Stock acquired under the Plan is being sold directly by the
Company. Broker-dealers and other financial intermediaries may engage in
positioning transactions in order to benefit from the 5% discount upon the
reinvestment of dividends since there is no ceiling on the number of shares
that may be issued. The Company may sell Common Stock at the 5% discount to
Shareholders, including financial intermediaries, who may thereafter resell
the shares to capture the discount ("Resale Activity") in market
transactions (including coverage of short positions) on the New York Stock
Exchange or in privately negotiated transactions. Shareholders
participating in Resale Activity may be deemed underwriters with the
difference between the discounted price such Shareholders pay to the
Company for shares of Common Stock acquired under the Plan and the price at
which such shares are resold being deemed underwriting commissions. The
Maximum Investment limit minimizes the profit potential for Resale Activity
after accounting for transactional costs. By limiting the number of shares
of Common Stock which can be purchased with optional cash payments under
the Plan to the number of shares of common and preferred stock owned on the
record date, the Plan requires an existing investment in the Company equal
to or in excess of the optional cash payment. This Plan provision limits
participation in the optional cash payment option to persons with bona fide
investments in the Company. The Company does not expect any Resale Activity
by financial intermediaries.
COMMISSION POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES
Section 14-2-851 of the Georgia Business Corporation Code authorizes a
corporation to provide for the indemnification of officers, directors and
employees in terms sufficiently broad to permit indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act of 1933, as amended. The Company
has adopted the provisions of the Georgia statute.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, may be permitted to directors, officers
or controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in
the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of
such issue.
<PAGE>
PART II. INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
<TABLE>
<S> <C>
Securities & Exchange Commission registration fee. . . $5,828.00
Blue Sky fee and expenses<F1>. . . . . . . . . . . . . $1,000.00
Accounting fee and expense<F1> . . . . . . . . . . . . $2,000.00
Cost of printing and engraving<F1> . . . . . . . . . . $5,000.00
Legal fees and expenses<F1>. . . . . . . . . . . . . . $5,000.00
Miscellaneous. . . . . . . . . . . . . . . . . . . . . $602.00
----------
TOTAL . . . . . . . . . . . . . . . . . . . . . . $19,430.00
- ---------------
<FN>
<F1> Estimated and subject to future contingencies
</TABLE>
Item 15. Indemnification of Directors and Officers
The Registrant's Articles of Incorporation contain the following
provisions:
a. No director of the Corporation shall be personally liable to the
Corporation or its shareholders for monetary damages for breach
of his duty of care or other duty as a director, provided that
this provision shall eliminate or limit the liability of a
director only to the maximum extent permitted by the Georgia
Business Corporation Code or any successor law.
b. Any repeal or modification of Section 11 by the shareholders of
the Corporation shall not adversely affect any right or
protection of a director of the Corporation existing at the time
of such repeal or modification.
The Registrant's By-laws include the following indemnification provisions:
a. The corporation shall indemnify any person who was or is
threatened to be made a party to any threatened, pending, or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (by reason of the fact that he is
or was a director of the corporation (as used in this Article
VII, "director" shall have the meaning set forth in O.C.G.A.
Section 14-2-850(2)), against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit
or proceeding if he acted in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation,
and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the
person did not act in a manner which he reasonably believed to be
in or not opposed to the best interests of the corporation, and
with respect to any criminal action or proceeding, had reasonable
cause to believe that his conduct was unlawful.
No indemnification under this subsection (a) shall be made:
i. In connection with a proceeding by or in the right of the
corporation in which the director was adjudged liable to the
corporation; or
ii. In connection with any other proceeding in which he was
adjudged liable on the basis that personal benefit was
improperly received by him.
b. The corporation shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact he is or
was a director, against expenses, (including attorneys' fees)
actually and reasonably incurred by him in connection with the
defense or settlement of such action or suit, if he acted in good
faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation; no
indemnification under this subsection (b) shall be made in
respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable to the corporation, or is
subjected to injunctive relief in favor of the corporation:
i. For any appropriation, in violation of his duties, of any
business opportunity of the corporation;
ii. For acts or omissions which involve intentional misconduct
or a knowing violation of law;
iii. For the types of liability set forth in Code Section
14-2-832; or
iv. For any transaction from which he received an improper
personal benefit, unless and only to the extent that the
court in which such action or suit was brought shall
determine upon application that, despite adjudication of
liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity
for such expenses which the court shall deem proper (see
amendment to articles of incorporation dated May 3, 1988).
c. To the extent that a director of the corporation has been
successful on the merits or otherwise in defense of any action,
suit or proceeding referred to in paragraphs (a) and (b) of this
Article, or in defense of any claim, issue or matter therein, he
shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection therewith.
d. Any indemnification under paragraphs (a) and (b) of this Article,
unless ordered by a court, shall be made by the corporation only
as authorized in the specific case upon a determination that
indemnification of the director, is proper in the circumstances
because he has met the applicable standard of conduct set forth
in paragraphs (a) and (b). Such determination shall be made (1)
by the Board of Directors by a majority vote of a quorum
consisting of directors who were not parties to such action, suit
or proceeding, or (2) if a quorum cannot be obtained under
paragraph (1) of this subsection, by majority vote of a committee
duly designated by the board of directors (in which designation
directors who are parties may participate), consisting solely of
two or more directors not at the time parties to the proceeding;
(3) by special legal counsel: (a) selected by the board of
directors of its committee in the manner prescribed in paragraph
(1) or (2) of this subsection; or (b) if a quorum of the board of
directors cannot be obtained under paragraph (1) of this
subsection and a committee cannot be designated under paragraph
(2) of this subsection, selected by majority vote of the full
board of directors (in which selection directors who are parties
may participate); or (4) by the shareholders, but shares owned by
or voted under the control of directors who are at the time
parties to the proceeding may not be voted on the determination;
(5) authorization of indemnification or an obligation to
indemnify and evaluation as to reasonableness or expenses shall
be made in the same manner as the determination that
indemnification is permissible; except that if the determination
is made by special legal counsel, authorization or
indemnification and evaluation as to reasonableness of expenses
shall be made by those entitled under paragraph (3) above to
select counsel.
e. Expenses incurred in defending a civil or criminal action, suit
or proceeding may be paid by the corporation in advance of the
final disposition of such action, suit or proceeding only if:
i. The director furnishes the corporation a written affirmation
of his good faith belief that his conduct does not
constitute behavior of the kind described in subsection (b)
of this Code section; and
ii. The director furnishes the corporation a written
undertaking, executed personally or on his behalf, to repay
any advances if it is ultimately determined that he is not
entitled to indemnification under this Code section.
f. If any expenses or other amounts are paid by way of
indemnification, otherwise than by court order or action by the
shareholders or by an insurance carrier pursuant to insurance
maintained by the corporation, the corporation shall, not later
than the next annual meeting of the shareholders, unless such
meeting is held within three (3) months from the date of such
payment, and, in any event, within fifteen (15) months from the
date of such payment, send (by personal delivery or first class
mail, or such other means as is authorized by O.C.G.A. Section
14-2-113) to its shareholders of record at the time entitled to
vote for the election of directors, a statement specifying the
persons paid, the amounts paid, and the nature and status at the
time of such payment of the litigation or threatened litigation.
g. For purposes of this Article, reference to "the corporation"
shall be as defined in Section 14-2-850 O.C.G.A.
h. The indemnification and advancement of expenses provided by or
granted pursuant to this Article shall, unless otherwise provided
when a director's term is terminated, continue as to a person who
has ceased to be a director, and shall inure to the benefit of
the heirs, executors and administrator of such a person.
Item 16. Exhibits
No. Description
------- ---------------------------------------------------------------
5 Opinion of Hull, Towill, Norman & Barrett, P.C.
(23)(i) Consent of Arthur Andersen LLP
(23)(ii) Consent of Hull, Towill, Norman & Barrett contained in Exhibit 5
99(i) Specimen Authorization Card
99(ii) Specimen Beneficial Owner Authorization Card
Item 17. Undertakings
The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material
change to such information in the registration statement.
2. That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
3. To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
4. That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934
that is incorporated by reference in the registration statement shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
5. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
===================================================
The Remainder of This Page Left Intentionally Blank
===================================================
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Augusta, State of Georgia on
May 7, 1996.
MERRY LAND & INVESTMENT
COMPANY, INC.
By: /S/
-----------------------
W. Tennent Houston
As Its President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
Chairman of the Board and
/S/ Chief Executive Officer May 7, 1996
- -----------------------------
Peter S. Knox III
President, Director and
/S/ Chief Financial Officer May 7, 1996
- -----------------------------
W. Tennent Houston
/S/ Director and Secretary May 7, 1996
- -----------------------------
W. Hale Barrett
/S/ Director May 7, 1996
- -----------------------------
Pierce Merry, Jr.
/S/ Director May 7, 1996
- -----------------------------
Hugh Calvin Long II
/S/ Controller May 7, 1996
- -----------------------------
Ronald J. Benton
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT INDEX
-------------
Page Number in
Sequentially
Numbered
Registration
No. Description Statement
- ---------------------------------------------------------------------------
<S> <C> <C>
5 Opinion of Hull, Towill, Norman & Barrett, P.C.
(23)(i) Consent of Arthur Andersen LLP
(23)(ii) Consent of Hull, Towill, Norman & Barrett
contained in Exhibit 5
99(i) Specimen Authorization Card
99(ii) Specimen Beneficial Owner Authorization Card
</TABLE>
Letterhead of HULL, TOWILL, NORMAN & BARRETT, P.C.
May 7, 1996
Writer's Direct Dial
706/828-2001
Merry Land & Investment Company, Inc.
624 Ellis Street
Augusta, Georgia 30901
Re: Registration with the Securities and Exchange Commission of
800,000 shares of the common stock of Merry Land & Investment
Company, Inc.
Ladies & Gentlemen:
We have acted as counsel to Merry Land & Investment Company, Inc. in
connection with the proposed offering of 800,000 additional shares of its
common stock, no par value, pursuant to its Dividend Reinvestment and Stock
Purchase Plan (the "Plan").
We are familiar with the articles of incorporation and by-laws of
Merry Land & Investment Company, Inc., and we have examined such additional
records as we deemed necessary to support opinion.
Based upon the foregoing, we are of the opinion that:
1. Merry Land & Investment Company, Inc. is a corporation duly
organized, existing and in good standing under the laws of the State of
Georgia.
2. All proceedings necessary to authorized the Plan and the offering
of shares pursuant to the Plan have been taken.
3. The common stock, when sold and paid for in accordance with the
Plan, will be legally issued, fully paid and non-assessable.
We hereby consent to references to this opinion in the registration
statement filed by Merry Land & Investment Company, Inc. in connection with
the registration of its common stock.
HULL, TOWILL, NORMAN
& BARRETT, P.C.
<PAGE>
ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement of our reports dated
January 15, 1996 included in the Company's Form 10-K for the year ended
December 31, 1995, and to all references to our firm included in this
Registration Statement.
ARTHUR ANDERSEN LLP
Atlanta, Georgia
May 7, 1996
<PAGE>
MERRY LAND & INVESTMENT COMPANY, INC.
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
AUTHORIZATION CARD
I wish to participate in the Merry Land & Investment Company, Inc. Dividend
Reinvestment and Stock Purchase Plan (the "Plan") and authorize Merry Land
& Investment Company, Inc. to forward to First Union National Bank of North
Carolina, as my agent, the dividends due to me with respect to the below
designated shares of Merry Land & Investment Company, Inc. common stock and
preferred stock held in my name. I authorize First Union National Bank of
North Carolina, as my agent, to reinvest my cash dividends and optional
cash payments to purchase Merry Land & Investment Company, Inc. Common
Stock under the terms and conditions set forth in the Prospectus that
accompanied this card and to have such Common Stock held by a nominee.
Dividends to be Reinvested
- --------------------------
I wish to have dividends automatically reinvested as follows:
[ ] Reinvest dividends for all shares of common stock and preferred
stock held in my name.
[ ] Reinvest dividends for only ___________ shares of common stock
and only ___________ shares of preferred stock held in my name
and all shares held in the Plan. Continue to pay dividends in
cash for the remainder of my shares of common stock and preferred
stock.
OPTIONAL CASH PAYMENTS
- ----------------------
[ ] Only reinvest optional cash payments received from me and
continue to pay dividends in cash for all of my shares of common
stock and preferred stock. A check payable to First Union with my
authorization card is enclosed.
[ ] Reinvest optional cash payments received from me in addition to
the reinvestment of my dividends set forth above.
Name
(Print) __________________ SS# ____________ Signature _________________
Name
(Print) __________________ SS# ____________ Signature _________________
Date _________________
<PAGE>
--------------------------------------
MERRY LAND & INVESTMENT COMPANY, INC.
--------------------------------------
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
Beneficial Owner Authorization Card
TO: Merry Land & Investment Company, Inc.
c/o First Union National Bank of North Carolina
Shareholder Services Group
Dividend Reinvestment Area
230 South Tryon
Charlotte, NC 28288-1154
PHONE: 800-829-8432
FAX: 704-374-6987
RE: Merry Land & Investment Company, Inc.
Dividend Reinvestment and Stock Purchase Plan
Plan Account Number _____________________
(To be completed by existing Plan participants only)
DATE:
The undersigned shareholder of Merry Land & Investment Company, Inc. (the
"Company") desires to participate in the Company's Dividend Reinvestment
and Stock Purchase Plan (the "Plan") on behalf of the beneficial owners of
the shares of common stock and preferred stock of the Company registered in
the name of the undersigned (the "Beneficial Owners") and hereby authorizes
First Union National Bank of North Carolina to invest all cash dividends
payable to the undersigned and the optional cash payments made by the
undersigned on behalf of the Beneficial Owners pursuant to this
Authorization Card in additional shares of the Company's Common Stock in
accordance with the terms and conditions of the Plan and this Authorization
Card.
In connection with such participation the undersigned hereby represents and
warrants to and agrees with the Company as follows:
Participation
- -------------
1) All of the below designated shares of common stock and preferred
stock registered in the name of the undersigned are beneficially
owned by the Beneficial Owners. The Beneficial Owners' names,
tax identification numbers and number of shares participating are
set forth on Schedule "A".
2) The undersigned's participation in the Plan is subject to the
terms and conditions of the Plan as it may from time to time be
amended.
Optional Cash Payments
- ----------------------
1) The undersigned will execute a Beneficial Owner Authorization
Card each time the undersigned desires to make optional cash
payments under the Plan on behalf of Beneficial Owners.
2) The amount of optional cash payments submitted with this
Beneficial Owner Authorization Card is set forth on Schedule "A".
______________________________
(Name of Shareholder)
By: ______________________________
(Authorized Signature)
Address: ______________________________
______________________________
______________________________
Telephone: ______________________________
<PAGE>
SCHEDULE "A"
------------
Participation
- -------------
The Beneficial Owners referred to on the Beneficial Owner Authorization
Card are as follows:
No. of Shares of No. of Shares of
Common Stock to Preferred Stock to
Participate in Participate in
Name Tax ID No. the Plan the Plan
- --------------------------------------------------------------------------
_________________ _________________ _________________ __________________
_________________ _________________ _________________ __________________
_________________ _________________ _________________ __________________
_________________ _________________ _________________ __________________
Optional Cash Payment
- ---------------------
An optional cash payment (may not exceed $5,000 per quarter per Beneficial
Owner) in the total amount of $__________________________ is submitted in
the form of a (check) (money order) (bank transfer) to be allocated as
follows:
Name Tax ID No. Dollar Amount
- --------------------------------------------------------------------------
________________________ ________________________ ________________________
________________________ ________________________ ________________________
________________________ ________________________ ________________________
Date:
- ---------------------------------- ---------------------------------
(Name of Shareholder)
By: ---------------------------------
(Authorized Signature)
