<PAGE>
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) OF THE
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of
the Commission Only (as
permitted by Rule
(14a-6 (e) (2)
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to the Rule 14a-11(c) or
Rule 14a-12
MERRY LAND & INVESTMENT COMPANY, INC.
- -----------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- -----------------------------------------------------------------
(Name of Person (s) Filing Proxy Statement, if other than
Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] $125 per Exchange Act Rule 0-11(c) (1) (ii), 14a-6(i) (1), or
14a-6 (i) (1), or 14-6 (i) (2) or Item 22 (a) (2) of
Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i) (3).
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i) (4) and 0-11.
(1) Title of each class of securities to which transaction
applies:
-------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it
was determined):
-------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------
(5) Total fee paid:
$125
-------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2)and identify the filing for which
the offsetting fee was paid previously. Identify the
previous filing by registration statementy number, or the form or
schedule and the date of its filing.
(1) Amount Previously Paid:
-----------------------------------------------------------------
(2) Form, Schedule or Registration Statement No. :
---------------------------------------------------------------------
(3) Filing Party:
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(4) Date Filed:
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<PAGE>
Merry Land & Investment Company, Inc.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
April 15, 1996
To The Shareholders of Merry Land & Investment Company, Inc.
The Annual Meeting of Shareholders of Merry Land &
Investment Company, Inc. will be held at the Telfair Inn
Conference Center,326 Greene Street, Augusta, Georgia, on Monday,
April 15,1996, at 10:00 a.m. for the following purposes:
1. To elect five directors to hold office until the next
annual meeting of shareholders or until their successors
are elected and qualified.
2. To transact such other business as may properly come
before the meeting or any adjournment.
The close of business on March 1, 1996 has been set by the
directors as the record date for determination of the
shareholders of the Company who are entitled to notice of and to
vote at the meeting. A copy of the 1995 Annual Report is
enclosed.
Shareholders who do not expect to attend the meeting in
person are requested to date, vote and sign the enclosed proxy
card, indicating any voting instructions, and to return it in the
accompanying envelope.
By order of the Board of Directors,
W. HALE BARRETT
Secretary
March 13, 1996
PLEASE VOTE AND RETURN THE ENCLOSED
PROXY CARD PROMPTLY
<PAGE>
Merry Land & Investment Company, Inc.
Proxy Statement
General This proxy statement is furnished in connection
with the solicitation of proxies by the Board of Directors to be
used at the Annual Meeting of Shareholders of Merry Land &
Investment Company, Inc. which will be held Monday, April 15,
1996 at the Telfair Inn Conference Center, 326 Greene Street,
Augusta, Georgia at 10:00 A.M. The Company's principal executive
offices are located at 624 Ellis Street, Augusta, Georgia 30901
and its telephone number is 706/722-6756.
Voting When proxies are properly executed and returned, the
shares of common stock they represent will be voted or abstained
at the meeting in accordance with any directions noted. If no
directions are noted, they will be voted to elect the directors
nominated by the Board. The Company's management knows of no
other matters to be presented or considered at the meeting;
however,the proxies named shall have discretionary authority to
vote on any other matter which may properly be presented at the
meeting. In addition, the proxies named shall have the authority
to vote for any person for election as a director in lieu of any
person nominated if the nominee is unable to serve. It is not
contemplated that any nominee will be unable to serve.
The following rules govern voting at the Annual Meeting:
- A majority of the shares of common stock entitled to vote
will constitute a quorum. Shares of common stock are counted
for quorum purposes if they are represented at the meeting
for any purpose other than solely to object to holding the
meeting or transacting business at the meeting.
- For the election of directors a quorum must be present,
either in person or by proxy, and a plurality of the shares
voting must vote in the affirmative.
- Abstentions and broker non-votes are neither counted for
purposes of determining the number of affirmative votes
required for the election of directors nor voted for or
against matters presented for shareholder consideration.
Consequently, so long as a quorum is present, abstentions
and broker non-votes have no effect on the outcome of any
vote.
Revocation of Proxies Execution of the enclosed proxy will
not affect the shareholder's right to attend the meeting and vote
in person. A shareholder may revoke a proxy at any time before it
is voted.
Solicitation The accompanying proxy is solicited by the
Board of Directors. The expense of solicitation, which is not
expected to exceed the normal expense of a proxy solicitation for
a meeting at which directors are elected, will be borne by the
Company.
Directors
All directors of the Company are elected annually for terms
of one year and hold office until their successors are elected
and qualify. Unless instructed to the contrary, the accompanying
proxy will be voted to elect as directors the persons named in
the table below.
The Company's Bylaws provide for a Board of Directors
consisting of not less than three nor more than fifteen members.
The number of directors is fixed at five for the current
year. The proxies may not be voted for more than five directors.
The table below shows the names and ages of all directors,
their position with the Company, the period they have served as
directors, the committees on which they serve, the amount and
percentage of common stock beneficially owned and their business
experience during the past five years.
<TABLE>
<CAPTION>
Common
Stock Beneficially Owned(1)
Name, Business Experience Position Director
and Committees Age with Company Since Amount Percentage(2)
- ---------------------------------------------------------------------------------------------
<S> <C> <S> <C> <C> <C>
Peter S. Knox III 60 Chairman of the Board 1976 2,744,874(3) 8.1%
and Chief Executive
Officer
Chairman of the Board and Chief Executive Officer of the Company
since 1976. Executive Committee.
W. Tennent Houston 45 President and Director 1986 311,866(4) .92%
President of the Company since 1985. Employee of the Company since 1981. Executive Committee.
W. Hale Barrett 67 Secretary and Director 1969 18,100(5) .05%
Member of law firm of Hull, Towill, Norman & Barrett, P.C., counsel to the Company. Executive and Audit Committees.
Pierce Merry, Jr. 71 Director 1981 110,564(6) .33%
Retired Chairman of Boral Bricks, Inc. (formerly Merry Companies,Inc.). Audit Committee.
Hugh Calvin Long II 44 Director 1994 10,213(7) .03%
Capital Area President, First Union National Banks of Virginia, Maryland & Washington, D.C. Previously Regional Executive Vice
President of First Union National Bank of Georgia. Audit Committee.
</TABLE>
(1) The shares shown were owned directly by the named person as of
March 1, 1996 unless otherwise indicated.
(2) Assumes 34,015,291 shares outstanding, including 33,890,291
shares outstanding as of March 1, 1996, and 125,000 shares
issuable upon exercise of presently exercisable incentive stock
options held by Mr. Houston and the Company's other
executive officers.
(3) See "Voting Securities and Principal Holders".
(4) Includes 14,734 shares held in Mr. Houston's account in the
Company's Employee Stock Ownership Plan ("ESOP"). Also
includes 92,415 shares in the ESOP which have not been
allocated to the account of any Company employee and for which
Mr. Houston holds voting power as sole trustee of the ESOP.
Includes 31,000 shares issuable upon exercise of presently
exercisable incentive stock options.
(5) Includes 100 shares owned by Mr. Barrett's wife. Mr. Barrett
disclaims beneficial ownership of the shares owned by his
wife.
(6) Includes 18,812 shares owned by the Merry Foundation, of which
Mr. Merry is trustee.
(7) Includes 3,713 shares owned by Mr. Long's wife and children.
Mr. Long disclaims beneficial ownership of the shares owned
by his wife and children.
Executive Officers
All executive officers of the Company are elected annually
for terms of one year and hold office until their successors are
elected and qualify. The table below shows the names and ages of
all executive officers who are not directors, their position with
the Company, the period they have served as executive officers,
the amount and percentage of common stock beneficially owned and
their business experience during the past five years.
<TABLE>
<CAPTION>
Common
Position Stock Beneficially Owned(1)
Name and Business Experience Age with Company Amount Percentage(2)
- --------------------------------------------------------------------------------------------
<S> <C> <S> <C> <C>
Michael N. Thompson 47 Vice President 149,222(3)(4) .44%
Vice President of the Company since August 1992. Employee of the Company since February 1992. President of Thompson & Wright,
Inc., asset managers, from November 1990 to January 1992.
Joseph P. Bailey III 37 Vice President 89,587(5)(6) .26%
Vice President of the Company since August 1992. Employee of the Company since 1989.
Ronald J. Benton 38 Vice Presient 132,441(7)(8) .39%
Vice President of the Company since 1995. Controller of the Company since January 1986. Employee of the Company since 1984.
Ralph J. Simons, Jr. 31 Vice President 86,536(9)(10) .25%
Vice President of the Company since 1995. Employee of the Company since 1990.
Dorrie E. Green 37 Vice President 42,000(11(12) .12%
Vice President of the Company since 1995. Employee of the Company since 1994.
Chief Financial Officer of JG Financial Management Services from September
1992 to October 1994. Vice President of Heritage Property Company from August
1991 to September 1992. Previously Chief Financial Officer of North and West
Florida Divisions of Trammell Crow Residential Company.
</TABLE>
(1) The shares shown were owned directly by the named person as of
March 1, 1996 unless otherwise indicated.
(2) Assumes 34,015,291 shares outstanding, including 33,890,291
shares outstanding as of March 1, 1996, and 125,000 shares
issuable upon exercise of presently exercisable incentive
stock options held by Mr. Houston and the executive officers
Messrs. Thompson, Bailey, Benton, Simons and Green.
(3) Includes 6,533 shares owned by Mr. Thompson's wife and
children. Includes 23,000 shares issuable upon exercise of
presently exercisable incentive stock options.
(4) See "Executive Compensation".
(5) Includes 1,000 shares owned by Mr. Bailey's daughter. Includes
26,500 shares issuable upon exercise of presently
exercisable incentive stock options.
(6) Mr. Bailey has purchased Company common stock at the market
price with full recourse, interest free loans under the
Company's stock loan program (the "Stock Loan Program"). Mr.
Bailey purchased 10,000 shares on 9/14/92 at the market
price of $10.75 per share by borrowing $107,500; 10,000 shares on
1/11/93 at the market price of $15.50 per share by borrowing
$155,000; 10,000 shares on 3/14/94 at the market price of
$20.88 per share by borrowing $208,750; and 24,000 shares on
6/15/95 at the market price of $19.00 per share by borrowing
$456,000. The maximum outstanding principal balance of loans
to Mr. Bailey under the Stock Loan Program totaled $867,750
in 1995 and totaled $829,761 on 3/1/96. The Company has also
extended Mr. Bailey interest free, full recourse loans to
exercise incentive stock options. The maximum outstanding
principal balance of these loans totaled $19,978 in 1995 and
totaled $16,266 on 3/1/96.
(7) Includes 22,500 shares issuable upon exercise of presently
exercisable incentive stock options.
(8) Includes 25,447 shares owned by Mr. Benton's wife. Mr. Benton
has purchased Company common stock at the market price with
full recourse, interest free loans under the Stock Loan
Program. Mr. Benton purchased 10,000 shares on 9/14/92 at
the market price of $10.75 per share by borrowing $107,500;
10,000 shares on 1/11/93 at the market price of $15.50 per
share by borrowing $155,000; 10,000 shares on 3/14/94 at the
market price of $20.88 per share by borrowing $208,750; and
24,000 shares on 6/15/95 at the market price of $19.00 per
share by borrowing $456,000. The maximum outstanding
principal balance of loans to Mr. Benton under the Stock
Loan Program totaled $867,750 in 1995 and totaled $829,761
on 3/1/96. The Company has also extended Mr. Benton interest
free, full recourse lonas to exercise incentive stock
options. The maximum outstanding principal balance of these
loans totaled $66,831 in 1995 and totaled $49,009 on 3/1/96.
(9) Includes 14,000 shares issuable upon exercise of presently
exercisable incentive stock options.
(10)Mr. Simons has purchased Company common stock at the market
price with full recourse, interest free loans under the
Stock Loan Program. Mr. Simons purchased 10,000 shares on
9/14/92 at the market price of $10.75 per share by borrowing
$107,500; 10,000 shares on 1/11/93 at the market price of
$15.50 per share by borrowing $155,000; 20,000 shares on
3/14/94 at the market price of $20.88 per share by borrowing
$417,500; and 24,000 shares on 6/15/95 at the market price of $19.00 per
share by borrowing $456,000. The maximum outstanding
principal balance of loans to Mr. Simons under the Stock
Loan Program totaled $1,063,800 in 1995 and totaled
$1,018,776 on 3/1/96. The Company has also extended Mr.
Simons interest free, full recourse loans to exercise
incentive stock options. The
maximum outstanding principal balance of these loans
totaled $24,638 in 1995 and totaled $20,886 on 3/1/96.
(11)Includes 8,000 shares issuable upon exercise of presently
exercisable incentive stock options.
(12)Mr. Green has purchased Company common stock at the market
price with full recourse, interest free loans under the
Stock Loan Program. Mr. Green purchased 10,000 shares on
12/15/94 at the market price of $17.50 per share by
borrowing $175,000 and 24,000 on 6/15/95 at the market price of
$19.00 by borrowing $456,000. The maximum outstanding
principal balance of loans to Mr. Green under the Stock Loan
Program totaled $626,310 in 1995 and totaled $602,391 on
3/1/96.
The Board and its Committees
The Board met four times in 1995. The Board maintains an
Executive Committee and an Audit Committee but no nominating or
compensation committees. The Executive Committee is empowered to
conduct the business of the Company between Board meetings but
did not meet in 1995. The Audit Committee supervises the
Company's independent public accounting firm and met once in
1995. All directors attended all of the meetings of the Board and
the committees on which they served in 1995.
Directors who are not employees of the Company receive fees
of $1,500 per quarter plus $1,000 for each Board meeting
attended. Directors are not additionally compensated for
attending any Audit or Executive Committee meeting. Directors who
are Company employees receive no compensation for their service
on the Board or its committees.
Report of the Board of Directors on Executive Compensation
Compensation Policies
The Company's Board of Directors acts as a whole on
executive compensation matters except with respect to the
compensation of Messrs. Knox and Houston, the administration of
incentive and nonstatutory stock option plans and the extension
of interest free loans to employees for the purchase of Company
common stock. Mr. Knox's compensation for 1995 was determined by
Messrs. Barrett, Long and Merry, the Board's outside directors,
who also set Mr. Houston's compensation after considering Mr.
Knox's recommendation. The stock option and stock loan plans were
administered in 1995 by Messrs. Barrett, Long and Merry, the
Board's outside directors.
The Board's goal in setting executive compensation is to
link pay to Company performance by making stock based
compensation the most significant component of executive pay. The
major components of executive compensation are base salary, cash
bonuses, stock options and stock loans, each of which is
described in more detail in this proxy statement. In determining
all forms of compensation the Board evaluates the executive
officer's contribution toward the achievement of the Company's
goals of increasing shareholder value as measured by several
indicators, including stock price performance, growth in funds
from operations and growth in dividends pershare. The Board does
not establish specific performance criteria but instead
subjectively considers the Company's performance and each
executive officer's contribution toward the achievement of
Company goals.
The Board sets base salaries for executive officers at
levels it considers to be low relative to real estate investment
trusts of similar size as outlined in the annual compensation
survey prepared by the National Association of Real Estate
Investment Trusts and other industry publications. The Board also
grants cash bonuses to reward individual performance at times
when the Company achieves exceptional financial results.
The Board's objective in administering the stock option and
stock loan plans is to link a substantial portion of executive
compensation to increases in the price of the Company's common
stock, thereby aligning the interests of its executive officers
with those of its shareholders. Grants of incentive stock options
under the stock option plans and the purchase of common stock
financed by stock loans are made at the market price on the date
of grant or loan. Benefit from these programs can only be derived
through increases in the stock price and through receipt of cash
dividends. At least two thirds of the dividends received on
shares purchased under the Stock Loan Program must be applied
against the principal balance of the loan.
The Omnibus Budget Reconciliation Act of 1994 provides that
compensation in excess of $1,000,000 per year paid to the chief
executive officer of a company as well as the other named
executive officers listed in the Company's proxy statement will
not be deductible unless the compensation is "performance-based"
and the related compensation plans are approved by shareholders.
The Company does not anticipate its executive compensation will
come within the reach of this legislation.
Compensation of the CEO
Mr. Knox's base salary and bonus for 1995 were determined by
Messrs. Barrett, Long and Merry, the Board's outside directors.
Although the Board has not established any policy to maintain the
overall executive compensation level within any particular range
of industry norms, the intent of the Board is that the amount of
cash compensation should be set at the lower end of industry
levels. The NAREIT survey and other industry surveys were
considered by the outside directors during their deliberations in
determining Mr. Knox's compensation. In 1995, Mr. Knox's annual
base salary was $180,000. The Board considered the significant
accomplishments of the Company in 1995 in subjectively arriving
at the cash bonus of $90,000 awarded to Mr. Knox. In 1995 the
Company raised $355 million in public stock and debt offerings
and acquired 3,444 apartment units. The Company's market
capitalization increased by 24%, reaching $1.1 billion, apartment
units owned increased by 18%, funds from operaions increased by
11%, dividends per common share increased by 12% and its common
stock price increased by 8%. The Board's outside directors believe
the stock option and stock loan programs are key elements in motivating
employees to achieve the Company's financial and operational
objectives. Under these programs a substantial portion of
Company's common stock. In 1994, Mr. Knox purchased 100,000
shares of Company common stock at the market price of $19.00 per
share with a full recourse, interest free loan under the
Company's Stock Loan Program, and on May 8, 1995, Mr. Knox
purchased an additional 40,000 shares of Company common stock at
the market price of $19.00 per share with a full recourse,
interest free loan. Mr. Knox will benefit from increases in the
price of the Company's common stock and dividends paid. At least
2/3 of the dividends received on shares purchased under the
Stock Loan Program must be applied against the principal balance
of the loans. The Board's outside directors have determined that
Mr. Knox's participation under the Stock Loan Program would serve
to further align his interests with those of the Company's
shareholders. Compensation Committee Interlocks and Insider
Participation.
The Board of Directors, including Messrs. Knox and Houston
who are executive officer employees and Mr. Barrett who is
secretary, acts as a whole on executive compensation, except with
regard to Messrs. Knox and Houston and plan administration.
Messrs. Knox and Houston are indebted to the Company under the
Stock Loan Committee interlocks between the Board and the
compensation committee of any other entity.
Peter S. Knox III
W. Tennent Houston
W. Hale Barrett
Pierce Merry, Jr.
Hugh Calvin Long II
Executive Compensation
The following table sets forth the compensation paid or
accrued for services by the Company's chief executive officer and
the other two most highly compensated executive officers whose
total salary and bonus exceeded $100,000 in 1995:
<TABLE>
<CAPTION>
Long-Term
Compensation
------------
Awards
------------
Securities
Annual Compensation Underlying
Name and Options/SARs All Other
Principal Position Year Salary Bonus (#) Compensation
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Peter S. Knox III 1995 $180,000 $ 90,000 --- $179,911(1)(2)(3)
Chairman of the Board
and Chief Executive 1994 180,000 115,000 --- 65,985(1)(2)(3)
Officer 1993 150,000 46,000 --- 37,410(1)(2)
- --------------------------------------------------------------------------------------------------
W. Tennent Houston 1995 120,000 60,000 --- 131,514(4)(5)
President 1994 120,000 78,500 35,000 82,000(4)(5)
1993 100,000 80,000 25,000 43,752(4)(5)
- --------------------------------------------------------------------------------------------------
Michael N. Thompson 1995 100,000 60,000 --- 97,962(6)(7)
Vice President 1994 100,000 78,500 25,000 60,921(6)(7)
1993 $ 80,000 $ 80,000 15,000 $26,985(6)(7)
</TABLE>
(1) In 1995, 1994 and 1993 the Company paid the $23,130 annual
premium on a $1,000,000 life insurance policy insuring Mr.
Knox with the death benefit payable to Mr. Knox's wife. The
Company owns an interest in the policy equal to all premium
payments paid by the Company. The Company's projected
carrying cost of these premiums calculated on an actuarial
basis was $13,474 for 1995, $16,217 for 1994 and $14,910 for
1993.
(2) The Company contributed $22,500 in 1995, $22,500 in 1994 and
$22,500 in 1993 to the ESOP account of Mr. Knox.
(3) Mr. Knox has purchased Company common stock at the market
price with full recourse, interest free loans under the
Stock Loan Program. Mr. Knox purchased 100,000 shares on
8/19/94 at the market price of $19.00 per share by borrowing
$1,900,000 and 40,000 shares on 6/15/95 at the market price
of $19.00 per share by borrowing $760,000. The imputed
interest accrued on Mr. Knox's loan under the Stock Loan
Program totaled $143,937 in 1995 and $27,268 in 1994. The
maximum outstanding principal balance of the loans to Mr. Knox
under the Stock Loan Program totaled $2,593,000 in 1995 and
$1,900,000 in 1994 and totaled $2,494,510 on 3/1/96.
(4) The Company contributed $18,000 in 1995, $18,000 in 1994 and
$15,000 in 1993 to the ESOP account of Mr. Houston.
(5) Mr. Houston has purchased Company common stock at the market
price with full recourse, interest free loans under the
Stock Loan Program. Mr. Houston purchased 25,000 shares on
9/14/92 at the market price of $10.75 per share by borrowing
$268,750; 15,000 shares on 1/11/93 at the market price of
$15.50 per share by borrowing $232,500; 25,000 shares on
9/1/93 at the market price of $18.75 per share by borrowing
$468,750; 25,000 shares on 3/14/94 at the market price of
$20.88 per share by borrowing $521,875; and 35,000 shares on
6/15/95 at the market price of $19.00 per share by borrowing
$665,000. The imputed interest accrued on Mr. Houston's
loans under the Stock Loan Program totaled $110,419 in 1995,
$61,208 in 1994 and $26,166 in 1993. The maximum outstanding
principal balance of loans to Mr. Houston under the Stock
Loan Program totaled $1,986,075 in 1995, $1,435,375 in 1994
and $944,700 in 1993 and totaled $1,898,138 on 3/1/96.
The Company has also extended Mr. Houston interest free, full
recourse loans to exercise incentive stock options. The
imputed interest accrued on these loans totaled $3,095 in
1995, $2,792 in 1994 and $2,586 in 1993. The maximum
outstanding principal balance of these loans totaled $51,603
in 1995, $66,100 in 1994 and $75,900 in 1993 and totaled
$38,471 on 3/1/96.
(6) The Company contributed $15,000 in 1995, $15,000 in 1994 and
$6,620 in 1993 to the ESOP account of Mr. Thompson.
(7) Mr. Thompson has purchased Company common stock at the market
price with full recourse, interest free loans under the Stock
Loan Program. Mr. Thompson purchased 15,000 shares on 9/14/92 at
the market price of $10.75 per share by borrowing $161,250;
15,000 shares on 1/11/93 at the market price of $15.50 per share
by borrowing $232,500; 15,000 shares on 9/1/93 at the market
price of $18.75 per share by borrowing $281,250; 20,000 shares on
1/18/94 at the market price of $20.88 per share by borrowing
$417,500; and 30,000 shares on 6/15/95 at the market price of
$19.00 per hare by borrowing $570,000. The imputed interest
accrued on Mr. Thompson's loans under the Stock Loan Program
totaled $81,427 in 1995, $44,659 in 1994 and $19,383 in 1993. The
maximum outstanding principal balance of loans to Mr. Thompson
under the Stock Loan Program totaled $1,540,650 in 1995,
$1,053,200 in 1994 and $657,300 in 1993 and totaled $1,473,818 on
3/1/96. The Company has also extended Mr. Thompson interest
free, full recourse loans to exercise incentive stock options.
The imputed interest accrued on these loans totaled $1,535 in
1995, $1,262 in 1994 and $982 in 1993. The maximum outstanding
principal balance of these loans totaled $24,638 in 1995, $28,780
in 1994 and $31,580 in 1993 and totaled $20,886 on 3/1/96.
<TABLE>
<CAPTION>
Aggregated Option/SAR Exercises in Last Fiscal Year and
FY-End Option/SAR Values
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money In-the-Money
Options/SARs,FY End Options/SARs at FY End
Shares (#) ($)
Acquired on Value
Exercise Realized
Name (#) ($) Exercisable Unexercisable Exercisable Unexercisable
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Peter S. Knox III --- --- --- ---
W. Tennent Houston 2,000 $22,000 29,000 33,000 $137,875 $176,625
Michael N. Thompson --- --- 21,000 23,000 $109,250 $142,125
</TABLE>
Stock Price Performance Graph
The graph below compares the five year cumulative total
return to the shareholders of Merry Land & Investment Company,
Inc. to the S&P 500 Index and the NAREIT Equity REIT Index and
assumes the reinvestment of all dividends at the market price on
the day the dividend was paid beginning December 31, 1990 and
ending December 31, 1995.
<TABLE>
<CAPTION>
Date Merry Land S&P 500 Equity REITs
---------------------------------------------
<C> <C> <C> <C>
12/31/90 $100 $100 $100
3/31/91 $151 $115 $123
6/30/91 $148 $114 $124
9/30/91 $157 $120 $129
12/31/91 $222 $131 $136
3/31/92 $233 $127 $137
6/30/92 $262 $130 $140
9/30/92 $353 $134 $150
12/31/92 $442 $141 $155
3/31/93 $522 $147 $189
6/30/93 $510 $147 $184
9/30/93 $652 $151 $201
12/31/93 $618 $155 $186
3/31/94 $658 $149 $192
6/30/94 $644 $149 $196
9/30/94 $634 $157 $192
12/31/94 $718 $157 $192
3/31/95 $651 $172 $192
6/30/95 $692 $188 $203
9/30/95 $730 $203 $212
12/31/95 $828 $215 $221
</TABLE>
Assumes $100 Invested on December 31, 1990 in
Merry Land & Investment Company, Inc., S&P 500 and
NAREIT Equity REIT Index
Voting Securities and Principal Holders
The close of business on March 1, 1996 has been set as the
record date for determination of shareholders entitled to notice
of and to vote at the meeting. On March 1, 1996, the total number
of outstanding shares of the Company's common stock (the only
voting securities of the Company) was 33,890,291 each of which is
entitled to one vote. The table below sets forth certain
information concerning the only person known to the Company to
beneficially own more than 5% of the outstanding common stock,
and the beneficial ownership of common stock of the directors and
executive officers as a group:
<TABLE>
<CAPTION>
Amount and Nature of
Name and Address of Beneficial Ownership as of Percent of
Beneficial Owner March 1, 1996 Class
- ---------------- -------------------------- ----------
<S> <C> <C>
Peter S. Knox III
203 Folkstone Circle 2,744,874(1) 8.1%
Augusta, GA 30907
All Directors and Executive 3,695,403(2) 10.9%
Officers as a group
</TABLE>
(1) Peter S. Knox III is chairman of the Company. Includes
2,213,583 shares owned by Knox, Ltd., a limited partnership,
203 Folkstone Circle, Augusta, Georgia 30907, of which Peter
S. Knox III and Boone A. Knox are general partners. Includes
185,425 shares owned by the Knox Foundation of which Peter
S. Knox III and Boone A. Knox are trustees. 15,563 shares
are held in Mr. Knox's ESOP account and 15,032 are in his
wife's name. Mr. Knox disclaims beneficial ownership of the
shares owned by his wife. The remaining 315,271 shares are
owned by Mr. Knox individually.
(2) See "Directors" and "Executive Officers".
Transactions With Management and Others
Pierce Merry, Jr., a director of the Company, is the retired
Chairman of the Board of Boral Bricks, Inc., the former parent of
the Company. The Company received $261,651 in 1995 from Boral for
clay mined from Company lands.
W. Hale Barrett, a director and Secretary of the Company, is
also the senior member of Hull, Towill, Norman & Barrett, P.C.,
counsel to the Company. The Company paid Mr. Barrett's firm
$758,417 in fees in 1995.
The above transactions were unanimously approved or ratified
by the disinterested members of the Board. The Board believes
that the terms of the transactions are no less favorable to the
Company than could have been realized in an arm's length
transaction with unaffiliated persons. All future transactions
withaffiiates will also be approved or ratified by majority of
the disinterested directors.
Late Filings of Form 4
Based solely upon a review of Form 4s submitted to the
Company for 1995, it appears Messrs. Knox and Long each filed one
late report, each with respect to a single transaction.
Accountants
The Company has selected Arthur Andersen LLP as the
Company's independent public accounting firm for 1996. A
representative of the accounting firm will be present at the
annual meeting and will be available to respond to appropriate
questions. The representative will also have the opportunity to
make a statement if desired.
Shareholder Proposals for 1996 Annual Meeting
Any shareholder may present a proposal for consideration at
future meetings of the shareholders. The procedures which a
shareholder must follow to submit a proposal are fully set forth
in Rule 14a-8 of the General Rules and Regulations adopted by the
Securities and Exchange Commission under the Securities Exchange
Act of 1934.
Among other requirements of the rule is a requirement that
proposals for consideration at the next annual meeting of the
Company's shareholders must be received at the Company's
principal office not later than November 13, 1996.
Other Matters
The Board knows of no other matters to be brought before the
meeting. If, however, any other matter properly comes before the
meeting, it is the intention of the persons named in the
accompanying form of proxy to vote the proxy in accordance with
their discretion and judgment in such matters.
THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH PERSON WHOSE
PROXY IS SOLICITED, ON THE WRITTEN REQUEST OF SUCH PERSON, A COPY
OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K AS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION FOR 1995. ANY SUCH WRITTEN
REQUEST SHOULD BE SENT TO W. HALE BARRETT, SECRETARY, MERRY LAND
& INVESTMENT COMPANY, INC., P.O. BOX 1417, AUGUSTA, GEORGIA
30903.
March 13, 1996 MERRY LAND & INVESTMENT COMPANY, INC.
<PAGE>
MERRY LAND & INVESTMENT COMPANY, INC.
P. O. Box 1417
Augusta, Georgia 30903
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby constitutes and appoints Peter
S. Knox III and W. Tennent Houston, or either of them present at
the annual meeting to be held on April 15, 1996 at 10:00 a.m. at
the Telfair Inn, 326 Greene Street, Augusta, Georgia, and at any
or all adjournments, with power of substitution, as the
undersigned's true and lawful attorney and proxy to represent the
undersigned at that meeting and to vote in the undersigned's
name, that number of shares which the undersigned is entitled to
vote. The attorney and proxy is hereby instructed to vote as
follows:
- ---------------------------------------------------------------
1.ELECTION OF DIRECTORS
[] FOR all nominees listed below []WITHHOLD AUTHORITY to
(except as marked to the vote for all below
contrary below)
W. Hale Barrett W. Tennent Houston Peter S. Knox III
Hugh Calvin Long II Pierce Merry, Jr.
INSTRUCTION: TO WITHHOLD AUTHORITY FOR ANY LISTED INDIVIDUAL
NOMINEE, STRIKE A LINE THROUGH THE NOMINEE'S NAME ON THE LIST
ABOVE.
- --------------------------------------------------------------
2. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON
SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
This proxy when properly executed will be voted in the manner
directed by the undersigned shareholder. IF NO DIRECTION IS
GIVEN, THIS PROXY WILL BE VOTED FOR THE ELECTION OF ALL
DIRECTORS.
- ---------------------------------------------------------------
Please sign exactly as name appears below. When shares are
held by joint tenants, both should sign. When signing as
attorney, executor, administrator, trustee or guardian, give full
title as such. If a corporation, sign in full corporate name by
president or other authorized officer. If a partnership, sign in
partnership name by authorized person.
PLEASE INDICATE ANY CHANGE IN ADDRESS
Dated:
- ------------------------------------------------, 1996
- -----------------------------------------------
Signature of Shareholder
- -----------------------------------------------
Signature if held jointly
Please specify choices, sign, date and return
in the enclosed postage paid envelope.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING
THE ENCLOSED ENVELOPE.
