As filed with the Securities and Exchange Commission on February 21, 1997
Registration No. 33-
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 of Incorporation
or Organization)
(IRS Employer Identification No.)
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.
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of earlier effective
registration statements for the same offering.
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.
<TABLE>
< CAPTION>
CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Title of Each Class Amount to be Proposed Proposed Maximum Amount of
of Securities to be Registered Maximum Aggregate Offering Registration
Registered Offering Price Price<F1> Fee <F1>
Per Unit<F1>
- ---------------------------------------------------------------------------------------------------------------------
Common Stock
without par value 1,500,000 $22.250 $33,375,000 $10,113.64
- ---------------------------------------------------------------------------------------------------------------------
<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 February 18, 1997 on the New York Stock Exchange.
- --------------------------------------------------------------------------------------------------------------------
</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
1,500,000 Shares Common Stock
(Without Par Value)
MERRY LAND & INVESTMENT COMPANY, INC.
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 February 21, 1997.
<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 andExchange
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. The Commission also maintains a Web site that contains reports, proxy
and information statements and other information regarding registrants that
file electronicaly with the Commission. The address of this Web site is
http://www.sec.gov. 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 underthe
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 reports on Form 8-K
filed February 14, 1996, June 12, 1996, July 15, 1996, August 2, 1996, November
7, 1996, November 27, 1996, December 9, 1996, and December 11, 1996; (iii) the
Company's quarterly reports on Form 10-Q for the quarters ended March 31, 1996,
June 30, 1996, and September 30, 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.
The Prospectus, including documents incorporated by reference herein,
contain forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended. Forward-looking statements are inherently subject to
risks and uncertainties, many of which cannot be predicted with accuracy and
some of which might not even be anticipated. Future events and actual results,
financial and otherwise, may differ materially from the results discussed in
the forward-looking statements.
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 1,500,000 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., whose managing general partner is Boone A. Knox, the Company's
Chairman, 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
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
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
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
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 will begin with the next succeeding Investment Date,
however, any optional cash payment received thereafter will be returned to the
Participant without interest. See Question 18. 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
--------------- -----------------
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
10. Who administers the Plan for Participants?
The Administrator administers the Plan, maintains its records and sends
Participants statements of accounts.
Costs
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
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
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. Optional cash payments from Participants acting on their own behalf or on
behalf of a Beneficial Owner must be submitted no earlier than thirty (30) days
prior to an Investment Date and must be received no later than five days prior
to such Investment Date. Optional cash payments received outside the authorized
twenty-five (25) day window will be returned to the Participant without
interest.
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* . . . . . . . . . . $22.00
Less 5.0% discount . . . . . . . . . . . . . . . . . . . . . . . . . . $1.10
Net purchase price per share . . . . . . . . . . . . . . . . . . . . .$20.90
Number of shares purchased ($100.00/$20.90). . . . . . . . . . .4.7847 shares
Total taxable dividend resulting from the transactions ($22.00 x 4.7847).
$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 to the extent of the Company's current
and accumulated earnings and profits unless the dividends are designated as
"capital gains dividends" by the Company. Capital gains dividends are taxed at
any applicable capital gains rate. Dividends in excess of the Company's current
and accumulated earnings and profits will be treated first as a tax-free return
of capital to the Participant, to the extent of the Participant's tax basis in
his stock (and will correspondingly reduce such basis) and then as a capital
gain, to the extent of any excess over such basis (assuming the Participant
holds the stock as a capital asset).
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.
The Company has 100,000,000 shares of common stock authorized and
37,784,137 shares of common stock were issued as of December 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 36,066 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 and Exchange Commission registration fee. . . . . . . . .$10,113.64
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<F1> . . . . . . . . . . . . . . . . . . . . . . . . . . $686.36
TOTAL. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $23,800.00
<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
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 February 21, 1997.
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
/s/ Chairman of the Board February 21, 1997
Boone A. Knox
/s/
W. Tennent Houston Chief Executive Officer, President,
Director and Chief Financial Officer February 21, 1997
/s/ Director, Executive Vice President and
Michael N. Thompson Chief Operating Officer February 21, 1997
/s/ Director and Secretary February 21, 1997
W. Hale Barrett
/s/ Director February 21, 1997
Pierce Merry, Jr.
/s/ Director February 21, 1997
Hugh Calvin Long II
/s/ Director February 21, 1997
Paul S. Simon
Signature Title Date
/s/ Director February 21, 1997
Robert P. Kirby
/s/ Controller February 21, 1997
Ronald J. Benton
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT INDEX
No. Description Page Number in
Sequentially
Numbered
Registration
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>
EX-5
OPINION OF COUNSEL
LETTERHEAD OF HULL, TOWILL, NORMAN & BARRETT, P.C.
February 21, 1997
Writer's Direct Dial
706/828-2009
Merry Land & Investment Company, Inc.
624 Ellis Street
Augusta, Georgia 30901
Re:
Registration with the Securities and Exchange Commission of
1,500,000 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 1,500,000 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 our 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.
EX-23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
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
February 21, 1997
EX-99
SPECIMEN AUTHORIZATION CARD
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_______
EX-99
SPECIMEN BENEFICIAL OWNER AUTHORIZATION CARD
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: ____________________
Schedule "A"
Participation
The Beneficial Owners referred to on the Beneficial Owner Authorization Card are
as follows:
Name Tax ID No. No. of Shares of No. of Shares of
Common Stock to Preferred Stock to
Participate in the Participate in
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
