<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
**********************************************************************
Date of Report (Date of earliest event reported): August 27, 1997
Merry Land & Investment Company, Inc.
(Exact name of registrant as specified in its charter)
Georgia 001-11081
(State or other jurisdiction of incorporation) (Commission File Number)
58-0961876
(I.R.S. Employer I.D. Number)
624 Ellis Street, Augusta, Georgia 30901
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 706/722-6756
____________________________________________________________
(Former name or former address, if changed since last report)
**********************************************************************
Filed: October 8, 1997
<PAGE>
ITEM 5. OTHER EVENTS. Merry Land & Investment Company, Inc. (the
"Company") has acquired the following apartment properties in the third
quarter of 1997, for which financial statements are being filed herewith.
A. DULUTH, GEORGIA. The Company has acquired an apartment
property in Duluth, Georgia. The apartment property is described as
follows:
<TABLE>
<CAPTION>
Acquisition
Name of Sellers Market Date Cost Occupancy
Apartments <F1> Location Acquired Units <F2> Debt Assumed <F3>
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Chatelaine Dominion CSP, L.P. Duluth, 08/27/97 303 $23,412,500 $0 94%
Park Apartments a Georgia Limited Georgia
Partnership
- ----------------------------------------------------------------------------------------------------------------------------------
<FN>
<F1> The seller is not related to or affiliated with the Company.
<F2> Includes acquisition costs incurred to date.
<F3> Physical occupancy at August 27, 1997.
</TABLE>
The acquisition was paid for with cash. The seller was unrelated to
the Company.
This acquisition was made only after a detailed review of the
property's physical condition, anticipated capital expenditures, occupancy
rates, expenses including utility rates, maintenance, grounds, property
taxes and insurance all of which are compared to competitive properties.
The Company is not aware of any factors which would cause the reported
financial information not to be necessarily indicative of future operating
results.
B. DALLAS, TEXAS. On September 18, 1997, the Company (through
wholly owned subsidiaries) acquired all of the interests in three limited
partnerships which own three apartment communities containing 1,018 units
in Dallas and Fort Worth, Texas. The communities were all completed in
1996. The aggregate purchase price of the three partnerships was $68.4
million.
The communities owned by the acquired partnerships, the names of
the partnerships, the names of the sellers, the number of units and the
allocated cost are as follows:
<TABLE>
<CAPTION>
Name of Name of Names of Market Acquisition Occupancy
Apartments Partnership Seller <F4> Location Units Cost <F5> <F6>
- ----------- ------------------ ------------------------------- -------- ----- ---------- ---------
<S> <C> <C> <C> <C> <C> <C>
Riverhill McCaslin McCaslin Development I Limited Dallas
Riverhill, Ltd. Barrow-Heath Riverhill, Ltd. TX 334 $22,000,000 90%
The Wimberly The Wimberly McCaslin Development I Limited Dallas 372 $26,500,000 93%
Apartment Homes, Ltd. (and 31 other limited partners) TX
Hidden Lakes McCaslin McCaslin Development I Limited Fort 312 $20,000,000 91%
Hidden Lakes, Ltd. (and 17 other limited partners) Worth, TX
============ =================== =============================== ===== ==== ============ ========
TOTAL 1,018 $68,500,000
<FN>
<F4> None of the Sellers are related to or affiliated with the Company.
<F5> Includes debt of the partnerships that was fully paid by the
partnerships immediately upon the acquisition. No other debts were
assumed by the Company. Includes acquisition costs incurred to date.
<F6> Physical occupancy at September 18, 1997.
</TABLE>
The acquisitions were made for cash, funded from the Company's $200
million revolving credit facility described in the Company's Form 8-K filed
September 23, 1997.
This acquisition was made only after a detailed review of the
property's physical condition, anticipated capital expenditures, occupancy
rates, expenses including utility rates, maintenance, grounds, property
taxes and insurance all of which are compared to competitive properties.
The Company is not aware of any factors which would cause the reported
financial information not to be necessarily indicative of future operating
results.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. Attached hereto are
audited statements of excess of revenues over specific operating expenses
with respect to Chatelaine Park Apartments and with respect to the combined
operations of The Wimberly Apartment Homes, Riverhill Apartments, and
Hidden Lakes Apartments. Also attached are unaudited pro forma
consolidated statements of operations as if the Company acquired Polos East
Apartments, Ranchstone Apartments, The Oaks Apartments, The Pointe
Apartments, Coventry at City View Apartments, Palms at Southshore
Apartments, Chatelaine Apartments, Wimberly Apartment Homes, Riverhill
Apartments, and Hidden Lakes Apartments as of the beginning of each period
presented and a consent of independent public accountants.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
MERRY LAND & INVESTMENT COMPANY,
INC.
(Registrant)
/s/
By:____________________________
Dorrie E. Green
As Its Vice President
<PAGE>
CHATELAINE PARK APARTMENTS
STATEMENTS OF THE EXCESS OF REVENUES OVER
SPECIFIC OPERATING EXPENSES FOR THE YEAR ENDED
DECEMBER 31, 1996 AND THE SIX MONTHS ENDED
JUNE 30, 1997 TOGETHER WITH AUDITORS' REPORT
<PAGE>
ARTHUR ANDERSEN LLP
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Shareholders and
Board of Directors of
Merry Land & Investment Company, Inc.:
We have audited the accompanying statement of excess of revenues over
specific operating expenses of CHATELAINE PARK APARTMENTS for the year
ended December 31, 1996. This financial statement is the responsibility of
management. Our responsibility is to express an opinion on this financial
statement based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the statement of excess of
revenue over specific operating expenses is free of material misstatement.
An audit includes examining, on a test basis, evidence supporting the
amounts and disclosures in the statement of excess of revenues over
specific operating expenses. An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe
that our audit provides a reasonable basis for our opinion.
As described in Note 2, the financial statement excludes certain expenses
that would not be comparable with those resulting from the operations of
the property after acquisition by Merry Land & Investment Company, Inc. The
accompanying financial statement was prepared for the purpose of complying
with the rules and regulations of the Securities and Exchange Commission
and is not intended to be a complete presentation of the property's revenue
and expenses.
In our opinion, the statement of excess of revenues over specific operating
expenses referred to above presents fairly, in all material respects, the
excess of revenues over specific operating expenses (exclusive of expenses
described in Note 2) of CHATELAINE PARK APARTMENTS for the year ended
December 31, 1996 in conformity with generally accepted accounting
principles.
\s\Arthur Andersen LLP
Atlanta, Georgia
September 22, 1997
<PAGE>
CHATELAINE PARK APARTMENTS
STATEMENTS OF EXCESS OF REVENUES OVER SPECIFIC OPERATING
EXPENSES FOR THE YEAR ENDED DECEMBER 31, 1996 AND
THE SIX MONTHS ENDED JUNE 30, 1997
<TABLE>
<CAPTION>
Six Months
Year Ended Ended
December 31, June 30,
1996 1997
---------- ----------
(Unaudited)
<S> <C> <C>
REVENUES:
Rents (Note 1) $1,308,830 $1,239,147
Other Income 93,669 77,416
---------- ----------
Total revenues 1,402,499 1,316,563 ---------- ----------
SPECIFIC OPERATING EXPENSES (Note 2):
Real estate taxes 142,671 235,241
Personnel 303,556 144,241
Utilities 117,695 34,208
Repairs, maintenance, and contract services 111,858 63,856
General and administrative 146,175 100,209
Marketing 117,372 48,556
Property insurance 9,676 18,287
---------- ----------
Total specific operating expenses 949,003 644,598
---------- ----------
EXCESS OF REVENUES OVER SPECIFIC
OPERATING EXPENSES $453,496 $671,965
========== ==========
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>
CHATELAINE PARK APARTMENTS
NOTES TO THE STATEMENTS OF EXCESS OF REVENUES
OVER SPECIFIC OPERATING EXPENSES
FOR THE YEAR ENDED DECEMBER 31, 1996
AND THE SIX MONTHS ENDED JUNE 30, 1997
1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Description of Properties
On August 27, 1997, Merry Land & Investment Company, Inc. ("Merry Land")
purchased Chatelaine Park Apartments located in Duluth, Gwinnett County,
Georgia, from Dominion CSP, L.P. for approximately $23.4 million cash.
Rental Income
Rents from leases are accounted for ratably over the term of each lease
which is generally for a period of twelve months or less.
2. BASIS OF ACCOUNTING
The accompanying statements of excess of revenues over specific operating
expenses are presented on the accrual basis. The statements have been
prepared in accordance with the applicable rules and regulations of the
Securities and Exchange Commission for real estate properties acquired.
Accordingly, the statements exclude certain historical expenses not
comparable to the operations of the property after acquisition by Merry
Land, such as depreciation, interest, and management fees.
Merry Land has elected to be taxed as a real estate investment trust
("REIT") under the Internal Revenue Code and intends to maintain its
qualification as a REIT in the future. Accordingly, no provision for
federal or state income taxes is required.
<PAGE>
THE COMBINED OPERATIONS OF THE WIMBERLY APARTMENT HOMES,
RIVERHILL APARTMENTS, AND HIDDEN LAKES APARTMENTS
STATEMENTS OF EXCESS OF REVENUES OVER
SPECIFIC OPERATING EXPENSES FOR THE PERIOD FROM
INCEPTION TO DECEMBER 31, 1996 AND FOR THE
SIX MONTHS ENDED JUNE 30, 1997 (UNAUDITED)
TOGETHER WITH AUDITORS' REPORT
<PAGE>
ARTHUR ANDERSEN LLP
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Shareholders and
Board of Directors of
Merry Land & Investment Company, Inc.:
We have audited the accompanying statement of excess of revenues over
specific operating expenses of THE COMBINED OPERATIONS OF THE WIMBERLY
APARTMENT HOMES, RIVERHILL APARTMENTS, AND HIDDEN LAKES APARTMENTS for the
period from inception to December 31, 1996. This financial statement is the
responsibility of management. Our responsibility is to express an opinion
on this financial statement based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the statement of excess of
revenues over specific operating expenses is free of material misstatement.
An audit includes examining, on a test basis, evidence supporting the
amounts and disclosures in the statement of excess of revenues over
specific operating expenses. An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe
that our audit provides a reasonable basis for our opinion.
As described in Note 2, the financial statement excludes certain expenses
that would not be comparable with those resulting from the operations of
the property after acquisition by Merry Land & Investment Company, Inc. The
accompanying financial statement was prepared for the purpose of complying
with the rules and regulations of the Securities and Exchange Commission
and is not intended to be a complete presentation of the property's revenue
and expenses.
In our opinion, the statement of excess of revenues over specific operating
expenses referred to above presents fairly, in all material respects, the
excess of revenues over specific operating expenses (exclusive of expenses
described in Note 2) of the combined operations of THE WIMBERLY APARTMENT
HOMES, RIVERHILL APARTMENTS, AND HIDDEN LAKES APARTMENTS for the period
from inception to December 31, 1996 in conformity with generally accepted
accounting principles.
\s\Arthur Andersen LLP
Atlanta, Georgia
September 29, 1997
<PAGE>
THE COMBINED OPERATIONS OF THE WIMBERLY APARTMENT HOMES,
RIVERHILL APARTMENTS, AND HIDDEN LAKES APARTMENTS
STATEMENTS OF EXCESS OF REVENUES OVER SPECIFIC OPERATING
EXPENSES FOR THE PERIOD FROM INCEPTION TO DECEMBER 31, 1996 AND
FOR THE SIX MONTHS ENDED JUNE 30, 1997 (UNAUDITED)
<TABLE>
<CAPTION>
Period from Six Months
Inception to Ended
December 31, June 30,
1996 1997
---------- ----------
(Unaudited)
<S> <C> <C>
REVENUES:
Rents (Note 1) $1,688,935 $3,059,464
Other Income 97,104 169,854
---------- ----------
Total revenues 1,786,039 3,229,318
---------- ----------
SPECIFIC OPERATING EXPENSES (Note 2):
Personnel 427,291 688,182
General and administrative 534,780 431,467
Marketing 204,582 188,261
Repairs, maintenance, and contract services 128,543 136,735
Utilities 229,297 144,056
Property insurance 304,950 103,392
Real estate taxes 61,489 105,171
---------- ----------
Total specific operating expenses 1,890,932 1,797,264
---------- ----------
EXCESS OF REVENUES OVER SPECIFIC
OPERATING EXPENSES $(104,893) $1,432,054
========== ==========
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>
THE COMBINED OPERATIONS OF THE WIMBERLY APARTMENT HOMES,
RIVERHILL APARTMENTS, AND HIDDEN LAKES APARTMENTS
NOTES TO STATEMENTS OF EXCESS OF REVENUES
OVER SPECIFIC OPERATING EXPENSES
FOR THE PERIOD FROM INCEPTION TO DECEMBER 31, 1996
AND THE SIX MONTHS ENDED JUNE 30, 1997 (UNAUDITED)
1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Description of Properties
The Wimberly Apartment Homes, owned by McCaslin Development I Limited and
The Limited Partners of Wimberly Apartment Homes, Ltd., is a 372-unit
apartment complex located in Dallas, Collin County, Texas. The Riverhill
Apartments, owned by McCaslin Development I and The Limited Partners of
McCaslin Riverhill, Ltd., is a 334-unit apartment complex located in Grand
Prairie, Tarrant County, Texas. Hidden Lakes Apartments, owned by McCaslin
Development I Limited and The Limited Partners of McCaslin Hidden Lakes,
Ltd., is a 312-unit apartment complex located in Malton City, Tarrant
County, Texas. For accounting purposes, The Wimberly Apartment Homes,
Riverhill Apartments, and Hidden Lake Apartments became operational in June
1996, December 1995, and September 1996, respectively.
In September 1997, Merry Land & Investment Company, Inc. ("Merry Land")
purchased the partnership interests in The Wimberly Apartment Homes,
Riverhill Apartments, and Hidden Lake Apartments for approximately $26.5
million, $22 million, and $20 million cash, respectively.
Rental Income
Rents from leases are accounted for ratably over the term of each lease
which is generally for a period of twelve months or less.
2. BASIS OF ACCOUNTING
The accompanying statements of excess of revenues over specific operating
expenses are presented on the accrual basis. The statements have been
prepared in accordance with the applicable rules and regulations of the
Securities and Exchange Commission for real estate properties acquired.
Accordingly, the statements exclude certain historical expenses not
comparable to the operations of the property after acquisition by Merry
Land, such as depreciation, interest, and management fees.
Merry Land has elected to be taxed as a real estate investment trust
("REIT") under the Internal Revenue Code and intends to maintain its
qualification as a REIT in the future. Accordingly, no provision for
federal or state income taxes is required.
<PAGE>
MERRY LAND & INVESTMENT COMPANY, INC.
PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited and Amounts in Thousands, Except Per Share Amounts)
The unaudited consolidated statements of operations are presented as if the
Company acquired Polos East Apartments, Ranchstone Apartments, The Oaks
Apartments, The Pointe Apartments, Coventry at City View Apartments, Palms
at Southshore Apartments, Chatelaine Apartments, Wimberly Apartment Homes,
Riverhill Apartments, and Hidden Lakes Apartments as of the beginning of
each period presented. In management's opinion, all adjustments necessary
to present fairly the effects of the property acquisitions have been made.
The unaudited pro forma consolidated statements of operations are not
necessarily indicative of what the actual results of operations of the
Company would have been assuming the Company had acquired the properties as
of the beginning of each period presented, nor do they purport to represent
the results of operations for future periods.
<PAGE>
<TABLE>
<CAPTION>
MERRY LAND & INVESTMENT COMPANY, INC.
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 1997
(Unaudited and Amounts in Thousands, Except Per Share Amounts)
Combined
Results of
Company Acquired Pro Forma Company
Historical Companies Adjustments Pro Forma
-------- -------- -------- --------
<S> <C> <C> <C> <C>
INCOME:
Rental revenue . . . . . . . . . . $96,874 $9,558(a) $106,432
Other revenue . . . . . . . . 7,692 0 7,692
-------- -------- -------- --------
104,566 9,558 114,124
-------- -------- -------- --------
EXPENSES:
Rental expense 25,229 2,915(a) 28,144
Interest 10,972 $5,597(c) 16,569
Depreciation:
Real Estate . . . . . . . . . . 18,963 2,670(b) 21,633
Other. . . . . . . . . . . . . . 168 168
Amortization - financing costs 285 285
Taxes and insurance 11,378 1,652(a) 13,030
General and administrative expenses 2,381 2,381
-------- -------- -------- --------
69,376 4,567 8,267 82,210
-------- -------- -------- --------
INCOME BEFORE NET REALIZED GAINS 35,190 4,991 (8,267) 31,914
NET REALIZED GAINS 855 855
-------- -------- -------- --------
NET INCOME 36,045 4,991 (8,267) 32,769
DIVIDENDS TO PREFERRED SHAREHOLDERS 11,650 11,650
-------- -------- -------- --------
NET INCOME AVAILABLE FOR COMMON SHARES $24,395 $4,991 $(8,267) $21,119
======== ======== ======== ========
WEIGHTED AVERAGE COMMON SHARES:
Outstanding 38,164 38,164
======== ========
Fully diluted 48,481 48,481
======== ========
NET INCOME PER SHARE:
Primary $0.64 $0.55
======== ========
Fully diluted $0.64 $0.55
======== ========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
MERRY LAND & INVESTMENT COMPANY, INC.
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
(Unaudited and Amounts in Thousands, Except Per Share Amounts)
Combined
Results of
Company Acquired Pro Forma Company
Historical Companies Adjustments Pro Forma
-------- ---------- -------- --------
<S> <C> <C> <C> <C>
INCOME:
Rental revenue . . . . . . . . . . $176,620 $9,969(a) $186,589
Other revenue . . . . . . . . 12,000 12,000
-------- -------- -------- --------
188,620 9,969 198,589
-------- -------- -------- --------
EXPENSES:
Rental expense 48,350 4,246(a) 52,596
Interest 22,527 $6,424(c) 28,951
Depreciation:
Real Estate . . . . . . . . . . 34,490 3,093(b) 37,583
Other. . . . . . . . . . . . . . 290 290
Amortization - financing costs 569 569
Taxes and insurance 19,737 1,483(a) 21,220
General and administrative expenses 2,858 2,858
-------- -------- -------- --------
128,821 5,729 9,517 144,067
-------- -------- -------- --------
INCOME BEFORE NET REALIZED GAINS 59,799 4,240 (9,517) 54,522
NET REALIZED GAINS 4,207 4,207
-------- -------- -------- --------
NET INCOME 64,006 4,240 (9,517) 58,729
DIVIDENDS TO PREFERRED SHAREHOLDERS 19,843 19,843
-------- -------- -------- --------
NET INCOME AVAILABLE FOR COMMON SHARES $ 44,163 $4,240 $(9,517) $38,886
======== ======== ======== ========
WEIGHTED AVERAGE COMMON SHARES:
Outstanding 35,919 35,919
======== ========
Fully diluted 46,577 46,577
======== ========
NET INCOME PER SHARE:
Primary $1.23 $1.08
======== ========
Fully diluted $1.23 $1.08
======== ========
</TABLE>
<PAGE>
MERRY LAND & INVESTMENT COMPANY, INC.
NOTES AND ASSUMPTIONS TO UNAUDITED PRO FORMA
CONSOLIDATED STATEMENTS OF OPERATIONS
(A) Reflects rental revenue, other property revenues, and property
operating and maintenance expenses (exclusive of depreciation expense)
for the following properties (the "Properties"):
<TABLE>
Completion Acquisition
Property Date Date
------------------------ -------------- --------------
<C> <C> <C>
Polos East Apartments January 1991 April 18, 1997
Ranchstone Apartments October 1996 May 8, 1997
The Oaks Apartments September 1996 June 19, 1997
The Pointe Apartments October 1996 June 30, 1997
Coventry at City View Apartments December 1996 August 1, 1997
Palms at Southshore Apartments July 1990 August 1, 1997
Chatelaine Apartments July 1996 August 22, 1997
Wimberly Apartment Homes December 1996 September 18, 1997
Riverhill Apartments July 1996 September 18, 1997
Hidden Lakes Apartments December 1996 September 18, 1997
</TABLE>
(B) Reflects depreciation expense for the operational portion of the
Properties during the periods presented.
(C) Reflects interest expense for the operational portion of the
Properties during the periods presented associated with borrowings
under the Company's unsecured revolving credit facility which was
utilized to acquire the Properties. The Company's borrowings bear
interest at LIBOR plus .65%. The weighted average rates used for the
1996 and 1997 periods were 6.17% and 6.22%, respectively.
<PAGE>
MERRY LAND & INVESTMENT COMPANY, INC.
PRO FORMA CONSOLIDATED BALANCE SHEET
JUNE 30, 1997
(Unaudited and Amounts in Thousands, Except Per Share Amounts)
The unaudited pro forma consolidated balance sheet is presented as all of
the acquisitions had been consummated as of June 30, 1997.
The unaudited pro forma consolidated balance sheet is not necessarily
indicative of what the actual financial position would have been at June
30, 1997, nor does it purport to represent the future financial position of
the Company.
<PAGE>
<TABLE>
<CAPTION>
MERRY LAND & INVESTMENT COMPANY, INC.
PRO FORMA CONSOLIDATED BALANCE SHEET
JUNE 30, 1997
(Unaudited and Amounts in Thousands)
Pro Forma
Company Acquisition Company
Historical Adjustments Pro Forma
---------- ---------- -----------
<S> <C> <C> <C>
PROPERTIES, at cost:
Apartments $1,259,559 $ 127,038(a) $1,356,597
Apartments under development 60,833 60,833
Commercial rental property 5,541 5,541
Land held for investment or future development 4,090 4,090
Operating equipment 2,442 2,442
---------- ---------- ----------
1,332,465 127,038 1,459,503
Less accumulated depreciation and depletion (119,597) (119,597)
---------- --------- ----------
1,212,868 127,038 1,339,906
---------- --------- ----------
CASH AND SECURITIES:
Cash and cash equivalents 557 557
Marketable securities 4,190 4,190
---------- --------- ----------
4,747 4,747
---------- --------- ----------
OTHER ASSETS:
Notes receivable 709 709
Broker receivable 2,358 2,358
Deferred loan costs 3,212 3,212
Other 3,318 (1,531)(a) 1,787
---------- --------- ----------
9,597 (1,531) 8,066
---------- --------- ----------
Total assets $1,227,212 $125,507 $1,352,719
=========== ========== ===========
NOTES PAYABLE:
Mortgage loans $ 27,469 $ $ 27,469
Senior notes 360,000 360,000
Note payable - credit line 13,500 122,581(a) 136,081
---------- --------- ----------
400,969 122,581 523,550
---------- --------- ----------
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES:
Accrued interest 4,016 4,016
Resident security deposits 1,394 363(a) 1,757
Accrued property taxes 11,470 1,739(a) 13,209
Accrued employee compensation 1,231 1,231
Other 9,392 824(a) 10,216
---------- --------- ----------
27,503 2,926 30,429
---------- --------- ----------
STOCKHOLDERS' EQUITY:
Preferred stock, at $25 and $50
liquidation preference; 20,000 shares
authorized, 241 and 359 shares,
$1.75 Series A cumulative convertible 6,017 6,017
4,000 shares, $2.205 Series B
cumulative convertible 100,000 100,000
4,600 shares, $2.15 Series C
cumulative convertible 114,995 114,995
1,000 shares, $4.145 Series D
cumulative redeemable preferred 50,000 50,000
Common stock, at $1 stated value; 100,000 shares
authorized, 38,608 and 37,784 shares issued 38,608 38,608
Capital surplus 514,593 514,593
Cumulative undistributed net earnings (3,319) (3,319)
Notes receivable from stockholders and ESOP (22,630) (22,630)
Unrealized gain on securities 476 476
---------- --------- ----------
798,740 798,740
---------- --------- ----------
Total liabilities and stockholders' equity $1,227,212 $125,507 $1,352,719
=========== ========== ===========
</TABLE>
<PAGE>
MERRY LAND & INVESTMENT COMPANY, INC.
NOTES AND ASSUMPTIONS TO UNAUDITED PRO FORMA
CONSOLIDATED BALANCE SHEET
(A) Reflects the acquisition of Coventry at City View Apartments, Palms at
Shouthshore Apartments, Chatelaine Apartments, Wimberly Apartment
Homes, Riverhill Apartments, and Hidden Lakes Apartments which took
place after June 30, 1997, the related application of the earnest
money deposits to the purchase price, borrowings under the $130
million unsecured credit facility, and the assumption of the security
deposit, property tax, and other liabilities.
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
of our reports included in this Form 8-K into the Company's previously
filed Registration Statement File Nos. 33-65067, 33-03335, and 333-22221.
/s/ Arthur Andersen LLP
Atlanta, Georgia
October 2, 1997
