As filed with the Securities and Exchange Commission on November 13, 1997
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
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 (I.R.S. Employer Identification No.)
Incorporation or Organization)
624 Ellis Street
Augusta, Georgia
(706) 722-6756 30901
(Address of Principal Executive Offices) (Zip Code)
STOCK OPTION AND INCENTIVE PLAN
(Full Title of the Plans)
W. Hale Barrett
Secretary
Hull, Towill, Norman & Barrett, P.C.
7th Floor, SunTrust Bank Building
P. O. Box 1564
Augusta, Georgia 30903-1564
(Name and Address of Agent for Service)
706/722-4481
(Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Amount to Proposed Maximum Proposed Maximum Amount of
securities be Offering Price Per Aggregate Offering Registration
to be registered registered Share(1) Price(1) Fee
<S> <C> <C> <C> <C>
Common Stock, without par value 933,721 $21.5313 $20,104,226 $6,092
</TABLE>
(1)Estimated pursuant to Rule 457(c) solely for the purpose of calculating the
amount of the registration fee. The price per share is estimated to be
$22.5313 based on the average of the high ($21.75) and low ($21.3125) sales
prices for the Common Stock as traded on the New York Stock Exchange on
November 7, 1997.
<PAGE>
933,721 Shares
Merry Land & Investment Company, Inc.
Common Stock
-------------
PROSPECTUS
-------------
November 13, 1997
No one has been authorized to give any
information or to make any representations not
contained in this Prospectus regarding the
Company or 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. This
Prospectus does not constitute an offer to
sell, or solicitation of an offer to buy, any
securities other than those to which it
relates, nor does it constitute an offer to or
solicitation of any person in any jurisdiction
in which such offer or solicitation would be
unlawful. Neither the delivery of this
Prospectus at any time nor any sale made
hereunder shall, under any circumstances,
create any implication that there has been no
change in the affairs of the Company since the
date hereof or that the information contained
herein is correct at any time subsequent to the
date hereof.
-----------
TABLE OF CONTENTS PAGE
Available Information 2
Incorporation of Certain
Documents by Reference 2
The Company 3
The Selling Shareholders 4
Plan of Distribution 6
Use of Proceeds 6
Legal Opinions 6
<PAGE>
PROSPECTUS
933,721 SHARES
COMMON STOCK
This Prospectus relates to 933,721 shares (the "Shares") of common stock, no
par value (the "Common Stock"), of Merry Land & Investment Company, Inc.
("Merry Land" or the "Company"), which may be offered by certain shareholders
of the Company (the "Selling Shareholders") from time to time in transactions
on the New York Stock Exchange (the "NYSE"), in privately negotiated
transactions, through the writing of options on the Shares, or a combination of
such methods of sale, at fixed prices that may be changed, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at negotiated prices. The Selling Shareholders may effect such
transactions by selling the Shares to or through broker-dealers, and such
broker-dealers may receive compensation in the form of discounts, concessions
or commissions from the Selling Shareholders or the purchasers of the Shares
for whom such broker-dealers may act as agent or to whom they sell as
principal, or both (which compensation to a particular broker-dealer might be
in excess of customary commissions). See "The Selling Shareholders" and "Plan
of Distribution."
None of the proceeds of sale of the Shares will be received by the Company.
The Company will bear certain expenses (estimated at $10,000) in connection
with the registration of the Shares under the Securities Act of 1933, as
amended (the "Act"), and the sale of the Shares by the Selling Shareholders.
The Common Stock is listed on the NYSE under the symbol "MRY." On November
7, 1997, the last reported sale price of the Common Stock was $21.375 per
share.
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.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
THE DATE OF THIS PROSPECTUS IS NOVEMBER 13, 1997.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the information requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Reports, proxy
statements and other information filed by the Company can be inspected and
copied at the public reference facilities maintained by the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549, and its Regional Offices located
at: 75 Park Place, New York, New York 10017; and 500 West Madison Street,
Chicago, Illinois 60661; and can also be inspected and copied at the offices of
the New York Stock Exchange at 20 Broad Street, New York, New York 10005.
Copies of such material can be obtained from the Public Reference Section of
the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, upon payment
of the prescribed fees. The Commission maintains a Web site that contains
reports, proxy and information statements and other information regarding
registrants that file electronically with the Commission. The address of this
Web site is http://www.sec.gov.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company has filed a registration statement with the Commission under
the Securities Act of 1933, as amended (the "Securities Act"), with respect to
the Shares (the "Registration Statement"). 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 such Registration Statement and to the exhibits, which may
be inspected and copied at or obtained from the Commission's public reference
facilities, 450 Fifth Street, N.W., 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.
There are incorporated herein by reference the following documents
heretofore filed by the Company with the Commission:
1. the Company's annual report on Form 10-K for the year ended
December 31, 1996;
2. the Company's quarterly reports on Form 10-Q for the quarters
ended March 31, 1997, June 30, 1997, and September 30, 1997;
3. the Company's current reports on Form 8-K filed on July 29,
1997; August 6, 1997(2); September 15, 1997; September 22,
1997; October 8, 1997(2); and October 31, 1997;
4. the description of the Company's Common Stock, $1.75 Series A
Cumulative Convertible Preferred Stock and $2.15 Series C
Cumulative Convertible Preferred Stock contained in the
Company's registration statements on Form 8-A filed under the
Exchange Act, including any amendments or reports filed for
the purpose of updating such descriptions; and
5. the Company's definitive proxy statement dated March 24, 1997
relating to the annual meeting of shareholders held on April
21, 1997.
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 herein by reference shall be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein, in any accompanying Prospectus Supplement relating to a
specific offering of Offered Securities or in any other amendment or supplement
hereto or document subsequently incorporated herein by reference, modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this Prospectus.
Copies of all documents incorporated herein 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.
No dealer, salesperson or other individual has been authorized to give
any information or to make any representations other than those contained or
incorporated by reference in this Prospectus in connection with the offer made
by this Prospectus 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
circumstance, create any implication that there has been no change in the facts
set forth in this Prospectus or in affairs of the Company since the date
hereof. This Prospectus does not constitute an offer or solicitation by anyone
in any state in which such offer or solicitation is not authorized or in which
the person making such offer or solicitation is not qualified to do so or to
anyone to whom it is unlawful to make such offer or solicitation.
THE COMPANY
Merry Land is one of the nation's largest real estate investment trusts
and is one of the country's largest owners and operators of upscale garden
apartments. At October 1, 1997, the Company had total equity market
capitalization of over $1.1 billion and owned a high quality portfolio of 103
apartment communities containing 29,091 units. The communities are
geographically diversified throughout the Southern United States, located in 27
metropolitan areas, each with a population in excess of 250,000, extending from
the Washington, D.C. area to Texas and Florida.
Merry Land is a Georgia corporation. It is headquartered at 624 Ellis
Street, Augusta, Georgia and its telephone number is (706) 722-6756.
<PAGE>
THE SELLING SHAREHOLDERS
Certain information regarding the Selling Shareholders appears in the
table below. No Selling Shareholder owns one percent or more of the
outstanding Common Stock.
<TABLE>
<CAPTION>
Selling Shareholder Relationship with Company Shares of Common Number of Shares Number of Shares Owned
Stock Owned Prior to Being Offered After Completion of the
the Offering Offering
<S> <C> <C> <C> <C>
Joseph Bailey Vice President - 62,510 58,000 4,510
Property Management
Hale Barrett Director 29,270 10,000 19,270
Ron Benton Vice President - 79,089 79,000 89
Accounting
Bruce Breeding Acquisitions and 10,000 10,000 0
Development Manager
Robin Brown Accounting Manager - 7,500 5,000 2,500
Atlanta, Birmingham
Graham Brown Maintenance Support 300 300 0
Manager
Kay Caldwell Former Employee 7,734 7,500 34
Debi Conley Regional Manager - 10,000 10,000 0
Augusta
Lynda Curd Corporate Budgeting and 10,028 10,000 28
Reporting Man
J. Russ Davis Vice President - 50,000 50,000 0
Community Support
Kathy Fairchild Assistant Vice President 25,000 10,000 15,000
- Florida
Dorrie Green Vice President - 54,038 34,000 20,038
Administration
W. Tennent Houston President 178,857 156,740 17,117
Robert Kirby Director 10,000 10,000 0
Mary Ann Klinger Regional Manager - 10,000 10,000 0
Dallas
Boone Knox Chairman 146,946 100,000 46,946
David A. Knox Acquisitions and 12,185 11,300 885
Development Manager
Vanis LeRoy Former Employee 1,641 1,641 0
Hugh Long Director 19,868 10,000 9,868
Linda Lopez Recruiting/Training/Marketing 7,500 7,500 0
Support Manager - Dallas
Melony Martin Assistant Vice President 25,373 10,000 15,373
- Charlotte
Pierce Merry Director 51,752 10,000 41,752
Lisa Miller Property Tax & Insurance 7,500 5,000 2,500
Manager
Mike Moff Maintenance Support 7,500 7,500 0
Manager
Michele Murphy Regional Property Manager 10,000 10,000 0
- Jacksonville
Linda Randolph Assistant Vice President 25,524 25,500 24
Eileen K. Schiffer Regional Property Manager 10,000 10,000 0
- Orlando
Paul Simon Director 10,000 10,000 0
Ralph J. Simons, Jr. Vice President - Property 70,360 70,000 360
Management
Ann Smith Regional Property Manager 10,000 10,000 0
- Charleston
Lynn Tabaka Former Employee 23,740 23,740 0
Julie Teague Administrative Support 10,000 5,000 5,000
Manager
Michael N. Thompson Executive Vice President 125,621 101,000 24,621
Mark Vernon Assistant Vice President 25,000 25,000 0
- Atlanta
Lindy Ware Regional Property Manager 10,000 10,000 0
Leigh Wilson Regional Property Manager 10,000 10,000 0
- Charlotte
</TABLE>
<PAGE>
PLAN OF DISTRIBUTION
The Company has been advised that the Selling Shareholders may sell
Shares from time to time in transactions on the NYSE or in privately negotiated
transactions, through the writing of options on the Shares, or a combination of
such methods of sale at fixed prices which may be changed, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at negotiated prices. The Selling Shareholders may effect such
transactions by selling the Shares to or through broker-dealers, and such
broker-dealers may receive compensation in the form of discounts, concessions
or commissions from the Selling Shareholders or the purchasers of the Shares
for whom such broker-dealers may act as agent or to whom they sell as
principal, or both (which compensation to a particular broker-dealer might be
in excess of customary commissions).
The Selling Shareholders and any broker-dealers who act in connection
with the sale of Share hereunder may be deemed to be "underwriters" as that
term is defined in the Act, and any commissions received by them and any profit
to any dealer on any resale of the Shares as principal might be deemed to be
underwriting discounts commission with the sale of any Shares.
USE OF PROCEEDS
None of the proceeds of the sale of the Shares will be received by the
Company.
EXPERTS
The audited financial statements of the Company incorporated by reference
in this Prospectus and elsewhere in the registration statement of which this
Prospectus is a part, have been audited by Arthur Andersen LLP, independent
public accountants, as indicated in their reports with respect thereto, and are
incorporated herein in reliance upon the authority of said firm as experts in
giving said reports.
LEGAL OPINIONS
Certain legal opinions relating to the Shares offered hereby will be
passed upon for the Company by Hull, Towill, Norman & Barrett, P.C., Augusta,
Georgia. W. Hale Barrett, a member of the firm of Hull, Towill, Norman &
Barrett, P.C., is a director and secretary of the Company and is also a Selling
Shareholder. He and members of his firm own 35,290 shares of Common Stock.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated herein by reference:
(a) the registrant's annual report on Form 10-K for the fiscal
year ended December 31, 1996;
(b) the registrant's quarterly reports on Form 10-Q for the
quarters ended March 31, 1997, June 30, 1997, and September 30,
1997, and the registrant's current reports on Form 8-K filed on
July 29, 1997; August 6, 1997(2); September 15, 1997; September
22, 1997; October 8, 1997(2); and October 31, 1997;
(c) the description of the registrant's Common Stock contained in
its registration statement on Form 8-A filed under the
Securities Exchange Act of 1934, as amended (the "Exchange
Act"), including any amendment or report filed for the purpose
of updating such description.
All documents subsequently filed by the registrant pursuant to Section
13(a), 13(c) 14 and 15(d) of the Exchange Act prior to the filing of a post-
effective amendment that indicates that all securities offered have been sold
or that deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be part hereof
from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Certain legal opinions relating to the Shares offered hereby will be
passed upon for the Company by Hull, Towill, Norman & Barrett, P.C., Augusta,
Georgia. W. Hale Barrett, a member of the firm of Hull, Towill, Norman &
Barrett, P.C., is a director and secretary of the Company and is also a Selling
Shareholder. He and members of his firm own 35,290 shares of Common Stock.
Mr. Barrett purchased 10,000 shares of common stock under the Company's
Directors Stock Loan Plan, which shares are being registered hereunder.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's Amended and Restated 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. (S)
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 or 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 7. EXEMPTION FROM REGISTRATION CLAIMED.
The registrant relied upon the exemption from registration contained in
Section 4(2) of the Securities Act of 1933, as amended (the "Securities Act"),
with respect to the 1,049,225 shares of Common Stock constituting restricted
securities to be reoffered or resold pursuant to this registration statement.
Each Selling Shareholder represented in a written representation to the
registrant that the purchase of the securities was made for their own account
for investment and not with a view towards resale or distribution; and the
certificates for all such securities were issued with restrictive legends
prohibiting transfer of such securities except in compliance with the
Securities Act.
ITEM 8. EXHIBITS.
4.1 -- Amended and Restated Articles of Incorporation (filed as
Exhibit 4(a) to the Company's Shelf Registration Statement on
Form S-3 filed December 15, 1995, file #33-65067, and
incorporated by reference herein) as amended by Articles of
Amendment to Articles of Incorporation re Series D Preferred
Stock (incorporated herein by reference to Exhibit 4 to the
Company's current report on Form 8-K filed December 11, 1996).
4.2 -- Bylaws (filed as Exhibit 3(ii) to the Company's Annual Report
on Form 10-K for the year ended December 31, 1993 and
incorporated by reference herein)
4.3 -- Specimen Common Stock Certificate (filed as Exhibit 4(f) to the
registrant's shelf registration statement on Form S-3 filed
February 9, 1995, registration number 33-57453, and
incorporated by reference herein)
23.1 -- Consent of Arthur Andersen LLP
24 -- Power of Attorney (see signature page)
ITEM 9. 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:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 (the "Securities Act"); and
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement.
(iii) 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;
PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by the above
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the registration statement.
(2) That, for purpose of determining any liability under the Securities
Act, 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.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefits plan's annual
report pursuant to Section 15(d) of the Exchange Act) 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.
Insofar as indemnification for liabilities arising under the Securities
Act 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 Securities
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 and will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 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 November 7, 1997.
MERRY LAND & INVESTMENT COMPANY, INC.
By: /s/ W. TENNENT HOUSTON
_________________________
As Its President
<PAGE>
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
date indicated. Each of the undersigned officers and directors of the
Registrant hereby constitutes BOONE A. KNOX and W. TENNENT HOUSTON, either of
whom may act, his true and lawful attorneys-in-fact with full power to sign for
him and in his name in the capacities indicated below and to file any and all
amendments to the registration statement filed herewith, making such changes in
the registration statement as the registrant deems appropriate, and generally
to do all such things in his name and behalf in his capacity as an officer and
director to enable the registrant to comply with the provisions of the
Securities Act and all requirements of the Securities and Exchange Commission.
SIGNATURE TITLE AND CAPACITY DATE SIGNED
/s/
_____________(L.S.) Chairman of the Board Nov. 10, 1997
BOONE A. KNOX
/s/
_____________(L.S.) President and Nov. 10, 1997
W. TENNENT HOUSTON Chief Executive Officer
/s/
_____________(L.S.) Secretary and Director Nov. 11, 1997
W. HALE BARRETT
/s/
_____________(L.S.) Director Nov. 11, 1997
ROBERT P. KIRBY
/s/
_____________(L.S.) Director Nov. 11, 1997
PAUL S. SIMON
/s/
_____________(L.S.) Director Nov. 12, 1997
MICHAEL N. THOMPSON Executive Vice President and
Chief Operating Officer
/s/
_____________(L.S.) Director Nov. 11, 1997
HUGH CALVIN LONG II
/s/
_____________(L.S.) Vice-President Nov. 11, 1997
RONALD J. BENTON
<PAGE>
EXHIBIT INDEX
(EXHIBITS DESCRIBED IN ITEM 8 AND NOT LISTED IN THIS INDEX ARE INCORPORATED BY
REFERENCE.)
<TABLE>
<CAPTION>
EXHIBIT DOCUMENT Sequentially Numbered
PAGE
<S> <C> <C>
4.1.1 Amended and Restated Articles of Incorporation (filed as N/A
Exhibit 4(a) to the Company's Shelf Registration Statement
on Form S-3 filed December 15, 1995, file #33-65067, and
incorporated by reference herein)
4.2 Bylaws (filed as Exhibit 3(ii) to the Company's Annual N/A
Report on Form 10-K for the year ended December 31, 1993
and incorporated by reference herein)
4.3 Specimen Common Stock Certificate (filed as Exhibit 4(f) N/A
to the registrant's shelf registration statement on Form
S-3 filed February 9, 1995, registration number 33-57453,
and incorporated by reference herein)
23.1 Consent of Arthur Andersen LLP
24 Power of Attorney (see signature page) N/A
</TABLE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference of our reports dated May 28, 1997 and May 30, 1997 included in
the Company's Form 8-K filed on August 6, 1997, the incorporation by
reference of our reports dated August 12, 1997, August 14, 1997, and August
30, 1997 included in the Company's Form 8-K filed on September 15, 1997,
the incorporation by reference of our reports dated September 22, 1997 and
September 29, 1997 included in the Company's Form 8-K filed on October 8,
1997, the incorporation by reference of our reports dated January 17, 1997
included in the Company's Form 10-K for the year ended December 31, 1996,
and to all references to our firm included in or made a part of this
Registration Statement.
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Atlanta, Georgia
November 13, 1997
