SECUTITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________
Form 10K/A
Amendment No. 1
___________
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended
December 31, 1996
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD
FROM TO
--------- -----------
Commission file number: 001-11081
State of Incorporation: Georgia
I.R.S. Employer Identification Number: 58-0961876
-----------------------------------
Merry Land & Investment Company, Inc.
(Exact Name of Registrant as Specified in Its Charter)
P.O. Box 1417
Augusta, Georgia
(Address of Principal Executive Officers)
706 722-6756 30903
(Registrant's Telephone) (Zip Code)
Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange
- ------------------ on Which Registered
---------------------
Common Stock, no par value New York Stock Exchange
$1.75 Series A Cumulative Convertible
Preferred Stock New York Stock Exchange
$2.15 Series C Cumulative Convertible
Preferred Stock New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding twelve months, and (2) has been subject to such
filing requirements for the past ninety days:
Yes X No .
----- -----
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge,in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K.
----
The aggregate market value of the voting stock held by non affiliates of the
registrant on January 31, 1997: Common Stock, no par value - $778,561,854
(all shares other than those owned or controlled by officers, directors, and
5% shareholders).
The number of shares of common stock outstanding as of January 31, 1997 was
38,143,781.
Documents incorporated by reference: The 1997 definitive proxy statement to
be mailed to shareholders for the annual meeting scheduled for April 21,
1997, is incorporated by reference into Part III of this form 10-K.
<PAGE>
Part IV
Item 14 - Exhibits, Financial Statement Schedules, and Reports on
Form 8-K
a) FINANCIAL STATEMENTS. The following schedule lists the
financial statements as filed as part of this report:
Report of Independent Public Accountants
Balance Sheets
Statements of Income
Statements of Changes in Stockholders Equity
Statements of Cash Flows
Reconciliation of Net Income to Cash Flows
Notes to Financial Statements
2. FINANCIAL STATEMENT SCHEDULES. The following schedule lists
the financial statement schedules required to be filed by Item
8 and Item 14(d) of Form 10-K:
Report of Independent Public Accountants on Schedules
Real Estate and Accumulated Depreciation
3. Exhibits.
(3.i) Amended and Restated Articles of Incorporation (incorporated
herein by reference to Exhibit 4(a) to the Company's Shelf
Registration Statement on Form S-3 filed December 15, 1995, file
number 33-65067), as amended by Articles of Amendment to Articles
ofIncorporation 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).
(3.ii) By-laws (incorporated herein by reference to Exhibit 3(ii) of
Item 14 of the Company's Annual Report on Form 10-K for the year
ended December 31,1993).
(4) Instruments Defining Rights of Security Holders, Including
----------------------------------------------------------
Indentures
----------
(4.1) The Company's $120,000,000 7 1/4% Notes due 2005 (incorporated
herein by reference to Item 7,Exhibit 4A to the Company's
Form 8-K filed June 23, 1995).
(4.2) Indenture (incorporated herein by reference to Item 7, Exhibit 4B
to the Company's Form 8-K filed June 23, 1995).
(4.3) First Supplemental Indenture (incorporated herein by reference to
Item 7, Exhibit 4C to the Company's Form 8-K filed June 23, 1995).
(4.4) The Company's $40,000,000 7 1/4% Notes due 2002 (incorporated
herein by reference to Exhibit 4A to the Company's on Form 8-K
filed September 1, 1995).
(4.5) The Company's $40,000,000 6.875% Notes due 2003 and $40,000,000
6.875% Notes due 2004 (incorporated herein by reference to
Exhibit 4A to the Company's Form 8-K filed November 8, 1995.)
(10) Material Contracts.
-------------------
(10.1) Credit Agreement between the Company and Lenders for a $100
million credit facility (incorporated herein by reference to
Item 7, Exhibit 10 to the Company's Form 8-K filed July 15, 1996).
(10.2) $120,000,000 6.625% Senior Notes/Note Purchase Agreement
(incorporated herein by reference to Exhibit 10.ii of Item 6 of
the Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1993).
(10.3) 1993 Incentive Stock Option Plan (incorporated herein by
reference to Exhibit(10.2.1) of item 14 of the Company's Annual
Report on Form 10-K for the year ended December 31, 1993).
(10.4) Executive Officer Restricted Stock Loan Plan, as amended
(incorporated herein by reference to Exhibit (10.2.2) of the
Company's Annual Report on Form 10-K for the year ended
December 31, 1993).
(10.5) Employee Stock Ownership Plan and Trust Agreement (incorporated
herein by reference to Exhibit (10.2.3) of Item 14 of the
Company's Annual Report on Form 10-K for the year ended
December 31, 1993).
(10.6) 1994 Stock Option and Incentive Plan (incorporated herein by
reference to exhibit (10.2.4) of Item 14 of the Company's Annual
Report on Form 10-K for the year ended December 31, 1993).
(10.7) 1995 Stock Option and Incentive Plan (incorporated herein by
reference to Appendix "B" to the Company's 1995 Proxy Statement
on Form DEF-14A filed March 27, 1995).
(10.8) Line of Credit Agreement (Unsecured) for $30 million with First
Alabama Bank dated October 7, 1996 (incorporated herein by
refernce to Exhibit 99 to the Company's Quarterly Report on Form
10-Q/A for the quarter ended September 30, 1996).
(11) Statement regarding computation of per share earnings.
(21) Subsidiaries of the subsidiaries of Merry Land & Investment
Company, Inc.:
<TABLE>
<CAPTION>
Sate of Names Under Which
Name Type of Entity Formation Subsidiary Does Business
- ------------ -------------- --------- -------------------------------
<C> <C> <C> <C>
Merry Land
Apartment
Communities, Merry Land Apartment
Inc. Corporation Maryland Communities
- -----------------------------------------------------------------------------
ML Apartments
Limited Corporation Maryland ML Apartment Limited
- -----------------------------------------------------------------------------
ML Texas
Apartments Limited
LP Partnership Texas ML Texas Apartments
- -----------------------------------------------------------------------------
ML North
Carolina
Apartments Limited
LP Partnership Georgia ML North Carolina
- -----------------------------------------------------------------------------
ML Tennessee
Apartments Limited
LP Partnership Georgia ML Tennessee Apartments
- -----------------------------------------------------------------------------
ML Alabama
Apartments,
Inc. Corporation Alabama ML Alabama Apartments LP
- -----------------------------------------------------------------------------
(23) Consent of Arthur Andersen, LLP
(27) Financial Data Schedules
b) Reports on Form 8-K. The registrant filed reports
on Form 8-K during the last quarter of 1996 as
follows with respect to the following matters.
Form Items Date Filed Location Fiancial Statements
- ---- ----------------- ------------ ------------------ -------------------
8-K 5 (Illness of
Chairman; Nov.7,1996 N/A N/A
Tennent
Houston
appointed
Chief Exec.
Officer)
8-K 5,7 Nov.7,1996 Ft.Lauderdale, Statement of the
(Appointment FL; Exces of Operating
of 2 new Austin,TX; and Revenues Over
directors; Birmingham, AL Specific Expenses
acquisition
of Country
Club Place;
Estates at
Quarry Lakes;
Shoal Run
8-K 5 (Death Dec.9,1996 N/A N/A
of Chairman
8-K 5,7 (Completion Dec.11,1996 N/A N/A
of Public
Offering of
Series D
Preferred
Stock
</TABLE>
<PAGE>
Part III
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned,
MERRY LAND & INVESTMENT COMPANY, INC.
(Registrant)
/s/W. Tennent Houston
- -------------------------------
W. Tennent Houston - President
and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons
on behalf of the registrant and in the capacities and on the
dates indicated.
/s/ Boone A. Knox 3/24/97 /s/W. Tennent Houston 3/24/97
- ----------------- Date --------------------- Date
Boone A. Knox - Chairman W. Tennent Houston -
of the Board and Director President, Chief Executive
Officer and Director
/s/Michael N. Thompson 3/24/97 /s/W. Hale Barrett 3/24/97
- ---------------------- Date ------------------ Date
Michael N. Thompson, W. Hale Barrett - Secretary
Executive Vice President,
Chief Operating Officer /s/Hugh Calvin Long II 3/24/97
and Director ----------------------- Date
Hugh Calvin Long II - Director
/s/Pierce Merry, Jr. 3/24/97
- -------------------- Date ----------------
Pierce Merry, Jr. - Director Robert P. Kirby - Director
/s/Paul S. Simon 3/24/97 /s/Ronald J. Benton 3/24/97
- ---------------- Date ------------------- Date
Paul S. Simon - Director Ronald J. Benton - Vice President
Part IV
Item 14 Exhibit 11 Computation of Per Share Earnings
<TABLE>
1996 1995 1994
<S> <C> <C> <C>
PRIMARY
Net income $64,006,073 $53,537,199 $36,984,527
Preferred dividend
requirement 19,842,834 18,129,144 7,933,704
------------ ------------ ------------
Net income available for
common $44,163,239 $35,408,085 $29,050,823
------------ ------------ ------------
Average common shares
outstanding 35,918,565 33,367,527 26,430,241
Primary earnings per share
average $1.23 $1.06 $1.10
------------ ------------ -------------
FULLY DILUTED:
Net income $64,006,073 $53,537,199 $36,984,527
Preferred dividend
requirement 242,000 - -
------------ ----------- -------------
Net income $63,764,073 $53,537,199 $36,984,527
------------ ------------ -------------
Average convertible preferred
shares 10,658,838 9,744,051 6,132,041
Average common shares
outstanding 35,918,565 33,367,527 26,430,241
------------ ------------ --------------
Average fully diluted common
shares outstanding 46,577,403 43,111,578 32,562,282
------------ ------------ --------------
Fully diluted earnings
per share $1.23* $1.06* $1.10*
------------ ------------- --------------
*Actual computation is antidilutive.
</TABLE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accountants, we hereby consent to the incorporation of
our reports included in this Form 10-K into the Company's previously filed
Registration Statement File Nos. 33-65076, 33-03335, 33-63083, and 333-2221.
/s/ Arthur Andersen LLP
Arthur Andersen LLP
Atlanta, Georgia
March 21, 1997
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<CASH> 32,793
<SECURITIES> 23,799
<RECEIVABLES> 3,485
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 56,592
<PP&E> 1,244,318
<DEPRECIATION> 102,277
<TOTAL-ASSETS> 1,208,246
<CURRENT-LIABILITIES> 21,928
<BONDS> 360,000
0
273,965
<COMMON> 37,784
<OTHER-SE> 487,022
<TOTAL-LIABILITY-AND-EQUITY> 1,208,246
<SALES> 176,988
<TOTAL-REVENUES> 192,828
<CGS> 102,577
<TOTAL-COSTS> 128,821
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 22,527
<INCOME-PRETAX> 64,006
<INCOME-TAX> 0
<INCOME-CONTINUING> 64,006
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 64,006
<EPS-PRIMARY> 1.23
<EPS-DILUTED> 1.23
</TABLE>
