<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
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Date of Report (Date of earliest event reported): June 19, 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)
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Filed: September 15, 1997
<PAGE>
ITEM 5. OTHER EVENTS. Merry Land & Investment Company, Inc. (the
"Company") has previously reported the acquisition of The Palms at South
Shore Apartments, Coventry at Cityview Apartments, The Oaks Apartments and
The Pointe Apartments. Financial statements with respect to these
properties have been prepared and are being filed herewith.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. Attached hereto are pro
forma statements of income and audited statements of excess of revenues
over specific operating expenses with respect to Coventry at Cityview
Apartments, The Palms at South Shore Apartments and the combined operations
of The Oaks Apartments and The Pointe Apartments.
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Signature Blocks on Following Page
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<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>
THE COVENTRY AT CITY VIEW
STATEMENTS OF EXCESS OF REVENUES OVER
SPECIFIC OPERATING EXPENSES FOR THE PERIOD FROM
INCEPTION TO SEPTEMBER 30, 1996 AND THE NINE
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 THE COVENTRY AT CITY VIEW for the period
from inception to September 30, 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 THE COVENTRY AT CITY VIEW for the period from
inception to September 30, 1996 in conformity with generally accepted
accounting principles.
\s\Arthur Andersen LLP
Atlanta, Georgia
August 30, 1997
<PAGE>
THE COVENTRY AT CITY VIEW
STATEMENTS OF EXCESS OF REVENUES OVER SPECIFIC OPERATING
EXPENSES FOR THE PERIOD FROM INCEPTION TO SEPTEMBER 30, 1996
AND THE NINE MONTHS ENDED JUNE 30, 1997
<TABLE>
<CAPTION>
Period From Nine Months
Inception to Ended
September 30, June 30,
1996 1997
---------- ----------
(Unaudited)
<S> <C> <C>
REVENUES:
Rents (Note 1) $25,909 $956,462
Other Income 6,099 67,091
---------- ----------
Total revenues 32,008 1,023,553
---------- ----------
SPECIFIC OPERATING EXPENSES (Note 2):
Real estate taxes 8,926 40,166
Personnel 33,404 225,433
Utilities 10,661 87,086
General and administrative 15,254 75,708
Repairs, maintenance, and contract services 14,747 118,314
Marketing 8,552 59,848
Property insurance 4,642 38,022
---------- ----------
Total specific operating expenses 96,186 644,577
---------- ----------
EXCESS OF REVENUES OVER SPECIFIC
OPERATING EXPENSES $(64,178) $378,976
========== ==========
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>
THE COVENTRY AT CITY VIEW
NOTES TO STATEMENT OF EXCESS OF REVENUES
OVER SPECIFIC OPERATING EXPENSES
FOR THE PERIOD FROM INCEPTION TO SEPTEMBER 30, 1996
AND THE NINE MONTHS ENDED JUNE 30, 1997
1.ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Description of Property
On August 1, 1997, Merry Land & Investment Company, Inc. ("Merry Land")
purchased The Coventry At City View, a 360-unit apartment complex located
in Fort Worth, Texas, from The Spanos Corporation for approximately $22.1
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 PALMS AT SOUTH SHORE 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
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 PALMS AT SOUTH SHORE 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 THE PALMS AT SOUTH SHORE APARTMENTS for the year
ended December 31,1996 in conformity with generally accepted accounting
principles.
\s\Arthur Andersen LLP
Atlanta, Georgia
August 14, 1997
<PAGE>
THE PALMS AT SOUTH SHORE 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) $1,958,558 $1,008,280
Other Income 71,716 31,331
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Total revenues 2,030,274 1,039,611
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SPECIFIC OPERATING EXPENSES (Note 2):
Real estate taxes 310,624 152,250
Personnel 179,232 95,422
Utilities 136,676 59,040
Repairs, maintenance, and contract services 102,553 48,134
General and administrative 63,679 31,123
Marketing 74,237 43,002
Property insurance 58,197 29,652
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Total specific operating expenses 925,198 458,623
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EXCESS OF REVENUES OVER SPECIFIC
OPERATING EXPENSES $1,105,076 $580,988
========== ==========
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>
THE PALMS AT SOUTH SHORE APARTMENTS
NOTES TO STATEMENT 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 1, 1997, Merry Land & Investment Company, Inc. ("Merry Land")
purchased the 240-unit apartment complex located in League City, Texas,
from American National-Clear Lake 2 Joint Venture for approximately $12.2
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 OAKS APARTMENTS
AND THE POINTE 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 OAKS
APARTMENTS AND THE POINTE 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
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 the combined operations of THE OAKS APARTMENTS AND
THE POINTE APARTMENTS for the period from inception to December 31,1996 in
conformity with generally accepted accounting principles.
\s\Arthur Andersen LLP
Atlanta, Georgia
August 12, 1997
<PAGE>
THE COMBINED OPERATIONS OF THE OAKS APARTMENTS
AND THE POINTE APARTMENTS
STATEMENTS OF EXCESS OF REVENUES OVER SPECIFIC OPERATING
EXPENSES FOR THE YEAR ENDED 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) $1,522,857 $1,933,737
Other Income 121,410 104,137
---------- ----------
Total revenues 1,644,267 2,037,874
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SPECIFIC OPERATING EXPENSES (Note 2):
Personnel 344,141 312,266
General and administrative 48,223 24,024
Marketing 80,523 39,313
Repairs, maintenance, and contract services 68,083 106,458
Utilities 80,653 92,111
Property insurance 9,819 26,456
Real estate taxes 16,902 151,259
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Total specific operating expenses 648,344 751,887
---------- ----------
EXCESS OF REVENUES OVER SPECIFIC
OPERATING EXPENSES $995,923 $1,285,987
========== ==========
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>
THE COMBINED OPERATIONS OF THE OAKS APARTMENTS
AND THE POINTE APARTMENTS
NOTES TO STATEMENT 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 Oaks Apartments, owned by The Oaks Apartments Limited Partnership, is a
318-unit apartment complex located in Charlotte, North Carolina. The
Pointe Apartments, owned by The Pointe Apartments Limited Partnership, is a
340-unit apartment complex located in Charlotte, North Carolina. For
accounting purposes, The Oaks Apartments and The Pointe Apartments became
operational in March 1996 and April 1996, respectively.
In June 1997, Merry Land & Investment Company, Inc. ("Merry Land")
purchased The Oaks Apartments and The Pointe Apartments for approximately
$20.3 million and $21.3 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.
