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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use
[ ] Definitive Proxy Statement of the Commission Only
[X] Definitive Additional Materials (as permitted by Rule 14a-6(e)(2)
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
MERRY LAND & INVESTMENT COMPANY, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1. Title of each class of securities to which transaction applies:
2. Aggregate number of securities to which transactions applies:
3. Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
4. Proposed maximum aggregate value of transaction:
5. Total fee paid:
[ ] Fee previously paid with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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[MERRY LAND LOGO]
624 ELLIS STREET
AUGUSTA, GEORGIA 30901
IMPORTANT REMINDER
Dear Merry Land & Investment Company, Inc. Shareholder:
The special meeting of shareholders of Merry Land & Investment Company,
Inc. ("Merry Land") will take place on Thursday, October 15, 1998. THIS LETTER
IS TO REMIND YOU THAT YOUR VOTE IS IMPORTANT TO US NO MATTER HOW MANY SHARES YOU
OWN.
As detailed in the proxy statement previously mailed to you, we are seeking
your vote to approve, (i) the tax free merger of Merry Land with Equity
Residential Properties Trust, a Maryland real estate investment trust ("EQR") or
the alternative merger structure described in the proxy statement and (ii) the
adoption of the Merry Land Properties, Inc. ("MRYP Newco") 1998 Management
Incentive Plan.
In the merger, each outstanding share of Merry Land common stock will be
converted into 0.53 of an EQR common share. In addition, Merry Land will
contribute certain of its assets to MRYP Newco, a newly formed company that will
focus on local management of real estate assets in the coastal areas of the
South. MRYP Newco common stock will be distributed to the holders of Merry Land
common stock at the rate of 1 share of MRYP Newco for every 20 shares of Merry
Land common stock. After this distribution, MRYP Newco will operate as a
separate company.
The merger represents an opportunity for Merry Land shareholders to
participate in a much larger and more geographically diversified REIT. With the
addition of Merry Land's 118 apartment properties, EQR will own 656 apartment
properties consisting of 187,543 units. The merger also allows Merry Land
shareholders to separately participate in the value of MRYP Newco.
YOUR BOARD OF DIRECTORS HAS APPROVED THE MERGER AND BELIEVES THE MERGER IS
IN THE BEST INTEREST OF MERRY LAND AND ITS SHAREHOLDERS, AND RECOMMENDS THAT ALL
SHAREHOLDERS VOTE FOR APPROVAL OF THE MERGER.
To date your proxy has not been received. We encourage you to read
carefully the joint proxy statement previously mailed to you and vote promptly
using the enclosed duplicate proxy card.
REMEMBER A FAILURE TO VOTE WILL HAVE THE SAME EFFECT AS A VOTE AGAINST THE
MERGER SINCE THE MERGER PROPOSAL REQUIRES THE APPROVAL OF MORE THAN 50% OF THE
OUTSTANDING MERRY LAND COMMON SHARES.
If you need another copy of the joint proxy statement or have any
questions, please contact our proxy solicitor, MacKenzie Partners, Inc., toll
free at (800) 322-2885 or (212) 929-5500 (call collect).
We appreciate your prompt attention to voting your shares and thank you for
your continued interest in your company.
Sincerely,
/s/ BOONE A. KNOX
Boone A. Knox, Chairman
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[MERRY LAND LOGO]
624 ELLIS STREET
AUGUSTA, GEORGIA 30901
IMPORTANT REMINDER
Dear Merry Land & Investment Company, Inc. Shareholder:
The special meeting of shareholders of Merry Land & Investment Company,
Inc. ("Merry Land") will take place on Thursday, October 15, 1998. THIS LETTER
IS TO REMIND YOU THAT YOUR VOTE IS IMPORTANT TO US NO MATTER HOW MANY SHARES YOU
OWN.
As detailed in the proxy statement previously mailed to you, we are seeking
your vote to approve, (i) the tax free merger of Merry Land with Equity
Residential Properties Trust, a Maryland real estate investment trust ("EQR") or
the alternative merger structure described in the proxy statement and (ii) the
adoption of the Merry Land Properties, Inc. ("MRYP Newco") 1998 Management
Incentive Plan.
In the merger, each outstanding share of Merry Land common stock will be
converted into 0.53 of an EQR common share. In addition, Merry Land will
contribute certain of its assets to MRYP Newco, a newly formed company that will
focus on local management of real estate assets in the coastal areas of the
South. MRYP Newco common stock will be distributed to the holders of Merry Land
common stock at the rate of 1 share of MRYP Newco for every 20 shares of Merry
Land common stock. After this distribution, MRYP Newco will operate as a
separate company.
The merger represents an opportunity for Merry Land shareholders to
participate in a much larger and more geographically diversified REIT. With the
addition of Merry Land's 118 apartment properties, EQR will own 656 apartment
properties consisting of 187,543 units. The merger also allows Merry Land
shareholders to separately participate in the value of MRYP Newco.
YOUR BOARD OF DIRECTORS HAS APPROVED THE MERGER AND BELIEVES THE MERGER IS
IN THE BEST INTEREST OF MERRY LAND AND ITS SHAREHOLDERS, AND RECOMMENDS THAT ALL
SHAREHOLDERS VOTE FOR APPROVAL OF THE MERGER.
To date your proxy has not been received. We encourage you to read
carefully the joint proxy statement previously mailed to you and vote promptly
using the enclosed duplicate proxy form. If it is convenient, you may also vote
by telephone or the Internet. Simply follow the instructions included with this
letter.
REMEMBER A FAILURE TO VOTE WILL HAVE THE SAME EFFECT AS A VOTE AGAINST THE
MERGER SINCE THE MERGER PROPOSAL REQUIRES THE APPROVAL OF MORE THAN 50% OF THE
OUTSTANDING MERRY LAND COMMON SHARES.
If you need another copy of the joint proxy statement or have any
questions, please contact our proxy solicitor, MacKenzie Partners, Inc., toll
free at (800) 322-2885 or (212) 929-5500 (call collect).
We appreciate your prompt attention to voting your shares and thank you for
your continued interest in your company.
Sincerely,
/s/ BOONE A. KNOX
Boone A. Knox, Chairman
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INSTRUCTIONS FOR VOTING BY TELEPHONE
- Call the 800 telephone number located in the upper left of
the enclosed proxy
- Use your 12 digit control number which is located above
Proposal 1 to access the voting menu
INSTRUCTIONS FOR VOTING VIA THE INTERNET
- Contact www.PROXYVOTE.com
- Use your 12 digit control number which is located above
Proposal 1 to access the voting screen
If you have any questions, or need assistance in voting your
shares,
please contact our proxy solicitor, MacKenzie Partners, Inc. at
(800) 322-2885 (toll-free) or (212) 929-5500 (call collect).
