<PAGE>
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 of the
Commission Only (as permitted by
[X] Definitive Proxy Statement Rule 14a-6(e)(2))
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
SECURITY LAND & DEVELOPMENT
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(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No Filing 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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
SECURITY LAND & DEVELOPMENT CORPORATION
2816 WASHINGTON ROAD SUITE 103
AUGUSTA, GEORGIA 30909
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MARCH 5, 1998
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Notice is hereby given that the Annual Meeting of the stockholders of Security
Land & Development Corporation will be held at the Sheraton Augusta Hotel, Bobby
Jones Expressway and Wheeler Road, Augusta, Georgia, on March 5, 1998, at 10:00
A.M., Augusta, Georgia time, for the purpose of considering and acting on the
following matters:
1. Changing the By-Laws of Security Land & Development
Corporation Article 3.2 from "the Board of Directors
shall consist of not less than nine or more than
fifteen members, the precise number to be fixed by
resolution of the shareholders from time to time" to
read, "The Board of Directors shall consist of not less
than three or more than nine members, the precise
number to be fixed by resolution of the shareholders
from time to time".
2. Setting the number of the Board of Directors at seven.
3. The election of the Directors.
4. The election of an auditor for the company.
5. The transaction of such other business as may properly come
before the meeting.
Pursuant to the By-laws, the Board of Directors has fixed the close of business
on February 5, 1998 as the record date for the determination of stockholders
entitled to vote at the meeting. Only stockholders of record at the close of
business on that date will be entitled to vote.
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IMPORTANT NOTICE FROM SECURITY LAND & DEVELOPMENT CORPORATION
Enclosed with this notice of the Annual Meeting of Shareholders to be held
on March 5, 1998 are a Proxy Statement and Proxy Card. I would like to urge each
of you to plan to attend this meeting if at all possible and if not possible,
please execute the enclosed proxy and return the same to me immediately. It is
necessary that we have a quorum represented in person or by proxy in order to
conduct any business at this meeting. Therefore, please give this your immediate
attention and return it by mail.
<PAGE>
QUORUM
The presence in person or by proxy of the holders of a majority of the
stock issued and outstanding and entitled to vote shall be necessary to
constitute a quorum for the transaction of business at the Annual Meeting.
Based on the number of shares outstanding and entitled to vote as of December
15, 1997, a quorum for this meeting will be 2,618,804 shares.
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SHAREHOLDERS' PROPOSALS FOR ANNUAL
MEETING TO BE HELD IN 1999
Shareholders who have a legitimate item of business that they wish to be
taken up at the Corporation's Annual Stockholders Meeting to be held in the year
1999 must send their proposals to Security Land & Development Corporation, 2816
Washington Road, Suite 103, Augusta, Georgia 30909, no later than December 31,
1998. This deadline is necessitated by the fact that the Corporation must have
time to review the proposal and to include same within the proxy materials to be
reviewed by the Securities & Exchange Commission.
PLEASE BE ADVISED THAT SECURITY LAND & DEVELOPMENT
CORPORATION WILL PROVIDE WITHOUT CHARGE BY WRITTEN
REQUEST, A COPY OF THE CORPORATION'S ANNUAL REPORT
ON FORM 10K, INCLUDING THE FINANCIAL STATEMENTS AND
SCHEDULES THERETO, REQUIRED TO BE FILED WITH THE
SECURITIES & EXCHANGE COMMISSION PURSUANT TO RULE
13(A)(1) UNDER THE ACT FOR THIS CORPORATION'S FISCAL
YEAR ENDED SEPTEMBER 30, 1997.
ALL SUCH WRITTEN REQUESTS SHOULD BE DIRECTED TO:
T. GREENLEE FLANAGIN
PRESIDENT
SECURITY LAND & DEVELOPMENT CORPORATION
2816 WASHINGTON ROAD SUITE 103
AUGUSTA, GEORGIA 30909
By Order of the Board of Directors
Gregory B. Scurlock
Secretary and Treasurer
<PAGE>
SECURITY LAND & DEVELOPMENT CORPORATION
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PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MARCH 5, 1998
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DATE OF FIRST MAILING TO STOCKHOLDERS: FEBRUARY 5, 1998
The accompanying proxy is solicited on behalf of the Board of Directors of
Security Land & Development Corporation in connection with the Annual Meeting of
Stockholders to be held March 5, 1998. The shares represented by a proxy in the
accompanying form, which is properly executed, returned to management and not
revoked, will be voted in accordance with the instructions contained in the
proxy. If no instructions are given with respect to a matter to be acted upon,
the shares represented by the proxy will be voted as stated in the section of
this statement entitled Actions to be Taken Under the Proxy. A proxy may be
revoked at the option of persons executing the same at any time before the
voting thereof, either in writing or by being present and voting at the meeting.
Only stockholders of record at the close of business on February 5, 1998
are entitled to vote at the Annual Meeting or any adjournment thereof. As of
this date, the outstanding voting stock of Security Land & Development
Corporation was 5,237,607 shares of Common Stock, ten cents ($0.10) par value.
Each share of outstanding stock entitles the holder to one vote.
The cost of solicitations of proxies will be borne by Security Land &
Development Corporation, including the expenses in connection with preparing,
assembling and mailing this statement. As in the past, Security Land &
Development Corporation will also reimburse brokers, custodians, and nominees
for their expense in sending proxies and proxy material to beneficial owners.
If necessary in order to assure that more than the minimum of 50 percent of
the outstanding shares required for a quorum are represented by proxies, proxy
solicitation may also be made personally or by telephone or telegram by officers
or employees of the corporation. Additionally, if a quorum is not present at
the meeting, either in person or by proxy, then it is the intention of the Board
of Directors to adjourn the meeting to such time as shall be then announced,
but not later than 30 days from the date of the meeting as originally scheduled,
and the officers and employees of the Corporation will be again requested to
telephone shareholders for the sole purpose of requesting that they execute and
return proxy cards. The meeting will continue to be adjourned from time to time
until a quorum is obtained.
<PAGE>
ACTION TO BE TAKEN UNDER PROXY
The persons acting under the proxy will vote the shares represented thereby
in accordance with the instructions of the grantor of the proxy. Unless
otherwise instructed, the persons will vote FOR setting the number of the
members of the Board of Directors at seven (7) members; FOR the election of the
following nominees as directors; T. Greenlee Flanagin, W. Stewart Flanagin, Jr.,
M. David Alalof, Robert M. Flanagin, E. R. Murphey, Gregory B. Scurlock, John C.
Bell, Jr.; FOR the approval of Cherry, Bekaert & Holland, C.P.A., as Auditor for
the Company for the fiscal year ending September 30, 1998, and such matters as
the holder may desire in the transaction of any other business as may come
before the meeting or any adjournment thereof.
SETTING THE NUMBER OF DIRECTORS
At the last Annual Stockholders' Meeting, a resolution was passed setting
the number of directors of the Corporation at nine (9) members. Since then two
directors , Melvin D. Barton and W. S. Flanagin, Sr., have resigned from the
Board. Unless otherwise instructed, persons under proxy will vote FOR setting
the number of directors at seven (7).
In the event that a majority of the shares present and voting approve
setting the number of directors at seven (7), it will be so set. If less than a
majority so approve, then the number of directors will remain at nine (9) since
it was so set at the last shareholders meeting and it requires a majority vote
to change the number of directors. If by a majority vote the number of
directors is set at more then nine (9), then the persons acting under the proxy
will utilize the discretion contained in the proxy to vote such additional
persons as are necessary to fill the vacancies so created. If by majority vote
the number of directors is set at less than nine (9), then the persons acting
under the proxy will vote such of the seven (7) persons nominated above as may
be necessary to fill the number of director positions available. It is the
present intention of persons acting under the proxy to eliminate from the
successful slate by "straw vote", i.e., solely by chance.
ELECTION OF DIRECTORS
One purpose of the Annual Meeting is to elect members to the Board of
Directors to serve until the next Annual Meeting or until their successors are
duly elected and qualified.
Shareholders may vote for the slate of Directors or may abstain.
Additionally, shareholders may withhold authority to vote for certain
individually named nominees in the slate by lining through or otherwise striking
out the name of any such nominee.
<PAGE>
In the event, by reason of death or other unexpected occurrence, any one or
more of the nominees shall not be available for election, the persons named in
the proxy have advised that they will vote for such substitute nominees as the
Board of Directors may propose. Unless contrary instructions are received, the
persons named in the proxy have advised that they intend to vote FOR the
nominees named by the Board of Directors of Security Land & Development
Corporation.
For the 12 month period starting December 19, 1996 and ending December 15,
1997, the Board of Directors held two (2) meetings. All of the nominees were
not present at every meeting.
Security Land & Development Corporation does have a standing audit
committee consisting of the following members; M. David Alalof, T. Greenlee
Flanagin, Gregory B. Scurlock and Chris Rouse of Cherry, Bekaert & Holland.
There are no other standing committees.
<PAGE>
The names of the nine nominees, their principal occupations, the periods
during which they have served as directors and their beneficial ownership of
equity securities of Security Land & Development Corporation as of December 15,
1997, are set forth in the following table:
<TABLE>
<CAPTION>
NOMINEES FOR ELECTION
Principal Shares
Names Occupation Served as Common Stock
Present Office For Preceding Director Owned Beneficially
(Age) 5 Year Period since Term Expires as of 12/15/97
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<S> <C> <C> <C> <C> <C>
W. Stewart Flanagin, Jr. Pharmacist & 1983 Annual Meeting 463,052 Shares 8.8%
(Chairman) Owner, Hill Drug Co. Scheduled
Age-49 March 5, 1998
T. Greenlee Flanagin Licensed Realtor 1983 Annual Meeting 781,205 Shares 14.9%
(President) Scheduled
Age-48 March 5, 1998
M. David Alalof President, A.H.S. 1977 Annual Meeting 27,526 Shares ---
(Vice-President) & Associates Scheduled
Age-55 March 5, 1998
E. R. Murphey Retired Homebuilder 1980 Annual Meeting 50,000 Shares ---
(Asst. Sec.-Treas.) Scheduled
Age-79 March 5, 1998
Robert M. Flanagin Licensed Realtor 1987 Annual Meeting 499,083 Shares 9.5%
(Director) Scheduled
Age-40 March 5, 1998
John C. Bell, Jr. Attorney-at-Law 1983 Annual Meeting 303,865 Shares 6%
(Director) Scheduled
Age-49 March 5, 1998
Gregory B. Scurlock Senior Vice-President, 1983 Annual Meeting 500 Shares ---
(Secretary-Treasurer) First Union National Bank Scheduled
Age-49 of Georgia March 5, 1998
</TABLE>
<PAGE>
STOCK TRANSACTIONS BY NOMINEES WITHIN LAST TWO YEARS
1/3/96 W. S. Flanagin, Sr. purchased 4,066 shares of stock.
9/9/97 W. Stewart Flanagin, Jr. purchased 2,000 shares of stock.
PRESENT DIRECTORS & AMOUNT OF SHARES PERCENT OF
OFFICERS AS A GROUP BENEFICIALLY OWNED OWNERSHIP
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7 2,125,231 41%
PRINCIPAL SECURITY HOLDERS
On or about November 29, 1982, Messrs. W. Stewart Flanagin, Jr., T.
Greenlee Flanagin, and Robert M. Flanagin purchased 1,302,754 shares of stock
including 1,140,307 shares owned by the Judy Lynn Tanner Insurance Agency, Inc.
The Flanagins own as December 10, 1997, shares as follows:
W. Stewart Flanagin, Jr.-- 463,052 shares 8.8%
1117 Glenn Avenue
Augusta, Georgia 30904
Thomas Greenlee Flanagin-- 781,205 14.9%
3326 Wheeler Road
Augusta, Georgia 30909
Robert Monroe Flanagin-- 499,083 9.5%
3052 Skinner Mill Road
Augusta, Georgia 30909
Anne Flanagin Smith-- 387,541 7.4%
Rt. 1, Box 106
Great Falls, South Carolina 29055
The Flanagin Family group owns a total of approximately 42.9% of all shares
of stock issued and outstanding. This 42.9% includes 79,585 shares (1.5%) owned
by Dr. W. S. Flanagin, Sr., and 34,008 shares owned by Harriette R. Flanagin.
REMUNERATION OF DIRECTORS AND OFFICERS
The present Directors of the Company serve without compensation and no
officer receives compensation in excess of fifty thousand and no/100 ($50,000)
dollars annually. The Officers of the Corporation as a group (5) received or
accrued compensation during the fiscal year ending September 30, 1997 in the sum
of $26,216.00.
<PAGE>
There were no annuity, pension or retirement benefits paid during the
fiscal year ending September 30, 1997 and none are proposed to be paid to any
Officer or Director of Security Land & Development Corporation.
There are no remuneration payments other than ordinary salary payments
proposed to be made in the future (directly or indirectly) by the Corporation or
any of its subsidiaries pursuant to any plan or arrangement with any Director or
Officer.
There were no options granted to any Officer or Director to purchase
securities of Security Land & Development Corporation or its subsidiaries during
the fiscal year ending September 30, 1997 and none have been granted to date.
INTEREST OF MANAGEMENT AND OTHERS
IN CERTAIN TRANSACTIONS
The Company purchased insurance from A.H.S. & Associates, with which M.
David Alalof is affiliated. The Board of Directors believe the prices were
not in excess of prices that would have been paid had the Company obtained this
insurance from other sources. The total premiums paid for this coverage during
the fiscal year ending September 30, 1997 were in the amount of $5,545.
M. David Alalof is also an investor of an entity that is a tenant at the
shopping center. Total gross leasing revenue from this tenant was approximately
$18,000 for the 1997 year end period.
The Company paid $7,800 and $39,000 in 1997 to a real estate brokerage
company as rental commissions and property sales commissions, respectively. A
director of the Company is associated with the real estate brokerage company and
was rental-sales agent to these transactions.
Two directors were also paid rental management fees in the amounts of $379
and $1,998.
RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has selected the firm of Cherry, Bekaert & Holland,
C.P.A., 1029 Greene Street, Augusta, Georgia 30901, to serve as independent
public accountants for the Corporation for the fiscal year ending September 30,
1997. Although the selection and appointment of independent accountants is not
required to be submitted to a vote of the stockholders, the Board has decided to
ask the stockholders to approve the appointment. If the stockholders do not
approve such appointment, the Board will reconsider the appointment. The vote
of a majority of the stock present and voting is necessary to approve the
appointment of the auditor. It is the intention of the Board of Directors to
vote the shares represented by any proxy so received FOR the approval of the
selection of Cherry, Bekaert & Holland as C.P.A., unless otherwise indicated on
any proxy so received.
<PAGE>
The firm of Cherry, Bekaert & Holland, Certified Public Accountant, does
not presently have nor has not in the past had any direct or indirect financial
or material interest in Security Land & Development Corporation or any of said
Corporation's subsidiaries. The firm of Cherry Bekaert & Holland does not
presently have nor had not in the past had any direct interest in Security Land
& Development Corporation or any of said Corporation's subsidiaries in capacity
of promoter, underwriter, voting trustee, director, officer, or employee.
Representatives of Cherry, Bekaert & Holland are expected to be present at the
meeting with an opportunity to make a statement if they desire to do so. Such
representatives will be available to respond to appropriate questions. The
Board of Directors of the Company does have an audit committee as previously
stated under "ELECTION OF DIRECTORS" heading.
The affirmative vote, in person or by proxy, of a majority of all
outstanding shares of the Company present at the meeting will be necessary for
the adoption of this proposal.
The Board of Directors recommend a vote FOR this proposal.
<PAGE>
PROXY
SECURITY LAND & DEVELOPMENT CORPORATION
PROXY FOR REGULAR ANNUAL MEETING OF SHAREHOLDERS, MARCH 5, 1998. THIS PROXY IS
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS AND IF VALIDLY EXECUTED WILL BE
VOTED AT SAID MEETING AND WILL BE VOTED AS SPECIFIED.
The undersigned hereby constitutes and appoints W. Stewart Flanagin, Jr.
and Gregory B. Scurlock, and each or any of them my true and lawful attorneys in
my name, place, and stead, and as my proxy with all vote for me at the annual
meeting of the shareholders of the Security Land & Development Corp., to be held
at the Sheraton Augusta Hotel, Bobby Jones Expressway at Wheeler Road, Augusta,
Georgia, on Thursday, March 5, 1998, at 10:00 A.M., or at any adjournment or
adjournments thereof according to the number I would be entitled to cast if I
were personally present.
THE BOARD OF DIRECTORS RECOMMENDS A FAVORABLE VOTE FOR THE FOLLOWING
PROPOSALS. IF NOT OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED "FOR" SAID
PROPOSALS.
1. FOR [ ] or AGAINST [ ] changing the By-Laws of Security Land &
Development Corporation Article 3.2 from "the
Board of Directors shall consist of not less than nine or more
than fifteen members, the precise number to
fixed by resolution of the shareholders from time to
time" to read, "The Board of Directors shall consist of not less
than three or more than nine members, the
precise number to be fixed by resolution of the shareholders from
time to time".
2. FOR [ ] or AGAINST [ ] setting the number of members of
the Board of Directors at seven (7).
3. ELECTION OF DIRECTORS:
FOR [ ] all nominees listed below or ABSTAIN [ ]
(except as marked to the contrary below-withhold
authority to vote for certain individually named
nominees in the slate by lining through or otherwise
striking out the name of any such nominee.)
W. STEWART FLANAGIN, JR.; T. GREENLEE FLANAGIN;
M. DAVID ALALOF; E. R. MURPHEY; JOHN C. BELL, JR.;
GREGORY B. SCURLOCK; ROBERT M. FLANAGIN.
4. FOR [ ] or AGAINST [ ] the appointment of Cherry,
Bekaert & Holland, C.P.A. as auditor for Security
Land & Development Corporation.
5. And upon any other business that may properly come
before the meeting.
DISCRETIONARY AUTHORITY IS CONFERRED AS TO ALL OTHER MATTERS
WHICH MAY COME BEFORE THE MEETING. MANAGEMENT IS NOT PRESENTLY AWARE OF ANY
SUCH MATTERS.
A majority of my aforesaid attorney as shall be present and shall act at
the meeting (or if only one shall be present and act, then that one) shall have
and may exercise all of the powers of all of my aforesaid attorney herein.
Receipt of notice is hereby acknowledged
Signature Date
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Shareholders (if signing as attorney, ad-
ministrator, executor, guardian, or trustee,
add your title to the signature)
