-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CHf+0pQ3TJe/Tw9EZr1VD3rrT5qRlt92JttEPEpZPGrBif6gRkTTzqxHWViuy7Fk jrKIwd2lI0+1yocFVUsT3g== 0000350071-97-000014.txt : 19970604 0000350071-97-000014.hdr.sgml : 19970604 ACCESSION NUMBER: 0000350071-97-000014 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970603 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MERRY LAND & INVESTMENT CO INC CENTRAL INDEX KEY: 0000350071 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 580961876 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-11081 FILM NUMBER: 97618615 BUSINESS ADDRESS: STREET 1: 624 ELLIS ST CITY: AUGUSTA STATE: GA ZIP: 30901 BUSINESS PHONE: 7067226756 MAIL ADDRESS: STREET 1: PO BOX 1417 CITY: AUGUSTA STATE: GA ZIP: 30903 10-K/A 1 AMENDMENT NO. 1 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. 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.:
Sate of Names Under Which Name Type of Entity Formation Subsidiary Does Business - ------------ -------------- --------- ------------------------------- 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
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 EX-11 2 COMPUTATION OF PER SHARE EARNINGS Part IV Item 14 Exhibit 11 Computation of Per Share Earnings 1996 1995 1994 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.
EX-23 3 CONSENT OF INDEPENDENT AUDITORS 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 EX-27 4 FINANCIAL DATA SCHEDULE
5 YEAR DEC-31-1996 DEC-31-1996 32,793 23,799 3,485 0 0 56,592 1,244,318 102,277 1,208,246 21,928 360,000 0 273,965 37,784 487,022 1,208,246 176,988 192,828 102,577 128,821 0 0 22,527 64,006 0 64,006 0 0 0 64,006 1.23 1.23
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