-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, hzSGJ7pyCwvt/bhhMXgXf635sNxOhSMU28SDNKv/2x/w/AtuiCytZcwZXXPU0mYF t2sxkLZkaG2REec9z20hbQ== 0000914483-95-000004.txt : 19950501 0000914483-95-000004.hdr.sgml : 19950501 ACCESSION NUMBER: 0000914483-95-000004 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19940729 ITEM INFORMATION: Acquisition or disposition of assets FILED AS OF DATE: 19950207 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: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-11081 FILM NUMBER: 95506035 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 8-K/A 1 FOGELMAN ACQUISITION SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ********************************************************************** Date of Report (Date of earliest event reported): July 29, 1994 MERRY LAND & INVESTMENT COMPANY, INC. (Exact name of registrant as specified in its charter) Georgia 0-10384 (State or other jurisdiction of incorporation) (Commission File Number) 58-0961876 (I.R.S. Employer I.D. Number) 624 Ellis Street, Augusta, GA 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) ********************************************************************** The undersigned registrant hereby amends the following items, financial statements, exhibits or other portions of its current Report on Form 8-K (date of event reported: July 29, 1994) filed August 15, 1994, as previously amended on form 8-K/A filed on September 27, 1994, as set forth in the pages attached hereto. Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized. MERRY LAND & INVESTMENT COMPANY, INC. By: /S/ ---------------------------- W. Tennent Houston Filed: February 7, 1995 As Its President COMBINED OPERATIONS OF THE PROPERTIES OF FOGELMAN SECURED EQUITY LIMITED PARTNERSHIP STATEMENTS OF EXCESS OF REVENUES OVER SPECIFIC OPERATING EXPENSES FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1994 (UNAUDITED) AND FOR THE YEAR ENDED DECEMBER 31, 1993 TOGETHER WITH AUDITORS' REPORT 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 PROPERTIES OF FOGELMAN SECURED EQUITY LIMITED PARTNERSHIP for the year ended December 31, 1993. 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 Properties of Fogelman Secured Equity Limited Partnership for the year ended December 31, 1993 in conformity with generally accepted accounting principles. /S/ ARTHUR ANDERSEN LLP Arthur Andersen LLP Atlanta, Georgia September 16, 1994 THE COMBINED OF OPERATIONS OF THE PROPERTIES OF FOGELMAN SECURED EQUITY LIMITED PARTNERSHIP STATEMENTS OF EXCESS OF REVENUES OVER SPECIFIC OPERATING EXPENSES FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1994 (UNAUDITED) AND FOR THE YEAR ENDED DECEMBER 31, 1993
1994 1993 ------------ ------------ (Unaudited) REVENUES: Rents (Note 1) $16,854,587 $21,331,739 Other income 920,713 1,101,438 Total revenues 17,775,300 22,433,177 SPECIFIC OPERATING EXPENSES (Note 2): Personnel 1,837,718 2,424,187 General and administrative 716,788 644,233 Marketing 540,035 711,907 Repairs, maintenance, and contract services 1,857,909 1,983,257 Utilities 853,515 1,106,263 Property insurance 247,249 263,553 Real estate taxes 1,407,744 1,881,304 ------------ ------------ 7,460,958 9,014,704 ------------ ------------ EXCESS OF REVENUES OVER SPECIFIC OPERATING EXPENSES $ 10,314,342 $ 13,418,473 ============ ============
The accompanying notes are an integral part of these statements. THE COMBINED OPERATIONS OF THE PROPERTIES OF FOGELMAN SECURED EQUITY LIMITED PARTNERSHIP NOTES TO THE STATEMENTS OF EXCESS OF REVENUES OVER SPECIFIC OPERATING EXPENSES FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1994 (UNAUDITED) AND FOR THE YEAR ENDED DECEMBER 31, 1993 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES Description of Properties Fogelman Secured Equity Limited Partnership ("FSELP") owns 3,343 apartment units throughout the eastern United States as follows:
Apartments Locations Units ---------------- ------------------------- ----- Steeplechase Charlotte, North Carolina 247 Landings Memphis, Tennessee 292 Champions Park Atlanta, Georgia 252 Champions Club Richmond, Virginia 212 Duraleigh Woods Raleigh, North Carolina 362 Sawmill Village Columbus, Ohio 340 Clary's Crossing Columbia, Maryland 198 Windridge Atlanta, Georgia 272 English Hills Charlotte, North Carolina 280 Hunters Chase Westlake, Ohio 244 Hickory Creek Richmond, Virginia 294 Bermuda Cove Jacksonville, Florida 350 ----- 3,343 =====
On July 29, 1994, Merry Land & Investment Company, Inc. ("Merry Land") entered into a definitive agreement to purchase these 12 apartment complexes for $160 million cash. The seller has also agreed to pay claims for defects identified by Merry Land during its due diligence investigations of the properties. These claims total $5.6 million, and Merry Land will receive credit at closing toward the purchase price. Rental Income Rents from leases are accounted for ratably over the term of each lease which is generally for a period of 12 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.
MERRY LAND & INVESTMENT COMPANY, INC. PRO FORMA STATEMENT OF INCOME FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1994 (Unaudited) (In thousands, except per share data) Prior 1994 Apartment Acquisitions Fogelman Acquisition ---------------------- -------------------- Combined Combined Interest Results of Results of and As Acquired Acquired Dividend Reported Properties Adjustments Properties Adjustments Adjustment Pro Forma -------- ---------- ----------- ---------- ----------- ---------- --------- increase (decrease) Income from property operations: Rental and mineral royalty revenue $73,223 $4,342 (a) $17,775 (a) $95,340 Rental expenses, property tax 27,248 1,887 (b) 23 (c) 7,460 (b) 45 (c) 36,663 and insurance Depreciation of real estate owned 12,483 708 (d) 3,240 (d) 16,431 ------- ------- ------- ------- ------- ------- ------- Operating income from properties 33,492 2,455 (731) 10,315 (3,285) 0 42,246 Other income: Other interest and dividend income 1,579 1,579 0 Other 0 ------- ------- ------- ------- ------- ------- ------- 1,579 0 0 0 0 1,579 0 Expenses: Interest 7,756 4,279 (f) 12,035 General and administrative 1,129 11 (e) 18 (e) 1,158 Other 746 746 Costs associated with refinancing 0 0 of debt ------- ------- ------- ------- ------- ------- ------- 9,631 0 11 0 18 4,279 13,939 Income before gains and income taxes 25,440 2,455 (742) 10,315 (3,303) (2,700) 28,307 Gains on sales of assets: Gains on sales of investments 254 254 Gains on sales of real estate 0 0 ------- ------- ------- ------- ------- ------- ------- 254 0 0 0 0 0 254 ------- ------- ------- ------- ------- ------- ------- Net income 25,694 $2,455 ($742) $10,315 ($3,303) ($2,700) $28,561 ======= ======= ======= ======= ======== ======== ======= Preferred dividend requirement 5,353 4,923 (g) ------- ------- Net income available for common shares $20,341 $23,638 ======= ======= Net income per common share $0.81 $0.81 (fully diluted) Weighted Average number of common shares outstanding 25,007 29,012 See notes and assumptions to unaudited pro forma statements of income.
MERRY LAND & INVESTMENT COMPANY, INC. Notes and Assumptions to Unaudited Pro Forma Income Statement (a) Represents adjustments to reflect a full period of rental income from the properties acquired during 1994, as appropriate for the period presented. (b) Represents adjustments to reflect a full period of operating expenses on properties acquired during 1994, as appropriate for the period presented. (c) Represents adjustments to reflect additional management costs on properties acquired during 1994, as appropriate for the period presented. (d) Represents adjustments to reflect a full period of depreciation on properties acquired during 1994, as appropriate for the period presented. (e) Represents adjustments to reflect the additional general and administrative expenses required by an increase in personnel and associated costs related to properties acquired during 1994, as appropriate for the period presented. (f) Represents adjustment to interest expense and other interest and dividend income resulting from the sale of the 6.625% senior notes, property acquisitions, payoff of other debt and the use of common and preferred stock offering proceeds, as appropriate for the period presented. (g) Represents the 7% dividend requirement on the preferred stock outstanding. NOTE: No pro forma balance sheet has been prepared. The Company financed the purchase of the $160 million property acquisition and the July 29, 1994 apartment acquisition ($12.5 million) through collection of the proceeds from the June 1994 stock offering ($76,760,000), July proceeds from the overallotment on the offering ($11,514,000), sales of securities and additional draws on the unsecured bank line. Giving effect to these transactions, pro forma balances as of September 30, 1994 are as follows (in 000's): Properties $747,328 Total assets $754,801 Total debt $225,851 Shareholders' equity $491,362 -----END PRIVACY-ENHANCED MESSAGE-----