SC TO-I/A

As filed with the Securities and Exchange Commission on April 12, 2017

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 3

to

SCHEDULE TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934

SECURITY LAND & DEVELOPMENT CORPORATION

(Name of Subject Company (issuer))

SECURITY LAND & DEVELOPMENT CORPORATION

(Names of Filing Persons (offeror and issuer))

T. Greenlee Flanagin

Robert Flanagin

W. Stewart Flanagin, Jr.

Ann Flanagin Smith

Harriette Flanagin    

T. Greenlee Flanagin, Jr.

R. Clayton Flanagin

(Names of Additional Filing Persons for Schedule 13E-3)

Common Stock, Par Value $0.10 per share

(Title of Class of Securities)

814348108

(CUSIP Number of Class of Securities)

T. Greenlee Flanagin

President

2816 Washington Road, #103,

Augusta, GA 30909

(706) 736-6334

(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing person)

Copies to:

Mark S. Burgreen, Esq.
Hull Barrett, PC
801 Broad Street, 7^th Floor
Augusta, GA 30901

Tel: (706) 722-4481

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee**
$3,157,809	$365.99***

* The transaction value is estimated only for purposes of calculating the filing fee. This amount is based on the offer to purchase not more than in aggregate up to 2,526,247 shares of common stock, par value $0.01 per share, at the tender offer price of $1.25 per share.

** The Filing Fee is calculated in accordance with Rule 0-11(b) of the Securities Exchange Act of 1934, as amended, and equals $115.90 for each $1,000,000 of the value of the transaction.

*** Previously paid.

¨ Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee
was previously paid. Identify persons filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: Not Applicable

Form or Registration No.: Not Applicable

Filing Party: Not Applicable

Date Filed: Not Applicable

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

¨  third-party tender offer subject to Rule 14d-1.

x  issuer tender offer subject to Rule 13e-4.
xgoing-private transaction subject to Rule 13e-3.

¨amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

¨  Rule 13e4(i) (Cross-Border Issuer Tender Offer)

¨Rule 14d-1(d) (Cross-Border Third Party Tender Offer)

This Amendment No. 3 to the Tender Offer Statement on Schedule TO amends and supplements the Schedule TO originally filed with the Securities and Exchange Commission (“SEC”) on February 8, 2017, as amended by Amendment No. 1 filed with the SEC on March 16, 2017 and as amended by Amendment No. 2 filed with the SEC on March 20, 2017,in connection with the offer by Security Land & Development Corporation, a Georgia corporation ("Security Land" or the "Company")  to purchase up to 2,526,247 shares of its common stock, par value $0.10 per share, at a purchase price of $1.25 per share, net to the seller in cash, less any applicable withholding taxes and without interest (the "Offer"). This Amendment No. 3 to Schedule TO also is intended to satisfy the reporting requirements of Rule 13e4(c)(2) of the Securities Exchange Act of 1934, as amended, and amend the Schedule TO with respect thereto.

Security Land confirmed that AB Value Partners, LP and AB Opportunity Fund, LLC filed a Schedule TO on April 7, 2017 commencing an unsolicited tender offer to acquire all of the outstanding shares of Security Land’s common stock at a price of $1.57 per share (the “AB Offer”).  Security Land’s Board of Directors will review the AB Offer and intends to advise stockholders of the Company’s formal position regarding the AB Offer within ten business days by making available to stockholders and filing with the Securities and Exchange Commission a solicitation/recommendation statement on Schedule 14D-9.

The Company and the other Filing Persons intend to re-assess the Company’s Offer in light of the competing offer and their opinion on the fairness of the Offer during the period of extension.  

The Company’s Offer to purchase common shares was previously scheduled to expire at 5:00 p.m., Augusta, Georgia time, on April 12, 2017. As of 5:00 p.m. Eastern time on April 11, 2017, 1,055,776 common shares have been tendered and not withdrawn.

The information contained in the Amended Offer to Purchase and the accompanying Letter of Transmittal, copies of which were attached to the Schedule TO as Exhibits (a)(7) and (a)(3), respectively, which, except as previously amended or supplemented or as amended and supplemented hereby, is incorporated herein by reference in response to all of the items of this Schedule TO as more particularly described below.

The Offer to Purchase and the Schedule TO, to the extent Item 1 through Item 9, Item 11 and Item 13 incorporate by reference the information contained in the Offer to Purchase are hereby amended and supplemented as set forth below.

1. Adding a new paragraph as the first paragraph on the cover page of the Amended Offer to Purchase and as the second paragraph of the section as amended titled “Summary Term Sheet” of the Offer to Purchase to read as follows:

“The Offer was scheduled to expire at 5:00 PM, Augusta, Georgia Time on April 12, 2017. The Expiration Date of the Offer is extended until 5:00 P.M., Augusta, Georgia Time, on May 3, 2017, unless further extended or terminated.”

2. Amending the first sentence of the second paragraph of Section 6 of the Amended Offer to Purchase to read as follows:

“The term "Expiration Date" means 5:00 p.m., Augusta, Georgia time, on May 3, 2017.”

3.  All other references in the Amended Offer to Purchase to “April 12, 2017” shall be amended to be “May 3, 2017”, such that the expiration of the Offer and the deadline to withdraw tendered shares shall be May 3, 2017.

Item 12. Exhibits.

(a)(1)**	Form of Offer to Purchase, dated February 7, 2017.
(a)(2)**	Form of Letter to Stockholders of T. Greenlee Flanagin, President and Chief Executive Officer, dated February 7, 2017.
(a)(3)**	Form of Letter of Transmittal, together with IRS Form W9.

(a)(4)**	Form of Notice of Guaranteed Delivery.
(a)(5)**	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated February 7, 2017
(a)(6)**	Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees to their Clients.
(a)(7)**	Form of Amended Offer to Purchase dated March 15, 2017.
(a)(8)**	Form of Letter to Stockholders of T. Greenlee Flanagin, President and Chief Executive Officer, dated March 15, 2017.
(a)(9)**	Press Release Announcing Extension of Offer dated March 15, 2017
(a)(10)*	Press Release Announcing Extension of Offer dated April 12, 2017
(b)**	Business Loan Agreement dated November 29, 2016 between the Company and State Bank and Trust.
(d)	Not applicable.
(g)	Not applicable.
(h)	Not applicable.

* Filed herewith

** Previously filed.

SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: April 12, 2017

Security Land & Development Corporation

By:    /s/ T. Greenlee Flanagin

Name: T. Greenlee Flanagin

Title: President and Chief Executive Officer

By:   /s/ Robert Flanagin

Name: Robert Flanagin

By:   /s/ W. Stewart Flanagin, Jr.

Name: W. Stewart Flanagin, Jr.

By:   /s/ Ann Flanagin Smith

Name: Ann Flanagin Smith

By:   /s/ Harriette Flanagin

Name: Harriette Flanagin

By:   /s/ T. Greenlee Flanagin, Jr.

Name: T. Greenlee Flanagin, Jr.

By:   /s/ R. Clayton Flanagin

Name: R. Clayton Flanagin

EX-99

NEWS RELEASE

T. Greenlee Flanagin

President

(706) 736-6334

SECURITY LAND & DEVELOPMENT CORPORATION ANNOUNCES EXTENSION OF

 TENDER OFFER TO REPURCHASE UP TO 2,526,247 OF ITS COMMON

 SHARES AT A PRICE OF $1.25 PER SHARE

Augusta, Georgia (April 12, 2017) – Security Land & Development Corporation announced today that it has extended its previously announced tender offer to purchase up to 2,526,247 of its common shares at a price of $1.25 per share (the “Company’s Offer”) until 5:00 p.m., Augusta, Georgia time, on Wednesday, May 3, 2017, unless further extended or terminated by Security Land.

Security Land confirmed that AB Value Partners, LP and AB Opportunity Fund, LLC commenced on April 7, 2017 an unsolicited tender offer to acquire all of the outstanding shares of Security Land common stock at a price of $1.57 per share (the “AB Offer”).  Security Land’s Board of Directors will review the AB Offer and will re-assess the Company’s Offer in light of the competing offer. The Board intends to advise stockholders of the Company’s formal position regarding the AB Offer within ten business days by making available to stockholders and filing with the Securities and Exchange Commission a solicitation/recommendation statement on Schedule 14D-9. If the Board decides to amend the Company Offer, Security Land will advise stockholders of any such amendments by making available to stockholders and filing with the Securities and Exchange Commission an amendment to its Schedule TO. Security Land’s stockholders are advised to take no action at this time pending the review of the tender offers by the Company’s Board.

The Company’s Offer to purchase common shares was previously scheduled to expire at 5:00 p.m., Augusta, Georgia time, on April 12, 2017. As of 5:00 p.m. Eastern time on April 11, 2017, 1,055,776 common shares have been tendered and not withdrawn. Tenders of shares in response to the Company’s Offer must be made on or prior to the expiration of the Offer and may be withdrawn at any time on or prior to the expiration of the Offer.  Holders of common shares who have already tendered their shares do not have to re­tender their securities or take any other action as a result of the extension of the expiration date of the Offer.

Complete terms and conditions of the Company’s Offer are set forth in the Offer to Purchase, Letter of Transmittal and other related materials that were filed as exhibits to the Tender Offer Statement on Schedule TO filed by Security Land & Development Corporation with the Securities and Exchange Commission (the “SEC”) on February 8, 2017, as amended and supplemented by Amendment No. 1 to such Schedule TO filed with the SEC on March 15, 2017. Holders of common shares wishing to participate in the tender offer should follow the procedures set forth in the Company’s offer to purchase dated February 7, 2017 as amended by the Amended Offer to Purchase dated March 15, 2017 (the “Offer to Purchase”) and the related Letter of Transmittal.

For questions and information, please call T. Greenlee Flanagin at (706)736-6334.

Additional Information

This press release is provided for informational purposes only and does not constitute an offer to purchase or the solicitation of an offer to sell any common shares of Security Land & Development Corporation (“Security Land” or the “Company”). The tender offer is being made only pursuant to the offer to purchase, letter of transmittal, and related materials, as amended and supplemented, pursuant to a tender offer statement on Schedule TO and Schedule 13E­-3, as amended or supplemented, as filed with the SEC and forming a part thereof. Investors and shareholders should read those filings carefully as they contain important information about the tender offer. Those documents as well as Security Land’s other public filings with the SEC may be obtained without charge at the SEC’s website at www.sec.gov . The website address of the SEC is included in this press release for reference only. The information contained on this website is not incorporated by reference in this press release and should not be considered to be a part of this press release. The Company’s Offer to purchase and related materials may also be obtained without charge by contacting T. Greenlee Flanagin, the President, at (706) 736-6334 if you have any questions or request assistance.

All statements contained in this press release, other than statements of historical fact, are forward­looking statements including those regarding the expected timing of the tender offer described in this press release. These statements speak only as of the date of this press release and are based on our current plans and expectations and involve risks and uncertainties that could cause actual future events or results to be different from those described in or implied by such forward­looking statements, including risks and uncertainties regarding: changes in financial markets; changes in economic, political or regulatory conditions or other trends affecting the healthcare industry; and changes in facts and circumstances and other uncertainties concerning the completion of the tender offer. Further information about these matters can be found in our Securities and Exchange Commission filings. Except as required by applicable law or regulation, we do not undertake any obligation to update our forward­looking statements to reflect future events or circumstances.