UNITED STATES | |||
SECURITIES AND EXCHANGE COMMISSION | |||
Washington, D.C. 20549 | |||
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SCHEDULE 14A | |||
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Proxy Statement Pursuant to Section 14(a) of | |||
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Filed by the Registrant ý | |||
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Filed by a Party other than the Registrant o | |||
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Check the appropriate box: | |||
o | Preliminary Proxy Statement | ||
o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | ||
ý | Definitive Proxy Statement | ||
o | Definitive Additional Materials | ||
o | Soliciting Material Pursuant to §240.14a-12 | ||
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Security Land & Development Corp. | |||
(Name of Registrant as Specified In Its Charter) | |||
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant) | |||
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Payment of Filing Fee (Check the appropriate box): | |||
ý | No fee required. | ||
o | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | ||
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o | Fee paid previously with preliminary materials. | ||
o | 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. | ||
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| Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | |
SECURITY LAND & DEVELOPMENT CORP.
2816 WASHINGTON ROAD SUITE 103
AUGUSTA, GEORGIA 30909
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD May 19, 2005
Notice is hereby given that the Annual Meeting of the stockholders of Security Land & Development Corp. will be held at the Augusta Suites Inn, 3038 Washington Road, Augusta, Georgia 30907, on Thursday, May 19, 2005, at 10:00 A.M., Augusta, Georgia time, for the purpose of considering and acting on the following matters:
1. Setting the number of the Board of Directors at six (6) members.
2. The election of six (6) Directors.
3. The election of an auditor for the company.
4. 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 April 19, 2005 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.
IMPORTANT NOTICE FROM SECURITY LAND & DEVELOPMENT CORP.
Enclosed with this notice of the Annual Meeting of Shareholders to be held on Thursday, May 19, 2005 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. The Company also requests that each shareholder send their Social Security Number to be included in shareholder records for identification purposes.
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 February 21, 2005, a quorum for this meeting will be 2,623,554 shares.
SHAREHOLDERS’ PROPOSALS FOR ANNUAL
MEETING TO BE HELD IN 2006
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 2006 must send their proposals to Security Land & Development Corp., 2816 Washington Road, Suite 103, Augusta, Georgia 30909, no later than November 30, 2005. 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 CORP. 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, 2004.
ALL SUCH WRITTEN REQUESTS SHOULD BE DIRECTED TO:
T. GREENLEE FLANAGIN
PRESIDENT
SECURITY LAND & DEVELOPMENT CORP.
2816 WASHINGTON ROAD SUITE 103
AUGUSTA, GEORGIA 30909
| By Order of the Board of Directors | |
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| /s/ Gregory B. Scurlock |
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| Secretary and Treasurer |
SECURITY LAND & DEVELOPMENT CORP.
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 19, 2005
DATE OF FIRST MAILING TO STOCKHOLDERS: APRIL 19, 2005
The accompanying proxy is solicited on behalf of the Board of Directors of Security Land & Development Corp. in connection with the Annual Meeting of Stockholders to be held May 19, 2005. 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 April 19, 2005 are entitled to vote at the Annual Meeting or any adjournment thereof. As of this date, the outstanding voting stock of Security Land & Development Corp. was 5,247,107 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 Corp., including the expenses in connection with preparing, assembling and mailing this statement. As in the past, Security Land & Development Corp. 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.
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 six (6) members; FOR the election of the following nominees as directors; T. Greenlee Flanagin, W. Stewart Flanagin, Jr., M. David Alalof, Robert M. Flanagin, Gregory B. Scurlock, John C. Bell, Jr.; FOR the approval of Elliott Davis, LLC, as Auditor for the Company for the fiscal year ending September 30, 2005, 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 six (6) members. Unless otherwise instructed, persons under proxy will vote FOR setting the number of directors at six (6).
In the event that a majority of the shares present and voting approve setting the number of directors at six (6), it will be so set. If less than a majority so approve, then the number of directors will remain at six (6) 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 six (6), 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 six (6), then the persons acting under the proxy will vote such of the six (6) 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.
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 Corp.
For the 13 month period starting February 1, 2004 and ending February 28, 2005, the
Board of Directors held three (3) meetings. Most, but not all, of the nominees were present at every meeting.
Security Land & Development Corp. has a standing audit committee which met twice during the past year. The Company does not have a standing nominating or compensation committee or any other committee performing such functions.
The Board of Directors has not established a formal written Audit Charter.
For the fiscal year ended September 30, 2004, the Board of Directors of the Company (1) reviewed and discussed the Company’s audited financial statements with management (2) received from the Company’s independent auditor, Elliott Davis, LLC disclosures of all matters required to be disclosed to the Board of Directors under Statement on Auditing Standards No. 61, and (3) received from Elliott Davis, LLC disclosures regarding Elliott Davis, LLC’s independence as required by Independence Standards Board Standard No. 1. A representative of the Board of Directors has discussed with Elliott Davis, LLC their independence. No recommendation has been made by the Audit Committee to the Board of Directors regarding the inclusion of the Company’s annual audited financial statements in the Company’s Annual Report on Form 10-KSB for the fiscal year-ended September 30, 2005.
The names of the six nominees, their principal occupations, the periods during which they have served as directors and their beneficial ownership of equity securities of Security Land & Development Corp. as of February 21, 2005, are set forth in the following table:
NOMINEES FOR ELECTION
Names, present office, |
| Principal Occupation |
| Served as |
| Term Expires |
| Shares Common Stock |
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W. Stewart Flanagin, Jr. |
| Pharmacist |
| 1983 |
| Annual Meeting |
| 482,948 Shares |
| 9.2 | % |
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T. Greenlee Flanagin |
| Licensed Realtor |
| 1983 |
| Annual Meeting |
| 544,743 Shares |
| 10.4 | % |
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John C. Bell, Jr. |
| Attorney-at-Law |
| 1983 |
| Annual Meeting |
| 330,865 Shares |
| 6.3 | % |
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Gregory B. Scurlock |
| Former Senior Vice- |
| 1983 |
| Annual Meeting |
| 500 Shares |
| 0.1 | % |
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M. David Alalof |
| President, A.H.S. & |
| 1977 |
| Annual Meeting |
| 27,526 Shares |
| 0.5 | % |
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Robert M. Flanagin |
| Licensed Realtor |
| 1983 |
| Annual Meeting |
| 518,980 Shares |
| 9.9 | % |
STOCK TRANSACTIONS BY NOMINEES WITHIN LAST TWO YEARS
05/06/03 |
| The estate of W. S. Flanagin, Sr. transferred 14,896 shares to W. Stewart Flanagin, Jr.; 14,896 shares to T. Greenlee Flanagin; and 14,897 shares to Robert M. Flanagin. |
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02/12/04 |
| The estate of W. S. Flanagin, Sr. transferred 5,000 shares to W. Stewart Flanagin, Jr.; 5,000 shares to T. Greenlee Flanagin; and 5,000 shares to Robert M. Flanagin. |
PRESENT DIRECTORS & |
| AMOUNT OF SHARES |
| PERCENT OF |
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6 |
| 1,905,562 |
| 36.4 | % |
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 Flanagin’s own as February 1, 2005, shares as follows:
W. Stewart Flanagin, Jr.— |
| 482,948 shares |
| 9.2 | % |
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Thomas Greenlee Flanagin— |
| 544,743 shares |
| 10.4 | % |
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Robert Monroe Flanagin– |
| 518,980 shares |
| 9.9 | % |
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Anne Flanagin Smith– |
| 407,437 shares |
| 7.8 | % |
The Flanagin Family group owns a total of approximately 43% of all shares of stock issued and outstanding. This 43% includes 290,366 shares (5.5%) owned by Thomas Greenlee Flanagin, Jr., and 3,429 shares owned by Harriette Robinson Flanagin. Of the 544,743 shares registered to Thomas Greenlee Flanagin, 292,959 shares are registered in the name of T. Greenlee Flanagin, custodian for Robert Clayton Flanagin, minor.
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 Chief Executive Officer of the Corporation received or accrued compensation during the fiscal year ending September 30, 2004 in the sum of $34,032 and the Chairman of the Board received or accrued compensation in the sum of $3,600. Each Director of the Corporation receives compensation of $100 per Director’s meeting attended for services performed as a Director.
There were no annuity, pension or retirement benefits paid during the fiscal year ending September 30, 2004 and none are proposed to be paid to any Officer or Director of Security Land & Development Corp.
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 Corp. or its subsidiaries during the fiscal year ending September 30, 2004 and none have been granted to date.
INTEREST OF MANAGEMENT AND OTHERS
IN CERTAIN TRANSACTIONS
In the ordinary course of business, the Company may enter into transactions with Directors, officers, security holders, or their immediate family members. The Company paid $31,827 during the fiscal year ending September 30,2004 to a real estate brokerage firm as sales and rental commissions. A director of the company is associated with the real estate brokerage firm and was the sales and rental agent in these transactions.
A Director was paid a compensation of $600. for assistance in a real estate transaction.
The Company purchased insurance from A.H.S. & Associates, an insurance concern with which a Director is affiliated. The Board of Directors believe that the insurance prices were not in excess of prices that would have been paid had the Company obtained this insurance from other sources.
In 2004, the Company sold its interest in an investment property located at 4269 Washington Road. A Director owned 15.8% of this property with the Company.
Two Directors advanced cash to the Company for the payment of estimated income taxes. The Company has not executed an agreement for repayment of the advances which are considered payable on demand. The Company expects to pay interest on the advances
at a rate materially consistent with market rates.
RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has selected the firm of Elliott Davis LLC, P. O.Box 2278, Augusta, Georgia 30903, to serve as independent public accountants for the Corporation for the fiscal year ending September 30, 2005. 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 Elliott Davis, LLC as C.P.A., unless otherwise indicated on any proxy so received.
The firm of Elliott Davis, LLC does not presently have nor has not in the past had any direct or indirect financial or material interest in Security Land & Development Corp. or any of said Corporation’s subsidiaries. The firm of Elliott Davis, LLC does not presently have nor had not in the past had any direct interest in Security Land & Development Corp. or any of said Corporation’s subsidiaries in capacity of promoter, underwriter, voting trustee, director, officer, or employee. Representatives of Elliott Davis, LLC 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.
Fees billed or to be billed to the Company by Elliott Davis, LLC for the Company’s fiscal year end September 30, 2004 are as follows:
Audit Fees. The aggregate audit fees billed or to be billed to the Company by Elliott Davis, LLC for professional services rendered for the audit of the Company’s annual financial statements for the fiscal year ended September 30, 2004 totaled $10,200.
Financial Information Systems Designed and Implementation Fees. Elliott Davis, LLC provided no professional services to the Company regarding financial information systems design and implementation during the Company’s fiscal year ended September 30, 2004.
All Other Fees. The aggregate fees billed or to be billed to the Company by Elliott Davis, LLC for the fiscal year ended September 30, 2004 for all services rendered to the Company, including tax related services, but excluding audit fees and information systems and design and implementation fees, totaled $1,200.
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.
PROXY
SECURITY LAND & DEVELOPMENT CORP.
PROXY FOR REGULAR ANNUAL MEETING OF SHAREHOLDERS, MAY 19, 2005. 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 M. David Alalof 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 Augusta Suites Inn, 3038 Washington Road, Augusta, Georgia, on Thursday, MAY 19, 2005, 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 < > setting the number of members of the Board of Directors at six (6).
2. 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; JOHN C. BELL, JR.; GREGORY B. SCURLOCK; ROBERT M. FLANAGIN.
3. FOR < > or AGAINST < > the appointment of Elliott Davis, LLC as auditor for Security Land & Development Corp.
4. 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
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Social Security Number |