-------------------------------- \ OMB APPROVAL \ \------------------------------\ \ OMB Number: 3235-0059 \ \ Expires: January 31, 2002 \ \ Estimated average burden \ \ hours per response....13.12 \ -------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A 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 RULE 14A-6(E)(2)) [X] Definitive Proxy Statement [_] Definitive Additional Materials [_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12 SECURITY LAND AND DEVELOPMENT CORPORATION - -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [x] No 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: ------------------------------------------------------------------------- (2) Aggregate number of securities to which transaction applies: ------------------------------------------------------------------------- (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): ------------------------------------------------------------------------- (4) Proposed maximum aggregate value of transaction: ------------------------------------------------------------------------- (5) Total fee paid: ------------------------------------------------------------------------- [_] 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: ------------------------------------------------------------------------- (2) Form, Schedule or Registration Statement No.: ------------------------------------------------------------------------- (3) Filing Party: ------------------------------------------------------------------------- (4) Date Filed: ------------------------------------------------------------------------- Notes: Reg. (S) 240.14a-101. SEC 1913 (3-99) SECURITY LAND & DEVELOPMENT CORPORATION 2816 WASHINGTON ROAD SUITE 103 AUGUSTA, GEORGIA 30909 ________________________________________________________________________________ NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MAY 3, 2001 ________________________________________________________________________________ Notice is hereby given that the Annual Meeting of the stockholders of Security Land & Development Corporation will be held at Sheraton Augusta Hotel, Bobby Jones Expressway and Wheeler Road, Augusta, Georgia, on Thursday, May 3, 2001, 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 3, 2001 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 CORPORATION Enclosed with this notice of the Annual Meeting of Shareholders to be held on Thursday, May 3, 2001 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. 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 1, 2001, a quorum for this meeting will be 2,629,946 shares. ________________________________________________________________________________ SHAREHOLDERS' PROPOSALS FOR ANNUAL MEETING TO BE HELD IN 2002 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 2002 must send their proposals to Security Land & Development Corporation, 2816 Washington Road, Suite 103, Augusta, Georgia 30909, no later than November 30, 2001. 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, 2000. 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 SECURITY LAND & DEVELOPMENT CORPORATION ______________________________________________________________________________ PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MAY 3, 2001 ______________________________________________________________________________ DATE OF FIRST MAILING TO STOCKHOLDERS: APRIL 3, 2001 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 May 3, 2001. 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 3, 2001 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 5,259,892 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. 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 Cherry, Bekaert & Holland, C.P.A., as Auditor for the Company for the fiscal year ending September 30, 2001, 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 seven (7) members. Since then, one of the directors, Mr. E. R. Murphey, who had served the company for many years as a director, passed away, leaving a total of six (6) directors. 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 seven (7) 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 Corporation. For the 12 month period starting February 1, 2000 and ending February 1, 2001, the Board of Directors held three (3) meetings. Most, but not all, of the nominees were present at every meeting. Security Land & Development Corporation does not have a standing audit, nominating or compensation committee or any other committee performing such functions. STOCK TRANSACTIONS BY NOMINEES WITHIN LAST TWO YEARS 12/29/99 T. Greenlee Flanagin transferred 38,460 shares to T. Greenlee Flanagin, Jr. PRESENT DIRECTORS & AMOUNT OF SHARES PERCENT OF OFFICERS AS A GROUP BENEFICIALLY OWNED OWNERSHIP ____________________________________________________________________________ 6 2,000,873 38% 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 February 1, 2001, shares as follows: W. Stewart Flanagin, Jr.-- 463,052 shares 8.8% 1117 Glenn Avenue Augusta, Georgia 30904 Thomas Greenlee Flanagin-- 679,847 shares 12.9% 3326 Wheeler Road Augusta, Georgia 30909 Robert Monroe Flanagin- 499,083 shares 9.5% 3052 Skinner Mill Road Augusta, Georgia 30909 Anne Flanagin Smith- 387,541 shares 7.4% 4688 Great Falls Highway Great Falls, South Carolina 29055 The Flanagin Family group owns a total of approximately 42.7% of all shares of stock issued and outstanding. This 42.7% includes 79,585 shares (1.5%) owned by the estate of the late Dr. W. S. Flanagin, Sr., 135,366 shares (2.6%) owned by Thomas Greenlee Flanagin, Jr., and 3,429 shares owned by Harriette Robinson 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 Chief Executive Officer of the Corporation received or accrued compensation during the fiscal year ending September 30, 2000 in the sum of $33,426 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, 2000 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, 2000 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. During 2000 the Company acquired the remaining one-third interest in land from an entity in which John C. Bell, Jr., a Director and security-holder, was a 50% owner. In this transaction the Company acquired the remaining one-third interest in 6.92 acres of land in Evans, Georgia on North Belair Road Extension at Washington Road. The purchase price of the land $522,846. In a separate transaction from above, the Company acquired from the following individuals, who were equal owners in the property, approximately 4.0 acres of land in Evans on North Belair Road Extension at Washington Road. The purchase price of the land was $371,970. W. Stewart Flanagin, Jr. Director and security holder T. Greenlee Flanagin President, Director and security holder Robert M. Flanagin Director and security holder Anne Flanagin Smith Security Holder Virginia Wilson Flanagin Immediate family member of Director and security holder Tate McKenzie Flanagin Immediate family member of Director and security holder W. Stewart Flanagin, III Immediate family member of Director and security holder John Lawrence Smith Immediate family member of security holder Chesley Stewart Smith Immediate family member of Director and security holder Harriette Robinson Flanagin Immediate family member of Director and security holder T. Greenlee Flanagin, Jr. Immediate family member of Director security holder The Company purchased insurance from A.H.S. & Associates, with which M. David Alalof, Director and security holder, 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, 2000 were in the amount of $3,515. 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, 2001. 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. 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 not have an audit or similar committee. 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. The names of the seven 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 February 1, 2001, are set forth in the following table: NOMINEES Names Principal Present Office Occupation Served as (Age) For Preceding Director 5 Year Period since - ----------------------------------------------------------------------------- W. Stewart Flanagin, Jr. Pharmacist & 1983 (Chairman) Owner, Hill Drug Co. Age-53 T. Greenlee Flanagin Licensed Realtor 1983 (President) Age-5 M. David Alalof President, A.H.S. & Associates 1977 (Vice-President) Age-58 Robert M. Flanagin Licensed Realtor 1987 (Director) Age-43 John C. Bell, Jr. Attorney-at-Law 1983 (Director) Age-52 Gregory B. Scurlock Senior Vice-President, 1983 (Secretary-Treasurer) First Union National Bank Age-52 of Georgia FOR ELECTION Term Expires Shares Common Stock Owned Beneficially as of 2/1/01 - ----------------------------------------------------- Annual Meeting 463,052 Shares 8.8% Scheduled May 3, 2001 Annual Meeting 679,847 Shares 12.9% Scheduled May 3, 2001 Annual Meeting 27,526 Shares --- Scheduled May 3, 2001 Annual Meeting 499,083 Shares 9.5% Scheduled May 3, 2001 Annual Meeting 330,865 Shares 6% Scheduled May 3, 2001 Annual Meeting 500 Shares -- Scheduled May 3, 2001 PROXY SECURITY LAND & DEVELOPMENT CORPORATION PROXY FOR REGULAR ANNUAL MEETING OF SHAREHOLDERS, MAY 3, 2001. 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 and Wheeler Road, Augusta, Georgia, on Thursday, May 3, 2001, 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 Cherry, Bekaert & Holland, C.P.A. as auditor for Security Land & Development Corporation. 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 Signature ______________________________Date________ Shareholders (if signing as attorney, administrator, executor, guardian, or trustee, add your title to the signature)