SCHEDULE 14A TEMPLATE =============================================================================== -------------------------------- \ OMB APPROVAL \ \------------------------------\ \ \ OMB Number: 3235-0059 \ DELETE IF NOT REQUIRED ------------------- \ Expires: December 31, 1997 \ / \ Estimated average burden \ \ hours per response......89 \ --------------------------------UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )Filed by the Registrant
[_]xFiled 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 Section 240.14a-11(c) or Section 240.14a-12
¨ 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 Rule 14a-11(c) or Rule 14a-12 Security Land
and& Development- -------------------------------------------------------------------------------- (NameCorp.(Name of Registrant as
Specified Inspecified in Its Charter)- -------------------------------------------------------------------------------- (Name(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:
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: SECURITY LAND & DEVELOPMENT
CORPORATIONCORP.2816 WASHINGTON ROAD SUITE 103
AUGUSTA, GEORGIA 30909
________________________________________________________________________________NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD
MARCH 2, 1999 ________________________________________________________________________________APRIL 17, 2003Notice is hereby given that the Annual Meeting of the stockholders of Security Land & Development
CorporationCorp. will be held at theSheraton Augusta Hotel, Bobby Jones Expressway and WheelerRadisson Suites Inn, 3038 Washington Road, Augusta, Georgia, onTuesday, March 2, 1999,Thursday, April 17, 2003, 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
seven (7)six (6) members.2. The election of
seven (7)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
February 2, 1999March 17, 2003 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
CORPORATIONCORP.Enclosed with this notice of the Annual Meeting of Shareholders to be held on
Tuesday, March 2, 1999Thursday, April 17, 2003 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
December 10, 1998,February 1, 2003, a quorum for this meeting will be2,618,8042,623,554 shares.________________________________________________________________________________ SHAREHOLDERS'SHAREHOLDERS’ PROPOSALS FOR ANNUAL
MEETING TO BE HELD IN
20002004Shareholders who have a legitimate item of business that they wish to be taken up at the
Corporation'sCorporation’s Annual Stockholders Meeting to be held in the year20002004 must send their proposals to Security Land & DevelopmentCorporation,Corp., 2816 Washington Road, Suite 103, Augusta, Georgia 30909, no later than November 30,1999.2003. 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
CORPORATIONCORP. WILL PROVIDE WITHOUT CHARGE BY WRITTEN REQUEST, A COPY OF THECORPORATION'SCORPORATION’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 THISCORPORATION'SCORPORATION’S FISCAL YEAR ENDED SEPTEMBER 30,1998.2002.ALL SUCH WRITTEN REQUESTS SHOULD BE DIRECTED TO:
T. GREENLEE FLANAGIN
PRESIDENT
SECURITY LAND & DEVELOPMENT
CORPORATIONCORP.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 ________________________________________________________________________________CORP.PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD
MARCH 2, 1999 ________________________________________________________________________________APRIL 17, 2003DATE OF FIRST MAILING TO STOCKHOLDERS:
FEBRUARY 2, 1999MARCH 17, 2003The accompanying proxy is solicited on behalf of the Board of Directors of Security Land & Development
CorporationCorp. in connection with the Annual Meeting of Stockholders to beheld March 2, 1999.heldApril 17, 2003. 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
February 2, 1999March 17, 2003 are entitled to vote at the Annual Meeting or any adjournment thereof. As of this date, the outstanding voting stock of Security Land & DevelopmentCorporationCorp. was5,237,6075,247,107 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
Corporation,Corp., including the expenses in connection with preparing, assembling and mailing this statement. As in the past, Security Land & DevelopmentCorporationCorp. 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
seven (7)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,E. R. Murphey,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 30,1999,2003, 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'Stockholders’ Meeting, a resolution was passed setting the number of directors of the Corporation atseven (7)six (6) members. Unless otherwise instructed, persons under proxy will vote FOR setting the number of directors atseven (7)six (6).In the event that a majority of the shares present and voting approve setting the number of directors at
seven (7)six (6), it will be so set. If less than a majority so approve, then the number of directors will remain atseven (7)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 thenseven (7)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 thanseven (7)six (6), then the persons acting under the proxy will vote such of theseven (7)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"“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.Corp.For the
1213 month period startingDecember 15, 1997January 1, 2002 and endingDecember 7, 1998,February 1, 2003, the Board of Directors heldtwo (2) meetings.one (1) meeting. All but one of the nominees werenotpresent ateverythis meeting.Security Land & Development
CorporationCorp. does not have a standing audit, 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, 2002, 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, Cherry, Bekaert & Holland, disclosures of all matters required to be disclosed to the Board of Directors under Statement on Auditing Standards No. 61, and (3) received from Cherry, Bekaert & Holland, disclosures regarding Cherry, Bekaert & Holland’s independence as required by Independence Standards Board Standard No. 1. A representative of the Board of Directors has discussed with Cherry, Bekaert & Holland their independence. As the Company’s Board of Directors functions as the Company’s Audit Committee, 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 30,2002.
The names of the
sevensix nominees, their principal occupations, the periods during which they have served as directors and their beneficial ownership ofCorporation as of December 7, 1998, are set forth in the NOMINEES Names Principal Present Office Occupation (Age) For Preceding 5 Year Period - --------------------------------------------------------- W. Stewart Flanagin, Jr. Pharmacist & (Chairman) Owner, Hill Drug Co. Age-50 T. Greenlee Flanagin Licensed Realtor (President) Age-49 M. David Alalof President, A.H.S. & Associates (Vice-President) Age-56 E. R. Murphey Retired Homebuilder (Asst. Sec.-Treas.) Age-80 Robert M. Flanagin Licensed Realtor (Director) Age-41 John C. Bell, Jr. Attorney-at-Law (Director) Age-50 Gregory B. Scurlock Senior Vice-President, (Secretary-Treasurer) First Union National Bank Age-50 of Georgiaoccupations, the periods during which they haveequity securities of Security Land & Development Corp. as of February 1, 2003, are set forth in the following table:NOMINEES FOR ELECTION
FOR ELECTIONNames, present office,
Age
Principal Occupation
For preceding 5 year
Period
Served as
Director
Since
Term Expires
Shares Common
DirectorStock OwnedsinceBeneficially as of12/10/98 - ---------------------------------------------------------------------02/01/03 W. Stewart Flanagin, Jr.
Pharmacist
1983
Annual Meeting
463,052 Shares 8.8%
(Chairman)
Owner, Hill Drug Co.
Scheduled
March 2, 1999Age– 54
April 17, 2003
T. Greenlee Flanagin
Licensed Realtor
1983
Annual Meeting
781,205524,847 Shares
14.9%10%(President)
Scheduled
March 2, 1999 1977Age– 53
April 17, 2003
John C. Bell, Jr.
Attorney-at-Law
1983
Annual Meeting
330,865 Shares 6%
(Vice-President)
Scheduled
Age– 54
April 17, 2003
Gregory B. Scurlock
Senior Vice-President,
1983
Annual Meeting
500 Shares —
(Secretary-Treasurer)
First Union National Bank
Scheduled
Age– 54
Of Georgia
April 17, 2003
M. David Alalof
President, A.H.S. &
1977
Annual Meeting
27,526 Shares
---—(Director)
Associates
Scheduled
March 2, 1999 1980Age– 60
April 17, 2003
Robert M. Flanagin
Licensed Realtor
1983
Annual Meeting
50,000 Shares --- Scheduled March 2, 1999 1987 Annual Meeting499,083 Shares 9.5%
(Director)
Scheduled
March 2, 1999 1983 Annual Meeting 303,865 Shares 6% Scheduled March 2, 1999 1983 Annual Meeting 500 Shares --- Scheduled March 2, 1999Age– 45
April 17, 2003
STOCK TRANSACTIONS BY NOMINEES WITHIN LAST TWO YEARS
9/9/97 W. Stewart Flanagin, Jr. purchased 2,000 shares of stock. PRESENT DIRECTORS & AMOUNT OF SHARES PERCENT OF OFFICERS AS A GROUP BENEFICIALLY OWNED OWNERSHIP - -------------------------------------------------------------------------------- 7 2,125,231 41%
12/17/01
T. Greenlee Flanagin transferred 75,000 shares to Thomas Greenlee Flanagin, Jr. and 75,000 shares to T. Greenlee Flanagin, custodian for Robert Clayton Flanagin, minor.
12/31/02
T. Greenlee Flanagin transferred 80,000 shares to Harriette Flanagin; 40,000 shares to Thomas Greenlee Flanagin, Jr.; and 40,000 shares to T. Greenlee Flanagin, custodian for Robert Clayton Flanagin, minor.
12/31/02
Harriette Flanagin transferred 40,000 shares to Thomas Greenlee Flanagin, Jr. and 40,000 shares to T. Greenlee Flanagin, custodian for Robert Clayton Flanagin, minor.
PRESENT DIRECTORS &
OFFICERS AS A GROUP
AMOUNT OF SHARES BENEFICIALLY OWNED
PERCENT OF OWNERSHIP
6
1,845,873
35%
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
FlanaginsFlanagin’s own asDecember 7, 1998,of February 1, 2003, shares as follows:W. Stewart Flanagin, Jr.-- 463,052 shares 8.8% 1117 Glenn Avenue Augusta, Georgia 30904 Thomas Greenlee Flanagin-- 781,205 shares 14.9% 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% Rt. 1, Box 106 Great Falls, South Carolina 29055
W. Stewart Flanagin, Jr.—
1117 Glenn Avenue
Augusta, Georgia 30904
463,052 shares
8.8
%
Thomas Greenlee Flanagin—
524,847 shares
10
%
3326 Wheeler Road
Augusta, Georgia 30909
Robert Monroe Flanagin—
499,083 shares
9.5
%
2002 Wrightsboro Road
Augusta, Georgia 30904
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
42.9%42.8% of all shares of stock issued and outstanding. This42.9%42.8% includes 79,585 shares (1.5%) owned by the estate of the late Dr. W. S. Flanagin, Sr., 290,366 shares (5%) owned by Thomas Greenlee Flanagin, Jr., and34,0083,429 shares owned by HarrietteR.Robinson Flanagin. Ofthe 524,847 shares registered to Thomas Greenlee Flanagin, 292,959 shares are registered in the name of T. Greenlee Flanagin, custodian for Clay 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
OfficersChief Executive Officer of the Corporationas a group (5)received or accrued compensation during the fiscal year ending September 30,19982002 in the sum of$24,432.00.$32,832 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,
19982002 and none are proposed to be paid to any Officer or Director of Security Land & DevelopmentCorporation.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
CorporationCorp. or its subsidiaries during the fiscal year ending September 30,19982002 and none have been granted to date.INTEREST OF MANAGEMENT AND OTHERS
IN CERTAIN TRANSACTIONS
M. David Alalof is an investorIn the ordinary course of
an entity that is a tenant atbusiness, theshopping center. Total gross leasing revenue fromCompany may enter into transactions with Directors, officers, security holders, or their immediate family members. During the year 2002, there were no transactions of thistenant was approximately $33,800 for the 1997 year end period. T. Greenlee Flanagin was paid rental management fees in the amounts of $594.type.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,
1999.2003. 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 thestockholders 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
CorporationCorp. or any of saidCorporation'sCorporation’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 & DevelopmentCorporationCorp. or any of saidCorporation'sCorporation’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.Fees billed or to be billed to the Company by Cherry, Bekaert & Holland for the Company’s fiscal year end September 30, 2002 are as follows:
Audit Fees. The aggregate audit fees billed or to be billed to the Company by Cherry, Bekaert & Holland for professional services rendered for the audit of the Company’s annual financial statements and for the reviews of the financial statements included in the Company’s quarterly reports on form 10-QSB for the fiscal year ended September 30, 2002 totaled $12,650.
Financial Information Systems Designed and Implementation Fees. Cherry, Bekaert & Holland provided no professional services to the Company regarding financial information systems design and implementation during the Company’s fiscal year ended September 30, 2002.
All Other Fees. The aggregate fees billed or to be billed to the Company by Cherry, Bekaert & Holland for the fiscal year ended September 30, 2002 for all services rendered to the Company, including tax related services, but excluding audit fees and information systems and design and implementation fees, totaled $1,000.
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
CORPORATIONCORP.PROXY FOR REGULAR ANNUAL MEETING OF SHAREHOLDERS,
MARCH 2, 1999.APRIL 17, 2003. 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
SheratonRadisson Suites Inn Augusta,Hotel, Bobby Jones Expressway at Wheeler3038 Washington Road, Augusta, Georgia, onTuesday, March 2, 1999,Thursday, APRIL 17, 2003, 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"“FOR” SAID PROPOSALS.1.
1. FOR¨ or AGAINST¨ setting the number of members of the Board of Directors at six (6).
2. ELECTION OF DIRECTORS: FOR
< > or AGAINST < > setting the number of members of the Board of Directors at seven (7). 2. ELECTION OF DIRECTORS: FOR < >¨ all nominees listed below or ABSTAIN< > (except¨(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;
E. R. MURPHEY;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.
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________DateShareholders (if signing as attorney, administrator, executor,
guardian, or trustee, add your title to the signature)
Social Security Number