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, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [_] 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 Section 240.14a-11(c) or Section 240.14a-12 Security Land and Development - -------------------------------------------------------------------------------- (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: SECURITY LAND & DEVELOPMENT CORPORATION 2816 WASHINGTON ROAD SUITE 103 AUGUSTA, GEORGIA 30909 ________________________________________________________________________________ NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MARCH 2, 1999 ________________________________________________________________________________ Notice is hereby given that the Annual Meeting of the stockholders of Security Land & Development Corporation will be held at the Sheraton Augusta Hotel, Bobby Jones Expressway and Wheeler Road, Augusta, Georgia, on Tuesday, March 2, 1999, 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) members. 2. The election of seven (7) 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, 1999 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 Tuesday, March 2, 1999 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 December 10, 1998, a quorum for this meeting will be 2,618,804 shares. ________________________________________________________________________________ SHAREHOLDERS' PROPOSALS FOR ANNUAL MEETING TO BE HELD IN 2000 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 2000 must send their proposals to Security Land & Development Corporation, 2816 Washington Road, Suite 103, Augusta, Georgia 30909, no later than November 30, 1999. 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, 1998. 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 MARCH 2, 1999 ________________________________________________________________________________ DATE OF FIRST MAILING TO STOCKHOLDERS: FEBRUARY 2, 1999 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 March 2, 1999. 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, 1999 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 5,237,607 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 seven (7) 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, 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. Unless otherwise instructed, persons under proxy will vote FOR setting the number of directors at seven (7). In the event that a majority of the shares present and voting approve setting the number of directors at seven (7), 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 seven (7), 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 seven (7), then the persons acting under the proxy will vote such of the seven (7) 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 December 15, 1997 and ending December 7, 1998, the Board of Directors held two (2) meetings. All of the nominees were not 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. The names of the seven nominees, their principal served as directors and their beneficial ownership of Corporation 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 Georgia occupations, the periods during which they have equity securities of Security Land & Development following table: FOR ELECTION Served as Term Expires Shares Common Director Stock Owned since Beneficially as of 12/10/98 - --------------------------------------------------------------------- 1983 Annual Meeting 463,052 Shares 8.8% Scheduled March 2, 1999 1983 Annual Meeting 781,205 Shares 14.9% Scheduled March 2, 1999 1977 Annual Meeting 27,526 Shares --- Scheduled March 2, 1999 1980 Annual Meeting 50,000 Shares --- Scheduled March 2, 1999 1987 Annual Meeting 499,083 Shares 9.5% Scheduled March 2, 1999 1983 Annual Meeting 303,865 Shares 6% Scheduled March 2, 1999 1983 Annual Meeting 500 Shares --- Scheduled March 2, 1999 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% 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 December 7, 1998, 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 The Flanagin Family group owns a total of approximately 42.9% of all shares of stock issued and outstanding. This 42.9% includes 79,585 shares (1.5%) owned by Dr. W. S. Flanagin, Sr., and 34,008 shares owned by Harriette R. 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 Officers of the Corporation as a group (5) received or accrued compensation during the fiscal year ending September 30, 1998 in the sum of $24,432.00. There were no annuity, pension or retirement benefits paid during the fiscal year ending September 30, 1998 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, 1998 and none have been granted to date. INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS M. David Alalof is an investor of an entity that is a tenant at the shopping center. Total gross leasing revenue from this tenant was approximately $33,800 for the 1997 year end period. T. Greenlee Flanagin was paid rental management fees in the amounts of $594. 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. 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. PROXY SECURITY LAND & DEVELOPMENT CORPORATION PROXY FOR REGULAR ANNUAL MEETING OF SHAREHOLDERS, MARCH 2, 1999. 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 at Wheeler Road, Augusta, Georgia, on Tuesday, March 2, 1999, 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 seven (7). 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; 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. 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)