Filing Details

UNITED STATES

Securities and Exchange Commission

Washington, D.C. 20549

 

Schedule 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

Security Land & Development Corporation

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

814348108

(CUSIP Number)

 

Mark S. Burgreen

Hull Barrett, PC

801 Broad Street

Suite 700

Augusta, Georgia 30901

(706) 722-4481

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

 

December 31, 2016

(Date of Event Which Requires Filing of This Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

This Amendment No. 1 (this “Amendment”) to Schedule 13D amends the Schedule 13D (the “Schedule 13D”) filed by the reporting person, dated December 8, 1993, and amends the following Items of the Schedule 13D:

Item 1. Security and Issuer. This statement relates to the common stock of Security Land and Development Corporation, a Georgia corporation, whose principal executive office is located at 2816 Washington Road, #103, Augusta, Georgia 30909.

Item 2. Identity and Background. 

(a) The name of the reporting person is T. Greenlee Flanagin.

(b) Mr. Flanagin’s principal business address is 2816 Washington Road, #103, Augusta, Georgia 30909.

(c) Mr. Flanagin is President of the Issuer, Security Land and Development Corporation, 2816 Washington Road, #103, Augusta, Georgia 30909.

(d) During the last five years, the reporting person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, the reporting person was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration. 

Mr. Flanagin did not acquire or dispose any common stock of the Issuer in 2016 or to date in 2017.  The reporting person has paid for all stock purchases with personal funds, except for shares received by gift or devise.  Mr. Flanagin’s wife, Harriette Flanagin, purchased a total of 8,892 shares at $0.26 per share in separate transactions on February 24, 2016 and March 1, 2016, using her own personal funds.  Mr. Flanagin disclaims beneficial ownership of the shares held by his wife for the purposes of sections 13(d) or 13(g) of the Act.

Item 4. Purpose of Transaction. 

All of the shares of Common Stock beneficially owned by Mr. Flanagin are held for investment.  Mr. Flanagin may, from time to time, depending upon market conditions, liquidity needs and other investment considerations, purchase additional shares of common stock for investment or dispose of shares of Common Stock.  As an officer and director of the Issuer, Mr. Flanagin expects to regularly explore potential actions and transactions which may be advantageous to the Issuer, including, but not limited to, possible acquisitions, dispositions, reorganizations, mergers, or other material changes in the business, corporate structure, management, policies, governing instruments, capitalization, securities or regulatory or reporting obligations of the Issuer.

As a director of the Issuer, Mr. Flanagin approved a tender offer by the Issuer of 48.2% (subsequently reduced to 38.1%) of the common stock of the Issuer.  Mr. Flanagin and certain members of his family (the “Flanagin Family”) collectively own 44.7% of the Issuer’s common stock, which could allow them to collectively exercise control over the Issuer.  Mr. Flanagin and the other members of the Flanagin Family are filing persons with respect to a Schedule 13E-3 as amended regarding the Company’s tender offer to purchase up to 2,000,000 shares of its common stock, par value $0.10 per share, at a revised purchase price of $1.75 per share.  Such tender offer could result in:

 (e) a material change in the capitalization of the Issuer, and

(i) the common stock of the Issuer becoming eligible for termination of registration pursuant to section 12(g)(4) of the Act.

Except as noted above, Mr. Flanagin has no plans or proposals which would relate to or result in any of the matters referred to in paragraphs (a) through (j) of the instructions to Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer. 

(a) Mr. Flanagin beneficially owns an aggregate of 250,784 shares of the Issuer's common stock, constituting 4.8% of the number of shares of such common stock outstanding on the date hereof.  Since the date of the Schedule 13D, the beneficial ownership by Mr. Flanagin and his wife has been reflected on the Issuer’s annual reports on Form 10-K, the disclosures of which on such annual reports are incorporated herein by reference. 

The 250,784 shares reported as owned by Mr. Flanagin does not include 75,728 shares beneficially owned by his wife, Harriette Flanagin, who shares the same household.  Together, Mr. Flanagin and his spouse own 326,512 shares of the Issuer's common stock, constituting 6.2% of the outstanding shares.  Mr. Flanagin disclaims beneficial ownership of the shares held by his wifefor the purposes of sections 13(d) or 13(g) of the Act.

(b) With respect to the 250,784 shares of common stock beneficially owned by Mr. Flanagin, he has the sole power to vote or to direct the vote and the sole power to dispose or to direct the disposition.  With respect to the 75,728 shares owned by his wife, Mrs. Flanagin has the sole power to vote or to direct the vote and the sole power to dispose or to direct the disposition.

(c) No transactions were effected by Mr. Flanagin (or by his wife) in the Issuer’s common stock during the past sixty days.

(d) Not applicable.

(e) Mr. Flanagin ceased being the beneficial owner of 5% of the shares of the Issuer’s common stock during the Issuer’s fiscal year ended September 30, 2008, following the transfer of 292,959 shares to his son, R. Clayton Flanagin. 

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. 

Not applicable.

Item 7. Material to be Filed as Exhibits. 

Not applicable.

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

Date: May 25, 2017