Post Effective Amendment No. 1 to Form S-3
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 14, 2003
Registration No. 333-97485
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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MONMOUTH REAL ESTATE INVESTMENT CORPORATION
(Exact name of registrant as specified in charter)
Maryland 22-1897375
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number
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Juniper Business Plaza, Suite 3-C, 3499 Route 9 North, Freehold, New Jersey 07728
732-577-9996
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
732-577-9996
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to:
Gary D. Gilson
Blackwell Sanders Peper Martin, LLP
Two Pershing Square
2300 Main Street, Suite 1000
Kansas City, Missouri 64108
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Approximate date of commencement of proposed sale to the public:
From time to time after the Registration Statement becomes effective
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [X]
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ] _________
If this Form is a post-effective amendment filed pursuant to Rule
462(c)under the Securities Act, check the following box and list the Securities
Act registrations statement number of the earlier effective registration
statement for the same offering. [ ] ___________
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
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EXPLANATORY NOTE
On May 15, 2003, Monmouth Real Estate Investment Corporation, a
Maryland corporation ("MREIC"), became the successor issuer to Monmouth Real
Estate Investment Corporation, a Delaware corporation ("Monmouth Delaware"), as
a result of the merger of Monmouth Delaware with and into MREIC, with MREIC
being the surviving corporation. Immediately prior to the merger, MREIC had no
assets or liabilities other than nominal assets or liabilities. MREIC acquired
all of the assets and assumed all of the liabilities and obligations of Monmouth
Delaware in the merger. Pursuant to Rule 414(d) promulgated under the Securities
Act of 1933, as amended MREIC, as a successor issuer to Monmouth Delaware hereby
expressly adopts the Registration Statement on Form S-3 (Registration No.
333-97485) as its own Registration Statement for all purposes of the Securities
Act and the Securities Exchange Act of 1974, as amended, effective as of the
date of the merger.
PROSPECTUS
MONMOUTH REAL ESTATE INVESTMENT CORPORATION
Juniper Business Plaza
Suite 3-C, 3499 Route 9 North
Freehold, New Jersey 07728
732-577-9996
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
The Dividend Reinvestment and Stock Purchase Plan (the "Plan") of
Monmouth Real Estate Investment Corporation ("MREIC") described herein provides
holders of MREIC's Shares of Common Stock ("Shares of Common Stock" or "Shares")
with a simple and convenient method of investing cash dividends and optional
cash payments in additional Shares of Common Stock without payment of any
trading fees or service charge. The Shares are listed and traded on NASDAQ under
the symbol "MNRTA."
The proceeds of dividends reinvested in the Plan and optional cash
payments will be used to purchase original issue Shares of Common Stock from
MREIC. The price of Shares of Common Stock purchased with reinvested dividends
and optional cash payments will be 95% of the market price (see Question 16).
Participants in the Plan may:
o Automatically reinvest cash dividends on all Shares registered in
their names.
o Automatically reinvest cash dividends on less than all of the
Shares registered in their names and continue to receive cash
dividends on the remaining Shares.
o Invest by making optional cash payments at any time of not less
than $500 per payment nor more than $1,000 per month, unless a
Request for Waiver has been accepted by MREIC pursuant to
Question 12 herein, whether or not any dividends on Shares
registered in the participant's name are being reinvested.
Optional cash payments will be invested monthly, generally on the
Investment Date.
Holders of Shares of Common Stock who do not choose to participate in
the Plan will continue to receive cash dividends, as declared, in the usual
manner.
IT IS SUGGESTED THAT THIS PROSPECTUS BE RETAINED FOR FUTURE REFERENCE.
MREIC reserves the right to terminate the Plan at any time.
The Plan does not represent a change in MREIC's dividend policy or a
guarantee of future dividends. Dividends will continue to depend on earnings,
financial requirements, and other factors.
This Prospectus relates to up to 2,000,000 Shares of Class A Common
Stock with $.0l par value.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION (THE "COMMISSION") NOR HAS
THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION
OR TO MAKE ANY REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS,
AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATION MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY MREIC. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE
ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF MREIC SINCE THE
DATE HEREOF. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER BY MREIC OR ANY AGENT
OF MREIC OR ANY OTHER PERSON TO SELL SECURITIES IN ANY STATE IN WHICH SUCH OFFER
WOULD BE UNLAWFUL. THIS PROSPECTUS RELATES ONLY TO THE SHARES OF MREIC OFFERED
HEREBY AND IS NOT TO BE RELIED UPON IN CONNECTION WITH THE PURCHASE OR SALE OF
ANY OTHER SECURITIES OF MREIC.
THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED ON OR ENDORSED THE
MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
The date of this Prospectus is July 14, 2003
TABLE OF CONTENTS
AVAILABLE INFORMATION.........................................1
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE...............1
THE COMPANY...................................................3
DESCRIPTION OF THE DIVIDEND REINVESTMENT
AND STOCK PURCHASE PLAN.......................................3
PURPOSE.......................................................3
ADVANTAGES....................................................3
ADMINISTRATION................................................4
ELIGIBILITY...................................................4
PARTICIPATION.................................................5
OPTIONAL CASH PAYMENTS........................................6
WAIVER OF MAXIMUM LIMITS......................................7
PURCHASES.....................................................8
COSTS.........................................................9
DIVIDENDS.....................................................9
REPORTS TO PARTICIPANTS.......................................9
CERTIFICATES FOR SHARES.......................................9
WITHDRAWAL FROM THE PLAN.....................................10
OTHER INFORMATION............................................11
NEITHER MREIC NOR THE AGENT CAN ASSURE YOU OF A
PROFIT OR PROTECT YOU AGAINST A
LOSS ON SHARES PURCHASED UNDER THE PLAN......................12
SPECIAL RULES TO PROTECT MREIC'S STATUS AS A QUALIFIED
REAL ESTATE INVESTMENT TRUST ("REIT") UNDER THE PROVISIONS
OF THE INTERNAL REVENUE CODE.................................13
USE OF PROCEEDS..............................................14
EXPERTS......................................................14
INDEMNIFICATION..............................................14
AVAILABLE INFORMATION
MREIC is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission ("Commission") relating to its business, financial position, results
of operations and other matters. Information as of particular dates concerning
the Directors is disclosed in proxy statements. Such reports, proxy statements
and other information can be inspected at the Public Reference Room of the
Commission, Room 1024, 450 Fifth Street, N.W., Washington, D.C.; and at certain
of its Regional Offices, located at Room 1204, Everett McKinley Dirksen
Building, 219 South Dearborn Street, Chicago, Illinois; Room 1102, Federal
Building, 26 Federal Plaza, New York, New York; and 5757 Wilshire Boulevard,
Suite 500 East, Los Angeles, California. Please call the Commission at
1-800-SEC-0330 for further information on the operation of the public reference
rooms. Our filings with the Commission, including the Registration Statement
with respect to the Shares of Common Stock offered hereby, are also available to
you on the SEC's website (http://www.sec.gov). We also have a website
(www.mreic.com) through which you may access our recent filings with the
Commission. Information contained on our website is not part of this prospectus.
In addition, you may look at our filings with the Commission at the offices of
the NASDAQ Stock Market, Inc., which is located at 1500 Broadway, New York, New
York 10036. Our filings with the Commission are available at the NASDAQ because
our Common Stock is listed and traded on the NASDAQ under the symbol "MNRTA."
MREIC has filed with the Commission a Registration Statement under the
Securities Act of 1933 with respect to the Shares of Common Stock offered
hereby. This Prospectus does not contain all of the information set forth in
such Registration Statement, certain parts of which are omitted in accordance
with the rules and regulations of the Commission. For further information
pertaining to MREIC, the Shares of Common Stock and related matters, reference
is made to such Registration Statement, including the exhibits incorporated
therein by reference or filed as a part thereof.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
As the successor to Monmouth Real Estate Investment Corporation, a
Delaware corporation ("Monmouth Delaware"), MREIC incorporates by reference the
documents listed below:
o The Annual Report of Monmouth Delaware on Form 10-K filed with
the Commission on December 23, 2002.
o The Quarterly Report on Form 10-Q of Monmouth Delaware, as filed
with the Commission on February 13, 2003.
o The Quarterly Report on Form 10-Q of Monmouth Delaware, as filed
with the Commission on May 14, 2003.
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o The Current Report on Form 8-K of Monmouth Delaware, as filed
with the Commission on November 18, 2002.
o The Current Report on Form 8-K of Monmouth Delaware, as filed
with the Commission on February 28, 2003.
o The Current Report on Form 8-K of Monmouth Delaware, as filed
with the Commission on April 4, 2003.
o Our Current Report on Form 8-K, as filed with the Commission on
May 15, 2003.
o Our Current Report on Form 8-K, as filed with the Commission on
May 20, 2003.
o Our Current Report on Form 8-K, as filed with the Commission on
May 21, 2003.
o The description of MREIC's Shares, $.01 par value, which is
contained in a registration statement filed under the Exchange
Act, including any amendment or reports filed for the purpose of
updating such description.
o All documents filed by MREIC pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of this Prospectus
and prior to the termination of the offering to which this
Prospectus relates shall also be deemed to be incorporated by
reference in this Prospectus and to be a part of this Prospectus
from the date of the filing of such documents.
The foregoing documents incorporated by reference in this Prospectus
(not including exhibits to the information that are incorporated by reference
unless such exhibits are specifically incorporated by reference into the
information that this Prospectus incorporates) will be provided without charge
to each person to whom a prospectus is delivered, upon written or oral request
of such person, made to Shareholder Relations, Monmouth Real Estate Investment
Corporation, Juniper Business Plaza, Suite 3-C, 3499 Route 9 North, Freehold,
New Jersey 07728 (telephone number 732-577- 9996).
No person has been authorized to give any information, or to make any
representations other than those contained in this Prospectus or referred to
herein, and, if given or made, such other information or representation must not
be relied upon as having been authorized by MREIC. This Prospectus does not
constitute an offer or solicitation by anyone in any state in which such offer
or solicitation is not authorized, or in which the person making such offer or
solicitation is not qualified to do so, or to any person to whom it is unlawful
to make such offer or solicitation. The delivery of this Prospectus at any time
does not imply that information herein is correct as of any time subsequent to
the date hereof.
This Prospectus relates to the Shares of Common Stock of MREIC
registered for sale under the Plan. It is suggested that this Prospectus be
retained for future reference.
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THE COMPANY
MREIC is a corporation organized under the laws of Maryland. MREIC's
principal executive offices are located at Juniper Business Plaza, Suite 3-C,
3499 Route 9 North, Freehold, New Jersey 07728. MREIC's telephone number is 732-
577-9996.
DESCRIPTION OF THE DIVIDEND REINVESTMENT
AND STOCK PURCHASE PLAN
The Dividend Reinvestment and Stock Purchase Plan (the "Plan") for
holders of Shares of Common Stock of MREIC is set forth in the following
questions and answers:
For further information concerning the Plan, please address
correspondence:
Shareholder Relations
Monmouth Real Estate Investment Corporation
Juniper Business Plaza, Suite 3-C
3499 Route 9 North
Freehold, New Jersey 07728
PURPOSE
1. What is the purpose of the Plan?
The purpose of the Plan is to provide holders of record of Shares of
Common Stock of MREIC with a convenient and economical way of investing cash
dividends and optional cash payments in Shares of Common Stock of MREIC at a 5%
discount from the market price prior to investment (see Question 16) and without
payment of any trading fees or service charge. Since such Shares of Common Stock
will be purchased from MREIC, MREIC will receive additional funds to make
investments in real estate and for other purposes.
ADVANTAGES
2. What are the advantages of the Plan?
By participating in the Plan:
o You may purchase Shares of Common Stock at a 5% discount from the
market price (see Question 16) of Shares of Common Stock of MREIC
by reinvesting cash dividends on all or less than all of the
Shares of Common Stock registered in your name.
o You may purchase additional Shares of Common Stock at the same
discount by making optional cash payments at any time of not less
than $500 per
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payment nor more than $1,000 per month, unless a Request for
Waiver has been accepted by MREIC pursuant to Question 12 herein.
o You pay no trading fees or service charge in connection with
investments under the Plan.
o Recordkeeping is simplified under the Plan by the provision of a
statement of account to each participant.
o You are assured safekeeping of Shares of Common Stock credited to
your account because certificates are not issued unless
requested.
ADMINISTRATION
3. Who administers the Plan?
Mellon Bank, N.A. (the "Agent") administers the Plan and certain
administrative support will be provided by its affiliate, Mellon Investor
Services, a registered transfer agent. On behalf of participants, the Agent
keeps records, sends statements of account after each purchase to participants
and performs other duties relating to the Plan. The Agent purchases Shares of
Common Stock from MREIC as agent for participants in the Plan and credits the
shares to the accounts of the individual participants.
ELIGIBILITY
4. Who is eligible to participate?
(a) Shareholders of Record
All holders of record of Shares of Common Stock are eligible to
participate in the Plan.
(b) Beneficial Owners of Shares of Common Stock
Beneficial owners, whose Shares of Common Stock are registered in
names other than their own (for instance, in the name of a broker
or bank nominee), may not participate in the reinvestment of cash
dividends on such Shares of Common Stock. Nevertheless, the
shareholder, all of whose Shares of Common Stock are in street
name or nominee name, may participate in the optional cash payment
provisions by completing and sending in the Authorization Card
certifying that he is a shareholder of MREIC.
5. How is the Plan to be interpreted?
Any question of interpretation arising under the Plan will be
determined by MREIC and any such determination will be final.
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PARTICIPATION
6. How do Holders of Shares of Common Stock join the Plan?
A holder of record of Shares of Common Stock may join the Plan at any
time by completing and signing an Authorization Card and returning it to the
Agent. An Authorization Card may be obtained at any time by writing to Monmouth
Real Estate Investment Corporation, Juniper Business Plaza, Suite 3-C, 3499
Route 9 North, Freehold, New Jersey 07728.
7. What does the Authorization Card provide?
If you check the appropriate box on the Authorization Card, you may
elect "Full Dividend Reinvestment" and the Agent will apply all cash dividends
on all the Shares of Common stock then or subsequently registered in your name,
together with any optional cash payments, toward the purchase of Shares of
Common Stock.
If you elect to reinvest dividends on only a portion of your Shares of
Common Stock, you should check the "Partial Dividend Reinvestment" box on the
Authorization Card and the Agent will reinvest cash dividends on only the number
of whole Shares of Common Stock you specify on the Authorization Card, together
with any optional cash payments, toward the purchase of Shares of Common Stock,
and will pay cash dividends on the rest of your Shares.
If the "Optional Cash Payments" box on the Authorization Card is
checked, you will continue to receive cash dividends on Shares of Common Stock
in the usual manner, but the Agent will apply any optional cash payment received
with the Authorization Card or with a subsequent payment form (see Question 11)
to the purchase of Shares of Common Stock under the Plan.
The Authorization Card also provides a certification to be signed by
beneficial owners whose Shares of Common Stock are held in street or nominee
name who wish to participate in the optional cash payment provisions.
The Agent will reinvest automatically any subsequent dividends on the
Shares of Common Stock credited to your account under the Plan. The Plan, in
other words, operates so as to reinvest dividends on a cumulative basis on the
Shares of Common Stock designated on your Authorization Card and on all Shares
of Common Stock accumulated and held in your Plan account, until you specify
otherwise by notice in writing delivered to the Agent or withdraw from the Plan
altogether, or until the Plan is terminated. See Question 29 for the
consequences of sales of Shares of Common Stock subject to the Plan.
8. What are my options under the Plan?
By marking the appropriate spaces on the Authorization Card, you may
choose among the following investment options:
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o To reinvest cash dividends automatically on all Shares of Common
Stock now and subsequently registered in your name at 95% of the
market price (see Question 16 for a description of how this is
computed).
o To reinvest cash dividends automatically on less than all of the
Shares of Common Stock registered in your name (a specified
number of full shares) at 95% of the market price and to continue
to receive cash dividends on the remaining Shares of Common
Stock.
o To invest by making optional cash payments at any time in any
amount not less than $500 per payment nor more than $1,000 per
month, unless a Request for Waiver has been accepted by MREIC
pursuant to Question 12 herein, whether or not any dividends are
being automatically reinvested, at 95% of the market price.
9. May I change options under the Plan?
Yes. You may change options under the Plan at any time by completing
and signing a new Authorization Card and returning it to the Agent. The answer
to Question 6 tells how to obtain an Authorization Card. Any change concerning
the reinvestment of dividends must be received by the Agent prior to the record
date for a dividend (see Question 10) in order for the change to become
effective with that dividend.
10. When will investment of dividends respecting Shares of Common Stock start?
If your Authorization Card is received by the Agent prior to the record
date for determining the holders of shares entitled to receive the next
dividend, reinvestment of your dividends will commence with the next dividend.
The record dates for dividend payments on the Shares of Common Stock are
generally on or about February l5, May l5, August l5 and November l5. If your
Authorization Card is received subsequent to the record date, reinvestment of
your dividends (or designated portion thereof) will not start until payment of
the next following dividend.
OPTIONAL CASH PAYMENTS
11. How does the cash payment option work?
Each participant in the Plan may invest in additional Shares of Common
Stock by making optional cash payments at any time. Participants in the Plan
have no obligation to make any optional cash payments. Optional payments may be
made at irregular intervals and the amount of each optional payment may vary,
but no optional payment may be less than $500 and the total optional payments
invested by each owner of Shares of Common Stock may not exceed $1,000 per
month, unless a Request for Waiver has been accepted by MREIC pursuant to
Question 12 herein.
An optional cash payment may be made by enclosing a check or money
order with
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the Authorization Card when enrolling and thereafter by forwarding a
check or money order to the Agent with a payment form which will be attached to
each statement of account. Checks and money orders must be in United States
dollars and should be made payable to "Mellon Bank, N.A.". No interest will be
paid on optional cash payments held by the Agent pending the purchase of Shares
of Common Stock. (See Questions 14 and 15).
Optional cash payments must be received by the Agent by the tenth
(10th) day of each calendar month. Cash payments received by the Agent
subsequent to that date will be applied to the next month's optional investment.
WAIVER OF MAXIMUM LIMITS
12. May I make an optional cash payment in excess of $1,000 per month?
Optional cash investments in excess of $1,000 per month may be made
only pursuant to a Request for Waiver accepted by MREIC. Participants who wish
to submit an optional cash investment in excess of $1,000 for any Investment
Date must obtain the prior written approval of MREIC, and a copy of such written
approval must accompany any such optional cash investment submitted to the
Agent. A Request for Waiver should be directed to Shareholder Relations at MREIC
via telephone at 732-577-9996. MREIC has sole discretion to grant any approval
for optional cash investments in excess of the allowable maximum amount. In
deciding whether to approve a Request for Waiver, MREIC will consider relevant
factors including, but not limited to, MREIC's need for additional funds, the
attractiveness of obtaining such additional funds through the sale of Common
Stock as compared to other sources of funds, the purchase price likely to apply
to any sale of Common Stock, the participant submitting the request, the extent
and nature of such participant's prior participation in the Plan, the number of
Shares of Common Stock held of record by such participant, and the aggregate
amount of optional cash investments in excess of $1,000 for which Requests for
Waiver have been submitted by all participants. If Requests for Waiver are
submitted for any Investment Date for an aggregate amount in excess of the
amount MREIC is then willing to accept, MREIC may honor such requests in order
of receipt, pro rata or by any other method that MREIC determines to be
appropriate. With regard to optional cash investments made pursuant to a Request
for Waiver, the Plan does not provide for a predetermined maximum limit on the
amount that a participant may invest or on the number of shares that a
participant may purchase.
MREIC does not anticipate approving any single participant Requests for
Waiver to purchase more than one percent (1%) of the outstanding shares of
MREIC. MREIC will generally grant Requests for Waiver where the participant is
requesting to make one optional cash investment in lieu of making a series of
investments over the next twelve (12) month period and so specifies in the
participant's written request.
In no event will MREIC be able to issue more shares in total than the
number of shares registered for sale.
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PURCHASES
13. What is the source of Shares of Common Stock purchased under the Plan?
Shares of Common Stock purchased under the Plan come from authorized
but unissued Shares of Common Stock of MREIC. Shares will not be purchased in
the open market.
14. When will dividends and optional cash payments be invested in Shares of
Common Stock?
Reinvestment of dividends will be made on the date when the dividend
becomes payable. Participants will become owners of Shares of Common Stock
purchased under the Plan as of the date of purchase. Optional cash payments must
be received by the Agent by the tenth (10th) day of each month. Optional cash
will be invested monthly on the Investment Date.
15. What is the Investment Date?
The Investment Date for dividends will be the Dividend Payment Date.
Dividend payment dates are generally March 15, June 15, September 15 and
December 15. For optional cash payments, the Investment Date will be the
Dividend Payment Date in months having dividends payable or otherwise on the
fifteenth (15th) of each month. If an Investment Date falls on a Saturday,
Sunday or holiday, the Investment Date will be the next following business day.
16. What will be the price of Shares purchased under the Plan?
The Officers of MREIC will determine the price of Shares to be
purchased. It is intended that the price of Shares to be purchased will be at a
5% discount from the market price.
The Shares of Common Stock are traded on the NASDAQ. The Officers of
MREIC will fix the reinvestment price at a discount price equal to 95% of the
market price. The price at which the Shares of Common Stock will be purchased
will be the higher of 95% of the average of the daily high and low sale prices
of MREIC's Common Stock on the NASDAQ on the four trading days including and
preceding the Investment Date or 95% of the average of the high and low sale
prices of MREIC's Common Stock on the NASDAQ on the Investment Date. In the
event there is no trading in the Shares, or if for any reason MREIC and the
Agent have difficulty in determining the price of Shares to be purchased under
the Plan, then MREIC, on consultation with the Agent, will use such other public
report or sources as MREIC deems appropriate to determine the market price and
the appropriate 5% discount. If the reinvestment price involves a decimal which
is not equal to one-eighth of a point, the reinvestment price will be rounded up
to the next higher one-eighth of a point.
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17. How will the number of Shares of Common Stock purchased for me be
determined?
The number of Shares of Common Stock that will be purchased for you on
any Investment Date will depend on the amount of your dividend to be invested,
the amount of any optional cash payments and the applicable purchase price of
the Shares of Common Stock that results from dividing the aggregate amount of
dividends and optional payments to be invested by the applicable purchase price.
Partial Shares will be credited to your account. At any time when you withdraw
from the Plan or request all Shares to be transferred to your name, the partial
share will be paid in cash.
COSTS
18. Are there any costs to me for my purchases under the Plan?
There are no trading fees for purchases of Shares of Common Stock under
the Plan because Shares are purchased directly from MREIC. All costs of
administration of the Plan will be paid by MREIC. Brokers and nominees may
impose charges or fees in connection with their handling of participation in the
Plan by nominee and fiduciary accounts.
DIVIDENDS
19. Will dividends be paid on Shares of Common Stock held in my Plan account?
Yes. Cash dividends on Shares of Common Stock credited to your account
are automatically reinvested in additional shares and credited to your account.
REPORTS TO PARTICIPANTS
20. What reports will be sent to participants in the Plan?
Following each purchase of Shares of Common Stock for your account,
the Agent will mail to you a statement of account showing amounts invested, the
purchase price (see Question 16), the number of Shares purchased, and other
information for the year to date. Each participant will receive a Form 1099
showing income reportable for Federal income tax purposes following the final
purchase in each calendar year (see Question 29). These statements are your
record of the cost of your purchases and should be retained for income tax and
other purposes. In addition, during the year you will receive copies of the same
communications sent to all other holders of Shares of Common Stock.
CERTIFICATES FOR SHARES
21. Will I receive certificates for Shares of Common Stock purchased under the
Plan?
Shares of Common Stock purchased by the Agent for your account will be
registered in the name of the Agent's nominee and certificates for such Shares
will not be issued to you until requested. The total number of Shares credited
to your account will be shown on each statement of account. This custodial
service helps to protect you against the risk of loss, theft or destruction of
stock certificates.
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Certificates for any number of whole Shares credited to your account
will be issued to you at any time upon written request to the Agent. Cash
dividends with respect to Shares represented by certificates issued to you will
continue to be automatically reinvested. Any remaining Shares will continue to
be credited to your account.
If the written request to the Agent is for certificates to be issued
for all Shares credited to your account, any partial share will be paid in cash.
Certificates for partial shares will not be issued under any
circumstances.
22. May Shares of Common Stock in my Plan account be pledged?
No. You must first request that certificates for Shares credited to
your Plan account be issued to you (see Question 21) before you can pledge such
Shares.
23. In whose name will certificates be registered and issued?
When issued, certificates for Shares of Common Stock will be registered
in the name in which your Plan account is maintained. For holders of record,
this generally will be the name or names in which your Share certificates are
registered at the time you enroll in the Plan. Upon written request, Shares will
be registered in any other name, upon the presentation to the Agent of evidence
of compliance with all applicable transfer requirements (including the payment
of any applicable transfer taxes).
WITHDRAWAL FROM THE PLAN
24. When may I withdraw from the Plan?
You may withdraw from the Plan at any time. If your request to withdraw
is received by the Agent prior to the record date for determining the holders
entitled to receive the next dividend respecting any Shares of Common Stock held
by you, your request will be processed following receipt of the request by the
Agent. If your request to withdraw is received by the Agent subsequent to the
record date for determining the holders entitled to receive the next dividend
respecting such Shares of Common Stock but before payment of the dividend, the
dividend will be reinvested for your account and your request for withdrawal
will be processed promptly thereafter.
After your request for withdrawal has become effective, all dividends
will be paid in cash to you unless and until you re-enroll in the Plan, which
you may do at any time.
25. How do I withdraw from the Plan?
In order to withdraw from the Plan, please complete the tear-off
portion of any Plan statement and send it to Mellon Investor Services, P.O. Box
3338, South Hackensack, New Jersey 07606-1938. When you withdraw from the Plan,
or upon termination of the Plan by
10
MREIC, certificates for Shares credited to you account under the Plan will be
issued to you. Any partial share will be paid in cash.
OTHER INFORMATION
26. What happens if I sell or transfer Shares of Common Stock registered in my
name?
If you dispose of all Shares of Common Stock registered in your name,
the dividends on the Shares credited to your Plan account will continue to be
reinvested until you notify the Agent that you wish to withdraw from the Plan.
27. What happens if MREIC issues a stock dividend, declares a stock split or has
a rights offering?
Any stock dividends or split shares distributed by MREIC on Shares of
Common Stock credited to your Plan account will be added to your account. Stock
dividends or split shares distributed on Shares of Common Stock for which you
hold certificates will be mailed directly to you in the same manner as to
shareholders who are not participating in the Plan.
In a regular rights offering, as a holder of record you will receive
rights based upon the total number of Shares of Common Stock owned; that is, the
total number of Shares for which you hold certificates and the total number of
Shares held in your Plan account.
28. Can I vote shares in my Plan account at meetings of shareholders?
Yes. You will receive a proxy for the total number of Shares of Common
Stock held, both the Shares for which you hold certificates and those credited
to your Plan account. The total number of Shares of Common Stock held may also
be voted in person at a meeting.
If the proxy is not returned or if it is returned unsigned, none of
your Shares of Common Stock will be voted unless you vote in person.
29. What are the Federal income tax consequences of participation in the Plan?
Under Internal Revenue Service rulings in connection with similar
plans, dividends reinvested will be treated as taxable notwithstanding the
dividends are reinvested in stock. Under prior Internal Revenue Service rulings,
it was assumed the 5% discount was also taxable. Recent Internal Revenue Service
rulings suggest that the 5% is a reduced taxable basis for the shares received.
Shareholders should consult their own tax consultant on the proper tax treatment
of the discount.
Distributions of real estate investment trusts are treated as dividends
to the extent a real estate investment trust has earnings and profits for
Federal income tax purposes. To the extent that the amount so distributed by
MREIC exceeds the current and accumulated earnings and profits of MREIC, such
excess would be treated for Federal income tax purposes as a return of capital
to the shareholder. Each participant will receive a Form
11
1099 showing total dividend income, the amount of any return of capital
distribution and the amount of any capital gain dividend for the year.
The holding period of Shares of Common Stock acquired under the Plan,
whether purchased with dividends or optional cash payments, will begin on the
day following the date on which the Shares were purchased for your account.
As a participant in the Plan you will not realize any taxable income
when you receive certificates for whole Shares credited to your account, either
upon your request for such certificates or upon withdrawal from or termination
of the Plan. However, you will recognize gain or loss (which, for most
participants, will be capital gain or loss) when whole Shares acquired under the
Plan are sold or exchanged after your withdrawal from or the termination of the
Plan. If such gain or loss is capital, it will be long- term capital gain or
loss if the shares sold are held for more than one year and will be short-term
capital gain or loss if the Shares sold are held for one year or less.
30. What is the responsibility of MREIC and the Agent under the Plan?
Neither MREIC nor the Agent nor its nominees, in administering the
Plan, will accept liability for any act done in good faith or for any good faith
omission to act, including, without limitation, any claim of liability arising
out of failure to terminate a participant's account upon such participant's
death prior to receipt of notice in writing of such death.
NEITHER MREIC NOR THE AGENT CAN ASSURE YOU OF A PROFIT OR PROTECT YOU AGAINST A
LOSS ON SHARES PURCHASED UNDER THE PLAN.
31. How are income tax withholding provisions applied to participants?
In the case of foreign participants who elect to have their dividends
reinvested or who elect to make optional cash payments and whose dividends are
subject to United States income tax withholding, an amount equal to the
dividends payable to such participants who elect to reinvest dividends, or the
amount of the optional cash payment made by a participant, less the amount of
tax required to be withheld, will be applied by the Agent to the purchase of
Shares of Common Stock. A Form 1042S, mailed to each foreign participant after
the final purchase of the calendar year, will show the amount of tax withheld in
that year. A Form 1099 will be mailed to domestic participants in the event that
Federal income tax withholding is imposed in the future on dividends to domestic
participants.
32. May the Plan be changed or discontinued?
MREIC reserves the right to modify, suspend or terminate the Plan at
any time. All participants will receive notice of any such action. Any such
modification, suspension or termination will not, of course, affect previously
executed transactions. MREIC also reserves the right to adopt, and from time to
time change, such administrative rules and regulations (not inconsistent in
substance with the basic provisions of the Plan then in effect)
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as it deems desirable or appropriate for the administration of the Plan. The
Agent reserves the right to resign at any time upon reasonable written notice to
MREIC.
The purpose of the Plan is to provide shareholders with a systematic
and convenient method of investing dividends and optional cash payments for
long-term investment. Use of the Plan for any other purpose is prohibited.
MREIC reserves the right to return optional cash payments to
subscribing shareholders if, in MREIC's opinion, the investment is not
consistent with the purposes of the Plan. Shareholders who establish multiple
accounts to circumvent the $1,000 per month limit on optional cash investments
are subject to MREIC's right to return all optional cash payments.
----------------------------------------
After the closing of the offering, all investors will be provided
annually with financial statements of Monmouth Real Estate Investment
Corporation, including a balance sheet and the related statements of income,
shareholders' equity and cash flows, accompanied by an independent auditors'
report stating that an audit of such financial statements has been made in
accordance with generally accepted auditing standards, stating the opinion of
the auditor with respect to the financial statements and the accounting
principles and practices reflected therein, and identifying any matters to which
the auditor takes exception and stating, to the extent practicable, the effect
of each such exception on such financial statements.
SPECIAL RULES TO PROTECT MREIC'S STATUS AS A QUALIFIED REAL ESTATE INVESTMENT
TRUST ("REIT") UNDER THE PROVISIONS OF THE INTERNAL REVENUE CODE
MREIC reserves the right not to issue shares under the Plan to any
shareholder holding more than 3% of MREIC's Shares. These shareholders may use
the Plan both for dividend reinvestment and for optional cash payments but no
Shares will be issued to any shareholder if the issuance could provide for the
disqualification of MREIC as a REIT under the provisions of the Internal Revenue
Code. The decision of MREIC in this regard is final and the particular
shareholders' only right shall be the return of any optional cash payment and
the return of dividends in cash.
MREIC also reserves the right to return optional cash payments to
subscribing shareholders if, in MREIC's opinion, the investment is not
consistent with the purposes of the Plan. This provision would cover
shareholders who sell short shares on the NASDAQ and use the optional cash
payment solely for purposes of attempting to earn the 5% differential. This
provision can also be invoked to prevent any shareholder from creating multiple
optional cash payment accounts. The purpose of the Plan is to provide
shareholders with a systematic and convenient method of investing dividends and
optional cash payments for long-term investment. Use of the Plan for any other
purpose is prohibited.
13
USE OF PROCEEDS
MREIC has no basis for estimating precisely either the number of Shares
of Common Stock that ultimately may be sold pursuant to the Plan or the prices
at which such Shares will be sold. However, MREIC proposes to use the net
proceeds from the sale of Shares of Common Stock pursuant to the Plan, when and
as received, to make investments in real estate and for other purposes. MREIC
considers the Plan to be a cost-effective means of expanding its equity capital
base and furthering its investment objectives while at the same time benefiting
holders of Shares of Common Stock.
EXPERTS
The financial statements and schedule of MREIC as of September 30, 2002
and 2001 and for each of the years in the three-year period ended September 30,
2002, included in MREIC's Annual Report on Form 10-K, have been incorporated by
reference herein and in the registration statement in reliance upon the report
of KPMG LLP, independent certified public accountants, incorporated by reference
herein, and upon the authority of said firm as experts in accounting and
auditing.
Mr. Eugene Landy has delivered an opinion regarding the legality of the
Shares offered hereby. Mr. Landy is also the Chief Executive Officer and a
director of MREIC and owns approximately 5% of the outstanding Shares of MREIC.
INDEMNIFICATION
The Maryland General Corporation Law ("MGCL") requires a corporation,
unless its charter provides otherwise, which MREIC's charter does not, to
indemnify a director or officer who has been successful, on the merits or
otherwise, in the defense of any proceeding to which the person is made a party
by reason of his or her service in that capacity. The MGCL permits a corporation
to indemnify its present and former directors and officers, among others, in
connection with any proceeding to which they may be made a party by reason of
their service in those or other capacities unless certain conditions are
established. MREIC's Articles of Incorporation provide for indemnification of
directors and officers to the full extent permitted or allowed under Maryland
law. In addition, MREIC has entered into indemnification agreements with its
directors and certain of its officers which generally provide that the Company
is required to indemnify such persons to the fullest extent permitted by law.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling MREIC
pursuant to the foregoing provisions, MREIC has been informed that, in the
opinion of the Securities and Exchange Commission, such indemnification is
against public policy as expressed in the Securities Act of 1933 and is
therefore unenforceable.
14
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
Not Applicable.
Item 15. Indemnification of Directors and Officers
Monmouth Real Estate Investment Company (the "Company") is organized in
the State of Maryland. The Maryland General Corporation Law ("MGCL") permits a
corporation to include in its charter a provision limiting the liability of its
directors and officers to the corporation and its stockholders for money damages
except for liability resulting from (i) actual receipt of an improper personal
benefit or profit in money, property or services or (ii) active and deliberate
dishonesty established by a final judgment as being material to the cause of
action.
The MGCL requires a corporation to indemnify its present and former
directors or officers who have been successful, on the merits or otherwise, in
the defense of any proceeding to which the person is made a party by reason of
his or her service in that capacity. The MGCL permits a corporation to indemnify
its present and former directors and officers in connection with any proceeding
to which they may be made a party by reason of their service in those or other
capacities unless it is established that (i) the act or omission of the
indemnified party was material to the matter giving rise to the proceeding and
(a) was committed in bad faith or (b) was the result of active and deliberate
dishonesty, (ii) the indemnified party actually received an improper personal
benefit in money, property or services or (iii) in the case of any criminal
proceeding, the indemnified party had reasonable cause to believe that the act
or omission was unlawful.
The indemnification may be against judgments, penalties, fines,
settlements and reasonable expenses actually incurred by the director or officer
in connection with the proceeding; provided, however, that if the proceeding is
one by or in the right of the Maryland corporation, indemnification may not be
made in respect of any proceeding in which the director or officer has been
adjudged to be liable to the corporation.
In addition, a director or officer of a Maryland corporation may not be
indemnified with respect to any proceeding charging improper personal benefit to
the director or officer in which the director or officer was adjudged to be
liable on the basis that personal benefit was improperly received. The
termination of any proceeding by conviction or upon a plea of nolo contendere or
its equivalent or an entry of an order of probation prior to judgment creates a
rebuttal presumption that the director or officer did not meet the requisite
standard of conduct required for permitted indemnification. The termination of
any proceeding by judgment, order or settlement, however, does not create a
presumption that the director or officer did not meet the requisite standard of
conduct for permitted indemnification.
II-1
As a condition to advancing expenses to a director who is a party to a
proceeding, the MGCL requires the Company to obtain (a) a written affirmation by
the director or officer of his or her good faith belief that he or she has met
the standard of conduct necessary for indemnification by the Company and (b) a
written statement by or on his or her behalf to repay the amount paid or
reimbursed by the Company if it is ultimately determined that the standard of
conduct was not met.
The Company's Articles of Incorporation provide that the Company must
indemnify its directors and officers, whether serving the Company or at its
request any other entity, to the full extent required or permitted by Maryland
law, including the advance of expenses under the procedures and to the full
extent permitted by law. The Company's Articles of Incorporation contain a
provision which limits a director's or officer's liability for monetary damages
to the Company or its stockholders.
The Company has entered into Indemnification Agreements with its
directors and certain officers which generally provide that the Company is
required to indemnify any director or officer who was, is or becomes a party to
or witness or other participant in: (i) any threatened, pending or completed
action, suit or proceeding in which such director or officer may be or may have
been involved, as a party or otherwise, by reason of the fact that the director
or officer was acting in his or her capacity as a director or officer of the
Company; or (ii) any inquiry, hearing or investigation that such director or
officer in good faith believes might lead to the institution of any such action,
suit or proceeding against any and all expenses, to the fullest extent permitted
by law.
Item 16. Exhibits.
Exhibit Description of Exhibit
Number Filed herewith:
------ --------------
(4) Specimen Authorization Card
(5) Opinion of Eugene W. Landy, Esq.
(23.1) Consent of Eugene W. Landy, Esq. (included in Exhibit 5).
Item 17. Undertakings.
The Registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3)of the
Securities Act of 1933.
II-2
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereto) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement, including (but not limited to) any addition or
deletion of a managing underwriter;
Provided, however, That paragraphs 1(i) and (1)(ii) of this
section do not apply if the registration statement is on Form S-3,
Form S-8 or Form F-3, and the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act
of 1934 that are incorporated by reference in the registration
statement.
2. That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
3. To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
4. The undersigned Registrant hereby undertakes that, for purposes of
determining liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
shall be deemed to be the initial bona fide offering thereof.
II-3
Signatures
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Township of Freehold, State of New Jersey on the 14th day of
July, 2003:
Monmouth Real Estate Investment Corporation
By: /s/ EUGENE W. LANDY
-------------------------------------------------
Printed Name: Eugene W. Landy
Title: Chairman of the Board and President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on this 14th day of July, 2003.
/s/ Eugene W. Landy /s/ Matthew I. Hirsch*
----------------------------------------------- -----------------------------------------------------
Eugene W. Landy Matthew I. Hirsch
Chairman of the Board, Director
President and Director
(Principal Executive Officer)
/s/ Cynthia J. Morgenstern* /s/Charles P. Kaempffer*
----------------------------------------------- -----------------------------------------------------
Cynthia J. Morgenstern Charles P. Kaempffer
Executive Vice President and Director Director
/s/ Ernest V. Bencivenga* /s/ Samuel A. Landy*
----------------------------------------------- -----------------------------------------------------
Ernest V. Bencivenga Samuel A. Landy
Treasurer and Director Director
/s/ Anna T. Chew* /s/ John R. Sampson*
----------------------------------------------- -----------------------------------------------------
Anna T. Chew John R. Sampson
Controller and Director Director
(Principal Financial and Accounting Officer)
/s/ Daniel D. Cronheim* /s/ Peter J. Weidhorn*
----------------------------------------------- -----------------------------------------------------
Daniel D. Cronheim Peter J. Weidhorn
Director Director
*By Eugene W. Landy, attorney in fact -----------------------------------------------------
Stephan B. Wolgin
Director
II-4
EXHIBIT INDEX
Exhibit Description of Exhibit
Number Filed herewith:
------ --------------
(4) Specimen Authorization Card
(5) Opinion of Eugene W. Landy, Esq.
(23.1) Consent of Eugene W. Landy, Esq. (included in Exhibit 5)
II-5