SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No ___)
Monmouth Capital Corporation
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(Name of Issuer)
Common Stock, par value $1.00
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(Title of Class of Securities)
609524103
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(CUSIP Number)
Louis J. Bevilacqua, Esq., Cadwalader Wickersham & Taft,
100 Maiden Lane, New York, NY 10038
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 23, 1996
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(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box |_|.
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) 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).
CUSIP NO. 609524103.
<PAGE>
SCHEDULE 13D
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CUSIP No. 609524103
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Walter Carucci
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)(a) /X/ (b)/_/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
PF
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) /_/
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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7 SOLE VOTING POWER
123,110
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 123,110
PERSON
WITH ---------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
124,031
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) /_/
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.4%
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14 TYPE OF REPORTING PERSON (See Instructions)
IN
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<PAGE>
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CUSIP No. 609524103
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Carucci Family Partners
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)(a) /X/ (b) /_/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
WC
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) /_/
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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7 SOLE VOTING POWER
33,842
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 33,842
PERSON
WITH ---------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
124,031
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) /_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.4%
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14 TYPE OF REPORTING PERSON (See Instructions)
PN
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<PAGE>
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CUSIP No. 609524103
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Carr Securities Corporation
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)(a) /X/ (b) /_/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
WC
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) /_/
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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7 SOLE VOTING POWER
921
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 921
PERSON
WITH ---------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
124,031
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) /_/
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.4%
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14 TYPE OF REPORTING PERSON (See Instructions)
CO
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<PAGE>
Item 1. Security and Issuer
This Statement relates to shares of common stock, $1.00 par value per
share, (the "Common Stock"), of Monmouth Capital Corporation (the "Issuer").
This Schedule 13D is being filed on behalf of Walter Carucci, Carucci Family
Partners, and Carr Securities Corporation (collectively, the "Reporting
Persons"). The Reporting Persons may be deemed to constitute a "group" under
Regulation 13D. The Issuer's principal executive office is located at 125
Wyckoff Road, Eatontown, New Jersey 07724.
Item 2. Identity and Background
1.(a) Walter Carucci
(b) c/o Carr Securities Corporation, 1 Penn Plaza,
New York, NY 10114
(c) President and a Director of Carr Securities Corporation.
General Partner of Carucci Family Partners.
(d) No.
(e) No.
(f) U.S.A.
2.(a) Carucci Family Partners
(b) c/o Carr Securities Corporation, 1 Penn Plaza,
New York, NY 10114
(c) Investing in debt and equity securities. The General
Partners of Carucci Family Partners are Walter Carucci,
Clara Carucci and Mitchell Carucci.
(d) No.
(e) No.
(f) New York
3.(a) Clara Carucci
(b) 33 Lighthouse Road, Great Neck, New York 11024
(c) No principal occupation. General Partner of Carucci
Family Partners, Vice President, Treasurer and a Director
of Carr Securities Corporation.
(d) No.
(e) No.
(f) U.S.A.
4.(a) Mitchell Carucci
(b) 33 Lighthouse Road, Great Neck, New York 11024
(c) Photographer. General Partner of Carucci Family Partners.
(d) No.
(e) No.
(f) U.S.A.
5.(a) Carr Securities Corporation
(b) 1 Penn Plaza, New York, NY 10114
(c) Investing in debt and equity securities.
(d) Not applicable.
(e) Not applicable.
(f) New York
Item 3. Source and Amount of Funds or Other Consideration
See Item 5.
Item 4. Purpose of Transaction
The Reporting Persons have acquired the shares for investment purposes. The
Reporting Persons do not have any present plan, proposal, or intention which
relates to or would result in any action with respect to the matters listed in
paragraphs (b) through (j) of Item 4 of Schedule 13D. The Reporting Persons may
dispose of or acquire additional securities of the Issuer in privately
negotiated transactions, market transactions or otherwise. The Reporting Persons
intend to exercise their rights as shareholders in accordance with their best
interests.
Item 5. Interest in Securities of the Issuer
(a) Based on a discussion with the Secretary of the Issuer, as of December
23, 1996, the Issuer had issued and outstanding 1,324,258 shares of Common
Stock.
Walter Carucci may be considered the beneficial owner of 123,110 shares of
Common Stock or 9.3% of the outstanding Common Stock, consisting of (i) 20,442
shares owned personally by Walter Carucci, (ii) 23,342 shares owned by the
Walter Carucci IRA, which Walter Carucci has the sole power to vote and dispose
of, (iii) 33,842 shares owned by Carucci Family Partners, which Walter Carucci
has the sole power to vote and dispose of, (iv) 23,842 shares owned by Clara
Carucci, which Walter Carucci has the sole power to vote and dispose of, and (v)
21,642 shares owned by Mitchell Carucci, of which Walter Carucci has the sole
power to vote and dispose of.
Carucci Family Partners is the beneficial owner of 33,842 shares of Common
Stock or 2.6% of the outstanding Common Stock. Walter Carucci may be considered
the beneficial owner of the shares owned by Carucci Family Partners, because he
has the sole power to vote and dispose of the Common Stock owned by CFP. Carucci
Family Partners has three General Partners, Walter Carucci, Clara Carucci, and
Mitchell Carucci. Clara Carucci and Mitchell Carucci have appointed Walter
Carucci as Attorney-in-Fact, with sole power to vote or dispose of the Common
Stock owned by Carucci Family Partners. Copies of these Powers of Attorney
appointing Walter Carucci as Attorney in Fact are attached as Exhibits A and B
to this Schedule 13D.
Carr Securities Corporation is the beneficial owner of 921 shares of Common
Stock or 0.1% of the outstanding Common Stock.
Clara Carucci has the economic interest in 23,842 shares of Common Stock.
Clara Carucci has appointed Walter Carucci as Attorney-in-Fact, with the sole
power to vote or dispose of the Common Stock owned by Clara Carucci. A copy of
the Power of Attorney appointing Walter Carucci as Attorney-in-Fact is attached
as Exhibit C to this Schedule 13D. Walter Carucci may be considered the
beneficial owner of the Common Stock owned by Clara Carucci.
Mitchell Carucci has the economic interest in 20,442 shares of Common
Stock. Mitchell Carucci has appointed Walter Carucci as Attorney-in-Fact, with
the sole power to vote or dispose of the Common Stock owned by Mitchell Carucci.
A copy of the Power of Attorney appointing Walter Carucci as Attorney-in-Fact is
attached as Exhibit D to this Schedule 13D. Walter Carucci may be considered the
beneficial owner of the Common Stock owned by Mitchell Carucci.
The Reporting Persons may constitute a group for purposes of Regulation
13D. As a member of a group, each of the Reporting Persons may be deemed to
beneficially own the shares of Common Stock beneficially owned by each of the
other Reporting Persons, which in the aggregate is 124,031 shares of Common
Stock or 9.4% of the total shares of Common Stock outstanding.
Neither the filing of this Schedule 13D nor any of its contents shall be
deemed to constitute an admission that any Reporting Person is the beneficial
owner of any of the shares of Common Stock owned by another Reporting Person for
purposes of Section 13(d) of the Exchange Act or for any other purpose, and such
beneficial ownership is expressly disclaimed.
(b)
<TABLE>
<CAPTION>
Walter Carucci Clara Mitchell Carr
Carucci Family Carucci Carucci Securities
Partners Corporation
- ---------------- --------------- --------------- -------------- --------------- ---------------
- ---------------- --------------- --------------- -------------- --------------- ---------------
<S> <C> <C> <C> <C> <C>
Sole Power to 123,110 33,842 -0- -0- 921
vote/ direct
vote
- ---------------- --------------- --------------- -------------- --------------- ---------------
- ---------------- --------------- --------------- -------------- --------------- ---------------
Shared Power -0- -0- -0- -0- -0-
to vote/direct
vote
- ---------------- --------------- --------------- -------------- --------------- ---------------
- ---------------- --------------- --------------- -------------- --------------- ---------------
Sole Power to 123,110 33,842 -0- -0- 921
dispose/
direct
disposition
- ---------------- --------------- --------------- -------------- --------------- ---------------
- ---------------- --------------- --------------- -------------- --------------- ---------------
Shared Power -0- -0- -0- -0- -0-
to dispose/
direct
disposition
- ---------------- --------------- --------------- -------------- --------------- ---------------
</TABLE>
(c) During the past sixty days, the following transactions in the Common
Stock were effected:
On October 22, 1996, Carucci Family Partners bought 7,000 shares of Common
Stock from Carr Securities Corporation for $18,900. On October 31, 1996, Carucci
Family Partners bought 2,000 shares of Common Stock from Carr Securities
Corporation for $5,500. On November 20, 1996, Carr Securities Corporation bought
1,000 shares of Common Stock on the open market for $2,500. On November 20,
1996, Carr Securities Corporation sold 100 shares of Common Stock on the open
market for $225. On November 21, 1996, Carr Securities Corporation sold 500
shares of Common Stock on the open market for $1,125. On November 21, 1996, Carr
Securities Corporation sold 100 shares of Common Stock on the open market for
$237.50.
On December 23, 1996, Walter Carucci purchased 16,842 shares of Common
Stock from the Company for $40,000 cash. On December 23, 1996, the Walter
Carucci IRA purchased 16,842 shares of Common Stock from the Company for $40,000
cash. On December 23, 1996, Carucci Family Partners purchased 16,842 shares of
Common Stock from the Company for $40,000 cash. On December 23, 1996, Mitchell
Carucci purchased 16,842 shares of Common Stock from the Company for $40,000
cash. On December 23, 1996, Clara Carucci purchased 16,842 shares of Common
Stock from the Company for $40,000 cash.
Funds used by Walter Carucci, the Walter Carucci IRA, Clara Carucci, and
Mitchell Carucci to purchase shares of Common Stock came from personal funds.
Funds used by Carucci Family Partners and Carr Securities Corporation to
purchase shares of Common Stock came from working capital.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
Clara Carucci and Mitchell Carucci have appointed Walter Carucci as
Attorney-in-Fact to purchase, sell or vote any security by or on behalf of
Carucci Family Partners, and to prepare and sign all documents required by
federal and state securities laws and by the Securities and Exchange Commission
with respect to the holdings of Carucci Family Partners. The Powers of Attorney
appointing Walter Carucci are attached as Exhibits A and B to this Schedule 13D.
Clara Carucci and Mitchell Carucci have also appointed Walter Carucci as
Attorney-in-Fact to purchase, sell or vote any security owned by them and to
prepare and sign all documents required by federal and state securities laws and
by the Securities and Exchange Commission with respect to their holdings in
Monmouth Capital Corporation. The Powers of Attorney appointing Walter Carucci
are attached as Exhibits C and D to this Schedule 13D.
Item 7. Material to Be Filed as Exhibits
Exhibit A - Power of Attorney of Clara Carucci appointing Walter Carucci as
Attorney-in-Fact for Carucci Family Partners
Exhibit B - Power of Attorney of Mitchell Carucci appointing Walter Carucci
as Attorney-in-Fact for Carucci Family Partners
Exhibit C - Power of Attorney of Clara Carucci appointing Walter Carucci as
Attorney-in-Fact for the Common Stock owned by Clara Carucci
Exhibit D - Power of Attorney of Mitchell Carucci appointing Walter Carucci
as Attorney-in-Fact for the Common Stock owned by Mitchell Carucci
<PAGE>
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.
Dated: January 2, 1997
Carucci Family Partners Walter Carucci
/s/ Walter Carucci /s/ Walter Carucci
- --------------------------- -------------------
By: Name: Walter Carucci
Title: General Partner
Carr Securities Corporation
/s/ Walter Carucci
- ----------------------------
By: Name: Walter Carucci
Title: President
EXHIBIT A
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that, I, Clara Carucci, a general partner of
Carucci Family Partners ("CFP"), residing at 33 Lighthouse Rd., Great Neck, New
York 11024, hereby appoint Walter Carucci, 17 Battery Place, New York, NY 10004,
as my Attorney-in-Fact, to act in my capacity as partner of CFP and for my
benefit and for the benefit of CFP and on behalf of CFP with sole and exclusive
authority to do the following:
-- To purchase or sell any security on behalf of Carucci Family
Partners.
-- To vote any securities now or hereafter held by Carucci Family
Partners.
-- To prepare and sign all documents required by federal and state
securities laws and by the Securities and Exchange Commission
with respect to the holdings of Carucci Family Partners.
I hereby grant to my Attorney-in-Fact full right, power, and authority to
do every act, deed, and thing requisite, necessary or advisable to be done
concerning the above powers, as fully, to all intents and purposes, as I might
or could do if personally present and acting, with full power of substitution
and revocation, hereby ratifying and confirming all that said Attorney-in-Fact
or substitute shall lawfully do or cause to be done by virtue hereof.
This Power of Attorney shall become effective immediately, and shall not be
affected by my disability or lack of mental competence, and shall continue
effective until my death; provided, however, that this Power may be revoked by
me as to my Attorney-in-Fact at any time by written notice to my
Attorney-in-Fact.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as
of March 1, 1994.
/s/ Clara Carucci
------------------
Clara Carucci
as Partner, Carucci Family Partners
<PAGE>
STATE/COMMONWEALTH OF NEW YORK )
) ss:
COUNTY/PARISH/BOROUGH OF NASSAU )
On this 1st day of March, 1994, before me, the undersigned, a Notary Public for
the State/Commonwealth of New York, personally appeared Clara Carucci to me
known (or to me proved) to be the identical person named in and who executed the
above Power of Attorney, and acknowledged that such person executed it as such
person's voluntary act and deed.
/s/ John D. Browning
---------------------
Notary Public
John D. Browning
Notary Public, State of New York
No. 30-4914718
Qualified in Nassau County
Certificate Filed in New York County
Commission Expires November 23, 1995
EXHIBIT B
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that, I, Mitchell Carucci, a general partner
of Carucci Family Partners ("CFP"), residing at 33 Lighthouse Rd., Great Neck,
New York 11024, hereby appoint Walter Carucci, 17 Battery Place, New York, NY
10004, as my Attorney-in-Fact, to act in my capacity as partner of CFP and for
my benefit and for the benefit of CFP and on behalf of CFP with sole and
exclusive authority to do the following:
-- To purchase or sell any security on behalf of Carucci Family Partners.
-- To vote any securities now or hereafter held by Carucci Family
Partners.
-- To prepare and sign all documents required by federal and state
securities laws and by the Securities and Exchange Commission with
respect to the holdings of Carucci Family Partners.
I hereby grant to my Attorney-in-Fact full right, power, and authority to
do every act, deed, and thing requisite, necessary or advisable to be done
concerning the above powers, as fully, to all intents and purposes, as I might
or could do if personally present and acting, with full power of substitution
and revocation, hereby ratifying and confirming all that said Attorney-in-Fact
or substitute shall lawfully do or cause to be done by virtue hereof.
This Power of Attorney shall become effective immediately, and shall not be
affected by my disability or lack of mental competence, and shall continue
effective until my death; provided, however, that this Power may be revoked by
me as to my Attorney-in-Fact at any time by written notice to my
Attorney-in-Fact.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as
of March 1, 1994.
/s/ Mitchell Carucci
--------------------
Mitchell Carucci
as Partner, Carucci Family Partners
<PAGE>
STATE/COMMONWEALTH OF NEW YORK )
) ss:
COUNTY/PARISH/BOROUGH OF NASSAU )
On this 1st day of March, 1994, before me, the undersigned, a Notary Public for
the State/Commonwealth of New York, personally appeared Mitchell Carucci to me
known (or to me proved) to be the identical person named in and who executed the
above Power of Attorney, and acknowledged that such person executed it as such
person's voluntary act and deed.
/s/ John D. Browning
---------------------
Notary Public
John D. Browning
Notary Public, State of New York
No. 30-4914718
Qualified in Nassau County
Certificate Filed in New York County
Commission Expires November 23, 1995
EXHIBIT C
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that, I, Clara Carucci, residing at 33
Lighthouse Rd., Great Neck, New York 11024, hereby appoint Walter Carucci, One
Penn Plaza, New York, New York 10119, as my Attorney-in-Fact, to act in my
capacity for my benefit with sole and exclusive authority to do the following:
-- To purchase or sell any security of Monmouth Capital Corporation on
behalf of Clara Carucci.
-- To vote any securities of Monmouth Capital Corporation now or
hereafter held by Clara Carucci.
-- To prepare and sign all documents required by federal and state
securities laws and by the Securities and Exchange Commission with
respect to the holdings of Clara Carucci in Monmouth Capital
Corporation.
I hereby grant to my Attorney-in-Fact full right, power, and authority to
do every act, deed, and thing requisite, necessary or advisable to be done
concerning the above powers, as fully, to all intents and purposes, as I might
or could do if personally present and acting, with full power of substitution
and revocation, hereby ratifying and confirming all that said Attorney-in-Fact
or substitute shall lawfully do or cause to be done by virtue hereof.
This Power of Attorney shall become effective immediately, and shall not be
affected by my disability or lack of mental competence, and shall continue
effective until my death; provided, however, that this Power may be revoked by
me as to my Attorney-in-Fact at any time by written notice to my
Attorney-in-Fact.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as
of December 1, 1996.
/s/ Clara Carucci
----------------------
Clara Carucci
/s/ John D. Browning
----------------------
Notary Public
John D. Browning
Notary Public, State of New York
No. 30-4914718
Qualified in Nassau County
Certificate Filed in New York County
Commission Expires November 23, 1997
EXHIBIT D
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that, I, Mitchell Carucci, residing at 33
Lighthouse Rd., Great Neck, New York 11024, hereby appoint Walter Carucci, One
Penn Plaza, New York, New York 10119, as my Attorney-in-Fact, to act in my
capacity for my benefit with sole and exclusive authority to do the following:
-- To purchase or sell any security of Monmouth Capital Corporation
on behalf of Mitchell Carucci.
-- To vote any securities of Monmouth Capital Corporation now or
hereafter held by Mitchell Carucci.
-- To prepare and sign all documents required by federal and state
securities laws and by the Securities and Exchange Commission
with respect to the holdings of Mitchell Carucci in Monmouth
Capital Corporation.
I hereby grant to my Attorney-in-Fact full right, power, and authority to
do every act, deed, and thing requisite, necessary or advisable to be done
concerning the above powers, as fully, to all intents and purposes, as I might
or could do if personally present and acting, with full power of substitution
and revocation, hereby ratifying and confirming all that said Attorney-in-Fact
or substitute shall lawfully do or cause to be done by virtue hereof.
This Power of Attorney shall become effective immediately, and shall not be
affected by my disability or lack of mental competence, and shall continue
effective until my death; provided, however, that this Power may be revoked by
me as to my Attorney-in-Fact at any time by written notice to my
Attorney-in-Fact.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as
of December 1, 1996, with regard to the stock of Monmouth Capital only.
/s/ Mitchell Carucci
---------------------
Mitchell Carucci
/s/ John D. Browning
---------------------
Notary Public
John D. Browning
Notary Public, State of New York
No. 30-4914718
Qualified in Nassau County
Certificate Filed in New York County
Commission Expires November 23, 1997
