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Registration No.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
Under The Securities Act of l933
MONMOUTH CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)
New Jersey
(State or other jurisdiction of incorporation or organization)
21-0740878
(I.R.S. Employer Identification No.)
125 Wyckoff Road, Eatontown, N.J. 07724, Telephone No. 908-542-4927
(Address, including zip code, and telephone number,
including area of registrant's principal executive offices)
Eugene W. Landy, Esq., 125 Wyckoff Road, Eatontown, N.J. 07724
(Name and Address, including zip code, of agent for service)
Telephone No. 908-542-4555
(Telephone number, including area code, of agent for service)
Approximate date of commencement of proposed sale to the
public is as soon as possible after the effective date of
the Registration Statement.
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 145 under the Securities Act of 1933, other than
securities offered only in connection with dividend or
interest reinvestment plan, check the following box: ____
Calculation of Registration Fee
Title of Each Proposed Proposed
Class of maximum maximum
Securities Amount offering aggregate Amount of
to be to be price offering Registration
Registered Registered per unit* price Fee
Common Shares 500,000 $2.60 $1,300,000.00 $394.00
*Estimated solely for the purpose of determining the
registration fee pursuant to Rule 457(c) and based upon the
mean between the bid and asked prices in the NASDAQ Small
Cap Market on January 7, 1997.
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PROSPECTUS
MONMOUTH CAPITAL CORPORATION
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
The Dividend Reinvestment and Stock Purchase Plan (the
"Plan") of Monmouth Capital Corporation ("Monmouth")
described herein provides holders of Monmouth'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 brokerage commission or service
charge.
The proceeds of dividends reinvested in the Plan and
optional cash payments will be used to purchase original
issue Shares of Common Stock from Monmouth. The price of
Shares of Common Stock purchased with reinvested dividends
and optional cash payments will be 95% of the market price
(see Question 15).
Participants in the Plan may:
. Automatically reinvest cash dividends on all Shares
registered in their names.
. 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.
. Invest by making optional cash payments at any time of
not less than $500 per payment nor more than $40,000 per
month, 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.
Monmouth reserves the right to terminate the Plan at
any time.
The Plan does not represent a change in Monmouth'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 500,000 Shares of
Common Stock with $1.00 par value.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
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
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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 MONMOUTH. 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 MONMOUTH SINCE
THE DATE HEREOF. THIS PROSPECTUS DOES NOT CONSTITUTE AN
OFFER BY MONMOUTH OR ANY AGENT OF MONMOUTH 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 MONMOUTH OFFERED HEREBY AND IS NOT TO BE RELIED
UPON IN CONNECTION WITH THE PURCHASE OR SALE OF ANY OTHER
SECURITIES OF MONMOUTH.
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 _______, 1997.
AVAILABLE INFORMATION
Monmouth 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 Wiltshire Boulevard, Suite 500
East, Los Angeles, California. Copies of such material can
be obtained from the Public Reference Section of the
Commission in Washington, D.C. 20549 at prescribed rates.
Monmouth 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 Monmouth,
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
The following documents and portions of documents filed
by Monmouth with the Commission are hereby incorporated into
this Prospectus by reference:
(1) Monmouth's most recent Annual Report on Form 10-K
filed pursuant to the Exchange Act.
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(2) All other reports filed pursuant to the Exchange
Act, including reports on Form 10-Q and 8-K, since the end
of the fiscal year covered by the annual report.
(3) The description of Monmouth's Shares, $1.00 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.
(4) All documents filed by Monmouth 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 Ernest
V. Bencivenga, Monmouth Capital Corporation, 125 Wyckoff
Road, Eatontown, New Jersey 07724 (telephone number 908-542-
4927).
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 Monmouth. 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 Monmouth registered for sale under the Plan. It is
suggested that this Prospectus be retained for future
reference.
THE COMPANY
Monmouth is a corporation organized under the laws of
New Jersey. Monmouth's principal executive offices are
located at 125 Wyckoff Road, Eatontown, New Jersey 07724.
Monmouth's telephone number is 908-542-4927.
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 Monmouth is
set forth in the following questions and answers:
For further information concerning the Plan, please
address correspondence to:
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Ernest V. Bencivenga
Monmouth Capital Corporation
125 Wyckoff Road
Eatontown, New Jersey 07724
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 Monmouth with a convenient and
economical way of investing cash dividends and optional cash
payments in Shares of Common Stock of Monmouth at a 5%
discount from the market price prior to investment (see
Question 15) and without payment of any brokerage commission
or service charge. Since such Shares of Common Stock will
be purchased from Monmouth, Monmouth will receive additional
funds for general corporate purposes.
ADVANTAGES
2. What are the advantages of the Plan?
By participating in the Plan:
. You may purchase Shares of Common Stock at a 5%
discount from the market price (see Question 15) of Shares
of Common Stock of Monmouth by reinvesting cash dividends on
all or less than all of the Shares of Common Stock
registered in your name.
. 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 payment nor more than $40,000
per month.
. You pay no brokerage commission or service charge in
connection with investments under the Plan.
. Recordkeeping is simplified under the Plan by the
provision of a statement of account to each participant.
. 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 Securities Trust Company, P.O. Box 750,
Pittsburgh, Pennsylvania 15320, (the "Agent") administers
the Plan for participants, 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 Monmouth as agent for
participants in the Plan and credits the shares to the
accounts of the individual participants.
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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 because of the administration problems in
making such provision. 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 Monmouth.
5. How is the Plan to be interpreted?
Any question of interpretation arising under the Plan
will be determined by Monmouth and any such determination
will be final.
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 and a postage-paid return envelope may be
obtained at any time by writing to Monmouth Capital
Corporation, 125 Wyckoff Road, Eatontown, New Jersey 07724.
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
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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
28 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:
. To reinvest cash dividends automatically on all Shares
of Common Stock now and subsequently registered in your name
at 95% of the market price on the Investment Date (see
Question 15 for a description of how this is computed).
. 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
on the Investment Date and to continue to receive cash
dividends on the remaining Shares of Common Stock.
. To invest by making optional cash payments at any time
in any amount not less than $500 per payment nor more than
$40,000 per month, whether or not any dividends are being
automatically reinvested, at 95% of the market price on the
Investment Date.
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 and return envelope.
Any change concerning the reinvestment of dividends must be
received by the Agent not later than five days 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?
Monmouth may pay dividends in the future on an annual
basis, semi-annual basis or quarterly basis. Monmouth may
discontinue cash dividends for one or more quarters. In any
quarter in which no cash dividend is paid, participants may
nevertheless make optional cash payments.
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If your Authorization Card is received by the Agent
five calendar days prior to the record date for determining
the holders of shares entitled to receive any dividend
declared, reinvestment of your dividends will commence with
the next dividend. If your Authorization Card is received
subsequent to five calendar days prior 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
payments 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 $40,000 per month.
An optional cash payment may be made by enclosing a
check or money order with 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 Securities Trust Company". No interest
will be paid on optional cash payments held by the Agent
pending the purchase of Shares of Common Stock. (See
Questions 13 and 14).
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 next month's optional investment.
PURCHASES
12. 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
Monmouth. Shares will not be purchased in the open market.
13. 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. In order to allow sufficient time
for processing, 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 fifteenth (15th) of the
month.
14. What is the Investment Date?
The Investment Date for dividends will be the Dividend
Payment Date. For optional cash payments, the Investment
Date will be the fifteenth (15th) of each month. If an
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Investment Date falls on a Saturday, Sunday or holiday, the
Investment Date will be the next following business day.
15. What will be the price of Shares purchased under the
Plan?
The Officers of Monmouth 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
Small Cap Market. The Officers of Monmouth 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 Monmouth's Common
Stock on the NASDAQ Small Cap Market on the four trading
days including and preceding the Investment Date or 95% of
the average of the high and low sale prices of Monmouth's
Common Stock on the NASDAQ Small Cap Market on the
Investment Date. In the event there is no trading in the
Shares, or if for any reason Monmouth and the Agent have
difficulty in determining the price of Shares to be
purchased under the Plan, then Monmouth, on consultation
with the Agent, will use such other public report or sources
as Monmouth deems appropriate to determine the market price
and the appropriate 5% discount. If the reinvestment price
involves a fraction, it will be expressed in one-eighth of a
point, with a rounding out to the next higher one-eighth of
a point.
16. 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. Fractional
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 fractional share will be paid
in cash.
COSTS
17. Are there any costs to me for my purchases under the
Plan?
There are no brokerage fees for purchases of Shares of
Common Stock under the Plan because Shares are purchased
directly from Monmouth. All costs of administration of the
Plan will be paid by Monmouth. Brokers and nominees may
impose charges or fees in connection with their handling of
participation in the Plan by nominee and fiduciary accounts.
DIVIDENDS
18. 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.
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REPORTS TO PARTICIPANTS
19. 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 15), 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 28). 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
20. 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.
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
fractional share will be paid in cash.
Certificates for fractions of shares will not be issued
under any circumstances.
21. 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 20) before you can pledge such Shares.
22. 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).
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WITHDRAWAL FROM THE PLAN
23. 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 five calendar
days 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
five calendar days prior 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.
24. How do I withdraw from the Plan?
In order to withdraw from the Plan, you must send a
letter, stating that you wish to withdraw, to Mellon
Securities Trust Company, P.O. Box 750, Pittsburgh,
Pennsylvania 15230. When you withdraw from the Plan, or
upon termination of the Plan by Monmouth, certificates for
Shares credited to you account under the Plan will be issued
to you. Any fractional share will be paid in cash.
OTHER INFORMATION
25. 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.
26. What happens if Monmouth issues a stock dividend,
declares a stock split or has a rights offering?
Any stock dividends or split shares distributed by
Monmouth 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.
27. 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.
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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.
28. 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.
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.
29. What is the responsibility of Monmouth and the Agent
under the Plan?
Neither Monmouth 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 MONMOUTH NOR THE AGENT CAN ASSURE YOU OF A PROFIT OR
PROTECT YOU AGAINST A LOSS ON SHARES PURCHASED UNDER THE
PLAN.
30. 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
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dividends, or the amount of the optional cash payment made
by a participant, less the amount of tax required to be
withhold, 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 withhold 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.
31. May the Plan be changed or discontinued?
Monmouth 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. Monmouth 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) 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
Monmouth.
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.
Monmouth reserves the right to return optional cash
payments to subscribing shareholders if, in Monmouth's
opinion, the investment is not consistent with the purposes
of the Plan. Shareholders who establish multiple accounts
to circumvent the $40,000 per month limit on optional cash
investments are subject to Monmouth's right to return all
optional cash payments.
Monmouth would consider lowering or eliminating the
discount without prior notice to participants if for any
reason Monmouth believed that participants were engaging in
positioning and other transactions with the intent to
purchase Shares of Common Stock under the Plan and then
immediately resell such Shares of Common Stock in order to
capture the discount. Any participants who engage in such
transactions may be deemed to be underwriters within the
meaning of Section 2(11) of the Securities Act of 1933.
Monmouth reserves the right to return optional cash
payments to subscribing shareholders if, in Monmouth'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 Small Cap Market 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.
32. Provisions Applicable to New York Residents.
Optional cash payments made by New York residents will
be held in a trust fund account by PNC Bank, 125 Wyckoff Road,
Eatontown, New Jersey 07724, to be held in trust to be used
only for the purposes set forth in this Prospectus.
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After the closing of the offering, all investors will
be provided annually with financial statements of Monmouth
Capital Corporation, including a balance sheet and the
related statements of operations, shareholders' equity and
cash flows, accompanied by an independent auditor's 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 with respect to the
consistency of the application of the accounting principles,
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.
USE OF PROCEEDS
Monmouth 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, Monmouth proposes to use the net
proceeds from the sale of Shares of Common Stock pursuant to
the Plan, when and as received, for general corporate
purposes. Monmouth 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 schedules of Monmouth as
of March 31, 1996 and 1995, and for the years ended March
31, 1996 and 1995, included in Monmouth's Annual Report on
Form 10-K, have been incorporated by reference herein and in
the registration statement in reliance upon the report of
Cowan, Gunteski & Co., independent certified public
accountants, incorporated by reference herein, and upon the
authority of said firm as experts in accounting and
auditing.
INDEMNIFICATION
New Jersey Business Law empowers a corporation to
indemnify its directors, employees and agents against
certain expenses, judgments, fines and amounts incurred in
connection with such person's employment by the corporation.
Monmouth's By-laws provide for indemnification of directors
and officers to the full extent permitted or allowed under
New Jersey law.
Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to
directors, officers or persons controlling Monmouth pursuant
to the foregoing provisions, Monmouth 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.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
Inapplicable.
Item 15. Indemnification of Directors and Officers
Under the Articles of Incorporation, no Director,
Officer or agent of Monmouth is liable except for his own
bad faith, willful misfeasance, gross negligence or reckless
disregard of his duties. Directors are entitled to
indemnification (unless the above exceptions apply).
Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted pursuant
to the foregoing provisions to directors, officers, or
persons controlling the registrant, the registrant has been
informed that in the opinion of the Commission such
indemnification is against public policy as expressed in the
Securities Act and in the Commission's opinion is
unenforceable.
Item 16. Exhibits.
Exhibit
Number Description of Exhibit
Filed herewith:
4(c) Specimen Authorization Card
5 Opinion of Landy & Landy
24(b) Consent of Cowan, Gunteski & Co.
25 Powers of Attorney
Item 17. Undertakings.
Monmouth 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) 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;
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(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.
(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) 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.
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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 of 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 Borough of Eatontown,
State of New Jersey, on January 7, 1997.
Monmouth Capital Corporation
By /s/Eugene W. Landy
Eugene W. Landy
President and Director
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed by the
following persons in the capacities and on the dates
indicated.
Signature Title Date
/s/Eugene W. Landy President and Director January 7, 1997
Eugene W. Landy
/s/ Anna T. Chew Controller and Director January 7, 1997
Anna T. Chew
/s/Ernest V. Bencivenga Secretary/Treasurer and January 7, 1997
Ernest V. Bencivenga and Director
/s/Samuel A. Landy Director January 7, 1997
Samuel A. Landy
/s/Robert G. Sampson Director January 7, 1997
Robert G. Sampson
/s/Charles P. Kaempffer Director January 7, 1997
Charles P. Kaempffer
/s/W. Dunham Morey Director January 7, 1997
W. Dunham Morey
/s/Boniface DeBlasio Director January 7, 1997
Boniface DeBlasio
/s/James Mitchell Director January 7, 1997
James Mitchell
/s/Peter Weidhorn Director January 7, 1997
Peter Weidhorn
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EXHIBIT INDEX
Exhibit
Number Description of Exhibit
Filed herewith:
4(c) Specimen Authorization Card.
5 Opinion of Landy & Landy
24(b) Consent of Cowan, Gunteski & Co.
25 Powers of Attorney
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EXHIBIT 4(c)
Specimen Authorization Card
AUTHORIZATION CARD
MONMOUTH CAPITAL CORPORATION DIVIDEND REINVESTMENT AND STOCK
PURCHASE PLAN
I wish to participate in the Dividend Reinvestment and Stock
Purchase Plan (the "Plan") for the purchase of whole and
fractional shares of Common Stock ("Shares") of Monmouth
Capital Corporation (the "Company") as follows:
__________ FULL DIVIDEND REINVESTMENT. I want to
reinvest dividends on all Shares now or hereafter registered
in my name and on all Shares held for me by the Plan
Administrator. I may also make optional cash deposits.
__________ PARTIAL DIVIDEND REINVESTMENT. I want to
reinvest cash dividends on only ________ Shares registered
in my name and want my cash dividends on the rest of my
Shares. I understand that dividends on all Shares held for
me by the Plan Administrator will be reinvested. I may also
make optional cash deposits.
__________ OPTIONAL CASH DEPOSITS ONLY. I want to make
only optional cash deposits. I do not want to reinvest
dividends on Shares registered in my name. I understand
that dividends on all Shares held for me by the Plan
Administrator will be reinvested. My check in the amount of
$___________ is enclosed.
My participation is subject to the provisions of the Plan as
set forth in the Prospectus relating to the Shares offered
pursuant to the Plan.
________________________ _______________________
Social Security or Tax I.D. No. Date
________________________ _______________________
Print Name(s) of Registered Owner(s) Signature(s) of
Registered owner(s)
Make checks payable to Mellon Securities Trust Company, P.O.
Box 444, Pittsburgh, Pennsylvania 15230-9800.
SHAREHOLDERS ALL OF WHOSE SHARES ARE IN NOMINEE OR STREET
NAME ONLY MAY ELECT OPTIONAL CASH PAYMENTS. CERTIFICATION
ON THE REVERSE OF CARD MUST BE COMPLETED.
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OWNER CERTIFICATION OF SHARES IN STREET OR NOMINEE NAME AND
ENROLLMENT IN PLAN
(TO BE USED ONLY BY SHAREHOLDERS ALL OF WHOSE SHARES ARE IN
NOMINEE OR STREET NAME)
Name of Broker or Nominee Holding Shares for Shareholder:
___________________________________________________________
Number of Shares held by Broker or Nominee: ______________
I wish to make optional cash payments to the Plan. My check
in the amount of $______ is enclosed. My Plan Account is to
be maintained as follows (PLEASE PRINT):
____________________________________________
Name Street City State Zip
______________________________
Social Security/Tax I.D. No.
___________________________________
Date
I HEREBY CERTIFY THAT I AM THE OWNER OF THE SHARES OF
MONMOUTH CAPITAL CORPORATION INDICATED ABOVE.
____________________________________
Signature
IF ADDRESS IS NOT PROPERLY SHOWN, PLEASE CORRECT BEFORE
RETURNING.
THIS IS NOT A PROXY.
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January 6, 1997
Monmouth Capital Corporation
125 Wyckoff Road
Eatontown, New Jersey 07724
Gentlemen:
We have acted as counsel to Monmouth Capital
Corporation (the "Corporation") in connection with the
Registration Statement of the Corporation on Form S-3 (the
"Registration Statement"), under the Securities Act of 1933,
as amended, for the registration of 500,000 Shares of Common
Stock, $1.00 par value, of the Corporation (the "Shares").
The Shares are to be issued under and pursuant to the
provisions of the Corporation's Dividend Reinvestment and
Stock Purchase Plan (the "Plan"). Except as otherwise
defined herein, capitalized terms herein are used herein as
defined in the Registration Statement.
For purposes of our opinion, we have examined and
relied upon:
(a) A copy of the Articles of Incorporation of the
Corporation, as amended to date (the "Articles of
Incorporation");
(b) A copy of resolutions adopted by the Board of
Directors of the Corporation at a meeting held on December
12, 1996, authorizing the issuance and sale of the Shares
pursuant to the Plan and related matters, certified by the
Secretary of the Corporation; and
(c) The Registration Statement, including the Plan.
Based on the foregoing and subject to the
qualifications stated in the penultimate paragraph of this
opinion, it is our opinion:
(1) The Corporation has been duly established and is
existing under its Articles of Incorporation as an
incorporated New Jersey corporation and has made all filings
required to be made under New Jersey law.
(2) The Shares have been duly authorized and reserved
for issuance and, when issued and paid for in accordance
with the Plan, will be validly issued, fully paid and
nonassessable by the Corporation.
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Monmouth Capital Corporation
January 6, 1997
Page 2
We hereby consent to the filing of this opinion as an
Exhibit to the Registration Statement.
Very truly yours,
LANDY & LANDY
/s/Eugene W. Landy
Eugene W. Landy
EWL:ec
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EXHIBIT 24(b)
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
January 6, 1997
Board of Directors
Monmouth Capital Corporation
Eatontown, New Jersey
We consent to the incorporation by reference in the
Registration Statement of Monmouth Capital Corporation on
Form S-3 relating to a dividend reinvestment plan to
stockholders of our report dated May 20, 1996 on our
examinations of the financial statements of Monmouth Capital
Corporation as of March 31, 1996 and 1995 and for each of the
three years ended March 31, 1996, which report was included in
the Annual Report on Form 10-K for the year ended March 31,
1996.
We also consent to the reference to our firm under the
caption "Experts" in the Registration Statement and related
Prospectus.
/s/Cowan, Gunteski & Co.
Cowan, Gunteski & Co.
Certified Public Accountants
Toms River, New Jersey
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EXHIBIT 25
POWER OF ATTORNEY
We, the undersigned Officers and Directors of Monmouth
Capital Corporation, hereby severally constitute Eugene W.
Landy and Ernest V. Bencivenga, and each of them singly, our
true and lawful; attorneys, with full power to them and each
of them to sign for us, and in our names in the capacities
indicated below, any and all registration statements and
amendments to registration statements filed with the
Securities and Exchange Commission for the purpose of
registering Shares of Common Stock of Monmouth Capital
Corporation to be issued pursuant to the Monmouth Capital
Corporation Dividend Reinvestment and Stock Purchase Plan,
hereby ratifying and confirming our signatures as they may
be signed by our said attorneys to any and all said
registration statements and amendments to registration
statements.
WITNESS our hands on the date set forth below.
Signature Title Date
/s/Eugene W. Landy President and Director January 7, 1997
Eugene W. Landy
/s/Anna T. Chew Controller and Director January 7, 1997
Anna T. Chew
/s/Ernest V. Bencivenga Secretary/Treasurer and January 7, 1997
Ernest V. Bencivenga Director
/s/Samuel A. Landy Director January 7, 1997
Samuel A. Landy
/s/Charles P. Kaempffer Director January 7, 1997
Charles P. Kaempffer
/s/Robert G. Sampson Director January 7, 1997
Robert G. Sampson
/s/W. Dunham Morey Director January 7, 1997
W. Dunham Morey
/s/Boniface DeBlasio Director January 7, 1997
Boniface DeBlasio
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Title Date
/s/James Mitchell Director January 7, 1997
James Mitchell
/s/Peter Weidhorn Director January 7, 1997
Peter Weidhorn
PAGE 2 OF SIGNATURE PAGE TO EXHIBIT 25 POWER OF ATTORNEY OF
FORM S-3 REGISTRATION STATEMENT OF MONMOUTH CAPITAL
CORPORATION
25
