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UNITED STATES
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 ($1.00 Par)
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(Title of Class of Securities)
#609524-10-3
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(CUSIP NUMBER)
Mitchell Partners, a California Limited Partnership, c/o James E. Mitchell,
General Partner
611 Anton Boulevard, Suite 1110, Costa Mesa, CA 92626 (Ph. 714-432-5300)
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Voluntary Filing
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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 [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
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).
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SCHEDULE 13D
CUSIP NO. 609524-10-3 PAGE 2 OF 6 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mitchell Partners, a California limited partnership
James E. Mitchell
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
James E. Mitchell is the sole general partner of Mitchell Partners, a (a) [X]
California limited partnership with sole control over all matters (b) [ ]
relating to investment and voting control.
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
Working capital of Mitchell Partners (WC)
Personal funds of James E. Mitchell (PF)
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
None [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Mitchell Partners-California
James E. Mitchell-California
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7 SOLE VOTING POWER
Mitchell Partners - 65,641
James E. Mitchell - 4,690
(James E. Mitchell has sole voting power as to all
shares)
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY Not applicable
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING Mitchell Partners - 65,641
James E. Mitchell - 4,690
PERSON (James E. Mitchell has sole dispositive power as to
WITH all shares)
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10 SHARED DISPOSITIVE POWER
Not applicable
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Mitchell Partners - 65,641 shares (5.97% of total shares outstanding of
1,100,071)
James E. Mitchell - 4,690 shares (0.43% of the total shares outstanding
1,100,071)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Mitchell Partners - 5.97% of total shares outstanding of 1,100,071
James E. Mitchell - 0.43% of total shares ourstanding of 1,100,071
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14 TYPE OF REPORTING PERSON*
Mitchell Partners - Limited Partnership (PN)
James E. Mitchell - Individual (IN)
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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CUSIP No. 609524-10-3 Page 3 of 6
ITEM 1. SECURITY AND ISSUER.
The securities that are the subject of this statement consist of common stock
($1.00 par value) of Monmouth Capital Corporation (the "Issuer"). The name
and the address of the principal executive offices of the Issuer are as follows:
Monmouth Capital Corporation
Midlantic National Bank Building
125 Wyckoff Road
P.O. Box 335
Eatontown, New Jersey 07724
Attention: Corporate Secretary
ITEM 2. IDENTITY AND BACKGROUND.
(a) This statement is filed on behalf of Mitchell Partners, Ltd., a
California limited partnership, and James E. Mitchell.
(b) The business address of Mitchell Partners and James E. Mitchell is:
James E. Mitchell
Mitchell Partners, Ltd.
611 Anton Boulevard, Suite 1110
Costa Mesa, California 92626
(c) (1) The principal business of Mitchell Partners, Ltd. is in
securities investment. Mitchell Partners, Ltd. is not an operating company, and
it has no subsidiaries.
(2) The principal occupation of James E. Mitchell is that of a
private investor and the sole general partner of Mitchell Partners, Ltd.
(d) Neither Mitchell Partners, Ltd. nor James E. Mitchell has during
the last five (5) years been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) Neither Mitchell Partners, Ltd. nor James E. Mitchell was during
the last five (5) years a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and, as a result of such
proceeding, was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
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CUSIP No. 609524-10-3 Page 4 of 6
(f) (1) Mitchell Partners, Ltd. is a California limited partnership
with its principal executive offices in California. James E. Mitchell is the
sole general partner of Mitchell Partners, Ltd.
(2) James E. Mitchell is a United States citizen and resident of
California.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) Mitchell Partners, Ltd. used general working capital funds to
acquire the additional 8,331 shares of common stock of the Issuer.
(b) Personal funds of James E. Mitchell have been used to acquire his
current holdings of 4,690 shares of common stock of the Issuer in various
transactions since 1983. No personal funds of James E. Mitchell were used
directly to acquire any shares for his sole account during 1997 to date.
(c) Neither Mitchell Partners, Ltd. nor James E. Mitchell has used
borrowed funds to acquire the subject securities.
(d) The subject securities transactions were all effected in the
ordinary course of business by Mitchell Partners, Ltd. and James E. Mitchell
personally through registered broker-dealers. The most recent purchases, on
February 10, 1997, April 15, 1997 and April 29, 1997, by Mitchell Partners,
Ltd. were for 3,200 shares, 801 shares and 4,330 shares at a price of $3.00,
$3.375 and $3.10 per share, respectively.
ITEM 4. PURPOSE OF TRANSACTION.
All transactions for the purchase or sale of the common stock of the
Issuer by both Mitchell Partners, Ltd. and James E. Mitchell were conducted for
investment purposes in the ordinary course of business and not for the purpose
of gaining control of the Issuer. Neither Mitchell Partners, Ltd. nor James E.
Mitchell has any plans or proposals that relate to (i) any extraordinary
corporate transaction, (ii) any sale or transfer of a material amount of assets
of the Issuer or any of its subsidiaries, (iii) any change in the present Board
of Directors or management of the Issuer, (iv) any material change in the
present capitalization or dividend policy of the Issuer, (v) any other material
change in the Issuer's business or corporate structure, (vi) any changes in the
Issuer's charter, bylaws or instruments corresponding thereto, or other actions
that may impede the acquisition or control of the Issuer by any person, (vii)
causing a class of securities of the Issuer to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities association, (viii) a class
of equity securities of the Issuer becoming eligible for termination of
registration pursuant to
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CUSIP No. 609524-10-3 Page 5 of 6
Section 12(g)(4) of the Securities Exchange Act of 1934, as amended, or (ix) any
other material changes in the operation, management, structure or financial
condition of the Issuer. Both Mitchell Partners, Ltd. and James E.
Mitchell intend to continue to conduct investment activities related to the
securities of the Issuer in the ordinary course of business.
ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER.
(a) (1) Mitchell Partners, Ltd. owns 65,641 shares of common stock of
the Issuer, which equals approximately 5.97% of the total 1,100,071 outstanding
shares of common stock of the Issuer.
(2) James E. Mitchell owns 4,690 shares of common stock of the
Issuer, which equals approximately 0.43% of the total 1,100,071 outstanding
shares of common stock of the Issuer.
(b) With respect to all shares of common stock of the Issuer held by
either Mitchell Partners, Ltd., James E. Mitchell has the sole power to vote and
the sole power to dispose.
(c) (1) Mitchell Partners, Ltd. acquired 3,200 shares of common stock
of the Issuer at $3.00 per share in a purchase transaction conducted in the
ordinary course of business through a registered broker-dealer that closed on
February 10, 1997.
(2) Mitchell Partners, Ltd. acquired 801 shares of common stock
of the Issuer at $3.375 per share in a purchase transaction conducted in the
ordinary course of business through a registered broker-dealer that closed on
April 15, 1997.
(3) Mitchell Partners, Ltd. acquired 4,330 shares of common stock
of the Issuer at $3.10 per share in a purchase transaction conducted in the
ordinary course of business through a registered broker-dealer that closed on
April 29, 1997.
(d) No other person has the right to receive or the power to direct the
receipt of dividends from or the proceeds from the sale of common stock of the
Issuer held by Mitchell Partners, Ltd. and James E. Mitchell, respectively.
(e) Not applicable
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Neither Mitchell Partners, Ltd. nor James E. Mitchell is a party to any
contract, arrangement, understanding or relationship with respect to any
securities of the Issuer.
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CUSIP No. 609524-10-3 Page 6 of 6
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Neither Mitchell Partners, Ltd. nor James E. Mitchell is a party to any
transaction for which any document is required to be attached to this Statement
as an exhibit.
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: May 30, 1997 Mitchell Partners, Ltd., a California
limited partnership
By: /s/ JAMES E. MITCHELL
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James E. Mitchell, Sole General Partner
Dated: May 30, 1997 By: /s/ JAMES E. MITCHELL
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James E. Mitchell, Personally
