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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. 3)*
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).
(continued on following pages)
(Page 1 of 6 Pages)
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CUSIP No. 609524-10-3 SCHEDULE 13D Page 2 of 6 Pages
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(1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Mitchell Partners, a California limited partnership
James E. Mitchell
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(2) Check the Appropriate Box if a Member of a Group* (a) [ X ]
(b) [ ]
James E. Mitchell is the sole general partner of
Mitchell Partners, a California limited partnership
with sole control over all matters 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)
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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
Number of Mitchell Partners - 70,991
Shares James E. Mitchell - 4,690
Beneficially (James E. Mitchell has sole voting power
Owned by as to all shares)
Each --------------------------------------------------------
Reporting (8) Shared Voting Power
Person With Not applicable
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(9) Sole Dispositive Power
Mitchell Partners - 70,991
James E. Mitchell - 4,690
(James E. Mitchell has sole dispositive power
as to 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 - 70,991 (4.83% of total shares outstanding
of 1,470,286)
James E. Mitchell - 4,690 (0.32% of the total shares outstanding
of 1,470,286)
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(12) Check Box if Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
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(13) Percent of Class Represented by Amount in Row (11)
Mitchell Partners - 70,991 (4.83% of total shares outstanding
of 1,470,286)
James E. Mitchell - 4,690 (0.32% of the total shares outstanding
of 1,470,286)
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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 SCHEDULE 13D Page 3 of 6 Pages
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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
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 SCHEDULE 13D Page 4 of 6 Pages
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(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 5,350 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
December 24, 1997, again on December 24, 1997 and on January 27, 1998, by
Mitchell Partners, Ltd. were for 850 shares, 2,500 shares and 2,000 shares at a
price of $2.75 per share.
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
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CUSIP No. 609524-10-3 SCHEDULE 13D Page 5 of 6 Pages
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pursuant to 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 70,991 shares of common
stock of the Issuer, which equals approximately 4.83% of the total 1,470,286
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 0.32% of the total 1,470,286 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. or James E. Mitchell, James E. Mitchell has the
sole power to vote and the sole power to dispose.
(c) (1) Mitchell Partners, Ltd. acquired 850 shares of common
stock of the Issuer at $2.75 per share in a purchase transaction conducted in
the ordinary course of business through a registered broker-dealer that closed
on December 24, 1997.
(2) Mitchell Partners, Ltd. acquired 2,500 shares of common
stock of the Issuer at $2.75 per share in a purchase transaction conducted in
the ordinary course of business through a registered broker-dealer that closed
on December 24, 1997.
(3) Mitchell Partners, Ltd. acquired 2,000 shares of common
stock of the Issuer at $2.75 per share in a purchase transaction conducted in
the ordinary course of business through a registered broker-dealer that closed
on January 27, 1998.
(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 SCHEDULE 13D Page 6 of 6 Pages
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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: February 3, 1998 Mitchell Partners, Ltd., a California
limited partnership
By: /s/ JAMES E. MITCHELL
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James E. Mitchell, Sole General Partner
Dated: February 3, 1998 By: /s/ JAMES E. MITCHELL
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James E. Mitchell, Personally
