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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 REAL ESTATE INVESTMENT CORPORATION
formerly MONMOUTH REAL ESTATE INVESTMENT TRUST
____________________________________________________________
(Exact name of registrant as specified in its charter)
Delaware
____________________________________________________________
(State or other jurisdiction of incorporation/organization)
22-1897375
____________________________________________________________
(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 750,000 $5.5625 $4,171,875 $1,438.59
============================================================
*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 over-the-
counter market on May 9, 1995.
PROSPECTUS
MONMOUTH REAL ESTATE INVESTMENT CORPORATION
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
The Dividend Reinvestment and Stock Purchase Plan (the
"Plan") of Monmouth Real Estate Investment Corporation
("MREIC") described herein provides holders of MREIC's
Shares of Common Stock ("Shares of Common Stock" or
"Shares") with a simple and convenient method of investing
cash dividends and optional cash payments in additional
Shares of Common Stock without payment of any 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 MREIC. The price of
Shares of Common Stock purchased with reinvested dividends
and optional cash payments will be 95% of the market price
(see Question 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.
MREIC reserves the right to terminate the Plan at any
time.
The Plan does not represent a change in MREIC's
dividend policy or a guarantee of future dividends.
Dividends will continue to depend on earnings, financial
requirements, and other factors.
This Prospectus relates to up to 750,000 Shares of
Common Stock with $.0l par value.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES ND 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
THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR
MADE, SUCH OTHER INFORMATION OR REPRESENTATION MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY MREIC. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT
THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF MREIC SINCE THE
DATE HEREOF. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER
BY MREIC OR ANY AGENT OF MREIC OR ANY OTHER PERSON TO SELL
SECURITIES IN ANY STATE IN WHICH SUCH OFFER WOULD BE
UNLAWFUL. THIS PROSPECTUS RELATES ONLY TO THE SHARES OF
MREIC OFFERED HEREBY AND IS NOT TO BE RELIED UPON IN
CONNECTION WITH THE PURCHASE OR SALE OF ANY OTHER SECURITIES
OF MREIC.
THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED
ON OR ENDORSED THE MERITS OF THIS OFFERING. ANY
REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
The date of this Prospectus is May __, 1995.
AVAILABLE INFORMATION
MREIC is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and in accordance therewith files reports
and other information with the Securities and Exchange
Commission ("Commission") relating to its business,
financial position, results of operations and other matters.
Information as of particular dates concerning the Directors
is disclosed in proxy statements. Such reports, proxy
statements and other information can be inspected at the
Public Reference Room of the Commission, Room 1024, 450
Fifth Street, N.W., Washington, D.C.; and at certain of its
Regional Offices, located at Room 1204, Everett McKinley
Dirksen Building, 219 South Dearborn Street, Chicago,
Illinois; Room 1102, Federal Building, 26 Federal Plaza, New
York, New York; and 5757 Wilshire boulevard, Suite 500 East,
Los Angeles, California. Copies of such material can be
obtained from the Public Reference Section of the Commission
in Washington, D.C. 20549 at prescribed rates.
MREIC has filed with the Commission a Registration
Statement under the Securities Act of 1933 with respect to
the Shares of Common Stock offered hereby. This Prospectus
does not contain all of the information set forth in such
Registration Statement, certain parts of which are omitted
in accordance with the rules and regulations of the
Commission. For further information pertaining to MREIC,
the Shares of Common Stock and related matters, reference is
made to such Registration Statement, including the exhibits
incorporated therein by reference or filed as a part
thereof.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents and portions of documents filed
by MREIC with the Commission are hereby incorporated into
this Prospectus by reference:
(1) MREIC's most recent Annual Report on Form 10-K
filed pursuant to the Exchange Act.
(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 MREIC's Shares, $.01 par value,
which is contained in a registration statement filed under
the Exchange Act, including any amendment or reports filed
for the purpose of updating such description.
(4) All documents filed by MREIC pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date
of this Prospectus and prior to the termination of the
offering to which this Prospectus relates shall also be
deemed to be incorporated by reference in this Prospectus
and to be a part of this Prospectus from the date of the
filing of such documents.
The foregoing documents incorporated by reference in
this Prospectus (not including exhibits to be 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 Real Estate Investment 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 MREIC. This
Prospectus does not constitute an offer or solicitation by
anyone in any state in which such offer or solicitation is
not authorized, or in which the person making such offer or
solicitation is not qualified to do so, or to any person to
whom it is unlawful to make such offer or solicitation. The
delivery of this Prospectus at any time does not imply that
information herein is correct as of any time subsequent to
the date hereof.
This Prospectus relates to the Shares of Common Stock
of MREIC registered for sale under the Plan. It is
suggested that this Prospectus be retained for future
reference.
THE COMPANY
MREIC is a corporation organized under the laws of
Delaware. MREIC's principal executive offices are located
at 125 Wyckoff Road, Eatontown, New Jersey 07724. MREIC'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 MREIC is
set forth in the following questions and answers:
For further information concerning the Plan, please
address correspondence:
Ernest V. Bencivenga
Monmouth Real Estate Investment 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 MREIC with a convenient and
economical way of investing cash dividends and optional cash
payments in Shares of Common Stock of MREIC at a 5% discount
from the market price prior to investment (see Question 15)
and without payment of any brokerage commission or service
charge. Since such Shares of Common Stock will be purchased
from MREIC, MREIC will receive additional funds to make
investments in real estate and for other purposes.
ADVANTAGES
2. What are the advantages of the Plan?
By participating in the Plan:
. You may purchase Shares of Common Stock at a 5%
discount from the market price (see Question 15)
of Shares of Common Stock of MREIC by reinvesting
cash dividends on all or less than all of the
Shares of Common Stock registered in your name.
. 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 MREIC as agent for participants
in the Plan and credits the shares to the accounts of the
individual participants
ELIGIBILITY
4. Who is eligible to participate?
(a) Shareholders of Record
All holders of record of Shares of Common Stock are
eligible to participate in the Plan.
(b) Beneficial Owners of Shares of Common Stock
Beneficial owners, whose Shares of Common Stock are
registered in names other than their own (for instance, in
the name of a broker or bank nominee), may not participate
in the reinvestment of cash dividends on such Shares of
Common Stock 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 MREIC.
5. How is the Plan to be interpreted?
Any questions of interpretation arising under the Plan
will be determined by MREIC 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 Real Estate
Investment 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
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?
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 the next dividend,
reinvestment of your dividends will commence with the next
dividend. The record dates for dividend payments on the
Shares of Common Stock are generally on or about February
l5, May l5, August l5 and November l5. If your
Authorization Card is received subsequent to 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 participate 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 payments 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 the 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
MREIC. 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. Dividend payment dates are generally March
15, June 15, September 15 and December 15. For optional
cash payments, the Investment Date will be the fifteenth
(15th) of each month. If an Investment Date falls on a
Saturday, Sunday or holiday, the Investment Date will be the
next following business day.
15. What will be the price of Shares purchased under the
Plan?
The Officers of MREIC will determine the price of
Shares to be purchased. It is intended that the price of
Shares to be purchased will be at a 5% discount from the
market price.
The Shares of Common Stock are traded on NASDAQ/NMS.
The Officers of MREIC will fix the reinvestment price at a
discount price equal to 95% of the market price. The price
at which the Shares of Common Stock will be purchased will
be the higher of 95% of the average of the daily high and
low sale prices of MREIC's Common Stock on the NASDAQ/NMS on
the four trading days including and preceding the Investment
Date or 95% of the average of the high and low sale prices
of MREIC's Common Stock on the NASDAQ/NMS on the Investment
Date. In the event there is no trading in the Shares, or if
for any reason MREIC and the Agent have difficulty in
determining the price of Shares to be purchased under the
Plan, then MREIC, on consultation with the Agent, will use
such other public report or sources as MREIC deems
appropriate to determine the market price and the
appropriate 5% discount. If the reinvestment price involves
a fraction, it will be expressed in one-eighth of a point,
with a rounding out to the next higher one-eight 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 you 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 MREIC. All costs of administration of the
Plan will be paid by MREIC. Brokers and nominees may impose
charges or fees in connection with their handling of
participation in the Plan by nominee and fiduciary accounts.
DIVIDENDS
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.
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 Share 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 statement 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).
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 MREIC, 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 MREIC issues a stock dividend, declares
a stock split or has a rights offering?
Any stock dividends or split shares distributed by
MREIC on Shares of Common Stock credited to your Plan
account will be added to your account. Stock dividends or
split shares distributed on Shares of Common Stock for which
you hold certificates will be mailed directly to you in the
same manner as to shareholders who are not participating in
the Plan.
In a regular rights offering, as a holder of record you
will receive rights based upon the total number of Shares of
Common Stock owned; that is, the total number of Shares for
which you hold certificates and the total number of Shares
held in your Plan account.
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.
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.
Distributions of real estate investment trusts are
treated as dividends to the extent a real estate investment
trust has earnings and profits for Federal income tax
purposes. To the extent that the amount so distributed by
MREIC exceeds the current and accumulated earnings and
profits of MREIC, such excess would be treated for Federal
income tax purposes as a return of capital to the
shareholder. Each participant will receive a Form 1099
showing total dividend income, the amount of any return of
capital distribution and the amount of any capital gain
dividend for the year.
The holding period of Shares of Common Stock acquired
under the Plan, whether purchased with dividends or optional
cash payments, will begin on the day following the date on
which the Shares were purchased for your account.
As a participant in the Plan you will not realize any
taxable income when you receive certificates for whole
Shares credited to your account, either upon your request
for such certificates or upon withdrawal from or termination
of the Plan. However, you will recognize gain or loss
(which, for most participants, will be capital gain or loss)
when whole Shares acquired under the Plan are sold or
exchanged after your withdrawal from or the termination of
the Plan. If such gain or loss is capital, it will be long-
term capital gain or loss if the shares sold are held for
more than one year and will be short-term capital gain or
loss if the Shares sold are held for one year or less.
29. What is the responsibility of MREIC and the Agent under
the Plan?
Neither MREIC nor the Agent nor its nominees, in
administering the Plan, will accept liability for any act
done in good faith or for any good faith omission to act,
including, without limitation, any claim of liability
arising out of failure to terminate a participant's account
upon such participant's death prior to receipt of notice in
writing of such death.
NEITHER MREIC NOR THE AGENT CAN ASSURE YOU OF A PROFIT OR
PROTECT YOU AGAINST A LOSS ON SHARES PURCHASED UNDER THE
PLAN.
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
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?
MREIC reserves the right to modify, suspend or
terminate the Plan at any time. All participants will
receive notice of any such action. Any such modification,
suspension or termination will not, of course, affect
previously executed transactions. MREIC also reserves the
right to adopt, and from time to time change, such
administrative rules and regulations (not inconsistent in
substance with the basic provisions of the Plan then in
effect) as it deems desirable or appropriate for the
administration of the Plan. The Agent reserves the right to
resign at any time upon reasonable written notice to MREIC.
The purpose of the Plan is to provide shareholders with
a systematic and convenient method of investing dividends
and optional cash payments for long-term investment. Use of
the Plan for any other purpose is prohibited.
MREIC reserves the right to return optional cash
payments to subscribing shareholders if, in MREIC's opinion,
the investment is not consistent with the purposes of the
Plan. Shareholders who establish multiple accounts to
circumvent the $40,000 per month limit on optional cash
investment are subject to MREIC's right to return all
optional cash payments.
32. Provisions Applicable to New York Residents.
Optional cash payments made by New York residents will
be held in a trust fund account by Midlantic National 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.
After the closing of the offering, all investors will
be provided annually with financial statements of Monmouth
Real Estate Investment Corporation, including a balance
sheet and the related statements of 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.
SPECIAL RULES TO PROTECT MREIC'S STATUS AS A QUALIFIED REIT
UNDER THE PROVISIONS OF THE INTERNAL REVENUE CODE
MREIC reserves the right not to issue shares under the
Plan to any shareholder holding more than 3% of MREIC's
shares. These shareholders may use the Plan both for
dividend reinvestment and for optional cash payments but not
shares will be issued to any shareholder if the issuance
could provide for the disqualification of MREIC as a REIT
under the provisions of the Internal Revenue Code. The
decision of MREIC in this regard is final and the particular
shareholders' only right shall be the return of any optional
cash payment and the return of dividends in cash.
MREIC also reserves the right to return optional cash
payments to subscribing shareholders if, in MREIC's opinion,
the investment is not consistent with the purposes of the
Plan. This provision would cover shareholders who sell
short shares in the over-the-counter 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.
USE OF PROCEEDS
MREIC has no basis for estimating precisely either the
number of Shares of Common Stock that ultimately may be sold
pursuant to the Plan or the prices at which such shares will
be sold. However, MREIC proposes to use the net proceeds
from the sale of Shares of Common Stock pursuant to the
Plan, when and as received, to make investments in real
estate and for other purposes. MREIC considers the Plan to
be a cost-effective means of expanding its equity capital
base and furthering its investment objectives while at the
same time benefiting holders of Shares of Common Stock.
EXPERTS
The financial statements and schedules of MREIC as of
September 30, l994 and for the year then ended, included in
MREIC's Annual Report on Form 10-K, have been incorporated
by reference herein and in the registration statement in
reliance upon the report of KPMG Peat Marwick LLP,
independent certified public accountants, incorporated by
reference herein, and upon the authority of said firm as
experts in accounting and auditing.
The financial statements and schedules of MREIC as of
September 30, l993 and for the years ended September 30,
1993 and 1992, included in MREIC's Annual Report on Form 10-
K, have been incorporated by reference herein and in the
registration statement in reliance upon the report of 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
The General Corporation Law of Delaware 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. MREIC's By-laws provide for indemnification of
directors and officers to the full extent permitted or
allowed under Delaware law.
Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to
directors, officers or persons controlling MREIC pursuant to
the foregoing provisions, MREIC has been informed that, in
the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the
Securities Act of 1933 and is therefore unenforceable.
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 MREIC 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 KPMG Peat Marwick LLP
Consent of Cowan, Gunteski & Co.
25 Powers of Attorney
Item 17. Undertakings.
MREIC 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;
(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.
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 May 9, 1995.
MONMOUTH REAL ESTATE INVESTMENT CORPORATION
By Eugene W. Landy, President and Director
(Signature)
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
Eugene W. Landy President May 9, 1995
(Signature) and Director
Louise Green Secretary May 9, 1995
(Signature)
Ernest V. Bencivenga Treasurer May 9, 1995
(Signature) and Director
Anna T. Chew Controller May 9, 1995
(Signature) and Director
Boniface DeBlasio Director May 9, 1995
(Signature)
Robert G. Sampson Director May 9, 1995
(Signature)
Charles P. Kaempffer Director May 9, 1995
(Signature)
W. Dunham Morey Director May 9, 1995
(Signature)
Samuel A. Landy Director May 9, 1995
(Signature)
Ara K. Hovnanian Director May 9, 1995
(Signature)
Daniel D. Cronheim Director May 9, 1995
(Signature)
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
______ ______________________
Filed herewith:
4(c) Specimen Authorization Card
5 Opinion of Landy & Landy
24(b) Consent of KPMG Peat Marwick LLP
Consent of Cowan, Gunteski & Co.
25 Powers of Attorney
EXHIBIT 4(c)
SPECIMEN AUTHORIZATION CARD
AUTHORIZATION CARD
MONMOUTH REAL ESTATE INVESTMENT 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
Real Estate Investment 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.
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 REAL ESTATE INVESTMENT CORPORATION
INDICATED ABOVE.
_________________________
Signature
IF ADDRESS IS NOT PROPERLY SHOWN, PLEASE CORRECT BEFORE
RETURNING.
THIS IS NOT A PROXY.
EXHIBIT 5
OPINION OF LANDY & LANDY
May 8, 1995
Monmouth Real Estate Investment Corporation
125 Wyckoff Road
Eatontown, New Jersey 07724
Gentlemen:
We have acted as counsel to Monmouth Real Estate
Investment 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 750,000 Shares
of Common Stock, $.0l 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
6, 1994, 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 Delaware corporation and has made all filings
required to be made under Delaware 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.
We hereby consent to the filing of this opinion as an
Exhibit to the Registration Statement.
Very truly yours,
LANDY & LANDY
Eugene W. Landy
(Signature)
EWL:ec
EXHIBIT 24(b)
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Monmouth Real Estate Investment Corporation
We consent to the use of our report incorporated herein
by reference and to our Firm under the heading "Experts" in
the Registration Statement/Prospectus.
KPMG Peat Marwick LLP
(Signature)
Short Hills, New Jersey
May 8, 1995
EXHIBIT 24(b)
CONSENT OF INDEPENDENT CERTIFIED ACCOUNTANTS
The Board of Directors
Monmouth Real Estate Investment Corporation
We consent to the incorporation by reference in the
Registration Statement of Monmouth Real Estate Investment
Corporation on Form S-3 relating to a dividend reinvestment
plan to stockholders of our report dated November 17, 1993
on our audits of the financial statements of Monmouth Real
Estate Investment Corporation as of September 30, 1993 and
1992 and for the years ended September 30, 1993, 1992 and
1991, which reports are included in the Annual Report on
Form 10-K for the year ended September 30, 1994.
We also consent to the reference to our firm under the
caption "Experts" in the Registration Statement and related
Prospectus.
COWAN, GUNTESKI & CO.
Certified Public Accountant
(Signature)
Toms River, New Jersey
April 26, 1995
EXHIBIT 25
POWER OF ATTORNEY
We, the undersigned Officers and Directors of Monmouth
Real Estate Investment 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 Real Estate Investment Corporation to be issued
pursuant to the Monmouth Real Estate Investment 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
Eugene W. Landy President May 9, 1995
(Signature) and Director
Louise Green Secretary May 9, 1995
(Signature)
Ernest V. Bencivenga Treasurer May 9, 1995
(Signature) and Director
Anna T. Chew Controller May 9, 1995
(Signature) and Director
Boniface DeBlasio Director May 9, 1995
(Signature)
Robert G. Sampson Director May 9, 1995
(Signature)
Charles P. Kaempffer Director May 9, 1995
(Signature)
W. Dunham Morey Director May 9, 1995
(Signature)
Samuel A. Landy Director May 9, 1995
(Signature)
Ara K. Hovnanian Director May 9, 1995
(Signature)
Daniel D. Cronheim Director May 9, 1995
(Signature)
