TOTAL PAGES: 23
Registration No. 333-71745
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3DPOS
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3D
REGISTRATION STATEMENT
Under The Securities Act of l933
MONMOUTH REAL ESTATE INVESTMENT CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or
organization)
22-1897375
(I.R.S. Employer Identification No.)
125 Wyckoff Road, Eatontown, N.J. 07724, Telephone No. 732-542-4927
(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. 732-542-4555
(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 1,000,000 $5.40625 $5,406,250 $1,638.26
*Estimated solely for the purpose of determining the
registration fee pursuant to Rule 457(c) and based upon the
closing price on the NASDAQ National Market System on
February 2, 1999.
<PAGE>
This Post-Effective Amendment No. 1 reduces the
maximum monthly optional cash payment feature of the
Dividend Reinvestment and Stock Purchase Plan of Monmouth
Real Estate Investment Corporation from $40,000.00 to
$10,000.00 and is effective with the June 15, 1999
investment date. The dividend reinvestment feature of the
Dividend Reinvestment and Stock Purchase Plan of Monmouth
Real Estate Investment Corporation remains unchanged.
2
<PAGE>
STICKERED AMENDMENT TO THE DIVIDEND REINVESTMENT AND STOCK
PURCHASE PLAN (THE "PLAN") OF MONMOUTH REAL ESTATE
INVESTMENT CORPORATION DATED FEBRUARY 3, 1999:
THE DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN OF
MONMOUTH REAL ESTATE INVESTMENT CORPORATION IS HEREBY
AMENDED TO REDUCE THE MAXIMUM MONTHLY OPTIONAL CASH PAYMENT
FEATURE FROM $40,000 TO $10,000 AND IS EFFECTIVE WITH THE
JUNE 15, 1999 INVESTMENT DATE. ALL REFERENCES IN THE
PROSPECTUS TO $40,000 ARE HEREBY AMENDED TO $10,000.
AMENDMENT DATED MAY 13, 1999
3
<PAGE>
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 16).
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, unless a Request for Waiver has been accepted by
MREIC pursuant to Question 12 herein, 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 1,000,000 Shares of
Class A Common Stock with $.0l par value.
4
<PAGE>
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
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 February 3, 1999
5
<PAGE>
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.
6
<PAGE>
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
Shareholder Relations, Monmouth Real Estate Investment
Corporation, 125 Wyckoff Road, Eatontown, New Jersey 07724
(telephone number 732-542-4927).
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 732-542-4927.
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:
Shareholder Relations
Monmouth Real Estate Investment Corporation
125 Wyckoff Road
Eatontown, New Jersey 07724
7
<PAGE>
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 16)
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 16) 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, unless a Request for Waiver has been accepted by
MREIC pursuant to Question 12 herein.
. 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?
ChaseMellon Shareholder Services, P.O. Box 3316, South
Hackensack, New Jersey 07606-9871, (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
8
<PAGE>
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 question 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.
9
<PAGE>
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
29 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 16 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, unless a Request for Waiver has been
accepted by MREIC pursuant to Question 12 herein, whether or
not any dividends are being automatically reinvested, at 95%
of the market price on the Investment Date.
10
<PAGE>
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 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
payment 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,
unless a Request for Waiver has been accepted by MREIC
pursuant to Question 12 herein.
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 "ChaseMellon Shareholder Services". No interest
will be paid on optional cash payments held by the Agent
pending the purchase of Shares of Common Stock. (See
Questions 14 and 15).
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.
11
<PAGE>
Waiver of Maximum Limits
12. May I make an optional cash payment in excess of
$40,000 per month?
Optional cash investments in excess of $40,000 per
month may be made only pursuant to a Request for Waiver
accepted by MREIC. Participants who wish to submit an
optional cash investment in excess of $40,000 for any
Investment Date must obtain the prior written approval of
MREIC, and a copy of such written approval must accompany
any such optional cash investment submitted to the Agent. A
Request for Waiver should be directed to Shareholder
Relations at MREIC via telephone at 732-542-4927. MREIC has
sole discretion to grant any approval for optional cash
investments in excess of the allowable maximum amount. In
deciding whether to approve a Request for Waiver, MREIC will
consider relevant factors including, but not limited to,
MREIC's need for additional funds, the attractiveness of
obtaining such additional funds through the sale of Common
Stock as compared to other sources of funds, the purchase
price likely to apply to any sale of Common Stock, the
participant submitting the request, the extent and nature of
such participant's prior participation in the Plan, the
number of Shares of Common Stock held of record by such
participant, and the aggregate amount of optional cash
investments in excess of $40,000 for which Requests for
Waiver have been submitted by all participants. If Requests
for Waiver are submitted for any Investment Date for an
aggregate amount in excess of the amount MREIC is then
willing to accept, MREIC may honor such requests in order of
receipt, pro rata or by any other method that MREIC
determines to be appropriate. With regard to optional cash
investments made pursuant to a Request for Waiver, the Plan
does not provide for a predetermined maximum limit on the
amount that a participant may invest or on the number of
shares that a participant may purchase.
MREIC does not anticipate approving any single
participant Requests for Waiver to purchase more than one
percent (1%) of the outstanding shares of MREIC. MREIC will
generally grant Requests for Waiver where the participant is
requesting to make one optional cash investment in lieu of
making a series of investments over the next twelve (12)
month period and so specifies in the participant's written
request.
In no event will MREIC be able to issue more shares in
total than the number of shares registered for sale.
PURCHASES
13. 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.
12
<PAGE>
14. 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 Investment Date.
15. 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 Dividend
Payment Date in months having dividends payable or otherwise
on 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.
16. 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 the
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.
17. 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
13
<PAGE>
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
18. 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
19. 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
20. 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 16), 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 29). 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
21. 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.
14
<PAGE>
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.
22. 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 21) before you can pledge such Shares.
23. 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
24. 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.
25. 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 ChaseMellon
Shareholder Services, P.O. Box 3316, South Hackensack, New
15
<PAGE>
Jersey 07606-9871. 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
26. 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.
27. 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.
28. 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.
29. 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.
16
<PAGE>
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.
30. 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.
31. 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 withheld in that year. A
Form 1099 will be mailed to domestic participants in the
17
<PAGE>
event that Federal income tax withholding is imposed in the
future on dividends to domestic participants.
32. 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
investments are subject to MREIC's right to return all
optional cash payments.
________________________________________
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.
18
<PAGE>
SPECIAL RULES TO PROTECT MREIC'S STATUS AS A QUALIFIED REAL
ESTATE INVESTMENT TRUST ("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 no
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 on the NASDAQ/NMS 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 schedule of MREIC as of
September 30, l998 and 1997 and for each of the years in the
three-year period ended September 30, 1998, 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 LLP, 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
19
<PAGE>
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.
20
<PAGE>
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 Post Effective
Amendment No. 1 to its 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 12,
1999.
MONMOUTH REAL ESTATE INVESTMENT 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 May 12, 1999
Eugene W. Landy
/s/Louise Green Secretary May 12, 1999
Louise Green
/s/Ernest V. Bencivenga Treasurer and Director May 12, 1999
Ernest V. Bencivenga
/s/Anna T. Chew Controller and Director May 12, 1999
Anna T. Chew
/s/Samuel A. Landy Director May 12, 1999
Samuel A. Landy
/s/Eugene W. Landy May 12, 1999
Eugene W. Landy
For and on behalf of Robert G. Sampson, Director, pursuant
to a Power of Attorney dated February 3, 1999 and contained
within the Registration Statement of Monmouth Real Estate
Investment Corporation, No. 333-71745, filed February 4,
1999 with the Securities and Exchange Commission.
21
<PAGE>
SIGNATURE PAGE CONTINUED
MONMOUTH REAL ESTATE INVESTMENT CORPORATION
POST-EFFECTIVE AMENDMENT NO. 1 DATED MAY 12, 1999
TO S-3D REGISTRATION STATEMENT NO. 333-71745
DATED FEBRUARY 3, 1999
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON FEBRUARY 4, 1999
/s/Eugene W. Landy May 12, 1999
Eugene W. Landy
For and on behalf of Boniface DeBlasio, Director, pursuant
to a Power of Attorney dated February 3, 1999 and contained
within the Registration Statement of Monmouth Real Estate
Investment Corporation, No. 333-71745, filed February 4,
1999 with the Securities and Exchange Commission.
/s/Eugene W. Landy May 12, 1999
Eugene W. Landy
For and on behalf of Charles P. Kaempffer, Director,
pursuant to a Power of Attorney dated February 3, 1999 and
contained within the Registration Statement of Monmouth Real
Estate Investment Corporation, No. 333-71745, filed February
4, 1999 with the Securities and Exchange Commission.
/s/Eugene W. Landy May 12, 1999
Eugene W. Landy
For and on behalf of Dunham Morey, Director, pursuant to a
Power of Attorney dated February 3, 1999 and contained
within the Registration Statement of Monmouth Real Estate
Investment Corporation, No. 333-71745, filed February 4,
1999 with the Securities and Exchange Commission.
/s/Eugene W. Landy May 12, 1999
Eugene W. Landy
For and on behalf of Daniel D. Cronheim, Director, pursuant
to a Power of Attorney dated February 3, 1999 and contained
within the Registration Statement of Monmouth Real Estate
Investment Corporation, No. 333-71745, filed February 4,
1999 with the Securities and Exchange Commission.
22
<PAGE>
SIGNATURE PAGE CONTINUED
MONMOUTH REAL ESTATE INVESTMENT CORPORATION
POST-EFFECTIVE AMENDMENT NO. 1 DATED MAY 12, 1999
TO S-3D REGISTRATION STATEMENT NO. 333-71745
DATED FEBRUARY 3, 1999
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON FEBRUARY 4, 1999
/s/Eugene W. Landy May 12, 1999
Eugene W. Landy
For and on behalf of Ara K. Hovnanian, Director, pursuant to
a Power of Attorney dated February 3, 1999 and contained
within the Registration Statement of Monmouth Real Estate
Investment Corporation, No. 333-71745, filed February 4,
1999 with the Securities and Exchange Commission.
23
<PAGE>
