MONMOUTH REAL ESTATE INVESTMENT CORPORATION
A Real Estate Investment Trust
125 Wyckoff Road
Eatontown, New Jersey 07724
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
Notice is hereby given that a Special Meeting of
Shareholders of Monmouth Real Estate Investment Corporation
(the Company) will be held on Thursday, July 22, 1999 at
4:00 p.m. at the office of the Company on the second floor
of the PNC Bank Building, 125 Wyckoff Road, Eatontown, New
Jersey, for the following purposes:
1. To approve an amendment to the Certificate of
Incorporation authorizing the Company to increase
the number of authorized Class A common stock,
$.01 par value, from 8,000,000 shares to
16,000,000 shares.
2. To transact such other business as may properly
come before the meeting and any adjournments
thereof.
The Board of Directors has fixed the close of business
on June 14, 1999 as the record date for the special meeting.
Only shareholders of record on the record date will be
entitled to notice of, and to vote at, the special meeting
and at any adjournments thereof.
IF YOU ARE UNABLE TO BE PRESENT PERSONALLY, PLEASE SIGN
AND DATE THE ENCLOSED PROXY WHICH IS BEING SOLICITED BY THE
BOARD OF DIRECTORS, AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE.
BY ORDER OF THE BOARD OF DIRECTORS
/s/Eugene W. Landy
EUGENE W. LANDY
President and Director
June 22, 1999
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MONMOUTH REAL ESTATE INVESTMENT CORPORATION
125 Wyckoff Road
Eatontown, New Jersey 07724
PROXY STATEMENT
Special Meeting of Shareholders
July 22, 1999
This Proxy Statement is furnished in connection with
the solicitation by the Board of Directors of Monmouth Real
Estate Investment Corporation (the Company) of proxies to be
voted at the Special Meeting of Shareholders of the Company
to be held on July 22, 1999. This Proxy Statement and the
accompanying proxy card are being distributed on or about
June 22, 1999 to shareholders of record June 14, 1999.
A copy of the Annual Report, including financial
statements, was mailed on or about February 26, 1999 to all
shareholders of record on March 12, 1999.
The principal purpose of the Special Meeting is to
consider and vote upon a proposal to approve an amendment to
the Company's Certificate of Incorporation authorizing the
Company to increase the number of authorized Class A common
stock from 8,000,000 shares to 16,000,000 shares.
Any shareholder giving the accompanying proxy has the
power to revoke it at any time before it is exercised at the
Special Meeting by filing with the Secretary of the Company
an instrument revoking it, by delivering a duly executed
proxy card bearing a later date, or by appearing at the
meeting and voting in person. Shares represented by
properly executed proxies will be voted as specified thereon
by the shareholder. Unless the shareholder specifies
otherwise, such proxies will be voted FOR the proposal.
The cost of preparing, assembling and mailing this
Proxy Statement and form of proxy, and the cost of
soliciting proxies related to the meeting, will be borne by
the Company. The Company does not intend to solicit proxies
otherwise than by the use of the mail, but certain Officers
and regular employees of the Company, without additional
compensation, may use their personal efforts, by telephone
or otherwise, to obtain proxies.
VOTING RIGHTS
Only holders of the Company's $.01 par value Class A
common stock (Common Stock) of record as of the close of
business on June 14, 1999, are entitled to vote at the
Special Meeting of Shareholders. As of the record date,
there were issued and outstanding 6,981,900 shares of Common
Stock, each share being entitled to one vote on any matter
which may properly come before the meeting. Said voting
right is non-cumulative. The holders of a majority of the
outstanding shares of Common Stock shall
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constitute a quorum. The proposal set forth in the Notice
of Special Meeting requires the affirmative vote of a
majority of the outstanding shares. If you abstain, your
proxy will be counted as present for the purpose of
determining the existence of a quorum, but will have the
effect of a vote against the proposal.
As of the record date, the Board of Directors
and Executive Officers as a group beneficially owned
1,011,718 shares of the Company, or 14.49% of the total
outstanding shares.
PROPOSAL 1
INCREASE IN AUTHORIZED CLASS A COMMON STOCK
The Board of Directors has declared advisable and has
directed that there be submitted to the shareholders of the
Company a proposed amendment to Article IV, Section (a) of
the Company's Certificate of Incorporation which would
effect an increase in the number of authorized Class A
common stock from 8,000,000 shares to 16,000,000 shares.
The approval of the proposal to amend the Certificate
of Incorporation will result in a substantially greater
number of authorized shares than the Company has under the
current Certificate of Incorporation. The additional shares
may be offered in capital raising transactions, property
acquisition transactions and investment in other entities.
The authorization of additional common shares gives
management the ability to counter takeover proposals by
issuing additional shares. There are no specific capital
transactions, property acquisitions, takeover proposals or
other events pending (other than shares needed for the
Dividend Reinvestment and Stock Purchase Plan). Management
believes that prudent corporate governance includes the
Company having a substantial number of authorized but
unissued shares available. If approved, the increased
number of authorized Class A common shares will be available
for issuance from time to time for such purposes and
consideration as the Board of Directors may approve and no
further vote of shareholders will be required.
Under Delaware law, the affirmative vote of the holders
of a majority of the outstanding shares entitled to vote at
the Special Meeting is required to authorize the proposed
increase in the authorized number of Class A common shares.
If the amendment to the Certificate of Incorporation is
authorized, the text of Article IV, Capitalization, Section
(a), pertaining to the Company's authority to issue common
stock, will be as follows:
(a) Sixteen Million (16,000,000) shares of Class A Common
Stock, with a par value of $0.01 for each share of
such stock. In the event of a liquidation of the
Corporation, Class A Common Stock shall be entitled
to all assets allocated to holders of Common Stock.
Class A Common Stock shall be subject to redemption
by the Corporation in accordance with Article X of
this Certificate.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THIS PROPOSAL
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GENERAL
The Board of Directors knows of no other matter to be
presented for action at the Special Meeting other than the
proposal to amend the Company's Certificate of Incorporation
to increase the number of authorized Class A common stock.
If any other matters should properly come before the Special
Meeting, it is intended that proxies in the accompanying
form will be voted on any such matter in accordance with the
judgment of the persons voting such proxies. Discretionary
authority to vote on such matters is conferred by such
proxies upon the persons voting them.
The Company will provide, without charge, to each
person being solicited by this Proxy Statement, on the
written request of any such person, a copy of the Annual
Report of the Company on Form 10-K for the year ended
September 30, 1998 (as filed with the Securities and
Exchange Commission), including the financial statements and
schedules thereto. All such requests should be directed to
Monmouth Real Estate Investment Corporation, Attention:
Shareholder Relations, 125 Wyckoff Road, Eatontown, NJ
07724.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Eugene W. Landy
EUGENE W. LANDY
President and Director
Dated: June 22, 1999.
IMPORTANT: Shareholders can help the Directors avoid the
necessity and expense of sending follow-up letters to insure
a quorum by promptly returning the enclosed proxy. The
proxy is revocable and will not affect your right to vote in
person in the event you attend the meeting. You are
earnestly requested to sign and return the enclosed proxy in
order that the necessary quorum may be present at the
meeting. The enclosed addressed envelope requires no
postage and is for your convenience.
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PROXY PROXY
MONMOUTH REAL ESTATE INVESTMENT CORPORATION
A Real Estate Investment Trust
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS
This Proxy is Solicited on Behalf of the Board of Directors
PLEASE FILL IN, DATE AND SIGN PROXY AND RETURN PROMPTLY
The undersigned hereby appoints EUGENE W. LANDY, SAMUEL A.
LANDY and ERNEST V. BENCIVENGA, and each or any of them,
proxies of the undersigned, with full power of substitution,
to vote in their discretion (subject to any direction
indicated hereon) at the Special Meeting of Shareholders to
be held at the Company Office on the second floor of the PNC
Bank Building, 125 Wyckoff Road, Eatontown, New Jersey, on
Thursday, July 22, 1999, at 4:00 o'clock p.m., and at any
adjournments thereof, with all the powers which the
undersigned would possess if personally present, and to vote
all shares of stock which the undersigned may be entitled to
vote at said meeting.
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The Board of Directors recommends a vote FOR Item (1) and
all shares represented by this Proxy will be so voted unless
otherwise indicated, in which case they will be voted as
marked.
(1) Approval of Amendment to the Certificate ofIncorporation
authorizing the Company to increase the number of
authorized Class A common stock from 8,000,000 shares
to 16,000,000 shares.
FOR AGAINST ABSTAIN
/ / / / / /
(2) Such Other Business as may be brought before the meeting
or any adjournment thereof. The Board of Directors at
present knows of no other business to be presented
by or on behalf of the Company or its Board of Directors
at the meeting.
Receipt of Notice of Meeting and Proxy Statement is hereby
acknowledged.
Dated:_____________________________________, 1999.
Signature_________________________________________________
Signature_________________________________________________
Important: Please date this Proxy; sign exactly as your
name (s) appears hereon. When signing as joint tenants, all
parties to the joint tenancy should sign. When signing the
Proxy as attorney, executor, administrator, trustee or
guardian, please give full title as such.
