-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, U8PwDMBAqzKf6fo+Oq+M16bHCO0sCcU2B3UQLbbPQ570f7d96jS0IpMmV2Ws7cdE I+mfVisN29XsaYSK1kqXSw== 0000899681-07-000793.txt : 20071126 0000899681-07-000793.hdr.sgml : 20071126 20071126151327 ACCESSION NUMBER: 0000899681-07-000793 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20071126 DATE AS OF CHANGE: 20071126 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MONMOUTH REAL ESTATE INVESTMENT CORP CENTRAL INDEX KEY: 0000067625 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 221897375 STATE OF INCORPORATION: MD FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-30164 FILM NUMBER: 071266135 BUSINESS ADDRESS: STREET 1: 3499 ROUTE 9 N, SUITE 3-C STREET 2: JUNIPER BUSINESS PLAZA CITY: FREEHOLD STATE: NJ ZIP: 07728 BUSINESS PHONE: 7325779996 MAIL ADDRESS: STREET 1: 3499 ROUTE 9 N, SUITE 3-C STREET 2: JUNIPER BUSINESS PLAZA CITY: FREEHOLD STATE: NJ ZIP: 07728 FORMER COMPANY: FORMER CONFORMED NAME: MONMOUTH REAL ESTATE INVESTMENT TRUST DATE OF NAME CHANGE: 19900403 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: UMH PROPERTIES, INC. CENTRAL INDEX KEY: 0000752642 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 221890929 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 3499 ROUTE 9 N, SUITE 3-C STREET 2: JUNIPER BUSINESS PLAZA CITY: FREEHOLD STATE: NJ ZIP: 07728 BUSINESS PHONE: 7325779997 MAIL ADDRESS: STREET 1: 3499 ROUTE 9 N, SUITE 3-C STREET 2: JUNIPER BUSINESS PLAZA CITY: FREEHOLD STATE: NJ ZIP: 07728 FORMER COMPANY: FORMER CONFORMED NAME: UNITED MOBILE HOMES INC DATE OF NAME CHANGE: 19920703 SC 13D/A 1 monmouth-sc13da_112007.htm SCH 13D/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)
__________

(Amendment No. 1)*

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)

Monmouth Real Estate Investment Corporation
(Name of Issuer)


Common Stock (par value $0.01 per share)
(Title of Class of Securities)


609720107
(CUSIP Number)


Eugene W. Landy
Chairman of the Board
UMH Properties, Inc.
3499 Juniper Business Plaza, Suite 3-C
3499 Route 9 North
Freehold, New Jersey 07728
(732) 577-9997
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)


November 23, 2007
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box |_|.

           Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

(Continued on following pages)

          * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

          The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the "Act"), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 609720107 13D Page 3 of 7 Pages

1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

UMH Properties, Inc., a Maryland corporation

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                     (a) [   ]
                                                                                                                                                    (b) [X]

Existence of a group is not affirmed but see relationship described herein.

3 SEC USE ONLY
   

4 SOURCE OF FUNDS
   
BK, WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

None

6 CITIZENSHIP OR PLACE OF ORGANIZATION
   
Maryland

   NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		    7


8


9


10		    SOLE VOTING POWER
2,031,685

SHARED VOTING POWER
Not applicable

SOLE DISPOSITIVE POWER
2,031,685

SHARED DISPOSITIVE POWER
Not applicable		   





  

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
2,031,685

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                                      [   ]

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

8.29%

14
 TYPE OF REPORTING PERSON
   
CO


Page 4 of 7

This Amendment No. 1 (the "Amendment") is being filed by UMH Properties, Inc. ("UMH") to amend the statement on Schedule 13D previously filed by UMH with the Securities and Exchange Commission on September 21, 2007 with respect to the common stock, par value $0.01 per share of Monmouth Real Estate Investment Corporation (the "Issuer"), a Maryland corporation, ("Schedule 13D"). The purpose of this Amendment is to report the purchase by UMH of 325,704 additional shares of the Issuer's common stock on November 23, 2007 in a private transaction. Except as amended herein, all Items of Schedule 13D remain unchanged. Capitalized terms used but not otherwise defined in this Amendment have the meanings ascribed to such terms in Schedule 13D.

Item 3. Source and Amount of Funds or Other Consideration.

          The following is hereby added to the information in Item 3:

          The consideration for the purchase by UMH of 325,704 shares of the Issuer's Common Stock on November 23, 2007 was $2,768,484. To acquire the securities in the November 23, 2007 transaction, UMH primarily used the proceeds from a $2.5 million fixed-rate commercial bank loan made in the ordinary course of business from Two River Bank, which matures on November 8, 2009. The balance of the funds required for the purchase consisted of funds from working capital.

Item 4. Purpose of the Transaction.

          The following is hereby added to the information in Item 4:

          On November 23, 2007 UMH purchased 325,704 shares of Common Stock of the Issuer from Palisade Concentrated Equity Partnership, L.P., a Delaware limited partnership (the "Seller"), for the consideration described in Item 3 above and on the terms and conditions set forth in the Stock Purchase Agreement (the "Stock Purchase Agreement"), dated November 23, 2007, by and among the Seller, UMH and the Issuer, a copy of which is filed herewith.

Item 5. Interest in Securities of the Issuer.

Clause (a) of Item 5 is hereby amended and restated in its entirety as follows:

(a) As of the close of business on November 23, 2007, UMH owns 2,031,685 shares of Common Stock of the Issuer, which represents 8.29% of the total outstanding shares of the Common Stock of the Issuer, including shares issuable upon conversion of convertible debentures held by UMH as described in section (c) below.

Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer.

Item 6 is hereby amended and restated in its entirety as follows:

Page 5 of 7

          The information set forth or incorporated by reference in Items 4 and 5 is hereby incorporated herein by reference. UMH is not a party to any contract, arrangement, understanding or relationship with respect to any securities of the Issuer, including but not limited to the transfer or voting of any securities of the Issuer, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, except, as disclosed in Items 4 and 5 above and except for the Stock Purchase Agreements referenced in Item 4 and filed as Exhibits 1 and 2 hereto.

Item 7. Material to be Filed as Exhibits.

The following is hereby added to the information in Item 7:

  Exhibit Number Description

2 Stock Purchase Agreement, dated November 23, 2007, by and among Palisade Concentrated Equity Partnership, L.P., a Delaware limited partnership, UMH Properties, Inc., a Maryland corporation, and Monmouth Real Estate Investment Corporation, a Maryland corporation.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

November 23, 2007

UMH PROPERTIES, INC.

By: /s/ Eugene Landy                     
Name: Eugene W. Landy
Title: Chairman of the Board

EX-20 2 monmouth-ex2_112007.htm Exhibit 2

STOCK PURCHASE AGREEMENT

          THIS STOCK PURCHASE AGREEMENT (this "Agreement") dated this 23rd day of November, 2007, by and among Palisade Concentrated Equity Partnership, L.P., a Delaware limited partnership with principal offices at One Bridge Plaza, Suite 695, Fort Lee, New Jersey 07024 ("Seller"), UMH Properties, Inc., a Maryland corporation with principal offices located at 3499 Route 9 North, Suite 3-C, Juniper Business Plaza, Freehold, New Jersey 07728 ("Buyer") and Monmouth Real Estate Investment Corp., a Maryland corporation , with principal offices located at 3499 Route 9 North, Suite 3-C, Juniper Business Plaza, Freehold, New Jersey 07728 ("MREIC").

          WHEREAS, Buyer desires to purchase from Seller, and Seller desires to sell to Buyer, upon the terms and subject to the conditions of this Agreement, three hundred twenty-five thousand seven hundred four (325,704) shares of the common stock of MREIC, par value $.01 per share (the "Purchased Shares"), for the Purchase Price (as hereinafter defined).

          NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, the parties hereto, intending to be legally bound, hereby agree as follows:

          1. PURCHASE AND SALE OF COMMON STOCK

                     (a) Transaction. Buyer hereby purchases from Seller, and the Seller hereby sells to Buyer, the Purchased Shares.

                     (b) Purchase Price; Form of Payment. The purchase price for the Purchased Shares is Two Million Seven Hundred Sixty-Eight Thousand Four Hundred Eighty-Four Dollars ($2,768,484) (the "Purchase Price").

                     (c) Closing. The closing of the purchase of the Purchased Shares shall occur on or about November 19, 2007 (but in no event earlier than November 19, 2007 or later than November 23, 2007). Payment to Seller shall be conditional upon the receipt of the Purchased Shares in the designated account of the Buyer.

          2. BUYER'S REPRESENTATIONS AND WARRANTIES. Buyer represents and warrants to the Seller as follows:

                     (a) Buyer is purchasing the Purchased Shares for its own account, for investment purposes only and not with a view towards, or in connection with, the public sale or distribution thereof in violation of the Securities Act of 1933, as amended (the "Securities Act").

                     (b) Buyer is (i) an "accredited investor" within the meaning of Rule 501 of Regulation D under the Securities Act; (ii) experienced in making investments of the kind contemplated by this Agreement; (iii) capable, by reason of its business and financial experience, of evaluating the relative merits and risks of an investment in the Purchased Shares; and (iv) able to afford the loss of its investment in the Purchased Shares.

                     (c) Buyer understands that the Purchased Shares have not been approved or disapproved by the Securities and Exchange Commission or any state securities commission.

                     (d) This Agreement has been duly and validly authorized, executed and delivered by Buyer and is a valid and binding agreement of Buyer enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally.

          3. SELLER'S REPRESENTATIONS AND WARRANTIES

          Seller represents and warrants to Buyer as follows:

                     (a) Seller has good, valid and marketable title to the Purchased Shares free of all liens, claims and encumbrances.

                     (b) This Agreement has been duly and validly authorized, executed and delivered by Seller and is a valid and binding agreement of Seller enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally.

           4. MREIC'S REPRESENTATIONS AND WARRANTIES

          MREIC represents and warrants to Seller that as of the date of this Agreement it is not in discussions or negotiations with any party to enter into any type of corporate transaction including without limitation, any purchase of securities of MREIC, sale of securities by MREIC, sale of assets, merger, liquidation, dissolution or other transaction which would value MREIC or entitle it or its shareholders to receive the equivalent of more than $8.50 per share. MREIC also represents and warrants that it knows of no shareholder who is selling its shares for more than $8.50 per share.

          5. CERTAIN COVENANTS AND ACKNOWLEDGMENTS

                     (a) Other Documents. Simultaneously with the execution and delivery of this Agreement, Buyer and Seller each shall have received such additional documents, certificates and other deliveries, as it or its legal counsel may reasonably request and as are customary to effect a closing of the matters herein contemplated.

                     (b) Further Action. Each of the parties hereto shall execute and deliver such documents and other papers and take such further actions as may be reasonably required to carry out the provisions of this Agreement and give effect to the transactions contemplated hereby.

          6. SURVIVAL

          The representations, warranties and covenants made by each of the Seller, Buyer and MREIC in this Agreement and in each instrument, agreement and certificate entered into and delivered by them pursuant to this Agreement shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby for a period of two (2) years from the date of this Agreement.

           7. GOVERNING LAW

          This Agreement shall be governed by and interpreted in accordance with the laws of the State of New Jersey, without regard to the conflict of law principles of such state.

           8. SUBMISSION TO JURISDICTION

          Each of the parties hereto consents to the exclusive jurisdiction of the federal courts for the District of New Jersey or the state courts of the State of New Jersey in connection with any dispute arising under this Agreement. Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent it may effectively do so, any defense of an inconvenient forum or improper venue to the maintenance of such action or proceeding in any such court and any right of jurisdiction on account of its place of residence or domicile. Each party hereto irrevocably and unconditionally consents to the service of any and all process in any such action or proceeding in such courts by the mailing of copies of such process by certified or registered airmail at its address set forth above. Each party hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

           9. WAIVER OF JURY TRIAL

          TO THE FULLEST EXTENT PERMITTED BY LAW, EACH OF THE PARTIES HERETO HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OTHER DOCUMENT OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT. EACH PARTY HERETO I) CERTIFIES THAT NEITHER OF THEIR RESPECTIVE REPRESENTATIVES, AGENTS OR ATTORNEYS HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS AND (II) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS HEREIN.

           10. COUNTERPARTS; EXECUTION

          This Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all the counterparts shall together constitute one and the same instrument. A facsimile transmission of this signed Agreement shall be legal and binding on all parties hereto.

           11. HEADINGS

          The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement.

           12. SEVERABILITY

          In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein or therein shall not in any way be affected or impaired thereby. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

           13. ENTIRE AGREEMENT; REMEDIES, AMENDMENTS AND WAIVERS

          This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties. No amendment, supplement, modification or waiver of this Agreement shall be binding unless executed in writing by all parties. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.

           14. ASSIGNMENT

          This Agreement shall not be assignable by either of the parties hereto without the prior written consent of the other party, and any attempted assignment contrary to the provisions hereby shall be null and void.

           15. EXPENSES

          All costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby, including, without limitation, fees and disbursements of counsel, financial advisors and accountants, shall be paid by the party incurring such costs and expenses.

[Signature Page Follows]

          IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement on the date first above written.

PALISADE CONCENTRATED EQUITY
PARTNERSHIP, L.P.

By: Palisade Concentrated Holdings, LLC,
     its General Partner


By: /s/ Dennison T. Veru          
Name: Dennison T. Veru
Title: Authorized Person


UMH PROPERTIES, INC.




By: /s/ Samuel Landy                
Name: Samuel Landy
Title: President


MONMOUTH REAL ESTATE INVESTMENT CORP.


By: /s/ Eugene Landy                
Name: Eugene Landy
Title: President

ACKNOWLEDGMENT

          ACKNOWLEDGMENT dated this 23rd day of November, 2007, made by Monmouth Real Estate Investment Corp., a Maryland corporation, with principal offices located at 3499 Route 9 North, Suite 3-C, Juniper Business Plaza, Freehold, New Jersey 07728 ("MREIC") to Palisade Concentrated Equity Partnership, L.P., a Delaware limited partnership with principal offices at One Bridge Plaza, Suite 695, Fort Lee, New Jersey 07024 ("Seller").

          WHEREAS, MREIC, Seller and UMH Properties, Inc., a Maryland corporation ("UMH"), are parties to a stock purchase agreement dated as of the date hereof pursuant to which Seller is selling to UMH three hundred twenty-five thousand seven hundred four (325,704) shares of MREIC common stock.

          1. As of the date of this Acknowledgement, MREIC has made no decision regarding the combination of UMH and MREIC. However, MREIC management has considered and discussed this topic in the past, and MREIC reserves the right to enter into such a combination in the future.

          2. As of the date of this Acknowledgement, MREIC is not in discussions or negotiations with any party regarding a corporate sale or merger. However, management does meet from time to time with other parties who may at some point express an interest in pursuing such a transaction. MREIC reserves the right to enter into discussions regarding such a transaction in the future.

          IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Acknowledgment on the date first above written.

MONMOUTH REAL ESTATE INVESTMENT CORP.


By: /s/ Eugene Landy                
Name: Eugene Landy
Title: President


PALISADE CONCENTRATED EQUITY
PARTNERSHIP, L.P.

By: Palisade Concentrated Holdings, LLC,
     its General Partner


By: /s/ Dennison T. Veru          
Name: Dennison T. Veru
Title: Authorized Person

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