0000899681-17-000205.txt : 20170606 0000899681-17-000205.hdr.sgml : 20170606 20170606085952 ACCESSION NUMBER: 0000899681-17-000205 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20170605 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20170606 DATE AS OF CHANGE: 20170606 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12690 FILM NUMBER: 17893146 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 8-K 1 p17-0138_8k.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
_____________________________
 
FORM 8-K
_____________________________
 
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
 
 
Date of Report (Date of earliest event reported): June 5, 2017
 
_____________________________
 
 
UMH Properties, Inc.
(Exact name of registrant as specified in its charter)
_____________________________
 
 
Maryland
001-12690
22-1890929
(State or other jurisdiction of incorporation)
(Commission
 File Number)
(IRS Employer
 Identification No.)
   
Juniper Business Plaza, Suite 3-C
3499 Route 9 North
Freehold, New Jersey
 (Address of principal executive offices)
07728
 (Zip Code)
   
Registrant's telephone number,
 including area code:
(732) 577-9997
   
Not Applicable
(Former name or former address, if
 changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
[  ] Soliciting material pursuant to Rule 14a- 12 under the Exchange Act (17 CFR 240.14a-12)
 
[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (Sec.230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Sec.240.12b-2 of this chapter). Emerging growth company [  ]
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

Item 8.01 Other Events.

On June 5, 2017, UMH Properties, Inc. (the "Company") consummated its previously announced issuance and sale of 1,400,000 shares of its Common Stock in a registered direct placement at a sale price of $16.60 per share.
The Company received net proceeds from the offering after expenses of approximately $22.5 million and intends to use such proceeds for general corporate purposes, which may include purchase of manufactured homes for sale or lease to customers, expansion of its existing communities, potential acquisitions of additional properties, and possible repayment of indebtedness on a short-term basis.
The Company issued a press release announcing the closing of the sale of the Common Stock on June 5, 2017.  This press release is attached as Exhibit 99.1 hereto.
Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99 Press Release dated June 5, 2017


SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date:  June 6, 2017
UMH PROPERTIES, INC.
   
   
 
By:
/s/ Anna T. Chew
  Name:
Anna T. Chew
  Title:
Vice President and Chief Financial Officer
     

 
 
 

 
Exhibit Index

99. Press Release dated June 5, 2017.

 

 EX-99.1 2 p17-0138_ex991.htm PRESS RELEASE DATED JUNE 5, 2017
Exhibit 99
 

 

UMH Properties, Inc. Closes Public Offering of
1,400,000 Shares of Common Stock

FREEHOLD, N.J.  – June 5, 2017 – UMH Properties, Inc. (NYSE: UMH) (the "Company") today announced the closing of its previously announced sale of 1,400,000 shares of common stock (the "Common Stock") in a registered direct placement at a purchase price of $16.60 per share.  The shares of Common Stock are listed on The New York Stock Exchange under the symbol "UMH."

The Company received net proceeds from the offering before expenses of approximately $22.7 million and intends to use the net proceeds for general corporate purposes, which may include purchase of manufactured homes for sale or lease to customers, expansion of its existing communities, potential acquisitions of additional properties, and possible repayment of indebtedness on a short-term basis.

CSCA Capital Advisors LLC acted as placement agent for the transaction.  Weeden & Co. LLP acted as settlement agent for the transaction.

UMH Properties, Inc., which was organized in 1968, is a public equity REIT that owns and operates 107 manufactured home communities with approximately 19,400 developed home sites.  These communities are located in New Jersey, New York, Ohio, Pennsylvania, Tennessee, Indiana, Michigan and Maryland.  In addition, the Company owns a portfolio of REIT securities.

The common stock is being issued pursuant to a prospectus supplement and accompanying prospectus under an effective shelf registration statement filed with the Securities and Exchange Commission.  This communication shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale or offer to buy these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.  Any offer of the securities will be made only by means of a prospectus, forming part of the effective registration statement, the applicable preliminary prospectus supplement and other related documents.  Copies of the prospectus supplement and accompanying prospectus can be obtained by contacting: CSCA Capital Advisors LLC, 800 Third Avenue, New York, New York 10022, by phone at 212-446-9177, or by fax at 212-446-9181.  You may also obtain a copy of the prospectus and the prospectus supplement and other documents the Company has filed with the Securities and Exchange Commission for free by visiting the Commission's web site at http://www.sec.gov.

Certain statements included in this press release which are not historical facts may be deemed forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Although the Company believes the expectations reflected in any forward-looking statements are based on reasonable assumptions, the Company can provide no assurance those expectations will be achieved.  These risks include, among others, changes in the general economic climate, increased competition in the geographic areas in which the Company operates, changes in government laws and regulations and the ability of the Company to continue to identify, negotiate and acquire properties on terms favorable to the Company.  Additional information concerning these and other factors that could cause actual results to differ materially from those forward-looking statements is contained from time to time in the Company's SEC filings, including, but not limited to, Item 1A. Risk Factors of the Company's Annual Report on Form 10-K for the year ended December 31, 2016.  Copies of each filing may be obtained from the Company or the SEC.  Consequently, such forward-looking statements should be regarded solely as reflections of the Company's current operating plans and estimates.  Actual operating results may differ materially from what is expressed or forecast in this press release. Except as otherwise required by applicable securities law, the Company undertakes no obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date these statements were made.


SOURCE:   UMH Properties, Inc.