-----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, Dpt/VfAxZSOqvK0FaErNZk+kMGMJVycuN2ymat7duWp1Ots9EXhNtfMF8xycGHxY 4BlXZp+XUQD8eO3tEod8OA== 0000922907-03-000462.txt : 20031002 0000922907-03-000462.hdr.sgml : 20031002 20031002143128 ACCESSION NUMBER: 0000922907-03-000462 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20030929 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20031002 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNITED MOBILE HOMES INC CENTRAL INDEX KEY: 0000752642 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 221890929 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12690 FILM NUMBER: 03923654 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 8-K 1 form8k_100203.htm FORM 8-K Form 8-K for United Mobile Homes, Inc.


                       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) October 2, 2003 (September 29, 2003)
                                                -------------------------------------


                            UNITED MOBILE HOMES, INC.
- -------------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


          Maryland                       0-13130                 22-1890929
- -------------------------------------------------------------------------------------
(State or other jurisdiction           (Commission              (IRS Employer
      of incorporation)               File Number)           Identification No.)


3499 Route 9 North, Suite 3-C, Freehold, NJ                         07728
- -------------------------------------------------------------------------------------
  (Address of principal executive offices)                       (Zip Code)



Registrant's telephone number, including area code             (732) 577-9997
                                                   ----------------------------------



                                 Not applicable
- -------------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)





Item 5.  Other Events.

         On September 29, 2003, United Mobile Homes, Inc. (the "Company")
changed its state of incorporation from New Jersey to Maryland (the
"Reincorporation"). The Reincorporation was approved by the Company's
shareholders at the Company's annual meeting on August 14, 2003.

         The Reincorporation was accomplished by the merger (the "Merger") of
the Company with and into its wholly-owned subsidiary, United Mobile Homes,
Inc., a Maryland corporation ("UMH Maryland"), which was the surviving
corporation in the Merger.

         As a result of the Merger each outstanding share of the Company's
common stock, $.10 par value per share (the "New Jersey Common Stock"), was
converted into one share of common stock, $.10 par value, of UMH Maryland (the
"Maryland Common Stock"). In addition, each outstanding option to purchase New
Jersey Common Stock was converted into the right to purchase Maryland Common
Stock upon the same terms and conditions as immediately prior to the Merger. The
Company's 1994 Stock Option Plan and 2003 Stock Option Plan were assumed and
will be continued by UMH Maryland.

         The conversion of the New Jersey Common Stock into Maryland Common
Stock occurred without an exchange of certificates. Accordingly, certificates
formerly representing shares of New Jersey Common Stock are now deemed to
represent the same number of shares of Maryland Common Stock.

         Prior to the Merger, UMH Maryland had no assets or liabilities, other
than nominal assets or liabilities. As a result of the Merger, UMH Maryland
acquired all of the assets and all of the liabilities and obligations of the
Company. UMH Maryland has the same business, properties, directors, management,
status as a real estate investment trust under the Internal Revenue Code of
1986, as amended, and principal executive offices as the Company.

         UMH Maryland's shares are listed for trading on the American Stock
Exchange and trade under the symbol "UMH."

         UMH Maryland's common stock is deemed registered under Section 12(g) of
the Securities Exchange Act of 1934 by operation of Rule 12g-3(a).


                                       2





Item 7.  Financial Statements and Exhibits.

         (c) Exhibit No. The following exhibits are filed herewith:

               2.1  Agreement  and Plan of Merger dated June 23,  2003,  between
                    United Mobile  Homes,  Inc., a New Jersey  corporation,  and
                    United   Mobile   Homes,   Inc.,   a  Maryland   Corporation
                    (incorporated  by reference from Appendix A of United Mobile
                    Homes,  Inc.'s  Definitive Proxy Statement as filed with the
                    Securities and Exchange Commission on July 10, 2003).

               2.2  Articles  of Merger  of United  Mobile  Homes,  Inc.,  a New
                    Jersey  corporation,  into  United  Mobile  Homes,  Inc.,  a
                    Maryland corporation.

               2.3  Certificate  of Merger of United Mobile  Homes,  Inc., a New
                    Jersey  corporation,  into  United  Mobile  Homes,  Inc.,  a
                    Maryland corporation.

               3.1  Articles of  Incorporation  of United Mobile Homes,  Inc., a
                    Maryland   corporation   (incorporated   by  reference  from
                    Appendix B of United Mobile Homes,  Inc.'s  Definitive Proxy
                    Statement  as  filed  with  the   Securities   and  Exchange
                    Commission on July 10, 2003).

               3.2  Bylaws  of  United  Mobile  Homes,  Inc.   (incorporated  by
                    reference  from Appendix C of United  Mobile  Homes,  Inc.'s
                    Definitive  Proxy Statement as filed with the Securities and
                    Exchange Commission on July 10, 2003).

               99   Press Release issued by the Company on October 2, 2003.


                                       3





                                    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.

Dated: October 2, 2003
                                       United Mobile Homes, Inc.


                                       By:  /s/ Anna T. Chew
                                          --------------------------------------
                                            Anna T. Chew


                                       4


EX-2 3 form8kexh22_100203.htm EXHIBIT 2.2 Exhibit 2.2 to Form 8-K for United Mobile Homes, Inc.


                                                                     Exhibit 2.2


                               ARTICLES OF MERGER

                                     MERGING

                            UNITED MOBILE HOMES, INC.
                           (a New Jersey Corporation)

                                      INTO

                            UNITED MOBILE HOMES, INC.
                            (a Maryland Corporation)


     FIRST:  UNITED  MOBILE HOMES,  INC., a  corporation  organized and existing
under the laws of the State of New Jersey,  and UNITED  MOBILE  HOMES,  INC.,  a
corporation  organized under the laws of the State of Maryland,  agree that said
UNITED MOBILE HOMES,  INC., a corporation  organized and existing under the laws
of the State of New Jersey, shall be merged into said UNITED MOBILE HOMES, INC.,
a corporation  organized  and existing  under the laws of the State of Maryland.
The terms and  conditions  of the  merger  and the mode  carrying  the same into
effect are as herein set forth in these articles of merger.

     SECOND:  UNITED  MOBILE HOMES,  INC., a corporation  organized and existing
under the laws of the State of Maryland, shall survive the merger.

     THIRD: The parties to the articles of merger are UNITED MOBILE HOMES, INC.,
a corporation  organized  and existing  under the laws of the State of Maryland,
and UNITED MOBILE HOMES, INC., a New Jersey corporation incorporated on the 15th
day of November, 1968, under the New Jersey Business Corporation Act.

     FOURTH:  The total  number of shares  of stock of all  classes  which  said
UNITED MOBILE HOMES,  INC., a corporation  organized and existing under the laws
of the  State of  Maryland,  has  authority  to issue is  23,000,000,  initially
classified as 20,000,000  shares of common stock, par value $0.10 per share, and
3,000,000  shares of excess  stock,  par value $0.10 per share with an aggregate
par value of $2,300,000.

     The total number  shares of stock of all classes  which said UNITED  MOBILE
HOMES, INC., a corporation organized and existing under the laws of the State of
New Jersey,  has  authority to issue is  15,000,000,  classified  as  15,000,000
shares of common stock, par value $.10 per share.

     FIFTH: The manner and basis of converting or exchanging issued stock of the
merged corporation into different stock or other consideration and the manner of
dealing with any issued stock of the merged  corporations not to be so converted
or exchanged shall be as follows:





     That upon the terms and subject to the conditions of the Agreement and Plan
of Merger between the companies party to these  Articles,  at the effective time
of the merger,  each outstanding share of UNITED MOBILE HOMES,  INC.,  organized
under the laws of the State of New Jersey,  will be converted  into one share of
common stock, $0.10 par value, of UNITED MOBILE HOMES, INC., organized under the
laws of the  State  of  Maryland.  In  addition,  at the  effective  time,  each
outstanding  option to purchase shares of UNITED MOBILE HOMES,  INC.,  organized
under the laws of the State of New Jersey, will continue  outstanding as a right
to purchase shares of the common stock of UNITED MOBILE HOMES,  INC.,  organized
under the laws of the State of Maryland,  upon the same terms and  conditions as
immediately prior to the effective time.

     SIXTH:  The principal office of said UNITED MOBILE HOMES,  INC.,  organized
under the laws of the State of Maryland,  is located in Baltimore City, State of
Maryland.

     Said UNITED MOBILE HOMES, INC, the merged corporation,  owns no property in
the State of Maryland.

     SEVENTH:  The  terms and  conditions  of the  transaction  set forth in the
articles were advised, authorized, and approved by each corporation party to the
articles  in the manner and by the vote  required by its charter and the laws of
the place where it is organized.

     EIGHTH:  The merger was (a) duly  advised by the board of directors of said
UNITED MOBILE HOMES, INC., organized under the laws of the State of Maryland and
the surviving  corporation,  by the adoption, on June 19, 2003, of a resolution,
declaring that the merger herein proposed was advisable  substantially  upon the
terms and  conditions  set forth in these  articles of merger and directing that
the  proposed  articles of merger be submitted  for action  thereon at a special
meeting of the  stockholders of said  corporation,  and (b) duly approved by the
stockholder of said corporation by the unanimous  written consent of the holders
of each class of stock  entitled to vote  separately  thereon on  September  24,
2003.

     NINTH:  The terms and  conditions as set forth in these  articles of merger
were  approved  in the  following  manner.  The merger to be  effected  by these
articles of merger was duly advised and  authorized  and approved by said UNITED
MOBILE HOMES, INC.,  organized under the laws of the State of New Jersey, in the
manner  and by the vote  required  by the laws of the State of New Jersey and by
the charter of the said corporation.





     IN WITNESS WHEREOF,  UNITED MOBILE HOMES, INC., a corporation organized and
existing  under the laws of the State of New  Jersey and  UNITED  MOBILE  HOMES,
INC.,  a  corporation  organized  and  existing  under  the laws of the State of
Maryland,  the corporations parties to the merger, have caused these articles of
merger to be signed in their  respective  corporate names and on their behalf by
their  respective  presidents  or  vice-presidents  and witnessed or attested by
their respective  secretaries or assistant secretaries all as of the 24th day of
September, 2003.

                                       UNITED MOBILE HOMES, INC.,
                                       a New Jersey corporation


                                       By:      /s/ Samuel A. Landy
                                          -----------------------------------------
                                       Name:    Samuel A. Landy
                                       Title:   President

Attest:

  /s/ Ernest V. Bencivenga
- -----------------------------
Name:    Ernest V. Bencivenga
Title:   Secretary

                                       UNITED MOBILE HOMES, INC.,
                                       a Maryland corporation


                                       By:      /s/ Samuel A. Landy
                                          -----------------------------------------
                                       Name:    Samuel A. Landy
                                       Title:   President

Attest:

  /s/ Ernest V. Bencivenga
- -----------------------------
Name:    Ernest V. Bencivenga
Title:   Secretary

     THE  UNDERSIGNED,  President  of UNITED  MOBILE  HOMES,  INC., a New Jersey
corporation,  who executed on behalf of said corporation the foregoing  Articles
of Merger, of which this certificate is made a part, hereby acknowledges, in the
name and on behalf of said corporation,  the foregoing  Articles of Merger to be
the corporate act of said corporation and further certifies that, to the best of
his/her  knowledge,  information and belief, the matters and the facts set forth
therein with respect to the approval thereof are true in all material  respects,
under the penalties of perjury.

                                                /s/ Samuel A. Landy
                                       -----------------------------------------
                                       Name:    Samuel A. Landy





     THE  UNDERSIGNED,  President  of UNITED  MOBILE  HOMES,  INC.,  a  Maryland
corporation,  who executed on behalf of said corporation the foregoing  Articles
of Merger, of which this certificate is made a part, hereby acknowledges, in the
name and on behalf of said corporation,  the foregoing  Articles of Merger to be
the corporate act of said corporation and further certifies that, to the best of
his/her  knowledge,  information and belief, the matters and the facts set forth
therein with respect to the approval thereof are true in all material  respects,
under the penalties of perjury.

                                                /s/ Samuel A. Landy
                                       -----------------------------------------
                                       Name:    Samuel A. Landy



EX-2 4 form8kexh23_100203.htm EXHIBIT 2.3 Exhibit 2.3 to Form 8-K for United Mobile Homes, Inc.


                                                                     Exhibit 2.3


                              CERTIFICATE OF MERGER
                                       OF
               UNITED MOBILE HOMES, INC., a New Jersey corporation
                                  (9048021000)
                                       AND
                UNITED MOBILE HOMES, INC., a Maryland corporation
                 DBA IN NJ UNITED MOBILE HOMES, INC. OF MARYLAND
                                  (0100908571)


To the Secretary of State
of the State of New Jersey

Pursuant  to the  provisions  of Section  14A:10-7  of the New  Jersey  Business
Corporation Act, it is hereby certified that:

          1.   The names of the merging  corporations  are United  Mobile Homes,
Inc., which is a business  corporation  organized under the laws of the State of
New Jersey (9048021000) (the "UMHNJ"), and United Mobile Homes, Inc., which is a
business  corporation  organized  under the laws of the State of Maryland  doing
business in New Jersey as United  Mobile  Homes,  Inc. of Maryland  (0100908571)
(the "UMHMD").

          2.   Annexed  hereto and made a part hereof is the  Agreement and Plan
of Merger for  merging  UMHNJ with and into  UMHMD as  approved  by the Board of
Directors of each of said corporations.

          3.   The number of shares of UMHNJ which were  entitled to vote at the
time of the approval of the Agreement and Plan of Merger by its  shareholders is
7,826,486 all of which are of one class.

          The number of the aforesaid  shares which were voted for the Agreement
and Plan of Merger is  4,193,646.5230,  and  number of shares  which  were voted
against the same was 404,711.8115. The date of said vote and approval was August
14, 2003.

          4.   The number of shares of UMHMD which were  entitled to vote at the
time of the approval of the Agreement and Plan of Merger by its  shareholders is
100, all of which are of one class.

          The sole shareholder of the aforesaid  corporation entitled to vote of
the aforesaid  corporation approved the Agreement and Plan of Merger pursuant to
a written  consent without a meeting of  shareholders;  and the number of shares
represented  by such  consent is 100.  The date of said consent and approval was
September 24, 2003.





          5.   The  applicable  provisions  of the laws of the  jurisdiction  of
organization  of UMHMD  relating to the merger of UMHNJ with and into UMHMD have
been complied with.

          6.   UMHMD  hereby  agrees that it may be served  with  process in the
State of New Jersey in any proceeding  for the  enforcement of any obligation of
UMHNJ or any obligation of UMHMD for which it is previously  amenable to suit in
the  State of New  Jersey  and  UMHMD  hereby  irrevocably  appoints  the  State
Treasurer  of the State of New Jersey as its agent to accept  service of process
in any such  proceeding  and designates the following post office address within
the State of New Jersey to which said  Secretary  of State  shall mail a copy of
the process in such proceeding:  3499 Route 9 North,  Suite 3-C,  Freehold,  New
Jersey 07728.

          7.   Upon the filing of this  certificate  of merger  UMHMD will cease
doing  business in New Jersey as United Mobile Homes,  Inc. of Maryland and will
continue its existence as the surviving corporation in New Jersey under the name
United Mobile Homes, Inc.

          8.   The effective date of the merger herein provided for in the State
of New Jersey shall be September 29, 2003.


Executed on this 24th day of September, 2003.

                                       UNITED MOBILE HOMES, INC.,
                                       a New Jersey corporation


                                       By:      /s/ Samuel A. Landy
                                          --------------------------------------
                                       Name:    Samuel A. Landy
                                       Title:   President




                                       UNITED MOBILE HOMES, INC.,
                                       a Maryland corporation DBA IN NJ
                                       UNITED MOBILE HOMES, INC. OF MARYLAND


                                       By:      /s/ Samuel A. Landy
                                          -----------------------------------------
                                       Name:    Samuel A. Landy
                                       Title:   President





                          AGREEMENT AND PLAN OF MERGER

THIS  AGREEMENT  AND PLAN OF MERGER  ("Merger  Agreement")  dated as of June 23,
2003,  is entered  into by and between  UNITED  MOBILE  HOMES,  INC., a Maryland
corporation  ("UMH  Maryland"),  and UNITED  MOBILE  HOMES,  INC.,  a New Jersey
corporation ("UMH New Jersey").

                                    RECITALS

A.   UMH Maryland was formed as a  wholly-owned  subsidiary of UMH New Jersey in
     connection  with a proposal  for the  reincorporation  of UMH New Jersey in
     Maryland.

B.   The  reincorporation of UMH New Jersey is to be effected by merging UMH New
     Jersey with and into UMH Maryland and causing the  stockholders  of UMH New
     Jersey to become the  stockholders of UMH Maryland,  with each  outstanding
     share of common stock of UMH New Jersey being deemed at the effective  time
     of the merger to be one share of common stock of UMH Maryland.

C.   The Maryland  General  Corporation  Law (the  "Maryland  Code") and the New
     Jersey  Business  Corporation  Act  (the  "New  Jersey  Code")  permit  the
     reorganization  of UMH New Jersey into UMH Maryland  provided  that UMH New
     Jersey and UMH  Maryland  each adopt a plan of merger  which sets forth the
     terms and  conditions  of the  proposed  merger,  the mode of carrying  the
     merger into effect,  the manner and basis of converting  the shares of each
     corporation into shares or other securities or obligations of the surviving
     corporation and other applicable provisions.

D.   The boards of directors of UMH New Jersey and UMH Maryland have  determined
     that it is advisable and in the best interests of its stockholders that UMH
     New Jersey merge with and into UMH  Maryland  upon the terms and subject to
     the  conditions  of this Merger  Agreement for the purpose of effecting the
     reincorporation  of UMH New  Jersey  in the  State  of  Maryland  and  have
     approved this Merger Agreement.

                                    AGREEMENT

     In consideration  of the premises and the agreements set forth herein,  the
receipt and sufficiency of which are hereby  acknowledged,  UMH Maryland and UMH
New Jersey hereby agree as follows:

     Section 1. Merger.

     Subject to the terms and conditions set forth in this Merger Agreement, UMH
New Jersey will merge with and into its wholly-owned  subsidiary,  UMH Maryland,
and UMH New Jersey will cease to exist and UMH  Maryland  will be the  surviving
corporation (the "Merger"). UMH Maryland is hereinafter sometimes referred to as
the "Surviving  Corporation."  Provided the conditions set forth in Section 8 of
this Merger  Agreement  have been  satisfied  or waived,  UMH New Jersey and UMH
Maryland  will,  at such time as they deem  advisable,  cause a  Certificate  of
Merger (the "Certificate of Merger") to be executed, acknowledged and filed with
the Secretary of State of New Jersey as provided in Title  14A:10-4.1 of the New
Jersey  Permanent  Statutes





and  Articles  of Merger (the  "Articles  of Merger") to be filed with the State
Department of  Assessments  and Taxation of Maryland (the "SDAT") as provided in
Section 3-107 of the Maryland Code.  The Merger will become  effective as of the
later to occur of the filing of a  Certificate  of Merger with the  Secretary of
State of New Jersey and the  acceptance  for record of the Articles of Merger by
the SDAT (the "Effective  Time"). The parties intend by this Merger Agreement to
effect a  "reorganization"  under  Section 368 of the  Internal  Revenue Code of
1986, as amended.

     Section 2. Manner and Basis of Converting Shares.

     UMH Maryland has  authority to issue  23,000,000  shares of capital  stock,
initially classified as 20,000,000 shares of common stock, par value of $.10 per
share ("Maryland  Common Stock") and 3,000,000 shares of excess stock, par value
$.10 per share,  and UMH Maryland has 100 shares of Maryland Common Stock issued
and  outstanding,  all of which are owned by UMH New Jersey.  UMH New Jersey has
authority to issue  15,000,000  shares of common stock, par value $.10 per share
("New  Jersey  Common  Stock"),  of  which  7,826,486  shares  were  issued  and
outstanding  as of June 23, 2003.  At the  Effective  Time,  (a) each issued and
outstanding  share of New Jersey Common Stock will immediately be converted into
one validly issued,  fully paid and nonassessable share of Maryland Common Stock
without  an  exchange  of  certificates  or  any  action  on  the  part  of  the
stockholders  thereof;  (b) the 100 shares of Maryland Common Stock owned by UMH
New  Jersey,  that will then be owned by UMH  Maryland  by virtue of the Merger,
will be retired and resume the status of authorized and unissued  shares and any
capital represented by such shares will be eliminated; and (c) each share of New
Jersey  Common Stock held in UMH New Jersey's  treasury,  will be cancelled  and
retired without payment of any consideration therefor and will cease to exist.

     Section 3. Options.

     At the Effective Time, UMH Maryland will assume and continue all of UMH New
Jersey's stock option plans and agreements, including but not limited to UMH New
Jersey's 1994 Stock Option Plan, and the outstanding and unexercised portions of
all options  and rights to buy New Jersey  Common  Stock will become  options or
rights  for the same  number of shares of  Maryland  Common  Stock with no other
changes  in the  terms and  conditions  of such  options  or  rights,  including
exercise  prices,  and effective upon the Effective  Time,  UMH Maryland  hereby
assumes the outstanding and unexercised  portions of such options and rights and
the obligations of UMH New Jersey with respect thereto.

     Section 4. Stock Certificates.

     Upon and after the  Effective  Time,  all of the  outstanding  certificates
which prior to that time  represented  shares of New Jersey Common Stock will be
deemed for all purposes to evidence  ownership of and to represent the shares of
Maryland  Common  Stock into which the shares of UMH New Jersey  represented  by
such certificates  have been converted as herein provided.  The registered owner
on the books and  records  of UMH New Jersey or its  transfer  agent of any such
outstanding  stock  certificate  will, until such certificate is surrendered for
transfer  or  conversion  or  otherwise  accounted  for to UMH  Maryland  or its
transfer  agent,  have


                                       2





and be entitled to exercise  any voting and other rights with respect to, and to
receive any dividend and other  distributions  upon,  the shares of UMH Maryland
Common Stock.

     Section 5. Articles of Incorporation and Bylaws.

     The Articles of  Incorporation  and Bylaws of UMH Maryland in effect at the
Effective Time of the Merger will be the Articles of Incorporation and Bylaws of
UMH Maryland as the Surviving  Corporation  until further  amended in accordance
with their terms and the Maryland Code.

     Section 6. Officers and Directors.

     The executive  officers of UMH Maryland  immediately prior to the Effective
Time will be the  executive  officers of the Surviving  Corporation  thereafter,
without change,  until their  successors have been duly elected or appointed and
qualified or until their  earlier  death,  resignation  or removal in accordance
with the  Surviving  Corporation's  Articles of  Incorporation  and Bylaws.  The
directors of UMH Maryland  immediately  prior to the Effective  Time will be the
directors of the Surviving Corporation  thereafter,  without change, until their
successors  have been duly  elected or  appointed  and  qualified or until their
earlier  death,   resignation  or  removal  in  accordance  with  the  Surviving
Corporation's Articles of Incorporation and Bylaws.

     Section 7. Further Assurances.

     Each of UMH  Maryland  and UMH New  Jersey  will  execute  or  cause  to be
executed all  documents and will take or cause to be taken all actions and do or
cause to be done all things necessary, proper or advisable under the laws of the
states of New  Jersey  and  Maryland  to  consummate  and  effect the Merger and
further the purpose of this Merger Agreement.

     Section 8. Conditions.

     Consummation  of  the  Merger  and  related   transactions  is  subject  to
satisfaction of the following conditions prior to the Effective Time:

          (a)  The  Merger  must have been  approved  by the  requisite  vote of
     stockholders  of UMH New Jersey and UMH Maryland,  and all other  necessary
     action must have taken  place to  authorize  the  execution,  delivery  and
     performance of this Merger Agreement by UMH New Jersey and UMH Maryland.

          (b)  All  regulatory   approvals  necessary  in  connection  with  the
     consummation of the Merger and the transactions  contemplated  thereby must
     have been obtained.

     Section 9. Termination; Amendment.

     This  Merger  Agreement  may be  terminated  and the  Merger  abandoned  or
deferred by either UMH Maryland or UMH New Jersey by  appropriate  resolution of
the board of  directors  of either  UMH  Maryland  or UMH New Jersey at any time
prior to the Effective Time notwithstanding approval of this Merger Agreement by
the  stockholders of UMH New Jersey or UMH Maryland,  or both, if  circumstances
arise  which,  in the opinion of the board of directors of


                                       3





UMH New Jersey or UMH Maryland make the Merger  inadvisable  or such deferral of
the time of consummation of the Merger advisable.  Subject to applicable law and
subject to the rights of the  stockholders  to approve any amendment  that would
have a material adverse effect on the stockholders, this Merger Agreement may be
amended,  modified or supplemented by written agreement of the parties hereto at
any time prior to the Effective Time with respect to any of the terms  contained
herein.

     Section 10. Governing Law.

     This  Agreement  shall be governed by and construed in accordance  with the
laws of the States of New Jersey and Maryland.

     IN WITNESS WHEREOF, this Agreement and Plan of Merger has been executed and
attested to by the persons indicated below as of June 23, 2003.



                                       UNITED MOBILE HOMES, INC.,
                                       a Maryland corporation
ATTEST:
                                       By:     /s/ Anna T. Chew
  /s/ Elizabeth Chiarella                 --------------------------------------
- ----------------------------           Name:   Anna T. Chew
                                            ------------------------------------
                                       Title:  Vice President
                                             -----------------------------------


                                       UNITED MOBILE HOMES, INC.,
                                       a New Jersey corporation
ATTEST:

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


                                       4

EX-99 5 form8kexh99_100203.htm EXHIBIT 99 Exhibit 99 to Form 8-K for United Mobile Homes, Inc.


                                                                      Exhibit 99





FOR IMMEDIATE RELEASE                                October 2, 2003
                                                     Contact:  Rosemarie Faccone
                                                     732-577-9996

                            UNITED MOBILE HOMES, INC.
                         CHANGES STATE OF INCORPORATION


          Freehold,  NJ, October 2, 2003. United Mobile Homes,  Inc.  (AMEX:UMH)
announced  that it has  changed  its state of  incorporation  from New Jersey to
Maryland.  The reincorporation was approved by the Company's shareholders at the
Company's  annual meeting on August 14, 2003,  and was  effectuated on September
29, 2003.

          The reincorporation was accomplished by the merger of the Company with
and into its  wholly-owned  subsidiary,  United Mobile  Homes,  Inc., a Maryland
corporation, which was the surviving corporation in the merger.

          As a result of the merger,  each  outstanding  share of the  Company's
common stock,  $.10 par value per share,  was converted into one share of common
stock,  $.10 par value  per  share of United  Mobile  Homes,  Inc.,  a  Maryland
corporation common stock.

          The  conversion of the New Jersey  Common Stock into  Maryland  Common
Stock occurred  without an exchange of certificates.  Accordingly,  certificates
formerly  representing  shares of New  Jersey  Common  Stock  are now  deemed to
represent the same number of shares of Maryland Common Stock,  and  stockholders
do not need to take any action.

          United  Mobile  Homes,  Inc.,  a  Maryland  corporation,  has the same
business, properties,  directors, management, status as a real estate investment
trust  under the  Internal  Revenue  Code of 1986,  as  amended,  and  principal
executive offices as United Mobile Homes, Inc., a New Jersey corporation.

          Shares of United  Mobile  Homes,  Inc.,  a Maryland  corporation,  are
listed for trading on the  American  Stock  Exchange  and trade under the symbol
"UMH".

          United Mobile Homes,  Inc., a  publicly-owned  real estate  investment
trust, owns and operates twenty-six manufactured home communities located in New
York, New Jersey,  Pennsylvania,  Ohio and Tennessee.  In addition,  the Company
owns a portfolio of REIT securities.

                                      ####


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