Current Report Filing (8-k)
February 04 2021 - 4:21PM
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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): February 4, 2021
MONMOUTH
REAL ESTATE INVESTMENT CORPORATION
(Exact
name of registrant as specified in its charter)
Maryland
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001-33177
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22-1897375
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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101
Crawfords Corner Road, Suite 1405, Holmdel, NJ
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07733
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (732) 577-9996
(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 Instructions A.2. below):
☐
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Written
communications pursuant to Rule 425 under Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock
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MNR
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New
York Stock Exchange
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6.125%
Series C Cumulative Redeemable Preferred Stock
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MNR-PC
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New
York Stock Exchange
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§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
2.02 Results of Operations and Financial Condition.
Item
7.01 Regulation FD Disclosure.
On
February 4, 2021, Monmouth Real Estate Investment Corporation issued a press release announcing the results for the first quarter
ended December 31, 2020 and disclosed a supplemental information package in connection with its earnings conference call for the
first quarter ended December 31, 2020. A copy of the supplemental information package and press release is furnished with this
report as Exhibit 99 and is incorporated herein by reference.
The
information in this report and the exhibit attached hereto is being furnished, not filed, for the purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, and pursuant to Item 2.02 and Item 7.01 of Form 8-K will not be incorporated by reference
into any filing under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein
by reference.
Forward-Looking
Statements
The
foregoing contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section
21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Forward-looking
statements provide the Company’s current expectations or forecasts of future events. Forward-looking statements include
statements about the Company’s expectations, beliefs, intentions, plans, objectives, goals, strategies, future events, performance
and underlying assumptions and other statements that are not historical facts. You can identify forward-looking statements by
their use of forward-looking words, such as “may,” “will,” “anticipate,” “expect,”
“believe,” “intend,” “plan,” “should,” “seek” or comparable terms,
or the negative use of those words, but the absence of these words does not necessarily mean that a statement is not forward-looking.
The forward-looking statements are based on the Company’s beliefs, assumptions and expectations of its future performance,
taking into account all information currently available to it. Forward-looking statements are not predictions of future events.
These beliefs, assumptions and expectations can change as a result of many possible events or factors, not all of which are known
to the Company. Some of these factors are described under the headings “Risk Factors” and “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” as included in the Company’s Annual Report
on Form 10-K for the fiscal year ended September 30, 2020 and its other periodic reports filed with the Securities and Exchange
Commission, which are accessible on the Securities and Exchange Commission’s website at www.sec.gov. These factors should
not be construed as exhaustive and should be read in conjunction with other cautionary statements that are included in the filings.
These and other risks, uncertainties and factors could cause the Company’s actual results to differ materially from those
included in any forward-looking statements it makes. Any forward-looking statement speaks only as of the date on which it is made.
New risks and uncertainties arise over time, and it is not possible for the Company to predict those events or how they may affect
it. Except as required by law, the Company is not obligated to, and does not intend to, update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise. You should not place undue reliance on these forward-looking
statements, as events described or implied in such statements may not occur. Although the Board has unanimously decided to explore
strategic alternatives for the Company, the Company is not obligated to pursue any particular transaction or any transaction at
all. Further, although the Company is exploring strategic alternatives, there is no assurance that this process will result in
stockholder liquidity, or provide a return to stockholders that equals or exceeds the Company’s estimated value per share.
Even if the Board decides to pursue a particular strategy, there is no assurance that the Company will successfully implement
its strategy.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
SIGNATURES
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.
MONMOUTH
REAL ESTATE INVESTMENT CORPORATION
/s/
Kevin S. Miller
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KEVIN
S. MILLER
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Chief
Financial and Accounting Officer
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Date:
February 4, 2021
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