As
filed with the Securities and Exchange Commission on March 3, 2022
Registration No. 333-161668
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT NO. 333-161668
UNDER THE SECURITIES ACT OF 1933
MONMOUTH REAL ESTATE INVESTMENT CORPORATION
(Exact
name of registrant as specified in its charter)
Maryland
(State or other jurisdiction of
incorporation or organization)
|
22-1897375
(I.R.S. Employer
Identification No.) |
101 Crawfords Corner Road, Suite 1405
Holmdel, New Jersey 07733
(732) 577-9996
(Address, Including Zip Code, and Telephone
Number, Including Area Code, of Registrant’s Principal Executive Offices)
Jennifer B. Clark
Secretary
Monmouth Real Estate
Investment Corporation
c/o Industrial Logistics
Property Trust
Two Newton Place
255 Washington Street,
Suite 300
Newton, Massachusetts
02458
(617) 219-1460
(Name, Address, Including Zip Code, and
Telephone Number, Including Area Code, of Agent for Service)
With copy to:
Steven M. Haas
Hunton Andrews
Kurth LLP
Riverfront Plaza,
East Tower
951 East Byrd Street
Richmond, Virginia
23219-4074
(804) 788-8200
Approximate date of
commencement of proposed sale to the public: Not applicable.
If the only securities
being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ¨
If any of the securities
being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933,
other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ¨
If this Form is filed
to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and
list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective
amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering. ¨
If this Form is a registration
statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the
Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ¨
If this Form is a post-effective
amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional
classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of
“large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth
company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer x |
Accelerated
filer ¨ |
Non-accelerated
filer ¨ |
Smaller
reporting company ¨ |
|
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 7(a)(2)(B) of Securities Act. ¨ |
EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
This post-effective amendment
(the “Post-Effective Amendment”) relates to the Registration Statement on Form S-3 (Registration No. 333-161668)
(the “Registration Statement”) filed by Monmouth Real Estate Investment Corporation (the “Registrant”) with the
Securities and Exchange Commission on September 1, 2009, registering an indeterminate number or amount of shares of common stock,
shares of preferred stock, and debt securities of the Registrant with an aggregate initial public offering price not to exceed $115,000,000.
On February 25, 2022, pursuant to the terms
of the Agreement and Plan of Merger, dated as of November 5, 2021 and as amended on February 7, 2022, by and among the Registrant, Industrial
Logistics Properties Trust (“ILPT”), and Maple Delaware Sub LLC, a wholly owned subsidiary of ILPT (“Merger Sub”),
the Registrant was merged with and into Merger Sub (the “Merger”), with Merger Sub surviving the Merger as a wholly owned
subsidiary of ILPT. As a result of the Merger, the Registrant has terminated all offerings of the Registrant’s securities pursuant
to existing registration statements under the Securities Act of 1933, as amended, including the Registration Statement. In accordance
with the undertakings made by the Registrant in the Registration Statement to remove from registration, by means of a post-effective amendment,
any of the securities that had been registered for issuance that remain unsold at the termination of the offering, the Registrant hereby
removes from registration all of such securities of the Registrant registered but not sold or otherwise issued under the Registration
Statement, if any, as of the date hereof. The Registration Statement is hereby amended, as appropriate, to reflect the deregistration
of such securities.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-3 and has duly caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Newton, Commonwealth of Massachusetts, on March 3, 2022.
| Mountain Industrial REIT LLC, as successor by merger to Monmouth Real Estate Investment Corporation |
| |
| By: | /s/ Jennifer B. Clark |
| Name: | Jennifer B. Clark |
| Title: | Secretary |
No other person is required to sign this Post-Effective
Amendment to the Registration Statement in reliance on Rule 478 under the Securities Act of 1933, as amended.
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