Item 7.01 Regulation F-D Disclosure.
On September 13, 2021, Monmouth Real Estate Investment Corporation ("Monmouth"),
a Maryland corporation, issued a press release announcing steps it is taking in
response to recent investor feedback and prior indications of interest. A copy
of the press release is attached hereto as Exhibit 99.1 to this Current Report
on Form 8-K and incorporated by reference herein.
The information in this report and Exhibit 99.1 attached hereto is being
furnished, not filed, for the purposes of Section 18 of the Securities Exchange
Act of 1934, as amended, and 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.
Additional Information and Where to Find It
In connection with Monmouth's 2021 Annual Meeting of Stockholders, Monmouth
intends to file a proxy statement (the "Proxy Statement") and associated white
proxy card with the U.S. Securities and Exchange Commission ("SEC"), which will
be sent to the common stockholders of Monmouth. In the event of a potential
transaction involving Monmouth, if any, that is submitted to a shareholder vote
of Monmouth shareholders, Monmouth would also expect to file a proxy statement
with the SEC and associated white proxy card. Monmouth may also file other
documents regarding a potential transaction involving Monmouth and/or Monmouth's
2021 Annual Meeting of Stockholders with the SEC. BEFORE MAKING ANY VOTING OR
INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS ARE URGED TO CAREFULLY READ
THE ENTIRE PROXY STATEMENT, WHEN IT BECOMES AVAILABLE, AND ANY OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE
DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. Investors and security holders will be able to obtain free copies
of the Proxy Statement and other documents filed with the SEC by Monmouth, when
they become available, through the website maintained by the SEC at www.sec.gov.
In addition, investors and security holders will be able to obtain free copies
of the Proxy Statement and other documents filed with the SEC on Monmouth's
website at www.mreic.reit.
Participants in the Solicitation
Monmouth and certain of its directors and executive officers and other employees
may be deemed to be participants in a solicitation of proxies from Monmouth's
stockholders under the rules of the SEC. Investors may obtain information
regarding the names, affiliations and interests of directors and executive
officers of Monmouth in Monmouth's Annual Report on Form 10-K for Monmouth's
fiscal year ended September 30, 2020, which was filed with the SEC on November
23, 2020, as well as in its other filings with the SEC, including the proxy
statement materials filed by Monmouth in connection with the special meeting of
Monmouth shareholders held in August 2021. Other information regarding the
participants in the proxy solicitation and a description of their direct and
indirect interests, by security holdings or otherwise, will be contained in the
Proxy Statement and other relevant materials to be filed with the SEC in respect
of the proposed merger when they become available.
Forward-Looking Statements
Any forward-looking statements contained in this communication are intended to
be made pursuant to the safe harbor provisions of Section 21E of the Securities
Exchange Act of 1934, as amended. Forward-looking statements relate to
expectations, beliefs, projections, future plans and strategies, anticipated
events or trends and similar expressions concerning matters that are not
historical facts. In some cases, you can identify forward-looking statements by
the use of forward looking terminology such as "may," "will," "should,"
"expects," "intends," "plans," "anticipates," "believes," "estimates,"
"predicts," "potential," or the negative of these words and phrases or similar
words or phrases which are predictions of or indicate future events or trends
and which do not relate solely to historical matters. You can also identify
forward looking statements by discussions of strategy, plans or intentions. Any
forward-looking statements contained in this communication reflect Monmouth's
current views about future events and are subject to numerous known and unknown
risks, uncertainties, assumptions and changes in circumstances that may cause
actual results to differ significantly from those expressed in any
forward-looking statement. For a further discussion of other factors that could
cause Monmouth's future results to differ materially from any forward-looking
statements, see the section entitled "Risk Factors" in Monmouth's most recent
Annual Report on Form 10-K and in its Quarterly Reports on Form 10-Q. While
forward-looking statements reflect Monmouth's good faith beliefs, they are not
guarantees of future performance. Monmouth disclaims any obligation to publicly
update or revise any forward-looking statement to reflect changes in underlying
assumptions or factors, of new information, data or methods, future events or
other changes.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number Description
99.1 Press Release, dated September 13,
2021
104 Cover Page Interactive Data File
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