UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Monmouth Real Estate Investment Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
609720107
(CUSIP Number)
Eugene W. Landy
Chairman of the Board
United Mobile Homes, Inc.
Juniper Business Plaza, Suite 3-C
3499 Route 9 North
Freehold, New Jersey 07728
(732) 577-9997
(Name, Address and Telephone Number of Person Authorized to
Receive Notice and Communications)
February 13, 2004
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition that is the subject
of this statement, and is filing this statement because of
Rule 13d-1(b)(3) or (4), check the following: [ ]
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section
18 of the Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act
(however, see the Notes).
CUSIP No. 609720107 Page 2 of 6 Pages
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
United Mobile Homes, Inc., a Maryland corporation
Federal I.D. #22-1890929
2. Check the Appropriate Box if Member of a Group
(a) ____
(b) X
Existence of a group is not affirmed but see
relationship described herein.
3. SEC Use Only
4. Source of Funds: WC
5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
None _____
6. Citizen or Place of Organization
Maryland
7. Sole Voting Power
United Mobile Homes, Inc. 194,479.67
8. Shared Voting Power
Not applicable
9. Sole Dispositive Power
United Mobile Homes, Inc. 194,479.67
CUSIP No. 609720107 Page 3 of 6 Pages
10. Shared Dispositive Power
Not applicable
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
United Mobile Homes, Inc. 194,479.67
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
X
13. Percent of Class Represented by Amount in Row (11)
1.22%
14. Type of Reporting Person: CO
Item 1. Security and Issuer.
Common Stock issued by Monmouth Real Estate Investment
Corporation, Juniper Business Plaza, Suite 3-C, 3499 Route 9
North, Freehold, New Jersey 07728.
Item 2. Identity and Background
(a) This statement is filed on behalf of United Mobile
Homes, Inc., a Maryland corporation.
(b) The business address of United Mobile Homes, Inc.
is as follows:
United Mobile Homes, Inc.
Juniper Business Plaza, Suite 3-C
3499 Route 9 North
Freehold, New Jersey 07728
(c) The principal business of United Mobile Homes,
Inc. is a real estate investment trust owning and operating
manufactured home communities and other real estate.
(d) United Mobile Homes, Inc. has not during the past
five (5) years been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
CUSIP No. 609720107 Page 4 of 6 Pages
(e) United Mobile Homes, Inc. was not during the last
five (5) years a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and, as a
result of such proceeding ,was or is subject to a judgment,
decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect
to such laws.
(f) United Mobile Homes, Inc. is a Maryland
corporation with its principal executive offices in
Freehold, New Jersey.
Item 3. Source and Amount of Funds or Other
Consideration.
Answers to this Item 3 for United Mobile Homes, Inc.
are set forth above.
Item 4. Purpose of Transaction.
United Mobile Homes, Inc. and Monmouth Real Estate
Investment Corporation are two separate real estate
investment trusts ("REITs"). Certain directors are
directors of both REITs. Management of the two REITs
overlap. The two companies have been operated by common
management since their formation in 1968. United Mobile
Homes, Inc. specializes in the ownership and operation of
manufactured home communities. Monmouth Real Estate
Investment Corporation specializes in the ownership and
operation of net-leased industrial properties.
Common Stock of Monmouth Real Estate Investment
Corporation was acquired for investment purposes. The
acquisition involved no change of control of Monmouth Real
Estate Investment Corporation. United Mobile Homes, Inc. is
a shareholder in Monmouth Real Estate Investment
Corporation. United Mobile Homes, Inc. has no plans for the
following:
(a) The acquisition by any person or additional
securities of the issuer, or the disposition of securities
of the issuer; except that purchases of Monmouth Real Estate
Investment Corporation common stock may be made from time to
time under the Company's Dividend Reinvestment and Stock
Purchase Plan.
(b) the extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the issuer
or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets
of the issuer or any of its subsidiaries;
CUSIP No. 609720107 Page 5 of 6 Pages
(d) any change in the present board of directors or
management of the issuer, including any plans or proposals
to change the number or term of directors or to fill any
existing vacancies on the board;
(e) any material change in the present capitalization
or dividend policy of the issuer;
(f) any other material change in the issuer's business
or corporate structure;
(g) changes in the issuer's charter, by-laws or
instruments corresponding thereto or other actions which may
impede the acquisition or control of the issuer by any
person;
(h) causing a class of securities of the issuer to be
delisted from a national securities exchange or to cease to
be authorized to be quoted in an interdealer quotation
system of a registered national securities association;
(i) a class of equity securities of the issuer
becoming eligible for termination or registration; or
(j) any action similar to any of those enumerated
above.
Item 5. Interest in the Securities of the Issuer.
(a) As of the close of business on February 13, 2004,
United Mobile Homes, Inc. owns 194,479.67 shares of common
stock of the Issuer, which is 1.22% of the total outstanding
shares of the common stock of the Issuer.
(b) The information required by this sub-paragraph is
contained in the responses to ITEMS 7-10 of the second part
of the cover page hereto, which items are hereby
incorporated by reference.
(c) The following transactions were effected by United
Mobile Homes, Inc. with respect to the Common Stock of
Monmouth Real Estate Investment Corporation during the past
60 days:
Amount Character of
Name Date of Transaction Price Per
Shares Share
United Mobile Open market
Homes 1/26/04 50,000 sale $8.65 to $8.88
United Mobile
Homes 2/13/04 500,000 Private sale $8.20
CUSIP No. 609720107 Page 6 of 6 Pages
(d) This item is not applicable.
(e) The date on which the reporting person ceased to
be the beneficial owner of more than five percent (5%) of
the class of securities:
February 13, 2004.
The reduction below five percent (5%) of the class of
securities was caused by a private sale of a material amount
of the shareholdings in Monmouth Real Estate Investment
Corporation. As a result, United Mobile Homes, Inc. now
holds 1.22% of the stock of the issuer and need no longer
file a Schedule 13D.
The reduction below five percent (5%) of the class of
securities was also caused by Monmouth Real Estate
Investment Corporation issuing new shares. At January 15,
2004, Monmouth Real Estate Investment Corporation had
outstanding 15,959,027 shares. United Mobile Homes, Inc.
held 744,479 shares (less than 5%).
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the
Issuer.
United Mobile Homes, Inc. is not a party to any
contract, arrangement, understanding or relationship with
respect to any securities of the Issuer. There are no
contracts, arrangements, understandings or relationships
among the persons named except as described in the proxy
statement dated July 10, 2003 and filed on Form 14A on July
10, 2003, and incorporated herein by reference.
Item 7. Material to be Filed as Exhibits.
None
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set
forth in this statement is true, complete and correct.
Dated: February 20, 2004
United Mobile Homes, Inc.,
a Maryland corporation
By /s/Eugene W. Landy
Eugene W. Landy
Chairman of the Board