UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(AMENDMENT NO. __)(1)
MONMOUTH REAL ESTATE INVESTMENT CORPORATION
-----------------------------------------------------
(Name of Issuer)
CLASS A COMMON STOCK, PAR VALUE $.01 PER SHARE
-----------------------------------------------------
(Title of Class of Securities)
609720-10-7
-------------------------------
(CUSIP Number)
MATTHEW T. MOROUN
CHAIRMAN OF THE BOARD
OAKLAND FINANCIAL CORPORATION
34200 MOUND ROAD
STERLING HEIGHTS, MICHIGAN 48310
(800) 201-0450
----------------------------------------------------------
Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 19, 2002
----------------------
(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 Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), Rule 13d-1(f), or 13d-1(g), check the
following box. [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. SEE Rule 13d-7(b) for other
parties to whom copies are to be sent.
(1) 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 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).
Page 1 of 13
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NAME OR REPORTING PERSON
1. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
Oakland Financial Corporation (Federal ID #38-3276605)
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
SEE ITEM 3
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION:
Delaware
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NUMBER OF 7. SOLE VOTING POWER
SHARES
BENEFICIALLY 50,000
OWNED BY --------------------------------------------------------------
EACH 8. SHARED VOTING POWER
REPORTING
PERSON 567,558*
--------------------------------------------------------------
9. SOLE DISPOSITIVE POWER
50,000
--------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
567,558*
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,000
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.5%
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14. TYPE OF REPORTING PERSON
HC
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* Consists of (i) 50,000 shares owned by Oakland Financial Corporation,
(ii) 306,068 shares owned by Liberty Bell Agency, Inc., and (iii)
211,490 owned by Cherokee Insurance Company as of the close of business
on March 19, 2002. Matthew T. Moroun is the Chairman of the Board and
controlling stockholder of Oakland Financial Corporation. Liberty Bell
Agency, Inc. and Cherokee Insurance Company are wholly owned
subsidiaries of Oakland Financial Corporation.
Page 2 of 13
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1. NAME OR REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
Liberty Bell Agency, Inc. (Federal ID #38-2338264)
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
SEE ITEM 3
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION:
Michigan
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NUMBER OF 7. SOLE VOTING POWER
SHARES
BENEFICIALLY 306,068
OWNED BY --------------------------------------------------------------
EACH 8. SHARED VOTING POWER
REPORTING
PERSON 567,558*
--------------------------------------------------------------
9. SOLE DISPOSITIVE POWER
306,068
--------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
567,558*
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
306,068
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.8%
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
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* Consists of (i) 50,000 shares owned by Oakland Financial Corporation,
(ii) 306,068 shares owned by Liberty Bell Agency, Inc., and (iii)
211,490 owned by Cherokee Insurance Company as of the close of business
on March 19, 2002. Matthew T. Moroun is the Chairman of the Board and
controlling stockholder of Oakland Financial Corporation. Liberty Bell
Agency, Inc. and Cherokee Insurance Company are wholly owned
subsidiaries of Oakland Financial Corporation.
Page 3 of 13
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1. NAME OR REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
Cherokee Insurance Company (Federal ID #38-3464294)
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
SEE ITEM 3
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
Michigan
--------------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER
SHARES
BENEFICIALLY 211,490
OWNED BY --------------------------------------------------------------
EACH 8. SHARED VOTING POWER
REPORTING
PERSON 567,558*
--------------------------------------------------------------
9. SOLE DISPOSITIVE POWER
211,490
--------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
567,558*
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
211,490
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.0%
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IC
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* Consists of (i) 50,000 shares owned by Oakland Financial Corporation,
(ii) 306,068 shares owned by Liberty Bell Agency, Inc., and (iii)
211,490 owned by Cherokee Insurance Company as of the close of business
on March 19, 2002. Matthew T. Moroun is the Chairman of the Board and
controlling stockholder of Oakland Financial Corporation. Liberty Bell
Agency, Inc. and Cherokee Insurance Company are wholly owned
subsidiaries of Oakland Financial Corporation.
Page 4 of 13
STATEMENT PURSUANT TO RULE 13d-1
OF THE GENERAL RULES AND REGULATIONS
UNDER THE SECURITIES ACT OF 1934, AS AMENDED
ITEM 1. SECURITY AND ISSUER.
This Statement on Schedule 13D (the "Schedule 13D") relates to
shares of Class A common stock, par value $.01 per share (the "Common Stock"),
of Monmouth Real Estate Investment Corporation, a Delaware corporation
("Issuer"). The principal executive offices of Issuer are located at Juniper
Business Plaza, 3499 Route 9 North, Suite 3-C, Freehold, New Jersey 07728.
ITEM 2. IDENTITY AND BACKGROUND.
This Schedule 13D is filed by Oakland Financial Corporation, a
Delaware corporation ("Oakland"), Liberty Bell Agency, Inc., a Michigan
corporation ("Liberty Bell"), and Cherokee Insurance Company, a Michigan
corporation ("Cherokee"). Liberty Bell and Cherokee are wholly-owned
subsidiaries of Oakland. Matthew T. Moroun is Chairman of the Board and the
controlling stockholder of Oakland. Mr. Moroun is a United States citizen.
The principal executive offices of Oakland, Liberty Bell and
Cherokee are located at 34200 Mound Road, Sterling Heights, Michigan 48310.
The principal business of Oakland is to act as a financial
services holding company, the principal business of Liberty Bell is to act as an
insurance services company, and the principal business of Cherokee is to act as
an insurance company.
During the past five years, none of Oakland, Liberty Bell and
Cherokee, or, to the best knowledge of Oakland, Liberty Bell or Cherokee, any
director or executive officer thereof, has been convicted in a criminal
proceeding (excluding traffic violations and similar misdemeanors), nor has any
of Oakland, Liberty Bell or Cherokee, or, to the best knowledge of Oakland,
Liberty Bell or Cherokee, any director or executive officer thereof, been a
party to any civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which they have been or are currently 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The aggregate amount of funds used in purchasing the shares of
Common Stock reported as being beneficially owned in Item 5 hereof was
approximately $3,592,599. Oakland and Liberty Bell used general working capital
and borrowed funds through their respective securities margin accounts to
acquire the shares of Common Stock acquired by them. Cherokee used funds from
its general working capital to acquire the shares of Common Stock acquired by
it. Cherokee has not used any borrowed funds to acquire shares of Common Stock.
Page 5 of 13
On March 19, 2002, Oakland acquired 5,000 shares of Common Stock,
Liberty Bell acquired 41,068 shares of Common Stock, and Cherokee acquired
11,390 shares of Common Stock, representing total purchases of 57,458 shares of
Common Stock at costs ranging from $6.62 to $6.73 per share. The acquisition of
these 57,458 shares increased the total combined ownership of Oakland, Liberty
Bell and Cherokee to 567,558 shares of Common Stock, or approximately 5.3% of
the outstanding shares of Common Stock.
ITEM 4. PURPOSE OF TRANSACTION.
Oakland, Liberty Bell and Cherokee acquired 567,558 shares of
Common Stock between April 17, 2000 and March 19, 2002, bringing their total
ownership of the outstanding shares of Common Stock to approximately 5.3%. These
purchases were made for investment purposes and potentially to assist Issuer's
management and to exercise influence and control over Issuer's management and
operations.
Oakland, Liberty Bell and/or Cherokee currently intend to acquire
additional shares of Common Stock through open market purchases for investment
purposes and potentially to assist Issuer's management and to exercise influence
and control over Issuer's management and operations. In addition, depending on
market conditions, alternate investment opportunities, liquidity, and other
relevant business and personal considerations, Mr. Moroun (either acting in his
individual capacity or through Oakland, Liberty Bell, Cherokee or other
corporations directly or indirectly owned or controlled by him) may acquire
shares of Common Stock through open market purchases, public or private
offerings, privately negotiated transactions or otherwise for investment
purposes and potentially to assist Issuer's management and to exercise influence
and control over Issuer's management and operations. Oakland, Liberty Bell,
Cherokee and/or Mr. Moroun may seek one or more seats on the Board of Directors
of Issuer.
Except as set forth above, and as of the date hereof, the
reporting persons have no intention of making any plans or proposals that relate
to or would result in (a) the acquisition of additional securities of Issuer or
the disposition of securities of Issuer, (b) an extraordinary corporate
transaction such as a merger, reorganization, or liquidation, (c) a sale or
transfer of a material amount of assets of Issuer or any of its subsidiaries,
(d) any change in the present board of directors or management of Issuer,
including any plans or proposals to change the number or term of directors or to
fill any existing vacancies (although the reporting persons may cause future
changes to be made to the composition of the board through the addition of new
members), (e) any material change in the present capitalization or dividend
policy of Issuer, (f) any other material changes in Issuer's business or
corporate structure, (g) changes in Issuer's Charter, By-Laws, or instruments
corresponding thereto or other actions which may impede the acquisition or
control of Issuer by any person, (h) a class of securities of Issuer being
delisted from a national securities exchange or to ceasing to be authorized to
be quoted in an inter-dealer quotation system of a registered national
securities association, (i) a class of equity securities of Issuer becoming
eligible for termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934, as amended, or (j) any actions similar to those
listed in (a) through (i) above.
Notwithstanding anything to the contrary herein contained, each
of the reporting persons and Mr. Moroun expect to evaluate on an ongoing basis
Issuer's financial condition and prospects, their interest in and intentions
with respect to Issuer and market conditions generally. Accordingly, the
reporting persons and Mr. Moroun may change their plans at any time and from
Page 6 of 13
time to time, which could result in their making plans or proposals that would
result in actions similar to those listed in items (a) through (j) of the
preceding paragraph.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of March 19, 2002, Oakland owned 50,000 shares of Common
Stock, or approximately 0.5% of the outstanding shares of Common Stock, Liberty
Bell owned 306,068 shares of Common Stock, or approximately 2.8% of the
outstanding shares of Common Stock, and Cherokee owned 211,490 shares, or
approximately 2.0% of the outstanding shares of Common Stock. On a combined
basis, as of March 19, 2002, the reporting persons beneficially owned an
aggregate of approximately 5.3% of the outstanding shares of Common Stock.
The above ownership percentages are calculated based on the total
number of outstanding shares of Common Stock as reported by Issuer in its Form
10-Q for the quarter ended December 31, 2001. The total number of outstanding
shares of Common Stock reported in Issuer's most recent Form 10-Q, and the
306,068 shares of Common Stock owned by Liberty Bell, do not include any shares
acquired pursuant to Issuer's Dividend and Reinvestment Plan on or about March
15, 2002. Liberty Bell purchased $40,000 worth of shares of Common Stock on or
about March 15, 2002 pursuant to Issuer's Dividend and Reinvestment Plan, but as
of the date of this filing Liberty Bell has not received confirmation from the
trustee as to the number of shares purchased in that transaction. It is
estimated that the $40,000 purchase would represent between 5,000 and 6,000
shares of Common Stock, or less than 0.1% of the outstanding shares of Common
Stock.
(b) As of March 19, 2002, Oakland had the sole power to vote or
direct the vote and to dispose or direct the disposition of an aggregate of
50,000 shares of Common Stock, or approximately 0.5% of the outstanding shares
of Common Stock, Liberty Bell had the sole power to vote or direct the vote and
to dispose or direct the disposition of an aggregate of 306,068 shares of Common
Stock, or approximately 2.8% of the outstanding shares of Common Stock, and
Cherokee had the sole power to vote or direct the vote and to dispose or direct
the disposition of an aggregate of 211,490 shares of Common Stock, or
approximately 2.0% of the outstanding shares of Common Stock.
(c) During the 60-day period preceding the date of this Schedule
13D, Oakland acquired the following shares of Common Stock through open market
purchases:
February 22, 2002 -- 1,210 shares at a cost of between $6.70 and $6.71 per
share, for total cost of $8,112
March 19, 2002 -- 5,000 shares at a cost of $6.73 per share, for total
cost of $33,655
During the 60-day period preceding the date of this Schedule 13D,
Liberty Bell acquired the following shares of Common Stock through open market
purchases:
February 14, 2002 -- 7,500 shares at a cost of $6.73 per share, for a total
cost of $50,480
February 15, 2002 -- 5,000 shares at a cost of $6.67 per share, for a total
cost of $33,355
Page 7 of 13
February 19, 2002 -- 5,000 shares at a cost of $6.69 per share, for a total
cost of $33,455
February 20, 2002 -- 5,000 shares at a cost of $6.69 per share, for a total
cost of $33,455
February 22, 2002 -- 5,000 shares at a cost of $6.68 per share, for a total
cost of $33,405
February 25, 2002 -- 6,500 shares at a cost of $6.70 per share, for a total
cost of $43,555
February 27, 2002 -- 3,600 shares at a cost of between $6.73 and $6.76 per
share, for a total cost of $24,233
February 28, 2002 -- 6,400 shares at a cost of between $6.73 and $6.75 per
share, for a total cost of $43,177
March 1, 2002 -- 5,000 shares at a cost of between $6.73 and $6.74 per
share, for a total cost of $33,655
March 4, 2002 -- 5,000 shares at a cost of $6.68 per share, for a total
cost of $33,405
March 18, 2002 -- 5,000 shares at a cost of $6.78 per share, for a total
cost of $33,905
March 19, 2002 -- 41,068 shares at a cost of between $6.62 and $6.70 per
share, for a total cost of $273,316
During the 60-day period preceding the date of this Schedule 13D,
Cherokee acquired the following shares of Common Stock through open market
purchases:
February 26, 2002 -- 1,000 shares at a cost of $6.70 per share, for a total
cost of $6,700
February 27, 2002 -- 100 shares at a cost of $6.70 per share, for a total
cost of $670
February 28, 2002 -- 300 shares at a cost of $6.70 per share, for a total
cost of $2,010
March 4, 2002 -- 2,509 shares at a cost of between $6.67 and $6.70 per
share, for a total cost of $16,807
March 19, 2002 -- 11,390 shares at a cost of between $6.65 and $6.77 per
share, for a total cost of $76,015
(d) Not applicable.
(e) Not applicable.
Page 8 of 13
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following exhibit is filed with this report.
Exhibit 1 Joint Filing Agreement dated as of March 22, 2002 by and among
the reporting persons.
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: March 22, 2002
OAKLAND FINANCIAL CORPORATION
By: /s/ Matthew T. Moroun
--------------------------------
Name: Matthew T. Moroun
Title: Chairman of the Board
LIBERTY BELL AGENCY, INC.
By: /s/ Matthew T. Moroun
--------------------------------
Name: Matthew T. Moroun
Title: Chairman of the Board
CHEROKEE INSURANCE COMPANY
By: /s/ Matthew T. Moroun
--------------------------------
Name: Matthew T. Moroun
Title: Chairman of the Board
Page 9 of 13
Exhibit 1
JOINT FILING AGREEMENT
We, the signatories to the Schedule 13D to which this Agreement is
attached, hereby agree that the Schedule 13D is, and any further amendments
hereto filed by any of us will be, filed on behalf of each of us.
Dated: March 22, 2002
OAKLAND FINANCIAL CORPORATION
By: /s/ Matthew T. Moroun
--------------------------------
Name: Matthew T. Moroun
Title: Chairman of the Board
LIBERTY BELL AGENCY, INC.
By: /s/ Matthew T. Moroun
--------------------------------
Name: Matthew T. Moroun
Title: Chairman of the Board
CHEROKEE INSURANCE COMPANY
By: /s/ Matthew T. Moroun
--------------------------------
Name: Matthew T. Moroun
Title: Chairman of the Board
Page 10 of 13
SCHEDULE A TO SCHEDULE 13D
Filed by Oakland Financial Corporation
Oakland Financial Corporation
Directors and Executive Officers
Name Present Address Present Principal Occupation
---- --------------- ----------------------------
Matthew T. Moroun 12225 Stephens Road Chairman of the Board
Chairman & Director Warren, MI 48089 Oakland Financial Corporation
and its subsidiaries
Mark J. Dadabbo 2535 Amberly Road President
President, Treasurer, Bloomfield Hills, MI 48301 Oakland Financial Corporation
Secretary & Director and its subsidiaries
Page 11 of 13
SCHEDULE B TO SCHEDULE 13D
Filed by Liberty Bell Agency, Inc.
Liberty Bell Agency, Inc.
Name Present Address Present Principal Occupation
---- --------------- ----------------------------
Matthew T. Moroun 12225 Stephens Road Chairman of the Board
Chairman & Director Warren, MI 48089 Oakland Financial Corporation
and its subsidiaries
Mark J. Dadabbo 2535 Amberly Road President
President, Treasurer, Bloomfield Hills, MI 48301 Oakland Financial Corporation
Secretary & Director and its subsidiaries
George Gerges 29834 Clarita V.P. Claims/Corp. Secretary
Corporate Secretary Livonia, MI 48152 Liberty Bell Agency, Inc.
Mark A. Schmalenberg 33643 Ashton Vice President
Vice President Sterling Heights, MI 48312 Liberty Bell Agency, Inc.
Page 12 of 13
SCHEDULE C TO SCHEDULE 13D
Filed by Cherokee Insurance Company
Cherokee Insurance Company
Directors and Executive Officers
Name Present Address Present Principal Occupation
---- --------------- ----------------------------
Matthew T. Moroun 12225 Stephens Road Chairman of the Board
Chairman & Director Warren, MI 48089 Oakland Financial Corporation
and its subsidiaries
Mark J. Dadabbo 2535 Amberly Road President
President, Treasurer, Bloomfield Hills, MI 48301 Oakland Financial Corporation
Secretary & Director and its subsidiaries
Warren V. Core 311 Heatherwood Court Chief Executive Officer
CEO & Director Winter Springs, FL 32708 Cherokee Insurance Company
H.W. (Bud) Sherrod 1057 Waterplace Way President
Director Knoxville, TN 37922 Ameriplan Benefit Corporation
Emmon W. Love 5332 Hickory Hollow Vice President
Director Knoxville, TN 37919 Ameriplan Benefit Corporation
Margaret M. Rohn 2082 Avon Lake Road Controller
Corporate Secretary Rochester Hills, MI 48307 Liberty Bell Agency, Inc.
Robert K. Kuhn 7102 Danbrooke Vice President & CFO
Vice President & CFO West Bloomfield, MI 48322 Cherokee Insurance Company
Mark Schmalenberg 33643 Ashton Vice President
Vice President Sterling Heights, MI 48322 Liberty Bell Agency, Inc.
Brian M. O'Meara 33086 Grennada Treasurer
Treasurer Livonia, MI 48154 Cherokee Insurance Company
Page 13 of 13