TOTAL PAGES: 29
Registration No.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3D
REGISTRATION STATEMENT
Under The Securities Act of l933
UNITED MOBILE HOMES, INC.
(Exact name of registrant as specified in its charter)
Maryland
(State or other jurisdiction of incorporation or organization)
22-1890929
(I.R.S. Employer Identification No.)
Juniper Business Plaza, Suite 3-C, 3499 Rt. 9 North,
Freehold, NJ 07728
Telephone No. 732-577-9997
(Address, including zip code, and telephone number,
including area of registrant's principal executive offices)
Eugene W. Landy, Esq., Juniper Business Plaza, Suite 3-C,
3499 Rt. 9 North, Freehold, NJ 07728
(Name and Address, including zip code, of agent for service)
Telephone No. 732-577-9997
(Telephone number, including area code, of agent for service)
Approximate date of commencement of proposed sale to the
public is as soon as possible after the effective date of
the Registration Statement.
If the only securities being registered on this Form are
being offered pursuant to dividend or interest reinvestment
plans, please check the following box : X
If any of the securities being registered on this Form are
to be offered on a delayed or continuous basis pursuant to
Rule 145 under the Securities Act of 1933, other than
securities offered only in connection with dividend or
interest reinvestment plan, check the following box: ____
Calculation of Registration Fee
Title of Each Proposed Proposed
Class of maximum maximum
Securities Amount offering aggregate Amount of
to be to be price offering Registration
Registered Registered per unit* price Fee
Common Shares 1,500,000 14.41 21,615,000 $2,738.62
*Estimated solely for the purpose of determining the
registration fee pursuant to Rule 457(c) and based upon the
closing price on The American Stock Exchange on April 29,
2004.
PROSPECTUS
UNITED MOBILE HOMES, INC.
Juniper Business Plaza
Suite 3-C, 3499 Route 9 North
Freehold, New Jersey 07728
732-577-9997
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
The Dividend Reinvestment and Stock Purchase Plan (the
"Plan") of United Mobile Homes, Inc. ("United") described
herein provides holders of United's Shares of Common Stock
("Shares of Common Stock" or "Shares") with a simple and
convenient method of investing cash dividends and optional
cash payments in additional Shares of Common Stock without
payment of any brokerage commission or service charge. The
Shares are listed and traded on the American Stock Exchange
under the symbol "UMH."
The proceeds of dividends reinvested in the Plan and
optional cash payments will be used to purchase original
issue Shares of Common Stock from United. The price of
Shares of Common Stock purchased with reinvested dividends
and optional cash payments will be 95% of the market price
(see Question 16).
Participants in the Plan may:
- Automatically reinvest cash dividends on all
Shares registered in their names.
- Automatically reinvest cash dividends on less than
all of the Shares registered in their names and
continue to receive cash dividends on the remaining
Shares.
- Invest by making optional cash payments at any
time of not less than $500 per payment nor more than
$1,000 per month, unless a Request for Waiver has
been accepted by United pursuant to Question 12
herein, whether or not any dividends on Shares
registered in the participant's name are being
reinvested. Optional cash payments will be invested
monthly, generally on the Investment Date.
Holders of Shares of Common Stock who do not choose to
participate in the Plan will continue to receive cash
dividends, as declared, in the usual manner.
IT IS SUGGESTED THAT THIS PROSPECTUS BE RETAINED FOR
FUTURE REFERENCE.
United reserves the right to terminate the Plan at any
time.
The Plan does not represent a change in United's
dividend policy or a guarantee of future dividends.
Dividends will continue to depend on earnings, financial
requirements, and other factors.
Page 2
This Prospectus relates to up to 1,500,000 Shares of
Common Stock with $.10 par value.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION")
NOR HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO
GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION OTHER
THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR
MADE, SUCH OTHER INFORMATION OR REPRESENTATION MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY UNITED. NEITHER
THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT
THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF UNITED SINCE THE
DATE HEREOF. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER
BY UNITED OR ANY AGENT OF UNITED OR ANY OTHER PERSON TO SELL
SECURITIES IN ANY STATE IN WHICH SUCH OFFER WOULD BE
UNLAWFUL. THIS PROSPECTUS RELATES ONLY TO THE SHARES OF
UNITED OFFERED HEREBY AND IS NOT TO BE RELIED UPON IN
CONNECTION WITH THE PURCHASE OR SALE OF ANY OTHER SECURITIES
OF UNITED.
THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED
ON OR ENDORSED THE MERITS OF THIS OFFERING. ANY
REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
The date of this Prospectus is April __, 2004
Page 3
TABLE OF CONTENTS
AVAILABLE INFORMATION 5
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 5
THE COMPANY 6
DESCRIPTION OF THE DIVIDEND REINVESTMENT AND STOCK
PURCHASE PLAN 6
PURPOSE 7
ADVANTAGES 7
ADMINISTRATION 8
ELIGIBILITY 8
PARTICIPATION 8
OPTIONAL CASH PAYMENTS 10
WAIVER OF MAXIMUM LIMITS 11
PURCHASES 11
COSTS 13
DIVIDENDS 13
REPORTS TO PARTICIPANTS 13
CERTIFICATES FOR SHARES 13
WITHDRAWAL FROM THE PLAN 14
OTHER INFORMATION 15
SPECIAL RULES TO PROTECT UNITED'S STATUS AS A QUALIFIED
REAL ESTATE INVESTMENT TRUST ("REIT") UNDER THE
PROVISIONS OF THE INTERNAL REVENUE CODE 17
USE OF PROCEEDS 18
EXPERTS 18
INDEMNIFICATION 18
Page 4
AVAILABLE INFORMATION
United is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and in accordance therewith files reports
and other information with the Securities and Exchange
Commission ("Commission") relating to its business,
financial position, results of operations and other matters.
Information as of particular dates concerning the Directors
is disclosed in proxy statements. Such reports, proxy
statements and other information can be inspected at the
Public Reference Room of the Commission, Room 1024, 450
Fifth Street, N.W., Washington, D.C.; and at certain of its
Regional Offices, located at Room 1204, Everett McKinley
Dirksen Building, 219 South Dearborn Street, Chicago,
Illinois; Room 1102, Federal Building, 26 Federal Plaza, New
York, New York; and 5757 Wilshire Boulevard, Suite 500 East,
Los Angeles, California. Please call the Commission at 1-
800-SEC-0330 for further information on the operation of the
public reference rooms. United's filings with the
Commission, including the Registration Statement with
respect to the Shares of Common Stock offered hereby, are
also available to you on the SEC's website
(http://www.sec.gov). United also has a website
(www.umh.com) through which you may access its recent
filings with the Commission. Information contained on its
website is not part of this prospectus. In addition, you
may look at United's filings with the Commission at the
offices of the American Stock Exchange ("AMEX") which is
located at 86 Trinity Place New York, NY 10006. United's
filings with the Commission are available at the AMEX
because its Common Stock is listed and traded on the AMEX
under the symbol "UMH."
United has filed with the Commission a Registration
Statement under the Securities Act of 1933 with respect to
the Shares of Common Stock offered hereby. This Prospectus
does not contain all of the information set forth in such
Registration Statement, certain parts of which are omitted
in accordance with the rules and regulations of the
Commission. For further information pertaining to United,
the Shares of Common Stock and related matters, reference is
made to such Registration Statement, including the exhibits
incorporated therein by reference or filed as a part
thereof.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
As the successor to United Mobile Homes, Inc., a New
Jersey corporation ("United New Jersey"), United
incorporates by reference the documents listed below:
- The Annual Report of United as of December 31,
2003, on Form 10-K filed with the Commission on
March 11, 2004.
- The description of United's Shares, $.10 par value,
which is contained in a registration statement filed
under the Exchange Act, including any amendment or
reports filed for the purpose of updating such
description.
Page 5
- All documents filed by United pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the
date of this Prospectus and prior to the termination of
the offering to which this Prospectus relates shall
also be deemed to be incorporated by reference in this
Prospectus and to be a part of this Prospectus from the
date of the filing of such documents.
The foregoing documents incorporated by reference in
this Prospectus (not including exhibits to the information
that are incorporated by reference unless such exhibits are
specifically incorporated by reference into the information
that this Prospectus incorporates) will be provided without
charge to each person to whom a prospectus is delivered,
upon written or oral request of such person, made to
Shareholder Relations, United Mobile Homes, Inc., Juniper
Business Plaza, Suite 3-C, 3499 Route 9 North, Freehold, New
Jersey 07728 (telephone number 732-577- 9997).
No person has been authorized to give any information,
or to make any representations other than those contained in
this Prospectus or referred to herein, and, if given or
made, such other information or representation must not be
relied upon as having been authorized by United. This
Prospectus does not constitute an offer or solicitation by
anyone in any state in which such offer or solicitation is
not authorized, or in which the person making such offer or
solicitation is not qualified to do so, or to any person to
whom it is unlawful to make such offer or solicitation. The
delivery of this Prospectus at any time does not imply that
information herein is correct as of any time subsequent to
the date hereof.
This Prospectus relates to the Shares of Common Stock
of United registered for sale under the Plan. It is
suggested that this Prospectus be retained for future
reference.
THE COMPANY
United is a corporation organized under the laws of
Maryland. United's principal executive offices are located
at Juniper Business Plaza, Suite 3-C, 3499 Route 9 North,
Freehold, New Jersey 07728. United's telephone number is
732-577-9997.
DESCRIPTION OF THE DIVIDEND REINVESTMENT
AND STOCK PURCHASE PLAN
The Dividend Reinvestment and Stock Purchase Plan (the
"Plan") for holders of Shares of Common Stock of United is
set forth in the following questions and answers.
Page 6
For further information concerning the Plan, please
address correspondence to:
Shareholder Relations
United Mobile Homes, Inc.
Juniper Business Plaza, Suite 3-C
3499 Route 9 North
Freehold, New Jersey 07728
PURPOSE
1. What is the purpose of the Plan?
The purpose of the Plan is to provide holders of record
of Shares of Common Stock of United with a convenient and
economical way of investing cash dividends and optional cash
payments in Shares of Common Stock of United at a 5%
discount from the market price prior to investment (see
Question 16) and without payment of any brokerage commission
or service charge. Since such Shares of Common Stock will
be purchased from United, United will receive additional
funds to make investments in real estate and for other
purposes.
ADVANTAGES
2. What are the advantages of the Plan?
By participating in the Plan:
- You may purchase Shares of Common Stock at a 5%
discount from the market price (see Question 16)
of Shares of Common Stock of United by reinvesting
cash dividends on all or less than all of the
Shares of Common Stock registered in your name.
- You may purchase additional Shares of Common
Stock at the same discount by making optional cash
payments at any time of not less than $500 per
payment nor more than $1,000 per month, unless a
Request for Waiver has been accepted by United
pursuant to Question 12 herein.
- You pay no brokerage commission or service
charge in connection with investments under the
Plan.
- Recordkeeping is simplified under the Plan by
the provision of a statement of account to each
participant.
- You are assured safekeeping of Shares of Common
Stock credited to your account because
certificates are not issued unless requested.
Page 7
ADMINISTRATION
3. Who administers the Plan?
American Stock Transfer & Trust Company (AST) (the
"Agent") administers the Plan. AST can be contacted by
phone at 1-888-777-0316, via their website at
www.amstock.com, or by mail at P. O. Box 922, Wall Street
Station, New York, NY 10269-0560. On behalf of
participants, the Agent keeps records, sends statements of
account after each purchase to participants and performs
other duties relating to the Plan. The Agent purchases
Shares of Common Stock from United as agent for participants
in the Plan and credits the shares to the accounts of the
individual participants.
ELIGIBILITY
4. Who is eligible to participate?
(a) Shareholders of Record
All holders of record of Shares of Common Stock
are eligible to participate in the Plan.
(b) Beneficial Owners of Shares of Common Stock
Beneficial owners, whose Shares of Common Stock
are registered in names other than their own (for
instance, in the name of a broker or bank
nominee), may not participate in the reinvestment
of cash dividends on such Shares of Common Stock.
Nevertheless, the shareholder, all of whose Shares
of Common Stock are in street name or nominee
name, may participate in the optional cash payment
provision by completing and sending in the
Authorization Card certifying that he is a
shareholder of United.
5. How is the Plan to be interpreted?
Any question of interpretation arising under the Plan
will be determined by United and any such determination will
be final.
PARTICIPATION
6. How do Holders of Shares of Common Stock join the Plan?
A holder of record of Shares of Common Stock may join
the Plan at any time by completing and signing an
Authorization Card and returning it to the Agent. An
Authorization Card may be obtained at any time by writing to
United Mobile Homes, Inc., Juniper Business Plaza, Suite 3-
C, 3499 Route 9 North, Freehold, New Jersey 07728.
Page 8
7. What does the Authorization Card provide?
If you check the appropriate box on the Authorization
Card, you may elect "Full Dividend Reinvestment" and the
Agent will apply all cash dividends on all the Shares of
Common stock then or subsequently registered in your name,
together with any optional cash payments, toward the
purchase of Shares of Common Stock.
If you elect to reinvest dividends on only a portion of
your Shares of Common Stock, you should check the "Partial
Dividend Reinvestment" box on the Authorization Card and the
Agent will reinvest cash dividends on only the number of
whole Shares of Common Stock you specify on the
Authorization Card, together with any optional cash
payments, toward the purchase of Shares of Common Stock, and
will pay cash dividends on the rest of your Shares.
If the "Optional Cash Payments" box on the
Authorization Card is checked, you will continue to receive
cash dividends on Shares of Common Stock in the usual
manner, but the Agent will apply any optional cash payment
received with the Authorization Card or with a subsequent
payment form (see Question 11) to the purchase of Shares of
Common Stock under the Plan.
The Authorization Card also provides a certification to
be signed by beneficial owners whose Shares of Common Stock
are held in street or nominee name who wish to participate
in the optional cash payment provisions.
The Agent will reinvest automatically any subsequent
dividends on the Shares of Common Stock credited to your
account under the Plan. The Plan, in other words, operates
so as to reinvest dividends on a cumulative basis on the
Shares of Common Stock designated on your Authorization Card
and on all Shares of Common Stock accumulated and held in
your Plan account, until you specify otherwise by notice in
writing delivered to the Agent or withdraw from the Plan
altogether, or until the Plan is terminated. See Question
29 for the consequences of sales of Shares of Common Stock
subject to the Plan.
8. What are my options under the Plan?
By marking the appropriate spaces on the Authorization
Card, you may choose among the following investment options:
- To reinvest cash dividends automatically on all
Shares of Common Stock now and subsequently registered
in your name at 95% of the market price (see Question
16 for a description of how this is computed).
- To reinvest cash dividends automatically on less than
all of the Shares of Common Stock registered in your
name (a specified number of full shares) at 95% of the
market price and continue to receive cash dividends on
the remaining Shares of Common Stock.
Page 9
- To invest by making optional cash payments at any
time in any amount not less than $500 per payment nor
more than $1,000 per month, unless a Request for Waiver
has been accepted by United pursuant to Question 12
herein, whether or not any dividends are being
automatically reinvested, at 95% of the market price.
9. May I change options under the Plan?
Yes. You may change options under the Plan at any time
by completing and signing a new Authorization Card and
returning it to the Agent. The answer to Question 6 tells
how to obtain an Authorization Card and return envelope.
Any change concerning the reinvestment of dividends must be
received by the Agent not later than five days prior to the
record date for a dividend (see Question 10) in order for
the change to become effective with that dividend.
10. When will investment of dividends respecting Shares of
Common Stock start?
If your Authorization Card is received by the Agent
five calendar days prior to the record date for determining
the holders of shares entitled to receive the next dividend,
reinvestment of your dividends will commence with the next
dividend. The record dates for dividend payments on the
Shares of Common Stock are generally on or about February
l5, May l5, August l5 and November l5. If your
Authorization Card is received subsequent to five calendar
days prior to the record date, reinvestment of your
dividends (or designated portion thereof) will not start
until payment of the next following dividend.
OPTIONAL CASH PAYMENTS
11. How does the cash payment option work?
Each participant in the Plan may invest in additional
Shares of Common Stock by making optional cash payments at
any time. Participants in the Plan have no obligation to
make any optional cash payments. Optional payments may be
made at irregular intervals and the amount of each optional
payment may vary, but no optional payments may be less than
$500 and the total optional payments invested by each owner
of Shares of Common Stock may not exceed $1,000 per month,
unless a Request for Waiver has been accepted by United
pursuant to Question 12 herein.
An optional cash payment may be made by enclosing a
check or money order with the Authorization Card when
enrolling; and thereafter by forwarding a check or money
order to the Agent with a payment form which will be
attached to each statement of account. Checks and money
orders must be in United States dollars and should be made
payable to "American Stock Transfer & Trust Company." No
interest will be paid on optional cash payments held by the
Agent pending the purchase of Shares of Common Stock. (See
Questions 14 and 15).
Page 10
Optional cash payments must be received by the Agent by the
tenth (10th) day of each calendar month. Cash payments
received by the Agent subsequent to that date will be
applied to the next month's optional investment.
WAIVER OF MAXIMUM LIMITS
12. May I make an optional cash payment in excess of $1,000
per month?
Optional cash investments in excess of $1,000 per month
may be made only pursuant to a Request for Waiver accepted
by United. Participants who wish to submit an optional cash
investment in excess of $1,000 for any Investment Date must
obtain the prior written approval of United. A Request for
Waiver should be directed to Shareholder Relations at United
via telephone at 732-577-9997. United has sole discretion
to grant any approval for optional cash investments in
excess of the allowable maximum amount. In deciding whether
to approve a Request for Waiver, United will consider
relevant factors including, but not limited to, United's
need for additional funds, the attractiveness of obtaining
such additional funds through the sale of Common Stock as
compared to other sources of funds, the purchase price
likely to apply to any sale of Common Stock, the participant
submitting the request, the extent and nature of such
participant's prior participation in the Plan, the number of
Shares of Common Stock held of record by such participant,
and the aggregate amount of optional cash investments in
excess of $1,000 for which Requests for Waiver have been
submitted by all participants. If Requests for Waiver are
submitted for any Investment Date for an aggregate amount in
excess of the amount United is then willing to accept,
United may honor such requests in order of receipt, pro rata
or by any other method that United determines to be
appropriate. With regard to optional cash investments made
pursuant to a Request for Waiver, the Plan does not provide
for a predetermined maximum limit on the amount that a
participant may invest or on the number of shares that a
participant may purchase.
United does not anticipate approving any single
participant Requests for Waiver to purchase more than one
percent (1%) of the outstanding shares of United. United
will generally grant Requests for Waiver where the
participant is requesting to make one optional cash
investment in lieu of making a series of investments over
the next twelve (12) month period and so specifies in the
participant's written request.
In no event will United be able to issue more shares in
total than the number of shares registered for sale.
PURCHASES
13. What is the source of Shares of Common Stock purchased
under the Plan?
Page 11
Shares of Common Stock purchased under the Plan come
from authorized but unissued Shares of Common Stock of
United. Shares will not be purchased in the open market.
14. When will dividends and optional cash payments be
invested in Shares of Common Stock?
Reinvestment of dividends will be made on the date when
the dividend becomes payable. Optional cash payments will
be invested on the Investment Date. Participants will
become owners of Shares of Common Stock purchased under the
Plan as of the date of purchase. In order to allow
sufficient time for processing, optional cash payments must
be received by the Agent by the tenth (10th) day of each
month. Optional cash payments received by the Agent
subsequent to that date will be applied to the next month's
optional investment.
15. What is the Investment Date?
The Investment Date for dividends will be the Dividend
Payment Date. Dividend Payment Dates are generally March
15, June 15, September 15 and December 15. For optional
cash payments, the Investment Date will be the Dividend
Payment Date in months having dividends payable or otherwise
on the fifteenth (15th) of each month. If an Investment
Date falls on a Saturday, Sunday or holiday, the Investment
Date will be the next following business day.
16. What will be the price of Shares purchased under the
Plan?
The Officers of United will determine the price of
Shares to be purchased. It is intended that the price of
Shares to be purchased will be at a 5% discount from the
market price (as defined below).
The Shares of Common Stock are traded on the American
Stock Exchange ("AMEX"). The Officers of United will fix
the reinvestment price at a discount price equal to 95% of
the market price. The price at which the Shares of Common
Stock will be purchased will be the higher of 95% of the
average of the daily high and low sale prices of United's
Common Stock on the AMEX on the four trading days including
and preceding the Investment Date or 95% of the average of
the high and low sale prices of United's Common Stock on the
AMEX on the Investment Date. In the event there is no
trading in the Shares, or if for any reason United and the
Agent have difficulty in determining the price of Shares to
be purchased under the Plan, then United, on consultation
with the Agent, will use such other public report or sources
as United deems appropriate to determine the market price
and the appropriate 5% discount. If the reinvestment price
involves a decimal which is not equal to one-eighth of a
point, the reinvestment price will be rounded up to the next
higher one-eighth of a point.
17. How will the number of Shares of Common Stock purchased
for me be determined?
The number of Shares of Common Stock that will be
purchased for you on any Investment Date will depend on the
amount of your dividends to be invested, the amount of any
optional cash payments and the applicable purchase price of
the Shares of Common Stock that results from dividing the
aggregate amount of dividends and optional payments to be
invested by the applicable purchase price. Fractional
shares will be credited to your account. At any time when
you withdraw from the Plan or request all Shares to be
transferred to your name, the fractional share will be paid
in cash.
Page 12
COSTS
18. Are there any costs to me for my purchases under the
Plan?
There are no brokerage fees for purchases of Shares of
Common Stock under the Plan because Shares are purchased
directly from United. All costs of administration of the
Plan will be paid by United. Brokers and nominees may
impose charges or fees in connection with their handling of
participation in the Plan by nominee and fiduciary accounts.
DIVIDENDS
19. Will dividends be paid on Shares of Common Stock held
in my Plan account?
Yes. Any cash dividends declared on Shares of Common
Stock are automatically reinvested in additional shares and
credited to your account.
REPORTS TO PARTICIPANTS
20. What reports will be sent to participants in the Plan?
Following each purchase of Shares of Common Stock for
your account, the Agent will mail to you a statement of
account showing amounts invested, the purchase price (see
Question 16), the number of Shares purchased, and other
information for the year to date. Each participant will
receive a Form 1099 showing income reportable for Federal
income tax purposes following the final purchase in each
calendar year (see Question 29). These statements are your
record of the cost of your purchases and should be retained
for income tax and other purposes. In addition, during the
year you will receive copies of the same communications sent
to all other holders of Shares of Common Stock.
CERTIFICATES FOR SHARES
21. Will I receive certificates for Shares of Common Stock
purchased under the Plan?
Shares of Common Stock purchased by the Agent for your
account will be registered in the name of the Agent's
nominee and certificates for such Shares will not be issued
to you until requested. The total number of Shares credited
to your account will be shown on each statement of account.
This custodial service helps to protect you against the risk
of loss, theft or destruction of stock certificates.
Certificates for any number of whole Shares credited to
your account will be issued to you at any time upon written
request to the Agent. Cash dividends with respect to Shares
represented by certificates issued to you will continue to
be automatically reinvested. Any remaining Shares will
continue to be credited to your account.
Page 13
If the written request to the Agent is for certificates
to be issued for all Shares credited to your account, any
fractional share will be paid in cash.
Certificates for fractions of shares will not be issued
under any circumstances.
22. May Shares of Common Stock in my Plan account be
pledged?
No. You must first request that certificates for
Shares credited to your Plan account be issued to you (see
Question 21) before you can pledge such Shares.
23. In whose name will certificates be registered and
issued?
When issued, certificates for Shares of Common Stock
will be registered in the name in which your Plan account is
maintained. For holders of record, this generally will be
the name or names in which your Share certificates are
registered at the time you enroll in the Plan. Upon written
request, Shares will be registered in any other name, upon
the presentation to the Agent of evidence of compliance with
all applicable transfer requirements (including the payment
of any applicable transfer taxes).
WITHDRAWAL FROM THE PLAN
24. When may I withdraw from the Plan?
You may withdraw from the Plan at any time. If your
request to withdraw is received by the Agent five calendar
days prior to the record date for determining the holders
entitled to receive the next dividend respecting any Shares
of Common Stock held by you, your request will be processed
following receipt of the request by the Agent. If your
request to withdraw is received by the Agent subsequent to
five calendar days prior to the record date for determining
the holders entitled to receive the next dividend respecting
such Shares of Common Stock but before payment of the
dividend, the dividend will be reinvested for your account
and your request for withdrawal will be processed promptly
thereafter.
After your request for withdrawal has become effective,
all dividends will be paid in cash to you unless and until
you re-enroll in the Plan, which you may do at any time.
25. How do I withdraw from the Plan?
In order to withdraw from the Plan, please complete the
tear-off portion of any Plan statement and send it to
American Stock Transfer & Trust Company, P. O. Box 922, Wall
Street Station, New York, NY 10269-0560. When you
withdraw from the Plan, or upon termination of the Plan by
United, certificates for Shares credited to your account
under the Plan will be issued to you. Any fractional share
will be paid in cash.
Page 14
OTHER INFORMATION
26. What happens if I sell or transfer Shares of Common
Stock registered in my name?
If you dispose of all Shares of Common Stock registered
in your name, the dividends on the Shares credited to your
Plan account will continue to be reinvested until you notify
the Agent that you wish to withdraw from the Plan.
27. What happens if United issues a stock dividend,
declares a stock split or has a rights offering?
Any stock dividends or split shares distributed by
United on Shares of Common Stock credited to your Plan
account will be added to your account. Stock dividends or
split shares distributed on Shares of Common Stock for which
you hold certificates will be mailed directly to you in the
same manner as to shareholders who are not participating in
the Plan.
In a regular rights offering, as a holder of record you
will receive rights based upon the total number of Shares of
Common Stock owned; that is, the total number of Shares for
which you hold certificates and the total number of Shares
held in your Plan account.
28. Can I vote shares in my Plan account at meetings of
shareholders?
Yes. You will receive a proxy for the total number of
Shares of Common Stock held, both the Shares for which you
hold certificates and those credited to your Plan account.
The total number of Shares of Common Stock held may also be
voted in person at a meeting.
If the proxy is not returned or if it is returned
unsigned, none of your Shares of Common Stock will be voted
unless you vote in person.
29. What are the Federal income tax consequences of
participation in the Plan?
Under Internal Revenue Service rulings in connection
with similar plans, dividends reinvested will be treated as
taxable notwithstanding the dividends are reinvested in
stock. Under prior Internal Revenue Service rulings, it was
assumed the 5% discount was also taxable. Recent Internal
Revenue Service rulings suggest that the 5% is a reduced
taxable basis for the shares received. Shareholders should
consult their own tax consultant on the proper tax treatment
of the discount.
Distributions of real estate investment trusts are
treated as dividends to the extent a real estate investment
trust has earnings and profits for Federal income tax
purposes. To the extent that the amount so distributed by
United exceeds the current and accumulated earnings and
profits of United, such excess would be treated for Federal
income tax purposes as a return of capital to the
shareholder. Each participant will receive a Form 1099
showing total dividend income, the amount of any return of
capital distribution and the amount of any capital gain
dividend for the year.
Page 15
The holding period of Shares of Common Stock acquired
under the Plan, whether purchased with dividends or optional
cash payments, will begin on the day following the date on
which the Shares were purchased for your account.
As a participant in the Plan you will not realize any
taxable income when you receive certificates for whole
Shares credited to your account, either upon your request
for such certificates or upon withdrawal from or termination
of the Plan. However, you will recognize gain or loss
(which, for most participants, will be capital gain or loss)
when whole Shares acquired under the Plan are sold or
exchanged after your withdrawal from or the termination of
the Plan. If such gain or loss is capital, it will be long-
term capital gain or loss if the shares sold are held for
more than one year and will be short-term capital gain or
loss if the Shares sold are held for one year or less.
30. What is the responsibility of United and the Agent
under the Plan?
Neither United nor the Agent nor its nominees, in
administering the Plan, will accept liability for any act
done in good faith or for any good faith omission to act,
including, without limitation, any claim of liability
arising out of failure to terminate a participant's account
upon such participant's death prior to receipt of notice in
writing of such death.
NEITHER UNITED NOR THE AGENT CAN ASSURE YOU OF A PROFIT OR
PROTECT YOU AGAINST A LOSS ON SHARES PURCHASED UNDER THE
PLAN.
31. How are income tax withholding provisions applied to
participants?
In the case of foreign participants who elect to have
their dividends reinvested or who elect to make optional
cash payments and whose dividends are subject to United
States income tax withholding, an amount equal to the
dividends payable to such participants who elect to reinvest
dividends, or the amount of the optional cash payment made
by a participant, less the amount of tax required to be
withheld, will be applied by the Agent to the purchase of
Shares of Common Stock. A Form 1042S, mailed to each
foreign participant after the final purchase of the calendar
year, will show the amount of tax withheld in that year. A
Form 1099 will be mailed to domestic participants in the
event that Federal income tax withholding is imposed in the
future on dividends to domestic participants.
32. May the Plan be changed or discontinued?
United reserves the right to modify, suspend or
terminate the Plan at any time. All participants will
receive notice of any such action. Any such modification,
suspension or termination will not, of course, affect
previously executed transactions. United also reserves the
right to adopt, and from time to time change, such
administrative rules and regulations (not inconsistent in
substance with the basic provisions of the Plan then in
effect) as it deems desirable or appropriate for the
administration of the Plan. The Agent reserves the right to
resign at any time upon reasonable written notice to United.
Page 16
The purpose of the Plan is to provide shareholders with
a systematic and convenient method of investing dividends
and optional cash payments for long-term investment. Use of
the Plan for any other purpose is prohibited.
United reserves the right to return optional cash
payments to subscribing shareholders if, in United's
opinion, the investment is not consistent with the purposes
of the Plan. Shareholders who establish multiple accounts
to circumvent the $1,000 per month limit on optional cash
investments are subject to United's right to return all
optional cash payments.
United would consider lowering or eliminating the
discount without prior notice to participants if for any
reason United believed that participants were engaging in
positioning and other transactions with the intent to
purchase Shares of Common Stock under the Plan and then
immediately reselling such Shares of Common Stock in order
to capture the discount. Any participants who engages in
such transactions may be deemed to be underwriters within
the meaning of Section 2(11) of the Securities Act of 1933.
________________________________________
After the closing of the offering, all investors will
be provided annually with financial statements of United
Mobile Homes, Inc., including a consolidated balance sheet
and the related consolidated statements of income,
shareholders' equity and cash flows, accompanied by an
independent auditors' report stating that an audit of such
consolidated financial statements has been made in
accordance with auditing standards generally accepted in the
United States of America stating the opinion of the auditor
with respect to the financial statements.
SPECIAL RULES TO PROTECT UNITED'S STATUS AS A QUALIFIED REAL
ESTATE INVESTMENT TRUST ("REIT") UNDER THE PROVISIONS OF THE
INTERNAL REVENUE CODE
United reserves the right not to issue shares under the
Plan to any shareholder holding more than 3% of United's
Shares. These shareholders may use the Plan both for
dividend reinvestment and for optional cash payments but no
Shares will be issued to any shareholder if the issuance
could provide for the disqualification of United as a REIT
under the provisions of the Internal Revenue Code. The
decision of United in this regard is final and the
particular shareholders' only right shall be the return of
any optional cash payment and the return of dividends in
cash.
United also reserves the right to return optional cash
payments to subscribing shareholders if, in United's
opinion, the investment is not consistent with the purposes
of the Plan. This provision would cover shareholders who
sell short shares on the AMEX and use the optional cash
payment solely for purposes of attempting to earn the 5%
differential. This provision can also be invoked to prevent
any shareholder from creating multiple optional cash payment
accounts. The purpose of the Plan is to provide
shareholders with a systematic and convenient method of
investing dividends and optional cash payments for long-term
investment. Use of the Plan for any other purpose is
prohibited.
Page 17
USE OF PROCEEDS
United has no basis for estimating precisely either the
number of Shares of Common Stock that ultimately may be sold
pursuant to the Plan or the prices at which such Shares will
be sold. However, United proposes to use the net proceeds
from the sale of Shares of Common Stock pursuant to the
Plan, when and as received, to make investments in real
estate and for other purposes. United considers the Plan to
be a cost-effective means of expanding its equity capital
base and furthering its investment objectives while at the
same time benefiting holders of Shares of Common Stock.
EXPERTS
The consolidated financial statements and schedule of
United as of December 31, 2003 and 2002 and for each of the
years in the three-year period ended December 31, 2003,
included in United's Annual Report on Form 10-K, have been
incorporated by reference herein and in the registration
statement in reliance upon the report of KPMG LLP,
independent auditors, incorporated by reference herein, and
upon the authority of said firm as experts in accounting and
auditing.
Mr. Eugene Landy has delivered an opinion regarding the
legality of the Shares offered hereby. Mr. Landy is also
the Chairman of the Board and a director of United and owns
approximately 11.95% of the outstanding Shares of United.
INDEMNIFICATION
The Maryland General Corporation Law ("MGCL") requires
a corporation, unless its charter provides otherwise, which
United's charter does not, to indemnify a director or
officer who has been successful, on the merits or otherwise,
in the defense of any proceeding to which the person is made
a party by reason of his or her service in that capacity.
The MGCL permits a corporation to indemnify its present and
former directors and officers, among others, in connection
with any proceeding to which they may be made a party by
reason of their service in those or other capacities unless
certain conditions are established. United's Articles of
Incorporation provide for indemnification of directors and
officers to the full extent permitted or allowed under
Maryland law. In addition, United has entered into
indemnification agreements with its directors and certain of
its officers which generally provide that the Company is
required to indemnify such persons to the fullest extent
permitted by law.
Page 18
Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to
directors, officers or persons controlling United pursuant
to the foregoing provisions, United has been informed that,
in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed
in the Securities Act of 1933 and is therefore
unenforceable.
Page 19
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements for
filing on Form S-3D Registration Statement and has duly
caused this Form S-3D Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in
the Borough of Freehold, State of New Jersey, on April 29,
2004.
UNITED MOBILE HOMES, INC.
By /s/Eugene W. Landy
Eugene W. Landy
Chairman of the Board and
Director
Pursuant to the requirements of the Securities Act of
1933, this Form S-3D Registration Statement has been signed
by the following persons in the capacities and on the dates
indicated.
Signature Title Date
/s/Eugene W. Landy Chairman of the Board April 29, 2004
Eugene W. Landy
/s/Samuel A. Landy President and Director April 29, 2004
Samuel A. Landy
/s/Anna T. Chew Vice President, Chief April 29, 2004
Anna T. Chew Financial Officer and
Director
/s/Ernest V. Bencivenga Secretary/Treasurer April 29, 2004
Ernest V. Bencivenga and Director
/s/Charles P. Kaempffer Director April 29, 2004
Charles P. Kaempffer
/s/James E. Mitchell Director April 29, 2004
James E. Mitchell
/s/Richard H. Molke Director April 29, 2004
Richard H. Molke
/s/Eugene Rothenberg Director April 29, 2004
Eugene Rothenberg
/s/Robert G. Sampson Director April 29, 2004
Robert G. Sampson
Page 20
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
Inapplicable.
Item 15. Indemnification of Directors and Officers
Under the Articles of Incorporation, no Director,
Officer or agent of United is liable except for his own bad
faith, willful misfeasance, gross negligence or reckless
disregard of his duties. Directors are entitled to
indemnification (unless the above exceptions apply).
Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted pursuant
to the foregoing provisions to directors, officers, or
persons controlling the registrant, the registrant has been
informed that in the opinion of the Commission such
indemnification is against public policy as expressed in the
Securities Act and in the Commission's opinion is
unenforceable.
Item 16. Exhibits.
Exhibit
Number Description of Exhibit
Filed herewith:
4(c) Specimen Authorization Card
5 Opinion of Eugene W. Landy, Esq.
23 Consent of KPMG LLP
24 Powers of Attorney
Item 17. Undertakings.
United hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement.
Page 21
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933.
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereto) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in the registration statement or any material change to such
information in the registration statement, including (but
not limited to) any addition or deletion of a managing
underwriter.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, each such post-
effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of the
offering.
(4) That, for purposes of determining liability
under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such
securities shall be deemed to be the initial bona fide
offering thereof.
Page 22
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
Filed herewith:
4(c) Specimen Authorization Card.
5 Opinion of Eugene W. Landy, Esq.
23 Consent of KPMG LLP
24 Powers of Attorney
Page 23
EXHIBIT 4(c)
Specimen Authorization Card
AUTHORIZATION CARD
UNITED MOBILE HOMES, INC. DIVIDEND REINVESTMENT AND STOCK
PURCHASE PLAN
I wish to participate in the Dividend Reinvestment and Stock
Purchase Plan (the "Plan") for the purchase of whole and
fractional shares of Common Stock ("Shares") of United
Mobile Homes, Inc. (the "Company") as follows:
FULL DIVIDEND REINVESTMENT. I want to reinvest
dividends on all Shares now or hereafter registered in my
name and on all Shares held for me by the Plan
Administrator. I may also make optional cash deposits.
PARTIAL DIVIDEND REINVESTMENT. I want to reinvest
cash dividends on only ________ Shares registered in my name
and want my cash dividends on the rest of my Shares. I
understand that dividends on all Shares held for me by the
Plan Administrator will be reinvested. I may also make
optional cash deposits.
OPTIONAL CASH DEPOSITS ONLY. I want to make only
optional cash deposits. I do not want to reinvest dividends
on Shares registered in my name. I understand that
dividends on all Shares held for me by the Plan
Administrator will be reinvested. My check in the amount of
$___________ is enclosed.
My participation is subject to the provisions of the Plan as
set forth in the Prospectus relating to the Shares offered
pursuant to the Plan.
________________________ ________________________
Social Security or Tax I.D. No. Date
_________________________ _________________________
Print Name(s) of Registered Signature(3) of Registered
Owner(s) Owner(s)
Make checks payable to and mail to: American Stock Transfer
& Trust Company, P.O. Box 922, Wall Street Station, New
York, New York 10269-0506.
SHAREHOLDERS ALL OF WHOSE SHARES ARE IN NOMINEE OR STREET
NAME ONLY MAY ELECT OPTIONAL CASH PAYMENTS. CERTIFICATION
ON THE REVERSE OF CARD MUST BE COMPLETED.
Page 24
OWNER CERTIFICATION OF SHARES IN STREET OR NOMINEE NAME AND
ENROLLMENT IN PLAN
(TO BE USED ONLY BY SHAREHOLDERS ALL OF WHOSE SHARES ARE IN
NOMINEE OR STREET NAME)
Name of Broker or Nominee Holding Shares for Shareholder:
___________________________________________________________
Number of Shares held by Broker or Nominee: ______________
I wish to make optional cash payments to the Plan. My check
in the amount of $______ is enclosed. My Plan Account is to
be maintained as follows (PLEASE PRINT):
___________________________________________________________
Name Street City State Zip
______________________________
Social Security/Tax I.D. No. ______________
Date
I HEREBY CERTIFY THAT I AM THE OWNER OF THE SHARES OF UNITED
MOBILE HOMES, INC. INDICATED ABOVE.
_________________________
Signature
IF ADDRESS IS NOT PROPERLY SHOWN, PLEASE CORRECT BEFORE
RETURNING.
THIS IS NOT A PROXY.
Page 25
EUGENE W. LANDY, ESQ.
Juniper Business Plaza
3499 Rt. 9 North, Suite 3-C
Freehold, New Jersey 07728
732-577-9997
April 29, 2004
United Mobile Homes, Inc.
Juniper Business Plaza
3499 Rt. 9 North, Suite 3-C
Freehold, New Jersey 07728
Gentlemen:
We have acted as counsel to United Mobile Homes, Inc.
(the "Corporation") in connection with the Registration
Statement of the Corporation on Form S-3D (the "Registration
Statement"), under the Securities Act of 1933, as amended,
for the registration of 1,500,000 Shares of Common Stock,
$.10 par value, of the Corporation (the "Shares"). The
Shares are to be issued under and pursuant to the provisions
of the Corporation's Dividend Reinvestment and Stock
Purchase Plan (the "Plan"). Except as otherwise defined
herein, capitalized terms herein are used herein as defined
in the Registration Statement.
For purposes of our opinion, we have examined and
relied upon:
(a) A copy of the Articles of Incorporation of the
Corporation, as amended to date (the "Articles of
Incorporation");
(b) A copy of resolutions adopted by the Board of
Directors of the Corporation at a meeting held on March 30,
2004, authorizing the issuance and sale of the Shares
pursuant to the Plan and related matters, certified by the
Secretary of the Corporation; and
(c) The Registration Statement, including the Plan.
Based on the foregoing and subject to the
qualifications stated in the penultimate paragraph of this
opinion, it is our opinion:
(1) The Corporation has been duly established and is
existing under its Articles of Incorporation as an
incorporated Maryland corporation and has made all filings
required to be made under Maryland law.
Page 26
United Mobile Homes, Inc.
April 29, 2004
Page 2
(2) The Shares have been duly authorized and reserved
for issuance and, when issued and paid for in accordance
with the Plan, will be validly issued, fully paid and
nonassessable by the Corporation.
We hereby consent to the filing of this opinion as an
Exhibit to the Registration Statement.
Very truly yours,
/s/Eugene W. Landy
Eugene W. Landy
EWL:ec
Page 27
EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
United Mobile Homes, Inc.:
We consent to incorporation by reference in the Registration
Statement on Form S-3D, pertaining to the United Mobile
Homes, Inc. Dividend Reinvestment and Stock Purchase Plan,
of our report dated March 5, 2004, relating to the
consolidated balance sheets of United Mobile Homes, Inc. and
Subsidiaries as of December 31, 2003 and 2002 and the
related consolidated statements of income, shareholders'
equity, and cash flows for each of the years in the three-
year period ended December 31, 2003, and the related
schedule, which report appears in the December 31, 2003
annual report on Form 10-K of United Mobile Homes, Inc., and
to the reference to our firm under the heading "Experts" in
the prospectus.
/s/KPMG LLP
KPMG LLP
Short Hills, New Jersey
April 29, 2004
Page 28
EXHIBIT 24
POWER OF ATTORNEY
We, the undersigned Officers and Directors of United
Mobile Homes, Inc., hereby severally constitute Eugene W.
Landy and Ernest V. Bencivenga, and each of them singly, our
true and lawful attorneys, with full power to them and each
of them to sign for us, and in our names in the capacities
indicated below, any and all registration statements and
amendments to registration statements filed with the
Securities and Exchange Commission for the purpose of
registering Shares of Common Stock of United Mobile Homes,
Inc. to be issued pursuant to the United Mobile Homes, Inc.
Dividend Reinvestment and Stock Purchase Plan, hereby
ratifying and confirming our signatures as they may be
signed by our said attorneys to any and all said
registration statements and amendments to registration
statements.
WITNESS our hands on the date set forth below.
Signature Title Date
/s/Eugene W. Landy Chairman of the Board April 29, 2004
Eugene W. Landy
/s/Samuel A. Landy President and April 29, 2004
Director
Samuel A. Landy
/s/Anna T. Chew Vice President, Chief April 29, 2004
Anna T. Chew Financial Officer and
Director
/s/Ernest V. Bencivenga Secretary/Treasurer April 29, 2004
Ernest V. Bencivenga and Director
/s/Charles P. Kaempffer Director April 29, 2004
Charles P. Kaempffer
/s/James E. Mitchell Director April 29, 2004
James E. Mitchell
/s/Richard H. Molke Director April 29, 2004
Richard H. Molke
/s/Eugene Rothenberg Director April 29, 2004
Eugene Rothenberg
/s/Robert G. Sampson Director April 29, 2004
Robert G. Sampson
Page 29