UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 14, 2008
UMH PROPERTIES, INC.
(Exact name of Registrant as specified in its charter)
MARYLAND 001-12690 22-1890929
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification Number)
3499 Route 9N, Suite 3C, Freehold, NJ 07728
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (732) 577-9997
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
[ ] Written communications pursuant to Rule 425 under Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 142-12 under the Exchange Act (17 CFR 240.14a-12
[ ] Pre-commencement communications pursuant to rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Material Definitive Agreement
On April 14, 2008, the Company executed a Second Amendment to the Employment Agreement with the Eugene W. Landy, Chairman of the Board (the second amendment). The second amendment provides for a lump sum payment of $1.2 million to Mr. Landy, provided the sale price of the Company is at least $16 per share of common stock, in the event of a change in control of the Company as defined in the second amendment.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
99
Second Amendment to Employment Agreement, dated April 14, 2008.
Page 2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
MONMOUTH REAL ESTATE INVESTMENT CORPORATION
/s/ Anna T. Chew
ANNA T. CHEW
Vice President and Chief Financial Officer
Date April 16, 2008
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SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
This Second Amendment to Employment Agreement (“the Amendment”) is effective April 1, 2008 by and between UMH PROPERTIES, INC. a Maryland corporation, formerly known as United Mobile Homes, Inc. (the “Company”) and EUGENE W. LANDY, an individual (the “Employee”).
WITNESSETH:
WHEREAS, in accordance with the recommendations of the Compensation Committee of the Company at its meeting on March 28, 2008, it was determined to amend the current compensation agreement of the Employee.
NOW, THEREFORE, the following amendment is hereby added to the Employment Agreement dated December 14, 1993 and the Amendment to the Employment Agreement effective January 1, 2004, by and between the Company and the Employee.
1.
In the event of a Change of Control of the Company, the Employee shall receive a lump sum payment of $1.2 million, provided that the sale price of the Company is at least $16 per share of common stock. A “Change of Control” shall be defined as the consummation of a reorganization, merger, share exchange, consolidation, or sale or disposition of all or substantially all of the assets of the Company. This Change of Control provision shall not apply to any combination between the Company and Monmouth Real Estate Investment Corporation. Payment shall be made simultaneously with the closing of the transaction, and only in the event that the transaction closes.
IN WITNESS WHEREOF, this Amendment has been duly executed by the Company and the Employee on April 14, 2008.
ATTEST:
UMH PROPERTIES, INC .
/ s/ Elizabeth Chiarella
/s/ Anna Chew
Elizabeth Chiarella, Secretary
By: Anna Chew, VP and CFO
/s/ Maureen Vecere
/s/ Eugene W. Landy
Witness
Eugene W. Landy, Employee