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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): September 11, 2020

 

 

 

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 No.)

 

Juniper Business Plaza, 3499 Route 9 North, Suite 3-C, 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 Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a- 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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of exchange on which registered
Common Stock, $.10 par value   UMH   New York Stock Exchange
8.0% Series B Cumulative Redeemable Preferred Stock, $.10 par value   UMH PRB   New York Stock Exchange
6.75% Series C Cumulative Redeemable Preferred Stock, $.10 par value   UMH PRC   New York Stock Exchange
6.375% Series D Cumulative Redeemable Preferred Stock, $.10 par value   UMH PRD   New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

Item 7.01 Regulation FD Disclosure.

 

On September 11, 2020, the Company issued a press release announcing the redemption of all 3,800,669 issued and outstanding shares of its Series B Cumulative Redeemable Preferred Stock. The redemption date will be October 20, 2020.

 

The information being furnished pursuant to this Item 7.01, including Exhibits 99 to this report, shall not be deemed “filed” for any purpose, including for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in this report, including Exhibits 99, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, unless specifically incorporated by reference into any such filing. This report will not be deemed an admission as to the materiality of any information in this report that is required to be disclosed solely by Regulation FD.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

99   Press Release dated September 11, 2020.

 

2

 

 

SIGNATURE

 

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.

 

  UMH Properties, Inc.
     
Date: September 11, 2020 By: /s/ Anna T. Chew
  Name:  Anna T. Chew
  Title: Vice President and Chief Financial Officer

 

3

 

 

Exhibit 99

 

UMH PROPERTIES, INC.

Juniper Business Plaza

3499 Route 9 North, Suite 3-C

Freehold, NJ 07728

(732) 577-9997

Fax (732) 577-9980

 

FOR IMMEDIATE RELEASE September 11, 2020
  Contact: Nelli Madden
    732-577-9997

 

UMH PROPERTIES, INC. ANNOUNCES

REDEMPTION OF ALL OUTSTANDING 8.0% SERIES B PREFERRED STOCK

 

FREEHOLD, N.J., September 11, 2020. UMH Properties, Inc. (NYSE:UMH) (the “Company”) today announced that it will redeem all 3,800,669 issued and outstanding shares of its 8.0% Series B Cumulative Redeemable Preferred Stock (the “Series B Preferred Stock”) (CUSIP 903002301) on October 20, 2020 (the “Redemption Date”). The Series B Preferred Stock will be redeemed at a redemption price equal to the $25.00 per share liquidation preference of the Series B Preferred Stock plus accrued and unpaid dividends to, but not including, the Redemption Date in an amount of $0.2722 per share, for a total payment of $25.2722 per share (the “Redemption Price”).

 

After the Redemption Date, the Series B Preferred Stock will no longer be outstanding and all of the rights of the holders of the Series B Preferred Stock will terminate, except the right to receive the Redemption Price, without interest. Series B Preferred Stock held through the Depository Trust Company will be redeemed in accordance with the applicable procedures of the Depositary Trust Company.

 

Because all of the issued and outstanding shares of Series B Preferred Stock are being redeemed, trading of the Series B Preferred Stock on the New York Stock Exchange (“NYSE”) will cease after the Redemption Date. The Series B Preferred Stock currently trades on the NYSE under the symbol “UMH.PRB”.

 

A NYSE Company: Symbol - UMH

 

UMH_Logo

 

since 1968

 

 
 

 

UMH PROPERTIES, INC.

Juniper Business Plaza

3499 Route 9 North, Suite 3-C

Freehold, NJ 07728

(732) 577-9997

Fax (732) 577-9980

 

The notice of redemption and related materials are being mailed to holders of record of Series B Preferred Stock on September 11, 2020. As specified in the notice of redemption, payment of the Redemption Price will be made only upon presentation and surrender of the certificates representing the Series B Preferred Stock to the redemption agent, American Stock Transfer & Trust Company, LLC. Questions regarding the redemption of the Series B Preferred Stock, or the redemption procedures, may be directed to American Stock Transfer & Trust Company, LLC at:

 

American Stock Transfer & Trust Company, LLC

Operations Center

Attention: Reorganization Department

6201 15th Avenue

Brooklyn, New York 11219

(877) 248-6417

 

ABOUT UMH PROPERTIES, INC.

 

UMH Properties, Inc., which was organized in 1968, is a public equity REIT that owns and operates 123 manufactured home communities with approximately 23,200 developed homesites. These communities are located in New Jersey, New York, Ohio, Pennsylvania, Tennessee, Indiana, Maryland and Michigan. In addition, the Company owns a portfolio of REIT securities.

 

# # # # #

 

Certain statements included in this press release which are not historical facts may be deemed forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any such forward-looking statements are based on the Company’s current expectations and involve various risks and uncertainties. Although the Company believes the expectations reflected in any forward-looking statements are based on reasonable assumptions, the Company can provide no assurance those expectations will be achieved. The risks and uncertainties that could cause actual results or events to differ materially from expectations are contained in the Company’s annual report on Form 10-K and described from time to time in the Company’s other filings with the SEC. The Company undertakes no obligation to publicly update or revise any forward-looking statements whether as a result of new information, future events, or otherwise.

 

A NYSE Company: Symbol - UMH

 

 

since 1968

 

 

 

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Schedule of Capitalization, Equity [Line Items]  
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Schedule of Capitalization, Equity [Line Items]  
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Security Exchange Name NYSE
6.75% Series C Cumulative Redeemable Preferred Stock, $.10 par value  
Schedule of Capitalization, Equity [Line Items]  
Title of 12(b) Security 6.75% Series C Cumulative Redeemable Preferred Stock, $.10 par value
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Security Exchange Name NYSE
6.375% Series D Cumulative Redeemable Preferred Stock, $.10 par value  
Schedule of Capitalization, Equity [Line Items]  
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