As filed with the Securities and Exchange Commission on June 11, 2024
Maryland
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13-3147497
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Large accelerated filer ☐ |
Accelerated filer ☐
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Non-accelerated filer ☒
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Smaller reporting company ☒
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Emerging growth company ☐
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Page
No.
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About This Prospectus
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1 |
Summary of the Plan
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1 |
The Company
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2 |
Cautionary Note About Forward-Looking Statements
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2 |
Where You Can Find More Information
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3 |
Incorporation of Certain Information by Reference
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4 |
Risk Factors
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4 |
Terms and Conditions of the Plan
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5 |
Use of Proceeds
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15 |
Plan of Distribution
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15 |
Disclosure of SEC’s Position on Indemnification for Securities Act Liabilities
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15 |
Legal Matters
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15 |
Experts
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15 |
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97% (or such other discount as may then be in effect) of the average of the high and low sales prices of a share of our common stock during the five days on which the NYSE is open and for which trades in shares of common stock
are reported immediately preceding the relevant purchase date, or, if no trading occurs in the shares of common stock on one or more of such days, for the five days immediately preceding the purchase date for which trades are
reported; and
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97% (or such other discount as may then be in effect) of the average of the high and low sales prices of a share of our common stock on the purchase date.
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the financial failure of, or other default in payment by, tenants under their leases and the potential resulting vacancies;
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adverse changes and disruption in the retail, restaurant, theater and health and fitness sectors, which could impact our tenants’ ability to pay rent and expense reimbursement;
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loss or bankruptcy of one or more of our tenants, and bankruptcy laws that may limit our remedies if a tenant becomes bankrupt and rejects its lease;
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the level and volatility of interest rates;
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general economic and business conditions and developments, including those currently affecting or that may affect our economy;
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general and local real estate conditions, including any changes in the value of our real estate;
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our ability to renew or re-lease space as leases expire;
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our ability to pay dividends;
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changes in governmental laws and regulations relating to real estate and related investments;
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compliance with credit facility and mortgage debt covenants;
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the availability of, and costs associated with, sources of capital and liquidity;
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competition in our industry;
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technological changes, such as autonomous vehicles, reconfiguration of supply chains, robotics, 3D printing or other technologies;
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potential natural disasters, epidemics, pandemics or outbreak of infectious disease, such as COVID-19, and other potentially catastrophic events such as acts of war and/or terrorism; and
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other risks detailed from time-to-time in our reports filed with the Securities and Exchange Commission(the “SEC”).
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our Annual Report on Form 10-K for the year ended December 31, 2023 filed on March 6, 2024 (the “Annual Report”);
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the information specifically incorporated by reference into the Annual Report from our proxy statement filed on April 22, 2024;
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our Quarterly Report on Form 10-Q for the period ended March 31, 2024, filed on May 7, 2024;
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our Current Report on Form 8-K filed on June 10, 2024;
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the description of our shares of common stock included as Exhibit 4.5 (the “Exhibit”) to our Annual Report filed on March 15, 2021;
and
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all other reports filed by us pursuant to Section 13(a) or 15(d) of the Exchange Act since December 31, 2023.
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1.
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What is the purpose of the Plan?
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2. | What are my investment options under the Plan? How does this new Plan affect participants in the 2019 Dividend Reinvestment Plan (the “2019 Plan”)? |
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Full Dividend Reinvestment. You may have cash dividends
paid on all of your shares of common stock automatically reinvested in additional shares of common stock.
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Partial Dividend Reinvestment. You may have cash
dividends paid on a specified number of your shares of common stock held by you automatically reinvested in additional shares of common stock. We will continue to pay you cash dividends on your remaining shares of common stock.
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3.
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What are the advantages of the Plan?
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Reinvestment of Dividends. Participants may purchase
additional shares of common stock automatically by reinvesting all or a portion of their cash dividends. Dividend payments not reinvested will be paid by check or electronic fund transfer.
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Fractional Shares. All cash dividends paid on a participant’s shares of common stock are fully invested in
additional shares of common stock because the Plan permits fractional share interests to be credited to Plan accounts. In addition, dividends will be paid on, and may be reinvested with respect to, such fractional share
interests.
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Discount. We may offer a discount of up to 5% of the market price on purchases of shares of common stock
under the Plan for stock purchased directly from us. Currently, we offer a discount of 3.0% for reinvested dividends. We will advise participants through a press release of any change in the applicable discount at least five
days prior to the effective date of the change.
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Sale or Transfer of Shares: Participants may request that the Plan Administrator effect the sale of a
portion or all of their Plan shares. Please see Question 22 for additional information.
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Reduced Fees. No brokerage commissions or fees are charged with respect to shares of common stock
acquired directly from us with reinvested dividends. With respect to shares of common stock purchased with reinvested dividends on the open market or in privately negotiated transactions, you will pay your pro rata share of the brokerage commissions incurred by the Plan Administrator with respect to such purchase. With respect to shares of common stock you sell through the Plan
Administrator, you will pay the Plan Administrator $15.00 for each transaction and $0.12 per share sold. The Plan Administrator believes that these fees are generally less than the fees that would have been paid if the
stockholder purchased or sold shares directly through a broker. Please see Question 22 for more information.
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Simplified Recordkeeping. Participants are furnished periodic statements which show the detail of
each transaction and indicate the share balance of the Plan account, providing a simplified method of recordkeeping.
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4.
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What are the disadvantages of the Plan?
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No interest paid on funds pending investment. No interest is paid on dividends held by the Plan
Administrator pending reinvestment.
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Purchase/sale price determination. Participants have no control over the share price or the
timing of the purchase or sale of Plan shares. Participants cannot designate a specific price or a specific date at which to purchase or sell shares of common stock or the selection of a broker/dealer through or from
whom purchases or sales are made. In addition, participants will not know the exact number of shares purchased until after the investment date.
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Reinvested dividends will be treated as dividends for tax purposes. Participants who reinvest
dividends paid on shares of common stock will be treated for U.S. federal income tax purposes as if they received a cash dividend equal to the fair market value of the shares acquired through the Plan (including the
shares acquired as a result of the Plan discount) but will not receive cash to pay any tax payment that may be owed on that dividend. Regardless of any Plan discount, the amount of such dividend will equal the fair
market value of the shares as of the date the shares are acquired under the Plan. Please see Question 23 for more detailed information.
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No discount for open market or privately negotiated transactions. If we direct the Plan
Administrator to purchase shares of common stock in the open market or in privately negotiated transactions with third parties (as we may do in our sole discretion without notice to you), you will not receive any
discount on the purchase. At the present, we do not contemplate the purchase of shares of common stock in the open market or in privately negotiated transactions for dividend reinvestments.
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The purchase price used in calculating the number of shares to be issued to you may not be as favorable as the purchase price you may have obtained had
you purchased the shares on the open market. The number of shares of common stock purchased directly from us under the Plan is based on the share price that is
determined by a formula described under Question 12. As a result of this formula, the purchase price under the Plan may not be as favorable to you, even after giving effect to
the discount, as you would have obtained had you purchased the shares without participating in the Plan. Additionally, without giving you prior notice, we may direct the Plan Administrator to buy shares of common
stock under the Plan either in the open market or in privately negotiated transactions with third parties. The purchase price for shares of common stock purchased in the open market or in privately negotiated
transactions with third parties will equal the weighted average of the purchase prices paid by the Plan Administrator for the shares, you will not receive the benefit of any discount, and you will pay your pro rata share of the brokerage and similar fees incurred by the Plan Administrator in effecting such purchases. Please see Question 22 for more
detailed information.
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Delay of sales. Sales of shares held in the Plan may not take place promptly upon your request
because the Plan Administrator will generally not sell shares more than once per day. Accordingly, sales of shares of common stock held in your Plan account may be delayed. (See
Question 16 for more detailed information).
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Plan shares may not be pledged. You may not pledge shares of common stock deposited in your Plan
account unless you withdraw those shares from the Plan.
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5.
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Who will administer the Plan?
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For transactions:
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For inquiries:
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Equiniti Trust Company, LLC
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Equiniti Trust Company, LLC
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P.O. Box 10027
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55 Challenger Road
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Newark, New Jersey 07101
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Ridgefield Park, New Jersey 07660
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Attention: Shareholder Relations
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6.
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Who is eligible to participate in the Plan?
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7.
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What are these restrictions on participation in the Plan other than those described under Question 6?
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8.
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How do I enroll in the Plan?
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9.
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How do I reinvest dividends?
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Full Dividend Reinvestment: This option directs the Plan
Administrator to reinvest the cash dividends paid on all of the shares of common stock owned by you then or in the future in additional shares.
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Partial Dividend Reinvestment: This option allows you to specify a fixed number of full shares
held by you on which you would like to receive a cash dividend payment and directs the Plan Administrator to reinvest the cash dividends paid on all remaining shares of common stock owned by you then or in the future.
We will continue to pay you cash dividends, when, as and if declared by our board of directors, on the specified number of shares, unless you designate those shares for reinvestment pursuant to the Plan.
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10.
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When are dividends reinvested?
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11.
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What is the source of shares to be purchased under the Plan?
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12.
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At what price will shares be purchased?
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the purchase price for shares of common stock purchased in the open market or in privately negotiated transactions will equal the weighted average price of all the shares purchased by the Plan Administrator for all
participating participants on the applicable purchase date.
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the purchase price for shares of common stock that the Plan Administrator purchases directly from us will be equal to the higher of:
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97% (or such other discount as may then be in effect), of the average of the daily high and low sales prices of our common stock on the NYSE for the five trading days in which are shares are traded immediately
preceding the purchase date, or if no trading occurs in the shares of common stock on one or more of such days, for the five days immediately preceding the purchase date for which trades are reported; and
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97% (or such other discount as may then be in effect) of the average of the high and low sales of our common stock on the purchase date.
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13.
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Will I receive certificates for shares purchased through the Plan?
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14.
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Can I get certificates if I want them?
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15.
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May I deposit stock certificates I currently hold into my Plan account?
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16.
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How can I sell shares in my Plan account?
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17.
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How can I transfer or give gifts of shares?
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18.
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Can I transfer my right to participate in the Plan to another person?
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19.
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How would I terminate my participation?
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20.
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How will I keep track of my investments?
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21.
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Where will notices be sent?
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22.
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What are the costs of participating in the Plan?
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23.
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What are the federal income tax consequences of participating in the Plan?
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24.
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How can I vote my shares?
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25.
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Can the Plan be amended, modified, suspended or terminated?
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26.
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How will a stock split or a rights offering affect my Plan account?
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27.
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Are there any risks associated with the Plan?
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28.
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What are the responsibilities of you and the Plan Administrator?
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29.
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How will you interpret and regulate the Plan?
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30.
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What law governs the Plan?
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Item 14.
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Other Expenses of Issuance and Distribution
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SEC Registration Fee
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$
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3,486.32
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Accounting Fees and Expenses
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5,000.00
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Legal Fees and Expenses
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5,000.00
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Printing Expenses
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3,000.00
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Miscellaneous
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3,513.68
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Total
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$
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20,000.00
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Item 15.
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Indemnification of Directors and Officers
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any present or former director or officer who is made or threatened to be made a party to, or witness in, a proceeding by reason of his or her service in such capacity;
and
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any individual who, while a director or officer of ours and at our request, serves or has served as a director, officer, trustee, member, manager, or partner of another
corporation, real estate investment trust, limited liability company, partnership, joint venture, trust, employee benefit plan or any other enterprise, and only if he or she is made or threatened to be made a party
to, or witness in, a proceeding by reason of his or her service in such capacity.
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the act or omission of the director or officer was material to the matter giving rise to the proceeding and (a) was committed in bad faith or (b) was the result of active and deliberate dishonesty;
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the director or officer actually received an improper personal benefit in money, property, or services; or
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in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful.
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a written affirmation by the director or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification by the corporation; and
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a written undertaking by the director or officer or on the director’s or officer’s behalf to repay the amount paid or reimbursed by the corporation if it is ultimately determined that the director or officer
did not meet the standard of conduct.
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Item 16.
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Exhibits
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Item 17.
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Undertakings
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(a)
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The undersigned registrant hereby undertake:
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(1)
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To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
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(i)
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To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
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(ii)
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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 thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
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(iii)
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To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement;
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(2)
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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.
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(3)
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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.
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(4)
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That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
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(5)
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That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of
securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of
any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
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(i)
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Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
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(ii)
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Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
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(iii)
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The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by
or on behalf of the undersigned registrant; and
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(iv)
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Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
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(b)
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The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this registration statement
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.
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(c)
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Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised 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. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed
in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
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Exhibit No.
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Description of Document
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Articles of Amendment and Restatement of One Liberty Properties, Inc. (incorporated by reference to Exhibit 3.1 to our Annual Report on Form 10-K for the year ended December 31, 2020).
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Amended and Restated By-Laws of One Liberty Properties, Inc. effective as of December 7, 2022 (incorporated by reference to Exhibit 3.2 to our Current Report on Form 8-K filed on December 12, 2022).
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Legal opinion of Dentons US LLP regarding the legality of the securities being registered.
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Tax opinion of Dentons US LLP
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23.1
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Consent of Ernst & Young LLP.
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Power of Attorney (included on signature page).
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Form of Enrollment Application.
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Filing Fee Table
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One Liberty Properties, Inc.
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By:
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/s/ PATRICK J. CALLAN, JR.
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Patrick J. Callan, Jr.
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President and Chief Executive Officer
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Signature
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Title
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/s/ MATTHEW J. GOULD
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Chairman of the Board of Directors
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Matthew J. Gould
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/s/ FREDRIC H. GOULD
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Vice Chairman of the Board of Directors
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Fredric H. Gould
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/s/ PATRICK J. CALLAN, JR.
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President, Chief Executive Officer and Director (principal executive officer)
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Patrick J. Callan, Jr.
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/s/ CHARLES L. BIEDERMAN
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Director
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Charles L. Biederman
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/s/ EDWARD GELLERT
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Director
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Edward Gellert
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/s/ JEFFREY A. GOULD
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Director
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Jeffrey A. Gould
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/s/ J. ROBERT LOVEJOY
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Director
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J. Robert Lovejoy
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/s/ LEOR SIRI
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Director
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Leor Siri
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/s/ KAREN A. TILL
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Director
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Karen A. Till
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/s/ ISAAC KALISH
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Chief Financial Officer and Senior Vice
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Isaac Kalish
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President (Principal Financial Officer)
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/s/ MILI MATHEW
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Vice President, Financial (Principal
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Mili Mathew
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Accounting Officer)
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