Current Report Filing (8-k)
2020年5月4日 - 11:27PM
Edgar (US Regulatory)
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):
May 1, 2020
FIRST REAL
ESTATE INVESTMENT TRUST OF NEW JERSEY
(Exact name of registrant as specified
in charter)
New Jersey
|
000-25043
|
22-1697095
|
(State or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS Employer
Identification No.)
|
505 Main Street, Hackensack, New Jersey
|
07601
|
(Address of principal executive offices)
|
(Zip Code)
|
Registrant’s telephone number, including
area code: (201) 488-6400
(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 each exchange on
which registered
|
Shares of beneficial interest, without par value
|
FREVS
|
OTC Pink Market
|
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. ☐
Section 8 – Other Events
Item 8.01 Other Events
As previously disclosed, on April 30,
2020, First Real Estate Investment Trust of New Jersey (the “Trust”) and the other selling parties (the “Sellers”)
under the Purchase and Sale Agreement dated January 14, 2020 (as subsequently amended, the “Purchase and Sale Agreement”)
by and among the Sellers and Sinatra Properties LLC (the “Purchaser”) delivered written notice to the Purchaser of
the Sellers’ termination of the Purchase and Sale Agreement in accordance with its terms due to the occurrence of a “Purchaser
Default” thereunder, based on the Purchaser’s failure to perform its obligations under the Purchase and Sale Agreement
and close the transactions contemplated therein. As also previously disclosed, contemporaneously with the Sellers’ delivery
of the termination notice to the Purchaser, the Sellers delivered written notice to the escrow agent requesting that the escrow
agent release the Purchaser’s $15 million deposit under the Purchase and Sale Agreement, which is in the form of an unconditional,
irrevocable letter of credit in such amount (the “Letter of Credit”), from escrow and deliver same to the Sellers.
On May 1, 2020, the Purchaser delivered
written notice to the escrow agent and to the Sellers, in which the Purchaser objected to the escrow agent’s release of the
Letter of Credit to the Sellers. The Sellers intend to enforce their rights and exercise their remedies under the Purchase and
Sale Agreement.
Forward-Looking and Cautionary Statements
This current report on Form 8-K may contain
forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities
laws. These forward-looking statements can be identified by the use of words such as “expect,” “plan,”
“will,” “estimate,” “project,” “intend,” “believe,” “guidance,”
“approximately,” “anticipate,” “may,” “should,” “seek” or the negative
of these words and phrases or similar words or phrases that are predictions of or indicate future events or trends and that do
not relate to historical matters. You can also identify forward-looking statements by discussions of strategy, plans or intentions
of management. These forward-looking statements are subject to known and unknown risks and uncertainties that you should not rely
on as predictions of future events. Forward-looking statements depend on assumptions, data and/or methods which may be incorrect
or imprecise and we may not be able to realize them. The following risks and uncertainties, among others, could cause actual results
to differ materially from those currently anticipated due to a number of factors, which include, but are not limited to: industry
and economic conditions; the Trust’s ability to exercise its remedies under the Purchase and Sale Agreement; the Trust’s
dependence upon its external manager to conduct its business and achieve its investment objectives; unknown liabilities acquired
in connection with acquired properties or interests in real estate-related entities; general risks affecting the real estate industry
and local real estate markets (including, without limitation, the market value of the Trust’s properties, potential illiquidity
of the Trust’s remaining real estate investments, condemnations, and potential damage from natural disasters); the financial
performance of the Trust’s tenants; the impact of any financial, accounting, legal or regulatory issues or litigation that
may affect the Trust and its major tenants; volatility and uncertainty in the financial markets, including potential fluctuations
in the consumer price index; risks associated with the Trust’s failure to maintain status as a REIT under the Internal Revenue
Code of 1986, as amended; and other additional risks discussed in the Trust’s annual report on Form 10-K for the fiscal year
ended October 31, 2019 and other reports filed with the Securities and Exchange Commission. The Trust expressly disclaims any responsibility
to update or revise forward-looking statements, whether as a result of new information, future events or otherwise, except as required
by law.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
FIRST REAL ESTATE INVESTMENT
TRUST OF NEW JERSEY
|
|
(Registrant)
|
|
|
|
|
|
By:
|
/s/ Robert S. Hekemian, Jr.
|
|
|
Robert S. Hekemian, Jr.
|
|
|
President and Chief Executive Officer
|
Date: May 4, 2020
First Real Estate Invest... (PK) (USOTC:FREVS)
過去 株価チャート
から 6 2024 まで 7 2024
First Real Estate Invest... (PK) (USOTC:FREVS)
過去 株価チャート
から 7 2023 まで 7 2024
Real-Time news about First Real Estate Investment Trust of New Jersey Inc (PK) (その他OTC): 0 recent articles
その他のFirst Real Estate Investment Trust of New Jerseyニュース記事