Current Report Filing (8-k)
2020年5月11日 - 11:50PM
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 6, 2020
FIRST REAL
ESTATE INVESTMENT TRUST OF NEW JERSEY
(Exact name of registrant as specified
in charter)
New Jersey
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000-25043
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22-1697095
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(State or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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505 Main Street, Hackensack, New Jersey
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07601
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(Address of principal executive offices)
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(Zip Code)
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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):
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2 (b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4 (c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on
which registered
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Shares of beneficial interest, without par value
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FREVS
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OTC Pink Market
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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 (collectively with
the Trust, 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.
On May 6, 2020, the Purchaser filed a
complaint (the “Complaint”) against the Sellers in the Superior Court of New Jersey, in which, among other things,
the Purchaser alleges breach of contract and breach of the covenant of good faith and fair dealing against the Sellers in connection
with the Sellers’ termination of the Purchase and Sale Agreement. The Purchaser seeks (a) a judgment of specific performance
compelling the Sellers to convey the properties under the Purchase and Sale Agreement to the Purchaser; (b) declaratory judgment
from the court that (i) the Purchase and Sale Agreement is not terminated, (ii) the Purchaser is not in default under the Purchase
and Sale Agreement, and (iii) the Sellers are in default under the Purchase and Sale Agreement, subject to a right to cure; (c)
an order for injunctive relief compelling the Sellers to perform the Purchase and Sale Agreement; (d) in the event that the court
does not order specific performance, a judgment directing that the Purchaser’s $15 million deposit under the Purchase and
Sale Agreement be returned to the Purchaser, and compensatory, consequential and incidental damages in an amount to be determined
at trial; and (e) attorneys’ fees and costs.
The Sellers believe that the allegations
set forth in the Complaint are without merit and intend to vigorously defend the action and enforce the Sellers’ rights and
remedies under the Purchase and Sale Agreement in connection with the “Purchaser Default” thereunder, including the
Purchaser’s forfeiture of its $15 million deposit to the Sellers as liquidated damages as provided in 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 defend the Complaint; 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 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.
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FIRST REAL ESTATE INVESTMENT
TRUST OF NEW JERSEY
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(Registrant)
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By:
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/s/ Robert S. Hekemian, Jr.
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Robert S. Hekemian, Jr.
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President and Chief Executive Officer
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Date: May 11, 2020
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