UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
SCHEDULE TO
Tender Offer Statement Under Section 14(d)(1) or
13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. )
________________________
FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY,
INC.
(Name of Subject Company (Issuer))
________________________
K CORP ACQUISITIONS LLC
CHARLES KUSHNER
(Names of Filing Persons (Offerors))
____________________________________
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
______________________
336142104
(CUSIP Number of Class of Securities)
________________________
Jennifer Nellany
KUSHNER COMPANIES LLC
767 Fifth Avenue
New York, New York 10153
(212) 527-7000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices
and Communications on Behalf of Filing Persons)
Copies to:
Andrew M. Freedman, Esq.
Michael R. Neidell, Esq.
OLSHAN FROME WOLOSKY LLP
1325 Avenue of the Americas
New York, New York 10019
(212) 451-2300
________________________
x Check
the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any
transactions to which the statement relates:
| x | third-party tender offer subject to Rule 14d-1. |
| ¨ | issuer tender offer subject to Rule 13e-4. |
| ¨ | going-private transaction subject to Rule 13e-3. |
| ¨ | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if
the filing is a final amendment reporting the results of the tender offer: ¨
If applicable, check the appropriate box(es) below
to designate the appropriate rule provision(s) relied upon:
| ¨ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
| ¨ | Rule 14d-1(d) (Cross-Border Third Party Tender Offer) |
This Tender Offer Statement on
Schedule TO relates solely to preliminary communications made before the commencement of a potential tender offer by K Corp Acquisitions
LLC and/or one or more affiliates thereof (collectively, “Kushner”) for up to any and all of the outstanding shares of the
common stock, par value $0.01 per share (the “Shares”), of First Real Estate Investment Trust of New Jersey, Inc., a Maryland
corporation (“FREVS”).
Notice to Investors
The proposed tender offer described
above has not yet commenced. This communication is for informational purposes only and is not a recommendation, an offer to purchase or
a solicitation of an offer to sell Shares. If the tender offer is commenced, Kushner will file a tender offer statement and related exhibits
with the Securities and Exchange Commission (the “SEC”), and FREVS will file a solicitation/recommendation statement with
respect to such tender offer with the SEC.
SHAREHOLDERS OF FREVS ARE STRONGLY
ADVISED TO READ THE TENDER OFFER STATEMENT (INCLUDING THE RELATED EXHIBITS) AND THE SOLICITATION/RECOMMENDATION STATEMENT, AS THEY MAY
BE AMENDED FROM TIME TO TIME, IF AND WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT SHAREHOLDERS SHOULD
CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES. IF THE TENDER OFFER IS COMMENCED, THE TENDER OFFER STATEMENT (INCLUDING
THE RELATED EXHIBITS) AND THE SOLICITATION/RECOMMENDATION STATEMENT WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEBSITE AT WWW.SEC.GOV.
IN ADDITION, IF THE TENDER OFFER IS COMMENCED, THE TENDER OFFER STATEMENT AND OTHER DOCUMENTS THAT ARE FILED BY KUSHNER WITH THE SEC WILL
BE MADE AVAILABLE TO ALL SHAREHOLDERS OF FREVS FREE OF CHARGE FROM THE INFORMATION AGENT FOR THE TENDER OFFER.
Forward-Looking Statements
The attached press release and
letter may contain certain “forward-looking statements”, many of which are beyond our ability to control or predict. Forward-looking
statements may be identified by words such as “expects,” “anticipates,” “intends,” “plans,”
“believes,” “seeks,” “estimates,” “will” or words of similar meaning and include, but
are not limited to, statements about the expected future business and financial performance of Kushner. Actual events, results and
outcomes may differ materially from our expectations due to a variety of known and unknown risks, uncertainties and other factors. Forward-looking
statements in this document include, without limitation, statements regarding the planned completion of the offer. These statements are
subject to risks and uncertainties that could cause actual results and events to differ materially from those anticipated, including,
but not limited to, risks and uncertainties related to: statements regarding the anticipated benefits of the transaction; statements regarding
the anticipated timing of filings and approvals relating to the transaction; statements regarding the expected timing of the completion
of the transaction; the percentage of FREVS’ shareholders tendering their shares in the offer; the possibility that competing offers
will be made; the possibility that various closing conditions for the transaction may not be satisfied or waived, including that a governmental
entity may prohibit, delay or refuse to grant approval for the consummation of the transaction; the effects of disruption caused by the
transaction making it more difficult to maintain relationships with employees and customers; shareholder litigation in connection with
the transaction resulting in significant costs of defense, indemnification and liability; and other risks and uncertainties discussed
in the tender offer documents that would be filed by Kushner if the tender offer is commenced and the Solicitation/Recommendation
Statement that would be filed by FREVS. Kushner does not undertake any obligation to update any forward-looking statements as
a result of new information, future developments or otherwise, except as expressly required by law. All forward-looking statements in
the attached press release and letter are qualified in their entirety by this cautionary statement.
Exhibit (a)(5)(A)
KUSHNER PROPOSES TO ACQUIRE FIRST REAL
ESTATE INVESTMENT TRUST OF NEW JERSEY FOR $22.00 PER SHARE IN CASH
Proposal Represents a 52.25% Premium
to FREVS’ Most Recent Closing Price
Calls Upon the Board to Immediately
Enter into Discussions with Kushner
Urges Shareholders to Make Their Views
Known to the Board
NEW YORK, NY, June 27, 2023 — K Corp
Acquisitions LLC, a Kushner company, today sent the following letter to the Board of Directors of First Real Estate Investment Trust of
New Jersey, Inc. (OTC: FREVS) (“FREVS” or the “Trust”) proposing to acquire FREVS for $22.00 per share in cash:
First Real Estate Investment Trust of New Jersey, Inc.
505 Main Street
Hackensack, New Jersey 07601
Attn: Board of Directors
Dear Members of the Board:
K Corp Acquisitions LLC, a Kushner company, hereby
conveys its proposal to acquire all the outstanding shares of common stock of First Real Estate Investment Trust of New Jersey, Inc. (“FREVS”
or the “Trust”) at a price equal to $22.00 per share in cash (the “Transaction”). We are submitting this proposal
in order to facilitate constructive discussions with the Board of Directors of the Trust (the “Board”), with the goal of entering
into a mutually agreeable transaction that is in the best interests of all shareholders.
We believe that this proposal delivers a highly
attractive opportunity for shareholders to obtain full and fair value that exceeds what FREVS can be expected to achieve in the coming
years under present management if it remains on its current course as a standalone company. For shareholders, this proposal represents
a 52.25% premium over yesterday’s closing price of $14.45 per share and a 53.73% premium over the trailing 30-trading day volume
weighted average price of $14.31 per share. We firmly believe this proposal will have wide-ranging support among the Trust’s shareholders.
We urge those constituencies who want to see FREVS sold to make their views known and have their voices heard by the Board.
We propose that the Transaction be accomplished
through a negotiated merger agreement. This proposal is subject to the following conditions: (i) receipt of required Board and shareholder
approvals, including under applicable provisions of the Trust’s Charter; (ii) receipt of any required governmental and third-party
approvals; and (iii) the execution of a definitive agreement containing terms and conditions customary for a transaction of this type
and size. The Transaction would not be subject to any financing contingency.
We are willing to devote considerable resources
to completing the Transaction and stand ready to meet with the Board and its representatives, and conduct our limited confirmatory due
diligence, immediately. We are confident in our ability, together with our legal advisors, Olshan Frome Wolosky LLP, to complete our due
diligence, negotiate and enter into definitive agreements, and consummate the Transaction in an expedited and efficient manner.
We believe that this proposal represents the
best opportunity for shareholders to achieve immediate liquidity and realize maximum and certain value for their shares. Please be aware
that this letter constitutes an expression of interest only and does not create and shall not be deemed to constitute or create any legally
binding or enforceable obligations on the part of either of us until a definitive transaction agreement is executed. We reserve the right
to withdraw or modify any proposal at any time and for any reason.
We look forward to hearing from you promptly
regarding this proposal and working expeditiously towards a mutually agreeable outcome that we believe will be in the best interests of
all shareholders. However, if the Board refuses to engage with us in good faith, we reserve our rights to take action to protect shareholders’
interests, which may include taking this proposal directly to shareholders.
Very truly yours,
/s/ Charles Kushner
Charles Kushner
Notice to Investors
The potential tender offer described above
has not yet commenced. This communication is for informational purposes only and is not a recommendation, an offer to purchase or a solicitation
of an offer to sell shares of common stock, par value $0.01 per share (the “Shares”), of FREVS. If the tender offer is commenced,
K Corp Acquisitions LLC and/or one or more affiliates thereof (collectively, “Kushner”) will file a tender offer statement
and related exhibits with the Securities and Exchange Commission (the “SEC”), and FREVS will file a solicitation/recommendation
statement with respect to such tender offer with the SEC.
SHAREHOLDERS OF FREVS ARE STRONGLY ADVISED
TO READ THE TENDER OFFER STATEMENT (INCLUDING THE RELATED EXHIBITS) AND THE SOLICITATION/RECOMMENDATION STATEMENT, AS THEY MAY BE AMENDED
FROM TIME TO TIME, IF AND WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT SHAREHOLDERS SHOULD CONSIDER
BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES. IF THE TENDER OFFER IS COMMENCED, THE TENDER OFFER STATEMENT (INCLUDING THE
RELATED EXHIBITS) AND THE SOLICITATION/RECOMMENDATION STATEMENT WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEBSITE AT WWW.SEC.GOV.
IN ADDITION, IF THE TENDER OFFER IS COMMENCED, THE TENDER OFFER STATEMENT AND OTHER DOCUMENTS THAT ARE FILED BY KUSHNER WITH THE SEC WILL
BE MADE AVAILABLE TO ALL SHAREHOLDERS OF FREVS FREE OF CHARGE FROM THE INFORMATION AGENT FOR THE TENDER OFFER.
Forward-Looking Statements
This release may contain certain “forward-looking
statements”, many of which are beyond our ability to control or predict. Forward-looking statements may be identified by words such
as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,”
“estimates,” “will” or words of similar meaning and include, but are not limited to, statements about the expected
future business and financial performance of Kushner. Actual events, results and outcomes may differ materially from our expectations
due to a variety of known and unknown risks, uncertainties and other factors. Forward-looking statements in this document include, without
limitation, statements regarding the planned completion of the offer. These statements are subject to risks and uncertainties that could
cause actual results and events to differ materially from those anticipated, including, but not limited to, risks and uncertainties related
to: statements regarding the anticipated benefits of the transaction; statements regarding the anticipated timing of filings and approvals
relating to the transaction; statements regarding the expected timing of the completion of the transaction; the percentage of FREVS’
shareholders tendering their shares in the offer; the possibility that competing offers will be made; the possibility that various closing
conditions for the transaction may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant
approval for the consummation of the transaction; the effects of disruption caused by the transaction making it more difficult to maintain
relationships with employees and customers; shareholder litigation in connection with the transaction resulting in significant costs of
defense, indemnification and liability; and other risks and uncertainties discussed in the tender offer documents that would
be filed by Kushner if the tender offer is commenced and the Solicitation/Recommendation Statement that would be filed
by FREVS. Kushner does not undertake any obligation to update any forward-looking statements as a result of new information, future
developments or otherwise, except as expressly required by law. All forward-looking statements in this release are qualified in their
entirety by this cautionary statement.
About Kushner
Founded in New Jersey in 1985, Kushner
is a diversified real estate organization responsible for the ownership, management, development, and redevelopment of properties through
the country. Kushner companies currently own and operate over 20,000 units across the country, with a strong presence in New Jersey, and
have a multifamily development pipeline of over 10,000 units.
For all media inquiries, please reach out
to mediainquiries@kushner.com
First Real Estate Invest... (PK) (USOTC:FREVS)
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