First Real Estate Investment Trust Of New Jersey, Inc DEFM14A, filed Mar 9, 2020

First Real Estate Investment Trust Of New Jersey, Inc. (FREVS)

DEFM14A 2020-03-09

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[ ]	Preliminary Proxy Statement
[ ]	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[X]	Definitive Proxy Statement
[ ]	Definitive Additional Materials
[ ]	Soliciting Material Pursuant to § 240.14a-12

[ ]	No fee required.
[ ]	Fee computed on table below per Exchange Act Rules 14a(6)(i)(1) and 0-11.
1)	Title of each class of securities to which transaction applies:
2)	Aggregate number of securities to which transaction applies:
3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):

4)	Proposed maximum aggregate value of transaction:

5)	Total Fee Paid:

[X]	Fee paid previously with preliminary materials.
[ ]	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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SUMMARY	1
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING, THE SALE AND THE PLAN OF LIQUIDATION	8
RISK FACTORS	17
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS	24
SPECIAL MEETING IN LIEU OF AN ANNUAL MEETING OF THE SHAREHOLDERS OF FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY	25
PROPOSAL ONE—THE SALE PROPOSAL	28
PROPOSAL TWO—THE LIQUIDATION PROPOSAL	62
PROPOSAL THREE—THE TRUSTEE ELECTION PROPOSAL	69
PROPOSAL FOUR— ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION	96
PROPOSAL FIVE—THE AUDITOR APPOINTMENT PROPOSAL	97
PROPOSAL SIX—THE ADJOURNMENT PROPOSAL	99
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES	100
HOUSEHOLDING OF PROXY MATERIALS	107
WHERE YOU CAN FIND MORE INFORMATION	107
OTHER MATTERS	108
ANNEX A-1 — PURCHASE AND SALE AGREEMENT
ANNEX A-2 — FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT
ANNEX B — PLAN OF VOLUNTARY LIQUIDATION
ANNEX C — OPINION OF HFF SECURITIES L.P.
ANNEX D — VOTING AGREEMENT

Q.	Why am I receiving this proxy statement?
A.	Under the terms of the Purchase Agreement described in this proxy statement, the Trust has agreed to sell certain of its apartment properties to the Purchaser. The completion of the transactions contemplated by the Purchase Agreement is subject to approval by a majority of the votes cast at the special meeting assuming a quorum is present, and we are holding a special meeting in order to obtain that approval. In addition, the Board has determined that, subject to the closing of the Sale, it is advisable and in the best interests of our shareholders that the Trust wind-up its affairs, dispose of its remaining assets, pay off outstanding liabilities and distribute the net proceeds to our shareholders in accordance with the Plan of Liquidation. The Plan of Liquidation is subject to approval by a majority of the votes cast at the special meeting assuming a quorum is present, which approval we will also seek to obtain at the special meeting. Your vote is very important. We encourage you to vote as soon as possible. The enclosed voting materials allow you to vote your Shares without attending the special meeting in person. For more specific information on how to vote, please see the questions and answers below.
Q.	What is being voted upon at the special meeting?
A.	We are asking shareholders to consider and vote upon the following proposals at the special meeting: 1. the Sale Proposal; 2. the Liquidation Proposal; 3. the election of two trustees pursuant to the Trustee Election Proposal; 4. the Executive Compensation Proposal; 5. the Auditor Appointment Proposal; and 6. the Adjournment Proposal.
Q.	What is the Sale?
A.	The Purchase Agreement provides for the sale by the Sellers to the Purchaser of all of the Sellers’ right, title and interests in the Sale Properties. The Trust has a 100% ownership interest in each of the Sale Properties, except for Westwood Hills, in which the Trust has a 40% ownership interest in the Seller thereof. The original Purchase Agreement entered into on January 14, 2020 also included as part of the Sale Properties the Pierre Towers property, located in Hackensack, New Jersey (in which the Trust has a 65% ownership interest), and for the assumption by the Purchaser of the outstanding mortgage loan on that property, subject to the right of the Sellers and the Purchaser to terminate the Purchase Agreement solely as to that property (resulting in such property being excluded from the transaction and the purchase price being reduced by an amount equal to the amount allocated to such property in the Purchase Agreement) in the event that, among other things, the lender does not permit the Purchaser to assume the mortgage loan. Following the entry into the original Purchase Agreement, the lender for the mortgage loan on the Pierre Towers property advised the parties that it would not agree to an assignment of such mortgage loan to the Purchaser. Accordingly, the parties entered into an amendment to the Purchase Agreement to formally terminate the Purchase Agreement solely with respect to the Pierre Towers property. The Trust will now seek to sell the Pierre Towers property in connection with the winding-up and liquidation of the Trust pursuant to the Plan of Liquidation.
Q.	Why did the Trust enter into the Purchase Agreement?
A.	Entry into the Purchase Agreement is the culmination of our thorough exploration of various potential strategic alternatives, which began in March 2019 when the Board appointed the Special Committee to

	explore and evaluate strategic alternatives. After due consideration of all other alternatives reasonably available to us, including maintaining our existence and continuing to own our assets and selling the assets individually, the Board, based in part on the unanimous recommendation of the Special Committee, determined that the transactions contemplated by the Purchase Agreement and winding-up the Trust pursuant to the Plan of Liquidation will result in the most favorable outcome for our shareholders. For more information, see “Proposal One—The Sale Proposal—Recommendation of the Board and Reasons for the Sale” beginning on page 35 of this proxy statement and “Proposal Two—The Liquidation Proposal—Recommendation of the Board and Reasons for the Plan of Liquidation” beginning on page 62 of this proxy statement.
Q.	Who is the Purchaser?
A.	The Purchaser, Sinatra Properties LLC, is a Delaware limited liability company and an affiliate of the Kushner Companies LLC, with offices located at 666 Fifth Avenue, New York, New York 10103. Kushner Companies LLC is a privately held real estate developer and landlord that holds a portfolio of 20,000 multi-family residential units and 13 million square feet of office, industrial and retail space.
Q.	What is the purchase price for the Sale?
A.	The aggregate purchase price for 100% ownership interest in each of the Sale Properties is $186,000,000, subject to certain adjustments. After taking into account the Trust’s 40% ownership interest in Westwood Hills, the sale of all six apartment properties would result in approximately $156,000,000 in aggregate consideration received by the Trust, subject to certain adjustments. Among the potential adjustments to the aggregate purchase price is a reduction in the amount of cash payable to the Sellers by the amount of the mortgage loan encumbering Berdan Court (which currently is approximately $28,815,000) that is assumed by the Purchaser at closing; however, if the lender does not permit the Purchaser to assume the loan or if the loan is not assumed under certain other circumstances, then the Purchaser or, in certain circumstances, the Sellers may elect to terminate the Purchase Agreement with respect to the applicable Sale Property, and the aggregate purchase price payable pursuant to the Purchase Agreement will be reduced by an amount equal to the portion of the aggregate purchase price allocated to Berdan Court in the Purchase Agreement. Of the $186,000,000 aggregate purchase price, $42,000,000 has been allocated to Berdan Court. The original Purchase Agreement entered into on January 14, 2020 also included as part of the Sale Properties the Trust’s 65% interest in the Pierre Towers property, located in Hackensack, New Jersey, and for the assumption by the Purchaser of the outstanding mortgage loan on that property, subject to the right of the Sellers and the Purchaser to terminate the Purchase Agreement solely as to that property (resulting in such property being excluded from the transaction and the purchase price being reduced by an amount equal to the amount allocated to such property in the Purchase Agreement) in the event that, among other things, the lender did not permit the Purchaser to assume the mortgage loan. Following the entry into the original Purchase Agreement, the lender for the mortgage loan on the Pierre Towers property advised the parties that it would not agree to an assignment of such mortgage loan to the Purchaser. After various discussions between the Trust and the Purchaser, the parties determined to enter into an amendment to the Purchase Agreement to formally terminate the Purchase Agreement solely with respect to the Pierre Towers property. On February 28, 2020, the Sellers and Purchaser entered into a First Amendment to Purchase and Sale Agreement. As a result of such amendment, as provided in the original Purchase Agreement, the total purchase price payable under the Purchase Agreement was reduced from $266,500,000 to $186,000,000 – a reduction of $80,500,000 (the amount that was allocated to the Pierre Towers property in the Purchase Agreement) – and the total consideration to be received by the Trust under the Purchase Agreement was reduced from $208,325,000 to $156,000,000 (reflecting the Trust’s 65% interest in the $80,500,000 that was allocated to the Pierre Towers property in the Purchase Agreement). The Trust will now seek to sell the Pierre Towers property in connection with the winding-up and liquidation of the Trust pursuant to the Plan of Liquidation. The purchase price is also subject to customary prorations and/or adjustments as of the day immediately prior to closing. For more information, see “Proposal One—The Sale Proposal—Purchase Price for the Sale” beginning on page 50 of this proxy statement.
Q.	What other agreements were entered into by the Trust in connection with the Purchase Agreement and the Plan of Liquidation?
A.	The Trust entered into the First Amendment, which modifies the Management Agreement with Hekemian & Co. by providing that upon the closing of any sale or other disposition of the Trust’s entire direct or indirect interest in any Trust property, whether pursuant to the Purchase Agreement or otherwise in furtherance of the Plan of Liquidation, (a) the Management Agreement will terminate automatically and be of no further force or effect with respect to such property and (b) the Trust will pay to Hekemian & Co. (i) any and all commissions and fees for management services and reimbursement required to be paid by the Trust pursuant to the Management Agreement in respect of the applicable property up to the termination date, calculated on a pro

	·	the Purchase Agreement is terminated (i) (A) by either party if the closing has not been consummated prior to June 15, 2020 (but if by the Sellers, only if at such time the Purchaser would not be prohibited from terminating the Purchase Agreement as a result of their delay), (B) by the Purchaser in the event of a default by Sellers or (C) by either party if the Sale Proposal is not approved at the special meeting of the Trust shareholders or at any adjournment or postponement thereof, (ii) at any time on or after

	rata basis, plus (ii) a termination fee in respect to such property equal to the product of (x) the Trust’s direct or indirect percentage ownership interest in such property, multiplied by (y) 1.25, multiplied by (z) one (1) year’s Base Management Fee (as defined in the Management Agreement and First Amendment) in respect of such property. The First Amendment also amends the Management Agreement to provide that upon the closing of any sale or other disposition of the Trust’s entire direct or indirect interest in each property, whether pursuant to the Purchase Agreement or otherwise in furtherance of the Plan of Liquidation, the Trust will pay to Hekemian & Co. a sales fee equal to 1.65% of the sales price for such property (reduced from the existing range of 2.5% to 4.5% in the Management Agreement); provided, however, that in the event that a property is not wholly owned, directly or indirectly, by the Trust, the sales fee payable to Hekemian & Co. will only be payable in respect of the Trust’s percentage ownership share of the applicable property. The First Amendment provides that the foregoing fees will be paid in lieu of, and will supersede in their entirety, any other payment which otherwise would be payable to Hekemian & Co. under the Management Agreement arising out of or attributable to the sale or other disposition of the Trust’s entire direct or indirect interest in each Trust property or the termination of the Management Agreement in respect of such Trust property (including, without limitation, any Termination Fee, M&A Termination Fee or Sale of Property Fee under the Management Agreement (each as defined in the Management Agreement)). The First Amendment will become effective if, and only if, the Plan of Liquidation becomes effective. For more information, see “Proposal One—The Sale Proposal—Transactions with Hekemian & Co.” beginning on page 46 of this proxy statement.
Q.	When does the Trust expect the Sale to be completed?
A.	We are working to close the Sale as soon as practicable and currently expect to close the Sale during the second calendar quarter of 2020.
Q.	What will happen if the Sale is not approved?
A.	If the Sale is not approved, the Sale will not occur, our wind-up and liquidation of the Trust will not occur, we will not make liquidating distributions to our shareholders and we will continue to operate our business and may pursue alternative strategic options. For more information, see “Risk Factors—Risk Factors Relating to the Sale.” If the Sale is not completed, the Trust would be subject to a number of material risks described on page 17 of this proxy statement.
Q.	If the Sale Proposal and the Liquidation Proposal are approved and the Sale is consummated on the terms contained in the Purchase Agreement, is there an estimate of the net proceeds that the Trust’s shareholders will receive?
A.	The amount of cash that may ultimately be received by our shareholders is not known and is difficult to estimate with certainty. We currently anticipate making distributions to shareholders over time in connection with the Plan of Liquidation, taking into account estimated transaction expenses and payment of liabilities, in an amount that we estimate will range from $25.64 to $31.71 per share, which includes the net proceeds to be realized by the Trust from the closing of the Sale, less any applicable withholding taxes. Notwithstanding our estimates, we cannot predict with any certainty the exact timing, amount or number of distributions to our shareholders, as uncertainties as to the net proceeds available to us upon sale or disposition of our assets (including the Sale), any purchase price adjustments applicable to any such sale or disposition (including the Sale), the amount of any taxes, including withholding taxes and transfer taxes, imposed with respect to any such sale or disposition (including the Sale), the operating costs and amounts to be set aside for claims, liabilities and other obligations prior to and during the liquidation and winding-up process and the related timing to complete such transactions make it impossible to predict with certainty the actual net cash amount that will ultimately be available for distribution to shareholders or the timing of any such distributions.

	If we have underestimated our existing obligations and liabilities or if unanticipated or contingent liabilities arise, or we have overestimated the amount we would receive from the disposition of our assets, including those included in the Sale, the amount ultimately distributed to our shareholders could be less than the estimated amounts set forth above. No assurance can be given as to the amounts our shareholders will ultimately receive.
Q.	What will happen under the Plan of Liquidation?
A.	Under the Plan of Liquidation we will wind-up our operations and take any other appropriate and necessary action to liquidate, dissolve and terminate the Trust or convert the Trust to another liquidating entity under applicable law and in accordance with our Amended and Restated Declaration of Trust following the closing of the Sale. If our shareholders approve the Liquidation Proposal, upon a determination made by the Board, we may transfer our remaining assets and liabilities to a liquidating trust or convert the Trust into another type of liquidating entity in accordance with applicable law that will be a limited liability company, a partnership or other trust and distribute interests in the liquidating trust or other liquidating entity to our shareholders while our remaining assets are sold and our remaining liabilities are paid.
Q.	What is a liquidating trust? What other liquidating entity may be formed?
A.	A liquidating trust is a trust organized for the primary purpose of liquidating and distributing the assets transferred to it after paying any of the remaining liabilities. We may determine, instead, to convert the Trust into another type of liquidating entity in accordance with applicable law. That entity may be a limited liability company, a partnership or a trust. If we form a liquidating trust or convert the Trust into another type of liquidating entity, at the time of the formation or conversion, the Shares would be cancelled and our shareholders will receive interests in the liquidating trust or other liquidating entity. Such interests in the liquidating trust or other liquidating entity (i) will not be transferable (except by will, intestate succession or operation of law) and (ii) will not be represented by certificates.
Q.	What vote of the Trust shareholders is required to approve the Sale Proposal and the Liquidation Proposal?
A.	Approval of each of the Sale Proposal and the Liquidation Proposal requires the affirmative vote of a majority of the votes cast at the special meeting assuming a quorum is present.
Q.	How does the Board recommend that the Trust shareholders vote on the Sale Proposal and the Liquidation Proposal?
A.	The Board, based in part on the unanimous recommendation of the Special Committee, recommends that you vote FOR the Sale Proposal and FOR the Liquidation Proposal. The Board determined and declared that the Purchase Agreement and the Sale are advisable and in the best interests of the Trust and our shareholders and it further determined and declared that, subject to the closing of the Sale, the Plan of Liquidation and the actions and transactions contemplated thereby are advisable and in the best interests of the Trust and our shareholders. Accordingly, the Board unanimously approved the Purchase Agreement and the Plan of Liquidation and the actions and transactions contemplated thereby, including the Sale, and recommends that you vote FOR these proposals at the special meeting.
Q.	What do I need to do now in order to vote on the proposals being considered at the special meeting?
A.	You should carefully read and consider the information contained in this proxy statement and the annexes attached to this proxy statement, and you may vote by proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed, postage-paid envelope or by submitting a proxy over the Internet www.investorvote.com/FREVS or by telephone 1-800-652-8683 following the instructions on the enclosed proxy card. If you sign, date and mail your proxy card without identifying how you want to vote, your Shares will be voted FOR the Sale Proposal, FOR the Liquidation Proposal, FOR the election of each of the

Q.	Do the trustees and executive officers of the Trust have any interest in the Sale?
A.	The interests of our trustees and executive officers in the Sale are generally aligned with the interests of our shareholders; however, certain trustees and executive officers have interests which differ from or are in addition to those of our shareholders, including an interest in the Management Agreement (including as amended pursuant to the First Amendment) and an interest in certain Trust properties which may be sold pursuant to the Purchase Agreement or the Plan of Liquidation. In addition, each of our trustees has entered into a voting agreement with the Purchaser pursuant to which each of them has agreed to vote their respective Shares over which they have voting control (i) in favor of the Sale Proposal and (ii) against any proposal contemplating an alternative transaction and any action, agreement or transaction that would reasonably be expected to materially impede, interfere with, delay or postpone the closing of the Sale. See “Proposal One—The Sale Proposal—Interests of our Trustees and Executive Officers” beginning on page 46 of this proxy statement and “Proposal One—The Sale Proposal—Voting Agreement” beginning on page 60 of this proxy statement.
Q.	Are there any risks related to the Sale or the Plan of Liquidation?
A.	Yes. You should carefully review the section entitled “Risk Factors” beginning on page 17 of this proxy statement.
Q.	What are the United States federal income tax consequences of the Sale and the Plan of Liquidation?
A.	In general, if the Plan of Liquidation is approved and the Trust is liquidated, distributions to you under the Plan of Liquidation, including your pro rata share of the fair market value of any the Trust assets that are transferred to a liquidating trust or deemed distributed pursuant to our conversion to another liquidating entity and other amounts deemed distributed to you, should not be taxable to you for U.S. federal income tax purposes until the aggregate amount of liquidating distributions to you exceeds your adjusted tax basis in your Shares, and then should be taxable to you as capital gain (assuming you hold your shares as a capital asset). To the extent the aggregate amount of liquidating distributions, including amounts deemed distributed, to you is less than your adjusted tax basis in your Shares, you generally will recognize a capital loss (assuming you hold your shares as a capital asset) in the year the final distribution is received by you. The transfer of our assets to a liquidating trust or the establishment of another liquidating entity, which would occur by means of a conversion of the Trust into a limited liability company, partnership or trust, will be a taxable event to our shareholders notwithstanding that the shareholders may not currently receive a distribution of cash or any other assets with which to satisfy the resulting tax liability. Non-U.S. shareholders will be subject to U.S. federal income tax on any distributions received to the extent attributable to gains recognized by the Trust on sales of real property located in the United States. See “Material United States Federal Income Tax Consequences” beginning on page 100 of this proxy statement. We urge you to consult with your own tax advisors regarding tax consequences of distributions made and other transactions contemplated pursuant to the Plan of Liquidation.

Q.	Is the winding-up and liquidation of the Trust conditioned upon the closing of the Sale?
A.	Yes. The Plan of Liquidation pursuant to which we intend to wind-up and liquidate the Trust is subject to the closing of the Sale.
Q.	What will happen if the Sale Proposal is approved and the Liquidation Proposal is not approved?
A.	If our shareholders approve the Sale Proposal but do not approve the Liquidation Proposal, assuming the other closing conditions to the Sale are satisfied, we will still complete the Sale. In that case, we will have transferred a substantial portion of our operating assets to the Purchaser. We do not intend to invest in another operating business following the closing of the Sale and our ongoing operating expenses may exceed the revenue generated by our remaining assets. For more information, see “Risk Factors—Risk Factors Relating to the Winding-up and Liquidation of the Trust—Our shareholders could approve the Sale Proposal but not approve the Liquidation Proposal” on page 19 of this proxy statement.
Q.	Am I entitled to appraisal rights or dissenters’ rights in connection with the Sale Proposal or the Liquidation Proposal?
A.	No. As a holder of Shares, you will not be eligible for appraisal rights or dissenters’ rights (or rights of an objecting shareholder) in connection with the Sale Proposal or the Liquidation Proposal.
Q.	Will I still be able to sell or transfer my Shares following the closing of the Sale?
A.	Yes. The Shares will be transferable following the closing of the Sale to the same extent as before the closing of the Sale until the Trust is terminated or, if applicable, the establishment of a liquidating trust or other liquidating entity. Also, upon the establishment of a liquidating trust or other liquidating entity, the interests in the trust or entity will not be transferable (except by will, intestate succession or operation of law). Following the closing of the Sale we may, however, seek relief from the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and if such relief is granted, our Shares will cease to be eligible to trade on the OTC Bulletin Board. If our Shares cease to be eligible to trade on the OTC Bulletin Board, it may be more difficult to sell your Shares.
Q.	What vote of the Trust’s shareholders is required to elect Trustees?
A.	Trustees are elected by a plurality of all of the votes cast by holders of Shares represented in person or by proxy and entitled to vote thereon at the special meeting. This means that both nominees will be elected if they receive more affirmative votes than any other nominee for the same position. Shareholders may not cumulate their votes with respect to the election of trustees. Broker non-votes will have no effect on the election of trustees. The nominees are Robert S. Hekemian, Jr. and David F. McBride.
Q.	What vote is required to ratify the appointment of EisnerAmper LLP as auditors?
A.	The ratification of the appointment of EisnerAmper LLP to audit and report upon the Trust’s consolidated financial statements for the fiscal year ending October 31, 2020 requires the affirmative vote of a majority of the votes cast at the special meeting assuming a quorum is present.
Q.	Am I being asked to vote on anything else?
A.	Yes. In addition to voting FOR the Sale Proposal, the Liquidation Proposal, the election of each of the nominees for trustee pursuant to the Trustee Election Proposal, the Executive Compensation Proposal and the Auditor Appointment Proposal, the Board is also asking you to approve the proposal to adjourn the special meeting if Shares voting in favor of the Sale Proposal and/or the Liquidation Proposal are insufficient to approve both of those proposals. The Board recommends that you vote FOR the Adjournment Proposal.

Q.	Why is the Trust seeking my vote on the Adjournment Proposal?
A.	Adjourning the special meeting to a later date will give us additional time to solicit proxies to vote in favor of approval of the Sale Proposal and the Liquidation Proposal, if necessary. Consequently, we are seeking your approval of the Adjournment Proposal to ensure that, if necessary, we will have enough time to solicit the required votes for the Sale Proposal and the Liquidation Proposal.
Q.	What vote of the Trust shareholders is required to approve the Adjournment Proposal?
A.	The Adjournment Proposal requires the affirmative vote of a majority of the votes cast at the special meeting.
Q.	When and where will the special meeting be held?
A.	The special meeting will be held at 505 Main Street, Hackensack, New Jersey 07601, on April 21, 2020, at 7:00 p.m. Eastern Time.
Q.	Who is entitled to notice of and to vote at the special meeting?
A.	Only holders of record of Shares outstanding as of the close of business on March 3, 2020, the record date for the special meeting, are entitled to notice of and to vote at the special meeting. As of the close of business on the record date, there were 6,856,651 Shares outstanding and entitled to vote at the special meeting.
Q.	If my Shares are held in “street name” by my broker, will the broker vote the shares on my behalf?
A.	If your Shares are held in a stock brokerage account or by a bank or other nominee, then you are considered the beneficial owner of Shares held in “street name” and these proxy materials are being forwarded to you by your broker, bank or other nominee, who is considered the shareholder of record with respect to those Shares. As the beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote, and you are also invited to attend the special meeting. However, since you are not the shareholder of record, you may not vote these Shares in person at the special meeting, unless you request a proxy from your broker, bank or other nominee. Your broker, bank or other nominee has enclosed a voting instruction card for you to use in directing the broker, bank or other nominee regarding how to vote your Shares. Brokers who hold Shares in street name for customers have the authority to vote on “routine” proposals when they have not received instructions from beneficial owners. However, brokers are precluded from exercising their voting discretion with respect to approval of non-routine matters, such as the approval of the Sale Proposal, the Liquidation Proposal, the Trustee Election Proposal and the Executive Compensation Proposal, and, as a result, absent specific instructions from the beneficial owner of such Shares, brokers will not vote those Shares on the Sale Proposal, the Liquidation Proposal, the Trustee Election Proposal or the Executive Compensation Proposal. This is referred to as a “broker non-vote.” Broker non-votes will be considered as “present” at the special meeting for purposes of determining a quorum. Broker non-votes will have no effect on the Sale Proposal, the Liquidation Proposal, the Trustee Election Proposal, the Executive Compensation Proposal, the Auditor Appointment Proposal or the Adjournment Proposal. Your broker will send you information to instruct it on how to vote on your behalf. If you do not receive a voting instruction card from your broker, please contact your broker promptly to obtain the voting instruction card. Your vote is important to the success of the proposals being considered at the special meeting. The Trust encourages all of its shareholders whose Shares are held in street name to provide their brokers with instructions on how to vote. See “Special Meeting of the Shareholders of the Trust —Abstentions; Broker Non-Votes” beginning on page 26 of this proxy statement.
Q.	What will happen if I abstain from voting or fail to vote?
A.	Your abstention will have no effect on the Sale Proposal, the Liquidation Proposal, the Trustee Election Proposal, the Executive Compensation Proposal, the Auditor Appointment Proposal or the Adjournment Proposal. Assuming a quorum is present, failure to attend and vote at the special meeting or to submit your proxy using one of the available methods will have no effect on the Sale Proposal, the Liquidation Proposal, the Trustee Election Proposal, the Executive Compensation Proposal, the Auditor Appointment Proposal or

	the Adjournment Proposal, and will result in your Shares not being considered as “present” for purposes of determining a quorum.
Q.	Can I change my vote after I have delivered my proxy?
A.	Yes. If you are a shareholder of record, you can change your vote at any time before your proxy is voted at the special meeting by: · delivering a signed written notice of revocation to our Investor Relations Department, Attention: Investor Relations at our principal executive offices located at 505 Main Street, Hackensack, New Jersey 07601, before your proxy is voted at the special meeting; · signing and delivering a new, valid proxy bearing a later date but prior to the special meeting; · submitting another proxy by telephone or the Internet (your latest telephone or Internet voting instructions will be utilized); or · attending the special meeting and voting in person, although your attendance alone will not revoke your proxy. If your Shares are held in “street name,” you must contact your broker, bank or other nominee to change your vote.
Q.	Who will count the votes cast at the special meeting?
A.	We have engaged Computershare Trust Company, N.A. (“Computershare”) to act as inspector of elections at the special meeting. In that role, Computershare will be responsible for counting the votes cast at the special meeting. In addition, we have also engaged Georgeson LLC (“Georgeson”), an independent proxy solicitation firm, to assist in the proxy solicitation process. If you are a shareholder of record, and you choose to authorize a proxy over the Internet or by phone, Computershare will access and process your vote electronically, and if you have requested and received proxy materials via mail and choose to sign and mail your proxy card, your executed proxy card will be returned directly to Computershare for processing. If you hold your shares through a broker, your broker (or its agent for tabulating votes of Shares held in “street name”) will return one proxy card to Georgeson on behalf of all its clients. Computershare will coordinate with Georgeson to ensure proper tabulation of your proxy votes at the special meeting.
Q.	Who is paying for this proxy solicitation?
A.	The Trust will pay for the entire cost of soliciting proxies. In addition to mailed proxy materials, our trustees and executive officers may also solicit proxies in person, by phone or by other means of communication. Our trustees and executive officers will not be paid any additional compensation for soliciting proxies. We have also engaged Georgeson to assist in the proxy solicitation process. Georgeson will be paid a fee of approximately $14,000 plus disbursements. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.
Q.	What is the quorum requirement?
A.	A quorum of our shareholders is necessary to hold a valid special meeting. A quorum will be present if the holders of a majority of Shares outstanding as of the record date for the special meeting and entitled to vote are present (in person or represented by proxy) at the special meeting. On the record date, there were 6,856,651 Shares outstanding and entitled to vote at the special meeting. Accordingly, 3,428,326 Shares must be present (in person or represented by proxy) at the special meeting to have a quorum.

Q.	What should I do if I receive more than one set of voting materials for the special meeting?
A.	You may receive more than one set of voting materials for the special meeting, including multiple copies of this proxy statement and multiple proxy cards or voting instruction forms. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction form for each brokerage account in which you hold shares. If you are a shareholder of record and your shares are registered in more than one name, you will receive more than one proxy card and voting instruction form. For each and every proxy card and voting instruction form that you receive, please authorize a proxy as soon as possible using one of the following methods: · by telephone, by calling the toll-free number 1-800-652-8683 as instructed on the enclosed proxy card; · by using the Internet www.investorvote.com/FREVS as instructed on the enclosed proxy card; or · by mail, by completing, signing, dating and returning the enclosed proxy card in the postage-prepaid envelope enclosed for that purpose.
Q.	What should I do if only one set of voting materials for the special meeting is sent and there are multiple Trust shareholders in my household?
A.	Some banks, brokers and other nominee record shareholders may be participating in the practice of “householding” proxy statements and annual reports. This means that only one copy of this proxy statement may have been sent to multiple shareholders in your household. The Trust will promptly deliver a separate copy of this document to you if you contact our Investor Relations Department, Attention: Investor Relations at our principal executive offices located at 505 Main Street, Hackensack, New Jersey 07601 or by telephone at (201) 488-6400.
Q.	How can I find out the results of the voting at the special meeting?
A.	We will announce the voting results by filing a Current Report on Form 8-K within four business days after the special meeting is held. If final voting results are unavailable at that time, we will file an amended Current Report on Form 8-K within four business days of the day the final results are available.
Q.	Who can help answer my questions?
A.	If you have any questions about the proposals to approve the Sale, the Plan of Liquidation or the adjournment of the special meeting or how to submit your proxy, or if you need additional copies of this proxy statement or the enclosed proxy card or voting instructions, you should contact: the Trust or our proxy solicitor, Georgeson. First Real Estate Investment Trust of New Jersey 505 Main Street Hackensack, New Jersey 07601 (201) 488-6400 Attention: Investor Relations or 1290 Avenue of the Americas, 9th Floor New York, NY 10104 Shareholders, Banks and Brokers Call Toll Free: 866-767-8867

	·	Termination Fee; Expense Reimbursement. The Board considered that the Trust may be required to pay the Purchaser a termination fee of $3,500,000, in addition to reimbursement for the Purchaser’s reasonable and documented out-of-pocket fees and expenses incurred in connection with the Purchase Agreement or the Sale (subject to a $2,000,000 cap) in certain circumstances, including if the Sellers terminate the Purchase Agreement to accept a superior proposal, or if the Purchaser terminates the Purchase Agreement because the Board withholds or withdraws (or modifies, amends or qualifies in a manner adverse to the Purchaser) its recommendation to our shareholders in favor of the Sale Proposal. The Board considered that the amount of the termination fee is comparable to termination fees in transactions of a similar size and nature, is reasonable, will not likely deter serious alternative

Sale Properties (incl. Pierre Towers)	2H 2020		2021		2022		2023		2024		2025
Total Cash NOI	$	6.5	$	13.3	$	13.7	$	14.0	$	14.4	$	14.8
Unlevered Free Cash Flow	$	6.2	$	12.7	$	13.1	$	13.4	$	13.8	$	14.2

All Trust Properties (excl. billboard)	2H 2020		2021		2022		2023		2024		2025
Total Cash NOI	$	18.0	$	36.5	$	38.0	$	40.8	$	42.2	$	43.2
Unlevered Free Cash Flow	$	16.3	$	31.6	$	27.5	$	37.8	$	39.9	$	40.1

(1)	Net Operating Income (“NOI”) is based on operating revenue and expenses directly associated with the operations of the real estate properties, but excludes deferred rents (straight lining), depreciation, financing costs and certain other items.
(2)	“Unlevered Free Cash Flow” is NOI less capital expenditures.
(3)	The reduction in the Unlevered Free Cash Flow for 2022 is driven by projected tenant improvements and leasing commissions at the Trust’s retail properties. The impact of these expenditures results in increased projected total cash NOI and Unlevered Free Cash Flows in 2023 through 2025.

Name of Beneficial Owner ⁽¹⁾	(A) Aggregate Number of Shares Beneficially Owned ⁽²⁾			(B) Number of Shares Acquirable within 60 Days			(C) Aggregate Number of Shares Deemed to be Beneficially Owned (Column A plus Column B)			(D) Percent of Class ⁽³⁾

Ronald J. Artinian ⁽⁴⁾		443,392	⁽⁶⁾		23,400	⁽⁵⁾		466,792	⁽⁶⁾		6.8	%
David F. McBride, Esq. ⁽⁴⁾		5,000	⁽⁷⁾		19,000	⁽⁵⁾		24,000	⁽⁷⁾		*
Robert S. Hekemian, Jr. ⁽⁴⁾⁽⁸⁾		300,148	⁽⁹⁾		23,000	⁽⁵⁾		323,148	⁽⁹⁾		4.7	%
John A. Aiello, Esq. ⁽⁴⁾⁽⁸⁾		5,000			11,400	⁽⁵⁾		16,400			*
Justin F. Meng ⁽⁴⁾		15,000	⁽¹⁰⁾		11,400	⁽⁵⁾		26,400	⁽¹⁰⁾		*
David B. Hekemian ⁽⁴⁾		405,546	⁽¹¹⁾		18,800	⁽⁵⁾		424,346	⁽¹¹⁾		6.2	%
Richard J. Aslanian ⁽⁴⁾		10,200			3,800	⁽⁵⁾		14,000			*
Allan Tubin ⁽⁸⁾		7,662			6,000	⁽⁵⁾		13,662			*
All trustees and executive officers as a group (8 persons) ^{(6)(7)(9)(10)(11)(12)}		1,089,732	⁽¹²⁾		116,800	⁽⁵⁾		1,206,532	⁽¹²⁾		17.3	%

		2020.

	(6)	Includes 52,504 Shares held in Individual Retirement Accounts for the benefit of Mr. Artinian. Also includes 4,250 Shares which are held by Mr. Artinian’s son, with respect to which Mr. Artinian disclaims beneficial ownership.

	·	the Board has considered in good faith any and all adjustments to the Purchase Agreement (including any change to the price terms hereof) and any other agreements that may be proposed by the Purchaser no later than 5:00 p.m., New York City time, on the fourth business day of such four business day period and has determined in good faith (after consultation with its outside legal counsel and financial

	·	by the Sellers, if prior to obtaining the Trust Shareholder Approval, (i) the Board determines that an Acquisition Proposal constitutes a Superior Proposal, (ii) the Trust has complied in all material respects with its obligations related to Superior Proposals under the Purchase Agreement, (iii) the Trust

	·	Share Price; Liquidity. The Board considered (i) the limited trading volume and the relatively stagnant price of the Shares over the past two years that was prevalent prior to the announcement of the Board’s determination to adopt and approve a Plan of Liquidation; (ii) the continued failure of the share price

	·	Timing of Liquidation Process. As opposed to a business combination with a relatively short time frame during which a third party would acquire the Trust, the Board considered the fact that the

Asset	Location
Residential Properties
Icon	Baltimore, MD
Pierre Towers	Hackensack, NJ


Commercial Properties
Damascus Shopping Center	Damascus, MD
Franklin Crossing	Franklin Lakes, NJ
Glen Rock	Glen Rock, NJ
Westridge Square S/C	Frederick, MD
Westwood Plaza	Westwood, NJ
Preakness S/C	Wayne, NJ
The Rotunda	Baltimore, MD

Land Leased
---	Rockaway, NJ

Vacant Land
---	Franklin Lakes, NJ
---	Wayne, NJ
---	Rockaway, NJ

Name	Amount of Cash Payable		Number of Shares to be Issued

Robert S. Hekemian, Jr.	$	265,690		19,900
David B. Hekemian		—		3,999
Allan Tubin		—		—
John A. Aiello, Esq		—		—
Ronald J. Artinian	$	838,345		34,753
David F. McBride	$	263,184		25,898
Justin F. Meng		—		15,321
Richard J. Aslanian		—		7,044

Executive Officers and Trustees	Number of Shares		Shares Underlying Vested Options or Options that will Vest		Estimated Value of total Shares (including Shares Underlying Vested Options and Options that will Vest) ⁽¹⁾
Robert S. Hekemian, Jr.		300,148		23,000	$7,861,164.72 to $9,822,673.08
David B. Hekemian		405,546		34,000	$10,698,709.44 to $13,366,753.66
Allan Tubin		7,662		6,000	$239,593.68 to $322,522.02
John A. Aiello, Esq.		5,000		19,000	$216,360.00 to $362,040.00
Ronald J. Artinian		443,392		27,400	$11,660,106.88 to $14,517,814.32
David F. McBride		5,000		19,000	$264,810.00 to $410,490.00
Justin F. Meng		15,000		19,000	$472,760.00 to $679,140.00
Richard J. Aslanian		10,200		19,000	$454,188.00 to $631,432.00

Trustees and Executive Officers as a Group ⁽²⁾		1,089,732		166,400	$29,246,874.48 to $36,871,595.72

Name	Age	Position(s)
Robert S. Hekemian, Jr.	60	Chief Executive Officer, President and Trustee*
Ronald J. Artinian	71	Chairman of the Board and Trustee
David F. McBride, Esq.	72	Trustee*
John A. Aiello, Esq.	70	Executive Secretary, Secretary and Trustee
Justin F. Meng	41	Trustee
David B. Hekemian	53	Trustee
Richard J. Aslanian	59	Trustee
Allan Tubin	81	Chief Financial Officer and Treasurer

Chief Executive Officer compensation (A)	$481,190
Median compensation of all employees (not including Chief Executive Officer) (B)	$39,888
Ratio of (A) to (B)	12.06

Name and Principal Position ⁽¹⁾	Year		Salary ($)⁽²⁾			Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)			Total ($)
Robert S. Hekemian,		2019	$	—		$	—	$	—	$	—	$	—	$	—	$	—		$	—
Former Chairman of		2018	$	128,932	⁽⁴⁾	$	—	$	—	$	—	$	—	$	—	$	235,806	⁽⁵⁾	$	364,738	⁽⁶⁾
the Board and Chief		2017	$	300,000		$	—	$	—	$	—	$	—	$	—	$	237,745	⁽⁵⁾	$	537,745	⁽⁶⁾
Executive Officer⁽³⁾

Robert S. Hekemian, Jr.,		2019	$	400,000		$	—	$	—	$	—	$	—	$	—	$	81,190	⁽⁹⁾	$	481,190
President and Chief		2018	$	171,781	⁽⁸⁾	$	—	$	—	$	—	$	—	$	—	$	63,046	⁽⁹⁾	$	234,827
Executive Officer⁽⁷⁾		2017	$	—		$	—	$	—	$	—	$	—	$	—	$	—		$	—

Allan Tubin		2019		$21,863	⁽¹¹⁾	$	—	$	—	$	—	$	—	$	—	$	—		$	21,863
Treasurer and Chief		2018	$	—		$	—	$	—	$	—	$	—	$	—	$	—		$	—
Financial Officer⁽¹⁰		2017	$	—		$	—	$	—	$	—	$	—	$	—	$	—		$	—

Donald W. Barney,		2019		$20,342	⁽¹³⁾	$	—	$	—	$	—	$	—	$	—	$	87,211	⁽¹⁴⁾	$	107,553
Former President,		2018	$	75,000		$	—	$	—	$	—	$	—	$	—	$	119,515	⁽¹⁴⁾	$	194,515
Treasurer and Chief		2017	$	75,000		$	—	$	—	$	—	$	—	$	—	$	114,378	⁽¹⁴⁾	$	189,378
Financial Officer⁽¹²⁾

John A. Aiello, Esq.,		2019	$	40,000		$	—	$	—	$	—	$	—	$	—	$	76,000	⁽¹⁵⁾	$	116,000	⁽¹⁶⁾
Executive Secretary		2018	$	35,000		$	—	$	—	$	—	$	—	$	—	$	68,000	⁽¹⁵⁾	$	103,000	⁽¹⁶⁾
and Secretary		2017	$	30,000		$	—	$	—	$	67,260	$	—	$	—	$	71,800	⁽¹⁵⁾	$	169,060	⁽¹⁶⁾

	(7)	Robert S. Hekemian, Jr. was appointed as Chief Executive Officer of the Trust effective April 5, 2018 and President of the Trust effective February 7, 2019. Mr. Hekemian did not serve as an executive officer of the Trust during the fiscal year ended October 31, 2017. Amounts

Name ⁽¹⁾	(a) ⁽²⁾ Executive Contributions in Last FY ($)		(b) ⁽²⁾ Registrant Contributions in Last FY ($)		(c) Aggregate Earnings in Last FY ($)		(d) Aggregate Withdrawals/ Distributions ($)		(e) ⁽²⁾ Aggregate Balance at Last FYE ($)
Robert S. Hekemian, Jr	$	61,000		—	$	20,190	$	—	$	605,194
Donald W. Barney⁽³⁾	$	13,938	$	—	$	73,273	$	207,908	$	1,925,614
Allan Tubin	$	—	$	—	$	—	$	—	$	—
John A. Aiello, Esq.	$	—	$	—	$	—	$	—	$	—

Participant	Aggregate Deferred Fees for FY 2019		Accrued Deferred Interest for FY 2019		Dividends Payable on Credited Share Units for FY 2019		Share Units Credited for FY 2019		Aggregate Share Units Credited
Robert S. Hekemian, Jr.	$	61,000	$	9,840	$	10,350		4,927		19,025
Donald W. Barney	$	13,938	$	57,081	$	16,192		5,363		28,008
Allan Tubin	$	—	$	—	$	—		—		—
John A. Aiello, Esq.	$	—	$	—	$	—		—		—

Plan category	Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights (a)		Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (b)		Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c)
Equity compensation plans approved by shareholders ⁽¹⁾		310,740	$	18.35		442,060
Equity compensation plans not approved by shareholders		—	$	—		—
Total		310,740	$	18.35		442,060

	OPTION AWARDS												STOCK AWARDS
Name	Number of Securities Underlying Unexercised Options ^(#) Exercisable		Number of Securities Underlying Unexercised Options ^(#) Unexercisable			Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options ^(#)		Option Exercise Price ($)			Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested ^(#)		Market Value of Shares or Units of Stock That Have Not Vested ^($)		Equity Incentive Plan Awards: Number of Unexercised Shares, Units or Other Rights That Have Not Vested ^(#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ^(#)
Robert S. Hekemian, Jr.		19,000		—			—	$	18.45	⁽²⁾		9/3/2024		—		—		—		—
		4,000		—			—	$	18.45	⁽²⁾		9/3/2024		—		—		—		—

Donald W. Barney		36,000		—			—	$	18.45	⁽²⁾		9/3/2024		—		—		—		—

Allan Tubin		6,000		—			—	$	18.45	⁽²⁾		9/3/2024		—		—		—		—

John A. Aiello, Esq.		11,400		7,600	⁽¹⁾		—	$	21.00	⁽²⁾		11/9/2026		—		—		—		—