8-K
FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY, INC. (FREVS)
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):
June 26, 2024
FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY, INC.
(Exact name of registrant as specified in charter)
| Maryland | 000-25043 | 22-1697095 |
|---|---|---|
| (State or other<br> jurisdiction of incorporation) | (Commission<br><br>File Number) | (IRS Employer<br><br>Identification No.) |
| 505 Main Street, Suite 400, 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<br>Act (17 CFR 230.425) |
|---|---|
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange<br>Act (17 CFR 240.14a-12) |
| --- | --- |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2 (b) under<br>the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4 (c) under<br>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 |
|---|---|---|
| Common stock, par value $0.01 per share | FREVS | OTC Pink Market |
| Preferred Stock Purchase Rights(1) | ||
| (1) | Registered<br> pursuant to Section 12 (b) of the Act pursuant to a form 8-A filed by the registrant on August 3, 2023. Until the Distribution Date (as defined in the registrant’s Stockholder Rights Agreement dated July 31, 2023) the Preferred Stock Purchase Rights will be transferred with<br> and only with the shares of the registrant’s Common Stock to which the Preferred Stock<br> Purchase Rights are attached. | |
| --- | --- |
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.
The registrant has issued a Press Release regarding the settlement of litigation with Sinatra Properties, LLC and Kushner Companies, LLC. The Press Release is included as Exhibit 99.1 to this Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1 Registrant’s Press Release dated June 26, 2024.
The statements in this report, which relate to future earnings or performance, are forward-looking. Actual results may differ materially and be adversely affected by such factors as market and economic conditions, longer than anticipated lease-up periods or the inability of certain tenants to pay rents. Additional information about these factors is contained in the Company’s filings with the SEC including the Company’s most recent filed reports on Form 10-K and Form 10-Q.
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<br><br>TRUST OF NEW JERSEY, INC. | |
|---|---|
| (Registrant) | |
| By: | /s/ Robert S. Hekemian, Jr. |
| Robert S. Hekemian, Jr. | |
| President and Chief Executive Officer |
Date: June 27, 2024
EXHIBIT INDEX
| Exhibit | |
|---|---|
| Number | Description |
| 99.1 | Press Release – Settlement of Litigation with Sinatra Properties, LLC and Kushner Companies, LLC |
Exhibit 99.1
FREIT Announces Settlement of Litigation with
Sinatra Properties, LLC and Kushner Companies, LLC
HACKENSACK,NJ, June 26, 2024 – First Real Estate Investment Trust of New Jersey, Inc. (“FREIT”) is pleased to announce today that a settlement has been reached between FREIT and certain of its affiliates and Sinatra Properties, LLC and Kushner Companies, LLC, (the “Kushner Parties”) regarding previously reported ongoing litigation. The litigation involved a dispute between the parties related to a purchase and sale agreement entered into on January 14, 2020 (the “Purchase and Sale Agreement”).
The Settlement Agreement between the parties to the litigation provides for the payment of a total of $16.9 million by the Kushner Parties to FREIT and its affiliates, consisting of the release to FREIT and its affiliates of the $15.0 million deposit made by Sinatra Properties, LLC under the Purchase and Sale Agreement and an additional payment of $1.9 million by the Kushner Parties on or before July 26, 2024. The $15.0 million deposit has been received by FREIT and its affiliates.
The Settlement Agreement provides for customary mutual releases, dismissal of the litigation with prejudice and the discharge of lis pendens that had been filed by Sinatra Properties, LLC against the properties that were subject to the Purchase and Sale Agreement. While the settlement does not constitute an admission of liability by any of the parties for any of the claims asserted in the litigation, it does conclude a multi-year dispute between the parties.
The statements in this report, which relateto future earnings or performance, are forward-looking. Actual results may differ materially and be adversely affected by such factorsas market and economic conditions, longer than anticipated lease-up periods or the inability of certain tenants to pay rents. Additionalinformation about these factors is contained in the Company’s filings with the SEC including the Company’s most recent filedreports on Form 10-K and Form 10-Q.
First Real Estate Investment Trust of NewJersey, Inc. is a publicly traded (over-the-counter – symbol FREVS) REIT organized in 1961. Its portfolio of residentialand commercial properties are located in New Jersey and New York, with the largest concentration in northern New Jersey.
For additional information, contact InvestorRelations at (201) 488-6400
Visit us on the web: www.freitnj.com