Current Report Filing (8-k)
February 07 2022 - 8:53AM
Edgar (US Regulatory)
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2022-02-04
2022-02-04
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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):
February
4, 2022
FIRST REAL
ESTATE INVESTMENT TRUST OF NEW JERSEY, INC.
(Exact name of registrant as specified
in charter)
Maryland
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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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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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Common Stock, par value $0.01 per share
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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. ☐
2
Section 8.01 – Other Events
First Real Estate Investment Trust of New Jersey,
Inc. (“FREIT Maryland”) disclosed in previous reports filed under the Securities Exchange Act of 1934, as amended (the ”Exchange
Act”) that it is a party to legal proceedings related to a Purchase and Sale Agreement (the “contract”) that FREIT Maryland
and several of its affiliates (collectively, the “Sellers”) entered into with Sinatra Properties, LLC (the “Plaintiff”
or the “Purchaser”), which provided for the sale by the Sellers to the Purchaser of 100% of the Sellers’ ownership interest
in six real properties held by the Sellers. The complaint (“Complaint”) was filed by the Plaintiff on May 6, 2020. The FREIT
Maryland Annual Report on Form 10-K for the fiscal year ended October 31, 2021 filed on January 28, 2022 is the most recent report filed
under the Exchange Act with respect to these legal proceedings.
Each of the Sellers and the Purchaser filed motions
for summary judgment (“Summary Judgment Motions”) with the Court in which the litigation is pending seeking, among other
things, the dismissal of the other parties’ claims.
On February 4, 2022, the Court entered an Order (the
“Order”) with respect to the Summary Judgment Motions which provides as follows:
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1.
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The Court finds that the Plaintiff’s have breached the subject contract and the Court dismisses all
claims for relief filed by the Plaintiffs in this suit. The Court dismissed the Complaint and dismisses the Lis Pendens.
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2.
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The Court finds that the liquidated damage provision of the contract is not enforceable and the Court Orders
that the $15 million held in escrow be returned to the Plaintiff.
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3.
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The Court dismisses the Counterclaims and Third Party Complaint. All pleadings are dismissed.
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FREIT Maryland is evaluating the Order.
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, INC.
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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: February 7, 2022
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