8-K

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 15, 2007

FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY

(Exact name of registrant as specified in charter)

New Jersey	2-27018	22-1697095
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
505 Main Street, 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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2 (b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4 (c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 15, 2007, the Board of Trustees (the “Board”) of First Real Estate Investment Trust of New Jersey (the “Trust”) elected David F. McBride and Robert S. Hekemian, Jr. to serve as members of the Board, each for a term ending at the Trust’s next annual meeting of shareholders.  As of the date of this report, there has been no determination made as to the committees of the Board to which the new Trustees may be named.  Additionally, each Trustee shall be entitled to such fees and other compensation paid to all Trustees generally by the Trust and which has been previously disclosed in the Trust’s prior filings with the Securities and Exchange Commission (“SEC”).

Mr. McBride brings with him over 30 years of diversified real estate experience to the Board.  He is currently Chairman of the Board of the Saddle River Valley Bank, a federally chartered community bank, a Partner in the law firm of Harwood Lloyd, LLC, specializing in real estate matters, and is the Chief Executive Officer of McBride Enterprises, Inc., a family owned real estate company.  Mr. McBride was also instrumental in forming the Keystone Property Trust (NYSE) and served as its Chairman of the Board until its sale to ProLogis for $1.6 billion in 2004.

Mr. Hekemian has been involved in real estate activities for over 25 years and currently serves as President of Hekemian & Co., Inc. (“Hekemian and Co.”), a diversified real estate development and management company located in Hackensack, New Jersey.  Mr. Hekemian is principally responsible for identifying real estate acquisitions and evaluating the performance of the real estate properties managed by Hekemian & Co. with a view toward maintaining or altering management and/or leasing strategies.  Mr. Hekemian also serves on the Boards of Directors of the Oritani Savings Bank, the New York Philharmonic and the Bergen Community College Foundation.  He is a Member of the Board of Governors, Hackensack University Medical Center, and a Trustee of the Hackensack University Medical Center Foundation.

Reference is made to the information which has been included in Exhibit 99.1, attached hereto, with respect to certain relationships and related party transactions.  Such information has been excerpted from the Trust’s Proxy Statement, which was filed with the SEC on February 28, 2007.  It should be noted that references therein made to the members of the immediate family of Robert S. Hekemian, father of Robert S. Hekemian, Jr., should be read to include Robert S. Hekemian, Jr.  Robert S. Hekemian is the Chairman of the Board and Chief Executive Officer of the Trust, and Hekemian & Co. serves as Managing Agent of the Trust.

Item 5.03                      Amendments to Articles of Incorporation or Bylaws, Change in Fiscal Year.

Article VII, Section 7.2 of the Trust’s Declaration of Trust provides that the Declaration of Trust may be amended by a two-thirds vote of all of the Trustees.  Effective May 15, 2007, the Board unanimously amended Article IV, Section 4.6 of the Declaration of Trust to clarify the provisions thereof authorizing the Trustees to fill vacancies on the Board to specifically provide that the Trustees may fill a vacancy resulting from the creation of a new trusteeship and the period during which any such newly elected Trustee may hold office.  The text of the amendment to the Declaration of Trust has been included in Exhibit 3.1, attached hereto.

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Section 9 – Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit Number   Description

3.1 Amendment to Declaration of Trust.

99.1 Certain Relationships and Related Party Transactions, excerpted from the Proxy Statement, filed with the SEC on February 28, 2007.

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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
	TRUST OF NEW JERSEY
	(Registrant)
	By:	/s/ Robert S. Hekemian
		Robert S. Hekemian
		Chairman of the Board
Date:  May 21, 2007

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EXHIBIT INDEX

Exhibit Number   Description

3.1 Amendment to Declaration of Trust.

99.1 Certain Relationships and Related Party Transactions, excerpted from the Proxy Statement, filed with the SEC on February 28, 2007.

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EX-3.1

EXHIBIT 3.1

The text of Article IV, Section 4.6 of the Declaration of Trust which had been previously stated as follows:

“Section 4.6  Vacancies

The resignation , removal, incompetency, disqualification or death of any or all of the Trustees shall not terminate the Trust or affect its continuity; and any vacancy caused by the resignation, removal, incompetency, disqualification or death of any Trustee or Trustees shall not void, vitiate or invalidate any act or transactions made or done by the Trustees otherwise valid and proper.  During a vacancy, the remaining Trustee or Trustees may exercise the powers of the Trustees hereunder.  Vacancies among the Trustees may be filled by a written designation signed by a majority of the remaining Trustees and lodged among the records of the Trust.  The determination of a vacancy among the Trustees by reason of resignation, incompetency, disqualification or death, when made by a majority of the remaining Trustees and stated in the instrument filling such vacancy, shall be final and conclusive for all purposes.”

was amended to read as follows:

“Section 4.6  Filling Vacancies

The resignation , removal, incompetency, disqualification or death of any or all of the Trustees shall not terminate the Trust or affect its continuity; and any vacancy caused by the resignation, removal, incompetency, disqualification or death of any Trustee or Trustees shall not void, vitiate or invalidate any act or transactions made or done by the Trustees otherwise valid and proper.  During a vacancy, the remaining Trustee or Trustees may exercise the powers of the Trustees hereunder.  Vacancies among the Trustees and newly created trusteeships resulting from an increase in the number of trustees may be filled by a written designation signed by a majority of the remaining Trustees and lodged among the records of the Trust.  A trustee so elected by the Board of Trustees shall hold office until the next succeeding annual meeting of shareholders and until his successor shall have been elected and qualified.  The determination of a vacancy among the Trustees by reason of resignation, incompetency, disqualification or death, when made by a majority of the remaining Trustees and stated in the instrument filling such vacancy, shall be final and conclusive for all purposes.”

EX-99.1

EXHIBIT 99.1

Certain Relationships and Related Party Transactions

Robert S. Hekemian, Chairman of the Board and Chief Executive Officer of the Trust, and his sons, Robert S. Hekemian, Jr., Bryan S. Hekemian and David B. Hekemian, are the sole shareholders of Hekemian and Co.  Robert S. Hekemian holds a 0.2% interest in Hekemian & Co.  The balance of the interests in Hekemian & Co. are held by Robert S. Hekemian, Jr., Bryan Hekemian and David Hekemian.  Robert S. Hekemian is currently the Chairman of the Board of Hekemian & Co.  Each of Robert S. Hekemian’s sons and his brother-in-law are also officers of Hekemian & Co. and serve in the positions set forth opposite their names.

Robert S. Hekemian, Jr. (son) - President

Bryan S. Hekemian (son) - Vice President and Secretary

David B. Hekemian (son) - Vice President and Treasurer

Serge Krikorian (brother-in-law) - Vice President-Insurance Department

On April 10, 2002, the Trust and Hekemian & Co. entered into a new Management Agreement, effective as of November 1, 2001, replacing the Management Agreement dated December 20, 1961, as extended.  The initial term of the new Management Agreement ran from October 1, 2001 to October 31, 2003.  The term of the Management Agreement automatically renewed on October 31, 2003 for another two (2) year period through October 31, 2005 and automatically renewed on October 31, 2005 for another two (2) year period.  The Trust may terminate the Management Agreement (i) without cause upon one (1) year’s prior written notice, (ii) for cause if Hekemian & Co. has not cured an event of default within thirty (30) days of receipt of notice of termination from the Trust, or (iii) in the event of an acquisition of the Trust where the Trust ceases to effectively exist as an operating entity.  The Management Agreement provides for a termination fee in the event of a termination by the Trust without cause or following an acquisition of the Trust.

Under the Management Agreement, Hekemian & Co. serves as Managing Agent for the Trust and the Trust’s properties which the Trust owned on November 1, 2001.  The Trust may retain Hekemian & Co. or other managing agents to manage its properties acquired after November 1, 2001 and to perform various other duties such as sales, acquisitions, and development with respect to any or all of the Trust’s properties.  However, Hekemian & Co. currently manages all properties, except for the Grande Rotunda.  Hekemian & Co. is not the exclusive advisor for the Trust to locate and recommend to the Trust investments deemed suitable for the Trust, and it is not required to offer potential acquisition properties exclusively to the Trust before acquiring those properties for Hekemian & Co.’s own account or for others, including shareholders and employees of Hekemian & Co.

The Trust retained Hekemian & Co. to manage the Preakness Shopping Center which was acquired on November 1, 2002 by WaynePSC, LLC, a New Jersey limited liability company (“WaynePSC”), an affiliate of the Trust, and the Damascus Shopping Center which was acquired on July 31, 2003 by Damascus Centre, LLC, a limited liability company in which the Trust owns

a seventy percent (70%) equity interest.  In fiscal 2004, the Trust retained Hekemian & Co. to manage The Pierre Towers, an apartment complex acquired on April 15, 2004 by S And A Commercial Limited Partnership (“S&A”), a limited partnership in which the Trust owns a sixty-five percent (65%) equity interest.  In fiscal 2005, although the Trust did not retain Hekemian & Co. to manage the Rotunda, a mixed use (office/retail) property in Baltimore, Maryland, which was acquired in July 2005 by Grande Rotunda, LLC (“Grande Rotunda”), a limited liability company in which the Trust owns a sixty percent (60%) equity interest, the Trust did retain Hekemian & Co. to provide supervisory and management services.

Pursuant to the terms of the Management Agreement, the Trust pays Hekemian & Co. certain basic management fees, mortgage fees, administrative fees, other miscellaneous fees and leasing commissions as compensation for its services.  The Management Agreement includes a detailed schedule of such fees and commissions for those services which the Managing Agent may be called upon to perform.  During the fiscal year ended October 31, 2006, the Trust paid or accrued to Hekemian & Co. management fees in the approximate aggregate amount of $1,577,000, which includes the management fees described in more detail below, development and construction fees in connection with The Boulders at Rockaway, New Jersey, in the approximate aggregate amount of $532,600and leasing fees in the approximate aggregate amount of $190,000.

From time to time, the Trust engages Hekemian & Co. to provide certain additional services, such as consulting services related to development and financing activities of the Trust.  Separate fee arrangements are negotiated between the Trust and Hekemian & Co. with respect to such services.  The Trust also reimburses Hekemian & Co. for the salaries, payroll taxes, insurance costs and certain other costs of personnel employed at the Trust’s properties by Hekemian & Co. on behalf of the Trust.

The Trust’s investments in real estate may be in the form of wholly owned fee interests or, if the circumstances warrant, joint venture interests.  From time to time, in order to diversify risk, rather than acquire wholly owned fee interests in real estate, the Trust will invest in a joint venture with other parties and the joint venture will acquire the real estate.  The Trust has invested in joint ventures with employees and affiliates of Hekemian & Co. and Trustees of the Trust.  To the extent that the Trust invests in real estate requiring development and potentially more risk in order to reach its investment objectives, it may make such investments on a joint venture basis in order to diversify risk.

The Trust owns a sixty percent (60%) equity interest in and is the managing member of Grande Rotunda.  Rotunda 100, LLC, a New Jersey limited liability company owns a forty percent (40%) interest in Grande Rotunda.  Members of the immediate family of Robert S. Hekemian and other employees of Hekemian & Co. have majority managing control in Rotunda 100, LLC.  In July 2005, Grande Rotunda completed the acquisition of The Rotunda, a mixed-use (office/retail) property in Baltimore, Maryland.  The purchase price of this property was approximately $31 million (inclusive of transaction costs), which was financed in part from an acquisition loan in the amount of $22.5 million, and the balance in cash contributed by the members of Grande Rotunda in proportion to their membership interests.  As an incentive to the employees of Hekemian & Co. to identify and provide real estate investment opportunities for the Trust, the Trust agreed to advance to the employees of Hekemian & Co., who are members of Rotunda 100, LLC (including certain members of the immediate family of Robert S. Hekemian),

fifty percent (50%) of the amount of the equity capital required to be contributed by them to Rotunda 100, LLC in connection with the acquisition of Grande Rotunda.  During the fiscal year ended October 31, 2005, the Trust loaned an aggregate amount of $1.7 million to those Hekemian & Co. employees (including $1.5 million to certain members of the immediate family of Robert S. Hekemian) with respect to their equity capital contributions.  These loans bear a floating rate of interest of LIBOR (London Inter-Bank Offered Rate) plus 225 basis points adjusted quarterly and are secured by such employees’ membership interests in Rotunda 100, LLC. During the fiscal year ended October 31, 2006, accrued and unpaid interest under the notes aggregated approximately $118,000.

The Trust owns a seventy percent (70%) membership interest in Damascus Centre, LLC which is the owner of the Damascus Shopping Center in Damascus, Maryland.  During fiscal 2005, the Trust’s Board, in order to incentivize employees of Hekemian & Co., authorized an investor group, comprised principally of Hekemian employees (including certain members of the immediate family of Robert S. Hekemian) (“Hekemian Group”), to acquire a thirty percent (30%) equity interest in Damascus Centre, LLC.  The sale of equity to the Hekemian Group was completed on October 31, 2006, at a sales price of $3,224,000, of which the Trust financed approximately $1,451,000.  The Trust agreed to advance to the Hekemian Group up to fifty percent (50%) of the amount of the equity purchase price required to be paid by them (including $1.3 million to certain members of the immediate family of Robert S. Hekemian).  These advances were in the form of secured loans that bear interest that floats at 225 basis points over LIBOR, in effect from time-to-time.  During the fiscal year ended October 31, 2006, Damascus Centre, LLC paid Hekemian & Co. $55,000 in management fees, which is included in the $1,577,000 mentioned above.

The Trust owns a forty percent (40%) membership interest in Westwood Hills, LLC (“Westwood Hills”) which is the owner of a 210 unit residential apartment complex in Westwood, New Jersey.  In addition, certain Trustees (Robert S. Hekemian, Donald W. Barney, Herbert C. Klein, Esq. and Ronald J. Artinian) and members of the immediate families of certain Trustees (Robert S. Hekemian and Herbert C. Klein, Esq.) beneficially own thirty-five percent (35%) of the membership interests in Westwood Hills.  Pursuant to the terms of an operating agreement, the Trust is the Managing Member of Westwood Hills.  Hekemian & Co. currently serves as the Managing Agent for Westwood Hills.  During the fiscal year ended October 31, 2006, Westwood Hills paid Hekemian & Co. $168,000in management fees, which is included in the $1,577,000 mentioned above.

The Trust owns a forty percent (40%) equity interest in WaynePSC.  H-TPKE, LLC, a New Jersey limited liability company, acquired a sixty percent (60%) equity interest in WaynePSC.  Members of the immediate family of Robert S. Hekemian who are also officers of Hekemian & Co. and other employees of Hekemian & Co. control approximately seventy-three (73%) of the membership interests in H-TPKE, LLC.  The Trust is the Managing Member of WaynePSC.  WaynePSC owns a 323,000 +/- sq. ft. community shopping center located in Wayne, New Jersey, known as the Preakness Shopping Center.  Hekemian & Co. is the Managing Agent for the Preakness Shopping Center.  During the fiscal year ended October 31, 2006, WaynePSC paid Hekemian & Co. an annual property management fee in the approximate amount of $228,000, which is included in the $1,577,000 mentioned above, and leasing fees in the amount of $32,000.

The Trust owns a sixty-five percent (65%) equity interest in and is the managing and general partner of S&A.  The remaining thirty-five percent (35%) of equity interests in S&A are owned by members of the immediate family of Robert S. Hekemian, who are also officers of Hekemian & Co. and by other employees of Hekemian & Co. and/or affiliates of Hekemian & Co.  The Trust, in accordance with its investment policy, allowed the minority owners of S&A to make a cash contribution to S&A of approximately $1.3 million that increased their ownership interest in S&A from approximately twenty-five percent (25%) to thirty-five percent (35%).  This additional investment, which approximates market value, was made in February 2005.  On April 15, 2004, S&A purchased The Pierre Towers, a residential apartment complex located in Hackensack, New Jersey.  During the fiscal year ended October 31, 2006, Pierre Towers, LLC on behalf of S&A paid Hekemian management fees in the amount of $291,000, which is included in the $1,577,000 mentioned above.