0000914317-95-000095.txt : 19950918 0000914317-95-000095.hdr.sgml : 19950918 ACCESSION NUMBER: 0000914317-95-000095 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19950731 FILED AS OF DATE: 19950915 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY CENTRAL INDEX KEY: 0000036840 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 221697095 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 002-27018 FILM NUMBER: 95574304 BUSINESS ADDRESS: STREET 1: 505 MAIN ST STREET 2: P O BOX 667 CITY: HACKENSACK STATE: NJ ZIP: 07602 BUSINESS PHONE: 2014886400 MAIL ADDRESS: STREET 1: P O BOX 667 STREET 2: 505 MAIN STREET CITY: HACKENSACK STATE: NJ ZIP: 07602 10-Q 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20594 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarter Ended July 31, 1995 Commission File No. 2-48728 FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY ------------------------------------------------------ (exact name of registrant as specified in its charter) New Jersey 22-1697095 ------------------------------- ------------------- (State or other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 505 Main Street, P.O. Box 667, Hackensack, New Jersey 07602 -------------------------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code 201-488-6400 ------------ ----------------------------------------------------------------- Former name, former address and former fiscal year, if changed since last report. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ X ] No [ ] FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY INDEX Part I: Financial Information Item 1: Financial Statements a.) Combined Balance Sheets for July 31, 1995 and October 31, 1994; b.) Combined Statements of Income and Undistributed Earnings For Nine and Three Months Ended July 31, 1995 and 1994; c.) Combined Statements of Cash Flows for Nine Months Ended July 31, 1995 and 1994; Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations Part II: Other Information Item 5. Other Information Item 6. No Exhibits FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY AND AFFILIATE COMBINED BALANCE SHEETS JULY 31, 1995 AND OCTOBER 31, 1994 (Unaudited)
July October 31, 1995 31, 1994 -------- -------- (In Thousands of Dollars) ASSETS ------ Real estate, at cost, net of accumulated depreciation (Notes 3, 4 and 5) .................... $ 62,384 $ 63,176 Equipment, at cost, net of accumulated depreciation of $537,000 and $491,000 .............. 219 214 Cash ................................................. 242 238 Tenants' security accounts ........................... 906 867 Sundry receivables ................................... 543 325 Prepaid expenses and other assets .................... 885 601 Deferred charges, net ................................ 457 192 -------- -------- Totals ..................................... $ 65,636 $ 65,613 ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY ------------------------------------ Liabilities: Mortgages payable (Note 4) ....................... $ 33,565 $ 34,019 Note payable - bank (Note 5) ....................... 5,824 5,428 Accounts payable and accrued expenses ............ 310 344 Tenants' security deposits ....................... 1,010 964 Other liabilities .................................. 27 77 Deferred revenue ................................. 336 137 -------- -------- Total liabilities .......................... 41,072 40,969 -------- -------- Minority interest .................................... 3,577 3,496 -------- -------- Commitments and contingencies (Note 6) Shareholders' equity: Shares of beneficial interest without par value; 1,560,000 shares authorized; 1,559,788 shares issued and outstanding (Note 9) ....................................... 19,314 19,314 Undistributed earnings ........................... 1,673 1,834 -------- -------- Total shareholders' equity ................. 20,987 21,148 -------- -------- Totals .................................... $ 65,636 $ 65,613 ======== ========
See Notes to Combined Financial Statements. FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY AND AFFILIATE COMBINED STATEMENTS OF INCOME AND UNDISTRIBUTED EARNINGS NINE AND THREE MONTHS ENDED JULY 31, 1995 AND 1994 (Unaudited)
Nine Months Three Months Ended July 31, Ended July 31, --------------------- --------------------- 1995 1994 1995 1994 ------- ------- ------- ------- (In Thousands of Dollars, Except Per Share Amounts) INCOME Rental revenue: Rental income (Note 6) ................ $ 8,727 $ 7,105 $ 2,920 $ 2,596 Real estate taxes reimbursed .......... 617 460 288 151 Common area maintenance reimbursed .... 285 380 102 147 Sundry income ......................... 119 113 48 40 ------- ------- ------- ------- Totals ............................ 9,748 8,058 3,358 2,934 ------- ------- ------- ------- Rental expenses: Operating expenses .................... 2,033 1,811 609 555 Management fees (Note 7) ................ 416 345 141 123 Real estate taxes ..................... 1,132 971 376 342 Interest .............................. 2,311 1,830 773 685 Depreciation .......................... 1,140 930 388 342 ------- ------- ------- ------- Totals ............................ 7,032 5,887 2,287 2,047 ------- ------- ------- ------- Income from rental operations ............. 2,716 2,171 1,071 887 ------- ------- ------- ------- Other income (expense): Interest income ....................... 6 4 2 Interest expense ...................... (363) (203) (128) (87) General and administrative ............ (193) (134) (67) (42) ------- ------- ------- ------- Totals ............................ (550) (333) (193) (129) ------- ------- ------- ------- Income before minority interest ........... 2,166 1,838 878 758 Minority interest ......................... (81) (59) (34) (59) ------- ------- ------- ------- Net income ................................ $ 2,085 $ 1,779 $ 844 $ 699 ======= ======= ======= ======= Earnings per share (Note 8) ............... $ 1.34 $ 1.14 $ .54 $ .45 ======= ======= ======= ======= UNDISTRIBUTED EARNINGS Balance, beginning of period .............. $ 1,834 $ 1,978 $ 1,375 $ 1,530 Net income ................................ 2,085 1,779 844 699 Dividends paid ............................ (2,246) (2,028) (546) (500) ------- ------- ------- ------- Balance, end of period .................... $ 1,673 $ 1,729 $ 1,673 $ 1,729 ======= ======= ======= ======= Dividends paid per share .................. $ 1.44 $ 1.30 $ .35 $ .32 ======= ======= ======= =======
See Notes to Combined Financial Statements. FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY AND AFFILIATE COMBINED STATEMENTS OF CASH FLOWS NINE MONTHS ENDED JULY 31, 1995 AND 1994 (Unaudited)
1995 1994 -------- -------- (In Thousands of Dollars) Operating activities: Net income ......................................... $ 2,085 $ 1,779 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization .................. 1,152 986 Deferred revenue ............................... 199 62 Minority interest .............................. 81 59 Changes in operating assets and liabilities: Tenants' security accounts .................. (39) (226) Sundry receivables, prepaid expenses and other assets ................................... (502) (453) Accounts payable and accrued expenses ....... (34) (2) Tenants' security deposits .................. 46 241 Other liabilities ........................... (50) (18) -------- -------- Net cash provided by operating activities 2,938 2,428 -------- -------- Investing activities - capital expenditures ............ (353) (15,641) -------- -------- Financing activities: Dividends paid ..................................... (2,246) (2,028) Minority interest contribution ..................... 3,540 Deferred charges ..................................... (277) (59) Proceeds from note payable - bank .................... 396 2,000 Repayments of note payable - bank .................. (192) Proceeds from mortgages ............................ 9,250 Repayment of mortgages ............................. (454) (48) -------- -------- Net cash provided by (used in) financing activities ............................ (2,581) 12,463 -------- -------- Net increase (decrease) in cash ........................ 4 (750) Cash, beginning of period .............................. 238 928 -------- -------- Cash, end of period .................................... $ 242 $ 178 ======== ======== Supplemental disclosure of cash flow data: Interest paid ...................................... $ 2,674 $ 2,033 ======== ========
Supplemental schedule of noncash investing and financing activities: During the nine months ended July 31, 1994, the Affiliate financed the purchase of real estate with mortgage proceeds of $9,520,000 (see Note 2). See Notes to Combined Financial Statements. FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY AND AFFILIATE NOTES TO COMBINED FINANCIAL STATEMENTS Note 1 - Organization and significant accounting policies: Organization: First Real Estate Investment Trust of New Jersey (the "Trust") was organized November 1, 1961 as a New Jersey Business Trust. The Trust has elected to be taxed as a Real Estate Investment Trust under the provisions of Sections 856-860 of the Internal Revenue Code, as amended. Accordingly, the Trust does not pay Federal income tax on income whenever income distributed to shareholders is equal to at least 95% of real estate investment trust taxable income. Further, the Trust pays no Federal income tax on capital gains distributed to shareholders. The Trust is subject to Federal income tax on undistributed taxable income and capital gains. The Trust may make an annual election under Section 858 of the Internal Revenue Code to apply part of the regular dividends paid in each respective subsequent year as a distribution for the immediately preceding year. Basis of presentation: The combined financial information included herein as at July 31, 1995 and for the nine and three months ended July 31, 1995 and 1994 is unaudited and, in the opinion of the Trust, reflects all adjustments (which include only normal recurring accruals) necessary for a fair presentation of the combined financial position as of that date and the combined results of operations for those periods. The information in the combined balance sheet as of October 31, 1994 was derived from the Trust's audited annual report for 1994. Principles of combination: The combined financial statements include the accounts of the Trust and Westwood Hills, LLC (the "Affiliate"), which have been combined on the basis of common control. The Affiliate is a limited liability company that is 40%-owned by the Trust and managed by Hekemian & Co., Inc. ("Hekemian"), a company which manages all of the Trust's properties and in which one of the trustees of the Trust is the chairman of the board. Certain other members of the Affiliate are either trustees of the Trust or their families or officers of Hekemian. The combined financial statements include 100% of the Affiliate's assets, liabilities, operations and cash flows with the 60% interest owned by the other members of the Affiliate reflected as "minority interest." All significant intercompany accounts and transactions have been eliminated in combination. Cash: The Trust and its Affiliate maintain their cash in bank deposit accounts which, at times, may exceed Federally insured limits. The Trust considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents. At July 31, 1995 and October 31, 1994, the Trust had no cash equivalents. Depreciation: Real estate and equipment are depreciated on the straight-line method by annual charges to operations calculated to absorb costs of assets over their estimated useful lives. Revenue recognition: Income from leases is recognized on a straight-line basis regardless of when payment is due. Lease agreements between the Trust and commercial tenants generally provide for additional rentals based on such factors as percentage of tenants' sales in excess of specified volumes, increases in real estate taxes, Consumer Price Indices and common area maintenance charges. These additional rentals are generally included in income when reported to the Trust, when billed to tenants or ratably over the appropriate period. Deferred charges: Deferred charges consist of mortgage costs and leasing commissions. Deferred mortgage costs are amortized on the straight-line method by annual charges to operations over the terms of the mortgages. Deferred leasing commissions are amortized on the straight-line method over the terms of the applicable leases. Income taxes: The Affiliate, with the consent of its members, elected to be treated as a limited liability company under the applicable sections of the Internal Revenue Code. Under these sections, income or loss, in general, is allocated to the members for inclusion in their individual income tax returns. Accordingly, there is no provision for income taxes applicable to the operations of the Affiliate in the accompanying combined financial statements. Earnings per share: Earnings per share are computed based on the weighted average number of shares outstanding. The weighted average number of shares outstanding was 1,559,788 for each of the nine and three month periods ended July 31, 1995 and 1994. Note 2 - Acquisition: During May 1994, the Trust became a 40% member of the Affiliate, a newly formed limited liability company. On June 2, 1994, the Affiliate consummated the purchase of Westwood Properties, a residential apartment complex located in Westwood, New Jersey (the "Apartment Complex"). The cost of the Apartment Complex was approximately $15,419,000 of which $5,899,000 was paid in cash and $9,520,000 was financed by the proceeds of a mortgage. The acquisition was accounted for as a purchase and, accordingly, the Apartment Complex's operations have been included in the accompanying 1994 statements of income since the date of acquisition. The following unaudited proforma information (in thousands of dollars, except per share amounts) shows the results of operations for the nine and three months ended July 31, 1994 as though the Apartment Complex had been acquired at the beginning of fiscal 1994:
Nine Three Months Months Ended Ended July July 31, 1994 31, 1994 -------- -------- Rental revenue ............................... $ 9,283 $ 3,109 Rental expenses .............................. 6,769 2,173 ------- ------- Income from rental operations ................ 2,514 936 Other expenses, net .......................... (414) (140) Minority interest ............................ (262) (88) ------- ------- Net income ................................... $ 1,838 $ 708 ======= ======= Earnings per share ........................... $ 1.18 $ .45 ======= =======
In addition to combining the historical results of operations of the Apartment Complex and the Trust, the unaudited proforma results include adjustments for depreciation based on the Affiliate's purchase price, reduced interest income and increased interest expense related to cash paid and obligations incurred to complete the transaction. The unaudited proforma results of operations set forth above are based on information furnished by the Trust's management. Such proforma information is not necessarily indicative of the results that would have occurred had the acquisition been made at the beginning of fiscal 1994 or of future results of operations of the combined properties. Note 3 - Real estate: Real estate consists of the following:
Range of Estimated July October Useful Lives 31, 1995 31, 1994 -------------- -------- -------- (In Thousands of Dollars) Land .............................. $ 21,112 $ 21,112 Unimproved land ................... 2,444 2,459 Apartment buildings ............... 7-40 years 21,087 20,749 Commercial buildings .............. 25-31.5 years 58 58 Shopping centers .................. 15-50 years 26,809 26,769 Construction in progress ........................ 700 737 -------- -------- 72,210 71,884 Less accumulated de- preciation ...................... 9,826 8,708 -------- -------- Totals ........................ $ 62,384 $ 63,176 ======== ========
Note 4 - Mortgages payable: Mortgages payable consist of the following:
July October 31, 1995 31, 1994 -------- -------- (In Thousands of Dollars) State Mutual Life Assurance Company of America (A) ................................. $ 18,428 $ 18,624 Aetna Life Insurance Company (B) ................. 5,473 5,557 United Jersey Bank (C) ........................... 9,338 9,455 United Jersey Bank (D) ........................... 326 383 -------- -------- Totals ....................................... $ 33,565 $ 34,019 ======== ========
(A) Payable in monthly installments of $160,925 including interest at 9% through August 1997 at which time the outstanding balance is due. The mortgage is secured by a shopping center in Frederick, Maryland having a net book value of approximately $26,488,000. (B) Payable in monthly installments of $55,287 including interest at 10% through September 2001 at which time the outstanding balance is due. The mortgage is secured by a shopping center in Westwood, New Jersey having a net book value of approximately $12,079,000. (C) Payable in monthly principal installments of $12,989 plus interest at a variable rate through June 2000 at which time the outstanding balance is due. The mortgage is secured by the Apartment Complex in Westwood, New Jersey having a net book value of approximately $15,161,000. One of the directors of the bank is a trustee of the Trust. (D) Payable in monthly installments of $8,555 including interest at 7.625% through March 1999 at which time the outstanding balance is due. The mortgage is secured by an apartment building in Spring Lake, New Jersey having a net book value of approximately $686,000. Principal amounts (in thousands of dollars) due under the above obligations in each of the five years subsequent to July 31, 1995 are as follows:
Year Ending July 31, Amount ----------- ------- 1996 $ 643 1997 18,520 1998 398 1999 384 2000 324
Note 5 - Note payable - bank: Note payable - bank consists of borrowings under a $20,000,- 000 revolving line of credit agreement with United Jersey Bank which expires on February 10, 1997. The first $10,000,- 000 of borrowings under the line of credit bear interest at either the prime rate or the LIBOR rate plus 200 basis points. Any excess borrowings bear interest at either the prime rate plus 1/2% or the LIBOR rate plus 250 basis points. Outstanding borrowings are secured by all of the Trust's properties except the shopping centers located in Frederick, Maryland and Westwood, New Jersey and any vacant land owned by the Trust. Note 6 - Commitments and contingencies: Leases: Commercial tenants: The Trust leases commercial space having a net book value of approximately $39,593,000 at July 31, 1995 to tenants for periods of up to twenty years. Most of the leases contain clauses for reimbursement of real estate taxes, maintenance, insurance and certain other operating expenses of the properties. Minimum rental income (in thousands of dollars) to be received from noncancelable operating leases in years subsequent to July 31, 1995 are as follows:
Year Ending July 31, Amount ----------- ------- 1996 $ 4,358 1997 3,844 1998 3,282 1999 2,927 2000 2,442 Thereafter 12,614 ------- Total $29,467 =======
The above amounts assume that all leases which expire are not renewed and, accordingly, neither minimal rentals nor rentals from replacement tenants are included. Minimum future rentals do not include contingent rentals which may be received under certain leases on the basis of percentage of reported tenants' sales volume or increases in Consumer Price Indices. Contingent rentals included in income for each of the nine month periods ended July 31, 1995 and 1994 were not material. Residential tenants: Lease terms for residential tenants are usually one year or less. Environmental concerns: A landfill which is considered a superfund site is located next to a vacant parcel of land which is owned by the Trust. The New Jersey Department of Environmental Protection and Energy ("NJDEPE") had advised the Trust that it was investigating the property for contamination as a result of the migration of environmentally sensitive materials from the landfill. In August 1994, the Trust was advised that, although the soil had not been environmentally impaired and a clean-up of the property would not be required, the NJDEPE did determine that the groundwater in the area of the landfill, including below the Trust's property, is contaminated as a result of the activity at the landfill. Accordingly, the NJDEPE is currently in the process of enforcing remediation of the groundwater by the responsible parties. As the Trust is not a responsible party, management anticipates that it will bear no liability for the cost of the groundwater remediation. Note 7 - Management agreement: The properties owned by the Trust and the Affiliate are currently managed by Hekemian. The management agreement requires fees equal to a percentage of rents collected. Such fees were approximately $416,000 and $345,000 for the nine months ended July 31, 1995 and 1994, respectively and $141,000 and $123,000 for the three months ended July 31, 1995 and 1994, respectively. Note 8 - Earnings per share: Earnings per share, based on the weighted average number of shares outstanding during each period, are comprised of ordinary income. Note 9 - Shares of beneficial interest: On February 28, 1995, the Trustees approved an increase of 750,000 authorized shares of beneficial interest pursuant to a proposed dividend reinvestment plan (the "Plan"). The Plan was approved by the Securities and Exchange Commission on April 11, 1995 and the increase in the authorized number of shares will be concurrent with the commencement of the Plan which is expected to occur in the fourth quarter of fiscal 1995. * * * ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results of Operations 1.) Third Quarter 1995 versus Second Quarter 1995 The ordinary earnings per share for the Trust were $0.54 for the Third Quarter 1995 as opposed to $0.36 for the Second Quarter 1995. The results for the Third Quarter 1995 are consistent with expectations of management since the first two quarters of the fiscal year absorbed the majority of all heating costs. The mild winter in the Northeast contributed to a decrease in heating costs. In addition to lower costs, the Trust was able to secure an increase in rental income for a majority of its properties. The Trust has also decided to defer certain maintenance programs which has lower expenses for the most recent fiscal quarters. 2.) Third Quarter 1995 versus Third Quarter 1994 The ordinary earnings per share were $0.54 for the Third Quarter 1995 as compared with $0.45 for the Third Quarter 1994. The increase in earnings per share was due to several factors including the contribution to the gross revenues of the Trust's interest in Westwood Hills, LLC for a full quarter in 1995 as compared with only a portion of the quarter in 1994. In addition, the rental income for the Trust's properties have been increased to reflect market conditions. 3.) Nine Months Ending July 31, 1995 versus Nine Months Ending July 31, 1994 The ordinary income for the Trust was $1.34 per share for the first nine months of 1995 as compared with $1.14 for the same period in 1994. The increase reflects the increase in rentals achieved on a majority of the Trust's properties, moderate heating costs and a full nine month's of income from the Trust's investment in Westwood Hills, LLC. Financial Condition The Trust is currently generating sufficient cash flow to meet all of its operational requirements. The Trust does not anticipate that it will be required to borrow funds to pay any projected dividends other than on a short term basis. The Trust will, however, borrow funds under its Line of Credit or mortgage financing to raise sufficient funds for the demolishment and reconstruction of its shopping center in Franklin Lakes, New Jersey, see Part II - Other Information, Item 5 (B), which follows, for details. As previously reported, the Trust proposed Dividend Reinvestment and Stock Purchase Plan (the "Plan") was declared effective by the United States Securities and Exchange Commission in April, 1995. The Trust also reported that it was proceeding to secure all required State approvals and that the Plan would be in effect for the Third Quarter of 1995. The Trust has decided to postpone implementation of the Plan until the Second Quarter of fiscal year 1996. ---- Part II. Other Information. ITEM 5. A) Annual Meeting; Election of Board Members and Officers At the May 31, 1995, Annual Meeting of the Trust, Donald W. Barney, Ronald J. Artinian and Alan L. Aufzien were elected to succeed themselves as members of the Board of Trustees. The current officers of the Trust are: Robert S. Hekemian - Chairman Donald W. Barney - President Dr. John B. Voskian - Secretary William R. DeLorenzo, Jr. - Executive Sec. & Treasurer The current members of the Board of Trustees are: Robert S. Hekemian Donald W. Barney Dr. John B. Voskian Hon. Herbert C. Klein Nicholas A. Laganella Charles J. Dodge Ronald J. Artinian Alan L. Aufzien B) Franklin Lakes, New Jersey The Trust has secured all of the local and state approvals required to demolish the current shopping center located in Franklin Lakes, New Jersey with the exception of a Letter of Interpretation ("LOI") from the New Jersey Department of Environmental Protection ("NJDEP") concerning the delineation of wetlands and associated transition zones. The Trust anticipates receipt of the LOI with NJDEP for the outstanding wetland issues prior to November 1, 1995. The Trust anticipates that the present shopping center will be demolished prior to March 1, 1996, with a new 88,000 square foot center to be operational by January 1, 1997. A lease for approximately 42,000 square feet of space has been agreed to in principle with Grand Union which has emerged from Chapter 11 Bankruptcy proceedings. The Trust now anticipates that the shopping center will be completely closed by October 1, 1995. The Center will be demolished and construction will commence in March, 1996. From October 1, 1995 to March 1, 1996 the Trust will receive no revenue from the center. All lease payments due from Grand Union through the end of their current lease which expired by its terms on August 31, 1995, have been received. C) Westwood, New Jersey All rentals due under the Grand Union lease at the Westwood Shopping Center have been received through August, 1995. Grand Union has emerged from Chapter 11 Bankruptcy proceeding. ITEM 6. No exhibits are required. No Form 8-K was filed by the Trust. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY ----------------------------- (Registrant) Date September 15, 1995 ----------------------- /s/ William R. DeLorenzo, Jr. ----------------------------- (Signature)* William R. DeLorenzo, Jr. Executive Secretary and Treasurer --------------- *Print name and title of the signing officer under his signature. SALES OF UNREGISTERED SECURITIES (DEBT OR EQUITY) FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY N O N E -------