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New Jersey
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6798
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[To be Supplied]
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(State or jurisdiction of
incorporation or organization) |
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(Primary Standard Industrial
Classification Code Number) |
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(I.R.S. Employer
Identification) |
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TITLE OF EACH CLASS OF
SECURITIES REGISTERED |
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AMOUNT TO
BE REGISTERED(1) |
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PROPOSED
MAXIMUM OFFERING PRICE PER SECURITY |
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PROPOSED
MAXIMUM AGGREGATE OFFERING PRICE(2) |
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AMOUNT OF
REGISTRATION FEE(2) |
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Common Stock, $.01 par value
|
| | | | | 6,856,651 | | | | | | $ | N/A | | | | | | $ | 18.00 | | | | | | $ | 13,465.09 | | |
| | | | By Order of the Board of Trustees, | |
| Hackensack, New Jersey | | |
John A. Aiello
Secretary |
|
| , 2021 | | | | |
| | | | | 1 | | | |
| | | | | 17 | | | |
| | | | | 32 | | | |
| | | | | 59 | | | |
| | | | | 61 | | | |
| | | | | 62 | | | |
| | | | | 62 | | | |
| | | | | 65 | | |
Name
|
| |
Age
|
| |
Position(s)
|
|
Robert S. Hekemian, Jr. | | |
61
|
| | Chief Executive Officer, President and Trustee | |
Ronald J. Artinian | | |
72
|
| | Chairman of the Board and Trustee | |
David F. McBride, Esq. | | |
73
|
| | Trustee | |
John A. Aiello, Esq. | | |
71
|
| | Executive Secretary, Secretary and Trustee* | |
Justin F. Meng | | |
42
|
| | Trustee | |
David B. Hekemian | | |
54
|
| | Trustee* | |
Richard J. Aslanian | | |
60
|
| | Trustee* | |
Allan Tubin | | |
82
|
| | Chief Financial Officer and Treasurer | |
|
Chief Executive Officer compensation (A)
|
| | | $ | 408,022 | | |
|
Median compensation of all employees (not including Chief Executive Officer) (B)
|
| | | $ | 47,286 | | |
|
Ratio of (A) to (B)
|
| | | | 8.63 | | |
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,
|
| | | | 2020 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Former Chairman of the
|
| | | | 2019 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | | | | | $ | | | ||
Board and Chief Executive
|
| | | | 2018 | | | | | $ | 128,932(4) | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 235,806(5) | | | | | $ | 364,738(6) | | |
Officer(3) | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||
Robert S. Hekemian, Jr.,
|
| | | | 2020 | | | | | $ | 350,000 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 58,022(9) | | | | | $ | 408,022 | | |
President and Chief Executive
|
| | | | 2019 | | | | | $ | 400,000 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 81,190(9) | | | | | $ | 481,190 | | |
Officer(7)
|
| | | | 2018 | | | | | $ | 171,781(8) | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 63,046(9) | | | | | $ | 234,827 | | |
Allan Tubin,
|
| | | | 2020 | | | | | $ | 25,500 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 25,500 | | |
Treasurer and Chief Financial
|
| | | | 2019 | | | | | $ | 21,863 (11) | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 21,863 | | |
Officer(10)
|
| | | | 2018 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Donald W. Barney,
|
| | | | 2020 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Former President, Treasurer
|
| | | | 2019 | | | | | $ | 20,342 (13) | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 87,211(14) | | | | | $ | 107,553 | | |
and Chief Financial
|
| | | | 2018 | | | | | $ | 75,000 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 119,515(14) | | | | | $ | 194,515 | | |
Officer(12) | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||
John A. Aiello, Esq.,
|
| | | | 2020 | | | | | $ | 34,000 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 72,750 (15) | | | | | $ | 106,750 (16) | | |
Executive Secretary and
|
| | | | 2019 | | | | | $ | 40,000 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 76,000(15) | | | | | $ | 116,000(16) | | |
Secretary
|
| | | | 2018 | | | | | $ | 35,000 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 68,000(15) | | | | | $ | 103,000(16) | | |
Name(1)
|
| |
(a)(2)
Executive Contributions in Last FY ($) |
| |
(b)(2)
Registrant Contributions in Last FY ($) |
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(c)
Aggregate Earnings in Last FY ($) |
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(d)
Aggregate Withdrawals/ Distributions ($) |
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(e)(2)
Aggregate Balance at Last FYE ($) |
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Robert S. Hekemian, Jr.
|
| | | $ | 51,250 | | | | | $ | — | | | | | $ | 6,772 | | | | | $ | — | | | | | $ | 663,216 | | |
Allan Tubin
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
John A. Aiello, Esq.
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Participant
|
| |
Aggregate
Deferred Fees for FY 2020 |
| |
Accrued
Deferred Interest for FY 2020 |
| |
Dividends
Payable on Credited Share Units for FY 2020 |
| |
Share Units
Credited for FY 2020 |
| |
Aggregate
Share Units Credited |
| |||||||||||||||
Robert S. Hekemian, Jr.
|
| | | $ | 51,250 | | | | | $ | 6,772 | | | | | $ | — | | | | | | 3,328 | | | | | | 22,353 | | |
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) |
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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 | | |
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OPTION AWARDS
|
| | | | | | | |
STOCK AWARDS
|
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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(1) | | | | | | 9/3/2024 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | 4,000 | | | | | | — | | | | | | — | | | | | $ | 18.45(1) | | | | | | 9/3/2024 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Allan Tubin
|
| | | | 6,000 | | | | | | — | | | | | | — | | | | | $ | 18.45(1) | | | | | | 9/3/2024 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
John A. Aiello, Esq.
|
| | | | 15,200 | | | | | | 3,800(2) | | | | | | — | | | | | $ | 21.00(1) | | | | | | 11/9/2026 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Name
|
| |
Deferred Fees
Earned ($) |
| |
Stock
Awards ($) |
| |
Option
Awards ($) |
| |
Non-Equity
Incentive Plan Compensation ($) |
| |
Change in Pension
Value and Nonqualified Deferred Compensation Earnings ($)(2) |
| |
All Other
Compensation ($) |
| |
Total
($) |
| |||||||||||||||||||||
Ronald J. Artinian
|
| | | $ | 136,098 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 136,098 | | |
David F. McBride
|
| | | $ | 91,233 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 91,233 | | |
Justin F. Meng
|
| | | $ | 86,500 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 150,000(3) | | | | | $ | 236,500 | | |
David B. Hekemian
|
| | | $ | 50,250 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 50,250 | | |
Richard J. Aslanian
|
| | | $ | 77,850 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 77,850 | | |
Participant
|
| |
Aggregate
Deferred Fees for FY 2020 |
| |
Accrued
Deferred Interest for FY 2020 |
| |
Dividends
Paid on Credited Share Units for FY 2020 |
| |
Share Units
Credited for FY 2020 |
| |
Aggregate
Share Units Credited |
| |||||||||||||||
Ronald J. Artinian
|
| | | $ | 89,230 | | | | | $ | 21,368 | | | | | $ | — | | | | | | 6,172 | | | | | | 39,134 | | |
David F. McBride
|
| | | $ | 84,525 | | | | | $ | 6,708 | | | | | $ | — | | | | | | 5,023 | | | | | | 29,414 | | |
Justin F. Meng
|
| | | $ | 86,500 | | | | | $ | — | | | | | $ | — | | | | | | 4,639 | | | | | | 18,436 | | |
David B. Hekemian
|
| | | $ | 50,250 | | | | | $ | — | | | | | $ | — | | | | | | 2,892 | | | | | | 6,177 | | |
Richard J. Aslanian
|
| | | $ | 77,850 | | | | | $ | — | | | | | $ | — | | | | | | 4,246 | | | | | | 9,992 | | |
Totals
|
| | | $ | 388,355 | | | | | $ | 28,076 | | | | | $ | — | | | | | | 22,972 | | | | | | 103,153 | | |
| | |
10/16
|
| |
10/17
|
| |
10/18
|
| |
10/19
|
| |
10/20
|
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First Real Estate Investment Trust
|
| | | $ | 113.34 | | | | | $ | 86.50 | | | | | $ | 88.57 | | | | | $ | 100.74 | | | | | $ | 77.82 | | |
Russell 2000
|
| | | $ | 104.11 | | | | | $ | 133.11 | | | | | $ | 135.57 | | | | | $ | 142.22 | | | | | $ | 142.03 | | |
FTSE NAREIT Equity REITs
|
| | | $ | 106.81 | | | | | $ | 112.87 | | | | | $ | 114.79 | | | | | $ | 142.00 | | | | | $ | 111.65 | | |
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)
|
| | | | 443,492(6) | | | | | | 24,400(5) | | | | | | 467,892(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 | | | | | | 15,200(5) | | | | | | 20,200 | | | | | | * | | |
Justin F. Meng(4)
|
| | | | 15,000(10) | | | | | | 15,200(5) | | | | | | 30,200(10) | | | | | | * | | |
David B. Hekemian(4)
|
| | | | 405,546 (11) | | | | | | 22,600(5) | | | | | | 428,146(11) | | | | | | 6.2% | | |
Richard J. Aslanian(4)
|
| | | | 10,200 | | | | | | 7,600(5) | | | | | | 17,800 | | | | | | * | | |
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) |
| | | | 1,089,832 (12) | | | | | | 133,000(5) | | | | | | 1,222,832(12) | | | | | | 17.8% | | |
|
ATTEST: |
| | FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY, INC., a Maryland corporation | |
|
John A. Aiello
Secretary |
| |
By:
Robert S. Hekemian, Jr.
President and Chief Executive Officer |
|
Number
|
| |
Description
|
|
2.1
|
| | | |
3.1(a)
|
| | | |
3.1(b)
|
| | Form of Articles of Amendment and Restatement of First Real Estate Investment Trust of New Jersey, Inc. (attached as Appendix A to the Proxy Statement/Prospectus) | |
3.2
|
| | Bylaws of First Real Estate Investment Trust of New Jersey, Inc. (attached as Appendix B to the Proxy Statement/Prospectus) | |
5.1
|
| | Form of Legal Opinion of Miles & Stockbridge (to be filed by amendment). | |
23.1
|
| | | |
99.1
|
| | |
|
Name
|
| |
Title
|
| |
Date
|
|
|
/s/ Robert S. Hekemian, Jr.
Robert S. Hekemian, Jr.
|
| | Chief Executive Officer, President and Director | | |
February 11, 2021
|
|
|
/s/ John A. Aiello
John A. Aiello
|
| | Executive Secretary, Secretary and Director | | |
February 11, 2021
|
|
Exhibit 2.1
AGREEMENT AND PLAN OF MERGER
This Agreement and Plan of Merger (this “Agreement”), dated as of February _, 2021, is by and between First Real Estate Investment Trust of New Jersey, a New Jersey trust (“FREIT”), and First Real Estate Investment Trust of New Jersey, Inc., a Maryland corporation and a wholly-owned subsidiary of FREIT (“FREIT Maryland”).
WITNESSETH:
WHEREAS, FREIT is a trust formed under the laws of the State of New Jersey;
WHEREAS, FREIT Maryland is a corporation formed under the laws of the State of Maryland; and
WHEREAS, the board of trustees of FREIT has approved the Merger (as hereinafter defined) in accordance with the requirements of FREIT’s Declaration of Trust and New Jersey law upon the terms and subject to the conditions of this Agreement, and directed that the Merger be submitted to the shareholders of FREIT for their approval; and
WHEREAS, the board of directors of FREIT Maryland has determined that the merger is advisable and the sole stockholder of FREIT Maryland has approved the Merger upon the terms and subject to the conditions of this Agreement; and
WHEREAS, FREIT’s Declaration of Trust and New Jersey law permit, and the Maryland General Corporation Law (“MGCL”) permits, the merger of a New Jersey trust with and into a Maryland corporation.
NOW, THEREFORE, in consideration of the premises and the agreements set forth herein, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
ARTICLE I
THE MERGER
Section 1.01. The Merger. Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the laws of the State of New Jersey and the State of Maryland, FREIT shall be merged with and into FREIT Maryland (the “Merger”). As a result of the Merger, the identity and separate existence of FREIT shall cease and FREIT Maryland shall continue as the surviving entity of the Merger (sometimes referred to herein as the “Surviving Corporation”).
Section 1.02. Effective Time. The parties shall cause the Merger to be consummated by filing articles of merger with the State Department of Assessments and Taxation of the State of Maryland (the “SDAT”), as required by, and executed in accordance with the laws of the State of Maryland. The Merger will be effective at the time (the “Effective Time”) the articles of merger are accepted for record by the SDAT, or as otherwise provided in the articles of merger.
Section 1.03. Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided under the laws of the State of New Jersey and the State of Maryland. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the rights, privileges, powers and franchises of FREIT, shall vest in the Surviving Corporation, and all debts, liabilities and duties of FREIT shall become the debts, liabilities and duties of the Surviving Corporation. At the Effective Date, the [ten (10)] shares of FREIT Maryland common stock, par value $0.01 per share (“FREIT Maryland Common Stock”), issued and outstanding in the name of FREIT shall be canceled and retired and resume the status of authorized and unissued shares of FREIT Maryland Common Stock, and no shares of FREIT Maryland Common Stock or other securities of FREIT Maryland shall be issued in respect thereof. At the Effective Time, each issued and outstanding share of FREIT Common Stock, without par value, will be treated as set forth in Article II of this Agreement.
Section 1.04. Charter and Bylaws. The charter and bylaws of FREIT Maryland in effect at the Effective Time will be the charter and bylaws of FREIT Maryland as the Surviving Corporation until further amended in accordance with their terms and the MGCL.
Section 1.05. Directors and Officers. The directors of FREIT Maryland immediately prior to the Effective Time will be the directors of the Surviving Corporation thereafter, without change, until their successors have been duly elected and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s charter and bylaws. The officers of FREIT Maryland immediately prior to the Effective Time will be the officers of the Surviving Corporation thereafter, without change, until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s charter and bylaws.
Section 1.06. Subsequent Actions. If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that any deeds, bills of sale, assignments, assurances or any other actions or things are necessary or desirable to continue in, vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties, privileges, franchises or assets of FREIT acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, the proper officers of the Surviving Corporation shall be and hereby are directed and authorized to execute and deliver, in the name and on behalf of FREIT, all such deeds, bills of sale, assignments and assurances and to take and do, in the name and on behalf of FREIT or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title and interest in, to and under such rights, properties, privileges, franchises or assets in the Surviving Corporation or otherwise to carry out this Agreement.
Section 1.07. Further Assurances. Each of FREIT and FREIT Maryland will execute or cause to be executed all documents and will take or cause to be taken all actions and do or cause to be done all things necessary, proper or advisable under the laws of the State of New Jersey and the State of Maryland to consummate and effect the Merger and further the purpose of this Agreement.
2
Section 1.08. Conditions. Consummation of the Merger and related transactions is subject to satisfaction of the following conditions prior to the Effective Time:
(a) The Merger must have been approved by the affirmative vote of a majority of the votes entitled to be cast by the shareholders of FREIT.
(b) All regulatory approvals necessary, and any consents or waivers required to be obtained from parties to contracts of any nature with FREIT or any of its subsidiaries, in connection with the consummation of the Merger must have been obtained or waived.
Section 1.09. Termination; Amendment. This Agreement may be terminated and the Merger abandoned or deferred by either FREIT or FREIT Maryland by appropriate resolution of the board of trustees of FREIT or the board of directors of FREIT Maryland at any time prior to the Effective Time notwithstanding approval of this Agreement by the shareholders of FREIT, if circumstances arise which, in the opinion of the board of trustees of FREIT or the board of directors of FREIT Maryland make the Merger inadvisable or such deferral of the time of consummation of the Merger advisable. Subject to applicable law and subject to the rights of the shareholders of FREIT to approve any amendment that would have a material adverse effect on the shareholders of FREIT, this Agreement may be amended, modified or supplemented by written agreement of the parties hereto at any time prior to the Effective Time with respect to any of the terms contained herein.
ARTICLE II
CONVERSION OF SHARES
Section 2.01. Conversion of Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of any holder thereof, each share of FREIT common stock, without par value (“FREIT Common Stock”), outstanding immediately prior, except for treasury stock, thereto shall be converted into the right to receive one fully paid and nonassessable share of FREIT Maryland Common Stock. Each share of FREIT Common stock owned by FREIT and treated as treasury stock will be cancelled and retired and no share of FREIT Maryland Common Stock or other securities of FREIT Maryland or other consideration will be issued in respect thereof.
Section 2.02. Stock Certificates. If any registered holder on the books and records of FREIT holds stock certificates representing FREIT Common Stock, such registered owner shall be entitled to retain the stock certificates representing FREIT Common Stock and such certificates shall thereafter be deemed to evidence the same number of shares of FREIT Maryland Common Stock until such time as the registered holder surrenders the applicable stock certificate to FREIT Maryland or its transfer agent for transfer of some or all of the shares evidenced thereby. When such certificates are so surrendered for transfer, FREIT Maryland shall either deliver new certificates in the name of FREIT Maryland or, if FREIT Maryland so determines and the applicable stockholder does not object, such shares shall thereafter be uncertificated.
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Section 2.03. Options, Warrants and Convertible Securities. At the Effective Time, each outstanding option, warrant and right to purchase FREIT Common Stock, including those options and rights granted under any of FREIT’s Equity Incentive Plan (the “Equity Incentive Plan”), shall be converted into and become an option, warrant or right to purchase the number of shares of FREIT Maryland Common Stock equal to the number of shares of FREIT Common Stock currently subject to the option, warrant or right, at a price per share that will be equal to the same exercise price of the option, warrant or right to purchase FREIT Common Stock, and upon the same terms and subject to the same conditions as set forth in the Equity Incentive Plan and any other plan or agreement entered into by FREIT pertaining to such options, warrants or rights. A number of shares of FREIT Maryland Common Stock shall be reserved for purposes of the options, warrants and rights described in the preceding sentence equal to the number of shares of FREIT Common Stock so reserved as of the Effective Date. As of the Effective Date, FREIT Maryland shall assume all obligations of FREIT under agreements pertaining to such options, warrants and rights, including the Equity Incentive Plan, and the outstanding options, warrants or other rights, or portions thereof, granted pursuant thereto.
ARTICLE III
GOVERNING LAW
This Agreement shall be construed in accordance with and governed by the laws of the State of Maryland, without giving effect to principles of conflicts of laws.
IN WITNESS WHEREOF, each of FREIT and FREIT Maryland has caused this Agreement to be duly executed under seal, all as of the date first above written.
FIRST REAL ESTATE INVESTMENT TRUST | ||
OF NEW JERSEY, a New Jersey trust | ||
By: | ||
Robert S. Hekemian, Jr. | ||
President and Chief Executive Officer | ||
FIRST REAL ESTATE INVESTMENT TRUST | ||
OF NEW JERSEY, a New Jersey trust | ||
By: | ||
Robert S. Hekemian, Jr. | ||
President and Chief Executive Officer | ||
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Exhibit 3.1(a)
FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY, INC.
ARTICLES OF INCORPORATION
THIS IS TO CERTIFY THAT:
FIRST: The undersigned, J.W. Thompson Webb, whose address is c/o Miles & Stockbridge P.C., 100 Light Street, Baltimore, Maryland 21202, being at least 18 years of age, does hereby form a corporation under the general laws of the State of Maryland.
SECOND: The name of the corporation (which is hereinafter called the “Corporation”) is:
First Real Estate Investment Trust of New Jersey, Inc.
THIRD: The Corporation is formed to engage in any lawful act or activity for which corporations may be organized under the general laws of the State of Maryland as now or hereafter in force.
FOURTH: The address of the principal office of the Corporation in this State is c/o The Corporation Trust Incorporated, 2405 York Road, Suite 201, Lutherville, Maryland 21093-2264.
FIFTH: The name and address of the resident agent of the Corporation are The Corporation Trust Incorporated, 2405 York Road, Suite 201, Lutherville, Maryland 21093-2264. The resident agent is a Maryland corporation.
SIXTH: The Corporation has authority to issue 25,000,000 shares of stock, consisting of 20,000,000 shares of common stock, par value $0.01 per share (“Common Stock”), and 5,000,000 shares of preferred stock, par value $0.01 per share (the “Preferred Stock”). The aggregate par value of all authorized shares of stock having par value is $200,000. The board of directors of the Corporation may classify or reclassify any unissued shares of Common Stock or Preferred Stock from time to time in one or more classes or series of stock. If shares of one class of stock are classified or reclassified into shares of another class of stock pursuant to this Article SIXTH, the number of authorized shares of the former class shall be automatically decreased and the number of shares of the latter class shall be automatically increased, in each case by the number of shares so classified or reclassified, so that the aggregate number of shares of stock of all classes that the Corporation has authority to issue shall not be more than the total number of shares of stock set forth in the first sentence of this paragraph. The board of directors, with the approval of a majority of the entire board of directors and without any action by the stockholders of the Corporation, may amend the charter of the Corporation from time to time to increase or decrease the aggregate number of shares of stock or the number of shares of stock of any class or series that the Corporation has authority to issue. The rights of all stockholders and the terms of all stock are subject to the provisions of the charter and the bylaws of the Corporation.
SEVENTH: The business and affairs of the Corporation shall be managed under the direction of the board of directors. The number of directors of the Corporation is two, which number may be increased or decreased by the board of directors pursuant to the bylaws, but shall never be less than the minimum number required by the Maryland General Corporation Law (the “MGCL”). The names of the directors who shall serve until the first annual meeting of stockholders and until their successors are duly elected and qualify are Robert S. Hekemian, Jr. and John A. Aiello.
The board of directors from time to time may increase or decrease the number of directors and may fill any vacancy, whether resulting from an increase in the number of directors or otherwise, on the board of directors in the manner provided in the bylaws.
EIGHTH: (a) The Corporation reserves the right to make any amendment of the charter, now or hereafter authorized by law, including any amendment which alters the contract rights, as expressly set forth in the charter, of any shares of outstanding stock.
(b) The board of directors may authorize the issuance from time to time of shares of stock of the Corporation of any class or series, whether now or hereafter authorized, or securities or rights convertible into shares of its stock of any class or series, whether now or hereafter authorized, for such consideration as the board of directors may deem advisable (or without consideration in the case of a stock split or stock dividend), subject to such restrictions or limitations, if any, as may be set forth in the MGCL, the charter or the bylaws.
(c) Notwithstanding any provision of law permitting or requiring any action to be taken or approved by the affirmative vote of the holders of shares entitled to cast a greater number of votes, any such action shall be effective and valid if taken or approved by the affirmative vote of holders of shares entitled to cast a majority of all the votes entitled to be cast on the matter.
(d) The Corporation shall have the power, to the maximum extent permitted by Maryland law in effect from time to time, to obligate itself to indemnify, and to pay or reimburse reasonable expenses in advance of final disposition of a proceeding to, (i) any individual who is a present or former director or officer of the Corporation or (ii) any individual who, while a director or officer of the Corporation and at the request of the Corporation, serves or has served as a director, officer, partner, manager, managing member or trustee of another corporation, real estate investment trust, partnership, limited liability company, joint venture, trust, employee benefit plan or any other enterprise from and against any claim or liability to which such person may become subject or which such person may incur by reason of his or her service in such capacity. The Corporation shall have the power, with the approval of the board of directors, to provide such indemnification and advancement of expenses to a person who served a predecessor of the Corporation in any of the capacities described in (i) or (ii) above and to any employee or agent of the Corporation or a predecessor of the Corporation.
NINTH: Except as may be provided by a contract approved by the board of directors, no stockholder of the Corporation shall, as such holder, have any preemptive right to purchase or subscribe for any additional shares of stock of the Corporation or any other security of the Corporation which it may issue or sell. No stockholder shall be entitled to exercise any rights of an objecting stockholder provided for under Title 3, Subtitle 2 of the MGCL or any successor statute unless the board of directors, upon the affirmative vote of a majority of the board of directors, shall determine that such rights apply, with respect to all or any classes or series of stock, to one or more transactions occurring after the date of such determination in connection with which stockholders would otherwise be entitled to exercise such rights.
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TENTH: To the maximum extent that Maryland law in effect from time to time permits limitation of the liability of directors and officers of a corporation, no present or former director or officer of the Corporation shall be liable to the Corporation or its stockholders for money damages. Neither the amendment nor repeal of this Article TENTH, nor the adoption or amendment of any other provision of the charter or bylaws inconsistent with this Article TENTH, shall apply to or affect in any respect the applicability of the preceding sentence with respect to any act or failure to act which occurred prior to such amendment, repeal or adoption.
IN WITNESS WHEREOF, I have signed these Articles of Incorporation and acknowledge the same to be my act as of the 10th day of February, 2021.
/s/ J. W. Thompson Webb | |
Incorporator |
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Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement of First Real Estate Investment Trust of New Jersey, Inc. on Form S-4 to be filed on or about February 11, 2021 of our report dated January 29, 2021, on our audits of the consolidated financial statements and financial statement schedule of First Real Estate Investment Trust of New Jersey as of October 31, 2020 and 2019 and for each of the years in the three-year period ended October 31, 2020, which report was included in the Annual Report on Form 10-K of First Real Estate Investment Trust of New Jersey filed January 29, 2021. We also consent to the reference to our firm under the caption “Experts” in this Registration Statement.
/s/ EisnerAmper LLP
EISNERAMPER LLP
Iselin, New Jersey
February 11, 2021
Exhibit 99.1
PROXY CARD
FOR THE ANNUAL MEETING OF HOLDERS OF SHARES OF BENEFICIAL INTEREST OF
FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The signatory hereto hereby appoints Robert S. Hekemian, Jr. and John A. Aiello (together, the “Proxies”), and each of them independently, with full power of substitution as proxies to vote all of the shares of beneficial interest that the undersigned is entitled to vote (the “Shares”) at the annual meeting of holders of beneficial interest of First Real Estate Investment Trust of New Jersey (the “Trust”) to be held exclusively online at [__________] on May 6, 2021 at 7:00 p.m., Eastern Time, and at any adjournments and/or postponements thereof. Such Shares shall be voted as indicated with respect to the proposals listed on the reverse side hereof and in the Proxies’ discretion on such other matters as may properly come before the annual meeting or any adjournment or postponement thereof.
The signatory hereto acknowledges receipt of the enclosed proxy statement and revokes all prior proxies for said meeting.
THE SHARES REPRESENTED BY THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED HOLDER. IF NO SPECIFIC DIRECTION IS GIVEN AS TO THE PROPOSALS LISTED BELOW AND ON THE REVERSE SIDE, THIS PROXY WILL BE VOTED “FOR” PROPOSALS 1, 2, 3 AND 4. PLEASE MARK, SIGN, AND DATE AND RETURN THE PROXY CARD PROMPTLY.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR ALL THE NOMINEES LISTED
AND FOR PROPOSALS 1, 2, 3, and 4.
x PLEASE MARK VOTES AS IN THIS EXAMPLE
1) | The Reincorporation Proposal. To approve the reincorporation of FREIT as a Maryland corporation by the merger of FREIT into a newly formed wholly owned subsidiary incorporated in Maryland. |
For ¨ | Against ¨ | Abstain ¨ |
2) | The Trustee Election Proposal. To elect David B. Hekemian, John A. Aiello, Esq. and Ronald J. Aslanian as trustees to serve on the Board of Trustees of the Trust for terms of three years each, or until their successors have been elected and qualify or, if earlier, the Trust has been dissolved and terminated: |
David B. Hekemian | For ¨ | Withhold ¨ |
John A. Aiello, Esq. | For ¨ | Withhold ¨ |
Ronald J. Aslanian | For ¨ | Withhold ¨ |
3) | The Auditor Appointment Proposal. To ratify the appointment by the Audit Committee of the Board of Trustees of the Trust of EisnerAmper LLP as the independent registered public accountants of the Trust to audit and report upon the Trust’s consolidated financial statements for the fiscal year ending October 31, 2021. |
For ¨ | Against ¨ | Abstain ¨ |
4) | The Adjournment Proposal. To approve the adjournment of the annual meeting, if necessary, to solicit additional votes to approve the Reincorporation Proposal. |
For ¨ | Against ¨ | Abstain ¨ |
IMPORTANT: Please sign exactly as your name appears. When signing as attorney, executor, administrator, trustee or guardian, please set forth your full title. If signer is a corporation, please sign the full corporate name by a duly authorized officer. Joint owners should each sign.
Shareholder sign above | |
Co-holder (if any) sign above |
Please be sure to sign and date this Proxy in the box below
Date:_________________, 2021
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