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):
March 31, 2020
FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY
(Exact name of registrant as specified in charter)
| New Jersey | 000-25043 | 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):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| x | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2 (b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4 (c)) |
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.
On March 9, 2020, First Real Estate Investment Trust of New Jersey (the “Trust”) filed its notice of meeting and definitive proxy statement with the Securities and Exchange Commission (the “SEC”) in connection with the special meeting in lieu of annual meeting of the Trust’s shareholders (the “Special Meeting”) that is scheduled to be held on April 21, 2020. The Special Meeting was originally to be held at the Trust’s principal office at 505 Main Street, Hackensack, New Jersey.
However, due to the significant public health concerns related to the coronavirus (COVID-19) that have arisen subsequent to the Trust’s filing of its notice of meeting and definitive proxy statement on March 9, 2020 in connection with the Special Meeting, the Trust announced on March 31, 2020 that it had determined that the Special Meeting will not be held at its principal office, or any other physical location, and will be held solely as a “virtual” meeting webcast over the Internet. Attached hereto as Exhibit 99.1 is a copy of the Trust’s press release and notice to shareholders of record as of March 3, 2020, the record date for the Special Meeting, announcing that the Special Meeting will be held solely as a “virtual” meeting, including information regarding accessing the Special Meeting.
Additional Information and Where to Find It
This current report on Form 8-K may be deemed to relate to the proposed plan of voluntary liquidation of the Trust and may be deemed to be solicitation material in respect thereof and the related sale of assets of the Trust. In connection with the proposed plan of voluntary liquidation and related sale of assets, the Trust filed a definitive proxy statement with the SEC on March 9, 2020, as well as other relevant materials. This document is not a substitute for the definitive proxy statement or for any other document that the Trust has filed or may file with the SEC or send to the Trust’s shareholders in connection with the proposed plan of voluntary liquidation of the Trust and related sale of assets. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF THE TRUST ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED PLAN OF VOLUNTARY LIQUIDATION, THE RELATED SALE OF ASSETS AND RELATED MATTERS. Investors and security holders are able to obtain free copies of the definitive proxy statement and other documents filed by the Trust with the SEC through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed by the Trust with the SEC are also be available, free of charge, on the investor relations page of the Trust’s website at www.freitnj.com. The Trust and its trustees and its executive officers may be considered participants in the solicitation of proxies from the Trust’s shareholders with respect to the proposed transaction and proposed plan of voluntary liquidation under the rules of the SEC. Information about the trustees and the executive officers of the Trust is set forth in the definitive proxy statement filed with the SEC on March 9, 2020.
Forward-Looking and Cautionary Statements
This current report on Form 8-K may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. These forward-looking statements can be identified by the use of words such as “expect,” “plan,” “will,” “estimate,” “project,” “intend,” “believe,” “guidance,” “approximately,” “anticipate,” “may,” “should,” “seek” or the negative of these words and phrases or similar words or phrases that are predictions of or indicate future events or trends and that do not relate to historical matters. You can also identify forward-looking statements by discussions of strategy, plans or intentions of management. These forward-looking statements are subject to known and unknown risks and uncertainties that you should not rely on as predictions of future events. Forward-looking statements depend on assumptions, data and/or methods which may be incorrect or imprecise and we may not be able to realize them. The following risks and uncertainties, among others, could cause actual results to differ materially from those currently anticipated due to a number of factors, which include, but are not limited to: industry and economic conditions; the Trust’s dependence upon its external manager to conduct its business and achieve its investment objectives; unknown liabilities acquired in connection with acquired properties or interests in real estate-related entities; general risks affecting the real estate industry and local real estate markets (including, without limitation, the market value of the Trust’s properties, potential illiquidity of the Trust’s real estate investments, condemnations, and potential damage from natural disasters); the financial performance of the Trust’s tenants; the impact of any financial, accounting, legal or regulatory issues or litigation that may affect the Trust and its major tenants; volatility and uncertainty in the financial markets, including potential fluctuations in the consumer price index; risks associated with the Trust’s failure to maintain status as a REIT under the Internal Revenue Code of 1986, as amended; and other additional risks discussed in the Trust’s annual report on Form 10-K for the fiscal year ended October 31, 2019, which was filed with the SEC on January 21, 2020, and the Trust’s quarterly report on Form 10-Q for the three month period ended January 31, 2020, which was filed with the SEC on March 10, 2020. The Trust expressly disclaims any responsibility to update or revise forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
| 99.1 | Press release and notice to shareholders re: Important Update for Special Meeting in Lieu of Annual Meeting of Shareholders of First Real Estate Investment Trust of New Jersey. |
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, Jr. | |
| Robert S. Hekemian, Jr. | ||
| President and Chief Executive Officer | ||
Date: March 31, 2020
EXHIBIT INDEX
IMPORTANT UPDATE FOR
SPECIAL MEETING IN LIEU OF ANNUAL MEETING
OF
SHAREHOLDERS OF FIRST REAL ESTATE INVESTMENT
TRUST OF NEW JERSEY
Change in Location of the Special Meeting in lieu of Annual Meeting of Shareholders
(As announced in the Notice of Special Meeting in Lieu of Annual Meeting of Shareholders dated March 9, 2020 accompanying the Definitive Proxy Statement, as filed with the Securities and Exchange Commission on March 9, 2020)
Meeting Date: Tuesday, April 21, 2020
Meeting Time: 7:00 p.m. (Eastern Time)
Meeting Access: www.meetingcenter.io/207363373
Due to the emerging public health impact of the coronavirus outbreak (COVID-19) and to support the health and well-being of our employees, shareholders, and our community, please note that the location of the Special Meeting in Lieu of Annual Meeting of Shareholders (the “Special Meeting”) of First Real Estate Investment Trust of New Jersey (the “Trust”) has been changed, and will be held over the Internet in a virtual meeting format only. Due to public health concerns, you will not be able to attend the Special Meeting in person.
To access the Special Meeting over the Internet, please visit the link to the virtual meeting specified next to “Meeting Access” above. Only shareholders of the Trust will be permitted to access the Special Meeting. To log in to the virtual meeting, shareholders will be required to have (1) a control number and (2) a password. The control number to be used by a shareholder to access the virtual meeting is the same control number set forth on the proxy card delivered with the Notice of Special Meeting in Lieu of Annual Meeting and other proxy materials. The password for the meeting is “FREVS20.”
Shareholders will have the opportunity to submit questions to the meeting through the virtual meeting website. The virtual meeting website will be available to shareholders in advance of the Special Meeting, so that shareholders will also have the opportunity to submit questions in advance of the meeting through the virtual meeting website.
If you were a shareholder as of the close of business on March 3, 2020, the record date for the Special Meeting, and you have your control number, you may vote during the Special Meeting by following the instructions available on the virtual meeting website during the meeting. For shareholders of record as of the record date, the control number can be found on your proxy card or notice, or email you previously received.
If you hold your shares through an intermediary, such as a bank or broker, you must register in advance to attend the Special Meeting. To register, you must submit proof of your proxy power (legal proxy) reflecting your holdings in the Trust, along with your name and email address, to Computershare Trust Company, the Trust’s transfer agent. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, on April 17, 2020. You will receive a confirmation email from Computershare Trust Company of your registration.
Requests for registration should be directed to Computershare Trust Company in either of the following manners:
By email: Forward the confirmation email from your broker, or attach an image of your legal proxy, to legalproxy@computershare.com.
By mail: Submit proof of your proxy power (legal proxy) reflecting your holdings in the Trust along with your name and email address to Computershare at the following address:
Computershare
First Real Estate Investment Trust of New Jersey Legal Proxy
P.O. Box 43001
Providence, RI 02940-3001
All shareholders are encouraged to attend the virtual meeting; however, shareholders will not need to vote on the virtual meeting platform if they have returned proxies prior to the date of the meeting.
Whether you are a shareholder of record or you hold your shares through an intermediary, if you have already submitted a proxy, your shares will be counted at the Special Meeting, and you do not need to submit another proxy or attend the Special Meeting and vote on the virtual meeting website.
If you have not yet submitted a proxy, please note that the proxy card included with the proxy materials previously distributed will not be updated to reflect the change in location and may continue to be used to vote your shares in connection with the Special Meeting.