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) July 19, 2005
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First Real Estate Investment Trust of New Jersey
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(Exact name of registrant as specified in its charter)
New Jersey 2-27018 22-1697095
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(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
505 Main Street, Hackensack, NJ 07601
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(Address of principal executive offices) (Zip Code)
(201) 488-6400
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(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligations 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)
[_] Soliciting material pursuant to rule 14a-12 under the Exchange Act (17 CFR
240.14.a-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))
Section 1 - Registrant's Business Operations
Item 1.01 Entry into a Material Definitive Agreement.
First Real Estate Investment Trust of New Jersey ("FREIT") announced that, on
July 19, 2005 its 60% owned affiliate, Grande Rotunda, LLC, completed the
acquisition of The Rotunda, a mixed-use property in Baltimore, Maryland (See
Form 8-K filed on April 7, 2005). The Rotunda is on approximately 11.5 acres and
is in close proximity to John Hopkins University. Its current configuration
contains about 119,000 sq. ft. of office space, primarily in the four-story main
building, and 97,000 sq. ft. of retail space on the lower level of the main
building. A Giant Supermarket anchors the retail space.
FREIT is planning a modernization and expansion of the retail space, as well as
the development of residential apartments. The contract price for the
acquisition was approximately $29.5 million (exclusive of transaction costs),
which was financed in part from an acquisition loan in the amount of $22.5
million, and the balance in cash. FREIT contributed 60% of the cash required,
with the balance contributed by its joint venture partner, Rotunda 100, LLC,
whose equity investors are principally employees of Hekemian & Co., Inc.
("Hekemian"). Hekemian is the managing agent for FREIT's other properties. In
order to incentivize the employees of Hekemian to identify and provide real
estate investment opportunities for FREIT, FREIT has agreed to advance, only to
the employees of Hekemian, up to 50% of the amount of the equity capital
required to be contributed by them to Rotunda 100, LLC, for this transaction.
FREIT will advance up to $1.7 million to the Hekemian employees (certain of whom
are members of the family of FREIT's Chairman of the Board), and these loans
will bear a floating rate of interest payable quarterly and will be secured by
the Hekemians employees' membership equity interest in Rotunda 100, LLC.
Disclosure Concerning Forward-Looking Statements
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Certain Statements in this Form 8-K may contain information that is, or
anticipate certain events that are, forward-looking within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. The Registrant cautions readers
that forward-looking statements, including, without limitation, those relating
to the Registrant's liquidity and capital resources, are subject to certain
risks and uncertainties. Actual results may differ materially from those
described in the forward-looking statements and will be affected by a variety of
risks and factors, including without limitation, the Registrant's future
financial performance; the availability of capital; general market conditions;
national and local economic conditions; particularly long-term interest rates;
the terms of federal, state and local governmental regulations that affect the
Registrant; and the competitive environment in which the Registrant operates,
including the availability of retail space and residential apartment units in
the areas where the Registrant's properties are located. In addition, the
Registrant's continued qualification as a real estate investment trust involves
the application of highly technical and complex rules of the Internal Revenue
Code. The forward-looking statements are made as of the date of this Form 8-K
and the Registrant assumes no obligation to update the forward-looking
statements or to update the reasons actual results could differ from those
projected in such forward-looking statements.
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 hereunto duly authorized.
FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY
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(Registrant)
By: /s/ Robert S. Hekemian
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Robert S. Hekemian
Chairman of the Board
July 25, 2005
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(Dated)