FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY
10-Q/A, 1995-09-20
REAL ESTATE INVESTMENT TRUSTS
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20594



                                  FORM 10-Q/A



               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  [  ]
<PAGE>
                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
<PAGE>
                       FIRST REAL ESTATE INVESTMENT TRUST
                          OF NEW JERSEY AND AFFILIATE

                            COMBINED BALANCE SHEETS
                       JULY 31, 1995 AND OCTOBER 31, 1994
                                  (Unaudited)
<TABLE>
<CAPTION>
                                                             July       October
                                                           31, 1995     31, 1994
                                                           --------     --------
                                                         (In Thousands of Dollars)
<S>                                                        <C>          <C>     
                        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
                                                           ========     ========
</TABLE>
See Notes to Combined Financial Statements.
<PAGE>
         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)
<TABLE>
<CAPTION>
                                                      Nine Months                Three Months
                                                     Ended July 31,              Ended July 31,
                                                 ---------------------       ---------------------
                                                   1995          1994          1995          1994
                                                 -------       -------       -------       -------
                                                (In Thousands of Dollars, Except Per Share Amounts)
<S>                                              <C>           <C>           <C>           <C>    
                  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
                                                 =======       =======       =======       =======
</TABLE>
See Notes to Combined Financial Statements.
<PAGE>
                       FIRST REAL ESTATE INVESTMENT TRUST
                          OF NEW JERSEY AND AFFILIATE

                       COMBINED STATEMENTS OF CASH FLOWS
                    NINE MONTHS ENDED JULY 31, 1995 AND 1994
                                  (Unaudited)
<TABLE>
<CAPTION>
                                                             1995        1994
                                                           --------    --------
                                                         (In Thousands of Dollars)
<S>                                                        <C>         <C>     
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
                                                           ========    ========
</TABLE>
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.
<PAGE>
                       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:
<TABLE>
<CAPTION>
                                                        Nine            Three
                                                       Months           Months
                                                       Ended            Ended
                                                        July             July
                                                      31, 1994         31, 1994
                                                      --------         --------
<S>                                                    <C>              <C>    
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
                                                       =======          =======
</TABLE>
                    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.
<PAGE>
Note 3 - Real estate:
                    Real estate consists of the following:
<TABLE>
<CAPTION>
                                           Range
                                        of Estimated       July         October
                                        Useful Lives     31, 1995       31, 1994
                                       --------------    --------       --------
                                                        (In Thousands of Dollars)
<S>                                                      <C>            <C>     
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
                                                         ========       ========
</TABLE>

Note 4 - Mortgages payable:
                    Mortgages payable consist of the following:
<TABLE>
<CAPTION>
                                                           July         October
                                                         31, 1995       31, 1994
                                                         --------       --------
                                                       (In Thousands of Dollars)
<S>                                                      <C>            <C>     
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
                                                         ========       ========
</TABLE>
<PAGE>
(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:
<TABLE>
<CAPTION>
                       Year Ending
                         July 31,                   Amount
                       -----------                 -------
<S>                       <C>                      <C>    
                          1996                     $   643
                          1997                      18,520
                          1998                         398
                          1999                         384
                          2000                         324
</TABLE>

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.


<PAGE>
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:
<TABLE>
<CAPTION>
                           Year Ending
                             July 31,                     Amount
                           -----------                   -------
<S>                           <C>                        <C>    
                              1996                       $ 4,358
                              1997                         3,844
                              1998                         3,282
                              1999                         2,927
                              2000                         2,442
                              Thereafter                  12,614
                                                         -------
                                Total                    $29,467
                                                         =======
</TABLE>
                           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.



                                     * * *
<PAGE>
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.



<PAGE>
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.
----

<PAGE>
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.

<PAGE>
                                   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.
<PAGE>





               SALES OF UNREGISTERED SECURITIES (DEBT OR EQUITY)

                FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY



















                                    N O N E
                                    -------

<TABLE> <S> <C>
 
<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          OCT-31-1995
<PERIOD-END>                               JUL-31-1995
<CASH>                                             242
<SECURITIES>                                         0
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
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<TOTAL-ASSETS>                                  65,636
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<COMMON>                                        19,314
                                0
                                          0
<OTHER-SE>                                       1,673
<TOTAL-LIABILITY-AND-EQUITY>                    65,636
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<INCOME-TAX>                                         0
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<CHANGES>                                            0
<NET-INCOME>                                     2,085
<EPS-PRIMARY>                                     1.34
<EPS-DILUTED>                                     1.34
        

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