SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY
------------------------------------------------
(Exact name of registrant as specified in its charter)
New Jersey 22-1697095
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(State of incorporation (I.R.S. Employer
or organization) Identification No.)
505 Main Street
P.O. Box 667
Hackensack, New Jersey 07602
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(Address of principal (Zip Code)
executive offices)
If this Form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [ ]
If this Form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [X]
Securities Act registration statement file number to which this form relates:
Not Applicable
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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None None
Securities to be registered pursuant to Section 12(g) of the Act:
Shares of Beneficial Interest
-----------------------------
(Title of Class)
<PAGE>
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Shares of Beneficial Interest.
First Real Estate Investment Trust of New Jersey (the "Company") was
organized in New Jersey in 1961 as an unincorporated real estate investment
trust and has elected under the Internal Revenue Code of 1986, as amended (the
"Code"), to be treated as a real estate investment trust ("REIT"). Pursuant to
the Company's Amended and Restated Declaration of Trust, as amended (the
"Declaration of Trust"), beneficial interest in the Company shall be designated
as shares (the "Shares"), which shall be evidenced by certificates registered in
the names of the holders of the certificates. The Declaration of Trust provides
that there shall be only one (1) class of the Shares, and all Shares issued
shall have equal voting, dividend, distribution, liquidation and other rights.
Shares are issued without par value. The Shares are freely transferable except
as provided below in connection with preserving the Company's qualification as a
REIT. There are no terms of conversion, or redemption (except by the Company as
provided below in connection with preserving the Company's qualification as a
REIT), exchange, sinking fund or similar provisions, regarding the Shares. The
Declaration of Trust provides that there shall be no limit on the number of
Shares that may be issued and the Company's Board of Trustees (the "Board of
Trustees") may at any time increase the number of Shares authorized for issuance
by any amount without having to solicit and receive the approval of the holders
of Shares (the "Shareholders") for any such action. As of October 21, 1998,
1,790,000 Shares were authorized for issuance, and 1,559,788 Shares were issued
and outstanding. The Shareholders do not have preemptive rights.
The Shares are traded in the over-the-counter market through use of the
OTC Bulletin Board (R) Service (the "OTC Bulletin Board") provided by NASD, Inc.
The Company does not believe that an established United States public trading
market exists for the Shares since historically only small volumes of the Shares
are traded on a sporadic basis. The following table sets forth, for the periods
indicated, the high and low bid quotations for the Company's Shares on the OTC
Bulletin Board.
High Low
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Year Ended October 31, 1996
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First Quarter 22 22
Second Quarter 22 21-1/2
Third Quarter 21-1/2 19
Fourth Quarter 21-7/8 21-1/2
Year Ended October 31, 1997
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First Quarter 21-7/8 21-1/2
Second Quarter 22-3/4 22-1/4
Third Quarter 24-1/2 24
Fourth Quarter 25-1/8 25-1/8
<PAGE>
High Low
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Year Ending October 31, 1998
- ----------------------------
First Quarter 25-1/2 25
Second Quarter 26 25-1/2
Third Quarter 28 26
Fourth Quarter 30 27
On November 4, 1998, the only bid quotation for the Shares was $30.00
The bid quotations set forth above for the Shares reflect inter-dealer prices,
without retail mark-up, mark-down or commission and may not necessarily
represent actual transactions. The source of the bid quotations set forth above
for the Shares is Janney Montgomery Scott Inc., member of the New York Stock
Exchange and other national securities exchanges.
Each Shareholder is entitled to one (1) vote for each Share registered
in his or her name. Fractional shares are not entitled to be voted. Pursuant to
the Declaration of Trust, the Shareholders are entitled to vote only with
respect to (i) the election of members ("Trustees") to the Board of Trustees,
and (ii) any proposed amendment to the Declaration of Trust which would increase
the liability of the Shareholders. There is no cumulative voting in the election
of Trustees. Each Trustee is elected for a three (3) year term; provided, that
the terms of at least two (2) Trustees must expire each year. Any proposed
amendment to the Declaration of Trust which would increase the liability of the
Shareholders requires the unanimous written consent of the Shareholders for
approval. Otherwise, the Declaration of Trust may be amended or altered by a
two-thirds (2/3) vote of the Board of Trustees, without notice to or consent of
the Shareholders.
The Shareholders are entitled to receive such distributions as may be
declared by the Board of Trustees. Dividends may be declared from time to time
by the Board of Trustees and may be paid in cash, property or Shares. The Board
of Trustees' present policy is to distribute annually at least ninety-five
percent (95%) of the Company's taxable ordinary income as dividends to the
Shareholders in order to qualify as a REIT for Federal income tax purposes.
Distributions are made on a quarterly basis. In fiscal 1996 and fiscal 1997, the
Company paid total dividends of $1.71 and $1.90 per share, respectively, to the
Shareholders. With respect to the fiscal year ending October 31, 1998, the
Company has paid dividends of $0.40 per share in each of the first, second and
third quarters of fiscal 1998.
Pursuant to the applicable provisions of the Code, in order for the
Company to qualify as a REIT, (i) the beneficial ownership of the Company must
be held by one hundred (100) or more persons for 335 days of a twelve (12) month
taxable year, and (ii) no more than fifty percent (50%) of the value of the
Company's Shares shall be owned directly or indirectly, through the application
of certain attribution rules, by or for five (5) or fewer individuals (as
defined in the Code to include certain entities) at any time during the last
half of the Company's taxable year. Pursuant to the Declaration of Trust, the
Board of Trustees may refuse to sell Shares or to permit the transfer of Shares
to persons or entities if, in the judgment of the Board of Trustees, such sale
or transfer would endanger the qualification of the Company as a REIT. Further,
if in the good faith opinion of the Board of Trustees the ownership of the
Shares has or may become concentrated in a manner which would prevent the
Company from qualifying as a REIT, the
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<PAGE>
Board of Trustees shall have the power to call for a redemption of a number of
Shares sufficient, in the opinion of the Board of Trustees, to maintain or bring
the direct or indirect ownership of the Shares into conformity with the
requirements for qualification as a REIT. These provisions could act to defer or
prevent a change in control of the Company through an extraordinary corporate
transaction such as a merger, reorganization, tender offer or other similar
transaction.
The Declaration of Trust provides that Shareholders shall not be liable
for any calls or assessments and the Trustees shall not have the power to bind
the Shareholders personally for any obligation of the Company. The Declaration
of Trust provides that every contract entered into by the Company, and all
obligations of the Company of any nature, shall contain a provision that the
Shareholders are not personally liable thereunder or therefor. The omission of
any such provision shall not otherwise make the Shareholders liable for any
obligation of the Company. If under the laws of any jurisdiction any Shareholder
should have personal liability for a tort or contractual claim, claims for
taxes, or any other statutory liabilities, which claims or liabilities are not
satisfied by the Company, the Declaration of Trust provides that upon payment of
any such claim the Shareholder is entitled to reimbursement by the Company.
EXHIBITS.
1. Amended and Restated Declaration of Trust of First Real Estate
Investment Trust of New Jersey, dated November 7, 1983, as
amended on May 31, 1994 and on September 10, 1998.
2. Specimen Form of First Real Estate Investment Trust of New
Jersey Share Certificate.
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<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto 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
Date: November 6, 1998
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<PAGE>
FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY
REGISTRATION STATEMENT ON FORM 8-A
EXHIBIT INDEX
Exhibit
No. Exhibit
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1 Amended and Restated Declaration of Trust of First
Real Estate Investment Trust of New Jersey, dated
November 7, 1983, as amended on May 31, 1994
and on September 10, 1998.
2 Specimen Form of First Real Estate Investment Trust of
New Jersey Share Certificate.
<PAGE>
EXHIBIT 1
AMENDED AND RESTATED DECLARATION OF TRUST
OF
FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY
------------------------------------------------
This is an Amended and Restated Declaration of Trust by the First
Real Estate Investment Trust of New Jersey (the "Trust"), a real estate
investment trust formed under the laws of New Jersey. It is made as of the 7th
day of November, 1983 by the .persons currently serving as Trustees of the
Trust, ,who are Garo Artinian, Donald W. Barney, Robert S. Hekemian, John G.
Keuhnelian, Herbert C. Klein, Nicholas A Laganella, and John B. Voskian (the
"Trustees").
W I T N E S S E T H:
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This Trust is formed for the purpose of acquiring, holding, managing,
improving and dealing with property, real and personal, in any part of the
United States, its possessions and foreign countries.
The Trustees hereby declare that they will hold all property of every
type and description, which they now hold as Trustees or may hereafter acquire
as such, together with proceeds thereof, in trust, to manage, use and dispose of
the same for the benefit of holders from time to time, of certificates of shares
being issued or to be issued hereunder as hereinafter provided:
ARTICLE I
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General Description of the Trust
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l.l(a) Name
The name of the Trust is "First Real Estate Investment
Trust of New Jersey."
(b) Business
The business of the Trust shall be conducted, so far as
feasible, under that name. The name shall refer to the Trustees as Trustees and
not personally or individually. Under such name, the Trustees may conduct all
the business of the Trust, sue and be sued.
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<PAGE>
1.2 Location
477 Main Street, Hackensack, New Jersey, or such other
place as the Trustees may designate.
1.3 Nature
The Trust shall be of the type known as a business trust,
and shall not be a general or limited partnership or corporation.
(Proviso: In the event that there is a federal legislation
extending the advantages of Part II, Subchapter M of Chapter 1, of the Internal
Revenue Code of 1954, the Trustees reserve the right, in their discretion, to
convert the Trust into a corporation, taking all necessary steps for such
conversion.)
1.4 Purpose
The purpose of the Trust is to conduct its business as a
"Real Estate Investment Trust" and to qualify as such under the Act mentioned in
1.3 above; but, in their discretion, the Trustees may conduct the business in
such manner as may not so qualify, and the Trustees shall not be liable because
of failure to quality.
ARTICLE II
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Shares
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2.1 Issuance
Beneficial interest in the Trust shall be designated as
shares, evidenced by certificates of shares, in form as prescribed by the
Trustees, registered in name of shareholder, and transferable. There shall be no
limit on the number of shares that may be issued.
2.2 Only One Class of Shares
There shall be only one class of shares, with equal voting
power, and equal rights to dividends, distribution, liquidation and other
rights.
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<PAGE>
2.3 No Limit on Number of Shares; No Pre-Emptive Rights
There shall be no limit to the number of shares that may
be issued, and shares may be issued without preemptive rights, in the Trustees'
discretion.
2.4 No Shareholder Title to Property or Right to Partition
The shareholders shall have no legal title to the Trust
property, or any interest therein; nor any right to partition of such property
during the continuance of the Trust.
2.5 Shares are Personalty; Effect of Shareholder's Death
The shares issued hereunder shall be personal property
giving only the rights in this instrument and in the certificates thereof
specifically set forth. The death of a shareholder during the continuance of
this Trust shall not terminate the Trust nor give his or her legal
representatives a right to an accounting or to take any action in the courts or
otherwise against other shareholders or the Trustees or the property held
hereunder, but shall simply entitle the legal representative of the deceased
shareholder to demand and receive a new certificate of shares in place of the
certificate held by the deceased shareholder; and upon the acceptance of which
such legal representatives shall succeed to all the rights of the deceased
shareholder under this Trust.
ARTICLE III
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Meeting of Shareholders
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3.1 Annual Meeting and Special Meetings
(a) Shareholders' annual meeting shall be held at the
principal office of the Trust, or such other place as the Trustees may
designate, on any business day during the period April 1st to April 15th,
inclusive, of each year."
(b) A special meeting shall be called upon the request of a
majority of the Trustees, giving shareholders not less than ten (10) days within
notice of the time, place and purpose of the meeting.
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<PAGE>
3.2 Quorum
A majority of the shares in the Trust present in person or
by proxy shall constitute a quorum of the shareholders' meeting, annual or
special.
3.3 Voting Rights Per Share
Each shareholder shall be entitled to one vote, in person
or by proxy, for each share registered in his name. In the election of Trustees,
each shareholder shall be entitled to one vote per share for each Trustee to be
elected, but such voting shall be on a non-cumulative basis.
3.4 Matters on Which Shareholders Can Vote
The shareholders shall be entitled to vote on the
following matters and no other.
Election of Trustees.
3.5 Fixing Record Date for Voting
For the purpose of determining the shareholders who are
entitled to vote or act at any meeting or any adjournment thereof, or who are
entitled to participate in any dividend, the Trustees may fix a date not less
than ten (10) days or more than sixty (60) days prior to the date of any meeting
of shareholders or dividend payment as a record date for the determination of
shareholders entitled to vote at such meeting or any adjournment thereof or to
receive such dividend. Any shareholder who was a shareholder at the time so
fixed shall be entitled to vote at such meeting or any adjournment thereof or to
receive such dividend even though he or she has since that date disposed of his
or her shares, and no shareholder becoming such after said date shall be
entitled to vote at said meeting or any adjournment therof or to receive such
dividend.
3.6 Proxy Voting
At any meeting of the shareholders, any shareholder of
shares entitled to vote thereat may vote by proxy. Only shareholders of record
of such shares shall be entitled to vote and each full share shall be entitled
to one vote.
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<PAGE>
Fractional shares shall not be entitled to any vote. When any such share is held
jointly by several persons, any one of them may vote at any meeting in person or
by proxy in respect of such share, but if more than one of them shall be present
at such meeting in person or by proxy, and such joint owners or their proxies so
present disagree as to any vote to be cast, such vote shall not be received in
respect of such share. If the holder of any such share is a minor or a person of
unsound mind, and subject to guardianship or to the legal control of any other
person as regards the charge or management of such share, he may vote by his
guardian or such other person appointed or having such control, and such vote
may be given in person or by proxy.
3.7 Trustees' Annual Report
At each annual meeting of the shareholders, the Trustees
shall make a report upon the affairs of the Trust and upon its business and
operations, together with the statement of its financial standing as shown by
the books of account of the Trust.
3.8 Shareholders' Rights of Inspection
Shareholders shall have the right, at reasonable times
during business hours, and for proper purposes, to inspect the consolidated
balance sheet, income and earned surplus statements of the Trust and the records
of the meetings of shareholders.
3.9 Non-Liability of Shareholders
(a) Shareholders shall not be liable for calls or
assessments and shall not be personally liable in connection with the Trust
property or the affairs of the Trust and the Trustees shall not have any power
to bind the shareholders personally. Every contract or obligation of the Trust
of any nature shall contain a provision that the other party thereto shall look
solely to the assets of the Trust for satisfaction of any claim thereunder and
that the shareholders and the Trustees shall not be personally liable
thereunder. Omission of such a provision, however, shall not make them so
liable. This section shall not apply to any contract or Regulatory Agreement
entered into between the Trustees and the Federal Housing Commissioner and any
other necessary document or instrument executed in connection with the
acquisition, maintenance, or operation of any property upon which the mortgage
is insured, held, owned, or reinsured by the Federal Housing Commissioner.
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<PAGE>
(b) If under the laws of any jurisdiction any shareholder
should have personal liability for a tort claim or a contractual claim, claims
for taxes or any other statutory liabilities, which claims or liabilities are
not satisfied by the Trust, upon payment of any such claim the shareholder shall
be entitled to reimbursement by the Trust.
3.10 Trustees' Rights as to Acquisition or Disposition of
Shares
The Trustees, or any one of them, in their individual
capacity, may purchase or otherwise acquire or sell and otherwise dispose of
shares issued hereunder without restriction or liability to any person, subject
to restrictions contained in this Declaration of Trust pertaining to other
shareholders generally.
3.11 No Amendments to Trust to Increase Shareholders' Liability
No amendment to this Declaration of Trust shall be made
increasing the liability of the shareholders without the unanimous written
consent of all shareholders.
ARTICLE IV
The Trustees
4.1 Number
The number of Trustees shall be not less than 5 and not
more than 9. The Trustees herein named at the time of the execution of the Trust
shall be 7. The said number may be increased or decreased by the Trustees by a
vote of not less than a majority of the Trustees in office.
4.2 Term of Office
Except for the initial Board of Trustees, each Trustee
shall be elected for a term of 3 years and shall continue in office until
qualification of his successor elected at the annual meeting of shareholders.
The term of at least two Trustees shall expire every year.
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<PAGE>
4.3 Qualifications
The Trustees shall be individuals of full age, and no
person shall qualify as a Trustee until he shall have either,signed this
Declaration of Trust or agreed in writing to be bound in all respects by the
Declaration. No person shall be qualified to act as Trustee who has purchased or
subscribed for less than 500 shares of the Trust. In the event that a Trustee's
shareholding shall fall below 500 shares, the Secretary shall give such Trustee
10 days written notice of his apparent disqualification and during said period
of 10 days such Trustee shall have the opportunity to correct such
disqualification by acquiring the necessary amount of shares. Upon his failure
to do so within the said 10 days, he shall be disqualified and shall be relieved
of his duties and powers as such Trustee. The Trustees shall be under no
obligation to issue or to sell the necessary shares to such apparently
disqualified Trustee for the purpose of restoring or correcting his
qualification.
4.4 Bonding; Compensation
(a) No Trustee shall be required to give bond, surety, or
security to secure the performance of his duties or obligations.
(b) The Trustees shall receive such compensation, regular
or special, as they shall deem reasonable and proper, but in no event shall the
aggregate annual compensation of the Trustees exceed one-half of one percent of
the net worth of the Trust as of the commencement of the period for which such
compensation is paid.
4.5 Resignation; Removal
Any Trustee may resign his office by instrument in writing
signed by him and delivered or mailed to the President or Secretary of the
Trustees; and such resignation shall take effect immediately or at the date it
is received or any particular time specified therein. No acceptance of the
resignation shall be necessary to make it effective. Trustees may, by a vote of
not less than 2/3 of all Trustees, remove any member of the Board of Trustees
with or without cause.
4.6 Vacancies
The resignation, removal, incompetency, disqualification
or death of any or all of the Trustees shall not
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<PAGE>
terminate the Trust or affect its continuity; and any vacancy caused by the
resignation, removal, incompetency, disqualification or death of any Trustee or
Trustees shall not void, vitiate or invalidate any act or transactions made or
done by the Trustees otherwise valid and proper. During a vacancy, the remaining
Trustee or Trustees may exercise the powers of the Trustees hereunder. Vacancies
among the Trustees may be filled by a written designation signed by a majority
of the remaining Trustees and lodged among the records of the Trust. The
determination of a vacancy among the Trustees by reason of resignation,
incompetency, disqualification or death, when made by a majority of the
remaining Trustees and stated in the instrument filling such vacancy, shall be
final and conclusive for all purposes.
4.7 Successor Trustees
Title to the property of the Trust shall vest in successor
Trustees, upon written acceptance of their election or appointment, without any
further act. They shall thereupon have the same powers, duties and exemptions as
though originally named as Trustees in this Declaration. Such written acceptance
shall be filed with the records of the Trust, and a certificate signed by a
majority of the Trustees as to who are or were Trustees at any time shall be
conclusive and binding for all purposes; provided, however, that, so long as any
mortgage of any property of the Trust is insured, held, owned or reinsured by
the Federal Housing Commissioner, any such successor Trustees shall assume and
agree to be bound by the terms of the Regulatory Agreements then in force with
the Federal Housing Commissioner by an instrument in writing satisfactory to the
Federal Housing Commissioner.
4.8 Vote Required At Trustees' Meetings
The Trustees shall act as a Board. Any action of a
majority of the Trustees in office or of a majority of them present at a duly
convened meeting of the Trustees, except as greater proportion may otherwise be
required herein, shall be conclusive and binding as an action of the Trustees.
4.9 Trustees' Meetings; Quorum
Meeting of the Trustees shall be held as may be called by
the President of the Trustees or any two individual Trustees. A majority of the
Trustees shall constitute a quorum.
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<PAGE>
4.10 Officers
The Trustees shall elect one of their members as Chairman.
The Trustees shall annually elect one of their members as a President who shall
be the principal executive officer of the Trust. They shall also appoint a
Secretary and other offices and agents as deemed advisable. The Chairman, the
Secretary, the President and such other officers shall receive reasonable
compensation as such officers and compensation for special services as they in
good faith may perform.
4.11 Advisors Committee
The Trustees may appoint a Committee of Advisors, the
membership of which shall not be Trustees or officers of the Trust, but may be
shareholders or retired Trustees. The Chairman or the President may preside at
meetings of the Committee of Advisors. They shall be entitled to such
compensation as the Trustees may reasonable appropriate. Any member of the
Committee of Advisors may be removed by a majority vote of the Trustees. The
function of the Committee of Advisors is to consult with and advise Trustees as
to investments of the Trust property and as to other matters related to the
business of the Trust. The Committee of Advisors shall not have power to make
contracts, or to bind the Trust, or to incur liability for the Trust.
4.12 Seal
The Trustees may adopt a seal for the Trust.
ARTICLE V
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Powers of the Trustees
----------------------
5.1 Management of the Trust
(a) The legal title of all property belonging to the Trust
shall rest in the Trustees and they shall have absolute and exclusive control,
management and disposition thereof, and shall have absolute control and
management of the business and affairs of the Trust, free from any power or
control by the shareholders, in the same manner as if they were absolute owners
thereof, subject to terms and limitations contained in this Declaration of
Trust.
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<PAGE>
(b) The Trustees are specifically authorized to execute a
Regulatory Agreement in connection with any property upon which the mortgage is
insured, held, owned or reinsured by the Federal Housing Commissioner and the
Trust, the Trust property covered by any such mortgage, and all Trustees,
officers and shareholders and beneficiaries, so far as such agreements shall
apply to them, shall be bound thereby.
5.2 General Powers
The Trustees shall have all power necessary or convenient
for transaction of the business of the Trust.
5.3 Discretion as to Investments
No investment or reinvestment of Trust property shall be
deemed improper because of the speculative character of such investment, or
because of excessive or unusual proportion of total property so invested.
5.4 No Duty of Inquiry by Third Parties
No person, individual, association, partnership, or
corporation shall be bound to see to the application of any monies or property
paid to or delivered to the Trustee or to their authorized representative.
5.5 Enumeration of Certain Specified Powers
Without restricting or limiting the above-stated
provisions, the powers of the Trustees shall include, among other powers
incidental to their office, the powers herein enumerated under this Article,
namely:
(a) The power as principal, agent or otherwise, for such
consideration and on such terms as they deem proper, to purchase, acquire for
cash, for shares representing beneficial interest in the Trust property, for
notes, debentures, bonds or other obligations of the Trust, through exchange of
property held by the Trust, or otherwise, acquire, hold, manage, improve, lease,
for terms beyond the termination of the Trust or lesser term, rent, convey,
sell, transfer, exchange, mortgage, partition, develop and otherwise deal in
real and personal property of any kind or description, including any kind or
type of interest in such property, located in
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<PAGE>
the United States or any of its possessions or territories; to erect, construct,
alter, improve, or otherwise alter or affect any building, structure or
improvement on such properties in any part of the United States, its possessions
and territories.
(b) To enter into all sorts of contracts incidental to
their ownership, control, and operation of the Trust properties.
(c) To borrow money, unsecured or secured, on notes,
debentures, bonds, any negotiable or non-negotiable instrument; to pledge its
real or personal property for such loans; to assume judgment of mortgages on
properties purchased; to pledge the general assets of the property of the Trust
as security for debentures and other loans; to maintain short-term or long-term
loan accounts with banks and other lending institutions.
(d) To purchase shares and obligations of the Trust.
(e) To lend money on behalf of the Trust and to invest the
funds of the Trust. To create reserve funds for such purposes as they deem
advisable. To deposit funds of the Trust in banks and other depositories without
regard to whether such accounts will draw interest.
(f) To adopt and from time to time amend Trustees'
Regulations which may include but shall not be limited to provisions relating to
the time, place and notice of meetings of the Trustees and of the Beneficiaries;
record dates and other matters relating to voting and the use of proxies;
designation, appointment and compensation of representatives and agents and
their number, duties and qualifications; the form of Certificates of Beneficial
Interest and the conditions for replacing lost, mutilated or stolen
certificates; and the procedure for amendment of the Trustees' Regulations.
(g) To exercise with respect to property of the Trust,
assent, subscribe or convert, or of any other nature; to grant proxies, and to
participate in and accept securities issued under any voting trust agreement.
(h) To participate in any reorganization, readjustment,
consolidation, merger, dissolution, sale or purchase of assets, or similar
proceedings of any corporation, partnership or other organization in which the
Trust shall have an interest and in connection therewith to delegate
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<PAGE>
discretionary powers to any reorganization, protective or similar committee and
to pay assessments and other expenses in connection therewith.
(i) To engage independent contractors for the management
of the properties of the Trust, in such terms and conditions and for such
consideration as deemed advisable.
(j) The power to delegate to such one or more of the
Trustees or to such other persons as the Trustees may choose, the doing of such
things and the execution of such deeds and instruments either in the name of the
Trustees or as their agent or attorney, or otherwise, as the Trustees may deem
proper and expedient.
(k) Power to collect, sue for, receive, adjust and settle
claims for all sums of money and other property due to the Trustees.
(l) To endorse or guarantee the payment of bonds, notes or
other obligations of third parties; to make contracts of guaranty or suretyship,
or to enter into other obligations therefore; and to mortgage or pledge the real
or personal property of the Trust to secure any of the foregoing.
(m) To determine conclusively the allocation between
capital and income of the receipts, holdings, expenses and disbursements of the
Trust, regardless of the allocation which might be considered appropriate in the
absence of this provision.
(n) To determine conclusively the value from time to time
and to revalue the real estate, securities and other property of the Trust, in
accordance with such appraisals or other information as they deem satisfactory.
(o) To solicit proxies of the Beneficiaries.
(p) To adopt a fiscal year for the Trust and to amend or
change such fiscal year.
(q) To pay taxes and assessments imposed upon or
chargeable against the Trust or the Trustees by virtue of or arising out of the
existence, property, business or activities of the Trust.
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<PAGE>
(r) To organize or cause to be organized a corporation or
corporations under the laws of any jurisdiction, or any other trust, association
or other organization to take over Trust property or any part or parts thereof
or to carry on any business in which the Trust shall have any interest; and to
sell, convey and transfer Trust property or any part thereof to such
corporation, trust, association or organization in exchange for the shares,
securities or obligations thereof, and to lend money to, subscribe for the
shares or securities of any such corporation, trust, association or organization
and to enter into contracts with such corporation, trust, or organization.
(s) The power to fix the number and the price of the
shares of the Trust to be issued or to be sold and the terms and conditions for
payment of such price or consideration.
(t) The power to invest in the shares, securities and
obligations of other real estate investment trusts organized in this or in any
other jurisdiction within the United States or any of its territories or
possessions.
(u) The Trust shall not have the power to issue face
amount certificates which may bring or subject the Trust to and under the
Investment Company Act of 1940.
(v) The Trustees shall have the power to authorize the
issuance of warrants or options to purchase shares from time to time to such
persons including themselves on such terms and for such conditions as they deem
advisable, provided that the issuance of such warrants and the exercise of such
option shall not disqualify the Trust as a Real Estate Investment Trust.
(w) The Trustees shall have power to declare dividends and
make distribution from time to time from capital, from depreciation reserve,
from income or otherwise, in cash, in kind, or in shares.
ARTICLE VI
----------
Certificates for the Shares
---------------------------
6.1 No Par Value, Non-Assessable, Non-Callable
The shares issuable hereunder by the Trustees shall be of
no par value, non-assessable and non-callable.
--13--
<PAGE>
6.2 Form of Certificate
Every shareholder shall be entitled to and shall receive a
certificate in such form as the Trustees may from time to time approve, which
certificate shall specify the number of shares held by the shareholder. Such
certificates shall be in form negotiable and title thereto and to the share
represented thereby shall be transferable by delivery of such certificate
similar in all respects to shares of capital stock of business corporations,
except as set forth in 6.10.
6.3 Register of Ownership
A register shall be kept by or on behalf of the Trustees,
under the direction of the Trustees, which shall contain the names and addresses
of the shareholders and the number of shares held by them respectively and the
numbers of the certificates representing the same and a record of all transfers
thereof. Only shareholders whose certificates are so recorded shall be entitled
to vote or to receive dividends or otherwise to exercise or enjoy the rights of
shareholders. No shareholder shall be entitled to receive payment of any
dividend, nor to have notice given to him as herein provided, until he has given
his address to a Transfer Agent or such other officer or agent of the Trustees
as shall keep the said register for entry thereon.
6.4 Transfer Agents and Registrars
The Trustees shall have power to employ a transfer agent
or transfer agents and, if they so determine, a registrar or registrars. The
transfer agent or transfer agents may keep the said register and record therein
the original issues and transfers, if any, of the said shares the countersign
certificates of shares issued to the persons entitled to the same. The transfer
agents and registrars shall perform the duties usually performed by transfer
agents and registrars of certificates of stock in a corporation, except as
modified by the Trustees.
6.5 Deposit with Transfer Agent of Certificates Signed in
Blank
In accordance with the usual custom of corporations having
a transfer agent, signed certificates for shares in blank may be deposited with
any transfer agent of this Trust, to be used by the transfer agent in accordance
with authority conferred upon it as occasion may require and, in so doing, the
signers of such certificates shall not be responsible for any loss resulting
therefrom.
--14--
<PAGE>
6.6 Transfer of Shares
Shares shall be transferable on the records of the Trust
(other than by operation of law) only by the record holder thereof, or by his
agent thereunto, duly authorized in writing, upon delivery to the Trustees or a
transfer agent of this Trust of the certificate or certificates therefor,
properly endorsed or accompanied by duly executed instrument or instruments of
transfer, together with such evidence of the genuineness of each such
endorsement, execution, and authorization of other matters as may reasonably be
required, except as set forth in 6.10. Upon delivery, the transfer shall be
recorded on the register of the Trust and a new certificate for the shares so
transferred shall be issued of the transferee and, in case of a transfer of only
a part of the shares represented by any certificate, a new certificate for the
residue thereof shall be issued to the transferor. But until such record is
made, the shareholder of record shall be deemed to be the holder of such shares
for all purposes hereof and neither the Trustees nor any transfer agent or
registrar nor any officer or agent of this Trust shall be affected by any notice
of the proposed transfer.
6.7 Procedures Re Shareholder's Certificate(s) Transferred by
Operation of Law
Any person becoming entitled to any shares in consequence
of the death, bankruptcy or insolvency of any shareholder, or otherwise by
operation of law, shall be recorded as the holder of the said shares and receive
a new certificate for the same upon production of the proper evidence thereof
and delivery of the existing certificate to the Trustees or a transfer agent of
this Trust. But until such record is made, the shareholder of record shall be
deemed to be the holder of such shares for all purposes hereof and neither the
Trustees nor any transfer agent or registrar nor any officer or agent of this
Trust shall be affected by any notice of such death, bankruptcy, or insolvency.
6.8 Special Designations of Form of Ownership
The Trustees may treat two or more persons holding any
share as joint tenants of the entire interest therein unless their ownership is
expressly otherwise recorded on the register of the Trust, but no entry shall be
made in the register or in any certificate that any person is in any other
manner entitled to any future, limited or contingent interest in any share;
provided, however, that any person recorded as a holder of any share may,
subject to the provisions hereinafter contained, be described in the register or
in any certificate as a fiduciary of any kind and any customary words may be
added to the description of the holder to identify the nature of such fiduciary
relationship.
--15--
<PAGE>
6.9 Lost Certificates
In case of the loss, mutilation, or destruction of any
certificate of shares hereunder, the Trustees may issue or cause to be issued a
new certificate on such terms as they may see fit.~
6.10 Sale, Transfer, Repurchase to Preserve Qualification of
the Trust as a REIT
(a) The Trustees may refuse to sell shares or to transfer
shares to persons or to entities if in their judgment such sale or transfer may
endanger the qualification of the Trust as a Real Estate Investment Trust (a
"REIT"). The Trustees shall also refuse to issue shares upon the exercise of an
option to purchase shares when in their judgment the exercise of such option and
the issuance of shares might endanger the qualification of the Trust as a REIT.
However, in the event that the Trustees shall refuse to permit the exercise of
an option, the life of the option shall be extended until such time as the
Trustees may determine that the exercise of such option shall no longer endanger
the qualification of the Trust as a REIT.
(b) If in the good faith opinion of the Trustees ownership
of securities of the Trust has or may become concentrated to an extent which may
prevent the Trust from qualifying as a REIT, the Trustees shall also have the
power, by lot or other means deemed equitable to them, to call for redemption a
number of Trust Securities sufficient, in the opinion of the Trustees, to
maintain or bring the direct or indirect ownership thereof into conformity with
the requirements for qualification as such a REIT.
ARTICLE VII
-----------
Miscellaneous
-------------
7.1 Duration
The Trust shall have perpetual existence unless terminated
sooner as herein provided.
7.2 Amendment of Trust
The provisions of this Declaration of Trust may be amended
or altered by a two-thirds' vote of all Trustees and such amendment or
alteration shall then be acknowledged
--16--
<PAGE>
and recorded in such offices as are required for the recording of the original
Declaration of Trust.
7.3 Liability of Trustees, Officers or Agents
No Trustee, officer or agent of this Trust shall be liable
on account of his own acts, neglects, and defaults (including without limitation
the failure to compel in any way any former or acting Trustee to redress any
breach of trust) to this Trust or to any shareholder, Trustee, officer or agent
thereof except for such of his own acts, neglects, and defaults as constitute a
wilful breach of trust knowingly and intentionally committed in bad faith.
7.4 Indemnification of Trustees, Officers and Agents
(a) The Trust shall indemnify each of its Trustees,
officers, employees and agents (including any person who serves at its written
request as director, officer, partner, trustee or the like of another
organization in which it has any interest as a shareholder, creditor or
otherwise) against all liabilities and expenses, including amounts paid in
satisfaction of judgments, in compromise or as fines and penalties, and counsel
fees, reasonably incurred by him or in connection with the defense or
disposition of any action, suit or other proceeding, whether civil or criminal,
in which he may be involved or with which he may be threatened, while acting as
Trustee or as an officer, employee or agent of the Trust or the Trustees, as the
case may be, or thereafter, by reason of his being or having been such a
Trustee, officer, employee or agent, except with respect to any matter as to
which he shall have been adjudicated to have acted in bad faith or with wilful
misconduct or reckless disregard of his duties or gross negligence or not to
have acted in good faith in the reasonable belief that his action was in the
best interests of the Trust.
(b) As to any matter disposed of by a compromise payment
by such Trustee, officer, employee or agent, pursuant to a consent decree or
otherwise, no indemnification either for said payment or for any other expenses
shall be provided unless such compromise shall be approved as in the best
interests of the Trust by a majority of the disinterested Trustees or the Trust
shall have received a written opinion of independent legal counsel to the effect
that such Trustee, officer, employee or agent appears to have acted in good
faith in the reasonable belief that his action was in the best interests of the
Trust.
(c) The rights accruing to any Trustee, officer, employee
or agent under these provisions shall not exclude any other right to which he
may be lawfully entitled.
--17--
<PAGE>
(d) No Trustee, officer, employee or agent may satisfy any
right of indemnity or reimbursement granted herein or to which he may be
otherwise entitled except out of the Trust property; and no shareholder shall be
personally liable to any person with respect to any claim for indemnity or
reimbursement or otherwise.
(e) The Trustees may make advance payments in connection
with indemnification under this section, provided that the indemnified Trustee,
officer, employee or agent shall have given a written undertaking to reimburse
the Trust in the event it is subsequently determined that he is not entitled to
such indemnification.
7.5 Transactions Where Trustees Have a Personal Interest
(a) The Trust may buy or sell property or any interest
therein from and to any individual Trustee, officer of the Trust, or to any
firm, partnership or corporation in which such Trustee or officer has or may
have an interest, but only in the manner set forth in subparagraph 7.5(b).
(b) Such purchase or sale shall first be approved at a
meeting of the Trustees, and all Trustees shall be given written notice at least
7 days prior to such meeting that the approval of such contemplated purchase or
sale is among the items of business to be discussed at the meeting. No such sale
or purchase shall be made unless all of the Trustees, who are present and voting
at such meeting, shall approve such sale or purchase, and unless the number of
votes in favor of such sale or purchase shall constitute at least a majority of
the total number of Trustees. No Trustee who has any direct or indirect interest
in such sale or purchase may participate in the voting.
7.6 Prohibition on Sales or Purchase From Certain Independent
Contractors
The Trust shall not buy or sell property or any interest
therein, from or to the independent contractors, that may be retained by the
Trustees for the management of the properties or business of the Trust.
7.7 Governing Law
This Declaration of Trust is created, issued and
controlled and shall be construed under and by the laws of the State of New
Jersey.
--18--
<PAGE>
IN WITNESS WHEREOF, the undersigned have signed and sealed this
instrument as of the 7th day of November, 1983.
/s/Garo Artinian (L.S.)
--------------------------------
GARO ARTINIAN
/s/Donald W. Barney (L.S.)
--------------------------------
DONALD W. BARNEY
/s/Robert S. Hekemian (L.S.)
--------------------------------
ROBERT S. HEKEMIAN
/s/John G. Keuhnelian (L.S.)
--------------------------------
JOHN G. KEUHNELIAN
/s/Herbert C. Klein (L.S.)
--------------------------------
HERBERT C. KLEIN
/s/Nicolas A. Laganella (L.S.)
--------------------------------
NICOLAS A. LAGANELLA
/s/John B. Voskian (L.S.)
--------------------------------
JOHN B. VOSKIAN
--19--
<PAGE>
STATE OF NEW JERSEY :
: SS:
COUNTY OF BERGEN :
I CERTIFY THAT ON November 23rd, 1983, GARO ARTINIAN personally came before me
and acknowledged under oath, to my satisfaction, that this person:
(a) is named in and personally signed this document; and
(b) signed, sealed and delivered this document as his act and deed.
/s/ROBERT S. HEKEMIAN
----------------------------------------
ROBERT S. HEKEMIAN
PREPARED BY:
/s/Philip L. Chapman
- ----------------------------------
PHILIP L. CHAPMAN,
Attorney of Law at New Jersey
STATE OF NEW JERSEY :
: SS:
COUNTY OF BERGEN :
I CERTIFY THAT ON November 23rd, 1983, DONALD W. BARNEY personally came before
me and acknowledged under oath, to my satisfaction, that this person:
(a) is named in and personally signed this document; and
(b) signed, sealed and delivered this document as his act and deed.
/s/ROBERT S. HEKEMIAN
----------------------------------------
ROBERT S. HEKEMIAN
PREPARED BY:
/s/Philip L. Chapman
- ----------------------------------
PHILIP L. CHAPMAN,
Attorney of Law at New Jersey
STATE OF NEW JERSEY :
: SS:
COUNTY OF BERGEN :
I CERTIFY THAT ON November 23rd, 1983, ROBERT S. HEKEMIAN personally came before
me and acknowledged under oath, to my satisfaction, that this person:
(a) is named in and personally signed this document; and
(b) signed, sealed and delivered this document as his act and deed.
/s/SERGE KRIKORIAN
----------------------------------------
SERGE KRIKORIAN
PREPARED BY:
/s/Philip L. Chapman
- ----------------------------------
PHILIP L. CHAPMAN,
Attorney of Law at New Jersey
--20--
<PAGE>
STATE OF NEW JERSEY :
: SS:
COUNTY OF BERGEN :
I CERTIFY THAT ON November 23rd, 1983, JOHN G. KEUHNELIAN personally came before
me and acknowledged under oath, to my satisfaction, that this person:
(a) is named in and personally signed this document; and
(b) signed, sealed and delivered this document as his act and deed.
/s/ROBERT S. HEKEMIAN
----------------------------------------
ROBERT S. HEKEMIAN
PREPARED BY:
/s/Philip L. Chapman
- ----------------------------------
PHILIP L. CHAPMAN,
Attorney of Law at New Jersey
STATE OF NEW JERSEY :
: SS:
COUNTY OF BERGEN :
I CERTIFY THAT ON November 23rd, 1983, HERBERT C. KLEIN personally came before
me and acknowledged under oath, to my satisfaction, that this person:
(a) is named in and personally signed this document; and
(b) signed, sealed and delivered this document as his act and deed.
/s/Michael A. Saffer
----------------------------------------
Michael A. Saffer
An Attorney at Law of the
State of New Jersey
PREPARED BY:
/s/Philip L. Chapman
- ----------------------------------
PHILIP L. CHAPMAN,
Attorney of Law at New Jersey
STATE OF NEW JERSEY :
: SS:
COUNTY OF BERGEN :
I CERTIFY THAT ON November 23rd, 1983, NICOLAS A. LAGANELLA personally came
before me and acknowledged under oath, to my satisfaction, that this person:
(a) is named in and personally signed this document; and
(b) signed, sealed and delivered this document as his act and deed.
/s/ROBERT S. HEKEMIAN
----------------------------------------
ROBERT S. HEKEMIAN
PREPARED BY:
/s/Philip L. Chapman
- ----------------------------------
PHILIP L. CHAPMAN,
Attorney of Law at New Jersey
--21--
<PAGE>
STATE OF NEW JERSEY :
: SS:
COUNTY OF BERGEN :
I CERTIFY THAT ON November 23rd, 1983, JOHN B. VOSKIAN personally came before me
and acknowledged under oath, to my satisfaction, that this person:
(a) is named in and personally signed this document; and
(b) signed, sealed and delivered this document as his act and deed.
/s/ROBERT S. HEKEMIAN
----------------------------------------
ROBERT S. HEKEMIAN
PREPARED BY:
/s/Philip L. Chapman
- ----------------------------------
PHILIP L. CHAPMAN,
Attorney of Law at New Jersey
<PAGE>
DECLARATION OF TRUST
--------------------
- of -
THE FIRST REAL ESTATE INVESTMENT
TRUST OF NEW JERSEY
-------------------------------------------
Dated: November , 1983
-------------------------------------------
RECORD & RETURN TO:
PHILIP L. CHAPMAN, ESQ.
KLEIN, CHAPMAN, DiIANNI,
GREENBERG, HENKOFF & SIEGEL
935 Allwood Road
P. O. Box 2048
Clifton, N.J. 07015
<PAGE>
EXHIBIT 2
NUMBER SHARES
FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY
CREATED IN NEW JERSEY BY A DECLARATION OF TRUST
CUSIP 336142 10 4
SEE REVERSE FOR CERTAIN DEFINITIONS
THIS CERTIFIES THAT
is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF BENEFICIAL INTEREST OF
NO PAR VALUE SHARES OF
FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY transferable on the books of
the Trust by the holder hereof in person or by duly authorized attorney upon
surrender of this certificate properly endorsed. This certificate and shares
represented hereby are issued and shall be held subject to all of the provisions
specified in the Declaration of Trust and any amendments thereto, to all of
which the holder, by acceptance hereof, assents.
Under the term of the Declaration of Trust, the Trust may refuse to transfer
shares if such transfer may endanger the qualification of the Trust as a Real
estate Investment Trust, pursuant to Section 856 et. seq. of the Internal
Revenue Code of 1954, as amended.
This certificate is not valid unless countersigned and registered by the
Transfer Agent and Registrar. WITNESS the seal of the Trust and the signature of
its duly authorized officers.
[SEAL]
FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY * 1961
Dated:
/s/John B. Voskian /s/Robert S. Hekemian
Secretary President
Countersigned and Registered:
REGISTRAR AND TRANSFER COMPANY
(New Jersey)
By Transfer Agent and Registrar
Authorized Signature
<PAGE>
FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY
The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations.
TEN COM -- as tenants in common
TEN ENT -- as tenants by the entireties
JT TEN -- as joint tenants with right
of survivorship and not as
tenants in common
UNIF GIFT MIN ACT -- ....................Custodian.........................
(Cust) (Minor)
under Uniform Gifts to Minors
Act ..................................................
(State)
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED, ...................... hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
_______________________________________ ........................................
................................................................................
Please print or typewrite name and address including postal zip code of assignee
................................................................................
................................................................................
......................................................................... Shares
of the Beneficial Interest represented by the within certificate, and do hereby
irrevocably constitute and appoint .............................................
................................................................................
Attorney to transfer the said stock on the books of the within-named Trust with
full power of substitution in the premises.
Dated: ...............................
...................................
NOTICE: The signature to this assignment must correspond with the name
as written upon the face of the certificate, in every particular, without
alteration or enlargement, or any change whatever.
