UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington,WASHINGTON, D.C. 20549

SCHEDULE 14A

INFORMATION

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

Filed by the RegistrantS [X]

Filed by a Party other than the Registranto [ ]

Check the appropriate box

First Real Estate Investment Trust of New Jersey

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if other than Registrant)

Payment of Filing Fee (Check the appropriate box):

PROXY STATEMENT

FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY

First Real Estate Investment Trust of New Jersey
505 Main Street P.O. Box 667

Hackensack, New Jersey 0760207601
[●], 2020

Dear shareholder:

NOTICE OF ANNUAL MEETING OF HOLDERS

OF SHARES OF BENEFICIAL INTEREST

April 6, 2017

TO THE HOLDERS OF SHARES OF BENEFICIAL INTEREST OF

FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY

The Annual MeetingYou are cordially invited to attend a special meeting in lieu of an annual meeting of the holders (the “Shareholders”) of shares of beneficial interest without par value of First Real Estate Investment Trust of New Jersey (the “Trust”) willto be held on Thursday, April 6, 2017,[●], 2020, at the Trust’s[7:00 p.m.] at our principal executive offices located at 505 Main Street, Hackensack, New Jersey at 7:30 p.m., Eastern Daylight Savings Time.07601. You may attend the special meeting in person or by proxy. At the Annual Meeting,special meeting, the ShareholdersTrust will consider and vote on the following matters:be seeking your approval of:

The ShareholdersOnly holders of record of the shares of beneficial interest without par value of the Trust (“Shares”) at the close of business on February 15, 2017[●], 2020, the record date for the special meeting, are entitled to notice of and to vote at the Annual Meeting.special meeting.

As described in more detail in the accompanying proxy statement, the Sale is structured as a purchase by Purchaser of the Sellers’ right, title and interests in the following multi-family residential apartment properties for an aggregate purchase price of $266,500,000, subject to certain adjustments: Berdan Court, located in Wayne, New Jersey; The Boulders at Rockaway, located in Rockaway, New Jersey; Pierre Towers, located in Hackensack, New JerseyJersey; The Regency Club, located in Middletown, New York; Station Place, located in Red Bank, New Jersey; Steuben Arms, located in River Edge, New Jersey; and Westwood Hills, located in Westwood, New Jersey. The Trust has a 100% ownership interest in each of these properties, except for (i) Pierre Towers, in which the Trust has a 65% ownership interest in the Seller thereof, and (ii) Westwood Hills, in which the Trust has a 40% ownership interest in the Seller thereof. After taking into account the Trust’s 65% ownership interest in the Seller of Pierre Towers and 40% ownership interest in the Seller of Westwood Hills, the sale of all seven properties would result in approximately $208.3 million in aggregate consideration being received by the Trust, subject to certain adjustments.

February 24, 2017

YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING. TO ENSURE YOUR REPRESENTATION AT THE ANNUAL MEETING, HOWEVER, YOU ARE URGED TO SIGN AND DATE THE ACCOMPANYING PROXY AND MAIL IT AT ONCE IN THE ENCLOSED ENVELOPE. PROMPT RESPONSE IS HELPFUL AND YOUR COOPERATION WILL BE APPRECIATED.Subject to the approval of the Plan of Liquidation by our shareholders, after the closing of the Sale, we intend to wind-up and liquidate the Trust and otherwise take action in accordance with the Plan of Liquidation adopted and approved by the Board of Trustees and more fully described in the accompanying proxy statement.

FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY

PROXY STATEMENT

General Information

This Proxy Statement is furnishedIf our shareholders approve the Sale and Plan of Liquidation proposals, we currently anticipate making distributions to shareholders over time in connection with the Plan of Liquidation, taking into account estimated transaction expenses and payment of liabilities, in an amount that we estimate will range from $25.64 to $31.71 per share, which includes the net proceeds expected to be realized by the Trust from the closing of the Sale, less any applicable withholding taxes. Notwithstanding our estimates, we cannot predict with any certainty the exact timing, amount or number of distributions to our shareholders, as uncertainties as to the net proceeds available to us upon sale or disposition of our assets (including the Sale), any purchase price adjustments applicable to any such sale or disposition (including the Sale), the amount of any taxes, including withholding taxes and transfer taxes, imposed with respect to any such sale or disposition (including the Sale), the operating costs and amounts to be set aside for claims, liabilities and other obligations prior to and during the liquidation and winding-up process and the related timing to complete such transactions make it impossible to predict with certainty the actual net cash amount that will ultimately be available for distribution to shareholders or the timing of any such distributions.

The Board of Trustees has carefully reviewed and considered the terms and conditions of the Purchase Agreement and the transactions contemplated thereby and the Plan of Liquidation and the actions and transactions contemplated thereby, and has declared advisable and concluded that the Purchase Agreement, the Plan of Liquidation and the actions and transactions contemplated thereby, including the Sale, the winding-up and liquidation of the Trust and the taking of other actions in accordance with the Plan of Liquidation, the election of the two trustees named in the accompanying proxy statement, ratification of the appointment by the Audit Committee of EisnerAmper LLP as the independent registered public accountants of the Trust and the adjournment of the special meeting, if necessary, are in the best interests of the Trust and its shareholders. The Board of Trustees, based in part on the unanimous recommendation of a special committee of the Board of Trustees in respect of the Sale and Plan of Liquidation proposals, has unanimously approved these proposals and recommends that you voteFOR each of the proposals set forth in the accompanying proxy statement.

Your vote is very important. Whether or not you plan to attend the special meeting, please complete, sign, date and return the enclosed proxy card, or submit your proxy by telephone or the Internet, as soon as possible. If you hold your Shares in “street name,” you should instruct your broker how to vote in accordance with your voting instruction card.

You are also encouraged to review carefully the enclosed proxy statement, as it contains important information, including copies of the Purchase Agreement and the Plan of Liquidation, which are attached as annexes to the proxy statement. In particular, please review the matters referred to under “Risk Factors” starting on page 18 for a discussion of the risks related to the business of the Trust and the proposed Sale and winding-up and liquidation of the Trust.

On behalf of the Board of Trustees of the Trust, we appreciate your continued support.

Sincerely,

Ronald J. Artinian
Chairman of the Board of Trustees

Robert S. Hekemian, Jr.
Chief Executive Officer, President and Trustee

Neither the Securities and Exchange Commission nor any state securities regulator has approved or disapproved the transactions described in this proxy statement, or determined if this proxy statement is accurate or adequate. Any representation to the contrary is a criminal offense.

This proxy statement is dated [●], 2020, and is first being mailed to shareholders on or about [●], 2020.

First Real Estate Investment Trust of New Jersey
505 Main Street
Hackensack, New Jersey 07601

NOTICE OF SPECIAL MEETING IN LIEU OF ANNUAL MEETING OF SHAREHOLDERS

To be held [●], 2020.

To the holders (the “Shareholders”) of shares of beneficial interest without par value (the “Shares”)of First Real Estate Investment Trust of New Jersey:

A special meeting in lieu of an annual meeting of the shareholders of First Real Estate Investment Trust of New Jersey, a New Jersey real estate investment trust (the “Trust”), will be held at our principal executive offices located at 505 Main Street, Hackensack, New Jersey 07601, on [●], 2020, at [7:00 p.m.] Eastern Time, for the following purposes:

The accompanying proxy statement and the proxy card are being furnished to holders of the shares of beneficial interest without par value of the Trust (the “Shares”) in connection with the solicitation of proxies by the Board of Trustees for use at the Annual Meeting of the Shareholders to be held on Thursday, April 6, 2017 and any adjournment or postponement thereof (the “Annual Meeting”), pursuant to the accompanying Notice of Annual Meeting of Holders of Shares of Beneficial Interest. The Shares represent beneficial interests in the Trust, and the Shares are the only authorized, issued and outstanding class of equity of the Trust. A form of proxy for use at the Annual Meeting is also enclosed. The Trust anticipates mailing this Proxy Statement to its Shareholders beginning on or about February 27, 2017. The executive offices of the Trust are located at 505 Main Street, Hackensack, New Jersey 07602.special meeting.

Shareholders may revoke the authority granted by their execution of proxies at any time before the effective exercise of proxies by filing written notice of such revocation with the Secretary of the Annual Meeting. Presence at the Annual Meeting does not of itself revoke the proxy. All Shares represented by executed and unrevoked proxies will be voted in accordance with the instructions therein. Proxies submitted without indication will be voted FOR the nominees for Trustee named in this Proxy Statement under Item 1, FOR the approval of the advisory resolution to approve the compensation of the Executive Officers under Item 2 and in favor of THREE YEARS as the interval for the advisory resolution to approve the compensation of the executive officers under Item 3. The Board of Trustees, based in part on the unanimous recommendation of the Trust (the “Board of Trustees” or the “Board”) is not aware, as of the date hereof, of any matters to be presented at the Annual Meeting other than the matters described hereinabove, but if any other matter incident to the Annual Meeting is properly presented, the persons named in the proxy will vote thereon according to their best judgment.

Proxies for use at the Annual Meeting are being solicited by the Board of Trustees. The cost of preparing, assembling and mailing the proxy materials will be borne by the Trust. It is not anticipated that any compensation will be paid for soliciting proxies, and the Trust does not intend to employ specially engaged personnel in the solicitation of proxies. It is contemplated that proxies will be solicited principally through the mail. Membersa special committee of the Board of Trustees in respect of the Sale Proposal and executive officersthe Liquidation Proposal, has unanimously approved and declared advisable the Purchase Agreement (and the transactions contemplated thereby, including the Sale) and the Plan of Liquidation (and the actions and transactions contemplated thereby, including the winding-up and liquidation of the Trust, may also, without additional compensation, solicit proxies, personallyand the dissolution and termination of the Trust or the conversion of the Trust to another liquidating entity), the election of the two trustees named in the accompanying proxy statement, the ratification of the appointment by mail,the Audit Committee of EisnerAmper LLP as the independent registered public accountants of the Trust and the adjournment of the special letter, telephone, telegraph, facsimile transmission or other electronic means.

Voting Securities

The onlymeeting, if necessary, and recommends that you voteFOR the Sale Proposal,FOR the Liquidation Proposal,FORthe election of each of the nominees for trustee pursuant to the Trustee Election Proposal,FORthe Executive Compensation Proposal,FORthe Auditor Appointment Proposal andFOR the Adjournment Proposal. These proposals are described in more detail in the accompanying proxy statement, which we urge you to read in its entirety before voting securities entitled to vote at the Annual Meeting are the Shares. Each Share entitles its owner to one vote on an equal basis. There were 6,740,069 Shares issued and outstanding on the record date, February 15, 2017. proposals.

Only Shareholdersholders of record on the books of the TrustShares at the close of business on February 15, 2017[●], 2020, are entitled to notice of and to vote at the

Annual Meeting. The holders special meeting or any adjournment or postponement thereof. Approval of each of the Sale Proposal, the Liquidation Proposal,the Executive Compensation Proposal andthe Auditor Appointment Proposal requires the affirmative vote of a majority of the outstanding Shares, present in person or represented by proxy, will constitute a quorumvotes cast at the Annual Meeting. Abstentions and broker non-votes will be counted for purposes of determining whetherspecial meeting assuming a quorum is presentpresent. Approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast at the Annual Meeting.

special meeting, whether or not a quorum is present. A plurality of the votes cast at the Annual Meetingspecial meeting by the holders of Shares present in person or represented by proxy and entitled to vote is required in order to elect each of the nominees for Trustee under Item 1. Thetrustee. Each outstanding Share entitles the shareholder thereof to one vote.

Your vote is very important. To ensure your representation at the special meeting and the presence of a quorum at the special meeting, whether or not you plan to attend the special meeting, please complete, sign and date the enclosed proxy card provides spaceand return it to the Trust without delay in the postage-paid envelope enclosed for your convenience or submit your proxy by telephone or the Internet as provided on the proxy card. If a Shareholderquorum is not reached, our proxy solicitation costs are likely to withhold his increase. Should you receive more than one proxy card because your Shares are registered in different names and/or heraddresses, each proxy card should be signed, dated and returned to ensure that all of your Shares will be voted. If you are present at the special meeting or any adjournments or postponements of the special meeting, you may revoke your proxy and vote personally on the matters properly brought before the special meeting. Your Shares will be voted at the special meeting in accordance with your proxy.

IMPORTANT: WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, PLEASE VOTE BY (1) TELEPHONE, (2) INTERNET OR (3) COMPLETING AND PROMPTLY RETURNING THE ENCLOSED PROXY CARD IN THE ENVELOPE PROVIDED.

TABLE OF CONTENTS

SUMMARY

The following summary highlights certain material information contained in this proxy statement. This summary may not contain all of the information that may be important for a nomineeyou to consider when evaluating the Sale Proposal, the Liquidation Proposal, the terms and conditions of the Purchase Agreement and the Plan of Liquidation and the transactions contemplated thereby and the other matters being considered at the special meeting. In this section and elsewhere in this proxy statement, references to “you” refer to the holders of Shares to whom the notice of special meeting and this proxy statement are addressed, and references to “we,” “us” or “our” refer to the Trust. We refer to the Board of Trustees of the Trust as the “Board” and we refer to the special committee of the Board of Trustees of the Trust as the “Special Committee.” We encourage you to read carefully this entire proxy statement, including the attached annexes. We have included in this summary cross-references to direct you to a more complete description of the topics described.

First Real Estate Investment Trust of New Jersey

First Real Estate Investment Trust of New Jersey (the “Trust”) is a New Jersey real estate investment trust organized in New Jersey in 1961 with principal offices located at 505 Main Street, Hackensack, New Jersey 07601 (telephone (201) 488-6400). Historically, the Trust has acquired, developed, constructed and held real estate investment properties for investment and not for resale.

The Sale (see page 50)

The purchaser is Sinatra Properties, LLC (“Purchaser”), a Delaware limited liability company and an affiliate of Kushner Companies LLC, with offices located at 666 Fifth Avenue, New York, New York 10103. Kushner Companies is a privately held real estate developer and landlord that holds a portfolio of 20,000 multi-family residential units and 13 million square feet of office, industrial and retail space.

Pursuant to the Purchase and Sale Agreement, dated as of January 14, 2020 (the “Purchase Agreement”), by and among the Trust, certain affiliates of the Trust (together with the Trust, the “Sellers” and each a “Seller”) and Purchaser, Purchaser will purchase seven multi-family residential apartment properties (each a “Sale Property” and collectively the “Sale Properties”) from the Sellers for an aggregate purchase price of $266,500,000, subject to certain adjustments. The Sale Properties to be sold to Purchaser pursuant to the Purchase Agreement (the “Sale”) are:

The Trust has a 100% ownership interest in each of these properties, except for (i) Pierre Towers, in which the Trust has a 65% ownership interest in the Seller thereof, and (ii) Westwood Hills, in which the Trust has a 40% ownership interest in the Seller thereof.

After taking into account the Trust’s 65% ownership interest in the Seller of Pierre Towers and 40% ownership interest in the Seller of Westwood Hills, the sale of all seven Sale Properties would result in approximately $208.3 million in aggregate consideration being received by the Trust, subject to certain adjustments.

Pursuant to the Purchase Agreement, the Purchaser has agreed to assume approximately $76,815,000 of outstanding mortgage loans encumbering Berdan Court and Pierre Towers. The aggregate purchase price payable to the Sellers will be reduced by the amount of the outstanding principal balance of these loans that is assumed by the Purchaser. If a lender does not permit the Purchaser to assume a loan or if a loan is not assumed under Item 1.certain other circumstances, then the Purchaser or, in certain circumstances, the Sellers may elect to terminate the Purchase Agreement with respect to the applicable Sale Property and the aggregate purchase price payable pursuant to the Purchase Agreement will be reduced by an amount equal to the portion of the aggregate purchase price allocated to such Sale Property in the Purchase Agreement. Of the $266,500,000 aggregate purchase price, $42,000,000 has been allocated to Berdan Court and $80,500,000 has been allocated to Pierre Towers. In addition, if the ownership structure of Pierre Towers is not converted into a tenancy-in-common on or prior to February 28, 2020, then the Purchase Agreement will be terminated automatically with respect to Pierre Towers and the aggregate purchase price will be reduced by an amount equal to the amount allocated to such property in the Purchase Agreement ($80,500,000).

The Purchase Agreement also provides that if certain title matters affecting The Regency Club are not adequately addressed as of the tenth day prior to the scheduled special meeting of the Trust shareholders, then the Purchaser may elect to terminate the Purchase Agreement with respect to The Regency Club and the aggregate purchase price payable pursuant to the Purchase Agreement will be reduced by an amount allocated to such property in the Purchase Agreement. Of the $266,500,000 aggregate purchase price, $27,250,000 has been allocated to The Regency Club.

In the event the Purchase Agreement is terminated with respect to one or more of Pierre Towers, Berdan Court and The Regency Club, the Trust will update the shareholders with respect to such termination pursuant to a press release, as a supplement to this proxy statement and/or otherwise in accordance with applicable law.

In connection with the entry into the Purchase Agreement, the Purchaser delivered in escrow a deposit in the form of an unconditional, irrevocable letter of credit in the amount of $15,000,000 (the “Deposit”). The Deposit is non-refundable, except in connection with the termination of the Purchase Agreement in certain circumstances.

The Purchase Agreement is attached as Annex A to this proxy statement. We encourage you to read carefully the Purchase Agreement in its entirety because it is the legal document that governs the terms and conditions of the Sale and the other transactions contemplated thereby.

Plan of Liquidation (see page 63)

If the Sale Proposal is approved by our shareholders, the Sale is completed and the Liquidation Proposal is approved by our shareholders, then following the closing of the Sale we intend to wind-up our operations and liquidate the Trust in accordance with the Plan of Voluntary Liquidation of the Trust (the “Plan of Liquidation”) and to take any necessary and appropriate actions in connection therewith, including by establishing a liquidating trust or converting to another liquidating entity to make liquidating distributions to shareholders.

A copy of the Plan of Liquidation is attached as Annex B to this proxy statement. We encourage you to read carefully the Plan of Liquidation in its entirety because it is the legal document that governs the proposed winding-up and liquidation of the Trust.

Amount and Timing of Distributions to Shareholders (see page 66)

If our shareholders approve the Sale and Plan of Liquidation proposals, we currently anticipate making distributions to shareholders over time in connection with the Plan of Liquidation, taking into account estimated transaction expenses and payment of liabilities, in an amount that we estimate will range from $25.64 to $31.71 per share, which includes the net proceeds to be realized by the Trust from the closing of the Sale, less any applicable

withholding taxes. Notwithstanding our estimates, we cannot predict with any certainty the exact timing, amount or number of distributions to our shareholders, as uncertainties as to the net proceeds available to us upon sale or disposition of our assets (including the Sale), any purchase price adjustments applicable to any such sale or disposition (including the Sale), the amount of any taxes, including withholding taxes and transfer taxes, imposed with respect to any such sale or disposition (including the Sale), the operating costs and amounts to be set aside for claims, liabilities and other obligations prior to and during the liquidation and winding-up process and the related timing to complete such transactions make it impossible to predict with certainty the actual net cash amount that will ultimately be available for distribution to shareholders or the timing of any such distributions.

Risk Factors (see page 18)

In evaluating the Sale Proposal and the Liquidation Proposal, you should carefully read this proxy statement and the attached annexes and consider, in particular, the risk factors and other information discussed in the section entitled “Risk Factors” beginning on page 18 of this proxy statement.

Special Meeting; Votes Required (see page 8)

The special meeting of the shareholders of the Trust will be held on [●], 2020, at [7:00 p.m.] Eastern Time, at our principal executive offices located at 505 Main Street, Hackensack, New Jersey 07601. At the special meeting, our shareholders will be asked to approve each of the following:

Only holders of record of shares of beneficial interest without par value of the Trust (“Shares”) at the close of business on [●], 2020, the record date for the special meeting, are entitled to notice of and to vote at the special meeting.

Approval of each of the Sale Proposal, the Liquidation Proposal, the Executive Compensation Proposal and the Auditor Appointment Proposal requires the affirmative vote of a majority of the votes cast at the Annual Meetingspecial meeting assuming a quorum is present. Approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast at the special meeting, whether or not a quorum is present.

A plurality of votes cast at the special meeting by the holders of the Shares present in person or represented by proxy and entitled to vote thereon is required to approveelect each of the non-binding advisory resolution under Item 2 approvingnominees for trustee on the compensationBoard pursuant to the Trustee Election Proposal.

The Board’s Recommendation (see page 26)

The Board, based in part on the unanimous recommendation of the Special Committee in respect of the Sale Proposal and the Liquidation Proposal, has unanimously determined that the proposals to be acted on at the special meeting are fair to and in the best interests of the Trust and our shareholders, has declared them to be advisable and unanimously recommends that you voteFOR the Sale Proposal,FOR the Liquidation Proposal,FORthe election of each of the nominees for trustee pursuant to the Trustee Election Proposal,FOR the Executive Compensation Proposal,FORthe Auditor Appointment Proposal andFOR the Adjournment Proposal.

Opinions of Financial Advisor (see page 39)

At a meeting of our Special Committee held on January 14, 2020, the financial advisor to the Special Committee, HFF Securities, L.P. (“HFF”), delivered to the Special Committee oral opinions, which were confirmed by delivery of an opinion letter, dated January 14, 2020, upon which the Board is permitted to rely, to the effect that, as of January 14, 2020, and based upon and subject to various assumptions and limitations described in the opinion letter, (i) the portion of the transaction consideration to be paid to the Trust (including the portion of the transaction consideration to be paid by Purchaser to the Trust with respect to each of Pierre Towers and Westwood Hills) by the Purchaser in the Sale is fair, from a financial point of view, to the Trust and (ii) the Trust's estimated range of expected per share aggregate liquidating distributions is reasonable from a financial point of view.

The full text of the opinion letter of HFF, which sets forth the assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinions of HFF, is attached as Annex C to this proxy statement and is incorporated herein by reference. We encourage you to read HFF’s opinion letter carefully and in its entirety. HFF’s opinions are limited solely to the fairness, from a financial point of view, of the purchase price to be received in the Sale by the Trust and the reasonableness from a financial point of view of the Trust's estimated range of expected per share aggregate liquidating distributions and do not address any other aspect of the Sale or of the winding-up and liquidation of the Trust pursuant to the Plan of Liquidation or the Trust’s underlying business decision to effect the Sale or the Plan of Liquidation or the relative merits of the Sale or the Plan of Liquidation as compared to any alternative business strategies or transactions that might be available with respect to the Trust. Neither HFF’s opinions nor the summary of its opinions and the related analysis set forth in this proxy statement is intended to be, and they do not constitute, advice or a recommendation to any Trust shareholder as to how such shareholder should vote or act with respect to any matters relating to the Sale, the Plan of Liquidation or otherwise.

Transactions with Hekemian & Company, Inc. (see pages 38 and 47)

Hekemian & Company, Inc. (“Hekemian & Co.”) serves as the external manager of the Trust pursuant to a Management Agreement dated as of November 1, 2001 between the Trust and Hekemian & Co. (the “Management Agreement”). Robert S. Hekemian, Jr., Chief Executive Officer, President and a trustee of the Trust, and David B. Hekemian, a trustee of the Trust, each holds a 33.3% equity interest in Hekemian & Co. The balance of the equity interests in Hekemian & Co. is held by other members of the Hekemian family. In connection with the transactions contemplated by the Purchase Agreement and the Plan of Liquidation, the Trust and Hekemian & Co. entered into a First Amendment to the Management Agreement (the “First Amendment”).

The First Amendment provides that upon the closing of any sale or other disposition of the Trust’s entire direct or indirect interest in any real property owned directly or indirectly, in whole or in part, by the Trust (each a “Trust property”), whether pursuant to the Purchase Agreement or otherwise in furtherance of the Plan of Liquidation, (a) the Management Agreement will terminate automatically and be of no further force or effect with respect to such Trust property and (b) the Trust will pay to Hekemian & Co. (i) any and all commissions and fees for management services and reimbursement required to be paid by the Trust pursuant to the Management Agreement in respect of the applicable Trust property up to the termination date, calculated on a pro rata basis, plus (ii) a termination fee in respect to such Trust property equal to the product of (x) the Trust’s direct or indirect percentage ownership interest

in such Trust property, multiplied by (y) 1.25, multiplied by (z) one (1) year’s Base Management Fee (as defined in the Management Agreement and amended pursuant to the First Amendment) in respect of such Trust property.

In addition, the First Amendment amends the Management Agreement to provide that upon the closing of any sale or other disposition of the Trust’s entire direct or indirect interest in each Trust property, whether pursuant to the Purchase Agreement or otherwise in furtherance of the Plan of Liquidation, the Trust will pay to Hekemian & Co. a sales fee equal to 1.65% of the sales price for such Trust property (reduced from the existing range of 2.5% to 4.5% in the Management Agreement); provided, however, that in the event that a Trust property is not wholly owned, directly or indirectly, by the Trust, the sales fee payable to Hekemian & Co. will only be payable in respect of the Trust’s percentage ownership share of the applicable Trust property.

The First Amendment provides that the foregoing fees will be paid in lieu of, and will supersede in their entirety, any other payment which otherwise would be payable to Hekemian & Co. under the Management Agreement arising out of or attributable to the sale or other disposition of the Trust’s entire direct or indirect interest in each Trust property or the termination of the Management Agreement in respect of such Trust property (including, without limitation, any Termination Fee, M&A Termination Fee or Sale of Property Fee under the Management Agreement (each as defined in the Management Agreement)).

The First Amendment will become effective if, and only if, the Plan of Liquidation becomes effective.

Share Ownership of Our Trustees, Executive Officers and Certain Shareholders (see page 49)

As of the record date, [●], 2020, our trustees and executive officers owned and were entitled to vote, in the aggregate, [●] Shares, representing approximately [●] percent ([●]%) of the Shares outstanding on that date. Each of our trustees and executive officers has informed us that he currently intends to voteFOR each of the proposals described herein.

In connection with entering into the Purchase Agreement, each of our trustees entered into a voting agreement with the Purchaser, pursuant to which each trustee, in his capacity as a shareholder of the Trust, agreed to vote the Shares over which he has voting control (i) in favor of the Sale Proposal and (ii) against any proposal contemplating an alternative transaction and any action, agreement or transaction that would reasonably be expected to materially impede, interfere with, delay or postpone the closing of the Sale. As of the record date, a total of [872,812] Shares are subject to the voting agreement.

Interests of our Trustees and Executive Officers (see pages 47 and 67)

The interests of our trustees and executive officers in the Sale and Plan of Liquidation are generally aligned with the interests of our shareholders; however, certain of such trustees and officers have interests which differ from or are in addition to those of our shareholders. As a result of their ownership interests in Hekemian & Co., each of Robert S. Hekemian, Jr., Chief Executive Officer, President and a trustee of the Trust, and David B. Hekemian, a trustee, has an interest in the Management Agreement (including as amended pursuant to the First Amendment). In addition, Robert S. Hekemian, Jr., David B. Hekemian and members of their families have ownership interests in certain entities which are co-owners with the Trust of certain entities that own and operate Trust properties.

Appraisal or Dissenters’ Rights (see pages 62 and 69)

You arenot entitled to appraisal or dissenters’ rights (or rights of an objecting shareholder) in connection with the transactions comprising the Sale or contemplated by the Plan of Liquidation, whether under New Jersey law or our Amended and Restated Declaration of Trust.

Conditions to Obligations to Complete the Sale (see page 54)

The Purchase Agreement contains a number of conditions that must be satisfied before the Sale can be completed. These conditions include, among others:

Regulatory Matters (see pages 50 and 69)

The Trust is not aware of any regulatory or governmental actions or approvals required to complete the Sale. The Trust is also not aware of any regulatory or governmental approvals that must be obtained in connection with the Plan of Liquidation.

The Trust is Prohibited from Soliciting Other Offers (see page 38)

Under the terms of the Purchase Agreement, we are prohibited from soliciting alternative acquisition proposals (acquisitions of 50% or more of the Shares or the Trust’s consolidated assets), subject to certain limited exceptions necessary to comply with the fiduciary duties of the Board, including the right to provide non-public information to, and negotiate with, a third party that has made an unsolicited alternative acquisition proposal if the Board determines in good faith, after consultation with its financial advisors and outside legal counsel, that such proposal constitutes, or could reasonably be expected to lead to a superior proposal.

Subject to the Purchaser’s right to match an alternative acquisition proposal and prior to obtaining shareholder approval of the Sale, the Board may change its recommendation with respect to the Sale, or terminate the Purchase Agreement and enter into an agreement for an alternative acquisition proposal that did not result from a material breach of the non-solicitation provisions, if the Board determines in good faith (after consultation with its outside legal counsel and financial advisors) that such proposal constitutes a superior proposal and that failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under applicable law. If we terminate the Purchase Agreement to accept a superior proposal, or the Purchaser terminates the Purchase Agreement based on the Board withholding or withdrawing (or modifying, amending or qualifying in a manner adverse to the Purchaser) its recommendation to our shareholders in favor of the Sale Proposal, we are required to return the Deposit to the Purchaser, pay the Purchaser a termination fee of $3,500,000 and reimburse the Purchaser for its out-of-pocket expenses (subject to a $2,000,000 cap).

Termination; Termination Fee; Transaction Expenses (see page 59)

The Trust has agreed to pay the Purchaser a termination fee of $3,500,000 (“Termination Fee”) together with the reasonable and documented out-of-pocket fees and expenses incurred by the Purchaser in connection with the Purchase Agreement or the Sale, which obligation is subject to a cap of $2,000,000 (“Purchaser Expense Reimbursement”) and return the Deposit to the Purchaser if:

In addition, if the Purchase Agreement is terminated because our shareholders do not approve the Sale Proposal, we are required to reimburse up to $2,000,000 of the reasonable and documented out-of-pocket fees and expenses incurred by the Purchaser in connection with the Purchase Agreement or the Sale and the Deposit will be returned to the Purchaser.

Material United States Federal Income Tax Consequences (see page 101)

You are urged to read the discussion in the section entitled “Material United States Federal Income Tax Consequences” beginning on page 101 of this proxy statement and to consult your tax advisor as to the United States federal income tax consequences of the Sale and the Plan of Liquidation, as well as the effects of state, local and foreign tax laws.

Record Holders

As of [●], 2020, the record date for the special meeting, there were approximately [●] holders of record of the Shares.

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING, THE SALE AND THE PLAN OF LIQUIDATION

The following are some questions that you, as a shareholder of the Trust, may have regarding the special meeting, the Purchase Agreement and the Sale, the Plan of Liquidation and the actions and transactions contemplated thereby, and the other matters being considered at the special meeting and brief answers to those questions. We urge you to read carefully the remainder of this proxy statement because the information in this section may not provide all the information that might be important to you with respect to the proposals being considered at the special meeting. Additional important information is also contained in the annexes to, and the documents incorporated by reference in, this proxy statement.

Shareholders, Banks and Brokers
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RISK FACTORS

The following risk factors, together with general risks, the other information in this proxy statement and in the “Risk Factors” sections included in the documents incorporated by reference herein (see “Where You Can Find More Information” on page 108), should be carefully considered by each shareholder before deciding whether to vote to approve the Sale Proposal and the Liquidation Proposal as described in this proxy statement. In addition, our shareholders should keep in mind that the risks described below are not the only risks that are relevant to your voting decision. The risks described below are the risks that we currently believe are the material risks of which our shareholders should be aware. However, additional risks that are not presently known to us, or that we currently believe are not material, may also prove to be important to you.

Risk Factors Relating to the Sale

If the Sale is not completed, the Trust would be subject to a number of material risks, including that:

The occurrence of any of these events may impair our ability to conduct our business and may reduce the amounts otherwise available for distribution to our shareholders.

The Purchase Agreement significantly limits our ability to pursue alternatives to the Sale.

The Purchase Agreement contains provisions that make it more difficult for us to enter into a transaction with a party other than the Purchaser regarding an alternative acquisition proposal (a sale of 50% or more of the Shares or the Trust’s consolidated assets). These provisions include the general prohibition on our soliciting any third-party acquisition proposal or entering into any agreement for an alternative acquisition proposal before our shareholders vote on the Sale Proposal, and the requirement that we pay a termination fee of $3,500,000 and reimburse the Purchaser for up to $2,000,000 in out-of-pocket expenses if the Purchase Agreement is terminated in specified circumstances. See “Proposal One—The Sale Proposal—The Purchase Agreement—No Solicitation” beginning on page 55 of this proxy statement and “Proposal One—The Sale Proposal—The Purchase Agreement—Termination; Termination Fee; Transaction Expenses” beginning on page 59 of this proxy statement.

These provisions of the Purchase Agreement could discourage a third party that might have an interest in acquiring the Trust, from considering or proposing a transaction, even if that party were prepared to pay consideration with a higher value relative to the purchase price to be paid by the Purchaser for the Sale. Furthermore, the termination fee may result in a potential acquiror offering to pay a lower purchase price to acquire the Trust than it might otherwise have offered to pay. The payment of the termination fee could also have an adverse effect on our financial condition.

Our external manager has interests in the Sale which are different from the interests of our shareholders.

In considering the Board’s recommendation that you voteFOR the Sale Proposal, you should be aware that Hekemian & Co. has interests in the Sale that are different from your interests. Each of the Special Committee and the Board was aware of these interests and considered them in its decision to approve the Sale and recommend that

you voteFOR the Sale Proposal. See “Proposal One—The Sale Proposal—Transactions with Hekemian & Co., Inc.” beginning on page 47 of this proxy statement.

Even if our shareholders approve the Sale Proposal, the Sale may not be completed.

In addition to the required approval of our shareholders, the closing of the Sale is subject to several closing conditions, some of which are not within our control, including:

We cannot be certain when or if the conditions to the closing of the Sale will be satisfied, and, as a result, even if the Sale Proposal is approved by our shareholders at the special meeting, there can be no assurance that the Sale will be completed.

We continue to be subject to the risks of operating the Sale Properties prior to closing of the Sale.

Prior to the closing of the Sale, we will remain subject to all of the risks of operating the Sale Properties today, including those described in the “Risk Factors” sections included in the documents incorporated in this proxy statement by reference (see “Where You Can Find More Information” on page 108), and those risks could affect, among other things, the purchase price payable in the Sale and the adjustments to the purchase price in accordance with the Purchase Agreement and the satisfaction of the conditions to closing the Sale. In addition, such risks may result in our incurring additional obligations and liabilities which may be retained by us following the closing of the Sale and, in such event, could reduce the amounts ultimately available for distribution to our shareholders.

A number of the Sale Properties could be excluded from the Sale, thereby reducing the aggregate purchase price.

Pursuant to the Purchase Agreement, the Purchaser has agreed to assume the mortgage loans encumbering Berdan Court and Pierre Towers. If a lender does not permit the Purchaser to assume a loan or if a loan is not assumed under certain other circumstances, then the Purchaser or, in certain circumstances, the Sellers may elect to terminate the Purchase Agreement with respect to the applicable Sale Property and the aggregate purchase price payable pursuant to the Purchase Agreement will be reduced by an amount equal to the portion of the aggregate purchase price allocated to such Sale Property in the Purchase Agreement. Of the $266,500,000 aggregate purchase price, $42,000,000 has been allocated to Berdan Court and $80,500,000 has been allocated to Pierre Towers. In addition, if the ownership structure of Pierre Towers is not converted into a tenancy-in-common on or prior to February 28, 2020, then the Purchase Agreement will be terminated automatically with respect to Pierre Towers and the aggregate purchase price will be reduced by an amount equal to the amount allocated to such property in the Purchase Agreement ($80,500,000).

The Purchase Agreement also provides that if certain title matters affecting The Regency Club are not adequately addressed as of the tenth day prior to the scheduled special meeting of the Trust shareholders, then the Purchaser may elect to terminate the Purchase Agreement with respect to The Regency Club and the aggregate purchase price payable pursuant to the Purchase Agreement will be reduced by an amount allocated to such property in the Purchase Agreement. Of the $266,500,000 aggregate purchase price, $27,250,000 has been allocated to The Regency Club.

In addition, the Purchase Agreement provides that if a Sale Property suffers a material casualty, becomes subject to a material condemnation or becomes subject to certain title encumbrances that are not removed, then the Purchaser may elect to terminate the Purchase Agreement with respect to the applicable Sale Property and the aggregate purchase price payable pursuant to the Purchase Agreement will be reduced by an amount allocated to such Sale Property in the Purchase Agreement.

In the event the Purchase Agreement is terminated with respect to one or more of the Sale Properties, the Trust will (i) update the shareholders with respect to such termination pursuant to a press release, as a supplement to this proxy statement and/or otherwise in accordance with applicable law and (ii) seek to sell any such Sale Properties in connection with the winding-up and liquidation of the Trust pursuant to the Plan of Liquidation.

Risk Factors Relating to the Winding-up and Liquidation of the Trust

Our shareholders could approve the Sale Proposal but not approve the Liquidation Proposal.

Subject to the approval of the Sale Proposal and the Liquidation Proposal by our shareholders at the special meeting, we will proceed to wind-up and liquidate following the closing of the Sale. If our shareholders approve the Sale Proposal (and we complete the Sale) but do not approve the Liquidation Proposal, the wind-up of the Trust will be delayed or may not occur. Following the closing of the Sale, we do not intend to invest in another operating business and we will have a significantly reduced number of assets with which to generate operating revenue and support ongoing operating activity. If the Liquidation Proposal is not approved, our ongoing operating expenses may exceed revenue generated by our remaining assets. In addition, following the closing of the Sale, it may be necessary for us to retain a substantial portion of the net proceeds of the Sale in order to maintain our real estate investment trust (“REIT”) status, in which case such proceeds would not be available for distribution to our shareholders until such time that a distribution could be made and our REIT status preserved.

We cannot determine at this time the amount or timing of final distributions to our shareholders in connection with our expected winding-up and liquidation because there are many factors, some of which are not within our control, that could affect the amount or timing of any such distributions.

The amounts that may ultimately be available for distribution to our shareholders are not yet known, and while we have included in this proxy statement estimates as to the approximate amounts of the aggregate final distributions to our shareholders, there are many factors that may affect the amounts available for distribution to our shareholders, including, among other things, the net proceeds available to us upon sale or disposition of our assets (including the Sale), any purchase price adjustments applicable to any such sale or disposition (including the Sale), the amount of any taxes, including withholding taxes and transfer taxes, imposed with respect to any such sale or disposition (including the Sale), the operating costs and amounts to be set aside for claims, liabilities and other obligations prior to and during the liquidation and winding-up process,and the time required to complete the liquidation of our assets.

Additional liabilities and obligations could arise.

Following the Sale, we will retain liabilities that must be satisfied prior to any final distribution to our shareholders, and some of those liabilities are uncertain. Significant time could be required to resolve some of these liabilities, which could impact both the timing and the amount of any final distribution to our shareholders. Also, some liabilities may involve third party disputes or may be beyond our control. If we have underestimated our existing obligations and liabilities or if unanticipated or contingent liabilities arise, the amount and timing of distributions to our shareholders could be less than the amounts we have estimated. In addition, we may be required under applicable law, or it may be necessary in order to maintain our REIT status, to hold back for distribution at a later date some of the estimated amounts that we currently anticipate distributing to our shareholders. For the foregoing reasons, among others, there can be no assurance as to the timing and amount of any final distributions to our shareholders, even if the Sale is completed and the Liquidation Proposal is approved.

The Board may delay implementation of the Plan of Liquidation even if the Liquidation Proposal is approved by our shareholders.

The Board has adopted and approved the Plan of Liquidation providing for the winding-up and complete liquidation of the Trust, and the dissolution and termination of the Trust or the conversion of the Trust to another liquidating entity, following the closing of the Sale. Nevertheless, and while there is no current intention to do so, the Board could delay implementation of the Plan of Liquidation for any reason. Even if the Liquidation Proposal is approved by our shareholders, and while there is no current intention to do so, the Board could amend or modify the Plan of Liquidation, without further action or approval by our shareholders to the extent permitted under applicable law.

If we are unable to find buyers for our assets at our expected sales prices, our liquidating distributions may be delayed or reduced.

In calculating our estimated range of liquidating distributions, we assumed that we will be able to find buyers for all of our assets at amounts equal to or in excess of the low end of our estimated range of values for each asset. We, however, may have overestimated the sales prices that we will be able to obtain for these assets or underestimated the costs associated with such sales. For example, in order to find buyers in a timely manner, we may be required to lower our asking price below the low end of our current estimate of an asset’s value. If we are not able to find buyers for these assets in a timely manner or if we have overestimated the sales prices we will receive, our liquidating payments to our shareholders would be delayed or reduced. Furthermore, the projected liquidating distribution is based upon our estimated range of values for each asset based on current market conditions and asset operations, but real estate market values are constantly changing and fluctuate with changes in interest rates, supply and demand dynamics, occupancy percentages, lease rates, the availability of suitable buyers, the perceived quality and dependability of income flows from tenancies and a number of other factors, both local and national. The net liquidation proceeds from each asset may also be affected by the terms of prepayment or assumption costs associated with debt encumbering each asset. In addition, minority ownership matters, transactional fees and expenses, environmental contamination at our properties or unknown liabilities, if any, may adversely impact the net liquidation proceeds from those assets.

If any of the parties to our future sale agreements default thereunder, or if these sales do not otherwise close, our liquidating distributions may be delayed or reduced.

If you approve the Plan of Liquidation and we close the Sale, we will seek to sell all of our remaining assets. The consummation of the potential sales for which we will enter into sale agreements in the future will be subject to satisfaction of closing conditions. If any of the transactions contemplated by these future sale agreements do not close because of a buyer default, failure of a closing condition or for any other reason, we will need to locate a new buyer for the assets which we may be unable to do promptly or at prices or on terms that are not as favorable as the original sale agreement. We will also incur additional costs involved in negotiating a new sale agreement for this asset. These additional costs are not included in our projections. In the event that we incur these additional costs, our liquidating payments to our shareholders would be delayed or reduced.

If we are unable to maintain the occupancy rates of currently leased space and lease currently available space, if tenants default under their leases or other obligations to us during the liquidation process or if our cash flow during the liquidation is otherwise less than we expect, our liquidating distributions may be delayed or reduced.

In calculating our estimated liquidating distributions, we assumed that we would maintain the occupancy rates of currently leased spaces, that we would be able to rent certain currently available space and that we would not experience any significant tenant defaults during the liquidation process that were not subsequently cured. Negative trends in one or more of these factors during the liquidation process may adversely affect the resale value of the properties, which would reduce our liquidating distributions. To the extent that we receive less rental income than we expect during the liquidation process, our liquidating distributions will be reduced. We may also decide in the event of a tenant default to restructure the lease, which could require us to substantially reduce the rent payable to us under the lease, or make other modifications that are unfavorable to us.

If our transaction costs, liquidation costs or unpaid liabilities are greater than we expect, our liquidating distributions may be delayed or reduced.

Before making the liquidating distributions on our Shares, we will need to pay or arrange for the payment of all of our transaction costs in the liquidation, all other costs and all valid claims of our creditors. The Board may also decide to acquire one or more insurance policies covering unknown or contingent claims against us or them, for which we would pay a premium which has not yet been determined. The Board may also decide to establish a reserve fund to pay these contingent claims. The amounts of transaction costs in the liquidation are not yet final, so we have used estimates of these costs in calculating the amounts of our projected liquidating distributions. To the extent that we have underestimated these costs in calculating our projections or we incur unforeseen additional costs, our actual liquidating distributions may be lower than our estimated range. In addition, if the claims of our creditors are greater than we have anticipated or we decide to acquire one or more insurance policies covering unknown or contingent claims against us, our liquidating distributions may be delayed or reduced. Further, if a reserve fund is established, payment of liquidating distributions to our shareholders may be delayed or reduced.

You may not receive any profits resulting from the sale of one or more of our properties, or receive such profits in a timely manner, because we may provide financing to the purchaser of such property.

If you approve the Plan of Liquidation, you may experience a delay before receiving your share of the net proceeds of such liquidation. In a liquidation, we may sell our assets either subject to or upon the assumption of any then outstanding mortgage debt or, alternatively, may provide financing to purchasers. We do not have any limitations or restrictions on taking such purchase money obligations. To the extent we receive promissory notes or other property in lieu of cash from sales, such proceeds, other than any interest payable on those proceeds, will not be included in net sale proceeds until and to the extent the promissory notes or other property are actually paid, sold, refinanced or otherwise disposed of. We may receive initial down payments in the year of sale in an amount less than the selling price and subsequent payments may be spread over a number of years. In such event, you may experience a delay in the distribution of the net proceeds of a sale until such time as the installment payments are received.

We may fail to continue to qualify as a REIT, which would reduce the amount of any potential distributions.

While we do not presently intend to terminate our REIT status prior to the final distribution of our assets or the establishment of a liquidating trust or other liquidating entity, pursuant to the Plan of Liquidation, we may take actions that could result in such a loss of REIT status. To qualify as a REIT, we must satisfy various ongoing requirements relating to the nature of our gross assets and income, the timing and amount of distributions and the composition of our shareholders. There can be no assurance that we will be able to maintain our REIT qualification. We may encounter difficulties satisfying these requirements as part of the liquidation process. If we lose our REIT status, we would be taxable as a corporation for federal income tax purposes and would be liable for federal income taxes at the corporate rate with respect to our entire income from operations and from liquidating sales of our assets, including the Sale, for the taxable year in which our qualification as a REIT terminates and in any subsequent years, and we would not be entitled to a tax deduction for distributions that we make. We would also be subject to increased state and local taxes. As a result of these consequences, our failure to qualify as a REIT could substantially reduce the funds available for distribution to our shareholders.

The sale of properties may cause us to incur penalty taxes, fail to maintain our REIT status, or own and sell properties through taxable REIT subsidiaries (“TRSs”), each of which would reduce the amount available for distribution to our shareholders, and we may defer the sale of certain properties to mitigate such risks, which may delay and/or reduce the amount available for distribution to our shareholders.

The sale of one or more of our properties may be considered a prohibited transaction under the Internal Revenue Code of 1986, as amended (the “Tax Code”). Any “inventory-like” sales or dealer sales could be considered such a prohibited transaction. If we are deemed to have engaged in a “prohibited transaction” (i.e., sale of a property held by us primarily for sale in the ordinary course of our trade or business), all net gain that we derive from such sale would be subject to a 100% penalty tax. The Tax Code sets forth a safe harbor for REITs that wish to sell property without risking the imposition of the 100% penalty tax. The principal requirements of the safe harbor are that: (i) the REIT must hold the applicable property for not less than two years for the production of rental income prior to its sale; (ii) the aggregate expenditures made by the REIT, or any partner of the REIT, during the two-year period

preceding the date of sale which are includible in the basis of the property do not exceed 30% of the net selling price of the property; and (iii) property sales by the REIT during the particular tax year satisfy at least one of the following thresholds: (a) not more than seven sales during the year (treating the sale of multiple properties to the same buyer in a single transaction as a single sale for this purpose); (b) sales in the current year do not exceed 10% of the REIT’s assets as of the beginning of the year (as hereafter defined)measured by either fair market value or tax basis); or (c) sales in the current year do not exceed 20% of the REIT’s assets as of the beginning of the year, and sales over a three-year period do not exceed, on average, 10% per annum of the REIT’s assets, in each case as measured by either fair market value or tax basis. If a particular transaction does not satisfy all of the requirements of the foregoing safe harbor, it will not necessarily be treated as a prohibited transaction. Rather, in that case, the determination as to whether it is considered to be a dealer sale, and therefore a prohibited transaction, will instead be based upon an analysis of all of the relevant facts and circumstances.

In the event that we receive offers for sales of our properties that would cause us to fail to qualify for the safe harbor, the Board may decide to defer the sale of certain properties to a subsequent tax year to allow the Trust to meet the safe harbor described above. This deferral could reduce the amount or delay the timing of distributions to shareholders.

If we desire to sell a property pursuant to a transaction that does not satisfy the safe harbor, we could avoid the prohibited transaction tax if we hold and sell the property through a TRS. In that case, any gain would be taxable to the TRS at regular corporate income tax rates. We may decide to forgo the use of a TRS in a transaction that does not meet the safe harbor based our own internal analysis, or on the advice our tax advisors that the disposition should not be subject to the prohibited transaction tax. In cases where a property disposition is not effected through a TRS, the U.S. Internal Revenue Service (“IRS”) could assert that the disposition constitutes a prohibited transaction. If such an assertion were successful, all of the net gain from the sale of the property will be payable as a penalty tax which will have a negative impact on our cash flow and ability to make cash distributions.

As a REIT, the value of our ownership interests held in TRSs may not exceed 20% of the value of all of our assets at the end of any calendar quarter. If we determine it to be in our best interest to own a substantial number of our properties through one or more TRSs, then it is possible that the IRS could assert that the value of our interests in our TRSs exceeds 20% of the value of our total assets at the end of any calendar quarter and therefore cause us to fail to qualify as a REIT. We may delay the distribution to our shareholders of cash or other assets not held in a TRS in order to comply with this test. Additionally, as a REIT, generally no more than 25% of our gross income with respect to any year may be from sources other than real estate. Distributions paid to us from a TRS are considered to be non-real estate income. Therefore, we may fail to qualify as a REIT if distributions from all of our TRSs, when aggregated with all other non-real estate income with respect to any one year, are more than 25% of our gross income with respect to such year. Consequently, the amount available for distribution to our shareholders could be significantly reduced and distributions may be delayed.

Whether an asset is property held primarily for sale to customers in the ordinary course of a trade or business is a highly factual determination. We believe that all of our properties are held for investment and the production of rental income, and, given the aforementioned considerations, we expect to structure the sales of the Trust properties pursuant to the Plan of Liquidation to avoid the prohibited transactions tax. However, due to the anticipated sales volume and other factors, the contemplated sales may not qualify for the protective safe harbor. There can be no assurance that the IRS will not successfully assert that sales of our properties are prohibited transactions which are subject to the 100% tax.

Distributing interests in a liquidating trust or conversion of the Trust to another form of liquidating entity may cause you to recognize gain prior to the receipt of cash.

The REIT provisions of the Tax Code generally require that each year we distribute as dividends to our shareholders at least 90% of our REIT taxable income (determined without regard to the dividends paid deduction and by excluding any net capital gains). Our liquidating distributions generally will not qualify as deductible dividends for this purpose unless, among other things, we make such distributions within 24 months after the adoption of the Plan of Liquidation.

Conditions may arise which cause us not to be able to liquidate within such 24-month period. For instance, it may not be possible to sell our assets at acceptable prices during such period. In such event, rather than retain our assets and risk losing our status as a REIT, we may elect, for tax purposes, to transfer our remaining assets and liabilities to a liquidating trust or convert the Trust to a liquidating entity that is a limited liability company, partnership or a trust. In addition, the Board may cause the Trust to transfer its remaining assets and liabilities to a liquidating trust or to convert the Trust to another liquidating entity if the Board determines, in its discretion, that it is advantageous or appropriate to do so. Such a transfer or conversion would be treated as a distribution of our remaining assets to our shareholders, together with a contribution of the assets to the liquidating trust or other liquidating entity. As a result, you would recognize gain to the extent that your share of the cash and the net fair market value of any assets (less liabilities assumed) received or initially held by the liquidating trust or other liquidating entity was greater than your basis in your Shares, regardless of whether you contemporaneously receive a distribution of cash with which to satisfy any resulting tax liability, and the Trust may have withholding tax obligations with respect to foreign shareholders. See “Material United States Federal Income Tax Consequences—Tax Consequences of the Liquidating Trust.” In addition, it is possible that the fair market value of the assets received or initially held by the liquidating trust or other liquidating entity, as estimated for purposes of determining the extent of your gain at the time at which interests in the liquidating trust or other liquidating entity are distributed to the shareholders, will exceed the cash or fair market value of property received by the liquidating trust or other liquidating entity on a later sale of the assets. In this case, you could recognize a loss in a taxable year subsequent to the taxable year in which the gain was recognized, the deductibility of which may be limited under the Tax Code. The distribution to shareholders of interests in a liquidating trust or the conversion of the Trust to a liquidating entity may also cause ongoing adverse tax consequences (particularly to tax-exempt and foreign shareholders, which may be required to file U.S. tax returns with respect to their share of income generated by the liquidating trust or other liquidating entity).

The Trust may have insufficient cash to distribute all of its capital gains.

It is possible that we may not have sufficient cash after the satisfaction of our debt obligation to make liquidating distributions in excess of our taxable income. In that case, we would expect to be subject to corporate income tax (currently at a rate of 21%) on any retained earnings. We anticipate we will have sufficient cash to make distributions at least equal to our “real estate investment trust taxable income” (determined without regard to the dividends paid deduction and by excluding any net capital gains) but may not have sufficient cash to distribute all capital gains, and, as a result, any retained earnings will be subject to corporate tax. See “Material United States Federal Income Tax Consequences—Tax Consequences to the Trust” and “Material United States Federal Income Tax Consequences—Tax Consequences to U.S. Shareholders.”

Our entity value may be adversely affected by approval of the Plan of Liquidation.

Once our shareholders approve the Plan of Liquidation, we will be committed to winding-up our operations. This may adversely affect the value that a potential acquirer might place on us or our ability to sell the Trust as a whole. It may also preclude other possible courses of action not yet identified by the Board.

Unless purchasers assume certain of our mortgages, the sale of our properties pursuant to the Plan of Liquidation will trigger prepayment fees or defeasance charges on certain mortgages.

The sale of our properties pursuant to the Plan of Liquidation will trigger prepayment fees or defeasance charges on certain mortgages unless the purchasers assume (and/or are allowed to assume) the corresponding mortgage(s). We may be unsuccessful in negotiating the assumption of any underlying mortgages in the sale of any of our properties, which could negatively affect the amount of cash available for distribution pursuant to the Plan of Liquidation.

There can be no assurance that our adoption of the Plan of Liquidation will result in greater returns to you on your investment within a reasonable period of time than you would receive through other alternatives reasonably available to us at this time.

If our shareholders approve the Plan of Liquidation, you will no longer participate in any future earnings or growth of our assets or benefit from any increases in the value of our assets once such assets are sold. While the Board believes that a liquidation at this time will be more likely to provide you with a greater return on your investment

within a reasonable period of time than you would receive through other alternatives reasonably available to us at this time, such belief relies on certain assumptions and judgments concerning future events. Therefore, it is possible that continuing with the status quo or pursuing one or more of the other alternatives could provide you with a greater return within a reasonable period of time. In that case, we will be foregoing those opportunities if we implement the Plan of Liquidation. If the Plan of Liquidation is not approved by you and our other shareholders, the Board intends to evaluate our remaining strategic alternatives.

Other Risks Relating to the Proposals

The Trust will likely continue to incur the expenses of complying with public company reporting requirements.

Following the Sale and through our subsequent wind-up and liquidation, we will likely be required to continue to comply with the applicable reporting requirements of the Exchange Act, even if compliance with these reporting requirements is economically burdensome. To the extent such compliance is required, in order to curtail expenses, we may seek relief from the Securities and Exchange Commission (the “SEC”) from certain of the reporting requirements under the Exchange Act. We anticipate that, if such relief is granted, we would continue to file current reports on Form 8-K to disclose material events relating to our wind-up and liquidation, along with any other reports that the SEC might require, but would discontinue filing Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q.

Approval of the Sale and the Plan of Liquidation, and the actions and transactions contemplated thereby, may lead to shareholder litigation which could result in substantial costs and distract management.

Historically, extraordinary corporate actions such as the proposed Sale and Plan of Liquidation, and the actions and transactions contemplated thereby, sometimes lead to securities class action lawsuits being filed against the company taking such actions. We may become involved in this type of litigation as a result of the Sale Proposal and/or the Liquidation Proposal, which risk may be increased if our shareholders approve these proposals. As of the date of this proxy statement, no such lawsuits related to the Sale or the Plan of Liquidation, and the actions and transactions contemplated thereby, were pending or, to our knowledge, threatened. However, if such a lawsuit is filed against us, the litigation is likely to be expensive, and, even if we ultimately prevail, the process will divert our attention from implementing the Sale and following the closing thereof, our wind-up and liquidation. If we were not to prevail in such a lawsuit, we cannot predict the amount of any damages for which we may be obligated. However, if applicable, any such damages may be significant and may reduce the amounts available for final distributions to our shareholders.

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

The information in this proxy statement contains “forward-looking statements” within the meaning of the Federal Private Securities Litigation Reform Act of 1995. The Trust intends that such forward-looking statements be subject to the safe harbors created by Section 21E of the Exchange Act. Forward-looking statements are statements that do not relate strictly to historical or current facts, but reflect management’s current understandings, intentions, beliefs, plans, expectations, assumptions and/or predictions regarding the future of our business and its performance, the economy, and other future conditions and forecasts of future events and circumstances. When used in this proxy statement, the words “believe,” “expect,” “anticipate,” “intend,” “estimate,” “approximately,” “plan,” “continue,” “pro forma,” “may,” “will,” “seek,” “should” and “could,” or the negative of these words or similar words or phrases that are predictions of or indicate future events or trends and which do not relate solely to historical matters, are intended to identify forward-looking statements. You can also identify forward-looking statements by discussions of strategy, plans or intentions of management. Although we believe that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, actual results could differ materially from those set forth in the forward-looking statements due to a variety of risks, uncertainties and other factors. We do not guarantee that the transactions and events described will happen as described (or that they will happen at all). Some factors that might cause such a difference include, but are not limited to, government regulation, economic, strategic, political and social conditions, and the various other risks described in this proxy statement under the section entitled “Risk Factors” beginning on page 18, as well as those set forth in our other SEC filings incorporated by reference herein. Given these uncertainties, you are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date they were made. While forward-looking statements reflect our good faith

beliefs, they are not guarantees of future performance. We disclaim any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes, except as required by law.

SPECIAL MEETING IN LIEU OF AN ANNUAL MEETING OF THE SHAREHOLDERS OF FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY

When and Where the Special Meeting Will Be Held

A special meeting in lieu of an annual meeting of the shareholders of the Trust will be held at our principal executive offices located at 505 Main Street, Hackensack, New Jersey 07601, on [●], 2020, at [7:00 p.m.] Eastern Time.

What Will Be Voted Upon

The purpose of the special meeting is to consider and vote upon the following proposals:

The Board does not currently intend to bring any business before the special meeting other than the specific proposals set forth above and specified in the notice of the special meeting in lieu of an annual meeting, and is not aware of any other matters that are to be brought before the special meeting. If any other business properly comes before the special meeting, it is the intention of the persons named in the enclosed form of proxy to vote the Shares represented thereby as the Board may recommend.

The matters to be considered at the special meeting are of great importance to the holders of Shares. Accordingly, we urge you to read and carefully consider the information presented in this proxy statement and the annexes attached to this proxy statement, and to complete, date, sign and promptly return the enclosed proxy card in the enclosed postage-paid envelope, or by telephone or the Internet pursuant to the instructions on the enclosed proxy card.

The Board’s Recommendation

The Board, based in part on the unanimous recommendation of the Special Committee in respect of the Sale Proposal and the Liquidation Proposal, has unanimously approved the Purchase Agreement, the Plan of Liquidation and the actions and transactions contemplated thereby and recommends that you voteFOR the Sale Proposal,FOR the Liquidation Proposal,FOR the election of each of the nominees for trustee pursuant to the Trustee Election Proposal,FOR the Executive Compensation Proposal,FOR the Auditor Appointment Proposal andFOR the Adjournment Proposal.

Which Shareholders May Vote

The Board has fixed the close of business on [●], 2020 as the record date for determining the holders of Shares that are entitled to receive notice of the special meeting and to vote their Shares at the special meeting and any adjournment or postponement of the special meeting. Only Trust shareholders of record at the close of business on

the record date will be entitled to notice of, and to vote at, the special meeting and any adjournment or postponement of the special meeting. Each outstanding Share is entitled to one vote on each of the proposals set forth in this proxy statement.

In addition, in connection with entering into the Purchase Agreement, each of our trustees entered into a voting agreement with the Purchaser pursuant to which each trustee, in his capacity as a shareholder of the Trust, agreed to vote the Shares over which he has voting control (i) in favor of the Sale Proposal and (ii) against any proposal contemplating an alternative transaction and any action, agreement or transaction that would reasonably be expected to materially impede, interfere with, delay or postpone the closing of the Sale, which Shares represent approximately 12.4% of the issued and outstanding Shares as of the record date.

At the close of business on the record date, there were issued and outstanding [●] Shares.

How Do the Trust Shareholders Vote

The proxy card accompanying this proxy statement is solicited on behalf of the Board for use at the special meeting. Our shareholders are requested to complete, date and sign the accompanying proxy card and promptly return it in the accompanying pre-addressed, postage-paid envelope. Our shareholders can also submit their proxy by telephone or the Internet pursuant to the instructions set forth on the enclosed proxy card. All proxies that are properly executed and returned, or submitted by telephone or the Internet, and that are not revoked, will be voted at the special meeting in accordance with the instructions indicated thereon. Executed or submitted but unmarked proxies will be votedFOR approval of the Sale Proposal, the Liquidation Proposal, the election of each of the nominees for trustee pursuant to the Trustee Election Proposal,the Executive Compensation Proposal,the Auditor Appointment Proposal and the Adjournment Proposal.

Quorum and Vote Required to Approve Each Proposal

The presence at the special meeting, in person or by proxy, of the holders of a majority of the Shares outstanding as of the record date for the special meeting will be necessary to constitute a quorum. On the record date, there were [●] Shares outstanding and entitled to vote. Accordingly, [●] Shares must be represented at the special meeting in person or by proxy to constitute a quorum.

Approval of each of the Sale Proposal, the Liquidation Proposal,the Executive Compensation Proposal andthe Auditor Appointment Proposal will require the affirmative vote of a majority of the votes cast at the special meeting assuming a quorum is present. Approval of the Adjournment Proposal will require the affirmative vote of a majority of the votes cast at the special meeting, whether or not a quorum is present. A plurality of the votes cast at the Annual Meetingspecial meeting by holders of Shares present in person or represented by proxy and entitled to vote is required to approve a time interval under Item 3 for the frequencyelect each of the votenominees for trustee pursuant to approve an advisory resolution approving the compensation of the Executive Officers.Trustee Election Proposal.

All votes will be tabulated by theAbstentions; Broker Non-Votes

The inspector of election appointedat the special meeting will treat abstentions and Shares represented by proxies that reflect abstentions as Shares that are present and entitled to vote for the Annual Meetingpurpose of determining the presence of a quorum. An abstention will have no effect on the Sale Proposal, the Liquidation Proposal, the Trustee Election Proposal,the Executive Compensation Proposal,the Auditor Appointment Proposal or the Adjournment Proposal.

Brokers who hold Shares in street name for customers have the authority to vote on “routine” proposals when they have not received instructions from beneficial owners. However, brokers are precluded from exercising their voting discretion with respect to approval of non-routine matters, such as the approval of the Sale Proposal, the Liquidation Proposal, the Trustee Election Proposaland the Executive Compensation Proposal, and, as a result, absent specific instructions from the beneficial owner of such Shares, brokers will separately tabulate (i) affirmative votes, authority withheld and not vote those Shares on the Sale Proposal, the Liquidation Proposal, the Trustee Election Proposal orthe Executive Compensation Proposal,. This is referred to as a “broker non-vote.” Broker non-votes will be considered as “present” for purposes of determining a quorum. Broker non-votes will have no effect on the Sale Proposal, the Liquidation Proposal, the Trustee Election Proposal,the Executive Compensation Proposal,the Auditor Appointment Proposal or the Adjournment Proposal. Your

broker non-votes with regardwill send you information to instruct it on how to vote on your behalf. If you do not receive a voting instruction card from your broker, please contact your broker promptly to obtain the voting instruction card. Your vote is important to the electionsuccess of Trustees under Item 1; (ii) affirmative votes, negative votes, abstentionsthe proposals at the special meeting. We encourage all holders of Shares whose Shares are held in street name to provide their brokers with instructions on how to vote their Shares at the special meeting.

Revocability of Proxies

Shareholders of record who execute proxies may revoke them by giving written notice to, or by signing and broker non-votes with regarddelivering a new, valid proxy bearing a later date to, the vote to approveBoard at any time before such proxies are voted. Shareholders that submit a proxy by telephone or the advisory resolution approvingInternet can revoke such proxy by submitting another proxy by telephone or the compensationInternet at any time before such proxy is voted at the special meeting. Attendance at the special meeting will not have the effect of revoking a proxy unless the shareholder attending the special meeting notifies the Trust, in writing, of the Executive Officers under Item 2; and (iii) affirmative votes for eachrevocation of the one-year, two-year and three-yearproxy at any time intervals, abstentions and broker non-votesprior to determine the frequencyvoting of the voteShares represented by the proxy at the special meeting. If a shareholder’s Shares are held in “street name,” the shareholder must contact its broker, bank or other nominee to approve an advisory resolution approvingchange its vote.

Solicitation of Proxies and Expenses of Solicitation

The Trust will bear the compensationcosts of printing, filing and mailing this proxy statement and will pay for the Executive Officers under Item 3. Anyentire cost of soliciting proxies and holding the special meeting. In addition to mailed proxy submittedmaterials, our trustees and containing any abstentionexecutive officers may also solicit proxies in person, by phone or a broker non-voteby other means of communication. Our trustees and executive officers will not be countedpaid any additional compensation for soliciting proxies. We have also hired Georgeson to assist in the proxy solicitation process, and may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.

Assistance

If you have any questions about the Sale Proposal, the Liquidation Proposal, the Trustee Election Proposal,the Executive Compensation Proposal,the Auditor Appointment Proposal or the Adjournment Proposal or how to submit your proxy, or if you need additional copies of this proxy statement or the enclosed proxy card or voting instructions, you should contact:

First Real Estate Investment Trust of New Jersey
505 Main Street
Hackensack, New Jersey 07601
(201) 488-6400
Attention: Investor Relations

or

1290 Avenue of the Americas, 9th Floor
New York, NY 10104
Shareholders, Banks and Brokers
Call Toll Free: 866-767-8867

PROPOSAL ONE—THE SALE PROPOSAL

The following is a description of the material aspects of the Sale, including the Purchase Agreement. While we believe the following description covers the material terms of the Sale and the Purchase Agreement, the description may not contain all of the information that is important to you. We encourage you to read carefully this proxy statement in its entirety, including the Purchase Agreement attached to this proxy statement as Annex A, for a vote castmore complete understanding of the Sale.

Background of the Sale

The Trust acquires, develops, constructs and holds real estate properties for long-term investment and not for resale, with a long-range investment policy to review and evaluate potential real estate investment opportunities for acquisition that it believes will (i) complement its existing investment portfolio, (ii) generate increased income and distributions to its shareholders, and (iii) increase the overall value of the portfolio. While the Trust’s general investment policy is to hold and maintain properties for the long-term, the Trust does, from time to time, evaluate different strategies for improving its competitive position and enhancing shareholder value. As part of these evaluations, the Trust has considered various strategic alternatives in pursuing its business plan, including acquisitions, mergers, divestitures, joint ventures, collaborations and business combinations.

On March 4, 2019 the Board established the Special Committee for the purpose of exploring potential strategic alternatives involving the Trust, including, without limitation, a potential sale of the Trust, a business combination involving the Trust or other alternatives for maximizing shareholder value. Ronald J. Artinian, Richard J. Aslanian, David F. McBride and Justin F. Meng were designated by the Board as the members of the Special Committee.

In furtherance of the foregoing, on March 5, 2019 the Special Committee held a meeting pursuant to which Mr. Meng was designated as the Chairman of the Special Committee, and Paul, Weiss, Rifkind, Wharton & Garrison LLP (referred to herein as “Paul Weiss”) and Lowenstein Sandler LLP were engaged as independent legal counsel to the Special Committee. At that meeting, representatives of Paul Weiss informed the members of the Special Committee of their confidentiality obligations and their need to confirm each member’s independence, and reviewed certain legal and process issues associated with the Special Committee’s evaluation and review of, and potential negotiation and recommendations to the Board with respect to, potential strategic transactions involving the Trust, including reviewing with the members of the Special Committee their fiduciary duties. Following such discussion, the Special Committee determined that each member was “independent” and that no conflicts then-existed that would preclude any of them from serving on the Special Committee. The Special Committee then discussed retaining a financial advisor. Three separate financial advisors, including HFF, were considered. A discussion then ensued regarding HFF’s qualifications to serve as financial advisor to the Trust, including its expertise in advising public companies in connection with the review of strategic alternatives, the experience of the HFF team, and the independence of HFF from the Trust and Hekemian & Co. based on prior engagements between HFF, on the one hand, and the Trust and/or Hekemian & Co., on the other hand. It was determined that, subject to receipt of certain confirmatory due diligence on those prior engagements, HFF’s prior engagements with the Trust and Hekemian & Co. would likely not affect HFF’s independence from the Trust and Hekemian & Co. in its engagement by the Committee. Lastly, the Special Committee discussed the potential fee that would be payable to HFF if it were to serve as financial advisor to the Special Committee. After discussion and consideration of the qualifications of two other investment banks that members of the Special Committee had previously interviewed, the Special Committee instructed the Chairman of the Special Committee to engage in discussions with HFF regarding the terms of the Trust’s engagement of HFF to serve as financial advisor to the Special Committee.

Between March 5, 2019 and March 27, 2019, the Chairman of the Special Committee negotiated the terms of HFF’s engagement on behalf of the Special Committee, regularly updating the members of the Special Committee on such progress (including at a March 7, 2019 meeting of the Special Committee). On March 27, 2019, HFF was formally engaged by the Special Committee. After formally engaging HFF, it was determined that HFF would spend time conducting due diligence on the Trust and preparing a presentation for the Special Committee with respect to potential strategic alternatives.

On April 11, 2019, representatives of HFF gave a presentation to the Special Committee outlining a variety of potential strategic alternatives involving the Trust, including continuing a standalone strategy. As part of the

presentation, representatives of HFF provided a general overview of recent transaction activity and trends in the applicable markets, identified various parties that would potentially be interested in engaging in a strategic transaction involving the Trust and provided an overview of potential next steps, including an illustrative timeline. After discussion among the members of the Special Committee and consultation with representatives of HFF and Paul Weiss, the Special Committee authorized HFF to reach out to potential interested parties in a manner consistent with that outlined in HFF’s presentation.

During the remainder of April 2019 and through May 2019, the Trust, with assistance from its and the Special Committee’s advisors (including HFF), began preparations for the launch of the formal process to explore strategic alternatives. In particular, the Trust’s management, with assistance from its and the Special Committee’s advisors (including HFF), built-out an electronic data site containing information about the Trust and its assets and operations and to which interested parties would be given access. Also during this period, members of management, HFF, Paul Weiss, the Trust’s accountant and the Chairman of the Special Committee had various calls to discuss various considerations related to taxes, joint venture interests and/or potential liquidation.

On May 30, 2019, HFF, at the Special Committee’s direction, commenced the formal outreach process, initiating calls to a number of potentially interested parties. During June and July 2019, HFF contacted 108 potentially interested parties, including the Purchaser. Of the 108 parties contacted, 30 of them, including the Purchaser on July 11, 2019, entered into a confidentiality agreement and were given access to an electronic data site containing detailed information about the Trust and its assets, including relevant legal documentation with respect to the electionTrust and its assets. Each of Trusteesthe confidentiality agreements entered into included a customary standstill provision, but permitted confidential acquisition proposals to be made to the Special Committee. Also during this period, property tours were conducted by certain of the interested parties and one of the interested parties participated in a management meeting. The Chairman of the Special Committee and a senior member of management also made themselves available to such interested parties to address their questions.

On June 3, 2019, representatives of HFF provided an update to the Special Committee and Paul Weiss on the outreach process to date and the work done to date by the Trust’s and the Special Committee’s various advisors in reviewing potential transaction structures to maximize shareholder value, including a plan of liquidation.

On July 11, 2019, at the request of the Special Committee, HFF provided a process update to the full Board, including a summary review of the responses received to date from potential interested parties that HFF contacted.

On July 15, 2019, HFF posted a process letter to the electronic data site setting a date of August 15, 2019 for receipt of initial indications of interest.

On August 1, 2019, at the request of the Special Committee, HFF provided a process update to the full Board as well as an update on the further work done to date, at the direction of the Special Committee, by the Trust’s and the Special Committee’s various advisors, with assistance from management, on an illustrative liquidation framework. The various tax considerations for the Special Committee to consider in connection with evaluating various strategic alternatives, including liquidation, were reviewed with the Special Committee by its advisors.

On and around August 15, 2019, HFF received 13 non-binding indications of interest from 11 interested parties, including two separate non-binding indications of interest from the Purchaser: one for all assets of the Trust and one for the Trust’s “multi-family” residential properties (excluding the Icon, the residential portion of the Rotunda property located in Baltimore, Maryland) – i.e., the Sale Properties. The non-binding indications of interest received were divided into three types of proposal: (i) a whole company transaction (either a sale of substantially all of the Trust’s properties or the acquisition of all or substantially all of its outstanding shares), (ii) a transaction involving the purchase of a group of related properties (e.g., the “multi-family” residential properties) and (iii) a transaction involving the purchase of one, two or three individual properties.

The Purchaser and Parties A, B, C and D each submitted a non-binding indication of interest for a whole company transaction, none of which were deemed acceptable by the Special Committee. The Purchaser and Parties B, E, F and G each submitted a non-binding indication of interest for the “multi-family” residential properties of the Trust (excluding the Icon), which ranged in value from a proposed $260 million purchase price for 100% of those properties (including all of the joint venture interests in the properties not wholly-owned by the Trust), as proposed

by the Purchaser, to a $222 million purchase price for 100% of the same properties. In addition, HFF received three non-binding indications of interest from Parties H, I and J for certain specified properties of the Trust.

On August 22, 2019, the Special Committee held a meeting attended by representatives of both HFF and Paul Weiss. At the meeting, representatives of HFF provided a summary of the non-binding indications of interest received. The Special Committee reviewed and discussed the non-binding indications of interest, including the different transaction structures and considerations proposed (including the advantages and disadvantages of each), each party’s financial ability to complete a transaction and each party’s expected timing for completing due diligence and finalizing definitive agreements. The Special Committee also discussed next steps and the possibility of approving a plan of liquidation (either alone or in connection with another transaction). Following an extensive discussion of the process to date and the potential for improving the various non-binding indications of interest received, the Special Committee authorized HFF to reach out to those parties who had submitted non-binding indications of interest with a view to improving such indications of interest and to continue to market various potential transactions to additional potentially interested parties.

During the remainder of August 2019 and through the middle of October 2019, HFF held various discussions with potentially interested parties, including a number of the parties that previously submitted non-binding indications of interest, in respect of potential strategic transactions involving the Trust.

On October 1, 2019, HFF posted a process letter to the electronic data site setting a date of October 16, 2019 for receipt of second round indications of interest. Also on October 1, 2019, representatives of the Purchaser conducted property tours of five of the Trust’s properties in New Jersey.

HFF received six non-binding indications of interest from six interested parties for the second round of the process. The second round non-binding indications of interest received were again divided into three types of proposal: (i) a whole company transaction (either a sale of substantially all of the Trust’s properties or the acquisition of all or substantially all of its outstanding shares), (ii) a transaction involving the purchase of a group of related properties (e.g., the “multi-family” residential properties) and (iii) a transaction involving the purchase of one, two or three individual properties.

In the second round, the Purchaser submitted only one non-binding indication of interest: for the Sale Properties. The non-binding indication of interest from the Purchaser for the Sale Properties proposed an increased $265 million purchase price (up from $260 million) for 100% of the Sale Properties. Party F also submitted a non-binding indication of interest for the Sale Properties with an indicative purchase price lower than the $265 million purchase price proposed by the Purchaser.

HFF also received non-binding indications of interest from Party B (for $20-21 per share) and Party K (for $20.50 per share) for all of the outstanding shares of the Trust and revised non-binding indications of interest from Parties H and J for certain specified properties of the Trust. Parties A, C, D, E, G and I each declined to submit a non-binding indication of interest for the second round.

On October 14, 2019, representatives of the Purchaser conducted a property tour of the Trust’s Rotunda property located in Baltimore, Maryland.

On October 21, 2019, the Special Committee held a meeting attended by representatives of both HFF and Paul Weiss. As a preliminary matter, a representative of HFF provided a general overview of recent activity and trends in the applicable markets as well as the overall transaction process and the potential interested parties that had been in contact with HFF regarding a potential transaction involving the Trust. Representatives of HFF then provided a summary of the non-binding indications of interest received. The Special Committee reviewed the non-binding indications of interest (including the different transaction structures and considerations proposed), each party’s financial ability to complete a transaction and each party’s expected timing for completing due diligence and finalizing definitive agreements. The Special Committee also discussed the possible tax implications of the different forms of potential transactions and whether a plan of liquidation would be recommended in connection with any such transaction.

On October 30, 2019, representatives of HFF, at the direction of the Special Committee, had in-person meetings with representatives of the Purchaser to discuss transaction price and structure, including the Trust’s position that, unlike in typical real estate transactions, there would be no due diligence out or financing contingency. At this meeting, a representative of the Purchaser also verbally increased their indicative purchase price to $267 million (from $265 million).

On November 1, 2019, representatives of HFF, at the direction of the Special Committee, had in-person meetings with representatives of Party F to discuss transaction price, structure and certainty. At this meeting, a representative of Party F also verbally increased their indicative purchase price to $265 million.

On November 7, 2019, representatives of HFF had a telephonic meeting with representatives of the Purchaser to agree on the general framework for the proposed transaction.

On November 11, 2019, a representative of the Purchaser provided HFF with a due diligence request list.

From November 15 through 22, 2019, representatives of the Purchaser conducted site visits of the Sale Properties.

On November 19, 2019, a representative of Paul Weiss provided a draft of the purchase and sale agreement to Brach Eichler LLC, counsel for the Purchaser (referred to herein as “Brach Eichler”).

On November 25, 2019, representatives of Paul Weiss had a telephonic meeting with representatives of Brach Eichler regarding various real estate-related provisions in the draft purchase and sale agreement and, on November 26, 2019, received an email from a representative of Brach Eichler with supplemental comments to the draft purchase and sale agreement as to real estate provisions. Among the more material issues identified were the size of the Purchaser’s deposit (a representative of the Purchaser proposed $5 million, which was unacceptable to the Special Committee), the Trust’s ability to seek specific performance to cause the closing to occur, indemnification-related matters (e.g., survival periods and amounts) and the process and costs associated with assuming the loans encumbering Berdan Court and Pierre Towers.

On November 27, 2019, representatives of Paul Weiss had a telephonic meeting with representatives of the Purchaser and representatives of Brach Eichler regarding various corporate / M&A-related provisions in the draft purchase and sale agreement and, following such discussion, received a markup from a representative of Brach Eichler of the draft purchase and sale agreement as to certain corporate / M&A-related provisions. Among the more material issues identified were the size of the seller termination fee (with an initial proposal by a representative of Brach Eichler of 5% of the purchase price) and the circumstances in which that fee would be payable. A representative of Brach Eichler also noted on the call (and subsequently included in the markup of the draft purchase and sale agreement) that the Purchaser expected that each of the trustees of the Trust would enter into a voting agreement in support of any transaction with the Purchaser.

Later on November 27, 2019, representatives of Paul Weiss had a telephonic meeting with representatives of HFF and representatives of the Trust to review Brach Eichler’s issues with, and comments to, the draft purchase and sale agreement.

On December 2, 2019, representatives of Paul Weiss had a telephonic meeting with representatives of Brach Eichler regarding certain provisions of the draft purchase and sale agreement, including the amount and form of the Purchaser’s deposit, the Trust’s ability to seek specific performance to cause the closing to occur, indemnification-related matters (e.g., survival periods and amounts) and the process and costs associated with assuming the loans encumbering Berdan Court and Pierre Towers.

On December 3 and 6, 2019, representatives of HFF had telephonic meetings with representatives of the Purchaser regarding certain key deal terms, including the amount and form of the Purchaser’s deposit, the amount and circumstances under Item 1,which the seller termination fee would be payable, the Trust’s ability to seek specific performance to cause the closing to occur and the process and costs associated with assuming the loans associated with Berdan Court and Pierre Towers.

On December 3, 2019, the Chairman of the Special Committee had an initial discussion with a representative of Hekemian & Co. related to proposed amendments to the management agreement between the Trust and Hekemian & Co. in connection with the potential plan of voluntary liquidation.

On December 8, 2019, a representative of HFF distributed to representatives of the Purchaser a material issues list to the draft purchase and sale agreement, in preparation for the meeting scheduled to take place at the Kushner offices on December 9, 2019.

On December 9, 2019, the Chairman of the Special Committee, representatives of HFF and representatives of Paul Weiss attended a meeting at the Kushner offices with representatives of the Purchaser and representatives of Brach Eichler (by telephone). During the meeting, the parties discussed, among other things, the amount and form of the Purchaser’s deposit, the amount and circumstances under which the seller termination fee would be payable, the Trust’s ability to seek specific performance to cause the closing to occur, the process and costs associated with assuming the loans encumbering Berdan Court and Pierre Towers and transaction timing.

On December 10, 2019, representatives of HFF had telephonic meetings with representatives of the Purchaser and again discussed, among other things, the amount and form of the Purchaser’s deposit.

On December 11, 2019, the Chairman of the Special Committee, representatives of HFF and representatives of Paul Weiss attended a meeting at the offices of the Purchaser with representatives of the Purchaser and representatives of Brach Eichler (by telephone). During the meeting, the parties again discussed the amount and form of the Purchaser’s deposit (in particular, representatives of the Trust indicated that the full amount of the deposit would need to be escrowed or covered by a letter of credit), the amount and circumstances under which the seller termination fee would be payable, the Trust’s ability to seek specific performance to cause the closing to occur, the process and costs associated with assuming the loans encumbering Berdan Court and Pierre Towers, and transaction timing. During the course of the meeting, the parties agreed that the Purchaser would be entitled to a reduced seller termination fee of $3.5 million and to reimbursement of the Purchaser for expenses up to $2 million in the aggregate in the event that the purchase and sale agreement is terminated in certain circumstances. In addition, the parties agreed to split the loan assumption fees (subject to a cap).

On December 13, 2019, a representative of HFF called a representative of the Purchaser to again discuss the amount and form of the Purchaser’s deposit to be delivered at signing.

On December 15, 2019, a representative of the Purchaser sent an email to representatives of HFF, agreeing to a $15 million letter of credit for the Purchaser’s deposit to be delivered at signing.

On December 16, 2019, a representative of Paul Weiss distributed to representatives of Brach Eichler a revised draft of the purchase and sale agreement, which, among other things, incorporated those positions agreed to through such date, including the seller termination fee of $3.5 million, reimbursement of the Purchaser for up to $2 million in expenses and a $15 million letter of credit for the Purchaser’s deposit to be delivered at signing.

On December 16, 2019, a representative of Brach Eichler distributed to representatives of Paul Weiss a draft of the letter of credit contemplated by the purchase and sale agreement.

On December 17, 2019, representatives of Paul Weiss participated in a telephonic meeting with representatives of Brach Eichler regarding open legal points in the draft purchase and sale agreement, including, among other things, the loan assumption process and associated costs.

On December 19, 2019, a representative of Paul Weiss distributed a draft of the voting agreement contemplated by the purchase and sale agreement to representatives of Brach Eichler.

On December 23, 2019, a representative of Paul Weiss distributed a revised draft of the purchase and sale agreement to representatives of Brach Eichler, which, among other things, incorporated the positions agreed to through such date.

On December 24, 2019, representatives of Paul Weiss participated in a telephonic meeting with representatives of Brach Eichler regarding open legal points in the draft purchase and sale agreement, including, among other things, the loan assumption process and associated costs.

During the period between December 24, 2019 and January 6, 2020, representatives of HFF and representatives of Paul Weiss participated in a number of telephonic meetings with representatives of the Purchaser and representatives of Brach Eichler regarding various business and legal points, including, among other things, the loan assumption process and associated costs.

On January 2, 2020, a representative of Paul Weiss distributed to representatives of Brach Eichler a revised draft of the voting agreement contemplated by the purchase and sale agreement.

On January 7, 2020, the Chairman of the Special Committee, representatives of HFF and representatives of Paul Weiss attended a meeting at the offices of HFF with representatives of the Purchaser and representatives of Brach Eichler regarding various business and legal points, including, among other things, a proposed reduction in purchase price of $2.1 million associated with certain capital expenditures, certain title-related due diligence issues, the loan assumption process, indemnification-related matters (e.g., deductibles and amounts) and the circumstances under which the seller termination fee would be payable.

On January 8, 2020, a representative of Paul Weiss distributed a revised draft of the purchase and sale agreement to all parties, which, among other things, incorporated the positions agreed to since the last draft distributed by a representative of Paul Weiss on December 23, 2019, including those positions agreed to during the January 7, 2020 meeting at the offices of HFF, which did not include, however, agreement with respect to the Purchaser’s proposed reduction in purchase price of $2.1 million associated with certain capital expenditures.

On January 8 and 9, 2019, the Chairman of the Special Committee had various discussions with representatives of Hekemian & Co. related to proposed amendments to the management agreement between the Trust and Hekemian & Co. in connection with the potential plan of voluntary liquidation, providing, among other things, that upon the closing of any sale or other disposition of the Trust’s entire direct or indirect interest in each real property owned directly or indirectly, in whole or in part, by the Trust, the management agreement will automatically terminate and be of no further force or effect with respect to such property and the Trust will pay to Hekemian & Co. any and all commissions and fees for management services and reimbursement required to be paid by the Trust in respect of the applicable property up to the termination date, plus a termination fee in respect of such property. The amendment to the management agreement is more fully described in “—Transactions with Hekemian & Co.” beginning on page 38 of this proxy statement.

On January 9, 2020, the Special Committee held a meeting attended by representatives of HFF and Paul Weiss. At the meeting, representatives of HFF updated the Special Committee on the status of negotiations with the Purchaser and presented to the Special Committee HFF’s financial analyses of the consideration to be received by the Trust in the proposed transaction with the Purchaser and, per management’s projections, the plan of voluntary liquidation. In addition, representatives of Paul Weiss discussed with the Special Committee (i) the current drafts of the purchase and sale agreement, the plan of voluntary liquidation and the amendment to the management agreement between the Trust and Hekemian & Co., and (ii) their fiduciary duties in connection with evaluating a potential transaction with the Purchaser, approving a plan of voluntary liquidation and entering into the amendment to the management agreement. Representatives of HFF and Paul Weiss also noted to the Special Committee that there remained a handful of remaining open points in their negotiations with the Purchaser, including a proposed reduction in purchase price associated with certain capital expenditures. The Special Committee then directed the Chairman of the Special Committee and representatives of HFF and Paul Weiss to continue negotiating with representatives of the Purchaser to finalize the draft purchase and sale agreement.

On January 9, 2020, following the meeting of the Special Committee, the Board held a special meeting attended by representatives of Hekemian & Co., Giordano, Halleran & Ciesla, HFF and Paul Weiss as guests of the Board. At the meeting, representatives of HFF updated the Board on the status of negotiations with the Purchaser and presented to the Board HFF’s financial analyses of the consideration to be received by the Trust in the proposed transaction with the Purchaser and, per management’s projections, the plan of voluntary liquidation. In addition, representatives of Paul Weiss discussed with the Board the current drafts of the purchase and sale agreement, the

plan of voluntary liquidation and the amendment to the management agreement between the Trust and Hekemian & Co. Following such discussion, a representative of Giordano, Halleran & Ciesla discussed with the members of the Board their fiduciary duties in connection with evaluating a potential transaction with the Purchaser, approving a plan of voluntary liquidation and entering into the amendment to the management agreement.

From January 9, 2019 through January 14, 2019, the Chairman of the Special Committee and representatives of HFF and Paul Weiss continued to negotiate with representatives of the Purchaser and Brach Eichler to finalize the draft purchase and sale agreement and related transaction documents. On January 14, 2019, the parties agreed to a $500,000 purchase price reduction to $266,500,000 for certain capital expenditures.

In the evening on January 14, 2019, the Special Committee held a meeting attended by representatives of HFF and Paul Weiss. At the meeting, representatives of HFF (a) updated the Special Committee on the status of negotiations with the Purchaser and (b) presented to the Special Committee HFF’s financial analyses of the consideration to be received by the Trust in the proposed transaction with the Purchaser and, per management’s projections, the plan of voluntary liquidation and rendered its oral opinions, which HFF subsequently confirmed by the delivery of an opinion letter dated January 14, 2019, to the effect that, as of that date and based upon and subject to certain assumptions, factors and qualifications set forth in the opinion letter, (i) the consideration to be paid to the Trust (including the portion of the consideration to be paid by purchaser with respect to each co-owned property) in the purchase and sale agreement is fair, from a financial point of view, to the Trust and (ii) the Trust’s estimated range of expected per share aggregate liquidating distributions is reasonable from a financial point of view. HFF’s financial analysis and opinions are more fully described in “—Opinions of Financial Advisor” beginning on page 39 of this proxy statement. In addition, representatives of Paul Weiss discussed with the Special Committee (x) the proposed execution versions of the purchase and sale agreement, including the revisions agreed to in the purchase and sale agreement since the prior meeting of the Special Committee on January 9, 2019 (including a $500,000 purchase price reduction to $266,500,000 for certain capital expenditures), the plan of voluntary liquidation and the amendment to the management agreement between the Trust and Hekemian & Co. and (y) their fiduciary duties in connection with evaluating a potential transaction with the Purchaser, a plan of voluntary liquidation and the amendment to the management agreement and recommending to the Board each of those actions. The Special Committee then unanimously (A) determined that it is advisable and in the best interests of the Trust and the shareholders of the Trust that the Trust enter into the purchase and sale agreement, the plan of voluntary liquidation and the amendment to the management agreement, and consummate the transactions contemplated thereby, and (B) recommended to the Board that (1) the Trust enter into the purchase and sale agreement, the plan of voluntary liquidation and the amendment to the management agreement, (2) the Board approve and declare advisable the purchase and sale agreement, the plan of voluntary liquidation and the amendment to the management agreement and the consummation of the transactions contemplated thereby and (3) the Board submit the purchase and sale agreement and the plan of voluntary liquidation to the shareholders of the Trust for their approval and, in connection therewith, that the Board recommend to the shareholders of the Trust entitled to vote that they vote in favor of the approval of the advisory resolution under Item 2,purchase and sale agreement and the plan of voluntary liquidation.

In the evening on January 14, 2019, following the meeting of the Special Committee, the Board held a special meeting attended by representatives of Hekemian & Co., Giordano, Halleran & Ciesla, HFF and Paul Weiss as guests of the Board. At the meeting, representatives of HFF updated the Board on the status of negotiations with the Purchaser, presented to the Board HFF’s financial analyses of the consideration to be received by the Trust in the proposed transaction with the Purchaser and, per management’s projections, the plan of voluntary liquidation and noted to the Board that it would be able to rely on the opinions it gave to the Special Committee as to the fairness of the consideration to be paid to the Trust and the reasonableness of the Trust’s estimated range of expected per share aggregate liquidating distributions. In addition, representatives of Paul Weiss discussed with the Board the proposed execution versions of the purchase and sale agreement, including the revisions agreed to in the purchase and sale agreement since the prior meeting of the Board on January 9, 2019 (including a $500,000 purchase price reduction to $266,500,000 for certain capital expenditures), the plan of voluntary liquidation and the amendment to the management agreement between the Trust and Hekemian & Co. Following such discussion, a representative of Giordano, Halleran & Ciesla discussed with the members of the Board their fiduciary duties in connection with evaluating a potential transaction with the Purchaser, approving a plan of voluntary liquidation and entering into the amendment to the management agreement. The Board then, consistent with the recommendation of the Special Committee, unanimously (except in respect of the amendment to the management agreement, for which Messrs. Robert Hekemian, Jr. and David Hekemian abstained from voting) (a) determined that it is advisable and in the best

interests of the Trust and the shareholders of the Trust that the Trust enter into the purchase and sale agreement, the plan of voluntary liquidation and the amendment to the management agreement, and consummate the transactions contemplated thereby, (b) approved the Trust’s entry into the purchase and sale agreement, the plan of voluntary liquidation and the amendment to the management agreement, (c) resolved to submit the purchase and sale agreement and the plan of voluntary liquidation to the shareholders of the Trust for their approval and, in connection therewith, to recommend to the shareholders of the Trust entitled to vote that they vote in favor of anythe approval of the three time intervals under Item 3,purchase and sale agreement and the plan of voluntary liquidation.

In the evening on January 14, 2019, following the special meeting of the Board, (i) the Trust and the other parties thereto executed the Purchase Agreement, (ii) the Trustees and the other signatories thereto executed the voting agreement, and (iii) the Trust and Hekemian & Co. executed the First Amendment.

Before the opening of trading on January 15, 2019, the Trust issued a press release announcing the execution of the Purchase Agreement and the approval of Plan of Liquidation.

Recommendation of the Board and Reasons for the Sale

At a special meeting of the Board, held on January 14, 2020, the Board, after careful review of the terms of the Purchase Agreement, facts and circumstances relating to the Sale and the unanimous recommendation of the Special Committee, and after consultation with management and our and the Special Committee’s advisors, unanimously approved and declared advisable the Purchase Agreement and the transactions contemplated thereby (including the Sale), determined that it was in the best interests of the Trust and its shareholders that the Trust enter into the Purchase Agreement and consummate the transactions contemplated by the Purchase Agreement on the terms and subject to the conditions set forth in the Purchase Agreement, and resolved to recommend that the shareholders of the Trust voteFOR the Sale Proposal. In making such determinations and recommendation, the Board considered numerous factors, including the following non-exhaustive list of material factors and benefits:

The Board also considered a variety of risks and potentially negative factors in its deliberations concerning the Purchase Agreement and the Sale, including the following (not in any order of importance):

The foregoing discussion of the factors considered by the Board is not intended to be exhaustive, but rather includes the principal factors considered by the Board. The Board collectively reached the conclusion to unanimously approve the Sale, in light of the various factors described above and other factors that the Board, as applicable, believed were appropriate. The Board did not assign relative weights to the foregoing factors or determine that any factor was of particular importance. Rather, the Board viewed its positions and recommendation as being based on the totality of information presented to and considered by it. In considering the factors discussed above, individual trustees may have given different weights to different factors.

The foregoing explanation of the reasoning of the Board and certain information presented in this section is forward-looking in nature and, therefore, the information should be read in light of the factors discussed in “Cautionary Statement Concerning Forward-Looking Statements.”

The Board unanimously recommends that you voteFOR the Sale Proposal.

Opinions of Financial Advisor

The Special Committee retained HFF to act as the Special Committee’s financial advisor in connection with its review of potential strategic alternatives. HFF, a real estate investment banking affiliate of Jones Lang LaSalle, Americas, focuses on providing mergers and acquisitions advisory, equity placement and corporate finance services with core expertise and a depth of knowledge in the institutional real estate marketplace, and is regularly engaged in the valuation of businesses and securities in connection with mergers and acquisitions and valuations for corporate and other purposes. The Special Committee selected HFF to act as the Special Committee’s financial advisor in connection with its review of potential strategic alternatives after considering HFF’s qualifications, including its expertise in advising public companies in connection with the review of strategic alternatives, the experience of the HFF team, and the independence of HFF from the Trust and Hekemian & Co. based on prior engagements between HFF and the Trust, on the one hand, and/or Hekemian & Co., on the other hand.

On January 14, 2020, at a meeting of the Special Committee held to evaluate the transactions, HFF delivered to the Special Committee oral opinions, which were confirmed by delivery of an opinion letter dated January 14, 2020,upon which the Board is permitted to rely,to the effect that, as of the date of the opinion letter and based on and subject to various assumptions and limitations described in its opinion letter,(i) the portion of the transaction consideration to be paid to the Trust (including the portion of the transaction consideration to be paid by Purchaser to the Trust with respect to each of Pierre Towers and Westwood Hills) in the Sale is fair, from a financial point of view, to the Trust and (ii) the Trust’s estimated range of expected per share aggregate liquidating distributions is reasonable from a financial point of view.

The full text of HFF’s opinion letter to the Special Committee, which describes, among other things, the assumptions made, procedures followed, factors considered and limitations on the scope of review undertaken, is attached as Annex C to this proxy statement and is incorporated by reference herein in its entirety. The following summary of HFF’s opinion letter is qualified in its entirety by reference to the full text of the opinion letter. HFF delivered its opinions to the Special Committee for the benefit and use of the Special Committee (in its capacity as such) in connection with and for purposes of its evaluation of the consideration to be received by the Trust in the Sale and the estimated range of expected per share aggregate liquidating distributions. HFF’s opinions do not address any other terms or aspects of the transactions and no opinion or view was expressed as to the relative merits of the transactions in comparison to other strategies or transactions that might be available to the Trust or in which the Trust might engage or as to the underlying business decision of the Trust to proceed with or effect the transactions. Neither of HFF’s opinions constitute a recommendation to any shareholder as to how to vote or act in connection with the proposed transactions or any related matter.

In connection with rendering its opinions, HFF:

HFF assumed and relied upon without independent verification the accuracy and completeness of the financial, legal, regulatory, tax, accounting and other information provided to, reviewed by or discussed with HFF (including information that is available from generally recognized public sources) for the purposes of its opinions. With respect to the financial projections provided to HFF, with the Trust’s consent, HFF assumed that they have been reasonably prepared and are consistent with the best currently available estimates and judgments of senior management of the Trust as to the future financial performance of the Trust and the other matters covered thereby. HFF assumes no responsibility for and expresses no view as to such forecasts or any other matterforward-looking information or the assumptions on which they are based, and HFF has relied upon the assurances of the senior management of the Trust that they are unaware of any facts that would make the information provided to or reviewed by HFF incomplete or misleading. In rendering HFF’s opinion, HFF expresses no view as to the reasonableness of such forward-looking information or any estimate, judgment or assumption on which it is based. HFF has not performed an independent appraisal of the assets and liabilities (contingent, derivative, off-balance-sheet or otherwise) of the Trust, including its real estate portfolio, nor has HFF been furnished with any such appraisals, and with the Trust’s consent, HFF has relied upon and assumed the accuracy of information provided by the Trust concerning: (i) potential environmental liabilities; (ii) deferred maintenance and other property capital needs; (iii) the Trust’s ownership interest in each of its properties and the economic terms of any interests held by other parties in such properties; (iv) the Trust’s ownership interests in the billboard and vacant land parcels, each located in New Jersey, and the economic terms associated with such interests, (v) the number of Shares outstanding; and (vi) the balance sheet value determinations for non-real estate assets and liabilities of the Trust and any transaction expense and other adjustments to determine the Trust’s estimated range of expected per share aggregate liquidating distributions. In particular, HFF does not express any opinion as to the value of any asset or liability of the Trust or any of its subsidiaries, whether at current market prices or in the future. HFF has not assumed any obligation to conduct, nor has HFF conducted, any physical inspections of the properties or facilities of the Trust. In arriving at its opinion, HFF has not taken into account any litigation that is pending or may be brought against the Trust or any of its affiliates or representatives. HFF has been advised by the Trust that the Trust has operated in conformity with the requirements for qualification as a REIT for U.S. federal income tax purposes since its formation as a REIT and further has assumed, at the direction of the Trust, that the Sale and the transactions contemplated by the Plan of Liquidation will not adversely affect such status or operations of the Trust. In addition, HFF has not evaluated the solvency of any party to the Purchase Agreement or the Plan of Liquidation (collectively, the “Transaction Agreements”) under any state or federal laws or rules, regulations, guidelines or principles relating to bankruptcy, insolvency or similar matters.

For purposes of rendering its opinion, HFF assumed that there had not occurred any material change in the assets, liabilities, financial condition, results of operations, business or prospects of the Trust or any of its subsidiaries since the respective dates on which the most recent financial statements or other information, financial or otherwise, relating to the Trust or any of its subsidiaries, were made available to HFF. HFF also assumed, with the Trust’s consent, that the final executed Transaction Agreements would not differ in any material respect from the draft Transaction Agreements reviewed by HFF, that the representations and warranties of each party set forth in the Transaction Agreements were true and correct, that each party to the Transaction Agreements will perform all of the covenants and agreements required to be performed by it thereunder and that all conditions to the Sale and the transactions set forth in the Plan of Liquidation will be timely satisfied and not modified or waived and that such transactions will be consummated in accordance with the terms set forth in the Transaction Agreements without

modification, waiver or delay, except, in each case, as would not be material to HFF’s analyses. In addition, HFF assumed, with the Trust’s consent, that any governmental, regulatory or third-party consents, approvals or agreements necessary for the consummation of the Sale and the transactions contemplated by the Plan of Liquidation will be obtained without any imposition of a delay, limitation, restriction or condition that would, in any respect be material to HFF’s analyses, have an adverse effect on the Trust or the contemplated benefits of the Sale and the transactions contemplated by the Plan of Liquidation. Furthermore, HFF assumed, with the Trust’s consent, that the Trust will not incur any fees or costs associated with liabilities, reserves or insurance for liabilities, contingent or otherwise, during the term of the Plan of Liquidation which are not accrued in or anticipated to be paid during the Plan of Liquidation and, therefore, considered in the estimated range of expected per share aggregate liquidating distributions, and further, that the timing of the Plan of Liquidation will occur consistent with management’s best estimates for the Plan of Liquidation and as reflected in the calculations of the estimated range of expected per share aggregate liquidating distributions. In addition, HFF is not a legal, accounting, regulatory or tax expert and with the Trust’s consent HFF relied, without independent verification, on the assessment of the Trust and its advisors with respect to such matters. HFF’s opinions were necessarily based on economic, market and other conditions as in effect on, and the information made available to HFF as of, January 14, 2020. It should be understood that, although subsequent developments may affect these opinions and the assumptions used in preparing them, HFF does not have any obligation to update, revise or reaffirm its opinion letter. The credit, financial and stock markets as well as industries in which the Trust operate have experienced, and continue to experience, volatility and HFF expresses no opinion or view as to any potential effects of such volatility on the Trust, the Sale or the transactions contemplated by the Plan of Liquidation.

HFF’s opinion letter addresses only (i) the fairness from a financial point of view to the Trust of the portion of the transaction consideration (including the portion of the transaction consideration to be paid by Purchaser to the Trust with respect to each of Pierre Towers and Westwood Hills) to be received by the Trust in the Sale and (ii) the reasonableness, from a financial point of view, of the Trust’s estimated range of expected per share aggregate liquidating distributions, and HFF does not express any view as to the fairness or reasonableness of the Sale or the transactions contemplated by the Plan of Liquidation to, or any consideration of, the holders of any other class of securities of the Trust, creditors or other constituencies of the Trust or its subsidiaries or any other term of the proposed transactions or the other matters contemplated by the Transaction Agreements. HFF has not been asked to, nor does it, offer any opinion as to any other term or aspect of the Transaction Agreements or any other agreement or instrument contemplated by or entered into in connection with the Sale or Plan of Liquidation or the form or structure of the Transaction Agreements or the likely timeframe in which the Sale or the transactions contemplated by the Plan of Liquidation will be consummated. Furthermore, HFF expresses no opinion with respect to the amount or nature of any compensation to any officers, directors, employees or other affiliates of any party to the Sale or Plan of Liquidation, including Hekemian & Co., or any class of such persons, relative to the consideration to be received by the Trust’s shareholders in the transactions contemplated in the Sale and the transactions contemplated by the Plan of Liquidation or with respect to the fairness of any such compensation. HFF does not express any opinion as to any tax or other consequences that may result from Sale or the transactions contemplated by the Plan of Liquidation, nor does its opinion address any legal, tax, regulatory or accounting matters, as to which HFF understands the Trust has received such advice as they deem necessary from qualified professionals, and which advice HFF has relied upon in rendering its opinion. HFF expresses no view or opinion as to the financing of the Sale or the transactions contemplated by the Plan of Liquidation or the terms or conditions upon which it relates.is obtained. HFF’s opinions do not address the underlying business decision of the Trust to engage in the Sale or the Plan of Liquidation or the relative merits of such transactions as compared to any strategic alternatives that may be available to the Trust.

Summary of Financial Analysis

The following is a summary of the material financial analyses provided by HFF to the Special Committee in connection with the Sale and Plan of Liquidation. The summary set forth below does not purport to be a complete description of the financial analyses performed by, and underlying the opinions of, HFF, nor does the order of the financial analyses described represent the relative importance or weight given to those financial analyses by HFF.

Security

Sale Analysis

HFF compared each of the implied value ranges in the analyses below to thenet aggregate consideration of approximately $208.3 million to be received by the Trust in the Saleas follows:

Comparable Single Asset Transactions

HFF reviewed comparable multi-family single-asset transactions in New Jersey (the “Asset Deals”). HFF selected the Asset Deals based on a number of factors, including age as determined by the year the asset was built, and size as measured by number of units of the Asset Deals as compared to the Sale Properties.

HFF determined the value per unit of each Asset Deal analyzed and determined the range of gross real estate value by applying the 25^th percentile value per unit of $210,510 at the low end and 75^th percentile value per unit of $268,176 at the high end and multiplying the range of value per unit with the number of units encompassing the Sale Properties. HFF made adjustments to deduct the Trust’s unowned interest in select Sale Properties. This analysis indicated an approximate implied value range of $177 million to $225 million.

No Asset Deal or the underlying assets involved in such Asset Deals in this analysis is identical or directly comparable to the Trust, the Sale or the transactions being contemplated by the Plan of Liquidation. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the analysis.

Comparable Portfolio Transactions

HFF performed an analysis of select precedents including certain comparable multi-family portfolio transactions completed since 2015. HFF selected portfolio transactions that were comparable in quality, location and size to the Sale Properties in the aggregate. The selected portfolio transactions ranged from 380 units to 6,030 units and involved purchase prices ranging from approximately $120 million to approximately $1.15 billion.

HFF calculated the gross real estate value range by applying the 50^th percentile value per unit of $218,173 at the low end and 75^th percentile value per unit of $260,984 at the high end and multiplying the range of value per unit determined with the number of units encompassing the Sale Properties. HFF made adjustments to deduct the unowned interest in select Sale Properties. This analysis indicated an approximate implied value range of $183 million to $219 million.

No such portfolio transaction or the underlying assets involved in such portfolio transactions in this analysis is identical or directly comparable to the Trust, the Sale or the transactions being contemplated by the Plan of Liquidation. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the analysis.

Discounted Cash Flow Analysis

HFF performed a discounted cash flow analysis of the Sale Properties by calculating the estimated present value as of April 30, 2020 of the stand-alone unlevered free cash flows that the Sale Properties were forecasted to generate, according to management’s projections, during the six-month period ending October 31, 2020 and during the twelve-month periods ending December 31, 2021 through December 31, 2025. HFF calculated terminal values by applying a selected range of perpetuity growth rates to the Sale Properties of 2.0% to 2.5% to stand-alone terminal unlevered free cash flows. Terminal values were then discounted to present value (as of April 30, 2020) using a selected range of discount rates of 7.05% to 7.55%. HFF made adjustments to cash flows to deduct the unowned

interest in select Sale Properties. This analysis indicated an approximate implied value range of $185 million to $221 million.

Liquidation Analysis

HFF compared each of the implied value ranges in the analyses detailed below to the range of liquidating distributions per share as estimated by the Trust’s management of $25.64 to $31.71 as follows:

Discounted Cash Flow Analysis

HFF performed a discounted cash flow analysis of the sale of the Trust properties pursuant to the Purchase Agreement and Plan of Liquidation by calculating the estimated present value as of April 30, 2020 of the stand-alone unlevered free cash flows that the Trust properties were forecasted to generate, according to management projections during the six-month period ending October 31, 2020 and during the twelve-month periods ending December 31, 2021 through December 31, 2025. HFF calculated (i) terminal values by applying a selected range of perpetuity growth rates to the office and retail assets of the Trust of 0.75% to 1.25% to stand-alone terminal unlevered free cash flows and terminal values were then discounted to present value (as of April 30, 2020) using a selected range of discount rates of 8.15% to 8.65% for such assets and (ii) terminal values by applying a selected range of perpetuity growth rates to the multi-family assets of the Trust of 2.0% to 2.5% to stand-alone terminal unlevered free cash flows and terminal values were then discounted to present value (as of April 30, 2020) using a selected range of discount rates of 7.05% to 7.55% for such assets. HFF made adjustments to cash flows to deduct the unowned interest in select properties, secured debt, asset level transaction costs and cash from operations net of corporate expenses. This analysis indicated the approximate implied range of liquidating distributions per share of $23.62 to $32.81 and an approximate implied value range of $411 million to $479 million.

Comparable Single Asset Transactions

HFF reviewed comparable retail, office and multi-family single-asset transactions and selected certain transactions based on a number of factors, including age as determined by the year the asset was built and size as measured by number of square feet of the single-asset transactions as compared to thesale of the Trust properties pursuant to the Purchase Agreement and Plan of Liquidation.

HFF determined, based on a sum of the parts valuation, (1) the value per square foot of each retail transaction analyzed and determined the range of gross real estate value by applying the 25th percentile value per square foot of $139.00 at the low end and 75th percentile value per square foot of $176.00 at the high end and multiplying the range of value per square foot with the number of total square feet encompassing the liquidation assets, (2) the value per unit of each Asset Deal analyzed and determined the range of gross real estate value by applying the 25th percentile value per unit of $210,510 at the low end and 75th percentile value per unit of $268,176 at the high end and multiplying the range of value per unit with the number of units encompassing the Sale Properties and (3) the value per unit, in the case of multifamily, and the value per square foot, in the case of office and retail, of each mixed-use comparable transaction analyzed and determined the range of gross real estate value of $103 million at the 25th percentile low end of the range and $135 million at the 75th percentile high end of the range by multiplying the range of value per square foot or value per unit, as applicable, with the number of total square feet and value per unit, as applicable, encompassing the mixed-use retail, office and multifamily asset. HFF made adjustments to deduct the Trust’s unowned interest in select properties, secured debt, asset level transaction costs and cash from operations net of corporate expenses. This analysis indicated the approximate implied range of liquidating distributions per share of $20.75 to $35.50 and an approximate implied value range of $391 million to $499 million.

No transaction or the underlying assets involved in such transactions in this analysis is identical or directly comparable to the Trust, the Sale or the transactions being contemplated by the Plan of Liquidation. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the analysis.

Direct Capitalization Analysis

Utilizing a range of capitalization rates determined based upon reviews of published surveys of buyers of similar properties and by a review of comparable sale transactions, as described below, HFF capitalized the Projections consolidating next-twelve months NOI (beginning on May 1, 2020) for the Trust properties as discussed in “Proposal One--The Sale Proposal; Projected Financial Information.” HFF established an estimated range of direct capitalization rates for each of the Trust properties based upon its review of the

NOI being capitalized, a review of each such property’s market and historical operating trends and information concerning capitalization rates from published national surveys and regional sale data. HFF made adjustments to cash flows to deduct the unowned interest in select properties, secured debt, asset level transaction costs and cash from operations net of corporate expenses.

This analysis indicated the approximate implied range of liquidating distributions per share of $22.76 to $30.70 and an approximate implied value range of $405 million to $464 million.

General

As noted above, the discussion set forth above is a summary of the material financial analyses and other factors reviewed by HFF with the Special Committee in connection with the Sale and the transactions contemplated by the Plan of Liquidation and is not a comprehensive description of all analyses undertaken or factors considered by HFF. The preparation of a financial opinion or analyses is a complex process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a financial opinion is not readily susceptible to partial analysis or summary description. HFF believes that the analyses summarized above must be considered as a whole. HFF further believes that selecting portions of its analyses considered or focusing on information presented in tabular format, without considering all analyses or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlying HFF’s analyses and opinions. The fact that any specific analysis has been referred to in the summary above is not meant to indicate that such analysis was given greater weight than any other analysis referred to in the summary.

In performing its analyses, HFF considered industry performance, general business and economic conditions and other matters, many of which are beyond the control of the Trust. The estimates of the future performance of the Trust in or underlying HFF’s analyses are not necessarily indicative of actual values or actual future results, which may be significantly more or less favorable than those estimates or those suggested by HFF’s analyses. These analyses were prepared solely as part of HFF’s analysis of (i) the fairness from a financial point of view to the Trust of the portion of the transaction consideration (including the portion of the transaction consideration to be paid by Purchaser to the Trust with respect to each of Pierre Towers and Westwood Hills) to be received by the Trust in the Sale and (ii) the reasonableness, from a financial point of view, of the estimated range of expected per share aggregate liquidating distributions, and were provided to the Special Committee in connection with its evaluation of the Sale and the transactions contemplated by the Plan of Liquidation. The analyses do not purport to be appraisals or to reflect the prices at which a company might actually be sold or acquired or the prices at which any securities have traded or may trade at any time in the future. Accordingly, the estimates used in, and the ranges of valuations resulting from, any particular analysis described above are inherently subject to substantial uncertainty and should not be taken to be HFF’s view of the actual value of the Sale consideration and the estimated range of expected per share aggregate liquidating distributions.

The type and amount of consideration payable in the Sale and the transactions contemplated by the Plan of Liquidation were determined through negotiations between the Special Committee and the Purchaser, rather than by any financial advisor, and were approved by the Special Committee and the Board. The decision to enter into the Purchase Agreement was solely that of the Board based in part upon the recommendation of the Special Committee. As described above, HFF’s opinions and analyses were only two of many factors considered by each of the Special Committee and the Board, as applicable, in its evaluation of the transactions and should not be viewed as determinative of the views of the Special Committee, the Board, management or any other party with respect to the Sale and the transactions contemplated by the Plan of Liquidation or the consideration payable in connection with such transactions.

The Trust has agreed to pay HFF for its services as financial advisor to the Special Committee in connection with the Sale and the transactions contemplated by the Plan of Liquidation an aggregate fee currently estimated to be approximately $3.2 million, of which $1.5 million was payable upon delivery of its opinion letter, $250,000 was payable upon execution of HFF’s engagement with the Special Committee, $125,000 is payable in connection with the Plan of Liquidation and the balance is contingent upon consummation of the Sale and certain transactions contemplated by the Plan of Liquidation. In addition, the Trust has agreed to reimburse HFF for its reasonable travel and third-party out-of-pocket expenses incurred in connection with HFF’s engagement and to indemnify HFF and certain related parties for liabilities arising in connection with its engagement.

HFF’s opinion letter was approved by a committee of HFF’s investment banking and other professionals in accordance with its customary practice. HFF and its affiliates comprise a full-service securities firm engaged in investment, asset and investment management, financing and financial advisory services and other commercial services and products to a wide range of companies and individuals.

HFF and its affiliates in the two years preceding the date of the opinion letter, provided financial advisory services to the Trust and certain of its affiliates and have received compensation for the rendering of these services. Such relationships included arranging for placement of debt financings on behalf of the Trust and its affiliates, each of which has been completed and paid as of the date hereof and such fees in the aggregate totaled $692,000. During the same period, neither HFF nor its affiliates have been engaged as a financial advisor to, or received any fees from Purchaser or its affiliates. HFF and its affiliates may in the future provide, financial advice and services to the Trust, the Kushner Companies, Purchaser or their respective affiliates for which HFF and its affiliates would expect to receive compensation.

Projected Financial Information

As a matter of course, the Trust does not publicly disclose long-term projections or internal projections of our future performance due to the unpredictability of the underlying assumptions and estimates. However, in connection with our review of strategic alternatives described in this proxy statement, the Special Committee and the full Board authorized senior management to prepare and provide to the Special Committee, our Board and HFF certain non-public, unaudited prospective financial information regarding the Sale Properties and the Trust to assist the Special Committee, our Board and HFF in considering, analyzing and evaluating our strategic alternatives.

The Projections set forth below, prepared in December, 2019, were considered by the Special Committee, our Board and HFF in evaluating our strategic alternatives, including the Sale and the Plan of Liquidation. The Projections were not prepared with a view to compliance with generally accepted accounting principles in the United States (“GAAP”), the published guidelines of the SEC regarding projections or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. For example, certain metrics included in the Projections are non-GAAP financial measures, and the Projections do not include footnote disclosures as may be required by GAAP. Furthermore, EisnerAmper LLP, our independent registered public accounting firm, has not examined, reviewed, compiled or otherwise applied procedures to the Projections and, accordingly, assumes no responsibility for, and expresses no opinion on, the Projections. The Projections included in this proxy statement have been prepared by, and are the responsibility of, our management.

The Projections reflect numerous estimates and assumptions with respect to industry performance, general business, economic, market and financial conditions, changes to our business, financial condition or results of operations and other matters. Many of these estimates and assumptions are difficult to predict, subject to significant economic and competitive uncertainties, are beyond our control and may cause the Projections or the underlying assumptions to be inaccurate. Since the Projections cover multiple years, the information contained therein and the estimates and assumptions on which the Projections are based, by their nature become less reliable with each successive year.

The Projections should be evaluated, if at all, in conjunction with the historical financial statements and other information regarding the Trust contained in our public filings with the SEC. Further, the Projections do not take into account any circumstances or events occurring after the date they were prepared. As a result, there can be no assurance that the Projections will be realized or that our actual results will not be significantly higher or lower than projected. Finally, the Projections do not take into account the effect of any failure of the Sale to be consummated and should not be viewed as accurately reflecting the projected performance of the Trust in that context.

For the foregoing reasons, as well as the basis and assumptions on which the Projections were compiled, the inclusion of specific portions of the Projections in this proxy statement should not be regarded as an indication that such Projections will be an accurate prediction of future events, and they should not be relied on as such. Except as required by applicable securities laws, we do not intend to update or otherwise revise the Projections or the specific portions presented to reflect circumstances existing after the date when made or to reflect the occurrence of future events, even in the event that any or all of the assumptions are shown to be in error.

The Projections are forward-looking statements and are protected accordingly under the securities laws. For information on factors that may cause our future financial results to materially vary see “Cautionary Statement Concerning Forward-Looking Statements” in this proxy statement and our Annual Report on Form 10-K for the fiscal year ended October 31, 2019, as amended by the Form 10-K/A filed with the SEC.

In light of the foregoing factors and the uncertainties inherent in the Projections, we caution our shareholders not to place undue, if any, reliance on the Projections included in this proxy statement.

Projections

The following is a summary of the financial projections relating to the Sale Properties and the Trust for the second half of fiscal year 2020 and fiscal years 2021 through 2025 included in the Projections:

($ in millions; shown on a consolidated basis; dates based on fiscal year)    

Interests of Our Trustees and Executive Officers

The interests of our executive officers and trustees of the Trust in the Sale are generally aligned with the interests of our shareholders; however, certain of such trustees and officers have interests which differ from or are in addition to those of our shareholders.

Transactions with Hekemian & Co.

Each of Robert S. Hekemian, Jr., Chief Executive Officer, President and a trustee of the Trust, and David B. Hekemian, a trustee, owns a 33% equity interest in Hekemian & Co. The balance of the equity interests in Hekemian & Co. is held by other members of the Hekemian family.

Hekemian & Co. serves as the manager of the Trust pursuant to the Management Agreement which became effective as of March 1, 2001. The term of the Management Agreement was automatically renewed as of November 1, 2019 for a two-year period expiring October 31, 2021. The term of the Management Agreement automatically renews for periods of two years unless either party gives not less than six months’ prior notice to the other of the non-renewal. The Trust may terminate the Management Agreement (i) without cause upon one year’s prior written notice, (ii) for cause if Hekemian & Co. has not cured an event of default within 30 days of receipt of notice of termination from the Trust or (iii) in the event of an acquisition of the Trust where the Trust ceases to effectively exist as an operating entity. The Management Agreement provides for a termination fee in the event of a termination by the Trust without cause or following a merger or acquisition of the Trust.

On January 14, 2020, in connection with the transactions contemplated by the Purchase Agreement and the Plan of Liquidation, the Trust and Hekemian & Co. entered into a First Amendment, which will become effective upon the effectiveness of the Plan of Liquidation. The First Amendment provides that upon the closing of any sale or other disposition of the Trust’s entire direct or indirect interest in each Trust property, whether pursuant to the Purchase Agreement or otherwise in furtherance of the Plan of Liquidation, (a) the Management Agreement will terminate automatically and be of no further force or effect with respect to such Trust property and (b) the Trust will pay to Hekemian & Co. (i) any and all commissions and fees for management services and reimbursement required to be paid by the Trust pursuant to the Management Agreement in respect of the applicable Trust property up to the termination date, calculated on a pro rata basis, plus (ii) a termination fee in respect to such Trust property equal to the product of (x) the Trust’s direct or indirect percentage ownership interest in such Trust property, multiplied by (y) 1.25, multiplied by (z) one (1) year’s Base Management Fee (as defined in the Management Agreement and First Amendment) in respect of such Trust property.

In addition, the First Amendment amends the Management Agreement to provide that upon the closing of any sale or other disposition of the Trust’s entire direct or indirect interest in each Trust property, whether pursuant to the Purchase Agreement or otherwise in furtherance of the Plan of Liquidation, the Trust will pay to Hekemian & Co. a sales fee equal to 1.65% of the sales price for such Trust property (reduced from the existing range of 2.5% to 4.5% in the Management Agreement); provided, however, that in the event that a Trust property is not wholly owned, directly or indirectly, by the Trust, the sales fee payable to Hekemian & Co. will only be payable in respect of the Trust’s percentage ownership share of the applicable Trust property.

The First Amendment provides that the foregoing fees will be paid in lieu of, and will supersede in their entirety, any other payments which otherwise would be payable to Hekemian & Co. under the Management Agreement arising out of or attributable to the sale or other disposition of the Trust’s entire direct or indirect interest in each Trust property or the termination of the Management Agreement in respect of such Trust property (including, without limitation, any Termination Fee, M&A Termination Fee or Sale of Property Fee under the Management Agreement (each as defined in the Management Agreement)). The First Amendment will become effective if, and only if, the Plan of Liquidation becomes effective.

Joint Ventures

The Trust owns a 65% interest in S and A Commercial Associates Limited Partnership, a limited partnership which owns Pierre Towers located in Hackensack, New Jersey. The other 35% interest in S and A Commercial Associates Limited Partnership (“S&A”), a limited partnership, is owned by Robert S. Hekemian, Jr., David B. Hekemian, members of their families and other employees and affiliates of Hekemian & Co. These owners will share in the proceeds of the sale of Pierre Towers if it is sold pursuant to the Purchase Agreement.

The Trust owns a 40% membership interest in Westwood Hills, LLC, a New Jersey limited liability company, which is the owner of Westwood Hills. In addition, an aggregate of 35% of the membership interests in Westwood Hills, LLC is beneficially owned by, among others, Ronald J. Artinian, the Chairman of the Board, Robert S. Hekemian, Jr., David B. Hekemian and members of the Hekemian family. These owners will share in the proceeds of the sale of Westwood Hills if sold pursuant to the Purchase Agreement.

Compensation Arrangements

Under the Trust’s Deferred Fee Plan (as defined under the heading “Compensation Discussion and Analysis—Elements of Executive Compensation”), trustees may elect to defer amounts payable to them for their services as trustees. Amounts deferred, together with interest accrued on a participating trustee’s balance, are converted on the last day of each calendar quarter into share units that are equivalent to Shares and credited to the trustee’s account. See “Compensation Discussion and Analysis—Amended and Restated Deferred Fee Plan.” If all of the Sale Properties are sold pursuant to the Purchase Agreement, the closing of the Sale will constitute a “change in control” under the Deferred Fee Plan and entitle participants to receivepayment of their accrued benefits under the Deferred Fee Plan, including payment of any amounts maintained in their accounts in the form of cash pursuant to the terms of the Deferred Fee Plan and issuance of Shares in respect of all share units credited to their accounts. .. The following table sets forth the accrued benefits of the current executive officers and trustees under the Deferred Fee Plan as of January 31, 2020. The following table does not reflect benefits that may accrue for the listed individuals

between January 31, 2020 and the closing of the Sale. The following table also does not reflect accrued benefits of a former executive officer and trustee who retired as an executive officer and trustee prior to January 31, 2020, and who elected to have his benefits under the Deferred Fee Plan paid to him over a period of 10 years from the date of his retirement.

Share Ownership of Our Trustees, Executive Officers and Certain Beneficial Owners and ManagementShareholders

The following table sets forth certain information regarding the beneficial ownership of Shares for (i) each person who is a beneficial owner of 5% or more of our outstanding Shares, (ii) each of our trustees and executive officers and (iii) all of our trustees and executive officers as a group, each as of February 15, 2017, with respect to beneficial ownership, as defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of beneficial interests in the Trust, as represented by the Shares, for each Trustee, nominee for Trustee, and Executive Officer of the Trust. The only person known to the Trust who beneficially owns greater than 5% of the Shares is one of the Trustees named11, 2020 unless otherwise indicated in the table below.

Amount and Nature of Beneficial Ownership

Regulatory Matters

The Trust does not believe that the Sale is subject to review by any governmental authorities under the antitrust laws of the jurisdictions or otherwise in the jurisdictions where the Trust conducts business.

The Purchase Agreement

The following summary describes the material provisions of the Purchase Agreement. This summary does not purport to be complete and may not contain all of the information about the Purchase Agreement that is important to you. This summary has been included solely to provide you with information regarding the terms of the Purchase Agreement, and is not intended to provide any other factual information about the parties to the Purchase Agreement or their respective affiliates, their respective businesses or the actual conduct of their respective businesses during the period prior to the closing of the Sale. The summary of the material terms of the Purchase Agreement below and elsewhere in this proxy statement is qualified in its entirety by reference to the Purchase Agreement, a copy of which is attached to this proxy statement as Annex A and is incorporated in this document by reference. We encourage you to read the Purchase Agreement carefully in its entirety for a more complete understanding of its terms, as the rights and obligations of the parties are governed by the express terms of the Purchase Agreement and not by this summary or other information contained in this proxy statement.

The Sale

The Purchase Agreement provides for the sale by the Sellers to the Purchaser of all of the Sellers’ right, title and interests in the following multi-family residential apartment properties for an aggregate purchase price of $266,500,000, subject to certain adjustments: Berdan Court; The Boulders at Rockaway, located in Rockaway, New Jersey; Pierre Towers; The Regency Club; Station Place, located in Red Bank, New Jersey; Steuben Arms, located

in River Edge, New Jersey; and Westwood Hills. The Trust has a 100% ownership interest in each of the Sale Properties, except for (i) Pierre Towers, in which the Trust has a 65% ownership interest in the Seller thereof, and (ii) Westwood Hills, in which the Trust has a 40% ownership interest in the Seller thereof.

Purchase Price for the Sale

The aggregate purchase price for 100% ownership interest in each of the Sale Properties is $266,500,000, subject to certain adjustments (described below).

Pursuant to the Purchase Agreement, the Purchaser has agreed to assume at the closing of the Sale the outstanding mortgage loans encumbering Berdan Court and Pierre Towers (collectively, the “Assumption Loans”). The aggregate purchase price payable to the Sellers will be reduced by the amount of the outstanding principal balance of these loans that is assumed by the Purchaser. The Assumption Loans are expected to have an aggregate outstanding balance of $76,815,000 at closing.

The aggregate purchase price is also subject to customary prorations and/or adjustments as of 11:59 p.m. on the day immediately prior to closing for:

Subject to the adjustment at the closing of the Sale of the purchase price in accordance with the Purchase Agreement, taking into account the Trust’s 40% ownership interest in the Seller of Westwood Hills and 65% ownership interest in the Seller of Pierre Towers, payment of the fees and expenses related to the Sale (including any loan assumption fees), and payment of any transfer taxes imposed with respect to the Sale, we estimate net consideration of approximately $208.3 million to the Trust from the Sale (which amount would be subject to reduction by the Trust’s allocable portion of the assumption by the Purchaser at closing of the Assumption Loans).

As noted above, the Purchaser has agreed to assume, subject to lender approval, the Assumption Loans. In the event one or both of the lenders of the Assumption Loans disapprove the assumption, or if one or both of the Assumption Loans are not assumed under certain other circumstances described in the Purchase Agreement (including, at the election of each party, if a lender fails to approve the assumption of the Assumption Loans on or before February 28, 2020), then the Purchaser or, in certain circumstances, the Sellers may elect to terminate the Purchase Agreement with respect to the applicable Sale Property and the aggregate purchase price payable pursuant to the Purchase Agreement will be reduced by an amount equal to the portion of the aggregate purchase price allocated to such Sale Property in the Purchase Agreement. In addition, if the ownership structure of Pierre Towers is not converted into a tenancy-in-common on or prior to February 28, 2020, then the Purchase Agreement will be terminated automatically solely as to Pierre Towers and the aggregate purchase price will be reduced by an amount equal to the amount allocated to such property in the Purchase Agreement. Of the $266,500,000 aggregate purchase price, $42,000,000 has been allocated to Berdan Court and $80,500,000 has been allocated to Pierre Towers.

The Purchase Agreement also provides that the Purchaser, on one hand, and the owner of Pierre Towers (the “Pierre Towers Seller(s)”) (with respect to Pierre Towers only) or the owner of Berdan Court (with respect to Berdan Court only), on the other hand, will each pay 50% of all transfer or assumption fees to be paid to or on behalf of each lender of the Assumption Loans imposed or charged by such lenders in connection with seeking and obtaining the

releases of the Assumption Loans (the “Loan Assumption Fees”), subject to a cap of 0.50% of the outstanding principal balance of the applicable Assumption Loan. Notwithstanding the foregoing, the Purchaser is responsible for all costs and expenses (other than the Loan Assumption Fees) to be paid to or on behalf of each lender of the Assumption Loans and to their other representatives in connection with seeking and obtaining the releases of the Assumption Loans and each party is responsible for their own costs and expenses of their attorneys in connection with pursuing the releases of the Assumption Loans.

The Purchase Agreement also provides that if certain title matters affecting The Regency Club are not adequately addressed as of the tenth day prior to the scheduled special meeting of the Trust shareholders, then the Purchaser may elect to terminate the Purchase Agreement with respect to The Regency Club and the aggregate purchase price payable pursuant to the Purchase Agreement will be reduced by an amount allocated to such property in the Purchase Agreement. Of the $266,500,000 aggregate purchase price, $27,250,000 has been allocated to The Regency Club.

In the event the Purchase Agreement is terminated with respect to one or more of Pierre Towers, Berdan Court and The Regency Club, the Trust will update the shareholders with respect to such termination pursuant to a press release, as a supplement to this proxy statement and/or otherwise in accordance with applicable law.

In connection with the entry into the Purchase Agreement, the Purchaser delivered in escrow the Deposit. The Deposit is non-refundable, except in connection with the termination of the Purchase Agreement in certain circumstances.

Representations and Warranties

The Purchase Agreement contains representations and warranties that are the product of negotiations among the parties thereto and made to, and solely for the benefit of, the parties as of specified dates. The assertions embodied in those representations and warranties are subject to materiality, knowledge and other similar qualifications and limitations agreed to by the respective parties. The representations and warranties were negotiated with the principal purpose of allocating risk among the parties to the Purchase Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors.

In the Purchase Agreement, each Seller has made representations and warranties to the Purchaser, with respect to, among other things:

In the Purchase Agreement, the Purchaser has made representations and warranties to each Seller with respect to, among other things:

Some of the representations and warranties in the Purchase Agreement made by the Sellers and the Purchaser are qualified as to “materiality” or “Material Adverse Effect.” For purposes of the representations and warranties made by the Sellers in the Purchase Agreement, a “Material Adverse Effect” means a material adverse effect on the business, financial condition or results of operations of the Sale Properties, taken as a whole.

The representations and warranties of the parties contained in the Purchase Agreement and in any certificate delivered pursuant to the Purchase Agreement will survive the closing of the Sale for a period of 180 days (the “Survival Period”); provided, however, that the fundamental Sellers’ representations (i.e., brokerage, organization and authority, no conflicts, no bankruptcy and prohibited persons) and the Purchaser’s representations will survive until the expiration of the applicable statute of limitations.

Conduct of Business Pending the Sale

Each Seller has agreed that, from the date of the Purchase Agreement until the earlier of the closing of the Sale and the termination of the Purchase Agreement, it will continue to conduct its business with respect to the applicable Sale Property or Sale Properties in the ordinary course of business consistent with past practices, including continuing to:

The Purchaser acknowledged and agreed that the Sellers will terminate the following management agreements in place with respect to each Sale Property in connection with the closing: (i) that certain Property Management Agreement, dated January 5, 2018, between Pierre Towers Seller and Hekemian & Co., (ii) that certain Management Agreement, dated November 1, 2001, between the Trust and Hekemian & Co. and (iii) that certain Management Agreement, dated August 26, 2019, between Berdan Court, LLC, and Hekemian & Co., as each of the same may have been supplemented, amended, restated or otherwise modified from time to time.

Each Seller has also agreed that, from the date of the Purchase Agreement until the earlier of the closing of the Sale and the termination of the Purchase Agreement, it will not:

Conditions to Obligations to Complete the Sale

The obligation of each party to consummate the Sale is subject to the fulfillment or written waiver of the following conditions:

ITEM 1 –

The obligation of the Sellers to consummate the Sale is further subject to the fulfillment or waiver of the following conditions:

The obligation of the Purchaser to consummate the Sale is further subject to the fulfillment or waiver of the following conditions:

No Solicitation

Subject to certain exceptions described below, the Sellers agreed that they will not, and will use their reasonable best efforts to cause their respective affiliates and representatives not to, directly or indirectly:

In addition, the Sellers agreed that they will, and will direct their respective representatives to, cease and cause to be terminated any solicitation and any and all existing activities, discussions or negotiations with any person conducted prior to the date of the Purchase Agreement with respect to any Acquisition Proposal or any inquiry or request for information that could reasonably be expected to lead to, or result in, an Acquisition Proposal. The Sellers agreed that they will (i) request each third party (and its representatives) that executed a confidentiality agreement in connection with their consideration of making an Acquisition Proposal, to promptly return or destroy all non-public information related to the Sale Properties furnished to such third party by or on behalf of the Sellers or any of their respective affiliates and (ii) immediately terminate all physical and electronic data room access for such third parties (and their representatives) to diligence or other information regarding the Sale Properties. The Sellers agreed to not modify, amend or terminate, or waive, release or assign, any provisions of, any confidentiality or standstill agreement (or any similar agreement) to which the Sellers or any of their respective affiliates is a party relating to

any such Acquisition Proposal and to enforce the provisions of any such agreement; provided, however, that the Trust is permitted on a confidential basis to release or waive any explicit or implicit standstill obligations solely to the extent necessary to permit the party referred to therein to submit an Acquisition Proposal to the Board on a confidential basis. The Trust is required to provide written notice to the Purchaser of waiver or release of any standstill by the Trust, including disclosure of the identities of the parties thereto and circumstances relating thereto. For the avoidance of doubt and notwithstanding anything to the contrary contained in the Purchase Agreement, in no event shall (x) any third party or its representatives be required to return or destroy any non-public information related to the properties of the Trust (other than the Sale Properties) or the Trust as a whole to the extent that such third party is considering or pursuing a strategic transaction in respect of such properties of the Trust (other than the Sale Properties) and (y) the Trust or any other person be required to terminate all physical and electronic data room access for any third party or its representatives to diligence or other information regarding the properties of the Trust (other than the Sale Properties).

Notwithstanding the limitations described above, if, prior to obtaining the Trust Shareholder Approval, the Trust receives a bona fide written Acquisition Proposal (which Acquisition Proposal was made after the date of the Purchase Agreement and did not result from a breach of the no-solicitation provisions), and the Board determines in good faith, after consultation with its financial advisors and outside legal counsel, that such Acquisition Proposal constitutes, or could reasonably be expected to lead to, a Superior Proposal, then the Trust and its representatives may: (i) furnish any information with respect to the Trust and its subsidiaries and access thereto to any third party making such Acquisition Proposal; provided that (A) prior to furnishing any such information, the Trust receives from such third party an executed confidentiality agreement containing terms as to confidentiality that are substantially the same, in all material respects, as those set forth in the Confidentiality Agreement, dated July 11, 2019, between the Trust and Kushner Realty Acquisition LLC and (B) any such non-public information so furnished has been previously provided or otherwise made available (including through the data site) to the Purchaser or is provided or otherwise made available (including through the data site) to the Purchaser concurrently with it being so furnished to such third party; or (ii) participate or engage in negotiations or discussions with the third party making such Acquisition Proposal and its representatives regarding such Acquisition Proposal.

“Acquisition Proposal” means any indication of interest, offer or proposal, including any amendment or modification to any existing indication of interest, offer or proposal, contemplating an Acquisition Transaction (other than, for the avoidance of doubt, any indication of interest, offer or proposal made or submitted by or on behalf of the Purchaser or one or more of its affiliates).

“Acquisition Transaction” means any transaction (including any single- or multi-step transaction) or series of related transactions with any person or “group” (as defined in the Exchange Act) involving (x) the issuance to such person or “group” or acquisition by such person or “group” of, or a tender offer or exchange offer that if consummated would result in such person or “group” beneficially owning (within the meaning of Section 13(d) of the Exchange Act), at least 50% of the outstanding equity interests in the Trust or (y) the acquisition by such person or “group” of at least 50% of the consolidated assets, or assets generating at least 50% of the consolidated net revenue or consolidated net income, of the Trust and its subsidiaries, in each case of clauses (x) and (y), whether pursuant to a merger (including a reverse merger in which the Trust is the surviving entity), reorganization, recapitalization, consolidation or other business combination, sale of shares of capital stock, sale of assets, tender offer, exchange offer, liquidation, dissolution or other similar transaction, other than in each case of clauses (x) and (y) the Sale.

“Superior Proposal” means a bona fide written Acquisition Proposal made by a third party that the Board determines in its good faith judgment (after consultation with its financial advisor and outside legal counsel) would, if consummated, result in a transaction that is more favorable to the Trust’s shareholders from a financial point of view than the transactions contemplated by the Sale.

Recommendation Change

As described in this proxy statement, the Board has determined to recommend that the Trust shareholders voteFOR the Sale Proposal. Such recommendation is referred to herein as the “Trust Board Recommendation.” Except as described below, neither the Board nor any committee thereof may do any of the following (a “Change in Recommendation”):

Additionally, neither the Board nor any committee thereof may cause or permit the Trust to enter into an Alternative Acquisition Agreement.

Notwithstanding the foregoing, at any time prior to obtaining the Trust Shareholder Approval, if, in response to a bona fide written Acquisition Proposal made after the date of the Purchase Agreement and not withdrawn, the Board determines in good faith (after consultation with its outside legal counsel and financial advisors) that (i) such Acquisition Proposal constitutes a Superior Proposal and (ii) the failure to take an action set forth in clause (x) or (y) below would reasonably be expected to be inconsistent with its fiduciary duties under applicable law, then the Board may (x) make a Change in Recommendation or (y) terminate the Purchase Agreement in order to enter into an Alternative Acquisition Agreement with respect to such Superior Proposal; provided that in either case (A) the Trust has provided to the Purchaser four (4) business days’ prior written notice (which notice will not constitute a Change in Recommendation) advising the Purchaser that the Trust intends to take such action (and specifying, in reasonable detail, the material terms and conditions of any such Superior Proposal) and providing the Purchaser with a copy of the most current version of the Alternative Acquisition Agreement and any other documents containing the material terms of such Superior Proposal, and (B):

Additionally, at any time prior to obtaining the Trust Shareholder Approval, the Board may make a Change in Recommendation in response to an Intervening Event if (i) the Board determines in good faith, after consultation with its outside legal counsel, that the failure to do so would reasonably be expected to be inconsistent with the Board’s fiduciary duties under applicable law, (ii) (A) the Trust has provided the Purchaser four business days’ prior written notice (which notice will not constitute a Change in Recommendation) advising the Purchaser that the Trust intends to make a Change in Recommendation (and specifying, in reasonable detail, the Intervening Event), and (B):

“Intervening Event” means an event, circumstance, change, development, occurrence or fact occurring or arising after the dateof the Purchase Agreement that was not known to the Board as of the date of the Purchase Agreement (or, if known, the magnitude or consequences of which were not known or reasonably foreseeable by the Board as of the date of the Purchase Agreement), other than any event, circumstance, change, development, occurrence or fact in respect of an Acquisition Proposal.

At any time between the date of the Purchase Agreement and the earlier of the termination of the Purchase Agreement and the closing date, the Trust will (i) in the event that the Trust receives any Acquisition Proposal or any request for information or inquiry that contemplates or that could reasonably be expected to lead to an Acquisition Proposal, advise the Purchaser as promptly as practicable (and in any event within 48 hours after the receipt thereof) of the receipt of such Acquisition Proposal, request or inquiry, the material terms and conditions thereof and the identity of the person making such Acquisition Proposal, request or inquiry, (ii) provide to the Purchaser copies of such Acquisition Proposal and other substantive correspondence relating to such Acquisition Proposal, request or inquiry made in writing and (iii) thereafter, keep the Purchaser reasonably informed on a reasonably current basis regarding the status, material details and material terms of any such Acquisition Proposal and any discussions and negotiations concerning the material terms and conditions thereof, including unredacted copies of any proposed Alternative Acquisition Agreements and any other writings or media (whether or not electronic) containing any material terms or conditions of any Acquisition Proposal.

Indemnification

Indemnification by the Purchaser

Pursuant to the Purchase Agreement, the Purchaser has agreed to indemnify each Seller, its affiliates and the respective shareholders, members, managers, partners, directors, trustees, officers, employees and agents of each of the foregoing (“Seller Indemnified Parties”) harmless from and against any and all Damages suffered by any of the Seller Indemnified Parties (without duplication) resulting from or arising out of any breach of or inaccuracy in any of the Purchaser’s representations.

“Damages” mean all actions, suits, proceedings, governmental investigations, injunctions, demands, charges, claims, judgments, awards, orders, decrees, rulings, damages, dues, penalties, fines, costs, amounts paid in settlement, liabilities, obligations, taxes, liens, losses, fees and expenses (including court costs and reasonable and documented out-of-pocket attorneys’ and accountants’ fees and expenses); provided, however, that “Damages” does not include punitive, consequential, special or indirect damages, including business interruption, loss of future revenue, profits or income, or loss of business reputation or diminution in value, except to the extent that such damages are payable by the party to be indemnified to a third party.

Indemnification by the Sellers

Pursuant to the Purchase Agreement, the Sellers have agreed to indemnify the Purchaser, its designees or purchasers of the Sale Properties (which must be affiliates of the Purchaser), its affiliates and their respective shareholders, members, managers, partners, directors, trustees, officers, employees and agents (“Purchaser Indemnified Parties”) harmless from and against all Damages suffered by any of the Purchaser Indemnified Parties (without duplication) resulting from or arising out of any breach of or inaccuracy in any of the Sellers’ representations; provided, that with respect to matters described above, all Sellers (other than the owner of Westwood Hills (the “Westwood Hills Seller”) and Pierre Towers Seller(s), (collectively, the “Sole-Owner Sellers”)) are not required to indemnify the Purchaser Indemnified Parties unless and until the aggregate amount of Damages (excluding Damages in connection with a claim or claims for $35,000 or less (“De Minimis Claims”)), which are not subject to indemnification under the Purchase Agreement) incurred or suffered exceeds 0.1% of the aggregate purchase prices for all of the Sale Properties other than Pierre Towers and Westwood Hills (“Sole-Owned Sale Properties”) and the Sole-Owner Sellers’ aggregate liability is capped at 1.5% of the aggregate amount of the allocated purchase prices for the Sole-Owned Sale Properties. Similarly, Pierre Towers Seller is not required to indemnify the Purchaser Indemnified Parties unless and until the aggregate amount of Damages (excluding Damages in connection with De Minimis

Claims) incurred or suffered exceeds 0.1% of the amount of the allocated purchase price for Pierre Towers and Pierre Towers Seller’s aggregate liability is capped at 1.5% of the allocated purchase price for Pierre Towers. The Westwood Hills Seller is not required to indemnify the Purchaser Indemnified Parties unless and until the aggregate amount of Damages (excluding Damages in connection with De Minimis Claims) incurred or suffered exceeds 0.1% of the amount of the allocated purchase price for Westwood Hills and Westwood Hills Seller’s aggregate liability is capped at 1.5% of the allocated purchase price for Westwood Hills. Notwithstanding anything to the contrary in the Purchase Agreement, the liability of Sellers with respect to the Cap Exclusions will not be subject to any floors or maximum liabilities set forth above. “Cap Exclusions” means the following: (i) a breach of any fundamental Sellers’ representations; (ii) a breach of any certifications in any FIRPTA affidavit; and (iii) the indemnification obligations of Sellers with respect to brokers and brokerage fees.

In furtherance of the foregoing indemnification provisions, the Trust also agreed that, if at any time within the six-month period immediately following the closing, it sells all or any part of its interest in that certain mixed-use property located at 711 W. 40th Street, Baltimore, Maryland, and commonly known as “The Rotunda,” then following such sale it will retain liquid assets until the expiration of the Survival Period in an amount sufficient to satisfy its indemnification obligations (and if there is a claim which the indemnified person has provided notice for which remains outstanding following the expiration of the Survival Period, then in an amount reasonably sufficient to satisfy its indemnification obligations in respect of such claim for so long as it remains outstanding).

Termination; Termination Fee; Transaction Expenses

Termination

The Purchase Agreement may be terminated as follows:

Termination Fee; Transaction Expenses

The Trust has agreed to pay the Purchaser the Termination Fee and the Purchaser Expense Reimbursement (“Termination Payments”) if:

In addition, in the event the Purchase Agreement is validly terminated for failure to obtain the Trust Shareholder Approval, the Trust has agreed to pay to the Purchaser, upon receipt of request from the Purchaser therefor, the Purchaser Expense Reimbursement.

The Purchaser’s right to receive payment of the Termination Payments is the sole and exclusive remedy of the Purchaser or any of its affiliates or its or their respective representatives against the Sellers and any of their respective former, current or future officers, directors, partners, shareholders (or other equityholders), managers, members or affiliates (“Trust Related Parties”) under the circumstances described above, and upon payment of the applicable Termination Payments, none of the Trust Related Parties will have any further liability or obligation relating to or arising out of the Purchase Agreement or the Sale, and the maximum aggregate amount that the

Purchaser (or its designee) is entitled to receive in respect of any and all losses suffered as a result of the failure of the Sale to be consummated or for any breach or failure to perform hereunder will be an amount equal to the Termination Payments. In no event is the Trust required to pay the Termination Fee on more than one occasion, and the Trust will not be required to pay an aggregate amount in excess of $2,000,000 in respect of the Purchaser Expense Reimbursement, whether or not either is payable under more than one provision of the Purchase Agreement.

The Purchase Agreement further provides that the Deposit will be returned to the Purchaser in the event that the Purchase Agreement is terminated (i) by mutual consent, (ii) by the Purchaser if the closing has not been consummated prior to the Outside Closing Date, (iii) by the Purchaser in the event of a Sellers default, (iv) by either party if Trust Shareholder Approval is not obtained at the special meeting of the Trust shareholdersor at any adjournment or postponement thereof, (v) by the Sellers in order to enter into an Alternative Acquisition Agreement or (vi) by the Purchaser as a result of a Change in Recommendation.

The Purchase Agreement also provides that the Deposit will be paid to the Sellers as liquidated damages upon termination in the event of a Purchaser default.

In the event the Purchase Agreement is terminated by the Purchaser solely with respect to a Sale Property or Sale Properties which suffered a Material Event or a Title Issue, the total purchase price will be reduced by the amount of the purchase price allocated to such terminated Sale Property(ies).

Amendment and Waiver

The Purchase Agreement may be amended only by a writing signed by the Sellers and the Purchaser.

Voting Agreement

Concurrently with the execution of the Purchase Agreement, the trustees of the Trust entered into a voting agreement with the Purchaser that covers an aggregate of 872,812 Shares over which they have voting control, which represents approximately 12.4% of the issued and outstanding Shares. Under the terms of the voting agreement, the trustees of the Trust have agreed to vote or cause or direct to be voted (including by written consent) all of the Shares over which they have voting control (A) in favor of the Sale Proposal and (B) against any alternative acquisition proposal and any action, agreement or transaction that would reasonably be expected to materially impede, interfere with, delay or postpone the closing of the Sale. The trustees of the Trust further agreed to appear at every meeting of shareholders or otherwise cause their Shares over which they have voting control to be present thereat for purposes of establishing a quorum.

The trustees of the Trust have also agreed in the voting agreement with the Purchaser not to, directly or indirectly, without the written consent of the Purchaser, (i) grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any of Shares over which they have voting control, (ii) transfer, in any way, any interest in the Shares over which they have voting control, or any interest therein, unless such transfer is made in compliance with the voting agreement (including certain customary permitted transferee exceptions) or (iii) knowingly take any action, in each case, that would have the effect of preventing or delaying such trustee of the Trust from performing any of its obligations under the voting agreement.

The voting agreement was entered into by the trustees of the Trust solely in their capacity as shareholders of the Trust, and the voting agreement does not limit or affect any actions taken by any officer or trustee of the Trust solely in his or her capacity as a trustee or officer of the Trust.

The trustees’ obligations under the voting agreement will terminate upon the earliest to occur of (i) the mutual agreement of the parties thereto to terminate the voting agreement, (ii) the termination of the Purchase Agreement in accordance with its terms and (iii) the closing of the Sale.

The foregoing summary of the voting agreement does not purport to be complete and is qualified in its entirety by reference to the voting agreement. A copy of the voting agreement is attached as Annex D.

Completion of the Sale

The Sellers and the Purchaser will complete the Sale when all of the conditions to completion of the sale contained in the Purchase Agreement, which are described in the section entitled “—The Purchase Agreement—Conditions to Obligations to Complete the Sale” beginning on page 54 of this proxy statement, are satisfied or waived, including the requisite approval of our shareholders for the Sale Proposal and currently expect to close the Sale during the second calendar quarter of 2020.

Regulatory Matters

Other than in connection with the filing of this proxy statement with the SEC, we are not aware of any regulatory or governmental requirements that must be complied with or regulatory or governmental approvals that must be obtained in connection with the Sale.

Appraisal or Dissenters’ Rights

You arenot entitled to appraisal or dissenters’ rights (or rights of an objecting shareholder) in connection with the transactions comprising the Sale, whether under New Jersey law or our Amended and Restated Declaration of Trust.

Required Vote

The affirmative vote of a majority of the votes cast at the special meeting, assuming a quorum is present, is required for the approval of the Sale Proposal. Abstentions and broker non-votes will have no effect on the outcome of the vote on the Sale Proposal.

OUR BOARD RECOMMENDS THAT YOU VOTE FOR THE SALE PROPOSAL.

PROPOSAL TWO—THE LIQUIDATION PROPOSAL

General

The Trust is seeking shareholder approval of the Liquidation Proposal at the special meeting. The Plan of Liquidation, and the actions and transactions contemplated thereby, were, based in part on the unanimous recommendation of the Special Committee, unanimously approved and declared as advisable and in the best interests of the Trust and holders of its Shares by the Board on January 14, 2020, subject to approval of the Liquidation Proposal by our shareholders and the closing of the Sale. The following summary describes the material provisions of the Plan of Liquidation and such actions and transactions. This summary does not purport to be complete and may not contain all of the information about the Plan of Liquidation that is important to you, and is qualified in its entirety by reference to the Plan of Liquidation which is attached to this proxy statement as Annex B and is incorporated by reference into this proxy statement. We encourage you to read the Plan of Liquidation carefully and in its entirety for a more complete understanding of its terms.

Although we are proposing that our shareholders approve the Liquidation Proposal at the same time as the Sale Proposal, the Plan of Liquidation and the actions and transactions contemplated thereby are separate from the Sale. Our shareholders may approve the Sale Proposal without regard to the Plan of Liquidation and whether or not the Liquidation Proposal is approved; provided, however, that even in the event the shareholders approve the Liquidation Proposal, the Plan of Liquidation will only become effective upon the closing of the Sale pursuant to the Purchase Agreement. If our shareholders approve the Sale Proposal, we intend to consummate the Sale even if our shareholders do not approve the Liquidation Proposal.

Recommendation of the Board and Reasons for the Plan of Liquidation

In connection with the Special Committee’s review of strategic alternatives, on January 14, 2020, the Board, after careful review of the terms of the Plan of Liquidation, facts and circumstances relating to the Plan of Liquidation and the unanimous recommendation of the Special Committee, and after consultation with management and our and the Special Committee’s advisors, unanimously approved and declared advisable the Plan of Liquidation, subject to approval of the Liquidation Proposal by our shareholders and the closing of the Sale, determined that it was in the best interests of the Trust and its shareholders that the Trust consummate the transactions contemplated thereby on the terms and subject to the conditions set forth in the Plan of Liquidation, and resolved to recommend that the shareholders of the Trust voteFOR the Liquidation Proposal. In making such determinations and recommendation, the Board considered numerous factors, including the following non-exhaustive list of material factors and benefits:

In addition to the risk factors noted above under “Risk Factors,” the Board also considered potentially negative factors in its deliberations concerning the liquidation, including the following:

Purpose of the Plan of Liquidation; Certain Effects of the Liquidation

The principal purpose of the Plan of Liquidation is to maximize the value we provide to our shareholders following the closing of the Sale. In the liquidation following the closing of the Sale (to the extent not sold or disposed of prior to the closing of the Sale), we will sell or otherwise dispose of all of our assets (including, without limitation, any assets held by our subsidiaries) that are not included in the Sale, and the ultimate purchasers of those assets will be the sole beneficiaries of any earnings and appreciation thereof following the sale of such asset. Accordingly, we and our shareholders will no longer benefit from any potential increase in the value of the assets not included in the Sale, nor will we or our shareholders bear the risk of any potential decrease in the value of such assets following the sale thereof.

Following the closing of the Sale, and the sale or other disposition of all of our assets not included in the Sale, pursuant to the Plan of Liquidation we will wind-up our operations, pay or provide for our liabilities and expenses, dissolve and terminate, or convert to another liquidating entity, and distribute the remaining proceeds of the liquidation of our assets to our shareholders either directly or through a liquidating trust or other liquidating entity.

Principal Provisions of the Plan of Liquidation

Following the closing of the Sale and pursuant to the Plan of Liquidation we will, among other things, undertake the following:

Assets Remaining Following Completion of the Sale

The Trust and certain of its subsidiaries currently own the following real properties, which are not being transferred as part of the Sale:

In the event the Purchase Agreement is terminated with respect to one or more of Pierre Towers, Berdan Court and The Regency Club, the Trust will update the shareholders with respect to such termination pursuant to a press release, as a supplement to this proxy statement and/or otherwise in accordance with applicable law.

Amount and Timing of Distributions to the Trust Shareholders

If our shareholders approve the Sale and Plan of Liquidation proposals, we currently anticipate making distributions to shareholders over time in connection with the Plan of Liquidation, taking into account estimated transaction expenses and payment of liabilities, in an amount that we estimate will range from $25.64 to $31.71 per share, which includes the net proceeds to be realized by the Trust from the closing of the Sale, less any applicable withholding taxes.

Notwithstanding our estimates, we cannot predict with any certainty the exact timing, amount or number of distributions to our shareholders, as uncertainties as to the net proceeds available to us upon sale or disposition of our assets (including the Sale), any purchase price adjustments applicable to any such sale or disposition (including the Sale), the amount of any taxes, including withholding taxes and transfer taxes, imposed with respect to any such sale or disposition (including the Sale), the operating costs and amounts to be set aside for claims, liabilities and other obligations prior to and during the liquidation and winding-up process and the related timing to complete such transactions make it impossible to predict with certainty the actual net cash amount that will ultimately be available for distribution to shareholders or the timing of any such distributions.

If we have underestimated our existing obligations and liabilities or if unanticipated or contingent liabilities arise,orif we overestimated the amount we would receive from the disposition of our remaining assets, the amount ultimately distributed to our shareholders could be less than the estimated amounts set forth above. Ultimately, the aggregate of all liquidating distributions may be less or more than the amounts we anticipate. No assurance can be given as to the amounts our shareholders will ultimately receive. The actual amounts and times of payment of the liquidating distributions to be made to you will be determined by the Board in its discretion. If you transfer your Shares during the liquidation, the right to receive further liquidating distributions will transfer with those shares.

Liquidating Trust/Conversion to Another Liquidating Entity

Under the terms of the Plan of Liquidation, upon a determination made by the Board, if in its discretion it is advantageous or appropriate to do so, we may transfer any remaining assets, including any reserve fund or other cash on hand, and liabilities to a liquidating trust and distribute interests in the liquidating trust to our shareholders following the closing of the Sale. Moreover, under the terms of the Plan of Liquidation, the Board may determine, instead, to convert the Trust into another type of liquidating entity. This entity may be a limited liability company, a partnership or other appropriate legal entity. The creation of a liquidating trust or conversion to another form of liquidating entity will allow us to avoid most of the costs of operating as a public company and enable us to maintain our status as a REIT. Upon establishing a liquidating trust or conversion to another form of liquidating entity, our

shareholders will receive interests in the liquidating trust or other liquidating entity in proportion to the number of Shares owned by such shareholders. Such interests in the liquidating trust or other liquidating entity (i) will not be transferable (except by will, intestate succession or operation of law) and (ii) will not be represented by certificates. The purpose of the liquidating trust or other liquidating entity will be to liquidate any remaining assets on terms satisfactory to the directors, managers, trustees or similar members of the governing body of the liquidating trust or the other liquidating entity and, after paying any of our remaining liabilities, distribute the proceeds of the sale of assets formerly owned by us to the shareholders of the interests in the liquidating trust. The liquidating trust or other liquidating entity will be obligated to pay any of our expenses and liabilities that remain unsatisfied. Approval of the Liquidation Proposal will constitute the approval by our shareholders of, in the discretion of the Board, the establishment of a liquidating trust or the conversion to another liquidating entity, the Board’s appointment of one or more individuals, who may or may not be former members of the Board or officers, or corporate persons to act as directors, managers, trustees or similar members of the governing body of the liquidating trust or any other liquidating entity and the terms of any declaration of trust or other governing instruments of the liquidating trust or any other liquidating entity that may be adopted and approved by the Board. As noted above, the interests in the liquidating trust or any other liquidating entity will not be freely transferable. Therefore, the recipients of interests in the liquidating trust or any other liquidating entity will not realize any value from these interests unless and until the liquidating trust or the other liquidating entity distributes cash or other assets to them, which will be solely in the discretion of the directors, managers, trustees or similar members of the governing body of the liquidating trust or any other liquidating entity. There may be certain adverse tax consequences to our shareholders of receiving and owning interests in a liquidating trust or another liquidating entity as described under the heading “Material United States Federal Income Tax Consequences” beginning on page 101.

Termination

The Plan of Liquidation authorizes and empowers the Board and such officers, managers, agents or other representatives of the Trust as the Board may authorize and direct, when appropriate, as determined by the Board in its discretion, to take such action as necessary to terminate the existence of the Trust by voluntary dissolution under applicable law, to determine the effective date of such dissolution and termination and, to the extent required, to notify any applicable governmental authority of such dissolution and termination.

Interests of Our Trustees and Executive Officers

The interests of our executive officers and trustees of the Trust in the winding-up and liquidation of the Trust pursuant to the Plan of Liquidation following the Sale are generally aligned with the interests of our shareholders; however, certain of such trustees and officers have interests which differ from or are in addition to those of our shareholders. Each of Robert S. Hekemian, Jr. and David B. Hekemian owns a 33% equity interest in Hekemian & Co. The balance of the equity interests in Hekemian & Co. is held by other members of the Hekemian family. As a result of their ownership interest in Hekemian & Co., each of Robert S. Hekemian, Jr. and David B. Hekemian have an interest in the First Amendment and the Management Agreement which will become effective upon the effectiveness of the Plan of Liquidation. For more information, see “Proposal One—The Sale Proposal—Transactions with Hekemian & Co.” beginning on page 47 of this proxy statement.

The Trust owns a 60% interest in Grande Rotunda, LLC (“Grande Rotunda”), a limited liability company which owns a mixed use (office, retail and residential) property in Baltimore, Maryland. The other 40% interest in Grande Rotunda is owned by Rotunda 100, LLC, a limited liability company (“Rotunda 100”) owned by Robert S. Hekemian, Jr., David Hekemian, other members of the Hekemian family and employees of Hekemian & Co. Rotunda 100 will share in the proceeds for the sale of the Grande Rotunda property if it is sold pursuant to the Plan of Liquidation.

The Trust owns a 70% interest in Damascus Centre, LLC, a limited liability company which owns a shopping center located in Damascus, Maryland. The other 30% interest is owned by Damascus 100, LLC, a limited liability company (“Damascus 100”) owned by Robert S. Hekemian, Jr., David B. Hekemian, other members of the Hekemian family and certain employees of Hekemian & Co.. Damascus 100 will share in the proceeds of the sale of the Damascus Centre, LLC property if it is sold pursuant to the Plan of Liquidation.

The Trust owns a 40% interest in Wayne PSC, LLC, a limited liability company which owns a shopping center located in Wayne, New Jersey. The other 60% interest in Wayne PSC, LLC is owned by H-TPKE, LLC, a limited liability company which is controlled by Robert S. Hekemian, Jr., David B. Hekemian and other members of their families. H-TPKE, LLC will receive a share of the proceeds of the sale of the Wayne PSC, LLC property if it is sold pursuant to the Plan of Liquidation.

As of [●], 2020, our executive officers and trustees own, in the aggregate, [●] Shares, for which they will receive, assuming the accuracy of our estimates regarding cash available for distribution to holders of the Shares, aggregate cash distributions of approximately $[●] to $[●] million in connection with the contemplated winding-up and liquidation of the Trust pursuant to the Plan of Liquidation. If the Sale is completed but the Liquidation Proposal is not approved by the Trust’s shareholders, the vesting of options outstanding under our Trust’s Equity Incentive Plan (the “Equity Incentive Plan”) will not accelerate but the Compensation Committee of the Board may consider and approve a reduction of the exercise price of outstanding options at such time as the Board approves a distribution to the Trust’s shareholders.

If the Liquidation Proposal is approved by the Trust’s shareholders, then all unvested outstanding options will become vested upon the closing of the Sale.

The following table indicates the value of options owned by our executive officers and trustees as of [●], 2020 and the estimated compensation to be received in respect of the outstanding options that will vest on the date of the Sale and the special meeting, if the Liquidation Proposal is approved by the Trust’s shareholders, based on our estimates of the amount of cash available for distribution to holders of Shares following the closing of the Sale and pursuant to the Plan of Liquidation.

The Shares; Reporting Requirements

The Shares will be transferable following the closing of the Sale to the same extent as before the closing of the Sale until the Trust is terminated or, if applicable, the establishment of a liquidating trust or other liquidating entity. Also, upon the establishment of a liquidating trust or other liquidating entity, the interests in the trust or entity (i) will not

be transferable (except by will, intestate succession or operation of law) and (ii) will not be represented by certificates.

The Shares are currently registered under the Exchange Act.If the Trust is converted to a liquidating trust or other liquidating entityin connection with our winding-up and liquidation, we expect to terminate registration of all Shares under the Exchange Act and cancel all Shares, and the rights and interests of all Trust shareholders will cease.

Following the Sale and through our subsequent winding-up and liquidation, we will be required to continue to comply with the applicable reporting requirements of the Exchange Act, even if compliance with these reporting requirements is economically burdensome. In order to curtail expenses, we may seek relief from the SEC from the reporting requirements under the Exchange Act. We anticipate that, if such relief is granted, we would continue to file Current Reports on Form 8-K to disclose material events relating to our winding-up and liquidation, along with any other reports that the SEC might require, but would discontinue filing Quarterly Reports on Form 10-Q and would not be required to file audited financial statements in our Annual Reports on Form 10-K.

Regulatory Matters

Other than in connection with the filing of this proxy statement with the SEC, the deregistration of the Shares under the Exchange Act and any requirements under applicable law, we are not aware of any regulatory or governmental requirements that must be complied with or regulatory or governmental approvals that must be obtained in connection with the Plan of Liquidation.

Appraisal or Dissenters’ Rights

You arenot entitled to appraisal or dissenters’ rights (or rights of an objecting shareholder) in connection with the transactions contemplated by the Plan of Liquidation, whether under New Jersey law or our Amended and Restated Declaration of Trust.

Required Vote

The affirmative vote of a majority of the votes cast at the special meeting, assuming a quorum is present, is required for the approval of the Liquidation Proposal. Abstentions and broker non-votes will have no effect on the outcome of the vote on the Liquidation Proposal.

OUR BOARD RECOMMENDS THAT YOU VOTE FOR THE LIQUIDATION PROPOSAL.

PROPOSAL THREE—THE TRUSTEE ELECTION OF TRUSTEESPROPOSAL

The Board of Trustees governs the Trust. The Trust’s Amended and Restated Declaration of Trust, as amended (the “Declaration of Trust”), provides that the Board of Trustees will consist of not fewer than five nor more than nine Trustees.trustees.

The size of the Board of Trustees hasis currently fixed the number of Trustees at nine. The terms of three Trustees shall expire at the Annual Meeting.seven trustees. In order to allow the Board of Trustees to strike a balance with respect to the number of Trusteestrustees whose terms are expiring at each annual meeting of the Shareholders,shareholders, the Declaration of Trust authorizes the Board of Trustees to designate whether the term of a nominee for Trustee shalltrustee will either be two years or three years at the time a Trusteetrustee is nominated for election.

The Trust’s Declaration of Trust was amended in December 2017 to provide that no person who has reached the age of 75 will be permitted to serve as a trustee, except that any Trustee who reaches the age of 75 while in office will be permitted to complete his or her then-current term. In addition, any Trustee who was in office as of November 1, 2017 is permitted to remain in office until such Trustee reaches the age of 79, at which time such Trustee is permitted to either retire as a trustee upon reaching the age of 79, or continue to serve as a trustee for the remainder of the then-current term.

Nominees

Consistent with the recommendation of the Nominating Committee of the Board, the Board of Trustees has nominated each of Robert S. Hekemian, David F. McBride and Robert S. Hekemian, Jr. and David F. McBride for election as Trustees at the Annual Meetingtrustees each for a three-year terms as Trusteesterm to commence at the Annual Meetingspecial meeting and expire at the 2020 Annual Meeting.2023 annual meeting.

Robert S. Hekemian, Jr. and David F. McBride and Robert S. Hekemian, Jr. are currently members of the Board, of Trustees, with their terms of office scheduled to expire as of the date of the Annual Meeting.in April 2020. Please see the section captioned “Board of Trustees” below for a description of the business experience of and other relevant information with respect to the nominees.

It is the intention ofUnless otherwise instructed, the persons named in the accompanying proxy intend to vote unless otherwise instructed, in favor of the election of each of Robert S. Hekemian, David F. McBride and Robert S. Hekemian, Jr. and David F. McBride to three-year terms as Trustees.trustees. Should Robert S. Hekemian, Jr. or David F. McBride or Robert S. Hekemian, Jr. be unable to serve, the proxies will be voted for the election of such other person or persons as shallwill be determined by the persons named in the proxy in accordance with their judgment, and any such person elected in their place shallwill be elected to a three-year term as Trustee. Management of the Trust is not aware of any reason why Robert S. Hekemian, Jr. or David F. McBride or Robert S. Hekemian, Jr., if elected, would be unable to serve as a Trustee.trustee if elected.

The Board of Trusteesunanimously recommends athat you voteFOR the election of Robert S. Hekemian, David F. McBride andeach of Robert S. Hekemian, Jr. and David F. McBride for trustee pursuant to three-year terms as Trustees.

the Trustee Election Proposal.

Executive Officers, Trustees and TrusteesNominees for Trustee

The Executive Officersexecutive officers and Trusteestrustees of the Trust, are:and the nominees for trustee, are as follows:

* Nominee for re-election as Trustee at the special meeting.

There are no family relationships among the Trusteestrustees, nominees for trustee and the Executive Officers,executive officers, except that Robert S. Hekemian, Jr., Chief Executive Officer, President and a Trusteetrustee of the Trust, isand David B. Hekemian, a

trustee, are siblings and the sonsons of the late Robert S. Hekemian, the Trust’s former Chairman of the Board and Chief Executive Officer.Officer and the former Chairman and Chief Executive Officer and former shareholder of Hekemian & Co. During the past five years, none of the trustees, nominees for Trusteetrustee or Executive Officersexecutive officers of the Trust have served as directors of any company with a class of securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act or any company registered as an investment company under the Investment Company Act of 1940, as amended, except Robert S. Hekemian, Jr., who iswas a director of Oritani Financial Corp. (ORIT), the holding company for Oritani Bank, of which he iswas also a director until Oritani Financial Corp. merged into Valley National Bancorp in December 2019, and Ronald J. Artinian, who served as a director of CommonWealth REIT (CWH)(now known as Equity Commonwealth) during 2014, and The Reserve, The Reserve Primary Fund in Liquidation and The Reserve Yield Plus Fund in Liquidation, which are registered investment companies, from 2006 to 2016.2016.

Each of the Executive Officersexecutive officers of the Trust serves in his office(s) until such time as his successor is elected and qualified.

Biographical Information

Robert S. Hekemian, Jr. has been active in the real estate industry for more than 58 years. Mr. Hekemian has served as Chairmana trustee since 2007, and he was appointed as Chief Executive Officer of the BoardTrust in April 2018 following the retirement of the late Robert S. Hekemian as Chairman and Chief Executive Officer of the Trust since 1991, and as a Trustee since 1980. From 1981 to 1991,Trust. Mr. Hekemian was additionally appointed to the office of President of the Trust. From 2002 to 2003,Trust in February 2019. Mr. Robert Hekemian, served as Chief Financial Officer of the Trust. HisJr.’s current term as a member of the Board of Trustees is scheduled to expire in April 2020, and his term as Chief Executive Officer will expire at the Annual Meeting. Since 1983,such time as his successor is appointed and qualifies. Mr. Hekemian has also been the Chairmaninvolved in a variety of the Board and Chief Executive Officer of Hekemian & Co., Inc. (“Hekemian & Co.”), a real estate brokerageactivities for over 35 years, including property management, leasing, mortgage financing, construction and management company

which manages the Trust’sacquisitions of residential and commercial properties and owns and develops real estate assetslocated throughout the Northeast and Mid-Atlantic regions of the United States. He has served as President and Chief Operating Officer of Hekemian & Co. since 2004, and is a member of the Executive Committee of Hekemian & Co. From 1983 to 2003, Mr. Hekemian served as a directorExecutive Vice President of Pascack Community Bank prior to its merger with and into Lakeland Bank on January 7, 2016. See the section entitled “Certain Relationships and Related Party Transactions” in this Proxy Statement. HeHekemian & Co. Mr. Hekemian is also a director, a partner and an officer in numerous privateprincipally responsible for identifying real estate corporationsacquisitions and partnerships.

Donald W. Barney has served as Presidentevaluating the performance of the Trust since 1993, as Treasurer and Chief Financial Officer of the Trust since 2003, and as a Trustee since 1981. His current term as a member of the Board of Trustees is scheduled to expire in April 2018. Mr. Barney was associated with Union Camp Corporation, a diversified manufacturer of paper, packaging products, chemicals and wood products, from 1969 through 1998 in various positions, including Vice President and Treasurer. Mr. Barney is also a partner and director in several private real estate investment companies.

Herbert C. Klein, Esq. has served continuously as a Trustee since 1961 except for the two-year period from January 1993 to January 1995 when Mr. Klein served as an elected member of the United States Congress, House of Representatives, for the 8th Congressional District of New Jersey. His current term as a member of the Board of Trustees is scheduled to expire in April 2018. From 1991 through the end of 1992, Mr. Klein served as President of the Trust. Mr. Klein has been an attorney since 1956properties managed by Hekemian & Co. with a practice devoted to real estate, corporate matters and government relations.view toward maintaining or altering management and/or leasing strategies. Mr. Klein was a Partner inHekemian also serves on the law firm of Nowell Amoroso Klein Bierman P.A. from 1999 to 2015. Mr. Klein is currently Of Counsel to the law firm of Genova Burns LLC. Mr. Klein is a former memberboards of the New Jersey State Assembly. Mr. Klein is also a partnerYork Philharmonic and principal in numerous private investment real estate companies.the Bergen Community College Foundation. He is a member of the Board of OverseersGovernors of Hackensack University Medical Center, a trustee of the RutgersHackensack University Medical Center Foundation (the “Foundation”), a member of the Executive Committee of the Board of Directors of the Foundation, a member of the Chairman’s Advisory Committee of the National Democratic Institute,and a member of the Board of the Montclair Art Museum, and a memberGovernors of the boardHackensack Meridian School of directors of numerous philanthropic organizations.Medicine at Seton Hall University.

Ronald J. Artinian has served as a Trusteetrustee since 1992. His1992, and he was appointed as Chairman of the Trust in April 2018 following the retirement of the late Robert S. Hekemian as Chairman and Chief Executive Officer of the Trust. Mr. Artinian’s current term as a member of the Board of Trustees is scheduled to expire in April 2019.2022, and his term as Chairman will expire at such time as his successor is appointed and qualifies. Mr. Artinian worked in the financial services industry for 26 years, including with Smith Barney, Inc. from 1989 to 1998, where Mr. Artinian held positions as aan Executive Vice President, Managing Director and National Sales Manager. Mr. Artinian retired from Smith Barney in January 1998 in order to pursue other business interests as a private investor. Mr. Artinian joined the board of The Reserve, a money market fund, in 2007.2007 and served as lead independent director of such board from March 2009 through December 2016. Mr. Artinian served as a member of the board of NYMAGIC, Inc., an insurance holding company specializing in commercial lines property and casualty and ocean marine insurance, from 2008 until the sale of that company in 2010.

Alan L. Aufzien has He also served as a Trustee since 1992. His current term as a memberon the board of the Board of Trustees is scheduled to expire in April 2019. Since 1986, Mr. Aufzien has been Chairman and Managing Partner of The Norall Organisation, an investment company. From 1980 to 1998, Mr. Aufzien was a partner in the Meadowlands Basketball Association, t/a New Jersey Nets (member of the National Basketball Association, nowCommonWealth REIT (now known as the Brooklyn Nets)Equity Commonwealth), and was its Chairman and Chief Executive Officer, and then its Secretary and Treasurer, as well as a member of its Board of Directors.

real estate investment trust, during 2014.

David F. McBride, Esq. has served as a Trusteetrustee since 2007. His current term as a member of the Board of Trustees is scheduled to expire at the Annual Meeting.in April 2020. Mr. McBride has over 4045 years of diversified real estate experience. He is the Chief Executive Officer of McBride Enterprises, Inc., a family-owned real estate company started in 1898. Mr. McBride was responsible for the development of numerous office and industrial properties, as well as residential projects in Northern New Jersey. He also oversaw the operations of his family’s general construction company, the Alpert P. Schmidt Construction Company, civil engineering firm, Urban Planning and Engineering Company, and commercial brokerage firm, McBride Corporate Real Estate. Mr. McBride was also instrumental in forming the Keystone Property Trust (NYSE) in 1998 and served as its Chairman of the Boardits board until its sale to ProLogis (NYSE) in 2004. Mr. McBride has also been a Partner in and is presently Of Counsel to the law firm of Harwood Lloyd, LLC,

specializing in real estate matters. Since 1998, Mr. McBride has also served as the Chairman and President of the Mountain Club Inc., t/a The High Mountain Golf Club. Mr. McBride also servesserved on the Advisory Board of the McDonough School of Business at Georgetown University.

Robert S. Hekemian, Jr. has served as a Trustee since 2007. His current term as a member of the Board of Trustees is scheduledUniversity from 2008 to expire at the Annual Meeting. Mr. Hekemian has been involved in real estate activities for over 25 years, including property management, leasing, mortgage financing, construction and acquisitions of residential and commercial properties located throughout the Northeast and Mid-Atlantic regions of the United States. He has served as President and Chief Operating Officer of Hekemian & Co. since 2004. From 1983 to 2003, Mr. Hekemian served as Executive Vice President of Hekemian & Co. Mr. Hekemian is principally responsible for identifying real estate acquisitions and evaluating the performance of the real estate properties managed by Hekemian & Co. with a view toward maintaining or altering management and/or leasing strategies. Mr. Hekemian also serves on the Boards of Directors of Oritani Bank and Oritani Financial Corp., the holding company for the bank, and the New York Philharmonic. Mr. Hekemian is Chairman of the Bergen Community College Foundation. He is a Member of the Board of Governors, Hackensack University Medical Center, and a Trustee of the Hackensack University Medical Center Foundation.2018.

John A. Aiello, Esq. has served as the Secretary and Executive Secretary of the Trust since 2003 and as a member of the Board of Trustees since December 2015. His current term as a member of the Board of Trustees is scheduled to expire in April 2018.2021. Mr. Aiello is an officer and shareholder of the law firm of Giordano, Halleran & Ciesla, P.C., where he has practiced law for 4246 years. He is Chairman of the law firm’s Corporate and Securities practice group and concentrates his practice on corporate and securities law matters, including mergers and acquisitions and various corporate finance transactions. See the section entitled “Certain Relationships and Related Party Transactions”Transactions; Trustee Independence” in this Proxy Statement.proxy statement. Mr. Aiello is aan emeritus member and former Chairman of the Board of Directors of the Business Law Section of the New Jersey State Bar Association and a former member of the Board of Directors of the New Jersey chapter of the Association for Corporate Growth, a non-profitnonprofit organization of professionals and business leaders in the middle market mergers and acquisitions space. Mr. Aiello is also a member of the Advisory Board of the Leon Hess School of Business of Monmouth University Business Council.University.

Justin F. Meng has served as a member of the Board of Trusteestrustee since February 2016. His current term as a member of the Board of Trustees is scheduled to expire in April 2019.2022. Mr. Meng is a Managing Partner and Co-Portfolio Manager at V3 Capital Management L.P., an investment firm

focused on publicly-tradedpublicly traded real estate securities that he co-founded in 2011. Previously, he was Partner and Head of REIT Research for High Rise Capital Management, L.P., where he worked from 2005 to 2011. From 2002 to 2005, Mr. Meng served as an Associate at J.P. Morgan Asset Management in the Real Estate Investment Group, where he worked both in the acquisitions and asset management departments. From 2000 to 2002, he served as an Analyst at J.P. Morgan Asset Management in their Fixed Income Group. Mr. Meng is a CFA charterholder.

David B. Hekemian has served as a trustee since April 2018. His current term as a member of the Board is scheduled to expire in April 2021. Mr. Hekemian has served as a commercial real estate executive at Hekemian & Co. for over 30 years, holding positions of increasing responsibility throughout his tenure at the company with a focus on strategic business and investment planning, retail development and leasing, asset profitability management and lender negotiations. From 1988 to 1992, he served as Property Manager and, from 1992 to 1996, he served as Vice President-Salesperson. Since 1996, Mr. Hekemian has served as Principal/Broker-Salesperson, Director of Commercial Brokerage and as a member of Hekemian & Co.’s Executive Committee. Mr. Hekemian is a member of the Armenian Missionary Association of America, where he served as Assistant Treasurer and a member of the Budget and Finance Committee from 1998 to 2007 and as Co-Chairman of the Investment Committee from 1996 to 2009, which included oversight and management of a $100 million equity and fixed income portfolio. Mr. Hekemian is also a member of the Council for the Borough of Saddle River, NJ.

Richard J. Aslanian has served as a trustee since April 2018. His current term as a member of the Board is scheduled to expire in April 2021. Mr. Aslanian is the Co-Founder of Welcome Home Brands, LLC, a distributor of imported paper and plastic bakeware products that services cruise lines, hotels, casinos and food service companies founded in 2010. From 2007 to 2009, Mr. Aslanian was the Chief Executive Officer, sole Managing Member and founder of Blue Ram Capital Management, LLC, which managed an investment partnership of public equities in developed markets. In 2006, Mr. Aslanian retired from Goldman Sachs & Co. as a Managing Director after having been with the firm since 1991, during which time he was co-head of one of the most prominent wealth management teams of the firm. From 1985 to 1991, Mr. Aslanian was an attorney at the law firm of Paul, Weiss, Rifkind, Wharton & Garrison LLP where he concentrated his practice on corporate and tax matters and public and private mergers and acquisitions. Mr. Aslanian established the Richard J. Aslanian Scholarship Fund, an endowed scholarship, at the University of Pennsylvania, and has served on the boards of several charitable organizations, including the Partnership for Inner-City Education, the Harrison Educational Foundation and the Armenian Church Endowment Fund.

Allan Tubin was appointed as Chief Financial Officer and Treasurer of the Trust in February 2019. Mr. Tubin is the Chief Financial Officer of Hekemian & Co., the Trust’s Managing Agent. As Chief Financial Officer of Hekemian & Co., Mr. Tubin is responsible for corporate and project finance, budgeting and tax planning, accounting, and SEC compliance for the Trust. He is a member of Hekemian & Co.’s Acquisitions and Development Due Diligence Team, where he is responsible for financial forecasting and modeling. Mr. Tubin has over 25 years’ experience in

real estate finance. Prior to joining Hekemian & Co. in 1996, he served as the Chief Financial Officer for the international real estate activities of the investment bank Donaldson, Lufkin & Jenrette, and served as a certified public accountant with Ernst & Young.

Meetings of the Board of Trustees

During the fiscal year ended October 31, 2016,2019, the Board of Trustees held ten13 meetings and acted by unanimous written consent on three occasions. During fiscal 2016, eachEach incumbent member of the Board of Trustees attended at least 75% of the aggregate number of (i) meetings of the Board of Trustees and (ii) meetings of the committees of the Board of Trustees on which he served.served that were held during the fiscal year ended October 31, 2019.

Trustee Attendance at AnnualSpecial Meeting

The Trust encourages all of the Trusteestrustees to attend the Annual Meeting,special meeting, and expects that all Trusteestrustees will attend the Annual Meetingspecial meeting absent a valid reason such as a scheduling conflict. All of the Trusteestrustees attended the Annual Meeting of Shareholders held on April 7, 2016.4, 2019.

Committees of the Board of Trustees

The Board of Trustees has fourfive standing committees: the Executive Committee,Committee; the Nominating Committee,Committee; the Compensation Committee; the Audit Committee and the AuditLong-Term Planning Committee. The Board also established the Special Committee in March 2019.

Executive Committee

The Executive Committee of the Board of Trustees is authorized to make policy and certain business decisions during any interval between meetings of the Board of Trustees.Board. All decisions of the Executive Committee are promptly reported to the Board of Trustees.Board. During fiscal 2016, the members of the Executive Committee were, and currently are, Robert S. Hekemian, Donald W. Barney, Herbert C. Klein,2019, Ronald J. Artinian and Alan L. Aufzien. Robert S. Hekemian, is the Chairman ofJr. served on the Executive Committee. TheDuring the fiscal year ended October 31, 2019, the Executive Committee did not meet during fiscal 2016.and did not act by unanimous written consent.

Nominating Committee

The Nominating Committee is authorized to identify, evaluate and recommend to the Board of Trustees prospective nominees for Trustee, periodically review the Trust’s governance guidelines and make recommendations to the Board of Trustees from time to time as to matters of governance. The Nominating Committee also periodically reviews the performance of the Board of Trustees and its members and makes recommendations to the Board of Trustees on the number, function, and composition of the Board of Trustees and the committees of the Board, of Trustees, and on the terms of the Trustees.trustees. The Nominating Committee’s charter is available on the Trust’s website atwww.freitnj.com under the “About FREIT” and “Corporate Governance” tabs.

The Nominating Committee reviews the qualifications of various persons to determine whether they might make good candidates for consideration for membership on the Board, of Trustees, without a particular focus on diversity. The Nominating Committee considers the nominee’s business judgment, skill and experience, the nominee’s understanding of the Trust’s business and industry and other related industries, the nominee’s integrity, reputation and independence, and such other factors as the Nominating Committee determines are relevant in light of the needs of the Board of Trustees and the Trust and its Shareholders.shareholders. With respect to any pesonperson nominated for re-election to the Board, of Trustees, the Nominating Committee is authorized to consider the nominee’s performance on the Board of Trustees before nominating the Trustee for re-election at an annual meeting. The Trust does not pay a fee to any third party to identify or assist in identifying or evaluating potential nominees.

The Nominating Committee will also consider candidates for Trusteetrustee recommended by the Shareholders.shareholders. The process by which a Shareholdershareholder may suggest a candidate to be nominated for election to the Board of Trustees can be found in the section of this Proxy Statementproxy statement entitled “Shareholder Proposals and Recommendations for Nomination of Trustees.” The Nominating Committee will apply the same criteria described above to review and evaluate the qualifications of

any candidate recommended by a Shareholder.shareholder. However, the Nominating Committee has sole discretion whether to recommend any nominee for Trustee submitted by a Shareholdershareholder to the Board of Trustees.Board.

The current members of the Nominating Committee of the Board of Trustees are Donald W. Barney, Alan L. Aufzien and Ronald J. Artinian. Although Mr. AufzienArtinian, Justin F. Meng and Mr.Richard J. Aslanian. Ronald J. Artinian, Justin F. Meng and Richard J. Aslanian meet the requirements for independence set forth in the definition of “independent director” in the listing rules of the NASDAQ Stock Market (the “NASDAQ Listing Rules”), Mr. Barney is not considered independent under the definition of “independent director” in the NASDAQ Listing Rules because he is an Executive Officer of the Trust.. The Nominating Committee approved recommendations to the Board of Trustees that each of Robert S. Hekemian, Jr. and David F. McBride and Robert S. Hekemian, Jr. be nominated for re-election as Trustees totrustees for three-year terms. The Board of Trustees subsequently approved such nominees. TheDuring the fiscal year ended October 31, 2019, the Nominating Committee held two meetingsdid not meet and acted by unanimous written consent on one occasion during fiscal 2016.occasion.

Compensation Committee

The Compensation Committee is charged with the responsibility of defining the Trust’s compensation philosophy and objectives, reviewing the compensation of the Executive Officersexecutive officers and Trustees,trustees, and making recommendations to the full Board of Trustees with respect to such compensation matters. The Compensation Committee is governed by a written charter, which is available on the Trust’s website atwww.freitnj.com under the “About FREIT” and “Corporate Governance” tabs. The current members of the Compensation Committee of the Board of Trustees are David F. McBride, RonaldJustin F. Meng, and Richard J. Artinian and Alan L. Aufzien. Mr.Aslanian. David F. McBride serves as the Chairman of the Compensation Committee. Each of the members of the Compensation Committee satisfies the qualifications for independence under the NASDAQ Listing Rules.

The Compensation Committee’s processes and procedures for the foregoing reviews and analyses of the compensation of the Trust’s Executive Officersexecutive officers are discussed under “Executive Compensation” below. The compensation of the Trusteestrustees is discussed under “Trustee Compensation” below. TheDuring the fiscal year ended October 31, 2019, the Compensation Committee held one meeting during fiscal 2016.

two meetings and acted by unanimous written consent on two occasions.

Audit Committee

The current members of the Audit Committee of the Board of Trustees are Ronald J. Artinian, Alan L. AufzienDavid F. McBride and Herbert C. Klein. Mr.Richard J. Aslanian. Ronald J. Artinian serves as the Chairman of the Audit Committee. Each of member of the Audit Committee satisfies the audit committee qualifications under the NASDAQ Listing Rules and is independent, as independence for audit committee members is defined in the NASDAQ Listing Rules, and they each meetmeets the independence requirements of Exchange Act Rule 10A-3(b)(1).

TheDuring the fiscal year ended October 31, 2019, the Audit Committee held four meetings during fiscal 2016.and acted by unanimous written consent on one occasion. The Audit Committee selects the independent registered public accounting firm (the “Independent Auditors”Registered Public Accountants”) to audit the books and accounts of the Trust. In addition, the Audit Committee reviews and pre-approves the scope and costs of all services (including non-audit services) provided by the Independent Auditors.Registered Public Accountants. The Audit Committee also monitors the effectiveness of the audit effort and financial reporting and inquiresinquiries into the adequacy of the Trust’s financial and operating controls.

Based on its review of the criteria of an Audit“Audit Committee Financial ExpertExpert” under the rules of the Securities and Exchange Commission (the “SEC”),SEC, the Board of Trustees does not believe that any of the members of the Trust’s Audit Committee qualifiesqualify as an Audit Committee Financial Expert.

Each of Ronald J. Artinian, Alan L. AufzienDavid F. McBride and Herbert C. KleinRichard J. Aslanian has made significant contributions and provided valuable service to the Trust and its Shareholdersshareholders as members of the Audit Committee. The Board of Trustees believes that each of Mr. Artinian, Mr. AufzienMcBride and Mr. KleinAslanian has demonstrated that he is capable of (i) understanding accounting principles generally accepted in the United States of America (“GAAP”),GAAP, (ii) assessing the general application of GAAP principles in connection with the accounting for estimates, accruals and reserves, (iii) understanding financial statements and analyzing and evaluating the Trust’s financial statements, (iv) understanding internal controls and procedures for financial reporting, and (v) understanding audit committee functions, all of which are attributes of an Audit Committee Financial Expert under the rules of the SEC.

Given the business experience and acumen of Mr. Artinian, Mr. AufzienMcBride and Mr. Klein and their long standing service as members ofAslanian, the Board of Trustees and its various committees, including the Trust’s Audit Committee, the Board of Trustees believes that each of Mr. Artinian, Mr. Aufzien and Mr. Kleinthem is qualified to carry out all duties and responsibilities of the Trust’s Audit Committee. However, Mr. Artinian, Mr. McBride and Mr. Aslanian have not acquired these attributes through the specific experiences that are required for qualification as an Audit Committee Financial Expert under the rules of the SEC, such as experience serving as, or experience actively supervising, a principal financial officer, principal accounting officer, controller, public accountant or auditor, or experience overseeing or assessing the performance of companies or public accountants with respect to the preparation, auditing or evaluation of financial statements. Therefore, the Board does not believe that any of its current members meets all of the requirements under the SEC rules for qualification as an Audit Committee Financial Expert.

The Board of Trustees believes that oneAllan Tubin, the Trust’s Chief Financial Officer and Treasurer, meets all of its members, Donald W. Barney, would qualifythe requirements under the rules of the SEC for qualification as an Audit Committee Financial Expert. However, Mr. Barney previously resigned from the Audit Committee in connection with his appointment to the office of TreasurerTubin is not a trustee of the Trust and his assumptionwould not meet the requirements for qualification as an “independent director” under the NASDAQ Listing Rules due to the fact that Mr. Tubin is an executive officer of the roleTrust and an executive officer of Chief Financial Officer ofHekemian & Co., the Trust.Trust’s Managing Agent. As Chief Financial Officer of the Trust, Mr. Barney has made andTubin will continue to make the certifications required under the Sarbanes-Oxley Act of 2002 and the related rules adopted by the SEC with respect to (i) the Trust’s financial statements and other financial information included in periodic reports filed with the SEC, (ii) the Trust’s disclosure controls and procedures regarding the disclosure to the certifying officers of material information relating to the Trust, and (iii) the Trust’s internal controls and the adequacy of the design and operation of such internal controls. As a certifying officer of the Trust, Mr. Barney meetsTubin will meet with and makesmake reports to the Audit Committee with respect to the items which are the subject matter of his certifications. The

Based on the foregoing, the Board of Trustees believes that it is important to maintain independence between the Audit Committee functions effectively and properly performs and discharges its duties, and the

certifying officers of the Trust, and that the significance and importance of maintaining such an independent relationship outweigh the importance of having a person who technically satisfies the definition of an Audit Committee Financial Expert serve on the Audit Committee.

At this time, the Board of Trustees does not believe that it is necessary at this time to actively search for an outside person to serve on the Board of Trustees who would qualify as an Audit Committee Financial Expert.

Long-Term Planning Committee

The Long-Term Planning Committee was established in June 2018, and was charged with the exploration, evaluation and review of strategies to maximize the long-term value and liquidity of the Trust for the Trust’s shareholders, and making recommendations and providing reports and analyses to the Board regarding the same. The Long-Term Planning Committee was further charged with supervising and reporting to the Board as to the implementation of any strategy recommended by the Long-Term Planning Committee and approved by the Board, and with undertaking and pursuing any specific initiatives that the Board may assign to the Long-Term Planning Committee from time to time.

The current members of the Long-Term Planning Committee are Justin F. Meng, Robert S. Hekemian, Jr., Ronald J. Artinian, David F. McBride and Richard J. Aslanian. Mr. Meng serves as the Chairman of the Long-Term Planning Committee. During the fiscal year ended October 31, 2019, the Long-Term Planning Committee held 4 meetings and did not act by unanimous written consent. Upon establishment of the Special Committee in March 2019, the Special Committee effectively took over from the Long-Term Planning Committee the exploration, evaluation and review of strategies to maximize the long-term value and liquidity of the Trust for the Trust’s shareholders.

Special Committee

In addition to the five standing committees of the Board, the Board established the Special Committee in March 2019 and charged the Special Committee with exploring potential strategic alternatives involving the Trust, including, without limitation, a potential sale of the Trust, a business combination involving the Trust or other alternatives for maximizing shareholder value, and determining whether a potential strategic transaction is in the best interests of the Trust and its shareholders.

The current members of the Special Committee are Ronald J. Artinian, Richard J. Aslanian, David F. McBride and Justin F. Meng. Mr. Meng serves as the Chairman of the Special Committee.

Audit Committee Report

The following Reportreport of the Audit Committee (the “Report”) does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other Trust filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent the Trust specifically incorporates this Report by reference therein.

The Audit Committee meets each quarter during the fiscal year with the Trust’s Independent AuditorsRegistered Public Accountants and members of Hekemian & Co. and focuses on the following areas:

The Audit Committee and/or its chairperson meets separately with Hekemian & Co. and the Trust’s Independent Auditors.Registered Public Accountants. The Independent AuditorsRegistered Public Accountants have unrestricted access to the Audit Committee. The Independent AuditorsRegistered Public Accountants make a quarterly reportperiodic reports directly to the Audit Committee out of the presence of Hekemian & Co. concerning their functions as the Trust’s Independent Auditors.Registered Public Accountants.

The Board of Trustees has adopted a written charter setting out the audit relatedaudit-related functions. The Audit Committee’s charter is available on the Trust’s website atwww.freitnj.com under the “About FREIT” and “Corporate Governance” tabs. The Audit Committee reviews its charter on an annual basis and updates the charter as necessary.

Hekemian & Co. has primary responsibility for the Trust’s financial statements and the preparation of all financial statements and the maintenance of the Trust’s internal controls. The Independent AuditorsRegistered Public Accountants audit the annual financial statements prepared by Hekemian & Co., and express an opinion as to whether those financial statements fairly present the Trust’s financial position, results of operations and cash flows of the Trust in conformity with GAAPGAAP. The Independent Registered Public Accountants also audit the internal controls over financial reporting designed and discussmaintained by Hekemian & Co., and express an opinion as to whether those controls are operating effectively. Any issues the Independent Registered Public Accountants believe should be raised are discussed with the Audit Committee any issues they believe should be raised.Committee.

For the fiscal 2016,year ended October 31, 2019, the Audit Committee reviewed the Trust’s audited financial statements and met with both Hekemian & Co. and EisnerAmper LLP, the Trust’s Independent Registered

Public Accounting Firmindependent registered public accountants for the 2016 fiscal year ended October 31, 2019, to review and discuss all financial statements and their respective assessments of the effectiveness of the Trust’s internal control over financial reporting. Hekemian & Co. has represented to the Audit Committee that the financial statements were prepared in conformity with GAAP.

The Audit Committee has received from and discussed with EisnerAmper LLP the written disclosure and the letter required by Public Company Accounting Oversight Board (“PCAOB”) Rule 3526 (Independence Discussion with Audit Committees). These items relate to that firm’sEisnerAmper LLP’s independence from the Trust. The Audit Committee also discussed with EisnerAmper LLP any matters required to be discussed by Auditing Standards No. 16,Standard 1301, as amended (Communication with Audit Committees), as adopted by the PCAOB in Rule 3200T.

On the basis of these reviews and discussions, the Audit Committee recommended to the Board of Trustees that the Trust’s audited financial statements be included in the Trust’s Annual Report on Form 10-K for the fiscal year ended October 31, 2016,2019, for filing with the SEC.

Corporate Governance

Code of Ethics

The Trust has adopted a Code of Ethics that is applicable to all Trustees,trustees, officers and management employees of the Trust, including, without limitation, the Trust’s principal executive and senior financial officers.officers (the “Code of Ethics”). The Audit Committee is charged with administering and interpreting the Code of Ethics. The Code of Ethics is available on the Trust’s website atwww.freitnj.com under the “About FREIT” and “Corporate Governance” tabs.

Board Leadership Structure

The Board of Trustees does not have a fixed policy regarding the separation of the positions of Chairman of the Board and Chief Executive Officer; rather, the Board favors the flexibility to select the Chairman and to determine the optimal Board leadership structure from time to time in the best interests of the Trust and its Shareholders.  shareholders.

At this time,From 1991 to 2018, the Board of Trustees believes that the Trust and its Shareholders are best served by having the same individual,late Robert S. Hekemian serveserved as both Chairman of the Board and Chief Executive Officer.Officer of the Trust. The Board of Trustees believesbelieved that the optimal leadership structure for the Trust was the centralization of leadership through the combination of these two roles in a single individual promotes the development and implementation of corporate strategy and the advancement of the Trust’s goals. The combination of the Chairman and Chief Executive Officer positionsroles in Mr. Hekemian based on Mr. Hekemian’s particular background, experience and knowledge of the real estate industry and markets in which the Trust operated, as well as Mr. Hekemian’s availability to serve both roles in view of the fact that the Trust’s executive officers are employed on a single individual ispart-time, non-exclusive basis and engage in business activities outside of the optimal structureTrust.

Upon Robert S. Hekemian’s retirement as Chairman and Chief Executive Officer of the Trust in April 2018, the Board appointed Robert S. Hekemian, Jr., a trustee of the Trust and Chief Operating Officer of Hekemian & Co., to succeed Robert S. Hekemian as Chief Executive Officer of the Trust, and Ronald J. Artinian, a trustee of the Trust and Chairman of the Audit Committee, to succeed Mr. Hekemian as Chairman of the Board. The Board believed that Robert S. Hekemian, Jr. and Ronald J. Artinian had the experience and qualifications to serve as Chief Executive Officer and Chairman of the Board, respectively, and that Mr. Hekemian and Mr. Artinian had distinguished themselves as talented and capable leaders of the Trust in the course of their service as trustees and in other capacities, such as, in the case of Robert S. Hekemian, Jr., as the Chief Operating Officer of Hekemian & Co., and in the case of Ronald J. Artinian, as Chairman of the Audit Committee of the Board. The Board further believed that Mr. Hekemian and Mr. Artinian were attractive candidates for the Chief Executive Officer to efficiently and effectively execute his duties and fulfill his responsibilities as the principal executive officer of the Trust, to keep the Board informed about matters affectingChairman positions, respectively, based on their familiarity with the Trust and to facilitate communication between managementits business and the Board. In addition, this unityreal estate portfolio, as well as their experience with corporate governance matters that they had acquired over their many years of leadership eliminates the potential for confusion or duplication of efforts, and provides for clear leadership and accountability and effective

decision-making forservice to the Trust. The Board therefore determined that the Trust and its shareholders would be best served by elevating both Robert S. Hekemian, Jr. and Ronald J. Artinian to formal leadership and strategy-developing roles in the Trust, by naming them to succeed the late Robert S. Hekemian as Chief Executive Officer and Chairman of Trusteesthe Board, respectively.

The Board does not have a “lead” independent director.trustee. In view of the relatively small size of the Board and the ample opportunities that the independent trustees have to hold discussions among themselves in conjunction with meetings of the Board (but outside the presence of the non-independent trustees), the Board does not believe that it is necessary to designate a “lead” independent trustee at this time. However, the Board believes that Ronald J. Artinian, in effect, functions as a “lead” independent trustee on an informal basis through his performance of the duties and functions as Chairman of the Board.

Risk Oversight

The full Board of Trustees is responsible for actively overseeing the Trust’s risk profile and management’s processes for assessing and managing risk through regular meetings of the Board, as well as informal communications with management. The Chairman and Chief Executive Officer, other senior management members and employees of Hekemian & Co., the Trust’s managing agent, regularly report to the Board on significant risks affecting the Trust, including financial, operational and strategic risks. The full Board (or the appropriate committee of the Board, in the case of risks that are under the purview of a particular committee) receives these reports from management to enable the Board (or committee, as the case may be) to understand the Trust’s risk identification, risk management and risk mitigation strategies.

In addition, while the full Board of Trustees has the ultimate oversight responsibility for the risk oversight process, various committees of the Board comprised of independent directors also have responsibility for risk oversight. The Audit Committee of the Board of TrusteesBoard: (i) reviews and assesses risk relative to insurance coverage for the Trust’s operating activity and financial investments, including the investment of liquid assets; (ii) evaluates the impact, if any, of changes in interest rates and energy prices and oversees actions taken to mitigate risk associated with fluctuations in interest rates and energy prices; (iii) conducts internal control reviews and reports any material issues raised in the course of such reviews; and (iv) reviews internal controls onover financial reporting with the Independent Auditors.Registered Public Accountants. The Audit Committee presents reports to the full Board of Trustees on a quarterly basis and reports any matters relative to risk oversight that require the attention or action of the full Board. The Compensation Committee oversees the Trust’s compensation programs to ensure that they do not create incentives that expose the Trust to unnecessary and excessive risks. 

When a report from management is vetted at the committee level, the chairperson of that committee subsequently reports on the matter to the full Board, of Trustees, which enables the Board and the committees to coordinate the Board’s risk oversight role.

EXECUTIVE COMPENSATION

The Trust is externally managed by Hekemian & Co. Robert S. Hekemian, Jr., Chief Executive Officer, President and a real estate management company establishedtrustee of the Trust, and David B. Hekemian, a trustee of the Trust, each holds a 33.3% equity interest in 1933.Hekemian & Co. The balance of the equity interests in Hekemian & Co. is ownedheld by other members of the family of Robert S. Hekemian Chairman and Chief Executive Officer of the Trust, and Robert S. Hekemian, Jr., a Trustee of the Trust.family. As compensation for its management services, the Trust pays Hekemian & Co. management and other fees pursuant to athe Management Agreement between the Trust and Hekemian & Co.Agreement. In addition, as an incentive to the employees of Hekemian & Co. (including members of the Hekemian family) to identify and provide real estate investment opportunities for the Trust, the Trust has advanced to such employees, who are investors in certain joint venture projects, a portion of the equity capital required to be contributed by them to such joint ventures. The Management Agreement and these other incentives are more particularly described in “Certain Relationships and Related Party Transactions; DirectorTrustee Independence” below.

In view of the Trust’s external management structure, the Trust does not employ Executive Officersexecutive officers on a full-time basis. The following Compensation Discussion and Analysis presents information regarding the Trust’s compensation policies and programs and the compensation of the Trust’s Executive Officers.executive officers.

Compensation Discussion and Analysis

Overview

The Trust’s compensation program is designed to properly compensate the Executive Officersexecutive officers commensurate with the duties and services that they are employed to perform for the Trust, to reward their dedication, hard work and success and align their interests with the long-term interests of the Trust. The Compensation Committee reviews the compensation paid to the Executive Officersexecutive officers in consideration of these objectives and makes recommendations to the Board of Trustees regarding its determinations. The various factors considered by the Compensation Committee in reaching its determinations concerning the compensation of the Executive Officersexecutive officers are discussed under “Fiscal 20162019 Compensation” below.

Recovery of Erroneously Awarded Compensation

The Board of Trustees has adopted a policy that provides that, in the event that the Trust is required to prepare an accounting restatement due to the Trust’s material noncompliancenon-compliance with any financial reporting requirement, the Trust will require the reimbursement, cancellation or forfeiture, as the case may be and to the fullest extent permitted by applicable law, of any incentive-based compensation paid to any current or former Executive Officerexecutive officer during the three-year period preceding such restatement that was based on the erroneous data and that was paid in excess of the compensation that would have been paid to the Executive Officerexecutive officer based on the accounting restatement. The Trust will disclose any incentive-based compensation paid to any Executive Officerexecutive officer that is based on any measure of financial performance or any other financial information in the Trust’s proxy statement for the annual meeting of Shareholdersshareholders and as required by the rules and regulations of the SEC.

As discussed under “Elements of Executive Compensation” below, the Trust did not pay any incentive-based compensation to any of the Executive Officersexecutive officers during the fiscal 2016.

year ended October 31, 2019.

Hedging Policy

It is the policy of the Trust that no employee or Trusteetrustee of the Trust may purchase any financial instruments that are designed to hedge or offset any decrease in the market value of the Trust’s Shares that (i) were previously awarded, or acquired pursuant to the exercise of any option granted, to an employee or Trusteetrustee by the Trust as part of the compensation of such employee or Trusteetrustee or (ii) otherwise held, directly or indirectly, by an employee or Trustee,trustee, which financial instruments shallwill include, without limitation, puts, calls, straddles, equity swaps and any other derivative security that is directly linked to the Shares.

Elements of Executive Compensation

There are three elements to the compensation of the Executive Officersexecutive officers of the Trust: (1) base salary; (2) the Equity Incentive Plan; and (3) the Amended and Restated Deferred Fee Plan (the “Deferred Fee Plan”). The Compensation Committee and the Board of Trustees believe that these elements allow the Trust to accomplish its objectives of properly compensating the Executive Officersexecutive officers for their services to the Trust, rewarding the dedication, hard work and success of Executive Officersexecutive officers and aligning the interests of Executive Officersexecutive officers with the long-term interests of the Trust.

Except for base salary, benefits under the Equity Incentive Plan and Deferred Fee Plan, and fees paid to the Executive Officersexecutive officers for their service as Trustees,trustees, the Trust does not pay any other compensation or benefits to its Executive Officers,executive officers, whether it be in the form of bonus, long-term incentive compensation, perquisites, rights, warrants, convertible securities, performance units, performance shares or other similar instruments. The Equity Incentive Plan and the Deferred Fee Plan are the only employee benefit plans maintained by the Trust. There are no employment contracts between the Trust and any of the Executive Officers,executive officers, nor is there any compensatory plan or arrangement between the Trust and any of the Executive Officersexecutive officers pursuant to which an Executive Officerexecutive officer would receive payments as the result of his resignation or retirement as an Executive Officer,executive officer, or any other event resulting in the termination of his relationship with the Trust as an Executive Officer,executive officer, or as a result of a change in control of the Trust. The Trust’s Deferred Fee Plan, discussed below, provides that a participant may receive Shares with respect to amounts credited to such participant’s account under the Deferred Fee Plan, including amounts deferred thereunder and accrued interest, upon such participant’s attainment of the retirement age specified in the participant’s deferral election, such participant’s actual retirement, upon such participant’s cessation of services prior to retirement, or upon the occurrence of a change in control of the Trust as defined under the Deferred Fee Plan. The Trust’s Equity Incentive Plan provides that in the event of (i) a “changeChange in control,” as such term isControl (as defined in the Equity Incentive Plan,Plan) or (ii) a sale of all or substantially all of the assets of the Trust, other than a sale of assets to a subsidiary or other affiliated entity of the Trust, all outstanding options granted under the Equity Incentive Plan shallwill become exercisable (to the extent not already exercisable) immediately before or contemporaneously with the occurrence of such change in control or sale, and each outstanding restricted share award granted under the Equity Incentive Plan shallwill immediately become free of all restrictions, conditions and forfeiture provisions. If the Sale is completed but the Liquidation Proposal is not approved by the Trust’s shareholders, the vesting of options outstanding under our Equity Incentive Plan will not accelerate, but the Compensation Committee of the Board may consider and approve a reduction of the exercise price of outstanding options at such time as the Board approves a distribution to the Trust’s shareholders. If the Liquidation Proposal is approved by the Trust’s shareholders, then all unvested

outstanding options will become vested upon the closing of the Sale. As of October 31, 2016,2019, there were 178,800202,400 unexercised options collectively held by the Executive Officersexecutive officers and Trusteestrustees of the Trust that were outstanding. Additional information with respect to outstanding stock options is set forth in the “Outstanding Equity Awards at Fiscal Year-End” table below.

Robert S. Hekemian, Chairman of the Board and Chief Executive Officer of the Trust, is Chairman of the Board and Chief Executive Officer of Hekemian & Co., the managing agent of the Trust. Robert S. Hekemian, Jr., Chief Executive Officer, President and a Trusteetrustee of the Trust, is the President and Chief Operating Officer of Hekemian & Co. David B. Hekemian, a trustee of the Trust, is the Principal/Broker – Salesperson and Director of Commercial Brokerage of Hekemian & Co. Robert S. Hekemian, the former Chairman and Chief Executive Officer of the Trust, served as a consultant to the Trust and Chairman of the Board and Chief Executive Officer of Hekemian & Co. prior to his death in December 2019. Pursuant to the terms of the Management Agreement between Hekemian & Co. and the Trust, Hekemian & Co. is entitled to receive a termination fee from the Trust under certain circumstances, including the non-renewal of the Management Agreement by the Trust, termination of the Management Agreement by the Trust without cause, or termination of the Management Agreement by the Trust following an acquisition of the Trust. The Management Agreement was amended in January 2020 to amend the fees that would become payable to Hekemian & Co. in connection with the completion of the Sale pursuant to the Purchase Agreement and the liquidation of the Trust pursuant to the Plan of Liquidation. See PROPOSAL ONE – THE SALE PROPOSAL – Transactions with Hekemian & Co.” above and “Certain Relationships, Related Party Transactions; DirectorTrustee Independence” below.

Equity Incentive Plan

The Board of Trustees approvedTrust originally adopted the Equity Incentive Plan on September 10, 1998, subject toin 1999 upon the approval by the Trust’s Shareholders. The Shareholders of the Trust approved the Equity Incentive Plan at the Annual Meeting of Shareholders held on April 7, 1999,Board and the Equity Incentive Plan became effective as of that date. On February 15,shareholders. In 2007, the Board of Trusteesand shareholders approved subject to Shareholder approval, (i) an amendmentamendments to the Equity Incentive Plan to (a) increase the number of Shares of the Trust reserved for issuance thereunder by 300,000 Shares and (ii) an amendment to the Equity Incentive Plan to(b) extend the term of the Equity Incentive Plan which would have expired onfrom September 10, 2008 untilto September 10, 2018. The ShareholdersIn 2018, the Board and shareholders approved suchfurther amendments atto the Annual MeetingEquity Incentive Plan to (a) increase the number of Shareholders held on April 4, 2007.Shares reserved for issuance thereunder by an additional 300,000 Shares and (b) further extend the term of the Equity Incentive Plan from September 10, 2018 to September 10, 2028.

The purpose of the Equity Incentive Plan is to allow the Trust to retain the services of individuals including, but not limited to, Executive Officers, who have made, and/or who are expected to make, significant contributions to the business of the Trust and its subsidiaries, to align such persons’ interests with the long-term interests of the Trust, and to reward hard work, dedication and success by providing such individuals with an opportunity to acquire Shares of the Trust or receive other stock-basedShare-based awards. Eligible participants include executive officers, trustees and consultants of the Trust, including employees of Hekemian & Co.

The Board of Trustees administers the Equity Incentive Plan, with the full and basedexclusive power to interpret the plan, to adopt rules, regulations and guidelines relating to the plan, to grant waivers of restrictions under the plan and to make all of the determinations necessary for the administration of the plan. The Board’s authority to administer the Equity Incentive Plan includes the authority, within the limits set forth in the plan, to determine the persons to whom awards may be granted, determine the number of shares to be covered by each award, establish the terms, conditions and provisions of the awards to be granted, and establish restrictions on recommendations madethe awards or subsequently waive any such restriction or permit any such restriction to lapse.

The exercise price of options granted under the Equity Incentive Plan will be equal to the Fair Market Value (as defined in the Equity Incentive Plan) of the Shares on the date of the grant of the options. For any other form of award, the consideration, if any, to be paid in exchange for the award will be determined by the Board, but in no event will such consideration be greater than the Fair Market Value of the Shares on the date of grant. The term of awards will be determined by the Board, but will not exceed 10 years from the date of grant. Awards will vest in accordance with terms fixed by the Board, and vesting of awards may accelerate upon the occurrence of certain events, including a Change in Control (as defined in the Equity Incentive Plan), a sale of all or substantially all of the Trust’s assets, or the death, the Retirement (as defined in the Equity Incentive Plan) of the participant or the disability of the participant.

The Board may terminate, modify or amend the Equity Incentive Plan at any time; provided, that any modification or amendment that increases the number of Shares reserved for issuance thereunder is subject to the approval of the

Trust’s shareholders, and any termination, modification or amendment that adversely affects the terms of any outstanding awards is subject to the consent of the holders thereof.

The Board has charged the Compensation Committee may grant options, restricted share awards, and other equity-basedwith the responsibility of making recommendations to the Board with respect to grants of awards under the Equity Incentive Plan to eligible participants. While the Equity Incentive Plan provides that options to acquire Shares will be the principal form of award under the plan, the plan also provides for grants of restricted Share awards and other Share-based awards.

During the fiscal year ended October 31, 2019, upon the recommendation of the Compensation Committee, the Board granted options to acquire 5,000 Shares under the Equity Incentive Plan to Ronald J. Artinian, the Chairman of the Board. The Compensation Committee did not recommend, and the Board of Trustees did not make, any other grants of stock options or other equity-based awards under the Equity Incentive Plan during the 2016 fiscal year. However, inasmuch as Justin F. Meng and John A. Aiello had not yet been appointed to the Board at the time that the Board had last approved grants of stock options to the Trustees in September 2014 and therefore had not been granted stock options at that time, the Compensation Committee recommended to the Board of Trustees that Justin F. Meng and John A. Aiello each be granted options to acquire 19,000 Shares under the Equity Incentive Plan in November 2016, and the Board approved the Compensation Committee’s recommendation.year ended October 31, 2019.

Amended and Restated Deferred Fee Plan

Effective November 1, 2000, the Board of Trustees adopted the Deferred Fee Plan, which is intended to provide a benefit to Executive Officersexecutive officers and Trusteestrustees who have made, and/or who are expected to continue to make, significant contributions to the long-term success of the Trust. An election to defer compensation is required to be made prior to the calendar year for which it will be effective, and is irrevocable with respect to the calendar year to which it applies. The

Deferred Fee Plan was amended and restated effective December 31, 2008, and further amended and restated effective November 1, 2014.

The original purpose of the Deferred Fee Plan was to provide Executive Officersexecutive officers and Trusteestrustees with a long-term savings opportunity. Prior to the amendments to the Deferred Fee Plan that went into effect as of November 1, 2014, the Deferred Fee Plan permitted any Executive Officerexecutive officer or Trusteetrustee to elect to defer receipt of any compensation, including Executive Officerexecutive officer salary, Trusteetrustee annual retainer fees, meeting attendance fees, and property site inspection fees, and the rate of interest payable on any amounts deferred was fixed at 9% per annum, compounded quarterly.

The amendments to the Deferred Fee Plan that went into effect as of November 1, 2014 shifted the purpose of the Deferred Fee Plan from a long-term savings vehicle for eligible participants to an opportunity for eligible participants to increase their equity position in the Trust. As amended and restated effective November 1, 2014, the Deferred Fee Plan no longer permits Trusteestrustees who are also Executive Officersexecutive officers of the Trust to defer amounts payable to them as salary for their services as Executive Officers.executive officers. Participants in the Deferred Fee Plan are only permitted to defer amounts payable to them for their service as Trustees.trustees. In addition, from and after November 1, 2014, amounts deferred, together with the interest accrued on a participant’s entire balance, shallwill be converted on the last day of each calendar monthquarter into share units that are equivalent to Shares (“Share Units”), and credited to the participant’s account. Amounts deferred under the Deferred Fee Plan are converted into Share Units on a quarterly basis, on the last day of each calendar quarter. The number of Share Units to be credited with respect to amounts deferred during a calendar quarter will be determined by the closing price of the Shares on the datetrading day immediately preceding the last day of the deferral.such calendar quarter. The participants’ existing balances as of October 31, 2014 shallwill be preserved in the form of cash and shallwill not be converted into Share Units, although the interest that accrues on such existing balances from and after November 1, 2014 will be converted into Share Units. As of November 1, 2014, the interest rate on participants’ cash balances under the Deferred Fee Plan was changed from 9%nine percent (9%) per annum to the average interest rate on ten-year10-year Treasury bonds plus 150 basis points. In the event that any cash dividend is paid by the Trust with respect to the Shares, each participant will be credited with a number of Share Units equal to (x) the amount of the cash dividend paid with respect to one Share, (y) multiplied by the total number of Share Units credited to a participant’s account as of the record date for the dividend, (z) divided by the fair market value of one Share on the trading day immediately preceding the payment date of the dividend. In the event that any dividend is paid with respect to the Shares in Shares, each participant shallwill be credited with a number of Share Units equal to the number of full Shares that such participant would have received had the participant been the owner, on the record date for the dividend, of a number of Shares equal to the number of Share Units credited to the participant’s account.

A participant’s deferred benefits under the Deferred Fee Plan shallwill be paid to the participant at either: (i) the retirement age specified by the participant in the deferral election; (ii) actual retirement of the participant; (iii) upon the earlier cessation of duties as a Trusteetrustee of the Trust;Trust prior to retirement; or (iv) upon a change in control of the

Trust as(as defined in the Deferred Fee Plan.Plan). On the payment date, the Trust shallwill issue to the participant a number of Shares equal to the number of Share Units credited to the participant’s account, and shallwill pay to the participant amounts maintained in the participant’s account as of October 31, 2014 as cash, in either a lump sum or in a number of substantially equal annual installments over a period not to exceed 10 years, at the election of the participant, except if a participant elects to receive payment upon the occurrence of a change in control, in which case all such amounts shallwill be payable in a lump sum. The Trust

has not created and will not create a cash sinking fund for amounts deferred pursuant to the Deferred Fee Plan that are not payable in Shares. As a result, any participant who elects to participate in the Deferred Fee Plan is an unsecured creditor of the Trust with respect to any amounts deferred thereunder. The Deferred Fee Plan may be amended, suspended or terminated by resolution of the Board of Trustees at any time and from time to time,time; provided, that no amendment, suspension or termination shallwill operate to adversely affect the plan benefits accrued or available for any participant. 

As of October 31, 2014,2019, an aggregate amount of $9,078,000 hadapproximately $7,610,000 has been deferred under the Deferred Fee Plan, which representedrepresents an aggregate of $5,224,000$4,422,000 of deferred fees and $3,854,000$3,188,000 of accrued deferred interest, which amounts shallwill be maintained as cash in the participants’ accounts under the Deferred Fee Plan and shallwill not be converted into Share Units as described above. Subsequent to October 31, 2019, the Trust paid an aggregate of $4,977,115, which former executive officers and trustees were entitled to receive under the Deferred Fee Plan.

During the 2016 fiscal year ended October 31, 2019, participants deferred a total of approximately $683,100$879,800 under the Deferred Fee Plan, consisting of approximately $390,100$581,600 of deferred fees and approximately $298,200 of accrued deferred interest of approximately $293,000.interest. Pursuant to the amendments to the Deferred Fee Plan that became effective on November 1, 2014, the aggregate amount of $683,100$879,800 deferred by all participants converted into an aggregate of 34,45453,741 Share Units during the fiscal 2016,year ended October 31, 2019, which were credited to the participants’ accounts. In addition, the participants were credited with an aggregate of 3,7406,407 Share Units during fiscal 20162019 representing dividends paid with respect to the Share Units credited to their accounts. Additional information regarding the participants’ deferral of fees and the conversion of deferred amounts into Share Units credited to their accounts is set forth in the tables under “Fiscal 20162019 Nonqualified Deferred Compensation” and “Fiscal 20162019 Trustee Compensation” below.

If all of the Sale Properties are sold pursuant to the Purchase Agreement, the closing of the Sale will constitute a “change in control” under the Deferred Fee Plan and entitle participants to receivepayment of their accrued benefits under the Deferred Fee Plan, including payment of any amounts maintained in their accounts in the form of cash pursuant to the terms of the Deferred Fee Plan and issuance of all share units credited to their accounts. See “Proposal One—The Sale Proposal—Interests of Our Trustees and Executive Officers.”

Fiscal 20162019 Compensation

InFor the fiscal 2014,year ended October 31, 2017, the Compensation Committee determined and recommended to the Board that there be no adjustments to the compensation paid to the executive officers from the compensation paid to them for the fiscal 2015,year ended October 31, 2016, and the Board accepted the Compensation Committee’s recommendation and did not make any adjustments to the compensation paid to the executive officers for the fiscal year ended October 31, 2017.

Following Robert S. Hekemian’s retirement as Chairman and Chief Executive Officer on April 5, 2018, the Board determined, upon the recommendation of the Compensation Committee, to pay Robert S. Hekemian, Jr. a base salary for the fiscal year ended October 31, 2018 of $300,000 on a pro-rated basis for his services as Chief Executive Officer following his appointment to that office in April 2018. Robert S. Hekemian was paid an annual base salary of $300,000 prior to his retirement in April 2018.

With respect to compensation for the fiscal year ended October 31, 2019, the Compensation Committee recommended to the Board that the base salary paid to Robert S. Hekemian, Jr. for his service as the Chairman and Chief Executive Officer of the Trust be increased to $400,000 per year from $300,000 per year, from $205,000 per year, and that there be no adjustments to the base salarycompensation paid to Donald W. Barney for his serviceAllan Tubin as Chief Financial Officer and Treasurer of the Trust, be increased to $75,000 per year from $50,000 per year. TheRonald J. Artinian as Chairman of the Board of Trusteesthe Trust or John A. Aiello as Executive Secretary, and the Board approved the Compensation Committee’s recommendations withrecommendations.

With respect to compensation for the increases infiscal year ending October 31, 2020, the base salaries of Mr. Hekemian and Mr. Barney. The Compensation Committee did not make any recommendationsrecommended to the Board regardingthat the compensationbase salary paid to Robert S. Hekemian, Jr. for his service as Chief Executive Officer of the Executive Officers for fiscal 2016,Trust be maintained at $400,000 per year, and the Board did not take any action with respectthat there be no adjustments to the compensation paid to Allan Tubin as Chief Financial Officer and Treasurer of the Trust, Ronald J. Artinian as the Chairman of the Board or John A. Aiello as Executive Officers for fiscal 2016.Secretary.

The Compensation Committee considers the following factors, among other things, in the course of its review of the compensation for the Executive Officers, including with respect to both Robert S. Hekemian in his capacity as Chairman of the Board and Chief Executive Officer, and Donald W. Barney in his capacity as President, Treasurer and Chief Financial Officer: (i)executive officers: (a) compensation paid by other real estate investment trusts, both as a component of operating expenses and to ensure that the Trust’s compensation levels are competitive in the industry; (ii)(b) the duties and responsibilities of the Executive Officersexecutive officers and the value of the services provided by them, including the amount of time expended by them on the Trust’s business; (iii)them; (c) the Trust’s operating results and financial condition, as well as the condition and prospects of the residential and commercial real estate markets; and (iv)(d) the results of the most recent shareholder advisory

vote to approve the compensation of the Executive Officers,executive officers, which was conducted at the 20142017 Annual Meeting. For the fiscal year ending October 31, 2020, the Compensation Committee also considered the strategic alternatives being pursued by the Trust.

The Compensation Committee reviews compensation paid by other real estate investment trusts in the most general way in view of the fact that unlike many other real estate investment trusts, the Trust is externally managedmanaged. Therefore, the Trust does not retain the services of its executive officers on a full-time, exclusive basis, and the Trust’s Executive Officersexecutive officers do not spend full time in their respective positions.  Mr. Hekemian devotes approximately 70%positions or devote all of histheir business activities to the Trust,Trust. The Compensation Committee and as a result of that commitment,the Board take these considerations into account when determining the compensation to be paid to him is more than the amount paid to otherTrust’s executive officers, of the Trust. Mr. Barney devotes approximately 15% of his business activities to the Trust, and Mr. Aiello devotes approximately 10% of his business activities to the Trust and the compensation paid to themthe executive officers reflects these circumstances. In addition, in determining compensation to be paid to Executive Officers,what the Compensation Committee considersand the Board believe to be fair and reasonable compensation for the services that the executive officers provide to the Trust and their commitment to serve as executive officers of the Trust under these circumstances. The Compensation Committee and the Board also consider the size and scope of the Trust’s business and operations as reflected on its balance sheet and income statement in relationship to other real estate investment trusts.

As required by the rules and regulations of the Securities and Exchange Commission,SEC, at the 20142017 Annual Meeting of Shareholders, the Shareholdersshareholders were asked to approve an advisory resolution approving the compensation of the Executive Officersexecutive officers as disclosed and described in the Compensation Discussion and Analysis and the compensation tables and narratives contained in the Trust’s proxy statement used in connection with the 20142017 Annual Meeting. The advisory resolution received the approval of approximately 95.6%97.7% of the votes cast on this proposal. The Compensation Committee and the Board of Trustees concluded from the strong approval of the advisory resolution that the Shareholdersshareholders believe that the Trust’s compensation policies and the compensation paid to the Executive Officersexecutive officers are appropriate and reflective of the Trust’s objectives of aligning the interests of the Executive Officersexecutive officers with the long-term interests of the Trust. In accordance with the rules and regulations of the SEC, and based on the results of the vote by the Shareholdersshareholders at the 20112017 Annual Meeting on the frequency of such vote, the advisory vote by the Shareholdersshareholders to approve the compensation of the Executive Officersexecutive officers will occur again at the Annual Meeting. The Compensation Committee will consider the results of the vote to approve the advisory resolution approving the compensation of the Executive Officers under Item 2 in the Committee’s review of, and recommendations with respect to, the Executive Officers’ compensation for fiscal 2017 and future years.special meeting.

Risk Management

The Compensation Committee does not believe that the Trust’s executive compensation program gives rise to any risks that are reasonably likely to have a material adverse effect on the Trust. Executive Officersofficers are compensated on a fixed salaryfixed-salary basis and have not been awarded any bonuses or other compensation that might encourage the taking of unnecessary or excessive risks that threaten the long-term value of the Trust. In addition, the Compensation Committee and the Board of Trustees have utilized, and expect to continue to utilize, the Equity Incentive Plan to align the interests of the Trusteestrustees and Executive Officersexecutive officers with the long-term interests of the Trust and the Shareholdersshareholders through grants of stock options and other equity-based awards, thereby giving the Trusteestrustees and Executive Officersexecutive officers additional incentives to protect the long-term value of the Trust.

Executive Compensation and Financial Performance

As discussed above, the Executive Officersexecutive officers of the Trust are compensated primarily on a fixed salaryfixed-salary basis and have not been awarded any incentive-based cash bonuses, and the compensation paid to the Executive Officersexecutive officers is not specifically dependent upon any particular measure of financial performance. However, the Compensation

Committee considers, in general terms, both the overall financial performance and condition of the Trust and the Trust’s long-term prospects in the Committee’s determination of appropriate levels of executive salary, among other factors and considerations discussed under “Fiscal 2016“—Fiscal 2019 Compensation” above.

Chief Executive Officer Compensation and Employee Compensation

The table below sets forth comparative information regarding (A) the total compensation of the Chief Executive Officer for the 2016 fiscal year ended October 31, 2019, (B) the median of the total compensation of all other employees of the Trust, not including the Chief Executive Officer, for the 2016 fiscal year ended October 31, 2019, and (C) the ratio of the Chief Executive Officer’s total compensation to the median of the total compensation of all other employees (other than the Chief Executive Officer). As of October 31, 2016,2019, excluding the Chief Executive Officer, the Trust had 4246 employees, including 3032 full-time employees, 1011 part-time and seasonal employees, and 2 Executive Officers of the Trust but not including the Chief Executive Officer.three executive officers.

Compensation Committee Interlocks and Insider Participation

For the fiscal year ended October 31, 2016,2019, David F. McBride, RonaldJustin F. Meng and Richard J. Artinian and Alan L. AufzienAslanian served on the Compensation Committee of the Board, of Trustees, with Mr. McBride serving as the Chairman of the Committee. None of the members of the Compensation Committee served as an executive officer or employee of the Trust at any time during the 2016 fiscal year ended October 31, 2019, nor have any of them ever served as an executive officer of the Trust in any prior year.

Compensation Committee Report

The Compensation Committee has discussed and reviewed the foregoing Compensation Discussion and Analysis with management. Based upon this review and discussion, the Compensation Committee recommended to the Board of Trustees that the Compensation Discussion and Analysis be included in this Proxy Statement.proxy statement.

SUMMARY COMPENSATION TABLE

The following table sets forth information concerning the compensation of all of the named executive officers of the Trust (the “Executive Officers”) as of October 31, 2016,2019, October 31, 20152018 and October 31, 20142017 for services in all capacities to the Trust for the 2016, 20152019, 2018 and 20142017 fiscal years, respectively. During the fiscal year ended October 31, 2016, Robert S. Hekemian served as Chairman of the Board and Chief Executive Officer of the Trust, during which time Mr. Hekemian devoted approximately 70% of his business activities to the Trust; Donald W. Barney served as President, Treasurer and Chief Financial Officer of the Trust, during which time Mr. Barney devoted approximately 15% of his business activities to the Trust; and John A. Aiello, Esq. served as the Secretary and the Executive Secretary of the Trust, during which time Mr. Aiello devoted approximately 10% of his business activities to the Trust. With respect to all compensation, the term “paid” shallwill mean actually paid or deferred.