Item 1.01 Entry Into a Material Definitive Agreement.
The Management Agreement between
Jersey, Inc.
provides for a termination fee ("Termination Fee") in the event of a termination
by FREIT without cause and a termination fee of 1.25 times the Termination Fee
if the Management Agreement terminates following a merger or acquisition of
FREIT (the "M&A Termination Fee"). On
FREIT approved an amendment to the Management Agreement (the "Second Amendment")
which provides, among other things, that the M&A Termination Fee shall be
increased from 1.25 times the Termination Fee to 2.5 times the Termination Fee.
Forward-Looking and Cautionary Statements
This current report on Form 8-K may contain forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995 and other
federal securities laws. These forward-looking statements can be identified by
the use of words such as "expect," "plan," "will," "estimate," "project,"
"intend," "believe," "guidance," "approximately," "anticipate," "may," "should,"
"seek" or the negative of these words and phrases or similar words or phrases
that are predictions of or indicate future events or trends and that do not
relate to historical matters. You can also identify forward-looking statements
by discussions of strategy, plans or intentions of management. These
forward-looking statements are subject to known and unknown risks and
uncertainties that you should not rely on as predictions of future events.
Forward-looking statements depend on assumptions, data and/or methods which may
be incorrect or imprecise and we may not be able to realize them. The following
risks and uncertainties, among others, could cause actual results to differ
materially from those currently anticipated due to a number of factors, which
include, but are not limited to: industry and economic conditions; FREIT's
ability to satisfy the conditions to closing and complete the proposed
transaction; FREIT's dependence upon its external manager to conduct its
business and achieve its investment objectives; unknown liabilities acquired in
connection with acquired properties or interests in real estate-related
entities; general risks affecting the real estate industry and local real estate
markets (including, without limitation, the market value of FREIT's properties,
potential illiquidity of FREIT's remaining real estate investments,
condemnations, and potential damage from natural disasters); the financial
performance of FREIT's tenants; the impact of any financial, accounting, legal
or regulatory issues or litigation that may affect the Trust and its major
tenants; volatility and uncertainty in the financial markets, including
potential fluctuations in the consumer price index; risks associated with
FREIT's failure to maintain status as a REIT under the Internal Revenue Code of
1986, as amended; and other additional risks discussed in FREIT's annual report
on Form 10-K for the fiscal year ended
disclaims any responsibility to update or revise forward-looking statements,
whether as a result of new information, future events or otherwise, except as
required by law.
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