United
States
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
__________________
FORM
8-K
__________________
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): March 13, 2008
Commission
File Number 1-12803
URSTADT BIDDLE PROPERTIES
INC.
(Exact
Name of Registrant in its Charter)
|
Maryland
|
04-2458042
|
|
(State
or other jurisdiction of incorporation or organization)
|
(I.R.S.
Employer Identification Number)
|
|
321 Railroad Avenue, Greenwich,
CT
|
06830
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant's
telephone number, including area code: (203) 863-8200
N/A
(Former
Name or Former address, if Changed Since Last Report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
|
□
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
□
|
Soliciting
material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR
240.14a-12)
|
|
□
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
|
□
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
Item
3.02 Unregistered
Sales of Equity Securities.
On March
13, 2008, Urstadt Biddle Properties Inc. (the “Company”) issued and sold to WFC
Holdings Corporation (“WFC Holdings”), a holding company for Wells Fargo Bank
N.A., 2,400,000 shares of its 8.50% Series E Senior Cumulative Preferred Stock,
$0.01 par value per share and liquidation preference $25 per share (the “Series
E Preferred Stock”), for an aggregate purchase price of
$60,000,000. For a discussion of the terms of the Series E Preferred
Stock, see the information in Item 5.03 of this Current Report.
The
purchase and sale of the Series E Preferred Stock was made pursuant to an
Investment Agreement, dated as of March 13, 2008 (the “Investment Agreement”),
between the Company and WFC Holdings. Among other matters, the
Investment Agreement provides for a one-time investment monitoring fee payable
to WFC Holdings of $1.8 million. In addition, the Company and WFC
Holdings entered into a Registration Rights Agreement, dated as of March 13,
2008, giving WFC Holdings limited registration rights to cause the Company to
file a shelf registration statement on Form S-3 in the event that WFC Holdings
cannot sell the shares of Series E Preferred Stock pursuant to Rule 144 under
the Securities Act of 1933, as amended (the “Securities Act”), without
restriction. The Company also granted WFC Holdings and any subsequent
holder of the Series E Preferred Stock a waiver, solely as to shares of the
Series E Preferred Stock, of the 7.5% ownership limitation contained in the
Company’s charter.
The
Company used approximately $15.2 million of the net proceeds of the placement to
redeem all 150,000 outstanding shares of the Company’s 8.99% Series B Cumulative
Preferred Stock at a redemption price per share equal to the stated value of $100 per
share plus accrued and unpaid dividends. The Company intends to use
the remaining net proceeds for the acquisition of income producing properties
consistent with the Company’s current business strategy, the repayment of debt,
and other general business purposes. Pending such use of the net
proceeds, the Company will use the net proceeds to make investments in
short-term income-producing securities.
The
shares were sold in a private placement pursuant to the exemption from the
registration requirements of the Securities Act provided by Regulation D under
the Securities Act.
Item
5.03 Amendment
to Articles of Incorporation or Bylaws.
On March
13, 2008, the Company filed with the State of Maryland Articles Supplementary
relating to the Series E Preferred Stock (the “Articles Supplementary”), which
Articles Supplementary were effective on filing. The Articles Supplementary
classify 2,400,000 authorized but unissued shares of the Company's preferred
stock into 2,400,000 shares of Series E Preferred Stock.
The
Series E Preferred Stock entitles the holders thereof to cumulative cash
dividends payable quarterly in arrears on or about January 31, April 30, July 31
and October 31 of each year beginning on April 30, 2008 at the rate of 8.50% per
annum of the $25 per share liquidation preference. In the event the
Company violates the fixed charged coverage ratio, the capitalization
ratio or the unencumbered asset ratio discussed below for two or more
dividend payment periods or fails to satisfy, upon request, its registration
obligations under the Registration Rights Agreement, the interest rate will
increase by 200 basis points for the duration of the violation or
failure. If the Company remains in violation of a ratio for consecutive
dividend payment dates, the interest rate will increase to the greater of the
discount rate plus 700 basis points or 15% for the duration of the
violation.
The
Series E Preferred Stock is not redeemable before March 13, 2013, except in
certain limited circumstances. On and after March 13, 2013, the
Company may redeem the Series E Preferred Stock for cash, in whole or from time
to time in part, at a price per share equal to the liquidation preference plus
accumulated, accrued and unpaid dividends, if any, to the redemption date,
without interest. In the event of a change of control of the Company
(as defined in the Articles Supplementary), the Company will have the right to
call, and the holders will have the right to put, the outstanding shares of
Series E Preferred Stock.
The
Series E Preferred Stock ranks senior to all classes or series of the Company’s
common stock and to all equity securities issued by the Company, on the same
level as the Company’s remaining outstanding shares of preferred stock, with
respect to the payment of dividends and the distributions upon liquidation,
dissolution or winding up, and junior to all existing and future indebtedness of
the Company.
Holders
of shares of the Series E Preferred Stock generally do not have any voting
rights. If, however, the Company has not paid dividends on the Series E
Preferred Stock for three or more quarterly periods, whether or not consecutive,
holders of the Series E Preferred Stock, together with holders of other classes
of preferred stock of the Company with similar rights, will be entitled to elect
two additional directors to the Company’s board of directors until all unpaid
dividends and dividends for the current quarterly period on the Series E
Preferred Stock and such other series of preferred stock have been paid or
declared and set apart for payment.
The
Articles Supplementary contain customary covenants, including the requirement
that the Company maintain a fixed charge coverage ratio of not less than 1.50 to
1.00 and a capitalization ratio of not more than 0.55 to 1.00 (as such terms are
defined in the Articles Supplementary). In addition, the Company must
maintain a specified portion of its assets unencumbered.
Item
8.01 Other
Events.
Item
9.01 Financial
Statements and Exhibits.
(d)
The following exhibits are filed as a part of this Current Report.
99.1 Press
release of the Company, dated March 14, 2008
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
Date: March
19, 2008
|
URSTADT
BIDDLE PROPERTIES INC.
|
|
(Registrant)
|
|
|
/s/
James R. Moore
|
|
|
James
R. Moore
|
|
|
Executive
Vice President & Chief Financial
Officer
|
EXHIBIT
INDEX
Number Exhibit
99.1 Press
release of the Company, dated March 14, 2008