SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13d-101)
(AMENDMENT NO. 10)*
Urstadt Biddle Properties Inc.
------------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
--------------------------------------
(Title of Class of Securities)
917286106
---------
(CUSIP Number)
Charles J. Urstadt
Chairman and Chief Executive Officer
Urstadt Biddle Properties Inc.
321 Railroad Avenue
Greenwich, Connecticut 06830
(203) 863-8200
--------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 12, 2004
-----------------
(Date of Event Which Requires Filing
of This Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box. [ ]
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter disclosure
provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 (the "Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
(Continued on following pages)
Page 1 of 12
CUSIP NO. 917286106
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1 Names of Reporting Persons. I.R.S. Identification Nos. of Above
Persons (Entities Only)
Charles J. Urstadt
--------------------------------------------------------------------------------
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [ ]
--------------------------------------------------------------------------------
3 SEC Use Only
--------------------------------------------------------------------------------
4 Source of Funds (See Instructions)
N/A
--------------------------------------------------------------------------------
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) |_|
--------------------------------------------------------------------------------
6 Citizenship or Place of Organization
United States of America
--------------------------------------------------------------------------------
7 Sole Voting Power
Number of 291,814
Shares
Beneficially
Owned by
Each
Reporting
Person With
8 Shared Voting Power
2,329,909
9 Sole Dispositive Power
291,814
10 Shared Dispositive Power
2,329,909
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,621,723
--------------------------------------------------------------------------------
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
--------------------------------------------------------------------------------
13 Percent of Class Represented By Amount in Row (11)
37.2%
--------------------------------------------------------------------------------
14 Type of Reporting Person (See Instructions)
IN
--------------------------------------------------------------------------------
Page 2 of 12
CUSIP NO. 917286106
--------------------------------------------------------------------------------
1 Names of Reporting Persons. I.R.S. Identification No. of Above Persons
(Entities Only)
Urstadt Property Company, Inc.
--------------------------------------------------------------------------------
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [ ]
--------------------------------------------------------------------------------
3 SEC Use Only
--------------------------------------------------------------------------------
4 Source of Funds (See Instructions)
N/A
--------------------------------------------------------------------------------
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 Citizenship or Place of Organization
Delaware
--------------------------------------------------------------------------------
7 Sole Voting Power
Number of 0
Shares
Beneficially
Owned by
Each
Reporting
Person With
8 Shared Voting Power
2,201,647
9 Sole Dispositive Power
0
10 Shared Dispositive Power
2,201,647
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,201,647
--------------------------------------------------------------------------------
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
--------------------------------------------------------------------------------
13 Percent of Class Represented By Amount in Row (11)
31.3%
--------------------------------------------------------------------------------
14 Type of Reporting Person (See Instructions)
CO
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Page 3 of 12
CUSIP NO. 917286106
--------------------------------------------------------------------------------
1 Names of Reporting Persons. I.R.S. Identification No. of Above Persons
(Entities Only)
Elinor F. Urstadt
--------------------------------------------------------------------------------
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [ ]
--------------------------------------------------------------------------------
3 SEC Use Only
--------------------------------------------------------------------------------
4 Source of Funds (See Instructions)
N/A
--------------------------------------------------------------------------------
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) |_|
--------------------------------------------------------------------------------
6 Citizenship or Place of Organization
United States of America
--------------------------------------------------------------------------------
7 Sole Voting Power
Number of 21,300
Shares
Beneficially
Owned by
Each
Reporting
Person With
8 Shared Voting Power
100,000
9 Sole Dispositive Power
21,300
10 Shared Dispositive Power
100,000
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
121,300
--------------------------------------------------------------------------------
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
--------------------------------------------------------------------------------
13 Percent of Class Represented By Amount in Row (11)
1.7%
--------------------------------------------------------------------------------
14 Type of Reporting Person (See Instructions)
IN
--------------------------------------------------------------------------------
Page 4 of 12
CUSIP NO. 917286106
--------------------------------------------------------------------------------
1 Names of Reporting Persons. I.R.S. Identification No. of Above Persons
(Entities Only)
Urstadt Conservation Foundation
by Charles J. Urstadt and Elinor F. Urstadt as Sole Trustees
--------------------------------------------------------------------------------
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [ ]
--------------------------------------------------------------------------------
3 SEC Use Only
--------------------------------------------------------------------------------
4 Source of Funds (See Instructions)
N/A
--------------------------------------------------------------------------------
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 Citizenship or Place of Organization
New York
--------------------------------------------------------------------------------
7 Sole Voting Power
Number of 0
Shares
Beneficially
Owned by
Each
Reporting
Person With
8 Shared Voting Power
100,000
9 Sole Dispositive Power
0
10 Shared Dispositive Power
100,000
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
100,000
--------------------------------------------------------------------------------
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
--------------------------------------------------------------------------------
13 Percent of Class Represented By Amount in Row (11)
1.4%
--------------------------------------------------------------------------------
14 Type of Reporting Person (See Instructions)
OO
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Page 5 of 12
CUSIP NO. 917286106
--------------------------------------------------------------------------------
1 Names of Reporting Persons. I.R.S. Identification No. of Above Persons
(Entities Only)
Urstadt Realty Associates Co LP
--------------------------------------------------------------------------------
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [ ]
--------------------------------------------------------------------------------
3 SEC Use Only
--------------------------------------------------------------------------------
4 Source of Funds (See Instructions)
N/A
--------------------------------------------------------------------------------
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) |_|
--------------------------------------------------------------------------------
6 Citizenship or Place of Organization
Delaware
--------------------------------------------------------------------------------
7 Sole Voting Power
Number of 0
Shares
Beneficially
Owned by
Each
Reporting
Person With
8 Shared Voting Power
1,753,950
9 Sole Dispositive Power
0
10 Shared Dispositive Power
1,753,950
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,753,950
--------------------------------------------------------------------------------
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
--------------------------------------------------------------------------------
13 Percent of Class Represented By Amount in Row (11)
24.9%
--------------------------------------------------------------------------------
14 Type of Reporting Person (See Instructions)
PN
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Page 6 of 12
CUSIP NO. 917286106
--------------------------------------------------------------------------------
1 Names of Reporting Persons. I.R.S. Identification No. of Above Persons
(Entities Only)
Willing L. Biddle
--------------------------------------------------------------------------------
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [ ]
--------------------------------------------------------------------------------
3 SEC Use Only
--------------------------------------------------------------------------------
4 Source of Funds (See Instructions)
OO
--------------------------------------------------------------------------------
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 Citizenship or Place of Organization
United States of America
--------------------------------------------------------------------------------
7 Sole Voting Power
Number of 1,037,872
Shares
Beneficially
Owned by
Each
Reporting
Person With
8 Shared Voting Power
8,606
9 Sole Dispositive Power
1,037,872
10 Shared Dispositive Power
8,606
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,046,478
--------------------------------------------------------------------------------
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
--------------------------------------------------------------------------------
13 Percent of Class Represented By Amount in Row (11)
14.9%
--------------------------------------------------------------------------------
14 Type of Reporting Person (See Instructions)
IN
--------------------------------------------------------------------------------
Page 7 of 12
This Statement on Schedule 13D constitutes Amendment No. 10 to the
Schedule 13D dated September 10, 1987, as amended by Amendment Nos. 1 through 9
(the "Schedule 13D"), and is being filed on behalf of: (i) Charles J. Urstadt,
(ii) Urstadt Property Company, Inc., a Delaware corporation ("UPCO"), (iii)
Elinor F. Urstadt, (iv) the Urstadt Conservation Foundation (the "UCF"), by
Charles J. Urstadt and Elinor F. Urstadt, as Sole Trustees, (v) Urstadt Realty
Associates Co LP, a Delaware limited partnership, by UPCO as its sole general
partner ("URACO"), and (vi) Willing L. Biddle. The reporting persons set forth
in (i) - (vi) of the preceding sentence are sometimes hereinafter collectively
referred to as the "Reporting Persons". Capitalized terms used but not otherwise
defined herein shall have the meanings ascribed to such terms in the Schedule
13D.
The Schedule 13D is hereby amended and supplemented as follows:
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 of the Schedule 13D is hereby supplemented as follows:
See Item 5 below.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 of the Schedule 13D is hereby supplemented as follows:
(a) Mr. Urstadt is the direct beneficial owner of 291,814 shares of Common
Stock individually, which, when added to the 447,697 shares of Common
Stock held by UPCO, the 21,300 shares of Common Stock held by Mrs.
Urstadt, the 100,000 shares of Common Stock held by UCF, the 6,962
shares of Common Stock held by the Trust Established Under the Issuer's
Excess Benefits and Deferred Compensation Plan (the "Compensation Plan
Trust") for the benefit of Mr. Urstadt and the 1,753,950 shares of
Common Stock held by URACO, results in Mr. Urstadt beneficially owning
2,621,723 shares of Common Stock, or 37.2 % of the 7,038,435 shares of
Common Stock outstanding as of January 26, 2004. Mr. Urstadt, however,
disclaims beneficial ownership of any shares owned by UCF.
UPCO is the direct beneficial owner of 447,697 shares of Common Stock,
which, when added to the 1,753,950 shares of Common Stock held by
URACO, results in UPCO beneficially owning 2,201,647 shares of Common
Stock, or 31.3% of the 7,038,435 shares of Common Stock outstanding as
of January 26, 2004.
Mrs. Urstadt is the direct beneficial owner of 21,300 shares of Common
Stock individually, which, when added to the 100,000 shares of Common
Stock held by UCF, results in Mrs. Urstadt beneficially owning 121,300
shares of Common Stock, or 1.7% of the 7,038,435 shares of Common Stock
outstanding as of January 26, 2004. Mrs. Urstadt, however, disclaims
beneficial ownership of any shares owned by UCF.
UCF is the beneficial owner of 100,000 shares of Common Stock,
constituting 1.4% of the 7,038,435 shares of Common Stock outstanding
as of January 26, 2004. Mr. Urstadt and Mrs. Urstadt disclaim
beneficial ownership of any shares owned by UCF.
URACO is the beneficial owner of 1,753,950 shares of Common Stock,
constituting 24.9% of the 7,038,435 shares of Common Stock outstanding
as of January 26, 2004.
Mr. Biddle is the direct beneficial owner of 1,037,872 shares of Common
Stock individually, which, when added to the 5030 shares of Common
Stock held by his wife, Catherine Urstadt Biddle, the 2506 shares of
Common Stock held by the Compensation Plan Trust for the benefit of Mr.
Biddle and the 1070 shares of Common Stock held by the Charles and
Phoebe Biddle Trust UAD 12/20/93 for the benefit of the issue of Mr.
Biddle, results in Mr. Biddle owning 1,046,478
Page 8 of 12
shares of Common Stock, or 14.9% of the 7,038,435 shares of Common
Stock outstanding as of January 26, 2004.
(b) Mr. Urstadt has the sole power to vote or direct the voting of and to
dispose of or direct the disposition of 291,814 shares of Common Stock.
UPCO and Mr. Urstadt may be deemed to have shared power to vote or
direct the voting of and to dispose of or direct the disposition of the
447,697 shares of Common Stock directly owned by UPCO in view of the
fact that Mr. Urstadt and Mrs. Urstadt own a controlling amount of the
outstanding voting securities of UPCO.
Mrs. Urstadt has the sole power to vote or direct the voting of and to
dispose of or direct the disposition of 21,300 shares of Common Stock.
UCF, Mr. Urstadt and Mrs. Urstadt may be deemed to have shared power to
vote or direct the voting of and to dispose of or direct the
disposition of the 100,000 shares of Common Stock owned by UCF in view
of the fact that Mr. Urstadt and Mrs. Urstadt are the sole trustees of
UCF. Mr. Urstadt and Mrs. Urstadt disclaim beneficial ownership of any
shares owned by UCF.
UPCO and Mr. Urstadt may be deemed to have shared power to vote or
direct the voting of and to dispose of or direct the disposition of the
1,753,950 shares of Common Stock directly owned by URACO in view of the
fact that UPCO is the sole general partner of URACO, and that Mr.
Urstadt and Mrs. Urstadt own a controlling amount of the outstanding
voting securities of UPCO.
Mr. Biddle has the sole power to vote or direct the voting of and to
dispose of or direct the disposition of 1,037,872 shares of Common
Stock.
(c) On February 12, 2004, UPCO purchased 1,200 shares of Common Stock from
a third party in a private transaction for an aggregate purchase price
of $16,656.
On February 6, 2004, Mrs. Urstadt completed an equity swap (the "Equity
Swap") of 14,300 shares of Class A Common Stock of the Issuer for
14,300 shares of Common Stock of the Issuer with a third party.
On January 29, 2004, UPCO purchased 28,800 shares of Common Stock from
a third party in a private transaction for an aggregate purchase price
of $399,744.
On January 16, 2004, Mr. Urstadt received dividends on shares of Common
Stock which are directly owned by him and which are subject to
automatic reinvestment in shares of Common Stock pursuant to the
Issuer's Dividend Reinvestment Plan. On January 16, 2004, dividends on
these shares were paid out and automatically reinvested in additional
Common Stock in the amount of 4,040 shares.
On January 16, 2004, Mr. Urstadt received dividends on shares of Common
Stock which are indirectly owned by him and directly owned by UPCO, and
which are subject to automatic reinvestment in shares of Common Stock
pursuant to the Issuer's Dividend Reinvestment Plan. On January 16,
2004, dividends on these shares were paid out and automatically
reinvested in additional Common Stock in the amount of 5,410 shares.
On January 16, 2004, Mr. Urstadt received dividends on shares of Common
Stock which are indirectly owned by him and directly owned by URACO,
and which are subject to automatic reinvestment in shares of Common
Stock pursuant to the Issuer's Dividend Reinvestment Plan. On January
16, 2004, dividends on these shares were paid out and automatically
reinvested in
Page 9 of 12
additional Common Stock in the amount of 24,689 shares. On January 23,
2004, the shares were sold to UPCO in a private transaction.
On January 16, 2004, Mr. Urstadt received dividends on shares of Common
Stock which are indirectly owned by him and directly owned by the
Compensation Trust Plan, and which are subject to automatic
reinvestment in shares of Common Stock pursuant to the Issuer's
Dividend Reinvestment Plan. On January 16, 2004, dividends on these
shares were paid out and automatically reinvested in additional Common
Stock in the amount of 97 shares.
On January 16, 2004, Mr. Biddle received dividends on shares of Common
Stock which are directly owned by him and which are subject to
automatic reinvestment in shares of Common Stock pursuant to the
Issuer's Dividend Reinvestment Plan. On January 16, 2004, dividends on
these shares were paid out and automatically reinvested in additional
Common Stock in the amount of 14,403 shares.
On January 16, 2004, Mr. Biddle received dividends on shares of Common
Stock which are indirectly owned by him and directly owned by the
Compensation Trust Plan, and which are subject to automatic
reinvestment in shares of Common Stock pursuant to the Issuer's
Dividend Reinvestment Plan. On January 16, 2004, dividends on these
shares were paid out and automatically reinvested in additional Common
Stock in the amount of 34 shares.
On January 2, 2004, the Issuer entered into an agreement with Mr.
Urstadt whereby Mr. Urstadt was granted a restricted stock award of
81,250 shares of Common Stock pursuant to the Issuer's Amended and
Restated Restricted Stock Award Plan.
On January 2, 2004, the Issuer entered into an agreement with Mr.
Biddle whereby Mr. Biddle was granted a restricted stock award of
93,750 shares of Common Stock pursuant to the Issuer's Amended and
Restated Restricted Stock Award Plan
Except as set forth in this Schedule 13D, none of UPCO, Mr. Urstadt,
Mrs. Urstadt, UCF, URACO or Mr. Biddle or, to the best knowledge of
such parties, any of the persons listed on Schedule I to the Schedule
13D, owns any shares of Common Stock or has purchased or sold any
shares of Common Stock during the past 60 days.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Mr. Urstadt, as Chairman of the Board and Chief Executive Officer of
the Issuer, and Mr. Biddle, as President and Chief Operating Officer of
the Issuer, are participants in the Restricted Stock Plan. Mr. Urstadt
is the direct beneficial owner of 281,250 restricted shares of Common
Stock issued pursuant to the Restricted Stock Award Plan and Mr. Biddle
is the direct beneficial owner of 337,500 restricted shares of Common
Stock issued pursuant to the Restricted Stock Award Plan.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 of the Schedule 13D is hereby supplemented as follows:
1. Joint Filing Agreement, dated March 16, 2004.
Page 10 of 12
SIGNATURE
After reasonable inquiry and to the best of their respective knowledge
and belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Dated: March 16, 2004
/s/ Charles J. Urstadt
----------------------
Charles J. Urstadt
URSTADT PROPERTY COMPANY, INC.
By: /s/ Charles J. Urstadt
----------------------
Name: Charles J. Urstadt
Title: Chairman of the Board
/s/ Elinor F. Urstadt
----------------------
Elinor F. Urstadt
URSTADT CONSERVATION FOUNDATION
By: /s/ Charles J. Urstadt
----------------------
Name: Charles J. Urstadt
Title: Trustee
By: /s/ Elinor F. Urstadt
----------------------
Name: Elinor F. Urstadt
Title: Trustee
URSTADT REALTY ASSOCIATES CO LP
By: URSTADT PROPERTY COMPANY, INC.
Its sole general partner
By: /s/ Charles J. Urstadt
----------------------
Name: Charles J. Urstadt
Title: Chairman of the Board
/s/ Willing L. Biddle
---------------------
Willing L. Biddle
Page 11 of 12
EXHIBIT 1
---------
AGREEMENT
---------
The undersigned hereby agree that this Amendment No. 10 to the Schedule
13D with respect to the beneficial ownership of shares of Common Stock of
Urstadt Biddle Properties Inc. is filed jointly, on behalf of each of them.
Dated: March 16, 2004
/s/ Charles J. Urstadt
----------------------
Charles J. Urstadt
URSTADT PROPERTY COMPANY, INC.
By: /s/ Charles J. Urstadt
----------------------
Name: Charles J. Urstadt
Title: Chairman of the Board
/s/ Elinor F. Urstadt
---------------------
Elinor F. Urstadt
URSTADT CONSERVATION FOUNDATION
By: /s/ Charles J. Urstadt
----------------------
Name: Charles J. Urstadt
Title: Trustee
By: /s/ Elinor F. Urstadt
----------------------
Name: Elinor F. Urstadt
Title: Trustee
URSTADT REALTY ASSOCIATES CO LP
By: URSTADT PROPERTY COMPANY, INC.
Its sole general partner
By: /s/ Charles J. Urstadt
----------------------
Name: Charles J. Urstadt
Title: Chairman of the Board
/s/ Willing L. Biddle
---------------------
Willing L. Biddle
Page 12 of 12