-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WXB9LSE/vSXp6A+JRXD4/l/sVQyDnceHvHLAxSOX5te1YzC54IE1wkloAfih0Hhv 3sm2T2y59qTMdd9Y439gew== 0000891092-06-000424.txt : 20060217 0000891092-06-000424.hdr.sgml : 20060217 20060217105256 ACCESSION NUMBER: 0000891092-06-000424 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060217 DATE AS OF CHANGE: 20060217 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: URSTADT BIDDLE PROPERTIES INC CENTRAL INDEX KEY: 0001029800 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 042458042 STATE OF INCORPORATION: MD FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-54519 FILM NUMBER: 06627578 BUSINESS ADDRESS: STREET 1: C/O HRE PROPERTIES INC STREET 2: 321 RAILROAD AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2038638200 MAIL ADDRESS: STREET 1: 321 RAILROAD AVENUE CITY: GREENWICH FORMER COMPANY: FORMER CONFORMED NAME: HRE PROPERTIES INC DATE OF NAME CHANGE: 19961230 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WESLEY CAPITAL MANAGEMENT, LLC CENTRAL INDEX KEY: 0001279097 IRS NUMBER: 522280947 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 535 MADISON AVE STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2124217002 MAIL ADDRESS: STREET 1: 535 MADISON AVE STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: AW ASSET MANAGEMENT LLC DATE OF NAME CHANGE: 20040206 SC 13G 1 e23422sc13g.txt SCHEDULE 13G -------------------------- OMB APPROVAL OMB Number: 3235-0145 Expires: February 28, 2006 Estimated average burden hours per response 11 -------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. ___)* Urstadt Biddle Properties Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.01 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 917286205 - -------------------------------------------------------------------------------- (CUSIP Number) February 8, 2006 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [_] Rule 13d-1(b) [X] Rule 13d-1(c) [_] Rule 13d-1(d) - ---------- *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 the disclosures provided in a prior cover page. The information required in 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). 1 - -------------------- ----------------- CUSIP No. 011537316 13G Page 2 of 9 Pages - -------------------- ----------------- 1 NAMES OF REPORTING PERSONS Wesley Capital Management, LLC I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): 1 52-2280947 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [_] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 SOLE VOTING POWER NUMBER OF SHARES -0- BENEFICIALLY 6 SHARED VOTING POWER OWNED BY EACH 960,400 (See Item 2) REPORTING PERSON 7 SOLE DISPOSITIVE POWER WITH -0- 8 SHARED DISPOSITIVE POWER 960,400 (See Item 2) 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 960,400 (See Item 2) 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [_] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.11% 12 TYPE OF REPORTING PERSON (See Instructions) OO - -------------------- ----------------- CUSIP No. 011537316 13G Page 3 of 9 Pages - -------------------- ----------------- 1 NAMES OF REPORTING PERSONS Arthur Wrubel I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [_] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States 5 SOLE VOTING POWER NUMBER OF SHARES -0- BENEFICIALLY 6 SHARED VOTING POWER OWNED BY EACH 960,400 (See Item 2) REPORTING PERSON 7 SOLE DISPOSITIVE POWER WITH -0- 8 SHARED DISPOSITIVE POWER 960,400 (See Item 2) 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 960,400 (See Item 2) 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [_] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.11% 12 TYPE OF REPORTING PERSON (See Instructions) IN - -------------------- ----------------- CUSIP No. 011537316 13G Page 4 of 9 Pages - -------------------- ----------------- 1 NAMES OF REPORTING PERSONS John Khoury I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [_] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Canada 5 SOLE VOTING POWER NUMBER OF SHARES -0- BENEFICIALLY 6 SHARED VOTING POWER OWNED BY EACH 960,400 (See Item 2) REPORTING PERSON 7 SOLE DISPOSITIVE POWER WITH -0- 8 SHARED DISPOSITIVE POWER 960,400 (See Item 2) 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 960,400 (See Item 4) 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [_] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.11% 12 TYPE OF REPORTING PERSON (See Instructions) IN - -------------------- ----------------- CUSIP No. 011537316 13G Page 5 of 9 Pages - -------------------- ----------------- Item 1. (a) Name of Issuer The name of the issuer is Urstadt Biddle Properties Inc. (b) Address of Issuer's Principal Executive Offices The Issuer's principal executive office is located at 321 Railroad Avenue, Greenwich, Connecticut 06830 Item 2. (a) Name of Person Filing This Schedule 13G is being jointly filed by Wesley Capital Management LLC, a Delaware limited liability company (the "Management Company"), Mr. Arthur Wrubel and Mr. John Khoury with respect to the ownership of the shares of Common Stock of the Issuer by three hedge funds and two managed accounts (collectively, the "Funds") for which the Management Company serves investment manager or advisor.(1) Mr. Wrubel, Mr. Khoury and the Management Company are referred to in this Schedule 13G as the "Reporting Persons." The Reporting Persons have entered into a Joint Filing Agreement, dated February 17, 2006, a copy of which is filed with this Schedule 13G as Exhibit A, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act. (b) Address of Principal Business Office, or if none, Residence The address of the principal business office of each of the Reporting Persons is 535 Madison Avenue, 26th Floor, New York, NY 10022 (c) Citizenship The Management Company is organized as a limited liability company under the laws of the State of Delaware. Mr. Wrubel is a United States citizen. Mr. Khoury is a Canadian citizen. (d) Title of Class of Securities Common Stock, par value $.01 per share. (e) CUSIP Number 917286205 1 The Management Company serves as investment manager or advisor to Wesley Capital L.P., a Delaware limited partnership, Wesley Capital Master Fund Limited, a Cayman Islands corporation, Wesley Capital QP, L.P., a Delaware limited partnership, and two managed accounts. Accordingly, the Management Company may be deemed to be the beneficial owner of the shares of Common Stock of the Issuer held by the Funds. Mr. Wrubel and Mr. Khoury are Managing Members of the Management Company, and together they control its business activities. Accordingly each of Mr. Wrubel and Mr. Khoury may be deemed to be the beneficial owner of the shares of Common Stock of the Issuer held by the Funds. The Management Company, Mr. Wrubel and Mr. Khoury each disclaim beneficial ownership of the shares of Common Stock of the Issuer held by the Funds, except to the extent of any pecuniary interest, and this report shall not be deemed to be an admission that they are the beneficial owners of such securities - -------------------- ----------------- CUSIP No. 011537316 13G Page 6 of 9 Pages - -------------------- ----------------- Item 3. If this statement is filed pursuant to ss.240.13d-1(b) or 240.13d.2(b) or (c), check whether the person filing is a: Not applicable. Item 4. Ownership A. Wesley Capital Management, LLC(2) (a) Amount beneficially owned: 960,400 (b) Percent of class: 5.11% (c) Number of shares as to which such person has: (i) Sole power to vote or direct the vote: -0- (ii) Shared power to vote or direct the vote: 960,400 (iii) Sole power to dispose or direct the disposition: -0- (iv) Shared power to dispose or direct the disposition: 960,400 B. Arthur Wrubel(2) (a) Amount beneficially owned: 960,400 (b) Percent of class: 5.11%. (c) Number of shares as to which such person has: (i) Sole power to vote or direct the vote: 0 (ii) Shared power to vote or direct the vote: 960,400 (iii) Sole power to dispose or direct the disposition: 0 (iv) Shared power to dispose or direct the disposition: 960,400 - -------------------- ----------------- CUSIP No. 011537316 13G Page 7 of 9 Pages - -------------------- ----------------- C. John Khoury(2) (a) Amount beneficially owned: 960,400 (b) Percent of class: 5.11%. (c) Number of shares as to which such person has: (i) Sole power to vote or direct the vote: 0 (ii) Shared power to vote or direct the vote: 960,400 (iii) Sole power to dispose or direct the disposition: 0 (iv) Shared power to dispose or direct the disposition: 960,400 Item 5. Ownership of Five Percent or Less of a Class If this statement is being filed to report the fact that as of the date hereof each of the Reporting Persons has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ]. Item 6. Ownership of More than Five Percent on Behalf of Another Person: See response to Item 4. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company Not applicable. Item 8. Identification and Classification of Members of the Group Not applicable. Item 9. Notice of Dissolution of Group Not applicable. Item 10. Certification By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as participant in any transaction having that purpose or effect. - -------------------- ----------------- CUSIP No. 011537316 13G Page 8 of 9 Pages - -------------------- ----------------- SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: February 17, 2006 Wesley Capital Management, LLC By: /s/ Arthur Wrubel ---------------------------- Name: Arthur Wrubel Its: Managing Member Wesley Capital Management, LLC By: /s/ John Khoury ---------------------------- Name: John Khoury Its: Managing Member /s/ Arthur Wrubel --------------------------------- Arthur Wrubel, individually /s/ John Khoury --------------------------------- John Khoury, individually Exhibit A AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G The undersigned hereby agree as follows: (i) Each of them is individually eligible to use the Schedule 13G to which this Exhibit is attached, and such Schedule 13G is filed on behalf of each of them; and (ii) Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. Date: February 17, 2006 Wesley Capital Management, LLC By: /s/ Arthur Wrubel ---------------------------- Name: Arthur Wrubel Its: Managing Member Wesley Capital Management, LLC By: /s/ John Khoury ---------------------------- Name: John Khoury Its: Managing Member /s/ Arthur Wrubel --------------------------------- Arthur Wrubel, individually /s/ John Khoury --------------------------------- John Khoury, individually -----END PRIVACY-ENHANCED MESSAGE-----