-----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, QT4sqz1X3wV86qdxPEnFTmVIxx7PIx+jD2+e/x9OVeU9JAmEzrDBAVx0xvjdcw0K WTuoQIGY7aybrBDf3H4i/w== 0001005150-99-000332.txt : 19990422 0001005150-99-000332.hdr.sgml : 19990422 ACCESSION NUMBER: 0001005150-99-000332 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990421 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 13D SEC ACT: SEC FILE NUMBER: 005-54519 FILM NUMBER: 99598507 BUSINESS ADDRESS: STREET 1: C/O HRE PROPERTIES INC STREET 2: 321 RAILROAD AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2038638200 FORMER COMPANY: FORMER CONFORMED NAME: HRE PROPERTIES INC DATE OF NAME CHANGE: 19961230 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COUNTRYSIDE SQUARE LP CENTRAL INDEX KEY: 0001027744 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 061467339 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 321 RAILROAD AVE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2038638200 MAIL ADDRESS: STREET 1: C/O HRE PROPERTIES STREET 2: 321 RAILROAD AVE CITY: GREENWICH STATE: CT ZIP: 06830 SC 13D 1 SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (RULE 13D-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(A) Under the Securities Exchange Act of 1934 Urstadt Biddle Properties Inc. ------------------------------ (Name of Issuer) Class A Common Stock, $.01 par value ------------------------------------ (Title of Class of Securities) 917286 20 5 ----------------------------------- (CUSIP Number) Urstadt Biddle Properties Inc. Attn: Charles J. Urstadt Chairman and Chief Executive Officer 321 Railroad Avenue, Greenwich, Connecticut 06830 (203) 863-8200 --------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 16, 1999 ------------------------------------ (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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). Page 1 of 22 Pages CUSIP NO. 917286 20 5 - ------------------------------------------------------------------------------------------------------------------- 1 Name of Reporting Person(1) S.S. or I.R.S. Identification No. of Above Person Countryside Square Limited Partnership - ------------------------------------------------------------------------------------------------------------------- 2 Check the Appropriate Box If a Member of a Group a. [ ] b. [ ] - ------------------------------------------------------------------------------------------------------------------- 3 SEC Use Only - ------------------------------------------------------------------------------------------------------------------- 4 Source of Funds OO - ------------------------------------------------------------------------------------------------------------------- 5 Check If Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------------------------------------------- 6 Citizenship or Place of Organization Delaware - ------------------------------------------------------------------------------------------------------------------- 7 Sole Voting Power Number of 1,200,000 Shares --------- Beneficially 8 Shared Voting Power Owned By --------- Each Reporting 9 Sole Dispositive Power Person 1,200,000 --------- With 10 Shared Dispositive Power - ------------------------------------------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,200,000 - ------------------------------------------------------------------------------------------------------------------- 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares [ ] - ------------------------------------------------------------------------------------------------------------------- - ----------------------- 1 Filing jointly pursuant to Rule 13d-1(k)(1) under the Act with Urstadt Biddle Properties Inc.
Page 2 of 22 Pages 13 Percent of Class Represented By Amount in Row (11) 21.2% - ------------------------------------------------------------------------------------------------------------------- 14 Type of Reporting Person PN - -------------------------------------------------------------------------------------------------------------------
Page 3 of 22 Pages CUSIP NO. 917286 20 5 - ------------------------------------------------------------------------------------------------------------------- 1 Name of Reporting Person(2) S.S. or I.R.S. Identification No. of Above Person Urstadt Biddle Properties Inc. - ------------------------------------------------------------------------------------------------------------------- 2 Check the Appropriate Box If a Member of a Group a. [ ] b. [ ] - ------------------------------------------------------------------------------------------------------------------- 3 SEC Use Only - ------------------------------------------------------------------------------------------------------------------- 4 Source of Funds N/A - ------------------------------------------------------------------------------------------------------------------- 5 Check If Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------------------------------------------- 6 Citizenship or Place of Organization Delaware - ------------------------------------------------------------------------------------------------------------------- 7 Sole Voting Power Number of 1,200,000 Shares ------------- Beneficially 8 Shared Voting Power Owned By ------------- Each Reporting 9 Sole Dispositive Power Person 1,200,000 ------------- With 10 Shared Dispositive Power -------------- - ------------------------------------------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,200,000 - ------------------------------------------------------------------------------------------------------------------- 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares [ ] - ------------------------------------------------------------------------------------------------------------------- - ---------------------- 2 Filing jointly pursuant to Rule 13d-1(k)(1) under the Act with Countryside Square Limited Partnership.
Page 4 of 22 Pages 13 Percent of Class Represented By Amount in Row (11) 21.2% - ------------------------------------------------------------------------------------------------------------------- 14 Type of Reporting Person CO - -------------------------------------------------------------------------------------------------------------------
Page 5 of 22 Pages ITEM 1. SECURITY AND ISSUER. This Statement on Schedule 13D (the "Schedule 13D") relates to the Class A Common Stock, par value $.01 per share (the "Class A Common Stock"), of Urstadt Biddle Properties Inc., a Maryland corporation ("UBP"). The address of the principal executive offices of UBP is 321 Railroad Avenue, Greenwich, Connecticut 06830. ITEM 2. IDENTITY AND BACKGROUND. This Schedule 13D is filed jointly on behalf of Countryside Square Limited Partnership, a Delaware limited partnership ("Countryside"), and UBP, as the sole general partner of Countryside, pursuant to Rule 13d-1(k)(1) under the Act. Pursuant to the terms of the Limited Partnership Agreement of Countryside dated as of November 22, 1996, by and among UBP, as general partner, and the limited partners signatory thereto, which agreement is attached hereto as Exhibit 2 and incorporated herein by reference in its entirety (the "Partnership Agreement"), UBP, as the sole general partner of Countryside, may be deemed to be the indirect beneficial owner of the 1,200,000 shares of Class A Common Stock of UBP beneficially owned by Countryside (the "Countryside Class A Shares"). Countryside's principal business is (a) the ownership and management of certain commercial real estate acquired by Countryside from UBP as a capital contribution to Countryside in connection with the organization of Countryside (the "Commercial Property") and (b) the ownership of the Countryside Class A Shares. UBP's principal business is the ownership of real estate investments which consist principally of equity investments in income-producing properties, with primary emphasis on properties in the eastern part of the United States. The principal business address and the principal office address of each of Countryside and UBP is 321 Railroad Avenue, Greenwich, Connecticut 06830. The name, business address, citizenship and present principal occupation of each director and executive officer of UBP are set forth on Schedule I hereto. None of Countryside, UBP or, to the best knowledge of such parties, any of the persons listed on Schedule I hereto has, during the last five years, (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Pursuant to the terms of the Partnership Agreement, Countryside initially acquired 600,000 shares of Common Stock, par value $.01 per share, of the Issuer (the "Common Stock") from the limited partners of Countryside as a capital contribution to Countryside in connection with the organization of Countryside (the "Countryside Common Shares"), and Countryside acquired the Commercial Property from UBP as a capital contribution to Countryside in connection with the organization of Countryside. Page 6 of 22 Pages Pursuant to a special stock dividend on the Issuer's Common Stock consisting of one share of Class A Common Stock for each share of Common Stock, Countryside acquired 600,000 shares of Class A Common Stock on August 14, 1998. On April 16, 1999, Charles J. Urstadt, solely in his capacity as the trustee of the Catherine Urstadt Biddle Irrevocable Trust (the "CUB Trust", and Mr. Urstadt, solely in such capacity, the "CUB Trustee"), entered into, for and on behalf of the CUB Trust, a transaction with Countryside pursuant to which the CUB Trustee exchanged 300,000 shares of Class A Common Stock held by the CUB Trustee on behalf of, and subject to, the CUB Trust for 300,000 shares of Common Stock held by Countryside. On the same date, Mr. Urstadt, solely in his capacity as the trustee of the Charles D. Urstadt Irrevocable Trust (the "CDU Trust", and Mr. Urstadt, solely in such capacity, the "CDU Trustee"), entered into, for and on behalf of the CDU Trust, a transaction with Countryside, pursuant to which the CDU Trustee exchanged 300,000 shares of Class A Common Stock held by the CDU Trustee on behalf of, and subject to, the CDU Trust for 300,000 shares of Common Stock held by Countryside (the share exchange transaction between the CUB Trustee, for and on behalf of the CUB Trust, and Countryside and the share exchange transaction between the CDU Trustee, for and on behalf of the CDU Trust, and Countryside are, collectively, hereinafter referred to as the "Share Exchange Transaction"). ITEM 4. PURPOSE OF TRANSACTION. Countryside acquired and currently intends to hold the Countryside Class A Shares for investment. Pursuant to the terms of the Partnership Agreement, Countryside is required to make certain distributions to the limited partners and the general partner of Countryside on a monthly basis and upon liquidation of Countryside. In the event that Countryside does not have sufficient cash to make the required distributions to the limited partners of Countryside, UBP, as the general partner of Countryside, will have the option to sell all or a portion of the Countryside Class A Shares in order to provide Countryside with sufficient cash to make such distributions. While Countryside does not currently anticipate selling any of the Countryside Class A Shares, it may elect to do so if Countryside does not have sufficient cash to make the required distributions to the limited partners of Countryside. If Countryside determines to sell all or a portion of the Countryside Class A Shares, it may do so in the open market or in privately negotiated transactions. In no event, however, will UBP be entitled to sell more Countryside Class A Shares than are necessary to provide Countryside with sufficient cash to make such distributions to the limited partners of Countryside. Under the terms of the Partnership Agreement, the limited partners or the general partner of Countryside may require the dissolution of Countryside on or after the third anniversary of the date of the Partnership Agreement. Upon any dissolution of Countryside, it is currently anticipated that any Countryside Class A Shares then held by Countryside after all required cash distributions are made to the limited partners of Countryside will be distributed to UBP. Reference is hereby made to the Partnership Agreement for a more complete description of the terms and conditions of the Partnership Agreement. As noted in Item 2 above, the information set forth herein respecting UBP and the persons named in Schedule I hereto is being provided solely as a result of the fact that UBP, as the sole general partner of the Partnership, may be deemed to beneficially own the Countryside Class A Shares held by Countryside. While the information set forth herein respecting UBP Page 7 of 22 Pages and the persons named in Schedule I hereto is believed to be accurate in all material respects, reference is hereby made to the periodic reports, proxy statements and other information filed by UBP and the persons named in Schedule I hereto with the Securities and Exchange Commission for changes in such information and other developments that may occur subsequent to the date of the information contained herein. Except as specifically set forth in this Item 4, none of Countryside, UBP or, to the best knowledge of such parties, any of the persons named in Schedule I hereto has any plans or proposals which relate to or would result in any of the actions or effects set forth in items (a) through (j) of Item 4 of Schedule 13D, although such persons may develop such plans or proposals. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a)(i) Countryside directly owns the 1,200,000 Countryside Class A Shares. As the sole general partner of Countryside, UBP may be deemed to be the indirect beneficial owner of the 1,200,000 Countryside Class A Shares. The 1,200,000 Countryside Class A Shares represent 21.2% of the 5,667,847 shares of Class A Common Stock of UBP outstanding on the date hereof, based upon information provided by UBP and calculated in accordance with Rule 13d-3(d)(1) under the Act. (ii) For information concerning the ownership of Class A Common Stock of UBP by the persons listed on Schedule I hereto, see the portions of UBP's Proxy Statement dated February 2, 1999 attached hereto as Exhibit 3 and incorporated herein by reference. As noted above, while the information set forth herein respecting UBP and the persons named in Schedule I hereto is believed to be accurate in all material respects, reference is hereby made to the periodic reports, proxy statements and other information filed by UBP and the persons named in Schedule I hereto with the Securities and Exchange Commission for changes in such information and other developments that may occur subsequent to the date of the information contained herein. (b) Subject to the terms of the Partnership Agreement, UBP, as the sole general partner of Countryside, has the power to vote or direct the voting and the power to dispose or direct the disposition of the Countryside Class A Shares. (c) On April 16, 1999, Countryside entered into the Share Exchange Transaction described in Item 4 of this Schedule 13D. On April 6, 1999, the CUB Trustee and the CDU Trustee each entered into, for and on behalf of the CUB Trust and the CDU Trust, respectively, certain privately negotiated transactions with third parties pursuant to which the CUB Trustee and the CDU Trustee exchanged 12,000 shares and 18,000 shares, respectively, of Class A Common Stock held by the CUB Trust and the CDU Trust, respectively, for 12,000 shares and 18,000 shares, respectively, of Common Stock. On April 13, 1999, the Board of Directors of the Issuer approved the sale of 2,000 shares of Class A Common Stock to George H.C. Lawrence at a purchase price equal to $8.2989 per share in cash. Such sale was effected on April 16, 1999 with proceeds received by Mr. Lawrence from UBP's Deferred Directors' Fees Plan. Page 8 of 22 Pages Except as set forth in this Schedule 13D, none of Countryside, UBP or, to the best knowledge of such parties, any of the persons named on Schedule I hereto owns any shares of Class A Common Stock or has purchased or sold any shares of Class A Common Stock during the past 60 days. (d) Except as set forth in this Schedule 13D and except as may be provided in the Partnership Agreement, no person is known by Countryside or UBP to have the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, the Countryside Class A Shares. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. For information concerning the terms of the Partnership Agreement, see Item 4 above. Except as set forth in this Schedule 13D, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons referred to in Item 2 of this Schedule 13D or between such persons and any other person with respect to any of the securities of UBP, including, but not limited to, any relating to the transfer or voting of any of such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss or the giving or withholding of proxies. ITEM 7. MATERIALS TO BE FILED AS EXHIBITS. 1. Joint Filing Agreement, dated April 20, 1999. 2. Limited Partnership Agreement, dated November 22, 1996, by and among UBP Properties, as general partner, and the persons set forth on Exhibit A attached thereto, as limited partners (incorporated by reference to Exhibit 2 of the Schedule 13D filed on behalf of Countryside with respect to the Common Stock). 3. Certain Extracts from UBP's Proxy Statement dated February 2, 1999. Page 9 of 22 Pages 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: April 20, 1999 COUNTRYSIDE SQUARE LIMITED PARTNERSHIP By: Urstadt Biddle Properties Inc., as General Partner By: /s/ Charles J. Urstadt ----------------------- Name: Charles J. Urstadt Title: Chairman of the Board and Chief Executive Officer URSTADT BIDDLE PROPERTIES INC. By: /s/ Charles J. Urstadt ----------------------- Name: Charles J. Urstadt Title: Chairman of the Board and Chief Executive Officer Page 10 of 22 Pages
SCHEDULE I ---------- Reporting Person: Urstadt Biddle Properties Inc. ("UBP") 321 Railroad Avenue Greenwich, Connecticut 06830 Executive Officers, Directors and Controlling Persons: Name ....................... Charles J. Urstadt Positions....................... Chairman of the Board and Chief Executive Officer, UBP Principal Occupation and Employment; Business Address Chairman of the Board and Chief Executive Officer, UBP; Chairman and Director, Urstadt Property Company, Inc.; Trustee Emeritus, Pace University; Advisory Director, Putnam Trust Company; Trustee, Historic Hudson Valley; the business address of Mr. Urstadt is: 321 Railroad Avenue, Greenwich, Connecticut 06830 Citizenship..................... U.S.A. Name ....................... Willing L. Biddle Positions....................... Director, President and Chief Operating Officer, UBP Principal Occupation and Employment; Business Address................ President, UBP; the business address of Mr. Biddle is: 321 Railroad Avenue, Greenwich, Connecticut 06830 Citizenship..................... U.S.A. Name: ....................... James R. Moore Position:....................... Executive Vice President, Chief Financial Officer and Treasurer, UBP Principal Occupation and Employment; Business Address:............... Executive Vice President, Chief Financial Officer and Treasurer, UBP; the business address of Mr. Moore is: 321 Railroad Avenue, Greenwich, CT 06830 Citizenship:.................... U.S.A. Name: ....................... Raymond P. Argila Position:....................... Senior Vice President, Chief Legal Officer and Assistant Secretary, UBP Principal Occupation and Employment; Business Address:............... Senior Vice President, Chief Legal Officer and Assistant Secretary, UBP; the business address of Mr. Argila is: 321 Railroad Avenue, Greenwich, CT 06830 Citizenship..................... U.S.A.
Page 11 of 22 Pages Name: ....................... Peter Herrick Position:....................... Director Principal Occupation and Employment; Business Address:............... Director, The Bank of New York; Director, BNY Hamilton Funds; the business address of Mr. Herrick is: 42 Sunnybrook Road; Bronxville, N.Y. 10708 Citizenship:.................... U.S.A. Name: ....................... Paul D. Paganucci Position:....................... Director Principal Occupation and Employment; Business Address:............... Chairman, Ledyard National Bank; Director, Filene's Basement, Inc.; Director, Allmerica Securities Trust, Inc.; Director IGI Inc.; Trustee, Colby College; Director, The Grace Institute; the business address of Mr. Paganucci is: P.O. Box 799; 38 Main Street; Hanover, New Hampshire 03755 Citizenship:.................... U.S.A. Name: ....................... Robert R. Douglass Position:....................... Director Principal Occupation and Employment: Business Address:............... Of Counsel, Milbank, Tweed Hadley and McCloy; Chairman and Director, Cedel; Chairman, Downtown Lower Manhattan Association; Chairman, Alliance for Downtown New York; Director, Business Council for the United Nations; Member, Council on Foreign Relations; Director, Gryphon Holdings, Inc.; the business address of Mr. Douglass is: One Chase Manhattan Plaza, 46th Fl.; New York, New York 10005 Citizenship:.................... U.S.A. Name: ....................... George H. C. Lawrence Position:....................... Director Principal Occupation and Employment; Business Address:............... Chief Executive Officer and President, Lawrence Investing Company, Inc.; Director, Urstadt Property Company, Inc.; Trustee, Sarah Lawrence College; Director, Westchester County Association; Senior Vice President and Director, Kensico Cemetery; Director, CLX Energy; the business address of Mr. Lawrence is: 3507 Ocean Drive; Vero Beach, Florida 32963 Citizenship:.................... U.S.A.
Page 12 of 22 Pages Name: ....................... E. Virgil Conway Position:....................... Director Principal Occupation and Employment; Business Address:............... Chairman, Metropolitan Transportation Authority; Financial Consultant and Corporate Director; Trustee, Consolidated Edison Company of New York, Inc.; Director, Union Pacific Corporation; Trustee, Phoenix Duff & Phelps Mutual Funds; Trustee, Atlantic Mutual Insurance Company; Director, Centennial Insurance Company; Director, Trism, Inc.; Director, AccuHealth, Inc.; Chairman, New York Housing Partnership Development Corporation; Vice Chairman, Academy of Political Science; Trustee, Pace University; the business address of Mr. Conway is: 101 Park Ave., 30th Fl.; New York, New York 10178 Citizenship:.................... U.S.A. Name............................ Charles D. Urstadt Position........................ Director Principal Occupation and Employment; Business Address................ Senior Director, Brown Harris Stevens, LLC; President and Director, Urstadt Property Company, Inc.; Director, Friends of Channel 13; Board Member, New York State Board for Historic Preservation; the business address of Mr. Urstadt is: 321 Railroad Avenue, Greenwich, CT 06830. Citizenship:.................... U.S.A.
Page 13 of 22 Pages EXHIBIT INDEX -------------
Page Exhibit Number - ------- ------ 1. Joint Filing Agreement, dated April 20, 1999. 2. Limited Partnership Agreement, by and among UBP Properties, as general partner, and the persons set forth on Exhibit A attached thereto, as limited partners (incorporated by reference to Exhibit 2 of the Schedule 13D filed on behalf of Countryside with respect to the Common Stock). 3. Certain Extracts from UBP's Proxy Statement dated February 2, 1999.
Page 14 of 22 Pages EXHIBIT 1 Page 15 of 22 Pages EXHIBIT 1 --------- AGREEMENT --------- The undersigned hereby agree that this statement on Schedule 13D with respect to the beneficial ownership of shares of Class A Common Stock of Urstadt Biddle Properties Inc. is filed jointly, on behalf of each of them. Dated: April 20, 1999 COUNTRYSIDE SQUARE LIMITED PARTNERSHIP By: Urstadt Biddle Properties Inc., as General Partner By: /s/ Charles J. Urstadt ------------------------- Name: Charles J. Urstadt Title: Chairman of the Board and Chief Executive Officer URSTADT BIDDLE PROPERTIES INC. By: /s/ Charles J. Urstadt ----------------------- Name: Charles J. Urstadt Title: Chairman of the Board and Chief Executive Officer Page 16 of 22 Pages EXHIBIT 3 Page 17 of 22 Pages EXHIBIT 3 --------- Certain Extracts from UBP's Proxy Statement dated February 2, 1999. ------------------------------------------------------------------- SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following tables set forth certain information as of January 6, 1999 available to the Company with respect to the shares of the Company (i) held by those persons known to the Company to be the beneficial owners (as determined under the rules of the SEC) of more than 5% of the Common Shares and Class A Common Shares then outstanding and (ii) held by each of the Directors, each of the executive officers named in the Summary Compensation Table below, and by all of the Directors and such executive officers as a group: 5% BENEFICIAL OWNERS
CLASS A NAME AND ADDRESS OF COMMON SHARES PERCENT OF COMMON SHARES PERCENT OF BENEFICIAL OWNER BENEFICIALLY OWNED CLASS BENEFICIALLY OWNED CLASS ---------------- ------------------ ----- ------------------ ----- Charles J. Urstadt.......................... 1,570,785(1)(2) 25.6% 1,503,191(3)(4) 24.6% Urstadt Biddle Properties Inc. 321 Railroad Ave Greenwich, CT 06830 Countryside Square 600,000 9.8% 600,000 9.9% Limited Partnership(5).................... c/o Urstadt Biddle Properties 321 Railroad Ave Greenwich, CT 06830 Grace & White, Inc. (6)..................... 324,100 5.3% 324,100 5.3% 515 Madison Ave., Suite 1700 New York, NY 10022
- ---------- (1) Of these shares, 50,000 are owned by Urstadt Property Company, Inc., a company of which Mr. Urstadt is the chairman, a director and a principal stockholder, 900,000 shares are owned by two irrevocable trusts established for Mr. Urstadt's adult children and 57,000 shares are owned by Elinor Urstadt, Mr. Urstadt's wife. The figure excludes 76,690 shares issuable upon exercise of options which are not currently exercisable and which will not become exercisable within 60 days, but includes 500,421 shares issuable upon exercise of options exercisable within 60 days. See "Compensation and Transactions with Management and Others" below. The figure also excludes 49,160 cash appreciation rights, all of which are exercisable within 60 days. (2) This figure assumes, in connection with the determination of the number of Common Shares issuable upon exercise of options exercisable within 60 days, that Mr. Urstadt will elect the Common Stock Option (as defined in "Report of Compensation Committee on Executive Compensation" below) with respect to all of such options. See "Report of Compensation Committee on Executive Compensation" for information with respect to certain modifications of outstanding options granted under the Company's Stock Option Plan as of August 14, 1998, the date of the Stock Dividend. If Mr. Urstadt elects the Combination Option (as defined below) or the Class A Stock Option (as defined below) with respect to all such options, the number of Common Shares issuable upon exercise of options exercisable within 60 days, the total number of Common Shares beneficially owned and the Percent of Class would be less. (3) Of these shares, 900,000 shares are owned by two irrevocable trusts established for Mr. Urstadt's adult children and 43,000 shares are owned by Elinor Urstadt, Mr. Urstadt's wife. The figure excludes 76,169 shares issuable upon exercise of options which are not currently exercisable and which will not become exercisable within 60 days, but includes 499,002 shares issuable upon exercise of options exercisable within 60 days. See "Compensation and Transactions with Management and Others" below. This figure also excludes 48,826 cash appreciation rights, all of which are exercisable within 60 days. (4) This figure assumes, in connection with the determination of the number of Class A Common Shares issuable upon exercise of options exercisable within 60 days, that Mr. Urstadt will elect the Class A Stock Option with respect to all of such options. See "Report of Compensation Committee on Executive Compensation" for information with respect to certain modifications of outstanding options granted under the Company's Stock Option Plan as of August 14, 1998, the date of the Stock Dividend. If Mr. Urstadt elects the Combination Option Page 18 of 22 Pages or the Common Stock Option with respect to all such options, the number of Class A Common Shares issuable upon exercise of options exercisable within 60 days, the total number of Class A Common Shares beneficially owned and the Percent of Class would be less. (5) Pursuant to the terms of a Limited Partnership Agreement of Countryside Square Limited Partnership (the "Partnership") dated as of November 22, 1996 (the "Partnership Agreement") by and among the Company, as general partner, and the limited partners signatory thereto, the limited partners contributed to the capital of the Partnership the 600,000 Common Shares previously held by such limited partners. The Partnership was issued 600,000 Class A Common Shares pursuant to the Stock Dividend. (6) Based upon information contained in Amendment No.#1 to Schedule 13G filed with the SEC on February 12, 1997. Page 19 of 22 Pages DIRECTORS AND OFFICERS
COMMON SHARES BENEFICIALLY OWNED CLASS A ------------------ PERCENT OF COMMON SHARES PERCENT OF NAME (1) CLASS (1) BENEFICIALLY OWNED (2) CLASS (2) ---- --- --------- ---------------------- --------- Charles J. Urstadt.......................... 1,570,785(3) 25.6% 1,503,191(4) 24.6% Willing L. Biddle........................... 78,675(15) 1.3% 62,075(15) 1.0% E. Virgil Conway............................ 20,265(5)(6) * 20,171(7)(8) * Robert R. Douglass.......................... 16,899(6)(9) * 22,818(8)(10) * Peter Herrick............................... 36,765(5)(6) * 30,671(7)(8) * George H.C. Lawrence........................ 29,299(6)(11) * 29,259(8)(12) * Paul D. Paganucci........................... 15,765(5)(6) * 15,671(7)(8) * Charles D. Urstadt.......................... 0(6) * 0(8) * James O. York............................... 10,033(6)(6A) * 10,006(8)(8A) * James R. Moore.............................. 51,666(13) * 51,666(13) * Raymond P. Argila........................... 33,666(14) * 33,666(14) * Directors & Executive Officers as a 1,863,818(16) 30.3% 1,779,194(17) 29.1% group (11) persons........................
- -------- * Less than 1% (1) The figures presented in this column (except for those relating to Willing L. Biddle, James R. Moore and Raymond P. Argila) assume, in connection with the determination of the number of Common Shares issuable upon exercise of options exercisable within 60 days by the respective individuals listed below, that such individuals will elect the Common Stock Option with respect to all of such options. See "Report of Compensation Committee on Executive Compensation" for information with respect to certain modifications of outstanding options granted under the Company's Stock Option Plan as of August 14, 1998, the date of the Stock Dividend. If any such individual elects the Combination Option or the Class A Stock Option with respect to any or all of such options, the number of Common Shares issuable upon exercise of options exercisable within 60 days, the total number of Common Shares beneficially owned and the Percent of Class would be less for such individual. (2) The figures presented in this column (except for those relating to Willing L. Biddle, James R. Moore and Raymond P. Argila) assume, in connection with the determination of the number of Class A Common Shares issuable upon exercise of options exercisable within 60 days by the respective individuals listed below, that such individuals will elect the Class A Stock Option with respect to all of such options. See "Report of Compensation Committee on Executive Compensation" for information with respect to certain modifications of outstanding options granted under the Company's Stock Option Plan as of August 14, 1998, the date of the Stock Dividend. If any such individual elects the Combination Option or the Common Stock Option with respect to any or all of such options, the number of Class A Common Shares issuable upon exercise of options exercisable within 60 days, the total number of Class A Common Shares beneficially owned and the Percent of Class would be less for such individual. (3) This figure includes 50,000 Common Shares owned by Urstadt Property Company Inc., 900,000 Common Shares owned by two irrevocable trusts established for Mr. Urstadt's adult children, and 57,000 Common Shares owned by Elinor Urstadt, Mr. Urstadt's wife. This figure excludes 51,127 Common Shares issuable upon exercise of options which are not currently exercisable and which will not become exercisable within 60 days, but includes 527,985 Common Shares issuable upon exercise of options exercisable within 60 days. The figure also excludes 49,160 cash appreciation rights all of which are exercisable within 60 days. See "Compensation and Transactions with Management and Others" below. (4) This figure includes 900,000 Class A Common Shares owned by two irrevocable trusts established for Mr. Urstadt's adult children, and 43,000 Class A Common Shares owned by Elinor Urstadt, Mr. Urstadt's wife. This figure excludes 50,779 Class A Common Shares issuable upon exercise of options which are not currently exercisable and which will not become exercisable within 60 days, but includes 524,391 Class A Common Shares issuable upon exercise of options exercisable within 60 days. This figure also excludes 48,826 cash appreciation rights all of which are exercisable within 60 days. See "Compensation and Transactions with Management and Others" below. (5) This figure includes 13,765 Common Shares issuable upon exercise of options which are currently exercisable or which will become exercisable within 60 days. See "Compensation and Transactions with Management and Others" below. Page 20 of 22 Pages (6) This figure excludes 1,966 Common Shares issuable upon exercise of options which are not currently exercisable and which will not become exercisable within 60 days. See "Compensation and Transactions with Management and Others" below. (6A) This figure includes 3,933 Common Shares issuable upon exercise of options which are currently exercisable or which will become exercisable within 60 days. See "Compensation and Transactions with Management and Others" below. (7) This figure includes 13,671 Class A Common Shares issuable upon exercise of options which are currently exercisable or which will become exercisable within 60 days. See "Compensation and Transactions with Management and Others" below. (8) This figure excludes 1,953 Class A Common Shares issuable upon exercise of options which are not currently exercisable and which will not become exercisable within 60 days. See "Compensation and Transactions with Management and Others" below. (8A) This figure includes 3,906 Class A Common Shares issuable upon exercise of options which are currently exercisable or which will become exercisable within 60 days. See "Compensation and Transactions with Management and Others" below. (9) This figure includes 11,799 Common Shares issuable upon exercise of options which are currently exercisable or which will become exercisable within 60 days. See "Compensation and Transactions with Management and Others" below. (10) This figure includes 11,718 Class A Common Shares issuable upon exercise of options which are currently exercisable or which will become exercisable within 60 days. See "Compensation and Transactions with Management and Others" below. (11) This figure includes 5,899 Common Shares issuable upon exercise of options which are currently exercisable or which will become exercisable within 60 days. See "Compensation and Transactions with Management and Others" below. (12) This figure includes 5,859 Class A Common Shares issuable upon exercise of options which are currently exercisable or which will become exercisable within 60 days. See "Compensation and Transactions with Management and Others" below. (13) This figure includes 29,250 Common Shares and Class A Common Shares issuable upon exercise of options which are currently exercisable or which will become exercisable within 60 days. This figure excludes 4,250 Common Shares and Class A Common Shares issuable upon exercise of options which are not currently exercisable and which will not become exercisable within 60 days. See "Compensation and Transactions with Management and Others" below. (14) This figure includes 17,000 Common Shares and Class A Common Shares issuable upon exercise of options which are currently exercisable or which will become exercisable within 60 days. This figure excludes 3,000 Common Shares and Class A Common Shares issuable upon exercise of options which are not currently exercisable and which will not become exercisable within 60 days. See "Compensation and Transactions with Management and Others" below. (15) This figure includes 14,375 Common Shares and Class A Common Shares issuable upon exercise of options which are currently exercisable or which will become exercisable within 60 days. This figure excludes 4,625 Common Shares and Class A Common Shares issuable upon exercise of options which are not currently exercisable and which will not become exercisable within 60 days. Mr. Biddle is the son-in-law of Mr. Urstadt. See "Compensation and Transactions with Management and Others" below. (16) This figure excludes 76,764 Common Shares issuable upon exercise of options which are not currently exercisable and which will not become exercisable within 60 days, but includes 651,536 Common Shares issuable upon exercise of options which are exercisable within 60 days. This figure also excludes 49,160 cash appreciation rights all of which are exercisable within 60 days. (17) This figure excludes 76,325 Class A Common Shares issuable upon exercise of options which are not currently exercisable and which will not become exercisable within 60 days, but includes 647,512 Class A Common Shares issuable upon exercise of options which are exercisable within 60 days. This figure also excludes 48,826 cash appreciation rights all of which are exercisable within 60 days. Page 21 of 22 Pages Stock Options Under the Company's Stock Option Plan ("Plan"), 418,271 shares of the Company's authorized but unissued Common Shares and 418,271 shares of the Company's Class A Common Shares have been reserved for issuance upon the exercise of options or stock appreciation rights which have been or may be granted under the Plan. The persons eligible to participate in the Plan are such key employees of the Company as may be selected from time to time by the Compensation Committee in its discretion, as well as non-employee Directors. The Plan provides that each Director who is not a full-time employee or former full-time employee of the Company will automatically be awarded options covering 1,000 Common Shares and 1,000 Class A Common Shares on April 1 of each year. The Plan is administered by the Compensation Committee. The Compensation Committee has authorized loans to finance the exercise of incentive stock options granted to executive officers. The loans have a five-year term, subject to extension at the discretion of the Compensation Committee, bear interest at the prime rate plus 1/2% and are secured by a pledge of the related shares. The loans become due on termination of employment by the Company, but are automatically extended for seven months following termination of employment other than for cause, and for 13 months following termination of employment occurring after a Change of Control of the Company. Two such loans are outstanding to James R. Moore and Raymond P. Argila, each in the principal amount of $133,534. The following table sets forth, for the executive officers named in the Summary Compensation Table, information concerning the fiscal year-end value of unexercised options and SARs. AGGREGATED OPTIONS/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES
# OF UNEXERCISED VALUE OF UNEXERCISED CLASS A COMMON IN-THE-MONEY AND COMMON SHARE OPTIONS/SARS AT OPTIONS/SARS AT FY-END FY-END ($) SHARES -------------------------- ------------------------------ ACQUIRED ON VALUE NAME EXERCISED(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE ---- ----------- ----------- ----------- ------------- ------------ -------------- Charles J. Urstadt........... ___ ___ 268,500(1) 26,000(1) $671,156(2) $36,625(2) Willing L. Biddle............ ___ ___ 14,375 4,625 $ 22,461 $ 5,633 James R. Moore............... ___ ___ 29,250 4,250 $ 31,421 $ 5,547 Raymond P. Argila............ ___ ___ 17,000 3,000 $ 27,125 $ 4,313
- -------- (1) These figures assume that Mr. Urstadt will elect the Combination Option with respect to all options granted to him prior to August 14, 1998, the date of the Stock Dividend. See "Report of Compensation Committee on Executive Compensation" for information with respect to certain modifications of outstanding options granted under the Company's Stock Option Plan as of August 14, 1998, the date of the Stock Dividend. If Mr. Urstadt elects the Common Stock Option or the Class A Stock Option with respect to any or all of such options, these figures would be less. (2) These figures assume that Mr. Urstadt will elect the Combination Option with respect to all options granted to him prior to August 14, 1998, the date of the Stock Dividend. See "Report of Compensation Committee on Executive Compensation" for information with respect to certain modifications of outstanding options granted under the Company's Stock Option Plan as of August 14, 1998, the date of the Stock Dividend. If Mr. Urstadt elects the Common Stock Option with respect to all such options, the Value of Unexercised In-the-Money Options at FY-End($) Exercisable would be $685,747 and the Value of Unexercised In-the-Money options at FY-End($) Unexercisable would be $38,889. If Mr. Urstadt elects the Class A Stock Option with respect to all such options, the Value of Unexercised In-the-Money Options at FY-End($) Exercisable would be $629,715 and the Value of Unexercised In-the-Money Options at FY-End($) Unexercisable would be $32,906. Page 22 of 22 Pages -----END PRIVACY-ENHANCED MESSAGE-----