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)
(AMENDMENT NO. 1)
Under the Securities Exchange Act of 1934
Urstadt Biddle Properties Inc.
----------------
(Name of Issuer)
Common Stock, par value $.01 per share
----------------------------
(Title of Class of Securities)
404265 10 0
------------
(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 21 Pages
<PAGE>
CUSIP NO. 404265 10 0
<TABLE>
<S> <C>
- -------------------------------------------------------------------------------------------------------------------
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
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
0
Number of -------------------
Shares
Beneficially 8 Shared Voting Power
Owned By
0
-------------------
Each
Reporting 9 Sole Dispositive Power
Person
0
With -------------------
10 Shared Dispositive Power
0
-------------------
- -------------------------------------------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
0
- -------------------------------------------------------------------------------------------------------------------
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
- -------------
1 Filing jointly pursuant to Rule 13d-1(k)(1) under the Act with Urstadt
Biddle Properties, Inc.
Page 2 of 21 Pages
<PAGE>
<TABLE>
<S> <C>
13 Percent of Class Represented By Amount in Row (11)
0%
- -------------------------------------------------------------------------------------------------------------------
14 Type of Reporting Person
PN
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
Page 3 of 21 Pages
<PAGE>
CUSIP NO. 404265 10 0
<TABLE>
<S> <C>
- -------------------------------------------------------------------------------------------------------------------
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
Maryland
- -------------------------------------------------------------------------------------------------------------------
7 Sole Voting Power
Number of 0
Shares ------------------
Beneficially 8 Shared Voting Power
Owned By
0
Each -------------------
Reporting 9 Sole Dispositive Power
Person
0
-------------------
With
10 Shared Dispositive Power
0
-------------------
- -------------------------------------------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
0
- -------------------------------------------------------------------------------------------------------------------
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
- -----------------------
2 Filing jointly pursuant to Rule 13d-1(k)(1) under the Act with
Countryside Square Limited Partnership.
Page 4 of 21 Pages
<PAGE>
<TABLE>
<S> <C>
13 Percent of Class Represented By Amount in Row (11)
0%
- -------------------------------------------------------------------------------------------------------------------
14 Type of Reporting Person
CO
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
Page 5 of 21 Pages
<PAGE>
This Amendment No. 1 to the Schedule 13D dated November 22, 1996 (the
"Schedule 13D") is being filed pursuant to Rule 13d-2 under the Securities
Exchange Act of 1934, as amended, on behalf of: (i) Countryside Square Limited
Partnership ("Countryside") and (ii) Urstadt Biddle Properties Inc. 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 1. SECURITY AND ISSUER.
Item 1 of the Schedule 13D is hereby supplemented as follows:
This Statement on Schedule 13D (the "Schedule 13D") relates to
the Common Stock, par value $.01 per share (the "Common
Stock"), of Urstadt Biddle Properties Inc., a Maryland
corporation (the "Issuer"), successor to HRE Properties, a
Massachusetts business trust ("HRE"). The address of the
principal executive offices of the Issuer is 321 Railroad
Avenue, Greenwich, Connecticut 06830. All references to HRE in
the Schedule 13D shall and hereby are deemed to refer to the
Issuer.
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 of the Schedule 13D is hereby supplemented as follows:
The name, business address, citizenship and present principal
occupation of each director and executive officer of UBP are
set forth on Schedule I hereto.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 of the Schedule 13D is hereby supplemented as follows:
On April 16, 1999, Countryside entered into a transaction with
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 his capacity as the trustee
of the CUB Trust, the "CUB Trustee"), pursuant to which the
CUB Trustee exchanged 300,000 shares of Common Stock held by
Countryside for 300,000 of Class A Common Stock, par value
$.01 per share, of the Issuer ("Class A Common Stock"), held
by the CUB Trustee on behalf of, and subject to, the CUB
Trust.
On the same date, Countryside entered into a transaction with
Charles J. Urstadt, solely in his capacity as the trustee of
the Charles D. Urstadt Irrevocable Trust (the "CDU Trust", and
Mr. Urstadt, solely in his capacity as the trustee of the CDU
Trust, the "CDU Trustee"), pursuant to which the CDU Trustee
exchanged 300,000 shares of Common Stock held by Countryside
for 300,000 of Class A Common Stock, held by the CDU Trustee
on behalf of, and subject to, the CDU Trust (the share
exchange transaction between Countryside and the CUB Trustee,
for and on behalf of the CUB Trust, and the share exchange
transaction between Countryside and the CDU Trustee, for and
on behalf of the CDU Trust, are collectively hereinafter
referred to as the "Share Exchange Transaction").
As a result of the Share Exchange Transaction, Countryside (i)
no longer beneficially owns any shares of Common Stock and
(ii) beneficially owns 1,200,000 shares of Class A Common
Stock (the "Countryside Class A Shares"), which constitutes
approximately 21.2%
Page 6 of 21 Pages
<PAGE>
of the outstanding shares of Class A Common Stock and
approximately 1.0% of the total voting power in the Issuer.
Countryside currently intends to hold the Countryside Class A
Shares for investment.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 of the Schedule 13D is hereby supplemented as follows:
(a) (i) Countryside no longer owns, directly or indirectly,
any shares of Common Stock.
(ii) For information concerning the ownership of Common
Stock of UBP by the persons listed on Schedule I
hereto, see the extracts of UPB's Proxy Statement
dated February 2, 1999 attached hereto as Exhibit 2
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.
(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 30,000 shares of Common
Stock to Mr. Urstadt and 2000 shares of Common Stock
to George H.C. Lawrence, a director of the Issuer, at
a purchase price equal to $7.7228 per share in cash.
Such sales were effected on April 16, 1999 with
proceeds received by Mr. Urstadt and Mr. Lawrence
form the Issuer's Deferred Directors' Fees Plan.
On April 6, 1999, the Urstadt Conservation Foundation
an entity with whom 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 shares of
stock which it holds, acquired by purchase from the
estate of Claire J. Urstadt, the mother of Mr.
Urstadt, 20,000 shares of Common Stock at a price of
$7.625 per share.
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 Common Stock or has
purchased or sold any shares of Common Stock during
the past 60 days.
(e) April 16, 1999.
Page 7 of 21 Pages
<PAGE>
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
Item 7 of the Schedule 13D is hereby supplemented as follows:
1. Joint Filing Agreement, dated April 20, 1999.
2. Certain Extracts from UBP's Proxy Statement dated February
2, 1999.
Page 8 of 21 Pages
<PAGE>
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 9 of 21 Pages
<PAGE>
SCHEDULE I
----------
<TABLE>
<S> <C>
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.
</TABLE>
Page 10 of 21 Pages
<PAGE>
<TABLE>
<S> <C>
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.
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;
</TABLE>
Page 11 of 21 Pages
<PAGE>
<TABLE>
<S> <C>
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.
</TABLE>
Page 12 of 21 Pages
<PAGE>
EXHIBIT INDEX
-------------
Page
Exhibit Number
- ------- ------
1. Joint Filing Agreement, dated April 20, 1999.
2. Certain Extracts from UBP's Proxy Statement dated February 2, 1999.
Page 13 of 21 Pages
<PAGE>
EXHIBIT 1
Page 14 of 21 Pages
<PAGE>
EXHIBIT 1
AGREEMENT
The undersigned hereby agree that this statement on 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: 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 15 of 21 Pages
<PAGE>
EXHIBIT 2
Page 16 of 21 Pages
<PAGE>
EXHIBIT 2
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
<TABLE>
<CAPTION>
CLASS A
NAME AND ADDRESS OF COMMON SHARES PERCENT OF COMMON SHARES PERCENT OF
BENEFICIAL OWNER BENEFICIALLY OWNED CLASS BENEFICIALLY OWNED CLASS
---------------- ------------------ ----- ------------------ -----
<S> <C> <C> <C> <C> <C>
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
</TABLE>
- ----------
(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 17 of 21 Pages
<PAGE>
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 18 of 21 Pages
<PAGE>
DIRECTORS AND OFFICERS
<TABLE>
<CAPTION>
COMMON SHARES CLASS A
BENEFICIALLY OWNED PERCENT OF COMMON SHARES PERCENT OF
NAME (1) CLASS (1) BENEFICIALLY OWNED (2) CLASS (2)
---- --- --------- ---------------------- ---------
<S> <C> <C> <C> <C>
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........................
</TABLE>
- --------
* 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 19 of 21 Pages
<PAGE>
(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 20 of 21 Pages
<PAGE>
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 $133,534.
The following table sets forth, for the executive officers named in the
Summary Compensation Table, information concerning the fiscal year-end value of
unexercised options and SARs.
AGGREGATED OPTIONS/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
# OF UNEXERCISED VALUE OF UNEXERCISED
CLASS A COMMON IN-THE-MONEY
AND COMMON SHARE OPTIONS/SARS AT
OPTIONS/SARS AT FY-END FY-END ($)
SHARES -------------------------- ---------------------------
ACQUIRED ON VALUE
NAME EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ----------- ----------- ------------- ----------- --------------
<S> <C> <C> <C> <C> <C> <C>
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
</TABLE>
- --------
(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 21 of 21 Pages
