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
<PAGE>
<TABLE>
CUSIP NO. 917286 20 5
<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
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.
</TABLE>
Page 2 of 22 Pages
<PAGE>
<TABLE>
13 Percent of Class Represented By Amount in Row (11)
<S> <C>
21.2%
- -------------------------------------------------------------------------------------------------------------------
14 Type of Reporting Person
PN
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
Page 3 of 22 Pages
<PAGE>
<TABLE>
CUSIP NO. 917286 20 5
<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
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.
</TABLE>
Page 4 of 22 Pages
<PAGE>
<TABLE>
13 Percent of Class Represented By Amount in Row (11)
<S> <C>
21.2%
- -------------------------------------------------------------------------------------------------------------------
14 Type of Reporting Person
CO
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
Page 5 of 22 Pages
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<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 10 of 22 Pages
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE I
----------
<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 11 of 22 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.
</TABLE>
Page 12 of 22 Pages
<PAGE>
<TABLE>
Name: ....................... E. Virgil Conway
<S> <C>
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.
</TABLE>
Page 13 of 22 Pages
<PAGE>
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
Page
Exhibit Number
- ------- ------
<S> <C>
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.
</TABLE>
Page 14 of 22 Pages
<PAGE>
EXHIBIT 1
Page 15 of 22 Pages
<PAGE>
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
<PAGE>
EXHIBIT 3
Page 17 of 22 Pages
<PAGE>
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
<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>
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 18 of 22 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 19 of 22 Pages
<PAGE>
DIRECTORS AND OFFICERS
<TABLE>
<CAPTION>
COMMON SHARES
BENEFICIALLY OWNED CLASS A
------------------ 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 20 of 22 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 21 of 22 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 EXERCISED(#) 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 22 of 22 Pages
