AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 25, 1998
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------
URSTADT BIDDLE PROPERTIES INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MARYLAND 04-2458042*
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
321 RAILROAD AVENUE
GREENWICH, CONNECTICUT 06830
(203) 863-8200
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
------------------
CHARLES J. URSTADT With copies to:
CHAIRMAN AND CHIEF EXECUTIVE OFFICER THOMAS J. DRAGO
URSTADT BIDDLE PROPERTIES INC. COUDERT BROTHERS
321 RAILROAD AVENUE 1114 AVENUE OF THE AMERICAS
GREENWICH, CONNECTICUT 06830 NEW YORK, NEW YORK 10036-7703
(203) 863-8200 (212) 626-4400
(Name, address, including zip code, and
telephone number, including area code,
of agent for service)
------------------
Approximate date of commencement of proposed sale to the public: As
soon as practicable after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [X]
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, as amended, other than securities offered only in
connection with dividend or interest reinvestment plans, please check the
following box. [ ]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration number of the earlier effective registration statement for the
same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
* I.R.S. Employer Identification Number of HRE Properties, the predecessor to
the registrant prior to the Reorganization described in Registration Statement
No. 333-19113-01.
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
========================================================================================================
Proposed Proposed
Title of Amount Maximum Maximum Amount of
Shares To To Be Offering Price Aggregate registration
Be Registered Registered Per Unit (1) Offering Price (1) fee
- - --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common Stock, par 250,000 shares(2) $8.0625 $2,015,625 $594.61
value $.01 per share
- - --------------------------------------------------------------------------------------------------------
</TABLE>
(1) Based upon the average of the high and low sales prices for shares of
Class A Common Stock of the Registrant as reported on the New York
Stock Exchange on September 21, 1998, and estimated solely for the
purpose of calculating the registration fee pursuant to Rule 457 of the
Securities Act of 1933, as amended.
(2) The Prospectus that forms a part of this Registration Statement also
applies to Registration Statement No. 33-57119 (the "Prior Registration
Statement") and the 219,569 shares of Common Stock, par value $.01 per
share (the "Original Common Stock"), left unsold from the initial
250,000 shares of Common Stock registered under the Prior Registration
Statement in accordance with Rule 429.
================================================================================
<PAGE>
PROSPECTUS
URSTADT BIDDLE PROPERTIES INC.
DIVIDEND REINVESTMENT AND SHARE PURCHASE PLAN
On June 16, 1998, the Board of Directors of Urstadt Biddle Properties
Inc., a Maryland corporation (the "Company"), declared a special stock dividend
(the "Stock Dividend") on the Company's Common Stock, par value $.01 per share
(the "Original Common Stock"), consisting of one share of a newly created class
of Class A Common Stock, par value $.01 per share (the "Class A Common Stock"),
for each share of Original Common Stock outstanding as of the close of business
on July 31, 1998 (the "Record Date"). The Stock Dividend was paid on August 14,
1998, to holders of record of the Original Common Stock as of the close of
business on the Record Date.
As a result of the establishment of the Class A Common Stock and the
declaration and payment of the Class A Common Stock pursuant to the Stock
Dividend, the Board of Directors of the Company amended and restated the
Company's Dividend Reinvestment and Share Purchase Plan (as amended and
restated, the "Plan"). The Plan provides holders of shares of Original Common
Stock and holders of shares of Class A Common Stock with a convenient and
economical way to purchase additional shares of Original Common Stock and Class
A Common Stock, respectively, without the payment of any brokerage commission or
service charge.
Participants in the Plan may:
o Automatically reinvest cash dividends on all shares of Original
Common Stock registered in their names in additional shares of
Original Common Stock.
o Automatically reinvest cash dividends on all shares of Class A
Common Stock registered in their names in additional shares of
Class A Common Stock.
o Automatically reinvest cash dividends on less than all shares of
Original Common Stock registered in their names in additional
shares of Original Common Stock and continue to receive cash
dividends on the remaining shares of Original Common Stock.
o Automatically reinvest cash dividends on less than all shares of
Class A Common Stock registered in their names in additional
shares of Class A Common Stock and continue to receive cash
dividends on the remaining shares of Class A Common Stock.
The price of the Original Common Stock and the Class A Common Stock
purchased with reinvested dividends will be the higher of (x) 95% of the closing
price of the Original Common Stock or the Class A Common Stock, as applicable,
on the dividend payment date (see Question 13) or (y) 100% of the average of the
daily high and low sale prices of the Original Common Stock or the Class A
Common Stock, as applicable, for the period of five trading days ending on the
day of purchase (as applicable, as published in the Eastern Edition of The Wall
Street Journal report of the New York Stock Exchange -- Composite Transactions)
(see Question 13).
Holders of Original Common Stock and holders of Class A Common Stock
who do not choose to participate in the Plan will continue to receive cash
dividends, as declared, in the usual manner.
This Prospectus relates to 219,569 authorized and unissued shares of
Original Common Stock and 250,000 authorized and unissued shares of Class A
Common Stock under the Plan. IT IS SUGGESTED THAT THIS PROSPECTUS BE RETAINED
FOR FUTURE REFERENCE.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is September 25, 1998.
<PAGE>
TABLE OF CONTENTS
Page
----
AVAILABLE INFORMATION.................................................. 3
DOCUMENTS INCORPORATED BY REFERENCE.................................... 3
THE COMPANY............................................................ 4
AMENDMENTS TO THE PLAN................................................. 4
THE PLAN............................................................... 4
Purpose ..................................................... 4
Advantages.................................................... 5
Administration................................................ 5
Interpretation................................................ 5
Eligibility................................................... 5
Participation................................................. 6
Purchases..................................................... 7
Costs ....................................................... 8
Dividends..................................................... 8
Reports to Participants....................................... 8
Certificates For Shares....................................... 8
Withdrawal From The Plan...................................... 9
Other Information............................................. 9
USE OF PROCEEDS........................................................ 12
INDEMNIFICATION OF DIRECTORS AND OFFICERS.............................. 12
EXPERTS................................................................ 12
LEGAL OPINION.......................................................... 12
(2)
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy and information statements and other
information with the Securities and Exchange Commission (the "Commission"). Such
reports, proxy and information statements and other information filed by the
Company can be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549
and at the Commission's regional offices at 7 World Trade Center, 13th Floor,
New York, New York 10048 and 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511. Copies of such material may be obtained from the Public
Reference Section of the Commission, 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates. The Commission maintains a Web site that contains
certain of such reports, proxy and information statements and other information
regarding the Company. The address of such Web site is http://www.sec.gov. Such
reports, proxy and information statements and other information may also be
inspected at the offices of The New York Stock Exchange, Inc. (the "NYSE"), 20
Broad Street, New York, New York 10005, upon which exchange the Company's Common
Stock and Class A Common Stock are listed.
The Company has filed with the Commission under the Securities Act of
1933, as amended (the "Securities Act"), a Registration Statement on Form S-3
(including all amendments and exhibits thereto, the "Registration Statement")
with respect to the Company's Original Common Stock and Class A Common Stock
issuable pursuant to the Plan. This Prospectus does not contain all of the
information set forth in the Registration Statement, certain parts of which are
omitted in accordance with the rules and regulations of the Commission. The
Registration Statement is available for inspection and copying as set forth
above.
This Prospectus incorporates by reference documents relating to the
Company which are not presented herein or delivered herewith. These documents
(not including exhibits thereto, unless such exhibits are specifically
incorporated by reference herein) are available without charge to any person,
including any beneficial owner, to whom this Prospectus is delivered, upon
written or oral request directed to Urstadt Biddle Properties Inc., 321 Railroad
Avenue, Greenwich, Connecticut, 06830, (telephone number (203) 863-8200),
Attention: James R. Moore, Secretary.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents filed by the Company with the Commission are
hereby incorporated by reference into this Prospectus:
(1) Annual Report on Form 10-K filed pursuant to Section 13(a) of the
Exchange Act for the fiscal year ended October 31, 1997.
(2) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since October 31, 1997.
(3) The description of the Company's Class A Common Stock contained in
a Registration Statement on Form 8-A filed under the Exchange Act
on June 17, 1998, including any amendment or reports filed for the
purpose of updating such description and the description of the
Company's Common Stock contained in the Company's Registration
Statement on Form 8-B, filed under the Exchange Act on March 12,
1997, including any amendment or report filed for the purpose of
updating such description.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the offering made by this Prospectus shall be deemed
to be incorporated by reference in this Prospectus and to be a part hereof from
the date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
(3)
<PAGE>
THE COMPANY
Urstadt Biddle Properties Inc., a Maryland corporation which was
incorporated on December 30, 1996 (the "Company"), is the successor in interest
to HRE Properties, a Massachusetts business trust which was established on July
7, 1969. The Company is in the business of making real estate investments. Since
its organization, the Company has continuously operated as a qualified real
estate investment trust pursuant to the applicable provisions of the Internal
Revenue Code of 1986, as amended. The principal executive offices of the Company
are located at 321 Railroad Avenue, Greenwich, Connecticut 06830 (telephone
number: (203) 863-8200).
AMENDMENTS TO THE PLAN
On June 16, 1998, the Board of Directors of the Company declared a
special stock dividend (the "Stock Dividend") on the Company's Common Stock, par
value $.01 per share (the "Original Common Stock"), consisting of one share of a
newly created class of Class A Common Stock, par value $.01 per share (the
"Class A Common Stock"), for each share of Original Common Stock outstanding as
of the close of business on July 31, 1998 (the "Record Date"). The Stock
Dividend was paid on August 14, 1998, to holders of record of the Original
Common Stock as of the close of business on the Record Date. As a result of the
establishment of the Class A Common Stock and the declaration and payment of the
Class A Common Stock pursuant to the Stock Dividend, the Board of Directors of
the Company amended and restated the Company's Dividend Reinvestment and Share
Purchase Plan as set forth herein.
THE PLAN
The Dividend Reinvestment and Share Purchase Plan, (as amended and
restated, the "Plan"), for holders of Common Shares (as defined herein) of the
Company is set forth in the following questions and answers.
Please address all inquiries concerning the Plan to:
The Bank of New York
Investor Relations Department
P.O. Box 11258, Church Street Station
New York, New York 10286-1258
Please send all sales, terminations and address changes to:
The Bank of New York
Urstadt Biddle Properties Inc. Dividend Reinvestment Plan
P.O. Box 1958
Newark, New Jersey 07101-9774
Please mention Urstadt Biddle Properties Inc. in all your
correspondence and, if you are a participant in the Plan, give the number of
your account. If you prefer, you may call The Bank of New York at
(1-800-524-4458).
PURPOSE
1. What is the purpose of the Plan?
The purpose of the Plan is to provide holders of record of the
Company's Original Common Stock and holders of record of the Company's Class A
Common Stock (the Class A Common Stock and the Original Common Stock should be
referred to collectively as, the "Common Shares"), with a convenient and
economical way of investing cash dividends on shares of Original Common Stock in
additional shares of Original Common Stock and cash dividends on shares of Class
A Common Stock in additional shares of Class A Common Stock without payment of
any brokerage commission or service charge (see Question 13). Since such Common
Shares will be purchased from the Company, the Company will receive additional
funds to make investments in real estate and for other purposes.
(4)
<PAGE>
ADVANTAGES
2. What are the advantages of the Plan?
By participating in the Plan:
o You may purchase shares of Original Common Stock by reinvesting
cash dividends on all or less than all of the shares of Original
Common Stock registered in your name.
o You may purchase shares of Class A Common Stock by reinvesting
cash dividends on all or less than all of the shares of Class A
Common Stock registered in your name.
o You pay no brokerage commission or service charge in connection
with investments under the Plan.
o Full investment of funds is possible under the Plan because the
Plan permits fractions of shares, as well as full shares to be
credited to your account.
o Record-keeping is simplified under the Plan by the provision of a
statement of account to each participant.
o You assure safekeeping of Common Shares credited to your account
because certificates are not issued unless requested.
ADMINISTRATION
3. Who administers the Plan for participants?
The Bank of New York (the "Agent") administers the Plan for
participants, keeps records, sends statements of account after each purchase to
participants and performs other duties relating to the Plan. The Agent purchases
Common Shares from the Company as agent for participants in the Plan and credits
the shares to the accounts of the individual participants.
On behalf of Plan participants, the Agent may use BNY ESI & Co., a
wholly owned subsidiary of the Agent, for trading activity in connection with
any sale of shares from the Plan. BNY ESI & Co. receives a commission in
connection with the transactions it processes (see Question 15).
INTERPRETATION
4. How is the Plan to be interpreted?
Any question of interpretation arising under the Plan will be
determined by the Company and any such determination will be final.
ELIGIBILITY
5. Who is eligible to participate?
All holders of record of Original Common Stock and all holders of
record of Class A Common Stock are eligible to participate in the Plan.
Beneficial owners whose Common Shares are registered in names other than their
own (for instance, in the name of a broker or bank nominee (record holder)) must
arrange participation with the broker or bank nominee.
If for any reason a beneficial owner is unable to arrange participation
with his or her nominee, the beneficial owner must become a record owner by
having the Common Shares transferred to his or her name. The Company reserves
the right to refuse to permit a broker or nominee to participate in the Plan if
the terms of such participation would in the Company's judgment result in
excessive cost to or burden on the Company.
(5)
<PAGE>
PARTICIPATION
6. How do holders of Common Shares join the Plan?
Holders of record of Original Common Stock and holders of record of
Class A Common Stock may join the Plan at any time by completing and signing an
Authorization Card and returning it to the Agent. An Authorization Card and a
postage-paid return envelope may be obtained at any time by writing to The Bank
of New York, Investor Relations Department, P.O. Box 11258, Church Street
Station, New York, New York 10286-1258.
7. What does the Authorization Card provide?
If you check the appropriate box on the Authorization Card, you may
elect "Full Dividend Reinvestment of Original Common Stock" and the Agent will
apply all cash dividends on all shares of Original Common Stock then or
subsequently registered in your name toward the purchase of Original Common
Stock.
If you check the appropriate box on the Authorization Card, you may
elect "Full Dividend Reinvestment of Class A Common Stock" and the Agent will
apply all cash dividends on all shares of Class A Common Stock then or
subsequently registered in your name toward the purchase of Class A Common
Stock.
If you elect to reinvest dividends on only a portion of your Original
Common Stock, you should check the "Partial Dividend Reinvestment of Original
Common Stock" on the Authorization Card and indicate the number of shares of
Original Common Stock on which you wish to receive cash dividends. The Agent
will apply the balance of your dividends toward the purchase of Original Common
Stock. The number of shares of Original Common Stock on which you may elect to
receive cash dividends may not exceed the total number of shares of Original
Common Stock which have been issued to you.
If you elect to reinvest cash dividends on only a portion of your Class
A Common Stock, you should check the "Partial Dividend Reinvestment of Class A
Common Stock" box on the Authorization Card and indicate the number of shares of
Class A Common Stock on which you wish to receive cash dividends. The Agent will
apply the balance of your dividends toward the purchase of Class A Common Stock.
The number of shares of Class A Common Stock on which you may elect to receive
cash dividends may not exceed the total number of shares of Class A Common Stock
which have been issued to you.
The Agent will reinvest automatically any subsequent dividends on
Common Shares credited to your account under the Plan. The Plan, in other words,
operates so as to reinvest dividends on a cumulative basis on the Common Shares
designated on your Authorization Card and on all Common Shares accumulated and
held in your Plan account, until you specify otherwise by notice in writing
delivered to the Agent or withdraw from the Plan altogether, submit a new
Authorization Card changing the number of Common Shares on which you wish to
receive cash dividends or until the Plan is terminated. See Question 24 for the
consequences of sales of Common Shares subject to the Plan.
8. What are my options under the Plan?
By marking the appropriate spaces on the Authorization Card, you may
choose among the following investment options:
o To reinvest cash dividends automatically on all shares of Original
Common Stock now and subsequently registered in your name in
additional shares of Original Common Stock at the applicable
Purchase Price (as defined herein) on the dividend payment date
(see Questions 12 and 13 for a description of the timing of the
purchase of Common Shares and how the applicable Purchase Price is
computed).
o To reinvest cash dividends automatically on all shares of Class A
Common Stock now and subsequently registered in your name in
additional shares of Class A Common Stock at the applicable
Purchase Price on the dividend payment date (see Questions 12 and
13 for a description of the timing of the purchase of Common
Shares and how the applicable Purchase Price is computed).
o To reinvest cash dividends automatically on less than all of the
shares of Original Common Stock registered in your name in
additional shares of Original Common Stock (receiving cash
dividends on a specified number of full shares) at the applicable
Purchase Price on the dividend payment date.
(6)
<PAGE>
o To reinvest cash dividends automatically on less than all of the
shares of Class A Common Stock registered in your name in
additional shares of Class A Common Stock (receiving cash
dividends on a specified number of full shares) at the applicable
Purchase Price on the dividend payment date.
9. May I change options under the Plan?
Yes. You may change options under the Plan at any time by completing
and signing a new Authorization Card and returning it to the Agent. The answer
to Question 6 tells how to obtain an Authorization Card and return envelope. Any
change concerning the reinvestment of dividends must be received by the Agent
not later than the record date for a dividend (see Question 10) in order for the
change to become effective with respect to that dividend.
10. When will reinvestment of dividends on Common Shares start?
If your Authorization Card is received by the Agent by the record date
for determining the holders of Common Shares entitled to receive the next
dividend, reinvestment of your dividends (or portion thereof) will commence with
the next dividend. If your Authorization Card is received after the record date,
reinvestment of your dividends (or portion thereof) will not start until payment
of the next following dividend.
PURCHASES
11. What is the source of Common Shares purchased under the Plan?
Common Shares purchased under the Plan come from authorized but
unissued Common Shares of the Company. Common Shares will not be purchased in
the open market.
12. When will dividends be invested in Common Shares?
Reinvestment of dividends will be made on the date when the dividend
becomes payable. Participants will become owners of Common Shares purchased
under the Plan as of the date of purchase.
13. What will be the Purchase Price of Common Shares purchased under
the Plan?
The price of Common Shares purchased from the Company with
participants' reinvested cash dividends (the "Purchase Price") will be the
higher of (x) 95% of the closing price of the Original Common Stock or Class A
Common Stock, as applicable, on the dividend payment date or (y) 100% of the
average of the daily high and low sales prices of the Original Common Stock or
the Class A Common Stock, as applicable, for the period of five trading days
ending on the dividend payment date (in each case as published in the Eastern
Edition of The Wall Street Journal report of New York Stock Exchange-Composite
Transactions). If there is no trading in the Common Shares on the NYSE for a
substantial amount of time during any trading day in the five-day period, or if
publication by The Wall Street Journal of reports of share transactions for any
trading day in the five-day period does not take place or is subject to
reporting error, the applicable Purchase Price will be determined by the Company
on the basis of such market quotations as the Company and the Agent deem
appropriate. Should The Wall Street Journal cease to be published or should
daily high and low prices of the Common Shares no longer be reported for the New
York Stock Exchange-Composite Transactions, then the Company, upon consultation
with the Agent, will identify such other public reports or sources as the
Company deems appropriate to obtain daily trading prices of its Common Shares.
14. How will the number of Common Shares purchased for me be
determined?
The number of Common Shares that will be purchased for you will depend
on the amount of your dividend to be invested and the applicable Purchase Price
of the Common Shares. Your account will be credited with the number of Common
Shares (including fractions computed to four decimal places) that results from
dividing the aggregate amount of dividends to be invested by the applicable
Purchase Price (also computed to four decimal places).
(7)
<PAGE>
COSTS
15. Are there any costs to me for my purchases under the Plan?
There are no brokerage fees for purchase of Common Shares under the
Plan because shares are purchased directly from the Company. All costs of
administration of the Plan will be paid by the Company. However, if you request
the Agent to sell your shares in the event of your withdrawal from the Plan (see
Question 22), the Agent will deduct any brokerage commissions and transfer taxes
incurred. Also, brokers and nominees may impose charges or fees in connection
with their handling of participation in the Plan by nominee and fiduciary
accounts.
DIVIDENDS
16. Will dividends be paid on Common Shares held in my Plan account?
Yes. Cash dividends on whole shares of Original Common Stock and on any
fraction of a share of Original Common Stock credited to your account are
automatically reinvested in additional shares of Original Common Stock and
credited to your account. Cash dividends on whole shares of Class A Common Stock
and on any fraction of a share of Class A Common Stock credited to your account
are automatically reinvested in additional shares of Class A Common Stock and
credited to your account.
REPORTS TO PARTICIPANTS
17. What kind of reports will be sent to me?
Following each purchase of Common Shares for your account, the Agent
will mail to you a statement of account showing amounts invested, the Purchase
Price (see Question 13), the number of shares purchased, and other information
for the year to date. These statements are your record of the cost of your
purchases and should be retained for income tax and other purposes. In addition,
during the year you will receive copies of the same communications sent to all
other holders of Common Shares, including the Company's quarterly and annual
reports to shareholders and annual meeting materials.
Note: Your dividend reinvestment statement contains a transaction
advice at the bottom which should be utilized for all transaction processing.
This will help expedite your request.
CERTIFICATES FOR SHARES
18. Will I receive certificates for Common Shares purchased under the
Plan?
Common Shares purchased by the Agent for your account will be
registered in the name of the Agent's nominee and certificates for such shares
will not be issued to you until requested. The total number of shares credited
to your account will be shown on each statement of account. This custodial
service helps to protect you against the risk of loss, theft or destruction of
stock certificates.
Certificates for any number of whole shares credited to your account
will be issued to you at any time upon request to the Agent. Please utilize the
tear-off stub attached to the bottom of your dividend reinvestment statement
when requesting a withdrawal or termination. Cash dividends with respect to
shares represented by certificates issued to you will continue to be
automatically reinvested. Any remaining whole shares and fractions of a share
will continue to be credited to your account. CERTIFICATES FOR FRACTIONS OF
SHARES WILL NOT BE ISSUED UNDER ANY CIRCUMSTANCES.
19. May Common Shares in my Plan account be pledged?
No. You must first request that certificates for shares credited to
your Plan account be issued to you (see Question 18) before you can pledge such
shares.
(8)
<PAGE>
20. In whose name will certificates be registered when issued?
When issued, certificates for Common Shares will be registered in the
name in which your Plan account is maintained. For holders of record, this
generally will be the name or names in which your share certificates are
registered at the time you enroll in the Plan. Upon request, shares will be
registered in any other name upon the presentation to the Agent of evidence of
compliance with all applicable transfer requirements (including the payment of
any applicable transfer taxes).
WITHDRAWAL FROM THE PLAN
21. When may I withdraw from the Plan?
You may withdraw from the Plan at any time. If your request to withdraw
is received prior to the record date for determining the holders entitled to
receive the next dividend respecting any Common Shares held by you, your request
will be processed following receipt of the request by the Agent. If your request
to withdraw is received by the Agent on or after the record date for determining
the holders entitled to receive the next dividend on such Common Shares but
before payment of the dividend, the dividend will be reinvested for your account
and your request for withdrawal will be processed promptly thereafter.
After your request for withdrawal has become effective, all dividends
will be paid in cash to you unless and until you re-enroll in the Plan, which
you may do at any time.
22. How do I withdraw from the Plan?
In order to withdraw from the Plan, complete the transaction advice
attached to the bottom of your statement. The completed form should be sent to
The Bank of New York, Urstadt Biddle Properties Inc. Dividend Reinvestment Plan,
P.O. Box 1958, Newark, New Jersey 07101-9774. When you withdraw from the Plan,
or upon termination of the Plan by the Company, certificates for whole shares
credited to your account under the Plan will be issued to you and you will
receive a cash payment for any fraction of a share (see Question 23).
Upon withdrawal from the Plan, you may request that all of your shares
in the Plan, both whole and fractional, be sold. This sale will be made within
ten trading days after receipt by the Agent of the request. You will receive the
proceeds of the sale, less any brokerage commission and any transfer tax.
You should be aware that the price of Common Shares may fall during the
period between a request for sale, its receipt by the Agent and the ultimate
sale in the open market within ten trading days after receipt. This risk should
be carefully evaluated as you bear all the risk under such circumstances.
No check will be mailed prior to settlement of funds from the brokerage
firm. The settlement is on the third business day after the sale of shares.
23. What happens to my fractional share when I withdraw from the Plan?
When you withdraw from the Plan, a cash adjustment representing any
fraction of a share then credited to your account will be mailed directly to
you. The cash payment will be based on the current market price of the Original
Common Stock or the Class A Common Stock, as applicable (see Question 22).
OTHER INFORMATION
24. What happens when I sell or transfer all of the shares registered
in my name?
If you dispose of all shares registered in your name, the Agent will
continue to reinvest the dividends on shares credited to your account under the
Plan subject to your right to withdraw from the Plan at any time.
(9)
<PAGE>
25. What happens when I sell or transfer some (but not all) of my
shares?
(a) Full Dividend Reinvestment.
If you are investing the cash dividends on all of the shares
registered in your name, and you dispose of a portion of these shares, the Agent
will continue to reinvest the dividends on the remainder of the shares
registered in your name.
(b) Partial Dividend Reinvestment.
If you have directed the Agent to pay cash dividends to you on
some of your shares and to reinvest dividends on the remainder of your shares,
and you dispose of a portion of your shares, you should provide new written
instructions to the Agent on how to handle your account. If the Agent does not
receive new instructions, it may, in its discretion, either (i) pay cash
dividends on all of your shares or (ii) continue to reinvest dividends on the
number of shares, if any, you own in excess of the number of shares on which you
have directed the Agent to pay cash dividends.
26. Can I effect "book-to-book" transfers?
Participants may effect "book-to-book" transfers, which involve
transferring shares from an existing participant account to a new participant
account, by following these steps:
o Call the Agent's toll-free telephone number (1-800-524-4458) and
request the Plan documents and an enrollment form for the new
account to be opened.
o Have the new participant(s) complete the enrollment form with the
following information:
- complete name(s) in which the account is to be registered;
- address (including zip code); and
- taxpayer identification number.
o Send a written request to the Agent indicating the number of
shares (full and/or fractional) which should be transferred to the
new account. All participants in the existing account must sign
the request and their signatures must be guaranteed by a bank,
broker or financial institution that is a member of the Signature
Guarantee Medallion Program, which was established pursuant to
Rule 17Ad-15 of the Exchange Act and requires registered transfer
agents, such as the Agent, to establish standards for the
acceptance of signature guarantees and to reject requests for
transfers from nonmembers or nonparticipants in the program.
o Return the completed enrollment form with the written request.
o The costs associated with "book-to-book" transfers will be borne
by the existing participant.
27. What happens if the Company issues a stock dividend, declares a
stock split or has a rights offering?
Any stock dividends or split shares distributed by the Company on
Common Shares credited on your Plan account will be added to your account. Stock
dividends or split shares distributed on Common Shares for which you hold
certificates will be mailed directly to you in the same manner as to
shareholders who are not participating in the Plan.
In a regular rights offering, as a holder of record you will receive
rights based upon the total number of whole Common Shares owned: that is, the
total number of shares for which you hold certificates and the total number of
whole shares held in your Plan account.
Transaction processing may be curtailed or suspended until the
completion of any stock dividend, stock split or rights offering.
28. Can I vote shares in my Plan account at meetings of shareholders?
Yes. You will receive a proxy for the total number of Common Shares
held -- both the shares for which you hold certificates and those credited to
your Plan account. The total number of whole and fractional Common Shares held
may also be voted in person at a meeting.
If the proxy is not returned or if it is returned unsigned, none of
your Common Shares will be voted unless you vote in person.
(10)
<PAGE>
29. What are the U.S. Federal income tax consequences of participation
in the Plan?
For U.S. Federal income tax purposes, distributions paid to you by the
Company which you reinvest in Common Shares pursuant to the Plan will be treated
in the same manner as normal cash distributions. Distributions that are
designated as capital gain dividends will be taxable as long-term capital gain
to the extent of the Company's net capital gain for the year, regardless of how
long you have held the underlying shares. Written notice designating a
distribution (or portion thereof) as a capital gain dividend will be mailed to
you by the Company not later than 30 days after the close of its taxable year.
Distributions other than capital gain dividends will be taxable as ordinary
income to the extent of the Company's current and accumulated earnings and
profits. If the Company makes distributions in excess of its current and
accumulated earnings and profits, such distributions will constitute nontaxable
returns of capital to the extent of your tax basis in the shares with respect to
which the distributions are paid, and taxable gain to the extent of any excess.
Your initial tax basis in your shares generally will equal the amount that you
paid for such shares. Information as to the U.S. Federal income tax status of
each calendar year's distributions will be mailed to the holders of Common
Shares in January of the following year.
You will recognize gain or loss upon a sale, redemption or other
taxable disposition of Common Shares, such as when Common Shares are sold either
by you or by the Agent at your request when you withdraw from the Plan (see
Question 22), or when you receive a cash payment for a fractional share credited
to your account upon withdrawal from or termination of the Plan (see Question
23). Such gain or loss generally is measured by the difference between the
amount realized on the taxable disposition of the shares and your tax basis in
such shares. In general, capital gain realized by a U.S. individual, estate or
trust on a taxable disposition of Common Shares that are held (i) for one year
or less will be treated as short-term capital gain taxable at ordinary income
rates, or (ii) for more than one year will be subject to a maximum tax rate of
20 percent. For corporations, capital gains are generally taxed at the same rate
as ordinary income.
In general, capital losses realized by a corporate holder of Common
Shares on a taxable disposition of Common Shares are deductible only against
capital gains. A noncorporate holder of Common Shares (i.e., an individual,
estate or trust) is subject to a similar rule, except that he or she may deduct
up to $3,000 of excess capital losses against ordinary income each year. The net
capital losses of a corporate holder of Common Shares not allowed in the year
realized generally may be carried back three years and carried forward five
years from the loss year. The capital losses of a noncorporate holder of Common
Shares may not be carried back, but such losses may be carried forward
indefinitely.
The summary above discusses only U.S. Federal income tax considerations
relating to the ownership of Common Shares and participation in the Plan. This
summary is based on the provisions of the Internal Revenue Code of 1986, as
amended, and regulations, rulings and judicial decisions thereunder, as in
effect on the date hereof. In particular, this summary does not address the tax
treatment of holders of Common Shares who are subject to special tax rules,
including, without limitation, dealers in securities, insurance companies,
banks, tax-exempt entities or qualified pension and profit-sharing plans.
Holders of Common Shares are advised to consult their own tax advisers as to the
U.S., state, local and other tax consequences of the ownership of Common Shares
and participation in the Plan.
30. What is the responsibility of the Company and the Agent under the
Plan?
Neither the Company nor the Agent nor its nominees, in administering
the Plan, will accept liability for any act done in good faith or for any good
faith omission to act, including, without limitation, any claim of liability
arising out of failure to purchase shares or to terminate a participant's
account prior to receipt of notice in writing. NEITHER THE COMPANY NOR THE AGENT
CAN ASSURE YOU OF A PROFIT OR PROTECT YOU AGAINST A LOSS ON SHARES PURCHASED
UNDER THE PLAN.
31. How are income tax withholding provisions applied to participants?
In the case of foreign participants who elect to have their dividends
reinvested and whose dividends are subject to United States income tax
withholding, an amount equal to the dividends payable to such participants who
elect to reinvest dividends, less the amount of tax required to be withheld,
will be applied by the Agent to the purchase of Common Shares. The statement of
account mailed to each foreign participant after the final purchase of the
calendar year will show the amount of tax withheld in that year. The same
procedure will be followed in the case of individual domestic shareholders who
fail to furnish the Company with a correct taxpayer identification number, who
has unreported dividends or interest income, or who fails to certify to the
Company that he is not subject to such withholding.
(11)
<PAGE>
32. May the Plan be changed or discontinued?
The Company reserves the right to modify, suspend or terminate the Plan
at any time. All participants will receive notice of any such action. Any such
modification, suspension or termination will not, of course, affect previously
executed transactions. The Company also reserves the right to adopt, and from
time to time change, such administrative rules and regulations (not inconsistent
in substance with the basic provisions of the Plan then in effect) as it deems
desirable or appropriate for the administration of the Plan. The Agent reserves
the right to resign at any time upon reasonable written notice to the Company.
USE OF PROCEEDS
The Company has no basis for estimating precisely either the number of
Common Shares that ultimately may be sold pursuant to the Plan or the prices at
which such shares will be sold. However, the Company proposes to use the net
proceeds from the sale of Common Shares pursuant to the Plan, when and as
received, to make investments in real estate and for other general corporate
purposes. The Company considers the Plan to be a cost-effective means of
expanding its equity capital base and furthering its investment objectives while
at the same time benefitting holders of Common Shares.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The By-Laws of the Company provide that the Company shall indemnify and
hold harmless to the fullest extent permitted by, and under, applicable law any
person who is or was a director or officer of the Company, who by reason of this
status or service in that capacity was, is, or is threatened to be made a party
or is otherwise involved in any action, suit or proceeding, whether civil,
criminal, administrative, or investigative. Such indemnification shall be
against all liability and loss suffered and expenses (including, but not limited
to, attorneys' fees, judgments, fines, penalties, and amounts paid in
settlement) actually and reasonably incurred by the individual in connection
with such proceeding.
In addition, the Company has entered into indemnification agreements
with certain of its directors, indemnifying them against expenses, settlements,
judgments and levies incurred in connection with any action, suit or proceeding,
whether civil or criminal, where the individual's involvement is by reason of
the fact that he is or was a director.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
Registrant pursuant to the foregoing provisions, the Registrant has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is
therefore unenforceable.
EXPERTS
The financial statements which are contained in the Company's Annual
Report on Form 10-K for the year ended October 31, 1997 are incorporated by
reference in this Prospectus, have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their reports with respect
thereto, and are included in reliance upon the report of said firm, as experts
in accounting and auditing.
LEGAL OPINION
The legality of the shares of Original Common Stock and Class A Common
Stock offered by this Prospectus will be passed upon for the Company by Miles &
Stockbridge P.C., Baltimore, Maryland.
(12)
<PAGE>
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR
MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE COMPANY. NEITHER THE DELIVERY OF THIS PROSPECTUS
NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE ANY IMPLICATION
THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE
HEREOF. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER BY THE COMPANY OR ANY AGENT
OF THE COMPANY OR ANY OTHER PERSON TO SELL SECURITIES IN ANY STATE IN WHICH SUCH
OFFER WOULD BE UNLAWFUL. THIS PROSPECTUS RELATES ONLY TO THE COMMON SHARES OF
THE COMPANY OFFERED HEREBY AND IS NOT TO BE RELIED UPON IN CONNECTION WITH THE
PURCHASE OR SALE OF ANY OTHER SECURITIES OF THE COMPANY.
----------------------------
URSTADT BIDDLE PROPERTIES INC.
DIVIDEND REINVESTMENT AND SHARE PURCHASE PLAN
Prospectus dated September 25, 1998
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following is a list of expenses which have been and are estimated
to be incurred in connection with the Form S-3 filing:
<TABLE>
<CAPTION>
<S> <C>
Securities and Exchange Commission Registration Fee $595
Printing 1,685
Accounting Services 1,250
Legal Fees and Expenses 14,400
Miscellaneous 500
-------
Total Estimated Expenses: $18,430
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Articles of Incorporation and By-laws of the Registrant require the
Registrant to indemnify its directors, officers and certain other parties to the
fullest extent permitted from time to time by the Maryland General Company Law
(the "MGCL"). The MGCL permits a corporation to indemnify its directors,
officers and certain other parties against judgments, penalties, fines,
settlements and reasonable expenses actually incurred by them in connection with
any proceeding to which they may be made a party by reason of their service to
or at the request of the Registrant, unless it is established that the act or
omission of the indemnified party was material to the matter giving rise to the
proceeding and (i) the act or omission was committed in bad faith or was the
result of active and deliberate dishonesty, (ii) the indemnified party actually
received an improper personal benefit, or (iii) in the case of any criminal
proceeding, the indemnified party had reasonable cause to believe that the act
or omission was unlawful.
ITEM 16. EXHIBITS
4.1 Amended Articles of Incorporation of the Registrant, filed as
Exhibit 3.1 to the Registrant's Registration Statement on Form
S-4 (Registration No. 333-19113), as amended, is incorporated
by reference.
4.2 By-laws of the Registrant, filed as Exhibit 3.2 to the
Registrant's Registration Statement on Form S-4 (Registration
No. 333-19113), as amended, is incorporated by reference.
4.3 Form of Articles Supplementary, filed as Exhibit 4.1 to the
Registrant's Registration Statement on Form 8-A dated June 17,
1998, is incorporated by reference.
5.1 Opinion of Miles & Stockbridge P.C. ("Miles & Stockbridge").
5.2 Opinion of Miles & Stockbridge, filed as Exhibit 5.1 to the
Registrant's Post-Effective Amendment No. 1 to Registration
Statement on Form S-3 (Registration No. 33-57119), is
incorporated by reference.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Miles & Stockbridge is incorporated by reference to
Exhibit 5.1 of this Registration Statement.
23.3 Consent of Miles & Stockbridge is incorporated by reference to
Exhibit 5.1 of the Registrant's Post-Effective Amendment No. 1
to Registration Statement on Form S-3 (Registration No.
33-57119).
24.1 Power of Attorney is contained in the signature pages to this
Registration Statement.
II-1
<PAGE>
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the registration statement;
and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the registration statement or any material change to
such information in the registration statement;
provided, however, that undertakings (1)(i) and
(1)(ii) above do not apply to this registration
statement if the information required to be included
in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of this
Securities Exchange Act of 1934 that are incorporated
by reference in this registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new
registration statement relating to the securities
offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Greenwich,
State of Connecticut on September 25, 1998.
URSTADT BIDDLE PROPERTIES INC.
By: /s/ Charles J. Urstadt
---------------------------
Charles J. Urstadt,
Chairman of the Board
and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Charles J. Urstadt and James R.
Moore, severally, his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, and in any and all capacities, to sign any and all amendments to this
Registration Statement, and to file the same with all exhibits thereto and other
documents in connection therewith with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as each such person
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
/s/ Charles J. Urstadt September 25, 1998
- - ---------------------------------------
Charles J. Urstadt
Chairman of the Board and
Chief Executive Officer
/s/ James R. Moore September 25, 1998
- - ---------------------------------------
James R. Moore
Executive Vice President, Chief
Financial Officer, Treasurer and
Secretary
- - --------------------------------------- September 25, 1998
E. Virgil Conway
Director
/s/ Robert R. Douglass September 25, 1998
- - ---------------------------------------
Robert R. Douglass
Director
II-3
<PAGE>
- - --------------------------------------- September 25, 1998
Peter Herrick
Director
/s/ George H.C. Lawrence September 25, 1998
- - ---------------------------------------
George H.C. Lawrence
Director
/s/ Paul D. Paganucci September 25, 1998
- - ---------------------------------------
Paul D. Paganucci
Director
- - --------------------------------------- September 25, 1998
James O. York
Director
/s/ Charles D. Urstadt September 25, 1998
- - ---------------------------------------
Charles D. Urstadt
Director
/s/ Willing L. Biddle September 25, 1998
- - ---------------------------------------
Willing L. Biddle
Director, President and Chief Operating
Officer
II-4
<PAGE>
EXHIBITS
4.1 Amended Articles of Incorporation of the Registrant, filed as
Exhibit 3.1 to the Registrant's Registration Statement on Form
S-4 (Registration No. 333-19113), as amended, is incorporated
by reference.
4.2 By-laws of the Registrant, filed as Exhibit 3.2 to the
Registrant's Registration Statement on Form S-4 (Registration
No. 333-19113), as amended, is incorporated by reference.
4.3 Form of Articles Supplementary, filed as Exhibit 4.1 to the
Registrant's Registration Statement on Form 8-A dated June 17,
1998, is incorporated by reference.
5.1 Opinion of Miles & Stockbridge P.C. ("Miles & Stockbridge").
5.2 Opinion of Miles & Stockbridge, filed as Exhibit 5.1 to the
Registrant's Post-Effective Amendment No. 1 to Registration
Statement on Form S-3 (Registration No. 33-57119), is
incorporated by reference.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Miles & Stockbridge is incorporated by reference to
Exhibit 5.1 of this Registration Statement.
23.3 Consent of Miles & Stockbridge is incorporated by reference to
Exhibit 5.1 of the Registrant's Post-Effective Amendment No. 1
to Registration Statement on Form S-3 (Registration No.
33-57119).
24.1 Power of Attorney is contained in the signature pages to this
Registration Statement.
EXHIBIT 5.1
[LETTERHEAD OF MILES & STOCKBRIDGE P.C.]
September 25, 1998
Urstadt Biddle Properties Inc.
321 Railroad Avenue
Greenwich, Connecticut 06830
Ladies and Gentlemen:
In connection with the registration under the Securities Act of 1933
(the "Act") of 250,000 shares of the Class A Common Stock, par value $.01 per
share (the "Class A Common Stock"), of Urstadt Biddle Properties Inc., a
Maryland corporation (the "Company"), on its Registration Statement on Form S-3
filed with the Securities and Exchange Commission on the date hereof (the
"Registration Statement"), we have examined such corporate records, certificates
and documents as we deemed necessary for the purpose of this opinion. Based on
that examination, we advise you that in our opinion the Class A Common Stock to
be offered by the Company has been duly and validly authorized and, when issued
under the circumstances contemplated in the Registration Statement, will be
validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving our consent, we do not thereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Act or the rules and regulations of the Securities and Exchange Commission
thereunder. The opinion expressed herein is limited to the matters set forth in
this letter and no other opinion should be inferred beyond the matters expressly
stated.
Very truly yours,
MILES & STOCKBRIDGE P.C.
By: /s/ J.W. Thompson Webb
-----------------------
Principal
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement of our report dated
January 8, 1998 included in Urstadt Biddle Properties Inc.'s (formerly HRE
Properties, Inc.) Annual Report on Form 10-K for the year ended October 31, 1997
and to all references to our Firm included in this Registration Statement.
/s/ Arthur Andersen LLP
------------------------
Arthur Andersen LLP
New York, New York
September 24, 1998
