AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 17, 1998
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
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URSTADT BIDDLE PROPERTIES INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MARYLAND 04-2458042*
(STATE (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
321 RAILROAD AVENUE
GREENWICH, CONNECTICUT 06830
203-863-8200
(Address, including zip code of registrant's principal executive offices)
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If this form relates to the If this form relates to the
registration of a class of securities registration of a class of
pursuant to Section 12(b) of the securities pursuant to Section
Exchange Act and is effective pursuant 12(g) of the Exchange Act and is
to General Instruction A.(c), please effective pursuant to General
check the following box. |X| Instruction A.(d), please check the
following box: |_|
Securities Act registration statement file number to which this form relates:
____________________
(If applicable)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
<TABLE>
<S> <C>
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
------------------- ------------------------------
Class A Common Stock, par value $.01 per share New York Stock Exchange, Inc.
</TABLE>
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
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NONE. NONE.
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* 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
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<PAGE>
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Pursuant to authority vested in the Board of Directors of
Urstadt Biddle Properties Inc., a Maryland corporation (the "Corporation"),
under the Maryland General Corporation Law (the "MGCL") and the Corporation's
Amended Articles of Incorporation (the "Articles of Incorporation"), on June 16,
1998, the Board of Directors of the Corporation established a new class of Class
A Common Stock, par value $.01 per share (the "Class A Common Stock"), and
declared a special stock dividend (the "Stock Dividend") on the Corporation's
existing Common Stock, par value $.01 per share (the "Common Stock"), consisting
of one share of Class A Common Stock for each share of Common Stock outstanding
as of the close of business on July 31, 1998 (the "Record Date"). The Stock
Dividend is payable on August 14, 1998, or as promptly as practicable thereafter
(the "Distribution Date") to holders of record of the Common Stock at the close
of business on the Record Date. Application has been made to approve and
authorize the Class A Common Stock for listing on the New York Stock Exchange
Inc. (the "NYSE") and it is currently anticipated that trading of the Class A
Common Stock on the NYSE will commence on August 17, 1998.
The rights of the Class A Common Stock and the Common Stock
will be identical except as otherwise set forth below. The terms of the Class A
Common Stock are set forth in full in the Articles Supplementary attached hereto
as Exhibit 4.1 and incorporated herein by reference. The following summary
should be read in conjunction with, and amened qualified in its entirety by
reference to, such Exhibit 4.1.
Voting. Under the Articles of Incorporation, the holders of
Common Stock will continue to be entitled to one vote per share of Common Stock
on all matters submitted to the common stockholders of the Corporation for vote
at all meetings of stockholders of the Corporation. The Class A Common Stock
will entitle the holders thereof to 1/20 of one vote per share of Class A Common
Stock on all matters submitted to the common stockholders of the Corporation for
vote at all meetings of stockholders of the Corporation. Except as to certain
matters as to which separate class voting rights may be granted in the future to
holders of one or more other series of capital stock of the Corporation, the
holders of Common Stock and Class A Common Stock will vote together as a single
class, and not as separate classes, on all matters voted upon by the
stockholders of the Corporation. Immediately after payment of the Stock
Dividend, the relative voting power of each holder of Common Stock on the Record
Date will be unchanged.
Dividends and Distributions. Subject to the requirements with
respect to preferential dividends on any of the Corporation's preferred stock,
dividends and distributions may be declared and paid to the holders of Common
Stock and Class A Common Stock in cash, property, or other securities of the
Corporation (including shares of any class or series whether or not shares of
such class or series are already outstanding) out of funds legally available
therefor. Each share of Common Stock and each share of Class A Common Stock will
have identical rights with respect to dividends and distributions, subject to
the following: (i) with respect to regular quarterly cash dividends, each share
of Class A Common Stock shall be entitled to receive not less than 110% of
amounts paid on each share of Common Stock, the precise amount of such dividends
on the Common Stock being subject to the discretion of the Board of Directors of
the Corporation; (ii) a stock dividend on the Common Stock may be paid in shares
of Common Stock or shares of Class A Common Stock; and (iii) a stock dividend on
shares of Class A Common Stock may be paid only in shares of Class A Common
Stock. If a stock dividend on the Common Stock is paid in shares of Common
Stock, a stock dividend on the Class A Common Stock will be paid in a
proportionate number of shares of Class A Common Stock.
Mergers and Consolidations. In the event of a merger,
consolidation, share exchange or combination of the Corporation with another
entity (whether or not the Corporation is the surviving entity), the holders of
shares of Class A Common Stock will be entitled to receive the same per share
consideration as the per share consideration, if any, received by holders of
Common Stock in that transaction.
Liquidation Rights. Holders of Common Stock and Class A Common
Stock will have the same rights with respect to distributions in connection with
a partial or complete liquidation of the Corporation.
Transferability. The Common Stock and Class A Common Stock
will be freely transferable, and except for federal and state securities laws
restrictions on directors, officers and other affiliates of the Corporation and
on persons holding "restricted" stock, the Corporation's stockholders will not
be restricted in their ability to sell or transfer shares of the Common Stock or
Class A Common Stock. Application has been made to authorize the Class A Common
Stock for listing on the NYSE and it is currently anticipated that the Class A
Common Stock will commence trading on the NYSE on August 17, 1998. The Common
Stock will continue to trade on the NYSE under the existing trading symbol
"UBP."
<PAGE>
Preemptive, Subscription and Redemption Rights. Neither the
Common Stock nor the Class A Common Stock will carry any preemptive,
subscription or redemption rights enabling a holder to subscribe for or receive
shares of any class of stock of the Corporation or any other securities
convertible into shares of any class of stock of the Corporation.
Stockholder Information. The Corporation will deliver to the
holders of the Class A Common Stock the same proxy statements, annual reports
and other information and reports as it currently delivers to the holders of the
Common Stock.
For a description of the provisions of the Corporation's
charter or by-laws that would have an effect of delaying, deferring or
preventing a change in control of registrant and that would operate only with
respect to an extraordinary corporate transaction involving the registrant (or
any of its subsidiaries), such as a merger, reorganization, tender offer, sale,
transfer of substantially all of its assets, or liquidation, see the portions of
the Corporation's Proxy Statement dated January 28, 1998, attached hereto as
Exhibit 4.3. Provisions or arrangements adopted by the registrant to effect, or
further, compliance with laws or governmental or judicial mandates where such
compliance did not require the specific provisions or arrangements adopted, have
not been described therein.
ITEM 2. EXHIBITS.
4.1 Form of Articles Supplementary of the Corporation.
4.2.1 Amended Articles of Incorporation of the Corporation.
4.2.2 Articles of Amendment to the Amended Articles of Incorporation
of the Corporation.
4.3 Portions of the Corporation's Proxy Statement dated January
28, 1997.
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, 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 this 17th day of
June, 1998.
URSTADT BIDDLE PROPERTIES INC.
By: /s/ James R. Moore
--------------------------------
James R. Moore,
Executive Vice President - Chief
Financial Officer
<PAGE>
INDEX TO EXHIBITS
EXHIBITS.
4.1 Form of Articles Supplementary of the Corporation.
4.2.1 Amended Articles of Incorporation of the Corporation.
4.2.2 Articles of Amendment to the Amended Articles of Incorporation
of the Corporation.
4.3 Portions of the Corporation's Proxy Statement dated January
28, 1997.
EXHIBIT 4.1
ARTICLES SUPPLEMENTARY
OF
URSTADT BIDDLE PROPERTIES INC.
Urstadt Biddle Properties Inc., a Maryland corporation (the
"Company"), hereby certifies to the Maryland State Department of Assessments and
Taxation that:
FIRST: Pursuant to authority contained in Article 7 of the
Charter of the Company (the "Charter"), 40,000,000 shares of authorized but
unissued shares of the Company's common stock have been duly classified by the
Board of Directors of the Company on June 16, 1998, as authorized but unissued
shares of the Company's Class A Common Stock, par value $.01 per share, and the
Board of Directors of the Company has set the powers, preferences, conversion
and other rights, voting powers, restrictions, rights as to dividends,
qualifications, and other terms and conditions thereof.
SECOND: A description of the Class A Common Stock including
the preferences, conversion and other rights, voting powers, restrictions,
limitations as to dividends, qualifications, and terms and conditions of
redemption, as set by Board of Directors of the Company is as follows:
1. Designation and Number. A class of common stock,
designated the Class A Common Stock, par value $.01 per share (the "Class A
Common Stock"), is hereby established. The number of shares constituting the
Class A Common Stock shall be 40,000,000.
2. Defined Terms. The terms defined in this Section,
whenever used herein, shall, unless the context otherwise requires, have the
respective meanings hereinafter specified:
"Common Stock" means the common stock, par value $.01 per
share, of the Company provided for in Section 7.3 of the Charter.
"Preferred Stock" means, as applied to the capital stock of
the Company, capital stock of any class or classes (however designated) which is
preferred as to the payment of dividends, or as to the distribution of assets
upon any voluntary or involuntary liquidation or dissolution of such
corporation, over shares of capital stock of any other class of the Company.
3. General. The powers, preferences, conversion and other
rights, voting powers, restrictions, dividends, qualifications, and other terms
and conditions of the Class A Common Stock shall in all respects be identical to
that of the Common Stock, except as expressly provided in these Articles
Supplementary.
4. Dividend Rights. (a) Subject to the preferential dividend
rights of Preferred Stock, if any, as may be determined by the Board of
Directors, the holders of Class A Common Stock shall be entitled to receive such
dividends as may be declared by the Board of Directors out of funds legally
available therefor; provided, however, that with respect to regular quarterly
cash dividends, declared as such by the Board of Directors, paid by the
Corporation on the Common Stock, the holders of the Class A Common Stock shall
be entitled to receive dividends in a per share amount equal to at least 110% of
the dividends paid per share on the Common Stock, the precise amount of such
dividends to be in the discretion of the Board of Directors.
(b) With respect to any other dividends, the holders of
shares of Class A Common Stock shall be entitled to receive such dividends as
may be declared by the Board of Directors out of funds legally available
therefor.
(c) A dividend paid in the form of shares of the Corporation
on the Class A Common Stock may only be paid in shares of Class A Common Stock.
(d) If a stock dividend on the Common Stock is paid in shares
of Common Stock, a stock dividend on the Class A Common Stock will be paid in a
proportionate number of shares of Class A Common Stock.
5. Voting Rights. The holders of shares of Class A Common
Stock shall be entitled to vote on all matters submitted to the holders of
Common Stock for a vote at all meetings of the stockholders and shall vote
together with the holders of the Common
<PAGE>
Stock as a single class and not as a separate class. Each holder of shares of
Class A Common Stock shall be entitled to one-twentieth (1/20th) of one (1) vote
for each share of Class A Common Stock held by such stockholder.
6. Merger, Consolidation, Combination or Dissolution of the
Corporation.
(a) In the event of the voluntary or involuntary liquidation,
distribution or sale of assets, dissolution or winding up of the Corporation,
the holders of the Class A Common Stock shall be entitled to participate in any
distribution to stockholders of assets of the Corporation in the same per share
amount as the holders of Common Stock.
(b) In the event of a merger, consolidation, share exchange
or combination of the Corporation with another entity (whether or not the
Corporation is the surviving entity) the holders of shares of Class A Common
Stock shall be entitled to receive in respect of each share of Class A Common
Stock the same indebtedness, other securities, cash, rights, or any other
property, or any combination of shares, evidences of indebtedness, securities,
cash, rights or any other property, as holders of shares of Common Stock shall
be entitled to received in respect to each share in that transaction.
7. Splits or Combination of Shares. If the Corporation shall
in any manner split, subdivide or combine the outstanding Common Stock, the
outstanding shares of the Class A Common Stock shall be proportionately split,
subdivided or combined in the same manner and on the same basis as the
outstanding shares of the class that has been split, subdivided or combined.
THIRD: The classification of authorized but unissued shares
as set forth in these Articles Supplementary does not increase the authorized
capital of the Company or the aggregate par value thereof.
FOURTH: These Articles Supplementary have been approved by the
majority of the Board of Directors of the Company in the manner prescribed by
the MGCL.
IN WITNESS WHEREOF, the undersigned, the President of the
Company acknowledges these Articles Supplementary to be the corporate act of the
Company and, as to all matters or facts required to be verified under oath, the
undersigned acknowledges that to the best of his knowledge, information and
belief, the matters and facts set forth herein are true in all material respects
and that this statement is made under the penalties for perjury.
These Articles Supplementary have been executed under seal in
the name of the Company and on its behalf by its President and attested to by
its Secretary on this 16th day of June, 1998, and the officers of the Company
further acknowledge said instruments to be the corporate act of the Company, and
state that to the best of their knowledge, information and belief under penalty
of perjury the matters and facts herein set forth with respect to approval are
true in all material respects.
ATTEST URSTADT BIDDLE PROPERTIES INC.
By: /s/ James R. Moore By: /s/ Willing L. Biddle (SEAL)
----------------------- -----------------------
Name: James R. Moore Name: Willing L. Biddle
Title: Secretary Title: President
EXHIBIT 4.2.1
AMENDED ARTICLES OF INCORPORATION
OF
HRE PROPERTIES, INC.
ARTICLE I
INCORPORATION
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The undersigned, J.W. Thompson Webb, whose post office address is 10
Light Street, Baltimore, Maryland 21202, being at least 18 years of age, does
hereby form a corporation under the Maryland General Corporation Law (the
"MGCL").
ARTICLE II
NAME
----
The name of the corporation (the "Corporation") is:
HRE PROPERTIES, INC.
ARTICLE III
PURPOSES
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3.1 Purpose and Powers. The Corporation is being formed to acquire and
succeed to, and continue the business of, HRE Properties ("HRE Properties"), a
common law business trust organized under the laws of the Commonwealth of
Massachusetts that has operated so as to qualify as a real estate investment
trust ("REIT"), as that phrase is defined in Section 856 of the Internal Revenue
Code of 1986, as amended (the "Code"), through a merger of HRE Properties with
and into the Corporation and to engage in the business of acquiring, managing,
financing, disposing of and otherwise dealing in interests in real property and
to engage in any other lawful act or activity for which corporations may be
organized under the MGCL. The foregoing purposes shall be in no way limited or
restricted by reference to, or inference from, the terms of any other clause of
the Articles of Incorporation, as amended or supplemented from time to time (the
"Articles"), and each shall be regarded as independent. The foregoing purposes
are also to be construed as powers of the Corporation, and shall be in addition
to and not in limitation of the general powers of corporations under the laws of
the State of Maryland.
3.2 Real Estate Investment Trust. Without limiting the generality of
the foregoing purposes, business and objects, until such time as the Board of
Directors of the Corporation determines that it is no longer in the interest of
the Corporation and its stockholders that the Corporation engage in the business
of, and conduct its business and affairs so as to qualify as a REIT, the purpose
of the Corporation shall include engaging in the business of a REIT. This
reference to such purpose shall not make unlawful or unauthorized any otherwise
lawful act or activity that the Corporation may take that is inconsistent with
such purpose.
ARTICLE IV
PRINCIPAL PLACE OF BUSINESS
---------------------------
The address of the principal office of the Corporation is c/o The
Corporation Trust Incorporated, 32 South Street, Baltimore, Maryland 21202.
<PAGE>
ARTICLE V
THE RESIDENT AGENT
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The Resident Agent of the Corporation is The Corporation Trust
Incorporated, whose address is 32 South Street, Baltimore, Maryland 21202.
ARTICLE VI
BOARD OF DIRECTORS
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6.1 Number. The number of Directors of the Corporation initially shall
be seven, which number may thereafter be increased or decreased from time to
time in accordance with the Bylaws of the Corporation; provided, however, that
the total number of Directors shall be not fewer than the greater of two or the
minimum number permitted by the MGCL. No reduction in the number of Directors
shall cause the removal of any Director from office prior to the expiration of
his or her term.
6.2 Directors; Classification; Term. The initial Directors of the
Corporation shall be E. Virgil Conway, Peter Herrick, Paul D. Paganucci, James
O. York, Robert R. Douglass, George H.C. Lawrence and Charles J. Urstadt. At the
first annual meeting of stockholders, the Directors shall be divided into three
classes designated as Class I, Class II and Class III, with the term of three
years each, and the term of one class shall expire each year. Class I directors
shall initially consist of one director who shall hold office initially for a
term expiring at the annual meeting of stockholders in 1998. Class II Directors
shall initially consist of three directors who shall hold office initially for a
term expiring at the annual meeting of stockholders in 1999. Class III Directors
shall initially consist of three directors who shall hold office initially for a
term expiring at the annual meeting of stockholders in 2000. Beginning with the
annual meeting of stockholders in 1998 and at each succeeding annual meeting of
stockholders, the class of Directors whose term expires at such meeting will
stand for election to hold office for a term expiring at the third succeeding
annual meeting. Each director will hold office for the term for which he or she
is elected and until his or her successor is duly elected and qualified. If the
number of Directors is changed, any increase or decrease in directorships shall
be apportioned among the classes so as to maintain the proportional number of
Directors in each class as nearly equal as set forth above or as may otherwise
be determined by a majority of the Board of Directors then in office, and any
additional Directors of any class elected to fill a vacancy resulting from an
increase in such class shall hold office only until the next election of
Directors by the stockholders, but in no case will a decrease in the number of
Directors shorten the term of any incumbent Director.
Notwithstanding the foregoing, whenever, pursuant to the provisions of
Article VII of the Articles, the holders of any one or more series of Preferred
Stock shall have the right, voting separately as a series or together with
holders of other such series, to elect Directors at an annual or special meeting
of stockholders, the election, term of office, filling of vacancies and other
features of such directorships shall be governed by the terms of the Articles
and any Articles Supplementary applicable thereto, and such Directors so elected
shall not be divided into classes pursuant to this Section 6.2.
During any period when the holders of any series of Preferred Stock
have the right to elect additional Directors as provided for or fixed pursuant
to the provisions of Article VII hereof, then upon commencement and for the
duration of the period during which such right continues: (i) the then otherwise
total authorized number of Directors shall be increased, and the holders of such
Preferred Stock shall be entitled to elect the additional Directors so provided
for or fixed pursuant to said provisions, and (ii) each such additional Director
shall serve until such Director's successor shall have been duly elected and
qualified, or until such Director's right to hold such office terminates
pursuant to said provisions, whichever occurs earlier, subject to such
Director's earlier death, disqualification, resignation or removal. Except as
otherwise provided by the Board in the resolution or resolutions establishing
such series, whenever the holders of any series of Preferred Stock having such
right to elect additional Directors are divested of such right pursuant to the
provisions of such stock, the terms of office of all such additional Directors
elected by the holders of such stock, or elected to fill any vacancies resulting
from the death, resignation, disqualification or removal of such additional
Directors, shall terminate as quickly as is permissible under the MGCL and the
total and authorized number of Directors of the Corporation shall be reduced
accordingly.
6.3 Vacancies. Subject to the rights of the holders of any series of
Preferred Stock then outstanding, newly created directorships resulting from any
increase in the authorized number of Directors shall be filled solely by the
affirmative vote of a majority of the entire Board of Directors and any
vacancies on the Board of Directors resulting from death, resignation,
retirement, disqualification or other cause (other than removal from office)
shall be filled solely by the affirmative vote of a majority of the remaining
Directors then in office, even if less than a quorum. Subject to the rights of
the holders of any series of Preferred Stock
<PAGE>
then outstanding, vacancies on the Board of Directors resulting from the removal
of a Director from office may be filled by the affirmative vote of a majority of
all the votes cast at a meeting of stockholders called for that purpose. A
Director elected by the Board of Directors to fill any vacancy shall serve until
the next annual meeting of stockholders and until his successor is elected and
qualifies.
6.4 Resignation; Removal. Any Director may resign from the Board of
Directors or any committee thereof at any time by written notice to the Board of
Directors, effective upon execution and delivery to the Corporation of such
notice or upon any future date specified in the notice. A Director may be
removed from office, but only for cause and only by the affirmative vote of the
holders of not less than two-thirds of the Stock then outstanding and entitled
to vote generally for the election of Directors; provided, however, that in the
case of any Directors elected solely by holders of one or more series of
Preferred Stock, such Directors may be removed only for cause and only by the
affirmative vote of two-thirds of the Stock of such series then outstanding and
entitled to vote in the election of Directors, voting together as a single
class. At least 30 days prior to any meeting of stockholders at which it is
proposed that any Director be removed from office, written notice of such
proposed removal shall be sent to the Director whose removal will be considered
at the meeting. For purposes of the Articles, "cause," with respect to the
removal of any Director, shall mean only (i) conviction of a felony, (ii)
declaration of unsound mind by order of court, (iii) gross dereliction of duty,
(iv) commission of any action involving moral turpitude, or (v) commission of an
action which constitutes intentional misconduct or a knowing violation of law,
and in the case of clause (iv) or (v), above, such action results both in an
improper substantial personal benefit and a material injury to the Corporation.
6.5 Powers. Subject to the express limitations herein or in the Bylaws,
the business and affairs of the Corporation shall be managed under the direction
of the Board of Directors. The Articles shall be construed with a presumption in
favor of the grant of power and authority to the Directors.
ARTICLE VII
STOCK
-----
7.1 Authorized Capital Stock. The total number of shares of stock which
the Corporation has authority to issue (the "Stock") is One Hundred Million
(100,000,000) shares, initially consisting of Seventy Million (70,000,000)
shares of common stock, par value $.0l per share (the "Common Stock"); (ii)
Twenty Million (20,000,000) shares of preferred stock, par value $.0l per share
(the "Preferred Stock"); and (iii) Ten Million (10,000,000) shares of excess
stock, par value $.01 per share (the "Excess Stock"). The aggregate par value of
all the shares of all classes of stock is $1,000,000.
7.2 Preferred Stock. The Board of Directors may issue the Preferred
Stock in one or more series consisting of such numbers of shares and having such
preferences, conversion and other rights, voting powers, restrictions and
limitations as to dividends, qualifications and terms and conditions of
redemption of stock as the Board of Directors may from time to time determine
when designating such series.
7.3 Common Stock.
7.3.1 Dividend Rights. Subject to the preferential dividend
rights of Preferred Stock, if any, as may be determined by the Board of
Directors, the holders of shares of Common Stock shall be entitled to receive
such dividends as may be declared by the Board of Directors out of funds legally
available therefor.
7.3.2 Voting Rights. The holders of shares of Common Stock
shall be entitled to vote on all matters submitted to the holders of Common
Stock for a vote at all meetings of the stockholders, and each holder of shares
of Common Stock shall be entitled to one vote for each share of Common Stock
held by such stockholders
7.4 Classification of Stock. The Board of Directors may classify or
reclassify any unissued shares of Stock from time to time by setting or changing
the preferences, conversion and other rights, voting powers, restrictions and
limitations as to dividends, qualifications, and terms and conditions of
redemption of those shares of Stock, including, but not limited to, the
reclassification of unissued shares of Common Stock to shares of Preferred Stock
or shares of Excess Stock, or unissued shares of Preferred Stock to shares of
Common Stock or shares of Excess Stock, or unissued shares of Excess Stock to
shares of Common Stock or shares of Preferred Stock or the issuance of any
rights plan or similar plan.
<PAGE>
7.5 Issuance of Stock. The Board of Directors may authorize the
issuance from time to time of shares of Stock of any class, whether now or
hereafter authorized, or securities or rights convertible into shares of Stock,
for such consideration as the Board of Directors,may deem advisable (or without
consideration in the case of a share split or dividend), subject to such
restrictions or limitations, if any, as may be lawfully set forth in the Bylaws
of the Corporation.
7.6 Dividends or Distributions. The Directors may from time to time
declare and pay to stockholders such dividends or distributions in cash,
property or other assets of the Corporation or in securities of the Corporation
or from any other source as the Directors in their discretion shall determine.
ARTICLE VIII
LIMITATION ON PREEMPTIVE RIGHTS
-------------------------------
No holder of any Stock or any other securities of the Corporation,
whether now or hereafter authorized, shall have any preferential or preemptive
rights to subscribe for or purchase any Stock or any other securities of the
Corporation other than such rights, if any, as the Board of Directors, in its
sole discretion may fix; and any Stock or other securities which the Board of
Directors may determine to offer for subscription may, within the Board of
Directors, sole discretion, be offered to the holders of any class, series or
type of Stock or other securities at the time outstanding to the exclusion of
holders of any or all other classes, series or types of Stock or other
securities at the time outstanding.
ARTICLE IX
LIMITATIONS ON TRANSFER AND OWNERSHIP
-------------------------------------
9.1 Limitations on Transfer. Stock (other than Excess Stock) shall be
freely transferable by the record owner thereof, subject to the provisions of
this Article IX, and provided that any purported acquisition or transfer of
Stock that would result in the disqualification of the Corporation as a REIT
shall be void ab initio, except to the extent necessary to give effect to
Section 9.10 hereof. Any purported transfer of Stock that, if effective, would
result in a violation of Section 9.2 (unless excepted from the application of
Section 9.2 pursuant to Section 9.6) shall be void ab initio as to the transfer
of that number of shares of Stock that would otherwise be beneficially owned by
a Stockholder in violation of Section 9.2, the intended transferee of such
shares shall acquire no rights therein and the transfer of such shares will not
be reflected on the Corporation's stock record books. For purposes of this
Article IX, a "transfer" of shares of Stock shall mean any sale, transfer, gift,
hypothecation, pledge, assignment, or other disposition, whether voluntary or
involuntary, by operation of law or otherwise.
9.2 Limitations on Ownership. Except as provided by Section 9.6, no
person except as described below shall at any time directly or indirectly
acquire or hold beneficial ownership of shares of any class or series of Stock
with an aggregate value in excess of 7.5% of the aggregate value of all
outstanding Stock of the Corporation (the "Ownership Limit") . Any entity, the
ownership of whose Stock is attributed to the owners of such entity under
Sections 544 and 856(b) of the Code, will be "looked-through" for purposes of
the Ownership Limit. Notwithstanding the foregoing, the Board of Directors may,
in its sole discretion, waive the Ownership Limit with respect to any
transaction if it is satisfied, based on the advice of tax counsel, that
ownership in excess of this limit will not jeopardize the Corporation's status
as a REIT and it otherwise decides that such action is in the best interests of
the Corporation.
For purposes of this Article IX, (a) the value of any share of Stock
shall be determined in the manner established by the Board of Directors, and (b)
a person (which includes natural persons, corporations, trusts, partnerships,
and other entities) shall be deemed to be the beneficial owner of the Stock that
such person (i) actually owns, (ii) constructively owns after applying the rules
of Section 544 of the Code as modified in the case of a REIT by Section 856(h)
of the Code, and (iii) has the right to acquire upon exercise of outstanding
rights, options and warrants, and upon conversion of any securities convertible
into Stock, if any.
9.3 Stockholder Information. Each stockholder shall, upon demand of the
Corporation, disclose to the Corporation in writing such information with
respect to his or its direct and indirect beneficial ownership of the Stock as
the Board of Directors in its discretion deems necessary or appropriate in order
that the Corporation may fully comply with all provisions of the Code relating
to REITs and all regulations, rulings and cases promulgated or decided
thereunder (the "REIT Provisions") and to comply with the requirements of any
taxing authority or governmental agency.
<PAGE>
9.4 Transferee Information. Whenever the Board of Directors deems it
reasonably necessary to protect the tax status of the Corporation as a REIT
under the REIT Provisions, the Board of Directors may require a statement or
affidavit from each stockholder or proposed transferee of Stock setting forth
the number of shares of Stock already beneficially owned by such proposed
transferee and any related person specified by the Board of Directors. If the
Board of Directors determines in good faith that any proposed transfer may
jeopardize the qualification of the Corporation as a REIT, the Board of
Directors shall have the right, but not the duty, to refuse to permit the
transfer of such Stock to the proposed transferee. All contracts for the sale or
other transfer of Stock shall be subject to this Section 9.4.
9.5 Excess Stock.
9.5.1 Exchange for Excess Stock. If, notwithstanding the other
provisions contained in this Article IX, at any time there is a purported
transfer of Stock or a change in the capital structure of the Corporation
(including any redemption of Excess Stock pursuant to Subsection 9.5.7) as a
result of which any person would beneficially own Stock in excess of the
ownership Limit, then, except as otherwise provided in Section 9.6, such shares
of Stock in excess of the Ownership Limit (rounded up to the nearest whole
share) shall automatically and without further action be exchanged for an equal
number of shares of Excess Stock. Such exchange shall be effective as of the
close of business on the business day prior to the date of the purported
transfer of Stock or the change in capital structure. The shares of Common Stock
which were exchanged for shares of Excess Stock shall revert to the Corporation,
subject to the provisions of Subsection 9.5.6.
9.5.2 Ownership in Trust. Upon any purported transfer of Stock
that results in an exchange for Excess Stock pursuant to Subsection 9.5.1, such
shares of Excess Stock shall be deemed to have been transferred to the
Corporation, as trustee of a separate trust for the exclusive benefit of the
person or persons to whom such Excess Stock can ultimately be transferred
without violating the Ownership Limit. Shares of Excess Stock so held in trust
shall be issued and outstanding Stock of the Corporation. The purported
transferee of Excess Stock shall have no rights in such Excess Stock, except the
right to designate a transferee of its interest in the trust created under this
Subsection 9.5.2 upon the terms specified in Subsection 9.5.6. I f any of the
restrictions on transfer set forth in this Article IX are determined to be void,
invalid or unenforceable by virtue of any legal decision, statute, rule or
regulation, then the intended transferee of any Excess Stock may be deemed, at
the option of the Corporation, to have acted as an agent on behalf of the
Corporation in acquiring the Excess Stock and to hold the Excess Stock on behalf
of the Corporation.
9.5.3 Dividend Rights - Excess Stock shall not be entitled to
any dividends. Any dividend or distribution paid prior to the discovery by the
Corporation that shares of Stock have been exchanged for Excess Stock shall be
repaid to the Corporation upon demand, and any dividend or distribution declared
but unpaid shall be rescinded as void ab initio with respect to such shares of
Excess Stock.
9.5.4 Rights Upon Liquidation. Subject to the preferential
rights of Preferred Stock, if any, as may be determined by the Board of
Directors and the preferential rights of Excess Preferred Stock (as defined
below), if any, in the event of any voluntary or involuntary liquidation,
dissolution or winding up of, or any distribution of the assets of, the
Corporation, the trustee holding any shares of Excess Common Stock shall be
entitled to receive, ratably with each other holder of shares of Common Stock or
Excess Common Stock, that portion of the assets of the Corporation available for
distribution to the holders of Common Stock and Excess Common Stock as the
number of shares of Excess Common Stock held by such holder bears to the total
number of shares of Common Stock and Excess Common Stock then outstanding. In
the event of any voluntary or involuntary liquidation, dissolution or winding up
of, or any distribution of the assets of, the Corporation, the trustee holding
any shares of Excess Stock issued upon the exchange of Preferred Stock (the
"Excess Preferred Stock") shall be entitled to receive the pro rata share of the
assets of the Corporation available for distribution to the holders of Preferred
Stock of the series for which such Excess Stock was exchanged which such holder
of Excess Preferred Stock would be entitled to receive if such shares of Excess
Preferred Stock were shares of Preferred Stock of the series from which such
Excess Preferred Stock was exchanged. The Corporation, as the holder of all
Excess Stock in one or more trusts, or, if the Corporation shall have been
dissolved, any trustee appointed by the Corporation prior to its dissolution,
shall distribute to each transferee of an interest in such a trust pursuant to
Subsection 9.5.6 hereof, when determined, any assets received in any
liquidation, dissolution or winding up of, or any distribution of the assets of,
the Corporation in respect of the Excess Stock held in such trust and
represented by the trust interest transferred to such transferee.
9.5.5 Voting Rights. No stockholder may vote any shares of
Excess Stock. The shares of Excess Stock will not be considered to be issued or
outstanding for purposes of any Stockholder vote or for purposes of determining
a quorum for such a vote.
9.5.6 Restrictions on Transfer. Excess Stock shall not be
transferable except pursuant to Section 9.5.2 and Section 9.5.7. The purported
transferee of any shares of Stock that are exchanged for Excess Stock pursuant
to Section 9.5.1 may
<PAGE>
freely designate a transferee of the interest in the trust that represents such
shares of Excess Stock, if (a) the shares of Excess Stock held in the trust and
represented by the trust interest to be transferred would not be Excess Stock in
the hands of the transferee of the trust interest and (b) the transferor of the
trust interest does not receive a price for the trust interest in excess of (i)
the price such transferor paid for the Stock in the purported transfer of Stock
that resulted in the Excess Stock represented by the trust interest, or (ii) if
such transferor did not give value for such Stock (e.a., the shares were
received through a gift, devise or other transaction), a price equal to the
aggregate Market Price (as defined in Subsection 9.5.7) for all shares of the
Stock that were exchanged for Excess Stock on the date of the purported transfer
that resulted in the Excess Stock. No interest in a trust may be transferred
unless the transferor of such interest has,given advance notice to the
Corporation of the intended transferee and the Corporation has agreed in writing
to waive its redemption rights under Subsection 9.5.7. Upon the transfer of an
interest in a trust in compliance with this Subsection 9.5.6, the corresponding
shares of Excess Stock that are represented by the transferred interest in the
trust shall be automatically exchanged for an equal number of shares of Stock of
the same class and series from which they were originally exchanged and such
shares of Stock shall be transferred of record to the transferee of the interest
in the trust. Upon any exchange of Excess Stock for Stock of another class, the
interest in the trust representing such Excess Stock shall automatically
terminate.
9.5.7 Corporation's Redemption Right. All shares of Excess
Stock shall be deemed to have been offered for sale to the Corporation, or its
designee, at a price per share equal to the lesser of (a) the price per share of
Stock in the transaction that created such Excess Stock (or, in the case of
devise or gift, the Market Price per share of such Stock at the time of such
devise or gift) or (b) the Market Price per share of Stock of the class of Stock
for which such Excess Stock was exchanged on the date the Corporation, or its
designee, accepts such offer. The Corporation shall have the right to accept
such offer at any time until the date ninety (90) days after the date on which
the purported owner or transferee gives written notice to the Corporation of any
event (including, without limitation, redemptions or repurchases of Stock by the
Corporation) or any purported transfer that results in the exchange of Stock for
such Excess Stock and the nature and amount of all ownership interests, direct
or indirect, of record or beneficial, of such purported owner or transferee, or,
if no such notice is given, the date on which the Board of Directors determines
that a purported transfer resulting in the exchange of Stock for such Excess
Stock has been made. For purposes of this Article IX, "Market Price" means for
any share of Stock, the average daily per share closing sales price of a share
of such Stock if shares of such Stock are listed on a national securities
exchange or quoted on the National Association of Securities Dealers Automated
Quotation National Market (the "NASDAQ NM") , and if such shares are not so
listed or quoted, the Market Price shall be the mean between the average per
share closing bid prices and the average per share closing asked prices, in each
case during the 30-day period ending on the business day prior to the redemption
date, or if there have been no sales on a national securities exchange or on the
NASDAQ NM and no published bid and asked quotations with respect to shares of
such Stock during the 30-day period, the Market Price shall be the price
determined by the Board of Directors in good faith. Unless the Board of
Directors determines that it is in the interest of Corporation to make earlier
payment of all of the amount determined as the redemption payment for Stock
redeemed in accordance with this Section 9.5.7, the redemption payment shall be
paid to the transferee of the trust interest representing the redeemed Excess
Stock only upon the liquidation of the Corporation and shall not exceed an
amount equal to the lesser of the price determined pursuant to the first
sentence of this Subsection 9.5.7 or the product of (x) the number of Excess
Shares redeemed, multiplied by (y) the sum of the per share distributions
designated as liquidating distributions and return of capital distribution
declared subsequent to the redemption date with respect to unredeemed shares of
Stock of the class for which the redeemed Excess Stock was exchanged. No
interest shall accrue on any redemption payment with respect to the period
subsequent to the redemption date to the date of the redemption payment.
9.6 Exceptions to Certain Ownership and Transfer Limitations. The
Ownership Limit set forth in Section 9.2 shall not apply to the following shares
of Stock and such shares shall not be deemed to be Excess Stock at the times and
subject to the terms and conditions set forth in this Section 9.6:
9.6.1 Subject to the provisions of Section 9.7, shares of
Stock which the Board of Directors in its sole discretion may exempt from the
Ownership Limit while owned by a person who has provided the Corporation with
evidence and assurances acceptable to the Board of Directors that the
qualification of the Corporation as a REIT would not be jeopardized thereby.
9.6.2 Subject to the provisions of Section 9.7, shares of
Stock acquired and held by an underwriter in a public offering of Stock, or in
any transaction involving the issuance of Stock by the Corporation in which the
Board of Directors determines that the underwriter or other person or party
initially acquiring such Stock will make a timely distribution of such Stock to
or among other holders such that, following such distribution, the Corporation
will continue to be in compliance with the REIT Provisions.
9.6.3 Shares of Stock acquired pursuant to an all cash tender
offer made for all outstanding shares of Stock of the Corporation in conformity
with applicable federal and state securities laws where not less than eighty
percent (80%) of the outstanding Stock (not including Stock or securities
convertible into Stock held by the tender offeror and/or any "affiliates" or
"associates" thereof within the meaning of the Securities Exchange Act of 1934,
as amended) are duly tendered and accepted pursuant
<PAGE>
to the cash tender offer and where the tender offeror commits in such tender
offer, if the tender offer is so accepted by the holders of such eighty percent
(80%) of the outstanding Stock, as promptly as practicable thereafter to give
any holders who did not accept such tender offer a reasonable opportunity to put
their Stock to the tender offeror at a price not less than the price per share
paid for Stock tendered pursuant to the tender offer.
9.7 Authority to Revoke Exceptions to Limitations. The Board of
Directors, in its sole discretion, may at any time revoke any exception pursuant
to Subsections 9.6.1, 9.6.2 or 9.6.3 in the case of any stockholder, and upon
such revocation the provisions of Sections 9.2 and 9.5 shall immediately become
applicable to such stockholder and all Stock of which such stockholder may be
the beneficial owner. A decision to exempt or refuse to exempt from the
ownership Limit the ownership of certain designated shares of Stock, or to
revoke an exemption previously granted, shall be made by the Board of Directors
in its sole discretion, based on any reason whatsoever, including, but not
limited to, the preservation of the Corporation's qualification as a REIT.
9.8 Controlling Provision. Except as provided in Article XV, to the
extent this Article IX may be inconsistent with any other provision of the
Articles, this Article IX shall be controlling.
9.9 Authority of the Board of Directors. Subject to Section 9.10
hereof, nothing else contained in this Article IX or in any other provision of
the Articles shall limit the authority of the Board of Directors to take such
action as it deems necessary or advisable to protect the Corporation and the
interests of the Stockholders by preservation of the Corporation's qualification
as a REIT under the REIT Provisions. In applying the provisions of this Article
IX, the Board of Directors may take into account the lack of certainty in the
REIT Provisions relating to the ownership of stock that may prevent a
corporation from qualifying as a REIT and may make interpretations concerning
the Ownership Limit, Excess Stock, beneficial ownership and related matters on
as conservative a basis as the Board of Directors deems advisable to minimize or
eliminate uncertainty as to the Corporation's continued qualification as a REIT.
Notwithstanding any other provision of the Articles, if the Board of Directors
determines that it is no longer in the best interests of the Corporation and the
Stockholders to continue to have the Corporation qualify as a REIT, the Board of
Directors may revoke or otherwise terminate the Corporation's REIT election
pursuant to Section 856(g) of the Code.
9.10 New York Stock Exchange. Nothing in the Articles shall preclude
the settlement of any transaction entered into through the facilities of the New
York Stock Exchange or of any other stock exchange on which shares of stock of
the Corporation may be listed and which have conditioned such listing on the
inclusion in the Articles of A provision such as this Section 9.10. The fact
that the settlement of any transaction is permitted shall not negate the effect
of any other provision of this Article IX, and any transferee in such a
transaction and the shares so transferred shall be subject to all of the other
provisions and limitations of this Article IX.
ARTICLE X
RIGHTS AND POWERS OF CORPORATION,
---------------------------------
BOARD OF DIRECTORS AND OFFICERS
-------------------------------
In carrying on its business, or for the purpose of attaining or
furthering any of its objectives, the Corporation shall have all of the rights,
powers and privileges granted to corporations by the laws of the State of
Maryland, as well as the power to do any and all acts and things that a natural
person or partnership could do as now or hereafter authorized by law, either
alone or in partnership or conjunction with others. Except as otherwise provided
in the Articles or the Bylaws of the Corporation, as amended from time to time,
the business of the Corporation shall be managed by its Board of Directors. The
Board of Directors shall have and may exercise all the rights, powers and
privileges of the Corporation except those that are by law, the Articles or the
Bylaws of the Corporation, conferred upon or reserved to the stockholders.
ARTICLE XI
STOCKHOLDER ACTION
------------------
11.1 Quorum. At any meeting of stockholders, the presence in person or
by proxy of stockholders entitled to cast a majority of all the votes entitled
to be cast at the meeting shall constitute a quorum.
<PAGE>
11.2 Vote Required. A majority of the votes cast at a meeting of
Stockholders at which a quorum is present shall be sufficient to take or
authorize action upon any matter which may properly come before the meeting,
unless more than a majority of the votes cast is specifically required by law or
the Articles. Unless otherwise provided by law or the Articles, each outstanding
share of Stock, regardless of class, shall be entitled to one vote upon each
matter submitted to a vote at a meeting of stockholders. Shares of Stock
directly or indirectly owned by the Corporation shall not be voted in any
meeting and shall not be counted in determining the total number of outstanding
shares of Stock entitled to vote at any given time, but Stock held by it in a
fiduciary capacity (other than "Excess Stock" held by it in accordance with
Article 9.5.2) may be voted and shall be counted in determining the total number
of outstanding shares of Stock at any given time.
11.3 Informal Action. Any action required or permitted to be taken by
the Stockholders at any annual or special meeting of Stockholders may be taken
without a meeting if (i) a unanimous written consent which sets forth the action
taken and which is signed by each stockholder entitled to vote on the matter and
(ii) a written waiver of any right to dissent signed by each stockholder
entitled to notice of such meeting but not entitled to vote at such meeting, are
filed with the records of stockholders meetings. Such consents and waivers may
be signed by different stockholders on separate counterparts.
ARTICLE XII
INDEMNIFICATION
---------------
The Board of Directors shall have the power to adopt Bylaws or
resolutions for the indemnification of the Corporation's directors, officers,
employees and agents, provided that any such Bylaws or resolutions shall be
consistent with applicable law.
ARTICLE XIII
LIMITATION OF LIABILITY
-----------------------
To the fullest extent permitted under the MGCL as in effect on the date
of filing the Articles or as the MGCL is thereafter amended from time to time,
no Director or officer shall be liable to the Corporation or its Stockholders
for money damages. Neither the amendment or the repeal of this Article XIII, nor
the adoption of any other provision in the Articles inconsistent with this
Article XIII, shall eliminate or reduce the protection afforded by this Article
XIII to a Director or officer of the Corporation with respect to any matter
which occurred, or any cause of action, suit or claim which but for this Article
XIII would have accrued or arisen, prior to such amendment, repeal or adoption.
ARTICLE XIV
STOCKHOLDER VOTE REQUIRED FOR CERTAIN TRANSACTIONS
--------------------------------------------------
No (i) sale, lease or exchange of all or substantially all of the
property or assets, including goodwill, of the Corporation or (ii) share
exchange or merger or consolidation of the Corporation with or into any other
corporation, shall be effected unless the same is first approved by the Board of
Directors pursuant to a resolution adopted by the Board of Directors in
accordance with Section 3- 105(b) of the MGCL and by a majority of the
"Continuing Directors" (as defined below), and, except as otherwise provided by
law, thereafter approved by the Stockholders. Whenever any vote of the holders
of voting stock is required, and in addition to any other vote of holders of
voting stock that is required by the Articles or by law, the affirmative vote of
at least two-thirds of all the votes cast on such sale, lease or exchange, share
exchange, merger or consolidation, by holders of voting stock, voting together
as a single class, at any annual meeting of Stockholders or special meeting of
Stockholders called for such purpose, shall be required to approve such sale,
lease or exchange, share exchange, merger or consolidation.
For the purpose of the Articles, the term "Continuing Director" shall
mean (i) each of the initial members of the Board of Directors of the
Corporation or (ii) any of the Director whose nomination for election to the
Board of Directors was recommended or approved by a vote of the majority of the
Directors then in office who are Directors referred to in clause (i) of this
sentence or this clause (ii).
<PAGE>
ARTICLE XV
PROVISIONS IN CONFLICT WITH LAW OR REGULATIONS
----------------------------------------------
15.1 The provisions of the Articles are severable, and if the Directors
shall determine that any one or more of such provisions are in conflict with the
REIT Provisions, or other applicable federal or state laws, the conflicting
provisions shall be deemed never to have constituted a part of the Articles,
even without any amendment of the Articles pursuant to Article XVII hereof;
provided, however, that such determination by the Directors shall not affect or
impair any of the remaining provisions of the Articles or render invalid or
improper any action taken or omitted prior to such determination. No Director
shall be liable for making or failing to make such a determination.
15.2 If any provision of the Articles or any application of such
provision shall be held invalid or unenforceable by any federal or state court
having jurisdiction, such holding shall not in any manner affect or render
invalid or unenforceable such provision in any other jurisdiction, and the
validity of the remaining provisions of the Articles shall not be affected.
Other applications of such provision shall be affected only to the extent
necessary to comply with the determination of such court.
ARTICLE XVI
AMENDMENT OF BYLAWS BY DIRECTORS
--------------------------------
The Board of Directors shall have the power, at any regular or special
meeting of the Board of Directors, to make and adopt, or to amend, rescind,
alter or repeal, any Bylaws of the Corporation. The Bylaws may contain any
provision for the regulation and management of the affairs of the Corporation
not inconsistent with law or the provisions of the Articles of Incorporation.
ARTICLE XVII
AMENDMENT OF ARTICLES
---------------------
The Corporation reserves the right to repeal, alter, amend or rescind
any provision contained in the Articles of Incorporation, including without
limitation any amendment to change the terms or contract rights, as expressly
set forth in the Articles, of any of its outstanding stock by classification,
reclassification or otherwise, in the manner now or hereafter prescribed by
statute, and all rights conferred an stockholders herein are granted subject to
this reservation. The affirmative vote of a majority of the Directors and a
majority of the Continuing Directors, shall be required to amend, repeal or
modify any provision of the Articles. Notwithstanding the foregoing, any
amendment, repeal or other modification of the provisions of Article VI, Article
IX, Article XII, Article XIII, Article XIV, Article XVI and this Article XVII
hereof shall require, in addition to the other applicable requirements of the
Articles of Incorporation and of law, the affirmative vote of holders of at
least two-thirds of the Stock then outstanding and entitled to vote generally in
the election of directors. All other amendments to the Articles shall require
the affirmative vote of a majority of the vote entitled to be cast on the
matter.
The provision of Section 3-602 of the MGCL, as the same may be amended
or re-enacted, or any successor provisions thereto, shall not apply to any
business combination (as defined in Section 3-601 of the MGCL) involving (i) the
Corporation and HRE Properties, a Massachusetts business trust ("HRE
Properties") or (ii) the Corporation and any person, who, as of December 31,
1996, is the "beneficial owner" (as such term is defined in Section 3-601 of the
MGCL) of in excess of 20% of the outstanding shares of beneficial interests in
HRE Properties, and who, by virtue of the merger of HRE Properties with and into
the Corporation, will own a similar percentage of the Corporation Common Stock
or any of such person's affiliates or associates (as such terms are defined in
Section 3-601 of the MGCL).
<PAGE>
IN WITNESS WHEREOF, the undersigned incorporator of HRE Properties,
Inc. confirms that the organization meeting of the Board of Directors of the
Corporation has not been held and hereby executes the foregoing Amended Articles
of Incorporation and acknowledges the same to be his act and further
acknowledges that, to the best of his knowledge, the matters and facts set forth
therein are true in all material respects under the penalties of perjury as of
this 30th day of December, 1996.
/s/ J.W. Thompson Webb
----------------------
J.W. Thompson Webb
EXHIBIT 4.2.2
ARTICLES OF AMENDMENT
HRE Properties, Inc., a Maryland corporation (the "Corporation"),
hereby certifies as follows:
FIRST: The Corporation desires to amend its Charter as currently in
effect.
SECOND: The amendment to the charter of the Corporation set forth
herein shall become effective on the date and at the time that these Articles of
Amendment (the "Articles") are filed with, and approved and accepted for record
by, the State Department of Assessments and Taxation of Maryland in accordance
with the Maryland General Corporation Law.
THIRD: Article II of the Corporation's Charter is hereby deleted in
its entirety and in its place shall be inserted the following:
ARTICLE II
NAME
----
The name of the corporation (the "Corporation") is:
URSTADT BIDDLE PROPERTIES INC.
FOURTH: The amendment to the Charter of the Corporation set forth in
these Articles was advised by the board of directors of the Corporation and
approved by the stockholders of the Corporation, all in the manner prescribed by
and in accordance with the provisions of the Maryland General Corporation Law
relating to charter amendments.
IN WITNESS WHEREOF, HRE Properties, Inc, has caused these Articles of
Amendment to be executed in its name and on its behalf by its President who
acknowledges that these Articles of Amendment are the act of the Corporation and
that to the best of his knowledge, information and belief and under the
penalties of perjury, all matters and facts contained in these Articles of
Amendment are true in all material respects and its corporate seal is to be
affixed and attested to by its Secretary as of this 11th day of March, 1998.
ATTEST: HRE PROPERTIES, INC.
/s/ James R. Moore /s/ Willing L. Biddle
- - --------------------------------- ---------------------------------
James R. Moore, Secretary Willing L. Biddle, President
EXHIBIT 4.3
PORTIONS OF THE CORPORATION'S
PROXY STATEMENT DATED
JANUARY 28, 1997
Consolidation, Merger or Sale of Assets
The Maryland General Corporation Law ("MGCL") generally provides that the
Board of Directors of a Maryland corporation must approve a consolidation,
merger, share exchange or transfer of all or substantially all of the
Corporation's assets not in the ordinary course of business and that the
stockholders thereafter must approve such consolidation, merger, share exchange
or transfer of assets by a vote of two-thirds of all the votes entitled to be
cast on the matter at a meeting of the stockholders, except that the articles of
incorporation may provide for a greater or lesser percentage vote, but not less
than a majority of all the votes entitled to be cast on the matter. The
Corporation's Articles of Incorporation provide that any consolidation, merger,
share exchange or transfer of all or substantially all of the assets shall be
first be approved by the affirmative vote of a majority of the Board of
Directors of the corporation (including the majority of the Continuing
Directors) and thereafter shall be approved by a vote of two-thirds of all the
votes entitled to be cast on such matter at a meeting of the stockholders.
These provisions could make it more difficult for the Corporation to
enter into any consolidation, merger or sale of assets as described above.
