URSTADT BIDDLE PROPERTIES INC.
321 RAILROAD AVENUE
GREENWICH, CONNECTICUT 06830
------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MARCH 10, 1999
Notice is hereby given that the Annual Meeting of Stockholders of Urstadt
Biddle Properties Inc. will be held at the Greenwich Harbor Inn, Greenwich,
Connecticut, on Wednesday, March 10, 1999, at 11:00 a.m. for the following
purposes:
1. To elect two Directors to serve for the ensuing three years;
2. To ratify the appointment of Arthur Andersen LLP as the independent
auditors of the Company for the ensuing year;
3. To consider and vote upon a shareholder proposal to reverse the
creation of the Class A Common Stock; and
4. To transact such other business as may properly come before the
meeting or any adjournments thereof.
Stockholders of record as of the close of business on January 27, 1999 are
entitled to notice of and to vote at the Meeting.
WHETHER OR NOT YOU PLAN TO BE PRESENT AT THE MEETING IN PERSON,
PLEASE SIGN AND DATE THE ENCLOSED PROXY AND RETURN IT PROMPTLY
IN THE ENCLOSED ENVELOPE.
By Order of the Directors
/s/ JAMES R. MOORE
JAMES R. MOORE
Secretary
February 2, 1999
<PAGE>
URSTADT BIDDLE PROPERTIES INC.
321 RAILROAD AVENUE
GREENWICH, CONNECTICUT 06830
------------------
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MARCH 10, 1999
This Proxy Statement is furnished to stockholders of Urstadt Biddle
Properties Inc. (formerly HRE Properties, Inc.), a Maryland corporation
(hereinafter called the "Company"), in connection with the solicitation of
proxies in the form enclosed herewith for use at the Annual Meeting of
Stockholders of the Company (the "Meeting") to be held at the Greenwich Harbor
Inn, Greenwich, Connecticut, on March 10, 1999 at 11:00 a.m. for the purposes
set forth in the Notice of Meeting.
The solicitation is made on behalf of the Directors of the Company and the
costs of the solicitation will be borne by the Company. Directors, officers and
employees of the Company and its affiliates may also solicit proxies by
telephone, telegraph, fax or personal interview. The Company will reimburse
banks, brokerage firms and other custodians, nominees and fiduciaries for
reasonable expenses incurred by them in sending proxy material to the beneficial
owners of the shares.
Holders of record of Common Shares and Class A Common Shares of the Company
as of the close of business on the record date, January 27, 1999, are entitled
to receive notice of, and to vote at, the Meeting. The outstanding Common Shares
and Class A Common Shares constitute the only classes of securities entitled to
vote at the Meeting. Each Common Share entitles the holder thereof to one vote
and each Class A Common Share entitles the holder thereof to 1/20 of one vote.
At the close of business on January 27, 1999, there were 5,492,761 Common Shares
issued and outstanding and 5,665,847 Class A Common Shares issued and
outstanding.
Shares represented by proxies in the form enclosed, if such proxies are
properly executed and returned and not revoked, will be voted as specified, but
where no specification is made, the shares will be voted as follows: (i) for the
election of the two Directors; (ii) for the ratification of the appointment of
Arthur Andersen LLP as the Company's independent auditors for the ensuing fiscal
year; (iii) against the shareholder proposal to reverse the creation of the
Class A Common Stock; and, in the named proxies' discretion, as to any other
matter which may properly come before the Meeting. To be voted, proxies must be
filed with the Secretary of the Company prior to voting. Proxies may be revoked
at any time before exercise by filing a notice of such revocation, by filing a
later dated proxy with the Secretary of the Company or by voting in person at
the Meeting.
The Annual Report to stockholders for the Company's fiscal year ended
October 31, 1998 has been mailed with or prior to this Proxy Statement. This
Proxy Statement and the enclosed proxy were mailed to stockholders on or about
February 2, 1999. The principal executive offices of the Company are located at
321 Railroad Avenue, Greenwich, Connecticut 06830 (telephone: 203-863-8200; fax:
203-861-6755).
PROPOSAL 1. ELECTION OF DIRECTORS
Pursuant to Section 6.2 of the Articles of Incorporation, the Directors are
divided into three classes serving three-year terms. Two Directors, comprising
Class II, are to be elected at the Meeting. Messrs. Peter Herrick and Paul D.
Paganucci have been nominated for election as Directors to hold office until the
year 2002 Annual Meeting and until their successors have been elected and shall
qualify.
<PAGE>
CLASS II
(TO BE NOMINATED FOR ELECTION BY
HOLDERS OF COMMON SHARES AND CLASS A
COMMON SHARES TO SERVE FOR THREE YEARS)*
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION DIRECTOR
FOR THE PAST FIVE YEARS CONTINUOUS TERM TO
NAME AND CURRENT DIRECTORSHIPS AGE SINCE EXPIRE
- ----------------------- -------------------------------------------------- ----- ------------ --------
<S> <C> <C> <C> <C>
Peter Herrick (A)(E) Retired Vice Chairman (1990-1992) and Director, 71 1990 2002
The Bank of New York; President and Chief
Operating Officer, The Bank of New York (Feb-
ruary 1982 to June 1990); President and Director,
The Bank of New York Company, Inc. (February 1984
to March 1992); Member, New York State Banking
Board (June 1990 to April 1993); Director, BNY
Hamilton Funds, Inc.
Paul D. Paganucci (A) Chairman, Ledyard National Bank (since April 67 1984 2002
1991); Chairman of the Executive Committee of W.R.
Grace & Co. (July 1989 to March 1991); Vice
Chairman, W.R. Grace & Co. (November 1986 to July
1989); formerly Vice President and Treasurer of
Dartmouth College (July 1977 to December 1985);
Director, Filene's Basement, Inc.; Director,
Allmerica Securities Trust, Inc.; Director, IGI,
Inc.; Trustee, Colby College; Director, The Grace
Institute.
</TABLE>
- ----------
* James O. York, a member of the Class II group of Directors, has
decided not to stand for re-election.
CLASS III
(TERM OF OFFICE EXPIRES IN 2000)
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION DIRECTOR
FOR THE PAST FIVE YEARS CONTINUOUS TERM TO
NAME AND CURRENT DIRECTORSHIPS AGE SINCE EXPIRE
- -------------------------- -------------------------------------------------- ----- ------------ --------
<S> <C> <C> <C> <C>
Robert R. Douglass (C) Of Counsel, Milbank, Tweed, Hadley and McCloy; 67 1991 2000
Chairman and Director, Cedel; Retired Vice
Chairman and Director, The Chase Manhattan
Corporation (1985 to 1993); Executive Vice
President, General Counsel and Secretary, The
Chase Manhattan Corporation (1976 to 1985);
Trustee, Dartmouth College (1983 to 1993);
Chairman, Downtown Lower Manhattan Association;
Chairman of Alliance for Downtown New York;
Director, Business Council for the United Nations;
Member, Council on Foreign Relations; Director,
Gryphon Holdings, Inc.
George H.C. Lawrence (C) President and Chief Executive Officer, Lawrence 61 1988 2000
Investing Company, Inc. (since 1970); Director,
Urstadt Property Company, Inc.; Trustee, Sarah
Lawrence College; Director, Westchester County
Association; Senior Vice President and Director,
Kensico Cemetery; Director, CLX Energy.
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION DIRECTOR
FOR THE PAST FIVE YEARS CONTINUOUS TERM TO
NAME AND CURRENT DIRECTORSHIPS AGE SINCE EXPIRE
- -------------------------- ------------------------------------------------ ----- ------------ --------
<S> <C> <C> <C> <C>
Charles J. Urstadt (E) Chairman of the Board of Directors and Chief 70 1975 2000
Executive Officer of the Company (since Septem-
ber 1989); Chairman and Director, Urstadt Prop-
erty Company, Inc. (a real estate investment
corporation); Trustee Emeritus, Pace University;
Advisory Director, Putnam Trust Company; Trustee,
Historic Hudson Valley; Retired Trustee, Teachers
Insurance and Annuity Association.
</TABLE>
CLASS I
(TERM OF OFFICE EXPIRES IN 2001)
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION DIRECTOR
FOR THE PAST FIVE YEARS CONTINUOUS TERM TO
NAME AND CURRENT DIRECTORSHIPS AGE SINCE EXPIRE
- ------------------------ ------------------------------------------------- ----- ------------ --------
<S> <C> <C> <C> <C>
Willing L. Biddle (E) President and Chief Operating Officer of the 37 1997 2001
Company since December 1996; Executive Vice
President from March 1996 to December 1996;
Senior Vice President-Management from June 1995
to March 1996; and Vice President -- Retail from
April 1993 to June 1995; Vice President, Levites
Realty Management Corp. (1989-1993) Commercial
Lending Officer, Chase Manhattan Bank
(1983-1988); Executive Committee Member, Real
Estate Finance Association.
E. Virgil Conway (C) Chairman, Metropolitan Transportation Authority 69 1989 2001
(since 1995); Former Chairman, Financial Ac-
counting Standards Advisory Council (1992-1995);
Financial Consultant and Corporate Director
(since January 1989); Chairman and Director, The
Seamen's Bank for Savings, FSB (1969-1989);
Trustee, Consolidated Edison Company of New York,
Inc.; Director, Union Pacific Corporation;
Trustee, Phoenix Duff & Phelps Mutual Funds;
Trustee, Atlantic Mutual Insurance Company;
Director, Centennial Insurance Company; Chairman,
Trism, Inc.; Director, AccuHealth, Inc.;
Chairman, New York Housing Partnership
Development Corporation; Vice Chairman, Academy
of Political Science; Trustee, Pace University.
Charles D. Urstadt (E) Senior Director, Brown Harris Stevens, LLC; 39 1997 2001
(since 1992). President and Director, Urstadt
Property Company, Inc. (since 1984); Publisher,
New York Construction News (1984-1992); Member,
Board of Consultants of the Company (1991-1997);
Director, Friends of Channel 13; Board Member,
New York State Board for Historic Preservation;
Former Director, New York Building Congress
(1988-1992).
</TABLE>
- ----------
(A) Member of Audit Committee
(C) Member of Compensation Committee
(E) Member of Executive Committee
3
<PAGE>
During the fiscal year ended October 31, 1998, the Directors held five
meetings. The Directors have three standing committees: an Audit Committee, an
Executive Committee and a Compensation Committee. Each Director attended at
least 75% of the aggregate total number of meetings held during the fiscal year
by the Directors and by all committees of which such Director is a member.
The Audit Committee held two meetings during the fiscal year ended October
31, 1998. The Audit Committee recommends to the Directors the independent public
accountants to be engaged by the Company, reviews with the Company's independent
public accountants and management the Company's internal accounting procedures
and controls, and reviews with the Company's independent public accountants the
scope and results of the auditing engagement. Messrs. Peter Herrick, Paul D.
Paganucci and James O. York are the current members of the Audit Committee.
The Executive Committee held one meeting during the fiscal year ended
October 31, 1998. In general, the Executive Committee may exercise such powers
of the Directors between meetings of the Directors as may be delegated to it by
the Directors (except for certain powers of the Directors which may not be
delegated). Messrs. Willing L. Biddle, Peter Herrick, Charles D. Urstadt, and
Charles J. Urstadt are the current members of the Executive Committee.
The Compensation Committee, which makes recommendations to the Directors
concerning compensation and administers the Company's Stock Option Plan and
Restricted Stock Plan, held one meeting during the fiscal year ended October 31,
1998. Messrs. E. Virgil Conway, Robert R. Douglass and George H.C. Lawrence are
the current members of the Compensation Committee.
The Directors do not have a nominating committee but act as a group on such
matters.
Section 16(a) Beneficial Ownership Reporting Compliance. Section 16(a) of
the Securities Exchange Act of 1934, as amended, requires the Directors and
officers, and persons who own more than 10% of a registered class of the
Company's equity securities, to file initial reports of ownership and reports of
changes in ownership of such equity securities with the Securities and Exchange
Commission ("SEC"). Such persons are also required by SEC regulations to furnish
the Company with copies of all Section 16(a) forms they file. Based solely on a
review of the copies of such forms furnished to the Company, or written
representations that no Forms 5 were required, the Company believes that, with
respect to the period from November 1, 1997 through October 31, 1998, its
Directors, officers and greater than 10% beneficial owners complied with all
Section 16(a) filing requirements.
At the Annual Meeting, the stockholders of the Company will be requested to
elect two Directors, comprising Class II. The affirmative vote of the holders of
not less than a majority of the total combined voting power of all classes of
stock entitled to vote and present, in person or by properly executed proxy, at
the Annual Meeting will be required to elect a Director.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR
APPROVAL OF THE NOMINEES FOR ELECTION AS DIRECTORS
4
<PAGE>
PROPOSAL 2. RATIFICATION OF APPOINTMENT OF
INDEPENDENT AUDITORS OF THE COMPANY
Arthur Andersen LLP, independent auditors, provided auditing services to
the Company during the fiscal year ended October 31, 1998. The Directors have,
subject to ratification by the stockholders of the Company, appointed Arthur
Andersen LLP to audit the financial Statements of the Company for the ensuing
fiscal year and recommend to the stockholders that such appointment be ratified.
Representatives of Arthur Andersen LLP will be present at the Annual Meeting,
with the opportunity to make a statement if they so desire. Such representatives
will also be available to respond to appropriate questions.
The affirmative vote of the holders of not less than a majority of the
total combined voting power of all classes of stock entitled to vote and
present, in person or by properly executed proxy, at the Annual Meeting will be
required to ratify the appointment of Arthur Andersen LLP as independent
auditors of the Company.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR
RATIFICATION OF THE APPOINTMENT OF ARTHUR ANDERSEN LLP
AS INDEPENDENT AUDITORS OF THE COMPANY.
PROPOSAL 3. SHAREHOLDER PROPOSAL
The Board of Directors has been informed that Mr. Jay Gouline, 2647 North
Charles Street, Suite 100, Baltimore, Maryland 21218, beneficial owner of 17,700
shares of Common Stock and 17,700 shares of Class A Common Stock, intends to
present the following proposal for consideration and action at the Annual
Meeting:
"PROPOSAL: I move that the actions taken by the Board of Directors on June
16, 1998 with regards to the creation of Class A Common Stock be reversed.
REASONS: It is my judgment that the actions taken by the Board of Directors
on June 16, 1998 have been detrimental to the market value of Urstadt Biddle
Properties stock. On January 2, 1998 the stock traded for $20.25. On June 16,
1998, the shares closed at a price of $18.00. During the four week time frame
immediately following the ex dividend date for the stock dividend, the combined
security traded as low as $17.00 on August 14, 1998, or a 16.1% decrease in
market value from January 2, 1998. The officers and directors have worked very
hard to improve the financial performance of the firm. I applaud them for their
success. However, because the value of the combined securities has continued to
decline in value from the date of the announcement, it is my opinion that the
goals as stated by Management in their information statement of August 3, 1998
of the stock dividend have not been realized and therefore should be reversed."
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST PROPOSAL 3.
The Board of Directors unanimously recommends a vote AGAINST the
shareholder's proposal to reverse the creation of Class A Common Stock because
it is NOT in the Company's and ultimately our shareholders' best interests.
Pursuant to the authority vested in the Board under the Maryland General
Corporation Law and the Company's Articles of Incorporation, on June 16, 1998
the Board established the Class A Common Stock and declared a special stock
dividend (the "Stock Dividend") on the shares of Common Stock consisting of one
share of Class A Common Stock for each share of Common Stock outstanding at the
close of business on July 31, 1998 (the "Stock Dividend Record Date"). The Stock
Dividend was paid on August 14, 1998 to stockholders of record at the close of
business on the Stock Dividend Record Date.
In connection with the Stock Dividend, the Company distributed to its
stockholders an Information Statement dated August 3, 1998 (the "Information
Statement") describing the Stock Dividend, the Class A Common Stock and the
reasons for and effects of the Stock Dividend. The Information Statement was
filed with the SEC as an exhibit to the Current Report on Form 8-K dated August
3, 1998 (the "Form 8-K"). Set forth below is a summary of the information
contained in the Information Statement, which is qualified by reference to the
actual Information Statement, copies of which may be obtained by stockholders
upon request to the Company without charge or through the SEC as set forth under
"Available Information" below.
5
<PAGE>
As noted above, the holders of the Common Stock are entitled to one vote
per share and the holders of the Class A Common Stock are entitled to 1/20 of
one vote per share, in each case on all matters submitted for vote at all
meetings of stockholders of the Company. Generally, holders of Common Stock and
Class A Common Stock vote together as a single class and not as separate
classes. Each share of Common Stock and Class A Common Stock has identical
rights with respect to dividends and distributions, except that (i) with respect
to regular quarterly cash dividends, each share of Class A Common Stock entitles
the holder thereof to receive not less than 110% of amounts paid on each share
of Common Stock, (ii) stock dividends on the Common Stock may be paid in shares
of Common Stock or Class A Common Stock, and (iii) stock dividends on the Class
A Common Stock may be paid only in shares of Class A Common Stock. Except as set
forth above, the rights of the holders of Common Stock and Class A Common Stock
are identical and the Common Stock and Class A Common Stock both trade on the
New York Stock Exchange.
The Board believes, after careful consideration of various factors,
including advice received from its financial and legal advisors, that the
creation of a capital structure with both voting and lesser voting common shares
also offers a number of additional potential benefits to the Company and its
stockholders, which are described below.
Financing Flexibility. The Board believes that the establishment of the
Class A Common Stock and the payment of the Stock Dividend (1) provide the
Company with flexibility to issue Common Stock or Class A Common Stock or a
combination thereof or other securities convertible into such Common Stock or
Class A Common Stock to raise equity capital to finance acquisitions of
properties and the growth of the Company and to utilize such securities as
consideration in connection with the acquisition of properties by the Company
and for employee compensation purposes, in each case without diluting the voting
power of the Company's existing stockholders (including Mr. Charles J. Urstadt,
the Chairman and Chief Executive Officer of the Company who beneficially owns
approximately 25.6% of the outstanding Common Stock), and (2) enable
stockholders of the Company to sell portions of their equity interests in the
Company without proportionately reducing their voting interests in the Company.
Stockholder Flexibility. With the establishment and issuance of the Class A
Common Stock, stockholders have the flexibility to dispose of a portion of their
equity interest in the Company without necessarily affecting their relative
voting power. Since the Class A Common Stock carries with it a lesser voting
power than the Common Stock, stockholders desiring to maintain their relative
voting positions are able to do so even if they decide to sell or otherwise
dispose of a significant portion of their equity interest in the Company by
disposing of shares of Class A Common Stock while retaining shares of Common
Stock.
Continuity. The creation of the Class A Common Stock gives the Company the
flexibility to issue Class A Common Stock or some combination of Class A Common
Stock and Common Stock for financing, acquisition and compensation purposes
without materially diluting the voting power of the Company's existing
stockholders, including Mr. Urstadt, although their equity interests would be
diluted. Accordingly, the Class A Common Stock encourages stability and reduces
the risk of disruption in the continuity of the Company's current operating
policies and long-range strategy that might otherwise result if Mr. Urstadt were
to dispose of a significant percentage of his shares of Common Stock.
In connection with the Stock Dividend the Board also considered certain
other factors, including Mr. Urstadt's shareholdings. Mr. Urstadt is currently
the beneficial owner of approximately 25.6% of the outstanding shares of Common
Stock and approximately 24.6% of the outstanding shares of Class A Common Stock.
Should Mr. Urstadt sell shares of Class A Common Stock and purchase additional
shares of Common Stock, Mr. Urstadt could increase his percentage voting power.
Depending upon the actual number of shares of Common Stock acquired by Mr.
Urstadt, his position could make it more difficult for a third party to effect
an unsolicited take-over attempt or to replace the current members of the Board
of Directors of the Company, thereby possibly depriving stockholders of the
Company of an opportunity to sell their shares at a premium over prevailing
market prices. While Mr. Urstadt has no present plans or arrangements to acquire
or dispose of any shares of Common Stock or Class A Common Stock, it is possible
that he could dispose of shares of Class A Common Stock and acquire shares of
Common Stock, and it is his current intention that if he were to acquire or
dispose of any shares, he would acquire shares of Common Stock and dispose of
shares of Class A Common Stock. Any such purchases and sales would be dependent
upon a number of factors, including market conditions, availability of the
shares, market prices and other factors.
Mr. Gouline states that the goals of the Stock Dividend have not been
realized. The Board of Directors believes that the stated goals of the Stock
Dividend are being and will continue to be realized
6
<PAGE>
in that the issuance of Class A Common Stock provides the Company with, among
other things, greater flexibility to raise equity capital to finance property
acquisitions and further the growth of the Company. The Board of Directors
believes that the issuance of Class A Common Stock as consideration in
connection with the acquisition of properties will increase the asset base and
capital of the Company without diluting the voting power of the Company's
existing stockholders, including Mr. Urstadt. For example, the Company utilized
Class A Common Stock in this manner to facilitate its most recent shopping
center acquisition in Briarcliff, New York.
Mr. Gouline's statement implies that the change in the Company's market
price from January 2, 1998 (six months prior to the announcement of the Stock
Dividend) to August 14, 1998 (the date the Stock Dividend was distributed) was
attributable to the Stock Dividend. The Board of Directors believes that the
market price for the Company's shares on any particular day or during any
particular period are inherently dependent upon numerous factors, including
general market conditions. The Board believes that there is no direct
correlation between the change in stock price cited in the Shareholder Proposal
and the formation of the Class A Common Stock. Notwithstanding Mr. Gouline's
statement, as the Performance Graph on Page 15 of this Proxy Statement
indicates, the Company's total return to its common stockholders has
out-performed the NAREIT All-REIT Index (a peer group index) over the last five
year period.
For the reasons set forth above, the Board of Directors of the Company does
not believe that the Shareholder Proposal is in the best interests of the
Company or its stockholders. If, however, the Shareholder Proposal is approved
by the stockholders of the Company at the Annual Meeting, the Board of Directors
will consider such actions as may be practicable under the circumstances to
attempt to place the stockholders of the Company in substantially the same
position as such stockholders would have been in had the Stock Dividend not been
declared or paid. One such action would include a recapitalization of the
Company pursuant to which all outstanding common shares would be exchanged for
one class of common shares having the same rights, including voting and dividend
rights, as currently attach to the Company's existing shares of Common Stock. In
such event, the higher dividend on Class A Common Stock would be eliminated.
The affirmative vote of the holders of not less than a majority of the
total combined voting power of all classes of stock entitled to vote and
present, in person or by properly executed proxy, at the Annual Meeting will be
required to approve the Shareholder Proposal.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE AGAINST
APPROVAL OF THE SHAREHOLDER PROPOSAL.
7
<PAGE>
SECURITY OWNERHSIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following tables set forth certain information as of January 6, 1999
available to the Company with respect to the shares of the Company (i) held by
those persons known to the Company to be the beneficial owners (as determined
under the rules of the SEC) of more than 5% of the Common Shares and Class A
Common Shares then outstanding and (ii) held by each of the Directors, each of
the executive officers named in the Summary Compensation Table below, and by all
of the Directors and such executive officers as a group:
5% BENEFICIAL OWNERS
<TABLE>
<CAPTION>
CLASS A
NAME AND ADDRESS OF COMMON SHARES PERCENT OF COMMON SHARES PERCENT
BENEFICIAL OWNER BENEFICIALLY OWNED CLASS BENEFICIALLY OWNED OF CLASS
- --------------------------------- ------------------------ ------------ ------------------------ ---------
<S> <C> <C> <C> <C>
Charles J. Urstadt .............. 1,570,785(1)(2) 25.6% 1,503,191(3)(4) 24.6%
Urstadt Biddle Properties Inc.
321 Railroad Ave
Greenwich, CT 06830
Countryside Square
Limited Partnership(5) ......... 600,000 9.8% 600,000 9.9%
c/o Urstadt Biddle Properties
321 Railroad Ave
Greenwich, CT 06830
Grace & White, Inc.(6) .......... 324,100 5.3% 324,100 5.3%
515 Madison Ave, Suite 1700
New York, NY 10022
</TABLE>
- ----------
(1) Of these shares, 50,000 are owned by Urstadt Property Company, Inc., a
company of which Mr. Urstadt is the chairman, a director and a principal
stockholder, 900,000 shares are owned by two irrevocable trusts established
for Mr. Urstadt's adult children and 57,000 shares are owned by Elinor
Urstadt, Mr. Urstadt's wife. The figure excludes 76,690 shares issuable
upon exercise of options which are not currently exercisable and which will
not become exercisable within 60 days, but includes 502,421 shares issuable
upon exercise of options exercisable within 60 days. See "Compensation and
Transactions with Management and Others" below. The figure also excludes
49,160 cash appreciation rights, all of which are exercisable within 60
days.
(2) This figure assumes, in connection with the determination of the number of
Common Shares issuable upon exercise of options exercisable within 60 days,
that Mr. Urstadt will elect the Common Stock Option (as defined in "Report
of Compensation Committee on Executive Compensation" below) with respect to
all of such options. See "Report of Compensation Committee on Executive
Compensation" for information with respect to certain modifications of
outstanding options granted under the Company's Stock Option Plan as of
August 14, 1998, the date of the Stock Dividend. If Mr. Urstadt elects the
Combination Option (as defined below) or the Class A Stock Option (as
defined below) with respect to all such options, the number of Common
Shares issuable upon exercise of options exercisable within 60 days, the
total number of Common Shares beneficially owned and the Percent of Class
would be less.
(3) Of these shares, 900,000 shares are owned by two irrevocable trusts
established for Mr. Urstadt's adult children and 43,000 shares are owned by
Elinor Urstadt, Mr. Urstadt's wife. The figure excludes 76,169 shares
issuable upon exercise of options which are not currently exercisable and
which will not become exercisable within 60 days, but includes 499,002
shares issuable upon exercise of options exercisable within 60 days. See
"Compensation and Transactions with Management and Others" below. This
figure also excludes 48,826 cash appreciation rights, all of which are
exercisable within 60 days.
(4) This figure assumes, in connection with the determination of the number of
Class A Common Shares issuable upon exercise of options exercisable within
60 days, that Mr. Urstadt will elect the Class A Stock Option with respect
to all of such options. See "Report of Compensation Committee on Executive
Compensation" for information with respect to certain modifications of
outstanding options granted under the Company's Stock Option Plan as of
August 14, 1998, the date of the Stock Dividend. If Mr. Urstadt elects the
Combination Option or the Common Stock Option with respect to all such
options, the number of Class A Common Shares issuable upon exercise of
options exercisable within 60 days, the total number of Class A Common
Shares beneficially owned and the Percent of Class would be less.
(5) Pursuant to the terms of a Limited Partnership Agreement of Countryside
Square Limited Partnership (the "Partnership") dated as of November 22,
1996 (the "Partnership Agreement") by and among the Company, as general
partner, and the limited partners signatory thereto, the limited partners
contributed to the capital of the Partnership the 600,000 Common Shares
previously held by such limited partners. The Partnership was issued
600,000 Class A Common Shares pursuant to the Stock Dividend.
(6) Based upon information contained in Amendment No.#1 to Schedule 13 G filed
with the SEC on February 12, 1997.
8
<PAGE>
DIRECTORS AND OFFICERS
<TABLE>
<CAPTION>
COMMON SHARES CLASS A
BENEFICIALLY PERCENT OF COMMON SHARES PERCENT
NAME OWNED(1) CLASS(1) BENEFICIALLY OWNED(2) OF CLASS(2)
- ----------------------------------------- ----------------------- ------------ ----------------------- ------------
<S> <C> <C> <C> <C>
Charles J. Urstadt ...................... 1,570,785(3) 25.6% 1,503,191(4) 24.6%
Willing L. Biddle ....................... 78,675(15) 1.3% 62,075(15) 1.0%
E. Virgil Conway ........................ 20,265(5)(6) * 20,171(7)(8) *
Robert R. Douglass ...................... 16,899(6)(9) * 22,818(8)(10) *
Peter Herrick ........................... 36,765(5)(6) * 30,671(7)(8) *
George H.C. Lawrence .................... 29,299(6)(11) * 29,259(8)(12) *
Paul D. Paganucci ....................... 15,765(5)(6) * 15,671(7)(8) *
Charles D. Urstadt ...................... 0(6) * 0(8) *
James O. York ........................... 10,033(6)(6A) * 10,006(8)(8A) *
James R. Moore .......................... 51,666(13) * 51,666(13) *
Raymond P. Argila ....................... 33,666(14) * 33,666(14) *
Directors & Executive Officers as a group
(11) persons ........................... 1,863,818 (16) 30.3% 1,779,194(17) 29.1%
</TABLE>
- ----------
* Less than 1%
(1) The figures presented in this column (except for those relating to
Willing L. Biddle, James R. Moore and Raymond P. Argila) assume, in
connection with the determination of the number of Common Shares
issuable upon exercise of options exercisable within 60 days by the
respective individuals listed below, that such individuals will elect
the Common Stock Option with respect to all of such options. See
"Report of Compensation Committee on Executive Compensation" for
information with respect to certain modifications of outstanding
options granted under the Company's Stock Option Plan as of August 14,
1998, the date of the Stock Dividend. If any such individual elects
the Combination Option or the Class A Stock Option with respect to any
or all of such options, the number of Common Shares issuable upon
exercise of options exercisable within 60 days, the total number of
Common Shares beneficially owned and the Percent of Class would be
less for such individual.
(2) The figures presented in this column (except for those relating to
Willing L. Biddle, James R. Moore and Raymond P. Argila) assume, in
connection with the determination of the number of Class A Common
Shares issuable upon exercise of options exercisable within 60 days by
the respective individuals listed below, that such individuals will
elect the Class A Stock Option with respect to all of such options.
See "Report of Compensation Committee on Executive Compensation" for
information with respect to certain modifications of outstanding
options granted under the Company's Stock Option Plan as of August 14,
1998, the date of the Stock Dividend. If any such individual elects
the Combination Option or the Common Stock Option with respect to any
or all of such options, the number of Class A Common Shares issuable
upon exercise of options exercisable within 60 days, the total number
of Class A Common Shares beneficially owned and the Percent of Class
would be less for such individual.
(3) This figure includes 50,000 Common Shares owned by Urstadt Property
Company Inc., 900,000 Common Shares owned by two irrevocable trusts
established for Mr. Urstadt's adult children, and 57,000 Common Shares
owned by Elinor Urstadt, Mr. Urstadt's wife. This figure excludes
51,127 Common Shares issuable upon exercise of options which are not
currently exercisable and which will not become exercisable within 60
days, but includes 527,985 Common Shares issuable upon exercise of
options exercisable within 60 days. The figure also excludes 49,160
cash appreciation rights all of which are exercisable within 60 days.
See "Compensation and Transactions with Management and Others" below.
(4) This figure includes 900,000 Class A Common Shares owned by two
irrevocable trusts established for Mr. Urstadt's adult children, and
43,000 Class A Common Shares owned by Elinor Urstadt, Mr. Urstadt's
wife. This figure excludes 50,779 Class A Common Shares issuable upon
exercise of options which are not currently exercisable and which will
not become exercisable within 60 days, but includes 524,391 Class A
Common Shares issuable upon exercise of options exercisable within 60
days. This figure also excludes 48,826 cash appreciation rights all of
which are exercisable within 60 days. See "Compensation and
Transactions with Management and Others" below.
(5) This figure includes 13,765 Common Shares issuable upon exercise of
options which are currently exercisable or which will become
exercisable within 60 days. See "Compensation and Transactions with
Management and Others" below.
(6) This figure excludes 1,966 Common Shares issuable upon exercise of
options which are not currently exercisable and which will not become
exercisable within 60 days. See "Compensation and Transactions with
Management and Others" below.
9
<PAGE>
(6A) This figure includes 3,933 Common Shares issuable upon exercise of
options which are currently exercisable or which will become
exercisable within 60 days. See "Compensation and Transactions with
Management and Others" below.
(7) This figure includes 13,671 Class A Common Shares issuable upon
exercise of options which are currently exercisable or which will
become exercisable within 60 days. See "Compensation and Transactions
with Management and Others" below.
(8) This figure excludes 1,953 Class A Common Shares issuable upon
exercise of options which are not currently exercisable and which will
not become exercisable within 60 days. See "Compensation and
Transactions with Management and Others" below.
(8A) This figure includes 3,906 Class A Common Shares issuable upon
exercise of options which are currently exercisable or which will
become exercisable within 60 days. See "Compensation and Transactions
with Management and Others" below.
(9) This figure includes 11,799 Common Shares issuable upon exercise of
options which are currently exercisable or which will become
exercisable within 60 days. See "Compensation and Transactions with
Management and Others" below.
(10) This figure includes 11,718 Class A Common Shares issuable upon
exercise of options which are currently exercisable or which will
become exercisable within 60 days. See "Compensation and Transactions
with Management and Others" below.
(11) This figure includes 5,899 Common Shares issuable upon exercise of
options which are currently exercisable or which will become
exercisable within 60 days. See "Compensation and Transactions with
Management and Others" below.
(12) This figure includes 5,859 Class A Common Shares issuable upon
exercise of options which are currently exercisable or which will
become exercisable within 60 days. See "Compensation and Transactions
with Management and Others" below.
(13) This figure includes 29,250 Common Shares and Class A Common Shares
issuable upon exercise of options which are currently exercisable or
which will become exercisable within 60 days. This figure excludes
4,250 Common Shares and Class A Common Shares issuable upon exercise
of options which are not currently exercisable and which will not
become exercisable within 60 days. See "Compensation and Transactions
with Management and Others" below.
(14) This figure includes 17,000 Common Shares and Class A Common Shares
issuable upon exercise of options which are currently exercisable or
which will become exercisable within 60 days. This figure excludes
3,000 Common Shares and Class A Common Shares issuable upon exercise
of options which are not currently exercisable and which will not
become exercisable within 60 days. See "Compensation and Transactions
with Management and Others" below.
(15) This figure includes 14,375 Common Shares and Class A Common Shares
issuable upon exercise of options which are currently exercisable or
which will become exercisable within 60 days. This figure excludes
4,625 Common Shares and Class A Common Shares issuable upon exercise
of options which are not currently exercisable and which will not
become exercisable within 60 days. Mr. Biddle is the son-in-law of Mr.
Urstadt. See "Compensation and Transactions with Management and
Others" below.
(16) This figure excludes 76,764 Common Shares issuable upon exercise of
options which are not currently exercisable and which will not become
exercisable within 60 days, but includes 651,536 Common Shares
issuable upon exercise of options which are exercisable within 60
days. This figure also excludes 49,160 cash appreciation rights all of
which are exercisable within 60 days.
(17) This figure excludes 76,325 Class A Common Shares issuable upon
exercise of options which are not currently exercisable and which will
not become exercisable within 60 days, but includes 647,512 Class A
Common Shares issuable upon exercise of options which are exercisable
within 60 days. This figure also excludes 48,826 cash appreciation
rights all of which are exercisable within 60 days.
10
<PAGE>
COMPENSATION AND TRANSACTIONS WITH MANAGEMENT AND OTHERS
Executive Officer Compensation
There is set forth below information concerning the annual and long-term
compensation paid by the Company during each of the three years ended October
31, 1998 to those persons who were, at October 31, 1998 (i) the chief executive
officer and (ii) the three other most highly compensated executive officers of
the Company constituting the only persons who were serving as executive officers
at such date.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
NAME AND PRINCIPAL RESTRICTED # OPTIONS ALL OTHER
POSITION YEAR SALARY BONUS TOTAL STOCK(1) SARS COMPENSATION*
- ----------------------------- ------ ----------- ---------- ----------- ------------ --------------- --------------
<S> <C> <C> <C> <C> <C> <C> <C>
Charles J. Urstadt, ......... 1998 $256,000 $40,000 $296,000 $402,500 0 $15,333
Chief Executive Officer 1997 $240,000 $50,000 $290,000 $256,875 0 $14,500
1996 $240,000 $50,000 $290,000 $ 0 52,000(2) $14,165
Willing L. Biddle, .......... 1998 $197,612 $30,000 $227,612 $301,875 0 $11,381
President and Chief 1997 $180,833 $70,000 $250,833 $342,500 0 $12,504
Operating Officer 1996 $146,250 $15,000 $161,250 $ 0 9,500 $ 8,063
James R. Moore, ............. 1998 $168,542 $20,000 $188,542 $115,719 0 $ 9,427
Executive Vice President 1997 $158,333 $15,000 $173,333 $ 85,625 0 $ 8,667
1996 $147,292 $15,000 $162,292 $ 0 8,500 $ 8,115
Raymond P. Argila, .......... 1998 $139,700 $ 6,000 $145,700 $ 50,313 0 $ 7,285
Senior Vice President 1997 $136,255 $ 6,000 $142,255 $ 42,812 0 $ 7,113
1996 $131,167 $10,000 $141,167 $ 0 6,000 $ 7,058
</TABLE>
- ----------
* Consists of a discretionary contribution by the Company to the Company's
Profit Sharing and Savings Plan (the "401(k) Plan") allocated to an account
of the named executive officer and related excess benefit compensation.
(1) Amounts shown represent the dollar value on the date of grant. The
aggregate number of shares of restricted stock held on October 31, 1998 and
the value thereof as of such date were as follows: (Urstadt:35,000 Class A
Common Shares and Common Shares ($562,188), Biddle: 35,000 Class A Common
Shares and Common Shares ($562,188), Moore: 10,750 Class A Common Shares
and Common Shares ($172,672) and Argila: 5,000 Class A Common Shares and
Common Shares ($80,313). Restricted Stock vests at the end of five years.
Dividends on shares of restricted stock are paid as declared.
(2) This figure assumes that Mr. Urstadt will elect the Combination Option with
respect to all options granted to him prior to August 14, 1998, the date of
the Stock Dividend. See "Report of Compensation Committee on Executive
Compensation" for information with respect to certain modifications of
outstanding options granted under the Company's Stock Option Plan as of
August 14, 1998, the date of the Stock Dividend. If Mr. Urstadt elects the
Common Stock Option or the Class A Stock Option with respect to any or all
such options, this figure would be less.
Director Compensation
Other than Messrs. Urstadt and Biddle, each Director is entitled to an
annual retainer of $16,000 and compensation of $1,200 for each Director meeting
and each committee meeting attended. Directors may elect to defer payment of any
fees until they leave office. The Company paid annual interest of 7.5% on
deferred Director fees during the fiscal year ended October 31, 1998 and
currently accrues 7.5% annual interest on deferred Director fees.
Excess Benefit and Deferred Compensation Plan
Effective November 1, 1995, the Directors adopted the Urstadt Biddle
Properties Inc. Excess Benefit and Deferred Compensation Plan, a non-qualified
deferred compensation plan. The Plan is intended to provide eligible employees
with benefits in excess of the amounts which may be provided under the
11
<PAGE>
Company's tax-qualified Profit Sharing and Savings Plan (a 401(K) plan), and to
provide such employees with the opportunity to defer receipt of a portion of
their compensation. Participation is limited to those employees who earn above
the limit on compensation under the Company's Profit Sharing and Savings Plan,
currently $160,000.
Under the Plan, a participant is credited with an amount equal to the
contributions which would have been credited to the participant if the $160,000
compensation limitation under the Profit Sharing and Savings Plan did not apply.
Amounts credited under the Plan vest under the same rules as under the
Profit Sharing and Savings Plan. In addition, each Participant may elect to
defer the receipt of a portion of his or her compensation until a later date.
Amounts credited under the Plan are increased with interest at a rate set from
time to time by the Compensation Committee. For the fiscal year ended October
31, 1998, the Company paid annual interest of 7.5% on deferred compensation
accounts. In the event of a change of control (as defined in the Plan), the
Compensation Committee may in its discretion accelerate the vesting of benefits
under the Plan.
Change of Control Agreements
The Company has agreements with each of its executive officers, Messrs.
Urstadt, Biddle, Moore and Argila, under which, in certain circumstances
following a Change of Control of the Company (as defined in such agreements),
the Company would pay severance benefits to such persons. If, within 18 months
following the Change of Control, the Company terminates the executive's
employment other than for cause, or if the executive elects to terminate his
employment with the Company for reasons specified in the agreement, the Company
will make a severance payment equal to a portion of such person's base salary,
together with medical and other benefits during such period. Messrs. Urstadt,
Biddle, Moore and Argila would each receive a severance payment equal to their
respective twelve month salaries plus benefits. The salaries of Messrs. Urstadt,
Biddle, Moore and Argila are currently $265,000, $205,000, $175,000 and
$144,000, respectively. Each of such agreements has an indefinite term.
Stock Options
Under the Company's Stock Option Plan ("Plan"), 418,271 shares of the
Company's authorized but unissued Common Shares and 418,271 shares of the
Company's Class A Common Shares have been reserved for issuance upon the
exercise of options or stock appreciation rights which have been or may be
granted under the Plan. The persons eligible to participate in the Plan are such
key employees of the Company as may be selected from time to time by the
Compensation Committee in its discretion, as well as non-employee Directors. The
Plan provides that each Director who is not a full-time employee or former
full-time employee of the Company will automatically be awarded options covering
1,000 Common Shares and 1,000 Class A Common Shares on April 1 of each year. The
Plan is administered by the Compensation Committee.
The Compensation Committee has authorized loans to finance the exercise of
incentive stock options granted to executive officers. The loans have a
five-year term, subject to extension at the discretion of the Compensation
Committee, bear interest at the prime rate plus 1/2% and are secured by a pledge
of the related shares. The loans become due on termination of employment by the
Company, but are automatically extended for seven months following termination
of employment other than for cause, and for 13 months following termination of
employment occurring after a Change of Control of the Company. Two such loans
are outstanding to James R. Moore and Raymond P. Argila, each in the principal
amount of $133,534.
12
<PAGE>
The following table sets forth, for the executive officers named in the
Summary Compensation Table, information concerning the fiscal year-end value of
unexercised options and SARs.
AGGREGATED OPTIONS/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END
OPTION/SAR VALUES
<TABLE>
<CAPTION>
# OF UNEXERCISED VALUE OF UNEXERCISED
CLASS A COMMON IN-THE-MONEY
AND COMMON SHARE OPTIONS/SARS AT
SHARES OPTIONS/SARS AT FY-END FY-END ($)
ACQUIRED ON VALUE -------------------------------- ----------------------------------
NAME EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---------------------------- ------------- ------------ ---------------- --------------- ----------------- ----------------
<S> <C> <C> <C> <C> <C> <C>
Charles J. Urstadt ......... -- -- 268,500(1) 26,000(1) $ 671,156(2) $ 36,625(2)
Willing L. Biddle .......... -- -- 14,375 4,625 $ 22,461 $ 5,633
James R. Moore ............. -- -- 29,250 4,250 $ 31,421 $ 5,547
Raymond P. Argila .......... -- -- 17,000 3,000 $ 27,125 $ 4,313
</TABLE>
- ----------
(1) These figures assume that Mr. Urstadt will elect the Combination Option
with respect to all options granted to him prior to August 14, 1998, the
date of the Stock Dividend. See "Report of Compensation Committee on
Executive Compensation" for information with respect to certain
modifications of outstanding options granted under the Company's Stock
Option Plan as of August 14, 1998, the date of the Stock Dividend. If Mr.
Urstadt elects the Common Stock Option or the Class A Stock Option with
respect to any or all of such options, these figures would be less.
(2) These figures assume that Mr. Urstadt will elect the Combination Option
with respect to all options granted to him prior to August 14, 1998, the
date of the Stock Dividend. See "Report of Compensation Committee on
Executive Compensation" for information with respect to certain
modifications of outstanding options granted under the Company's Stock
Option Plan as of August 14, 1998, the date of the Stock Dividend. If Mr.
Urstadt elects the Common Stock Option with respect to all such options,
the Value of Unexercised In-the-Money Options at FY-End($) Exercisable
would be $685,747 and the Value of Unexercised In-the-Money Options at
FY-End($) Unexercisable would be $38,889. If Mr. Urstadt elects the Class A
Stock Option with respect to all such options, the Value of Unexercised
In-the-Money Options at FY-End($) Exercisable would be $629,715 and the
Value of Unexercised In-the-Money Options at FY-End($) Unexercisable would
be $32,906.
Restricted Stock Plan
Under the Company's Restricted Stock Award Plan (the "Restricted Stock
Plan"), 250,000 shares, in the aggregate, of the Company's authorized but
unissued Common Shares and Class A Common Shares have been reserved for issuance
in connection with restricted stock awards which have been or may be granted
under the Restricted Stock Plan. The persons eligible to receive restricted
stock awards are selected by the Compensation Committee, in its discretion, from
management personnel who are considered to have significant responsibility for
the growth and profitability of the Company. The Restricted Stock Plan is
administered by the Compensation Committee.
Each restricted stock award is evidenced by a written agreement, executed
by both the relevant participant and the Company, setting forth all the terms
and conditions applicable to such award as determined by the Compensation
Committee. Such terms and conditions shall include (i) the length of the
restricted period of the award, (ii) the restrictions applicable to the award,
including (without limitation) the employment status rules governing forfeiture,
and the prohibition against the sale, assignment, transfer, pledge or other
encumbrance of the restricted stock during the restricted period, and (iii) the
eligibility to share in dividends and other distributions paid to the Company's
stockholders during the restricted period.
If the employment of a participant shall be terminated prior to the lapse
of the restricted period by reason of death or disability, the restrictions
shall lapse on such date. If the employment of a participant shall be terminated
prior to the lapse of the restricted period by reason of retirement, the
restricted period will continue as if that participant had remained in the
employment of the Company.
The Compensation Committee will have the authority to accelerate the time
at which the restrictions may lapse whenever it considers that such action is in
the best interests of the Company and of its stockholders, whether by reason of
changes in tax laws or otherwise. Restrictions will lapse immediately upon a
"change in control" (as defined in the Restricted Stock Plan) of the Company.
REPORT OF COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
The Compensation Committee, which is composed of three independent outside
Directors, is responsible for making recommendations to the Board concerning
compensation and for administering the Company's Stock Option Plan and
Restricted Stock Plan. The Compensation Committee considered a variety of
factors and criteria in arriving at its recommendations for compensation of the
Company's executive officers for fiscal 1998.
13
<PAGE>
The Committee believes that compensation should be structured so as to
provide incentives to the Company's officers to enhance the long-term
profitability of the Company. Thus, in making its recommendations regarding
compensation, the Committee attempts to align the financial interests of the
Company's executive officers with those of its stockholders.
In evaluating the potential long-term profitability of the Company and
making its fiscal 1998 compensation recommendations, the Committee considered
stock price, projected and actual cash flow, leasing activities, new
acquisitions and other factors in arriving at its conclusions. In 1997, the
stockholders approved the Restricted Stock Plan to provide the Company's key
executives with a direct incentive to improve the Company's profitability and
consequently, stockholder value. The Plan provides that restricted stock be held
for a specified time after it is issued before it can be sold or disposed of.
Thus, if the executive leaves the Company other than by retirement, the unvested
stock generally is forfeited. Restricted stock awards serve as both a reward for
performance and a retention device for key executives as well as aligning their
interests with all stockholders.
The Committee believes that the continued focus by the Chief Executive
Officer on financing, acquisitions and sales, leasing and cost containment, in
the face of a highly competitive market, warrants special recognition and that
such focus has positioned the Company for potential long-term profitability as
this strategy matures. The Committee recognized the leadership by Mr. Urstadt
during 1998 in all areas of management including particularly increasing
leasing, capital financing and debt reduction and acquisitions, which has
resulted in a 10% improvement in funds from operations in fiscal 1998. The
Committee recommended to the Board of Directors and the Board of Directors
approved an increase in Mr. Urstadt's annual salary to $265,000 and awarded him
a cash bonus of $40,000.
The Committee also awarded Mr. Urstadt 15,000 Class A Common Shares and
15,000 Common Shares of restricted stock. The amount of restricted stock was
determined by the Committee based on its judgment as to the appropriate amount
of incentive compensation that should be in the form of stock in order to meet
competitive compensation trends among REITs of comparable size.
On June 16, 1998, the Board of Directors declared the Stock Dividend on the
Common Stock and the Stock Dividend was paid on August 14, 1998 to holders of
record of the Common Stock as of the close of business on the Stock Dividend
Record Date.
In connection with the Stock Dividend, each of the officers' and directors'
options to purchase shares of Common Stock awarded prior to the Stock Dividend
(each an "Existing Option") is deemed to be, upon his election with respect to
each Existing Option: (i) an option (each, a "Common Stock Option") to purchase
such number of shares of Common Stock as shall be equal in aggregate fair market
value to the aggregate fair market value of the shares of Common Stock issuable
pursuant to the related Existing Option; (ii) an option (each, a "Class A Stock
Option") to purchase such number of shares of Class A Common Stock as shall be
equal in aggregate fair market value to the aggregate fair market value of the
shares of Common Stock issuable pursuant to the related Existing Option; or
(iii) an option (each, a "Combination Option") to purchase such number of shares
of Common Stock and such number of shares of Class A Common Stock, in each case,
as shall be equal to the number of shares of Common Stock issuable pursuant to
the related Existing Option.
The exercise price for the purchase of one share of Common Stock and/or one
share of Class A Common Stock pursuant to any Common Stock Option, Class A Stock
Option or Combination Option has been set according to the proportional
allocation of the exercise price for the purchase of one share of Common Stock
pursuant to the related Existing Option, such proportional allocation being
determined according to the fair market values of the underlying shares of
Common Stock (ex-Stock Dividend) and Class A Common Stock.
Compensation Committee:
E. Virgil Conway, Chairman
Robert R. Douglass
George H.C. Lawrence
14
<PAGE>
OTHER INFORMATION
PERFORMANCE GRAPH
The following graph compares, for the five-year period ended October 31,
1998, the Company's cumulative total return to its common stockholders with the
returns for the NAREIT All REIT Total Return Index (a peer group index)
published by the National Association of Real Estate Investment Trusts (NAREIT)
and for the S&P 500 Index for the same period.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN*
AMONG URSTADT BIDDLE PROPERTIES INC., THE S&P 500 INDEX AND
THE NAREIT ALL-REIT INDEX
[GRAPHIC OMITTED]
<TABLE>
<CAPTION>
10/93 10/94 10/95 10/96 10/97 10/98
----- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C>
UBP ..................... 100.00 104.44 111.54 129.62 166.51 228.00
S&P 500 ................. 100.00 103.87 131.33 162.98 215.32 262.66
NAREIT ALL-REIT ......... 100.00 93.47 106.61 134.13 176.75 150.67
</TABLE>
* $100 INVESTED ON 10/31/93 IN STOCK OR INDEX -- INCLUDING REINVESTMENT OF
DIVIDENDS, FISCAL YEAR ENDING OCTOBER 31.
On October 31 of each of 1993, 1994, 1995, 1996 and 1997, the only publicly
traded equity security of the Company was the Common Shares. In June 1998, the
Company established the Class A Common Shares and on August 14, 1998, the Stock
Dividend was paid, pursuant to which holders of the Common Shares received one
Class A Common Share for each outstanding Common Share. Since August 17, 1998,
both the Common Shares and the Class A Common Shares have been publicly traded
on the New
15
<PAGE>
York Stock Exchange. For the period in which both Common Shares and Class A
Common Shares were outstanding, performance data is based upon a combination of
the total returns of both classes. The stock price performance shown on the
graph is not necessarily indicative of future price performance.
SOLICITATION OF PROXIES AND VOTING PROCEDURES
The cost of soliciting proxies will be borne by the Company. In addition to
solicitation by mail, solicitations may also be made by personal interview,
facsimile transmission or telephone. Directors and officers of the Company may
participate in such solicitation and will not receive additional compensation
for such services. Arrangements will also be made with custodians, nominees and
fiduciaries for forwarding of proxy solicitation material to beneficial owners
of Company Common Shares and Class A Common Shares and the Company will
reimburse such custodians, nominees and fiduciaries for reasonable expenses
incurred in connection therewith. To assure the presence in person or by proxy
of the largest number of stockholders possible, D.F. King & Company has been
engaged to solicit proxies on behalf of the Company. It is anticipated that D.F.
King & Company will be paid a fee of $7,500 for its services.
The presence, either in person or by properly executed proxy, of a majority
of the Company's outstanding Common Shares and Class A Common Shares is
necessary to constitute a quorum at the Annual Meeting. Each Common Share
outstanding on the Record Date entitles the holder thereof to one vote and each
Class A Common Share outstanding on the Record Date entitles the holder thereof
to 1/20 of one vote. An automated system administered by the Company's transfer
agent tabulates the votes.
The election of the Directors, the ratification of the appointment of the
Company's auditors and approval of the Shareholder Proposal each requires the
affirmative vote of a majority of the total combined voting power of all classes
of stock entitled to vote and present, in person or by properly executed proxy,
at the Annual Meeting. Abstentions will thus be the equivalent of negative votes
and broker non-votes will have no effect with respect to such proposals, as any
Common Shares or Class A Common Shares subject to broker non-votes will not be
present and entitled to vote with respect to any proposal to which the broker
non-vote applies.
Each of the Proposals presented to the Company at the Annual Meeting is
being presented as a separate and independent Proposal and no Proposal is
conditioned upon adoption or approval of any other Proposal.
AVAILABLE INFORMATION
The Form 8-K, which includes the Information Statement as an exhibit
thereto, may be inspected without charge at the principal office of the SEC, 450
Fifth Street, N.W., Washington, D.C. 20549, and at the regional offices of the
SEC located at Seven World Trade Center, Suite 1300, New York, New York 10048,
and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661, and copies of all or any part thereof may be obtained at prescribed rates
from the SEC's Public Reference Section at such addresses. Also, the SEC
maintains a World Wide Web site on the Internet at http://www.sec.gov that
contains reports, proxy and information statements and other information
regarding registrants that file electronically with the SEC. Such reports, proxy
and information statements and other information also can be inspected at the
office of the New York Stock Exchange, Inc., 20 Broad Street, New York, New York
10005.
OTHER MATTERS
The Directors know of no other business to be presented at the Annual
Meeting. If other matters properly come before the meeting in accordance with
the Articles of Incorporation, the persons named as proxies will vote on them in
accordance with their best judgment.
Proposals of stockholders intended to be presented to the Company's Annual
Meeting of Stockholders to be held in 2000 must be received by the Company by
October 1, 1999. Such proposals must also comply with the requirements as to
form and substance established by the SEC for such proposals to be included in
the proxy statement.
16
<PAGE>
You are urged to complete, date, sign and return your Proxy Card promptly
to make certain your Shares will be voted at the Annual Meeting, even if you
plan to attend the meeting in person. If you desire to vote your Shares in
person at the meeting, your proxy may be revoked. For your convenience in
returning the Proxy Card, a pre-addressed and postage paid envelope has been
enclosed.
YOUR PROXY IS IMPORTANT
WHETHER YOU OWN FEW OR MANY SHARES.
PLEASE DATE, SIGN AND MAIL THE ENCLOSED PROXY CARD TODAY.
17
