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; and
3. To consider and vote upon a shareholder proposal to reverse the
creation of the Class A Common Stock;
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
JAMES R. MOORE
Secretary
February , 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 Common Shares issued
and outstanding and 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 this proxy statement. This proxy statement
and the enclosed proxy were mailed to stockholders on or about February , 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).
2
<PAGE>
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.
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, The 71 1990 2002
Bank of New York; President and Chief Operating
Officer, The Bank of New York (February 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.
Paul D. Paganucci (A) Chairman, Ledyard National Bank (since April 1991); 67 1984 2002
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.
<FN>
- ----------
*James O. York, a member of the Class II group of Directors, has decided not to stand for re-election.
</FN>
</TABLE>
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; Chairman 67 1991 2000
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.
</TABLE>
3
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
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.
Charles J. Urstadt (E) Chairman of the Board of Directors and Chief Executive 70 1975 2000
Officer of the Company (since September 1989); Chairman
and Director, Urstadt Property 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 Company 37 1997 2001
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 (since 69 1989 2001
1995); Former Chairman, Financial Accounting 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 Home Life Mutual
Funds; Trustee, Atlantic Mutual Insurance
Company; Director, Centennial Insurance Company;
Director, Trism, Inc.; Director, AccuHealth,
Inc.; Chairman, New York Housing Partnership
Development Corporation; Vice Chairman, Academy
of Political Science; Trustee, Pace University.
</TABLE>
4
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
Charles D. Urstadt (E) Senior Director, Brown Harris Stevens, LLC; (since 39 1997 2001
1992). President and Director, Urstadt Property
Company, Inc.; Publisher, New York Construction News
(1984-1992); Member, Board of Consultants of the
Company (1991-1997); President and Director, East Side
Association; Director, Friends of Channel 13; Board
Member, New York State Board for Historic Preservation;
Former Director, New York Building Congress
(1988-1992).
<FN>
- ----------
(A) Member of Audit Committee; (C) Member of Compensation Committee; (E) Member of Executive Committee
</FN>
</TABLE>
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
5
<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.
Mr. Gouline states that the goals of the special stock dividend of August 14,
1998 on the Company's Common Stock, consisting of one share of a newly created
class of Class A Common Stock for each outstanding share of Common Stock (the
"Stock Dividend"), have not been realized. The Board of Directors believes that
the stated goals of the Stock Dividend are being realized 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. For example,
the Company utilized securities in this manner to facilitate its most recent
shopping center acquisition in Briarcliff, New York.
6
<PAGE>
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 16 of this Proxy Statement
indicates, the Company's total return to its stockholders has out-performed the
NAREIT All-REIT Index over the last five year period. Accordingly, the Board
believes that Mr. Gouline's statement is misleading.
The Board of Directors believes 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.
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 to
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.
Increased Liquidity. The Class A Common Stock doubles the number of outstanding
shares of the Company's common shares. The increased stockholder flexibility
noted in the previous paragraph may result in an increase in trading of shares
of the Company, thereby increasing liquidity.
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. 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.
For 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 OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following tables set forth certain information as of January 6, 1999
available to the Company with respect to the shares of the Company (i) held by
those persons known to the Company to be the beneficial owners (as determined
under the rules of the SEC) of more than 5% of the Common Shares and Class A
Common Shares then outstanding and (ii) held by each of the Directors, each of
the executive officers named in the Summary Compensation Table below, and by all
of the Directors and such executive officers as a group:
5% BENEFICIAL OWNERS
<TABLE>
<CAPTION>
Class A Common Shares
Name and Address of Common Shares Percent of Beneficially Percent of
Beneficial Owner Beneficially Owned Class Owned Class
------------------- ------------------ ---------- ------------ ----------
<S> <C> <C> <C> <C>
Charles J. Urstadt 1,570,785 (1)(2) 25.6% 1,503,191 (3)(4) 24.6%
Urstadt Biddle Properties Inc.
321 Railroad Ave
Greenwich, CT 06830
Countryside Square 600,000 9.8% 600,000 9.9%
Limited Partnership (5)
c/o Urstadt Biddle Properties
321 Railroad Ave
Greenwich, CT 06830
Grace & White, Inc. (6) 324,100 5.3% 324,100 5.3%
515 Madison Ave, Suite 1700
New York, NY 10022
</TABLE>
- ----------
(1) Of these shares, 50,000 are owned by Urstadt Property Company, Inc., a
company of which Mr. Urstadt is the chairman, a director and a principal
stockholder, 900,000 shares are owned by two irrevocable trusts established
for Mr. Urstadt's adult children and 57,000 shares are owned by Elinor
Urstadt, Mr. Urstadt's wife. The figure excludes 76,690 shares issuable
upon exercise of options which are not currently exercisable and which will
not become exercisable within 60 days, but includes 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
8
<PAGE>
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.
DIRECTORS AND OFFICERS
<TABLE>
<CAPTION>
Common Class A
Shares Beneficially Percent Common Shares Percent
Name Owned (1) of 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 30,765 (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 1,857,818 (16) 30.2% 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
9
<PAGE>
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.
(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.
10
<PAGE>
(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.
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.
11
<PAGE>
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 and
Common Shares ($562,188), Biddle:35,000 Class A Common and Common Shares
($562,188), Moore:10,750 Class A Common and Common Shares ($172,672) and Argila:
5,000 Class A Common 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 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, 1996, 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 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.
12
<PAGE>
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, including
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
$144,000, respectively. Each of such agreements has an indefinite term.
Stock Options
Under the Company's Stock Option Plan ("Plan"), 418,271 shares of the Company's
authorized but unissued Common and Class A Common Shares are reserved for
issuance upon the exercise of options or stock appreciation rights which have
been or may be granted under the Plan. The persons eligible to participate in
the Plan are such key employees of the Company as may be selected from time to
time by the Compensation Committee in its discretion, as well as non-employee
Directors. The Plan provides that each Director who is not a full-time employee
or former full-time employee of the Company will automatically be awarded
options covering 1,000 Common and Class A Common shares on April 1 of each year.
The Plan is administered by the Compensation Committee.
The Compensation Committee has authorized loans to finance the exercise of
incentive stock options granted to executive officers. The loans have a
five-year term, subject to extension at the discretion of the Compensation
Committee, bear interest at the prime rate plus 1/2% and are secured by a pledge
of the related shares. The loans become due on termination of employment by the
Company, but are automatically extended for seven months following termination
of employment other than for cause, and for 13 months following termination of
employment occurring after a Change of Control of the Company.
The following table sets forth, for the executive officers named in the Summary
Compensation Table, information concerning the fiscal year-end value of
unexercised options and SARs.
AGGREGATED OPTIONS/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END
OPTION/SAR VALUES
<TABLE>
<CAPTION>
# of Unexercised Value of Unexercised
Class A Common In-the-Money
and Common Share Options/SARs at
Shares Options/SARs at FY-End FY-End ($)
Acquired On Value Exercisable/ Exercisable/
Names Exercise (#) Realized ($) Unexercisable Unexercisable
- ----- ------------ ------------ ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Charles J. Urstadt -- -- 268,500/ 26,000 (1) $671,156/ $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>
13
<PAGE>
(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 are reserved for issuance in connection with
restricted stock awards made 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.
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.
14
<PAGE>
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 a special stock dividend on
the Common Stock, consisting of one share of a newly created class of Class A
Common Stock for each share of Common Stock outstanding as of the record date
for the Stock Dividend (the "Record Date"). 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 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
15
<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 stockholders with the returns
for the NAREIT All REIT Total Return 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 were 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 shareholders 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 York Stock Exchange, Inc. 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 below is not necessarily indicative of
future price performance.
16
<PAGE>
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.
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 Proprosal 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.
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.
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
<PAGE>
(Form of Proxy Card - Front)
URSTADT BIDDLE PROPERTIES INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
To be held on March 10, 1999
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF URSTADT BIDDLE PROPERTIES
INC.
The undersigned hereby constitutes and appoints Willing L. Biddle and James R.
Moore, and each of them, as Proxies of the undersigned, with full power to
appoint his or her substitute, and authorize each of them to represent and vote
all Common Stock, and Class A Common Stock, par value $.01 per share of Urstadt
Biddle Properties Inc. (the "Company") held of record as of the close of
business on January 27, 1999, at the Annual Meeting of Stockholders of the
Company (the "Annual Meeting") to be held at the Greenwich Harbor Inn,
Greenwich, Connecticut on Wednesday, March 10, 1999, and at any adjournments or
postponements thereof.
When properly executed, this proxy will be voted in the manner directed herein
by the undersigned stockholder(s). If no direction is given, this proxy will be
voted (i) FOR the election of two Directors of the Company to serve for the
ensuing three years, as set forth in Proposal 1, and (ii) FOR the ratification
of the appointment of Arthur Andersen LLP as the independent auditors of the
Company for the ensuing fiscal year, as set forth in Proposal 2, and (iii)
AGAINST the shareholder proposal to reverse the creation of the Class A Common
Stock as set forth in Proposal 3. In their discretion, the Proxies are each
authorized to vote upon such other business as may properly come before the
Annual Meeting and any adjournments or postponements thereof. A stockholder
wishing to vote in accordance with the Board of Directors' recommendations, need
only sign and date this proxy and return it in the enclosed envelope.
The undersigned hereby acknowledge(s) receipt of a copy of the accompanying
Notice of Annual Meeting of Stockholders, the Proxy Statement and the Company's
Annual Report to Stockholders and hereby revoke(s) any proxy or proxies
heretofore given. This proxy may be revoked at any time before it is exercised
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 Annual Meeting.
(continued and to be signed and dated on reverse side)
18
<PAGE>
(Form of Proxy Card - Reverse)
Please check appropriate box
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL 1.
Proposal 1 (by the Company). Proposal to elect two Directors of the Company to
serve for the ensuing three years.
FOR all nominees WITHHOLD AUTHORITY to vote EXCEPTIONS
listed below[ ] for all nominees listed below [ ] [ ]
Nominees: Peter Herrick and Paul D. Paganucci
(INSTRUCTIONS: To withhold authority to vote for any Individual nominee, mark
the "Exceptions" box and write that nominee's name in the space provided below)
EXCEPTIONS: _________________________________________
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL 2.
Proposal 2 (by the Company). Proposal to ratify the appointment of Arthur
Andersen LLP as the independent auditors of the Company for the ensuring fiscal
year.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "AGAINST" PROPOSAL 3.
Proposal 3 (by a shareholder). Proposal to reverse the creation of the Class A
Common Stock.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
Please sign name exactly as shown. When there is more than one holder, each
should sign. When signing as an attorney, administrator, guardian or trustee,
please add youR title as such. If executed by a corporation or partnership, the
proxy should be signed by a duly authorized person, stating his or her title or
authority.
Dated:
--------------------------------
Signature(s):
--------------------------------
--------------------------------
Please vote and sign on this side and return promptly in the enclosed envelope.
Do not forget to date your proxy.
Votes must be indicated (X) in Black or Blue Inck [X]
