SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
(Rule
13d-101)
(Amendment
No. 15)
*
Urstadt Biddle Properties
Inc.
(Name of
Issuer)
Common
Stock, par value $.01 per share
(Title of
Class of Securities)
917286106
(CUSIP
Number)
Charles
J. Urstadt
Chairman
and Chief Executive Officer
Urstadt
Biddle Properties Inc.
321
Railroad Avenue
Greenwich,
Connecticut 06830
(203)
863-8200
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
January 4,
2010
(Date of
Event Which Requires Filing
of This
Statement)
If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box.
¨
Note: Schedules
filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits.
See
Rule 13d-7 for other
parties to whom copies are to be sent.
*
The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter disclosure
provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(the “
Act
”) or
otherwise subject to the liabilities of that section of the Act but shall be
subject to all other provisions of the Act (however, see the
Notes
).
(Continued
on following pages)
CUSIP
No. 917286106
|
1
Names
of Reporting Persons.
Charles
J. Urstadt
|
2
Check
the Appropriate Box If a Member of a Group (See Instructions)
a.
¨
b.
¨
|
3
SEC
Use Only
|
4
Source
of Funds (See Instructions)
N/A
– See Item 5(c)
|
5
Check
Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e)
¨
|
6
Citizenship
or Place of Organization
United
States of America
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
7
Sole
Voting Power
0
|
|
8
Shared
Voting Power
3,363,286
|
|
9
Sole
Dispositive Power
0
|
|
10
Shared
Dispositive Power
3,363,286
|
11
Aggregate
Amount Beneficially Owned by Each Reporting Person
3,363,286
|
12
Check
Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
¨
|
13
Percent
of Class Represented By Amount in Row (11)
40.0%
|
14
Type
of Reporting Person (See Instructions)
IN
|
CUSIP
No. 917286106
|
1
Names
of Reporting Persons.
Urstadt Property Company,
Inc.
|
2
Check
the Appropriate Box If a Member of a Group (See Instructions)
a.
¨
b.
¨
|
3
SEC
Use Only
|
4
Source
of Funds (See Instructions)
N/A
|
5
Check
Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e)
¨
|
6
Citizenship
or Place of Organization
Delaware
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
7
Sole
Voting Power
0
|
|
8
Shared
Voting Power
3,331,339
|
|
9
Sole
Dispositive Power
0
|
|
10
Shared
Dispositive Power
3,331,339
|
11
Aggregate
Amount Beneficially Owned by Each Reporting Person
3,331,339
|
12
Check
Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
¨
|
13
Percent
of Class Represented By Amount in Row (11)
39.7%
|
14
Type
of Reporting Person (See Instructions)
CO
|
CUSIP
No. 917286106
|
1
Names
of Reporting Persons.
Elinor F. Urstadt
|
2
Check
the Appropriate Box If a Member of a Group (See Instructions)
a.
¨
b.
¨
|
3
SEC
Use Only
|
4
Source
of Funds (See Instructions)
N/A
|
5
Check
Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e)
¨
|
6
Citizenship
or Place of Organization
United States of
America
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
7
Sole
Voting Power
21,300
|
|
8
Shared
Voting Power
0
|
|
9
Sole
Dispositive Power
21,300
|
|
10
Shared
Dispositive Power
0
|
11
Aggregate
Amount Beneficially Owned by Each Reporting Person
21,300
|
12
Check
Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
¨
|
13
Percent
of Class Represented By Amount in Row (11)
.3%
|
14
Type
of Reporting Person (See Instructions)
IN
|
CUSIP
No. 917286106
|
1
Names
of Reporting Persons.
Urstadt Realty Associates Co
LP
|
2
Check
the Appropriate Box If a Member of a Group (See Instructions)
a.
¨
b.
¨
|
3
SEC
Use Only
|
4
Source
of Funds (See Instructions)
N/A
|
5
Check
Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e)
¨
|
6
Citizenship
or Place of Organization
Delaware
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
7
Sole
Voting Power
0
|
|
8
Shared
Voting Power
1,901,006
|
|
9
Sole
Dispositive Power
0
|
|
10
Shared
Dispositive Power
1,901,006
|
11
Aggregate
Amount Beneficially Owned by Each Reporting Person
1,901,006
|
12
Check
Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
¨
|
13
Percent
of Class Represented By Amount in Row (11)
22.6%
|
14
Type
of Reporting Person (See Instructions)
PN
|
CUSIP
No. 917286106
|
1
Names
of Reporting Persons.
Urstadt
Realty Shares II L.P.
|
2
Check
the Appropriate Box If a Member of a Group (See Instructions)
a.
¨
b.
¨
|
3
SEC
Use Only
|
4
Source
of Funds (See Instructions)
OO
– See Item 5(c)
|
5
Check
Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e)
¨
|
6
Citizenship
or Place of Organization
Delaware
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
7
Sole
Voting Power
0
|
|
8
Shared
Voting Power
880,620
|
|
9
Sole
Dispositive Power
0
|
|
10
Shared
Dispositive Power
880,620
|
11
Aggregate
Amount Beneficially Owned by Each Reporting Person
880,620
|
12
Check
Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
¨
|
13
Percent
of Class Represented By Amount in Row (11)
10.5%
|
14
Type
of Reporting Person (See Instructions)
PN
|
CUSIP
No. 917286106
|
1
Names
of Reporting Persons. I.R.S. Identification No. of Above
Persons (Entities Only)
Willing L. Biddle
|
2
Check
the Appropriate Box If a Member of a Group (See Instructions)
a.
¨
b.
¨
|
3
SEC
Use Only
|
4
Source
of Funds (See Instructions)
PF/OO – See Item
5(c)
|
5
Check
Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e)
¨
|
6
Citizenship
or Place of Organization
United States of
America
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
7
Sole
Voting Power
1,854,025
|
|
8
Shared
Voting Power
27,967
|
|
9
Sole
Dispositive Power
1,854,025
|
|
10
Shared
Dispositive Power
27,967
|
11
Aggregate
Amount Beneficially Owned by Each Reporting Person
1,881,992
|
12
Check
Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
¨
|
13
Percent
of Class Represented By Amount in Row (11)
22.4%
|
14
Type
of Reporting Person (See Instructions)
IN
|
This
Statement on Schedule 13D constitutes Amendment No. 15 to the Schedule 13D dated
September 10, 1987, as amended by Amendment Nos. 1 through 14 (the “
Schedule 13D
”), and
is being filed on behalf of: (i) Charles J. Urstadt, (ii) Urstadt Property
Company, Inc., a Delaware corporation (“
UPCO
”), (iii) Elinor
F. Urstadt, (iv) Urstadt Realty Associates Co LP, a Delaware limited
partnership, by UPCO as its sole general partner (“
URACO
”), (v) Urstadt
Realty Shares II L.P., a Delaware limited partnership, by UPCO as its sole
general partner (“
URS
II
”) and (vi) Willing L. Biddle. The reporting persons set
forth in (i) – (vi) of the preceding sentence are sometimes hereinafter
collectively referred to as the “
Reporting
Persons
”. Capitalized terms used but not otherwise defined
herein shall have the meanings ascribed to such terms in the Schedule
13D.
The
Schedule 13D is hereby amended and supplemented as follows:
Item
2. Identity and Background.
Not
applicable.
Item
3. Source and Amount of Funds or Other Consideration.
Item 3 of
the Schedule 13D is hereby supplemented as follows:
See Item
5 below.
Item.
4 Purpose of Transaction
Item 4 of
the Schedule 13D is hereby supplemented as follows:
See Item 5 below.
Item
5. Interest in Securities of the Issuer.
Item 5 of
the Schedule 13D is hereby supplemented as follows:
(a)
|
Mr.
Urstadt, individually, is not the direct beneficial owner of any shares of
Common Stock of the Issuer, but when aggregating the 549,713 shares of
Common Stock held by UPCO, the 21,300 shares of Common Stock held by Mrs.
Urstadt, the 10,647 shares of Common Stock held by the Trusts Established
Under the Issuer’s Excess Benefit and Deferred Compensation Plans (the
“
Compensation
Plan Trusts
”) for the benefit of Mr. Urstadt, the 1,901,006 shares
of Common Stock held by URACO, and the 880,620 shares of Common Stock held
by URS II, Mr. Urstadt beneficially owns 3,363,286 shares of
Common Stock, or 40.0% of the 8,398,533 shares of Common Stock outstanding
as of January 8, 2010.
|
UPCO is
the direct beneficial owner of 549,713 shares of Common Stock, which, when added
to the 1,901,006 shares of Common Stock held by URACO and the 880,620 shares of
Common Stock held by URS II, results in UPCO beneficially owning 3,331,339
shares of Common Stock, or 39.7% of the 8,398,533 shares of Common Stock
outstanding as of January 8, 2010.
Mrs.
Urstadt is the direct beneficial owner of 21,300 shares of Common Stock, or .3%
of the 8,398,533 shares of Common Stock outstanding as of January 8,
2010.
URACO is
the direct beneficial owner of 1,901,006 shares of Common Stock, or 22.6% of the
8,398,533 shares of Common Stock outstanding as of January 8, 2010.
URS II is
the direct beneficial owner of 880,620 shares of Common Stock, or 10.5% of the
8,398,533 shares of Common Stock outstanding as of January 8, 2010.
Mr.
Biddle is the direct beneficial owner of 1,846,555 shares of Common Stock
individually, which, when added to the 2,307 shares of Common Stock owned by the
Willing L. Biddle IRA for the benefit of Mr. Biddle, the 5,163 shares of Common
Stock owned by P.T. Biddle (Deceased) IRA for the benefit of Willing Biddle, the
21,951 shares of Common Stock held by Mr. Biddle’s wife, Catherine Urstadt
Biddle, the 555 shares of Common Stock owned by the Catherine U. Biddle IRA for
the benefit of Catherine U. Biddle, the 4,391 shares of Common Stock held by the
Compensation Plan Trusts for the benefit of Mr. Biddle and the 1,070 shares of
Common Stock held by the Charles and Phoebe Biddle Trust UAD 12/20/93 for the
benefit of the issue of Mr. Biddle, results in Mr. Biddle beneficially owning
1,881,992 shares of Common Stock, or 22.4% of the 8,398,533 shares of Common
Stock outstanding as of January 8, 2010.
(b)
|
UPCO
and Mr. Urstadt may be deemed to have shared power to vote or direct the
voting of and to dispose of or direct the disposition of the 549,713
shares of Common Stock directly owned by UPCO in view of the fact that Mr.
Urstadt and Mrs. Urstadt own a controlling amount of the outstanding
voting securities of UPCO.
|
UPCO and
Mr. Urstadt may be deemed to have shared power to vote or direct the voting of
and to dispose of or direct the disposition of the 1,901,006 shares of Common
Stock directly owned by URACO in view of the fact that UPCO is the sole general
partner of URACO, and that Mr. Urstadt and Mrs. Urstadt own a controlling amount
of the outstanding voting securities of UPCO.
UPCO and
Mr. Urstadt may be deemed to have shared power to vote or direct the voting of
and to dispose of or direct the disposition of the 880,620 shares of Common
Stock directly owned by URS II in view of the fact that UPCO is the sole general
partner of URS II, and that Mr. Urstadt and Mrs. Urstadt own a controlling
amount of the outstanding voting securities of UPCO.
Mrs.
Urstadt has the sole power to vote or direct the voting of and to dispose of or
direct the disposition of 21,300 shares of Common Stock.
Mr.
Biddle has the sole power to vote or direct the voting of and to dispose of or
direct the disposition of 1,854,025 shares of Common Stock.
(c)
|
On
January 4, 2010, UPCO and Mr. Urstadt entered into an agreement, pursuant
to which UPCO and Mr. Urstadt transferred Common Stock of the Issuer to
URS II in amounts of 838 shares and 82,944 shares,
respectively.
|
On
January 4, 2010, the Issuer entered into an agreement with Mr. Biddle whereby
Mr. Biddle was granted a restricted stock award of 100,000 shares of Common
Stock pursuant to the Issuer’s Amended and Restated Restricted Stock Award
Plan.
On
January 4, 2010, the Issuer entered into an agreement with Mr. Urstadt whereby
Mr. Urstadt was granted a restricted stock award of 75,000 shares of Common
Stock pursuant to the Issuer’s Amended and Restated Restricted Stock Award
Plan.
On
December 31, 2009, the Compensation Plan Trusts distributed 7,944 shares of
Common Stock to Charles J. Urstadt.
Except as
set forth in this Schedule 13D, none of UPCO, Mr. Urstadt, Mrs. Urstadt, URACO,
URS II or Mr. Biddle or, to the best knowledge of such parties, any of the
persons listed on Schedule I to the Schedule 13D, owns any shares of Common
Stock or has purchased or sold any shares of Common Stock during the past 60
days.
Item 6.
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the
Issuer.
Item 6 of
the Schedule 13D is hereby supplemented as follows:
Mr.
Urstadt, as Chairman of the Board and Chief Executive Officer of the Issuer, and
Mr. Biddle, as President and Chief Operating Officer of the Issuer, are
participants in the Issuers Amended and Restated Restricted Stock Award Plan
(the “
Restricted Stock
Award Plan
”). Mr. Urstadt is the indirect beneficial owner of
491,250 restricted shares of Common Stock, which were granted to Mr. Urstadt
pursuant to the Restricted Stock Award Plan, and which are now owned directly by
URS II, and Mr. Biddle is the direct beneficial owner of 737,500 restricted
shares of Common Stock issued pursuant to the Restricted Stock Award
Plan.
Under the
limited partnership agreement for URS II, UPCO has the full power and authority
to make all decisions, in its sole discretion, with respect to the shares of
Common Stock held by URS II, including as to when and how such shares are to be
voted or sold. Notwithstanding the above, the Common Stock
contributed by Mr. Urstadt to URS II remains subject to the terms and conditions
in the applicable restricted stock award agreements pursuant to which Mr.
Urstadt was issued the Common Stock under the Restricted Stock Award
Plan.
Item
7. Material to Be Filed as Exhibits.
Item 7 of the Schedule 13D is hereby
supplemented as follows:
1.
Joint
Filing Agreement, dated January 21, 2010.
SIGNATURE
After reasonable inquiry and to the
best of their respective knowledge and belief, the undersigned certify that the
information set forth in this statement is true, complete and
correct.
Dated
January 21, 2010
/s/ Charles J.
Urstadt
Charles
J. Urstadt
URSTADT
PROPERTY COMPANY, INC.
By:
/s/ Charles J.
Urstadt
Name: Charles
J. Urstadt
Title: Chairman
of the Board
/s/ Elinor F.
Urstadt
Elinor F.
Urstadt
URSTADT
REALTY ASSOCIATES CO LP
By: URSTADT
PROPERTY COMPANY, INC.
Its sole general partner
By:
/s/ Charles J.
Urstadt
Name: Charles
J. Urstadt
Title: Chairman
of the Board
URSTADT
REALTY SHARES II L.P.
By: URSTADT
PROPERTY COMPANY, INC.
Its sole general partner
By:
/s/ Charles J.
Urstadt
Name: Charles
J. Urstadt
Title: Chairman
of the Board
/s/ Willing L
Biddle
Willing
L. Biddle
Page 11 of
12
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