AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 22,JUNE 11, 2002
REGISTRATION NO. 333-333-84774

================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

-------------PRE-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

----------------------------------

URSTADT BIDDLE PROPERTIES INC.
(Exact name of registrant as specified in its charter)(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

MARYLAND 04-2458042
(State or other jurisdiction of(STATE OR OTHER JURISDICTION OF (I.R.S. Employer Identification No.EMPLOYER IDENTIFICATION NO.)
Incorporation or Organization)

-------------INCORPORATION OR ORGANIZATION)

321 RAILROAD AVENUE
GREENWICH, CONNECTICUT 06830
(203) 863-8200
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

CHARLES J. URSTADT WILLING L. BIDDLE
CHAIRMAN AND CHIEF EXECUTIVE OFFICER PRESIDENT AND CHIEF OPERATING OFFICER
URSTADT BIDDLE PROPERTIES INC. URSTADT BIDDLE PROPERTIES INC.
321 RAILROAD AVENUE 321 RAILROAD AVENUE
GREENWICH, CONNECTICUT 06830 GREENWICH, CONNECTICUT 06830
(203) 863-8200 (203) 863-8200

(Name, address, including zip code, and telephone number, including area code,
of agent for service)

------------------

Copies to:(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)

---------------------

COPIES TO:
THOMAS J. DRAGO, ESQ.
COUDERT BROTHERS LLP
GRACE BUILDING
1114 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10036-7703
(212) 626-4400

Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this registration statement in light of
market conditions and other factors.

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: [ ]

If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, please check the following box. [X]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]

_____________

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

_____________

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

CALCULATION OF REGISTRATION FEE
====================================================================================================================
PROPOSED
MAXIMUM
OFFERING PROPOSED AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE PRICE PER MAXIMUM AGGREGATE REGISTRATION
TO BE REGISTERED (1) REGISTERED UNIT (2) OFFERING PRICE (2) FEE(3)
- --------------------------------------------------------------------------------------------------------------------

Debt Securities (4)
Preferred Stock (5)
Depositary Shares (6)
Common Stock (7)
Class A Common Stock (8)
Total $150,000,000 (9)(10) $150,000,000 $13,800
====================================================================================================================

(1) This Registration Statement also covers delayed delivery contracts
which may be issued by the Registrant under which the counterparty may be
required to purchase Debt Securities, Preferred Stock, Common Stock and/or Class
A Common Stock.

(2) Estimated solely for the purposes of calculating the Registration Fee.
No separate consideration will be received for Preferred Stock, Common Stock or
Class A Common Stock as may from time to time be issued upon the conversion of
Debt Securities or Preferred Stock. The aggregate maximum public offering price
of all securities issued pursuant to this Registration Statement will not exceed
$150,000,000.

(3) The Registration Fee has been calculated in accordance with Rule 457(o)
under the Securities Act of 1933, as amended.

(4) Such indeterminate principal amount of Debt Securities as may from time
to time be issued. If any Debt Securities are issued at an original issue
discount, then the offering price shall be in such greater principal amount as
shall result in an aggregate initial offering price not to exceed $150,000,000.

(5) Such indeterminate number of shares of Preferred Stock as may from time
to time be issued at indeterminate prices or issuable upon conversion of Debt
Securities.

(6) Such indeterminate number of Depositary Shares to be evidenced by
Depositary Receipts issued pursuant to a Deposit Agreement. In the event the
Registrant elects to offer to the public fractional interests in shares of the
Preferred Stock registered hereunder, Depositary Receipts will be distributed to
those persons purchasing such fractional interests and such shares will be
issued to the Depositary under the Deposit Agreement.

(7) Such indeterminate number of shares of Common Stock as may from time to
time be issued at indeterminate prices or issuable upon conversion of Debt
Securities or Preferred Stock registered hereunder, as the case may be.

(8) Such indeterminate number of shares of Class A Common Stock as may from
time to time be issued at indeterminate prices or issuable upon conversion of
Debt Securities or Preferred Stock registered hereunder, as the case may be.

(9) To be determined from time to time by the Registrant in connection with
the issuance by the Registrant of the securities hereunder.

(10) Omitted pursuant to General Instruction II. D of Form S-3 under the
Securities Act of 1933, as amended.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION,
ACTING PURSUANT TO SUCH SECTION 8(A), MAY DETERMINE.
================================================================================

INTRODUCTORY NOTE

This registration statement relates to securities which the registrant
may issue from time to time, including shares of Class A common stock which
the registrant intends to issue shortly after this registration statement
becomes effective. Therefore, this registration statement includes:

o a preliminary prospectus supplement to the base prospectus containing
information known or reasonably available to the registrant with
respect to this offering of shares of Class A common stock; and

o a base prospectus relating to the securities described therein.

THE INFORMATION IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS
IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE
REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
BECOMES EFFECTIVE. THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS
ARE NOT AN OFFER TO SELL THESE SECURITIES AND THEY ARE NOT SEEKING AN OFFER TO
BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

SUBJECT TO COMPLETION, DATED JUNE 11, 2002

PRELIMINARY PROSPECTUS SUPPLEMENT
(To Prospectus dated June 11, 2002)

[URSTADT BIDDLE PROPERTIES INC. LOGO]

7,000,000 SHARES
CLASS A COMMON STOCK

---------------------

We are selling 7,000,000 shares of our Class A common stock, par value
$0.01 per share. We will receive all of the net proceeds from this sale. Our
shares of Class A common stock are listed on the New York Stock Exchange under
the symbol "UBP.A". Our most recent quarterly dividend for our Class A common
stock was paid at an annual rate of $0.82 per share, representing an annual
yield of 7.5%, based upon the closing price of our Class A common stock on the
New York Stock Exchange of $10.90 on June 10, 2002.

We have two classes of common equity securities: Class A common stock and
common stock. Each share of our Class A common stock is entitled to dividends
in an amount equal to not less than 110% of the regular quarterly dividends
paid on each share of our common stock. Our common stock entitles the holder to
one vote per share and our Class A common stock entitles the holder to 1/20th
of one vote per share on all matters submitted to a vote of stockholders.

---------------------

INVESTING IN OUR CLASS A COMMON STOCK INVOLVES RISKS. YOU SHOULD READ THE
SECTIONS ENTITLED "RISK FACTORS" BEGINNING ON PAGE S-8 OF THIS PROSPECTUS
SUPPLEMENT AND ON PAGE 5 OF THE ACCOMPANYING PROSPECTUS BEFORE BUYING OUR CLASS
A COMMON STOCK.

PER SHARE TOTAL
----------- --------------
Public offering price ..................... $ $
Underwriting discount ..................... $ $
Proceeds, before expenses, to us .......... $ $

---------------------

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

We have granted the underwriters an option to purchase an additional
1,050,000 shares of Class A common stock at the public offering price, less the
underwriting discount, solely to cover over-allotments, if any.

We expect that the shares of Class A common stock will be ready for
delivery on or about , 2002.

FERRIS, BAKER WATTS
Incorporated

MORGAN KEEGAN & COMPANY, INC.

J.J.B. HILLIARD, W.L. LYONS, INC.
ADVEST, INC.

The informationdate of this prospectus supplement is , 2002

A WARNING ABOUT FORWARD-LOOKING STATEMENTS

This prospectus supplement, the accompanying prospectus and the documents
they incorporate by reference may contain "forward-looking" statements as
described in Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. These forward-looking statements usually
include words like "believes," "anticipates" and "expects" and describe our
expectations for the future. Some of these expectations may not be met in
important ways for a variety of reasons. We have described some of these
reasons under the heading "Risk Factors" in this prospectus is not completesupplement and may be changed. We may
not sell these securities until the
registration statement filedaccompanying prospectus and in the other reports we file with the Securities
and Exchange Commission, becomes effective. Thisand you should review them before you make any
investment decision. We are not required to update any forward-looking
statements we make and we may not make any updates.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other
information with the SEC. You may read and copy any reports, statements or
other information that we file with the SEC at the SEC's public reference room
at 450 Fifth Street, N.W., Washington, D.C. 20549. You may request copies of
these documents, upon payment of a copying fee, by writing to the SEC. Please
call the SEC at 1-800-SEC-0330 for information on the operation of the public
reference room. Our SEC filings are also available to the public on the SEC
internet site at http://www.sec.gov.

The SEC allows us to "incorporate by reference" the information we file
with it, which means that we can disclose important information to you by
referring you to documents we have filed with the SEC that are not included in
this prospectus supplement or the accompanying prospectus. The information
incorporated by reference is considered part of this prospectus supplement and
the accompanying prospectus. We incorporate by reference the documents listed
below:

o Our Annual Report on Form 10-K for the year ended October 31, 2001;

o Our Quarterly Reports on Form 10-Q for the quarters ended January 31,
2002 and April 30, 2002;

o Our Current Reports on Form 8-K dated March 26, 2002, May 13, 2002 (as
amended by our Current Report on Form 8-K/A filed on May 24, 2002),
May 21, 2002 and June 7, 2002;

o Our Definitive Proxy Statement filed January 30, 2002;

o The description of our Class A common stock contained in our
Registration Statement filed on Form 8-A12B filed June 17, 1998, as
amended by our Registration Statement filed on Form 8-A12B/A filed on
August 3, 1998 and including any additional amendment or report filed
for the purpose of updating such description; and

o The description of our common stock contained in our Registration
Statement filed on Form 8-B12B filed March 12, 1997, including any
amendment or report filed for the purpose of updating such
description.

You may request a copy of these filings, excluding exhibits, at no cost,
by writing or telephoning:

Urstadt Biddle Properties Inc.
Attn: James R. Moore
Executive Vice President and Chief Financial Officer
321 Railroad Avenue
Greenwich, Connecticut 06830
(203) 863-8200

S-2

You should rely only on the information incorporated by reference or
provided in this prospectus supplement and the accompanying prospectus. We have
not authorized anyone else to provide you with different information. We are
not making an offer to sell these securities and it is not seeking an offer to buy theseof our securities in any state where the offer or
salesolicitation is not permitted.authorized. You should not assume that the information in
this prospectus supplement or the accompanying prospectus is accurate as of any
date other than the date on the front of those documents.

The statements that we make in this prospectus supplement and the
accompanying prospectus about the contents of any other documents are not
necessarily complete, and are qualified in their entirety by referring you to
the copy of that document, which is filed as an exhibit to our registration
statement on Form S-3. You can obtain copies of these documents from the SEC or
from us, as described above.

S-3

PROSPECTUS SUPPLEMENT SUMMARY

This summary highlights selected information in this prospectus supplement
and the accompanying prospectus. This summary is not complete and does not
contain all of the information that you should consider before investing in our
Class A common stock. You should carefully read this entire prospectus
supplement and the accompanying prospectus before making an investment
decision. The information presented in this prospectus supplement is based on
an assumed public offering price of $10.90 per share, the closing price of our
Class A common stock on June 10, 2002. Unless otherwise indicated, this
prospectus supplement does not reflect the exercise of the underwriters'
over-allotment option.

OUR COMPANY

We are a self-administered real estate investment trust, or REIT, which
owns and manages income-producing commercial real estate. We have been in
business, and our common equity has been listed on the New York Stock Exchange,
since 1969. During that time, we have paid 130 consecutive quarterly cash
dividends to our stockholders. Our funds from operations have increased from
$7,653,000 in fiscal 1994 to $14,611,000 in fiscal 2001.

Our primary investment focus is neighborhood and community shopping
centers which are typically anchored by grocery or drug stores and located in
suburban areas of the northeastern United States, with a primary concentration
in Fairfield County, Connecticut, and Westchester and Putnam Counties, New
York. On June 7, 2002, we completed our largest acquisition to date, Ridgeway
Shopping Center, a 360,000 square foot community shopping center in Fairfield
County, Connecticut (the "Ridgeway property"), for a purchase price of
approximately $90 million, which increased our total assets at April 30, 2002 by
approximately 36% (described further below under "Recent Developments"). We
currently own 14 neighborhood and community shopping centers, three mixed-use
(retail/office) properties and five office buildings, one of which contains our
corporate headquarters, in the northeastern United States. We refer to these 22
properties, which contain 2.2 million square feet of space, as our "core
properties." As of June 10, 2002, our core properties collectively had 394
tenants and were 96% leased based upon leasable square footage.

Our investment objective is to increase the cash flow and, consequently,
the value of our properties, and to seek continued growth through (i) strategic
re-leasing, renovation and expansion of our existing properties, and (ii)
selective acquisition of income-producing properties, primarily neighborhood
and community shopping centers, in our targeted geographic region. We may also
invest in other types of real estate and real estate-related assets in our
targeted and other geographic regions from time to time.

We are owners and operators of income-producing real estate and not real
estate developers. We invest in properties where we believe cost-effective
expansion and renovation programs, combined with effective leasing and
operating strategies, can improve the existing properties' value while
providing superior current economic returns. We believe that investment in and
operation of commercial real estate is a local business and we focus our
investments in areas where we have strong knowledge of the local markets. Our
home office is located in Greenwich, Connecticut, at the center of the region
representing our primary investment focus. All of the members of our senior
management team and a majority of our directors live in the areas where our
core properties are located.

The areas where a majority of our core properties are located are densely
populated, affluent bedroom communities for people who work in New York City
and the surrounding areas. The population in the three counties in our target
market tends to be high-income, with a median annual household income in each
of these counties of over $55,000 compared to the national average of
approximately $37,000, based upon the 2000 U.S. National Census. We believe
these areas also have barriers to entry for competitors seeking to develop new
properties. For example, in many of these communities, it is difficult to
develop new shopping centers due to the lack of available land, zoning

S-4

restrictions and the anti-development bias of many local planning boards. We
generally target for purchase properties which are smaller in size than those
which are typically sought by pension funds and other large institutional
owners. Owners of commercial properties which we target for purchase tend to be
individuals, families or private real estate companies rather than
institutional owners, including other REITS. We believe our status as a
publicly traded REIT provides us with substantial advantages over non-REIT
competitors in making investments in our targeted market, especially through
our ability to offer sellers the opportunity to defer taxable gains by
exchanging their properties for partnership interests that are convertible into
our Class A common stock.

We directly manage the operations and leasing at all of our core
properties. We also own four non-core properties, which are located outside of
the northeastern United States and consist of one office building, one retail
property and two industrial properties. Two of our non-core properties,
representing approximately 4.3% of our total revenues for our 2001 fiscal year,
are net leased to single tenants under long-term lease arrangements where
property management is handled by the tenants. The other non-core properties
are managed by us or property management companies supervised by us.

When evaluating potential acquisitions, we consider such factors as:

o economic, demographic and regulatory conditions in the property's
local and regional market;

o location, construction quality and design of the property;

o current and projected cash flow of the property and the potential to
increase cash flow;

o potential for capital appreciation of the property;

o terms of tenant leases, including the relationship between the
property's current rents and market rents and the ability to increase
rents upon lease rollover;

o occupancy and demand by tenants for properties of a similar type in
the market area;

o potential to complete a strategic renovation, expansion or re-leasing
of the property;

o the property's current expense structure and the potential to increase
operating margins; and

o competition from comparable properties in the market area.

We believe that there are more than 250 shopping centers located in our
targeted region containing more than 20 million square feet of leasable space
that we consider to be potentially attractive acquisition candidates.

We seek to maintain a prudent amount of leverage. Over the last ten fiscal
years, at each fiscal year end, our long-term debt averaged approximately 28%
of our total company book capitalization and never exceeded 40% of our total
company book capitalization. At April 30, 2002, our long-term debt totaled 25%
of our total company book capitalization and, on a pro forma basis upon
completion of the acquisition of the Ridgeway property, was approximately 45%.
Upon completion of this offering and the use of the net proceeds to repay
$16,000,000 of borrowings under our revolving credit facility used to fund a
portion of the purchase price of the Ridgeway property, our long-term debt will
be approximately 33% of our total company book capitalization. For the six
months ended April 30, 2002, our earnings before interest, taxes, depreciation
and amortization ("EBITDA") to interest coverage was 6.6 to 1.

S-5

generally attract tenants who provide basic staples and convenience items to
local customers. We believe sales of these items are less sensitive to
fluctuations in the business cycle than higher priced retail items. No single
retail tenant currently represents more than 6% of the total annual base rent
of our retail properties.

RECENT DEVELOPMENTS

Acquisition of Ridgeway Shopping Center

On June 7, 2002, we acquired the Ridgeway Shopping Center in Stamford,
Connecticut. This is our largest acquisition to date and increased our total
assets by approximately 36%. We believe the Ridgeway property is one of the
finest open-air community shopping centers in the State of Connecticut and is
one of the largest open-air shopping centers in Fairfield County. The property
was originally developed in the 1950s and was substantially re-developed in the
mid 1990s when approximately 60% of the square footage was added. The property
contains 331,000 square feet of leasable retail space, 96% of which is
currently leased. In addition, the property contains 29,000 square feet of
office space, which will be available for rent after redevelopment. The
property is anchored by Stop & Shop Supermarket (60,000 sf) and Bed, Bath &
Beyond (47,000 sf) and has several other national chain retailers as tenants,
including Marshalls, Staples, CVS, Michael's Crafts and Old Navy. Other than
Stop & Shop Supermarket (22%), Bed, Bath & Beyond (16%) and Marshalls (11%), no
tenant accounts for more than 10% of the property's base annual rentals. The
property's strengths include:

o an attractive mix of retailers;

o strong demographics of the trade area surrounding the property; and

o scarcity of additional available development land in the market area.

Stamford is the fourth largest city in Connecticut with a population of
over 110,000. Major employers located in Stamford include Pitney Bowes, UBS
Warburg, General Electric Capital, Clairol, and Xerox. Stamford, which is short
commute from New York City, also draws a large number of transient office
workers each day. The Ridgeway property is located between the downtown office
area and the affluent populated suburban area north of the city.

We acquired the Ridgeway property through a newly formed limited
partnership in which we are the sole general partner and own a 90% partnership
interest. The partnership paid a total purchase price of $89,280,000 (excluding
approximately $670,000 in transaction costs) for the Ridgeway property,
including:

o $29,388,000 in cash;

o assumption of the existing first mortgage loan on the property, which
has an outstanding principal balance of approximately $57,369,000,
bears interest at an annual rate of 7.54% and matures on January 1,
2008; and

o the issuance to certain partners of the seller of the property of an
aggregate 10% limited partnership interest in the newly formed
partnership.

The 10% limited partnership interest is not convertible. We contributed
$29,388,000 in cash (including approximately $670,000 in transaction costs) to
the partnership in exchange for our 90% interest.

Under the partnership agreement for the new partnership, we are entitled
to receive a preferred 9% annual return on our investment, which increases
annually at a compounded rate of 4%. We hired as a consultant an affiliate of
one of the limited partners to provide management and leasing services at the
Ridgeway property. Under the terms of the consulting arrangement, we will pay
the consultant a fee of $125,000 per year. The consulting arrangement has a
term of five years.

Engagement of Ernst & Young LLP as Independent Accountants

On May 21, 2002, we engaged Ernst & Young LLP as our independent public
accountants. Ernst & Young LLP replaced Arthur Andersen LLP, which audited our
financial statements for our most recent fiscal year ended October 31, 2001.

S-6

THE OFFERING

Class A common stock 7,000,000 shares (1)

Class A common stock to be outstanding
after this offering 17,383,187 shares (2)(3)

New York Stock Exchange symbol for
Class A common stock UBP.A

Use of Proceeds To acquire properties and repay $16,000,000 under
our revolving credit facility.

- ----------
(1) 8,050,000 shares of Class A common stock if the underwriters exercise
their over-allotment option in full.

(2) 18,433,187 shares of Class A common stock if the underwriters exercise
their over-allotment option in full. Does not include (i) 282,696 shares
of Class A common stock reserved for issuance under our employee stock
option plans, (ii) 171,617 shares of Class A common stock reserved for
issuance under our dividend reinvestment and share purchase plan, (iii)
163,700 shares of Class A common stock reserved for issuance under our
restricted stock plan or (iv) 309,650 shares of Class A common stock
issuable upon redemption of outstanding partnership interests.

(3) Does not include 6,375,478 shares of our common stock outstanding as of
June 10, 2002.

S-7

RISK FACTORS

An investment in our Class A common stock involves a number of risks.
Before making an investment decision, you should carefully consider all of the
risk factors described in this prospectus supplement and the accompanying
prospectus. If any of the risks actually occurs, our business, financial
condition and results of operations could be materially adversely affected. If
this were to occur, the market price of our Class A common stock could decline
significantly and you may lose all or part of your investment.

As a result of our purchase of the Ridgeway Shopping Center, our portfolio is
more concentrated.

Our recently acquired Ridgeway Shopping Center located in Stamford,
Connecticut increased our total assets by approximately 36%. As a result of
such purchase, our assets are more concentrated and our business is more
dependent upon the operating results of the Ridgeway property. Various factors
may impact the profitability of Ridgeway. Aside from the general economic
factors which impact these types of commercial properties, the local Stamford
economy may have a more significant impact on Ridgeway and our business. Thus,
stockholders may be exposed to greater risk than if our properties were less
concentrated.

We may be unable to acquire or may be delayed in acquiring appropriate
properties with the proceeds of the offering.

We currently have no specific properties under contract for acquisition
and we may be unable to acquire or may be delayed in acquiring appropriate
properties with the proceeds of the offering that will generate returns
consistent with our historical returns on our other properties. Pending the use
of the net proceeds to acquire properties, we intend to use the net proceeds to
reduce outstanding indebtedness under our revolving credit facilities, fund
renovations, make capital improvements to or pay leasing costs in connection
with our existing properties and make investments in short-term income
producing securities. Reducing outstanding indebtedness and making short-term
investments generally will provide us with a lower rate of return than
investing in income-producing real estate. As a result, our inability to
acquire, or delays in acquiring, appropriate properties may likely dilute the
amount of cash available per share for distributions to holders of Class A
common stock.

Our Class A common stock has less voting power than our common stock.

Our common stock is entitled to one vote per share on all matters
submitted to stockholders for a vote. Our Class A common stock is entitled to
1/20th of one vote per share on all matters submitted to stockholders for a
vote. Except as otherwise required by law, or as to certain matters as to which
separate class voting rights may be granted in the future to holders of one or
more other classes or series of our capital stock, holders of common stock and
Class A common stock vote together as a single class, and not as separate
classes, on all matters voted upon by our stockholders. After giving effect to
the issuance of 7,000,000 shares of Class A common stock pursuant to this
offering, the holders of our Class A common stock, as a group, will control 12%
of the voting power of our common equity securities and the holders of our
common stock, as a group, will control 88% of the voting power of our common
equity securities. Therefore, holders of our common stock have sufficient
voting power to approve or disapprove all matters voted upon by our
stockholders, including any proposal that could affect the relative dividend or
other rights of our common stock and Class A common stock. After giving effect
to the issuance of 7,000,000 shares of Class A common stock pursuant to this
offering, our directors and executive officers will beneficially own 50.2% of
our outstanding common stock and 5.7% of our outstanding Class A common stock,
representing an aggregate of 45.0% of the voting power of our common equity
securities which would allow them to effectively block approval of any proposal
which requires a vote of our stockholders.

The market value of our Class A common stock could decrease based on our
performance and market perception and conditions.

The market value of our Class A common stock may be based primarily upon
the market's perception of our growth potential and current and future cash
dividends, and may be secondarily based upon the real estate market value of
our underlying assets. The market price of our Class A common stock is
influenced by the dividend on our Class A common stock relative to market
interest rates. Rising interest rates may lead potential buyers of our Class A
common stock to expect a higher dividend rate, which would adversely affect the
market price of our Class A common stock. In addition, rising interest rates
would result in increased expense, thereby adversely affecting cash flow and
our ability to service our indebtedness and pay dividends.

S-8

SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA

The following table sets forth selected consolidated financial data for
each of the periods indicated. You should read our selected consolidated
financial data together with our consolidated financial statements and the
notes to those financial statements and with "Management's Discussion and
Analysis of Financial Condition and Results of Operations" incorporated by
reference into this prospectus supplement and the accompanying prospectus. The
financial data as of, and for the five years ended, October 31, 2001 are
derived from our audited consolidated financial statements. The selected
financial data as of and for the six-months ended April 30, 2002 and 2001 are
derived from our unaudited financial statements. The unaudited financial
statements include all adjustments, consisting of normal recurring accruals,
which we consider necessary for a fair presentation of the financial position
and the results of operations for those periods. The selected data provided
below are not necessarily indicative of our future results of operations or
financial performance, and our results for the six-months ended April 30, 2002
are not necessarily indicative of our results for the year ending October 31,
2002 or any future period.

SIX-MONTHS ENDED
APRIL 30, YEAR ENDED OCTOBER 31,
--------------------------- --------------------------------------------------------------------
2002 2001 2001 2000 1999 1998 1997
------------- ------------- ------------- ------------- ------------- ------------- ------------
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)

BALANCE SHEET DATA:
Total assets .................... $ 211,303 $ 184,164 $ 218,352 $ 180,792 $ 183,774 $ 165,039 $ 137,430
Mortgage notes payable .......... $ 49,869 $ 51,547 $ 47,115 $ 51,903 $ 51,263 $ 32,900 $ 43,687
Preferred stock ................. $ 14,341 $ 33,462 $ 33,462 $ 33,462 $ 33,462 $ 33,462 --
OPERATING DATA:
Total revenues .................. $ 19,985 $ 16,983 $ 36,093 $ 31,009 $ 29,430 $ 25,385 $ 24,719
Total operating expenses ........ $ 12,895 $ 12,549 $ 26,154 $ 23,281 $ 21,596 $ 17,252 $ 16,238
Net income applicable to
common and Class A common
stockholders ................... $ 9,123 $ 2,635 $ 10,540 $ 5,442 $ 6,043 $ 5,615 $ 8,589
Weighted average number of
shares outstanding (diluted):
Common and common
equivalent ..................... 6,371 5,887 6,038 5,433 5,317 5,283 5,194
Class A common and Class A
common equivalent .............. 10,524 5,622 5,606 5,532 5,545 5,279 5,194
PER SHARE DATA (1):
Diluted earnings per share:
Common stock ................... $ .52 $ .23 $ .88 $ .49 $ .54 $ .52 $ .79
Class A common stock ........... $ .57 $ .25 $ .97 $ .55 $ .61 $ .57 $ .86
Cash dividends on:
Common stock ................... $ .37 $ .36 $ .72 $ .70 $ .68 $ 1.13 $ 1.26
Class A common stock ........... $ .41 $ .40 $ .80 $ .78 $ .76 $ .19 --
--------- --------- --------- --------- --------- --------- ---------
$ .78 $ .76 $ 1.52 $ 1.48 $ 1.44 $ 1.32 $ 1.26
========= ========= ========= ========= ========= ========= =========
OTHER DATA:
Funds from Operations (2) ....... $ 9,675 $ 6,377 $ 14,611 $ 11,914 $ 11,878 $ 11,782 $ 10,189
========= ========= ========= ========= ========= ========= =========

- ----------
(1) Per share data for all periods prior to 1999 have been restated to
reflect the effect of a one-for-one stock dividend in the form of a new
issue of Class A common stock distributed in August 1998. However, the
cash dividends are presented based on actual amounts paid.

(2) We have adopted the definition of Funds from Operations (FFO) suggested
by the National Association of Real Estate Investment Trusts (NAREIT) and
define FFO as net income (computed in accordance with generally accepted
accounting principles), excluding gains (or losses) from sales of
properties, plus depreciation and amortization and after adjustments for
unconsolidated joint ventures. FFO does not represent net cash from
operating activities in accordance with generally accepted accounting
principles and should not be considered an alternative to net income as
an indicator of our operating performance, or to cash flows as a measure
of liquidity or ability to make distributions. For a further discussion
of FFO, see "Management's Discussion and Analysis of Financial Condition
and Results of Operations" which we have incorporated into this
prospectus supplement and the accompanying prospectus.

S-9

PRO FORMA FINANCIAL DATA

The following sets forth certain of our historical selected consolidated
financial data. The following data should be read in conjunction with our
consolidated financial statements and related notes thereto incorporated by
reference into this prospectus supplement and the accompanying prospectus. The
pro forma information is presented as if the acquisition of the Ridgeway
property had been completed at the beginning of each period presented for
operating, per share and other data and on the date of the balance sheet for
balance sheet data. The pro forma financial information is not necessarily
indicative of what our actual financial position and results of operations
would have been as of and for the periods presented, nor does it purport to
represent our future financial position or results of operations.

Unaudited Pro Forma Condensed Consolidated Balance Sheet

The following unaudited Pro Forma Condensed Consolidated Balance Sheet is
presented as if the Ridgeway property had been acquired as of April 30, 2002.
This pro forma information is based upon our historical balance sheet as of
April 30, 2002. In management's opinion, all material adjustments necessary to
reflect the effects of this transaction have been made. The Pro Forma Condensed
Consolidated Balance Sheet should be read in conjunction with the consolidated
financial statements and notes thereto incorporated by reference into this
prospectus supplement and the accompanying prospectus.

AS OF APRIL 30, 2002
------------------------------------------------
COMPANY RIDGEWAY COMPANY
HISTORICAL (a) PROPERTY (b) PRO FORMA
---------------- -------------- ------------
(UNAUDITED)
(IN THOUSANDS)

ASSETS:
Net real estate investments .............................. $ 180,860 $ 89,950 $ 270,810
Cash and cash equivalents ................................ 17,321 (12,466) 4,855
Other assets ............................................. 13,122 (922) 12,200
--------- --------- ---------
$ 211,303 $ 76,562 $ 287,865
========= ========= =========
LIABILITIES:
Secured revolving credit line ............................ $ -- $ 16,000 $ 16,000
Mortgage loans ........................................... 49,869 57,369 107,238
Other liabilities ........................................ 7,205 -- 7,205
--------- --------- ---------
57,074 73,369 130,443
--------- --------- ---------
MINORITY INTERESTS ....................................... 4,127 3,193 7,320
PREFERRED STOCK .......................................... 14,341 -- 14,341
STOCKHOLDERS' EQUITY:
Common stock ............................................. 64 -- 64
Class A common stock ..................................... 104 -- 104
Additional paid in capital ............................... 170,919 -- 170,919
Cumulative distributions in excess of net income ......... (29,137) -- (29,137)
Unearned compensation and notes from officers ............ (6,189) -- (6,189)
--------- --------- ---------
135,761 -- 135,761
--------- --------- ---------
$ 211,303 $ 76,562 $ 287,865
========= ========= =========

See notes to the unaudited pro forma financial statements on page S-13.

S-10

Unaudited Pro Forma Condensed Consolidated Statements of Income

The following unaudited Pro Forma Condensed Consolidated Statements of
Income for the year ended October 31, 2001 and for the six months ended April
30, 2002 are presented as if the Ridgeway property had been acquired as of the
beginning of each period presented. This pro forma information is based upon
our historical statements of income. In management's opinion, all material
adjustments necessary to reflect the effects of this transaction have been made.
The following should be read in conjunction with "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and the consolidated
financial statements and notes thereto incorporated by reference in this
prospectus supplement and the accompanying prospectus.

YEAR ENDED OCTOBER 31, 2001
---------------------------------------------------------------
COMPANY RIDGEWAY PRO FORMA COMPANY
HISTORICAL (c) PROPERTY (d) ADJUSTMENTS PRO FORMA
---------------- -------------- --------------- ------------
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNT)

REVENUES:
Operating leases ............................... $ 34,209 $ 9,695 $ 237 (h) $ 44,141
Lease termination income ....................... 1,137 650 -- 1,787
Interest and other ............................. 747 42 -- 789
-------- ------- -------- --------
36,093 10,387 237 46,717
-------- ------- -------- --------
OPERATING EXPENSES:
Property expenses .............................. 11,502 2,834 (290)(j) 14,046
Interest ....................................... 4,456 -- 6,377(e) 10,833
Depreciation and amortization .................. 7,568 -- 2,400 (f) 9,968
Other expenses and director fees ............... 2,628 -- -- 2,628
-------- ------- -------- --------
26,154 2,834 8,487 37,475
-------- ------- -------- --------
OPERATING INCOME ................................ 9,939 7,553 (8,250) 9,242
EQUITY IN EARNINGS OF UNCONSOLIDATED JOINT
VENTURE ......................................... 3,864 -- -- 3,864
MINORITY INTERESTS IN RESULTS OF CONSOLIDATED
JOINT VENTURES .................................. (432) -- -- (g) (432)
GAINS ON SALES OF REAL ESTATE INVESTMENTS ....... 316 -- -- 316
-------- ------- -------- --------
NET INCOME ...................................... 13,687 7,553 (8,250) 12,990
PREFERRED STOCK DIVIDENDS ....................... (3,147) -- -- (3,147)
-------- ------- -------- --------
NET INCOME APPLICABLE TO COMMON AND CLASS
A COMMON STOCKHOLDERS ........................... $ 10,540 $ 7,553 $ (8,250) $ 9,843
======== ======= ======== ========
BASIC EARNINGS PER SHARE:
Common ......................................... $ 0.91 $ 0.85
======== ========
Class A Common ................................. $ 1.01 $ 0.94
======== ========
WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING
Common ......................................... 5,881 5,881
======== ========
Class A Common ................................. 5,182 5,182
======== ========
DILUTED EARNINGS PER SHARE:
Common ......................................... $ 0.88 $ 0.82
======== ========
Class A Common ................................. $ 0.97 $ 0.91
======== ========
WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING:
Common and Common Equivalent ................... 6,038 6,038
======== ========
Class A Common and Class A Common
Equivalent ................................... 5,606 5,606
======== ========

See notes to the unaudited pro forma financial statements on page S-13.

S-11

SIX MONTHS ENDED APRIL 30, 2002
---------------------------------------------------------------
COMPANY RIDGEWAY PRO FORMA COMPANY
HISTORICAL (c) PROPERTY (d) ADJUSTMENTS PRO FORMA
---------------- -------------- --------------- ------------
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNT)

REVENUES:
Operating leases ........................... $19,434 $4,843 $ 127 (h) $24,404
Interest and other ......................... 551 15 (125)(i) 441
------- ------ -------- -------
19,985 4,858 2 24,845
------- ------ -------- -------
OPERATING EXPENSES:
Property expenses .......................... 5,796 1,482 (132)(j) 7,146
Interest ................................... 1,880 -- 2,450 (e) 4,330
Depreciation and amortization .............. 3,623 -- 1,200 (f) 4,823
Other expenses and director fees ........... 1,596 -- -- 1,596
------- ------ -------- -------
12,895 1,482 3,518 17,895
------- ------ -------- -------
OPERATING INCOME ............................ 7,090 3,376 (3,516) 6,950
MINORITY INTEREST IN RESULTS OF
CONSOLIDATED JOINT VENTURES ................ (214) -- -- (g) (214)
------- ------ -------- -------
NET INCOME .................................. 6,876 3,376 (3,516) 6,736
PREFERRED STOCK DIVIDENDS ................... (824) -- -- (824)
EXCESS OF REPURCHASE OF PREFERRED STOCK ..... 3,071 -- -- 3,071
------- ------ -------- -------
NET INCOME APPLICABLE TO COMMON AND CLASS
A COMMON .................................... $ 9,123 $3,376 $ (3,516) $ 8,983
======= ====== ======== =======
BASIC EARNINGS PER SHARE:
Common ..................................... $ 0.53 $ 0.53
======= =======
Class A Common ............................. $ 0.59 $ 0.58
======= =======
WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING:
Common ..................................... 6,013 6,013
======= =======
Class A Common ............................. 9,980 9,980
======= =======
DILUTED EARNINGS PER SHARE:
Common ..................................... $ 0.52 $ 0.51
======= =======
Class A Common ............................. $ 0.57 $ 0.56
======= =======
WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING:
Common and Common Equivalent ............... 6,371 6,371
======= =======
Class A Common and Class A Common
Equivalent ............................... 10,524 10,524
======= =======

See notes to the unaudited pro forma financial statements on page S-13.

S-12

Notes to Unaudited Pro Forma Financial Statements (in thousands)

(a) Reflects our historical consolidated balance sheet as of April 30, 2002.

(b) Reflects the acquisition of the Ridgeway property for $89,950 (including
$670 of transaction costs), assumption of a mortgage loan ($57,369),
application of cash deposits held by seller ($922), the minority interest
of the limited partner ($3,193), credit line borrowings ($16,000) and net
cash invested ($12,466).

(d) Reflects the addition of revenues and certain expenses of the Ridgeway
property for the year ended December 31, 2001 and six months ended March
31, 2002.

(e) Reflects pro forma interest on credit line borrowings of $16,000 and
$28,466 as if the borrowings were made on November 1, 2001 and 2000,
respectively. Also reflects pro forma interest on the mortgage loan of
$57,369 as if it was outstanding during the periods. Pro forma adjustments
reflect that during the year ended October 31, 2001, we would have had to
borrow the additional $12,466 since we did not have sufficient cash and
cash equivalents on hand. Interest on the credit line borrowing is based on
the average LIBOR rates for the respective periods.

Pro forma interest was computed as follows:

YEAR ENDED SIX MONTHS ENDED
OCTOBER 31, 2001 APRIL 30, 2002
------------------ -----------------

$57,369 mortgage loan at 7.54%.................. $4,325 $2,162
$28,466 credit line borrowings at a
weighted average of 7.21% .................... 2,052 --
$16,000 credit line borrowings at 3.58%......... -- 288
------ ------
$6,377 $2,450
====== ======

(f) Reflects depreciation on the Ridgeway property.

(g) The limited partner is entitled to a preference return of 9% per annum from
available cash remaining after the payment of a preferred return of 9% per
annum to us. For the year ended October 31, 2001 and six months ended April
30, 2002, pro forma earnings were less than the preference due us.
Accordingly, no amounts have been reflected as due the minority partner in
either period.

(h) Reflects pro forma adjustment to record operating rents on a straight-line
basis as if the Ridgeway property was acquired at the beginning of the
period.

(i) Reflects pro forma adjustment to interest income as if the cash investment
of $12,466 had been made at the beginning of the period, using an interest
rate of 2.03% which approximated our actual yield during the six month
period ended April 30, 2002.

(j) Reflects pro forma adjustment to property expenses to record the payment of
consulting fees of $125 and $62 for the year ended October 31, 2001 and six
months ended April 30, 2002, respectively, to an affiliate of the
partnership and to reflect a reduction in management fees of $415 and $194
for the same periods from a change in the property manager.

S-13

USE OF PROCEEDS

We estimate that the net proceeds to us from the sale of 7,000,000 shares
of our Class A common stock in this offering will be approximately $71,122,000
(at an assumed public offering price of $10.90 per share, the closing price of
our Class A common stock on June 10, 2002) after deducting the underwriting
discount and the estimated expenses of this offering. If the underwriters
exercise their over-allotment option in full, we estimate that our net proceeds
will be approximately $81,880,300.

We intend to use the net proceeds to acquire income producing properties
consistent with our current business strategy and to fund renovations on, or
capital improvements to, our existing properties, including tenant
improvements. We intend to focus our acquisition activities on neighborhood and
community shopping centers primarily located in the northeastern United States,
with a concentration on Fairfield County, Connecticut, and Westchester and
Putnam Counties, New York.

Pending the use of the net proceeds for acquisitions of properties, we
intend to use the net proceeds to reduce amounts outstanding under our
revolving credit facilities and make investments in short-term income-producing
securities. We intend to use $16,000,000 to repay amounts borrowed under our
revolving credit line in connection with our acquisition of the Ridgeway
property.

S-14

MARKET PRICE OF AND DISTRIBUTIONS ON OUR
CLASS A COMMON STOCK AND COMMON STOCK

Our Class A common stock and common stock trade on the New York Stock
Exchange under the symbols "UBP.A" and "UBP," respectively. The following table
sets forth the high and low sale prices of our Class A common stock and common
stock as reported by the New York Stock Exchange and dividend payments on our
Class A common stock and common stock on a quarterly basis for each of the
quarters indicated. On June 10, 2002, the closing sale prices of our Class A
common stock and common stock were $10.90 and $12.05 per share, respectively,
as reported by the New York Stock Exchange. As of June 10, 2002, there were
10,383,187 shares of Class A common stock outstanding held by 1,518 persons of
record and 6,375,478 shares of common stock outstanding held by 1,501 persons
of record.

CLASS A COMMON STOCK COMMON STOCK
----------------------------------- ----------------------------------
CASH CASH
DIVIDENDS DIVIDENDS
HIGH LOW PER SHARE HIGH LOW PER SHARE
----------- ----------- ----------- ----------- ----------- ----------

Fiscal 2002
- -----------
Third Quarter (through
June 10) .............. $ 11.30 $ 10.57 $ -- $ 12.45 $ 11.68 $ --
Second Quarter ......... 12.08 9.74 .205 12.45 10.20 .185
First Quarter .......... 10.28 9.01 .205 10.70 8.49 .185

Fiscal 2001
- -----------
Fourth quarter ......... 9.750 8.550 .20 8.930 8.020 .18
Third quarter .......... 9.277 8.123 .20 8.660 7.638 .18
Second quarter ......... 8.543 7.354 .20 7.848 6.987 .18
First quarter .......... 7.641 6.385 .20 7.274 6.354 .18

Fiscal 2000
- -----------
Fourth quarter ......... 7.563 7.125 .195 7.188 6.750 .175
Third quarter .......... 7.563 6.750 .195 7.313 6.750 .175
Second quarter ......... 7.688 7.250 .195 7.375 6.750 .175
First quarter .......... 7.688 7.125 .195 7.438 6.750 .175

We have paid uninterrupted quarterly dividends since we commenced
operations as a real estate investment trust in 1969. Future dividends will be
at the discretion of our Board of Directors and will depend on a number of
factors, including our operating results and financial condition. We cannot
assure you that the historical level of dividends will be maintained.

We have made, and we intend to continue to make, timely dividend
distributions to our shareholders sufficient to satisfy the annual distribution
requirements applicable to REITs under federal income tax law that are
discussed under "Federal Income Tax Consequences of Our Status as a REIT" and
to avoid the imposition of federal income and excise taxes on us. However, we
cannot assure you that we will be able to make sufficient distributions in any
given year to maintain our REIT status and to avoid the imposition of federal
income and excise taxes on us.

S-15

CAPITALIZATION

The following table sets forth (1) our actual, unaudited capitalization as
of April 30, 2002, and (2) our capitalization as adjusted to reflect the sale
of 7,000,000 shares of Class A common stock in this offering at an assumed
public offering price of $10.90 per share, the closing price of our Class A
common stock on June 10, 2002, and the application of the net proceeds as set
forth under "Use of Proceeds."

AS OF APRIL 30, 2002
---------------------------
ACTUAL AS ADJUSTED
------------ ------------
(UNAUDITED)
(IN THOUSANDS)

Long Term Debt:
Mortgage Notes Payable(2) ........................................ $ 49,869 $ 107,238
Preferred Stock, par value $.01 per share, 20,000,000 shares
Authorized; 8.99% Series B Senior Cumulative Preferred Stock
(liquidation preference of $100 per share); 150,000 shares issued
and outstanding .................................................. 14,341 14,341
Stockholders' Equity:
Excess Stock, par value $.01 per share, 10,000,000 shares
authorized; none issued and outstanding .......................... -- --
Common stock, par value $.01 per share, 30,000,000 shares
authorized; 6,375,478 shares issued and outstanding .............. 64 64
Class A common stock, par value $.01 per share, 40,000,000 shares
authorized; 10,383,187 shares issued and outstanding and
17,383,187 shares issued and outstanding as adjusted (1) ......... 104 174
Additional paid-in capital ........................................ 170,919 241,971
Cumulative distributions in excess of net income .................. (29,137) (29,137)
Unamortized restricted stock compensation and officers' notes
receivable ....................................................... (6,189) (6,189)
--------- ---------
Total Stockholders' Equity ........................................ $ 135,761 $ 206,883
========= =========
Total Capitalization .............................................. $ 199,971 $ 328,462
========= =========

- ----------
(1) 18,433,187 shares of Class A common stock if the underwriters exercise
their over-allotment option in full. Does not include (i) 282,696 shares
of Class A common stock reserved for issuance under our employee stock
option plans, (ii) 171,617 shares of Class A common stock reserved for
issuance under our dividend reinvestment and share purchase plan, (iii)
163,700 shares of Class A common stock reserved for issuance under our
restricted stock plan or (iv) 309,650 shares of Class A common stock
issuable upon redemption of outstanding partnership interests.

(2) As adjusted includes $57,369,000 mortgage note assumed in connection with
the acquisition of the Ridgeway property on June 7, 2002 and excludes
$16,000,000 borrowed under our revolving credit line which will be repaid
from the proceeds of this offering.

S-16

OUR COMPANY

OUR BUSINESS

We are a self-administered real estate investment trust, or REIT, which
owns and manages income producing commercial real estate investments. We have
been in business, and our common equity has been listed on the New York Stock
Exchange, since 1969. During that time, we have paid 130 consecutive quarterly
cash dividends to our stockholders. Our funds from operations have increased
from $7,653,000 in fiscal 1994 to $14,611,000 in fiscal 2001.

We have elected to be treated as a real estate investment trust for
federal income tax purposes. This treatment permits us to deduct dividend
distributions to our stockholders for federal income tax purposes, thus
effectively eliminating the "double taxation" that generally results when a
corporation earns income and distributes that income to its stockholders by way
of dividend payments. In order to maintain our status as a REIT, we must comply
with a number of requirements under federal income tax law that are discussed
under "Federal Income Tax Consequences of Our Status as a REIT." While we
intend to continue to qualify as a REIT, we cannot assure you that we will
qualify as a REIT in any particular taxable year given the highly complex
nature of the rules governing REITs.

OUR PROPERTIES

We currently own or have a direct or indirect equity interest in 26
properties. These properties consist of 15 neighborhood and community shopping
centers, three mixed-use (retail/office) properties, six office buildings and
two distribution and service facilities. Our properties are located in nine
states and contain in the aggregate 2.9 million square feet of gross leaseable
area.

Core Properties

Our primary investment focus is neighborhood and community shopping
centers which are typically anchored by grocery or drug stores and located in
suburban areas of the northeastern United States, with a primary concentration
in Fairfield County, Connecticut, and Westchester and Putnam Counties, New
York. In the Northeast, we currently own 14 neighborhood and community shopping
centers, three mixed-use (retail/office) properties and five office buildings.
We refer to these 22 properties, which contain 2.2 million square feet of
space, as our "core properties." As of June 10, 2002, our core properties
collectively had 394 tenants and were 96% leased. Three of our core properties
are owned through limited partnerships in which we are the general partner and
the former owners of the properties are the limited partners.

Non-core Properties

We also own four non-core properties located outside of the northeastern
United States. These include one office building, one retail property and two
industrial properties. As of June 10, 2002, the retail and industrial
properties were 100% leased and the office building was 70% leased. Our
strategy is to sell our non-core properties opportunistically over the next
several years and re-deploy the proceeds of sale into acquisitions of
properties located principally in our primary markets of Fairfield County,
Connecticut, and Westchester and Putnam Counties, New York.

S-17

The following table sets forth information as of June 10, 2002 concerning
each property in which we currently own an equity interest. Except as otherwise
noted, we own 100% of our properties.

GROSS
YEAR YEAR YEAR LEASABLE
LOCATION RENOVATED BUILT ACQUIRED SQUARE FEET TENANTS LEASED SIGNIFICANT TENANT(S)
- ---------------------- ----------- ------- ---------- ------------- --------- -------- --------------------------------------------

CORE
PROPERTIES
Retail Properties:
Stamford, CT(1) ...... 1997 1950 2002 360,000 35 88% Stop & Shop Supermarket
Springfield, MA ...... 1996 1970 1970 316,300 27 94% A&P Supermarket
Meriden, CT .......... 2001 1989 1993 312,500 24 98% ShopRite Supermarket
Danbury, CT .......... -- 1989 1995 194,000 20 98% Barnes & Noble, Christmas Tree Shops
Briarcliff, NY (2) ... 2000 1978 1998 160,000 30 99% Stop & Shop Supermarket
Carmel, NY ........... 1999 1983 1995 125,400 17 99% ShopRite Supermarket
Wayne, NJ ............ 1992 1959 1992 102,000 46 100% A&P Supermarket
Darien, CT ........... 1992 1985 1998 95,000 19 100% Shaw's Supermarket
Somers, NY ........... -- 1991 1999 77,900 36 100% Gristede's Supermarket
Farmingdale, NY ...... 1993 1981 1993 70,000 15 100% King Kullen Supermarket
Eastchester, NY(3).... 2002 1978 1997 70,500 9 96% Food Emporium Supermarket (Division of A&P)
Briarcliff, NY ....... -- 1975 2001 37,500 17 89% Dress Barn, Radio Shack
Danbury, CT .......... -- 1988 2002 33,250 6 100% Gateway
Somers, NY ........... -- 1987 1992 19,300 12 100% Putnam County Savings Bank
------- --
1,973,650 313
--------- ---
Office Properties:
Greenwich, CT ........ -- 1977 2001 10,500 4 100% Glenville Medical
Greenwich, CT ........ -- 1983 1998 18,700 2 100% Greenwich Hospital
Greenwich, CT ........ -- 1983 1993 10,300 3 100% Urstadt Biddle Properties Inc.
Greenwich, CT ........ 1983 1953 1994 10,200 4 100% Prescott Investors
Greenwich, CT ........ -- 1978 2000 8,900 4 100% Insurance Center of Greenwich
--------- ---
58,600 17
--------- ---
Mixed-Use:
Newington, NH ........ 1994 1975 1979 101,500 10 99% Linens 'N Things
Ridgefield, CT ....... 1999 1930 1998 48,600 51 90% Chico's
Briarcliff, NY ....... 2001 1981 1999 29,000 3 100% Westchester Community College
--------- ---
179,100 64
--------- ---
Total Core Properties 2,211,350 394 96%
========= === ===

- ----------
(1) This property is owned by a limited partnership in which we are the sole
general partner and have a 90% partnership interest. We are entitled to a
preferred return as the general partner and a preferred return is then
payable to the limited partners. Profits, if any, remaining after payment
of our preferred return and the limited partners' preferred return are
allocated 90% to the general partner and 10% to the limited partners.

(2) This property is owned by a limited partnership in which we are the sole
general partner and have a 63.4% partnership interest. We are entitled to
receive all of the profits of this limited partnership which exceed a
preferred return to the limited partners.

(3) This property is owned by a limited partnership in which we are the sole
general partner and have a 15% partnership interest. We are entitled to
receive all of the profits of this limited partnership which exceed a
preferred return to the limited partners.

S-18

GROSS
YEAR YEAR YEAR LEASABLE
LOCATION RENOVATED BUILT ACQUIRED SQUARE FEET TENANTS LEASED SIGNIFICANT TENANT
- ------------------------- ----------- ------- ---------- ------------- --------- -------- --------------------

NON-CORE PROPERTIES
Office Property:
Southfield, MI .......... -- 1973 1983 202,000 3 70% Giffels Associates
Retail Property:
Tempe, AZ ............... 2000 1970 1970 126,000 2 100% Mervyn's Department
Store
Distribution and Services
Properties:
Dallas, TX .............. 1989 1970 1970 253,000 1 100% DaimlerChrysler
St. Louis, MO ........... 2000 1970 1970 170,000 1 100% DaimlerChrysler
------- -
Total Non-Core Properties 751,000 7
======= =

We also hold three fixed rate mortgage notes totaling $3,479,000. The
notes bear rates of interest ranging from 12% to 14% per annum.

The following table sets forth a summary schedule of the lease expirations
for our core properties for the leases in place as of June 10, 2002, assuming
that none of the tenants exercise renewal options, if any, at or prior to the
scheduled expirations.

LEASE NUMBER OF SQUARE FEET OF PERCENTAGE OF TOTAL
EXPIRATION YEAR LEASES EXPIRING EXPIRING LEASES OCCUPIED SQUARE FEET
- ----------------- ----------------- ----------------- ---------------------

2002 39 43,700 2.1%
2003 60 124,900 5.9%
2004 51 126,700 6.0%
2005 39 181,200 8.5%
2006 38 142,100 6.7%
2007 28 82,600 3.9%
2008 28 216,500 10.2%
2009 31 257,500 12.0%
2010 20 158,700 7.5%
2011 27 166,800 7.8%
Thereafter 33 623,900 29.4%
--- --------- -----
Total 394 2,124,600 100.0%
=== ========= =====

The following table provides certain information regarding the scheduled
principal payments of our non-recourse mortgage indebtedness outstanding at
April 30, 2002 (plus mortgage debt assumed in connection with the acquisition
of the Ridgeway property) over the next ten years:

WEIGHTED AVERAGE
FISCAL YEAR ENDING SCHEDULED PRINCIPAL INTEREST RATE OF DEBT
OCTOBER 31 PAYMENTS MATURING EACH YEAR
- -------------------- --------------------- ----------------------

balance of 2002 $ 712,000 --
2003 1,763,000 --
2004 1,901,000 --
2005 2,050,000 --
2006 8,894,000 8.19%
2007 11,190,000 7.84%
2008 53,280,000 7.54%
2009 17,918,000 7.06%
2010 5,440,000 7.78%
2011 4,090,000 7.25%
------------ ----
$107,238,000 7.53%
============ ====

S-19

TENANTS

Our shopping center tenants consist of national, regional and local
retailers. Our typical shopping center is anchored by an established major
grocery store operator in the region. The balance of our retail properties are
leased to regional drug stores, national value oriented retail stores and other
regional and local retailers. Two of our shopping centers, not anchored by
grocery stores, are located adjacent to large regional malls which create
substantial retail shopping traffic. Our properties generally attract tenants
who provide basic staples and convenience items to local customers. We believe
sales of these items are less sensitive to fluctuations in the business cycle
than higher priced retail items. No single retail tenant currently represents
more than 6% of the total annual base rent of our retail properties. The list
below shows our ten largest tenants by percent of total annual base rent of our
retail properties as of June 10, 2002.

PERCENT OF TOTAL ANNUAL
TENANT NO. OF STORES BASE RENT OF RETAIL PROPERTIES
- ---------------------------------------------------- --------------- -------------------------------

Stop & Shop Companies, Inc. ........................ 3 6.0%
Great Atlantic & Pacific Tea Company (A&P) ......... 3 4.9%
Bed Bath & Beyond .................................. 1 3.7%
Marshalls .......................................... 2 3.5%
ShopRite Supermarkets .............................. 2 3.4%
Christmas Tree Shops, Inc. ......................... 1 3.2%
Dress Barn, Inc. ................................... 5 2.1%
Linens `N Things, Inc. ............................. 2 2.1%
Shaw's Supermarkets, Inc. .......................... 1 1.9%
The Gap Inc. ....................................... 2 1.7%

Nearly all of our shopping center tenants have leases that obligate the
tenant to pay fixed base rentals monthly in advance and its pro-rata share of
real estate taxes, insurance, utilities and common area operating expenses of
the shopping center. Our properties are typically adaptable for varied tenant
layouts and can be reconfigured to accommodate new tenants or the changing
space needs of existing tenants.

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MANAGEMENT

Our senior management group includes professionals with an average of 29
years of experience in real estate investment and related fields. We also have
a strong independent Board of Directors with many years of experience in the
real estate industry. Detailed biographical information on our officers and
directors is set forth below.

After giving effect to the issuance of 7,000,000 shares of Class A common
stock in this offering, our directors and executive officers will beneficially
own 50.2% of our outstanding shares of common stock and 5.7% of our outstanding
shares of Class A common stock, which collectively will represent approximately
17.9% of the total combined outstanding shares of common stock and Class A
common stock and 45.0% of the aggregate voting power of the outstanding shares
of common stock and Class A common stock.

BOARD OF DIRECTORS

The following persons currently serve as members of our Board of
Directors:

NAME AGE POSITION
- ------------------------------- ----- ---------------------------

Charles J. Urstadt ............ 73 Chairman and Director
Robert R. Douglass ............ 70 Vice Chairman and Director
Willing L. Biddle ............. 40 Director
E. Virgil Conway .............. 72 Director
Peter Herrick ................. 75 Director
George H.C. Lawrence .......... 64 Director
Charles D. Urstadt ............ 42 Director
George J. Vojta ............... 66 Director

Charles J. Urstadt has served as a Director since 1975 and as our Chairman
of the Board of Trustees/Directors and Chief Executive Officer since 1989. He
is also Chairman and Director of Urstadt Property Company, Inc., a real estate
investment corporation that is not affiliated with the Company other than
through Mr. Urstadt's personal affiliation with the two companies. Mr. Urstadt
was appointed First Chairman and CEO of the Battery Park City Authority by
Governor Nelson A. Rockefeller in 1968. The Authority was created to develop
100 acres in the Hudson River off lower Manhattan as a new community containing
six million square feet of hotel, shopping, education, service and recreational
space and he has been called the "Father of Battery Park City." His term as
Chairman expired in 1978. He was reappointed as a member of the Authority in
1998 by Governor Pataki for a six-year term and was elected Vice Chairman upon
his appointment. As Commissioner of NYS Housing and Community Renewal from 1967
to 1973, he was responsible for the administration of New York State's $2.5
billion middle income housing program, its $1 billion low income housing
program, its $185 million Urban Renewal Program and State Rent Control. This
entailed the planning, construction and management of over 60,000 apartments in
144 middle income projects, 66,000 apartments in 290 low income projects and
200,000 apartments under rent control. He was also the chief architect of the
concept for the New York State Urban Development Corporation which was created
in 1968, as well as other New York State legislation which vitally affected
housing throughout New York State between 1967 and 1973. Other significant
positions of Mr. Urstadt include: former Director, Putnam Trust Company; former
Trustee, Teacher's Insurance and Annuity Association; Trustee Emeritus, Pace
University; former Chairman & President of Pearce, Urstadt, Mayer & Greer
Realty Corp; and Trustee of Historic Hudson Valley. He has served four
Presidents and five New York Governors in various appointed positions in the
Housing and Real Estate areas during his career.

Robert R. Douglass has served as a Director since 1991. Mr. Douglass is
also currently Of Counsel to Milbank, Tweed, Hadley and McCloy, the Chairman
and a Director of Cedel International and the Chairman and a Director of
Clearstream International. Other significant positions of Mr. Douglass include:
retired Vice Chairman and Director of The Chase Manhattan Corporation (1985 to

S-21

1993), Executive Vice President, General Counsel and Secretary of The Chase
Manhattan Corporation (1976 to 1985); Trustee of Dartmouth College (1983 to
1993); Chairman of the Downtown Lower Manhattan Association; Chairman of the
Alliance for Downtown New York; and a Member of the Council on Foreign
Relations.

Willing L. Biddle has served as a Director since 1997 and as our President
and Chief Operating Officer since 1996. Other significant positions of Mr.
Biddle include: our Executive Vice President from March 1996 to December 1996;
our Senior Vice President -- Management from June 1995 to March 1996; our Vice
President -- Retail from April 1993 to June 1995; Director of Putnam Trust
Company; Certified Property Manager by IREM; Licensed Real Estate Broker, New
York; and former Executive Committee Member of the Real Estate Finance
Association. Mr. Biddle is the son-in-law of Charles J. Urstadt.

E. Virgil Conway has served as a Director since 1989. Mr. Conway recently
retired as Chairman of the Metropolitan Transportation Authority after serving
in that capacity since 1995. Other significant positions of Mr. Conway include:
Chairman of the Financial Accounting Standards Advisory Council (1992-1995);
Chairman and Director of The Seamen's Bank for Savings, FSB (1969-1989);
Trustee of Consolidated Edison Company of New York, Inc.; Director of Union
Pacific Corporation; Trustee of Phoenix Duff & Phelps Mutual Funds; Trustee of
Atlantic Mutual Insurance Company (1974-2002); Director of Centennial Insurance
Company (1974-2002); Director of AccuHealth, Inc.; Chairman of the New York
Housing Partnership Development Corporation; Vice Chairman of the Academy of
Political Science; Trustee of Pace University; and Trustee Emeritus of Colgate
University.

Peter Herrick has served as a Director since 1990. Other significant
positions of Mr. Herrick include: retired Vice Chairman (1990-1992) and
Director of The Bank of New York; President and Chief Operating Officer of The
Bank of New York (1982 to 1990); President and Director of The Bank of New York
Company, Inc. (1984 to 1992); Member of the New York State Banking Board (1990
to 1993); Director of BNY Hamilton Funds (1992-1999); and Director of
MasterCard International (1985-1992).

George H.C. Lawrence has served as a Director since 1988. Mr. Lawrence is
also currently the President and Chief Executive Officer of Lawrence Investing
Company, Inc. (since 1970). Other significant positions of Mr. Lawrence
include: Trustee of Sarah Lawrence College; Director of the Westchester County
Association; Senior Vice President and Director of Kensico Cemetery; Director
of CLX Energy; and Chairman of the Board of Trustees of Indian River Hospital
District.

Charles D. Urstadt has served as a Director since 1997 after having served
on our Board of Consultants since 1991. Mr. Urstadt is also currently the
President and Director of Urstadt Property Company, Inc. Other significant
positions of Mr. Urstadt include: former Executive Vice President of Brown
Harris Stevens, LLC (1992-2001); Publisher of the New York Construction News
(1984-1992); President and Director of the East Side Association (1994-1997);
Director of Friends of Channel 13 (since 1992); Board Member of the New York
State Board for Historic Preservation (since 1996); and Director of the New
York Building Congress (1988-1992). Charles D. Urstadt is the son of Charles J.
Urstadt.

George J. Vojta has served as a Director since 1999. Other significant
positions of Mr. Vojta include: retired Vice Chairman and Director of Bankers
Trust Company (1992-1999); Executive Vice President of Bankers Trust Company
(1984-1992); Member of the New York State Banking Board; Director of the
Private Export Funding Corporation; Chairman of the Wharton Financial
Institutions Center; Chairman of The Westchester Group, LLC; Director of the
Financial Services Forum; Member of the Council on Foreign Relations; and
Trustee of Continuum Health Partners.

S-22

EXECUTIVE OFFICERS AND OTHER KEY MEMBERS OF MANAGEMENT

The following persons currently serve as our officers in the capacities
indicated:

NAME AGE POSITION
- ------------------------------ ----- ------------------------------------------------

Charles J. Urstadt ........... 73 Chief Executive Officer
Willing L. Biddle ............ 40 President and Chief Operating Officer
James R. Moore ............... 54 Executive Vice President, Chief Financial
Officer and Treasurer
Raymond P. Argila ............ 53 Senior Vice President, Chief Legal Officer and
Assistant Secretary
Thomas D. Myers .............. 50 Vice President, Secretary and Associate Counsel
John C. Merritt .............. 46 Vice President, Acquisitions
James M. Aries ............... 37 Vice President, Acquisitions and Leasing
Wayne W. Wirth ............... 56 Vice President, Construction
Linda L. Lacey ............... 36 Vice President, Leasing
Joseph V. LoParrino .......... 34 Vice President, Controller
Heidi Bramante ............... 35 Assistant Vice President, Assistant Controller

For biographical information for Messrs. Urstadt and Biddle, see "Board of
Directors" above.

James R. Moore has served as our Executive Vice President and Chief
Financial Officer since 1996 and served as our Senior Vice President and Chief
Financial Officer from 1989 to 1996. Mr. Moore has also served as our Treasurer
since 1987. Mr. Moore is a Certified Public Accountant in the State of New
York. Other significant positions of Mr. Moore include: former Senior Manager
of Ernst & Young; Member of the American Institute of Certified Public
Accountants; and Member of the Accounting Committee of the National Association
of Real Estate Investment Trusts (NAREIT).

Raymond P. Argila has served as our Senior Vice President and Chief Legal
Officer since 1990. Other significant positions of Mr. Argila include: former
Senior Counsel to New York Region of Cushman & Wakefield, Inc.; former Vice
President and Chief Legal Officer of Pearce, Urstadt, Mayer & Greer Realty
Corp.; and Member of the New York State Bar Association.

Thomas D. Myers has served as our Vice President and Associate Counsel
since 1995 and Secretary since 1998. Other significant positions of Mr. Myers
include: former Vice President and Associate General Counsel of Peoples
Westchester Savings Bank; and Member of the New York State Bar Association.

John C. Merritt has served as our Vice President and Director of
Acquisitions since 1997. Mr. Merritt previously served as our Assistant Vice
President-Management from 1995 to 1997. Other significant positions of Mr.
Merritt include: Former President of Ridge Management and Merritt Development
Corp.; Owner of Merritt Commercial Realty, Inc.; RPA designation from the
Building Owners and Managers Association; Senior Certified Shopping Center
Manager by ICSC; Certified Property Manager by the Institute of Real Estate
Management; and Licensed Real Estate Broker in New York and Connecticut.

James M. Aries has served as our Vice President of Acquisitions and
Leasing since 2001. Mr. Aries is an attorney and prior to joining us was
Director of Leasing at Kin Properties, Inc. from 1999 to 2001. Other
significant positions of Mr. Aries include Vice President of Leasing for Bryant
Development Corporation (1995-1999); and Director of Real Estate for Melville
Corporation (1993-1995).

Wayne W. Wirth has served as our Vice President of Construction since
1998. Other significant positions of Mr. Wirth include: Regional Property
Manager, Newmark & Company (1996 to 1998); and Project and Property Manager,
Gateside Corporation (1988 to 1996). Prior to 1996 Mr. Wirth owned his own
construction company and was employed with the U.S. Navy.

Linda L. Lacey has served as Vice President of Leasing since 1999. Other
significant positions of Ms. Lacey include: Assistant Vice President, Apple
Bank for Savings (1995 to 1997); Assistant Vice President, S.L. Green Real
Estate, Inc. (1991 to 1995); BOMA Certified Real Property Administrator; and
Licensed Real Estate Broker, New York.

S-23

Joseph V. LoParrino has served as our Controller since 1999, Mr. LoParrino
is a Certified Public Accountant licensed in the State of New York. Prior to
joining the Company, Mr. LoParrino held the position of Accounting Supervisor
of Corporate Property Investors (a REIT) from 1993 to 1998 and Senior
Accountant for Margold, Ersken & Wang, CPAs from 1990 to 1993.

Heidi Bramante has served as Assistant Vice President -- Assistant
Controller since 1997 and served in various administrative capacities with us
since 1988. Prior to joining the Company. Ms. Bramante was an administrative
assistant at Investor's Business Daily. Ms. Bramante currently serves as
Co-President of the Board of St. Cecilia's School.

S-24

FEDERAL INCOME TAX CONSEQUENCES OF OUR STATUS AS A REIT

This section summarizes the federal income tax issues that you, as a
stockholder, may consider relevant. Because this section is a summary, it does
not address all of the tax issues that may be important to you. In addition,
this section does not address the tax issues that may be important to certain
types of stockholders that are subject to special treatment under the federal
income tax laws, such as insurance companies, tax-exempt organizations (except
to the extent discussed in "Taxation of Tax-Exempt Stockholders" below),
financial institutions or broker-dealers, and non-U.S. individuals and foreign
corporations (except to the extent discussed in "Taxation of Non-U.S.
Stockholders" below).

The statements in this section are based on the current federal income tax
laws governing qualification as a REIT. We cannot assure you that new laws,
interpretations of law, or court decisions, any of which may take effect
retroactively, will not cause any statement in this section to be inaccurate.

In connection with this offering of our Class A common stock, Coudert
Brothers LLP is rendering an opinion, which will be filed as an exhibit to the
registration statement of which this prospectus supplement is a part, that we
qualified to be taxed as a REIT under the federal income tax laws for our
taxable years ended October 31, 1999 through October 31, 2001, and our
organization and current and proposed method of operation will enable us to
continue to qualify as a REIT for our taxable year ending October 31, 2002 and
in the future. You should be aware that the opinion is based on current law and
is not binding on the Internal Revenue Service or any court. In addition, the
opinion is based on customary assumptions and on our representations as to
factual matters, all of which are described in the opinion. Moreover, we urge
you to consult your own tax advisor regarding the specific tax consequences to
you of investing in our Class A common stock and of our election to be taxed as
a REIT. Specifically, you should consult your own tax advisor regarding the
federal, state, local, foreign, and other tax consequences of such investment
and election, and regarding potential changes in applicable tax laws.

TAXATION

We elected to be taxed as a REIT under the federal income tax laws
beginning with our taxable year ended October 31, 1970. We believe that we have
operated in a manner qualifying us as a REIT since our election and intend to
continue so to operate. This section discusses the laws governing the federal
income tax treatment of a REIT and its stockholders. These laws are highly
technical and complex.

Our qualification as a REIT depends on our ability to meet, on a
continuing basis, qualification tests in the federal tax laws. Those
qualification tests involve the percentage of income that we earn from
specified sources, the percentages of our assets that fall within specified
categories, the diversity of our stock ownership, and the percentage of our
earnings that we distribute. We describe the REIT qualification tests in more
detail below. For a discussion of the tax treatment of us and our stockholders
if we fail to qualify as a REIT, see "Failure to Qualify" below.

If we qualify as a REIT, we generally will not be subject to federal
income tax on the taxable income that we distribute to our stockholders. The
benefit of that tax treatment is that it avoids the "double taxation," or
taxation at both the corporate and stockholder levels, that generally results
from owning stock in a corporation. However, we will be subject to federal tax
in the following circumstances:

o We will pay federal income tax on taxable income, including net
capital gain, that we do not distribute to stockholders during, or
within a specified time period after, the calendar year in which the
income is earned;

o We may be subject to the "alternative minimum tax" on any items of tax
preference that we do not distribute or allocate to stockholders;

o We will pay income tax at the highest corporate rate on:

S-25

o net income from the sale or other disposition of property
acquired through foreclosure ("foreclosure property") that we
hold primarily for sale to customers in the ordinary course of
business, and

o other non-qualifying income from foreclosure property.

o We will pay a 100% tax on net income from sales or other dispositions
of property, other than foreclosure property, that we hold primarily
for sale to customers in the ordinary course of business.

o If we fail to satisfy the 75% gross income test or the 95% gross
income test, as described below under "Requirements for Qualification
-- Income Tests," and nonetheless continue to qualify as a REIT
because we meet other requirements, we will pay a 100% tax on:

o the gross income attributable to the greater of the amounts by
which we fail the 75% and 95% gross income tests, multiplied by,

o a fraction intended to reflect our profitability.

o If we fail to distribute during a calendar year at least the sum of:

o 85% of our REIT ordinary income for the year,

o 95% of our REIT capital gain net income for the year, and

o any undistributed taxable income from earlier periods, we will
pay a 4% excise tax on the excess of the required distribution
over the amount we actually distributed.

o We may elect to retain and pay income tax on our net long-term capital
gain.

o We will be subject to a 100% excise tax on transactions with a taxable
REIT subsidiary that are not conducted on an arm's-length basis.

o If we acquire any asset from a C corporation, or a corporation that
generally is subject to full corporate-level tax, in a merger or other
transaction in which we acquire a basis in the asset that is
determined by reference either to the C corporation's basis in the
asset or to another asset, we will pay tax at the highest regular
corporate rate applicable if we recognize gain on the sale or
disposition of the asset during the 10-year period after we acquire
the asset. The amount of gain on which we will pay tax is the lesser
of:

o the amount of gain that we recognize at the time of the sale or
disposition, and

o the amount of gain that we would have recognized if we had sold
the asset at the time we acquired it.

Pursuant to recently issued temporary Treasury regulations, we no longer
must make an election in order to defer recognition of the built-in gain with
respect to assets acquired from a C corporation after January 1, 2002.

REQUIREMENTS FOR QUALIFICATION

A REIT is an entity that meets each of the following requirements:

1. It is managed by trustees or directors.

2. Its beneficial ownership is evidenced by transferable shares, or by
transferable certificates of beneficial interest.

3. It would be taxable as a domestic corporation, but for the REIT
provisions of the federal income tax laws.

4. It is neither a financial institution nor an insurance company subject
to special provisions of the federal income tax laws.

5. At least 100 persons are beneficial owners of its shares or ownership
certificates.

S-26

6. Not more than 50% in value of its outstanding shares or ownership
certificates is owned, directly or indirectly, by five or fewer
individuals, which the federal income tax laws define to include
certain entities, during the last half of any taxable year.

7. It elects to be a REIT, or has made such election for a previous
taxable year, and satisfies all relevant filing and other
administrative requirements established by the Internal Revenue
Service that must be met to elect and maintain REIT status.

8. It meets certain other qualification tests, described below, regarding
the nature of its income and assets.

We must meet requirements 1 through 4 during our entire taxable year and
must meet requirement 5 during at least 335 days of a taxable year of 12
months, or during a proportionate part of a taxable year of less than 12
months. If we comply with all the requirements for ascertaining the ownership
of our outstanding shares in a taxable year and have no reason to know that we
violated requirement 6, we will be deemed to have satisfied requirement 6 for
that taxable year. For purposes of determining share ownership under
requirement 6, an "individual" generally includes a supplemental unemployment
compensation benefits plan, a private foundation, or a portion of a trust
permanently set aside or used exclusively for charitable purposes. An
"individual," however, generally does not include a trust that is a qualified
employee pension or profit sharing trust under the federal income tax laws, and
beneficiaries of such a trust will be treated as holding our shares in
proportion to their actuarial interests in the trust for purposes of
requirement 6.

We have issued sufficient shares of common stock and Class A common stock
with sufficient diversity of ownership to satisfy requirements 5 and 6. In
addition, our Charter restricts the ownership and transfer of the shares of
common stock and Class A common stock so that we should continue to satisfy
these requirements. The provisions of our Charter restricting the ownership and
transfer of shares of common stock and Class A common stock are described in
the prospectus under "Description of Capital Stock -- Restrictions on Ownership
and Transfer."

For U.S. federal income tax purposes, a corporation that is a "qualified
REIT subsidiary" is not treated as a corporation separate from its parent REIT.
All assets, liabilities and items of income, deduction and credit of a
"qualified REIT subsidiary" are treated as assets, liabilities and items of
income, deduction and credit of the REIT. A "qualified REIT subsidiary" is a
corporation, all of the capital stock of which is owned by the REIT and for
which no election has been made to treat such corporation as a "Taxable REIT
Subsidiary." We have three corporate subsidiaries, 323 Railroad Corp., UB
Danbury, Inc. and UB Darien, Inc., and own all of their capital stock. For
federal income tax purposes, 323 Railroad Corp., UB Danbury, Inc. and UB
Darien, Inc. are ignored as separate entities, and all of their assets,
liabilities and items of income, deduction and credit are treated as our
assets, liabilities and items of income, deduction and credit.

An unincorporated domestic entity, such as a partnership, that has a
single owner, generally is not treated as an entity separate from its parent
for federal income tax purposes. An unincorporated domestic entity with two or
more owners is generally treated as a partnership for federal income tax
purposes. In the case of a REIT that is a partner in a partnership that has
other partners, the REIT is treated as owning its proportionate share of the
assets of the partnership and as earning its allocable share of the gross
income of the partnership for purposes of the applicable REIT qualification
tests. Thus, our proportionate share of the assets, liabilities and items of
income of any partnership or joint venture or limited liability company that is
treated as a partnership for federal income tax purposes in which we have
acquired or will acquire an interest, directly or indirectly (a "subsidiary
partnership"), will be treated as our assets and gross income for purposes of
applying the various REIT qualification requirements.

Tax legislation enacted in 1999 allows a REIT to own up to 100% of the
stock of a "taxable REIT subsidiary," or TRS, in taxable years beginning on or
after January 1, 2001. A TRS may earn income that would not be qualifying
income if earned directly by the parent REIT. Both the subsidiary and the REIT
must jointly elect to treat the subsidiary as a TRS. A TRS will pay income tax
at regular

S-27

corporate rates on any income that it earns. In addition, the new rules limit
the deductibility of interest paid or accrued by a TRS to its parent REIT to
assure that the TRS is subject to an appropriate level of corporate taxation.
Further, the rules impose a 100% excise tax on transactions between a TRS and
its parent REIT or the REIT's tenants that are not conducted on an arm's-length
basis. We do not currently have any TRSs, but may form one or more TRSs in
future taxable years.

INCOME TESTS

We must satisfy two gross income tests annually to maintain our
qualification as a REIT. First, at least 75% of our gross income for each
taxable year must consist of defined types of income that we derive, directly
or indirectly, from investments relating to real property or mortgages on real
property or qualified temporary investment income. Qualifying income for
purposes of that 75% gross income test generally includes:

o rents from real property;

o interest on debt secured by mortgages on real property, or on
interests in real property;

o dividends or other distributions on, and gain from the sale of, shares
in other REITs; and

o gain from the sale of real estate assets.

Second, in general, at least 95% of our gross income for each taxable year
must consist of income that is qualifying income for purposes of the 75% gross
income test, other types of interest and dividends, gain from the sale or
disposition of stock or securities, income from certain interest rate hedging
contracts, or any combination of these. Gross income from any origination fees
is not qualifying income for purposes of either gross income test, and gross
income from our sale of property that we hold primarily for sale to customers
in the ordinary course of business is excluded from both the numerator and the
denominator in both income tests. The following paragraphs discuss the specific
application of the gross income tests to us.

A REIT will incur a 100% tax on the net income derived from any sale or
other disposition of property, other than foreclosure property, that the REIT
holds primarily for sale to customers in the ordinary course of a trade or
business. We believe that none of our assets are held primarily for sale to
customers and that a sale of any of our assets would not be in the ordinary
course of our business. Whether a REIT holds an asset "primarily for sale to
customers in the ordinary course of a trade or business" depends, however, on
the facts and circumstances in effect from time to time, including those
related to a particular asset. Nevertheless, we will attempt to comply with the
terms of safe-harbor provisions in the federal income tax laws prescribing when
an asset sale will not be characterized as a prohibited transaction. We cannot
assure you, however, that we can comply with the safe-harbor provisions or that
we will avoid owning property that may be characterized as property that we
hold "primarily for sale to customers in the ordinary course of a trade or
business."

We will be subject to tax at the maximum corporate rate on any income from
foreclosure property, other than income that otherwise would be qualifying
income for purposes of the 75% gross income test, less expenses directly
connected with the production of that income. However, gross income from
foreclosure property will qualify under the 75% and 95% gross income tests.
"Foreclosure property" is any real property, including interests in real
property, and any personal property incident to such real property:

o that is acquired by a REIT as the result of the REIT having bid on
such property at foreclosure, or having otherwise reduced such
property to ownership or possession by agreement or process of law,
after there was a default or default was imminent on a lease of such
property or on indebtedness that such property secured;

o for which the related loan was acquired by the REIT at a time when the
default was not imminent or anticipated; and

o for which the REIT makes a proper election to treat the property as
foreclosure property.

S-28

We have no foreclosure property as of the date of this prospectus supplement.

However, a REIT will not be considered to have foreclosed on a property
where the REIT takes control of the property as a mortgagee-in-possession and
cannot receive any profit or sustain any loss except as a creditor of the
mortgagor. Property generally ceases to be foreclosure property at the end of
the third taxable year following the taxable year in which the REIT acquired
the property, or longer if an extension is granted by the Secretary of the
Treasury. This grace period terminates and foreclosure property ceases to be
foreclosure property on the first day:

o on which a lease is entered into for the property that, by its terms,
will give rise to income that does not qualify for purposes of the 75%
gross income test, or any amount is received or accrued, directly or
indirectly, pursuant to a lease entered into on or after such day that
will give rise to income that does not qualify for purposes of the 75%
gross income test;

o on which any construction takes place on the property, other than
completion of a building or any other improvement, where more than 10%
of the construction was completed before default became imminent; or

o which is more than 90 days after the day on which the REIT acquired
the property and the property is used in a trade or business which is
conducted by the REIT, other than through an independent contractor
from whom the REIT itself does not derive or receive any income.

Rent that we receive from real property that we own and lease to tenants
will qualify as "rents from real property," which is qualifying income for
purposes of the 75% and 95% gross income tests, only if each of the following
conditions is met:

o The rent must not be based, in whole or in part, on the income or
profits of any person, but may be based on a fixed percentage or
percentages of receipts or sales.

o Neither we nor a direct or indirect owner of 10% or more of our shares
may own, actually or constructively, 10% or more of a tenant from whom
we receive rent (other than a TRS in taxable years beginning after
December 31, 2000). Rent we receive from a TRS will qualify as "rents
from real property" if at least 90% of the leased space of the
property is rented to persons other than TRSs and 10%-owned tenants
and the amount of rent paid by the TRS is substantially comparable to
the rent paid by the other tenants of the property for comparable
space.

o All of the rent received under a lease of real property will not
qualify as "rents from real property" unless the rent attributable to
the personal property leased in connection with such lease is no more
than 15% of the total rent received under the lease. Pursuant to
legislation effective January 1, 2001, the allocation of rent between
real and personal property is based on the relative fair market values
of the real and personal property.

o We generally must not operate or manage our real property or furnish
or render services to our tenants, other than through an independent
contractor who is adequately compensated and from whom we do not
derive revenue. However, we need not provide services through an
independent contractor, but instead may provide services directly, if
the services are "usually or customarily rendered" in connection with
the rental of space for occupancy only and are not considered to be
provided for the tenants' convenience. In addition, we may provide a
minimal amount of "noncustomary" services to the tenants of a
property, other than through an independent contractor, as long as our
income from the services does not exceed 1% of our income from the
related property. Further, we may own up to 100% of the stock of a TRS
in taxable years beginning after December 31, 2000. A TRS generally
can provide customary and noncustomary services to our tenants without
tainting our rental income.

We believe that the rents we receive meet all of these conditions.

S-29

If we fail to satisfy one or both of the gross income tests for any
taxable year, we nevertheless may qualify as a REIT for that year if we qualify
for relief under certain provisions of the federal income tax laws. Those
relief provisions generally will be available if:

o our failure to meet such tests is due to reasonable cause and not due
to willful neglect;

o we attach a schedule of the sources of our income to our tax return;
and

o any incorrect information on the schedule was not due to fraud with
intent to evade tax.

We cannot predict, however, whether in all circumstances we would qualify
for the relief provisions. In addition, as discussed above in "Taxation," even
if the relief provisions apply, we would incur a 100% tax on the gross income
attributable to the greater of the amounts by which we fail the 75% and 95%
gross income tests, multiplied by a fraction intended to reflect our
profitability.

ASSET TESTS

To maintain our qualification as a REIT, we also must satisfy two asset
tests at the end of each quarter of each taxable year. First, at least 75% of
the value of our total assets must consist of:

o cash or cash items, including certain receivables;

o government securities;

o interests in real property, including leaseholds and options to
acquire real property and leaseholds;

o interests in mortgages on real property;

o stock in other REITs; and

o investments in stock or debt instruments during the one-year period
following our receipt of new capital that we raise through equity
offerings or offerings of debt with at least a five-year term.

Under the second asset test, except for securities in the 75% asset class,
securities in a TRS or qualified REIT subsidiary, and certain partnership
interests and certain debt obligations:

o not more than 5% of the value of our total assets may be represented
by securities of any one issuer;

o we may not own securities that possess more than 10% of the total
voting power of the outstanding securities of any one issuer; and

o we may not own securities that have a value of more than 10% of the
total value of the outstanding securities of any one issuer (the "10%
value test").

In addition, not more than 20% of the value of our total assets may be
represented by securities of one or more TRSs.

We believe that our existing assets are qualifying assets for purposes of
the 75% asset test. We also believe that any additional real property that we
acquire, loans that we extend and temporary investments that we make generally
will be qualifying assets for purposes of the 75% asset test, except to the
extent that the principal balance of any loan exceeds the value of the
associated real property or to the extent the asset is a loan that is not
deemed to be an interest in real property. We will monitor the status of our
acquired assets for purposes of the various asset tests and will manage our
portfolio in order to comply at all times with such tests. If we fail to
satisfy the asset tests at the end of a calendar quarter, we will not lose our
REIT status if:

o we satisfied the asset tests at the end of the preceding calendar
quarter; and

o the discrepancy between the value of our assets and the asset test
requirements arose from changes in the market values of our assets and
was not wholly or partly caused by the acquisition of one or more
non-qualifying assets.

S-30

If we did not satisfy the condition described in the first item, above, we
still could avoid disqualification by eliminating any discrepancy within 30
days after the close of the calendar quarter in which it arose.

As described above, in taxable years beginning after December 31, 2000, we
may own up to 100% of the stock of one or more TRSs. TRSs can perform
activities unrelated to our tenants, such as third-party management,
development, and other independent business activities, as well as provide
services to our tenants. We and a subsidiary must elect for the subsidiary to
be treated as a TRS. A corporation of which a TRS directly or indirectly owns
more than 35% of the voting power or value of the stock will automatically be
treated as a TRS. The deductibility of interest paid or accrued by a TRS to us
is limited to assure that the TRS is subject to an appropriate level of
corporate taxation. Further, there is a 100% excise tax on transactions between
a TRS and us or our tenants that are not conducted on an arm's-length basis. We
may not own more than 10% of the voting power or value of the stock of a
taxable subsidiary that is not treated as a TRS. Overall, no more than 20% of
our assets can consist of securities of TRSs. We do not currently have any
TRSs, but may form one or more TRSs in future taxable years.

DISTRIBUTION REQUIREMENTS

Each taxable year, we must distribute dividends, other than capital gain
dividends and deemed distributions of retained capital gain, to our
stockholders in an aggregate amount at least equal to:

o the sum of

o 90% of our "REIT taxable income," computed without regard to the
dividends paid deduction and our net capital gain or loss, and

o 90% of our after-tax net income, if any, from foreclosure
property, minus

o the sum of certain items of non-cash income.

We must pay such distributions in the taxable year to which they relate,
or in the following taxable year if we declare the distribution before we
timely file our federal income tax return for the year and pay the distribution
on or before the first regular dividend payment date after such declaration.

We will pay federal income tax on taxable income, including net capital
gain, that we do not distribute to stockholders. Furthermore, if we fail to
distribute during a calendar year, or by the end of January following the
calendar year in the case of distributions with declaration and record dates
falling in the last three-months of the calendar year, at least the sum of:

o 85% of our REIT ordinary income for such year,

o 95% of our REIT capital gain income for such year, and

o any undistributed taxable income from prior periods,

we will incur a 4% nondeductible excise tax on the excess of such required
distribution over the amounts we actually distribute. We may elect to retain
and pay income tax on the net long-term capital gain we receive in a taxable
year. See "Taxation of Taxable U.S. Stockholders" below. If we so elect, we
will be treated as having distributed any such retained amount for purposes of
the 4% excise tax described above. We have made, and we intend to continue to
make, timely distributions sufficient to satisfy the annual distribution
requirements.

It is possible that, from time to time, we may experience timing
differences between:

o the actual receipt of income and actual payment of deductible
expenses, and

o the inclusion of that income and deduction of such expenses in
arriving at our REIT taxable income.

S-31

Under certain circumstances, we may be able to correct a failure to meet
the distribution requirement for a year by paying "deficiency dividends" to our
stockholders in a later year. We may include such deficiency dividends in our
deduction for dividends paid for the earlier year. Although we may be able to
avoid income tax on amounts distributed as deficiency dividends, we will be
required to pay interest to the Internal Revenue Service based upon the amount
of any deduction we take for deficiency dividends.

RECORDKEEPING REQUIREMENTS

We must maintain certain records in order to qualify as a REIT. In
addition, to avoid a monetary penalty, we must request on an annual basis
information from our stockholders designed to disclose the actual ownership of
our outstanding shares. We have complied, and we intend to continue to comply,
with these requirements.

FAILURE TO QUALIFY

If we fail to qualify as a REIT in any taxable year, and no relief
provision applies, we would be subject to federal income tax and any applicable
alternative minimum tax on our taxable income at regular corporate rates. In
calculating our taxable income in a year in which we fail to qualify as a REIT,
we would not be able to deduct amounts paid out to stockholders. In fact, we
would not be required to distribute any amounts to stockholders in that year.
In such event, to the extent of our current and accumulated earnings and
profits, all distributions to stockholders would be taxable as ordinary income.
Subject to certain limitations of the federal income tax laws, corporate
stockholders might be eligible for the dividends received deduction. Unless we
qualified for relief under specific statutory provisions, we also would be
disqualified from taxation as a REIT for the four taxable years following the
year during which we ceased to qualify as a REIT. We cannot predict whether in
all circumstances we would qualify for such statutory relief.

TAXATION OF TAXABLE U.S. STOCKHOLDERS

As long as we qualify as a REIT, a taxable "U.S. stockholder" must take
into account as ordinary income distributions made out of our current or
accumulated earnings and profits that we do not designate as capital gain
dividends or retained long-term capital gain. A U.S. stockholder will not
qualify for the dividends received deduction generally available to
corporations. The term "U.S. stockholder" means a holder of Class A common
stock that, for United States federal income tax purposes, is:

o a citizen or resident of the United States,

o an entity created or organized under the laws of the United States or
of a political subdivision of the United States,

o an estate whose income is includible in gross income for United States
federal income tax purposes regardless of its source, or

o any trust with respect to which

o a United States court is able to exercise primary supervision
over its administration, and

o one or more United States persons have the authority to control
all of its substantial decisions.

A U.S. stockholder generally will recognize distributions that we
designate as capital gain dividends as long-term capital gain without regard to
the period for which the U.S. stockholder has held its Class A common stock. A
corporate U.S. stockholder, however, may be required to treat up to 20% of
certain capital gain dividends as ordinary income.

We may elect to retain and pay income tax on the net long-term capital
gain that we receive in a taxable year. In that case, a U.S. stockholder would
be taxed on its proportionate share of our

S-32

undistributed long-term capital gain. The U.S. stockholder would receive a
credit or refund for its proportionate share of the tax we paid. The U.S.
stockholder would increase the basis in its shares of Class A common stock by
the amount of its proportionate share of our undistributed long-term capital
gain, minus its share of the tax we paid.

A U.S. stockholder will not incur tax on a distribution in excess of our
current and accumulated earnings and profits if the distribution does not
exceed the adjusted basis of the U.S. stockholder's shares of Class A common
stock. Instead, the distribution will reduce the adjusted basis of such shares
of Class A common stock. A U.S. stockholder will recognize a distribution in
excess of both our current and accumulated earnings and profits and the U.S.
stockholder's adjusted basis in his or her shares of Class A common stock as
long-term capital gain, or short-term capital gain if the shares of Class A
common stock have been held for one year or less, assuming the shares of Class
A common stock are a capital asset in the hands of the U.S. stockholder. For
purposes of determining whether a distribution is made out of our current or
accumulated earnings and profits, our earnings and profits will be allocated
first to dividends on our preferred stock and then to dividends on our common
equity.

Stockholders may not include in their individual income tax returns any of
our net operating losses or capital losses. Instead, these losses are generally
carried over by us for potential offset against our future income. Taxable
distributions from us and gain from the disposition of the shares of Class A
common stock will not be treated as passive activity income and, therefore,
stockholders generally will not be able to apply any "passive activity losses,"
such as losses from certain types of limited partnerships in which the
stockholder is a limited partner, against such income. In addition, taxable
distributions from us and gain from the disposition of shares of Class A common
stock generally will be treated as investment income for purposes of the
investment interest limitations. We will notify stockholders after the close of
our taxable year as to the portions of the distributions attributable to that
year that constitute ordinary income, return of capital and capital gain.

TAXATION OF U.S. STOCKHOLDERS ON THE DISPOSITION OF CLASS A COMMON STOCK

In general, a U.S. stockholder who is not a dealer in securities must
treat any gain or loss realized upon a taxable disposition of his or her shares
of Class A common stock as long-term capital gain or loss if the U.S.
stockholder has held the shares of Class A common stock for more than one year.
However, a U.S. stockholder must treat any loss upon a sale or exchange of
shares of Class A common stock held by such stockholder for six-months or less
as a long-term capital loss to the extent of capital gain dividends and other
distributions from us that such U.S. stockholder treats as long-term capital
gain. All or a portion of any loss that a U.S. stockholder realizes upon a
taxable disposition of the shares of Class A common stock may be disallowed if
the U.S. stockholder purchases other shares of Class A common stock within 30
days before or after the disposition.

CAPITAL GAINS AND LOSSES

The tax rate differential between capital gain and ordinary income for
non-corporate taxpayers may be significant. A taxpayer generally must hold a
capital asset for more than one year for gain or loss derived from its sale or
exchange to be treated as long-term capital gain or loss. The highest marginal
individual income tax rate is currently 38.6% and, under current law, is to be
reduced in the future. The maximum tax rate on long-term capital gain
applicable to non-corporate taxpayers is 20% for sales and exchanges of assets
held for more than one year. The maximum tax rate on long-term capital gain
from the sale or exchange of "section 1250 property," or depreciable real
property, is 25% to the extent that such gain would have been treated as
ordinary income if the property were "section 1245 property." With respect to
distributions that we designate as capital gain dividends and any retained
capital gain that we are deemed to distribute, we generally may designate
whether such a distribution is taxable to our non-corporate stockholders at a
20% or 25% rate. In addition, the characterization of income as capital gain or
ordinary income may affect the deductibility of capital losses. A non-corporate
taxpayer may deduct capital losses not offset by capital gains against its
ordinary income only up to a maximum annual amount of $3,000. A non-corporate
taxpayer may

S-33

carry forward unused capital losses indefinitely. A corporate taxpayer must pay
tax on its net capital gain at ordinary corporate rates. A corporate taxpayer
can deduct capital losses only to the extent of capital gains, with unused
losses being carried back three years and forward five years.

INFORMATION REPORTING REQUIREMENTS AND BACKUP WITHHOLDING

We will report to our stockholders and to the Internal Revenue Service the
amount of distributions we pay during each calendar year, and the amount of tax
we withhold, if any. Under the backup withholding rules, a stockholder may be
subject to backup withholding at a rate of 30% with respect to distributions
unless the holder:

o is a corporation or comes within certain other exempt categories and,
when required, demonstrates this fact; or

o provides a taxpayer identification number, certifies as to no loss of
exemption from backup withholding, and otherwise complies with the
applicable requirements of the backup withholding rules.

A stockholder who does not provide us with its correct taxpayer
identification number also may be subject to penalties imposed by the Internal
Revenue Service. Any amount paid as backup withholding will be creditable
against the stockholder's income tax liability. In addition, we may be required
to withhold a portion of capital gain distributions to any stockholders who
fail to certify their non-foreign status to us. For a discussion of the backup
withholding rules as applied to non-U.S. stockholders, see "Taxation of
Non-U.S. Stockholders."

TAXATION OF TAX EXEMPT STOCKHOLDERS

Tax-exempt entities, including qualified employee pension and profit
sharing trusts and individual retirement accounts, generally are exempt from
federal income taxation. However, they are subject to taxation on their
unrelated business taxable income. While many investments in real estate
generate unrelated business taxable income, the Internal Revenue Service has
issued a ruling that dividend distributions from a REIT to an exempt employee
pension trust do not constitute unrelated business taxable income so long as
the exempt employee pension trust does not otherwise use the shares of the REIT
in an unrelated trade or business of the pension trust. Based on that ruling,
amounts that we distribute to tax-exempt stockholders generally should not
constitute unrelated business taxable income. However, if a tax-exempt
stockholder were to finance its acquisition of shares of Class A common stock
with debt, a portion of the income that it receives from us would constitute
unrelated business taxable income pursuant to the "debt-financed property"
rules. Furthermore, social clubs, voluntary employee benefit associations,
supplemental unemployment benefit trusts and qualified group legal services
plans that are exempt from taxation under special provisions of the federal
income tax laws are subject to different unrelated business taxable income
rules, which generally will require them to characterize distributions that
they receive from us as unrelated business taxable income. Finally, in certain
circumstances, a qualified employee pension or profit sharing trust that owns
more than 10% of our shares must treat a percentage of the dividends that it
receives as unrelated business taxable income. Such percentage is equal to the
gross income we derive from an unrelated trade or business, determined as if we
were a pension trust, divided by our total gross income for the year in which
we pay the dividends. That rule applies to a pension trust holding more than
10% of our shares only if:

o the percentage of our dividends that the tax-exempt trust must treat
as unrelated business taxable income is at least 5%;

o we qualify as a REIT by reason of the modification of the rule
requiring that no more than 50% of our shares be owned by five or
fewer individuals that allows the beneficiaries of the pension trust
to be treated as holding our shares in proportion to their actuarial
interests in the pension trust; and

S-34

o either

o one pension trust owns more than 25% of the value of our shares;
or

o a group of pension trusts individually holding more than 10% of
the value of our shares collectively owns more than 50% of the
value of our shares.

TAXATION OF NON-U.S. STOCKHOLDERS

The rules governing U.S. federal income taxation of nonresident alien
individuals, foreign corporations, foreign partnerships, and other foreign
stockholders are complex. This section is only a summary of such rules. We urge
non-U.S. stockholders to consult their own tax advisors to determine the impact
of federal, state, and local income tax laws on ownership of the shares of
Class A common stock, including any reporting requirements.

A non-U.S. stockholder that receives a distribution that is not
attributable to gain from our sale or exchange of U.S. real property interests,
as defined below, and that we do not designate as a capital gain dividend or
retained capital gain will recognize ordinary income to the extent that we pay
the distribution out of our current or accumulated earnings and profits. A
withholding tax equal to 30% of the gross amount of the distribution ordinarily
will apply unless an applicable tax treaty reduces or eliminates the tax.
However, if a distribution is treated as effectively connected with the
non-U.S. stockholder's conduct of a U.S. trade or business, the non-U.S.
stockholder generally will be subject to federal income tax on the distribution
at graduated rates, in the same manner as U.S. stockholders are taxed on
distributions and also may be subject to the 30% branch profits tax in the case
of a non-U.S. stockholder that is a non-U.S. corporation. We plan to withhold
U.S. income tax at the rate of 30% on the gross amount of any distribution paid
to a non-U.S. stockholder unless either:

o a lower treaty rate applies and the non-U.S. stockholder files the
required form evidencing eligibility for that reduced rate with us, or

o the non-U.S. stockholder files the required form with us claiming that
the distribution is effectively connected income.

A non-U.S. stockholder will not incur tax on a distribution in excess of
our current and accumulated earnings and profits if the distribution does not
exceed the adjusted basis of its shares of Class A common stock. Instead, the
distribution will reduce the adjusted basis of those shares of Class A common
stock. A non-U.S. stockholder will be subject to tax on a distribution that
exceeds both our current and accumulated earnings and profits and the adjusted
basis of its shares of Class A common stock, if the non-U.S. stockholder
otherwise would be subject to tax on gain from the sale or disposition of its
shares of Class A common stock, as described below. Because we generally cannot
determine at the time we make a distribution whether or not the distribution
will exceed our current and accumulated earnings and profits, we normally will
withhold tax on the entire amount of any distribution at the same rate as we
would withhold on a dividend. However, a non-U.S. stockholder may obtain a
refund of amounts that we withhold if we later determine that a distribution in
fact exceeded our current and accumulated earnings and profits.

We must withhold 10% of any distribution that exceeds our current and
accumulated earnings and profits. Consequently, although we intend to withhold
at a rate of 30% on the entire amount of any distribution, to the extent that
we do not do so, we will withhold at a rate of 10% on any portion of a
distribution not subject to withholding at a rate of 30%.

For any year in which we qualify as a REIT, a non-U.S. stockholder will
incur tax on distributions that are attributable to gain from our sale or
exchange of "U.S. real property interests" under special provisions of the
federal income tax laws known as "FIRPTA." The term "U.S. real property
interests" includes interests in real property and shares in corporations at
least 50% of whose assets consist of interests in real property. Under those
rules, a non-U.S. stockholder is taxed on distributions attributable to gain
from sales of U.S. real property interests as if the gain were effectively
connected with a U.S. business of the non-U.S. stockholder. A non-U.S.
stockholder thus would be taxed on this distribution at the normal capital gain
rates applicable to U.S. stockholders, subject to applicable

S-35

alternative minimum tax and a special alternative minimum tax in the case of a
nonresident alien individual. A non-U.S. corporate stockholder not entitled to
treaty relief or exemption also may be subject to the 30% branch profits tax on
such a distribution. We must withhold 35% of any distribution that we could
designate as a capital gain dividend. A non-U.S. stockholder may receive a
credit against our tax liability for the amount we withhold.

A non-U.S. stockholder generally will not incur tax under FIRPTA on gain
from the sale of our Class A common stock as long as at all times non-U.S.
persons hold, directly or indirectly, less than 50% in value of such stock. We
cannot assure you that that test will be met. However, a non-U.S. stockholder
that owned, actually or constructively, 5% or less of the shares of Class A
common stock at all times during a specified testing period will not incur tax
on such gain under FIRPTA if the shares of Class A common stock are "regularly
traded" on an established securities market. Because the Class A common stock
is regularly traded on an established securities market, a non-U.S. stockholder
will not incur tax under FIRPTA on gain from the sale of our Class A common
stock unless it owns more than 5% of the Class A common stock. If the gain on
the sale of the shares of Class A common stock were taxed under FIRPTA, a
non-U.S. stockholder would be taxed on that gain in the same manner as U.S.
stockholders subject to applicable alternative minimum tax, a special
alternative minimum tax in the case of nonresident alien individuals, and the
possible application of the 30% branch profits tax in the case of non-U.S.
corporations. Furthermore, a non-U.S. stockholder generally will incur tax on
gain not subject to FIRPTA if:

o the gain is effectively connected with the non-U.S. stockholder's U.S.
trade or business, in which case the non-U.S. stockholder will be
subject to the same treatment as U.S. stockholders with respect to
such gain, or

o the non-U.S. stockholder is a nonresident alien individual who was
present in the U.S. for 183 days or more during the taxable year and
has a "tax home" in the United States, in which case the non-U.S.
stockholder will incur a 30% tax on his or her capital gains.

STATE AND LOCAL TAXES

We and/or our stockholders may be subject to taxation by various states
and localities, including those in which we or a stockholder transacts
business, owns property or resides. The state and local tax treatment may
differ from the federal income tax treatment described above. Consequently,
stockholders should consult their own tax advisors regarding the effect of
state and local tax laws upon an investment in the shares of Class A common
stock.

S-36

UNDERWRITING

Ferris, Baker Watts, Incorporated, Morgan Keegan & Company, Inc., J.J.B.
Hilliard, W.L. Lyons, Inc. and Advest, Inc. are acting as the underwriters in
this offering. Subject to the terms and conditions contained in the
underwriting agreement, we have agreed to sell to the underwriters, and the
underwriters have agreed to purchase from us, the number of shares set forth
opposite their names below. The underwriting agreement provides that the
obligation of the underwriters to pay for and accept delivery of the Class A
common stock is subject to approval of certain legal matters by counsel and to
certain other conditions. The underwriters must take and pay for all of the
shares of Class A common stock, other than those covered by the over-allotment
option described below, if any of these shares are taken.

UNDERWRITER NUMBER OF SHARES
----------- -----------------
Ferris, Baker Watts, Incorporated .........
Morgan Keegan & Company, Inc. .............
J.J.B. Hilliard, W.L. Lyons, Inc. .........
Advest, Inc. ..............................
Total ..................................... 7,000,000
=========

The following table shows the per share and total underwriting discount we
will pay to the underwriters. These amounts are shown assuming both no exercise
and full exercise of the underwriters' option to purchase 1,050,000 additional
shares of Class A common stock.

NO EXERCISE FULL EXERCISE
------------- --------------
Per share .......... $ $
Total .............. $ $

The underwriters propose to offer our Class A common stock directly to the
public at the offering price set forth on the cover page of this prospectus
supplement. The underwriters may allow certain dealers a concession of not more
than $ per share. The underwriters also may allow, and those dealers may
reallow, a concession not in excess of $ per share to certain other
dealers.

The shares of Class A common stock offered and sold in this offering will
be listed on the New York Stock Exchange under the symbol "UBP.A".

We have granted the underwriters an option, exercisable for 30 days after
the date of this prospectus supplement, to purchase up to 1,050,000 additional
shares of Class A common stock to cover over-allotments, if any, at the public
offering price less the underwriting discount set forth on the cover page of
this prospectus supplement. If the underwriters exercise this option, the
underwriters will have a firm commitment, subject to certain conditions, to
purchase all of the shares of Class A common stock covered by their option
exercise.

We expect to incur expenses of approximately $1,363,000 in connection with
this offering. The expenses we expect to incur in this offering include an
advisory fee of 1.0% of the gross proceeds of the offering payable to Ferris,
Baker Watts, Incorporated for advisory services in connection with the
evaluation, analysis and structuring of this offering as well as reimbursement
of expenses incurred by the underwriters in connection with this offering.

Pursuant to lock-up agreements, our directors and officers have agreed
that they will not, directly or indirectly, sell, offer, contract or grant any
option to sell, pledge, transfer, establish an open "put equivalent position"
within the meaning of Rule 16a-1(h) under the Exchange Act or otherwise dispose
of any shares of our Class A common stock, options or warrants to acquire
shares of our Class A common stock, or securities exchangeable or exercisable
for or convertible into shares of our Class A common stock without the prior
written consent of Ferris, Baker Watts, Incorporated for a period of 90 days
from the date of this prospectus supplement. Bona fide gifts are excepted from
the restrictions of the lock-up agreements, provided the transferee agrees to
be bound by similar restrictions.

S-37

In addition, we have agreed that for a period of 90 days from the date of
this prospectus supplement, we will not, without the prior written consent of
Ferris, Baker Watts, Incorporated, directly or indirectly, sell, offer,
contract or grant any option to sell, pledge, transfer, establish an open "put
equivalent position" within the meaning of Rule 16a-1(h) under the Exchange Act
or otherwise dispose of or transfer, or announce the offering of, or file any
registration statement under the Securities Act in respect of, any shares of
our Class A common stock, options or warrants to acquire shares of our Class A
common stock, or securities exchangeable or exercisable for or convertible into
shares of our Class A common stock.

During this lock-up period, we may, however:

o issue shares of Class A common stock upon the exercise of certain
outstanding warrants;

o grant options to purchase Class A common stock and issue shares of
Class A common stock upon the exercise of options pursuant to any
existing stock option plan or arrangement or issue shares of Class A
common stock in the ordinary course of business pursuant to our
existing employee benefits plans;

o issue shares of Class A common stock under our dividend reinvestment
plan; and

o issue shares of Class A common stock or partnership units convertible
into Class A common stock to pay for properties we acquire from
sellers who are not affiliates of ours;

so long as the recipients of such securities are also subject to the 90 day
lock-up period.

We have agreed to indemnify the underwriters against certain liabilities,
including liabilities under the Securities Act, or to contribute to payments
the underwriters may be required to make in respect of those liabilities.

In connection with the offering, the underwriters may engage in certain
transactions that stabilize the price of the Class A common stock. These
transactions consist of bids or purchases for the purpose of pegging, fixing or
maintaining the price of the Class A common stock. If the underwriters create a
short position in the Class A common stock in connection with the offering,
that is, if they sell more than 7,000,000 shares, the underwriters may reduce
that short position by purchasing our shares of Class A common stock in the
open market. In general, the purchase of a security for the purpose of
stabilization or to reduce a short position could cause the price of the
security to be higher than it might be in the absence of such purchases.

Neither we nor the underwriters make any representation or prediction as
to the direction or magnitude of any effect that the transactions described
above may have on the price of the Class A common stock. In addition, neither
we nor the underwriters make any representation that the underwriters will
engage in these transactions or that these transactions, once begun, will not
be discontinued without notice.

EXPERTS

Our consolidated financial statements and schedules incorporated in this
prospectus supplement and the accompanying prospectus by reference from our
Annual Report on Form 10-K for the year ended October 31, 2001 have been
audited by Arthur Andersen LLP, independent public accountants, as stated in
their report with respect thereto and have been so incorporated in reliance
upon the authority of said firm as experts in accounting and auditing in giving
said reports.

The statement of revenues and certain expenses of the Ridgeway Property
for the year ended December 31, 2001 which is included in our Current Report on
Form 8-K dated June 7, 2002 has been audited by Friedman Alpren & Green LLP,
independent public accountants, as set forth in their report included in our
Current Report on Form 8-K dated June 7, 2002 and is incorporated by reference
into this prospectus supplement and the accompanying prospectus. The statement
is so incorporated in reliance upon the authority of said firm as experts in
accounting and auditing in giving said reports.

S-38

LEGAL OPINIONS

The legality of the shares of Class A common stock offered in this
offering will be passed upon by Miles & Stockbridge P.C., Baltimore, Maryland.
The description of federal income tax consequences contained in the section of
this prospectus supplement entitled "Federal Income Tax Consequences of Our
Status as a REIT" is based upon an opinion of Coudert Brothers LLP, New York,
New York. Certain legal matters relating to this offering will be passed upon
for the underwriters by Hunton & Williams. Hunton & Williams will rely as to
matters of Maryland law on the opinion of Miles & Stockbridge P.C.

S-39

================================================================================

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN OR INCORPORATED BY
REFERENCE INTO THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS. WE HAVE NOT
AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION DIFFERENT FROM THAT CONTAINED
IN OR INCORPORATED BY REFERENCE INTO THIS PROSPECTUS SUPPLEMENT OR THE
PROSPECTUS. WE ARE OFFERING TO SELL CLASS A COMMON STOCK ONLY IN JURISDICTIONS
WHERE OFFERS AND SALES ARE PERMITTED. THE INFORMATION CONTAINED IN OR
INCORPORATED BY REFERENCE INTO THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS IS
ACCURATE ONLY AS OF THE DATE ON THE FRONT COVER OF THE DOCUMENT, REGARDLESS OF
THE TIME OF DELIVERY OF THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS OR ANY
SALE OF CLASS A COMMON STOCK.

PROSPECTUS SUPPLEMENT

A WARNING ABOUT FORWARD-LOOKING
STATEMENTS .......................... S-2
WHERE YOU CAN FIND MORE
INFORMATION ......................... S-2
PROSPECTUS SUPPLEMENT SUMMARY .......... S-4
RISK FACTORS ........................... S-8
SELECTED CONSOLIDATED FINANCIAL
AND OTHER DATA ...................... S-9
USE OF PROCEEDS ........................ S-14
MARKET PRICE OF AND DISTRIBUTIONS
ON OUR CLASS A COMMON STOCK AND
COMMON STOCK ........................ S-15
CAPITALIZATION ......................... S-16
OUR COMPANY ............................ S-17
MANAGEMENT ............................. S-21
FEDERAL INCOME TAX CONSEQUENCES
OF OUR STATUS AS A REIT ............. S-25
UNDERWRITING ........................... S-37
EXPERTS ................................ S-38
LEGAL OPINIONS ......................... S-39

PROSPECTUS

ABOUT THIS PROSPECTUS .................. 3
OUR COMPANY ............................ 3
RISK FACTORS ........................... 5
CERTAIN RATIOS ......................... 12
USE OF PROCEEDS ........................ 13
DESCRIPTION OF CAPITAL STOCK ........... 14
DESCRIPTION OF DEBT SECURITIES ......... 27
CERTAIN PROVISIONS OF OUR CHARTER
AND BYLAWS, MARYLAND LAW, OUR
STOCKHOLDER RIGHTS PLAN, CHANGE
OF CONTROL AGREEMENTS AND
INDEMNIFICATION AGREEMENTS .......... 32
PLAN OF DISTRIBUTION ................... 38
EXPERTS ................................ 39
LEGAL OPINIONS ......................... 39
WHERE YOU CAN FIND MORE
INFORMATION ......................... 39

================================================================================

[URSTADT BIDDLE PROPERTIES INC. LOGO]

7,000,000 SHARES
CLASS A COMMON STOCK

-----------------------------------------------------
PROSPECTUS SUPPLEMENT
-----------------------------------------------------

FERRIS, BAKER WATTS
Incorporated

MORGAN KEEGAN & COMPANY, INC.

J.J.B. HILLIARD, W.L. LYONS, INC.

ADVEST, INC.

, 2002

================================================================================

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION BECOMES EFFECTIVE. THIS PROSPECTUS IS NOT AN
OFFER TO SELL THESE SECURITIES AND IT IS NOT SEEKING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

SUBJECT TO COMPLETION, DATED MARCH 22,JUNE 11, 2002

PROSPECTUS

[URSTADT BIDDLE PROPERTIES INC. LOGO]

URSTADT BIDDLE PROPERTIES INC.

$150,000,000

Common Stock
ClassCOMMON STOCK
CLASS A Common Stock
Preferred Stock
Depositary Shares
Debt SecuritiesCOMMON STOCK
PREFERRED STOCK
DEPOSITARY SHARES
DEBT SECURITIES

We intend to issue from time to time (i) common stock, (ii) Class A common
stock, (iii) preferred stock, (iv) depositary shares representing entitlement
to all rights and preferences of a fraction of a share of preferred stock of a
specified series and represented by depositary receipts and (v) debt
securities, having an aggregate public offering price of up to $150,000,000.
Our common stock, Class A common stock, preferred stock, depositary shares and
debt securities (collectively referred to as our securities) may be offered in
separate series, in amounts, at prices and on terms that will be determined at
the time of sale and set forth in one or more supplements to this prospectus.

Our common stock entitles the holder to one vote per share and our Class A
common stock entitles the holder to 1/20th of one vote per share on all matters
submitted to a vote of shareholders.stockholders. Each share of our Class A common stock is
also entitled to dividends in an amount equal to not less than 110% of the
regular quarterly dividends paid on each share of our common stock.

The specific terms of the securities with respect to which this prospectus
is being delivered will be set forth in the applicable prospectus supplement
and will include, where applicable (i) in the case of common stock and Class A
common stock, the number of shares and initial offering price; (ii) in the case
of preferred stock, the series designation and number of shares, the dividend,
liquidation, redemption, conversion, voting and other rights, the initial
public offering price and whether interests in the preferred stock will be
represented by depositary shares; and (iii) in the case of debt securities, the
specific designation, aggregate principal amount, currency, denominations,
maturity, priority, interest rate, time of payment of interest, terms of
redemption at our option or repayment at the option of the holder or for
sinking fund payments, terms for conversion into or exchange for shares of our
other securities, and the initial offering price. In addition, the specific
terms may include limitations on direct or beneficial ownership and
restrictions on transfer of the securities, in each case as may be appropriate
to preserve our status as a real estate investment trust, or REIT, for federal
income tax purposes.

The applicable prospectus supplement will also contain information, where
applicable, about United States federal income tax considerations, and any
exchange listing of the securities covered by the prospectus supplement.

Our securities may be offered directly, through agents designated from
time to time by us, or to or through underwriters or dealers. If any agents or
underwriters are involved in the sale of any of our securities, their names and
any applicable purchase price, fee, commission or discount arrangement between
or among them, will be set forth in the applicable prospectus supplement. None
of our securities may be sold without delivery of the applicable prospectus
supplement describing the method and terms of the offering of those securities.

Our common stock and our Class A common stock are listed on the New York
Stock Exchange under the symbols "UBP" and "UBP.A," respectively.

INVESTING IN OUR SECURITIES INVOLVES RISKS. YOU SHOULD CAREFULLY CONSIDER
THE RISK FACTORS BEGINNING ON PAGE 5 OF THIS PROSPECTUS AND THE RISK FACTORS
CONTAINED IN THE PROSPECTUS SUPPLEMENT BEFORE BUYING ANY OFFERED SECURITIES.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.

The date of this prospectus is __________ ___,, 2002

A WARNING ABOUT FORWARD-LOOKING STATEMENTS

This prospectus, any accompanying prospectus supplement and the documents
they incorporate by reference may contain "forward-looking" statements as
described in Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. These forward-looking statements usually
include words like "believes," "anticipates" and "expects" and describe our
expectations for the future. Some of these expectations may not be met in
important ways for a variety of reasons. We will describe these reasons under
the heading "Risk Factors" in this prospectus and the applicable prospectus
supplement and in the other reports we file with the Securities and Exchange
Commission, and you should review them before you make any investment decision.
We are not required to update any forward-looking statements we make and we may
not make any updates.

ABOUT THIS PROSPECTUS

This prospectus is part of a shelf registration statement. We may sell,
from time to time, in one or more offerings, any combination of the securities
described in this prospectus. This prospectus only provides you with a general
description of the securities we may offer. Each time we sell securities under
this prospectus, we will provide a prospectus supplement that contains specific
information about the terms of the securities. The prospectus supplement may
also add, update or change information contained in this prospectus. You should
read both this prospectus and any prospectus supplement together with the
additional information described under the heading "Where You Can Find More
Information."

The total dollar amount of the securities sold under this prospectus will
not exceed $150 million.

You should rely only on the information contained or incorporated by
reference in this prospectus and the prospectus supplement. We have not
authorized anyone else to provide you with different or additional information.
If anyone provides you with different or inconsistent information, you should
not rely on it. We will not make an offer to sell these securities in any state
where the offer or sale is not permitted. You should assume that the
information appearing in this prospectus, as well as the information we
previously filed with the SEC and incorporated by reference, is accurate only
as of the date of the documents containing the information.

OUR COMPANY

We are a self-administered real estate investment trust, or REIT, which
owns and manages income producingincome-producing commercial real estate investments. We have
been in business and our common equity has been listed on the New York Stock
Exchange since 1969 and we have paid 130 consecutive quarterly cash dividends
to our shareholdersstockholders since that time. Our funds from operations have increased
from $7,653,000 in fiscal 1994 to $14,611,000 in fiscal 2001.

Our primary investment focus is neighborhood and community shopping
centers which are typically anchored by grocery and drug stores and located in
suburban areas of the northeastern United States, with a primary concentration
in Fairfield County, Connecticut, and Westchester and Putnam Counties, New
York. We currently own 1314 neighborhood and community shopping centers, three
mixed-use (office/retail)(retail/office) properties and five office buildings, one of which
contains our corporate headquarters, in the northeastern United States. We
refer to these 2122 properties, which contain
1.92.2 million square feet of space, as our "core properties." As of March 20,June 10,
2002, our core properties collectively had 358394 tenants and were 98%96% leased
based upon square footage.

We also own four non-core properties located outside of the northeastern
United States consisting of one office building, one retail property and two
distribution and serviceindustrial properties. As of March 20,June 10, 2002, our
non-corethe retail and industrial
properties were 100% leased based upon square footage. The office building was
70% leased based on square footage. Our strategy is to sell our non-core
properties opportunistically over the next several years and re-deploy the
proceeds of sale into acquisitions of properties located principally in our
primary markets of Fairfield County, Connecticut, and Westchester and Putnam
Counties, New York.

Our investment objective is to increase the cash flow and, consequently,
the value of our properties, and to seek continued growth through (i) the strategic
re-leasing, renovation and expansion of our existing properties, and (ii)
the selective acquisition of income-producing

4
properties, primarily neighborhood
and community shopping centers, in our targeted geographic region. We may also
invest in other types of real estate and real estate-related assets in our
targeted and other geographic regions from time to time.

We are owners and operators of income producingincome-producing real estate and not real
estate developers. We invest in properties where we believe cost-effective
expansion and renovation programs, combined with effective leasing and
operating strategies, can improve the existing properties' value while
providing superior current economic returns. We believe that investment in and
operation of commercial real estate is a local business and we focus our
investments in areas where we have strong

knowledge of the local markets. Our home office is located in Greenwich,
Connecticut, at the center of the region representing our primary investment
focus. All of the members of our senior management team and a majority of our
directors live in the areas where our core assets are located.

Our offices are located at 321 Railroad Avenue, Greenwich, Connecticut
06830. Our telephone number is (203) 863-8200.

RISK FACTORS

An investment in our securities involves a number of risks. Before making
an investment decision, you should carefully consider all of the risk factors
described in this prospectus and the applicable prospectus supplement. If any
of the risks actually occurs, our business, financial condition and results of
operations could be materially adversely affected. If this were to occur, the
market price of our securities could decline significantly and you may lose all
or part of your investment.

Our business strategy is mainly concentrated in one type of commercial property
and in one geographic location.

Our primary investment focus is neighborhood and community shopping
centers located in the northeastern United States, with a concentration in
Fairfield County, Connecticut, and Westchester and Putnam Counties, New York.
Various factors may adversely affect a shopping center's profitability. These
factors include circumstances that affect consumer spending, such as general
economic conditions, economic business cycles, rates of employment, income
growth, interest rates and general consumer sentiment. These factors could have
a more significant localized effect on the areas where our core properties are
concentrated. As a result, we may be exposed to greater risks than if our
investment focus was based on more diversified types of properties and in more
diversified geographic areas. In addition, although we generally invest between
$5 million and $35 million in property interests, we have no limit on the size
of our investments. Our recent acquisition of the Ridgeway property, for
example, was an approximately $90 million acquisition, our largest to date. If
in the future we buy larger property interests than we historically have, our
portfolio will be concentrated in a smaller number of assets, increasing the
risk to stockholders.

We are dependent on anchor tenants in many of our retail properties.

Several of our retail properties are dependent on a major or anchor
tenant. If we are unable to renew any lease we have with the anchor tenant at
one of these properties upon expiration of the current lease, or re-lease the
space to another anchor tenant of similar or better quality upon expiration of
the current lease on similar or better terms, we could experience material
adverse consequences such as higher vacancy, re-leasing on less favorable
economic terms, reduced net income and reduced funds from operations. In
addition, other tenants may not be attracted to these properties without an
anchor tenant. Under certain circumstances, certain of our anchor tenants may
be able to cease operations at our properties while continuing to pay rent.
Failure to have an operating anchor tenant could reduce the attractiveness of
our properties to other prospective tenants and could adversely affect the
business of existing tenants. Similarly, if one or more of our anchor tenants
goes bankrupt, we could experience material adverse consequences like those
described above. There can be no assurance that our anchor tenants will renew
their leases when they expire or will be willing to renew on similar economic
terms.

We face potential difficulties or delays in renewing leases or re-leasing space.

We derive most of our income from rent received from our tenants. Although
our properties currently have favorable occupancy rates, we cannot predict that
current tenants will renew their leases upon the expiration of their terms. In
addition, we cannot predict that current tenants will not attempt to terminate
their leases prior to the expiration of their current terms. If this occurs, we
may not be able to locate qualified replacement tenants and, as a result, we
would lose a source of revenue while remaining responsible for the payment of
our obligations. Even if tenants decide to renew their leases, the terms of
renewals or new leases, including the cost of required renovations or
concessions to tenants, may be less favorable than current lease terms.
Additionally, properties we may acquire in the future may not be fully leased
and the cash flow from existing operations may be insufficient to pay the
operating expenses and debt service associated with that property until the
property is fully leased. As a result, our ability to make distributions to our
stockholders could be adversely affected.

Our business strategy includes the acquisition of properties, which may be
hindered by various circumstances.

We compete for the purchase of commercial property with many entities,
including other publicly traded commercial REITs. Many of our competitors have
substantially greater financial resources than ours. In addition, our
competitors may be willing to accept lower returns on their investments. If our
competitors prevent us from buying the properties that we have targeted for
acquisition, we may not be able to meet our property acquisition and
development goals. We may incur costs on unsuccessful acquisitions that we will
not be able to recover. The operating performance of our property acquisitions
may also fall short of our expectations, which could adversely affect our
financial performance.

Leverage can reduce cash available for distribution and cause losses.

Our Charter does not limit the amount of indebtedness we may incur
although we may not exceed certain debt to capitalization ratios without the
consent of our preferred stockholders. Using debt, whether with recourse to us
generally or only with respect to a particular property, to acquire properties
creates an opportunity for increased net income, but at the same time creates
risks. For example, variable rate debt can reduce the cash available for
distribution to stockholders in periods of rising interest rates. We use debt
to fund investments only when we believe it will enhance our risk-adjusted
returns. However, we cannot be sure that our use of leverage will prove to be
beneficial. Moreover, when our debt is secured by our assets, we can lose those
assets through foreclosure if we do not meet our debt service obligations.
While we generally attempt to minimize the use of variable rate mortgage debt
whenever possible, we could experience circumstances where variable rate
mortgage debt is our only economically viable option.

We face risks associated with the use of debt to fund acquisitions and
developments, including refinancing risk.

We are subject to the risks normally associated with debt financing,
including the risk that our cash flow will be insufficient to meet required
payments of principal and interest. We anticipate that a portion of the
principal of our debt will not be repaid prior to maturity. Therefore, we will
likely need to refinance at least a portion of our outstanding debt as it
matures. There is a risk that we may not be able to refinance existing debt or
that the terms of any refinancing will not be as favorable as the terms of the
existing debt. If principal payments due at maturity cannot be refinanced,
extended or repaid with proceeds from other sources, such as new equity capital
or sales of properties, our cash flow will not be sufficient to repay all
maturing debt in years when significant "balloon" payments come due.

Construction risks could adversely affect our profitability.

We currently are renovating some of our properties and may in the future
renovate other properties, including tenant improvements required under leases.
Our renovation and related construction activities may expose us to certain
risks. We may incur renovation costs for a property which exceed our original
estimates due to increased costs for materials or labor or other costs that are
unexpected. We also may be unable to complete renovation of a property on
schedule, which could result in increased debt service expense or construction
costs. Additionally, the time frame required to recoup our renovation and
construction costs and to realize a return on such costs can often be
significant.

Uninsured and underinsured losses may affect the value of, or return from, our
property interests.

Our properties, and the properties securing our loans, have comprehensive
insurance in amounts we believe are sufficient to permit the replacement of the
properties in the event of a total loss, subject to applicable deductibles.
There are certain types of losses, such as earthquakes, floods and hurricanes,
that may be uninsurable or not economically insurable. Changes in building
codes and ordinances, environmental considerations and other factors also might
make it impracticable for us to use insurance proceeds to replace a damaged or
destroyed property. If any of these or similar events occurs, it may reduce our
return from an affected property and the value of our investment.

The real estate business is highly competitive.

We compete for real estate investments with all types of investors,
including domestic and foreign corporations, financial institutions, other real
estate investment trusts and individuals. Many of these competitors have
greater resources than we do. Our shopping centers compete for tenants with
other regional, community or neighborhood shopping centers in the respective
areas where our retail properties are located. Our office buildings compete for
tenants with office buildings throughout the areas in which they are located.

The value of our property interests depends on conditions beyond our control.

Real property investments are illiquid and subject to varying degrees of
risk. Yields from our real properties depend on their net income and capital
appreciation. We are particularly dependent on the Connecticut and New York
market due to the concentration of a majority of our real estate assets in this
area. Real property income and capital appreciation may be adversely affected
by general and local economic conditions, neighborhood values, competitive
overbuilding, weather, casualty losses and other factors beyond our control.
General and local economic conditions may be adversely affected by
circumstances like the terrorist incidents that occurred in New York and
Washington D.C. in September 2001. We are unable to determine the long-term
impact, if any, of these incidents or of any acts of war or terrorism in the
United States or worldwide on the U.S. economy, on our company or on the market
price of our securities. The value of our real property may also be adversely
affected by factors such as costs of complying with regulations and liability
under applicable environmental laws, interest rate changes and the availability
of financing. Income from a property will be adversely affected if a large
tenant is, or a significant number of tenants are, unable to pay rent or if
available space cannot be rented on favorable terms. Operating and other
expenses of our properties, particularly significant expenses such as debt
payments, real estate taxes and maintenance costs, generally do not decrease
when income decreases and, even if revenues increase, operating and other
expenses may increase faster than revenues.

Our Board of Directors may change our investment and operational policies
without stockholder consent.

Our Board of Directors determines our investment and operational policies
and, in particular, our investment policies. Our Board of Directors may amend
or revise our investment and operational policies, including our policies with
respect to acquisitions, growth, operations, indebtedness, capitalization and
dividends, or approve transactions that deviate from these policies without a
vote of or notice to our stockholders. Investment and operational policy
changes could adversely affect the market price of our securities and our
ability to make distributions to our stockholders.

We are dependent on key personnel.

We depend on the services of our existing senior management to carry out
our business and investment strategies. As we expand, we will continue to need
to attract and retain qualified additional senior management. The loss of the
services of any of our key management personnel, or our inability to recruit
and retain qualified personnel in the future, could have an adverse effect on
our business and financial results.

We are the general partner of limited partnerships and may become liable for
the debts and other obligations of these partnerships beyond the amount of our
investment.

Three of our properties are owned by limited partnerships for which we are
the general partner. As a general partner of these limited partnerships, we are
liable for the limited partnerships' debts and other obligations. If these
limited partnerships are unable to pay their debts and other obligations we
will be liable for such debts and other obligations beyond the amount of our
investment in these limited partnerships.

Real properties with environmental problems may create liabilities for us.

The existence of hazardous or toxic substances on a property will
adversely affect its value and our ability to sell or borrow against the
property. Contamination of a real property by hazardous substances or toxic
wastes not only may give rise to a lien on that property to assure payment of
the cost of remediation, but also can result in liability to owners, operators
or lenders for that cost. Many environmental laws impose liability whether a
person knows of, or is responsible for, the contamination. In addition, if a
property owner arranges for the disposal of hazardous or toxic substances at
another site, it may be liable for the costs of cleaning up and removing those
substances from the site, even if it neither owned nor operated the disposal
site. Environmental laws may require us to incur substantial expenses and may
materially limit our use of our properties. In addition, future or amended
laws, or more stringent interpretations or enforcement policies of existing
environmental requirements, may increase exposure to environmental liability.

Compliance with the Americans with Disabilities Act could be costly.

Under the Americans with Disabilities Act of 1990, all public
accommodations must meet federal requirements for access and use by disabled
persons. We believe that our properties substantially comply with the
requirements of the Americans with Disabilities Act. However, a determination
that these properties do not comply with the Americans with Disabilities Act
could result in liability for both governmental fines and damages to private
parties. If we were required to make unanticipated major modifications to
comply with the Americans with Disabilities Act, it could adversely affect our
ability to make distributions to stockholders.

We will be taxed as a regular corporation if we fail to maintain our REIT
status.

Since our founding in 1969, we have operated, and intend to continue to
operate, in a manner that enables us to qualify as a real estate investment
trust, or REIT, for federal income tax purposes. However, the federal income
tax laws governing REITs are complex. We have received an opinion of counsel
that we qualify as a REIT based on our current operations and on certain
assumptions and representations concerning future operations. Opinions of
counsel are not binding on the Internal Revenue Service or any court. The
opinion only represents the view of counsel based on counsel's review and
analysis of existing law. Furthermore, our continued qualification as a REIT
will depend on our satisfaction of the asset, income, organizational,
distribution and stockholder ownership requirements of the Internal Revenue
Code on a continuing basis. If we fail to qualify as a REIT in any taxable
year, we will be subject to federal income tax, including any applicable
alternative minimum tax, on our taxable income at regular corporate rates. In
addition, distributions to stockholders would not be deductible in computing
our taxable income. Corporate tax liability would reduce the amount of cash
available for distribution to stockholders which, in turn, would reduce the
market price of our securities. Unless entitled to relief under certain
Internal Revenue Code provisions, we also would be disqualified from taxation
as a REIT for the four taxable years following the year during which we ceased
to qualify as a REIT.

Failure to make required distributions would subject us to tax.

In order to qualify as a REIT, each year we must distribute to our
stockholders at least 90% of our taxable income, other than any net capital
gain. To the extent that we satisfy the distribution requirement, but
distribute less than 100% of our taxable income, we will be subject to federal
corporate income tax on our undistributed income. In addition, we will incur a
4% nondeductible excise tax on the amount, if any, by which our distributions
in any year are less than the sum of:

o 85% of our ordinary income for that year;

o 95% of our capital gain net income for that year; and

o 100% of our undistributed taxable income from prior years.

We have paid out, and intend to continue to pay out, our income to our
stockholders in a manner intended to satisfy the distribution requirement and
to avoid corporate income tax and the 4% excise

tax. Differences in timing between the recognition of income and the related
cash receipts or the effect of required debt amortization payments could
require us to borrow money or sell assets to pay out enough of our taxable
income to satisfy the distribution requirement and to avoid corporate income
tax and the 4% tax in a particular year.

Gain on disposition of assets deemed held for sale in the ordinary course is
subject to 100% tax.

If we sell any of our assets, the Internal Revenue Service may determine
that the sale is a disposition of an asset held primarily for sale to customers
in the ordinary course of a trade or business. Gain from this kind of sale
generally will be subject to a 100% tax. Whether an asset is held "primarily
for sale to customers in the ordinary course of a trade or business" depends on
the particular facts and circumstances of the sale. Although we will attempt to
comply with the terms of safe-harbor provisions in the Internal Revenue Code
prescribing when asset sales will not be so characterized, we cannot assure you
that we will be able to do so.

Our ownership limitation may restrict business combination opportunities.

To qualify as a REIT under the Internal Revenue Code, no more than 50% in
value of our outstanding capital stock may be owned, directly or indirectly, by
five or fewer individuals during the last half of each taxable year. To
preserve our REIT qualification, our Charter generally prohibits any person
from owning more than 7.5% of the value of all of our outstanding capital stock
and provides that:

o a transfer that violates the limitation is void;

o a transferee gets no rights to the shares that violate the limitation;

o shares transferred to a stockholder in excess of the ownership
limitation are automatically converted, by operation of law, into
shares of "Excess Stock;" and

o the Excess Stock will be held by us as trustee of a trust for the
exclusive benefit of future transferees to whom the shares of capital
stock will ultimately be transferred without violating the ownership
limitation.

We may also redeem Excess Stock at a price which may be less than the price paid
by a stockholder.

Pursuant to authority under our Charter, our Board of Directors has
determined that the ownership limitation does not apply to Mr. Charles J.
Urstadt, our Chairman and Chief Executive Officer, who beneficially owns 34.4%
and 3.3% of our outstanding common stock and Class A common stock,
respectively. Such holdings represent approximately 32.1% of our outstanding
voting interests. In addition, our directors and executive officers, as a
group, hold approximately 47.2% of our outstanding voting interests through
their beneficial ownership of our common stock and Class A common stock. The
ownership limitation may discourage a takeover or other transaction that our
stockholders believe to be desirable.

Certain provisions in our Charter and Bylaws and Maryland law may prevent or
delay a change of control or limit our stockholders from receiving a premium
for their shares.

Our Charter and Bylaws and Maryland law contain the following provisions:

o Our Board of Directors is divided into three classes, with directors
in each class elected for three-year staggered terms.

o Our directors may be removed only for cause upon the vote of the
holders of two-thirds of the voting power of our common equity
securities.

o Our stockholders may act by written consent only if all stockholders
entitled to vote execute such written consent.

o Our stockholders may call a special meeting of stockholders only if
the holders of a majority of the voting power of our common equity
securities requests such a meeting in writing.

o Our stockholders who wish to make proposals or nominate directors must
comply with certain advance notification requirements.

o Any consolidation, merger, share exchange or transfer of all or
substantially all of our assets must be approved by (a) a majority of
our directors who are currently in office or who are approved or
recommended by a majority of our directors who are currently in office
(the "Continuing Directors") and (b) the holders of two-thirds of the
voting power of our common equity securities.

o Certain provisions of our Charter may only be amended by (a) a vote of
a majority of our Continuing Directors and (b) the holders of
two-thirds of the voting power of our common equity securities. These
provisions relate to the election, classification and removal of
directors, the ownership limit and the stockholder vote required for
certain business combination transactions.

These provisions could delay, defer or prevent a transaction or a change
of control in which our stockholders might otherwise receive a premium for
their shares above then-current market prices or might otherwise deem to be in
their best interests.

In view of the common equity securities controlled by Mr. Charles J.
Urstadt, Mr. Urstadt may control a sufficient percentage of the voting power of
our common equity securities to effectively block approval of any proposal
which requires a vote of our stockholders.

Our preferred stock may deter a change in control.

Our Charter authorizes our Board of Directors to issue preferred stock, to
establish the preferences and rights of any preferred stock issued, to classify
any unissued preferred stock and reclassify any previously classified but
unissued preferred stock without stockholder approval. We currently have
20,000,000 shares of preferred stock authorized, of which 150,000 shares of
Series B Senior Cumulative preferred stock are issued and outstanding. The
terms of our Series B preferred stock contain change of control provisions
which, under certain circumstances, may require us to pay a substantial premium
above the liquidation preference if we repurchase the Series B preferred stock
when a change of control occurs. This may deter changes of control of our
company because of the increased cost for a third party to acquire control.

Our stockholder rights plan could deter a change of control.

We have adopted a stockholder rights plan. This plan will generally deter
a person or a group from acquiring more than 10% of the combined voting power
of our outstanding shares of common stock and Class A common stock because,
after (i) the person acquires more than 10% of the combined voting power of our
outstanding common stock and Class A common stock, or (ii) the commencement of
a tender offer or exchange offer by any person (other than us, any one of our
wholly owned subsidiaries or any of our employee benefit plans, or certain
exempt persons), if, upon consummation of the tender offer or exchange offer,
the person or group would beneficially own 30% or more of the combined voting
power of our outstanding shares of common stock and Class A common stock, all
other stockholders will have the right to purchase securities from us at a
price that is less than their fair market value. This would substantially
reduce the value and influence of the stock owned by the acquiring person. Our
Board of Directors can prevent the plan from operating by approving the
transaction and redeeming the rights. This gives our Board of Directors
significant power to approve or disapprove of the efforts of a person or group
to acquire a large interest in us. The rights plan exempts acquisitions of
common stock and Class A common stock by Mr. Charles J. Urstadt, members of his
family and certain of his affiliates.

Maryland anti-takeover statutes may restrict business combination
opportunities.

As a Maryland corporation, we are subject to various provisions of
Maryland law that impose restrictions and require affected persons to follow
specified procedures with respect to certain takeover offers and business
combinations, including combinations with persons who own 10% or more of our
outstanding shares. These provisions of Maryland law could delay, defer or
prevent a

transaction or a change of control in which our stockholders might otherwise
receive a premium for their shares above then-current market prices or might
otherwise deem to be in their best interests. In view of the common equity
securities controlled by Mr. Charles J. Urstadt, Mr. Urstadt may control a
sufficient percentage of the voting power of our common equity securities to
effectively block a proposal respecting a business combination under these
provisions of Maryland law.

Maryland law also eliminates the voting rights of shares deemed to be "control
shares."

Under Maryland law, "control shares" are those which, when aggregated with
any other shares held by the acquiror, allow the acquiror to exercise voting
power within specified ranges. Shares acquired in a control share acquisition
have no voting rights, except to the extent approved by the affirmative vote of
two-thirds of all votes entitled to be cast on the matter, excluding all
interested shares. The control share provisions of Maryland law could delay,
defer or prevent a transaction or a change of control in which our stockholders
might otherwise receive a premium for their shares above then-current market
prices or might otherwise deem to be in their best interests.

We have exceptions to the "business combinations" and "control share" provisions
of Maryland law.

As permitted by Maryland law, our Charter and Bylaws provide that the
"control shares" and "business combinations" provisions of Maryland law
described above will not apply to acquisitions of those shares by Mr. Charles
J. Urstadt or to transactions between us and Mr. Urstadt or any of his
affiliates. Consequently, unless such exemptions are amended or repealed, we
may in the future enter into business combinations or other transactions with
Mr. Urstadt or any of his affiliates without complying with the requirements of
Maryland anti-takeover laws.

Additional issuances of equity securities could dilute stockholder interests.

Our Charter authorizes our Board of Directors to issue additional shares
of our common stock, Class A common stock and preferred stock without
stockholder approval. Any additional issuances of common stock, Class A common
stock or preferred stock could have the effect of diluting the interests of our
then-existing holders of Class A common stock.

Our change of control agreements could deter a change of control.

We have entered into change of control agreements with each of our
executives providing for the payment of money to these executives upon the
occurrence of our change of control as defined in these agreements. If, within
18 months following a change of control, we terminate the executive's
employment other than for cause, or if the executive elects to terminate his
employment with us for reasons specified in the agreement, we will make a
severance payment equal to a portion of the executive's base salary, together
with medical and other benefits. In the case of Messrs. Charles J. Urstadt,
Willing L. Biddle, James R. Moore and Raymond P. Argila, we will make a payment
equal to their respective annual salaries plus benefits. Based upon their
current salary and benefit levels, this provision would result in payments
totaling $960,000 to Messrs. Urstadt, Biddle, Moore and Argila, in the
aggregate. These agreements may deter changes of control of our company because
of the increased cost for a third party to acquire control.

11
CERTAIN RATIOS

The following table sets forth our ratios of earnings to fixed charges and
earnings to combined fixed charges and preferred stock dividends for the
periods shown:

Three Months Ended
JanuarySIX MONTHS ENDED
APRIL 30, YEAR ENDED OCTOBER 31,
Year ended October 31,
------------------ --------------------------------------------------------------------- ---------------------------------------------------------
2002 2001 2001 2000 1999 1998 1997
---- ---- ---- ---- ---- ---- ------------- --------- --------- --------- --------- --------- ---------

Ratio of earnings to fixed charges 4.41 2.65 2.94 2.60 2.82 3.96......... 4.66 2.96 3.20 2.97 3.25 4.16 3.53
Ratio of earnings to combined fixed charges
and preferred stock dividends 2.99 1.58 1.79 1.56 1.63 2.03............. 3.24 1.71 1.88 1.70 1.80 2.06 3.53

The ratio of earnings to fixed charges was computed by dividing earnings
by fixed charges. The ratio of earnings to combined fixed charges and preferred
stock dividends was computed by dividing earnings by the total of fixed charges
and preferred stock dividends. For purposes of computing these ratios, earnings
consist of operatingnet income before minority interests andreduced by the equity incomein earnings of unconsolidated joint
ventures, adjusted by addingplus fixed charges
and income distributions of joint ventures and subtracting preference
distributions to minority partners of consolidated joint ventures.charges. Fixed charges consistconsists of interest expense and preference distributions to minority partners of
consolidated joint ventures.

5expense.

USE OF PROCEEDS

Unless otherwise set forth in the applicable prospectus supplement, we
intend to use the net proceeds from any sale of securities offered by this
prospectus to acquire income producing properties consistent with our current
business strategy and to fund renovations on, or capital improvements to, our
existing properties, including tenant improvements. We intend to focus our
acquisition activities on neighborhood and community shopping centers primarily
located in the northeastern United States, with a concentration on Fairfield
County, Connecticut, and Westchester and Putnam Counties, New York.

Pending the use of the net proceeds for acquisitions of properties, we may
use the net proceeds to reduce amounts outstanding, if any, under our revolving
credit facilities and make investments in short-term income producing
securities.

613

DESCRIPTION OF CAPITAL STOCK

GENERAL

Under our Articles of IncorporationCharter we may issue up to 30,000,000 shares of common stock,
40,000,000 shares of Class A common stock, 20,000,000 shares of preferred stock
and 10,000,000 shares of Excess Stock. At March 20,June 10, 2002, we had outstanding
6,371,1676,375,478 shares of common stock, 10,373,61110,383,187 shares of Class A common stock,
150,000 shares of Series B Senior Cumulative preferred stock and no shares of
Excess Stock. We have reserved 300,298302,704 shares of common stock and 275,434282,696
shares of Class A common stock for outstanding grants and future issuance under
our employee stock option plan, 153,730150,420 shares of common stock and 176,544171,617
shares of Class A common stock for issuance under our dividend reinvestment and
share purchase plan, no shares of common stock, 163,700 shares of Class A
common stock and 350,000 shares which, at our Compensation Committee's
discretion, may be awarded in any combination of shares of common stock or
Class A common stock for issuance under our restricted stock plan and 54,553
shares of common stock and 309,650 shares of Class A common stock upon
redemption of operating partnership interests.

DESCRIPTION OF COMMON STOCK AND CLASS A COMMON STOCK

Voting

Under our Articles of Incorporation,Charter, holders of our common stock are entitled to one vote
per share on all matters submitted to the common shareholdersstockholders for vote at all
meetings of shareholders.stockholders. Holders of our Class A common stock are
entitled 1/entitled1/20th of one vote per share on all matters submitted to the common
shareholdersstockholders for vote at all meetings of shareholders.stockholders. Except as otherwise
required by law or as to certain matters as to which separate class voting
rights may be granted in the future to holders of one or more other classes or
series of our capital stock, holders of common stock and Class A common stock
vote together as a single class, and not as separate classes, on all matters
voted upon by our shareholders.stockholders. The holders of our Class A common stock, as a
group, control 7.5%7.4% of the voting power of our common equity securities and the
holders of our common stock, as a group, control 92.5%92.6% of the voting power of
our common equity securities. Therefore, holders of our common stock have
sufficient voting power to approve or disapprove all matters voted upon by our
shareholders,stockholders, including any proposal that could affect the relative dividend or
other rights of our common stock and Class A common stock.

Dividends and Distributions

Subject to the requirements with respect to preferential dividends on any
of our preferred stock, dividends and distributions are declared and paid to
the holders of common stock and Class A common stock in cash, property or other
securities of the Company (including shares of any class or series whether or
not shares of such class or series are already outstanding) out of funds
legally available therefor. Each share of common stock and each share of Class
A common stock has identical rights with respect to dividends and
distributions, subject to the following: (i) with respect to regular quarterly
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, the
precise amount of such dividends on the Class A common stock being subject to
the discretion of our Board of Directors; (ii) a stock dividend on the common
stock may be paid in shares of common stock or shares of Class A common stock;
and (iii) a stock dividend on shares of Class A common stock may 7
be paid only
in shares of Class A common stock. If a stock dividend on the common stock is
paid in shares of common stock, we are required to pay a stock dividend on the
Class A common stock in a proportionate number of shares of Class A common
stock. The dividend provisions of the common stock and Class A common stock
provide our Board of Directors with the flexibility to determine appropriate
dividend levels, if any, under the circumstances from time to time.

Mergers and Consolidations

In the event we merge, consolidate or combine with another entity (whether
or not we are the surviving entity), holders of shares of Class A common stock
will be entitled to receive the same per share consideration as the per share
consideration, if any, received by holders of common stock in that transaction.

Liquidation Rights

Holders of common stock and Class A common stock have the same rights with
respect to distributions in connection with a partial or complete liquidation
of our Company.

Restrictions on Ownership and Transfer

Transferability

The common stock and Class A common stock are freely transferable, and
except for the ownership limit and federal and state securities laws
restrictions on our directors, officers and other affiliates and on persons
holding "restricted" stock, our shareholdersstockholders are not restricted in their
ability to sell or transfer shares of the common stock or Class A common stock.

Sinking Fund, Preemptive, Subscription and Redemption Rights

Neither the common stock nor the Class A common stock carries any sinking
fund, preemptive, subscription or redemption rights enabling a holder to
subscribe for or receive shares of any class of our stock or any other
securities convertible into shares of any class of our stock.

Transfer Agent and Registrar

The transfer agent and registrar for the common stock and Class A common
stock is The Bank of New York.

DESCRIPTION OF PREFERRED STOCK

The following description of the terms of the preferred stock sets forth
certain general terms and provisions of the preferred stock to which a
prospectus supplement may relate. Specific terms of any series of preferred
stock offered by a prospectus supplement will be described in that prospectus
supplement. The description set forth below is subject to and qualified in its
entirety by reference to our Articles of IncorporationCharter fixing the preferences, limitations and
relative rights of a particular series of preferred stock.

8
General

Under our Articles of Incorporation,Charter, our Board of Directors is authorized, without further
shareholderstockholder action, to provide for the issuance of up to 20,000,000 shares of
preferred stock, in such series, with such preferences, conversion or other
rights, voting powers, restrictions and limitations as to dividends,
qualifications and terms and conditions of redemption, as may be fixed by our
Board of Directors. As a result, our Board of Directors may afford the holders
of any series or class of preferred stock preferences, powers, and rights,
voting or otherwise, senior to the rights of holders of our common stock and
our Class A common stockstock.

The preferred stock will have the dividend, liquidation, redemption,
conversion and voting rights set forth below unless otherwise provided in the
applicable prospectus supplement. You should refer to the prospectus supplement
relating to the particular series of preferred stock offered thereby for

specific terms, including: (i) the title and liquidation preference per share
of the preferred stock and the number of shares offered; (ii) the price at
which the series will be issued; (iii) the dividend rate (or method of
calculation), the dates on which dividends shall be payable and the dates from
which dividends shall commence to accumulate; (iv) any redemption or sinking
fund provisions of the series; (v) any conversion provisions of the series; and
(vi) any additional dividend, liquidation, redemption, sinking fund and other
rights, preferences, privileges, limitations and restrictions of the series.

The preferred stock will, when issued, be fully paid and nonassessable.
Unless otherwise specified in the applicable prospectus supplement and subject
to the rights of the holders of our existing preferred stock, each series will
rank on a parity as to dividends and distributions in the event of a
liquidation with each other series of preferred stock and, in all cases, will
be senior to our common stock and our Class A common stock.

We currently have 150,000 shares of 8.99% Series B Cumulative preferred
stock (the "Series B preferred stock") outstanding. Without the affirmative
vote or consent of the holders of at least two-thirds of the outstanding Series
B preferred stock, we may not issue more than 100 additional shares of Series B
preferred stock or any equity securities which rank senior to the Series B
preferred stock with respect to dividend rights or rights upon our liquidation,
dissolution or winding up. For further discussion of the rights of the Series B
preferred stock, see "Description of Class B Senior Cumulative Preferred Stock"
below.

Dividend Rights

Holders of preferred stock of each series will be entitled to receive,
when, as and if declared by our Board of Directors, out of our assets legally
available therefor, cash dividends at such rates and on such dates as are set
forth in the applicable prospectus supplement. The rate may be fixed or
variable or both and may be cumulative, noncumulative or partially cumulative.

The applicable prospectus supplement may provide that, as long as any
shares of preferred stock are outstanding, no dividends will be declared or
paid or any distributions be made on our common stock or our Class A common
stock, other than a dividend payable in common stock or Class A common stock,
unless the accrued dividends on each series of preferred stock have been fully
paid or declared and set apart for payment and we shall have set apart all
amounts, if any, required to be set apart for all sinking funds, if any, for
each series of preferred stock.

9
The applicable prospectus supplement may provide that, when dividends are
not paid in full upon a series of preferred stock and any other series of
preferred stock ranking on a parity as to dividends with that series of
preferred stock, all dividends declared upon the series of preferred stock and
any other series of preferred stock ranking on a parity as to dividends will be
declared pro rata so that the amount of dividends declared per share on the
series of preferred stock and the other series will in all cases bear to each
other the same ratio that accrued dividends per share on the series of
preferred stock and the other series bear to each other.

Each series of preferred stock will be entitled to dividends as described
in the applicable prospectus supplement, which may be based upon one or more
methods of determination. Different series of preferred stock may be entitled
to dividends at different dividend rates or based upon different methods of
determination. Except as provided in the applicable prospectus supplement, no
series of preferred stock will be entitled to participate in our earnings or
assets in excess of the specified dividend and liquidation rights.

Rights Upon Liquidation

In the event of any voluntary or involuntary liquidation, dissolution or
winding up of our affairs, the holders of each series of preferred stock will
be entitled to receive out of our assets available for distribution to
shareholdersstockholders the amount stated or determined on the basis set forth in the
applicable prospectus supplement. These amounts may include accrued dividends,
if the liquidation, dissolution or winding up is involuntary, or may equal the
current redemption price per share for the series

(otherwise than for the sinking fund, if any, provided for such series), if the
liquidation, dissolution or winding up is voluntary. These amounts will be paid
to the holders of preferred stock on the preferential basis set forth in the
applicable prospectus supplement. If, upon any voluntary or involuntary
liquidation, dissolution or winding up of our affairs, the amounts payable with
respect to preferred stock of any series and any other shares of our stock
ranking as to any such distribution on a parity with the series of preferred
stock are not paid in full, the holders of preferred stock of the series and of
such other shares will share ratably in any such distribution of our assets in
proportion to the full respective preferential amounts to which they are
entitled or on such other basis as is set forth in the applicable prospectus
supplement. The rights, if any, of the holders of any series of preferred stock
to participate in our assets remaining after the holders of other series of
preferred stock have been paid their respective specified liquidation
preferences upon any liquidation, dissolution or winding up of our affairs will
be described in the applicable prospectus supplement.

Redemption

A series of preferred stock may be redeemable, in whole or in part, at our
option, and may be subject to mandatory redemption pursuant to a sinking fund,
in each case upon terms, at the times, at the redemption prices and for the
types of consideration set forth in the applicable prospectus supplement. The
prospectus supplement for a series of preferred stock which is subject to
mandatory redemption shall specify the number of shares of the series that
shall be redeemed by us in each year commencing after a date to be specified,
at a redemption price per share to be specified, together with an amount equal
to any accrued and unpaid dividends thereon to the date of redemption.

If, after giving notice of redemption to the holders of a series preferred
stock, we deposit with a designated bank funds sufficient to redeem the
preferred stock, then from and after the 10
deposit, all shares called for
redemption will no longer be outstanding for any purpose, other than the right
to receive the redemption price and the rights, if any, to convert the shares
into other classes of our stock. The redemption price will be stated in the
applicable prospectus supplement. Except as indicated in the applicable
prospectus supplement, the preferred stock will not be subject to any mandatory
redemption at the option of the holder.

Sinking Fund

The prospectus supplement for any series of preferred stock will state the
terms, if any, of a sinking fund for the purchase or redemption of that series.

Conversion and Preemptive Rights

The prospectus supplement for any series of preferred stock will state the
terms, if any, on which shares of that series are convertible into or
redeemable for shares of common stock, our Class A common stock or another
series of preferred stock. Except as indicated in the applicable prospectus
supplement, the preferred stock will have no preemptive rights.

Voting Rights

Except as indicated in the applicable prospectus supplement relating to a
particular series of preferred stock, or except as expressly required by law, a
holder of preferred stock will not be entitled to vote. Except as indicated in
the applicable prospectus supplement, in the event we issue full shares of any
series of preferred stock, each share will be entitled to one vote on matters
on which holders of the series of preferred stock are entitled to vote.

Transfer Agent and Registrar

The transfer agent, registrar and dividend disbursement agent for a series
of preferred stock will be selected by us and be described in the applicable
prospectus supplement. The registrar for shares of preferred stock will send
notices to shareholdersstockholders of any meetings at which holders of preferred stock
have the right to vote on any matter.

Other

Our issuance of preferred stock may have the effect of delaying or
preventing a change in control. Our issuance of preferred stock could decrease
the amount of earnings and assets available for distribution to the holders of
our common stock or our Class A common stock or could adversely affect the
rights and powers, including voting rights, of the holders of our common stock
or our Class A common stock. The issuance of preferred stock could have the
effect of decreasing the market price of our common stock or our Class A common
stock.

DESCRIPTION OF CLASSSERIES B SENIOR CUMULATIVE PREFERRED STOCK

General

In January 1998, we issued 350,000 shares of the Series B preferred stock
to three investors in a private placement for aggregate proceeds of
$35,000,000. On November 30, 2001, we repurchased 200,000 of these shares for
$16,050,000. 150,000 shares of our Series B preferred stock remain outstanding.

Maturity

The Series B preferred stock has no stated maturity and is not subject to
any sinking fund or mandatory redemption.

Rank

With respect to the payment of dividends and amounts upon liquidation, the
Series B preferred stock ranks senior to the common stock and Class A common
stock and to all equity securities we issue ranking junior to the Series B
preferred stock with respect to dividend rights or rights upon our liquidation,
dissolution or winding up and will rank equally with all equity securities we
issue which specifically provide that the equity securities rank equally with
the Series B preferred stock with respect to dividend rights or rights upon our
liquidation, dissolution or winding up. Without the affirmative vote or consent
of the holders of at least two-thirds of the outstanding Series B preferred
stock, we may not issue more than 100 additional shares of Series B preferred
stock or any equity securities which rank senior to the Series B preferred
stock with respect to dividend rights or rights upon our liquidation,
dissolution or winding up.

Dividends

Dividends on the Series B preferred stock are cumulative from January 8,
1998, the date of original issue, and are payable quarterly on January 31,
April 30, July 31 and October 31 of each year, to shareholdersstockholders of record on the
applicable record date determined each quarter by our Board of Directors for
the quarterly periods ended January 31, April 30, July 31 and October 31, as
applicable, at the rate of 8.99% per annum of the Liquidation Preference (as
defined below) (the "Initial Dividend Yield"). If we violate the Fixed Charge
Coverage Ratio Covenant (as defined below) or the Capitalization Ratio Covenant
(as defined below), and fail to cure this violation on or before the second
succeeding dividend payment date, the Initial Dividend Yield will be increased
to 2.0% over the Initial Dividend Yield (the "First Default Dividend Yield") as
of that second succeeding dividend payment date. If we remain in violation of
either the Fixed Charge Ratio Covenant or the Capitalization Ratio Covenant on
four consecutive dividend payment dates after the initial violation of either
covenant, the Dividend Yield (the "Dividend Yield") will increase to the
greater of (i) the Discount Rate (as defined below) plus 7.0% or (ii) 15% (the
"Second Default Dividend Yield") as of that fourth consecutive dividend payment
date. The First Default Dividend Yield and the Second Default Dividend Yield
will revert back to the Initial Dividend Yield if we remain in compliance with
the Fixed Charge Coverage Ratio Covenant and the Capitalization Ratio Covenant
on two consecutive dividend payment dates after the First Default Dividend
Yield or Second Default Dividend Yield takes effect.

18
Liquidation Preference

Upon any voluntary or involuntary liquidation, dissolution or winding up
of our affairs, the holders of shares of Series B preferred stock are entitled
to be paid out of our assets legally available for distribution to our
shareholdersstockholders a liquidation preference of $100 per share (the "Liquidation
Preference"), plus an amount equal to any accrued and unpaid dividends to the
date of payment.

Redemption

Except in certain circumstances relating to preservation of our status as
a REIT under the Internal Revenue Code, and to a change of control involving
the Company, the Series B preferred stock is not redeemable before January 8,
2008 (the "Tenth Anniversary Date"). On and after the Tenth Anniversary Date,
the Series B preferred stock is redeemable for cash at our option, in whole or
in part, at a redemption price of $100 per share, plus dividends accrued and
unpaid at the redemption date (whether or not declared), without interest.

Change of Control

In the event we experience a change of control, each holder of shares of
Series B preferred stock has the right, at the holder's option, to require us
to repurchase all or any part of the holder's Series B preferred stock at a
repurchase price of $100 per share, plus all accrued and unpaid dividends on
the shares, if any, up to the date fixed for repurchase, without interest,
subject to the Maryland General Corporation Law. In the event we experience a
change of control, we have the right, at our option, to redeem all or any part
of the shares of each holder of Series B preferred stock at (i) before the Tenth
Anniversary Date, at the Make-Whole Price (as defined below) and (ii) on or
after the Tenth Anniversary Date, at the redemption price of $100 per share,
plus all accrued and unpaid dividends on the shares, if any, without interest,
pursuant to the procedures applicable to other redemptions of shares of Series
B preferred stock.

Voting Rights

Holders of Series B preferred stock generally have no voting rights.
However, whenever dividends on any shares of Series B preferred stock are in
arrears for three or more quarterly periods within any five-year period,
whether or not the quarterly periods are consecutive, the holders of the shares
(subject to certain restrictions in the case of entities regulated by the Bank
Holding Company Act of 1956) are entitled to elect, voting separately as a
class with all other shares of Parity Preferred (as defined below) upon which
like voting rights have been conferred and are exercisable, two additional
directors of our Board of Directors until all dividends accumulated on the
shares of Series B preferred stock have been fully paid or declared and a sum
sufficient for the payment of the dividends is set aside for payment. Without
the affirmative vote or consent of at least two-thirds of the outstanding
Series B preferred stock, we may not (i) effect any voluntary termination of
our status as a REIT, (ii) effect certain changes to the terms of the Series B
preferred stock that would be materially adverse to the rights of the holders
of the Series B preferred stock (including, without limitation, the issuance of
more than 100 additional shares of Series B preferred stock) or (iii) enter
into or undertake any Senior Obligations (as defined below) at any time during
which we are in violation of the Fixed Charge Ratio Covenant or the
Capitalization Ratio Covenant. Without the affirmative vote or consent of all
of the outstanding Series B preferred stock, we may not effect changes to
certain terms of the Series B preferred Stock, including among others, the
Initial Dividend Yield, the Liquidation Preference, the Dividend Payment Dates
and the Make-Whole Price (all as defined below). Moreover, without the
affirmative vote or consent of at least 85% of the outstanding Series B
preferred stock, subject to certain conditions, we may not effect changes to
certain terms of the Series B preferred stock related to the Fixed Charge
Coverage Ratio Covenant and the Capitalization Ratio Covenant.

13
Conversion

The Series B preferred stock is not convertible into or exchangeable for
any other securities or property of the Company.

Certain Covenants

The Articles Supplementary of the Series B preferred stock provide that so
long as any share of Series B preferred stock remains outstanding, we may not
permit (i) the Fixed Charge Coverage Ratio (as defined below) for the period
comprised of our two most recently completed fiscal quarters immediately
preceding the date of determination to be less than 1.30 (the "Fixed Charge
Coverage Ratio Covenant") or (ii) the Capitalization Ratio (as defined below)
to exceed 0.55 (the "Capitalization Ratio Covenant").

We may not enter into or undertake any Senior Obligation which results in
a violation of the Fixed Charge Coverage Ratio Covenant or the Capitalization
Ratio Covenant, compliance with the covenants being determined (i) in the case
of the Fixed Charge Coverage Ratio Covenant, after giving effect on a pro forma
basis to any such Senior Obligation as if the Senior Obligation had been issued
on the first day of the Calculation Period (as defined below), and (ii) in the
case of the Capitalization Ratio Covenant, as of the end of our fiscal quarter
immediately preceding our fiscal quarter in which the Senior Obligation is
issued or undertaken, after giving effect on a pro forma basis to any such
Senior Obligation as if the Senior Obligation had been issued on the first day
of the immediately preceding quarter.

Restrictions on Ownership and Transfer

We have the right to refuse transfers of capital stock that could
jeopardize our qualification as a REIT and to redeem any shares of capital
stock in excess of 7.5% of the value of our outstanding capital stock
beneficially owned by any person. Pursuant to a Subscription Agreement executed
between us and the initial holders of the Series B preferred stock (the
"Subscription Agreement"), we and the holders agreed that if, at any time prior
to the Listing Date (as defined below), we determine that we intend to revoke
the exemption granted to a certain initial holder of the Series B preferred
stock which permits the holder to own shares of Series B preferred stock in
excess of 7.5% of the value of outstanding capital stock (the "Ownership
Limit"), (i) we have an obligation to purchase from the holder, and the holder
has an obligation to sell to us, the shares of Series B preferred stock in
excess of the Ownership Limit at the Make-Whole Price, and (ii) we have an
obligation to purchase from each other holder of Series B preferred stock, and
each other holder has an obligation to sell to us, a pro rata number of the
shares of Series B preferred stock held by each other holder at that time. Each
and every transferee of shares of Series B preferred stock will be required, as
a condition to transfer, to agree to be bound by any obligations of the
transferor.

In addition, the Series B preferred stock has not been registered under
the Securities Act of 1933, as amended (the "Securities Act"), or any state
securities laws and pending the registration may not be offered or sold except
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and applicable state securities
laws.

14
Registration Rights

Pursuant to a Registration Rights Agreement (as amended, the "Registration
Rights Agreement") between our Company and the holders of the Series B
preferred stock, upon receipt of a written request from a holder of the Series
B preferred stock, we are required to file and use our reasonable best efforts
to cause to become effective a Registration Statement with the Commission under
the Securities Act with respect to the Series B preferred stock within ninety
days after the receipt of the written request.

Listing

Pursuant to the Registration Rights Agreement, if any Registration
Statement relating to the offer and sale of the outstanding Series B preferred
stock is declared effective by the Commission, we must use our reasonable
efforts to cause the listing of the Series B preferred stock on the New York
Stock Exchange, Inc. (the "NYSE") or, if the Series B preferred stock is not
then eligible for listing on the NYSE, to apply for listing of the Series B
preferred stock on the American Stock Exchange,

Inc. (the "AMEX") or, if the Series B preferred stock is not then eligible for
listing on the AMEX, to apply for quotation of the Series B preferred stock
through the National Association of Securities Dealers, Inc. Automated
Quotation System ("NASDAQ") (the date of any such listing, the "Listing Date").

Certain Series B Preferred Stock Definitions

"Calculation Period" means, as of any date of determination, the period
comprised of our two most recently completed fiscal quarters immediately
preceding our fiscal quarter in which that date of determination occurs.

"Capitalization Ratio" means, as of any date of determination, the ratio
obtained by dividing (i) the sum of (A) the aggregate amount of our debt and
(B) the aggregate amount of our preferred stock by (ii) the sum of (A) the
aggregate amount of our debt, (B) the aggregate amount of our preferred stock,
(C) the aggregate amount of capital (including surplus) which in accordance
with generally accepted accounting principles would be reflected on our balance
sheet in connection with our common equity securities as of the end of the
quarter immediately preceding our fiscal quarter in which that date of
determination occurs and (D) our accumulated depreciation as set forth on our
balance sheet as of the end of the quarter immediately preceding our fiscal
quarter in which that date of determination occurs.

"Discount Rate" means, as of any date of determination, the yield to
maturity implied by (i) the yields reported, as of 10:00 A.M. (New York City
time) on the second business day preceding that date of determination on the
display designated as "Page 678" on the Telerate Access Service (or any other
display that may replace Page 678 on Telerate Access Service) for actively
traded U.S. Treasury securities having a 30-year maturity as of that date of
determination, or (ii) if the yields are not reported at that time or the
yields reported at that time are not ascertainable, the Treasury Constant
Maturity Series Yields reported for the latest day for which the yields have
been so reported as of the second business day preceding the date of
determination in Federal Reserve Statistical Release H.15 (519) (or any
comparable successor publication) for actively traded U.S. Treasury securities
having a 30-year constant maturity as of that date of determination.

15
"Fixed Charge Coverage Ratio" means, as of any date of determination, the
ratio obtained by dividing (i) the sum of (A) Interest Expense for the
Calculation Period and (B) Funds From Operations for the Calculation Period by
(ii) the sum of (A) Interest Expense for the Calculation Period and (B)
Preferred Dividends for the Calculation Period; provided, however, that (x) if
we have issued any debt or preferred stock since the beginning of the
Calculation Period that remains outstanding or (y) if the transactions giving
rise to the need to calculate the Fixed Charge Coverage Ratio is an issuance of
debt or preferred stock, or both (x) and (y), Interest Expense and Preferred
Dividends for the Calculation Period shall be calculated after giving effect on
a pro forma basis to the debt or preferred stock as if the debt or preferred
stock had been issued on the first day of the Calculation Period and the
discharge of any other debt or preferred stock refinanced, refunded, exchanged
or otherwise discharged with the proceeds of the new debt or preferred stock as
if any such discharge had occurred on the first day of the Calculation Period.

"Funds From Operations" means, with respect to any fiscal quarter, (a) our
net income for that quarter, plus (b) any loss resulting from the restructuring
of debt, or sale of property during that period, minus (c) any gain resulting
from the restructuring of debt, or sale of property during that period, plus
(d) depreciation and amortization of properties (including with respect to
trade fixtures and tenant allowances or improvements which are a part thereof
and capitalized leasing expenses, such as leasing commissions), and adjusted to
take into account (i) the results of operations of any unconsolidated joint
venture or partnership calculated to reflect funds from operations on the same
basis and (ii) any unusual and non-recurring items which otherwise would
materially distort the comparative measurement of Funds From Operations for
different fiscal periods. Funds From Operations shall be determined in
accordance with the March 1995 White Paper on Funds From Operations approved by
the Board of Governors of the National Association of Real Estate Investment
Trusts, as in effect on the date of issuance of the Series B preferred stock.

21
"Interest Expense" means, for any period, our total interest expense,
including (i) interest expense attributable to capital leases, (ii)
amortization of debt discount and debt issuance cost, (iii) capitalized
interest, (iv) non-cash interest payments, (v) commissions, discounts and other
fees and charges owed with respect to letters of credit and bankers' acceptance
financing, (vi) net costs under hedging obligations (including amortization of
fees), and (vii) interest actually paid by us under any guarantee of debt or
other obligation of any other person.

"Make-Whole Price" means, for any share of Series B preferred stock, as of
any date of determination, the sum of (i) the present value as of that date of
determination of all remaining scheduled dividend payments of that share of
Series B preferred stock until the Tenth Anniversary Date, discounted by the
Discount Rate, (ii) the Liquidation Preference and (iii) all accrued and unpaid
dividends thereon to that date of determination.

"Parity Preferred" means all other series of preferred stock ranking on a
parity with the Series B preferred stock as to dividends or upon liquidation
and upon which like voting rights have been conferred and are exercisable.

"Preferred Dividends" means dividends accrued in respect of all preferred
stock held by persons other than us.

"Senior Obligations" means any (i) debt other than accounts payable
incurred in the ordinary course of our business and (ii) any equity securities
which rank senior to the Series B preferred

16
stock with respect to the payment
of dividends or the distribution of assets upon our liquidation, dissolution or
winding up.

DESCRIPTION OF DEPOSITARY SHARES

General

We may, at our option, elect to offer fractional shares of our preferred
stock, rather than full shares of preferred stock. In such event, we will issue
to the public receipts for depositary shares, each of which will represent a
fraction (to be set forth in the prospectus supplement relating to a particular
series of preferred stock) of a share of a particular series of our preferred
stock as described below.

The shares of any series of our preferred stock represented by depositary
shares will be deposited under a deposit agreement between us and the
depositary named in the applicable prospectus supplement. Subject to the terms
of the deposit agreement, each owner of a depositary share will be entitled, in
proportion to the applicable fraction of a share of our preferred stock
represented by such depositary share, to all the rights and preferences of the
preferred stock represented thereby (including dividend, voting, redemption and
liquidation rights).

The depositary shares will be evidenced by depositary receipts issued
pursuant to the deposit agreement. Depositary receipts will be distributed to
those persons purchasing the fractional shares of our preferred stock in
accordance with the terms of the offering. If depositary shares are issued,
copies of the forms of deposit agreement and depositary receipt will be
incorporated by reference in the registration statement of which this
prospectus is a part, and the following summary is qualified in its entirety by
reference to those documents.

Pending the preparation of definitive engraved depositary receipts, the
depositary may, upon our written order, issue temporary depositary receipts
substantially identical to (and entitling the holders thereof to all the rights
pertaining to) the definitive depositary receipts but not in definitive form.
Definitive depositary receipts will be prepared thereafter without unreasonable
delay, and temporary depositary receipts will be exchangeable for definitive
depositary receipts at our expense.

Dividends and Other Distributions

The depositary will distribute all cash dividends or other cash
distributions received in respect of our preferred stock to the record holders
of depositary shares relating to the preferred stock in

22
proportion to the number of depositary shares owned by the holders. The
depositary shall distribute only such amount, however, as can be distributed
without attributing to any holder of depositary shares a fraction of one cent,
and the balance that is not distributed will be added to and treated as part of
the next sum received by the depositary for distribution to record holders of
depositary shares.

In the event of a distribution other than in cash, the depositary will
distribute property received by it to the record holders of depositary shares
entitled thereto, unless the depositary determines that it is not feasible to
make the distribution, in which case the depositary may, with our approval,
sell the property and distribute the net proceeds from the sale to the holders.

The deposit agreement will also contain provisions relating to the manner
in which any subscription or similar rights offered by us to holders of the
preferred stock shall be made available to the holders of depositary shares.

Redemption of Depositary Shares

If a series of our preferred stock represented by depositary shares is
subject to redemption, the depositary shares will be redeemed from the proceeds
received by the depositary resulting from the redemption, in whole or in part,
of the series of preferred stock held by the depositary. The redemption price
per depositary share will be equal to the applicable fraction of the redemption
price per share payable with respect to the series of preferred stock. Whenever
we redeem shares of preferred stock held by the depositary, the depositary will
redeem as of the same redemption date the number of depositary shares
representing the shares of preferred stock that have been redeemed. If fewer
than all the depositary shares are to be redeemed, the depositary shares to be
redeemed will be selected by lot or pro rata as may be determined by the
depositary.

After the date fixed for redemption, the depositary shares that are called
for redemption will no longer be outstanding and all rights of the holders of
the depositary shares will cease, except the right to receive the money,
securities, or other property payable upon the redemption and any money,
securities, or other property to which the holders of the depositary shares
were entitled upon the redemption upon surrender to the depositary of the
depositary receipts evidencing the depositary shares.

Voting the Preferred Stock

Upon receipt of notice of any meeting at which the holders of our
preferred stock are entitled to vote, the depositary will mail the information
contained in the notice of meeting to the record holders of the depositary
shares relating to the preferred stock. Each record holder of the depositary
shares on the record date (which will be the same date as the record date for
the preferred stock) will be entitled to instruct the depositary as to the
exercise of the voting rights pertaining to the amount of preferred stock
represented by that holder's depositary shares. The depositary will endeavor,
insofar as practicable, to vote the amount of preferred stock represented by
the depositary shares in accordance with the instructions, and we will agree to
take all action which may be deemed necessary by the depositary in order to
enable the depositary to do so. The depositary may abstain from voting shares
of preferred stock to the extent it does not receive specific instructions from
the holders of depositary shares representing the preferred stock.

Amendment and Termination of the Depositary Agreement

The form of depositary receipt evidencing the depositary shares and any
provision of the deposit agreement may at any time be amended by agreement
between us and the depositary. However, any amendment that materially and
adversely alters the rights of the holders of depositary shares will not be
effective unless the amendment has been approved by the holders of at least a
majority of the depositary shares then outstanding. The deposit agreement may
be terminated by us or the depositary only if (i) all outstanding depositary
shares have been redeemed or (ii) there has been a final distribution in
respect of our preferred stock in connection with any liquidation, dissolution
or winding up of our affairs and the distribution has been distributed to the
holders of depositary receipts.

1823

Charges of Depositary

We will pay all transfer and other taxes and governmental charges arising
solely from the existence of the depositary arrangements. We will pay charges
of the depositary in connection with the initial deposit of the preferred stock
and any redemption of the preferred stock. Holders of depositary receipts will
pay other transfer and other taxes and governmental charges and such other
charges, including a fee for the withdrawal of shares of preferred stock upon
surrender of depositary receipts, as are expressly provided in the deposit
agreement to be for their accounts.

Miscellaneous

The depositary will forward to holders of depositary receipts all reports
and communications from us that are delivered to the depositary and that we are
required to furnish to holders of our preferred stock. Neither we nor the
depositary will be liable if it is prevented or delayed by law or any
circumstance beyond its control in performing its obligations under the deposit
agreement. Our obligations and those of the depositary under the deposit
agreement will be limited to performance in good faith of our respective duties
thereunder and neither we nor the depositary will be obligated to prosecute or
defend any legal proceeding in respect of any depositary shares or preferred
stock unless satisfactory indemnity is furnished. We and the depositary may
rely upon written advice of counsel or accountants, or upon information
provided by persons presenting our preferred stock for deposit, holders of
depositary receipts or other persons believed to be competent and on documents
believed to be genuine.

Resignation and Removal of Depositary

The depositary may resign at any time by delivering to us notice of its
election to do so, and we may at any time remove the depositary in which event
we will appoint a successor depositary after delivery of the notice of
resignation or removal.

Restrictions on Ownership

In order to safeguard us against an inadvertent loss of our REIT status,
the deposit agreement will contain provisions restricting the ownership and
transfer of depositary shares. These restrictions will be described in the
applicable prospectus supplement and will be referenced on the applicable
depositary receipts.

RESTRICTIONS ON OWNERSHIP AND TRANSFER

To qualify as a REIT under the Internal Revenue Code, we must meet several
requirements regarding the number of our shareholdersstockholders and concentration of
ownership of our shares. Our Articles of Incorporation containCharter contains provisions that restrict the
ownership and transfer of our shares to assist us in complying with these
Internal Revenue Code requirements. We refer to these restrictions as the
"ownership limit."

The ownership limit provides that, in general, no person may own more than
7.5% of the aggregate value of all outstanding stock of the Company. It also
provides that:

o a transfer that violates the limitation is void;

19
o a transferee gets no rights to the shares that violate the limitation;

o shares transferred to a shareholderstockholder in excess of the ownership limit
are automatically converted, by operation of law, into shares of
"Excess Stock"; and

Pursuant to authority under our Articles of Incorporation,Charter, our Board of Directors has
determined that the ownership limit does not apply to Mr. Charles J. Urstadt,
our Chairman and Chief Executive Officer,

24
and his affiliates and associates who currently own in the aggregate 36.0%34.4% and
3.4%3.3% of our outstanding common stock and Class A common stock, respectively.
Such holdings represent approximately 33.5%32.1% of our outstanding voting
interests. The ownership limitation may discourage a takeover or other
transaction that some of our shareholdersstockholders may otherwise believe to be
desirable.

Ownership of our stock is subject to attribution rules under the Internal
Revenue Code, which may result in a person being deemed to own stock held by
other persons. The Board of Directors may waive the ownership limit if it
determines that the waiver will not jeopardize our status as a REIT. As a
condition of such a waiver, the Board of Directors may require an opinion of
counsel satisfactory to it or undertakings or representations from the
applicant with respect to preserving our REIT status. We required no such
waiver with respect to Mr. Urstadt's ownership rights, which are established as
part of our Articles of Incorporation.Charter.

Any person who acquires stock in violation of the ownership limit must
notify us immediately and provide us with any information we may request in
order to determine the effect of the acquisition on our status as a REIT. The
ownership limit will not apply if our Board of Directors determines that it is
no longer in our best interests to qualify as a REIT. Otherwise, the ownership
limit may be changed only by an amendment to our Articles of IncorporationCharter by a vote of
two-thirds of the voting power of our common equity securities.

Our Articles of Incorporation provideCharter provides that any purported transfer which results in a direct
or indirect ownership of shares of capital stock in excess of the ownership
limit or that would result in the disqualification of the Company as a REIT
shall be null and void, and the intended transferee will acquire no rights to
the shares of capital stock. The foregoing restrictions on transferability and
ownership will not apply if our Board of Directors determines that it is no
longer in our best interests to attempt to qualify, or to continue to qualify,
as a REIT. Our Board of Directors may, in its sole discretion, waive the
ownership limit if evidence satisfactory to our Board of Directors and our tax
counsel is presented that the changes in ownership will not then or in the
future jeopardize our REIT status and our Board of Directors otherwise decides
that such action is in our best interests.

Shares of capital stock owned, or deemed to be owned, or transferred to a
shareholderstockholder in excess of the ownership limit will automatically be converted
into shares of "Excess Stock" that will be transferred, by operation of law, to
us as trustee of a trust for the exclusive benefit of the transferees to whom
such shares of capital stock may be ultimately transferred without violating
the ownership limit. While the Excess Stock is held in trust, it will not be
entitled to vote, it will not be considered for purposes of any shareholderstockholder
vote or the determination of a quorum for such vote, and

20
except upon
liquidation it will not be entitled to participate in dividends or other
distributions. Any distribution paid to a proposed transferee of Excess Stock
prior to the discovery by us that capital stock has been transferred in
violation of the provision of our Articles of IncorporationCharter is required to be repaid to us upon
demand. The Excess Stock is not treasury stock, but rather constitutes a
separate class of our issued and outstanding stock. The original
transferee-shareholdertransferee-stockholder may, at any time the Excess Stock is held by us in
trust, transfer the interest in the trust representing the Excess Stock to any
person whose ownership of shares of capital stock exchanged for such Excess
Stock would be permitted under the ownership limit, at a price not in excess of
(i) the price paid by the original transferee-stockholders for shares of
capital stock that were exchanged into Excess Stock, or (ii) if the original
transferee-shareholdertransferee- stockholder did not give value for such shares (e.g., the shares
were received through a gift, devise or other transaction), the average closing
price for the class of stock from which such shares of Excess Stock were
converted for the ten days immediately preceding such sale, gift or other
transaction. Immediately upon the transfer to the permitted transferee, the
Excess Stock will automatically be converted back into shares of capital stock
from which it was converted. If the foregoing transfer restrictions are
determined to be void or invalid by virtue of any legal decision, statute, rule
or regulation, then the intended transferee of any shares of Excess Stock may
be deemed, at our option, to have acted as an agent on behalf of us in
acquiring the Excess Stock and to hold the Excess Stock on behalf of us.

In addition, we will have the right, for a period of 90 days during the
time any shares of Excess Stock are held by us in trust, to purchase all or any
portion of the Excess Stock from the original

transferee-shareholder25

transferee-stockholder at the lesser of (i) the price initially paid for such
shares by the original transferee-shareholder,transferee-stockholder, or if the original
transferee-shareholdertransferee-stockholder did not give value for such shares (e.g., the shares
were received through a gift, devise or other transaction), the average closing
price for the class of stock from which such shares of Excess Stock were
converted for the ten days immediately preceding such sale, gift or other
transaction, and (ii) the average closing price for the class of stock from
which such shares of Excess Stock were converted for the ten trading days
immediately preceding the date we elect to purchase such shares. The 90-day
period begins on the date notice is received of the violative transfer if the
original transferee-shareholdertransferee-stockholder gives notice to us of the transfer, or, if no
such notice is given, the date our Board of Directors determines that a
violative transfer has been made.

All stock certificates bear a legend referring to the restrictions
described above.

Every owner of more than 5%, or any lower percentage set by federal income
tax laws, of the outstanding common stock and Class A common stock must file a
completed questionnaire with us containing information regarding his or her
ownership. In addition, each shareholderstockholder must, upon demand, disclose in writing
any information we may request in order to determine the effect, if any, of
such shareholder'sstockholder's actual and constructive ownership of common stock and Class
A common stock on our status as a REIT and to ensure compliance with the
ownership limitation.

2126

DESCRIPTION OF DEBT SECURITIES

The following description, together with the additional information we
include in any applicable supplements to this prospectus, summarizes the
material terms and provisions of the debt securities that we may offer under
this prospectus. While the terms we have summarized below will apply generally
to any future debt securities we may offer, we will describe the particular
terms of any debt securities that we may offer in more detail in the applicable
prospectus supplement. If we indicate in a prospectus supplement, the terms of
any debt securities we offer under that prospectus supplement may differ from
the terms we describe below.

The debt securities will be our direct unsecured general obligations and
may include debentures, notes, bonds and/or other evidences of indebtedness.
The debt securities will be either senior debt securities or subordinated debt
securities. The debt securities will be issued under one or more separate
indentures. Senior debt securities will be issued under a senior indenture, and
subordinated debt securities will be issued under a subordinated indenture. We
use the term "indentures" to refer to both the senior indenture and the
subordinated indenture. The indentures will be qualified under the Trust
Indenture Act of 1939, as amended. We use the term "debenture trustee" to refer
to either the senior trustee or the subordinated trustee, as applicable.

The following summaries of material provisions of the debt securities and
indentures are subject to, and qualified in their entirety by reference to, all
the provisions of the indenture applicable to a particular series of debt
securities.

GENERAL

We will describe in each prospectus supplement the following terms
relating to a series of debt securities:

o the title;

o any limit on the amount that may be issued;

o whether or not we will issue the series of debt securities in global
form, the terms and who the depository will be;

o the maturity date;

o the annual interest rate, which may be fixed or variable, or the
method for determining the rate and the date interest will begin to
accrue, the dates interest will be payable and the regular record
dates for interest payment dates or the method for determining such
dates;

o whether or not the debt securities will be secured or unsecured, and
the terms of any secured debt;

o the terms of the subordination of any series of subordinated debt;

o the place where payments will be payable;

22
o our right, if any, to defer payment of interest and the maximum length
of any such deferral period;

o the date, if any, after which, and the price at which, we may, at our
option, redeem the series of debt securities pursuant to any optional
redemption provisions;

o the date, if any, on which, and the price at which we are obligated,
pursuant to any mandatory sinking fund provisions or otherwise, to
redeem, or at the holder's option to purchase, the series of debt
securities;

o whether the indenture will restrict our ability to pay dividends, or
will require us to maintain any asset ratios or reserves;

o whether we will be restricted from incurring any additional
indebtedness;

o a discussion on any material or special United States federal income
tax considerations applicable to the debt securities;

o the denominations in which we will issue the series of debt
securities, if other than denominations of $1,000 and any integral
multiple thereof; and

o any other specific terms, preferences, rights or limitations of, or
restrictions on, the debt securities.

CONVERSION OR EXCHANGE RIGHTS

We will set forth in the applicable prospectus supplement the terms, if
any, on which a series of debt securities may be convertible into or
exchangeable for our common stock, our Class A common stock or other securities
of ours. We will include provisions as to whether conversion or exchange is
mandatory, at the option of the holder or at our option. We may include
provisions pursuant to which the number of shares of common stock, Class A
common stock or other securities of ours that the holders of the series of debt
securities receive would be subject to adjustment.

CONSOLIDATION, MERGER OR SALE

The indentures do not contain any covenant which restricts our ability to
merge or consolidate, or sell, convey, transfer or otherwise dispose of all or
substantially all of our assets. However,assets, provided that either we are the continuing
entity or the successor entity (if not us) is organized under the laws of the
United States or a State thereof, any successor to or acquirer of such assets
must assume all of our obligations under the indentures or the debt securities,
as appropriate.appropriate, and immediately after giving effect to such transaction no
event of default under the indentures shall have occurred and be continuing.

EVENTS OF DEFAULT UNDER THE INDENTURE

The following are events of default under the indentures with respect to
any series of debt securities that we may issue:

o if we fail to pay interest when due and our failure continues for a
number of days to be stated in the indenture and the time for payment
has not been extended or deferred;

o if we fail to pay the principal, or premium, if any, when due and the
time for payment has not been extended or delayed;

o if we fail to observe or perform any other covenant contained in the
debt securities or the indentures, other than a covenant specifically
relating to another series of debt securities, and our failure
continues for a number of days to be stated in the indenture after we
receive notice from the debenture trustee or holders of at least 25%
in aggregate principal amount of the outstanding debt securities of
the applicable series; and

o if specified events of bankruptcy, insolvency or reorganization occur
as to us.

If an event of default with respect to debt securities of any series
occurs and is continuing, the debenture trustee or the holders of at least 25%
in aggregate principal amount of the outstanding debt securities of that
series, by notice to us in writing, and to the debenture trustee if notice is
given by such holders, may declare the unpaid principal of, premium, if any,
and accrued interest, if any, due and payable immediately.

The holders of a majority in principal amount of the outstanding debt
securities of an affected series may waive any default or event of default with
respect to the series and its consequences, except defaults or events of
default regarding payment of principal, premium, if any, or interest (or a
breach of a covenant that requires the consent of all holders in order to be
modified), unless we have cured the default or event of default in accordance
with the indenture. Any waiver shall cure the default or event of default.

Subject to the terms of the indentures, if an event of default under an
indenture shall occur and be continuing, the debenture trustee will be under no
obligation to exercise any of its rights or powers under such indenture at the
request or direction of any of the holders of the applicable series of debt
securities, unless such holders have offered the debenture trustee reasonable
indemnity. The holders of a majority in principal amount of the outstanding
debt securities of any series will have the right to direct the time, method
and place of conducting any proceeding for any remedy available to the
debenture trustee, or exercising any trust or power conferred on the debenture
trustee, with respect to the debt securities of that series, provided that:

o the direction so given by the holder is not in conflict with any law
or the applicable indenture; and

o subject to its duties under the Trust Indenture Act, the debenture
trustee need not take any action that might involve it in personal
liability or might be unduly prejudicial to the holders not involved
in the proceeding.

A holder of the debt securities of any series will only have the right to
institute a proceeding under the indentures or to appoint a receiver or trustee,
or to seek other remedies if:

o the holder has given written notice to the debenture trustee of a
continuing event of default with respect to that series;

o the holders of at least 25% in aggregate principal amount of the
outstanding debt securities of that series have made written request,
and such holders have offered 24
reasonable indemnity to the debenture
trustee to institute the proceeding as trustee; and

o the debenture trustee does not institute the proceeding, and does not
receive from the holders of a majority in aggregate principal amount
of the outstanding debt securities of that series other conflicting
directions within 60 days after the notice, request and offer.

These limitations do not apply to a suit instituted by a holder of debt
securities if we default in the payment of the principal, premium, if any, or
interest on, the debt securities.

We will periodically file statements with the debenture trustee regarding
our compliance with specified covenants in the indentures.

MODIFICATION OF INDENTURE; WAIVERINDENTURE

We and the debenture trustee may change an indenture without the consent
of any holders with respect to specific matters, including:

o to fix any ambiguity, defect or inconsistency in the indenture; and

o to change anything that does not materially adversely affect the
interests of any holder of debt securities of any series.

In addition, under the indentures, the rights of holders of a series of
debt securities may be changed by us and the debenture trustee with the written
consent of the holders of at least a majority in aggregate principal amount of
the outstanding debt securities of each series that is affected. However, we
and the debenture trustee may only make the following changes with the consent
of each holder of any outstanding debt securities affected:

o extending the fixed maturity of the series of debt securities;

o reducing the principal amount, reducing the rate of or extending the
time of payment of interest, or any premium payable upon the
redemption of any debt securities; or

o reducing the percentage of debt securities, the holders of which are
required to consent to any amendment.

29
DISCHARGE

Each indenture provides that we can elect to be discharged from our
obligations with respect to one or more series of debt securities, except for
obligations to:

o register the transfer or exchange of debt securities of the series;

o replace stolen, lost or mutilated debt securities of the series;

o maintain paying agencies;

o hold monies for payment in trust;

o compensate and indemnify the trustee; and

o appoint any successor trustee.

In order to exercise our rights to be discharged, we must deposit with the
trustee money or government obligations sufficient to pay all the principal of,
any premium, if any, and interest on, the debt securities of the series on the
dates payments are due.

FORM, EXCHANGE AND TRANSFER

We will issue the debt securities of each series only in fully registered
form without coupons and, unless we otherwise specify in the applicable
prospectus supplement, in denominations of $1,000 and any integral multiple
thereof. The indentures provide that we may issue debt securities of a series
in temporary or permanent global form and as book-entry securities that will be
deposited with, or on behalf of, The Depository Trust Company or another
depository named by us and identified in a prospectus supplement with respect
to that series.

At the option of the holder, subject to the terms of the indentures and
the limitations applicable to global securities described in the applicable
prospectus supplement, the holder of the debt securities of any series can
exchange the debt securities for other debt securities of the same series, in
any authorized denomination and of like tenor and aggregate principal amount.

Subject to the terms of the indentures and the limitations applicable to
global securities set forth in the applicable prospectus supplement, holders of
the debt securities may present the debt securities for exchange or for
registration of transfer, duly endorsed or with the form of transfer endorsed
thereon duly executed if so required by us or the security registrar, at the
office of the security registrar or at the office of any transfer agent
designated by us for this purpose. Unless otherwise provided in the debt
securities that the holder presents for transfer or exchange, we will make no
service charge for any registration of transfer or exchange, but we may require
payment of any taxes or other governmental charges.

We will name in the applicable prospectus supplement the security
registrar, and any transfer agent in addition to the security registrar, that
we initially designate for any debt securities. We may at any time designate
additional transfer agents or rescind the designation of any transfer agent or
approve a change in the office through which any transfer agent acts, except
that we will be required to maintain a transfer agent in each place of payment
for the debt securities of each series.

If we elect to redeem the debt securities of any series, we will not be
required to:

o issue, register the transfer of, or exchange any debt securities of
that series during a period beginning at the opening of business 15
days before the day of mailing of a notice of redemption of any debt
securities that may be selected for redemption and ending at the close
of business on the day of the mailing; or

o register the transfer of or exchange any debt securities so selected
for redemption, in whole or in part, except the unredeemed portion of
any debt securities we are redeeming in part.

2630

INFORMATION CONCERNING THE DEBENTURE TRUSTEE

The debenture trustee, other than during the occurrence and continuance of
an event of default under an indenture, undertakes to perform only those duties
as are specifically set forth in the applicable indenture. Upon an event of
default under an indenture, the debenture trustee must use the same degree of
care as a prudent person would exercise or use in the conduct of his or her own
affairs. Subject to this provision, the debenture trustee is under no
obligation to exercise any of the powers given it by the indentures at the
request of any holder of debt securities unless it is offered reasonable
security and indemnity against the costs, expenses and liabilities that it
might incur.

PAYMENT AND PAYING AGENTS

Unless we otherwise indicate in the applicable prospectus supplement, we
will make payment of the interest on any debt securities on any interest
payment date to the person in whose name the debt securities, or one or more
predecessor securities, are registered at the close of business on the regular
record date for the interest.

We will pay principal of and any premium and interest on the debt
securities of a particular series at the office of the paying agents designated
by us, except that unless we otherwise indicate in the applicable prospectus
supplement, will we make interest payments by check which we will mail to the
holder. Unless we otherwise indicate in a prospectus supplement, we will
designate the corporate trust office of the debenture trustee in the City of
New York as our sole paying agent for payments with respect to debt securities
of each series. We will name in the applicable prospectus supplement any other
paying agents that we initially designate for the debt securities of a
particular series.

We will maintain a paying agent in each place of payment for the debt
securities of a particular series. All money we pay to a paying agent or the
debenture trustee for the payment of the principal of or any premium or
interest on any debt securities which remains unclaimed at the end of two years
after such principal, premium or interest has become due and payable will be
repaid to us, and the holder of the security thereafter may look only to us for
payment thereof.

GOVERNING LAW

The indentures and the debt securities will be governed by and construed
in accordance with the laws of the State of Maryland,New York, except to the extent that
the Trust Indenture Act is applicable.

SUBORDINATION OF SUBORDINATED NOTES

The subordinated notes will be unsecured and will be subordinate and
junior in priority of payment to certain of our other indebtedness to the
extent described in a prospectus supplement. The subordinated indenture does
not limit the amount of subordinated notes which we may issue. It also does not
limit us from issuing any other secured or unsecured debt.

2731

CERTAIN PROVISIONS OF OUR ARTICLES OF INCORPORATIONCHARTER AND BYLAWS, MARYLAND LAW, OUR
SHAREHOLDERSTOCKHOLDER RIGHTS PLAN, CHANGE OF CONTROL AGREEMENTS AND
INDEMNIFICATION AGREEMENTS

PROVISIONS OF OUR ARTICLES OF INCORPORATIONCHARTER AND BYLAWS

Classification of Board, Vacancies and Removal of Directors

Our Articles of Incorporation provideCharter provides that our Board of Directors is divided into three
classes. Directors of each class serve for staggered terms of three years each,
with the terms of each class beginning in different years. We currently have
eight directors. The number of directors in each class and the expiration of
the current term of each class is as follows:

Class I 3 directors Expires 2004
Class II 2 directors Expires 2005
Class III 3 directors Expires 2003

At each annual meeting of our shareholders,stockholders, successors of the class of
directors whose term expires at that meeting will be elected for a three-year
term and the directors in the other two classes will continue in office. A
classified board may delay, defer or prevent a change in control or other
transaction that might involve a premium over the then-prevailing market price
for our common stock and Class A common stock or other attributes that our
shareholdersstockholders may consider desirable. In addition, a classified board could
prevent shareholdersstockholders who do not agree with the policies of our Board of
Directors from replacing a majority of the Board of Directors for two years,
except in the event of removal for cause.

Our Articles of Incorporation provideCharter provides that, subject to the rights of holders of our
preferred stock, any director may be removed (i) only for cause and (ii) only
by the affirmative vote of not less than two-thirds of the common equities then
outstanding and entitled to vote for the election of directors. Our Articles of IncorporationCharter
additionally provideprovides that any vacancy occurring on our Board of Directors
(other than as a result of the removal of a director) shall be filled only by a
majority of the remaining directors except that a vacancy resulting from an
increase in the number of directors shall be filled by a majority of the entire
Board of Directors. A vacancy resulting from the removal of a director may be
filled by the affirmative vote of a majority of all the votes cast at a meeting
of the shareholdersstockholders called for that purpose.

The provisions of our Articles of IncorporationCharter relating to the removal of directors and the
filling of vacancies on our Board of Directors could preclude a third party
from removing incumbent directors without cause and simultaneously gaining
control of our Board of Directors, by filling, with its own nominees, the
vacancies created by such removal. The provisions also limit the power of
shareholdersstockholders generally, and those with a majority interest, to remove incumbent
directors and to fill vacancies on our Board of Directors without the support
of incumbent directors.

ShareholderStockholder Action by Written Consent

Our Articles of Incorporation provideCharter provides that any action required or permitted to be taken by
our shareholdersstockholders may be effected by a consent in writing signed by the holders
of all of our outstanding shares of common equity securities entitled to vote
on the matter. This requirement 28
could deter a change of control because it
could delay or deter a shareholder'sstockholder's ability to take action with respect to us.

Meetings of ShareholdersStockholders

Our Bylaws provide for annual shareholderstockholder meetings to elect directors.
Special shareholderstockholder meetings may be called by our Chairman, President or a
majority of the Board of Directors or may be called by our Secretary at the
written request of shareholdersstockholders entitled to cast at least a majority of all
votes entitled to be cast at the meeting. This requirement could deter a change
of control because it could delay or deter a shareholder'sstockholder's ability to take
action with respect to us.

Shareholder32

Stockholder Proposals and Director Nominations

Under our Bylaws, in order to have a shareholderstockholder proposal or director
nomination considered at an annual meeting of shareholders, shareholdersstockholders, stockholders are
generally required to deliver to us certain information concerning themselves
and their shareholderstockholder proposal or director nomination not less than 75 days nor
more than 120 days prior to the anniversary date of the immediately preceding
annual meeting (the "Anniversary Date"); provided, however, that in the event
the annual meeting is scheduled to be held on a date more than 30 days before
or more than 60 days after the Anniversary Date, notice must be delivered to us
not later than the close of business on the later of (i) the 75th day prior to
the scheduled date of such annual meeting or (ii) the 15th day after public
disclosure of the date of such meeting. Failure to comply with such timing and
informational requirements will result in such proposal or director nomination
not being considered at the annual meeting. The purpose of requiring
shareholdersstockholders to give us advance notice of nominations and other business, and
certain related information is to ensure that we and our shareholdersstockholders have
sufficient time and information to consider any matters that are proposed to be
voted on at an annual meeting, thus promoting orderly and informed shareholderstockholder
voting. Such Bylaw provisions could have the effect of precluding a contest for
the election of our directors or the making of shareholderstockholder proposals if the
proper procedures are not followed, and of delaying or deterring a third party
from conducting a solicitation of proxies to elect its own slate of directors
or to have its own proposals approved.

Authorization of Consolidations, Mergers and Sales of Assets

Our Articles of Incorporation provideCharter provides that any consolidation, merger, share exchange or
transfer of all or substantially all of our assets must first be approved by
the affirmative vote of a majority of our Board of Directors (including a
majority of the Continuing Directors) and thereafter must be approved by a vote
of at least two-thirds of all the votes cast on such matter, by holders of
voting common equities voting as a single class at a meeting of the
shareholders.stockholders. These provisions could make it more difficult for us to enter
into any consolidation, merger or sale of assets as described above.

Amendment of Our Articles of Incorporationour Charter and Bylaws

Our Articles of IncorporationCharter may be amended by the affirmative vote of a majority of the
vote entitled to be cast on the matter, except that provisions relating to the
directors, the ownership limit, amendments to the Articles of
Incorporation,Charter, indemnification,
limitation of liability, the required percentage vote of shareholdersstockholders for
certain transactions and amendment of the Bylaws by

29
directors may only be
amended by a vote of at least two-thirds of the common equities then
outstanding and entitled to vote. Our Bylaws may be amended only by the Board
of Directors.

Indemnification; Limitation of Directors' and Officers' Liability

Our Articles of Incorporation limitCharter limits the liability of our directors and officers to our
company and stockholders for money damages to the maximum extent permitted by
Maryland law. Maryland law permits limiting liability except for liability
resulting from:

o actual receipt of an improper benefit or profit in money, property or
services; or

o a final judgment based upon a finding of active and deliberate
dishonesty by the director that was material to the cause of action
adjudicated.

Our Articles of Incorporation authorize us,According to our Charter and Bylaws, our company will, to the maximum
extent permitted by Maryland law, to indemnify and to pay or reimburse reasonable
expenses to, any of our present or former directors or officers or any
individual who, while a director or officer and at our request, serves or has
served another entity, employee benefit plan or any other enterprise as a
trustee, director, officer, partner or otherwise. The indemnification covers
any claim or liability against the person. Our Bylaws permit us to indemnify
each director or officer who has been successful, on the merits or otherwise,
in the defense of any proceeding to which he or she is made a party by reason
of his or her service to us.

Under Maryland law, unless limited by the charter, indemnification by the
corporation is mandatory if the director is successful, on the merits or
otherwise, in the defense of such a proceeding. Moreover, a court may order
indemnification if it determines that the director is fairly and reasonably
entitled to indemnification.

Maryland law permits a corporation to indemnify its present and former
directors and officers against liabilities and reasonable expenses actually
incurred by them in any proceeding unless:

o the act or omission of the director or officer was material to the
matter giving rise to the proceeding; and

o was committed in bad faith; or

o was the result of active and deliberate dishonesty; or

o in a criminal proceeding, the director or officer had reasonable cause
to believe that the act or omission was unlawful.

However, a Maryland corporation may not indemnify for an adverse judgment
in a derivative action. Our Bylaws and Maryland law require us, as a condition
to advancing expenses in certain circumstances, to obtain:

o a written affirmation by the director or officer of his or her good
faith belief that he or she has met the standard of conduct necessary
for indemnification; and

o a written undertaking to repay the amount reimbursed if the standard
of conduct was not met.

30
PROVISIONS OF MARYLAND LAW

Business Combinations

Under Maryland law, certain "business combinations" between us and any
person who beneficially owns, directly or indirectly, 10% or more of the voting
power of our shares, an affiliate of ours who, at any time within the previous
two years was the beneficial owner of 10% or more of the voting power of our
shares (who the statute terms an "interested shareholder"stockholder"), or an affiliate of
an interested shareholder,stockholder, are prohibited for five years after the most recent
date on which they became such persons. The business combinations that are
subject to this law include mergers, consolidations, share exchanges or, in
certain circumstances, asset transfers or issuances or reclassifications of
equity securities. After the five-year period has elapsed, a proposed business
combination must be recommended by the Board of Directors and approved by the
affirmative vote of at least:

o 80% of the votes entitled to be cast by our outstanding voting shares;
and

o two-thirds of the votes entitled to be cast by the outstanding voting
shares, excluding shares held by the interested shareholder,stockholder,

unless, among other conditions, the shareholdersstockholders receive a fair price, as
defined by Maryland law, for their shares and the consideration is received in
cash or in the same form as previously paid by the interested shareholderstockholder for
its shares.

These provisions do not apply, however, to business combinations that the
Board of Directors approves or exempts before the time that the interested
shareholderstockholder becomes an interested shareholderstockholder or transactions between us and
Mr. Charles J. Urstadt, Chairman and Chief Executive Office of the Company or
any of his affiliates or associates.

Control Share Acquisitions

Maryland law provides that "control shares" acquired in a "control share
acquisition" have no voting rights unless approved by a vote of two-thirds of
our outstanding voting shares, excluding shares owned by the acquiror or by
officers or directors who are employees of ours. "Control shares" are voting
shares which, if aggregated with all other shares previously acquired by the
acquiring

34
person, or in respect of which the acquiring person is able to exercise or
direct the exercise of voting power, other than by revocable proxy, would
entitle the acquiring person to exercise voting power in electing trusteesdirectors
within one of the following ranges of voting power:

o one-tenth or more but less than one-third;

o one-third or more but less than a majority; or

o a majority of all voting power.

Control shares do not include shares the acquiring person is then entitled
to vote as a result of having previously obtained shareholderstockholder approval. A
"control share acquisition" means the acquisition of control shares, subject to
certain exceptions.

A person who has made or proposes to make a control share acquisition,
upon satisfaction of certain conditions, including an undertaking to pay
expenses, may compel our Board of Directors to call a special meeting of
shareholdersstockholders to be held within 50 days of demand to consider the voting rights
of the shares. If no request for a meeting is made, we may present the question
at any shareholders'stockholders' meeting.

If voting rights are not approved at the shareholders'stockholders' meeting or if the
acquiring person does not deliver the statement required by Maryland law, then,
subject to certain conditions and limitations, we may redeem any or all of the
control shares, except those for which voting rights have previously been
approved, for fair value. Fair value is determined without regard to the
absence of voting rights for the control shares and as of the date of the last
control share acquisition or of any meeting of shareholdersstockholders at which the voting
rights of the shares were considered and not approved. If voting rights for
control shares are approved at a shareholders'stockholders' meeting, the acquiror may then
vote a majority of the shares entitled to vote, and all other shareholdersstockholders may
exercise appraisal rights. The fair value of the shares for purposes of these
appraisal rights may not be less than the highest price per share paid by the
acquiror in the control share acquisition. The control share acquisition
statute does not apply to shares acquired in a merger, consolidation or share
exchange if we are a party to the transaction, nor does it apply to
acquisitions approved or exempted by our Articles of IncorporationCharter or Bylaws.

Our Bylaws exempt from the Maryland control share statute any and all
acquisitions of our common or preferred shares by any person who, as of
December 31, 1996, owned in excess of 20% of the then outstanding shares of
common stock and preferred stock of the Company. As of December 31, 1996, only
Mr. Charles J. Urstadt, Chairman and Chief Executive Officer of the Company,
beneficially owned in excess of 20% of the outstanding common and preferred
shares of the Company. The Board of Directors has the right, however, to amend
this exemption at any time in the future.

Dissolution Requirements

Maryland law generally permits the dissolution of a corporation if
approved (i) first by the affirmative vote of a majority of the entire Board of
Directors declaring such dissolution to be advisable and directing that the
proposed dissolution be submitted for consideration at an annual or special
meeting of shareholders,stockholders, and (ii) upon proper notice being given as to the
purpose of the meeting, then by the shareholdersstockholders of the corporation by the
affirmative vote of two-thirds of all the votes entitled to be cast on the
matter. This provision of the Maryland law could delay or deter our
liquidation.

Certain Recent Provisions of Maryland Law

Maryland law also provides that Maryland corporations that are subject to
the Exchange Act and have at least three outside directors can elect by
resolution of the board of directors to be subject to some corporate governance
provisions that may be inconsistent with the corporation's charter and bylaws.
Under the applicable statute, a board of directors may classify itself without
the vote of stockholders. A board of directors classified in that manner cannot
be altered by amendment to the charter of the corporation. Further, the board
of directors may, by electing into applicable statutory provisions and
notwithstanding the charter or bylaws:

3235

o provide that a special meeting of stockholders will be called only at
the request of stockholders, entitled to cast at least a majority of
the votes entitled to be cast at the meeting,

o reserve for itself the right to fix the number of directors,

o provide that a director may be removed only by the vote of the holders
of two-thirds of the stock entitled to vote,

and

o retain for itself sole authority to fill vacancies created by the
death, removal or resignation of a director.director, and

o provide that all vacancies on the board of directors may be filled
only by the affirmative vote of a majority of the remaining directors,
in office, even if the remaining directors do not constitute a quorum.

In addition, a director elected to fill a vacancy under this provision
will serve for the balance of the unexpired term instead of until the next
annual meeting of stockholders. A board of directors may implement all or any
of these provisions without amending the charter or bylaws and without
stockholder approval. A corporation may be prohibited by its charter or by
resolution of its board of directors from electing any of the provisions of the
statute. We are not prohibited from implementing any or all of the statute.
While certain of these provisions are already contemplated by our Charter and
Bylaws, the law would permit our Board of Directors to override further changes
to the Charter or Bylaws. If implemented, these provisions could discourage
offers to acquire our common stock or Class A common stock and could increase
the difficulty of completing an offer.

SHAREHOLDERSTOCKHOLDER RIGHTS PLAN

We have adopted a shareholderstockholder rights plan. Under the terms of this plan,
we can in effect prevent a person or a group from acquiring more than 10% of
the combined voting power of our outstanding shares of common stock and Class A
common stock because, after (i) the person acquires more than 10% of the
combined voting power of our outstanding common stock and Class A common stock,
or (ii) the commencement of a tender offer or exchange offer by any person
(other than us, any one of our wholly owned subsidiaries or any of our employee
benefit plans, or any Exempted Person (as defined below)), if, upon
consummation of the tender offer or exchange offer, the person or group would
beneficially own 30% or more of the combined voting power of our outstanding
shares of common stock and Class A common stock, all other shareholdersstockholders will
have the right to purchase securities from us at a price that is less than
their fair market value, which would substantially reduce the value and
influence of the stock owned by the acquiring person. Our Board of Directors
can prevent the plan from operating by approving of the transaction and
redeeming the rights. This gives our Board of Directors significant power to
approve or disapprove of the efforts of a person or group to acquire a large
interest in our Company. The rights plan exempts acquisitions of common stock
and Class A common stock by Mr. Charles J. Urstadt, members of his family and
certain of his affiliates.

CHANGE OF CONTROL AGREEMENTS

We have entered into change of control agreements with four of our senior
executives providing for the payment of money to these executives upon the
occurrence of a change of control of the Company as defined in these
agreements. If, within 18 months following a 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, we will make a severance payment equal to a portion of the
executive's base salary, together with medical 33
and other benefits. In the case
of Messrs. Charles J. Urstadt, Willing L. Biddle, James R. Moore and Raymond P.
Argila, we will make a payment equal to their respective annual salaries plus
benefits. Based upon their current salary and benefit levels, this provision
would result in payments totaling $960,000 to Messrs. Urstadt, Biddle, Moore
and Argila, in the aggregate. These agreements may deter changes of control of
the Company because of the increased cost for a third party to acquire control
of the Company.

36
INDEMNIFICATION AGREEMENTS

We have entered into indemnification agreements with certain of our
directors, indemnifying them against expenses, settlements, judgments and
levies incurred in connection with any action, suit or proceeding, whether
civil or criminal, where the individual's involvement results from his or her
present or former position as a director.

POSSIBLE ANTI-TAKEOVER EFFECT OF CERTAIN PROVISIONS OF OUR ARTICLES OF
INCORPORATIONCHARTER AND BYLAWS,
MARYLAND LAW, SHAREHOLDERSTOCKHOLDER RIGHTS PLAN AND CHANGE OF CONTROL AGREEMENTS

Certain provisions of our Articles of IncorporationCharter and Bylaws, certain provisions of
Maryland law, our shareholderstockholder rights plan and our change of control agreements
with our officers could have the effect of delaying or preventing a transaction
or a change in control that might involve a premium price for shareholdersstockholders or
that they otherwise may believe is desirable.

INTERESTS OF MR. CHARLES J. URSTADT

Mr. Charles J. Urstadt, our Chairman and Chief Executive Officer,
beneficially owns 2,290,4202,290,518 shares of common stock and 349,850 shares of Class
A common stock constituting approximately 33.5%32.1% of the voting power of our
outstanding common equity securities. In view of the common equity securities
beneficially owned by Mr. Urstadt, Mr. Urstadt may control a sufficient
percentage of the voting power of our common equity securities to effectively
block certain proposals which require a vote of our shareholders.stockholders. In addition,
under Maryland law, certain business combinations between us and an interested
shareholderstockholder will require the recommendation of our Board of Directors and the
affirmative vote of at least (i) 80% of the outstanding shares of our common
equity securities and (ii) two-thirds of the outstanding shares of our common
equity securities not held by such interested shareholderstockholder or its affiliates
unless, among other things, certain "fair price" and other conditions are met.
In view of the common equity securities beneficially owned by Mr. Urstadt, Mr.
Urstadt may control a sufficient percentage of the voting power of common
equity securities to effectively block a proposal respecting a business
combination under these provisions of Maryland law with an interested
shareholder.

34stockholder.

PLAN OF DISTRIBUTION

We may sell the securities in or outside the United States to or through
underwriters or may sell the securities to investors directly or through
designated agents or may sell the securities through a combination of any of
these methods of sale. Any underwriter or agent involved in the offer and sale
of the securities will be named in a prospectus supplement.

Underwriters may offer and sell the securities at a fixed price or prices,
which may be changed, or from time to time at market prices prevailing at the
time of sale, at prices related to such prevailing market prices or at
negotiated prices. We also may, from time to time, authorize underwriters
acting as agents to offer and sell the securities upon the terms and conditions
set forth in any prospectus supplement. Underwriters may sell the securities to
or through dealers, and these dealers may receive compensation in the form of
discounts, concessions or commissions (which may be changed from time to time)
from the underwriters and/or from the purchasers for whom they may act as
agent.

Any underwriting compensation paid by us to underwriters or agents in
connection with the offering of the securities and any discounts, concessions
or commissions allowed by underwriters to participating dealers will be set
forth in a prospectus supplement. Underwriters, dealers and agents
participating in the distribution of the securities may be deemed to be
underwriters, and any discounts and commissions received by them from us or
from purchasers of the securities and any profit realized by them on resale of
the securities may be deemed to be underwriting discounts and commissions under
the Securities Act. Underwriters, dealers and agents may be entitled, under
agreements entered into with us, to indemnification against and contribution
toward certain civil liabilities, including liabilities under the Securities
Act.

Unless otherwise specified in a prospectus supplement, each series of the
securities will be a new issue with no established trading market, other than
our common stock and Class A common stock which are both currently traded on
the New York Stock Exchange. We may elect to list any series of preferred
stock, depositary shares or debt securities on the New York Stock Exchange, on
another exchange, or on the NASDAQ Stock Market, but we are not obligated to do
so. It is possible that one or more underwriters may make a market in a series
of the securities, but will not be obligated to do so and may discontinue any
market making at any time without notice. Therefore, no assurance can be given
as to the liquidity of the trading market for the securities.

Any underwriter may engage in overallotment, stabilizing transactions,
short covering transactions and penalty bids in accordance with Regulation M
under the Exchange Act. Overallotment involves sales in excess of the offering
size, which create a short position. Stabilizing transactions permit bids to
purchase the underlying security so long as the stabilizing bids do not exceed
a specified maximum. Short covering transactions involve purchases of the
securities in the open market after the distribution is completed to cover
short positions. Penalty bids permit the underwriters to reclaim a selling
concession from a dealer when the securities originally sold by the dealer are
purchased in a covering transaction to cover short positions. Those activities
may cause the price of the securities to be higher than it would otherwise be.
If commenced, the underwriters may discontinue any of the activities at any
time.

If so indicated in a prospectus supplement, we will authorize dealers
acting as our agents to solicit offers by certain institutions to purchase the
securities from us at the public offering price set forth in the prospectus
supplement pursuant to delayed delivery contracts providing for payment 35
and
delivery on the date or dates stated in the prospectus supplement. Each delayed
delivery contract will be for an amount not less than, and the principal amount
of the securities sold pursuant to the delayed delivery contracts shall not be
less nor more than, the respective amounts stated in the prospectus supplement.
Institutions with which delayed delivery contracts, when authorized, may be
made include commercial and savings banks, insurance companies, pension funds,
investment companies, educational and charitable institutions and other
institutions, but will in all cases be subject to our approval. Delayed
delivery contracts will not be subject to any conditions except (i) the
purchase by an institution of the securities covered by its delayed delivery
contract shall not at the time of delivery be prohibited under the laws of any
jurisdiction in the United States to which such institution is

subject and (ii) we shall have sold to such underwriters the total principal
amount of the securities less the principal amount thereof covered by delayed
delivery contracts. A commission indicated in the prospectus supplement will be
paid to agents and underwriters soliciting purchases of the securities pursuant
to delayed delivery contracts accepted by us. Agents and underwriters shall
have no responsibility in respect of the delivery or performance of delayed
delivery contracts.

Certain of the underwriters and their affiliates may be customers of,
engage in transactions with, and perform services for, us in the ordinary
course of business.

EXPERTS

Our consolidated financial statements and schedules incorporated in this
prospectus by reference from our Annual Report on Form 10-K for the year ended
October 31, 2001 have been audited by Arthur Andersen LLP, independent public
accountants, as stated in their report with respect thereto and have been
incorporated herein by reference in reliance upon the authority of said firm as
experts in accounting and auditing in giving said reports.

The statement of revenues and certain expenses of the Property (as defined
in Note 1 to the statement) for the year ended December 31, 2001 which is
included in our Current Report on Form 8-K dated June 7, 2002 has been audited
by Friedman Alpren & Green LLP, independent public accountants, as set forth in
their report included in our Current Report on Form 8-K dated June 7, 2002 and
is incorporated by reference into this prospectus. The statement is so
incorporated in reliance upon the authority of said firm as experts in
accounting and auditing in giving said report.

LEGAL OPINIONS

TheMiles & Stockbridge P.C., Baltimore, Maryland, has rendered an opinion
with respect to the legality of the common stock, Class A common stock and
preferred stock to be offered by this prospectus. Coudert Brothers LLP, New
York, New York, has rendered an opinion with respect to the legality of the
depositary shares, debt securities and delayed delivery contracts offered inby
this offering will be passed
upon by Maryland counsel named in the prospectus supplement.prospectus. Certain federal income tax matters will also be passed upon by
Coudert Brothers LLP, New York, New
York.LLP. Certain legal matters will be passed upon for the
underwriters, if any, by the counsel named in the prospectus supplement.

WHERE YOU CAN FIND MORE INFORMATION

The SEC allows us to "incorporate by reference" the information we file
with it, which means that we can disclose important information to you by
referring you to documents we have filed with the SEC that are not included in
this prospectus. The information incorporated by reference is considered part
of this prospectus. We incorporate by reference the documents listed below:

o Our Annual Report on Form 10-K for the year ended October 31, 2001;

36
o Our Quarterly ReportReports on Form 10-Q for the quarterquarters ended January 31,
2002 and April 30, 2002;

o Our Current Reports on Form 8-K dated March 26, 2002, May 13, 2002 (as
amended by our Current Report on Form 8-K/A filed on May 24, 2002),
May 21, 2002 and June 7, 2002;

o Our Definitive Proxy Statement filed January 30, 2002;

We also incorporate by reference additional documents that may be
subsequently filed pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act after the date of this prospectus and prior to the termination of
this offering. These include periodic reports, such as Annual Reports on Form
10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as well
as proxy statements. We also incorporate by reference such additional documents
that may be subsequently filed pursuant to Sections 13(a), 13(c), 14 or 15(d)
of the Exchange Act after the date of this registration statement and prior to
the effectiveness of this registration statement.

You may request a copy of these filings, at no cost, by writing or
telephoning:

Urstadt Biddle Properties Inc.
Attn: James R. Moore
Executive Vice President and Chief Financial Officer
321 Railroad Avenue
Greenwich, Connecticut 06830
(203) 863-8200

You should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus supplement. We have not
authorized anyone else to provide you with different information. We are not
making an offer of our securities in any state where the offer or solicitation
is not authorized. You should not assume that the information in this
prospectus or any supplement is accurate as of any date other than the date on
the front of those documents.

The statements that we make in this prospectus about the contents of any
other documents are not necessarily complete, and are qualified in their
entirety by referring you to the copy of that document, which is filed as an
exhibit to our registration statement on Form S-3. You can obtain copies of
these documents from the SEC or from us, as described above.

3740

================================================================================

No person is authorized to give any information or to represent anything not
contained in this prospectus. You must not rely on any unauthorized
representations or information. This prospectus is an offer to sell only the
securities offered hereby, and only under circumstances and in jurisdictions
where it is lawful to do so. The information contained in this prospectus is
current only as of its date.

ABOUTNO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO REPRESENT ANYTHING NOT
CONTAINED IN THIS PROSPECTUS..........................................4
OUR COMPANY....................................................4
CERTAIN RATIOS.................................................5
USEPROSPECTUS. YOU MUST NOT RELY ON ANY UNAUTHORIZED
REPRESENTATIONS OR INFORMATION. THIS PROSPECTUS IS AN OFFER TO SELL ONLY THE
SECURITIES OFFERED HEREBY, AND ONLY UNDER CIRCUMSTANCES AND IN JURISDICTIONS
WHERE IT IS LAWFUL TO DO SO. THE INFORMATION CONTAINED IN THIS PROSPECTUS IS
CURRENT ONLY AS OF PROCEEDS................................................6
DESCRIPTION OF CAPITAL STOCK...................................7
DESCRIPTION OF DEBT SECURITIES................................22
CERTAIN PROVISIONS OF OUR ARTICLES OF INCORPORATION AND
BYLAWS, MARYLAND LAW, OUR SHAREHOLDER RIGHTS PLAN, CHANGE
OF CONTROL AGREEMENTS AND INDEMNIFICATION AGREEMENTS..........28
PLAN OF DISTRIBUTION..........................................35
EXPERTS.......................................................36
LEGAL OPINIONS................................................36
WHERE YOU CAN FIND MORE INFORMATION...........................36ITS DATE.

PROSPECTUS

================================================================================

[URSTADT BIDDLE PROPERTIES INC. LOGO]]

$150,000,000

Common Stock
ClassCOMMON STOCK
CLASS A Common Stock
Preferred Stock
Depositary Shares
Debt Securities

-------------------------------COMMON STOCK
PREFERRED STOCK
DEPOSITARY SHARES
DEBT SECURITIES

-----------------------------------------------------
PROSPECTUS
-------------------------------

________,-----------------------------------------------------

, 2002

================================================================================

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

SEC registration fee................................... $13,800.00
Transfer agent and registrar fees...................... $25,000.00*
Printing expenses...................................... $50,000.00*
Accountants' fees...................................... $100,000.00*
New York Stock Exchange listing fee.................... $25,000.00*
Counsel fees........................................... $300,000.00*
NASD filing fee........................................ $15,500.00*
Miscellaneous.......................................... $70,700.00*

Total.................................................. $600,000.00*
SEC registration fee ........................ $ 13,800.00
Transfer agent and registrar fees ........... $ 25,000.00*
Printing expenses ........................... $ 50,000.00*
Accountants' fees ........................... $ 100,000.00*
New York Stock Exchange listing fee ......... $ 25,000.00*
Counsel fees ................................ $ 300,000.00*
NASD filing fee ............................. $ 15,500.00*
Miscellaneous ............................... $ 70,700.00*
-------------
Total ....................................... $ 600,000.00*
=============

- -------------------------------
* Estimated.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Articles of IncorporationCharter and Bylaws of the Registrant provide that the Registrant shall
indemnify its directors, officers and certain other parties to the fullest
extent permitted from time to time by the Maryland General Corporation Law (the
"MGCL"). The MGCL permits a corporation to indemnify its directors, officers
and certain other parties against judgments, penalties, fines, settlements and
reasonable expenses actually incurred by them in connection with any proceeding
to which they may be made a party by reason of their service to or at the
request of the Registrant, unless it is established that the act or omission of
the indemnified party was material to the matter giving rise to the proceeding
and (i) the act or omission was committed in bad faith or was the result of
active and deliberate dishonesty, or (ii) in the case of any criminal
proceeding, the indemnified party had reasonable cause to believe that the act
or omission was unlawful.

ITEM 16. EXHIBITS

EXHIBIT NUMBER DESCRIPTION
- -------------- -----------------------

*1.1 Form of Underwriting Agreement for Equity Securities.

*1.2 Form of Underwriting Agreement for Debt Securities.

*4.1 Form of Articles Supplementary for Preferred Stock.

*4.2 Form of Preferred Stock Certificate.

*4.3 Form of Deposit Agreement (Form of Depositary Receipt included therein).

*4.4***4.4 Form of Senior Indenture for Senior Debt Securities (FormSecurities.

***4.5 Form of Senior Debt Security included therein).

*4.5Security.

***4.6 Form of Subordinated Debt Indenture for Subordinated Debt Securities
(FormSecurities.

***4.7 Form of Subordinated Debt Security included therein).

EXHIBIT NUMBER DESCRIPTION
- -------------- -----------

4.6Security.

4.8 Amended Articles of Incorporation of the Company, (incorporated by reference to
Exhibit C of Amendment No. 1 to Registrant'sRegistrant'Ss Statement on Form S-4 (No.
333-19113)).

4.74.9 Articles Supplementary of the Company (incorporated by reference to Annex A of
Exhibit 4.1 of the Company (incorporated by reference to
Annex A of Exhibit 4.1 of the Registrant's Current Report on Form 8-K
dated August 3, 1998).

4.8Registrant's Current Report on Form 8-K dated August 3, 1998).

II-1

EXHIBIT NUMBER DESCRIPTION
- ------------------------ --------------------------------------------------------------------------------

4.10 Articles Supplementary of the Company (incorporated by reference to Exhibit 4.1
of the Registrant's Current Report on Form 8-K dated January 8, 1998).

4.94.11 Articles Supplementary of the Company (incorporated by reference to Exhibit A
of Exhibit 4.1 of the Registrant's Current Report on Form 8-K dated March 12,
1997).

4.104.12 By-laws of the Company (incorporated by reference to Exhibit D of Amendment
No. 1 to Registrant's Registration Statement on Form S-4 (No. 333-19113).

4.114.13 Amended and Restated Rights Agreement, dated as of July 31, 1998, between the
Company and The Bank of New York, as Rights Agent, (incorporated by reference
Exhibit 10.1 of the Registrant's Current Report on Form 8-K dated November 5,
1998).

*5.1***5.1 Opinion of Maryland counselMiles & Stockbridge P.C. as to the legality of the securities.

*8.1***5.2 Opinion of Coudert Brothers LLP as to the legality of the securities.

***8.1 Opinion of Coudert Brothers LLP as to tax matters.

*12.1***12.1 Statement Regarding Computation of Ratio of Earnings to Fixed Charges and
Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends.

***23.1 Consent of Arthur Andersen LLP.

*23.2***23.2 Consent of Maryland counselFriedman Alpren & Green LLP.

***23.3 Consent of Miles & Stockbridge P.C. (included in Exhibit 5.1).

*23.3***23.4 Consent of Coudert Brothers LLP (included in ExhibitExhibits 5.2 and 8.1).

**24.1 Power of Attorney (located on the signature page of this Registration
Statement).Attorney.

*25.1 Statement of Eligibility of Trustee on Form T-1.

**99.1 Letter to Commission Pursuant to Temporary Note 3T.

- -----------------------------
* To be filed by amendment or as an exhibit to a document to be
incorporated by reference herein in connection with an offering of the
offered securities.

** Previously filed as part of this registration statement.

*** As filed herewith.

ITEM 17. UNDERTAKINGS

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 (the "Securities Act");

(ii) to reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the registration statement; and

(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Securities and Exchange Commission (the "SEC")
by the registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act") that are incorporated by
reference in the registration statement.

II-2

(2) that, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

(3) to remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the SEC such indemnification
is against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the 40
registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.

(d) The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act,
the information omitted from the form prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained
in a form of prospectus filed by the registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed
to be part of this registration statement as of the time it was
declared effective.

(2) For purposes of determining any liability under the Securities Act,
each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.

(e) The undersigned registrant hereby undertakes to file an application
for the purpose of determining the eligibility of the trustee to act under
subsection (a) of Section 310 of the Trust Indenture Act of 1939 (the "Trust
Indenture Act") in accordance with the rules and regulations prescribed by the
SEC under Section 305(b)(2) of the Trust Indenture Act.

II-3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Town of Greenwich, State of Connecticut, March 22,June
10, 2002.

URSTADT BIDDLE PROPERTIES INC.
By: /s/ Charles J. Urstadt
----------------------------------------------------------------
Charles J. Urstadt

Chairman of the Board and
Chief Executive Officer

SIGNATURES

By: /s/ Charles J. Urstadt Chairman, Chief Executive Officer and June 10, 2002
- ------------------------------- Director (Principal Executive Officer)
March 22, 2002
Charles J. Urstadt

By: /s/ WillingWilliam L. Biddle President, Chief Operating Officer and June 10, 2002
- ------------------------------- Director
March 22, 2002
WillingWilliam L. Biddle

By: /s/ James R. Moore Executive Vice President and Chief June 10, 2002
- ------------------------------- Financial Officer March 22, 2002
James R. Moore

By: /s/ E. Virgil Conway* Director June 10, 2002
- -------------------------------
E. Virgil Conway

By: * Director March 22,June 10, 2002
- -------------------------
Charles D. Urstadt

By: * Director June 10, 2002
- -------------------------
Peter Herrick

By: * Director June 10, 2002
- -------------------------
Robert R. Douglass

By: * Director June 10, 2002
- -------------------------
George H.C. Lawrence

By: * Director June 10, 2002
- -------------------------
George J. Vojta

By: /s/ Charles D.J. Urstadt
-------------------------------- -------------------------
Charles D.J. Urstadt, Director March 22, 2002

By: /s/ Peter Herrick
-------------------------------
Peter Herrick Director March 22, 2002

By: /s/ Robert R. Douglass
-------------------------------
Robert R. Douglass Director March 22, 2002

By: /s/ George H.C. Lawrence
-------------------------------
George H.C. Lawrence Director March 22, 2002

By: /s/ George J. Vojta
-------------------------------
George J. Vojta Director March 22, 2002individually
and as an attorney-in-fact for
each such other person pursuant
to the power of attorney filed as
a part of this Registration
Statement.

POWER OF ATTORNEY

Each person whose signature appears above hereby constitutes and
appoints Charles J. Urstadt and Willing L. Biddle, or any of them, his true and
lawful attorney-in-fact and agent with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments
and any related Rule 462(b) Registration Statement and any other documents filed
with the Securities and Exchange Commission) to this Registration Statement, and
to cause the same to be filed, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
granting to said attorney-in-fact and agent, or any of them, full power and
authority to do and perform each and every act and thing whatsoever requisite or
desirable to be done in and about the premises, as fully to all intents and
purposes as the undersigned might or could do in person, hereby ratifying and
confirming all acts and things that said attorney-in-fact and

agent, or any of them, or his or their substitute, may lawfully do or cause to
be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the Registration Statement has been signed by the above persons on the
22nd10th of March,June, 2002.

II-4

EXHIBIT INDEX
-------------

EXHIBIT NUMBER DESCRIPTION
- -------------- ---------------------------------------------- -------------------------------------------------------------------------------------

*1.1 Form of Underwriting Agreement for Equity Securities.

*1.2 Form of Underwriting Agreement for Debt Securities.

*4.1 Form of Articles Supplementary for Preferred Stock.

*4.2 Form of Preferred Stock Certificate.

*4.3 Form of Deposit Agreement (Form of Depositary Receipt included therein).

*4.4***4.4 Form of Senior Indenture for Senior Debt Securities (FormSecurities.

***4.5 Form of Senior Debt Security included therein).

*4.5Security.

***4.6 Form of Subordinated Debt Indenture for Subordinated Debt Securities
(FormSecurities.

***4.7 Form of Subordinated Debt Security included therein).

4.6Security.

4.8 Amended Articles of Incorporation of the Company, (incorporated by reference to
Exhibit C of Amendment No. 1 to Registrant's Statement on Form S-4 (No.
333-19113)).

4.74.9 Articles Supplementary of the Company (incorporated by reference to Annex A of
Exhibit 4.1 of the Registrant's Current Report on Form 8-K dated August 3, 1998).

4.84.10 Articles Supplementary of the Company (incorporated by reference to Exhibit 4.1
of the Registrant's Current Report on Form 8-K dated January 8, 1998).

4.94.11 Articles Supplementary of the Company (incorporated by reference to Exhibit A
of Exhibit 4.1 of the Registrant's Current Report on Form 8-K dated March 12,
1997).

4.104.12 By-laws of the Company (incorporated by reference to Exhibit D of Amendment
No. 1 to Registrant's Registration Statement on Form S-4 (No. 333-19113).

*5.1***5.1 Opinion of Maryland counselMiles & Stockbridge P.C. as to the legality of the securities.

*8.1***5.2 Opinion of Coudert Brothers LLP as to the legality of the securities.

***8.1 Opinion of Coudert Brothers LLP as to tax matters.

*12.1***12.1 Statement Regarding Computation of Ratio of Earnings to Fixed Charges and
Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends.

***23.1 Consent of Arthur Andersen LLP.

*23.2***23.2 Consent of Maryland counselFriedman Alpren & Green LLP.

***23.3 Consent of Miles & Stockbridge P.C. (included in Exhibit 5.1).

*23.3***23.4 Consent of Coudert Brothers LLP (included in ExhibitExhibits 5.2 and 8.1).

EXHIBIT NUMBER DESCRIPTION
- -------------- -----------

**24.1 Power of Attorney (located on the signature page of this Registration
Statement).Attorney.

*25.1 Statement of Eligibility of Trustee on Form T-1.

**99.1 Letter to Commission Pursuant to Temporary Note 3T.

- -----------------------------
* To be filed by amendment or as an exhibit to a document to be
incorporated by reference herein in connection with an offering of the
offered securities.

** Previously filed as part of this registration statement.

*** As filed herewith.

II-5