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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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DATE OF REPORT: NOVEMBER 5, 1998
URSTADT BIDDLE PROPERTIES INC.
(Exact Name of Registrant as Specified in Its Charter)
Maryland 1-12803 04-2458042*
(State or Other Jurisdiction (Commission File (I.R.S. Employer
of Incorporation or Organization) Number) Identification Number)
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)
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* I.R.S. Employer Identification Number of HRE Properties, the predecessor to
the registrant prior to the Reorganization described in Registration
Statement No. 333-19113-01.
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ITEM 5. OTHER EVENTS.
On September 16, 1998, the Board of Directors of Urstadt Biddle Properties
Inc. (the "Corporation") adopted a new shareholders' rights plan, and, in
connection with the adoption of such plan, declared a dividend distribution of
one right (each, a "Right," and collectively, the "Rights") for each outstanding
share of Common Stock, par value $.01 per share, of the Corporation
(collectively, the "Original Common Shares") and each outstanding share of Class
A Common Stock, par value $.01 per share, of the Corporation (such shares,
collectively, together with the Original Common Shares, the "Common Shares") to
shareholders of record at the close of business on November 13, 1998 (the
"Declaration Date"). Except as set forth below, each Right entitles the
registered holder to purchase from the Corporation one one-hundredth of a share
of Series A Participating Preferred Shares, par value $.01 per share (the
"Preferred Shares"), at a price of $65 (the "Purchase Price"), subject to
adjustment. The description and terms of the Rights are set forth in a Rights
Agreement (the "Rights Agreement"), dated as of July 31, 1998, by and between
the Corporation and The Bank of New York, as Rights Agent.
Initially, no separate Right Certificates (defined below) will be
distributed, and the Rights will be evidenced, with respect to any Common Shares
outstanding on the Declaration Date, by the certificates representing such
shares. The Rights Agreement provides that, until the Distribution Date (defined
below), the Rights will be transferred with, and only with, certificates for
Common Shares. Until the earlier of the Distribution Date and the redemption or
expiration of the Rights, new certificates for Common Shares issued after the
Distribution Date will contain a notation incorporating the Rights Agreement by
reference. The Rights are not exercisable until the Distribution Date and will
expire on November 12, 2008, unless earlier redeemed by the Corporation as
described below. The "Distribution Date" shall be the earlier to occur of the
close of business on the tenth business day following (a) a public announcement
that a person or group of affiliated or associated persons (excluding the
Corporation or any wholly owned subsidiary thereof, or any employee benefit plan
of the Corporation, or any Exempted Person (defined below)) has acquired (an
"Acquiring Person"), or obtained the right to acquire, beneficial ownership of
10% or more of the total combined voting power of the outstanding Common Shares
(the "Share Acquisition Date"), or (b) the commencement of a tender offer or
exchange offer by any person (other than the Corporation, any wholly owned
subsidiary of the Corporation or any employee benefit plan thereof, or any
Exempted Person) if, upon consummation thereof, such person or group would be
the beneficial owner of 30% or more of the then outstanding Common Shares. As
soon as practicable following the Distribution Date, separate certificates
evidencing the Rights (the "Right Certificates") will be mailed to holders of
record of the Common Shares as of the close of business on the Distribution Date
and, thereafter, such separate Right Certificates alone will evidence the
Rights. "Exempted Person" means (A) Charles J. Urstadt; (B) any Immediate
Relative of Charles J. Urstadt (defined as his spouse, any of his children or
any of their spouses, any of his grandchildren or any of their spouses); or (C)
any trust, corporation, partnership, limited liability company or other entity
or organization controlled by Charles J. Urstadt or any Immediate Relative of
Charles J. Urstadt or in which Charles J. Urstadt or any Immediate Relative of
Charles J. Urstadt has any economic, beneficial or other interest.
If, at any time, (a) the Corporation is the surviving corporation in a
merger with an Acquiring Person and the Corporation's Original Common Shares are
not changed or exchanged, (b) a person (other than the Corporation, any wholly
owned subsidiary of the Corporation or any employee benefit plan thereof, or any
Exempted Person), together with its Affiliates and Associates (as defined in the
Rights Agreement), becomes an Acquiring Person, (c) an Acquiring Person engages
in one or more "self-dealing" transactions as set forth in the Rights Agreement
or (d) during such time as there is an Acquiring Person, an event occurs that
results in such Acquiring Person's ownership interest being increased by more
than one percent (1%), the Rights Agreement provides that proper provision shall
be made so that each holder of a Right will thereafter be entitled to receive,
upon exercise thereof at the then current exercise price of the Right, Original
Common Shares (or, in certain circumstances, cash, property or other securities
of the Corporation) having a value equal to two times the exercise price of the
Right.
In the event that (a) the Corporation consolidates or merges with another
person and is not the surviving corporation, (b) the Corporation consolidates or
merges with another person and is the surviving corporation, but in such
transaction its Original Common Shares are changed or exchanged or (c) 50% or
more of the Corporation's assets or earning power is sold or transferred, the
Rights Agreement provides that proper provision shall be made so that each
holder of a Right shall thereafter have the right to receive, upon the exercise
thereof at the then current exercise price of the Right, common shares of the
acquiring company having a value equal to two times the exercise price of the
Right.
Notwithstanding any of the foregoing, following the occurrence of any of
the events set forth in the third and fourth paragraph hereof, any Rights that
are, or (under certain circumstances specified in the Rights Agreement) were,
beneficially owned by any Acquiring Person shall immediately become null and
void. The Rights Agreement contains provisions intended to prevent the
utilization of voting trusts or similar arrangements that could have the effect
of rendering ineffective or circumventing the beneficial ownership rules set
forth in the Rights Agreement.
The Purchase Price payable, and the number of Preferred Shares or other
securities or property issuable, upon exercise of the Rights are subject to
adjustment from time to time to prevent dilution (a) in the event of a dividend
of Preferred Shares on, or a subdivision, combination or reclassification of,
the Preferred Shares, (b) upon the grant to holders of the Preferred Shares of
certain rights or warrants to subscribe for Preferred Shares or securities
convertible into Preferred Shares at less than the current market price of the
Preferred Shares or (c) upon the distribution to holders of the Preferred Shares
of debt securities or assets (excluding regular quarterly cash dividends and
dividends payable in Preferred Shares) or of subscription rights or warrants
(other than those referred to above).
At any time after the Declaration Date until the close of business on the
tenth business day (a period that can be extended) following the Share
Acquisition Date, the Board of Directors of the Corporation (the "Board") may
redeem the Rights in whole, but not in part, at a price of $.01 per Right,
subject to adjustment (the "Redemption Price"). Thereafter, the Board may only
redeem the Rights in certain specified circumstances including in connection
with certain events not involving an Acquiring Person or an Affiliate or
Associate of an Acquiring Person.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Corporation, including, without limitation, the
right to vote or to receive dividends. While the distribution of the Rights will
not be taxable to shareholders or to the Corporation, shareholders may,
depending upon the circumstances, recognize taxable income in the event that the
Rights become exercisable for Original Common Shares (or other consideration) of
the Corporation or for common shares of the Acquiring Person as set forth above.
Other than those provisions relating to the principal economic terms of the
Rights or imposing limitations on the right to amend the Rights Agreement, any
of the provisions of the Rights Agreement may be amended by the Board prior to
the Distribution Date. Thereafter, the period during which the Rights may be
redeemed may be extended by the Board (in order to protect, enhance or clarify
the rights and/or benefits of holders of Rights), and other provisions of the
Rights Agreement may be amended by action of the Board; provided, however, that
no such amendment will adversely affect the interests of holders of Right
Certificates (excluding the interests of any Acquiring Person).
The Rights will cause substantial dilution to any person or group that
attempts to acquire the Corporation without the approval of the Corporation's
Board. As a result, the overall effect of the Rights may be to render more
difficult or discourage certain attempts to acquire the Corporation. Because the
Corporation's Board can redeem Rights, the Rights should not interfere with a
merger or other business combination approved by the Board of the Corporation.
A copy of the Rights Agreement is attached hereto as an exhibit and is
incorporated herein by reference. The foregoing description of the Rights does
not purport to be complete and therefore is qualified in its entirety by
reference to such exhibit.
EXHIBITS.
10.1 Rights Agreement, dated as of July 31, 1998, between the Corporation
and The Bank of New York, as Rights Agent.
99 Press release issued by the Corporation dated November 5, 1998.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Greenwich, State
of Connecticut on November 4, 1998.
URSTADT BIDDLE PROPERTIES INC.
By: /s/ James R. Moore
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James R. Moore,
Executive Vice President,
Chief Financial Officer, Treasurer and
Secretary
INDEX TO EXHIBITS
EXHIBITS.
10.1 Rights Agreement, dated as of July 31, 1998, between the Corporation
and The Bank of New York, as Rights Agent.
99 Press release issued by the Corporation dated November 5, 1998.