URSTADT BIDDLE PROPERTIES INC.
321 RAILROAD AVENUE
Greenwich, Connecticut 06830
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
March 15, 2000
Notice is hereby given that the Annual Meeting of Stockholders of
Urstadt Biddle Properties Inc. will be held at the Hyatt Regency Greenwich,
Old Greenwich, Connecticut, on Wednesday, March 15, 2000, at 11:00 a.m. for the
following purposes:
1. To elect one Director to serve for two years and three
Directors to serve for three years;
2. To ratify the appointment of Arthur Andersen LLP as the
independent auditors of the Company for one year;
3. To amend the Company's Restricted Stock Award Plan; and
4. To transact such other business as may properly come before
the meeting or any adjournments thereof.
Stockholders of record as of the close of business on January 28, 2000 are
entitled to notice of and to vote at the Meeting.
WHETHER OR NOT YOU PLAN TO BE PRESENT AT THE MEETING IN PERSON,
PLEASE SIGN AND DATE THE ENCLOSED PROXY AND RETURN IT PROMPTLY
IN THE ENCLOSED ENVELOPE.
By Order of the Directors
THOMAS D. MYERS
Secretary
February 2, 2000
1
URSTADT BIDDLE PROPERTIES INC.
321 RAILROAD AVENUE
Greenwich, Connecticut 06830
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
to be held on March 15, 2000
This Proxy Statement is furnished to stockholders of Urstadt Biddle
Properties Inc., a Maryland corporation (hereinafter called the "Company"), in
connection with the solicitation of proxies in the form enclosed herewith for
use at the Annual Meeting of Stockholders of the Company (the "Meeting") to be
held at the Hyatt Regency Greenwich, 1800 E. Putnam Avenue, Old Greenwich,
Connecticut, on March 15, 2000 at 11:00 a.m. for the purposes set forth in the
Notice of Meeting.
The solicitation is made on behalf of the Directors of the Company and
the costs of the solicitation will be borne by the Company. Directors, officers
and employees of the Company and its affiliates may also solicit proxies by
telephone, telegraph, fax or personal interview. The Company will reimburse
banks, brokerage firms and other custodians, nominees and fiduciaries for
reasonable expenses incurred by them in sending proxy material to the beneficial
owners of the shares.
Holders of record of Common Shares and Class A Common Shares of the
Company as of the close of business on the record date, January 28, 2000, are
entitled to receive notice of, and to vote at, the Meeting. The outstanding
Common Shares and Class A Common Shares constitute the only classes of
securities entitled to vote at the Meeting. Each Common Share entitles the
holder thereof to one vote and each Class A Common Share entitles the holder
thereof to 1/20 of one vote. At the close of business on January 28, 2000, there
were 5,581,732 Common Shares issued and outstanding and 5,834,328 Class A Common
Shares issued and outstanding.
Shares represented by proxies in the form enclosed, if such proxies are
properly executed and returned and not revoked, will be voted as specified, but
where no specification is made, the shares will be voted as follows: (i) FOR the
election of the four Directors; (ii) FOR the ratification of the appointment of
Arthur Andersen LLP as the Company's independent auditors for the ensuing fiscal
year; and (iii) FOR the amendment of the Company's Restricted Stock Award Plan;
and, in the named proxies' discretion, as to any other matter which may properly
come before the Meeting. To be voted, proxies must be filed with the Secretary
of the Company prior to voting. Proxies may be revoked at any time before
exercise by filing a notice of such revocation, by filing a later dated proxy
with the Secretary of the Company or by voting in person at the Meeting.
The Annual Report to stockholders for the Company's fiscal year ended
October 31, 1999 has been mailed with or prior to this Proxy Statement. This
Proxy Statement and the enclosed proxy were mailed to stockholders on or about
February 2, 2000. The principal executive offices of the Company are located at
321 Railroad Avenue, Greenwich, Connecticut 06830 (telephone: 203-863-8200; fax:
203-861-6755).
2
PROPOSAL 1
ELECTION OF DIRECTORS
Pursuant to Section 6.2 of the Articles of Incorporation, the Directors are
divided into three classes serving three-year terms. Four Directors are to be
elected at the Meeting. Mr. George J. Vojta was elected by the Board of
Directors on September 15, 1999 to fill a vacancy then existing among the Class
II Directors. Mr. Vojta has been nominated for election as a Director in Class
II to hold office together with the other Class II directors until the year 2002
Annual Meeting and until his successor has been elected and shall qualify.
Messrs. Robert R. Douglass, George H. C. Lawrence and Charles J. Urstadt,
comprising Class III, have been nominated for election as Directors to hold
office until the year 2003 Annual Meeting and until their successors have been
elected and shall qualify.
A MEMBER OF CLASS II
(Nominated for election by holders
of Common Shares and Class A Common
Shares to serve for two years)
Principal Occupation Director
For the Past Five Years Continuous Term to
Name And Current Directorships Age Since Expire
George J. Vojta (A) Retired Vice Chairman of the Board and Director, 64 1999 2002
Bankers Trust Company (1992-1999); Executive Vice
President, Bankers Trust Company (1984-1992);
Member, New York State Banking Board; Director,
Private Export Funding Corporation; Chairman,
Wharton Financial Institutions Center; Chairman,
The Westchester Group, LLC; Member, Council on
Foreign Relations; Director and Vice Chairman,
St. Luke's/Roosevelt Hospital.
CLASS III
(Nominated for election by
holders of Common Shares and Class A
Common Shares to serve for three years)
Principal Occupation Director
For the Past Five Years Continuous Term to
Name And Current Directorships Age Since Expire
Robert R. Douglass (C) Of Counsel, Milbank, Tweed, Hadley and McCloy; Chairman 68 1991 2003
and Director, Cedel; Retired Vice Chairman and
Director, The Chase Manhattan Corporation (1985 to
1993); Executive Vice President, General Counsel and
Secretary, The Chase Manhattan Corporation (1976 to
1985); Trustee, Dartmouth College (1983 to 1993);
Chairman, Downtown Lower Manhattan Association;
Chairman of Alliance for Downtown New York; Director,
Business Council for the United Nations; Member,
Council on Foreign Relations.
3
George H.C. Lawrence (C) President and Chief Executive Officer, Lawrence 62 1988 2003
Investing Company, Inc. (since 1970); Director, Urstadt
Property Company, Inc.; Trustee, Sarah Lawrence
College; Director, Westchester County
Association; Senior Vice President and Director,
Kensico Cemetery; Director, CLX Energy.
Charles J. Urstadt (E) Chairman of the Board of Directors and Chief Executive 71 1975 2003
Officer of the Company (since September 1989); Chairman
and Director, Urstadt Property Company, Inc. (a real
estate investment corporation); Trustee Emeritus, Pace
University; Director, Putnam Trust Company; Trustee,
Historic Hudson Valley; Retired Trustee, Teachers
Insurance and Annuity Association.
CLASS I
(Term of office expires in 2001)
Principal Occupation Director
For the Past Five Years Continuous Term to
Name And Current Directorships Age Since Expire
Willing L. Biddle (E) President and Chief Operating Officer of the Company 38 1997 2001
since December 1996; Executive Vice President from
March 1996 to December 1996; Senior Vice
President-Management from June 1995 to March 1996; and
Vice President - Retail from April 1993 to June 1995;
Vice President, Levites Realty Management Corp.
(1989-1993) Commercial Lending Officer, Chase Manhattan
Bank (1983-1988); Executive Committee Member, Real
Estate Finance Association.
E. Virgil Conway (C) Chairman, Metropolitan Transportation Authority (since 70 1989 2001
1995); Chairman, Financial Accounting Standards
Advisory Council (1992-1995); Financial Consultant and
Corporate Director (since January 1989); Chairman and
Director, The Seamen's Bank for Savings, FSB
(1969-1989); Trustee, Consolidated Edison Company
of New York, Inc.; Director, Union Pacific
Corporation; Trustee, Phoenix Duff & Phelps
Mutual Funds; Trustee, Atlantic Mutual Insurance
Company; Director, Centennial Insurance Company;
Director, AccuHealth, Inc.; Chairman, New York
Housing Partnership Development Corporation; Vice
Chairman, Academy of Political Science; Trustee,
Pace University.
4
Charles D. Urstadt (E) Senior Managing Director, Brown Harris Stevens, LLC; (since 40 1997 2001
1992). President and Director, Urstadt Property
Company, Inc.(since 1990); Publisher, New York Construction News
(1984-1992); Member, Board of Consultants of the
Company (1991-1997); President and Director, East Side
Association (1994-1997); Director, Friends of Channel 13; Board
Member, New York State Board for Historic Preservation;
Director, New York Building Congress (1988-1992).
CLASS II
(Remaining Class II Directors;
term of office expires in 2002)
Principal Occupation Director
For the Past Five Years Continuous Term to
Name And Current Directorships Age Since Expire
Peter Herrick (A)(E) Retired Vice Chairman (1990-1992) and Director, The 72 1990 2002
Bank of New York; President and Chief Operating
Officer, The Bank of New York (February 1982 to June
1990); President and Director, The Bank of New York
Company, Inc. (February 1984 to March 1992); Member,
New York State Banking Board (June 1990 to April 1993);
Director, Mastercard International (1985-1992);
Director, BNY Hamilton Funds, Inc.
Paul D. Paganucci (A) Chairman, Ledyard National Bank (since April 1991); 68 1984 2002
Chairman of the Executive Committee of W.R. Grace & Co.
(July 1989 to March 1991); Vice Chairman, W.R. Grace &
Co. (November 1986 to July 1989); Vice President and
Treasurer of Dartmouth College (July 1977 to December
1985); Director, Filene's Basement, Inc.; Director,
Allmerica Securities Trust, Inc.; Director, IGI, Inc.;
Trustee, Colby College; Director, The Grace Institute.
[FN]
(A) Member of Audit Committee; (C) Member of Compensation Committee;
(E) Member of Executive Committee
</FN>
5
During the fiscal year ended October 31, 1999, the Directors held five
meetings. The Directors have three standing committees: an Audit Committee, an
Executive Committee and a Compensation Committee. Each Director attended at
least 75% of the aggregate total number of meetings held during the fiscal year
by the Directors and by all committees of which such Director is a member.
The Audit Committee held two meetings during the fiscal year ended
October 31, 1999. The Audit Committee recommends to the Directors the
independent public accountants to be engaged by the Company, reviews with the
Company's independent public accountants and management the Company's internal
accounting procedures and controls, and reviews with the Company's independent
public accountants the scope and results of the auditing engagement. Messrs.
Peter Herrick, Paul D. Paganucci and George J. Vojta are the current members of
the Audit Committee.
The Executive Committee held no meetings during the fiscal year ended
October 31, 1999. In general, the Executive Committee may exercise such powers
of the Directors between meetings of the Directors as may be delegated to it by
the Directors (except for certain powers of the Directors which may not be
delegated). Messrs. Willing L. Biddle, Peter Herrick, Charles D. Urstadt, and
Charles J. Urstadt are the current members of the Executive Committee.
The Compensation Committee, which makes recommendations to the Directors
concerning compensation and administers the Company's Stock Option Plan and
Restricted Stock Award Plan, held two meetings during the fiscal year ended
October 31, 1999. Messrs. E. Virgil Conway, Robert R. Douglass and George H.C.
Lawrence are the current members of the Compensation Committee.
The Directors do not have a nominating committee but act as a group on
such matters.
Section 16(a) Beneficial Ownership Reporting Compliance. Section 16(a)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
requires the Directors and officers, and persons who own more than 10% of a
registered class of the Company's equity securities, to file initial reports of
ownership and reports of changes in ownership of such equity securities with the
Securities and Exchange Commission ("SEC"). Such persons are also required by
SEC regulations to furnish the Company with copies of all Section 16(a) forms
they file. Based solely on a review of the copies of such forms furnished to the
Company, or written representations that no Forms 5 were required, the Company
believes that, with respect to the period from November 1, 1998 through October
31, 1999, its Directors, officers and greater than 10% beneficial owners
complied with all Section 16(a) filing requirements, except that a Form 4 filing
for Mr. Peter Herrick, relating to the acquisition of 6,000 shares of Common
Stock, was inadvertently filed late and a Form 4 filing for Mr. Charles D.
Urstadt, relating to the acquisition of 12,000 shares of Common Stock, was
inadvertently not filed, but was later reported in a Form 5 filing.
At the Annual Meeting, the stockholders of the Company will be
requested to elect four Directors, one belonging to Class II and three
comprising Class III. The affirmative vote of the holders of not less than a
majority of the total combined voting power of all classes of stock entitled to
vote and present, in person or by properly executed proxy, at the Annual
Meeting, subject to quorum requirements, will be required to elect a Director.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR APPROVAL OF THE
NOMINEES FOR ELECTION AS DIRECTORS.
PROPOSAL 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS OF THE COMPANY
Arthur Andersen LLP, independent auditors, provided auditing services
to the Company during the fiscal year ended October 31, 1999. The Directors
have, subject to ratification by the stockholders of the Company, appointed
Arthur Andersen LLP to audit the financial statements of the Company for the
ensuing fiscal year and recommend to the stockholders that such appointment be
ratified. Representatives of Arthur Andersen LLP will be present at the Annual
Meeting, with the opportunity to make a statement if they so desire. Such
representatives will also be available to respond to appropriate questions.
6
The affirmative vote of the holders of not less than a majority of the
total combined voting power of all classes of stock entitled to vote and
present, in person or by properly executed proxy, at the Annual Meeting, subject
to quorum requirements, will be required to ratify the appointment of Arthur
Andersen LLP as independent auditors of the Company.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR RATIFICATION OF THE
APPOINTMENT OF ARTHUR ANDERSEN LLP AS INDEPENDENT AUDITORS OF THE COMPANY.
PROPOSAL 3
AMENDMENT OF THE RESTRICTED STOCK AWARD PLAN
In 1997 the stockholders of the Company approved a Restricted Stock
Award Plan (the "Plan"). The principal purpose of the Plan is to promote the
long-term growth of the Company by attracting, retaining and motivating key
management personnel possessing outstanding ability and to further the identity
of the interests of such personnel with those of the Company's stockholders
through stock ownership opportunities. Pursuant to the Plan, management
personnel of the Company, selected by the Compensation Committee, may be issued
restricted stock awards.
In order to similarly attract, retain and motivate qualified
individuals as directors, the Board of Directors has approved, subject to
stockholder approval, an Amended and Restated Stock Award Plan (the "Amended
Plan") which would amend, among other things, the terms of the Plan relating to
eligible participants to include Directors of the Company as eligible
participants. If the Amended Plan is approved by stockholders, Directors would
no longer receive stock options pursuant to the Company's Stock Option Plan. See
the section below titled "Compensation and Transactions with Management and
Others."
In addition, the Amended Plan would increase the maximum number of
shares of restricted stock available for issuance thereunder from 250,000
shares, in the aggregate, of Common Stock and Class A Common Stock, to 350,000
shares each of Common Stock and Class A Common Stock. The Plan, as originally
established, provided that the Compensation Committee could make restricted
stock awards of 250,000 shares of the Company's Common Stock. In June 1998, the
Board established the Class A Common Stock and declared a special stock dividend
(the "Stock Dividend") on the shares of Common Stock consisting of one share of
Class A Common Stock for each share of Common Stock outstanding at the close of
business on July 31, 1998. The Stock Dividend was paid on August 14, 1998. As a
result of the Stock Dividend, the Compensation Committee thereafter made certain
adjustments to the Plan pursuant to which the maximum number of shares which may
be issued under the Plan was changed from 250,000 shares of Common Stock to
250,000 shares, in the aggregate, of Common Stock and Class A Common Stock. The
Plan did not provide for an automatic adjustment in the total number of shares
that may be issued to account for an event such as the Stock Dividend and, as a
result, the Stock Dividend effectively cut in half the economic value of the
shares available for grant under the Plan. As of January 7, 2000, no further
shares of Common Stock or Class A Common Stock were available for issuance under
the Plan. Consequently, the Board of Directors has approved, subject to
stockholder approval, the Amended Plan which would increase the number of shares
of restricted stock available for issuance thereunder so that shares of
restricted stock will once again be available for grant under the Amended Plan
in order to implement the original purposes of the Plan.
Set forth below is a summary of the principal provisions of the Amended
and Restated Restricted Stock Award Plan. The Amended Plan is set forth in its
entirety as Exhibit A to this Proxy Statement. The summary below is qualified in
its entirety by reference to Exhibit A.
7
Summary of the Amended and Restated Restricted Stock Award Plan
Grant of Restricted Stock Awards. The Compensation Committee would be authorized
to grant restricted stock awards up 350,000 shares each of Common Stock and
Class A Common Stock. The participants eligible to receive the restricted stock
awards will be management personnel selected by the Compensation Committee, in
its discretion, who are considered to have significant responsibility for the
growth and profitability of the Company as well as Directors.
Principal Terms and Conditions of Restricted Stock Awards. Each restricted stock
award will be evidenced by a written agreement, executed by both the relevant
participant and the Company, setting forth all the terms and conditions
applicable to such award as determined by the Compensation Committee. Such terms
and conditions shall include (i) the length of the restricted period of the
award; (ii) the restrictions applicable to the award, including without
limitation the employment or retirement status rules governing forfeiture, and
the prohibition against the sale, assignment, transfer, pledge or other
encumbrance of the restricted stock during the restricted period; and (iii) the
eligibility to share in dividends and other distributions paid to the Company's
shareholders during the restricted period.
Lapse of Restrictions. If a participant's employment is terminated or a
participant ceases to be a non-employee director of the Company by reason of
death or disability, the restrictions shall lapse on such date. If the
employment of a participant shall be terminated prior to the lapse of the
restricted period by reason of retirement, the restricted period will continue
as if the participant had remained in the employment of the Company. The
Compensation Committee will have the authority to accelerate the time at which
the restrictions may lapse whenever it considers that such action is in the best
interests of the Company and of its stockholders, whether by reason of changes
in tax laws, a "change in control" as defined in the Amended Plan or otherwise.
Tax Consequences. The Company will be required to withhold taxes to comply with
federal and state laws applicable to the value of restricted shares when they
are released from risk of forfeiture. Upon the lapse of the applicable
restrictions, the value of the restricted stock will be taxable to the relevant
participant as ordinary income and deductible by the Company. At the
Compensation Committee's discretion, an arrangement may be made by the Company
to assist a participant in meeting withholding taxes imposed by federal and
state authorities.
Compliance with SEC Requirements. No certificates for shares distributed under
the terms of the Amended Plan shall be executed and delivered to participants
until the Company shall have taken any action then required to comply with the
Securities Act of 1933, as amended, the Exchange Act and applicable SEC
requirements.
Adjustments to the Amended Plan. If the Company subdivides or combines its
outstanding shares of Common Stock or Class A Common Stock into a greater or
lesser number of shares or if the Compensation Committee shall determine that a
stock dividend, reclassification, business combination, exchange of shares,
warrants or rights offering to purchase shares or other similar event affects
the shares of the Company such that an adjustment is required in order to
preserve the benefits or potential benefits intended to be made available under
the Amended Plan, the Compensation Committee may make adjustments to the number
and class of shares which may be awarded and the number and class of shares
subject to outstanding awards under the Amended Plan.
The affirmative vote of the holders of not less than a majority of the total
combined voting power of all classes of stock entitled to vote and present, in
person or by properly executed proxy, at the Annual Meeting, subject to quorum
requirements, will be required to amend the Restricted Stock Award Plan.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE AMENDMENT OF
THE RESTRICTED STOCK AWARD PLAN.
8
Security Ownership of Certain Beneficial Owners and Management
The following tables set forth certain information as of January 7,
2000 available to the Company with respect to the shares of the Company (i) held
by those persons known to the Company to be the beneficial owners (as determined
under the rules of the SEC) of more than 5% of the Common Shares and Class A
Common Shares then outstanding and (ii) held by each of the Directors, each of
the executive officers named in the Summary Compensation Table below, and by all
of the Directors and such executive officers as a group:
5% BENEFICIAL OWNERS
Class A Common Shares
Name and Address Common Shares Percent of Beneficially Owned Percent of
of Beneficial Owner Beneficially Owned Class Class
Charles J. Urstadt 2,383,488 (1)(2) 38.0% 940,937 (3)(4) 14.4%
Urstadt Biddle Properties Inc.
321 Railroad Ave
Greenwich, CT 06830
Countryside Square -0- 1,200,000 18.4%
Limited Partnership (5)
c/o Urstadt Biddle Properties
321 Railroad Ave
Greenwich, CT 06830
Grace & White, Inc. (6) 368,950 5.9% 334,250 5.1%
515 Madison Ave, Suite 1700
New York, NY 10022
---------------
[FN]
(1) Of these shares, 50,000 are owned by Urstadt Property Company, Inc., a
company of which Mr. Urstadt is the chairman, a director and a
principal stockholder, 1,589,850 shares are owned by two irrevocable
trusts established for Mr. Urstadt's adult children, 57,000 shares are
owned by Elinor Urstadt, Mr. Urstadt's wife, and 5,000 shares are held
by The Trust Established Under the Urstadt Biddle Properties Inc.
Excess Benefits and Deferred Compensation Plan (the "Compensation Plan
Trust"). The figure excludes 13,273 shares issuable upon exercise of
options which are not currently exercisable and which will not become
exercisable within 60 days, but includes 565,838 shares issuable upon
exercise of options exercisable within 60 days. See "Compensation and
Transactions with Management and Others" below. The figure also
excludes 49,160 cash appreciation rights, all of which are exercisable
within 60 days.
.
(2) This figure assumes, in connection with the determination of the number
of Common Shares issuable upon exercise of options exercisable within
60 days, that Mr. Urstadt will elect the Common Stock Option (as
defined in "Report of Compensation Committee on Executive Compensation"
below) with respect to all of such options. See "Report of Compensation
Committee on Executive Compensation" for information with respect to
certain modifications of outstanding options granted under the
Company's Stock Option Plan as of August 14, 1998, the date of the
Stock Dividend. If Mr. Urstadt elects the Combination Option (as
defined below) or the Class A Stock Option (as defined below) with
respect to all such options, the number of Common Shares issuable upon
exercise of options exercisable within 60 days, the total number of
Common Shares beneficially owned and the Percent of Class would be
less.
9
(3) Of these shares, 210,150 shares are owned by two irrevocable trusts
established for Mr. Urstadt's adult children, 43,000 shares are owned
by Elinor Urstadt, Mr. Urstadt's wife and 60,000 shares are owned by
the Urstadt Conservation Foundation, of which Mr. Urstadt and his wife,
Elinor Urstadt, are the sole trustees. Mr. Urstadt disclaims beneficial
ownership of any shares held by the Urstadt Conservation Foundation.
The figure excludes 13,183 shares issuable upon exercise of options
which are not currently exercisable and which will not become
exercisable within 60 days, but includes 561,987 shares issuable upon
exercise of options exercisable within 60 days. See "Compensation and
Transactions with Management and Others" below. This figure also
excludes 48,826 cash appreciation rights, all of which are exercisable
within 60 days.
(4) This figure assumes, in connection with the determination of the number
of Class A Common Shares issuable upon exercise of options exercisable
within 60 days, that Mr. Urstadt will elect the Class A Stock Option
with respect to all of such options. See "Report of Compensation
Committee on Executive Compensation" for information with respect to
certain modifications of outstanding options granted under the
Company's Stock Option Plan as of August 14, 1998, the date of the
Stock Dividend. If Mr. Urstadt elects the Combination Option or the
Common Stock Option with respect to all such options, the number of
Class A Common Shares issuable upon exercise of options exercisable
within 60 days, the total number of Class A Common Shares beneficially
owned and the Percent of Class would be less.
(5) Pursuant to the terms of the Limited Partnership Agreement of
Countryside Square Limited Partnership (the "Partnership") dated as of
November 22, 1996 with the Company as general partner, the limited
partners contributed to the Partnership 600,000 Common Shares and
thereafter the Partnership was issued 600,000 Class A Common Shares
pursuant to the Stock Dividend. In April 1999, Mr. Urstadt, solely in
his capacity as trustee of each of two trusts established for the
benefit of his adult children, exchanged 300,000 shares of Class A
Common Stock from each of the two trusts for 600,000 shares of Common
Stock (300,000 shares for each of the two trusts) held by the
Partnership.
(6) Based upon information furnished to the Company by Grace & White, Inc.
</FN>
DIRECTORS AND OFFICERS
Common Class A
Shares Beneficially Percent Common Shares Percent
Name Owned (1) of Class (1) Beneficially Owned (2) of Class (2)
- ---- --------- ------------ ---------------------- ------------
Charles J. Urstadt 2,383,488 (3) 38.0% 940,937 (4) 14.4%
Willing L. Biddle 146,075 (15) 2.3% 109,675 (15A) 1.7%
E. Virgil Conway 22,231 (5)(6) * 32,124 (7)(7A)(8) *
Robert R. Douglass 18,865 (6)(9) * 28,771 (8)(10) *
Peter Herrick 38,731 (5)(6) * 42,624 (7)(8) *
George H.C. Lawrence 33,266 (6)(11) * 35,812 (8)(12) *
Paul D. Paganucci 17,731 (5)(6) * 24,224 (7)(8) *
Charles D. Urstadt 14,966 (6)(6A) * 1,953 (8)(8A) *
George J. Vojta 8,000 * 3,000 *
James R. Moore 61,666 (13) 1.0% 65,666 (13A) 1.0%
Raymond P. Argila 39,916 (14) * 40,916 (14) *
Directors & Executive Officers
as a group (11) persons 2,784,935 (16) 44.3% 1,325,702 (17) 20.3%
- ----------
[FN]
*Less than 1%
</FN>
10
(1) The figures presented in this column (except for those relating to Willing
L. Biddle, James R. Moore and Raymond P. Argila) assume, in connection with the
determination of the number of Common Shares issuable upon exercise of options
exercisable within 60 days by the respective individuals listed below, that such
individuals will elect the Common Stock Option with respect to all of such
options. See "Report of Compensation Committee on Executive Compensation" for
information with respect to certain modifications of outstanding options granted
under the Company's Stock Option Plan as of August 14, 1998, the date of the
Stock Dividend. If any such individual elects the Combination Option or the
Class A Stock Option with respect to any or all of such options, the number of
Common Shares issuable upon exercise of options exercisable within 60 days, the
total number of Common Shares beneficially owned and the Percent of Class would
be less for such individual.
(2) The figures presented in this column (except for those relating to Willing
L. Biddle, James R. Moore and Raymond P. Argila) assume, in connection with the
determination of the number of Class A Common Shares issuable upon exercise of
options exercisable within 60 days by the respective individuals listed below,
that such individuals will elect the Class A Stock Option with respect to all of
such options. See "Report of Compensation Committee on Executive Compensation"
for information with respect to certain modifications of outstanding options
granted under the Company's Stock Option Plan as of August 14, 1998, the date of
the Stock Dividend. If any such individual elects the Combination Option or the
Common Stock Option with respect to any or all of such options, the number of
Class A Common Shares issuable upon exercise of options exercisable within 60
days, the total number of Class A Common Shares beneficially owned and the
Percent of Class would be less for such individual.
(3) This figure includes 50,000 Common Shares owned by Urstadt Property Company
Inc., 1,589,850 Common Shares owned by two irrevocable trusts established for
Mr. Urstadt's adult children, 57,000 Common Shares owned by Elinor Urstadt, Mr.
Urstadt's wife and 5,000 shares owned by the Compensation Plan Trust. This
figure excludes 13,273 Common Shares issuable upon exercise of options which are
not currently exercisable and which will not become exercisable within 60 days,
but includes 565,838 Common Shares issuable upon exercise of options exercisable
within 60 days. The figure also excludes 49,160 cash appreciation rights all of
which are exercisable within 60 days. See "Compensation and Transactions with
Management and Others" below.
(4) This figure includes 210,150 Class A Common Shares owned by two irrevocable
trusts established for Mr. Urstadt's adult children, 43,000 Class A Common
Shares owned by Elinor Urstadt, Mr. Urstadt's wife and 60,000 shares owned by
the Urstadt Conservation Foundation. Mr. Urstadt disclaims beneficial ownership
of any shares held by such Foundation. This figure excludes 13,183 Class A
Common Shares issuable upon exercise of options which are not currently
exercisable and which will not become exercisable within 60 days, but includes
561,987 Class A Common Shares issuable upon exercise of options exercisable
within 60 days. This figure also excludes 48,826 cash appreciation rights all of
which are exercisable within 60 days. See "Compensation and Transactions with
Management and Others" below.
(5) This figure includes 15,731 Common Shares issuable upon exercise of options
which are currently exercisable or which will become exercisable within 60 days.
See "Compensation and Transactions with Management and Others" below.
(6) This figure excludes 1,000 Common Shares issuable upon exercise of options
which are not currently exercisable and which will not become exercisable within
60 days. See "Compensation and Transactions with Management and Others" below.
(6A) This figure includes 1,966 shares issuable upon exercise of options which
are currently exercisable or which will become exercisable within 60 days.
(7) This figure includes 15,624 Class A Common Shares issuable upon exercise of
options which are currently exercisable or which will become exercisable within
60 days. See "Compensation and Transactions with Management and Others" below.
11
(7A) This figure includes 10,000 shares held of record by The Conway Foundation
of which Mr. Conway and his wife, Elaine Conway, are the sole directors. Mr.
Conway disclaims beneficial ownership of any shares held by The Conway
Foundation.
(8) This figure excludes 1,000 Class A Common Shares issuable upon exercise of
options which are not currently exercisable and which will not become
exercisable within 60 days. See "Compensation and Transactions with Management
and Others" below.
(8A) This figure includes 1,953 shares issuable upon exercise of options which
are currently exercisable or which will become exercisable within 60 days.
(9) This figure includes 13,765 Common Shares issuable upon exercise of options
which are currently exercisable or which will become exercisable within 60 days.
See "Compensation and Transactions with Management and Others" below.
(10) This figure includes 13,671 Class A Common Shares issuable upon exercise of
options which are currently exercisable or which will become exercisable within
60 days. See "Compensation and Transactions with Management and Others" below.
(11) This figure includes 7,866 Common Shares issuable upon exercise of options
which are currently exercisable or which will become exercisable within 60 days.
See "Compensation and Transactions with Management and Others" below.
(12) This figure includes 7,812 Class A Common Shares issuable upon exercise of
options which are currently exercisable or which will become exercisable within
60 days. See "Compensation and Transactions with Management and Others" below.
(13) This figure includes 28,250 shares issuable upon exercise of options which
are currently exercisable or which will become exercisable within 60 days. This
figure excludes 1,250 shares issuable upon exercise of options which are not
currently exercisable and which will not become exercisable within 60 days. See
"Compensation and Transactions with Management and Others" below.
(13A) This figure includes 4,000 shares held of record by the Compensation Plan
Trust and 28,250 Class A Common Shares issuable upon exercise of options which
are currently exercisable or which will become exercisable within 60 days. This
figure excludes 1,250 Class A Common Shares issuable upon exercise of options
which are not currently exercisable and which will not become exercisable within
60 days. See "Compensation and Transactions with Management and Others" below.
(14) This figure includes 19,250 Common Shares and Class A Common Shares
issuable upon exercise of options which are currently exercisable or which will
become exercisable within 60 days. This figure excludes 750 Common Shares and
Class A Common Shares issuable upon exercise of options which are not currently
exercisable and which will not become exercisable within 60 days. See
"Compensation and Transactions with Management and Others" below.
(15) This figure includes 1,800 shares held of record by the Compensation Plan
Trust and 17,500 Common Shares issuable upon exercise of options which are
currently exercisable or which will become exercisable within 60 days. This
figure excludes 1,500 Common Shares issuable upon exercise of options which are
not currently exercisable and which will not become exercisable within 60 days.
Mr. Biddle is the son-in-law of Mr. Urstadt. See "Compensation and Transactions
with Management and Others" below.
(15A) This figure includes 17,500 Class A Common shares issuable upon exercise
of options which are currently exercisable or which will become exercisable
within 60 days. This figure excludes 1,500 Class A Common shares issuable upon
exercise of options which are not currently exercisable and which will not
become exercisable within 60 days. Mr. Biddle is the son-in-law of Mr. Urstadt.
See "Compensation and Transactions with Management and Others" below.
12
(16) This figure excludes 22,773 Common Shares issuable upon exercise of options
which are not currently exercisable and which will not become exercisable within
60 days, but includes 701,628 Common Shares issuable upon exercise of options
which are exercisable within 60 days. This figure also excludes 49,160 cash
appreciation rights all of which are exercisable within 60 days.
(17) This figure excludes 22,683 Class A Common Shares issuable upon exercise of
options which are not currently exercisable and which will not become
exercisable within 60 days, but includes 697,295 Class A Common Shares issuable
upon exercise of options which are exercisable within 60 days. This figure also
excludes 48,826 cash appreciation rights all of which are exercisable within 60
days.
COMPENSATION AND TRANSACTIONS WITH MANAGEMENT AND OTHERS
Executive Officer Compensation
There is set forth below information concerning the annual and long-term
compensation paid by the Company during each of the three years ended October
31, 1999 to those persons who were, at October 31, 1999 (i) the chief executive
officer and (ii) the three other most highly compensated executive officers of
the Company constituting the only persons who were serving as executive officers
at such date.
SUMMARY COMPENSATION TABLE
Name and Principal Restricted # Options All Other
Position Year Salary Bonus Total Stock (1) SARs Compensation*
- ------------------ ---- ------ ----- ----- ---------- --------- -------------
Charles J. Urstadt, 1999 $264,000 $35,000 $299,000 $245,625 0 $15,128
Chief Executive Officer 1998 $256,000 $40,000 $296,000 $402,500 0 $15,333
1997 $240,000 $50,000 $290,000 $256,875 0 $14,500
Willing L. Biddle, 1999 $204,167 $25,000 $229,167 $327,500 0 $11,458
President and Chief 1998 $197,612 $30,000 $227,612 $301,875 0 $11,381
Operating Officer 1997 $180,833 $70,000 $250,833 $342,500 0 $12,504
James R. Moore, 1999 $174,622 $17,000 $191,622 $90,063 0 $9,581
Executive Vice President 1998 $168,542 $20,000 $188,542 $115,719 0 $9,427
1997 $158,333 $15,000 $173,333 $85,625 0 $8,667
Raymond P. Argila, 1999 $144,407 $5,000 $149,407 $32,750 0 $7,470
Senior Vice President 1998 $139,700 $6,000 $145,700 $50,313 0 $7,285
1997 $136,255 $6,000 $142,255 $42,812 0 $7,113
[FN]
- ----------------
* Consists of a discretionary contribution by the Company to the Company's
Profit Sharing and Savings Plan (the "401(k) Plan") allocated to an account of
the named executive officer and related excess benefit compensation.
(1) Amounts shown represent the dollar value on the date of grant. The aggregate
number of shares of restricted stock held on October 31, 1999 and the value
thereof as of such date were as follows: Urstadt, 50,000 each of Class A Common
and Common Shares ($737,500); Biddle, 55,000 each of Class A Common and Common
Shares ($855,938); Moore, 16,250 each of Class A Common and Common Shares
($252,891); and Argila, 7,000 each of Class A Common and Common Shares
($108,938). Restricted Stock vests at the end of five years. Dividends on shares
of restricted stock are paid as declared.
</FN>
13
Director Compensation
Other than Messrs. C.J. Urstadt and Biddle, each Director is entitled
to an annual retainer of $16,000 and compensation of $1,200 for each Director
meeting and each committee meeting attended. Pursuant to the former Directors
Deferred Fees Plan, Directors could elect to defer payment of any fees until
they leave office. The Company paid annual interest of 7.5% on deferred Director
fees through April 13, 1999. Effective on that date, the Directors Deferred Fees
Plan was terminated and deferred fees accumulated thereunder were paid to all
participants under such Plan.
Excess Benefits and Deferred Compensation Plan
Effective November 1, 1996, the Directors adopted the Urstadt Biddle
Properties Inc. Excess Benefits and Deferred Compensation Plan, a non-qualified
deferred compensation plan. The Plan is intended to provide eligible employees
with benefits in excess of the amounts which may be provided under the Company's
tax-qualified Profit Sharing and Savings Plan (a 401(K) plan), and to provide
such employees with the opportunity to defer receipt of a portion of their
compensation. Participation is limited to those employees who earn above the
limit on compensation under the Company's Profit Sharing and Savings Plan,
currently $160,000.
Under the Plan, a participant is credited with an amount equal to the
contributions which would have been credited to the participant if the $160,000
compensation limitation under the Profit Sharing and Savings Plan did not apply.
Amounts credited under the Plan vest under the same rules as under the
Profit Sharing and Savings Plan. In addition, each Participant may elect to
defer the receipt of a portion of his or her compensation until a later date.
Amounts credited under the Plan are increased with interest at a rate set from
time to time by the Compensation Committee. For the fiscal year ended October
31, 1999, the Company paid annual interest of 7.5% on deferred compensation
accounts. In the event of a change of control (as defined in the Plan), the
Compensation Committee may in its discretion accelerate the vesting of benefits
under the Plan.
Effective as of January 1, 2000, the Excess Benefits and Deferred
Compensation Plan was amended by creating a trust to hold funds allocated under
the Plan. Members of the Compensation Committee act as trustees of the trust.
Eligible participants in the Plan may elect to have all or a portion of their
deferred compensation accounts in the Plan invested in the Company's Common
Stock, Class A Common Stock or such other securities as may be purchased by the
trustees in their discretion.
Change of Control Agreements
The Company has agreements with each of its executive officers,
including Messrs. Urstadt, Biddle, Moore and Argila, under which, in certain
circumstances following a Change of Control of the Company (as defined in such
agreements), the Company would pay severance benefits to such persons. If,
within 18 months following the Change of Control, the Company terminates the
executive's employment other than for cause, or if the executive elects to
terminate his employment with the Company for reasons specified in the
agreement, the Company will make a severance payment equal to a portion of such
person's base salary, together with medical and other benefits during such
period. Messrs. Urstadt, Biddle, Moore and Argila would each receive a severance
payment equal to their respective twelve month salaries plus benefits. The
salaries of Messrs. Urstadt, Biddle, Moore and Argila are currently $270,000,
$210,000, $180,000 and $146,000, respectively. Each of such agreements has an
indefinite term.
Stock Options
Under the Company's Stock Option Plan ("Plan"), 418,271 shares of the
Company's authorized but unissued Common Shares and 418,271 shares of the
Company's Class A Common Shares have been reserved for issuance upon the
exercise of options or stock appreciation rights which have been or may be
granted under the Plan. The persons eligible to participate in the Plan are such
key employees of the Company as may be selected from time to time by the
Compensation Committee in its discretion, as well as non-employee Directors. The
Plan provides that each Director who is not a full-time employee or former
full-time employee of the Company will automatically be awarded options covering
1,000 Common Shares and 1,000 Class A Common shares on April 1 of each year. The
Plan is administered by the Compensation Committee.
14
The Compensation Committee has authorized loans to finance the exercise
of incentive stock options granted to executive officers. The loans have a
five-year term, subject to extension at the discretion of the Compensation
Committee, bear interest at the prime rate plus 1/2% and are secured by a pledge
of the related shares. The loans become due on termination of employment by the
Company, but are automatically extended for seven months following termination
of employment other than for cause, and for 13 months following termination of
employment occurring after a Change of Control of the Company. Two loans are
outstanding to James R. Moore and Raymond P. Argila, each in the principal
amount of $133,534.
The following table sets forth, for the executive officers named in the
Summary Compensation Table, information concerning the fiscal year-end value of
unexercised options and SARs.
Aggregated Options/SAR Exercises in Last Fiscal Year and FY-End Option/SAR Values
# of Unexercised Value of Unexercised
Class A Common In-the-Money
and Common Share Options/SARs at
Shares Options/SARs at FY-End FY-End ($)
Acquired On Value
Names Exercise (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
- ----- ------------ ------------ ----------- ------------- ----------- -------------
Charles J. Urstadt -- -- 287,750 6,750 (1) $387,490 $ 0 (2)
Willing L. Biddle -- -- 17,500 1,500 $ 7,855 $ 0
James R. Moore -- -- 28,250 1,250 $ 10,005 $ 0
Raymond P. Argila -- -- 19,250 750 $ 8,799 $ 0
[FN]
(1) These figures assume that Mr. Urstadt will elect the Combination Option with
respect to all options granted to him prior to August 14, 1998, the date of the
Stock Dividend. See "Report of Compensation Committee on Executive Compensation"
for information with respect to certain modifications of outstanding options
granted under the Company's Stock Option Plan as of August 14, 1998, the date of
the Stock Dividend. If Mr. Urstadt elects the Common Stock Option or the Class A
Stock Option with respect to any or all of such options, these figures would be
less.
(2) These figures assume that Mr. Urstadt will elect the Combination Option with
respect to all options granted to him prior to August 14, 1998, the date of the
Stock Dividend. See "Report of Compensation Committee on Executive Compensation"
for information with respect to certain modifications of outstanding options
granted under the Company's Stock Option Plan as of August 14, 1998, the date of
the Stock Dividend. If Mr. Urstadt elects the Common Stock Option with respect
to all such options, the Value of Unexercised In-the-Money Options at FY-End($)
Exercisable would be $341,003 and the Value of Unexercised In-the-Money Options
at FY-End($) Unexercisable would be $0. If Mr. Urstadt elects the Class A Stock
Option with respect to all such options, the Value of Unexercised In-the-Money
Options at FY-End($) Exercisable would be $418,099 and the Value of Unexercised
In-the-Money Options at FY-End($) Unexercisable would be $0.
</FN>
15
Restricted Stock Plan
Under the Company's Plan, 250,000 shares, in the aggregate, of the
Company's authorized but unissued Common Shares and Class A Common Shares have
been reserved for issuance in connection with restricted stock awards which have
been or may be granted under the Plan. The persons eligible to receive
restricted stock awards are selected by the Compensation Committee, in its
discretion, from management personnel who are considered to have significant
responsibility for the growth and profitability of the Company. The Plan is
administered by the Compensation Committee.
Each restricted stock award is evidenced by a written agreement,
executed by both the relevant participant and the Company, setting forth all the
terms and conditions applicable to such award as determined by the Compensation
Committee. Such terms and conditions shall include (i) the length of the
restricted period of the award, (ii) the restrictions applicable to the award,
including (without limitation) the employment status rules governing forfeiture,
and the prohibition against the sale, assignment, transfer, pledge or other
encumbrance of the restricted stock during the restricted period, and (iii) the
eligibility to share in dividends and other distributions paid to the Company's
stockholders during the restricted period.
If the employment of a participant shall be terminated prior to the
lapse of the restricted period by reason of death or disability, the
restrictions shall lapse on such date. If the employment of a participant shall
be terminated prior to the lapse of the restricted period by reason of
retirement, the restricted period will continue as if that participant had
remained in the employment of the Company.
The Compensation Committee has the authority to accelerate the time at
which the restrictions may lapse whenever it considers that such action is in
the best interests of the Company and of its stockholders, whether by reason of
changes in tax laws, a "change in control" ( as defined in the Plan), or
otherwise.
As set forth above under "Proposal 3 - Amendment of the Restricted
Stock Award Plan", the Board of Directors of the Company has approved, subject
to approval of the stockholders of the Company, the Amended Plan which amended
and restated the Plan.
Report of Compensation Committee on Executive Compensation
The Compensation Committee, which is composed of three independent
outside Directors, is responsible for making recommendations to the Board
concerning compensation and for administering the Company's Stock Option Plan
and Restricted Stock Plan. The Compensation Committee considered a variety of
factors and criteria in arriving at its recommendations for compensation of the
Company's executive officers for fiscal 1999.
The Committee believes that compensation should be structured so as to
provide incentives to the Company's officers to enhance the long-term
profitability of the Company. Thus, in making its recommendations regarding
compensation, the Committee attempts to align the financial interests of the
Company's executive officers with those of its stockholders.
16
In evaluating the potential long-term profitability of the Company and
making its fiscal 2000 compensation recommendations, the Committee considered
stock price, projected and actual cash flow, leasing activities, new
acquisitions and other factors in arriving at its conclusions. In 1997, the
stockholders approved the Restricted Stock Plan to provide the Company's key
executives with a direct incentive to improve the Company's profitability and
consequently, stockholder value. The Plan provides that restricted stock be held
for a specified time after it is issued before it can be sold or disposed of.
Thus, if the executive leaves the Company other than by retirement, the unvested
stock generally is forfeited. Restricted stock awards serve as both a reward for
performance and a retention device for key executives and help to align their
interests with all stockholders.
The Committee believes that the continued focus by the Chief Executive
Officer on financing, acquisitions and sales, leasing and cost containment, in
the face of a highly competitive market, warrants special recognition and that
such focus has positioned the Company for potential long-term profitability as
this strategy matures. The Committee recognized the leadership by Mr. Urstadt
during 1999 in all areas of management including particularly increasing
leasing, capital financing and acquisitions. The Committee recommended to
the Board of Directors and the Board of Directors approved an increase in
Mr. Urstadt's annual salary to $270,000 and awarded him a cash bonus of $35,000.
The Committee also awarded Mr. Urstadt 15,000 Class A Common Shares and
15,000 Common Shares of restricted Stock. The amount of restricted stock was
determined by the Committee based on its judgment as to the appropriate amount
of incentive compensation that should be in the form of stock in order to meet
competitive compensation trends among REITs of comparable size.
On June 16, 1998, the Board of Directors declared the Stock Dividend on
the Common Stock and the Stock Dividend was paid on August 14, 1998 to holders
of record of the Common Stock as of the close of business on the Stock Dividend
Record Date.
In connection with the Stock Dividend, each of the officers' and
directors' options to purchase shares of Common Stock awarded prior to the Stock
Dividend (each an "Existing Option") is deemed to be, upon his election with
respect to each Existing Option: (i) an option (each, a "Common Stock Option")
to purchase such number of shares of Common Stock as shall be equal in aggregate
fair market value to the aggregate fair market value of the shares of Common
Stock issuable pursuant to the related Existing Option; (ii) an option (each, a
"Class A Stock Option") to purchase such number of shares of Class A Common
Stock as shall be equal in aggregate fair market value to the aggregate fair
market value of the shares of Common Stock issuable pursuant to the related
Existing Option; or (iii) an option (each, a "Combination Option") to purchase
such number of shares of Common Stock and such number of shares of Class A
Common Stock, in each case, as shall be equal to the number of shares of Common
Stock issuable pursuant to the related Existing Option.
The exercise price for the purchase of one share of Common Stock and/or
one share of Class A Common Stock pursuant to any Common Stock Option, Class A
Stock Option or Combination Option has been set according to the proportional
allocation of the exercise price for the purchase of one share of Common Stock
pursuant to the related Existing Option, such proportional allocation being
determined according to the fair market values of the underlying shares of
Common Stock (ex-Stock Dividend) and Class A Common Stock.
Compensation Committee: E. Virgil Conway, Chairman
Robert R. Douglass
George H.C. Lawrence
17
OTHER INFORMATION
Performance Graph
The following graph compares, for the five-year period ended October
31, 1999, the Company's cumulative total return to its common stockholders with
the returns for the NAREIT All REIT Total Return Index (a peer group index)
published by the National Association of Real Estate Investment Trusts (NAREIT)
and for the S&P 500 Index for the same period.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN*
AMONG URSTADT BIDDLE PROPERTIES INC., THE S&P 500 INDEX AND
THE NAREIT ALL-REIT INDEX
[Insert Graph]
10/94 10/95 10/96 10/97 10/98 10/99
----- ----- ----- ----- ----- -----
UBP 100.00 106.80 124.11 159.32 237.98 237.92
S&P 500 100.00 126.44 156.91 207.30 252.89 317.80
NAREIT ALL-REIT 100.00 114.06 143.50 189.11 161.20 147.64
*$100 INVESTED ON 10/31/94 IN STOCK OR INDEX - INCLUDING REINVESTMENT
OF DIVIDENDS, FISCAL YEAR ENDING OCTOBER 31.
On October 31 of each of 1994, 1995, 1996 and 1997, the only publicly traded
equity security of the Company was the Common Shares. In June 1998, the Company
established the Class A Common Shares and on August 14, 1998, the Stock Dividend
was paid, pursuant to which holders of the Common Shares received one Class A
Common Share for each outstanding Common Share. Since August 17, 1998, both the
Common Shares and the Class A Common Shares have been publicly traded on the New
York Stock Exchange, Inc. For the period in which both Common Shares and Class A
Common Shares were outstanding, performance data is based upon a combination of
the total returns of both classes. The stock price performance shown on the
graph is not necessarily indicative of future price performance.
SOLICITATION OF PROXIES AND VOTING PROCEDURES
The cost of soliciting proxies will be borne by the Company. In
addition to solicitation by mail, solicitations may also be made by personal
interview, facsimile transmission or telephone. Directors and officers of the
Company may participate in such solicitation and will not receive additional
compensation for such services. Arrangements will also be made with custodians,
nominees and fiduciaries for forwarding of proxy solicitation material to
beneficial owners of Company Common Shares and Class A Common Shares and the
Company will reimburse such custodians, nominees and fiduciaries for reasonable
expenses incurred in connection therewith.
The presence, either in person or by properly executed proxy, of a
majority of the Company's outstanding Common Shares and Class A Common Shares is
necessary to constitute a quorum at the Annual Meeting. Each Common Share
outstanding on the Record Date entitles the holder thereof to one vote and each
Class A Common Share outstanding on the Record Date entitles the holder thereof
to 1/20 of one vote. An automated system administered by the Company's transfer
agent tabulates the votes.
The election of the Directors, the ratification of the appointment of
the Company's auditors and the amendment of the Restricted Stock Award Plan each
requires the affirmative vote of a majority of the total combined voting power
of all classes of stock entitled to vote and present, in person or by properly
executed proxy, at the Annual Meeting. Abstentions will thus be the equivalent
of negative votes and broker non-votes will have no effect with respect to such
proposals, as any Common Shares or Class A Common Shares subject to broker
non-votes will not be present and entitled to vote with respect to any proposal
to which the broker non-vote applies.
Each of the Proposals presented to the Company at the Annual Meeting is
being presented as a separate and independent Proposal and no Proposal is
conditioned upon adoption or approval of any other Proposal.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Exchange Act, and in accordance therewith files reports, proxy statements, and
other information with the SEC. Such reports, proxy statements and other
information may be inspected without charge at the principal office of the SEC,
450 Fifth Street, N.W., Washington, D.C. 20549, and at the regional offices of
the SEC located at Seven World Trade Center, Suite 1300, New York, New York
10048 and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661, and copies of all or any part thereof may be obtained at
prescribed rates from the SEC's Public Reference Section at such addresses.
Also, the SEC maintains a World Wide Web site on the Internet at
http://www.sec.gov that contains reports, proxy and information statements and
other information regarding registrants that file electronically with the SEC.
Such reports, proxy and information statements and other information also can be
inspected at the office of the New York Stock Exchange, Inc., 20 Broad Street,
New York, NY 10005.
The Company's Annual Report to Stockholders for the fiscal year ended
October 31, 1999 (which is not part of the Company's proxy soliciting materials)
has been mailed to the Company's stockholders with or prior to this Proxy
Statement. A copy of the Company's Annual Report on Form 10-K, without exhibits,
will be furnished without charge to stockholders upon request to:
Thomas D. Myers, Secretary
Urstadt Biddle Properties Inc.
321 Railroad Avenue
Greenwich, CT 06830
18
OTHER MATTERS
The Directors know of no other business to be presented at the Annual
Meeting. If other matters properly come before the meeting in accordance with
the Articles of Incorporation, the persons named as proxies will vote on them in
accordance with their best judgment.
Proposals of stockholders intended to be presented to the Company's
Annual Meeting of Stockholders to be held in 2001 must be received by the
Company by October 1, 2000. Such proposals must also comply with the
requirements as to form and substance established by the SEC for such proposals
to be included in the proxy statement.
You are urged to complete, date, sign and return your Proxy Card
promptly to make certain your Shares will be voted at the Annual Meeting, even
if you plan to attend the meeting in person. If you desire to vote your Shares
in person at the meeting, your proxy may be revoked. For your convenience in
returning the Proxy Card, a pre-addressed and postage paid envelope has been
enclosed.
YOUR PROXY IS IMPORTANT
WHETHER YOU OWN FEW OR MANY SHARES.
PLEASE DATE, SIGN AND MAIL THE ENCLOSED PROXY CARD TODAY.
19
(Form of Proxy Card - Front)
URSTADT BIDDLE PROPERTIES INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
To be held on March 15, 2000
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF URSTADT BIDDLE PROPERTIES
INC.
The undersigned hereby constitutes and appoints Willing L. Biddle and Thomas D.
Myers, and each of them, as Proxies of the undersigned, with full power to
appoint his or her substitute, and authorizes each of them to represent and vote
all Common Stock, and Class A Common Stock, par value $.01 per share of Urstadt
Biddle Properties Inc. (the "Company") held of record as of the close of
business on January 28, 2000, at the Annual Meeting of Stockholders of the
Company (the "Annual Meeting") to be held at the Hyatt Regency Greenwich, Old
Greenwich, Connecticut on Wednesday, March 15, 2000, and at any adjournments or
postponements thereof.
When properly executed, this proxy will be voted in the manner directed herein
by the undersigned stockholder(s). If no direction is given, this proxy will be
voted (i) FOR the election of one Director of the Company to serve for two years
and three Directors of the Company to serve for three years, as set forth in
Proposal 1, and (ii) FOR the ratification of the appointment of Arthur Andersen
LLP as the independent auditors of the Company for the ensuing fiscal year, as
set forth in Proposal 2, and (iii) FOR the amendment to the Restricted Stock
Award Plan as set forth in Proposal 3. In their discretion, the Proxies are each
authorized to vote upon such other business as may properly come before the
Annual Meeting and any adjournments or postponements thereof. A stockholder
wishing to vote in accordance with the Board of Directors' recommendations, need
only sign and date this proxy and return it in the enclosed envelope.
The undersigned hereby acknowledge(s) receipt of a copy of the accompanying
Notice of Annual Meeting of Stockholders, the Proxy Statement and the Company's
Annual Report to Stockholders and hereby revoke(s) any proxy or proxies
heretofore given. This proxy may be revoked at any time before it is exercised
by filing a notice of such revocation, by filing a later dated proxy with the
Secretary of the Company or by voting in person at the Annual Meeting.
(Continued and to be signed and dated on reverse side)
20
(Form of Proxy Card - Reverse)
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THESE PROPOSALS.
Proposal 1. To elect one Director to serve for two years and three Directors to
serve for three years.
FOR all nominees WITHHOLD AUTHORITY to vote EXCEPTIONS*
listed below[ ] for all nominees listed below [ ] [ ]
Nominee to serve for two years: George J. Vojta
Nominees to serve for three years: Robert R. Douglass, George H. C. Lawrence,
Charles J. Urstadt
(INSTRUCTIONS: To withhold authority to vote for any individual nominee, mark
the "Exceptions" box and write that nominee's name in
the space provided below.)
*EXCEPTIONS: __________________________________________________________
Proposal 2. To ratify the appointment of Arthur Andersen LLP as the independent
auditors of the Company for one year.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
Proposal 3. To amend the Company's Restricted Stock Award Plan.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
Change of Address and/or comments mark here [ ]
Please sign name exactly as shown. When there is more than one holder, each
should sign. When signing as an attorney, administrator, guardian or trustee,
please add your title as such. If executed by a corporation or partnership, the
proxy should be signed by a duly authorized person, stating his or her title or
authority.
Dated: ________________________________
Signature(s): ________________________________
________________________________
Please vote and sign on this side and return promptly in the enclosed envelope.
Do not forget to date your proxy.
Votes must be indicated (X) in Black or Blue Ink.
EXHIBIT A
AMENDED AND RESTATED RESTRICTED STOCK AWARD PLAN OF
URSTADT BIDDLE PROPERTIES INC.
Urstadt Biddle Properties Inc.
Amended and Restated Restricted Stock Award Plan
1. Purposes
This Amended and Restated Restricted Stock Award Plan (the "Plan")
amends and restates the Urstadt Biddle Properties Inc. Restricted Stock Award
Plan, dated March 12, 1997 (the "Original Plan"). The purposes of the Plan are
to promote the long-term growth of Urstadt Biddle Properties Inc. (the
"Company") by attracting, retaining and motivating executive management and
non-employee directors possessing outstanding ability and to further the
identity of Participants' interest with those of the shareholders of the Company
through stock ownership opportunities.
2. Definitions
The following terms shall have the following meanings:
|_| "Award" means an award of Restricted Stock granted under the provisions of
the Plan.
|_| "Board" means the Board of Directors of Urstadt Biddle Properties Inc.
|_| "Class A Common Stock" means the Class A Common Stock, par value $.01
per share, of the Company.
|_| "Committee" means the Compensation Committee of the Board of Directors
appointed to administer the Plan.
|_| "Common Stock" means the Common Stock, par value $.01 per share, of the
Company.
|_| "Company" means Urstadt Biddle Properties Inc.
|_| "Disability" means total and permanent disability.
|_| "Participant" means an employee or non-employee Director of the Company who
is selected by the Committee to participate in the Plan.
|_| "Restricted Period" means the period of time during which an Award to
Participant(s) remains subject to the Restrictions imposed on the Shares as
determined by the Committee.
|_| "Restrictions" mean the restrictions and conditions imposed on an Award as
determined by the Committee, which must be satisfied in order for a Participant
to become vested in an Award.
|_| "Restricted Stock" means an award of Shares on which is imposed a
Restriction Period.
|_| "Restricted Stock Award Date" means the date on which the Committee awarded
Restricted Stock to a Participant.
|_| "Retirement" means, with respect to employee Participants, termination from
active employment with the Company pursuant to the terms of the retirement
plan(s) applicable to the Participant and, with respect to non-employee Director
Participants, expiration of the term of service on the Board by reason of the
Participant's failure to be elected to the Board pursuant to a regular election
or his or her decision not to stand for re-election to the Board.
|_| "Share" means a share of Common Stock or Class A Common Stock, as determined
by the Committee.
3. Effective Date Of The Plan
The effective date of the Original Plan was March 12, 1997, and the
effective date of the Plan is December 9, 1999; provided, however, that the
provisions of Section 5 of the Plan which increase the number of Shares which
may be issued or transferred under the Plan from the number of Shares which may
be issued or transferred under the Original Plan shall not be effective until
the shareholders of the Company approve the Plan.
4. Administration Of The Plan
The Plan shall be administered by the Compensation Committee of the
Board, comprised of persons who are "Non-Employee Directors" as defined in Rule
16b-3 of the Securities and Exchange Commission. If no such Committee shall be
in office, the Plan shall be administered by the Board.
The Committee shall have complete and discretionary authority to (a)
select Participants, (b) determine the Award to be granted to a selected
Participant, (c) determine the time or times when Awards will be granted, (d)
determine the time or times and the conditions subject to which Awards may
become vested or Restrictions will lapse, (e) interpret and construe the Plan
and the rights of a Participant to an Award and make determinations, subject to
the provisions of the Plan, in the best interests of the Company and its
shareholders.
The Committee may delegate nondiscretionary administrative duties
under the Plan to one or more agents (e.g., attorneys, consultants, etc.) or
officers as it deems necessary and advisable at the expense of the Company.
Any power which may be exercised by the Committee may also be exercised
by the Board. No member of the Committee or the Board shall be personally liable
for any action taken or determination made in good faith with respect to the
Plan or its administration. All decisions made by the Committee as
administrators of the Plan shall be conclusive and binding upon all persons and
the Company.
5. Shares Subject To Plan
The maximum number of shares of Restricted Stock which may be issued or
transferred under the Plan is 350,000 Shares of Class A Common Stock and 350,000
Shares of Common Stock. Any shares of Restricted Stock which have been awarded,
but are later forfeited to the Company, will again be available for Awards under
the Plan.
The Stock which may be issued or transferred under the Plan may be
authorized but unissued Shares or Shares acquired by the Company and held in its
Treasury as determined by the Committee.
6. Grant Of Restricted Stock Awards
The Committee shall from time to time, in its discretion, (i) select
Participants from (a) management personnel who have significant responsibility
for the growth and profitability of the Company and (b) non-employee Directors
of the Company, including members of the Committee, (ii) determine the number
and class of Shares to be granted by each Award and (iii) establish the
applicable terms of each such Award. An Award granted to a non-employee Director
of the Company shall be held by such non-employee Director for a period of at
least six (6) months following the date of grant.
7. Award Agreement
Each Restricted Stock Award shall be evidenced by a written agreement,
executed by the Participant and the Company, which shall contain the terms and
conditions established by the Committee.
8. Terms Of Restricted Stock Awards
Subject to the provisions of the Plan, the Committee shall determine:
|_| The terms and conditions of the Award Agreement, including whether an Award
shall consist of Common Stock, Class A Common Stock, or both;
|_| The Restricted Period of the Award; and
|_| The Restrictions applicable to an Award, including, but not limited to
employment status and director tenure rules governing forfeitures and
limitations on the sale, assignment, pledge or other encumbrances during the
Restricted Period.
The Committee may, in its discretion, determine that the issuance of
stock certificates representing the Restricted Stock Awards be held in custody
by the Company until the Restrictions lapse.
The Participant may, in the discretion of the Committee, receive any
dividends, taxable at that time as ordinary income, and other distributions paid
with respect to any Award(s), as declared and paid to shareholders during the
Restricted Periods.
Upon the lapse of Restrictions, the value of the Restricted Stock will
be taxable as ordinary income. At the Committee's discretion, an arrangement may
be made by the Company to assist the Participant in meeting the withholding
taxes required by federal, state and local authorities.
9. Terminations Of Employment During Restricted Period
In the event that during the term of the Restricted Period a
Participant:
|_| Terminates employment with the Company or ceases to be a non-employee
Director of the Company for any reason other than death, Disability or
Retirement, such Participant shall forfeit any and all Restricted Stock Awards
whose Restrictions have not lapsed; or,
|_| Terminates employment or ceases to be a non-employee Director of the Company
by reason of death or Disability, the Restrictions on any and all Awards shall
lapse on the date of such termination; or,
|_| Terminates employment by reason of Retirement, all Awards continue to vest
as if Retirement had not occurred until such time as the Restrictions lapse;
provided, however, that if any such retired Participant, prior to the completion
of any or all Restricted Periods, accepts employment or provides services to any
organization that is competitive in nature with the Company, the Participant
will forfeit any and all Restricted Stock Awards whose Restrictions have not
lapsed.
10. Change-Of-Control
The Committee shall have the authority to accelerate the time at which
the Restrictions will lapse or to remove any such restriction upon the
occurrence of a "change-of-control" as defined by any one of the following
events:
(a) any Person who becomes the owner of 10% or more of the Company's total
combined voting power of the total amount of outstanding Shares and,
thereafter, individuals who were not Directors of the Company prior to
the date such Person became such a 10% owner are elected as Directors
pursuant to an arrangement or understanding with, or upon the request
of or nomination by, such Person and constitute at least two of the
Directors; or
(b) there occurs a change-of-control of the Company of a nature that would
be required to be reported in response to Item la of Form 8-K pursuant
to Section 13 or 15 under the Securities Exchange Act of 1934, as
amended ("Exchange Act"), or in any other filing by the Company with
the Securities and Exchange Commission (the "Commission"); or
(c) there occurs any solicitation of proxies by or on behalf of any Person
other than the Directors of the Company and thereafter individuals who
were not Directors prior to the commencement of such solicitation are
elected as Directors pursuant to an arrangement or understanding with,
or upon the request of or nomination by, such Person and constitute at
least two of the Directors; or
(d) the Company executes an agreement of acquisition, merger or
consolidation which contemplates that:
(i) after the effective date provided for in the agreement, all or
substantially all of the business and/or assets of the Company
shall be owned, leased or otherwise controlled by another
corporation or other entity; and
(ii) individuals who are Directors of the Company when such
agreement is executed shall not constitute a majority of the
Directors or board of directors of the survivor or successor
entity immediately after the effective date provided for in
such agreement; provided, however, for purposes of this
paragraph (d), that if such agreement requires as a condition
precedent approval by the Company's shareholders of the
agreement or transaction, a Change-of-Control shall not be
deemed to have taken place unless and until such approval is
secured.
11. Compliance With Securities And Exchange Commission Requirements
No certificate for Shares distributed under the terms of the Plan shall
be executed and delivered to the Participant until the Company shall have taken
any action then required to comply with the provisions of the Securities Act of
1933, as amended, the Exchange Act or any other applicable laws and
requirements.
12. Amendment And Termination
The Committee and/or Board may, at any time or from time to time,
modify or amend the Plan in any respect, except that without shareholder
approval (subject to Section 13 hereof), the Committee and/or Board may not
increase the maximum number of shares of Restricted Stock which may be Awarded
under this Plan. Any modification, amendment or termination of the Plan shall
not, without the consent of a Participant, affect his/her rights under an Award
previously granted to a Participant.
13. Adjustments.
If the Company subdivides its outstanding Shares into a greater number
of Shares (by stock dividend, stock split, reclassification or otherwise) or
combines its outstanding Shares into a smaller number of Shares (by reverse
stock split, reclassification or otherwise), or if the Committee determines that
any stock dividend, extraordinary cash dividend, reclassification,
recapitalization, reorganization, merger, business combination, consolidation,
split-up, spin-off, combination, exchange of shares, warrants or rights offering
to purchase Shares, or other similar corporate event affects the Shares such
that an adjustment is required in order to preserve the benefits or potential
benefits intended to be made available under the Plan, then the Committee shall,
in its sole discretion and in such manner as the Committee may deem equitable
and appropriate, make such adjustments to any or all of (i) the number and class
of Shares which thereafter may be awarded under the Plan, and (ii) the number
and class of Shares subject to outstanding Awards, provided, however, that the
number of Shares subject to any Award shall always be a whole number. The
Committee may, if deemed appropriate, provide for a cash payment to any
Participant in connection with any adjustment made pursuant to this Section 13.