URSTADT BIDDLE PROPERTIES INC.
321 RAILROAD AVENUE
GREENWICH, CONNECTICUT 06830
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
March 13, 2002
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 13, 2002, at 11:00 a.m. for the following
purposes:
1.To elect two 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, 2002 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
/s/Thomas Myers
THOMAS D. MYERS
Secretary
January 31, 2002
URSTADT BIDDLE PROPERTIES INC.
321 RAILROAD AVENUE
GREENWICH, CONNECTICUT 06830
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
to be held on March 13, 2002
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 13, 2002 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, 2002, 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, 2002, there were 6,352,513 Common Shares
issued and outstanding and 10,367,423 Class A Common Shares issued and
outstanding.
Shares represented by proxies in the form enclosed, if such proxies are properly
executed and returned and not revoked, will be voted as specified, but where no
specification is made, the shares will be voted as follows: (i) FOR the election
of the two Directors; (ii) FOR the ratification of the appointment of Arthur
Andersen LLP as the Company's independent auditors for the ensuing fiscal year;
(iii) 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, 2001 has been mailed with or prior to this Proxy Statement. This Proxy
Statement and the enclosed proxy were mailed to stockholders on or about January
31, 2002. The principal executive offices of the Company are located at 321
Railroad Avenue, Greenwich, Connecticut 06830 (telephone: 203-863-8200; fax:
203-861-6755).
1
PROPOSAL 1
ELECTION OF DIRECTORS
Pursuant to Section 6.2 of the Articles of Incorporation, the Directors are
divided into three classes serving three-year terms. Two Directors are to be
elected at the Meeting. Messrs. Peter Herrick and George J. Vojta, comprising
Class II, have been nominated for election as Directors to hold office until the
year 2005 Annual Meeting and until their successors have been elected and shall
qualify.
CLASS II
(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
- ----- ------------------------- --- ---------- -------
Peter Herrick (A)(E) Retired Vice Chairman (1990-1992) and Director, The Bank 74 1990 2005
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. (August
1992-December 1999).
George J. Vojta (A) Retired Vice Chairman and Director, Bankers Trust Company 66 1999 2005
(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; Director,
Financial Services Forum; Member, Council on Foreign
Relations; Trustee, Continuum Health Partners.
CLASS III
(TERM OF OFFICE EXPIRES IN 2003)
PRINCIPAL OCCUPATION DIRECTOR
FOR THE PAST FIVE YEARS CONTINUOUS TERM TO
NAME AND CURRENT DIRECTORSHIPS AGE SINCE EXPIRE
- ----- ------------------------- --- ---------- -------
Robert R. Douglass (A)(C) Of Counsel, Milbank, Tweed, Hadley and McCloy; Chairman 70 1991 2003
and Director, Cedel International; Chairman and Director,
Clearstream International; 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); Former
Counsel and Secretary to Gov. Nelson A. Rockefeller;
Trustee, Dartmouth College (1983 to 1993); Chairman,
Downtown Lower Manhattan Association; Chairman of Alliance
for Downtown New York; Member, Council on Foreign
Relations.
George H.C. Lawrence (C) President and Chief Executive Officer, Lawrence Investing 64 1988 2003
Company, Inc. (since 1970); Trustee, Sarah Lawrence
College; Director, Westchester County Association; Senior
Vice President and Director, Kensico Cemetery; Director,
CLX Energy; Chairman, Board of Trustees, Indian River
Hospital District.
Charles J. Urstadt (E) Chairman of the Board of Directors and Chief Executive 73 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.
3
CLASS I
(TERM OF OFFICE EXPIRES IN 2004)
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 40 1997 2004
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.
E. Virgil Conway (C) Chairman, Rittenhouse Advisors, LLC; Chairman, 72 1989 2004
Metropolitan Transportation Authority (1995-2001);
Chairman, Financial Accounting Standards Advisory Council
(1992-1995); 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 (1974-2002);
Director, Centennial Insurance Company (1974-2002);
Director, AccuHealth, Inc.; Chairman, New York Housing
Partnership Development Corporation; Vice Chairman,
Academy of Political Science; Trustee, Pace University;
Trustee Emeritus, Colgate University.
Charles D. Urstadt (E) President and Director, Urstadt Property Company, Inc. 42 1997 2004
(since 1990); Executive Vice President, Brown Harris
Stevens, LLC; (1992-2001); 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).
(A) Member of Audit Committee
(C) Member of Compensation Committee
(E) Member of Executive Committee
During the fiscal year ended October 31, 2001, 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, except
George H.C. Lawrence who, by reason of the events of September 11, 2001, was
unable to reenter the country to attend a Directors' meeting on September 13,
2001.
4
The Audit Committee held two meetings during the fiscal year ended October 31,
2001. 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 quarterly financial statements
and internal accounting procedures and controls, and reviews with the Company's
independent public accountants the scope and results of the auditing engagement.
Messrs. Robert R. Douglass, Peter Herrick and George J. Vojta are the current
members of the Audit 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 one meeting during the fiscal year ended
October 31, 2001. Messrs. E. Virgil Conway, Robert R. Douglass and George H.C.
Lawrence are the current members of the Compensation Committee.
The Executive Committee held two meetings during the fiscal year ended October
31, 2001. 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
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, 2000 through October
31, 2001, its Directors, officers and greater than 10% beneficial owners
complied with all Section 16(a) filing requirements.
At the Annual Meeting, the stockholders of the Company will be requested to
elect two Directors, comprising Class II. The affirmative vote of the holders of
not less than a majority of the total combined voting power of all classes of
stock entitled to vote and present, in person or by properly executed proxy, at
the Annual Meeting, subject to quorum requirements, will be required to elect a
Director.
5
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 and other
professional services to the Company during the fiscal year ended October 31,
2001. The Directors have, subject to ratification by the stockholders of the
Company, appointed Arthur Andersen LLP to audit the financial statements of the
Company for the ensuing fiscal year and recommend to the stockholders that such
appointment be ratified. Representatives of Arthur Andersen LLP will be present
at the Annual Meeting with the opportunity to make a statement if they so
desire. Such representatives will also be available to respond to appropriate
questions.
The affirmative vote of the holders of not less than a majority of the total
combined voting power of all classes of stock entitled to vote and present, in
person or by properly executed proxy, at the Annual Meeting, 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 2000, the Company approved the current Restricted Stock Award Plan (the
"Plan") which amended and restated the Company's original Restricted Stock Award
Plan of 1997 (the "Original Plan"). The principal purpose of the Plan is to
promote the long-term growth of the Company by attracting, retaining and
motivating directors and 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, directors and management personnel of the Company, selected by the
Compensation Committee, may be issued restricted stock awards.
As of January 4, 2002, awards representing 350,000 shares of Common Stock and
186,300 shares of Class A Common Stock had been issued under the Plan and there
remained no shares of Common Stock and 163,700 shares of Class A Common Stock
available for future awards.
In order to be able to continue to attract, retain and motivate qualified
individuals as directors and officers of the Company, the Board of Directors has
approved, subject to stockholder approval, an Amended and Restated Restricted
Stock Award Plan (the "Amended Plan") that would, among other things, increase
the maximum number of shares of restricted stock available for issuance
thereunder from 700,000 common shares (350,000 shares each of Common Stock and
Class A Common Stock) to 1,050,000 common shares (350,000 shares each of Common
Stock and Class A Common Stock and 350,000 shares which, at the discretion of
the Compensation Committee administering the Amended Plan, may be awarded in any
combination of Common Stock or Class A Common Stock).
Set forth below is a summary of the principal provisions of the Amended 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.
6
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 to 1,050,000 common shares (350,000 shares
each of Common Stock and Class A Common Stock and 350,000 shares which, at the
discretion of the Compensation Committee, may be awarded in any combination of
Common Stock or 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 status as an employee or non-employee
Director of the Company is terminated by reason of death or disability, the
restrictions shall lapse on such date. If such status as an employee or
non-employee Director is 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
7
Security Ownership of Certain Beneficial Owners and Management
The following tables set forth certain information as of January 4, 2002
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
NAME AND ADDRESS OF COMMON SHARES PERCENT COMMON SHARES PERCENT
BENEFICIAL OWNER BENEFICIALLY OWNED OF CLASS BENEFICIALLY OWNED OF CLASS
- ------------------- ------------------ -------- ------------------ --------
Charles J. Urstadt 2,290,308(1) 34.5% 349,850(2) 3.3%
Urstadt Biddle Properties Inc.
321 Railroad Ave.
Greenwich, CT 06830
Willing L. Biddle 815,956(3) 12.3% 329,175(4) 3.1%
Urstadt Biddle Properties Inc.
321 Railroad Ave.
Greenwich, CT 06830
Grace & White, Inc. 443,400(5) 6.7% 578,400(5) 5.4%
515 Madison Ave., Suite 1700
New York, NY 10022
(1)Of these shares, 362,500 are owned by Urstadt Property Company, Inc., a
company of which Mr. Urstadt is the chairman, a director and a principal
stockholder, 1,643,950 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, 6,058 shares are held by The Trust Established Under the Urstadt
Biddle Properties Inc. Excess Benefits and Deferred Compensation Plan (the
"Compensation Plan Trust") and 35,000 shares are owned by the Urstadt
Conservation Foundation (the "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 Conservation Foundation. See
"Compensation and Transactions with Management and Others" below.
(2)Of these shares, 156,050 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 65,000 shares are owned by the Conservation
Foundation. Mr. Urstadt disclaims beneficial ownership of any shares held by the
Conservation Foundation. See "Compensation and Transactions with Management and
Others" below.
(3)Of these shares, 4,475 shares are owned beneficially and of record by
Catherine U. Biddle, Mr. Biddle's wife, and 2,181 shares are held by the
Compensation Plan Trust. The figure includes 193,000 shares issuable upon
exercise of options which are currently exercisable or which will become
exercisable within 60 days and assumes, in connection with the determination of
the number of shares issuable upon exercise of such options, that Mr. Biddle
will elect to receive all Common Shares. If Mr. Biddle elects to receive some or
all Class A Common Shares 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. Mr. Biddle is the son-in-law of Mr. Urstadt. See "Compensation
and Transactions with Management and Others" below for information with respect
to Mr. Biddle's right to acquire Common Shares or Class A Common Shares or a
combination of both upon the exercise of options.
(4)Of these shares, 4,475 shares are owned beneficially and of record by
Catherine U. Biddle, Mr. Biddle's wife. The figure includes 193,000 shares
issuable upon exercise of options which are currently exercisable or which will
become exercisable within 60 days and assumes, in connection with the
determination of the number of shares issuable upon exercise of such options,
that Mr. Biddle will elect to receive all Class A Common Shares. If Mr. Biddle
elects to receive some or all Common Shares 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. See "Compensation and
Transactions with Management and Others" below for information with respect to
Mr. Biddle's right to acquire Common Shares or Class A Common Shares or a
combination of both upon the exercise of options.
(5) Based upon information furnished to the Company by Grace & White, Inc.
8
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 2,290,308(3) 34.5% 349,850(4) 3.3%
Willing L. Biddle 815,956(5) 12.3% 329,175(6) 3.1%
E. Virgil Conway 21,387(7) * 73,596(8)(9) *
Robert R. Douglass 19,987(7) * 30,196 (8) *
Peter Herrick 37,887(7) * 54,049(8) *
George H.C. Lawrence 32,423(10) * 35,284(11) *
Charles D. Urstadt 16,316(12) * 3,153(13) *
George J. Vojta 8,275 * 3,275 *
James R. Moore 63,416(14) * 87,066 (15) *
Raymond P. Argila 42,666(16) * 47,666(17) *
Directors & Executive Officers as a 3,348,621(18) 50.4% 1,013,310(19) 9.5%
group (10) persons
<FN>
*Less than 1%
</FN>
(1) The figures presented in this column (except for those relating to Charles
J. Urstadt, 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 "Compensation and Transactions with
Management and Others" below 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 on which the Company paid a stock dividend
in the form of one share of Class A Common Stock for each outstanding share of
Common Stock (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 Charles
J. Urstadt, 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 "Compensation and Transactions
with Management and Others" below 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) See note (1) under the preceding table titled "5% Beneficial Owners".
(4)See note (2) under the preceding table titled "5% Beneficial Owners".
(5)See note (3) under the preceding table titled "5% Beneficial Owners".
(6)See note (4) under the preceding table titled "5% Beneficial Owners".
(7)This figure includes 14,762 Common Shares issuable upon exercise of options
which are currently exercisable or which will become exercisable within 60 days.
See "Compensation and Transactions with Management and Others" below.
(8)This figure includes 14,671 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.
(9)This figure includes 10,000 Class A Common 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.
(10)This figure includes 6,898 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 6,859 Class A Common Shares issuable upon exercise of
options which are currently exercisable or which will become exercisable within
60 days. See "Compensation and Transactions with Management and Others" below.
(12)This figure includes 2,966 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 2,953 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.
9
(14)This figure includes 24,500 Common Shares issuable upon exercise of options
which are currently exercisable or which will become exercisable within 60 days.
(15)This figure includes 11,650 Class A Common shares held of record by the
Compensation Plan Trust.
(16)This figure includes 20,000 Common Shares issuable upon exercise of options
which are currently exercisable or which will become exercisable within 60 days.
(17)This figure includes 20,000 Class A Common Shares issuable upon exercise of
options which are currently exercisable or which will become exercisable within
60 days.
(18)This figure includes 291,650 Common Shares issuable upon exercise of options
which are currently exercisable or which will become exercisable within 60 days.
(19)This figure includes 266,825 Class A Common Shares issuable upon exercise of
options which are currently exercisable or which will become 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, 2001 to those persons who were, at October 31, 2001 (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
ANNUAL COMPENSATION LONG TERM COMPENSATION
-------------------------------------------- -----------------------
RESTRICTED # OPTIONS ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS TOTAL STOCK(1) SARS COMPENSATION (2)
--------------------------- ---- ------ ----- ----- ------- ---- ------------
Charles J. Urstadt, 2001 $274,167 $30,000 $304,167 $214,695 0 $15,208
Chief Executive Officer 2000 $272,365 $30,000 $302,365 $217,515 0 $15,118
1999 $264,000 $35,000 $299,000 $245,625 0 $15,128
Willing L. Biddle, 2001 $218,333 $27,500 $245,833 $286,260 $12,292
President and Chief 2000 $209,167 $30,000 $239,167 $290,020 593,000 $11,958
Operating Officer 1999 $204,167 $25,000 $229,167 $327,500 0 $11,458
James R. Moore, 2001 $187,500 $18,000 $205,500 $78,722 0 $10,275
Executive Vice President 2000 $179,732 $20,000 $199,732 $79,756 0 $9,987
and Chief Financial Officer 1999 $174,622 $17,000 $191,622 $90,063 0 $9,581
Raymond P. Argila, 2001 $149,389 $5,000 $154,389 $28,626 0 $7,720
Senior Vice President 2000 $145,740 $5,000 $150,740 $29,002 0 $7,537
1999 $144,407 $5,000 $149,407 $32,750 0 $7,470
(1) Amounts shown represent the dollar value on the date of grant. The aggregate
number of shares of restricted stock held on October 31, 2001 and the value
thereof as of such date were as follows: Urstadt, 80,000 each of Class A Common
and Common Shares ($1,448,000); Biddle, 95,000 each of Class A Common and Common
Shares ($1,719,500); Moore, 27,250 each of Class A Common and Common Shares
($493,225); and Argila, 11,000 each of Class A Common and Common Shares
($199,100). Restricted Stock vests at the end of five years. Dividends on shares
of restricted stock are paid as declared.
(2) 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.
Director Compensation
For the year ended October 31, 2001, other than Messrs. C.J. Urstadt and Biddle,
each Director received an annual retainer of $16,000 and compensation of $1,200
for each Director meeting and each committee meeting attended. Effective
December 1, 2001, other than Messrs. C.J. Urstadt and Biddle, each Director is
entitled to an annual retainer of $18,000 and compensation of $1,400 for each
Director meeting and each committee meeting attended.
10
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 $200,000.
Under the Plan, a participant is credited with an amount equal to the
contributions which would have been credited to the participant if the $200,000
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, 2001,
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 $280,000, $240,000, $200,000 and
$152,000, respectively. Each of such agreements has an indefinite term.
Stock Options
The Company maintains a Stock Option Plan pursuant to which 824,093 shares of
the Company's authorized but unissued Common Shares and 743,003 shares of the
Company's Class A Common Shares have been reserved for issuance upon the
exercise of options 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 is administered by
the Compensation Committee.
There were no grants of stock options made under the Stock Option Plan in the
fiscal year ended October 31, 2001.
The Compensation Committee has authorized loans to finance the exercise of stock
options granted to executive officers. The loans have a ten-year term, subject
to extension at the discretion of the Compensation Committee, bear interest at a
fixed rate based upon the rate of interest applicable to United States Ten Year
Treasury Notes plus two percent 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. One loan is outstanding to Willing L. Biddle in the
principal amount of $3,002,094, two loans are outstanding to James R. Moore in
the principal amounts of $178,893 and $133,534, respectively, and one loan is
outstanding to Raymond P. Argila in the principal amount of $133,534.
11
In connection with the Stock Dividend of August 14, 1998, each of the 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.
Since 1993, options to acquire 631,000 common shares have been granted to Mr.
Biddle, of which options representing 193,000 common shares remain unexercised.
Each of the remaining options is an option, at the election of the participant,
to acquire the stated number of shares in Common Stock, Class A Common Stock or
such combination of Common Stock and Class A Common Stock as shall total the
number of shares subject to such option.
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
Class A Common Value of Unexercised
Shares and Common Share In-the-Money
Acquired On Value Options/SARs at FY-End Options/SARs at FY-End ($)
Names Exercise (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
----- ------------ ----------- ----------- ------------- ----------- -------------
Charles J. Urstadt -- -- -- -- -- --
Common
Class A -- -- -- -- -- --
Willing L. Biddle 419,000 $69,901 100,000(1) 93,000(1) $193,750(1) $180,188(1)
Common
Class A 19,000 -- 100,000(2) 93,000(2) $222,500(2) $206,925(2)
James R. Moore -- -- 24,500 -- $36,702 --
Common
Class A -- -- 24,500 -- $50,185 --
Raymond P. Argila -- -- 20,000 -- $30,589 --
Common
Class A -- -- 20,000 -- $41,599 --
(1) These figures assume that, with respect to the options granted to Mr.
Biddle, he will elect to acquire all Common Shares. If Mr. Biddle elects to
acquire some or all Class A Common Shares with respect to any of such options,
the number of unexercised Common Share Options and the value of unexercised
In-the-Money Common Share Options would be less.
(2) These figures assume that, with respect to the options granted to Mr.
Biddle, he will elect to acquire all Class A Common Shares. If Mr. Biddle elects
to acquire some or all Common Shares with respect to any of such options, the
number of unexercised Class A Common Share Options and the value of unexercised
In-the-Money Class A Common Share Options would be less.
12
Restricted Stock Plan
Under the Company's Restricted Stock Award Plan (the "Plan"), 350,000 shares
each 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 among management personnel who are considered to have
significant responsibility for the growth and profitability of the Company and
non-employee Directors. 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 or directorship 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 a participant ceases to be employed or ceases to be a director prior to the
lapse of the restricted period by reason of death or disability, the
restrictions shall lapse on such date. If a participant ceases to be employed or
ceases to be a director by reason of Retirement (as defined in the Plan), all
awards of Restricted Stock continue to vest as if Retirement had not occurred
until such time as the restrictions lapse.
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 under "Proposal 3 -- Amendment of the Restricted Stock Award Plan",
the Board of Directors has approved, subject to approval of the stockholders of
the Company, the Amended Plan which amended and restated the Plan.
13
Report of Compensation Committee on Executive Compensation
Overview
The Compensation Committee (the "Committee") is composed of three independent,
non-employee Directors, none of whom have interlocking relationships as defined
by the SEC. The Committee is responsible for making recommendations to the Board
concerning compensation and for administering the Company's Stock Option Plan
and Restricted Stock Plan. The Committee believes that compensation should be
structured to attract and retain high quality executives and 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.
Executive Compensation
In evaluating the potential long-term profitability of the Company in order to
make its fiscal 2001 compensation recommendations, the Committee considered a
variety of factors and criteria including stock price, projected and actual cash
flow, leasing activities, new acquisitions and other factors. The Restricted
Stock Plan and the Stock Option Plan provide the Company's key executives with a
direct incentive to improve the Company's profitability and consequently,
stockholder value. The Restricted Stock 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.
CEO Compensation
The Committee believes that the leadership by the Chief Executive Officer and
his continued commitment to the Company's principal objectives, including new
acquisitions, the sale of non-core assets, capital financing, leasing and cost
containment, in the face of a weak economy and changing retail environment have
positioned the Company for potential long-term profitability and warrant special
recognition. The Committee considered the Chief Executive Officer's successful
execution of strategic transactions, noting the public offering of approximately
5,500,000 new Class A Common Shares. The Committee recommended to the Board of
Directors and the Board of Directors approved an increase in Mr. Urstadt's
annual salary to $280,000 and awarded him a cash bonus of $30,000. The Committee
also awarded Mr. Urstadt 55,000 Common Shares and 5,000 Class A Common Shares
under the Restricted Stock Plan.
Other Compensation
The Committee also believes that the leadership of Mr. Biddle during fiscal 2001
in all areas of operations including particularly increased leasing and cost
containment merits special recognition. The Committee noted Mr. Biddle's role in
the complete revitalization of the Company's second largest shopping center and
awarded Mr. Biddle 55,000 Common Shares and 5,000 Class A Common Shares under
the Restricted Stock Plan. The Committee believes that the amount of restricted
stock awarded to Messrs. Urstadt and Biddle was appropriate in light of the
extraordinary results achieved by the Company under their leadership and that
such awards were an 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.
Compensation Committee:
E. Virgil Conway, Chairman
Robert R. Douglass
George H.C. Lawrence
14
Report of Audit Committee
To the Board of Directors of Urstadt Biddle Properties Inc.
The Audit Committee of the Company's Board of Directors consists entirely of
non-employee directors that are independent, as defined in Sections
303.01(B)(2)(a) and (3) of the New York Stock Exchange Listing Standards. The
Company's Board of Directors has adopted a written charter for the Audit
Committee.
We have reviewed and discussed with management the Company's audited financial
statements as of and for the year ended October 31, 2001.
We have discussed with the independent auditors the matters required to be
discussed by Statement on Auditing Standards No. 61, Communication with Audit
Committees, as amended, by the Auditing Standards Board of the American
Institute of Certified Public Accountants.
We have received and reviewed the written disclosures and the letter from the
independent auditors required by Independence Standard No. 1, Independence
Discussions with Audit Committees, as amended, by the Independence Standards
Board, and have discussed with the auditors the auditor's independence.
During the year ended October 31, 2001, the Company paid the independent
auditors, Arthur Andersen, LLP, $159,300 for audit services and $147,300 for
non-audit services. Non-audit services included, but were not necessarily
limited to, tax planning, real estate tax related issues and assistance with the
registration statement that accompanied the public offering of Class A Common
Shares.
Based on the reviews and discussions referred to above, we recommend to the
Board of Directors that the financial statements referred to above be included
in the Company's Annual Report on Form 10-K for the year ended October 31, 2001.
Audit Committee:
Peter Herrick, Chairman
Robert R. Douglass
George J. Vojta
15
OTHER INFORMATION
Common Shares Performance Graph
The following graph compares, for the five-year period ended October 31, 2001,
the Company's cumulative total return to holders of the Company's Common Shares
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. COMMON SHARES, THE S&P 500 INDEX
AND THE NAREIT ALL-REIT INDEX
10/96 10/97 10/98 10/99 10/00 10/01
UBP 100.00 128.36 123.00 119.96 129.29 175.25
S&P 500 100.00 132.11 161.16 202.54 214.87 161.36
NAREIT ALL-REIT 100.00 131.78 112.33 102.89 120.71 139.51
*$100 INVESTED ON 10/31/96 IN STOCK OR INDEX -- INCLUDING REINVESTMENT OF
DIVIDENDS, FISCAL YEAR ENDING OCTOBER 31.
The stock price performance shown on the graph is not necessarily indicative of
future price performance.
On October 31 of each of 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. All share prices and dividends have been
adjusted to reflect the Stock Dividend for all periods represented. Since August
17, 1998, both the Common Shares and the Class A Common Shares have been
publicly traded on the New York Stock Exchange.
16
Class A Common Shares Performance Graph
The following graph compares, for the period beginning August 17, 1998
(inception) and ended October 31, 2001, the Company's cumulative total return to
holders of the Company's Class A Common Shares 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 CUMULATIVE TOTAL RETURN*
FOR THE PERIOD AUGUST 17, 1998 TO OCTOBER 31, 2001
AMONG URSTADT BIDDLE PROPERTIES INC. CLASS A COMMON SHARES, THE S&P
500 INDEX AND THE NAREIT ALL-REIT INDEX
8/17/98 10/98 10/99 10/00 10/01
UBP.A 100.00 96.22 99.06 104.34 150.43
S&P 500 100.00 98.43 123.69 131.23 98.55
NAREIT ALL-REIT 100.00 92.75 84.95 99.67 115.18
*$100 INVESTED ON 8/17/98 IN STOCK OR INDEX -- INCLUDING REINVESTMENT OF
DIVIDENDS, FISCAL YEAR ENDING OCTOBER 31.
The stock price performance shown on the graph is not necessarily indicative of
future price performance.
17
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 approval of the Amended and Restated 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 233 Broadway, New York, New York 10279 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, 2001 (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.
Any stockholder who intends to present a stockholder proposal for consideration
at the Company's 2003 Annual Meeting of Stockholders by utilizing Rule 14a-8
under the Exchange Act, must comply with the requirements as to form and
substance established by the SEC for such proposals to be included in the
Company's proxy statement for such Annual Meeting and such proposals must be
received by the Company by October 1, 2002.
Any stockholder who intends to present a stockholder proposal for consideration
at the Company's 2003 Annual Meeting of Stockholders without complying with Rule
14a-8 or who intends to make a nomination for election to the Company's Board of
Directors at the 2003 Annual Meeting of Stockholders, must comply with certain
advance notification requirements set forth in the Company's bylaws. The
Company's bylaws provide, in part, that any proposal for stockholder action, or
nomination to the Board of Directors, proposed other than by the Board of
Directors must be received by the Company in writing, together with specified
accompanying information, at least 75 days prior to an annual meeting in order
for such action to be considered at the meeting. The year 2003 Annual Meeting of
Stockholders is currently anticipated to be held on March 12, 2003, and any
notice of intent to consider other matters and/or nominees, and related
information, must therefore be received by the Company by December 27, 2002. The
purpose of the bylaw is to assure adequate notice of, and information regarding,
any such matter as to which shareholder action may be sought.
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
EXHIBIT A
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. Amended and Restated Restricted
Stock Award Plan dated December 9, 1999 (the "First Amended Plan") which amended
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 at any time after attaining the age of
sixty-five (65) years 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.
A-1
3.Effective Date Of The Plan
The effective date of the Original Plan was March 12, 1997, and the effective
date of the First Amended Plan was December 9, 1999; provided, however, that the
provisions of Section 5 of the First Amended Plan which increased 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 became
effective on March 15, 2000.
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 1,050,000, of which 350,000 shares shall be Common
Stock, 350,000 shares shall be Class A Common Stock and 350,000 shares, at the
discretion of the Committee, shall be any combination of Common Stock or Class A
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.
A-2
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.Termination Of Employment During Restricted Period
In the event that during the term of the Restricted Period a Participant's
status as an employee or non-employee Director of the Company terminates:
[ ]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,
[ ]by reason of death or Disability, the Restrictions on any and all Awards
shall lapse on the date of such termination; or,
[ ]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
other than the Company that is engaged in the ownership and/or management or
brokerage of shopping centers in The New York -Northern New Jersey -Long Island,
NY-NJ-CT-PA, Metropolitan Statistical Area as defined by the Bureau of Labor
Statistics, 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:
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(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.
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