URSTADT BIDDLE PROPERTIES INC.
321 RAILROAD AVENUE
GREENWICH, CONNECTICUT 06830
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
March 12, 2003
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 12, 2003, at 11:00 a.m. for the following
purposes:
1. To elect three Directors to serve for three years;
2. To ratify the appointment of Ernst & Young LLP as the
independent auditors of the Company for one year; and
3. 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 27, 2003 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 D. Myers
THOMAS D. MYERS
Secretary
January 31, 2003
URSTADT BIDDLE PROPERTIES INC.
321 RAILROAD AVENUE
GREENWICH, CONNECTICUT 06830
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
to be held on March 12, 2003
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 12, 2003 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 27, 2003, 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 27, 2003, there
were 6,741,308 Common Shares issued and outstanding and 18,510,617 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 three Directors; (ii) FOR the ratification of the appointment of
Ernst & Young LLP as the Company's independent auditors for the ensuing fiscal
year; 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, 2002 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, 2003. 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. Three Directors are to be
elected at the Meeting. 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 2006 Annual Meeting and until their
successors have been elected and shall qualify.
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 Since Expire
- ---- ------------------------- ---------- -------
Robert R. Douglass (A)(C) Of Counsel, Milbank, Tweed, Hadley and McCloy; Chairman 71 1991 2006
and Director, Clearstream International; Chairman and
Director, Cedel International (1994-2002); 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; Member,
Council on Foreign Relations.
George H.C. Lawrence (C) President and Chief Executive Officer, Lawrence 65 1988 2006
Investing Company, Inc. (since 1970); Honorary Trustee,
Sarah Lawrence College; Director, Westchester County
Association; Senior Vice President and Director,
Kensico Cemetery; Chairman, Board of Trustees, Indian
River Hospital District.
Charles J. Urstadt (E) Chairman of the Board of Directors and Chief Executive 74 1975 2006
Officer of the Company (since 1989); Chairman and
Director, Urstadt Property Company, Inc. (a real estate
investment corporation); Vice Chairman, Battery Park
City Authority; Trustee, Historic Hudson Valley;
Retired Director, Putnam Trust Company; Trustee
Emeritus, Pace University; Retired Trustee, Teachers
Insurance and Annuity Association.
2
CLASS I
(TERM OF OFFICE EXPIRES IN 2004)
Principal Occupation Director
For the Past Five Years Continuous Term to
Name And Current Directorships Since Expire
- ---- ------------------------- ---------- -------
Willing L. Biddle (E) President and Chief Operating Officer of the Company 41 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.
Advisory Director, Putnam Trust Company
E. Virgil Conway (C) Chairman, Rittenhouse Advisors, LLC; Chairman, 73 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. 43 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); Director, Friends
of Channel 13; Board Member, New York State Board for
Historic Preservation (1996-2002); President and Director,
East Side Association (1994-1997); Director, New York
Building Congress (1988-1992).
3
CLASS II
(TERM OF OFFICE EXPIRES IN 2005)
Principal Occupation Director
For the Past Five Years Continuous Term to
Name And Current Directorships Since Expire
- ---- ------------------------- ---------- -------
Peter Herrick (A)(E) Retired Vice Chairman (1990-1992) and Director, The 75 1990 2005
Bank of New York; President and Chief Operating
Officer, The Bank of New York (1982-1990); President
and Director, The Bank of New York Company, Inc.
(1984-1992); Member, New York State Banking Board
(1990-1993); Director, Mastercard International
(1985-1992); Director, BNY Hamilton Funds, Inc. (1992-
1999).
George J. Vojta (A) Retired Vice Chairman and Director, Bankers Trust 67 1999 2005
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; Director,
Financial Services Forum; Member, Council on Foreign
Relations; Trustee, Continuum Health Partners;
Chairman, Caux Roundtable.
- ----------------------------------
(A) Member of Audit Committee
(C) Member of Compensation Committee
(E) Member of Executive Committee
During the fiscal year ended October 31, 2002, the Directors held six
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 three meetings during the fiscal year ended
October 31, 2002. In addition, on two occasions the Audit Committee authorized
Peter Herrick, Chairman, to act on behalf of the Committee in reviewing with
management and the Company's independent public accountants, quarterly financial
statements of the Company. Mr. Herrick conducted such reviews. 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 Plan, held one meeting during the fiscal year
ended October 31, 2002. Messrs. E. Virgil Conway, Robert R. Douglass and
George H.C. Lawrence are the current members of the Compensation Committee.
The Executive Committee held three meetings during the fiscal year
ended October 31, 2002. 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.
4
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, 2001 through October
31, 2002, 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 three Directors, 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
On May 21, 2002, Ernst & Young LLP was appointed as successor independent
auditors of the Company. Ernst & Young LLP provided auditing and other
professional services to the Company for the fiscal year ended October 31, 2002.
The Directors have, subject to ratification by the stockholders of the Company,
appointed Ernst & Young 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 Ernst & Young 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.
During the years ended October 31, 2001 and October 31, 2000 and through May 13,
2002, Arthur Andersen LLP acted as independent auditors of the Company. During
such period, the Company did not consult with Ernst & Young LLP on any
accounting or auditing issues. The following sets forth the information required
by Item 304(a)(1) of Regulation S-K concerning the change of independent
auditors of the Company: (i) on May 13, 2002, Arthur Andersen LLP was dismissed
as the Company's independent auditors; (ii) the reports of Arthur Andersen LLP
on the Company's financial statements for the years ended October 31, 2001 and
October 31, 2000 did not contain an adverse opinion or a disclaimer of opinion,
and were not qualified or modified as to uncertainty, audit scope or accounting
principles; (iii) the decision to change accountants was recommended by the
Company's Audit Committee and approved by the Company's Board of Directors; (iv)
during the years ended October 31, 2001 and October 31, 2000 and through May 13,
2002, there were no disagreements with Arthur Andersen LLP on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which disagreements, if not resolved to the satisfaction of
Arthur Andersen LLP, would have caused it to make reference thereto in its
reports on the financial statements for such periods; and (v) during the years
ended October 31, 2001 and October 31, 2000 and through May 13, 2002, there
occurred none of the "reportable events" listed in Item 304(a)(1)(v) of
Regulation S-K. Arthur Andersen LLP furnished a letter addressed to the SEC
stating that it was in agreement with the statements contained in subparagraphs
(i), (ii), (iv) and (v) above.
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 Ernst & Young LLP as
independent auditors of the Company.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR
RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP
AS INDEPENDENT AUDITORS OF THE COMPANY.
5
Security Ownership of Certain Beneficial Owners and Management
The following tables set forth certain information as of January 2, 2003
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
Common Shares Class A Common
Name and Address of Beneficially Percent of Shares Beneficially Percent of
Beneficial Owner Owned Class Owned Class
- -------------------- ------------- ---------- ------------------ ----------
Charles J. Urstadt 2,355,730 (1) 34.5% 354,850 (2) 1.9%
Urstadt Biddle Properties Inc.
321 Railroad Ave.
Greenwich, CT 06830
Willing L. Biddle 909,858 (3) 13.3% 142,425 (4) 0.8%
Urstadt Biddle Properties Inc.
321 Railroad Ave.
Greenwich, CT 06830
Grace & White, Inc. 432,750 (5) 6.3% 579,800 (5) 3.1%
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, 6,480 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, 38,800 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 2,333 shares are held by the
Compensation Plan Trust.
(4) Of these shares, 4,475 shares are owned beneficially and of record by
Catherine U. Biddle.
(5) Based upon information filed on Form 13F with the SEC by Grace & White, Inc.
for the period ended December 31, 2002.
6
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 2,355,730 (3) 34.5% 354,850 (4) 1.9%
Willing L. Biddle 909,858 (5) 13.3% 142,425 (6) *
E. Virgil Conway 19,421 (7) * 74,096 (8)(9) *
Robert R. Douglass 15,089 (10) * 29,743 (11) *
Peter Herrick 35,921 (7) * 54,549 (8) *
George H.C. Lawrence 32,423 (12) * 35,784 (13) *
Charles D. Urstadt 16,816 (14) * 3,153 (15) *
George J. Vojta 8,525 * 3,525 *
James R. Moore 63,416 (16) * 102,973 (17) *
Raymond P. Argila 42,666 (18) * 51,666 (19) *
Directors & Executive Officers
as a group (10 persons) 3,499,865 (20) 51.3% 852,764 (21) 4.6%
- --------
*Less than 1%
(1) On August 14, 1998, 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"). In connection with the Stock Dividend, 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.
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. 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. 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".
7
(5) Of these shares, 4,475 shares are owned beneficially and of record by
Catherine U. Biddle, Mr. Biddle's wife, and 2,333 shares are held by the
Compensation Plan Trust.
(6) Of these shares, 4,475 shares are owned beneficially and of record by
Catherine U. Biddle.
(7) This figure includes 12,796 Common Shares issuable upon exercise of options
which are currently exercisable or which will become exercisable within 60 days.
See footnote (1) above.
(8) This figure includes 12,718 Class A Common Shares issuable upon exercise of
options which are currently exercisable or which will become exercisable within
60 days. See footnote (1) above.
(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 8,864 Common Shares issuable upon exercise of options
which are currently exercisable or which will become exercisable within 60 days.
See footnote (1) above.
(11) This figure includes 8,812 Class A Common Shares issuable upon exercise of
options which are currently exercisable or which will become exercisable within
60 days. See footnote (1) above.
(12) 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 footnote (1) above.
(13) 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 footnote (1) above.
(14) 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 footnote (1) above.
(15) 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 footnote (1) above.
(16) This figure includes 24,500 Common Shares issuable upon exercise of options
which are currently exercisable or which will become exercisable within 60 days.
(17) This figure includes 12,557 Class A Common shares held of record by the
Compensation Plan Trust.
(18) This figure includes 20,000 Common Shares issuable upon exercise of options
which are currently exercisable or which will become exercisable within 60 days.
(19) 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.
(20) This figure includes 88,820 Common Shares issuable upon exercise of options
which are currently exercisable or which will become exercisable within 60 days.
(21) This figure includes 64,060 Class A Common Shares issuable upon exercise of
options which are currently exercisable or which will become exercisable within
60 days.
8
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, 2002 to those persons who were, at October 31, 2002 (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
LONG TERM COMPENSATION
ANNUAL COMPENSATION AWARDS PAYOUTS
------------------- ------ -------
Name and Principal Restricted #Options LTIP All Other
Position Year Salary Bonus Total Stock (1) SARs Payouts $ Compensation(2)
- ------------------ ---- ------ ----- ----- ---------- -------- --------- --------------
Charles J. Urstadt 2002 $279,167 $30,000 $309,167 $619,500 0 0 $15,458
Chief Executive Officer 2001 $274,167 $30,000 $304,167 $214,695 0 0 $15,208
2000 $272,365 $30,000 $302,365 $217,515 0 0 $15,118
Willing L. Biddle 2002 $236,667 $30,000 $266,667 $619,500 0 0 $13,333
President and Chief 2001 $218,333 $27,500 $245,833 $286,260 0 0 $12,292
Operating Officer 2000 $209,167 $30,000 $239,167 $290,020 593,000 0 $11,958
James R. Moore 2002 $198,167 $20,000 $218,167 $120,600 0 0 $10,908
Executive Vice President 2001 $187,500 $18,000 $205,500 $78,722 0 0 $10,275
And Chief Financial 2000 $179,732 $20,000 $199,732 $79,756 0 0 $9,987
Officer
Raymond P. Argila 2002 $151,740 $10,000 $161,740 $40,200 0 $52,750 (3) $8,087
Senior Vice President 2001 $149,389 $5,000 $154,389 $28,626 0 0 $7,720
2000 $145,740 $5,000 $150,740 $29,002 0 0 $7,537
- ----------------
(1) Amounts shown represent the dollar value on the date of grant. The aggregate
number of shares of restricted stock held on October 31, 2002 and the value
thereof as of such date were as follows: Urstadt, 85,000 Class A Common Shares
and 135,000 Common Shares ($2,462,150); Biddle, 100,000 Class A Common Shares
and 150,000 Common Shares ($2,796,500); Moore, 39,250 Class A Common Shares and
27,250 Common Shares ($738,683); and Argila, 12,500 Class A Common Shares and
8,500 Common Shares ($233,225). Restricted Stock vests between five and ten
years after the date of grant, as determined by the Compensation Committee at
the time of each grant. 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.
(3) Reflects vesting of restricted shares under the Company's Restricted Stock
Plan.
Director Compensation
For the year ended October 31, 2002, other than Messrs. C.J. Urstadt and Biddle,
each Director received an annual retainer of $18,000 and compensation of $1,400
for each Director meeting and each committee meeting attended. Effective January
1, 2003, other than Messrs. C.J. Urstadt and Biddle, each Director is entitled
to an annual retainer of $18,000 and compensation of $1,500 for each Director
meeting and each committee meeting attended. The chairmen of the Audit and
Compensation Committees each are entitled to an additional annual retainer of
$3,000.
9
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, 2002,
the Company paid interest on deferred compensation accounts at a rate based upon
the rate of interest applicable to United States Ten Year Treasury Notes plus
two percent. 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 $285,000, $250,000, $210,000 and
$159,000, 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, 2002.
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 $1,300,000, 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 $133,534.
10
The following table sets forth, for the executive officers named in the
Summary Compensation Table, information concerning the fiscal year-end value of
unexercised options and SARs.
Aggregated Options/SAR Exercises in Last Fiscal Year and FY-End
Option/SAR Values
# of Unexercised Value of Unexercised
Class A Common In-the-Money
And Common Share Options/SARs at
Shares Options/SARs at FY-End FY-End ($)
Acquired On Value
Names Exercise (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
- ----- ------------ ----------- ----------- ------------- ----------- -------------
Charles J. Urstadt
Common -- -- -- -- -- --
Class A -- -- -- -- -- --
Willing L. Biddle
Common 193,000 $605,537 -- -- -- --
Class A -- -- -- -- -- --
James R. Moore
Common -- -- 24,500 -- $100,402 --
Class A 24,500 $ 66,107 -- -- -- --
Raymond P. Argila
Common -- -- 20,000 -- $82,589 --
Class A -- -- 20,000 -- $73,399 --
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 and 350,000 shares, which at the discretion of the Compensation Committee
may be awarded in any combination of Common Shares and Class A Common Shares,
have been reserved for issuance in connection with restricted stock awards that
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
restrictions on 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.
11
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 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 8,000,000 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 $285,000 and awarded him a cash bonus
of $30,000. The Committee also awarded Mr. Urstadt 65,000 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 2002 in all areas of operations including particularly new acquisitions
and increased leasing merits special recognition. The Committee noted Mr.
Biddle's role in the growth of the Company (total assets increased by
approximately 62% and Funds From Operations increased by approximately 44%) and
awarded Mr. Biddle 93,750 Common Shares and 6,250 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
results achieved by the Company under their leadership and that their total
compensation is appropriate 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
12
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, 2002.
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. We have considered whether (and have determined that) the
provision by Ernst & Young LLP of the services described below under "All Other
Fees" is compatible with maintaining Ernst & Young LLP's independence from both
management and the Company.
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, 2002.
Audit Committee:
Peter Herrick, Chairman
Robert R. Douglass
George J. Vojta
OTHER INFORMATION
Audit Fees
The aggregate fees billed by Ernst & Young LLP for professional services
rendered for the audit of the Company's annual financial statements for the
fiscal year ended October 31, 2002 and for the reviews of the financial
statements included in the Company's Quarterly Reports on Form 10-Q during that
fiscal year were $160,000. During the fiscal year ended October 31, 2002, the
Company also paid its predecessor independent auditors, Arthur Andersen LLP,
$145,200 for audit services, a significant portion of which related to audit
services performed in the preceding fiscal year.
Financial Information Systems Design and Implementation Fees
For the fiscal year ended October 31, 2002, Ernst & Young LLP did not
bill the Company for any Financial Information Systems Design and Implementation
Fees.
All Other Fees
The aggregate fees billed by Ernst & Young LLP for services rendered to the
Company, other than the services described under the caption "Audit Fees" above,
for the fiscal year ended October 31, 2002 were $188,828, primarily relating to
filings in connection with the public offering of Class A Common Stock and
assisting the Company in identifying asset classifications of its real estate
assets for the purpose of maximizing tax depreciation. During the fiscal year
ended October 31, 2002, the Company also paid its predecessor independent
auditors, Arthur Andersen LLP, $34,770 for professional services other than
audit fees including, but not necessarily limited to, tax planning and real
estate tax related issues.
13
Class A Common Shares Performance Graph
The following graph compares, for the period beginning August 14, 1998
(inception) and ended October 31, 2002, 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 14, 1998 TO OCTOBER 31, 2002
AMONG URSTADT BIDDLE PROPERTIES INC. CLASS A COMMON SHARES,
THE S&P 500 INDEX AND THE NAREIT ALL-REIT INDEX
[Insert Graph]
8/14/98 10/98 10/99 10/00 10/01 10/02
------- ----- ----- ----- ----- -----
UBP.A 100.00 96.22 99.06 104.34 150.43 189.81
S&P 500 100.00 98.43 123.69 131.23 98.55 80.22
NAREIT ALL-REIT 100.00 92.75 84.95 99.67 115.18 123.95
*$100 INVESTED ON 8/14/98 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.
On October 31, 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.
14
Common Shares Performance Graph
The following graph compares, for the five-year period ended October
31, 2002, 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
[Insert Graph]
10/97 10/98 10/99 10/00 10/01 10/02
----- ----- ----- ----- ----- -----
UBP 100.00 95.82 93.46 100.72 136.53 189.09
S&P 500 100.00 121.99 153.31 162.64 122.14 99.43
NAREIT ALL-REIT 100.00 85.24 78.07 91.60 105.86 113.92
*$100 INVESTED ON 10/31/97 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.
15
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 and the ratification of the appointment of
the Company's auditors 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 175 W. Jackson
Blvd., Suite 900, Chicago, Illinois 60604, 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, 2002 (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
16
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 2004 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, 2003.
Any stockholder who intends to present a stockholder proposal for
consideration at the Company's 2004 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 2004 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 2004
Annual Meeting of Stockholders is currently anticipated to be held on March 10,
2004, and any notice of intent to consider other matters and/or nominees, and
related information, must therefore be received by the Company by December 26,
2003. 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.
17
(Form of Proxy Card - Front)
URSTADT BIDDLE PROPERTIES INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
To be held on March 12, 2003
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 substitute, and authorizes each of them to represent and vote all
Common Stock or Class A Common Stock, par value $.01 per share, as applicable,
of Urstadt Biddle Properties Inc. (the "Company") held of record as of the close
of business on January 27, 2003, 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 12, 2003, 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 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 Ernst & Young LLP as the independent auditors of the Company for
the ensuing fiscal year, as set forth in Proposal 2. 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.)
To change your address, please mark this box. [ ]
(Form of Proxy Card - Reverse)
Please sign name exactly as
shown. When there is more
than one holder, each should
sign. When signing as an
Please vote and sign on this side Votes must be indicated attorney, administrator,
and return promptly in the enclosed (X) in Black or Blue ink. guardian or trustee, please
envelope. Do not forget to date your add your title as such. If
proxy. executed by a corporation
or partnership, the proxy
should be signed by a duly
authorized person, stating
his or her title or authority.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THESE PROPOSALS
Proposal 1. To elect three Directors to serve for three years.
FOR all nominees WITHHOLD AUTHORITY to vote *EXCEPTIONS [ ]
listed below[ ] for all nominees listed below [ ]
Nominees to serve for three years: Robert R. Douglass, George H.C. Lawrence and
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 Ernst & Young LLP as the independent
auditors of the Company for one year.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
Please sign exactly as your name appears hereon. When signing in a
representative capacity, please give full title.
Shareholder sign here Date
--------------------------------- -------
Co-Owner sign here
--------------------------------