Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
(Amendment No. 26)*
Urstadt Biddle Properties Inc.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
917286106
(CUSIP Number)
Charles D. Urstadt
Chairman
Urstadt Biddle Properties Inc.
321 Railroad Avenue
Greenwich, Connecticut 06830
(203) 863-8200
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 2, 2020
(Date of Event Which Requires Filing
of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d‑1(g), check the following box. ◻
Note: Schedules filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on
this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosure provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be
“filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
(Continued on following pages)
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CUSIP No. 917286106
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1 Names of Reporting Persons.
Charles J. Urstadt
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2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. ◻
b. ◻
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3 SEC Use Only
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4 Source of Funds (See Instructions)
N/A
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5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ◻
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6 Citizenship or Place of Organization
United States of America
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Number of
Shares
Beneficially Owned by
Each
Reporting
Person With
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7 Sole Voting Power
890,570
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8 Shared Voting Power
3,652,628
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9 Sole Dispositive Power
890,570
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10 Shared Dispositive Power
3,652,628
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
4,543,198
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12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ◻
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13 Percent of Class Represented By Amount in Row (11)
45.6%
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14 Type of Reporting Person (See Instructions)
IN
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CUSIP No. 917286106
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1 Names of Reporting Persons.
Urstadt Property Company, Inc.
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2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. ◻
b. ◻
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3 SEC Use Only
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4 Source of Funds (See Instructions)
N/A
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5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e) ◻
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6 Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially Owned by
Each
Reporting
Person With
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7 Sole Voting Power
0
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8 Shared Voting Power
3,286,578
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9 Sole Dispositive Power
0
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10 Shared Dispositive Power
3,286,578
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
3,286,578
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12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ◻
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13 Percent of Class Represented By Amount in Row (11)
33.0%
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14 Type of Reporting Person (See Instructions)
CO
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CUSIP No. 917286106
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1 Names of Reporting Persons.
Elinor F. Urstadt
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2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. ◻
b. ◻
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3 SEC Use Only
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4 Source of Funds (See Instructions)
N/A
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5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ◻
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6 Citizenship or Place of Organization
United States of America
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Number of
Shares
Beneficially Owned by
Each
Reporting
Person With
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7 Sole Voting Power
0
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8 Shared Voting Power
146,050
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9 Sole Dispositive Power
0
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10 Shared Dispositive Power
146,050
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
146,050
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12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ◻
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13 Percent of Class Represented By Amount in Row (11)
1.5%
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14 Type of Reporting Person (See Instructions)
IN
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CUSIP No. 917286106
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1 Names of Reporting Persons.
Urstadt Realty Associates Co LP
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2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. ◻
b. ◻
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3 SEC Use Only
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4 Source of Funds (See Instructions)
N/A
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5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ◻
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6 Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially Owned by
Each
Reporting
Person With
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7 Sole Voting Power
0
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8 Shared Voting Power
1,942,431
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9 Sole Dispositive Power
0
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10 Shared Dispositive Power
1,942,431
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,942,431
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12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ◻
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13 Percent of Class Represented By Amount in Row (11)
19.5%
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14 Type of Reporting Person (See Instructions)
PN
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CUSIP No. 917286106
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1 Names of Reporting Persons.
Urstadt Realty Shares II L.P.
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2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. ◻
b. ◻
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3 SEC Use Only
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4 Source of Funds (See Instructions)
N/A
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5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ◻
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6 Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially Owned by
Each
Reporting
Person With
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7 Sole Voting Power
0
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8 Shared Voting Power
455,721
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9 Sole Dispositive Power
0
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10 Shared Dispositive Power
455,721
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
455,721
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12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ◻
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13 Percent of Class Represented By Amount in Row (11)
4.6%
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14 Type of Reporting Person (See Instructions)
PN
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CUSIP No. 917286106
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1 Names of Reporting Persons. I.R.S. Identification No. of Above Persons (Entities Only)
Willing L. Biddle
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2 Check the Appro
priate Box If a Member of a Group (See Instructions)
a. ◻
b. ◻
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3 SEC Use Only
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4 Source of Funds (See Instructions)
OO – See Item 5(c)
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5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ◻
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6 Citizenship or Place of Organization
United States of America
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Number of
Shares
Beneficially Owned by
Each
Reporting
Person With
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7 Sole Voting Power
0
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8 Shared Voting Power
3,221,842
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9 Sole Dispositive Power
0
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10 Shared Dispositive Power
3,221,842
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
3,221,842
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12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ◻
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13 Percent of Class Represented By Amount in Row (11)
32.3%
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14 Type of Reporting Person (See Instructions)
IN
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CUSIP No. 917286106
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1 Names of Reporting Persons.
Catherine U. Biddle
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2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. ◻
b. ◻
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3 SEC Use Only
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4 Source of Funds (See Instructions)
N/A – See Item 5(c)
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5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ◻
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6 Citizenship or Place of Organization
United States of America
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Number of
Shares
Beneficially Owned by
Each
Reporting
Person With
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7 Sole Voting Power
0
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8 Shared Voting Power
3,221,842
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9 Sole Dispositive Power
0
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10 Shared Dispositive Power
3,221,842
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
3,221,842
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12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ◻
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13 Percent of Class Represented By Amount in Row (11)
32.3%
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14 Type of Reporting Person (See Instructions)
IN
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This Statement on Schedule 13D constitutes Amendment No. 26 to the Schedule 13D dated
September 10, 1987, as amended by Amendment Nos. 1 through 25 (the “Schedule 13D”) and is being filed to update the number of shares being reported by Willing
L. Biddle and Catherine U. Biddle. This Amendment No. 26 is being filed on behalf of: (i) Charles J. Urstadt, (ii) Urstadt Property Company, Inc., a Delaware corporation (“UPCO”),
(iii) Elinor F. Urstadt, (iv) Urstadt Realty Associates Co LP, a Delaware limited partnership, by UPCO as its sole general partner (“URACO”), (v) Urstadt
Realty Shares II L.P., a Delaware limited partnership, by UPCO as its sole general partner (“URS II”), (vi) Willing L. Biddle and (vii)
Catherine U. Biddle.
The reporting persons set forth in (i) – (vii) of the preceding sentence are sometimes hereinafter collectively referred to as the “Reporting Persons”.
Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13D.
The Schedule 13D is hereby amended and supplemented as follows:
Item 2. Identity and Background.
Item 2 of the Schedule 13D is hereby supplemented as follows:
Urstadt Property Company, Inc.
2 Park Place
Bronxville, NY 10708
See Item 5 below.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D is hereby supplemented as follows:
See Item 5 below.
Item 4. Purpose of Transaction
Item 4 of the Schedule 13D is hereby supplemented as follows:
See Item 5 below.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby supplemented as follows:
| (a) |
Mr. Biddle is the President and Chief Executive Officer, as well as a member of the Board of Directors, of the Issuer, and Mr. Urstadt, is an employee and Chairman
& Director, Emeritus, of the Board of Directors of the Issuer.
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Mr. Urstadt is the direct beneficial owner of 890,570 shares of Common Stock of the Issuer. In
addition, he is an indirect beneficial owner of 888,426 shares of Common Stock directly held by UPCO, 41,050 shares of Common Stock held by Mrs. Urstadt, 1,942,431 shares of Common Stock held by URACO, 455,721 shares of Common Stock held by URS II,
and 220,000 shares of Common Stock held by the Charles J. Urstadt 2012 Family Trust. In addition, he has the power to vote or direct the voting of and to dispose or direct the disposition of 105,000 shares of Common Stock held by the Urstadt
Conservation Foundation (the “Foundation”). As a result, Mr. Urstadt beneficially owns or has the power to vote or direct the voting of and to dispose or direct the disposition of a total of 4,543,198 shares of Common Stock, or 45.6% of the
9,963,751 shares of Common Stock outstanding as of October 31, 2019.
UPCO is the direct beneficial owner of 888,426 shares of Common Stock, which, when added to the 1,942,431 shares
of Common Stock held by URACO and the 455,721 shares of Common Stock held by URS II, results in UPCO beneficially owning 3,286,578 shares of Common Stock, or 33.0% of the 9,963,751 shares of Common Stock outstanding as of October 31, 2019.
Mrs. Urstadt is the direct beneficial owner of 41,050 shares of Common Stock and has the power to vote or direct
the voting of and to dispose or direct the disposition of an additional 105,000 shares of Common Stock held by the Foundation, representing a total of 146,050 shares of Common Stock, or 1.5% of the 9,963,751 shares of Common Stock outstanding as of
October 31, 2019. These shares also are reported as being beneficially owned by Mr. Urstadt since Mrs. Urstadt is the spouse of Mr. Urstadt and Mr. Urstadt shares in the voting and dispositive powers.
URACO is the direct beneficial owner of 1,942,431 shares of Common Stock, or 19.5% of the 9,963,751 shares of
Common Stock outstanding as of October 31, 2019.
URS II is the direct beneficial owner of 455,721 shares of Common Stock, or 4.6% of the 9,963,751 shares of Common
Stock outstanding as of October 31, 2019.
Mr. Biddle is the direct beneficial owner of 2,386,197 shares of Common Stock individually, and Mrs. Biddle is the
direct beneficial owner of 35,862 shares of Common Stock individually. When these shares are added to 5,163 shares of Common Stock owned by the P.T. Biddle (Deceased) IRA for the benefit of Willing Biddle, 385,671 shares of Common Stock owned by the
Catherine U. Biddle 2012 Dynasty Trust, for which Mr. Biddle is the sole trustee, 1,070 shares of Common Stock held by the Charles and Phoebe Biddle Trust UAD 12/20/93 for the benefit of the issue of Mr. Biddle, 21,000 shares of Common Stock held by Trust UW PTB Art 4.1, and 386,879 shares owned by the Willing L. Biddle 2012 Dynasty Trust for which Mrs. Biddle is the sole trustee, Mr. Biddle and Mrs.
Biddle beneficially owns 3,221,842 shares of Common Stock, or 32.3% of the 9,963,751 shares of Common Stock outstanding as of October 31, 2019.
| (b) |
UPCO and Mr. Urstadt may be deemed to have shared power to vote or direct the voting of and to dispose of or direct the disposition of the 888,426 shares of Common
Stock directly owned by UPCO in view of the fact that Mr. Urstadt and Mrs. Urstadt own a controlling amount of the outstanding voting securities of UPCO.
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UPCO and Mr. Urstadt may be deemed to have shared power to vote or direct the voting of and to dispose of or
direct the disposition of the 1,942,431 shares of Common Stock directly owned by URACO in view of the fact that UPCO is the sole general partner of URACO, and that Mr. Urstadt and Mrs. Urstadt own a controlling amount of the outstanding voting
securities of UPCO.
UPCO and Mr. Urstadt may be deemed to have shared power to vote or direct the voting of and to dispose of or
direct the disposition of the 455,721 shares of Common Stock directly owned by URS II in view of the fact that UPCO is the sole general partner of URS II, and that Mr. Urstadt and Mrs. Urstadt own a controlling amount of the outstanding voting
securities of UPCO.
Mrs. Urstadt and Mr. Urstadt may be deemed to have shared power to vote or direct the voting of and to dispose of
or direct the disposition of the 41,050 shares of Common Stock directly owned by Mrs. Urstadt. Mr. and Mrs. Urstadt disclaim beneficial ownership of any shares held by the Foundation, but may be deemed to have shared power to vote or direct the
voting of and to dispose of or direct the disposition of the 105,000 shares of Common Stock directly owned by the Foundation in view of the fact that Mr. and Mrs. Urstadt are the sole trustees of the Foundation.
Mr. Biddle and Mrs. Biddle may each be deemed to have shared power to vote and direct the voting
of and to dispose of or direct the disposition of shares owned by the other, as they are spouses.
| (c) |
On January 2, 2020, the Issuer entered into an agreement with Mr. Biddle and Mrs. Biddle, whereby they were granted restricted stock awards of 100,000 and 1,250
shares of Common Stock, respectively. In addition, Mr. Biddle was granted a restricted stock award of 2,500 shares of Class A Common Stock. Each of the Common Stock and Class A awards were issued pursuant to the Issuer’s Amended and
Restated Restricted Stock Award Plan (the “Restricted Stock Award Plan”).
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On January 3, 2020, the Trust Established Under the Urstadt Biddle Properties Inc. Excess
Benefit and Deferred Compensation Plan of 2005 (the "Plan") made a required distribution of 243 shares of Common Stock to Willing L. Biddle, a participant in the Issuer's Plan.
Except as set forth in this Schedule 13D, as amended, none of UPCO, Mr. Urstadt, Mrs. Urstadt, URACO, URS II, Mr.
Biddle or Mrs. Biddle or, to the best knowledge of such parties, any of the persons listed on Schedule I to the Schedule 13D, owns any shares of Common Stock or has purchased or sold any shares of Common Stock during the past 60 days.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Item 6 of the Schedule 13D is hereby supplemented as follows:
Mr. Biddle, as President and Chief Executive Officer of the Issuer, is a participant in the Issuer’s Restricted
Stock Award Plan. Mr. Biddle is the direct beneficial owner of 900,000 restricted shares of Common Stock issued pursuant to the Restricted Stock Award Plan. Mrs. Biddle is the direct beneficial owner of 5,650 restricted shares of Common Stock issued
pursuant to the Restricted Stock Award Plan.
Mr. Urstadt is also a participant in the Issuer’s Restricted Stock Award Plan, as the beneficial owner of 175,000
restricted shares of Common Stock that were granted to Mr. Urstadt pursuant to the Restricted Stock Award Plan in his previous capacity as an executive Chairman of the Issuer’s Board of Directors. Of these shares, 50,000 are held by URS II.
Under the limited partnership agreement for URS II, UPCO has the full power and authority to make all decisions,
in its sole discretion, with respect to the shares of Common Stock held by URS II, including as to when and how such shares are to be voted or sold. Notwithstanding the above, the Common Stock contributed by Mr. Urstadt to URS II remains subject to
the terms and conditions in the applicable restricted stock award agreements pursuant to which Mr. Urstadt was issued the Common Stock under the Restricted Stock Award Plan.
Item 7. Material to Be Filed as Exhibits.
Item 7 of the Schedule 13D is hereby supplemented as follows:
SIGNATURE
After reasonable inquiry and to the best of their respective knowledge and belief, the undersigned certify that
the information set forth in this statement is true, complete and correct.
Dated: January 8, 2020
/s/ Charles J. Urstadt
Charles J. Urstadt
URSTADT PROPERTY COMPANY, INC.
By: /s/ Charles D. Urstadt
Name: Charles D. Urstadt
Title: Chairman of the Board
/s/ Elinor F. Urstadt
Elinor F. Urstadt
URSTADT REALTY ASSOCIATES CO LP
By: URSTADT PROPERTY COMPANY, INC.
Its sole general partner
By: /s/ Charles D. Urstadt
Name: Charles D. Urstadt
Title: Chairman of the Board
URSTADT REALTY SHARES II L.P.
By: URSTADT PROPERTY COMPANY, INC.
Its sole general partner
By: /s/ Charles D. Urstadt
Name: Charles D. Urstadt
Title: Chairman of the Board
/s/ Willing L. Biddle
Willing L. Biddle
/s/ Catherine U. Biddle
Catherine U. Biddle