SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
(Rule
13d-101)
(Amendment
No. 13)*
Urstadt
Biddle Properties Inc.
(Name
of
Issuer)
Common
Stock, par value $.01 per share
(Title
of
Class of Securities)
917286106
(CUSIP
Number)
Charles
J. Urstadt
Chairman
and Chief Executive Officer
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)
May
23, 2007
(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. I.R.S. Identification Nos. of Above Persons
(Entities Only)
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
- 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
3,011,135
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9 Sole
Dispositive Power
0
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10 Shared
Dispositive Power
3,011,135
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11 Aggregate
Amount Beneficially Owned by Each Reporting Person
3,011,135
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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)
38.8%
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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. I.R.S. Identification No. of Above Persons
(Entities
Only)
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
2,981,650
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9 Sole
Dispositive Power
0
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10 Shared
Dispositive Power
2,981,650
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11 Aggregate
Amount Beneficially Owned by Each Reporting Person
2,981,650
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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)
38.4%
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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. I.R.S. Identification No. of Above Persons
(Entities
Only)
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
21,300
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8 Shared
Voting Power
0
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9 Sole
Dispositive Power
21,300
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10 Shared
Dispositive Power
0
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11 Aggregate
Amount Beneficially Owned by Each Reporting Person
21,300
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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)
0.3%
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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. I.R.S. Identification No. of Above Persons
(Entities
Only)
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
1,901,006
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9 Sole
Dispositive Power
0
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10 Shared
Dispositive Power
1,901,006
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11 Aggregate
Amount Beneficially Owned by Each Reporting Person
1,901,006
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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)
24.5%
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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. I.R.S. Identification No. of Above Persons
(Entities
Only)
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)
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
Delaware
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Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
7 Sole
Voting Power
0
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8
Shared
Voting Power
547,177
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9 Sole
Dispositive Power
0
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10 Shared
Dispositive Power
547,177
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11 Aggregate
Amount Beneficially Owned by Each Reporting Person
547,177
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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)
7.1%
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14 Type
of Reporting Person (See Instructions)
PN
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-
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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 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)
PF/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
1,440,175
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8 Shared
Voting Power
9,046
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9 Sole
Dispositive Power
1,440,175
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10 Shared
Dispositive Power
9,046
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11 Aggregate
Amount Beneficially Owned by Each Reporting Person
1,449,221
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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)
18.7%
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14 Type
of Reporting Person (See Instructions)
IN
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This
Statement on Schedule 13D constitutes Amendment No. 13 to the Schedule 13D
dated
September 10, 1987, as amended by Amendment Nos. 1 through 12 (the “Schedule
13D”),
and
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”)
and
(vi) Willing L. Biddle. The reporting persons set forth in (i) - (vi) 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:
URS
II is
a Delaware limited partnership formed for estate planning purposes and for
the
purposes of consolidating, holding and voting a number of the shares of Common
Stock of the Issuer held by UPCO and Mr. Urstadt. UPCO is the sole general
partner of URS II and Mr. Urstadt is the sole limited partner. The principal
business address and the principal office address of URS II is 2 Park Place,
Bronxville, New York 10708.
During
the past five years, neither URS II nor UPCO or Mr. Urstadt have been convicted
in any criminal proceedings, or been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction or was or is subject to a
judgment, decree or final order enjoining future violations of, prohibiting
or
mandating activities subject to, federal or state securities laws or finding
any
violation with respect to such laws.
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 with respect to the formation of URS II.
Item
5. Interest in Securities of the Issuer.
Item
5 of
the Schedule 13D is hereby supplemented as follows:
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(a)
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As
a result of the Transaction described in Item 5(c) below, Mr. Urstadt,
individually, is no longer the direct beneficial owner of any shares
of
Common Stock of the Issuer, but when aggregating the 533,467 shares
of
Common Stock held by UPCO, the 21,300 shares of Common Stock held
by Mrs.
Urstadt, the 8,185 shares of Common Stock held by the Trust Established
Under the Issuer’s Excess Benefits and Deferred Compensation Plan (the
“Compensation
Plan Trust”)
for the benefit of Mr. Urstadt, the 1,901,006 shares of Common Stock
held
by URACO, and the 547,177 shares of Common Stock held by URS II,
Mr.
Urstadt beneficially owns 3,011,135 shares of Common Stock, or 38.8
% of
the 7,756,564 shares of Common Stock outstanding as of May 23,
2007.
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UPCO
is
the direct beneficial owner of 533,467 shares of Common Stock, which, when
added
to the 1,901,006 shares of Common Stock held by URACO and the 547,177 shares
of
Common Stock held by URS II, results in UPCO beneficially owning 2,981,650
shares of Common Stock, or 38.4% of the 7,756,564 shares of Common Stock
outstanding as of May 23, 2007.
Mrs.
Urstadt is the direct beneficial owner of 21,300 shares of Common Stock, or
0.3%
of the 7,756,564 shares of Common Stock outstanding as of May 23, 2007.
URACO
is
the direct beneficial owner of 1,901,006 shares of Common Stock, or 24.5% of
the
7,756,564 shares of Common Stock outstanding as of May 23, 2007.
URS
II is
the direct beneficial owner of 547,177 shares of Common Stock, or 7.1% of the
7,756,564 shares of Common Stock outstanding as of May 23, 2007.
Mr.
Biddle is the direct beneficial owner of 1,440,175 shares of Common Stock
individually, which, when added to the 5,030 shares of Common Stock held by
his
wife, Catherine Urstadt Biddle, the 2,946 shares of Common Stock held by the
Compensation Plan Trust for the benefit of Mr. Biddle and the 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, results in Mr. Biddle beneficially owning
1,449,221 shares of Common Stock, or 18.7% of the 7,756,564 shares of Common
Stock outstanding as of May 23, 2007.
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(b)
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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 533,467
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 1,901,006 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 547,177 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 has the sole power to vote or direct the voting of and to dispose of
or
direct the disposition of 21,300 shares of Common Stock.
Mr.
Biddle has the sole power to vote or direct the voting of and to dispose of
or
direct the disposition of 1,440,175 shares of Common Stock.
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(c)
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On
May 25, 2007, Mr. Biddle purchased 2,000 shares of Common Stock on
the
open market.
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On
May
23, 2007, UPCO, as general partner, and Mr. Urstadt, as limited partner,
funded
their respective capital contributions to URS II (the “Transaction”). Pursuant
to a limited partnership agreement (as amended, the “Limited Partnership
Agreement”) between UPCO, as the 1% general partner, and Mr. Urstadt, as the 99%
limited partner, UPCO contributed 5,472 shares of Common Stock to URS II
as a
capital contribution in exchange for its general partner interest; and Mr.
Urstadt contributed 541,705 shares of Common Stock to URS II as a capital
contribution in exchange for his limited partner interest. The Transaction
had
no effect on Mr. Urstadt’s ultimate beneficial ownership of Common Stock of the
Issuer.
On
May
22, 2007, Mr. Biddle purchased 500 shares of Common Stock from an employee
of
the Issuer in a private transaction.
On
April
20, 2007, Mr. Urstadt received dividends on shares of Common Stock which were
directly owned by him and which were subject to automatic reinvestment in shares
of Common Stock pursuant to the Issuer’s Dividend Reinvestment Plan. On April
20, 2007, dividends on these shares were paid out and automatically reinvested
in additional Common Stock in the amount of 5,262 shares. Ownership of the
foregoing shares was subsequently transferred to URS II pursuant to the
Transaction.
On
April
20, 2007, Mr. Urstadt received dividends on shares of Common Stock which are
indirectly owned by him and directly owned by the Compensation Plan Trust,
and
which are subject to automatic reinvestment in shares of Common Stock pursuant
to the Issuer’s Dividend Reinvestment Plan. On April 20, 2007, dividends on
these shares were paid out and automatically reinvested in additional Common
Stock in the amount of 94 shares.
On
April
20, 2007, Mr. Biddle received dividends on shares of Common Stock which are
indirectly owned by him and directly owned by the Compensation Plan Trust,
and
which are subject to automatic reinvestment in shares of Common Stock pursuant
to the Issuer’s Dividend Reinvestment Plan. On April 20, 2007, dividends on
these shares were paid out and automatically reinvested in additional Common
Stock in the amount of 34 shares.
Except
as
set forth in this Schedule 13D, none of UPCO, Mr. Urstadt, Mrs. Urstadt, URACO,
URS II or Mr. 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.
Urstadt, as Chairman of the Board and Chief Executive Officer of the Issuer,
and
Mr. Biddle, as President and Chief Operating Officer of the Issuer, are
participants in the Issuers Amended and Restated Restricted Stock Award Plan
(the “Restricted
Stock Award Plan”).
Mr.
Urstadt is the indirect beneficial owner of 381,250 restricted shares of Common
Stock, which were granted to Mr. Urstadt pursuant to the Restricted Stock Award
Plan, and which are now owned directly by URS II pursuant to the Transaction,
and Mr. Biddle is the direct beneficial owner of 502,500 restricted shares
of
Common Stock issued pursuant to the Restricted Stock Award Plan.
Under
the
Limited Partnership Agreement, 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:
| 1. |
Joint
Filing Agreement, dated June 4, 2007.
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| 2. |
Limited
Partnership Agreement, dated March 7, 2007, as amended by Amendment
One to
Limited Partnership Agreement dated May 11, 2007, by and between
Urstadt
Property Company, Inc., as the sole general partner, and Charles
J.
Urstadt, as sole limited partner.
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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:
June 4, 2007
/s/
Charles J. Urstadt
Charles
J. Urstadt
URSTADT
PROPERTY COMPANY, INC.
By: /s/
Charles J. Urstadt
Name: Charles
J. 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 J. Urstadt
Name: Charles
J. Urstadt
Title: Chairman
of the Board
URSTADT
REALTY SHARES II L.P.
By: URSTADT
PROPERTY COMPANY, INC.
Its
sole
general partner
By: /s/
Charles J. Urstadt
Name: Charles
J. Urstadt
Title: Chairman
of the Board
/s/
Willing L Biddle
Willing
L. Biddle
EXHIBIT
INDEX
| 1. |
Joint
Filing Agreement, dated June 4, 2007.
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| 2. |
Limited
Partnership Agreement, dated March 7, 2007, as amended by Amendment
One to
Limited Partnership Agreement dated May 11, 2007, by and between
Urstadt
Property Company, Inc., as the sole general partner, and Charles
J.
Urstadt, as sole limited
partner.
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