United
States
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
__________________
FORM
8-K
__________________
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): July 18,
2008
Commission
File Number 1-12803
URSTADT BIDDLE PROPERTIES
INC.
(Exact
name of registrant as specified in its Charter)
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Maryland
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04-2458042
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(State
or other jurisdiction of incorporation or organization)
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(I.R.S.
Employer Identification Number)
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321 Railroad Avenue, Greenwich,
CT
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06830
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code: (203) 863-8200
N/A
(Former
Name or Former address, if Changed Since Last Report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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□
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01 Entry
into a Material Definitive Agreement.
In
connection with the expiration of the Rights Agreement dated as of July 31, 1998
between Urstadt Biddle Properties Inc. (the “Corporation”) and The Bank of New
York, as Rights Agent, the Board of Directors of the Corporation has approved a
new shareholders’ rights plan. On July 18, 2008, the Company entered
into a Rights Agreement with The Bank of New York, as Rights Agent (the “Rights
Agreement”). The Board of Directors has declared a dividend
distribution for each outstanding share of the Corporation’s Common Stock, par
value $.01 per share (the “Original Common Shares”), and each outstanding share
of the Corporation’s Class A Common Stock, par value $.01 per share (together
with the Original Common Shares, the “Common Shares”), to shareholders of record
at the close of business on November 12, 2008 (the “Declaration Date”), which
will also be the effective date of the Rights Agreement. Except as
set forth below, each Right will entitle the registered holder to purchase from
the Corporation one one-hundredth of a share of Series A Participating Preferred
Shares, par value $.01 per share (the “Preferred Shares”), at a price of $65
(the “Purchase Price”), subject to adjustment.
The
rights previously issued under the Rights Agreement dated as of July 31, 1998
will expire by their terms at 5:00 p.m. on November 12, 2008.
Initially,
the Rights under the Rights Agreement will be evidenced by the certificates
representing Common Shares then outstanding, and no separate Rights Certificates
(as defined below) will be distributed. Until the Distribution Date (as defined
below), (a) the Rights will be evidenced by certificates representing Common
Shares, (b) new Common Share certificates issued after the Declaration Date will
contain a notation incorporating the Rights Agreement by reference in accordance
with the Rights Agreement and (c) the surrender for transfer of any certificates
for Common Shares outstanding will also constitute the transfer of the Rights
associated with the Common Shares represented by such certificates.
The
Rights are not exercisable until the Distribution Date and will expire on
November 11, 2018, unless earlier redeemed by the Corporation. The
“Distribution Date” will be the earlier to occur of the close of business on the
tenth business day following
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(a)
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a
public announcement that a person or group of affiliated or associated
persons (excluding the Corporation or any wholly owned subsidiary thereof,
or any employee benefit plan of the Corporation, or any Exempted Person
(defined below)) has acquired (an “Acquiring Person”), or obtained the
right to acquire, beneficial ownership of 10% or more of the total
combined voting power of the outstanding Common Shares (the “Share
Acquisition Date”), or
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(b)
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the
commencement of a tender offer or exchange offer by any person (other than
the Corporation, any wholly owned subsidiary of the Corporation or any
employee benefit plan thereof, or any Exempted Person) if, upon
consummation thereof, such person or group would be the beneficial
owner of 30% or more of the then outstanding Common
Shares.
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As soon
as practicable following the Distribution Date, separate certificates evidencing
the Rights (the “Right Certificates”) will be mailed to holders of record of the
Common Shares as of the close of business on the Distribution Date and,
thereafter, such separate Right Certificates alone will evidence the
Rights.
For
purposes of the Rights Agreement, “Exempted Person” means (A) Charles J.
Urstadt; (B) any Immediate Relative of Charles J. Urstadt (defined as his
spouse, any of his children or any of their spouses, any of his grandchildren or
any of their spouses); or (C) any trust, corporation, partnership, limited
liability company or other entity or organization controlled by
Charles J. Urstadt or any Immediate Relative of Charles J. Urstadt or in
which Charles J. Urstadt or any Immediate Relative of Charles J. Urstadt has any
economic, beneficial or other interest.
If, at
any time, (a) the Corporation is the surviving corporation in a merger with an
Acquiring Person and the Corporation’s Original Common Shares are not changed or
exchanged, (b) a person (other than the Corporation, any wholly owned subsidiary
of the Corporation or any employee benefit plan thereof, or any Exempted
Person), together with its affiliates and associates, becomes an Acquiring
Person, (c) an Acquiring Person engages in one or more “self-dealing”
transactions as set forth in the Rights Agreement or (d) during such time as
there is an Acquiring Person, an event occurs that results in such Acquiring
Person’s ownership interest being increased by more than 1%, each holder of a
Right will thereafter be entitled to receive, upon exercise at the then current
exercise price of the Right, Original Common Shares (or, in certain
circumstances, cash, property or other securities of the Corporation) having a
value equal to two times the exercise price of the Right.
In the
event that after a Share Acquisition Date, (a) the Corporation consolidates or
merges with another person and is not the surviving corporation, (b) the
Corporation consolidates or merges with another person and is the
surviving corporation, but in such transaction its Original Common Shares are
changed or exchanged or (c) 50% or more of the Corporation’s assets or earning
power is sold or transferred, each holder of a Right will thereafter have the
right to receive, upon exercise at the then current exercise price of the Right,
common shares of the acquiring company having a value equal to two times the
exercise price of the Right.
Notwithstanding
any of the foregoing, following the occurrence of any of the events described in
the seventh and eighth paragraphs above, any Rights that are or (under certain
circumstances specified in the Rights Agreement) were beneficially owned by any
Acquiring Person will immediately become null and void.
The
Purchase Price payable, and the number of Preferred Shares or other securities
or property issuable, upon exercise of the Rights are subject to adjustment from
time to time to prevent dilution (a) in the event of a dividend of Preferred
Shares on, or a subdivision, combination or reclassification of, the Preferred
Shares, (b) upon the grant to holders of the Preferred Shares of certain rights
or warrants to subscribe for Preferred Shares or securities convertible into
Preferred Shares at less than the current market price of the Preferred Shares
or (c) upon the distribution to holders of the Preferred Shares of debt
securities or assets (excluding regular quarterly cash dividends and dividends
payable in Preferred Shares) or of subscription rights or warrants (other than
those referred to above).
The
Company may redeem the Rights in whole, but not in part, at a price of $.01 per
Right, subject to adjustment (the “Redemption Price”) at any time until the
close of business on the tenth business day following the Share Acquisition
Date. Thereafter, the Board may only redeem the Rights in certain
specified circumstances. In the event that shareholder action is
taken to elect directors of the Corporation such that Continuing Directors (as
defined below) do not constitute a majority of the Board of Directors, Rights
may not be redeemed until 180 days following the effectiveness of the
election. “Continuing director” means any director of the Corporation
other than an Acquiring Person or affiliate of an Acquiring Person who was
either (a) a member of the Board of Directors of the Corporation on the
Declaration Date, (b) nominated for his or her initial term of office by a
majority of the Continuing Directors then in office, or (c) nominated for his or
her initial term by a majority of the members of the Nominating and Corporate
Governance Committee who were then Continuing Directors.
Until a
Right is exercised, the holder thereof, as such, will have no rights as a
shareholder of the Corporation, including, without limitation, the right to vote
or to receive dividends.
Other
than those provisions relating to the principal economic terms of the Rights or
imposing limitations on the right to amend the Rights Agreement, the Board may
amend any of the provisions of the Rights Agreement prior to the
Distribution Date. Thereafter, the period during which the Rights may be
redeemed may be extended by the Board (in order to protect, enhance or clarify
the rights and/or benefits of holders of Rights), and other provisions of the
Rights Agreement may be amended by action of the Board; provided, however, that
no such amendment will adversely affect the interests of holders of Right
Certificates (excluding the interests of any Acquiring Person).
A copy of
the Rights Agreement is attached hereto as Exhibit 4.1 and is incorporated
herein by reference. The foregoing description of the Rights
Agreement does not purport to be complete and therefore is qualified in its
entirety by reference to such Exhibit 4.1.
Item
3.03 Material
Modification to Rights of Security Holders.
Please see the disclosure set forth under Item 1.01 Entry
into a Material Definitive Agreement, which is incorporated by reference into
this Item 3.03.
Item
9.01 Financial
Statements and Exhibits.
(d)
The following exhibits are filed as a part of this Current Report.
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4.1
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Rights
Agreement, dated as of July 18, 2008, between Urstadt Biddle Properties
Inc. and The Bank of New York, as Rights
Agent.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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URSTADT
BIDDLE PROPERTIES INC.
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(Registrant)
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DATE:
July 24, 2008
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By: /s/ John T. Hayes
Name:
John T. Hayes
Title:
Senior Vice President and
Chief
Financial Officer
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EXHIBIT
INDEX
Exhibit
No. Exhibit
Description
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4.1
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Rights
Agreement, dated as of July 18, 2008 between Urstadt Biddle Properties
Inc. and The Bank of New York, as Rights
Agent.
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