CUSIP
No. 917286106
|
1
Names
of Reporting Persons.
Charles
J. Urstadt
|
2
Check
the Appropriate Box If a Member of a Group (See Instructions)
a.
¨
b.
¨
|
3
SEC
Use
Only
|
4
Source
of Funds (See Instructions)
N/A
– See Item 5(c)
|
5
Check
Box If Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d)
or 2(e)
¨
|
6
Citizenship or Place of Organization
United
States of America
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
7
Sole
Voting Power
0
|
|
8
Shared
Voting Power
3,099,
368
|
|
9
Sole
Dispositive Power
0
|
|
10
Shared Dispositive Power
3,099,
368
|
11
Aggregate Amount Beneficially Owned by Each Reporting Person
3,099,
368
|
12
Check
Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
¨
|
13
Percent
of Class Represented By Amount in Row (11)
39%
|
14
Type
of
Reporting Person (See Instructions)
IN
|
CUSIP
No. 917286106
|
1
Names
of Reporting Persons.
Urstadt
Property Company, Inc.
|
2
Check
the Appropriate Box If a Member of a Group (See Instructions)
a.
¨
b.
¨
|
3
SEC
Use
Only
|
4
Source
of Funds (See Instructions)
N/A
|
5
Check
Box If Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d)
or 2(e)
¨
|
6
Citizenship or Place of Organization
Delaware
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
7
Sole
Voting Power
0
|
|
8
Shared
Voting Power
3,069,688
|
|
9
Sole
Dispositive Power
0
|
|
10
Shared Dispositive Power
3,069,688
|
11
Aggregate Amount Beneficially Owned by Each Reporting Person
3,069,688
|
12
Check
Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
¨
|
13
Percent
of Class Represented By Amount in Row (11)
38.6%
|
14
Type
of
Reporting Person (See Instructions)
CO
|
CUSIP
No. 917286106
|
1
Names
of Reporting Persons.
Elinor
F. Urstadt
|
2
Check
the Appropriate Box If a Member of a Group (See Instructions)
a.
¨
b.
¨
|
3
SEC
Use
Only
|
4
Source
of Funds (See Instructions)
N/A
|
5
Check
Box If Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d)
or 2(e)
¨
|
6
Citizenship or Place of Organization
United
States of America
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
7
Sole
Voting Power
21,300
|
|
8
Shared
Voting Power
0
|
|
9
Sole
Dispositive Power
21,300
|
|
10
Shared
Dispositive Power
0
|
11
Aggregate Amount Beneficially Owned by Each Reporting Person
21,300
|
12
Check
Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
¨
|
13
Percent
of Class Represented By Amount in Row (11)
.3%
|
14
Type
of
Reporting Person (See Instructions)
IN
|
CUSIP
No. 917286106
|
1
Names
of Reporting Persons.
Urstadt
Realty Associates Co LP
|
2
Check
the Appropriate Box If a Member of a Group (See Instructions)
a.
¨
b.
¨
|
3
SEC
Use
Only
|
4
Source
of Funds (See Instructions)
N/A
|
5
Check
Box If Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d)
or 2(e)
¨
|
6
Citizenship or Place of Organization
Delaware
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
7
Sole
Voting Power
0
|
|
8
Shared
Voting Power
1,901,006
|
|
9
Sole
Dispositive Power
0
|
|
10
Shared Dispositive Power
1,901,006
|
11
Aggregate Amount Beneficially Owned by Each Reporting Person
1,901,006
|
12
Check
Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
¨
|
13
Percent
of Class Represented By Amount in Row (11)
23.9%
|
14
Type
of
Reporting Person (See Instructions)
PN
|
CUSIP
No. 917286106
|
|
1
Names
of Reporting Persons.
Urstadt
Realty Shares II L.P.
|
|
2
Check
the Appropriate Box If a Member of a Group (See Instructions)
a.
¨
b.
¨
|
|
3
SEC
Use
Only
|
|
4
Source
of Funds (See Instructions)
OO
– See Item 5(c)
|
|
5
Check
Box If Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d)
or 2(e)
¨
|
|
6
Citizenship or Place of Organization
Delaware
|
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
7
Sole
Voting Power
0
|
|
|
8
Shared
Voting Power
635,973
|
|
|
9
Sole
Dispositive Power
0
|
|
|
10
Shared
Dispositive Power
635,973
|
|
11
Aggregate Amount Beneficially Owned by Each Reporting Person
635,973
|
|
12
Check
Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
¨
|
|
13
Percent
of Class Represented By Amount in Row (11)
8%
|
|
14
Type
of
Reporting Person (See Instructions)
PN
|
|
CUSIP
No. 917286106
|
1
Names
of Reporting Persons. I.R.S. Identification No. of Above Persons
(Entities
Only)
Willing
L. Biddle
|
2
Check
the Appropriate Box If a Member of a Group (See Instructions)
a.
¨
b.
¨
|
3
SEC
Use
Only
|
4
Source
of Funds (See Instructions)
PF/OO
–
See
Item 5(c)
|
5
Check
Box If Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d)
or 2(e)
¨
|
6
Citizenship or Place of Organization
United
States of America
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
7
Sole
Voting Power
1,658,325
|
|
8
Shared
Voting Power
9,117
|
|
9
Sole
Dispositive Power
1,658,325
|
|
10
Shared
Dispositive Power
9,117
|
11
Aggregate Amount Beneficially Owned by Each Reporting Person
1,667,442
|
12
Check
Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
¨
|
13
Percent
of Class Represented By Amount in Row (11)
21%
|
14
Type
of
Reporting Person (See Instructions)
IN
|
This
Statement on Schedule 13D constitutes Amendment No. 14 to the Schedule 13D
dated
September 10, 1987, as amended by Amendment Nos. 1 through 13 (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.
Not
applicable.
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.
Urstadt, individually, is not the direct beneficial owner of any
shares of
Common Stock of the Issuer, but when aggregating the 532,709 shares
of
Common Stock held by UPCO, the 21,300 shares of Common Stock held
by Mrs.
Urstadt, the 8,380 shares of Common Stock held by the Trust Established
Under the Issuer’s Excess Benefit 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 635,973 shares of Common Stock
held
by URS II, Mr. Urstadt beneficially owns 3,099,368 shares of
Common Stock, or 39% of the 7,944,516 shares of Common Stock outstanding
as of January 11, 2008.
|
UPCO
is
the direct beneficial owner of 532,709 shares of Common Stock, which, when
added
to the 1,901,006 shares of Common Stock held by URACO and the 635,973 shares
of
Common Stock held by URS II, results in UPCO beneficially owning 3,069,688
shares of Common Stock, or 38.6% of the 7,944,516 shares of Common Stock
outstanding as of January 11, 2008.
Mrs.
Urstadt is the direct beneficial owner of 21,300 shares of Common Stock, or
.3%
of the 7,944,516 shares of Common Stock outstanding as of January 11,
2008.
URACO
is
the direct beneficial owner of 1,901,006 shares of Common Stock, or 23.9% of
the
7,944,516 shares of Common Stock outstanding as of January 11, 2008.
URS
II is
the direct beneficial owner of 635,973 shares of Common Stock, or 8% of the
7,944,516 shares of Common Stock outstanding as of January 11, 2008.
Mr.
Biddle is the direct beneficial owner of 1,650,855 shares of Common Stock
individually, which, when added to the 5,163 shares of Common Stock owned by
P.T. Biddle (Deceased) IRA for the benefit of Willing Biddle, the 5,030 shares
of Common Stock held by Mr. Biddle’s wife, Catherine Urstadt Biddle, the 3,017
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 1,667,442 shares of Common Stock, or 21% of
the
7,944,516 shares of Common Stock outstanding as of January 11, 2008.
(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 532,709
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.
|
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 635,973 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 1,658,325 shares of Common Stock.
(c)
|
On
January 11, 2008, January 10, 2008, January 9, 2008 and January 7,
2008,
Mr. Biddle purchased shares of Common Stock on the open market in
amounts
of 4,600 shares, 2,600 shares, 14,400 shares and 1,400 shares,
respectively, at prices ranging from $14.18 to $14.36 for the January
11
th
purchase, $14.31 to $14.59 for the January 10
th
purchase, $13.77 to $13.92 for the January 9
th
purchase and $14.07 to $14.10 for the January 7
th
purchase.
|
On
January 4, 2008, UPCO and Mr. Urstadt entered into an agreement, pursuant to
which UPCO and Mr. Urstadt transferred Common Stock of the Issuer to URS II
in
amounts of 758 shares and 75,000 shares, respectively.
On
January 2, 2008, the Issuer entered into an agreement with Mr. Biddle whereby
Mr. Biddle was granted a restricted stock award of 95,000 shares of Common
Stock
pursuant to the Issuer’s Amended and Restated Restricted Stock Award
Plan.
On
January 2, 2008, the Issuer entered into an agreement with Mr. Urstadt whereby
Mr. Urstadt was granted a restricted stock award of 75,000 shares of Common
Stock pursuant to the Issuer’s Amended and Restated Restricted Stock Award
Plan.
On
December 18, 2007, December 17, 2007, November 7, 2007 and November 5, 2007,
Mr.
Biddle purchased Common Stock on the open market in amounts of 5,000 shares,
3,700 shares, 1,000 shares, and 1,500 shares, respectively, at prices ranging
from $15.61 to $15.99 for the December 18
th
purchase and $15.83 to $15.98 for the December 17
th
purchase, at a price of $16.75 for the November 7
th
purchase, and at prices ranging from $16.69 to $16.75 for the November 5
th
purchase.
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
371,250 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, and Mr. Biddle is the direct beneficial owner of 582,500 restricted
shares of Common Stock issued pursuant to the Restricted Stock Award
Plan.
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:
1.
|
Joint
Filing Agreement, dated January 15,
2008.
|
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 15, 2008
/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
1
AGREEMENT
The
undersigned hereby agree that this
Amendment No. 14 to the Schedule 13D with respect to the beneficial ownership
of
shares of Common Stock of Urstadt Biddle Properties Inc. is filed jointly,
on
behalf of each of them.
Dated: January
15, 2008
/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 LP
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