SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): APRIL 7, 2005 ------------------ URSTADT BIDDLE PROPERTIES INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER) ------------------ STATE OF MARYLAND 1-12803 04-2458042 ----------------- ------- ---------- (STATE OR OTHER JURISDICTION (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER OF INCORPORATION) IDENTIFICATION NO.) 321 RAILROAD AVENUE, GREENWICH, CT 06830 ---------------------------------- ----- (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) (203) 863-8200 -------------- (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) 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: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. Urstadt Biddle Properties Inc. (the "Company") entered into an Underwriting Agreement, dated as of April 7, 2005 (the "Underwriting Agreement"), between the Company and Deutsche Bank Securities Inc., as sole bookrunning manager for the underwriters named therein (collectively, the "Underwriters"). Pursuant to the Underwriting Agreement, the Company agreed to sell to the Underwriters 1,000,000 shares of its 7.5% Series D Senior Cumulative Preferred Stock, $.01 par value per share (the "Series D Preferred Stock"), at a price of $24.2125 per share, for resale to the public by the Underwriters at $25 per share. The Company also gave the Underwriters an option to purchase up to 150,000 additional shares of the Series D Preferred Stock solely to cover over-allotments. The closing of the sale of the 1,000,000 shares of Series D Preferred Stock contemplated by the Underwriting Agreement is expected to occur on April 12, 2005. A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this report. ITEM 5.03 AMENDMENT TO ARTICLES OF INCORPORATION OR BYLAWS. On April 8, 2005, the Company filed with the State of Maryland Articles Supplementary relating to the Series D Preferred Stock (the "Articles Supplementary"), which Articles Supplementary were effective on filing. The Articles Supplementary classify 1,150,000 authorized but unissued shares of the Company's preferred stock into 1,150,000 shares of Series D Preferred Stock. The Series D Preferred Stock entitles the holders thereof to cumulative cash dividends payable quarterly in arrears on or about January 31, April 30, July 31 and October 31 of each year beginning on July 31, 2005 at the rate of 7.5% per annum of the $25 per share liquidation preference. The Series D Preferred Stock is not redeemable before April 12, 2010, except in limited circumstances relating to the ownership limitation necessary to preserve the Company's qualification as a REIT or a change in control of the Company. On and after April 12, 2010, the Company will be able to redeem the Series D Preferred Stock for cash, in whole or from time to time in part, at a price per share equal to the liquidation preference plus accumulated, accrued and unpaid dividends, if any, to the redemption date, without interest. The Series D Preferred Stock ranks Senior to the Company's common stock and Class A common stock, and on the same level as the Company's remaining outstanding shares of preferred stock, with respect to the payment of dividends and the distributions upon liquidation, dissolution or winding up. Holders of shares of the Series D Preferred Stock generally do not have any voting rights. If, however, the Company has not paid dividends on the Series D Preferred Stock for six or more quarterly periods, whether or not consecutive, holders of the Series D Preferred Stock, together with holders of other classes of preferred stock of the Company with similar rights, will be entitled to elect two additional directors to the Company's board of directors until all unpaid dividends on the Series D Preferred Stock and such other series of preferred stock have been paid or declared and set apart for payment and dividends thereon for the current quarterly period have been declared and paid or declared and set apart for payment. Certain material adverse changes to the terms of the Series D Preferred Stock cannot be made without the affirmative vote of at least 66-2/3% of the outstanding shares of Series D Preferred Stock. A copy of the Articles Supplementary is filed as Exhibit 4.1 to this report. ITEM 8.01 OTHER EVENTS. On April 8, 2005, the Company issued a press release announcing the pricing of the Series D Preferred Stock offering. A copy of the press release is filed as Exhibit 99.1 to this report. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. The following exhibits are filed herewith: EXHIBIT NO. DESCRIPTION 1.1 Underwriting Agreement between Urstadt Biddle Properties Inc. and Deutsche Bank Securities Inc., dated April 7, 2005 4.1 Articles Supplementary relating to the 7.5% Series D Senior Cumulative Preferred Stock setting forth the powers, preferences and rights, and the qualifications, limitations and restrictions thereof 5.1 Opinion of Miles & Stockbridge P.C. 8.1 Opinion of Coudert Brothers LLP as to tax matters 23.1 Consent of Miles & Stockbridge P.C. (included in Exhibit 5.1) 23.2 Consent of Coudert Brothers LLP (included in Exhibit 8.1) 99.1 Press release dated April 8, 2005 -2- 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. Date: April 8, 2005 URSTADT BIDDLE PROPERTIES INC. (Registrant) By: /s/ James R. Moore -------------------------------------- Name: James R. Moore Title: Executive Vice President & Chief Financial Officer URSTADT BIDDLE PROPERTIES INC. INDEX TO EXHIBITS EXHIBIT NO. DESCRIPTION 1.1 Underwriting Agreement between Urstadt Biddle Properties Inc. and Deutsche Bank Securities Inc., dated April 7, 2005 4.1 Articles Supplementary relating to the 7.5% Series D Senior Cumulative Preferred Stock setting forth the powers, preferences and rights, and the qualifications, limitations and restrictions thereof 5.1 Opinion of Miles & Stockbridge P.C. 8.1 Opinion of Coudert Brothers LLP as to tax matters 23.1 Consent of Miles & Stockbridge P.C. (included in Exhibit 5.1) 23.2 Consent of Coudert Brothers LLP (included in Exhibit 8.1) 99.1 Press release dated April 8, 2005