-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TUVMsHvHTZKCxbUXvna5AFfjT1WS0QET0uKHYy19iF7n4vn24PnBokzO/8ozzlKv f2Xktip5zlKoGo6joNYrjA== 0000950136-02-001132.txt : 20020418 0000950136-02-001132.hdr.sgml : 20020418 ACCESSION NUMBER: 0000950136-02-001132 CONFORMED SUBMISSION TYPE: POS462B PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20020418 EFFECTIVENESS DATE: 20020418 FILER: COMPANY DATA: COMPANY CONFORMED NAME: URSTADT BIDDLE PROPERTIES INC CENTRAL INDEX KEY: 0001029800 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 042458042 STATE OF INCORPORATION: MD FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: POS462B SEC ACT: 1933 Act SEC FILE NUMBER: 333-69858 FILM NUMBER: 02614609 BUSINESS ADDRESS: STREET 1: C/O HRE PROPERTIES INC STREET 2: 321 RAILROAD AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2038638200 MAIL ADDRESS: STREET 1: 321 RAILROAD AVENUE CITY: GREENWICH FORMER COMPANY: FORMER CONFORMED NAME: HRE PROPERTIES INC DATE OF NAME CHANGE: 19961230 POS462B 1 file001.txt REGISTRATION STATEMENT EXPLANATORY NOTE On October 26, 2001, Urstadt Biddle Properties Inc. ("we" or "us") filed with the Securities and Exchange Commission a registration statement pursuant to Rule 462(b) under the Securities Act. As a result of electronic transmission errors beyond our control, certain pages from the registration statement were not filed with the Commission. In accordance with Rule 103 of Regulation S-T, we are correcting this error by filing a complete version of the registration statement. The information in the attached registration statement is provided as of October 25, 2001 and has not been updated since that date. This filing is being made solely for the purpose of filing the information omitted from the prior filing. AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 26, 2001 REGISTRATION NO. 333-________ ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------- FORM S-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 URSTADT BIDDLE PROPERTIES INC. (Exact name of registrant as specified in its charter) MARYLAND 04-2458042 (State or other jurisdiction of (I.R.S. Employer Identification No.) Incorporation or Organization) 321 RAILROAD AVENUE GREENWICH, CONNECTICUT 06830 (203) 863-8200 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) CHARLES J. URSTADT WILLING L. BIDDLE CHAIRMAN AND CHIEF EXECUTIVE OFFICER PRESIDENT AND CHIEF OPERATING OFFICER URSTADT BIDDLE PROPERTIES INC. URSTADT BIDDLE PROPERTIES INC. 321 RAILROAD AVENUE 321 RAILROAD AVENUE GREENWICH, CONNECTICUT 06830 GREENWICH, CONNECTICUT 06830 (203) 863-8200 (203) 863-8200 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: THOMAS J. DRAGO, ESQ. DAVID C. WRIGHT, ESQ. COUDERT BROTHERS LLP HUNTON & WILLIAMS GRACE BUILDING RIVERFRONT PLAZA, EAST TOWER 1114 AVENUE OF THE AMERICAS 951 EAST BYRD STREET NEW YORK, NEW YORK 10036-7703 RICHMOND, VIRGINIA 23219-4074 (212) 626-4400 (804) 788-8200 Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. [ ] If the registrant elects to deliver its latest annual report to security holders, or a complete and legible facsimile thereof, pursuant to Item 11(a)(1) of this Form, check the following box. [ ] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [X] Registration No. 333-69858 If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] _____________ If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] _____________ If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.
CALCULATION OF REGISTRATION FEE ==================================================================================================================== PROPOSED MAXIMUM OFFERING PROPOSED AMOUNT OF TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE PRICE PER MAXIMUM AGGREGATE REGISTRATION TO BE REGISTERED REGISTERED SHARE (1) OFFERING PRICE (1) FEE - -------------------------------------------------------------------------------------------------------------------- Class A Common Stock, par value $.01 per share (2) 920,000 (3) $9.30 $8,556,000 $2,139 ====================================================================================================================
(1) Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(c) under the Securities Act of 1933, as amended, based upon the closing price of the Class A Common Stock on the New York Stock Exchange on October 25, 2001. (2) This registration statement also relates to the rights to purchase shares of Series A Participating Preferred Stock of the Registrant which are attached to all shares of Class A Common Stock issued pursuant to the terms of the Registrant's Amended and Restated Rights Agreement dated July 31, 1998. Until the occurrence of certain prescribed events, the rights are not exercisable, are evidenced by the certificates for the Class A Common Stock and will be transferred with and only with such Class A Common Stock. Because no separate consideration is paid for the rights, the registration fee therefor is included in the fee for the Class A Common Stock. (3) Includes 120,000 shares of Class A Common Stock which may be purchased by the underwriters solely to cover over-allotments, if any. ================================================================================ EXPLANATORY NOTE This Registration Statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the "Act"), and General Instruction III of Form S-2. The contents of the Registration Statement on Form S-2 (Registration No. 333-69858) filed by Urstadt Biddle Properties Inc. (the "Company") pursuant to the Act with the Securities and Exchange Commission (the "Commission") on September 21, 2001, as amended, including the exhibits thereto, and declared effective by the Commission on October 25, 2001, is incorporated herein by reference. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets the requirements for filing on Form S-2 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Greenwich, State of Connecticut, October 25, 2001. URSTADT BIDDLE PROPERTIES INC. By:/s/ Charles J. Urstadt ------------------------- Charles J. Urstadt Chairman of the Board and Chief Executive Officer SIGNATURES Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated. By:/s/ Charles J. Urstadt Chairman, Chief Executive October 25, 2001 ---------------------- Officer and Director (Principal Charles J. Urstadt Executive Officer) By: * President, Chief Operating October 25, 2001 ---------------------- Officer and Director Willing L. Biddle By: * Executive Vice President and October 25, 2001 ---------------------- Chief Financial Officer James R. Moore By: * Director October 25, 2001 ---------------------- E. Virgil Conway By: * Director October 25, 2001 ---------------------- Charles D. Urstadt By: * Director October 25, 2001 ---------------------- Peter Herrick By: * Director October 25, 2001 ---------------------- Robert R. Douglass By: * Director October 25, 2001 ---------------------- George H.C. Lawrence By: * Director October 25, 2001 ---------------------- George J. Vojta * By: Charles J. Urstadt /s/ Charles J. Urstadt - ------------------------------ Charles J. Urstadt, individually and as an attorney-in-fact for each such other person pursuant to the power of attorney previously filed as part of the registration statement of the Registrant (Registration No. 333-69858). EXHIBIT INDEX EXHIBIT DESCRIPTION NUMBER *1.1 Form of Underwriting Agreement to be entered into by and among the Company, Ferris, Baker Watts, Incorporated, J.J.B. Hilliard, W.L. Lyons, Inc. and Advest, Inc. 4.1 Amended Articles of Incorporation of the Company, (incorporated by reference to Exhibit C of Amendment No. 1 to Registrant's Statement on Form S-4 (No. 333-19113)). 4.2 Articles Supplementary of the Company (incorporated by reference to Annex A of Exhibit 4.1 of the Registrant's Current Report on Form 8-K dated August 3, 1998). 4.3 Articles Supplementary of the Company (incorporated by reference to Exhibit 4.1 of the Registrant's Current Report on Form 8-K dated January 8, 1998). 4.4 Articles Supplementary of the Company (incorporated by reference to Exhibit A of Exhibit 4.1 of the Registrant's Current Report on Form 8-K dated March 12, 1998). 4.5 By-laws of the Company, (incorporated by reference to Exhibit D of Amendment No. 1 to Registrant's Registration Statement on Form S-4 (No. 333-19113). **5.1 Opinion of Miles & Stockbridge P.C. **8.1 Opinion of Coudert Brothers LLP as to Tax Matters. 10.1 Form of Indemnification Agreement entered into between the Registrant and each of its Directors and for future use with Directors and officers of the Company (incorporated herein by reference to Exhibit 10.1 of the Registant's Annual Report on Form 10-K for the year ended October 31, 1989). 10.2 Amended and Restated Change of Control Agreement between the Registrant and James R. Moore dated November 15, 1990 (incorporated herein by reference to Exhibit 10.3 of the Registrant's Annual Report on Form 10-K for the year ended October 31, 1990) 10.3 Amended and Restated Rights Agreement between the Company and The Bank of New York, as Rights Agent, dated as of July 31, 1998 (incorporated herein by reference to Exhibit 10-1 of the Registrant's Current Report on Form 8-K dated November 5, 1998). 10.4 Change of Control Agreement dated as of June 12, 1990 between the Registrant and Raymond P. Argila (incorporated herein by reference to Exhibit 10.7 of the Registrant's Annual Report on Form 10-K for the year ended October 31, 1990). 10.4.1 Agreement dated December 19, 1991 between the Registrant and Raymond P. Argila amending the Change of Control Agreement dated as of June 12, 1990 between the Registrant and Raymond P. Argila (incorporated herein by reference to Exhibit 10.6.1 of the Registrant's Annual Report on Form 10-K for the year ended October 31, 1991). 10.5 Change of Control Agreement dated as of December 20, 1990 between the Registrant and Charles J. Urstadt (incorporated herein by reference to Exhibit 10.8 of the Registrant's Annual Report on Form 10-K for the year ended October 31, 1990). 10.6 Amended and Restated HRE Properties Stock Option Plan (incorporated herein by reference to Exhibit 10.8 of the Registrant's Annual Report on Form 10-K for the year ended October 31, 1991). 10.6.1 Amendments to HRE Properties Stock Option Plan dated June 9, 1993(incorporated herein by reference to Exhibit 10.6.1 of the Registrant's Annual Report on Form 10-K for the year ended October 31, 1995). 10.6.2 Form of Supplemental Agreement with Stock Option Plan Participants (non-statutory options). (incorporated by reference to Exhibit 10.6.2 of the Registrant's Annual Report on Form 10-K for the year ended October 31, 1998). 10.6.3 Form of Supplemental Agreement with Stock Option Plan Participants (statutory options). (incorporated by reference to Exhibit 10.6.2 of the Registrant's Annual Report on Form 10-K for the year ended October 31, 1998). 10.7 Amended and Restated Dividend Reinvestment and Share Purchase Plan (incorporated herein by reference to the Registrant's Registration Statement on Form S-3 (No. 333-64381). 10.8 Amended and Restated Change of Control Agreement dated as of November 6, 1996 between the Registrant and Willing L. Biddle (incorporated by reference to Exhibit 10.7 of the Registrant's Annual Report on Form 10-K for the year ended October 31, 1996). 10.9 Countryside Square Limited Partnership Agreement of Limited Partnership dated as of November 22, 1996 between HRE Properties, as General Partner and the persons whose names are set forth on Exhibit A of the Agreement, as Linited Partners (incorporated by reference to Exhibit I of the Registrant's Current Report on Form 8-K dated November 22, 1996) 10.10 Restricted Stock Plan (incorporated by reference to Exhibit B of Amendment No. 1 to Registrant's Registration Statement Form S-4 (No. 333-19113)). 10.10.1 Form of Supplemental Agreement with Restricted Shareholders (incorporated by reference to Exhibit 10.6.2 of the Registrant's Annual Report on Form 10-K for the year ended October 31, 1998). 10.11 Excess Benefit and Deferred Compensation Plan (incorporated by reference to Exhibit 10.10 of the Registrant's Annual Report on Form 10-K for the year ended October 31, 1998). 10.12 Purchase and Sale Agreement, dated September 9, 1998 by and between Goodwives Center Limited Partnership, as seller, and UB Darien, Inc., a wholly owned subsidiary of the Registrant, as purchaser (incorporated by reference to Exhibit 10 of the Registrant's Current Report on Form 8-K dated September 23, 1998). 10.13 Subscription Agreement, dated January 8, 1998, by and among the Company and the Initial Purchasers (incorporated by reference to Exhibit 4.2 of the Registrant's Current Report on Form 8-K dated January 8, 1998). 10.14 Registration Rights Agreement, dated January 8, 1998, by and among the Company and the Initial Purchasers (incorporated by reference to Exhibit 4.3 of the Registrant's Current Report on Form 8-K dated January 8, 1998). 10.15 Waiver and Amendment of Registration Rights Agreement dated as of April 16, 1999, by and among the Company and the Initial Purchasers (incorporated by reference to Exhibit 10.15 of the Registrant's Annual Report on Form 10-K for the year ended October 31, 1999). 10.16 Amendment to Shareholder Rights Agreement dated as of September 22, 1999 between the Company and the Rights Agent (incorporated by reference to Exhibit 10.18 of the Registrant's Annual Report on Form 10-K for the year ended October 31, 1999). 10.17 Waiver and Amendment of Registration Rights Agreement dated as of December 6, 1999 by and among the Company and the Initial Purchasers (incorporated by reference to Exhibit 10.17 of the Registrant's Annual Report on Form 10-K for the year ended October 31, 2000). 10.18 Amended and Restated Restricted Stock Award Plan effective December 9, 1999 as approved by the Registrant's shareholders on March 15, 2000 (incorporated by reference to Exhibit 10.18 of the Registrant's Annual Report on Form 10-K for the year ended October 31, 2000). 10.19 Amended and Restated Stock Option Plan adopted June 28, 2000 (incorporated by reference to Exhibit 10.19 of the Registrant's Annual Report on Form 10-K for the year ended October 31, 2000). 10.20 Promissory Note and Stock Pledge Agreement dated January 5, 2001 by Willing L. Biddle in favor or the Registrant (incorporated by reference to Exhibit 10.20 of the Registrant's Annual Report on Form 10-K for the year ended October 31, 2000). *13.1.1 Annual Report on Form 10-K for the year ended October 31, 2000 *13.1.2 Quarterly Report on Form 10-Q for the quarter ended January 31, 2001 *13.1.3 Quarterly Report on Form 10-Q for the quarter ended April 30, 2001 *13.1.4 Quarterly Report on Form 10-Q for the quarter ended July 31, 2001 **23.1 Consent of Arthur Andersen LLP **23.2 Consent of Miles & Stockbridge P.C. (included in Exhibit 5.1). **23.3 Consent of Coudert Brothers LLP (included in Exhibit 8.1.). *24.1 Power of Attorney (located on the signature page of this Registration Statement). - ------------------- * Previously filed as part of the Registrant's registration statement on Form S-2 (Registration No. 333-69858. ** As filed herewith. EX-5.1 3 file002.txt CONSENT OF MILES & STOCKBRIDGE [MILES & STOCKBRIDGE LETTERHEAD] Exhibit 5.1 October 25, 2001 Urstadt Biddle Properties Inc. 321 Railroad Avenue Greenwich, Connecticut 06830 Ladies and Gentlemen: In connection with the registration under the Securities Act of 1933 (the "Act") of 920,000 shares of Class A Common Stock, par value $0.01 per share (the "Class A Shares"), of Urstadt Biddle Properties Inc., a Maryland corporation (the "Company"), on its 462(b) Registration Statement on Form S-2 (No. 333- ) (the "Registration Statement"), we have examined such records, certificates and documents as we deemed necessary for the purpose of this opinion. Based on that examination, we advise you that in our opinion the Class A Shares have been duly and validly authorized and, when issued upon the terms set forth in the Registration Statement, will be legally issued, fully paid and non-assessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving our consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission thereunder. The opinion expressed herein is limited to the matters set forth in this letter and no other opinion should be inferred beyond the matters expressly stated. Very truly yours, Miles & Stockbridge P.C. By:/s/ J.W. Thompson Webb ---------------------- Principal EX-8.1 4 file003.txt OPINION OF COUDERT BROTHERS LLP AS TO TAX MATTERS Exhibit 8.1 COUDERT BROTHERS LLP ATTORNEYS AT LAW NORTH AMERICA DENVER, LOS ANGELES, MONTREAL, 1114 AVENUE OF THE AMERICAS NEW YORK, PALO ALTO, SAN FRANCISCO, SAN JOSE, NEW YORK, NY 10036-7703 WASHINGTON TEL: (212) 626-4400 FAX: (212) 626-4120 EUROPE WWW.COUDERT.COM ANTWERP, BERLIN, BRUSSELS, FRANKFURT, GHENT, LONDON, MILAN, MOSCOW, MUNICH, PARIS, ST. PETERSBURG ASIA/PACIFIC ALMATY, BANGKOK, BEIJING, HONG KONG, JAKARTA, SINGAPORE, SYDNEY, TOKYO ASSOCIATED OFFICES BUDAPEST, MEXICO CITY, PRAGUE, ROME, SHANGHAI, STOCKHOLM October 25, 2001 Urstadt Biddle Properties Inc. 321 Railroad Avenue Greenwich, Connecticut 06830 Urstadt Biddle Properties Inc. Qualification as Real Estate Investment Trust Ladies and Gentlemen: We have acted as counsel to Urstadt Biddle Properties Inc., a Maryland real estate investment trust (the "Company"), in connection with the preparation of a Form S-2 registration statement, File No. 333 - 69858 (the "Registration Statement") and a Rule 462(b) registration statement on Form S-2 in connection therewith (the "Rule 462(b) Registration Statement"), filed with the Securities and Exchange Commission ("SEC") with respect to the public offering and sale by the Company of shares of the Class A Common Stock (the "Offered Shares"), par value $0.01 per share, of the Company . You have requested our opinion regarding certain U.S. federal income tax matters. In connection with the opinions rendered below, we have examined the following: 1) the Company's Amended and Restated Articles of Incorporation, as filed with the State Department of Assessments and Taxation of Maryland on January 30, 1997; 2) the Company's Bylaws; 3) the Registration Statement and the Rule 462(b) Registration Statement; 4) the Partnership Agreements for each partnership (or other entity, such as a limited liability company, which normally is classified as a partnership for U.S. Federal income tax purposes) in which the Company has owned an interest after October 31, 1997 (the "Partnerships"); and 5) such other documents as we have deemed necessary or appropriate for purposes of this opinion. In connection with the opinions rendered below, we have assumed generally that: COUDERT BROTHERS LLP October 25, 2001 Page 2 of 3 - -------------------------------------------------------------------------------- 1. Each of the documents referred to above has been duly authorized, executed and delivered; is authentic, if an original, or is accurate, if a copy; and has not been amended. 2. During the Company's fiscal year ended October 31, 1998, and subsequent fiscal years, the Company, the Partnerships and the corporations in which the Company owns an interest (the "Corporations") have operated and will continue to operate in such a manner that makes and will continue to make the representations contained in a certificate, dated as of the date hereof and executed by a duly appointed officer of the Company (the "Officer's Certificate"), true for such years. 3. No amendments to the organizational documents of the Company, the Partnerships and the Corporations will be made after the date of this opinion that would affect the Company's qualification as a real estate investment trust (a "REIT") for any taxable year. 4. No action will be taken by the Company, the Partnerships or the Corporations after the date hereof that would have the effect of altering the facts upon which the opinions set forth below are based. In connection with the opinions rendered below, we also have relied upon the correctness of the representations contained in the Officer's Certificate. Where such factual representations contained in the Officer's Certificate involve terms defined in the Internal Revenue Code of 1986, as amended (the "Code"), the Treasury regulations thereunder (the "Regulations"), published rulings of the Internal Revenue Service (the "Service"), or other relevant authority, we have explained such terms to the Company's representatives and are satisfied that the Company's representatives understand such terms so as to enable them to accurately make such factual representations. Based solely on the documents and assumptions set forth above, the representations set forth in the Officer's Certificate, the discussion in the Registration Statement under the caption "Federal Income Tax Consequences of Our Status as a REIT" (which is incorporated herein by reference), and without further investigation, we are of the opinion that: (a) the Company qualified to be taxed as a REIT pursuant to sections 856 through 860 of the Code, for its fiscal years ended October 31, 1998 through October 31, 2000, and the Company's organization and current and proposed method of operation will enable it to continue to qualify as a REIT for its fiscal year ending October 31, 2001, and in the future; (b) the Partnerships were classified as, and were treated as, partnerships for U.S. Federal income tax purposes for the Company's fiscal year ended October 31, 1998, and subsequent fiscal years; and (c) the description of the law and the legal conclusions contained in the Registration Statement under the caption "Federal Income Tax Consequences of Our Status as a REIT", which are incorporated by reference in the Rule 462(b) Registration Statement, are correct in all material respects, and the discussion COUDERT BROTHERS LLP October 25, 2001 Page 3 of 3 - -------------------------------------------------------------------------------- thereunder fairly summarizes the federal income tax considerations that are likely to be material to a holder of the Offered Shares. Except as described herein, we have performed no further due diligence and have made no efforts to verify the accuracy and genuineness of the documents and assumptions set forth above, or the representations set forth in the Officer's Certificate. We will not review on a continuing basis the Company's compliance with the documents or assumptions set forth above, or the representations set forth in the Officer's Certificate. Accordingly, no assurance can be given that the actual results of the Company's operations for its fiscal year ending October 31, 2001, and subsequent fiscal years will satisfy the requirements for qualification and taxation as a REIT. The foregoing opinions are based on current provisions of the Code and the Regulations, published administrative interpretations thereof, and published court decisions. The Service has not issued Regulations or administrative interpretations with respect to various provisions of the Code relating to REIT qualification. No assurance can be given that the law will not change in a way that will prevent the Company from qualifying as a REIT. We hereby consent to the filing of this opinion as an exhibit to the Rule 462(b) Registration Statement and to the use of our name as it appears under the captions "Federal Income Tax Consequences of Our Status as a REIT" and "Legal Opinions" in the Registration Statement, which are incorporated by reference in the Rule 462(b) Registration Statement. In giving this consent, we do not admit that we are in the category of persons whose consent is required by Section 7 of the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder by the SEC. The foregoing opinions are limited to the U.S. federal income tax matters addressed herein, and no other opinions are rendered with respect to other federal tax matters or to any issues arising under the tax laws of any other country, or any state or locality. We undertake no obligation to update the opinions expressed herein after the date of this letter. This opinion letter is solely for the information and use of the addressee, and it may not be distributed, relied upon for any purpose by any other person, quoted in whole or in part or otherwise reproduced in any document, or filed with any governmental agency without our express written consent. Very truly yours, /s/ Coudert Brothers LLP Coudert Brothers LLP EX-23.1 5 file004.txt CONSENT OF ARTHUR ANDERSEN LLP EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the use of our report included in this registration statement and to the incorporation by reference in this registration statement of our report dated December 13, 2000, except for note 14 as to which the date is January 5, 2001, included in Urstadt Biddle Properties Inc.'s Form 10-K for the year ended October 31, 2000 and to all references to our Firm included in this registration statement. /s/ Arthur Anderson LLP - ------------------------ Arthur Andersen LLP New York, New York October 25, 2001 -----END PRIVACY-ENHANCED MESSAGE-----