8-K

United States

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

__________________

FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 13, 2008

Commission File Number 1-12803

URSTADT BIDDLE PROPERTIES INC.

(Exact Name of Registrant in its Charter)

Maryland	04-2458042
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)
321 Railroad Avenue, Greenwich, CT	06830
(Address of principal executive offices)	(Zip Code)

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:

□   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 3.02                      Unregistered Sales of Equity Securities.

On March 13, 2008, Urstadt Biddle Properties Inc. (the “Company”) issued and sold to WFC Holdings Corporation (“WFC Holdings”), a holding company for Wells Fargo Bank N.A., 2,400,000 shares of its 8.50% Series E Senior Cumulative Preferred Stock, $0.01 par value per share and liquidation preference $25 per share (the “Series E Preferred Stock”), for an aggregate purchase price of $60,000,000.  For a discussion of the terms of the Series E Preferred Stock, see the information in Item 5.03 of this Current Report.

The purchase and sale of the Series E Preferred Stock was made pursuant to an Investment Agreement, dated as of March 13, 2008 (the “Investment Agreement”), between the Company and WFC Holdings.  Among other matters, the Investment Agreement provides for a one-time investment monitoring fee payable to WFC Holdings of $1.8 million.  In addition, the Company and WFC Holdings entered into a Registration Rights Agreement, dated as of March 13, 2008, giving WFC Holdings limited registration rights to cause the Company to file a shelf registration statement on Form S-3 in the event that WFC Holdings cannot sell the shares of Series E Preferred Stock pursuant to Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), without restriction.  The Company also granted WFC Holdings and any subsequent holder of the Series E Preferred Stock a waiver, solely as to shares of the Series E Preferred Stock, of the 7.5% ownership limitation contained in the Company’s charter.

The Company used approximately $15.2 million of the net proceeds of the placement to redeem all 150,000 outstanding shares of the Company’s 8.99% Series B Cumulative Preferred Stock at a redemption price per share equal to thestated value of $100 per share plus accrued and unpaid dividends.  The Company intends to use the remaining net proceeds for the acquisition of income producing properties consistent with the Company’s current business strategy, the repayment of debt, and other general business purposes.  Pending such use of the net proceeds, the Company will use the net proceeds to make investments in short-term income-producing securities.

The shares were sold in a private placement pursuant to the exemption from the registration requirements of the Securities Act provided by Regulation D under the Securities Act.

Item 5.03                      Amendment to Articles of Incorporation or Bylaws.

On March 13, 2008, the Company filed with the State of Maryland Articles Supplementary relating to the Series E Preferred Stock (the “Articles Supplementary”), which Articles Supplementary were effective on filing. The Articles Supplementary classify 2,400,000 authorized but unissued shares of the Company's preferred stock into 2,400,000 shares of Series E Preferred Stock.

The Series E 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 April 30, 2008 at the rate of 8.50% per annum of the $25 per share liquidation preference.  In the event the Company violates the fixed charged coverage ratio, the capitalization ratio or the unencumbered asset ratio discussed below for two or more dividend payment periods or fails to satisfy, upon request, its registration obligations under the Registration Rights Agreement, the interest rate will increase by 200 basis points for the duration of the violation or failure. If the Company remains in violation of a ratio for consecutive dividend payment dates, the interest rate will increase to the greater of the discount rate plus 700 basis points or 15% for the duration of the violation. 

The Series E Preferred Stock is not redeemable before March 13, 2013, except in certain limited circumstances.  On and after March 13, 2013, the Company may redeem the Series E 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.  In the event of a change of control of the Company (as defined in the Articles Supplementary), the Company will have the right to call, and the holders will have the right to put, the outstanding shares of Series E Preferred Stock.

The Series E Preferred Stock ranks senior to all classes or series of the Company’s common stock and to all equity securities issued by the Company, 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, and junior to all existing and future indebtedness of the Company.

Holders of shares of the Series E Preferred Stock generally do not have any voting rights. If, however, the Company has not paid dividends on the Series E Preferred Stock for three or more quarterly periods, whether or not consecutive, holders of the Series E 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 and dividends for the current quarterly period on the Series E Preferred Stock and such other series of preferred stock have been paid or declared and set apart for payment.

The Articles Supplementary contain customary covenants, including the requirement that the Company maintain a fixed charge coverage ratio of not less than 1.50 to 1.00 and a capitalization ratio of not more than 0.55 to 1.00 (as such terms are defined in the Articles Supplementary).  In addition, the Company must maintain a specified portion of its assets unencumbered.

Item 8.01                      Other Events.

On March 14, 2008, the Company issued a press release announcing the closing of the Series E Preferred Stock private placement.

Item 9.01                      Financial Statements and Exhibits.

(d)            The following exhibits are filed as a part of this Current Report.

99.1           Press release of the Company, dated March 14, 2008

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:   March 19, 2008	URSTADT BIDDLE PROPERTIES INC.
	(Registrant)
	/s/ James R. Moore
	James R. Moore
	Executive Vice President & Chief Financial Officer

EXHIBIT INDEX

Number                        Exhibit

99.1                                Press release of the Company, dated March 14, 2008

EX-99.1

For Immediate Release

Contact:                 Willing Biddle, COO

James R. Moore, CFO

John T. Hayes, Controller

Urstadt Biddle Properties Inc.

(203) 863-8200

Urstadt Biddle Properties Inc.

Announces Private Placement of $60 Million

Series E Preferred Stock

Greenwich, Connecticut,March 14, 2008.  Urstadt Biddle Properties Inc. (“Company”) (NYSE: UBA and UBP) today announced that it completed the sale of $60 million of a new Series E Senior Cumulative Preferred Stock (“Preferred Stock”) in a private placement to WFC Holdings Corporation, a holding company for Wells Fargo Bank N.A. ..  The Preferred Stock pays preferential cumulative cash dividends at the rate of 8.5% per annum and has no stated maturity date and is not subject to any sinking fund or mandatory redemption.  The Preferred Stock has a five year no call provision after which it can be called only at the discretion of the Company.  The issue contains customary covenants that require the Company to maintain certain debt coverage and capitalization ratios and to keep a certain percentage of its real estate assets unencumbered.  WFC Holdings Corporation has registration rights in the event that it is not able to freely sell the shares under Rule 144 of the Securities Act.

The Company used a portion of the net proceeds of the placement to redeem the Company’s 8.99% Series B Cumulative Preferred Stock.  The remaining proceeds will be used for the acquisition of income producing properties consistent with the Company’s current business strategy, the repayment of debt, and other general business purposes.  Pending such use of the net proceeds, the Company will use the net proceeds to make investments in short-term income-producing securities.

Commenting on the financing transaction, Willing Biddle, UBP’s President and Chief Operating Officer said, “We are pleased to announce the sale of this new issue of preferred stock at what the Company believes is a very competitive dividend yield in today’s currently challenging credit environment that has seen very few new sales of preferred stock in the REIT sector.  It is important that the Company have immediate access to funds at favorable terms and rates in order to help us capitalize on what we believe will be an improving real estate acquisitions market in the near term.  Last month the Company also completed a new three year $50 Million Revolving Credit Facility, which under certain circumstances can be increased to $100 million, with the Bank of New York Mellon and Wells Fargo Bank N.A. that along with the Preferred Stock issue gives the Company substantial buying power in order to achieve its acquisition objectives.  We are pleased with our expanded relationship with Wells Fargo, one of the nation’s leading financial institutions, which has a particular expertise in real estate.”

Urstadt Biddle Properties Inc. is a self-administered equity real estate investment trust providing investors with a means of participating in ownership of income-producing properties with the liquidity of being listed on the New York Stock Exchange since 1969.  UBP owns or has interests in 42 properties containing approximately 3.9 million square feet of space and has paid 153 consecutive quarters of uninterrupted dividends to its shareholders since its inception in 1969.

The sale of the shares of preferred stock has not been registered under the Securities Act of 1933, as amended, or applicable state securities laws and the shares may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy the shares, nor shall there be any sale of the shares in any state in which such offer solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

Certain statements contained herein may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.  Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.  Such factors include, among other things, risks associated with the timing of and costs associated with property improvements, financing commitments and general competitive factors