UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 |
|
SCHEDULE 13D
|
(Rule 13d-101)
|
|
(Amendment No. 31)*
|
|
Urstadt Biddle Properties Inc.
|
(Name of Issuer)
|
(Title of Class of Securities)
|
|
|
917286106
|
(CUSIP Number)
|
|
Willing L. Biddle
President and Chief Executive Officer
Urstadt Biddle Properties Inc.
321 Railroad Avenue
Greenwich, Connecticut 06830
(203) 863-8200
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communication) |
|
|
May 17, 2023
(Date of Event which Requires Filing of this Statement)
|
|
CUSIP No. 917286106
|
SCHEDULE 13D/A
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
||||
|
|
|
|
|||
|
|
Urstadt Property Company, Inc.
|
|
|||
|
|
|
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
||||
|
|
|
(b) ☐
|
|||
|
|
|
|
|||
3
|
SEC USE ONLY
|
|||||
|
|
|||||
4
|
SOURCE OF FUNDS (See Instructions)
|
|
||||
|
|
|
||||
|
|
Not Applicable
|
|
|||
|
|
|
|
|||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
☐
|
||||
|
|
|
|
|||
|
|
Not Applicable
|
|
|||
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
|
|
||||
|
|
|
||||
|
|
3,286,578
|
|
|||
|
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
||||
|
|
|
||||
|
|
-0-
|
|
|||
|
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
||||
|
|
|
||||
|
|
3,286,578
|
|
|||
|
|
|
|
|
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
||||
|
|
|
||||
|
|
3,286,578
|
|
|||
|
|
|
||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
☐
|
||||
|
|
|
||||
|
|
|
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
||||
|
|
|
||||
|
|
31.7%
|
|
|||
|
|
|
||||
14
|
TYPE OF REPORTING PERSON (See Instructions)
|
|
||||
|
|
|
||||
|
|
CO
|
|
|||
|
|
|
CUSIP No. 917286106
|
SCHEDULE 13D/A
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
||||
|
|
|
|
|||
|
|
Elinor F. Urstadt
|
|
|||
|
|
|
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
||||
|
|
|
(b) ☐
|
|||
|
|
|
|
|||
3
|
SEC USE ONLY
|
|||||
|
|
|||||
4
|
SOURCE OF FUNDS (See Instructions)
|
|
||||
|
|
|
||||
|
|
Not Applicable
|
|
|||
|
|
|
|
|||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
☐
|
||||
|
|
|
|
|||
|
|
Not Applicable
|
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
||||
|
|
|
|
|||
|
|
United States of America
|
|
|||
|
|
|
|
|||
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
|
SOLE VOTING POWER
|
|
|||
|
|
|
||||
|
|
306,050
|
|
|||
|
|
|
||||
8
|
SHARED VOTING POWER
|
|
||||
|
|
|
||||
|
|
3,787,148
|
|
|||
|
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
||||
|
|
|
||||
|
|
306,050
|
|
|||
|
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
||||
|
|
|
||||
|
|
3,787,148
|
|
|||
|
|
|
|
|
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
||||
|
|
|
||||
|
|
4,093,198
|
|
|||
|
|
|
||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
☐
|
||||
|
|
|
||||
|
|
|
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
||||
|
|
|
||||
|
|
39.5%
|
|
|||
|
|
|
||||
14
|
TYPE OF REPORTING PERSON (See Instructions)
|
|
||||
|
|
|
||||
|
|
IN
|
|
|||
|
|
|
CUSIP No. 917286106
|
SCHEDULE 13D/A
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
||||
|
|
|
|
|||
|
|
Urstadt Realty Associates Co LP
|
|
|||
|
|
|
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
||||
|
|
|
(b) ☐
|
|||
|
|
|
|
|||
3
|
SEC USE ONLY
|
|||||
|
|
|||||
4
|
SOURCE OF FUNDS (See Instructions)
|
|
||||
|
|
|
||||
|
|
Not Applicable
|
|
|||
|
|
|
|
|||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
☐
|
||||
|
|
|
|
|||
|
|
Not Applicable
|
|
|||
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
|
|
||||
|
|
|
||||
|
|
1,942,431
|
|
|||
|
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
||||
|
|
|
||||
|
|
-0-
|
|
|||
|
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
||||
|
|
|
||||
|
|
1,942,431
|
|
|||
|
|
|
|
|
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
||||
|
|
|
||||
|
|
1,942,431
|
|
|||
|
|
|
||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
☐
|
||||
|
|
|
||||
|
|
|
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
||||
|
|
|
||||
|
|
18.8%
|
|
|||
|
|
|
||||
14
|
TYPE OF REPORTING PERSON (See Instructions)
|
|
||||
|
|
|
||||
|
|
PN
|
|
|||
|
|
|
CUSIP No. 917286106
|
SCHEDULE 13D/A
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
||||
|
|
|
|
|||
|
|
Urstadt Realty Shares II L.P.
|
|
|||
|
|
|
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
||||
|
|
|
(b) ☐
|
|||
|
|
|
|
|||
3
|
SEC USE ONLY
|
|||||
|
|
|||||
4
|
SOURCE OF FUNDS (See Instructions)
|
|
||||
|
|
|
||||
|
|
Not Applicable
|
|
|||
|
|
|
|
|||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
☐
|
||||
|
|
|
|
|||
|
|
Not Applicable
|
|
|||
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
|
|
||||
|
|
|
||||
|
|
455,721
|
|
|||
|
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
||||
|
|
|
||||
|
|
-0-
|
|
|||
|
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
||||
|
|
|
||||
|
|
455,721
|
|
|||
|
|
|
|
|
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
||||
|
|
|
||||
|
|
455,721
|
|
|||
|
|
|
||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
☐
|
||||
|
|
|
||||
|
|
|
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
||||
|
|
|
||||
|
|
4.4%
|
|
|||
|
|
|
||||
14
|
TYPE OF REPORTING PERSON (See Instructions)
|
|
||||
|
|
|
||||
|
|
PN
|
|
|||
|
|
|
CUSIP No. 917286106
|
SCHEDULE 13D/A
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
||||
|
|
|
|
|||
|
|
Willing L. Biddle
|
|
|||
|
|
|
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
||||
|
|
|
(b) ☐
|
|||
|
|
|
|
|||
3
|
SEC USE ONLY
|
|||||
|
|
|||||
4
|
SOURCE OF FUNDS (See Instructions)
|
|
||||
|
|
|
||||
|
|
OO
|
|
|||
|
|
|
|
|||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
☐
|
||||
|
|
|
|
|||
|
|
Not Applicable
|
|
|||
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
|
|
||||
|
|
|
||||
|
|
4,479,570
|
|
|||
|
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
||||
|
|
|
||||
|
|
-0-
|
|
|||
|
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
||||
|
|
|
||||
|
|
4,479,570
|
|
|||
|
|
|
|
|
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
||||
|
|
|
||||
|
|
4,479,570
|
|
|||
|
|
|
||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
☐
|
||||
|
|
|
||||
|
|
|
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
||||
|
|
|
||||
|
|
43.2%
|
|
|||
|
|
|
||||
14
|
TYPE OF REPORTING PERSON (See Instructions)
|
|
||||
|
|
|
||||
|
|
IN
|
|
|||
|
|
|
CUSIP No. 917286106
|
SCHEDULE 13D/A
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
||||
|
|
|
|
|||
|
|
Catherine U. Biddle
|
|
|||
|
|
|
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
||||
|
|
|
(b) ☐
|
|||
|
|
|
|
|||
3
|
SEC USE ONLY
|
|||||
|
|
|||||
4
|
SOURCE OF FUNDS (See Instructions)
|
|
||||
|
|
|
||||
|
|
Not Applicable
|
|
|||
|
|
|
|
|||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
☐
|
||||
|
|
|
|
|||
|
|
Not Applicable
|
|
|||
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
|
|
||||
|
|
|
||||
|
|
4,479,570
|
|
|||
|
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
||||
|
|
|
||||
|
|
-0-
|
|
|||
|
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
||||
|
|
|
||||
|
|
4,479,570
|
|
|||
|
|
|
|
|
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
||||
|
|
|
||||
|
|
4,479,570
|
|
|||
|
|
|
||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
☐
|
||||
|
|
|
||||
|
|
|
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
||||
|
|
|
||||
|
|
43.2%
|
|
|||
|
|
|
||||
14
|
TYPE OF REPORTING PERSON (See Instructions)
|
|
||||
|
|
|
||||
|
|
IN
|
|
|||
|
|
|
(a) |
In her capacity as executor of Mr. Charles J. Urstadt’s estate, Mrs. Urstadt may be deemed to have beneficial ownership of the 125,000 shares of Common Stock in Mr.
Urstadt’s estate.
|
(b) |
UPCO and Mrs. 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 888,426 shares of Common
Stock directly owned by UPCO in view of the fact that Mrs. Urstadt and the estate of Mr. Urstadt own a controlling amount of the outstanding voting securities of UPCO.
|
(c) |
Except as set forth in this Schedule 13D, as amended, none of UPCO, Mrs. Urstadt, URACO, URS II, Mr. Biddle or Mrs. 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.
|
1.
|
Joint Filing Agreement, dated May 19, 2023.
|
2.
|
Agreement and Plan of Merger, dated as of May 17, 2023, by and among Urstadt Biddle Properties Inc., Regency Centers Corporation, Hercules Merger Sub, LLC, UB Maryland I, Inc., and UB Maryland II, Inc. (incorporated by reference to Exhibit 2.1 to Urstadt Biddle Properties Inc.’s Current Report on Form
8-K, as filed on May 18, 2023).
|
3.
|
Voting Agreement, dated as of May 17, 2023, by and among Urstadt Biddle Properties Inc., Regency Centers Corporation, Urstadt Property Company, Inc., Elinor F. Urstadt, Urstadt Realty Associates Co LP, Urstadt Realty Shares II L.P., Willing L. Biddle and Catherine U. Biddle (incorporated by reference to Exhibit
10.1 to Urstadt Biddle Properties Inc.’s Current Report on Form 8-K, as filed on May 18, 2023).
|
SIGNATURES
|
|
URSTADT PROPERTY COMPANY, INC.
|
||
|
By:
|
/s/ Charles D. Urstadt
|
|
Name: |
Charles D. Urstadt
|
||
Title: |
Chairman of the Board and President
|
|
/s/ Elinor F. Urstadt | ||
Elinor F. Urstadt
|
|
URSTADT REALTY ASSOCIATES CO LP
By: URSTADT PROPERTY COMPANY, INC., Its sole general partner
|
||
|
By:
|
/s/ Charles D. Urstadt
|
|
Name: |
Charles D. Urstadt
|
||
Title: |
Chairman of the Board and President
|
|
URSTADT REALTY SHARES II L.P.
By: URSTADT PROPERTY COMPANY, INC., Its sole general partner
|
||
|
By:
|
/s/ Charles D. Urstadt
|
|
Name: |
Charles D. Urstadt
|
||
Title: |
Chairman of the Board and President
|
|
/s/ Willing L. Biddle | ||
Willing L. Biddle
|
|
/s/ Catherine U. Biddle | ||
Catherine U. Biddle
|
Name and Title
|
Present Principal Occupation or Employment
|
Citizenship
|
|||
Charles D. Urstadt
Chairman of the Board and President
|
Chairman of the Board and President of Urstadt Property Company, Inc.; Chairman of the Board and President of Two Park Place Corp.
|
United States
|
|||
Catherine Urstadt Biddle
Executive Vice President and Secretary
|
Executive Vice President and Secretary of Urstadt Property Company, Inc.; Executive Vice President and Secretary of Two Park Place Corp. |
United States
|
|||
Elinor P. Biddle
Vice President
|
Vice President of Urstadt Property Company, Inc. |
United States
|
Patricia Gisolfi
Treasurer
|
Assistant Secretary and Treasurer of Urstadt Property Company, Inc.; Assistant Secretary and Treasurer of Two Park Place Corp. |
United States
|
|
URSTADT PROPERTY COMPANY, INC.
|
||
|
By:
|
/s/ Charles D. Urstadt
|
|
Name: |
Charles D. Urstadt
|
||
Title: |
Chairman of the Board and President
|
|
/s/ Elinor F. Urstadt | ||
Elinor F. Urstadt
|
|
URSTADT REALTY ASSOCIATES CO LP
By: URSTADT PROPERTY COMPANY, INC., Its sole general partner
|
||
|
By:
|
/s/ Charles D. Urstadt
|
|
Name: |
Charles D. Urstadt
|
||
Title: |
Chairman of the Board and President
|
|
URSTADT REALTY SHARES II L.P.
By: URSTADT PROPERTY COMPANY, INC., Its sole general partner
|
||
|
By:
|
/s/ Charles D. Urstadt
|
|
Name: |
Charles D. Urstadt
|
||
Title: |
Chairman of the Board and President
|
|
/s/ Willing L. Biddle | ||
Willing L. Biddle
|
|
/s/ Catherine U. Biddle | ||
Catherine U. Biddle
|