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Section 1: 8-K (FORM 8K NEW DIRECTORSHIP - WSTEPHENS 09042019)


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): September 4, 2019
__________________



URSTADT BIDDLE PROPERTIES INC.
(Exact Name of Registrant as Specified in Charter)
__________________

STATE OF MARYLAND
(State or Other Jurisdiction
of Incorporation)
1-12803
(Commission File Number)
04-2458042
(I.R.S. Employer
Identification No.)

321 Railroad Avenue, Greenwich, CT
(Address of Principal Executive Offices)
 
06830
(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 (see General Instruction A.2. below):
 
 ☐

Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 ☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 ☐

Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 ☐

Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
 
Trading Symbol(s)
 
Name of each exchange on which registered
         
Common Stock, par value $.01 per share
 
UBP
 
New York Stock Exchange
         
Class A Common Stock, par value $.01 per share
 
UBA
 
New York Stock Exchange
         
6.75% Series G Cumulative Preferred Stock
 
UBPPRG
 
New York Stock Exchange
         
6.25% Series H Cumulative Preferred Stock
 
UBPPRH
 
New York Stock Exchange
         
Common Stock Rights to Purchase Preferred Shares
 
N/A
 
New York Stock Exchange
         
Class A Common Stock Rights to Purchase Preferred Shares
 
N/A
 
New York Stock Exchange
 
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
 
Emerging growth company
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.


Item 5.02      Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 4, 2019, Willis H. Stephens, Jr. was appointed a member of the Board of Directors (the "Board") of Urstadt Biddle Properties Inc. ("Company") to fill a vacancy created by the recent passing of Mr. George Lawrence.  Mr. Stephens will serve as a Class III director until the next annual meeting of stockholders in 2020, and will also serve on the Nominating and Corporate Governance Committee of the Board.  Pursuant to the Board's standard compensation policy for non-employee directors, Mr. Stephens will receive a $30,000 annual cash retainer payable quarterly in arrears, as well as $2,200 for each meeting of the Board or committee he attends in person and $1,100 for each meeting he attends by telephone.  Each director is also annually awarded 1,200 restricted shares of common stock.


Mr. Stephens, 63, is an attorney who has been in private practice for forty years with a concentration in real estate transactions, land use development and litigation.  He has served as the Town Attorney for the Town of Southeast, New York since 2007, advising the town on, among other things, municipal, zoning, planning, labor and employment, land use, litigation and transactional matters.  He has also been a member of The Stephens Law Firm, PLLC since 2006 and serves, among other things, as General Counsel for the United Cerebral Palsy Association of Putnam and Southern Dutchess Counties, Inc.  Previously, he also served as a member of the New York State Assembly from January 1995 to December 2006.   He currently serves on several philanthropic and non-profit boards, including as a charter member of the Executive Committee of the Southeast Rotary Club, a chapter of Rotary International.  He was previously a Board Member of Citizens Environmental Research Institute and an Advisory Board Member for Trinity-Pawling School, a private preparatory school.


There are no arrangements between Mr. Stephens and any other person pursuant to which Mr. Stephens was appointed as a director, nor are there any transactions to which the Company is or was a participant and in which Mr. Stephens has a material interest subject to disclosure under Item 404(a) of Regulation S-K.


A copy of the press release announcing the appointment of Mr. Stephens to the board of directors of the Company is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(a)
Not applicable

(b)
Not applicable

(c)
Not applicable.

(d)
The following exhibit is furnished as part of this report:
Press release dated September 4, 2019 is filed as Exhibit 99.1.

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:   September 4, 2019
URSTADT BIDDLE PROPERTIES INC.
 
(Registrant)
   
   
  /s/ John T. Hayes
 
John T. Hayes
 
Senior Vice President & Chief Financial Officer


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Section 2: EX-99.1 (EXHIBIT 99.1 WSTEPHENS PRESS RELEASE 09042019)

EXHIBIT 99.1
For Immediate Release
Contact:   Willing Biddle, CEO
       John T. Hayes, CFO
       Urstadt Biddle Properties Inc.
(203) 863-8200


Urstadt Biddle Properties Inc. Announces the Appointment of Willis H. Stephens, Jr. to
the Board of Directors


GREENWICH, Conn.--(BUSINESS WIRE) - Urstadt Biddle Properties Inc. (NYSE: UBA and UBP) announced that on September 4, 2019, the Board of Directors of the Company appointed Willis H. Stephens, Jr. to fill a vacancy on the Board of Directors.

Mr. Stephens is an attorney who has been in private practice for forty years with a concentration in real estate transactions, land use development and litigation.  He has served as the Town Attorney for the Town of Southeast, New York, since 2007, advising the town on, among other things, municipal, zoning, planning, labor and employment, land use, litigation and transactional matters.  He also serves as General Counsel for the United Cerebral Palsy Association of Putnam and Southern Dutchess Counties, Inc., a provider of residential and rehabilitative services for people with developmental disabilities.  Mr. Stephens served as a member of the New York State Assembly from January 1995 to December 2006.   He currently serves on several philanthropic and non-profit boards, including as a charter member of the Executive Committee of the Southeast Rotary Club, a chapter of Rotary International.  He was previously a Board Member of Citizens Environmental Research Institute and an Advisory Board Member for Trinity-Pawling School, a private preparatory school.

Willing L. Biddle, President and CEO, commented “We are very pleased that Will Stephens has joined our Board of Directors.  His experience in land use zoning and approvals, as well as his familiarity with the markets in which we operate will surely add value as we adapt and potentially densify our properties in light of the changing retail environment.”
Urstadt Biddle Properties Inc. is a self-administered equity real estate investment trust which owns or has equity interests in 83 properties containing approximately 5.3 million square feet of space. Listed on the New York Stock Exchange since 1970, it provides investors with a means of participating in ownership of income-producing properties. It has paid 198 consecutive quarters of uninterrupted dividends to its shareholders since its inception and has raised total dividends to its shareholders for the last 25 consecutive years.
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.





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