SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT No.1
FORM 8-K/A
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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): January 24, 2006
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URSTADT BIDDLE PROPERTIES INC.
(Exact Name of Registrant as Specified in Charter)
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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
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(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)
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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))
On January 27, 2006, the Registrant filed a Form 8-K relating to a change in the
Registrant's Certifying Accountant. The Registrant is hereby amending the
filing solely to add the interim period of November 1, 2005 through
January 24, 2006 through which there were no disputes with Ernst & Young LLP and
to include a new letter from Ernst & Young stating that it agrees with the
statements herein. The full text of the filing is restated below.
Item 4.01 Changes in Registrant's Certifying Accountant
On January 24, 2006, the Audit Committee of the Registrant's Board of
Directors agreed, by resolution, to end the engagement with Registrant's
independent registered public accounting firm, Ernst & Young LLP ("Ernst &
Young") as of the completion of the audit for the year ended October 31, 2005.
Effective January 24, 2006, the Audit Committee of the Registrant engaged PKF,
Certified Public Accountants, a Professional Corporation ("PKF") as the
Company's new independent registered public accounting firm to audit the
Company's consolidated financial statements as of and for the year ended October
31, 2006.
Ernst & Young's reports on the Registrant's consolidated financial
statements as of and for the years ended October 31, 2005 and 2004 did not
contain an adverse opinion or disclaimer of opinion, and were not qualified or
modified as to uncertainty, audit scope, or accounting principles.
In connection with the audits of the Registrant's consolidated
financial statements for each of the fiscal years ended October 31, 2005 and
2004 and through January 24, 2006, there were no disagreements with Ernst &
Young on any matters of accounting principles or practices, financial statement
disclosure, or auditing scope and procedures, which disagreements, if not
resolved to the satisfaction of Ernst & Young would have caused them to make
reference to the matter in their report. In addition, there have been no
reportable events as defined in Item 304 (a) (1) (v) of Regulation S-K.
The Company requested Ernst & Young to furnish it a letter addressed to
the Securities and Exchange Commission stating whether it agrees with the above
statements. A copy of that letter, dated February 1, 2006 is filed as Exhibit
16.1 to this Form 8-K.
The Registrant has given Ernst & Young authorization to fully respond
to the inquiries of the Registrant's new accountants, PKF, concerning the
previous financial statements audited by Ernst & Young. The Registrant placed no
limitations upon Ernst & Young, whatsoever.
Neither the Registrant nor anyone acting on its behalf has consulted
with PKF regarding the application of accounting principles to any specified
transaction, either completed or proposed, or the type of audit opinion that
might be rendered on the Registrant's financial statements, or any other matters
of reportable events listed in Item 304 (a) (2) (i) and (ii) of Regulation S-K.
Item 9.01 Financial Statements, Pro Forma Financial Information and
Exhibits.
(c) Exhibits
16.1 Letter from Ernst & Young to the Securities and Exchange Commission
dated February 1, 2006
99.1 Press release announcing change in Registrant's certifying accountant
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.
Dated February 3, 2006 URSTADT BIDDLE PROPERTIES INC.
(Registrant)
By: /s/ James R. Moore
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Name: James R. Moore
Title: Executive Vice President &
Chief Financial Officer
EXHIBIT INDEX
Number Exhibit
16.1 Letter from Ernst & Young dated February 1, 2006
99.1 Press Release dated January 27, 2006