<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
AMREP Corporation
------------------------------------
Name of Issuer
Common Stock
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(Title of Class of Securities)
032159105
----------------
CUSIP Number
Nick G. Karabots
P. O. Box 736
Fort Washington, PA 19034
(215) 643-5800
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 31, 1994
------------------------------------
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13D-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7)
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
PAGE 1 OF 17
EXHIBIT INDEX ON PAGE 10
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CUSIP No. 032159105 Page 2 of 10 pages
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Nick G. Karabots ###-##-####
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)[ ]
(b)[ ]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
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4. SOURCE OF FUNDS*
PF, BK, AF, OO
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7. SOLE VOTING POWER
NUMBER OF 1,784,913
SHARES -----------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING PERSON -----------------------------------
WITH 9. SOLE DISPOSITIVE POWER
1,784,913
-----------------------------------
10. SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,784,913
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.5%
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14. TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 032159105 Page 3 of 10 Pages
This Amendment No. 3 to Schedule 13D ("Statement") amends and restates the
entire text of the statement on Schedule 13D dated August 4, 1993, as amended by
Amendment No. 1 dated December 22, 1993 and Amendment No. 2 dated January 21,
1994, each as previously filed in paper format, relating to the Common Stock,
$.10 par value, of AMREP Corporation, an Oklahoma corporation. This Statement
is the first electronic amendment to the Schedule 13D filed by the reporting
person with respect to such Common Stock.
ITEM 1. SECURITY AND ISSUER
This Statement relates to the Common Stock, par value $.10 per share (the
"Common Stock"), of AMREP Corporation, an Oklahoma corporation (the
"Corporation"). The Corporation's principal executive offices are located at 10
Columbus Circle, New York, NY 10019.
ITEM 2. IDENTITY AND BACKGROUND
This Statement is being filed by Nick G. Karabots ("Mr. Karabots"). Mr.
Karabots' principal business address is P.O. Box 736, Fort Washington, PA
19034. His principal occupation is owning and operating businesses, primarily
in the fields of printing, publishing and real estate development. Mr. Karabots
is a United States citizen.
Before December 31, 1993, certain of the shares reported in this Statement
were beneficially owned by Mr. Karabots indirectly through Kappa Publishing
Group, Inc., a Pennsylvania corporation ("Kappa") and SLC Graphics, Inc., a
Delaware corporation ("SLC"). Mr. Karabots is the controlling shareholder, sole
director and chief executive officer of each of Kappa and SLC. The principal
business addresses of both Kappa and SLC is P.O. Box 736, Fort Washington, PA
19034. On December 31, 1993, Kappa transferred all of its shares of the
Corporation to SLC.
During the last five years, none of the persons named in this Item 2 has
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), or been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
been or become subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Mr. Karabots acquired beneficial ownership of an aggregate of 575,593
shares (the "Shares") of the Common Stock on August 4, 1993 at a closing (the
"Closing") of the transactions contemplated in an Agreement and Plan of
Reorganization, dated August 4, 1993 (the "Agreement"), between the Corporation
and Capital Distributing Co., a Pennsylvania corporation ("Capital"), Kappa and
Mr. Karabots. Mr. Karabots is the sole shareholder, sole director and chief
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CUSIP No. 032159105 Page 4 of 10 pages
executive officer of Capital. A copy of the Agreement is filed as Exhibit A
hereto and incorporated herein by reference.
Under the terms of the Agreement, Capital and Kappa assigned and
transferred to the Corporation, and the Corporation acquired from Capital and
Kappa, certain rights, titles and interests in and to certain distribution
contracts with publishers of the magazines distributed by Capital and Kappa, in
exchange solely for the Shares (of which 500,593 were acquired by Capital and
75,000 were acquired by Kappa) and the assumption by the Corporation of certain
obligations under the assigned contracts. (See Sections 2.2 and 3.1 of the
Agreement.)
At the Closing, Capital assigned, transferred and delivered 500,593 Shares,
being all of the Shares acquired by Capital from the Corporation, to Mr.
Karabots in satisfaction of a portion of a secured debt obligation of Capital to
Mr. Karabots. The value of such Shares for the purpose of satisfying such debt
obligation was to be determined by an independent valuation to be conducted by
Deloitte & Touche or another firm satisfactory to Capital. The closing price of
the Common Stock on August 4, 1993 was $7 1/8 per share as reported in The Wall
Street Journal (Eastern Edition).
Mr. Karabots acquired beneficial ownership of an aggregate of 13,000 shares
of Common Stock of the Corporation through open market purchases made by SLC on
December 22, 23 and 27, 1993. SLC made these purchases using general corporate
funds.
Mr. Karabots acquired beneficial ownership of 1,196,320 shares (the
"Bedford Shares") of Common Stock held by Peter B. Bedford ("Mr. Bedford"), upon
entering into a Share Purchase Agreement with Mr. Bedford on January 21, 1994
(the "Share Purchase Agreement"), a copy of which is attached as Exhibit D
hereto and incorporated herein by reference. Mr. Karabots intends to acquire
the Bedford Shares in accordance with the Share Purchase Agreement, either
directly or through a controlled corporation, and may use personal funds,
corporate funds, borrowed funds or a combination thereof to consummate the
acquisition, depending upon the circumstances at such time.
ITEM 4. PURPOSE OF TRANSACTION
Mr. Karabots has acquired all of the shares reported on this Statement as
an investment. Mr. Karabots believes that the Common Stock represents a good
investment, and, depending upon market conditions, it is Mr. Karabots' good
faith intention to acquire at least 25 percent of the issued and outstanding
shares of Common Stock.
Alternatively, while it is not the present intention of Mr. Karabots to do
so, depending upon market conditions and the course of action that Mr. Karabots
determines to pursue, Mr. Karabots may, directly or indirectly, discontinue
purchasing shares of Common Stock at any time, and, in compliance with
applicable securities laws and certain restrictions contained in the Transfer
Agreement referred to in Item 6 below, Mr. Karabots may, directly or indirectly,
attempt to dispose of some or all of the Shares and any other shares of Common
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CUSIP No. 032159105 Page 5 of 10 pages
Stock then beneficially owned by him, in the open market, in privately
negotiated transactions or otherwise.
Under the Agreement, the Corporation agreed to take certain steps to place
Mr. Karabots on its board of directors (the "Board"). (See Item 6 below and
Section 7.1 of the Agreement). Mr. Karabots now serves as a member of the Board
and routinely participates in discussions with the Chairman and other directors
of the Corporation relating, among other things, to the selection of directors
and the filling of vacancies on the Board. Mr. Karabots also participates, as a
member of the Board, in making nominations of persons to serve as directors of
the Corporation.
Other than as disclosed in this Statement, none of the persons named in
Item 2 above presently has any plan or proposal that relates to or might result
in:
(a) The acquisition by any person of additional securities of the issuer,
or the disposition of securities of the issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the issuer or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of the issuer or any
of its subsidiaries;
(d) Any change in the present board of directors or management of the
issuer, including any plans or proposals to change the number or term
of directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend policy
of the issuer;
(f) Any other material change in the issuer's business or corporate
structure including but not limited to, if the issuer is a registered
closed-end investment company, any plans or proposals to make any
changes in its investment policy for which a vote is required by
section 13 of the Investment Company Act of 1940;
(g) Changes in the issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control
of the issuer by any person;
(h) Causing a class of securities of the issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted
in an inter-dealer quotation system of a registered national
securities association;
(i) A class of equity securities of the issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act;
or
(j) Any action similar to any of those enumerated above.
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CUSIP No. 032159105 Page 6 of 10 pages
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Mr. Karabots beneficially owns all of the 1,784,913 shares of Common
Stock reported on this Statement, which shares represent approximately 24.5% of
the outstanding shares of the Common Stock.1/ For a brief period at the
Closing and prior to the transfer of 500,593 Shares to Mr. Karabots, Capital
beneficially owned 500,593 Shares, which represented approximately 7% of the
outstanding shares of the Common Stock, but since the Closing, Capital has not
beneficially owned any shares of the Common Stock. (See Item 3 above.)
(b) Mr. Karabots has sole voting and sole dispositive power as to all of
the 1,784,913 shares of Common Stock reported on this Statement.
(c) None.
(d) None.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
The Corporation has agreed, subject to certain conditions, that it will
include Mr. Karabots (or, in certain circumstances, his designee) in the slate
of nominees to be recommended for election to the Corporation's board of
directors and that the shares of the Corporation represented by proxies
solicited on behalf of the board of directors with respect to such election
which may be voted in favor of Mr. Karabots' election will be so voted. The
Corporation's obligations in this regard are conditioned upon (a) Mr. Karabots
and his affiliates continuing to own, beneficially, a majority of the Shares,
(b) Mr. Karabots not suffering from any disability which renders him unable to
discharge his duties and responsibilities as a director and (c) no event
existing as to Mr. Karabots as described in any of subdivisions (1) through (6)
of Item 401(f) of Regulation S-K of the Securities and Exchange Commission as in
effect on August 4, 1993. (See Section 7.1 of the Agreement and Item 4 above.)
At the Closing, a Stock Transfer Agreement, dated August 4, 1993 (the
"Transfer Agreement"), was entered into between the Corporation, Capital, Kappa
and Mr. Karabots, a copy of which is filed as Exhibit B hereto and incorporated
herein by reference. Under the Transfer Agreement, Mr. Karabots and Kappa are
subject to certain restrictions on the transfer of the Shares. (See Section 2
of the Transfer Agreement.)
At the Closing, Mr. Karabots also entered into an Additional Publications
Agreement dated August 4, 1993 (the "Additional Publications Agreement") with
Kable News Company, Inc., an Illinois corporation and wholly-owned subsidiary
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1/ The percentage of outstanding shares of the Common Stock was
calculated with reference to the shares outstanding as of December 10,
1993, as reported in the Corporation's Quarterly Report on Form 10-Q for
the quarterly period ended October 31, 1993.
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CUSIP No. 032159105 Page 7 of 10 pages
of the Corporation ("Kable"), a copy of which is filed as Exhibit C hereto and
incorporated herein by reference. The Additional Publications Agreement
provides that if Mr. Karabots or an affiliate acquires a Controlling Interest in
a Covered Publication (as those terms are defined in Section 1 of the Additional
Publications Agreement) of which Kable is the distributor, the terms and
conditions of the then existing distribution contract with Kable will continue
for the remaining term of the contract, and after the expiration of such term,
Kable and the Controlled Publisher (as defined in Section 1 of the Additional
Publications Agreement) will enter into a new distribution contract with
specified provisions. (See Section 3(a) of the Additional Publications
Agreement.) Mr. Karabots has no obligations under the Additional Publications
Agreement in respect of any such acquisition of a Covered Publication of which
Kable is not the distributor, or with respect to any new publication not subject
to an existing distribution contract with Kable, so long as he and his
affiliates continue to own a majority of the 575,593 Shares acquired from the
Corporation on August 4, 1993. From and after such time as Mr. Karabots and his
affiliates own less than a majority of such Shares and subject to certain time
and other conditions, if Mr. Karabots or an affiliate acquires a Controlling
Interest in a Covered Publication of which Kable is not the distributor, Kable
and the Controlled Publisher will be required to enter into a distribution
contract for a three-year term with specified provisions. (See Section 3(b) of
the Additional Publications Agreement.) Likewise, if a Controlled Publisher
begins to publish a new publication which is not subject to an existing
distribution contract with Kable, Kable and the Controlled Publisher will be
required to enter into a distribution contract as to such new publication with
specified provisions. (See Section 3(c) of the Additional Publications
Agreement.)
On January 21, 1994, Mr. Karabots and Mr. Bedford entered into the Share
Purchase Agreement, which provides for the purchase of the Bedford Shares by Mr.
Karabots at a price of ten dollars per share or a total purchase price of
$11,963,200. The Share Purchase Agreement provides that Mr. Karabots may assign
his right to purchase the Bedford Shares to a corporation controlled by him. In
accordance with the Share Purchase Agreement, the purchase and sale of the
Bedford Shares will be consummated at a closing to be held on February 14, 1994,
subject to the termination prior to that date of all applicable waiting periods
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the rules and
regulations thereunder, or, if such termination has not occurred prior to that
date, as soon as practicable after the expiration or earlier termination of such
waiting periods, or on such other date as Messrs. Karabots and Bedford may
agree. See Exhibit D (Section 1.1).
Except as disclosed in this statement on Schedule 13D, there are no
contracts, arrangements, understandings or relationships (legal or otherwise)
among the persons named in Item 2 or between such persons and any other person
with respect to any securities of the Corporation.
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CUSIP No. 032159105 Page 8 of 10 pages
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following are filed herewith as exhibits:
A. Agreement and Plan of Reorganization, dated August 4, 1993, between
AMREP Corporation and Capital Distributing Co., Kappa Publishing Group, Inc. and
Nick G. Karabots.
B. Stock Transfer Agreement, dated August 4, 1993, between AMREP
Corporation, Capital Distributing Co., Kappa Publishing Group, Inc. and Nick G.
Karabots.
C. Additional Publications Agreement dated August 4, 1993 between Kable
News Company, Inc. and Nick G. Karabots.
D. Share Purchase Agreement, dated January 21, 1994, between Nick G.
Karabots and Peter B. Bedford.
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CUSIP No. 032159105 Page 9 of 10 pages
SIGNATURE
---------
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
February 3, 1994 /s/ Nick G. Karabots
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Date Nick G. Karabots
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CUSIP No. 032159105 Page 10 of 10 pages
EXHIBIT INDEX
Exhibit Page No.
- ------- --------
Share Purchase Agreement, dated January 21, 1994,
between Nick G. Karabots and Peter B. Bedford 11
(previously filed in paper format with Amendment No. 2)
<PAGE>
SHARE PURCHASE AGREEMENT
This Share Purchase Agreement ("Agreement") is made and entered into on
the 21st day of January, 1994, by and between Nick G. Karabots, a resident of
Pennsylvania ("Karabots"), and Peter B. Bedford, a resident of California
("Bedford"), with reference to the following background:
A. Bedford is the owner of 1,196,320 shares (the "Shares") of the
Common Stock, par value $.10 per share, of AMREP Corporation, an Oklahoma
corporation ("AMREP").
B. Bedford wishes to sell the Shares to Karabots for $10.00 per share
or a total purchase price of $11,963,200, and Karabots wishes to purchase the
Shares for such purchase price.
NOW, THEREFORE, intending to be legally bound, the parties agree as
follows:
ARTICLE I - The Sale
1.1 The Sale. At a closing (the "Closing") to be held at the offices
of Greene, Radovsky, Maloney & Share, Suite 4200, Spear Street Tower, One Market
Plaza, San Francisco, California, on February 14, 1994, or if the condition
specified in Sections 3.1(d) and 3.2(b) hereof shall not then have been
satisfied, then as promptly as practicable after the date on which such
condition shall have been satisfied, but in no event later than ten days after
such condition shall have been satisfied, or at such other place or on such
other date as the parties hereto shall mutually agree (the "Closing Date"),
Bedford shall sell to Karabots, and Karabots shall purchase from Bedford, the
Shares for a price per share of $10.00, or an aggregate purchase price of
$11,963,200 (the "Purchase Price"), payable in accordance with Section 1.2
hereof.
1.2 Payment of Purchase Price and Delivery of Shares. At the Closing,
Bedford shall deliver to Karabots the certificates representing the Shares free
and clear of all pledges, liens, encumbrances, claims and other charges of any
kind (including, without limitation, any agreements, subscriptions, options,
warrants, calls, commitments or rights of any character granting to any person
any interest in or right to acquire from Bedford at any time or upon the
happening of any stated event, any of the Shares) (collectively, "Encumbrances")
other than the rights of Karabots pursuant to this Agreement, and duly endorsed
in blank or with separate stock powers attached thereto and executed in blank
(in each case, with all signatures medallion guaranteed by a financial
institution that is a member of The Securities Transfer Association Medallion
Program, New York Stock Exchange Medallion Program or Stock Exchange Medallion
Program), in exchange for the delivery by Karabots to Bedford of the Purchase
<PAGE>
Price by wire transfer of federal funds to such bank account as shall be
specified in a written notice from Bedford delivered to Karabots not less than
three business days prior to the Closing Date.
1.3 Equitable Remedies. Bedford acknowledges that the Shares are
unique and otherwise not available and agrees that in addition to any other
remedies, Karabots may invoke any equitable remedies to enforce delivery of the
Shares hereunder, including, without limitation, an action or suit for specific
performance.
ARTICLE II - Representations and Warranties
2.1 Representations and Warranties of Bedford. Bedford hereby
represents and warrants to Karabots as follows:
(a) Ownership of the Shares. Bedford is the lawful owner,
beneficially and of record, of the Shares. On the date hereof, the Shares
are free and clear of all Encumbrances except for the liens existing
pursuant to a pledge agreement in favor of Kemper Investors Life Insurance
Company and another pledge agreement in favor of FKLA Realty Corporation,
as agent for a group of lenders (collectively, the "Liens") and the rights
of Karabots pursuant to this Agreement. On the Closing Date, the Liens
will have been removed and the Shares will be free and clear of all
Encumbrances except for the rights of Karabots pursuant to this Agreement.
The Shares constitute all of the shares of capital stock of AMREP owned,
beneficially or of record, by Bedford.
(b) Authority Relative to this Agreement. Bedford has the power to
execute, deliver and perform this Agreement and to carry out his
obligations hereunder. Bedford is not subject to or obligated under any
contract provision or other agreement, or subject to any order, decree,
law, rule or regulation, which would be violated by his executing and
carrying out this Agreement and selling the Shares to Karabots as provided
herein. No authorization, consent or approval of any third party is
necessary for the consummation by him of the transactions contemplated
hereby, except for the authorization and consent of Kemper Investors Life
Insurance Company and FKLA Realty Corporation, as agent for a group of
lenders, with respect to the removal of the Liens, which will have been
obtained prior to the Closing Date.
(c) Status of Shares. All of the Shares were purchased by Bedford
in open market purchases consummated between November 27, 1989 and November
9, 1990, upon the terms and conditions set forth on the Schedule 13D (as
amended by Amendment Nos. 1-6 thereto) filed by Bedford with the Securities
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<PAGE>
and Exchange Commission. None of the certificates representing the Shares
contains any restrictive legends or is subject to any restriction on
transfer, except for any restrictions that may arise under the federal
securities laws.
(d) Status and Knowledge of Bedford. Bedford is not a director or
officer of AMREP. With Karabots' permission, no representation is made as
to Bedford's status as an affiliate (as defined in Rule 144 promulgated
under the Securities Act of 1933, as amended) of AMREP. Bedford has no
knowledge of any material information that is inconsistent with the
information regarding AMREP that is publicly available.
2.2 Representations and Warranties of Karabots. Karabots hereby
represents and warrants to Bedford as follows:
(a) Authority Relative to this Agreement. Karabots has the power
and authority to execute, deliver and perform this Agreement and to carry
out his obligations hereunder. Karabots is not subject to or obligated
under any contract provision or other agreement, or subject to any order,
decree, law, rule or regulation, which would be violated by his executing
and carrying out this Agreement. No authorization, consent or approval of
any third party is necessary for the consummation by him of the
transactions contemplated hereby, except for filings pursuant to the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the rules and
regulations thereunder (the "H-S-R Act") (and Karabots shall use his best
efforts to make all required H-S-R Act filings as promptly as practicable
and shall request early termination of all applicable waiting periods
thereunder).
(b) Status and Knowledge of Karabots. Karabots is a director and
shareholder of AMREP and is generally familiar with the financial
condition, business and prospects of AMREP. Karabots acknowledges that he
has all the information he considers necessary or appropriate for deciding
whether to purchase the Shares. Karabots has no knowledge of any material
information that is inconsistent with the information regarding AMREP that
is publicly available.
(c) Investment Intent. Karabots is purchasing the Shares for
investment and not with a view to the distribution thereof.
2.3 Survival of Representations. All of the representations and
warranties of each party shall survive the Closing and, notwithstanding any
investigation conducted before or after the Closing or the decision of either
-3-
<PAGE>
party to complete the Closing, the parties hereto shall be entitled to rely upon
the representations and warranties set forth herein.
ARTICLE III - Conditions Precedent
3.1 Conditions Precedent to Karabots' Obligations. The obligations of
Karabots under this Agreement are subject to the conditions that (a) the
representations and warranties of Bedford set forth in Section 2.1 hereof shall
be true at and as of the Closing Date as though such representations and
warranties were made at and as of the Closing Date, (b) Bedford shall have
delivered to Karabots a certificate dated the Closing Date to such effect, (c)
Karabots shall continue to be alive and shall not be disabled within the meaning
of Section 105(d)(4) of the Internal Revenue Code of 1986, as amended, and (d)
all applicable waiting periods under the H-S-R Act shall have expired or early
termination thereof shall have been granted.
3.2 Conditions Precedent to Bedford's Obligations. The obligations of
Bedford under this Agreement are subject to the conditions that (a) the
representations and warranties of Karabots set forth in Section 2.2 hereof shall
be true at and as of the Closing Date as though such representations and
warranties were made at and as of the Closing Date, and Karabots shall have
delivered to Bedford a certificate dated the Closing Date to such effect and (b)
all applicable waiting periods under the H-S-R Act shall have expired or early
termination thereof shall have been granted.
ARTICLE IV - General Provisions
4.1 Brokers' and Finders' Fees.
(a) Karabots represents and warrants to Bedford that all
negotiations relating to this Agreement have been carried on by Karabots
directly without the intervention of any person, firm, corporation or
entity who or which may be entitled to any brokerage fee or other
commission in respect of the execution of this Agreement or the
consummation of the transactions contemplated hereby, and Karabots agrees
to indemnify and hold Bedford harmless against any and all claims, losses,
liabilities or expenses which may be asserted against Bedford as a result
of any dealings, arrangements or agreements between Karabots and any such
person, firm, corporation or entity.
(b) Bedford represents and warrants to Karabots that all
negotiations relating to this Agreement have been carried on by Bedford
directly without the intervention of any person, firm, corporation or
entity who or which may be entitled to any brokerage fee or other
commission in respect of the execution of this Agreement or the
-4-
<PAGE>
consummation of the transactions contemplated hereby, and Bedford agrees to
indemnify and hold Karabots harmless against any and all claims, losses,
liabilities or expenses which may be asserted against Karabots as a result
of any dealings, arrangements or agreements between Bedford and any such
person, firm, corporation or entity.
4.2 Expenses. Each party hereto shall pay his own expenses incidental
to the carrying out of the provisions of this Agreement and the consummation of
the transactions contemplated hereby.
4.3 Contents of Agreement; Parties in Interest, Etc. This Agreement
sets forth the entire understanding of the parties hereto with respect to the
transactions contemplated hereby, and it shall not be amended or terminated
except by a written instrument duly executed by each of the parties hereto. Any
and all previous agreements and understandings between the parties regarding the
subject matter hereof, whether written or oral, are superseded by this
Agreement.
4.4 Assignment and Binding Effect. Karabots may assign his rights
under this Agreement to any corporation controlled by him. Except as otherwise
provided in the next preceding sentence, this Agreement may not be assigned by
either party hereto without the prior written consent of the other party. All
of the terms and provisions of this Agreement shall be binding upon and inure to
the benefit of and be enforceable by the respective heirs, successors and
assigns of the parties hereto.
4.5 Waiver. Any term or provisions of this Agreement may be waived at
any time by the party entitled to the benefit thereof by a written instrument
executed by such party.
4.6 Notices. Any notice or other communication which is required
hereunder or given pursuant hereto shall be in writing and shall be deemed given
only if delivered personally, or sent by a recognized courier service, addressed
to the persons to receive such notice or communication as given below, or such
other persons or addresses as may hereafter be designated by notice in writing:
If to Bedford, to:
Peter B. Bedford
Bedford Properties Investors
P.O. Box 1267
Lafayette, CA 94549
-5-
<PAGE>
With copies to:
Martin I. Zankel, Esq.
Zankel & McGrane, P.C.
One Embarcadero Center
Suite 1200
San Francisco, CA 94111
and
Joseph S. Radovsky, Esq.
Greene, Radovsky, Maloney & Share
Suite 4200, Spear Street Tower
One Market Plaza
San Francisco, CA 94105
If to Karabots, to:
Nick G. Karabots
Brookside Farm
110 Skippack Pike
Fort Washington, PA 19034
With a copy to:
Edward B. Cloues, II, Esq.
Morgan, Lewis & Bockius
2000 One Logan Square
Philadelphia, PA 19103-6993
Any such notice or communication shall be deemed to have been given and to be
effective as of the date received.
4.7 Governing Law. This Agreement shall be governed and interpreted in
accordance with the laws of the Commonwealth of Pennsylvania without giving
effect to the principles of conflicts of law thereof.
4.8 No Benefit to Others. The representations, warranties and
agreements contained in this Agreement are for the sole benefit of the parties
hereto and their heirs, successors and permitted assigns, and they shall not be
construed as conferring and are not intended to confer any rights on any other
persons.
4.9 Further Assurances. Each party shall execute and deliver such
further instruments and do such further acts and things as may be necessary or
desirable to carry out this Agreement and the sale of the Shares to Karabots as
provided herein.
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<PAGE>
4.10 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute a single instrument. This Agreement shall become
binding when any one or more counterparts hereof, individually or taken
together, shall bear the signatures of each of the parties hereto.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement on the date first written above.
/s/ Nick G. Karabots
-------------------------
Nick G. Karabots
/s/ Peter B. Bedford
-------------------------
Peter B. Bedford
Commonwealth of Pennsylvania
ss
County of Montgomery
On this the 21st day of January, 1994, before me personally appeared Nick
G. Karabots, to me known and known by me to be the individual described in and
who executed the foregoing instrument, and he duly acknowledged to me that he
executed the same of his own free will for the purposes therein set forth.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
/s/ Kathryn D. Schrader
-------------------------
Notary Public
SEAL My commission expires:
State of California
ss
County of Contra Costa
On this the 21st day of January, 1994, before me personally appeared Peter
B. Bedford, to me known and known by me to be the individual described in and
who executed the foregoing instrument, and he duly acknowledged to me that he
executed the same of his own free will for the purposes therein set forth.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
/s/ Pamela A. Cardin
-------------------------
Notary Public
SEAL My commission expires:
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