<PAGE>
Securities and Exchange Commission
Washington, D.C.
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): January 13, 1994
AMREP CORPORATION
---------------------------------------------------------------------
(Exact name of registrant as specified in charter)
Oklahoma 1-4702 59-0936128
- ---------------------------- ---------------- -------------------
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
10 Columbus Circle, New York, New York 10019
-------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 541-7300
----------------
Page 1 of 5
<PAGE>
AMREP CORPORATION
Form 8-K
Current Report
ITEM 5. OTHER EVENTS
In November, 1993, the Registrant effected a restructuring of the debt
of a limited partnership ("The Classic") of which Amrep Southeast, Inc.
("ASE"), a subsidiary of the Registrant, was the general partner. The Classic
owns a 500 unit rental facility for senior citizens in West Palm Beach, Florida
(the "Project"). In or in connection with that restructuring:
(a) (i) The Classic paid $380,000 to the owner ("Owner") of a
Government National Mortgage Association fully modified pass-through
security (the "GNMA Security") which is serviced by payments by The
Classic on its mortgage debt, (ii) the Registrant issued 66,193 shares of
its common stock to the Owner, and (iii) ASE agreed to pay to the Owner
$245,000 on a PARI PASSU basis out of ASE's $10,700,000 share of The
Classic's excess cash flow, if any; and concurrently therewith
(b) the Owner (i) released a contingent obligation of The Classic
of $676,000, (ii) agreed to sell the GNMA
Page 2 of 5
<PAGE>
Security to Greystone Funding Inc. ("Greystone"), a designee of Registrant
for the unpaid principal amount of $22,469,644 plus accrued interest, and
(iii) transferred to the Registrant a subordinated note of The Classic
which evidenced the right of the Owner to receive a portion of The
Classic's excess cash flow;
(c) the effective rate of interest payable by The Classic on its
mortgage debt was reduced through a contract between the Registrant and
Greystone requiring a subsidy from Greystone ("Subsidy") reducing the
Project's rate from 9-1/4% to a rate which is 3% over the LIBO rate on
a floating basis until May 1994 and thereafter 2-1/2% over the LIBO
rate; and
(d) the interest in The Classic of an unrelated limited partner
was acquired by a subsidiary of Registrant.
As part of the restructuring but effective as of the time of the
approval by the U.S. Department of Housing and Urban Development ("HUD"):
(i) An affiliate of Greystone paid ASE $400,000 cash, ASE ceased to
be a general partner of The Classic and became a limited partner, and the
affiliate of Greystone became the general partner;
(ii) the debt of The Classic to ASE was contributed to the capital
of The Classic;
Page 3 of 5
<PAGE>
(iii) Greystone's obligation to pay the Subsidy was deferred until the
amount deferred equalled $400,000 plus interest;
(iv) ASE as limited partner became entitled to (x) 75% of The
Classic's excess cash flow (after payment of certain fees and the recovery
by ASE of cash flow shortfalls funded by it since the restructuring in
excess of $400,000 plus interest, in any) until it receives approximately
$10,700,000, plus (y) one half of any additional excess cash flow
thereafter, whereas prior to the restructuring ASE had the right to
two-thirds of the excess cash flow; and
(v) a subsidiary of the Registrant has the right to manage the
Project until November 15, 1997, and be paid a fee of 4% of The Classic's
gross receipts, but only out of excess cash flow, and only if ASE funds
all cash flow shortfalls of The Classic.
The approval of HUD was granted January 13, 1994.
ASE can cease funding the cash flow shortfalls of The Classic at any
time after Greystone's obligation to pay the Subsidy commences, but if ASE
ceases funding prior to November 15, 1997, Greystone will have the option to
purchase ASE's limited partnership interest for a price equal to the shortfalls
Page 4 of 5
<PAGE>
funded by ASE since the restructuring in excess of $400,000 plus interest,
such amount to be paid only out of excess cash flow.
In the event of a disposition or refinancing of the Project after ASE
ceases to be a Limited Partner in The Classic, ASE will be entitled to receive
one half of the net proceeds thereof up to an amount equal to the value of the
Registrant's shares issued to the Owner plus the amount paid to the Owner at
the time of the restructuring.
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.
AMREP Corporation
Date: February , 1994 By
-------------------------------------
Page 5 of 5
