<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)
AMREP Corporation
------------------------------------
(Name of Issuer)
Common Stock
--------------------------------
(Title of Class of Securities)
032159105
----------------
(CUSIP Number)
Nick G. Karabots
P. O. Box 736
Fort Washington, PA 19034
(215) 643-5800
------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 15, 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 10 pages
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CUSIP No. 032159105 Page 2 of 10 pages
- -------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Nick G. Karabots ###-##-####
- -------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)[ ]
(b)[ ]
- -------------------------------------------------------------------------------
3. SEC USE ONLY
- -------------------------------------------------------------------------------
4. SOURCE OF FUNDS*
AF, PF, OO
- -------------------------------------------------------------------------------
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
- -------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF 2,227,103
SHARES -------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING PERSON -------------------------------------------------------
WITH 9. SOLE DISPOSITIVE POWER
2,227,103
-------------------------------------------------------
10. SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,227,103
- -------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
- -------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.5%
- -------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
IN
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 032159105 Page 3 of 10 pages
- -------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Glendi Publications, Inc. 59-2235938
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)[ ]
(b)[ ]
- -------------------------------------------------------------------------------
3. SEC USE ONLY
- -------------------------------------------------------------------------------
4. SOURCE OF FUNDS*
AF, WC, OO
- -------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
- -------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF 930,190
SHARES -------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING PERSON -------------------------------------------------------
WITH 9. SOLE DISPOSITIVE POWER
930,190
-------------------------------------------------------
10. SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
930,190
- -------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
- -------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.7%
- -------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
CO
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 032159105 Page 4 of 10 pages
This Amendment No. 6 to Schedule 13D ("Amendment No. 6") amends and
supplements the prior statement on Schedule 13D (the "Statement") as filed by
Mr. Karabots on Amendment No. 5 to Schedule 13D dated June 2, 1994, Amendment
No. 4 to Schedule 13D dated March 1, 1994 and Amendment No. 3 to Schedule 13D
dated January 31, 1994, which Amendment No. 3 to Schedule 13D amended and
restated 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 relating to the Common Stock, $.10 par value, of AMREP
Corporation, an Oklahoma corporation. In the event that any disclosure contained
in this Amendment No. 6 is inconsistent with the disclosures contained in the
Statement, the disclosures contained herein shall supersede such inconsistent
disclosures from the date of this Amendment No. 6.
Item 2. Identity and Background
Item 2 of the Statement is hereby amended and restated in its entirety as
follows:
This Statement is being filed by Nick G. Karabots ("Mr. Karabots") and
Glendi Publications, Inc., a Delaware corporation ("Glendi"). Prior to
September 6, 1994, Glendi was known as SLC Graphics, Inc. ("SLC").
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.
Glendi's principal business address is P.O. Box 736, Fort Washington, PA
19034, and its principal business is magazine publishing. Mr. Karabots is the
sole stockholder, sole director and chief executive officer of Glendi.
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.
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CUSIP No. 032159105 Page 5 of 10 pages
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Statement is hereby amended by adding three new paragraphs
following the last paragraph of Item 3 as follows:
Mr. Karabots acquired beneficial ownership of an aggregate of 56,000 shares
of Common Stock of the Corporation through open market purchases made by Glendi
between June 3, 1994 and September 14, 1994 for an aggregate purchase price of
$409,476.50. Glendi made these purchases using general corporate funds.
Glendi took title to 400,000 shares of Common Stock of the Corporation on
August 31, 1994 by transfer from Mr. Karabots.
Mr. Karabots acquired beneficial ownership of 301,990 shares (the "Kane-
Miller Shares") of Common Stock of the Corporation held by Kane-Miller Corp., a
Delaware corporation ("Kane-Miller"), when Glendi entered into a Memorandum of
Agreement to Sell Stock with Kane-Miller on September 15, 1994 (the "Sale
Agreement"), a copy of which is attached hereto as Exhibit E and incorporated
herein by reference. Glendi acquired the Kane-Miller Shares on September 19,
1994 in accordance with the Sale Agreement for a total purchase price of
$2,415,920, using a combination of corporate funds and the corporate funds of
affiliated companies wholly owned by Mr. Karabots.
Item 5. Interest in Securities of the Issuer
Item 5 of the Statement is hereby amended by deleting paragraphs (a), (b)
and (c) thereof and substituting therefor the following:
(a) Mr. Karabots beneficially owns all of the 2,227,103 shares of the
Common Stock reported on this Statement, which shares represent approximately
30.5% of the outstanding shares of the Common Stock./1/ Mr. Karabots owns
776,913 of such shares of the Common Stock directly, he owns 930,190 of such
shares indirectly through Glendi, and he owns the remaining 520,000 of such
shares indirectly through other corporations of which he is the sole
shareholder, sole director and chief executive officer, none of which
corporations individually owns five percent or more of the outstanding shares of
the Common Stock.
(b) Mr. Karabots has sole voting and sole dispositive power as to all of
the 2,227,103 shares of the Common Stock reported on this Statement. Glendi
also has sole voting and sole dispositive power as to 930,190 of such shares.
- ---------------------------
/1/ The percentage of outstanding shares of the Common Stock was calculated
with reference to the shares outstanding as of July 20, 1994, as reported
in the Corporation's Annual Report on Form 10-K for the fiscal year ended
April 30, 1994.
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CUSIP No. 032159105 Page 6 of 10 pages
(c) Glendi has purchased 56,000 shares of the Common Stock on the open
market since June 2, 1994, as set forth on Annex I hereto. Glendi took title to
400,000 shares of the Common Stock from Mr. Karabots on August 31, 1994.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
Item 6 of the Statement is hereby amended by adding a new paragraph
following the fourth paragraph of Item 6 as follows.
On September 15, 1994, Glendi and Kane-Miller entered into the Sale
Agreement, which provided for the purchase of the Kane-Miller Shares by Glendi
at a price of eight dollars per share or a total purchase price of $2,415,920.
The purchase of the Kane-Miller Shares pursuant to the Sale Agreement was
consummated on September 19, 1994.
Item 7. Material to be Filed as Exhibits
Item 7 of the Statement is hereby amended by adding a new paragraph
following the last paragraph of Item 7 as follows:
E. Memorandum of Agreement to Sell Stock, dated September 13, 1994
(signed by Glendi on September 15, 1994), between Kane-Miller Corp. and Glendi
Publications, Inc.
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CUSIP No. 032159105 Page 7 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.
September 19, 1994 /s/ Nick G. Karabots
------------------------- ----------------------------------
Date Nick G. Karabots
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CUSIP No. 032159105 Page 8 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.
GLENDI PUBLICATIONS, INC.
September 19, 1994 By: /s/ Nick G. Karabots
------------------------- --------------------------------
Date Name: Nick G. Karabots
Title: Chairman
<PAGE>
CUSIP No. 032159105 Page 9 of 10 pages
ANNEX I
OPEN MARKET PURCHASES OF COMMON STOCK OF THE CORPORATION
SINCE JUNE 2, 1994
<TABLE>
<CAPTION>
Person
Effecting Nature of Number of Price Per
Date Transaction Transaction Shares Share
<S> <C> <C> <C> <C>
June 7, 1994 Glendi Purchase 7,000 $7.75
June 29, 1994 Glendi Purchase 5,000 $7.00
June 29, 1994 Glendi Purchase 2,500 $7.00
July 5, 1994 Glendi Purchase 25,000 $7.00
July 11, 1994 Glendi Purchase 11,000 $7.75
July 19, 1994 Glendi Purchase 5,500 $7.723
</TABLE>
<PAGE>
CUSIP No. 032159105 Page 10 of 10 pages
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Page No.
- ------- --------
<S> <C>
Memorandum of Agreement to Sell Stock, dated September 13, 1994
(signed by Glendi on September 15, 1994), between Kane-Miller Corp.
and Glendi Publications, Inc. 11
</TABLE>
<PAGE>
MEMORANDUM OF AGREEMENT TO SELL STOCK
September 13, 1994
Seller: Kane-Miller Corp.
- ------- 555 White Plains Road
Tarrytown, New York 10591
Purchaser: Glendi Publications, Inc.
- ---------- P.O. Box 736
Fort Washington, Pennsylvania 19034
Gentlemen:
Kane-Miller Corp. ("Seller") hereby agrees to sell to Glendi Publications,
Inc. (formerly known as SLC Graphics, Inc.) or designee ("Purchaser") on
September 16, 1994 (the "Closing Date"), and Purchaser agrees to purchase from
Seller in accordance with the terms of this agreement Three Hundred One Thousand
Nine Hundred Ninety (301,990) shares of Common Stock ($.10 par value per share)
of AMREP Corporation, an Oklahoma corporation ("Shares") owned by Seller.
1. Price:
------
The aggregate price ("Price") to be paid by Purchaser to Seller for
the Three Hundred One Thousand Nine Hundred Ninety (301,990) Shares is
Two Million Four Hundred Fifteen Thousand Nine Hundred Twenty
($2,415,920.00) and 00/100 Dollars.
The price per share is Eight and 00/100 ($8.00) Dollars.
2. Payment:
--------
Purchaser shall make payment to Seller of the Price on the Closing
Date by Purchaser causing its agent, Pershing/DBS Division of
Donaldson, Lufkin & Jenrette Securities Corporation ("Pershing") to
make payment by journal entry in clearinghouse immediately available
funds to the Seller's agent ("Agent"), Neuberger & Berman, 605 Third
Avenue, New York, New York 10158 for Seller's Account, No. 050-39736-
002, Attn: Marvin Schwartz or Herbert Ackerman (212-476-9000).
The sale of the Shares contemplated by this agreement shall be deemed
a sale away from all stock exchanges, and without any commissions or
brokerages required to be paid by either party. Each party represents
<PAGE>
and warrants to the other party that all negotiations relating to this
Memorandum of Agreement have been carried on by them directly without
the intervention of any person, firm, corporation or entity who or
which may be entitled to any brokerage fee or any commission in
respect to the execution of this Memorandum of Agreement or the
consummation of the transactions contemplated hereby, and each party
hereby agrees to indemnify and hold the other party harmless from and
against any and all claims, losses, liabilities or expenses (including
reasonable attorneys' fees and expenses) which may be asserted against
such other party as a result of any dealings, arrangements or
agreements between the first such party and any such person, firm,
corporation or entity. Each party shall bear all of their respective
costs, expenses, fees and taxes of this transaction.
3. Closing:
--------
The Closing on the sale of Shares by Seller to Purchaser shall take
place on the Closing Date in the manner set forth in this Memorandum
of Agreement. All transactions at the Closing shall be deemed to have
occurred simultaneously, and the respective obligations of Seller to
deliver the Shares and of the Purchaser to purchase and pay for the
Shares shall be conditions concurrent to the closing. If the
transaction is not consummated by September 16, 1994 because of
Purchaser's failure to cause payment to be made, Seller has the option
to (a) extend the Closing Date or (b) (i) cancel this agreement and
(ii) exercise Seller's other rights (if any) at law or in equity.
4. Deliveries by Seller and Purchaser:
-----------------------------------
(a) At the Closing, Seller shall cause the Shares to be transferred
by the Depository Trust Company to or for Purchaser's account at
Pershing (Account No. 3FW-204429-1-800) and covenants and agrees to
execute any and all letters of authorization, stock powers, and any
other documents that are reasonably necessary to transfer to the
Purchaser beneficial ownership of all of the Shares, free and clear of
all pledges, liens, claims, encumbrances, options, agreements,
warrants, calls and restrictions of any kind. The transfer shall be
deemed consummated when the Price is received by Seller's Agent and
the Shares are received by Pershing, each in accordance with the terms
of this Agreement.
(b) At the Closing, Purchaser shall deliver to Pershing the Price for
delivery to Seller's account at Neuberger & Berman as set forth in
Paragraph 2.
<PAGE>
5. Representations and Warranties of Seller:
-----------------------------------------
Seller represents and warrants to Purchaser as follows:
(a) Authority Relative to this Agreement. Seller has the power and
-------------------------------------
capacity to execute, deliver and perform this agreement and sell the
Shares and to consummate the transactions contemplated hereby. The
sale of the Shares has been duly and validly authorized by Seller's
Board of Directors. This agreement constitutes a valid and binding
agreement of Seller, enforceable against Seller in accordance with its
terms. Seller 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 its execution, delivery,
or performance of this agreement or the selling of the Shares as
provided herein.
(b) Title to the Shares. Seller owns all the Shares beneficially,
--------------------
free and clear of all pledges, liens, claims, encumbrances, options,
agreements, warrants, calls and restrictions of any kind other than
those created hereunder.
(c) Consents and Approvals; No Violation. There is no requirement
-------------------------------------
applicable to Seller to make any filing with, or to obtain any permit,
authorization, consent or approval of, any governmental or regulatory
authority as a condition to the lawful consummation by Seller of the
transactions contemplated by the sale of the Shares. Neither the sale
and delivery of the Shares by Seller nor the consummation of the
transactions contemplated hereby will (i) result in a default (or give
rise to any right of termination, cancellation or acceleration) under
any of the terms, conditions or provisions of any note, bond,
mortgage, indenture, agreement, lease or other instrument or
obligation to which Seller is a party or by which any of Seller's
assets may be bound which would materially adversely affect Seller's
ability to perform Seller's obligations under this agreement, or (ii)
violate any order, writ, injunction or decree applicable to Seller or
any of Seller's assets which would materially adversely affect
Seller's ability to perform Seller's obligations hereunder.
(d) All of the Shares were purchased by Seller in open market
purchases consummated between on or about July 22, 1987 and on or
about February 15, 1990. None of the Shares are currently
certificated; rather, they are held by Seller's Agent, in "street
name" and there are no restrictions or limitations at such Agent or at
Depository Trust Company which would prevent Seller
<PAGE>
from transferring the Shares to Purchaser in accordance with the terms
hereof.
6. Representations and Warranties of Purchaser:
--------------------------------------------
Purchaser represents and warrants to Seller as follows:
(a) Authority Relative to this Agreement. Purchaser has the power
-------------------------------------
and capacity to execute, deliver and perform this agreement and
purchase the Shares and to consummate the transactions contemplated
hereby. The purchase of the Shares and the payment of the Price have
been duly and validly authorized by Purchaser's Board of Directors.
This agreement constitutes a valid and binding agreement of Purchaser,
enforceable against Purchaser in accordance with its terms. Purchaser
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 its execution, delivery, or performance of
this agreement or the purchasing of the Shares as provided herein.
(b) Consents and Approvals; No Violation. There is no requirement
-------------------------------------
applicable to Purchaser to make any filing with, or to obtain any
permit, authorization, consent or approval of, any governmental or
regulatory authority as a condition to the lawful consummation by
Purchaser of the transactions contemplated by the purchase of the
Shares. Neither the execution and delivery of the Memorandum of
Agreement by Purchaser, nor the consummation of the transactions
contemplated hereby will (i) result in a default (or give rise to any
right of termination, cancellation or acceleration) under any of the
terms, conditions or provisions of any note, bond, mortgage,
indenture, agreement, lease or other instrument or obligation to which
Purchaser is a party or by which any of Purchaser's assets may be
bound which would materially adversely affect Purchaser's ability to
perform Purchaser's obligations under this agreement, or (ii) violate
any order, writ, injunction or decree applicable to Purchaser or any
of Purchaser's assets which would materially adversely affect
Purchaser's ability to perform Purchaser's obligations hereunder.
(c) Binding on Permitted Successors and Assigns. If the agreement is
--------------------------------------------
assigned by Purchaser as provided in the Memorandum of Agreement and
the Shares are acquired by Purchaser's assignee or designee, such
assignee or designee shall be deemed to have also made the foregoing
representations and warranties as made by Purchaser and they shall be
true and correct as to such assignee or designee.
<PAGE>
7. Title to the Shares.
--------------------
When received by Pershing, all of the Shares shall have been duly and
validly negotiated and transferred and title thereto shall be good and
marketable in Purchaser free and clear of all pledges, liens, claims,
encumbrances, options, agreements, warrants, calls, and restrictions
of any kind.
8. Equitable Remedies.
-------------------
Seller hereby acknowledges that the Shares are unique and are
otherwise unavailable, and therefore agrees that in addition to any
other remedies available to the Purchaser, Purchaser may invoke and
obtain any applicable equitable remedies, including specific
performance, to enforce delivery of the Shares hereunder.
9. Miscellaneous:
--------------
(a) Notices. All notices and other communications required or
--------
permitted hereunder shall be in writing and shall be deemed given if
delivered personally or by facsimile transmission, telexed or mailed
by registered or certified mail (return receipt requested), postage
prepaid or by nationally recognized overnight courier, to the parties
at the following addresses (or at such other address for a party as
shall be specified by like notice; provided, that notices of a change
of address shall be effective only upon receipt thereof):
If to Seller:
Kane-Miller Corp.
555 White Plains Road
Tarrytown, NY 10591
Attention: President
Fax: (914) 631-4707
If to Purchaser:
Glendi Publications, Inc.
P.O. Box 736
Fort Washington, PA 19034
Fax: (215) 643-3818
(b) Assignment. Neither party shall have the right to assign any
-----------
rights or interest or delegate any obligations hereunder without the
prior written consent of the other party, except that Purchaser may
assign its right to purchase the Shares to another corporation
affiliated with Purchaser by common ownership. Any
<PAGE>
such assignment by Purchaser shall not relieve it of its obligations
for the payment of the Price.
(c) Governing Law. This agreement shall be governed by the laws of
--------------
the State of New York (regardless of the laws that might otherwise
govern under applicable New York principles of conflicts of law).
(d) Counterparts. This agreement may be executed in counterparts,
-------------
each of which shall be deemed an original, but both of which together
shall constitute one and the same instrument.
(e) Entire Agreement. This agreement embodies the entire agreement
-----------------
and understanding of the parties hereto in respect of the transactions
contemplated by this Agreement. There are no restrictions, promises,
representations, warranties, covenants or undertakings, other than
those expressly set forth or referred to herein. This agreement
supersedes all prior agreements and understandings between the parties
with respect to such transactions.
(f) Successors and Assigns. This agreement shall be binding upon and
-----------------------
inure to the benefit of the parties hereto and their respective
successors and permitted assigns (except as otherwise provided by
subparagraph (b) above).
(g) 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 party to
complete the Closing, the parties hereto shall be entitled to rely
upon the representations and warranties set forth herein.
KANE-MILLER CORP.
By: /s/ Harold Oelbaum
---------------------------
Harold Oelbaum,
President
GLENDI PUBLICATIONS, INC.
By: /s/ Nick G. Karabots (executed
--------------------- Sept. 15,
Nick G. Karabots, 1994)
Chairman
