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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
AMREP Corporation
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Name of Issuer
Common Stock
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(Title of Class of Securities)
032159105
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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)
June 2, 1994
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(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 6
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CUSIP No. 032159105 Page 2 of 6 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)[ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
AF, PF, OO
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7. SOLE VOTING POWER
NUMBER OF 1,869,113
SHARES ---------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING PERSON --------------------------------------------
WITH 9. SOLE DISPOSITIVE POWER
1,869,113
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10. SHARED DISPOSITIVE POWER
0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,869,113
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.6%
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14. TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 032159105 Page 3 of 6 pages
This Amendment No. 5 to Schedule 13D ("Amendment No. 5") amends and
supplements the prior statement on Schedule 13D (the "Statement") as filed by
Mr. Karabots on 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. 5 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. 5.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Statement is hereby amended by adding a new paragraph
following the last paragraph of Item 3 as follows:
Mr. Karabots acquired beneficial ownership of an aggregate of 84,200 shares
of Common Stock of the Corporation through open market purchases made by SLC
between April 5, 1994 and June 2, 1994 for an aggregate purchase price of
$650,601.80. SLC made these purchases using general corporate funds.
Item 4. Purpose of Transaction
Item 4 of the Statement is hereby amended by deleting the first paragraph
thereof and substituting therefor the following:
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 on market conditions, Mr. Karabots may acquire
additional shares of the Common Stock through open market purchases, in
privately negotiated transactions or otherwise.
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 1,869,113 shares of the
Common Stock reported on the Statement, which shares represent approximately
25.6% of the
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CUSIP No. 032159105 Page 4 of 6 pages
outstanding shares of the Common Stock./1/ Mr. Karabots owns 1,696,913 of such
shares of the Common Stock directly, and he owns the remaining 172,200 of such
shares indirectly through SLC.
(b) Mr. Karabots has sole voting and sole dispositive power as to all of
the 1,869,113 shares of the Common Stock reported on the Statement.
(c) SLC has purchased 84,200 shares of the Common Stock on the open market
since April 1, 1994, as set forth on Annex I hereto.
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/1/ The percentage of outstanding shares of the Common Stock was calculated
with reference to the shares outstanding as of March 14, 1994, as reported in
the Corporation's Quarterly Report on Form 10-Q for the quarterly period ended
January 31, 1994.
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CUSIP No. 032159105 Page 5 of 6 pages
SIGNATURE
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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.
June 8, 1994 /s/ Nick G. Karabots
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Date Nick G. Karabots
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CUSIO No. 032159105 Page 6 of 6 pages
ANNEX I
TRANSACTIONS IN COMMON STOCK OF THE ISSUER
SINCE APRIL 1, 1994
<TABLE>
<CAPTION>
Person
Effecting Nature of Number of Price Per
Date Transaction Transaction Shares Share
<S> <C> <C> <C> <C>
April 5, 1994 SLC Purchase 1,500 $8.125
April 5, 1994 SLC Purchase 4,700 $7.894
April 28, 1994 SLC Purchase 25,000 $7.75
May 10, 1994 SLC Purchase 27,000 $7.75
May 17, 1994 SLC Purchase 6,500 $7.375
May 19, 1994 SLC Purchase 1,000 $7.00
June 2, 1994 SLC Purchase 18,500 $7.75
</TABLE>
All of the foregoing purchases were open market purchases.
