SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)
AMREP CORPORATION
(Name of Issuer)
Common Stock
par value $.10 per share
(Title of Class of Securities)
032159105
(CUSIP Number)
Peter B. Bedford
Bedford Property Investors, Inc.
3658 Mt. Diablo Blvd., Suite 210
Lafayette, CA 94549
(510) 283-8910
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 21, 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
[ ].
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. NAME OF REPORTING PERSON Peter B. Bedford
S.S. OR I.R.S. IDENTIFICATION NO. OF
ABOVE PERSON ###-##-####
_________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP (a) [ ]
(b) [ ]
_________________________________________________________________
3. SEC USE ONLY
_________________________________________________________________
4. SOURCE OF FUNDS
_________________________________________________________________
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS
REQUIRED PURSUANT TO ITEM 2(D) or 2(e) [ ]
_________________________________________________________________
6. CITIZENSHIP OR PLACE OF ORGANIZATION United States
_________________________________________________________________
NUMBER OF 7. SOLE VOTING POWER 1,196,320
SHARES _____________________________________________
BENEFICIALLY 8. SHARED VOTING POWER None
OWNED BY _____________________________________________
EACH 9. SOLE DISPOSITIVE POWER 1,196,320
REPORTING _____________________________________________
PERSON 10. SHARED DISPOSITIVE POWER None
WITH
_________________________________________________________________
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 1,196,320
_________________________________________________________________
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
_________________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.1%
_________________________________________________________________
14. TYPE OF REPORTING PERSON: IN
_________________________________________________________________
Peter B. Bedford ("Bedford") hereby amends and
supplements his statement on Schedule 13D originally filed on
January 26, 1990 relating to the Common Stock, par value $.10 per
share, of AMREP Corporation (the "Corporation").
<PAGE>
Item 4. Purpose of Transaction.
The response to Item 4 is hereby amended and
supplemented as follows:
Pursuant to a Share Purchase Agreement dated January
21, 1994 between Nick G. Karabots and Bedford, a copy of which is
attached hereto as Exhibit A (the "Share Purchase Agreement"),
Bedford has agreed to sell all of his 1,196,320 shares of Common
Stock of the Corporation.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
Bedford has entered into the Share Purchase Agreement
to sell all of his shares of Common Stock. Pursuant to the Share
Purchase Agreement, Mr. Karabots, or a corporation controlled by
him, will purchase the shares at a closing on February 14, 1994,
or soon thereafter.
Item 7. Material to be Filed as Exhibits.
Item 7 is hereby amended by adding the following
thereto:
A. Share Purchase Agreement, dated January 21,
1994, between Nick G. Karabots and Peter B. Bedford.
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.
Dated: January 21, 1994.
___________________________________
PETER B. BEDFORD
<PAGE>
EXHIBIT INDEX
Exhibit Page No.
Share Purchase Agreement, dated 5
January 21, 1994, between Nick G.
Karabots and Peter B. Bedford
<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 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 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 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 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
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.
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.
_________________________
Nick G. Karabots
_________________________
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.
________________________
Notary Public
SEAL My commission expires:
State of California
ss
County of ____________
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.
________________________
Notary Public
SEAL My commission expires:
