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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. 4)
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)
March 1, 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 4
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CUSIP No. 032159105 Page 2 of 4
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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 1,784,913
SHARES ----------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING PERSON ---------------------------------------------
WITH 9. SOLE DISPOSITIVE POWER
1,784,913
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10. SHARED DISPOSITIVE POWER
0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,784,913
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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)
24.5%
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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 4
This Amendment No. 4 to Schedule 13D ("Amendment No. 4") amends and
supplements Amendment No. 3 to Schedule 13D dated January 31, 1994 (the
"Statement") which 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. 4 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. 4.
Item 3. Source and Amount of Funds or Other Consideration
The last paragraph of Item 3 is hereby amended and restated in its entirety
as follows:
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 to the Statement
as Exhibit D and incorporated therein by reference. Mr. Karabots acquired the
Bedford Shares, directly, on March 1, 1994 in accordance with the Share Purchase
Agreement, using a combination of personal funds and funds borrowed from
entities which he controls.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
The fourth paragraph of Item 6 is hereby amended and restated in its
entirety as follows:
On January 21, 1994, Mr. Karabots and Mr. Bedford entered into the Share
Purchase Agreement, which provided 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 purchase and sale of the Bedford Shares pursuant to the Share
Purchase Agreement was consummated at a closing held on March 1, 1994. Although
the Share Purchase Agreement provided that Mr. Karabots could assign his right
to purchase the Bedford Shares to a corporation controlled by him, Mr. Karabots
did not elect to assign such right and purchased the Bedford Shares directly.
See Exhibit D (Section 1.1).
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CUSIP No. 032159105 Page 4 of 4
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.
March 3, 1994 /s/ Nick G. Karabots
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Date Nick G. Karabots
