<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant {x}
Filed by a Party other than the Registrant { }
Check the appropriate box:
{ } Preliminary Proxy Statement
{x} Definitive Proxy Statement
{ } Definitive Additional Materials
{ } Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
AMREP CORPORATION
..............................................................
(Name of Registrant as Specified In Its Charter)
..............................................................
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
{x} $125 per Exchange Act Rules O-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(j)(2).
{ } $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
{ } Fee computed on table below per Exchange Act Rules
14a(6)(i)(4) and O-11.
1) Title of each class of securities to which
transaction applies;
................................................
2) Aggregate number of securities to which transaction
applies:
................................................
3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule
<F1> O-11: (1)
................................................
<PAGE>
<PAGE>
4) Proposed maximum aggregate value of transaction:
................................................
<F1> (1) Set forth the amount on which the filing fee is calculated and
state how it was determined.
{ } Check box if any part of the fee is offset as provided by
Exchange Act Rule O-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
1) Amount Previously Paid:
.............................................
2) Form, Schedule or Registration Statement No.:
.............................................
3) Filing Party:
.............................................
4) Date Filed:
.............................................
<PAGE>
<PAGE>
August 25, 1994
Dear Shareholder:
The Board of Directors joins me in inviting you to attend the 1994 Annual
Meeting of Shareholders to be held at the Plaza Hotel, Louis XV Room, 768 Fifth
Avenue, New York, New York 10019 on September 23, 1994 commencing at 9:00 A.M.
at which four directors will be elected.
The Board urges you to sign, date and mail your proxy promptly, voting
"FOR" the election of its nominees for directors. A postage-paid envelope is
enclosed. Your vote, regardless of the number of shares you own, is important.
After the business of the meeting has been accomplished, we will review the
Company's activities during the past year as well as our prospects for the
future.
Please take a moment now to execute your proxy. By doing so, we will save
the cost of mailing a reminder notice at a later date. Thank you for your
continued interest in the affairs of the Company.
Very truly yours,
Anthony B. Gliedman
Chairman, Chief Executive
Officer and President
<PAGE>
<PAGE>
AMREP CORPORATION
(An Oklahoma corporation)
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
September 23, 1994
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of AMREP
CORPORATION (the "Company") will be held at the Plaza Hotel, Louis XV Room, 768
Fifth Avenue, New York, New York 10019 on September 23, 1994 at 9:00 A.M. for
the following purposes:
(1) To elect four directors to serve for a term of
three years;
(2) To consider and act upon such other business as
may properly come before the meeting.
In accordance with the By-Laws, the Board of Directors has fixed the close
of business on August 1, 1994 as the record date for the determination of
shareholders of the Company entitled to notice of and to vote at the meeting.
The list of such shareholders will be available for inspection by shareholders
during the ten days prior to the meeting at the offices of the Company, 10
Columbus Circle, New York, New York 10019.
Whether or not you expect to be present at the meeting, please mark, date
and sign the enclosed proxy and return it to the Company in the self-addressed
envelope enclosed for that purpose. The proxy is revocable and will not affect
your right to vote in person in the event you attend the meeting.
By Order of the Board of Directors
Loretta L. Alonso, Secretary
Dated: August 25, 1994
New York, New York
<PAGE>
<PAGE>
AMREP CORPORATION
10 Columbus Circle
New York, New York 10019
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
To be Held 9:00 A.M. September 23, 1994
This statement is furnished in connection with the solicitation of proxies
by the Board of Directors of AMREP CORPORATION (the "Company") for use at the
Annual Meeting of Shareholders of the Company to be held on September 23, 1994,
and at any adjournment thereof. Anyone giving a proxy may revoke it at any
time before it is exercised by giving the Secretary of the Company written
notice of the revocation, by submitting a proxy bearing a later date or by
attending the meeting and voting. This statement, the accompanying notice of
meeting and proxy form of the Board of Directors have been first sent to
shareholders on or about August 25, 1994.
All properly executed, unrevoked proxies in the enclosed form which are
received in time will be voted in accordance with the shareholder's directions
and, unless contrary directions are given, will be voted for the election as
directors of the nominees named below. With a quorum being present, directors
are elected by a plurality of the votes cast. Only shares affirmatively voted
for a nominee will be counted toward the achievement of a plurality. Votes
withheld (including broker non-votes, if any), will be counted as present for
the purpose of determining a quorum but will not otherwise be counted.
A copy of the 1994 Annual Report of the Company for the fiscal year ended
April 30, 1994, including financial statements, accompanies this Proxy
Statement. Such Annual Report does not constitute a part of the proxy
solicitation material.
<PAGE>
<PAGE>
VOTING SECURITIES
-----------------
Only shareholders of record at the close of business on August 1, 1994,
the date fixed by the Board of Directors in accordance with the By-Laws,
are entitled to vote at the meeting. As of August 1, 1994, the Company had
issued and outstanding 7,297,625 shares of Common Stock, par value $.10 per
share. Each share of Common Stock is entitled to one vote on matters to come
before the meeting.
Set forth below is information concerning the ownership as of July 25, 1994
of the Common Stock of the Company by the persons who, to the knowledge of the
Board of Directors, own beneficially more than 5% of the outstanding shares:
Name and Address of Amount Owned % of
Beneficial Owner Beneficially (1) Class
------------------- ---------------- -----
Nicholas G. Karabots(2)(3) 1,925,613 shs. 26.4%
P.O. Box 73C
Fort Washington, PA 19034
Dimensional Fund Advisors Inc.(4) 529,230 shs. 7.3%
1299 Ocean Avenue
11th Floor
Santa Monica, CA 90401
Scottish Amicable 378,400 shs. 5.2%
Life Assurance Society(5)
150 St. Vincent Street
Glasgow G2 5NQ, Scotland
Kane Miller Corp. 366,900 shs. 5.0%
555 White Plains Road
Tarrytown, New York 10591
(1) Except as set forth in Footnotes 4 and 5, the beneficial owners
have sole voting and investment power over the shares owned.
(2) See "Compensation Committee Interlocks and Insider Participation"
below.
(3) Includes 500 shares which Mr. Karabots has the right to acquire
pursuant to currently exercisable options.
(4) Dimensional Fund Advisors Inc. ("Dimensional"), a registered
investment advisor, is deemed to have beneficial ownership of
529,230 shares of Common Stock of the Company all of which shares
<PAGE>
<PAGE>
are held in portfolios of DFA Investment Dimensions Group Inc., a
registered open-end investment company, the DFA Investment Trust
Company, a registered open-end investment company, or the DFA
Group Trust and the DFA Participating Group Trust, investment
vehicles for qualified employee benefit plans, all of which
Dimensional serves as investment manager. Dimensional disclaims
beneficial ownership of such shares.
(5) In a Schedule 13D under the Securities Exchange Act of 1934,
filed by Scottish Amicable Life Assurance Society ("SALAS"),
SALAS reported that it beneficially owns directly and has sole
voting power with respect to 228,400 shares representing 3.1% of
the outstanding Common Stock. SALAS's wholly-owned subsidiary,
Scottish Amicable Pensions Investments Limited ("Pensions") owns
150,000 shares representing 2.1% of the outstanding Common Stock.
Therefore, SALAS beneficially owns an aggregate of 378,400
shares. Such 13D reports that SALAS and Pensions share voting
power and dispositive power with respect to the 150,000 shares
directly owned by Pensions.
SECURITY OWNERSHIP OF MANAGEMENT
--------------------------------
The following table sets forth, as of July 25, 1994, certain
information regarding the beneficial ownership, or the right to acquire
beneficial ownership, of the Common Stock of the Company of each director, each
nominee for election as a director, each executive officer named in the Summary
Compensation Table and all directors and executive officers of the Company as a
group. Unless otherwise indicated, such person has sole voting and dispositive
power with respect to the shares beneficially owned:
Amount and Nature of Percent of
Name of Beneficial Owner Beneficial Ownership Class
------------------------ -------------------- ----------
Jerome Belson 49,000(1)(2) *
Edward B. Cloues, II - *
Joseph Cohen 1,000(2) *
David N. Dinkins - *
Harvey I. Freeman 4,000(3) *
Daniel Friedman 52,674(4)(5) *
Anthony B. Gliedman 67,500(6) *
Nicholas G. Karabots 1,925,613(7)(8) 26.4%
Mitchell Roberts 3,141(2) *
Samuel N. Seidman 9,190(2) *
* Indicates less than 1%
<PAGE>
<PAGE>
Amount and Nature of Percent of
Name of Beneficial Owner Beneficial Ownership Class
------------------------ -------------------- ----------
S. Fred Singer 11,000(2) *
Mohan Vachani 7,500(9) *
James Wall 15,257(10)(11) *
Harvey W. Schultz 10,000(12) *
Directors and
Executive Officers
as a Group
(13 persons) 2,168,919(1, 2, 4-13) 29.7%
* Indicates less than 1%
(1) Includes 5,000 shares owned by a charitable corporation founded by Mr.
Belson and of which he is president.
(2) Includes 1,000 shares which the individual has the right to acquire
pursuant to currently exercisable options.
(3) Jointly owned with Mr. Freeman's wife.
(4) Includes 314 shares of Common Stock held in the Company's Savings and
Salary Deferral Plan allocated to the account of Mr. Friedman.
(5) Includes 13,750 shares which Mr. Friedman has the right to acquire
pursuant to currently exercisable options.
(6) Includes 47,500 shares Mr. Gliedman has the right to acquire pursuant to
currently exercisable options.
(7) See "Compensation Committee Interlocks and Insider Participation" below.
(8) Includes 500 shares which Mr. Karabots has the right to acquire pursuant
to currently exercisable options.
(9) Represents 7,500 shares which Mr. Vachani has the right to acquire
pursuant to currently exercisable options.
(10) Includes 11,750 shares which Mr. Wall has the right to acquire pursuant to
currently exercisable options.
(11) Includes 287 shares of Common Stock held in the Company's Savings and
Salary Deferral Plan allocated to the account of Mr. Wall.
(12) Represents 10,000 shares which Mr. Schultz has the right to acquire
pursuant to currently exercisable options.
(13) Includes 14,250 shares which executives other than those named have the
right to acquire pursuant to currently exercised options.
<PAGE>
<PAGE>
ELECTION OF DIRECTORS
The Board of Directors has amended the By-Laws of the
Company, effective the date of the 1994 Annual Meeting, to
increase the number of directors from ten to eleven. The Board
of Directors of the Company is a classified board divided into
three classes - Class I consisting, effective on the date of the
1994 Annual Meeting, of four directors, Class II consisting of
three directors and Class III consisting of four directors. Each
class of directors serves for a term of three years. At this
Annual Meeting four Class I directors will be elected to serve
until the 1997 Annual Meeting and until their successors are
elected and qualified. Although the Board of Directors does not
expect that any of the persons named will be unable to serve as a
director, should any of them become unavailable for election it
is intended that the shares represented by proxies in the
accompanying form will be voted for the election of a substitute
nominee or nominees selected by the Board.
The following table sets forth information regarding the
nominees of the Board of Directors for election and the directors
whose terms of office do not expire this year.
Year First
Elected As Principal Occupation
Name Age A Director For Past Five Years
- - ---- --- ---------- --------------------
Nominees to serve until the 1997 Annual Meeting (Class I)
Edward B. Cloues, II 46 -- Partner in the law firm of
Morgan, Lewis & Bockius.
David N. Dinkins 67 -- Professor, Columbia
University School of
International and Public
Affairs since January 1994;
Mayor of the City of New York
from January 1990 to
December 1993; Borough
President of Manhattan from
prior to 1989 to December 1989.
Harvey I. Freeman 56 -- Attorney and Real Estate Con-
sultant since August 1991;
Executive Vice President
of the Trump Organization, real
estate development, from prior
to 1989 to July 1991.
<PAGE>
<PAGE>
Year First
Elected As Principal Occupation
Name Age A Director For Past Five Years
- - ---- --- ---------- --------------------
James Wall 57 1991 President of AMREP Southwest
Inc. ("ASI") and of AMREP
Southeast, Inc., wholly-owned
subsidiaries of the Company,
since January 1991; Vice Presi-
dent of ASI from prior to 1989 to
January 1991; General Manager of
Southwest Operations, since
prior to 1989; Senior Vice
President of the Company, since
September 1991.
Directors continuing in office until the l995 Annual Meeting (Class II)
Joseph Cohen 72 1977 Management Consultant.
Daniel Friedman 59 1972 Chairman of the Board of Kable
News Company, Inc., a wholly-
owned subsidiary of the Company;
Senior Vice President of
the Company.
Samuel N. Seidman 60 1977 President of Seidman & Co., Inc.
Economic Consultants and
Investment Bankers.
Directors continuing in office until the 1996 Annual Meeting (Class III)
Jerome Belson 68 1967 Chairman of the Board and Chief
Executive Officer of Jerome
Belson Associates, Inc., a real
estate management company
operating in excess of 15,000
high rise multi-family residential
apartments in New York;
President of Associated Builders
and Owners of Greater New
York, Inc.; Chairman Emeritus of
Waterhouse Investor Services, Inc.
<PAGE>
<PAGE>
Year First
Elected As Principal Occupation
Name Age A Director For Past Five Years
- - ---- --- ---------- --------------------
Anthony B. Gliedman 52 1991 Chairman of the Board,
President and Chief Executive
Officer of the Company, since
July 1991; Executive Vice
President of the Company from
December 1990 until July 1991;
Executive Vice President of the
Trump Organization, real estate
development, from prior to 1989
to December 1990.
Nicholas G. Karabots 61 1993 Chairman of the Board and Chief
Executive Officer of Periodical
Graphics, Inc.; Kappa Publishing
Group, Inc.; Geopedior, Inc. as
well as other affiliated entities,
which companies are engaged
primarily in the fields of printing,
publishing and real estate.
Mohan Vachani 52 1990 Senior Vice President - Chief
Financial Officer of the Company,
since June 1993; Consultant to the
Company, from September 1992 to
June 1993; Vice President-Chief
Financial Officer of Bedford
Properties, Inc., real estate
management and development, from
prior to 1989 until June 1993.
<PAGE>
<PAGE>
Each of Messrs. Belson, Cohen, Gliedman, Karabots, Seidman, Vachani and
Wall has served continuously since the year in which he was first elected.
Daniel Friedman served continuously from 1972 to January 1977, when he
resigned. He was reelected as director in September 1980 and has served
continuously since.
Mr. Karabots was nominated for election as a director pursuant to the
agreement described below in the "Compensation Committee Interlocks and Insider
Participation" section.
Mr. Cloues' law firm represents Mr. Karabots and various corporations owned
by him. He is being nominated for election as a director at the recommendation
of Mr. Karabots.
The Board of Directors and its Committees
- - -----------------------------------------
The Board held five meetings during the last fiscal year.
The Board has an Executive Committee which meets as needed and has the
power to act generally between meetings of the Board. The Committee members are
Anthony B. Gliedman, Daniel Friedman, Mohan Vachani and James Wall. This
Committee met ten times during the last fiscal year.
The Board also has an Audit and Examining Committee, a Human Resources
Committee and a Stock Option Committee. The Human Resources Committee acts as
a compensation committee. The Board does not have a nominating committee.
The Audit and Examining Committee recommends to the Board the engagement of
the auditors, reviews the scope and results of the yearly audit by the
independent auditors, reviews the Company's system of internal controls and
procedures, and investigates where necessary into matters relating to the audit
functions. It reports regularly to the Board concerning its activities. The
current members of this Committee are Joseph Cohen (Chairman), Jerome Belson,
Nicholas G. Karabots, Samuel N. Seidman, and S. Fred Singer. The Committee
held four meetings during the last fiscal year.
The Human Resources Committee makes recommendations to the Board concerning
compensation and other matters relating to employees. The current members of
the Committee are S. Fred Singer (Chairman), Jerome Belson, Joseph Cohen,
Nicholas G. Karabots, Mitchell Roberts, and Samuel N. Seidman. The Committee
held one meeting during the last fiscal year. Messrs. Roberts and Singer are
Class I directors who are not standing for relection.
The Stock Option Committee grants options under, and administers, the 1992
Stock Option Plan. The current members of the Committee are Jerome Belson
(Chairman), S. Fred Singer and Samuel N. Seidman. The Committee held two
meetings during the last fiscal year.
<PAGE>
<PAGE>
Functioning as a Committee of the whole, the Board meets as a Strategy
Committee. This Committee makes recommendations concerning possible new
opportunities for the growth of the Company and actions that should be
considered to meet changing times and conditions. The Committee held four
meetings during the last fiscal year.
Each director of the Company except those directors who are employees and
Messrs. Cohen and Roberts (who are on retainer as consultants to the Company)
is paid a fee of $22,500 per annum. Mr. Vachani was retained as a consultant to
the Company from September 1992 to June 1993 and was also paid director's fees
during this period. See "Compensation Committee Interlocks and Insider
Participation" for further information concerning consulting fees paid to
Messrs. Cohen, Roberts and Vachani. The members of the Audit and Examining
Committee (other than Mr. Cohen) receive $750 for each committee meeting
attended. The members of the Human Resources Committee other than consultants
and employees receive $500 for each committee meeting attended. In addition,
under the Non-Employee Directors Option Plan, each non-employee director
receives on the first business day following the Company's Annual Meeting of
Shareholders an option covering 500 shares of Common Stock of the Company. The
price per share payable upon exercise of such option is either (i) the mean
between the highest and lowest reported sale price of the Common Stock on the
date of grant on the New York Stock Exchange, or (ii) the price of the last
sale of Common Stock on that date as quoted on the New York Stock Exchange,
whichever is higher. For the options granted on September 24, 1993 the exercise
price is $8.875. Each option becomes exercisable as to all or any portion of
the shares covered thereby one year after the date of grant and expires five
years after the date of grant.
The various directors and nominees hold other directorships of public
companies as follows:
Name Director of
---- -----------
Jerome Belson Waterhouse Investor Services, Inc.
Edward B. Cloues, II K-Tron International, Inc.
Samuel N. Seidman Production Systems Acquisition Corporation
As required by the Securities and Exchange Commission rules under Section
16(a) of the Securities Exchange Act of 1934, the Company notes that one of its
directors, Nicholas G. Karabots, was one day late in January 1994 in filing a
report on Form 4 covering the purchase of shares of the Company's Common Stock
during the month of December 1993. The Company is advised that the filing was
delayed by a severe winter storm.
EXECUTIVE COMPENSATION
----------------------
Executive Compensation
- - ----------------------
The Summary Compensation Table below sets forth individual compensation
information for each of the Company's last three fiscal years of its Chief
Executive Officer ("CEO") and the four other most highly paid executive
officers who were serving as such at the end of the Company's fiscal year ended
April 30, 1994.
<PAGE>
<PAGE>
SUMMARY COMPENSATION TABLE
Long Term
Annual Compensation
Compensation Awards
------------ ------------
Securities
Name and Underlying
Principal Options/ All Other
Position Year Salary($) SAR's (#) Compensation($) (1)(2)
- - -------- ---- --------- --------- ---------------
Anthony B. Gliedman 1994 $332,300 -0- $1,540
CEO, Chairman and 1993 289,800 -0- 1,944
President(3) 1992 280,483 10,000 -
Daniel Friedman 1994 249,850 -0- 1,540
Senior Vice President 1993 247,767(4) -0- 2,259
and CEO of Kable 1992 211,242 5,000 -
News Company, Inc.
Mohan Vachani 1994 214,625 15,000 -
Senior Vice President-
Chief Financial
Officer(5)
James Wall 1994 202,625 -0- 1,540
Senior Vice President 1993 183,092 -0- 1,473
and President of 1992 146,667 5,000 1,467
AMREP Southwest
Inc. and AMREP
Southeast, Inc.(6)
Harvey W. Schultz 1994 178,208 -0- 1,540
Senior Vice President 1993 167,158 -0- 281
and President of 1992 41,250 10,000 -
AMREP Solutions, Inc.(7)
(1) Includes amounts contributed by the Company to the Company's Savings and
Salary Deferral Plan.
(2) Other compensation in the form of personal benefits to the named persons
has been omitted because it does not exceed the lesser of $50,000 or 10%
of the total annual salary and bonus as to each.
(3) Mr. Gliedman joined the Company as Executive Vice President in December
1990 and became CEO, Chairman and President in July 1991.
(4) Includes $6,667 of retroactive salary increase.
(5) Mr. Vachani became Senior Vice President in June 1993.
(6) Mr. Wall became Senior Vice President of the Company in September 1991 and
President of both AMREP Southwest Inc. and AMREP Southeast, Inc. in January
1991.
(7) Mr. Schultz joined the Company in February 1992 as a Senior Vice President
and also as President of AMREP Solutions, Inc.
<PAGE>
<PAGE>
Option Tables
- - -------------
The following table sets forth, for the CEO and each of the executive
officers named in the Summary Compensation Table, information with respect to
grants of stock options made during the fiscal year ended April 30, 1994.
Option/SAR Grants in Last Fiscal Year
<TABLE>
<CAPTION>
Potential Realizable
Value at Assumed
Annual Rates of
Stock Appreciation
Individual Grants For Option Term(2)
----------------------------------------- ------------------
% of Total
Options
Granted to Exercise or
Options Employees in Base Price Expiration
Name Granted # Fiscal Year ($/sh) Date 5%($) 10%($)
---- --------- ----------- ---------- ---------- ----- ------
<S> <C> <C> <C> <C> <C> <C>
Anthony B. Gliedman -0- -- -- -- -- --
Daniel Friedman -0- -- -- -- -- --
James Wall -0- -- -- -- -- --
Mohan Vachani 15,000(1) 35.7% $6.625 6/28/96 $15,675 $32,925
Harvey W. Schultz -0- -- -- -- -- --
<FN>
(1) The options are exercisable as to 50% of the shares one year after the
date of grant and the remaining 50% two years after the date of grant.
(2) The dollar amounts under these columns use the 5% and 10% rates of
appreciation prescribed by the Securities and Exchange Commission's rules.
They would result in per share prices at the expiration date of the
options of $7.67 and $8.82, respectively. The Company makes no
representations as to the future prices of its Common Stock.
</TABLE>
<PAGE>
<PAGE>
The following table sets forth option exercise activity in the last fiscal
year and the fiscal year end option values with respect to the CEO and each of
the executive officers named in the Summary Compensation Table based on the
market price of the Common Stock of the Company at April 30, 1994.
Aggregated Option/SAR Exercises in the Fiscal
---------------------------------------------
Year Ended April 30, 1994 and April 30, 1994
--------------------------------------------
Option/SAR Values
-----------------
Shares
Acquired
Name On Exercise Value Realized
---- ----------- --------------
Anthony B. Gliedman -- --
Daniel Friedman 2,500 $2,968.75
James Wall 2,500 $2,968.75
Mohan Vachani -- --
Harvey W. Schultz -- --
Values of
Number of Unexercised
Unexercised In-the-money
Options at Options at
4/30/94 4/30/94
----------- ------------
Exercisable Unexercisable Exercisable Unexercisable
----------- ------------- ----------- -------------
Anthony B. Gliedman 47,500 12,500 $149,375 $37,500
Daniel Friedman 13,750 1,250 34,063 3,750
James Wall 11,750 1,250 32,313 3,750
Mohan Vachani -0- 15,000 -0- 16,875
Harvey W. Schultz 10,000 -0- 27,500 -0-
<PAGE>
<PAGE>
Human Resources Committee Executive Compensation Report
- - -------------------------------------------------------
The Human Resources Committee ("HRC"), consisting of all six of the
non-employee directors, is the Company's Compensation Committee. Three members
of the HRC (Messrs. Belson, Seidman and Singer) also constitute the Stock
Option Committee. The HRC's recommendations regarding executive compensation
other than stock option grants must be approved by the entire Board, of which
HRC members constitute a majority, but the Stock Option Committee has sole
authority to award options.
Compensation Policy for Executive Officers
------------------------------------------
The HRC's policy is that the Company's executive officers should be
paid a salary commensurate with their responsibilities, should receive
short-term incentive compensation in the form of a bonus which reflects both
the Company's profits for a year and the executive's performance during the
year, and should receive long-term incentive compensation in the form of stock
options.
The policy with respect to salaries of executive officers other than
the Chief Executive Officer ("CEO") is that they should be in amounts
recommended by the CEO, and the current salaries, which for the named executive
officers are incorporated in employment agreements having a two-year term
ending September 30, l995, are in the amounts recommended by the CEO. At the
time the current employment agreements were entered into all of the named
executive officers held employment agreements that continued until September
30, 1994. The considerations entering into the determination by the CEO of the
salaries for the named executives which he recommended to the HRC were the
salaries payable under those earlier employment agreements, his subjective
evaluation of the abilities and past performances of the respective executives
and his judgment of their potential for enhancing the profitability of the
Company. The CEO has advised the HRC that, in his subjective judgment based on
his experience and knowledge of the market place, such salaries are reasonable
and proper in light of the respective duties and responsibilities of the
executives.
On the recommendation of the HRC, the Board in September l993 adopted
the Company's Bonus Plan for Executives and Key Employees pursuant to which, in
each year that the Company's earnings exceed a formula amount, a percentage of
the excess becomes a Bonus Pool. Under this Plan (which is described in detail
below under the caption "Employment Contracts with Executives") each executive
officer having an employment agreement other than the CEO is to receive from
the Bonus Pool such percentage thereof as the CEO determines, but the bonus
amount to any such executive officer may not exceed his or her salary for the
applicable year. The CEO has informed the Committee that his determinations of
awards from the Bonus Pool will be based on his subjective evaluation of the
performance of each executive during the applicable year. The CEO presently
contemplates that such evaluation will include the executive's contribution to
the Company's profitability for the year, the extent to which the executive
successfully resolved problems which arose during the year and the extent to
which the executive had been effective in laying the ground work for increased
future profitability of the Company. The earnings in fiscal l994 were
insufficient to fund the Bonus Pool.
<PAGE>
<PAGE>
It is the policy of the Stock Option Committee generally to grant
options to executives only under the Company's l992 Stock Option Plan and in
amounts not exceeding the amounts recommended by the CEO. The CEO has advised
the Committee that his recommendations for grants will reflect his subjective
judgment of the performances of employees and the potential benefit to the
Company from the grant of this form of incentive compensation. The CEO, among
other things, considers the amounts and terms of options granted in the past in
recommending option grants. Mr. Vachani became Senior Vice President- Chief
Financial Officer in June 1993 having been a consultant to the Company for the
preceeding nine months. The CEO felt that Mr. Vachani, as a senior officer,
should have the added incentive to enhance the value of the Company provided by
options and thus recommended to the Stock Option Committee that he be granted
an option to purchase 15,000 shares of Common Stock. 315,000 shares of Common
Stock are reserved for issuance under such Plan and through April 30, l994
options for a total of 42,000 shares have been granted, of which 25,000 were
granted to executives in the l994 fiscal year, including those granted to Mr.
Vachani.
Section 162(m) of the Internal Revenue Code, enacted in 1993,
generally disallows a tax deduction to public companies for compensation over
$1,000,000 paid to each of the Company's Chief Executive Officer and the four
other most highly compensated executive officers. The Compensation Committee
has not established any policy regarding annual compensation to such executive
officers in excess of $1,000,000.
Bases for Chief Executive Officer's Compensation
------------------------------------------------
Anthony B. Gliedman, the CEO, was employed in late l990 as Executive
Vice President with the expectation that he would become the CEO within a year
upon the anticipated retirement of Howard W. Friedman, the then CEO. Mr.
Gliedman's initial annual salary was $275,000, which was approximately 90% of
Mr. Friedman's. Until October 1, l993, Mr. Gliedman's salary was increased
only by a percentage equal to the percentage increase in the cost-of-living.
In fiscal l992, the year in which Mr. Gliedman became CEO, the Company
had an after-tax loss of nearly $7 million, and in fiscal l993 the Company had
a small profit. Based upon this improvement and the expectation that it would
continue under Mr. Gliedman's leadership, the HRC recommended (i) that his
salary be increased to $360,000 and (ii) the adoption of the Bonus Plan with
Mr. Gliedman to receive 25% of the Bonus Pool up to an amount equal to his
salary. Before the HRC made its recommendation, one of its members had analyzed
several published surveys of CEO compensation and reported to it that, in his
judgment based on such analysis, the recommended compensation was within a
reasonable range.
On October 1, l993, the Company entered into a three-year contract of
employment with Mr. Gliedman, pursuant to which his annual salary became
$360,000. The Bonus Plan provides that Mr. Gliedman shall receive 25% of the
Bonus Pool but not exceeding an amount equal to his salary paid for the
applicable year.
<PAGE>
<PAGE>
Pursuant to the agreement under which Mr. Gliedman was hired, he
received in December 1990 a 5-year option to purchase 50,000 shares of the
Company's common stock. In addition, in December l99l he received a three-year
option to purchase 10,000 shares of the common stock. Both of these options
have exercise prices equal to the market value of the Company's common stock on
the respective dates of grant. No stock options were granted to Mr. Gliedman
in fiscal 1994.
In September l993, the HRC recommended that the Company from time to
time loan to Mr. Gliedman up to $360,000 with the proceeds to be used solely to
purchase shares of the Company's common stock, the loans to carry interest at
the average rate paid by the Company, 10% of the loan to be repaid annually and
the unpaid balance of each advance to be repaid on the fifth anniversary of the
borrowing. The HRC made the recommendation because it believed it would be in
the Company's best interest for Mr. Gliedman to have a meaningful equity
interest in the Company. The Board approved such loan and in December l993 Mr.
Gliedman borrowed $l50,500 from the Company and applied the proceeds to the
purchase of 20,000 shares of the Company's common stock from the Company at a
price of $7.625 per share, the then market price.
S. Fred Singer, Chairman
Jerome Belson
Joseph Cohen
Nicholas G. Karabots
Mitchell Roberts
Samuel N. Seidman
Human Resources Committee
Compensation Committee Interlocks and Insider Participation
- - -----------------------------------------------------------
Joseph Cohen is an independent management consultant. He is retained by
the Company as a management consultant under a year-to-year oral agreement and
was paid $127,727 as consulting fees in the fiscal year ended April 30, 1994.
During the year, he consulted in connection with the Company's marketing
programs, performed system analyses for the Company's construction and
development operations, and consulted with Kable News Company, Inc. in
connection with various systems and operations. Mitchell Roberts, a former
Vice President for personnel of the Company, is retained as a consultant under
a year-to-year oral agreement and was paid $52,197 as consulting fees in the
fiscal year ended April 30, 1994. He consulted principally with respect to
personnel and insurance matters. Mohan Vachani was a member of the
Compensation Committee until he resigned in June 1993, when he was elected
Senior Vice President-Chief Financial Officer of the Company. He was retained
as a consultant to the Company from September 1992 to June 1993 and was paid
$8,333 as consultant fees in the fiscal year ended April 30, 1994. He
consulted in connection with administration, fiscal planning and business
expansion matters.
<PAGE>
<PAGE>
On August 4, 1993, pursuant to an agreement with Nicholas G. Karabots
and two corporations he then owned, the Company acquired for its Kable News
Company subsidiary ("Kable") various rights to distribute magazines, and in
payment issued a total of 575,593 shares of the Company's common stock. The
distribution rights cover various magazines published by unaffiliated
publishers as well as magazines published by publishers controlled by Mr.
Karabots. In the case of the publishers controlled by Mr. Karabots, the
distribution arrangements generally were for terms of the next seven years with
provision for extension for a further three years. In connection with the
transaction, Kable advanced to publishers controlled by Mr. Karabots and
reimbursed his distribution company for advances made to other publishers in
respect of magazines then currently to be distributed in an aggregate amount of
$670,000, which Kable has largely recouped from the distribution of such
magazines. Additionally, to replace advances which otherwise would have been
made by the predecessor distributors, Kable, in accordance with industry
practice, also extended 4-month interest free loans in an aggregate amount of
$750,000 to other publishers controlled by Mr. Karabots as Kable became the
distributor for such publishers, which amounts have been repaid.
As distributor under the above distribution agreements, Kable purchases
magazines from publishing companies owned or controlled by Mr. Karabots, and
during the fiscal year ended April 30, 1994 paid such companies a total of
approximately $12,200,000 for magazines. Kable continues as distributor for
such companies and anticipates that it will pay them in the current fiscal year
substantially more than such amount.
As part of its agreement with Mr. Karabots, the Company proposed him for
election to the Board of Directors at the 1993 Annual Meeting and has agreed,
subject to certain exceptions, that so long as he owns at least one-half of the
common stock issued in the transaction the Company will propose him for
election at each shareholders meeting for the election of directors until July
2003, unless he is already in a Class of the Board whose term continues beyond
such meeting.
Mr. Karabots has reported that since August, 1993, he acquired in the open
market the beneficial ownership of 153,200 shares of the Company's common
stock; that on March 1, 1994, he purchased from Peter B. Bedford an additional
1,196,320 shares; and that at July 25, 1994, including shares acquirable on
exercise of options he owned beneficially 1,925,613 shares, approximately 26.4%
of the outstanding shares. Mr. Karabots also has reported that (i) the shares
acquired in the open market were purchased by a corporation of which he is the
controlling shareholder and that such corporation used its general corporate
funds to make the purchases and (ii) he used a combination of personal funds
and funds borrowed from entities which he controls to acquire the shares from
Mr. Bedford.
Messrs. Cohen, Karabots and Roberts are members of the Human Resources
Committee.
<PAGE>
<PAGE>
Performance Graph
- - -----------------
The graph below compares the cumulative total shareholder return on
AMREP's common stock with the cumulative total return of the Standard & Poor's
500 Index and the Standards & Poor's Homebuilding Index for the five years
beginning April 30, 1989 and ending April 30, 1994 (assuming the investment of
$100 in the Company's stock, the S&P 500 Index and the S&P Homebuilding Index
on April 30, 1989, and the reinvestment of all dividends).
[GRAPH]
1989 1990 1991 1992 1993 1994
---- ---- ---- ---- ---- ----
AMREP CORP 100 92.06 60.32 82.54 74.60 98.41
S&P 500 INDEX 100 110.55 130.03 148.28 161.97 170.59
HOMEBUILDING INDEX 100 93.42 119.19 144.36 169.14 171.78
<PAGE>
<PAGE>
Employment Contracts with Executives
- - ------------------------------------
The Company has employment agreements with Messrs. Gliedman, Friedman,
Wall, Vachani and Schultz. The employment term of the agreement with Mr.
Gliedman is for the three years ending September 30, 1996, but the term is
automatically extended each year for one year unless prior to a September 30th
which is two years prior to the then end of the term either Mr. Gliedman or the
Company elects to have the term not so extended. The employment term of all
the other agreements ends September 30, 1995.
The compensation provided by Mr. Gliedman's agreement is an annual salary
of not less than $360,000 with a cost-of-living increase on each October 1st,
plus a bonus in an amount equal to 25% of the bonus pool ("Bonus Pool") created
by the Company's Bonus Plan for Executives and Key Employees but not exceeding
his salary for the applicable year. The compensation provided by the
agreements with Messrs. Friedman, Wall, Vachani and Schultz is an annual salary
of not less than the following amounts with a cost of living increase on
October 1, 1995:
Daniel Friedman $236,000
James Wall 215,000
Mohan Vachani 236,500
Harvey W. Schultz 185,000
Mr. Friedman was paid in fiscal 1994 an additional $20,000 to compensate him
for the reduction in the pension which will be payable to him under the
Company's retirement plan resulting from a change in the tax law, and the
Company currently is paying him such additional amount.
Each of Messrs. Friedman, Wall, Vachani and Schultz will receive such
percentage of the Bonus Pool as the CEO determines but the bonus amount to the
executive may not exceed his earnings for the applicable year.
The Bonus Pool for a fiscal year is 15% of the Bonus Pool Earnings (if
any) for that year. The Bonus Pool Earnings for a fiscal year is determined by
(A) deducting from the Company's after-tax income for the year the following:
(a) an inflation adjustment consisting of (x) the shareholders' equity at
the beginning of the year times (y) the percentage increase in the
cost of living during the year, and
(b) a return on equity, consisting of 5.1% of the shareholders' equity at
the beginning of the year,
and (B) dividing the resultant amount by the reciprocal of the effective income
tax rate applicable to the Company for such year.*
* For example, if the amount determined by (A) for a year were $620,000 and
the effective tax rate for the year were 38%, the Bonus Pool Earnings for
that year would be $620,000 divided by 0.62, or $1,000,000.
<PAGE>
<PAGE>
In the event there is a "Change in Control" of the Company, each of the
five executives will have the option to have an amount equal to the bonus paid
or payable to him for the fiscal year immediately preceding the date of
exercise of such option frozen into his salary and, if such option is
exercised, will also have the option to terminate his employment and become a
consultant to the Company until the end of his employment term. As a
consultant, the executive will be paid 57-1/2% of his salary at the time of
termination of the employment period (plus a cost of living adjustment). There
will be a "Change in Control" of the Company if, among other things, 20% or
more of the Company's Common Stock is acquired by a person or a group and such
person or group, by its filing on Schedule 13D under the Securities Exchange
Act of 1934 or otherwise, indicates the intention of seeking or exercising
control of the Company or reserves the right to do so.
The employment agreements with Messrs. Gliedman, Wall and Friedman
provide that each shall be included in the management slate for election as a
director and shall be elected to the respective offices presently held by him
during the employment term. The employment agreements with Messrs. Vachani and
Schultz provide that each shall be elected to the offices presently held by him
during the employment term.
Each of the employment agreements provide for certain continuing payments
in the event of the death or disability of the executive.
Retirement Benefits
- - -------------------
The following table sets out estimated annual retirement benefits payable under
the life annuity form of pension to a person retiring at age 65, for specified
earnings and years of service, estimated as of January 1, 1994.
Pension Plan Table
Average
Annual Pay (c) Years of Credited Service
- - -------------- --------------------------------------------------------
15 Years 20 Years 25 Years 30 Years 35 Years
-------- -------- -------- -------- --------
$100,000 $19,765 $26,353 $32,941 $39,529 $46,118
125,000 $25,390 $33,853 $42,316 $50,779 $59,243
150,000 $31,015 $41,353 $51,691 $62,029 $72,368
175,000 $36,640 $48,853 $61,066 $73,279 $85,493
200,000 $42,265 $56,353 $70,441 $84,529 $98,618
225,000 $47,890 $63,853 $79,816 $95,779 $111,743
(a) The benefit amounts listed in the table are not subject to any
deduction for Social Security benefits or other offset amounts.
<PAGE>
<PAGE>
(b) Compensation considered in determining the retirement benefit is the
compensation shown in the "Salary" column of the Summary Compensation
Table. Annual benefits are limited to a maximum benefit of $118,800
in 1994 and maximum current covered compensation of $150,000 in 1994.
(c) The highest average annual earnings in any period of 60 consecutive
months.
(d) Mr. Gliedman has three years of credited service, Mr. Friedman has
twenty-three years of credited service, Mr. Wall has twenty-three
years of credited service, Mr. Schultz has one year of credited
service, and Mr. Vachani has no years of credited service. Assuming
(i) these individuals continue to be employed until age 65, (ii)
their annual salaries increase at an annual rate of 5% and (iii) they
elect life annuity form of pension, their annual retirement benefits
would be as set forth below:
Estimated
Benefit
---------
Anthony B. Gliedman $51,397
Daniel Friedman $79,170
James Wall $78,159
Harvey W. Schultz $39,048
Mohan Vachani $42,955
Certain Transactions
- - --------------------
See "Human Resources Committee Report - Bases for Chief Executive
Officer's Compensation" for information concerning a loan to Mr. Gliedman and
his purchase of common stock from the Company. See "Compensation Committee
Interlocks and Insider Participation" for information concerning consulting
fees paid Joseph Cohen, Mitchell Roberts and Mohan Vachani and transactions
with Nicholas G. Karabots.
<PAGE>
<PAGE>
AUDITORS
--------
The consolidated financial statements of the Company and its subsidiaries
included in the Annual Report to Shareholders for the fiscal years ended April
30, 1994 and 1993 have been examined by Arthur Andersen & Co., independent
public accountants. A representative of Arthur Andersen & Co. is expected to
attend the meeting with the opportunity to make a statement if the
representative desires, and it is expected such representative will be
available to respond to appropriate questions from shareholders. The Board of
Directors has not yet acted with respect to the selection of auditors for
fiscal 1995.
OTHER MATTERS
-------------
The Board of Directors knows of no matters which will be presented for
consideration at the meeting other than the matters referred to in this
statement. Should any other matters properly come before the meeting, it is
the intention of the persons named in the accompanying proxy to vote such proxy
in accordance with their best judgment.
SOLICITATION OF PROXIES
-----------------------
The Company will bear the cost of this solicitation of proxies. In
addition to solicitation of proxies by mail, the Company may reimburse brokers
and other nominees for the expense of forwarding proxy materials to the
beneficial owners of stock held in their names. The Company has also retained
The Kissel-Blake Organization, Inc. to assist in the solicitation of proxies
and will pay that firm a fee of $8,000 and reimburse it for out-of-pocket
expenses, estimated not to exceed $3,000. Directors, officers and employees of
the Company may also solicit proxies on behalf of the Board of Directors but
will not receive any additional compensation therefor.
SHAREHOLDER PROPOSALS
---------------------
From time to time shareholders present proposals which may be proper
subjects for inclusion in the Proxy Statement and for consideration at the
annual meetings. To be considered, proposals must be submitted on a timely
basis. Proposals for the 1995 meeting must be received by the Company no later
than April 17, 1995.
By Order of the Board of Directors
Loretta L. Alonso, Secretary
Dated: August 15, 1994
<PAGE>
<PAGE>
Upon the written request of any shareholder of the Company, the Company
will provide to such shareholder a copy of the Company's Annual Report on Form
10-K for 1994, including the financial statements and the schedules thereto,
filed with the Securities and Exchange Commission. Any request should be
directed to Loretta L. Alonso, Secretary, AMREP Corporation, 10 Columbus
Circle, New York, New York 10019. There will be no charge for such report
unless one or more exhibits thereto are requested, in which case the Company's
reasonable expenses of furnishing exhibits may be charged.
<PAGE>
<PAGE>
APPENDIX
TO
PROXY STATEMENT
OF
AMREP CORPORATION
Dated August 15, 1994
The substantive information conveyed by the
Performance Graph on Page 17 of the Proxy Statement is contained
in the table which appears at the bottom of Page 17.
<PAGE>
<PAGE>
PROXY PROXY
AMREP CORPORATION
Solicited by Board of Directors for
Annual Meeting of Shareholders
_______________________
September 23, 1994, 9:00 A.M. Local Time
The undersigned hereby appoints Rudolph J. Skalka, Valerie Ascuitto and
Loretta L. Alonso, and each of them acting alone, will full power of
substitution, proxies to vote the Common Stock of the undersigned at the 1994
Annual Meeting of Shareholders of AMREP Corporation, and any adjournment
thereof, for the election of directors as set forth in the Proxy Statement of
the Board of Directors dated August 15, 1994, and upon all matters which come
before said meeting or any adjournment thereof.
Receipt of the Notice of Annual Meeting of Shareholders and accompanying
Proxy Statement of the Board of Directors is acknowledged.
(Continued and to be signed on reverse side)
<PAGE>
<PAGE>
Unless otherwise specified, this proxy will be voted FOR the election
of directors.
Please mark boxes [X] in blue or black ink.
A vote FOR is recommended by the Board of Directors.
For election of four (4) Directors as described in the Proxy Statement
of the Board of Directors.
FOR all nominees listed below (except as WITHHOLD AUTHORITY
marked to the contrary below) [ ] to vote for all nominees listed
below. [ ]
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name on the space provided below.)
Edward B. Cloues, II, David N. Dinkins, Harvey I. Freeman, James Wall
______________________________________________
Dated __________________, 1994
____________________________
(Signature)
____________________________
(Signature)
If stock is held in the name of more than
one person, all holders should sign. Sign
exactly as name or names appear at left.
Persons signing in a fiduciary capacity
should include their title as such.
PLEASE MARK, DATE, SIGN, AND MAIL YOUR PROXY PROMPTLY
IN THE ENVELOPE PROVIDED
