<PAGE>
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
------------------------------
(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)
January 5, 1995
-----------------------------------
(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 9 pages
<PAGE>
CUSIP No. 032159105 Page 2 of 9 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
2,368,093
NUMBER OF ------------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH ------------------------------------------------------------
REPORTING PERSON 9. SOLE DISPOSITIVE POWER
WITH
2,368,093
------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,368,093
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.1%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 032159105 Page 3 of 9 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
1,071,180
NUMBER OF ------------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH ------------------------------------------------------------
REPORTING PERSON 9. SOLE DISPOSITIVE POWER
WITH
1,071,180
------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,071,180
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.5%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 032159105 Page 4 of 9 pages
This Amendment No. 7 to Schedule 13D ("Amendment No. 7") amends and
supplements the prior statement on Schedule 13D (the "Statement") as filed by
Mr. Karabots on Amendment No. 6 to Schedule 13D dated September 15, 1994,
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, all of
which relate to the Common Stock, $.10 par value, of AMREP Corporation, an
Oklahoma corporation. In the event that any disclosure contained in this
Amendment No. 7 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. 7.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Statement is hereby amended by adding two new paragraphs
following the last paragraph of Item 3 as follows:
Mr. Karabots acquired beneficial ownership of an aggregate of 40,900 shares
of Common Stock of the Corporation through open market purchases made by Glendi
between September 16, 1994 and January 4, 1995, and one privately negotiated
purchase on December 22, 1994, for an aggregate purchase price of $260,625.
Glendi made these purchases using general corporate funds.
Mr. Karabots acquired beneficial ownership of 100,090 shares (the "Friedman
Shares") of Common Stock of the Corporation held by Howard W. Friedman ("Mr.
Friedman"), when Glendi entered into a Share Purchase Agreement with Mr.
Friedman on January 5, 1995 (the "Friedman Share Purchase Agreement"), a copy of
which is attached hereto as Exhibit F and incorporated herein by reference.
Glendi acquired the Friedman Shares at a closing held on January 5, 1995 in
accordance with the Friedman Share Purchase Agreement. The purchase price was
$8.00 per share or a total purchase price of $800,720, and Glendi used general
corporate funds to consummate the purchase.
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 2,368,093 shares of the
Common Stock reported on this Statement, which shares represent approximately
32.1% of the
<PAGE>
CUSIP No. 032159105 Page 5 of 9 pages
outstanding shares of the Common Stock./1/ Mr. Karabots owns 751,913 of such
shares of the Common Stock directly, he owns 1,071,180 of such shares indirectly
through Glendi, and he owns the remaining 545,000 of such shares indirectly
through other corporations of which he is the sole shareholder, sole director
and chief executive officer, none of which other 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 2,368,093 shares of the Common Stock reported on this Statement. Glendi
also has sole voting and sole dispositive power as to 1,071,180 of such shares.
(c) In addition to the Friedman Shares, Glendi has purchased 40,900 shares
of the Common Stock on the open market and through private purchases since
September 15, 1994, as set forth on Annex I hereto.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
Item 6 of the Statement is hereby amended by adding one new paragraph
following the fifth paragraph of Item 6 as follows:
On January 5, 1995, Glendi and Mr. Friedman entered into the Friedman Share
Purchase Agreement, which provided for the purchase of the Friedman Shares by
Glendi at a price $8.00 per share or a total purchase price of $800,720. Glendi
acquired the Friedman Shares at a closing held on January 5, 1995 in accordance
with the Friedman Share Purchase Agreement.
Item 7. Material to be Filed as Exhibits
Item 7 of the Statement is hereby amended by adding one new paragraph
following the last paragraph of Item 7 as follows:
F. Share Purchase Agreement, dated January 5, 1995, by and between Glendi
Publications, Inc. and Howard W. Friedman.
- --------------------
/1/ The percentage of outstanding shares of the Common Stock was calculated
with reference to the shares outstanding as of December 13, 1994, as
reported in the Corporation's Quarterly Report on Form 10-Q for the
quarterly period ended October 31, 1994.
<PAGE>
CUSIP No. 032159105 Page 6 of 9 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.
January 5, 1995 /s/ Nick G. Karabots
---------------------- ------------------------------------
Date Nick G. Karabots
<PAGE>
CUSIP No. 032159105 Page 7 of 9 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.
January 5, 1995 By: /s/ Nick G. Karabots
---------------------- ----------------------------------
Date Name: Nick G. Karabots
Title: Chairman
<PAGE>
CUSIP No. 032159105 Page 8 of 9 pages
ANNEX I
TRANSACTIONS IN THE COMMON STOCK OF THE CORPORATION
SINCE SEPTEMBER 15, 1994
<TABLE>
<CAPTION>
Person
Effecting Nature of Number of Price Per
Date Transaction Transaction Shares Share
<S> <C> <C> <C> <C>
October 28, 1994 Glendi Purchase 8,000 $7.625
December 6, 1994 Glendi Purchase 3,500 $6.50
December 22, 1994 Glendi Purchase 14,000 $5.75
December 28, 1994 Glendi Purchase 10,000 $6.25
December 30, 1994 Glendi Purchase 4,400 $6.25
December 30, 1994 Glendi Purchase 1,000 $6.375
=====================================================================
</TABLE>
All of the purchases reflected in this Annex I were open market purchases except
for the December 22, 1994 acquisition of 14,000 shares, which was a private sale
and purchase.
<PAGE>
CUSIP No. 032159105 Page 9 of 9 pages
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Page No.
- ------- --------
<S> <C>
10 Share Purchase Agreement, dated January 5, 1995, 10
by and between Glendi Publications, Inc. and
Howard W. Friedman.
</TABLE>
<PAGE>
Exhibit 10
SHARE PURCHASE AGREEMENT
THIS SHARE PURCHASE AGREEMENT is made this 5th day of January, 1995,
by and between GLENDI PUBLICATIONS, INC., a Delaware corporation ("Purchaser"),
and HOWARD W. FRIEDMAN, a resident of New York ("Seller").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, Seller is the owner of, among others, One Hundred Thousand
Ninety (100,090) shares (the "Shares") of the Common Stock, par value $.10 per
share, of AMREP CORPORATION, an Oklahoma corporation ("AMREP"); and
WHEREAS, Seller wishes to sell the Shares to Purchaser at a price of
Eight Dollars ($8.00) per share or a total purchase price of Eight Hundred
Thousand Seven Hundred Twenty Dollars ($800,720), and Purchaser wishes to
purchase the Shares for such purchase price;
NOW, THEREFORE, for and in consideration of the mutual promises herein
contained and intending to be legally bound hereby, the parties agree as
follows:
ARTICLE I - The Sale
1.1 Purchase and Sale. At a closing (the "Closing") to be held at
-----------------
the offices of Morgan, Lewis & Bockius, 101 Park Avenue, New York, New York, on
Thursday, January 5, 1995 at 9:30 a.m., or at such other place or on such other
date as the parties shall mutually agree (the "Closing Date"), Seller shall sell
to Purchaser, and Purchaser shall purchase from Seller, the Shares for a price
per share of Eight Dollars ($8.00), or an aggregate purchase price of Eight
Hundred Thousand Seven Hundred Twenty Dollars ($800,720) (the "Purchase Price"),
payable in accordance with the terms of Section 1.2 hereof.
1.2 Payment of Purchase Price and Delivery of Shares. At the
------------------------------------------------
Closing, Seller shall deliver to Purchaser the certificate(s) 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 Seller at any
time or upon the happening of any stated event, any of the Shares)
(collectively, "Encumbrances") other than the rights of Purchaser pursuant to
the terms of 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 Purchaser to Seller of the Purchase Price by bank or certified
check.
<PAGE>
1.3 Equitable Remedies. Seller acknowledges that the Shares are
------------------
unique and otherwise not available and agrees that in addition to any other
remedies, Purchaser may invoke any equitable remedies to enforce delivery of the
Shares hereunder, including without limitation, an action or suit for specific
performance.
1.4 Change or Exchange of Shares. In the event that the Shares shall
----------------------------
be changed into or exchanged for a different number or kind of shares of capital
stock or other securities of AMREP or of another company (whether by reason of
merger, consolidation, recapitalization, reclassification, split-up, combination
of shares, stock dividend, or otherwise), then there shall be substituted for
the Shares the number and kind of shares of capital stock or other securities
into which the Shares shall have been so changed or for which the Shares shall
have been so exchanged. In such case, Seller shall deliver such substituted
shares or other securities to Purchaser at the Closing in exchange for the
Purchase Price, without adjustment.
1.5 Dividends. Any dividends or other distributions declared, set
---------
aside, or paid by AMREP or another company on or with respect to the Shares
(including any shares of capital stock or other securities into which the Shares
shall have been changed or for which the Shares shall have been exchanged) on or
after the date hereof shall be and be deemed to be the property of Purchaser
absolutely, and Seller shall pay over to Purchaser on the Closing Date, or if
such dividend or other distribution shall not have been received by Seller by
the Closing Date, promptly upon such receipt, any amounts received by Seller for
or on account of such dividends or other distributions.
ARTICLE II - Representations and Warranties
2.1 Representations and Warranties of Seller. Seller hereby
----------------------------------------
represents and warrants to Purchaser as follows:
(a) Ownership of the Shares. Seller is the lawful owner,
-----------------------
beneficially and of record, of the Shares. On the date hereof, the
Shares are, and on the Closing Date the Shares will be, free and clear
of all Encumbrances except for the rights of Purchaser pursuant to the
terms of this Agreement.
(b) Authority Relative to this Agreement. Seller has the
------------------------------------
power to execute, deliver and perform this Agreement and to carry out
his obligations hereunder. 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 his
executing and carrying out the terms of this Agreement and selling the
Shares to Purchaser as provided herein. No authorization, consent or
approval of any third party is necessary for the consummation by
Seller of the transactions contemplated hereby.
- 2 -
<PAGE>
(c) Valid and Binding Agreement. This Agreement constitutes
---------------------------
the valid and binding obligation of Seller and is enforceable against
Seller in accordance with its terms.
(d) Status of Shares. All of the Shares were acquired by
----------------
Seller in 1961 in exchange for shares of other companies, and have
been held by Seller continuously thereafter. 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 Federal or state securities laws.
(e) Status and Knowledge of Seller. Seller is a former
------------------------------
director and officer of AMREP, and is generally familiar with the
financial condition, business, and prospects of AMREP. Seller
acknowledges that he knows, or has had the opportunity to acquire, all
information concerning the business, affairs, financial condition and
prospects of AMREP which he deems relevant to making a fully informed
decision regarding the consummation of the transactions contemplated
hereby. Seller further acknowledges that he has been supplied with
copies of all Reports on Form 10-K, 10-Q and 8-K, and all proxy
statements, filed by AMREP within the two-year period immediately
preceding the date of this Agreement, and copies of all Schedules 13D
and Amendments thereto filed by Nick G. Karabots ("Karabots") and by
Purchaser within such period.
2.2 Representations and Warranties of Purchaser. Purchaser hereby
-------------------------------------------
represents and warrants to Seller as follows:
(a) Authority Relative to this Agreement. Purchaser is a
------------------------------------
corporation duly organized, validly existing and in good standing
under the laws of the State of Delaware and has the corporate power
and authority to execute, deliver and perform this Agreement and to
carry out its obligations hereunder. 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 executing and carrying out the terms of this Agreement. No
authorization, consent or approval of any third party is necessary for
the consummation by Purchaser of the transactions contemplated hereby.
(b) Valid and Binding Agreement. The execution, delivery and
---------------------------
performance of this Agreement by Purchaser have been duly authorized
by all necessary corporate action on the part of Purchaser, and this
Agreement constitutes the valid and binding obligation of Purchaser,
enforceable against it in accordance with its terms.
- 3 -
<PAGE>
(c) Status and Knowledge of Purchaser. The sole shareholder
---------------------------------
of Purchaser is Karabots, who is a director of AMREP and is generally
familiar with the financial condition, business and prospects of
AMREP. Purchaser acknowledges that it knows, or has had the
opportunity to acquire, all information concerning the business,
affairs, financial condition and prospects of AMREP which it deems
relevant to making a fully informed decision regarding the
consummation of the transactions contemplated hereby.
(d) Investment Intent. Purchaser is purchasing the Shares for
-----------------
investment only and not with a view to the distribution or resale
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
3.1 Conditions Precedent to Purchaser's Obligations. The obligations
-----------------------------------------------
of Purchaser under this Agreement are subject to the conditions that (a) the
representations and warranties of Seller 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) Seller shall have
delivered to Purchaser a certificate dated the Closing Date to such effect; (c)
Karabots shall continue to be alive and shall not be disabled; and (d) no
litigation or administrative action shall have been commenced or shall be
threatened against any person with respect to the consummation of the
transactions provided for herein. For purposes of this Section 3.1, Karabots
will be deemed disabled if he is unable to engage in any substantial gainful
activity by reason of any medically determinable physical or mental impairment
which can be expected to result in death or which has lasted or can be expected
to last for a continuous period of not less than six months.
3.2 Conditions Precedent to Seller's Obligations. The obligations of
--------------------------------------------
Seller under this Agreement are subject to the conditions that (a) the
representations and warranties of Purchaser 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; (b) Purchaser shall have
delivered to Seller a certificate dated the Closing Date to such effect; and (c)
no litigation or administrative action shall have been commenced or shall be
threatened against any person with respect to the consummation of the
transactions provided for herein.
- 4 -
<PAGE>
ARTICLE IV - General Provisions
4.1 Brokers' and Finders' Fees.
--------------------------
(a) Purchaser represents and warrants to Seller that all
negotiations relating to this Agreement have been carried on by
Purchaser 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
Purchaser agrees to indemnify and hold Seller harmless from and
against any and all claims, losses, liabilities or expenses which may
be asserted against Seller as a result of any dealings, arrangements
or agreements between Purchaser and any such person, firm, corporation
or entity.
(b) Seller represents and warrants to Purchaser that all
negotiations relating to this Agreement have been carried on by Seller
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 Seller
agrees to indemnify and hold Purchaser harmless from and against any
and all claims, losses, liabilities or expenses which may be asserted
against Purchaser as a result of any dealings, arrangements or
agreements between Seller and any such person, firm, corporation or
entity.
4.2 Expenses. Each party hereto shall pay his or its 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 between 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. The rights under this Agreement
-----------------------------
may not be assigned, and the obligations under this Agreement may not be
delegated 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, personal
representatives, successors, and assigns of the parties hereto.
- 5 -
<PAGE>
4.5 Waiver. Any term or provision 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 well-established courier service
(such as FedEx), 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 Seller, to: Howard W. Friedman
1036 Channel Drive
Hewlett Harbor, NY 11557
If to Purchaser, to: Brookside Farm
110 Skippack Pike
Fort Washington, PA 19034
Attn.: President
With a copy to: Steven B. King
P.O. Box 736
Fort Washington, PA 19034
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 by 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, personal representatives, 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, prior to or after the
------------------
Closing, execute and deliver without delay or charge such further instruments
and shall do such further acts and things as may be necessary or desirable to
carry out the terms of this Agreement and the sale of the Shares to Purchaser as
provided herein.
4.10 Counterparts. This Agreement may be executed in 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
- 6 -
<PAGE>
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.
Attest: GLENDI PUBLICATIONS, INC.
/s/ John M. Walton III By: /s/ Nick S. Karabots
- ----------------------------------- --------------------------------------
Secretary Chairman
Witness:
/s/ Theresa Bacari /s/ Howard W. Friedman (SEAL)
- ----------------------------------- --------------------------------
Howard W. Friedman
- 7 -
<PAGE>
Commonwealth of Pennsylvania :
: ss
County of Montgomery :
On this the 4th day of January, 1995, before me personally appeared
Nick Karabots and John M. Walton III, to me known and known by me to be the
Chairman and Secretary, respectively, of Glendi Publications, Inc., and who
executed the foregoing instrument, and they duly acknowledged to me that they
executed the same of their own free will for, in the name of, and on behalf of
Glendi Publications, Inc., for the purposes therein set forth.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
/s/ Kathryn D. Schrader
----------------------------------------------
Notary Public
SEAL My commission expires:
- 8 -
<PAGE>
State of New York :
: ss
County of Nassau :
On this the 18th day of November, 1994, before me personally appeared
Howard W. Friedman, 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.
/s/ Linda Whitney
----------------------------------------------
Notary Public
SEAL My commission expires: Oct. 1, 1996
- 9 -
