SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended July 31, 1995
-------------------------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission File Number 1-4702
---------
AMREP Corporation
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(Exact name of registrant as specified in its charter)
Oklahoma 59-0936128
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
641 Lexington Avenue, Sixth Floor, New York, New York 10022
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 705-4700
----------------
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the Registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days.
Yes X No
-------- -------
Number of Shares of Common Stock, par value $.10 per share,
outstanding at September 13, 1995 - 7,395,650.
<PAGE>
FORM 10-Q
AMREP CORPORATION AND SUBSIDIARIES
INDEX
-----
PART I PAGE NO.
------ --------
Consolidated Financial Statements:
Balance Sheets
July 31, 1995 (Unaudited) and
April 30, 1995 (Audited) 1
Statements of Operations and Retained Earnings (Unaudited)
Three Months Ended July 31, 1995 and 1994 2
Statements of Cash Flows (Unaudited)
Three Months Ended July 31, 1995 and 1994 3-4
Notes to Consolidated Financial Statements 5
Management's Discussion and Analysis 6-7
PART II
-------
Other Information 8
Signatures 9
Exhibit Index 10
<PAGE>
FORM 10-Q
AMREP CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
July 31, 1995 and April 30, 1995
(Thousands, except par value and number of shares)
July 31, April 30,
1995 1995
----------- ---------
(Unaudited) (Audited)
ASSETS
------
Cash and cash equivalents $ 9,845 $ 9,266
Receivables, net:
Real estate operations 10,628 10,644
Magazine circulation operations 42,605 39,391
Real estate inventory 72,761 72,464
Rental and other real estate projects 10,727 11,622
Investment property 8,549 8,751
Property, plant and equipment-at cost-
net of accumulated depreciation and
amortization of $11,031 at July 31, 1995
and $10,706 at April 30, 1995 14,843 14,128
Other assets 14,068 14,671
Excess of cost of subsidiary over net
assets acquired 5,205 5,205
-------- --------
$189,231 $186,142
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Accounts payable, deposits and
accrued expenses $ 32,944 $ 32,048
Notes payable:
Amounts due within one year 11,160 9,105
Amounts subsequently due 48,955 50,015
Collateralized mortgage obligations 2,443 2,533
Deferred income taxes 27,015 26,520
-------- --------
122,517 120,221
-------- --------
Shareholders' equity:
Common stock, $.10 par value;
shares authorized--20,000,000;
shares issued and outstanding--
7,395,650 at July 31, 1995 and
7,393,650 at April 30, 1995 740 739
Capital contributed in excess of par value 44,914 44,903
Retained earnings 21,060 20,279
-------- --------
66,714 65,921
-------- --------
$189,231 $186,142
======== ========
See notes to consolidated financial statements.
-1-
<PAGE>
FORM 10-Q
AMREP CORPORATION AND SUBSIDIARIES
Consolidated Statements of Operations and Retained Earnings (Unaudited)
Three Months Ended July 31, 1995 and 1994
(Thousands, except shares and per share amounts)
1995 1994
------------ ------------
REVENUES
--------
Real estate operations:
Home and condominium sales $ 23,505 $ 21,498
Land sales 1,987 2,785
------------ ------------
25,492 24,283
Magazine circulation operations 13,917 9,604
Interest and other operations 1,513 1,868
------------ ------------
40,922 35,755
------------ ------------
COSTS AND EXPENSES
------------------
Real estate cost of sales 20,377 19,925
Operating expenses:
Magazine circulation operations 11,251 7,123
Real estate commissions and selling 1,582 1,335
Other 1,655 1,698
General and administrative:
Real estate operations and corporate 2,054 1,902
Magazine circulation operations 1,692 1,286
Interest, net 1,010 809
------------ ------------
39,621 34,078
------------ ------------
Income before provision
for income taxes 1,301 1,677
PROVISION FOR INCOME TAXES 520 667
------------ ------------
Net income 781 1,010
RETAINED EARNINGS, beginning of period 20,279 16,264
------------ ------------
RETAINED EARNINGS, end of period $ 21,060 $ 17,274
============ ============
NET INCOME PER SHARE $ 0.11 $ 0.14
============ ============
Weighted average number of common
shares outstanding 7,394,514 7,303,821
============ ============
See notes to consolidated financial statements.
-2-
<PAGE>
FORM 10-Q
AMREP CORPORATION AND SUBSIDIARIES
Statements of Cash Flows (Unaudited) (Page 1 of 2)
Three Months Ended July 31, 1995 and 1994
(Thousands)
1995 1994
---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 781 $ 1,010
---------- ----------
Adjustments to reconcile net income to
net cash provided by operating activities -
Depreciation and amortization 1,913 1,461
Changes in assets and liabilities -
Receivables (3,198) 715
Real estate inventory (297) 2,026
Rental and other real estate projects 895 1,074
Investment property 202 33
Other assets (946) (751)
Accounts payable, deposits and
accrued expenses 946 (304)
Deferred income taxes 495 629
---------- ----------
Total adjustments 10 4,883
---------- ----------
Net cash provided by
operating activities 791 5,893
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (1,117) (506)
Other, net - (43)
---------- ----------
Net cash used by investing activities (1,117) (549)
---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from debt financing 7,467 3,501
Principal debt payments (6,562) (8,976)
Proceeds from exercise of stock options - 39
---------- ----------
Net cash provided (used) by financing
activities 905 (5,436)
---------- ----------
See notes to consolidated financial statements.
-3-
<PAGE>
FORM 10-Q
AMREP CORPORATION AND SUBSIDIARIES
Statements of Cash Flows (Unaudited) (Page 2 of 2)
Three Months Ended July 31, 1995 and 1994
(Thousands)
1995 1994
---------- ----------
Increase (decrease) in cash and cash
equivalents 579 (92)
CASH AND CASH EQUIVALENTS, beginning
of period 9,266 6,623
---------- ----------
CASH AND CASH EQUIVALENTS, end
of period $ 9,845 $ 6,531
========== ==========
SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid - net of amounts capitalized $ 1,177 $ 1,555
========== ==========
Income taxes paid $ 25 $ -
========== ==========
See notes to consolidated financial statements.
-4-
<PAGE>
FORM 10-Q
AMREP CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
Three Months Ended July 31, 1995 and 1994
Note 1:
------- The consolidated financial statements included herein have
been prepared by the Company, without audit, pursuant to the
rules and regulations of the Securities and Exchange
Commission. The consolidated financial statements reflect
all adjustments which are, in the opinion of management,
necessary to reflect a fair presentation of the results for
the interim periods presented. Certain information and
footnote disclosures normally included in financial
statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant
to such rules and regulations, although the Company believes
that the disclosures are adequate to make the information
presented not misleading. It is suggested that these
consolidated financial statements be read in conjunction with
the consolidated financial statements and the notes thereto
included in the Company's latest annual report on Form 10-K.
Note 2:
------- Certain amounts in the July 31, 1994 Statements of Operations
have been reclassified to conform to the presentation used at
July 31, 1995.
-5-
<PAGE>
FORM 10-Q
AMREP CORPORATION AND SUBSIDIARIES
Management's Discussion and Analysis of
Financial Condition and Results of Operations
July 31, 1995
FINANCIAL CONDITION
-------------------
The Company has obtained a commitment to increase its
line-of-credit which is generally available for its magazine
circulation operations from $27.5 million to $32.5 million.
This commitment would also extend the arrangement to August
31, 1998. There is $27.5 million outstanding under this
arrangement at July 31, 1995. A substantial amount of the
Company's lines-of-credit for real estate operations was
originally due to mature in fiscal 1996, but renewals have
been received on these credit arrangements, and, as a result,
repayments are due at various dates during fiscal 1997.
RESULTS OF OPERATIONS
---------------------
Total revenues for the quarter ended July 31, 1995 increased
approximately 14% over the similar period last year,
reflecting higher revenues from both home and condominium
sales and magazine circulation operations. Revenues from
home and condominium sales increased approximately 9%
resulting from an increase in the average revenues per
housing unit closed. 215 housing units were delivered in the
first quarter of both years. The average revenue per unit
closed increased to $109,300 in the first quarter this year
from $100,000 in the similar period last year, resulting
primarily from price increases and a shift to the building of
larger, more expensive houses in Rio Rancho. The gross
margin on housing sales increased by approximately $1.2
million in the first quarter this year as compared to the
similar period last year, resulting from price increases as
well as the favorable effect of production strategies and
efficiencies introduced last fiscal year. Revenues and gross
profit from land sales decreased to a decrease in the level
of commercial and industrial lot sales. Land sale revenues
and related gross profits can vary from period to period as a
result of the nature and timing of specific transactions, and
is not an indication of amounts that may be expected to
occur in future periods. As a result of these factors, gross
profit from housing and land sales increased by
approximately $800,000 in the first quarter this year as
compared to the similar period last year.
-6-
<PAGE>
FORM 10-Q
AMREP CORPORATION AND SUBSIDIARIES
Management's Discussion and Analysis of
Financial Condition and Results of Operations
July 31, 1995
Revenues from magazine circulation operations increased 45%
in the first quarter this year as compared to the similar
period last year. The increase is due primarily to the
acquisition in January 1995 of the business of Fulfillment
Corporation of America (FCA) and growth in fulfillment
subscription services. At the same time expenses increased
at a slightly greater pace than revenues primarily because
efficiencies being introduced by Kable to FCA's former
operations were not yet fully implemented. It is expected
that the profit margin of the Fulfillment Division will
improve upon completion of the transition period, and the
profit margins of the Fulfillment and Newsstand Divisions
will then generally be comparable. Primarily as a result of
these factors, operating income from the magazine
circulation operations decreased by approximately $200,000 in
the first quarter this year from the similar period last
year.
The increase in real estate commissions and selling expenses
was primarily the result of increased revenues from home and
condominium sales as well as increased costs related to land
sales. Real estate and corporate general and administrative
expenses increased from $1.9 million in the first quarter
last year to $2.1 million in the similar period this year due
primarily to increases in payroll and various other general
expenses.
Interest expense increased in the first quarter this year
due primarily to higher average borrowings for the magazine
circulation operations and higher interest rates, since a
large portion of the Company's borrowings are related to the
prime rate. Interest and other operations' revenues
decreased this year because the prior year included various
nonrecurring matters.
-7-
<PAGE>
PART II
Other Information
-----------------
Item 6. Exhibits and Reports on Form 8-K
------- --------------------------------
(a) Exhibits:
10 (a) Letter Agreement dated May 23, 1995
amending the Employment Agreement
between Registrant and Daniel Friedman,
Senior Vice President of Registrant.
10 (b) Letter Agreement dated May 23, 1995
amending the Employment Agreement
between Registrant and Harvey W. Schultz,
Senior Vice President of Registrant.
10 (c) Letter Agreement dated May 23, 1995
amending the Employment Agreement
between Registrant and Mohan Vachani,
Senior Vice President of Registrant.
10 (d) Letter Agreement dated May 23, 1995
amending the Employment Agreement
between Registrant and James Wall,
Senior Vice President of Registrant.
27 Financial Data Schedule.
(b) Reports on Form 8-K:
During the quarter ended July 31, 1995,
Registrant filed a Current Report on Form 8-K/A-2
dated July 10, 1995, reporting under Item 7.
Financial Statements and Exhibits filing the
following financial statements of Fulfillment
Corporation of America:
1 Audited Financial Statements for the
Twelve Months ended December 31, 1993
and 1992.
2 Unaudited Statements of Operations and
Statements of Cash Flows for the Nine Months
ended September 30, 1994 and 1993, Balance
Sheet as of September 30, 1994, and Notes to
Financial Statements.
-8-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly
authorized.
AMREP CORPORATION
(Registrant)
Dated: September 13, 1995 By: /s/ Mohan Vachani
-----------------------
Senior Vice President,
Chief Financial Officer
Dated: September 13, 1995 By: /s/ Peter M. Pizza
-----------------------
Controller
-9-
<PAGE>
EXHIBIT INDEX
-------------
10 (a) Letter Agreement dated May 23, 1995
amending the Employment Agreement
between Registrant and Daniel Friedman,
Senior Vice President of Registrant.
10 (b) Letter Agreement dated May 23, 1995
amending the Employment Agreement
between Registrant and Harvey M. Schultz,
Senior Vice President of Registrant.
10 (c) Letter Agreement dated May 23, 1995
amending the Employment Agreement
between Registrant and Mohan Vachani,
Senior Vice President of Registrant.
10 (d) Letter Agreement dated May 23, 1995
amending the Employment Agreement
between Registrant and James Wall,
Senior Vice President of Registrant.
27 Financial Data Schedule
-10-
EXHIBIT 10 (a)
May 23, 1995
Mr. Daniel Friedman
Senior Vice President
AMREP Corporation
641 Lexington Avenue
Sixth Floor
New York, New York 10022
Dear Mr. Friedman:
Reference is made to the Employment Agreement (the
"Agreement") dated October 1, 1993, between AMREP Corporation and you.
This letter will serve to confirm the agreement between us to amend the
Agreement as follows:
1. Section 2 is amended to read in its entirety as
follows:
"2. Term. Unless earlier ended as
hereinafter in this Agreement provided, the
term of Executive's employment (the "Term")
shall continue to and end on September 30,
1996 (the "Term End")."
2. The third sentence of paragraph (b) of Section
4 is amended to read in its entirety as follows:
"The Salary shall be increased October
1, 1995 by a percentage at least equal to the
percentage, if any, by which the CPI for the
month of September 1995 exceeds the CPI for
the month of September 1994, and the resultant
amount shall thereafter be the Salary."
3. Section 6 is amended by changing "September 30,
1995" in the first sentence thereof to "the Term End."
<PAGE>
Mr. Daniel Friedman, Senior Vice President May 23, 1995
AMREP Corporation Page -2-
4. Paragraph (b) of Section 9 is amended to read
as follows:
"(b) In the event there is a Change
in Control of the Company during the Term,
then:
(i) At the sole option of Executive
exercised within ninety days of such event
(but not thereafter) an amount equal to the
Bonus of the Executive for the Year
immediately preceding the date of exercise of
such option (the "Bonus Increment") shall be
added to and become part of the Salary
effective as of May 1st of the Year in which
Executive exercises such option (with the
amount of the resulting increase in Salary
applicable to the period from May 1st of such
Year to and including the month of exercise
payable at the time of exercise) and, from and
after such exercise, (A) Executive shall not
be entitled to any further Bonuses, and (B)
if such option is exercised prior to the
October 1st next preceding the Term End, the
Salary as so increased shall be increased
effective such October 1st by the same
percentage as the percentage increase in the
CPI computed as set forth in paragraph (b) of
Section 4; and
(ii) If the option described in
clause (i) of this paragraph (b) is exercised,
Executive simultaneously may terminate his
services as an officer and employee and become
a consultant to the Company on such date as
Executive elects, in which event (A) he shall
serve as a consultant to the Company and
perform Consulting Services from such date
until the Term End, and (B) the Company shall
pay Executive for his Consulting Services in
monthly installments a consulting fee in an
amount equal to 57-1/2% of the Salary at the
<PAGE>
Mr. Daniel Friedman, Senior Vice President May 23, 1995
AMREP Corporation Page -3-
rate prevailing at the date of such
termination of the Executive's employment as
an employee, and if the date of such
termination is prior to the October 1st next
preceding the Term End, such amount shall be
increased effective such October 1st by the
same percentage as the percentage increase in
the CPI computed as set forth in paragraph (b)
of Section 4."
5. Paragraph (b) of Section 10 is amended by
changing "September 30, 1995" in the third line thereof to "the Term
End."
6. Paragraph (c) of Section 10 is amended by
changing "September 30, 1995" in the third line thereof to "the Term
End" and by changing clause (iii) thereof to read as follows:
"(iii) If the date of such discharge
or termination is prior to the October 1st
next preceding the Term End, the Salary shall
be increased effective such October 1st by the
same percentage as the percentage increase in
the CPI computed as set forth in paragraph
(b) of Section 4."
Please indicate your agreement of the foregoing by
signing and returning the enclosed copy of this letter.
Very truly yours,
AMREP CORPORATION
By: /s/ Anthony Gliedman
------------------------
Chairman of the Board
of Directors
AGREED:
/s/ Daniel Friedman
-------------------
Daniel Friedman
<PAGE>
EXHIBIT 10 (b)
May 23, 1995
Mr. Harvey W. Schultz
Senior Vice President
AMREP Corporation
641 Lexington Avenue
Sixth Floor
New York, New York 10022
Dear Mr. Schultz:
Reference is made to the Employment Agreement (the
"Agreement") dated October 1, 1993, between AMREP Corporation and you.
This letter will serve to confirm the agreement between us to amend the
Agreement as follows:
1. Section 2 is amended to read in its entirety as
follows:
"2. Term. Unless earlier ended as
hereinafter in this Agreement provided, the
term of Executive's employment (the "Term")
shall continue to and end on September 30,
1996 (the "Term End")."
2. The third sentence of paragraph (b) of Section
4 is amended to read in its entirety as follows:
"The Salary shall be increased October
1, 1995 by a percentage at least equal to the
percentage, if any, by which the CPI for the
month of September 1995 exceeds the CPI for
the month of September 1994, and the resultant
amount shall thereafter be the Salary."
3. Section 6 is amended by changing "September 30,
1995" in the first sentence thereof to "the Term End."
<PAGE>
Mr. Harvey W. Schultz, Senior Vice President May 23, 1995
AMREP Corporation Page -2-
4. Paragraph (b) of Section 9 is amended to read
as follows:
"(b) In the event there is a Change
in Control of the Company during the Term,
then:
(i) At the sole option of Executive
exercised within ninety days of such event
(but not thereafter) an amount equal to the
Bonus of the Executive for the Year
immediately preceding the date of exercise of
such option (the "Bonus Increment") shall be
added to and become part of the Salary
effective as of May 1st of the Year in which
Executive exercises such option (with the
amount of the resulting increase in Salary
applicable to the period from May 1st of such
Year to and including the month of exercise
payable at the time of exercise) and, from and
after such exercise, (A) Executive shall not
be entitled to any further Bonuses, and (B)
if such option is exercised prior to the
October 1st next preceding the Term End, the
Salary as so increased shall be increased
effective such October 1st by the same
percentage as the percentage increase in the
CPI computed as set forth in paragraph (b) of
Section 4; and
(ii) If the option described in
clause (i) of this paragraph (b) is exercised,
Executive simultaneously may terminate his
services as an officer and employee and become
a consultant to the Company on such date as
Executive elects, in which event (A) he shall
serve as a consultant to the Company and
perform Consulting Services from such date
until the Term End, and (B) the Company shall
pay Executive for his Consulting Services in
monthly installments a consulting fee in an
amount equal to 57-1/2% of the Salary at the
<PAGE>
Mr. Harvey W. Schultz, Senior Vice President May 23, 1995
AMREP Corporation Page -3-
rate prevailing at the date of such
termination of the Executive's employment as
an employee, and if the date of such
termination is prior to the October 1st next
preceding the Term End, such amount shall be
increased effective such October 1st by the
same percentage as the percentage increase in
the CPI computed as set forth in paragraph (b)
of Section 4."
5. Paragraph (b) of Section 10 is amended by
changing "September 30, 1995" in the third line thereof to "the Term
End."
6. Paragraph (c) of Section 10 is amended by
changing "September 30, 1995" in the third line thereof to "the Term
End" and by changing clause (iii) thereof to read as follows:
"(iii) If the date of such discharge
or termination is prior to the October 1st
next preceding the Term End, the Salary shall
be increased effective such October 1st by the
same percentage as the percentage increase in
the CPI computed as set forth in paragraph
(b) of Section 4."
Please indicate your agreement of the foregoing by
signing and returning the enclosed copy of this letter.
Very truly yours,
AMREP CORPORATION
By: /s/ Anthony Gliedman
------------------------
Chairman of the Board
of Directors
AGREED:
/s/ Harvey W. Schultz
---------------------
Harvey W. Schultz
<PAGE>
EXHIBIT 10 (c)
May 23, 1995
Mr. Mohan Vachani
Senior Vice President
AMREP Corporation
641 Lexington Avenue
Sixth Floor
New York, New York 10022
Dear Mr. Vachani:
Reference is made to the Employment Agreement (the
"Agreement") dated October 1, 1993, between AMREP Corporation and you.
This letter will serve to confirm the agreement between us to amend the
Agreement as follows:
1. Section 2 is amended to read in its entirety as
follows:
"2. Term. Unless earlier ended as
hereinafter in this Agreement provided, the
term of Executive's employment (the "Term")
shall continue to and end on September 30,
1996 (the "Term End")."
2. The third sentence of paragraph (b) of Section
4 is amended to read in its entirety as follows:
"The Salary shall be increased October
1, 1995 by a percentage at least equal to the
percentage, if any, by which the CPI for the
month of September 1995 exceeds the CPI for
the month of September 1994, and the resultant
amount shall thereafter be the Salary."
3. Section 6 is amended by changing "September 30,
1995" in the first sentence thereof to "the Term End."
<PAGE>
Mr. Mohan Vachani, Senior Vice President May 23, 1995
AMREP Corporation Page -2-
4. Paragraph (b) of Section 9 is amended to read
as follows:
"(b) In the event there is a Change
in Control of the Company during the Term,
then:
(i) At the sole option of Executive
exercised within ninety days of such event
(but not thereafter) an amount equal to the
Bonus of the Executive for the Year
immediately preceding the date of exercise of
such option (the "Bonus Increment") shall be
added to and become part of the Salary
effective as of May 1st of the Year in which
Executive exercises such option (with the
amount of the resulting increase in Salary
applicable to the period from May 1st of such
Year to and including the month of exercise
payable at the time of exercise) and, from and
after such exercise, (A) Executive shall not
be entitled to any further Bonuses, and (B)
if such option is exercised prior to the
October 1st next preceding the Term End, the
Salary as so increased shall be increased
effective such October 1st by the same
percentage as the percentage increase in the
CPI computed as set forth in paragraph (b) of
Section 4; and
(ii) If the option described in
clause (i) of this paragraph (b) is exercised,
Executive simultaneously may terminate his
services as an officer and employee and become
a consultant to the Company on such date as
Executive elects, in which event (A) he shall
serve as a consultant to the Company and
perform Consulting Services from such date
until the Term End, and (B) the Company shall
pay Executive for his Consulting Services in
monthly installments a consulting fee in an
amount equal to 57-1/2% of the Salary at the
<PAGE>
Mr. Mohan Vachani, Senior Vice President May 23, 1995
AMREP Corporation Page -3-
rate prevailing at the date of such
termination of the Executive's employment as
an employee, and if the date of such
termination is prior to the October 1st next
preceding the Term End, such amount shall be
increased effective such October 1st by the
same percentage as the percentage increase in
the CPI computed as set forth in paragraph (b)
of Section 4."
5. Paragraph (b) of Section 10 is amended by
changing "September 30, 1995" in the third line thereof to "the Term
End."
6. Paragraph (c) of Section 10 is amended by
changing "September 30, 1995" in the third line thereof to "the Term
End" and by changing clause (iii) thereof to read as follows:
"(iii) If the date of such discharge
or termination is prior to the October 1st
next preceding the Term End, the Salary shall
be increased effective such October 1st by the
same percentage as the percentage increase in
the CPI computed as set forth in paragraph
(b) of Section 4."
Please indicate your agreement of the foregoing by
signing and returning the enclosed copy of this letter.
Very truly yours,
AMREP CORPORATION
By: /s/ Anthony Gliedman
------------------------
Chairman of the Board
of Directors
AGREED:
/s/ Mohan Vachani
-----------------
Mohan Vachani
<PAGE>
EXHIBIT 10 (d)
May 23, 1995
Mr. James Wall
Senior Vice President
AMREP Corporation
641 Lexington Avenue
Sixth Floor
New York, New York 10022
Dear Mr. Wall:
Reference is made to the Employment Agreement (the
"Agreement") dated October 1, 1993, between AMREP Corporation and you.
This letter will serve to confirm the agreement between us to amend the
Agreement as follows:
1. Section 2 is amended to read in its entirety as
follows:
"2. Term. Unless earlier ended as
hereinafter in this Agreement provided, the
term of Executive's employment (the "Term")
shall continue to and end on September 30,
1996 (the "Term End")."
2. The third sentence of paragraph (b) of Section
4 is amended to read in its entirety as follows:
"The Salary shall be increased October
1, 1995 by a percentage at least equal to the
percentage, if any, by which the CPI for the
month of September 1995 exceeds the CPI for
the month of September 1994, and the resultant
amount shall thereafter be the Salary."
3. Section 6 is amended by changing "September 30,
1995" in the first sentence thereof to "the Term End."
<PAGE>
Mr. James Wall, Senior Vice President May 23, 1995
AMREP Corporation Page -2-
4. Paragraph (b) of Section 9 is amended to read
as follows:
"(b) In the event there is a Change
in Control of the Company during the Term,
then:
(i) At the sole option of Executive
exercised within ninety days of such event
(but not thereafter) an amount equal to the
Bonus of the Executive for the Year
immediately preceding the date of exercise of
such option (the "Bonus Increment") shall be
added to and become part of the Salary
effective as of May 1st of the Year in which
Executive exercises such option (with the
amount of the resulting increase in Salary
applicable to the period from May 1st of such
Year to and including the month of exercise
payable at the time of exercise) and, from and
after such exercise, (A) Executive shall not
be entitled to any further Bonuses, and (B)
if such option is exercised prior to the
October 1st next preceding the Term End, the
Salary as so increased shall be increased
effective such October 1st by the same
percentage as the percentage increase in the
CPI computed as set forth in paragraph (b) of
Section 4; and
(ii) If the option described in
clause (i) of this paragraph (b) is exercised,
Executive simultaneously may terminate his
services as an officer and employee and become
a consultant to the Company on such date as
Executive elects, in which event (A) he shall
serve as a consultant to the Company and
perform Consulting Services from such date
until the Term End, and (B) the Company shall
pay Executive for his Consulting Services in
monthly installments a consulting fee in an
amount equal to 57-1/2% of the Salary at the
<PAGE>
Mr. James Wall, Senior Vice President May 23, 1995
AMREP Corporation Page -3-
rate prevailing at the date of such
termination of the Executive's employment as
an employee, and if the date of such
termination is prior to the October 1st next
preceding the Term End, such amount shall be
increased effective such October 1st by the
same percentage as the percentage increase in
the CPI computed as set forth in paragraph (b)
of Section 4."
5. Paragraph (b) of Section 10 is amended by
changing "September 30, 1995" in the third line thereof to "the Term
End."
6. Paragraph (c) of Section 10 is amended by
changing "September 30, 1995" in the third line thereof to "the Term
End" and by changing clause (iii) thereof to read as follows:
"(iii) If the date of such discharge
or termination is prior to the October 1st
next preceding the Term End, the Salary shall
be increased effective such October 1st by the
same percentage as the percentage increase in
the CPI computed as set forth in paragraph
(b) of Section 4."
Please indicate your agreement of the foregoing by
signing and returning the enclosed copy of this letter.
Very truly yours,
AMREP CORPORATION
By: /s/ Anthony Gliedman
------------------------
Chairman of the Board
of Directors
AGREED:
/s/ James Wall
-------------------
James Wall
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