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 O-11:1
................................................
<PAGE>
4) Proposed maximum aggregate value of transaction:
................................................
(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>
AMREP CORPORATION
(An Oklahoma corporation)
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
November 1, 1995
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of AMREP
CORPORATION (the "Company") will be held at the Plaza Hotel, White & Gold
Suites, 768 Fifth Avenue, New York, New York 10019 on November 1, 1995 at 9:00
A.M. for the following purposes:
(1) To elect three directors, each 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 September 22, 1995 as the record date for the determination of
shareholders of the Company entitled to notice of and to vote at the meeting and
any adjournment thereof. 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, 641 Lexington Avenue, New York, New York 10022.
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
Valerie Asciutto, Secretary
Dated: October 2, 1995
New York, New York
<PAGE>
AMREP CORPORATION
641 Lexington Avenue
New York, New York 10022
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
To be Held 9:00 A.M. November 1, 1995
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 November 1, 1995,
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 October 2, 1995.
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 1995 Annual Report of the Company for the fiscal year ended
April 30, 1995, including financial statements, accompanies this Proxy
Statement. Such Annual Report does not constitute a part of the proxy
solicitation material.
<PAGE>
VOTING SECURITIES
Only shareholders of record at the close of business on September 22, 1995,
the date fixed by the Board of Directors in accordance with the By-Laws,
are entitled to vote at the meeting and any adjournment thereof. As of
September 15, 1995, the Company had issued and outstanding 7,395,650 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 September 15,
1995 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 2,729,093(2) 36.9%
P.O. Box 736
Fort Washington, PA 19034
Albert Russo(3) 679,070 9.2%
Lena Russo
Clifton Russo
Lawrence Russo
c/o American Simlex Company
401 Broadway
Suite 1712
New York, New York 10013
Dimensional Fund Advisors Inc.(4) 537,222 7.3%
1299 Ocean Avenue
11th Floor
Santa Monica, CA 90401
______________________
(1) Except as set forth in Footnotes 3 and 4, the beneficial
owners have sole voting and investment power over the
shares owned.
(2) Includes 1,000 shares which Mr. Karabots has the right to
acquire pursuant to currently exercisable options.
(3) In a Schedule 13D under the Securities Exchange Act of 1934
filed jointly by Albert Russo, Lena Russo, Clifton Russo
and Lawrence Russo, the filing persons reported that they
share voting power as to 679,070 shares representing 9.2%
of the outstanding Common Stock of the Company and that
Albert Russo, Lena Russo, Clifton Russo and Lawrence Russo
have sole dispositive power as to 327,891, 58,740, 153,967
and 138,472 shares, respectively, of the Common
<PAGE>
Stock representing 4.4%, 0.8%, 2.1%, and 1.9% of the
outstanding Common Stock.
(4) Dimensional Fund Advisors Inc. ("Dimensional"), a
registered investment advisor, is deemed to have beneficial
ownership of 537,222 shares of Common Stock of the Company
all of which shares are held in portfolios of DFA
Investment Dimensions Group Inc., a registered open-end
investment company, or in series of the DFA Investment
Trust Company, a Delaware business trust, or the DFA Group
Trust and the DFA Participation Group Trust, investment
vehicles for qualified employee benefit plans, all of which
Dimensional serves as investment manager. Dimensional
disclaims beneficial ownership of all such shares.
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth, as of September 15, 1995, 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, each 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 44,500(1) *
Edward B. Cloues, II 2,500(2) *
Joseph Cohen 1,500(1) *
David N. Dinkins 500(2) *
Harvey I. Freeman 4,500(2)(3) *
Daniel Friedman 46,424(4)(5) *
Anthony B. Gliedman 85,000(6) 1.1%
Nicholas G. Karabots 2,729,093(7) 36.9%
Samuel N. Seidman 9,690(1) *
Mohan Vachani 18,000(8) *
James Wall 19,007(9)(10) *
Harvey W. Schultz 2,000(11) *
Directors and
Executive Officers
as a Group
(13 persons) 2,974,714(12) 39.4%
--------------------------------
* Indicates less than 1%
(1) Includes 1,500 shares which the individual has the right to
acquire pursuant to currently exercisable options.
(2) Includes 500 shares which the individual has the right to acquire
pursuant to currently exercisable options.
<PAGE>
(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 7,500 shares which Mr. Friedman has the right to acquire
pursuant to currently exercisable options.
(6) Includes 55,000 shares Mr. Gliedman has the right to acquire
pursuant to currently exercisable options.
(7) Includes 1,000 shares which Mr. Karabots has the right to acquire
pursuant to currently exercisable options.
(8) Includes 17,500 shares which Mr. Vachani has the right to acquire
pursuant to currently exercisable options.
(9) Includes 7,500 shares which Mr. Wall has the right to acquire
pursuant to currently exercisable options.
(10) Includes 287 shares of Common Stock held in the Company's Savings
and Salary Deferral Plan allocated to the account of Mr. Wall.
(11) Includes 2,000 shares which Mr. Schultz has the right to acquire
pursuant to currently exercisable options.
(12) Includes 12,000 shares which an executive other than those named
have the right to acquire pursuant to currently exercised
options.
<PAGE>
ELECTION OF DIRECTORS
The Board of Directors has amended the By-Laws of the Company, effective
the date of the 1995 Annual Meeting, to decrease the number of directors from
eleven to ten. The Board of Directors of the Company is a classified board
divided into three classes - Class I consisting of four directors, Class II
consisting of three directors and Class III consisting, effective on the date of
the 1995 Annual Meeting, of three directors. Each class of directors serves for
a term of three years. At this Annual Meeting three Class II directors will be
elected to serve until the 1998 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 l998 Annual Meeting (Class II)
Daniel Friedman 60 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 61 1977 President of Seidman &
Co., Inc., Economic
Consultants and Investment
Bankers.
<PAGE>
Mohan Vachani* 53 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
1990 to June 1993.
--------------------------
* Mr. Vachani currently is a Class III director, but he has
resigned as such a director contingent and
effective upon his election as a Class II director at the 1995 Annual
Meeting.
<PAGE>
Year First
Elected As Principal Occupation
Name Age A Director For Past Five Years
---- --- ---------- --------------------
Directors continuing in office until the 1996 Annual Meeting (Class
III)
Jerome Belson 70 1967 Chairman of the Board and
Chief Executive Officer of
Jerome Belson Associates,
Inc., a real estate
management company
operating in excess of
10,000 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.
Anthony B. Gliedman* 53 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 to July
1991; Executive Vice
President of the Trump
Organization, real estate
development, from prior to
1990 to December 1990.
Nicholas G. Karabots 62 1993 Chairman of the Board and
Chief Executive Officer of
Spartan Organization,
Inc.; KPG, Inc., the
general partner of Kappa
Printing Group, L.P.;
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.
-----------------------
* Mr. Gliedman became seriously ill in mid-July, 1995 and
currently is on a medical leave of absence of indefinite duration, and
it is not known whether, or when, he will be able to resume his duties
as a director and Chief Executive Officer.
<PAGE>
Year First
Elected As Principal Occupation
Name Age A Director For Past Five Years
---- --- ---------- --------------------
Directors continuing in office until the 1997 Annual Meeting (Class I)
Edward B. Cloues, II 47 1994 Partner in the law
firm of Morgan, Lewis
& Bockius.
David N. Dinkins 68 1994 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.
Harvey I. Freeman 57 1994 Attorney and Real
Estate Consultant
since August 1991;
Executive Vice
President of the
Trump Organization,
real estate
development, from
prior to 1990 to
July 1991.
James Wall 58 1991 President of AMREP
Southwest Inc.
("ASI") and of
AMREP Southeast,
Inc., wholly-owned
subsidiaries of the
Company, since
January 1991; Vice
President of ASI
from prior to 1990
to January 1991;
General Manager of
Southwest
Operations, since
prior to 1990;
Senior Vice
President of the
Company, since
September 1991.
Each of the directors other than Mr. Friedman has served
continuously since the year in which he was first elected. Mr. 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.
<PAGE>
Mr. Cloues' law firm represents Mr. Karabots and various corporations
owned by him. He was nominated in 1994 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. It met six times during
the last fiscal year. Until September l995 the Committee members were Messrs.
Friedman, Gliedman, Vachani and Wall. As noted above Mr. Gliedman is on an
indefinite medical leave, and in September Messrs. Belson and Cloues were added
to the Committee, Mr. Cloues was made the Chairman, and the Committee was
charged with the oversight of the Company's business. Mr. Cloues will be
compensated for his services as Committee Chairman at the rate of $l25,000 per
year, and Mr. Belson will be compensated for his services as a Committee member
at the rate of $25,000 per year, such amounts being in addition to the fees paid
them as directors and members of other Committees.
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 matters relating to the audit
functions. It reports regularly to the Board concerning its activities. The
current members of this Committee are Messrs. Cohen (Chairman), Belson, Freeman,
Karabots and Seidman. The Committee held four meetings during the last fiscal
year. Mr. Cohen is a Class II director who is not standing for reelection.
The Human Resources Committee makes recommendations to the Board concerning
compensation and other matters relating to employees. The current members of
the Committee are Messrs. Karabots (Chairman), Belson, Cohen, Cloues and
Dinkins. The Committee held one meeting during the last fiscal year.
The Stock Option Committee grants options under, and administers, the 1992
Stock Option Plan. The current members of the Committee are Messrs. Seidman
(Chairman), Cloues, Dinkins and Freeman. The Committee held one meeting during
the last fiscal year.
<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 three
meetings during the last fiscal year.
Each director of the Company except those directors who are employees and
Mr. Cohen (who has been on retainer as a consultant to the Company) is paid a
fee of $22,500 per annum. See "Compensation Committee Interlocks and Insider
Participation" for information concerning consulting fees paid to Mr. Cohen.
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 Mr. Cohen 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 following the 1994 Annual Meeting
the exercise price is $7.50. Each option becomes exercisable as to all or any
portion of the shares covered thereby one year after the date of grant and
expires five years after the date of grant.
The various directors and nominees hold other directorships of public
companies as follows:
Name Director of
Jerome Belson Waterhouse Investor Services, Inc.
Edward B. Cloues, II K-Tron International, Inc.
Samuel N. Seidman Production Systems Acquisition
Corporation
EXECUTIVE COMPENSATION
Executive Compensation
The Summary Compensation Table below sets forth individual compensation
information for each of the Company's last three fiscal years of its Chief
Executive Officer ("CEO") and the four other most highly paid executive officers
who were serving as such at the end of the Company's fiscal year ended April 30,
1995.
<PAGE>
SUMMARY COMPENSATION TABLE
Long Term
Annual Compensation
Compensation Awards
------------------------ --------------------------
Securities
Name and Underlying
Principal Options/ All Other
Position Year Salary($) Bonus($) SAR's(#) Compensation($)
(1)(2)
- -------- ---- --------- -------- ----------- ---------------
Anthony B. Gliedman 1995 $366,183 $15,000 10,000 $1,498
CEO, Chairman and 1994 332,300 15,000 -0- 1,540
President 1993 289,800 -0- -0- 1,944
Daniel Friedman 1995 260,066 9,000 5,000 1,521
Senior Vice President 1994 249,850 9,000 -0- 1,540
and CEO of Kable 1993 247,767(3) -0- -0- 2,259
News Company, Inc.
Mohan Vachani 1995 240,583 8,000 5,000 1,904
Senior Vice President- 1994 214,625 8,000 15,000 -0-
Chief Financial
Officer(4)
James Wall 1995 218,675 9,000 5,000 1,519
Senior Vice President 1994 202,625 9,000 -0- 1,540
and President of 1993 183,092 -0- -0- 1,473
AMREP Southwest
Inc. and AMREP
Southeast Inc.
Harvey W. Schultz 1995 188,150 5,000 4,000 1,516
Senior Vice President 1994 178,208 6,000 -0- 1,540
and President of 1993 167,158 -0- -0- 281
AMREP Solutions, Inc.
(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) Includes $6,667 of retroactive salary increase.
(4) Mr. Vachani became Senior Vice President in June 1993.
<PAGE>
Option Tables
The following table sets forth, for the CEO and each of the
executive officers named in the Summary Compensation Table, information with
respect to grants of stock options made during the fiscal year ended April 30,
1995(1).
<TABLE>
<CAPTION>
Option/SAR Grants in Last Fiscal Year
-------------------------------------
Potential Realizable
Value at Assumed
Annual Rates of
Stock Appreciation
Individual Grants For Option Term(2)
% of Total
Options
Granted to Exercise or
Options Employees in Base Price Expiration
Name Granted # Fiscal Year ($/sh) Date 5%($) 10%($)
- ---- --------- ------------ ------------ ---------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Anthony B. Gliedman 10,000 10.75% $7.5625 5/13/97 $11,875 $25,075
Daniel Friedman 5,000 5.37% 7.5625 5/13/97 5,938 12,538
Mohan Vachani 5,000 5.37% 7.5625 5/13/97 5,938 12,538
James Wall 5,000 5.37% 7.5625 5/13/97 5,938 12,538
Harvey W. Schultz 4,000 4.30% 7.5625 5/13/97 4,750 10,030
</TABLE>
- -------------------------
(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 hypothetical 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 $8.75 and $10.07,
respectively. The Company makes no representations as to the
future prices of its Common Stock.
<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 28, 1995.
Aggregated Option/SAR Exercises in the Fiscal
Year Ended April 30, 1995 and April 30, 1995
Option/SAR Values
Shares
Acquired
Name On Exercise Value Realized*
---- ----------- ---------------
Anthony B. Gliedman 10,000 $19,775
Daniel Friedman 10,000 13,012
Mohan Vachani -0- -0-
James Wall 8,000 11,762
Harvey W. Schultz 10,000 25,800
- ----------------------------
* Excess of market over exercise price on date of exercise.
Values of
Number of Unexercised
Unexercised In-the-money
Options at Options at
4/30/95 4/30/95**
Exercisable Unexercisable Exercisable Unexercisable
----------- ------------- ------------ -------------
Anthony B. Gliedman 50,000 10,000 $73,000 -0-
Daniel Friedman 5,000 5,000 7,300 -0-
Mohan Vachani 15,000 5,000 -0- -0-
James Wall 5,000 5,000 7,300 -0-
Harvey W. Schultz -0- 4,000 -0- -0-
** Excess of market price at 4/30/95 over exercise price.
<PAGE>
Human Resources Committee Executive Compensation Report
The Human Resources Committee ("HRC"), consisting entirely of non-employee
directors, is the Company's Compensation Committee. Its current members are
Messrs. Karabots, Belson, Cohen, Cloues and Dinkins, but until September 23,
1994 Mr. Seidman and former directors Mitchell Roberts and S. Fred Singer were
members together with Messrs. Belson, Cohen and Karabots. The HRC's
recommendations regarding executive compensation other than stock option grants
must be approved by the entire Board. The Stock Option Committee, also
consisting of non-employee directors, has sole authority to award options. Its
current members are Messrs. Seidman, Cloues, Dinkins and Freeman.
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 determined in accordance with the
Bonus Plan referred to below which takes into account 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 are in amounts so recommended. The current
salaries for the named executive officers are incorporated in employment
agreements which were effective October 1, 1993 and originally were for terms
ending September 30, 1995. However, on May 5, 1995, pursuant to a
recommendation by the CEO, the HRC recommended and the Board approved an
extension of the term of each to September 30, 1996, with no change in
compensation except for a cost of living adjustment on October 1, 1995. The
considerations entering into the determination by the CEO of the salaries for
the named executives which he recommended to the HRC in 1993 were the salaries
payable immediately prior to the effective date of the 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 advised the HRC that, in his subjective
judgment based on his experience and knowledge of the market place, such
salaries were 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 under
the caption "Employment Contracts with Executives") each executive officer other
than the CEO is to receive from the Bonus Pool an amount equal to 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 HRC that his determinations of awards from the Bonus Pool
would be based on his subjective evaluation of the performance of each executive
during the applicable year, which would include the executive's contribution to
the Company's profitability for the year, the success of the executive in
resolving problems and the extent to which the executive had been effective in
laying the ground work for increased future profitability of the Company. The
<PAGE>
earnings in fiscal 1995 were insufficient to fund the Bonus Pool but bonuses
aggregating $l45,000 were paid to the Company's executive officers and key
employees, of which $55,000 was paid to the executive officers, in recognition
of Company performance in fiscal 1995.
The Stock Option Committee has informed the HRC that its policy generally
is to grant options to executives only under the Company's l992 Stock Option
Plan ("Plan") and in amounts not exceeding the amounts recommended by the CEO.
The CEO has advised that his recommendations for option 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. In
recommending option grants the CEO, among other things, considers the amounts
and terms of options granted in the past. Options to purchase 36,000 shares of
the Company's common stock were granted under the Plan to executive officers in
the l995 fiscal year.
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 the then CEO. Mr. Gliedman's initial annual salary
was $275,000 and until October 1, l993 it 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.
<PAGE>
On October 1, l993 the Company entered into an employment contract with Mr.
Gliedman which incorporated the compensation recommendations of the HRC and
which is described under the caption "Employment Contracts with Executives". As
noted above, the earnings in fiscal l995 were insufficient to fund the Bonus
Pool but bonuses were paid to various executive officers for that year, of which
$l5,000 was paid to Mr. Gliedman. Of the options granted under the Plan to
executives in fiscal l995, options to purchase 10,000 shares were granted to Mr.
Gliedman. Such grant reflects both the improved results in fiscal l994 and the
size of the option grants to the other executives.
Nicholas G. Karabots, Chairman
Jerome Belson
Joseph Cohen
Edward B. Cloues II
David N. Dinkins
Human Resources Committee
Compensation Committee Interlocks and Insider Participation
Joseph Cohen, a Class II director who is not standing for reelection, is an
independent management consultant. He has been retained by the Company as a
management consultant and was paid $132,770 as consulting fees in the fiscal
year ended April 30, 1995. 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.
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 seven years with provision for extension for a
further three years. As distributor under these distribution agreements, Kable
purchases magazines from publishing companies owned or controlled by Mr.
Karabots, and during the fiscal year ended April 30, 1995 paid such companies a
total of approximately $21,000,000 for magazines. Kable continues as
distributor for such companies.
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.
Messrs. Cohen and Karabots are members of the Human Resources Committee.
<PAGE>
Performance Graph
The graph below compares the cumulative total shareholder return on the
Company'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, 1990 and ending April 30, 1995 (assuming the investment of
$100 in the Company's stock, the S&P 500 Index and the S&P Homebuilding Index on
April 30, 1990, and the reinvestment of all dividends).
[GRAPH]
1990 1991 1992 1993 1994 1995
---- ---- ---- ---- ---- ----
AMREP CORP 100.00 65.52 89.66 81.03 106.90 86.21
S & P 500 INDEX 100.00 117.62 134.12 146.51 154.30 181.28
HOMEBUILDING INDEX 100.00 127.58 154.52 181.04 183.82 148.26
<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 originally was for the three years ending September 30, 1996, but the
term was extended for one year and now ends September 30, 1997. The employment
term of all the other agreements, as amended, ends September 30, 1996.
The compensation provided by Mr. Gliedman's agreement is an annual salary
which until September 30, 1995 was $370,600 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 which until September 30, 1995 were in the following
amounts:
Daniel Friedman $242,900
James Wall 221,300
Mohan Vachani 243,500
Harvey W. Schultz 190,400
Each will receive a cost of living increase on October 1, 1995.
Mr. Friedman was paid in fiscal 1995 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>
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 during the employment term 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. The employment agreements with Messrs. Vachani and
Schultz provide that each shall be elected to the offices presently held by him.
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, 1995. The table does
not reflect use of the maximum earnings currently permitted to be taken into
account under applicable law ($150,000).
Pension Plan Table
Average
Annual Pay (a) Years of Credited Service
- -------------- -----------------------------------------------------------
15 Years 20 Years 25 Years 30 Years 35 Years
-------- -------- -------- -------- --------
$100,000 $19,583 $26,111 $32,639 $39,167 $45,694
125,000 25,208 33,611 42,014 50,417 58,819
150,000 30,833 41,111 51,389 61,667 71,944
175,000 36,458 48,611 60,764 72,917 85,069
200,000 42,083 56,111 70,139 84,167 98,194
225,000 47,708 63,611 79,514 95,417 111,319
(a) The highest average annual earnings in any period of 60
consecutive months.
<PAGE>
Mr. Gliedman has four years of credited service, Mr. Friedman has twenty-four
years of credited service, Mr. Wall has twenty- four years of credited service,
Mr. Schultz has two years of credited service, and Mr. Vachani has one year
of credited service. Assuming (i) these individuals continue to be
employed until age 65, (ii) their annual salaries continue to be at least at
current levels, (iii) annual increases of 5% in the maximum earnings of
$150,000 currently permitted to be taken into account under applicable law
and in the Social Security taxable wage base which is taken into account
in calculating retirement benefits under the Company's pension plan, and
(iv) the individuals elect life annuity form of pension, their annual
retirement benefits would be as set forth below:
Estimated
Benefit
---------
Anthony B. Gliedman $48,600
Daniel Friedman $79,200*
Mohan Vachani $40,600
James Wall $73,800
Harvey W. Schultz $37,000
* Mr. Friedman's estimated benefit includes amounts "grandfathered" under the
law.
Certain Transactions
In September 1993, the Human Resources Committee ("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 1993 Mr. Gliedman borrowed $150,500 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 and in December
1994 Mr. Gliedman borrowed $39,625 from the Company and applied the proceeds to
purchase 10,000 shares of Common Stock from the Company at a price of $4.0625
per share upon exercise of an option granted to him in December 1991. At August
22, 1995, Mr. Gleidman was indebted to Company in the amount of $175,075, while
the largest amount of his indebtedness outstanding since May 1, 1994 was
$190,125. See "Compensation Committee Interlocks and Insider Participation" for
information concerning consulting fees paid Joseph Cohen, and transactions with
Nicholas G. Karabots.
<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, 1995 and 1994 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 1996.
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 1996 meeting must be received by the Company no later
than June 4, 1996.
By Order of the Board of Directors
Valerie Asciutto, Secretary
Dated: October 2, 1995
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 1995, including the financial statements and the schedules thereto,
filed with the Securities and Exchange Commission. Any request should be
directed to Valerie Asciutto, Secretary, AMREP Corporation, 641 Lexington
Avenue, New York, New York 10022. 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>
APPENDIX
TO
PROXY STATEMENT
OF
AMREP CORPORATION
Dated August 15, 2994
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>
PROXY PROXY
AMREP CORPORATION
SOLICITED BY BOARD OF DIRECTORS FOR
ANNUAL MEETING OF SHAREHOLDERS
Plaza Hotel, 768 Fifth Avenue
New York, New York 10019
November 1, 1995, 9:00 A.M. Local Time
The undersigned hereby appoints Valerie Asciutto, Loretta L. Alonso,
and Peter M. Pizza, and each of them acting alone, with full power of
substitution, proxies to vote the Common Stock of the undersigned at the 1995
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 October 2, 1995 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.
Unless otherwise specified, this proxy will be voted FOR the election
of directors.
Please mark boxes [X] or [ ] in blue or black ink. A vote FOR is
recommended by the Board of Directors. For election of three (3) Directors as
described in the Proxy Statement of the Board of Directors.
FOR all nominees listed WITHHOLD AUTHORITY to
below (except as marked vote for all nominees
to the contrary below.) [ ] listed below. [ ]
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name on the space provided below.)
Daniel Friedman, Samuel N. Seidman, Mohan Vachani,
- -------------------------------------------------------------------------------
(Continued and to be signed and dated on reverse side)
<PAGE>
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.
Dated , 1995
----------------------
-----------------------------------
(Signature)
-----------------------------------
(Signature)
PLEASE MARK, DATE, SIGN AND MAIL YOUR PROXY PROMPTLY
IN THE ENVELOPE PROVIDED.
