Securities and Exchange Commission
Washington, D. C.
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 18, 1996
AMREP CORPORATION
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Oklahoma 1-4702 59-0936128
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(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification Number)
641 Lexington Avenue, 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
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<PAGE>
Item 5. Other Events
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On January 18, 1996, the Board of Directors of Registrant
determined that Anthony B. Gliedman, Chairman of the Board, Chief Executive
Officer and President of Registrant, who had suffered a stroke last July, had a
total disability and removed him from office and terminated his employment.
The Board also amended the By-laws of Registrant to eliminate the position of
Chief Executive Officer from the duties of the Chairman and add them to the
duties of the President. The Board then elected Edward B. Cloues II, a
director of the Registrant, Chairman of the Board.
Item 7. Financial Statements and Exhibits
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(c) Exhibits
3 (a) Amendment to Sections 3 and 4 of Article IV of the
By-laws
3 (b) By-laws as restated January 18, 1996
<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 hereunto duly authorized.
AMREP Corporation
Date: January 31, 1996 By: /s/ Valerie Ascuitto
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Valerie Asucitto
Vice President
<PAGE>
EXHIBIT INDEX
3 (a) Amendment to Sections 3 and 4 of Article IV of the By-laws,
filed herewith.
3 (b) By-laws as restated January 18, 1996, filed herewith.
<PAGE>
Exhibit 3 (a)
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Amendment to Sections 3 and 4 of Article IV of the By-laws,
filed herewith.
Section 3. Chairman of the Board - Duties
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The Chairman of the Board shall preside at all meetings of
shareholders and of the Board of Directors at which he shall be present. He
also shall have such other duties as may from time to time be assigned to him
by the Board of Directors.
Section 4. President - Duties
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In the absence of the Chairman of the Board, the President
shall preside at all meetings of shareholders and of the Board of Directors at
which he shall be present. He shall be Chief Executive Officer of the
Corporation and, subject to the direction of the Board of Directors, shall
have direct charge and supervision of the business of the Corporation. He also
shall have such other duties as from time to time may be assigned to him by
the Board of Directors.
<PAGE>
Exhibit 3 (ii)(b)
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AMREP CORPORATION
BY-LAWS
Article I
OFFICES
Section 1. Location
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The registered office of the Corporation in the State of
Oklahoma shall be at 735 First National Building, Oklahoma City, Oklahoma.
The Corporation may also have offices at such other places
within and without the State of Oklahoma as the Board of Directors may from
time to time appoint or the business of the Corporation may require.
Article II
SHAREHOLDERS
Section 1. Annual Meeting
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An annual meeting of the shareholders for the election of
directors and for the transaction of such other business as may properly come
before the meeting shall be held on such date and at such time as the Board of
Directors each year shall fix. Each annual meeting shall be held at such
place, within or without the State of Oklahoma, as the Board of Directors shall
determine.
An annual meeting may be adjourned from time to time and place
to place until its business is completed. The election of directors shall be
by plurality vote.
Section 2. Special Meetings
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Special meetings of the shareholders may be called by the Board
of Directors (by such vote as is required by the Certificate of Incorporation)
or by the Chairman of the Board or the President. Special meetings shall be
held at such place, on such date, at such time as the Board or person calling
the meeting shall fix.
Section 3. Notice of Meetings
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Notice of every meeting of the shareholders shall be given in
the manner provided by law.
Section 4. Quorum
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At any meeting of shareholders, except as otherwise required by
law the holders of a majority of the shares of stock entitled to vote, present
in person or represented by proxy, shall constitute a quorum for the
transaction of business. If a quorum shall not be present or represented by
proxy at any meeting, the chairman of the meeting or the shareholders entitled
to vote thereat who are present in person or by proxy shall have power to
adjourn the meeting to another place, date or time, without notice other than
announcement at the meeting except as otherwise required by law. At such
adjourned meeting at which the requisite amount of voting stock shall be
present or represented, any business may be transacted which might have been
transacted at the meeting as originally noticed.
Section 5. Organization
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In the absence of the Chairman of the Board and the President
at a meeting of shareholders, the highest ranking officer of the Corporation
who is present shall call to order the meeting and act as chairman thereof. In
the absence of the Secretary of the Corporation, the secretary of the meeting
shall be such person as the chairman appoints.
Section 6. Conduct of Business
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The chairman of any meeting of shareholders shall determine the
order of business and all other matters of procedure at the meeting, including
such regulation of the manner of voting and the conduct of discussion as seems
to him in order. The chairman may appoint one or more inspectors of Election
at any meeting.
Section 7. Qualification of Voters
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The Board of Directors may fix a date not more than sixty nor
less than ten days before the date of any meeting of the shareholders as the
record date for such meeting. Only those persons who were holders of record of
voting stock at the record date shall be entitled to notice and to vote at
such meeting.
Section 8. Stock List
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A list of shareholders entitled to vote at each meeting of
shareholders shall be prepared and made available for examination as required
by law.
Section 9. Proxy
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Subject to the provisions of Article II, Section 7 of these
By-Laws, at each meeting of the shareholders every shareholder having the
right to vote shall be entitled to vote in person or by proxy appointed by an
instrument in writing, provided such instrument is filed with the Office of
the Secretary of the Corporation at or before the meeting.
Section 10. Record date for Consents to Corporate Actions in Writing
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In order that the Corporation may determine the shareholders
entitled to consent to corporate action in writing without a meeting, the
Board of Directors may fix a record date, which record date shall not precede
the date upon which the resolution fixing the record date is adopted by the
Board of Directors, and which date shall not be more than ten (l0) days after
the date upon which the resolution fixing the record date is adopted by the
Board of Directors. Any shareholder of record seeking to have the
shareholders authorize or take corporate action by written consent shall, by
written notice to the Secretary, request the Board of Directors to fix a
record date. The Board of Directors shall promptly, but in all events within
ten (l0) days of the date on which such a request is actually received, adopt
a resolution fixing the record date, if no record date has been fixed by the
Board of Directors within ten (l0) days after the date on which such a request
is actually received, the record date for determining shareholders entitled to
consent to corporate action in writing without a meeting, when no prior action
by the Board of Directors is required by the Oklahoma General Corporation Act,
shall be the first date on which a signed written consent setting forth the
action taken or proposed to be taken is delivered to the Corporation by
delivery to its registered office in the State of Oklahoma, its principal
place of business, or any officer or agent of the Corporation having custody of
the book in which proceedings of shareholders meetings are recorded. Delivery
shall be by hand or by certified or registered mail, return receipt requested.
If no record date has been fixed by the Board of Directors and prior action by
the Board of Directors is required by the Oklahoma General Corporation Act,
the record date for determining shareholders entitled to consent to corporate
action in writing without a meeting shall be at the close of business on the
day on which the Board of Directors adopts the resolution taking such prior
action.
Section 11. Nomination of Directors
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Only persons who are nominated in accordance with the following
procedures shall be eligible for election as directors. Nominations of
candidates for election as directors of the Corporation at a meeting of
shareholders may be made by the Board of Directors or by any shareholder
entitled to vote for the election of directors at the meeting. However, a
shareholder so entitled to vote may nominate one or more persons for election
as directors only if notice of such shareholder's intent to make such
nomination or nominations has been duly given in writing to the Secretary of
the Corporation, which notice shall be duly given only if delivered to, or
sent to and received at, the office of the Secretary of the Corporation not
later than (a) with respect to an election to be held at an annual meeting of
shareholders, the date which is 60 days prior to the anniversary date of the
immediately preceding annual meeting, and (b) with respect to an election to
be held at a special meeting of shareholders, the close of business on the
tenth day following the date on which notice of such meeting is first given to
shareholders or, if such tenth day is not a business day, the close of
business on the first business day next succeeding. Each such notice shall set
forth: (a) the name and address of the shareholder proposing to make such
nomination or nominations; (b) a representation that the shareholder is either
the holder of record of shares of the Corporation entitled to vote for the
election of directors at such meeting or is the beneficial owner of such
shares which are owned of record by a nominee or custodian, and statement of
the number of such shares owned; (c) the shareholder's representation that the
shareholder intends to appear in person or by proxy at the meeting to nominate
the person or persons specified in the notice; (d) a description of all
arrangements or understandings between the shareholder and each nominee and
any other person or persons (naming such person or persons) pursuant to which
the nomination or nominations are to be made by the shareholder; and (e) with
respect to each person proposed to be nominated for election as a director, (i)
the name, age, business address and residence address, and the business
experience or other qualifications of the person, (ii) such other information
regarding the person as would be required to be included in a proxy statement
filed pursuant to the rules of the Securities and Exchange Commission, had the
person been nominated by the Board of Directors, and (iii) the consent of the
person to serve as a director of the Corporation if so elected. No
shareholder nomination shall be effective unless made in accordance with the
procedures set forth in this Section 11. The person presiding at the meeting
shall, if the facts warrant, determine that a shareholder nomination was not
made in accordance with the procedures set forth in this Section 11, and if
such determination be made, shall so declare to the meeting, in which event
the defective nomination shall be disregarded and the persons so nominated
shall not be eligible for election as directors.
Article III
DIRECTORS
Section 1. Number, Election and Terms
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(a) The property and business of the Corporation shall be
managed by the Board of Directors (the "Board"). The Board shall consist of
eleven directors (the "entire Board").
(b) The Directors shall be divided into three classes, as
nearly equal in number as possible as determined by the Board, one class to
hold office initially for a term expiring at the annual meeting of shareholders
to be held in l988, another class to hold office initially for a term expiring
at the annual meeting of shareholders to be held in l989, and another class to
hold office initially for a term expiring at the annual meeting of shareholders
to be held in l990, with the members of each class to hold office until their
successors are elected and qualified. At each annual meeting of shareholders,
the successors of the class of Directors whose term expires at that meeting
shall be elected to hold office for a term expiring at the annual meeting of
shareholders held in the third year following the year of their election and,
in each case, until their respective successors are elected and qualified.
Section 2. Vacancies - Change in Number of Directors
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If the number of Directors shall be increased, the vacancies
thereby created shall be filled by the shareholders. If a vacancy or
vacancies occurs otherwise than by removal or an increase in the number of
Directors in one or more classes, such vacancy or vacancies shall be filled by
the majority of the remaining members of the Board, though less than a quorum,
and the person or persons so elected shall hold office for the remainder of
the term of the applicable class. A vacancy caused by removal of a Director
shall be filled by the shareholders. No decrease in the number of Directors
constituting the Board shall shorten the term of any incumbent Director.
Section 3. Organizational Meeting
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The Directors shall, if a quorum is present, hold an
organizational meeting for the purpose of electing officers and the
transaction of any other business immediately after the annual meeting of
shareholders, or as soon thereafter as is practicable.
Section 4. Regular Meetings
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Regular meetings of the Board shall be held at such time and
place as shall from time to time be determined by the Board.
Section 5. Special Meetings
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Special meetings of the Board may be called at any time by the
Chairman of the Board or the President, and shall be called by the President
or Secretary on the written request of two directors. Special meetings shall
be held at the principal office of the Corporation in the City of New York, or
such other place as may be set forth in the notice thereof.
Section 6. Notice of Meetings
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Notice of the organizational meeting need not be given if it is
held immediately after the annual meeting of share-
holders.
Notice of regular meetings of the Board need not be given.
Notice of the organizational meeting (if required) and of every
special meeting of the Board shall be given to each Director at his usual
place of business, or at such other address as shall have been furnished by him
for the purpose. Such notice shall be given at least forty-eight hours before
the meeting by telephone or by being personally delivered, mailed or
telegraphed. Such notice need not include a statement of the business to be
transacted at, or the purpose of, any such meeting. If a quorum shall not be
present at any meeting of the Board, the directors present may adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum be present.
Section 7. Quorum
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Except as may be otherwise provided by law or in these By-Laws,
the presence of one-half of the entire Board shall be necessary and sufficient
to constitute a quorum for the transaction of business at any meeting of the
Board and the act of a majority of the Directors present at a meeting at which
a quorum is present shall be the act of the Board.
Section 8. Participation in Meetings by Conference Telephone
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Members of the Board, or of any committee thereof, may
participate in a meeting of such Board or committee by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and such participation shall
constitute presence in person at such meeting.
Section 9. Powers
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The business, property and affairs of the Corporation shall be
managed by or under the direction of its Board of Directors, which shall have
and may exercise all the powers of the Corporation to do all such lawful acts
and things as are not by law, or by the Certificate of Incorporation, or by
these By-Laws, directed or required to be exercised or done by the
shareholders.
Section 10. Compensation of Directors
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Directors shall receive such compensation for their services as
shall be determined from time to time by a majority of the entire Board.
Directors may receive compensation for services as director even though they
are compensated for serving the Corporation in other capacities, as salaried
officers or otherwise.
Article IV
OFFICERS
Section 1. Executive Officers
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The executive officers of the Corporation shall be elected by
the Board of Directors. The executive officers shall be a Chairman of the
Board, a President, one or more Vice-Presidents (one of whom may be designated
Executive Vice-President), a Secretary and a Treasurer. The Chairman of the
Board and the President shall be chosen from among the directors, but other
officers need not be directors. The executive officers shall be elected
annually by the Board of Directors at its first meeting following the annual
meeting of shareholders, and each such officer shall hold office until the
corresponding meeting in the next year and until his successor shall have been
duly chosen and qualified, or until he shall have resigned or have been removed
from office. Any vacancy in any of the above offices shall be filled for the
unexpired portion of the term by the Board of Directors, at any regular or
special meeting. A majority of the entire Board shall have power at any
regular or special meeting to remove any officer, with or without cause.
Section 2. Other Officers
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The Board of Directors may elect or appoint such other officers
and agents as it shall deem appropriate. Such officers and agents shall hold
office at the pleasure of the Board of Directors.
Section 3. Chairman of the Board - Duties
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The Chairman of the Board shall preside at all meetings of
shareholders and of the Board of Directors at which he shall be present. He
also shall have such other duties as may from time to time be assigned to him
by the Board of Directors.
Section 4. President - Duties
---------- ------------------
In the absence of the Chairman of the Board, the President
shall preside at all meetings of shareholders and of the Board of Directors at
which he shall be present. He shall be Chief Executive Officer of the
Corporation and, subject to the direction of the Board of Directors, shall
have direct charge and supervision of the business of the Corporation. He also
shall have such other duties as from time to time may be assigned to him by
the Board of Directors.
Section 5. Other Officers - Duties
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The Vice-Presidents, the Secretary, the Treasurer and the other
officers and agents each shall perform the duties and exercise the powers
usually incident to such offices or positions and/or such other duties and
powers as may be assigned to them by the Board of Directors or the Chief
Executive Officer.
Article V
AMENDMENTS
Section 1. Alterations - Amendments - Repeal
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Subject to the Certificate of Incorporation, these By-Laws may
be altered or repealed, and other By-Laws may be adopted, by the affirmative
vote of holders of a majority of the shares issued and outstanding and entitled
to vote at any regular or special meeting of shareholders, or by a majority of
the entire Board of Directors at any regular or special meeting.
