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
{ } Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
{ X } Definitive Proxy Statement
{ } Definitive Additional Materials
{ } Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
AMREP CORPORATION
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
{ X } No fee required.
{ } Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
1) Title of each class of securities to which transaction
applies:
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2) Aggregate number of securities to which transaction
applies:
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3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11. (Set forth
the amount on which the filing fee is calculated and state
how it was determined):
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{ } Fee paid previously with preliminary materials.
{ } Check box if any part of the fee is offset as provided by
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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:
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<PAGE>
AMREP CORPORATION
(An Oklahoma corporation)
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
September 24, 1998
NOTICE IS HEREBY GIVEN that the 1998 Annual Meeting of Shareholders
of AMREP CORPORATION (the "Company") will be held at the Crest Room, New
York Marriott's Eastside Hotel, 525 Lexington Avenue, New York, New York
10017 on September 24, 1998 at 9:00 A.M. for the following purposes:
(1) To elect three directors; and
(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 July 27, 1998 as the record date for the
determination of shareholders of the Company entitled to notice of and to
vote at the meeting and any continuation or 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: July 27, 1998
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. September 24, 1998
This Proxy Statement is furnished in connection with the
solicitation of proxies by the Board of Directors of AMREP Corporation
(the "Company") for use at the Annual Meeting of Shareholders of the
Company to be held on September 24, 1998, and at any continuation or
adjournment thereof ("Annual Meeting"). 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 Annual Meeting and voting. This Proxy
Statement of the Board of Directors and the accompanying Notice of
Meeting and proxy form have been first sent to shareholders on or about
August 3, 1998.
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. The presence, in
person or by proxy, of the holders of a majority of the outstanding
shares of Common Stock authorized to vote will constitute a quorum for
the transaction of business at the Annual Meeting. Abstentions will be
counted in determining whether a quorum is present at the Annual
Meeting. Directors are elected by a plurality of the votes of the shares
present in person or represented by proxy at the Annual Meeting and
entitled to vote on the election of directors, and abstentions have no
effect.
A copy of the 1998 Annual Report of the Company for the fiscal year
ended April 30, 1998, including financial statements, accompanies this
Proxy Statement. Such Annual Report does not constitute a part of the
proxy solicitation material.
<PAGE>
COMMON STOCK OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Only shareholders of record at the close of business on July 27,
1998, the date fixed by the Board of Directors in accordance with
the By-Laws, are entitled to vote at the Annual Meeting. As of July 27,
1998, the Company had issued and outstanding 7,368,650 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 Annual Meeting.
Set forth in the table below is information concerning the ownership
as of July 20, 1998 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. The table also sets forth information
concerning the beneficial ownership by all directors, by each nominee for
director, by each executive officer named in the Summary Compensation
Table and by all directors and executive officers as a group. Unless
otherwise indicated, the beneficial owners have sole voting and
investment power with respect to the shares beneficially owned:
Name and Address of Amount Owned % of
Beneficial Owner Beneficially Class
- ------------------- ------------- -------
Nicholas G. Karabots 2,770,593(1) 37.6%
P.O. Box 736
Fort Washington, PA 19034
Albert Russo 1,065,720(2)(3) 14.5%
Lena Russo
Clifton Russo
Lawrence Russo
c/o American Simlex Company
401 Broadway
Suite 1712
New York, New York 10013
Dimensional Fund Advisors Inc. 452,222(4) 6.1%
1299 Ocean Avenue
11th Floor
Santa Monica, CA 90401
Other Directors and
Executive Officers
- ------------------
Jerome Belson 45,500(5) *
Edward B. Cloues II 4,000(6) *
Daniel Friedman 38,924(7) *
Samuel N. Seidman 2,500(5) *
Mohan Vachani 500 *
<PAGE>
James Wall 8,057(8) *
Valerie Asciutto - *
Directors and
Executive Officers
as a Group
(9 persons) 3,935,794 53.3%
______________________________
* Indicates less than 1%
(1) Includes 2,500 shares which Mr. Karabots has the right to
acquire pursuant to currently exercisable options.
(2) Includes 1,000 shares which Mr. Albert Russo 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
1,064,720 shares representing 14.4% 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 480,241, 58,740, 270,617, and
255,122 shares, respectively, of that Common Stock representing 6.4%,
0.8%, 3.7%, and 3.5% of the outstanding Common Stock.
(4) Dimensional Fund Advisors Inc. ("Dimensional"), a registered
investment advisor, is deemed to have beneficial ownership of 452,222
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. Dimensional has sole
investment power over such 452,222 shares and sole voting power with
respect to 307,520 of such shares.
(5) Includes 2,500 shares which the individual has the right to acquire
pursuant to currently exercisable options.
(6) Includes 2,000 shares which the individual has the right to acquire
pursuant to currently exercisable options.
(7) Includes 314 shares held in the Company's Savings and Salary
Deferral Plan allocated to the account of Mr. Friedman.
(8) Includes 287 shares held in the Company's Savings and Salary
Deferral Plan allocated to the account of Mr. Wall.
<PAGE>
ELECTION OF DIRECTORS
The Board of Directors of the Company is a classified board divided
into three classes - Class I consisting of two directors, Class II
consisting of three directors and Class III consisting 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 2001 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 2001 Annual Meeting (Class II)
Daniel Friedman 63 1972 Chief Executive
Officer of Kable News
Company, Inc., a
wholly-owned
subsidiary of the
Company; Senior Vice
President of the
Company.
Samuel N. Seidman 64 1977 President of Seidman &
Co., Inc., investment
bankers.
Mohan Vachani 56 1990 Senior Vice President -
Chief Financial Officer
of the Company.
Directors continuing in office until the 1999 Annual Meeting (Class III)
Jerome Belson 72 1967 Chairman of the Board
of WE Magazine(magazine
on lifestyle of people
with disabilities);
President of Associated
Builders and Owners of
Greater New York, Inc.;
Chairman Emeritus of
Waterhouse Investor
Services, Inc.
<PAGE>
Nicholas G. Karabots* 65 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.
Albert Russo 44 1996 Managing Partner, Russo
Associates, Pioneer
Realty, 401 Broadway
Company and related real
estate entities;
Partner, American
Simlex Co., textile
exports.
Directors continuing in office until the 2000 Annual Meeting (Class I)
Edward B. Cloues II 50 1994 Chairman and Chief
Executive Officer of
K-Tron International,
Inc., a process
equipment manufacturer,
since January 1998;
Partner in the law firm
of Morgan, Lewis &
Bockius LLP from prior
to 1993 to December
1997.
James Wall 61 1991 Chief Executive Officer
of AMREP Southwest
Inc., a wholly-owned
subsidiary of the
Company; Senior Vice
President of the
Company.
________________
*See "Compensation Committee Interlocks and Insider Participation" section
for information concerning agreement to nominate Mr. Karabots.
<PAGE>
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 a director in September 1980 and has served continuously
since.
Mr. Cloues' former 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 six meetings during the last fiscal year.
The Board has an Executive Committee which generally has the power of
the Board and acts as needed between meetings of the Board. Also, in the
absence of a Chief Executive Officer it is charged with the oversight of
the Company's business. The current members of the Committee are Messrs.
Cloues, Karabots and Russo with Mr. Cloues as Chairman. Mr. Cloues is
compensated for his services as Chairman of the Board and as Committee
Chairman at the rate of $125,000 per year, such amount being in addition
to the fees paid him as a director and member of other Committees. He was
also awarded a bonus of $22,000 for his services during fiscal year 1998.
The Committee met nineteen times during the last fiscal year.
The Board also has an Audit and Examining Committee, a Human
Resources Committee and a Stock Option Committee. The Human Resources
Committee acts as a compensation committee. The Board does not have a
nominating committee. The members of the Audit and Examining Committee
receive $750 for each committee meeting attended. The members of the
Human Resources Committee receive $500 for each committee meeting attended.
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, reviews the Company's Code of Conduct
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. Belson and Seidman (Chairman). The
Committee held four meetings during the last fiscal year.
The Human Resources Committee makes recommendations to the Board
concerning compensation and other matters relating to employees. The
current members of the Committee are Messrs. Karabots (Chairman), Cloues
and Russo. The Committee did not meet 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.
Karabots (Chairman), Cloues and Russo. The Committee held one meeting
during the last fiscal year.
<PAGE>
Each director of the Company except those directors who are employees
is paid a fee of $22,500 per annum in addition to fees paid them as
members of Committees. 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 1997 Annual Meeting the
exercise price is $6.59375. Each option becomes exercisable as to all or
any portion of the shares covered thereby one year after the date of grant
and expires five years after the date of grant.
The various directors and nominees hold other directorships of public
companies as follows:
Name Director of
---- -----------
Edward B. Cloues II K-Tron International, Inc.
Samuel N. Seidman Productivity Technologies Corp.
<PAGE>
EXECUTIVE COMPENSATION
Executive Compensation
The Summary Compensation Table below sets forth individual
compensation information for each of the Company's last three fiscal years
of its four most highly paid executive officers.*
SUMMARY COMPENSATION TABLE
Annual Long Term
Compensation Awards
------------ ---------
Securities
Name and Underlying
Principal Options/ All Other
Position Year Salary($) Bonus($) SAR's(#) Compensation($)(1)(2)
- --------- ---- -------- -------- ---------- ---------------------
Valerie Asciutto 1998 186,019 12,000 -0- 3,672
Senior Vice 1997 178,029 -0- -0- 1,781
President 1996 169,808 -0- -0- 1,698
and General
Counsel
Daniel Friedman 1998 276,600 15,000 -0- 4,085
Senior Vice 1997 273,475 -0- -0- 1,525
President and 1996 266,516 -0- -0- 1,519
CEO of Kable News
Company, Inc.
Mohan Vachani 1998 257,200 25,000 -0- 3,503
Senior Vice 1997 254,075 -0- -0- 1,369
President-Chief 1996 247,117 -0- -0- 1,235
Financial
Officer
James Wall 1998 233,700 15,000 -0- 3,942
Senior Vice 1997 230,867 -0- -0- 1,523
President and 1996 224,567 -0- -0- 1,517
CEO of AMREP
Southwest 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.
______________________
* Since January 1996, the Company has not had a CEO.
<PAGE>
Options
No stock options were granted to or exercised by any of the
executive officers named in the Summary Compensation Table during the
fiscal year ended April 30, 1998. No stock options were held by such
executive officers at April 30, 1998.
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. Cloues, Karabots and Russo, but until
September 1997 former director David N. Dinkins was also a member. The
HRC's recommendations regarding executive compensation other than stock
option grants must be approved by the Board of Directors or its Executive
Committee. The Stock Option Committee, also consisting of non-employee
directors, has the sole authority to award stock options. Its current
members also are Messrs. Cloues, Karabots and Russo.
Compensation Policy for Executive Officers
------------------------------------------
The HRC's compensation policy for executive officers is to pay
competitively and to be fair and equitable in the administration of pay.
This is the same policy applicable to all employees of the Company. The
HRC seeks to balance the compensation paid to a particular individual
with the compensation paid to other executives holding comparable
positions both inside the Company and at other similar companies.
With respect to salaries, bonuses, and other compensation and
benefits, the decisions and recommendations of the HRC are subjective and
are not based on any list of specific criteria. We believe that the
compensation received by each of the executive officers for fiscal year
1998 was reasonable in view of their contributions to the Company during
the year. The Company has not had a Chief Executive Officer since
January 1996, when the employment of the then CEO was terminated due to
disability, and senior management now operates under the supervision of
the Executive Committee of the Board. The current salaries of Messrs.
Friedman, Vachani and Wall are in amounts recommended by the former CEO
in fiscal year 1994, except that they were increased annually through
fiscal year 1997 by cost of living adjustments. The salary of Ms.
Asciutto was fixed at the current amount beginning October 1, 1997 in
accordance with a recommendation made by the Executive Committee (the
members of which are the same as those of the HRC), and the basis for its
recommendation was a review of her performance and existing salary level.
The Stock Option Committee has granted no options to executive
officers since fiscal year 1995.
Payments during fiscal year 1998 to the Company's executives as
discussed above were made with regard to the provisions of Section 162(m)
of the Internal Revenue Code. Section 162(m) limits the deduction that
may be claimed by a "public company" for compensation paid to certain
individuals to $1 million except to the extent that any excess
compensation is
<PAGE>
"performance-based compensation." It is the HRC's intention that
compensation will not be awarded which exceeds the deductibility limits
of Section 162(m).
While the HRC did not meet in fiscal year 1998, it met twice during
the first quarter of fiscal year 1999.
Bases for Chief Executive Officer's Compensation
------------------------------------------------
Since January 1996, the Company has not had a CEO.
Nicholas G. Karabots, Chairman
Edward B. Cloues II
Albert Russo
July 22, 1998 Human Resources Committee
Compensation Committee Interlocks and Insider Participation
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 resells them to wholesalers. During the fiscal year
ended April 30, 1998, Kable purchased magazines from such companies
for a total of $30,570,528 and resold them at higher prices.* Kable
continues as a 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
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
would propose him for election at each shareholders meeting for the
election of directors until July 2003, unless he is already in a Class of
the Board whose term continues beyond such meeting.
Mr. Karabots is Chairman of the Human Resources Committee and Stock
Option Committee.
_______________________
* Kable reports as revenues only the spread between the prices it pays
publishers and the prices it receives for copies sold to its wholesaler
customers. The $30,570,528 paid Mr. Karabots' companies represents
approximately 16% of the approximately $188,180,000 Kable paid all
publishers in fiscal year 1998.
<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 Standard & Poor's Homebuilding Index
for the five years beginning April 30, 1993 and ending April 30, 1998
(assuming the investment of $100 in the Company's stock, the S&P 500
Index and the S&P Homebuilding Index on April 30, 1993, and the
reinvestment of all dividends).
[GRAPH]
1993 1994 1995 1996 1997 1998
---- ------ ------ ------ ------ ------
AMREP CORP 100 131.91 106.38 82.98 61.70 146.81
HOMEBUILDING INDEX 100 101.53 81.89 94.99 103.04 195.65
S&P 500 INDEX 100 105.32 123.72 161.09 201.58 284.36
<PAGE>
Employment Contracts with Executives
The Company had employment agreements with Messrs. Friedman, Wall
and Vachani, the terms of which ended September 30, 1997. The
compensation provided by each of those agreements at the time of their
expiration was an annual salary in the following amounts:
Daniel Friedman $256,600
Mohan Vachani 257,200
James Wall 233,700
Mr. Friedman was paid an additional $20,000 annually 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.
Retirement Benefits
The Company's executive officers participate in a Retirement Plan
which was amended effective January 1, 1998 (the "Plan"). Under the
provisions of the Plan, a monthly benefit is payable at age 65 to
employees with five or more years of service, in an amount equal to
1.125% of the employee's highest consecutive 60-month average monthly
earnings prior to December 31, 1997 up to a specified social security
wage base plus 1.5% of such earnings in excess of such social security
wage base, multiplied by years of service before December 31, 1997 not to
exceed 35 (the law limits the maximum amount of such earnings which can
be taken into account - that maximum is currently $160,000 per year).
From and after January 1, 1998 additional benefits will be determined by
establishing a cash balance account for each participant, to which will
be allocated annually 2% of such participant's earnings (up to the
maximum permitted by law) plus an annual allocation of 5% of the amount
in such account. The cash balance account will be converted to a life
annuity or can be taken in a lump sum.
Mr. Friedman has twenty-seven years of credited service, Mr. Wall
has twenty-seven years of credited service, Mr. Vachani has four years of
credited service and Ms. Asciutto has five years 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 $160,000 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 the life annuity form of pension, their annual
retirement benefits would be as set forth below:
Estimated
Benefit
---------
Valerie Asciutto $24,400
Daniel Friedman* 79,800
Mohan Vachani 12,500
James Wall 54,300
___________________________
* Mr. Friedman's estimated benefit includes amounts "grandfathered"
under the law.
<PAGE>
Certain Transactions
See "Compensation Committee Interlocks and Insider Participation"
for information concerning transactions with Nicholas G. Karabots.
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, 1998 and 1997 have been examined by Arthur Andersen
LLP, independent public accountants. A representative of Arthur Andersen
LLP is expected to attend the Annual 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 year 1999.
OTHER MATTERS
The Board of Directors knows of no matters which will be presented
for consideration at the Annual Meeting other than the matters referred
to in this Proxy Statement. Should any other matters properly come
before the Annual 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. Directors,
officers and employees of the Company may solicit proxies on behalf of
the Board of Directors but will not receive any additional compensation
therefor.
<PAGE>
SHAREHOLDER PROPOSALS
From time to time shareholders present proposals which may be proper
subjects for inclusion in the Proxy Statement and for consideration at an
annual meeting. Shareholders who intend to present proposals at the 1999
Annual Meeting, and who wish to have such proposals included in the
Company's Proxy Statement for the 1999 Annual Meeting, must be certain
that such proposals are received by the Company's Secretary at the
Company's executive offices, 641 Lexington Avenue, New York, New York
10022, not later than March 30, 1999. Such proposals must meet the
requirements set forth in the rules and regulations of the Securities and
Exchange Commission in order to be eligible for inclusion in the Proxy
Statement. Shareholders who intend to present a proposal at the 1999
Annual Meeting but who do not wish to have such proposal included in the
Company's Proxy Statement for such meeting must be certain that notice of
such proposal is received by the Company's Secretary at the Company's
executive offices not later than June 19, 1999.
By Order of the Board of Directors
Valerie Asciutto, Secretary
Dated: July 27, 1998
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 1998, 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>
PROXY PROXY
AMREP CORPORATION
SOLICITED BY BOARD OF DIRECTORS FOR
ANNUAL MEETING OF SHAREHOLDERS
Crest Room, New York Marriott's Eastside Hotel,
525 Lexington Avenue, New York, NY 10017
September 24, 1998, 9:00 A.M. Local Time
The undersigned hereby appoints Valerie Asciutto 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 1998 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 July 27, 1998,
and upon all other matters which come before said meeting or any continuation or
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 as set forth in the Proxy Statement.
(Continued and to be dated and signed on reverse side.)
AMREP CORPORATION
P.O.BOX 11493
NEW YORK, NY 10203-0493
<PAGE>
A vote FOR ITEM 1 is recommended
by the Board of Directors.
<TABLE>
<S> <C> <C> <C> <C>
- -------------------------------------------------------------------------------------------------------------
1. FOR ELECTION OF THREE ( ) FOR all nominees ( ) WITHHOLD AUTHORITY to ( ) *EXCEPTIONS:
(3) DIRECTORS AS listed vote for all nominees
DESCRIBED IN THE PROXY below: listed below:
STATEMENT OF THE BOARD
OF DIRECTORS.
- --------------------------------------------------------------------------------------------------------------
</TABLE>
Nominees: Daniel Friedman, Samuel N. Seidman, Mohan Vachani
(INSTRUCTION: To withhold authority to vote for any individual nominee, mark
the "Exceptions" box and write that nominee's name in the space provided below.)
*Exceptions ___________________________________________________________________
Change of Address
Mark Here ( )
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: ___________________________________, 1998
________________________________________________
(Signature)
________________________________________________
(Signature)
Votes MUST be indicated
(x) in Black or Blue Ink. |X|
PLEASE MARK, DATE, SIGN AND MAIL YOUR PROXY PROMPTLY IN THE ENVELOPE PROVIDED.
