SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14 (a) of the
Securities Exchange Act of 1934
(Amendment No. )
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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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AMREP CORPORATION
(An Oklahoma corporation)
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
September 29, 1999
NOTICE IS HEREBY GIVEN that the 1999 Annual Meeting of Shareholders of
AMREP CORPORATION (the "Company") will be held at the Crest Room, New York
Marriott Eastside Hotel, 525 Lexington Avenue, New York, New York on September
29, 1999 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 August 3, 1999 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: August 3, 1999
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 29, 1999
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 29,
1999, 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, the accompanying Notice of Annual Meeting
and proxy form have been first sent to shareholders on or about August 9, 1999.
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 1999 Annual Report of the Company for the fiscal year ended
April 30, 1999, 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 August 3, 1999, the
date fixed by the Board of Directors in accordance with the By-Laws, are
entitled to vote at the Annual Meeting. As of August 3, 1999, the Company had
issued and outstanding 7,344,650 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 29, 1999 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 2,819,393 (1) 38.4%
P.O. Box 736
Fort Washington, PA 19034
Albert Russo 1,066,220 (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. 449,636 (4) 6.1%
1299 Ocean Avenue
11th Floor
Santa Monica, CA 90401
2
<PAGE>
Other Directors and Amount Owned % of
Executive Officers Beneficially Class
- -------------------- ------------ -----
Jerome Belson 45,500 (1) *
Edward B. Cloues II 4,500 (1) *
Daniel Friedman 38,924 (5) *
Samuel N. Seidman 2,500 (1) *
Mohan Vachani 500 *
James Wall 8,057 (6) *
Valerie Asciutto -- --
Directors and
Executive Officers
as a Group
(10 persons) 4,209,020 (1)-(3)(5)(6) 57.2%
______________________________
* Indicates less than 1%
(1) Includes 2,500 shares which the individual has the right to acquire
pursuant to currently exercisable options.
(2) Includes 1,500 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 14.5% 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 6.5%, 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 449,636 shares of Common
Stock of the Company, all of which shares are held in portfolios of four
registered investment companies or other investment vehicles, including
commingled group trusts, all of which Dimensional serves as investment manager
or investment advisor. Dimensional disclaims beneficial ownership of all such
shares.
(5) Includes 314 shares held in the Company's Savings and Salary Deferral
Plan allocated to the account of Mr. Friedman.
(6) Includes 287 shares held in the Company's Savings and Salary Deferral
Plan allocated to the account of Mr. Wall.
3
<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
III directors will be elected to serve until the 2002 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 2002 Annual Meeting (Class III)
Jerome Belson 73 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.
Nicholas G. Karabots* 66 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., and Geopedior, Inc.
as well as other affiliated
entities, which companies are
engaged primarily in the fields of
printing, publishing and real
estate.
Albert Russo 45 1996 Managing Partner, Russo
Associates, Pioneer Realty, 401
Broadway Company and related real
estate entities; Partner, American
Simlex Co., textile exports.
___________________________
* See "Compensation Committee Interlocks and Insider Participation" section for
information concerning agreement to nominate Mr. Karabots.
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<PAGE>
Directors continuing in office until the 2000 Annual Meeting (Class I)
Edward B. Cloues II 51 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 1994 to December
1997.
James Wall 62 1991 Chief Executive Officer of AMREP
Southwest Inc., a wholly-owned
subsidiary of the Company; Senior
Vice President of the Company.
Directors continuing in office until the 2001 Annual Meeting (Class II)
Daniel Friedman 64 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 65 1977 President of Seidman & Co., Inc.,
investment bankers.
Mohan Vachani 57 1990 Senior Vice President - Chief
Financial Officer of the Company.
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. Cloues was nominated in 1994 for election as a director at the
recommendation of Mr. Karabots. At that time, the law firm of which Mr. Cloues
was a partner represented Mr. Karabots and various corporations owned by him.
The Board of Directors and its Committees
The Board held seven 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
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<PAGE>
being in addition to the fees paid him as a director and member of other
Committees. The Committee met eight 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. Cloues, Karabots (Chairman), and Russo. The Committee held
two meetings 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. Cloues,
Karabots (Chairman), and Russo. The Committee did not meet during the last
fiscal year.
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 1998 Annual
Meeting the exercise price is $ 7.75 per share. 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 AmeriQuest Technologies, Inc.
K-Tron International, Inc.
Samuel N. Seidman Productivity Technologies Corp.
6
<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 1999 192,505 -0- -0- 3,116
Senior Vice 1998 186,019 12,000 -0- 3,672
President 1997 178,029 -0- -0- 1,781
and General
Counsel
Daniel Friedman 1999 279,598 -0- -0- 3,367
Senior Vice 1998 276,600 15,000 -0- 4,085
President 1997 273,475 -0- -0- 1,525
and CEO of
Kable News
Company, Inc.
Mohan Vachani 1999 260,204 -0- -0- 2,860
Senior Vice 1998 257,200 25,000 -0- 3,503
President-Chief 1997 254,075 -0- -0- 1,369
Financial
Officer
James Wall 1999 236,430 -0- -0- 3,147
Senior Vice 1998 233,700 15,000 -0- 3,942
President and 1997 230,867 -0- -0- 1,523
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.
7
<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, 1999. No stock options were held by such executive officers at April
30, 1999.
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. 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 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 while balancing pay versus performance and to otherwise be fair
and equitable in the administration of compensation. The HRC seeks to balance
the salary paid to a particular individual using the above criteria while using
its best judgment of compensation applicable to other executives holding
comparable positions both within and at other 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 1999 was reasonable. 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 and by an additional 2% on
October 1, 1998. The salary of Ms. Asciutto was fixed at $190,250 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 then existing salary
level. It was increased by 2% on October 1, 1998. The 2% increases on October 1,
1998 were in accordance with recommendations made by the HRC.
The Stock Option Committee has granted no options to Executive Officers
since fiscal 1995.
Payments during fiscal year 1999 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
8
<PAGE>
extent that any excess compensation is "performance-based compensation". It is
the HRC's intention that compensation will not be awarded which exceeds the
deductibility limits of Section 162(m).
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 8, 1999 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 and other 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,
1999, Kable purchased magazines from such companies for a total of $33,441,543
and resold them at higher prices.* Kable continues as a distributor for such
companies. Since 1997 Kable has performed fulfillment services for publishing
companies owned or controlled by Mr. Karabots, and during the fiscal year ended
April 30, 1999 was paid by these companies $372,253 for its services. Kable
continues to perform fulfillment services 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 $33,441,543 paid Mr. Karabots' companies represents approximately
17% of the approximately $191,744,000 Kable paid all publishers in fiscal 1999.
9
<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 ("S&P 500 Comp-Ltd") and the Standards & Poor's Homebuilding Index for
the five years beginning April 30, 1994 and ending April 30, 1999 (assuming the
investment of $100 in the Company's stock, the S&P 500 and the Homebuilding
Indexes on April 30, 1994, and the reinvestment of all dividends).
TOTAL SHAREHOLDER RETURNS
(GRAPH)
1994 1995 1996 1997 1998 1999
---- ------ ------ ------ ------ ------
AMREP CORP 100 80.65 62.90 46.77 111.29 74.19
S&P 500 INDEX 100 117.47 152.96 191.40 270.00 328.92
HOMEBUILDING 100 80.65 93.55 101.48 192.69 163.33
INDEX
During fiscal 1999, the Company decided to discontinue most of its
homebuilding operations and it will replace the Standard & Poor's Homebuilding
Index with another index commencing in the year 2000.
10
<PAGE>
Retirement Benefits
The Company's executive officers participate in a Retirement Plan which was
amended effective January 1, 1998 (the "Plan"). Prior to the amendment, the Plan
provided a monthly benefit 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 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 not to exceed 35. From and after January 1,
1998 a participant's benefits will be the amount of the monthly benefit accrued
for that participant as of December 31, 1997 under the terms of the plan prior
to its amendment plus an additional benefit to be determined by establishing a
cash balance account for each participant, to which will be allocated annually
2% of such participant's earnings plus an annual allocation of 5% of the amount
in such account. The cash balance account can be converted to a life annuity or
can be taken in a lump sum. The law limits the maximum amount of earnings which
can be taken into account in calculating benefits; that maximum currently is
$160,000.
Messrs. Friedman and Wall have twenty-eight years of credited service, Mr.
Vachani has five years of credited service and Ms. Asciutto has six 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) there are 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 life annuity form of pension, their annual retirement benefits would be as
set forth below:
Estimated
Benefit
---------
Valerie Asciutto $ 22,800
Daniel Friedman* 79,750
Mohan Vachani 12,000
James Wall 54,200
_____________________
* Mr. Friedman's estimated benefit includes amounts "grandfathered" under the
law.
11
<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, 1999 and 1998 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 2000.
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.
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 2000 Annual Meeting
and who wish to have such proposals included in the Company's Proxy Statement
for the 2000 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 April 5, 2000. 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 2000
Annual Meeting but who do not wish to have such proposal included in the
Company's Proxy Statement for such meeting
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<PAGE>
must be certain that notice of such proposal is received by the Company's
Secretary at the Company's executive offices no later than June 23, 2000.
By Order of the Board of Directors
Valerie Asciutto, Secretary
Dated: August 3, 1999
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 1999, 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.
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<PAGE>
PROXY AMREP CORPORATION PROXY
SOLICITED BY BOARD OF DIRECTORS FOR
ANNUAL MEETING OF SHAREHOLDERS
Crest Room, New York Marriott Eastside Hotel,
525 Lexington Avenue, New York, NY 10017
September 29, 1999, 9:00 AM 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 1999 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 August 3, 1999,
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.)
<PAGE>
A vote FOR ITEM 1 is recommended
by the Board of Directors.
1. FOR ELECTION OF FOR all |_| WITHHOLD |_| *EXCEPTIONS: |_|
THREE (3) nominees AUTHORITY to
DIRECTORS AS listed vote for all
DESCRIBED IN THE below: nominees listed
PROXY STATEMENT OF below:
THE BOARD OF
DIRECTORS.
Nominees: Jerome Belson, Nicholas G. Karabots, Albert Russo
(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: ________________________, 1999
_____________________________________
(Signature)
_____________________________________
(Signature)
Votes MUST be indicated
PLEASE MARK, DATE, SIGN AND MAIL YOUR PROXY PROMPTLY IN THE ENVELOPE PROVIDED.
