SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement
(Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934)
(Amendment No. 2)
AMREP CORPORATION
(Name of Subject Company (issuer))
AMREP CORPORATION (issuer and offeror)
(Name of Filing Person(s) (identifying status as offeror, issuer or other
person))
Common Stock, par value $.10 per share
(Title of Class of Securities)
032159105
(CUSIP Number of Class of Securities)
Edward B. Cloues, II, Chairman of the Board
P.O. Box 888
Pitman, New Jersey 08071-0888
(856) 256-3310
(Name, address and telephone number of person authorized to receive notices
and communications on behalf of filing persons)
COPY TO:
Edward B. Winslow
Jacobs Persinger & Parker
77 Water Street
New York, New York 10005
(212) 344-1866
[ ] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: N/A Filing Party: N/A
Form or Registration No.: N/A Date Filed: N/A
[ ] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which
the statement relates:
[ ] third party tender offer subject to Rule 14d-1.
[X] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender
offer: [ ]
<PAGE>
INTRODUCTORY STATEMENT
This Amendment No. 2 to Tender Offer Statement on Schedule TO (the
"Statement") relates to the tender offer by AMREP Corporation, an
Oklahoma corporation (the "Company"), to purchase up to 725,000 shares of
its common stock, par value $.10 per share (the "Shares"), at prices, net
to the seller in cash, not greater than $7.00 nor less than $5.25 per
Share, upon the terms and subject to the conditions set forth in the
Offer to Purchase, dated May 4, 2000 (the "Offer to Purchase") and the
related Letter of Transmittal. Copies of the Offer to Purchase and
Letter of Transmittal were previously filed as Exhibits (a)(1)(i) and
(a)(1)(ii), respectively, to this Statement and incorporated herein be
reference.
The Statement is amended in answer to Item 1 of Schedule TO by
amending the Offer to Purchase and related Letter of Transmittal as
follows:
The information under the heading "have there been any recent
developments concerning AMREP or it businesses?" in the Summary Term
Sheet on page (i) of the Offer to Purchase is deleted and the following
is inserted in its place:
"Yes. In March 2000 AMREP received jointly from two persons
an unsolicited offer to be acquired in a merger transaction for
$7.75 per share, in cash. An AMREP shareholder affiliated with one
of the offerors has since informed AMREP that he intends to
present a proposal for shareholder vote at AMREP's next annual
shareholders' meeting recommending to AMREP's Board that it seek
to sell AMREP for at least $9.00 per share. Two of AMREP's
directors, who, in the aggregate, beneficially own more than a
majority of the shares, state they would not approve either
transaction, but they have reserved the right to change their
position at any time. Additionally, AMREP's Kable News Company,
Inc. subsidiary is negotiating to participate in a venture
involving the distribution and sale of periodicals for which it
may commit as much as $10 million over the next four years. See
the information in Section 11 under the captions "Recent Proposals
Concerning the Shares" and "Pending Transaction" for a more
detailed discussion."
The Statement is further amended by amending the Offer to Purchase
and related Letter of Transmittal to delete in its entirety the section
captioned "Forward-Looking Statements" on pages (iv) and (v) of the Offer
to Purchase.
The Statement is further amended in answer to Item 4 of Schedule TO
by amending the Offer to Purchase and related Letter of Transmittal (i)
to delete from the Offer to Purchase the first paragraph under the
caption "6. Certain Conditions of the Offer" at page 10 of the Offer to
Purchase and inserting in its place the following:
"Notwithstanding any other provision of the Offer, the Company
shall not be required to accept for payment, purchase or pay for
any Shares tendered, and may terminate or amend the Offer or may
postpone the acceptance for payment of, or the purchase of and the
payment for Shares tendered, subject to Rule 13e-4(f) promulgated
under the Exchange Act, if at any time on or after May 4, 2000 and
prior to the Expiration Date any of the following events shall
have occurred (or shall have been determined by the Company to
have occurred) that, in the Company's reasonable judgment in any
such case and regardless of the circumstances giving rise thereto
(including any action or omission to act by the Company), makes it
inadvisable to proceed with the Offer or with such acceptance for
payment or payment:" and
(ii) to change the phrase "sole judgment" to "reasonable judgment"
each time such phrase appears in the lettered subparagraphs under the
caption "6. Certain Conditions of the Offer" at pages 10 and 11 of the
Offer to Purchase.
<PAGE>
The Statement is further amended in answer to Item 6 of Schedule TO
by amending the Offer to Purchase and related Letter of Transmittal to
delete from the Offer to Purchase the fifth paragraph under the caption
"8. Background and Purpose of the Offer; Certain Effects of the Offer"
at page 12 of the Offer to Purchase and inserting in its place the
following:
"The Company is making the Offer because:
(a) The Board of Directors believes that, given the Company's
businesses, assets and prospects, the purchase of the Shares
pursuant to the Offer is an attractive investment that will
benefit the Company and its remaining shareholders; that the
Shares are significantly undervalued in the public market and that
investing in the Shares will provide added value for the
Shareholders; and that investing in the Shares represents an
attractive use of capital particularly since it is anticipated
that its Real Estate operations will generate cash in excess of
needs over the next year or two.
"(b) The Offer gives shareholders an opportunity to sell their
Shares at a price greater than the prevailing market prices of the
Shares immediately prior to the announcement of the Offer without
the usual costs associated with a market sale.
"(c) The Offer would allow Odd Lot Owners whose Shares are
purchased pursuant to the Offer to avoid both the payment of
brokerage commissions and any applicable odd lot discounts payable
on sales of odd lots on the NYSE. To the extent the purchase of
Shares in the Offer results in a reduction in the number of
shareholders of record, the costs to the Company for services to
shareholders should be reduced. Shareholders who determine not to
accept the Offer will increase their proportionate interest in the
Company's equity, and therefore in the Company's future earnings
and assets, subject to the Company's right to issue additional
Shares and other equity securities in the future."
The Statement is further amended in answer to Item 13 of Schedule TO
as follows:
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
Not applicable.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete and correct.
AMREP CORPORATION
By: /s/ Mohan Vachani
--------------------------------
Name: Mohan Vachani
Title: Senior Vice President &
Chief Financial Officer
Dated: May 24, 2000
