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. 3)
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. 3 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.
ITEM 4. TERMS OF THE TRANSACTION
The Statement is amended in answer to Item 4 of Schedule TO to
add the following:
"The Offer expired on June 6, 2000 at 5:00 p.m. New York City time.
Based on a preliminary count by The Bank of New York, the depositary for
the offer, 588,584 shares of common stock were properly tendered and not
withdrawn at prices at or below $7.00 per share. Based on this count,
AMREP will accept for purchase at a price of $7.00 per share all such
shares tendered. Payment for the shares will be made as soon as
practicable after the final count by the depositary."
On June 7, 2000, the Company issued a press release announcing
the preliminary results of the Offer, a copy of which is filed as
Exhibit (a)(5)(ii) to this Amendment No. 3 and is incorporated herein
by reference.
ITEM 12. EXHIBITS
The Statement is further amended in answer to Item 12 of Schedule
TO to add the following as an additional exhibit:
(a)(5)(ii) Form of Press Release issued by the
Company dated June 7, 2000
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: June 7, 2000
<PAGE>
INDEX TO EXHIBITS
ITEM DESCRIPTION
(a)(1)(i) Form of Offer to Purchase dated May 4, 2000.*
(a)(1)(ii) Form of Letter of Transmittal.*
(a)(1)(iii) Form of Notice of Guaranteed Delivery.*
(a)(1)(iv) Form of Letter to Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.*
(a)(1)(v) Form of Letter to Clients for use by Brokers,
Dealers, Commercial Banks, Trust Companies and Other
Nominees.*
(a)(1)(vi) Form of Letter from the Company to participants in the
Company Savings and Salary Deferral Plan, including
the form of Direction Form to the Trustee of said Plan
from participants in said Plan.*
(a)(1)(vii) Form of letter dated May 4, 2000 from the Chairman of
the Company's Board of Directors to shareholders of
the Company.*
(a)(1)(viii) Guidelines for Certification of Taxpayer
Identification Number on Form W-9.*
(a)(5) Form of Press Release issued by the Company dated
May 2, 2000.*
(a)(5)(ii) Form of Press Release issued by the Company dated
June 7, 2000.**
(b)(1) Master Loan Agreement dated effective February 26, 1999
between AMREP Southwest, Inc. and Norwest Bank New
Mexico, N.A.*
(b)(2) First Amendment to Master Loan Agreement Amended
Effective January 26, 2000.*
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* Filed previously.
** Filed herewith.
