SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14A INFORMATION
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240.14a-12
AMREP CORPORATION
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AMREP CORPORATION
(An Oklahoma corporation)
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
September 20, 2000
NOTICE IS HEREBY GIVEN that the 2000 Annual Meeting of Shareholders of
AMREP CORPORATION (the "Company") will be held at New York Marriott Eastside
Hotel, 525 Lexington Avenue, New York, New York on September 20, 2000 at 9:00
A.M. for the following purposes:
(1) To elect two directors;
(2) To act on a shareholder proposal; and
(3) 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 24, 2000 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
Peter M. Pizza, Secretary
Dated: August 4, 2000
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 20, 2000
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 20,
2000, and at any continuation or adjournment thereof (the "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
8, 2000.
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. However, unless directions are given
proxies will not be voted with respect to the shareholder proposal. 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. The shareholder proposal must be
approved by the vote of the holders of a majority of the shares present in
person or represented by proxy and entitled to vote at the Annual Meeting. In
determining whether such proposal has been approved, abstentions (including
broker non-votes) will have the effect of negative votes.
A copy of the 2000 Annual Report of the Company for the fiscal year ended
April 30, 2000, 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 24, 2000, 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 24, 2000, the Company had
issued and outstanding 6,653,696 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 24, 2000 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) 42.3%
P.O. Box 736
Fort Washington, PA 19034
Albert Russo 1,066,720(2)(3) 16.0%
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) 6.8%
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(5) *
Edward B. Cloues, II 4,500(1) *
Daniel Friedman 38,924(6) *
Samuel N. Seidman 2,500(1) *
Mohan Vachani 500 *
James Wall 8,057(7) *
Directors and
Executive Officers
as a Group
(8 persons) 3,986,094(1)-(3)(5)-(7) 59.8%
______________________________
* Indicates less than 1%
(1) Includes 2,500 shares which the individual has the right to acquire
pursuant to currently exercisable options.
(2) Includes 2,000 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 16.0% 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 7.2%, 0.9 %, 4.1%, and 3.8% 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 1,500 shares which Mr. Belson has the right to acquire
pursuant to currently exercisable options.
(6) Includes 314 shares held in the Company's Savings and Salary Deferral
Plan allocated to the account of Mr. Friedman.
(7) Includes 287 shares held in the Company's Savings and Salary Deferral
Plan allocated to the account of Mr. Wall.
3
<PAGE>
1. 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, two Class I
directors will be elected to serve until the 2003 Annual Meeting and until their
successors are elected and qualified. Although the Board of Directors does not
expect that either of the persons named will be unable to serve as a director,
should either 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 2003 ANNUAL MEETING (CLASS I)
Edward B. Cloues, II 52 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 63 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* 65 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 66 1977 President of Seidman & Co., Inc.,
investment bankers.
Mohan Vachani 58 1990 Senior Vice President - Chief
Financial Officer of the Company.
___________________________
* See "Certain Transactions" section for information concerning Mr.
Friedman's retirement
4
<PAGE>
DIRECTORS CONTINUING IN OFFICE UNTIL THE 2002 ANNUAL MEETING (CLASS III)
Jerome Belson 74 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* 67 1993 Chairman of the Board and Chief
Executive Officer of Spartan
Organization, Inc., Kappa Printing
Group, L.P., Kappa Publishing
Group, Inc., and Geopedior,
Associates, LP, as well as other
affiliated entities, which
companies are engaged primarily
in the fields of printing,
publishing and real estate.
Albert Russo 46 1996 Managing Partner, Russo
Associates, Pioneer Realty, 401
Broadway Company and related real
estate entities; Partner, American
Simlex Co., textile exports.
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.
THE BOARD OF DIRECTORS AND ITS COMMITTEES
The Board held eight 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 $135,000 per
year, such amount being in addition to the fees paid him as a director and
member of other Committees. The Committee met three times during the last fiscal
year on a formal basis and several more times on an informal basis.
___________________________
* See "Compensation Committee Interlocks and Insider Participation" section for
information concerning agreement to nominate Mr. Karabots.
5
<PAGE>
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 duties of the Audit and Examining Committee include (i) recommending to
the Board the engagement of the auditors, (ii) reviewing the scope and results
of the yearly audit by the independent auditors, (iii) reviewing the Company's
system of internal controls and procedures, (iv) reviewing the Company's Code of
Conduct and (v) investigating 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
one meeting 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 $23,000 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 1999 Annual
Meeting, the exercise price is $5.84375 per share. Each option becomes
exercisable as to all or any portion of the shares covered thereby one year
after the date of grant and expires five years after the date of grant.
The various directors and nominees hold other directorships of public
companies as follows:
Name Director of
---- -----------
Edward B. Cloues, II AmeriQuest Technologies, Inc.
K-Tron International, Inc.
Samuel N. Seidman Productivity Technologies Corp.
6
<PAGE>
EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION
The Summary Compensation Table below sets forth individual compensation
information for each of the Company's last three fiscal years of its four most
highly paid executive officers.*
SUMMARY COMPENSATION TABLE
Annual Long Term
Compensation Awards
------------ -------
Securities
Name and Underlying
Principal Options/ All Other
Position Year Salary($) Bonus($) SAR's (#) Compensation($)(1)(2)
-------- ---- -------- -------- ---------- ---------------------
Valerie Asciutto 2000 196,945 -0- -0- 3,364
Senior Vice 1999 192,505 -0- -0- 3,116
President 1998 186,019 12,000 -0- 3,672
and General
Counsel
Daniel Friedman 2000 281,740 -0- -0- 3,333
Senior Vice 1999 279,598 -0- -0- 3,367
President 1998 276,600 15,000 -0- 4,085
and CEO of
Kable News
Company, Inc.
Mohan Vachani 2000 262,225 -0- -0- 4,107
Senior Vice 1999 260,204 -0- -0- 2,860
President-Chief 1998 257,200 25,000 -0- 3,503
Financial
Officer
James Wall 2000 255,046 -0- -0- 3,500
Senior Vice 1999 236,430 -0- -0- 3,147
President and 1998 233,700 15,000 -0- 3,942
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.
(3) Ms. Asciutto resigned in May, 2000.
_________________________
* 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, 2000. No stock options were held by such executive officers at April
30, 2000.
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 the Company 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 2000 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. In addition the salary of Mr. Wall was increased effective
October 1, 1999 by $25,000 in accordance with a recommendation made by the HRC.
The basis of the recommendation was a review of his performance and then
existing salary level.
The Stock Option Committee has granted no options to Executive Officers
since fiscal 1995.
Payments during fiscal year 2000 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 "performance-based
compensation". It is the HRC's intention that compensation will not be awarded
which exceeds the deductibility limits of Section 162(m).
8
<PAGE>
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 20, 2000 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 covered 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,
2000, Kable purchased magazines from such companies for a total of $26,707,000
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, 2000 was paid by these companies $500,434 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 $26,707,000 paid Mr. Karabots' companies represents approximately
19% of the approximately $143,187,000 Kable paid all publishers in fiscal 2000.
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, the Standard & Poor's Homebuilding Index and twenty-seven companies
with similar capitalizations to that of the Company ("Similar Cap Issuers"), for
the five years beginning April 30, 1995 and ending April 30, 2000 (assuming the
investment of $100 in the Company's stock, the S&P 500 and Homebuilding Indexes
and the Similar Cap Issuers on April 30, 1995, and the reinvestment of all
dividends). Because the Company discontinued substantially all of its
homebuilding operations in fiscal 2000, after this year it will replace the
Standard & Poors Homebuilding Index with certain issuers with similar
capitalizations to that of the Company because the Company does not believe it
can identify an index of issuers engaged in operations similar to those
currently engaged in by the Company.
TOTAL SHAREHOLDER RETURN
(GRAPH)
1995 1996 1997 1998 1999 2000
---- ---- ---- ---- ---- ----
AMREP CORP 100 78.00 58.00 138.00 92.00 80.00
S&P 500 INDEX 100 130.21 162.94 229.85 280.01 308.37
SIMILAR CAP ISSUERS 100 119.35 195.97 324.00 273.41 240.91
HOMEBUILDING INDEX 100 116.00 125.82 238.91 202.51 153.99
10
<PAGE>
The names of the Similar Cap Issuers are:
ACMAT CORP. - CL A HALLWOOD ENERGY CORP.
ALABAMA NATL. BANCORPORATION IN HOME HEALTH INC.
ANACOMP INC. LACLEDE STEEL CO.
BAKER (MICHAEL CORP.) MGI PHARMA INC.
BOYD BROS TRANSPORTATION INC. NUVEEN INSD NY SEL TAX FREE
CEM CORP. PMC COMMERCIAL TRUST
CENTURY BANCORP INC/MA QUAKER CITY BANCORP INC.
CHART INDUSTRIES INC. SAPIENS INTL. CORP. NV
CHICOS FAS INC. STERLING BANCORP/NY
COMMERCIAL BANK/NY UNITED MOBILE HOMES INC.
COVEST BANCSHARES INC. VALLEY RESOURCES INC.
DATA SYSTEMS & SOFTWARE INC. VSI ENTERPRISES INC.
EMERGING MKTS INCOME FD INC. W HOLDING COMPANY INC.
EQUIVEST FINANCE INC.
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 amount related
to the social security wage base plus 1.5% of such earnings in excess of such
specified amount, 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
interest credit 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 $170,000.
Messrs. Friedman and Wall have twenty-nine years of credited service, and
Mr. Vachani 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 $170,000 currently permitted to be taken into account under
applicable law in calculating retirement benefits under the Company's Plan, and
11
<PAGE>
(iv) the individuals elect the life annuity form of pension, their annual
retirement benefits would be as set forth below:
Estimated
Benefit
-------
Daniel Friedman* $ 79,800
Mohan Vachani 12,400
James Wall 54,300
CERTAIN TRANSACTIONS
See "COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION" for
information concerning transactions with Nicholas G. Karabots.
Daniel Friedman has entered into an agreement with the Company pursuant to
which (i) on October 31, 2000 he is resigning as a director of the Company, as
Senior Vice President of the Company and as Chief Executive Officer of the
Company's Kable News Company, Inc. subsidiary, (ii) he will be a consultant to
the Company from November 1, 2000 until December 31, 2001, (iii) the Company
will pay him $305,000 and provide him with certain medical insurance benefits
and (iv) at his option to be exercised no later than October 31, 2000, the
Company will purchase from him 38,610 shares of the Company's Common Stock at a
price of $7.00 per share.
In August, 1999, Mr. Wall purchased a house in Rio Rancho, New Mexico from
a subsidiary of the Company for a purchase price of $220,000. The house had been
used as a model home for three years and the price paid was approximately the
amount for which it would have been listed for sale to a third party.
2. SHAREHOLDER PROPOSAL
Greenplex Investments, L.L.C., 7720 East Redfield Road, Suite 8,
Scottsdale, Arizona 85260, has given notice that it intends to present the
following proposal at the Annual Meeting:
RESOLVED, that the stockholders recommend to the
Board of Directors that the Company promptly undertake
a program to sell the Company in a transaction in
which stockholders will receive at least $9.00 per
share in cash and that the Board of Directors actively
negotiate with bona fide potential purchasers who
indicate a willingness to offer $9.00 cash per share
of AMREP Common Stock.
__________________________
* Mr. Friedman's estimated benefit include amounts "grandfathered" under the
law.
12
<PAGE>
Supporting Statement:
AMREP's Common Stock has consistently under performed for years. In fiscal
1999, AMREP discontinued its homebuilding activities and for the three months
ended January 31, 2000 incurred a net loss of $1,145,000. AMREP's magazine
distribution business has been negatively impacted by reserves of $1,200,000 and
$3,000,000 against accounts receivable for the nine month periods ended January
31, 2000 and 1999, respectively.
The proponent of this shareholder proposal believes that AMREP is unlikely
to succeed as a public company in enhancing shareholder value and that AMREP
should be actively seeking to sell itself. On March 30, 2000, an affiliate of
the proponent made an offer to acquire AMREP for $7.75 per share in cash. By
letter dated April 4, 2000, AMREP's Board stated, "The proposed transaction
would require the approval of the owners of a majority of the outstanding AMREP
stock, and the owners of more than 50% of the outstanding stock informed the
Board at a special telephone meeting yesterday that they would not vote their
shares in favor of such a transaction at the price offered. Accordingly, the
Board determined that there is no reason to pursue this matter further."
THE BOARD OF DIRECTORS TAKES NO POSITION WITH RESPECT TO THE PROPOSAL.
A sale of the Company would require the approval of a majority of the
outstanding shares. Nicholas G. Karabots and Albert Russo (and members of his
family) together own more than a majority of the outstanding shares, and such
shareholders have advised the Board that they would not approve a sale at $9.00
per share, which is less than book value, but have reserved the right to change
their position at any time. In this situation, it would not be meaningful for
the Board to take any position with respect to the proposal.
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, 2000 and 1999 have been examined by Arthur Andersen LLP, independent public
accountants. No representative of Arthur Andersen LLP is expected to attend the
Annual Meeting. The Board of Directors has not yet acted with respect to the
selection of auditors for fiscal 2001.
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.
13
<PAGE>
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 2001 Annual Meeting
and who wish to have such proposals included in the Company's Proxy Statement
for the 2001 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 2, 2001. 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 2001
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 no later than June 16, 2001.
By Order of the Board of Directors
Peter M. Pizza, Secretary
Dated: August 4, 2000
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 2000, INCLUDING THE FINANCIAL STATEMENTS AND THE SCHEDULES THERETO,
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. ANY REQUEST SHOULD BE
DIRECTED TO PETER M. PIZZA, 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.
14
<PAGE>
PROXY AMREP CORPORATION PROXY
SOLICITED BY BOARD OF DIRECTORS FOR
ANNUAL MEETING OF SHAREHOLDERS
New York Marriott Eastside Hotel,
525 Lexington Avenue, New York, NY 10017
September 20, 2000, 9:00 AM Local Time
The undersigned hereby appoints Mohan Vachani 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 2000 Annual Meeting of Shareholders of
AMREP Corporation, and any adjournment thereof, for the election of directors
and with respect to the shareholder proposal, each as set forth in the Proxy
Statement of the Board of Directors dated August 4, 2000, 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 AND "ABSTAIN" WITH RESPECT TO THE SHAREHOLDER PROPOSAL 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. No recomendation
is made by the Board of Directors as to Item 2.
1. FOR ELECTION OF FOR all |_| WITHHOLD |_| *EXCEPTIONS: |_|
TWO (2) nominees AUTHORITY to
DIRECTORS AS listed vote for all
DESCRIBED IN THE below: nominees listed
PROXY STATEMENT OF below:
THE BOARD OF
DIRECTORS.
Nominees: Edward B. Clouse, II, James Wall
(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 ____________________________________________________________________
2. SHAREHOLDER PROPOSAL. FOR: |_| AGAINST: |_| ABSTAIN: |_|
AS DESCRIBED IN THE
PROXY STATEMENT OF
THE BOARD OF DIRECTORS.
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: ________________________, 2000
_____________________________________
(Signature)
_____________________________________
(Signature)
Votes MUST be indicated
PLEASE MARK, DATE, SIGN AND MAIL YOUR PROXY PROMPTLY IN THE ENVELOPE PROVIDED.
