<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __)*
AMREP Corporation
--------------------
(Name of Issuer)
Common Stock
--------------------
(Title of Class of Securities)
032159105
--------------------
(CUSIP Number)
David P. Maniatis With a copy to:
7720 East Redfield Road Morris Orens, Esq.
Suite 8 Swidler Berlin Shereff Friedman, LLP
Scottsdale, Arizona 85260 405 Lexington Avenue
(480) 991-2288 New York, New York 10174
(212) 973-0111
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
May 12, 2000
(Date of Event which Requires Filing of
this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
statement because of Rule 13d-1(e), (f) or (g), check the following: [ ].
Note: An EDGAR version of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-7 for other parties to whom copies are
to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
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CUSIP No. 032159105 Page 2 of Pages
---- ----
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Recorp Partners, Inc.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 15,000
BENEFICIALLY -----------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING -----------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 15,000
-----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,000
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.02%**
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
* SEE INSTRUCTIONS
** SEE ITEMS 4, 5 AND 6
<PAGE>
SCHEDULE 13D
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CUSIP No. 032159105 Page 3 of Pages
---- -----
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Greenplex Investments, L.L.C.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Arizona
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 256,126
BENEFICIALLY ------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING ------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 256,126
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
256,126
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.02**
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
- --------------------------------------------------------------------------------
* SEE INSTRUCTIONS
** SEE ITEMS 4, 5 AND 6
<PAGE>
SCHEDULE 13D
- --------------------------------------------------------------------------------
CUSIP No. 032159105 Page 4 of Pages
---- -----
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Rio Verde 120, LLC
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Arizona
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 31,000
BENEFICIALLY ------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING ------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 31,000
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,000
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.02%**
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
- --------------------------------------------------------------------------------
* SEE INSTRUCTIONS
** SEE ITEMS 4, 5 AND 6
<PAGE>
SCHEDULE 13D
- --------------------------------------------------------------------------------
CUSIP No. 032159105 Page 5 of Pages
---- ----
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Steven S. Robson
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 61,000
BENEFICIALLY ------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING ------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 61,000
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
61,000
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.02%**
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
* SEE INSTRUCTIONS
** SEE ITEMS 4, 5 AND 6
<PAGE>
SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D (this "Statement") is being filed with
respect to the common stock, par value $.10 per share (the "Common Stock"), of
AMREP Corporation, an Oklahoma corporation (the "Company" or the "Issuer"),
which has its principal executive office at 641 Lexington Avenue, Sixth Floor,
New York, New York 10022.
ITEM 2. IDENTITY AND BACKGROUND
This Statement is being filed by Recorp Partners, Inc., a Delaware
corporation ("Recorp Partners"), Greenplex Investments, L.L.C., an Arizona
limited liability company ("Greenplex"), Rio Verde 120, LLC, an Arizona limited
liability company ("Rio Verde") and Steven S. Robson ("Mr. Robson" and
collectively, the "Reporting Persons").
The principal business address of Greenplex is 7720 East Redfield Road,
Suite 8, Scottsdale, AZ 85260, and its principal business is real estate
investment. David P. Maniatis ("Mr. Maniatis") is the sole manager of Greenplex.
DPM-TT Trust (the "Trust") owns a 99.98% interest of Greenplex. DPM-95 Trust
(the "95-Trust") owns a 0.02% interest of Greenplex. Mr. Maniatis is the sole
beneficiary of the Trust and the 95-Trust. Mr. Maniatis' principal occupation is
owning and operating businesses, primarily in the field of real estate. During
1999, Mr. Maniatis was the Chief Operating Officer of the Company's principal
real estate subsidiary, Amrep Southwest. In December 1999, his employment with
Amrep Southwest terminated. Mr. Maniatis is a United States citizen. Mr.
Maniatis is the CEO of Recorp Partners and Recorp Management, Inc.("Recorp
Management").
The principal business address of Recorp Partners is 7720 East Redfield
Road, Suite 8, Scottsdale, AZ 85260, and its principal business activity is
management of real estate. Mr. Maniatis is the sole shareholder, officer and
director of Recorp Partners.
The principal business address of Rio Verde is 7720 East Redfield Road,
Suite 8, Scottsdale, AZ 85260, and its principal business is real estate
investment. Recorp Management is the manager of Rio Verde. The Trust owns 75% of
the outstanding stock of Recorp Management. Mr. Maniatis is the secretary and
director of Recorp Management. Recorp Management owns a 4.35% interest in Rio
Verde. Greenplex owns a 10.05% interest in Rio Verde. First Trust Company of
Onaga, N.A., as custodian for the IRA account of Eugenia L. Hoof (deceased),
owns an 83.6% interest of Rio Verde on behalf of Mr. Maniatis as the principal
beneficiary.
Mr. Robson's principal business address is c/o Robson Communities, 9532 E.
Riggs Road, Sun Lakes, AZ 85248. His principal occupation is owning and
operating businesses, primarily in the field of real estate development and home
building. Mr. Robson is a United States citizen.
Page 6
<PAGE>
During the last five years, none of the parties listed in this Item 2 has
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), or has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
has been or became subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The shares of Common Stock described in this Statement were acquired by the
Reporting Persons for approximately $2,439,163, of which: (i) approximately
$1,499,914 was obtained from the working capital and personal funds of the
Reporting Persons, (ii) approximately $232,273 was obtained through loans from
Charles Schwab & Co., Inc. ("Schwab"), (iii) approximately $182,098 was obtained
through loans from A.G. Edwards & Sons, Inc. ("A.G. Edwards") and (iv) $524,878
was obtained through a loan from a commercial bank. The loans from Schwab and
A.G. Edwards conform with the Securities Exchange Act of 1934 and Regulation T
of the Board of Governors of the Federal Reserve System.
ITEM 4. PURPOSE OF TRANSACTION
The shares of Common Stock were acquired by the Reporting Persons with a
view toward effecting a change in control of the Company. Mr. Maniatis and Mr.
Robson made an offer to acquire the Company for $7.75 per share in a cash merger
by letter dated March 30, 2000 directed to the board of directors (the "Board")
of the Company which is attached hereto as Exhibit 1. The offer was rejected by
letter dated April 4, 2000 from the Board, attached hereto as Exhibit 2, which
stated that the owners of a majority of the shares of Common Stock had informed
the Board that they would not agree to vote their shares in favor of such a
transaction at $7.75 in cash per share. Greenplex has made a shareholder's
proposal (the "Proposal") for inclusion in the Proxy Statement for the upcoming
Annual Meeting of the Company which the Company has agreed to include in the
Proxy Statement. The Proposal is for the shareholders to recommend to the Board
that the Company promptly undertake a program to sell the Company in a
transaction in which the shareholders will receive at least $9.00 per share in
cash and that the Board actively negotiate with bonafide potential purchasers
who indicate a willingness to offer $9.00 cash per share of Common Stock.
The principal alternatives the Reporting Persons are considering include,
among other things, (a) renewing the offer to buy all the outstanding shares of
Common Stock, (b) influencing shareholders to vote for the Proposal, (c) seeking
to influence the Company's management in the formulation and implementation of
future policy, and (d) acquiring additional securities of the Company or
disposing of the shares of Common Stock, based upon the Reporting Persons' view
of the business and prospects of the Company, the price of the shares of Common
Stock on the open market, economic conditions generally and in the area served
by the Company and any other investment criteria they deem relevant including
the tender of shares pursuant to the recently announced "Dutch Auction". The
Reporting Persons anticipate that any additional shares of
Page 7
<PAGE>
Common Stock that are acquired by them will be purchased on the open trading
market. The Reporting Persons may, however, acquire additional shares of Common
Stock in private transactions, the terms of which cannot be determined at this
time.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Mr. Robson is the beneficial owner of 61,000 shares of Common Stock
(representing 0.84% of the outstanding shares of Common Stock).
Greenplex is the beneficial owner of 256,126 shares of Common Stock
(representing 3.54% of the outstanding shares of Common Stock). Such shares may
be deemed to be indirectly owned by the Trust, in its capacity as the owner of a
99.98% interest in Greenplex, and by Mr. Maniatis as the sole beneficiary of the
Trust.
Rio Verde is the beneficial owner of 31,000 shares of Common Stock
(representing 0.43% of the outstanding shares of Common Stock). Such shares may
be deemed to be indirectly owned by First Trust Company of Onaga, N.A., as
custodian for the IRA account of Eugenia L. Hoof (deceased), in its capacity as
owner of an 83.6% interest in Rio Verde on behalf of Mr. Maniatis as the
principal beneficiary.
Recorp Partners is the beneficial owner of 15,000 shares of Common Stock
(representing 0.21% of the outstanding shares of Common Stock). Such shares may
be deemed to be indirectly owned by Mr. Maniatis as the sole shareholder of
Recorp Partners.
(b) Each of the Reporting Persons has sole power to vote and dispose or
direct the disposition of the shares of Common Stock indicated herein as owned
by such Reporting Person.
(c) Schedule A, attached hereto, lists the transactions in shares of Common
Stock effected by the Reporting Persons during the past sixty (60) days.
(d) Not Applicable
(e) Not Applicable
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
The Reporting Persons have an understanding to act together to effect a
change in the control of the Company, as more fully described in Item 4 hereof.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1: Letter dated March 30, 2000, to the board of directors of the
Company
Page 8
<PAGE>
Exhibit 2: Letter dated April 4, 2000, from the board of directors of the
Company
Exhibit 3: Shareholder Proposal
Exhibit 4: Joint Filing Agreement of the Reporting Persons
Page 9
<PAGE>
SIGNATURE
After reasonable 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.
Greenplex Investments, L.L.C.
By: /s/ David P. Maniatis
-----------------------------------
Date: May 18, 2000 Name: David P. Maniatis
Title: Manager
Page 10
<PAGE>
SIGNATURE
After reasonable 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.
Rio Verde 120, LLC
By: Recorp Management, Inc., Manager
By: /s/ David P. Maniatis
------------------------------------
Date: May 18, 2000 Name: David P. Maniatis
Title: Secretary
Page 11
<PAGE>
SIGNATURE
After reasonable 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.
/s/ Steven S. Robson
---------------------------------------
Date: May 18, 2000 Steven S. Robson
Page 12
<PAGE>
SIGNATURE
After reasonable 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.
Recorp Partners, Inc.
By: /s/ David P. Maniatis
--------------------------------
Date: May 18, 2000 Name: David P. Maniatis
Title: President
Page 13
<PAGE>
SCHEDULE A
<TABLE>
<CAPTION>
Party
Effecting Date of Number of Shares
Transaction (*) Transaction Purchased/(Sold) Price per Share
--------------- ----------- ---------------- ---------------
<S> <C> <C> <C>
SSR 03/14/00 1,500 4.9375
SSR 03/14/00 3,500 5.0000
GPX 03/28/00 2,000 5.4375
GPX 03/29/00 6,000 5.7500
GPX 03/29/00 2,000 5.6875
GPX 03/29/00 10,000 5.8125
GPX 04/26/00 2,000 4.8750
GPX 04/26/00 2,000 5.0000
SSR 04/26/00 10,000 5.0625
SSR 04/28/00 15,000 5.0000
GPX 04/28/00 10,000 5.0000
GPX 05/01/00 1,000 5.0625
GPX 05/02/00 2,000 6.1250
GPX 05/03/00 2,000 6.1250
GPX 05/04/00 2,000 6.1250
GPX 05/05/00 4,000 6.2500
SSR 05/05/00 1,000 6.1875
SSR 05/08/00 200 6.1875
GPX 05/08/00 400 6.3125
GPX 05/08/00 900 6.3750
GPX 05/08/00 1,900 6.3750
GPX 05/09/00 2,000 6.4375
SSR 05/09/00 3,800 6.3125
GPX 05/10/00 1,000 6.3125
GPX 05/11/00 2,000 6.4375
GPX 05/12/00 1,000 6.5000
GPX 05/12/00 1,000 6.6250
GPX 05/12/00 3,000 6.5625
GPX 05/12/00 4,000 6.5000
</TABLE>
*
GPX - Greenplex Investments, L.L.C.
SSR - Steven S. Robson
Page 14
<PAGE>
EXHIBIT 1
March 30, 2000
Board of Directors
Amrep Corporation
641 Lexington Avenue
New York, NY 10022
Re: Acquisition of Amrep Corporation
Gentlemen:
David P. Maniatis, Principal, Recorp Companies, and Steve Robson, Developer and
Owner, Scott Homes and Robson Communities, are forming a joint venture for the
purpose of acquiring the Company. Recorp has major land holdings in Phoenix,
Arizona and Albuquerque, New Mexico including 10,000 acres on the Western border
of Rio Rancho, and thousands of single family residential lots in various stages
of development in Phoenix. Robson Communities is one of the largest private
retirement community developers in the Country, with operations in Arizona and
Texas.
Amrep Corporation has for the past few years carried out various business
strategies which have failed to attract the investment community's support and
accordingly, Amrep's stock price has declined sharply. Higher interest rates and
the possibility of still higher rates in the future will continue to negatively
impact Amrep's stock as well as concerns regarding management, Kable News
Company, Shasta Real Estate Company, concentrating of assets in Albuquerque, and
unrelated businesses. As private developers, we are not subject to the pressures
of a public company and we can deal with properties on a purely economic basis.
Accordingly, we hereby offer to acquire Amrep Corporation in a cash merger
transaction at a price of $7.75 per share and all outstanding options at a price
equal to the difference between the option exercise price and $7.75 per share,
subject to due diligence. This offer represents a premium of 35% over the $5.75
closing price of Amrep's stock as of March 29, 2000.
We have obtained serious indications of interest in providing financing
commitments and we believe such financing is readily obtainable given the
resources of our joint venturers. In your consideration of this offer, we are
prepared to meet with you and describe our anticipated financing sources and our
ability to consummate the acquisition. Of course, our interest and our lenders
interest is subject to your cooperation in a thorough due diligence.
If we do not receive a response in writing delivered to Recorp's offices by 2:00
p.m. New York time, April 5, 2000, then our offer is hereby revoked.
Very truly yours,
- ---------------------------- -------------------------------
David P. Maniatis Steve Robson
Page 15
<PAGE>
EXHIBIT 2
April 4, 2000
Via Fax and U.S. Mail
Mr. David Maniatis
and
Mr. Steve Robson
c/o Recorp Partners, Inc.
7720 E. Redfield Road, Suite 8
Scottsdale, AZ 85260
Gentlemen:
I write in response to your letter dated March 30, 2000 to the Board of
Directors of AMREP Corporation by which you offered to acquire the Corporation
in a cash merger transaction at a price of $7.75 per share.
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.
Very truly yours,
Edward B. Cloues, II
cc: Board of Directors of AMREP Corporation
AMREP CORPORATION
641 Lexington AVENUE . NEW YORK, N.Y. 10022 . 212-705-4700 . FAX 212-705-4740
Page 16
<PAGE>
EXHIBIT 3
Shareholder Proposal:
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.
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."
Page 17
<PAGE>
EXHIBIT 4
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934,
as amended, each of the persons named below agree to the joint filing of a
statement on Schedule 13D, including amendments thereto, with respect to the
common stock, par value $.10 per share, of AMREP Corporation, and further agree
that this Joint Filing Agreement be included as an exhibit to such filings,
provided that, as contemplated by Section 13d-1(k)(1)(ii), no person shall be
responsible for the completeness or accuracy of the information concerning the
other persons making the filing, unless such person knows or has reason to
believe that such information is inaccurate.
[Signatures appear on the next page]
Page 18
<PAGE>
This Joint Filing Agreement may be executed in any number of counterparts,
all of which collectively shall constitute one and the same instrument.
Greenplex Investments, L.L.C.
By: /s/ David P. Maniatis
-------------------------------------
Date: May 18, 2000 Name: David P. Maniatis
Title: Manager
Rio Verde 120, LLC
By: Recorp Management, Inc., Manager
By: /s/ David P. Maniatis
-------------------------------------
Date: May 18, 2000 Name: David P. Maniatis
Title: Secretary
/s/ Steven S. Robson
----------------------------------------
Date: May 18, 2000 Steven S. Robson
Recorp Partners, Inc.
By: /s/ David P. Maniatis
----------------------------------------
Date: May 18, 2000 Name: David P. Maniatis
Title: President
Page 19
