SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[ X ]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended October 31, 2000
______________________________________
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______________ to _________________
Commission File Number 1-4702
___________
AMREP Corporation
_______________________________________________________________________________
(Exact name of registrant as specified in its charter)
Oklahoma 59-0936128
_______________________________________________________________________________
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
641 Lexington Avenue, Sixth Floor, New York, New York 10022
_______________________________________________________________________________
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 705-4700
_________________
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has subject to such
filing requirements for the past 90 days.
Yes X No
____________ ___________
Number of Shares of Common Stock, par value $.10 per share, outstanding at
December 13, 2000 - 6,612,196.
<PAGE>
AMREP CORPORATION AND SUBSIDIARIES
INDEX
PART I. FINANCIAL INFORMATION PAGE NO.
Item 1. Consolidated Financial Statements:
Balance Sheets
October 31, 2000 (Unaudited) and
April 30, 2000 (Audited) 1
Statements of Operations and Retained Earnings
(Unaudited)
Three Months Ended October 31, 2000 and 1999 2
Statements of Operations and Retained Earnings
(Unaudited)
Six Months Ended October 31, 2000 and 1999 3
Statements of Cash Flows (Unaudited)
Six Months Ended October 31, 2000 and 1999 4
Notes to Consolidated Financial Statements 5-6
Item 2. Management's Discussion and Analysis 7-9
Item 3. Quantitative and Qualitative Disclosures
about Market Risk 10
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 11
Item 4. Submission of Matters to Vote of Security Holders 12
Item 6. Exhibits and Reports on Form 10-K 12
SIGNATURES 13
EXHIBIT INDEX 14
<PAGE>
PART 1. FINANCIAL INFORMATION
Item 1. Financial Statements
AMREP CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
(Thousands, except par value and number of shares)
October 31, 2000 April 30, 2000
---------------------- ------------------
(Unaudited) (Audited)
ASSETS
Cash and cash equivalents $ 11,825 $ 12,934
Receivables, net:
Real estate operations 8,673 9,108
Magazine circulation operations 40,630 45,366
Real estate inventory 75,441 70,548
Property, plant and equipment, at cost, net
of accumulated depreciation and
amortization of $14,870 at October 31,
2000 and $14,032 at April 30, 2000. 17,376 17,852
Other assets 10,934 11,437
Excess of cost of subsidiary over
net assets acquired 5,191 5,191
-------------- --------------
$ 170,070 $ 172,436
============== ==============
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable $ 14,938 $ 17,783
Deposits and accrued expenses 8,669 8,137
Notes payable:
Amounts due within one year 45,026 15,599
Amounts subsequently due 5,137 31,312
-------------- --------------
50,163 46,911
Taxes payable:
Amounts due (receivable) within one year (240) (1,002)
Amounts subsequently due 5,999 5,999
------------- --------------
5,759 4,997
Deferred income taxes 2,705 2,627
------------- --------------
82,234 80,455
------------- --------------
Commitments and Contingencies
Shareholders' equity:
Common stock, $.10 par value;
shares authorized - 20,000,000;
shares issued -7,399,677 at October 31,
2000 and 7,398,677 issued at April 30,
2000 740 740
Capital contributed in excess of par value 44,936 44,930
Retained earnings 47,599 47,258
Treasury stock, at cost; 787,481 shares
at October 31, 2000 and 158,327 shares
at April 30, 2000 (5,439) (947)
-------------- --------------
87,836 91,981
-------------- --------------
$ 170,070 $ 172,436
============== ==============
See notes to consolidated financial statements.
1
<PAGE>
AMREP CORPORATION AND SUBSIDIARIES
Consolidated Statements of Operations and Retained Earnings (Unaudited)
Three Months Ended October 31, 2000 and 1999
(Thousands, except per share amounts)
2000 1999
------------------ -------------------
REVENUES
Real estate operations:
Land sales $ 3,112 $ 12,118
Home and condominium sales 507 7,890
------------------ -------------------
3,619 20,008
Magazine circulation operations 12,740 13,863
Interest and other operations 1,032 442
------------------ -------------------
17,391 34,313
------------------ -------------------
COSTS AND EXPENSES
Real estate cost of sales:
Land sales 1,165 8,473
Home and condominium sales 1,166 7,885
Operating expenses:
Magazine circulation operations 9,917 10,732
Real estate commissions and selling 256 1,229
Other operations 577 971
General and administrative:
Real estate operations and corporate 1,227 1,574
Magazine circulation operations 1,356 1,648
Interest, net 803 731
------------------ -------------------
16,467 33,243
------------------ -------------------
Income before income taxes 924 1,070
PROVISION FOR INCOME TAXES 369 428
------------------ -------------------
NET INCOME 555 642
RETAINED EARNINGS, beginning of period 47,044 47,402
------------------ -------------------
RETAINED EARNINGS, end of period $ 47,599 $ 48,044
================== ===================
EARNINGS PER SHARE - BASIC AND DILUTED $ 0.08 $ 0.09
================== ===================
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING 6,629 7,297
================== ===================
See notes to consolidated financial statements.
2
<PAGE>
AMREP CORPORATION AND SUBSIDIARIES
Consolidated Statements of Operations and Retained Earnings (Unaudited)
Six Months Ended October 31, 2000 and 1999
(Thousands, except per share amounts)
2000 1999
------------------ -------------------
REVENUES
Real estate operations:
Land sales $ 5,883 $ 20,344
Home and condominium sales 2,720 26,601
------------------ -------------------
8,603 46,945
Magazine circulation operations 25,069 26,863
Interest and other operations 1,929 2,540
------------------ -------------------
35,601 76,348
------------------ -------------------
COSTS AND EXPENSES
Real estate cost of sales:
Land sales 2,521 14,336
Home and condominium sales 3,373 24,378
Operating expenses:
Magazine circulation operations 20,123 21,198
Real estate commissions and selling 583 2,819
Other operations 1,126 1,982
General and administrative:
Real estate operations and corporate 2,157 3,516
Magazine circulation operations 3,529 3,217
Interest, net 1,621 1,644
------------------ -------------------
35,033 73,090
------------------ -------------------
Income before income taxes 568 3,258
PROVISION FOR INCOME TAXES 227 1,303
------------------ -------------------
NET INCOME 341 1,955
RETAINED EARNINGS, beginning of period 47,258 46,089
------------------ -------------------
RETAINED EARNINGS, end of period $ 47,599 $ 48,044
================== ===================
EARNINGS PER SHARE - BASIC AND DILUTED $ 0.05 $ 0.27
================== ===================
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING 6,775 7,329
================== ===================
See notes to consolidated financial statements.
3
<PAGE>
AMREP CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows (Unaudited)
Six Months Ended October 31, 2000 and 1999
(Thousands)
2000 1999
----------------- ------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $ 341 $ 1,955
----------------- ------------------
Adjustments to reconcile net income to
net cash provided (used)by operating
activities -
Depreciation and amortization 1,536 2,372
Non-cash credits and charges:
(Gain) loss on disposition of
fixed assets (192) 169
Inventory and joint venture valuation
adjustments and write-offs 283 1,223
Pension benefit accrual (369) (162)
Expense recorded on issuance
of treasury stock - 92
Changes in assets and liabilities -
Receivables 5,171 3,209
Real estate inventory (5,176) 20,610
Other real estate investments - 652
Other assets 265 (1,091)
Accounts payable, deposits and
accrued expenses (2,313) (5,667)
Taxes payable 762 (3,194)
Deferred income taxes 78 646
----------------- ------------------
Total adjustments 45 18,859
----------------- ------------------
Net cash provided by
operating activities 386 20,814
----------------- ------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (1,251) (944)
Proceeds from assets sold 990 -
----------------- ------------------
Net cash used by
investing activities (261) (944)
----------------- ------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from debt financing 13,125 11,410
Principal debt payments (9,873) (36,385)
Proceeds from exercise of stock option 6 -
Purchase of treasury stock (4,492) (840)
----------------- ------------------
Net cash used by
financing activities (1,234) (25,815)
----------------- ------------------
cash equivalents (1,109) (5,945)
CASH AND CASH EQUIVALENTS,
beginning of period 12,934 23,553
----------------- ------------------
CASH AND CASH EQUIVALENTS,
end of period $ 11,825 $ 17,608
================= ==================
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid - net of
amounts capitalized $ 1,621 $ 1,737
================= ==================
Income taxes paid (refunded) $ (771) $ 3,795
================= ==================
See notes to consolidated financial statements.
4
<PAGE>
AMREP CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
Three Months Ended October 31, 2000 and 1999
(1) BASIS OF PRESENTATION
The accompanying unaudited financial statements included herein have been
prepared by the Company pursuant to the rules and regulations of the Securities
and Exchange Commission for interim financial information. The April 30, 2000
balance sheet amounts have been derived from the April 30, 2000 audited
financial statements of the Registrant. Since the accompanying consolidated
financial statements do not include all the information and footnotes required
by generally accepted accounting principles for complete financial statements,
it is suggested that they be read in conjunction with the financial statements
and notes thereto included in the Registrant's April 30, 2000 Annual Report on
Form 10-K. In the opinion of management, the accompanying unaudited financial
statements include all adjustments, which are of a normal recurring nature,
necessary to reflect a fair presentation of the results for the interim periods
presented. The results of operations for such interim periods are not
necessarily indicative of the results to be expected for the full fiscal year.
(2) INFORMATION ABOUT THE COMPANY'S OPERATIONS IN DIFFERENT
INDUSTRY SEGMENTS:
The following schedules set forth summarized data relative to the industry
segments in which the Company operates for the three and six month periods ended
October 31, 2000 and 1999.
<TABLE>
<CAPTION>
THREE MONTH Land Home Building Corporate
Sales Distribution Fulfillment and Other Consolidated
<S> <C> <C> <C> <C> <C> <C>
October 2000 (Thousands):
Revenues $ 3,588 $ 530 $ 3,574 $ 9,166 $ 533 $ 17,391
Expenses(excluding interest) 1,954 1,323 3,488 8,105 794 15,664
Interest expense, net 81 5 524 151 42 803
-------------- -------------- --------------- ------------- ------------- ---------------
Pretax income (loss)
contribution $ 1,553 $ ( 798) $ (438) $ 910 $ (303) $ 924
============== ============== =============== ============= ============= ===============
---------------------------------------------------------------------------------------------------------------------------
October 1999 (Thousands):
Revenues $ 12,718 $ 7,179 $ 4,124 $ 9,739 $ 553 $ 34,313
Expenses(excluding intere 10,123 9,215 3,615 8,765 794 32,512
Interest expense, net 156 22 392 143 18 731
-------------- -------------- -------------- ------------- ------------- --------------
Pretax income (loss)
contribution $ 2,439 $ (2,058) $ 117 $ 831 $ (259) $ 1,070
============== ============= ============== ============= ============= ==============
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
Land Home Corporate
Sales Building(a) Distribution Fulfillment and Other Consolidated
<S> <C> <C> <C> <C> <C> <C>
SIX MONTHS:
October 2000 (Thousands):
Revenues $ 6,643 $ 2,769 $ 7,407 $ 17,662 $ 1,120 $ 35,601
Expenses (excluding interest) 4,078 3,757 7,198 16,454 1,925 33,412
Interest expense, net 195 34 1,015 290 87 1,621
----------- ------------ ------------- ----------- ----------- ------------
Pretax income (loss)
contribution $ 2,370 $ (1,022) $ (806) $ 918 $ (892) $ 568
=========== ============ ============= =========== =========== ============
Identifiable assets $ 82,068 $ 5,201 $ 51,892 $ 14,555 $ 16,354 $ 170,070
----------------------------------------------------------------------------------------------------------------------------
October 1999 (Thousands):
Revenues $ 21,746 $ 26,500 $ 8,779 $ 18,084 $ 1,239 $ 76,348
Expenses (excluding interest) 16,722 28,133 7,378 17,037 2,176 71,446
Interest expense, net 285 218 811 295 35 1,644
----------- ------------ ------------- ----------- ----------- ------------
Pretax income (loss)
contribution $ 4,739 $ (1,851) $ 590 $ 752 $ (972) $ 3,258
=========== ============ ============= =========== =========== ============
Identifiable assets (b) $ 77,107 $ 15,020 $ 57,081 $ 19,687 $ 16,899 $ 185,794
</TABLE>
(a) Includes the effect of valuation adjustments and other write-offs on certain
inventories and equity investments in joint ventures of approximately $500,000
and $1.9 million recorded in the quarters ended October 31, 2000 and 1999
respectively.
(b) Certain amounts in the 1999 grouping of Identifiable assets
have been reclasssified to conform to the current year presentation.
6
<PAGE>
AMREP CORPORATION AND SUBSIDIARIES
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Results of Operations for the Three and Six Months ended October 31, 2000 and
1999
Total revenues were $17.4 million and $35.6 million for the three and six month
periods ended October 31, 2000, respectively, compared to $34.3 million and
$76.3 million in the comparable periods of the prior year. The reduction in
revenues was principally due to the restructuring of the Company's real estate
operations, including the continuing wind-down of homebuilding activities.
Revenues from land sales were $3.1 million and $5.9 million in the three and six
month periods ended October 31, 2000, respectively, compared to $12.1 million
and $20.3 million in the comparable periods of the prior year, resulting from
decreased sales of both residential lots to homebuilders as well as commercial
and industrial properties. Revenues from residential lot sales decreased to $2.9
million in the second quarter and $5.2 million in the six month period ended
October 31, 2000 from $8.2 million and $15.0 million in the comparable periods
of the prior year, primarily because the prior year periods included bulk lot
sales to other homebuilders in Colorado with an aggregate sales value of over
$5.0 million and $8.0 million, respectively, made as part of the Company's
restructuring plan to sell its remaining real estate assets in Colorado, whereas
there were no comparable sales in the current year periods. In addition,
revenues from the sale of commercial and industrial land were $200,000 and
$600,000 in the three and six month periods ended October 31, 2000,
respectively, compared to $3.9 million and $5.4 million in the comparable
periods last year. The average gross profit percentage on land sales increased
from 30% in both the second quarter and six month periods of fiscal 2000 to 63%
in the second quarter and 57% in the six month period of fiscal 2001, mainly
because the prior year included a higher percentage of sales of residential
lots, including those bulk lot sales in Colorado discussed above, which was
generally at lower gross profit percentages than commercial and industrial land
sales have historically achieved. Land sale revenues and related gross profits
can vary from period to period as a result of the nature and timing of specific
transactions, and thus prior results are not necessarily an indication of
amounts that may be expected to occur in future periods.
Revenues from housing sales decreased to $500,000 and $2.7 million in the three
and six month periods of fiscal 2001, respectively, from $7.9 million and $26.6
million in the same periods of the prior year, which decrease reflected the
effects of the restructuring of the Company's real estate operations, as
discussed above, and is expected to continue as the Company's remaining
homebuilding activities are completed. In addition, the second quarter results
included charges of approximately $500,000 in fiscal 2001 and $1.9 million in
fiscal 2000 for valuation adjustments and other reserves associated with the
wind-down of certain real estate projects outside of the Company's core market
in Rio Rancho, New Mexico. There was no other significant effect on net income
resulting from the withdrawal from homebuilding between these periods, however,
as the decline in homebuilding gross profits in the first half of fiscal 2001
was substantially offset by a comparable decrease in homebuilding-related
commissions and selling and general and administrative expenses.
7
<PAGE>
Revenues from magazine circulation operations decreased to $12.7 million and
$25.1 million in the three and six month periods of the current year,
respectively, compared to $13.9 million and $26.9 million in the comparable
periods of the prior year, primarily due to a decrease in the magazine
distribution segment of Kable News Company. Revenues from Newsstand Distribution
Services decreased approximately 13% in this years second quarter and 16% for
the six month period compared to last year, primarily due to customer losses and
decreased sales for existing customers. Revenues from Fulfillment Services also
decreased by 6% and 2% in the three and six month periods of fiscal 2001,
respectively, compared to the prior year, primarily as a result of the loss of
sweepstakes processing business for one customer, which was partly offset by
increased revenues from core fulfillment and other services. Also partially
offsetting this revenue decrease was a decrease in magazines circulation
operating expenses of 8% in the second quarter and 5% in the six month period,
due in part to payroll-related reductions and reduced bad debt expense.
Revenues from "Interest and other operations" increased in the second quarter of
fiscal 2001 compared to last year which included the effects of certain
valuation adjustments and write-offs associated with equity investments in joint
ventures, but decreased for the six month period due to the wind-down of
ancillary operations related to homebuilding. Other operations expenses
decreased in both the three and six month periods commensurate with the decrease
in ancillary revenues noted above.
Real estate commissions and selling expenses decreased in both the three and six
month periods as a result of the wind-down of homebuilding operations and lower
land sales. Real estate and corporate general and administrative expenses also
decreased in both periods due to the effects of the Company's restructuring,
including the wind-down of homebuilding activities. General and administrative
costs of magazine circulation operations in the second quarter of fiscal 2001
were comparable to the prior year, and increased for the six month period as a
result of an increase in certain insurance costs. Interest expense increased
moderately in the second quarter and is comparable for the six month period of
fiscal 2001 compared to the same periods of fiscal 2000, generally due to lower
borrowing requirements within the real estate segments, offset in part by
increased interest in the magazine circulation operations resulting from
slightly higher receivable balances and interest rates.
As previously reported, the Company has been involved for several years in
ongoing audits of its Federal tax returns by the Internal Revenue Service
("IRS") for fiscal years 1984 through 1996. The Company has previously resolved
all issues and paid taxes and related interest due for the years 1984 through
1992, and reached an interim agreement and paid all amounts due on certain
issues for the years 1993 through 1996. In September 2000, the IRS presented to
the Company a proposal to settle all remaining federal tax matters for these
years. Until a final settlement has been approved by the Company and the IRS,
however, these examinations remain open. If the proposed settlement becomes
final, the amount actually owed for taxes and interest would be less than the
amount accrued for this liability, and a tax benefit would be recognized at that
time. While the exact amount of the potential tax benefit is uncertain and
requires, among other things, the approval of the final agreement by the IRS and
the determination of related interest, as well as a determination of resulting
state tax adjustments, it could approximate $3.5 million.
8
<PAGE>
Liquidity and Capital Resources
During the past several years, the Company has financed its operations from
internally generated funds from home and land sales and magazine circulation
operations, and from borrowings under its various lines-of-credit and
construction loan agreements.
Over the past twenty-one months, the Company has restructured its real estate
operations by winding-down homebuilding activities and selling a portion of its
landholdings in Colorado, California and Oregon. At October 31, 2000,
inventories increased to $75.4 million compared to $70.5 million at April 30,
2000 as a result of additional development of land in Rio Rancho, while notes
payable increased to $50.2 million at October 31, 2000 compared to $46.9 million
at April 30, 2000 due to increased borrowings in the magazine circulation
operations. At October 31, 2000, the Company was not in compliance with a
financial covenant of the $40 million credit arrangement for its magazine
circulation operations, under which $31.8 million was outstanding. A waiver has
been granted. This line of credit arrangement expires in September 2001.
Accordingly, the amount outstanding has been classified as "Amount due within
one year". The Company has been in negotiations with the lenders for an
extension of the arrangement, however, no agreement has yet been reached.
In connection with a previously announced self-tender "Dutch Auction," the
Company reacquired 587,654 shares of its stock to be held as treasury stock at a
cost of approximately $4.3 million, including expenses, during the quarter ended
July 31, 2000. The Company also reacquired an additional 41,500 shares of its
common stock from time to time in the open market at an approximate cost of
$230,000 under a previously announced program.
The Company believes that cash provided from operations together with existing
cash balances, its lines-of-credit and land development loans will be sufficient
to maintain liquidity at a satisfactory level.
Statement of Forward-Looking Information
Certain information included herein and in other Company statements, reports and
filings with the Securities and Exchange Commission is forward-looking within
the meaning of the Private Securities Litigation Reform Act of 1995. Refer to
Item 7 of the Annual Report on Form 10-K for a discussion of the assumptions and
factors on which these statements are based. Any changes in the actual outcome
of these assumptions and factors could produce significantly different results;
accordingly, all forward-looking statements should be evaluated with the
understanding of their inherent uncertainty.
9
<PAGE>
Item 3. Quantitative and Qualitative Disclosures about Market Risk
There have been no material changes to the Company's market risk for the
three-month period ended October 31, 2000. See Item 7(A) of the Company's Annual
Report on Form 10-K for the fiscal year ended April 30, 2000 for additional
information regarding quantitative and qualitative disclosures about market
risk.
10
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
A civil action entitled United Magazine Company, Inc. et al. v. Murdoch
Magazines Distribution, Inc., el al was commenced in the United States District
Court for the Southern District of New York in May, 2000 by United Magazine
Company and five affiliated companies ("Unimag" or "plaintiffs"). The plaintiffs
were for many years in the business of wholesale distribution of magazines and
other periodicals in Ohio, Michigan and parts of other states, with alleged
annual sales in 1998 of $324 million. They originally sued Murdoch Magazines
Distribution, Inc., a national distributor of magazines and other periodicals
("Murdoch"), and Chas. Levy Circulating Co., a large wholesaler ("Levy"),
complaining that Murdoch and Levy destroyed Unimag's business through various
improper acts.
Murdoch moved to dismiss the complaint. In response, on August 31, 2000, Unimag
filed an Amended Complaint correcting to some extent certain deficiencies in the
original Complaint and adding as defendants the other national distributors
including Kable News Company, Inc., ("Kable"), a wholly-owned subsidiary of the
Registrant. The Amended Complaint contains 15 causes of action, some of which
are solely against Murdoch or Levy. The main allegation of the Amended Complaint
is that the defendants destroyed plaintiff's business through violations of the
antitrust laws, breaches of contracts and other improper acts.
Plaintiffs allege that for many years wholesalers occupied exclusive territories
pursuant to agreements with the national distributors, and that the right of
exclusivity was enforced by the national distributors through their control of
allotments of national publications containing local content and local
advertising and their refusal to increase allotments to wholesalers who sought
to invade the territories of other wholesalers. Plaintiffs further allege that
commencing in 1995, the national distributors began permitting some wholesalers
to supply magazines to major retails chains without regard to geographic
location, in breach of the alleged exclusivity agreements. Plaintiffs also
allege that the national distributors sold magazines to defendant Chas. Levy at
prices lower than those charged to plaintiffs, placing plaintiffs at a
competitive disadvantage. They seek damages in the amount of $275 million,
trebled, plus pre-judgment interest and attorneys' fees. The action is in the
preliminary stage but Kable believes that there are substantial defenses
available to it, and these will be vigorously pursued.
11
<PAGE>
Item 4. Submission of Matters to Vote of Security Holders
The Annual Meeting of Shareholders was held on September 20, 2000.
At the meeting, Edward B. Cloues II and James Wall were elected as directors.
Shareholders cast votes for the election as follows:
Nominee "For" "Withheld"
Edward B. Cloues II 5,953,235 296,150
James Wall 5,953,238 296,147
The terms of office as directors of Jerome Belson, Daniel Friedman*, Nicholas G.
Karabots, Albert V. Russo, Samuel Seidman and Mohan Vachani continued.
___________
*Mr. Friedman resigned effective October 31, 2000.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
4(a) Second Modification Agreement dated as of June 29, 2000 to the Loan
Agreement dated as of September 15, 1998 between Kable News Company, Inc.
and American National Bank and Trust Company of Chicago as Agent to all
Lenders defined herein.
27. Financial Data Schedule
(b) Reports on Form 8-K:
No reports on Form 8-K were filed by the Registrant during the quarter
ended October 31, 2000.
12
<PAGE>
FORM 10-Q
AMREP CORPORATION AND SUBSIDIARIES
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
AMREP Corporation
(Registrant)
Dated: December 15, 2000 By: /s/ Mohan Vachani
Mohan Vachani
Senior Vice President,
Chief Financial Officer
Dated: December 15, 2000 By: /s/ Peter M. Pizza
Peter M. Pizza
Vice President,
Controller
13
<PAGE>
AMREP CORPORATION AND SUBSIDIARIES
EXHIBIT INDEX
4(a) Second Modification Agreement dated as of June 29,
2000 to the Loan Agreement dated as of September 15, 1998
between Kable News Company, Inc. and American National Bank
and Trust Company of Chicago as Agent to all Lenders
defined herein.
27. Financial Data Schedule
14
<PAGE>
