As filed with the Securities and Exchange Commission on April 27, 200711, 2013

Registration No. 333-141861333-__________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DCWASHINGTON, D.C. 20549

PRE-EFFECTIVE
AMENDMENT NO. 1
to
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

AMREP CORPORATION
(Exact name of registrantRegistrant as specified in its charter)
Oklahoma59-0936128
(State or other jurisdiction of(I.R.S. Employer
incorporation or organization)Identification Number)
             Oklahoma                                                                                        59-0936128
  
(State or other jurisdiction                                                                          (I.R.S. Employer
of incorporation or organization)      ____________________                  Identification Number)

300 Alexander Park, Suite 204
Princeton, New JerseyNJ 08540
(609) 716-8200
(Name, address,Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
____________________

Peter M. Pizza
Vice President and Chief Financial Officer
AMREP Corporation
300 Alexander Park, Suite 204
Princeton, New JerseyNJ 08540
(609) 716-8200716-8210

(Name, address, including zip code, and telephone number, including area code, of agent for service)
____________________

Copies of all communications to:

Irving NeedlemanF. Douglas Raymond, III
Christopher V. Vitale, Esq.
Vice President, General Counsel and Secretary
AMREP Corporation
300 Alexander Park, Suite 204
Princeton, NJ 08540
F. Douglas Raymond III, Esq.
Brian J. Lynch, Esq.
Drinker Biddle & Reath LLP
AMREP Corporation
One Logan Square,
300 Alexander Park, Suite 20418thand Cherry Streets
Princeton, New Jersey 085402000
Philadelphia, PA 19103-699619103
(215) 988-2700

Approximate date of commencement of proposed sale to the public:From time to time
As soon as practicable after the effective date of this registration statement.Registration Statement.

If the only securities being registered on this Formform are being offered pursuant to dividend or interest reinvestment plans, please check the following box.o
If any of the securities being registered on this Formform are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.þý
If this Formform is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.o
If this Formform is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.o
If this Formform is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.o
If this Formform is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer  Accelerated filer Non-accelerated filer 
Smaller reporting company ý
  (Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to be
Registered(1)
Amount to be
Registered
 
Proposed
 Maximum
Offering Price Per
 Unit
 
Proposed
Maximum
 Aggregate Offering
 Price
 
Amount of
Registration Fee
Common Stock, par value $.10 per share1,199,242 shares  $11.31  $13,563,428(2)  $1,851 
Subscription rights to purchase Common Stock —(3)  —(4)  —(4)  —(4)

(1)This registration statement relates to: (a) non-transferable subscription rights (“subscription rights”) to purchase 1,199,242 shares of common stock in aggregate of the Registrant, which subscription rights are to be distributed pro rata to holders of the Registrant’s common stock; and (b) the shares of common stock deliverable upon the exercise of the subscription rights pursuant to the rights offering.
(2)Represents the gross proceeds from the assumed exercise of all subscription rights that may be distributed.
(3)Evidencing the subscription rights to subscribe for 1,199,242 shares of common stock.
(4)The subscription rights are being issued for no consideration. Pursuant to Rule 457(g) of the Securities Act of 1933, no separate registration fee is required for the subscription rights because the subscription rights are being registered in the same registration statement as the common stock of the Registrant underlying the subscription rights.
____________________
The registrantRegistrant hereby amends this registration statementRegistration Statement on such date or dates as may be necessary to delay its effective date until the registrantRegistrant shall file a further amendment which specifically states that this registration statementRegistration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statementthis Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 
 


Subject to Completion, dated April 27, 2007.
The information in this prospectus is not complete and may be changed. We may not and the selling securityholder identified in this prospectus may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and it iswe are not soliciting an offeroffers to buy these securities in any jurisdiction where the offer or sale is not permitted.
PROSPECTUS
SUBJECT TO COMPLETION, DATED APRIL 11, 2013
PROSPECTUS
AMREP CORPORATION
[LOGO]
$150,000,000

Common Stock
Debt Securities
Warrants
Units
by AMREP Corporation
and
450,000 shares
Subscription Rights to Purchase up to 1,199,242 Shares
of Common Stock
by a Selling Securityholder
at $[●] per Share
 
and the Shares of Common Stock Issuable pursuant to such Subscription Rights
 AMREP Corporation may from time
We are distributing, at no charge, to time offer and sell, together or separately, (i) sharesholders of our common stock, (ii) debt securities, (iii) warrantson a pro rata basis, non-transferable subscription rights to purchase common stock or debt securities and (iv) units consisting of two or more classes of the securities registered hereunder at an aggregate public offering price not to exceed $150,000,000. In addition, a selling securityholder, The Karabots Foundation, may from time to time offer and sell up to an additional 450,0001,199,242 shares of our common stock, for the reason described in the section entitled “Selling Securityholder.”
     In this prospectus,which we refer to as “subscription rights.” You will receive one subscription right for each share of common stock owned at 5:00 p.m., New York City time, on [], 2013, which we refer to as the “record date.”  Each subscription right will entitle a holder to purchase 0.200 shares of our common stock debt securities, warrantsat a subscription price of $[] per share, provided that we will not issue any fractional shares in the rights offering and units collectivelyexercises of rights will be rounded down; we refer to this as your “basic subscription right.” You must aggregate subscription rights in multiples of five subscription rights to purchase all shares of common stock you desire and are entitled to purchase at the subscription price.
If you exercise all of your subscription rights and other holders of subscription rights do not fully exercise their subscription rights, you will be entitled to exercise an over-subscription privilege to purchase additional shares of common stock that remain unsubscribed as a result of any unexercised subscription rights, subject to the limitations described in this prospectus, which we refer to as the “Securities.“over-subscription privilege.The specific terms of the securities to be offered including their specific designation, aggregate principal amount or aggregate initial offering price, maturity, if any, rate and times of payment of interest or dividends, if any, redemption, conversion and sinking fund terms, if any, exercise price and detachability, if any,However, we cannot assure you that we will be described in a supplementable to this prospectus.
fill any over-subscriptions. We may offerrefer to the securities and The Karabots Foundation may offer up to an additional 450,000 sharesoffering of our common stock from time to time in amounts, at pricesthrough the basic subscription right and on other terms to be determined at the time ofover-subscription privilege as the “rights offering. These securities may be offered to or through one or more agents, dealers or underwriters, directly to purchasers or through a combination of these methods. For additional information, you should refer to
If the section entitled “Plan of Distribution.” If any agents, dealers or underwriters are involved inrights offering is fully subscribed, the sale of any of the securities, the relevant prospectus supplement will set forth any applicable commissions or discounts. Our nettotal gross proceeds from the sale of securities alsoshares offered in the rights offering will be describedapproximately $[] million. We are not requiring a minimum subscription to complete the rights offering. The price per share to be paid for shares of common stock acquired pursuant to the basic subscription right, $[], is the same price per share as the over-subscription privilege subscription price of $[] per share.
The subscription rights will expire if they are not exercised by 5:00 p.m., New York City time, on [], 2013, unless we extend the rights offering period. We may extend the rights offering and the period for exercising your subscription rights in our sole discretion.
You should carefully consider whether to exercise your subscription rights before the relevant prospectus supplement.expiration of the rights offering. All exercises of subscription rights are irrevocable, even if the rights offering is extended. We willare not receivemaking any proceeds from any salerecommendation regarding your exercise of the subscription rights.
The subscription rights are not transferable. The subscription rights and the shares of common stock issuable on their exercise, both of which are covered by this registration statement, are being offered directly by us without the services of an underwriter or selling agent.
Shares of our common stock by The Karabots Foundation.
Investing in the securities offered hereby involves risks. See “Risk Factors” beginning on page 2.
     Our common stock isare traded on the New York Stock Exchange under the symbol “AXR.” AnyOn April 9, 2013, the closing sale price for our common stock was $11.31 per share.
The exercise of your subscription rights for shares of our common stock involves risks. We urge you to carefully read the section entitled “Risk Factors” beginning on page 5 of this prospectus, supplement will also containas well as the risk factors and other information where applicable, asin any documents we incorporate by reference into this prospectus, before deciding whether to any other listing on a securities exchange of the securities covered by such prospectus supplement.exercise your subscription rights.
 
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined ifpassed upon the adequacy or accuracy of this prospectus is truthful or complete.prospectus. Any representation to the contrary is a criminal offense.
 This prospectus may not be used to offer or sell our securities unless it is accompanied by a prospectus supplement.
ThisThe date of this prospectus is dated [_______][], 2007. 2013





TABLE OF CONTENTS

 QUESTIONS AND ANSWERS RELATING TO THE RIGHTS OFFERING   i
  1
 RISK FACTORS  5
 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSiii24
 USE OF PROCEEDS
125
 THE RIGHTS OFFERING
226
 MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES37 
 MARKET INFORMATION1240 
 DIVIDEND HISTORY41 
12
13
14
1442
 PLAN OF DISTRIBUTION46 
 LEGAL MATTERS1647 
 EXPERTS47 
 INCORPORATION BY REFERENCE24
25
25
26
26
2747
 
About this Prospectus
     All references in this prospectus to “AMREP Corporation,” “our company,” “our,” “us” and “we” refer to AMREP Corporation, an Oklahoma corporation, and its consolidated subsidiaries, except whereAs permitted under the context otherwise requires or as otherwise indicated.
     This prospectus is partrules of a registration statement that we have filed with the Securities and Exchange Commission, (the “SEC”) usingor the “shelf” registration process. Under this shelf registration process, we may sell any combination of the securities described inSEC, this prospectus in one or more offerings up to an aggregate initial offering price of $150,000,000. In addition, The Karabots Foundation may sell up to 450,000 shares of our common stock in one or more offerings. This prospectus provides you with a general description of the securities we or The Karabots Foundation may offer. Each time we or The Karabots Foundation sells securities, we will provide a prospectus supplement that will contain specificincorporates important business information about the terms ofAMREP Corporation that offering. The prospectus supplement may also add, update or change informationis contained in documents that we file with the SEC, but that is not included in or delivered with this prospectus. You should read carefully bothmay obtain copies of these documents, without charge, from the website maintained by the SEC at www.sec.gov, as well as from other sources. See “Incorporation By Reference” in this prospectus and any prospectus supplement together with the additional information described in “Where You Can Find More Information” before you decide whether to invest in the securities.prospectus.

ABOUT THIS PROSPECTUS
 
You should rely only on the information contained in or incorporated by reference into this prospectus and any applicable prospectus supplement. You may obtain theprospectus. We have not authorized anyone to provide you with additional or different information from that contained in or incorporated by reference into this prospectus without charge by following the instructions under “Where You Can Find More Information” below. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. Neither our company nor The Karabots Foundation is making an offer to sell these securities or soliciting an offer to buy the securities in any jurisdiction where the offer or sale is not permitted.prospectus. You should assume that the information appearingcontained in or incorporated by reference into this prospectus is accurate only as of any date on the front cover of this prospectus or the date of the document incorporated by reference, as applicable, regardless of the time of delivery of this prospectus.prospectus or any exercise of the subscription rights. Our business, financial condition, results of operations and prospects may have changed since that date.
     This prospectus is based on information provided by us and by other sources that we believe are reliable. We cannot assure you that this information is accurate or complete. This prospectus summarizes certain documents and other information, and we refer you to them for a more complete understanding of what we discuss in this prospectus. In making an investment decision, you must rely on your own examination of our company and the terms of the offering and the securities, including the merits and risks involved.

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those dates. We are not making an offer of these securities in any representation to any purchaser ofjurisdiction where the securities regarding the legality of an investment in the securities by such purchaser. You shouldoffer is not consider any informationpermitted.
References in this prospectus to be legal, businessthe “Company,” “we,” “us” and “our” refer to AMREP Corporation and its subsidiaries.
No action is being taken in any jurisdiction outside the United States to permit a public offering of our securities or tax advice. You should consult your own attorney, business advisorpossession or tax advisor for legal, business and tax advice regarding an investment in the securities.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
     In addition to historical information,distribution of this prospectus includingin that jurisdiction. Persons who come into possession of this prospectus in jurisdictions outside the United States are required to inform themselves about and to observe any restrictions as to this offering and the distribution of this prospectus applicable to those jurisdictions.


QUESTIONS AND ANSWERS RELATING TO THE RIGHTS OFFERING
The following are some of what we anticipate will be common questions about the rights offering. The answers are based on selected information from this prospectus and the documents incorporated by reference into this prospectus, may contain statements relating to future events or our future results. These statements are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are subject to the safe harbor provisions created by statute. These forward-looking statements include, but are not limited to, information regarding the status and progress of our operating activities, the plans and objectives of our management and assumptions regarding our future performance, operating expenses, working capital needs, liquidity and capital requirements, business trends and competitiveness.
     Generally, words such as “may,” “will,” “should,” “could,” “anticipate,” “project,” “expect,” “intend,” “estimate,” “plan,” “goal,” “continue,” and “believe,” or the negative of or other variations on these and other similar expressions identify forward-looking statements. Forward-looking statements are based on our current expectations and projections about future events and involve risks and uncertainties that could cause our actual results to differ materially from those expressed or implied by our forward-looking statements. These risks and uncertainties include, without limitation, those described under “Risk Factors” and those detailed from time to time in our filings with the SEC which are incorporated by reference into this prospectus. In addition, other risks and uncertainties not presently known to us or that we currently consider less significant could affect the accuracy of our forward-looking statements. Although we believe our estimates and assumptions to be reasonable, such estimates and assumptions may prove to be inaccurate. Our forward-looking statements are made only as of the date of this prospectus and are not guarantees of our future performance or future events. We do not undertake to update or revise the forward-looking statements contained in or incorporated by reference into this prospectus, whether as a result of new information, future events or otherwise.

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SUMMARY
herein. The following is a summaryquestions and therefore it doesanswers do not contain all of the information that ismay be important to you orand may not address all of the questions that you should consider before investing. You should read this entiremay have about the rights offering. This prospectus carefully, including the section entitled “Risk Factors” and our financial statements and the other documents included in or incorporated by reference intoherein contain more detailed descriptions of the terms and conditions of the rights offering and provide additional information about us and our business, including potential risks related to the rights offering, our common stock and our business.
What is the rights offering?
We are distributing, at no charge, to holders of our common stock subscription rights to purchase shares of our common stock. One right has been distributed for each share outstanding to record holders of our common stock as of the record date, [], 2013. Each subscription right will entitle a holder to purchase 0.200 shares of our common stock. This ratio is referred to as the “rights ratio.” You must aggregate subscription rights in multiples of five subscription rights to purchase all shares of common stock you desire and are entitled to purchase through the subscription rights. The subscription rights will be evidenced by rights certificates. Subscription rights will entitle a holder to (1) a basic subscription right and (2) if the holder exercises all of his or her basic subscription rights, an over-subscription privilege.
What is the basic subscription right?
The basic subscription right, when aggregated in a multiple of five, gives the holder the opportunity to purchase one share of our common stock for $[] per share. Only subscription rights aggregated to purchase whole shares are exercisable, and no fractional shares will be issued. You must aggregate subscription rights in multiples of five subscription rights to purchase any shares of common stock you desire and are entitled to purchase through the subscription rights. We have granted to you, as a shareholder of record as of 5:00 p.m., New York City time, on the record date, one right for each share of our common stock you owned at that time. This means that if you owned 100 shares of our common stock as of 5:00 p.m., New York City time, on the record date, you would receive 100 subscription rights, and the rights ratio would give you the right to purchase 20 shares of common stock at a price of $[] per share with your basic subscription right. You may exercise the basic subscription right for any whole number of shares subject to the basic subscription right, or you may choose not to exercise any subscription rights. However, if you exercise less than your full basic subscription right, you will not be entitled to purchase shares of common stock under the over-subscription privilege.
In order to properly exercise your basic subscription right, you must deliver to the subscription agent the subscription payment and a properly completed rights certificate, or if you hold your subscription rights through a broker, dealer, custodian bank or other nominee, which we generally refer to as a “nominee,” you should complete and return to your nominee the form entitled “Beneficial Owner Election” or such other appropriate documents as are provided by your record holder related to your basic subscription right before the expiration of the rights offering.
If you hold your shares in the name of a nominee who uses the services of the Depository Trust Company, or DTC, DTC will issue a number of subscription rights to your nominee equal to each share of our common stock you beneficially own on the record date. See “The Rights Offering—Method of Exercising Subscription Rights—Subscription By Beneficial Owners.”
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Will fractional subscription rights be issued?
No. We will not issue fractional subscription rights or cash in lieu of fractional shares underlying subscription rights.
What is the over-subscription privilege?
We do not expect all of our holders of subscription rights to exercise all of their basic subscription rights. The over-subscription privilege entitles certain holders of subscription rights to acquire the shares remaining unpurchased after the expiration of all basic subscription rights, which we refer to as the “overall maximum over-subscription share amount.” Only holders of subscription rights who exercise all of their basic subscription rights, which we refer to as “qualifying holders,” will have the opportunity to purchase through the over-subscription privilege shares that are not purchased by other holders of basic subscription rights; provided, that, if any over-subscription privileges are exercised, we will not issue a number of shares for over-subscriptions in excess of 1,199,242 less the shares subscribed for under all exercised basic subscription rights. A nominee may exercise an over-subscription privilege on behalf of a beneficial owner provided such nominee confirms that such beneficial owner subscribed in full through the basic subscription. Thus, a shareholder that fully exercises a basic subscription right will have the privilege as a qualifying holder to also exercise the over-subscription privilege to purchase additional shares of common stock that remain unsubscribed from the overall maximum over-subscription share amount, subject to certain limitations described in this section.
If sufficient shares of common stock are available, we will seek to honor your over-subscription request in full. If the overall maximum over-subscription share amount is not sufficient to satisfy all of the properly exercised over-subscription privilege requests, the available shares will be prorated among those qualifying holders who properly exercised their over-subscription privilege. In this case, the proration ratio will be determined by dividing the number of shares owned by a qualifying holder on the record date by the number of shares owned by all qualifying holders as of the record date. The proration ratio for such holder will be multiplied by the overall maximum over-subscription share amount to determine the maximum number of over-subscription shares that the qualifying holder may purchase. If this pro rata allocation results in any qualifying holder being allocated a greater number of shares of common stock than the qualifying holder subscribed for pursuant to the exercise of the over-subscription privilege, then such qualifying holder will be issued only that number of shares for which the qualifying holder over-subscribed for, and the remaining shares will be allocated among all other qualifying holders exercising the over-subscription privilege on the same pro rata basis described above. The proration process will be repeated until all available remaining shares of common stock have been allocated to qualifying holders pursuant to valid over-subscription requests.
In order to properly exercise your over-subscription privilege, you must deliver the subscription payment related to the shares you desire under your over-subscription privilege at the same time you submit your basic subscription, and this must be properly submitted before expiration of the subscription rights. Because we will not know the overall maximum over-subscription share amount before the expiration of the rights offering, if you wish to maximize the number of shares you purchase pursuant to your over-subscription privilege, you will need to complete the over-subscription portion (Form 1, Paragraph (b)) of the rights certificate and deliver payment in an amount equal to the aggregate subscription price for the maximum amount you desire through the over-subscription privilege. See “The Rights Offering—The Subscription Rights—Over-Subscription Privilege” and “The Rights Offering—Validity of Subscriptions.”
Fractional shares of common stock resulting from the exercise of the over-subscription privilege will be eliminated by rounding down to the nearest whole share. Registrar and Transfer Company, our
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subscription agent for the rights offering, will determine the over-subscription allocation based on the formula described above. Certain other administrative conditions and terms apply. See “The Rights Offering—Additional Administrative Conditions and Terms of the Rights Offering.”
Any excess subscription payments received by the subscription agent will be returned, without interest, as soon as practicable.
Why are we conducting the rights offering?
We are conducting the rights offering to raise equity capital and provide our shareholders with the opportunity to purchase our common stock. We intend to use the net proceeds of this rights offering for general corporate and working capital purposes, which may include satisfaction of a portion (currently estimated to be $3 million) of our obligation to the Pension Benefit Guaranty Corporation (see “Risk Factors—Risks Relating to Our Business—Our defined benefit pension plan is currently substantially underfunded and will require additional cash contributions, some of which are likely to be accelerated”), debt repayment, future acquisitions, capital expenditures and additions to working capital. However, we cannot assure you that the capital raised through the rights offering will be sufficient for all of these purposes or that we will not need to raise additional capital in the future.
How was the $[●] per share subscription price determined?
We have engaged [] to act as our financial advisor in connection with the rights offering to provide, among other things, advice with respect to the structure and terms of the rights offering. We delegated full authority to a committee of our board of directors with respect to the pricing and other terms of the rights offering, which we refer to as the “Rights Offering Committee.” The Rights Offering Committee consists of Messrs. Cloues and Weller, each of whom is not affiliated with, and does not have a financial interest in, or material financial or business relationship with, any beneficial owner of more than 5% of our outstanding common stock. In determining the subscription price, the Rights Offering Committee considered a number of factors, including the likely cost of capital from other sources, the likelihood and timing of securing such other capital, the price at which our shareholders might be willing to participate in the rights offering, historical and current trading prices of the common stock and the desire to provide an opportunity to our shareholders to participate in the rights offering, as well as the recommendations of []. In conjunction with its review of these factors, the Rights Offering Committee also reviewed a range of discounts to market value represented by the subscription prices in various prior rights offerings of other public companies.
The subscription price is not necessarily related to our book value, results of operations, cash flows, financial condition or the future market value of our common stock. The market price of our common stock may decline during or after the rights offering, and you may not be able to sell the underlying shares of our common stock purchased in the rights offering at a price equal to or greater than the subscription price. See “Risk Factors—Risks Related to the Rights Offering—The market price of our common stock may decline before or after the subscription rights expire.” We do not intend to change the subscription price in response to changes in the trading price of our common stock before the closing of the rights offering. You should obtain a current quote for our common stock before deciding whether to exercise your subscription rights and make your own assessment of our business and financial condition, our prospects for the future and the terms of the rights offering.
Am I required to exercise all of the subscription rights I receive in the rights offering?
No. You may exercise your subscription rights in full or in part, or you may choose not to exercise any subscription rights. If you do not exercise your basic subscription right in full, your
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percentage ownership interest in our outstanding common stock may be diluted, and you will not be entitled to participate in the over-subscription privilege.
Although your ownership interest could be diluted following the consummation of the rights offering, you can eliminate such dilution by fully exercising your basic subscription right.
What will happen if I choose not to exercise my subscription rights?
If you do not exercise any subscription rights, the number of shares of our common stock you own will not change. Although your ownership interest could be diluted following the consummation of the rights offering, you can eliminate such dilution by fully exercising your basic subscription right.
How soon must I act to exercise my subscription rights?
The subscription rights may be exercised at any time beginning on the date of this prospectus and before the expiration of the rights offering, which is [], 2013, at 5:00 p.m., New York City time. If you elect to exercise any prospectus supplementsubscription rights, the subscription agent must actually receive all required documents and payments from you (including over-subscription documentation and payment) before making an investment decision.
Businessthe expiration of the rights offering. The expiration of the rights offering may be extended by the Rights Offering Committee in its discretion.
 Our company,
When will I receive my subscription rights certificate?
Promptly after the date of this prospectus, a subscription rights certificate will be mailed to each registered holder of our common stock as of the close of business on the record date, based on our shareholder registry maintained at the transfer agent for our common stock. That rights certificate will include subscription detail and election information for both the basic subscription and the over-subscription privilege. If you hold your shares of common stock in “street name” through a nominee, you will not receive an actual subscription rights certificate. Instead, as described in this prospectus, you must instruct your nominee whether or not to exercise subscription rights on your behalf. If you wish to obtain a separate subscription rights certificate, you should promptly contact your nominee and request a separate subscription rights certificate. It is not necessary to have a physical subscription rights certificate to elect to exercise your subscription rights if your shares are held by a nominee.
May I transfer my subscription rights?
The subscription rights are not transferable.
Are we requiring a minimum subscription to complete the rights offering?
No.
Are there any conditions to completing the rights offering?
No.
Can the rights offering be extended, canceled or amended?
We may cancel or terminate the rights offering in the discretion of the Rights Offering Committee. In addition, the Rights Offering Committee in its subsidiaries,discretion may extend the period for exercising your subscription rights.
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How do I exercise my subscription rights? What forms and payment are required to purchase shares of common stock?
If you wish to participate in the rights offering, you must:
•  
deliver payment to the subscription agent using the methods outlined in this prospectus before 5:00 p.m., New York City time, on [], 2013; and
•  
deliver a properly completed rights certificate to the subscription agent before 5:00 p.m., New York City time, on [], 2013.
If you cannot deliver your rights certificate to the subscription agent before the expiration of the rights offering, you may instead follow the guaranteed delivery procedures described under “The Rights Offering—Guaranteed Delivery Procedures.”
If you send a payment that is primarily engagedinsufficient to purchase the number of shares you requested, or if the number of shares you requested is not specified in three business segments: real estate development, fulfillment servicesthe forms, the payment received will be applied to exercise your subscription rights to the full extent possible based on the amount of the payment received and newsstand distribution services. Throughyour relevant basic subscription right and over-subscription privilege, as described in this prospectus.
If I own of record less than five subscription rights, am I able to purchase common stock through the rights offering?
A subscription rights certificate entitles a holder to subscribe for our subsidiary AMREP Southwest Inc.,common stock at the rate of one share of common stock for every five rights evidenced by the subscription rights certificate.  No fractional shares will be issued. In the event that the number of subscription rights evidenced by a subscription rights certificate is not divisible by five, the number of shares of common stock issuable through that subscription right would be determined by dividing the number of subscription rights by five and by then rounding that number down to the nearest whole number.  As a result, holders of record of four or less shares of common stock would not be entitled to purchase one share of common stock through the rights offering, and we have no obligation to distribute to such holders a subscription rights certificate; provided, if any such holder of record owns shares of Common Stock in multiple accounts, such holder may contact the subscription agent for purposes of combining holdings to facilitate, upon appropriate proof of such ownership, an exercise of subscription rights for an additional share (or shares) of common stock that otherwise would have been rounded down to the lower whole number without such additional information.
When will I receive my new shares?
If you purchase shares of our common stock through the rights offering, you will receive your new shares as soon as practicable after the closing of the rights offering.
After I send in my payment and rights certificate, may I cancel my exercise of subscription rights?
No. All exercises of subscription rights are irrevocable, even if you later learn information that you consider to be unfavorable to the exercise of your subscription rights and even if the rights offering is extended. You should not exercise your subscription rights unless you are certain that you wish to purchase additional shares of our common stock at a subscription price of $[] per share.
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What should I do if I want to participate in the rights offering but my shares are held in the name of my broker, dealer, custodian bank or other nominee?
If you hold your shares of our common stock in the name of a nominee, then this nominee is the record holder of the shares you own. The record holder must exercise the subscription rights on your behalf for the shares of our common stock you wish to purchase.
If you wish to participate in the rights offering and purchase shares of our common stock, please promptly contact your nominee who is the record holder of your shares. We will ask your nominee to notify you of the rights offering. You should complete and return to your nominee that is the record holder of the shares you own the form entitled “Beneficial Owner Election.” You should receive this form from your nominee that is the record holder of the shares you own, with the other rights offering materials.
How many shares of our common stock will be outstanding after the rights offering?
As of the record date, we had 5,996,212 shares of our common stock issued and outstanding. If the rights offering is fully subscribed, we will issue 1,199,242 shares through the rights offering and we will have 7,195,454 shares outstanding.
How much money will the Company receive from the rights offering?
If the rights offering is fully subscribed, we will receive an aggregate of approximately $[] million in gross proceeds from the sale of shares. If the rights offering is not fully subscribed, we will receive gross proceeds equal to the sum of the basic subscription exercise proceeds plus the over-subscription proceeds, if any. In circumstances where the rights offering is not fully subscribed, we are a major landholder and a leading developernot able to estimate the amount of real estate in New Mexico and we aregross proceeds from the founder of Rio Rancho, which is the third largest city in New Mexico. Our current activities in Rio Rancho are focused primarily on the entitlement, development and sale of land for residential, commercial and industrial uses. Through our subsidiary, Kable Media Services, Inc. and its subsidiaries, we provide fulfillment and related services to publishers, including magazine subscription fulfillment services, lettershop and graphic arts services, customer telephone support and list services. We also provide product fulfillment services for publishers and others. Our newsstand distribution services business provides marketing services for publishers and distributes magazines to wholesalers, direct distributors and specialty retailers.rights offering.
 AMREP Corporation was organized
Are there risks in Oklahomaexercising my subscription rights?
Yes. The exercise of your subscription rights involves risks. Exercising your subscription rights involves the purchase of shares of our common stock and should be considered as carefully as you would consider any other equity investment. Among other things, you should carefully consider the risks described under the headings “Risk Factors” in 1961this prospectus and has been listed onin the New York Stock Exchange, symbol “AXR,documents incorporated by reference herein.
If full subscription requests are not honored or the rights offering is not completed, will my subscription payment be refunded to me?
Yes. The subscription agent will hold all funds it receives in a segregated bank account until completion of the rights offering. If there is any cutback in your subscription request (e.g., due to any computational or other error in a subscription request, due to any disqualification or due to any cutback of an over-subscription request associated with demand exceeding available shares) or if the rights offering is terminated or otherwise is not completed, such subscription over-payment received by the subscription agent for requests that are not honored will be returned, without interest, as soon as practicable. If you own shares in “street name,since 1972. Our principal executive office is located at 300 Alexander Park, Suite 204, Princeton, NJ 08540,it may take longer for you to receive payment because the subscription agent will return payments through the record holder of the shares.
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How do I exercise my subscription rights if I live outside the United States?
We will not mail this prospectus or the rights certificates to shareholders or other holders of subscription rights whose addresses are outside the United States. The subscription agent will hold the rights certificates for their account. To exercise subscription rights, our foreign shareholders must notify the subscription agent and our telephone number is (609) 716-8200. We maintain a website withtimely follow the addresswww.amrepcorp.com. procedures described in “The Rights Offering—Foreign Shareholders.”
What fees or charges apply if I purchase shares of common stock?
We are not includingcharging any fee or sales commission to issue subscription rights to you or to issue shares to you if you exercise your subscription rights. If you hold your shares through a nominee and exercise your subscription rights through the record holder of your shares, you are responsible for paying any fees your nominee record holder may charge you.
What are the U.S. federal income tax consequences of exercising subscription rights?
For U.S. federal income tax purposes, you generally should not recognize income or loss in connection with the receipt or exercise of subscription rights. You are urged to consult your own tax advisor as to your particular tax consequences resulting from the receipt and exercise of subscription rights and the receipt, ownership and disposition of our common stock. For further information, contained on our websiteplease see “Material U.S. Federal Income Tax Consequences.”
To whom should I send my forms and payment?
If your shares are held in the name of a nominee, then you should send your rights certificate, election form (including basic subscription request and over-subscription request, if available) and notice of guaranteed delivery (which we collectively refer to as “subscription documents”) and subscription payment to that nominee that is the record holder. If you are the record holder, then you should send your subscription documents and subscription payment (other than wire transfers) to:
By regular mail:
By registered, certified or express mail, by
overnight courier or by personal delivery:
Registrar and Transfer Company
Attn: Reorg/Exchange Dept
P.O. Box 645
Cranford, New Jersey 07016-0645
Registrar and Transfer Company
Attn: Reorg/Exchange Dept
10 Commerce Drive
Cranford, New Jersey 07016

You are solely responsible for completing delivery of your subscription documents and subscription payment to the subscription agent or, if you are not a partrecord holder, to your nominee. We urge you to allow sufficient time for delivery of your subscription materials to the subscription agent or incorporating it by reference into, this prospectus.your nominee.

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Whom should I contact if I have other questions?
If you have other questions or need assistance, please contact the subscription agent, Registrar and Transfer Company, at (800) 368-5948.

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PROSPECTUS SUMMARY
This summary highlights information contained in or incorporated by reference into this prospectus. This summary may not contain all of the information that you should consider before deciding whether to exercise your subscription rights. You should carefully read this prospectus, including the documents incorporated by reference, which are described under the heading “Incorporation by Reference” in this prospectus. In this prospectus, where we refer to the rights offering being fully subscribed, we assume that each holder of record of our common stock exercises its basic subscription right in full.
Our Business
AMREP Corporation, through its subsidiaries, is primarily engaged in four business segments: the subscription fulfillment services business operated by Palm Coast Data LLC and its subsidiaries (which we refer to collectively as “Palm Coast”), the newsstand distribution services business and the product services, specialty packaging services and staffing resources businesses operated by Kable Media Services, Inc. and its subsidiaries (which we refer to collectively as “Kable,” and we refer to the businesses being operated by Palm Coast and Kable collectively as “Media Services”) and the real estate business operated by AMREP Southwest Inc. and its subsidiaries (which we refer to collectively as “AMREP Southwest”).
Palm Coast performs subscription fulfillment and related services for publishers and other customers. The newsstand distribution services business of Kable distributes periodicals nationally and in Canada and, to a small degree, in other foreign countries. The product services, specialty packaging services and staffing resources businesses of Kable provide internet order processing and shipment for e-commerce retailers, packaging design, procurement and product fulfillment services and temporary staffing services.
AMREP Southwest currently owns approximately 17,350 acres in the City of Rio Rancho and certain adjoining areas of Sandoval County, New Mexico, of which approximately 4,415 acres are in several areas of contiguous properties which are being developed or are suitable for development, and approximately 2,000 acres are in areas with a high concentration of ownership, where AMREP Southwest owns more than 50% of the lots in the area. Activities conducted or arranged by AMREP Southwest to facilitate development include the obtaining of necessary governmental approvals (which we refer to as “entitlements”), installation of utilities and necessary storm drains, and building or improving of roads. At Rio Rancho, AMREP Southwest develops both residential lots and sites for commercial and industrial use as demand warrants, and also secures entitlements for large development tracts for sale to homebuilders. AMREP Southwest also owns two tracts of land in Colorado, consisting of one property of approximately 160 acres planned for approximately 400 homes that AMREP Southwest intends to offer for sale upon obtaining all necessary entitlements, and one property of approximately 10 acres zoned for commercial use.
AMREP Corporation was organized in Oklahoma in 1961 and has been listed on the New York Stock Exchange (under the symbol “AXR”) since 1972. Our principal executive offices are located at 300 Alexander Park, Suite 204, Princeton, New Jersey 08540, and our telephone number is (609) 716-8200. We maintain a website with the address www.amrepcorp.com. We are not including the information contained in our website as a part of, or incorporating it by reference into, this prospectus. All references in this prospectus to 2012 and 2011 mean the Company’s fiscal years ended April 30, 2012 and 2011, unless otherwise qualified.
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The Rights Offering
 The following summary describes the principal terms of the rights offering, but is not intended to be complete. See the information under the heading “The Rights Offering” in this prospectus for a more detailed description of the terms and conditions of the rights offering.
Securities Offered
We are distributing, at no charge, to holders of our common stock subscription rights to purchase up to 1,199,242 shares of our common stock. You will receive a fixed number of subscription rights for each share of common stock owned at 5:00 p.m., New York City time, as of the record date set forth below.
Basic Subscription Right
Each subscription right will entitle a holder to purchase 0.200 shares of our common stock at a subscription price of $[●] per share, provided that no fractional shares will be issued in the rights offering and exercises of rights will be rounded down; we refer to this as your “basic subscription right.” You must aggregate subscription rights in multiples of five subscription rights.
Over-Subscription Privilege
If a shareholder fully exercises all of his or her subscription rights and other holders of subscription rights do not fully exercise their subscription rights, such qualifying holder will be entitled to exercise an over-subscription privilege to purchase additional shares of common stock that remain unsubscribed as a result of any unexercised subscription rights, subject to the limitations described in this prospectus. However, we cannot assure you that we will be able to fill any over-subscriptions. If the overall maximum over-subscription share amount is not sufficient to satisfy all of the properly exercised over-subscription privilege requests, the available shares will be prorated among the qualifying holders based on the number of shares each qualifying holder owned on the record date divided by the number of shares owned by all qualifying holders on the record date. A nominee may exercise an over-subscription privilege on behalf of a beneficial owner provided such nominee confirms that such beneficial owner subscribed in full through the basic subscription.
Record Date
5:00 p.m., New York City time, on [●], 2013.
Expiration of the Rights Offering
5:00 p.m., New York City time, on [●], 2013, unless extended by the Rights Offering Committee in its discretion.
Subscription Price
$[●] per share, payable in cash. To be effective, any payment related to the exercise of a right must be received by the subscription agent before the expiration of the rights offering.
Use of Proceeds
We intend to use the net proceeds of this rights offering for general corporate and working capital purposes, which may include satisfaction of a portion (currently estimated to be $3 million) of our obligation to the Pension Benefit Guaranty Corporation (see “Risk Factors—Risks Relating to Our Business—Our defined benefit pension plan is currently substantially underfunded and will require additional cash contributions, some of which are likely to be accelerated”), debt repayment, future acquisitions, capital expenditures and additions to working capital. However, we cannot assure you that the capital raised through the rights offering will be sufficient for all of these purposes or that we will not need to raise additional capital in the future.
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Non-Transferability of Subscription Rights
The subscription rights are not transferable.
No Board Recommendation
We are making no recommendation regarding your exercise of the subscription rights. For an explanation of how the purchase price of the subscription rights was determined, please see “Questions and Answers Relating to the Rights Offering–How was the $ [●] per share subscription price determined?” You are urged to make your decision based on your own assessment of our business and the rights offering. Please see “Risk Factors” for a discussion of some of the risks involved in investing in our common stock.
Conditions
We are not requiring a minimum subscription to complete the rights offering.
No Revocation By Holder
All exercises of subscription rights are irrevocable, even if you later learn information that you consider to be unfavorable to the exercise of your subscription rights and even if the rights offering is extended. You should not exercise your subscription rights unless you are certain that you wish to purchase additional shares of our common stock at a subscription price of $[●] per share.
U.S. Federal Income Tax Considerations
For U.S. federal income tax purposes, you generally should not recognize income or loss in connection with the receipt or exercise of subscription rights. For further information, please see “Material U.S. Federal Income Tax Consequences.”
Extension and Termination Rights of Our Board
We may cancel or terminate the rights offering at any time in the discretion of the Rights Offering Committee. In addition, the period for exercising your subscription rights may be extended by the Rights Offering Committee in its discretion. We may extend the expiration date of the rights offering by giving oral or written notice to the subscription agent on or before the scheduled expiration date. If we elect to extend the expiration of the rights offering, we will issue a press release announcing such extension no later than 9:00 a.m., Eastern Time, on the next business day after the most recently announced expiration date.
Procedures for Exercising Subscription Rights
To exercise your subscription rights, you must complete the subscription documents and deliver them to the subscription agent, Registrar and Transfer Company, or, if you not a record holder, to your nominee, together with full payment for all the subscription rights you elect to exercise under the basic subscription right and over-subscription privilege, if available. If regular mail is used to deliver the subscription documents and payments, we recommend using registered mail, properly insured, with return receipt requested.
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If you cannot deliver your rights certificate to the subscription agent before the expiration of the rights offering, you may instead follow the guaranteed delivery procedures described under “The Rights Offering—Guaranteed Delivery Procedures.” In certain cases, a qualified designee of a record holder of subscription rights may exercise subscription rights. See “The Rights Offering – Method of Exercising Subscription Rights; Subscription by Registered Shareholders.”
Subscription Agent
Registrar and Transfer Company
Shares Outstanding as of the Record Date
5,996,212 shares of our common stock are issued and outstanding as of the record date.
Shares Outstanding After Completion of the Rights Offering
If the rights offering is fully subscribed, we will have 7,195,454 shares outstanding after the rights offering. If the rights offering is not fully subscribed, our outstanding shares will equal the sum of shares outstanding on the record date plus shares subscribed for in the basic subscription plus over-subscription (if any).
Risk Factors
Investors considering making an investment by exercising subscription rights in the rights offering should carefully read and consider the information set forth in “Risk Factors” beginning on page 5 of this prospectus, the documents incorporated by reference herein and the risks that we have highlighted in other sections of this prospectus.
Fees and Expenses
We will pay the fees and expenses related to the rights offering from the proceeds of the rights offering.
NYSE Trading Symbol
Our common stock trades on the New York Stock Exchange under the trading symbol “AXR,” and we have applied to list the shares to be issued in connection with the exercise of subscription rights through the rights offering on the New York Stock Exchange under the same symbol.
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RISK FACTORS
 Investing
An investment in our securities involves risks.risk. Before making an investment decision, you should carefully consider the risks described below and all other information in this prospectus, including the financial statements and other documents summarized in or incorporated by reference into this prospectus. The risks and uncertainties described below are not the only risks we face. If any of the following risks, or other risks and uncertainties that we have not yet identified, occur,occurs, our business, prospects, financial condition, results of operations or cash flows could be materially and adversely affected. In that event, the trading price of our securitiescommon stock could decline, and you could lose part or all of your investment.
Risks Related to the Rights Offering

The market price of our common stock may decline before or after the subscription rights expire.

The market price of our common stock could be subject to wide fluctuations in response to numerous factors, many of which are beyond our control. We cannot assure you that the market price of our common stock will not decline after you elect to exercise your subscription rights. If that occurs, you may have irrevocably committed to buy shares of our common stock in the rights offering at a price greater than the prevailing market price, and could have an immediate unrealized loss. Moreover, we cannot assure you that following the exercise of your subscription rights you will be able to sell your common stock at a price equal to or greater than the subscription price. Until shares are delivered upon expiration of the rights offering, you will not be able to sell the shares of our common stock that you purchase in the rights offering. Certificates representing shares of our common stock purchased will be delivered as soon as practicable after expiration of the rights offering. We will not pay you interest on funds delivered to the subscription agent pursuant to the exercise of subscription rights.
Your ownership interest may be diluted because of the rights offering.

If the rights offering is fully subscribed, we will issue 1,199,242 shares of our common stock. If you do not exercise your basic subscription right in full, your percentage ownership interest in our outstanding common stock will be diluted, and you will not be entitled to participate in the over-subscription privilege. Although your ownership interest could be diluted because of the consummation of the rights offering, you can eliminate such dilution by fully exercising your basic subscription right. If certain shareholders do not exercise (or do not fully exercise) their basic subscription rights and other shareholders exercise their basic subscription rights in full, the ownership percentage of such fully-subscribing shareholders would increase after giving effect to the rights offering; in this circumstance, a fully subscribing shareholder who also exercised an over-subscription privilege would experience an even greater percentage increase in beneficial ownership, relative to those who exercise the basic subscription right in full but who do not exercise an over-subscription privilege.
The subscription price determined for this offering is not necessarily an indication of the value of our common stock.

The subscription price is not necessarily related to our book value, net worth or any other established criteria of value and may or may not be considered the fair value of our common stock to be offered in the rights offering. We cannot give any assurance that our common stock will trade at or above the subscription price in any given time period.
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Because our management will have broad discretion over the use of the proceeds from the rights offering, you may not agree with how we use the proceeds, and we may not invest the proceeds successfully.

The proceeds from the rights offering will vary depending upon the level of participation in the rights offering by holders of subscription rights. We intend to use the net proceeds of this rights offering for general corporate and working capital purposes, which may include satisfaction of a portion (currently estimated to be $3 million) of our obligation to the Pension Benefit Guaranty Corporation, debt repayment, future acquisitions, capital expenditures and additions to working capital. However, we cannot assure you that the capital raised through the rights offering will be sufficient for all of these purposes or that we will not need to raise additional capital in the future. We have complete discretion over the use of the proceeds from the rights offering. In addition, market or other factors may require us to allocate portions of the proceeds for other purposes. Accordingly, you will be relying on our management with regard to the use of the proceeds from the rights offering and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. It is possible that the proceeds will be used in a way that does not yield a favorable, or any, return for the Company.
If we cancel this offering, neither we nor the subscription agent will have any obligation to you except to return your subscription payments.

If we withdraw or terminate this offering, neither we nor the subscription agent will have any obligation with respect to subscription rights that have been exercised except to return, without interest or deduction, any subscription payments the subscription agent received from you.
You may not revoke your exercise of any subscription rights, even if the rights offering is extended, and you could be committed to buying shares of our common stock above the prevailing market price.

Once you exercise your subscription rights, you may not revoke the exercise of such subscription rights. If the Rights Offering Committee decides to extend the rights offering, you still may not revoke the exercise of your subscription rights. The public trading market price of our common stock may decline before the subscription rights expire. If you exercise your subscription rights and, afterwards, the public trading market price of our common stock decreases below the subscription price, you will have committed to buying shares of our common stock at a price above the prevailing market price. Our common stock is traded on the New York Stock Exchange under the symbol “AXR,” and the last reported sale price of our common stock on the New York Stock Exchange on April 9, 2013 was $11.31 per share. Following the exercise of your subscription rights, you may be unable to sell your shares of our common stock at a price equal to or greater than the subscription price you paid for such shares, and you may lose all or part of your investment in our common stock.
If you do not act promptly and follow the subscription instructions, your exercise of subscription rights will be rejected.

Holders of subscription rights that desire to purchase shares of our common stock in the rights offering must act promptly to ensure that all required forms and payments are actually received by the subscription agent before the expiration of the rights offering. If you are a beneficial owner of shares of our common stock, you must act promptly to ensure that your nominee acts for you and that all required forms and payments are actually received by the subscription agent before the expiration of the rights offering. We are not responsible if your nominee fails to ensure that all required forms and payments are actually received by the subscription agent before the expiration of the rights offering. If you fail to complete and sign the required subscription forms, send an incorrect payment amount or otherwise fail to follow the subscription procedures that apply to your exercise in the rights offering before the expiration
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of the rights offering, the subscription agent will reject your subscription or accept it only to the extent of the payment and documentation received. Neither we nor our subscription agent undertakes to contact you concerning an incomplete or incorrect subscription form or payment, nor are we under any obligation to correct such forms or payment. We have the sole discretion to determine whether a subscription exercise properly complies with the subscription procedures.
If you make payment of the subscription price by uncertified check, your check may not clear in sufficient time to enable you to purchase shares of our common stock in this rights offering.

Any uncertified check used to pay for shares of our common stock to be issued in this rights offering must clear before the expiration date of this rights offering, and the clearing process may require five or more business days. If you choose to exercise your subscription rights, in whole or in part, and to pay for shares of our common stock by uncertified check and your check has not cleared before the expiration date of this rights offering, you will not have satisfied the conditions to exercise your subscription rights and will not receive the shares of our common stock you wish to purchase.
The subscription rights are not transferable.

The subscription rights granted to you are not transferable and, therefore, you may not sell, transfer or assign your subscription rights to anyone. Because the subscription rights are not transferable, there is no way for you to directly realize any value associated with any attempted or purported transfer of the subscription rights.
You may not be able to immediately resell any shares of our common stock that you purchase pursuant to the exercise of subscription rights upon expiration of the rights offering.

If you exercise subscription rights, you may not be able to resell the common stock purchased by exercising your subscription rights until you, or your nominee, if applicable, have received those shares. Moreover, you will have no rights as a shareholder in the shares of our common stock you purchased in the rights offering until we issue the share certificates to you. Although we will endeavor to issue the shares of our common stock as soon as practicable after completion of the rights offering and after all necessary calculations have been completed, there may be a delay between the expiration date of the rights offering and the time that the shares of our common stock are issued.
The rights offering may cause the price of our common stock to decrease.

The subscription price of $[] per share is lower than the average of the closing sale prices of our common stock over the [] trading day period ended [], 2013. The announcement of the rights offering, the subscription price and the number of shares of our common stock we could issue if the rights offering is completed could result in an immediate change in the trading price of our common stock. This change may continue after the completion of these transactions. If that occurs, your purchase of shares of our common stock in the rights offering may be at a price greater than the prevailing trading price. Further, if a substantial number of subscription rights are exercised and the holders of the shares of our common stock received upon exercise of those subscription rights choose to sell some or all of those shares, the resulting sales could depress the market price of our common stock.
Risks Relating to Our Business

Our subsidiaries have substantial indebtedness and other financial obligations which could adversely affect our business, financial condition or results of operations.

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Our primary sources of funding for working capital requirements are cash flow from operations, our Media Services banking facility and working capital made available to us by customers. Our liquidity is affected by many factors, including some that are based on normal operations and some that are related to the industries in which we operate and the economy generally. Our Media Services businesses finance operations in part through a revolving credit facility that matures May 12, 2015, which we refer to as the “Media Services Credit Facility.” Our Media Services businesses also rely on cash flow from operations, and they are able to operate with negative working capital ($18.5 million at January 31, 2013) primarily through liquidity provided by one material customer contract that expires in June 2014. AMREP Southwest finances its business from cash flow from operations, which has been minimal in recent years due to the poor conditions in its real estate markets, and from advances made to it by its parent. AMREP Southwest also has a loan agreement that matures December 1, 2017, which does not allow for additional borrowings. If we are unable to extend or renew on similar terms the Media Services Credit Facility that expires in May 2015, the customer contract (and the associated customer working capital funding arrangement) that expires in June 2014 or the AMREP Southwest loan that is due in December 2017, we would be obligated to repay significant borrowings and/or working capital advances. If this occurs, we may not be able to fund in full or refinance these obligations at such time absent additional debt or equity funding. Such additional funding may not be available on acceptable terms (or at all) at such time. Any failure in this regard could have a material adverse effect on our business, financial condition and results of operations.

Due to our holding company structure, we are dependent on our subsidiaries to distribute funds upstream to our parent company.

AMREP Corporation is a holding company that conducts substantially all of its operations through subsidiaries. As a holding company, AMREP Corporation is dependent on distributions of funds from subsidiaries to pay expenses and fund operations. Because of the adverse conditions currently affecting AMREP Southwest, Media Services is presently the sole source of funding for the parent company’s operations, and the parent company in turn is supplying a substantial portion of the funding needed by AMREP Southwest. The continued availability of this funding is dependent upon the results of operations of Media Services and its continued compliance with the covenants in its revolving credit facility. Our overall results of operations, future growth or both would be adversely affected if for any reason Media Services were unable to distribute sufficient funds to support the operations of our parent company and AMREP Southwest. If the cash available for distribution by Media Services were insufficient to fund our consolidated operations and we were not able to provide the funding needed by AMREP Southwest, we would be forced to seek either replacement financing or other sources of capital, such as by selling assets or issuing equity, which replacement financing or other sources of capital might not be available on acceptable terms (or at all).

The Media Services Credit Facility requires the borrowers to meet certain covenants, including maintaining a minimum fixed charge coverage ratio, as defined. However, neither meeting a covenant’s requirement in the future nor obtaining relief from the lender if it is not met can be assured. At January 31, 2013, the borrowers were in compliance with the covenants of the Media Services Credit Facility. At January 31, 2013, the borrowing availability under the Media Services Credit Facility was $11.4 million, and there was $6.0 million outstanding against this availability. The highest amount borrowed during the quarter and nine months ended January 31, 2013 was $6.8 million. Under the terms of the Media Services Credit Facility, in the event of any future non-compliance, our Media Services business would be barred from repaying indebtedness to or otherwise distributing funds to the parent company and the lender would be entitled to terminate the Media Services Credit Facility and seek immediate payment of any outstanding borrowing.

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Our defined benefit pension plan is currently substantially underfunded and will require additional cash contributions, some of which are likely to be accelerated.

Under generally accepted accounting principles, our defined benefit pension plan was underfunded at April 30, 2012 by approximately $17.7 million. Although we froze the pension plan effective March 1, 2004, so that from that date there would be no new participants in the plan and the existing participants’ future compensation would not affect their pension benefits, the plan remains underfunded. A key assumption underlying the actuarial calculations for the pension plan is an assumed annual investment rate of return of 8.0%. If the pension plan assets do not realize this expected rate of return, or if any other assumptions underlying the actuarial calculations are incorrect or are modified, we may be required to make contributions to the pension plan beyond current requirements, which could negatively impact our limited financial resources.

In addition, due to the closing of certain facilities in connection with the consolidation of the Company’s Subscription Fulfillment Services business and the associated work force reduction, the Employee Retirement Income Security Act of 1974, as amended (which we refer to as “ERISA”), and the regulations thereunder have given the Pension Benefit Guaranty Corporation (which we refer to as the “PBGC”) the right to require us to accelerate the funding of approximately $11.7 million of accrued pension-related obligations to the pension plan. In August 2012, we and the PBGC reached an agreement with respect to this funding obligation, and as a result, we made a $3.0 million cash contribution to the Plan on August 16, 2012. The agreement also provided that if, before August 15, 2013, we are unable to pay the remaining $8.7 million liability or adequately secure it with collateral acceptable to the PBGC, we would be required to either (i) provide a letter of credit equal to 110% of the remaining liability or establish a cash escrow for 100% of the remaining liability, to be maintained for five years or until the remaining liability is discharged, if sooner or (ii) discharge the remaining liability in quarterly installments over a five year period and secure it with collateral acceptable to the PBGC. In the event we fail to meet the terms of the agreement, the PBGC could seek immediate payment of the amount due or attempt to force a termination of the Plan. While we anticipate using some of the proceeds of this offering for this purpose, we are unable to offer any assurance that we will be able to discharge the Plan funding obligation by August 15, 2013 or otherwise meet the PBGC’s requirements for securing or paying the undischarged amount, and we cannot offer any assurance that upon such inability we will be able to negotiate with the PBGC to obtain further relief.

We have incurred significant historical losses and cannot assure you that we will be profitable in the near term or at all.

We have incurred significant historical losses, including net losses of $1.1 million, $7.6 million and $9.5 million for the fiscal years ended April 30, 2012, 2011, and 2010, primarily due to highly competitive conditions in the Media Services businesses and the absence of meaningful real estate development and building activity after 2008 in the markets where AMREP Southwest owns real estate. For the nine months ended January 31, 2013, we recorded a net loss of $0.3 million. We cannot assure you that economic or operating conditions affecting either of our principal businesses will improve or that we will return to profitability in the near term or at all.

Risks Related to Our Media Services Operations

The introduction and increased popularity of alternative technologies for the distribution of news, entertainment and other information and the resulting shift in consumer habits and advertising expenditures from print to other media has adversely affected our Media Services operations.

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Revenues in our Media Services operations are principally derived from services we perform for traditional publishers. Historically, a reduction in the demand for our newsstand distribution services due to lower sales of magazines at newsstands has often been at least partially offset by an increase in demand for our subscription fulfillment services as consumers affected by the reduction in newsstand distribution instead sought publications through subscription. However, technology changes, particularly digital technology used in the entertainment and media industries, continue to evolve rapidly, and advances in that technology have led to alternative methods for the distribution, storage and consumption of content such as that contained in the products distributed by our Media Services operations. These technological changes have driven and reinforced changes in consumer behavior as consumers increasingly seek control over when, where and how they consume content. For example, the distribution of news, entertainment and other information via the internet has become very popular, and consumers increasingly rely on electronic tablets and readers, personal computers, cellular phones and other electronic devices for such information. The resulting reduction in demand for traditional print media and the shift of advertising dollars from traditional print media to online media has adversely affected the publishing industry in general and has had a negative impact on both our Subscription Fulfillment Services and Newsstand Distribution Services business segments. Our failure or inability to adapt to emerging technologies and changes in consumer behavior could have a significant adverse effect on our competitive position and our businesses and results of operations.

Our operating results depend in part on successful research, development and marketing of new or improved services and data processing capabilities and could suffer if we are not able to continue to successfully implement new technologies.

Our Media Services businesses operate in highly competitive markets that are subject to rapid change, and must therefore continue to invest in developing technologies and improving various existing systems in order to remain competitive. There are substantial uncertainties associated with our efforts to develop new technologies and services for the subscription fulfillment and newsstand distribution markets we serve, including our lack of financial resources. Particularly in the Subscription Fulfillment Services business, we would need to make substantial capital investments in order to convert our business to newer digital and internet-based technologies. Some of our competitors have already adjusted their businesses for the growing digital market and any improvements we make may not be developed until it is too late to compete effectively. Additionally, the cost and expertise needed to develop these new digital and internet-based technologies may be prohibitive for us, and even if we make significant investments in new information processing technologies and services in these or other areas, they may not prove to be profitable. The failure or inability to successfully develop or employ new technologies and services could have a material adverse effect on our competitive position and our businesses and results of operations. Even if these developments are profitable, the operating margins resulting from their application would not necessarily equal, or result in an improvement over, our historical margins.

Our Media Services operations could face increased costs and business disruption from instability in the newsstand distribution channel.

Our Newsstand Distribution Services business operates a national distribution business that relies on wholesalers to distribute magazines to newsstands and other retail outlets. A small number of wholesalers are responsible for a substantial percentage of the wholesale magazine distribution business in the United States, and we extend credit to such wholesalers, whose credit worthiness and financial position may be affected by changes in economic or other external conditions. In recent years there has been instability in the wholesaler channel that has led to one major wholesaler abandoning the business and to certain disruptions to magazine distribution. There is the possibility of further consolidation among these major wholesalers, and the insolvency or non-payment of its obligations by one or more of these wholesalers would have a material adverse impact on our results of operations and financial condition. In addition, due to the significant concentration in the industry, should there be a disruption in the wholesale channel, it could impede our ability to distribute magazines to the retail marketplace.

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Our publisher customers face business pressures from reduced advertising revenues and increased costs for paper, printing and postal rates. These factors could have a negative effect on their operating income, and this in turn could negatively affect our Media Services operations.
An important source of revenue for the magazine publishing industry, the principal industry we serve, is advertising. As a result of the recent economic slowdown, there was a well-publicized reduction in advertising at all levels which caused a higher attrition rate of magazine titles than had been previously experienced. In addition, our publisher customers’ principal raw material is paper. Paper and printing prices have fluctuated over the past several years, and significant increases in paper prices could adversely affect a publisher customer’s operating income. Postage for magazine distribution and direct solicitation is another significant operating expense of our publisher customers, which primarily use the U.S. Postal Service to distribute their products. Any softness in advertising revenues or significant increases in paper costs, printing costs or postal rates that publishers are not able to offset could have a negative effect on their operating income and number of titles published, and this in turn could negatively affect our Media Services operations.

Almost all of the revenues of our Newsstand Distribution Services business are derived from sales made on a fully returnable basis, and an error in estimating expected returns could cause a misstatement of revenues for the period affected.

As is customary in the magazine distribution industry, almost all of the commission revenues of our Newsstand Distribution Services business segment are derived from sales made on a fully returnable basis, meaning that customers may return unsold copies of magazines for credit. From May 1, 2010 through January 31, 2013, customers ultimately returned for credit approximately 65% of the magazines we initially distributed. We recognize commission revenues from the distribution of magazines at the time of delivery to the wholesalers, less a reserve for estimated returns that is based on historical experience and recent sales data on an issue-by-issue basis. Although we have the contractual right to return these magazines for offsetting credits from the publishers from whom the magazines are purchased, an error in estimating the percentage of returns at the end of an accounting period could have the effect of understating or overstating revenues in the period affected, which misstatement would have to be adjusted in a subsequent period when the actual return information becomes known.

Competitive pressures may result in a decrease in Media Services revenues and profitability.

The subscription fulfillment and newsstand distribution services businesses are highly competitive, and some of our competitors have financial resources that are substantially greater than ours. We experience significant price competition in the markets in which we compete. Competition in our Media Services businesses may come not only from other service providers, but also from our customers, who may choose to develop their own internal subscription fulfillment or newsstand distribution operations, thereby reducing demand for our services. Competitive pressures could cause our Media Services businesses to lose market share or result in significant price erosion that could have an adverse effect on our results of operations.

We may not be able to successfully introduce new services and data processing capabilities on a timely and cost-effective basis.

The success of new and improved services depends on their initial and continued acceptance by the publishers and other customers with whom we conduct business. Our Media Services businesses are
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affected, to varying degrees, by technological changes and shifts in customer demand. These changes result in the transition of services provided and increase the importance of being “first to market” with new services and information processing innovations. We may not have the financial and other resources necessary to successfully and timely develop such services or innovations. Difficulties or delays in the development, production or marketing of new services and information processing capabilities may be experienced, and may adversely affect our results of operations. These difficulties and delays could also prevent us from realizing a reasonable return on the investment required to bring new services and information processing capabilities to market on a timely and cost-effective basis.

Our operations could be disrupted if our information systems fail, causing increased expenses and loss of sales.

Our business depends on the efficient and uninterrupted operation of our systems and communications capabilities, including the maintenance of customer databases for billing and label processing, and our magazine distribution order regulation system. If a key system was to fail or experience unscheduled downtime for any reason, even if only for a short period, our operations and financial results could be adversely affected. Our systems could be damaged or interrupted by a security breach, fire, flood, power loss, telecommunications failure or similar event. We have a disaster recovery plan in place, but this plan may not prevent delays or other complications that could arise from an information systems failure. Our business interruption insurance may not adequately compensate us for losses that may occur.

We depend on the internet to deliver some services, which may expose us to various risks.

Many of our operations and services, including order taking on behalf of customers and communications with customers and suppliers, involve the use of the internet. We are therefore subject to factors that adversely affect internet usage, including the reliability of internet service providers that from time to time may have operational problems and experience service outages or concentrated attacks from third parties seeking to disrupt commerce. Additionally, as we continue to increase the services we provide using the internet, we are increasingly subject to risks related to the secure transmission of confidential information over public networks. Failure to prevent security breaches of our networks or those of our customers, or a security breach affecting the internet in general, could adversely affect our results of operations.

We are subject to extensive rules and regulations of credit card associations.

We process a large number of credit card transactions on behalf of our Subscription Fulfillment Services customers and are thus subject to the extensive rules and regulations of the leading credit card associations. The card associations modify their rules and regulations from time to time, and our inability to anticipate changes in such rules and regulations or in the interpretation or application thereof may result in substantial disruption to our business. In the event that the card associations or the sponsoring banks determine that the manner in which we process certain credit card transactions is not in compliance with existing rules and regulations, or if the card associations adopt new rules or regulations that prohibit or restrict the manner in which we process credit card transactions, we may be subject to substantial penalties and fines and be forced to modify the manner in which we operate, which may increase costs, or to cease processing certain types of transactions altogether, any of which could have a negative impact on our business.

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Changes relating to consumer information collection and use could adversely affect our ability to collect and use data, which could harm our business.

Public concern over methods of information gathering has led to the enactment of legislation in most jurisdictions that restricts the collection and use of consumer information. We engage in the collection and use of consumer information in connection with our clients’ businesses and our growing digital efforts. Further legislation, government regulations, industry regulations, the issuance of judicial interpretations or a change in customs relating to the collection, management, aggregation and use of consumer information could materially increase the cost of collecting that data, or limit our ability to provide information to our customers or otherwise utilize telemarketing or e-mail marketing or distribute our digital products across multiple platforms, and could adversely affect our results of operations.

We face government regulation and legal uncertainties related to internet communications, commerce and privacy regulation.

The growth and development of the market for internet commerce and communications has prompted both federal and state laws and regulations concerning the collection and use of personally identifiable information (including consumer credit and financial information), consumer protection, the content of online publications, the taxation of online transactions and the transmission of unsolicited commercial email, popularly known as “spam.” More laws and regulations are under consideration by various governments, agencies and industry self-regulatory groups. Although our compliance with applicable federal and state laws, regulations and industry guidelines has not to date had a material adverse effect on us, new laws and regulations may be introduced and modifications to existing laws may be enacted that require us to make changes to our business practices. Although we believe that our practices are in compliance with applicable laws, regulations and policies, if we were required to defend our practices against investigations of state or federal agencies or if our practices were deemed to violate applicable laws, regulations or policies, we could be penalized and some of our activities could be enjoined. Any of the foregoing could impact our ability to provide services, increase the cost of conducting online activities, decrease the demand for our services or lessen our ability to effectively market our services, or otherwise materially adversely affect our business, financial condition and results of operations.

Our intangible assets, including customer contracts and relationships, are periodically subject to asset impairment tests for accounting purposes, which may result in the incurrence of non-cash impairment charges.

We periodically evaluate and review our intangible assets, including customer contracts and relationships, for impairment when events or changes in circumstances indicate the carrying value of the asset may not be recoverable. Any such impairment charge would be included in our results of operations. The uncertainty of revenue trends in the media services industry, any decline in our estimate of revenues recoverable from our customer contracts and relationships, the general decline in the magazine publishing industry, which represents the Media Services segment’s primary customer base, the recent recession that impacted the U.S. economy and consumers and the uncertainty about the economy’s future may adversely impact the recoverability of our intangible assets, including customer contracts and relationships, which may result in non-cash impairment charges that could adversely affect our results of operations.

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Risks Related to Our Real Estate Operations

Our real estate assets are concentrated in one market, Rio Rancho, New Mexico, meaningso that our results of operations and future growth may be limited or affected by economic changes in that market.market.

Substantially all of our real estate assets are located in Rio Rancho, New Mexico, which is adjacent to Albuquerque, New Mexico. As a result of this geographic concentration, we couldhave been and will be affected by changes in economic conditions that occur in this region from time to time, including regional economic contraction due to, among other things, the failure or downturn of key industries and employers. Our results of operations, our future growth or both may be further adversely affected if the regional demand for residential orand commercial real estate declinesremains at the current historically low levels due to the prolonged severe decline in the real estate market in the greater Albuquerque-metro and Rio Rancho areaareas. Land sales have declined from 1,051 acres sold by us in fiscal 2007 to 104 acres sold in fiscal 2012, with a low of 22 acres in fiscal 2011, as a resultbuilders have slowed the pace of changesbuilding on developed lots previously purchased from us in economic conditions.Rio Rancho and delayed or cancelled the purchase of additional developed lots. The decline in land sales has continued during fiscal 2013 with only three acres sold during the nine months ended January 31, 2013.

A downturn in the business of Rio Rancho’s largest employer couldmay adversely affect our real estate development business there.

Intel Corporation, which we refer to as “Intel,” is the largest employer in Rio Rancho with approximately 5,600 full-time employees at January 31, 2007,and operates a large semiconductor manufacturing facility there and isthere. Although Intel has made substantial investments in the processRio Rancho plant in recent years, the number of significantly expanding this facility.employees and on-site contractors at the plant fluctuates with the demand for the products produced at the plant. If Intel Corporation’sIntel’s presence in Rio Rancho were to diminish for any reason, such as in response to a downturn in its semiconductor manufacturing business or as a result of the relocation of its operations conducted there to another location, the Rio Rancho real estate market and consequently our land development business located there couldwould likely be adversely affected.

As Rio RanchoRancho’s population continues to grow, our land development activities in that market may be subject to greater limitations than they have been historically.

When we acquired our core real estate inventory in Rio Rancho New Mexico over 40nearly 50 years ago, the area was not developed and had a lowsmall population. As of JanuaryDecember 31, 2007,2012, Rio Rancho was the third largest city in New Mexico and hadwith a population of approximately 74,000.93,000. As Rio RanchoRancho’s population continues to grow, we may be unable to engage in development activities comparable to those we have engaged in historically. Local community or political groups may oppose our development plans or require modification of those plans, which could cause delays or increase the cost of our development projects. In addition, zoning density limitations, “slow growth” provisions or other land use regulations implemented by state, city or local governments could further restrict our development activities or those of our homebuilder customers, or could adversely affect financial returns from a given project, which could adversely affect our results of operations.
Our real estate assets are diminishing over time, meaning long-term growth in the real estate business will require the acquisition of additional real estate assets, possibly by expanding into new markets.
     Substantially allMuch of our real estate revenues are derived from sales of our core inventory in Rio Rancho, New Mexico. This property was acquired more than 40 years ago, and each time we develop and sell real estate to customers in Rio Rancho, our real estate assets diminish. As of January 31, 2007, we owned approximately 17,700 acres in Rio Rancho out of an original purchase of approximately 91,000 acres. The continuity and future growth of our real estate business will require that we acquire new properties in or near Rio Rancho or expand to other markets to provide sufficient assets to maintain our current level of operations and revenue. While we hold two properties in Colorado, we have not for many years made any significant attempt to identify a development opportunity similar to the one we have undertaken in Rio Rancho, and there can be no assurance that we will be able to identify such an opportunity in another market. If we do not acquire new real estate assets, our real estate holdings will continue to diminish, which will adversely affect our ability to continue our real estate operations at their current level.

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Our remaining Rio Rancho real estate is not all in contiguous blocks,properties, which may adversely affect our ability to sell lots at levels comparable with the recent past.levels we experienced prior to the 2008 sales downturn.

Of the 17,700approximately 17,350 acres in Rio Rancho that we owned at January 31, 2007,2013, approximately 4,7004,415 acres were in several areas of contiguous blocksproperties that are being developed or are suitable for development, and approximately 2,000 acres were in areas with a
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high concentration of ownership, where we own more than 50% of the lots in the area, suitable for special assessment districts or city redevelopment areas that may allow for future development under the auspices of local government. The balance is in scattered lots, where we own less than 50% of the lots in the area, thatwhich may require the purchase of a sufficient number of adjoining lots to create tracts suitable for development or that we may attempt to selloffer for sale individually or in small groups. As our land sales continue and the amountnumber of our contiguous and highly concentrated lots diminishes, our ability to continue to be in a position to sell lots and generate land sale revenues at thesatisfactory levels of the recent past may be adversely affected, which would have an adverse effect on our results of operations.
We may
Our real estate assets are diminishing over time, meaning long-term growth in our real estate business will require the acquisition of additional real estate assets, possibly by expanding into new markets.

Substantially all of our real estate revenues are derived from sales of our core inventory in Rio Rancho. This property was acquired nearly 50 years ago, and each time we develop and sell real estate to customers in Rio Rancho, our real estate assets diminish. As of January 31, 2013, we owned approximately 17,350 acres in Rio Rancho out of an original purchase of approximately 91,000 acres. The continuity and future growth of our real estate business, if we pursue such growth, will require that we acquire new properties in or near Rio Rancho or expand to other markets to provide sufficient assets to support a meaningful real estate development business. While we hold two properties in Colorado, we have not be able to acquire properties or develop them successfully.
     If we are ablefor many years made any significant attempt to identify a development opportunity similar to the one we have undertaken in Rio Rancho and have no current plans to do so. If we do not acquire new real estate assets, our real estate holdings will continue to diminish, which will adversely affect our ability to continue our real estate operations.

We may not be able to acquire properties or develop them successfully.

If we elect to pursue and are able to identify real estate development opportunities outside of Rio Rancho, the success of our real estate segment will still depend in large part upon our ability to acquire additional properties on satisfactory terms and to develop them successfully. If we are unable to do so, our results of operations could be adversely affected.

The acquisition, ownership and development of real estate is subject to many risks that may adversely affect our results of operations, including the risks that:
we may not be able to acquire a desired property because of competition from other real estate investors with greater capital than we have;
we may not be able to obtain financing on acceptable terms, or at all;
an adverse change in market conditions during the interval between acquisition and sale of a property may result in a lower than originally anticipated profit;
we may underestimate the cost of development required to bring an acquired property up to standards established for the market position intended for that property;
acquired properties may be located in new markets where we may face risks associated with a lack of market knowledge or understanding of the local economy, lack of business relationships in the area and unfamiliarity with local governmental and permitting procedures; and
we may be unable to quickly and efficiently integrate new acquisitions, particularly acquisitions of portfolios of properties, into our existing operations, and this could have an adverse effect on our results of operations.

we may not be able to acquire a desired property because of competition from other real estate developers or investors who may have greater capital or better access to cash than we have;

we may not be able to obtain or renew financing on acceptable terms, or at all;

an adverse change in market conditions during the interval between acquisition and sale of a property may result in a lower than originally anticipated profit;

we may underestimate the cost of development required to bring an acquired property up to standards established for the market position intended for that property;

acquired properties may be located in new markets where we may face risks associated with a lack of market knowledge or understanding of the local economy, a lack of business relationships in the area or unfamiliarity with local governmental and permitting procedures; and

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we may be unable to quickly and efficiently integrate new acquisitions, particularly acquisitions of portfolios of properties, into our existing operations.

Our real estate development activities have been primarily limited to a single market, and we may face substantially more experienced competition in acquiring and developing real estate in new markets.markets.

Since our real estate acquisition and development activities have been primarily limited to the Rio Rancho market, we do not have extensive experience in acquiring real estate in other markets or engaging in development activities in multiple markets simultaneously. Should we seek to acquire additional real estate in new markets, competition from other potential purchasers of real estate could adversely affect our operations. Many of these entities may have substantially greater experience than we dohave in identifying, acquiring and developing real estate opportunities in other markets and in managing real estate developments in multiple markets. TheThese entities may also have greater financial resources than we dohave and may be able to pay more than we can or accept more risk than we are willing to accept to acquire real estate. These entities also may be less sensitive to risks with respect to the costs or the geographic concentration of their investments. This competition therefore may prevent us from acquiring the real estate assets we seek, or increase the cost of properties that we do acquire. Competition may also reduce the number of suitable investment opportunities available to us or may increase the bargaining power of property owners seeking to sell.

We will likely compete for real estate investment opportunities with, among others, insurance companies, pension and investment funds, partnerships, real estate orand housing developers, investment companies, real estate investment trusts (REITs), and owner/occupants.

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Properties that we acquire may have defects that are unknown to us.us.

Although we generallywould expect to perform due diligence on prospective properties before they are acquired, and on a periodic basis after acquisition, any of the properties we may acquire may have characteristics or deficiencies unknown to us that could adversely affect the property’s value or revenue potential.potential or, in the case of environmental or other factors, impose liability on us, which could be significant.

We are subject to substantial legal, regulatory and other requirements regarding the development of land andthat require government approvals, thatwhich may be delayed or denied, and thus we may encounter difficulties in obtaining entitlements on a timely basis, which could limit our ability to sell land at levels comparable with the recent past.land.

There are many legal, regulatory and other requirements regarding the development of land, thatwhich may delay the start of planned development activities, increase our expenses or limit our customers’ development activities. Development activities performed in connection with real estate sales include obtaining necessary governmental approvals, acquiring access to water supplies, installing utilities and necessary storm drains and building or improving roads. These tasks are regulated by numerousNumerous local, state and federal statutes, ordinances and rules and regulations, including those concerning zoning, resource protection and environmental laws.the environment, regulate these tasks. These regulations often provide broad discretion to the governmental authorities that regulate these matters and from whom we must obtain necessary approvals. The approval process can be lengthy and delays can increase our costs, as well as the costs for the primary customers of our real estate business (residential and commercial developers). Failure to obtain necessary approvals couldon a timely basis may significantly adversely affect our real estate development activities and our results of operations.
Unless the City of Rio Rancho supplements its current water supply, development of our remaining Rio Rancho land may be adversely affected.
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 All of our future Rio Rancho land development will require water service from the City of Rio Rancho or other comparable source. While the city has not denied any development in the past due to a shortage of water supply, it has recently expressed concerns that its current water supply cannot support growth indefinitely. Although the city is currently pursuing various methods to supplement its water supply, if it is unsuccessful, development of our remaining Rio Rancho land could be adversely affected.
We may be subject to environmental liability.liability.

Various laws and regulations impose liability on real property owners and operators for the costcosts of investigating, cleaning up orand removing contamination caused by hazardous or toxic substances at thea property. In our role as a property owner or developer, we could be held liable for such costs. This liability may be imposed without regard to the legality of the original actions and without regard to whether we knew of, or were responsible for, the presence of the hazardous or toxic substances. If we fail to disclose environmental issues, we could also be liable to a buyer or lessee of the property. In addition, some environmental laws create a lien on the contaminated site in favor of the government for damages and costs incurred by the government in connection with the contamination. If we incur any such liability that is material, our results of operations and financial position could be materially adversely affected.

Increases in taxes or governmental fees may increase our costs. Also, adverse changes in tax laws could reduce customer demand for land for commercial and residential development.

Increases in real estate taxes and other local governmental fees, such as fees imposed on developers to fund schools, open space and road improvements or to provide low and moderate income housing, would increase our costs and have an adverse effect on our operations. Municipal and state resources have been particularly strained as a consequence of the economic downturn that began in 2008 and as a result, many governmental entities have adopted significant tax increases. We cannot control these tax increases and may not be able to pass such increased costs on to purchasers, particularly as we generally hold properties for many years. In addition, further increases in local real estate taxes or changes in income tax laws that would reduce or eliminate tax deductions or incentives related to real estate would increase our expenses and could adversely affect homebuilders’ potential customer demand and could adversely affect our future land sales to those homebuilders.

Unless the City of Rio Rancho supplements its current water supply, development of our remaining Rio Rancho land may be adversely affected.

All of our future Rio Rancho land development will require water service from the City of Rio Rancho or from another source. While the city has not denied any development in the past due to a shortage of water supply, it has expressed concerns that its current water supply cannot support growth indefinitely. Although the city is currently pursuing various methods to supplement its water supply, if it is unsuccessful, development of our remaining Rio Rancho land could be restricted or adversely affected.

Real estate is a cyclical industry, and our results of operations could be adversely affected during cyclical downturns in the industry.industry.

During periods of economic expansion, the real estate industry typically benefits from an increased demand for developable land. In contrast, during periods of economic contraction, the real estate industry is typically adversely affected by a decline in demand.demand for land. For example, increased rates of residential mortgage defaults that began in early calendar 2007 increased defaults under subprime mortgages led to significant losses for the companies offeringholding such mortgages and contributed to a severe and continuing downturn in the residential housing market. Further, real estate development projects typically begin, and financial and other resources are committed, long before the real estate project comessuch projects come to market, which could be during a time when the real estate market is depressed. There can be no assurance that an increase in demand or an economic expansion will occur or be sustained in the Rio Rancho market, where our core real estate business is based and operates, or in any other new market into which we may expand our real estate operations. Any of the following (among other factors, including those mentioned elsewhere in these Risk Factors) could cause a general decline in the demand for residential or commercial real estate which, in turn, could contribute to a cyclical downturn in the real estate development industry that could have a materialan adverse effect on our results of operations:
changes in government regulation;
periods of general economic slowdown or recession;
rising interest rates and a decline in the general availability of mortgage financing;

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adverse changes in local or regional economic conditions;
shifts in population away from the markets that we serve;
tax law changes, including potential limits on, or elimination of, the deductibility of certain mortgage interest expense, real property taxes and employee relocation expenses; and
acts of God, including hurricanes, earthquakes and other natural disasters.
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periods of general economic slowdown or recession;

change or uncertainty in government regulation;

rising interest rates or a decline in the general availability or affordability of mortgage financing;

adverse changes in local or regional economic conditions;

shifts in population away from the markets that we serve;

tax law changes, including potential limits on, or elimination of, the deductibility of certain mortgage interest expense, real property taxes and employee relocation expenses, and uncertainty with respect to these matters; or

acts of God, including hurricanes, earthquakes and other natural disasters.

Changing marketcredit conditions may adversely affect companies in the real estate industry, whowhich rely upon credit in order to finance their purchases of land from us.us.

Changes in interest rates and other economic factors can dramatically affect the availability of capital for our developer customers. Residential and commercial developers to whom we frequently sell land frequentlytypically rely upon third party financing to provide the capital necessary for their acquisition of land. Changes in economic and other external market conditions may resultcan and have resulted in theirthe inability of developers to obtain suitable financing, which couldhas, and so long as these circumstances continue will, adversely impact our ability to sell land orand could force us to sell land at lower prices, which would adversely affect our results of operations.

Changes in general economic, real estate development or other business conditions couldmay adversely affect our business and itsour financial results.results.

A significant percentage of our real estate revenues arehave historically been derived from customers in the residential homebuilding business, which is particularly sensitive to changes in economic conditions and factors such as the level of employment, consumer confidence, consumer income, availability of mortgage financing and interest rates. Adverse changes in any of these conditions such as the collapse of the subprime mortgage industry in early 2007, could decreasehave decreased demand for homes generally, and therefore affectmay continue to do so, adversely affecting the pricing of homes and in turn the price of land sold to developers, which could adversely affect our results of operations.

The real estate that we hold is periodically the subject of third party appraisals used for accounting purposes, which may result in the incurrence of non-cash impairment charges.

We recently received a third party appraisal of real estate inventory that had been sold but was subsequently repossessed (which we refer to as “take-back lots”). When repossessed, take-back lots are initially taken into inventory at fair market value less estimated costs to sell, and subsequently evaluated for impairment. The recently received appraisal will result in the carrying value of take-back lots located in Rio Rancho being adjusted from $4.8 million to fair value of $3.5 million resulting in a pre-tax impairment charge of $1.3 million during the fourth quarter of fiscal year 2013. This real estate impairment charge will be included in results of operations for the fourth quarter of fiscal year 2013. Similarly, we are having ordinary course third party appraisals completed on other real estate that we
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hold, which may result in additional impairment charges. Changes in economic and other external market conditions may further adversely impact the fair market value of our real estate inventory, which could lead to additional impairment charges that could adversely affect our results of operations.

A number of contracts for individual lotRio Rancho home site sales made prior to 1977 require us to exchange land in areas where utilities are not installed for land in an area that is serviced by utilities.utilities for land in areas where utilities are not installed.

In connection with certain individual homesiteRio Rancho home site sales made prior to 1977, at Rio Rancho, if water, electric and telephone utilities have not reached the lot site when a purchaser is ready to build a home, we are obligated to exchange a lot in an area then serviced by such utilities for the lot of the purchaser, without cost to the purchaser. Although this has not been the case in the past, if we were to experience a large number of requests for such exchanges in the future, our results of operations could be adversely impacted.

If subcontractors are not available to assist in completing our land development projects, we may not be able to complete those projects on a timely basis.basis.

The development of land on a timely basis is critical to our ability to complete development projects in accordance with our contractual obligations. The availability of subcontractors in the markets in which we operate can be affected by factors beyond our control, including the general demand for these subcontractors by other developers. If subcontractors are not available when we require their services, we may experience delays or be forced to seek alternative suppliers, which may increase costs or adversely affect our ability to sell land on a timely basis.

Land investments are generally illiquid, and we may not be able to sell our properties when it is economically or strategically advantageousotherwise important to do so.so.

Land investments generally cannot be sold quickly, and our ability to sell properties has been and may continue to be affected by market conditions. We may not be able to diversify concentration risk or vary our portfolio promptly in accordance with our strategies orquickly in response to economic or other conditions. Our ability to pay down debt, reduce interest costs and acquire properties is dependent upon our ability to sell the properties we have selected for disposition at the prices and within the deadlines we have established for each respective property.

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Risks Related to Our Media Service Operations
Our media operations could face increased costs and business disruption from instability in the newsstand distribution channel.
     We extend credit to various companies that may be affected by changes in economic or other external conditions. Financial instruments that may potentially subject us to a significant concentration of risk primarily consist of trade accounts receivable from wholesalers in the magazine distribution industry. Due to industry consolidation, four wholesalers represent approximately 80% of the wholesale magazine distribution business, and the insolvency of any of them could have a material adverse impact on our results of operations. In addition, due to the significant concentration, should there be a disruption in the wholesale channel, it could impede our ability to distribute magazines to the retail marketplace.
Almost all of our revenues in our newsstand distribution services business are derived from sales made on a fully returnable basis, and an error in estimating expected returns could cause a misstatement of revenues for the period affected.
     As is customary in the magazine distribution industry, almost all of our revenues in our newsstand distribution services business segment are derived from sales made on a fully returnable basis, meaning that customers may return unsold copies of magazines for credit. During our fiscal year ended April 30, 2006, approximately 75% of the magazines initially distributed by us were ultimately returned for credit by customers. We recognize revenues from the distribution of magazines at the time of delivery to the wholesalers, less a reserve for estimated returns that is based on historical experience and recent sales data on an issue-by-issue basis. Although we have the contractual right to return these magazines for offsetting credits from the publishers from whom the magazines are purchased, an error in estimating the percentage of returns at the end of an accounting period would have the effect of understating or overstating revenues in the period affected, which misstatement would have to be adjusted in the subsequent period when the actual information became known.
The introduction and increased popularity of alternative technologies for the distribution of news, entertainment and other information and the resulting shift in consumer habits and advertising expenditures from print to other media could adversely affect our media services businesses.
     Revenues in our media services business segments are principally derived from services we perform for publishers. Historically, a reduction in the demand for our newsstand distribution services due to lower sales of magazines at newsstands has often been at least partially offset by an increase in demand for our fulfillment services as customers affected by the reduction in newsstand distribution sought publications through subscription. However, the distribution of news, entertainment and other information via the Internet has become increasingly popular over the past several years, and viewing news, entertainment and other content on a personal computer, cellular phone or other electronic device has also become increasingly popular. The resulting shift of advertising dollars from traditional print media to online media could adversely affect the publishing industry in general and have a negative impact on both our fulfillment and newsstand distribution segments due to the shift in consumer demand away from print media and toward digital downloading and other delivery methods.
Our publisher customers face increased costs for paper and postal rates and, as a result, may be unable or unwilling to absorb cost increases from us.
     Our publisher customers’ principal raw material is paper. Paper prices have fluctuated over the past several years, and significant unanticipated increases in paper prices could adversely affect a publisher customer’s operating income. Postage for magazine distribution and direct solicitation is another significant operating expense of our publisher customers, which primarily use the U.S. Postal Service to distribute their products. The U.S. Postal Service implemented a postal rate increase of 5.4% effective January 8, 2006, and a further rate increase for magazines is to take effect on July 15, 2007. Any significant increases in paper costs and/or postal rates that publishers are not able to offset could have a negative affect on their operating income and this in turn could negatively affect our media services operations.
Competitive pressures may result in a decrease in our revenues and profitability.
     The fulfillment and newsstand distribution services businesses are highly competitive, and some of our competitors have financial resources that are substantially greater than ours. Over the past several years, we have experienced significant price competition in the markets in which we compete. Competition in our media services businesses may come not only from other service providers, but also from our customers, who may choose to develop their internal fulfillment or distribution

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operations, thereby reducing demand for our services. Competitive pressures could cause our media services businesses to lose market share or result in significant price erosion that could have an adverse effect on our results of operations.
Our operating results depend in part on successful research, development and marketing of new or improved services and data processing capabilities and could suffer if we are not able to continue to successfully implement new technologies.
     We operate in highly competitive markets that are subject to rapid change, and we must therefore continue to invest in developing technologies and to improve various existing systems in order to remain competitive. There are substantial uncertainties associated with our efforts to develop new technologies and services for the magazine fulfillment and distribution markets we serve. We make significant investments in new information processing technologies and services that may or may not prove to be profitable. Even if these developments are profitable, the operating margins resulting from their application would not necessarily result in an improvement over our historical margins.
We may not be able to successfully introduce new services and data processing capabilities on a timely and cost-effective basis.
     The success of new and improved services depends on their initial and continued acceptance by the publishers and other customers with whom we conduct business. Our media services businesses are affected, to varying degrees, by technological change and shifts in customer demand. These changes result in the transition of services provided and increase the importance of being “first to market” with new services and information processing innovations. Difficulties or delays in the development, production or marketing of new services and information processing capabilities may be experienced, and may adversely affect our results of operations. These difficulties and delays could also prevent us from realizing a return on the investment required to bring new services and information processing capabilities to market on a timely and cost effective basis.
Our operations could be disrupted if our information systems fail, causing increased expenses and loss of sales.
     Our business depends on the efficient and uninterrupted operation of our computer and communications capabilities, including the maintenance of customer databases for billing and label processing, and our magazine distribution order regulation system. If a key system were to fail or experience unscheduled down-time for any reason, even if only for a short period, our operations and financial results could be adversely affected. Our systems could be damaged or interrupted by a security breach, fire, flood, power loss, telecommunications failure, break-ins or similar events. We have a formal disaster recovery plan in place, but this plan may not entirely prevent delays or other complications that could arise from an information systems failure. Our business interruption insurance may not adequately compensate us for losses that may occur.
We depend on the Internet to deliver some services, which may expose us to various risks.
     Many of our operations and services, including order taking on behalf of customers and communications with customers and suppliers, involve the use of the Internet. We are therefore subject to factors that adversely affect Internet usage, including the reliability of Internet service providers that, from time to time, have operational problems and experience service outages. Additionally, as we continue to increase the services we provide using the Internet, we are increasingly subject to risks related to the secure transmission of confidential information over public networks. Failure to prevent security breaches of our networks or those of our customers, or a security breach affecting the Internet in general could adversely affect our results of operations.
A failure to successfully migrate our customers to our new data processing system may burden us with continued additional costs.
     Since the 2003 acquisition of our Colorado fulfillment services business from Electronic Data Systems Corporation (“EDS”) we have outsourced to EDS a substantial portion of the data processing required to service that business while we developed an expanded internal data processing platform that is suitable for servicing that business along with our existing fulfillment business. We are currently in the early stages of migrating our customers from the acquired business to the new data processing platform. The migration process is technically complex and we may encounter unanticipated problems in the course of this process. If we are unable to successfully complete the migration process within an acceptable time period we will continue to be burdened with additional outsourcing costs, thereby substantially reducing the value to us of the acquired business as well as the value of our investment in the new data processing platform.

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If our recently acquired subsidiary, Palm Coast Data, is not efficiently integrated with our existing fulfillment business, we may not realize the expected benefits of the acquisition, and the resources and attention required for successful integration may interrupt the business activities of Palm Coast Data and our existing business.
     On January 16, 2007, we acquired Palm Coast Data Holdco, Inc. (“Palm Coast Data”), which, through its subsidiary, is, like us, a leading United States provider of fulfillment services to the magazine publishing industry. There is a significant degree of difficulty and management involved in the process of integrating Palm Coast Data’s business and systems with our existing fulfillment business, while maintaining the ongoing operations of each business, coordinating geographically separate organizations and developing new customers and products. Successful integration will also depend in part on our ability to retain key officers and personnel in each of our business units. The integration process will require significant expansion of our operational and financial systems, which will increase the operating complexity of our information technology systems. Implementation of controls, systems and procedures may be costly and time-consuming and may not be effective.
Other Business Risks
We may be unable to obtain financing on acceptable terms, which could preclude us from continuing our operations at their current levels.
     Our operations depend on our ability to obtain financing for the development of land in the real estate business and for working capital and capital expenditure requirements in the media services business. If we are not able to obtain suitable financing, our costs could increase and our revenues could decrease, or we could be precluded from continuing our operations at current levels. Increases in interest rates can make it more difficult and expensive to obtain the funds needed to operate our businesses. The applicable interest rates on the revolving bank credit facilities that we have in place fluctuate based on changes in short-term interest rates. Increases in interest rates would increase our interest expense and adversely affect our results of operations.
We may engage in future acquisitions and may encounter difficulties in integrating the acquired businesses, and, therefore, may not realize the anticipated benefits of the acquisitions in the time frames anticipated, or at all.all.

From time to time, we may seek to grow through strategic acquisitions intended to complement or expand one or more of our business segments such as our acquisition of Palm Coast Data in January 2007, or to enable us to enter a new business. The success of these transactions will depend in part on our ability to integrate the systems and personnel acquired in these transactions into our existing business without substantial costs, delays or other operational or financial problems. We may encounter difficulties in integrating acquisitions with our operations or in separately managing a new business. Furthermore, we may not realize the degree of benefits that we anticipate when first entering into a transaction, or we may realize benefits more slowly than we anticipate. Any of these problems or delays could adversely affect our results of operations.

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We do not have a Chief Executive Officer.

On January 22, 2013, Theodore J. Gaasche, our President and Chief Executive Officer, resigned from those positions which he had held since August 2011. No successor has been appointed or identified, and we may continue to operate without a Chief Executive Officer for the foreseeable future. From January 1996 until August 2011, we also operated without a Chief Executive Officer. Following his resignation as President and Chief Executive Officer, our board of directors elected Mr. Gaasche as a member of the board of directors and Vice Chairman of the Board’s Executive Committee. In the absence of a Chief Executive Officer, the Executive Committee is charged with the oversight of our business between Board meetings. However, the Executive Committee does not function as an executive officer. Without a Chief Executive Officer, we do not have the benefit of the operational oversight and strategic leadership that a person in that position would normally provide, which may adversely affect our business and prospects.

Our current management and internal systems may not be adequate to handle our growth,. if any.

To manage our future growth, if any, our management must continue to improve operational and financial systems and to expand, train, retain and manage our employee base. AsIf we continue to grow, we will also likely need to recruit and retain additional qualified management personnel, and our ability to do so will depend upon a number of factors, including our results of operations and prospects and the level of competition then prevailing in the market for qualified personnel. At the same time, we will likely be required to manage an increasing number of relationships with various customers and other parties. If our management personnel, systems, procedures and controls are inadequate to support our operations, expansion could be slowed or halted and the opportunity to gain significant additional market share could be impaired or lost. Any inability on the part of our management to manage our growth effectively may adversely affect our results of operations.

Our business could be seriously harmed if our accounting controls and procedures are circumvented or otherwise fail to achieve their intended purposes.purposes.

Although we evaluate our internal controls over financial reporting and our disclosure controls and procedures at the end of each quarter, any system of controls, however well designed and operated, is based in part on certain assumptions and can provide only reasonable, not absolute, assurances that the objectives of the system arewill be met. Any failure or circumvention of the controls and procedures or failure to comply with regulations related to controls and procedures could have a material adverse effect on our results of operations.

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           In addition, there can be no assurance that our internal control systems and procedures, or the integration of Palm Coast Data or any other future acquisitions and their respective internal control systems and procedures, will not result in or lead to a future material weakness in our internal controls, or that we or our independent registered public accounting firm will not identify a material weakness in our internal controls in the future. If our internal controls over financial reporting are not considered adequate, our financial statements could become incorrect or misleading and we may experience a loss of public confidence, which could subject us to liability and have an adverse effect on our business and the price of our securities.common stock.

Further, deficiencies or weaknesses that arewe have not yet identified by us could emerge and the identification and correction of thesethose deficiencies or weaknesses could have a materialan adverse effect on our results of operations.
Our pension plan, which we froze in 2004, is currently underfunded and may require additional cash contributions.
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 Our pension plan was underfunded by approximately $3.2 million at April 30, 2006, the end of our last fiscal year. We froze our pension plan effective March 1, 2004 so that from that date there would be no new participants in the plan and the existing participants’ future compensation would not affect their pension benefits. A key assumption underlying the actuarial calculations upon which our accounting and reporting obligations for the pension plan are based is an assumed investment rate of return of eight percent. If the pension plan assets do not realize the expected rate of return, or if any other assumptions are incorrect or are modified, we could be required to make contributions to the pension plan until the plan is fully funded, which could limit our financial flexibility.
Our quarterly and annual operating results can fluctuate significantly.significantly.

We have experienced, and are likely to continue to experience, significant fluctuations in our quarterly and annual operating results, which may adversely affect our stock price. Future quarterly and annual operating results may not align with past trends as a result of numerous factors, including many factors that result from the unpredictability of the nature and timing of real estate land sales, the variability in gross profit margins and competitive pressures.

Changes in our income tax estimates could affect profitability.

In preparing our consolidated financial statements, significant management judgment is required to estimate our income taxes. Our estimates are based on our interpretation of federal and state tax laws and regulations. We estimate actual current tax due and assess temporary differences resulting from differing treatment of items for tax and accounting purposes. The temporary differences result in deferred tax assets and liabilities, which are included in our consolidated balance sheet. Adjustments may be required by a change in assessment of our deferred tax assets and liabilities, changes due to audit adjustments by federal and state tax authorities, and changes in tax laws. To the extent adjustments are required in any given period, we will include the adjustments in the tax provision in our financial statements. These adjustments could have an adverse effect on our financial position, cash flows and results of operations.

The price of our common stock over the past yearin recent years has been volatile. This volatility may make it difficult for youshareholders to sell our common stock, and the sale of substantial amounts of our common stock could adversely affect the price of our common stock.stock.

The market price for our common stock has varied between a high of $149.99$15.77 and a low of $27.25$4.80 per share in the twelve months endedbetween May 1, 2010 and January 31, 2007.2013. This volatility may make it difficult for youa shareholder to sell our common stock, and the sale of substantial amounts of our common stock could adversely affect the price of ourthe common stock. Our stock price is likely tomay continue to be volatile and subject to significant price fluctuations in response to market and other factors including the other factors discussed(including those mentioned elsewhere in “Risk Factors,”these Risk Factors), and:
variations in our quarterly operating results;
downward revisions in securities analysts’ estimates;
material announcements by us or our competitors;
public sales of a substantial number of shares of our common stock following an offering; and
adverse changes in general market conditions or economic trends.

variations in our quarterly and annual operating results, which could be significant;

material announcements by us or our competitors;

sales of a substantial number of shares of our common stock; and

adverse changes in general economic or market conditions.

In addition to the factors discussed above, our common stock is relativelyoften thinly traded, which means thatand as a result large transactions in our common stock may be difficult to conductexecute in a short time frame and may cause significant fluctuations in the price of our common stock. Among other reasons, the stock is thinly traded due to the fact that four of our shareholders beneficially own in the aggregate in excess of 70% of the outstanding common stock. The average daily trading volume in our common stock on the New York Stock Exchange over the ten-day trading period ending on February 28, 2007[●], 2013 was approximately 110,000[●] shares per day. Further, there have been, from time to time, significant “short” positions in our common stock, consisting of borrowed shares sold, or shares sold for future delivery, which may not have been borrowed. We do not know whether any of these short positions are covered by “long” positions owned by the short sellers. For example, the short interest in our common stock, as reported by the New York Stock Exchange on March 15, 2007 was 2,061,982 shares, or approximately 31% of our outstanding shares. Any attempt by the short sellers to liquidate their positions over a short period of time could cause significant volatility in the price of our common stock.

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In the past, following periods of volatility in the market price of their stock, many companies have been the subject of securities class action litigation. IfWe have not been involved in any securities class action litigation; however, if we were to become involved in securities class action litigation in the future, it could result in substantial costs and diversion of our management’s attention and resources and could harm our stock price, business,

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prospects, results of operations and financial condition. In addition, the broader stock market has experienced significant price and volume fluctuations in recent years. This volatility has affected the market prices of securities issued by many companies for reasons unrelated to their operating performance and may adversely affect the price of our common stock.

We have a principalsignificant shareholder whose interests may conflict with those of other investors.

We have a principalsignificant shareholder, Nicholas G. Karabots, who, together with certain of his affiliates, currently owns approximately 55%in excess of 30% of our outstanding common stock, andstock. Because of his significant voting power, this shareholder, who is expected to continue to ownresigned as a substantial percentage of our outstanding common stock following the offering of securities contemplated by this prospectus. As a result, this principal shareholder exercises significant influence over our major decisions, including through his ability to vote for the membersmember of our board of directors. Because of this voting power, the principal shareholderdirectors effective January 22, 2013, could influence us to make decisions that might run counter to the wishes of our other investors generally.shareholders. Additionally, Mr. Karabots may be able to influence our board of directors and management as he (including through companies that he controls) (i) is the employer of Theodore J. Gaasche, a director on our board of directors and Vice Chairman of the Executive Committee of our board of directors, (ii) has a commercial relationship with Lonnie Coombs (another member of our board of directors) who is also a director of a private company owned by Mr. Karabots, (iii) is the father-in-law of Michael P. Duloc, who is the President and Chief Executive Officer of our Media Services businesses and (iv) is the owner of Kappa Lending Group, LLC, a company that holds over $16.0 million of debt of AMREP Southwest Inc., and which could exert substantial additional control over AMREP Southwest Inc. and us in the event of certain future breaches or defaults concerning such debt. In addition, a publishing companiescompany owned or controlled by our principal shareholder are also significant customersMr. Karabots is the largest customer of our distributionNewsstand Distribution Services business, and,as well as a customer of our Subscription Fulfillment Services business. As a result, the shareholderMr. Karabots may have business interests with respect to us that differ from or conflict with thosethe interests of other holders of our securities.common stock.

Although we have paid dividends in the past, no dividends have been paid since 2008; we have no regular dividend policy and can give no assurance of any future dividends.

We dohave not pay regular dividends and do not anticipate paying regularpaid any cash dividends on our common stock in the future, so any short-term return on your investment will depend on the market pricesince fiscal year 2008. The board of our common stock.
     We have previously paid special dividends on our common stock of $0.85, $0.55, $0.40 and $0.25 per share following the close of our fiscal years ending April 30, 2006, 2005, 2004 and 2003. In addition to the forgoing four special annual dividends, our Board of Directors declared a special cash dividend of $3.50 per share in December 2005. Wedirectors has stated that it may consider special dividends from time-to-time in the future in light of conditions then existing, including our earnings, financial condition, cash position, and capital requirements and other needs. No assurance however, may beis given that there will be any such future dividends declared or that future dividend declarations, if any, will be commensurate in amount or frequency with past dividends.declared.
We are currently a “controlled company” within the meaning
Certain provisions of the New York Stock Exchange rules. As a result, we are exempt from certain corporate governance requirements and will not need to fully comply with those requirements until one year after we are no longer a “controlled company.”
     Because Nicholas G. Karabots and certain of his affiliates together currently owns more than 50% of the voting power of our common stock, we are considered a “controlled company” for the purposes of the rules and regulations of the New York Stock Exchange. As such, we are permitted, and have elected, to opt out of the New York Stock Exchange requirements that would otherwise require our compensation and human resources committee to consist entirely of independent directors. We have also opted not to have a nominating/corporate governance committee as required by the New York Stock Exchange for non-controlled companies. If, by reason of the sale of our common stock contemplated hereby or otherwise, we are no longer considered a “controlled company” for purposes of the rules and regulations of the New York Stock Exchange, those rules and regulations provide for a 12 month transition period during which we will not need to fully comply with the otherwise applicable requirements. We will not be required to have entirely independent compensation and human resources committee and nominating/corporate governance committees until 12 months following the date on which we cease to be a controlled company, although we will need to phase in independent members for each of these committees starting on the date that we cease to be a controlled company. While we remain a controlled company and during any transition period following our ceasing to be a controlled company, you may not have the same protections afforded to stockholders of companies that are subject to all of the New York Stock Exchange corporate governance requirements.
Oklahoma law and our charterorganizational documents may impede or discourage a takeover, which could causemay have a limiting effect on the market price of our common stock to decline.stock.
     We are
The Company is an Oklahoma corporation and the anti-takeover provisions of our certificate of incorporation and of Oklahoma law impose various impediments togenerally prohibit us from engaging in “business combinations” with an “interested shareholder,” as those terms are defined therein, unless the abilityholders of aat least two-thirds of our then outstanding common stock approve the transaction. Consequently, the concurrence of our significant shareholder, Mr. Karabots and his affiliates, is needed for any third party (other than Mr. Karabots and his affiliates) to acquire control of us, even if a change in control would be beneficial to our existingother shareholders. Our by-laws generally prohibit us from engaging in business combinations and other transactions with an “interested shareholder” unless the transaction is approved by the holders of at least two-thirds of our then outstanding common stock.
In addition to these by-law restrictions,this restriction, some other provisions of our amended certificate of incorporation and our by-laws may discourage certain acts involvingthat would involve us undergoing a fundamental change of our company.change. For example, our amended certificate of incorporation and our by-laws contain certain provisions that:
classify our board of directors into three classes, each of which serves for a term of three years, with one class being elected each year; and
prohibit shareholders from calling a special meeting of shareholders.

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classify our board of directors into three classes, each of which serves for a term of three years, with one class being elected each year; and

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prohibit shareholders from calling a special meeting of shareholders.

Because our board of directors is classified and our certificate of incorporation and by-laws do not otherwise provide, Section 1027 of the Oklahoma General Corporation Act permits the removal of any member of the board of directors only for cause.

These provisionsfactors could impede a merger, takeover or other business combination involving us or discourage a potential acquirer from making a tender offer for our common stock, which under certain circumstances, could reducehave a limiting effect on the market price of our common stock.

Terrorist attacks and threats may disrupt our operations and negatively impact our revenues, costs and stock price.
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 The terrorist attacks

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus (including information incorporated by reference) contains forward-looking statements within the meaning of September 11, 2001Section 27A of the Securities Act of 1933, as amended, or the Securities Act, that relate to future events or our future financial performance. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “projects,” “forecasts,” “may,” “should,” variations of such words and similar expressions are intended to identify such forward-looking statements. These statements may be found in the U.S.,sections of this prospectus entitled “Questions and Answers Relating to the U.S. responseRights Offering,” “Prospectus Summary,” “Risk Factors” and “Use of Proceeds” and in other sections of this prospectus that contain forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and contingencies that are difficult to those attackspredict. These risks and uncertainties include, but are not limited to, the risks described above under the prospectus captions referred to above. The forward-looking statements contained in this prospectus (including information incorporated by reference) include, but are not limited to, statements regarding
current and future amounts due under the accelerated funding of a portion of our defined benefit pension plan obligation;

our potential proceeds and use of proceeds from the rights offering;

the timing and extent of our required return of tax incentive monies to the State of Florida;

the amount of impairment charges for fiscal year 2013 (and potential amounts in future periods) associated with intangible assets, including customer contracts and relationships, and other long-lived assets, including write-downs of real estate values following the completion of third-party appraisals; and

potential future failure to extend, renew or replace material indebtedness (due May 2015 and December 2017) and material liquidity sources, including possible liquidity needs that could arise through the loss of a material customer contract and the resulting declineassociated material operational liquidity source under such contract.

These risks and uncertainties should be considered in consumer confidence had a substantial adverse effectevaluating any forward-looking statement contained in this prospectus or incorporated by reference herein. All forward-looking statements speak only as of the date of this prospectus or, in the case of any document incorporated by reference, the date of that document. All subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are qualified by the U.S. economy. Any similar futurecautionary statements in this section. We undertake no obligation to update or publicly release any revisions to forward-looking statements to reflect events, may disruptcircumstances or changes in expectations after the date of this prospectus. In addition, our operations directly or indirectly by affecting the operationspast results are not necessarily indicative of our customers. In addition, these events have had and may continue to have an adverse impact on the U.S. economy in general and on consumer confidence and spending in particular, which could harm our revenues. Any new terrorist events or threats could have a negative effect on the U.S. and world financial markets generally, which could reduce the price of our common stock and may limit the capital resources available to us and the developers, publishers and others with whom we conduct business. If any of these events occur, they could have a significant adverse effect on our results of operations and could result in increased volatility in the market price of our common stock.future results.

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USE OF PROCEEDS
 Unless the applicable prospectus supplement for a particular issuance of securities states otherwise, we will
We intend to use the net proceeds from our sales of securities covered by this prospectusrights offering for general corporate and working capital purposes, which may include satisfaction of a portion (currently estimated to be $3 million) of our obligation to the Pension Benefit Guaranty Corporation (see “Risk Factors—Risks Relating to Our Business—Our defined benefit pension plan is currently substantially underfunded and will require additional cash contributions, some of which are likely to be accelerated”), debt repayment, future acquisitions, capital expenditures and additions to working capital. However, we cannot assure you that the capital raised through the rights offering will be sufficient for all of these purposes or that we will not need to raise additional capital in the future.
 


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THE RIGHTS OFFERING
The Subscription Rights
We are distributing, at no charge, to holders of our common stock subscription rights to purchase shares of our common stock. One right has been distributed for each share outstanding to record holders of our common stock as of the record date, [], 2013. Each subscription right will entitle a holder to purchase 0.200 shares of our common stock. This ratio is referred to as the “rights ratio.” You must aggregate subscription rights in multiples of five subscription rights to purchase all shares of common stock you desire and are entitled to purchase through the subscription rights. The subscription rights will be evidenced by rights certificates. Subscription rights will entitle a holder to (1) a basic subscription right and (2) if the holder exercises all of his or her basic subscription rights, an over-subscription privilege.
Basic Subscription Right
The basic subscription right, when aggregated in a multiple of five, gives the holder the opportunity to purchase one share of our common stock for $[] per share. Only subscription rights aggregated to purchase whole shares are exercisable, and no fractional shares will be issued. You must aggregate subscription rights in multiples of five subscription rights to purchase any shares of common stock you desire and are entitled to purchase through the subscription rights. We have granted to you, as a shareholder of record as of 5:00 p.m., New York City time, on the record date, one right for each share of our common stock you owned at that time. This means that if you owned 100 shares of our common stock as of 5:00 p.m., New York City time, on the record date, you would receive 100 subscription rights, and the rights ratio would give you the right to purchase 20 shares of common stock at a price of $[] per share with your basic subscription right. You may exercise the basic subscription right for any whole number of shares subject to the basic subscription right, or you may choose not to exercise any subscription rights. However, if you exercise less than your full basic subscription right, you will not be entitled to purchase shares of common stock under the over-subscription privilege.
In order to properly exercise your basic subscription right, you must deliver to the subscription agent the subscription payment and a properly completed rights certificate, or if you hold your subscription rights through a broker, dealer, custodian bank or other nominee, which we generally refer to as a “nominee,” you should complete and return to your nominee the form entitled “Beneficial Owner Election” or such other appropriate documents as are provided by your record holder related to your basic subscription right before the expiration of the rights offering.
If you hold your shares in the name of a nominee who uses the services of DTC, DTC will issue a number of subscription rights to your nominee equal to each share of our common stock you beneficially own on the record date. See “The Rights Offering—Method of Exercising Subscription Rights—Subscription By Beneficial Owners.”
Over-Subscription Privilege
We do not expect all of our holders of subscription rights to exercise all of their basic subscription rights. The over-subscription privilege entitles certain holders of subscription rights to acquire the shares remaining unpurchased after the expiration of all basic subscription rights, which we refer to as the “overall maximum over-subscription share amount.” Only holders of subscription rights who exercise all of their basic subscription rights will have the opportunity to purchase through the over-subscription privilege shares that are not purchased by other holders of basic subscription rights; provided, that, if any over-subscription privileges are exercised, we will not issue a number of shares for over-subscriptions in excess of 1,199,242 less the shares subscribed for under all exercised basic
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subscription rights. A nominee may exercise an over-subscription privilege on behalf of a beneficial owner provided such nominee confirms that such beneficial owner subscribed in full through the basic subscription. Thus, a shareholder that fully exercises a basic subscription right will have the privilege as a qualifying holder to also exercise the over-subscription privilege to purchase additional shares of common stock that remain unsubscribed from the overall maximum over-subscription share amount, subject to certain limitations described in this section.
If sufficient shares of common stock are available, we will seek to honor your over-subscription request in full. If the overall maximum over-subscription share amount is not sufficient to satisfy all of the properly exercised over-subscription privilege requests, the available shares will be prorated among those qualifying holders who properly exercised their over-subscription privilege. In this case, the proration ratio will be determined by dividing the number of shares owned by a qualifying holder on the record date by the number of shares owned by all qualifying holders as of the record date. The proration ratio for such holder will be multiplied by the overall maximum over-subscription share amount to determine the maximum number of over-subscription shares that the qualifying holder may purchase. If this pro rata allocation results in any qualifying holder being allocated a greater number of shares of common stock than the qualifying holder subscribed for pursuant to the exercise of the over-subscription privilege, then such qualifying holder will be issued only that number of shares for which the qualifying holder over-subscribed for, and the remaining shares will be allocated among all other qualifying holders exercising the over-subscription privilege on the same pro rata basis described above. The proration process will be repeated until all available remaining shares of common stock have been allocated to qualifying holders pursuant to valid over-subscription requests.
In order to properly exercise your over-subscription privilege, you must deliver the subscription payment related to the shares you desire under your over-subscription privilege at the same time you submit your basic subscription, and this must be properly submitted before expiration of the subscription rights. Because we will not know the overall maximum over-subscription share amount before the expiration of the rights offering, if you wish to maximize the number of shares you purchase pursuant to your over-subscription privilege, you will need to complete the over-subscription portion (Form 1, Paragraph (b)) of the rights certificate and deliver payment in an amount equal to the aggregate subscription price for the maximum amount you desire through the over-subscription privilege.
Any excess subscription payments received by the subscription agent will be returned, without interest, as soon as practicable.
We will deliver certificates representing shares of our common stock purchased with the over-subscription privilege as soon as practicable after the expiration of the rights offering.
No Fractional Rights or Shares
We will not receive any proceedsissue fractional subscription rights or cash in lieu of fractional shares underlying subscription rights. Fractional shares of common stock resulting from the saleexercise of either the basic subscription or the over-subscription privilege will be eliminated by rounding down in each case to the nearest whole share. Registrar and Transfer Company, our subscription agent for the rights offering, will determine the basic subscription right and the over-subscription allocation as described above under “—Over-Subscription Privilege” and under “—Additional Administrative Conditions and Terms of the Rights Offering.”

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Additional Administrative Conditions and Terms of the Rights Offering
Holders of subscription rights will be required to aggregate five subscription rights to acquire each whole share of common stock that they desire and are entitled to purchase. To the extent a holder of subscription rights cannot purchase a whole number of shares through the exercise of all subscription rights but acquires the full number of whole shares of common stock subject to such subscription rights, then this circumstance will not disqualify such holder from exercising an over-subscription privilege otherwise available. For example, assume a record holder of 124 shares of common stock on the record date desires to maximize the purchase of common stock through such subscription rights. Aggregating all such subscription rights results in subscription rights to purchase 24.8 shares of common stock, which must be rounded down to the nearest whole number, i.e., 24; in this example, purchase of 24 shares of common stock pursuant to the basic subscription right will satisfy the full subscription condition of the over-subscription privilege. To the extent circumstances like these leave a number of shares that are not capable of purchase under basic subscription rights, such unsubscribed shares would be available for purchase under the over-subscription privilege, but we do not expect such unsubscribed share amount to be more than a nominal number.

A subscription rights certificate entitles a holder to subscribe for our common stock at the rate of one share of common stock for every five rights evidenced by the subscription rights certificate.  No fractional shares will be issued. In the event that the number of subscription rights evidenced by a subscription rights certificate is not divisible by five, the number of shares of common stock issuable through that subscription right would be determined by dividing the number of subscription rights by five and by then rounding that number down to the nearest whole number. As a result, holders of record of four or less shares of common stock would not be entitled to purchase one share of common stock through the rights offering, and we have no obligation to distribute to such holders a subscription rights certificate; provided, if any such holder of record owns shares of Common Stock in multiple accounts, such holder may contact the subscription agent for purposes of combining holdings to facilitate, upon appropriate proof of such ownership, an exercise of subscription rights for an additional share (or shares) of common stock that otherwise would have been rounded down to the lower whole number without such additional information.

A nominee may exercise an over-subscription privilege on behalf of a beneficial owner provided such nominee confirms that such beneficial owner subscribed in full through the basic subscription.

If your shares are held in the name of a nominee, shares issued pursuant to your exercise of subscription rights will be titled in the name of such nominee or in your name or the name of certain designees if you specify such designation in the subscription documents. If you are the record holder, shares issued pursuant to your exercise of subscription rights will be titled in your name or in the name of certain designees if you specify such designation in the subscription documents.

Method of Exercising Subscription Rights
The exercise of subscription rights is irrevocable and may not be cancelled or modified, even if the rights offering is extended by the Rights Offering Committee in its discretion. You may exercise your subscription rights as follows:
Subscription by Registered Shareholders
Holders of record of subscription rights may exercise subscription rights by properly completing and executing the rights certificate together with any required signature guarantees and forwarding it, together with full subscription payment, to the subscription agent at the address set forth below under “—Subscription Agent,” before the expiration of the rights offering. Shares underlying subscription rights may be purchased and/or titled in the name of certain qualified designees of the holder of record of the subscription rights (e.g., an immediate family member, trust or tax-planning vehicle of the holder of record; a corporate affiliate of the holder of record; or a charitable institution).
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Subscription by Beneficial Owners
If you are a beneficial owner of shares of our common stock bythat are registered in the selling securityholder.
RATIO OF EARNINGS TO FIXED CHARGES
     The rationame of our earnings to our fixed charges for each of the periods indicated is as follows:
                         
                      Nine Months
                      Ended
  Fiscal Year Ended April 30, January 31,
  2002 2003 2004 2005 2006 2007
   
Ratio of earnings to fixed charges  2.61   4.99   4.36   6.71   10.69   24.92 
     The ratio of earnings to fixed charges has been computed by dividing total earnings available to cover fixed charges by total fixed charges. Earnings available to cover fixed charges were calculated by adding income from continuing operations before income taxes and fixed charges less capitalized interest. Fixed charges consist of interest expense, net, capitalized interest and an estimate of rent expense as representative of the interest portion of rentals.

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SELLING SECURITYHOLDER
     The selling securityholder referred to in this prospectus is The Karabots Foundation (the “Foundation”), a tax-exempt, non-profit corporation that currently holds an aggregate of 580,165 shares ofnominee, or if you hold our common stock certificates and would prefer to have an institution conduct the transaction relating to the subscription rights on your behalf, you should instruct your nominee to exercise your subscription rights and deliver all subscription documents and payment on your behalf before 5:00 p.m., New York City time, on [], 2013, which represented approximately 8.7% of our outstanding common stock as of January 31, 2007. The Foundation acquired 322,100 of its shares on December 31, 2001 and 183,065 of its shares on December 31, 2002 in two separate gift transactions from one of its founders, Nicholas G. Karabots, who is also a member of our board of directors and a holder of a significant portion of our outstanding common stock. The Foundation received the remainder of its shares on December 31, 2002 as a gift from Glendi Publications, Inc., a company owned by Mr. Karabots. The Foundation’s acquisition of our shares gave rise to an “excess business holding” for the Foundation, within the meaning of Section 4943expiration of the Internal Revenue Code of 1986, as amended (the “Code”), which imposes prohibitively expensive excise taxes on private foundations, suchrights offering. Your subscription rights will not be considered exercised unless the subscription agent receives from you or your broker, as the Foundation, that fail to dispose of any such excess business holdings within a specified period. It is anticipated that the Foundation will sell approximately 450,000 of its shares of our common stock, the minimum number required by the Code for the Foundation to avoid liability for those excise taxes.
     The prospectus supplement for any offeringcase may be, all of the common stockrequired subscription documents and your full subscription payment for your basic subscription and over-subscription prior to 5:00 p.m., New York City time, on [], 2013.
Subscription by DTC Participants
If your subscription rights are held of record through DTC, the Foundation will includeexercise of your subscription rights may be made through the amount and percentagefacilities of DTC. In this case, you may exercise your subscription rights by instructing DTC (directly or through your broker) to transfer (1) your subscription rights from your account to the account of the common stock heldsubscription agent, together with certification by DTC (on your behalf) as to the Foundation before and after the offeringaggregate number of subscription rights you are exercising and the number of shares of our common stock offeredyou are subscribing for under your basic subscription right and your over-subscription privilege, if any, and (2) your full subscription payment for your basic subscription and over-subscription.
Payment Method
Payments must be made in full in U.S. currency by:
•  check or bank draft payable to Registrar and Transfer Company drawn upon a U.S. bank;
•  wire transfer of immediately available funds to accounts maintained by the subscription agent.
Payment received after the expiration of the rights offering will not be honored, and the subscription agent will return your payment to you, without interest, as soon as practicable. The subscription agent will be deemed to receive payment upon:
•  clearance of any uncertified check deposited by the subscription agent;
•  receipt by the subscription agent of any certified check bank draft drawn upon a U.S. bank; or
•  receipt of collected funds in the subscription agent’s account.
If you elect to exercise your subscription rights, we urge you to consider using a certified check or wire transfer of funds to ensure that the subscription agent receives your funds before the expiration of the rights offering. If you send an uncertified check, payment will not be deemed to have been received by the Foundation.

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GENERAL DESCRIPTION OF SECURITIESsubscription agent until the check has cleared, but if you send a certified check bank draft drawn upon a U.S. bank or wire or transfer funds directly to the subscription agent’s account, payment will be
 This prospectus, including any information incorporated
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deemed to have been received by reference into this prospectus, together with the additional information included in any applicable prospectus supplement, contains a summarysubscription agent immediately upon receipt of the material terms and provisionssuch instruments or wire or transfer.
Any personal check used to pay for shares of the securities that we or the selling securityholder may offer under this prospectus. When we or the selling securityholder offer to sell a particular class or series of securities other than our common stock must clear the appropriate financial institutions prior to 5:00 p.m., New York City time, on [], 2013, which is the expiration of the rights offering. The clearinghouse may require five or more business days. Accordingly, holders of subscription rights that wish to pay the subscription price by means of an uncertified personal check are urged to make payment sufficiently in advance of the expiration of the rights offering to ensure such payment is received and clears by such date.
You should read the instruction letter accompanying the rights certificate carefully and strictly follow it. DO NOT SEND RIGHTS CERTIFICATES OR PAYMENTS TO THE COMPANY. Except as described below under “—Guaranteed Delivery Procedures,” we will describenot consider your subscription received until the specificsubscription agent has received delivery of a properly completed and duly executed rights certificate and payment of the full subscription amount. The risk of delivery of all documents and payments is borne by you or your nominee, not by the subscription agent or us.
The method of delivery of rights certificates and payment of the subscription amount to the subscription agent will be at the risk of the holders of subscription rights. If sent by mail, we recommend that you send those certificates and payments by overnight courier or by registered mail, properly insured, with return receipt requested, and that a sufficient number of days be allowed to ensure delivery to the subscription agent and clearance of payment before the expiration of the rights offering.
Unless a rights certificate provides that the shares of our common stock are to be delivered to the record holder of such subscription rights or such certificate is submitted for the account of a bank or a broker, signatures on such rights certificate must be guaranteed by an “eligible guarantor institution,” as such term is defined in Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended, subject to any standards and procedures adopted by the subscription agent. See “—Medallion Guarantee May Be Required.”
Missing or Incomplete Subscription Information
If you do not indicate the number of subscription rights being exercised, or the subscription agent does not receive the full subscription payment for the number of subscription rights that you indicate are being exercised, then you will be deemed to have exercised the maximum number of subscription rights that may be exercised with the aggregate subscription payment you delivered to the subscription agent. If we do not apply your full subscription payment to your purchase of shares of our common stock, any excess subscription payment received by the subscription agent will be returned, without interest, as soon as practicable.
Expiration Date and Extensions
The subscription period, during which you may exercise your subscription rights, expires at 5:00 p.m., New York City time, on [], 2013, which is the expiration of the rights offering. If you do not exercise your subscription rights before that time, your subscription rights will expire and will no longer be exercisable. We will not be required to issue shares of our common stock to you if the subscription agent receives your rights certificate or your subscription payment after that time, regardless of when the rights certificate and subscription payment were sent, unless you send the documents in compliance with the guaranteed delivery procedures described below. The period for exercising your subscription rights may be extended by the Rights Offering Committee in its discretion. We may extend the expiration date of the rights offering by giving oral or written notice to the subscription agent on or before the scheduled
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expiration date. If we elect to extend the expiration of the rights offering, we will issue a press release announcing such extension no later than 9:00 a.m., New York City time, on the next business day after the most recently announced expiration of the rights offering. We will extend the duration of the rights offering as required by applicable law or regulation and may choose to extend it if we decide to give investors more time to exercise their subscription rights in this rights offering.
Subscription Price
We engaged [] to act as our financial advisor in connection with the rights offering to provide, among other things, advice with respect to the structure and terms of the securitiesrights offering. We delegated full authority to a committee of our board of directors with respect to the pricing and other terms of the rights offering, which we refer to as the “Rights Offering Committee.” The Rights Offering Committee consists of Messrs. Cloues and Weller, each of whom is not affiliated with, and does not have a financial interest in, or material financial or business relationship with, any beneficial owner of more than 5% of our outstanding common stock. In determining the subscription price, the Rights Offering Committee considered a number of factors, including the likely cost of capital from other sources, the likelihood and timing of securing such other capital, the price at which our shareholders might be willing to participate in the rights offering, historical and current trading prices of the common stock and the desire to provide an opportunity to our shareholders to participate in the rights offering, as well as the recommendations of []. In conjunction with its review of these factors, the Rights Offering Committee also reviewed a range of discounts to market value represented by the subscription prices in various prior rights offerings of other public companies.
The subscription price is not necessarily related to our book value, results of operations, cash flows, financial condition or the future market value of our common stock. The market price of our common stock may decline during or after the rights offering, and you may not be able to sell the underlying shares of our common stock purchased in the rights offering at a price equal to or greater than the subscription price. See “Risk Factors—Risks Related to the Rights Offering—The market price of our common stock may decline before or after the subscription rights expire.” We do not intend to change the subscription price in response to changes in the trading price of our common stock before the closing of the rights offering. You should obtain a current quote for our common stock before deciding whether to exercise your subscription rights and make your own assessment of our business and financial condition, our prospects for the future and the terms of the rights offering.
Withdrawal and Termination; Extension
We may cancel or terminate the rights offering, as determined by the Rights Offering Committee in its discretion. The period for exercising your subscription rights may be extended by the Rights Offering Committee in its discretion.
Subscription Agent
The subscription agent for this offering is Registrar and Transfer Company. The address to which subscription documents and subscription payments (other than wire transfers) should be delivered is:
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By regular mail:
By registered, certified or express mail, by
overnight courier or by personal delivery:
Registrar and Transfer Company
Attn: Reorg/Exchange Dept
P.O. Box 645
Cranford, New Jersey 07016-0645
Registrar and Transfer Company
Attn: Reorg/Exchange Dept
10 Commerce Drive
Cranford, New Jersey 07016

If you deliver subscription documents or subscription payments in a supplementmanner different than that described in this prospectus, then we may not honor the exercise of your subscription rights.
You should direct any questions or requests for assistance concerning the method of subscribing for the shares of our common stock or for additional copies of this prospectus to the subscription agent, Registrar and Transfer Company, at (800) 368-5948.
Fees and Expenses
We will pay all fees charged by the subscription agent. You are responsible for paying any other commissions, fees, taxes or other expenses incurred in connection with the exercise of the subscription rights.
Medallion Guarantee May Be Required
Your signature on each subscription rights certificate must be guaranteed by an eligible institution, such as a member firm of a registered national securities exchange or a member of the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company having an office or correspondent in the United States, subject to standards and procedures adopted by the subscription agent, unless:
•  your subscription rights certificate provides that shares are to be delivered to you as record holder of those subscription rights; or
•  you are an eligible institution.
You can obtain a signature guarantee from a financial institution—such as a commercial bank, savings bank, credit union or broker dealer—that participates in one of the Medallion signature guarantee programs. The three Medallion signature guarantee programs are the following:
•  Securities Transfer Agents Medallion Program (STAMP), whose participants include more than 7,000 U.S. and Canadian financial institutions.
•  Stock Exchanges Medallion Program (SEMP), whose participants include the regional stock exchange member firms and clearing and trust companies.
•  New York Stock Exchange Medallion Signature Program (MSP) whose participants include NYSE member firms.
If a financial institution is not a member of a recognized Medallion signature guarantee program, it would not be able to provide signature guarantees. Also, if you are not a customer of a participating financial institution, it is likely the financial institution will not guarantee your signature. Therefore, the best source of a Medallion Guarantee would be a bank, savings and loan association, brokerage firm or credit union with whom you do business. The participating financial institution will use a Medallion
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imprint or stamp to guarantee the signature, indicating that the financial institution is a member of a Medallion signature guarantee program and is an acceptable signature guarantor.
Notice to Nominees
If you are a nominee holder that holds shares of our common stock for the account of others on the record date, you should notify the beneficial owners of the shares for whom you are the nominee of the rights offering as soon as possible to learn their intentions with respect to exercising their subscription rights. You should obtain instructions from the beneficial owner, as set forth in the instructions we have provided to you for your distribution to beneficial owners. If the beneficial owner so instructs, you should complete the appropriate rights certificate and submit it to the subscription agent with the proper subscription payment. If you hold shares of our common stock for the account(s) of more than one beneficial owner, you may exercise the number of subscription rights to which all beneficial owners in the aggregate otherwise would have been entitled had they been direct holders of our common stock on the record date, provided that you, as a nominee record holder, make a proper showing to the subscription agent by submitting the form entitled “Nominee Holder Certification,” which is provided with your rights offering materials. If you did not receive this prospectus. Accordingly,form, you should contact the subscription agent to request a copy.
Beneficial Owners
If you are a beneficial owner of shares of our common stock or will receive your subscription rights through a nominee, we will ask your nominee to notify you of the rights offering. If you wish to exercise your subscription rights, you will need to have your nominee act for you. If you hold certificates of our common stock directly and would prefer to have your broker, custodian bank or other nominee act for you, you should contact your nominee and request it to effect the transactions for you. To indicate your decision with respect to your subscription rights, you should complete and return to your nominee the form entitled “Beneficial Owner Election.” You should receive this form from your nominee with the other rights offering materials. If you wish to obtain a descriptionseparate subscription rights certificate, you should contact your nominee as soon as possible and request that a separate subscription rights certificate be issued to you. You should contact your nominee if you do not receive this form, but you believe you are entitled to participate in the rights offering. We are not responsible if you do not receive the form from your nominee or if you receive it without sufficient time to respond.
Guaranteed Delivery Procedures
If you wish to exercise subscription rights, but you do not have sufficient time to deliver the rights certificate evidencing your subscription rights to the subscription agent before the expiration of the rights offering, you may exercise your subscription rights by the following guaranteed delivery procedures:
•  deliver to the subscription agent before the expiration of the rights offering the subscription payment for each share you elected to purchase pursuant to the exercise of subscription rights in the manner set forth above under “—Payment Method”;
•  deliver to the subscription agent before the expiration of the rights offering the form entitled “Notice of Guaranteed Delivery”; and
•  deliver the properly completed rights certificate evidencing your subscription rights being exercised and the form entitled “Nominee Holder Certification,” if applicable, with any required signatures guaranteed, to the subscription agent within three (3) business days following the date you submit your Notice of Guaranteed Delivery.
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Your Notice of Guaranteed Delivery must be delivered in substantially the same form provided with the “Form of Instructions for Use of AMREP Corporation Subscription Rights Certificates,” which will be distributed to you with your rights certificate. Your Notice of Guaranteed Delivery must include a signature guarantee from an eligible institution, acceptable to the subscription agent. A form of that guarantee is included with the Notice of Guaranteed Delivery.
In your Notice of Guaranteed Delivery, you must provide:
•  your name;
•  the number of subscription rights represented by your rights certificate, the number of shares of our common stock for which you are subscribing under your basic subscription right, and the number of shares of our common stock for which you are subscribing under your over-subscription privilege, if any; and
•  your guarantee that you will deliver to the subscription agent a rights certificate evidencing the subscription rights you are exercising within three (3) business days following the date the subscription agent receives your Notice of Guaranteed Delivery.
You may deliver your Notice of Guaranteed Delivery to the subscription agent in the same manner as your rights certificate at the address set forth above under “—Subscription Agent.” You may alternatively transmit your Notice of Guaranteed Delivery to the subscription agent by facsimile transmission at []. To confirm facsimile deliveries, you may call (800) 368-5948.
The subscription agent will send you additional copies of the form of Notice of Guaranteed Delivery if you need them. You should call the subscription agent at (800) 368-5948 to request additional copies of the form of Notice of Guaranteed Delivery.
Transferability of Subscription Rights
The subscription rights granted to you are not transferable and, therefore, you may not sell, transfer or assign your subscription rights to anyone.
Validity of Subscriptions
We will resolve all questions regarding the validity and form of the exercise of your subscription rights, including time of receipt and eligibility to participate in the rights offering. In resolving all such questions, we will review the relevant facts, if necessary, consult with our legal advisors, and we may request input from the relevant parties. Our determination will be final and binding. Once made, subscriptions and directions are irrevocable, even if you later learn information that you consider to be unfavorable to the exercise of your subscription rights and even if the rights offering is extended. We will not accept any alternative, conditional or contingent subscriptions or directions. We reserve the absolute right to reject any subscriptions or directions not properly submitted or the acceptance of which would be unlawful. You must resolve any irregularities in connection with your subscriptions before the subscription period expires, unless waived by us in our sole discretion. Neither we nor the subscription agent will be under any duty to notify you or your representative of defects in your subscriptions. A subscription will be considered accepted, subject to our right to withdraw or terminate the rights offering, only when a properly completed and duly executed rights certificate and any other required documents and the full subscription payment have been received by the subscription agent. Our interpretations of the terms and conditions of the rights offering will be final and binding.
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Escrow Arrangements; Return of Funds
The subscription agent will hold funds received in payment for shares of our common stock in a segregated account pending completion of the rights offering. The subscription agent will hold this money in escrow until the rights offering is completed or is withdrawn and canceled. If the rights offering is canceled for any class or seriesreason, all subscription payments received by the subscription agent will be returned, without interest, as soon as practicable.
Shareholder Rights
You will have no rights as a holder of securities other thanthe shares of our common stock you purchase in the rights offering, if any, until certificates representing the shares of our common stock are issued to you. You will have no right to revoke your subscriptions after you deliver your completed rights certificate, the full subscription payment and any other required documents to the subscription agent.
Foreign Shareholders
We will not mail this prospectus or rights certificates to shareholders with addresses that are outside the United States. The subscription agent will hold these rights certificates for their account. To exercise subscription rights, our foreign shareholders must refernotify the subscription agent prior to both11:00 a.m., New York City time, at least three business days before the prospectus supplement relating to that class or series and the descriptionexpiration of the securities described in this prospectus. rights offering and demonstrate to the satisfaction of the subscription agent that the exercise of such subscription rights does not violate the laws of the jurisdiction of such shareholder.
No Revocation or Change
Once you submit the form of rights certificate to exercise any subscription rights, you are not allowed to revoke or change the exercise or request a refund of monies paid. All exercises of subscription rights are irrevocable, even if you later learn information that you consider to be unfavorable to the exercise of your subscription rights and even if the rights offering is extended. You should not exercise your subscription rights unless you are certain that you wish to purchase additional shares of our common stock at the subscription price.
Regulatory Limitation
We will also includenot be required to issue to you shares of our common stock pursuant to the rights offering if, in our opinion, you are required to obtain prior clearance or approval from any state or federal regulatory authorities to own or control such shares and if, at the prospectus supplement information, where applicable, about material United Statestime the rights offering expires, you have not obtained such clearance or approval.
U.S. Federal Income Tax Treatment of Rights Distribution
For U.S. federal income tax considerations relatingpurposes, you generally should not recognize income or loss in connection with the receipt or exercise of subscription rights. You are urged to consult your own tax advisor as to your particular tax consequences resulting from the receipt and exercise of subscription rights and the receipt, ownership and disposition of our common stock. For further information, please see “Material U.S. Federal Income Tax Consequences.”
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No Recommendation to Holders of Subscription Rights
We are making no recommendation regarding your exercise of the subscription rights. You are urged to make your decision based on your own assessment of our business and the rights offering. Please see “Risk Factors” for a discussion of some of the risks involved in investing in our common stock through the rights offering and in investing further in the Company.

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MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES
This section describes the material U.S. federal income tax consequences of the receipt and exercise or expiration of the subscription rights acquired through the rights offering and the receipt, ownership and sale of shares of our common stock received upon exercise of the basic subscription right or, if applicable, the over-subscription privilege and, insofar as it relates to matters of federal income tax law and regulations on legal conclusions with respect thereto, constitutes the opinion of our tax counsel, Drinker Biddle & Reath LLP. This section is based upon the Internal Revenue Code of 1986, as amended, which we refer to as the “Code,” the Treasury Regulations promulgated under the Code, legislative history, judicial authority and published rulings, any of which may be changed, possibly retroactively, or interpreted differently by the U.S. Internal Revenue Service (which we refer to as the “IRS”) or a court, so as to result in U.S. federal income tax consequences different from those discussed below. We have not sought, and will not seek, a ruling from the IRS regarding this rights offering. This section does not address any tax consequences under foreign, state or local tax laws.
This section applies to you only if you are a U.S. holder (as defined below), acquire your subscription rights in the rights offering and hold your subscription rights, our common stock issued to you upon exercise of the basic subscription right and, if applicable, the over-subscription privilege as capital assets within the meaning of Section 1221 of the Code. This section does not apply to you if you are not a U.S. holder or if you are a member of a class of holders subject to special rules, including financial institutions, regulated investment companies, real estate investment trusts, dealers in securities or foreign currency, traders in securities that elect to use a mark-to-market method of accounting for securities holdings, tax-exempt organizations, insurance companies, persons liable for alternative minimum tax, holders of common stock as part of a hedge, straddle, conversion, constructive sale or other integrated security transaction, and persons whose functional currency is not the U.S. dollar.
You are a “U.S. holder” for purposes of this discussion if you are a beneficial owner of subscription rights or common stock and you are (i) an individual who is a citizen or resident of the United States, (ii) a corporation (or entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United Sates, any state thereof or the District of Columbia, (iii) an estate whose income is subject to U.S. federal income tax regardless of its source or (iv) a trust (a) if a U.S. court can exercise primary supervision over the trust’s administration and one or more U.S. persons are authorized to control all substantial decisions of the trust or (b) that has a valid election in effect to be treated as a U.S. person.
If an entity treated as a partnership for U.S. federal income tax purposes receives the subscription rights or holds the common stock received upon exercise of the subscription rights or, if applicable, the over-subscription privilege, the tax treatment of a partner in such a partnership generally will depend upon the status of the partner and the activities of the partnership. Such a partner or partnership is urged to consult its own tax advisor as to the securities. ToU.S. federal income tax consequences of receiving or exercising the subscription rights and acquiring, holding and disposing of our common shares.
YOU ARE URGED, IN ANY EVENT, TO CONSULT YOUR OWN TAX ADVISOR REGARDING THE SPECIFIC FEDERAL, STATE, LOCAL, FOREIGN INCOME AND OTHER TAX CONSIDERATIONS APPLICABLE TO YOU WITH RESPECT TO THE RECEIPT, SALE OR EXERCISE OF SUBSCRIPTION RIGHTS AND THE RECEIPT, OWNERSHIP AND DISPOSITION OF OUR COMMON STOCK.
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Receipt, Exercise and Expiration of Subscription Rights; Tax Basis and Holding Period of Shares Received upon Exercise of Subscription Rights
Receipt of Subscription Rights
You should not recognize taxable income for U.S. federal income tax purposes upon the receipt of subscription rights in the rights offering, and the following summary assumes you will qualify for such nontaxable treatment.
If, contrary to our expectation, the rights offering were not to qualify as nontaxable to you, you would be treated as receiving a taxable distribution equal to the fair market value of the subscription rights on their distribution date. The distribution would be taxed as a dividend to the extent made out of our current or accumulated earnings and profits; any excess would be treated first as a return of your basis in your common stock and then as a capital gain. You would receive a basis in the information containedrights equal to their fair market value on the distribution date, and expiration of them would result in a prospectus supplement differs fromcapital gain or loss for you.
Tax Basis and Holding Period in Subscription Rights
If the fair market value of the subscription rights you receive is less than 15% of the fair market value of your common stock on the date you receive your subscription rights, your subscription rights will be allocated a zero tax basis for U.S. federal income tax purposes unless you elect to allocate tax basis between your existing common stock and your subscription rights in proportion to the relative fair market values of the existing common stock and your subscription rights determined on the date of receipt of your subscription rights. If you choose to allocate tax basis between your existing common stock and your subscription rights, you must make this summary description,election on a statement included with your tax return for the taxable year in which you receive your subscription rights. Such an election is irrevocable.
If the fair market value of your subscription rights is 15% or more of the fair market value of your existing common stock on the date you receive your subscription rights, then you must allocate your tax basis in your existing common stock between your existing common stock and your subscription rights in proportion to the relative fair market values determined on the date you receive your subscription rights. The fair market value of the subscription rights on the date the subscription rights will be distributed is uncertain, and we have not obtained, and do not intend to obtain, an appraisal of the fair market value of the subscription rights on that date. In determining the fair market value of the subscription rights, you should relyconsider all relevant facts and circumstances, including any difference between the subscription price of the subscription rights and the trading price of our common stock on the informationdate that the subscription rights are distributed, the length of the period during which the subscription rights may be exercised and the fact that the subscription rights are not transferable.
Exercise or Expiration of Subscription Rights
You will not recognize any gain or loss upon the exercise of subscription rights received in the prospectus supplement.rights offering, and the tax basis of the shares of our common stock acquired through exercise of the subscription rights will equal the sum of the subscription price for the shares and your tax basis, if any, in the subscription rights. The holding period for the shares of our common stock acquired through exercise of the subscription rights will begin on the date the subscription rights are exercised.
 
If you allow subscription rights received in the rights offering to expire, you generally will not recognize any gain or loss upon the expiration of the subscription rights. If you have tax basis in the subscription rights and you allow the subscription rights to expire, the tax
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basis of our common stock owned by you with respect to which such subscription rights were distributed will be restored to the tax basis of such common stock immediately before the receipt of the subscription rights in the rights offering.
Sale of Shares of Our Common Stock and Receipt of Distributions on Shares of Our Common Stock
You will recognize capital gain or loss upon the sale of our common stock acquired through the exercise of subscription rights in an amount equal to the difference between the amount realized and your tax basis in our common stock. The securities offeredcapital gain or loss will be long-term if your holding period in the shares is more than one year. Long-term capital gains recognized by this prospectusindividuals currently are taxable at a maximum rate of 20%, although those gains may also be offered in amounts,subject to the additional Medicare tax described below. Long-term capital gains recognized by corporations are taxable at pricesordinary corporate tax rates. If you have held your shares of our common stock for twelve months or less, your capital gain or loss will be short-term. Short-term capital gains are taxed at the same maximum rate as ordinary income. Your ability to use any capital loss is subject to certain limitations.
Distributions, if any, on shares of our common stock acquired through the exercise of subscription rights will be taxable to you as a dividend to the extent of our current or accumulated earnings and on terms to be determinedprofits at the time of the offering. The aggregate initial offering pricedistribution. Dividends received by corporate holders of securities offeredour common stock are taxable at ordinary corporate tax rates subject to any applicable dividends-received deduction. Dividends received by us under this prospectusnoncorporate holders of our common stock are taxed at the holder’s capital gain tax rate (a maximum rate of 20%), provided that the holder meets applicable holding period and other requirements, plus, in some cases, the additional Medicare tax discussed below. Any distributions in excess of our current and accumulated earnings and profits will not exceed $150,000,000. The selling securityholder may also offerbe treated as a tax-free return of basis, and sell up to an additional 450,000any further distributions in excess of your tax basis in our common stock will be treated as gain from the sale or exchange of such common stock. Your tax basis in any property you receive as a distribution on shares of our common stock will be the property’s fair market value (regardless of whether the distribution is treated as a dividend, as a tax-free return of basis or as gain from the sale or exchange of our common stock).
For taxable years beginning after December 31, 2012, certain U.S. holders that are individuals, estates or trusts are subject to an additional 3.8% Medicare tax (which we refer to as the “additional Medicare tax”) on investment income. For individual U.S. holders, the additional Medicare tax applies to the lesser of (1) “net investment income” and (2) the excess of “modified adjusted gross income” over $200,000 ($250,000 if married and filing jointly or $125,000 if married and filing separately). “Net investment income” generally equals the taxpayer’s gross investment income reduced by allocable deductions. Investment income generally includes dividends and capital gains.
Information Reporting and Backup Withholding
You may be subject to information reporting or backup withholding with respect to dividend payments on or the gross proceeds from the disposition of our common stock acquired through the exercise of subscription rights. Backup withholding may apply under this prospectus. These summariescertain circumstances if you (1) fail to furnish your social security or other taxpayer identification number, which we refer to as a “TIN,” (2) furnish an incorrect TIN, (3) fail to report interest or dividends properly or (4) fail to provide a certified statement, signed under penalty of perjury, that the TIN provided is correct, that you are not meantsubject to bebackup withholding and that you are a complete descriptionU.S. person. Any amount withheld from a payment under the backup withholding rules is allowable as a credit against (and may entitle you to a refund with respect to) your U.S. federal income tax liability, provided that the required information is furnished to the IRS. Certain persons are exempt from backup withholding, including corporations and financial institutions.

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MARKET INFORMATION
Our common stock trades on the New York Stock Exchange under the trading symbol “AXR.” On March 31, 2013, there were 799 record holders of each security.our common stock. This number does not include the number of persons or entities that hold stock in nominee or street name through various brokerage firms, banks and other nominees. On April 9, 2013, the last closing sale price reported on the New York Stock Exchange for our common stock was $11.31 per share.
The following table sets forth the high and low sale prices of our common stock on the New York Stock Exchange:
  
Price Range
 
  
High
  
Low
 
Fiscal 2011      
First Quarter $15.32  $11.90 
Second Quarter $13.89  $9.96 
Third Quarter $14.62  $9.64 
Fourth Quarter $13.07  $9.35 
         
Fiscal 2012        
First Quarter $10.19  $8.60 
Second Quarter $8.95  $6.06 
Third Quarter $8.74  $5.64 
Fourth Quarter $8.99  $6.00 
         
Fiscal 2013        
First Quarter $8.17  $5.80 
Second Quarter $10.40  $4.80 
Third Quarter $15.77  $6.30 
Fourth Quarter (through April 9, 2013) $12.46  $8.05 


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DIVIDEND HISTORY
We have not paid cash dividends on our common stock since fiscal year 2008. We paid cash dividends of $1.00 per share of common stock, or $6.6 million, for fiscal year 2008, and $0.85 per share of common stock, or $5.6 million, for fiscal year 2007. We currently do not anticipate paying any cash dividends in the foreseeable future. We intend to retain future earnings for use in the operation and expansion of our business.


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DESCRIPTION OF CAPITAL STOCK
 
The following is a general description of our capital stock. For a more detailed description and the complete terms of these securities, you should read our certificate of incorporation, as amended from time to time, and our by-laws, as amended from time to time.time, which are incorporated by reference as exhibits to the registration statement of which this prospectus forms a part. The Oklahoma General Corporation Act, (“OGCA”)which we refer to as OGCA, may also affect the terms of these securities.
Authorized Capital Stock
 
We are authorized to issue a total of 20,000,000 shares of capital stock, consisting entirely of common stock, par value $0.10$.10 per share. As of April 2, 2007,March 31, 2013, there were 6,653,6125,996,212 shares of common stock issued and outstanding.
Common Stock
 General.
General. Each share of our common stock has the same rights and privileges. Holders of our common stock do not have any preferences or any preemptive, conversion or exchange rights. All of our outstanding shares of common stock are fully paid and nonassessable. Our common stock is listed on the New York Stock Exchange under the symbol “AXR.”
 
Voting Rights.Rights. The holders of our common stock are entitled to vote upon all matters submitted to a vote of our shareholders and are entitled to one vote for each share of common stock held. Our amended certificate of incorporation and by-laws do not provide for cumulative voting.
 Dividends.
Dividends. The holders of our common stock are entitled to participate ratably in dividends payable in cash, stock or otherwise, as may be declared by our board of directors out of any funds legally available for the payment of dividends.
 
Liquidation and Distribution.Distribution. If we voluntarily or involuntarily liquidate, dissolve or wind-up, or upon any distribution of our assets, the holders of our common stock will be entitled to receive all of the assets remaining after payment of liabilities and amounts owed to creditors, equally and ratably in proportion to the number of shares of common stock held by them.
Certain Charter and By-lawBy-Law Provisions; Oklahoma Law
 
Some sections of our amended certificate of incorporation and amended by-laws and provisions of Oklahoma law may discourage certain transactions involving a change in control of our company.
 
Special Meetings. Our amended by-laws provide that special meetings of our shareholders may be called only by the chairman of the board, the president or a majority of the members of the board of directors. This provision may make it more difficult for shareholders to take actions opposed by the board of directors.
 
Classified Boardboard of Directorsdirectors. Our amended certificate of incorporation and amended by-laws contain provisions that classify our board of directors into three classes, with one class being elected each year. Because our amended certificate of incorporation and amended by-laws do not otherwise provide, Section 1027 of the OGCA permits the removal of any member

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of our board of directors only for cause. These provisions could impede a merger, takeover or other business combination involving us or discourage a potential acquirer from making a tender offer for our common stock.
 
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No Cumulative Voting. The OGCA provides that shareholders are not entitled to cumulate votes in the election of directors unless our certificate of incorporation provides otherwise. Our amended certificate of incorporation does not expressly provide for cumulative voting. Under cumulative voting, minority shareholders holding a sufficient percentage of a class of shares may be able to ensure the election of one or more directors.
 
Amendment of By-laws. Our amended certificate of incorporation permits our board of directors to adopt, amend and repeal our by-laws. Our amended by-laws do not permit shareholders to amend the bylaws.
 
Certain Business Combinations and Transactions with “interested shareholders.”Our amended certificate of incorporation prohibits us from:
1.  engaging in a merger or consolidation with an “interested shareholder” or affiliate of an interested shareholder;
2.  selling, leasing, exchanging, mortgaging, pledging or transferring assets valued in excess of $5 million to, or with, an interested shareholder or affiliate;
3.  issuing to an interested shareholder or affiliate our shares or shares of our subsidiaries with a value in excess of $5 million;
4.  adopting a plan or proposal for liquidation or dissolution advanced by an interested shareholder or affiliate of an interested shareholder, or
5.  reclassifying, recapitalizing, entering into a merger or consolidation of our subsidiaries, or entering into any other transaction that has the effect, directly or indirectly, of increasing the proportionate share of outstanding shares held by an interested shareholder or affiliate of an interested shareholder
unless, in each case, such transaction is approved by the holders of at least two-thirds of the then outstanding shares of our common stock. This provision, however, does not apply to any of the above transactions if:
 1.(a)the shareholders would not receive cash or any other consideration (including retaining their common stock in a transaction in which we survive) in their capacities as shareholders and, before the transaction, at least 75% of the board of directors has approved the transaction, or
 2.(b)(i) the shareholders would receive cash or other consideration, (ii)and either (i) before the transaction, at least 75% of the board of directors approved the transaction, and (iii)or (ii) all of the conditions set forth in the following subclauses (A) through (F) shall have been met:
(A)  the price per share of our common stock meets certain minimums as specified in our by-laws;certificate of incorporation;
(B)  the consideration is cash or whatever form of consideration that the interested shareholder used to acquire our common stock (or the largest block of our common stock if acquired in a series of transactions);
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(C)  since becoming an interested shareholder and until the consummation of the proposed transaction there have been (1) no reduction in dividends and (2) appropriate increases to dividends to reflect any reclassifications, recapitalizations, reorganizations or any similar transactions, unless in the case of (1) or (2) the alternative has been approved by at least 75% of our board of directors;
(D)  since becoming an interested shareholder and until the consummation of the proposed transaction the interested shareholder has not acquiredbecome the beneficial ownershipowner of additional shares, except as the result of a dividend or stock split;
(E)  since becoming an interested shareholder and until the proposed transaction the interested shareholder has not received benefit, directly or indirectly, of any loans, advances, guarantees pledges or other financial assistance or any tax credits or other tax advantages from us; and

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(F)  a proxy or information statement complying with the requirements of the Exchange Act describing the proposed transaction is mailed to our other shareholders, regardless of whether such proxy or information statement is required under the Exchange Act.
Under our amended certificate of incorporation, an “interested shareholder” is defined, generally, as any person who or which (i) is the beneficial owner, directly or indirectly, of 10% or more of our outstanding common stock; (ii) is an affiliate of our company, and at any time within the two-year period immediately prior to the date of determination of “interested shareholder” status, was the beneficial owner, directly or indirectly, of 10% or more of our then outstanding common stockstock; or (iii) is an assignee of or has otherwise succeeded to any shares of our common stock which were at any time within the two-year period immediately prior to the date of determination of “interested shareholder” status beneficially owned by an interested shareholder, if such assignment or succession occurred in the course of a transaction or series of transactions not involving a public offering within the meaning of the Securities Act.
Our board of directors unanimously approved the Rights Offering. As a result, any possible increase in percentage ownership by any “Interested Shareholder” through the exercise of subscription rights through the Rights Offering would not be prohibited under our certificate of incorporation.
Under the OGCA, mergers, consolidations, and sales of substantially all of the assets of an Oklahoma corporation must generally be approved by a vote of the holders of a majority of the outstanding shares of stock entitled to vote thereon. We are subject to Section 1090.3 of the Oklahoma General Corporation Act, however, which restricts certain transactions between an Oklahoma corporation (or its majority owned subsidiaries) and a holder of 15% or more of the corporation’s outstanding voting stock, together with affiliates or associates thereof (excluding persons who were 15% shareholders on September 1, 1991, or who become such by action of the corporation alone), which is referred to as an “interested shareholder.” For a period of three years following the date that a shareholder became an interested shareholder, Section 1090.3 prohibits the following types of transactions between the corporation and the interested shareholder (unless certain conditions, described below, are met): (i) mergers or consolidations; (ii) sales, leases, exchanges or other transfers of 10% or more of the aggregate assets of the corporation; (iii) issuances or transfers by the corporation of any stock of the corporation that would have the effect of increasing the interested shareholder’s proportionate share of the stock of any class or series of the corporation; (iv) receipt by the interested shareholder of the benefit, except
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proportionately as a shareholder of the corporation, of loans, advances, guarantees, pledges or other financial benefits provided by the corporation; and (v) any other transaction which has the effect of increasing the proportionate share of the stock of any class or series of the corporation that is owned by the interested shareholder. This restriction does not apply if: (1) before such person became an interested shareholder, the board of directors approved the transaction in which the interested shareholder becomes an interested shareholder or approved the business combination; or (2) upon consummation of the transaction which resulted in the shareholder becoming an interested shareholder, the interested shareholder owned at least 85% of the voting stock outstanding at the time the transaction commenced, excluding for purposes of determining the number of shares outstanding, those shares owned by (i) persons who are directors and also officers, and (ii) employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or (3) the business combination is approved by the board of directors and authorized at an annual or special meeting of shareholders, and not by written consent, by the affirmative vote of at least two-thirds of the outstanding voting stock which is not owned by the interested shareholder. We may exempt ourselves from the requirements of the statute by adopting an amendment to our certificate of incorporation.
Transfer Agent and Registrar
 
The transfer agent and registrar for any shares of our common stock will be set forth in the applicable prospectus supplement.
DESCRIPTION OF DEBT SECURITIESis Registrar and Transfer Company and its telephone number is (800) 368-5948.
 The following is a general description of the debt securities which we may issue from time to time. The particular terms relating to each debt security will be described in the applicable prospectus supplement.
New York Exchange Listing
 The debt securities will be our direct obligations and will either be senior debt securities or subordinated debt securities. The senior debt securities will rank equally with all of our other senior and unsubordinated debt. The subordinated debt securities will have a junior position to all of our senior debt. The senior debt securities will be issued under a senior indenture and the subordinated debt securities will be issued under a subordinated indenture, each between us and the trustee named in the applicable prospectus supplement This prospectus sometimes refers to the senior indenture and the subordinated indenture collectively as the “Indentures.”
     The statements and descriptions in this prospectus or in any prospectus supplement regarding provisions of the Indentures and debt securities are summaries thereof, do not purport to be complete and are subject to and qualified in their entirety by reference to, all of the provisions of the Indentures (and any amendments or supplements thereto entered into from time to time which are permitted under each Indenture) and the debt securities, including the definitions of certain terms contained therein.
Terms Applicable to Debt Securities
No Limit on Debt Amounts.The Indentures do not limit the aggregate principal amount of debt securities which can be issued under the Indentures. These amounts are set from time to time by our Board of Directors.
Prospectus Supplements.The applicable prospectus supplement will summarize the specific terms for the debt securities and the related offering including, with respect to each series of debt securities, some or all of the following:
the title and form of the securities including whether the debt securities are senior debt securities or subordinated debt securities;
the offering price;
any limit on the aggregate principal amount of the debt securities that may be issued;
the maturity date or dates of the debt securities;
the rate or rates of interest, if any, which may be fixed or variable, at which the debt securities will bear interest or the method of determining such rate or rates, if any;
the date or dates on which interest will accrue, or how the dates will be determined, the interest payment dates and any related record dates;

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the place or places where debt securities may be surrendered for registration of transfer or for exchange, where notices and demands to or upon us in respect of the debt securities and the Indentures may be served and where notices to holders will be published;
the terms and conditions on which the debt securities may be redeemed, in whole or in part, at our option;
our obligation, if any, to redeem, repay or purchase debt securities by making periodic payments to a sinking fund or through an analogous provision or at the option of holders of the debt securities, and the period or periods within which and the price or prices at which we will redeem, repay or purchase the debt securities, in whole or in part, pursuant to such obligation and the other terms and conditions of such obligation;
the currency or currencies in which the debt securities will be denominated or payable, if other than U.S. dollars;
any index, formula or other method by which payments on the debt securities will be determined, and any special voting or defeasance provisions in connection with a determination, if the amount of payments are to be determined with reference to an index, formula or other method;
the persons to whom payments of interest will be made;
any provisions granting special rights to holders when a specified event occurs;
any changes to or additional events of defaults or covenants;
any special tax implications of the debt securities, including under what circumstances, if any, and with what procedures and documentation we will pay additional amounts on the debt securities held by a non-U.S. person in respect of taxes, assessments or similar charges withheld or deducted and, if so, the terms related to any option we will have to redeem those debt securities rather than pay those additional amounts;
whether or not the debt securities will be issued in global form and who the depository will be;
any restrictions on the registration, transfer or exchange of the debt securities;
the terms, if any, on which a series of debt securities may be convertible into or exchangeable for our common stock or other debt securities, including provisions as to whether conversion or exchange is mandatory, at the option of the holder or at our option;
if the debt securities are convertible or exchangeable, the events or circumstances which will result in adjustments to the conversion or exchange price and the formulae for determining the adjusted price;
whether the debt securities are secured or unsecured, and if secured, the amount and form of the security and related terms;
any trustees, authenticating or paying agents, transfer agents or registrars, or other agents with respect to the debt securities;
any limitation on our ability to incur debt, redeem stock, sell our assets or other restrictions;
the subordination terms of any subordinated debt securities; and
the portion, or methods of determining the portion, of the principal amount of the debt securities which we must pay upon the acceleration of the maturity of the debt securities in connection with an Event of Default (as described below), if other than the full principal amount.
     A series of debt securities may be issued under the relevant Indenture as original issue discount securities, which are securities that are offered and sold at a substantial discount from their stated principal amount. In addition, debt securities offered and sold at their stated principal amount may under some circumstances, pursuant to applicable Treasury Regulations, be treated as issued at an original issue discount for federal income tax purposes. Federal income tax consequences and other special considerations applicable to any such original issue discount securities (or other debt securities treated as issued at an original issue discount) will be described in the prospectus supplement relating to those securities.
     Unless otherwise specified in the applicable prospectus supplement, debt securities will not be listed on any securities exchange and will be issued in fully-registered form without coupons.
Covenants.We will agree in the Indentures to:
pay the principal, interest and any premium on the debt securities when due;

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maintain an office or agency, where debt securities may be surrendered for registration of transfer or for exchange and where notices and demands to or upon us in respect of the debt securities and the relevant Indenture(s) may be served;
prepare and file or deliver certain reports, as more fully specified in the relevant Indenture, with the trustee under the relevant Indenture, the SEC, and/or registered holders of debt securities, as the case may be;
deliver to the trustee under the relevant Indenture, as more fully specified in that Indenture, officers’ certificates relating to our compliance under the relevant Indenture and the occurrence of any default or event of default under that Indenture;
file with the trustee under the relevant Indenture and the SEC, in accordance with, and as may be required by, the rules and regulations prescribed from time to time by the SEC, the additional information, documents and reports with respect to compliance by our company with the conditions and covenants provided for in the relevant Indenture;
unless our board of directors determines that it is no longer desirable in the conduct of our business and our subsidiaries, taken as a whole, and that there will be no adverse impact in any material respect to the holders of debt securities, subject to those exceptions as more fully specified in the relevant Indenture, do or cause to be done all things necessary to preserve and keep in full force and effect our corporate existence, and the corporate, partnership or other existence of each of our significant subsidiaries, in accordance with their respective organizational documents; and
not at any time to seek application of any applicable stay, extension or usury law that may affect the covenants or the performance under the Indentures.
Subordination.The prospectus supplement relating to any offering of subordinated debt securities will describe the specific subordination provisions applicable to those securities. However, unless otherwise noted in the prospectus supplement, subordinated debt securities will be subordinate and junior in right of payment to any existing Senior Indebtedness. Under the subordinated Indenture, “Senior Indebtedness” may mean all amounts due on obligations in connection with any of the following, whether outstanding at the date of execution of the subordinated Indenture, or thereafter incurred or created:
the principal of (and premium, if any) and interest due on our indebtedness for borrowed money and indebtedness evidenced by securities, debentures, bonds or other similar instruments issued by us;
all of our capital lease obligations;
any of our obligations as lessee under leases required to be capitalized on the balance sheet of the lessee under generally accepted accounting principles;
all of our obligations for the reimbursement of any letter of credit, banker’s acceptance, security purchase facility or similar credit transaction;
all of our obligations in respect of interest rate swap, cap or other agreements, interest rate future or options contracts, currency swap agreements, currency future or option contracts and other similar agreements;
all obligations of the types referred to above of other persons for the payment of which we are responsible or liable as obligor, guarantor or otherwise; and
all obligations of the types referred to above of other persons secured by any lien on any property or asset of ours (whether or not such obligation is assumed by us).
However, Senior Indebtedness will not include:
any indebtedness which expressly provides that such indebtedness shall not be senior in right of payment to the subordinated debt securities, or that such indebtedness shall be subordinated to any other of our indebtedness, unless such indebtedness expressly provides that such indebtedness shall be senior in right of payment to the subordinated debt securities;
any of our indebtedness in respect of the subordinated debt securities;
any indebtedness or liability for compensation to employees, for goods or materials purchased in the ordinary course of business or for services;
any of our indebtedness to any of our subsidiaries or other affiliates; and

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any liability for federal, state, local or other taxes owed or owing by us.
     Senior Indebtedness shall continue to be Senior Indebtedness and be entitled to the benefits of the subordination provisions irrespective of any amendment, modification or waiver of any term of such Senior Indebtedness.
     Unless otherwise provided in the applicable prospectus supplement, if we default in the payment of any principal of (or premium, if any) or interest on any Senior Indebtedness when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise, then, unless and until such default is cured or waived or ceases to exist, we will make no direct or indirect payment (in cash, property, securities, by set-off or otherwise) in respect of the principal of or interest on the subordinated debt securities or in respect of any redemption, retirement, purchase or other requisition of any of the subordinated debt securities.
     In the event of the acceleration of the maturity of any subordinated debt securities, the holders of all senior debt securities outstanding at the time of such acceleration, subject to any security interest, will first be entitled to receive payment in full of all amounts due on the senior debt securities before the holders of the subordinated debt securities will be entitled to receive any payment of principal (and premium, if any) or interest on the subordinated debt securities.
     If any of the following events occurs, we will pay in full all Senior Indebtedness before we make any payment or distribution under the subordinated debt securities, whether in cash, securities or other property, to any holder of subordinated debt securities:
any dissolution or winding-up or liquidation or reorganization of our company, whether voluntary or involuntary or in bankruptcy, insolvency or receivership;
any general assignment by us for the benefit of creditors; or
any other marshaling of our assets or liabilities.
     In such event, any payment or distribution under the subordinated debt securities, whether in cash, securities or other property, which would otherwise (but for the subordination provisions) be payable or deliverable in respect of the subordinated debt securities, will be paid or delivered directly to the holders of Senior Indebtedness in accordance with the priorities then existing among such holders until all Senior Indebtedness has been paid in full. If any payment or distribution under the subordinated debt securities is received by the trustee or holder of any subordinated debt securities in contravention of any of the terms of the subordinated Indenture, and such trustee or holder has actual knowledge that such payment or distribution is prohibited, and before all the Senior Indebtedness has been paid in full, such payment or distribution or security will be received in trust for the benefit of, and paid over or delivered and transferred to, the holders of the Senior Indebtedness at the time outstanding in accordance with the priorities then existing among such holders for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all such Senior Indebtedness in full.
     The subordinated Indenture does not limit the issuance of additional Senior Indebtedness.
Events of Default.Unless the applicable prospectus supplement specifies otherwise, the following are events of default under the Indentures with respect to each series of debt securities:
our failure to pay the principal or premium (if any) on any debt security of such series when due, regardless of whether such payment became due because of maturity, redemption, acceleration or otherwise, or is required by any sinking fund established with respect to such series;
our failure to pay any interest on any debt security of such series within 30 days following the due date;
our failure to observe or perform any other covenant, representation, warranty or other agreement in the Indenture applicable to such debt securities series and that failure continues for 90 days after we receive notice of such failure; and
certain events of bankruptcy, insolvency or reorganization occur, whether voluntary or not.
     The prospectus supplement for a particular series may describe additional or different events of default that apply to that series. An event of default with respect to one series of debt securities does not necessarily constitute an event of default with respect to any other series of debt securities.
     If a default or an event of default occurs and is continuing, and if a responsible officer of the trustee under the applicable Indenture has actual knowledge thereof, the trustee will mail to the holders of debt securities of the affected series a notice to

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that effect within 90 days after it occurs. Except in the case of a default in the payment of principal or interest, the trustee under the applicable Indenture may withhold notice if and so long as a committee of the trustee’s responsible officers in good faith determines that withholding the notice is in the interests of the holders of debt securities of the affected series.
     Any past default under the applicable Indenture with respect to debt securities of any series, and any event of default arising therefrom, may be waived by the holders of a majority in principal amount of all debt securities of such series outstanding under such Indenture, except in the case of (i) default in the payment of the principal of (or premium, if any) or interest on any debt securities of such series or (ii) default in respect of a covenant or provision which may not be amended or modified without the consent of the holder of each outstanding debt security of such series affected.
     The trustee, subject to its duties during default to act with the required standard of care, may require indemnification by the holders of the debt securities of any series with respect to which a default has occurred before proceeding to exercise any right or power under the Indentures at the request of the holders of the debt securities of such series. Subject to such right of indemnification and to certain other limitations, the holders of a majority in principal amount of the outstanding debt securities of any series under the applicable Indenture may direct the time, method and place of conducting any proceeding for any remedy available to the trustee, or exercising any trust or power conferred on the trustee with respect to the debt securities of such series, provided that such direction shall not be in conflict with any rule of law or with the applicable Indenture and the trustee may take any other action deemed proper by the trustee which is not inconsistent with such direction.
     No holder of a debt security of any series may institute any action against us under any Indenture (except actions for payment of overdue principal of (and premium, if any) or interest on such debt security or for the conversion or exchange of such debt security in accordance with its terms) unless (i) the holder has given to the trustee written notice of an event of default and of the continuance thereof with respect to the debt securities of such series specifying an event of default, as required under the applicable Indenture; (ii) the holders of at least 25% in aggregate principal amount of the debt securities of that series then outstanding under such Indenture shall have requested the trustee to institute such action and offered to the trustee indemnity reasonably satisfactory to it against the costs, expenses and liabilities to be incurred in compliance with such request; (iii) the trustee shall not have instituted such action within 60 days of such request and (iv) no direction inconsistent with such written request has been given to the trustee during such 60-day period by the holders of a majority in principal amount of the debt securities of that series.
     We will periodically file statements with the trustees regarding our compliance with the covenants in the Indentures.
Consolidation, Merger and Sale of Assets.We will not consolidate or merge into any other corporation, or sell to any other corporation other than a direct or indirect wholly-owned subsidiary of ours, and no corporation may merge or consolidate into us or, except for any direct or indirect wholly-owned subsidiary of ours, sell, assign, transfer, lease or convey all or substantially all of its properties and assets to us, unless:
we are the surviving entity; or
the successor or surviving entity expressly assumes all of our obligations under the debt securities and the Indentures pursuant to supplemental indentures in forms reasonably satisfactory to the trustee(s) under the relevant Indentures and either (A) is organized or existing under the laws of the United States of America, any state thereof or the District of Columbia or (B) if not organized in any such jurisdiction, then (1) the successor or surviving entity agrees to be subject to the service of process laws of the State of New York, and (2) under the laws of its jurisdiction of organization, payments on the securities would not be subject to withholding tax; and, in any case,
immediately after giving effect to such transaction, no event of default and no event which, after notice or lapse of time, or both, would become an event of default, will have occurred and be continuing.
     Upon any consolidation, merger or transfer, the successor will be substituted for us under the Indentures. In the case of a sale of all of our assets that meets the requirements stated in the immediately preceding paragraph, we will be relieved of all obligations and covenants under the Indenture and the debt securities.
Legal Defeasance and Covenant Defeasance.Unless otherwise indicated in the applicable prospectus supplement, we may discharge or defease our obligations under the Indentures as set forth below.
     We may discharge certain obligations to holders of any series of debt securities issued under the Indentures that have not already been delivered to the trustee for cancellation and that have either become due and payable or are by their terms due and payable within one year (or scheduled for redemption within one year) by irrevocably depositing with the trustee cash in U.S. dollars sufficient to pay and discharge the entire indebtedness on such debt securities not previously delivered to the trustee for cancellation, for principal and any premium and interest to the date of such deposit (in the case of debt securities

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which have become due and payable) or to the stated maturity or redemption date, as the case may be, and we have paid all other sums payable under the applicable Indenture.
     If indicated in the applicable prospectus supplement, we may elect with respect to a series of debt securities at our option and subject to the satisfaction of the conditions described below, either (i) to be deemed to have paid and discharged the entire indebtedness represented by the outstanding debt securities of the applicable series and to have satisfied all of our other obligations under the debt securities of the applicable series and under the provisions of the relevant Indenture (except as otherwise provided in the relevant Indenture) (“legal defeasance”) or (ii) to be released from our obligations under the relevant Indenture with respect to certain covenants applicable to the debt securities of or within any series (“covenant defeasance”).
     We can exercise legal or covenant defeasance if we satisfy the following conditions:
we must irrevocably deposit with the applicable Indenture trustee (or another trustee meeting certain eligibility requirements and agreeing to be bound by the applicable provisions of the relevant Indenture), in trust, for the benefit of the holders of the applicable series of debt securities;
cash in United States dollars,
non-callable and non-redeemable direct obligations of the United States of America or of an agency or instrumentality controlled or supervised by the United States of America, in each instance, the payment of which is unconditionally guaranteed as a full faith and credit obligation of the United States of America, or
a combination of the foregoing,
sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, and the interest and premium, if any, on the outstanding debt securities of the applicable series on their stated maturity or applicable redemption date, as the case may be, and any mandatory sinking fund payments applicable to that particular series of the debt securities on the days on which the payments are due;
we must deliver to the applicable trustee an opinion of counsel confirming that the holders of the outstanding securities of the applicable series will not recognize income, gain or loss for federal income tax purposes as a result of the defeasance;
no default or event of default shall have occurred and be continuing on the date of the deposit of the amounts to be held in trust for the benefit of the holders (other than a default or event of default resulting from the borrowing of funds to be applied to the deposit) or in the case of any insolvency-related defaults, at any time in the period ending on the 91st day after the date of the deposit (or greater period of time in which any such deposit of trust funds may remain subject to bankruptcy or insolvency laws which apply to the deposit by us); and
we must deliver to the trustee an officers’ certificate and an opinion of counsel, each stating that all conditions precedent provided for or relating to legal defeasance or covenant defeasance, as the case may be, have been complied with.
     After satisfying the conditions for legal defeasance, the applicable debt securities will be deemed outstanding only for limited purposes as more fully set forth in the relevant Indenture. After legal defeasance, the holders of outstanding debt securities will have to rely solely on the deposits we make to the trust for repayment on the debt securities.
     After satisfying the conditions for covenant defeasance, the debt securities of the applicable series will be deemed not outstanding for the purposes of the covenants from which we have been released, but will continue to be deemed outstanding for all other purposes under the relevant Indenture.
     The applicable prospectus supplement may further describe additional provisions, if any, permitting legal defeasance or covenant defeasance, including any modifications to the provisions described above, with respect to the debt securities of or within a particular series.
Modifications and Amendments.Under the Indentures, we and the applicable trustee may supplement the Indentures for certain purposes that would not materially adversely affect the interests or rights of the holders of debt securities of a series without the consent of those holders, including:
to evidence the succession of another person to us, or successive successions, and the assumption by the successor of our covenants, agreements and obligations under the Indentures;

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to add such further covenants, restrictions or conditions or to add guarantees or security for the protection or for the benefit of the holders of debt securities as our board of directors and the trustee under the Indentures shall consider to be for the protection of the holders;
to provide for the issuance under the Indentures of securities in coupon form and to provide for exchangeability of such securities with the securities issued under the Indentures in fully registered form and to make all appropriate changes for such purpose;
to provide for the issuance of uncertificated securities in addition to or in place of certificated securities;
to cure any ambiguity or error or to correct or supplement any provision contained in the Indentures or in any supplemental indenture that may be defective or inconsistent with any other provision contained in the Indentures or in any supplemental indenture;
to evidence and provide for the acceptance of appointment under the Indentures by a successor trustee with respect to the securities;
to provide for the issuance of and establish the form and terms and conditions of the securities of any series, to establish the form of any certifications required to be furnished pursuant to the terms of the Indentures or any series of debt securities, or to add to the rights of the holders of any series of debt securities; or
to comply with the requirements of the SEC or to effect or maintain the qualification of the Indentures under the Trust Indenture Act of 1939, as amended.
     We and the applicable trustee may also modify the Indentures or any supplemental indenture in a manner that affects the interests or rights of the holders of debt securities with the consent of the holders of at least a majority in aggregate principal amount of the outstanding debt securities of each affected series issued under the Indenture. However, the Indentures require the consent of each holder of debt securities that would be affected by any modification that would:
reduce the principal or change the fixed maturity of the principal of, premium, if any, or mandatory sinking fund obligation, if any, of any debt securities of any series or alter the provisions with respect to the redemption of the debt securities;
reduce the rate, or change the time for payment, of interest, including default interest, on any debt security of any series;
waive a default or event of default in the payment of principal of, or interest or premium on, the debt securities of any series, except a rescission of acceleration of the debt securities by the holders of a majority in aggregate principal amount of the debt securities of any series and a waiver of the payment default that resulted from that acceleration;
make any debt security of any series payable in currency other than that stated in the debt securities of that series;
make any change in the provisions of the Indenture relating to waivers of past defaults or the rights of the holders of debt securities to receive payments of principal of or interest or premium on the debt securities;
waive a redemption payment with respect to any debt security of any series;
make any change in the right of any holders of debt securities of any series regarding waivers of defaults or impair or affect the right of any holder of a debt security to receive payment of principal, premium, if any, and interest on that security on or after the due date expressed in that security or to bring suit for the enforcement of any payment on or after the due date; or
make any change in the above amendment and waiver provisions.
Information Concerning the Trustee.The prospectus supplement with respect to particular debt securities will describe any relationship that we may have with the trustee for the debt securities offered. We may also maintain bank accounts, borrow money and have other customary banking or investment banking relationships with the trustee, or its affiliates, in the ordinary course of business.

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Form, Exchange, Transfer.Unless otherwise specified in the prospectus supplement, debt securities will be issued in registered form without coupons, in denominations of $1,000 or any integral multiple thereof. They may also be issued in global form with accompanying book-entry procedures as outlined below.
     A holder of debt securities of any series can exchange the debt securities for other debt securities of the same series, in any authorized denomination and with the same terms and aggregate principal amount. They are transferable at the corporate trust office of the trustee or at any transfer agent designated by us for that purpose. No charge will be made for any such exchange or transfer except for any tax or governmental charge related to such exchange or transfer, other than exchanges not involving any transfer such as the issuance of definitive securities in replacement of temporary securities or the issuance of new securities upon surrender of a security that is redeemed or purchased in part.
Global Securities.The registered debt securities may be issued in the form of one or more fully registered global securities that will be deposited with and registered in the name of a depositary or with a nominee for a depositary identified in the prospectus supplement.
     The specific terms of the depositary arrangement with respect to any debt securities to be represented by a registered global security will be described in the prospectus supplement.
     Ownership of beneficial interests in a registered global security will be limited to persons that have accounts with the depositary for such registered global security (“participants”) or persons that may hold interests through participants. Upon the issuance of a registered global security, the depositary will credit, on its book-entry registration and transfer system, the participants’ accounts with the principal amounts of the debt securities represented by the registered global security beneficially owned by such participants. Ownership of beneficial interests in such registered global security will be shown on, and the transfer of such ownership interests will be effected only through, records maintained by the depositary for such registered global security or on the records of participants for interests of persons holding through participants.
     So long as the depositary for a registered global security, or its nominee, is the registered owner of a registered global security, the depositary or the nominee will be considered the sole owner or holder of the debt securities represented by the registered global security for all purposes. Except as set forth below, owners of beneficial interests in a registered global security will not:
be entitled to have the debt securities represented by such registered global security registered in their names;
receive or be entitled to receive physical delivery of such debt securities in definitive forms; or
be considered the owners or holders of the debt securities.
     Accordingly, each person owning a beneficial interest in a registered global security must rely on the procedures of the depositary for such registered global security and, if such person is not a participant, on the procedures of the participant through which such person owns its interest, to exercise any rights of a holder under the applicable Indenture. We understand that under existing industry practices, if we request any action of holders, or if an owner of a beneficial interest in a registered global security desires to take any action that a holder is entitled to take under the applicable Indenture, the depositary would authorize the participants holding the relevant beneficial interests to take such action, and such participants would authorize beneficial owners owning through such participants to take such action.
     Principal, premium, if any, and interest payments on debt securities represented by a registered global security registered in the name of a depositary or its nominee will be made to such depositary or its nominee, as the case may be, as the registered owner of such registered global security. Neither we nor the trustee will have any responsibility or liability for any aspect of the records relating to or payment made on account of beneficial ownership interests in such registered global security.
     We expect that the depositary for any debt securities represented by a registered global security, upon receipt of any payment of principal, premium or interest will immediately credit participants’ accounts with payments in amounts proportionate to their respective beneficial interests in such registered global security as shown on the records of such depositary. We also expect that payments by participants to owners of beneficial interests in such a registered global security held by the participants will be governed by standing customer instructions and customary practices, as is now the case with securities held for the accounts of customers in bearer form or registered in “street name.”
     We may at any time determine not to have any of the debt securities of a series represented by one or more registered global securities and, in such event, will issue debt securities of such series in definitive form in exchange for all of the

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registered global security or securities representing such debt securities. Any debt securities issued in definitive form in exchange for a registered global security will be registered in such name or names as the depositary shall instruct the relevant trustee. We expect that such instructions will be based upon directions received by the depositary from participants with respect to ownership of beneficial interests in such registered global security.
     If provided in a prospectus supplement relating to a series of debt securities, the debt securities of that series may also be issued in the form of one or more global securities that will be deposited with a common depositary identified in the prospectus supplement. The specific terms and procedures, including the specific terms of the depositary arrangement, with respect to any portion of a series of debt securities to be represented by a global security will be described in the prospectus supplement.
DESCRIPTION OF WARRANTS
     The following description describes the general terms and provisions of the warrants to which any prospectus supplement may relate. The prospectus supplement relating to the warrants will describe the particular term of the warrants and the extent, if any, to which these general provisions may apply to the warrants offered.
     We may issue warrants to purchase debt securities, common stock or any combination thereof. The warrants may be issued independently or together with any other securities and may be attached or separate from the other securities. Each series of warrants will be issued under a separate warrant agreement to be entered into between a warrant agent and us. The warrant agent will act solely as our agent in connection with the warrants of any series and will not assume any obligation or relationship of agency for or with holders or beneficial owners of warrants.
     The applicable prospectus supplement will describe the terms of any warrants and the related offering in respect of which this prospectus is being delivered, including the following:
the title of the warrants;
the aggregate number of the warrants;
the price or prices at which the warrants will be issued;
the designation and terms of the underlying securities purchasable upon exercise of the warrants and the number of such underlying securities issuable upon exercise of the warrants;
the price or prices at which the warrants may be exercised to purchase the securities underlying them;
the date on which the right to exercise the warrants shall commence and the date on which the right shall expire;
whether the warrants will be issued in registered form or bearer form;
if applicable, the minimum or maximum amount of the warrants that may be exercised at any one time;
if applicable, the designation and terms of the other securities with which the warrants are issued and the number of such warrants issued with each such other security;
if applicable, the date on and after which the warrants and other securities will be separately transferable;
information with respect to book-entry procedures, if any;
if applicable, a discussion of certain United States federal income tax considerations;
the procedures and conditions relating to the exercise of the warrants; and
any other terms of the warrants, including terms, procedures and limitations relating to the exchange and exercise of the warrants.

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DESCRIPTION OF UNITS
     We may issue units consisting of common stock, warrants, debt securities or any combination thereof. The applicable prospectus supplement will describe the terms of any units including the following:
the terms of the units and each of the securities included in the units, including whether and under what circumstances the securities included in the units may or may not be traded separately;
the terms of any unit agreement governing the units; and
the provisions for the payment, settlement, transfer or exchange of the units.
PLAN OF DISTRIBUTION
     We and the selling securityholder may sell the securities being offered hereby in any of, or any combination of, the following ways: directly to one or more purchasers; through agents; through underwriters; and/or through dealers. The prospectus supplement will include the names of underwriters, dealers or agents that we or the selling securityholder retain; the purchase price of the securities; our and/or the selling securityholder’s proceeds from the sale; any underwriting discounts or commissions and other items constituting underwriters’ compensation and any securities exchanges on which the securities may be listed.
          The securities may be sold at varying fixed prices, at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices. The securities may be sold in one or more of, or a combination of, the following transactions:
underwritten offerings;
a block trade in which a broker-dealer may attempt to sell the shares as agent, but may position or resell all or a portion of the block, as principal, in order to facilitate the transaction;
purchases by a broker-dealer, as principal and resale by the broker-dealer for its account;
sales “at the market” to or through a market maker or into an existing trading market, on an exchange or otherwise;
put or call transactions;
ordinary brokerage transactions in which a broker solicits purchases;
privately negotiated transactions; or
any other methods permitted under applicable law.
Our common stock is quoted on the New York Stock Exchange. Unless otherwise specified inExchange under the related prospectus supplement, all securitiessymbol “AXR.”

45

PLAN OF DISTRIBUTION
As soon as practicable after the record date for the rights offering, we offer, other thanwill distribute the subscription rights and rights certificates to individuals who owned shares of our common stock will be new issuesat 5:00 p.m., New York City time, on [], 2013, subject to “The Rights Offering—Foreign Shareholders.”  If you wish to exercise your subscription rights and purchase shares of securitiesour common stock, you should complete the rights certificate and return it with no established trading market. Anypayment (other than wire transfers) for the shares to the subscription agent, Registrar and Transfer Company, at the following address:
By regular mail:
By registered, certified or express mail, by
overnight courier or by personal delivery:
Registrar and Transfer Company
Attn: Reorg/Exchange Dept
P.O. Box 645
Cranford, New Jersey 07016-0645
Registrar and Transfer Company
Attn: Reorg/Exchange Dept
10 Commerce Drive
Cranford, New Jersey 07016

See “The Rights Offering—Method of Exercising Subscription Rights.” If you have any questions, you should contact the subscription agent, Registrar and Transfer Company, at (800) 368-5948.
Other than as described herein, we do not know of any existing agreements between or among any shareholder, broker, dealer, underwriter may make a market in a seriesor agent relating to the sale or distribution of the securities, but will not be obligated to do so and may discontinue any market making at any time without notice. We may elect to list anyunderlying common stock.

46

LEGAL MATTERS
The validity of the securities on an exchange, but are not obligated to do so. Therefore, no assurance can be given as tosubscription rights and the liquidityshares of the trading market for the securities.
     If we or the selling securityholder use a dealer in the sale of the securities in respect of whichcommon stock offered by this prospectus is delivered, we or the selling securityholder will sell the securities to the dealer as principal. The dealer may then resell such securities to the public at varying prices to be determined by such dealer at the time of resale. Any such dealer may be deemed to be an underwriter, as such term is defined in the Securities Act, of the securities so offered and sold. The name of the dealer and the terms of the transaction will be set forth in the prospectus supplement relating to those offers and sales.
     Offers to purchase the securities may be solicited by agents designated by us from time to time. Any agent involved in the offer or sale of the securities under this prospectus will be named, and any commissions payable by us to these agents will be described, in a related prospectus supplement. Unless otherwise indicated in a prospectus supplement, any agent will be acting on a reasonable best efforts basis for the period of its appointment. Any agent may be deemed to be an underwriter, as that term is defined in the Securities Act, of the securities so offered and sold.

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     Securities may be offered to the public either through underwriting syndicates represented by managing underwriters or directly by one or more underwriter. If any underwriter or underwriters are used in the sale of securities, unless otherwise indicated in a related prospectus supplement, the underwriting agreement will provide that the obligations of the underwriters are subject to certain conditions precedent and that the underwriters with respect to a sale of the securities will be obligated to purchase all such securities if any are purchased.
     We may grant to the underwriters options to purchase additional securities to cover over-allotments, if any, at the public offering price, with additional underwriting commissions or discounts, as may be described in a related prospectus supplement. If we grant any over-allotment option, its terms will be described in the related prospectus supplement.
     If the securities are sold by means of an underwritten offering, we or the selling securityholder, as applicable, will execute an underwriting agreement with an underwriter or underwriters at the time an agreement for such sale is reached, and the names of the specific managing underwriter or underwriters, as well as any other underwriters, the respective amounts underwritten and the terms of the transaction, including commissions, discounts and any other compensation of the underwriters and dealers, if any, will be described in the related prospectus supplement. That prospectus supplement and this prospectus will be used by the underwriters to make resales of the securities. Participants in the offering may be entitled under relevant agreements with us or the selling securityholder to indemnification by us against some liabilities, including liabilities under the Securities Act, or to contributions with respect to payments which those persons may be required to make in respect thereof.
     In connection with the offering of securities, persons participating in the offering may make short sales of the securities and purchase these securities on the open market to cover positions created by short sales. Such sales involve the sale by such persons of securities that they are required to purchase in an offering. Short sales may be either covered or naked. Covered short sales are sales made in an amount not greater than the participant’s over-allotment option to purchase additional securities in the offering; naked short sales are sales in excess of any over-allotment option. Offering participants may close out a covered short position either by exercising their over-allotment option, if any, or purchasing securities; naked short positions must be closed by purchasing securities. Naked short positions are more likely to be created if the offering participants are concerned that there may be downward pressure on the price of the securities in the open market after pricing that could adversely affect investors who purchase in the offering. Purchases to cover syndicate short sales may raise or maintain the market price of the securities or prevent or retard a decline in the market price of the securities. As a result, the price of the securities may be higher as a result of syndicate short sales than it would otherwise be in an open market. Persons participating in the offering may engage in other transactions that stabilize, maintain or otherwise affect the price of the securities being offered, including over-allotment and stabilizing transactions in such securities, or the imposition of a penalty bid, in connection with the offering.
     Participants in the offering may be customers of, engage in transactions with, or perform serviceshave been passed upon for us in the ordinary course of our business.
     We and the selling securityholder may also directly solicit offers to purchase securities and those sales may be made by us or the selling securityholder directly to institutional investors or others, who may be deemed to be underwriters within the meaning of the Securities Act with respect to any resale of those securities. The terms of any sales of this type will be described in the applicable prospectus supplement.
LEGAL MATTERS
[]. Certain legalfederal U.S. tax matters in connection with the legality of any common stock, debt securities, warrants and units offered hereby will behave been passed upon for us by Drinker Biddle & Reath LLP.
EXPERTSLLP, as set forth under “Material U.S. Federal Income Tax Consequences.”
 
EXPERTS
The consolidated financial statements of AMREP Corporation appearing in its Annual Report on Form 10-K for the year ended April 30, 20062012 and for each of the three years in the period ended April 30, 2012, have been audited by McGladrey & Pullen, LLP, an independent registered public accounting firm, as set forth in their report thereon and incorporated by reference into this prospectus. Such consolidated financial statements are incorporated by reference into this prospectus in reliance upon such report, incorporated herein by reference, and upon the authority of such firm as experts in auditing and accounting.
 The consolidated balance sheet of Palm Coast Data Holdco, Inc. and its subsidiary as of June 30, 2006, and the related consolidated statement of operations, shareholders’ equity and cash flows for the period from August 10, 2005 (date of inception) to June 30, 2006, and the consolidated balance sheets of Palm Coast Data Holdings L.L.C. and its subsidiary as of

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August 9, 2005 and December 31, 2004, and the related consolidated statements of income and comprehensive income, members’ equity and cash flows for the period from January 1, 2005 to August 9, 2005 and the years ended December 31, 2004 and 2003, have been incorporated by reference herein and in the registration statement in reliance upon the reports of KPMG LLP, independent registered public accounting firm, incorporated herein by reference, and upon the authority of such firm as experts in auditing and accounting. The audit report on the consolidated financial statements of Palm Coast Data Holdings L.L.C. contains an explanatory paragraph that states that the members’ units of Palm Coast Data Holdings L.L.C. were acquired by Palm Coast Data Holdco, Inc. on August 9, 2005.
WHERE YOU CAN FIND MORE INFORMATIONINCORPORATION BY REFERENCE
 
We have filed with the SEC a registration statement (including the exhibits, schedules and amendments to the registration statement) on Form S-3 under the Securities Act forwith respect to the offeringsubscription rights and underlying shares of the securitiescommon stock offered by this prospectus. This prospectus does not contain all of the information included in the registration statement, portions of which are omitted ashereby. As permitted by the rules and regulations of the SEC. For furtherSEC, this prospectus, which forms a part of such registration statement, does not contain all the information set forth in the registration statement. In this regard, the SEC allows us to “incorporate by reference” certain information in the prospectus and registration statement, which means that we can disclose important information to you by referring you to those documents. These documents contain important information about us and our financial condition. This information incorporated by reference is an important part of the securities offeredregistration statement and this prospectus.
We incorporate by reference the documents listed below, except information furnished under Item 2.02 or Item 7.01 of Form 8-K, which is neither deemed filed nor incorporated by reference herein:
•  Our Annual Report on Form 10-K for the year ended April 30, 2012, filed on July 26, 2012;
•  The information specifically incorporated by reference into our Annual Report on Form 10-K from our definitive proxy statement on Schedule 14A, filed with the SEC on August 29, 2012;
•  Our Quarterly Reports on Form 10-Q for the periods ended July 31, 2012, October 31, 2012 and January 31, 2013 and filed on September 13, 2012, December 12, 2012 and March 15, 2013; and
•  Our Current Reports on Form 8-K filed on May 30, 2012, August 14, 2012, August 15, 2012, August 28, 2012, September 20, 2012, October 2, 2012, October 15, 2012, November 21, 2012, January 3, 2013, January 23, 2013, March 22, 2013 and April 3, 2013.
In addition, we also incorporate by reference all documents we file under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act (a) after the initial filing date of the registration statement of which this prospectus please refer tois a part and before the effectiveness of the registration statement. Statementsstatement and (b) after the effectiveness of the registration statement and before the termination of the rights offering. The information contained in these future filings will automatically update and supersede the information contained in this prospectus asor incorporated by reference to the contents of any contract, agreement or other document referred to are not necessarily complete and, where the contract, agreement or other document is an exhibit to the registration statement, each statement is qualified in all respects by the provisions of the exhibit, to which reference is now made.previously filed document.
 
47
You may request a free copy of these filings that are incorporated by reference, other than any exhibits, unless the exhibits are specifically incorporated by reference into this prospectus, by writing or telephoning us at the following address:
Christopher V. Vitale
Vice President, General Counsel and Secretary
AMREP Corporation
300 Alexander Park, Suite 204
Princeton, New Jersey 08540
Telephone: (609) 716-8211
We file annual, quarterly and currentperiodic reports, proxy statements and other information with the SEC. These reports, proxy statementsOur filings, including the documents incorporated by reference in this prospectus, are available to the public over the Internet at the SEC’s website at http://www.sec.gov. You may also read (for free) and other information concerning us can be read and copiedcopy (at prescribed rates) any document we file with the SEC at the SEC’s Public Reference Room, located at 100 F.F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of its Public Reference Room. The SEC maintains an internet site at http://www.sec.gov that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC, including us. Our common stock is listed on the New York Stock Exchange under the symbol “AXR.” We maintain a website with the addresswww.amrepcorp.com.We are not including the information contained on our website as part of, or incorporating it by reference into, this prospectus.
     The following documents are incorporated by reference into this prospectus and considered part of this prospectus:
Our Annual Report on Form 10-K for our fiscal year ended April 30, 2006, filed on July 27, 2006;
Our Quarterly Reports on Form 10-Q for our fiscal quarters ended July 31, 2006, October 31, 2006 and January 31, 2007 filed on September 14, 2006, December 14, 2006 and March 19, 2007, respectively;
Our Current Reports on Form 8-K filed on May 24, 2006, September 21, 2006 (both filings), September 25, 2006, October 24, 2006, October 31, 2006, November 9, 2006, November 21, 2006, January 12, 2007, January 19, 2007 (and Amendment No. 1 thereto on Form 8-K/A filed on March 15, 2007) and March 21, 2007.
     All documents filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (excluding any information furnished pursuant to Item 2.02 or Item 7.01 in any Current Report on Form 8-K) after the date of this prospectus and before the termination of this offering shall be deemed to be incorporated by reference into this prospectus, and to be a part hereof. Any statement contained in this prospectus as to the contents of any contract or inother document filed as an exhibit to the registration statement or a document incorporated by reference into this prospectus willare, of necessity, brief descriptions of the material terms of, and should be modifiedread in conjunction with, such contract or superseded for purposesdocument.
In addition, we make available, without charge, through our website, www.amrepcorp.com, electronic copies of this prospectusour filings with the SEC, including copies of annual reports on Form 10-K, quarterly reports on Form 10-Q, and amendments to the extent that a statement contained in this prospectus or in any subsequently filed document that is incorporated by reference modifies or supersedes such statement. Any statement that is modified or superseded shallthese filings, if any. Information on our website should not except as so modified or superseded, constitutebe considered a part of this prospectus.
     We will provideprospectus, and we do not intend to you without charge, upon receipt of your written or oral request, a copy of any or all of the documents which are incorporated by referenceincorporate into this prospectus other than exhibits which are not specifically incorporated by reference into such documents. You should direct written or telephone requests to Irving Needleman, General Counsel, AMREP Corporation, 300 Alexander Park, Suite 204, Princeton, New Jersey 08540, telephone (609) 716-8200.any information contained in the website.

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48

AMREP CORPORATION


SUBSCRIPTION RIGHTS TO PURCHASE UP TO 1,199,242 SHARES
OF COMMON STOCK AT $[●] PER SHARE
AND THE SHARES OF COMMON STOCK ISSUABLE
PURSUANT TO SUCH SUBSCRIPTION RIGHTS











PRELIMINARY PROSPECTUS
[LOGO]●], 2013






PART II
II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEMItem 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTIONOther Expenses of Issuance and Distribution.
 
The following table sets forth an estimate of the fees and expenses expected to be incurredpayable by AMREP Corporationus in connection with the issuance and distributionoffering of the securities registered hereby, other than underwriting fees and discounts.described in this registration statement. All of these expenses,amounts shown are estimates, except for the SEC registration fee, are estimates:fee. We will bear all expenses shown below. The missing amounts will be filed by amendment.
     
Securities and Exchange Commission Registration Fee $5,685.75 
Printing and Engraving Expenses $8,000.00 
Legal Fees and Expenses $25,000.00 
Accounting Fees and Expenses $25,000.00 
Trustee’s Fees and Expenses $7,500.00 
Miscellaneous Expenses $5,000.00 
    
 
Total $76,185.75 
    
SEC registration fee $1,851 
Accounting fees and expenses  12,500 
Legal fees and expenses  [●]
Subscription agent fees and expenses  [●]
Financial advisor fees and expenses  [●]
Printing and mailing expenses  [●]
Other  [●]
     
Total $[●]
ITEMItem 15. INDEMNIFICATION OF DIRECTORS AND OFFICERSIndemnification of Directors and Officers.
 
Section 1006(B)(7) of the Oklahoma General Corporation Act allows a corporation to eliminate or limit the personal liability of directors to a corporation or its shareholders for monetary damages for a breach of a fiduciary duty as a director, except where the director breached his duty of loyalty to the corporation or its shareholders, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase or redemption in violation of Oklahoma corporate law or obtained an improper personal benefit.
 
Section 1031 of the Oklahoma General Corporation Act allows an Oklahoma corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation) by reason of the fact that such person is or was a director, officer, employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided that such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. An Oklahoma corporation may indemnify directors, officers, employees and other agents of such corporation in an action by or in the right of a corporation under the same conditions as described above against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense and settlement of such action or suit, except that no indemnification is permitted without judicial approval if the person to be indemnified has been adjudged to be liable to the corporation. Where a present or former director or officer of the corporation is successful on the merits or otherwise in the defense of any action, suit or proceeding referred to above or in defense of any claim, issue or matter therein, the corporation must indemnify such person against the expenses (including attorneys’ fees) that he or she actually and reasonably incurred in connection therewith.
 
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Our amended certificate of incorporation provides that no director shall have personal liability to us or to our shareholders for monetary damages for breach of fiduciary duty as a director except to the extent that Section 1006(B)(7) (or any successor provision) of the Oklahoma General Corporation Act, as amended from time to time, expressly provides that the liability of a director may not be eliminated or limited. Our amended certificate of incorporation also provides for the


indemnification of each of our directors and senior officers for third party actions and actions by or on our behalf that mirror Section 1031 of the Oklahoma General Corporation Act. Our amended certificate of incorporation also provides that we may also provide indemnification for our officers, employees and agents consistent with Section 1031 of the Oklahoma General Corporation Act.
 
We maintain directors’ and officers’ liability insurance to insure our directors and officers against certain liabilities.
ITEMItem 16. EXHIBITSExhibits.
The following exhibits are filed herewith or incorporated by reference herein:
Exhibit
Number
Description
EXHIBIT3.1
NUMBERITEM
1.1(1)
FormCertificate of Underwriting Agreement.
2.1(2)
Agreement and Plan of Merger by and among AMREP Corporation, Kable Media Services, Inc., Glen Garry Acquisition, Inc., Palm Coast Data Holdco, Inc., Palm Coast Data LLC and the Sellers set forth on the signature page thereto, datedIncorporation, as of November 7, 2006 (incorporatedamended - Incorporated by reference to Exhibit 2.13.1 to registrant’s Current ReportRegistrant’s Registration Statement on Form 8-KS-3 filed on January 19, 2007).March 21, 2007
3.2
3.1(2)
Certificate of Incorporation, as amended.
3.4(2)
By-laws,By-Laws, as amended (incorporated- Incorporated by reference to Exhibit 3(b)3.2 to registrant’sRegistrant’s Quarterly Report on Form 10-Q filed on December 14, 2006).12, 2012
4.1
Form of Subscription Rights Certificate**
4.1(1)5.1
Specimen common stock certificate.
Opinion of [] regarding matters related to the AMREP Corporation rights offering**
8.1
4.2(2)
Form of senior debt securities indenture.
4.3(2)
Form of subordinated debt securities indenture.
4.4(2)
Form of senior debt securities (included in Exhibit 4.2).
4.5(2)
Form of subordinated debt securities (included in Exhibit 4.3).
4.6(1)
Form of debt warrant agreement, including form of warrant.
4.7(1)
Form of equity warrant agreement, including form of warrant.
5.1Opinion of Drinker, Biddle & Reath LLP.
LLP regarding certain material United States federal income tax considerations related to the AMREP Corporation rights offering*
12.1(2)23.1
Computation of Ratio of Earnings to Fixed Charges.
23.1
Consent of McGladrey & Pullen, LLP (Independent Registered Public Accounting Firm).
23.2Consent of KPMG LLP (Independent Auditors).
LLP*
23.3(2)23.2
Consent of Drinker, Biddle & Reath LLP.
LLP (included in Exhibit 8.1)*
24.1(2)
Power of Attorney.
Attorney (included on page II-6 of this Form S-3)
25.1(1)99.1
Form T-1 Statement of EligibilityInstructions for Use of Trustee for Indenture under the Trust Indenture ActAMREP Corporation Subscription Rights Certificates**
99.2
Form of 1939.Notice of Guaranteed Delivery**
99.3
Form of Letter to Shareholders who are Record Holders**
99.4
Form of Letter to Shareholders who are Beneficial Holders**
99.5
Form of Letter to Clients**
99.6
Form of Beneficial Owner Election**
99.7Form of Nominee Holder Certification**
______________
*             Filed herewith.
**           To be filed by amendment.
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(1)To the extent applicable, to be filed by amendment or as an exhibit to a document filed under the Securities Exchange Act of 1934, as amended, and incorporated by reference herein.
(2)Previously Filed.


ITEMItem 17. UNDERTAKINGSUndertakings.
 (a) 
The undersigned registrant hereby undertakes:
 
(1)           To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
 
(i)           Toto include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
 
(ii)           Toto reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
 
(iii)           Toto include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.statement;
provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the registration statement is on Form S-3 or Form F-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Securities and Exchange Commission by the registrant pursuant to Sectionsection 13 or Sectionsection 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
 
(2)           That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initialbona fideoffering thereof.
 
(3)           To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
 (4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
          (A)(4)           Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
          (B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933430A, shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectusit is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is a part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date,first use, supersede or modify any statement that was made in the registration statement or prospectus that was a part of the registration statement or made in any such document immediately prior to such effective date.
          (5) That, for the purposedate of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: the undersigned registrant undertakes that in a primary offering of


securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
          (i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424(b);
          (ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
          (iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
          (iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
     (b) The undersigned registrant hereby undertakes that, for the purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initialbona fideoffering thereof.
     (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.first use. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
     (d) 
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(5)           That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i)           Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii)           Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii)           The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv)           Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
The undersigned registrant hereby undertakes that:
          (1) Forthat, for purposes of determining any liability under the Securities Act of 1933, each filing of the information omitted fromregistrant’s annual report pursuant to Section 13(a) or Section 15(d) of the formSecurities Exchange Act of prospectus filed as part1934 (and, where applicable, each filing of thisan employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
          (2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
     (e) The undersigned registrant hereby undertakes Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to file an application for the purpose of determining the eligibilitydirectors, officers and controlling persons of the trusteeregistrant pursuant to act under subsection (a) of Section 310the foregoing provisions or otherwise, the registrant has been advised that in the opinion of the Trust IndentureSEC such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in accordancethe successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the rulessecurities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Act, and regulations prescribedwill be governed by the Commission under Section 305(b)(2)final adjudication of the Trust Indenture Act.


SIGNATURES
such issue.
 

II-4

SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the boroughCity of Princeton, State of New Jersey, on April 27, 2007.11, 2013.

 AMREP Corporation
  
 AMREP CORPORATION
 
 
By:
/s/ Peter M. Pizza                                         
       Name: Peter M. Pizza
       Title:Vice President and Chief Financial Officer
 



II-5


The Registrant and each person whose signature appears below hereby constitute and appoint Peter M. Pizza and Christopher V. Vitale, and each of them, as their attorneys-in-fact, with full power to act without the other and with full power of substitution and resubstitution, to execute in their names and on behalf of the Registrant and each such person, individually and in each capacity stated below, one or more amendments (including post-effective amendments and registration statements filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended and otherwise) to this Registration Statement as the attorney-in-fact acting on the premise shall from time to time deem appropriate and to file any such amendment, with all exhibits thereto and other documents in connection therewith, to this Registration Statement with the Securities and Exchange Commission and thereby ratify and confirm that all such attorneys-in-fact, or any of them, or their substitutes shall lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.indicated:
 Signature
 Title
NAMECAPACITYDATE
 Date
/s/
 /s/ Michael P. Duloc
 Michael P. Duloc*
 Chief Executive Officer of Palm Coast Data LLC and Kable Media Services, Inc. (Co-Principal Executive Officer)
 April 11, 2013
 /s/ Peter M. Pizza
 
Peter M. Pizza
Vice President and Chief Financial Officer of the Company**(Principal Financial and Accounting Officer)
April 27, 2007
11, 2013
*
 /s/ Edward B. Cloues, II
 
James Wall
Director and Senior Vice President of the Company**April 27, 2007
*
Michael P. Duloc
President, Kable Media Services, Inc.**April 27, 2007
*
Edward B. Cloues, II
 Director
Director
April 27, 2007
11, 2013
*
 /s/ Lonnie A. Coombs
 Lonnie A. Coombs
 
 Director
 April 11, 2013
 /s/ Theodore J. Gaasche
 Theodore J. Gaasche*
 Director (Co-Principal Executive Officer)
 April 11, 2013
 /s/ Albert V. Russo
 Albert V. Russo
 Director
 April 11, 2013
 /s/ Samuel N. Seidman
 Samuel N. Seidman
 Director
 April 11, 2013
 /s/ Jonathan B. Weller
Jonathan B. Weller
DirectorApril 27, 2007
*
 
Nicholas G. Karabots
 Director
DirectorApril 27, 2007
*
 
Albert V. Russo
Director
April 27, 2007
*
11, 2013
Samuel N. Seidman
DirectorApril 27, 2007
*
Lonnie A. Coombs
DirectorApril 27, 2007
*By:/s/ Peter M. PizzaApril 27, 2007

*The Registrant is a holding company which does substantially all of its business through three indirect wholly-owned subsidiaries (and their subsidiaries). These indirect wholly-owned subsidiaries are Palm Coast Data LLC (“Palm Coast”), Kable Media Services, Inc. (“Kable”) and AMREP Southwest Inc. (“ASW”). The Registrant has no chief executive officer. Michael P. Duloc is the Chief Executive Officer of Palm Coast and Kable. Theodore J. Gaasche, in his capacity as Vice Chairman of the Executive Committee of the Registrant’s board of directors, oversees the operations of ASW.

II-6
 
Peter M. Pizza,
Attorney-in-fact
 
**The registrant is a holding company which does substantially all of its business through two wholly-owned subsidiaries (and their subsidiaries). Those wholly-owned subsidiaries are AMREP Southwest Inc. (“ASW”) and Kable Media Services, Inc. (“Kable”). James Wall is the principal executive officer of ASW, and Michael P. Duloc is the principal executive officer



of Kable. The registrant has no chief executive officer. Its executive officers include James Wall, Senior Vice President and Peter M. Pizza, Vice President and Chief Financial Officer and Michael P. Duloc, who may be deemed an executive officer by reason of his position with Kable.


EXHIBIT INDEX
Exhibit
Number
Description
EXHIBIT3.1
NUMBERITEM
1.1(1)
FormCertificate of Underwriting Agreement.
2.1(2)
Agreement and Plan of Merger by and among AMREP Corporation, Kable Media Services, Inc., Glen Garry Acquisition, Inc., Palm Coast Data Holdco, Inc., Palm Coast Data LLC and the Sellers set forth on the signature page thereto, datedIncorporation, as of November 7, 2006 (incorporatedamended - Incorporated by reference to Exhibit 2.13.1 to registrant’s Current ReportRegistrant’s Registration Statement on Form 8-KS-3 filed on January 19, 2007).March 21, 2007
3.2
3.1(2)
Certificate of Incorporation, as amended.
3.4(2)
By-laws,By-Laws, as amended (incorporated- Incorporated by reference to Exhibit 3(b)3.2 to registrant’sRegistrant’s Quarterly Report on Form 10-Q filed on December 14, 2006).12, 2012
4.1
Form of Subscription Rights Certificate**
4.1(1)5.1
Specimen common stock certificate.
Opinion of [] regarding matters related to the AMREP Corporation rights offering**
8.1
4.2(2)
Form of senior debt securities indenture.
4.3(2)
Form of subordinated debt securities indenture.
4.4(2)
Form of senior debt securities (included in Exhibit 4.2).
4.5(2)
Form of subordinated debt securities (included in Exhibit 4.3).
4.6(1)
Form of debt warrant agreement, including form of warrant.
4.7(1)
Form of equity warrant agreement, including form of warrant.
5.1Opinion of Drinker, Biddle & Reath LLP.
LLP regarding certain material United States federal income tax considerations related to the AMREP Corporation rights offering*
12.1(2)23.1
Computation of Ratio of Earnings to Fixed Charges.
23.1
Consent of McGladrey & Pullen, LLP (Independent Registered Public Accounting Firm).
23.2Consent of KPMG LLP (Independent Auditors).
LLP*
23.3(2)23.2
Consent of Drinker, Biddle & Reath LLP.LLP (included in Exhibit 8.1)*
24.1
Power of Attorney (included on page II-6 of this Form S-3)
24.1(2)
99.1
Power
Form of Attorney.Instructions for Use of AMREP Corporation Subscription Rights Certificates**
99.2
Form of Notice of Guaranteed Delivery**
99.3
25.1(1)Form of Letter to Shareholders who are Record Holders**
99.4
Form of Letter to Shareholders who are Beneficial Holders**
99.5
Form of Letter to Clients**
99.6
Form of Beneficial Owner Election**
99.7Form T-1 Statement of Eligibility of Trustee for Indenture under the Trust Indenture Act of 1939.Nominee Holder Certification**
_______________
*             Filed herewith.
**           To be filed by amendment.

II-7
 
(1)To the extent applicable, to be filed by amendment or as an exhibit to a document filed under the Securities Exchange Act of 1934, as amended, and incorporated by reference herein.
(2)Previously filed.