UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 23, 2006
-----------------------------
AMREP CORPORATION
(Exact Name of Registrant as Specified in Charter)
Oklahoma 1-4702 59-0936128
- -------------------------------------------------------------------------------
(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification Number)
212 Carnegie Center, Suite 302, Princeton, New Jersey 08540
- -------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (609) 716-8200
---------------------------
- -------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the Registrant under any of the
following provisions (see General Instruction A.2 .below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c)under the Exchange
Act (17 CFR 240.13e-4(c))
Item 1.0.1 Entry into a Material Definitive Agreement.
As reported in Item 2.03 of this Current Report, on May 23, 2006, the
Registrant's subsidiaries comprising its Kable Media Services group entered into
a First Amendment dated as of April 27, 2006 (the "First Amendment"), to the
Amended and Restated Loan and Security Agreement dated as of April 28, 2005 (the
"Existing Credit Agreement"), with LaSalle Bank National Association. A copy of
the First Amendment is included as Exhibit 10.1 to this Current Report on Form
8-K, and such Exhibit as well as the description of the First Amendment included
in Item 2.03 of this Current Report are incorporated into this Item 1.01 by
reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off Balance Sheet Arrangement of a Registrant.
On April 28, 2005, the Registrant's subsidiaries comprising its Kable Media
Services group entered into the Existing Credit Agreement. This transaction was
reported by the Registrant in its Current Report on Form 8-K filed May 3, 2005,
to which reference is made for a description of the terms of the Existing Credit
Agreement.
On May 23, 2006, the parties entered into the First Amendment.
The First Amendment provides for an additional $10,000,000 revolving loan
until July 31, 2009, to a subsidiary of the Registrant in its Kable Distribution
Services group , the proceeds of which may be used exclusively for the payment
of accounts payable under a magazine distribution agreement with one of its
publisher customers. Subject to such maximum loan amount, up to 40% of the
amount of the borrower's accounts receivable from the distribution of the
magazines covered by the distribution agreement may be borrowed. The revolving
loan is secured by the Kable Distribution Services group's assets, and bears
interest and is subject to a commitment fee for unused borrowing at the rates
for its other revolving loans provided in the Existing Credit Agreement.
The First Amendment also provides for a term loan to the Registrant's Kable
Fulfillment Services group of $1,470,000, secured by that group's assets,
bearing interest at the rate of 6.25% per annum, and repayable in equal monthly
installments of principal and interest through April 30, 2010, the proceeds of
which have been applied to the financing of the purchase price of certain
equipment.
A copy of the First Amendment is included as Exhibit 10.1 to this Current
Report on Form 8-K, and such Exhibit is incorporated into this Item 2.03 by
reference and any description of the First Amendment in this Item 2.03 is
qualified by such reference.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits.
Exhibit 10.1. First Amendment dated as of April 27, 2006, to Amended and
Restated Loan and Security Agreement dated as of April 28,
2005 among Kable News Company, Inc., Kable Distribution
Services, Inc., Kable News Export, Ltd., Kable News
2
International, Inc., Kable Fulfillment Services, Inc. and
Kable Fulfillment Services of Ohio, Inc. and LaSalle Bank
National Association.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: May 24, 2006
AMREP Corporation
By: /s/ Peter M. Pizza
------------------------------
Peter M. Pizza, Vice President
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
10.1 First Amendment dated as of April 27, 2006, to Amended and
Restated Loan and Security Agreement dated as of April 28, 2005
among Kable News Company, Inc., Kable Distribution Services,
Inc., Kable News Export, Ltd., Kable News International, Inc.,
Kable Fulfillment Services, Inc. and Kable Fulfillment Services
of Ohio, Inc. and LaSalle Bank National Association.
3