SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement
(Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934)
(Amendment No. 1)
AMREP CORPORATION
(Name of Subject Company (issuer))
AMREP CORPORATION (issuer and offeror)
(Name of Filing Person(s) (identifying status as offeror, issuer or other
person))
Common Stock, par value $.10 per share
(Title of Class of Securities)
032159105
(CUSIP Number of Class of Securities)
Edward B. Cloues, II, Chairman of the Board
P.O. Box 888
Pitman, New Jersey 08071-0888
(856) 256-3310
(Name, address and telephone number of person authorized to receive
notices and communications on behalf of filing persons)
COPY TO:
Edward B. Winslow
Jacobs Persinger & Parker
77 Water Street
New York, New York 10005
(212) 344-1866
CALCULATION OF FILING FEE
- --------------------------------------------------------------------------------
*TRANSACTION VALUATION AMOUNT OF FILING FEE
- --------------------------------------------------------------------------------
$5,075,000 $1015.00
- --------------------------------------------------------------------------------
* Calculated solely for purposes of determining the filing fee. Based upon the
purchase of 725,000 shares at the maximum tender offer price per share of $7.00.
/ / Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was previously
paid. Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
Amount Previously Paid: N/A Filing Party: N/A
Form or Registration No.: N/A Date Filed: N/A
/ / Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which
the statement relates:
/ / third party tender offer subject to Rule 14d-1.
/X/ issuer tender offer subject to Rule 13e-4.
/ / going-private transaction subject to Rule 13e-3.
/ / amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: / /
INTRODUCTORY STATEMENT
This Tender Offer Statement on Schedule TO (the "Statement") relates to
the tender offer by AMREP Corporation, an Oklahoma corporation (the "Company"),
to purchase up to 725,000 shares of its common stock, par value $.10 per share
(the "Shares"), at prices, net to the seller in cash, not greater than $7.00 nor
less than $5.25 per Share, upon the terms and subject to the conditions set
forth in the Offer to Purchase, dated May 4, 2000 (the "Offer to Purchase") and
the related Letter of Transmittal. Copies of the Offer to Purchase and Letter of
Transmittal are filed as Exhibits (a)(1)(i) and (a)(1)(ii), respectively, to
this Statement.
The information in the Offer to Purchase and Letter of Transmittal is
incorporated herein by reference in answer to Items 1 through 11 of Schedule TO
except as to those Items for which additional information is specifically
provided herein.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
Except as set forth in the Offer to Purchase, neither the Company nor
any person controlling the Company nor, to the Company's knowledge, any of its
directors or executive officers, is a party to any contract, arrangement,
understanding or relationship with any other person with respect to any
securities of the Company (including, but not limited to, any contract,
arrangement, understanding or relationship concerning the transfer or the voting
of any such securities, joint ventures, loan or option arrangements, puts or
calls, guarantees of loans, guarantees against loss or the giving or withholding
of proxies, consents or authorizations).
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
Except as disclosed in the Offer to Purchase, the Company currently has
no plans or proposals nor is the Company involved in any negotiations that
relate to or would result in (a) any extraordinary transaction, such as a
merger, reorganization or liquidation, involving the Company or any of its
subsidiaries; (b) any purchase, sale or transfer of a material amount of assets
of the Company or any of its subsidiaries; (c) any material change in the
present dividend policy or indebtedness or capitalization of the Company; (d)
any change in the present Board of Directors or management of the Company; (e)
any other material change in the Company's corporate structure or business; (f)
a class of equity securities of the Company being delisted from a national
securities exchange; (g) a class of equity securities of the Company becoming
eligible for termination of registration pursuant to Section 12(g)(4) of the
Exchange Act; (h) the suspension of the Company's obligation to file reports
pursuant to Section 15(d) of the Exchange Act; (i) the acquisition by any person
of additional securities of the Company or the disposition of securities of the
Company; or (j) any change in the Company's Certificate of Incorporation or
By-Laws or any actions which may impede the acquisition of control of the
Company by any person.
ITEM 7. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATION.
(b) There are no material conditions to the Company's arrangements for
the financing for the tender offer and the financing has been obtained.
ITEM 11. ADDITIONAL INFORMATION.
(a)(1) Except as disclosed in the Offer to Purchase, there are no
present or proposed material agreements between the Company and any of its
executive officers, directors, controlling persons or subsidiaries.
(a)(5) The Company is not aware of any legal proceedings pending or
threatened, relating to the tender offer.
ITEM 12. EXHIBITS.
(a)(1)(i) Form of Offer to Purchase dated May 4, 2000.
(a)(1)(ii) Form of Letter of Transmittal.
(a)(1)(iii) Form of Notice of Guaranteed Delivery.
(a)(1)(iv) Form of Letter to Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.
(a)(1)(v) Form of Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(vi) Form of Letter from the Company to participants in the
Company Savings and Salary Deferral Plan, including
the form of Direction Form to the Trustee of said Plan
from participants in said Plan.
(a)(1)(vii) Form of letter dated May 4, 2000 from the Chairman of
the Company's Board of Directors to shareholders of
the Company.
(a)(1)(viii) Guidelines for Certification of Taxpayer Identification
Number on Form W-9.
(b)(1) Master Loan Agreement dated effective February 26, 1999
between AMREP Southwest, Inc. and Norwest Bank New
Mexico, N.A.
(b)(2) First Amendment to Master Loan Agreement Amended
Effective January 26, 2000.
(d) Not applicable.
(g) Not applicable.
(h) Not applicable.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
AMREP CORPORATION
By: /s/ Mohan Vachani
-------------------------------------
Name: Mohan Vachani
Title: Senior Vice President &
Chief Financial Officer
Dated: May 4, 2000
2
INDEX TO EXHIBITS
ITEM DESCRIPTION
(a)(1)(i) Form of Offer to Purchase dated May 4, 2000.
(a)(1)(ii) Form of Letter of Transmittal.
(a)(1)(iii) Form of Notice of Guaranteed Delivery.
(a)(1)(iv) Form of Letter to Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.
(a)(1)(v) Form of Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(vi) Form of Letter from the Company to participants in the
Company Savings and Salary Deferral Plan, including
the form of Direction Form to the Trustee of said Plan
from participants in said Plan.
(a)(1)(vii) Form of letter dated May 4, 2000 from the Chairman of
the Company's Board of Directors to shareholders of
the Company.
(a)(1)(viii) Guidelines for Certification of Taxpayer Identification
Number on Form W-9.
(b)(1) Master Loan Agreement dated effective February 26, 1999
between AMREP Southwest, Inc. and Norwest Bank New
Mexico, N.A.
(b)(2) First Amendment to Master Loan Agreement Amended
Effective January 26, 2000.