EXHIBIT (A)(1)(V)
AMREP CORPORATION
OFFER TO PURCHASE FOR CASH
UP TO 725,000 SHARES OF ITS COMMON STOCK
AT A PURCHASE PRICE NOT GREATER THAN $7.00
NOR LESS THAN $5.25 PER SHARE
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THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL
EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,
ON TUESDAY, JUNE 6, 2000, UNLESS THE OFFER IS EXTENDED
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To Our Clients:
Enclosed for your consideration are the Offer to Purchase, dated May 4,
2000 (the "Offer to Purchase"), and the related Letter of Transmittal (which, as
amended from time to time, together constitute the "Offer") setting forth an
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 not greater than $7.00 nor less than $5.25 per Share, net
to the seller in cash, specified by tendering shareholders, upon the terms and
subject to the conditions of the Offer. Also enclosed herewith is certain other
material related to the Offer, including a letter to shareholders from Edward B.
Cloues, II, Chairman of the Board of Directors of the Company.
The Company will determine a single per Share price (not greater than
$7.00 nor less than $5.25 per Share) that it will pay for the Shares validly
tendered pursuant to the Offer and not withdrawn (the "Purchase Price"), taking
into account the number of Shares so tendered and the prices specified by
tendering shareholders. The Company will select the lowest Purchase Price that
will allow it to purchase 725,000 Shares (or such lesser number of Shares as are
validly tendered at prices not greater than $7.00 nor less than $5.25 per Share)
validly tendered and not withdrawn pursuant to the Offer. The Company will
purchase all Shares validly tendered at prices at or below the Purchase Price
and not withdrawn, upon the terms and subject to the conditions of the Offer,
including the provisions thereof relating to proration. See Section 1 of the
Offer to Purchase.
WE ARE THE HOLDER OF RECORD OF SHARES HELD FOR YOUR ACCOUNT. AS SUCH, A
TENDER OF SUCH SHARES CAN BE MADE ONLY BY US AS THE HOLDER OF RECORD AND
PURSUANT TO YOUR INSTRUCTIONS. THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR
YOUR INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER SHARES HELD BY US FOR
YOUR ACCOUNT.
We request instructions as to whether you wish us to tender any or all
of the Shares held by us for your account, upon the terms and subject to the
conditions set forth in the Offer to Purchase and the Letter of Transmittal.
Your attention is invited to the following:
1. You may tender Shares at prices (in multiples of $.125), not
greater than $7.00 nor less than $5.25 per Share, as indicated in the attached
Instruction Form, net to you in cash.
2. The Offer is for up to 725,000 Shares, constituting
approximately 10% of the total Shares outstanding as of May 4, 2000. The Offer
is not conditioned on any minimum number of Shares being tendered. The Offer is,
however, subject to certain other conditions set forth in the Offer to Purchase.
3. The Offer, proration period and withdrawal rights will expire
at 5:00 P.M., New York City time, on Tuesday, June 6, 2000, unless the Offer is
extended. Your instructions to us should be forwarded to us in ample time to
permit us to submit a tender on your behalf.
4. As described in the Offer to Purchase, if more than 725,000
Shares have been validly tendered at or below the Purchase Price and not
withdrawn prior to the Expiration Date (as defined in Section 1 of the Offer to
Purchase), the Company will purchase Shares in the following order of priority:
(i) all Shares validly tendered at or below the Purchase
Price and not withdrawn prior to the Expiration Date by any shareholder
who owned beneficially, as of the close of business on May 4, 2000, and
who continues to own beneficially as of the Expiration Date, an
aggregate of fewer than 100 Shares (including ESOP Shares (as defined
in the Offer to Purchase) allocated to the account of the shareholder
under the Savings Plan (as defined in the Offer to Purchase)) who
validly tenders all of such Shares (partial tenders will not qualify
for this preference) and makes the appropriate entry in the table
captioned "Odd Lots" in the Letter of Transmittal, the Notice of
Guaranteed Delivery and the Instruction Form, as applicable, and
(ii) after purchase of all the foregoing Shares, all other
Shares validly tendered at or below the Purchase Price and not
withdrawn prior to the Expiration Date on a PRO RATA basis. See Section
1 of the Offer to Purchase for a discussion of proration.
5. Tendering shareholders will not be obligated to pay any
brokerage commissions or solicitation fees on the Company's purchase of Shares
in the Offer. Any stock transfer taxes applicable to the purchase of Shares by
the Company pursuant to the Offer will be paid by the Company, except as
otherwise provided in Instruction 7 of the Letter of Transmittal.
6. If you wish to tender portions of your Shares at different
prices you must complete a separate Instruction Form for each price at which you
wish to tender each portion of your Shares. We must submit separate Letters of
Transmittal on your behalf for each price you will accept. THE SAME SHARES MAY
NOT BE TENDERED AT MORE THAN ONE PRICE.
7. If you owned beneficially, as of the close of business on
May 4, 2000, and continue to own beneficially as of the Expiration Date, an
aggregate of fewer than 100 Shares (including ESOP Shares allocated to your
account under the Savings Plan), and you are electing to have your ESOP Shares
tendered and you instruct us to tender at or below the Purchase Price on your
behalf all Shares we hold for your account prior to the Expiration Date and
check the box captioned "Odd Lots" in the Instruction Form, all such Shares will
be accepted for purchase before proration, if any, of the purchase of other
tendered Shares.
THE BOARD OF DIRECTORS OF THE COMPANY HAS UNANIMOUSLY APPROVED THE
MAKING OF THE OFFER. HOWEVER, SHAREHOLDERS MUST MAKE THEIR OWN DECISIONS WHETHER
TO TENDER SHARES AND, IF SO, HOW MANY SHARES TO TENDER AND THE PRICE OR PRICES
AT WHICH SHARES SHOULD BE TENDERED. NEITHER THE COMPANY NOR ITS BOARD OF
DIRECTORS MAKES ANY RECOMMENDATION TO ANY SHAREHOLDER AS TO WHETHER TO TENDER OR
REFRAIN FROM TENDERING SHARES.
If you wish to have us tender any or all of your Shares held by us for
your account upon the terms and subject to the conditions set forth in the Offer
to Purchase, please so instruct us by completing, executing and returning to us
the attached Instruction Form. An envelope to return your instructions to us is
enclosed. If you authorize tender of your Shares, all such Shares will be
tendered unless otherwise specified on the Instruction Form. YOUR INSTRUCTIONS
SHOULD BE FORWARDED TO US IN AMPLE TIME TO PERMIT US TO SUBMIT A TENDER ON YOUR
BEHALF PRIOR TO THE EXPIRATION OF THE OFFER.
The Offer is being made to all holders of Shares. The Company is not
aware of any jurisdiction where the making of the Offer is not in compliance
with applicable law. If the Company becomes aware of any jurisdiction where the
making of the Offer is not in compliance with any valid applicable law, the
Company will make a good faith effort to comply with such law. If, after such
good faith effort, the Company cannot comply with such law, the Offer will not
be made to (nor will tenders be accepted from or on behalf of) the holders of
Shares residing in such jurisdiction.
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INSTRUCTION FORM
WITH RESPECT TO OFFER TO PURCHASE FOR CASH
UP TO 725,000 SHARES OF COMMON STOCK OF
AMREP CORPORATION
The undersigned acknowledge(s) receipt of your letter and the enclosed
Offer to Purchase, dated May 4, 2000, and the related Letter of Transmittal
(which, as amended from time to time, together constitute the "Offer") in
connection with the Offer by AMREP Corporation (the "Company") to purchase up to
725,000 shares of its common stock, par value $.10 per share (the "Shares"), at
prices not greater than $7.00 nor less than $5.25 per Share, net to the
undersigned in cash, specified by the undersigned, upon the terms and subject to
the and conditions of the Offer.
This will instruct you to tender to the Company the number of Shares
indicated below (or, if no number is indicated below, all Shares) that are held
by you for the account of the undersigned, at the price per Share indicated
below, upon the terms and subject to the conditions of the Offer.
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SHARES TENDERED
/ / By checking this box, all Shares held by us for your account will be
tendered. If fewer than all Shares are to be tendered, please check the
box below and indicate the aggregate number of Shares to be tendered by
us.
/ / Tender_____________Shares.
Unless otherwise indicated, it will be assumed that all Shares held by us for
your account are to be tendered.
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PRICE (IN DOLLARS) PER SHARE
AT WHICH SHARES ARE BEING TENDERED
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IF SHARES ARE BEING TENDERED AT MORE THAN ONE PRICE, A SEPARATE
INSTRUCTION FORM FOR EACH PRICE SPECIFIED MUST BE USED
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CHECK ONLY ONE BOX. IF MORE THAN ONE BOX IS CHECKED,
OR IF NO BOX IS CHECKED (EXCEPT AS PROVIDED IN THE ODD LOTS BOX AND
INSTRUCTIONS BELOW), THERE IS NO VALID TENDER OF SHARES
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SHARES TENDERED AT PRICE DETERMINED PURSUANT TO THE OFFER
/ / The undersigned wants to maximize the chance of having the Company
purchase all the Shares the undersigned is tendering (subject to the
possibility of proration). Accordingly, by checking this ONE box INSTEAD
OF ONE OF THE PRICE BOXES BELOW, the undersigned hereby tenders Shares at,
and is willing to accept, the Purchase Price determined by the Company in
accordance with the terms of the Offer. This action could result in
receiving a price per Share as low as $5.25 or as high as $7.00.
CHECK EITHER THE BOX ABOVE OR CHECK ONE BOX BELOW
SHARES TENDERED AT PRICE DETERMINED BY SHAREHOLDER
/ / $5.25 / / $5.50 / / $5.75 / / $6.00 / / $6.25 / / $6.50 / / $6.75 / / $7.00
/ / $5.375 / / $5.625 / / $5.875 / / $6.125 / / $6.375 / / $6.625 / / $6.875
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ODD LOTS
/ / By checking this box, the undersigned represent(s) that the undersigned
owned beneficially, as of the close of business on May 4, 2000 and continue(s)
to own beneficially as of the Expiration Date, an aggregate of fewer than 100
Shares (including ESOP Shares allocated to the account of the undersigned under
the Savings Plan) and is tendering all of such Shares.
If you have checked the box above in this Odd Lots table and do not wish to
specify a purchase price, check the following box, in which case you will be
deemed to have tendered at the Purchase Price determined by the Company in
accordance with the terms of the Offer (persons checking this box should NOT
indicate the price per Share in the preceding table captioned "Price (In
Dollars) Per Share At Which Shares Are Being Tendered"). / /
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SIGN HERE
Dated: _____________, 2000 Signature(s)
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Print Name(s)
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Address
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Social Security or
Taxpayer ID No.:
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