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) 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) 589-0500 (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 N/A N/A * Pursuant to General Instruction D to Schedule TO, no filing fee is required for this filing. [ ] 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 [X] 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 announcement by AMREP Corporation, an Oklahoma corporation (the "Company"), of its intention to commence a tender offer 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. The Statement is being filed pursuant to Rule 13e-4(c)(1) under the Securities Exchange Act of 1934. ITEM 12. EXHIBITS. (a)(5) Form of Press Release issued by the Company dated May 2, 2000. 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: * --------------------------------- Dated: May 2, 2000 ___________________________ * Pursuant to General Instruction D to Schedule TO, no signature is required for this filing. INDEX TO EXHIBITS ITEM DESCRIPTION (a)(5) Form of Press Release issued by the Company dated May 2, 2000.