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AXR > SEC Filings for AXR > Form 8-K on 21-May-2013All Recent SEC Filings

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Form 8-K for AMREP CORP.


21-May-2013

Other Events, Financial Statements and Exhibits


Item 8.01 Other Events.

The following information is provided for the purpose of providing additional supplemental information to be incorporated by reference into the registration statements filed or to be filed by AMREP Corporation (the "Company") in connection with a forthcoming rights offering. An announcement concerning the rights offering is attached hereto as Exhibit 99.1 and incorporated herein by reference.

COMMON STOCK OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Set forth in the following table is information concerning the beneficial ownership, as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended, of the Company's common stock, par value $.10 per share ("Common Stock"), by the persons who, to the knowledge of the Company, own beneficially more than 5% of the outstanding shares. The table also sets forth the same information concerning beneficial ownership for each director of the Company, each named executive officer of the Company, and all directors and executive officers of the Company as a group. Unless otherwise indicated, (i) reported ownership is as of May 17, 2013, and (ii) the Company understands that the beneficial owners have sole voting and investment power with respect to the shares beneficially owned by them. In the case of directors and executive officers, the information below has been provided by such persons at the request of the Company. As of May 17, 2013, the Company had issued and outstanding 5,996,212 shares of Common Stock.

                                           Shares Owned       % of
           Beneficial Owner                Beneficially       Class
Nicholas G. Karabots                         2,003,180        33.4
P.O. Box 736
Fort Washington, PA 19034
Albert V. Russo (Director),                 1,116,540 (1)     18.6
Lena Russo, Clifton Russo,
Lawrence Russo
c/o American Simlex Company
401 Broadway
New York, NY 10013
John H. Lewis, et al                          577,973 (2)      9.6
Robert E. Robotti, et al                      571,590 (3)      9.5
Other Directors and Executive Officers
Edward B. Cloues, II                            2,500              *
Lonnie A. Coombs                                3,000              *
Michael P. Duloc                               2,500 (4)           *
Theodore J. Gaasche                              -                 -
Peter M. Pizza                                   -                 -
Samuel N. Seidman                               13,500             *
Christopher V. Vitale                            -                 -
Jonathan B. Weller                              1,500              *
Directors and Executive Officers as a      1,139,540 (1),(4)  19.0
Group (9 persons)



* Indicates less than 1%.

(1) Albert V. Russo, Lena Russo, Clifton Russo and Lawrence Russo have reported that they share voting power as to these shares and that each of them has sole dispositive power as to the following numbers of such shares representing the indicated percentages of the outstanding Common Stock: Albert V. Russo - 663,741 (11.1%); Lena Russo - 33,740 (0.6%); Clifton Russo - 237,617 (4.0%); and Lawrence Russo - 181,442 (3.0%).

(2) The following table sets forth information regarding the beneficial ownership of Common Stock by John H. Lewis, Osmium Partners, LLC ("Osmium Partners"), Osmium Capital, LP ("Fund I"), Osmium Capital II, LP ("Fund II"), and Osmium Spartan, LP ("Fund III"; Fund I, Fund II and Fund III, collectively, the "Funds"), each of 300 Drakes Landing Road, Suite 172, Greenbrae, CA 94904. The information in the table is based solely on a Schedule 13D filed jointly by these persons with the Securities and Exchange Commission on March 27, 2013.

                                      Shares Owned     % of
                    Beneficial Owner  Beneficially   Class(a)
                    John H. Lewis        577,973 (b)   9.6
                    Osmium Partners      553,673 (c)   9.2
                    Fund I               196,322 (d)   3.3
                    Fund II              320,142 (d)   5.3
                    Fund III              32,209 (d)    *

* Indicates less than 1%.

(a) Based upon the number of issued and outstanding shares of Common Stock at May 17, 2013.

(b) Mr. Lewis has sole power to vote or direct the vote, and sole power to dispose or direct the disposition, of 24,300 of such shares, and shares with Osmium Partners the power to vote or direct the vote, and the power to dispose or direct the disposition, of a total of 577,973 of such shares, which are directly owned by the Funds.

(c) Osmium Partners shares with Mr. Lewis the power to vote or direct the vote, and dispose or direct the disposition, of these shares, which are directly owned by the Funds.

(d) The shares are directly owned by the beneficial owner, and the power to vote or direct the vote, and the power to dispose or direct the disposition, of such shares is shared with Mr. Lewis and Osmium Partners.

(3) The following table sets forth information regarding the beneficial ownership of Common Stock by Robert E. Robotti, Robotti & Company, Incorporated ("R&CoI"), Robotti & Company, LLC ("R&CoL"), Robotti & Company Advisors, LLC ("R&CoA") and RVB Value Fund, L.P. ("RV"), all of 6 East 43rd Street, New York, NY 11017-4651, Kenneth R. Wasiak of 488 Madison Avenue, New York, NY 10022 and Ravenswood Management Company, L.L.C. ("RMC"), The Ravenswood Investment Company, L.P. ("RIC") and Ravenswood Investments III, L.P. ("RI"), all of 104 Gloucester Road, Massapequa, NY 11758. The information in the table is based solely on Amendment 2 filed jointly by these persons on February 15, 2012 to the Schedule 13D filed with the Securities and Exchange Commission on October 26, 2007.

                                                 Shares Owned    % of
           Beneficial Owner                      Beneficially  Class(a)
           Robert E. Robotti (b),(c),(d),(e),(f)       571,590   9.5
           R&CoI (b),(c)                               571,590   9.5
           R&CoL (b)                                    4,100     *
           R&CoA (c)                                  567,490    9.5
           RV (d)                                      23,322     *
           Kenneth R. Wasiak (d),(e),(f)              160,887    2.7
           RMC (d),(e),(f)                            160,887    2.7
           RIC (e)                                     86,597    1.4
           RI (f)                                      50,698     *

* Indicates less than 1%.

(a) Based upon the number of issued and outstanding shares of Common Stock at May 17, 2013.

(b) Each of Mr. Robotti and R&CoI share with R&CoL the power to vote or direct the vote, and the power to dispose or direct the disposition, of 4,100 shares of Common Stock owned by the discretionary customers of R&CoL.

(c) Each of Mr. Robotti and R&CoI share with R&CoA the power to vote or to direct the vote, and the power to dispose or direct the disposition, of 406,603 shares of Common Stock owned by the advisory clients of R&CoA.

(d) Each of RMC and Messrs. Robotti and Wasiak share with RV the power to vote or to direct the vote, and the power to dispose or to direct the disposition, of 23,322 shares of Common Stock owned by RV.

(e) Each of RMC and Messrs. Robotti and Wasiak share with RIC the power to vote or direct the vote, and the power to dispose or direct the disposition, of 86,597 shares of Common Stock owned by RIC.

(f) Each of RMC and Messrs. Robotti and Wasiak share with RI the power to vote or to direct the vote, and the power to dispose or direct the disposition, of 50,698 shares of Common Stock owned by RI.

In an institutional investment manager's report on Form 13F filed by Mr. Robotti with the Securities and Exchange Commission on May 15, 2013, he reported that at March 31, 2013, he had sole voting authority and shared investment discretion over 548,308 shares and sole voting authority and investment discretion over an additional 3,525 shares of Common Stock.

(4) Held jointly with Mr. Duloc's spouse.

EXECUTIVE OFFICERS

Set forth below is certain information concerning Christopher V. Vitale, who joined the Company as an executive officer in March 2013.

Christopher V. Vitale, age 37, has been Vice President, General Counsel and Secretary of the Company since March 2013. From April 2012 to March 2013, he was Vice President, Legal at Franklin Square Holdings, L.P. and from August 2011 to March 2012, he was Assistant Vice President, Legal at Franklin Square Holdings, L.P., a national sponsor and distributor of investment products, where he was responsible for securities matters, corporate governance and general corporate matters. From March 2011 to July 2011, Mr. Vitale was the Chief Administrative Officer at WorldGate Communications, Inc.

("WorldGate"), and from April 2009 to July 2011 he was Senior Vice President, General Counsel and Secretary at WorldGate, a provider of digital voice and video phone services and video phones, where he was responsible for managing legal, governance, compliance, litigation, securities and governmental affairs. In 2012, WorldGate filed a voluntary petition for relief under Chapter 7 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware. Prior to joining WorldGate, Mr. Vitale was previously with the law firms of Morgan, Lewis & Bockius LLP and Sullivan & Cromwell LLP.

                       COMPENSATION OF EXECUTIVE OFFICERS

The following table contains summary information regarding the compensation of
the Company's executive officers as required by Item 402(n) of Regulation S-K.

                           Summary Compensation Table

                                                                   All Other
                                               Salary   Bonus   Compensation(2)  Total
    Name and Principal Position      Year(1)    ($)      ($)          ($)         ($)
MICHAEL P. DULOC(3)                    2013   382,500    -(4)      80,281(5)    462,781
President and Chief Executive          2012   382,500    -(4)      62,973(5)    445,473
Officer of the Company's Media
Services business
PETER M. PIZZA
Vice President and Chief Financial     2013   197,400     -          6,253      203,653
Officer of the Company                 2012   196,695     -          6,146      202,841
CHRISTOPHER V. VITALE(6)               2013    33,409     -          1,175       34,584
Vice President, General Counsel and
Secretary of the Company
THEODORE J. GAASCHE(2),(7)             2013   272,308     -          4,355      276,663
Vice Chairman; Former President and    2012   346,738     -          5,112      351,850
Chief Executive Officer of the
Company
IRVING NEEDLEMAN(8)
Former Vice President, General         2013   181,738     -           684       184,422
Counsel and Secretary of the Company   2012   196,695     -           653       197,348


_____________________________


(1) The year references are to the fiscal years ended April 30.

(2) The amounts reported include auto allowances for certain of the named executives and payment of life insurance premiums and, additionally, in the case of Mr. Duloc, other perquisites and personal benefits.

(3) The Company 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 Company has no chief executive officer, with Messrs. Duloc and Gaasche serving as co-principal executive officers. Mr. Duloc is the Chief Executive Officer of Palm Coast and Kable. Mr. Gaasche, in his capacity as Vice Chairman of the Executive Committee (the "Executive Committee") of the Company's Board of Directors (the "Board"), oversees the operations of ASW.

(4) The Compensation and Human Resources Committee established an incentive compensation plan for fiscal 2012 and fiscal 2013 for Mr. Duloc under which he was entitled to earn a cash bonus based upon the levels of revenue and earnings (as defined) attributable to the Company's Media Services business above stated targets. The targets were not reached and no bonus was earned.

(5) In addition to auto allowances and payment of life insurance premiums, the amounts reported include housing expenses of $49,538 for 2012 and $64,906 for 2013, and partial reimbursement for club membership dues

(6) Mr. Vitale joined the Company in March 2013.

(7) Mr. Gaasche ceased being an officer and employee effective January 22, 2013. On January 22, 2013, Mr. Gaasche was appointed Vice Chairman of the Board and of the Executive Committee. Amounts reported in the table relate to executive compensation only and do not include director compensation for board service that commenced after Mr. Gaasche's employment with the Company ceased on January 22, 2013. See "Compensation of Directors."

(8) Mr. Needleman ceased being an officer effective March 7, 2013, and his employment ended on March 29, 2013.

Messrs. Pizza and Duloc have been Company employees since prior to March 1, 2004 and participate in the Company's Retirement Plan for Employees (the "Retirement Plan"), which was amended effective January 1, 1998 to change it into a cash balance defined benefit plan. The Retirement Plan was subsequently frozen effective March 1, 2004, so that in the determination of the benefit payable, a participant's compensation from and after March 1, 2004 is not taken into . . .



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number Description

99.1 Press release, dated May 21, 2013, issued by AMREP Corporation.

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