-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, FQNedtqsSaH6+/alyCPbR/3CW9XJnrKAeWee33n2q9iHPP2u8k4h0B7ORqZpwjvE owOWnlkpmvk1+lvLInxWiA== 0000950109-94-001720.txt : 19940920 0000950109-94-001720.hdr.sgml : 19940920 ACCESSION NUMBER: 0000950109-94-001720 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19940919 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMREP CORP CENTRAL INDEX KEY: 0000006207 STANDARD INDUSTRIAL CLASSIFICATION: 1531 IRS NUMBER: 590936128 STATE OF INCORPORATION: OK FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-12681 FILM NUMBER: 94549521 BUSINESS ADDRESS: STREET 1: 10 COLUMBUS CIRCLE STREET 2: SUITE 1300 CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2125417300 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN REALTY & PETROLEUM CORP DATE OF NAME CHANGE: 19671019 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NICK G KARABOTS CENTRAL INDEX KEY: 0000918213 STANDARD INDUSTRIAL CLASSIFICATION: 0000 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: P O BOX 736 CITY: FORT WASHINGTON STATE: PA ZIP: 19034 BUSINESS PHONE: 2156435800 SC 13D/A 1 SCHEDULE 13-D AMENDMENT NO. 6 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------------- SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6) AMREP Corporation ------------------------------------ (Name of Issuer) Common Stock -------------------------------- (Title of Class of Securities) 032159105 ---------------- (CUSIP Number) Nick G. Karabots P. O. Box 736 Fort Washington, PA 19034 (215) 643-5800 ------------------------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 15, 1994 --------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with the statement [ ]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 10 pages CUSIP No. 032159105 Page 2 of 10 pages - ------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Nick G. Karabots ###-##-#### - ------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ] (b)[ ] - ------------------------------------------------------------------------------- 3. SEC USE ONLY - ------------------------------------------------------------------------------- 4. SOURCE OF FUNDS* AF, PF, OO - ------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) - ------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States - ------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF 2,227,103 SHARES ------------------------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER OWNED BY EACH 0 REPORTING PERSON ------------------------------------------------------- WITH 9. SOLE DISPOSITIVE POWER 2,227,103 ------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,227,103 - ------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 30.5% - ------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON* IN - ------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 032159105 Page 3 of 10 pages - ------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Glendi Publications, Inc. 59-2235938 - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ] (b)[ ] - ------------------------------------------------------------------------------- 3. SEC USE ONLY - ------------------------------------------------------------------------------- 4. SOURCE OF FUNDS* AF, WC, OO - ------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) - ------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF 930,190 SHARES ------------------------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER OWNED BY EACH 0 REPORTING PERSON ------------------------------------------------------- WITH 9. SOLE DISPOSITIVE POWER 930,190 ------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 930,190 - ------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.7% - ------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON* CO - ------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 032159105 Page 4 of 10 pages This Amendment No. 6 to Schedule 13D ("Amendment No. 6") amends and supplements the prior statement on Schedule 13D (the "Statement") as filed by Mr. Karabots on Amendment No. 5 to Schedule 13D dated June 2, 1994, Amendment No. 4 to Schedule 13D dated March 1, 1994 and Amendment No. 3 to Schedule 13D dated January 31, 1994, which Amendment No. 3 to Schedule 13D amended and restated the entire text of the statement on Schedule 13D dated August 4, 1993, as amended by Amendment No. 1 dated December 22, 1993 and Amendment No. 2 dated January 21, 1994 relating to the Common Stock, $.10 par value, of AMREP Corporation, an Oklahoma corporation. In the event that any disclosure contained in this Amendment No. 6 is inconsistent with the disclosures contained in the Statement, the disclosures contained herein shall supersede such inconsistent disclosures from the date of this Amendment No. 6. Item 2. Identity and Background Item 2 of the Statement is hereby amended and restated in its entirety as follows: This Statement is being filed by Nick G. Karabots ("Mr. Karabots") and Glendi Publications, Inc., a Delaware corporation ("Glendi"). Prior to September 6, 1994, Glendi was known as SLC Graphics, Inc. ("SLC"). Mr. Karabots' principal business address is P.O. Box 736, Fort Washington, PA 19034. His principal occupation is owning and operating businesses, primarily in the fields of printing, publishing and real estate development. Mr. Karabots is a United States citizen. Glendi's principal business address is P.O. Box 736, Fort Washington, PA 19034, and its principal business is magazine publishing. Mr. Karabots is the sole stockholder, sole director and chief executive officer of Glendi. During the last five years, none of the persons named in this Item 2 has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding been or become subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. CUSIP No. 032159105 Page 5 of 10 pages Item 3. Source and Amount of Funds or Other Consideration Item 3 of the Statement is hereby amended by adding three new paragraphs following the last paragraph of Item 3 as follows: Mr. Karabots acquired beneficial ownership of an aggregate of 56,000 shares of Common Stock of the Corporation through open market purchases made by Glendi between June 3, 1994 and September 14, 1994 for an aggregate purchase price of $409,476.50. Glendi made these purchases using general corporate funds. Glendi took title to 400,000 shares of Common Stock of the Corporation on August 31, 1994 by transfer from Mr. Karabots. Mr. Karabots acquired beneficial ownership of 301,990 shares (the "Kane- Miller Shares") of Common Stock of the Corporation held by Kane-Miller Corp., a Delaware corporation ("Kane-Miller"), when Glendi entered into a Memorandum of Agreement to Sell Stock with Kane-Miller on September 15, 1994 (the "Sale Agreement"), a copy of which is attached hereto as Exhibit E and incorporated herein by reference. Glendi acquired the Kane-Miller Shares on September 19, 1994 in accordance with the Sale Agreement for a total purchase price of $2,415,920, using a combination of corporate funds and the corporate funds of affiliated companies wholly owned by Mr. Karabots. Item 5. Interest in Securities of the Issuer Item 5 of the Statement is hereby amended by deleting paragraphs (a), (b) and (c) thereof and substituting therefor the following: (a) Mr. Karabots beneficially owns all of the 2,227,103 shares of the Common Stock reported on this Statement, which shares represent approximately 30.5% of the outstanding shares of the Common Stock./1/ Mr. Karabots owns 776,913 of such shares of the Common Stock directly, he owns 930,190 of such shares indirectly through Glendi, and he owns the remaining 520,000 of such shares indirectly through other corporations of which he is the sole shareholder, sole director and chief executive officer, none of which corporations individually owns five percent or more of the outstanding shares of the Common Stock. (b) Mr. Karabots has sole voting and sole dispositive power as to all of the 2,227,103 shares of the Common Stock reported on this Statement. Glendi also has sole voting and sole dispositive power as to 930,190 of such shares. - --------------------------- /1/ The percentage of outstanding shares of the Common Stock was calculated with reference to the shares outstanding as of July 20, 1994, as reported in the Corporation's Annual Report on Form 10-K for the fiscal year ended April 30, 1994. CUSIP No. 032159105 Page 6 of 10 pages (c) Glendi has purchased 56,000 shares of the Common Stock on the open market since June 2, 1994, as set forth on Annex I hereto. Glendi took title to 400,000 shares of the Common Stock from Mr. Karabots on August 31, 1994. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Item 6 of the Statement is hereby amended by adding a new paragraph following the fourth paragraph of Item 6 as follows. On September 15, 1994, Glendi and Kane-Miller entered into the Sale Agreement, which provided for the purchase of the Kane-Miller Shares by Glendi at a price of eight dollars per share or a total purchase price of $2,415,920. The purchase of the Kane-Miller Shares pursuant to the Sale Agreement was consummated on September 19, 1994. Item 7. Material to be Filed as Exhibits Item 7 of the Statement is hereby amended by adding a new paragraph following the last paragraph of Item 7 as follows: E. Memorandum of Agreement to Sell Stock, dated September 13, 1994 (signed by Glendi on September 15, 1994), between Kane-Miller Corp. and Glendi Publications, Inc. CUSIP No. 032159105 Page 7 of 10 pages SIGNATURE --------- After reasonable 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. September 19, 1994 /s/ Nick G. Karabots ------------------------- ---------------------------------- Date Nick G. Karabots CUSIP No. 032159105 Page 8 of 10 pages SIGNATURE --------- After reasonable 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. GLENDI PUBLICATIONS, INC. September 19, 1994 By: /s/ Nick G. Karabots ------------------------- -------------------------------- Date Name: Nick G. Karabots Title: Chairman CUSIP No. 032159105 Page 9 of 10 pages ANNEX I OPEN MARKET PURCHASES OF COMMON STOCK OF THE CORPORATION SINCE JUNE 2, 1994
Person Effecting Nature of Number of Price Per Date Transaction Transaction Shares Share June 7, 1994 Glendi Purchase 7,000 $7.75 June 29, 1994 Glendi Purchase 5,000 $7.00 June 29, 1994 Glendi Purchase 2,500 $7.00 July 5, 1994 Glendi Purchase 25,000 $7.00 July 11, 1994 Glendi Purchase 11,000 $7.75 July 19, 1994 Glendi Purchase 5,500 $7.723
CUSIP No. 032159105 Page 10 of 10 pages EXHIBIT INDEX
Exhibit Page No. - ------- -------- Memorandum of Agreement to Sell Stock, dated September 13, 1994 (signed by Glendi on September 15, 1994), between Kane-Miller Corp. and Glendi Publications, Inc. 11
EX-11 2 AGREEMENT TO SELL STOCK MEMORANDUM OF AGREEMENT TO SELL STOCK September 13, 1994 Seller: Kane-Miller Corp. - ------- 555 White Plains Road Tarrytown, New York 10591 Purchaser: Glendi Publications, Inc. - ---------- P.O. Box 736 Fort Washington, Pennsylvania 19034 Gentlemen: Kane-Miller Corp. ("Seller") hereby agrees to sell to Glendi Publications, Inc. (formerly known as SLC Graphics, Inc.) or designee ("Purchaser") on September 16, 1994 (the "Closing Date"), and Purchaser agrees to purchase from Seller in accordance with the terms of this agreement Three Hundred One Thousand Nine Hundred Ninety (301,990) shares of Common Stock ($.10 par value per share) of AMREP Corporation, an Oklahoma corporation ("Shares") owned by Seller. 1. Price: ------ The aggregate price ("Price") to be paid by Purchaser to Seller for the Three Hundred One Thousand Nine Hundred Ninety (301,990) Shares is Two Million Four Hundred Fifteen Thousand Nine Hundred Twenty ($2,415,920.00) and 00/100 Dollars. The price per share is Eight and 00/100 ($8.00) Dollars. 2. Payment: -------- Purchaser shall make payment to Seller of the Price on the Closing Date by Purchaser causing its agent, Pershing/DBS Division of Donaldson, Lufkin & Jenrette Securities Corporation ("Pershing") to make payment by journal entry in clearinghouse immediately available funds to the Seller's agent ("Agent"), Neuberger & Berman, 605 Third Avenue, New York, New York 10158 for Seller's Account, No. 050-39736- 002, Attn: Marvin Schwartz or Herbert Ackerman (212-476-9000). The sale of the Shares contemplated by this agreement shall be deemed a sale away from all stock exchanges, and without any commissions or brokerages required to be paid by either party. Each party represents and warrants to the other party that all negotiations relating to this Memorandum of Agreement have been carried on by them directly without the intervention of any person, firm, corporation or entity who or which may be entitled to any brokerage fee or any commission in respect to the execution of this Memorandum of Agreement or the consummation of the transactions contemplated hereby, and each party hereby agrees to indemnify and hold the other party harmless from and against any and all claims, losses, liabilities or expenses (including reasonable attorneys' fees and expenses) which may be asserted against such other party as a result of any dealings, arrangements or agreements between the first such party and any such person, firm, corporation or entity. Each party shall bear all of their respective costs, expenses, fees and taxes of this transaction. 3. Closing: -------- The Closing on the sale of Shares by Seller to Purchaser shall take place on the Closing Date in the manner set forth in this Memorandum of Agreement. All transactions at the Closing shall be deemed to have occurred simultaneously, and the respective obligations of Seller to deliver the Shares and of the Purchaser to purchase and pay for the Shares shall be conditions concurrent to the closing. If the transaction is not consummated by September 16, 1994 because of Purchaser's failure to cause payment to be made, Seller has the option to (a) extend the Closing Date or (b) (i) cancel this agreement and (ii) exercise Seller's other rights (if any) at law or in equity. 4. Deliveries by Seller and Purchaser: ----------------------------------- (a) At the Closing, Seller shall cause the Shares to be transferred by the Depository Trust Company to or for Purchaser's account at Pershing (Account No. 3FW-204429-1-800) and covenants and agrees to execute any and all letters of authorization, stock powers, and any other documents that are reasonably necessary to transfer to the Purchaser beneficial ownership of all of the Shares, free and clear of all pledges, liens, claims, encumbrances, options, agreements, warrants, calls and restrictions of any kind. The transfer shall be deemed consummated when the Price is received by Seller's Agent and the Shares are received by Pershing, each in accordance with the terms of this Agreement. (b) At the Closing, Purchaser shall deliver to Pershing the Price for delivery to Seller's account at Neuberger & Berman as set forth in Paragraph 2. 5. Representations and Warranties of Seller: ----------------------------------------- Seller represents and warrants to Purchaser as follows: (a) Authority Relative to this Agreement. Seller has the power and ------------------------------------- capacity to execute, deliver and perform this agreement and sell the Shares and to consummate the transactions contemplated hereby. The sale of the Shares has been duly and validly authorized by Seller's Board of Directors. This agreement constitutes a valid and binding agreement of Seller, enforceable against Seller in accordance with its terms. Seller is not subject to or obligated under any contract provision or other agreement, or subject to any order, decree, law, rule or regulation which would be violated by its execution, delivery, or performance of this agreement or the selling of the Shares as provided herein. (b) Title to the Shares. Seller owns all the Shares beneficially, -------------------- free and clear of all pledges, liens, claims, encumbrances, options, agreements, warrants, calls and restrictions of any kind other than those created hereunder. (c) Consents and Approvals; No Violation. There is no requirement ------------------------------------- applicable to Seller to make any filing with, or to obtain any permit, authorization, consent or approval of, any governmental or regulatory authority as a condition to the lawful consummation by Seller of the transactions contemplated by the sale of the Shares. Neither the sale and delivery of the Shares by Seller nor the consummation of the transactions contemplated hereby will (i) result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, agreement, lease or other instrument or obligation to which Seller is a party or by which any of Seller's assets may be bound which would materially adversely affect Seller's ability to perform Seller's obligations under this agreement, or (ii) violate any order, writ, injunction or decree applicable to Seller or any of Seller's assets which would materially adversely affect Seller's ability to perform Seller's obligations hereunder. (d) All of the Shares were purchased by Seller in open market purchases consummated between on or about July 22, 1987 and on or about February 15, 1990. None of the Shares are currently certificated; rather, they are held by Seller's Agent, in "street name" and there are no restrictions or limitations at such Agent or at Depository Trust Company which would prevent Seller from transferring the Shares to Purchaser in accordance with the terms hereof. 6. Representations and Warranties of Purchaser: -------------------------------------------- Purchaser represents and warrants to Seller as follows: (a) Authority Relative to this Agreement. Purchaser has the power ------------------------------------- and capacity to execute, deliver and perform this agreement and purchase the Shares and to consummate the transactions contemplated hereby. The purchase of the Shares and the payment of the Price have been duly and validly authorized by Purchaser's Board of Directors. This agreement constitutes a valid and binding agreement of Purchaser, enforceable against Purchaser in accordance with its terms. Purchaser is not subject to or obligated under any contract provision or other agreement, or subject to any order, decree, law, rule or regulation which would be violated by its execution, delivery, or performance of this agreement or the purchasing of the Shares as provided herein. (b) Consents and Approvals; No Violation. There is no requirement ------------------------------------- applicable to Purchaser to make any filing with, or to obtain any permit, authorization, consent or approval of, any governmental or regulatory authority as a condition to the lawful consummation by Purchaser of the transactions contemplated by the purchase of the Shares. Neither the execution and delivery of the Memorandum of Agreement by Purchaser, nor the consummation of the transactions contemplated hereby will (i) result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, agreement, lease or other instrument or obligation to which Purchaser is a party or by which any of Purchaser's assets may be bound which would materially adversely affect Purchaser's ability to perform Purchaser's obligations under this agreement, or (ii) violate any order, writ, injunction or decree applicable to Purchaser or any of Purchaser's assets which would materially adversely affect Purchaser's ability to perform Purchaser's obligations hereunder. (c) Binding on Permitted Successors and Assigns. If the agreement is -------------------------------------------- assigned by Purchaser as provided in the Memorandum of Agreement and the Shares are acquired by Purchaser's assignee or designee, such assignee or designee shall be deemed to have also made the foregoing representations and warranties as made by Purchaser and they shall be true and correct as to such assignee or designee. 7. Title to the Shares. -------------------- When received by Pershing, all of the Shares shall have been duly and validly negotiated and transferred and title thereto shall be good and marketable in Purchaser free and clear of all pledges, liens, claims, encumbrances, options, agreements, warrants, calls, and restrictions of any kind. 8. Equitable Remedies. ------------------- Seller hereby acknowledges that the Shares are unique and are otherwise unavailable, and therefore agrees that in addition to any other remedies available to the Purchaser, Purchaser may invoke and obtain any applicable equitable remedies, including specific performance, to enforce delivery of the Shares hereunder. 9. Miscellaneous: -------------- (a) Notices. All notices and other communications required or -------- permitted hereunder shall be in writing and shall be deemed given if delivered personally or by facsimile transmission, telexed or mailed by registered or certified mail (return receipt requested), postage prepaid or by nationally recognized overnight courier, to the parties at the following addresses (or at such other address for a party as shall be specified by like notice; provided, that notices of a change of address shall be effective only upon receipt thereof): If to Seller: Kane-Miller Corp. 555 White Plains Road Tarrytown, NY 10591 Attention: President Fax: (914) 631-4707 If to Purchaser: Glendi Publications, Inc. P.O. Box 736 Fort Washington, PA 19034 Fax: (215) 643-3818 (b) Assignment. Neither party shall have the right to assign any ----------- rights or interest or delegate any obligations hereunder without the prior written consent of the other party, except that Purchaser may assign its right to purchase the Shares to another corporation affiliated with Purchaser by common ownership. Any such assignment by Purchaser shall not relieve it of its obligations for the payment of the Price. (c) Governing Law. This agreement shall be governed by the laws of -------------- the State of New York (regardless of the laws that might otherwise govern under applicable New York principles of conflicts of law). (d) Counterparts. This agreement may be executed in counterparts, ------------- each of which shall be deemed an original, but both of which together shall constitute one and the same instrument. (e) Entire Agreement. This agreement embodies the entire agreement ----------------- and understanding of the parties hereto in respect of the transactions contemplated by this Agreement. There are no restrictions, promises, representations, warranties, covenants or undertakings, other than those expressly set forth or referred to herein. This agreement supersedes all prior agreements and understandings between the parties with respect to such transactions. (f) Successors and Assigns. This agreement shall be binding upon and ----------------------- inure to the benefit of the parties hereto and their respective successors and permitted assigns (except as otherwise provided by subparagraph (b) above). (g) All of the representations and warranties of each party shall survive the Closing and, notwithstanding any investigation conducted before or after the Closing or the decision of either party to complete the Closing, the parties hereto shall be entitled to rely upon the representations and warranties set forth herein. KANE-MILLER CORP. By: /s/ Harold Oelbaum --------------------------- Harold Oelbaum, President GLENDI PUBLICATIONS, INC. By: /s/ Nick G. Karabots (executed --------------------- Sept. 15, Nick G. Karabots, 1994) Chairman -----END PRIVACY-ENHANCED MESSAGE-----