-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ob1jOgJPbGQwB+vWMmLKFcb4kCQgLvWPwNRblpoe0je0g/X370Gk/J4GA2UH2z8k awNZa36eygqC9DDe/IWzmw== 0000006207-06-000025.txt : 20060921 0000006207-06-000025.hdr.sgml : 20060921 20060921131833 ACCESSION NUMBER: 0000006207-06-000025 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060920 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year FILED AS OF DATE: 20060921 DATE AS OF CHANGE: 20060921 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMREP CORP CENTRAL INDEX KEY: 0000006207 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 590936128 STATE OF INCORPORATION: OK FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04702 FILM NUMBER: 061101696 BUSINESS ADDRESS: STREET 1: 641 LEXINGTON AVENUE STREET 2: 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2127054700 MAIL ADDRESS: STREET 1: 641 LEXINGTON AVE STREET 2: 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN REALTY & PETROLEUM CORP DATE OF NAME CHANGE: 19671019 8-K 1 axr8k0920.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 20, 2006 ------------------------------- AMREP CORPORATION (Exact Name of Registrant as Specified in Charter) Oklahoma 1-4702 59-0936128 - -------------------------------------------------------------------------------- (State or Other Jurisdiction (Commission File (IRS Employer of Incorporation) Number) Identification Number) 212 Carnegie Center, Suite 302, Princeton, New Jersey 08540 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (609) 716-8200 ---------------------------- Not Applicable - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (see General Instruction A.2 .below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c)under the Exchange Act (17 CFR 240.13e-4(c)) Item 1.01. Entry into a Material Definitive Agreement. On September 20, at the 2006 Annual Meeting of Shareholders of the Company, the shareholders of the Company approved the AMREP Corporation 2006 Equity Compensation Plan (the "Plan"). A copy of the Plan is included as Appendix B to the Company's Proxy Statement dated August 14, 2006 (the "Proxy Statement") forming a part of the Company's Definitive Schedule 14A filed August 14, 2006, and is incorporated by reference as Exhibit 10.1 to this Current Report on Form 8-K. The Plan was adopted by the Company's Board of Directors on July 20, 2006, subject to shareholder approval, and became effective with such shareholder approval on September 20, 2006. The material terms of the Plan are summarized in the Proxy Statement under the caption "APPROVAL OF ADOPTION OF THE AMREP CORPORATION 2006 EQUITY COMPENSATION PLAN." The information contained under the above referenced caption in the Proxy Statement is incorporated herein by reference. Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. In accordance with a proposal to amend the Company's Certificate of Incorporation disclosed in the Proxy Statement, on September 20, 2006 after approval by the shareholders, the Company amended Paragraph (b) of Article SEVENTH of the Company's Certificate of Incorporation to allow the Board of Directors to fill vacancies created by an increase in the number of directors comprising the Board. Previously, only the shareholders of the Company had this authority. The By-Laws of the Company contained a comparable provision limiting the authority of the Board and, on September 20, 2006, the Board amended Section 2 of Article III of the By-Laws which deals with the filling of vacancies to conform to the Certificate of Incorporation, as so amended. Also, on September 20, 2006, the Board of Directors amended Section 1 of Article V of the By-Laws which deals with the procedure to amend the By-Laws to conform to the provision of the Oklahoma General Corporation Act according to the Board the exclusive power to amend the By-Laws absent a contrary provision in the Certificate of Incorporation. The foregoing description of the two amended By-Laws is qualified by reference to their full text which is set forth in Exhibit 3.1 hereto. Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description - ----------- ----------- 3.1 Article III, Section 2 and Article V, Section 1 of the By-Laws, as amended. 10.1 2006 Equity Compensation Plan (incorporated by reference to Appendix B to the Proxy Statement forming a part of the Definitive Schedule 14A filed by the Registrant on August 14, 2006). -2- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. AMREP CORPORATION ----------------- (Registrant) By: /s/ Peter M Pizza --------------------- Peter M. Pizza Vice President and Chief Financial Officer Date: September 21, 2006 EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 3.1 Article III, Section 2 and Article V, Section 1 of the By-Laws, as amended. 10.1 2006 Equity Compensation Plan (incorporated by reference to Appendix B to the Proxy Statement forming a part of the Definitive Schedule 14A filed by the Registrant on August 14, 2006). -3- EX-3.(I) 2 axr8k0920exh3.txt Exhibit 3.1 AMENDED BY-LAWS --------------- Article III, Section 2 - ---------------------- Section 2. Vacancies - Change in Number of Directors - --------- ----------------------------------------- Newly created directorships resulting from any increase in the number of Directors and vacancies on the Board occurring otherwise than by removal may be filled by the majority of the remaining members of the Board, though less than a quorum, or by a sole remaining Director, or by the shareholders, and any person so elected shall hold office for the remainder of the term of the class of Directors in which the new directorship was created or the vacancy occurred and until such Director's successor shall have been elected and qualified. A vacancy caused by removal of a Director shall be filled by the shareholders. No decrease in the number of Directors constituting the Board shall shorten the term of any incumbent Director. Article V, Section 1 - -------------------- Section 1. Alterations - Amendments - Repeal - ---------- --------------------------------- Subject to the Certificate of Incorporation, these By-Laws may be altered or repealed, and other By-Laws may be adopted, by a majority of the entire Board of Directors at any regular or special meeting. -----END PRIVACY-ENHANCED MESSAGE-----