-----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, P2aR6NWtLmR0lkAvAMVuv6Yh4gHgfLlRJTn/osItNpsCJsjTXUH0UW9ukuKO28rp p+4EXKmbe4VHLNcy+4RPTA== 0000006207-06-000032.txt : 20061109 0000006207-06-000032.hdr.sgml : 20061109 20061109154306 ACCESSION NUMBER: 0000006207-06-000032 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061107 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061109 DATE AS OF CHANGE: 20061109 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: 061201945 BUSINESS ADDRESS: STREET 1: 300 ALEXANDER PARK STREET 2: SUITE 204 CITY: PRINCETON STATE: NJ ZIP: 08540 BUSINESS PHONE: (609) 716-8200 MAIL ADDRESS: STREET 1: 300 ALEXANDER PARK STREET 2: SUITE 204 CITY: PRINCETON STATE: NJ ZIP: 08540 FORMER COMPANY: FORMER CONFORMED NAME: AMREP CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN REALTY & PETROLEUM CORP DATE OF NAME CHANGE: 19671019 8-K 1 axr8k1108.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): November 7, 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) 300 Alexander Park, Suite 204, 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 November 7, 2006, Kable Media Services, Inc. ("Kable"), a wholly-owned subsidiary of AMREP Corporation (the "Company"), and Glen Garry Acquisition, Inc., a wholly-owned subsidiary of Kable organized for the purposes of the transaction (" Merger Sub"), entered into an Agreement and Plan of Merger (the "Agreement") with Palm Coast Data Holdco, Inc. ("Holdings"), Palm Coast Data, LLC, a wholly owned subsidiary of Holdings ("Palm Coast Data"), Allied Capital Corporation ("Allied") and the other stockholders of Holdings as set forth in the Agreement (together with Allied, the "Sellers"). The Company is a party to the Agreement for the limited purpose of guaranteeing Kable's obligation to pay the merger consideration at closing. The Agreement provides for the merger of Merger Sub with and into Holdings, with Holdings surviving the merger. As a result of the merger, Holdings and Palm Coast Data will become direct and indirect wholly-owned subsidiaries of Kable, respectively. The merger consideration will total approximately $92 million, subject to certain adjustments, including a working capital adjustment. As part of the merger consideration, Kable will acquire the equity of Holdings for approximately $58 million (including $3.5 million to be placed into escrow to secure certain representations and covenants of the Sellers) of cash. Approximately $3.3 million of the merger consideration will be used to settle outstanding stock options, stock appreciation rights and phantom debt of Holdings. The balance of the merger consideration will be used to discharge the outstanding debt of Holdings and Palm Coast Data. The parties have made customary representations, warranties, and covenants in the Agreement. The transaction is conditioned, among other things, on the termination or expiration of the applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act, and is expected to close in early 2007. The Company issued a press release on November 8, 2006 with respect to this transaction, which is included with this filing as Exhibit 99.1. Item 9.01 Financial Statements and Exhibits (d) Exhibits. Exhibit No. Description - ----------- ----------- 99.1 Press released dated November 8, 2006. -2- SIGNATURE 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: November 9, 2006 ----------------- -3- EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 Press released dated November 8, 2006. -4- EX-99 2 pressrelease1108.txt PRESS RELEASE Exhibit 99.1 FOR IMMEDIATE RELEASE AMREP CORPORATION ANNOUNCES AGREEMENT TO ACQUIRE PALM COAST DATA -------------------------- Princeton, NJ, November 8, 2006 - AMREP Corporation (NYSE- AXR) today announced that its Kable Media Services, Inc. ("Kable") subsidiary has entered into an agreement to acquire Palm Coast Data Holdco, Inc. The total transaction value is approximately $92 million, subject to working capital and other adjustments. Kable plans to finance the acquisition using a combination of internal funds and borrowings. The closing of the transaction is subject to regulatory review and other customary closing conditions and is expected to occur early in 2007. About AMREP Corporation: AMREP Corporation is primarily engaged in two businesses: land development and magazine and product service operations. Its AMREP Southwest subsidiary is a major landholder and a leading developer of real estate in New Mexico. It is the founder of Rio Rancho, now the third largest city in New Mexico, where the focus of its current activity is on the entitlement, development and sale of land for residential, commercial and industrial uses. Its Kable Media Services business, which was founded in 1932, has major locations in Illinois, Colorado, Ohio and New York City, and provides an array of magazine and product fulfillment and fulfillment-related services to publishers and others and distributes magazines, both in the United States and elsewhere in the world. About Palm Coast Data: Palm Coast Data, LLC, located in the Florida city of Palm Coast, has been providing services to the magazine publishing industry since 1984 and is a leading provider of such services in the United States. The bulk of the company's business comes from the publishing industry with a smaller share coming from membership organizations and product marketers. Palm Coast Data, LLC is a wholly-owned subsidiary of Palm Coast Data Holdco, Inc. *** The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements made by AMREP or on its behalf. These statements are made on the basis of management's views and assumptions; as a result, there can be no assurance that management's expectations will necessarily come to pass. The actual financial impact of the transaction and other actual events and developments could differ materially from those expressed or implied in forward-looking statements. Important factors that could cause actual operating performance or financial condition or other actual events or developments to differ from those expressed or implied in the forward-looking statements include, but are not limited to, the ability of AMREP to satisfy the conditions precedent to closing the transaction and otherwise consummate the transaction. Investors are also directed to consider the risks and uncertainties discussed in other documents AMREP has filed with the Securities and Exchange Commission. AMREP does not undertake to update any forward-looking statement that may be made from time to time by or on its behalf. CONTACT: Peter M. Pizza Vice President and Chief Financial Officer AMREP Corporation (609) 716-8210 (609) 716-8255 (fax) -----END PRIVACY-ENHANCED MESSAGE-----