-----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, Tu1azBeo5sxuJrYnbaoSXrpyrt6PbZy+h6C/T52uY0UK6B2T4rkFpEl0kl6Hl1EH 4QoEHNV1bWC7mblgBQ3eNw== 0000006207-08-000020.txt : 20081010 0000006207-08-000020.hdr.sgml : 20081010 20081010142032 ACCESSION NUMBER: 0000006207-08-000020 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20081010 ITEM INFORMATION: Cost Associated with Exit or Disposal Activities ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20081010 DATE AS OF CHANGE: 20081010 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMREP CORP. CENTRAL INDEX KEY: 0000006207 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] 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: 081117956 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 axr8k101008.txt CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 10, 2008 ------------------------- AMREP CORPORATION - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Oklahoma 1-4702 59-0936128 - -------------------------------------------------------------------------------- (State or Other Jurisdiction of (Commission File (IRS Employer Incorporation or Organization) 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 2.05. Costs Associated with Exit or Disposal Activities. As reported in Item 8.01 of this Current Report, on October 10, 2008, the Company announced that it will unify its magazine subscription, membership and direct mail fulfillment services businesses at its Palm Coast, Florida facility. The unification is part of the Company's plan to streamline operations, improve service and reduce costs in its fulfillment services businesses. As part of this undertaking, the Company will close its facilities in Louisville, Colorado and the portion of its facilities in Mt. Morris, Illinois from which these services are also provided. The Company estimates that the closures will occur over a three-year period and will involve a pre-tax cost to the Company during this period of approximately $7.0 million, including approximately $5.0 million of cash payments comprised of approximately $2.8 million of severance and retention payments, a $1.3 million lease termination fee, and other miscellaneous cash costs and approximately $2.0 million of non-cash charges comprised of accelerated amortization and impairment charges. Item 8.01. Other Events. On October 10, 2008, the Company issued a press release announcing that it will unify the magazine subscription, membership and direct mail fulfillment services businesses of its subsidiaries, Palm Coast Data LLC and Kable Fulfillment Services, Inc., under one brand: Palm Coast Data - and into one location, the Company's fulfillment services facility in Palm Coast, Florida. The unification of these businesses is part of a long range plan, initiated when the Company acquired Palm Coast Data in January 2007, to streamline operations, improve service to clients and create cost efficiencies through the reduction of overhead costs and the elimination of operating redundancies. A copy of the press release is included as Exhibit 99.1 to this Current Report and is incorporated into this Item 8.01 by reference. Item 9.01 Financial Statements and Exhibits. (c) Exhibits. 99.1 Press Release dated October 10, 2008, issued by AMREP Corporation. Forward Looking Statements - -------------------------- The statements in this Current Report regarding the combination of the magazine subscription, membership and direct mail fulfillment services businesses are forward-looking statements within the meaning of the federal securities laws. These statements are subject to numerous risks and uncertainties, many of which are beyond the control of the Company and that could cause actual results to differ materially from such statements, including, without limitation, the Company's ability to efficiently unify the components of its fulfillment services business, the time required and costs involved in doing so, the expected achievement of improved customer service and cost efficiencies, the Company's ability to migrate customers to an integrated data processing system, and the availability of economic and tax incentives. Further information about these and other relevant risks and uncertainties may be found in the Company's Form 10-K and its others filings with the Securities and Exchange Commission. The Company disclaims any intention or obligation to update or -2- revise any forward-looking statements, whether as a result of new information, future events or otherwise. 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: October 10, 2008 EXHIBIT INDEX Exhibit No. Description ----------- ----------- 99.1 Press Release dated October 10, 2008, issued by AMREP Corporation. -3- EX-99 2 axr8kpress101008.txt EXHIBIT 99.1 FOR: AMREP Corporation 300 Alexander Park, Suite 204 Princeton, New Jersey 08540 CONTACT: Peter M. Pizza Vice President and Chief Financial Officer (609) 716-8210 For Immediate Release - --------------------- AMREP CORPORATION ANNOUNCES PLANNED UNIFICATION OF PALM COAST DATA AND KABLE FULFILLMENT SERVICES Princeton, N.J., October 10, 2008 - AMREP Corporation (NYSE:AXR) announced today that it will unify the magazine subscription, membership and direct mail fulfillment services businesses of its subsidiaries, Palm Coast Data and Kable Fulfillment Services, under one brand: Palm Coast Data -- and into one location: Palm Coast, Florida. The Company's magazine and product distribution services businesses will not be affected, and will continue to operate under the Kable brand from their current locations. According to Edward B. Cloues, II, the Chairman of the AMREP Board of Directors, the unification of the fulfillment services businesses is part of a long-range plan, initiated when AMREP acquired Palm Coast Data in January 2007, to streamline operations, improve service to clients and create cost efficiencies through the reduction of overhead costs and the elimination of operating redundancies. When the program is fully implemented, all of the Company's magazine subscription, membership and direct mail fulfillment services will be provided under the Palm Coast Data brand from one location employing a single operating system. Currently these services are provided under two brands, Palm Coast Data and Kable, operating from three locations, Palm Coast, Florida, Louisville, Colorado and Mount Morris, Illinois, with a fourth location in Marion, Ohio having recently been closed. "The unification program will position Palm Coast Data to offer the precise balance of experience, innovation and creativity needed to address the unique challenges faced by our clients", said John Meneough, the Chief Operating Officer of the Company's fulfillment services businesses. "We are unifying operations to enable our staff to be more proactive and more responsive - and our services to be more cost-effective." 1 The Company estimates that full implementation of the program will take approximately three years, and over that period will require approximately $25.0 million of capital expenditures and will involve approximately $7.0 million of non-recurring costs for severance, training and transition, facility closings, equipment relocation and impairment, and accelerated amortization. It is anticipated that the State of Florida and the City of Palm Coast will provide incentives for the program, including cash and employee training grants and tax relief, which could amount to as much as $7.0 million, largely contingent on existing job retention and new job creation. ABOUT AMREP - ----------- AMREP Corporation, through its AMREP Southwest Inc. subsidiary, is a major landholder and leading developer of real estate in New Mexico, and through its other subsidiaries provides subscription fulfillment and related services to publishers and others, distributes magazines to wholesalers and provides product fulfillment services to publishers and others. For more information visit www.amrepcorp.com. - ------------------ The statements in this news release regarding the combination of the magazine subscription, membership and direct mail fulfillment services businesses are forward-looking statements within the meaning of the federal securities laws. These statements are subject to numerous risks and uncertainties, many of which are beyond the control of AMREP and that could cause actual results to differ materially from such statements, including, without limitation, the Company's ability to efficiently unify the components of its fulfillment services businesses, the time required and costs involved in doing so, the expected achievement of improved customer service and cost efficiencies, the Company's ability to migrate customers to an integrated data processing system, and the availability of economic and tax incentives. Further information about these and other relevant risks and uncertainties may be found in the Company's Form 10-K and its others filings with the Securities and Exchange Commission, all of which are available from the Securities and Exchange Commission as well as from other sources. Recipients of this news release are cautioned to consider the risks and uncertainties and to not place undue reliance on the forward-looking statements contained therein. AMREP disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. # # # 2 -----END PRIVACY-ENHANCED MESSAGE-----