SC TO-I/A 1 0001.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement (Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934) (Amendment No. 4) AMREP CORPORATION (Name of Subject Company (issuer)) AMREP CORPORATION (issuer and offeror) (Name of Filing Person(s) (identifying status as offeror, issuer or other person)) Common Stock, par value $.10 per share (Title of Class of Securities) 032159105 (CUSIP Number of Class of Securities) Edward B. Cloues, II, Chairman of the Board P.O. Box 888 Pitman, New Jersey 08071-0888 (856) 256-3310 (Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons) COPY TO: Edward B. Winslow Jacobs Persinger & Parker 77 Water Street New York, New York 10005 (212) 344-1866 [ ] Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: N/A Filing Party: N/A Form or Registration No.: N/A Date Filed: N/A [ ] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [ ] third party tender offer subject to Rule 14d-1. [X] issuer tender offer subject to Rule 13e-4. [ ] going-private transaction subject to Rule 13e-3. [ ] amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: [X] INTRODUCTORY STATEMENT This Amendment No. 4 to Tender Offer Statement on Schedule TO (the "Statement") relates to the tender offer by AMREP Corporation, an Oklahoma corporation (the "Company"), to purchase up to 725,000 shares of its common stock, par value $.10 per share (the "Shares"), at prices, net to the seller in cash, not greater than $7.00 nor less than $5.25 per Share, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated May 4, 2000 (the "Offer to Purchase") and the related Letter of Transmittal. Copies of the Offer to Purchase and Letter of Transmittal were previously filed as Exhibits (a)(1)(i) and (a)(1)(ii), respectively, to this Statement and incorporated herein be reference. ITEM 4. TERMS OF THE TRANSACTION The Statement is amended in answer to Item 4 of Schedule TO to add the following: "The Offer expired on June 6, 2000 at 5:00 p.m. New York City time. AMREP accepted a total of 587,654 shares of common stock at a purchase price of $7.00 per share. After purchase of the shares AMREP will have 6,652,696 shares of common stock outstanding." On June 12, 2000, the Company issued a press release announcing the final results of the Offer, a copy of which is filed as Exhibit (a)(5)(iii) hereto and is incorporated herein by reference. ITEM 12. EXHIBITS The Statement is further amended in answer to Item 12 of Schedule TO to amend and restate Item 12 in its entirety as follows: (a)(1)(i) Form of Offer to Purchase dated May 4, 2000.* (a)(1)(ii) Form of Letter of Transmittal.* (a)(1)(iii) Form of Notice of Guaranteed Delivery.* (a)(1)(iv) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* (a)(1)(v) Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* (a)(1)(vi) Form of Letter from the Company to participants in the Company Savings and Salary Deferral Plan, including the form of Direction Form to the Trustee of said Plan from participants in said Plan.* (a)(1)(vii) Form of letter dated May 4, 2000 from the Chairman of the Company's Board of Directors to shareholders of the Company.* (a)(1)(viii) Guidelines for Certification of Taxpayer Identification Number on Form W-9.* (a)(5) Form of Press Release issued by the Company dated May 2, 2000.* (a)(5)(ii) Form of Press Release issued by the Company dated June 7, 2000.* (a)(5)(iii) Form of Press Release issued by the Company dated June 12, 2000.** (b)(1) Master Loan Agreement dated effective February 26, 1999 between AMREP Southwest, Inc. and Norwest Bank New Mexico, N.A.* (b)(2) First Amendment to Master Loan Agreement Amended Effective January 26, 2000.* _____________________ * Filed previously ** Filed herewith SIGNATURE After due 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. AMREP CORPORATION By: /s/ Mohan Vachani -------------------------------- Name: Mohan Vachani Title: Senior Vice President & Chief Financial Officer Dated: June 12, 2000 INDEX TO EXHIBITS ITEM DESCRIPTION (a)(1)(i) Form of Offer to Purchase dated May 4, 2000.* (a)(1)(ii) Form of Letter of Transmittal.* (a)(1)(iii) Form of Notice of Guaranteed Delivery.* (a)(1)(iv) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* (a)(1)(v) Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* (a)(1)(vi) Form of Letter from the Company to participants in the Company Savings and Salary Deferral Plan, including the form of Direction Form to the Trustee of said Plan from participants in said Plan.* (a)(1)(vii) Form of letter dated May 4, 2000 from the Chairman of the Company's Board of Directors to shareholders of the Company.* (a)(1)(viii) Guidelines for Certification of Taxpayer Identification Number on Form W-9.* (a)(5) Form of Press Release issued by the Company dated May 2, 2000.* (a)(5)(ii) Form of Press Release issued by the Company dated June 7, 2000.* (a)(5)(iii) Form of Press Release issued by the Company dated June 12, 2000.** (b)(1) Master Loan Agreement dated effective February 26, 1999 between AMREP Southwest, Inc. and Norwest Bank New Mexico, N.A.* (b)(2) First Amendment to Master Loan Agreement Amended Effective January 26, 2000.* ---------- * Filed previously. ** Filed herewith.