-----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, SlF/qQmglpaWICR9HkYvFl8LDCLgaY4HaZGlb3rFiSaBqVgfumIHpJTSKsWtWG9a kbcRCayhBl1HPBFP3y6jPA== 0000950136-00-000767.txt : 20000519 0000950136-00-000767.hdr.sgml : 20000519 ACCESSION NUMBER: 0000950136-00-000767 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000518 GROUP MEMBERS: GREENPLEX INVESTMENT GROUP MEMBERS: GREENPLEX INVESTMENTS LLC ET AL GROUP MEMBERS: RECORP PARTNERS GROUP MEMBERS: RIO VERDE GROUP MEMBERS: STEVEN S. ROBSON SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMREP CORP CENTRAL INDEX KEY: 0000006207 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] IRS NUMBER: 590936128 STATE OF INCORPORATION: OK FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-12681 FILM NUMBER: 639739 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GREENPLEX INVESTMENTS LLC ET AL CENTRAL INDEX KEY: 0001113616 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 860805127 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 7720 EAST REDFIELD RD. STREET 2: SUITE 8 CITY: SCOTTSDALE STATE: AZ ZIP: 85260 BUSINESS PHONE: 4809912288 MAIL ADDRESS: STREET 1: 7720 EAST REDFIELD RD. STREET 2: SUITE 8 CITY: SCOTTSDALE STATE: AZ ZIP: 85260 SC 13D 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. __)* AMREP Corporation -------------------- (Name of Issuer) Common Stock -------------------- (Title of Class of Securities) 032159105 -------------------- (CUSIP Number) David P. Maniatis With a copy to: 7720 East Redfield Road Morris Orens, Esq. Suite 8 Swidler Berlin Shereff Friedman, LLP Scottsdale, Arizona 85260 405 Lexington Avenue (480) 991-2288 New York, New York 10174 (212) 973-0111 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 12, 2000 (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 statement because of Rule 13d-1(e), (f) or (g), check the following: [ ]. Note: An EDGAR version of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-7 for other parties to whom copies are to be sent. *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). SCHEDULE 13D - -------------------------------------------------------------------------------- CUSIP No. 032159105 Page 2 of Pages ---- ---- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Recorp Partners, Inc. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* 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 - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 15,000 BENEFICIALLY ----------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH 0 REPORTING ----------------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH 15,000 ----------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,000 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.02%** - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- * SEE INSTRUCTIONS ** SEE ITEMS 4, 5 AND 6 SCHEDULE 13D - -------------------------------------------------------------------------------- CUSIP No. 032159105 Page 3 of Pages ---- ----- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Greenplex Investments, L.L.C. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* 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 Arizona - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 256,126 BENEFICIALLY ------------------------------------------------------------ OWNED BY 8 SHARED VOTING POWER EACH 0 REPORTING ------------------------------------------------------------ PERSON 9 SOLE DISPOSITIVE POWER WITH 256,126 ------------------------------------------------------------ 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 256,126 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.02** - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO - -------------------------------------------------------------------------------- * SEE INSTRUCTIONS ** SEE ITEMS 4, 5 AND 6 SCHEDULE 13D - -------------------------------------------------------------------------------- CUSIP No. 032159105 Page 4 of Pages ---- ----- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Rio Verde 120, LLC - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* 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 Arizona - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 31,000 BENEFICIALLY ------------------------------------------------------------ OWNED BY 8 SHARED VOTING POWER EACH 0 REPORTING ------------------------------------------------------------ PERSON 9 SOLE DISPOSITIVE POWER WITH 31,000 ------------------------------------------------------------ 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 31,000 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.02%** - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO - -------------------------------------------------------------------------------- * SEE INSTRUCTIONS ** SEE ITEMS 4, 5 AND 6 SCHEDULE 13D - -------------------------------------------------------------------------------- CUSIP No. 032159105 Page 5 of Pages ---- ---- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Steven S. Robson - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* PF - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 61,000 BENEFICIALLY ------------------------------------------------------------ OWNED BY 8 SHARED VOTING POWER EACH 0 REPORTING ------------------------------------------------------------ PERSON 9 SOLE DISPOSITIVE POWER WITH 61,000 ------------------------------------------------------------ 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 61,000 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.02%** - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- * SEE INSTRUCTIONS ** SEE ITEMS 4, 5 AND 6 SCHEDULE 13D ITEM 1. SECURITY AND ISSUER This statement on Schedule 13D (this "Statement") is being filed with respect to the common stock, par value $.10 per share (the "Common Stock"), of AMREP Corporation, an Oklahoma corporation (the "Company" or the "Issuer"), which has its principal executive office at 641 Lexington Avenue, Sixth Floor, New York, New York 10022. ITEM 2. IDENTITY AND BACKGROUND This Statement is being filed by Recorp Partners, Inc., a Delaware corporation ("Recorp Partners"), Greenplex Investments, L.L.C., an Arizona limited liability company ("Greenplex"), Rio Verde 120, LLC, an Arizona limited liability company ("Rio Verde") and Steven S. Robson ("Mr. Robson" and collectively, the "Reporting Persons"). The principal business address of Greenplex is 7720 East Redfield Road, Suite 8, Scottsdale, AZ 85260, and its principal business is real estate investment. David P. Maniatis ("Mr. Maniatis") is the sole manager of Greenplex. DPM-TT Trust (the "Trust") owns a 99.98% interest of Greenplex. DPM-95 Trust (the "95-Trust") owns a 0.02% interest of Greenplex. Mr. Maniatis is the sole beneficiary of the Trust and the 95-Trust. Mr. Maniatis' principal occupation is owning and operating businesses, primarily in the field of real estate. During 1999, Mr. Maniatis was the Chief Operating Officer of the Company's principal real estate subsidiary, Amrep Southwest. In December 1999, his employment with Amrep Southwest terminated. Mr. Maniatis is a United States citizen. Mr. Maniatis is the CEO of Recorp Partners and Recorp Management, Inc.("Recorp Management"). The principal business address of Recorp Partners is 7720 East Redfield Road, Suite 8, Scottsdale, AZ 85260, and its principal business activity is management of real estate. Mr. Maniatis is the sole shareholder, officer and director of Recorp Partners. The principal business address of Rio Verde is 7720 East Redfield Road, Suite 8, Scottsdale, AZ 85260, and its principal business is real estate investment. Recorp Management is the manager of Rio Verde. The Trust owns 75% of the outstanding stock of Recorp Management. Mr. Maniatis is the secretary and director of Recorp Management. Recorp Management owns a 4.35% interest in Rio Verde. Greenplex owns a 10.05% interest in Rio Verde. First Trust Company of Onaga, N.A., as custodian for the IRA account of Eugenia L. Hoof (deceased), owns an 83.6% interest of Rio Verde on behalf of Mr. Maniatis as the principal beneficiary. Mr. Robson's principal business address is c/o Robson Communities, 9532 E. Riggs Road, Sun Lakes, AZ 85248. His principal occupation is owning and operating businesses, primarily in the field of real estate development and home building. Mr. Robson is a United States citizen. Page 6 During the last five years, none of the parties listed in this Item 2 has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding has been or became 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. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION The shares of Common Stock described in this Statement were acquired by the Reporting Persons for approximately $2,439,163, of which: (i) approximately $1,499,914 was obtained from the working capital and personal funds of the Reporting Persons, (ii) approximately $232,273 was obtained through loans from Charles Schwab & Co., Inc. ("Schwab"), (iii) approximately $182,098 was obtained through loans from A.G. Edwards & Sons, Inc. ("A.G. Edwards") and (iv) $524,878 was obtained through a loan from a commercial bank. The loans from Schwab and A.G. Edwards conform with the Securities Exchange Act of 1934 and Regulation T of the Board of Governors of the Federal Reserve System. ITEM 4. PURPOSE OF TRANSACTION The shares of Common Stock were acquired by the Reporting Persons with a view toward effecting a change in control of the Company. Mr. Maniatis and Mr. Robson made an offer to acquire the Company for $7.75 per share in a cash merger by letter dated March 30, 2000 directed to the board of directors (the "Board") of the Company which is attached hereto as Exhibit 1. The offer was rejected by letter dated April 4, 2000 from the Board, attached hereto as Exhibit 2, which stated that the owners of a majority of the shares of Common Stock had informed the Board that they would not agree to vote their shares in favor of such a transaction at $7.75 in cash per share. Greenplex has made a shareholder's proposal (the "Proposal") for inclusion in the Proxy Statement for the upcoming Annual Meeting of the Company which the Company has agreed to include in the Proxy Statement. The Proposal is for the shareholders to recommend to the Board that the Company promptly undertake a program to sell the Company in a transaction in which the shareholders will receive at least $9.00 per share in cash and that the Board actively negotiate with bonafide potential purchasers who indicate a willingness to offer $9.00 cash per share of Common Stock. The principal alternatives the Reporting Persons are considering include, among other things, (a) renewing the offer to buy all the outstanding shares of Common Stock, (b) influencing shareholders to vote for the Proposal, (c) seeking to influence the Company's management in the formulation and implementation of future policy, and (d) acquiring additional securities of the Company or disposing of the shares of Common Stock, based upon the Reporting Persons' view of the business and prospects of the Company, the price of the shares of Common Stock on the open market, economic conditions generally and in the area served by the Company and any other investment criteria they deem relevant including the tender of shares pursuant to the recently announced "Dutch Auction". The Reporting Persons anticipate that any additional shares of Page 7 Common Stock that are acquired by them will be purchased on the open trading market. The Reporting Persons may, however, acquire additional shares of Common Stock in private transactions, the terms of which cannot be determined at this time. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) Mr. Robson is the beneficial owner of 61,000 shares of Common Stock (representing 0.84% of the outstanding shares of Common Stock). Greenplex is the beneficial owner of 256,126 shares of Common Stock (representing 3.54% of the outstanding shares of Common Stock). Such shares may be deemed to be indirectly owned by the Trust, in its capacity as the owner of a 99.98% interest in Greenplex, and by Mr. Maniatis as the sole beneficiary of the Trust. Rio Verde is the beneficial owner of 31,000 shares of Common Stock (representing 0.43% of the outstanding shares of Common Stock). Such shares may be deemed to be indirectly owned by First Trust Company of Onaga, N.A., as custodian for the IRA account of Eugenia L. Hoof (deceased), in its capacity as owner of an 83.6% interest in Rio Verde on behalf of Mr. Maniatis as the principal beneficiary. Recorp Partners is the beneficial owner of 15,000 shares of Common Stock (representing 0.21% of the outstanding shares of Common Stock). Such shares may be deemed to be indirectly owned by Mr. Maniatis as the sole shareholder of Recorp Partners. (b) Each of the Reporting Persons has sole power to vote and dispose or direct the disposition of the shares of Common Stock indicated herein as owned by such Reporting Person. (c) Schedule A, attached hereto, lists the transactions in shares of Common Stock effected by the Reporting Persons during the past sixty (60) days. (d) Not Applicable (e) Not Applicable ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER The Reporting Persons have an understanding to act together to effect a change in the control of the Company, as more fully described in Item 4 hereof. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit 1: Letter dated March 30, 2000, to the board of directors of the Company Page 8 Exhibit 2: Letter dated April 4, 2000, from the board of directors of the Company Exhibit 3: Shareholder Proposal Exhibit 4: Joint Filing Agreement of the Reporting Persons Page 9 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. Greenplex Investments, L.L.C. By: /s/ David P. Maniatis ----------------------------------- Date: May 18, 2000 Name: David P. Maniatis Title: Manager Page 10 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. Rio Verde 120, LLC By: Recorp Management, Inc., Manager By: /s/ David P. Maniatis ------------------------------------ Date: May 18, 2000 Name: David P. Maniatis Title: Secretary Page 11 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. /s/ Steven S. Robson --------------------------------------- Date: May 18, 2000 Steven S. Robson Page 12 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. Recorp Partners, Inc. By: /s/ David P. Maniatis -------------------------------- Date: May 18, 2000 Name: David P. Maniatis Title: President Page 13 SCHEDULE A
Party Effecting Date of Number of Shares Transaction (*) Transaction Purchased/(Sold) Price per Share --------------- ----------- ---------------- --------------- SSR 03/14/00 1,500 4.9375 SSR 03/14/00 3,500 5.0000 GPX 03/28/00 2,000 5.4375 GPX 03/29/00 6,000 5.7500 GPX 03/29/00 2,000 5.6875 GPX 03/29/00 10,000 5.8125 GPX 04/26/00 2,000 4.8750 GPX 04/26/00 2,000 5.0000 SSR 04/26/00 10,000 5.0625 SSR 04/28/00 15,000 5.0000 GPX 04/28/00 10,000 5.0000 GPX 05/01/00 1,000 5.0625 GPX 05/02/00 2,000 6.1250 GPX 05/03/00 2,000 6.1250 GPX 05/04/00 2,000 6.1250 GPX 05/05/00 4,000 6.2500 SSR 05/05/00 1,000 6.1875 SSR 05/08/00 200 6.1875 GPX 05/08/00 400 6.3125 GPX 05/08/00 900 6.3750 GPX 05/08/00 1,900 6.3750 GPX 05/09/00 2,000 6.4375 SSR 05/09/00 3,800 6.3125 GPX 05/10/00 1,000 6.3125 GPX 05/11/00 2,000 6.4375 GPX 05/12/00 1,000 6.5000 GPX 05/12/00 1,000 6.6250 GPX 05/12/00 3,000 6.5625 GPX 05/12/00 4,000 6.5000
* GPX - Greenplex Investments, L.L.C. SSR - Steven S. Robson Page 14 EXHIBIT 1 March 30, 2000 Board of Directors Amrep Corporation 641 Lexington Avenue New York, NY 10022 Re: Acquisition of Amrep Corporation Gentlemen: David P. Maniatis, Principal, Recorp Companies, and Steve Robson, Developer and Owner, Scott Homes and Robson Communities, are forming a joint venture for the purpose of acquiring the Company. Recorp has major land holdings in Phoenix, Arizona and Albuquerque, New Mexico including 10,000 acres on the Western border of Rio Rancho, and thousands of single family residential lots in various stages of development in Phoenix. Robson Communities is one of the largest private retirement community developers in the Country, with operations in Arizona and Texas. Amrep Corporation has for the past few years carried out various business strategies which have failed to attract the investment community's support and accordingly, Amrep's stock price has declined sharply. Higher interest rates and the possibility of still higher rates in the future will continue to negatively impact Amrep's stock as well as concerns regarding management, Kable News Company, Shasta Real Estate Company, concentrating of assets in Albuquerque, and unrelated businesses. As private developers, we are not subject to the pressures of a public company and we can deal with properties on a purely economic basis. Accordingly, we hereby offer to acquire Amrep Corporation in a cash merger transaction at a price of $7.75 per share and all outstanding options at a price equal to the difference between the option exercise price and $7.75 per share, subject to due diligence. This offer represents a premium of 35% over the $5.75 closing price of Amrep's stock as of March 29, 2000. We have obtained serious indications of interest in providing financing commitments and we believe such financing is readily obtainable given the resources of our joint venturers. In your consideration of this offer, we are prepared to meet with you and describe our anticipated financing sources and our ability to consummate the acquisition. Of course, our interest and our lenders interest is subject to your cooperation in a thorough due diligence. If we do not receive a response in writing delivered to Recorp's offices by 2:00 p.m. New York time, April 5, 2000, then our offer is hereby revoked. Very truly yours, - ---------------------------- ------------------------------- David P. Maniatis Steve Robson Page 15 EXHIBIT 2 April 4, 2000 Via Fax and U.S. Mail Mr. David Maniatis and Mr. Steve Robson c/o Recorp Partners, Inc. 7720 E. Redfield Road, Suite 8 Scottsdale, AZ 85260 Gentlemen: I write in response to your letter dated March 30, 2000 to the Board of Directors of AMREP Corporation by which you offered to acquire the Corporation in a cash merger transaction at a price of $7.75 per share. The proposed transaction would require the approval of the owners of a majority of the outstanding AMREP stock, and the owners of more than 50% of the outstanding stock informed the Board at a special telephone meeting yesterday that they would not vote their shares in favor of such a transaction at the price offered. Accordingly, the Board determined that there is no reason to pursue this matter further. Very truly yours, Edward B. Cloues, II cc: Board of Directors of AMREP Corporation AMREP CORPORATION 641 Lexington AVENUE . NEW YORK, N.Y. 10022 . 212-705-4700 . FAX 212-705-4740 Page 16 EXHIBIT 3 Shareholder Proposal: RESOLVED, that the stockholders recommend to the Board of Directors that the Company promptly undertake a program to sell the Company in a transaction in which stockholders will receive at least $9.00 per share in cash and that the Board of Directors actively negotiate with bona fide potential purchasers who indicate a willingness to offer $9.00 cash per share of AMREP Common Stock. Supporting Statement: AMREP's Common Stock has consistently under performed for years. In fiscal 1999, AMREP discontinued its homebuilding activities and for the three months ended January 31, 2000 incurred a net loss of $1,145,000. AMREP's magazine distribution business has been negatively impacted by reserves of $1,200,000 and $3,000,000 against accounts receivable for the nine month periods ended January 31, 2000 and 1999, respectively. The proponent of this shareholder proposal believes that AMREP is unlikely to succeed as a public company in enhancing shareholder value and that AMREP should be actively seeking to sell itself. On March 30, 2000, an affiliate of the proponent made an offer to acquire AMREP for $7.75 per share in cash. By letter dated April 4, 2000, AMREP's Board stated, "The proposed transaction would require the approval of the owners of a majority of the outstanding AMREP stock, and the owners of more than 50% of the outstanding stock informed the Board at a special telephone meeting yesterday that they would not vote their shares in favor of such a transaction at the price offered. Accordingly, the Board determined that there is no reason to pursue this matter further." Page 17 EXHIBIT 4 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the persons named below agree to the joint filing of a statement on Schedule 13D, including amendments thereto, with respect to the common stock, par value $.10 per share, of AMREP Corporation, and further agree that this Joint Filing Agreement be included as an exhibit to such filings, provided that, as contemplated by Section 13d-1(k)(1)(ii), no person shall be responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. [Signatures appear on the next page] Page 18 This Joint Filing Agreement may be executed in any number of counterparts, all of which collectively shall constitute one and the same instrument. Greenplex Investments, L.L.C. By: /s/ David P. Maniatis ------------------------------------- Date: May 18, 2000 Name: David P. Maniatis Title: Manager Rio Verde 120, LLC By: Recorp Management, Inc., Manager By: /s/ David P. Maniatis ------------------------------------- Date: May 18, 2000 Name: David P. Maniatis Title: Secretary /s/ Steven S. Robson ---------------------------------------- Date: May 18, 2000 Steven S. Robson Recorp Partners, Inc. By: /s/ David P. Maniatis ---------------------------------------- Date: May 18, 2000 Name: David P. Maniatis Title: President Page 19 -----END PRIVACY-ENHANCED MESSAGE-----