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-