-----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, AcffdLnB8ry1vPwuJxRjJwlAklXGOhdC2j3KIcdb2c7+aTD7zB/OV8GbTybDGQET vZzY33IFt9kTpoW7+shURw== 0001021408-01-510956.txt : 20020412 0001021408-01-510956.hdr.sgml : 20020412 ACCESSION NUMBER: 0001021408-01-510956 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20011130 GROUP MEMBERS: GLENDI PUBLICATIONS INC GROUP MEMBERS: KAPPA MEDIA GROUP INC FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KARABOTS NICK G CENTRAL INDEX KEY: 0000918213 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 590936128 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: P O BOX 736 CITY: FORT WASHINGTON STATE: PA ZIP: 19034 BUSINESS PHONE: 2156435800 FORMER COMPANY: FORMER CONFORMED NAME: NICK G KARABOTS DATE OF NAME CHANGE: 19940127 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-12681 FILM NUMBER: 1804268 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 SC 13D/A 1 dsc13da.txt AMENDMENT NO. 13 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) Under the Securities Exchange Act of 1934 (the "Act") (Amendment No. 13) AMREP Corporation ----------------- (Name of Issuer) Common Stock, $.10 par value ------------------------------ (Title of Class of Securities) 032159105 --------- (CUSIP Number) Nicholas G. Karabots P.O. Box 736 Fort Washington, PA 19034 (215) 643-5800 With a copy to: F. Douglas Raymond Drinker Biddle & Reath LLP One Logan Square 18/th/ and Cherry Streets Philadelphia, PA 19103 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 28, 2001 ----------------- (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 that is the subject of this Schedule 13D, and is filing this schedule because of (S)(S) 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [_] NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See (S)240.13d-7 for other parties to whom copies are to be sent. CUSIP NO. 032159105 --------------- - ------------------------------------------------------------------------------ NAMES OF REPORTING PERSONS 1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only). Nicholas G. Karabots - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 2 (a) [_] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS 4 PF - ------------------------------------------------------------------------------ CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 5 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 U.S.A - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 3,246,733 SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 OWNED BY 0 ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 3,246,733 PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 0 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 3,246,733 - ------------------------------------------------------------------------------ CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 12 [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 49.4% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON 14 IN - ------------------------------------------------------------------------------ CUSIP NO. 032159105 --------------- - ------------------------------------------------------------------------------ NAMES OF REPORTING PERSONS 1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only). Glendi Publications, Inc. 59-2235938 - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 2 (a) [_] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS 4 Not Applicable - ------------------------------------------------------------------------------ CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 5 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 Delaware - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 1,471,180 SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 OWNED BY 0 ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 1,471,180 PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 0 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 1,471,180 - ------------------------------------------------------------------------------ CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 12 [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 22.4% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON 14 CO - ------------------------------------------------------------------------------ CUSIP NO. 032159105 --------------- - ------------------------------------------------------------------------------ NAMES OF REPORTING PERSONS 1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only). Kappa Media Group, Inc. 23-3047713 - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 2 (a) [_] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS 4 Not Applicable - ------------------------------------------------------------------------------ CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 5 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 Pennsylvania - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 410,000 SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 OWNED BY 0 ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 410,000 PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 0 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 410,000 - ------------------------------------------------------------------------------ CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 12 [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 6.2% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON 14 CO - ------------------------------------------------------------------------------ This Amendment No. 13 to Schedule 13D ("Amendment No. 13") amends and supplements the prior statement on Schedule 13D (the "Statement") as filed by Nicholas G. Karabots on Amendment No. 12 to Schedule 13D filed on October 24, 2001, Amendment No. 11 to Schedule 13D filed on June 6, 2000, Amendment No. 10 to Schedule 13D filed on July 31, 1996 Amendment No. 9 to Schedule 13D filed on September 25, 1995, Amendment No. 8 to Schedule 13D filed on January 12, 1995, Amendment No. 7 to Schedule 13D filed on January 5, 1995, Amendment No. 6 to Schedule 13D filed on September 15, 1994, Amendment No. 5 to Schedule 13D filed on June 2, 1994, Amendment No. 4 to Schedule 13D filed on March 1, 1994, and Amendment No. 3 to Schedule 13D filed on January 31, 1994. Amendment No. 3 to Schedule 13D amended and restated the entire text of the Statement on Schedule 13D filed on August 4, 1993, as amended by Amendment No. 1 filed on December 22, 1993 and Amendment No. 2 filed on January 21, 1994, all of which relate to the Common Stock (the "Common Stock"), $.10 par value, of AMREP Corporation, an Oklahoma corporation (the "Corporation"). In the event that any disclosure contained in this Amendment No. 13 is inconsistent with the disclosures contained in the Statement, the disclosures contained herein shall supersede such inconsistent disclosures from the date of this Amendment No. 13. Item 3. Source and Amounts of Funds or Other Consideration. Item 3 of the Statement is hereby amended by adding three new paragraphs following the last paragraph of Item 3 to read as follows: Mr. Karabots acquired beneficial ownership of an aggregate of 15,900 shares of Common Stock through open market purchases on the 23rd (2,700 shares at $ 3.8185 per share), 24th (1,000 shares at $ 4.181 per share) and 26th (12,100 shares at $4.60 per share) of October, 2001 and on the 21st (100 shares at $4.50 per share) of November, 2001. Mr. Karabots purchased these shares using his personal funds. Mr. Karabots acquired beneficial ownership of an aggregate of 54,700 shares of Common Stock on November 28, 2001 pursuant to two Share Purchase Agreements (the "November 28th Agreements"), both dated November 28, 2001, between Mr. Karabots on the one hand and Hart Interior Design, Ltd. and Thomas Slowbe (collectively, the "November 28th Sellers") on the other hand, for an aggregate purchase price of $ 369,225.00, or $ 6.75 per share. Copies of these agreements are attached hereto as Exhibit L and M and both are incorporated herein by reference. Mr. Karabots purchased these shares using his personal funds. Mr. Karabots acquired beneficial ownership of an aggregate of 17,940 shares of Common Stock on November 29, 2001 pursuant to a Share Purchase Agreement (the "Greenplex Agreement"), dated November 29, 2001, between Mr. Karabots and Greenplex Investments, LLC (together with the November 28th Sellers, the "Sellers"), for a purchase price of $ 116,610.00, or $ 6.50 per share. A copy of this agreement is attached hereto as Exhibit N and is incorporated herein by reference. Mr. Karabots purchased these shares using his personal funds. Item 4. Purpose of the Transaction. Item 4 of the Statement is hereby amended and restated in its entirety as follows: Mr. Karabots has acquired all the shares reported on this Statement as an investment. Through the transactions with the Sellers and open market purchases of Common Stock, Mr. Karabots now beneficially owns approximately 49.4% of the outstanding Common Stock through direct and indirect holdings. Mr. Karabots believes the Common Stock represents a good investment, and, depending upon market conditions and other factors, Mr. Karabots' may, individually or with others, seek to acquire additional or all of the remaining shares of Common Stock, through open market purchases, privately negotiated transactions, a negotiated merger or tender offer, or otherwise. Mr. Karabots offers no assurances as to whether or not he will acquire additional, or dispose of, shares of Common Stock. As a significant shareholder, Mr. Karabots may suggest business strategies to the Corporation, which might include acquisitions, dispositions, sales or other transfers of a material amount of assets of the Corporation or any of its subsidiaries, material changes in capitalization, dividend policies, or the composition of the Board of Directors of the Corporation in the future. Mr. Karabots intends to review his ownership position in the Corporation from time to time and may, depending upon his evaluation of the Corporation's business and prospects, and upon future developments including, but not limited to, the receptiveness of the Board of Directors of the Corporation to his proposals, general economic conditions, and on the results of any negotiations with the Board of Directors of the Corporation, determine to cease buying shares of the Corporation or to increase or decrease his ownership position in the Corporation. Other than as disclosed in this Statement, none of the persons named in Item 2 above presently has any plan or proposal that relates to or might result in: . Any change in the present board of directors or management of the Corporation, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; . Changes in the Corporation's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person; . Causing a class of securities of the Corporation to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; . A class of equity securities of the Corporation becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or . Any action similar to any of those enumerated above. Item 5. Interest in Securities of the Company. Item 5 of the Statement is hereby amended by deleting paragraphs (a) and (b) thereof and substituting therefor the following: (a) Mr. Karabots beneficially owns all of the 3,246,733 shares of the Common Stock reported on this Statement, which shares represent approximately 49.4% of the outstanding shares of the Common Stock./1/ Mr. Karabots beneficially owns 1,365,553 of such shares of the Common Stock directly, 1,471,180 of such shares indirectly through Glendi, and the remaining 410,000 of such shares indirectly through Kappa. In addition, 2,500 of the shares of Common Stock of the Company beneficially owned by Mr. Karabots represent options to purchase Common Stock which are currently exercisable. (b) Mr. Karabots has sole voting and sole dispositive power as to all of the 3,246,733 shares of the Common Stock reported on this Statement. (c) See Item 3. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Company. Item 6 of the Statement is hereby amended by adding a new sixth and seventh paragraph by inserting the following two paragraphs immediately after the fifth paragraph and before the last paragraph: On November 28, 2001, Mr. Karabots purchased an aggregate of 54,700 shares of the Common Stock for an aggregate purchase price of $ 369,225.00, or $ 6.75 per share pursuant to the November 28/th/ Agreements with each November 28th Seller. Copies of these agreements are attached hereto as Exhibit L and M and both are incorporated herein by reference. On November 29, 2001, Mr. Karabots purchased an aggregate of 17,940 shares of the Common Stock for an aggregate purchase price of $ 116,610.00, or $ 6.50 per share pursuant to the Greenplex Agreement. A copy of this agreement is attached hereto as Exhibit N and is incorporated herein by reference. Item 7. Material Filed as Exhibits. Item 7 of the Statement is hereby amended by adding three new paragraphs following the last paragraph of Item 7 as follows: L. Share Purchase Agreement, dated November 28, 2001, by and between Nicholas G. Karabots and Hart Interior Design, Ltd. ___________ /1/ The percentage of outstanding shares of Common Stock was calculated with reference to the number of shares outstanding as of September 14, 2001, reported in the Corporation's Quarterly Report on Form 10-Q for the quarterly period ending July 31, 2001, stated therein as amounting to 6,573,586. M. Share Purchase Agreement, dated November 28, 2001, by and between Nicholas G. Karabots and Thomas Slowbe. N. Share Purchase Agreement, dated November 29, 2001, by and between Nicholas G. Karabots and Greenplex Investments, LLC. O. Joint Filing Agreement, dated November 29, 2001, by and between Nicholas G. Karabots, Glendi Publications, Inc., and Kappa Media Group, Inc. SIGNATURES 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. Date: November 29, 2001 /s/ Nicholas G. Karabots ------------------------ Nicholas G. Karabots 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. GLENDI PUBLICATIONS, INC. Date: November 29, 2001 /s/ Nicholas G. Karabots ------------------------ Nicholas G. Karabots, Chairman 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. KAPPA MEDIA GROUP, INC. Date: November 29, 2001 /s/ Nicholas G. Karabots ------------------------ Nicholas G. Karabots, Chairman EX-99.L 3 dex99l.txt SHARE PURCHASE AGREEMENT-HART INTERIOR Exhibit L SHARE PURCHASE AGREEMENT This SHARE PURCHASE AGREEMENT (the "Agreement"), dated as of November 28, 2001 ("Closing Date"), is made by and between Hart Interior Design, Ltd., an Arizona corporation ("Seller"), and Nicholas G. Karabots ("Purchaser"). BACKGROUND: ---------- Seller is the owner of Fifty-Two Thousand Five Hundred (52,500) shares of the Common Stock, $.10 par value (the "Shares"), of AMREP Corporation, an Oklahoma corporation (the "Company"). Seller had previously been interested in pursuing certain transactions with the Company and certain of its subsidiaries, but no longer has such interest. Consequently, Seller desires to sell the Shares. Purchaser is willing to purchase the Shares from Seller, and Seller is willing to sell the Shares to Purchaser, on the terms and conditions set forth in this Agreement. NOW THEREFORE, in consideration of the premises and mutual covenants, agreements, representations and warranties herein made, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, do hereby agree as follows: AGREEMENT --------- 1. Sale and Purchase of Shares: --------------------------- (a) Seller hereby sells, conveys, transfers and delivers to the Purchaser, and Purchaser hereby purchases from Seller, the Shares for an aggregate purchase price of $354,375.00 (the "Purchase Price"), representing $ 6.75 for each share. (b) Seller has, simultaneously with the execution and delivery of this Agreement, delivered to Purchaser certificate number NY 00018625 , representing all of the Shares to be transferred to Purchaser hereby, duly endorsed in blank or with separate stock powers attached thereto and executed in blank (in each case, with all signatures medallion guaranteed by a financial institution that is a member of The Securities Transfer Association Medallion Program, New York Stock Exchange Medallion Program or Stock Exchange Medallion Program) (the "Certificate"). -1- (c) Promptly upon receipt by Purchaser of the Certificate, Purchaser shall pay the Purchase Price to Seller by check or wire transfer of immediately available funds. 2. Representations and Warranties: ------------------------------ (a) Seller hereby represents and warrants to Purchaser that: (i) Seller is the lawful owner, beneficially and of record, of the Shares. Seller is conveying good and valid title to the Shares, free and clear of any lien, claim, encumbrance or restriction of any kind. The Shares constitute all of the shares of capital stock or other securities of the Company owned, beneficially or of record, by Seller or any of Seller's affiliates. (ii) Seller has all necessary power and authority to execute, deliver and perform this Agreement and to carry out its obligations hereunder. Seller is not subject to or obligated under any contract provision or other agreement, or subject to any order, decree, law, rule or regulation, which would be violated by this Agreement or the sale of the Shares to Purchaser. No authorization, consent or approval of any third party is necessary for the consummation by Seller of the transactions contemplated hereby. (iii) All negotiations relating to this Agreement have been carried on by Seller directly without the intervention of any person, firm, corporation or entity who or which may be entitled to any brokerage fee or other commission in respect of the execution of this Agreement or the consummation of the transactions contemplated hereby, and Seller agrees to indemnify and hold Purchaser harmless against any and all claims, losses, liabilities or expenses which may be asserted against Purchaser as a result of any dealings, arrangements or agreements between Seller and any such person, firm, corporation or entity. (iv) Seller acknowledges that Purchaser is a director and stockholder of the Company. Seller has made its decision to enter into this Agreement after consideration and examination of facts and circumstances it gathered independently, acknowledges that it has not received any information regarding the Company from Purchaser and that it is in no way relying on any information received from Purchaser. Seller hereby irrevocably waives any right to claim that Purchaser should have disclosed to Seller any information regarding the Company. Seller further acknowledges that Purchaser may in the future purchase additional shares of the Company at a purchase price and under terms different than those contained herein. (b) Purchaser hereby represents and warrants to Seller the following: -2- (i) Purchaser has all necessary power and authority to execute, deliver and perform this Agreement and to carry out its obligations hereunder. Purchaser is not subject to or obligated under any contract provision or other agreement, or subject to any order, decree, law, rule or regulation, which would be violated by this Agreement or the purchase of the Shares. No authorization, consent or approval of any third party is necessary for the consummation by Purchaser of the transactions contemplated hereby. (ii) Purchaser is acquiring the Shares solely for Purchaser's own account as an investment and not with a view to, or for resale in connection with, any distribution in violation of the Securities Act of 1933 (the "Securities Act") or applicable state securities laws. (iii) All negotiations relating to this Agreement have been carried on by Purchaser directly without the intervention of any person, firm, corporation or entity who or which may be entitled to any brokerage fee or other commission in respect of the execution of this Agreement or the consummation of the transactions contemplated hereby, and Purchaser agrees to indemnify and hold Seller harmless against any and all claims, losses, liabilities or expenses which may be asserted against Seller as a result of any dealings, arrangements or agreements between Purchaser and any such person, firm, corporation or entity. 3. Attorney-in-fact: Seller irrevocably constitutes and appoints Purchaser ---------------- the true and lawful agent and attorney-in-fact of Seller with respect to the Shares, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest) to (i) deliver certificates for the Shares, or transfer ownership of the Shares on the account books maintained by the Company's book-entry transfer facility, together, in any such case, with all accompanying evidence of transfer and authenticity, to itself or its designee (ii) present the Shares for transfer on the books of the Company, and (iii) receive all benefits and otherwise exercise all rights of beneficial ownership of the Shares, all in accordance the terms contained herein. 4. Backup Withholding: Seller represents that it and the transactions ------------------ contemplated herein are not subject to backup withholding or any other withholding provisions of the Internal Revenue Code (the "Code"). Seller agrees to provide Purchaser with appropriate proof certifying, as required by the Code and Treasury Regulations, that it is not subject to any backup withholding. Seller further agrees that its correct name, address, social security number or employer identification number and any other information required by the Code or IRS Treasury Regulations have been provided on the requisite forms. 5. Further Assurances: Seller and Purchaser each shall, at any time and ------------------ from time to time after the execution and delivery of this Agreement, upon request of the other, do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered, -3- such further acts, assignments, transfers, conveyances and assurances as may be reasonably necessary to further effectuate the terms of this agreement. 6. Expenses: Each party hereto shall pay its own expenses incidental to -------- the carrying out of the provisions of this Agreement and the consummation of the transactions contemplated hereby. 7. Successors and Assigns: All authority herein conferred or agreed to be ---------------------- conferred shall survive the death or incapacity of either party, and any obligation of either party hereto shall be binding upon the heirs, executors, administrators, personal representatives, trustees in bankruptcy, successors and assigns of such party. Purchaser may assign its rights under this Agreement to any corporation or other entity that is an affiliate of Purchaser (within the meaning of the federal securities laws). Except as otherwise provided in the preceding sentence, this Agreement may not be assigned by either party hereto without the prior written consent of the other party. 8. Integration: This Agreement constitutes the entire agreement between ----------- the parties hereto with respect to the purchase and sale of the Shares and supersedes all other prior agreements and understandings. 9. Counterparts: This Agreement may be executed in any number of ------------ counterparts and each of such counterparts shall for any purposes be deemed to be an original; and all such counterparts shall together constitute but one and the same document. 10. Governing Law: This Agreement shall be construed in accordance with and ------------- governed by the internal laws of the Commonwealth of Pennsylvania without regard to otherwise applicable principals of conflicts of laws. 11. Specific Performance: Seller acknowledges that the Shares are unique -------------------- and otherwise not available and agrees that in addition to any other remedies, Purchaser may invoke any equitable remedies to enforce delivery of the Shares hereunder, including, without limitation, an action or suit for specific performance. [Signature Page Follows] -4- IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written above. SELLER HART INTERIOR DESIGN, LTD., an Arizona corporation By: /s/ Athena Hart --------------------------------------- Athena Hart, its President Address: c/o Recorp Management, Inc. 7720 E. Redfield Road, Suite 8 Scottsdale, AZ 85260 Taxpayer Identification Number: 86-0561446 PURCHASER /s/ Nicholas G. Karabots ------------------------ NICHOLAS G. KARABOTS [Signature Page to Purchase Agreement] -5- EX-99.M 4 dex99m.txt SHARE PURCHASE AGREEMENT-THOMAS SLOWBE Exhibit M SHARE PURCHASE AGREEMENT This SHARE PURCHASE AGREEMENT (the "Agreement"), dated as of November 28, 2001 ("Closing Date"), is made by and between Thomas Slowbe ("Seller"), and Nicholas G. Karabots ("Purchaser"). BACKGROUND: ----------- Seller is the owner of Two Thousand Two Hundred (2,200) shares of the Common Stock, $.10 par value (the "Shares"), of AMREP Corporation, an Oklahoma corporation (the "Company"). Seller had previously been interested in pursuing certain transactions with the Company and certain of its subsidiaries, but no longer has such interest. Consequently, Seller desires to sell the Shares. Purchaser is willing to purchase the Shares from Seller, and Seller is willing to sell the Shares to Purchaser, on the terms and conditions set forth in this Agreement. NOW THEREFORE, in consideration of the premises and mutual covenants, agreements, representations and warranties herein made, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, do hereby agree as follows: AGREEMENT --------- 1. Sale and Purchase of Shares: --------------------------- (a) Seller hereby sells, conveys, transfers and delivers to the Purchaser, and Purchaser hereby purchases from Seller, the Shares for an aggregate purchase price of $14,850.00 (the "Purchase Price"), representing $ 6.75 for each share. (b) Seller has, simultaneously with the execution and delivery of this Agreement, delivered to Purchaser certificate number NY 00018623, representing all of the Shares to be transferred to Purchaser hereby, duly endorsed in blank or with separate stock powers attached thereto and executed in blank (in each case, with all signatures medallion guaranteed by a financial institution that is a member of The Securities Transfer Association Medallion Program, New York Stock Exchange Medallion Program or Stock Exchange Medallion Program) (the "Certificate"). -1- (c) Promptly upon receipt by Purchaser of the Certificate, Purchaser shall pay the Purchase Price to Seller by check or wire transfer of immediately available funds. 2. Representations and Warranties: ------------------------------ (a) Seller hereby represents and warrants to Purchaser that: (i) Seller is the lawful owner, beneficially and of record, of the Shares. Seller is conveying good and valid title to the Shares, free and clear of any lien, claim, encumbrance or restriction of any kind. The Shares constitute all of the shares of capital stock or other securities of the Company owned, beneficially or of record, by Seller or any of Seller's affiliates. (ii) Seller has all necessary power and authority to execute, deliver and perform this Agreement and to carry out its obligations hereunder. Seller is not subject to or obligated under any contract provision or other agreement, or subject to any order, decree, law, rule or regulation, which would be violated by this Agreement or the sale of the Shares to Purchaser. No authorization, consent or approval of any third party is necessary for the consummation by Seller of the transactions contemplated hereby. (iii) All negotiations relating to this Agreement have been carried on by Seller directly without the intervention of any person, firm, corporation or entity who or which may be entitled to any brokerage fee or other commission in respect of the execution of this Agreement or the consummation of the transactions contemplated hereby, and Seller agrees to indemnify and hold Purchaser harmless against any and all claims, losses, liabilities or expenses which may be asserted against Purchaser as a result of any dealings, arrangements or agreements between Seller and any such person, firm, corporation or entity. (iv) Seller acknowledges that Purchaser is a director and stockholder of the Company. Seller has made its decision to enter into this Agreement after consideration and examination of facts and circumstances it gathered independently, acknowledges that it has not received any information regarding the Company from Purchaser and that it is in no way relying on any information received from Purchaser. Seller hereby irrevocably waives any right to claim that Purchaser should have disclosed to Seller any information regarding the Company. Seller further acknowledges that Purchaser may in the future purchase additional shares of the Company at a purchase price and under terms different than those contained herein. (b) Purchaser hereby represents and warrants to Seller the following: -2- (i) Purchaser has all necessary power and authority to execute, deliver and perform this Agreement and to carry out its obligations hereunder. Purchaser is not subject to or obligated under any contract provision or other agreement, or subject to any order, decree, law, rule or regulation, which would be violated by this Agreement or the purchase of the Shares. No authorization, consent or approval of any third party is necessary for the consummation by Purchaser of the transactions contemplated hereby. (ii) Purchaser is acquiring the Shares solely for Purchaser's own account as an investment and not with a view to, or for resale in connection with, any distribution in violation of the Securities Act of 1933 (the "Securities Act") or applicable state securities laws. (iii) All negotiations relating to this Agreement have been carried on by Purchaser directly without the intervention of any person, firm, corporation or entity who or which may be entitled to any brokerage fee or other commission in respect of the execution of this Agreement or the consummation of the transactions contemplated hereby, and Purchaser agrees to indemnify and hold Seller harmless against any and all claims, losses, liabilities or expenses which may be asserted against Seller as a result of any dealings, arrangements or agreements between Purchaser and any such person, firm, corporation or entity. 3. Attorney-in-fact: Seller irrevocably constitutes and appoints ---------------- Purchaser the true and lawful agent and attorney-in-fact of Seller with respect to the Shares, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest) to (i) deliver certificates for the Shares, or transfer ownership of the Shares on the account books maintained by the Company's book-entry transfer facility, together, in any such case, with all accompanying evidence of transfer and authenticity, to itself or its designee (ii) present the Shares for transfer on the books of the Company, and (iii) receive all benefits and otherwise exercise all rights of beneficial ownership of the Shares, all in accordance the terms contained herein. 4. Backup Withholding: Seller represents that it and the ------------------ transactions contemplated herein are not subject to backup withholding or any other withholding provisions of the Internal Revenue Code (the "Code"). Seller agrees to provide Purchaser with appropriate proof certifying, as required by the Code and Treasury Regulations, that it is not subject to any backup withholding. Seller further agrees that its correct name, address, social security number or employer identification number and any other information required by the Code or IRS Treasury Regulations have been provided on the requisite forms. 5. Further Assurances: Seller and Purchaser each shall, at any time ------------------ and from time to time after the execution and delivery of this Agreement, upon request of the other, do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered, -3- such further acts, assignments, transfers, conveyances and assurances as may be reasonably necessary to further effectuate the terms of this agreement. 6. Expenses: Each party hereto shall pay its own expenses incidental -------- to the carrying out of the provisions of this Agreement and the consummation of the transactions contemplated hereby. 7. Successors and Assigns: All authority herein conferred or agreed ---------------------- to be conferred shall survive the death or incapacity of either party, and any obligation of either party hereto shall be binding upon the heirs, executors, administrators, personal representatives, trustees in bankruptcy,successors and assigns of such party. Purchaser may assign its rights under this Agreement to any corporation or other entity that is an affiliate of Purchaser (within the meaning of the federal securities laws). Except as otherwise provided in the preceding sentence, this Agreement may not be assigned by either party hereto without the prior written consent of the other party. 8. Integration: This Agreement constitutes the entire agreement ----------- between the parties hereto with respect to the purchase and sale of the Shares and supersedes all other prior agreements and understandings. 9. Counterparts: This Agreement may be executed in any number of ------------ counterparts and each of such counterparts shall for any purposes be deemed to be an original; and all such counterparts shall together constitute but one and the same document. 10. Governing Law: This Agreement shall be construed in accordance -------------- with and governed by the internal laws of the Commonwealth of Pennsylvania without regard to otherwise applicable principals of conflicts of laws. 11. Specific Performance: Seller acknowledges that the Shares are -------------------- unique and otherwise not available and agrees that in addition to any other remedies, Purchaser may invoke any equitable remedies to enforce delivery of the Shares hereunder, including, without limitation, an action or suit for specific performance. [Signature Page Follows] -4- IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written above. SELLER /s/ Thomas D. Slowbe --------------------------------------------- THOMAS D. SLOWBE Address: c/o Recorp Management, Inc. 7720 E. Redfield Road, Suite 8 Scottsdale, AZ 85260 Taxpayer I.D. Number: ###-##-#### PURCHASER /s/ Nicholas G. Karabots --------------------------------------------- NICHOLAS G. KARABOTS [Signature Page to Purchase Agreement] -5- EX-99.N 5 dex99n.txt SHARE PURCHASE AGREEMENT-GREENPLEX INVESTMENTS Exhibit N SHARE PURCHASE AGREEMENT This SHARE PURCHASE AGREEMENT (the "Agreement"), dated as of November 29, 2001 ("Closing Date"), is made by and between Greenplex Investments, LLC, an Arizonia limited liability company ("Seller"), and Nicholas G. Karabots ("Purchaser"). BACKGROUND: ----------- Seller is the owner of Seventeen Thousand Nine Hundred Forty (17,940) shares of the Common Stock, $.10 par value (the "Shares"), of AMREP Corporation, an Oklahoma corporation (the "Company"). Seller had previously been interested in pursuing certain transactions with the Company and certain of its subsidiaries, but no longer has such interest. Consequently, Seller desires to sell the Shares. Purchaser is willing to purchase the Shares from Seller, and Seller is willing to sell the Shares to Purchaser, on the terms and conditions set forth in this Agreement. NOW THEREFORE, in consideration of the premises and mutual covenants, agreements, representations and warranties herein made, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, do hereby agree as follows: AGREEMENT --------- 1. Sale and Purchase of Shares: --------------------------- (a) Seller hereby sells, conveys, transfers and delivers to the Purchaser, and Purchaser hereby purchases from Seller, the Shares for an aggregate purchase price of $116,610.00 (the "Purchase Price"), representing $ 6.50 for each share. (b) Seller has, simultaneously with the execution and delivery of this Agreement, delivered to Purchaser certificates numbered NY 00018620, NY 18628 and NY 00018619, representing all of the Shares to be transferred to Purchaser hereby, duly endorsed in blank or with separate stock powers attached thereto and executed in blank (in each case, with all signatures medallion guaranteed by a financial institution that is a member of The Securities Transfer Association Medallion Program, New York Stock Exchange Medallion Program or Stock Exchange Medallion Program) (the "Certificate"). - 1 - (c) Promptly upon receipt by Purchaser of the Certificate, Purchaser shall pay the Purchase Price to Seller by check or wire transfer of immediately available funds. 2. Representations and Warranties: ------------------------------ (a) Seller hereby represents and warrants to Purchaser that: (i) Seller is the lawful owner, beneficially and of record, of the Shares. Seller is conveying good and valid title to the Shares, free and clear of any lien, claim, encumbrance or restriction of any kind. The Shares constitute all of the shares of capital stock or other securities of the Company owned, beneficially or of record, by Seller or any of Seller's affiliates. (ii) Seller has all necessary power and authority to execute, deliver and perform this Agreement and to carry out its obligations hereunder. Seller is not subject to or obligated under any contract provision or other agreement, or subject to any order, decree, law, rule or regulation, which would be violated by this Agreement or the sale of the Shares to Purchaser. No authorization, consent or approval of any third party is necessary for the consummation by Seller of the transactions contemplated hereby. (iii) All negotiations relating to this Agreement have been carried on by Seller directly without the intervention of any person, firm, corporation or entity who or which may be entitled to any brokerage fee or other commission in respect of the execution of this Agreement or the consummation of the transactions contemplated hereby, and Seller agrees to indemnify and hold Purchaser harmless against any and all claims, losses, liabilities or expenses which may be asserted against Purchaser as a result of any dealings, arrangements or agreements between Seller and any such person, firm, corporation or entity. (iv) Seller acknowledges that Purchaser is a director and stockholder of the Company. Seller has made its decision to enter into this Agreement after consideration and examination of facts and circumstances it gathered independently, acknowledges that it has not received any information regarding the Company from Purchaser and that it is in no way relying on any information received from Purchaser. Seller hereby irrevocably waives any right to claim that Purchaser should have disclosed to Seller any information regarding the Company. Seller further acknowledges that Purchaser may in the future purchase additional shares of the Company at a purchase price and under terms different than those contained herein. (b) Purchaser hereby represents and warrants to Seller the following: - 2 - (i) Purchaser has all necessary power and authority to execute, deliver and perform this Agreement and to carry out its obligations hereunder. Purchaser is not subject to or obligated under any contract provision or other agreement, or subject to any order, decree, law, rule or regulation, which would be violated by this Agreement or the purchase of the Shares. No authorization, consent or approval of any third party is necessary for the consummation by Purchaser of the transactions contemplated hereby. (ii) Purchaser is acquiring the Shares solely for Purchaser's own account as an investment and not with a view to, or for resale in connection with, any distribution in violation of the Securities Act of 1933 (the "Securities Act") or applicable state securities laws. (iii) All negotiations relating to this Agreement have been carried on by Purchaser directly without the intervention of any person, firm, corporation or entity who or which may be entitled to any brokerage fee or other commission in respect of the execution of this Agreement or the consummation of the transactions contemplated hereby, and Purchaser agrees to indemnify and hold Seller harmless against any and all claims, losses, liabilities or expenses which may be asserted against Seller as a result of any dealings, arrangements or agreements between Purchaser and any such person, firm, corporation or entity. 3. Attorney-in-fact: Seller irrevocably constitutes and appoints ---------------- Purchaser the true and lawful agent and attorney-in-fact of Seller with respect to the Shares, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest) to (i) deliver certificates for the Shares, or transfer ownership of the Shares on the account books maintained by the Company's book-entry transfer facility, together, in any such case, with all accompanying evidence of transfer and authenticity, to itself or its designee (ii) present the Shares for transfer on the books of the Company, and (iii) receive all benefits and otherwise exercise all rights of beneficial ownership of the Shares, all in accordance the terms contained herein. 4. Backup Withholding: Seller represents that it and the transactions ------------------ contemplated herein are not subject to backup withholding or any other withholding provisions of the Internal Revenue Code (the "Code"). Seller agrees to provide Purchaser with appropriate proof certifying, as required by the Code and Treasury Regulations, that it is not subject to any backup withholding. Seller further agrees that its correct name, address, social security number or employer identification number and any other information required by the Code or IRS Treasury Regulations have been provided on the requisite forms. 5. Further Assurances: Seller and Purchaser each shall, at any time and ------------------ from time to time after the execution and delivery of this Agreement, upon request of the other, do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered, - 3 - such further acts, assignments, transfers, conveyances and assurances as may be reasonably necessary to further effectuate the terms of this agreement. 6. Expenses: Each party hereto shall pay its own expenses incidental to -------- the carrying out of the provisions of this Agreement and the consummation of the transactions contemplated hereby. 7. Successors and Assigns: All authority herein conferred or agreed to be ------------------------ conferred shall survive the death or incapacity of either party, and any obligation of either party hereto shall be binding upon the heirs, executors, administrators, personal representatives, trustees in bankruptcy,successors and assigns of such party. Purchaser may assign its rights under this Agreement to any corporation or other entity that is an affiliate of Purchaser (within the meaning of the federal securities laws). Except as otherwise provided in the preceding sentence, this Agreement may not be assigned by either party hereto without the prior written consent of the other party. 8. Integration: This Agreement constitutes the entire agreement between ----------- the parties hereto with respect to the purchase and sale of the Shares and supersedes all other prior agreements and understandings. 9. Counterparts: This Agreement may be executed in any number of ------------ counterparts and each of such counterparts shall for any purposes be deemed to be an original; and all such counterparts shall together constitute but one and the same document. 10. Governing Law: This Agreement shall be construed in accordance with -------------- and governed by the internal laws of the Commonwealth of Pennsylvania without regard to otherwise applicable principals of conflicts of laws. 11. Specific Performance: Seller acknowledges that the Shares are unique --------------------- and otherwise not available and agrees that in addition to any other remedies, Purchaser may invoke any equitable remedies to enforce delivery of the Shares hereunder, including, without limitation, an action or suit for specific performance. [Signature Page Follows] - 4 - IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written above. SELLER GREENPLEX INVESTMENTS, L.L.C., an Arizonia limited liability company /s/ David P. Maniatis ---------------------------------------- David P. Maniatis, Manager Address: 7720 E. Redfield Road, Suite 8 Scottsdale, AZ 85260 Taxpayer I.D. Number: 86-0805127 PURCHASER /s/ Nicholas G. Karabots ---------------------------------------- NICHOLAS G. KARABOTS [Signature Page to Purchase Agreement] - 5 - EX-99.O 6 dex99o.txt JOINT FILING AGREEMENT EXHIBIT O JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1 The undersigned agree to file jointly with the Securities and Exchange Commission ("SEC") any and all statements on Schedule 13D (and any amendments or supplements thereto) required under Section 13(d) of the Securities Exchange Act of 1934, as amended, in connection with transactions by the undersigned in the Common Stock of AMREP Corporation. Each of the undersigned will be responsible for the timely filing of the Schedule 13D and all amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein. None of the undersigned shall be responsible for the completeness or accuracy of the information concerning any other party contained in the Schedule 13D or any amendment thereto, except to the extent such person knows or has reason to believe that such information is inaccurate. Dated: November 29, 2001 /s/ Nicholas G. Karabots ------------------------ Nicholas G. Karabots Dated: November 29, 2001 GLENDI PUBLICATIONS, INC. /s/ Nicholas G. Karabots ------------------------ Nicholas G. Karabots, Chairman Dated: November 29, 2001 KAPPA MEDIA GROUP, INC. /s/ Nicholas G. Karabots ------------------------ Nicholas G. Karabots, Chairman -----END PRIVACY-ENHANCED MESSAGE-----