-----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, HA3/SO38Scit8kozMpbTsS6FI/cQo2rAhHEvEU6xFfg4Ml5ohXDPI0bw0dPbdNpN hhy5kA09Oh6x0y6JCEcnfw== /in/edgar/work/20000914/0000006207-00-000008/0000006207-00-000008.txt : 20000922 0000006207-00-000008.hdr.sgml : 20000922 ACCESSION NUMBER: 0000006207-00-000008 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20000731 FILED AS OF DATE: 20000914 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMREP CORP CENTRAL INDEX KEY: 0000006207 STANDARD INDUSTRIAL CLASSIFICATION: [1531 ] IRS NUMBER: 590936128 STATE OF INCORPORATION: OK FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-04702 FILM NUMBER: 722928 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 10-Q 1 0001.txt 1ST QUARTER FILING SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [ X ]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2000 ______________________________________ OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________ to _________________ Commission File Number 1-4702 ___________ AMREP Corporation _______________________________________________________________________________ (Exact name of registrant as specified in its charter) Oklahoma 59-0936128 _______________________________________________________________________________ (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 641 Lexington Avenue, Sixth Floor, New York, New York 10022 _______________________________________________________________________________ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (212) 705-4700 _________________ Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has subject to such filing requirements for the past 90 days. Yes X No ____________ ___________ Number of Shares of Common Stock, par value $.10 per share, outstanding at September 12, 2000 - 6,624,796. FORM 10-Q AMREP CORPORATION AND SUBSIDIARIES INDEX PART I PAGE NO. Consolidated Financial Statements: Balance Sheets July 31, 2000 (Unaudited) and April 30, 2000 (Audited) 1 Statements of Operations and Retained Earnings (Unaudited) Three Months Ended July 31, 2000 and 1999 2 Statements of Cash Flows (Unaudited) Three Months Ended July 31, 2000 and 1999 3 Notes to Consolidated Financial Statements 4 Management's Discussion and Analysis 5-7 Quantitative and Qualitative Disclosures about Market Risk 7 PART II Other Information 8 Signatures 9 Exhibit Index 10 FORM 10-Q AMREP CORPORATION AND SUBSIDIARIES Consolidated Balance Sheets July 31, 2000 and April 30, 2000 (Thousands, except par value and number of shares) July 31, 2000 April 30,2000 --------------- --------------- (Unaudited) (Audited) ASSETS Cash and cash equivalents $ 11,397 $ 12,934 Real estate operations 9,160 9,108 Magazine circulation operations 46,076 45,366 Real estate inventory 72,045 70,548 Property, plant and equipment, at cost, net of accumulated depreciation and amortization of $14,512 at July 31, 2000 and $14,032 at April 30, 2000. 17,602 17,852 Other assets 10,974 11,437 Excess of cost of subsidiary over net assets acquired 5,191 5,191 --------------- --------------- $ 172,445 $ 172,436 =============== =============== LIABILITIES AND SHAREHOLDERS' EQUITY Accounts payable $ 13,606 $ 17,783 Deposits and accrued expenses 10,800 8,137 Notes payable: Amounts due within one year 13,445 15,599 Amounts subsequently due 38,827 31,312 --------------- --------------- 52,272 46,911 Taxes payable: Amounts due (receivable) within one year (410) (1,002) Amounts subsequently due 5,999 5,999 --------------- --------------- 5,589 4,997 Deferred income taxes 2,666 2,627 --------------- --------------- 84,933 80,455 --------------- --------------- Shareholders' equity: Common stock, $.10 par value; shares authorized - 20,000,000; shares issued -7,399,677 at July 31, 2000 and 7,398,677 issued at April 30, 2000 740 740 Capital contributed in excess of par value 44,936 44,930 Retained earnings 47,044 47,258 Treasury stock, at cost; 745,981 shares at July 31, 2000 and 158,327 shares at April 30, 2000 (5,208) (947) --------------- --------------- 87,512 91,981 --------------- --------------- $ 172,445 $ 172,436 =============== =============== See notes to consolidated financial statements. 1 FORM 10-Q AMREP CORPORATION AND SUBSIDIARIES Consolidated Statements of Operations and Retained Earnings (Unaudited) Three Months Ended July 31, 2000 and 1999 (Thousands, except per share amounts) 2000 1999 --------------- --------------- REVENUES Real estate operations: Land sales $ 2,771 $ 8,226 Home and condominium sales 2,213 18,711 --------------- --------------- 4,984 26,937 Magazine circulation operations 12,329 13,000 Interest and other operations 897 2,098 --------------- --------------- 18,210 42,035 --------------- --------------- COSTS AND EXPENSES Real estate cost of sales: Land sales 1,356 5,863 Home and condominium sales 2,207 16,493 Operating expenses: Magazine circulation operations 10,206 10,466 Real estate commissions and selling 327 1,590 Other operations 549 1,011 General and administrative: Real estate operations and corporate 930 1,942 Magazine circulation operations 2,173 1,569 Interest, net 818 913 --------------- --------------- 18,566 39,847 --------------- --------------- Income (loss) before income taxes (356) 2,188 PROVISION (BENEFIT ) FOR INCOME TAXES (142) 875 --------------- --------------- NET INCOME (LOSS) (214) 1,313 RETAINED EARNINGS, beginning of period 47,258 46,089 --------------- --------------- RETAINED EARNINGS, end of period $ 47,044 $ 47,402 =============== =============== EARNINGS (LOSS) PER SHARE-BASIC AND DILUTED $ (0.03) $ 0.18 =============== =============== WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 6,922 7,362 =============== =============== See notes to consolidated financial statements. 2 FORM 10-Q AMREP CORPORATION AND SUBSIDIARIES Consolidated Statements of Cash Flows (Unaudited) Three Months Ended July 31,2000 and 1999 (Thousands) 2000 1999 --------------- --------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net Income (loss) $ (214) $ 1,313 --------------- --------------- Adjustments to reconcile net income to net cash provided (used) by operating activities - Depreciation and amortization 754 1,158 Non-cash credits and charges: Loss on disposition of fixed assets - 17 Pension benefit accrual (185) (35) Expense recorded on issuance of treasure stock - 92 Changes in assets and liabilities - Receivables (762) 684 Real estate inventory (1,497) 14,979 Other assets 375 (594) Accounts payable, deposits and accrued expenses (1,514) (7,870) Taxes payable 592 (1,158) Deferred income taxes 39 323 --------------- --------------- Total adjustments (2,198) 7,596 --------------- --------------- Net cash provided (used) by operating activities (2,412) 8,909 --------------- --------------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures (231) (220) --------------- --------------- Net cash used by investing activities (231) (220) --------------- --------------- CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from debt financing 20,960 3,520 Principal debt payments (15,599) (23,213) Proceeds from exercise of stock option 6 - Purchase of Treasury stock (4,261) (257) --------------- --------------- Net cash provided (used) by financing activities 1,106 (19,950) --------------- --------------- Decrease in cash and cash equivalents (1,537) (11,261) CASH AND CASH EQUIVALENTS,beginning of period 12,934 23,553 --------------- --------------- CASH AND CASH EQUIVALENTS, end of period $ 11,397 $ 12,292 =============== =============== SUPPLEMENTAL CASH FLOW INFORMATION: Interest paid - net of amounts capitalized $ 1,013 $ 1,025 =============== =============== Income taxes paid (refunded) $ (771) $ 1,698 =============== =============== See notes to consolidated financial statements. 3 FORM 10-Q AMREP CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (Unaudited) Three Months Ended July 31, 2000 and 1999 (1) BASIS OF PRESENTATION The accompanying unaudited financial statements included herein have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission for interim financial information. The April 30, 2000 balance sheet amounts have been derived from the April 30, 2000 audited financial statements of the Registrant. Since the accompanying consolidated financial statements do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements, it is suggested that they be read in conjunction with the financial statements and notes thereto included in the Registrant's April 30, 2000 Annual Report on Form 10-K. In the opinion of management, the accompanying unaudited financial statements include all adjustments, which are of a normal recurring nature, necessary to reflect a fair presentation of the results for the interim periods presented. The results of operations for such interim periods are not necessarily indicative of the results to be expected for the full fiscal year. (2) INFORMATION ABOUT THE COMPANY'S OPERATIONS IN DIFFERENT INDUSTRY SEGMENTS: The following schedules set forth summarized data relative to the industry segments in which the Company operates for the three month periods ended July 31, 2000 and 1999. Land Home Corporate Sales Building Distribution Fulfillment and Other Consolidated THREE MONTHS: July 2000 (Thousands): Revenues $ 3,055 $ 2,239 $ 3,833 $ 8,496 $ 587 $ 18,210 Expenses (excluding interest) 2,124 2,434 3,710 8,349 1,131 17,748 Interest expense, net 114 29 491 139 45 818 --------- -------- -------- --------- -------- -------- Pretax income (loss) contribution $ 817 $ (224) $ (368) $ 8 $ (589) $ (356) ========= ========= ========= ========= ========= ========= Identifiable assets $ 75,126 7,128 51,892 18,470 19,829 172,445 - -------------------------------------------------------------------------------------------------------------- July 1999 (Thousands): Revenues $ 8,339 $ 19,839 $ 4,655 $ 8,345 $ 857 $ 42,035 Expenses (excluding interest) 6,461 19,096 3,763 8,272 1,342 38,934 Interest expense, net 105 182 419 152 55 913 --------- -------- -------- --------- -------- -------- Pretax income (loss) contribution $ 1,773 $ 561 $ 473 $ (79) $ (540) $ 2,188 ========= ========= ========= ========= ========= ========= Identifiable assets $ 75,861 19,556 54,633 19,441 21,037 190,528 - -------------------------------------------------------------------------------------------------------------- Certain amounts in July 1999 have been reclassified to conform to the current year presentation.
4 FORM 10-Q AMREP CORPORATION AND SUBSIDIARIES Management's Discussion and Analysis of Financial Condition and Results of Operations July 31, 2000 RESULTS OF OPERATIONS Total revenues for the first quarter of fiscal 2001 decreased to $18.2 million from $42.0 million in the comparable period of the prior year, principally as a result of the restructuring of the Company's real estate operations, including the continuing wind-down of homebuilding activities. Revenues from land sales for the first quarter of fiscal 2001 decreased to $2.8 million from $8.2 million in the comparable period of the prior year, primarily due to a lower volume of sales of residential lots to builders. Revenues from residential lot sales decreased to $2.4 million in the first quarter of the current year from $6.8 million in the same period last year, primarily because the prior year period included sales to other homebuilders in Colorado with an aggregate sales value of over $3.0 million made as part of the Company's restructuring plan to sell its remaining real estate assets in Colorado, whereas there were no comparable sales in the current year period. In addition, revenues from the sale of commercial and industrial land decreased to $400,000 in the first quarter of the current year from $1.5 million in the same period last year. The average gross profit percentage on land sales increased from 29% in the first quarter of fiscal 2000 to 51% in the first quarter of fiscal 2001 mainly because the prior year had included a higher percentage of sales of residential lots, including those in Colorado discussed above, which have generally been at lower gross profit percentages than the commercial and industrial land sales have historically achieved. Land sale revenues and related gross profits can vary from period to period as a result of the nature and timing of specific transactions, and thus prior results are not an indication of amounts that may be expected to occur in future periods. Revenues from housing sales decreased to $2.2 million in the first quarter of fiscal 2001 from $18.7 million in the same period last year, as the Company delivered only 8 homes in the current year compared to 127 in the prior year. This decrease reflected the effects of the restructuring of the Company's real estate operations, as discussed above, and is expected to continue as homebuilding activities are completed. Revenues from magazine circulation operations decreased to $12.3 million in the first quarter of the current year compared to $13.0 million in the comparable period of the prior year, which reflected a decrease in the distribution segment of this business. Revenues from the Newsstand Distribution Services decreased approximately $800,000 (18%) in this year's first quarter compared to the prior year, resulting from customer losses and decreased sales percentages, which was 5 partially offset by a revenue increase of $150,000 (2%) in Fulfillment operations. Partially offsetting this revenue decrease was a decrease of $260,000 (2%) in magazines circulation operating expenses, due in part to payroll-related reductions and reduced bad debt expense. Revenues from "Interest and other operations" decreased by $1.2 million in the first quarter of fiscal 2001 compared to the prior year due to the wind-down of ancillary operations related to homebuilding. In addition, the prior year included the recognition of management fee and equity income of approximately $700,000 from the sale of a project in California in which the Company was a joint venture participant. Other operations expenses decreased by approximately $500,000 which was commensurate with the decrease in ancillary revenues noted above. Real estate commissions and selling expenses decreased as a result of the wind-down of homebuilding operations. Real estate and corporate general and administrative expenses also decreased due to the effects of the Company's restructuring, including the wind-down of homebuilding activities. General and administrative costs of magazine circulation operations increased by approximately $600,000, due in part to the accrual of severance and related benefits associated with the previously announced October 31, 2000 retirement of Kable's chief executive officer. Interest expense decreased moderately due to lower borrowing requirements within the real estate segments, offset in part by increased interest in the magazine circulation operations resulting from slightly higher receivable balances. As previously reported, the Company has been involved for several years in an ongoing process of audits of its Federal tax returns by the Internal Revenue Service ("IRS") for fiscal years 1984 through 1996. The Company has previously resolved all issues and paid taxes and related interest due for the years 1984 through 1992, and reached an interim agreement and paid all amounts due on certain issues for the years 1993 through 1996. In September 2000, the IRS presented to the Company a proposal to settle all remaining federal tax matters for these years. Until a final settlement has been approved by the Company and the IRS, however, these examinations remain open. If the proposed settlement becomes final, the amount actually owed for taxes and interest would be less than the amount accrued for this liability, and a tax benefit would be recognized at that time. While the exact amount of the potential tax benefit is uncertain and requires, among other things, the approval of the final agreement by the IRS and the determination of related interest, as well as a determination of resulting state tax adjustments, it could approximate $3.5 million. LIQUIDITY AND CAPITAL RESOURCES During the past several years, the Company has financed its operations from internally generated funds from home and land sales and magazine circulation operations, and from borrowings under its various lines-of-credit and construction loan agreements. 6 Over the past eighteen months, the Company has restructured its real estate operations by winding-down homebuilding activities and selling a portion of its landholdings in Colorado, California and Oregon. During this period, both inventories and debt have been substantially reduced. At July 31, 2000, inventories amounted to $72.0 million compared to $70.5 million at April 30, 2000 and $92.1 million at April 30, 1999, while notes payable amounted to $52.3 million at July 31, 2000, $46.9 million at April 30, 2000 and $74.7 million at April 30, 1999. In connection with a previously announced self-tender "Dutch Auction", the Company reacquired 587,654 shares of its stock to be held as treasury stock at a cost of approximately $4.3 million, including expenses, during the quarter ended July 31, 2000. The Company also announced the resumption of a program which had commenced in April 1999 to purchase up to 300,000 shares of its common stock from time to time in the open market, under which 143,300 shares had been reacquired until the program was suspended in November 1999. The Company believes that cash provided from operations together with existing cash balances, its lines-of-credit and land development loans will be sufficient to maintain liquidity at a satisfactory level. Statement of Forward-Looking Information Certain information included herein and in other Company statements, reports and filings with the Securities and Exchange Commission is forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. Refer to Item 7 of the Annual Report on Form 10-K for a discussion of the assumptions and factors on which these statements are based. Any changes in the actual outcome of these assumptions and factors could produce significantly different results; accordingly, all forward-looking statements should be evaluated with the understanding of their inherent uncertainty. Quantitative and Qualitative Disclosures about Market Risk There have been no material changes to the Company's market risk for the three-month period ended July 31, 2000. See Item 7(A) of the Company's Annual Report on Form 10-K for the fiscal year ended April 30, 2000 for additional information regarding quantitative and qualitative disclosures about market risk. 7 PART II Other Information Item 6. Exhibits and Reports on Form 8-K (a) Exhibits: 10(a) Employment Termination and Consulting Agreement and General Release dated July 28, 2000 between the Registrant and Kable News Company, Inc. and Daniel Friedman 27. Financial Data Schedule (b) Reports on Form 8-K No reports on Form 8-K were filed by the Registrant during the quarter ended July 31, 2000. 8 FORM 10-Q AMREP CORPORATION AND SUBSIDIARIES 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 thereunto duly authorized. AMREP Corporation (Registrant) Dated: September 14, 2000 By: /s/ Mohan Vachani Mohan Vachani Senior Vice President, Chief Financial Officer Dated: September 14, 2000 By: /s/ Peter M. Pizza Peter M. Pizza Vice President, Controller 9 FORM 10-Q AMREP CORPORATION AND SUBSIDIARIES EXHIBIT INDEX 10(a) Employment Termination and Consulting Agreement and General Release dated July 28, 2000 between the Registrant and Kable News Company, Inc. and Daniel Friedman 27. Financial Data Schedule 10 EX-10 2 0002.txt EMPLOYMENT TERMINATION AND CONSULTING AGREEMENT EXHIBIT 10 (a) THIS IS AN IMPORTANT LEGAL DOCUMENT; BY SIGNING IT, YOU GIVE UP IMPORTANT RIGHTS TO SUE. YOU SHOULD THOROUGHLY REVIEW AND UNDERSTAND THE EFFECT OF THE RELEASE INCLUDED IN THIS DOCUMENT BEFORE ACTING ON IT. IF YOU DO NOT UNDERSTAND IT, DO NOT SIGN IT. EMPLOYMENT TERMINATION AND CONSULTING AGREEMENT AND GENERAL RELEASE EMPLOYMENT TERMINATION and CONSULTING AGREEMENT and GENERAL RELEASE between AMREP CORPORATION, an Oklahoma corporation ("AMREP") and KABLE NEWS COMPANY, INC., an Illinois corporation (collectively, the "Company") and DANIEL FRIEDMAN ("Employee"). WHEREAS, Employee is a director, officer and employee of the Company and Employee and the Company wish to arrange for the termination of such relationships; and WHEREAS, Employee and the Company desire to resolve all issues as to employment benefits to which Employee is or may be entitled now and in the future, including any and all claims which Employee has or may have arising out of Employee's employment and/or the termination thereof, NOW, THEREFORE, in consideration of the mutual promises herein contained, it is agreed as follows: 1. Employment Termination; Resignations. (a) As of the close of business on October 31, 2000 (the "Termination Date"), Employee's employment by the Company will terminate for all purposes and Employee will not thereafter be entitled to receive any salary, benefits or other compensation from the Company, except as set forth herein. (b) Effective on the Termination Date, Employee shall cease to be a director and officer of the Company and all direct and indirect subsidiaries of the Company, and this Agreement shall constitute Employee's written resignations from all such positions. Upon request of the Company, Employee shall provide to the Company such separate signed instruments of resignation from any of such positions as the Company may request. 2. Company Not Liable. Employee agrees and understands that nothing contained in this Agreement is an admission by the Company of any unlawful conduct whatsoever. This Agreement shall not in any way be construed as an admission by the Company that it has acted wrongfully with respect to Employee in connection with his employment or the termination thereof, or that Employee has any legal rights whatsoever against the Company with respect thereto, and the Company specifically disclaims any liability to, or for wrongful acts against, Employee. 3. Consulting Services. During the period from the Termination Date until December 31, 2001, Employee shall be available to consult with the management of the Company concerning its business for not more than 15 hours in each calendar month. Such consulting services shall be provided by Employee at such locations as shall be mutually agreeable to Employee and the Company, shall be called for upon reasonable advance notice by the Company to Employee and shall be scheduled with due regard to his other commitments. Employee has informed the Company that he has changed his primary residence from New York City to Milan, New York, and in no event shall Employee be required to travel to a location more than 100 miles from Milan, New York. Such consulting services shall be provided without payment to Employee other than as specifically provided herein. The Company shall reimburse Employee for his reasonable expenses incurred in providing such consulting services in accordance with the Company's expense reimbursement policies applicable to its senior executives. 4. Payments to Employee. In connection with the termination of Employee's employment by the Company and in consideration of Employee's aforesaid agreement to provide consulting services and Employee's release of the Company provided for below, on January 3, 2001 the Company will pay to Employee the sum of $305,191.47, less all required withholdings for tax purposes. 5. Purchase of Employee's AMREP Stock. Employee represents he presently owns, free and clear of all liens, claims, charges and encumbrances, 38,610 shares of AMREP common stock (the "Shares"). AMREP and Employee agree that, provided (i) Employee shall give written notice to AMREP not later than the Termination Date specifying that Employee wishes to sell the Shares, and (ii) not later than the time such notice is given Employee shall deliver to Jacobs Persinger & Parker at 77 Water Street, New York New York 10005 (x) the certificate or certificates representing the Shares, (y) Employee's irrevocable stock power covering the Shares, duly executed in blank, and (z) Employee's irrevocable instruction to deliver the same to AMREP for sale as hereinafter provided, at 10:00 A.M. on January 3, 2001, at the principal office of AMREP in New York City, Employee will sell and AMREP will purchase the Shares for a purchase price of $7.00 per Share, and at such time AMREP will make payment therefor by wire transfer to Employee's bank account specified in his aforesaid notice against delivery of the certificates and aforesaid stock power therefor. The delivery by Employee of said notice shall constitute Employee's representation and warranty to AMREP that upon such purchase and payment AMREP will acquire good title to the Shares free and clear of all liens, claims, charges and encumbrances. Upon AMREP's reasonable request Employee will provide such other instruments executed by him to confirm the foregoing and otherwise to effectuate said purchase and sale. 6. Medical Insurance. The Company shall pay for the cost of medical insurance for Employee for the remainder of his life, but only to the extent of the coverage generally made available to Company employees and retirees under the policy of medical insurance, if any, from time to time provided by the Company, in its sole discretion and without any obligation to do so, and only if and for so long as Employee shall pay to the Company monthly an amount equal to the amount payable by officers of the Company for coverage under such policy. Should the policy of medical insurance referred to above cease to be made generally available to Company retirees, the Company will nevertheless provide coverage to Employee, but only to the extent of the coverage generally made available to Company employees under the policy of medical insurance, if any, from time to time provided by the Company for its employees and only for so long as Employee shall pay to the Company monthly an amount equal to the full amount payable by the Company for such coverage. 7. Transfer of Automobile Lease. Effective as of the Termination Date Kable News Company, Inc. ("Kable") shall assign to Employee, and Employee shall assume the obligations of Kable under, the lease dated November 20, 1998 between Kable and Mercedes Benz Credit Company covering a Mercedes station wagon VIN # WDBJH82FXXX016476. Each such party shall execute and deliver to the other such agreements and instruments as the other shall reasonably require to effectuate such assignment and assumption. The parties shall use their best efforts to obtain a release to Kable from Mercedes Benz Credit Company and, if such a release is not obtained, shall enter into other arrangements to protect Kable from any liability with respect to such lease. 8. Additional Consideration. Employee understands and agrees that the agreements of and payments by the Company provided for herein represent consideration to Employee over and above anything else of value which Employee already is entitled to receive from the Company. Without limiting the generality of the foregoing, Employee represents that (i) no executive of Kable News Company, Inc. and (ii) to his best knowledge no executive of AMREP or any other subsidiary of AMREP has received upon termination of his or her employment severance compensation of more than one week's salary for each year of employment except in situations where the employee gave the employing entity and/or AMREP a release from claims arising out of his or her employment or the termination of the employment. 9. Employee's Release of the Company. In consideration of the agreements of and payments by the Company provided for herein and other terms of this Agreement, subject to the provisions of this Agreement Employee for himself and his heirs and assigns hereby releases and discharges the Company and its successors, subsidiaries, affiliates and assigns, and its present and former shareholders, officers, directors, agents, and employees, from all actions, suits, liabilities, charges, claims and causes of action, known or unknown, fixed or contingent, that Employee has, or may have, arising out of Employee's employment or termination from employment, whether before courts, administrative agencies, or other forums wherever situated, including, but not limited to, all claims for wages, overtime premiums, holiday pay, pay for personal days, pay for unused sick, absence, or vacation days, compensatory time, and any other pay for time worked and leave of any kind to which Employee is or may be entitled, and all claims under Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1967, as amended by the Older Workers' Benefit Protection Act (the "ADEA"), the Equal Pay Act of 1963, as amended, the Employee Retirement Income Security Act of 1974, as amended, the Worker Adjustment and Retraining Act, as amended, the New York Human Rights Law, and the various other federal state and local civil rights acts involving discrimination on the basis of age, race, sex, sexual orientation, religion, disability, national origin and marital status, and all claims under express or implied contract theories. 10. Certain Claims not Released. This Agreement does not release or waive any claims by Employee: (a) for rights arising under this Agreement; (b) for salary and benefits payable to Employee in the ordinary course through the Termination Date; (c) for worker's compensation to which Employee may be entitled in respect of any job-related injury which occurred prior to the Termination Date; (d) for accrued Social Security benefits to which Employee may become entitled under applicable law; (e) for indemnification (as an officer and/or director) for job-related, third-party claims arising prior to the Termination Date; (f) with respect to any rights or claims that may arise under the ADEA after the date on which Employee signs this Agreement; or (g) which are unknowable to the Employee on the date hereof and arise out of some past act of the Company unknown to the Employee. 11. EEOC Enforcement. It is understood that this Agreement may not affect the rights and responsibilities of the Equal Employment Opportunity Commission ("EEOC") to enforce the ADEA, or be used to justify interfering with the protected right of an employee to file a charge or participate in an investigation or proceeding conducted by the EEOC under the ADEA. 12. Employee's Confidentiality and Noncompetition Agreements. (a) Employee acknowledges that during his employment with the Company he has had and while acting as a consultant for the Company hereunder he may have access to confidential information regarding the Company and that he will not, during or subsequent to his employment, divulge, furnish, or make accessible to any person (other than with the prior written consent of the Board of Directors of AMREP) any such confidential information or plans of the Company. However, confidential information or plans shall exclude information or plans which: (i) at the time of disclosure already are in the public domain or which, after disclosure, are published or otherwise become part of the public domain through no fault of the Employee; (ii) Employee can show was in his possession at the time of the Company's disclosure to Employee and was not acquired, directly or indirectly, from the Company or from a third party under an obligation of confidence; or (iii) Employee can show were received by Employee after the time of the Company's disclosure from a third party who did not require Employee to hold it in confidence. (b) Employee agrees that during the Consulting Period he will not (i) engage directly or indirectly, whether individually, or as a shareholder, partner, officer, director, sales representative, employee or consultant of any business organization, in activities which are competitive with any business owned or operated or being actively considered to be owned or operated by the Company or any subsidiary or affiliate of the Company (a "Designated Business"); (ii) divert to any competitor of the Company or any subsidiary in a Designated Business any customer of the Company or a subsidiary; (iii) solicit or encourage any officer, employee, or consultant of the Company or any subsidiary to leave its employ; or (iv) call upon any prospective acquisition candidate, on Employee's own behalf or on behalf of any other person, which candidate was, to Employee's knowledge, either called upon by the Company or any subsidiary or with respect to which the Company or any subsidiary made an acquisition analysis for the purposes of acquiring such entity. It is understood, however, that Employee may consult with publishers. (c) The parties hereto acknowledge that Employee's noncompetition obligations hereunder will not preclude Employee from owning less than 1% of the common stock of any publicly traded corporation conducting business activities in a Designated Business. If at any time the provisions of this Section 12 are determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 12 will be considered divisible and will become and be immediately amended to only such area, duration and scope of activity as will be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and Employee agrees that this Section 12 as so amended will be valid and binding as though any invalid or unenforceable provision had not been included herein. 13. Employee's Review and Signature. (a) Employee acknowledges he was first given a copy of this Agreement on July 28, 2000. Employee will have a period of 21 days from the date Employee was first given a copy of this Agreement in which to carefully study and consider the terms of this Agreement. During this consideration period Employee is advised to talk to an attorney about this Agreement and what it means to Employee. (b) If at any time on or before the 21st day after the day Employee was first given a copy of this Agreement, Employee decides to accept the terms of this Agreement, Employee should date and sign the "Employee's Acceptance" on page 10 of this Agreement, and return the signed copy to AMREP at 641 Lexington Avenue, New York, New York 10022, attention of: Peter M. Pizza, Secretary, so that it is received by the Company no later than 25 days after the day Employee was first given a copy of this Agreement. (c) If Employee has spoken to an attorney about this Agreement, Employee should also have that attorney complete the "Attorney's Statement" which appears at the end of this Agreement. 14. Cancellation on Employee's Failure to Sign. If Employee has not signed and returned a copy of this Agreement prior to the close of business on the 25th day after Employee was first given a copy of this Agreement, or if Employee cancels this Agreement as provided in Section 15, then the Company's proposed undertakings in this Agreement shall be automatically withdrawn and canceled and it will be as if the Company had never made such proposed undertakings. 15. Effectiveness of Agreement; Employee's Right to Cancel. (a) This Agreement will not become effective or enforceable until 12:01 A.M. on the tenth (10th) day after the Company has received a copy of this Agreement signed by Employee. That day and time is called the "Effective Date". (b) UNTIL THE EFFECTIVE DATE, EMPLOYEE HAS THE LEGAL RIGHT UNDER FEDERAL LAW TO CANCEL THIS AGREEMENT. THE FACT THAT EMPLOYEE HAS SIGNED AND RETURNED THIS AGREEMENT TO THE COMPANY WILL NOT PREVENT EMPLOYEE FROM CANCELING THIS AGREEMENT PRIOR TO THE EFFECTIVE DATE. (c) If Employee decides to cancel this Agreement, Employee may do so by notifying AMREP in writing not later than the Effective Date at the following address: 641 Lexington Avenue New York, New York 10022 Att: Peter M. Pizza, Secretary If Employee cancels by mail or telegram, Employee must send the notice no later than the Effective Date. (d) IF EMPLOYEE HAS SIGNED AND RETURNED A COPY OF THIS AGREEMENT AND EMPLOYEE DOES NOT GIVE THE COMPANY A WRITTEN CANCELLATION NOTICE PRIOR TO THE EFFECTIVE DATE, THIS AGREEMENT WILL BECOME BINDING ON EMPLOYEE. 16. Notices. Notices under this Agreement shall be in writing and shall be hand delivered or sent by certified mail, return receipt requested, or by established overnight delivery service: If to the Company at - AMREP Corporation 641 Lexington Avenue New York, New York 10022 Att: Peter M. Pizza and If to Employee at - 1460 Jacksons Corner Road Milan, New York 12571 or to such other address as either the Company or Employee shall specify to the other by like notice. 17. Entire Agreement; Amendments. This Agreement is the entire agreement between Employee and the Company with respect to all matters relating to the termination of Employee's employment by the Company. The terms of this Agreement may only be altered by a writing signed by Employee and the Company. 18. Governing Law. This Agreement shall be deemed to have been made within the County of New York, State of New York, and shall be interpreted and construed enforced in accordance with the laws of the State of New York and before the Courts of the State of New York, County of New York. AMREP CORPORATION By:/s/ Edward B. Cloues, II Name: Edward B. Cloues, II Title: Chairman KABLE NEWS COMPANY, INC. By:/s/ Mohan Vachani Name: Mohan Vachani Title: Vice President Dated: July 28, 2000 Copy received July 28, 2000 /s/ Daniel Friedman Daniel Friedman EMPLOYEE'S AGREEMENT AND ACCEPTANCE I hereby acknowledge that I have had the opportunity to consider the terms of the above Employment Termination and Consulting Agreement and General Release for a period of 21 days. I have carefully read and studied said Agreement and I fully understand its terms and the terms of the release of claims contained therein and the consequences to me of my acceptance of said Agreement and giving of such release. I hereby accept and agree to the terms of said Agreement and the release, voluntarily and of my own free will. AGREED TO AND ACCEPTED: /s/ Daniel Friedman Daniel Friedman Dated: July 31 , 2000 EX-27 3 0003.txt FDS -- FOR THE 1ST QUARTER ENDED JULY 31, 2000
5 FDS - 1ST QUARTER 0000006207 AMREP CORPORATION 1,000 U.S. DOLLARS 3-MOS APR-30-2001 MAY-01-2000 JUL-31-2000 1 11,397 0 55,236 0 72,045 0 32,114 14,512 172,445 0 38,827 0 0 740 86,772 172,445 4,984 18,210 3,563 14,645 0 0 818 (356) (142) (214) 0 0 0 (214) (.03) (.03)
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