8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):             July 28, 2011              

AMREP Corporation

(Exact name of Registrant as specified in its charter)

Oklahoma	1-4702	59-0936128
(State or other jurisdiction of	(Commission File	(IRS Employer
incorporation)	Number)	Identification No.)

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 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 28, 2011, Theodore J. Gaasche, age 49, was elected President and Chief Executive Officer of the Company effective August 1, 2011, at an annual salary of $400,000.  Mr. Gaasche had served as the Company’s Vice President - Corporate Development since February 2011.  Also, from 2009 until July 2011 he had been serving as Executive Vice President, Operations of Spartan Organization, Inc., a private company that advises various print, publishing and other portfolio companies owned by Nicholas G. Karabots, a director and the majority shareholder of the Company.  Mr. Gaasche held his prior position with the Company on a less than full-time basis while he also was employed by the Spartan Organization.  For over twenty years until 2008, Mr. Gaasche held positions of increasing responsibility at various divisions of SunGard Data Systems Inc., most recently as the Chief Executive Officer of SunGard Availability Services, a division of SunGard that provides disaster recovery, managed information technology and related services.  The Company anticipates that Mr. Gaasche will continue to provide some services to the Spartan Organization as a member of its Board of Directors but this will not interfere with his full time responsibilities to the Company.

On July 28, 2011, Michael P. Duloc, age 54, who is a son-in-law of Nicholas G. Karabots, was appointed President and Chief Executive Officer of the Company’s Media Services businesses effective August 1, 2011.  The Company’s Media Services businesses consist of subscription fulfillment services performed by Palm Coast Data LLC and newsstand distribution, product fulfillment and specialty packaging services provided by Kable Media Services, Inc. and its subsidiaries.  Since 1993 Mr. Duloc has held various senior executive positions with Media Services companies, including President of Kable Media Services, Inc., since 2007, President of Kable Distribution Services, Inc. since 1996, and President of Kable Fulfillment Services, Inc., a predecessor of Palm Coast Data LLC, from 2000 until January 2007.  There has been no change in Mr. Duloc’s compensation as a result of his new appointment and his annual salary remains $382,500.

John F. Meneough, who has been the principal executive officer of the Company’s Palm Coast Data LLC subsidiary since prior to its acquisition by the Company in January 2007, has stepped down from his executive position effective August 1, 2011.  It is expected that Mr. Meneough will remain with Palm Coast Data LLC in an advisory capacity until April 30, 2012, the end of the Company’s current fiscal year.

Item 5.03.  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On July 28, 2011, the Board of Directors amended Section 1 of Article IV of the Company’s By-Laws to eliminate the requirement that the Company’s President be a director.

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Item 9.01.  Financial Statements and Exhibits.

Exhibits.

Exhibit No.	Description
3(ii)	Amendment of Section 1 of Article IV of the By-Laws.
99.1	Press release issued by the Company on August 1, 2011 announcing the management changes reported in Item 5.02 of this Current Report.


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)
Date: August 2, 2011	By: /s/ Peter M. Pizza
	Peter M. Pizza
	Vice President and
	Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.	Description
3(ii)	Amendment of Section 1 of Article IV of the By-Laws.
99.1	Press release issued by the Company on August 1, 2011 announcing the management changes reported in Item 5.02 of this Current Report.

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EX-3

EXHIBIT 3(ii)

RESOLVED, that Section 1 of Article IV of the By-Laws of the Company be amended to read in its entirety as follows:

“Section 1.    Officers

The officers of the Corporation shall be elected by the Board of Directors.  The officers shall be a President, one or more Vice-Presidents (one of whom may be designated Executive Vice-President), a Secretary and a Treasurer, and such other officers as the Board of Directors from time to time shall determine. The officers need not be directors.  The officers shall be elected annually by the Board of Directors at its first meeting following the annual meeting of shareholders, and each such officer shall hold office until the corresponding meeting in the next year and until his or her successor shall have been duly chosen and qualified, or until he or she shall have resigned or have been removed from office.  Any vacancy in any of the above offices shall be filled for the unexpired portion of the term by the Board of Directors, at any regular or special meeting.  A majority of the entire Board shall have power at any regular or special meeting to remove any officer, with or without cause.”

EX-99

EXHIBIT 99.1

FOR:	AMREP Corporation
	300 Alexander Park, Suite 204
	Princeton, NJ  08540
CONTACT:	Peter M. Pizza
	Vice President and Chief Financial Officer
	(609) 716-8210
	(609) 716-8255 (fax)

 AMREP APPOINTS THEODORE J. GAASCHE AS ITS PRESIDENT AND CHIEF

 EXECUTIVE OFFICER AND MICHAEL P. DULOC AS PRESIDENT AND CHIEF

 EXECUTIVE OFFICER OF ITS MEDIA SERVICES BUSINESSES

Princeton, New Jersey, August 1, 2011 - AMREP Corporation (NYSE: AXR) today announced two senior executive appointments.

Theodore J. Gaasche will become President and Chief Executive Officer of the Company effective today.  Mr. Gaasche has served as AMREP’s Vice President of Corporate Development since February 2011.  He also has been serving as Executive Vice President, Operations of Spartan Organization, Inc., a private company that advises various print, publishing and other portfolio companies owned by Nicholas G. Karabots, a director and the majority shareholder of the Company.  Mr. Gaasche held his prior position with AMREP on a less than full-time basis while he also was employed by the Spartan Organization.  For over twenty years until 2008, Mr. Gaasche held positions of increasing responsibility at various divisions of SunGard Data Systems Inc., most recently as the Chief Executive Officer of SunGard Availability Services, a division of SunGard that provides disaster recovery, managed information technology and related services.  He received a BSBA in Accounting from Shippensburg University, a Masters Degree from Villanova University, and also holds a Certified Public Accounting License.  The Company anticipates that Mr. Gaasche will continue to provide some services to the Spartan Organization as a member of its Board of Directors but this will not interfere with his full time responsibilities to the Company.

“We are extremely pleased that Ted has agreed to serve as AMREP’s President and Chief Executive Officer,” said Edward B. Cloues II, Chairman of the Board of Directors of the Company.  Mr. Cloues continued: “Ted played a key role in SunGard’s aggressive and successful acquisition program, and in addition to his extensive experience in complex transactions in a public company environment, he has a strong, customer-oriented focus in operations.”  Mr. Gaasche added: “I am looking forward to working with our talented employees to address the strategic opportunities presented in our Media Services businesses, and to developing new opportunities to provide clients with cost effective, industry leading solutions.  I also plan to focus on enhancing our real estate strategy in Rio Rancho, New Mexico.”

The Company also announced today that the leadership of the Company’s Media Services businesses will be unified under Michael P. Duloc, who will become the President and Chief Executive Officer of these businesses, effective immediately.  Mr. Duloc, who joined the Company in 1993 and has held various senior executive positions in Media Services since then, is currently the President and Chief Executive Officer of the Company’s Kable Media Services and Kable Newsstand Distribution Services businesses.  Previously he served as President and Chief Operating Officer of Kable Fulfillment Services.

The Company’s Media Services businesses consist of subscription fulfillment services performed by Palm Coast Data LLC and newsstand distribution, product fulfillment and specialty packaging services provided by Kable Media and its subsidiaries.  Mr. Cloues commented: “Mike’s top priority will be to ensure that Company initiatives and resources are aligned to provide high levels of client satisfaction.  Mike is a proven and well regarded industry veteran with deep experience in all of our Media Services businesses, and we expect that he and Ted Gaasche will work together to grow these businesses.”  Mr. Duloc added, “This unified approach to AMREP’s Media Services businesses will allow us to better meet the rapidly evolving needs of our distribution and fulfillment clients and prospects.”

The Company also reported that John F. Meneough has stepped down from his position as President and Chief Executive Officer of Palm Coast Data LLC, a position he has held since 2002, but is expected to remain with the Company in an advisory capacity until the end of its fiscal year next April 30.  “John has been a very important part of our organization and was instrumental in the consolidation initiatives to increase customer value and our competitive position,” said Mr. Cloues.  “We thank John for his many accomplishments on behalf of Palm Coast Data and are grateful that he will be available to assist us in the future.”  Mr. Meneough commented:  “I am proud of what we achieved as part of the AMREP family of companies and want to thank the Palm Coast Data employees and clients for their support through the years.”  He added, “I will be working with Ted, Mike and the Media Services team to ensure a smooth and seamless transition of leadership in our important Palm Coast Data operations.”

……………………………………………………..

AMREP Corporation’s AMREP Southwest Inc. subsidiary is a major landholder and leading developer of real estate in New Mexico, and its Media Services operations, conducted by its Kable Media Services, Inc. and Palm Coast Data LLC subsidiaries, distribute magazines to wholesalers and provide subscription and product fulfillment and related services to publishers and others.

This press release contains statements that are forward-looking within the meaning of the federal securities laws.  These statements are subject to numerous risks and uncertainties that could cause results to differ materially from those anticipated.  Factors that could cause actual results to differ from those anticipated include, but are not limited to, the failure of the new management team to perform as anticipated and the failure to consummate the Company’s strategic objectives.  Further information about these and other relevant risks and uncertainties may be found in the Company's Form 10-K and its other filings with the Securities and Exchange Commission, all of which are available from the Commission, as well as from other sources.  Recipients of this press release are cautioned to consider these risks and uncertainties and to not place undue reliance on the forward-looking statements contained therein.  AMREP Corporation disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.