0000006207-95-000009.txt : 19950828
0000006207-95-000009.hdr.sgml : 19950828
ACCESSION NUMBER: 0000006207-95-000009
CONFORMED SUBMISSION TYPE: 10-K/A
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 19950430
FILED AS OF DATE: 19950825
SROS: CSX
SROS: NYSE
SROS: PSE
FILER:
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: 10-K/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-04702
FILM NUMBER: 95567050
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-K/A
1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A-1
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended April 30, 1995 Commission File Number 1-4702
----------------- --------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
------------------ -----------
AMREP CORPORATION
------------------------------------------------------------
(Exact name of registrant as specified in its Charter)
Oklahoma 59-0936128
------------------------------------ ------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
641 Lexington Ave
New York, New York 10022
------------------------------ ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 212-705-4700
--------------
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class on Which Registered
------------------- -------------------
Common Stock $.10 par value New York Stock Exchange
Pacific Stock Exchange
Chicago Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
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 been subject to such filing
requirements for the past 90 days. Yes X No
-------- -------
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ X ]
Aggregate market value of voting stock held by non-affiliates of Registrant,
computed by reference to the last sales price of such Common Stock on July 21,
1995, on the New York Stock Exchange Composite Tape: $29,481,660.
Number of shares of Common Stock, par value $.10 per share, outstanding at July
21, 1995 - 7,395,677.
PART III
Item 10. Directors and Executive Officers of the Registrant.
-------- --------------------------------------------------
The Board of Directors of the Registrant is a classified board divided into
three classes - Class I consisting of four directors, Class II consisting of
three directors and Class III consisting of four directors. Each class of
directors serves for a term of three years, and until their successors are
elected and qualified. The following table sets forth information regarding the
directors of Registrant.
Year First
Elected As Principal Occupation
Name Age A Director For Past Five Years
------- ----- ---------- -------------------------
Directors to serve until the l995 Annual Meeting (Class II)
Joseph Cohen 73 1977 Management Consultant.
Daniel Friedman 60 1972 Chairman of the Board of
Kable News Company, Inc., a
wholly-owned subsidiary of the
Registrant; Senior Vice
President of the Registrant.
Samuel N. Seidman 61 1977 President of Seidman & Co.,
Inc., Economic Consultants
and Investment Bankers.
Directors continuing in office until the 1996 Annual Meeting (Class III)
Jerome Belson 69 1967 Chairman of the Board and Chief
Executive Officer of Jerome
Belson Associates, Inc., a real
estate management company
operating in excess of 15,000
high rise multi-family residential
apartments in New York;
President of Associated Builders
and Owners of Greater New
York, Inc.; Chairman Emeritus of
Waterhouse Investor Services, Inc.
Year First
Elected As Principal Occupation
Name Age A Director For Past Five Years
------- ----- ---------- -------------------------
Anthony B. Gliedman 53 1991 Chairman of the Board,
President and Chief Executive
Officer of the Registrant since
July 1991; Executive Vice
President of the Registrant from
December 1990 to July 1991;
Executive Vice President of the
Trump Organization, real estate
development, from prior to 1990
to December 1990.
Nicholas G. Karabots 62 1993 Chairman of the Board and Chief
Executive Officer of Periodical
Graphics, Inc.; Kappa Publishing
Group, Inc.; Geopedior, Inc. as
well as other affiliated entities,
which companies are engaged
primarily in the fields of
printing, publishing and real
estate.
Mohan Vachani 53 1990 Senior Vice President - Chief
Financial Officer of the
Registrant, since June 1993;
Consultant to the Registrant,
from September 1992 to June
1993; Vice President-Chief
Financial Officer of Bedford
Properties, Inc., real estate
management and development,
from prior to 1990 to June 1993.
Year First
Elected As Principal Occupation
Name Age A Director For Past Five Years
------- ----- ---------- -------------------------
Directors continuing in office until the 1997 Annual Meeting (Class I)
Edward B. Cloues, II 47 1994 Partner in the law firm of
Morgan, Lewis & Bockius.
David N. Dinkins 68 1994 Professor, Columbia
University School of
International and Public
Affairs since January 1994;
Mayor of the City of New York
from January 1990 to
December 1993.
Harvey I. Freeman 57 1994 Attorney and Real Estate Con-
sultant since August 1991;
Executive Vice President of the
Trump Organization, real
estate development, from prior
to 1990 to July 1991.
James Wall 58 1991 President of AMREP
Southwest Inc. ("ASI") and of
AMREP Southeast, Inc.,
wholly owned subsidiaries of
the Registrant, since January
1991; Vice President of ASI
from prior to 1990 to January
1991; General Manager of
Southwest Operations, since
prior to 1990; Senior Vice
President of the Registrant,
since September 1991.
Each of the directors other than Mr. Friedman has served continuously since
the year in which he was first elected. Mr. Friedman served continuously from
1972 to January 1977, when he resigned. He was reelected as director in
September 1980 and has served continuously since.
Mr. Karabots was nominated for election as a director pursuant to the
agreement described below in Item 11 under the heading "Compensation Committee
Interlocks and Insider Participation".
Mr. Cloues' law firm represents Mr. Karabots and various corporations owned
by him. He was nominated in 1994 for election as a director at the
recommendation of Mr. Karabots.
The various directors hold other directorships of public companies as
follows:
Name Director of
------- -------------
Jerome Belson Waterhouse Investor Services, Inc.
Edward B. Cloues, II K-Tron International, Inc.
Samuel N. Seidman Production Systems Acquisition Corporation
Information concerning Registrant's executive officers is included in Part I
under the caption "Executive Officers of the Registrant".
Item 11. Executive Compensation.
-------- -----------------------
The Summary Compensation Table below sets forth individual compensation
information for each of the Registrant's last three fiscal years of its Chief
Executive Officer ("CEO") and the four other most highly paid executive officers
who were serving as such at the end of the Registrant's fiscal year ended April
30, 1995.
SUMMARY COMPENSATION TABLE
Long Term
Annual Compensation
Compensation Awards
------------------ --------------
Securities
Name and Underlying
Principal Options/ All Other
Position Year Salary($) Bonus($) SAR's(#) Compensation($)(1)(2)
---------- ---- --------- -------- -------- ---------------------
Anthony B. Gliedman 1995 $366,183 $15,000 10,000 $1,498
CEO, Chairman and 1994 332,300 -0- -0- 1,540
President 1993 289,800 -0- -0- 1,944
Daniel Friedman 1995 260,066 9,000 5,000 1,521
Senior Vice 1994 249,850 -0- -0- 1,540
President and CEO 1993 247,767(3) -0- -0- 2,259
of Kable News
Company, Inc.
Mohan Vachani 1995 240,583 8,000 5,000 1,904
Senior Vice 1994 214,625 -0- 15,000 -0-
President-Chief
Financial Officer(4)
James Wall 1995 218,675 9,000 5,000 1,519
Senior Vice 1994 202,625 -0- -0- 1,540
President and 1993 183,092 -0- -0- 1,473
President of AMREP
Southwest Inc. and
AMREP Southeast Inc.
Harvey W. Schultz 1995 188,150 6,000 4,000 1,516
Senior Vice 1994 178,208 -0- -0- 1,540
President and 1993 167,158 -0- -0- 281
President of AMREP
Solutions, Inc.(5)
(1) Includes amounts contributed by the Registrant to the Registrant's Savings
and Salary Deferral Plan.
(2) Other compensation in the form of personal benefits to the named persons has
been omitted because it does not exceed the lesser of $50,000 or 10% of the
total annual salary and bonus as to each.
(3) Includes $6,667 of retroactive salary increase.
(4) Mr. Vachani became Senior Vice President in June 1993.
(5) Mr. Schultz joined the Company in February 1992 as a Senior Vice President
and also as President of AMREP Solutions, Inc.
Option Tables
The following table sets forth, for the CEO and each of the executive
officers named in the Summary Compensation Table, information with respect to
grants of stock options made during the fiscal year ended April 30, 1995.
Option/SAR Grants in Last Fiscal Year
-------------------------------------
Potential Realizable
Value at Assumed
Annual Rates of
Stock Appreciation
Individual Grants For Option Term(2)
---------------------------------------- ---------------
% of Total
Options
Granted to Exercise or
Options Employees in Base Price Expiration
Name Granted# Fiscal Year ($/sh) Date 5%($) 10%($)
------- --------- ----------- -------- ------- ------- -------
Anthony B. Gliedman 10,000 10.75% $7.5625 5/13/97 $11,875 $25,075
Daniel Friedman 5,000 5.37% 7.5625 5/13/97 5,938 12,538
James Wall 5,000 5.37% 7.5625 5/13/97 5,938 12,538
Mohan Vachani 5,000 5.37% 7.5625 5/13/97 5,938 12,538
Harvey W. Schultz 4,000 4.30% 7.5625 5/13/97 4,750 10,030
-----------------------
(1) The options are exercisable as to 50% of the shares one year after
the date of grant and the remaining 50% two years after the date of
grant.
(2) The dollar amounts under these columns use the 5% and 10% rates of
appreciation prescribed by the Securities and Exchange Commission's
rules. They would result in per share prices at the expiration date
of the options of $8.75 and $10.07, respectively. The Registrant
makes no representations as to the future prices of its Common
Stock.
The following table sets forth option exercise activity in the last fiscal
year and the fiscal year end option values with respect to the CEO and each of
the executive officers named in the Summary Compensation Table based on the
market price of the Common Stock of the Registrant at April 28, 1995.
Aggregated Option/SAR Exercises in the Fiscal
---------------------------------------------
Year Ended April 30, 1995 and April 30, 1995
--------------------------------------------
Option/SAR Values
-----------------
Shares
Acquired
Name On Exercise Value Realized
---- ----------- --------------
Anthony B. Gliedman 10,000 $19,775
Daniel Friedman 10,000 13,012
James Wall 8,000 11,762
Mohan Vachani -0- -0-
Harvey W. Schultz 10,000 25,800
Values of
Number of Unexercised
Unexercised In-the-money
Options at Options at
4/30/95 4/30/95
------------- ------------
Exercisable Unexercisable Exercisable Unexercisable
----------- ------------- ----------- -------------
Anthony B. Gliedman 55,000 5,000 $73,000 -0-
Daniel Friedman 7,500 2,500 7,300 -0-
James Wall 7,500 2,500 7,300 -0-
Mohan Vachani 17,500 2,500 -0- -0-
Harvey W. Schultz 2,000 2,000 -0- -0-
Each director of the Registrant except those directors who are employees and
Mr. Cohen (who is on retainer as a consultant to the Registrant) is paid a fee
of $22,500 per annum. The members of the Audit and Examining Committee (other
than Mr. Cohen) receive $750 for each committee meeting attended. The members
of the Human Resources Committee other than Mr. Cohen receive $500 for each
committee meeting attended. In addition, under the Non-Employee Directors
Option Plan, each non-employee director receives on the first business day
following the Registrant's Annual Meeting of Shareholders an option covering 500
shares of Common Stock of the Registrant. The price per share payable upon
exercise of such option is either (i) the mean between the highest and lowest
reported sale price of the Common Stock on the date of grant on the New York
Stock Exchange, or (ii) the price of the last sale of Common Stock on that date
as quoted on the New York Stock Exchange, whichever is higher. For the options
granted on September 26, 1994 the exercise price is $7.50. Each option becomes
exercisable as to all or any portion of the shares covered thereby one year
after the date of grant and expires five years after the date of grant.
Employment Contracts with Executives
The Registrant has employment agreements with Messrs. Gliedman, Friedman,
Wall, Vachani and Schultz. The employment term of the agreement with Mr.
Gliedman originally was for the three years ending September 30, 1996, but the
term is automatically extended each year for one year unless prior to a
September 30th which is two years prior to the then end of the term either Mr.
Gliedman or the Registrant elects to have the term not so extended. Neither Mr.
Gliedman nor the Registrant yet has so elected and the term now ends September
30, 1997. The employment term of all the other agreements as amended, ends
September 30, 1996.
The compensation provided by Mr. Gliedman's agreement is an annual salary
which currently is $370,600 with a cost-of-living increase on each October 1st,
plus a bonus in an amount equal to 25% of the bonus pool ("Bonus Pool") created
by the Registrant's Bonus Plan for Executives and Key Employees but not
exceeding his salary for the applicable year. The compensation provided by the
agreements with Messrs. Friedman, Wall, Vachani and Schultz is an annual salary
in the following amounts, and each will receive a cost of living increase on
October 1, 1995:
Daniel Friedman $242,900
James Wall 221,300
Mohan Vachani 243,500
Harvey W. Schultz 190,400
Mr. Friedman was paid in fiscal 1995 an additional $20,000 to compensate him for
the reduction in the pension which will be payable to him under the Registrant's
retirement plan resulting from a change in the tax law, and the Registrant
currently is paying him such additional amount.
Each of Messrs. Friedman, Wall, Vachani and Schultz will receive such
percentage of the Bonus Pool as the CEO determines but the bonus amount to the
executive may not exceed his earnings for the applicable year.
The Bonus Pool for a fiscal year is 15% of the Bonus Pool Earnings (if any)
for that year. The Bonus Pool Earnings for a fiscal year is determined by (A)
deducting from the Registrant's after-tax income for the year the following:
(a) an inflation adjustment consisting of (x) the shareholders' equity
at the beginning of the year times (y) the percentage increase in
the cost of living during the year, and
(b) a return on equity, consisting of 5.1% of the shareholders' equity
at the beginning of the year,
and (B) dividing the resultant amount by the reciprocal of the effective income
tax rate applicable to the Registrant for such year.*
In the event there is a "Change in Control" of the Registrant, each of the
five executives will have the option to have an amount equal to the bonus paid
or payable to him for the fiscal year immediately preceding the date of exercise
of such option frozen into his salary and, if such option is exercised, will
also have the option to terminate his employment and become a consultant to the
Registrant until the end of his employment term. As a consultant, the executive
will be paid 57-1/2% of his salary at the time of termination of the employment
period (plus a cost of living adjustment). There will be a "Change in Control"
of the Registrant if, among other things, 20% or more of the Registrant's Common
Stock is acquired by a person or a group and such person or group, by its filing
on Schedule 13D under the Securities Exchange Act of 1934 or otherwise,
indicates the intention of seeking or exercising control of the Registrant or
reserves the right to do so.
The employment agreements with Messrs. Gliedman, Wall and Friedman provide
that during the employment term each shall be included in the management slate
for election as a director and shall be elected to the respective offices
presently held by him. The employment agreements with Messrs. Vachani and
Schultz provide that each shall be elected to the offices presently held by him.
Each of the employment agreements provide for certain continuing payments in
the event of the death or disability of the executive.
--------------------------
* For example, if the amount determined by (A) for a year were $620,000
and the effective tax rate for the year were 38%, the Bonus Pool Earnings
for that year would be $620,000 divided by 0.62, or $1,000,000.
Retirement Benefits
The following table sets out estimated annual retirement benefits payable under
the life annuity form of pension to a person retiring at age 65, for specified
earnings and years of service, estimated as of January 1, 1995. The table does
not reflect use of the maximum earning currently permitted to be taken into
account under applicable law ($150,000).
Pension Plan Table
Average
Annual Pay (a) Years of Credited Service
-------------- -----------------------------------------------------------
15 Years 20 Years 25 Years 30 Years 35 Years
-------- -------- -------- -------- --------
$100,000 $19,583 $26,111 $32,639 $39,167 $45,694
125,000 25,208 33,611 42,014 50,417 58,819
150,000 30,833 41,111 51,389 61,667 71,944
175,000 36,458 48,611 60,764 72,917 85,069
200,000 42,083 56,111 70,139 84,167 98,194
225,000 47,708 63,611 79,514 95,417 111,319
(a) The highest average annual earnings in any period of 60 consecutive
months.
Mr. Gliedman has four years of credited service, Mr. Friedman has twenty-four
years of credited service, Mr. Wall has twenty-four years of credited service,
Mr. Schultz has two years of credited service, and Mr. Vachani has one year of
credited service. Assuming (i) these individuals continue to be employed until
age 65, (ii) their annual salaries continue to be at least at current levels,
(iii) annual increases of 5% in the maximum earnings of $150,000 currently
permitted to be taken into account under applicable law and in the Social
Security taxable wage base which is taken into account in calculating retirement
benefits under the Company's pension plan, and (iv) the individuals elect life
annuity form of pension, their annual retirement benefits would be as set forth
below:
Estimated
Benefit
------------
Anthony B. Gliedman $48,600
Daniel Friedman $79,200*
Mohan Vachani $40,600
James Wall $73,800
Harvey W. Schultz $37,000
----------------------
* Mr. Friedman's estimated benefit includes amounts "grandfathered" under the
law.
Compensation Committee Interlocks and Insider Participation
The Human Resources Committee ("HRC"), consisting entirely of non-employee
directors, is the Registrant's Compensation Committee. Its current members are
Messrs. Karabots, Belson, Cohen, Cloues and Dinkins, but until September 23,
1994 Mr. Seidman and former directors Mitchell Roberts and S. Fred Singer were
members together with Messrs, Belson, Cohen and Karabots. The HRC's
recommendations regarding executive compensation other than stock option grants
must be approved by the entire Board of Directors. The Stock Option Committee,
also consisting of non-employee directors, has sole authority to award options.
Its current members are Messrs. Seidman, Cloues, Dinkins and Freeman.
Joseph Cohen is an independent management consultant. He is retained by the
Registrant as a management consultant under a year- to-year oral agreement and
was paid $132,770 as consulting fees in the fiscal year ended April 30, 1995.
During the year, he consulted in connection with the Registrant's marketing
programs, performed system analyses for the Registrant's construction and
development operations, and consulted with Kable News Company, Inc. in
connection with various systems and operations.
On August 4, 1993, pursuant to an agreement with Nicholas G. Karabots and
two corporations he then owned, the Registrant acquired for its Kable News
Company subsidiary ("Kable") various rights to distribute magazines, and in
payment issued a total of 575,593 shares of the Registrant's common stock. The
distribution rights cover various magazines published by unaffiliated publishers
as well as magazines published by publishers controlled by Mr. Karabots. In the
case of the publishers controlled by Mr. Karabots, the distribution arrangements
generally were for terms of the next seven years with provision for extension
for a further three years.
As distributor under the above distribution agreements, Kable purchases
magazines from publishing companies owned or controlled by Mr. Karabots, and
during the fiscal year ended April 30, 1995 paid such companies a total of
approximately $21,000,000 for magazines. Kable continues as distributor for
such companies.
As part of its agreement with Mr. Karabots, the Registrant proposed him for
election to the Board of Directors at the 1993 Annual Meeting and has agreed,
subject to certain exceptions, that so long as he owns at least one-half of the
common stock issued in the transaction the Registrant will propose him for
election at each shareholders meeting for the election of directors until July
2003, unless he is already in a Class of the Board whose term continues beyond
such meeting.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
-------- ---------------------------------------------------------------
Set forth below is information concerning the ownership as of July 28, 1995
of the Common Stock of the Registrant by the persons who, to the knowledge of
the Board of Directors, own beneficially more than 5% of the outstanding shares:
Name and Address of Amount Owned % of
Beneficial Owner Beneficially (1) Class
------------------------ ------------------- ------
Nicholas G. Karabots 2,723,093(2) 36.8%
P.O. Box 73C
Fort Washington, PA 19034
Dimensional Fund Advisors Inc.(3) 537,222 7.3%
1299 Ocean Avenue
11th Floor
Santa Monica, CA 90401
Albert Russo(4) 679,070 9.2%
Lena Russo
Clifton Russo
Lawrence Russo
c/o American Simlex Company
401 Broadway
Suite 1712
New York, New York 10013
-----------------------
(1) Except as set forth in Footnotes 3 and 4, the beneficial owners have
sole voting and investment power over the shares owned.
(2) Includes 1,000 shares which Mr. Karabots has the right to acquire
pursuant to currently exercisable options.
(3) Dimensional Fund Advisors Inc. ("Dimensional"), a registered
investment advisor, is deemed to have beneficial ownership of
537,222 shares of Common Stock of the Registrant all of which shares
are held in portfolios of DFA Investment Dimensions Group Inc., a
registered open-end investment company, or in series of the DFA
Investment Trust Company, a Delaware business trust, or the DFA
Group Trust and the DFA Participation Group Trust, investment
vehicles for qualified employee benefit plans, all of which
Dimensional serves as investment manager. Dimensional disclaims
beneficial ownership of all such shares.
(4) In a Schedule 13D under the Securities Exchange Act of 1934 filed
jointly by Albert Russo, Lena Russo, Clifton Russo and Lawrence
Russo, the filing persons reported that they share voting power as to
679,070 shares representing 9.2% of the outstanding Common Stock
of Registrant and that Albert Russo, Lena Russo, Clifton Russo and
Lawrence Russo have sole dispositive power as to 327,891, 58,740,
153,967 and 138,472 shares respectively of the Common Stock
representing 4.4%, 0.8%, 2.1%, and 1.9% of the outstanding Common
Stock.
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth, as of July 28, 1995, certain information
regarding the beneficial ownership, or the right to acquire beneficial
ownership, of the Common Stock of the Registrant of each director, each nominee
for election as a director, each executive officer named in the Summary
Compensation Table and all directors and executive officers of the Registrant as
a group. Unless otherwise indicated, such person has sole voting and
dispositive power with respect to the shares beneficially owned:
Amount and Nature of Percent of
Name of Beneficial Owner Beneficial Ownership Class
------------------------ -------------------- ----------
Jerome Belson 44,500(1) *
Edward B. Cloues, II 2,500(2) *
Joseph Cohen 1,500(1) *
David N. Dinkins 500(2) *
Harvey I. Freeman 4,500(2)(3) *
Daniel Friedman 46,424(4)(5) *
Anthony B. Gliedman 85,000(6) 1.1%
Nicholas G. Karabots 2,723,093(7) 36.8%
Samuel N. Seidman 9,690(1) *
Mohan Vachani 18,000(8) *
James Wall 19,007(9(10) *
Harvey W. Schultz 2,000(11) *
Directors and
Executive Officers
as a Group
(13 persons) 2,968,714 39.6%
----------------------------------
* Indicates less than 1%
(1) Includes 1,500 shares which the individual has the right to acquire
pursuant to currently exercisable options.
(2) Includes 500 shares which the individual has the right to acquire
pursuant to currently exercisable options.
(3) Jointly owned with Mr. Freeman's wife.
(4) Includes 314 shares of Common Stock held in the Registrant's Savings and
Salary Deferral Plan allocated to the account of Mr. Friedman.
(5) Includes 7,500 shares which Mr. Friedman has the right to acquire
pursuant to currently exercisable options.
(6) Includes 55,000 shares Mr. Gliedman has the right to acquire pursuant to
currently exercisable options.
(7) Includes 1,000 shares which Mr. Karabots has the right to acquire
pursuant to currently exercisable options.
(8) Includes 17,500 shares which Mr. Vachani has the right to acquire
pursuant to currently exercisable options.
(9) Includes 7,500 shares which Mr. Wall has the right to acquire pursuant to
currently exercisable options.
(10) Includes 287 shares of Common Stock held in the Registrant's Savings and
Salary Deferral Plan allocated to the account of Mr. Wall.
(11) Includes 2,000 shares which Mr. Schultz has the right to acquire pursuant
to currently exercisable options.
(12) Includes 12,000 shares which an executive other than those named have
the right to acquire pursuant to currently exercised options.
Item 13. Certain Relationships and Related Transactions.
-------- -----------------------------------------------
In September 1993, the Human Resources Committee ("HRC") recommended
that the Registrant from time to time loan to Mr. Gliedman up to $360,000 with
the proceeds to be used solely to purchase shares of the Registrant's common
stock, the loans to carry interest at the average rate paid by the Registrant,
10% of the loan to be repaid annually and the unpaid balance of each advance to
be repaid on the fifth anniversary of the borrowing. The HRC made the
recommendation because it believed it would be in the Registrant's best interest
for Mr. Gliedman to have a meaningful equity interest in the Registrant. The
Board approved such loan and in December 1993 Mr. Gliedman borrowed $150,500
from the Registrant and applied the proceeds to the purchase of 20,000 shares of
the Registrant's common stock from the Registrant at a price of $7.625 per
share, the then market price and in December 1994 Mr. Gliedman borrowed $39,625
from the Registrant and applied the proceeds to purchase 10,000 shares of Common
Stock from the Registrant at a price of $4.0625 per share upon exercise of an
option granted to him in December 1991. At August 22, 1995, Mr. Gleidman was
indebted to Registrant in the amount of $175,075, while the largest amount of
his indebtedness outstanding since May 1, 1994 was $190,125.
See "Compensation Committee Interlocks and Insider Participation" in
Item 11 for information concerning Mr. Karabots and Mr. Cohen.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Registrant has duly caused this amendment to the Report to
be signed on its behalf by the undersigned, thereunto duly authorized.
AMREP CORPORATION
(Registrant)
Dated: August 25, 1995 By /s/ Mohan Vachani
------------------
Mohan Vachani
Senior Vice President