-----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, H75EGKjlLPbP7ecJM/Z19jOfY7EMribc072727d+goqp7QGIo1zJKl4ZKScqtymw U13O2nnp+cttycR5tlMoYQ== 0000918905-96-000011.txt : 19961213 0000918905-96-000011.hdr.sgml : 19961213 ACCESSION NUMBER: 0000918905-96-000011 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961212 EFFECTIVENESS DATE: 19961212 SROS: NYSE 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: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-17695 FILM NUMBER: 96679538 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 S-8 1 Registration No. - ----------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AMREP CORPORATION ------------------------------------------------------ (Exact name of Registrant as specified in its charter) OKLAHOMA -------------------------------------------------------------- (State or other jurisdiction of incorporation or organization) 59-0936128 ------------------------------------ (I.R.S. Employer Identification No.) 641 LEXINGTON AVENUE, NEW YORK, NEW YORK 10022 (212) 705-4700 ------------------------------------------------------------- (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) AMREP CORPORATION 1992 NON-EMPLOYEE DIRECTORS OPTION PLAN ------------------------------------------------------- (Full title of the plan) VALERIE ASCIUTTO VICE PRESIDENT AND GENERAL COUNSEL AMREP CORPORATION 641 LEXINGTON AVENUE, NEW YORK, NEW YORK 10022 (212) 705-4700 --------------------------------------------------------- (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Edward B. Winslow, Esq. Jacobs Persinger & Parker 77 Water Street, New York, New York 10005 (212) 344-1866 Calculation of Registration Fee - ------------------------------------------------------------------ Proposed Title of each maximum class of Amount Proposed maximum aggregate Amount of securities to to be offering price offering registration be registered registered(1) per share(2) price(2) fee - --------------------------------------------------------------------- Common Stock, $.10 par value 35,000 $4.50 $157,500.00 $47.73 - --------------------------------------------------------------------- (1) This Registration Statement also covers such additional shares of Common Stock as may be issuable under the AMREP Corporation 1992 Non-Employee Directors Option Plan as a result of the anti-dilution provisions thereof. (2) Based upon the average of the high and low prices for the shares of Common Stock as reported on the New York Stock Exchange Composite Tape for December 11, 1996. See Rule 457(h). Estimated solely for the purpose of calculating the registration fee. - --------------------------------------------------------------------- AMREP Corporation This Registration Statement is registering 35,000 additional shares of Common Stock, par value $.10 per share, for issuance pursuant to the Registrant's 1992 Non-Employee Directors Option Plan, as amended. The contents of Registration Statement No. 33-67114 on Form S-8 are incorporated herein by reference. Item 8. Exhibits The following are filed as exhibits to this Registration Statement: 5 Opinion of Jacobs Persinger & Parker as to legality of the shares 23(a) Consent of Jacobs Persinger & Parker 23(b) Consent of Arthur Andersen LLP, Independent Public Accountants 24 Power of Attorney - See Signature Page SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant, AMREP Corporation, certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in New York, New York, on the 12th day of December, 1996. AMREP CORPORATION By: /s/ Mohan Vachani ------------------------------ Mohan Vachani Senior Vice President POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Mohan Vachani and Valerie Ascuitto, and each of them acting singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments, including any post-effective amendments, to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated: /s/ Mohan Vachani /s/ Peter M. Pizza - ----------------------------- ------------------------------ Mohan Vachani Peter M. Pizza Senior Vice President - Chief Controller Financial Officer and Director (Principal Accounting Officer) (Principal Financial Officer)* Dated: December 12, 1996 Dated: December 12, 1996 * Also acting as Principal Executive Officer in the absence of a Chief Executive Officer solely for the purpose of signing this Registration Statement. /s/ Jerome Belson /s/ Nicholas G. Karabots - ----------------------------- ------------------------------ Jerome Belson Nicholas G. Karabots Director Director Dated: December 12, 1996 Dated: December 12, 1996 /s/ Edward B. Cloues, II /s/ Albert Russo - ----------------------------- ----------------------------- Edward B. Cloues, II Albert Russo Director Director Dated: December 12, 1996 Dated: December 12, 1996 /s/ David N. Dinkins /s/ Samuel N. Seidman - ----------------------------- ------------------------------ David N. Dinkins Samuel N. Seidman Director Director Dated: December 12, 1996 Dated: December 12, 1996 /s/ Harvey I. Freeman /s/ James Wall - ----------------------------- ------------------------------ Harvey I. Freeman James Wall Director Director Dated: December 12, 1996 Dated: December 12, 1996 /s/ Daniel Friedman - ----------------------------- Daniel Friedman Director Dated: December 12, 1996 Index to Exhibits Exhibit No. Description 5 Opinion of Jacobs Persinger & Parker as to legality of the shares 23(a) Consent of Jacobs Persinger & Parker - See Exhibit 5 23(b) Consent of Arthur Andersen LLP, Independent Public Accountants 24 Power of Attorney - See Signature Page Exhibit 5 December 12, 1996 AMREP Corporation 641 Lexington Avenue New York, New York 10022 Re: Registration Statement on Form S-8 Dear Sirs: We refer to the Registration Statement on Form S-8 of AMREP Corporation (the "Company") with respect to 35,000 shares (the "Shares") of Common Stock, par value $.10 per share, of the Company issuable upon exercise of options which have been, or may be, granted to non-employee directors of the Company under the Company's 1992 Non-Employee Directors Option Plan (the "Plan"). In connection with the foregoing, we, as counsel for the Company, have examined the Certificate of Incorporation, By-Laws, minute books and other instruments, books and records of the Company and such matters of law as we have deemed necessary and appropriate to enable us to give the opinion hereinafter expressed. Based upon the foregoing, we are of the opinion that the Shares, when issued in accordance with the options duly granted under the Plan, will be validly issued, fully paid and non-assessable. We consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the Rules or Regulations of the Securities and Exchange Commission thereunder. Very truly yours, /s/ Jacobs Persinger & Parker Exhibit 23(b) CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS The Board of Directors of AMREP Corporation As independent public accountants, we hereby consent to the incorporation by reference in this registration statement on Form S-8 of our report dated June 28, 1996, of the consolidated financial statements of AMREP Corporation included in the Annual Report on Form 10-K of AMREP Corporation for the year ended April 30, 1996, and to all references to our Firm included in this registration statement. /s/ Arthur Andersen LLP New York, New York December 11, 1996 -----END PRIVACY-ENHANCED MESSAGE-----