-----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, FMrpmHuY7MfRzdaFo8LLanBBF0OazinDvcIZ+Rj3wLLaF6rlX6Hksao1KW2OxGKe WKbsGxOxX1F1lOIommHUNQ== 0001021408-02-000085.txt : 20020413 0001021408-02-000085.hdr.sgml : 20020413 ACCESSION NUMBER: 0001021408-02-000085 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20020104 GROUP MEMBERS: GLENDI PUBLICATIONS, INC. GROUP MEMBERS: KAPPA MEDIA GROUP, INC. FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KARABOTS NICK G CENTRAL INDEX KEY: 0000918213 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 590936128 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: P O BOX 736 CITY: FORT WASHINGTON STATE: PA ZIP: 19034 BUSINESS PHONE: 2156435800 FORMER COMPANY: FORMER CONFORMED NAME: NICK G KARABOTS DATE OF NAME CHANGE: 19940127 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMREP CORP CENTRAL INDEX KEY: 0000006207 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] IRS NUMBER: 590936128 STATE OF INCORPORATION: OK FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-12681 FILM NUMBER: 2502450 BUSINESS ADDRESS: STREET 1: 641 LEXINGTON AVENUE STREET 2: 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2127054700 MAIL ADDRESS: STREET 1: 641 LEXINGTON AVE STREET 2: 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN REALTY & PETROLEUM CORP DATE OF NAME CHANGE: 19671019 SC 13D/A 1 dsc13da.txt AMENDMENT NO. 14 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) Under the Securities Exchange Act of 1934 (the "Act") (Amendment No. 14) AMREP Corporation ----------------- (Name of Issuer) Common Stock, $.10 par value ---------------------------- (Title of Class of Securities) 032159105 ---------- (CUSIP Number) Nicholas G. Karabots P.O. Box 736 Fort Washington, PA 19034 (215) 643-5800 With a copy to: F. Douglas Raymond Drinker Biddle & Reath LLP One Logan Square 18th and Cherry Streets Philadelphia, PA 19103 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 17, 2001 ----------------- (Date of Event Which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. Seess.240.13d-7 for other parties to whom copies are to be sent. CUSIP No. 032159105 - -------------------------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Nicholas G. Karabots - -------------------------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] - -------------------------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------------------------- 4. Source of Funds PF - -------------------------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------------------------- 6. Citizenship or Place of Organization U.S.A. - -------------------------------------------------------------------------------------------------- Number of 7. Sole Voting Power 3,375,333 Shares -------------------------------------------------------------------------- Beneficially 8. Shared Voting Power 0 Owned by -------------------------------------------------------------------------- Each 9. Sole Dispositive Power 3,375,333 Reporting -------------------------------------------------------------------------- Person With 10. Shared Dispositive Power 0 - -------------------------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 3,375,333 - -------------------------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] - -------------------------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 51.4% - -------------------------------------------------------------------------------------------------- 14. Type of Reporting Person IN - --------------------------------------------------------------------------------------------------
CUSIP No. 032159105 - -------------------------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Glendi Publications, Inc. 59-2235938 - -------------------------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] - -------------------------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------------------------- 4. Source of Funds Not Applicable - -------------------------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------------------------- 6. Citizenship or Place of Organization Delaware - -------------------------------------------------------------------------------------------------- Number of Shares 7. Sole Voting Power 1,471,180 Beneficially -------------------------------------------------------------------------- Owned by 8. Shared Voting Power 0 Each -------------------------------------------------------------------------- Reporting 9. Sole Dispositive Power 1,471,180 Person With -------------------------------------------------------------------------- 10. Shared Dispositive Power 0 - -------------------------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,471,180 - -------------------------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] - -------------------------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 22.4% - -------------------------------------------------------------------------------------------------- 14. Type of Reporting Person CO - --------------------------------------------------------------------------------------------------
CUSIP No. 032159105 - -------------------------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Kappa Media Group, Inc. 23-3047713 - -------------------------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] - -------------------------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------------------------- 4. Source of Funds Not Applicable - -------------------------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------------------------- 6. Citizenship or Place of Organization Pennsylvania - -------------------------------------------------------------------------------------------------- Number of Shares 7. Sole Voting Power 410,000 Beneficially -------------------------------------------------------------------------- Owned by 8. Shared Voting Power 0 Each -------------------------------------------------------------------------- Reporting 9. Sole Dispositive Power 410,000 Person With -------------------------------------------------------------------------- 10. Shared Dispositive Power 0 - -------------------------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 410,000 - -------------------------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] - -------------------------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 6.2% - -------------------------------------------------------------------------------------------------- 14. Type of Reporting Person CO - --------------------------------------------------------------------------------------------------
This Amendment No. 14 to Schedule 13D ("Amendment No. 14") amends and supplements the prior statement on Schedule 13D (the "Statement") as filed by Nicholas G. Karabots on Amendment No. 13 to Schedule 13D filed on November 30, 2001, Amendment No. 12 to Schedule 13D filed on October 24, 2001, Amendment No. 11 to Schedule 13D filed on June 6, 2000, Amendment No. 10 to Schedule 13D filed on July 31, 1996, Amendment No. 9 to Schedule 13D filed on September 25, 1995, Amendment No. 8 to Schedule 13D filed on January 12, 1995, Amendment No. 7 to Schedule 13D filed on January 5, 1995, Amendment No. 6 to Schedule 13D filed on September 15, 1994, Amendment No. 5 to Schedule 13D filed on June 2, 1994, Amendment No. 4 to Schedule 13D filed on March 1, 1994, and Amendment No. 3 to Schedule 13D filed on January 31, 1994. Amendment No. 3 to Schedule 13D amended and restated the entire text of the Statement on Schedule 13D filed on August 4, 1993, as amended by Amendment No. 1 filed on December 22, 1993 and Amendment No. 2 filed on January 21, 1994, all of which relate to the Common Stock (the "Common Stock"), $.10 par value, of AMREP Corporation, an Oklahoma corporation (the "Corporation"). In the event that any disclosure contained in this Amendment No. 14 is inconsistent with the disclosures contained in the Statement, the disclosures contained herein shall supersede such inconsistent disclosures from the date of this Amendment No. 14. Item 3. Source and Amounts of Funds or Other Consideration. Item 3 of the Statement is hereby amended by adding four new paragraphs following the last paragraph of Item 3 to read as follows: Mr. Karabots acquired beneficial ownership of an aggregate of 39,200 shares of Common Stock on December 6, 2001 pursuant to a Share Purchase Agreement (the "December 6th Agreement"), dated December 6, 2001, between Mr. Karabots on the one hand and John D. Morrissey ("Mr. Morrissey") on the other hand, for an aggregate purchase price of $254,800.00, or $6.50 per share. A copy of this agreement is attached hereto as Exhibit P and is incorporated herein by reference. Mr. Karabots purchased these shares using his personal funds. Mr. Karabots entered into a Share Purchase Agreement (the "December 13th Agreement"), on December 13, 2001, between Mr. Karabots on the one hand and Ruth Berliner ("Ms. Berliner") on the other hand for the purchase of 48,100 shares of Common Stock (the "Berliner Shares"). Mr. Karabots acquired the Berliner Shares, directly, on January 4, 2002 in accordance with the December 13th Agreement for an aggregate purchase price of $312,650.00, or $6.50 per share, using his personal funds. A copy of this agreement is attached hereto as Exhibit Q and is incorporated herein by reference. Mr. Karabots acquired beneficial ownership of an aggregate of 41,300 shares of Common Stock on December 17, 2001 pursuant to two Share Purchase Agreements (the "Agreements"), both dated December 17, 2001, between Mr. Karabots on the one hand and Doris A. Morrissey and Mr. Morrissey (collectively, the "Sellers") on the other hand, for an aggregate purchase price of $268,450.00, or $6.50 per share. Copies of these agreements are attached hereto as Exhibits R and S and both are incorporated herein by reference. Mr. Karabots purchased these shares using his personal funds. Mr. Karabots transferred 322,100 shares of Commom Stock as a bona fide gift to The Karabots Foundation, a private non-profit corporation of which Mr. Karabots is the foundation Manager and one of two directors (the "Foundation"), on December 31, 2001. Item 4. Purpose of the Transaction. Item 4 of the Statement is hereby amended by replacing the second sentence of the first paragraph in its entirety with the following: Mr. Karabots now beneficially owns approximately 51.4% of the outstanding Common Stock through direct and indirect holdings. Item 5. Interest in Securities of the Company. Item 5 of the Statement is hereby amended by deleting paragraphs (a) and (b) thereof and substituting therefor the following: (a) Mr. Karabots beneficially owns all of the 3,375,333 shares of the Common Stock reported on this Statement, which shares represent approximately 51.4% of the outstanding shares of the Common Stock./1/ Mr. Karabots beneficially owns 1,172,053 of such shares of the Common Stock directly, 1,471,180 of such shares indirectly through Glendi, 410,000 of such shares indirectly through Kappa, and the remaining 322,100 of such shares indirectly through the Foundation. In addition, 2,500 of the shares of Common Stock of the Company beneficially owned by Mr. Karabots represent options to purchase Common Stock which are currently exercisable, and 48,100 shares are held beneficially by Mr. Karabots, in the meaning of Rule 13d-3(d)(1). (b) Mr. Karabots has sole voting and sole dispositive power as to all of the 3,375,333 shares of the Common Stock reported on this Statement, other than the Berliner Shares, over which Ruth Berliner will continue to have sole voting power until such shares are sold. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Company. Item 6 of the Statement is hereby amended by adding a new eighth, ninth, tenth and eleventh paragraph by inserting the following four paragraphs immediately after the seventh paragraph and before the last paragraph: On December 6, 2001, Mr. Karabots purchased an aggregate of 39,200 shares of the Common Stock for an aggregate purchase price of $254,800.00 or $6.50 per share pursuant to the December 6th Agreement with Mr. Morrissey. A copy of this agreement is attached hereto as Exhibit P and is incorporated herein by reference. On December 13, 2001, Mr. Karabots and Ms. Berliner entered into the December 13th Agreement, which provided for the purchase of the Berliner Shares for an aggregate purchase price of $312,650 or $6.50 per share. Mr. Karabots purchased the Berliner Shares directly on January 4, 2002. A copy of this agreement is attached hereto as Exhibit Q and is incorporated herein by reference. On December 17, 2001, Mr. Karabots purchased an aggregate of 41,300 shares of the Common - -------- 1 The percentage of outstanding shares of Common Stock was calculated with reference to the number of shares outstanding as of December 10, 2001, reported in the Corporation's Quarterly Report on Form 10-Q for the quarterly period ending October 31, 2001, stated therein as amounting to 6,573,586. Stock for an aggregate purchase price of $268,450.00, or $6.50 per share pursuant to the Agreements with each Seller. Copies of these agreements are attached hereto as Exhibit R and S and both are incorporated herein by reference. On December 31, 2001, Mr. Karabots transferred 322,100 shares of Common Stock as a bona fide gift to the Foundation. Item 7. Material Filed as Exhibits. Item 7 of the Statement is hereby amended by adding five new paragraphs following the last paragraph of Item 7 as follows: P. Share Purchase Agreement, dated December 6, 2001, by and between Nicholas G. Karabots and John D. Morrissey. Q. Share Purchase Agreement, date December 13, 2001, by and between Nicholas G. Karabots and Ruth Berliner. R. Share Purchase Agreement, dated December 17, 2001, by and between Nicholas G. Karabots and John D. Morrissey. S. Share Purchase Agreement, dated December 17, 2001, by and between Nicholas G. Karabots and Doris A. Morrissey. T. Joint Filing Agreement, dated January 4, 2002, by and between Nicholas G. Karabots, Glendi Publications, Inc., and Kappa Media Group, Inc. SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: January 4, 2002 /s/ Nicholas G. Karabots ---------------------------- Nicholas G. Karabots After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. GLENDI PUBLICATIONS, INC. Date: January 4, 2002 /s/ Nicholas G. Karabots ---------------------------- Nicholas G. Karabots, Chairman After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. KAPPA MEDIA GROUP, INC. Date: January 4, 2002 /s/ Nicholas G. Karabots ----------------------------- Nicholas G. Karabots, Chairman EX-99.P 3 dex99p.txt SHARE PURCHASE AGREEMENT (MORRISSEY 12/6) EXHIBIT P SHARE PURCHASE AGREEMENT This SHARE PURCHASE AGREEMENT (the "Agreement"), dated as of December 6, 2001, is made by and between John D. Morrissey ("Seller"), and Nicholas G. Karabots ("Purchaser"). BACKGROUND: ----------- Seller is the owner of Thirty Nine Thousand Two Hundred (39,200) shares of the Common Stock, $.10 par value, of AMREP Corporation, an Oklahoma corporation (the "Company"). Twenty Six Thousand Five Hundred (26,500) of the Shares are represented by certificate number NY 00018624 and Twelve Thousand Seven Hundred (12,700) of the Shares are represented by certificate number NY 00018626 (collectively, the "Shares"). Seller desires to sell the Shares. Purchaser is willing to purchase the Shares from Seller, and Seller is willing to sell the Shares to Purchaser, on the terms and conditions set forth in this Agreement. NOW THEREFORE, in consideration of the premises and mutual covenants, agreements, representations and warranties herein made, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, do hereby agree as follows: AGREEMENT --------- 1. Sale and Purchase of Shares: --------------------------- (a) Seller hereby sells, conveys, transfers and delivers to the Purchaser, and Purchaser hereby purchases from Seller, the Shares for an aggregate purchase price of $254,800 (the "Purchase Price"), representing $6.50 for each share, which Purchase Price shall be paid by check or wire transfer of immediately available funds. (b) Seller has, prior to or simultaneously with the execution and delivery of this Agreement, delivered to Purchaser certificates numbered NY 00018624 and NY 00018626, representing the Shares to be transferred to Purchaser hereby, with separate stock powers attached thereto and executed in blank (with all signatures medallion guaranteed by a financial institution that is a member of The Securities Transfer Association Medallion Program, New York Stock Exchange Medallion Program or Stock Exchange Medallion Program). (c) Purchaser hereby acknowledges the receipt of the Shares and Seller hereby acknowledges receipt of the Purchase Price. 2. Representations and Warranties: ------------------------------ (a) Seller hereby represents and warrants to Purchaser that: (i) Seller is the lawful owner, beneficially and of record, of the Shares, and has all necessary power and authority to cause the Shares to be sold to Purchaser. Seller is conveying good and valid title to the Shares, free and clear of any lien, claim, encumbrance or restriction of any kind. With the exception of 13,900 shares of the Company's Common Stock held in a certain IRA account, the Shares constitute all of the shares of capital stock or other securities of the Company owned, beneficially or of record, by Seller or any of Seller's affiliates. (ii) Seller has all necessary power and authority to execute, deliver and perform this Agreement and to carry out his obligations hereunder. Seller is not subject to or obligated under any contract provision or other agreement, or subject to any order, decree, law, rule or regulation, which would be violated by this Agreement or the sale of the Shares to Purchaser. No authorization, consent or approval of any third party is necessary for the consummation by Seller of the transactions contemplated hereby. (iii) All negotiations relating to this Agreement have been carried on by Seller directly without the intervention of any person, firm, corporation or entity who or which may be entitled to any brokerage fee or other commission in respect of the execution of this Agreement or the consummation of the transactions contemplated hereby, and Seller shall indemnify and hold Purchaser harmless against any and all claims, losses, liabilities or expenses which may be asserted against Purchaser as a result of any dealings, arrangements or agreements between Seller and any such person, firm, corporation or entity. (iv) Seller acknowledges that Purchaser is a director and stockholder of the Company. Seller has made his decision to enter into this Agreement after consideration and examination of facts and circumstances he gathered independently, acknowledges that he has not received any information regarding the Company from Purchaser and that he is in no way relying on any information received from Purchaser. Seller hereby irrevocably waives any right to claim that Purchaser should have disclosed to Seller any information regarding the Company or any plan or intention of Purchaser with respect thereto, and irrevocably releases Purchaser from any such claim. Seller further acknowledges that Purchaser may in the future purchase additional shares of the Company at a purchase price and under terms different than those contained herein. (v) Seller is experienced in securities matters and in the buying and selling of securities in public and private companies. -2- (b) Purchaser hereby represents and warrants to Seller the following: (i) Purchaser has all necessary power and authority to execute, deliver and perform this Agreement and to carry out his obligations hereunder. Purchaser is not subject to or obligated under any contract provision or other agreement, or subject to any order, decree, law, rule or regulation, which would be violated by this Agreement or the purchase of the Shares. No authorization, consent or approval of any third party is necessary for the consummation by Purchaser of the transactions contemplated hereby. (ii) Purchaser is acquiring the Shares solely for Purchaser's own account and not with a view to, or for resale in connection with, any distribution in violation of the Securities Act of 1933 (the "Securities Act") or applicable state securities laws. (iii) All negotiations relating to this Agreement have been carried on by Purchaser directly without the intervention of any person, firm, corporation or entity who or which may be entitled to any brokerage fee or other commission in respect of the execution of this Agreement or the consummation of the transactions contemplated hereby, and Purchaser shall indemnify and hold Seller harmless against any and all claims, losses, liabilities or expenses which may be asserted against Seller as a result of any dealings, arrangements or agreements between Purchaser and any such person, firm, corporation or entity. 3. Attorney-in-fact: Seller irrevocably constitutes and appoints Purchaser ---------------- the true and lawful agent and attorney-in-fact of Seller with respect to the Shares, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest) to (i) deliver certificates for the Shares, or transfer ownership of the Shares on the account books maintained by the Company's book-entry transfer facility, together, in any such case, with all accompanying evidence of transfer and authenticity, to himself or his designee (ii) present the Shares for transfer on the books of the Company, and (iii) receive all benefits and otherwise exercise all rights of beneficial ownership of the Shares, all in accordance with the terms contained herein. 4. Backup Withholding: Seller represents that he and the transactions ------------------ contemplated herein are not subject to backup withholding or any other withholding provisions of the Internal Revenue Code (the "Code"). Seller shall provide Purchaser with appropriate proof certifying, as required by the Code and Treasury Regulations, that he is not subject to any backup withholding. Seller further represents that his correct name, address, social security number or employer identification number and any other information required by the Code or IRS Treasury Regulations have been provided on the requisite forms. -3- 5. Knowing and Voluntary Waiver: Seller acknowledges that he has carefully ---------------------------- read and fully understands all of the provisions and effects of this Agreement; that Purchaser has advised Seller to consult with an attorney to review and discuss all aspects of this Agreement prior to its execution; that Seller is voluntarily entering into this Agreement; and that neither Purchaser, nor any agent or attorney of Purchaser, made any representations or promises concerning the terms or effects of this Agreement other than those made by Purchaser herein. In addition, Seller has initialed each page of this Agreement. 6. Further Assurances: Seller and Purchaser each shall, at any time and ------------------ from time to time after the execution and delivery of this Agreement, upon request of the other, do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered, such further acts, assignments, transfers, conveyances and assurances as may be reasonably necessary to further effectuate the terms of this agreement. 9. Expenses: Each party hereto shall pay his own expenses incidental to the -------- carrying out of the provisions of this Agreement and the consummation of the transactions contemplated hereby. Seller is solely responsible for any and all payments, commissions or fees owed to any broker in connection with the transactions contemplated hereby. 10. Successors and Assigns: All authority herein conferred or agreed to be ---------------------- conferred shall survive the death or incapacity of either party, and any obligation of either party hereto shall be binding upon the heirs, executors, administrators, personal representatives, trustees in bankruptcy, successors and assigns of such party. Purchaser may assign his rights under this Agreement to any corporation or other entity that is an affiliate of Purchaser (within the meaning of the federal securities laws). Except as otherwise provided in the preceding sentence, this Agreement may not be assigned by either party hereto without the prior written consent of the other party. 11. Severability: The invalidity or unenforceability of any particular ------------ provision, or part of any provision, of this Agreement shall not affect the other provisions or parts hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provisions or parts were omitted. 12. Integration: This Agreement constitutes the entire agreement between ----------- the parties hereto with respect to the purchase and sale of the Shares and supersedes all other prior agreements and understandings. 13. Counterparts: This Agreement may be executed in any number of ------------ counterparts and each of such counterparts shall for any purposes be deemed to be an original; and all such counterparts shall together constitute but one and the same document. 14. Governing Law: This Agreement shall be construed in accordance with and ------------- governed by the internal laws of the Commonwealth of Pennsylvania without regard to otherwise applicable principals of conflicts of laws. -4- 15. Specific Performance: Seller acknowledges that the Shares are unique -------------------- and otherwise not available and acknowledges that in addition to any other remedies, Purchaser may invoke any equitable remedies to enforce delivery of the Shares hereunder, including, without limitation, an action or suit for specific performance. [Signature Page Follows] -5- IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written above. SELLER By:/s/ John D. Morrissey --------------------------------------- John D. Morrissey Address: Social Security Number: PURCHASER By:/s/ Nicholas G. Karabots --------------------------------------- Nicholas G. Karabots [Signature Page to Share Purchase Agreement - John D. Morrissey] -6- EX-99.Q 4 dex99q.txt SHARE PURCHASE AGREEMENT (BERLINER) EXHIBIT Q SHARE PURCHASE AGREEMENT This SHARE PURCHASE AGREEMENT (the "Agreement"), dated as of December 13, 2001, is made by and between Ruth Berliner ("Seller"), and Nicholas G. Karabots ("Purchaser"). BACKGROUND: ----------- Seller is the owner of Forty Eight Thousand One Hundred (48,100) shares (the "Shares") of the Common Stock, $.10 par value, of AMREP Corporation, an Oklahoma corporation (the "Company"). The Shares are represented by the following four share certificates (collectively, the "Certificates"): (1) certificate number NY 16312, representing Twenty Four Thousand Two Hundred (24,200) of the Shares; (2) certificate number NY 11962, representing Eight Thousand Five Hundred Sixty Five (8,565) of the Shares; (3) certificate number NY 11978, representing Eight Thousand Nine Hundred Seventy Five (8,975) of the Shares; and (4) certificate number NY 12496, representing Six Thousand Three Hundred Sixty (6,360) of the Shares. Seller desires to sell the Shares. Purchaser is willing to purchase the Shares from Seller, and Seller is willing to sell the Shares to Purchaser, on the terms and conditions set forth in this Agreement. NOW THEREFORE, in consideration of the premises and mutual covenants, agreements, representations and warranties herein made, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, do hereby agree as follows: AGREEMENT --------- 1. Sale and Purchase of Shares: --------------------------- (a) At a closing to be held at the offices of Merrill Lynch & Company, 200 Park Avenue, Metropolitan Life Building, New York, NY, at 9:30 a.m., on January 4, 2002, or at such other place or on such other date or time as the parties hereto shall mutually agree (the "Closing Date") Seller shall sell, convey, transfer and deliver to Purchaser, and Purchaser shall purchase from Seller, the Shares for an aggregate purchase price of $ 312,650.00 (the "Purchase Price"), representing $6.50 for each share, payable in accordance with Section 1(b) hereof. (b) At the Closing, Seller shall deliver to Purchaser the Certificates, representing all of the Shares to be transferred to Purchaser hereby, duly endorsed in blank and with separate stock powers attached thereto and executed in blank (in each case, with all signatures medallion guaranteed by a financial institution that is a member of The Securities Transfer Association Medallion Program, New York Stock Exchange Medallion Program or Stock Exchange Medallion Program), and Purchaser shall pay the Purchase Price to Seller by check or wire transfer of immediately available funds. 2. Representations and Warranties: ------------------------------ (a) Seller hereby represents and warrants to Purchaser that: (i) Seller is the lawful owner, beneficially and of record, of the Shares, and has all necessary power and authority to cause the Shares to be sold to Purchaser. Seller is conveying good and valid title to the Shares, free and clear of any lien, claim, encumbrance or restriction of any kind. (ii) Seller has all necessary power and authority to execute, deliver and perform this Agreement and to carry out her obligations hereunder. Seller is not subject to or obligated under any contract provision or other agreement, or subject to any order, decree, law, rule or regulation, which would be violated by this Agreement or the sale of the Shares to Purchaser. No authorization, consent or approval of any third party is necessary for the consummation by Seller of the transactions contemplated hereby. (iii) All negotiations relating to this Agreement have been carried on by Seller directly without the intervention of any person, firm, corporation or entity who or which may be entitled to any brokerage fee or other commission in respect of the execution of this Agreement or the consummation of the transactions contemplated hereby, and Seller shall indemnify and hold Purchaser harmless against any and all claims, losses, liabilities or expenses which may be asserted against Purchaser as a result of any dealings, arrangements or agreements between Seller and any such person, firm, corporation or entity. (iv) Seller acknowledges that Purchaser is a director and stockholder of the Company. Seller has made her decision to enter into this Agreement after consideration and examination of facts and circumstances she gathered independently, acknowledges that she has not received any information regarding the Company from Purchaser and that she is in no way relying on any information received from Purchaser. Seller hereby irrevocably waives any right to claim that Purchaser should have disclosed to Seller any information regarding the Company or any plan or intention of Purchaser with respect thereto, and irrevocably releases Purchaser from any such claim. Seller further acknowledges that Purchaser may in the future purchase additional shares of the Company at a purchase price and under terms different than those contained herein. (v) Seller is experienced in securities matters and in the buying and selling of securities in public and private companies. (b) Purchaser hereby represents and warrants to Seller the following: (i) Purchaser has all necessary power and authority to execute, deliver and perform this Agreement and to carry out his obligations hereunder. Purchaser is not subject to or obligated under any contract provision or other agreement, or subject to any order, decree, 2 law, rule or regulation, which would be violated by this Agreement or the purchase of the Shares. No authorization, consent or approval of any third party is necessary for the consummation by Purchaser of the transactions contemplated hereby. (ii) Purchaser is acquiring the Shares solely for Purchaser's own account and not with a view to, or for resale in connection with, any distribution in violation of the Securities Act of 1933 (the "Securities Act") or applicable state securities laws. (iii) All negotiations relating to this Agreement have been carried on by Purchaser directly without the intervention of any person, firm, corporation or entity who or which may be entitled to any brokerage fee or other commission in respect of the execution of this Agreement or the consummation of the transactions contemplated hereby, and Purchaser shall indemnify and hold Seller harmless against any and all claims, losses, liabilities or expenses which may be asserted against Seller as a result of any dealings, arrangements or agreements between Purchaser and any such person, firm, corporation or entity. 3. Conditions to Closing: --------------------- (a) The obligations of Seller under this Agreement are subject to the conditions that (i) the representations and warranties of Purchaser set forth in Section 2(b) hereof shall be true at and as of the Closing Date as though such representations and warranties were made at and as of the Closing Date, and (ii) Purchaser shall have delivered to Seller a certificate dated the Closing Date to the foregoing effect, in form substantially similar to Exhibit A attached hereto. (b) The obligations of Purchaser under this Agreement are subject to the conditions that (i) the representations and warranties of Seller set forth in Section 2(a) hereof shall be true at and as of the Closing Date as though such representations and warranties were made at and as of the Closing Date, and (ii) Seller shall have delivered to Purchaser a certificate, dated the Closing Date to the foregoing effect, signed by an appropriate executive officer of Seller, in form substantially similar to Exhibit B attached hereto. 4. Attorney-in-fact: Seller irrevocably constitutes and appoints ---------------- Purchaser the true and lawful agent and attorney-in-fact of Seller with respect to the Shares, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest) to (i) deliver certificates for the Shares, or transfer ownership of the Shares on the account books maintained by the Company's book-entry transfer facility, together, in any such case, with all accompanying evidence of transfer and authenticity, to himself or his designee (ii) present the Shares for transfer on the books of the Company, and (iii) receive all benefits and otherwise exercise all rights of beneficial ownership of the Shares, all in accordance with the terms contained herein. 5. Backup Withholding: Seller represents that she and the transactions ------------------ contemplated herein are not subject to backup withholding or any other withholding provisions of the Internal Revenue Code (the "Code"). Seller shall provide Purchaser with appropriate proof certifying, as required by the Code and Treasury Regulations, that she is not subject to any 3 backup withholding. Seller further represents that her correct name, address, social security number or employer identification number and any other information required by the Code or IRS Treasury Regulations have been provided on the requisite forms. 6. Knowing and Voluntary Waiver: Seller acknowledges that she has ---------------------------- carefully read and fully understands all of the provisions and effects of this Agreement; that Purchaser has advised Seller to consult with an attorney to review and discuss all aspects of this Agreement prior to its execution; that Seller is voluntarily entering into this Agreement; and that neither Purchaser, nor any agent or attorney of Purchaser, made any representations or promises concerning the terms or effects of this Agreement other than those made by Purchaser herein. In addition, Seller has initialed each page of this Agreement. 7. Further Assurances: Seller and Purchaser each shall, at any time and ------------------ from time to time after the execution and delivery of this Agreement, upon request of the other, do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered, such further acts, assignments, transfers, conveyances and assurances as may be reasonably necessary to further effectuate the terms of this Agreement. 8. Expenses: Each party hereto shall pay his or her own expenses -------- incidental to the carrying out of the provisions of this Agreement and the consummation of the transactions contemplated hereby. Seller is solely responsible for any and all payments, commissions or fees owed to any broker in connection with the transactions contemplated hereby. 9. Successors and Assigns: All authority herein conferred or agreed to ---------------------- be conferred shall survive the death or incapacity of either party, and any obligation of either party hereto shall be binding upon the heirs, executors, administrators, personal representatives, trustees in bankruptcy, successors and assigns of such party. Purchaser may assign his rights under this Agreement to any corporation or other entity that is an affiliate of Purchaser (within the meaning of the federal securities laws). Except as otherwise provided in the preceding sentence, this Agreement may not be assigned by either party hereto without the prior written consent of the other party. 10. Severability: The invalidity or unenforceability of any particular ------------ provision, or part of any provision, of this Agreement shall not affect the other provisions or parts hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provisions or parts were omitted. 11. Integration: This Agreement constitutes the entire agreement ----------- between the parties hereto with respect to the purchase and sale of the Shares and supersedes all other prior agreements and understandings. 12. Counterparts: This Agreement may be executed in any number of ------------ counterparts and each of such counterparts shall for any purposes be deemed to be an original; and all such counterparts shall together constitute but one and the same document. 4 13. Governing Law: This Agreement shall be construed in accordance with ------------- and governed by the internal laws of the Commonwealth of Pennsylvania without regard to otherwise applicable principals of conflicts of laws. 14. Specific Performance: Seller acknowledges that the Shares are -------------------- unique and otherwise not available and acknowledges that in addition to any other remedies, Purchaser may invoke any equitable remedies to enforce delivery of the Shares hereunder, including, without limitation, an action or suit for specific performance. [Signature Page Follows] 5 IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written above. SELLER By:/s/ Ruth Berliner ---------------------------------- Ruth Berliner Address: Social Security Number: PURCHASER By:/s/ Nicholas G. Karabots ---------------------------------- Nicholas G. Karabots [Signature Page to Share Purchase Agreement - Ruth Berliner] 6 Exhibit A Closing Certificate ------------------- Nicholas G. Karabots ("Purchaser"), in connection with the closing being held today pursuant to the Share Purchase Agreement dated December 13, 2001 (the "Agreement") by and among Ruth Berliner and Purchaser, hereby certifies that: 1. The representations and warranties of Purchaser contained in the Agreement were true and correct when made and are true and correct at and as of the date hereof. 2. Purchaser has performed and complied in all material respects with all of the agreements, covenants and conditions required by the Agreement to be performed or complied with by Purchaser on or before the date hereof. IN WITNESS WHEREOF, Purchaser has executed this certificate as of this 3rd day of January, 2002. By: ---------------------------------- Nicholas G. Karabots Exhibit B Closing Certificate ------------------- Ruth Berliner ("Seller"), in connection with the closing being held today pursuant to the Share Purchase Agreement dated December 13, 2001 (the "Agreement") by and among Seller and Nicholas G. Karabots, hereby certifies that: 1. The representations and warranties of Seller contained in the Agreement were true and correct when made and are true and correct at and as of the date hereof. 2. Seller has performed and complied in all material respects with all of the agreements, covenants and conditions required by the Agreement to be performed or complied with by Seller on or before the date hereof. IN WITNESS WHEREOF, Seller has executed this certificate as of this 3rd day of January, 2002. By: ---------------------------------- Ruth Berliner EX-99.R 5 dex99r.txt SHARE PURCHASE AGREEMENT (MORRISSEY 12/17) EXHIBIT R SHARE PURCHASE AGREEMENT This SHARE PURCHASE AGREEMENT (the "Agreement"), dated as of December 17, 2001, is made by and between John D. Morrissey ("Seller"), and Nicholas G. Karabots ("Purchaser"). BACKGROUND: ----------- Seller is the owner of Thirteen Thousand Nine Hundred (12,900) shares (the "Shares") of the Common Stock, $.10 par value, of AMREP Corporation, an Oklahoma corporation (the "Company"). The Shares are held by Wedbush Morgan Securities ("Seller's Broker") for the account of John D. Morrissey, IRA Account 4549-0708. Seller desires to sell the Shares. Purchaser is willing to purchase the Shares from Seller, and Seller is willing to sell the Shares to Purchaser, on the terms and conditions set forth in this Agreement. Contemporaneously with this Agreement, Doris A. Morrissey, Seller's wife, is selling to Purchaser 28,400 shares of the Company's Common Stock. NOW THEREFORE, in consideration of the premises and mutual covenants, agreements, representations and warranties herein made, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, do hereby agree as follows: AGREEMENT --------- 1. Sale and Purchase of Shares: --------------------------- (a) Seller hereby sells, conveys, transfers and delivers to the Purchaser, and Purchaser hereby purchases from Seller, the Shares for an aggregate purchase price of $83,850 (the "Purchase Price"), representing $6.50 for each share, which Purchase Price shall be paid by wire transfer of immediately available funds in the manner provided for in Section 1(b) below. (b) Simultaneously with the execution and delivery of this Agreement, (i) Seller has provided Sellers' Broker with irrevocable written instructions to transfer the Shares to Pershing/CSFB ("Purchaser's Broker" and, together with Seller's Broker, the "Brokers") for the account of Purchaser, and (ii) Purchaser has provided Purchaser's Broker with irrevocable written instructions to transfer the Purchase Price to Seller's Broker for the benefit of Seller. (c) Purchaser hereby acknowledges the receipt of the Shares and Seller hereby acknowledges receipt of the Purchase Price. 2. Representations and Warranties: ------------------------------ (a) Seller hereby represents and warrants to Purchaser that: (i) Seller is the lawful owner, beneficially and indirectly, of the Shares, and has all necessary power and authority to cause the Shares to be sold to Purchaser. Seller is conveying good and valid title to the Shares, free and clear of any lien, claim, encumbrance or restriction of any kind. The Shares constitute all of the shares of capital stock or other securities of the Company owned, beneficially or of record, by Seller or any of Seller's affiliates. (ii) Seller has all necessary power and authority to execute, deliver and perform this Agreement and to carry out his obligations hereunder. Seller is not subject to or obligated under any contract provision or other agreement, or subject to any order, decree, law, rule or regulation, which would be violated by this Agreement or the sale of the Shares to Purchaser. No authorization, consent or approval of any third party is necessary for the consummation by Seller of the transactions contemplated hereby. (iii) All negotiations relating to this Agreement have been carried on by Seller directly without the intervention of any person, firm, corporation or entity who or which may be entitled to any brokerage fee or other commission in respect of the execution of this Agreement or the consummation of the transactions contemplated hereby (other than brokerage fees payable with respect to the Shares), and Seller shall indemnify and hold Purchaser harmless against any and all claims, losses, liabilities or expenses which may be asserted against Purchaser as a result of any dealings, arrangements or agreements between Seller and any such person, firm, corporation or entity. (iv) Seller acknowledges that Purchaser is a director and stockholder of the Company. Seller has made his decision to enter into this Agreement after consideration and examination of facts and circumstances he gathered independently, acknowledges that he has not received any information regarding the Company from Purchaser and that he is in no way relying on any information received from Purchaser. Seller hereby irrevocably waives any right to claim that Purchaser should have disclosed to Seller any information regarding the Company or any plan or intention of Purchaser with respect thereto, and irrevocably releases Purchaser from any such claim. Seller further acknowledges that Purchaser may in the future purchase additional shares of the Company at a purchase price and under terms different than those contained herein. (v) Seller is experienced in securities matters and in the buying and selling of securities in public and private companies. (b) Purchaser hereby represents and warrants to Seller the following: -2- (i) Purchaser has all necessary power and authority to execute, deliver and perform this Agreement and to carry out his obligations hereunder. Purchaser is not subject to or obligated under any contract provision or other agreement, or subject to any order, decree, law, rule or regulation, which would be violated by this Agreement or the purchase of the Shares. No authorization, consent or approval of any third party is necessary for the consummation by Purchaser of the transactions contemplated hereby. (ii) Purchaser is acquiring the Shares solely for Purchaser's own account and not with a view to, or for resale in connection with, any distribution in violation of the Securities Act of 1933 (the "Securities Act") or applicable state securities laws. (iii) All negotiations relating to this Agreement have been carried on by Purchaser directly without the intervention of any person, firm, corporation or entity who or which may be entitled to any brokerage fee or other commission in respect of the execution of this Agreement or the consummation of the transactions contemplated hereby, and Purchaser shall indemnify and hold Seller harmless against any and all claims, losses, liabilities or expenses which may be asserted against Seller as a result of any dealings, arrangements or agreements between Purchaser and any such person, firm, corporation or entity. 3. Attorney-in-fact: Seller irrevocably constitutes and appoints Purchaser ---------------- the true and lawful agent and attorney-in-fact of Seller with respect to the Shares, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest) to (i) deliver certificates for the Shares, or transfer ownership of the Shares on the account books maintained by the Company's book-entry transfer facility, together, in any such case, with all accompanying evidence of transfer and authenticity, to himself or his designee (ii) present the Shares for transfer on the books of the Company, and (iii) receive all benefits and otherwise exercise all rights of beneficial ownership of the Shares, all in accordance with the terms contained herein. 4. Backup Withholding: Seller represents that he and the transactions ------------------ contemplated herein are not subject to backup withholding or any other withholding provisions of the Internal Revenue Code (the "Code"). Seller shall provide Purchaser with appropriate proof certifying, as required by the Code and Treasury Regulations, that he is not subject to any backup withholding. Seller further represents that his correct name, address, social security number or employer identification number and any other information required by the Code or IRS Treasury Regulations have been provided on the requisite forms. 5. Knowing and Voluntary Waiver: Seller acknowledges that he has carefully ---------------------------- read and fully understands all of the provisions and effects of this Agreement; that Purchaser has advised Seller to consult with an attorney to review and discuss all aspects of this Agreement prior to its execution; that Seller is voluntarily entering into this Agreement; and that neither Purchaser, nor any agent or attorney of Purchaser, made any representations or promises concerning the terms or effects of this Agreement other than those made by Purchaser herein. In addition, Seller has initialed each page of this Agreement. -3- 6. Further Assurances: Seller and Purchaser each shall, at any time and ------------------ from time to time after the execution and delivery of this Agreement, upon request of the other, do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered, such further acts, assignments, transfers, conveyances and assurances as may be reasonably necessary to further effectuate the terms of this agreement. 9. Expenses: Each party hereto shall pay his own expenses incidental to the -------- carrying out of the provisions of this Agreement and the consummation of the transactions contemplated hereby. Seller is solely responsible for any and all payments, commissions or fees owed to the Brokers in connection with the transactions contemplated hereby. 10. Successors and Assigns: All authority herein conferred or agreed to be ---------------------- conferred shall survive the death or incapacity of either party, and any obligation of either party hereto shall be binding upon the heirs, executors, administrators, personal representatives, trustees in bankruptcy, successors and assigns of such party. Purchaser may assign his rights under this Agreement to any corporation or other entity that is an affiliate of Purchaser (within the meaning of the federal securities laws). Except as otherwise provided in the preceding sentence, this Agreement may not be assigned by either party hereto without the prior written consent of the other party. 11. Severability: The invalidity or unenforceability of any particular ------------ provision, or part of any provision, of this Agreement shall not affect the other provisions or parts hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provisions or parts were omitted. 12. Integration: This Agreement constitutes the entire agreement between ----------- the parties hereto with respect to the purchase and sale of the Shares and supersedes all other prior agreements and understandings. 13. Counterparts: This Agreement may be executed in any number of ------------ counterparts and each of such counterparts shall for any purposes be deemed to be an original; and all such counterparts shall together constitute but one and the same document. 14. Governing Law: This Agreement shall be construed in accordance with and ------------- governed by the internal laws of the Commonwealth of Pennsylvania without regard to otherwise applicable principals of conflicts of laws. 15. Specific Performance: Seller acknowledges that the Shares are unique -------------------- and otherwise not available and acknowledges that in addition to any other remedies, Purchaser may invoke any equitable remedies to enforce delivery of the Shares hereunder, including, without limitation, an action or suit for specific performance. [Signature Page Follows] -4- IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written above. SELLER By: /s/ John Morrissey -------------------------------- John D. Morrissey Address: Social Security Number: PURCHASER By: /s/ Nicholas G. Karabots -------------------------------- Nicholas G. Karabots [Signature Page to Share Purchase Agreement - John D. Morrissey] -5- EX-99.S 6 dex99s.txt SHARE PURCHASE AGREEMENT (MORRISSEY 12/17) EXHIBIT S SHARE PURCHASE AGREEMENT This SHARE PURCHASE AGREEMENT (the "Agreement"), dated as of December 17, 2001, is made by and between Doris A. Morrissey ("Seller"), and Nicholas G. Karabots ("Purchaser"). BACKGROUND: ----------- Seller is the owner of Twenty Eight Thousand Four Hundred (28,400) shares (the "Shares") of the Common Stock, $.10 par value, of AMREP Corporation, an Oklahoma corporation (the "Company"). The Shares are held by Wedbush Morgan Securities ("Seller's Broker") in two accounts, one in the name of Doris A. Morrissey, IRA Account 2865-6583 and the other in the name of Doris A Morrissey, KEOUGH Account 8202-1488. Seller desires to sell the Shares. Purchaser is willing to purchase the Shares from Seller, and Seller is willing to sell the Shares to Purchaser, on the terms and conditions set forth in this Agreement. Contemporaneously with this Agreement, John D. Morrissey, Seller's husband, is selling to Purchaser 13,900 shares of the Company's Common Stock in addition to the 39,200 shares he sold to Purchaser on December 6, 2001. NOW THEREFORE, in consideration of the premises and mutual covenants, agreements, representations and warranties herein made, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, do hereby agree as follows: AGREEMENT --------- 1. Sale and Purchase of Shares: (a) Seller hereby sells, conveys, transfers and delivers to the Purchaser, and Purchaser hereby purchases from Seller, the Shares for an aggregate purchase price of $184,600 (the "Purchase Price"), representing $6.50 for each share, which Purchase Price shall be paid by wire transfer of immediately available funds in the manner provided for in Section 1(b) below. (b) Simultaneously with the execution and delivery of this Agreement, (i) Seller has provided Sellers' Broker with irrevocable written instructions to transfer the Shares to Pershing/CSFB ("Purchaser's Broker" and, together with Seller's Broker, the "Brokers") for the account of Purchaser, and (ii) Purchaser has provided Purchaser's Broker with irrevocable written instructions to transfer the Purchase Price to Seller's Broker for the benefit of Seller. (c) Purchaser hereby acknowledges the receipt of the Shares and Seller hereby acknowledges receipt of the Purchase Price. 2. Representations and Warranties: ------------------------------ (a) Seller hereby represents and warrants to Purchaser that: (i) Seller is the lawful owner, beneficially and indirectly, of the Shares, and has all necessary power and authority to cause the Shares to be sold to Purchaser. Seller is conveying good and valid title to the Shares, free and clear of any lien, claim, encumbrance or restriction of any kind. The Shares constitute all of the shares of capital stock or other securities of the Company owned, beneficially or of record, by Seller or any of Seller's affiliates. (ii) Seller has all necessary power and authority to execute, deliver and perform this Agreement and to carry out her obligations hereunder. Seller is not subject to or obligated under any contract provision or other agreement, or subject to any order, decree, law, rule or regulation, which would be violated by this Agreement or the sale of the Shares to Purchaser. No authorization, consent or approval of any third party is necessary for the consummation by Seller of the transactions contemplated hereby. (iii) All negotiations relating to this Agreement have been carried on by Seller directly without the intervention of any person, firm, corporation or entity who or which may be entitled to any brokerage fee or other commission in respect of the execution of this Agreement or the consummation of the transactions contemplated hereby (other than brokerage fees payable with respect to the Shares), and Seller shall indemnify and hold Purchaser harmless against any and all claims, losses, liabilities or expenses which may be asserted against Purchaser as a result of any dealings, arrangements or agreements between Seller and any such person, firm, corporation or entity. (iv) Seller acknowledges that Purchaser is a director and stockholder of the Company. Seller has made her decision to enter into this Agreement after consideration and examination of facts and circumstances she gathered independently, acknowledges that she has not received any information regarding the Company from Purchaser and that she is in no way relying on any information received from Purchaser. Seller hereby irrevocably waives any right to claim that Purchaser should have disclosed to Seller any information regarding the Company or any plan or intention of Purchaser with respect thereto, and irrevocably releases Purchaser from any such claim. Seller further acknowledges that Purchaser may in the future purchase additional shares of the Company at a purchase price and under terms different than those contained herein. (v) Seller is experienced in securities matters and in the buying and selling of securities in public and private companies. (b) Purchaser hereby represents and warrants to Seller the following: -2- (i) Purchaser has all necessary power and authority to execute, deliver and perform this Agreement and to carry out his obligations hereunder. Purchaser is not subject to or obligated under any contract provision or other agreement, or subject to any order, decree, law, rule or regulation, which would be violated by this Agreement or the purchase of the Shares. No authorization, consent or approval of any third party is necessary for the consummation by Purchaser of the transactions contemplated hereby. (ii) Purchaser is acquiring the Shares solely for Purchaser's own account and not with a view to, or for resale in connection with, any distribution in violation of the Securities Act of 1933 (the "Securities Act") or applicable state securities laws. (iii) All negotiations relating to this Agreement have been carried on by Purchaser directly without the intervention of any person, firm, corporation or entity who or which may be entitled to any brokerage fee or other commission in respect of the execution of this Agreement or the consummation of the transactions contemplated hereby, and Purchaser shall indemnify and hold Seller harmless against any and all claims, losses, liabilities or expenses which may be asserted against Seller as a result of any dealings, arrangements or agreements between Purchaser and any such person, firm, corporation or entity. 3. Attorney-in-fact: Seller irrevocably constitutes and appoints Purchaser ---------------- the true and lawful agent and attorney-in-fact of Seller with respect to the Shares, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest) to (i) deliver certificates for the Shares, or transfer ownership of the Shares on the account books maintained by the Company's book-entry transfer facility, together, in any such case, with all accompanying evidence of transfer and authenticity, to himself or his designee (ii) present the Shares for transfer on the books of the Company, and (iii) receive all benefits and otherwise exercise all rights of beneficial ownership of the Shares, all in accordance with the terms contained herein. 4. Backup Withholding: Seller represents that she and the transactions ------------------ contemplated herein are not subject to backup withholding or any other withholding provisions of the Internal Revenue Code (the "Code"). Seller shall provide Purchaser with appropriate proof certifying, as required by the Code and Treasury Regulations, that she is not subject to any backup withholding. Seller further represents that her correct name, address, social security number or employer identification number and any other information required by the Code or IRS Treasury Regulations have been provided on the requisite forms. 5. Knowing and Voluntary Waiver: Seller acknowledges that she has carefully ---------------------------- read and fully understands all of the provisions and effects of this Agreement; that Purchaser has advised Seller to consult with an attorney to review and discuss all aspects of this Agreement prior to its execution; that Seller is voluntarily entering into this Agreement; and that neither Purchaser, nor any agent or attorney of Purchaser, made any representations or promises concerning the terms or effects of this Agreement other than those made by Purchaser herein. In addition, Seller has initialed each page of this Agreement. -3- 6. Further Assurances: Seller and Purchaser each shall, at any time and ------------------ from time to time after the execution and delivery of this Agreement, upon request of the other, do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered, such further acts, assignments, transfers, conveyances and assurances as may be reasonably necessary to further effectuate the terms of this agreement. 9. Expenses: Each party hereto shall pay his or her own expenses incidental -------- to the carrying out of the provisions of this Agreement and the consummation of the transactions contemplated hereby. Seller is solely responsible for any and all payments, commissions or fees owed to the Brokers in connection with the transactions contemplated hereby. 10. Successors and Assigns: All authority herein conferred or agreed to be ---------------------- conferred shall survive the death or incapacity of either party, and any obligation of either party hereto shall be binding upon the heirs, executors, administrators, personal representatives, trustees in bankruptcy, successors and assigns of such party. Purchaser may assign his rights under this Agreement to any corporation or other entity that is an affiliate of Purchaser (within the meaning of the federal securities laws). Except as otherwise provided in the preceding sentence, this Agreement may not be assigned by either party hereto without the prior written consent of the other party. 11. Severability: The invalidity or unenforceability of any particular ------------ provision, or part of any provision, of this Agreement shall not affect the other provisions or parts hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provisions or parts were omitted. 12. Integration: This Agreement constitutes the entire agreement between ----------- the parties hereto with respect to the purchase and sale of the Shares and supersedes all other prior agreements and understandings. 13. Counterparts: This Agreement may be executed in any number of ------------ counterparts and each of such counterparts shall for any purposes be deemed to be an original; and all such counterparts shall together constitute but one and the same document. 14. Governing Law: This Agreement shall be construed in accordance with and ------------- governed by the internal laws of the Commonwealth of Pennsylvania without regard to otherwise applicable principals of conflicts of laws. 15. Specific Performance: Seller acknowledges that the Shares are unique -------------------- and otherwise not available and acknowledges that in addition to any other remedies, Purchaser may invoke any equitable remedies to enforce delivery of the Shares hereunder, including, without limitation, an action or suit for specific performance. [Signature Page Follows] -4- IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written above. SELLER By: /s/ Doris A. Morrissey --------------------------------- Doris A. Morrissey Address: Social Security Number: PURCHASER By: /s/ Nicholas G. Karabots --------------------------------- Nicholas G. Karabots [Signature Page to Share Purchase Agreement - Doris A. Morrissey] -5- EX-99.T 7 dex99t.txt JOINT FILING AGREEMENT EXHIBIT T JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1 The undersigned agree to file jointly with the Securities and Exchange Commission ("SEC") any and all statements on Schedule 13D (and any amendments or supplements thereto) required under Section 13(d) of the Securities Exchange Act of 1934, as amended, in connection with transactions by the undersigned in the Common Stock of AMREP Corporation. Each of the undersigned will be responsible for the timely filing of the Schedule 13D and all amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein. None of the undersigned shall be responsible for the completeness or accuracy of the information concerning any other party contained in the Schedule 13D or any amendment thereto, except to the extent such person knows or has reason to believe that such information is inaccurate. Date: January 4, 2002 /s/ Nicholas G. Karabots ---------------------------- Nicholas G. Karabots GLENDI PUBLICATIONS, INC. Date: January 4, 2002 /s/ Nicholas G. Karabots ---------------------------- Nicholas G. Karabots, Chairman KAPPA MEDIA GROUP, INC. Date: January 4, 2002 /s/ Nicholas G. Karabots ---------------------------- Nicholas G. Karabots, Chairman -----END PRIVACY-ENHANCED MESSAGE-----