UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 27, 2014
| AMREP CORPORATION |
| (Exact name of Registrant as specified in its charter) |
| Oklahoma | 1-4702 | 59-0936128 |
| (State or other jurisdiction of | (Commission File | (IRS Employer |
| incorporation) | Number) | Identification No.) |
| 300 Alexander Park, Suite 204, Princeton, New Jersey | 08540 |
| (Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code: (609) 716-8200
| Not Applicable |
| (Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 1.01 | Entry into a Material Definitive Agreement. |
On June 27, 2014, Kable Distribution Services, Inc., an indirect subsidiary of AMREP Corporation, entered into the second amendment (the “Second Amendment”) to the amended and restated distribution agreement with Kappa Publishing Group, Inc. (“Kappa”). Kappa is controlled by Nicholas G. Karabots, a significant shareholder of AMREP Corporation.
The Second Amendment extends the term of the amended and restated distribution agreement after June 30, 2014 on a monthly basis, subject to termination by Kappa at the end of any month with 60 days’ prior written notice. No other material terms of the amended and restated distribution agreement changed in connection with the Second Amendment.
The foregoing description of the Second Amendment is a summary only and is qualified in all respects by the provisions of the Second Amendment, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
|
Exhibit Number |
Description |
| 10.1 | Second Amendment to Amended and Restated Distribution Agreement, dated as of June 27, 2014, between Kappa Publishing Group, Inc. and Kable Distribution Services, Inc. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AMREP Corporation | |||
| Date: July 1, 2014 | By: | /s/ Christopher V. Vitale | |
| Name: Christopher V. Vitale | |||
| Title: Vice President,
General Counsel and Secretary | |||
EXHIBIT INDEX
| Exhibit Number | Description |
| 10.1 | Second Amendment to Amended and Restated Distribution Agreement, dated as of June 27, 2014, between Kappa Publishing Group, Inc. and Kable Distribution Services, Inc. |
SECOND AMENDMENT TO AMENDED AND RESTATED DISTRIBUTION AGREEMENT
THIS SECOND AMENDMENT TO AMENDED AND RESTATED DISTRIBUTION AGREEMENT (the “Amendment”) is made as of this 27th day of June, 2014, by and between KAPPA PUBLISHING GROUP, INC., a Delaware corporation, whose place of business is at 6198 Butler Pike, Blue Bell, Pennsylvania 19422 (hereafter referred to as “Publisher”) and KABLE DISTRIBUTION SERVICES, INC., a Delaware corporation, whose place of business is at Suite 4C, 14 Wall Street, New York, NY 10005 (hereafter referred to as ‘Distributor”).
W I T N E S S E T H:
WHEREAS, the Publisher and the Distributor are parties to that certain Amended and Restated Distribution Agreement dated as of July 1, 2008 and that certain First Amendment to Amended and Restated Distribution Agreement dated as of February 14, 2011 (as amended the “Distribution Agreement”) with respect to the Distributor providing for the distribution by Distributor of Publisher’s titles;
WHEREAS, the Distribution Agreement provides in Subparagraph 3(a) and Subparagraph 3(d) that the term of the Distribution Agreement ends on June 30, 2014; and
WHEREAS, the Publisher and Distributor wish to amend Subparagraphs 3(a) and 3(d) of the Distribution Agreement to reflect the changes required by the parties.
NOW, THEREFORE, for and in consideration of the mutual promises herein contained, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound hereby, the parties agree as follows:
1. Definitions. All capitalized words used in this Amendment and not defined herein shall have the respective meanings given to them in the Distribution Agreement.
2. Amendment to Subparagraph 3(a). Effective upon execution of this Amendment by the parties Subparagraph 3(a) of the Distribution Agreement is hereby amended and restated in its entirety to read as follows:
“(a) Except as otherwise provided in subparagraphs (b) or (f) of this Paragraph 3, this Agreement shall commence on the Effective Date and shall continue thereafter for a period of one month, which shall automatically renew for additional successive one month terms, unless after June 30, 2014 (i) PUBLISHER provides DISTRIBUTOR written notice of non-renewal at least sixty (60) days prior to the end of the term determined by PUBLISHER or (ii) DISTRIBUTOR provides PUBLISHER written notice of non-renewal at least nine (9) months prior to the end of the term determined by DISTRIBUTOR. The rights and obligations of the parties under this Agreement shall include and be deemed to include all issues of all Publication(s), the respective On-Sale Date(s) of which occur prior to the termination hereof (“Covered Issues”). Any and all of the respective rights and obligations of the PUBLISHER and DISTRIBUTOR under this Agreement shall survive its termination for the purposes of distributing Covered Issues, and of handling and crediting Returns and making payments, adjustments and credits with respect to Covered Issues. Termination of this Agreement shall not affect any right of either party to receive any money owed by the other hereunder, the amount of which shall be calculated in the manner which would have otherwise been required hereby, absent such termination.”
3. Amendment to Subparagraph 3(d). Effective upon execution of this Amendment by the parties Subparagraph 3(d) of the Distribution Agreement is hereby amended and restated in its entirety to read as follows:
“(d) INTENTIONALLY OMITTED”
4. Limited Amendment. Except as and to the limited extent modified in this Amendment, the Distribution Agreement shall be and remain in full force and effect in accordance with its terms.
| Kappa Publishing Group, Inc. | ||
| By: | /s/ Despina McNulty | |
| Name: Despina McNulty | ||
| Title: President | ||
| Kable Distribution Services, Inc. | ||
| By: | /s/ Bruce Obendorf | |
| Name: Bruce Obendorf | ||
| Title: Executive Vice President, Finance | ||
| 2 |