UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 16)
AMREP CORPORATION
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(Name of Issuer)
Common Stock, $.10 par value
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(Title of Class of Securities)
032159105
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(CUSIP Number)
Nicholas G. Karabots
P.O. Box 736
Ft. Washington, PA 19034 (215) 643-5800
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 26, 2007
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(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Sections 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. See Section 240.13d-7(b) for
other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 032159105
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(1) NAMES OF REPORTING PERSONS.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY).
Nicholas G. Karabots
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(2) CHECK THE APPROPRIATE BOX IF A (a) [ ]
MEMBER OF A GROUP* (b) [ ]
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS*
PF
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(5) CHECK BOX IF DISCLOSURE OF LEGAL [ ]
PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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NUMBER OF SHARES (7) SOLE VOTING POWER
BENEFICIALLY
OWNED BY EACH 1,291,198
REPORTING PERSON -----------------------------------------
WITH (8) SHARED VOTING POWER
0
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(9) SOLE DISPOSITIVE POWER
1,291,198
-----------------------------------------
(10) SHARED DISPOSITIVE POWER
0
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,291,198
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(12) CHECK BOX IF THE AGGREGATE AMOUNT IN [ ]
ROW (11) EXCLUDES CERTAIN SHARES*
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.4%
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(14) TYPE OF REPORTING PERSON*
IN
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* SEE INSTRUCTIONS BEFORE FILLING OUT
2
CUSIP No. 032159105
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(1) NAMES OF REPORTING PERSONS.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY).
Glendi Publications, Inc. 59-2235938
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(2) CHECK THE APPROPRIATE BOX IF A (a) [ ]
MEMBER OF A GROUP* (b) [ ]
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS*
Not applicable
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(5) CHECK BOX IF DISCLOSURE OF LEGAL [ ]
PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF SHARES (7) SOLE VOTING POWER
BENEFICIALLY
OWNED BY EACH 1,391,180
REPORTING PERSON -----------------------------------------
WITH (8) SHARED VOTING POWER
0
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(9) SOLE DISPOSITIVE POWER
1,391,180
-----------------------------------------
(10) SHARED DISPOSITIVE POWER
-0-
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,391,180
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(12) CHECK BOX IF THE AGGREGATE AMOUNT IN [ ]
ROW (11) EXCLUDES CERTAIN SHARES*
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.1%
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(14) TYPE OF REPORTING PERSON*
CO
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* SEE INSTRUCTIONS BEFORE FILLING OUT
3
CUSIP No. 032159105
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(1) NAMES OF REPORTING PERSONS.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY).
Kappa Media Group, Inc. 23-3047713
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(2) CHECK THE APPROPRIATE BOX IF A (a) [ ]
MEMBER OF A GROUP* (b) [ ]
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS*
Not applicable
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(5) CHECK BOX IF DISCLOSURE OF LEGAL [ ]
PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Pennsylvania
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NUMBER OF SHARES (7) SOLE VOTING POWER
BENEFICIALLY
OWNED BY EACH 410,000
REPORTING PERSON -----------------------------------------
WITH (8) SHARED VOTING POWER
0
-----------------------------------------
(9) SOLE DISPOSITIVE POWER
410,000
-----------------------------------------
(10) SHARED DISPOSITIVE POWER
0
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
410,000
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(12) CHECK BOX IF THE AGGREGATE AMOUNT IN [ ]
ROW (11) EXCLUDES CERTAIN SHARES*
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.8%
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(14) TYPE OF REPORTING PERSON*
CO
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
4
CUSIP No. 032159105
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(1) NAMES OF REPORTING PERSONS.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY).
The Karabots Foundation 23-2939856
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(2) CHECK THE APPROPRIATE BOX IF A (a) [ ]
MEMBER OF A GROUP* (b) [ ]
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS*
Not applicable
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(5) CHECK BOX IF DISCLOSURE OF LEGAL [ ]
PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Pennsylvania
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NUMBER OF SHARES (7) SOLE VOTING POWER
BENEFICIALLY
OWNED BY EACH 580,165
REPORTING PERSON -----------------------------------------
WITH (8) SHARED VOTING POWER
0
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(9) SOLE DISPOSITIVE POWER
580,165
-----------------------------------------
(10) SHARED DISPOSITIVE POWER
0
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
580,165
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(12) CHECK BOX IF THE AGGREGATE AMOUNT IN [ ]
ROW (11) EXCLUDES CERTAIN SHARES*
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.6%
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(14) TYPE OF REPORTING PERSON*
CO
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
5
This Amendment No. 16 to Schedule 13D ("Amendment No. 16") amends and
supplements the prior statement on Schedule 13D (the "Statement") as filed by
Nicholas G. Karabots related to the Common Stock (the "Common Stock"), $.10 par
value, of AMREP Corporation, an Oklahoma corporation (the "Corporation"). The
Statement has been previously amended by Amendment No. 15 to Schedule 13D filed
on October 28, 2002, Amendment No. 14 to Schedule 13D filed on January 4, 2002,
Amendment No. 13 to Schedule 13D filed 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 initially 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. In the event that any disclosure contained in this
Amendment No. 16 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. 16.
Item 2. Identity and Background
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Item 2 of the Statement is hereby amended by deleting the first paragraph
thereof and substituting the following paragraph:
This statement is being filed by Nicholas G. Karabots ("Mr. Karabots"),
Glendi Publications, Inc., a Delaware corporation ("Glendi"), Kappa Media Group,
Inc., a Pennsylvania corporation ("Kappa"), and the Karabots Foundation (the
"Foundation"), a Pennsylvania non-profit corporation. Prior to September 6,
1994, Glendi was known as SLC Graphics, Inc.
Item 2 of the Statement is hereby amended by adding a new paragraph
following the fourth paragraph of Item 2 to read as follows:
The Foundation is a Pennsylvania non-profit corporation, with its principal
place of business at P.O. Box 736, Fort Washington, PA 19034. The Foundation is
classified as a private foundation pursuant to Sec. 509(a) of the Internal
Revenue Code (the "I.R.C."). The Foundation is a tax-exempt organization, and
operates for charitable purposes, pursuant to Sec. 501(c)(3) of the I.R.C.
Item 3. Source and Amounts of Funds or Other Consideration.
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Item 3 of the Statement is hereby amended by adding two new paragraphs
following the last paragraph of Item 3 to read as follows:
6
On December 31, 2002, Mr. Karabots donated 258,065 shares of Common Stock
to the Foundation.
Mr. Karabots acquired beneficial ownership of 1,500 shares of Common Stock
on December 26, 2007; 1,500 shares of Common Stock on December 27, 2007; 7,500
shares of Common Stock on December 28, 2007; 5,000 shares of Common Stock on
December 31, 2007; 5,000 shares of Common Stock on January 2, 2008; 27,500
shares of Common Stock on January 4, 2008; 19,500 shares of Common Stock on
January 8, 2008; and 13,000 shares of Common Stock on January 9, 2008. Mr.
Karabots purchased these shares in the open market using his personal funds.
Item 4. Purpose of the Transaction.
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Item 4 of the Statement is hereby amended and restated in its entirety as
follows:
Mr. Karabots has acquired all of the shares reported on this Statement as
an investment through open market purchases and previously reported privately
negotiated transactions. Mr. Karabots now beneficially owns approximately, 60.9%
of the outstanding Common Stock through direct and indirect holdings. Mr.
Karabots believes the Common Stock represents a good investment and, depending
on market conditions and other factors, Mr. Karabots' may, individually or with
others, seek to acquire additional or all of the remaining shares of Common
Stock, through open market purchases, privately negotiated transactions, a
negotiated merger or tender offer, or otherwise. Mr. Karabots offers no
assurances as to whether or not he will acquire additional, or dispose of,
shares of Common Stock.
As a significant shareholder, Mr. Karabots may suggest business strategies
to the Corporation which might include acquisitions, dispositions, sales of
other transfers of a material amount of assets of the Corporation or any of its
subsidiaries, material changes in capitalization, dividend policies, or the
composition of the Board of Directors of the Corporation in the future. Mr.
Karabots intends to review his ownership position in the Corporation from time
to time and may, depending upon his evaluation of the Corporation's business and
prospects, and upon future developments including, but not limited to, the
receptiveness of the Board of Directors of the Corporation to his proposals,
general economic conditions, and on the results of any negotiations with the
Board of Directors of the Corporation, determine to cease buying shares of the
Corporation or to increase or decrease his ownership position in the
Corporation.
As of January 7, 2008, the Karabots Foundation had deposited for sale
447,165 shares of Common Stock with a financial services firm pursuant to a plan
of disposition adopted in accordance with rule 10b-5-1 of Securities Exchange
Act of 1934 and in accordance with Section 4943 of the Internal Revenue Code of
1986 regarding the disposition of excessive business holdings. Further, to date,
none of the deposited shares have been sold.
7
As a member of the Corporation's board of directors, Mr. Karabots is
involved in such capacity in an ongoing basis in discussions amongst the members
of the board and with management related to strategic planning, management
succession, acquisitions, divestitures and other matters, some of which may be
considered to be responsive to this Item 5.
Other than as disclosed in this Statement or as a member of the board of
directors of the Company, none of the persons named in Item 2 above presently
has plan or proposal that relates to or might result in:
o Any change in the present board of directors or management of the
Corporation, including any plans or proposals to change the number or
term of directors or to fill any existing vacancies on the board;
o Changes in the Corporation's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the issuer by any person;
o Causing a class of securities of the Corporation to be delisted from
national securities exchange or to cease to be authorized to be quoted
in an interdealer quotation system of a registered national securities
association;
o A class of equity securities of the Corporation becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act;
or
o Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Company.
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Item 5 of the Statement is hereby amended by deleting the paragraphs (a)
and (b) thereof and substituting therefor the following:
(a) Mr. Karabots beneficially owns all of the 3,672,543 shares of the
Common Stock reported on this Statement, which shares represent approximately
60.9% of the outstanding shares of the Common Stock. (1) Mr. Karabots
beneficially owns 1,291,198 of the outstanding shares of the Common Stock
directly; 1,391,180 of such shares indirectly through Glendi; 410,000 of such
shares indirectly through Kappa, and the remaining 580,165 of such shares
indirectly through the Foundation. Mr. Karabots does not have a pecuniary
interest in the shares held by the Foundation.
-----------------------------
(1) The percentage of outstanding shares of Common Stock was calculated with
reference to the number of shares outstanding as of November 30, 2007, reported
in the Corporation's Quarterly Report on Form 10-Q for the quarterly period
ended October 31, 2007, stated therein as amounting to 6,027,212.
8
(b) Mr. Karabots has sole voting and sole dispositive power as to the
following: the 1,291,198 outstanding shares of the Common Stock that he owns
directly; the 1,391,180 of such shares of the Common Stock owned indirectly
through Glendi; the 410,000 of such shares of the Common Stock owned indirectly
through Kappa; and 580,165 shares owned by the Foundation, as reported on this
Statement. In addition, 500 of the shares of Common Stock beneficially owned by
Mr. Karabots represent options to purchase Common Stock issued under the
Corporation's Non-Employee Directors Option Plan which are currently
exercisable.
(c) On December 26, 2007, Mr. Karabots purchased 1,500 shares of Common
Stock at a purchase price per share of $29.80. Mr. Karabots purchased 1,500
shares of Common Stock at a purchase price per share of $30.49 on December 27,
2007. Mr. Karabots, on December 28, 2007, purchased 1,500 shares of Common Stock
at a purchase price per share of $30.25; 5,000 shares of Common Stock at a
purchase price per share of $30.00; and 1,000 shares of Common Stock at a
purchase price per share of $30.10. Mr. Karabots purchased 5,000 shares of
Common Stock at a purchase price per share of $28.93 on December 31, 2007.
On January 2, 2008, Mr. Karabots purchased 5,000 shares of Common Stock at
a purchase price per share of $30.65. Mr. Karabots, on January 4, 2008,
purchased 3,000 shares of Common Stock at a purchase price per share of $29.99;
8,000 shares of Common Stock at a purchase price per share of $29.40; 3,500
shares of Common Stock at a purchase price per share of $30.48; 5,000 shares of
Common Stock at a purchase price per share of $29.50; and 8,000 shares of Common
Stock at a purchase price per share of $29.80. Mr. Karabots, on January 8, 2008,
purchased 5,000 shares of Common Stock at a purchase price per share of $29.05;
3,500 shares of Common Stock at a purchase price per share of $29.10; 2,500
shares of Common Stock at a purchase price per share of $29.2116; 3,500 shares
of Common Stock at a purchase price per share of $29.1899; and 5,000 shares of
Common Stock at a purchase price per share of $29.35. On January 9, 2008, Mr.
Karabots purchased 8,000 shares of Common Stock at a purchase price per share of
$28.75; and 5,000 shares of Common Stock at a purchase price per share of
$28.55.
Mr. Karabots made all of these purchases in the open market with his
personal funds.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
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Securities of the Company.
--------------------------
There are no amendments to Item 6 of the Statement pursuant to this
Amendment No. 16.
Item 7. Material Filed as Exhibits.
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There are no amendments to Item 7 of the Statement pursuant to this
Amendment No. 16.
9
Signatures
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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 11, 2008 /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 11, 2008 /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.
KAPPA MEDIA GROUP, INC.
Date: January 11, 2008 /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.
THE KARABOTS FOUNDATION
Date: January 11, 2008 /s/ Nicholas G. Karabots
-----------------------------------
Nicholas G. Karabots
10