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