AMREP CORP. — Major Shareholding Notification 2010

Sep 30, 2010

SC 13D/A 1 c06426sc13dza.htm SCHEDULE 13D AMENDMENT Schedule 13D Amendment PAGEBREAK

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934 (Amendment No. 19 )*

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 Ft. Washington, PA 19034 (215) 643-5800

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 29, 2010

(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 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).

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CUSIP No. 032159105

1	NAMES OF REPORTING PERSONS Nicholas G. Karabots
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	PF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States of America
	7	SOLE VOTING POWER
NUMBER OF		1,291,198
SHARES	8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY		0
EACH	9	SOLE DISPOSITIVE POWER
REPORTING
PERSON		1,291,198
WITH	10	SHARED DISPOSITIVE POWER
		0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,291,198
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	21.5%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

Page 2 of 8 Pages

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CUSIP No. 032159105

1	NAMES OF REPORTING PERSONS Glendi Publications, Inc. 59-2235938
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	Not applicable
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
	7	SOLE VOTING POWER
NUMBER OF		1,391,180
SHARES	8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY		0
EACH	9	SOLE DISPOSITIVE POWER
REPORTING
PERSON		1,391,180
WITH	10	SHARED DISPOSITIVE POWER
		0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,391,180
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	23.2%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

Page 3 of 8 Pages

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CUSIP No. 032159105

1	NAMES OF REPORTING PERSONS Kappa Media Group, Inc. 23-3047713
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	Not applicable
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Pennsylvania
	7	SOLE VOTING POWER
NUMBER OF		410,000
SHARES	8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY		0
EACH	9	SOLE DISPOSITIVE POWER
REPORTING
PERSON		410,000
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 (SEE INSTRUCTIONS)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	6.8%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

Page 4 of 8 Pages

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CUSIP No. 032159105

1	NAMES OF REPORTING PERSONS The Karabots Foundation 23-2939856
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	Not applicable
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Pennsylvania
	7	SOLE VOTING POWER
NUMBER OF		481,728
SHARES	8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY		0
EACH	9	SOLE DISPOSITIVE POWER
REPORTING
PERSON		481,728
WITH	10	SHARED DISPOSITIVE POWER
		0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	481,728
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	8.0%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

Page 5 of 8 Pages

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CUSIP No. 032159105

This Amendment No. 19 to Schedule 13D (“Amendment No. 19”) amends and supplements the prior statement on Schedule 13D (the “Statement”) as filed by Nicholas G. Karabots and certain affiliates 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. 18 to Schedule 13D filed on September 9, 2010, Amendment No. 17 to Schedule 13D filed on May 2, 2008, Amendment No. 16 to Schedule 13D filed on January 11, 2008, 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. 19 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. 19.

ITEM 1. Security and Issuer.

There are no amendments to Item 1 of the Statement pursuant to this Amendment No. 19.

ITEM 2. Identity and Background.

There are no amendments to Item 2 of the Statement pursuant to this Amendment No. 19.

ITEM 3. Source and Amount of Funds or Other Consideration.

Item 3 of the Statement is hereby amended by deleting the following paragraph from Item 3:

It is anticipated that funding for the Proposed Acquisition (as defined in Item 4 below) will be in the form of cash contributed to the acquisition vehicle formed by Mr. Karabots. The description of the Proposed Acquisition set forth in Item 4 below is incorporated by reference in its entirety into this Item 3.

ITEM 4. Purpose of Transaction.

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 59.6% of the outstanding Common Stock through direct and indirect holdings. 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 in the future, 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.

On September 8, 2010, Mr. Karabots delivered to the Board of Directors (the “Board”) of the Corporation a non-binding proposal to acquire all of the outstanding shares of the Corporation’s Common Stock that are not currently owned by Mr. Karabots at a proposed price of $12.00 per share in cash. Mr. Karabots withdrew this proposal in a letter to the Board (the “Withdrawal Letter”) dated September 29, 2010.

A copy of the Withdrawal Letter is filed as Exhibit 7.01 to this Amendment No. 19 and is incorporated by reference into this Item 4.

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CUSIP No. 032159105

Additionally, as a significant shareholder, Mr. Karabots may suggest business strategies to the Corporation which might include acquisitions, dispositions, sales or 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 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 to his proposals, general economic conditions, and on the results of any negotiations with the Board, 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 Foundation had deposited for sale 447,165 shares of Common Stock with J.P. Morgan Securities, Inc. (“JPMSI”) pursuant to a plan of disposition (the “10b-5-1 Plan”) adopted in accordance with rule 10b-5-1 of the 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. On March 24, 2008, JPMSI began effectuating the sales of shares of Common Stock pursuant to the 10b-5-1 Plan. To date, a total of 98,437 shares have been sold under the 10b-5-1 Plan.

As a member of the Corporation’s Board, 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 4.

Except as described in this Item 4, the Reporting Persons do not have, as of the date of this Amendment, any plans or proposals that relate to or would result in any of the actions or events specified in clauses (a) through (j) of Item 4 of this Amendment. The Reporting Persons may change their plans or proposals in the future. In determining from time to time whether to sell the Corporation’s Common Stock or additional Corporation securities reported as beneficially owned in this Amendment (and in what amounts) or to retain such securities, the Reporting Persons will take into consideration such factors as they deem relevant, including the business and prospects of the Corporation, anticipated future developments concerning the Corporation, existing and anticipated market conditions from time to time, general economic conditions, regulatory matters, and other opportunities available to the Reporting Persons. The Reporting Persons reserve the right to acquire additional securities of the Corporation in the open market, in privately negotiated transactions (which may be with the Corporation or with third parties) or otherwise, to dispose of all or a portion of their holdings of securities of the Corporation or to change their intention with respect to any or all of the matters referred to in this Item 4.

ITEM 5. Interest in Securities of the Issuer.

There are no amendments to Item 5 of the Statement pursuant to this Amendment No. 19.

ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

There are no amendments to Item 6 of the Statement pursuant to this Amendment No. 19.

ITEM 7. Material to Be Filed as Exhibits.

Exhibit 7.01 Withdrawal Letter submitted to the Corporation by Nicholas G. Karabots on September 29, 2010.

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CUSIP No. 032159105

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: September 30, 2010
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.

Date: September 30, 2010
/s/ Nicholas G. Karabots
Name:	Nicholas G. Karabots
Title:	Chief Executive Officer

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: September 30, 2010
/s/ Nicholas G. Karabots
Name:	Nicholas G. Karabots
Title:	Chief Executive Officer

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: September 30, 2010
/s/ Nicholas G. Karabots
Name:	Nicholas G. Karabots
Title:	President

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