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): July 14, 2009
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AMREP CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
Oklahoma 1-4702 59-0936128
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(State or Other Jurisdiction of (Commission File (IRS Employer
Incorporation) Number) Identification Number)
300 Alexander Park, Suite 204, Princeton, New Jersey 08540
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (609) 716-8200
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Not Applicable
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(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 July 14, 2009, Kable Media Services, Inc. , a subsidiary of AMREP
Corporation (the "Company"), and certain direct and indirect subsidiaries of
Kable Media Services, Inc. entered into a Third Amended and Restated Loan and
Security Agreement dated as of July 13, 2009 with Bank of America, N.A.(the
"Lender"), as successor by merger with LaSalle Bank National Association (the
"Present Credit Agreement"). The following description is qualified by reference
to the Present Credit Agreement, which is filed herewith as Exhibit No. 10.1.
The Present Credit Agreement amends and restates the Second Amended and Restated
Loan and Security Agreement dated as of January 16, 2007, as amended, originally
among Kable Media Services, Inc. and certain of its direct and indirect
subsidiaries and the Lender's predecessor, LaSalle Bank National Association
(the "Prior Credit Agreement").
The Present Credit Agreement provides for: (i) a revolving credit loan and
letter of credit facility of up to $20,000,000 ("Facility A") that may be used
for general business purposes, including the payment of expenses and other costs
associated with the consolidation of the Company's Subscription Fulfillment
Services business in Florida; and (ii) a second revolving credit loan facility
of up to $5,000,000 ("Facility D") that may be used exclusively for the payment
of accounts payable under a distribution agreement with a customer of the
Company's Distribution Services business. At the borrowers' option, up to
$2,500,000 of the Lender's lending commitment for Facility D may be transferred
to Facility A. At April 30, 2009, $6,067,000 of Facility A loans and no Facility
D loans were outstanding. Additionally, term borrowings of approximately
$2,800,000 ("Facilities B and C") at April 30, 2009, bearing interest from 4.79%
to 6.40% per annum, that were incurred for capital expenditures under the Prior
Credit Agreement are now included in the borrowings under the Present Credit
Agreement in addition to Facilities A and D. Under the Present Credit Agreement,
the revolving credits mature on May 1, 2010 and the term borrowings are due in
installments through that date, as was the case under the Prior Credit
Agreement. The borrowers' obligations under the Present Credit Agreement are
secured by substantially all of their assets other than (i) real property and
(ii) any borrower's interest in the capital securities of any other borrower or
any subsidiary of any borrower, as were the borrowers' obligations under the
Prior Credit Agreement.
The revolving loans under the Present Credit Agreement bear interest at the
borrowers' option at a fluctuating rate that is either (i) a LIBOR-based rate
(0.3% at July 14, 2009) plus 3.25%, or (ii) the bank's prime rate (3.25% at July
14, 2009) plus 1.75% (the rates under the Prior Credit Agreement were either (i)
LIBOR-based plus a margin of 1.5% to 2.5%, depending upon the borrowers' funded
debt to EBITDA ratio, or (ii) the Lender's prime rate).
The Present Credit Agreement requires the borrowers to maintain certain
financial ratios, which are changed in a number of respects from those contained
in the Prior Credit Agreement. The Present Credit Agreement, as did the Prior
Credit Agreement, also contains other customary covenants and restrictions, the
most significant of which limit the ability of the borrowers to declare or pay
dividends or make other distributions to the Company, limit the annual amount
borrowers may incur for capital expenditures and other purposes, and impose
certain minimum EBITDA requirements on the borrowers.
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Item 2.02 Results of Operations and Financial Condition.
On July 14, 2009, AMREP Corporation issued a press release that reported
its results of operations for the three and twelve month periods ended April 30,
2009. The press release is being furnished with this Current Report on Form 8-K
as Exhibit 99.1 and is incorporated herein by reference.
The information in this Item 2.02 of this Form 8-K and Exhibit 99.1
attached hereto shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, nor shall it be deemed incorporated by
reference in any filing under the Securities Act of 1933, except as shall be
expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
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10.1 Third Amended and Restated Loan and Security Agreement dated as
of July 13, 2009, by and among Kable Media Services, Inc., Kable
News Company, Inc., Kable Distribution Services, Inc., Kable News
International, Inc., Kable Fulfillment Services, Inc., Palm Coast
Data Holdco, Inc., Palm Coast Data LLC, Kable Product Services,
Inc., Kable Specialty Packaging Services LLC, and Kable Staffing
Resources LLC and Bank of America, N.A., as successor by merger
with LaSalle Bank National Association.
99.1 Press Release, dated July 14, 2009, issued by AMREP Corporation.
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
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(Registrant)
By: /s/ Peter M. Pizza
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Peter M. Pizza, Vice President
Date: July 16, 2009
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EXHIBIT INDEX
Exhibit No. Description
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10.1 Third Amended and Restated Loan and Security Agreement dated as
of July 13, 2009, by and among Kable Media Services, Inc., Kable
News Company, Inc., Kable Distribution Services, Inc., Kable News
International, Inc., Kable Fulfillment Services, Inc., Palm Coast
Data Holdco, Inc., Palm Coast Data LLC, Kable Product Services,
Inc., Kable Specialty Packaging Services LLC, and Kable Staffing
Resources LLC and Bank of America, N.A., as successor by merger
with LaSalle Bank National Association.
99.1 Press Release, dated July 14, 2009, issued by AMREP Corporation.
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