SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. ____)
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14a-6(e)(2))
{ X } Definitive Proxy Statement
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{ } Soliciting Material Pursuant to Section 240.14a-12
AMREP CORPORATION
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(Name of Registrant as Specified In Its Charter)
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AMREP CORPORATION
(An Oklahoma corporation)
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
September 19, 2003
NOTICE IS HEREBY GIVEN that the 2003 Annual Meeting of Shareholders of
AMREP Corporation (the "Company") will be held at the offices of Kable
Fulfillment Services, Inc., 335 Centennial Parkway, Louisville, Colorado 80027
on September 19, 2003 at 9:00 A.M. for the following purposes:
(1) To elect two directors; and
(2) To consider and act upon such other business as may properly come
before the meeting.
In accordance with the By-Laws, the Board of Directors has fixed the close
of business on July 24, 2003 as the record date for the determination of
shareholders of the Company entitled to notice of and to vote at the meeting and
any adjournment thereof. The list of such shareholders will be available for
inspection by shareholders during the ten days prior to the meeting at the
offices of the Company, 641 Lexington Avenue, Sixth Floor, New York, New York
10022.
Whether or not you expect to be present at the meeting, please mark, date
and sign the enclosed proxy and return it to the Company in the self-addressed
envelope enclosed for that purpose. The proxy is revocable and will not affect
your right to vote in person in the event you attend the meeting.
By Order of the Board of Directors
Peter M. Pizza, Secretary
Dated: July 29, 2003
New York, New York
AMREP CORPORATION
641 Lexington Avenue
New York, New York 10022
__________________________
PROXY STATEMENT
__________________________
ANNUAL MEETING OF SHAREHOLDERS
To be Held at 9:00 A.M. on September 19, 2003
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of AMREP Corporation (the "Company") for use
at the Annual Meeting of Shareholders of the Company to be held on September 19,
2003, and at any continuation or adjournment thereof (the "Annual Meeting").
Anyone giving a proxy may revoke it at any time before it is exercised by giving
the Secretary of the Company written notice of the revocation, by submitting a
proxy bearing a later date or by attending the Annual Meeting and voting. This
Proxy Statement and the accompanying Notice of Annual Meeting and proxy form are
first being sent to shareholders on or about August 5, 2003.
All properly executed, unrevoked proxies in the enclosed form which are
received in time will be voted in accordance with the shareholder's directions
and, unless contrary directions are given, will be voted for the election as
directors of the nominees named below. The presence, in person or by proxy, of
the holders of a majority of the outstanding shares of Common Stock authorized
to vote will constitute a quorum for the transaction of business at the Annual
Meeting. Abstentions will be counted in determining whether a quorum is present
at the Annual Meeting. Directors are elected by a plurality of the votes of the
shares present in person or represented by proxy at the Annual Meeting and
entitled to vote on the election of directors, and abstentions have no effect.
A copy of the 2003 Annual Report of the Company for the fiscal year ended
April 30, 2003, including financial statements, accompanies this Proxy
Statement. Such Annual Report does not constitute a part of the proxy
solicitation material.
COMMON STOCK OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Only shareholders of record at the close of business on July 24, 2003, the
date fixed by the Board of Directors in accordance with the By-Laws, are
entitled to vote at the Annual Meeting. As of July 24, 2003, the Company had
issued and outstanding 6,590,112 shares of Common Stock, par value $.10 per
share. Each share of Common Stock is entitled to one vote on matters to come
before the Annual Meeting.
Set forth in the following table is information concerning the ownership as
of July 24, 2003 of the Common Stock of the Company by the persons who, to the
knowledge of the Board of Directors, own beneficially more than 5% of the
outstanding shares. The table also sets forth the same information concerning
the beneficial ownership by all directors and executive officers. Unless
otherwise indicated, the beneficial owners have sole voting and investment power
with respect to the shares beneficially owned. In the case of directors and
executive officers, the information below has been provided by such persons at
the request of the Company.
Name and Address Shares Owned % of
of Beneficial Owner Beneficially(1) Class
Nicholas G. Karabots (Director) 3,632,453 (2) 55.1
P.O. Box 736
Fort Washington, PA 19034
Albert Russo (Director) 1,258,970 (3) 19.1
Lena Russo, Clifton Russo,
Lawrence Russo
American Simlex Company
401 Broadway
New York, NY 10012
Dimensional Fund Advisors Inc. 458,136 (4) 7.0
1299 Ocean Avenue
Santa Monica, CA 90401
Other Directors and
Executive Officers
Jerome Belson 4,250 *
Edward B. Cloues II 6,250 *
Lonnie A. Coombs 3,250 *
Michael P. Duloc 5,000 (5) *
Peter M. Pizza -0- -
Samuel N. Seidman 4,250 *
James H. Wall 8,057 (6) *
Directors and Executive Officers as a Group
(9 persons) 4,922,480 (2),(3),(5),(6) 74.7
______________________________
* Indicates less than 1%.
(1) The shareholdings include 1,000 shares for each of Messrs. Karabots,
Albert Russo, Belson and Coombs, 500 shares for Mr. Cloues and 2,500 shares for
Mr. Seidman which they have the right to acquire pursuant to options issued
under the Company's Non-Employee Directors Option Plan. Such options are now
exercisable except for an option for 500 shares held by each of them which will
become exercisable on September 20, 2003.
(2) Includes 580,165 shares owned by The Karabots Foundation, a private
non-profit corporation founded by Mr. Karabots and of which he is the President,
Foundation Manager and one of two directors. Mr. Karabots disclaims beneficial
ownership of the shares owned by The Karabots Foundation.
(3) Albert Russo, Lena Russo, Clifton Russo and Lawrence Russo have
reported that they share voting power as to these shares and that each of them
has sole dispositive power as to the following numbers of such shares
representing the indicated percentages` of the outstanding Common Stock: Albert
Russo - 674,491 (10.2%); Lena Russo - 58,740 (.9%); Clifton Russo - 270,617
(4.1%); and Lawrence Russo - 255,122 (3.9%).
(4) Dimensional Fund Advisors Inc. ("Dimensional"), a registered investment
advisor, is deemed to have beneficial ownership of these shares, all of which
are held in portfolios of four registered investment companies or other
investment vehicles, including commingled group trusts, for which Dimensional
serves as investment manager or investment advisor. Dimensional disclaims
beneficial ownership of all such shares.
(5) Held jointly with Mr. Duloc's spouse.
(6) Includes 287 shares held in the Company's Savings and Salary Deferral
Plan allocated to the account of Mr. Wall.
ELECTION OF DIRECTORS
The Board of Directors of the Company is a classified board divided into
three classes - Class I consisting of two directors, Class II consisting of two
directors and Class III consisting of three directors. Each class of directors
serves for a term of three years. At this Annual Meeting, two Class I directors
will be elected to serve until the 2006 Annual Meeting and until their
successors are elected and qualified. Although the Board of Directors does not
expect that either of the persons named will be unable to serve as a director,
should either of them become unavailable for election it is intended that the
shares represented by proxies in the accompanying form will be voted for the
election of a substitute nominee or nominees selected by the Board.
The following table sets forth information regarding the nominees of the
Board of Directors for election and the directors whose terms of office do not
expire this year.
Year First
Elected As Principal Occupation For Past
Name Age A Director Five Years and Current Directorships
---- --- ---------- -------------------
Nominees to serve until the 2006 Annual Meeting (Class I)
Edward B. Cloues II 55 1994 Chairman and Chief Executive Officer
of K-Tron International, Inc., a
material handling equipment
manufacturer, since January 1998;
Partner in the law firm of Morgan,
Lewis & Bockius LLP from prior to
1997 to January 1998; Director of
K-Tron International, Inc., Penn
Virginia Corporation and Penn
Virginia Resource GP, the general
partner of Penn Virginia Resource
Partners, L.P.
James H. Wall 66 1991 Chief Executive Officer of AMREP
Southwest Inc., a wholly-owned
subsidiary of the Company; Senior
Vice President of the Company.
Directors continuing in office until the 2004 Annual Meeting (Class II)
Samuel N. Seidman 69 1977 President of Seidman & Co., Inc.,
economic consultants and investment
bankers; Director, Chairman of the
Board and Chief Executive Officer of
Productivity Technologies Corp.,
manufacturer of metal forming and
handling automation equipment and a
wirer of control panels.
Lonnie A. Coombs 55 2001 Proprietor, Lonnie A. Coombs,
Certified Public Accountant,
accounting, tax and business
consulting services.
Directors continuing in office until the 2005 Annual Meeting (Class III)
Jerome Belson 77 1967 Chairman of the Board of WE Media,
Inc.(magazine on lifestyle of people
with disabilities);President of
Associated Builders and Owners of
Greater New York, Inc.
Nicholas G. Karabots 70 1993 Chairman of the Board and Chief
Executive Officer of Kappa Media
Group, Inc., Spartan Organization,
Inc., Jericho National Golf Club,
Inc. and other private companies,
which companies are engaged
primarily in the publishing,
printing, recreational sports and
real estate businesses.
Albert Russo 49 1996 Managing Partner, Russo Associates,
Pioneer Realty, 401 Broadway Company
and related real estate entities;
Partner, American Simlex Co.,
textile exports.
Each director has served continuously since the year in which he was first
elected.
The Board of Directors and its Committees
The Board held five meetings during the last fiscal year.
The Board has an Executive Committee which generally has the power of the
Board and acts as needed between meetings of the Board. Also, in the absence of
a Chief Executive Officer, the Committee is charged with the oversight of the
Company's business. The current members of the Committee are Messrs. Cloues,
Karabots and Russo with Mr. Cloues as Chairman. Mr. Cloues is compensated for
his services as Chairman of the Board and as Committee Chairman at the rate of
$135,000 per year, such amount being in addition to the fees paid him as a
director and member of other Committees. The Committee met six times during the
last fiscal year on a formal basis and more often on an informal basis.
The Board also has an Audit and Examining Committee and a Human Resources
Committee. The Human Resources Committee acts as a compensation committee. The
Board does not have a nominating committee. For fiscal 2003, the fee payable to
members of the Audit and Examining Committee for each Committee meeting attended
was $750 until November 1, 2002 when it was increased to $1,000. For fiscal
2003, the fee payable to members of the Human Resources Committee for each
Committee meeting attended was $500 until November 1, 2002 when it was increased
to $750.
The duties of the Audit and Examining Committee include (i) recommending to
the Board the engagement of the independent auditors, (ii) reviewing the scope
and results of the yearly audit by the independent auditors, (iii) reviewing the
Company's system of internal controls and procedures, (iv) reviewing the
Company's financial reporting and accounting standards and principles, and (v)
reviewing and investigating matters pertaining to the integrity of management.
This Committee reports regularly to the Board concerning its activities. The
current members of this Committee are Messrs. Belson, Coombs and Seidman
(Chairman). This Committee held five meetings during the last fiscal year.
The Human Resources Committee makes recommendations to the Board concerning
compensation and other matters relating to employees. The current members of
this Committee are Messrs. Cloues, Karabots (Chairman) and Russo. This Committee
held two meetings during the last fiscal year.
For fiscal 2003 each non-employee director of the Company was paid a fee of
$21,500 in addition to fees paid to such director as a member of one or more
Board Committees.
Additionally, on December 5, 2002 the Board of Directors adopted the AMREP
Corporation 2002 Non-Employee Directors' Stock Plan. Under this Plan each
non-employee director receives a grant from the Company of 1,250 shares of its
Common Stock on each March 15 and September 15 commencing March 15, 2003 as
partial payment for services for the preceding six months. The last sale price
for the Common Stock on the New York Stock Exchange on March 14, 2003, the
business day immediately preceding the March 15, 2003 grant date, was $8.75.
Also, under the Non-Employee Directors Option Plan, on the first business day
following the Company's Annual Meeting of Shareholders each non-employee
director is granted an option covering 500 shares of Common Stock of the
Company. The price per share payable upon exercise of such option is either (i)
the mean between the highest and lowest reported sale price of the Common Stock
on the date of grant on the New York Stock Exchange, or (ii) the price of the
last sale of Common Stock on that date as quoted on the New York Stock Exchange,
whichever is higher. For the options granted following the 2002 Annual Meeting,
the exercise price is $8.45 per share. Each option becomes exercisable as to all
or any portion of the shares covered thereby one year after the date of grant
and expires five years after the date of grant.
EXECUTIVE COMPENSATION
The Summary Compensation Table below sets forth certain information
concerning the compensation of the Company's executive officers.*
SUMMARY COMPENSATION TABLE
Annual Compensation
----------------------------------
Other Annual
Compensation
Name and Principal Position Year Salary($) Bonus($) ($) (a)(b)
--------------------------- ---- --------- -------- ------------
James H. Wall 2003 273,801 20,000 3,667
Senior Vice President; 2002 271,281 12,000 (c) 3,500
CEO of the Company's 2001 268,648 -0- 3,552
AMREP Southwest Inc. subsidiary
Peter M. Pizza 2003 165,538 10,000 -0-
Vice President and 2002 160,000 7,500 (c) -0-
Chief Financial Officer; 2001 135,465 -0- -0-
Secretary and Treasurer
Michael P. Duloc (d) 2003 206,153 7,500 3,227
President and COO of the 2002 200,000 12,750 (c) 2,496
Company's Kable News
Company, Inc. subsidiary
_____________________________________
(a) Includes amounts contributed by the Company to the Company's Savings and
Salary Deferral Plan.
(b) Other compensation in the form of personal benefits to the named persons
has been omitted because it does not exceed the lesser of $50,000 or 10% of
the total annual salary and bonus as to each.
(c) The determination to award bonuses for fiscal 2002 was first made after the
2002 Annual Meeting and therefore not disclosed in the Proxy Statement for
that Meeting.
(d) Mr. Duloc first became an executive officer in fiscal 2002.
* Since January 1996, the Company has not had a CEO.
Options
No stock options were granted to or exercised by any of the officers named
in the Summary Compensation Table during the fiscal year ended April 30, 2003.
No stock options were held by any of such officers at April 30, 2003.
Audit and Examining Committee Report
Each member of the Audit and Examining Committee (the "Committee") is an
independent director as defined by New York Stock Exchange rules. The Committee
has adopted a written charter which was approved by the Board of Directors on
March 6, 2002. The Committee has reviewed and discussed the Company's audited
financial statements with management, which has primary responsibility for the
financial statements. McGladrey & Pullen, LLP, the Company's independent
auditors for 2003, are responsible for expressing an opinion on the conformity
of the Company's audited financial statements with generally accepted accounting
principles. The Committee has discussed with McGladrey & Pullen, LLP the matters
that are required to be discussed by Statement on Auditing Standards No. 61
(Communication With Audit Committees). McGladrey & Pullen, LLP have provided to
the Committee the written disclosures and the letter required by Independence
Standards Board Standard No. 1 (Independence Discussions with Audit Committees),
and the Committee has discussed with McGladrey & Pullen, LLP that firm's
independence.
Based on the considerations referred to above, the Committee recommended to
the Board of Directors that the consolidated financial statements audited by
McGladrey & Pullen, LLP be included in the Company's Annual Report on Form 10-K
for 2003.
The foregoing report is provided by the following independent directors who
constitute the Committee:
Samuel N. Seidman, Chairman
Jerome Belson
July 24, 2003 Lonnie A. Coombs
Human Resources Committee Executive Compensation Report
The Human Resources Committee (the "HRC"), consisting entirely of
non-employee directors, is the Company's Compensation Committee. Its current
members are Messrs. Cloues, Karabots and Russo. The HRC's recommendations
regarding executive compensation must be approved by the Board of Directors or
its Executive Committee.
Compensation Policy for Executive Officers
The HRC's compensation policy for executive officers is to pay
competitively while balancing pay versus performance and otherwise to be fair
and equitable in the administration of compensation. The HRC seeks to balance
the salary paid to a particular individual using the above criteria while using
its best judgment of compensation applicable to other executives holding
comparable positions both within the Company and at other companies.
With respect to salaries, bonuses and other compensation and benefits, the
decisions and recommendations of the HRC are subjective and are not based on any
list of specific criteria. We believe that the compensation received by each of
the executive officers for fiscal 2003 was reasonable. The Company has not had a
Chief Executive Officer since January 1996 when the employment of the then CEO
was terminated due to disability, and senior management now operates under the
supervision of the Executive Committee of the Board and its Chairman, who is
also Chairman of the Board.
In fiscal 2003 the HRC recommended the payment of bonuses to the executive
officers as well as increases in their annual salaries based primarily on the
HRC's evaluation of the officers' fiscal 2002 performance. The recommendations
were accepted by the Board of Directors and implemented in the fall of 2002.
Early in fiscal 2004 the HRC recommended and the Board of Directors approved the
payment of bonuses to the executive officers based primarily on the HRC's
evaluation of their performance in fiscal 2003. In addition, one officer
received a salary increase in recognition of the adjustment of certain of his
benefits.
There have been no stock options granted to executive officers since fiscal
1995.
Payments during fiscal 2003 to the Company's executives as discussed above
were made with regard to the provisions of Section 162(m) of the Internal
Revenue Code. Section 162(m) limits the deduction that may be claimed by a
"public company" for compensation paid to certain individuals to $1 million
except to the extent that any excess compensation is "performance-based
compensation". It is the HRC's intention that compensation will not be awarded
which exceeds the deductibility limits of Section 162(m).
Bases for Chief Executive Officer's Compensation
Since January 1996, the Company has not had a CEO.
Nicholas G. Karabots, Chairman
Edward B. Cloues II
Albert Russo
July 24, 2003
Compensation Committee Interlocks and Insider Participation
On August 4, 1993, pursuant to an agreement with Nicholas G. Karabots and
two corporations he then owned, the Company acquired for its Kable News Company
subsidiary ("Kable") various rights to distribute magazines, and in payment
issued a total of 575,593 shares of the Company's Common Stock. The distribution
rights covered various magazines published by unaffiliated publishers as well as
magazines published by publishers controlled by Mr. Karabots. In the case of the
publishers controlled by Mr. Karabots, the distribution arrangements generally
were for terms of seven years with provision for extension for a further three
years. As distributor under these and other distribution agreements, Kable
purchases magazines from publishing companies owned or controlled by Mr.
Karabots and resells them to wholesalers. During the fiscal year ended April 30,
2003, Kable purchased magazines from such companies for a total of approximately
$36.9 million and resold them at higher prices. Kable continues as a distributor
for such companies. Kable reports as revenues only the spread between the prices
it pays publishers and the prices it receives for copies sold to its wholesaler
customers. The amount paid to Mr. Karabots' companies represents 24% of the
approximately $152.7 million Kable paid all publishers in fiscal 2003.
Consistent with industry practice, Kable makes advance payments to publishers,
including Mr. Karabots' companies, based upon its estimates of the amounts that
will be due them from the sales of their publications to the buying public. If
the actual sales are less than estimated, overadvances will result which the
publishers are obligated to repay promptly, without interest. The total
overadvance to Mr. Karabots' companies at June 30, 2003 was approximately
$77,000 and its highest amount between May 1, 2002 and June 30, 2003 was
approximately $255,000.
Kable's distribution agreements with publishing companies owned or
controlled by Mr. Karabots were scheduled to expire August 1, 2003. A special
committee of the Board of Directors comprised of Messrs. Belson, Russo and
Seidman (the "Special Committee") was appointed, with full power to act for the
Company, to consider and, if deemed appropriate, approve the terms and
conditions of extensions of those agreements for three months. Such extensions
have been approved and they provide for higher payments to the publishing
companies than previously pertained. However, the Special Committee believes
that the terms and conditions of such renewals are fair and reasonable and no
less favorable to Kable than would be obtained in a comparable arm's length
transaction with an unaffiliated publisher having the same volume of business as
Mr. Karabots' companies. Efforts are being made by Kable to renew the
distribution agreements for a longer term and to include additional magazines
for which Kable presently is not the distributor. If Kable is successful in
these efforts, which cannot be assured, the results likely will involve similar
increased payments to the publishing companies.
Kable also performs fulfillment services for publishing companies owned or
controlled by Mr. Karabots which, in recent years, have been provided on a
month-to month basis. For fiscal 2003, Kable's revenues for these services were
$246,000. The parties are currently considering a more permanent arrangement
which will be subject to the approval of the Special Committee.
Mr. Karabots is Chairman of the Human Resources Committee and the
father-in-law of Michael P. Duloc, one of the executive officers of the Company
listed in the Summary Compensation Table above.
Performance Graph
The following graph compares the cumulative total shareholder return on the
Company's Common Stock with the cumulative total return of the Standard & Poor's
500 Index and 27 companies with market capitalizations similar to that of the
Company ("Similar Cap Issuers"), for the five years ended April 30, 2003
(assuming the investment of $100 in the stock of the Company, the S&P 500 and
the Similar Cap Issuers on April 30, 1998, and the reinvestment of all
dividends). The Company cannot identify an index of issuers engaged in
operations similar to those in which it is currently engaged and therefore has
determined to use the Similar Cap Issuers for purposes of comparison.
1998 1999 2000 2001 2002 2003
---- ---- ---- ---- ---- ----
AMREP CORP 100 66.67 57.97 45.22 92.75 108.99
S&P 500 INDEX 100 121.82 134.16 116.76 102.02 88.44
SIMILAR CAP ISSUERS 100 94.33 131.71 120.34 125.60 107.09
The Similar Cap Issuers are: Alliance Financial Corporation, American
Science and Engineering, Inc., Avanir Pharmaceuticals, Capital Corp. of the
West, The Eastern Company, Featherlite, Inc., Federal Screw Works, Finishmaster,
Inc., First Midwest Financial, Inc., First State Bancorporation, FSF Financial
Corp., Gold Reserve Inc., Hawthorne Financial Corporation, Hemispherx Biopharma,
Inc., ID Biomedical Corporation, K-Swiss Inc., Lynx Therapeutics, Inc., Monarch
Casino & Resort, Inc., Neogen Corporation, Nyfix, Inc., Orphan Medical, Inc.,
The Stephan Co., Stratasys, Inc., TTI Team Telecom International Limited,
Universal Display Corporation, Utah Medical Products, Inc. and Xenova Group PLC.
As a result of changes in market capitalizations from year to year, none of
the companies comprising the Similar Cap Issuer index in the Company's 2002
Proxy Statement met the criteria for inclusion in the Similar Cap Issuer index
in this Proxy Statement. The 2002 Similar Cap companies were: Axcess Inc.,
Cabletel Communications Corp., Chai Na Ta Corp., Cray Inc., Dataram Corp.,
Decorator Industries, Inc., DIY Home Warehouse, Inc., Electrosource, Inc.,
Finger Lakes Bancorp, Inc., First Keystone Financial, Inc., Frontier Airlines,
Inc., Global Payment Technologies, Inc., Herley Industries, Inc., HPSC, Inc.,
KMG Chemicals, Inc., Mid-States PLC, Neomedia Technologies, Inc., Neoware
Systems, Inc., Nexus Telocation System Ltd., Paravant Inc., PLM Equipment Growth
Fund II, Powerbrief Inc., Earl Scheib, Inc., Sel-Leb Marketing, Inc., Shells
Seafood Restaurants, Inc. and Spherix, Incorporated.
Retirement Benefits
The Company's executive officers participate in a Retirement Plan which was
amended effective January 1, 1998 (the "Plan"). Prior to the amendment, the Plan
provided a monthly benefit payable at age 65 to employees with five or more
years of service in an amount equal to 1.125% of the employee's highest
consecutive 60-month average monthly earnings up to a specified amount related
to the social security wage base plus 1.5% of such earnings in excess of such
specified amount, multiplied by years of service not to exceed 35. From and
after January 1, 1998, a participant's benefits will be the amount of the
monthly benefit accrued for that participant as of December 31, 1997 under the
terms of the Plan prior to its amendment, plus an additional benefit to be
determined by establishing a cash balance account for each participant to which
will be allocated annually 2% of such participant's earnings plus an annual
interest credit of 5% of the amount in such account. The cash balance account
can be converted to a life annuity or can be taken in a lump sum. The law limits
the maximum annual amount of earnings which may be taken into account in
calculating benefits; that maximum currently is $200,000 and is to be adjusted
annually for cost of living increases.
Mr. Wall has thirty-two years of credited service and has passed the normal
retirement age of 65 under the Plan. His annual retirement benefit under the
Plan had he elected to receive the life annuity pension at normal retirement age
would have been $54,290. Mr. Pizza has seven years of credited service and Mr.
Duloc has ten years of credited service. Assuming that (i) they continue to be
employed until age 65, (ii) their annual salaries continue to be at the current
levels, (iii) there are annual increases of 5% in the maximum earnings permitted
to be taken into account under applicable law in calculating retirement benefits
under the Plan, and (iv) they elect the life annuity form of pension, their
annual retirement benefits are estimated to be: Mr. Pizza - $10,256 and Mr.
Duloc - $22,324.
Certain Transactions
See "Compensation Committee Interlocks and Insider Participation" for
information concerning transactions involving Nicholas G. Karabots.
AUDITORS
The consolidated financial statements of the Company and its subsidiaries
included in the Annual Report to Shareholders for the fiscal year ended April
30, 2003 have been examined by McGladrey & Pullen, LLP, independent public
accountants. No representative of McGladrey & Pullen, LLP is expected to attend
the Annual Meeting. The Board of Directors and its Audit and Examining Committee
have not yet acted with respect to the selection of auditors for fiscal 2004.
On March 7, 2002, the Company notified Arthur Andersen LLP that the Company
would change its external auditors to McGladrey & Pullen, LLP for its fiscal
year ending April 30, 2002. Arthur Andersen LLP and its predecessor partnership
had been the independent auditors for the Company since 1981.
Prior to such notification, the Company did not consult with McGladrey &
Pullen, LLP regarding the application of accounting principles to a specific
completed or contemplated transaction or any matter that was either the subject
of a disagreement or a reportable event. The Company also did not consult with
McGladrey & Pullen, LLP regarding the type of audit opinion that might be
rendered on the Company's consolidated financial statements.
The reports of Arthur Andersen LLP on the Company's consolidated financial
statements for the fiscal years ended April 30, 2001 and 2000 contained no
adverse opinion or disclaimer of opinion and were not qualified or modified as
to uncertainty, audit scope or accounting principles. In connection with the
audits for the fiscal years ended April 30, 2001 and 2000 and the subsequent
interim period preceding the Company's notification to Arthur Andersen LLP of
its intention to dismiss such firm, there were no disagreements with Arthur
Andersen LLP on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure that, if not resolved to
the satisfaction of Arthur Andersen LLP, would have caused such firm to make
reference to the subject matter of the disagreement(s) in connection with its
report.
The Company's Audit and Examining Committee participated in the decision to
change the Company's external auditors and recommended the appointment of
McGladrey & Pullen, LLP as the Company's auditors to the Board of Directors
which made the appointment.
Audit Fees
The aggregate fees billed by McGladrey & Pullen, LLP for professional
services rendered for the audit of the Company's annual financial statements for
its fiscal year ended April 30, 2003 and for the reviews of the Company's
financial statements included in its Quarterly Reports on Form 10-Q for the
fiscal year amounted to $89,000.
Financial Information Systems Design and Implementation Fees
No fees were billed to the Company, nor were services rendered to the
Company, by McGladrey & Pullen, LLP for financial information systems design and
implementation for the Company's fiscal year ended April 30, 2003.
All Other Fees
The aggregate fees billed by McGladrey & Pullen, LLP for the fiscal year
ended April 30, 2003 for all services other than audit services amounted to
approximately $78,650. These fees were principally for tax and tax-related
services, consultation in connection with acquisitions and benefit plan audits.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's directors, executive officers and holders of more than 10% of its
Common Stock to file initial reports of ownership and reports of changes of
ownership of the Common Stock with the Securities and Exchange Commission and
the New York Stock Exchange. The related regulations require copies of the
reports to be provided to the Company.
Based upon a review of the copies of the reports received by the Company
and certain written representations from the directors and executive officers,
the Company believes that for the fiscal year ended April 30, 2003 all required
Section 16(a) reports were filed on time except the reports of Messrs. Belson,
Cloues, Coombs, Karabots, Russo and Seidman of the September 20, 2002 automatic
grants to each of them of an option under the Non-Employee Directors Option Plan
to purchase 500 shares of Common Stock. Amended regulations under Section 16(a)
which were adopted in late August required those reports to be filed within two
business days after the grant date. As a result of erroneous advice from
counsel, the reports were not filed until October 10, 2003.
OTHER MATTERS
The Board of Directors knows of no matters which will be presented for
consideration at the Annual Meeting other than the matters referred to in this
Proxy Statement. Should any other matters properly come before the Annual
Meeting, it is the intention of the persons named in the accompanying proxy to
vote such proxy in accordance with their best judgment.
SOLICITATION OF PROXIES
The Company will bear the cost of this solicitation of proxies. In addition
to solicitation of proxies by mail, the Company may reimburse brokers and other
nominees for the expense of forwarding proxy materials to the beneficial owners
of stock held in their names. Directors, officers and employees of the Company
may solicit proxies on behalf of the Board of Directors but will not receive any
additional compensation therefor.
SHAREHOLDER PROPOSALS
From time to time shareholders present proposals which may be proper
subjects for inclusion in the Proxy Statement and for consideration at an annual
meeting. Shareholders who intend to present proposals at the 2004 Annual Meeting
and who wish to have such proposals included in the Company's Proxy Statement
for the 2004 Annual Meeting must be certain that such proposals are received by
the Company's Secretary at the Company's executive offices, 641 Lexington
Avenue, New York, New York 10022, not later than March 31, 2004. Such proposals
must meet the requirements set forth in the rules and regulations of the
Securities and Exchange Commission in order to be eligible for inclusion in the
Proxy Statement. For any proposal that is not submitted for inclusion in next
year's Proxy Statement, but is instead sought to be presented directly at the
2004 Annual Meeting, Securities and Exchange Commission rules permit management
to vote proxies in its discretion if the Company does not receive notice of the
proposal prior to the close of business on June 21, 2004.
By Order of the Board of Directors
Peter M. Pizza, Secretary
Dated: July 29, 2003
Upon the written request of any shareholder of the Company, the Company
will provide to such shareholder a copy of the Company's Annual Report on Form
10-K for 2003, including the financial statements and the schedules thereto,
filed with the Securities and Exchange Commission. Any request should be
directed to Peter M. Pizza, Secretary, AMREP Corporation, 641 Lexington Avenue,
New York, New York 10022. There will be no charge for such report unless one or
more exhibits thereto are requested, in which case the Company's reasonable
expenses of furnishing exhibits may be charged.
PROXY AMREP CORPORATION PROXY
SOLICITED BY BOARD OF DIRECTORS FOR
ANNUAL MEETING OF SHAREHOLDERS
Kable Fulfillment Services, Inc.
335 Centennial Parkway, Louisville, Colorado
September 19, 2003, 9:00 AM Local Time
The undersigned hereby appoints Edward B. Cloues II and Peter M. Pizza, and
each of them acting alone, with full power of substitution, proxies to vote the
Common Stock of the undersigned at the 2003 Annual Meeting of Shareholders of
AMREP Corporation, and any adjournment thereof, for the election of directors as
set forth in the Proxy Statement of the Board of Directors dated July 29, 2003,
and upon all other matters which come before said meeting or any continuation or
adjournment thereof.
Receipt of the Notice of Annual Meeting of Shareholders and accompanying
Proxy Statement of the Board of Directors is acknowledged.
Unless otherwise specified, this proxy will be voted FOR the election of
directors as set forth in the Proxy Statement.
(Continued and to be dated and signed on reverse side.)
PLEASE MARK, DATE SIGN
AND MAIL YOUR PROXY | |
PROMPTLY IN THE ENVELOPE Votes MUST be indicated
PROVIDED. (x) in Black or Blue ink.
A vote FOR ITEM 1 is recommended by the Board of Directors.
1. FOR ELECTION OF TWO (2) DIRECTORS AS DESCRIBED IN THE PROXY STATEMENT OF
THE BOARD OF DIRECTORS.
_ _ _
FOR all nominees|_| WITHHOLD AUTHORITY to vote|_| * Exceptions|_|
listed below for all nominees listed below
Nominees: Edward B. Clouse II, James H. Wall
(INSTRUCTION: To withhold authority to vote for any individual
nominee, mark the "Exceptions" box and write that nominee's name
in the space provided below.)
_
*Exceptions _________________________________ To change your address, please|_|
mark this box.
If stock is held in the name of more than one person, all holders
should sign. Sign exactly as name or names appear at left. Persons
signing in a fiduciary capacity should include their title as such.
Date Share owner sign here Co-Owner sign here
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