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): November 7, 2008
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AMREP CORPORATION
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(Exact Name of Registrant as Specified in Charter)
Oklahoma 1-4702 59-0936128
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(State or Other Jurisdiction of (Commission File (IRS Employer
Incorporation or Organization) 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.
As reported in Item 2.03 of this Current Report, on November 7, 2008, the
Registrant's subsidiaries comprising its Kable Media Services group entered into
the Second Modification to Loan Documents dated effective as of October 1, 2008
(the "Second Modification"). The Second Modification amends the Second Amended
and Restated Loan and Security Agreement dated as of January 16, 2007 (the
"Original Credit Agreement"), with LaSalle Bank National Association, as amended
by the First Modification to Loan Documents entered into on February 1, 2008 and
dated as of January 18, 2008 (the "First Modification"). (The Original Credit
Agreement, as so amended, the "Existing Credit Agreement".) A copy of the Second
Modification is included as Exhibit 10.1 to this Current Report on Form 8-K, and
such Exhibit as well as the description of the Second Modification included in
Item 2.03 of this Current Report are incorporated into this Item 1.01 by
reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On January 16, 2007, the Registrant's subsidiaries comprising its Kable
Media Services group entered into the Original Credit Agreement and on February
1, 2008 entered into the First Modification. These transactions were reported by
the Registrant in its Current Reports on Form 8-K filed January 19, 2007 and
February 5, 2008, to which reference is made for a description of the terms of
the Existing Credit Agreement.
On November 7, 2008, the parties entered into the Second Modification.
The Second Modification modifies the Existing Credit Agreement and related
loan documents, among other things, by adding Kable Specialty Packaging Services
LLC and Kable Staffing Resources LLC, recently organized members of the Kable
Media Services group, as borrowers, and allowing borrowings under the Existing
Credit Agreement to be used to fund purchases by these new borrowers of certain
assets to be used by them to commence operations.
A copy of the Second Modification is included as Exhibit 10.1 to this
Current Report on Form 8-K, and such Exhibit is incorporated into this Item 2.03
by reference and any description of the Second Modification in this Item 2.03 is
qualified by such reference.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit 10.1. Second Modification to Loan Documents dated effective as of
October 1, 2008, modifying the Second Amended and Restated
Loan and Security Agreement dated as of January 16, 2007, as
amended, among Kable Media Services, Inc., Kable News
Company, Inc., Kable Distribution Services, Inc., Kable News
Export, Ltd., Kable News International, Inc., Kable
Fulfillment Services, Inc., Kable Fulfillment Services of
Ohio, Inc., Palm Coast Data Holdco, Inc., Palm Coast Data
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LLC, Kable Product Services, Inc., Kable Specialty Packaging
Services LLC and Kable Staffing Resources LLC and LaSalle
Bank National Association and related loan documents.
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 and
Chief Financial Officer
Date: November 13, 2008
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EXHIBIT INDEX
Exhibit
No. Description
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10.1 Second Modification to Loan Documents dated effective as of
October 1, 2008, modifying the Second Amended and Restated Loan
and Security Agreement dated as of January 16, 2007, as amended,
among Kable Media Services, Inc., Kable News Company, Inc., Kable
Distribution Services, Inc., Kable News Export, Ltd., Kable News
International, Inc., Kable Fulfillment Services, Inc., Kable
Fulfillment Services of Ohio, 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 LaSalle Bank National Association and related loan documents.
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