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): April 15, 2003
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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 (IRS Employer
incorporation or organization) File Number) Identification No.)
641 Lexington Avenue, New York, New York 10022
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 705-4700
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Not Applicable
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(Former Name or Former Address, if
Changed Since Last Report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
(a) On April 15, 2003, the Registrant through Kable Fulfillment Services,
Inc. ("KFS"), a subsidiary of the Registrant's Kable News Company, Inc.
("Kable News") subsidiary, acquired certain tangible and intangible assets
and assumed certain liabilities constituting the subscription fulfillment
business of Electronic Data Systems Corporation ("EDS"), a Delaware
corporation, and its subsidiaries EDS Information Services LLC and EDS
Resource Management Corporation. The acquisition was made pursuant to an
Asset Purchase Agreement dated as of March 31, 2003 by and among KFS and
EDS and such subsidiaries. The Asset Purchase Agreement is filed herewith
as Exhibit 10.1 and incorporated herein by reference.
The purchase price for the assets of the subscription fulfillment business
of approximately $10.0 million (subject to a post-closing adjustment based
upon the value as of closing of certain inventories and prepaid postage
amounts) was arrived at through arm's length negotiations. Approximately
$6.5 million of the purchase price was paid in cash and the balance
consisted of the assumption of certain customer deposit liabilities. The
payment of the cash portion of the purchase price and related acquisition
expenses was financed from available cash and borrowings under a
collateralized credit line that Kable News and certain of its subsidiaries,
including KFS, have with U.S. Bank National Association. In connection with
the acquisition, that credit line, which is available to finance Kable
News' operations including the additional working capital requirements of
the acquired business, was increased from $20 million to $30 million.
(b) The physical assets acquired in the transaction include principally
mail processing, communications and data processing equipment located, for
the most part, in the Louisville, Colorado leased facility at which EDS had
conducted the acquired business. It is intended following the acquisition
to continue to operate these assets and conduct the acquired business at
this facility.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial statements for the acquired business required by this Item
have not been prepared but will be filed not later than June 30, 2003.
(b) Pro forma financial statements reflecting the acquisition of the
acquired business required by this Item have not been prepared but will be
filed not later than June 30, 2003.
(c) The following Exhibits are filed with this Report:
Exhibit No. Exhibit
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10.1 Asset Purchase Agreement dated as of March 31, 2003 by and
among Kable Fulfillment Services, Inc. and Electronic Data
Systems Corporation, EDS Information Services LLC and EDS
Resource Management Corporation.
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10.2 Amendment to Loan Agreement dated as of March 31, 2003 by
and among Kable News Company, Inc., Kable Fulfillment
Services of Ohio, Inc., Kable Distribution Services, Inc.
and Kable Fulfillment Services, Inc., and U.S. Bank National
Association.
Signature
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
Date: April 24, 2003 By: /s/ Peter M. Pizza
Peter M. Pizza
Vice President and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Exhibit
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10.1 Asset Purchase Agreement dated as of March 31, 2003 by and
among Kable Fulfillment Services, Inc. and Electronic Data
Systems Corporation, EDS Information Services LLC and EDS
Resource Management Corporation.
10.2 Amendment to Loan Agreement dated as of March 31, 2003 by
and among Kable News Company, Inc., Kable Fulfillment
Services of Ohio, Inc., Kable Distribution Services, Inc.
and Kable Fulfillment Services, Inc., and U.S. Bank National
Association.
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