8-K 1 tm2030000d3_8k.htm FORM 8-K





Washington, D.C. 20549





Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported):            September 4, 2020             


(Exact name of registrant as specified in its charter)


Oklahoma 1-4702 59-0936128
(State or other jurisdiction of (Commission File (IRS Employer
incorporation) Number) Identification No.)


620 West Germantown Pike, Suite 175

Plymouth Meeting, PA

(Address of principal executive offices) (Zip Code)


Registrant’s telephone number, including area code:  (610) 487-0905


(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 communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


¨ Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:


Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock $.10 par value AXR New York Stock Exchange


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).


Emerging growth company ¨


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨







Item 2.02Results of Operations and Financial Condition


On September 9, 2020, AMREP Corporation issued a press release that reported its results of operations for the three month period ended July 31, 2020.  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 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officer.


On September 4, 2020, Theodore J. Gaasche resigned as a director of AMREP Corporation (the “Company”) and withdrew as a director nominee for consideration at the Annual Meeting of Shareholders of the Company to be held on September 10, 2020, and at any continuation or adjournment thereof. There were no disagreements between the Company and Mr. Gaasche relative to his resignation. In connection with such resignation, Mr. Gaasche will be issued 12,411 shares of common stock of the Company within 30 days after October 1, 2020 pursuant to an equivalent number of deferred common share units previously issued to Mr. Gaasche.


Item 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.


Prior to September 8, 2020, the Board of Directors (the “Board”) of the Company was a classified board divided into three classes, namely, Class I, Class II and Class III; Class I and II each consisted of one director and Class III consisted of two directors. On September 8, 2020, the Board reduced the size of the Board from four members to three members, reduced the number of Class III directors from two directors to one director and amended Section 1(a) of Article III of the By-Laws of the Company to provide that the Board consists of three directors.


Item 9.01Financial Statements and Exhibits.


(d) Exhibits.


Exhibit Number Description
3.1 By-laws, as amended.
99.1 Press Release, dated September 9, 2020, issued by AMREP Corporation.













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: September 9, 2020 By: /s/ Christopher V. Vitale  
    Name: Christopher V. Vitale  

Title: President and Chief Executive Officer 













Exhibit Number Description
3.1 By-laws, as amended.
99.1 Press Release, dated September 9, 2020, issued by AMREP Corporation.