UNITEDSTATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENTREPORT
PURSUANT TO SECTION 13 OR 15(d) OFTHE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 18, 2006
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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 (Commission File (IRS Employer
of Incorporation) Number) Identification Number)
212 Carnegie Center, Suite 302, 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 Form8-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 September 18, 2006 the
Registrant's AMREP Southwest Inc. subsidiary entered into a Loan Agreement with
and delivered its related Promissory Note (Revolving Line of Credit) to Compass
Bank. A copy of the Loan Agreement is included as Exhibit 10.1 and a copy of the
Promissory Note is included as Exhibit 10.2 to this Current Report on Form 8-K,
and such Exhibits as well as their description 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 September 18, 2006, the Registrant's AMREP Southwest Inc. subsidiary
(the "Borrower") entered into a Loan Agreement with and delivered its related
Promissory Note (Revolving Line of Credit) to Compass Bank (said Agreement and
Note, collectively, the "Credit Facility"). The Credit Facility provides the
Borrower until September 17, 2008 with a $25 million unsecured revolving line of
credit. Up to $5 million of the revolving credit is available to the Borrower
for letters of credit. The Borrower has yet to draw on the revolving credit.
Under the Credit Facility, letters of credit bear a fee at the annual rate
of 0.95% of face amount, and revolving borrowings bear annual interest at the
Borrower's option at (i) a fluctuating rate per annum of 1.00% below the Wall
Street Journal prime rate as in effect from time to time, or (ii) LIBOR for a
borrowing period selected by Borrower of one, two or three months, adjusted for
regulatory reserve requirements, plus 1.65% if the outstanding principal balance
of the Note is less than $10 million or 1.50% if the outstanding principal
balance is $10 million or above. An additional fee of 0.25% per annum on the
unused portion of the revolving credit is also payable for any quarter during
which outstanding borrowings and letters of credit average less than $10
million.
The Credit Facility contains a number of restrictive covenants including
one requiring the Borrower to maintain a minimum tangible net worth.
Under the Credit Facility it is an event of default if the Borrower fails
to make the payments required of it or otherwise to fulfill the covenants
applicable to it. In the case of events of default which are unremedied within
allowable grace periods, the lender may terminate its revolving credit
commitment and require immediate repayment of all outstanding borrowings.
A copy of the Credit Agreement is included as Exhibit 10.1 and a copy of
the related Promissory Note is included as Exhibit 10.2 to this Current Report
on Form 8-K, and such Exhibits are incorporated into this Item 2.03 by reference
and any description of the Credit Facility in this Item 2.03 is qualified by
such reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit 10.1. Loan Agreement dated September 18, 2006 between AMREP
Southwest Inc. and Compass Bank.
Exhibit 10.2. $25,000,000 Promissory Note (Revolving Line of Credit)
dated September 18, 2006 of AMREP Southwest Inc. payable
to the order of Compass Bank.
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: September 21, 2006
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EXHIBIT INDEX
Exhibit No. Description
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10.1 Loan Agreement dated September 18, 2006 between AMREP Southwest Inc.
and Compass Bank.
10.2. $25,000,000 Promissory Note (Revolving Line of Credit) dated September
18, 2006 of AMREP Southwest Inc. payable to the order of Compass Bank.