Current Report Filing (8-k)
July 25 2018 - 4:27PM
Edgar (US Regulatory)
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):
July 24, 2018
AMREP CORPORATION
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(Exact name of Registrant as specified in its charter)
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Oklahoma
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1-4702
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59-0936128
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(State or other jurisdiction of
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(Commission File
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(IRS Employer
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incorporation)
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Number)
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Identification No.)
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620 West Germantown Pike, Suite 175
Plymouth Meeting, PA
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19462
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including
area code:
(610) 487-0905
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(Former name or former address, if changed since last report)
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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):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging
growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 1.01 Entry into a Material Definitive Agreement.
On July 24, 2018, Hawksite 27 Development
Company, LLC (“Borrower”), an indirect subsidiary of AMREP Corporation, entered into a Business Loan Agreement with
Main Bank (“Lender”). The Business Loan Agreement is evidenced by a Promissory Note, dated July 20, 2018, and is secured
by a Mortgage, between Borrower and Lender, dated July 20, 2018, with respect to 159 planned residential lots within the Hawk Site
subdivision (the “Mortgaged Property”). Pursuant to a Commercial Guaranty, dated July 24, 2018, entered into by AMREP
Southwest Inc. (“Guarantor”) in favor of Lender, Guarantor has guaranteed Borrower’s obligations under each of
the above agreements. The Business Loan Agreement, Promissory Note, Mortgage, Commercial Guaranty and other related transaction
documents are collectively referred to as the “Loan Documentation.”
Pursuant to the Loan Documentation, Lender
agrees to lend up to $1,800,000 to Borrower on a non-revolving line of credit basis to partially fund the development of the Mortgaged
Property. Interest on the outstanding principal amount of the loan is payable monthly at the annual rate equal to the Wall Street
Journal Prime Rate plus a spread of 2.38%, adjusted annually. Lender is required to release the lien of its mortgage on any lot
included in the Mortgaged Property upon Borrower making a principal payment equal to the greater of $30,000 or 55% of the sales
price of the lot. Borrower is required to reduce the principal balance of the loan to a maximum of $1,700,000 at July 20, 2020.
The outstanding principal amount of the loan may be prepaid at any time without penalty. The loan is scheduled to mature on July
20, 2021. Borrower incurred customary costs and expenses and paid fees to Lender in connection with the loan.
Borrower and Guarantor have made certain
representations and warranties in the Loan Documentation and are required to comply with various covenants, reporting requirements
and other customary requirements for similar loans. The Loan Documentation contains customary events of default for similar financing
transactions, including: Borrower’s failure to make principal, interest or other payments when due; the failure of Borrower
or Guarantor to observe or perform their respective covenants under the Loan Documentation; the representations and warranties
of Borrower or the Guarantor being false; and the insolvency or bankruptcy of Borrower or Guarantor. Upon the occurrence and
during the continuance of an event of default, Lender may declare the outstanding principal amount and all other obligations under
the Loan Documentation immediately due and payable.
The foregoing description of the Loan Documentation
is a summary only and is qualified in all respects by the provisions of the Loan Documentation. Copies of the Business Loan Agreement,
Promissory Note, Mortgage and Commercial Guaranty are attached hereto as Exhibits 10.1 through 10.4 and are incorporated herein
by reference.
Item 2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information in Item 1.01 of this Current
Report on Form 8-K is incorporated by reference into this Item 2.03.
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits.
Exhibit Number
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Description
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10.1
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Business Loan Agreement, dated July 20, 2018, between Main Bank and Hawksite 27 Development Company, LLC.
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10.2
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Promissory Note, dated July 20, 2018, by Hawksite 27 Development Company, LLC in favor of Main Bank.
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10.3
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Mortgage, dated July 20, 2018, between Main Bank and Hawksite 27 Development Company, LLC.
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10.4
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Commercial Guaranty, dated July 24, 2018, made by AMREP Southwest Inc. for the benefit of Main Bank.
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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.
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AMREP Corporation
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Date: July 25, 2018
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By:
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/s/ Christopher V. Vitale
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Name: Christopher V. Vitale
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Title: President and Chief Executive Officer
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EXHIBIT INDEX
Exhibit Number
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Description
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10.1
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Business Loan Agreement, dated July 20, 2018, between Main Bank and Hawksite 27 Development Company, LLC.
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10.2
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Promissory Note, dated July 20, 2018, by Hawksite 27 Development Company, LLC in favor of Main Bank.
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10.3
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Mortgage, dated July 20, 2018, between Main Bank and Hawksite 27 Development Company, LLC.
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10.4
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Commercial Guaranty, dated July 24, 2018, made by AMREP Southwest Inc. for the benefit of Main Bank.
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