PRINCETON, N.J., May 21, 2013 /PRNewswire/ -- AMREP
Corporation (the "Company") (NYSE:AXR) expects to distribute to the
holders of its common stock, non-transferable subscription rights
(the "Rights") that will enable its shareholders to purchase an
aggregate of 1,199,242 shares of its common stock. The Rights
will be distributed to the holders of record of its common stock as
of the close of business on May 31,
2013 (the "Record Date") on the basis of one Right for each
share of its common stock. Each Right can be exercised to
purchase two-tenths (0.2) of a share for each share of its common
stock (the "Rights Offering"). The price per whole share at
which shareholders may exercise the Rights (the "Subscription
Price"), which will be determined shortly before the Rights
Offering is made, is expected to be less than the then-existing
market price of the Company's common stock when that price is
set.
The Company has filed with the Securities and Exchange
Commission a Registration Statement under the Securities Act of
1933 with respect to the Rights Offering. The Rights Offering
will be made only after the Registration Statement has become
effective, which is presently expected to occur on or about
May 23, 2013.
Shortly after the effectiveness of the Registration Statement,
the Company will mail to each shareholder as of the Record Date,
(i) a final prospectus setting forth the terms of the Rights
Offering and information about the Company (the "Final
Prospectus"), (ii) a non-transferable subscription Rights
certificate, which will evidence the shareholder's Rights and (iii)
additional information to assist the shareholder in exercising
Rights to purchase the Company's common stock. The
Subscription Price and the expiration date of the Rights will be
shown in the Final Prospectus. Shareholders should carefully
review the Final Prospectus before taking any action with respect
to the Rights Offering.
A Rights certificate entitles a holder to subscribe for the
Company's common stock at the rate of one share of common stock for
every five Rights evidenced by the subscription Rights
certificate. No fractional shares will be issued. In the
event that the number of Rights evidenced by a Rights certificate
is not divisible by five, the number of shares of common stock
issuable through that Right would be determined by dividing the
number of subscription rights by five and by then rounding that
number down to the nearest whole number. As a result, holders
of record of four or less shares of the Company's common stock
would not be entitled to purchase one share of common stock through
the Rights Offering, and the Company has no obligation to
distribute to such holders a subscription Rights certificate. If a
shareholder owns of record four or less shares of common stock and
wants to acquire the Company's common stock in the Rights Offering,
the shareholder will need to purchase one or more shares of the
Company's common stock before the Record Date in order to own at
least five shares of the Company's common stock.
Similarly, if the number of shares a shareholder owns is not
divisible by five and the shareholder does not wish to have
applicable subscription share amounts rounded down, as described
above, the shareholder may purchase a number of shares that makes
their total share ownership number divisible by five into a whole
number.
Except as described in the preceding paragraph, no action by any
shareholder is required at this time, but shareholders should be
prepared to act promptly when they receive the Final Prospectus and
subscription Rights certificate. Unless a shareholder
exercises Rights on or prior to the expiration date of the Rights
Offering, the Rights will expire and will be of no value
thereafter.
A Registration Statement relating to the Rights and the
Company's common stock issuable upon exercise of the Rights has
been filed with the Securities and Exchange Commission but has not
yet become effective. These securities may not be sold nor
may offers to buy be accepted prior to the time the Registration
Statement becomes effective. This communication shall not
constitute an offer to sell or a solicitation of an offer to buy
nor shall there be any sale of these securities in any State or
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to the registration or qualification under the
securities laws of any such State or jurisdiction.
The Final Prospectus may be obtained by contacting Registrar and
Transfer Company, the Subscription Agent for the Rights Offering,
at (800) 368-5948 or at the address below:
Registrar and Transfer Company
Attn: Reorg/Exchange Dept
P.O. Box 645
Cranford, New Jersey
07016-0645
SOURCE AMREP Corporation