PRINCETON, N.J., May 31,
2013 /PRNewswire/ -- AMREP Corporation (the "Company") (NYSE:
AXR) today announced its commencement of a rights offering (the
"Rights Offering"), which is being extended to all holders of
record of the Company's common stock (the "Common Stock") at the
close of business on May 31, 2013 (the "Record Date").
The Rights Offering will be carried out through the distribution of
non-transferable subscription rights (the "Rights") to subscribe
for and purchase shares of Common Stock, as described in the
Company's Prospectus, dated May 31, 2013 (the
"Prospectus").
Record holders of Common Stock as of the Record Date ("Record
Holders") will receive one Right for every share of Common Stock
owned of record as of the close of business on the Record
Date. Each Right allows a Record Holder to subscribe for
0.200 of a share of Common Stock (the "Basic Subscription Right")
at the cash price of $6.25 per whole
share (the "Subscription Price"). The Rights will expire, if
not exercised, by 5:00 p.m.,
New York City time, on
June 27, 2013, unless extended by the
Board of Directors of the Company (as it may be extended, the
"Expiration Date").
In the Rights Offering, the Company is offering an aggregate of
1,199,242 shares of its Common Stock (the "Underlying Shares")
pursuant to the Prospectus. Fractional shares or cash in lieu
of fractional shares will not be issued in the Rights Offering.
Fractional shares will be rounded down to the nearest whole
number.
In addition, each holder of Rights who exercises their Basic
Subscription Right in full will be eligible to subscribe (the
"Over-Subscription Privilege"), at the same Subscription Price of
$6.25 per whole share, for additional
shares of Common Stock subject to the terms and conditions set
forth in the Prospectus, in the event Underlying Shares remain
unpurchased as of the Expiration Date (the "Excess Shares").
Each holder of Rights may exercise their Over-Subscription
Privilege only if such holder exercised their Basic Subscription
Right in full. If there is not a sufficient number of Excess
Shares to satisfy all requests for subscriptions made under the
Over-Subscription Privilege, the Company will allocate the Excess
Shares pro rata, as described in the Prospectus.
Record Holders will be required to submit payment in full for
all of the shares of Common Stock they wish to buy pursuant to the
exercise of the Basic Subscription Right and the Over-Subscription
Privilege to the subscription agent, Registrar and Transfer Company
(the "Subscription Agent"), by no later than 5:00 p.m., New York
City time, on the Expiration Date.
Copies of the Prospectus and associated subscription documents
may be obtained from the Subscription Agent by calling (800)
368-5948 toll-free. You may also contact the Subscription
Agent if you have any questions on the Rights Offering or require
any assistance in exercising your Rights.
This press release does not constitute an offer to sell or
the solicitation of an offer to buy nor will there be any sale of
any securities referred to in this press release in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of such jurisdiction. The Rights Offering
will be made only by means of the Prospectus pursuant to the
requirements of the Securities Act of 1933, as amended.
SOURCE AMREP Corporation