Quarterly Report (10-q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended July 31, 2014

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________________ to ______________________

Commission File Number 1-4702

AMREP Corporation

(Exact name of Registrant as specified in its charter)

Oklahoma		59-0936128
(State or other jurisdiction of		(IRS Employer
incorporation or organization)		Identification No.)

300 Alexander Park, Suite 204, Princeton, New Jersey		08540
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (609) 716-8200

Not Applicable

(Former name or former address, if changed since last report)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No ¨

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).

Yes x No ¨

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	o	Accelerated filer	o

Non-accelerated filer	o	Smaller reporting company	x

(Do not check if a smaller reporting company)

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ¨ No x

Number of Shares of Common Stock, par value $.10 per share, outstanding at September 12, 2014 – 8,056,454.

AMREP CORPORATION AND SUBSIDIARIES

INDEX

	PAGE NO.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Consolidated Balance Sheets July 31, 2014 (Unaudited) and April 30, 2014	1

Consolidated Statements of Operations and Retained Earnings (Unaudited) Three Months Ended July 31, 2014 and 2013	2

Consolidated Statements of Cash Flows (Unaudited) Three Months Ended July 31, 2014 and 2013	3

Notes to Consolidated Financial Statements (Unaudited)	4

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	12

Item 4. Controls and Procedures	17

PART II. OTHER INFORMATION

Item 5. Other Information	18

Item 6. Exhibits	19

SIGNATURE	20

EXHIBIT INDEX	21

PART I. FINANCIAL INFORMATION

Item 1.

Financial Statements

AMREP CORPORATION AND SUBSIDIARIES

Consolidated Balance Sheets

(Amounts in thousands, except par value and share amounts)

	July 31, 2014			April 30, 2014
	(Unaudited)
ASSETS
Cash and cash equivalents	$	9,879		$	12,929
Receivables, net		22,431			43,497
Real estate inventory		71,563			71,289
Investment assets, net		10,234			10,234
Property, plant and equipment, net		22,789			23,819
Intangible and other assets, net		13,479			14,126
Taxes receivable		35			12
Deferred income taxes, net		5,383			9,042
TOTAL ASSETS	$	155,793		$	184,948

LIABILITIES AND SHAREHOLDERS’ EQUITY
LIABILITIES:
Accounts payable, net and accrued expenses	$	33,308		$	74,636
Notes payable:
Amounts due within one year		2,850			218
Amounts due beyond one year		4,154			5,245
Amounts due to related party – due beyond one year		15,099			15,141
		22,103			20,604

Other liabilities		3,058			3,058
Accrued pension cost		7,402			7,349
TOTAL LIABILITIES		65,871			105,647

SHAREHOLDERS’ EQUITY:
Common stock, $.10 par value; shares authorized – 20,000,000; shares issued – 8,281,704 at July 31, 2014 and 7,444,704 at April 30, 2014		828			744
Capital contributed in excess of par value		50,537			46,264
Retained earnings		51,947			45,683
Accumulated other comprehensive loss, net		(9,175	)		(9,175	)
Treasury stock, at cost; 225,250 shares at July 31, 2014 and April 30, 2014		(4,215	)		(4,215	)
TOTAL SHAREHOLDERS’ EQUITY		89,922			79,301
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	155,793		$	184,948

The accompanying notes to consolidated financial statements are an

integral part of these consolidated financial statements.

AMREP CORPORATION AND SUBSIDIARIES

Consolidated Statements of Operations and Retained Earnings (Unaudited)

Three Months Ended July 31, 2014 and 2013

(Amounts in thousands, except per share amounts)

	2014			2013
REVENUES:
Media Services operations	$	17,516		$	20,278
Real estate land sales		384			228
Other		28			3
		17,928			20,509
COSTS AND EXPENSES:
Real estate land sales		222			190
Operating expenses:
Media Services operations		14,537			17,728
Real estate selling expenses		60			58
Other		441			497
General and administrative:
Media Services operations		1,728			1,809
Real estate operations and corporate		828			851
Impairment of assets		925			-
Interest expense		419			465
		19,160			21,598
LOSS BEFORE OTHER INCOME		(1,232	)		(1,089	)
Other – Gain on settlement (Note 10)		11,155			-
INCOME (LOSS) BEFORE INCOME TAXES		9,923			(1,089	)
PROVISION (BENEFIT) FOR INCOME TAXES		3,659			(402	)
NET INCOME (LOSS)		6,264			(687	)

RETAINED EARNINGS, beginning of period		45,683			63,920
Issuance of common stock from treasury shares		-			(15,296	)
RETAINED EARNINGS, end of period	$	51,947		$	47,937

INCOME (LOSS) PER SHARE – BASIC AND DILUTED	$	0.82		$	(0.11	)

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING		7,599			6,374

The accompanying notes to consolidated financial statements are an

integral part of these consolidated financial statements.

AMREP CORPORATION AND SUBSIDIARIES

Consolidated Statements of Cash Flows (Unaudited)

Three Months Ended July 31, 2014 and 2013

(Amounts in thousands)

	2014			2013
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	6,264		$	(687	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Gain on settlement		(11,155	)		-
Impairment of assets		925			-
Depreciation and amortization		932			922
Non-cash credits and charges:
Provision for (recoveries of) doubtful accounts		(89	)		24
Stock-based compensation		36			-
Changes in assets and liabilities:
Receivables		(1,471	)		(4,412	)
Real estate inventory and investment assets		(274	)		173
Intangible and other assets		275			604
Accounts payable and accrued expenses		(3,273	)		(3,243	)
Taxes receivable and payable		(23	)		97
Deferred income taxes and other liabilities		3,659			(402	)
Accrued pension costs		53			80
Net cash used in operating activities		(4,141	)		(6,844	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures - property, plant and equipment		(408	)		(54	)
Net cash used in investing activities		(408	)		(54	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock, net		-			7,146
Proceeds from debt financing		2,678			7,959
Principal debt payments		(1,179	)		(54	)
Net cash provided by financing activities		1,499			15,051
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		(3,050	)		8,153
CASH AND CASH EQUIVALENTS, beginning of period		12,929			13,714
CASH AND CASH EQUIVALENTS, end of period	$	9,879		$	21,867

SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid	$	417		$	452
Income taxes paid (refunded), net	$	24		$	(97	)
Non-cash transactions:
Reduction of accounts receivable due to settlement	$	22,626		$	-
Reduction of accounts payable due to settlement	$	38,214		$	-
Issuance of common stock in settlement	$	4,274		$	-

The accompanying notes to consolidated financial statements are an

integral part of these consolidated financial statements.

AMREP CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

Three Months Ended July 31, 2014 and 2013

(1)

BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements have been prepared by AMREP Corporation (the “Company”) pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial information, and do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. The Company, through its subsidiaries, is primarily engaged in four business segments: the Subscription Fulfillment Services business operated by Palm Coast Data LLC (“Palm Coast”) and its subsidiary, FulCircle Media, LLC (“FulCircle”), the Newsstand Distribution Services business and the Product Packaging and Fulfillment Services and Staffing businesses operated by Kable Media Services, Inc. and its subsidiaries (“Kable”) (the Subscription Fulfillment Services business, the Newsstand Distribution Services business and the Product Packaging and Fulfillment Services and Staffing businesses are collectively referred to as “Media Services”) and the real estate business operated by AMREP Southwest Inc. (“AMREP Southwest”) and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

In the opinion of management, these unaudited consolidated financial statements include all adjustments, which are of a normal recurring nature, considered necessary to reflect a fair presentation of the results for the interim periods presented. The results of operations for such interim periods are not necessarily indicative of what may occur in future periods. Unless otherwise qualified, all references to 2015 and 2014 are to the fiscal years ending April 30, 2015 and 2014 and all references to the first quarter of 2015 and 2014 mean the fiscal three month periods ended July 31, 2014 and 2013.

The unaudited consolidated financial statements herein should be read in conjunction with the Company’s annual report on Form 10-K for the year ended April 30, 2014, which was filed with the SEC on July 29, 2014.

(2)

RECEIVABLES

Receivables, net consist of the following accounts receivable (in thousands):

	July 31, 2014			April 30, 2014
Media Services operations:
Subscription Fulfillment Services	$	9,242		$	11,406
Newsstand Distribution Services, net of estimated returns		12,482			31,226
Product Packaging and Fulfillment Services and Staffing		3,714			3,978
		25,438			46,610
Less allowance for doubtful accounts		(3,011	)		(3,113	)
	$	22,427		$	43,497

Real estate operations and corporate	$	4		$	-

Newsstand Distribution Services accounts receivable are net of estimated magazine returns of $41,502,000 and $70,437,000 at July 31, 2014 and April 30, 2014.

During the first quarter of 2015, the Company and its indirect subsidiaries, Kable Distribution Services, Inc. (“Kable Distribution”) and Palm Coast, entered into a settlement agreement (the “Settlement Agreement”) with a significant customer resulting in a significant reduction of accounts receivable of Newsstand Distribution Services. See further detail regarding the Settlement Agreement in Note 10.

(3)

PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment, net consist of the following (in thousands):

	July 31,			April 30,
	2014			2014
Land, buildings and improvements	$	27,364		$	27,935
Furniture and equipment		24,028			23,952
		51,392			51,887
Less accumulated depreciation		(28,603	)		(28,068	)
	$	22,789		$	23,819

The Company recorded an impairment charge of $925,000 related to certain assets of the Fulfillment Services business during the quarter ended July 31, 2014. See Note 11 for further detail.

(4)

INTANGIBLE AND OTHER ASSETS

Intangible and other assets, net consist of the following (in thousands):

	July 31, 2014				April 30, 2014
	Cost		Accumulated Amortization		Cost		Accumulated Amortization

Deferred order entry costs	$	1,089	$	-	$	1,168	$	-
Prepaid expenses		4,178		-		4,365		-
Customer contracts and relationships		16,986		9,695		16,986		9,342
Other		1,170		249		1,183		234
	$	23,423	$	9,944	$	23,702	$	9,576

Deferred order entry costs represent costs incurred in connection with the data entry of customer subscription information to database files and are charged directly to operations generally over a twelve month period. Customer contracts and relationships are amortized on a straight line basis over twelve years.

(5)

ACCOUNTS PAYABLE, NET AND ACCRUED EXPENSES

Accounts payable, net and accrued expenses consist of the following (in thousands):

	July 31,		April 30,
	2014		2014
Media Services operations:
Subscription Fulfillment Services	$	9,175	$	10,692
Newsstand Distribution Services, net of estimated returns		21,568		60,696
Product Packaging and Fulfillment Services and Staffing		1,010		1,502
		31,753		72,890

Real estate operations and corporate		1,555		1,746
	$	33,308	$	74,636

The July 31, 2014 accounts payable, net and accrued expenses total includes net publisher payables of $19,744,000, customer postage deposits of $5,004,000, accrued expenses of $2,588,000, trade payables of $1,657,000 and other of $4,315,000. The April 30, 2014 accounts payable, net and accrued expenses total includes net publisher payables of $53,506,000, customer postage deposits of $5,708,000, accrued expenses of $6,840,000, trade payables of $3,242,000 and other of $5,340,000.

Accounts payable of Newsstand Distribution Services, which is operated through Kable Distribution, are net of estimated magazine returns of $38,545,000 and $67,088,000 at July 31, 2014 and April 30, 2014.

Kable Distribution had negative working capital of approximately $10,273,000 at July 31, 2014 and had outstanding borrowings of $2,115,000 at July 31, 2014 under a revolving credit facility between the Company’s Media Services businesses and a bank (the “Media Services Credit Facility”). The negative working capital of Kable Distribution represents the net payment obligation due to publisher clients and other third parties, which amount will vary from period to period based on the level of magazine distribution. The negative working capital of Kable Distribution is calculated by deducting (a) the sum of the cash held by Kable Distribution plus the accounts receivable (net of estimated magazine returns to Kable Distribution) owed to Kable Distribution from wholesalers, retailers and other third parties from (b) the accounts payable (net of estimated magazine returns to publishers) and accrued expenses owed by Kable Distribution to publisher clients and other third parties.

(6)

NOTES PAYABLE

Notes payable consist of the following (in thousands):

	July 31, 2014		April 30, 2014
Credit facilities:
Media Services operations	$	2,629	$	1,059
Real estate operations		15,099		15,141
Other notes payable		4,375		4,404
	$	22,103	$	20,604

Media Services Credit Facility

The Media Services Credit Facility provides the Media Services business with a revolving credit loan and letter of credit facility of up to $15,000,000 that matures on May 12, 2015. At July 31, 2014, the borrowing availability under the Media Services Credit Facility was $11,074,000, and there was $2,629,000 outstanding against this availability. The highest amount borrowed during the first quarter of 2015 was $3,198,000 and the interest rate at July 31, 2014 was 3.16%. The borrowers’ obligations under the Media Services Credit Facility are secured by substantially all of their assets other than real property.

Real Estate Loan

AMREP Southwest has a loan with a company owned by Nicholas G. Karabots, a significant shareholder of the Company and in which another director of the Company has a 20% participation. The loan had an outstanding principal amount of $15,099,000 at July 31, 2014, is scheduled to mature on December 1, 2017, bears interest payable monthly at 8.5% per annum, and is secured by a mortgage on all real property of AMREP Southwest in Rio Rancho and by a pledge of the stock of its subsidiary, Outer Rim Investments, Inc. The total book value of the real property collateralizing the loan was approximately $69,119,000 as of July 31, 2014. No payments of principal are required until maturity, except that the following amounts are required to be applied to the payment of the loan: (a) 25% of the net proceeds from any sales of real property by AMREP Southwest and (b) 25% of any royalty payments received by AMREP Southwest under the Oil and Gas Lease discussed in Note 12.

Other Notes Payable

Other notes payable consist of a mortgage note payable with an outstanding principal balance of $4,178,000 on a warehouse with a maturity date of February 2018 and an interest rate of 6.35%, and $197,000 of an asset financing loan with a maturity date of December 2015 and an interest rate of 9.0%. The amount of Other notes payable due within one year totals $221,000.

(7)

FAIR VALUE MEASUREMENTS

The Financial Instruments Topic of the Financial Accounting Standards Board Accounting Standards Codification requires disclosure of fair value information about financial instruments, whether or not recognized in the balance sheet, for which it is practicable to estimate that value. The Topic excludes all nonfinancial instruments from its disclosure requirements. Accordingly, the aggregate fair value amounts presented do not represent the underlying value of the Company. The following methods and assumptions are used in estimating fair value disclosure for financial instruments. The carrying amounts of cash and cash equivalents, trade receivables and trade payables approximate fair value because of the short maturity of these financial instruments. Debt that bears variable interest rates indexed to prime or LIBOR also approximates fair value as it re-prices when market interest rates change.

At July 31, 2014 and April 30, 2014, the estimated fair values of the Company’s long-term, fixed-rate notes payable were $17,758,000 and $17,739,000 compared with carrying amounts of $19,474,000 and $19,545,000.

(8)

BENEFIT PLANS

Retirement plan

The Company has a defined benefit retirement plan for which accumulated benefits were frozen and future service credits were curtailed as of March 1, 2004. The Company has secured $5,019,000 of accrued pension-related obligations with first lien mortgages on certain real property in favor of the Pension Benefit Guaranty Corporation (the “PBGC”). On an annual basis, the Company is required to provide updated appraisals on each mortgaged property and, if the appraised value of the mortgaged properties is less than two times the amount of the accrued pension-related obligations secured by the mortgages, the Company is required to make a payment to its pension plan in an amount equal to one-half of the amount of the shortfall. During the first quarter of 2015, there was no change in the appraised value of the mortgaged property that required the Company to make any additional payments to its pension plan.

Equity compensation plan

In 2006, the board of directors of the Company adopted and the shareholders approved the AMREP Corporation 2006 Equity Compensation Plan (the “Equity Plan”) that provides for the issuance of up to 400,000 shares of common stock of the Company to employees of the Company and its subsidiaries and non-employee members of the board of directors of the Company pursuant to incentive stock options, nonqualified stock options, stock appreciation rights, stock awards, stock units and other stock-based awards.

During the first quarter of 2015, the board of directors of the Company issued to employees 12,000 shares of restricted common stock under the Equity Plan (“restricted shares”). The restricted shares vest in equal 4,000 share installments on July 8, 2015, 2016 and 2017 and are expected to vest assuming a zero forfeiture rate over the vesting term. Shares of restricted common stock that are issued under the Equity Plan are considered to be issued and outstanding as of the grant date and have the same dividend and voting rights as other common stock. Compensation expense related to the restricted shares is recognized over the vesting period based on the fair value of the shares as of the date of grant. The fair value of the restricted shares is determined based on the trading price of the shares of the Company’s common stock on the date of grant, which was $6.90 per share for the 12,000 shares awarded, or an aggregate grant date fair value of $83,000 which will be charged to expense over the vesting term.

No shares of common stock issued under the Equity Plan vested during the first quarter of 2015. For the first quarter of 2015, the Company recognized $36,000 of compensation expense related to all shares of common stock issued under the Equity Plan. As of July 31, 2014, there was $167,000 of total unrecognized compensation expense related to shares of common stock issued under the Equity Plan, which is expected to be recognized over the remaining vesting term.

(9)

SHAREHOLDERS’ EQUITY

During the first quarter of 2015, the Company and its indirect subsidiaries, Kable Distribution and Palm Coast, entered into the Settlement Agreement with a significant customer resulting in the issuance by the Company to that customer of 825,000 shares of its common stock. See further detail regarding the Settlement Agreement in Note 10. As a result of the issuance of these shares, the Company increased its common stock account by $83,000 and its contributed capital account by $4,191,000.

(10)

GAIN FROM SETTLEMENT

Kable Distribution and Bauer were parties to an ordinary course of business contract pursuant to which Kable Distribution distributed certain magazines of Bauer in return for a commission. Palm Coast and Bauer are parties to an ordinary course of business contract pursuant to which Palm Coast provides certain fulfillment services to Bauer in return for service fees. During the first quarter of 2014, Kable Distribution received notice that its ordinary course of business contract with Bauer, which provided Kable Distribution with a substantial amount of negative working capital liquidity, would not be renewed upon its scheduled expiration in June 2014. See further detail regarding the negative working capital of Kable Distribution in Note 5.

Pursuant to the Settlement Agreement, Kable Distribution agreed to eliminate the commission paid by Bauer to Kable Distribution for distribution services through expiration of the contract period at June 30, 2014 and to amend the payment procedures with respect to amounts received by Kable Distribution from wholesalers or retailers relating to the domestic sale by Kable Distribution of Bauer magazines to such wholesalers or retailers; Palm Coast agreed to reduce certain fees charged to Bauer for fulfillment services, with Bauer agreeing to extend the term of its fulfillment agreement to at least December 31, 2018; and the Company agreed to issue to Bauer 825,000 shares of common stock of the Company, with a fair market value of $4,274,000 and which represented approximately 10.3% of the outstanding shares of common stock of the Company following such issuance, with Bauer agreeing to not sell or transfer such shares for a period of six months. In return for such consideration, Bauer released all claims it may have had against each of Kable Distribution, Palm Coast, the Company and its related persons, other than the obligations of Kable Distribution, Palm Coast and the Company under the Settlement Agreement, the future obligations of Kable Distribution under its distribution agreement as amended by the Settlement Agreement and the future obligations of Palm Coast under its fulfillment agreement as amended by the Settlement Agreement. In particular, the Settlement Agreement transferred to Bauer all amounts and accounts receivable owing from wholesalers to Kable Distribution relating to the domestic sale by Kable Distribution of Bauer magazines ($22,626,000) and released Kable Distribution from having to pay the accounts payable owed to Bauer relating to the domestic sale by Kable Distribution of Bauer magazines other than to the extent amounts had been received by Kable Distribution or Bauer on or after May 14, 2014 from wholesalers or retailers relating to the domestic sale by Kable Distribution of Bauer magazines to such wholesalers or retailers ($38,214,000). After considering the value of the various components of the Settlement Agreement, Kable Distribution recorded a gain of $11,155,000 during the first quarter of 2015.

(11)

IMPAIRMENT OF ASSETS

During the first quarter of 2015, the Company’s Subscription Fulfillment Services business recognized a $925,000 impairment charge relating to the discontinuance of the development of certain software. The impairment charge included previously capitalized software costs, internal labor costs and third party consulting costs.

(12)

SUBSEQUENT EVENT

On September 8, 2014, AMREP Southwest and one of its subsidiaries (collectively, “ASW”) entered into an Oil and Gas Lease and the Addendum thereto (collectively, the “Lease”) with Thrust Energy, Inc. and Cebolla Roja, LLC (collectively, the “Lessee”).

Pursuant to the Lease, ASW leased to Lessee all minerals and mineral rights owned by ASW or for which ASW has executive rights in and under approximately 55,000 surface acres of land in Sandoval County, New Mexico (the “Leased Premises”) for the purpose of exploring for, developing, producing and marketing oil and gas. As partial consideration for entering into the Lease, the Lessee paid approximately $1,010,000 to ASW. The Lease will be in force for an initial term of four years and for as long thereafter as oil or gas is produced and marketed in paying quantities from the Leased Premises or for additional limited periods of time if Lessee undertakes certain operations or makes certain de minimis shut-in royalty payments. In addition, Lessee may extend the initial term of the Lease for an additional four years by paying ASW another payment of approximately $1,010,000. The Lease does not require Lessee to drill any oil or gas wells.

Lessee has agreed to pay ASW a royalty on oil and gas produced from the Leased Premises of 1/7th of the gross proceeds received by Lessee from the sale of such oil and gas to an unaffiliated third party of Lessee or 1/7th of the market value of the oil and gas if sold to an affiliate of Lessee. ASW’s royalty will be charged with 1/7th of any expenses to place the oil and gas, if any, in marketable condition after it is brought to the surface. Amounts payable under the Lease will not be reduced by any payments made to other holders of mineral rights or other production royalty payment interests in the Leased Premises, other than payments pursuant to rights granted by ASW in deeds transferring portions of the Leased Premises to third parties, primarily in the 1960s and 1970s. ASW and Lessee may assign, in whole or in part, their interests in the Lease. The oil and gas from ASW’s mineral rights will not be pooled or unitized with any other oil and gas except as required by law. Lessee has assumed all risks and liabilities in connection with Lessee’s activities under the Lease and agreed to indemnify ASW with respect thereto.

In addition, on September 8, 2014, AMREP Southwest entered into a Consent Agreement (the “Consent Agreement”) with the mortgage holder on certain portions of the Leased Premises, pursuant to which the mortgage holder provided its consent to AMREP Southwest entering into the Lease and agreed to enter into a subordination, non-disturbance and attornment agreement with Lessee. Pursuant to the Consent Agreement, AMREP Southwest agreed to pay the mortgage holder (a) 25% of any royalty payments received by AMREP Southwest under the Lease with respect to oil and gas produced from the Leased Premises, which will be credited against any outstanding loan amounts due to the mortgage holder from AMREP Southwest, and such payments will cease upon payment in full of such outstanding loan amounts and (b) a separate consent fee of $100,000, which will not be credited against the outstanding loan amounts due to the mortgage holder from AMREP Southwest.

(13)

INFORMATION ABOUT THE COMPANY’S OPERATIONS IN DIFFERENT INDUSTRY SEGMENTS

The following tables set forth summarized data relative to the industry segments in which the Company operated for the three month periods ended July 31, 2014 and 2013 (in thousands):

	Subscription Fulfillment Services			Newsstand Distribution Services			Product Services and Staffing			Real Estate Operations			Corporate and Other			Consolidated
Three months ended July 31, 2014 (a):
Revenues	$	11,945		$	1,347		$	4,224		$	484		$	(72	)	$	17,928

Net income (loss)		(350	)		6,737			172			(754	)		459			6,264
Provision (benefit) for income taxes		(187	)		3,954			101			(454	)		245			3,659
Interest expense (income), net		175			26			1			695			(478	)		419
Depreciation and amortization		767			51			55			23			36			932
Gain on settlement		-			(11,155	)		-			-			-			(11,155	)
Impairment of assets		925			-			-			-			-			925
EBITDA (b)	$	1,330		$	(387	)	$	329		$	(490	)	$	262		$	1,044

Total assets	$	46,775		$	10,900		$	5,620		$	87,358		$	5,140		$	155,793
Total liabilities	$	33,574		$	29,803		$	1,244		$	43,644		$	(42,394	)	$	65,871
Capital expenditures	$	377		$	6		$	25		$	-		$	-		$	408

Three months ended July 31, 2013 (a):
Revenues	$	13,993		$	1,985		$	4,300		$	301		$	(70	)	$	20,509

Net income (loss)		(346	)		(64	)		194			(911	)		440			(687	)
Provision (benefit) for income taxes		(202	)		(17	)		113			(535	)		239			(402	)
Interest expense (income), net		187			26			(1	)		678			(425	)		465
Depreciation and amortization		757			51			57			21			36			922
EBITDA (b)	$	396		$	(4	)	$	363		$	(747	)	$	290		$	298

Total assets	$	52,477		$	52,698		$	4,563		$	88,255		$	9,077		$	207,070
Total liabilities	$	36,429		$	80,718		$	1,484		$	41,927		$	(32,487	)	$	128,071
Capital expenditures	$	35		$	13		$	6		$	-		$	-		$	54

(a)

Revenue information provided for each segment includes amounts grouped as Other in the accompanying consolidated statements of operations. Corporate and Other is net of intercompany eliminations.

(b)

The Company uses EBITDA (which the Company defines as income before net interest expense, income taxes, depreciation and amortization, and non-cash gain on settlement and impairment charges) in addition to net income (loss) as a key measure of profit or loss for segment performance and evaluation purposes.

During the third quarter of 2014, the Company determined that, based on the characterization of certain transactions that occurred in prior periods, no intersegment interest income or expense relating to such transactions would be appropriate. As a result, the intersegment interest income and expense relating to such transactions has been removed from the presentation above for the first quarter of 2014 and there was no effect on the reported EBITDA, which the Company uses as a key measure for segment performance and evaluation purposes.

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

INTRODUCTION

The Company, through its subsidiaries, is primarily engaged in four business segments: the Subscription Fulfillment Services business operated by Palm Coast Data LLC (“Palm Coast”) and its subsidiary, FulCircle Media, LLC (“FulCircle”), the Newsstand Distribution Services business and the Product Packaging and Fulfillment Services and Staffing businesses operated by Kable Media Services, Inc. and its subsidiaries (“Kable”) (the Subscription Fulfillment Services business, the Newsstand Distribution Services business and the Product Packaging and Fulfillment Services and Staffing businesses are collectively referred to as “Media Services”) and the real estate business operated by AMREP Southwest Inc. (“AMREP Southwest”) and its subsidiaries. The Company’s foreign sales and activities are not significant.

The following provides information that management believes is relevant to an assessment and understanding of the Company’s consolidated results of operations and financial condition. The information contained in this section should be read in conjunction with the unaudited consolidated financial statements and related notes thereto appearing elsewhere in this quarterly report on Form 10-Q and with the Company’s annual report on Form 10-K for the year ended April 30, 2014, which was filed with the Securities and Exchange Commission on July 29, 2014 (the “2014 Form 10-K”). Many of the amounts and percentages presented in this section have been rounded for convenience of presentation. Unless otherwise qualified, all references to 2015 and 2014 are to the fiscal years ending April 30, 2015 and 2014 and all references to the first quarter of 2015 and 2014 mean the fiscal three month periods ended July 31, 2014 and 2013.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Management’s discussion and analysis of financial condition and results of operations is based on the accounting policies used and disclosed in the 2014 consolidated financial statements and accompanying notes that were prepared in accordance with accounting principles generally accepted in the United States of America and included as part of the 2014 Form 10-K. The preparation of those consolidated financial statements required management to make estimates and assumptions that affected the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual amounts or results could differ from those estimates.

The critical accounting policies, assumptions and estimates are described in Part II, “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, Critical Accounting Policies and Estimates” in the 2014 Form 10-K. There have been no changes in these accounting policies.

The significant accounting policies of the Company are described in Note 1 to the consolidated financial statements contained in the 2014 Form 10-K. Information concerning the Company’s implementation and the impact of recent accounting standards issued by the Financial Accounting Standards Board is included in the notes to the consolidated financial statements contained in the 2014 Form 10-K. The Company did not adopt any accounting policy in the first quarter of 2015 that had a material impact on its consolidated financial statements.

RESULTS OF OPERATIONS

For the first quarter of 2015, the Company recorded net income of $6,264,000, or $0.82 per share, compared to a net loss of $687,000, or $0.11 per share, in the first quarter of 2014. The results for the first quarter of 2015 included a non-cash pre-tax gain on a settlement agreement with a significant customer of $11,155,000 ($7,028,000 after tax, or $0.92 per share) offset in part by a non-cash impairment charge of $925,000 ($583,000 after tax, or $0.08 per share), reflecting the discontinuance of the development of certain software in the Company’s Subscription Fulfillment Services business. Revenues were $17,928,000 in the first quarter of 2015 compared to $20,509,000 for the same period in the prior year.

Revenues from the Company’s Media Services operations decreased from $20,278,000 for the first quarter of 2014 to $17,516,000 for the same period in 2015. Magazine publishers are the principal customers of these operations, and these customers have continued to be negatively impacted by increased competition from new media sources, alternative technologies for the distribution, storage and consumption of media content, weakness in advertising revenues, increases in paper costs, printing costs and postal rates and weakness in the U.S. economy. The result has been reduced subscription and newsstand magazine sales, which has caused publishers to close some magazine titles, change subscription fulfillment providers or newsstand distribution providers and seek more favorable terms from Palm Coast and Kable and their competitors when contracts are up for bid or renewal. As a consequence of these and other factors, revenues from Subscription Fulfillment Services operations decreased from $13,993,000 for the first quarter of 2014 to $11,945,000 for the same period of 2015, while revenues from Newsstand Distribution Services operations decreased from $1,985,000 for the first quarter of 2014 to $1,347,000 for the same period of 2015. Revenues from Product Packaging and Fulfillment Services and Staffing operations decreased from $4,300,000 for the first quarter of 2014 to $4,224,000 for the same period in 2015, due primarily to decreased revenues in the temporary staffing business. Media Services operating expenses decreased by $3,191,000, from $17,728,000 for the first quarter of 2014 (87.4% of Media Services revenues) to $14,537,000 for the first quarter of 2015 (83.0% of Media Services revenues), primarily attributable to lower (i) payroll and benefits ($1,667,000), (ii) supplies expense ($639,000), (iii) facilities and equipment expense ($307,000) and (iv) consulting costs ($198,000).

Revenues from land sales at AMREP Southwest and its subsidiaries were $384,000 for the first quarter of 2015 compared to $228,000 for the same period of 2014. For the first quarter of 2015 and 2014, the Company’s land sales in Rio Rancho were as follows:

	Three Months Ended July 31,
	2014						2013
	Acres Sold		Revenues (in 000s)		Revenues Per Acre (in 000s)		Acres Sold		Revenues (in 000s)		Revenues Per Acre (in 000s)

Developed
Residential		0.5	$	172	$	344		0.6	$	180	$	300
Commercial		0.8		212		265		-		-		-
Total Developed		1.3		384		295		0.6		180		300
Undeveloped		-		-		-		4.6		48		10
Total		1.3	$	384	$	295		5.2	$	228	$	44

Results for the first quarter of 2015 and 2014 were substantially lower than the Company experienced prior to fiscal 2009 in its principal market of Rio Rancho, New Mexico, due to the severe decline in the real estate market in the greater Albuquerque-metro and Rio Rancho areas that began late in fiscal 2008. The average gross profit percentage on land sales was 42% for the first quarter of 2015 and 17% for the first quarter of 2014. As a result of many factors, including the nature and timing of specific transactions and the type and location of land being sold, revenues, average selling prices and related average gross profits from land sales can vary significantly from period to period and prior results are not necessarily a good indication of what may occur in future periods.

General and administrative expenses of Media Services operations were $1,728,000 for the first quarter of 2015 (9.9% of Media Services revenues), or a decrease of $81,000 compared to $1,809,000 for the first quarter of 2014 (8.9% of Media Services revenues), primarily due to reduced payroll and benefit costs ($191,000) and consulting costs ($134,000), which were partially offset by increased legal expenses ($197,000) and equipment costs ($63,000). Real estate operations and corporate general and administrative expenses decreased $23,000 in the first quarter of 2015 compared to the same period in 2014.

The Company’s effective tax rate was 36.9% for the first quarter of both 2015 and 2014. The total tax effect of gross unrecognized tax benefits in the accompanying financial statements at both July 31, 2014 and April 30, 2014 was $58,000, which, if recognized, would have an impact on the effective tax rate. The Company believes it is reasonably possible that the liability for unrecognized tax benefits will not change in the next twelve months.

LIQUIDITY AND CAPITAL RESOURCES

The Company’s primary sources of funding for working capital requirements are cash flow from operations, a revolving credit facility between the Company’s Media Services businesses and a bank (the “Media Services Credit Facility”) and working capital made available to the Company by the terms of customer contracts. The Company’s liquidity is affected by many factors, including some that are based on normal operations and some that are related to the industries in which the Company operates and the economy generally. Except as described below, there have been no material changes to the Company’s liquidity and capital resources as reflected in the Liquidity and Capital Resources section of Management’s Discussion and Analysis of Financial Condition and Results of Operations in the 2014 Form 10-K.

Gain From Settlement

Pursuant to the Settlement Agreement, Kable Distribution agreed to eliminate the commission paid by Bauer to Kable Distribution for distribution services through expiration of the contract period at June 30, 2014 and to amend the payment procedures with respect to amounts received by Kable Distribution from wholesalers or retailers relating to the domestic sale by Kable Distribution of Bauer magazines to such wholesalers or retailers; Palm Coast agreed to reduce certain fees charged to Bauer for fulfillment services, with Bauer agreeing to extend the term of its fulfillment agreement to at least December 31, 2018; and the Company agreed to issue to Bauer 825,000 shares of common stock of the Company, which represented approximately 10.3% of the outstanding shares of common stock of the Company following such issuance, with Bauer agreeing to not sell or transfer such shares for a period of six months. In return for such consideration, Bauer released all claims it may have had against each of Kable Distribution, Palm Coast, the Company and its related persons, other than the obligations of Kable Distribution, Palm Coast and the Company under the Settlement Agreement, the future obligations of Kable Distribution under its distribution agreement as amended by the Settlement Agreement and the future obligations of Palm Coast under its fulfillment agreement as amended by the Settlement Agreement. In particular, the Settlement Agreement transferred to Bauer all amounts and accounts receivable owing from wholesalers to Kable Distribution relating to the domestic sale by Kable Distribution of Bauer magazines ($22,626,000) and released Kable Distribution from having to pay the accounts payable owed to Bauer relating to the domestic sale by Kable Distribution of Bauer magazines other than to the extent amounts had been received by Kable Distribution or Bauer on or after May 14, 2014 from wholesalers or retailers relating to the domestic sale by Kable Distribution of Bauer magazines to such wholesalers or retailers ($38,214,000). After considering the value of the various components of the Settlement Agreement, Kable Distribution recorded a gain of $11,155,000 during the first quarter of 2015.

Media Services

The Company’s Newsstand Distribution Services business, which is operated through Kable Distribution, had negative working capital of approximately $10,273,000 at July 31, 2014 and had outstanding borrowings of $2,115,000 at July 31, 2014 under the Media Services Credit Facility. The negative working capital of Kable Distribution represents the net payment obligation due to publisher clients and other third parties, which amount will vary from period to period based on the level of magazine distribution. The negative working capital of Kable Distribution is calculated by deducting (a) the sum of the cash held by Kable Distribution plus the accounts receivable (net of estimated magazine returns to Kable Distribution) owed to Kable Distribution from wholesalers, retailers and other third parties from (b) the accounts payable (net of estimated magazine returns to publishers) and accrued expenses owed by Kable Distribution to publisher clients and other third parties. During the first quarter of 2015, the Company and its indirect subsidiaries, Kable Distribution and Palm Coast, entered into the Settlement Agreement with a significant customer, which significantly contributed to the reduction of negative working capital and outstanding borrowings at Kable Distribution from approximately $27,863,000 at April 30, 2014 to approximately $12,388,000 at July 31, 2014.

Equity Issuance

During the first quarter of 2015, the Company and its indirect subsidiaries, Kable Distribution and Palm Coast, entered into the Settlement Agreement with a significant customer resulting in the issuance by the Company of 825,000 shares of its common stock. As a result of the issuance of these shares, the Company increased its common stock account by $83,000 and its contributed capital account by $4,191,000.

Operating Activities

Receivables, net decreased from $43,497,000 at April 30, 2014 to $22,431,000 at July 31, 2014 and accounts payable, net and accrued expenses decreased from $74,636,000 at April 30, 2014 to $33,308,000 at July 31, 2014, primarily due to the Settlement Agreement.

Real estate inventory increased from $71,289,000 at April 30, 2014 to $71,563,000 at July 31, 2014.

Investing Activities

Capital expenditures increased from $54,000 for the first quarter of 2014 to $408,000 for the same period in 2015, primarily for the Media Services business.

Financing Activities

The Media Services Credit Facility provides the Media Services businesses with a revolving credit loan and letter of credit facility of up to $15,000,000 that matures on May 12, 2015. At July 31, 2014, the borrowing availability under the Media Services Credit Facility was $11,074,000, and there was $2,629,000 outstanding against this availability. The highest amount borrowed during the first quarter of 2015 was $3,198,000 and the interest rate at July 31, 2014 was 3.16%. The borrowers’ obligations under the Media Services Credit Facility are secured by substantially all of their assets other than real property.

At July 31, 2014, the borrowers under both the Media Services Credit Facility and the AMREP Southwest loan were in compliance with the covenants of each facility.

Future Payments Under Contractual Obligations

The Company is obligated to make future payments under various contracts, including its debt agreements and lease agreements, and is subject to certain other commitments and contingencies. The table below summarizes significant contractual cash obligations as of July 31, 2014 for the items indicated (in thousands):

Contractual Obligations	Total		Less than 1 year		1 – 3 years		3 – 5 years		More than 5 years

Notes payable	$	22,103	$	2,849	$	366	$	18,888	$	-
Operating leases		1,767		1,025		742		-		-
Other		2,745		2,687		58		-		-
Total	$	26,615	$	6,561	$	1,166	$	18,888	$	-

Other in the above table includes $2,527,000 for the possible required return of grant monies received from the State of Florida.

In addition to the items included in the table, Kable Distribution had negative working capital of approximately $10,273,000 at July 31, 2014. For further details regarding the negative working capital, see Note 5 in the footnotes that accompany the financial statements included in this Form 10-Q.

Any additional future defined benefit pension plan contributions necessary to satisfy the minimum statutory funding requirements are not included in the table and are dependent upon various factors, including actual plan asset investment returns and discount rates applied.

Refer to the notes to the consolidated financial statements included in this quarterly report on Form 10-Q and in the 2014 Form 10-K for additional information on long-term debt, other liabilities, pension contributions, taxes, commitments and contingencies.

Statement of Forward-Looking Information

The Private Securities Litigation Reform Act of 1995 (the “Act”) provides a safe harbor for forward-looking statements made by or on behalf of the Company. The Company and its representatives may from time to time make written or oral statements that are “forward-looking”, including statements contained in this report and other filings with the Securities and Exchange Commission, reports to the Company’s shareholders and news releases. All statements that express expectations, estimates, forecasts or projections are forward-looking statements within the meaning of the Act. In addition, other written or oral statements, which constitute forward-looking statements, may be made by or on behalf of the Company. Words such as “expects”, “anticipates”, “intends”, “plans”, “believes”, “seeks”, “estimates”, “projects”, “forecasts”, “may”, “should”, variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and contingencies that are difficult to predict. All forward-looking statements speak only as of the date of this report or, in the case of any document incorporated by reference, the date of that document. All subsequent written and oral forward-looking statements attributable to the Company or any person acting on behalf of the Company are qualified by the cautionary statements in this section. Many of the factors that will determine the Company’s future results are beyond the ability of management to control or predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in or suggested by such forward-looking statements.

The Company undertakes no obligation to update or publicly release any revisions to forward-looking statements to reflect events, circumstances or changes in expectations after the date of such forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company’s management, with the participation of the Company’s chief financial officer and the other persons whose certifications accompany this quarterly report, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this report. As a result of such evaluation, the chief financial officer and such other persons have concluded that such disclosure controls and procedures are effective to provide reasonable assurance that the information required to be disclosed in the reports the Company files or submits under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and (ii) accumulated and communicated to the Company’s management, including its chief financial officer and such other persons, as appropriate to allow timely decisions regarding disclosure. The Company believes that a control system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the control system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

Changes in Internal Control over Financial Reporting

No change in the Company’s system of internal control over financial reporting occurred during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, internal control over financial reporting.

PART II. OTHER INFORMATION

Item 5. Other Information

The following disclosure would otherwise be filed on Form 8-K under Item 5.02:

Effective as of September 10, 2014, Christopher V. Vitale was appointed as Executive Vice President, Chief Administrative Officer and General Counsel of the Company. In connection with his appointment, Mr. Vitale’s annual base salary was increased to $235,000.

Prior to being appointed Executive Vice President, Chief Administrative Officer and General Counsel of the Company, Mr. Vitale, age 38, had been Vice President and General Counsel of the Company since March 2013. From April 2012 to March 2013, he was Vice President, Legal at Franklin Square Holdings, L.P. and from August 2011 to March 2012, he was Assistant Vice President, Legal at Franklin Square Holdings, L.P., a national sponsor and distributor of investment products, where he was responsible for securities matters, corporate governance and general corporate matters. From March 2011 to July 2011, Mr. Vitale was the Chief Administrative Officer at WorldGate Communications, Inc. (“WorldGate”), and from April 2009 to July 2011 he was Senior Vice President, General Counsel and Secretary at WorldGate, a provider of digital voice and video phone services and video phones. In 2012, WorldGate filed a voluntary petition for relief under Chapter 7 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware. Prior to joining WorldGate, Mr. Vitale was an attorney with the law firms of Morgan, Lewis & Bockius LLP and Sullivan & Cromwell LLP.

The following disclosure would otherwise be filed on Form 8-K under Item 5.07:

The 2014 Annual Meeting of Shareholders of the Company was held on September 10, 2014. At the meeting, shareholders holding an aggregate of 5,171,746 shares of common stock, par value $.10, of the Company out of a total of 8,056,454 shares outstanding and entitled to vote, were present in person or represented by proxy.

At the meeting, Theodore J. Gaasche and Albert V. Russo were reelected directors of the Company in Class III by the final votes set forth opposite their names, to hold office until the 2017 Annual Meeting of Shareholders and until their successors are elected and qualified:

	Votes For		Votes Withheld		Broker Non- Votes
Theodore J. Gaasche		4,751,697		420,049		0
Albert V. Russo		3,738,636		1,433,110		0

In addition, the following proposal was voted on and approved at the meeting:

Proposal		Votes For				Votes Against				Abstentions				Broker Non- Votes
Advisory vote on the compensation paid to the Company’s named executive officers			2,659,313				2,135,935				376,498				0

Item 6. Exhibits

Exhibit No.		Description
10.1		Second Amendment, dated as of June 27, 2014, to Amended and Restated Distribution Agreement, dated as of June 27, 2014, between Kappa Publishing Group, Inc. and Kable Distribution Services, Inc. (Incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed July 1, 2014).

10.2^(b)		Incentive compensation plan for Michael P. Duloc for fiscal 2014.

10.3^(a)(c)		Settlement Agreement, dated June 11, 2014, by and among Heinrich Bauer (USA) LLC, Kable Distribution Services, Inc., Palm Coast Data LLC and AMREP Corporation.

31.1		Certification required by Rule 13a-14(a) under the Securities Exchange Act of 1934.

31.2		Certification required by Rule 13a-14(a) under the Securities Exchange Act of 1934.

31.3		Certification required by Rule 13a-14(a) under the Securities Exchange Act of 1934.

32		Certification required pursuant to 18 U.S.C. Section 1350.

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema

101.CAL		XBRL Taxonomy Extension Calculation Linkbase

101.DEF		XBRL Taxonomy Extension Definition Linkbase

101.LAB		XBRL Taxonomy Extension Label Linkbase

101.PRE		XBRL Taxonomy Extension Presentation Linkbase

______________________________

(a) Portions of this exhibit have been omitted pursuant to a request for confidential treatment under Rule 24b-2 under the Securities Exchange Act of 1934.

(b) Management contract or compensatory plan or arrangement in which directors or officers participate.

SIGNATURE

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 thereunto duly authorized.

Date: September 15, 2014	AMREP CORPORATION
	(Registrant)

	By:	/s/ Peter M. Pizza
		Peter M. Pizza
		Vice President and Chief Financial Officer
		(Principal Financial and Accounting Officer)

EXHIBIT INDEX

Exhibit No.		Description
10.1		Second Amendment, dated as of June 27, 2014, to Amended and Restated Distribution Agreement, dated as of June 27, 2014, between Kappa Publishing Group, Inc. and Kable Distribution Services, Inc. (Incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed July 1, 2014).

10.2^(b)		Incentive compensation plan for Michael P. Duloc for fiscal 2014.

10.3^(a)(c)		Settlement Agreement, dated June 11, 2014, by and among Heinrich Bauer (USA) LLC, Kable Distribution Services, Inc., Palm Coast Data LLC and AMREP Corporation.

31.1		Certification required by Rule 13a-14(a) under the Securities Exchange Act of 1934.

31.2		Certification required by Rule 13a-14(a) under the Securities Exchange Act of 1934.

31.3		Certification required by Rule 13a-14(a) under the Securities Exchange Act of 1934.

32		Certification required pursuant to 18 U.S.C. Section 1350.

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema

101.CAL		XBRL Taxonomy Extension Calculation Linkbase

101.DEF		XBRL Taxonomy Extension Definition Linkbase

101.LAB		XBRL Taxonomy Extension Label Linkbase

101.PRE		XBRL Taxonomy Extension Presentation Linkbase

______________________________

(a) Portions of this exhibit have been omitted pursuant to a request for confidential treatment under Rule 24b-2 under the Securities Exchange Act of 1934.

(b) Management contract or compensatory plan or arrangement in which directors or officers participate.

EXHIBIT 10.2

AMREP CORPORATION

Executive Incentive Compensation Program

For the Twelve Months ended April 30, 2014

Executive:	Michael Duloc	Group:	MEDIA SERVICES
		Position:	President and Chief Executive Officer

Annual Salary:	$382,500

	Minimum		Goal

Operating Income	$	5,182,000	$	7,601,000
Related Incentive Amount	$	0	$	57,375

Net Revenue	$	80,081,000	$	84,295,000
Related Incentive Amount	$	0	$	19,125

Incentive Calculation. Incentives attributable to the Operating Income and Net Revenue Goals will be determined as follows: If the Goal achievement is less than Minimum, the Incentive amount will be zero. If the Goal achievement is between Minimum and Goal, the Incentive amount will be determined by interpolation. If the Operating Income or Net Revenue achievement is over Goal, the Incentive amount for any Goal that is exceeded will be the Incentive amount at Goal, plus an amount equal to the Goal amount multiplied by three (3) times the percentage achievement over one-hundred percent (100%). If Minimum on either Goal is not attained then the over-Goal multiplier, if applicable, will be one (1) instead of three (3) for the other Goal.

Accounting. Operating Income is the Group’s full-year "Earnings Before Interest and Taxes (EBIT)" determined by generally accepted accounting principles and the company's accounting policies, excluding pension expense, amortization of customer contracts, currency translation gains and losses (FX variance), and both capitalization and amortization of software development costs. Since generally accepted accounting principles require the accrual of all expenses applicable to the accounting period in question, all of the Executive's Incentives will be deductions from Operating Income.

Acquisitions. Notwithstanding the "Accounting" paragraph, acquisitions closed during this fiscal year and any cost of funds used to make the acquisitions will each be disregarded for Incentive calculation purposes.

Effectiveness. This Plan is not effective until signed by the Executive, the Chief Financial Officer and the Vice Chairman of AMREP Corporation. This Plan is not a contract of employment and does not guarantee continued employment for any period. None of the Incentive amounts specified in this Plan are earned until April 30 of the year to which the Plan applies. There will be no Incentives paid for partial-year results upon the voluntary or involuntary termination of the Executive's employment before fiscal year-end for any reason.

Company Discretion. AMREP Corporation reserves the right at any time to revise this Plan or the Incentive amount, if any, actually awarded to the Executive as a result of its determination, in its sole discretion, of the Executive’s performance or that a significant change in circumstances or an unusual event has occurred that was not anticipated when this Plan was signed. Any Incentive amounts payable shall be the sole responsibility of the Group employing the Executive. This Plan will be administered by AMREP Corporation, whose decisions with respect to any aspect hereof, and whose determinations hereunder, shall be conclusive and not subject to appeal.

/s/ Michael Duloc	8/15/2013	/s/ Pete Pizza	8/15/2013	/s/ Theodore J Gaasche	8/15/2013
Michael Duloc	Date	Pete Pizza	Date	Theodore J Gaasche	Date
President & Chief		Chief Financial Officer		Vice Chairman
Executive Officer		AMREP Corporation		AMREP Corporation
Media Services

CONFIDENTIAL

EXHIBIT 10.3

*** Indicates a portion of the exhibit has been omitted based on a request for confidential treatment submitted to the Securities and Exchange Commission. The omitted portions have been filed separately with the Commission.

SETTLEMENT AGREEMENT

This Settlement Agreement (the “Agreement”), effective as of June 11, 2014 (the “Effective Date”), is by and among Heinrich Bauer (USA) LLC (“Bauer”), a Delaware limited liability company, Kable Distribution Services, Inc. (“KDS”), a Delaware corporation, Palm Coast Data LLC (“PCD”), a Delaware limited liability company, and AMREP Corporation (“AMREP” and together with Bauer, KDS and PCD, the “Parties”), an Oklahoma corporation.

WHEREAS, KDS and PCD are indirect subsidiaries of AMREP;

WHEREAS, KDS distributes certain magazines of Bauer pursuant to (i) the Distribution Agreement, dated as of January 3, 2006, between Bauer (as assignee from Heinrich Bauer Verlag Beteiligungs GmbH) and KDS, as amended from time to time (collectively, the “Main Distribution Agreement”) and (ii) the Distribution Agreement for Distribution to Canada Only, dated as of January 3, 2006, between Bauer and KDS, as amended from time to time (collectively, the “Canada Distribution Agreement”, and together with the Main Distribution Agreement, the “Distribution Agreement”);

WHEREAS, certain disputes have arisen between KDS and Bauer under the Distribution Agreement which the Parties intend by this Agreement to finally resolve and settle, and in connection therewith, KDS and Bauer desire, among other things, to change the commission percentage and certain payment terms set forth in the Distribution Agreement;

WHEREAS, the Distribution Agreement has been validly terminated by Bauer, and, except with respect to the Fulfillment Agreement (defined below), Bauer will thereafter be distributing its magazines through a new distributor;

WHEREAS, PCD provides certain fulfillment services to Bauer pursuant to the Services Agreement, dated December 1, 1994, between Bauer (as assignee from Bauer Publishing Company LP) and PCD (as assignee from Fulfillment Corporation of America), as amended from time to time (collectively, the “Fulfillment Agreement”);

WHEREAS, in order to resolve all disputes between KDS and Bauer under the Distribution Agreement, PCD has agreed to reduce its fees (other than with respect to third party costs) charged to Bauer under the Fulfillment Agreement;

WHEREAS, in order to resolve all disputes between KDS and Bauer under the Distribution Agreement, AMREP has agreed to issue shares of its common stock to Bauer; and

WHEREAS, in connection with the foregoing, the Parties have agreed to finally resolve all disputes related to or arising on or prior to the Effective Date under any of the Distribution Agreement or the Fulfillment Agreement, Bauer has agreed to release claims it may have against any AMREP Person (as defined below) and KDS, PCD and AMREP have agreed to release claims they may have against any Bauer Person (as defined below).

NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Parties agree as follows as of the Effective Date:

1. Definitions. Capitalized terms shall have the meanings set forth or referred to in this Section, or in the Section in which they first appear in the Agreement.

“Affiliate” of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term “control” (including the terms “controlled by” and “under common control with”) means the direct or indirect power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“AMREP Persons” means, collectively, jointly and severally, KDS and its Related Persons, PCD and its Related Persons and AMREP and its Related Persons.

“Bauer Persons” means, collectively, jointly and severally, Bauer and its Related Persons.

“Claims” means actions, suits, claims, demands, debts, deposits, dues, complaints, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts (whether oral or written, express or implied from any source), agreements, diminution in value of property, warranties, security interests, controversies, promises, judgments, extents, executions, variances, trespasses, liabilities or obligations of any kind whatsoever, in law or equity, and causes of action of every kind and nature, or otherwise (including claims for damages, costs, expenses, and attorneys’, brokers’, accountants’ and other professionals’ and consultants’ fees and expenses) arising out of or related, directly or indirectly, to events, facts, conditions or circumstances existing or arising from the beginning of the world, through and until the Effective Date, whether arising in law, admiralty, or equity or by statute, by regulation, or otherwise, whether known or unknown, suspected or unsuspected, unanticipated as well as anticipated, groundless or otherwise, and that now exist or may hereafter accrue based on matters now unknown as well as known, including any and all claims and demands under, related to, arising from or in any way connected with the provisions of Exhibit E of the Main Distribution Agreement that are deleted or amended by this Agreement or the provisions of Exhibit E of the Canada Distribution Agreement that are deleted or amended by this Agreement.

“Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, other requirement or rule of law of any federal, state, local or foreign government or political subdivision thereof, or any arbitrator, court or tribunal of competent jurisdiction.

“Person” means an individual, corporation, partnership, joint venture, limited liability entity, governmental authority, unincorporated organization, trust, association or other entity.

“Related Persons” means, collectively, jointly and severally, a Person’s past and present predecessors, successors, Affiliates, direct and indirect subsidiaries, and its and their successors-in-interest, executors, heirs, administrators, receivers, trustees, assigns, assignees, insurers, officers, directors, members (direct and indirect), partners (direct and indirect), owners, past and present shareholders, past and present stockholders, direct and indirect subsidiaries, employees, agents, attorneys, lenders (and agents related thereto), financial and other advisors, accountants, consultants and other representatives.

“Settlement Shares” means eight hundred twenty five thousand (825,000) shares of common stock, par value $.10, of AMREP.

2. Amendments to Distribution Agreement and Fulfillment Agreement and Confidentiality. The Parties agree that the provisions attached to this Agreement (including Exhibits A, A-1, A-2, B, C and D) are hereby incorporated by reference and made a part of this Agreement.

3. Settlement Shares.

3.1. Issuance of Settlement Shares. On or prior to the date that is three (3) days after AMREP receives notification of approval by the New York Stock Exchange (“NYSE”) of the supplemental listing application (“SLA”) therefor, and in any event within thirty (30) days of the Effective Date, AMREP shall issue to Bauer the Settlement Shares, which shall be subject to the restrictions contained in Section 3.2. The form of the SLA is set forth as Exhibit C, and AMREP will file the complete, executed SLA (together with all exhibits and attachments executed as necessary), within two business days after the Effective Date. AMREP represents and warrants to Bauer that it has discussed the SLA with the NYSE and, based on such discussion, has no reason to believe that the SLA will not be approved promptly.

3.2. Restrictions on Settlement Shares.

(a) Bauer acknowledges and agrees that the Settlement Shares shall be issued in the name of Bauer. Bauer acknowledges and agrees that AMREP shall effect delivery of the Settlement Shares by delivering to Bauer at its address provided in this Agreement a physical certificate representing such Settlement Shares and that such certificate representing such Settlement Shares shall contain the restrictive legend set forth in Section 3.2(b) below. Bauer acknowledges and agrees that the Settlement Shares shall not be offered for sale, sold, transferred, pledged or hypothecated by any Bauer Person prior to the date that is (i) six months after the issuance of the Settlement Shares or (ii) between six months and 12 months after such issuance, unless, during such period, current public information is available, as contemplated in Securities Act Rule 144, with respect to AMREP. AMREP will cause the transfer restrictions against the Settlement Shares to be removed after the date that is six months after their issuance date, upon receipt of an opinion in standard form from Bauer’s counsel (both such opinion and such counsel being reasonably acceptable to AMREP; AMREP acknowledges that Loeb & Loeb LLP is acceptable counsel) that the Settlement Shares may be offered for sale, sold, transferred, pledged or hypothecated pursuant to an exemption from registration under the Securities Act and applicable state securities laws. AMREP acknowledges and agrees as of the Effective Date that Bauer is not, and by issuance to it of the Settlement Shares, only, will not be, an affiliate of AMREP, as meant in Rule 144.

(b) As long as the Settlement Shares are subject to the transfer restrictions referred to in Section 3.2(a), the certificate for the Settlement Shares shall contain the following legend:

THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED PRIOR TO THE DATE THAT IS SIX (6) MONTHS AFTER THE ISSUANCE OF THE SHARES. THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAW, AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS SHALL BE EFFECTIVE WITH RESPECT THERETO, OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS IS AVAILABLE IN CONNECTION WITH SUCH OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION AND THE CORPORATION RECEIVES AN OPINION OF COUNSEL (BOTH SUCH OPINION AND SUCH COUSEL BEING REASONABLY ACCEPTABLE TO AMREP CORPORATION) TO SUCH EFFECT.

3.3. Securities Representations. Bauer hereby makes the following representations and warranties to KDS, PCD and AMREP, and KDS, PCD and AMREP hereby make to Bauer the representation and warranty set forth in Section 3.3(f), each of which shall survive the closing of the transactions contemplated by this Agreement:

(a) Bauer understands and agrees that the Settlement Shares are being offered and will be sold to it in transactions exempt from the registration requirements of the Securities Act of 1933 (the “Securities Act”), based in part upon Bauer’s representations contained in this Agreement and, as a result, that the Settlement Shares may not be offered for sale, sold, transferred, pledged or hypothecated unless a registration statement under the Securities Act and applicable state securities laws shall be effective with respect thereto or an exemption from registration under the Securities Act and applicable state securities laws is available in connection with such offer, sale, transfer, pledge or hypothecation. Bauer must bear the economic risk of an investment in the Settlement Shares indefinitely unless such securities are registered pursuant to the Securities Act or an exemption from registration is available. Bauer understands that AMREP has no present intention or obligation to register the Settlement Shares. Bauer has been advised of or is aware of the provisions of Rule 144 promulgated under the Securities Act as in effect from time to time, which permits resale of securities purchased in a private placement subject to the satisfaction of certain conditions, including the availability of certain current public information about AMREP, the resale occurring following the required holding period under Rule 144 and, if Bauer is an AMREP affiliate, the number of securities being sold during any three month period not exceeding specified limitations.

(b) Based in part on advice of its counsel, Bauer is capable of evaluating the merits and risks of its investment in AMREP and has the capacity to protect its own interests.

(c) The Settlement Shares are being acquired for Bauer’s own account and not with the view to, or for resale in connection with, any distribution other than resales made in compliance with the Securities Act. Bauer is an “accredited investor” within the meaning of Regulation D, Rule 501(a), promulgated by the Securities and Exchange Commission. Bauer is aware of no publication of any advertisement in connection with the transactions contemplated in this Agreement.

(d) Bauer acknowledges that it has received any information that it has requested for Bauer to make an investment decision. Bauer has had an opportunity to discuss AMREP’s business, management and financial affairs with AMREP and its representatives and has had the opportunity to review AMREP’s operations and facilities. Bauer has also had the opportunity to ask questions of and receive answers from AMREP and its management regarding the terms and conditions of its acquisition of the Settlement Shares. Except as expressly set forth in this Agreement, Bauer acknowledges and agrees that no AMREP Person has made to Bauer any other representation or warranty regarding the operations, business, prospects or condition (financial or otherwise) of any AMREP Person.

(e) Bauer has had full opportunity to seek the advice of independent counsel respecting the transactions contemplated by this Agreement and the tax risks and implications thereof. Bauer maintains its domicile (and is not a transient or temporary resident) at the address shown in Section 14. Neither Bauer nor any of its Affiliates own, directly or indirectly, any shares of common stock, par value $.10, of AMREP.

(f) There are no claims for brokerage commission, finders’ fees or similar compensation in connection with the transactions contemplated by this Agreement or related documents based on any arrangement or agreement binding upon any Bauer Person or AMREP Person.

4. Release of Claims.

4.1. Bauer, for itself and for each Bauer Person, acknowledges that the several agreements of KDS, PCD and AMREP hereunder fully satisfy and resolve any and all disputes, defaults, liabilities and obligations arising or accruing under, or related to, the Distribution Agreement, the Fulfillment Agreement or otherwise prior to the Effective Date, and hereby forever fully, irrevocably and unconditionally releases and discharges each AMREP Person from any and all Claims which any Bauer Person can, shall or may have against any AMREP Person, howsoever and whenever arising (collectively, the “Bauer Released Claims”), except that the Bauer Released Claims shall not include the obligations of KDS, PCD and AMREP under this Agreement, the future obligations of KDS under the Distribution Agreement as amended by this Agreement and the future obligations of PCD under the Fulfillment Agreement as amended by this Agreement. Bauer, for itself and for each Bauer Person, hereby irrevocably agrees to refrain from directly or indirectly asserting any claim or demand or commencing (or causing to be commenced) any suit, action, or proceeding of any kind, in any court or before any tribunal or arbitrator, against any AMREP Person based in whole or in part upon any Bauer Released Claim. It is understood and agreed by all Parties that the release in this Section 4.1 is a general release of the AMREP Persons (except with respect to the obligations of KDS, PCD and AMREP under this Agreement, the future obligations of KDS under the Distribution Agreement as amended by this Agreement and the future obligations of PCD under the Fulfillment Agreement as amended by this Agreement), and it is to be construed in the broadest possible manner consistent with applicable Law and shall apply to any and all Claims, whether known or unknown. Bauer shall take all such actions as will ensure that each Bauer Person complies with the terms of this Agreement. Bauer will be responsible for any breach of this Agreement by any Bauer Person.

4.2. Bauer represents and warrants that it is the exclusive owner of the Bauer Released Claims and that, as of the Effective Date, Bauer has not assigned, sold, transferred or otherwise conveyed any Bauer Released Claim to any Person. Bauer represents and warrants that, as of the Effective Date, Bauer has not filed with any court, tribunal or alternative dispute resolution organization any claim, demand, action, joinder or cause of action against any AMREP Person. If this warranty and representation should later be found to be untrue, then, in addition to any other relief or damages to which each AMREP Person may be entitled, Bauer shall, at no cost or expense to any AMREP Person, immediately file all documents and take all action necessary to have the claim, action or cause of action dismissed or discontinued with prejudice.

4.3. KDS, PCD and AMREP, jointly and severally, and for each AMREP Person, acknowledge that the several agreements of Bauer hereunder fully satisfy and resolve any and all disputes, defaults, liabilities and obligations arising or accruing under, or related to, the Distribution Agreement, the Fulfillment Agreement or otherwise prior to the Effective Date, and hereby forever fully, irrevocably and unconditionally release and discharge each Bauer Person from any and all Claims which any AMREP Person can, shall or may have against any Bauer Person, howsoever and whenever arising (collectively, the “AMREP Released Claims”), except that the AMREP Released Claims shall not include (i) the obligations of Bauer under this Agreement, (ii) the indemnification obligations and future obligations of Bauer (if any) under the Distribution Agreement as amended by this Agreement and (iii) the indemnification obligations, obligations for payment for past services performed and future obligations of Bauer under the Fulfillment Agreement as amended by this Agreement. Each of KDS, PCD and AMREP, for itself and for each AMREP Person, hereby irrevocably agrees to refrain from directly or indirectly asserting any claim or demand or commencing (or causing to be commenced) any suit, action, or proceeding of any kind, in any court or before any tribunal or arbitrator, against any Bauer Person based in whole or in part upon any AMREP Released Claim. It is understood and agreed by all Parties that the release in this Section 4.3 is a general release of the Bauer Persons (except with respect to (i) the obligations of Bauer under this Agreement, (ii) the indemnification obligations and future obligations of Bauer (if any) under the Distribution Agreement as amended by this Agreement and the (iii) indemnification obligations, obligations for payment for past services performed and future obligations of Bauer under the Fulfillment Agreement as amended by this Agreement), and it is to be construed in the broadest possible manner consistent with applicable Law and shall apply to any and all Claims, whether known or unknown. KDS, PCD and AMREP shall take all such actions as will ensure that each AMREP Person complies with the terms of this Agreement. KDS, PCD and AMREP shall be jointly and severally responsible for any breach of this Agreement by any them or their Related Persons.

4.4. KDS, PCD and AMREP represent and warrant that they are the exclusive owners of the AMREP Released Claims and that, as of the Effective Date, KDS, PCD and AMREP have not assigned, sold, transferred or otherwise conveyed any AMREP Released Claim to any Person. KDS, PCD and AMREP represent and warrant that, as of the Effective Date, KDS, PCD and AMREP have not filed with any court, tribunal or alternative dispute resolution organization any claim, demand, action, joinder or cause of action against any Bauer Person. If this warranty and representation should later be found to be untrue, then, in addition to any other relief or damages to which each Bauer Person may be entitled, KDS, PCD and AMREP shall, at no cost or expense to any Bauer Person, immediately file all documents and take all action necessary to have the claim, action or cause of action dismissed or discontinued with prejudice.

5. Representations and Warranties. KDS, PCD and AMREP, on the one hand, hereby make the following joint and several representations and warranties to the Bauer Persons, on the other hand; and Bauer, on the one hand, hereby makes the following representations and warranties to the AMREP Persons, on the other hand, each of which shall survive the closing of the transactions contemplated by this Agreement:

5.1. Status. Such Party is an entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization.

5.2. Authorization. Such Party has the requisite power and authority to execute and deliver this Agreement and to perform the actions to be performed by it hereunder. Such execution, delivery and performance have been duly authorized by all necessary action on the part of such Party. This Agreement constitutes the valid and binding obligation of such Party, enforceable against such Party in accordance with its terms.

5.3. Consents and Approvals. Neither the execution and delivery by such Party of this Agreement, nor the performance of the transactions performed hereunder by such Party, will require any filing under, consent, renegotiation or approval by, or conflict with, result in any breach of or constitute a default under (i) any provision of any law, statute, rule or regulation, or any ruling, writ, injunction, order, judgment or decree of any court or other governmental authority to which such Party is subject, (ii) the constituent documents of such Party or (iii) any contract, instrument, governmental permit or other document to which such Party is subject, except, with respect to KDS and PCD, for the consent and approval of PNC Bank, National Association (“PNC”), which consent has been obtained.

6. Non-disparagement. Bauer agrees that it will not, and shall use its commercially reasonable efforts to cause each other Bauer Person to not, say or do anything (including making any disparaging or defamatory remark or comment) that portrays any AMREP Person in a negative light or portrays any products or services of any AMREP Person in a negative light. KDS, PCD and AMREP each agrees that it will not, and shall use its commercially reasonable efforts to cause each other AMREP Person to not, say or do anything (including making any disparaging or defamatory remark or comment) that portrays any Bauer Person in a negative light or portrays any products or services of any Bauer Person in a negative light.

7. Certification of Review and Drafting. Each Party certifies that it has read the terms of this Agreement, that it understands the terms of this Agreement, and that it is entering into this Agreement of its own volition. Each Party warrants and represents that it has received independent legal advice from its attorney regarding its decision with respect to the advisability of making and entering into this Agreement. Each Party and its counsel has reviewed this Agreement and has participated in its drafting and, accordingly, no Party shall attempt to invoke the normal rule of construction to the effect that ambiguities are to be resolved against the drafting Party in any interpretation of this Agreement.

8. Expenses and Cooperation. Each Party shall bear all of its own expenses in connection with the negotiation and execution of this Agreement and the transactions contemplated hereby. Each Party shall, on the reasonable request and at the sole cost and expense of the other Party, take, execute, acknowledge and deliver all such further acts, documents and instruments necessary to give full effect to this Agreement or acknowledge the agreements concluded or contained in this Agreement.

9. Indemnification.

9.1. Bauer shall defend, indemnify and hold harmless each AMREP Person from and against any and all third party Claims (and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers that are incurred by an AMREP Person) that arises out of or results from a breach by any Bauer Person of any representation, warranty, agreement, covenant or obligation under this Agreement.

9.2. KDS, PCD and AMREP shall defend, indemnify and hold harmless each Bauer Person from and against any and all third party Claims (and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers that are incurred by a Bauer Person) that arises out of or results from a breach by any AMREP Person of any representation, warranty, agreement, covenant or obligation under this Agreement. The obligations of KDS, PCD and AMREP hereunder shall be joint and several.

10. No Consequential or Indirect Damages. IN NO EVENT WILL ANY AMREP PERSON OR BAUER PERSON BE LIABLE UNDER THIS AGREEMENT, THE DISTRIBUTION AGREEMENT, THE FULFILLMENT AGREEMENT OR OTHERWISE TO ANY OTHER PARTY OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES, INCLUDING ANY DAMAGES FOR BUSINESS INTERRUPTION, LOSS OF USE, DATA, REVENUE OR PROFIT, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SUCH AMREP PERSON OR BAUER PERSON WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THE FOREGOING, NOTHING CONTAINED HEREIN SHALL BE CONSTRUED AS PREVENTING A PARTY FROM SUING TO RECOVER DIRECT DAMAGES RESULTING FROM BREACH OF THIS AGREEMENT.

11. Governing Law: Jurisdiction. This Agreement shall be governed by and construed in accordance with the internal Laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of Laws of any jurisdiction other than those of the State of New York. Any legal suit, action or proceeding arising out of or related to this Agreement or the matters contemplated hereunder shall be instituted exclusively in the federal courts of the United States or the courts of the State of New York in each case located in the city of New York, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding and waives any objection based on improper venue or forum non conveniens. Service of process, summons, notice or other document by mail to such Party’s address set forth herein shall be effective service of process for any suit, action or other proceeding brought in any such court. Each Party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement or the transactions contemplated hereby.

12. Intercreditor Agreement. Bauer and KDS are parties to an Intercreditor Agreement, dated as of May 13, 2010, as to which PNC, a lender to KDS, is a party. KDS, PCD or AMREP jointly and severally represent and covenant that, as of the Effective Date, (i) the Safety Credit Line (as defined in such Intercreditor Agreement) has not been drawn and no amounts are outstanding thereunder; (ii) PNC has provided their consent to this Agreement; (iii) the Intercreditor Agreement has been terminated; and (iv) PNC has no security interest in or lien upon the Distributor Collateral.

13. Additional Default and Security Provisions. Notwithstanding anything to the contrary stated or implied herein or in the Distribution Agreement (including the notice and cure provisions contained in Article 11, subsection 2 of the Distribution Agreement), (i) any material breach by KDS, PCD or AMREP of its obligations under this Agreement or a material breach by KDS under the Distribution Agreement, as amended hereby, or (ii) any filing by KDS of an insolvency or bankruptcy proceeding under federal or state law, shall constitute an immediate default under this Agreement (“Event of Default”) and under the Distribution Agreement. Upon the occurrence of an Event of Default, Bauer shall be entitled to exercise all rights and remedies available to it under applicable law and, with respect to an Event of Default involving KDS, under the Distribution Agreement (including, with respect to an Event of Default involving KDS, all rights of a secured creditor with respect to Distributor’s Collateral (as defined in the Distribution Agreement) (without any such rights derogating the rights hereunder of Bauer with respect to the absolute and irrevocable assignment of such collateral under this Agreement) and, if appropriate, injunctive relief).

14. Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (d) on the third business day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective Parties at the addresses set forth below (or to such other address that may be designated by a Party from time to time in accordance with this Section 14).

· Bauer: 270 Sylvan Avenue, Englewood Cliffs, New Jersey 07632, Attention: Chief Financial Officer, Facsimile: 201-569-5303, with a required copy to Loeb & Loeb LLP, 345 Park Avenue, New York, NY 10154, Attention: Gregory Schwed, Facsimile: 212-937-4689.

· KDS: 16 South Wesley Avenue, Mount Morris, Illinois 61054, Attention: Chief Financial Officer, Facsimile: 815-734-5233, with a required copy to AMREP, 300 Alexander Park, Suite 204, Princeton, New Jersey 08540, Attention: General Counsel, Facsimile: 609-716-8255.

· PCD: 11 Commerce Boulevard, Palm Coast, Florida 32164, Attention: President, Facsimile: 386-446-3635, with a required copy to AMREP, 300 Alexander Park, Suite 204, Princeton, New Jersey 08540, Attention: General Counsel, Facsimile: 609-716-8255.

· AMREP: 300 Alexander Park, Suite 204, Princeton, New Jersey 08540, Attention: General Counsel, Facsimile: 609-716-8255.

15. Miscellaneous.

15.1. Entire Agreement. This Agreement constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter. Except as expressly modified hereby, the Distribution Agreement and the Fulfillment Agreement are in all respects confirmed and ratified and shall continue in accordance with their respective terms. This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each Party hereto. In the event of a conflict between the terms, provisions and conditions contained in the body of this Agreement and the terms, provisions and conditions contained in any exhibit to this Agreement, the term, provisions and conditions contained in the body of this Agreement shall prevail.

15.2. Assignment. No Party may assign any of its rights or delegate any of its obligations hereunder without the prior written consent of all the other Parties. Any purported assignment or delegation in violation of this Section 15.2 shall be null and void. No assignment or delegation shall relieve any Party of any of its obligations hereunder.

15.3. Waiver. No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. No waiver by any Party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

15.4. Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

15.5. Attorneys’ Fees. In the event that any Party institutes any legal suit, action or proceeding against any other Party arising out of or relating to this Agreement, the prevailing Party in the suit, action or proceeding shall be entitled to receive in addition to all other damages to which it may be entitled, the costs incurred by such Party in conducting the suit, action or proceeding, including reasonable attorneys’ fees and expenses and court costs.

15.6. Interpretation. For purposes of this Agreement, (a) the words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive and (c) the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to this Agreement as a whole. Unless the context otherwise requires, references herein: (x) to Sections and Exhibits refer to the Sections of, and Exhibits attached to, this Agreement; (y) to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting an instrument or causing any instrument to be drafted. The Exhibits referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein.

15.7. Further Assurances. Each Party shall execute and deliver such further documents and take further such action, as may reasonably be considered within the scope of such Party’s obligations hereunder, necessary to effectuate the transactions contemplated by this Agreement.

15.8. Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

15.9. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission (to which a signed PDF copy is attached) shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

[Signature Page Follows]

IN WITNESS WHEREOF, each Party has caused this Agreement to be duly executed by its authorized representative as of the Effective Date.

Heinrich Bauer (USA) LLC		Kable Distribution Services, Inc.

By:	/s/ Rich Teehan	By:	/s/ Bruce Obendorf
	Name: Rich Teehan		Name: Bruce Obendorf
	Title: Vice President		Title: Executive Vice President, Finance

Palm Coast Data LLC		AMREP Corporation

By:	/s/ Peter M. Pizza	By:	/s/ Peter M. Pizza
	Name: Peter M. Pizza		Name: Peter M. Pizza
	Title: Vice President and Treasurer		Title: Vice President and Chief Financial Officer

Exhibit A

1. Amendments to Main Distribution Agreement.

1.1. Elimination of Domestic Commission. Section I(A) of Exhibit E of the Main Distribution Agreement is deleted in its entirety and is hereby replaced with the following:

“The Commission due DISTRIBUTOR for every copy sold shall be 0% of the suggested cover price.”

1.2. Elimination of International Commission. Section II(A) of Exhibit E of the Main Distribution Agreement is deleted in its entirety and is hereby replaced with the following:

“The Commission due DISTRIBUTOR for every copy sold shall be 0% of the suggested cover price.”

References in Section II(B) of Exhibit E of the Main Distribution Agreement to Section I of Exhibit E of the Main Distribution shall refer to the provisions of such section prior to any amendment thereof pursuant to this Agreement.

1.3. Amendment of Payment Terms. Section I(B) of Exhibit E of the Main Distribution Agreement is deleted in its entirety and is hereby replaced with the provisions set forth in Exhibit A-1 to this Agreement. KDS’s liabilities and obligations with respect to the provisions of Section I(B) of Exhibit E of the Main Distribution Agreement that are deleted by this Section 1.3 of Exhibit A shall be deemed terminated, released, void and of no further force and effect, and no AMREP Person shall have any further liabilities or obligations with respect to such provisions whatsoever.

2. Amendments to Canada Distribution Agreement.

2.1. Elimination of Brokerage. Section I(A) of Exhibit E of the Canada Distribution Agreement is deleted in its entirety and is hereby replaced with the following:

“The Brokerage due DISTRIBUTOR for every copy sold shall be 0% of the suggested cover price.”

2.2. Amendment of Payment Terms. Section I(B) of Exhibit E of the Canada Distribution Agreement is deleted in its entirety and is hereby replaced with the provisions set forth in Exhibit A-2 to this Agreement. KDS’s liabilities and obligations with respect to the provisions of Section I(B) of Exhibit E of the Canada Distribution Agreement that are deleted by this Section 2.2 of Exhibit A shall be deemed terminated, released, void and of no further force and effect, and no AMREP Person shall have any further liabilities or obligations with respect to such provisions whatsoever.

3. Amendment to Fulfillment Agreement.

3.1. Term. Section A of the Fulfillment Agreement is deleted in its entirety and is hereby replaced with the following:

“This Agreement shall commence on the date of the Agreement and, unless the Agreement is terminated earlier pursuant to any of its express provisions, shall end on December 31, 2019. Upon expiration of the initial term, this Agreement shall automatically renew, unless the Agreement is terminated earlier pursuant to any of its express provisions, for additional successive two (2) year terms, unless either Party provides written notice to the other Party of nonrenewal at least ninety (90) days prior to the end of the then-current term. If the term is renewed for any renewal term(s), the terms and conditions of this Agreement during each such renewal term shall be the same as the terms and conditions in effect immediately prior to such renewal other than as such terms may be limited to specific dates. In the event Client or PCD provides timely notice of its intent not to renew this Agreement, then, unless the Agreement is terminated earlier pursuant to any of its express provisions, this Agreement shall terminate on the expiration of the then-current term. Notwithstanding anything to the contrary in this Agreement, Client may terminate the agreement effective on December 31, 2018 by providing written notice to PCD of nonrenewal at least ninety (90) days prior to December 31, 2018.”

3.2. Discount of Certain Fees. The Fulfillment Agreement is hereby amended to insert the following at the end of Section B.7 thereof:

“As may be requested by Client from time to time, PCD shall provide Client with up to *** during each calendar year and any such *** not used during a calendar year may not be carried over to the next calendar year. All fees charged to Client for services provided by PCD under this Agreement during the period beginning on ***, but not including taxes, programming or any fees charged for third party costs or expenses for materials or services (such as postage, shipping materials or graphic services materials), shall be reduced by ***. Notwithstanding anything to the contrary, other than as provided in the prior two sentences, effective June 1, 2014, all credits or other reductions in the fees, costs or expenses charged to Client for materials or services under this Agreement shall be terminated, released, void and of no further force and effect, and PCD shall have no further liabilities or obligations with respect to such credits or other reductions whatsoever.”

3.3. Subscriber File on Cessation of PCD Operations. The Fulfillment Agreement is hereby amended to insert the following at the end of Section C.5(b) thereof:

“If this Agreement has not been assigned to another entity that performs the services contemplated by this Agreement, immediately prior to PCD or its successor or assignee ceasing operations, PCD shall provide Bauer, for each Publication, the entire subscriber file and file layout containing all information reasonably necessary for the services contemplated by this Agreement to be performed by another entity in the subscription fulfillment industry.”

[End of Exhibit A]

Exhibit A-1

New language to be inserted in Section I(B) of Exhibit E of the Main Distribution Agreement

Beginning on the Effective Date (as defined in the Settlement Agreement, dated June 11, 2014, by and between Heinrich Bauer (USA) LLC, Kable Distribution Services, Inc., Palm Coast Data LLC, and AMREP Corporation) immediately following execution of such Settlement Agreement:

All amounts and accounts receivable, including Distributor’s Collateral, owing from wholesalers to DISTRIBUTOR with respect to the sale of Domestic Magazines are irrevocably assigned and transferred to PUBLISHER, and PUBLISHER is responsible for any returns of Domestic Magazines in accordance with industry practices. All checks that are received from wholesalers by DISTRIBUTOR shall be scanned by DISTRIBUTOR, saved as an electronic file and promptly as reasonably practical (but in no event more than two business days after receipt) mailed to PUBLISHER.

DISTRIBUTOR and PUBLISHER shall promptly as reasonably practical (but in no event more than two business days after the Effective Date) send a joint notice to wholesalers instructing them to make payment (whether by check, wire transfer or other electronic means) for amounts due for Domestic Magazines to a bank account or other address designated by PUBLISHER (the “Designated Bank Account”). The joint notice shall be in the form set forth in Exhibit D to the Settlement Agreement and shall be transmitted by such means as PUBLISHER shall select at PUBLISHER’s sole cost and expense.

If DISTRIBUTOR receives payment after the Effective Date for amounts due for Domestic Magazines, DISTRIBUTOR shall promptly as reasonably practical (but in no event more than two business days after receipt) deliver such payment (whether by check, wire transfer or other electronic means) to the Designated Bank Account at PUBLISHER’s sole cost and expense. PUBLISHER shall permit DISTRIBUTOR to use the account of PUBLISHER with a nationally recognized overnight courier, which shall be at PUBLISHER’s sole cost and expense, to deliver any such payments to the Designated Bank Account.

DISTRIBUTOR shall provide PUBLISHER with any supporting documentation reasonably requested by PUBLISHER in connection with any payment for amounts due for Domestic Magazines, including copies of wholesalers’ remittance advices and account statements with respect to Domestic Magazines. Bauer shall receive, at minimum, the reports as defined in the Agreement, section EIGHTH.

DISTRIBUTOR shall promptly as reasonably practical (but in no event more than two business days after the Effective Date) deliver, and account to PUBLISHER for, all payments received from wholesalers from and including May 14, 2014 through and including the Effective Date with respect to amounts due for Domestic Magazines to PUBLISHER.

PUBLISHER agrees that any checks, wire transfers or other electronic transfers denominated in a currency other than U.S. dollars may incur foreign exchange transaction fees upon deposit in the Designated Bank Account. PUBLISHER agrees that PUBLISHER shall be responsible for all such foreign exchange transaction fees.

PUBLISHER and DISTRIBUTOR acknowledge that the payments by wholesalers following the Effective Date of amounts due with respect to Domestic Magazines may contain errors, which may require the allocation between PUBLISHER and DISTRIBUTOR of amounts contained in any particular payment by a wholesaler. PUBLISHER and DISTRIBUTOR shall promptly as reasonably practical (but in no event more than two business days after receipt) deliver to the other party any incorrectly allocated funds.

DISTRIBUTOR shall transmit to PUBLISHER any payments by wholesalers following the Effective Date of amounts due with respect to Domestic Magazines that are deposited into a DISTRIBUTOR bank account other than the Designated Bank Account promptly as reasonably practical (but in no event more than two business days after receipt). DISTRIBUTOR shall communicate to PUBLISHER the circumstances surrounding such incorrectly deposited funds.

[End of Exhibit A-1]

Exhibit A-2

New language to be inserted in Section I(B) of Exhibit E of the Canada Distribution Agreement

[End of Exhibit A-2]

Exhibit B

Confidentiality Provisions

1. Definitions. For purposes of this Agreement, “Confidential Information” means (i) any and all information concerning any Party or Related Persons which has been or is, in the future, furnished by such Party (the “Provider”) or its Related Persons to any other Party (the “Recipient”) or any of its Related Persons, orally or in writing (whatever the form or storage medium), including information concerning its subsidiaries, Affiliates, businesses, operations, markets, products, product specifications, designs, documentation, technical data, trade secrets, processes, computer programs, know-how, research and development, financial condition, results of operations, projections, strategies, marketing information, contracts, price lists, pricing policies, customers, employees and prospects and (ii) any and all notes, analyses, compilations, studies or other documents prepared by the Recipient or any of its Related Persons containing or reflecting any Confidential Information described in clause (i). The term “Confidential Information” does not include information which the Recipient demonstrates: (A) was or becomes generally available to or known by the public (other than as a result of a disclosure directly or indirectly by the Recipient or any of its Related Persons who received such information pursuant hereto); (B) was or is developed independently by the Recipient without the use of Confidential Information in violation of this Agreement; or (C) was or becomes available to the Recipient or any of its Related Persons on a non-confidential basis, prior to its disclosure to the Recipient by the Provider or its Related Persons; provided that, the source of such information is not otherwise known by the Recipient after reasonable investigation to be bound by a confidentiality agreement with the Provider or any of its Related Persons, or to be under a contractual, legal, fiduciary or other obligation to the Provider or any of its Related Persons not to transmit the information to the Recipient. Notwithstanding anything to the contrary herein, “Confidential Information” shall not include any information reasonably necessary for the Parties to conduct their business.

2. Use of Confidential Information. Any Confidential Information provided to the Recipient hereunder will be used by the Recipient and its Related Persons solely in connection with exercising its rights or fulfilling its obligations under the Agreement or any other agreement between the Recipient and the Provider (collectively, the “Purpose of the Disclosure”) and shall not be used by the Recipient for any other purpose, including used in any way detrimental to the Provider or its Affiliates. The Recipient shall maintain the strict confidentiality of any Confidential Information provided to it or any of its Related Persons and shall not disclose any part of it to any other Person; provided that, (i) it may disclose any such Confidential Information or portions thereof to its Related Persons subject at all times to Section 3 of this Exhibit B and (ii) it may disclose any such Confidential Information in accordance with Section 4 of this Exhibit B. The Recipient shall treat the Confidential Information with the same degree of care as it would its own, but in no event with less than reasonable care.

3. Related Persons. The Recipient may disclose Confidential Information to those of its Related Persons who have a reasonable need to know such information in order to assist the Recipient in the Purpose of the Disclosure; provided that, prior to any such disclosure, (a) the Recipient informs any such Related Person of the terms of this Agreement and (b) such Related Person agrees to preserve the confidentiality of the Confidential Information upon the terms hereof. Each Party shall take such reasonable actions as will ensure that its Related Persons comply with the terms of this Agreement. Each Party will be responsible for any breach of this Agreement by any of its Related Persons.

4. Subpoenas, etc. If the Recipient or any of its Related Persons becomes required by law or applicable legal process to disclose any Confidential Information furnished by the Provider, the Recipient shall provide the Provider with prompt prior written notice of such requirement and the terms of and circumstances surrounding such requirement so that the Provider may seek an appropriate protective order or other remedy, or waive compliance with the terms of this Agreement, and the Recipient shall provide such cooperation with respect to obtaining a protective order or other remedy as the Provider shall reasonably request. If, in the absence of protective order or other remedy or the receipt of a waiver by the Provider, the Recipient or any of its Related Persons is nonetheless legally required to disclose Confidential Information to any tribunal, the Recipient or its Related Persons may, without liability hereunder, disclose to such tribunal only that portion of the Confidential Information which the Recipient is legally required to disclose; provided that, the Recipient shall exercise reasonable efforts to obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded such Confidential Information by such tribunal.

5. Return or Destruction of Confidential Information. Upon receipt of a written request delivered by the Provider to the Recipient, the Recipient shall immediately (i) cease using the Confidential Information, (ii) return to the Provider any Confidential Information furnished by the Provider or any of its Related Persons and (iii) destroy any and all copies of such Confidential Information and any and all notes, analyses, compilations, studies or other documents prepared by the Recipient or any of its Related Persons containing or reflecting any Confidential Information. Any destruction required pursuant to this Section 5 of this Exhibit B shall, upon request of the Provider, be certified in writing to the Provider by an authorized officer supervising such destruction. Notwithstanding the return or destruction of the Confidential Information, the Recipient and its Related Persons will continue to be bound by its obligations of confidentiality and other obligations hereunder.

6. Permitted Disclosure. Any Party may make such press releases and other public statements and disclosures it deems necessary under applicable Law or the rules of any stock exchange or market on which its securities are traded.

7. Accuracy and Ownership of Materials. The Provider makes no representation or warranty, express or implied, as to the accuracy or completeness of the Confidential Information provided or to be provided by it or any of its Related Persons. Neither the Provider nor any of its Related Persons will have any liability to the Recipient or any other Person resulting from any action taken or any inaction occurring in reliance on any Confidential Information. The Provider shall retain the entire right, interest and title to its Confidential Information. No license under any patent, copyright, trademark, other intellectual property right or any application therefor, is hereby granted or implied by the provision of Confidential Information to the Recipient. The Recipient shall not alter or obliterate any trademark or any other proprietary mark or notice thereof of the Provider on any copy of the Confidential Information, and shall reproduce any such mark or notice on all copies of the Confidential Information.

8. Remedies. Each Party agrees to indemnify and hold each other Party and its Related Persons harmless from any Claims arising out of any breach of this Exhibit B by such Party or its Related Persons. Each Party acknowledges that money damages are an inadequate remedy for breach of this Agreement because of the difficulty of ascertaining the amount of damage that will be suffered in the event that this Agreement is breached. Therefore, each Party shall be entitled to equitable relief, including an injunction and specific performance (without the need to post bond or any other security or without being required to submit proof of economic value of any Confidential Information), in the event of any breach of this Agreement by any other Party or any of its Related Persons, in addition to all other remedies available to such Party at law or in equity.

9. Compliance with Law. The Recipient agrees that it will not directly or indirectly use any such Confidential Information to engage in or facilitate the trading of any securities in violation of any prevailing laws and regulations in any applicable jurisdiction. The Recipient acknowledges that it is aware (and, if applicable, that the Recipient’s Related Persons who are apprised of this matter have been advised) that applicable securities laws prohibit any Person who has material, non-public information concerning the Provider or their Affiliates from purchasing or selling any securities of the Provider or their Affiliates, or from communicating such information to any other Person or entity under circumstances in which it is reasonably foreseeable that such Person is likely to purchase or sell such securities.

[End of Exhibit B]

Exhibit C

Form of Supplemental Listing Application

[AMREP Letterhead]

June 11, 2014

New York Stock Exchange, Inc.
20 Broad Street - 17th Floor

New York, New York 10005

Re: NYSE Supplemental Listing Application

Company: AMREP Corporation	Symbol: AXR
CUSIP: 032159105	Number of Shares Outstanding: 7,219,454
Security: Shares of Common Stock, par value $.10 per share, of the Company	Number of Treasury Shares (not included in the number of Shares Outstanding): 225,250

Transaction: AMREP Corporation and certain of its indirect subsidiaries are anticipating entering into a settlement agreement with a creditor of an indirect subsidiary of AMREP Corporation. The settlement agreement is anticipated to include, among other things, the issuance by AMREP Corporation of 825,000 shares of its common stock to the creditor (such shares to be issued to the creditor, the “Shares”). To the knowledge of AMREP Corporation, the issuance of the Shares does not require the approval of the shareholders of AMREP Corporation under the New York Stock Exchange Listed Company Manual, Oklahoma law (the jurisdiction of incorporation of AMREP Corporation) or the certificate of incorporation of AMREP Corporation. The Shares would represent approximately 11.4% of the outstanding shares of common stock of AMREP Corporation before the issuance of the Shares (and 10.3% of the outstanding shares of common stock of AMREP Corporation after the issuance of the Shares). To the knowledge of AMREP Corporation, the issuance of the Shares will not result in a change of control of AMREP Corporation and the creditor is not (i) a Related Party (as defined in Section 312.03 of the New York Stock Exchange Listed Company Manual), (ii) a subsidiary, affiliate or other closely-related person of Related Party or (iii) any company or entity in which a Related Party has substantial direct or indirect interest. No registration statement regarding the Shares has been filed with the Securities and Exchange Commission. A copy of a good standing certificate of AMREP Corporation from the State of Oklahoma is enclosed herewith.

Security: Shares of Common Stock, par value $.10 per share, of the Company

Shares to be issued: 825,000

Shareholder Approval Required: No

	AMREP Corporation

	By:
		Name: Christopher V. Vitale
		Title: Vice President and General Counsel

The New York Stock Exchange, Inc. hereby authorizes, upon official notice of issuance, the listing of the additional Common Stock.

________________________

Janice O’Neill

Senior Vice President

Corporate Compliance

Exhibit D

Form of Joint Notice to Wholesalers

[Date and method(s) of transmittal]

Dear [name of wholesaler]

Please be advised that Kable Distribution Services, Inc. (“Kable”) has assigned all of its accounts receivables arising from the sale in the United States of America and Canada of Bauer Publications magazines to Heinrich Bauer (USA) LLC or one of its affiliates (collectively, “Bauer”), pursuant to, among other things, Bauer’s pre-existing security interest in such receivables, and Heinrich Bauer (USA) LLC has assumed the liabilities of any returns of Bauer Publications magazines in accordance with industry practices.

Effective immediately, you should pay all outstanding Kable invoices arising from the sale in the United States of America and Canada of Bauer Publications magazines (less any returns of Bauer Publications magazines in accordance with industry practices) directly to Bauer at the following address:

If by check, using postpaid, first-class U.S. mail to: [Bauer to designate bank account or other address]

If by wire: [Bauer to designate bank, ABA number, account number and any other necessary information]

Please promptly notify your accounts payable department of this change, because any payments you make not in accordance with this notice will be at your own risk. If you remit payment other than as instructed by this notice, your payment will not constitute settlement of the account and may subject you to double liability.

Note that accounts receivables arising from the sale outside of the United States of America and Canada of Bauer Publications magazines or from the sale of any publications other than Bauer Publications magazines should continue to be remitted to Kable at 16 S Wesley Ave, Mount Morris, IL 61054.

These instructions may not be modified without written notice to you from both Bauer and Kable.

Thank you for your cooperation in this matter.

Very truly yours,

[Kable signature line]

[Bauer signature line]

[End of Exhibit D]

Exhibit 31.1

CERTIFICATION

I, Peter M. Pizza, certify that:

I have reviewed this Quarterly Report on Form 10-Q for the period ended July 31, 2014 of AMREP Corporation;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

The Registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

The Registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

Dated: September 15, 2014

/s/ Peter M. Pizza

Peter M. Pizza

Chief Financial Officer

(Principal Accounting Officer)

Exhibit 31.2

CERTIFICATION

I, Theodore J. Gaasche, certify that:

I have reviewed this Quarterly Report on Form 10-Q for the period ended July 31, 2014 of AMREP Corporation;

any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

Dated: September 15, 2014

/s/ Theodore J. Gaasche

Theodore J. Gaasche*

______________

*The Registrant is a holding company which does substantially all of its business through three indirect wholly-owned subsidiaries (and their subsidiaries). These indirect wholly-owned subsidiaries are Palm Coast Data LLC, Kable Media Services, Inc. and AMREP Southwest Inc. (“ASW”). The Registrant has no chief executive officer. Theodore J. Gaasche, in his capacity as Vice Chairman of the Executive Committee of the Registrant’s Board of Directors, has oversight responsibility for the operations of ASW.

Exhibit 31.3

CERTIFICATION

I, Michael P. Duloc, certify that:

I have reviewed this Quarterly Report on Form 10-Q for the period ended July 31, 2014 of AMREP Corporation;

any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

Dated: September 15, 2014

/s/ Michael P. Duloc

Michael P. Duloc*

______________

Exhibit 32

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of AMREP Corporation (the “Company”) on Form 10-Q for the period ended July 31, 2014 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned does hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: September 15, 2014

/s/ Peter M. Pizza

Peter M. Pizza

Chief Financial Officer

(Principal Accounting Officer)

/s/ Theodore J. Gaasche

Theodore J. Gaasche*

/s/ Michael P. Duloc

Michael P. Duloc*

______________

*The Registrant is a holding company which does substantially all of its business through three indirect wholly-owned subsidiaries (and their subsidiaries). These indirect wholly-owned subsidiaries are Palm Coast Data LLC (“Palm Coast”), Kable Media Services, Inc. (“Kable”) and AMREP Southwest Inc. (“ASW”). The Registrant has no chief executive officer. Theodore J. Gaasche, in his capacity as Vice Chairman of the Executive Committee of the Registrant’s Board of Directors, has oversight responsibility for the operations of ASW. Michael P. Duloc has oversight responsibility for the operations of Palm Coast and Kable.

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