Attached files
| file | filename |
|---|---|
| EX-10.1 - LOAN AGREEMENT - AMREP CORP. | axr8k1209_exh101.htm |
| EX-10.2 - PROMISSORY NOTE - AMREP CORP. | axr8k1209_exh102.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): December
17,
2009
|
AMREP
Corporation
|
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(Exact
name of Registrant as specified in its
charter)
|
|
Oklahoma
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1-4702
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59-0936128
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(State
or other jurisdiction of
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(Commission
File
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(IRS
Employer
|
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incorporation)
|
Number)
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Identification
No.)
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300
Alexander Park, Suite 204, Princeton, New Jersey
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08540
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code: (609)
716-8200
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Not
Applicable
|
|
(Former
name or former address, if changed since last
report)
|
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the Registrant under any of the following
provisions (see General Instruction A.2. below):
|
[
]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
[
]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
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[
]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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[
]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
2.03.
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Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant.
|
On
December 17, 2009, the Registrant’s AMREP Southwest Inc. subsidiary (the
“Borrower”), entered into a Loan Agreement dated that date with, and delivered
its related Promissory Note to, Compass Bank (said Loan Agreement and Promissory
Note, together, the “New Credit Facility”). The New Credit Facility
replaces the Borrower’s revolving credit facility with Compass Bank, under which
$24,000,000 was outstanding, that matured on December 17, 2009. The
proceeds of the New Credit Facility along with a portion of a capital
contribution made by the Registrant to the Borrower were applied to discharge
the maturing facility.
The
New Credit Facility provides for a non-revolving loan in the original principal
amount of $22,500,000 due in a single payment on December 16, 2010, subject to
mandatory prepayments from a portion of the cash Borrower may receive from its
real estate sales in excess of certain thresholds. The outstanding
principal of the New Credit Facility bears fluctuating interest at the annual
rate of reserve adjusted 30-day LIBOR (determined at the start of each 30-day
interest period) plus 3.5%, but not less than 5%, and the Borrower is required
to maintain a cash reserve with the lender, initially $1,100,000 and always not
less than $500,000, to fund the interest payments. The New Credit
Facility is secured by a mortgage on certain real property of the Borrower and
requires that the appraised value of the collateral be at least 2.5 times the
outstanding principal of the loan.
The
New Credit Facility contains a number of restrictive covenants including
covenants requiring the Borrower to maintain a minimum tangible net worth and to
maintain a certain level of debt service coverage and a covenant restricting the
Borrower from making distributions and other payments to the Registrant beyond a
stated management fee.
Under
the New Credit Facility it is an event of default if the Borrower fails to make
the payments required of it or otherwise to fulfill the covenants applicable to
it. In the case of events of default which are unremedied within
allowable grace periods, the lender may require immediate repayment of the
outstanding loan.
A
copy of the Loan Agreement is included as Exhibit 10.1 and a copy of the related
Promissory Note is included as Exhibit 10.2 to this Current Report on Form 8-K,
and such Exhibits are incorporated into this Item 2.03 by reference and any
description of the New Credit Facility in this Item 2.03 is qualified by such
reference.
-2-
(d)
Exhibits.
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Exhibit No.
|
Description
|
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10.1
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Loan
Agreement dated December 17, 2009 between AMREP Southwest Inc. and Compass
Bank.
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10.2
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$22,500,000
Promissory Note dated December 17, 2009 of AMREP Southwest Inc. payable to
the order of Compass Bank.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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AMREP
Corporation
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||
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(Registrant)
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||
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By: /s/ Peter M.
Pizza
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||
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Vice
President and
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||
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Chief
Financial Officer
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Date: December
22, 2009
-3-
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EXHIBIT
INDEX
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Exhibit No.
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Description
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10.1
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Loan
Agreement dated December 17, 2009 between AMREP Southwest Inc. and
Compass Bank.
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10.2
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$22,500,000
Promissory Note dated December 17, 2009 of AMREP Southwest Inc. payable to
the order of Compass Bank.
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-4-