UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 16, 2007
AMREP CORPORATION
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(Exact Name of Registrant as Specified in Charter)
Oklahoma 1-4702 59-0936128
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(State or Other Jurisdiction (Commission File (I.R.S. Employer
of Incorporation) Number) Identification Number)
300 Alexander Park, Suite 204, Princeton, New Jersey 08540
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(Address of Principal Executive Offices) (Zip Code)
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):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c)under the
Exchange Act (17 CFR 240.13e-4(c))
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EXPLANATORY NOTE:
This Amendment No. 1 amends and restates in its entirety Item 9.01 of the
Registrant's Current Report on Form 8-K filed with the Securities and Exchange
Commission on January 19, 2007 in order to file the financial statements and pro
forma financial information required by Item 9.01 of Form 8-K with respect to
the Registrant's acquisition on January 16, 2007 of Palm Coast Data Holdco, Inc.
Palm Coast Data Holdco, Inc. was organized in 2005 for the purpose of acquiring
controlling interest in Palm Coast Data Holdings L.L.C., the prior owner of Palm
Coast Data LLC, and on August 9, 2005 the acquisition was completed. For the
periods for which their financial statements are presented, each of Palm Coast
Data Holdco, Inc. and Palm Coast Data Holdings L.L.C. was a holding company with
Palm Coast Data LLC as its sole operating subsidiary. This Form 8-K/A includes
consolidated financial statements of Palm Coast Data Holdco, Inc. and its
predecessor, Palm Coast Data Holdings L.L.C.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired
The following information is attached hereto as Exhibit 99.1 and incorporated
herein by reference:
Palm Coast Data Holdco, Inc. Consolidated Financial Statements.
1. Independent Auditors' Report.
2. Consolidated Balance Sheet as of June 30, 2006.
3. Consolidated Statement of Operations for the period from August 10, 2005
(date of inception) to June 30, 2006.
4. Consolidated Statement of Shareholders' Equity for the period from August
10, 2005 (date of inception) to June 30, 2006.
5. Consolidated Statement of Cash Flows for the period from August 10, 2005
(date of inception) to June 30, 2006.
6. Notes to Consolidated Financial Statements.
Palm Coast Data Holdings L.L.C. Consolidated Financial Statements.
1. Independent Auditors' Report.
2. Consolidated Balance Sheets as of August 9, 2005 and December 31, 2004.
3. Consolidated Statements of Income and Comprehensive Income for the period
from January 1, 2005 to August 9, 2005 and the years ended December 31,
2004 and 2003.
4. Consolidated Statements of Members' Equity for the period from January 1,
2005 to August 9, 2005 and the years ended December 31, 2004 and 2003.
5. Consolidated Statements of Cash Flows for the period from January 1, 2005
to August 9, 2005 and the years ended December 31, 2004 and 2003.
6. Notes to Consolidated Financial Statements.
The following information is attached hereto as Exhibit 99.2 and incorporated
herein by reference:
Palm Coast Data Holdco, Inc. Unaudited Consolidated Financial Statements.
1. Unaudited Consolidated Balance Sheet as of December 31, 2006.
2. Unaudited Consolidated Statements of Operations for the Six Months Ended
December 31, 2006 and for the period from August 10, 2005 (date of
inception) to December 31, 2005.
3. Unaudited Consolidated Statements of Cash Flows for the Six Months Ended
December 31, 2006 and for the period from August 10, 2005 (date of
inception) to December 31, 2005.
4. Notes to Unaudited Consolidated Financial Statements.
(b) Pro Forma Financial Information
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The following information is attached hereto as Exhibit 99.3 and incorporated
herein by reference:
AMREP Corporation Unaudited Pro Forma Consolidated Financial Statements.
1. Unaudited Pro Forma Consolidated Balance Sheet as of October 31, 2006.
2. Unaudited Pro Forma Consolidated Statement of Income for the Six Months
Ended October 31, 2006.
3. Unaudited Pro Forma Consolidated Statement of Income for the Year Ended
April 30, 2006.
4. Notes to Unaudited Pro Forma Consolidated Financial Statements.
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(d) Exhibits
Exhibit No. Description
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23.1 Consent of KPMG LLP
99.1 Palm Coast Data Holdco, Inc. Audited Consolidated Financial
Statements as of June 30, 2006 and for the period from August 10,
2005 (Date of Inception) to June 30, 2006, and Palm Coast Data
Holdings L.L.C. Audited Consolidated Financial Statements as of
August 9, 2005 and December 31, 2004 and for the period from
January 1, 2005 to August 9, 2005 and for the Years Ended
December 31, 2004 and 2003.
99.2 Unaudited Consolidated Financial Statements for Palm Coast Data
Holdco, Inc. as of December 31, 2006 and for the Six Months Ended
December 31, 2006 and for the period from August 10, 2005 (date
of inception) to December 31, 2005.
99.3 Unaudited Pro Forma Consolidated Financial Statements of AMREP
Corporation as of October 31, 2006, for the Six Months Ended
October 31, 2006, and the Year Ended April 30, 2006.
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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.
AMREP CORPORATION
(Registrant)
By: /s/ Peter M. Pizza
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Peter M. Pizza
Vice President and
Chief Financial Officer
Date: March 15, 2007
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EXHIBIT INDEX
Exhibit No. Description
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23.1 Consent of KPMG LLP
99.1 Palm Coast Data Holdco, Inc. Audited Consolidated Financial
Statements as of June 30, 2006 and for the period from August 10,
2005 (Date of Inception) to June 30, 2006, and Palm Coast Data
Holdings L.L.C. Audited Consolidated Financial Statements as of
August 9, 2005 and December 31, 2004 and for the period from
January 1, 2005 to August 9, 2005 and for the Years Ended
December 31, 2004 and 2003.
99.2 Unaudited Consolidated Financial Statements for Palm Coast Data
Holdco, Inc. as of December 31, 2006 and for the Six Months Ended
December 31, 2006 and for the period from
August 10, 2005 (date of inception) to December 31, 2005.
99.3 Unaudited Pro Forma Consolidated Financial Statements of AMREP
Corporation as of October 31, 2006, for the Six Months Ended
October 31, 2006, and the Year Ended April 30, 2006.
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