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):            September 4, 2020             

Registrant’s telephone number, including area code:  (610) 487-0905

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):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

On September 9, 2020, AMREP Corporation issued a press release that reported its results of operations for the three month period ended July 31, 2020.  The press release is being furnished with this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

The information in this Item 2.02 of this Form 8-K and exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

On September 4, 2020, Theodore J. Gaasche resigned as a director of AMREP Corporation (the “Company”) and withdrew as a director nominee for consideration at the Annual Meeting of Shareholders of the Company to be held on September 10, 2020, and at any continuation or adjournment thereof. There were no disagreements between the Company and Mr. Gaasche relative to his resignation. In connection with such resignation, Mr. Gaasche will be issued 12,411 shares of common stock of the Company within 30 days after October 1, 2020 pursuant to an equivalent number of deferred common share units previously issued to Mr. Gaasche.

Prior to September 8, 2020, the Board of Directors (the “Board”) of the Company was a classified board divided into three classes, namely, Class I, Class II and Class III; Class I and II each consisted of one director and Class III consisted of two directors. On September 8, 2020, the Board reduced the size of the Board from four members to three members, reduced the number of Class III directors from two directors to one director and amended Section 1(a) of Article III of the By-Laws of the Company to provide that the Board consists of three directors.

(d) Exhibits.

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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