SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(AMENDMENT NO. _____)*
AMREP Corporation
(Name of Issuer)
Common Stock, par value $0.10 per share
(Title of Class of Securities)
032159105
(CUSIP Number)
Michael Melby
c/o Gate City Capital Management, LLC
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
June 5, 2020
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule.13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP NO. 032159105 | 13D | Page 2 of 7 Pages |
| 1 | NAMES OF REPORTING PERSONS Gate City Capital Management, LLC | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [ ] (b) [ ] |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS WC | |
| 5 | CHECK IF DISCOLUSRE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) | [ ] |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Illinois |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 1,065,649 | |
| 8 | SHARED VOTING POWER 0 | ||
| 9 | SOLE DISPOSITIVE POWER 1,455,649 | ||
| 10 | SHARED DISPOSITIVE POWER 0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,455,649 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES | [ ] |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 17.9% | |
| 14 | TYPE OF REPORTING PERSON IA |
| CUSIP NO. 032159105 | 13D | Page 3 of 7 Pages |
| 1 | NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Michael Melby | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [ ] (b) [ ] |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 1,065,649 | |
| 6 | SHARED VOTING POWER 0 | ||
| 7 | SOLE DISPOSITIVE POWER 1,455,649 | ||
| 8 | SHARED DISPOSITIVE POWER 0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,455,649 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES | [ ] |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 17.9% | |
| 12 | TYPE OF REPORTING PERSON IN |
| CUSIP NO. 032159105 | 13D | Page 4 of 7 Pages |
This Schedule 13D reflects, that as of June 5, 2020, the Reporting Persons are disclosing their beneficial ownership in the Issuer on Schedule 13D instead of Schedule 13G. The Reporting Persons previously disclosed their beneficial ownership in the Issuer on Schedule 13G and its subsequent amendments filed with the Securities and Exchange Commission (the “SEC”), with the most recent amendment filed on February 14, 2020.
This Schedule 13D (this "Schedule 13D") is being filed on behalf of Gate City Capital Management, LLC, an Illinois limited liability company (the "Management Company") and Michael Melby. Mr. Melby serves as the managing member of the Management Company. The Management Company serves as an adviser to certain private investment funds and managed accounts (the "Funds"). This Schedule 13D relates to Common Shares (the "Common Shares") of AMREP Corporation (the "Issuer") held by the Funds.
ITEM 1. SECURITY AND ISSUER
This Statement relates to the COMMON STOCK, PAR VALUE $0.10 of AMREP Corporation having its principal executive offices at 620 West Germantown Pike, Suite 175, Plymouth Meeting, Pennsylvania 19462
ITEM 2. IDENTITY AND BACKGROUND
(a)-(c) and (f) The names of the persons jointly filing this statement on Schedule 13D (the “Reporting Persons”) are Gate City Capital Management, LLC, an Illinois limited liability company and Michael Melby, Managing Member of Gate City Capital Management, LLC. Mr. Melby is a United States citizen and is the controlling member of Gate City Capital Management, LLC.
The address of each of the Reporting Persons is 425 S. Financial Place, Suite 910A, Chicago, IL 60605.
The principal business of Gate City Capital Management, LLC is to serve as an adviser to certain private investment funds and managed accounts. Mr. Melby’s principal occupation is serving as the Portfolio Manager of Gate City Capital Management, LLC.
(d)–(e) During the last five years, none of the Reporting Persons have been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The source and amount of funds used by the Reporting Persons in making their purchase of the shares of Common Stock owned by each of them in the aggregate was $8,964,081 from working capital.
(The remainder of this page was intentionally left blank)
| CUSIP NO. 032159105 | 13D | Page 5 of 7 Pages |
ITEM 4. PURPOSE OF TRANSACTION
The Reporting Person purchased the Common Stock based on the Reporting Person’s belief that the Common Stock, when purchased, were undervalued and did not adequately reflect the potential value of the Company’s underlying business and assets. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of shares at prices that would make the purchase or sale of Common Stock desirable, the Reporting Person may endeavor to increase or decrease its position in the Issuer through, among other things, the purchase or sale of Common Stock on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Person may deem advisable. The Reporting Person may engage in short selling or hedging or similar transactions with respect to the Common Stock, on such terms and at such times as the Reporting Person may deem advisable.
The Reporting Person does not have any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Person intends to review its investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the shares, conditions in the securities markets and general economic and industry conditions, the Reporting Person may in the future take such actions with respect to its investment in the Issuer as it deems appropriate including, without limitation, continuing to engage in communications with management and the Board of the Issuer, engaging in discussions with shareholders of the Issuer and others about the Issuer and the Reporting Person’s investment, making other proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure or operations of the Issuer, purchasing additional shares, selling some or all of its shares, engaging in short selling of or any hedging or similar transaction with respect to the Common Stock, or changing its intention with respect to any and all matters referred to in Item 4.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The Reporting Person beneficially owns in the aggregate 1,455,649 shares of Common Stock, which represents approximately 17.9% of the Company’s outstanding shares of Common Stock. The percentage ownership of shares of Common Stock set forth in this Statement is based on 8,136,904 shares of Common Stock issued and outstanding as of March 5, 2020 as reported in the Company’s Form 10-Q filed with the SEC on March 9, 2020.
(b) The Reporting Person has the sole power to vote or to direct the voting of 1,065,649 of such shares described in Item 5(a) above. The Reporting Person has the sole power to dispose or direct the disposition of all such shares described in Item 5(a) above. The Reporting Person does not have shared power to vote or to direct the vote of any such shares described in Item 5(a) above, and does not have shared power to dispose or direct the disposition of any such shares described in Item 5(a) above.
(c) The Reporting Person effected the following transactions in the Stock in open market transactions on the dates indicated, and such transactions are the only transactions in the Stock by the Reporting Person during the sixty days prior to and including June 5, 2020 (date range: April 7, 2020 through June 5, 2020):
| 4/7/2020 | Bought 3,270 shares at $4.272 |
| 4/8/2020 | Bought 6,000 shares at $4.143 |
| 4/9/2020 | Bought 8,330 shares at $4.244 |
| 4/17/2020 | Bought 15,000 shares at $4.115 |
| 4/29/2020 | Bought 551 shares at $4.289 |
| 5/29/2020 | Bought 9,465 shares at $4.21 |
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIP WITH RESPECT TO SECURITES OF THE ISSUER
Other than described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Person and any other person with respect to the securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Joint Filing Agreement attached below.
| CUSIP NO. 032159105 | 13D | Page 6 of 7 Pages |
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Gate City Capital Management, LLC | |||
| By: |  | ||
| Name: | Michael Melby | ||
| Title: | Managing Member | ||
| By: | | ||
| Name: | Michael Melby | ||
| Date: | June 5, 2020 | ||
| CUSIP NO. 032159105 | 13D | Page 7 of 7 Pages |
JOINT FILING AGREEMENT
In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13D to which this joint filing agreement is attached, and have duly executed this joint filing agreement as of the date set forth below.
Date: June 5, 2020
| Gate City Capital Management, LLC | |||
| By: | | ||
| Name: | Michael Melby | ||
| Title: | Managing Member | ||
| By: | | ||
| Name: | Michael Melby | ||
| Date: | June 5, 2020 | ||