Under the Securities Exchange Act of 1934 (Amendment
No. 1)*
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 240.13d-7(b) 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).
SCHEDULE 13D
1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
James H. Dahl
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) x
(b) ¨
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3
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SEC USE ONLY
|
|
4
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SOURCE OF FUNDS (See Instructions)
|
PF, OO
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
551,307
|
8
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SHARED VOTING POWER
|
60,000
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9
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SOLE DISPOSITIVE POWER
|
551,307
|
10
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SHARED DISPOSITIVE POWER
|
60,000
|
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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611,307
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12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
¨
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
8.3%*
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
|
IN
|
* This calculation is based on 7,336,370 Shares of Common Stock outstanding
as of July 19, 2021 reported in the Issuer’s Annual Report on Form 10-K for the fiscal year ended April 30, 2021, filed with the
Securities and Exchange Commission (the “SEC”) on July 27, 2021.
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
Rainey E. Lancaster
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) ¨
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS (See Instructions)
|
PF
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
|
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
0
|
8
|
SHARED VOTING POWER
|
60,000
|
9
|
SOLE DISPOSITIVE POWER
|
0
|
10
|
SHARED DISPOSITIVE POWER
|
60,000
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
60,000
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
0.8%*
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
|
IN
|
* This calculation is based on 7,336,370 Shares of Common Stock outstanding
as of July 19, 2021 reported in the Issuer’s Annual Report on Form 10-K for the fiscal year ended April 30, 2021, filed with the
SEC on July 27, 2021.
This Amendment No. 1 to Schedule 13D (“Amendment
No. 1”) amends and supplements the information set forth in the Schedule 13D filed by (i) James H. Dahl and (ii) Rainey E. Lancaster
(each, a “Reporting Person” and collectively, the “Reporting Persons”) with the SEC on May 20, 2021
(the “Schedule 13D”) relating to the Common Stock, par value $0.10 per share (“Shares”) of AMREP
Corporation (the “Issuer”), having a principal executive office at 620 West Germantown Pike, Suite 175, Plymouth Meeting,
Pennsylvania 19462. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in
the Schedule 13D. Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported
in the Schedule 13D.
Item 3.
|
Source and Amount of Funds or Other Considerations.
|
Item 3 of the Schedule
13D is amended and restated to read as follows:
The Reporting Persons
may be deemed to beneficially own 611,307 Shares, in aggregate. The amount and source of the funds for the transactions pursuant to
which the Reporting Persons may be deemed to beneficially own such Shares were approximately $6,490,666.87 in aggregate purchase price
for 611,307 Shares, derived from: (i) in the case of James H. Dahl, personal funds of James H. Dahl and funds from the following
trusts for which James H. Dahl serves as trustee: IRA FBO James H. Dahl Pershing LLC as Custodian ROTH Conversion Account, IRA FBO
James H. Dahl Pershing LLC as Custodian and Dahl Family Foundation, Inc.; and (ii) in the case of Rainey E. Lancaster, personal
funds of Rainey E. Lancaster.
Item 4.
|
Purpose of Transaction.
|
Item 4 of the Schedule
13D is supplemented by adding the following:
Since purchasing shares of the Issuer, the Reporting Persons have considered
the best possible ways to maximize shareholder value. The Issuer owns some of the best developable land in the Albuquerque metropolitan
area, specifically Rio Rancho, New Mexico. The Issuer would benefit from increased scale to fully capture the value of the assets. The
Reporting Persons believe the best way to maximize returns is through a strategic merger or sale.
As
stated in the Schedule 13D, the Reporting Persons intend to review their investments 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 Persons may in the future take
such actions with respect to their investments in the Issuer as they deem appropriate including, without limitation, engaging or continuing
to engage in communications with management and the Board of Directors of the Issuer, engaging in discussions, understandings or agreements
with shareholders of the Issuer or other third parties about the Issuer and the investments of the Reporting Persons or the voting of
Shares, purchasing additional Shares, selling some or all of their respective Shares, engaging in short selling of or any hedging or similar
transaction with respect to Shares, including swaps and other derivative instruments, or changing their intention with respect to any
and all matters referred to in Item 4.
Item 5.
|
Interest in Securities of the Issuer.
|
Item 5 of the Schedule
13D is amended and restated to read as follows:
(a)
According to the most recently filed Annual Report on Form 10-K of the Issuer for the fiscal year ended April 30, 2021, filed with the
SEC on July 27, 2021, the Issuer had 7,336,370 Shares outstanding as of July 19, 2021. Each Reporting Person may be deemed to have the
following beneficial ownership of Shares of the Issuer: (i) James H. Dahl may be deemed to beneficially own 611,307 Shares, in aggregate
(or 8.3% of the total number of Shares outstanding); and (ii) Rainey E. Lancaster may be deemed to beneficially own 60,000 Shares (or
0.8% of the total number of Shares outstanding). All holdings in this Statement on Schedule 13D are reported as of the closing of business
on September 2, 2021.
(b)
James H. Dahl has sole power to vote and dispose of 551,307 Shares, including: (i) 235,351 Shares held directly, (ii) 196,836 Shares held
by IRA FBO James H. Dahl Pershing LLC as Custodian ROTH Conversion Account, (iii) 25,000 Shares held by IRA FBO James H. Dahl Pershing
LLC as Custodian, and (iv) 94,120 Shares held by Dahl Family Foundation, Inc. Neither James H. Dahl nor any member of his family have
any pecuniary interest in Shares held by Dahl Family Foundation, Inc. The Reporting Persons have shared power to vote and dispose of 60,000
Shares held by Rainey E. Lancaster.
(c)
The Reporting Persons effected the following transactions in the Shares in open market transactions on the dates indicated, and such transactions
are the only transactions in the Shares by the Reporting Persons during the sixty days prior to and including September 2, 2021 (date
range: July 5, 2021 through September 2, 2021):
Date of Transaction
|
Number of Shares
Purchased
|
Price Per Share
|
7/7/2021
|
900
|
$11.27
|
7/8/2021
|
3,442
|
$11.49
|
8/9/2021
|
1,520
|
$13.90
|
8/23/2021
|
25,000
|
$13.84
|
8/31/2021
|
7,233
|
$14.52
|
9/1/2021
|
23,711
|
$15.09
|
9/2/2021
|
4,719
|
$16.74
|
(d)
No person other than the Reporting Persons are known to have the right to receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of, the Shares covered by this Statement on Schedule 13D.
(e)
Not applicable.
Item 7.
|
Material to Be Filed as Exhibits.
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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.
September 2, 2021
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/s/ James H. Dahl
|
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JAMES H. DAHL
|
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/s/ Rainey E. Lancaster
|
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RAINEY E. LANCASTER
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