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<SEC-DOCUMENT>0001021408-01-510956.txt : 20020412
<SEC-HEADER>0001021408-01-510956.hdr.sgml : 20020412
ACCESSION NUMBER:		0001021408-01-510956
CONFORMED SUBMISSION TYPE:	SC 13D/A
PUBLIC DOCUMENT COUNT:		5
FILED AS OF DATE:		20011130
GROUP MEMBERS:		GLENDI PUBLICATIONS INC
GROUP MEMBERS:		KAPPA MEDIA GROUP INC

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			KARABOTS NICK G
		CENTRAL INDEX KEY:			0000918213
		STANDARD INDUSTRIAL CLASSIFICATION:	UNKNOWN SIC - 0000 [0000]
		IRS NUMBER:				590936128
		STATE OF INCORPORATION:			PA
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13D/A

	BUSINESS ADDRESS:	
		STREET 1:		P O BOX 736
		CITY:			FORT WASHINGTON
		STATE:			PA
		ZIP:			19034
		BUSINESS PHONE:		2156435800

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	NICK G KARABOTS
		DATE OF NAME CHANGE:	19940127

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			AMREP CORP
		CENTRAL INDEX KEY:			0000006207
		STANDARD INDUSTRIAL CLASSIFICATION:	OPERATIVE BUILDERS [1531]
		IRS NUMBER:				590936128
		STATE OF INCORPORATION:			OK
		FISCAL YEAR END:			0430

	FILING VALUES:
		FORM TYPE:		SC 13D/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-12681
		FILM NUMBER:		1804268

	BUSINESS ADDRESS:	
		STREET 1:		641 LEXINGTON AVENUE
		STREET 2:		6TH FLOOR
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10022
		BUSINESS PHONE:		2127054700

	MAIL ADDRESS:	
		STREET 1:		641 LEXINGTON AVE
		STREET 2:		6TH FLOOR
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10022

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	AMERICAN REALTY & PETROLEUM CORP
		DATE OF NAME CHANGE:	19671019
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13D/A
<SEQUENCE>1
<FILENAME>dsc13da.txt
<DESCRIPTION>AMENDMENT NO. 13
<TEXT>
<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13D
                                 (Rule 13d-101)

              Under the Securities Exchange Act of 1934 (the "Act")

                               (Amendment No. 13)

                                AMREP Corporation
                                -----------------
                                (Name of Issuer)

                          Common Stock, $.10 par value
                         ------------------------------
                         (Title of Class of Securities)

                                    032159105
                                    ---------
                                 (CUSIP Number)

                              Nicholas G. Karabots
                                  P.O. Box 736
                            Fort Washington, PA 19034
                                 (215) 643-5800

                                 With a copy to:

                               F. Douglas Raymond
                           Drinker Biddle & Reath LLP
                                One Logan Square
                            18/th/ and Cherry Streets
                             Philadelphia, PA 19103

                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)

                                November 28, 2001
                                -----------------
             (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 (S)(S) 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 (S)240.13d-7 for other
parties to whom copies are to be sent.

<PAGE>

CUSIP NO. 032159105
         ---------------
- ------------------------------------------------------------------------------
      NAMES OF REPORTING PERSONS
 1    I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only).

      Nicholas G. Karabots
- ------------------------------------------------------------------------------
      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 2                                                              (a) [_]
                                                                (b) [_]
- ------------------------------------------------------------------------------
      SEC USE ONLY
 3
- ------------------------------------------------------------------------------
      SOURCE OF FUNDS
 4
      PF
- ------------------------------------------------------------------------------
      CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
      TO ITEMS 2(d) or 2(e) [_]
 5
- ------------------------------------------------------------------------------
      CITIZENSHIP OR PLACE OF ORGANIZATION
 6
      U.S.A
- ------------------------------------------------------------------------------
                          SOLE VOTING POWER
                     7
     NUMBER OF            3,246,733
      SHARES       -----------------------------------------------------------
                          SHARED VOTING POWER
   BENEFICIALLY      8
     OWNED BY             0
                   -----------------------------------------------------------
       EACH               SOLE DISPOSITIVE POWER
                     9
    REPORTING             3,246,733
      PERSON       -----------------------------------------------------------
                          SHARED DISPOSITIVE POWER
       WITH          10
                          0
- ------------------------------------------------------------------------------
      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
      3,246,733
- ------------------------------------------------------------------------------
      CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
                                                                    [_]
- ------------------------------------------------------------------------------
      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
      49.4%
- ------------------------------------------------------------------------------
      TYPE OF REPORTING PERSON
14
      IN
- ------------------------------------------------------------------------------

<PAGE>

CUSIP NO. 032159105
         ---------------
- ------------------------------------------------------------------------------
      NAMES OF REPORTING PERSONS
 1    I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only).

      Glendi Publications, Inc. 59-2235938
- ------------------------------------------------------------------------------
      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 2                                                              (a) [_]
                                                                (b) [_]
- ------------------------------------------------------------------------------
      SEC USE ONLY
 3
- ------------------------------------------------------------------------------
      SOURCE OF FUNDS
 4
      Not Applicable
- ------------------------------------------------------------------------------
      CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
      TO ITEMS 2(d) or 2(e) [_]
 5
- ------------------------------------------------------------------------------
      CITIZENSHIP OR PLACE OF ORGANIZATION
 6
      Delaware
- ------------------------------------------------------------------------------
                          SOLE VOTING POWER
                     7
     NUMBER OF            1,471,180
      SHARES       -----------------------------------------------------------
                          SHARED VOTING POWER
   BENEFICIALLY      8
     OWNED BY             0
                   -----------------------------------------------------------
       EACH               SOLE DISPOSITIVE POWER
                     9
    REPORTING             1,471,180
      PERSON       -----------------------------------------------------------
                          SHARED DISPOSITIVE POWER
       WITH          10
                          0
- ------------------------------------------------------------------------------
      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
      1,471,180
- ------------------------------------------------------------------------------
      CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
                                                                    [_]
- ------------------------------------------------------------------------------
      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
      22.4%
- ------------------------------------------------------------------------------
      TYPE OF REPORTING PERSON
14
      CO
- ------------------------------------------------------------------------------

<PAGE>

CUSIP NO. 032159105
         ---------------
- ------------------------------------------------------------------------------
      NAMES OF REPORTING PERSONS
 1    I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only).

      Kappa Media Group, Inc. 23-3047713
- ------------------------------------------------------------------------------
      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 2                                                              (a) [_]
                                                                (b) [_]
- ------------------------------------------------------------------------------
      SEC USE ONLY
 3
- ------------------------------------------------------------------------------
      SOURCE OF FUNDS
 4
      Not Applicable
- ------------------------------------------------------------------------------
      CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
      TO ITEMS 2(d) or 2(e) [_]
 5
- ------------------------------------------------------------------------------
      CITIZENSHIP OR PLACE OF ORGANIZATION
 6
      Pennsylvania
- ------------------------------------------------------------------------------
                          SOLE VOTING POWER
                     7
     NUMBER OF            410,000
      SHARES       -----------------------------------------------------------
                          SHARED VOTING POWER
   BENEFICIALLY      8
     OWNED BY             0
                   -----------------------------------------------------------
       EACH               SOLE DISPOSITIVE POWER
                     9
    REPORTING             410,000
      PERSON       -----------------------------------------------------------
                          SHARED DISPOSITIVE POWER
       WITH          10
                          0
- ------------------------------------------------------------------------------
      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
      410,000
- ------------------------------------------------------------------------------
      CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12                                                                  [_]

- ------------------------------------------------------------------------------
      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
      6.2%
- ------------------------------------------------------------------------------
      TYPE OF REPORTING PERSON
14
      CO
- ------------------------------------------------------------------------------

<PAGE>

     This Amendment No. 13 to Schedule 13D ("Amendment No. 13") amends and
supplements the prior statement on Schedule 13D (the "Statement") as filed by
Nicholas G. Karabots on Amendment No. 12 to Schedule 13D filed on October 24,
2001, Amendment No. 11 to Schedule 13D filed on June 6, 2000, Amendment No. 10
to Schedule 13D filed on July 31, 1996 Amendment No. 9 to Schedule 13D filed on
September 25, 1995, Amendment No. 8 to Schedule 13D filed on January 12, 1995,
Amendment No. 7 to Schedule 13D filed on January 5, 1995, Amendment No. 6 to
Schedule 13D filed on September 15, 1994, Amendment No. 5 to Schedule 13D filed
on June 2, 1994, Amendment No. 4 to Schedule 13D filed on March 1, 1994, and
Amendment No. 3 to Schedule 13D filed on January 31, 1994. Amendment No. 3 to
Schedule 13D amended and restated the entire text of the Statement on Schedule
13D filed on August 4, 1993, as amended by Amendment No. 1 filed on December 22,
1993 and Amendment No. 2 filed on January 21, 1994, all of which relate to the
Common Stock (the "Common Stock"), $.10 par value, of AMREP Corporation, an
Oklahoma corporation (the "Corporation"). In the event that any disclosure
contained in this Amendment No. 13 is inconsistent with the disclosures
contained in the Statement, the disclosures contained herein shall supersede
such inconsistent disclosures from the date of this Amendment No. 13.

Item 3. Source and Amounts of Funds or Other Consideration.

     Item 3 of the Statement is hereby amended by adding three new paragraphs
following the last paragraph of Item 3 to read as follows:

     Mr. Karabots acquired beneficial ownership of an aggregate of 15,900 shares
of Common Stock through open market purchases on the 23rd (2,700 shares at $
3.8185 per share), 24th (1,000 shares at $ 4.181 per share) and 26th (12,100
shares at $4.60 per share) of October, 2001 and on the 21st (100 shares at $4.50
per share) of November, 2001. Mr. Karabots purchased these shares using his
personal funds.

     Mr. Karabots acquired beneficial ownership of an aggregate of 54,700 shares
of Common Stock on November 28, 2001 pursuant to two Share Purchase Agreements
(the "November 28th Agreements"), both dated November 28, 2001, between Mr.
Karabots on the one hand and Hart Interior Design, Ltd. and Thomas Slowbe
(collectively, the "November 28th Sellers") on the other hand, for an aggregate
purchase price of $ 369,225.00, or $ 6.75 per share. Copies of these agreements
are attached hereto as Exhibit L and M and both are incorporated herein by
reference. Mr. Karabots purchased these shares using his personal funds.

     Mr. Karabots acquired beneficial ownership of an aggregate of 17,940 shares
of Common Stock on November 29, 2001 pursuant to a Share Purchase Agreement (the
"Greenplex Agreement"), dated November 29, 2001, between Mr. Karabots and
Greenplex Investments, LLC (together with the November 28th Sellers, the
"Sellers"), for a purchase price of $ 116,610.00, or $ 6.50 per share. A copy of
this agreement is attached hereto as Exhibit N and is incorporated herein by
reference. Mr. Karabots purchased these shares using his personal funds.

<PAGE>

Item 4. Purpose of the Transaction.

     Item 4 of the Statement is hereby amended and restated in its entirety as
follows:

     Mr. Karabots has acquired all the shares reported on this Statement as an
investment. Through the transactions with the Sellers and open market purchases
of Common Stock, Mr. Karabots now beneficially owns approximately 49.4% of the
outstanding Common Stock through direct and indirect holdings. Mr. Karabots
believes the Common Stock represents a good investment, and, depending upon
market conditions and other factors, Mr. Karabots' may, individually or with
others, seek to acquire additional or all of the remaining shares of Common
Stock, through open market purchases, privately negotiated transactions, a
negotiated merger or tender offer, or otherwise. Mr. Karabots offers no
assurances as to whether or not he will acquire additional, or dispose of,
shares of Common Stock.

     As a significant shareholder, Mr. Karabots may suggest business strategies
to the Corporation, which might include acquisitions, dispositions, sales or
other transfers of a material amount of assets of the Corporation or any of its
subsidiaries, material changes in capitalization, dividend policies, or the
composition of the Board of Directors of the Corporation in the future. Mr.
Karabots intends to review his ownership position in the Corporation from time
to time and may, depending upon his evaluation of the Corporation's business and
prospects, and upon future developments including, but not limited to, the
receptiveness of the Board of Directors of the Corporation to his proposals,
general economic conditions, and on the results of any negotiations with the
Board of Directors of the Corporation, determine to cease buying shares of the
Corporation or to increase or decrease his ownership position in the
Corporation.

     Other than as disclosed in this Statement, none of the persons named in
Item 2 above presently has any plan or proposal that relates to or might result
in:

 .  Any change in the present board of directors or management of the
   Corporation, including any plans or proposals to change the number or term
   of directors or to fill any existing vacancies on the board;

 .  Changes in the Corporation's charter, bylaws or instruments corresponding
   thereto or other actions which may impede the acquisition of control of the
   issuer by any person;

 .  Causing a class of securities of the Corporation to be delisted from a
   national securities exchange or to cease to be authorized to be quoted in
   an inter-dealer quotation system of a registered national securities
   association;

 .  A class of equity securities of the Corporation becoming eligible for
   termination of registration pursuant to Section 12(g)(4) of the Act; or

 .  Any action similar to any of those enumerated above.

<PAGE>

Item 5. Interest in Securities of the Company.

     Item 5 of the Statement is hereby amended by deleting paragraphs (a) and
(b) thereof and substituting therefor the following:

     (a) Mr. Karabots beneficially owns all of the 3,246,733 shares of the
Common Stock reported on this Statement, which shares represent approximately
49.4% of the outstanding shares of the Common Stock./1/ Mr. Karabots
beneficially owns 1,365,553 of such shares of the Common Stock directly,
1,471,180 of such shares indirectly through Glendi, and the remaining 410,000 of
such shares indirectly through Kappa. In addition, 2,500 of the shares of Common
Stock of the Company beneficially owned by Mr. Karabots represent options to
purchase Common Stock which are currently exercisable.

     (b) Mr. Karabots has sole voting and sole dispositive power as to all of
the 3,246,733 shares of the Common Stock reported on this Statement.

     (c) See Item 3.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
        Securities of the Company.

     Item 6 of the Statement is hereby amended by adding a new sixth and seventh
paragraph by inserting the following two paragraphs immediately after the fifth
paragraph and before the last paragraph:

     On November 28, 2001, Mr. Karabots purchased an aggregate of 54,700 shares
of the Common Stock for an aggregate purchase price of $ 369,225.00, or $ 6.75
per share pursuant to the November 28/th/ Agreements with each November 28th
Seller. Copies of these agreements are attached hereto as Exhibit L and M and
both are incorporated herein by reference.

     On November 29, 2001, Mr. Karabots purchased an aggregate of 17,940 shares
of the Common Stock for an aggregate purchase price of $ 116,610.00, or $ 6.50
per share pursuant to the Greenplex Agreement. A copy of this agreement is
attached hereto as Exhibit N and is incorporated herein by reference.

Item 7. Material Filed as Exhibits.

     Item 7 of the Statement is hereby amended by adding three new paragraphs
following the last paragraph of Item 7 as follows:

     L. Share Purchase Agreement, dated November 28, 2001, by and between
Nicholas G. Karabots and Hart Interior Design, Ltd.

___________
/1/ The percentage of outstanding shares of Common Stock was calculated with
reference to the number of shares outstanding as of September 14, 2001, reported
in the Corporation's Quarterly Report on Form 10-Q for the quarterly period
ending July 31, 2001, stated therein as amounting to 6,573,586.

<PAGE>

     M. Share Purchase Agreement, dated November 28, 2001, by and between
Nicholas G. Karabots and Thomas Slowbe.

     N. Share Purchase Agreement, dated November 29, 2001, by and between
Nicholas G. Karabots and Greenplex Investments, LLC.

     O. Joint Filing Agreement, dated November 29, 2001, by and between Nicholas
G. Karabots, Glendi Publications, Inc., and Kappa Media Group, Inc.

<PAGE>

                                   SIGNATURES

     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.

Date:  November 29, 2001                    /s/ Nicholas G. Karabots
                                            ------------------------
                                            Nicholas G. Karabots


     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.

                                            GLENDI PUBLICATIONS, INC.


Date:  November 29, 2001                    /s/ Nicholas G. Karabots
                                            ------------------------
                                            Nicholas G. Karabots, Chairman


     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.

                                            KAPPA MEDIA GROUP, INC.


Date:  November 29, 2001                    /s/ Nicholas G. Karabots
                                            ------------------------
                                            Nicholas G. Karabots, Chairman

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.L
<SEQUENCE>3
<FILENAME>dex99l.txt
<DESCRIPTION>SHARE PURCHASE AGREEMENT-HART INTERIOR
<TEXT>
<PAGE>


                                    Exhibit L

                            SHARE PURCHASE AGREEMENT

     This SHARE PURCHASE AGREEMENT (the "Agreement"), dated as of November 28,
2001 ("Closing Date"), is made by and between Hart Interior Design, Ltd., an
Arizona corporation ("Seller"), and Nicholas G. Karabots ("Purchaser").

                                   BACKGROUND:
                                   ----------

     Seller is the owner of Fifty-Two Thousand Five Hundred (52,500) shares of
the Common Stock, $.10 par value (the "Shares"), of AMREP Corporation, an
Oklahoma corporation (the "Company"). Seller had previously been interested in
pursuing certain transactions with the Company and certain of its subsidiaries,
but no longer has such interest. Consequently, Seller desires to sell the
Shares. Purchaser is willing to purchase the Shares from Seller, and Seller is
willing to sell the Shares to Purchaser, on the terms and conditions set forth
in this Agreement.

     NOW THEREFORE, in consideration of the premises and mutual covenants,
agreements, representations and warranties herein made, and for good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, intending to be legally bound, do hereby agree
as follows:

                                    AGREEMENT
                                    ---------

     1.   Sale and Purchase of Shares:
          ---------------------------


          (a) Seller hereby sells, conveys, transfers and delivers to the
Purchaser, and Purchaser hereby purchases from Seller, the Shares for an
aggregate purchase price of $354,375.00 (the "Purchase Price"), representing
$ 6.75 for each share.

          (b) Seller has, simultaneously with the execution and delivery
of this Agreement, delivered to Purchaser certificate number NY 00018625 ,
representing all of the Shares to be transferred to Purchaser hereby, duly
endorsed in blank or with separate stock powers attached thereto and executed in
blank (in each case, with all signatures medallion guaranteed by a financial
institution that is a member of The Securities Transfer Association Medallion
Program, New York Stock Exchange Medallion Program or Stock Exchange Medallion
Program) (the "Certificate").

                                      -1-



<PAGE>

          (c)  Promptly upon receipt by Purchaser of the Certificate, Purchaser
shall pay the Purchase Price to Seller by check or wire transfer of immediately
available funds.

     2.   Representations and Warranties:
          ------------------------------

          (a)  Seller hereby represents and warrants to Purchaser that:

               (i)   Seller is the lawful owner, beneficially and of record, of
the Shares. Seller is conveying good and valid title to the Shares, free and
clear of any lien, claim, encumbrance or restriction of any kind. The Shares
constitute all of the shares of capital stock or other securities of the Company
owned, beneficially or of record, by Seller or any of Seller's affiliates.

               (ii)  Seller has all necessary power and authority to execute,
deliver and perform this Agreement and to carry out its obligations hereunder.
Seller is not subject to or obligated under any contract provision or other
agreement, or subject to any order, decree, law, rule or regulation, which would
be violated by this Agreement or the sale of the Shares to Purchaser. No
authorization, consent or approval of any third party is necessary for the
consummation by Seller of the transactions contemplated hereby.

               (iii) All  negotiations  relating to this Agreement have been
carried on by Seller  directly without the intervention of any person, firm,
corporation or entity who or which may be entitled to any brokerage fee or other
commission in respect of the execution of
this Agreement or the consummation of the transactions contemplated hereby, and
Seller agrees to indemnify and hold Purchaser harmless against any and all
claims, losses, liabilities or expenses which may be asserted against Purchaser
as a result of any dealings, arrangements or agreements between Seller and any
such person, firm, corporation or entity.

               (iv)  Seller acknowledges that Purchaser is a director and
stockholder of the Company. Seller has made its decision to enter into this
Agreement after consideration and examination of facts and circumstances it
gathered independently, acknowledges that it has not received any information
regarding the Company from Purchaser and that it is in no way relying on any
information received from Purchaser. Seller hereby irrevocably waives any right
to claim that Purchaser should have disclosed to Seller any information
regarding the Company. Seller further acknowledges that Purchaser may in the
future purchase additional shares of the Company at a purchase price and under
terms different than those contained herein.

          (b)  Purchaser hereby represents and warrants to Seller the following:

                                      -2-

<PAGE>

             (i)   Purchaser has all necessary power and authority to execute,
deliver and perform this Agreement and to carry out its obligations hereunder.
Purchaser is not subject to or obligated under any contract provision or other
agreement, or subject to any order, decree, law, rule or regulation, which would
be violated by this Agreement or the purchase of the Shares. No authorization,
consent or approval of any third party is necessary for the consummation by
Purchaser of the transactions contemplated hereby.

             (ii)  Purchaser is acquiring the Shares solely for Purchaser's own
account as an investment and not with a view to, or for resale in connection
with, any distribution in violation of the Securities Act of 1933 (the
"Securities Act") or applicable state securities laws.

             (iii) All negotiations relating to this Agreement have been carried
on by Purchaser directly without the intervention of any person, firm,
corporation or entity who or which may be entitled to any brokerage fee or other
commission in respect of the execution of this Agreement or the consummation of
the transactions contemplated hereby, and Purchaser agrees to indemnify and hold
Seller harmless against any and all claims, losses, liabilities or expenses
which may be asserted against Seller as a result of any dealings, arrangements
or agreements between Purchaser and any such person, firm, corporation or
entity.

     3.  Attorney-in-fact: Seller irrevocably constitutes and appoints Purchaser
         ----------------
the true and lawful agent and attorney-in-fact of Seller with respect to the
Shares, with full power of substitution (such power of attorney being deemed to
be an irrevocable power coupled with an interest) to (i) deliver certificates
for the Shares, or transfer ownership of the Shares on the account books
maintained by the Company's book-entry transfer facility, together, in any such
case, with all accompanying evidence of transfer and authenticity, to itself or
its designee (ii) present the Shares for transfer on the books of the Company,
and (iii) receive all benefits and otherwise exercise all rights of beneficial
ownership of the Shares, all in accordance the terms contained herein.

     4.  Backup Withholding: Seller represents that it and the transactions
         ------------------
contemplated herein are not subject to backup withholding or any other
withholding provisions of the Internal Revenue Code (the "Code"). Seller agrees
to provide Purchaser with appropriate proof certifying, as required by the Code
and Treasury Regulations, that it is not subject to any backup withholding.
Seller further agrees that its correct name, address, social security number or
employer identification number and any other information required by the Code or
IRS Treasury Regulations have been provided on the requisite forms.

     5.  Further Assurances: Seller and Purchaser each shall, at any time and
         ------------------
from time to time after the execution and delivery of this Agreement, upon
request of the other, do, execute, acknowledge and deliver or cause to be done,
executed, acknowledged and delivered,

                                      -3-

<PAGE>

such further acts, assignments, transfers, conveyances and assurances as may be
reasonably necessary to further effectuate the terms of this agreement.

     6.  Expenses: Each party hereto shall pay its own expenses incidental to
         --------
the carrying out of the provisions of this Agreement and the consummation of the
transactions contemplated hereby.

     7.  Successors and Assigns: All authority herein conferred or agreed to be
         ----------------------
conferred shall survive the death or incapacity of either party, and any
obligation of either party hereto shall be binding upon the heirs, executors,
administrators, personal representatives, trustees in bankruptcy, successors and
assigns of such party. Purchaser may assign its rights under this Agreement to
any corporation or other entity that is an affiliate of Purchaser (within the
meaning of the federal securities laws). Except as otherwise provided in the
preceding sentence, this Agreement may not be assigned by either party hereto
without the prior written consent of the other party.

     8.  Integration: This Agreement constitutes the entire agreement between
         -----------
the parties hereto with respect to the purchase and sale of the Shares and
supersedes all other prior agreements and understandings.

     9.  Counterparts: This Agreement may be executed in any number of
         ------------
counterparts and each of such counterparts shall for any purposes be deemed to
be an original; and all such counterparts shall together constitute but one and
the same document.

     10. Governing Law: This Agreement shall be construed in accordance with and
         -------------
governed by the internal laws of the Commonwealth of Pennsylvania without regard
to otherwise applicable principals of conflicts of laws.

     11. Specific Performance: Seller acknowledges that the Shares are unique
         --------------------
and otherwise not available and agrees that in addition to any other remedies,
Purchaser may invoke any equitable remedies to enforce delivery of the Shares
hereunder, including, without limitation, an action or suit for specific
performance.




                            [Signature Page Follows]

                                      -4-

<PAGE>


             IN WITNESS WHEREOF, the undersigned have executed this Agreement as
of the date first written above.

                                   SELLER

                                   HART INTERIOR DESIGN, LTD.,
                                   an Arizona corporation


                                   By: /s/ Athena Hart
                                      ---------------------------------------
                                           Athena Hart, its President



                                      Address:  c/o Recorp Management, Inc.
                                                7720 E. Redfield Road, Suite 8
                                                Scottsdale, AZ  85260

                                      Taxpayer Identification Number: 86-0561446


                                   PURCHASER


                                   /s/ Nicholas G. Karabots
                                   ------------------------
                                   NICHOLAS G. KARABOTS





                     [Signature Page to Purchase Agreement]

                                      -5-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.M
<SEQUENCE>4
<FILENAME>dex99m.txt
<DESCRIPTION>SHARE PURCHASE AGREEMENT-THOMAS SLOWBE
<TEXT>
<PAGE>


                                    Exhibit M

                            SHARE PURCHASE AGREEMENT

         This SHARE PURCHASE AGREEMENT (the "Agreement"), dated as of November
28, 2001 ("Closing Date"), is made by and between Thomas Slowbe ("Seller"), and
Nicholas G. Karabots ("Purchaser").

                                   BACKGROUND:
                                   -----------

         Seller is the owner of Two Thousand Two Hundred (2,200) shares of the
Common Stock, $.10 par value (the "Shares"), of AMREP Corporation, an Oklahoma
corporation (the "Company"). Seller had previously been interested in pursuing
certain transactions with the Company and certain of its subsidiaries, but no
longer has such interest. Consequently, Seller desires to sell the Shares.
Purchaser is willing to purchase the Shares from Seller, and Seller is willing
to sell the Shares to Purchaser, on the terms and conditions set forth in this
Agreement.

         NOW THEREFORE, in consideration of the premises and mutual covenants,
agreements, representations and warranties herein made, and for good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, intending to be legally bound, do hereby agree
as follows:

                                    AGREEMENT
                                    ---------

         1.     Sale and Purchase of Shares:
                ---------------------------

                (a) Seller hereby sells, conveys, transfers and delivers to
the Purchaser, and Purchaser hereby purchases from Seller, the Shares for an
aggregate purchase price of $14,850.00 (the "Purchase Price"), representing $
6.75 for each share.

                (b) Seller has, simultaneously with the execution and delivery
of this Agreement, delivered to Purchaser certificate number NY 00018623,
representing all of the Shares to be transferred to Purchaser hereby, duly
endorsed in blank or with separate stock powers attached thereto and executed in
blank (in each case, with all signatures medallion guaranteed by a financial
institution that is a member of The Securities Transfer Association Medallion
Program, New York Stock Exchange Medallion Program or Stock Exchange Medallion
Program) (the "Certificate").

                                      -1-

<PAGE>

                (c) Promptly upon receipt by Purchaser of the Certificate,
Purchaser shall pay the Purchase Price to Seller by check or wire transfer of
immediately available funds.

         2.     Representations and Warranties:
                ------------------------------

                (a) Seller hereby represents and warrants to Purchaser that:

                    (i)   Seller is the lawful owner, beneficially and of
record, of the Shares. Seller is conveying good and valid title to the Shares,
free and clear of any lien, claim, encumbrance or restriction of any kind. The
Shares constitute all of the shares of capital stock or other securities of the
Company owned, beneficially or of record, by Seller or any of Seller's
affiliates.
                    (ii)  Seller has all necessary power and authority to
execute, deliver and perform this Agreement and to carry out its obligations
hereunder. Seller is not subject to or obligated under any contract provision or
other agreement, or subject to any order, decree, law, rule or regulation, which
would be violated by this Agreement or the sale of the Shares to Purchaser. No
authorization, consent or approval of any third party is necessary for the
consummation by Seller of the transactions contemplated hereby.

                    (iii) All  negotiations  relating to this Agreement have
been carried on by Seller directly without the intervention of any person, firm,
corporation or entity who or which may be entitled to any brokerage fee or other
commission in respect of the execution of this Agreement or the consummation of
the transactions contemplated hereby, and Seller agrees to indemnify and hold
Purchaser harmless against any and all claims, losses, liabilities or expenses
which may be asserted against Purchaser as a result of any dealings,
arrangements or agreements between Seller and any such person, firm, corporation
or entity.

                    (iv)  Seller acknowledges that Purchaser is a director and
stockholder of the Company. Seller has made its decision to enter into this
Agreement after consideration and examination of facts and circumstances it
gathered independently, acknowledges that it has not received any information
regarding the Company from Purchaser and that it is in no way relying on any
information received from Purchaser. Seller hereby irrevocably waives any right
to claim that Purchaser should have disclosed to Seller any information
regarding the Company. Seller further acknowledges that Purchaser may in the
future purchase additional shares of the Company at a purchase price and under
terms different than those contained herein.

                (b) Purchaser hereby represents and warrants to Seller the
following:

                                      -2-

<PAGE>


                    (i)   Purchaser has all necessary power and authority to
execute, deliver and perform this Agreement and to carry out its obligations
hereunder. Purchaser is not subject to or obligated under any contract provision
or other agreement, or subject to any order, decree, law, rule or regulation,
which would be violated by this Agreement or the purchase of the Shares. No
authorization, consent or approval of any third party is necessary for the
consummation by Purchaser of the transactions contemplated hereby.

                    (ii)  Purchaser is acquiring the Shares solely for
Purchaser's own account as an investment and not with a view to, or for resale
in connection with, any distribution in violation of the Securities Act of 1933
(the "Securities Act") or applicable state securities laws.

                    (iii) All negotiations relating to this Agreement have been
carried on by Purchaser directly without the intervention of any person, firm,
corporation or entity who or which may be entitled to any brokerage fee or other
commission in respect of the execution of this Agreement or the consummation of
the transactions contemplated hereby, and Purchaser agrees to indemnify and hold
Seller harmless against any and all claims, losses, liabilities or expenses
which may be asserted against Seller as a result of any dealings, arrangements
or agreements between Purchaser and any such person, firm, corporation or
entity.

         3.     Attorney-in-fact: Seller irrevocably constitutes and appoints
                ----------------
Purchaser the true and lawful agent and attorney-in-fact of Seller with respect
to the Shares, with full power of substitution (such power of attorney being
deemed to be an irrevocable power coupled with an interest) to (i) deliver
certificates for the Shares, or transfer ownership of the Shares on the account
books maintained by the Company's book-entry transfer facility, together, in any
such case, with all accompanying evidence of transfer and authenticity, to
itself or its designee (ii) present the Shares for transfer on the books of the
Company, and (iii) receive all benefits and otherwise exercise all rights of
beneficial ownership of the Shares, all in accordance the terms contained
herein.

         4.     Backup Withholding: Seller represents that it and the
                ------------------
transactions contemplated herein are not subject to backup withholding or any
other withholding provisions of the Internal Revenue Code (the "Code"). Seller
agrees to provide Purchaser with appropriate proof certifying, as required by
the Code and Treasury Regulations, that it is not subject to any backup
withholding. Seller further agrees that its correct name, address, social
security number or employer identification number and any other information
required by the Code or IRS Treasury Regulations have been provided on the
requisite forms.

         5.     Further Assurances: Seller and Purchaser each shall, at any time
                ------------------
and from time to time after the execution and delivery of this Agreement, upon
request of the other, do, execute, acknowledge and deliver or cause to be done,
executed, acknowledged and delivered,

                                      -3-

<PAGE>

such further acts, assignments, transfers, conveyances and assurances as may be
reasonably necessary to further effectuate the terms of this agreement.

          6.  Expenses: Each party hereto shall pay its own expenses incidental
              --------
to the carrying out of the provisions of this Agreement and the consummation of
the transactions contemplated hereby.

          7.  Successors and Assigns: All authority herein conferred or agreed
              ----------------------
to be conferred shall survive the death or incapacity of either party, and any
obligation of either party hereto shall be binding upon the heirs, executors,
administrators, personal representatives, trustees in bankruptcy,successors and
assigns of such party. Purchaser may assign its rights under this Agreement to
any corporation or other entity that is an affiliate of Purchaser (within the
meaning of the federal securities laws). Except as otherwise provided in the
preceding sentence, this Agreement may not be assigned by either party hereto
without the prior written consent of the other party.

          8.  Integration: This Agreement constitutes the entire agreement
              -----------
between the parties hereto with respect to the purchase and sale of the Shares
and supersedes all other prior agreements and understandings.

          9.  Counterparts: This Agreement may be executed in any number of
              ------------
counterparts and each of such counterparts shall for any purposes be deemed to
be an original; and all such counterparts shall together constitute but one and
the same document.

          10. Governing Law: This Agreement shall be construed in accordance
              --------------
with and governed by the internal laws of the Commonwealth of Pennsylvania
without regard to otherwise applicable principals of conflicts of laws.

          11. Specific Performance: Seller acknowledges that the Shares are
              --------------------
unique and otherwise not available and agrees that in addition to any other
remedies, Purchaser may invoke any equitable remedies to enforce delivery of the
Shares hereunder, including, without limitation, an action or suit for specific
performance.

                            [Signature Page Follows]

                                      -4-

<PAGE>

         IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first written above.

                              SELLER

                              /s/ Thomas D. Slowbe
                              ---------------------------------------------
                              THOMAS D. SLOWBE

                              Address:    c/o Recorp Management, Inc.
                                          7720 E. Redfield Road, Suite 8
                                          Scottsdale, AZ  85260


                              Taxpayer I.D. Number: ###-##-####


                              PURCHASER

                              /s/ Nicholas G. Karabots
                              ---------------------------------------------
                              NICHOLAS G. KARABOTS





                     [Signature Page to Purchase Agreement]

                                      -5-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.N
<SEQUENCE>5
<FILENAME>dex99n.txt
<DESCRIPTION>SHARE PURCHASE AGREEMENT-GREENPLEX INVESTMENTS
<TEXT>
<PAGE>

                                    Exhibit N

                            SHARE PURCHASE AGREEMENT

     This SHARE PURCHASE AGREEMENT (the "Agreement"), dated as of November 29,
2001 ("Closing Date"), is made by and between Greenplex Investments, LLC, an
Arizonia limited liability company ("Seller"), and Nicholas G. Karabots
("Purchaser").

                                   BACKGROUND:
                                   -----------

     Seller is the owner of Seventeen Thousand Nine Hundred Forty (17,940)
shares of the Common Stock, $.10 par value (the "Shares"), of AMREP Corporation,
an Oklahoma corporation (the "Company"). Seller had previously been interested
in pursuing certain transactions with the Company and certain of its
subsidiaries, but no longer has such interest. Consequently, Seller desires to
sell the Shares. Purchaser is willing to purchase the Shares from Seller, and
Seller is willing to sell the Shares to Purchaser, on the terms and conditions
set forth in this Agreement.

     NOW THEREFORE, in consideration of the premises and mutual covenants,
agreements, representations and warranties herein made, and for good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, intending to be legally bound, do hereby agree
as follows:

                                    AGREEMENT
                                    ---------

     1.   Sale and Purchase of Shares:
          ---------------------------

          (a) Seller hereby sells, conveys, transfers and delivers to the
Purchaser, and Purchaser hereby purchases from Seller, the Shares for an
aggregate purchase price of $116,610.00 (the "Purchase Price"), representing $
6.50 for each share.

          (b) Seller has, simultaneously with the execution and delivery of this
Agreement, delivered to Purchaser certificates numbered NY 00018620, NY 18628
and NY 00018619, representing all of the Shares to be transferred to Purchaser
hereby, duly endorsed in blank or with separate stock powers attached thereto
and executed in blank (in each case, with all signatures medallion guaranteed by
a financial institution that is a member of The Securities Transfer Association
Medallion Program, New York Stock Exchange Medallion Program or Stock Exchange
Medallion Program) (the "Certificate").

                                      - 1 -

<PAGE>

          (c) Promptly upon receipt by Purchaser of the Certificate, Purchaser
shall pay the Purchase Price to Seller by check or wire transfer of immediately
available funds.

     2.   Representations and Warranties:
          ------------------------------

          (a)  Seller hereby represents and warrants to Purchaser that:

               (i)   Seller is the lawful owner, beneficially and of record, of
the Shares. Seller is conveying good and valid title to the Shares, free and
clear of any lien, claim, encumbrance or restriction of any kind. The Shares
constitute all of the shares of capital stock or other securities of the Company
owned, beneficially or of record, by Seller or any of Seller's affiliates.

               (ii)  Seller has all necessary power and authority to execute,
deliver and perform this Agreement and to carry out its obligations hereunder.
Seller is not subject to or obligated under any contract provision or other
agreement, or subject to any order, decree, law, rule or regulation, which would
be violated by this Agreement or the sale of the Shares to Purchaser. No
authorization, consent or approval of any third party is necessary for the
consummation by Seller of the transactions contemplated hereby.

               (iii) All negotiations relating to this Agreement have been
carried on by Seller directly without the intervention of any person, firm,
corporation or entity who or which may be entitled to any brokerage fee or other
commission in respect of the execution of this Agreement or the consummation of
the transactions contemplated hereby, and Seller agrees to indemnify and hold
Purchaser harmless against any and all claims, losses, liabilities or expenses
which may be asserted against Purchaser as a result of any dealings,
arrangements or agreements between Seller and any such person, firm, corporation
or entity.

               (iv)  Seller acknowledges that Purchaser is a director and
stockholder of the Company. Seller has made its decision to enter into this
Agreement after consideration and examination of facts and circumstances it
gathered independently, acknowledges that it has not received any information
regarding the Company from Purchaser and that it is in no way relying on any
information received from Purchaser. Seller hereby irrevocably waives any right
to claim that Purchaser should have disclosed to Seller any information
regarding the Company. Seller further acknowledges that Purchaser may in the
future purchase additional shares of the Company at a purchase price and under
terms different than those contained herein.

          (b)  Purchaser hereby represents and warrants to Seller the following:

                                      - 2 -

<PAGE>

               (i)   Purchaser has all necessary power and authority to execute,
deliver and perform this Agreement and to carry out its obligations hereunder.
Purchaser is not subject to or obligated under any contract provision or other
agreement, or subject to any order, decree, law, rule or regulation, which would
be violated by this Agreement or the purchase of the Shares. No authorization,
consent or approval of any third party is necessary for the consummation by
Purchaser of the transactions contemplated hereby.

               (ii)  Purchaser is acquiring the Shares solely for Purchaser's
own account as an investment and not with a view to, or for resale in connection
with, any distribution in violation of the Securities Act of 1933 (the
"Securities Act") or applicable state securities laws.

               (iii) All negotiations relating to this Agreement have been
carried on by Purchaser directly without the intervention of any person, firm,
corporation or entity who or which may be entitled to any brokerage fee or other
commission in respect of the execution of this Agreement or the consummation of
the transactions contemplated hereby, and Purchaser agrees to indemnify and hold
Seller harmless against any and all claims, losses, liabilities or expenses
which may be asserted against Seller as a result of any dealings, arrangements
or agreements between Purchaser and any such person, firm, corporation or
entity.

     3.   Attorney-in-fact: Seller irrevocably constitutes and appoints
          ----------------
Purchaser the true and lawful agent and attorney-in-fact of Seller with respect
to the Shares, with full power of substitution (such power of attorney being
deemed to be an irrevocable power coupled with an interest) to (i) deliver
certificates for the Shares, or transfer ownership of the Shares on the account
books maintained by the Company's book-entry transfer facility, together, in any
such case, with all accompanying evidence of transfer and authenticity, to
itself or its designee (ii) present the Shares for transfer on the books of the
Company, and (iii) receive all benefits and otherwise exercise all rights of
beneficial ownership of the Shares, all in accordance the terms contained
herein.

     4.   Backup Withholding: Seller represents that it and the transactions
          ------------------
contemplated herein are not subject to backup withholding or any other
withholding provisions of the Internal Revenue Code (the "Code"). Seller agrees
to provide Purchaser with appropriate proof certifying, as required by the Code
and Treasury Regulations, that it is not subject to any backup withholding.
Seller further agrees that its correct name, address, social security number or
employer identification number and any other information required by the Code or
IRS Treasury Regulations have been provided on the requisite forms.

     5.   Further Assurances: Seller and Purchaser each shall, at any time and
          ------------------
from time to time after the execution and delivery of this Agreement, upon
request of the other, do, execute, acknowledge and deliver or cause to be done,
executed, acknowledged and delivered,

                                      - 3 -

<PAGE>

such further acts, assignments, transfers, conveyances and assurances as may be
reasonably necessary to further effectuate the terms of this agreement.

     6.   Expenses: Each party hereto shall pay its own expenses incidental to
          --------
the carrying out of the provisions of this Agreement and the consummation of the
transactions contemplated hereby.

     7.   Successors and Assigns: All authority herein conferred or agreed to be
          ------------------------
conferred shall survive the death or incapacity of either party, and any
obligation of either party hereto shall be binding upon the heirs, executors,
administrators, personal representatives, trustees in bankruptcy,successors and
assigns of such party. Purchaser may assign its rights under this Agreement to
any corporation or other entity that is an affiliate of Purchaser (within the
meaning of the federal securities laws). Except as otherwise provided in the
preceding sentence, this Agreement may not be assigned by either party hereto
without the prior written consent of the other party.

     8.   Integration: This Agreement constitutes the entire agreement between
          -----------
the parties hereto with respect to the purchase and sale of the Shares and
supersedes all other prior agreements and understandings.

     9.   Counterparts: This Agreement may be executed in any number of
          ------------
counterparts and each of such counterparts shall for any purposes be deemed to
be an original; and all such counterparts shall together constitute but one and
the same document.

     10.  Governing Law: This Agreement shall be construed in accordance with
          --------------
and governed by the internal laws of the Commonwealth of Pennsylvania without
regard to otherwise applicable principals of conflicts of laws.

     11.  Specific Performance: Seller acknowledges that the Shares are unique
          ---------------------
and otherwise not available and agrees that in addition to any other remedies,
Purchaser may invoke any equitable remedies to enforce delivery of the Shares
hereunder, including, without limitation, an action or suit for specific
performance.





                            [Signature Page Follows]

                                     - 4 -

<PAGE>

     IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date first written above.

                                        SELLER

                                        GREENPLEX INVESTMENTS, L.L.C., an
                                        Arizonia limited liability company

                                        /s/ David P. Maniatis
                                        ----------------------------------------
                                        David P. Maniatis, Manager

                                        Address:  7720 E. Redfield Road, Suite 8
                                                  Scottsdale, AZ  85260

                                        Taxpayer I.D. Number: 86-0805127


                                        PURCHASER

                                        /s/ Nicholas G. Karabots
                                        ----------------------------------------
                                        NICHOLAS G. KARABOTS





                     [Signature Page to Purchase Agreement]

                                      - 5 -

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.O
<SEQUENCE>6
<FILENAME>dex99o.txt
<DESCRIPTION>JOINT FILING AGREEMENT
<TEXT>
<PAGE>

                                    EXHIBIT O

                  JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1

     The undersigned agree to file jointly with the Securities and Exchange
Commission ("SEC") any and all statements on Schedule 13D (and any amendments or
supplements thereto) required under Section 13(d) of the Securities Exchange Act
of 1934, as amended, in connection with transactions by the undersigned in the
Common Stock of AMREP Corporation. Each of the undersigned will be responsible
for the timely filing of the Schedule 13D and all amendments thereto, and for
the completeness and accuracy of the information concerning such party contained
therein. None of the undersigned shall be responsible for the completeness or
accuracy of the information concerning any other party contained in the Schedule
13D or any amendment thereto, except to the extent such person knows or has
reason to believe that such information is inaccurate.


Dated: November 29, 2001                        /s/ Nicholas G. Karabots
                                                ------------------------
                                                Nicholas G. Karabots



Dated: November 29, 2001                        GLENDI PUBLICATIONS, INC.

                                                /s/ Nicholas G. Karabots
                                                ------------------------
                                                Nicholas G. Karabots, Chairman



Dated: November 29, 2001                        KAPPA MEDIA GROUP, INC.

                                                /s/ Nicholas G. Karabots
                                                ------------------------
                                                Nicholas G. Karabots, Chairman



</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
