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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                              --------------------

                                    FORM 10-K
                 ANNUAL REPORT PURSUANT TO SECTIONS 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

(Mark One)

[ x ] Annual  Report  pursuant  to  Section  13 or  15(d)  of the  Securities
      Exchange Act of 1934 For the fiscal year ended April 30, 2009
                                       OR

[   ] Transition  Report  pursuant  to Section  13 or 15(d) of the  Securities
      Exchange Act of 1934 For the transition period from          to
                                                          --------    ---------

                          Commission File Number 1-4702
                                                -------

                                AMREP CORPORATION
                                -----------------
             (Exact name of registrant as specified in its Charter)

             Oklahoma                                    59-0936128
             --------                                    ----------
  (State or other jurisdiction of              (IRS Employer Identification No.)
   incorporation or organization)

   300 Alexander Park, Suite 204
       Princeton, New Jersey                               08540
       ---------------------                               -----
(Address of principal executive offices)                (Zip Code)

       Registrant's telephone number, including area code: (609) 716-8200
                                                           --------------

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

     Title of Each Class               Name of Each Exchange on Which Registered
     -------------------               -----------------------------------------
  Common Stock $.10 par value                     New York Stock Exchange

        Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the Registrant is a well-known  seasoned  issuer,
as defined in Rule 405 of the Securities Act.
                            Yes         No   X
                                -----      -----

Indicate  by  check  mark if the  Registrant  is not  required  to file  reports
pursuant  to Section  13 or 15(d) of the  Securities  Exchange  Act of 1934 (the
"Act").
                            Yes         No   X
                                -----      -----

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Act during the preceding 12 months (or
for such shorter  period that the Registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
                            Yes   X     No
                                -----      -----

Indicate by check mark whether the Registrant has submitted  electronically  and
posted on its corporate Web site, if any, every  Interactive  Data File required
to be  submitted  and posted  pursuant to Rule 405 of  Regulation  S-T  (section
229.405 of this  chapter)  during the  preceding  12 months (or for such shorter
period that the registrant was required to submit and post such files).

                            Yes         No
                                -----      -----

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation S-K (section 229.405 of this chapter) is not contained herein, and
will not be contained,  to the best of the Registrant's knowledge, in definitive
proxy or information  statements  incorporated  by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [X ]

Indicate by check mark whether the Registrant is a large  accelerated  filer, an
accelerated  filer or a  non-accelerated  filer.  See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Act.

Large accelerated filer              Accelerated filer           X
                            ---                                 ---

Non-accelerated filer                Smaller reporting company
                            ---                                 ---
(Do not check if a smaller
 reporting company)

Indicate by check mark whether the Registrant is a shell company (as defined in
Rule 12b-2 of the Act).
               Yes                           No   X
                    -----                       -----

As of October 31, 2008, which was the last business day of the Registrant's most
recently  completed  second fiscal  quarter,  the aggregate  market value of the
Common Stock held by  non-affiliates  of the  Registrant was  $52,088,734.  Such
aggregate  market  value was  computed by reference to the closing sale price of
the  Registrant's  Common Stock as quoted on the New York Stock Exchange on such
date. For purposes of making this  calculation  only, the Registrant has defined
affiliates as including all directors and executive officers and certain persons
related to them.  In making such  calculation,  the  Registrant  is not making a
determination of the affiliate or non-affiliate  status of any holders of shares
of Common Stock.

As of July 10, 2009,  there were  5,996,212  shares of the  Registrant's  Common
Stock outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

As  stated  in Part III of this  annual  report on Form  10-K,  portions  of the
Registrant's  definitive  proxy  statement to be filed within 120 days after the
end of the  fiscal  year  covered  by  this  annual  report  on  Form  10-K  are
incorporated herein by reference.

                                       2

                                     PART I
                                     ------
Item 1. Business
------- --------
                                     GENERAL

The Company* was organized in 1961 and, through its  subsidiaries,  is primarily
engaged in four business  segments:  the Real Estate business  operated by AMREP
Southwest Inc. and its subsidiaries (collectively,  "AMREP Southwest"),  and the
Subscription  Fulfillment Services,  Newsstand Distribution Services and Product
Fulfillment Services and other businesses operated by Kable Media Services, Inc.
and  its  subsidiaries   (collectively,   "Kable"  or  "Media  Services").  Data
concerning  industry  segments  is set  forth  in  Note 20 of the  notes  to the
consolidated  financial  statements.  The Company's foreign sales and activities
are not significant.

All references in this Item 1 to 2009, 2008 and 2007 mean the fiscal years ended
April 30, 2009, 2008 and 2007, unless otherwise qualified.

                             REAL ESTATE OPERATIONS

The Company  conducts its Real Estate  business  through AMREP  Southwest,  with
these  activities  occurring  primarily  in the City of Rio Rancho  and  certain
adjoining areas of Sandoval County,  New Mexico.  References below to Rio Rancho
include the City and such adjoining  areas. As of July 1, 2009,  AMREP Southwest
had ten employees.

Properties - Rio Rancho

Rio  Rancho  consists  of  91,049  contiguous  acres  in  Sandoval  County  near
Albuquerque,  of  which  approximately  73,810  acres  have  been  platted  into
approximately   114,680  residential  and  commercial  lots,  16,470  acres  are
dedicated to  community  facilities,  roads and  drainage  and the  remainder is
unplatted land. At April 30, 2009, approximately 90,450 of these residential and
commercial  lots had been sold by AMREP  Southwest  net of lot  repurchases  and
those  returned  to  AMREP  Southwest  by deeds  in lieu of  foreclosure.  AMREP
Southwest  currently  owns  approximately  17,340 acres in Rio Rancho,  of which
approximately 4,460 acres are in contiguous blocks, which are being developed or
are suitable for development,  and approximately 2,010 acres are in areas with a
high concentration of ownership, where AMREP Southwest owns more than 50% of the
lots in the area.  These  high  concentration  areas are  suitable  for  special
assessment  districts  or city  redevelopment  areas  that may allow for  future
development under the auspices of local  government.  The balance of acres owned
is in scattered  lots,  where AMREP  Southwest owns less than 50% of the lots in
the area, that may require the purchase of a sufficient number of adjoining lots
to create tracts  suitable for development or that AMREP Southwest may offer for
sale individually or in small groups.

Development  activities  conducted  or arranged by AMREP  Southwest  include the
obtaining of necessary governmental approvals ("entitlements"),  installation of
utilities and necessary storm drains, and building or improving of roads. At Rio
Rancho,  AMREP  Southwest  is  developing  both  residential  lots and sites for
commercial  and  industrial  use as the demand  warrants,  and also is  securing
entitlements  for  large  development  tracts  for  sale  to  homebuilders.  The
engineering  work at Rio Rancho is performed by both AMREP  Southwest  employees
and outside firms,  but  development  work is performed by outside  contractors.
AMREP Southwest  personnel market land at Rio Rancho,  both directly and through
brokers.  AMREP  Southwest  competes with other owners of land in the Rio Rancho
and Albuquerque  area that offer for sale developed  residential  lots and sites
for commercial and industrial use.

The City of Rio Rancho is the third largest city in New Mexico with a population
of  approximately  80,000.  It was  named  as the  83rd  best  place  to live by
CNNMoney.com  in 2008 for those  cities in the United  States with  greater than
50,000  residents.  The city's  population  grew by  approximately  54% from the
calendar year 2000 through 2008. In March 2009 its  unemployment  rate was 5.9%.
The city has significant  construction  projects recently completed,  ongoing or
announced, including: (i) a new central business district with a 6,500 seat

-------------------
*As used herein,  "Company" includes the Registrant and its subsidiaries  unless
the context requires or indicates otherwise.

                                       3

events  center and a new city hall,  (ii) a new second  high  school,  (iii) the
planned opening of the University of New Mexico West Campus,  (iv)  construction
of  a  new  Hewlett-Packard  technical  and  customer  support  center  and  (v)
construction of two new hospitals.  Major non-government employers include Intel
Corporation,  U.S.  Cotton and  customer  care call  centers of Bank of America,
JCPenney, Victoria's Secret and Sprint PCS.

In Rio Rancho,  AMREP  Southwest  sells both developed and  undeveloped  lots to
national,  regional and local  homebuilders,  commercial and industrial property
developers and others.  In the last three fiscal years, land sales in Rio Rancho
have been as follows:

                               Acres                                 Revenues
                                Sold            Revenues             Per Acre
                             ----------    -----------------     ---------------
         2009:
          Developed
            Residential             13      $     3,109,000       $    239,200
            Commercial               1              126,000            126,000
                             ----------    -----------------     ---------------
          Total Developed           14            3,235,000            231,100
          Undeveloped              134            5,679,000             42,400
                             ----------    -----------------     ---------------
            Total                  148      $     8,914,000       $     60,200
                             ----------    -----------------     ---------------

         2008:
          Developed
            Residential             30      $     9,542,000       $    318,100
            Commercial              39            8,651,000            221,800
                             ----------    -----------------     ---------------
          Total Developed           69           18,193,000            263,700
          Undeveloped              337            9,709,000             28,800
                             ----------    -----------------     ---------------
         Total                     406      $    27,902,000       $     68,700
                             ----------    -----------------     ---------------

         2007:
          Developed
            Residential            138      $    39,407,000       $    285,600
            Commercial              56           15,728,000            280,900
                             ----------    -----------------     ---------------
          Total Developed          194           55,135,000            284,200
          Undeveloped              857           40,690,000             47,500
                             ----------    -----------------     ---------------
          Total                  1,051      $    95,825,000       $     91,200
                             ----------    -----------------     ---------------

Since early 1977,  AMREP  Southwest has sold no individual lots without homes at
Rio Rancho to consumers.  A  substantial  number of lots without homes were sold
prior to 1977,  and most of these remain in areas where  utilities  have not yet
been installed.  Under certain of the pre-1977 lot sale contracts,  if utilities
have  not  reached  a lot  when the  purchaser  is ready to build a home,  AMREP
Southwest  is  obligated  to  exchange a lot in an area then  serviced by water,
telephone and electric  utilities for the lot of the purchaser,  without cost to
the purchaser.  AMREP  Southwest has not incurred  significant  costs related to
such exchanges.

Other Properties

AMREP  Southwest  also owns two tracts of land in  Colorado,  consisting  of one
residential  property of approximately  160 acres planned for  approximately 400
homes  that  AMREP  Southwest  intends  to offer  for sale  upon  obtaining  all
necessary  entitlements,  and one property of  approximately  10 acres zoned for
commercial use, which is being offered for sale.

SUBSCRIPTION  FULFILLMENT SERVICES,  NEWSSTAND DISTRIBUTION SERVICES AND PRODUCT
                   FULFILLMENT SERVICES AND OTHER OPERATIONS

The Company (i) through its Kable  Subscription  Fulfillment  Services  and Palm
Coast Data ("Palm Coast")  subsidiaries  performs  subscription  fulfillment and
related  services for  publishers  and other  customers,  (ii) through its Kable
Newsstand  Distribution Services subsidiary  distributes  periodicals nationally
and in Canada and, to a small  degree,  in other  foreign  countries,  and (iii)
through its Kable Product Fulfillment Services, Specialty Packaging Services and

                                       4

Staffing  Resources   subsidiaries,   distributes  premium  products,   provides
packaging services and provides temporary staffing services. As of July 1, 2009,
Kable employed  approximately  1,860 persons,  of whom approximately  1,670 were
involved in subscription  fulfillment activities,  100 in newsstand distribution
activities  and  90  in  product  fulfillment  services  and  staffing  services
combined.  The employment numbers do not include the temporary  employees of the
staffing services business.

Subscription Fulfillment Services

Kable's  Subscription   Fulfillment  Services  business  performs  a  number  of
fulfillment   and   fulfillment-related    activities,    principally   magazine
subscription fulfillment services and list services, and it accounted for 85% of
Kable's revenues in 2009.

In its magazine subscription fulfillment services operation, Kable processes new
orders,  receives  and  accounts  for  payments,  prepares  and  sends  to  each
publisher's  printer the labels or tapes  containing  the names and addresses of
subscribers for mailing each issue,  handles subscriber  telephone inquiries and
correspondence,  prepares  renewal  and  statement  notifications  for  mailing,
maintains  subscriber lists and databases,  generates  marketing and statistical
reports,  processes Internet orders and prints forms and promotional  materials.
Kable performs all of these services for many clients,  but some clients utilize
only certain of them.  Although by far the largest number of magazine titles for
which  Kable   performs   subscription   fulfillment   services   are   consumer
publications,   Kable  also  performs   services  for  a  number  of  membership
organizations,  trade  (business)  publications  and  government  agencies  that
utilize the broad capabilities of Kable's extensive database systems.

Kable's  lettershop  and graphics  departments  prepare and mail  statements and
renewal forms for its  publisher  clients to use in their  subscriber  mailings.
List services  clients are also primarily  publishers  for whom Kable  maintains
client  customer lists,  selects names for clients who rent their lists,  merges
rented  lists with a client's  lists to eliminate  duplication  for the client's
promotional mailings,  and sorts and sequences mailing labels to provide optimum
postal discounts.  Kable also provides membership services to both publisher and
non-publisher  clients including donation processing and membership  fulfillment
for membership organizations,  in addition to more standard magazine fulfillment
services that are also used by membership clients.

Kable performs subscription fulfillment services for approximately 750 different
magazine titles for approximately 230 clients and maintains databases of over 68
million active subscribers for its client publishers.  In a typical month, Kable
produces  approximately 77 million mailing labels for its client  publishers and
also processes over 26 million pieces of outgoing mail for these clients.

There are a number of companies that perform  subscription  fulfillment services
for publishers and with which Kable competes,  including one that is larger than
Kable.  Since publishers often utilize only a single  fulfillment  company for a
particular  publication,  there is intense  competition  to obtain  subscription
fulfillment contracts with publishers.  Competition for non-publisher clients is
also  intense.  Kable  has a  sales  staff  whose  primary  task  is to  solicit
subscription fulfillment business.

Newsstand Distribution Services

In its Newsstand Distribution Services business, Kable distributes magazines for
approximately  200  publishers.  Among  the  titles  are many  special  interest
magazines,  including various hobbyist,  celebrity, puzzle, automotive,  comics,
romance  and  sports   magazines.   In  a  typical  month,   Kable   distributes
approximately  52  million  copies  of  various  titles  to  wholesalers.  Kable
coordinates  the  movement of the  publications  from its  publisher  clients to
approximately  90  independent  wholesalers.  The  wholesalers  in turn sell the
publications to major retail chains and independent retail outlets.  All parties
generally have full return rights for unsold copies. The Newsstand  Distribution
Services business accounted for 9% of Kable's revenues in 2009.

While Kable may not handle all publications of an individual  publisher  client,
it usually is the exclusive  distributor  into the consumer  marketplace for the
publications it distributes.  Kable has a distribution sales and marketing force
that works with  wholesalers and retailers to promote  magazine sales and assist
in determining the appropriate number of copies of an individual  magazine to be
delivered to each  wholesaler  and  ultimately  each  retailer  serviced by that
wholesaler.  Kable  generally  does not  physically  handle any  product.  Kable
generates and delivers to each publisher's  printer shipping  instructions  with

                                       5

the  addresses  of the  wholesalers  and the  number of copies of  product to be
shipped to each. All magazines  have a defined "off sale" date  following  which
the retailers  return unsold copies to the  wholesalers,  who destroy them after
accounting for returned merchandise in a manner satisfactory to and auditable by
Kable.

Kable generally  makes  substantial  cash advances to publishers  against future
sales that  publishers  may use to help pay for printing,  paper and  production
costs  prior  to the  product  going  on  sale.  Kable  is  usually  not paid by
wholesalers  for product until some time after the product has gone on sale, and
is  therefore  exposed to credit  risks with both  publishers  and  wholesalers.
Kable's  ability to limit its credit risk is  dependent  in part on its skill in
estimating the number of copies of an issue that should be distributed and which
will be sold, and on limiting its advances to the publisher accordingly.

Kable competes primarily with three other national  distributors.  Each of these
competitors is owned by or affiliated with a magazine publishing  company.  Such
companies  publish a  substantial  portion of all  magazines  sold in the United
States,  and  the  competition  for the  distribution  rights  to the  remaining
publications is intense.  In addition,  there has been a major consolidation and
reduction  in the  number of  wholesalers  to whom Kable  distributes  magazines
arising from changes within the magazine  distribution industry in recent years.
During 2009, business with four of these wholesalers accounted for approximately
76% of the 2009 gross billings of the Newsstand  Distribution Services business,
which is common for the industry.

During the fourth quarter of 2009,  Anderson News, L.L.C.  ("Anderson"),  one of
the  four  major   wholesalers   referred  to  above  and  which  accounted  for
approximately 30% of the gross billings of the newsstand  distribution industry,
ceased  operations.  This business closure caused a temporary  disruption in the
newsstand   distribution   industry,  and  the  revenues  of  Kable's  Newsstand
Distribution  Services  business were  adversely  affected for a period of time.
Subsequently,  magazines that  previously had been  distributed by Anderson were
allocated to other major wholesalers, and as a result, the three remaining major
wholesalers now distribute a substantial  percentage of the industry product. Of
Kable's Newsstand  Distribution  Services aggregate accounts receivable at April
30, 2009, approximately 45% were due from these three wholesalers.

Product Fulfillment Services and Other

For some time, as an adjunct to its Subscription  Fulfillment Services business,
Kable has offered product fulfillment  services to its publisher clients.  These
services are generally  fee-based for filling  orders,  either paid or non-paid.
Many  publishers  offer premiums (a free gift) to subscribers for subscribing to
their  magazines and also offer to sell (paid orders) copies of current or older
issues of their magazines as well as other items that may be offered for sale in
their magazines or on their websites.  Additionally,  almost all publishers want
the ability to send replacement copies to subscribers who for whatever reason do
not receive their original  subscription  copy.  More recently,  Kable has added
full customer service, web-based ordering, and the processing of external orders
(via an  electronic  file in most cases) to its list of services,  many of which
are subcontracted from other divisions within the Company. Once developed, these
services are portable to non-publishing clients as well.

In November 2008,  Kable  purchased  certain assets of a company  engaged in the
specialty  packaging  business  and  now,  as  part of its  Product  Fulfillment
Services business,  Kable provides  customized  packaging  solutions,  which may
include receiving, warehousing,  packaging and shipping services to a variety of
businesses that require various degrees of packaging and order  fulfillment from
bulk inventory of their products. These services are typically fee-based.

                                       6

As of May 1, 2009,  the Product  Fulfillment  Services  business,  including the
specialty packaging business, is operating out of a 191,000 square foot facility
owned by the Company in Fairfield, Ohio.

In November 2008,  Kable also purchased  certain assets of a temporary  staffing
company  in  Fairfield,   Ohio  and  established  a  staffing   company  ("Kable
Staffing").  Kable  Staffing  operates  as a separate  business  which  provides
temporary  employees to local  companies,  including  Kable Product  Fulfillment
Services.  Many of its clients  experience  fluctuations in their businesses and
therefore choose to use temporary employees from an agency rather than trying to
manage the labor themselves. In this business, Kable Staffing hires and pays the
employees  it  provides  to its  clients,  and  charges  its clients a rate that
includes its margin for providing this service.

Both  Product  Fulfillment  Services  and  Kable  Staffing  operate  in  a  very
competitive environment.  Together, they accounted for 6% of Kable's revenues in
2009.

Available Information

The Company  maintains an Internet website at  www.amrepcorp.com.  The Company's
Annual Report on Form 10-K,  quarterly reports on Form 10-Q,  current reports on
Form 8-K and amendments to reports filed or furnished pursuant to Sections 13(a)
and 15(d) of the Securities Exchange Act of 1934, as amended, are available free
of charge through the Company's website as soon as reasonably  practicable after
such material is electronically  filed with, or furnished to, the Securities and
Exchange Commission.  The information found on the Company's website is not part
of this or any other report that the Company  files with,  or furnishes  to, the
Securities and Exchange Commission.

Item 1A. Risk Factors
-------- ------------

The risks  described  below are among those that could  materially and adversely
affect the Company's  business,  financial  condition or results of  operations.
These risks could cause  actual  results to differ  materially  from  historical
experience and from results predicted by any forward-looking  statements related
to  conditions  or events that may occur in the future.  These risks are not the
only risks the Company faces,  and other risks include those not presently known
as well as those that are currently considered to be less significant.

General Economic Risks
----------------------

The effects of the  current  global  economic  crisis may  adversely  impact the
Company's business, operating results or financial condition.

The current global economic crisis has caused a general tightening of the credit
markets,  lower  levels of  liquidity,  increases  in the rates of  default  and
bankruptcy,  and extreme volatility in credit,  equity and fixed income markets.
These macroeconomic developments could negatively affect the Company's business,
operating  results or  financial  condition  in a number of ways.  For  example,
current or potential real estate  developers  may be unable to obtain  financing
which could cause them to delay,  decrease or cancel  purchases of land from the
Company,  and  revenues  from  advertising  sources  may  deteriorate  such that
magazine  publishers cease  publishing  certain titles and thus no longer have a
requirement for the Company's services.

The current deterioration of the credit and capital markets may adversely impact
the Company's ability to obtain financing on acceptable terms,  which may hinder
or prevent the Company from meeting its future operational and capital needs.

Global  financial  markets  have  been  experiencing   extreme   volatility  and
disruption,  and the debt and  equity  capital  markets  have  been  exceedingly
distressed.  These  issues  have made,  and will  likely  continue  to make,  it
difficult  to obtain  financing.  Also,  as a result of the  concerns  about the
stability of  financial  markets,  the cost of  obtaining  money from the credit
markets has increased,  as many lenders have increased  interest rates,  enacted
tighter lending standards, refused to refinance existing debt at maturity at all
or except on terms less  favorable  than those of the existing debt, and reduced
or, in some cases,  ceased to provide  funding to borrowers.  Moreover,  even if
lenders are willing and able to provide  adequate  funding,  interest  rates may
rise in the future and therefore  increase the cost of  borrowing.  As a result,
the Company may be unable to obtain  adequate  financing for its operating needs
or for its anticipated future capital expenditures.

Risks Related to the Company's Real Estate Operations
-----------------------------------------------------

The Company's real estate assets are concentrated in one market, Rio Rancho, New
Mexico,  meaning the Company's  results of  operations  and future growth may be
limited or affected by economic changes in that market.

Substantially all of the Company's real estate assets are located in Rio Rancho,
which is adjacent to  Albuquerque,  New Mexico.  As a result of this  geographic
concentration,  the Company could be affected by changes in economic  conditions
in this region from time to time,  including economic  contraction due to, among
other  things,  the failure or downturn of key  industries  and  employers.  The
Company's results of operations, future growth or both may be adversely affected
if the demand for  residential  or  commercial  real estate  declines in the Rio
Rancho area as a result of changes in economic  conditions.  For  example,  real
estate land sales have  declined  from $95.8  million in 2007 to $8.9 million in
2009, as builders have slowed the pace of building on developed lots  previously
purchased  from the Company in Rio Rancho and delayed or cancelled  the purchase
of additional developed lots.

A downturn in the  business of Rio Rancho's  largest  employer  could  adversely
affect the Company's real estate development business there.

                                       7

Intel Corporation ("Intel") is the largest employer in Rio Rancho and operates a
large  semiconductor  manufacturing  facility  there.  Although  Intel  has made
substantial  investments in the Rio Rancho plant in recent years, it has reduced
its employment  there from 4,700 at April 30, 2008 to 3,000 April 30, 2009 as it
has adjusted to current business  conditions.  If Intel's presence in Rio Rancho
were to continue to diminish  for any reason,  such as in response to a downturn
in its semiconductor  manufacturing  business, the Rio Rancho real estate market
and consequently the Company's land development  business located there could be
adversely affected.

As Rio Rancho's  population  continues to grow, the Company's  land  development
activities in that market may be subject to greater  limitations  than they have
been historically.

When the  Company  acquired  its core real estate  inventory  in Rio Rancho over
40 years ago, the area was not developed and had a low  population.  As of April
30,  2009,  Rio  Rancho  was the  third  largest  city in New  Mexico  and had a
population of  approximately  80,000.  As Rio Rancho's  population  continues to
grow, the Company may be unable to engage in development  activities  comparable
to those the Company has engaged in  historically.  Local community or political
groups may oppose the Company's  development  plans or require  modification  of
those  plans,  which could cause  delays or increase  the cost of the  Company's
development  projects.  In addition,  zoning density limitations,  "slow growth"
provisions or other land use  regulations  implemented  by state,  city or local
governments could further restrict the Company's development activities or those
of its homebuilder customers, or could adversely affect financial returns from a
given project, which could adversely affect the Company's results of operations.

The Company's real estate assets are diminishing  over time,  meaning  long-term
growth in the real estate  business will require the  acquisition  of additional
real estate assets, possibly by expanding into new markets.

Substantially  all of the Company's real estate  revenues are derived from sales
of the Company's core  inventory in Rio Rancho.  This property was acquired more
than 40 years  ago, and each time the Company  develops and sells real estate to
customers in Rio Rancho, the Company's real estate assets diminish.  As of April
30, 2009, the Company owned  approximately  17,340 acres in Rio Rancho out of an
original  purchase of  approximately  91,000 acres.  The  continuity  and future
growth of the  Company's  real estate  business  will  require  that the Company
acquire  new  properties  in or near Rio  Rancho or expand to other  markets  to
provide  sufficient  assets to  support a  meaningful  real  estate  development
business.  While the Company holds two  properties  in Colorado,  it has not for
many years made any  significant  attempt to identify a development  opportunity
similar to the one the Company has undertaken in Rio Rancho, and there can be no
assurance that the Company will identify such an opportunity in another  market.
If the Company does not acquire new real estate assets, its real estate holdings
will continue to diminish,  which will adversely affect the Company's ability to
continue its real estate operations at a significant level.

The Company's  remaining Rio Rancho real estate is not all in contiguous blocks,
which  may  adversely  affect  the  Company's  ability  to sell  lots at  levels
comparable with past years.

Of the  approximately  17,340  acres in Rio  Rancho  that the  Company  owned at
April 30,  2009,  approximately  4,460 acres were in contiguous  blocks that are
being developed or are suitable for development,  and approximately  2,010 acres
were in areas with a high  concentration  of  ownership,  where the Company owns
more than 50% of the lots in the area, suitable for special assessment districts
or city  redevelopment  areas  that may allow for future  development  under the
auspices  of local  government.  The  balance is in  scattered  lots,  where the
Company  owns  less  than 50% of the lots in the area,  which  may  require  the
purchase of a sufficient  number of adjoining lots to create tracts suitable for
development  or that the  Company  may offer for sale  individually  or in small
groups.  As the  Company's  land sales  continue and the number of the Company's
contiguous and highly  concentrated  lots diminishes,  the Company's  ability to
continue to be in a position  to sell lots and  generate  land sale  revenues at
satisfactory  levels  may be  adversely  affected,  which  would have an adverse
effect on the Company's results of operations.

The Company may not be able to acquire properties or develop them successfully.

If the Company is able to identify real estate development opportunities outside
of Rio Rancho,  the success of the  Company's  real  estate  segment  will still
depend in large  part upon its  ability  to  acquire  additional  properties  on
satisfactory terms and to develop them successfully. If the Company is unable to
do so, its results of operations could be adversely affected.

                                       8

The  acquisition,  ownership and  development  of real estate is subject to many
risks that may adversely affect the Company's  results of operations,  including
the risks that:

 -   the  Company  may not be able to  acquire a desired  property  because  of
     competition from other real estate  investors who may have greater capital
     than the Company has;

 -   the Company may not be able to obtain financing on acceptable  terms, or at
     all;

 -   an  adverse  change  in  market  conditions  during  the  interval  between
     acquisition  and sale of a property  may result in a lower than  originally
     anticipated profit;

 -   the Company may underestimate the cost of development  required to bring an
     acquired  property  up to  standards  established  for the market  position
     intended for that property;

 -   acquired  properties  may be located in new  markets  where the Company may
     face risks  associated with a lack of market  knowledge or understanding of
     the  local  economy,  lack  of  business  relationships  in  the  area  and
     unfamiliarity with local governmental and permitting procedures; and

 -   the  Company  may be  unable  to  quickly  and  efficiently  integrate  new
     acquisitions,  particularly acquisitions of portfolios of properties,  into
     its existing operations.

The Company's real estate development  activities have been primarily limited to
a single market, and it may face  substantially more experienced  competition in
acquiring and developing real estate in new markets.

Since the Company's real estate acquisition and development activities have been
primarily limited to the Rio Rancho market,  the Company does not have extensive
experience in acquiring  real estate in other markets or engaging in development
activities  in  multiple  markets  simultaneously.  Should the  Company  seek to
acquire additional real estate in new markets,  competition from other potential
purchasers of real estate could adversely affect the Company's operations.  Many
of these entities may have substantially greater experience than the Company has
in  identifying,  acquiring and developing  real estate  opportunities  in other
markets and in managing  real estate  developments  in multiple  markets.  These
entities may also have greater financial  resources than the Company has and may
be able to pay more than the Company can or accept more risk than the Company is
willing  to accept to  acquire  real  estate.  These  entities  also may be less
sensitive to risks with respect to the costs or the geographic  concentration of
their  investments.  This competition may prevent the Company from acquiring the
real estate assets the Company  seeks,  or increase the cost of properties  that
the Company  does  acquire.  Competition  may also reduce the number of suitable
investment opportunities available to the Company or may increase the bargaining
power of property owners seeking to sell.

The Company will likely compete for real estate investment  opportunities  with,
among others, insurance companies,  pension and investment funds,  partnerships,
real estate or housing developers,  investment companies, real estate investment
trusts and owner/occupants.

Properties  that the Company  acquires  may have defects that are unknown to the
Company.

Although the Company generally performs due diligence on prospective  properties
before they are acquired, and on a periodic basis after acquisition,  any of the
properties  the Company may acquire  may have  characteristics  or  deficiencies
unknown to the  Company  that could  adversely  affect the  property's  value or
revenue  potential or, in the case of  environmental  or other  factors,  impose
liability on the Company, which could be significant.

The Company is subject to substantial  legal,  regulatory and other requirements
regarding the development of land and requires government  approvals,  which may
be  denied,  and  thus the  Company  may  encounter  difficulties  in  obtaining
entitlements  on a timely  basis,  which could limit its ability to sell land at
levels comparable with the recent past.

There  are  many  legal,   regulatory  and  other  requirements   regarding  the
development  of  land,  which  may  delay  the  start  of  planned   development
activities,  increase the Company's  expenses or limit the Company's  customers'
development activities. Development activities performed in connection with real
estate sales  include  obtaining  necessary  governmental  approvals,  acquiring

                                       9

access to water  supplies,  installing  utilities and necessary storm drains and
building  or  improving  roads.  Numerous  local,  state and  federal  statutes,
ordinances  and  rules  and  regulations,  including  those  concerning  zoning,
resource   protection  and  environmental  laws,  regulate  these  tasks.  These
regulations often provide broad discretion to the governmental  authorities that
regulate  these  matters  and  from  whom  the  Company  must  obtain  necessary
approvals.  The  approval  process  can be lengthy and delays can  increase  the
Company's costs, as well as the costs for the primary customers of the Company's
real estate business (residential and commercial developers).  Failure to obtain
necessary  approvals  would  significantly  adversely  affect the Company's real
estate development activities and its results of operations.

Increases in taxes or  governmental  fees would  increase the  Company's  costs.
Also,  adverse  changes in tax laws could  reduce  customer  demand for land for
commercial and residential development.

Increases in real estate taxes and other local  governmental  fees, such as fees
imposed on developers to fund schools,  open space and road  improvements  or to
provide low and moderate income housing,  would increase the Company's costs and
have an adverse effect on the Company's  operations.  In addition,  increases in
local real  estate  taxes or  changes  in income  tax laws that would  reduce or
eliminate tax  deductions or incentives  could  adversely  affect  homebuilders'
potential  customer demand and could  adversely  affect future land sales by the
Company to those homebuilders.

Unless the City of Rio Rancho supplements its current water supply,  development
of the Company's remaining Rio Rancho land may be adversely affected.

All of the  Company's  future Rio Rancho land  development  will  require  water
service from the City of Rio Rancho or from another  source.  While the city has
not denied any development in the past due to a shortage of water supply, it has
expressed   concerns  that  its  current  water  supply  cannot  support  growth
indefinitely.  Although  the  city is  currently  pursuing  various  methods  to
supplement its water supply, if it is unsuccessful, development of the Company's
remaining Rio Rancho land could be adversely affected.

The Company may be subject to environmental liability.

Various  laws and  regulations  impose  liability  on real  property  owners and
operators for the costs of investigating, cleaning up and removing contamination
caused by hazardous or toxic substances at a property.  In the Company's role as
a property owner or developer,  the Company could be held liable for such costs.
This  liability  may be imposed  without  regard to the legality of the original
actions and without  regard to whether the Company  knew of, or was  responsible
for, the presence of the hazardous or toxic substances.  If the Company fails to
disclose  environmental  issues, it could also be liable to a buyer or lessee of
the  property.  In  addition,  some  environmental  laws  create  a lien  on the
contaminated  site in favor of the  government for damages and costs incurred in
connection with the contamination. If the Company incurs any such liability that
is material, its results of operations would be adversely affected.

Real estate is a cyclical  industry,  and the  Company's  results of  operations
could be adversely affected during cyclical downturns in the industry.

During  periods  of  economic  expansion,  the real  estate  industry  typically
benefits from an increased  demand for  developable  land.  In contrast,  during
periods of economic contraction, the real estate industry is typically adversely
affected by a decline in demand. For example,  beginning in early 2007 increased
defaults under sub-prime  mortgages led to significant  losses for the companies
offering such mortgages and  contributed to a severe downturn in the residential
housing market that is continuing.  Further,  real estate  development  projects
typically begin, and financial and other resources are committed,  long before a
real estate project comes to market,  which could be during a time when the real
estate market is depressed. There can be no assurance that an increase in demand
or an economic  expansion  will occur or be sustained in the Rio Rancho  market,
where the Company's core real estate  business is based and operates,  or in any
other new market into which the Company expands its real estate operations.  Any
of the following  (among other factors,  including those mentioned  elsewhere in
this  report)  could cause a general  decline in the demand for  residential  or
commercial real estate which, in turn,  could contribute to a severe downturn in
the real estate  development  industry that could have an adverse  effect on the
Company's results of operations:

 -  periods of general economic slowdown or recession;

 -  changes in government regulation;

                                       10

 -  rising  interest  rates  and a  decline  in  the  general  availability  or
    affordability of mortgage financing;

 -  adverse changes in local or regional economic conditions;

 -  shifts in population away from the markets that the Company serves;

 -  tax law changes,  including  potential  limits on, or  elimination  of, the
    deductibility of certain mortgage interest expense, real property taxes and
    employee relocation expenses; and

 -  acts of God, including hurricanes, earthquakes and other natural disasters.

Changing  market  conditions may adversely  affect  companies in the real estate
industry,  which rely upon credit in order to finance  their  purchases  of land
from the Company.

Changes in interest rates and other economic factors can dramatically affect the
availability of capital for the Company's developer  customers.  Residential and
commercial  developers to whom the Company  frequently sells land typically rely
upon  third  party  financing  to  provide  the  capital   necessary  for  their
acquisition of land.  Changes in economic and other external  market  conditions
may result in a developer's inability to obtain suitable financing,  which could
adversely  impact the  Company's  ability to sell land,  or force the Company to
sell  land at  lower  prices,  which  would  adversely  affect  its  results  of
operations.

Changes  in  general  economic,   real  estate  development  or  other  business
conditions  could  adversely  affect the  Company's  business and its  financial
results.

A significant  percentage of the Company's real estate revenues are derived from
customers  in the  residential  homebuilding  business,  which  is  particularly
sensitive  to changes in economic  conditions  and factors  such as the level of
employment,  consumer  confidence,  consumer  income,  availability  of mortgage
financing and interest rates.  Adverse changes in any of these  conditions could
decrease  demand for homes  generally and therefore  affect the pricing of homes
and in turn the price of land sold to developers,  which could adversely  affect
the Company's results of operations.

A number of contracts  for  individual  Rio Rancho home site sales made prior to
1977  require  the  Company  to  exchange  land in an area that is  serviced  by
utilities for land in areas where utilities are not installed.

In connection  with certain  individual Rio Rancho home site sales made prior to
1977, if water,  electric and telephone  utilities have not reached the lot site
when a purchaser is ready to build a home,  the Company is obligated to exchange
a lot in an area then serviced by such  utilities for the lot of the  purchaser,
without cost to the purchaser.  Although this has not been the case in the past,
if the Company were to experience a large number of requests for such  exchanges
in the future, the Company's results of operations could be adversely impacted.

If  subcontractors  are not available to assist in completing the Company's land
development projects,  the Company may not be able to complete those projects on
a timely basis.

The  development of land on a timely basis is critical to the Company's  ability
to complete  development  projects in accordance with the Company's  contractual
obligations.  The  availability  of  subcontractors  in the markets in which the
Company  operates  can be  affected  by factors  beyond the  Company's  control,
including the general demand for these  subcontractors by other  developers.  If
subcontractors  are not available when the Company requires their services,  the
Company may experience delays or be forced to seek alternative suppliers,  which
may increase costs or adversely  affect the Company's  ability to sell land on a
timely basis.

Land investments are generally illiquid, and the Company may not be able to sell
the Company's  properties when it is  economically or otherwise  important to do
so.

Land investments  generally cannot be sold quickly, and the Company's ability to
sell  properties  may be affected by market  conditions.  The Company may not be
able to  diversify  or vary  its  portfolio  promptly  in  accordance  with  its
strategies or in response to economic or other conditions. The Company's ability
to pay down debt, reduce interest costs and acquire properties is dependent upon
its ability to sell the properties it has selected for disposition at the prices
and within the deadlines the Company has established for each property.

                                       11

Risks Related to the Company's Media Services Operations
--------------------------------------------------------

If the Company cannot efficiently integrate the constituents of its Subscription
Fulfillment  Services business,  it may not realize the expected benefits of the
acquisition  of Palm  Coast,  and  the  resources  and  attention  required  for
successful  integration  may  interrupt  the existing  subscription  fulfillment
business.

In  January 2007,  the  Company  acquired  Palm Coast,  which is, like Kable,  a
leading  United  States  provider of  subscription  fulfillment  services to the
magazine  publishing  industry.  An  important  objective  of the  Company is to
consolidate the Company's two  subscription  fulfillment  businesses and thereby
reduce costly duplications. There is a significant degree of difficulty involved
in this process.  The  maintenance of ongoing  operations of each business while
integrating  the businesses  will depend on the Company's  ability to retain key
officers  and  personnel  while  it   simultaneously   proceeds  to  expand  its
operational and financial  systems.  The Company has started this  consolidation
process which is expected to continue over the next two years.  This increase in
operating  complexities  throughout  this  process may have a negative  near and
long-term effect on the Company's  anticipated  benefits resulting from the Palm
Coast acquisition.

The  Company's   publisher   customers  face  business  pressures  from  reduced
advertising  revenues and increased costs for paper,  printing and postal rates.
These factors could have a negative affect on their operating  income,  and this
in turn could negatively  affect the Company's media services  operations.

An  important  source of revenues  for the  magazine  publishing  industry,  the
principal industry served by the Company,  is derived from advertising  sources.
As a result of the economic slowdown, there has been a well publicized reduction
in  advertising  at all  levels  which  has  caused a higher  attrition  rate of
magazine titles than has been previously experienced. In addition, the Company's
publisher  customers' principal raw material is paper. Paper and printing prices
have  fluctuated  over the past several  years,  and  significant  unanticipated
increases  in  paper  prices  could  adversely  affect  a  publisher  customer's
operating income.  Postage for magazine  distribution and direct solicitation is
another  significant  operating  expense of the Company's  publisher  customers,
which  primarily use the U.S. Postal Service to distribute  their products.  The
U.S. Postal Service  implemented a postal rate increase  effective May 11, 2009.
Any continued softness in advertising revenues or significant increases in paper
costs,  printing  costs or postal rates that  publishers  are not able to offset
could have a negative affect on their operating  income,  and this in turn could
negatively affect the Company's media services operations.

The Company's media services  operations could face increased costs and business
disruption from instability in the newsstand distribution channel.

The Company extends credit to various Newsstand Distribution Services customers,
whose credit  worthiness  and  financial  position may be affected by changes in
economic  or  other  external   conditions.   Financial   instruments  that  may
potentially subject the Company to a significant concentration of risk primarily
consist  of  trade  accounts   receivable  from   wholesalers  in  the  magazine
distribution  industry.  A small number of  wholesalers  are  responsible  for a
significant  percentage of the wholesale magazine  distribution  business in the
United States.  Recently, there has been increased instability in the wholesaler
channel  that has led to one major  wholesaler  abandoning  the  business and to
certain  disruptions  to  magazine  distribution.  There is the  possibility  of
further  consolidation  among these wholesalers and insolvency or non-payment of
its obligations by one or more of these wholesalers, which could have a material
adverse impact on the Company's  results of operations and financial  condition.
In addition, due to the significant concentration,  should there be a disruption
in the wholesale  channel,  it could impede the Company's  ability to distribute
magazines to the retail marketplace.

Almost all of the  Company's  revenues in the Company's  Newsstand  Distribution
Services  business are derived from sales made on a fully returnable  basis, and
an error in estimating  expected  returns could cause a misstatement of revenues
for  the  period  affected.

As is  customary  in  the  magazine  distribution  industry,  almost  all of the
Company's revenues in its Newsstand  Distribution  Services business segment are
derived from sales made on a fully returnable basis,  meaning that customers may
return unsold copies of magazines for credit.  During the Company's  fiscal year
ended April 30, 2009, customers ultimately returned for credit approximately 70%

                                       12

of the magazines  initially  distributed by the Company.  The Company recognizes
revenues  from the  distribution  of  magazines  at the time of  delivery to the
wholesalers,  less a reserve for  estimated  returns that is based on historical
experience  and  recent  sales data on an  issue-by-issue  basis.  Although  the
Company has the  contractual  right to return  these  magazines  for  offsetting
credits from the publishers  from whom the magazines are purchased,  an error in
estimating  the  percentage of returns at the end of an accounting  period could
have the effect of understating or overstating  revenues in the period affected,
which  misstatement  would have to be adjusted in a  subsequent  period when the
actual return information becomes known.

The  introduction and increased  popularity of alternative  technologies for the
distribution  of news,  entertainment  and other  information  and the resulting
shift in consumer habits and advertising  expenditures from print to other media
has adversely affected the Company's media services business segments.

Revenues in the  Company's  media  services  business  segments are  principally
derived  from  services  the  Company   performs  for  traditional   publishers.
Historically, a reduction in the demand for the Company's newsstand distribution
services due to lower sales of magazines at  newsstands  has often been at least
partially  offset  by an  increase  in  demand  for the  Company's  subscription
fulfillment  services  as  consumers  affected  by the  reduction  in  newsstand
distribution  instead sought publications  through  subscription.  However,  the
distribution of news,  entertainment  and other information via the Internet has
become  increasingly  popular,  and  consumers  increasingly  rely  on  personal
computers,  cellular phones and other electronic  devices for such  information.
The resulting  reduction in demand for traditional  print media and the shift of
advertising  dollars from traditional  print media to online media has adversely
affected  the  publishing  industry in general and has had a negative  impact on
both the Company's Subscription  Fulfillment Services and Newsstand Distribution
Services segments.

Competitive  pressures  may result in a decrease in the  Company's  revenues and
profitability.

The subscription  fulfillment and newsstand distribution services businesses are
highly  competitive,  and  some  of the  Company's  competitors  have  financial
resources  that are  substantially  greater  than  the  Company's.  The  Company
experiences  significant  price competition in the markets in which it competes.
Competition in the Company's  media  services  businesses may come not only from
other service providers,  but also from the Company's customers,  who may choose
to develop their own internal subscription fulfillment or newsstand distribution
operations,  thereby  reducing  demand for the Company's  services.  Competitive
pressures  could cause the Company's  media  services  businesses to lose market
share or result in  significant  price erosion that could have an adverse effect
on the Company's results of operations.

The  Company's  operating  results  depend  in  part  on  successful   research,
development  and  marketing  of new or  improved  services  and data  processing
capabilities  and  could  suffer  if the  Company  is not  able to  continue  to
successfully implement new technologies.

The Company  operates in highly  competitive  markets  that are subject to rapid
change, and must therefore continue to invest in developing  technologies and to
improve  various  existing  systems  in order to remain  competitive.  There are
substantial  uncertainties  associated with the Company's efforts to develop new
technologies  and  services  for  the  subscription  fulfillment  and  newsstand
distribution   markets  the  Company  serves.   The  Company  makes  significant
investments in new information processing  technologies and services that may or
may not prove to be profitable.  Even if these developments are profitable,  the
operating margins resulting from their application would not necessarily  result
in an improvement over the Company's historical margins.

The Company may not be able to  successfully  introduce  new  services  and data
processing capabilities on a timely and cost-effective basis.

The success of new and improved  services depends on their initial and continued
acceptance by the publishers and other customers with whom the Company  conducts
business.  The Company's  media  services  businesses  are affected,  to varying
degrees, by technological  changes and shifts in customer demand.  These changes
result in the  transition  of services  provided and increase the  importance of
being  "first  to  market"  with  new   services  and   information   processing
innovations.  Difficulties or delays in the development, production or marketing

                                       13

of new services and information processing capabilities may be experienced,  and
may adversely affect the Company's results of operations. These difficulties and
delays could also prevent the Company from realizing a reasonable  return on the
investment   required  to  bring  new   services  and   information   processing
capabilities to market on a timely and cost effective basis.

The Company's  operations  could be disrupted if its  information  systems fail,
causing increased expenses and loss of sales.

The Company's  business depends on the efficient and uninterrupted  operation of
its  systems and  communications  capabilities,  including  the  maintenance  of
customer databases for billing and label processing,  and the Company's magazine
distribution order regulation system. If a key system were to fail or experience
unscheduled  downtime  for any  reason,  even if only  for a short  period,  the
Company's  operations  and financial  results could be adversely  affected.  The
Company's  systems could be damaged or interrupted by a security  breach,  fire,
flood, power loss,  telecommunications failure or similar event. The Company has
a formal disaster recovery plan in place, but this plan may not entirely prevent
delays or other  complications  that  could  arise from an  information  systems
failure.  The  Company's  business  interruption  insurance  may not  adequately
compensate the Company for losses that may occur.

The Company  depends on the Internet to deliver some services,  which may expose
the Company to various risks.

Many of the Company's operations and services,  including order taking on behalf
of customers and communications with customers and suppliers, involve the use of
the Internet.  The Company is therefore subject to factors that adversely affect
Internet usage,  including the reliability of Internet  service  providers that,
from time to time, have  operational  problems and experience  service  outages.
Additionally,  as the Company  continues  to increase  the  services it provides
using the Internet,  the Company is increasingly subject to risks related to the
secure transmission of confidential information over public networks. Failure to
prevent security  breaches of the Company's  networks or those of its customers,
or a security breach  affecting the Internet in general could  adversely  affect
the Company's results of operations.

The  Company  is subject  to  extensive  rules and  regulations  of credit  card
associations.

The Company  processes a large number of credit card  transactions  on behalf of
its  Subscription  Fulfillment  Services  customers  and is thus  subject to the
extensive  rules and  regulations of the leading credit card  associations.  The
card associations  modify their rules and regulations from time to time, and the
Company's  inability  to  anticipate  changes  in  rules,   regulations  or  the
interpretation  or  application  thereof  may result in  substantial  disruption
to its business. In the event that the card associations or the sponsoring banks
determine  that  the  manner  in  which  the  Company   processes  certain  card
transactions is not in compliance with existing rules and regulations, or if the
card  associations  adopt new rules or regulations that prohibit or restrict the
manner in which the  Company  processes  card  transactions,  the Company may be
forced to modify the manner in which it operates,  which may increase  costs, or
cease processing certain types of transactions altogether, either of which could
have a negative impact on its business.  As an example of the card  associations
amending  their  regulations,  Kable is now  required to comply with the Payment
Card Industry (PCI) Data Security  Standard.  The Company continues to implement
its plans at its Subscription  Fulfillment  Services locations where credit card
transactions  are processed in order to meet the compliance  requirements of the
PCI Data Security Standard.  The Company may be subject to substantial penalties
and  fines if it is  determined  that its plans or  performance  do not meet the
compliance requirements of the PCI Data Security Standard.

Other Business Risks
--------------------

The Company may engage in future acquisitions and may encounter  difficulties in
integrating  the  acquired  businesses,  and,  therefore,  may not  realize  the
anticipated  benefits of the acquisitions in the time frames anticipated,  or at
all.

From time to time, the Company may seek to grow through  strategic  acquisitions
intended to complement or expand one or more of its business  segments,  such as
the acquisition of Palm Coast in January 2007, or to enable the Company to enter
a new  business.  The success of these  transactions  will depend in part on the
Company's  ability to  integrate  the  systems and  personnel  acquired in these
transactions into its existing  business without  substantial  costs,  delays or
other operational or financial problems.  The Company may encounter difficulties
in  integrating  acquisitions  with the  Company's  operations  or in separately
managing a new business.  Furthermore, the Company may not realize the degree of

                                       14

benefits that the Company anticipates when first entering into a transaction, or
the Company may realize  benefits more slowly than it anticipates.  Any of these
problems or delays could adversely affect the Company's results of operations.

The Company's  current  management  and internal  systems may not be adequate to
handle the Company's growth.

To manage the Company's future growth, the Company's management must continue to
improve  operational  and  financial  systems and to expand,  train,  retain and
manage the Company's  employee base. If the Company  grows,  it will also likely
need to recruit and retain additional  qualified management  personnel,  and its
ability to do so will depend upon a number of factors,  including  the Company's
results of operations and prospects and the level of competition then prevailing
in the market for qualified personnel. At the same time, the Company will likely
be  required  to  manage an  increasing  number of  relationships  with  various
customers and other parties.  If the Company's  management  personnel,  systems,
procedures  and controls are  inadequate  to support its  operations,  expansion
could be slowed or halted and the  opportunity  to gain  significant  additional
market  share  could  be  impaired  or  lost.  Any  inability  of the  Company's
management to manage the Company's  growth  effectively may adversely affect its
results of operations.

The Company's  business  could be seriously  harmed if the Company's  accounting
controls and  procedures  are  circumvented  or otherwise  fail to achieve their
intended purposes.

Although the Company  evaluates its internal  controls over financial  reporting
and its  disclosure  controls and  procedures  at the end of each  quarter,  any
system of controls,  however well  designed  and  operated,  is based in part on
certain  assumptions and can provide only reasonable,  not absolute,  assurances
that the objectives of the system will be met. Any failure or  circumvention  of
the controls and  procedures  or failure to comply with  regulations  related to
controls and  procedures  could have a material  adverse effect on the Company's
results of operations.

In  addition,  there can be no assurance  that the  Company's  internal  control
systems and  procedures,  or the  integration  of its  subscription  fulfillment
services  businesses  or any other  future  acquisitions  and  their  respective
internal control systems and procedures,  will not result in or lead to a future
material weakness in the Company's internal controls, or that the Company or its
independent  registered  public  accounting  firm will not  identify  a material
weakness in the  Company's  internal  controls in the future.  If the  Company's
internal  controls over  financial  reporting are not considered  adequate,  the
Company may experience a loss of public confidence,  which could have an adverse
effect on the Company's business and the price of the Company's common stock.

Further,  deficiencies  or weaknesses that are not yet identified by the Company
could emerge and the  identification  and  correction of those  deficiencies  or
weaknesses could have an adverse effect on the Company's results of operations.

The  Company's  pension  plan,  which the Company  froze in 2004,  is  currently
underfunded and will require additional cash contributions.

The Company's  pension plan was underfunded on a generally  accepted  accounting
principles basis by approximately  $10.7 million at April 30,  2009. The Company
froze the  pension  plan  effective  March 1,  2004 so that from that date there
would be no new participants in the plan and the existing  participants'  future
compensation  would  not  affect  their  pension  benefits.   A  key  assumption
underlying the actuarial  calculations  upon which the Company's  accounting and
reporting  obligations  for the  pension  plan are  based is an  assumed  annual
investment  rate of return of eight  percent.  If the pension plan assets do not
realize the expected rate of return,  or if any other  assumptions are incorrect
or are  modified,  the Company  will be required  to make  contributions  to the
pension  plan until the plan is fully  funded,  which could limit the  Company's
financial flexibility.

The   Company's   quarterly   and  annual   operating   results  can   fluctuate
significantly.

The  Company  has  experienced,   and  is  likely  to  continue  to  experience,
significant  fluctuations in its quarterly and annual operating  results,  which
may adversely  affect the  Company's  stock price.  Future  quarterly and annual
operating  results  may not  align  with past  trends  as a result  of  numerous
factors,  including  many factors that result from the  unpredictability  of the
nature and timing of real estate land sales,  the  variability  in gross  profit
margins and competitive pressures.

                                       15

Changes in the Company's income tax estimates could affect profitability.

In  preparing  the  Company's  consolidated  financial  statements,  significant
management  judgment is required to estimate the  Company's  income  taxes.  The
Company's  estimates  are based on its  interpretation  of federal and state tax
laws and regulations.  The Company estimates actual current tax due and assesses
temporary  differences  resulting from differing  treatment of items for tax and
accounting purposes. The temporary differences result in deferred tax assets and
liabilities,  which are included in the Company's  consolidated  balance  sheet.
Adjustments may be required by a change in assessment of the Company's  deferred
tax assets and  liabilities,  changes  due to audit  adjustments  by federal and
state tax  authorities,  and changes in tax laws. To the extent  adjustments are
required in any given period,  the Company will include the  adjustments  in the
tax  provision in its  financial  statements.  These  adjustments  could have an
adverse effect on the Company's  financial  position,  cash flows and results of
operations.

The price of the Company's common stock in recent years has been volatile.  This
volatility may make it difficult for  shareholders to sell the Company's  common
stock,  and the sale of substantial  amounts of the Company's common stock could
adversely affect the price of the Company's common stock.

The market price for the Company's  common stock varied between a high of $69.31
and a low of $13.18 per share  during the two fiscal years ended April 30, 2009.
This  volatility  may make it difficult for a shareholder  to sell the Company's
common stock, and the sale of substantial  amounts of the Company's common stock
could adversely  affect the price of the common stock. The Company's stock price
is  likely  to  continue  to  be  volatile  and  subject  to  significant  price
fluctuations  in  response  to market  and other  factors,  including  the other
factors discussed in "Risk Factors", and:

 -   variations in the Company's  quarterly and annual operating results,  which
     could be significant;

 -   material announcements by the Company or the Company's competitors;

 -   sales of a substantial number of shares of the Company's common stock; and

 -   adverse changes in general market conditions or economic trends.

In  addition to the factors  discussed  above,  the  Company's  common  stock is
relatively thinly traded,  which means that large  transactions in the Company's
common  stock may be  difficult  to  conduct in a short time frame and may cause
significant fluctuations in the price of the Company's common stock. The average
daily  trading  volume  in the  Company's  common  stock on the New  York  Stock
Exchange  over  the  ten-day  trading  period  ending  on  April  30,  2009  was
approximately  12,100  shares per day.  Further,  there have been,  from time to
time, significant "short" positions in the Company's common stock, consisting of
borrowed  shares sold,  or shares sold for future  delivery,  which may not have
been  borrowed.  The Company does not know whether any of these short  positions
are covered by "long"  positions owned by the short sellers.  The short interest
in the Company's common stock, as reported by the New York Stock Exchange on May
29,  2009,  was  approximately  124,000  shares,  or  approximately  2.0% of the
Company's  outstanding  shares.  Any attempt by the short  sellers to  liquidate
their positions over a short period of time could cause  significant  volatility
in the price of the Company's common stock.

In the past, following periods of volatility in the market price of their stock,
many companies have been the subject of securities class action litigation.  The
Company has not been involved in any securities class litigation, however if the
Company were to become  involved in  securities  class action  litigation in the
future,  it could result in  substantial  costs and  diversion of the  Company's
management's  attention and resources and could harm the Company's  stock price,
business, prospects, results of operations and financial condition. In addition,
the  broader  stock  market  has  experienced   significant   price  and  volume
fluctuations in recent years.  This volatility has affected the market prices of
securities  issued by many  companies for reasons  unrelated to their  operating
performance and may adversely affect the price of the Company's common stock.

The Company has a principal  shareholder whose interests may conflict with other
investors.

The Company has a principal  shareholder,  Nicholas G. Karabots,  who,  together
with  certain  of  his  affiliates,  currently  owns  approximately  60%  of the
Company's  outstanding  common stock.  As a result,  this principal  shareholder
exercises  significant  influence over the Company's major decisions,  including
through his ability to vote for the members of the Company's Board of Directors.

                                       16

Because of this voting power,  the  principal  shareholder  could  influence the
Company to make  decisions that might run counter to the wishes of the Company's
other  shareholders  generally.  In  addition,  publishing  companies  owned  or
controlled by the Company's principal shareholder are also significant customers
of the Company's Newsstand  Distribution Services business, as well as customers
of its  Subscription  Fulfillment  Services  business,  and,  as a  result,  the
shareholder may have business  interests with respect to the Company that differ
from or conflict with those of other holders of the Company's common stock.

Although the Company has paid  dividends in several  recent  fiscal  years,  the
Company has no regular  dividend  policy and offers no  assurance  of any future
dividends.

The Company  paid  special  cash  dividends  on its common stock during the five
fiscal  years 2004  through  2008 of $0.25,  $0.40,  $0.55,  $0.85 and $1.00 per
share,  and also paid an additional  special cash dividend of $3.50 per share in
January  2006.  The Board of Directors  has stated that it may consider  special
dividends from  time-to-time in the future in light of conditions then existing,
including earnings, financial condition, cash position, and capital requirements
and other needs.  Notwithstanding  such  statement and the status of such future
conditions,  no assurance is given that there will be any such future  dividends
declared or that future dividend  declarations,  if any, will be commensurate in
amount or frequency  with past  dividends.  No cash  dividends  were paid during
fiscal year 2009.

The Company is currently a  "controlled  company"  within the meaning of the New
York Stock  Exchange  rules.  As a result,  the Company is exempt  from  certain
corporate  governance  requirements and will not need to fully comply with those
requirements  until  one year  after  the  Company  is no  longer a  "controlled
company".

Because  Nicholas G. Karabots and certain of his affiliates  together  currently
own more than 50% of the voting power of the Company's common stock, the Company
is  considered  a  "controlled  company"  for  the  purposes  of the  rules  and
regulations of the New York Stock  Exchange.  As such, the Company is permitted,
and has elected,  to opt out of the New York Stock  Exchange  requirements  that
would  otherwise  require its  compensation  and human  resources  committee  to
consist  entirely of  independent  directors.  The Company has also opted not to
have a  nominating/corporate  governance  committee  as required by the New York
Stock  Exchange  for  non-controlled  companies.  At such time,  if any,  as the
Company is no longer considered a "controlled company" for purposes of the rules
and  regulations  of the New York Stock  Exchange,  those rules and  regulations
provide for a twelve month  transition  period during which the Company will not
need to fully comply with the  otherwise  applicable  requirements.  The Company
will  not be  required  to have  entirely  independent  compensation  and  human
resources and  nominating/corporate  governance  committees  until twelve months
following the date on which it ceases to be a controlled  company,  although the
Company will need to phase in independent  members for each of these  committees
starting  on the date  that it  ceases  to be a  controlled  company.  While the
Company remains a controlled  company and during any transition period following
the Company's ceasing to be a controlled company,  shareholders may not have the
same  protections  afforded to shareholders of companies that are subject to all
of the New York Stock Exchange corporate governance requirements.

The presence of a  controlling  shareholder  of the Company,  as well as certain
provisions  of Oklahoma law and the  Company's  organic  documents may impede or
discourage a takeover,  which may have a limiting  effect on the market price of
the Company's common stock.

The concurrence of the Company's majority controlling  shareholder is needed for
any third party to acquire  control of the Company,  even if a change in control
would be beneficial to the Company's other shareholders.

Furthermore, the Company is an Oklahoma corporation and even in the absence of a
controlling  shareholder,  the anti-takeover provisions of the Company's amended
certificate of incorporation and of Oklahoma law generally  prohibit the Company
from engaging in "business combinations" with an "interested shareholder" unless
the holders of at least  two-thirds of the  Company's  then  outstanding  common
stock  approve the  transaction.  In addition  to this  restriction,  some other
provisions of the Company's  amended  certificate  of  incorporation  and of its
by-laws  may  discourage  certain  acts  involving a  fundamental  change of the
Company. For example, the Company's amended certificate of incorporation and its
by-laws contain certain provisions that:

 -   classify the Company's Board of Directors into three classes, each of which
     serves for a term of three years,  with one class being  elected each year;
     and

                                       17

 -   prohibit shareholders from calling a special meeting of shareholders.

Because the Company's Board of Directors is classified and the Company's amended
certificate of incorporation and by-laws do not otherwise provide,  Section 1027
of the Oklahoma General Corporation Act permits the removal of any member of the
board of directors only for cause.

These  factors  could impede a merger,  takeover or other  business  combination
involving  the Company or  discourage a potential  acquirer from making a tender
offer for the Company's common stock,  which could have a limiting effect on the
market price of the Company's common stock.

Item 1B. Unresolved Staff Comments
-------- -------------------------

Not applicable.

Item 2. Properties
------- ----------

The Company's  executive offices are located in approximately  2,600 square feet
of leased  space in an office  building in  Princeton,  New Jersey.  Real Estate
operations  are based in  approximately  5,400 square feet of leased space in an
office  building  in Rio  Rancho,  New Mexico.  In  addition,  other real estate
inventory and investment  properties are described in Item 1. Kable's  executive
offices  are  based  in New York  City,  and  these  offices  together  with the
production,  administration,  sales and other  facilities  for its  Subscription
Fulfillment  Services,  Newsstand  Distribution Services and Product Fulfillment
and other businesses are located in nineteen owned or leased  facilities  which,
in the aggregate,  comprise  approximately 800,000 square feet of space with the
principal  locations  being  in  Mt.  Morris,  Illinois;  Palm  Coast,  Florida;
Louisville,  Colorado;  Fairfield,  Ohio and New York City. The Company believes
its facilities are adequate for its current requirements.

Item 3. Legal Proceedings
------- -----------------

A. In June 2008, a lawsuit  entitled Haan, etc. v. Kable News Company,  Inc., et
                                     -------------------------------------------
al was  filed in the  Circuit  Court of the  Fifteenth  Judicial  Circuit,  Ogle
--
County,  Illinois against the Company's Kable News Company,  Inc. ("Kable News")
subsidiary  by an  insurance  company as  subrogee  of the owner of a  warehouse
building  leased to the  subsidiary  that was  destroyed  in a fire in  December
2007.  The lawsuit also named as a defendant a temporary  staffing  company that
provided  the  subsidiary  with an employee who is alleged to have had a role in
causing  the  fire.   Plaintiff's  claims  specific  to Kable  News are based on
allegations  of  negligence  and  willful  and wanton  misconduct.   Plaintiff's
complaint seeks damages in excess of $100,000.  The Company's  insurance carrier
has  undertaken  Kable News' defense under a reservation  of rights and provides
coverage  up to the  policy  limit,  which may or may not be as much as the full
amount of plaintiff's claimed damages, which is unknown at this time.  A summary
judgment motion brought by the temporary  staffing company has been denied.  The
Company  believes  Kable  News  has good  defenses  to the  claims  and also has
potential  cross-claims  against  the other  parties  for their  conduct  in the
matter,  and Kable News is  vigorously  defending  the  lawsuit.   However,  the
proceeding is at an early stage, and the Company is not in a position to predict
its outcome.

B. In November 2008, a lawsuit entitled Alpinist, et al v. Haan, et al was filed
                                        ------------------------------
in the Circuit Court of the Fifteenth  Judicial Circuit,  Ogle County,  Illinois
against Kable News by a magazine  publisher and a number of insurance  companies
as the subrogees of other magazine publishers seeking damages for their property
stored by Kable News in the warehouse referred to in A. above that was destroyed
in the fire.  The three defendants are the warehouse  owner,  Kable News and the
temporary  staffing  company that is a defendant in the lawsuit  described in A.
above.   Plaintiffs'  claims  specific to Kable News are based on allegations of
negligence, breach of contract and willful and wanton misconduct.  The complaint
seeks damages in an amount in excess of $1,000,000.   The Company  believes that
Kable News has good defenses to the claims and also has  potential  cross-claims
against  the other  defendants  for their  conduct in the  matter,  and  intends
vigorously to defend the lawsuit.  However, the proceeding is at an early stage,
and the Company is not in a position to predict its outcome.

C. On  February  9, 2009,  a civil  action was  commenced  in the United  States
District Court for the Southern  District of New York entitled Source  Interlink
                                                               -----------------
Distribution,  LLC, et al. v. American  Media,  Inc.,  et al.  Source  Interlink
------------------------------------------------------------
Distribution,  LLC ("Source") is a wholesaler of magazines and in the lawsuit it

                                       18

alleged that magazine publishers and distributors,  including Kable Distribution
Services, Inc. ("Kable Distribution"), which is a wholly-owned subsidiary of the
Company, conspired to boycott Source to drive it out of business, and that other
wholesalers  participated in this effort. Source asserted claims under Section 1
of the Sherman Act  (antitrust),  for defamation  and for tortious  interference
with its contracts with retailers.  Damages were not quantified.  In April 2009,
Source and Kable  Distribution  agreed to settle the  lawsuit  with each of them
denying  any and all  wrongdoing  in  connection  with any claims and no payment
being  required of Kable  Distribution.  In connection  with the  settlement,  a
two-year agreement was entered into under which Kable Distribution will continue
to supply  magazines for Source's  wholesale  business.  In accordance  with the
settlement  agreement,  on April 14, 2009, the lawsuit was discontinued  against
Kable Distribution, with prejudice.

D. On March 10, 2009, a civil action was commenced in the United States District
Court for the Southern District of New York entitled  Anderson News,  L.L.C., et
                                                      --------------------------
al. v. American Media,  Inc., et al. Anderson News,  L.L.C.  ("Anderson")  was a
-----------------------------------
wholesaler  of  magazines.   It  has  alleged  that  magazine   publishers   and
distributors,  including Kable  Distribution,  conspired to boycott  Anderson to
drive  it out of  business,  and that  other  wholesalers  participated  in this
effort.  It has asserted claims under Section 1 of the Sherman Act  (antitrust),
for defamation, for tortious interference with its contracts with retailers, and
for civil conspiracy.  Damages have not been quantified, but would presumably be
alleged  to be  substantial.  Anderson  has  alleged  that the  distributor  and
publisher  defendants  acted in concert to cut off  Anderson  from its supply of
magazines  to  enable  them  to  gain  control  of  the   single-copy   magazine
distribution  channel.  The Company  believes that Kable  Distribution  has good
defenses to the claims and intends  vigorously  to defend the lawsuit.  However,
the  lawsuit is at an early  stage,  and the  Company  is not in a  position  to
predict its outcome.

E. The Company and its  subsidiaries  are  involved in various  other claims and
legal  actions  arising in the normal  course of  business.  While the  ultimate
results of these matters cannot be predicted with certainty, management believes
that they will not have a material adverse effect on the Company's  consolidated
financial position, liquidity or results of operations.

Item 4. Submission of Matters to a Vote of Security Holders
------- ---------------------------------------------------

There were no matters  submitted to a vote of security holders during the fourth
quarter of fiscal 2009.

Executive Officers of the Registrant

Set forth below is certain  information  concerning  persons who are the current
executive officers of the Company.

Name              Office Held / Principal Occupation for Past Five Years    Age
----              ------------------------------------------------------    ---
James Wall        Senior Vice President of the Company since 1991;          72
                  Chairman, President and Chief Executive Officer of
                  AMREP Southwest Inc. since 1991.

Peter M. Pizza    Vice President and Chief Financial Officer of the         58
                  Company since 2001; Vice President and Controller
                  of the Company from 1997 to 2001.

Irving Needleman  Vice President, General Counsel and Secretary of the      71
                  Company since November 2006; Of counsel to the law
                  firm of McElroy, Deutsch, Mulvaney & Carpenter, LLP
                  from September 2005 to October 2006.  Partner in the
                  law firm of Jacobs Persinger & Parker for more than
                  four years prior to September 2005.

Michael P. Duloc  President and Chief Executive Officer of Kable            52
                  Media Services since June 1, 2007; President of
                  Kable's Newsstand Distribution Services business
                  since 1996 and Chief Operating Officer of that business
                  until June 2007; President and Chief Operating Officer
                  of Kable's Fulfillment Services business from 2000 until
                  January 2007.

John Meneough     Executive Vice President, Fulfillment Services of         61

                                       19

                  Kable Media Services, Inc. and President and Chief
                  Operating Officer of the Company's Fulfillment Services
                  business since January 2007.  President of Palm Coast
                  Data Holdco, Inc. and Palm Coast Data LLC since 2002
                  and President of their predecessor companies since 1996.

The executive officers are elected or appointed by the Board of Directors of the
Company or its appropriate subsidiary to serve until the appointment or election
and  qualification  of their  successors or their earlier death,  resignation or
removal.

                                     PART II
                                     -------

Item 5. Market for Registrant's  Common Equity,  Related Stockholder Matters and
------- ------------------------------------------------------------------------
        Issuer Purchases of Equity
        --------------------------

The Company's  common stock is traded on the New York Stock  Exchange  under the
symbol "AXR". On July 1, 2009, there were approximately 850 holders of record of
the common stock. The range of high and low sales prices of the common stock for
the last two fiscal years by quarter is presented below:

                     FIRST                   SECOND                    THIRD                    FOURTH
               -------------------    -------------------      ----------------------    ---------------------
                 HIGH        LOW        HIGH        LOW          HIGH          LOW         HIGH         LOW
               --------    --------   --------   --------      ---------     --------    ---------    --------

   2009        $  56.67    $  41.12   $  62.66   $  26.91      $   40.27     $  22.01    $   34.50    $  13.18
   2008        $  69.31    $  40.75   $  41.54   $  26.17      $   46.34     $  27.94    $   58.25    $  34.47

Dividend Policy

The Company paid  special cash  dividends on its common stock of $1.00 and $0.85
per share during 2008 and 2007.  The Board of  Directors  has stated that it may
consider  special  dividends  from  time-to-time  in  the  future  in  light  of
conditions  then  existing,   including  earnings,   financial  condition,  cash
position,  and  capital  requirements  and  other  needs.  Notwithstanding  such
statement and the status of such future  conditions,  no assurance is given that
there  will be any  such  future  dividends  declared  or that  future  dividend
declarations,  if any,  will be  commensurate  in amount or frequency  with past
dividends. No cash dividends were paid during fiscal year 2009.

Performance Graph

The following  graph compares the  cumulative  total  shareholder  return on the
Company's common stock with the cumulative total return of the Standard & Poor's
500  Index  ("S&P  500  Index")  and with an index  comprised  of the  stock (or
comparable equity interest) of 27 companies with market capitalizations  similar
to that of the Company  ("Similar Cap Issuers"),  for the five years ended April
30, 2009 (assuming the  investment of $100 in the stock of the Company,  the S&P
500 Index and the  Similar Cap Issuers at the close of trading on April 30, 2004
and the reinvestment of all dividends).  The Company cannot identify an index of
issuers engaged in operations  similar to those in which it is currently engaged
and  therefore  has  determined  to use the Similar Cap Issuers for  purposes of
comparison.

                                       20
```