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-- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing

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

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 31, 2009

REX STORES CORPORATION
(Exact name of registrant as specified in its charter)

 

Delaware
001-09097
31-1095548
(State or other jurisdiction
(Commission File No.)
(IRS Employer
of incorporation)
Identification No.)

2875 Needmore Road, Dayton, Ohio
45414
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code: (937) 276-3931

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
   
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
   
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

 

 

Item 1.01 Entry into a Material Definitive Agreement

     On July 31, 2009, REX Stores Corporation and its wholly owned subsidiaries Rex Radio and Television, Inc., Kelly & Cohen Appliances, Inc., Stereo Town, Inc. and Rex Alabama, Inc. (collectively “Rex”) entered into a Third Amendment to Agreement and a Second Global Amendment to Multiple Leases (together, the “Amendments”) with Appliance Direct, Inc. (“Appliance Direct”). The Amendments (i) eliminated the right of Appliance Direct to purchase stores it leased from REX, (ii) eliminated the right of Appliance Direct to terminate certain leases in the future and (iii) eliminated the obligation of Appliance Direct to lease 21 properties from REX. The terms of the 15 leases and one sublease under which Rex leases property to Appliance Direct remain in full force except as modified by the Amendments. Appliance Direct has taken possession of all 16 of these properties.

      Rex is in the process of marketing the 21 vacant properties that Appliance Direct had previously agreed to lease from REX, for lease or sale through normal real estate brokerage channels.

     The foregoing description is qualified in its entirety by reference to the full text of the Amendments which are filed as exhibits to this report.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

     Effective July 31, 2009, David Fuchs resigned as Vice President-Management Information Systems of REX Stores Corporation and left the Company’s employment.

Item 9.01 Financial Statements and Exhibits

     The following are filed as part of this report:

     (d) Exhibits

     10(a) Third Amendment to Agreement dated July 31, 2009 between Rex Radio and Television, Inc., Kelly & Cohen Appliances, Inc., Stereo Town, Inc., REX Alabama, Inc., REX Stores Corporation and Appliance Direct, Inc.

     10(b) Second Global Amendment to Multiple Leases dated July 31, 2009 between Rex Radio and Television, Inc., Kelly & Cohen Appliances, Inc., Stereo Town, Inc., Appliance Direct, Inc. and the Tenants.

 

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    REX STORES CORPORATION
     
     
Date: July 31, 2009
By:  
 /s/ DOUGLAS L. BRUGGEMAN
    Name: Douglas L. Bruggeman
    Title: Vice President - Finance,
Chief Financial Officer
and Treasurer
     
     

 



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Exhibit 10(a)

THIRD AMENDMENT TO AGREEMENT

     THIS THIRD AMENDMENT TO AGREEMENT (this “Amendment”) is made effective as of the 31st day of July, 2009 (the “Effective Date”), by and between REX RADIO AND TELEVISION, INC., an Ohio corporation (“Seller One”), KELLY & COHEN APPLIANCES, INC., an Ohio corporation (“Seller Two”), and STEREO TOWN, INC., a Georgia corporation (“Seller Three”), REX ALABAMA, INC., an Ohio corporation (“Seller Four”) (collectively, Seller One, Seller Two, Seller Three and Seller Four, “Seller”), REX STORES CORPORATION, a Delaware corporation (“REX Stores”), all having an address at 2875 Needmore Road, Dayton, OH 45414, and APPLIANCE DIRECT, INC., a Florida corporation (“Purchaser”), having an address at 397 North Babcock Street, Melbourne, Florida 32935, under the following circumstances:

         A.      By Agreement dated as of January 29, 2009 (the “Original Agreement”), Seller agreed to sell and Purchaser agreed to purchase certain Assets of Seller being more particularly described in Agreement.

         B.      By First Amendment to Agreement dated as of February 27, 2009, Seller and Purchaser amended the Original Agreement (the “First Amendment”).

         C.      By Second Amendment to Agreement dated as of June 30, 2009, Seller and Purchaser amended the Original Agreement (the “Second Amendment,” and together with the Original Agreement and the First Amendment, the “Agreement”).

         D.      Seller and Purchaser have agreed that Purchaser will not proceed with the lease of all of the locations and the parties desire to amend the Agreement as set forth below to conform the Agreement accordingly.

     NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Seller and Purchaser amend the Agreement as follows:

     1.      Schedule 2.2 of the Agreement is hereby deleted in its entirety and the Schedule 2.2 attached to this Amendment inserted in lieu thereof.

     2.      Sections 2.5 of the Agreement is hereby deleted in its entirety and the following inserted in lieu thereof:

         2.5      Extended Service Plan (“ESP”) Payment. Purchaser agrees to accept Seller’s customer ESP for Seller’s Frigidaire and Whirlpool appliances (excluding air conditioners and dehumidifiers). Seller shall pay to Purchaser, in connection with such assumption as of the Implementation Date, fifty-five percent (55%) of Seller’s Book Value of Seller’s Frigidaire and Whirlpool appliances’ ESP for the Properties and Leased Properties (the “ESP Credit”). Seller’s Book Value shall be equal to Seller’s reported liability related to ESP less Seller’s reported commissions as both are shown on the books and records of Seller in the ordinary course of its business. Seller and Purchaser acknowledge that the ESP Credit for the sites which have been opened by Purchaser as of June 30, 2009 has been applied to pay part of the rent due on such

    sites from the Rent Commencement Date (as defined in each Lease) through rent due and outstanding as of June 30, 2009 and Purchaser is not entitled to any additional ESP Credit..

     3.      Exhibit 2.6 to the Agreement shall be deleted in its entirety and the Exhibit 2.6 attached to this Amendment inserted in lieu thereof.

     4.      Section 4.2 of the Agreement shall be deleted in its entirety and the following inserted in lieu thereof:

     4.2      Deliveries.

         (a)      In addition to the items and documents required under other provisions of this Agreement to be delivered by Seller to Purchaser at or prior to Closing (or the Implementation Date, as indicated below), Seller (or whichever of Seller One, Seller Two or Seller Three is identified on Exhibit 1.1 as the owner of the Site to which such items and documents relate) shall execute and/or deliver (or cause to be executed and/or delivered) to Purchaser or the Escrow Agent, as applicable, through escrow each of the following at Closing:

        (i)      evidence of Seller’s authority to consummate the transactions described herein;

        (ii)      a date-down letter for representations and warranties in the form attached hereto as Exhibit 4.2(a)(ii);

        (iii)      originals of all Delivery Items to the extent in the possession or control of Seller;

        (iv)      the Leases;

        (v)      on the Implementation Date for each Site, one or more bills of sale and assignment conveying to Purchaser all of Seller’s right, title and interest in and to the Assets, in the form attached hereto as Exhibit 4.2(a)(vi) (the “Bill of Sale and Assignment”); and

        (vi)      originals of the Required Consents.

         (b)      In addition to the items and documents required under other provisions of this Agreement to be delivered by Purchaser to Seller at or prior to Closing, Purchaser also shall execute and/or deliver (or cause to be executed and/or delivered) to Seller through escrow each of the following at Closing:

        (i)      evidence of Purchaser’s authority to consummate the transactions described herein;

        (ii)      on the Implementation Date for each Property, evidence of insurance required under the Leases;

2

        (iii)      the Leases; and

        (iv)      on the Implementation Date for each Site, the Bill of Sale and Assignment.

     5.      Schedule 5.1 of the Agreement shall be deleted in its entirety and the Schedule 5.1 attached to this Amendment inserted in lieu thereof.

     6.      Section 5.3 of the Agreement shall be deleted in its entirety.

     7.      Seller has performed all of its obligations under the Agreement as of the date of this Amendment.

     8.      Except as modified by this Amendment, the Agreement remains in full force and effect.

     9.      The Agreement, as modified by this Amendment, is ratified and confirmed.

 

     EXECUTED as of the date first written above.

REX STORES:   PURCHASER:
 
REX STORES CORPORATION,   APPLIANCE DIRECT, INC.
a Delaware corporation   a Florida corporation
 
 
    By:
By:   Name:
Name:   Title:
Title:    
 
 
SELLER:    
 
REX RADIO AND TELEVISION, INC.,    
an Ohio corporation    
 
 
By:    
     Name:    
     Title:    
 
KELLY & COHEN APPLIANCES, INC.,    
an Ohio corporation    
 
By:    
     Name:    
     Title:    

3

 

STEREO TOWN, INC.,
a Georgia corporation
 
 
By:
     Name:
     Title:
 
 
 
REX ALABAMA, INC.,
an Ohio corporation
 
 
By:
     Name:
       Title:

4

Exhibit 2.2
Properties

Lease for    
Store Number: Location: Landlord
 
14 7163 Airport Boulevard  
  Mobile, Alabama Seller One
23 Daphne, Alabama Seller One
24 Gadsden, Alabama Seller One
27 Dothan, Alabama Seller One
29 Auburn, Alabama Seller One
102 Florence, Alabama Seller One
103 Decatur, Alabama Seller One
181 Montgomery, Alabama Seller One
154 Brunswick, Georgia Seller Two
17 Gautier, Mississippi Seller One
25 Greenville, Mississippi Seller One
137 Meridian, Mississippi Seller One
138 Columbus, Mississippi Seller One
296 Natchez, Mississippi Seller One
127 Vicksburg, Mississippi Seller One

Seller Key:
Seller One: Rex Radio and Television, Inc.
Seller Two: Kelly & Cohen Appliances, Inc.

 

Schedule 2.6

          New
  Addrs Street Name City ST Corporation Name Start
  No.         Date
  1349 NW 23rd AVENUE GAINESVILLE FL AD-Gainesville, Inc. 3/20
  3010 ROSS CLARK CIRCLE DOTHAN AL AD-Dothan, Inc. 3/20
  101 TRADE STREET BRUNSWICK GA AD-Brunswick, Inc. 3/20
  25297 HIGHWAY 98 DAPHNE AL AD-Daphne, Inc. 3/27
  1500 RAINBOW DRIVE GADSDEN AL AD-Gadsden, Inc. 3/27
  3990 EASTERN BLVD MONTGOMERY AL AD-Montgomery, Inc. 3/27
  1821 BELTLINE RD. S.W. DECATUR AL AD-Decatur, Inc. 3/27
  2095 FLORENCE BLVD. FLORENCE AL AD-Florence, Inc. 3/27
  2406 HIGHWAY 45 NORTH COLUMBUS MS AD-Columbus, Inc. 4/3
  3329 HIGHWAY 90 GAUTIER MS AD-Gautier, Inc. 4/3
  572 BONITA LAKES DR MERIDIAN MS AD-Meridian, Inc. 4/3
  2007 HWY 1 SOUTH GREENVILLE MS AD-Greenville, Inc. 4/3
  373 JOHN R. JUNKIN DR. NATCHEZ MS AD-Natchez, Inc. 4/3
  2101 E. UNIVERSITY DR AUBURN AL AD-Auburn-AL, Inc. 4/10
  7163 AIRPORT BLVD. MOBILE AL AD-Mobile, Inc. 4/10
  2314 IOWA AVE. VICKSBURG MS AD-Vicksburg, Inc. 4/10

 


SCHEDULE 5.1

Store    
Number Location Date Rent is Due
 
14 7163 Airport Boulevard 1st
  Mobile, Alabama  
23 Daphne, Alabama 1st
27 Dothan, Alabama 1st
24 Gadsden, Alabama 1st
29 Auburn, Alabama 1st
102 Florence, Alabama 1st
103 Decatur, Alabama 1st
181 Montgomery, Alabama 1st
154 Brunswick, Georgia 1st
17 Gautier, Mississippi 1st
25 Greenville, Mississippi 1st
137 Meridian, Mississippi 1st
138 Columbus, Mississippi 1st
296 Natchez, Mississippi 1st
127 Vicksburg, Mississippi 1st

 


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Exhibit 10(b)

SECOND GLOBAL AMENDMENT TO MULTIPLE LEASES

     THIS SECOND GLOBAL AMENDMENT TO MULTIPLE LEASES (this “Amendment”) is made as of the 31st day of July, 2009 (the “Effective Date”), by and between REX RADIO AND TELEVISION, INC., an Ohio corporation (“Rex”), KELLY & COHEN APPLIANCES, INC., an Ohio corporation (“Kelly & Cohen”), and STEREO TOWN, INC., a Georgia corporation (“Stereo Town”) (collectively, Rex, Kelly & Cohen and Stereo Town, “Landlord”), all having an address at 2875 Needmore Road, Dayton, Ohio 45414, and APPLIANCE DIRECT, INC., a Florida corporation (“Appliance Direct”), and the “Tenants” as hereinafter defined, all having an address at 397 North Babcock Street, Melbourne, Florida 32935, under the following circumstances:

         A.      By Leases all dated as of January 29, 2009 (the “Leases”), Landlord leased to affiliates of Appliance Direct (“Tenants”) certain real property as more particularly identified on Exhibit A attached hereto and made a part hereof.

         B.      By Global Amendment to Multiple Leases dated April 30, 2009, Landlord, Appliance Direct and Tenants amended the Leases.

         C.      Landlord, Appliance Direct and Tenants now desire to further amend the Leases as set forth below.

     NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Landlord, Appliance Direct and Tenants amend the Leases as follows:

     1.      Article XXI, Purchase Option, of each of the Leases is hereby deleted in its entirety.

     2.      Article XXII (M), Option to Terminate, of each of the Leases is hereby deleted in its entirety.

     3.      Exhibit I to each of the Leases is hereby deleted and the Exhibit I attached to this Amendment is inserted in lieu thereof.

     4.      Schedule IV to each of the Leases is hereby deleted and the Schedule IV attached to this Amendment is inserted in lieu thereof.

     5.      By execution of this Amendment, the parties confirm that the term of each of the Leases is as set forth on Exhibit B attached hereto and made a part hereof.

     6.      Except as modified by this Amendment, each of the Leases remain in full force and effect.

     7.      The Leases, as modified by this Amendment, are ratified and confirmed.

 

     EXECUTED as of the date first written above.

LANDLORDS:    
 
REX RADIO AND TELEVISION, INC.,   APPLIANCE DIRECT, INC.,
an Ohio corporation   a Florida corporation
 
 
By:   By:
     Name:   Name:
     Title:   Title:
 
 
KELLY & COHEN APPLIANCES, INC.,    
an Ohio corporation   TENANTS:
 
 
By:    
     Name:   Sei Hwan Pak a/k/a Sam Pak, Chief Executive
     Title:   Officer of AD-Mobile, Inc., AD-Daphne, Inc.,
    AD-Gadsden, Inc., AD-Auburn, Inc., AD-
    Florence, Inc., AD-Decatur, Inc., AD-
STEREO TOWN, INC.,   Montgomery, Inc., AD-Brunswick, Inc., AD-
a Georgia corporation   Gautier, Inc., AD-Greenville, Inc., AD-
    Meridian, Inc., AD-Columbus, Inc., AD-
    Natchez, Inc., AD-Vicksburg, Inc.
By:    
     Name:    
     Title:    

 


EXHIBIT A

Store            
Number   Location   Landlord*   Tenant
 
14   7163 Airport Boulevard   Rex   AD-Mobile, Inc.
    Mobile, Alabama        
23   Daphne, Alabama   Rex   AD-Daphne, Inc.
27   Dothan, Alabama   Rex   AD-Dothan, Inc.
24   Gadsden, Alabama   Rex   AD-Gadsden, Inc.
29   Auburn, Alabama   Rex   AD-Auburn, Inc.
102   Florence, Alabama   Rex   AD-Florence, Inc.
103   Decatur, Alabama   Rex   AD-Decatur, Inc.
181   Montgomery, Alabama   Rex   AD-Montgomery, Inc.
154   Brunswick, Georgia   KC   AD-Brunswick, Inc.
17   Gautier, Mississippi   Rex   AD-Gautier, Inc.
25   Greenville, Mississippi   Rex   AD-Greenville, Inc.
137   Meridian, Mississippi   Rex   AD-Meridian, Inc.
138   Columbus, Mississippi   Rex   AD-Columbus, Inc.
296   Natchez, Mississippi   Rex   AD-Natchez, Inc.
127   Vicksburg, Mississippi   Rex   AD-Vicksburg, Inc.
*Rex - Rex Radio and Television, Inc.        
KC - Kelly & Cohen Appliances, Inc.
       

 


Exhibit I
Related Leases

Lease for    
Store Number: Location: Landlord
 
14 7163 Airport Boulevard  
  Mobile, Alabama Seller One
23 Daphne, Alabama Seller One
24 Gadsden, Alabama Seller One
27 Dothan, Alabama Seller One
29 Auburn, Alabama Seller One
102 Florence, Alabama Seller One
103 Decatur, Alabama Seller One
181 Montgomery, Alabama Seller One
154 Brunswick, Georgia Seller Two
17 Gautier, Mississippi Seller One
25 Greenville, Mississippi Seller One
137 Meridian, Mississippi Seller One
138 Columbus, Mississippi Seller One
296 Natchez, Mississippi Seller One
127 Vicksburg, Mississippi Seller One

Seller Key:
Seller One: Rex Radio and Television, Inc.
Seller Two: Kelly & Cohen Appliances, Inc.

 

SCHEDULE IV

Store    
Number Location Date Rent is Due
 
14 7163 Airport Boulevard 1st
  Mobile, Alabama  
23 Daphne, Alabama 1st
27 Dothan, Alabama 1st
24 Gadsden, Alabama 1st
29 Auburn, Alabama 1st
102 Florence, Alabama 1st
103 Decatur, Alabama 1st
181 Montgomery, Alabama 1st
154 Brunswick, Georgia 1st
17 Gautier, Mississippi 1st
25 Greenville, Mississippi 1st
137 Meridian, Mississippi 1st
138 Columbus, Mississippi 1st
296 Natchez, Mississippi 1st
127 Vicksburg, Mississippi 1st

 


EXHIBIT B

Store    
Number Location Lease Termination Date*
 
14 7163 Airport Boulevard August 31, 2015
  Mobile, Alabama  
23 Daphne, Alabama June 30, 2015
27 Dothan, Alabama August 31, 2015
24 Gadsden, Alabama June 30, 2015
29 Auburn, Alabama July 31, 2015
102 Florence, Alabama June 30, 2015
103 Decatur, Alabama June 30, 2015
181 Montgomery, Alabama August 31, 2015
154 Brunswick, Georgia June 30, 2015
17 Gautier, Mississippi July 31, 2015
25 Greenville, Mississippi August 31, 2015
137 Meridian, Mississippi August 31, 2015
138 Columbus, Mississippi August 31, 2015
296 Natchez, Mississippi August 31, 2015
127 Vicksburg, Mississippi August 31, 2015

*Subject to Tenants’ right to renew as set forth in the Leases.