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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Rex Stores Corporation
(Name of Issuer)
Common Stock, par value $0.01
(Title of Class of Securities)
761624105
(CUSIP Number)
December 31, 2008
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
þ Rule 13d-1(b)
o Rule 13d-1(c)
o Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. |
761624105 |
| 1 | NAMES OF REPORTING PERSONS Nery Capital Partners, L.P |
||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
||||
| (a) o | |||||
| (b) o | |||||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
| Delaware | |||||
| 5 | SOLE VOTING POWER | ||||
| NUMBER OF | 620,000 | ||||
| SHARES | 6 | SHARED VOTING POWER | |||
| BENEFICIALLY | |||||
| OWNED BY | 0 | ||||
| EACH | 7 | SOLE DISPOSITIVE POWER | |||
| REPORTING | |||||
| PERSON | 620,000 | ||||
| WITH: | 8 | SHARED DISPOSITIVE POWER | |||
| 0 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
| 620,000 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ||||
| o | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
| 6.5%** | |||||
| 12 | TYPE OF REPORTING PERSON | ||||
| PN | |||||
**SEE ITEM 4(b).
2
CUSIP No. |
761624105 |
| 1 | NAMES OF REPORTING PERSONS Nery Capital Management, L.L.C. |
||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
||||
| (a) o | |||||
| (b) o | |||||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
| Delaware | |||||
| 5 | SOLE VOTING POWER | ||||
| NUMBER OF | 0 | ||||
| SHARES | 6 | SHARED VOTING POWER | |||
| BENEFICIALLY | |||||
| OWNED BY | 620,000 | ||||
| EACH | 7 | SOLE DISPOSITIVE POWER | |||
| REPORTING | |||||
| PERSON | 0 | ||||
| WITH: | 8 | SHARED DISPOSITIVE POWER | |||
| 620,000 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
| 620,000 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ||||
| o | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
| 6.5%** | |||||
| 12 | TYPE OF REPORTING PERSON | ||||
| OO | |||||
**SEE ITEM 4(b).
3
CUSIP No. |
761624105 |
| 1 | NAMES OF REPORTING PERSONS Nery Asset Management, L.L.C. |
||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
||||
| (a) o | |||||
| (b) o | |||||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
| Delaware | |||||
| 5 | SOLE VOTING POWER | ||||
| NUMBER OF | 0 | ||||
| SHARES | 6 | SHARED VOTING POWER | |||
| BENEFICIALLY | |||||
| OWNED BY | 620,000 | ||||
| EACH | 7 | SOLE DISPOSITIVE POWER | |||
| REPORTING | |||||
| PERSON | 0 | ||||
| WITH: | 8 | SHARED DISPOSITIVE POWER | |||
| 620,000 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
| 620,000 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ||||
| o | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
| 6.5%** | |||||
| 12 | TYPE OF REPORTING PERSON | ||||
| OO, IA | |||||
**SEE ITEM 4(b).
4
CUSIP No. |
761624105 |
| 1 | NAMES OF REPORTING PERSONS Michael A. Nery |
||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
||||
| (a) o | |||||
| (b) o | |||||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
| United States | |||||
| 5 | SOLE VOTING POWER | ||||
| NUMBER OF | 0 | ||||
| SHARES | 6 | SHARED VOTING POWER | |||
| BENEFICIALLY | |||||
| OWNED BY | 620,000 | ||||
| EACH | 7 | SOLE DISPOSITIVE POWER | |||
| REPORTING | |||||
| PERSON | 0 | ||||
| WITH: | 8 | SHARED DISPOSITIVE POWER | |||
| 620,000 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
| 620,000 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ||||
| o | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
| 6.5%** | |||||
| 12 | TYPE OF REPORTING PERSON | ||||
| IN | |||||
**SEE ITEM 4(b).
5
SCHEDULE 13G
This Schedule 13G (the “Schedule 13G”) relates to shares of common stock, $0.01 par value
(“Common Stock”), of Rex Stores Corporation, a Delaware corporation (the “Issuer”), and is being
filed on behalf of (i) Nery Capital Partners, L.P., a Delaware limited partnership (the “Fund”),
(ii) Nery Capital Management, L.L.C., a Delaware limited liability company (“Nery Capital”), as the
general partner of the Fund, (iii) Nery Asset Management, L.L.C., a Delaware limited liability
company (“Nery Asset”), as the investment advisor to the Fund, and (iv) Michael A. Nery, the
principal of Nery Capital and Nery Asset (together, with the persons mentioned in (i), (ii) and
(iii), the “Reporting Persons”). All shares of Common Stock are held by the Fund.
Item 1(a) Name of Issuer.
Rex Stores Corporation
Item 1(b) Address of Issuer’s Principal Executive Offices.
2875 Needmore Road
Dayton, Ohio 45414
Dayton, Ohio 45414
Item 2(a) Name of Person Filing.
(i) Nery Capital Partners, L.P. (the “Fund”), (ii) Nery Capital Management, L.L.C.
(“Nery Capital”), (iii) Nery Asset Management, L.L.C. (“Nery Asset”) and (iv) Michael
A. Nery
Item 2(b) Address of Principal Business Office, or, if none, Residence.
263 Stratford Road
Asheville, North Carolina 28804
Asheville, North Carolina 28804
Item 2(c) Citizenship or Place of Organization.
The Fund is a Delaware limited partnership. Nery Capital is a Delaware limited
liability company. Nery Asset is a Delaware limited liability company. Michael A.
Nery is a United States citizen.
Item 2(d) Title of Class of Securities.
Common stock $0.01 par value (the “Common Stock”)
Item 2(e) CUSIP Number.
761624105
6
| Item 3 | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether
the person filing is a: |
| (a) | o | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
|
| (b) | o | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
|
| (c) | o | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
|
| (d) | o | Investment company registered under section 8 of the Investment Company Act of 1940 (15
U.S.C. 80a-8). |
|
| (e) | þ | An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E). |
|
| (f) | o | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F). |
|
| (g) | o | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G). |
|
| (h) | o | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act
(12 U.S.C. 1813). |
|
| (i) | o | A church plan that is excluded from the definition of an investment company under
Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). |
|
| (j) | o | Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
Item 4 Ownership.
| (a) | The Fund may be deemed the beneficial owner of 620,000 shares of
Common Stock it holds. Nery Capital, as general partner of the Fund, may be
deemed to be the beneficial owner of 620,000 shares of Common Stock held by the
Fund. Nery Asset, as investment advisor to the Fund, may be deemed to be the
beneficial owner of 620,000 shares of Common Stock held by the Fund. Michael A.
Nery, as principal of Nery Capital and Nery Asset, may be deemed to be the
beneficial owner of 620,000 shares of Common Stock held by the Fund. |
||
| (b) | The Fund, Nery Capital, Nery Asset and Michael A. Nery may be
deemed the beneficial owners of 6.5% of the Issuer’s outstanding shares of
Common Stock, which such percentages were calculated by dividing (i) 620,000
(the number of shares of Common Stock held by the Fund) by (ii) 9,541,310 shares
of Common Stock outstanding as of December 8, 2008, as reported in the Issuer’s
most recent Form 10-Q filed with the Securities and Exchange Commission on
December 9, 2008. |
||
| (c) | As general partner of the Fund, Nery Capital has the shared power
to vote and dispose of the 620,000 shares of Common Stock held by the Fund. As
investment advisor to the Fund, Nery Asset has the shared power to vote and
dispose of the 620,000 shares of Common Stock held by the Fund. As principal of
Nery Capital and Nery Asset, Michael A. Nery has the shared power to vote and
dispose of the 620,000 shares of Common Stock held by the Fund. The Fund has
the sole power to vote and dispose of the 620,000 shares of Common Stock it
holds. |
7
Item 5 Ownership of Five Percent or Less of a Class.
Inapplicable.
Item 6 Ownership of More Than Five Percent on Behalf of Another Person.
Inapplicable.
| Item 7 | Identification and Classification of the Subsidiary which Acquired the Security Being
Reported On by the Parent Holding Company. |
Inapplicable.
Item 8 Identification and Classification of Members of the Group.
Inapplicable.
Item 9 Notice of Dissolution of Group.
Inapplicable.
Item 10 Certification.
By signing below each of the Reporting Persons certifies that, to the best of such
person’s knowledge and belief, the securities referred to above were acquired and
held in the ordinary course of business and were not acquired and were not held for
the purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection with or
as a participant in any transaction having that purpose or effect.
Exhibits Exhibit 1
Joint Filing Agreement by and among the Reporting Persons.
8
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
Date: February 9, 2009
| Nery Capital Partners, L.P. | ||||||||||
| By: | Nery Capital Management, L.L.C., its general partner | |||||||||
| By: | /s/ Michael A. Nery | |||||||||
| Name: | Michael A. Nery | |||||||||
| Title: | Manager | |||||||||
| Nery Capital Management, L.L.C. | ||||||||||
| By: | /s/ Michael A. Nery | |||||||||
| Name: | Michael A. Nery | |||||||||
| Title: | Manager | |||||||||
| Nery Asset Management, L.L.C. | ||||||||||
| By: | /s/ Michael A. Nery | |||||||||
| Name: | Michael A. Nery | |||||||||
| Title: | Manager | |||||||||
| /s/ Michael A. Nery | ||||||||||
| Michael A. Nery | ||||||||||
9
EXHIBIT INDEX
| Exhibit | ||||
| Number | Description | |||
| 1 | Joint Filing Agreement by and among the Reporting Persons. |
|||
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the
undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G
(including any and all amendments thereto) with respect to the Common Stock, par value $0.01, of
Rex Stores Corporation, a Delaware corporation, and further agree that this Joint Filing Agreement
shall be included as an Exhibit to such joint filings.
The undersigned further agree that each party hereto is responsible for the timely filing of
such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of
the information concerning such party contained therein; provided, however, that no party is
responsible for the accuracy or completeness of the information concerning any other party, unless
such party knows or has reason to believe that such information is inaccurate.
This Joint Filing Agreement may be signed in counterparts with the same effect as if the
signature on each counterpart were upon the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of February 9, 2009.
| Nery Capital Partners, L.P. | ||||||||||
| By: | Nery Capital Management, L.L.C., its general partner | |||||||||
| By: | /s/ Michael A. Nery | |||||||||
| Name: | Michael A. Nery | |||||||||
| Title: | Manager | |||||||||
| Nery Capital Management, L.L.C. | ||||||||||
| By: | /s/ Michael A. Nery | |||||||||
| Name: | Michael A. Nery | |||||||||
| Title: | Manager | |||||||||
| Nery Asset Management, L.L.C. | ||||||||||
| By: | /s/ Michael A. Nery | |||||||||
| Name: | Michael A. Nery | |||||||||
| Title: | Manager | |||||||||
| /s/ Michael A. Nery | ||||||||||
| Michael A. Nery | ||||||||||