SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
TO
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED JANUARY 31, 1996 COMMISSION FILE NO. 0-13283
REX STORES CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 31-1095548
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2875 Needmore Road, Dayton, Ohio 45414
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (513) 276-3931
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
Common Stock, $.01 par value New York Stock Exchange
This Amendment No. 1 to the registrant's Annual Report on Form 10-K
for the fiscal year ended January 31, 1996 includes the Exhibit Index and
Exhibits 21(a), 23(a), 24.1, 24.2, 24.3 and 27.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this amendment to be signed on its behalf
by the undersigned, thereunto duly authorized.
REX STORES CORPORATION
DOUGLAS BRUGGEMAN
Douglas Bruggeman
Vice President-Finance
and Treasurer
Date: May 29, 1996
41<PAGE>
EXHIBIT INDEX
Page
(3) Articles of incorporation and by-laws:
3(a) Certificate of Incorporation, as amended (incorporated
by reference to Exhibit 3(a) to Form 10-K for fiscal
year ended January 31, 1994, File No. 0-13283)
3(b)(1) By-Laws, as amended (incorporated by reference to
Registration Statement No. 2-95738, Exhibit 3(b), filed
February 8, 1985)
3(b)(2) Amendment to By-Laws adopted June 29, 1987
(incorporated by reference to Exhibit 4.5 to Form 10-Q
for quarter ended July 31, 1987, File No. 0-13283)
(4) Instruments defining the rights of security holders, including
indentures:
4(a) Amended and Restated Loan Agreement dated July 31, 1995
among Rex Radio and Television, Inc., Kelly & Cohen
Appliances, Inc., Stereo Town, Inc. and Rex Kansas,
Inc. (the "Borrowers"), the lenders named therein, and
NatWest Bank N.A. as agent (incorporated by reference
to Exhibit 4(a) to Form 10-Q for quarter ended July 31,
1995, File No. 0-13283)
4(b) Form of Amended and Restated Revolving Credit Note
(incorporated by reference to Exhibit 4(b) to Form 10-Q
for quarter ended July 31, 1995, File No. 0-13283)
4(c) Guaranty of registrant dated July 31, 1995
(incorporated by reference to Exhibit 4(c) to Form 10-Q
for quarter ended July 31, 1995, File No. 0-13283)
4(d) Borrowers Pledge Agreement as amended and restated
through July 31, 1995 (incorporated by reference to
Exhibit 4(d) to Form 10-Q for quarter ended July 31,
1995, File No. 0-13283)
4(e) Borrowers General Security Agreement as amended and
restated through July 31, 1995 (incorporated by
reference to Exhibit 4(e) to Form 10-Q for quarter
ended July 31, 1995, File No. 0-13283)
42<PAGE>
4(f) Parent Pledge Agreement as amended and restated through
July 31, 1995 (incorporated by reference to Exhibit
4(f) to Form 10-Q for quarter ended July 31, 1995, File
No. 0-13283)
4(g) Parent General Security Agreement as amended and
restated through July 31, 1995 (incorporated by
reference to Exhibit 4(g) to Form 10-Q for quarter
ended July 31, 1995, File No. 0-13283)
Pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K,
the registrant has not filed as an exhibit to this Form
10-K certain instruments with respect to long-term debt
where the total amount of securities authorized
thereunder does not exceed 10% of the total assets of
the registrant and its subsidiaries on a consolidated
basis. The registrant agrees to furnish a copy of such
instruments to the Commission upon request.
(10) Material contracts:
10(a) Employment Agreement dated September 1, 1995 between
Rex Radio and Television, Inc. and Stuart Rose
(incorporated by reference to Exhibit 10(a) to Form 10-Q
for quarter ended October 31, 1995, File No. 0-13283)
10(b) Employment Agreement dated January 1, 1994 between Rex
Radio and Television, Inc. and Stuart Rose
(incorporated by reference to Exhibit 10(c) to Form 10-Q
for quarter ended October 31, 1993, File No. 0-13283)
10(c) Employment Agreement dated September 1, 1995 between
Rex Radio and Television, Inc. and Lawrence Tomchin
(incorporated by reference to Exhibit 10(b) to Form 10-Q
for quarter ended October 31, 1995, File No. 0-13283)
10(d) Employment Agreement dated January 1, 1994 between Rex
Radio and Television, Inc. and Lawrence Tomchin
(incorporated by reference to Exhibit 10(d) to Form 10-Q
for quarter ended October 31, 1993, File No. 0-13283)
10(e) Executive Stock Option dated September 22, 1993
granting Stuart Rose an option to purchase 300,000
shares of registrant's Common Stock (incorporated by
reference to Exhibit 10(a) to Form 10-Q for quarter
ended October 31, 1993, File No. 0-13283)
10(f) Executive Stock Option dated September 22, 1993
granting Lawrence Tomchin an option to purchase 150,000
shares of registrant's Common Stock (incorporated by
reference to Exhibit 10(b) to Form 10-Q for quarter
ended October 31, 1993, File No. 0-13283)
43<PAGE>
10(g) Executive Stock Option dated November 20, 1989 granting
Stuart Rose an option to purchase 300,000 shares of
registrant's Common Stock (incorporated by reference to
Exhibit 6.3 to Form 10-Q for quarter ended October 31,
1989, File No. 0-13283)
10(h) Executive Stock Option dated November 20, 1989 granting
Lawrence Tomchin an option to purchase 300,000 shares
of registrant's Common Stock (incorporated by reference
to Exhibit 6.4 to Form 10-Q for quarter ended October
31, 1989, File No. 0-13283)
10(i) Subscription Agreement dated December 1, 1989 from
Stuart Rose to purchase 300,000 shares of registrant's
Common Stock (incorporated by reference to Exhibit 6.5
to Form 10-Q for quarter ended October 31, 1989, File
No. 0-13283)
10(j) Subscription Agreement dated December 1, 1989 from
Lawrence Tomchin to purchase 140,308 shares of
registrant's Common Stock (incorporated by reference to
Exhibit 6.6 to Form 10-Q for quarter ended October 31,
1989, File No. 0-13283)
10(k) 1984 Incentive Stock Option Plan, as amended effective
February 6, 1992 (incorporated by reference to Exhibit
10(a) to Form 10-K for fiscal year ended January 31,
1992, File No. 0-13283)
10(l) 1995 Omnibus Stock Incentive Plan, as amended and
restated effective June 2, 1995 (incorporated by
reference to Exhibit 4(c) to Post-Effective Amendment
No. 1 to Form S-8 Registration Statement No. 33-81706)
10(m) Real Estate Purchase and Sale Agreement (the
"Agreement") dated March 8, 1989 between registrant as
Guarantor, four of its subsidiaries (Rex Radio and
Television, Inc., Stereo Town, Inc., Kelly & Cohen
Appliances, Inc., and Rex Radio Warehouse Corporation)
as Sellers and Holman/Shidler Investment Corporation as
Buyer (incorporated by reference to Exhibit (b)(5)(1)
to Amendment No. 1 to Schedule 13E-4 filed March 15,
1989, File No. 5-35828)
The Table of Contents to the Agreement lists Exhibits A
through P to the Agreement. Each of the following
listed Exhibits to the Agreement is incorporated herein
by reference as indicated below. The registrant will,
upon request of the Commission, provide any of the
additional Exhibits to the Agreement.
44<PAGE>
10(n) Form of Full Term Lease (incorporated by reference to
Exhibit (b)(5)(2) to Amendment No. 1 to Schedule 13E-4
filed March 15, 1989, File No. 5-35828)
10(o) Form of Divisible Lease (incorporated by reference to
Exhibit (b)(5)(3) to Amendment No. 1 to Schedule 13E-4
filed March 15, 1989, File No. 5-35828)
10(p) Form of Terminable Lease (incorporated by reference to
Exhibit (b)(5)(4) to Amendment No. 1 to Schedule 13E-4
filed March 15, 1989, File No. 5-35828)
10(q) Continuing Lease Guaranty (incorporated by reference to
Exhibit (b)(5)(5) to Amendment No. 1 to Schedule 13E-4
filed March 15, 1989, File No. 5-35828)
10(r) Agreement Regarding Leases and Amending Amended and
Restated Real Property Purchase and Sale Agreement
dated May 17, 1990 among Shidler/West Finance Partners
I (Limited Partnership); Rex Radio and Television,
Inc., Stereo Town, Inc., Kelly & Cohen Appliances, Inc.
and Rex Radio Warehouse Corporation; and registrant
(incorporated by reference to Exhibit (a)(10) to Form
10-Q for quarter ended April 30, 1990, File No. 0-13283)
10(s) Lease dated December 12, 1994 between Stuart
Rose/Beavercreek, Inc. and Rex Radio and Television,
Inc. (incorporated by reference to Exhibit 10(q) to
Form 10-K for fiscal year ended January 31, 1995, File
No. 0-13283)
(21) Subsidiaries of the registrant:
21(a) Subsidiaries of registrant 47
(23) Consents of experts and counsel:
23(a) Consent of Arthur Andersen LLP to use its report
dated March 25, 1996 included in this annual report
on Form 10-K into registrant's Registration Statements
on Form S-8 (Registration Nos. 33-3836, 33-81706 and
33-62645) 48
(24) Power of attorney:
Powers of attorney of each person who signed this
report on Form 10-K on behalf of another pursuant
to a power of attorney 49-51
45<PAGE>
(27) Financial data schedule:
Financial data schedule 52
Copies of the Exhibits not contained herein may be
obtained by writing to Edward M. Kress, Secretary,
REX Stores Corporation, 2875 Needmore Road, Dayton,
Ohio 45414.
46<PAGE>
EXHIBIT 21(a)
SUBSIDIARIES OF REX STORES CORPORATION
State of
Name Incorporation
Rex Radio and Television, Inc. Ohio
Stereo Town, Inc. Georgia
Kelly & Cohen Appliances, Inc. Ohio
Rex Kansas, Inc.(1) Kansas
AVA Acquisition Corp.(2) Delaware
A.V. Compadres, Inc.(2) Ohio
--------------
(1) Wholly-owned subsidiary of Rex Radio and Television, Inc.
(2) Non-operating subsidiary
47<PAGE>
EXHIBIT 23(a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation of our reports included in this Form 10-K into the
Company's previously filed Registration Statements on Form S-8
(No. 33-3836, No. 33-81706 and No. 33-62645).
ARTHUR ANDERSEN LLP
Cincinnati, Ohio,
April 17, 1996
48<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his
capacity as a director or officer, or both, of REX Stores Corpora-
tion, a Delaware corporation (the "Company"), hereby constitutes
and appoints Stuart A. Rose and Edward M. Kress, or any one of
them, his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign the Company's
Annual Report on Form 10-K for the Fiscal Year Ended January 31,
1996 and to sign any and all amendments thereto, and to file the
same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting
unto such attorneys-in-fact and agents, and any one of them, full
power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that such attorneys-in-fact and agents or any one of
them, or their or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this instru-
ment on this 17th day of April, 1996.
LAWRENCE TOMCHIN
Lawrence Tomchin
49<PAGE>
EXHIBIT 24.2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his
capacity as a director or officer, or both, of REX Stores Corpora-
tion, a Delaware corporation (the "Company"), hereby constitutes
and appoints Stuart A. Rose, Lawrence Tomchin and Edward M. Kress,
and each or any one of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for
him and in his name, place and stead, in any and all capacities, to
sign the Company's Annual Report on Form 10-K for the Fiscal Year
Ended January 31, 1996 and to sign any and all amendments thereto,
and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto such attorneys-in-fact and agents, and
any one of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that such attorneys-in-fact
and agents or any one of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this instru-
ment on this 4th day of April, 1996.
ROBERT DAVIDOFF
Robert Davidoff
50<PAGE>
EXHIBIT 24.3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his
capacity as a director or officer, or both, of REX Stores Corpora-
tion, a Delaware corporation (the "Company"), hereby constitutes
and appoints Stuart A. Rose, Lawrence Tomchin and Edward M. Kress,
and each or any one of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for
him and in his name, place and stead, in any and all capacities, to
sign the Company's Annual Report on Form 10-K for the Fiscal Year
Ended January 31, 1996 and to sign any and all amendments thereto,
and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto such attorneys-in-fact and agents, and
any one of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that such attorneys-in-fact
and agents or any one of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this instru-
ment on this 17th day of April, 1996.
TIBOR FABIAN
Tibor Fabian
51<PAGE>
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