<PAGE>
- --------------------------------------------------------------------------------
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 'SS'240.14a-11(c) or 'SS'240.14a-12
REX STORES CORPORATION
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
........................................................................
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
- --------------------------------------------------------------------------------
<PAGE>
[REX Stores Logo]
REX STORES CORPORATION
2875 NEEDMORE ROAD
DAYTON, OHIO 45414
-------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 5, 2000
The Annual Meeting of Shareholders of REX Stores Corporation will be held at
the Dayton Racquet Club, Kettering Tower, Dayton, Ohio on Monday, June 5, 2000,
at 2:00 p.m., for the following purposes:
1. Election of five members to the Board of Directors to serve until the
next Annual Meeting of Shareholders and until their respective successors
are elected and qualified.
2. Transaction of such other business as may properly come before the
Annual Meeting or any adjournment thereof.
Only shareholders of record at the close of business on April 24, 2000 will
be entitled to notice of and to vote at the Annual Meeting.
All shareholders are cordially invited to attend the Annual Meeting in
person.
By Order of the Board of Directors
EDWARD M. KRESS
--------------------------
EDWARD M. KRESS
Secretary
Dayton, Ohio
May 3, 2000
-------------------------------------------------------------------
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE MARK, DATE,
SIGN AND PROMPTLY RETURN THE ENCLOSED PROXY IN THE ENVELOPE
PROVIDED.
-------------------------------------------------------------------
<PAGE>
REX STORES CORPORATION
2875 NEEDMORE ROAD
DAYTON, OHIO 45414
--------------------------
PROXY STATEMENT
--------------------------
MAILING DATE
MAY 3, 2000
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of REX Stores Corporation, a Delaware
corporation (the 'Company'), for use for the purposes set forth herein at its
Annual Meeting of Shareholders to be held on June 5, 2000 and any adjournments
thereof. All properly executed proxies will be voted as directed by the
shareholder on the proxy card. If no direction is given, proxies will be voted
in accordance with the Board of Directors' recommendations and, in the
discretion of the proxy holders, in the transaction of such other business as
may properly come before the Annual Meeting and any adjournments thereof. Any
proxy may be revoked by a shareholder by delivering written notice of revocation
to the Company or in person at the Annual Meeting at any time prior to the
voting thereof.
The Company has one class of stock outstanding, namely Common Stock, $.01
par value, of which there were 6,726,879 shares outstanding as of April 24,
2000. Only holders of Common Stock whose names appeared of record on the books
of the Company at the close of business on April 24, 2000 are entitled to notice
of and to vote at the Annual Meeting. Each shareholder is entitled to one vote
per share.
A majority of the outstanding shares of Common Stock will constitute a
quorum at the Annual Meeting. Abstentions and broker non-votes are counted for
purposes of determining the presence or absence of a quorum. Directors are
elected by a plurality of the votes cast by the holders of Common Stock at a
meeting at which a quorum is present. Abstentions and broker non-votes will not
be counted toward a nominee's achievement of a plurality and thus will have no
effect. A broker non-vote occurs when a broker submits a proxy that indicates
the broker does not have discretionary authority to vote the shares on a
particular matter.
FISCAL YEAR
All references in this Proxy Statement to a particular fiscal year are to
the Company's fiscal year ended January 31. For example, 'fiscal 1999' means the
period February 1, 1999 to January 31, 2000. In the past, the Company referred
to this period as 'fiscal 2000.'
<PAGE>
ELECTION OF DIRECTORS
Five directors are to be elected at the Annual Meeting to hold office until
the next Annual Meeting of Shareholders and until their successors are elected
and qualified. Unless otherwise directed, it is the intention of the persons
named in the accompanying proxy to vote each proxy for the election of the
nominees listed below. All nominees are presently directors of the Company.
If at the time of the Annual Meeting any nominee is unable or declines to
serve, the proxy holders will vote for the election of such substitute nominee
as the Board of Directors may recommend. The Company and the Board of Directors
have no reason to believe that any substitute nominee will be required.
Set forth below is certain information with respect to the nominees for
director.
STUART ROSE, 45, has been the Chairman of the Board and Chief Executive
Officer of the Company since its incorporation in 1984 as a holding company to
succeed to the ownership of Rex Radio and Television, Inc., Kelly & Cohen
Appliances, Inc. and Stereo Town, Inc. Prior to 1984, Mr. Rose was Chairman of
the Board and Chief Executive Officer of Rex Radio and Television, Inc., which
he founded in 1980 to acquire the stock of a corporation which operated four
retail stores.
LAWRENCE TOMCHIN, 72, has been the President and Chief Operating Officer of
the Company since 1990. From 1984 to 1990, he was the Executive Vice President
and Chief Operating Officer of the Company. Mr. Tomchin has been a director
since 1984. Mr. Tomchin was Vice President and General Manager of the
corporation which was acquired by Rex Radio and Television, Inc. in 1980 and
served as Executive Vice President of Rex Radio and Television, Inc. after the
acquisition.
ROBERT DAVIDOFF, 73, has been a director since 1984. Mr. Davidoff has been
employed by Carl Marks & Co., Inc., an investment banking firm, since 1950 and
currently is Vice President in charge of corporate finance. Mr. Davidoff is also
a director of Hubco Exploration, Inc., Marisa Christina, Inc. and Aquis
Communications Group, Inc.
EDWARD KRESS, 50, has been the Secretary of the Company since 1984 and a
director since 1985. Mr. Kress has been a partner of the law firm of Chernesky,
Heyman & Kress P.L.L., counsel for the Company, since 1988. From 1985 to 1988,
Mr. Kress was a member of the law firm of Smith & Schnacke. Mr. Kress has
practiced law in Dayton, Ohio since 1974.
LEE FISHER, 48, has been a director since 1996. Mr. Fisher is the President
and Chief Executive Officer of the Center for Families and Children, a private
nonprofit human services organization. Mr. Fisher was a partner of the law firm
of Hahn Loeser & Parks LLP from 1995 to 1999. Mr. Fisher served as Ohio Attorney
General from 1991 to 1995, State Senator, Ohio General Assembly, from 1983 to
1991, and State Representative, Ohio General Assembly, from 1981 to 1983. Mr.
Fisher also practiced law with Hahn Loeser & Parks from 1978 to 1991.
INFORMATION CONCERNING THE BOARD OF DIRECTORS
The Board of Directors has three standing committees: the Executive
Committee, the Audit Committee and the Compensation Committee. The Board has no
nominating committee.
The Executive Committee (of which Messrs. Rose and Tomchin are members) is
empowered to exercise all the powers and authority of the Board of Directors
between meetings of the Board, other than the power to fill vacancies on the
Board or on any Board committee and the power to declare dividends.
2
<PAGE>
The Audit Committee (of which Messrs. Davidoff and Fisher are members) meets
with Company personnel and with representatives of the Company's independent
public accountants to review internal auditing procedures and matters relating
to the annual audit of the Company's financial statements. The committee also
annually recommends to the Board of Directors the appointment of independent
public accountants.
The Compensation Committee (of which Messrs. Davidoff and Fisher are
members) establishes the Company's executive compensation policies and
administers the Company's stock option plans.
The Executive Committee did not meet but took action by unanimous written
consent 15 times during the fiscal year ended January 31, 2000. The Audit
Committee met once during the fiscal year ended January 31, 2000. The
Compensation Committee met once and took action by unanimous written consent
once during the fiscal year ended January 31, 2000.
The Board of Directors held three meetings and took action by unanimous
written consent twice during the fiscal year ended January 31, 2000. Each
incumbent director attended all meetings of the Board of Directors and Board
Committees on which he served.
DIRECTOR COMPENSATION
Directors who are not officers or employees of the Company may receive a fee
of up to $1,000 plus reasonable expenses for each meeting of the Board attended.
Nonemployee directors are eligible to receive grants of stock options under
the Company's 1995 and 1999 Omnibus Stock Incentive Plans. Under the Plans, on
the date of each annual meeting of the Company's shareholders, each nonemployee
director is awarded a nonqualified stock option to purchase a number of shares
of Common Stock such that the exercise price of the option multiplied by the
number of shares subject to the option is as near as possible to $100,000, but
in no event more than 10,000 shares. The exercise price of each nonqualified
option is the fair market value of the Common Stock on the date of grant. The
options are exercisable in five equal annual installments commencing on the
first anniversary of the date of grant and expire ten years from the date of
grant. For fiscal 1999, each nonemployee director was granted an option to
purchase 4,407 shares at an exercise price of $22.6875 per share.
3
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth the compensation awarded to, earned by or
paid to the Chief Executive Officer, and to each of the other executive officers
of the Company whose total annual salary and bonus exceeded $100,000, for
services rendered in all capacities to the Company and its subsidiaries for each
of the last three fiscal years.
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
------------
AWARDS
------------
ANNUAL COMPENSATION SECURITIES
NAME AND ---------------------- UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) OPTIONS (#) COMPENSATION ($)(1)
------------------ ---- ---------- --------- ----------- -------------------
<S> <C> <C> <C> <C> <C>
Stuart Rose ........................ 1999 154,500 650,000 10,000 0
Chairman of the Board and Chief 1998 154,500 443,315 525,000 0
Executive Officer 1997 154,500 298,000 20,000 0
Lawrence Tomchin ................... 1999 154,500 304,000 10,000 0
President and Chief Operating 1998 154,500 207,250 175,000 0
Officer 1997 154,500 139,350 20,000 0
Douglas Bruggeman .................. 1999 113,400 119,050 10,000 200
Vice President -- Finance and 1998 107,200 23,000 25,000 200
Treasurer 1997 98,400 15,400 57,207 200
</TABLE>
- ---------
(1) Amounts in this column represent employer matching contributions on behalf
of the named executive under the Company's Profit Sharing Plan.
EMPLOYMENT AGREEMENTS
Stuart Rose and Lawrence Tomchin have entered into Employment Agreements
with Rex Radio and Television, Inc. The Agreements provide that Mr. Rose and Mr.
Tomchin are each entitled to an annual salary of $154,500, a cash bonus at the
discretion of the Board of Directors, participation in all employee benefit
plans and reimbursement for business expenses. Each Agreement is for a term of
three years commencing January 1, 2000 and is automatically renewed for
additional one-year terms until Mr. Rose's or Mr. Tomchin's resignation, death,
total disability or termination of employment for cause, unless earlier
terminated by either party upon 180 days written notice.
4
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth information concerning individual grants of
stock options made to the named executive officers during the fiscal year ended
January 31, 2000.
<TABLE>
<CAPTION>
POTENTIAL
REALIZABLE VALUE
AT ASSUMED
ANNUAL RATES OF
STOCK PRICE
APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM
---------------------------------------------------- ----------------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS
UNDERLYING GRANTED TO EXERCISE
OPTIONS EMPLOYEES IN PRICE EXPIRATION
NAME GRANTED (#) FISCAL YEAR ($/Sh) DATE 5% ($) 10% ($)
---- ----------- ----------- ------ ---- ------ -------
<S> <C> <C> <C> <C> <C> <C>
Stuart Rose......................... 10,000(1) 5.0 11.50 3/26/09 72,323 183,280
Lawrence Tomchin.................... 10,000(1) 5.0 11.50 3/26/09 72,323 183,280
Douglas Bruggeman................... 10,000(1) 5.0 11.50 3/26/09 72,323 183,280
</TABLE>
- ---------
(1) Nonqualified options granted pursuant to the Company's 1999 Omnibus Stock
Incentive Plan. These options become exercisable in five cumulative
installments of 20% on each anniversary of the date of grant. The date of
grant was March 26, 1999.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
The following table sets forth information concerning each exercise of stock
options during fiscal 1999 by each of the named executive officers and the
fiscal year-end value of unexercised options.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
SHARES OPTIONS AT FISCAL IN-THE-MONEY OPTIONS AT
ACQUIRED YEAR-END (#) FISCAL YEAR-END ($)(1)
ON VALUE --------------------------- ---------------------------
NAME EXERCISE (#) REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ------------ ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Stuart Rose................. 300,000 2,419,500 771,818 545,695 734,967 2,895,148
Lawrence Tomchin............ 219,771 1,835,412 328,497 196,064 293,515 994,365
Douglas Bruggeman........... 10,000 102,813 31,766 50,441 195,426 237,450
</TABLE>
- ---------
(1) Unexercised options were in-the-money if the fair market value of the
underlying shares exceeded the exercise price of the option at January 31,
2000.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors was comprised during
fiscal 1999 of Robert Davidoff and Lee Fisher, both outside directors of the
Company. This Committee establishes policies relating to compensation of
executive officers of the Company and administers the Company's 1995 and 1999
Omnibus Stock Incentive Plans.
5
<PAGE>
EXECUTIVE COMPENSATION POLICIES
The goal of the Company's executive compensation policy is to ensure that an
appropriate relationship exists between executive pay and the creation of
shareholder value, while at the same time motivating and retaining key
employees. To achieve this goal, the Company's executive compensation policies
integrate base salary with annual bonuses based upon corporate and individual
performance, supplemented with long-term equity-based incentive awards.
Base salary is intended to be set at a level below the base salaries paid to
executives of similarly-sized companies within the industry and the peer group.
Salaries for executive officers are reviewed by the Committee on an annual
basis, subject to the terms of any existing employment agreements.
Annual bonuses are intended to comprise a substantial portion of each senior
executive officer's annual cash compensation and are based upon corporate
financial performance. For fiscal 1999, to reflect tax savings realized from the
Company's investments generating income tax credits, the Committee established
the amount of the Company's after-tax earnings as a percentage of net sales (the
'After-Tax Earnings Percentage') as the performance measure for determining
senior executives' bonuses. Annual bonuses for the executive officers other than
senior executives are established by the Chief Executive Officer based on his
assessment of the individual's performance.
Long-term incentive awards are made in the form of annual grants of
incentive stock options and nonqualified stock options pursuant to the Omnibus
Plans. Stock appreciation rights, restricted stock and other stock-based awards
may also be granted under the Plans. The Committee feels that stock options and
other stock-based awards are an effective long-term incentive for executive
officers to create value for shareholders, since their value bears a direct
relationship to the Company's stock price. Stock options are granted at the fair
market value of the underlying shares at the date of grant (unless otherwise
required by applicable law), and generally vest in installments over multiple
years. During fiscal 1999, nonqualified stock options were granted under the
1999 Omnibus Plan to 63 employees, including three executive officers, based
primarily on the individual's contribution to the Company's growth and
profitability.
CEO COMPENSATION
Stuart Rose, the Chairman and Chief Executive Officer of the Company,
received a base salary of $154,500 in fiscal 1999 pursuant to the terms of his
employment agreement.
Mr. Rose earned a cash bonus of $650,000 for fiscal 1999, compared to his
fiscal 1998 cash bonus of $443,315. This increase was based on the fiscal 1999
After-Tax Earnings Percentage of 3.9399% (compared to the fiscal 1998 After-Tax
Earnings Percentage of 2.68675%). In determining Mr. Rose's cash bonus, the
Committee utilized a measure of a $165,000 cash bonus for each After-Tax
Earnings Percentage point.
Mr. Rose was granted 10,000 nonqualified stock options under the 1999
Omnibus Plan in fiscal 1999 at an exercise price of $11.50 per share, which was
the fair market value of the underlying shares on the date of grant. The number
of options granted to Mr. Rose equaled the option grants to each of the other
executive officers under the Plan.
INTERNAL REVENUE CODE SECTION 162(m)
Section 162(m) of the Internal Revenue Code generally disallows a federal
income tax deduction to a public company for compensation paid in excess of
$1 million in any taxable year to the corporation's chief executive officer or
any of its other named executive officers in the proxy statement. Based on
6
<PAGE>
current compensation levels and the present structure of the Company's
compensation programs, the Company believes that the annual compensation paid to
its executive officers will not exceed or otherwise be subject to the deduction
limitation, other than with the possible exception of the nonqualified executive
stock options granted in 1993 and 1998 and the nonqualified stock options
granted under the 1999 Omnibus Plan. Depending upon the number of options
exercised by an executive officer in a particular year and the value of the
underlying shares at that time, exercise of the 1993 or 1998 nonqualified
executive stock options or the nonqualified options granted under the 1999
Omnibus Plan could result in the individual's annual compensation exceeding the
$1 million deduction limitation.
ROBERT DAVIDOFF
LEE FISHER
PERFORMANCE GRAPH
Set forth below is a line graph comparing the yearly percentage change in
the cumulative total shareholder return on the Company's Common Stock against
the cumulative total return of the S&P 500 Stock Index and a peer index
comprised of three selected publicly traded consumer electronics retailers (*)
for the period commencing January 31, 1995 and ended January 31, 2000. The graph
assumes an investment of $100 in the Company's Common Stock and each index on
January 31, 1995 and reinvestment of all dividends.
[PERFORMANCE GRAPH]
<TABLE>
<CAPTION>
January 31,
------------------------------------------
1995 1996 1997 1998 1999 2000
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
REX Stores Corporation 100 79 50 62 77 94
S&P 500 100 139 175 223 295 325
Peer Group 100 64 44 46 48 91
</TABLE>
- ---------
* The peer group is comprised of The Good Guys, Inc., Sound Advice, Inc. and
Ultimate Electronics, Inc.
7
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth, as of April 24, 2000 (the record date for
the Annual Meeting), certain information with respect to the beneficial
ownership of the Company's Common Stock by each director and nominee for
director of the Company, each executive officer of the Company, all directors
and executive officers of the Company as a group and those persons or groups
known by the Company to own more than 5% of the Company's Common Stock.
For purposes of this table, a person is considered to 'beneficially own' any
shares if such person, directly or indirectly, through any contract,
arrangement, understanding, relationship, or otherwise, has (or has the right to
acquire within 60 days after April 24, 2000) sole or shared power (i) to vote or
to direct the voting of such shares or (ii) to dispose or to direct the
disposition of such shares. Unless otherwise indicated, voting power and
investment power are exercised solely by the named person or shared with members
of his household.
<TABLE>
<CAPTION>
COMMON STOCK
BENEFICIALLY OWNED
----------------------
NAME AND ADDRESS NUMBER PERCENT(1)
---------------- ------ ----------
<S> <C> <C>
Stuart Rose(2).............................................. 1,761,505 23.5%
2875 Needmore Road
Dayton, Ohio 45414
Lawrence Tomchin(3) ........................................ 458,751 6.5%
2875 Needmore Road
Dayton, Ohio 45414
Robert Davidoff(4) ......................................... 102,889 1.5%
135 East 57th Street, 27th Floor
New York, New York 10022
Edward Kress(5) ............................................ 60,741 *
1100 Courthouse Plaza S.W.
Dayton, Ohio 45402
Lee Fisher(6) .............................................. 10,785 *
Western Reserve Building
1468 West 9th Street
Cleveland, Ohio 44113
Douglas Bruggeman(7) ....................................... 50,766 *
2875 Needmore Road
Dayton, Ohio 45414
All directors and executive officers as a group
(6 persons)(8)............................................ 2,445,437 30.8%
FMR Corp.(9) .............................................. 643,000 9.6%
82 Devonshire Street
Boston, Massachusetts 02109
Mellon Financial Corporation (10) .......................... 570,094 8.5%
One Mellon Center
Pittsburgh, Pennsylvania 15258
Investment Counselors of Maryland, Inc.(11) ................ 408,000 6.1%
803 Cathedral Street
Baltimore, Maryland 21201-5297
</TABLE>
(table continued on next page)
8
<PAGE>
(table continued from previous page)
<TABLE>
<CAPTION>
COMMON STOCK
BENEFICIALLY OWNED
----------------------
NAME AND ADDRESS NUMBER PERCENT(1)
---------------- ------ ----------
<S> <C> <C>
Dimensional Fund Advisors Inc.(12) ......................... 396,300 5.9%
1299 Ocean Avenue, 11th Floor
Santa Monica, California 90401
Lighthouse Capital Management, Inc.(13) .................... 372,500 5.5%
10000 Memorial Drive, Suite 660
Houston, Texas 77024
Granahan Investment Management, Inc.(14) ................... 360,200 5.4%
275 Wyman Street, Suite 270
Waltham, Massachusetts 02154
</TABLE>
- ---------
* One percent or less.
(1) Percentages are calculated on the basis of the number of shares outstanding
on April 24, 2000 plus the number of shares issuable upon the exercise of
options held by the person or group which are exercisable within 60 days
after April 24, 2000.
(2) Includes (i) 146,084 shares held by the Stuart Rose Family Foundation, an
Ohio nonprofit corporation of which Mr. Rose is the sole member, chief
executive officer and one of three members of the board of trustees, the
other two being members of his immediate family and (ii) 784,011 shares
issuable upon the exercise of options.
(3) Includes 6,047 shares held by Mr. Tomchin's wife and 335,012 shares
issuable upon the exercise of options.
(4) Includes 21,657 shares issuable upon the exercise of options.
(5) Includes 26,960 shares held by Mr. Kress as co-trustee of two trusts with
respect to which Mr. Kress has shared voting and investment power, 2,123
shares held by Mr. Kress as trustee of two trusts for the benefit of his
minor children and 21,657 shares issuable upon the exercise of options.
(6) Includes 10,785 shares issuable upon the exercise of options.
(7) Includes 45,766 shares issuable upon the exercise of options.
(8) Includes 1,218,888 shares issuable upon the exercise of options.
(9) Based on a Schedule 13G filing dated February 14, 2000. Fidelity Management
& Research Company, a wholly-owned subsidiary of FMR Corp. and a registered
investment adviser, is the beneficial owner of 594,600 shares of Common
Stock of the Company as a result of acting as investment adviser to various
registered investment companies. One investment company, Fidelity
Low-Priced Stock Fund, owns 524,000 shares. Edward C. Johnson 3d (Chairman
of FMR Corp.), FMR Corp., through its control of Fidelity Management &
Research Company, and the funds each has sole power to dispose of the
594,600 shares owned by the funds, while the sole power to vote or direct
the voting of the shares owned directly by the Fidelity funds resides
solely with the funds' boards of trustees. Fidelity Management Trust
Company, a wholly-owned subsidiary of FMR Corp. and a bank, is the
beneficial owner of 48,400 shares of Common Stock of the Company as a
result of serving as investment manager of the institutional account(s).
Edward C. Johnson 3d and FMR Corp., through its control of Fidelity
Management Trust Company, each has sole power to dispose and to vote or
direct the voting of the 48,400 shares owned by the institutional
account(s).
(footnotes continued on next page)
9
<PAGE>
(footnotes continued from previous page)
(10) Based on a Schedule 13G filing dated January 25, 2000. Mellon Financial
Corporation, through its direct and indirect subsidiaries Mellon Bank,
N.A., a bank and parent holding company of The Dreyfus Corporation, and
Founders Asset Management LLC, a registered investment adviser, has sole
power to vote and dispose of 567,590 shares and shared power to vote and
dispose of 2,504 shares.
(11) Based on a Schedule 13G filing dated February 9, 2000. All shares of Common
Stock are owned by various investment advisory clients of Investment
Counselors of Maryland, Inc., which is deemed to be a beneficial owner of
those shares due to its discretionary power to make investment decisions
over such shares for its clients and its ability to vote such shares.
Investment Counselors of Maryland, Inc. has sole power to vote and dispose
of 408,000 shares.
(12) Based on a Schedule 13G filing dated February 11, 2000. Dimensional Fund
Advisors Inc., a registered investment adviser, furnishes investment advice
to four registered investment companies and serves as investment manager to
certain other commingled group trusts and separate accounts. Dimensional
Fund Advisors Inc. has sole power to vote and dispose of 396,300 shares
owned by these funds. Dimensional Fund Advisors Inc. disclaims beneficial
ownership of all such shares.
(13) Based on a Schedule 13G filing dated February 12, 1999. Lighthouse Capital
Management, Inc. has sole power to vote and dispose of 372,500 shares. Paul
G. Horton and Kevin P. Duffy disclaim beneficial ownership of all such
shares except for the pro rata interest in certain shares held by
Lighthouse Capital Management, Inc. of which each is a shareholder.
(14) Based on a Schedule 13G filing dated February 1, 1999. Granahan Investment
Management, Inc. has sole power to vote 7,500 shares and sole power to
dispose of 360,200 shares.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers to file reports of ownership and changes of
ownership of the Company's Common Stock with the Securities and Exchange
Commission. The Company believes that during fiscal 1999 all filing requirements
applicable to its directors and executive officers were met.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Rex Radio and Television, Inc. leases 10,000 square feet for a store in a
strip shopping center in Beavercreek, Ohio, from Stuart Rose/Beavercreek, Inc.
The shareholders of Stuart Rose/Beavercreek, Inc. are Stuart Rose and Lawrence
Tomchin. The lease term is 10 years plus four additional five year renewal
options. Base rent is $82,500 per year during the primary term and increases
each renewal term. In consideration of the lease, the Company licensed the REX
trade name to Stuart Rose/Beavercreek, Inc. to name the shopping center 'Rex
Centre.' The transaction was authorized by the Company's outside directors.
During fiscal 1999, the Company paid the law firm of Chernesky, Heyman &
Kress P.L.L., of which Edward Kress is a partner, a total of $493,160 for legal
services.
INDEPENDENT PUBLIC ACCOUNTANTS
Arthur Andersen LLP served as the Company's independent public accountants
for the fiscal year ended January 31, 2000, and has served in that capacity
since the Company's incorporation in 1984. It is
10
<PAGE>
anticipated that representatives of Arthur Andersen LLP will be present at the
Annual Meeting to respond to appropriate questions from shareholders and to make
a statement if they desire to do so.
The Board of Directors of the Company annually appoints the independent
public accountants for the Company after receiving the recommendations of its
Audit Committee. No recommendation of the Audit Committee has been made
concerning the appointment of independent public accountants for the fiscal year
ending January 31, 2001.
OTHER BUSINESS
SOLICITATION OF PROXIES
The Company will bear the entire expense of this proxy solicitation.
Arrangements will be made with brokers and other custodians, nominees and
fiduciaries to send proxy solicitation materials to their principals and the
Company will, upon request, reimburse them for their reasonable expenses in so
doing. Officers and other regular employees of the Company may solicit proxies
by mail, in person or by telephone.
OTHER MATTERS
The Board of Directors does not know of any matters to be presented at the
Annual Meeting other than those mentioned above. However, if other matters
should properly come before the Annual Meeting or any adjournments thereof, the
proxy holders will vote the proxies thereon in their discretion.
SHAREHOLDER PROPOSALS
Proposals by shareholders intended to be presented at the Company's 2001
Annual Meeting of Shareholders must, in accordance with applicable regulations
of the Securities and Exchange Commission, be received by the Secretary of the
Company at 2875 Needmore Road, Dayton, Ohio 45414 on or before January 3, 2001
in order to be considered for inclusion in the Company's proxy materials for
that meeting. Shareholder proposals intended to be submitted at the 2001 Annual
Meeting outside the processes of Rule 14a-8 will be considered untimely under
Rule 14a-4(c)(1) if not received by the Company at its corporate offices on or
before March 19, 2001. If the Company does not receive timely notice of such
proposal, the proxy holders will vote on the proposal, if presented at the
meeting, in their discretion.
By Order of the Board of Directors
EDWARD M. KRESS
----------------------------
EDWARD M. KRESS
Secretary
May 3, 2000
Dayton, Ohio
11
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APPENDIX 1
PROXY CARD
PROXY
REX STORES CORPORATION
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
JUNE 5, 2000
The undersigned hereby appoints Stuart Rose and Lawrence Tomchin and each of
them proxies for the undersigned, with full power of substitution, to vote all
the shares of Common Stock of REX STORES CORPORATION, a Delaware corporation
(the "Company"), which the undersigned is entitled to vote at the Annual
Meeting of Shareholders of the Company to be held on Monday, June 5, 2000, at
2:00 p.m. and any adjournments thereof.
(CONTINUED, AND TO BE SIGNED, ON THE OTHER SIDE)
<PAGE>
PLEASE DATE, SIGN AND MAIL YOUR
PROXY CARD BACK AS SOON AS POSSIBLE!
ANNUAL MEETING OF SHAREHOLDERS
REX STORES CORPORATION
JUNE 5, 2000
Please Detach and Mail in the Envelope Provided
A [X] PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE.
<TABLE>
<CAPTION>
WITHHOLD
FOR ALL AUTHORITY
nominees listed to vote for all nominees
at right listed at right
<S> <C> <C> <C>
1. ELECTION OF [ ] [ ] NOMINEES: Stuart Rose
DIRECTORS Lawrence Tomchin
Robert Davidoff
Edward Kress
Lee Fisher
</TABLE>
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY
INDIVIDUAL NOMINEE, STRIKE A LINE THROUGH THE NOMINEE'S
NAME AT RIGHT.)
2. IN THEIR DISCRETION the proxies are authorized to vote upon such
other business as may properly come before the Meeting.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS AND WILL BE
VOTED AS DIRECTED HEREIN. IF NO DIRECTION IS GIVEN, THIS PROXY SHALL BE
VOTED FOR PROPOSAL 1.
<TABLE>
<S> <C> <C>
(Signatures) ____________________________________ _______________________________ Dated: ____________________, 2000
NOTE: Shareholders should date this proxy and sign here exactly as the name(s) hereon. If stock is held jointly, both should
sign this proxy. Executors, administrators, trustees, guardians, and others signing in a fiduciary capacity should
indicate their full title in such capacity.
</TABLE>
STATEMENT OF DIFFERENCES
------------------------
The section symbol shall be expressed as.................................. 'SS'
