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): April 30, 2007
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 (see General Instruction A.2. below):
[_] 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 2.01 Completion of Acquisition or Disposition of Assets
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement
On April 30, 2007, REX Stores Corporation (the "Company"), through its
wholly-owned subsidiaries Rex Radio and Television, Inc., Kelly & Cohen
Appliances, Inc. and Stereo Town, Inc. (the "Sellers"), completed the sale of 86
of its current and former store locations to Coventry Real Estate Investments,
LLC (the "Purchaser") for $74.5 million in cash, before selling expenses.
Concurrently with the closing of the sale, the Sellers entered into leases to
leaseback 40 of the properties from the Purchaser for initial lease terms
expiring January 31, 2010, with renewal options for up to 15 additional years.
Either party may terminate a lease after the initial six months of the initial
lease term on 28 of the sites.
The Company previously reported that it had agreed to sell 94 of its
current and former store locations to the Purchaser. Pursuant to the terms of
the purchase and sale agreement, seven properties were not included in the sale.
The parties have until May 21, 2007 to close on the sale of one additional
property for approximately $1.3 million.
The Company paid off $16.1 million in mortgage debt and prepayment
penalties related to the properties sold and plans to use the balance of the
sale proceeds to fund its alternative energy projects and for other general
corporate purposes. Future minimum annual rentals on the properties leased back
are estimated at $3.0 million, $4.1 million and $4.4 million for the fiscal
years January 31, 2008, 2009 and 2010, respectively, subject to earlier
termination of individual leases.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
10(a) Purchase and Sale Agreement dated February 9, 2007 among Rex
Radio and Television, Inc., Kelly & Cohen Appliances, Inc.,
Stereo Town, Inc., REX Stores Corporation and Coventry Real
Estate Investments, LLC (incorporated by reference to Exhibit
10(o) to Form 10-K for fiscal year ended January 31, 2007, File
No. 001-09097)
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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: May 1, 2007 By: /s/ DOUGLAS L. BRUGGEMAN
------------------------
Name: Douglas L. Bruggeman
Title: Vice President-Finance,
Chief Financial Officer
and Treasurer
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