REX AMERICAN RESOURCES Corp — Major Shareholding Notification 2004

Sep 17, 2004

SC 13G/A 1 a04-10646_7sc13ga.htm SC 13G/A

UNITED STATES	OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION	OMB Number: 3235-0145
Washington, D.C. 20549	Expires: December 31, 2005
SCHEDULE 13G	Estimated average burden
hours per response. . 11

*Under the Securities Exchange Act of 1934 (Amendment No. 9)**

*Rex Stores Corp.*

(Name of Issuer)

*Common*

(Title of Class of Securities)

*761624105*

(CUSIP Number)

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

| o | Rule
13d-1(b) |
| --- | --- |
| o | Rule
13d-1(c) |
| o | Rule
13d-1(d) |

Check the following box if a fee is being paid with this statement o . (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7).

*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).

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| CUSIP No. 761624105 — 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only) PRIMECAP Management Company 95-3868081 | |
| --- | --- | --- |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| | (a) | o |
| | (b) | o |
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of Organization 225 South Lake Avenue #400, Pasadena, CA 91101 | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power -0- |
| | 6. | Shared Voting Power -0- |
| | 7. | Sole Dispositive Power 665,000 |
| | 8. | Shared
Dispositive Power -0- |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 665,000 | |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) o | |
| 11. | Percent of Class Represented by Amount in Row (9) 5.87% | |
| 12. | Type of Reporting Person (See Instructions) IA | |

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| Item 1. | (a) | Name
of Issuer | |
| --- | --- | --- | --- |
| | (b) | Address
of Issuer’s Principal Executive Offices | |
| Item 2. | | | |
| | (a) | Name
of Person Filing | |
| | (b) | Address
of Principal Business Office or, if none, Residence | |
| | (c) | Citizenship | |
| | (d) | Title
of Class of Securities | |
| | (e) | CUSIP
Number | |
| 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) | o | An
investment adviser 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 associations 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). |

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Item 4.	Ownership
Provide
the following information regarding the aggregate number and percentage of
the class of securities of the issuer identified in Item 1.
	(a)	Amount
beneficially owned:
	(b)	Percent
of class:
	(c)	Number
of shares as to which the person has:
		(i)	Sole
power to vote or to direct the vote
		(ii)	Shared
power to vote or to direct the vote
		(iii)	Sole
power to dispose or to direct the disposition of
		(iv)	Shared
power to dispose or to direct the disposition of
INSTRUCTION: For
computations regarding securities which represent a right to acquire an
underlying security see Rule 13d-3(d)(1)
Item 5.	Ownership
of Five Percent or Less of a Class
If
this statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following o .
Item 6.	Ownership
of More than Five Percent on Behalf of Another Person
If
any other person is known to have the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, such
securities, a statement to the effect should be included in response to this
item and, if such interest relates to more than five percent of the class,
such person should be identified. A
listing of the shareholders of an investment company registered under the
Investment Company Act of 1940 or the beneficiaries of employee benefit plan,
pension fund or endowment fund is not required.
Item 7.	Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company or Control Person
If
a parent holding company has filed this schedule, pursuant to Rule
13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating
the identity and Item 3 classification of the relevant subsidiary. If a parent holding company has filed this
schedule pursuant to Rule 13d-1(c), attach an exhibit stating the
identification of the relevant subsidiary.
Item 8.	Identification
and Classification of Members of the Group
If
a group has filed this schedule pursuant to Rule13d-1(b)(ii)(H), so indicate
under Item 3(h) and attach an exhibit stating the identity and Item 3
classification of each member of the group. If a group has filed this
schedule pursuant to Rule 13d-1(c), attach an exhibit stating the identity of
each member of the group.
Item 9.	Notice of
Dissolution of Group
Notice
of dissolution of a group may be furnished as an exhibit stating the date of
the dissolution and that all further filings with respect to transactions in
the security reported on will be filed, if required, by members of the group,
in their individual capacity, See item 5.
Item 10.	Certification
The
following certification shall be included if the statement is filed pursuant
to section 240.13d-1(b);
By
signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired in the ordinary course of business
and were not acquired for the purpose of and do have the effect of changing
or influencing the control of the issuer of such securities and were not
acquired in connection with or as a participant in any transaction having
such purposes or effect.

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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.

August 31, 2004
Date
/s/ THEO A. KOLOKOTRONES
Signature
Theo A. Kolokotrones, President
Name/Title

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