0001019056-14-000892.txt : 20140702 0001019056-14-000892.hdr.sgml : 20140702 20140702172749 ACCESSION NUMBER: 0001019056-14-000892 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20140702 DATE AS OF CHANGE: 20140702 GROUP MEMBERS: DAVID A. HURWITZ GROUP MEMBERS: JOHN T. BIRD GROUP MEMBERS: NEIL H. KOFFLER GROUP MEMBERS: PETER M. COLLERY GROUP MEMBERS: SC FUNDAMENTAL LLC GROUP MEMBERS: SC FUNDAMENTAL VALUE FUND, L.P SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Texas Rare Earth Resources Corp. CENTRAL INDEX KEY: 0001445942 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 870294969 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-86282 FILM NUMBER: 14957802 BUSINESS ADDRESS: STREET 1: 539 EL PASO STREET CITY: SIERRA BLANCA STATE: TX ZIP: 79851 BUSINESS PHONE: 303-597-8737 MAIL ADDRESS: STREET 1: 539 EL PASO STREET CITY: SIERRA BLANCA STATE: TX ZIP: 79851 FORMER COMPANY: FORMER CONFORMED NAME: Standard Silver Corp. DATE OF NAME CHANGE: 20080924 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SC Fundamental Value Fund, L.P. CENTRAL INDEX KEY: 0001322318 IRS NUMBER: 133563962 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: C/O SC FUNDAMENTAL LLC STREET 2: 747 THIRD AVENUE, 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-888-9100 MAIL ADDRESS: STREET 1: C/O SC FUNDAMENTAL LLC STREET 2: 747 THIRD AVENUE, 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 SC 13G 1 texas_13g.htm SCHEDULE 13G

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

Texas Rare Earth Resources Corp.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

882672108

(CUSIP Number)

June 30, 2014

(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)
x	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).

Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

SEC 1745 (12-02)

CUSIP No. 882672108

13G

Page 2 of 11 Pages


1.	names of reporting persons i.r.s. identification no. of above persons (entities only) SC Fundamental Value Fund, L.P.

2.	check the appropriate box if a group*			(a) x (b) o
3.	sec use only


4.	citizenship or place of organization Delaware
number of shares		5.	sole voting power	0
beneficially owned by		6.	shared voting power	2,101,187
each reporting		7.	sole dispositive power	0
person with:		8.	shared dispositive power	2,101,187
9.	aggregate amount beneficially owned by each reporting person			2,101,187
10.	check box if the aggregate amount in row (9) excludes certain shares (See Instructions)			o
11.	percent of class represented by amount in row (9)			5.67%
12.	type of reporting person (See Instructions)			PN

CUSIP No. 882672108

13G

Page 3 of 11 Pages


1.	names of reporting persons i.r.s. identification no. of above persons (entities only) SC Fundamental LLC

2.	check the appropriate box if a group*			(a) x (b) o
3.	sec use only


4.	citizenship or place of organization New York
number of shares		5.	sole voting power	0
beneficially owned by		6.	shared voting power	2,101,187
each reporting		7.	sole dispositive power	0
person with:		8.	shared dispositive power	2,101,187
9.	aggregate amount beneficially owned by each reporting person			2,101,187
10.	check box if the aggregate amount in row (9) excludes certain shares (See Instructions)			o
11.	percent of class represented by amount in row (9)			5.67%
12.	type of reporting person (See Instructions)			OO

CUSIP No. 882672108

13G

Page 4 of 11 Pages


1.	names of reporting persons i.r.s. identification no. of above persons (entities only) Peter M. Collery

2.	check the appropriate box if a group*			(a) x (b) o
3.	sec use only


4.	citizenship or place of organization United States of America
number of shares		5.	sole voting power	0
beneficially owned by		6.	shared voting power	2,101,187
each reporting		7.	sole dispositive power	0
person with:		8.	shared dispositive power	2,101,187
9.	aggregate amount beneficially owned by each reporting person			2,101,187
10.	check box if the aggregate amount in row (9) excludes certain shares (See Instructions)			o
11.	percent of class represented by amount in row (9)			5.67%
12.	type of reporting person (See Instructions)			IN

CUSIP No. 882672108

13G

Page 5 of 11 Pages


1.	names of reporting persons i.r.s. identification no. of above persons (entities only) Neil H. Koffler

2.	check the appropriate box if a group*			(a) x (b) o
3.	sec use only


4.	citizenship or place of organization United States of America
number of shares		5.	sole voting power	0
beneficially owned by		6.	shared voting power	2,101,187
each reporting		7.	sole dispositive power	0
person with:		8.	shared dispositive power	2,101,187
9.	aggregate amount beneficially owned by each reporting person			2,101,187
10.	check box if the aggregate amount in row (9) excludes certain shares (See Instructions)			o
11.	percent of class represented by amount in row (9)			5.67%
12.	type of reporting person (See Instructions)			IN

CUSIP No. 882672108

13G

Page 6 of 11 Pages


1.	names of reporting persons i.r.s. identification no. of above persons (entities only) John T. Bird

2.	check the appropriate box if a group*			(a) x (b) o
3.	sec use only


4.	citizenship or place of organization United States of America
number of shares		5.	sole voting power	0
beneficially owned by		6.	shared voting power	2,101,187
each reporting		7.	sole dispositive power	0
person with:		8.	shared dispositive power	2,101,187
9.	aggregate amount beneficially owned by each reporting person			2,101,187
10.	check box if the aggregate amount in row (9) excludes certain shares (See Instructions)			o
11.	percent of class represented by amount in row (9)			5.67%
12.	type of reporting person (See Instructions)			IN

CUSIP No. 882672108

13G

Page 7 of 11 Pages


1.	names of reporting persons i.r.s. identification no. of above persons (entities only) David A. Hurwitz

2.	check the appropriate box if a group*			(a) x (b) o
3.	sec use only


4.	citizenship or place of organization United States of America
number of shares		5.	sole voting power	0
beneficially owned by		6.	shared voting power	2,101,187
each reporting		7.	sole dispositive power	0
person with:		8.	shared dispositive power	2,101,187
9.	aggregate amount beneficially owned by each reporting person			2,101,187
10.	check box if the aggregate amount in row (9) excludes certain shares (See Instructions)			o
11.	percent of class represented by amount in row (9)			5.67%
12.	type of reporting person (See Instructions)			IN

CUSIP No. 882672108

13G

Page 8 of 11 Pages

Item 1.

(a) Name of Issuer:

Texas Rare Earth Resources Corp.

(b) Address of Issuer’s Principal Executive Offices:

539 West El Paso Street

Sierra Blanca, Texas 79851

Item 2.

(a) Name of Person Filing:

This Schedule 13G (the “Schedule”) is being filed with respect to shares of Common Stock (as defined below) of Texas Rare Earth Resources Corp. (the “Issuer”) which are or were beneficially owned by the following reporting persons:

(i) SC Fundamental Value Fund, L.P.

(ii) SC Fundamental LLC

(iii) Peter M. Collery

(iv) Neil H. Koffler

(v) John T. Bird and

(vi) David A. Hurwitz (together, the “Reporting Persons”)

(b) Address of Principal Business Office or, if none, Residence:

The principal business office of each of SC Fundamental Value Fund, L.P., SC Fundamental LLC, Peter M. Collery, Neil H. Koffler, John T. Bird and David A. Hurwitz is: 747 Third Avenue, 27^th Floor

New York, New York 10017

(c), (d) and (e):

For information with respect to citizenship or place of organization of each of the Reporting Persons, title of class of securities and CUSIP number for the shares held by such persons, see the appropriate cover page above.

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).

CUSIP No. 882672108

13G

Page 9 of 11 Pages

Item 4.

Ownership.

(a)-(c) The response of each of the Reporting Persons to Items 5 through 12 of each of their respective Cover Sheets which relate to the beneficial and percentage ownership of the Common Stock of the Issuer is incorporated herein by reference to the appropriate Cover Sheets above. The percentage ownership of the Reporting Persons is based on the 37,036,916 outstanding shares of Common Stock of the Issuer, as disclosed on the Issuer’s Form 10-Q filed with the SEC on April 14, 2014.

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.

Not applicable.

Item 7.

Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not applicable.

Item 8.

Identification and Classification of Members of the Group.

See Exhibit No. 2 hereto.

Item 9.

Notice of Dissolution of Group.

Not applicable.

Item 10.

Certification.

(a)

The following certification shall be included if the statement is filed pursuant to §240.13d-1(c):

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are 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.

CUSIP No. 882672108

13G

Page 10 of 11 Pages

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.

Dated: July 2, 2014

	SC FUNDAMENTAL VALUE FUND, L.P.
	By: SC Fundamental LLC, its General Partner

	By:	/s/ Neil H. Koffler
	Name:	Neil H. Koffler
	Title:	Member

	SC FUNDAMENTAL LLC

	By:	/s/ Neil H. Koffler
	Name:	Neil H. Koffler
	Title:	Member

	/s/ Neil H. Koffler
	Neil H. Koffler as Attorney-in-Fact for
	Peter M. Collery (1)

	/s/ Neil H. Koffler
	Neil H. Koffler

	/s/ Neil Koffler
	Neil H. Koffler as Attorney-in-Fact for
	John T. Bird (2)

	/s/ Neil Koffler
	Neil H. Koffler as Attorney-in-Fact for
	David A. Hurwitz (3)

(1)	Executed by Neil H. Koffler as Attorney-in-Fact for Peter M. Collery. The Power of Attorney for Mr. Collery is attached as Exhibit 3 to the Statement on Schedule 13G with respect to the Common Stock of Trans World Corporation, filed on January 24, 2013, and is incorporated herein by reference.

(2)	Executed by Neil H. Koffler as Attorney-in-Fact for John T. Bird. The Power of Attorney for Mr. Bird is attached as Exhibit 3 to the Statement on Schedule 13G with respect to the Common Stock of First Financial Northwest Inc., filed on September 14, 2011, and is incorporated herein by reference.

(3)	Executed by Neil H. Koffler as Attorney-in-Fact for David A. Hurwitz. The Power of Attorney for Mr. Hurwitz is attached as Exhibit 4 to the Statement on Schedule 13G with respect to the Common Stock of First Financial Northwest Inc., filed on September 14, 2011, and is incorporated herein by reference.

CUSIP No. 882672108

13G

Page 11 of 11 Pages

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties for whom copies are to be sent.

Attention:

Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)

EX-1 2 ex_1.htm EXHIBIT1

EXHIBIT 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of this Schedule 13G/A (including amendments thereto) with respect to the Common Stock of Anchor Bancorp and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filing. In evidence thereof, the undersigned, hereby execute this Agreement this July 2, 2014.

	SC FUNDAMENTAL VALUE FUND, L.P.
	By: SC Fundamental LLC, its General Partner

	By:	/s/ Neil H. Koffler
	Name:	Neil H. Koffler
	Title:	Member

	SC FUNDAMENTAL LLC

	By:	/s/ Neil H. Koffler
	Name:	Neil H. Koffler
	Title:	Member

	/s/ Neil H. Koffler
	Neil H. Koffler as Attorney-in-Fact for
	Peter M. Collery (1)

	/s/ Neil H. Koffler
	Neil H. Koffler

	/s/ Neil Koffler
	Neil H. Koffler as Attorney-in-Fact for
	John T. Bird (2)

	/s/ Neil Koffler
	Neil H. Koffler as Attorney-in-Fact for
	David A. Hurwitz (3)

(1)	Executed by Neil H. Koffler as Attorney-in-Fact for Peter M. Collery. The Power of Attorney for Mr. Collery is attached as Exhibit 3 to the Statement on Schedule 13G with respect to the Common Stock of Trans World Corporation, filed on January 24, 2013, and is incorporated herein by reference.

(2)	Executed by Neil H. Koffler as Attorney-in-Fact for John T. Bird. The Power of Attorney for Mr. Bird is attached as Exhibit 3 to the Statement on Schedule 13G with respect to the Common Stock of First Financial Northwest Inc., filed on September 14, 2011, and is incorporated herein by reference.

(3)	Executed by Neil H. Koffler as Attorney-in-Fact for David A. Hurwitz. The Power of Attorney for Mr. Hurwitz is attached as Exhibit 4 to the Statement on Schedule 13G with respect to the Common Stock of First Financial Northwest Inc., filed on September 14, 2011, and is incorporated herein by reference.

EX-2 3 ex_2.htm EXHIBIT 2

EXHIBIT 2

IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

SC Fundamental Value Fund, L.P

SC Fundamental LLC

Peter M. Collery

Neil H. Koffler

John T. Bird

David A. Hurwitz