SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
13d-2(a)
Amendment No. 5
Rent-A-Center, Inc.
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
--------------------------------------------------------------------------------
(Title of Class of Securities)
76009N 10 0
--------------------------------------------------------------------------------
(CUSIP Number)
John F. Hartigan, Esq.
Morgan, Lewis & Bockius LLP
300 S. Grand Avenue
Los Angeles, CA 90071
(213) 612-2500
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 5, 2002
--------------------------------------------------------------------------------
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box. [_]
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7 for other
parties to whom copies are to be sent.
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 disclosures provided in a prior cover page.
The information required on 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 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).
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION OF ABOVE PERSON
Apollo Investment Fund IV, L.P.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
6,645,404
NUMBER OF ---------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED
BY EACH ---------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERESON WITH
6,645,404
----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,645,404 shares of Common Stock
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
[X]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.9%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
--------------------------------------------------------------------------------
CUSIP No. 76 009N 10 0 13D Page 2 of 7
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION OF ABOVE PERSON
Apollo Overseas Partners IV, L.P.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
356,571
NUMBER OF ---------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED
BY EACH ---------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERESON WITH
356,571
----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
356,571 shares of Common Stock
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
[X]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.0%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
--------------------------------------------------------------------------------
CUSIP No. 76 009N 10 0 13D Page 3 of 7
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION OF ABOVE PERSON
Apollo Advisors IV, L.P.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
7,001,975
NUMBER OF ---------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED
BY EACH ---------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERESON WITH
7,001,975
----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,001,975 shares of Common Stock
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
[X]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.9%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
--------------------------------------------------------------------------------
CUSIP No. 76 009N 10 0 13D Page 4 of 7
--------------------------------------------------------------------------------
This Amendment No. 5 to Schedule 13D supplements and amends the following
items of the Statement on Schedule 13D of Apollo Investment Fund IV, L.P.,
Apollo Overseas Partners IV, L.P. and Apollo Advisors IV, L.P. (the "Reporting
Persons") originally filed on August 17, 1998, Amendment No. 1 filed on August
27, 1998, Amendment No. 2 filed on October 8, 2001, Amendment No. 3 filed on May
14, 2002 and Amendment No. 4 filed on June 3, 2002 with respect to the shares of
common stock, par value $.01 per share (the "Common Stock"), of Rent-A-Center,
Inc. ("Rent-A-Center" or the "Issuer").
Responses to each item of this Schedule, as applicable, are incorporated by
reference into the response to each other item.
Item 1. Security and Issuer
Item 2. Identity and Background
Item 3. Source and Amount of Funds or Other Consideration
Item 4. Purpose of Transaction
Item 5. Interest in Securities of the Issuer
Item 5 is hereby amended by deleting it in its entirety and substituting
the following therefor:
On August 5, 2002, AIFIV and Overseas IV converted all but two shares of
the Series A Preferred Stock beneficially owned by the Reporting Persons into
7,001,859 shares of Common Stock of the Issuer.
Following the conversion, the Reporting Persons beneficially own two shares
of Series A Preferred Stock. Each share of Series A Preferred Stock is
convertible into approximately 36.27 shares of Common Stock for an aggregate of
72 shares of Common Stock. Assuming the conversion of all of the shares of
Series A Preferred Stock beneficially owned by the Reporting Persons as of the
date hereof, the Reporting Persons would beneficially own an aggregate of
7,001,975 shares of Common Stock, which would represent approximately 19.9% of
the outstanding Common Stock of the Issuer. Beneficial ownership of such shares
was acquired as described in Item 3 and Item 4.
Upon the conversion of the Reporting Persons' shares of Series A Preferred
Stock, Bear Stearns MB 1998-1999 Pre-Fund, LLC, as successor in interest of RC
Acquisition Corp. ("Bear Stearns") converted all of its shares of Series A
Preferred Stock into shares of Common Stock pursuant to an agreement entered
into among AIFIV, Overseas IV, Bear Stearns and the Issuer. Upon such
conversion, the agreement terminated in accordance with its terms, terminating
any shared voting and dispositive power thereunder of the Reporting Persons with
respect to shares of the Series A Preferred Stock held by Bear Stearns.
(a) See the information contained on the cover pages to this Amendment
No. 5 to Schedule 13D which is incorporated herein by reference.
(b) There have been no reportable transactions with respect to the
Common Stock of the Issuer within the last 60 days by the Reporting
Persons, except as described in this Amendment No. 5 to Schedule 13D.
Page 5 of 7
(c) Not applicable.
(d) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
Item 6 is hereby amended and supplemented as follows:
On August 5, 2002, AIFIV and Overseas IV (collectively, "Apollo"), the
Issuer, Mark E. Speese and certain other persons entered into the Second Amended
and Restated Stockholders Agreement of Rent-A-Center, Inc. (the "Agreement").
The Agreement amends and restates the Amended and Restated Stockholders
Agreement among these parties and others dated as of October 8, 2001, which was
filed as an exhibit to Amendment No. 2 to this Schedule filed on October 8,
2001.
The Agreement is filed as an exhibit to this Schedule and is incorporated
into this Item 6 by reference. Pursuant to the terms of the Agreement, Speese,
his spouse and five trusts (collectively, the "Speese Group"), who in the
aggregate beneficially own 1,176,832 shares of Common Stock subject to the terms
of the Agreement (the "Speese Shares"), agree that they will not, other than as
specifically permitted in the Agreement, (i) transfer more than 50% of the
Speese Shares during the one-year period commencing on August 5, 2002; or (ii)
transfer any of the Speese Shares if such transfer would trigger a default or
change-of-control provision under any debt instrument of the Issuer.
Apollo has the right under the Agreement to nominate up to three members of
the Issuer's Board of Directors. The Speese Group agrees that during the term of
the Agreement they will vote all of the shares owned by them in favor of the
Apollo nominees at any stockholders' meeting held for the purpose of filling
positions on the Board of Directors and in any written consent executed in lieu
of such a meeting, and take any other actions necessary to assure that the
Apollo nominees are elected to the Board of Directors. The Issuer and the Speese
Group further agree to call a special meeting of stockholders and to vote all of
the shares owned by them, as applicable, for the purposes of removing an Apollo
nominee from the Board of Directors if Apollo requests the director's removal
for any reason.
If Apollo and its permitted transferees, as that term is defined in the
Agreement, cease to hold at least an aggregate of 4,474,673 shares of the
Issuer's Common Stock and Series A Preferred Stock (counted for these purposes
on an as-converted basis), Apollo shall be entitled to nominate only two
directors. If Apollo and its permitted transferees cease to hold at least an
aggregate of 2,982,817 shares of the Issuer's Common Stock and Series A
Preferred Stock (counted for these purposes on an as-converted basis), it shall
be entitled to nominate only one director. If Apollo and its permitted
transferees cease to hold at least an aggregate of 894,934 shares of the
Issuer's Common Stock and Series A Preferred Stock (counted for these purposes
on an as-converted basis), it shall not be entitled to nominate any directors.
Apollo has the right to have one of its directors serve on any committee of the
Issuer's Board of Directors.
As long as Apollo owns an aggregate of at least 2,982,817 shares of the
Issuer's Common Stock and Series A Preferred Stock (counted for these purposes
on an as-converted basis), the Issuer cannot take certain actions without the
affirmative vote of the Apollo directors, including: increasing the number of
authorized shares of Preferred Stock or issuing Preferred Stock to anyone other
than the existing holders; issuing any new class or equity securities; amending
or repealing the terms of the Series A Preferred Stock; amending or repealing
its charter documents in a manner that would negatively impact the holders of
the Series A Preferred Stock; purchasing, redeeming, or paying a dividend on any
shares of Common Stock or other stock junior to the Series A Preferred Stock;
increasing the number of its directors to more than eight; entering into any
transaction greater than $5 million with an affiliate; liquidating or
dissolving; or selling all or
Page 6 of 7
substantially all of its assets or merging into another entity unless in a cash
transaction taking place after August 5, 2002 and resulting in an internal rate
of return for Apollo, compounded quarterly, of 30% or greater. As long as any
shares of Series A Preferred Stock are outstanding, the Issuer may not issue any
debt securities with a value greater than $10 million without the majority
affirmative vote of the finance committee of the Board of Directors, and with
certain exceptions may not issue any equity securities with a value greater than
$10 million without the unanimous affirmative vote of the finance committee.
The Agreement terminates upon the mutual agreement of the parties, with
respect to any party at such time as that party ceases to own any shares of
Common Stock or Preferred Stock of the Issuer, and otherwise terminates on
August 5, 2009, or at such time as less than 1,737,104 of the shares of the
Common Stock or Preferred Stock (counted for these purposes on an as-converted
basis) of the Issuer are subject to the Agreement.
The Reporting Persons disclaim membership in any group resulting from the
terms of the Agreement as described herein and disclaim the beneficial ownership
of any shares owned by the Speese Group.
Apollo and the Issuer also entered into the Second Amendment to
Registration Rights Agreement on August 5, 2002, pursuant to which Apollo was
granted an additional demand registration right with the same terms as
applicable to such rights that were granted pursuant to the Registration Rights
Agreement dated August 5, 1998, as amended, which was filed as Exhibit 10.22 to
the Issuer's report on Form 10-Q for the quarterly period ended June 30, 1998.
Item 7. Material to Be Filed as Exhibits
Exhibit 1: Second Amended and Restated Stockholders Agreement of
Rent-A-Center, Inc. dated as of August 5, 2002 by and among
Apollo Investment Fund IV, L.P., Apollo Overseas Partners IV,
L.P., Mark E. Speese, Rent-A-Center, Inc. and certain other
persons named therein.
Exhibit 2: Second Amendment to Registration Rights Agreement dated August 5,
1998 by and among Apollo Investment Fund IV, L.P., Apollo
Overseas Partners IV, L.P. and Rent-A-Center, Inc.
Page 7 of 7
SIGNATURES
After reasonable inquiry and to the best knowledge and belief of each of
the undersigned, each of the undersigned certifies that the information set
forth in this statement with respect to such person is true, complete and
correct.
Date: August 5, 2002 APOLLO INVESTMENT FUND IV, L.P.
By: APOLLO ADVISORS IV, L.P.
Its General Partner
By: APOLLO CAPITAL MANAGEMENT IV, INC.
Its General Partner
By: /s/ Michael D. Weiner
------------------------------
Michael D. Weiner
Vice President
Date: August 5, 2002 APOLLO OVERSEAS PARTNERS IV, L.P.
By: APOLLO ADVISORS IV, L.P.
Its Managing General Partner
By: APOLLO CAPITAL MANAGEMENT IV, INC.
Its General Partner
By: /s/ Michael D. Weiner
------------------------------
Michael D. Weiner
Vice President
Date: August 5, 2002 APOLLO ADVISORS IV, L.P.
By: APOLLO CAPITAL MANAGEMENT IV, INC.
Its General Partner
By: /s/ Michael D. Weiner
----------------------------------
Michael D. Weiner
Vice President