SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- SCHEDULE TO/A (RULE 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 8) RENT-A-CENTER, INC. (Name of Subject Company (Issuer)) RENT-A-CENTER, INC. (ISSUER) (Names of Filing Persons (Identifying Status as Offeror, Issuer or Other Person)) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 76009N 10 0 (CUSIP Number of Class of Securities) MARK E. SPEESE CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER 5700 TENNYSON PARKWAY THIRD FLOOR PLANO, TEXAS 75024 TELEPHONE: (972) 801-1100 (Name, Address and Telephone Numbers of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons) Copy to: THOMAS W. HUGHES, ESQ. WINSTEAD SECHREST & MINICK P.C. 1201 ELM STREET 5400 RENAISSANCE TOWER DALLAS, TEXAS 75270 TELEPHONE: (214) 745-5201 CALCULATION OF FILING FEE
[ ] Check the appropriate boxes below to designate any transactions to which the statement relates: [ ] third-party tender offer subject to Rule 14d-1. [X] issuer tender offer subject to Rule 13e-4. [ ] going-private transaction subject to Rule 13e-3. [ ] amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: [X]
SCHEDULE TO/A This Amendment No. 8 to Tender Offer Statement on Schedule TO relates to the offer by Rent-A-Center, Inc., a Delaware corporation, to purchase up to 2,200,000 shares, of its common stock, $0.01 par value per share, or such lesser number of shares as are properly tendered. Rent-A-Center's offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase dated April 28, 2003, as supplemented June 5, 2003, and in the related Amended Letter of Transmittal previously distributed to stockholders, which, as they may be further amended and supplemented from time to time, constitute the tender offer. This Amendment No. 8 amends and supplements the statement on Schedule TO originally filed on April 28, 2003, and amended in certain respects on May 2, May 6, May 9, May 13, May 28, June 5 and June 6, 2003. This Amendment No. 8 to Tender Offer Statement on Schedule TO is intended to satisfy the reporting requirements of Rule 13e-4 under the Securities Exchange Act of 1934, as amended. The responses to the items of Schedule TO filed April 28, 2003, as amended May 2, May 6, May 9, May 13, June 5 and June 6, 2003 are hereby supplemented as follows. Item 4. Terms of the Transaction The tender offer expired at 12:00 midnight, New York City time, on Thursday, June 19, 2003. Based on a final count by the Depositary for the tender offer, 1,769,960 shares of common stock, representing approximately 5.0% of the company's outstanding shares, were properly tendered and not withdrawn at prices at or below $73.00 per share. Rent-A-Center accepted for payment all shares properly tendered and not withdrawn at a purchase price of $73.00 per share in accordance with the terms of the offer. The Depositary will promptly issue payment for all shares purchased. Item 11. Additional Information On June 20, 2003, we issued a press release announcing the preliminary results of the tender offer, which expired at 12:00 midnight, New York City time, on June 19, 2003. Exhibits. (a)(1)(i) Offer to Purchase, dated April 28, 2003. (a)(1)(ii) Letter of Transmittal. (a)(1)(iii) Letter to Stockholders, dated April 28, 2003. (a)(1)(iv) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (a)(1)(v) Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (a)(1)(vi) Letter to Participants in Our 401(k) Plan. (a)(1)(vii) Supplement to the Offer to Purchase, dated June 5, 2003. (a)(1)(viii) Amended Letter of Transmittal. (a)(1)(ix) Amended Letter to Stockholders, dated June 5, 2003. (a)(1)(x) Amended Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (a)(1)(xi) Amended Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (a)(1)(xii) Amended Letter to Participants in Our 401(k) Plan. (a)(5)(i) Press Release, dated April 25, 2003, Rent-A-Center, Inc. Announces Plan to Refinance Its Senior Debt and Repurchase Shares. (a)(5)(ii) Press Release, dated April 25, 2003, Rent-A-Center, Inc. Announces Plans to Conduct Modified Dutch Auction Tender Offer. (a)(5)(iii) Press Release, dated April 28, 2003, Rent-A-Center, Inc. Announces Commencement of Its Modified Dutch Auction Tender Offer. (a)(5)(iv) Form of Summary Advertisement. (a)(5)(v) Press Release, dated May 1, 2003, Rent-A-Center, Inc. to Issue $300 Million of Senior Subordinated Notes due 2010 at 7.5% Interest. (a)(5)(vi) Press Release, dated May 1, 2003, Rent-A-Center, Inc. Announces Reduction in Senior Term Debt Sought. (a)(5)(vii) Press Release, dated May 6, 2003, Rent-A-Center, Inc. Purchases 11% Senior Subordinated Notes Pursuant to Early Tender Provisions of Tender Offer; Closes Offering of 7.5% Senior Subordinated Notes Due 2010. (a)(5)(viii) Letter to stockholders of record mailed May 6, 2003. (a)(5)(ix) Press Release, dated May 28, 2003, Rent-A-Center, Inc. Announces Refinancing of its Senior Debt. (a)(5)(x) Press Release, dated June 5, 2003, Rent-A-Center, Inc. Announces an Increase in the Purchase Price and Extension of Expiration Date Under Its Modified Dutch Auction Tender Offer.
(a)(5)(xi) Press Release, dated June 20, 2003, Rent-A-Center, Inc. Announces Preliminary Results of Tender Offer. (b)(1) Indenture, dated as of May 6, 2003, by and among Rent-A-Center, Inc., as Issuer, Rent-A-Center East, Inc., ColorTyme, Inc., and Rent-A-Center Texas, L.L.C., as Guarantors, and the Bank of New York, as Trustee. (b)(2) Credit Agreement, dated as of May 28, 2003, among Rent-A-Center, Inc., as Borrower, the several banks and other financial institutions or entities from time to time parties to the Credit Agreement, as Lenders, Morgan Stanley Senior Funding Inc., as documentation agent, JP Morgan Chase Bank and Bear, Stearns & Co. Inc., each as syndication agent, Wachovia Bank, National Association, UBS Warburg LLC, United Overseas Bank and Credit Lyonnais, each as managing agent, and Lehman Commercial Paper Inc., as administrative agent. (d)(1) Stock Purchase and Exchange Agreement, dated April 25, 2003, by and among Apollo Investment Fund IV, L.P., Apollo Overseas Partners IV, L.P. and Rent-A-Center, Inc. (d)(2) Third Amended and Restated Stockholders Agreement, dated as of December 31, 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. (d)(3) Registration Rights Agreement, dated August 5, 1998, by and between Renters Choice, Inc., Apollo Investment Fund IV, L.P., and Apollo Overseas Partners IV, L.P., related to the Series A Convertible Preferred Stock. (d)(4) Second Amendment to Registration Rights Agreement, dated as of August 5, 2002, by and among Rent-A-Center, Inc., Apollo Investment Fund IV, L.P. and Apollo Overseas Partners IV, L.P. (d)(5) Third Amendment to Registration Rights Agreement, dated as of December 31, 2002, by and among Rent-A-Center, Inc., Apollo Investment Fund IV, L.P., and Apollo Overseas Partners IV, L.P. (d)(6) Amended and Restated Rent-A-Center, Inc. Long-Term Incentive Plan.
SIGNATURE After due 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: June 20, 2003 Rent-A-Center, Inc. By: /s/ Mark E. Speese ----------------------------------------- Mark E. Speese, Chairman of the Board and Chief Executive Officer
EXHIBIT INDEX
EXHIBIT (a)(5)(xi) For Immediate Release: RENT-A-CENTER, INC. ANNOUNCES PRELIMINARY RESULTS OF TENDER OFFER ---------- PLANO, TEXAS, JUNE 20, 2003 - Rent-A-Center, Inc. (the "Company") (Nasdaq/NNM: RCII), the largest rent-to-own operator in the country, announced today the preliminary results of its modified "Dutch Auction" tender offer, which expired at 12:00 midnight, New York City time, yesterday. A preliminary count as of 12:00 midnight, New York City time yesterday by Mellon Investor Services LLC, the depositary for the tender offer, indicates that approximately 1,770,000 shares of common stock were tendered and not withdrawn at a price at or below $73 per share. Based on the results of the preliminary count, Rent-A-Center expects to accept for purchase at $73 per share all common shares properly tendered in accordance with the terms and conditions of the tender offer. The Company had previously announced that it would consider extending the expiration date of the tender offer if the offer were not fully subscribed. Based upon the number of shares tendered to date, the Company does not plan to extend the tender offer. The Company has an existing agreement with Apollo Investment Fund IV, L.P., and Apollo Overseas Partners IV, L.P., whereby the Company has agreed to purchase sufficient shares from the Apollo entities following the expiration of a ten business day period after the consummation of the tender offer to reduce the Apollo entities' aggregate percentage ownership of the Company's common stock to 19.00% of the issued and outstanding shares. The price for the shares purchased from the Apollo entities would be the same as that paid by the Company in the tender offer. Given the number of shares tendered by the public through the close of business yesterday, the Company will purchase approximately 800,000 shares from the Apollo entities under the existing agreement. The Company has arranged senior credit financing for repurchases under the tender offer and the Apollo agreement in the aggregate amount of $200 million; the commitments for this financing expire on August 5, 2003. The purchases currently contemplated under the tender offer and the Apollo agreement will require approximately $188 million. As a result, the Company will have unused availability for repurchases under the senior credit financing. The Company will consider utilizing such unused availability prior to the expiration date of the funding commitment or using other available cash to finance additional open market and privately negotiated purchases of shares, subject to applicable regulatory restrictions. Any such transactions could include purchases from the Apollo entities and from Mark Speese, the Chief Executive Officer of the Company. Rent-A-Center, Inc., headquartered in Plano, Texas currently operates 2,566 company-owned stores nationwide and in Puerto Rico. The stores generally offer high-quality, durable goods such as home electronics, appliances, computers, and furniture and accessories to consumers under flexible rental purchase agreements that generally allow the customer to obtain ownership of the merchandise at the conclusion of an agreed-upon rental period. ColorTyme, Inc., a wholly owned subsidiary of the Company, is a national franchisor of 321 rent-to-own stores, 309 of which operate under the trade name of "ColorTyme," and the remaining 12 of which operate under the "Rent-A-Center" name. This press release contains forward-looking statements that involve risks and uncertainties. Such forward-looking statements generally can be identified by the use of forward-looking terminology such as "may," "will," "expect," "intend," "could," "estimate," "should," "anticipate," or "believe," or the negative thereof or variations thereon or similar terminology. Although the Company believes that the expectations reflected in such forward-looking statements will prove to be correct, the Company can give no assurance that such expectations will prove to have been correct. The actual future performance of the Company could differ materially from such statements. Factors that could cause or contribute to such differences include, but are not limited to: changes in the Company's stock price and the number of shares of common stock that the Company may or may not repurchase; and the other risks detailed from time to time in the Company's SEC filings, including but not limited to, its annual report on Form 10-K for the year ended December 31, 2002. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Except as required by law, the Company is not obligated to publicly release any revisions to these forward-looking statements to reflect the events or circumstances after the date of this press release or to reflect the occurrence of unanticipated events.
CONTACTS FOR RENT-A-CENTER, INC.: David E. Carpenter Robert D. Davis Director of Investor Chief Financial Officer Relations (972) 801-1204 (972) 801-1214 rdavis@racenter.com dcarpenter@racenter.com