<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
ALRENCO, INC.
----------------
(Name of Issuer)
Common Stock, No Par Value
------------------------------
(Title of Class of Securities)
00002109K1
--------------
(CUSIP Number)
GDJ, Jr. Investments, Limited Partnership
Bank of America Center
101 Convention Center Drive
Suite 850
Las Vegas, Nevada 89109
-------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copy to:
John D. Capers, Jr.
King & Spalding
191 Peachtree Street, N.E.
Atlanta, Georgia 30303
February 26, 1998
-----------------------------
(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(b)(3) or (4), check the following box: [ ]
Note: Six copies of this Statement, including all exhibits,
should be filed with the Commission.
See Rule 13d-1(a) for other parties to whom copies are to be sent.
(Continued on following pages)
Page 1 of 11 Pages
<PAGE> 2
SCHEDULE 13D FORMS 7060
- --------------------------------------------------------------------------------
CUSIP No. 00002109K1 13D PAGE 3 OF 11 PAGES
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
GDJ, Jr. Investments, Limited Partnership
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
00 - See Item 3
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Nevada
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER -0-
SHARES ----------------------------------------------------------
8 SHARED VOTING POWER 2,374,898(1)
BENEFICIALLY
----------------------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER -0-
EACH
----------------------------------------------------------
REPORTING 10 SHARED DISPOSITIVE POWER 2,374,898(1)
PERSON WITH
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,374,898
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.0%(2)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
- --------------------------------------------------------------------------------
- --------------
(1) Power is exercised through its general partner, GDJ, Jr. Investment
Corporation.
(2) Assumes a total of 16,963,557 shares outstanding.
Page 2 of 11 Pages
<PAGE> 3
SCHEDULE 13D FORMS 7060
- --------------------------------------------------------------------------------
CUSIP No. 00002109K1 13D PAGE 4 OF 11 PAGES
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
GDJ, Jr. Investment Corporation
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
00 - See Item 3
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Nevada
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER -0-
SHARES ---------------------------------------------------------
8 SHARED VOTING POWER 2,374,898(1)
BENEFICIALLY
---------------------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER -0-
EACH
---------------------------------------------------------
REPORTING 10 SHARED DISPOSITIVE POWER 2,374,898(1)
PERSON WITH
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,374,898
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.0%(2)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
- --------------
(1) Solely in its capacity as the general partner of GDJ, Jr. Investments,
Limited Partnership.
(2) Assumes a total of 16,963,557 shares outstanding.
Page 3 of 11 Pages
<PAGE> 4
SCHEDULE 13D FORMS 7060
- --------------------------------------------------------------------------------
CUSIP No. 00002109K1 13D PAGE 2 OF 11 PAGES
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
George D. Johnson, Jr.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
00 - See Item 3
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER -0-
SHARES ---------------------------------------------------------
8 SHARED VOTING POWER 2,374,898(1)
BENEFICIALLY
---------------------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER -0-
EACH
---------------------------------------------------------
REPORTING 10 SHARED DISPOSITIVE POWER 2,374,898(1)
PERSON WITH
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,374,898
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.0%(2)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
- --------------
(1) Solely in his capacity as sole owner of GDJ, Jr. Investment
Corporation, 1% general partner of GDJ, Jr. Investments, Limited
Partnership, and 99% limited partner of same.
(2) Assumes a total of 16,963,557 shares outstanding.
Page 4 of 11 Pages
<PAGE> 5
SCHEDULE 13D FORMS 7060
- --------------------------------------------------------------------------------
CUSIP No. 00002109K1 13D PAGE 5 OF 11 PAGES
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
Daniel C. Breeden, Jr.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
00 - See Item 3
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER -0-
SHARES ---------------------------------------------------------
8 SHARED VOTING POWER 2,374,898(1)
BENEFICIALLY
---------------------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER -0-
EACH
---------------------------------------------------------
REPORTING 10 SHARED DISPOSITIVE POWER 2,374,898(1)
PERSON WITH
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,374,898
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.0%(2)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
- --------------
(1) Solely in his capacity as President of GDJ, Jr. Investment Corporation,
general partner of GDJ, Jr. Investments, Limited Partnership.
(2) Assumes a total of 16,963,557 shares outstanding.
Page 5 of 11 Pages
<PAGE> 6
STATEMENT PURSUANT TO RULE 13d-1
OF THE
GENERAL RULES AND REGULATIONS
UNDER THE
SECURITIES EXCHANGE ACT OF 1934
Item 1. Security and Issuer
The class of equity securities to which this Statement on Schedule 13D
relates is the Common Stock, no par value ("Alrenco Common Stock"), of Alrenco,
Inc. ("Alrenco"), an Indiana corporation. Alrenco's principal executive offices
are located at 1736 East Main Street, New Albany, Indiana 47150.
Item 2. Identity and Background
(a) Pursuant to Rules 13d(1)(f)(1) and (2) of Regulations D-G of the
General Rules and Regulations under the Securities Exchange Act of 1934, as
amended (the "Act"), the undersigned hereby files this Schedule 13D on behalf of
GDJ, Jr. Investments, Limited Partnership (the "Partnership"), GDJ, Jr.
Investment Corporation (the "Corporation"), George D. Johnson, Jr. ("Mr.
Johnson") and Daniel C. Breeden, Jr. ("Mr. Breeden"). The Partnership, the
Corporation, Mr. Johnson and Mr. Breeden are sometimes hereinafter collectively
referred to as the "Reporting Persons." The Reporting Persons are making this
single, joint filing because they may be deemed to constitute a "group" within
the meaning of Section 13(d)(3) of the Act, although neither the fact of this
filing nor anything contained herein shall be deemed an admission by the
Reporting Persons that a group exists.
(b)-(c) The Partnership
The Partnership is a Nevada limited partnership, the principal
business of which is investment. The Partnership's principal business address,
which also serves as its principal office, is Bank of America Center, 101
Convention Center Drive, Suite 850, Las Vegas, Nevada 89109. Pursuant to
Instruction C to Schedule 13D of the Act, information with respect to the
Corporation, Mr. Johnson and Mr. Breeden is set forth below.
The Corporation
The Corporation is a Nevada Sub-Chapter S Corporation, the
principal business of which is serving as general partner of the Partnership.
The Corporation's principal business address, which also serves as its principal
office, is Bank of America Center, 101 Convention Center Drive, Suite 850, Las
Vegas, Nevada 89109. The Corporation is the 1% general partner of the
Partnership.
Page 6 of 11 Pages
<PAGE> 7
Mr. Johnson
Mr. Johnson's business address is 450 East Las Olas Boulevard,
Suite 1100, Fort Lauderdale, Florida 33301. Mr. Johnson has been President and
Chief Executive Officer of Extended Stay America, Inc. since January 1995, and
he is also Chairman of the Board of Alrenco. Mr. Johnson is the 99% limited
partner of the Partnership and the sole owner of the Corporation.
Mr. Breeden
Mr. Breeden's business address is 961 East Main Street,
Spartanburg, South Carolina 29302. Mr. Breeden is Chief Financial Officer of
Johnson Development Associates, Inc. Mr. Breeden serves as President, Secretary
and Treasurer of the Corporation.
(d)-(e) During the last five years, none of the entities or persons
identified in this Item 2 (i) has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) has been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and, as a result of such proceeding, become subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, Federal or State securities laws or finding any
violation with respect to such laws.
(f) Mr. Johnson and Mr. Breeden are citizens of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"),
dated as of September 28, 1997, by and between Alrenco and RTO, Inc., a Delaware
corporation ("RTO"), RTO was merged with and into Alrenco (the "Merger"). At the
Effective Time of the Merger (as defined in the Merger Agreement), each
outstanding share of Common Stock (other than treasury shares) of RTO ("RTO
Common Stock") converted into the right to receive 89.795 shares of Alrenco
Common Stock. Fractional shares were not issued, but the holders thereof were
paid in cash in an amount equal to the product of such fraction multiplied by
the closing sale price of one share of Alrenco Common Stock on the NASDAQ
National Market on the day of the Effective Time of the Merger. Prior to the
Merger, the Partnership was the beneficial owner of 26,448 shares of RTO Common
Stock. Such shares converted into 2,374,898 shares of Alrenco Common Stock
The foregoing summary of the terms of the Merger Agreement does not
purport to be complete and is qualified in its entirety by reference to the full
text of the Merger Agreement, a copy of which is attached as Exhibit 2 to
Alrenco's Current Report on Form 8-K filed with the Commission on October 9,
1997 and is specifically incorporated by reference herein.
Page 7 of 11 Pages
<PAGE> 8
Item 4. Purpose of Transaction.
The purpose of the underlying transaction which resulted in the
Partnership's beneficial ownership was the merger of RTO with and into Alrenco.
Upon effectiveness of the Merger, each outstanding share of RTO Common Stock
converted into the right to receive 89.795 shares of Alrenco Common Stock.
The Partnership may, from time to time, increase, reduce or dispose of
its investment in the Issuer, depending on general economic conditions in the
markets in which the Issuer operates, the market price of the Common Stock, the
availability of funds, other opportunities available to the Partnership, and
other considerations. However, the Partnership's ability to transfer its shares
is limited by certain provisions set forth in the Affiliate Agreement signed by
Mr. Breeden, in his capacity as President, on behalf of the Partnership on
February 26, 1998.
Other than those changes instituted upon effectiveness of the Merger
Agreement, the Partnership has no plans or proposals that relate to or would
result in any of the matters referred to in paragraphs (a)-(j) of Item 4 of
Schedule 13D. Such changes pursuant to the Merger Agreement included changes to
the Board of Directors, an increase in authorized stock and amendments to the
Articles of Incorporation and Code of Bylaws.
Item 5. Interest in Securities of the Issuer.
(a) The Partnership may be deemed to be the beneficial owner (as that
term is defined in Rule 13d-3 ("Rule 13d-3")) under the Act of 2,374,898 shares
of Alrenco Common Stock, which constitutes 14% of the outstanding shares of the
Common Stock.
The Corporation may be deemed to be the beneficial owner (as that term is
defined in Rule 13d-3) under the Act of 2,374,898 shares of Alrenco Common
Stock, which constitutes 14% of the outstanding shares of the Common Stock.
Mr. Johnson may be deemed to be the beneficial owner (as that term is
defined in Rule 13d-3) under the Act of 2,374,898 shares of Alrenco Common
Stock, which constitutes 14% of the outstanding shares of the Common Stock.
Mr. Breeden may be deemed to be the beneficial owner (as that term is
defined in Rule 13d-3) under the Act of 2,374,898 shares of Alrenco Common
Stock, which constitutes 14% of the outstanding shares of the Common Stock. Mr.
Breeden, however, disclaims beneficial ownership of these shares.
(b) The Partnership, the Corporation, Mr. Johnson and Mr. Breeden will
have shared power to vote or direct the vote of, and to dispose or to direct the
disposition of, 2,374,898 shares of Alrenco Common Stock.
(c) Except for the issuance of the shares of Alrenco Common Stock
pursuant to the Merger Agreement described in response to Items 3 and 4 (which
responses are specifically incorporated by reference herein), no transactions in
Alrenco Common Stock were affected during the past 60 days by any of the
entities or natural persons listed in this Item 5.
Page 8 of 11 Pages
<PAGE> 9
(d) No 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, the
securities described above.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
Other than the Merger Agreement described in response to Items 3 and 4
(which responses are specifically incorporated by reference herein) and any
ancillary documents executed pursuant to the Merger Agreement, there are no
contracts, arrangements, understandings or relationships with respect to the
shares of Alrenco Common Stock owned by the Reporting Persons.
Item 7. Material to be filed as Exhibits.
The following Exhibits are filed as part of this Schedule 13D Statement:
Exhibit A -- Agreement and Plan of Merger, dated as of September 28,
1997, by and between Alrenco and RTO (incorporated by
reference to Exhibit 2 to Alrenco's Current Report on
Form 8-K filed with the Commission on October 9, 1997).
Exhibit B -- Agreement to file Schedule 13D jointly pursuant to Rule
13d- 1(f)(1)(iii).
Page 9 of 11 Pages
<PAGE> 10
SIGNATURES
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: February 26, 1998.
GDJ, JR. INVESTMENTS, LIMITED PARTNERSHIP
By: GDJ, Jr. Investment Corporation
By: /s/ DANIEL C. BREEDEN, JR.
----------------------------------
Daniel C. Breeden, Jr.
President
Page 10 of 11 Pages
<PAGE> 11
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Description
------- -----------
<S> <C>
A Agreement and Plan of Merger, dated as of September 28, 1997,
by and between Alrenco and RTO (incorporated by reference to
Exhibit 2 to Alrenco's Current Report on Form 8-K filed with
the Commission on October 9, 1997).
B Agreement to file Schedule 13D jointly pursuant to Rule
13d-1(f)(1)(iii), filed herewith.
</TABLE>
Page 11 of 11 Pages
<PAGE> 1
EXHIBIT B
SCHEDULE 13D
JOINT FILING AGREEMENT
AGREEMENT dated as of February 26, 1998 between GDJ, Jr. Investments,
Limited Partnership (the "Partnership"), GDJ, Jr. Investment Corporation (the
"Corporation"), George D. Johnson, Jr. ("Mr. Johnson") and Daniel C. Breeden,
Jr. ("Mr. Breeden").
WHEREAS, pursuant to paragraph (f) of Rule 13d-1 promulgated under
Subsection 13d(1) of the Securities Exchange Act of 1934, as amended (the
"Act"), the parties hereto have decided to satisfy their filing obligations
under the Act by a single joint filing;
NOW, THEREFORE, the undersigned do hereby agree as follows:
1. The Schedule 13D ("Schedule 13D") with respect to Alrenco, Inc. to
which this is attached as Exhibit B is filed on behalf of the Partnership, the
Corporation, Mr. Johnson and Mr. Breeden (collectively, the "Filing Persons").
Each of the Filing Persons authorizes the Partnership to file the Schedule 13D
on behalf of the Filing Persons.
2. Each of the Partnership, the Corporation, Mr. Johnson and Mr.
Breeden is responsible for the completeness and accuracy of the information
concerning such person or entity contained therein; provided that each person or
entity is not responsible for the completeness or accuracy of the information
concerning any other person or entity making such filing.
<PAGE> 2
IN WITNESS WHEREOF, the undersigned hereunto set their hands as of the
date first written above.
GDJ, JR. INVESTMENTS, LIMITED PARTNERSHIP
By: GDJ, Jr. Investment Corporation
General Partner
By: /s/ DANIEL C. BREEDEN, JR.
-----------------------------------
Daniel C. Breeden, Jr.
President
/s/ GEORGE D. JOHNSON, JR.
--------------------------------------------
George D. Johnson, Jr.
/s/ DANIEL C. BREEDEN, JR.
--------------------------------------------
Daniel C. Breeden, Jr.
