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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
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Date of Report (Date of earliest event reported):
June 23, 1998
HOME CHOICE HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-27490 75-2767866
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
714 E. Kimbrough Street
Mesquite, Texas
(Address of principal executive offices)
75149
(Zip Code)
(972) 288-9327
(Registrant's telephone number, including area code)
ALRENCO, INC.
(Former name or former address, if changed since last report)
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Item 5. Other Events
In order to effect a change in domicile from Indiana to Delaware (the
"Reincorporation"), Alrenco, Inc., an Indiana corporation ("Alrenco"), was
merged with and into Home Choice Holdings, Inc., a Delaware corporation ("Home
Choice"), on June 23, 1998 (the "Effective Time"). Prior to the Effective Time,
Home Choice had been a wholly-owned subsidiary of Alrenco, organized for the
purpose of effecting the Reincorporation. At the Effective Time, Home Choice
became the surviving entity of the merger pursuant to which the Reincorporation
was completed. The merged entity is governed by the Delaware General
Corporation Law ("DGCL") and the certificate of incorporation and bylaws of
Home Choice.
The Reincorporation (as more fully described in Alrenco's Definitive
Proxy Statement on Schedule 14A dated May 12, 1998) was consummated pursuant to
an Agreement and Plan of Merger dated April 24, 1998 (the "Merger Agreement"),
between Alrenco and Home Choice and was approved by the shareholders of Alrenco
at its Annual Meeting of Shareholders held on June 23, 1998 (the "Annual
Meeting").
At the Effective Time, the directors and executive officers of
Alrenco became the directors and executive officers of Home Choice. Home
Choice's business, mailing address, principal executive offices and telephone
number are the same as those of Alrenco.
Upon the Effective Time, each outstanding share of common stock, no
par value, of Alrenco (the "Alrenco Common Stock") was automatically converted
into one share of common stock, $.01 par value per share, of Home Choice (the
"Home Choice Common Stock").
Outstanding options to purchase shares of Alrenco Common Stock were
automatically converted into options to purchase the same number of shares of
Home Choice Common Stock. Each employee stock plan and any other employee
benefit plan to which Alrenco was a party, whether or not such plan was related
to Alrenco Common Stock, were assumed by Home Choice and, to the extent any
such plans provided for the issuance or purchase of shares of Alrenco Common
Stock, such plans now provide for the issuance or purchase of shares of Home
Choice Common Stock.
It was not and is not necessary for shareholders to exchange their
existing Alrenco stock certificates for new certificates bearing the name of
Home Choice. Shares of Alrenco Common Stock, which traded under the symbol
"RNCO" on the Nasdaq National Market prior to the Reincorporation, will
continue to be traded on the Nasdaq National Market under the symbol "HMCH" as
Home Choice Common Stock, effective June 24, 1998. The Nasdaq National Market
will consider the existing Alrenco stock certificates as constituting "good
delivery" in post-Reincorporation transactions involving Home Choice Common
Stock.
The foregoing description of the Reincorporation is not intended to
be complete and is qualified in its entirety by the complete texts of the Merger
Agreement, which is set forth in Exhibit 2.1 hereto, the Certificate of
Ownership and Merger filed with the Secretary of State of the State of Delaware,
which is set forth in Exhibit 3.3 hereto, and the description of the purposes
and effects of the Reincorporation and the manner in which it was accomplished,
which are described in more detail on pages 16-23 of Alrenco's Definitive Proxy
Statement on Schedule 14A dated May 12, 1998, prepared in connection with the
Annual Meeting, which pages are set forth in Exhibit 20.1 hereto.
The Home Choice Common Stock is deemed registered under the
Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder.
In addition, the shareholders of Alrenco elected Thomas E. Hannah
and Michael D. Walts to the Board of Directors of Alrenco at the Annual Meeting
prior to the approval of the Reincorporation. Therefore, pursuant to the Merger
Agreement, Messrs. Hannah and Walts will continue as directors of Home Choice.
Effective June 23, 1998, Billy W. White, Sr. resigned as chief
executive officer of the Company. Mr. White will remain on the Company's board
of directors and on June 23, 1998 was named as vice-chairman. Upon Mr. White's
resignation, James G. Steckart was named chief executive officer of the Company
in addition to his roles as president and chief operating officer.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
2.1 Agreement and Plan of Merger, dated as of April 24, 1998,
between Alrenco and Home Choice. (1)
3.1 Certificate of Incorporation of Home Choice, as filed with the
Secretary of State of the State of Delaware on April 24, 1998.
(1)
3.2 Bylaws of Home Choice. (1)
3.3 Certificate of Ownership and Merger of Alrenco, as filed with
the Secretary of State of the State of Delaware on June 23,
1998. (2)
20.1 Pages 16-23 of the Definitive Proxy Statement on Schedule 14A
of Alrenco, dated May 12, 1998 in connection with the 1998
Alrenco Annual Meeting of Shareholders held on June 23, 1998.
(1)
(1) Incorporated by reference to Alrenco's Definitive Proxy Statement on
Schedule 14A dated May 12, 1998 (SEC File No. 0-27490).
(2) Filed herewith.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: June 30, 1998
ALRENCO, INC.
By: /s/ John T. Egeland
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John T. Egeland
Chief Financial Officer, Treasurer and
Assistant Secretary
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Exhibit
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2.1 Agreement and Plan of Merger, dated as of April 24, 1998, between
Alrenco and Home Choice. (1)
3.1 Certificate of Incorporation of Home Choice, as filed with the
Secretary of State of the State of Delaware on April 24, 1998. (1)
3.2 Bylaws of Home Choice. (1)
3.3 Certificate of Ownership and Merger of Alrenco, as filed with the
Secretary of State of the State of Delaware on June 23, 1998. (2)
20.1 Pages 16-23 of the Definitive Proxy Statement on Schedule 14A of
Alrenco, dated May 12, 1998 in connection with the 1998 Alrenco Annual
Meeting of Shareholders held on June 23, 1998. (1)
</TABLE>
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(1) Incorporated by reference to Alrenco's Definitive Proxy Statement on
Schedule 14A dated May 12, 1998 (SEC File No. 0-27490).
(2) Filed herewith.
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EXHIBIT 3.3
CERTIFICATE OF OWNERSHIP AND MERGER
OF
ALRENCO, INC.
WITH AND INTO
HOME CHOICE HOLDINGS, INC.
(UNDER SECTION 253 OF THE GENERAL
CORPORATION LAW OF THE STATE OF DELAWARE)
ALRENCO, INC. hereby certifies that:
1. Alrenco, Inc., an Indiana corporation (the "Company"), owns 100% of
the outstanding capital stock of HOME CHOICE HOLDINGS, INC., a Delaware
corporation ("Subsidiary").
2. On April 10, 1998, the Board of Directors of the Company approved and
adopted a resolution (the "Resolution") pursuant to which the Company would
merge with and into Subsidiary (the "Merger"). The Merger has been adopted,
approved, certified, executed and acknowledged by the Company in accordance
with the laws of the State of Indiana.
3. A copy of the Resolution is attached hereto as Appendix A. A copy of
the Plan and Agreement of Merger between the Company and Subsidiary (the "Plan
of Merger") is attached hereto as Appendix B. The Resolution and Plan of Merger
provide that each certificate representing shares of common stock of the
Company shall for all purposes be deemed to evidence the ownership of the same
number of shares of common stock of Subsidiary.
4. The Merger shall become effective upon filing of this Certificate of
Merger.
IN WITNESS WHEREOF, Alrenco, Inc. has caused its duly authorized officer
to execute and deliver this Certificate of Merger as of the 23rd day of June,
1998.
Alrenco, Inc.
By: /s/ BILLY W. WHITE, SR.
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Billy W. White, Sr.
Chief Executive Officer
