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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
AUGUST 5, 1998
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RENTERS CHOICE, INC.
(Exact name of registrant as specified in charter)
DELAWARE 0-25370 48-1024367
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
13800 MONTFORT DRIVE
SUITE 300
DALLAS, TEXAS
75240
(Address of Principal Executive Offices) (Zip Code)
(972) 701-0489
(Registrant's telephone
number, including area code)
NO CHANGE
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 2. ACQUISITION OF ASSETS
On August 5, 1998, the Registrant purchased 100% of the capital stock
of Thorn Americas, Inc. ("Thorn Americas") for approximately $900
million (including the repayment of certain debt of Thorn Americas),
subject to adjustment, pursuant to that certain Stock Purchase
Agreement, dated June 16, 1998, by and among the Registrant, Thorn
International BV and Thorn plc (the "Stock Purchase Agreement").
Immediately following the closing, Thorn Americas name was changed to
Rent-A- Center, Inc. Prior to its acquisition by the Registrant, Thorn
Americas was the largest rent-to-own operator with 1,404 company-owned
stores and 65 franchised stores. Thorn Americas operated under three
brand names, "Rent-A-Center," "Remco" and "U-Can Rent." In addition,
Thorn Americas operated certain non-rent- to-own businesses, including
automobile retailing, credit retailing and check cashing that
represented less than 2.3% of Thorn Americas revenues during the fiscal
year ended March 31, 1998.
Pursuant to the Stock Purchase Agreement, the Registrant paid the
purchase price in cash and repaid certain debt of Thorn Americas owed
to a subsidiary of Thorn plc. The total purchase price and structure of
the consideration paid was determined by negotiation between the
Registrant and Thorn plc. The source of the cash consideration was the
proceeds from (i) a newly established $926.25 million senior credit
facility with Chase Manhattan Bank, as Administrative Agent, Comerica
Bank, as Documentation Agent, and NationsBank, N.A., as Syndication
Agent, (ii) a $175 million senior subordinated credit facility with The
Chase Manhattan Bank, as Administrative Agent and Chase Securities
Inc., as Arranger, and (iii) the issuance of $235 million of preferred
stock to Apollo Investment Fund IV, L.P. These proceeds were also used
to retire the Registrants prior revolving credit facility with Comerica
Bank, as Agent. There was no material relationship between (i) the
Registrant, any of its affiliates, any of its officers or directors, or
any associate of such officers and directors, and (ii) Thorn Americas,
Thorn International BV, or Thorn plc, any affiliates of Thorn Americas,
Thorn International BV, or Thorn plc, any of the officers or directors
of Thorn Americas, Thorn International BV, or Thorn plc or any
associate of such officers and directors.
The Registrant intends to continue operating the acquired stores as
rent-to-own stores and discontinue Thorn Americas non-rent-to-own
businesses. Thorn Americas generated approximately $880 million in
rent-to-own revenue during its fiscal year 1998.
The Registrant is the largest rent-to-own operator and franchisor in
the United States. The Registrant operates 2,084 company owned stores
and franchises 343 stores in all 50 states and Puerto Rico and the
District of Columbia.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(A) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.
The required financial statements are not available as of the date
hereof. Such financial statements will be filed as an amendment to this
Report as soon as practicable, but in no event later than sixty (60)
days following the date hereof.
(B) PRO FORMA FINANCIAL INFORMATION.
The required pro forma financial information is not available as of the
date hereof. Such pro forma financial information will be filed as an
amendment to this Report as soon as practicable, but in no event later
than sixty (60) days following the date hereof.
(C) EXHIBITS
2.1 Stock Purchase Agreement, dated June 16, 1998, by and among the
Registrant, Thorn International B.V., and Thorn plc.(1)
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(1) Incorporated herein by reference to Exhibit 2.9 of the Registrants'
Quarterly Report on Form 10-Q for the quarter ended June 30, 1998 and filed
on August 14, 1998.
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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.
RENTERS CHOICE, INC.
DATE: August 20, 1998 BY: /s/ DANNY Z. WILBANKS
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Danny Z. Wilbanks
Senior Vice President-Finance and
Chief Financial Officer
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