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As filed with the Securities and Exchange Commission on May 7, 1999
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------------
RENT-A-CENTER, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 48-1024367
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
5700 TENNYSON PARKWAY, THIRD FLOOR
PLANO, TEXAS 75024
(972) 801-1100
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
J. ERNEST TALLEY
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
5700 TENNYSON PARKWAY, THIRD FLOOR
PLANO, TEXAS 75024
(972) 801-1100
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
-------------------------
COPIES TO:
THOMAS W. HUGHES, ESQ.
WINSTEAD SECHREST & MINICK P.C.
5400 RENAISSANCE TOWER, 1201 ELM STREET
DALLAS, TEXAS 75270
(214) 745-5400
-------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the effective date of this Registration
Statement, as determined by market conditions.
If only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================================================
Title of Each Class of Proposed Maximum Proposed Maximum
Securities Amount to be Offering Price Per Aggregate Offering Amount of
to be Registered Registered Share (1) Price (1) Registration Fee(2)
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Rent-A-Center common stock, 260,000 shares $ 32.75 $ 8,515,000 $ 2,367.17
par value $0.01 per share...
===============================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee.
(2) Pursuant to Rule 457(c) under the Securities Act of 1933, the registration
fee has been calculated based upon the high and low prices per share on
the Nasdaq National Market on May 6, 1999.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
RENT-A-CENTER, INC.
260,000 Shares of Common Stock
-------------------------
o Relates to shares that may be issued by us from time to time to
holders of options to buy our common stock.
o We will only receive the exercise price with respect to the exercise
of the options by the optionholders.
o Our common stock is listed on the NASDAQ National Market under the
symbol "RCII."
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities, or determined that
this prospectus is truthful or complete. Any representation to the contrary is
a criminal offense.
THE DATE OF THIS PROSPECTUS IS MAY___, 1999.
<PAGE> 3
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other
information with the Securities and Exchange Commission. You may read and copy
any reports, statements and other information we file at the SEC's public
reference rooms in Washington, D.C., New York, New York, and Chicago, Illinois.
Please call 1-800-SEC-0330 for further information on the public reference
rooms. Our filings are also available to the public from commercial document
retrieval services. In addition, the filings we have made since May 1996 are
available at the web site maintained by the SEC at http://www.sec.gov.
We have filed a registration statement on Form S-3 to register with the SEC the
common stock we are offering. This prospectus is part of that registration
statement. As allowed by the SEC's rules, this prospectus does not contain all
of the information you can find in the registration statement or the exhibits
to the registration statement.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
We will provide without charge, upon written or oral request, a copy of any or
all of the documents which are incorporated by reference into this prospectus.
You should contact us at: Rent-A-Center, Inc., Attention: Corporate Secretary,
5700 Tennyson Parkway, Third Floor, Plano, Texas 75024, telephone number: (972)
801-1100 should you desire any of these documents.
The following documents, which we previously filed with the SEC pursuant to
Sections 13 or 15 of the Exchange Act, are incorporated by reference into this
prospectus.
o Annual Report on Form 10-K for the twelve months ended December 31,
1998, and
o The portions of our proxy statement for our 1999 annual meeting of
our stockholders that have been incorporated by reference into our
annual report.
In addition, we incorporate by reference the description of our common stock
contained in our Form 8-A (Registration No. 0-25370) filed with the SEC
pursuant to Section 12 of the Exchange Act, as updated in any amendment or
report filed for such purpose.
Finally, we incorporate by reference in this prospectus all documents that we
may file under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the
date of this prospectus and before the filing of a post-effective amendment,
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold. Those documents are a part of this
prospectus from the date of this filing. Any statement incorporated by
reference in this prospectus shall be modified or superseded for purposes of
this prospectus to the extent that a statement contained herein, or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein, modifies or supersedes that statement. Any statement that
is modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this prospectus.
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FORWARD-LOOKING STATEMENTS
The statements, other than statements of historical facts included in this
prospectus, are forward-looking statements. Forward-looking statements
generally can be identified by the use of forward-looking terminology such as
"may," "will," "expect," "intend," "estimate," "anticipate" or "believe." We
believe that the expectations reflected in such forward-looking statements are
accurate. However, we cannot assure you that such expectations will occur. Our
actual future performance could differ materially from such statements. Factors
that could cause or contribute to such differences include, but are not limited
to,
o the ability to enhance the performance of the stores we acquired in
the Thorn Americas and Central Rents acquisitions,
o the ability to acquire additional rent-to-own stores on favorable
terms and our ability to integrate those stores into our
operations,
o uncertainties regarding the ability to open new stores,
o the passage of legislation adversely affecting the rent-to-own
industry,
o interest rates,
o our ability to collect on our rental purchase agreements at the
current rate, and
o the other risks detailed from time to time in our SEC reports.
You should not unduly rely on these forward-looking statements, which speak
only as of the date of this prospectus. Except as required by law, we are not
obligated to publicly release any revisions to these forward-looking statements
to reflect events or circumstances occurring after the date of this prospectus
or to reflect the occurrence of unanticipated events. Important factors that
could cause our actual results to differ materially from our expectations are
discussed under "Risk Factors" located on page 4 of this prospectus and
elsewhere in this prospectus. All subsequent written and oral forward-looking
statements attributable to us, or persons acting on our behalf, are expressly
qualified in their entirety by the statements in those sections.
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RENT-A-CENTER
We are the largest operator in the U.S. rent-to-own industry with approximately
25% of the market share of rent-to-own stores. At May 3, 1999, we operated
2,093 company-owned stores and franchised 335 stores in the United States and
Puerto Rico. Our stores offer home electronics, appliances and furniture and
accessories under flexible rental purchase agreements that allow our customers
to obtain ownership of the merchandise at the conclusion of an agreed upon
rental period. The rent-to-own industry appeals to a wide variety of consumers
by allowing them to obtain merchandise that they might otherwise be (A) unable
to purchase due to insufficient cash resources or a lack of access to credit,
or (B) unwilling to purchase due to a temporary, short-term need or desire to
rent.
Our principal executive office is located at 5700 Tennyson Parkway, Third
Floor, Plano, Texas 75024. Our telephone number is (972) 801-1100.
RECENT DEVELOPMENTS
QUARTER ENDED MARCH 31, 1999 FINANCIAL RESULTS.
On May 3, 1999, we announced that revenues for the first quarter of 1999 totaled
$344.7 million, a $254.5 million increase from $90.2 million for the same period
in the prior year. We also announced net earnings for the first quarter of 1999
of $12.0 million, representing an increase of $4.1 million over the same period
in the prior year.
Revenue and earnings comparisons between 1999 and 1998 are affected by our
acquisition of both Central Rents, Inc. in May 1998 and Thorn Americas, Inc. in
August 1998. These acquisitions contributed incremental revenues of $22.6
million and $221.1 million, respectively, during the first quarter of 1999. The
51.9% increase in first quarter 1999 net earnings over the first quarter of
1998 is attributable to the integration of both of these acquisitions and an
increase in same store sales growth.
THE OFFERING
The shares we are registering may be issued by us from time to time to certain
optionholders pursuant to the exercise of the options which we granted to them.
Of the 260,000 shares we are registering, 210,000 are issuable pursuant to the
exercise of options granted to certain franchisees of our subsidiary ColorTyme,
Inc. The remaining 50,000 shares are issuable pursuant to the exercise of an
option granted to Douglas Anderson, the former Chief Executive Officer of Thorn
Americas, a company we acquired in August 1998. We are registering these shares
to provide the optionholders with freely tradeable securities, but the
registration of these shares does not necessarily mean that the shares will be
issued by us.
We will receive cash or other shares of our common stock equal to the exercise
price with respect to the options upon the issuance of the shares. We have
agreed to pay for all of the expenses related to the registering of these
shares.
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RISK FACTORS
An investment in our common stock involves various risks. You should carefully
consider the information below in addition to any other information contained
in this prospectus in evaluating whether or not you should invest in our common
stock.
IF WE CANNOT ADEQUATELY MANAGE OUR INCREASED SIZE RESULTING FROM OUR
ACQUISITION OF THORN AMERICAS, OUR FUTURE OPERATIONS MAY BE ADVERSELY AFFECTED.
Our operations more than doubled with the purchase of Thorn Americas. Our
future operations depend largely upon our ability to manage this sizeable and
growing business profitably. Although, we believe, with the implementation of
our management philosophy, that we can accomplish this task, we cannot
guarantee to you that we will. If we fail to manage the size and the growth of
our business, a material adverse effect could result.
WE HAVE SIGNIFICANT DEBT AND WE MAY NOT BE ABLE TO MEET OUR OBLIGATIONS.
Because of the acquisition of Thorn Americas, we have a significant amount of
debt outstanding. As of December 31, 1998, we owed approximately $805.7 million
under our various debt agreements. The maximum amount of senior debt that we
could have borrowed on that date was $720.0 million. Since December 31, 1998, we
have prepaid approximately $26.0 million of this senior debt. Under our term
loans, we will be required to make minimum principal payments totaling
approximately $2.0 million in 1999, $14.0 million in 2000, $22.0 million in
2001, $26.0 million in 2002 and $30.0 million in 2003 plus applicable interest.
You should be aware that this significant amount of debt could have important
consequences to you as a stockholder, including the following:
o We may be unable to obtain additional financing for working capital,
capital expenditures, acquisitions and general corporate purposes,
o A significant portion of our cash flow from operations must be
dedicated to the repayment of the indebtedness, thereby reducing the
amount of cash we have available for other purposes,
o We may be disadvantaged as compared to our competitors as a result of
the significant amount of debt we now owe, and
o Our ability to adjust to changing market conditions and our ability
to withstand competition may be hampered by the amount of debt we now
owe. It may also make us more vulnerable in a downturned market.
You should be aware that our ability to repay or refinance our current debt
depends on our successful financial and operating performance.
RESTRICTIONS IMPOSED ON RENT-A-CENTER BY OUR DEBT AGREEMENTS MAY SIGNIFICANTLY
LIMIT OR PROHIBIT US FROM ENGAGING IN CERTAIN TRANSACTIONS.
The indenture relating to our outstanding notes and our senior credit
facilities impose significant operating and financial restrictions on us and
our subsidiaries.
The loan documents we signed to borrow money to acquire Thorn Americas impose
significant restrictive covenants on us and require us to maintain specified
financial ratios and satisfy certain financial tests. Our ability to meet these
financial ratios and tests may be affected by events beyond our control and, as
a result, we cannot guarantee to you that we will be able to meet such tests.
In addition, the restrictions contained in our senior credit facilities could
limit our ability to obtain future financing, make needed capital expenditures,
withstand a future downturn in our business or in the economy or otherwise
conduct necessary corporate activities. Our failure to comply with the
restrictions in the indenture and the senior credit facilities could lead to a
default under the terms of those documents. In the event of such a default, the
applicable lender could declare all amounts borrowed and all amounts due under
other instruments that contain certain provisions for cross-acceleration or
cross-default due and
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payable. In addition, the lenders under such agreements could terminate their
commitments to lend to us. If that occurs, we cannot assure you that we would
be able to make payments on our notes or that we would be able to find
additional alternative financing. Even if we could obtain additional
alternative financing, we cannot assure you that it would be on terms that are
favorable or acceptable to us.
You should also be aware that the existing indebtedness under the senior credit
facilities is secured by substantially all of our and our subsidiaries' assets.
Should a default or acceleration of such indebtedness occur, the holders of
such indebtedness could sell the assets to satisfy all or a part of what is
owed. The senior credit facilities also contain provisions prohibiting the
modification of our notes and limiting our ability to refinance the notes.
Our senior credit facilities prohibit us from paying dividends on our common
stock. We do not anticipate paying cash dividends on shares of our common stock
in the foreseeable future.
WE MAY NOT HAVE THE ABILITY TO RAISE THE FUNDS NECESSARY TO FINANCE THE CHANGE
OF CONTROL OFFER WHICH MAY BE REQUIRED BY THE INDENTURE
If a change of control occurs, we may be required to make an offer to purchase
all of our outstanding notes. We would be required to purchase the notes at
101% of their principal amount, plus accrued interest to the date of
repurchase. If a change of control occurs, we cannot be sure that we would have
enough funds to pay for all of the notes. If we are required to purchase the
notes, we would need to secure third-party financing if we do not have
available funds to meet our purchase obligations. However, we cannot be sure
that we would be able to secure such financing on favorable terms, if at all.
Also, our financing arrangements will restrict our ability to repurchase the
notes, including pursuant to a change of control. Furthermore, a change of
control will result in an event of default under the senior credit facilities
and may lead to an acceleration of any other senior indebtedness we may have at
that time. In such event, the subordination provisions of the notes would
require us to pay our senior credit facilities and any other senior
indebtedness in full before repurchasing any notes. In addition, a change of
control could require us to repurchase our existing notes and we could be
required to offer to redeem our convertible preferred stock. The inability to
repay senior indebtedness, if accelerated, and to purchase all of the tendered
notes, would constitute an event of default under the indenture.
THERE ARE MATERIAL LEGAL PROCEEDINGS PENDING AGAINST RENT-A-CENTER, THORN
AMERICAS AND COLORTYME. COSTS INCURRED BY US IN OUR DEFENDING OURSELVES OR
ASSOCIATED WITH SETTLING ANY OF THESE PROCEEDINGS, OR A RULING AGAINST US IN
ANY OF THESE PROCEEDINGS, COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR FINANCIAL
CONDITION AND OUR BUSINESS OPERATIONS.
WE ARE THE DEFENDANT IN SEVERAL LAWSUITS SEEKING MATERIAL DAMAGES. ONE OR MORE
JUDGMENTS AGAINST US IN THESE LAWSUITS COULD MATERIALLY ADVERSELY AFFECT BOTH
OUR FINANCIAL CONDITION AND OUR ABILITY TO CONTINUE OUR RENT-TO-OWN BUSINESS AS
PRESENTLY CONDUCTED.
The material lawsuits against us generally involve claims that rent-to-own
contracts are in fact disguised installment sales contracts, violate state
usury laws, or violate other state laws enacted to protect consumers.
We recently settled three class actions arising out of our operations in New
Jersey. In Robinson v. Thorn Americas, Inc., a New Jersey state court entered a
judgment against Thorn Americas requiring Thorn Americas to pay the class of
plaintiffs an amount in excess of $140 million. Thorn Americas posted a $163
million supersedeas bond. The other two class actions in New Jersey assert
claims similar to the claims made against Thorn Americas in Robinson v. Thorn
Americas, Inc. Robinson has been settled for $48.5 million, and the other two
have been settled for a total of $11.5 million.
Because of the uncertainties associated with our remaining material litigation,
we cannot estimate for you our ultimate liability for these matters, if any.
You should be aware that an adverse ruling on any of these cases could have a
material adverse effect on our business operations and our financial condition.
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A final judgment against us could materially adversely affect our financial
condition by requiring the payment of the judgment or the posting of a bond.
The failure to pay any material judgment would be a default under our senior
credit facilities and the indenture.
A final judgment in any of our material litigation cases could also materially
adversely affect our ability to transact our rent-to-own business as presently
conducted. While we believe we have meritorious defenses to all of the material
actions presently pending against us, we cannot assure you that such a judgment
will not be entered against us.
In addition, if such a judgment were entered against us and upheld on appeal,
it could be the basis for additional litigation against us by new plaintiffs
based on the same or similar claims.
RENT-TO-OWN TRANSACTIONS ARE REGULATED BY LAW IN MOST STATES. ANY CHANGE IN
THESE LAWS, OR THE PASSAGE OF NEW LAWS, COULD MATERIALLY ADVERSELY AFFECT OUR
BUSINESS OPERATIONS OR INCREASE OUR EXPOSURE TO LITIGATION.
In the event that legislation having a negative impact on our business is
adopted, you should be aware that it could have a material adverse impact on
our business operations. As is the case with most businesses, we are subject to
certain governmental regulations, specifically in our case, regulations
regarding rent-to-own transactions. There are currently 45 states that have
passed laws regulating rental purchase transactions and another state that has
a retail installment sales statute that excludes rent-to-own transactions from
its coverage if certain criteria are met. These laws generally require certain
contractual and advertising disclosures. They also provide varying levels of
substantive consumer protection, such as requiring a grace period for late fees
and contract reinstatement rights in the event the rental purchase agreement is
terminated. The rental purchase laws of nine states limit the total amount of
rentals that may be charged over the life of a rental purchase agreement.
Certain states also effectively regulate rental purchase transactions under
other consumer protection statutes. You should also be aware that we are
currently subject to outstanding judgments and other litigation alleging that
we, or our subsidiaries, have violated some of these statutory provisions.
Although there is no comprehensive federal legislation regulating
rental-purchase transactions, we cannot assure you that such legislation will
not be enacted in the future. From time to time, legislation has been
introduced in Congress seeking to regulate our business. In addition, we cannot
assure you that the various legislatures in the states where we currently do
business will not adopt new legislation or amend existing legislation that
negatively affects us.
OUR BUSINESS DEPENDS ON A LIMITED NUMBER OF KEY PERSONNEL, AND WE DO NOT HAVE
EMPLOYMENT AGREEMENTS WITH ANY OF THEM. THE LOSS OF ANY ONE OF THESE COULD
ADVERSELY AFFECT OUR BUSINESS.
Rent-A-Center's continued success is highly dependent upon the personal efforts
and abilities of our senior management, including J. Ernest Talley, our
Chairman of the Board and Chief Executive Officer and L. Dowell Arnette, our
President and Chief Operating Officer. We do not have employment contracts with
either one of these officers and the loss of either one of them could impact us
in a negative way.
49.7% OF OUR VOTING STOCK IS OWNED BY A SMALL GROUP OF OUR DIRECTORS AND THEIR
AFFILIATES. THIS GROUP WOULD BE ABLE TO EFFECTIVELY CONTROL RENT-A-CENTER SINCE
THE ELECTION OF DIRECTORS AND MAJOR TRANSACTIONS ONLY REQUIRE THE VOTE OF A
MAJORITY OF OUR STOCKHOLDERS.
You should be aware that a total of approximately 49.7% of our voting stock on
a fully diluted basis is controlled by Mr. Talley, certain affiliates of Apollo
Management IV, L.P., and Mark E. Speese, one of our directors. As a result, in
the event they act together, they have the ability to exercise practical
control over the outcome of actions requiring the approval of our stockholders,
including potential acquisitions, elections of our board of directors and sales
or changes in control of Rent-A-Center.
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WE COULD BE ADVERSELY AFFECTED IF OUR OR OUR VENDORS' COMPUTER SYSTEMS ARE NOT
YEAR 2000 COMPLIANT.
Year 2000 issues exist when dates are recorded in computers using two digits,
rather than four, and are then used for arithmetic operations, comparisons or
sorting. A two-digit recording may recognize a date using "00" as 1900 rather
than 2000, which could cause our computer systems to perform inaccurate
computations. We have received confirmation from our management information
systems vendors that our system is Year 2000 compliant. You should be aware
that Year 2000 issues relate not only to our systems, but also to those used by
our suppliers. We anticipate that system replacements and modifications will
resolve any Year 2000 issues that may exist with our suppliers or their
suppliers. However, we cannot guarantee to you that such replacements or
modifications will be completed successfully or on time and, as a result, any
failure to complete such modifications on time could materially affect our
financial and operating results in a negative way.
OUR ORGANIZATIONAL DOCUMENTS CONTAIN PROVISIONS WHICH MAY PREVENT OR DETER
ANOTHER GROUP FROM PAYING A PREMIUM OVER THE MARKET PRICE TO OUR STOCKHOLDERS
TO ACQUIRE OUR STOCK
Our organizational documents contain provisions which classify our board of
directors, authorize our board of directors to issue "blank check" preferred
stock, and establish advance notice requirements on our stockholders for
director nominations and actions to be taken at annual meetings of the
stockholders. In addition, as a Delaware corporation, we are subject to Section
203 of the Delaware General Corporation Law. These provisions and arrangements
could delay, deter or prevent a merger, consolidation, tender offer or other
business combination or change of control involving us that could include a
premium over the market price of our common stock that some or a majority of
our stockholders might consider to be in their best interests.
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USE OF PROCEEDS
The shares we are registering are issuable pursuant to options granted to the
optionholders. We will receive cash or other shares of our common stock equal
to the exercise price for the options from the optionholders, which, with
respect to the cash, will be used for general working capital. We will not
receive any other proceeds.
PLAN OF DISTRIBUTION
This prospectus relates to the issuance by us of up to 260,000 shares of our
common stock if, and to the extent that, outstanding options to purchase the
shares are exercised by the optionholders. The options were granted to certain
franchisees of ColorTyme and to the former Chief Executive Officer of Thorn
Americas. We are registering the shares to provide the holders with freely
tradeable securities, but the registration of the shares does not necessarily
mean that any of the shares will be issued by us.
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CERTAIN FEDERAL INCOME TAX CONSIDERATIONS
The following disclosure sets forth certain federal income tax consequences
relating to the acquisition, ownership and disposition of our common stock. The
disclosure is for general information only and does not purport to be a
complete analysis or identification of all potential tax consequences. The
disclosure applies only to persons who hold certain options to acquire our
common stock and who will, upon exercise of such options, hold our common stock
as a "capital asset" within the meaning of Section 1221 of the Internal Revenue
Code of 1986, as amended. This summary is based on that code and the laws,
regulations, rulings and decisions in effect as of the date hereof, any of
which are subject to change, possibly with retroactive effect. The disclosure
is not intended as tax advice to any person. In particular, and without
limiting the generality of the foregoing, this disclosure does not address the
federal income tax consequences to persons in light of their particular
circumstances or status including:
o non-resident alien individuals and other foreign shareholders,
o tax-exempt entities,
o dealers in securities,
o financial institutions,
o insurance companies, and
o persons who own an option or, upon exercise of such option, will own
our common stock as part of a hedge, straddle, or conversion
transaction.
This disclosure does not address any consequences under any state, local, or
foreign tax laws. We urge you to consult your tax advisor as to the specific
tax consequences relating to your acquisition, ownership and disposition of our
common stock, including tax return reporting requirements, the application and
effect of federal, state, local, foreign and other tax laws, and the
implications of any proposed changes in the tax laws.
EXERCISE OF OPTIONS
If an optionholder exercises an option and pays the exercise price in cash,
that optionholder will recognize ordinary income in connection with exercising
the option equal to the excess of the fair market value of the common stock
received on the date of exercise over the cash exercise price.
If an optionholder exercises an option and pays the exercise price with our
common stock, that optionholder will recognize ordinary income in connection
with exercising that option equal to the fair market value of the additional
shares received. That optionholder will not recognize income or gain with
respect to shares of our common stock surrendered as payment of the exercise
price.
BASIS
If an optionholder pays the exercise price in cash, the optionholder's basis in
our common stock received by the optionholder will be equal to the exercise
price plus the amount of ordinary income, if any, recognized by the
optionholder in connection with the exercise of the option.
If an optionholder pays the exercise price with our common stock, the
optionholder's basis in our common stock received by the optionholder will be
determined as follows: (a) the number of shares received which is equal to the
number of shares surrendered will have a basis equal to the shares surrendered,
and (b) the number of shares received which is in excess of the number of
shares surrendered will have a basis equal to the amount of ordinary income, if
any, recognized by the optionholder in connection with exercising the option.
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HOLDING PERIOD
If an optionholder pays the exercise price in cash, the optionholder's holding
period in our common stock received by the optionholder will commence on the
date the option is exercised.
If an optionholder pays the exercise price with our common stock, the
optionholder's holding period in our common stock received by the optionholder
will be determined as follows: (a) the number of shares received which is equal
to the number of shares surrendered will have a holding period which includes
the holding period of the shares surrendered, and (b) the number of shares
received which is in excess of the number of shares surrendered will have a
holding period which commences on the date the option is exercised.
DISTRIBUTIONS
If we make a distribution with respect to our stock which is treated as a
distribution of property to shareholders under Section 301 of the Internal
Revenue Code of 1986, we will treat that distribution as a dividend to
shareholders under Section 316(a) of the Internal Revenue Code of 1986 to the
extent of our current and accumulated earnings and profits. A distribution that
is treated as a dividend to a shareholder is included in the shareholder's
gross income under Section 61(a) and Section 301(c) of the Internal Revenue
Code of 1986. The amount of a distribution in excess of our current and
accumulated earnings and profits will be treated, first, as a tax-free return
of capital which will reduce the shareholder's adjusted tax basis in our common
stock, and any amount in excess of such adjusted tax basis will be taxable as
capital gain.
In the case of a shareholder which is a corporate taxpayer, the amount of a
distribution that is treated as a dividend is generally eligible for the
dividends-received deduction under Section 243 of the Internal Revenue Code of
1986.
We are required under Section 3406 of the Internal Revenue Code of 1986 to
withhold 31% of the amount of any dividend distributed to a shareholder who
does not provide its taxpayer identification number to us on IRS Form W-8 or
IRS Form W-9, as appropriate, or a substitute Form W-8 or Form W-9.
CAPITAL GAIN OR LOSS
A shareholder will recognize capital gain or loss in connection with the sale
or other disposition of our common stock equal to the amount realized from such
sale or other disposition less the shareholder's basis in such stock. That gain
or loss will be treated as long-term capital gain or loss if the shareholder
held such stock for more than one year. The gain or loss will be treated as
short-term capital gain or loss if the shareholder held such stock for one year
or less.
Capital losses are deductible for tax purposes subject to certain limitations.
A shareholder other than a corporate taxpayer may deduct capital losses only to
the extent of capital gains realized in the same tax year plus the lower of
$3,000 or the excess of such shareholder's capital losses over capital gains.
To the extent a shareholder which is not a corporate taxpayer has additional
capital losses in excess of capital gains, the shareholder may carry over such
excess capital losses to each succeeding tax year until utilized. A shareholder
which is a corporate taxpayer may deduct capital losses only to the extent of
capital gains realized in the same tax year. To the extent a shareholder which
is a corporate taxpayer has capital losses in excess of capital gains, the
shareholder may carry back such excess three tax years and then may carry
forward any unutilized capital losses five tax years.
10
<PAGE> 13
LEGAL MATTERS
The validity of the issuance of the shares of common stock offered by this
prospectus will be passed upon for Rent-A-Center by Winstead Sechrest & Minick
P.C., Dallas, Texas.
EXPERTS
The financial statements and related schedules of Rent-A-Center, incorporated
in this prospectus by reference to the Annual Report on Form 10-K of
Rent-A-Center for the year ended December 31, 1998, have been audited by Grant
Thornton LLP, independent certified public accountants, as stated in their
reports included by reference in this prospectus. Such financial statements and
related schedules are incorporated in reliance on such reports given upon the
authority of the firm as experts in auditing and accounting.
11
<PAGE> 14
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS, AND, IF GIVEN OR MADE, YOU MUST NOT RELY UPON SUCH INFORMATION AS
HAVING BEEN AUTHORIZED BY RENT-A-CENTER. THIS PROSPECTUS DOES NOT CONSTITUTE AN
OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN
THE SECURITIES TO WHICH IT RELATES OR ANY OFFER TO SELL OR THE SOLICITATION OF
AN OFFER TO BUY SUCH SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR
SOLICITATION IS UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE
MADE UNDER THIS PROSPECTUS SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF RENT-A-CENTER SINCE
THE DATE OF THIS PROSPECTUS OR THAT THE INFORMATION CONTAINED IN THIS
PROSPECTUS IS CORRECT AS OF ANY TIME AFTER ITS DATE.
---------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
WHERE YOU CAN FIND MORE INFORMATION..................................1
INCORPORATION OF CERTAIN INFORMATION
BY REFERENCE................................................1
FORWARD-LOOKING STATEMENTS...........................................2
RENT-A-CENTER........................................................3
RECENT DEVELOPMENTS..................................................3
THE OFFERING.........................................................3
RISK FACTORS.........................................................4
USE OF PROCEEDS......................................................8
PLAN OF DISTRIBUTION.................................................8
CERTAIN FEDERAL INCOME
TAX CONSIDERATIONS..........................................9
LEGAL MATTERS.......................................................11
EXPERTS ...........................................................11
</TABLE>
260,000 SHARES
[LOGO]
RENT-A-CENTER, INC.
RENT-A-CENTER COMMON STOCK
--------------------------
P R O S P E C T U S
--------------------------
MAY ___, 1999
12
<PAGE> 15
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following is a statement of estimated expenses incurred by
Rent-A-Center in connection with the issuance and distribution of the
securities being registered pursuant to this registration statement, other than
underwriting discounts and commissions.
<TABLE>
<CAPTION>
AMOUNT
<S> <C>
SEC registration fee............................................ $ 2,400
National Association of Securities Dealers, Inc. filing fee..... -0-
Printing and engraving fees and expenses........................ 25,000
Legal fees and expenses......................................... 20,000
Accounting fees and expenses.................................... 2,000
Blue Sky fees and expenses...................................... -0-
Nasdaq National Market listing fee.............................. -0-
Miscellaneous................................................... 600
----------
Total.................................................. $ 50,000
</TABLE>
ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Delaware General Corporation Law ("DGCL")
Section 145(a) of the DGCL provides that a corporation may indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the corporation) by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.
Section 145(b) of the DGCL provides that a corporation may indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he is
or was a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation and except that no indemnification shall
be made in respect of any claim, issue or matter as to which such person shall
have been adjudged to be liable to the corporation unless and only to the
extent that the Court of Chancery or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Court
of Chancery or such other court shall deem proper.
Section 145(c) of the DGCL provides that to the extent that a
director, officer, employee or agent of a corporation has been successful on
the merits or otherwise in defense of any action, suit or proceeding referred
to in subsections (a) and (b) of Section 145, or in defense of any claim, issue
or matter therein, he shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection
therewith.
Section 145(d) of the DGCL provides that any indemnification under
subsections (a) and (b) of Section 145 (unless ordered by a court) shall be
made by the corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee or agent
is proper in the circumstances because he has met the applicable standard of
conduct set forth in subsections (a) and (b) of Section 145. Such determination
shall be made (1) by the board of directors by a majority vote of a quorum
consisting of directors who were not parties to such action, suit or
proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable,
if a quorum of disinterested directors so directs, by independent legal counsel
in a written opinion, or (3) by the stockholders.
II-1
<PAGE> 16
Section 145(e) of the DGCL provides that expenses (including
attorneys' fees) incurred by an officer or director in defending any civil,
criminal, administrative or investigative action, suit or proceeding may be
paid by the corporation in advance of the final disposition of such action,
suit or proceeding upon receipt of an undertaking by or on behalf of such
director or officer to repay such amount if it shall ultimately be determined
that he is not entitled to be indemnified by the corporation as authorized in
Section 145. Such expenses (including attorneys' fees) incurred by other
employees and agents may be so paid upon such terms and conditions, if any, as
the board of directors deems appropriate.
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
The Amended and Restated Certificate of Incorporation of Rent-A-Center
provides that a director of Rent-A-Center shall not be personally liable to
Rent-A-Center or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the company or its stockholders, (ii) for acts or occasions
not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) in respect of certain unlawful dividend payments or
stock purchases or redemptions or (iv) for any transaction from which the
director derived an improper personal benefit. If the DGCL is amended to
authorize the further elimination or limitation of the liability of directors,
then the liability of a director of Rent-A-Center, in addition to the
limitation on personal liability provided in the Amended and Restated
Certificate of incorporation, will be limited to the fullest extent permitted
by the DGCL, as amended. Further, any repeal or modification of such provision
of the Amended and Restated Certificate of Incorporation by the stockholders of
Rent-A-Center will be prospective only, and will not adversely affect any
limitation on the personal liability of a director of Rent-A-Center arising
from an act or omission occurring prior to the time of such repeal or
modification.
AMENDED AND RESTATED BYLAWS
The Amended and Restated Bylaws of Rent-A-Center provide that each
person who at any time is or was a director of Rent-A-Center, and is threatened
to be or is made a party to any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative, arbitrative or
investigative (a "Proceeding"), by reason of the fact that such person is or
was a director of Rent-A-Center, , or is or was serving at the request of
Rent-A-Center as a director, officer, partner, venturer, proprietor, member,
employee, trustee, agent or similar functionary of another domestic or foreign
corporation, partnership, joint venture, sole proprietorship, trust, employee
benefit plan or other for-profit or non-profit enterprise, whether the basis of
a Proceeding is alleged action in such person's official capacity or in another
capacity while holding such office, shall be indemnified and held harmless by
Rent-A-Center to the fullest extent authorized by the DGCL or any other
applicable law as may from time to time be in effect (but, in the case of any
such amendment or enactment, only to the extent that such amendment or statute
permits Rent-A-Center to provide broader indemnification rights than such law
prior to such amendment or enactment permitted Rent-A-Center to provide),
against all expense, liability and loss (including, without limitation, court
costs and attorneys' fees, judgments, fines, excise taxes or penalties, and
amounts paid or to be paid in settlement) actually and reasonably incurred or
suffered by such person in connection with a Proceeding, so long as a majority
of a quorum of disinterested directors, the stockholders or legal counsel
through a written opinion determines that such person acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best
interests of Rent-A-Center, and in the case of a criminal Proceeding, such
person had no reasonable cause to believe his conduct was unlawful. Such
indemnification shall continue as to a person who has ceased to serve in the
capacity which initially entitled such person to indemnity thereunder and shall
inure to the benefit of his or her heirs, executors and administrators. The
Amended and Restated Bylaws also contain certain provisions designed to
facilitate receipt of such benefits by any such persons, including the
prepayment of any such benefit.
Indemnification Agreements
Rent-A-Center has also entered into Indemnification Agreements
pursuant to which it has agreed to indemnify certain of its directors and
officers against judgments, claims, damages, losses and expenses incurred as a
result of the fact that any director or officer, in his capacity as such, is
made or threatened to be made a party to any suit or proceeding. Such persons
will be indemnified to the fullest extent now or hereafter permitted by the
DGCL. The Indemnification Agreements also provide for the advancement of
certain expenses to such directors and officers in connection with any such
suit or proceeding.
II-2
<PAGE> 17
Insurance
Rent-A-Center has obtained a directors' and officers' liability
insurance policy insuring its directors and officers against certain losses
resulting from wrongful acts committed by them in their capacities as directors
and officers of the Company, including liabilities arising under the Securities
Act.
II-3
<PAGE> 18
ITEM 16. EXHIBITS.
(1) Exhibits
<TABLE>
<CAPTION>
Exhibit
Number Exhibit Description
<S> <C>
1.1(1) -- Purchase Agreement, dated August 13, 1998, by and among
Renters Choice, Inc., Chase Securities Inc., Bear, Stearns &
Co. Inc., Credit Suisse First Boston Corporation and
NationsBanc Montgomery Securities LLC
2.1(2) -- Agreement and Plan of Reorganization dated May 15, 1996,
among Renters Choice, Inc., ColorTyme, Inc., and CT
Acquisition Corporation (Pursuant to the rules of the
Commission, the schedules and exhibits have been omitted.
Upon the request of the Commission, Renters Choice will
supplementally supply such schedules and exhibits to the
Commission.)
2.2(3) -- Asset Purchase Agreement, dated May 1, 1998, by and among
Renters Choice, Inc., Central Rents, Inc., Central Rents
Holding, Inc. and Banner Holdings, Inc. (Pursuant to the
rules of the Commission, the schedules and exhibits have
been omitted. Upon the request of the Commission, Renters
Choice will supplementally supply such schedules and
exhibits to the Commission.)
2.3(4) -- Letter Agreement, dated as of May 26, 1998, by and among
Renters Choice, Inc., Central Rents, Inc., Central Rents
Holding, Inc. and Banner Holdings, Inc. (Pursuant to the
rules of the Commission, the schedules and exhibits have
been omitted. Upon the request of the Commission, Renters
Choice will supplementally supply such schedules and
exhibits to the Commission.)
2.4(5) -- Stock Purchase Agreement, dated as of June 16, 1998, among
Renters Choice, Inc., Thorn International BV and Thorn plc
(Pursuant to the rules of the Commission, the schedules and
exhibits have been omitted. Upon the request of the
Commission, Rent-A-Center will supplementally supply such
schedules and exhibits to the Commission.)
4.1(6) -- Form of Certificate evidencing Rent-A-Center common stock
4.2(7) -- Certificate of Designations, Preferences and Relative Rights
and Limitations of Series A Preferred Stock of Renters
Choice, Inc.
4.3(8) -- Certificate of Designations, Preferences and Relative Rights
and Limitations of Series B Preferred Stock of Renters
Choice, Inc.
4.4(9) -- Indenture, dated as of August 18, 1998, by and among Renters
Choice, Inc., as Issuer, ColorTyme, Inc. and Rent-A-Center,
Inc., as Subsidiary Guarantors, and IBJ Schroder Bank &
Trust Company, as Trustee
4.5(10) -- Form of Certificate evidencing Series A Preferred Stock
4.6(11) -- Form of Exchange Note
4.7(12) -- First Supplemental Indenture, dated as of December 31, 1998,
by and among Renters Choice Inc., Rent-A-Center, Inc.,
ColorTyme, Inc., Advantage Companies, Inc. and IBJ Schroder
Bank & Trust Company, as Trustee.
5.1* -- Form of Opinion of Winstead Sechrest & Minick P.C. regarding
legality of the securities offered.
21.1(13) -- Subsidiaries of Registrant
23.1* -- Consent of Grant Thornton LLP
24.1* -- Power of Attorney (included on signature page of this S-3)
</TABLE>
- ----------
* Filed herewith
II-4
<PAGE> 19
(1) Incorporated herein by reference to Exhibit 1.1 to the registrant's Form
S-4 dated January 19, 1999 (File No. 333-65787)
(2) Incorporated herein by reference to Exhibit 2.1 to the registrant's
Current Report on Form 8-K dated May 15, 1996
(3) Incorporated herein by reference to Exhibit 2.1 to the registrant's
Current Report on Form 8-K dated May 28, 1998
(4) Incorporated herein by reference to Exhibit 2.2 to the registrant's
Current Report on Form 8-K dated May 15, 1996
(5) Incorporated herein by reference to Exhibit 2.9 to the registrant's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1998
(6) Incorporated herein by reference to Exhibit 4.1 to the registrant's Form
S-4 dated January 19, 1999 (File No. 333-65787)
(7) Incorporated herein by reference to Exhibit 4.2 to the registrant's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1998
(8) Incorporated herein by reference to Exhibit 4.3 to the registrant's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1998
(9) Incorporated herein by reference to Exhibit 4.4 to the registrant's Form
S-4 dated January 19, 1999 (File No. 333-65787)
(10) Incorporated herein by reference to Exhibit 4.5 to the registrant's Form
S-4 dated January 19, 1999 (File No. 333-65787)
(11) Incorporated herein by reference to Exhibit 4.6 to the registrant's Form
S-4 dated January 19, 1999 (File No. 333-65787)
(12) Incorporated herein by reference to Exhibit 4.7 to the registrant's Form
S-4 dated January 19, 1999 (File No. 333-65787)
(13) Incorporated herein by reference to Exhibit 21.1 to the registrant's Form
S-4 dated January 19, 1999 (File No. 333-65787)
ITEM 17. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes that insofar as
indemnification for liabilities arising under the Securities Act of 1933, as
amended (the "Act") may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim of
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
(b) The undersigned registrant hereby undertakes:
i) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
ii) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
iii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the SEC pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than 20
percent change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
registration statement;
iv) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;
II-5
<PAGE> 20
provided, however, that paragraphs (b)(1)(i) and (b)(1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8 or Form
F-3, and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
with or furnished to the SEC by the registrant pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement.
v) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
vi) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
vii) If the registrant is a foreign private issuer, to file a
post-effective amendment to the registration statement to include any
financial statements required by Rule 3-19 of this chapter at the
start of any delayed offering or throughout a continuous offering.
Financial statements and information otherwise required by Section
10(a)(3) of the Act need not be furnished, provided, that the
registrant includes in the prospectus, by means of a post-effective
amendment, financial statements required pursuant to this paragraph
(a)(4) and other information necessary to ensure that all other
information in the prospectus is at least as current as the date of
those financial statements. Notwithstanding the foregoing, with
respect to registration statements on Form F-3, a post-effective
amendment need not be filed to include financial statements and
information required by Section 10(a)(3) of the Act or Rule 3-19 of
this chapter if such financial statements and information are
contained in periodic reports filed with or furnished to the SEC by
the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference on
the Form F-3.
(c) The undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
(d) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act
of 1934) that is incorporated by reference in the registration statement shall
be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
II-6
<PAGE> 21
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Plano, State of Texas, on May 7, 1999.
RENT-A-CENTER, INC.
By: /s/ J. Ernest Talley
---------------------------------------
J. Ernest Talley
Chairman of the Board and Chief
Executive Officer
POWER OF ATTORNEY
We, the undersigned directors and officers of Rent-A-Center, Inc., do
hereby constitute and appoint J. Ernest Talley and Robert D. Davis, and each
and either of them, our true and lawful attorneys-in-fact and agents, to do any
and all acts and things in our names and on our behalf in our capacities as
directors and officers and to execute any and all instruments for us and in our
name in the capacities indicated below, which said attorneys and agents, or
either of them, may deem necessary or advisable to enable said Corporation to
comply with the Securities Act of 1933 and any rules, regulations and
requirements of the Securities and Exchange Commission, in connection with this
registration statement, or any registration statement for this offering that is
to be effective upon filing pursuant to Rule 462(b) under the Securities Act of
1933, including specifically, but without limitation, power and authority to
sign for us or any of us in our names in the capacities indicated below, any
and all amendments (including post-effective amendments) hereto; and we do
hereby ratify and confirm all that said attorneys and agents, or any of them,
shall do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------------------------- ----------------------------------------- ----------------------
<S> <C> <C>
/s/ J. Ernest Talley Chairman of the Board and Chief Executive
- --------------------------- Officer (Principal Executive Officer) May 7, 1999
J. Ernest Talley
/s/ Robert D. Davis Vice President-- Finance, Treasurer and May 7, 1999
- --------------------------- Chief Financial Officer (Principal Financial
Robert D. Davis and Accounting Officer)
/s/ Mark E. Speese Director May 7, 1999
- ---------------------------
Mark E. Speese
/s/ J. V. Lentell Director May 7, 1999
- ---------------------------
J.V. Lentell
/s/ Joseph V. Mariner, Jr. Director May 7, 1999
- ---------------------------
Joseph V. Mariner, Jr.
/s/ Rex W. Thompson Director May 7, 1999
- ---------------------------
Rex W. Thompson
Director
- ---------------------------
Laurence M. Berg
Director
- ---------------------------
Peter P. Copses
</TABLE>
II-7
<PAGE> 22
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Exhibit Description
- -------- -------------------
<S> <C>
1.1(1) -- Purchase Agreement, dated August 13, 1998, by and among
Renters Choice, Inc., Chase Securities Inc., Bear, Stearns &
Co. Inc., Credit Suisse First Boston Corporation and
NationsBanc Montgomery Securities LLC
2.1(2) -- Agreement and Plan of Reorganization dated May 15, 1996, among
Renters Choice, Inc., ColorTyme, Inc., and CT Acquisition
Corporation (Pursuant to the rules of the Commission, the
schedules and exhibits have been omitted. Upon the request of
the Commission, Renters Choice will supplementally supply such
schedules and exhibits to the Commission.)
2.2(3) -- Asset Purchase Agreement, dated May 1, 1998, by and among
Renters Choice, Inc., Central Rents, Inc., Central Rents
Holding, Inc. and Banner Holdings, Inc. (Pursuant to the rules
of the Commission, the schedules and exhibits have been
omitted. Upon the request of the Commission, Renters Choice
will supplementally supply such schedules and exhibits to the
Commission.)
2.3(4) -- Letter Agreement, dated as of May 26, 1998, by and among
Renters Choice, Inc., Central Rents, Inc., Central Rents
Holding, Inc. and Banner Holdings, Inc. (Pursuant to the rules
of the Commission, the schedules and exhibits have been
omitted. Upon the request of the Commission, Renters Choice
will supplementally supply such schedules and exhibits to the
Commission.)
2.4(5) -- Stock Purchase Agreement, dated as of June 16, 1998, among
Renters Choice, Inc., Thorn International BV and Thorn plc
(Pursuant to the rules of the Commission, the schedules and
exhibits have been omitted. Upon the request of the
Commission, Rent-A-Center will supplementally supply such
schedules and exhibits to the Commission.)
4.1(6) -- Form of Certificate evidencing Rent-A-Center common stock
4.2(7) -- Certificate of Designations, Preferences and Relative Rights
and Limitations of Series A Preferred Stock of Renters Choice,
Inc.
4.3(8) -- Certificate of Designations, Preferences and Relative Rights
and Limitations of Series B Preferred Stock of Renters Choice,
Inc.
4.4(9) -- Indenture, dated as of August 18, 1998, by and among Renters
Choice, Inc., as Issuer, ColorTyme, Inc. and Rent-A-Center,
Inc., as Subsidiary Guarantors, and IBJ Schroder Bank & Trust
Company, as Trustee
4.5(10) -- Form of Certificate evidencing Series A Preferred Stock
4.6(11) -- Form of Exchange Note
4.7(12) -- First Supplemental Indenture, dated as of December 31, 1998, by
and among Renters Choice Inc., Rent-A-Center, Inc., ColorTyme,
Inc., Advantage Companies, Inc. and IBJ Schroder Bank & Trust
Company, as Trustee.
5.1* -- Form of Opinion of Winstead Sechrest & Minick P.C. regarding
legality of the securities offered.
21.1(13) -- Subsidiaries of Registrant
23.1* -- Consent of Grant Thornton LLP
24.1* -- Power of Attorney (included on signature page of this S-3)
</TABLE>
- ------------
* Filed herewith
III-1
<PAGE> 23
(1) Incorporated herein by reference to Exhibit 1.1 to the registrant's Form
S-4 dated January 19, 1999 (File No. 333-65787)
(2) Incorporated herein by reference to Exhibit 2.1 to the registrant's
Current Report on Form 8-K dated May 15, 1996
(3) Incorporated herein by reference to Exhibit 2.1 to the registrant's
Current Report on Form 8-K dated May 28, 1998
(4) Incorporated herein by reference to Exhibit 2.2 to the registrant's
Current Report on Form 8-K dated May 15, 1996
(5) Incorporated herein by reference to Exhibit 2.9 to the registrant's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1998 (File
No. 333-65787)
(6) Incorporated herein by reference to Exhibit 4.1 to the registrant's Form
S-4 dated January 19, 1999
(7) Incorporated herein by reference to Exhibit 4.2 to the registrant's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1998
(8) Incorporated herein by reference to Exhibit 4.3 to the registrant's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1998
(9) Incorporated herein by reference to Exhibit 4.4 to the registrant's Form
S-4 dated January 19, 1999 (File No. 333-65787)
(10) Incorporated herein by reference to Exhibit 4.5 to the registrant's Form
S-4 dated January 19, 1999 (File No. 333-65787)
(11) Incorporated herein by reference to Exhibit 4.6 to the registrant's Form
S-4 dated January 19, 1999 (File No. 333-65787)
(12) Incorporated herein by reference to Exhibit 4.7 to the registrant's Form
S-4 dated January 19, 1999 (File No. 333-65787)
(13) Incorporated herein by reference to Exhibit 21.1 to the registrant's Form
S-4 dated January 19, 1999 (File No. 333-65787)
III-2
<PAGE> 1
EXHIBIT 5.1
Direct Dial: 745-5201
[email protected]
[WINSTEAD SECHREST & MINICK P.C. LETTERHEAD]
May ___, 1999
Rent-A-Center, Inc.
5700 Tennyson Parkway
Third Floor
Plano, Texas 75024
Re: Rent-A-Center, Inc. -- Registration Statement on Form S-3
relating to 260,000 shares of Common Stock
Ladies and Gentlemen:
We have acted as counsel for Rent-A-Center, Inc., a Delaware
corporation (the "Company"), in connection with the preparation of a
Registration Statement on Form S-3 (the "Registration Statement") filed with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended, relating to the registration of 260,000 shares of the Company's common
stock, par value $.01 per share (the "Shares") issuable by the Company pursuant
to certain outstanding options (the "Options").
In connection with this opinion, we have examined and relied upon such
records, documents, certificates and other instruments as in our judgment are
necessary or appropriate to form the basis for the opinions hereinafter set
forth. In all such examinations, we have assumed the genuineness of signatures
on original documents and the conformity to such original documents of all
copies submitted to us as certified, conformed or photographic copies, and as
to certificates of public officials, we have assumed the same to have been
properly given and to be accurate. As to matters of fact material to this
opinion, we have relied upon statements and representations of representatives
of the Company and of public officials.
The opinions expressed herein are limited in all respects to the
federal laws of the United States of America, the laws of the State of Texas
and the Delaware General Corporation Law, and no opinion is expressed with
respect to the laws of any other jurisdiction or any effect which such laws may
have on the opinions expressed herein. This opinion is limited to the matters
stated herein, and no opinion is implied or may be inferred beyond the matters
expressly stated herein.
<PAGE> 2
Rent-A-Center, Inc.
May ___, 1999
Page 2
Based upon and subject to the foregoing, we are of the opinion that:
(i) The Shares are duly authorized.
(ii) Upon the issuance of the Shares against payment therefor as
provided in the option agreements relating to the Options,
the Shares will be validly issued, fully paid and
nonassessable.
This opinion is given as of the date hereof, and we assume no
obligation to advise you after the date hereof of facts or circumstances that
come to our attention or changes in law that occur which could affect the
opinions contained herein. This letter is being rendered solely for the benefit
of the Company in connection with the matters addressed herein. This opinion
may not be furnished to or relied upon by any person or entity for any purpose
without our prior written consent.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the reference to us under the caption "Legal
Matters" in the Prospectus that is related to the Registration Statement.
Very truly yours,
WINSTEAD SECHREST & MINICK P.C.
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated February 16, 1999, accompanying the consolidated
financial statements of Rent-A-Center, Inc. and Subsidiaries appearing in the
1998 Annual Report on Form 10-K for the year ended December 31, 1998 which is
incorporated by reference in this Registration Statement on Form S-3 and
Prospectus. We consent to the incorporation by reference in this Registration
Statement on Form S-3 and Prospectus of the aforementioned report, and to the
use of our name as it appears under the caption "Experts".
/s/ GRANT THORNTON LLP
GRANT THORNTON LLP
Dallas, Texas
May 7, 1999
