SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
Amendment No. 10
Rent-A-Center, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
76009N 10 0
(CUSIP Number)
John F. Hartigan, Esq.
Morgan, Lewis & Bockius LLP
300 S. Grand Avenue
Los Angeles, CA 90071
(213) 612-2500
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
November 10, 2003
(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(e), 13d-1(f) or 13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| 1. | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION OF ABOVE PERSON
Apollo Investment Fund IV, L.P. |
|||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x |
|||
| 3. | SEC USE ONLY
|
|||
| 4. | SOURCE OF FUNDS
OO |
|||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
¨ | ||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. SOLE VOTING POWER
8. SHARED VOTING POWER
10,742,164 shares of Common Stock 9. SOLE DISPOSITIVE POWER
10. SHARED DISPOSITIVE POWER
10,742,164 shares of Common Stock | |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,742,164 shares of Common Stock |
|||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
x
| ||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.3% |
|||
| 14. | TYPE OF REPORTING PERSON
PN |
|||
| CUSIP No. 76 009N 10 0 | 13D | Page 2 of 6 |
| 1. | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION OF ABOVE PERSON
Apollo Overseas Partners IV, L.P. |
|||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x |
|||
| 3. | SEC USE ONLY
|
|||
| 4. | SOURCE OF FUNDS
OO |
|||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
¨ | ||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
|||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. SOLE VOTING POWER
8. SHARED VOTING POWER
576,407 shares of Common Stock 9. SOLE DISPOSITIVE POWER
10. SHARED DISPOSITIVE POWER
576,407 shares of Common Stock | |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
576,407 shares of Common Stock |
|||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
x
| ||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.7% |
|||
| 14. | TYPE OF REPORTING PERSON
PN |
|||
| CUSIP No. 76 009N 10 0 | 13D | Page 3 of 6 |
| 1. | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION OF ABOVE PERSON
Apollo Advisors IV, L.P. |
|||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x |
|||
| 3. | SEC USE ONLY
|
|||
| 4. | SOURCE OF FUNDS
OO |
|||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
¨ | ||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. SOLE VOTING POWER
8. SHARED VOTING POWER
11,318,571 shares of Common Stock 9. SOLE DISPOSITIVE POWER
10. SHARED DISPOSITIVE POWER
11,318,571 shares of Common Stock | |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,318,571 shares of Common Stock |
|||
| 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% |
|||
| 14. | TYPE OF REPORTING PERSON
PN |
|||
| CUSIP No. 76 009N 10 0 | 13D | Page 4 of 6 |
This Amendment No. 10 to Schedule 13D supplements and amends the following items of the Statement on Schedule 13D of Apollo Investment Fund IV, L.P., Apollo Overseas Partners IV, L.P. and Apollo Advisors IV, L.P. (the “Reporting Persons”) originally filed on August 17, 1998, Amendment No. 1 filed on August 27, 1998, Amendment No. 2 filed on October 8, 2001, Amendment No. 3 filed on May 14, 2002, Amendment No. 4 filed on June 3, 2002, Amendment No. 5 filed on August 6, 2002, Amendment No. 6 filed on April 30, 2003, Amendment No. 7 filed on June 11, 2003, Amendment No. 8 filed on July 2, 2003, and Amendment No. 9 filed on July 11, 2003 with respect to the shares of common stock, par value $.01 per share (the “Common Stock”), of Rent-A-Center, Inc. (“Rent-A-Center” or the “Issuer”).
Responses to each item of this Schedule, as applicable, are incorporated by reference into the response to each other item.
| Item 1. | Security and Issuer |
| Item 2. | Identity and Background |
| Item 3. | Source and Amount of Funds or Other Consideration |
| Item 4. | Purpose of Transaction |
| Item 5. | Interest in Securities of the Issuer |
Item 5 is hereby amended by deleting it in its entirety and substituting the following therefor:
The Reporting Persons beneficially own two shares of Series C Preferred Stock. Each share of Series C Preferred Stock is convertible into approximately 90.65 shares of Common Stock for an aggregate of 180 shares of Common Stock. Assuming the conversion of all of the shares of Series C Preferred Stock beneficially owned by the Reporting Persons as of the date hereof and the sale of the shares of Common Stock as reported in Item 5(c), the Reporting Persons would beneficially own an aggregate of 11,318,571 shares of Common Stock, which would represent approximately 14.0% of the outstanding Common Stock of the Issuer. Beneficial ownership of such shares was acquired as described in Item 3 and Item 4. The amount of Common Stock reported as beneficially owned by the Reporting Persons reflects a 5-for-2 stock split effected on August 29, 2003 as a stock dividend of 1.5 shares for each share of outstanding Common Stock.
(a) See the information contained on the cover pages to this Amendment No. 10 to Schedule 13D which is incorporated herein by reference.
(b) See the information contained on the cover pages to this Amendment No. 10 to Schedule 13D which is incorporated herein by reference.
(c) On November 10, 2003, AIFIV and Overseas IV sold an aggregate of 2,750,000 shares of Common Stock at a price of $32.14 per share in a block sale which is expected to settle on November 14, 2003. There have been no other reportable transactions with respect to the Common Stock of the Issuer within the last 60 days by the Reporting Persons, except as described in this Amendment No. 10 to Schedule 13D.
(d) Not applicable.
(e) Not applicable.
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
| Item 7. | Material to Be Filed as Exhibits |
Page 5 of 6
SIGNATURES
After reasonable inquiry and to the best knowledge and belief of each of the undersigned, each of the undersigned certifies that the information set forth in this statement with respect to such person is true, complete and correct.
| Date: November 12, 2003 |
APOLLO INVESTMENT FUND IV, L.P. | |||||||||||
| By: | APOLLO ADVISORS IV, L.P. | |||||||||||
| Its General Partner | ||||||||||||
| By: |
APOLLO CAPITAL MANAGEMENT IV, INC. | |||||||||||
| Its General Partner | ||||||||||||
| By: |
/s/ PATRICIA M. NAVIS | |||||||||||
| Patricia M. Navis Vice President | ||||||||||||
| Date: November 12, 2003 |
APOLLO OVERSEAS PARTNERS IV, L.P. | |||||||||||
| By: | APOLLO ADVISORS IV, L.P. | |||||||||||
| Its Managing General Partner | ||||||||||||
| By: |
APOLLO CAPITAL MANAGEMENT IV, INC. | |||||||||||
| Its General Partner | ||||||||||||
| By: |
/s/ PATRICIA M. NAVIS | |||||||||||
| Patricia M. Navis Vice President | ||||||||||||
| Date: November 12, 2003 |
APOLLO ADVISORS IV, L.P. | |||||||||||
| By: | APOLLO CAPITAL MANAGEMENT IV, INC. | |||||||||||
| Its General Partner | ||||||||||||
| By: |
/s/ PATRICIA M. NAVIS | |||||||||||
| Patricia M. Navis Vice President | ||||||||||||