UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
Aaron’s, Inc.
(Name of Issuer)
Common Stock, par value $0.50 per share
(Title of Class of Securities)
002535300
(CUSIP Number)
Vintage Capital Management, LLC
4705 S. Apopka Vineland Road, Suite 210
Orlando, FL 32819
(407) 909-8015
With a copy to:
Bradley L. Finkelstein
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304
(650) 493-9300
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
April 29, 2014
(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-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 § 240.13d-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 (“Act”) 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).
CUSIP No. 002535300 | 13D | |
(1) NAMES OF REPORTING PERSONS Vintage Capital Management, LLC |
||
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) o (b) o | ||
(3) SEC USE ONLY | ||
(4) SOURCE OF FUNDS (see instructions) OO | ||
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o | ||
(6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | (7) SOLE VOTING POWER | |
0 shares | ||
(8) SHARED VOTING POWER | ||
7,277,000 shares | ||
(9) SOLE DISPOSITIVE POWER | ||
0 shares | ||
(10) SHARED DISPOSITIVE POWER | ||
7,277,000 shares | ||
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,277,000 shares | ||
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) o | ||
(13) PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.1%* | ||
(14) TYPE OF REPORTING PERSON (see instructions) OO | ||
* Percentage calculated based on 71,977,000 shares of common stock, par value $0.50 per share, outstanding as of February 10, 2014, as reported in the Form 10-K for the fiscal year ended December 31, 2013 of Aaron’s, Inc.
Page 2 of 7 |
CUSIP No. 002535300 | 13D | |
(1) NAMES OF REPORTING PERSONS Kahn Capital Management, LLC |
||
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) o (b) o | ||
(3) SEC USE ONLY | ||
(4) SOURCE OF FUNDS (see instructions) OO | ||
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o | ||
(6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | (7) SOLE VOTING POWER | |
0 shares | ||
(8) SHARED VOTING POWER | ||
7,277,000 shares | ||
(9) SOLE DISPOSITIVE POWER | ||
0 shares | ||
(10) SHARED DISPOSITIVE POWER | ||
7,277,000 shares | ||
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,277,000 shares | ||
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) o | ||
(13) PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.1%* | ||
(14) TYPE OF REPORTING PERSON (see instructions) OO | ||
* Percentage calculated based on 71,977,000 shares of common stock, par value $0.50 per share, outstanding as of February 10, 2014, as reported in the Form 10-K for the fiscal year ended December 31, 2013 of Aaron’s, Inc.
Page 3 of 7 |
CUSIP No. 002535300 | 13D | |
(1) NAMES OF REPORTING PERSONS Brian R. Kahn |
||
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) o (b) o | ||
(3) SEC USE ONLY | ||
(4) SOURCE OF FUNDS (see instructions) OO | ||
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o | ||
(6) CITIZENSHIP OR PLACE OF ORGANIZATION United States of America | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | (7) SOLE VOTING POWER | |
0 shares | ||
(8) SHARED VOTING POWER | ||
7,277,000 shares | ||
(9) SOLE DISPOSITIVE POWER | ||
0 shares | ||
(10) SHARED DISPOSITIVE POWER | ||
7,277,000 shares | ||
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,277,000 shares | ||
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) o | ||
(13) PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.1%* | ||
(14) TYPE OF REPORTING PERSON (see instructions) IN | ||
* Percentage calculated based on 71,977,000 shares of common stock, par value $0.50 per share, outstanding as of February 10, 2014, as reported in the Form 10-K for the fiscal year ended December 31, 2013 of Aaron’s, Inc.
Page 4 of 7 |
Explanatory Note
This Amendment No. 6 (this “Amendment”) amends and supplements the Schedule 13D filed on February 7, 2014, as amended on February 28, 2014, March 7, 2014, March 14, 2014, March 28, 2014 and April 17, 2014 (as amended, the “Schedule 13D”), by the Reporting Persons relating to the Common Stock of the Issuer. Information reported in the Schedule 13D remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment. Capitalized terms used but not defined in this Amendment have the respective meanings set forth in the Schedule 13D. All references in the Schedule 13D and this Amendment to the “Statement” shall be deemed to refer to the Schedule 13D as amended and supplemented by this Amendment.
Items 4 and 7 of the Schedule 13D are hereby amended as follows:
Item 4. Purpose of Transaction.
Item 4 is hereby amended to add the following:
On April 29, 2014, Vintage Capital sent a letter to Ray Robinson, Chairman of Board of Directors of the Issuer. Also on April 29, 2014, Vintage Capital issued a press release containing the full text of that letter. The press release is attached to this Statement as Exhibit 9 and incorporated herein by reference.
Item 7. Material to be Filed as Exhibits.
Item 7 is amended to add the following:
Exhibit Number |
Description |
9 | Press Release of Vintage Capital Management, LLC, dated April 29, 2014. |
Page 5 of 7 |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: April 29, 2014
VINTAGE CAPITAL MANAGEMENT, LLC | ||||
By: | /s/ Brian R. Kahn | |||
Name: | Brian R. Kahn | |||
Title: | Manager | |||
KAHN CAPITAL MANAGEMENT, LLC | ||||
By: | /s/ Brian R. Kahn | |||
Name: | Brian R. Kahn | |||
Title: | Manager | |||
/s/ Brian R. Kahn | ||||
Brian R. Kahn |
Page 6 of 7 |
EXHIBIT INDEX
Exhibit Number |
Description |
1 | Joint Filing Agreement.* |
2 | Letter to the Board of Directors of Aaron’s, Inc., dated February 7, 2014.* |
3 | Letter to the Board of Directors of Aaron’s, Inc., dated February 28, 2014.* |
4 | Press Release of Vintage Capital Management, LLC, dated March 7, 2014.* |
5 | Press Release of Vintage Capital Management, LLC, dated March 14, 2014.* |
6 | Press Release of Vintage Capital Management, LLC, dated March 28, 2014.* |
7 | Complaint, filed in the United States District Court for the Northern District of Georgia on April 14, 2014.* |
8 | Press Release of Vintage Capital Management, LLC, dated April 17, 2014.* |
9 | Press Release of Vintage Capital Management, LLC, dated April 29, 2014. |
* Previously filed.
Page 7 of 7 |
Exhibit 9
Vintage Capital Rejects Standstill Proposal
by Aaron’s
—Encourages Board to Immediately Declassify—
ORLANDO, FL -- April 29, 2014 -- Vintage Capital Management LLC (together with its affiliates, “VCM”), the second largest shareholder of Aaron’s, Inc. (NYSE: AAN), today announced that it has delivered a letter to Aaron’s Chairman, Ray Robinson, rejecting Aaron’s proposal for a two year a standstill applicable to VCM and encouraging Aaron’s to, in the interest of good corporate governance, submit to shareholders a binding vote to declassify the Board of Directors at the 2014 Annual Meeting. The letter also confirms that Vintage will continue with its nomination of Brian R. Kahn and W. Kenneth Butler, Jr. to the two seats on the Board that are open for election at the 2014 Annual Meeting.
The full text of the letter follows:
April 29, 2014
Ray Robinson, Chairman
Aaron’s, Inc.
309 East Paces Ferry Road, NE
Atlanta, GA 30305-2377
Dear Ray:
Thank you for offering me a seat on the Aaron’s Board of Directors. I am pleased that the Aaron’s Nominating and Corporate Governance Committee has, in good faith, reviewed and approved my credentials and concluded that my business experience would reasonably be expected to enhance the Board. I am willing to consider your offer to join the Board as I am eager to help the Board create value for all shareholders, but I cannot accept your proposed two year standstill because that would not be in the best interests of Aaron’s shareholders. Should the Board change its mind about requiring a two year standstill, please let us know.
Meanwhile, I think our constructive discussions established a firm ground from which we can proceed. Besides establishing that I am a suitable candidate to stand for election at the Annual Meeting in June, we also established that if shareholders choose not to re-elect the incumbent nominees at the Annual Meeting, Aaron’s would not expand its Board and reappoint a director who was voted off the Board by its shareholders. Additionally, we established that Aaron’s is able and willing to declassify the Board so that all directors can stand for re-election by its shareholders on an annual basis, instead of once every three years as is currently the case. We would encourage you to amend your proxy statement to memorialize this willingness to declassify the Board by providing shareholders with a binding vote to declassify at the Annual Meeting.
We also understand your view that current Aaron’s franchisees would not be considered independent directors, and that the Board prefers to focus on adding independent directors to replace departing directors. We further understand that an election that asks shareholders to choose between a sitting CEO and a franchisee to hold a Board seat could increase the damaged relations that already exist between management and the franchisee community. Since you now only have two seats up for election at this year’s Annual Meeting, and since you have already vetted and approved my candidacy for one of those seats, we will agree not to put Aaron’s or its franchisees in that uncomfortable position of fighting between themselves for whether or not a franchisee should be elected to the second seat. Rather, Ken Butler will stand as our nominee for the second seat at the Annual Meeting.
Very truly yours,
/s/ Brian R. Kahn
Brian R. Kahn
Managing Member
Vintage Capital Management, LLC
Additional Information and Where to Find It
Vintage Capital Management, LLC (“VCM”), collectively with Kahn Capital Management (“KCM”), W. Kenneth Butler, Jr., Matthew E. Avril, Spencer S. Smith, Thomas R. Bernau and Brian R. Kahn, are participants in the solicitation of proxies from shareholders in connection with the 2014 Annual Meeting of Shareholders (the “Annual Meeting”) of Aaron's, Inc. (the “Company”). VCM intends to file a proxy statement (the “2014 Proxy Statement”) with the Securities and Exchange Commission (the “SEC”) in connection with the solicitation of proxies for the Annual Meeting.
VCM, KCM and Mr. Kahn may be deemed to beneficially own 7,277,000 shares of the Company's common stock, representing approximately 10.1% of the Company's common stock. None of the other participants owns in excess of 1% of the Company's common stock. Additional information regarding such participants, including their direct or indirect interests, by security holdings or otherwise, will be included in the 2014 Proxy Statement and other relevant documents to be filed with the SEC in connection with the Annual Meeting. On February 7, 2014, VCM submitted an offer to acquire the Company for $30.50 per share in cash. On April 17, 2014, VCM withdrew that offer.
Promptly after filing its definitive 2014 Proxy Statement with the SEC, VCM intends to mail the definitive 2014 Proxy Statement and a WHITE proxy card pursuant to applicable SEC rules. SHAREHOLDERS ARE URGED TO READ THE 2014 PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT THE COMPANY WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Shareholders may obtain, free of charge, copies of the definitive 2014 Proxy Statement and any other documents filed by VCM with respect to the Company with the SEC in connection with the Annual Meeting at the SEC's website (http://www.sec.gov) or by writing to Vintage Capital Management, LLC, 4705 S. Apopka Vineland Road, Suite 210, Orlando, FL 32819.
About Vintage Capital Management, LLC
Vintage Capital Management, LLC (“VCM”) is a value-oriented, operations-focused private and public equity investor specializing in the aerospace & defense, manufacturing and consumer sectors with a 15-year track record of consistently successful returns. VCM adheres strictly to a capital preservation approach defined by its commitment to control (economic or otherwise); vigilant analysis; structural advantages; and partnership with successful operators well known to VCM.
Contact
Brian R. Kahn
Vintage Capital Management, LLC
(407) 909-8015
bkahn@vintcap.com