Amendment No 10 to Schedule 13D

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, A19Q85bo2cYHB7Khp7rBeMxS+QISNqGPwbxAcwDxirIkhc1y+P6qKrKg1p6dQrm2 zIpLEer0uN+xZpQEukstKA== 0001193125-03-078306.txt : 20031112 0001193125-03-078306.hdr.sgml : 20031111 20031112145653 ACCESSION NUMBER: 0001193125-03-078306 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20031112 GROUP MEMBERS: APOLLO ADVISORS IV, L. P. GROUP MEMBERS: APOLLO OVERSEAS PARTNERS IV, L. P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RENT A CENTER INC DE CENTRAL INDEX KEY: 0000933036 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EQUIPMENT RENTAL & LEASING, NEC [7359] IRS NUMBER: 481024367 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-49993 FILM NUMBER: 03993215 BUSINESS ADDRESS: STREET 1: 5700 TENNYSON PARKWAY STREET 2: THIRD FLOOR CITY: PLANO STATE: TX ZIP: 75024 BUSINESS PHONE: 2144192613 MAIL ADDRESS: STREET 1: 5700 TENNYSON PARKWAY STREET 2: THIRD FLOOR CITY: PLANO STATE: TX ZIP: 75024 FORMER COMPANY: FORMER CONFORMED NAME: RENTERS CHOICE INC DATE OF NAME CHANGE: 19941128 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: APOLLO INVESTMENT FUND IV LP CENTRAL INDEX KEY: 0001068331 IRS NUMBER: 133985622 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: TWO MANHATTANVILLE ROAD CITY: PURCHASE STATE: NY ZIP: 10577 BUSINESS PHONE: 3102014100 MAIL ADDRESS: STREET 1: TWO MANHATTANVILLE ROAD CITY: PURCHASE STATE: NY ZIP: 10577 SC 13D/A 1 dsc13da.htm AMENDMENT NO 10 TO SCHEDULE 13D Amendment No 10 to Schedule 13D

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

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

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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

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

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

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