SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(RULE 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1)
OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
RENT-A-CENTER, INC.
(Name of Subject Company (Issuer))
RENT-A-CENTER, INC. (ISSUER)
(Names of Filing Persons (Identifying Status as Offeror, Issuer or Other
Person))
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
76009N 10 0
(CUSIP Number of Class of Securities)
MARK E. SPEESE
CHAIRMAN OF THE BOARD
AND
CHIEF EXECUTIVE OFFICER
5700 TENNYSON PARKWAY
THIRD FLOOR
PLANO, TEXAS 75024
TELEPHONE: (972) 801-1100
(Name, Address and Telephone Numbers of Person
Authorized to Receive Notices and
Communications on Behalf of Filing Persons)
Copy to:
THOMAS W. HUGHES, ESQ.
WINSTEAD SECHREST & MINICK P.C.
1201 ELM STREET
5400 RENAISSANCE TOWER
DALLAS, TEXAS 75270
TELEPHONE: (214) 745-5201
CALCULATION OF FILING FEE
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TRANSACTION VALUATION* AMOUNT OF FILING FEE
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N/A* N/A*
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* A filing fee is not required in connection with this filing as it relates
solely to preliminary communications made before the commencement of a tender
offer.
[ ] Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting
fee was previously paid. Identify the previous filing by
registration statement number, or the Form or Schedule and the
date of its filing.
Amount Previously Paid: _____ Filing Party: ______
Form of Registration No.: _____ Date Filed: ______
[X] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
[ ] Check the appropriate boxes below to designate any
transactions to which the statement relates:
[ ] third-party tender offer subject to Rule 14d-1.
[X] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment
reporting the results of the tender offer: [ ]
SCHEDULE TO
This Tender Offer Statement on Schedule TO is filed by Rent-A-Center,
Inc., a Delaware corporation. This Schedule TO relates to preliminary
communications regarding Rent-A-Center's planned tender offer to purchase up to
2,200,000 shares, or such lesser number of shares as are properly tendered, of
its common stock, $0.01 par value per share, at a price not greater than $66.00
nor less than $60.00 per share, net to the seller in cash, without interest, as
specified by stockholders tendering their shares. This Tender Offer Statement on
Schedule TO is intended to satisfy the reporting requirements of Rule
13e-4(c)(1) under the Securities Exchange Act of 1934, as amended.
On April 25, 2003, Rent-A-Center issued two press releases containing
information about its intention to commence a modified "Dutch Auction" tender
offer to purchase up to 2,200,000 shares of its outstanding common stock. A copy
of the press releases is attached hereto as Exhibits (a)(5)(i) and (a)(5)(ii),
respectively.
Item 12. Exhibits.
(a)(5)(i) Press Release, dated April 25, 2003, Rent-A-Center, Inc. Announces
Plan to Refinance Its Senior Debt and Repurchase Shares.
(a)(5)(ii) Press Release, dated April 25, 2003, Rent-A-Center, Inc. Announces
Plans to Conduct Modifed Dutch Auction Tender Offer.
THIS SCHEDULE TO IS NOT AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER
TO SELL ANY SHARES OF RENT-A-CENTER'S COMMON STOCK. THE SOLICITATION OF OFFERS
TO BUY RENT-A-CENTER'S COMMON STOCK WILL BE MADE ONLY PURSUANT TO THE TENDER
OFFER DOCUMENTS, INCLUDING THE OFFER TO PURCHASE AND THE RELATED LETTER OF
TRANSMITTAL THAT THE COMPANY WILL BE DISTRIBUTING TO ITS STOCKHOLDERS AND FILING
WITH THE SECURITIES AND EXCHANGE COMMISSION. STOCKHOLDERS AND INVESTORS SHOULD
READ CAREFULLY THE OFFER TO PURCHASE AND RELATED MATERIALS WHEN THEY ARE
AVAILABLE BECAUSE THEY CONTAIN IMPORTANT INFORMATION. STOCKHOLDERS AND INVESTORS
MAY OBTAIN A FREE COPY (WHEN AVAILABLE) OF THE OFFER TO PURCHASE AND OTHER
DOCUMENTS THAT WILL BE FILED BY RENT-A-CENTER WITH THE SECURITIES AND EXCHANGE
COMMISSION AT THE SECURITIES AND EXCHANGE COMMISSION'S WEB SITE AT www.sec.gov
OR FROM RENT-A-CENTER. STOCKHOLDERS ARE URGED TO READ THESE MATERIALS CAREFULLY
BEFORE MAKING ANY DECISION WITH RESPECT TO THE TENDER OFFER.
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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(a)(5)(i)* Press Release, dated April 25, 2003, Rent-A-Center, Inc. Announces
Plan to Refinance Its Senior Debt and Repurchase Shares.
(a)(5)(ii)* Press Release, dated April 25, 2003, Rent-A-Center, Inc. Announces
Plans to Conduct Modifed Dutch Auction Tender Offer.
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* Filed herewith.
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