0001571049-14-000971.txt : 20140328 0001571049-14-000971.hdr.sgml : 20140328 20140328135223 ACCESSION NUMBER: 0001571049-14-000971 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20140328 DATE AS OF CHANGE: 20140328 GROUP MEMBERS: BRIAN R. KAHN GROUP MEMBERS: KAHN CAPITAL MANAGEMENT, LLC, SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AARON'S INC CENTRAL INDEX KEY: 0000706688 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EQUIPMENT RENTAL & LEASING, NEC [7359] IRS NUMBER: 580687630 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-35010 FILM NUMBER: 14724836 BUSINESS ADDRESS: STREET 1: 309 E. PACES FERRY ROAD, N.E. STREET 2: (NONE) CITY: ATLANTA STATE: GA ZIP: 30305-2377 BUSINESS PHONE: 404-231-0011 MAIL ADDRESS: STREET 1: 309 E. PACES FERRY ROAD, N.E. STREET 2: (NONE) CITY: ATLANTA STATE: GA ZIP: 30305-2377 FORMER COMPANY: FORMER CONFORMED NAME: AARON RENTS INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Vintage Capital Management LLC CENTRAL INDEX KEY: 0001511498 IRS NUMBER: 272297824 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 4705 S APOPKA VINELAND ROAD SUITE 210 CITY: ORLANDO STATE: FL ZIP: 32819 BUSINESS PHONE: 407-909-8015 MAIL ADDRESS: STREET 1: 4705 S APOPKA VINELAND ROAD SUITE 210 CITY: ORLANDO STATE: FL ZIP: 32819 SC 13D/A 1 t1400560_sc-13d.htm AMENDMENT NO. 4 TO SCHEDULE 13D

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

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)

March 28, 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)   (b)  

(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)
(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)
(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)   (b)  

(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)
(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)
(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)   (b)  

(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)
(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)
(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. 4 (this “Amendment”) amends and supplements the Schedule 13D filed on February 7, 2014, as amended on February 28, 2014, March 7, 2014 and March 14, 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 March 28, 2014, Vintage Capital submitted a letter to the independent members of the Board of Directors of the Issuer. Also on March 28, 2014, Vintage Capital issued a press release containing the full text of such letter. The press release is attached to this Statement as Exhibit 6 and incorporated herein by reference.

Item 7. Material to be Filed as Exhibits.

Item 7 is amended to add the following:

 

Exhibit Number   Description
6   Press Release of Vintage Capital Management, LLC, dated March 28, 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: March 28, 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.

* Previously filed.

 

Page 7 of 7

 

EX-99.6 2 t1400560_ex-6.htm EXHIBIT 99.6

Exhibit 6

Vintage Capital Management Sends Letter to Aaron’s Independent Directors

Orlando, FL – March 28, 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 the independent directors of Aaron’s. In the letter, VCM appeals to Aaron’s Board of Directors to immediately correct Aaron’s illegal board structure and improve other governance failings. In addition, VCM strongly questions the business justification for shifting $7.5 million of annual costs from franchisees to Aaron’s shareholders, as this latest entrenchment action does nothing to fix Aaron’s business. Finally, the letter notes the comments of Aaron’s director John Schuerholz, who recently spoke to Aaron’s senior leaders on the topic of turning around a losing team.

The full text of the letter follows:

March 28, 2014

Aaron’s, Inc.

309 East Paces Ferry Road, N.E.

Atlanta, GA 30305-2377

Attn: Ray M. Robinson, Lead Director

Dear Independent Members of the Board of Directors of Aaron’s, Inc.:

On March 26, 2014, Aaron’s announced that its Board of Directors had adopted majority voting for directors in uncontested elections. This token step only highlights the substantial problems with Aaron’s governance practices and further demonstrates the need for change at Aaron’s.

As we have made clear in prior letters, Aaron’s governance failings go far beyond a lack of majority voting in uncontested director elections. For example, Aaron’s continues to have a “staggered board” despite the well-established and documented trend in favor of declassifying boards so that all directors are accountable to shareholders each year. This is for a simple reason: numerous studies have documented that staggered boards result in lower firm value. See Lucian A. Bebchuk & Alma Cohen, The Costs of Entrenched Boards, 78 Journal of Financial Economics 409 (2005); Olubunmi Faleye, Classified Boards, Firm Value, and Managerial Entrenchment, 83 Journal of Financial Economics 501 (2007).

Not content with just having a staggered board, Aaron’s has contrived a board structure that is actually illegal. Contrary to Georgia law and Aaron’s own bylaws, both of which clearly state that board classes should be divided as evenly as possible, Aaron’s nine member board is composed of one class of two directors, one class of three directors and one class of four directors. Having the three classes divided in this way is both illegal and illogical. The Board should immediately rebalance itself so that there are the same number of directors in each class. And if the Board was truly committed to acting in the best interests of shareholders, it should go one step further and give shareholders a binding opportunity to remove the staggered board at this year’s annual meeting.

We believe that Aaron’s governance problems have only served to perpetuate the larger business issues facing the company. For example, we recently noted that Aaron’s has engaged in another tactic that can only be described as a short-term desperation effort to buy

 

 
 

the support of certain constituencies at the expense of shareholders and the long-term health of the company’s business. We are, of course, referring to the decision announced this week—which we can only assume had the support of the Board of Directors given its financial impact—to suspend the $800 per month advertising fee charged to franchisees, with Aaron’s and its shareholders now bearing these costs. With 781 franchised stores, this decision shifts $7.5 million of annual costs from the franchisees directly to Aaron’s shareholders. What is this other than a bribe to muzzle the open revolt in Aaron’s franchise community? Yet again, Aaron’s shareholders are being forced to pay for management’s mistakes, which have resulted in tens of thousands of customer losses in 2014 alone at a cost to Aaron’s, its franchisees and its shareholders of tens of millions of dollars. Perhaps we could understand a decision to take $7.5 million from shareholders’ pockets if it was in support of a strategy to win back customers, but we will never understand a decision to impose a significant cost on shareholders that is not intended to fix the business. We’ve said it before, but it bears repeating: Aaron’s current management team is out of time.

At the manager’s meeting this week, we understand that John Schuerholz spoke about how to turn around a losing team. It is a sad commentary on the state of Aaron’s when one of its own directors stands before 2,300 of the company’s senior leaders and talks for 30 minutes about turning around a losing team. If Aaron’s is truly as strong as it has ever been—as management has repeatedly asserted—it is odd that Mr. Schuerholz would spend any time discussing turning around a loser and not focus instead on continuing to build a winner. We hope that each of you were present to hear Mr. Schuerholz’s remarks.

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.

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