UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Aarons, 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)
February 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 persons 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 Aarons, 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 Aarons, 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 Aarons, Inc. |
Page 4 of 7
Explanatory Note
This Amendment No. 1 (this Amendment) amends and supplements the Schedule 13D filed on February 7, 2014 (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 amended as follows:
Item 4. Purpose of Transaction.
Item 4 is amended to add the following:
On February 28, 2014, Vintage Capital submitted a letter to the Board of Directors of the Issuer. The letter is attached to this Statement as Exhibit 3 and incorporated herein by reference.
Item 7. Material to be Filed as Exhibits.
Item 7 is amended to add the following:
Exhibit |
Description | |
3 | Letter to the Board of Directors of Aarons, Inc., dated February 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: February 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 |
Description | |
1 | Joint Filing Agreement.* | |
2 | Letter to the Board of Directors of Aarons, Inc., dated February 7, 2014.* | |
3 | Letter to the Board of Directors of Aarons, Inc., dated February 28, 2014. |
* | Previously filed. |
Page 7 of 7
Exhibit 3
VINTAGE CAPITAL MANAGEMENT, LLC
4705 S. Apopka Vineland Road, Suite 210 | Orlando, FL 32819
February 28, 2014
Aarons, Inc.
309 East Paces Ferry Road, N.E.
Atlanta, GA 30305-2377
Attn: Ronald W. Allen, Chairman, President and Chief Executive Officer
Dear Members of the Board of Directors of Aarons, Inc.:
It has now been three weeks since we made public our offer to acquire Aarons, Inc. (Aarons) for $30.50 per share in cash. During that time, we have not been contacted by anyone associated with Aarons to discuss our offer. Instead, the Board of Directors has focused on potentially silencing stockholders by (i) substantially accelerating the deadline for nominating directors at this years annual meeting; and (ii) making it dramatically more difficult for stockholders to hold the Board accountable at a special meeting. This lack of communication and entrenchment, when coupled with the complete lack of a definitive timeline for the Boards review and evaluation of our offer, raises troubling questions about the Boards willingnessor abilityto maximize stockholder value.
As an over 10% stockholder of Aarons, we believe strongly that immediate and decisive action is required to reverse the ongoing customer attrition and overall decline of Aarons business. We believe that Aarons has lost at least 50,000 more customers since January 1, 2014, making it imperative that the Board of Directors take decisive action now to stabilize the business and begin to restore this lost revenue. The Boards continued support for a management team that has consistently overpromised and underperformed is puzzling. Managements 2014 business plan appears to offer more of the same and, with the recent customer losses, already looks to be difficult to achieve. Stockholders are tired of being told to wait another year for the business to improve as customers continue to turn to other options.
From the very beginning of our discussions, we have been clear that we are uniquely positioned to acquire Aarons on an accelerated basis, and we remain willing to meet with the Board of Directors and its advisors at any time. We believe that our substantial familiarity with Aarons specifically and the Rent-to-Own business generally makes us the ideal partner to help write the next chapter of the Aarons story. We are proposing a fully-financed transaction that has the full support of our lenders; we are ready and willing to share with you the details of how our proposal will deliver immediate and certain value to Aarons stockholders. At the same time, we reiterate that we are prepared to participate in any transparent and legitimate value maximizing process that the Board of Directors commences.
Now that the Transaction Committee of the Board of Directors is constituted, we believe that it, together with its advisors, should immediately meet with us to seriously and thoughtfully discuss our offer. Our preference has always been for a negotiated transaction, and with access to private diligence materials, we believe that there may be an opportunity to increase our current offer, which is based on publicly disclosed information only. Having said that, your recent bylaw amendments may leave us no choice but to seek out new directors or take other actions in the near future to ensure that stockholders have a seat at the board table. We are committed to ensuring that stockholders have a fair opportunity to consider our offer.
Very truly yours,
/s/ Brian R. Kahn
Brian R. Kahn
Managing Member
Vintage Capital Management LLC
VINTAGE CAPITAL MANAGEMENT, LLC
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