SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULES 13d-1(b), (c) AND (d) AND
AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b)
(AMENDMENT NO. 4)
RENT-A-CENTER, INC.
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
(Title of Class of Securities)
76 009N 10 0
(CUSIP Number)
DECEMBER 31, 2001
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X] Rule 13d-1(d)
(Continued on the following page(s))
Page 1 of 5
CUSIP No. 76 009N 10 0 13G/A Page 2 of 7 Pages
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1) Name of Reporting Person
I. R. S. Identification No. of Above Persons (entities only)
J. Ernest Talley
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2) Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [ ]
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3) SEC Use Only
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4) Citizenship or Place of Organization United States
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Number of (5) Sole Voting Power 1,406,981 (1)
Shares Bene- -------------------------------------------------
ficially
Owned by (6) Shared Voting Power 307,105 (2)
Reporting -------------------------------------------------
Person With
(7) Sole Dispositive Power 1,406,981 (1)
-------------------------------------------------
(8) Shared Dispositive Power 307,105 (2)
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9) Aggregate Amount Beneficially Owned by Reporting Person 1,714,086 (3)
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10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares* [X]
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11) Percent of Class Represented by Amount in Row (9) 6.5% (4)
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12) Type of Reporting Person* IN
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(1) Mr. Talley has sole voting and dispositive power with respect
to (i) 454,534 shares held directly by him, and (ii) 952,447
shares held by the Talley 1999 Trust, a trust organized under
the laws of the State of Texas, of which Mr. Talley is the
sole trustee.
(2) Represents shares held by Mary Ann Talley, Mr. Talley's
spouse.
(3) Mr. Talley beneficially owns (i) 454,534 shares held directly
by him, (ii) 307,105 shares held by Mr. Talley's spouse, Mary
Ann Talley, and (iii) 952,447 shares held by the Talley 1999
Trust, of which Mr. Talley serves as sole trustee.
(4) Assumes a total of 26,194,812 shares outstanding, based on the
amount reported in Rent-A-Center, Inc.'s most recent Quarterly
Report on Form 10-Q for the quarterly period ending September
30, 2001.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 5
CUSIP No. 76 009N 10 0 13G/A Page 3 of 7 Pages
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1) Name of Reporting Person
I. R. S. Identification No. of Above Persons (entities only)
Talley 1999 Trust
--------------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3) SEC Use Only
--------------------------------------------------------------------------------
4) Citizenship or Place of Organization Texas
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Number of (5) Sole Voting Power
Shares Bene- ---------------------------------------------------
ficially
Owned by (6) Shared Voting Power 952,447 (1)
Reporting ---------------------------------------------------
Person With
(7) Sole Dispositive Power
---------------------------------------------------
(8) Shared Dispositive Power 952,447 (1)
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9) Aggregate Amount Beneficially Owned by Reporting Person
--------------------------------------------------------------------------------
10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares* [ ]
--------------------------------------------------------------------------------
11) Percent of Class Represented by Amount in Row (9) 3.6% (2)
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12) Type of Reporting Person* OO
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(1) The Talley 1999 Trust has shared voting power with Mr. Talley,
who has sole power to vote, direct the vote, dispose or direct
the disposition of the 952,447 shares held by the Talley 1999
Trust by virtue of his position as sole trustee of the Talley
1999 Trust.
(2) Assumes a total of 26,194,812 shares outstanding.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 5
PRELIMINARY NOTE
The Schedule 13G filed with the Securities and Exchange Commission on
February 14, 1997 (the "Original Schedule 13G") on behalf of J. Ernest Talley in
connection with the common stock, par value $0.01 per share (the "Common Stock")
of Rent-A-Center, Inc., a Delaware corporation (the "Company"), as amended by
the Schedule 13G/A, filed on February 9, 1999, the Schedule 13G/A, filed on
September 14, 1999, and the Schedule 13G/A filed on February 14, 2001 is hereby
amended to reflect the number of shares beneficially held by Mr. Talley as of
December 31, 2001.
Item 2(a) is hereby amended and restated to read as follows:
ITEM 2(a). NAME OF PERSON FILING:
Mr. Talley and the Talley 1999 Trust (the "Trust") are making
this single, joint filing because they, together with Mrs. Talley, may
be deemed to constitute a "group" within the meaning of Section
13(d)(3) of the Act, although neither the fact of this amendment nor
anything contained herein shall be deemed an admission by Mr. Talley,
the Trust or Mrs. Talley that a group exists.
Item 4 is hereby amended and restated to read as follows:
ITEM 4. OWNERSHIP:
Mr. Talley beneficially owns 1,714,086 shares of Common Stock
of the Company (the "Shares"), approximately 6.5% of the Common Stock
outstanding, consisting of (i) 454,534 shares of Common Stock owned
directly by Mr. Talley, (ii) 307,105 shares of Common Stock held by Mr.
Talley's spouse, Mary Ann Talley, and (iii) 952,447 shares of Common
Stock held by the Trust, of which the Mr. Talley serves as sole trustee
with the sole power to vote, direct the vote, dispose or direct the
disposition of such shares. Mr. Talley disclaims beneficial ownership
pursuant to Rule 13d-4 under the Securities Exchange Act of 1934, as
amended, of an aggregate of 326,184 shares of Common Stock held by his
two sons, Mark A. Talley and Matthew D. Talley.
Page 4 of 5
SIGNATURE
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.
February 14, 2002 /s/ J. Ernest Talley
--------------------------------------
J. Ernest Talley
Talley 1999 Trust
/s/ J. Ernest Talley
--------------------------------------
Name: J. Ernest Talley
Title: Trustee
Page 5 of 5
EXHIBIT A
SCHEDULE 13G/A
JOINT FILING AGREEMENT
This agreement is dated as of February 14, 2002, by and between J.
Ernest Talley, an individual ("Mr. Talley") and the Talley 1999 Trust, a trust
organized under the laws of the State of Texas (the "Trust").
WHEREAS, pursuant to paragraph (k)(1) of Rule 13d-1 promulgated under
Section 13d(1) of the Securities Exchange Act of 1934, as amended (the "Act"),
the parties hereto have decided to satisfy their filing obligations under the
Act by a single joint filing;
NOW, THEREFORE, the undersigned do hereby agree as follows:
1. The Schedule 13G/A ("Schedule 13G/A") with respect to Rent-A-Center,
Inc., a Delaware corporation to which this is attached as Exhibit A is filed on
behalf of Mr. Talley and the Trust. The Trust hereby authorizes Mr. Talley to
file the Schedule 13G/A on its behalf.
2. Each of Mr. Talley and the Trust is responsible for the completeness
and accuracy of the information concerning such person or entity contained
therein; provided that each person or entity is not responsible for the
completeness or accuracy of the information concerning any other person or
entity making such filing.
IN WITNESS WHEREOF, the undersigned hereunto set their hands as of the
date first written above.
Talley 1999 Trust
/s/ J. Ernest Talley
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Name: J. Ernest Talley
Title: Trustee
/s/ J. Ernest Talley
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J. Ernest Talley