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. 5)
RENT-A-CENTER, INC.
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
(Title of Class of Securities)
76 009N 10 0
(CUSIP Number)
JANUARY 30, 2002
(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))
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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 -0-
Shares Bene- ----------------------------------------------------
ficially
Owned by (6) Shared Voting Power -0-
Reporting ----------------------------------------------------
Person With
(7) Sole Dispositive Power -0-
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(8) Shared Dispositive Power -0-
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9) Aggregate Amount Beneficially Owned by Reporting Person -0-
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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) -0-
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12) Type of Reporting Person* IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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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, the Schedule 13G/A filed on February 14, 2001 and the
Schedule 13G/A filed on February 14, 2002 is hereby amended to reflect the
repurchase of the shares of Common Stock beneficially owned by Mr. Talley and
repurchased by the Company on January 30, 2002.
On January 30, 2002, the Company repurchased all of the 1,714,086
shares of Common Stock beneficially owned by Mr. Talley and his affiliates
pursuant to that certain Common Stock Purchase Agreement, dated as of October 8,
2001, by and among Mr. Talley, Mary Ann Talley, the Talley 1999 Trust and the
Company. As a result of such repurchase, Mr. Talley no longer beneficially owns
any shares of Common Stock.
Item 4 is hereby amended and restated to read as follows:
ITEM 4. OWNERSHIP:
Mr. Talley beneficially owns no shares of Common Stock of the Company.
Item 5 is hereby amended and restated to read as follows:
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [X].
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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 15, 2002 /s/ J. Ernest Talley
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J. Ernest Talley
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