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10-K/A Filing
Aarons 10-K/A2006 FY Annual report (amended)
Filed: 14 Jan 08, 12:00am
þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
GEORGIA (State or other jurisdiction of incorporation or organization) | 58-0687630 (I.R.S. Employer Identification No.) | |
309 E. PACES FERRY ROAD, N.E. ATLANTA, GEORGIA (Address of principal executive offices) | 30305-2377 (Zip Code) |
NAME OF EACH EXCHANGE | ||
TITLE OF EACH CLASS | ON WHICH REGISTERED | |
Common Stock, $.50 Par Value | New York Stock Exchange | |
Class A Common Stock, $.50 Par Value | New York Stock Exchange |
SHARES OUTSTANDING AS OF | ||||
TITLE OF EACH CLASS | DECEMBER 31, 2007 | |||
Common Stock, $.50 Par Value | 45,338,542 | |||
Class A Common Stock, $.50 Par Value | 8,314,996 |
Cash | ||||||||||||
Dividends | ||||||||||||
Common Stock | High | Low | Per Share | |||||||||
December 31, 2006 | ||||||||||||
First Quarter | $ | 28.08 | $ | 20.82 | $ | .014 | ||||||
Second Quarter | 29.99 | 24.82 | .014 | |||||||||
Third Quarter | 27.57 | 22.17 | .014 | |||||||||
Fourth Quarter | 29.29 | 21.80 | .015 | |||||||||
December 31, 2005 | ||||||||||||
First Quarter | $ | 25.15 | $ | 19.20 | $ | .013 |
Cash | ||||||||||||
Dividends | ||||||||||||
Common Stock | High | Low | Per Share | |||||||||
Second Quarter | 25.29 | 17.38 | .013 | |||||||||
Third Quarter | 25.73 | 19.62 | .014 | |||||||||
Fourth Quarter | 23.00 | 18.90 | .014 |
Cash | ||||||||||||
Class A | Dividends | |||||||||||
Common Stock | High | Low | Per Share | |||||||||
December 31, 2006 | ||||||||||||
First Quarter | $ | 25.60 | $ | 19.20 | $ | .014 | ||||||
Second Quarter | 26.25 | 23.00 | .014 | |||||||||
Third Quarter | 24.83 | 20.25 | .014 | |||||||||
Fourth Quarter | 26.38 | 20.25 | .015 | |||||||||
December 31, 2005 | ||||||||||||
First Quarter | $ | 22.20 | $ | 17.20 | $ | .013 | ||||||
Second Quarter | 22.75 | 15.55 | .013 | |||||||||
Third Quarter | 23.60 | 19.30 | .014 | |||||||||
Fourth Quarter | 20.30 | 17.50 | .014 |
EXHIBIT NO. | DESCRIPTION OF EXHIBIT | |||
3.1 | Amended and Restated Articles of Incorporation of the Company, filed as Exhibit 3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 1996 (the “March 31, 1996 10-Q”), which exhibit is by this reference incorporated herein. | |||
3.2 | Amendment No. 1 dated May 8, 2003 to the Amended and Restated Articles of Incorporation, filed as Exhibit 3(c) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2003, which exhibit is by this reference incorporated herein. | |||
3.3 | Amendment No. 2 dated May 3, 2006 to the Amended and Restated Articles of Incorporation, filed as Exhibit 4(d) to the Company’s Registration Statement on Form S-3, Commission File No. 333-133913, filed with the Commission on May 9, 2006 (the “5/9/06 S-3”), which exhibit is by this reference incorporated herein. | |||
3.4 | Amendment No. 3 dated May 3, 2006 to the Amended and Restated Articles of Incorporation, filed as Exhibit 4(d) to the 5/9/06 S-3, which exhibit is by this reference incorporated herein. | |||
3.5 | Amended and Restated By-laws of the Company, filed as Exhibit 3(b) to the Company’s Current Report on Form 8-K filed with the Commission on November 15, 2007, which exhibit is by this reference incorporated herein. | |||
4 | See Exhibits 3.1 through 3.5. | |||
10.1 | Aaron Rents, Inc. 1996 Stock Option and Incentive Award Plan, filed as Exhibit 4(a) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 1998 (the “3/31/98 10-Q”), which exhibit is by this reference incorporated herein. * | |||
10.2 | Aaron Rents, Inc. Employees Retirement Plan and Trust, filed as Exhibit 4(a) to the Company’s Registration Statement on Form S-8, Commission File No. 33-62538, filed with the Commission on May 12, 1993, which exhibit is by this reference incorporated herein. * | |||
10.3 | Aaron Rents, Inc. 1990 Stock Option Plan, filed as Exhibit 4(a) to the Company’s Registration Statement on Form S-8, Commission File No. 33-62536, filed with the Commission on May 12, 1993, which exhibit is by this reference incorporated herein. * | |||
10.4 | Second Amended and Restated Revolving Credit and Term Loan Agreement, dated January 6, 1995, filed as Exhibit 10(a) to the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 1994, which exhibit is by this reference incorporated herein. | |||
10.5 | Third Amendment to Second Amended and Restated Revolving Credit and Term Loan Agreement, dated September 30, 1996, filed as Exhibit 10 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 1996, which exhibit is by reference incorporated herein. | |||
10.6 | Fifth Amendment to Second Amended and Restated Revolving Credit and Term Loan Agreement, |
EXHIBIT NO. | DESCRIPTION OF EXHIBIT | |||
dated December 17, 1997, filed as Exhibit 10(a) to the Company’s Annual Report on Form 10-K for the year ended December 31, 1997 (the “1997 10-K”), which exhibit is by this reference incorporated herein. | ||||
10.7 | Letter Agreements dated December 30, 1997 between SunTrust Bank, Atlanta and the Company, and Letter Agreements dated December 30, 1997 between First Chicago NBD and the Company regarding Interest Rate Swap Transactions, filed as Exhibit 10(b) to the 1997 10-K, which exhibit is by this reference incorporated herein. | |||
10.8 | Loan Facility Agreement and Guaranty by and among Aaron Rents, Inc., SunTrust Bank, Atlanta, as Servicer and each of the Participants Party Hereto, dated January 20, 1998, filed as Exhibit 10(a) to the 3/31/98 10-Q, which exhibit is by this reference incorporated herein. | |||
10.9 | Amendment Number One to Loan Facility Agreement and Guaranty dated as of March 13, 1998, filed as Exhibit 10(b) to the 3/31/98 10-Q, which exhibit is by this reference incorporated herein. | |||
10.10 | Amended and Restated Loan Facility Agreement and Guaranty and related Servicing Agreement dated as of November 3, 1999, filed as Exhibit 10(j) to the Company’s Annual Report on Form 10-K for the year ended December 31, 1999, which exhibit is by this reference incorporated herein. | |||
10.11 | Amended and Restated Loan Facility Agreement and Guaranty dated as of June 20, 2000, filed as Exhibit 10(k) to the Company’s Annual Report of Form 10-K for the year ended December 31, 2000 (the “2000 10-K”), which exhibit is by this reference incorporated herein. | |||
10.12 | Loan Facility Agreement and Guaranty by and among Aaron Rents, Inc. and SouthTrust Bank dated August 31, 2000, filed as Exhibit 10(l) to the 2000 10-K, which exhibit is by this reference incorporated herein. | |||
10.13 | Loan Agreement between Fort Bend County Industrial Development Corporation and Aaron Rents, Inc. relating to the Industrial Development Revenue Bonds (Aaron Rents, Inc. Project), Series 2000 dated October 1, 2000, filed as Exhibit 10(m) to the 2000 10-K, which exhibit is by this reference incorporated herein. | |||
10.14 | Letter of Credit and Reimbursement Agreement between Aaron Rents, Inc. and First Union National Bank dated as of October 1, 2000, filed as Exhibit 10(n) to the 2000 10-K, which exhibit is by this reference incorporated herein. | |||
10.15 | Term Loan Agreement among Aaron Rents, Inc. Puerto Rico as borrower, Aaron Rents, Inc. as Guarantor and SunTrust Bank as Administrative Agent dated November 21, 2000, filed as Exhibit 10(o) to the 2000 10-K, which exhibit is by this reference incorporated herein. | |||
10.16 | Revolving Credit Agreement among Aaron Rents, Inc. as borrower, Aaron Rents, Inc. Puerto Rico as co-borrower and SunTrust Bank as Administrative Agent dated March 30, 2001, filed as Exhibit 10(a) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2001 (the “3/31/01 10-Q”), which exhibit is by this reference incorporated herein. | |||
10.17 | Loan Facility Agreement and Guaranty by and among Aaron Rents, Inc. and SunTrust Bank and each of the Participants Party Hereto dated March 30, 2001, filed as Exhibit 10(b) to the Company’s 3/31/01 10-Q, which exhibit is by this reference incorporated herein. | |||
10.18 | Aaron Rents, Inc. 2001 Stock Option and Incentive Award Plan, filed as Exhibit 4(a) to the Company’s Registration Statement on Form S-8, Commission File No. 333-76026, filed with the Commission on December 28, 2001, which exhibit is by this reference incorporated herein. * |
EXHIBIT NO. | DESCRIPTION OF EXHIBIT | |||
10.19 | Amended and Restated Master Agreement by and among Aaron Rents, Inc., SunTrust Bank and SouthTrust Bank, dated October 31, 2001, filed as Exhibit 10(s) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001, which exhibit is by this reference incorporated herein. | |||
10.20 | Note Purchase Agreement between Aaron Rents, Inc. and certain other obligors and the purchasers dated as of August 15, 2002 and Form of Senior Note, filed as Exhibit 10(t) to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2002, which exhibit is by this reference incorporated herein. | |||
10.21 | Amendment Number Two to the Revolving Credit Agreement among Aaron Rents, Inc. as borrower, Aaron Rents, Inc. Puerto Rico as co-borrower and SunTrust Bank as Administrative Agent dated April 30, 2003, filed as Exhibit 10(u) to the Company’s Quarterly Report for the quarter ended March 31, 2003 (the “3/31/03 10-Q”), which exhibit is by this reference incorporated herein. | |||
10.22 | Amendment Number Two to the Loan Facility Agreement and Guaranty by and among Aaron Rents, Inc. and SunTrust Bank and each of the Participants Party Hereto dated April 30, 2003, filed as Exhibit 10(v) to the 3/31/03 10-Q, which exhibit is by this reference incorporated herein. | |||
10.23 | Amendment Number One to the Servicing Agreement by and between Aaron Rents, Inc. and SunTrust Bank dated April 30, 2003, filed as Exhibit 10(w) to the 3/31/03 10-Q, which exhibit is by this reference incorporated herein. | |||
10.24 | Third Amendment to Revolving Credit Agreement by and among Aaron Rents, Inc., Aaron Rents, Inc. Puerto Rico, the several banks and other financial institutions from time to time party thereto, SunTrust Bank, and Wachovia Bank, National Association, dated January 27, 2004, filed as Exhibit 10(x) to the Company’s Quarterly Report for the quarter ended March 31, 2004 (the “3/31/04 10-Q”), which exhibit is by this reference incorporated herein. | |||
10.25 | Third Amendment to Loan Facility and Guaranty by and among Aaron Rents, Inc., the several banks and other financial institutions from time to time party thereto, and SunTrust Bank dated January 27, 2004, filed as Exhibit 10(y) to the 3/31/04 10-Q, which exhibit is by this reference incorporated herein. | |||
10.26 | Revolving Credit Agreement by and among Aaron Rents, Inc as borrower, Aaron Rents, Inc. Puerto Rico, as co-borrower and SunTrust Bank as Agent and each of the Lenders Party Thereto dated May 28, 2004, filed as Exhibit 10(a) to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004 (the “6/30/04 10-Q”), which exhibit is by this reference incorporated herein. | |||
10.27 | Loan Facility Agreement and Guaranty by and among Aaron Rents, Inc. and SunTrust Bank as Servicer and each of the Participants Party Thereto dated May 28, 2004, filed as Exhibit 10(b) to the 6/30/04 10-Q, which exhibit is by this reference incorporated herein. | |||
10.28 | First Amendment to the Aaron Rents, Inc. 2001 Stock Option and Incentive Award Plan, filed as Exhibit 4(b) to the Company’s Registration Statement on Form S-8, Commission File No. 333-123426, filed with the Commission on March 18, 2005, which exhibit is by this reference incorporated herein. * | |||
10.29 | Note Purchase Agreement between Aaron Rents, Inc. and certain other obligors and the purchasers dated as of July 27, 2005 and Form of Senior Note, filed as Exhibit 10(ee) to the Company’s Current Report on Form 8-K, filed with the Commission on August 2, 2005 (the “8/2/05 8-K”), which exhibit is by this reference incorporated herein. |
EXHIBIT NO. | DESCRIPTION OF EXHIBIT | |||
10.30 | First Amendment and Waiver Agreement made as of May 28, 2004 to Note Purchase Agreement between Aaron Rents, Inc. and certain other obligors and the purchasers dated as of August 15, 2002 filed as Exhibit 10(ff) to the 8/2/05 8-K, which exhibit is by this reference incorporated herein. | |||
10.31 | Second Amendment made as of July 27, 2005 to Note Purchase Agreement between Aaron Rents, Inc. and certain other obligors and the purchasers dated as of August 15, 2002, filed as Exhibit 10(gg) to the 8/2/05 8-K, which exhibit is by this reference incorporated herein. | |||
10.32 | First Amendment made and entered into as of July 27, 2005 to Revolving Credit Agreement dated as of May 28, 2004 by and among Aaron Rents, Inc. and certain co-borrowers, the several banks and other financial institutions from time to time party thereto and SunTrust Bank as administrative agent, filed as Exhibit 10(hh) to the 8/2/05 8-K, which exhibit is by this reference incorporated herein. | |||
10.33 | Third Amendment made and entered into as of July 27, 2005 to Loan Facility Agreement and Guaranty dated as of May 28, 2004 by and among Aaron Rents, Inc. as sponsor, SunTrust Bank and each of the other lending institutions party thereto as participants, and SunTrust Bank as servicer, filed as Exhibit 10(ii) to the 8/2/05 8-K, which exhibit is by this reference incorporated herein. | |||
10.34 | First Amendment dated as of July 27, 2005 to Amended and Restated Master Agreement and Amended and Restated Lease Agreement dated as October 31, 2001, as amended, among Aaron Rents, Inc. as lessee, SunTrust Banks, Inc. as lessor, Wachovia Bank, National Association, as lender, and SunTrust Bank as lease participant and agent, filed as Exhibit 10(jj) to the 8/2/05 8-K, which exhibit is by this reference incorporated herein. | |||
10.35 | First Omnibus Amendment dated as of August 21, 2002, but effective as of October 31, 2001 to the Amended and Restated Master Agreement and Amended and Restated Lease Agreement dated as October 31, 2001, as amended, among Aaron Rents, Inc. as lessee, SunTrust Banks, Inc. as lessor, Wachovia Bank, National Association, as lender, and SunTrust Bank as lease participant and agent filed as Exhibit 10(kk) to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005 (the “9/30/05 10-Q”), which exhibit is by this reference incorporated herein. | |||
10.36 | First Amendment made and entered into as of September 27, 2004 to Loan Facility Agreement and Guaranty dated as of May 28, 2004 by and among Aaron Rents, Inc. as sponsor, SunTrust Bank and each of the other lending institutions party thereto as participants, and SunTrust Bank as servicer, filed as Exhibit 10(ll) to the 9/30/05 10-Q, which exhibit is by this reference incorporated herein. | |||
10.37 | Second Amendment made and entered into as of May 27, 2005 to Loan Facility Agreement and Guaranty dated as of May 28, 2004 by and among Aaron Rents, Inc. as sponsor, SunTrust Bank and each of the other lending institutions party thereto as participants, and SunTrust Bank as servicer, filed as Exhibit 10(mm) to the 9/30/05 10-Q, which exhibit is by this reference incorporated herein. | |||
10.38 | Fourth Amendment made and entered into as of February 27, 2006 to Loan Facility Agreement and Guaranty dated as of May 28, 2004 by and among Aaron Rents, Inc. as sponsor, SunTrust Bank and each of the other lending institutions party thereto as participants, and SunTrust Bank as servicer, filed as Exhibit 10(nn) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005 (the “2005 10-K”), which exhibit is by this reference incorporated herein. | |||
10.39 | Second Amendment made and entered into as of February 27, 2006 to Revolving Credit Agreement dated as of May 28, 2004 by and among Aaron Rents, Inc. and certain co-borrowers, the several banks and other financial institutions from time to time party thereto and SunTrust Bank as administrative agent, filed as Exhibit 10(oo) to the 2005 10-K, which exhibit is by this reference incorporated herein. | |||
10.40 | Consent Agreement made and entered into as of April 7, 2006 by and among Aaron Rents, Inc. as |
EXHIBIT NO. | DESCRIPTION OF EXHIBIT | |||
sponsor, SunTrust Bank and each of the other lending institutions party thereto as participants, and SunTrust Bank as servicer to form one or more Canadian Subsidiaries in one or more Canadian provinces, filed as Exhibit (pp) to the Company’s Quarterly Report on Form 10-Q for its quarter ended June 30, 2006 (the “6/30/06 10-Q”), which exhibit is incorporated by this reference. | ||||
10.41 | Consent Agreement made and entered into as of April 7, 2006 by and among Aaron Rents, Inc. and certain co-borrowers, the several banks and other financial institutions from time to time party thereto and SunTrust Bank as administrative agent to form one or more Canadian Subsidiaries in one or more Canadian provinces, filed as Exhibit (qq) to the 6/30/06 10-Q, which exhibit is by this reference incorporated herein. | |||
10.42 | Amendment to Option and Award Agreement under the Aaron Rents, Inc. 2001 Stock Option and Incentive Award Plan, filed with the Company’s Current Report on Form 8-K, filed with the Commission on December 22, 2006, which exhibit is incorporated by this reference, which exhibit is by this reference incorporated herein. * | |||
13 | Portions of the Aaron Rents, Inc. Annual Report to Shareholders for the year ended December 31, 2006. With the exception of information expressly incorporated herein by direct reference thereto, the Annual Report to Shareholders for the year ended December 31, 2006 is not deemed to be filed as part of this Annual Report on Form 10-K. + | |||
21 | Subsidiaries of the Registrant, filed as part of this Annual Report on Form 10-K. + | |||
23 | Consent of Ernst & Young LLP. + | |||
31.1 | Certification of Chief Executive Officer, pursuant to Rules 13a-14(a)/15d-14(a). | |||
31.2 | Certification of Chief Financial Officer, pursuant to Rules 13a-14(a)/15d-14(a). | |||
32.3 | Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. + | |||
32.4 | Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. + |
* | Management contract or compensatory plan or arrangement | |
+ | Filed with original filing of this report. |
AARON RENTS, INC. | ||||
By: | /s/ GILBERT L. DANIELSON | |||
Gilbert L. Danielson | ||||
Executive Vice President, Chief Financial Officer |