CUSIP No. 208242107

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

Conn’s Inc.

(Name of Issuer)

Common Stock, par value $.01 per share
(Title of Class of Securities)

208242107

David A. Knight
Stephens Investments Holdings LLC
111 Center Street

Little Rock, AR 72201
(501) 377-2573

to Receive Notices and Communications)

November 8, 2010

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box o.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

 

 

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SCHEDULE 13D

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Introductory Statement

     This Amendment No. 7 to Schedule 13D relates to the Common Stock, par value $.01 per share (the “Common Stock”), of Conn’s Inc., a Delaware corporation (the “Issuer”). This Amendment No. 7 amends and supplements (i) the statement originally filed on December 18, 2003 with the Securities and Exchange Commission (the “Commission”) by the reporting persons, (ii) Amendment No. 1 to the statement filed on June 2, 2004 with the Commission by the reporting persons, (iii) Amendment No. 2 to the statement filed on September 17, 2007 with the Commission by the reporting persons, (iv) Amendment No. 3 to the statement filed on February 1, 2008 with the Commission by the reporting persons, (v) Amendment No. 4 to the statement filed on October 8, 2008 with the Commission by the reporting persons, (vi) Amendment No. 5 to the statement filed on November 18, 2009 with the Commission by the reporting persons, and (vii) Amendment No. 6 to the statement filed on October 22, 2010 with the Commission by the reporting persons (collectively, the “Prior Filings” and collectively with this Amendment No. 7, this “Statement”). Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed thereto in the Prior Filings. Except as set forth below, there are no changes to the Prior Filings with respect to the reporting persons.

ITEM 4. PURPOSE OF TRANSACTION.

     Item 4 of the Statement is supplemented by adding the following:

     On November 8, 2010 the Issuer filed a prospectus supplement (the “Prospectus Supplement”) with the Commission in connection with the Issuer’s rights offering (the “Rights Offering”). The Prospectus Supplement states that shareholders of record as of 5 p.m. Eastern Time on November 1, 2010 received from the Issuer, at no charge, one subscription right for every share of Common Stock held by them as of the record date. Each subscription right represents the right to purchase shares of the Common Stock at a subscription price of $2.70 per share and consists of a basic subscription privilege and an oversubscription privilege. The basic subscription privilege entitles holders of subscription rights to purchase 0.41155 shares of the Common Stock at the subscription price for each subscription right held. The oversubscription privilege entitles holders of subscription rights who exercise their basic subscription privilege in full to purchase, at the subscription price, any shares that the other subscription rights holders do not purchase under their basic subscription privileges. As of the record date, the reporting persons collectively owned 5,364,775 shares of the Common Stock, representing approximately 23.8% of the outstanding shares.

     Certain affiliates of Stephens Inc. that own approximately 21.3% of the outstanding shares of Common Stock have indicated to the Issuer that it is their present intention to exercise their basic subscription privilege and oversubscription privilege in full, although they have not entered into a binding agreement to do so. Such affiliates are comprised of the following reporting persons: Warren A. Stephens Trust, Warren A. Stephens Grantor Trust, Harriet C. Stephens Trust, Warren and Harriet Stephens Childrens Trust, Warren Miles Amerine Stephens 95 Trust, Warren Miles Amerine Stephens Trust, John Calhoun Stephens 95 Trust, John Calhoun Stephens Trust, Laura Whitaker Stephens 95 Trust, Laura Whitaker Stephens Trust, Curtis F. Bradbury, Jr., Douglas H. Martin, Stephens Investment Partners 2000 LLC, Stephens Investments Holdings LLC, Stephens Inc., and WAS Conn’s Annuity Trust One. If all of such persons exercise their basic subscription privilege in full, they will acquire, collectively, 1,975,307 additional shares of the Common Stock at a purchase price of $5,333,328.90. It is not known at this time how many additional shares, if any, such persons will be able to acquire pursuant to the anticipated exercise of their oversubscription privilege. Such persons have indicated to the Issuer that they do not intend to trade in the subscription rights, other than normal market making activities by Stephens Inc., which has agreed to serve as a market maker in the subscription rights.

     Stephens Inc. is acting as the Issuer’s financial advisor in connection with the Rights Offering and certain refinancing transactions contemplated by the Issuer which are described in the Prospectus Supplement. The terms and conditions of its engagement in that regard are set forth in the letter agreement attached as Exhibit 2 to this Amendment No. 7.

     Except as provided in Item 4 of this Statement, the reporting persons do not have any plans or proposals which relate to or would result in (i) any extraordinary corporate transactions involving the Issuer, or (ii) any of the other actions set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D.

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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

     Item 6 of the Statement is supplemented by incorporating the response to Item 4 above.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

Exhibit 1		Agreement to File Joint Schedule 13D
Exhibit 2		Letter Agreement Dated November 8, 2010 Between Conn’s, Inc. and Stephens Inc.

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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.

November 9, 2010                    
Date