Page 1 of 6
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)
CONN'S, INC.
(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE PER SHARE
(Title of Class of Securities)
208242 10 7
(CUSIP Number)
JANUARY 31, 2005
(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)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required in 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 (the "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. 208242 10 7 Page 2 of 6
1. Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only).
Thomas J. Frank, Sr.
-------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
-------------------------------------------------------------------------------
3. SEC Use Only
-------------------------------------------------------------------------------
4. Citizenship or Place of Organization
United States
-------------------------------------------------------------------------------
5. Sole Voting Power
1,201,452(1)
NUMBER OF ------------------------------------------------------------
SHARES 6. Shared Voting Power
BENEFICIALLY 0
OWNED BY ------------------------------------------------------------
EACH 7. Sole Dispositive Power
REPORTING 1,201,452(1)
PERSON ------------------------------------------------------------
WITH 8. Shared Dispositive Power
0
-------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,201,452(1)
-------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) [ ]
-------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row 9
5.2%(2)
-------------------------------------------------------------------------------
12. Type of Reporting Person (See Instructions)
IN
-------------------------------------------------------------------------------
(1) Includes (a) 460,143 shares of common stock held by the TJF Retained
Annuity Trust #2, of which Mr. Frank is the sole trustee, (b) 11,300 shares of
common stock that may be acquired upon the exercise of options that currently
are exercisable or will become exercisable within the next 60 days and (c)
28,500 shares held by the Thomas Joseph Frank Foundation of which Mr. Frank is
the sole member, holding 100% of the issued and outstanding membership
interests, the President and one of three directors. Mr. Frank disclaims
beneficial ownership of the shares held by the foundation.
CUSIP No. 208242 10 7 Page 3 of 6
(2) Based on a total of 23,219,503 shares of common stock comprised of (a)
23,208,203 shares of common stock outstanding as of November 30, 2004 as
reported in the most recent Conn's, Inc. Quarterly Report on Form 10-Q for the
quarterly period ended October 31, 2004 and (b) 11,300 shares of common stock
that are subject to stock options that are either currently exercisable or
exercisable within 60 days that are deemed outstanding for the purpose of
computing the percentage of outstanding shares owned by Mr. Frank.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 208242 10 7 Page 4 of 6
ITEM 1(A). NAME OF ISSUER:
Conn's, Inc.
ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
3295 College Street, Beaumont, Texas 77701
ITEM 2(A). NAME OF PERSON FILING:
Thomas J. Frank, Sr.
ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
3295 College Street, Beaumont, Texas 77701
ITEM 2(C). CITIZENSHIP:
United States
ITEM 2(D). TITLE OF CLASS OF SECURITIES:
Common Stock, $0.01 par value per share
ITEM 2(E). CUSIP NUMBER:
208242 10 7
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B) OR 13D-2(B)
OR (C), CHECK WHETHER THE PERSON FILING IS A:
Not Applicable
CUSIP No. 208242 10 7 Page 5 of 6
ITEM 4. OWNERSHIP
(a) Amount beneficially owned: 1,201,452(1)
(b) Percent of class: 5.2%(2)
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
1,201,452(1)
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the
disposition of: 1,201,452(1)
(iv) Shared power to dispose or to direct the
disposition of: 0
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not Applicable
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
Not Applicable
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY OR CONTROL PERSON
Not Applicable
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not Applicable
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not Applicable
ITEM 10. CERTIFICATIONS
Not Applicable
---------
(1) Includes (a) 460,143 shares of common stock held by the TJF Retained
Annuity Trust #2, of which Mr. Frank is the sole trustee, (b) 11,300
shares of common stock that may be acquired upon the exercise of
options that currently are exercisable or will become exercisable
within the next 60 days and (c) 28,500 shares held by the Thomas
Joseph Frank Foundation of which Mr. Frank is the sole member, holding
100% of the issued and outstanding membership interests, the President
and one of three directors. Mr. Frank disclaims beneficial ownership
of the shares held by the foundation.
(2) Based on a total of 23,219,503 shares of common stock comprised of (a)
23,208,203 shares of common stock outstanding as of November 30, 2004
as reported in the most recent Conn's, Inc. Quarterly Report on Form
10-Q for the quarterly period ended October 31, 2004 and (b) 11,300
shares of common stock that are subject to stock options that are
either currently exercisable or exercisable within 60 days that are
deemed outstanding for the purpose of computing the percentage of
outstanding shares owned by Mr. Frank.
CUSIP No. 208242 10 7 Page 6 of 6
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.
Date: March 14, 2005
/s/ Thomas J. Frank, Sr.
---------------------------------------
Thomas J. Frank, Sr.