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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
NationsRent, Inc.
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(Name of Issuer)
Common Stock, $0.01 par value
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(Title of Class of Securities)
638588 10 3
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(CUSIP Number)
Stephen K. Roddenberry, Esq.
Akerman, Senterfitt & Eidson, P.A.
One Southeast Third Avenue
Miami, Florida 33131
Tel. No. (305) 374-5600
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 16, 1998
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
statement because of Rule 13d-1(b)(3) or (4), check the following box: [ ]
(Continued on following pages)
(Page 1 of 4 Pages)
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SCHEDULE 13D
CUSIP NO. 638588 10 3 PAGE 2 OF 4
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NAME OF REPORTING PERSONS
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Don R. O'Neal
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
2
(b)[ ]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4
OO and PF
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
5 PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
Citizen of the United States of America
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SOLE VOTING POWER
7
NUMBER OF 3,402,910
SHARES --------------------------------------------
BENEFICIALLY SHARED VOTING POWER
OWNED BY 8
EACH -0-
REPORTING --------------------------------------------
PERSON SOLE DISPOSITIVE POWER
WITH 9
3,402,910
--------------------------------------------
SHARED DISPOSITIVE POWER
10
-0-
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
3,402,910
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
12 SHARES* [ ]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
6.2%
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TYPE OF REPORTING PERSON*
14
IN
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SCHEDULE 13D
CUSIP NO. 638588 10 3 PAGE 3 OF 4
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Don R. O'Neal hereby makes the following statement (this
"Statement") pursuant to Section 13(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), and the rules and regulations promulgated
thereunder. This Statement is an amendment to the Schedule 13D filed by Don R.
O'Neal reflecting the reportable event which occurred on October 30, 1998 (the
"Original Statement"). Capitalized terms not defined herein shall have the same
meaning ascribed to them in the Original Statement.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 is hereby amended and restated in its entirety to read as follows:
(a) and (b) As of December 16, 1998, Mr. O'Neal may be deemed to, directly or
indirectly, beneficially own in aggregate 3,402,910 shares of Common Stock
representing approximately 6.2% of the outstanding shares of Common Stock,
calculated in accordance with Rule 13d-3 under the Exchange Act (based on
55,020,452 shares of Common Stock issued and outstanding as of December 16,
1998). Mr. O'Neal has the sole power to vote and the sole power to dispose of
3,402,910 shares of Common Stock which he may be deemed to beneficially own,
directly or indirectly.
Mr. O'Neal disclaims beneficial ownership of 621,392 shares of
Common Stock of the Issuer owned by his wife, Elizabeth M. O'Neal.
(c) As of December 16, 1998, the RLOI Note was converted into 1,016,519 shares
of Common Stock, the ALLC Note was converted into 417,391 shares of Common
Stock, and the Trust Note was converted into 1,966,000 shares of Common Stock,
all at $7 3/16 per share. Except for the foregoing transactions and those
transactions described in the Original Statement, there have been no other
transactions in any securities in any securities of the Issuer by Mr. O'Neal
during the past 60 days.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Item 6 is hereby amended to add the following to the end of the paragraph:
In connection with his receipt of the RLOI Note and the ALLC Note, Mr. O' Neal
agreed not to offer, sell or otherwise encumber or dispose of any Common Stock
for a period of one year from October 23, 1998.
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PAGE 4 OF 4
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.
By: /s/ Don R. O'Neal
-----------------------------------------
Don R. O'Neal
Dated: December 28, 1998
