<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. _____)
NATIONSRENT, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
638588 10 3
(CUSIP Number)
BEE-ANN BENSON
J.P. MORGAN CAPITAL CORPORATION
60 WALL STREET
NEW YORK, NEW YORK 10260
(212) 648-4084
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
AUGUST 2, 2000
(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 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
[ ]
* 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 ("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).
<PAGE> 2
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
<PAGE> 3
SCHEDULE 13D
CUSIP NO. 638588 10 3 PAGE 2 OF 18 PAGES
<TABLE>
<CAPTION>
<S> <C> <C>
NAME OF REPORTING PERSONS J.P. MORGAN & CO. INCORPORATED
1 S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS 13-2625764
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(A) [ ]
2 (B) [X]
3 SEC USE ONLY
SOURCE OF FUNDS*
4 OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C>
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH 7 SOLE VOTING POWER -0-
8 SHARED VOTING POWER -22,222,222-
9 SOLE DISPOSITIVE POWER -0-
10 SHARED DISPOSITIVE POWER -8,888,889-
11 AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
-22,222,222-
12 CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[] []
13 PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11) 27.58%
TYPE OF REPORTING PERSON*
14 HC, CO
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 4
SCHEDULE 13D
CUSIP NO. 638588 10 3 PAGE 3 OF 18 PAGES
<TABLE>
<CAPTION>
<S> <C> <C>
NAME OF REPORTING PERSONS J.P. MORGAN CAPITAL
CORPORATION
1 S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS 13-3610583
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C>
NUMBER OF 7 SOLE VOTING POWER -0-
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
8 SHARED VOTING POWER -22,222,222-
9 SOLE DISPOSITIVE POWER -0-
10 SHARED DISPOSITIVE POWER -6,666,667-
11 AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
-22,222,222-
12 CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ] [ ]
13 PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 27.58%
TYPE OF REPORTING PERSON*
14 CO
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 5
SCHEDULE 13D
CUSIP NO. 638588 10 3 PAGE 4 OF 18 PAGES
<TABLE>
<CAPTION>
<S> <C> <C>
NAME OF REPORTING PERSONS SIXTY WALL STREET FUND,
L.P.
1 S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS 13-3926426
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C>
6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF 7 SOLE VOTING POWER -0-
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
8 SHARED VOTING POWER -22,222,222-
9 SOLE DISPOSITIVE POWER -0-
10 SHARED DISPOSITIVE POWER -2,222,222-
11 AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
-22,222,222-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES*
[ ] [ ]
13 PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11) 27.58%
TYPE OF REPORTING PERSON*
14 PN
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 6
SCHEDULE 13D
CUSIP NO. 638588 10 3 PAGE 5 OF 18 PAGES
<TABLE>
<CAPTION>
<S> <C> <C>
NAME OF REPORTING PERSONS SIXTY WALL STREET
CORPORATION
1 S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS 13-3804111
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
6
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C>
NUMBER OF 7 SOLE VOTING POWER -0-
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
8 SHARED VOTING POWER -22,222,222-
9 SOLE DISPOSITIVE POWER -0-
10 SHARED DISPOSITIVE POWER -2,222,222-
11 AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
-22,222,222-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES*
[ ] [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 27.58%
TYPE OF REPORTING PERSON*
14 CO
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 7
This Schedule 13D is being filed pursuant to Rule 13d-1(a)(1) of Regulation
13D-G of the General Rules and Regulations under the Securities and Exchange Act
of 1934, as amended, on behalf of J.P. Morgan & Co. Incorporated, a Delaware
corporation ("JPM"), J.P. Morgan Capital Corporation, a Delaware corporation and
a wholly owned subsidiary of JPM ("JPMCC"), Sixty Wall Street Fund, L.P., a
Delaware limited partnership and an affiliate of both JPM and JPMCC ("Sixty
Wall") and Sixty Wall Street Corporation, a Delaware corporation, the general
partner of Sixty Wall Street Fund, L.P. and a wholly owned subsidiary of JPM
("Sixty Wall Corp.," and collectively with JPM, JPMCC and Sixty Wall, the
"Reporting Persons") to report the acquisition by JPMCC and Sixty Wall (the "JPM
Purchasers") of beneficial ownership of in excess of five percent (5%) of the
Common Stock of NationsRent, Inc. (the "Reportable Transactions") as a result of
the acquisition by JPMCC and Sixty Wall of shares of Convertible Preferred
Stock, Series B, of NationsRent, Inc. (the "Series B Preferred Stock") on August
2, 2000 that are convertible into an aggregate of 8,888,889 shares of Common
Stock of NationsRent, Inc. (the "JPM Shares") and the concurrent acquisition by
NR2 Holdings Limited (ANR2") and DB Capital Investors, L.P. ("DB Capital," and
collectively with NR2, the "Other Purchasers"), of shares of Series B Preferred
Stock that are convertible into 13,333,333 shares of Common Stock of
NationsRent, Inc. (the "Other Purchaser Shares"). Pursuant to a Preferred
Stockholders Agreement, dated August 2, 2000, by and among JPMCC, Sixty Wall, DB
Capital, NR2, NR Holdings Limited and NR Investments Limited (the "Stockholders
Agreement"), the JPM Purchasers, DB Capital and NR2 have agreed to, among other
things more fully described in Item 6 hereof, the manner in which each such
holder shall vote its shares of Series B Preferred Stock as to the election of
the members of the NationsRent, Inc. Board of Directors that the holders of the
Series B Preferred Stock are entitled to elect pursuant to the Certificate of
Designation of the Series B Preferred Stock. In addition, by reason of the
Stockholders Agreement, the JPM Purchasers and the Other Purchasers may be
considered a group (the "Group") within the meaning of Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended (the "1934 Act") and Rule 13d-5(b)
thereunder. As a result each may be deemed to own beneficially (as that term is
defined in Rule 13d-3 under the 1934 Act) the shares owned by each other member
of the Group. JPMCC and Sixty Wall disclaim beneficial ownership of the Other
Purchaser Shares, except to the extent that such beneficial ownership may arise
as a result of the Stockholders Agreement.
ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D (the "Schedule 13D") relates to the Common Stock,
par value $0.01 per share, (the "Common Stock") of NationsRent, Inc., a Delaware
corporation ("NationsRent"). The address of the principal executive offices of
NationsRent is 450 E. Las Olas Blvd., Suite 1400, Ft. Lauderdale, FL 33301.
ITEM 2. IDENTITY AND BACKGROUND.
Information as to each executive officer and director of each of JPM, JPMCC,
Sixty Wall Corp. and Sixty Wall is set forth on Schedule A hereto and is
incorporated herein by this reference.
(a) Name of Person Filing:
(i) J.P. Morgan & Co. Incorporated
(ii) J.P. Morgan Capital Corporation
(iii) Sixty Wall Street Fund, L.P.
(iv) Sixty Wall Street Corporation
(v) Other members of the Group, each of whom are filing separately
pursuant to Rule 13d-1(k)(2) under the 1934 Act, are NR2 and DB Capital.
<PAGE> 8
(b) Place of Organization, Principal Business and Address of Principal
Business and Principal Office:
(i) JPM is a publicly held Delaware corporation and is a bank holding
company. JPM's principal business and office address is 60 Wall Street, New
York, New York 10260.
(ii) JPMCC is a Delaware corporation and is an unregistered investment
company that invests either directly or indirectly through its subsidiaries in
debt and equity securities for its own account, subject to applicable laws and
regulations, including, without limitation, the Bank Holding Company Act of
1956, as amended, and the regulations thereunder and the policies of the Federal
Reserve Board in connection therewith (the "Bank Holding Company Act"). JPMCC's
principal business and office address is 60 Wall Street, New York, New York
10260.
(iii) Sixty Wall is a Delaware limited partnership and is owned
principally by employees of JPM and its direct and indirect subsidiaries. Sixty
Wall co-invests with JPMCC and its subsidiaries. Sixty Wall's principal business
address is 60 Wall Street, New York, New York 10260.
(iv) Sixty Wall Corp. is a Delaware corporation and is the general
partner of Sixty Wall. Sixty Wall Corp.'s principal business and office address
is 60 Wall Street, New York, New York 10260.
(c) Legal Proceedings
None of the Reporting Persons nor, to the best of each Reporting Person's
knowledge, any person named on Schedule A hereto, has during the last five years
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Prior to August 2, 2000, none of the Reporting Persons beneficially owned any
shares of either Series B Preferred Stock or Common Stock. Pursuant to the
Series B Convertible Preferred Stock Purchase Agreement, dated as of August 2,
2000, by and among NationsRent, the JPM Purchasers and the Other Purchasers (the
"Purchase Agreement"), JPMCC purchased from NationsRent 30,000 shares of Series
B Preferred Stock for an aggregate purchase price of $30,000,000 and Sixty Wall
purchased from NationsRent 10,000 shares of Series B Preferred Stock for an
aggregate purchase price of $10,000,000. The source of the funds used for
JPMCC's purchase of the shares of Series B Preferred Stock was working capital
all of which were JPMCC's own funds. All of the funds for 60 Wall's purchase of
the shares of Series B Preferred Stock were Sixty Wall's own funds.
ITEM 4. PURPOSE OF TRANSACTION
NationsRent issued the Series B Preferred Stock in order to obtain funds to
repay certain indebtedness, for capital expenditures and for other general
corporate purposes (including advertising and branding of its stores). The
shares of Series B Preferred Stock purchased by the JPM Purchasers were acquired
for investment purposes.
Pursuant to the Purchase Agreement, the JPM Purchasers and the Other Purchasers
(together, the "Purchasers") acquired an aggregate of 100,000 shares of Series B
Preferred Stock, convertible into an aggregate of 22,222,222 shares of Common
Stock (8,888,889 shares for DB Capital, 6,666,667 shares for JPMCC, 4,444,444
shares for NR2 and 2,222,222 shares for Sixty Wall). The closing of the purchase
of shares of Series B Preferred Stock convertible into an aggregate of
11,555,555
CUSIP NO. 638588 10 3 8 of 18 pages
<PAGE> 9
shares of Common Stock (4,622,222 shares for DB Capital, 3,466,667
shares for JPMCC, 2,311,111 shares for NR2 and 1,155,555 shares for Sixty Wall)
took place on August 2, 2000. The JPM Purchasers and the Other Purchasers have
the right (and the obligation) to consummate the closing of the purchase of
shares of Series B Preferred Stock (the "Second Preferred Shares") that will be
convertible into an aggregate of 10,666,667 shares of Common Stock (4,266,667
shares for DB Capital, 3,200,000 shares for JPMCC, 2,133,333 shares for NR2 and
1,066,667 shares for Sixty Wall) following approval by NationsRent's
stockholders of the issuance of such shares in accordance with the listing
requirements of the New York Stock Exchange (the "Stockholder Approval").
Persons having a majority of the voting power of the outstanding shares of
Common Stock and Series A Convertible Preferred Stock of NationsRent (the
"Series A Preferred Stock") (which vote together as a single class on an as
converted basis on such matter) have executed and delivered to NationsRent
voting agreements and proxies agreeing to vote their shares of capital stock of
NationsRent in favor of the approval of such issuance and granting proxies to
representatives of NationsRent to vote their shares of capital stock of
NationsRent in favor of approval of such issuance. Accordingly, stockholder
approval of such transaction is assured. Consequently, since there is no
material condition to the right of the JPM Purchasers and Other Purchasers to
close on the purchase of the Second Preferred Shares, the 10,666,667 shares of
Common Stock into which they are convertible became beneficially owned by the
Purchasers upon execution and delivery of the Purchase Agreement and the voting
agreements and proxies, and accordingly, have been included in the shares of
Common Stock reported as beneficially owned by the Reporting Persons.
JPMCC and Sixty Wall disclaim beneficial ownership of the Other Purchaser
Shares, except to the extent that such beneficial ownership may arise as a
result of the Stockholders Agreement.
Pursuant to the Purchase Agreement, NationsRent has agreed to increase the size
of the Board of Directors from eight to ten, and to appoint a designee of each
of JPMCC and DB Capital to the Board of Directors.
The descriptions contained in this Item 4 of the Purchase Agreement and the
Stockholders Agreement are qualified in their entirety by reference to the full
text of each such agreement which are incorporated by reference herein and are
filed as Exhibit A and Exhibit C, respectively.
Prior to August 2, 2000, the outstanding capital stock of NationsRent consisted
of 58,352,704 shares of Common Stock and 100,000 shares of Series A Convertible
Preferred Stock. Following the closing of the transactions contemplated by the
Purchase Agreement, an additional 100,000 shares of Series B Preferred Stock
will be issued and outstanding.
The Reporting Persons may from time to time acquire beneficial ownership of
additional Common Stock and from time to time cease to have beneficial ownership
of Common Stock, depending on price, market conditions, availability of funds,
evaluation of alternative investments and other factors. Such acquisitions or
dispositions may result from investment decisions by JPM, its wholly owned
subsidiaries and its affiliates. Without limitation of the foregoing, the
parties' intention generally is to explore means to realize favorable returns
upon their investment in the Series B Preferred Stock and, accordingly, on an
on-going basis, may seek, evaluate and/or respond to offers to sell or otherwise
dispose of the Series B Preferred Stock and the Common Stock into which the
Series B Preferred Stock is convertible (the "Conversion Shares"), either
through open market or privately negotiated transactions. Such transactions may
include underwritten offerings of Conversion Shares or dispositions through
negotiated transactions that result in a third party's acquisition of some or
all of the JPM Shares or the Conversion Shares. The Reporting Persons reserve
the right to take any action with respect to NationsRent or any of its equity
securities in any manner permitted by law.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) See Cover Pages, Items 11 and 13. Each of JPMCC and Sixty Wall may be deemed
to beneficially own 100,000 shares of Series B Preferred Stock (consisting of
the JPM Shares which are convertible into 8,888,889 shares of Common Stock
(6,666,667 shares directly beneficially owned by JPMCC and 2,222,222 shares
directly beneficially owned by Sixty Wall) and the Other Purchaser Shares which
are convertible into 13,333,333 shares of Common Stock), constituting on an
as-converted basis 27.58% of the issued and outstanding Common Stock of
NationsRent. The JPM Shares and the Other Purchaser Shares, as described
CUSIP NO. 638588 10 3 9 of 18 pages
<PAGE> 10
above, include shares of Series B Preferred Stock that the JPM Purchasers and
the Other Purchasers have the right (and obligation) pursuant to the Purchase
Agreement to acquire following receipt of Stockholder Approval.
As JPMCC is a wholly owned subsidiary of JPM, JPM may be deemed to be the
beneficial owner of the Common Stock beneficially owned by JPMCC.
As Sixty Wall Corp. is the general partner of Sixty Wall and is a wholly owned
subsidiary of both JPM and JPMCC, each of Sixty Wall Corp., JPM and JPMCC may be
deemed to be the beneficial owner of the Common Stock beneficially owned by
Sixty Wall.
The aggregate percentage of shares of Common Stock reported in Item 13 of the
Cover Pages is based upon the 58,352,704 shares of Common Stock outstanding as
of August 2, 2000, as represented by NationsRent in the Purchase Agreement, plus
the 8,888,889 shares of Common Stock into which the JPM Shares are convertible,
plus the 13,333,333 shares of Common Stock into which the Other Purchaser Shares
are convertible.
JPMCC and Sixty Wall disclaim beneficial ownership of the Other Purchaser
Shares, except to the extent that such beneficial ownership may arise as a
result of the Stockholders Agreement.
In addition to the JPM Purchasers, the other members of the Group are NR2 and DB
Capital. NR2 is the direct beneficial owner of shares of Series B Preferred
Stock that are convertible into 4,444,444 shares of Common Stock. In addition,
NR2 may be deemed to be the beneficial owner of the Series B Preferred Stock
beneficially owned by the other members of the Group, which in the aggregate is
convertible into an additional 17,777,778 shares of Common Stock. Therefore, in
the aggregate, NR2 may be deemed to be the beneficial owner of 22,222,222 shares
of Common Stock, which represents 27.58% of the outstanding Common Stock.
DB Capital is the direct beneficial owner of shares of Series B Preferred Stock
that are convertible into 8,888,889 shares of Common Stock. In addition, DB
Capital may be deemed to be the beneficial owner of the Series B Preferred Stock
beneficially owned by the other members of the Group, which in the aggregate is
convertible into an additional 13,333,333 shares of Common Stock. Therefore, in
the aggregate, DB Capital may be deemed to be the beneficial owner of 22,222,222
shares of Common Stock, which represents 27.58% of the outstanding Common Stock.
(b) See Cover Pages, Items 7 through 10. As a result of the Stockholders
Agreement, each Reporting Person shares the power to vote, but not the
dispositive power, over the JPM Shares and the Other Purchaser Shares with each
other member of the Group.
Each of JPM and JPMCC share the power to dispose of the 30,000 shares of Series
B Preferred Stock beneficially owned directly by JPMCC. JPM and Sixty Wall Corp.
share with Sixty Wall the power to dispose of the 10,000 shares of Series B
Preferred Stock beneficially owned directly by Sixty Wall. None of the Reporting
Persons, directly or indirectly, has the sole or shared power to direct the
disposition of the Other Purchaser Shares.
(c) Except as described in Item 4 hereof, none of the Reporting Persons has,
during the past 60 days, engaged in any transactions in the Series B Preferred
Stock or the Common Stock.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
CUSIP NO. 638588 10 3 10 0f 18 pages
<PAGE> 11
None of the Reporting Persons have any contracts, arrangements, understandings
or relationships with NationsRent or with any other person with respect
specifically to the securities of NationsRent, except as set forth below.
(a) Purchase Agreement
The description of the Purchase Agreement set forth in Item 4 hereof is hereby
incorporated by reference. Pursuant to the Purchase Agreement, JPMCC has agreed
that it or an affiliate will retain control of the voting and dispositive power
with respect to a majority of the shares of Series B Preferred Stock acquired by
the JPM Purchasers pursuant to such agreement as long as any such shares remain
outstanding. In addition, pursuant to the Purchase Agreement NationsRent has
agreed to comply with all public information reporting requirements of the
Securities and Exchange Commission relating to the availability of an exemption
under the Securities Act of 1933, as amended (the "1933 Act"), for the sale of
the shares of Series B Preferred Stock issued pursuant to such agreement and the
shares of Common Stock issuable upon conversion thereof (including pursuant to
Rule 144 under the 1933 Act). In addition, pursuant to the Purchase Agreement,
NationsRent has agreed to appoint a designee of each of DB Capital and JPMCC to
the Board of Directors promptly, even though DB Capital, JPMCC and Investcorp
S.A. and their affiliates will not hold the number of shares of Series B
Preferred Stock required by the Certificate of Designation for the holders of
the Series B Preferred Stock to be entitled to elect two directors.
The description contained in this Item 6 of the Purchase Agreement is qualified
in its entirety by reference to the full text of the Purchase Agreement which is
incorporated by reference herein and is filed as Exhibit A hereto.
(b) Registration Rights Agreement
Pursuant to the Purchase Agreement, a Registration Rights Agreement, dated as of
August 2, 2000, was entered into by and among NationsRent, NR2, the JPM
Purchasers, the Other Purchasers, James L. Kirk, H. Wayne Huizenga and the
holders of the Series A Preferred Stock (the "Registration Rights Agreement").
Pursuant to the Registration Rights Agreement, the Purchasers are entitled to
certain demand and piggyback registration rights with respect to their shares of
Series B Preferred Stock and with respect to the shares of Common Stock the
Series B Preferred Stock is convertible into. In addition, the Registration
Rights Agreement gives the holders of Series A Preferred Stock and each
Purchaser certain tag-along rights to sell shares of Common Stock issuable upon
conversion of either the Series B Preferred Stock or the Series A Preferred
Stock, in the event that either James L. Kirk, H. Wayne Huizenga or any of their
affiliates sell any of their shares of Common Stock, subject to certain
exceptions.
The description contained in this Item 6 of the Registration Rights Agreement is
qualified in its entirety by reference to the full text of the Registration
Rights Agreement which is incorporated by reference herein and is filed as
Exhibit B hereto.
(c) Stockholders Agreement
Pursuant to the Stockholders Agreement, the Purchasers have entered into an
agreement regarding the manner in which their shares of Series B Preferred Stock
will be voted as to the election of members of the Board of Directors of
NationsRent that the holders of the Series B Preferred Stock are entitled to
elect pursuant to the terms of the Series B Preferred Stock. In addition, the
holders of the Series A Preferred Stock and the Purchasers are entitled to
certain tag-along rights to sell shares of Series A Preferred Stock, Series B
Preferred Stock or Common Stock in the event that any of them elects to sell the
equivalent of 1% or more of the then outstanding shares of Common Stock, subject
to certain exceptions.
The description contained in this Item 6 of the Stockholders Agreement is
qualified in its entirety by reference to the full text of the Stockholders
Agreement which is incorporated by reference herein and is filed as Exhibit C
hereto.
CUSIP NO. 638588 10 3 11 of 18 pages
<PAGE> 12
(d) Certificate of Designation Series B Convertible Preferred Stock
Following are a summary of certain terms of the Series B Preferred Stock. This
summary is not complete and is qualified in its entirety by reference to the
Certificate of Designation for the Series B Preferred Stock, which is attached
hereto as Exhibit D and which is hereby incorporated herein by reference.
Liquidation Preference. Upon any voluntary or involuntary liquidation,
dissolution or winding-up of NationsRent, each holder of Series B Preferred
Stock will be entitled to payment out of the assets of NationsRent available for
distribution of an amount equal to $1,000 per share of Series B Preferred Stock
held by such holder (the "Liquidation Preference"), plus accrued and unpaid
dividends, if any, to the date fixed for liquidation, dissolution or winding-up,
before any distribution is made on the Common Stock. After payment in full of
the Liquidation Preference and such dividends, if any, to which holders of
Series B Preferred Stock are entitled, such holders will not be entitled to any
further participation in any distribution of assets of NationsRent.
Dividends. The Series B Preferred Stock will not have a stated dividend
other than upon a Change in Control as described below. However, in the event
that NationsRent declares or pays any dividends or other distributions upon the
Common Stock other than dividends paid in shares of Common Stock, NationsRent
must also declare and pay to the holders of the Series B Preferred Stock, at the
same time that it declares and pays such dividends or other distributions to the
holders of the Common Stock, the dividends or distributions which would have
been declared and paid with respect to the Common Stock issuable upon conversion
of the Series B Preferred Stock had all of the outstanding shares of Series B
Preferred Stock been converted immediately prior to the record date for such
dividend or distribution, or if no record date is fixed, the date as of which
the record holders of Common Stock entitled to such dividends or distributions
are determined.
Conversion Rights. Subject to possible adjustment as described below,
each share of Series B Preferred Stock is convertible into 222.2 shares of
Common Stock (representing a conversion price of $4.50 per share of Common Stock
based on the Liquidation Preference of $1,000 per share of Series B Preferred
Stock).
The conversion price and the number and kind of securities or rights
into which the Series B Preferred Stock is convertible are subject to certain
anti-dilution adjustments upon the occurrence of certain events set forth in the
Certificate of Designation.
Change in Control. NationsRent has no obligation to redeem or
repurchase the Series B Preferred Stock, other than upon a Change in Control (as
defined below).
In the event of a Change in Control that is not in connection with an
acquisition that is accounted for under the "pooling-of-interests" method of
generally accepted accounting principles and that has been approved or publicly
recommended by the Board of Directors, NationsRent must offer to purchase,
within 20 business days after the Change in Control (or concurrently with the
effectiveness of the Change in Control if NationsRent is not the surviving
entity in such transaction), all of the then outstanding shares of Series B
Preferred
CUSIP NO. 638588 10 3 12 of 18 pages
<PAGE> 13
Stock at a purchase price per share, in cash, equal to the Liquidation
Preference thereof plus an amount equal to 8.00% of the Liquidation Preference,
compounded annually from the date of issuance of such share to the purchase date
(the "Call Price").
In the event of a Change in Control that is not in connection with an
acquisition that is accounted for under the "pooling-of-interests" method of
generally accepted accounting principles and that has not been approved or
publicly recommended by the Board of Directors, NationsRent may, at its option,
offer to purchase for cash all of the then outstanding shares of Series B
Preferred Stock in the same manner as described above. However, if NationsRent
elects not to make such an offer, the holders of Series B Preferred Stock will
have, as an alternative to their normal conversion right, the right to convert
their shares of Series B Preferred Stock into a number of shares of Common Stock
equal to 110% of the Call Price per share of Series B Preferred Stock divided by
the closing price of the Common Stock at the close of business on the business
day prior to the expiration of the tender offer, or if the Change in Control
does not result from a tender offer, the business day prior to the effective
time of the Change in Control. Further, immediately following the Change in
Control, the Liquidation Preference of all shares of Series B Preferred Stock
that were not converted shall automatically increase to an amount equal to 110%
of the Call Price and the holders will be entitled to receive dividends at the
rate of 8% per year.
In the event of a Change in Control that is an acquisition that is
accounted for under the "pooling-of-interests" method of generally accepted
accounting principles, then, upon the occurrence of the Change in Control, all
of the then outstanding Series B Preferred Stock will be automatically converted
into Common Stock having a market value equal to 110% of the Call Price, valued
at the closing price of the Common Stock at the close of business on the
business day prior to the effective date of the Change in Control.
The Certificate of Designation defines a "Change in Control" as the
occurrence of any of the following events:
i. a person or group becomes the beneficial holder of more than
50% of the total voting stock of NationsRent. An acquisition
of more than 50% of the stock by Messrs. Kirk or Huizenga, H.
Family Investments, Inc. or any holder of Series B Preferred
Stock will not be a Change in Control, unless, in the case of
Messrs. Kirk and Huizenga and H. Family Investments, the event
causes the Common Stock to no longer be listed on a national
securities exchange or quoted on NASDAQ; or
ii. a merger of NationsRent or a sale or other disposition of all
or substantially all of NationsRent's assets where the holders
of voting stock of NationsRent prior to the transaction do not
own more than 50% of the voting power of the voting stock of
the entity surviving the transaction, or to which the assets
were transferred.
Redemption at the Option of NationsRent. At any time after the first
anniversary of the issuance of the Series B Preferred Stock, NationsRent may, at
its election, redeem, in whole but not in part, the shares of then outstanding
Series B Preferred Stock at a purchase price in cash per share of Common Stock
issuable upon conversion of the Series B Preferred Stock equal to $9.00
compounded annually at the rate of 20% per annum for the period from the first
anniversary of the issuance of the Series B Preferred Stock up to and including
the date of redemption.
General Voting Rights. The holders of Series B Preferred Stock are
entitled to vote (or act by written consent) together with the holders of the
Common Stock and the Series A Preferred Stock on all matters submitted to
stockholders of NationsRent for a vote (or for action) except where holders of
Series B Preferred Stock are entitled to vote separately as a class (as provided
below) and except as otherwise required by applicable law. Each share of Series
B Preferred Stock is entitled to one vote for each share of Common Stock
issuable upon conversion of such share of Series B Preferred Stock. Except as
provided below under "Class Voting Rights," the holders of the Series B
Preferred Stock are not entitled to vote as a separate class on any matter to be
voted on by stockholders of NationsRent.
Class Voting Rights. NationsRent may not, without the affirmative vote
or consent of the holders of at least two-thirds of the shares of Series B
Preferred Stock then outstanding voting or consenting as the case may be, as a
separate class, take certain actions specified in the Certificate of
Designation, including, among others:
i. authorize, create or issue any Senior Securities (as defined
in the Certificate of Designation) or any obligation or
security convertible into or evidencing a right to purchase
any Senior Securities;
CUSIP NO. 638588 10 3 13 of 18 pages
<PAGE> 14
ii. authorize an amendment or waiver of the Certificate of
Designation or the Certificate of Incorporation which have
certain rights as identified in the Certificate of
Designation;
iii.make repurchases of, optional redemptions of and/or tender
offers for, the capital stock of NationsRent the aggregate
fair market value of which exceeds 5% of NationsRent's market
capitalization (determined as provided in the Certificate of
Designation) during any 12-month period that occurs in whole
or in part during the first five years after August 2, 2000;
or
iv. except for a transaction constituting a Change in Control,
merge with or into, or sell, assign, transfer, lease, convey
or otherwise dispose of all or substantially all of
NationsRent's assets to, any person unless, if NationsRent is
not the Surviving Person (as defined in the Certificate of
Designation), the Series B Preferred Stock is converted into
or exchanged for and becomes shares of such Surviving Person,
having the same (or more favorable) powers, preferences and
relative, participating, optional or other special rights as
the Series B Preferred Stock had immediately prior to such
transaction.
Voting for Directors. In the election of directors of NationsRent, the
holders of the Series B Preferred Stock, voting separately as a single class to
the exclusion of all other classes or series of NationsRent's capital stock,
may:
i. elect two members of NationsRent's board of directors provided
that on the record date for such vote, DB Capital, JPMCC,
Investcorp S.A. and their affiliates have voting and
dispositive power with respect to at least 66,666 shares of
Series B Preferred Stock;
ii. elect one member of NationsRent's board of directors provided
that on the record date for such vote, DB Capital, JPMCC,
Investcorp S.A. and their affiliates have voting and
dispositive power with respect to at least 33,333 shares of
Series B Preferred Stock (but less than 66,666 shares of
Series B Preferred Stock); or
iii.elect one member of NationsRent's board of directors provided
that on the record date for such vote, DB Capital and its
affiliates, JPMCC and its affiliates, or Investcorp S.A. and
its affiliates have voting and dispositive power with respect
to at least 25,000 shares of Series B Preferred Stock (but
less than 33,333 shares of Series B Preferred Stock).
If on the record date for a vote for directors, DB Capital, JPMCC,
Investcorp S.A. and their affiliates do not have voting and dispositive power as
outlined in the immediately preceding paragraphs to elect directors as a
separate class, then the holders of Series B Preferred Stock shall be entitled
to vote for the election of directors voting together with the holders of the
Common Stock as a single class, with each share of Common Stock entitled to one
vote per share and each share of Series B Preferred Stock entitled to one vote
for each share of Common Stock issuable upon conversion of the Series B
Preferred Stock, respectively.
Pursuant to the Preferred Stockholders Agreement, the Purchasers have
agreed to vote their shares of Series B Preferred Stock for nominees to
NationsRent's Board of Directors designated by certain Purchasers in accordance
with the Preferred Stockholders Agreement.
Preemptive Rights. Provided the holders of Series B Preferred Stock are
entitled to elect as a class at least one member of NationsRent's Board of
Directors pursuant to the Certificate of Designation, then the holders of at
least 15,000 shares of Series B Preferred Stock shall have preemptive rights to
purchase or subscribe to purchase any capital stock of NationsRent, or any
obligation or security convertible or exchangeable into or evidencing the right
to purchase any capital stock of NationsRent, offered from time to time by
NationsRent for cash in a public offering or private placement (other than any
such capital stock or obligation or security issued or issuable as consideration
in a business combination or as compensation to an employee, consultant or
otherwise).
CUSIP NO. 638588 10 3 14 of 18 pages
<PAGE> 15
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
1. Exhibit A: Series B Convertible Preferred Stock
Purchase Agreement;
2. Exhibit B: Registration Rights Agreement;
3. Exhibit C: Preferred Stockholders Agreement;
4. Exhibit D: Certificate of Designation of the Series B
Convertible Preferred Stock of NationsRent,
Inc.; and
5. Exhibit E: Joint Filing Agreement.
CUSIP NO. 638588 10 3 15 of 18 pages
<PAGE> 16
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.
<TABLE>
<CAPTION>
<S> <C>
J.P. MORGAN & CO. INC.
===========================================
BY:/S/ TRAVIS F. EPES AUGUST 14, 2000
=========================================== ===============
NAME: TRAVIS F. EPES
===========================================
TITLE: MANAGING DIRECTOR
===========================================
J.P. MORGAN CAPITAL CORPORATION
===========================================
BY:/S/ SIMON MOORE AUGUST 14, 2000
=========================================== ===============
NAME: SIMON MOORE
===========================================
TITLE: VICE PRESIDENT
===========================================
SIXTY WALL STREET FUND, L.P.
===========================================
By: Sixty Wall Street Corporation,
===========================================
its General Partner
===========================================
BY:/S/ SIMON MOORE AUGUST 14, 2000
=========================================== ===============
NAME: SIMON MOORE
===========================================
TITLE: VICE PRESIDENT
===========================================
SIXTY WALL STREET CORPORATION
===========================================
BY:/S/ SIMON MOORE AUGUST 14, 2000
=========================================== ===============
NAME: SIMON MOORE
===========================================
TITLE: VICE PRESIDENT
===========================================
</TABLE>
CUSIP NO. 638588 10 3 16 of 18 pages
<PAGE> 17
SCHEDULE A
J.P. Morgan & Co. Inc. 60 Wall Street, New York, NY 10260-0060:
Douglas A. Warner III; Chairman and President of J.P. Morgan & Co.
Incorporated and Morgan
Guaranty Trust Company; and Director
Paul A. Allaire; Director
Riley P. Bechtel; Director
Lawrence A. Bossidy; Director
Martin Feldstein; Director
Ellen V. Futter; Director
Hannah H. Gray; Director
Walter A. Gubert; Vice Chairman and Director; Italian citizen
James R. Houghton; Director
James L. Ketelsen; Director
John A. Krol; Director
Michael E. Patterson; Vice Chairman and Director
Lee R. Raymond; Director
Lloyd D. Ward; Director
Douglas C. Yearley; Director
Peter D. Hancock; Chief Financial Officer
Thomas B. Ketchum; Chief Administrative Officer
Rachel F. Robbins; General Counsel and Secretary
David H. Sidwell; Controller of J.P. Morgan & Co.
Incorporated and Morgan Guaranty Trust Company
of New York
J.P. Morgan Capital Corporation; 60 Wall Street; New York, NY 10260
John A. Mayer, Jr.; President; Chief Executive Officer and Director
Thomas B. Ketchum; Director
Clayton S. Rose; Director
Ramon de Oliviera; Director; French Citizen
Steven Skoczylas; Chief Financial Officer and Director
J. Edmund Colloton; Vice President and Chief Operating Officer
Margaret A. Conklin; Vice President and Chief Legal Officer
James P. Marriott; Vice President and Secretary
Sixty Wall Street Corporation; 60 Wall Street, New York, NY 10260
John A. Mayer, Jr.; President; Chief Executive Officer and Director
Thomas B. Ketchum; Director
CUSIP NO. 638588 10 3 17 of 18 pages
<PAGE> 18
Ramon de Oliveira; Director, French Citizen
Michael E. Patterson; Director
James P. Marriott; Vice President and Secretary
John Fullerton; Managing Director
Stephen Skoczylas; Managing Director
Tira Wannamethee; Managing Director
Francisco Churtichaga; Vice President
Marc D. Johnson; Vice President
J. Edmund Colloton; Vice President
Lisa M. Dreyer; Vice President and Asst. Secretary
Cheryl Eustace; Vice President and Asst. Secretary
Irena D. Kaufmann; Assistant Secretary
Bee-Ann Benson; Assistant Secretary
Please note that all individuals are citizens of the United States unless noted.
CUSIP NO. 638588 10 3 18 of 18 pages
