UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Rentrak Corporation
(Name of Issuer)
COMMON STOCK, .001 PAR VALUE PER SHARE
(Title of Class of Stock)
760174 2
(CUSIP Number)
David K. Thompson
Senior Vice President - Assistant General Counsel
Disney Enterprises, Inc.
500 South Buena Vista Street, Burbank, CA 91521
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
July 14, 1998
(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 schedule because of Rule 13d-1(b)(3) or (4), check
the following box __
Check the following box if a fee is being paid with the statement ___.
(A fee is not required only if the reporting person: (1) has a
previous statement on file reporting beneficial ownership of more than
five percent of the class of securities described in Item 1; and (2)
has filed no amendment subsequent thereto reporting beneficial
ownership of five percent or less of such class.) (See Rule 13d-7)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to
whom copies are to be sent.
*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 disclosures provided in a prior cover page.
The information required on 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).
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SCHEDULE 13D
CUSIP No. 760174 2
1 NAME OF REPORTING PERSON SS. OR I.R.S. IDENTIFICATION NO. OF
ABOVE PERSON
Disney Enterprises, Inc., a wholly owned subsidiary of The Walt
Disney Company
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (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
7 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SOLE VOTING POWER
1,543,203 shares
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER
1,543,203 shares
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,543,203 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.3%
14 TYPE OF REPORTING PERSON*
CO
<page 2>
This Amendment No. 1 amends the Statement on Schedule 13D, dated
January 9, 1998, of Disney Enterprises, Inc., a Delaware corporation
(the "Company").
Item 1. Security and Issuer.
This Amendment No. 1 to Schedule 13D relates to the common stock,
$.001 par value per share (the "Common Stock"), of Rentrak
Corporation, an Oregon corporation (the "Issuer"). The Issuer's
principal executive offices are located at 7700 N.E. Ambassador Place,
Portland, Oregon 97220.
Item 2. Identity and Background.
The Company is a Delaware corporation. The Company, a wholly owned
subsidiary of The Walt Disney Company ("TWDC"), is a diversified
international entertainment company with operations in three business
segments: creative content, broadcasting, and theme parks and
resorts. The address of the principal office of the Company is 500
South Buena Vista Street, Burbank, California 91521. The information
required with respect to the executive officers and directors of the
Company and TWDC is attached as Exhibit A.
Neither the Company nor, to the best of its knowledge, any of the
persons listed in Exhibit A has, during the last five years, (i) been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction, the result
of which was or is to subject the Company or any person listed in
Exhibit A 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 and Other Consideration.
On July 22, 1994, the Issuer granted to the Company warrants to
purchase an aggregate of 2,673,750 shares of Common Stock at $7.13 per
share (the "Warrants"). The Warrants vest over time and only in
accordance with certain milestones. As a result of having missed
certain milestones and the triggering of certain anti-dilution
provisions, the aggregate number of shares currently subject to the
Warrants is 2,043,203, of which 1,543,203 will be vested within 60
days of July 14, 1998, and the exercise price is $6.58.
It is presently anticipated that, if the Warrants were exercised, the
funds required to pay the exercise price would be provided from
general corporate funds of the Company.
Item 4. Purpose of Transaction.
The Company acquired the Warrants for the purpose of investment. The
Company has no present intention to exercise the Warrants in whole or
in part.
<page 3>
Except as described above, the Company does not have any specific
plans or proposals that relate to or would result in any of the
actions specified in clauses (a) through (j) of Item 4.
Item 5. Interest in Securities of the Issuer.
(a) As of July 14, 1998, the Company owns Warrants the vesting of
which shall occur within 60 days from such date representing
approximately 12.3% of the outstanding shares of Common Stock of the
Issuer. The number of outstanding shares is 11,006,224 shares as of
June 1, 1998 plus the 1,543,203 shares subject to the Warrants
(included pursuant to Rule 13d-3 of the Act). For purposes of
computing the percentage beneficial ownership of the Company, the
total number of shares of Common Stock considered to be outstanding is
12,549,427.
(b) Upon exercise of the vested Warrants, the Company would acquire
sole voting and dispositive power with respect to 1,543,203 shares of
Common Stock.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
The Issuer and the Company entered into a Warrant Agreement, dated as
of July 22, 1994 (the "Warrant Agreement"), whereby the Issuer granted
to the Company warrants to purchase an aggregate of 2,673,750 shares
of Common Stock at $7.13 per share (the "Warrants"). The Warrants vest
over time and only in accordance with certain milestones. As a result
of having missed certain milestones and the triggering of certain anti-
dilution provisions, the aggregate number of shares currently subject
to the Warrants is 2,043,203, of which 1,543,203 shares will be vested
within 60 days of July 14, 1998, and the exercise price is $6.58. The
Warrant Agreement was filed previously as Exhibit B to Schedule 13D
dated January 9, 1998.
The Warrant Agreement contains antidilution provisions pursuant to
which the number of warrants and exercise price thereof may adjust due
to certain actions of the Issuer including, but not limited to, stock
dividends, subdivisions and reclassifications, and certain other
dividends and distributions.
In addition, the Warrant Agreement contains registration rights which
allow the holder of Warrants or shares of Common Stock received upon
exercise of Warrants to request that the Issuer use its best efforts
to effect the registration of the shares of Common Stock received upon
exercise of Warrants on the terms and conditions set forth in the
Warrant. The Issuer is not required to effect a registration unless at
least 25% of the common stock subject to the Warrants
<page 4>
is to be registered in such registration. The holders shall be entitled to
three such requests. The Warrant Agreement also contains incidental
registration allowing the holder of Warrants, in certain
circumstances, to include shares of Common Stock received upon
exercise of Warrants in a registration planned by the Issuer.
Except as otherwise disclosed in this Amendment No. 1 to Schedule 13D,
neither the Company nor any executive officer or director listed in
Exhibit A has any contracts, arrangements, understandings or
relationships (legal or otherwise) with respect to securities of the
Issuer.
Item 7. Material to Be Filed as Exhibits.
Exhibit A -- Executive officers and directors of Disney Enterprises,
Inc. and its parent, The Walt Disney Company.
<page 5>
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.
DISNEY ENTERPRISES, INC.
By: /s/ David K. Thompson
--------------------------
David K. Thompson
Senior Vice President
Assistant General Counsel
Dated: July 14, 1998
<page 6>
EXHIBIT INDEX
EXHIBIT TITLE PAGE
- ------- ----- -----
Exhibit A Executive officers and directors of
Disney Enterprises, Inc. and its parent, The
Walt Disney Company
<page 7>
EXHIBIT A
Executive Officers and Directors
of
Disney Enterprises, Inc.
and
The Walt Disney Company
Each person listed below is a United States citizen with a business
address at 500 South Buena Vista Street, Burbank, California 91521.
NAME PRESENT PRINCIPAL OCCUPATION
Michael D. Eisner Chairman of the Board and Chief Executive
Officer and Director - The Walt Disney Company
Roy E. Disney Vice Chairman of the Board and Director - The Walt
Disney Company
Sanford M. Litvack Senior Executive Vice President and Chief
of Corporate Operations and Director - The Walt
Disney Company; President - Disney Enterprises, Inc.
Thomas O. Staggs Executive Vice President and Chief Financial
Officer - The Walt Disney Company
Peter E. Murphy Executive Vice President and Chief Strategic
Officer - The Walt Disney Company
John F. Cooke Executive Vice President - Corporate Affairs -
The Walt Disney Company and Disney Enterprises, Inc.
Louis M. Meisinger Executive Vice President and General Counsel -
The Walt Disney Company and Disney Enterprises, Inc.
David K. Thompson Senior Vice President-Assistant General Counsel
and Assistant Secretary - The Walt Disney Company
and Disney Enterprises, Inc.; Director - Disney
Enterprises, Inc.
Marsha L. Reed Corporate Secretary - The Walt Disney Company
and Disney Enterprises, Inc.; Director - Disney
Enterprises, Inc.
<page 8>
Reveta Franklin Bowers Director - The Walt Disney Company
Judith Estrin Director - The Walt Disney Company
Ignacio E. Lozano, Jr. Director - The Walt Disney Company
George J. Mitchell Director - The Walt Disney Company
Gary L. Wilson Director - The Walt Disney Company
Stanley P. Gold Director - The Walt Disney Company
Thomas S. Murphy Director - The Walt Disney Company
Leo J. O'Donovan S.J. Director - The Walt Disney Company
Irwin E. Russell Director - The Walt Disney Company
Raymond L. Watson Director - The Walt Disney Company
Richard A. Nunis Director - The Walt Disney Company
Sidney Poitier Director - The Walt Disney Company
Robert A.M. Stern Director - The Walt Disney Company
E. Cardon Walker Director - The Walt Disney Company
<page 9>
