UNITED STAES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
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Rentrak Corporation
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
760174-2
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(CUSIP Number)
John M. McGuigan
(530)224-5560
1200 Union Bank of California Tower
707 S.W. Washington Street
Portland, OR 97205
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 23, 1998
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(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement of Schedule 13G to report
the acquisition which is the subject of the 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 this 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 filed 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 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).
(Continued on following page(s))
<PAGE>
CUSIP No. 760174-2 13D
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Rentrak Japan, K.K.
None
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
N/A
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
BK
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
N/A
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Japan
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NUMBER OF 7 SOLE VOTING POWER
SHARES 614,000
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 614,000
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
614,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
N/A
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.69%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Schedule 13D
Item 1. Security and Issuer
This Statement on 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
Name of Reporting Person: Rentrak Japan, K.K.
Place of Organization: Japan
Principal Business: Rental video cassette software distribution.
Address of Principal Business: Yebisu Garden Place
4.20-3 Ebisu
Shibuya-ku, Yokyo 150 JAPAN
Involvement in Certain Legal Proceedings (Items 2(d) and 2(e)):
Neither Rentrak Japan 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 CCC 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.
The name, business address, principal occupation and
citizenship of each executive officer, director and controlling person of the
reporting person are contained in Attachment A.
Item 3. Source and Amount of Funds or Other Consideration
Rentrak Japan obtained the funds to purchase the 614,000
shares of the Common Stock of the Issuer through bank loans with Sakura Bank
(300 million yen) and Industrial Bank of Japan (150 million yen).
Item 4. Purpose of Transaction
Rentrak Japan and Culture Convenience Club Co., Ltd ("CCC")
are affiated corporations. In order to further focus on each affiliated
corporation's core business activities, CCC is transferring its shares of the
Issuer to Rentrak Japan. Rentrak Japan intends to acquire the remainder of CCC's
Common Stock of the Issuer in the future. Rentrak Japan and its affiliates have
no current plan to purchase any significant number of additional shares of the
Issuer's Common Stock, to sell any significant number of shares, or to take or
cause any other extraordinary corporate transaction involving the Issuer.
Item 5. Interest in Securities of the Issuer
(a) Rentrak Japan now owns 614,000 shares of the common stock
of Rentrak Corporation, which, to Rentrak Japan's knowledge, currently
represents approximately 5.69 percent of the Issuer's currently issued and
outstanding Common Stock.
(b) See Cover Page Lines 7-10.
(c) n/a
(d) n/a
(e) February 23, 1998
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
CCC and the Issuer are currently parties to a Business
Cooperation Agreement which provides CCC with certain rights and obligations in
regards to the Issuer. Based on the fact that this transfer of Common Stock is
between affiliated companies, Rentrak Japan plans on entering into an agreement
similar to the Business Cooperation Agreement with the Issuer.
Item 7. Material to be Filed as Exhibits
None.
<PAGE>
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.
RENTRAK JAPAN, K.K.
/s/Muneaki Masuda March 5, 1998
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Muneaki Masuda, Chairman Date
<PAGE>
ATTACHMENT A
Amendment to Schedule 13D
Rentrak Japan, K.K.
List of Directors, Executive Officers and Controlling Persons
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RESIDENCE/
NAME ADDRESS TITLE CITIZENSHIP
- ---- ------- ----- -----------
So-Tsu Co., Ltd. (1) 50.00% Shareholder Japan
Rentrak Corporation (2) 10.00% Shareholder U.S.A.
Muneaki Masuda (1) Chairman Japan
Representative Director
35.00% Shareholder
Takaai Kusaka (3) President Japan
Representative Director
Chiaki Furuzono (3) Vice President Japan
Director
Robert Berger (2) Director U.S.A.
Steve Roberts (2) Director U.S.A.
Jun'ichiro Nishimura (3) Director Japan
Sei'ichi Imanishi (3) Auditing Director Japan
(1) Culture Convenience Club Co., Ltd.
Sumitomo OBP Plaza Bldg.
1-4-70 Shiromi
Chuo-ku, Osaka 540
JAPAN
(2) Rentrak Corporation
7700 N.E. Ambassador Pl.
Portland, OR 97220
(3) Rentrak Japan, K.K.
Yebisu Garden Place Tower
4-20-3 Ebisu
Shibuya-ku, Tokyo 150
JAPAN
