UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(AMENDMENT NO. 3)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Rentrak Corporation
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.001 per share
--------------------------------------------------------------------------------
(Title of Class of Securities)
760174 2
--------------------------------------------------------------------------------
(CUSIP Number)
Mary Ann Frantz, Esq.
Miller Nash LLP
111 S.W. Fifth Avenue, Suite 3500
Portland, Oregon 97204
(503) 224-5858
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 22, 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 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: [ ]
(Continued on following pages)
(Page 1 of 29 pages)
<PAGE>
CUSIP NO. 760174 2 Page 2 of 29 pages
1 NAMES OF REPORTING PERSONS
Cecil D. Andrus
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
N/A
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS *
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States citizen
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED 1,000
BY EACH REPORTING
PERSON WITH 8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
1,000
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% (less than 1/10 of 1 percent)
14 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 760174 2 Page 3 of 29 pages
1 NAMES OF REPORTING PERSONS
Michael J. Annechino
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
N/A
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS *
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States citizen
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED 2,000
BY EACH REPORTING
PERSON WITH 8 SHARED VOTING POWER
95,400
9 SOLE DISPOSITIVE POWER
2,000
10 SHARED DISPOSITIVE POWER
95,400
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
97,400
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.8%
14 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 760174 2 Page 4 of 29 pages
1 NAMES OF REPORTING PERSONS
Mark A. Brown
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
N/A
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS *
PF, OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States citizen
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED 44,550
BY EACH REPORTING
PERSON WITH 8 SHARED VOTING POWER
75,000
9 SOLE DISPOSITIVE POWER
44,550
10 SHARED DISPOSITIVE POWER
75,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
119,550
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.0%
14 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 760174 2 Page 5 of 29 pages
1 NAMES OF REPORTING PERSONS
Thomas S. Cousins, Jr.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
N/A
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS *
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States citizen
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED 65,000
BY EACH REPORTING
PERSON WITH 8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
65,000
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
65,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.5%
14 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 760174 2 Page 6 of 29 pages
1 NAMES OF REPORTING PERSONS
George H. Kuper
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
N/A
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS *
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States citizen
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED -0-
BY EACH REPORTING
PERSON WITH 8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 760174 2 Page 7 of 29 pages
1 NAMES OF REPORTING PERSONS
Joon S. Moon
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
N/A
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS * PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States citizen
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED 1,000
BY EACH REPORTING
PERSON WITH 8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
1,000
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% (less than 1/10 of 1%)
14 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 760174 2 Page 8 of 29 pages
1 NAMES OF REPORTING PERSONS
James G. Petcoff
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
N/A
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS *
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States citizen
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED -0-
BY EACH REPORTING
PERSON WITH
8 SHARED VOTING POWER
11,500
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
11,500
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% (less than 1/10 of 1 percent)
14 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 760174 2 Page 9 of 29 pages
1 NAMES OF REPORTING PERSONS
Gordon A. Reck
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
N/A
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS *
PF, OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States citizen
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED -0-
BY EACH REPORTING
PERSON WITH 8 SHARED VOTING POWER
67,000
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
67,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
67,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.5 %
14 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 760174 2 Page 10 of 29 pages
1 NAMES OF REPORTING PERSONS Donald W. Remlinger
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
N/A
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS *
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States citizen
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED 75,000
BY EACH REPORTING
PERSON WITH 8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
75,000
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
75,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.6%
14 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 760174 2 Page 11 of 29 pages
1 NAMES OF REPORTING PERSONS
Paul A. Rosenbaum
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
N/A
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS *
PF, OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States citizen
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED 250,730
BY EACH REPORTING
PERSON WITH 8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
250,730
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
250,730
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.0%
14 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 760174 2 Page 12 of 29 pages
1 NAMES OF REPORTING PERSONS
David R. Rosencrantz
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
N/A
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS *
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States citizen
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED 6,000
BY EACH REPORTING
PERSON WITH 8 SHARED VOTING POWER
57,700
9 SOLE DISPOSITIVE POWER
6,000
10 SHARED DISPOSITIVE POWER
57,700
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
63,700
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.5%
14 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 760174 2 Page 13 of 29 pages
1 NAMES OF REPORTING PERSONS
Guy R. Wolcott
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
N/A
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS *
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States citizen
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED 10,000
BY EACH REPORTING
PERSON WITH
8 SHARED VOTING POWER
286,300
9 SOLE DISPOSITIVE POWER
10,000
10 SHARED DISPOSITIVE POWER
286,300
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
296,300
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.4%
14 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 760174 2 Page 14 of 29 pages
1 NAMES OF REPORTING PERSONS
Frederick L. Zehnder
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
N/A
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS *
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States citizen
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED 77,600
BY EACH REPORTING
PERSON WITH 8 SHARED VOTING POWER
3,000
9 SOLE DISPOSITIVE POWER
77,600
10 SHARED DISPOSITIVE POWER
3,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
80,600
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.7%
14 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 760174 2 Page 15 of 29 pages
ITEM 1. SECURITY AND ISSUER.
This statement relates to the common stock, $.001 par value, of
Rentrak Corporation ("Rentrak"), an Oregon corporation, with its principal
executive offices located at 7700 NE Ambassador Place, Portland, Oregon 97220.
ITEM 2. IDENTITY AND BACKGROUND.
The names, addresses, principal occupations or employment,
involvement in certain legal proceedings, and citizenship of the persons filing
this statement are as follows:
Cecil D. Andrus
(a) Cecil D. Andrus
(b) 350 N. Ninth Street, Boise, Idaho 83702
(c) Mr. Andrus is Chairman of the Center for Public Policy,
Boise State University, Boise, Idaho.
(d) Mr. Andrus, during the last five years, has not been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) Mr. Andrus, during the last five years, has not been a
party to a civil proceeding of a judicial or
administrative body of competent jurisdiction which
resulted in Mr. Andrus being at any time 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.
(f) United States citizen.
Michael J. Annechino
(a) Michael J. Annechino
(b) 13305 N.E. 2nd Court, Vancouver, Washington 98685
(c) Mr. Annechino has his own financial consulting business,
PCSG, Inc., located at 13305 N.E. 2nd Court, Vancouver,
Washington 98685.
(d) Mr. Annechino, during the last five years, has not been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
<PAGE>
CUSIP NO. 760174 2 Page 16 of 29 pages
(e) Mr. Annechino, during the last five years, has not been a
party to a civil proceeding of a judicial or
administrative body of competent jurisdiction which
resulted in Mr. Annechino being at any time 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.
(f) United States citizen.
Mark A. Brown
(a) Mark A. Brown
(b) 2730 N.E. Riverside Way, Portland, Oregon 97211
(c) Mr. Brown is vice president/finance of VWR Scientific
Products, a wholesale distributor of scientific equipment,
supplies, chemicals and furniture, located at 2730 N.E.
Riverside Way, Portland, Oregon 97211.
(d) Mr. Brown, during the last five years, has not been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) Mr. Brown, during the last five years, has not been a
party to a civil proceeding of a judicial or
administrative body of competent jurisdiction which
resulted in Mr. Brown being at any time 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.
(f) United States citizen.
Thomas S. Cousins, Jr.
(a) Thomas S. Cousins, Jr.
(b) 540 Columbine Avenue, Broomfield, Colorado
(c) Mr. Cousins is an investment executive with U.S. Bancorp
Piper Jaffray, 1327 Spruce Street, Boulder, Colorado
80302.
(d) Mr. Cousins, during the last five years, has not been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) Mr. Cousins, during the last five years, has not been a
party to a civil proceeding of a judicial or
administrative body of competent jurisdiction which
resulted in Mr. Cousins being at any time subject to a
judgment, decree or final order enjoining future
violations of, or prohibiting or
<PAGE>
CUSIP NO. 760174 2 Page 17 of 29 pages
mandating activities subject to, federal or state
securities laws or finding any violation with respect to
such laws.
(f) United States citizen.
George H. Kuper
(a) George H. Kuper
(b) 3600 Green Court, Ann Arbor, Michigan 48105
(c) Mr. Kuper has his own consulting business in the areas of
public policy, environmental and energy issues located at
3600 Green Court, Ann Arbor, Michigan 48105.
(d) Mr. Kuper, during the last five years, has not been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) Mr. Kuper, during the last five years, has not been a
party to a civil proceeding of a judicial or
administrative body of competent jurisdiction which
resulted in Mr. Kuper being at any time 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.
(f) United States citizen.
Joon S. Moon
(a) Joon S. Moon
(b) 11000 Mt. Rose Highway, Reno, Nevada 89511
(c) Mr. Moon is chairman of Rooto Corporation, a manufacturer
of industrial and household chemicals, located at 3505
West Grand River Avenue, Howell, Michigan 48843.
(d) Mr. Moon, during the last five years, has not been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) Mr. Moon, during the last five years, has not been a party
to a civil proceeding of a judicial or administrative body
of competent jurisdiction which resulted in Mr. Moon being
at any time 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.
(f) United States citizen.
<PAGE>
CUSIP NO. 760174 2 Page 18 of 29 pages
James G. Petcoff
(a) James G. Petcoff
(b) 28819 Franklin Road, Southfield, Michigan 48034
(c) Mr. Petcoff is president and chief executive officer of
North Pointe Financial Services, a provider of insurance
and other financial services, located at 28819 Franklin
Road, Southfield, Michigan 48034.
(d) Mr. Petcoff, during the last five years, has not been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) Mr. Petcoff, during the last five years, has not been a
party to a civil proceeding of a judicial or
administrative body of competent jurisdiction which
resulted in Mr. Petcoff being at any time 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.
(f) United States citizen.
Gordon A. Reck
(a) Gordon A. Reck
(b) 17108 Mack, Grosse Pointe, Michigan 48230
(c) Mr. Reck is an associate broker at Jim Saros Agency, a
realtor located at 17108 Mack, Grosse Pointe, Michigan
48230.
(d) Mr. Reck, during the last five years, has not been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) Mr. Reck, during the last five years, has not been a party
to a civil proceeding of a judicial or administrative body
of competent jurisdiction which resulted in Mr. Reck being
at any time 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.
(f) United States citizen.
Donald W. Remlinger
(a) Donald W. Remlinger
(b) 9 Brigade Hill Road, Morristown, New Jersey 07960
<PAGE>
CUSIP NO. 760174 2 Page 19 of 29 pages
(c) Mr. Remlinger is president of Bristol Management Corp., a
financial consulting company, located at 9 Brigade Hill
Road, Morristown, New Jersey 07960.
(d) Mr. Remlinger, during the last five years, has not been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) Mr. Remlinger, during the last five years, has not been a
party to a civil proceeding of a judicial or
administrative body of competent jurisdiction which
resulted in Mr. Remlinger being at any time 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.
(f) United States citizen.
Paul A. Rosenbaum
(a) Paul A. Rosenbaum
(b) 7700 N.E. Ambassador Place, Portland, Oregon 97220
(c) Mr. Rosenbaum is Chairman of the Board and interim Chief
Executive Officer of Rentrak Corporation. He is also chief
executive officer of SWR Corporation, a company that
designs, tests and markets new industrial chemicals,
located at 127 E. Washtenaw, Lansing, Michigan 48933.
Rentrak distributes pre-recorded videocassettes on a
revenue-sharing basis and provides fulfillment, order
processing and inventory management services through its
subsidiary 3PF.COM, Inc.
(d) Mr. Rosenbaum, during the last five years, has not been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) Mr. Rosenbaum, during the last five years, has not been a
party to a civil proceeding of a judicial or
administrative body of competent jurisdiction which
resulted in Mr. Rosenbaum being at any time 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.
(f) United States citizen.
David R. Rosencrantz
(a) David R. Rosencrantz
<PAGE>
CUSIP NO. 760174 2 Page 20 of 29 pages
(b) 2222 N.W. Lovejoy, Ste. 416, Portland, Oregon 97210
(c) Dr. Rosencrantz is a urologist practicing at 2222 N.W.
Lovejoy, Ste. 416, Portland, Oregon 97210.
(d) Dr. Rosencrantz, during the last five years, has not been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) Dr. Rosencrantz, during the last five years, has not been
a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction which
resulted in Dr. Rosencrantz being at any time 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.
(f) United States citizen.
Guy R. Wolcott
(a) Guy R. Wolcott
(b) 2050 N.W. Burnside, Gresham, Oregon 97030.
(c) Mr. Wolcott is president of his own plumbing contracting
business, Wolcott Plumbing, located at 2050 N.W. Burnside,
Gresham, Oregon 97030.
(d) Mr. Wolcott, during the last five years, has not been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) Mr. Wolcott, during the last five years, has not been a
party to a civil proceeding of a judicial or
administrative body of competent jurisdiction which
resulted in Mr. Wolcott being at any time 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.
(f) United States citizen.
Frederick L. Zehnder
(a) Frederick L. Zehnder
(b) 504 N. Franklin, Frankenmuth, Michigan 48734
<PAGE>
CUSIP NO. 760174 2 Page 21 of 29 pages
(c) Dr. Zehnder practices as an optometrist at 504 N.
Franklin, Frankenmuth, Michigan 48734.
(d) Dr. Zehnder, during the last five years, has not been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) Dr. Zehnder, during the last five years, has not been a
party to a civil proceeding of a judicial or
administrative body of competent jurisdiction which
resulted in Dr. Zehnder being at any time 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.
(f) United States citizen.
Information with respect to each person filing this statement is
given solely by such person and no person has responsibility for the accuracy or
completeness of the information supplied by another person.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The persons filing this statement used personal funds to acquire
the securities listed in Item 5 below except as follows:
(a) Mark A. Brown has borrowed approximately $138,000 to
purchase or hold Rentrak common stock through a margin account with First Union
Brokerage Services, Inc.
(b) Gordon A. Reck has borrowed a total of approximately
$75,800 to purchase or hold Rentrak common stock through margin accounts with
A.G. Edwards, Inc., First Union Brokerage Services, and Olde Discount
Corporation.
(c) Paul A. Rosenbaum has borrowed approximately $406,000 to
purchase or hold Rentrak common stock through a margin account with Prudential
Securities, Inc.
(d) Paul A. Rosenbaum has acquired sole voting and dispositive
power with respect to a total of 89,300 shares of Rentrak common stock from the
following persons on the dates indicated pursuant to an understanding with each
individual that upon the demand of the individual, Mr. Rosenbaum will either pay
in cash the market value of the shares on the date of demand, plus in some cases
interest at an annual rate of 10 percent, or transfer the shares back to the
individual:
<PAGE>
CUSIP NO. 760174 2 Page 22 of 29 pages
Name No. of Shares Date Acquired
---- ------------- -------------
Arlyn and Eunice Bossenbrook 20,000 4/11/00
Paul Naz 30,000 4/06/00
Bud Stoddard 9,000 10/07/99
David Watson 30,300 8/16/99
ITEM 4. PURPOSE OF TRANSACTION.
Michael J. Annechino, Mark A. Brown, Gordon A. Reck, Donald W.
Remlinger, Paul A. Rosenbaum, Guy R. Wolcott and Frederick L. Zehnder entered
into an Agreement among Rentrak Shareholders dated as of May 24, 2000 (the "CARE
Agreement") to form the Committee for the Achievement of Rentrak Excellence
("CARE"). David R. Rosencrantz and Thomas S. Cousins, Jr., agreed to join CARE
on June 13, 2000, and June 14, 2000, respectively. The members of CARE filed a
statement on Schedule 13D because they may have been deemed to be part of a
"group" within the meaning of Section 13(d)(3) of the Securities Exchange Act of
1934, as amended (the "Exchange Act").
Cecil D. Andrus, George H. Kuper, Joon S. Moon, James K. Petcoff
and Paul A. Rosenbaum agreed to be nominated for election as directors of
Rentrak in proxy materials filed by CARE. Consequently, Messrs. Andrus, Kuper,
Moon and Petcoff may also have been deemed to be part of a "group" within the
meaning of Section 13(d)(3) of the Exchange Act.
Pursuant to the CARE Agreement, the members of CARE agreed as
follows:
(1) To be named as a member of CARE in proxy materials to be
filed with the Securities and Exchange Commission (the "SEC") in connection with
the solicitation of proxies for the annual meeting or a special meeting of the
Rentrak shareholders to be held in 2000 (the "Meeting");
(2) To vote all shares of Rentrak common stock as to which such
person has voting rights in favor of the following actions at the Meeting:
(a) The removal from office of all of the current
directors of Rentrak;
(b) The amendment of Rentrak's bylaws to provide for a
board of directors with five members elected annually to one-year terms and to
delete provisions for a classified board with staggered three-year terms;
<PAGE>
CUSIP NO. 760174 2 Page 23 of 29 pages
(c) The election of the following nominees for director:
Cecil D. Andrus
George H. Kuper
Joon S. Moon
James K. Petcoff
Paul A. Rosenbaum
or such other nominees for director as may be named in the proxy materials filed
by CARE with the SEC;
(3) To comply with the requirements of the state and federal
securities laws; and
(4) To cooperate with the other members of CARE to achieve the
objectives of CARE.
As of September 19, 2000, the members of CARE and CARE's intended
nominees for director had contributed the following amounts to defray the
expenses of the proxy contest, including attorneys' fees in connection with
legal proceedings by or against Rentrak and its directors and officers: Mr.
Andrus, $2,500; Mr. Annechino, $5,000; Mr. Brown, $15,000; Mr. Cousins, $10,000;
Mr. Kuper, $2,500; Mr. Moon, $2,500; Mr. Petcoff, $0; Mr. Reck, $5,000; Mr.
Remlinger, $10,000; Mr. Rosenbaum, $5,000; Dr. Rosencrantz, $5,000; Mr. Wolcott,
$10,000; and Dr. Zehnder, $10,000.
On May 15, 2000, demands signed by Cede & Co. as the record
holder of a total of 997,080 shares of Rentrak common stock, or approximately
9.5 percent of the then outstanding Rentrak shares, beneficially owned by
Messrs. Annechino, Brown, Cousins, Reck, Remlinger, Rosenbaum, and Wolcott and
Drs. Rosencrantz and Zehnder, together with two other individuals holding a
total of 175,250 Rentrak shares, or approximately 1.7 percent of the then
outstanding Rentrak shares, which individuals did not enter into the CARE
Agreement and did not otherwise participate in the activities of CARE, and one
demand relating to 21,375 Rentrak shares, or approximately 0.2 percent of the
then outstanding Rentrak shares, signed by Olde Discount Corporation on behalf
of Mr. Reck together with a demand signed by Mr. Reck individually, were
delivered to the Secretary of Rentrak pursuant to Section 60.204(1)(b) of the
Oregon Revised Statutes. The demands requested that a special meeting of the
shareholders of Rentrak be called for June 30, 2000, or as soon thereafter as
practicable, for the purposes of removing from office the entire board of
directors of Rentrak, consisting of nine persons, of amending Rentrak's bylaws
as described in (2)(a) above, and of electing a new full board of directors,
consisting of five persons, to hold office until the next annual meeting of
shareholders. At the time the demands were delivered to Rentrak, the nominees
for director to be nominated for election at the requested special meeting of
shareholders had not been determined. Information regarding CARE's proposed
nominees for director was submitted to Rentrak on June 14, 2000.
<PAGE>
CUSIP NO. 760174 2 Page 24 of 29 pages
On June 14, 2000, Mr. Rosenbaum, through counsel, proposed to
Rentrak's counsel that the three items identified in the demands for a special
meeting be submitted for action at Rentrak's annual meeting of shareholders. If
this proposal was accepted, Mr. Rosenbaum agreed that he and other members of
CARE beneficially owning at least 4 percent of the outstanding Rentrak stock
would cause Cede & Co. to withdraw its demands for a special meeting of
shareholders of Rentrak with respect to such shares. On June 15, 2000, Rentrak,
through counsel, accepted this offer.
Rentrak's annual meeting of shareholders occurred on September
19, 2000. At the meeting, a majority of Rentrak's shareholders voted in favor of
CARE's proposals to amend Section 3.2 of Rentrak's bylaws and to elect CARE's
five nominees to Rentrak's board of directors.
CARE selected nominees that it expects, in the exercise of their
fiduciary duties as directors of Rentrak, will (1) consider the retention of an
outside consultant to conduct a review of Rentrak's financial records in
conjunction with Rentrak's independent certified public accountants, Arthur
Andersen LLP, and to take any steps deemed appropriate based on the outcome of
such review; and (2) investigate and seek to implement potential business
opportunities to enhance the value of Rentrak for its shareholders, which
transactions may include the possible spin off or public offering of equity
securities of 3PF.COM, Inc. (a wholly owned subsidiary of Rentrak), the sale of
one or more subsidiaries of Rentrak, including 3PF.COM, Inc., the sale of all or
a portion of the assets of Rentrak, or a business combination or merger or other
business transaction involving Rentrak or its subsidiaries.
Ron Berger resigned as chief executive officer of Rentrak on
September 15, 2000. Mr. Rosenbaum has been appointed as interim chief executive
officer effective September 20, 2000, pending successful completion of a search
for a person to fill this position on a permanent basis.
The members of CARE successfully accomplished all of the
objectives set forth in the CARE Agreement. Because CARE achieved all of its
objectives, the members of CARE terminated the CARE Agreement effective
September 22, 2000.
Except as the newly elected CARE nominees may determine from time
to time in the exercise of their fiduciary duties as directors of Rentrak, the
former members of CARE and the Rentrak directors nominated by CARE do not have
any present plans or proposals other than those described above which relate to
or would result in:
(a) The acquisition by any person of additional securities of
Rentrak;
(b) The disposition by any person of securities of Rentrak;
(c) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving Rentrak or any of its subsidiaries;
<PAGE>
CUSIP NO. 760174 2 Page 25 of 29 pages
(d) A sale or transfer of a material amount of assets of
Rentrak or of any of its subsidiaries;
(e) Any change in the management of Rentrak;
(f) Any material change in the present capitalization or
dividend policy of Rentrak;
(g) Any other material change in Rentrak's business or
corporate structure;
(h) Changes in Rentrak's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of Rentrak by any person;
(i) Causing a class of securities of Rentrak to cease to be
authorized to be quoted in an inter-dealer quotation system of a registered
national securities association;
(j) A class of equity securities of Rentrak becoming eligible
for termination of registration pursuant to Section 12(g)(4) of the Exchange
Act; or
(k) Any action similar to any of those enumerated above.
<PAGE>
CUSIP NO. 760174 2 Page 26 of 29 pages
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(A) AND (B) BENEFICIAL OWNERSHIP. The persons filing this
statement were the beneficial owners of the following numbers of shares of
Rentrak common stock representing the indicated percentages of the 12,295,684
shares of Rentrak common stock outstanding as of September 23, 2000, based on
Rentrak's definitive proxy statement filed on August 11, 2000:
<TABLE>
Sole Shared Sole Shared Total Shares Percentage of
Voting Voting Dispositive Dispositive Beneficially Outstanding
Name Power Power Power Power Owned Stock
---- ----- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C>
Cecil D. Andrus 1,000 0 1,000 0 1,000 0.0%(1)
Michael J. Annechino 2,000 95,400(2) 2,000 95,400(2) 97,400 0.8%
Mark A. Brown 44,550(3) 75,000(4) 44,550(3) 75,000(4) 119,550 1.0%
Thomas S. Cousins, Jr. 65,000 0 65,000 0 65,000 0.5%
George H. Kuper 0 0 0 0 0 0.0%
Joon S. Moon 1,000 0 1,000 0 1,000 0.0%(1)
James G. Petcoff 0 11,500(5) 0 11,500(5) 11,500 0.0%(1)
Gordon A. Reck 0 67,000(6) 0 67,000(6) 67,000 0.5%
Donald W. Remlinger 75,000 0 75,000 0 75,000 0.6%
Paul A. Rosenbaum 250,730 0 250,730 0 250,730 2.0%
David R. Rosencrantz 6,000 57,700(10) 6,000 57,700(10) 63,700 0.5%
Guy R. Wolcott 10,000(7) 286,300(8) 10,000(7) 286,300(8) 296,300 2.4%
Frederick L. Zehnder 77,600 3,000(9) 77,600 3,000(9) 80,600 0.7%
Total 1,119,480 9.1%
</TABLE>
(1) Represents less than 1/10 of 1% of the outstanding Rentrak shares.
(2) Represents shares owned jointly by Mr. Annechino and his wife, Theresa
Ann Annechino, who is a citizen of the United States and is employed by PCSG,
Inc., Mr. Annechino's financial consulting business located at 13305 N.E. 2nd
Court, Vancouver, Washington 98685.
(3) Includes 7,800 shares owned by Mr. Brown's minor children, Chris Brown
and Lauren Brown, and his nephew Adam Kraushaar.
(4) Represents shares owned jointly by Mr. Brown and his wife, Sherri K.
Brown, who is a citizen of the United States and is not employed; her address is
18672 S.E. Hwy 212, Clackamas, Oregon 97015.
(5) Represents shares owned jointly by Mr. Petcoff and his wife, Janice
Marie Petcoff, who is a citizen of the United States and is not employed; her
address is 5853 Clearview Court, Troy, Michigan 48098.
(6) Represents shares owned jointly by Mr. Reck and his wife, Susan E.
Reck, who is a citizen of the United States and is a teacher employed by the
Detroit Board of Education; her address is 765 Middlesex, Grosse Pointe Park,
Michigan 48230.
(7) Represents shares owned by the Wolcott Plumbing Profit Sharing Trust,
2050 N.W. Burnside, Gresham, Oregon 97030, as to which Mr. Wolcott exercises
voting and dispositive power.
(8) Includes 198,300 shares owned jointly by Mr. Wolcott and his wife,
Chris Wolcott, who is a citizen of the United States and is not employed; her
address is 3633 Oxbow Parkway, Gresham, Oregon 97080. Also includes 88,000
shares owned by the WF Foundation, P.O. Box 2007, Gresham, Oregon 97030, an
Oregon nonprofit corporation, of which Mr. Wolcott, his wife Chris and his son
Guy Wolcott, Jr., are directors. Guy Wolcott, Jr., is a citizen of the United
States and is employed as a plumbing estimator with Wolcott Plumbing located at
2050 N.W. Burnside, Gresham, Oregon 97030. Also includes 1,400 shares held in
Chris Wolcott's individual retirement account, as to which Mr. Wolcott may be
deemed to have beneficial ownership.
(9) Represents shares owned by Dr. Zehnder's wife, Wendy Ann Zehnder, as
to which he may be deemed to have beneficial ownership. Mrs. Zehnder is a
citizen of the United States and is self-employed as an interior decorator; her
address is 7576 S. Block Road, Frankenmuth, Michigan 48734.
(10) Represents shares owned jointly by Dr. Rosencrantz and his wife, Diane
S. Rosencrantz, who is a citizen of the United States and is office manager at
Dr. Rosencrantz's office located at 2222 N.W. Lovejoy, Ste. 416, Portland,
Oregon 97210.
Except as expressly otherwise set forth in this statement, each person filing
this statement disclaims beneficial ownership of the shares of Rentrak common
stock beneficially owned by any other person filing this statement or any other
person.
<PAGE>
CUSIP NO. 760174 2 Page 27 of 29 pages
(C) Not applicable.
(D) RIGHTS TO RECEIVE DISTRIBUTIONS. No third person is known,
with respect to shares of Rentrak common stock, to have the right to receive
dividends or to have the power to direct the receipt of dividends or to receive
or direct the receipt of proceeds from the sale of Rentrak stock from any person
filing this statement other than such person's spouse and, with respect to
88,000 shares and 10,000 shares, respectively, the WF Foundation and the Wolcott
Plumbing Profit Sharing Trust.
(E) CESSATION OF 5 PERCENT OWNERSHIP. The persons filing this
statement have ceased to be a "group" within the meaning of Section 13(d)(3) of
the Exchange Act and, therefore, to be the beneficial owners, as a group, of
more than 5 percent of the Rentrak common stock effective September 22, 2000.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Each person filing this statement has executed a power of
attorney, copies of which are attached to this Schedule 13D as EXHIBIT 1. The
powers of attorney authorize Paul A. Rosenbaum to execute and file this Schedule
13D and other filings required by the federal securities laws on behalf of the
persons executing such powers of attorney.
The members of CARE entered into the CARE Agreement, which is
attached to this Schedule 13D as EXHIBIT 2 and is hereby incorporated by
reference. In the CARE Agreement, each signatory agreed to take the actions
described in Item 4 hereto.
The persons nominated for election as directors pursuant to proxy
materials filed on behalf of CARE executed consents to such nomination and to
serve if elected, which are attached to this Schedule 13D as EXHIBIT 3.
The CARE Agreement was terminated effective September 22, 2000,
pursuant to the Supplement to CARE Agreement attached as EXHIBIT 5.
Other than the CARE Agreement, the Supplement to CARE Agreement,
the powers of attorney and the consents referred to above, there are no
contracts, arrangements, understandings, or relationships (legal or otherwise)
among the persons filing this statement with respect to any securities of
Rentrak. Except as described in Items 3 and 4 above, there are no other
contracts, arrangements, understandings, or relationships between persons filing
this statement and any other person with respect to any securities of Rentrak.
Specifically, except as disclosed above, no person filing this statement is a
party to any of the following with respect to the securities of Rentrak:
(a) any voting agreement or agreement for the transfer of Rentrak
securities;
(b) any finder's fee arrangement;
(c) any joint venture;
(d) any loan or option arrangement;
<PAGE>
CUSIP NO. 760174 2 Page 28 of 29 pages
(e) any put or call;
(f) any guarantee of profits;
(g) any division of profits or loss;
(h) the giving or withholding of any proxy; or
(i) any pledge or similar arrangement under which another person could gain
control over the person's stock.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Powers of Attorney executed by Messrs. Andrus, Annechino,
Brown, Kuper, Moon, Petcoff, Reck, Remlinger, Wolcott, and Dr. Zehnder
in connection with Schedule 13D and other filings under the Securities
Exchange Act of 1934.*
1.1 Powers of Attorney executed by Mr. Cousins and Dr.
Rosencrantz in connection with Schedule 13D and other filings under
the Securities Exchange Act of 1934.*
2. Agreement Among Rentrak Shareholders dated as of May 24,
2000, among the shareholders named in Attachment A thereto.*
3. Consents to be Nominated for Election as Director.*
4. Agreement between David Watson and Paul Rosenbaum dated
August 31, 1999.*
5. Supplement to CARE Agreement dated as of September 22, 2000,
among the Rentrak shareholders.
---------------
* Previously filed.
<PAGE>
CUSIP NO. 760174 2 Page 29 of 29 pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Amendment No. 3 to statement on Schedule
13D is true, complete, and correct.
October 2, 2000
------------------------------------------
Date
CECIL D. ANDRUS*
MICHAEL J. ANNECHINO*
MARK A. BROWN*
THOMAS S. COUSINS, JR.*
GEORGE H. KUPER*
JOON S. MOON*
JAMES G. PETCOFF*
GORDON A. RECK*
DONALD W. REMLINGER*
/s/ Paul A. Rosenbaum
---------------------
Paul A. Rosenbaum
DAVID R. ROSENCRANTZ*
GUY R. WOLCOTT*
FREDERICK L. ZEHNDER*
*By /s/ Paul A. Rosenbaum
---------------------
Paul A. Rosenbaum, Attorney-in-Fact
Attention: Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001)
