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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[_] Definitive Proxy Statement
[X] Definitive Additional Materials
[_] Soliciting Material Under Rule 14a-12
RENTRAK CORPORATION
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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[RENTRAK Logo]
One Airport Center
7700 N.E. Ambassador Place
Portland, Oregon 97220
TO SUPPORT YOUR BOARD - PLEASE VOTE ONLY THE WHITE PROXY CARD
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PLEASE DISCARD ANY BLUE CARD YOU RECEIVE.
September 8, 2000
To Our Shareholders:
You may have recently received proxy solicitation materials from a group led by
Paul Rosenbaum. This group is identifying itself as the Committee for the
Achievement of Rentrak Excellence and is opposed by your board of directors.
They refer to themselves as "CARE". We refer to them as the "CARELESS Group,"
because we think they care more about themselves and less about the interests of
all Rentrak shareowners. Among other things, this dissident group is attempting
to solicit your votes in support of their own nominees for election to the
Rentrak board.
DO NOT BE MISLED!
CARELESS has not told you the whole story about Rentrak's stock performance.
See inside for further details.
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This graph shows Rentrak's stock performance since January 1999.
[Line graph depicts the price of Rentrak Corporation common stock from January
1999 to August 2000.]
The following three graphs show the stock performance for Rentrak's closest
competitors for the fulfillment part of Rentrak's business since the initial
public offering of each company.
[Three line graphs depict the price of Ascendant Solutions, Inc., PFSweb, Inc.,
and Valley Media, Inc. common stock from the date of their initial public
offerings to August 2000.]
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The following graphs show the stock performance for six public companies that
are primarily in the specialty video retail business.
[Six line graphs depict the price of Blockbuster, Inc., Hastings Entertainment,
Inc., Hollywood Entertainment Corp., Movie Gallery, Inc., Video Update, Inc.,
and West Coast Entertainment Corp. common stock from January 1999 to August
2000.]
The CARELESS Group doesn't seem to understand that Rentrak's current management
and board of directors has outperformed its competitors over the same time
period. Do not replace the current team with one that has zero experience in
any of Rentrak's business segments.
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IMPORTANT
1. To vote Rentrak's slate of directors you must sign, date and return the WHITE
PROXY CARD.
2. If you have already voted for the CARELESS Group nominees, you have every
legal right to change your mind and vote FOR Rentrak's nominees on the WHITE
PROXY CARD. Only your latest dated proxy card will count. We, therefore,
urge you to sign the WHITE PROXY CARD.
3. Remember, it is vitally important that you vote! Not voting reduces the
number of votes the CARELESS Group needs to take control of your company.
4. We urge you not to sign the shareholder group's blue proxy card. If you do,
it might revoke or cancel an earlier dated management proxy.
5. If you have any questions or require assistance in voting your proxy, please
call our proxy solicitor, Corporate Investor Communications, Inc., toll-free
1-888-560-9906.
THE CARELESS GROUP IS NOT TELLING YOU THE WHOLE STORY.
DO NOT BE MISLED!
Very truly yours,
BOARD OF DIRECTORS OF RENTRAK CORPORATION.
