UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(AMENDMENT NO. 1)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Rentrak Corporation
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(Name of Issuer)
Common Stock, par value $.001 per share
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(Title of Class of Securities)
760174 2
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(CUSIP Number)
Mary Ann Frantz, Esq.
Miller Nash LLP
111 S.W. Fifth Avenue, Suite 3500
Portland, Oregon 97204
(503) 224-5858
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 13, 2000
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(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 17 pages)
<PAGE>
CUSIP No. 7601742 Page 2 of 17 Pages
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1 NAMES OF REPORTING PERSONS
Thomas S. Cousins, Jr.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
N/A
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS *
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States citizen
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NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY 65,000
EACH REPORTING PERSON -----------------------------------------------------
WITH 8 SHARED VOTING POWER
-0-
-----------------------------------------------------
9 SOLE DISPOSITIVE POWER
65,000
-----------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
65,000
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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%
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14 TYPE OF REPORTING PERSON*
IN
================================================================================
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 7601742 Page 3 of 17 Pages
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1 NAMES OF REPORTING PERSONS
David R. Rosencrantz
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
N/A
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
--------------------------------------------------------------------------------
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
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NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY 6,000
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)
0.6%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
================================================================================
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 7601742 Page 4 of 17 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).
(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,
<PAGE>
CUSIP No. 7601742 Page 5 of 17 Pages
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 mandating activities
subject to, federal or state securities laws or finding
any violation with respect to such laws.
<PAGE>
CUSIP No. 7601742 Page 6 of 17 Pages
(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.
James G. Petcoff
(a) James G. Petcoff
<PAGE>
CUSIP No. 7601742 Page 7 of 17 Pages
(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
(c) Mr. Remlinger is president of Bristol Management Corp., a
financial consulting company, located at 9 Brigade Hill
Road, Morristown, New Jersey 07960.
<PAGE>
CUSIP No. 7601742 Page 8 of 17 Pages
(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) 127 E. Washtenaw, Lansing, Michigan 48933
(c) Mr. Rosenbaum is chief executive officer of SWR
Corporation, a company that designs, tests and markets new
industrial chemicals, located at 127 E. Washtenaw,
Lansing, Michigan 48933.
(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
(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).
<PAGE>
CUSIP No. 7601742 Page 9 of 17 Pages
(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
(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,
<PAGE>
CUSIP No. 7601742 Page 10 of 17 Pages
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 person filing this statement used personal funds to acquire
the securities listed in Item 5 below except as follows:
(a) Mark A. Brown has borrowed $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 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 oral understandings with
these individuals that, at a future unspecified date, Mr. Rosenbaum will either
pay to them the market value of the shares or transfer the shares back to them:
---------------------------------------------------------------------
Name No. of Shares Date Acquired
---------------------------------------------------------------------
Arlyn Bossenbrook 20,000 5/11/00
---------------------------------------------------------------------
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
<PAGE>
CUSIP No. 7601742 Page 11 of 17 Pages
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 have filed a statement on
Schedule 13D because they may be 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 have agreed to be nominated for election as directors of
Rentrak in proxy materials to be filed by CARE. Consequently, Messrs. Andrus,
Kuper, Moon and Petcoff may also be 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 have 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;
(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 contribute $5,000 each (except $0 as to Dr. Rosencrantz
and $1,000 as to Mr. Cousins) to CARE to be used to defray the expenses of the
proxy contest;
(4) To comply with the requirements of the state and federal
securities laws; and
<PAGE>
CUSIP No. 7601742 Page 12 of 17 Pages
(5) To cooperate with the other members of CARE to achieve the
objectives of CARE.
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 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 outstanding Rentrak
shares, which individuals have not entered into the CARE Agreement and are not
otherwise participating in the activities of CARE, and one demand relating to
21,375 Rentrak shares, or approximately 0.2 percent of the 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.
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
scheduled for August 21, 2000. 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 and agreed to
include in the Notice of Annual Meeting of Rentrak the proposal relating to
removal of all incumbent directors of Rentrak, amendment of Section 3.2 of the
bylaws of Rentrak and election of five directors as stated in the demands for
special meeting delivered to Rentrak on May 15, 2000.
On June 16, 2000, the members of CARE, CARE's nominees for
director and certain other named defendants were served with a complaint filed
by Rentrak in the United States District Court for the District of Oregon on
June 13, 2000, alleging that the defendants had violated Section 13(d) of and
Rule 14a-9 promulgated under the Exchange Act. Rentrak seeks as relief, among
other things, the preliminary and permanent enjoining of defendants, their
agents and affiliates, and all other persons acting in concert with them or on
their behalf, directly or indirectly, from:
(a) voting in person or by proxy any shares of Rentrak stock;
(b) soliciting any proxies or consents (including any requests
to call a special shareholders meeting) from owners of Rentrak stock;
(c) purchasing or otherwise acquiring any additional Rentrak
stock;
<PAGE>
CUSIP No. 7601742 Page 13 of 17 Pages
(d) taking any steps to replace current Rentrak directors with
nominees of the defendants;
(e) exercising or attempting to exercise influence or control
over the affairs of Rentrak;
(f) initiating any other litigation concerning Rentrak in any
other court or forum;
(g) selling or disposing of Rentrak shares except by orderly
means designed to ensure widespread public distribution;
(h) encouraging other persons to do any of the foregoing or
otherwise acting in concert with others in the acquisition, holding, voting, and
disposition of Rentrak stock; and
(i) such other and further relief as the court deems just and
proper.
The members of CARE and CARE's nominees for director intend to vigorously defend
against these allegations and the relief sought.
If some or all of CARE's nominees for director are elected to the
board of directors of Rentrak and constitute a majority of the Rentrak board of
directors, these nominees intend promptly to consider removing Ron Berger as
Chairman and Chief Executive Officer of Rentrak and initiating a search for an
appropriate replacement for Mr. Berger, which replacement may come from within
or outside Rentrak. Similarly, the CARE nominees intend to 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. The CARE nominees, with the assistance of such outside
advisors as they deem appropriate, intend to 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.
Except as set forth above, the members of CARE and the CARE
nominees do not have any present plans or proposals which relate to or would
result in:
(a) The acquisition by any person of additional securities of
Rentrak, or the disposition of securities of Rentrak;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving Rentrak or any of its subsidiaries;
<PAGE>
CUSIP No. 7601742 Page 14 of 17 Pages
(c) A sale or transfer of a material amount of assets of
Rentrak or of any of its subsidiaries;
(d) Any change in the management of Rentrak;
(e) Any material change in the present capitalization or
dividend policy of Rentrak;
(f) Any other material change in Rentrak's business or
corporate structure;
(g) 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;
(h) 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;
(i) A class of equity securities of Rentrak becoming eligible
for termination of registration pursuant to Section 12(g)(4) of the Exchange
Act; or
(j) Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) AND (b) BENEFICIAL OWNERSHIP. The persons filing this
statement are the beneficial owners of the following numbers of shares of
Rentrak common stock which represent the indicated percentages of the 10,505,137
shares of Rentrak common stock outstanding, based on Rentrak's most recent
quarterly report on Form 10-Q filed on February 10, 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 0.9%
Mark A. Brown 44,550(3) 75,000(4) 44,550(3) 75,000(4) 119,550 1.1%
Thomas S. Cousins, Jr. 65,000 0 65,000 0 65,000 0.6%
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 0.1%
Gordon A. Reck 0 67,000(6) 0 67,000(6) 67,000 0.6%
Donald W. Remlinger 75,000 0 75,000 0 75,000 0.7%
Paul A. Rosenbaum 250,530 0 250,530 0 250,530 2.4%
David R. Rosencrantz 6,000 57,700(10) 6,000 57,700(10) 63,700 0.6%
Guy R. Wolcott 10,000(7) 262,700(8) 10,000(7) 262,700(8) 272,700 2.6%
Frederick L. Zehnder 77,600 3,000(9) 77,600 3,000(9) 80,600 0.8%
Total 1,104,980 10.5%
</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.
<PAGE>
CUSIP No. 7601742 Page 15 of 17 Pages
(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 on behalf of Wolcott Plumbing.
(8) Includes 173,300 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.
(c) RECENT TRANSACTIONS. The following table identifies each
transaction in Rentrak common stock that was effected during the past 60 days by
any person filing this statement:
<TABLE>
<S> <C> <C> <C> <C> <C>
Name of Transaction No. of Shares No. of Shares Share Where & How
Person Date Acquired Sold Price Transaction Was Effected
------ ---- -------- ----------- ----- ------------------------
Paul A. Rosenbaum 4/06/00 30,000 N/A Loan of shares
David R. Rosencrantz 4/2000 10,000 $4.68 Open market purchase
David R. Rosencrantz 4/2000 5,000 $3.97 Open market purchase
Gordon A. Reck 4/27/00 1,000 $4.06 Open market sale
Gordon A. Reck 4/27/00 1,000 $4.09 Open market sale
Paul A. Rosenbaum 5/08/00 3,500 $3.875 Open market purchase
Paul A. Rosenbaum 5/08/00 1,500 $3.938 Open market purchase
Paul A. Rosenbaum 5/11/00 20,000 N/A Loan of shares
</TABLE>
(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) Not applicable.
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.
<PAGE>
CUSIP No. 7601742 Page 16 of 17 Pages
The members of CARE have 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 agrees to take the actions
described in Item 4 hereto.
The persons to be nominated for election as directors pursuant to
proxy materials to be filed on behalf of CARE have executed consents to such
nomination and to serve if elected, which are attached to this Schedule 13D as
EXHIBIT 3.
Other than the 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. 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
Corporation. 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 Corporation:
(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;
(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.*
--------------------
* Previously filed.
<PAGE>
CUSIP NO. 760174 2 Page 17 of 17 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. 1 to statement on Schedule
13D is true, complete, and correct.
June 19, 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)
