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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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[_] 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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Media Contact: Investor Contact:
Dick Gersh Rick Nida
Richard Gersh Associates Rentrak Corporation
212-757-1101 503-284-7581 Ext. 295
FOR IMMEDIATE RELEASE:
Institutional Shareholder Services Recommends
Support for the Board of Rentrak Corporation
PORTLAND, Ore. (Sept. 13, 2000)--Rentrak Corporation (Nasdaq:RENT) today
announced that Institutional Shareholder Services (ISS) has recommended that
shareholders vote FOR the Company's entire slate of nominees to the board of
directors and against the nominees of the dissident Paul Rosenbaum group. ISS
also recommended a vote against the Rosenbaum proposal to change the board size
from nine to five. Rentrak's Annual Meeting of Shareowners is scheduled for
Sept. 19, 2000.
Institutional Shareholder Services, based in Rockville, Maryland, is an
independent advisor to institutional investors and provides proxy research,
proxy voting recommendations and voting agent services.
In its report ISS concluded, "Ultimately, we believe that shareholders
would be best served by retaining the incumbent directors rather than electing
the dissident nominees. While Rentrak's financial results have been impacted by
changing industry conditions, we believe that the present board and management
have set out a realistic plan for moving the company forward and coping with
these changes. Furthermore, given the fact that both CARE and management believe
that the PPT business can continue to be profitable, we believe that it would be
unwise to displace the entire Rentrak board, which is comprised of numerous
individuals with significant experience and contacts in the movie industry, in
favor of the CARE nominees, none of whom have any direct industry experience."
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The ISS report continued, ""Based on the inappropriate timing of the option
loan program, we do believe that Rentrak's board could benefit from the addition
of one or more independent directors to provide an additional perspective on
such transactions in the future. In asking shareholders to replace the entire
Rentrak board, however, the dissidents have reached too far. While the addition
of one or two independent directors to the board would almost certainly benefit
the company, the ouster of all nine incumbents would be a drastic move that is
simply not warranted by Rentrak's situation at this time."
Ron Berger, Rentrak's Chairman and Chief Executive Officer, said, "We are
very pleased that professional advisors, who have no ties to either side in this
proxy contest, have examined the facts, analyzed the performance of the Company
and the current management, and concluded that the best interests of the
shareowners are served by the reelection of Rentrak's nominees and not those of
the Rosenbaum group. We urge all shareowners to support the current board and
vote only the WHITE proxy card."
As previously announced, Rentrak has scheduled a conference call for all
shareowners, the media and other interested parties for Thursday, Sept. 14,
2000, at 2 p.m. Pacific time to discuss issues surrounding the proxy contest.
Interested parties may participate in the conference call by dialing 888-566-
5775 or 712-257-3716 for international and provide the operator with the
password of "RENTRAK." Participants may also view a slide presentation on the
Internet in conjunction with the call. Instructions for accessing the slide
presentation are available on Rentrak's Web site http://www.rentrak.com. Also
available on the Rentrak Web site is information about a lawsuit Rentrak
filed against the members of the Rosenbaum group and others alleging that the
defendants have violated Section 13(d) and Rule 14a-9, the beneficial ownership
and proxy provisions under the Securities Exchange Act of 1934.
Rentrak Corporation, through its PPT system, is the world's largest
distributor of pre-recorded videocassettes on a revenue-sharing basis. The
company directly services retailers throughout the U.S. and Canada and, through
affiliated companies, supplies a growing number of international outlets in
Japan and the United Kingdom.
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3PF.COM, Inc. (3PF) a wholly owned subsidiary, provides fulfillment, order
processing and inventory management services for e-commerce companies and other
companies requiring just-in-time fulfillment. It operates two Midwestern hub-
based distribution centers offering late night order cut-off and 24/7
capabilities, with a total of 320,000 square feet of warehouse space. An
additional 120,000 square foot facility is scheduled to open in the near future.
3PF can be accessed on the Web at http://www.3PF.COM.
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Shareowners may obtain information regarding the participants involved in the
Company's proxy solicitation, including a description of their direct and
indirect interests, by security holdings or otherwise in the Company's Proxy
Statement filed with the Securities and Exchange Commission. Shareholders
should read the Company's Proxy Statement because it contains important
information. The Company's Proxy Statement and related documents and
information is available for free at the Commission's World Wide Web site at
http://www.sec.gov. The Company's definitive Proxy Statement will be available
for free from the Company and the participants.
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