SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [ X ]
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
--------------------------------------------------------------------------------
Name of Registrant as Specified in Its Charter
Paul A. Rosenbaum on behalf of the Committee
for the Achievement of Rentrak Excellence
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ X ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1. Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
2. Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
3. Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
4. Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
5. Total fee paid:
-------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1. Amount Previously Paid:
-------------------------------------------------------------------------
2. Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------------
3. Filing Party:
-------------------------------------------------------------------------
4. Date Filed:
-------------------------------------------------------------------------
<PAGE>
COMMITTEE FOR THE ACHIEVEMENT OF RENTRAK EXCELLENCE
c/o Paul A. Rosenbaum
127 E. Washtenaw
Lansing, Michigan 48933
August 30, 2000
Dear Fellow Shareholders:
CARE hopes to win your VOTE in our proxy contest with incumbent management
of Rentrak Corporation ("Rentrak"), which we believe is failing to maximize the
opportunities presented by its two most significant businesses: PPT, Rentrak's
Pay Per Transaction system, and 3PF.COM, its Internet fulfillment subsidiary.
On behalf of CARE, I am happy to report that we have made progress in our
efforts to gain control of the management of Rentrak in order to change the
focus of the company and seek to increase the value of your Rentrak stock. We
have taken an initial step toward thwarting Rentrak's efforts to gain an upper
hand by issuing 1.66 million shares to Rentrak executives Ron Berger and Kim Cox
under a new option loan program approved by the current Board in June. On August
18, 2000, a federal judge granted CARE's motion for a preliminary injunction
enjoining Messrs. Berger and Cox from voting these shares at the upcoming
shareholders' meeting scheduled for September 19, 2000.
We believe that the complexity of the current Rentrak structure has masked
the significant asset value of 3PF.COM. We believe that same complexity has also
contributed to current management's adherence to its old ineffective policies
rather than objectively exploring new approaches that would provide growth to
PPT. Over the last 14 months, individuals who are now CARE members have tried
unsuccessfully to convince current management that its approach is not advancing
the shareholders' interests and may be jeopardizing Rentrak's future.
With your support, CARE's nominees for director would take steps to:
o Consider initiating a search for a new chief executive officer with the
goal of improving Rentrak's relations with its customers--both movie
studios and video retailers--as well as with the many hard working and
loyal Rentrak employees;
o Pursue an aggressive and appropriate reduction of overhead costs
throughout the company, including possible changes in Rentrak's
compensation and incentive systems to emphasize the achievement of
increased profitability; and
o Review Rentrak's assets for appropriate opportunities to redeploy or
dispose of them to enhance shareholder return.
Rentrak's two most significant businesses would receive the CARE nominees'
immediate and careful attention:
3PF.COM
The business of 3PF.COM is the provision of order processing, inventory
management, and fulfillment services on behalf of Internet retailers and
wholesalers and to other businesses requiring just-in-time fulfillment. It is
NOT substantially related to the business and focus of Rentrak's other
activities. In CARE's view, this has caused the market to undervalue the 3PF.COM
asset. Therefore, CARE's director nominees intend to explore a potential public
offering of 3PF.COM stock, sale of 3PF.COM's business, or other transaction
designed to return the value of 3PF.COM to Rentrak shareholders.
THE PPT BUSINESS
In CARE's view, Rentrak's current management has operated the PPT business
with a primary emphasis on generating revenues rather than focusing on
profitability. CARE believes that this is the wrong approach in a mature market
in which Rentrak no longer enjoys the likelihood of near-term
<PAGE>
explosive revenue growth. CARE's director nominees will pursue the following
efforts to focus on profitability and cash flow:
o Concentrate Rentrak's negotiations with video retailers on quality
accounts and terminate or restrict credit to questionable accounts;
o Restructure or terminate Rentrak's dealer loan program and other
investments to reduce losses;
o Focus Rentrak's incentive programs on rewarding improved earnings and
profitability instead of higher revenues;
o Negotiate agreements with key movie studios to focus on margin
enhancement;
o Critically evaluate Rentrak's international and internet expansion
programs for earnings potential;
o Explore licensing Rentrak's PPT technology to studios or large retailers
without retaining the related movie distribution rights to generate
additional earnings; and
o Seek to apply the PPT technology to other forms of entertainment (such as
distribution of music CDs).
As you know, the CARE group is made up of shareholders, like yourselves,
who are anxious to see the stock value of Rentrak more closely reflect the value
of Rentrak's businesses. I personally believe this can be accomplished through
the actions described above and that the current board and management have
squandered their opportunities to build a successful company. The CARE members
can no longer stand by and watch while the good value of Rentrak's employees,
technology, and market reputation continue to erode. I would be pleased to
answer any questions you may have about CARE and its plans for Rentrak. I am
available at (517) 487-6390.
--------------------------------------------------------------------------------
YOUR VOTE IS EXTREMELY IMPORTANT
1. If you have already sent in your vote for CARE's nominees, we thank you.
If you have not yet voted or did not vote for CARE's nominees, we recommend that
you read our material carefully.
2. To vote for CARE's nominees, please SIGN, MARK, DATE and MAIL your BLUE
proxy card in the enclosed postage-paid envelope. If you wish to vote for our
nominees, you must submit the enclosed BLUE proxy card. DO NOT send in
management's white proxy card. Voting "No" on the white card will not help CARE.
3. If you have already voted for the current Rentrak directors, you have
every legal right to change your mind and vote FOR our nominees on the BLUE
proxy card. Only your latest dated proxy card will count.
4. If your shares are held for you by a bank, brokerage firm or other
nominee, only your bank, broker or nominee can vote your shares and only after
receiving your instructions. Please sign, date and return the enclosed BLUE
proxy card in the postage-paid envelope provided or call your bank, broker or
nominee and instruct your representative to vote FOR our nominees on the BLUE
proxy card.
5. TIME IS SHORT. Please vote today!
If you have any questions or need assistance in voting your shares or in
changing your vote, please contact Beacon Hill Partners, Inc., at the toll free
number listed below.
BEACON HILL PARTNERS, INC.
(212) 843-8500 (call collect)
or call toll-free (800) 755-5001
--------------------------------------------------------------------------------
Very truly yours,
Paul A. Rosenbaum
Representative of The Committee for the
Achievement of Rentrak Excellence
