RENT WAY INC
11-K, 1998-07-15
EQUIPMENT RENTAL & LEASING, NEC
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<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 11-K

[X]          FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS
                   AND SIMILAR PLANS PURSUANT TO SECTION 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


      ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES ACT OF 1934

                   For the fiscal year ended December 31, 1997

[ ]2     TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

For the transaction period from ____________ to __________


Commission file number: 000-22026

         A.       Full title of the plan and the address of the plan, if
                  different from that of the issuer named below:

                  RENT-WAY, INC. 401(k) RETIREMENT SAVINGS PLAN

         B.       Name of issuer of securities held pursuant to the plan and the
                  address of its principal executive office:

                                 RENT-WAY, INC.
                               3230 WEST LAKE ROAD
                            ERIE, PENNSYLVANIA 16505


<PAGE>   2


                              REQUIRED INFORMATION




CONTENTS
<TABLE>
<CAPTION>
                                                                                                       PAGES
                                                                                                       -----

<S>                                                                                                      <C>
Report of Independent Accountants.....................................................................    3

Financial Statements:
   Statement of Net Assets Available for Plan Benefits, With Fund Information
       at December 31, 1997...........................................................................    4
   Statement of Net Assets Available for Plan Benefits, With Fund Information
       at December 31, 1996...........................................................................    5
   Statement of Changes in Net Assets Available for Plan Benefits, With Fund
       Information for the year ended December 31, 1997...............................................    6
   Notes to Financial Statements...................................................................... 7-12

Supplemental Schedules:
   Item 27a - Schedule of Assets Held for Investment Purposes at December 31, 1997....................   13
   Item 27d - Schedule of Reportable Transactions for the year ended December 31, 1997................   14
</TABLE>





RENT-WAY, INC. 401(k) RETIREMENT SAVINGS PLAN



                                       2
<PAGE>   3




REPORT OF INDEPENDENT ACCOUNTANTS

To the Employee Benefits Committee
and the Participants in the
401(k) Retirement Savings Plan:

We have audited the accompanying statements of net assets available for plan
benefits of the Rent-Way, Inc. 401(k) Retirement Savings Plan (the "Plan") as of
December 31, 1997 and 1996 and the statement of changes in net assets available
for plan benefits for the year ended December 31, 1997. These financial
statements are the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the Plan as
of December 31, 1997 and 1996, and the changes in net assets available for plan
benefits for the year ended December 31, 1997 in conformity with generally
accepted accounting principles.

Our audit was made for the purpose of forming an opinion on the financial
statements taken as a whole. The supplemental schedules listed in the
accompanying index are presented for the purpose of additional analysis and are
not a required part of the basic financial statements, but are supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The Fund Information in the statements of net assets available for plan
benefits and the statement of changes in net assets available for plan benefits
is presented for purposes of additional analysis rather than to present the net
assets available for plan benefits and changes in net assets available for plan
benefits of each fund. The supplemental schedules and Fund Information have been
subjected to the auditing procedures applied in the audit of the basic financial
statements and, in our opinion, are fairly stated in all material respects in
relation to the basic financial statements taken as a whole.

Cleveland, Ohio
July 14, 1998                                       PricewaterhouseCoopers LLP




                                                                               3
<PAGE>   4



STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
for the year ended December 31, 1997

<TABLE>
<CAPTION>

                                                        PUTNAM
                                               THE    CONVERTIBLE
                                  PUTNAM     GEORGE     INCOME-      THE PUTNAM
                                  MONEY      PUTNAM     GROWTH        GROWTH AND    PUTNAM NEW     PUTNAM
                                  MARKET     FUND OF     TRUST         INCOME      OPPORTUNITIES  VOYAGER II
                                   FUND       BOSTON     FUND           FUND            FUND        FUND
                                   ----       ------     ----           ----            ----        ----
<S>                                          <C>        <C>         <C>           <C>           <C>
 Investments:
     Investments, at fair value              $97,304   $45,815       $366,545       $ 384,368   $ 848,907
     Cash equivalents             $108,548
     Employer contributions
          receivable
     Participants                 
          contributions
          receivable                 1,531     1,468       767         11,024          19,707      13,262
     Participant notes
          receivable              --------   -------  --------       --------      ---------    ---------

         Total assets              110,079    98,772    46,582        377,569        404,075      862,169
                                  --------   -------  --------       --------      ---------    ---------

 Net assets available for plan
      benefits                    $110,079   $98,772  $ 46,582       $377,569      $ 404,075    $ 869,169
                                  ========   =======  ========       ========      =========    =========

                                      PUTNAM       PUTNAM
                                   INTERNATIONAL  HIGH YIELD      LOAN        RENT-WAY
                                   GROWTH FUND    TRUST FUND      FUND      STOCK FUND      TOTAL
                                   -----------    ----------      ----      ----------      -----
<S>                               <C>          <C>             <C>         <C>           <C>
 Investments:
     Investments, at fair value    $  243,730       $ 34,058                $1,548,346   $3,569,073
     Cash equivalents                                                                      $108,548
     Employer contributions
          receivable                                                            26,839       26,839
     Participants                 
          contributions
          receivable                    6,641          1,945   $  2,713          9,955       69,013
     Participant notes                                          101,637                     101,637
          receivable              -----------      ---------   --------     ----------   ----------

         Total assets                 250,371         36,003    104,350      1,585,140    3,875,110
                                  -----------      ---------   --------     ----------   ----------

 Net assets available for plan
      benefits                     $  250,371       $ 36,003   $104,350     $1,585,140   $3,875,110
                                  ===========      =========   ========     ==========   ==========
</TABLE>


The accompanying notes are an integral part of these financial statements.




RENT-WAY, INC. 401(k) RETIREMENT SAVINGS PLAN


                                                                               4

<PAGE>   5


STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
for the year ended December 31, 1996

<TABLE>
<CAPTION>
                                              VANGUARD     VANGUARD   VANGUARD      VANGUARD
                                 VANGUARD   INTERMEDIATE- WELLESLEY    ASSET       UTILITIES    VANGUARD      VANGUARD
                                  PRIME      TERM BOND     INCOME    ALLOCATION     INCOME      WINDSOR II  U.S. GROWTH
            ASSETS               PORTFOLIO   PORTFOLIO      FUND        FUND       PORTFOLIO      FUND       PORTFOLIO
                                 ---------   ---------      ----        ----       ---------      ----       ---------

 Investments:
<S>                              <C>       <C>           <C>          <C>        <C>            <C>         <C>
    Investments, at fair value              $   2,345    $ 20,575      $78,300    $  33,798     $168,194     $  99,804
    Cash equivalents             $ 72,574
    Employer contributions
         receivable
    Participant notes
         receivable
                                 ---------  ---------    --------     --------    ---------     --------     ---------

         Total assets              72,574       2,345      20,575       78,300       33,798      168,194        99,804
                                 ---------  ---------    --------     --------    ---------     --------     ---------

 Net assets available for
      plan benefits              $ 72,574   $   2,345    $ 20,575     $ 78,300    $  33,798     $168,194     $  99,804
                                 ========   =========    ========     ========    =========     ========     =========

                                                 VANGUARD
                                   VANGUARD  INTERNATIONAL   VANGUARD
                                   PRIMECAP     GROWTH       EXPLORER                 RENT-WAY
            ASSETS                   FUND      PORTFOLIO       FUND      LOAN FUND   STOCK FUND       TOTAL
                                     ----      ---------       ----      ---------   ----------       -----

 Investments:
<S>                              <C>        <C>              <C>         <C>          <C>          <C>
    Investments, at fair value    $ 592,286   $ 139,100      $39,985                  $645,626     $1,820,013
    Cash equivalents                                                                                   72,574
    Employer contributions
         receivable                                                                     84,318         84,318
    Participant notes
         receivable                                                       $49,463                      49,463
                                  --------    --------       -------      -------     --------     ----------

         Total assets              592,286     139,100        39,985       49,463      729,944      2,026,368
                                  --------    --------       -------      -------     --------     ----------

 Net assets available for
      plan benefits               $592,286    $139,100       $39,985      $49,463     $729,944     $2,026,368
                                  ========    ========       =======      =======     ========     ==========
</TABLE>


 The accompanying notes are an integral part of these financial statements.








RENT-WAY, INC. 401(k) RETIREMENT SAVINGS PLAN

                                                                               5



<PAGE>   6

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND 
INFORMATION
for the year ended December 31, 1997


<TABLE>
<CAPTION>

                                               THE       PUTNAM
                                  PUTNAM     GEORGE   CONVERTIBLE       THE PUTNAM
                                  MONEY      PUTNAM     INCOME-         GROWTH AND      PUTNAM NEW        PUTNAM          PUTNAM    
                                  MARKET    FUND OF   GROWTH TRUST        INCOME      OPPORTUNITIES     VOYAGER II     INTERNATIONAL
                                   FUND      BOSTON      FUND              FUND           FUND             FUND         GROWTH FUND 
                                  ----       ------      ----              ----           ----             ----        ----------- 
<S>                              <C>         <C>        <C>            <C>            <C>                <C>         <C>           
Additions to net assets
     attributed to:
   Net appreciation
        (depreciation) in fair
          value of assets       $     10   $  7,781  $      894       $  (1,525)     $   36,480       $ 131,473       $   12,724   
   Interest                          196         63          52              696          1,515           1,077              524   
   Dividends                       4,834      9,946       5,612           48,312         11,000          16,841           13,791   
                                --------   --------  ----------       ----------     ----------       ---------       ----------   
                                   5,040     17,790       6,558           47,483         48,995         149,391           27,039   
Contributions:                                                                                                                     
   Participants                   29,700     26,352      13,442          143,947        274,768         209,205           77,357   
   Employer's                                                                                                                      
                                --------   --------  ----------       ----------     ----------       ---------       ----------   
                                  29,700     26,352      13,442          143,947        274,768         209,205           77,357   
                                --------   --------  ----------       ----------     ----------       ---------       ----------   
               Total additions    34,740     44,142      20,000          191,430        323,763         358,596          104,396   
                                                                                                                                   
Deductions:                                                                                                                        
   Withdrawals                   (24,395)   (13,099)     (9,033)         (41,919)       (37,788)        (89,267)         (27,674)  
   Loans                          (2,858)    (8,638)       (726)         (15,349)       (17,963)         (3,089)          (5,901)  
                                --------   --------  ----------       ----------     ----------       ---------       ----------   
               Total deductions  (27,253)   (21,737)     (9,759)         (57,268)       (55,751)        (92,356)         (33,575)  
                                --------   --------  ----------       ----------     ----------       ---------       ----------   
                                                                                                                                   
Net increase/decrease prior to                                                                                                     
   interfund  transfers            7,487     22,405      10,241          134,162        268,012         266,240           70,821   
                                --------   --------  ----------       ----------     ----------       ---------       ----------   
                                                                                                                                   
Transfer between funds            27,673    (22,508)      2,543           75,213         (3,726)          3,643           40,450   
                                --------   --------  ----------       ----------     ----------       ---------       ----------   
Net increase/decrease             35,160       (103)     12,784          209,375        264,286         269,883          111,271   
                                                                                                                                   
Net assets available for plan                                                                                                      
     benefits, at beginning 
     of year (Note 1)             74,919     98,875      33,798          168,194        139,789         592,286          139,100   
                                --------   --------  ----------       ----------     ----------       ---------       ----------   
                                                                                                                                   
Net assets available for plan                                                                                                      
     benefits, at end of year   $110,079   $ 98,772  $   46,582       $  377,569     $  404,075       $ 862,169       $  250,371   
                                ========   ========  ==========       ==========     ==========       =========       ==========   
</TABLE>


<TABLE>
<CAPTION>
                                        PUTNAM
                                       HIGH YIELD                     RENT-WAY
                                       TRUST FUND     LOAN FUND      STOCK FUND       TOTAL
                                       ----------     ---------      ----------       -----
<S>                                   <C>             <C>          <C>               <C>
Additions to net assets                                                                              
     attributed to:                                                                                  
   Net appreciation                                                                                  
        (depreciation) in fair                                                                         
          value of assets                $    413                   $   675,227      $  863,477    
   Interest                                    91       $   4,817           603           9,634
   Dividends                                1,262                         1,769         113,367
                                         --------       ---------   -----------      ----------
                                            1,766           4,817       677,599         986,478
Contributions:
   Participants                            34,963           2,713       125,775         938,222 
   Employer's                                                           425,487         425,487
                                         --------       ---------   -----------      ----------
                                           34,963           2,713       551,262       1,363,709
                                         --------       ---------   -----------      ----------
               Total additions             36,729           7,530     1,228,861       2,350,187

Deductions:
   Withdrawals                            (2,958)         (17,174)     (168,790)       (432,097)
   Loans                                     (95)                       (14,729)        (69,348)  
                                         --------       ---------   -----------      ----------
               Total deductions           (3,053)         (17,174)     (183,519)       (501,445) 
                                         --------       ---------   -----------      ----------

Net increase/decrease prior to
     interfund transfers                   33,676          (9,644)    1,045,342       1,848,742 
                                         --------       ---------   -----------      ----------

Transfer between funds                      2,327          64,531      (190,146)             --
                                         --------       ---------   -----------      ----------
Net increase/decrease                      36,003          54,887       855,196       1,848,742

Net assets available for plan
     benefits, at beginning 
     of year (Note 1)                          --          49,463       729,944       2,026,368
                                         --------       ---------   -----------      ----------


Net assets available for plan
     benefits, at end of year              36,003       $ 104,350   $ 1,585,140      $3,875,110
                                         ========       =========   ===========      ==========
</TABLE> 


The accompanying notes are an integral part of these financial statements.



RENT-WAY, INC. 401(k) RETIREMENT SAVINGS PLAN

                                                                               6
<PAGE>   7

NOTES TO FINANCIAL STATEMENTS

  1.   DESCRIPTION OF PLAN:

       The following description of the Rent-Way, Inc. 401(k) Retirement Savings
       Plan ("the Plan") provides only general information. Participants should
       refer to the Plan agreement for a more complete description of the Plan's
       provisions.

       GENERAL: The Plan is a defined contribution plan covering all full-time
       employees of Rent-Way, Inc. (the "Company") who are age eighteen or
       older, as of December 31, 1996, and age twenty-one or older beginning
       January 1, 1997. It is subject to the provisions of the Employee
       Retirement Income Security Act of 1974 (ERISA).

       CONTRIBUTIONS: Each year, participants may contribute up to fifteen
       percent of pre-tax annual compensation, as defined in the Plan.
       Participants may also contribute amounts representing distributions from
       other qualified defined benefit or contribution plans. The Company makes
       a matching contribution equal to a specified percentage of the
       participant's contribution (up to a maximum of six percent of a
       participants' total compensation). Additional amounts may be contributed
       at the Company's discretion. All employer contributions are invested in
       the Company's common stock, with the exception that, to avoid the
       retention of idle funds, such contributions may be invested in cash
       equivalent securities for periods generally not exceeding thirty days.

       PARTICIPANT ACCOUNTS: Each participant's account is credited with the
       participant's contribution and allocations of (a) the Company's
       contributions and, (b) Plan earnings. Allocations are based on
       participant earnings, as defined in the Plan agreement. The benefit to
       which a participant is entitled is the benefit that can be provided from
       the participant's vested account.

       VESTING: Participants are immediately vested in their contributions plus
       actual earnings thereon. The Company's matching contributions plus actual
       earnings thereon vest based on years of continuous service, as defined in
       the Plan agreement. A participant's employer contributions vest in twenty
       percent increments per year and are fully vested after five years of
       credited service.

       CASH EQUIVALENTS: Cash equivalents consist of short-term highly liquid
       investments, with a three-month or less maturity which are readily
       convertible into cash.

       CHANGE OF TRUSTEE: At December 31, 1996, the Plan changed trustee, from
       The Vanguard Group ("Vanguard") to Putnam Fiduciary Trust Company, and
       custodian responsibilities from Boetger Vargo & Associates to Putnam
       Investments ("Putnam"). Net assets available for plan benefits at
       December 31, 1996 in the Vanguard funds have been combined as appropriate
       and reported as net assets available for plan benefits, at the beginning
       of the year in the Putnum funds.


RENT-WAY, INC. 401(k) RETIREMENT SAVINGS PLAN

                                                                               7

<PAGE>   8

NOTES TO FINANCIAL STATEMENTS, CONTINUED


1.     DESCRIPTION OF PLAN, CONTINUED:

       INVESTMENT OPTIONS: Upon enrollment in the Plan, a participant may direct
       employee contributions in five percent increments in any of the
       investment options.

       The following investment options were available until December 31, 1996:

            PRIME PORTFOLIO-- The Prime Portfolio is classified as a Money
            Market Fund. The objective of the fund is to seek maximum current
            income that is consistent with preservation of capital and
            liquidity.

            INTERMEDIATE-TERM BOND -- The Intermediate-Term Bond Portfolio is
            considered an Income Fund. The fund invests approximately two-thirds
            of its assets in U.S. Government bonds and the remainder in
            investment-grade corporate bonds.

            WELLESLEY INCOME FUND -- The Wellesley Income Fund is a Balanced
            Fund. Approximately sixty percent of the fund's assets are invested
            in high-quality corporate bonds and U.S. Government securities, and
            forty percent in high-quality stocks with above-average dividend
            yields.

            ASSET ALLOCATION FUND -- The Asset Allocation Fund is also
            classified as a Balanced Fund. The fund seeks to maximize total
            return, with moderate risk, by actively managing the fund's
            allocation to common stocks, bonds and cash reserves.

            UTILITIES INCOME PORTFOLIO-- The Utilities Income Portfolio is
            classified as a Growth and Income Fund. The Utilities Income
            Portfolio invests 75% of assets in utility company stocks with the
            remainder in high-quality utility bonds.

            WINDSOR II FUND -- The Windsor II Fund is also classified as a
            Growth and Income Fund. The Windsor II Fund uses a "value-oriented"
            strategy, which emphasizes stocks with price per earnings ratios
            lower than the market and dividends yields higher than the market.

            U.S. GROWTH PORTFOLIO -- The U.S. Growth Portfolio invests in equity
            securities of high-quality, seasoned U.S. companies. The Portfolio
            emphasizes companies with exceptional growth records, strong market
            positions, reasonable financial strength, and low sensitivity to
            changing economic conditions.

            PRIMECAP FUND -- The PRIMECAP Fund is classified as a Growth Fund.
            The objective of the fund is to seek long-term growth of capital.
            The PRIMECAP Fund invests in common stocks of companies selected
            primarily on the basis of greater-than-average earnings growth
            potential, strength of industry position, and quality of management.

            INTERNATIONAL GROWTH PORTFOLIO -- The Vanguard International Growth
            Portfolio is classified as an International Fund. The fund invests
            in non-U.S. equity securities selected for appreciation potential.
            The fund tends to be widely diversified in market capitalization and
            geographically, and may include companies based in countries such as
            Japan, the United Kingdom, Germany, France, Switzerland, Sweden,
            etc.


RENT-WAY, INC. 401(k) RETIREMENT SAVINGS PLAN

                                                                               8

<PAGE>   9



NOTES TO FINANCIAL STATEMENTS, continued

1.    Description of Plan, Continued:

            EXPLORER FUND -- The Explorer Fund is classified as an Aggressive
            Growth Fund. The primary objective of the fund is to seek long-term
            growth. The fund invests in securities of small, unseasoned
            companies that are deemed to offer favorable prospects for growth.

            RENT-WAY STOCK -- This fund is comprised exclusively of Common
            Shares, without par value of the Company (Common Shares). Each
            participant electing to purchase Common Shares through the Stock
            Fund is permitted to vote such Common Shares in the same manner as
            any other shareholder and is furnished proxy materials to such
            effect. If a participant does not vote their proxy, the trustee
            votes the proxy for the participant's Common Shares. Common Shares
            purchases under the account are generally purchased on the open
            market for cash. The price of Common Shares purchased on the open
            market is priced for each participant's account at an average
            purchase price of all shares purchased, plus brokerage fees, taxes,
            commissions and expenses incident to the purchase. No more than 50%
            of a participant's contributions may be invested in the Stock Fund.

      The following investments were available as of January 1, 1997:

            PUTNAM MONEY MARKET FUND -- Putnam Money Market Fund seeks as high a
            rate of current income as Putnam Investment Management, Inc.
            believes is consistent with preservation of capital and maintenance
            of liquidity. It is designed for investors seeking current income
            with stability of principal.

            THE GEORGE PUTNAM FUND OF BOSTON -- The George Putnam Fund of Boston
            seeks to provide a balanced investment composed of a
            well-diversified portfolio of stocks and bonds, which will produce
            both capital growth and current income.

            PUTNAM CONVERTIBLE INCOME-GROWTH TRUST FUND -- Putnam Convertible
            Income-Growth Trust seeks, with equal emphasis, current income and
            capital appreciation. Its secondary objective is conservation of
            capital. A particular security selected for the fund's portfolio
            need not reflect all aspects of the fund's investment objectives.

            THE PUTNAM GROWTH AND INCOME FUND -- The Putnam Growth and Income
            Fund seeks capital growth and current income. The fund is designed
            for investors seeking a diversified portfolio offering the
            opportunity for capital growth while also providing current income.

            PUTNAM NEW OPPORTUNITIES FUND -- Putnam New Opportunities Fund seeks
            long-term capital appreciation. Current income is only an incidental
            consideration.

            PUTNAM VOYAGER II FUND -- Putnam Voyager II Fund seeks long-term
            growth of capital. The fund is designed for investors willing to
            assume above-average risk in return for above-average capital growth
            potential.


RENT-WAY, INC. 401(k) RETIREMENT SAVINGS PLAN

                                                                               9

<PAGE>   10


NOTES TO FINANCIAL STATEMENTS, continued



1.    DESCRIPTION OF PLAN, CONTINUED:





            PUTNAM INTERNATIONAL GROWTH FUND -- Putnam International Growth Fund
            seeks capital appreciation. The fund is designed for investors
            seeking capital appreciation primarily through a diversified
            portfolio of equity securities of companies located in a country
            other than the United Stated.

            PUTNAM HIGH YIELD TRUST FUND -- Putnam High Yield Trust is
            registered under the Investment company Act of 1940, as amended, as
            a diversified, open-end management investment company. The fund
            seeks high current income by investing primarily in high-yielding,
            lower-rated fixed-income securities constituting a portfolio that
            Putnam Investment Management, Inc. believes does not involve undue
            risk to income or principal.

            RENT-WAY STOCK -- This fund is comprised exclusively of Common
            Shares, without par value of the Company (Common Shares). Each
            participant electing to purchase Common Shares through the Stock
            Fund is permitted to vote such Common Shares in the same manner as
            any other shareholder and is furnished proxy materials to such
            effect. If a participant does not vote their proxy, the trustee
            votes the proxy for the participant's Common Shares. Common Shares
            purchases under the account are generally purchased on the open
            market for cash. The price of Common Shares purchased on the open
            market is priced for each participant's account at an average
            purchase price of all shares purchased, plus brokerage fees, taxes,
            commissions and expenses incident to the purchase. No more than 50%
            of a participant's contributions may be invested in the Stock Fund.

      PARTICIPANT LOANS: Participants may borrow from their fund accounts a
      minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50
      percent of their account balance. Loan transactions are treated as a
      transfer to (from) the investment fund from (to) the Loan Fund. Loan terms
      shall not exceed 5 years except in the case of a loan for the purpose of
      acquiring any house, apartment, condominium, or in certain circumstances a
      mobile home. The loans are collateralized by the balance in the
      participant's account and bear interest at a rate commensurate with local
      prevailing rates as determined quarterly by the Plan administrator.
      Interest rates range from 6 percent to 10 percent. Principal and interest
      are paid at least quarterly.

      PAYMENT OF BENEFITS: On termination of service due to death, disability or
      retirement, a participant or beneficiary receives a lump-sum amount equal
      to the value of the participant's vested interest in his or her account.
      For termination of service due to other reasons, a participant may receive
      the value of the vested interest in his or her account as a lump-sum
      distribution.

      FORFEITED ACCOUNTS: At December 31, 1997 and 1996, forfeited nonvested
      accounts totaled $38,436 and $22,735, respectively. These amounts are used
      to fund administrative expenses otherwise funded by the Company.


RENT-WAY, INC. 401(k) RETIREMENT SAVINGS PLAN

                                                                              10

<PAGE>   11

NOTES TO FINANCIAL STATEMENTS, CONTINUED



1.     DESCRIPTION OF PLAN, CONTINUED:

       PLAN TERMINATION: Although the Company has not expressed any intent to do
       so, the Company has the right under the Plan to discontinue its
       contributions at any time and to terminate the Plan subject to the
       provisions of ERISA. In the event the Plan is terminated, participants
       will become fully vested in all contributions and related earnings in
       their accounts.

       ADMINISTRATIVE EXPENSES:  Administrative expenses of the Plan are paid by
       the Company.



  2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

       BASIS OF ACCOUNTING:  The financial statements of the Plan are prepared 
       under the accrual basis of accounting.

       USE OF ESTIMATES: The preparation of financial statements in conformity
       with generally accepted accounting principles requires management to make
       estimates and assumptions that affect the reported amounts of assets and
       disclosure of contingent assets and liabilities at the date of the
       financial statements and the reported amounts of additions and deductions
       during the reporting period. Actual results could differ from those
       estimates.

       INVESTMENT VALUATION AND INCOME RECOGNITION: The Plan's investments are
       stated at fair value. Shares of registered investment companies are
       valued at quoted market prices which represent the net asset value of
       shares held by the Plan at year-end. The Company stock is valued at the
       last sales price of the last business day of the year. Participant notes
       receivable are valued at cost which approximates fair value.

       Purchases and sales of securities are recorded on a trade-date basis.
       Interest income is recorded on the accrual basis. Dividends are recorded
       on the ex-dividend date.

       The Plan presents in the statement of changes in net assets available for
       plan benefits, the net appreciation (depreciation) in the fair value of
       its investment which consists of the realized gains or losses and the
       unrealized appreciation (depreciation) on those investments.

       PAYMENT OF BENEFITS:  Benefits are recorded when paid.



  3.   RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500:

       There were no differences between net assets available for plan benefits
       at December 31, 1997 and 1996 or between changes in net assets available
       for plan benefits for the year ended December 31, 1997 per the financial
       statements and the respective Form 5500's. In addition, investments at
       fair value per the financial statements and Form 5500 agree in total.
       However, minor differences (less than $100) of the amount of investments
       at fair value within certain individual investment funds exist between
       the 1997 financial statements and the 1997 Form 5500.


RENT-WAY, INC. 401(k) RETIREMENT SAVINGS PLAN

                                                                              11
<PAGE>   12

NOTES TO FINANCIAL STATEMENTS, CONTINUED



4.   TAX STATUS:

     Since inception, the Plan has filed for, but not received, a determination
     from the Internal Revenue Service whether the Plan is designed in
     accordance with applicable sections of the Internal Revenue Code ("IRC").
     However, the Plan administrator and the Plan's tax counsel believe that
     the Plan is designed and is currently being operating in compliance with
     the applicable requirements of the IRC.







RENT-WAY, INC. 401(k) RETIREMENT SAVINGS PLAN


                                                                             12


<PAGE>   13


SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES--
SEE FORM 5500, ITEM 27A
Year Ended December 31, 1997

<TABLE>
<CAPTION>
                                                                                                CURRENT
         ISSUE                          DESCRIPTION                           COST               VALUE
 -------------------- ------------------------------------------------   ---------------    --------------
<S>                   <C>                                               <C>                <C>          
 Putnam Investments   Putnam Money Market Fund*                          $      108,652     $     108,548
                      The George Putnam Fund of Boston*                          92,764            97,304
                      Putnam Convertible Income -Growth Trust Fund*              45,698            45,815
                      The Putnam Growth and Income Fund*                        373,937           366,545
                      Putnam New Opportunities Fund*                            353,835           384,368
                      Putnam Voyager II Fund                                    726,735           848,907
                      Putnam International Growth Fund*                         236,933           243,730
                      Putnam High Yield Trust Fund*                              33,761            34,058
                      Loan Fund                                                N/A                101,637
                      Rent-Way Stock Fund**                                   1,009,500         1,548,346
</TABLE>



*     These investment options are interests in registered investment companies
      therefore the securities do not have maturity dates, rates of interest,
      collateral, par or maturity values.

**    The Rent-Way Stock Fund includes sponsoring company common stock therefore
      maturity dates, rates of interest, collateral, par or maturity values are
      not applicable.



RENT-WAY, INC. 401(k) RETIREMENT SAVINGS PLAN

                                                                              13


<PAGE>   14



SCHEDULE OF REPORTABLE TRANSACTIONS -- SEE FORM 5500, ITEM 27d
Year Ended December 31, 1997

<TABLE>
<CAPTION>
                                                                                                  CURRENT
                                                                                                  VALUE OF
                                                                   EXPENSE                       ASSET ON
                                    PURCHASE   SELLING  LEASE    INCURRED WITH     COST OF       TRANSACTION    NET GAIN
     PARTY         DESCRIPTION       PRICE      PRICE   RENTAL   TRANSACTIONS       ASSET           DATE        OR (LOSS)
 ---------------  ---------------  ----------  ------- --------  -------------   -----------    ------------  ------------
<S>               <C>              <C>        <C>       <C>     <C>             <C>             <C>           <C>
 Rent-Way, Inc.   Rent-Way Stock   $   9.625    N/A      N/A     $               $  107,059    $   107,059     $
 Rent-Way, Inc.   Rent-Way Stock       14.88    N/A      N/A                        164,530        164,530

</TABLE>


RENT-WAY, INC. 401(k) RETIREMENT SAVINGS PLAN

                                                                              14

<PAGE>   15



                                   SIGNATURES


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees have duly caused this annual report to be signed on its behalf by
the undersigned hereunto duly authorized.

                                                RENT-WAY, INC. 401(k) RETIREMENT
Date:  July 14, 1998                              SAVINGS PLAN


                                                By: /s/ Jeffrey A. Conway
                                                   -----------------------------
                                                   Jeffrey A. Conway, Trustee



                                       15
<PAGE>   16



                                INDEX TO EXHIBITS


    Exhibit No.        Name
    -----------        ----
        23             Consent of PricewaterhouseCoopers LLP




                                       16


<PAGE>   1


                                                                      EXHIBIT 23

                       Consent of Independent Accountants

We consent to the incorporation by reference in the registration statement of
Rent-Way Inc. on Form S-8 (File Number 0-22026) of our report dated July 14,
1998, on our audits of the financial statements and Supplemental schedules of
Rent-Way, Inc. 401(K) Retirement Savings Plan as of December 31, 1997 and 1996,
and for the year ended December 31, 1997, which report is included in this
Annual Report on Form 11-K.


                                                  PricewaterhouseCoopers LLP
Cleveland, Ohio
July 14, 1998


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