RENT WAY INC
8-K, 1998-07-22
EQUIPMENT RENTAL & LEASING, NEC
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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934



                          July 22, 1998 (July 15, 1998)
                Date of Report (Date of earliest event reported)


                                 Rent-Way, Inc.
             (Exact name of registrant as specified in its charter)


        Pennsylvania               000-22026                25-1407782
(State or other jurisdiction  (Commission File Number)   (IRS Employer
of corporation)                                           Identification No.)



3230 West Lake Road, Erie, Pennsylvania                         16505
(Address of principal executive offices)                      Zip Code


Registrant's telephone number, including area code:  (814) 836-0618


<PAGE>



                                 RENT-WAY, INC.

                                 8-K, Continued


Item 5.    Other Events


On July 15, 198,  Rent-Way,  Inc.  announced  that,  subject to market and other
conditions,  it intends to raise $75  million  (excluding  any  proceeds  of the
over-allotment  option)  through a Rule 144A  private  offering  of  convertible
subordinated notes (the "Notes") within the United States.

Rent-Way  contemplates that the Notes will have a 7-year term and be convertible
into common stock.  Rent-Way  intends to use the net proceeds of the offering to
repay indebtedness under its senior credit facility.

Rent-Way  operates  384  rental-purchase  stores in 21 states  primarily  in the
Southeast  and  Eastern  United  States.  Rent-Way  rents  quality,  brand  name
merchandise,  such as home entertainment equipment,  furniture, major appliances
and jewelry,  to customers on a week-to-week or month-to-month  basis under full
service rental-purchase agreements that permit the customer to acquire ownership
of the merchandise at the conclusion of an agreed upon rental period.




                                   SIGNATURES


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


               Rent-Way, Inc.
               (Registrant)




Date       July 22, 1998
               /s/ Jeffrey A. Conway
               (Signature)
               Jeffrey A. Conway
               Chief Financial Officer




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