<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
----------------------------------
Washington, D.C. 20549
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SCHEDULE 13D
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(RULE 13d-101)
Under the Securities Exchange Act of 1934
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RENT WAY INC.
----------------
(Name of Issuer)
Common Stock, No Par Value
------------------------------
(Title of Class of Securities)
76009u104
--------------
(CUSIP Number)
GDJ, Jr. Investments, Limited Partnership
Bank of America Center
101 Convention Center Drive
Suite 850
Las Vegas, Nevada 89109
---------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copy to:
John D. Capers, Jr.
King & Spalding
191 Peachtree Street, N.E.
Atlanta, Georgia 30303
December 10, 1998
------------------------------
(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:[ ]
NOTE: Six copies of this Statement, including all exhibits, should be filed
with the Commission.
See Rule 13d-1(a) for other parties to whom copies are to be sent.
(Continued on following pages)
Page 1 of 13 Pages
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SCHEDULE 13D FORMS 7060
- --------------------------------------------------------------------------------
CUSIP No. 76009u104 13D PAGE 2 OF 11 PAGES
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
GDJ, Jr. Investments, Limited Partnership
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ X ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
00-See Item 3
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
state of Nevada
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER -0-
NUMBER OF
SHARES --------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 1,396,440(1)
OWNED BY
EACH --------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER -0-
PERSON
WITH
--------------------------------------------------------
10 SHARED DISPOSITIVE POWER 1,396,440(1)
--------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,396,440(1)
- --------------------------------------------------------------------------------
12 CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.6%(2)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- -----------------------
1 Power is exercised through its general partner, GDJ, Jr. Investment
Corporation.
2 Assumes a total of 21,123,333 shares outstanding.
Page 2 of 13 Pages
<PAGE> 3
SCHEDULE 13D Forms 7060
==============================================================================
CUSIP No. 76009u104 13D PAGE 3 OF 11 PAGES
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
GDJ, Jr. Investment Corporation
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ X ]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS
00 - See Item 3
- ------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
- ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Nevada
- ------------------------------------------------------------------------------
7 SOLE VOTING POWER -0-
NUMBER OF
SHARES --------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 1,396,440(1)
OWNED BY
EACH --------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER -0-
PERSON WITH
--------------------------------------------------------
10 SHARED DISPOSITIVE POWER 1,396,440(1)
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,396,440(1)
- ------------------------------------------------------------------------------
12 CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.6%(2)
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- ------------------------------------------------------------------------------
- -------------------------
1 Solely in its capacity as the general partner of GDJ, Jr. Investment,
Limited Partnership.
2 Assumes a total of 21,123,333 shares outstanding.
Page 3 of 13 Pages
<PAGE> 4
SCHEDULE 13D FORMS 7060
==============================================================================
CUSIP No. 76009u1041 13D PAGE 4 OF 11 PAGES
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1 NAMES OF REPORTING PERSONS
George D. Johnson, Jr.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
- ------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------
4 SOURCE OF FUNDS
00 - See Item 3
- ------------------------------------------------------------------------------
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
- ------------------------------------------------------------------------------
7 SOLE VOTING POWER -0-
NUMBER OF
SHARES --------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 1,396,440(1)
OWNED BY
EACH --------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER -0-
PERSON WITH
--------------------------------------------------------
10 SHARED DISPOSITIVE POWER 1,396,440(1)
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,396,440(1)
- -------------------------------------------------------------------------------
12 CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.6%(2)
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- -------------------------------------------------------------------------------
- -------------------
(1) Solely in his capacity as sole owner of GDJ, Jr. Investment Corporation,
1% general partner of GDJ, Jr. Investments, Limited Partnership, and 99%
limited partner of same.
(2) Assumes a total of 21,123,333 shares outstanding.
Page 4 of 13 Pages
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SCHEDULE 13D FORMS 7060
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CUSIP NO. 076009u104 13D PAGE 5 OF 11 PAGES
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1 NAMES OF REPORTING PERSONS
Daniel C. Breeden, Jr.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ X ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
00 - See Item 3
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER 93,573
NUMBER OF
SHARES ---------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 1,396,440(1)
OWNED BY
EACH ---------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER 93,573
PERSON WITH
---------------------------------------------------------
10 SHARED DISPOSITIVE POWER 1,396,440(1)
---------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,490,013
- --------------------------------------------------------------------------------
12 CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.1%(2)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
- -----------------
(1) Solely in his capacity as President of GDJ, Jr. Investment Corporation,
general partner of GDJ, Jr. Investments, Limited Partnership.
(2) Assumes a total of 21,123,333 shares outstanding.
Page 5 of 13 Pages
<PAGE> 6
STATEMENT PURSUANT TO RULE 13d-1
OF THE
GENERAL RULES AND REGULATIONS
UNDER THE
SECURITIES EXCHANGE ACT OF 1934
Item 1. Security and Issuer
The class of equity securities to which this Statement on Schedule 13D
relates is the Common Stock, no par value ("Rent-Way Common Stock"), of
Rent-Way, Inc. ("Rent-Way"), a Pennsylvania corporation. Rent-Way's principal
executive offices are located at One Rent-Way Place, Erie, Pennsylvania 16505.
Item 2. Identity and Background
(a) Pursuant to Rules 13d(1)(f)(1) and (2) of Regulations D-G of the
General Rules and Regulations under the Securities Exchange Act of 1934, as
amended (the "Act"), the undersigned hereby files this Schedule 13D on behalf
of GDJ, Jr. Investments, Limited Partnership (the "Partnership"), GDJ, Jr.
Investment Corporation (the "Corporation"), George D. Johnson, Jr. ("Mr.
Johnson") and Daniel C. Breeden, Jr. ("Mr. Breeden"). The Partnership, the
Corporation, Mr. Johnson and Mr. Breeden are sometimes hereinafter collectively
referred to as the "Reporting Persons." The Reporting Persons are making this
single, joint filing because they may be deemed to constitute a "group" within
the meaning of Section 13(d)(3) of the Act, although neither the fact of this
filing nor anything contained herein shall be deemed an admission by the
Reporting Persons that a group exists.
(b)-(c) The Partnership
The Partnership is a Nevada limited partnership, the principal
business of which is investment. The Partnership's principal business address,
which also serves as its principal office, is Bank of America Center, 101
Convention Center Drive, Suite 850, Las Vegas, Nevada 89109. Pursuant to
Instruction C to Schedule 13D of the Act, information with respect to the
Corporation, Mr. Johnson and Mr. Breeden is set forth below.
The Corporation
The Corporation is a Nevada Sub-Chapter S Corporation, the
principal business of which is serving as general partner of the Partnership.
The Corporation's principal business address, which also serves as its
principal office, is Bank of America Center, 101 Convention Center Drive, Suite
850, Las Vegas, Nevada 89109. The Corporation is the 1% general partner of the
Partnership.
Page 6 of 13 Pages
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Mr. Johnson
Mr. Johnson's business address is 450 East Las Olas
Boulevard, Suite 1100, Fort Lauderdale, Florida 33301. Mr. Johnson has been
President and Chief Executive Officer of Extended Stay America, Inc. since
January 1995. Mr. Johnson is the 99% limited partner of the Partnership and the
sole owner of the Corporation.
Mr. Breeden
Mr. Breeden's business address is 961 East Main Street,
Spartanburg, South Carolina 29302. Mr. Breeden is Chief Financial Officer of
Johnson Development Associates, Inc. Mr. Breeden serves as President, Secretary
and Treasurer of the Corporation.
(d)-(e) During the last five years, none of the entities or persons
identified in this Item 2 (i) has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) has been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and, as a result of such proceeding, become 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) Mr. Johnson and Mr. Breeden are citizens of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"),
dated as of September 1, 1998, by and between Rent-Way and Home Choice, Inc., a
Delaware corporation ("Home Choice"), Home Choice was merged with and into
Rent-Way (the "Merger"). At the Effective Time of the Merger (as defined in the
Merger Agreement), each outstanding share of Common Stock (other than treasury
shares) of Home Choice ("Home Choice Common Stock") converted into the right to
receive 0.588 shares of Rent-Way Common Stock. Fractional shares were not
issued, but the holders thereof were paid in cash in an amount equal to the
product of such fraction multiplied by the closing sale price of one share of
Rent-Way Common Stock on the New York Stock Exchange on the day of the
Effective Time of the Merger. Prior to the Merger, the Partnership was the
beneficial owner of 2,374,898 shares of Home Choice Common Stock. Such shares
converted into 1,396,440 shares of Rent-Way Common Stock
The foregoing summary of the terms of the Merger Agreement does not
purport to be complete and is qualified in its entirety by reference to the
full text of the Merger Agreement, a copy of which is attached as Exhibit 2.1
to Rent-Way's Form S-4 filed with the Commission on November 6, 1998 and is
specifically incorporated by reference herein.
Page 7 of 13 Pages
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Item 4. Purpose of Transaction.
The purpose of the underlying transaction which resulted in the
Reporting Persons' beneficial ownership was the merger of Home Choice with and
into Rent-Way. Upon effectiveness of the Merger, each outstanding share of Home
Choice Common Stock converted into the right to receive 0.588 shares of
Rent-Way Common Stock.
The Reporting Persons may, from time to time, increase, reduce or
dispose of their investment in the issuer, depending on general economic
conditions in the markets in which the issuer operates, the market price of the
Common Stock, the availability of funds, other opportunities available to the
Reporting Persons, and other considerations. However, the Reporting Persons'
ability to transfer their shares is limited by certain provisions set forth in
the Affiliate Agreements entered into by the Partnership and Mr. Breeden on
December 10, 1998.
Other than those changes instituted upon effectiveness of the Merger
Agreement, the Reporting Persons has no plans or proposals that relate to or
would result in any of the matters referred to in paragraphs (a)-(j) of Item 4
of Schedule 13D. Such changes pursuant to the Merger Agreement included an
increase in authorized stock of Rent-Way.
Item 5. Interest in Securities of the Issuer.
(a) The Partnership may be deemed to be the beneficial owner (as that
term is defined in Rule 13d-3 ("Rule 13d-3")) under the Act of 1,396,440 shares
of Rent-Way Common Stock, which constitutes 6.6% of the outstanding shares of
the Common Stock.
The Corporation may be deemed to be the beneficial owner (as that term
is defined in Rule 13d-3) under the Act of 1,396,440 shares of Rent-Way Common
Stock, which constitutes 6.6% of the outstanding shares of the Common Stock.
Mr. Johnson may be deemed to be the beneficial owner (as that term is
defined in Rule 13d-3) under the Act of 1,396,440 shares of Rent-Way Common
Stock, which constitutes 6.6% of the outstanding shares of the Common Stock.
Mr. Breeden may be deemed to be the beneficial owner (as that term is
defined in Rule 13d-3) under the Act of 1,490,013 shares of Rent-Way Common
Stock, which constitutes 7.1% of the outstanding shares of the Common Stock.
Mr. Breeden, however, disclaims beneficial ownership of 1,396,440 of these
shares held by the Partnership.
(b) The Partnership, the Corporation, Mr. Johnson and Mr. Breeden will
have shared power to vote or direct the vote of, and to dispose or to direct
the disposition of, 1,396,440 shares of Rent-Way Common Stock.
(c) Except for the issuance of the shares of Rent-Way Common Stock
pursuant to the Merger Agreement described in response to Items 3 and 4 (which
responses are specifically incorporated by
Page 8 of 13 Pages
<PAGE> 9
reference herein), no transactions in Rent-Way Common Stock were affected
during the past 60 days by any of the entities or natural persons listed in
this Item 5.
(d) No other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, the
securities described above.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
Other than the Merger Agreement described in response to Items 3 and 4
(which responses are specifically incorporated by reference herein) and any
ancillary documents executed pursuant to the Merger Agreement, there are no
contracts, arrangements, understandings or relationships with respect to the
shares of Rent-Way Common Stock owned by the Reporting Persons.
Item 7. Material to be filed as Exhibits.
The following Exhibits are filed as part of this Schedule 13D Statement:
Exhibit A -- Agreement and Plan of Merger, dated as of September
1, 1998, by and between Rent-Way and Home Choice
(incorporated by reference to Exhibit 2.1 to
Rent-Way's Registration Statement on Form S-4 filed
with the Commission on November 6, 1998).
Exhibit B -- Agreement to file Schedule 13D jointly pursuant to
Rule 13d-1(f)(1)(iii).
Page 9 of 13 Pages
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: December 21, 1998.
GDJ, JR. INVESTMENTS, LIMITED PARTNERSHIP
By: GDJ, Jr. Investment Corporation
By: /s/ Daniel C. Breeden, Jr.
-------------------------------------
Daniel C. Breeden, Jr.
President
Page 10 of 13 Pages
<PAGE> 11
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Description
------- -----------
<S> <C>
A Agreement and Plan of Merger, dated as of September 1, 1998,
by and between Rent-Way and Home Choice (incorporated by
reference to Exhibit 2 to Rent-Way's Registration Statement on
Form S-4 filed with the Commission on November 6, 1998).
B Agreement to file Schedule 13D jointly pursuant to Rule
13d-1(f)(1)(iii), filed herewith.
</TABLE>
Page 11 of 13 Pages
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EXHIBIT B
SCHEDULE 13D
JOINT FILING AGREEMENT
AGREEMENT dated as of December 21, 1998 between GDJ, Jr. Investments,
Limited Partnership (the "Partnership"), GDJ, Jr. Investment Corporation (the
"Corporation"), George D. Johnson, Jr. ("Mr. Johnson") and Daniel C. Breeden,
Jr. ("Mr. Breeden").
WHEREAS, pursuant to paragraph (f) of Rule 13d-1 promulgated under
Subsection 13d(1) of the Securities Exchange Act of 1934, as amended (the
"Act"), the parties hereto have decided to satisfy their filing obligations
under the Act by a single joint filing;
NOW, THEREFORE, the undersigned do hereby agree as follows:
1. The Schedule 13D ("Schedule 13D") with respect to Rent-Way, Inc. to
which this is attached as Exhibit B is filed on behalf of the Partnership, the
Corporation, Mr. Johnson and Mr. Breeden (collectively, the "Filing Persons").
Each of the Filing Persons authorizes the Partnership to file the Schedule 13D
on behalf of the Filing Persons.
2. Each of the Partnership, the Corporation, Mr. Johnson and Mr. Breeden
is responsible for the completeness and accuracy of the information concerning
such person or entity contained therein; provided that each person or entity is
not responsible for the completeness or accuracy of the information concerning
any other person or entity making such filing.
Page 12 of 13 Pages
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IN WITNESS WHEREOF, the undersigned hereunto set their hands as of the
date first written above.
GDJ, JR. INVESTMENTS, LIMITED PARTNERSHIP
By: GDJ, Jr. Investment Corporation
General Partner
By: /s/ Daniel C. Breeden, Jr.
-------------------------------------
Daniel C. Breeden, Jr.
President
/s/ George D. Johnson, Jr.
-------------------------------------
George D. Johnson, Jr.
/s/ Daniel C. Breeden, Jr.
-------------------------------------
Daniel C. Breeden, Jr.
Page 13 of 13 Pages
