RENT WAY INC
8-K, 1998-08-12
EQUIPMENT RENTAL & LEASING, NEC
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                                  United States
                       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



                        August 12, 1998 (August 4, 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.)


One RentWay Place, Erie, Pennsylvania              16505
(Address of principal executive offices)          Zip Code


Registrant's telephone number, including area code:         (814) 455-5378


<PAGE>


                                 RENT-WAY, INC.

                                 8-K, Continued




Item 5.    Other Events


The registrant issued the following press release on August 4, 1998:

ERIE, PA. -- Rent-Way,  Inc.  (NASDAQ-RWAY) today announced that, due to current
market conditions, it is delaying indefinitely its previously announced proposed
offering of convertible subordinated notes.

"Due to the current  inhospitable  market for  convertible  securities,  we have
decided to delay the  offering  indefinitely  in the hope that  conditions  will
improve," said William E. Morgenstern,  president and chief executive officer of
Rent-Way,  Inc. "We continue to have  substantial  current  availability  on our
senior  credit  facility  and have  received  proposals  from senior  lenders to
significantly  increase  our  borrowing  capacity  under that  facility.  We are
evaluating  acquisition  opportunities daily and remain confident of our ability
to reach our  long-range  goal of capturing  ten percent of the  rental-purchase
market by the year 2000."

Rent-Way,  Inc.  operates  384  rental-purchase  stores  located  in  21  states
primarily  in the  Southeast  and Eastern  United  States.  RentWay  stores rent
name-brand  durable  household  products such as home  entertainment  equipment,
furniture and major appliances on a week-to-week or  month-to-month  basis under
full service rental-purchase agreements.


                                   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    August 12, 1998
               /s/         Jeffrey A. Conway
               (Signature)
               Jeffrey A. Conway
               Chief Financial Officer



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