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, 1998
[ ]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 name 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.
ONE RENTWAY PLACE
ERIE, PENNSYLVANIA 16505
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REQUIRED INFORMATION
CONTENTS
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<S> <C>
Report of Independent Accountants 3
Financial Statements:
Statement of Net Assets Available for Benefits, With Fund Information at
December 31, 1998 4
Statement of Net Assets Available for Benefits, With Fund Information at
December 31, 1997 5
Statement of Changes in Net Assets Available for Benefits, With Fund
Information for the year ended December 31, 1998 6
Notes to Financial Statements 7-9
Supplemental Schedules:
Item 27a - Schedule of Assets Held for Investment Purposes at
December 31, 1998 10
Item 27d - Schedule of Reportable Transactions for the year ended
December 31, 1998 11
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REPORT OF INDEPENDENT ACCOUNTANTS
To the Employee Benefits Committee,
Participants and Administrator of
Rent-Way, Inc. 401(k) Retirement Savings Plan:
In our opinion, the accompanying statements of net assets available for
benefits and the related statements of changes in net assets available for
benefits present fairly, in all material respects, the net assets available for
benefits of the Rent-Way, Inc. 401(k) Retirement Savings Plan (the "Plan") at
December 31, 1998 and December 31, 1997, and the changes in net assets available
for benefits for the year ended December 31, 1998 in conformity with generally
accepted accounting principles. 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 of these statements in accordance with generally accepted auditing
standards which 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, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.
Our audits were conducted for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental schedules of
Assets Held for Investment Purposes and Reportable Transactions as of and for
the year ended December 31, 1998, 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 changes in net
assets available for benefits and statement of changes in net assets available
for 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. These supplemental schedules and fund
information are the responsibility of the Plan's management. The supplemental
schedules and fund information have been subjected to the auditing procedures
applied in the audits 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.
PricewaterhouseCoopers LLP
June 18, 1999
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RENT-WAY, INC.
Statement of Net Assets Available for Benefits, With Fund Information for the
Year Ended December 31, 1998
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
---------------------------------- ------------ ------------- ----------------- ---------------- ------------------ -------------
Investments:
<S> <C> <C> <C> <C> <C>
Investments, at fair value $ 610,167 $ 193,487 $ 641,386 $ 731,940 $ 2,274,821
Cash equivalents $ 287,234
Employer contributions receivable
Participants contributions receivable 5,754 8,090 4,398 28,238 34,582 32,379
Participant notes receivable
Total assets $ 292,988 618,257 197,885 669,624 766,522 2,307,200
--------- -------- --------- ---------- ------------ ------------
Net assets available for plan
benefits $ 292,988 $ 618,257 $ 197,885 $ 669,624 $ 766,522 $ 2,307,200
========= ========= ========= ========== ============ ============
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PUTNAM PUTNAM
INTERNATIONAL HIGH YIELD RENT-WAY
GROWTH TRUST LOAN STOCK
FUND FUND FUND FUND TOTAL
------------------------------------ --------------------------- --------------- ------------- ------------- -----------------
Investments:
<S> <C> <C> <C> <C>
Investments, at fair value $ 360,382 $ 49,751 - $ 2,369,864 $ 7,231,798
Cash equivalents $ 287,234
Employer contribution receivable 63,791 63,791
Participants contributions receivable 13,653 4,711 1,881 25,783 159,469
Participant notes receivable - - 236,247 - 236,247
---------- -------- --------- ----------- -------------
Total assets 374,035 54,462 238,128 2,459,438 7,978,539
---------- -------- --------- ----------- -------------
Net assets available for plan benefits $ 374,035 $ 54,462 $ 238,128 $ 2,459,438 $ 7,978,539
========== ======== ========= =========== =============
The accompanying notes are an integral part of these financial statements.
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4
RENT-WAY, INC.
Statement of Net Assets Available for Benefits, With Fund Information for the Year Ended December 31, 1997
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
---------------------------------- ------------ ------------- ----------------- ---------------- ------------------ -------------
Investments:
<S> <C> <C> <C> <C> <C> <C>
Investments, at fair value $ 108,548 $ 97,304 $ 45,815 $ 366,545 $ 384,368 $ 848,907
Cash equivalents
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 $ 862,169
========= ======== ========= ========== ============ ==========
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PUTNAM PUTNAM
INTERNATIONAL HIGH YIELD RENT-WAY
GROWTH TRUST LOAN STOCK
FUND FUND FUND FUND TOTAL
------------------------------------ --------------------------- --------------- ------------- ------------- -----------------
Investments:
<S> <C> <C> <C> <C>
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 receivable - - 101,637 - 101,637
----------- -------- ---------- ----------- ------------
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
=========== ======== ========== =========== ============
The accompanying notes are an integral part of these financial statements.
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5
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RENT-WAY, INC.
Statement of Changes in Net Assets Available for Benefits, With Fund Information
for theYear Ended December 31, 1998
THE PUTNAM THE
PUTNAM GEORGE CONVERTIBLE PUTNAM PUTNAM
MONEY PUTNAM INCOME- GROWTH- PUTNAM NEW PUTNAM INTERNATIONAL
MARKET FUND OF GROWTH INCOME OPPORTUNITIES VOYAGER II GROWTH
FUND BOSTON TRUST FUND FUND FUND FUND FUND
- ------------------------------ ------------- ----------- ------------- ------------ ------------------ ------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Net appreciation (depreciation) $ (33,358) $ (23,321) $ 19,002 $ 106,797 $ 166,250 $ 41,890
in fair market value of assets
Interest $ 1,462 403 168 1,460 3,166 2,964 1,355
Dividends 11,669 52,771 22,537 53,926 22,580 83,703 10,370
---------- --------- --------- --------- --------- ---------- --------
13,131 19,816 (616) 74,388 132,543 252,917 53,615
Contributions:
Participants 63,853 53,565 31,798 269,882 317,311 308,307 118,668
Employer's - - - - - - -
Transfer of assets 105,808 527,277 147,502 - - 1,275,753 -
Loan principal repayments 24,594 1,339 924 13,325 19,553 18,195 12,040
---------- --------- --------- --------- --------- ----------- --------
194,255 582,181 180,224 283,207 336,864 1,602,255 130,708
---------- --------- --------- --------- --------- ----------- --------
Total additions 207,386 601,997 179,608 357,595 469,407 1,855,172 184,323
Deductions:
Withdrawals 142,626 78,004 22,562 53,008 57,582 330,514 40,263
Loans 7,248 2,411 2,981 12,315 26,790 31,261 9,099
---------- --------- --------- --------- --------- ----------- --------
Total deductions 149,874 80,415 25,543 65,323 84,372 361,775 49,362
Net increase 57,512 521,582 154,065 292,272 385,035 1,493,397 134,961
---------- --------- --------- --------- --------- ----------- --------
Transfer between funds 125,397 (2,097) (2,762) (217) (22,588) (48,366) (11,297)
---------- --------- --------- --------- --------- ----------- --------
Net increases 182,909 519,485 151,303 292,055 362,447 1,445,031 123,664
Beginning net assets 110,079 98,772 46,582 377,569 404,075 862,169 250,371
---------- --------- --------- --------- --------- ----------- --------
Ending net assets $ 292,988 $ 618,257 $ 197,885 $ 669,624 $ 766,522 $ 2,307,200 $ 374,035
========== ========= ========= ========= ========= =========== =========
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PUTNAM
HIGH YIELD LOAN RENT-WAY
TRUST FUND FUND STOCK FUND TOTAL
----------------------------------- -------------- --------------- ---------------- ---------------
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Additions to net assets attributed to:
Net appreciation (depreciation) in
<S> <C> <C> <C> <C>
fair value of assets $ (7,623) $ 13,186 $ 481,355 $ 764,178
Interest 160 (13,186) 2,048 -
Dividends 4,066 - 8 261,630
-------- --------- ---------- ----------
(3,397) - 438,411 1,025,808
Contributions:
Participants 30,926 (832) 252,792 1,446,270
Employer's - - 454,848 454,848
Transfer of assets - 132,180 - 2,188,520
Loan principal repayments 493 (101,331) 10,868 -
-------- --------- ---------- ----------
31,419 30,017 718,508 4,089,638
-------- --------- ---------- ----------
Total additions 28,022 30,017 1,201,919 5,115,446
Deductions:
Withdrawals 6,811 39,972 240,675 1,012,017
Loans 2,140 (143,733) 49,488 -
-------- --------- ---------- ----------
Total deductions 8,951 (103,761) 290,163 1,012,017
Net increase/decrease prior to
interfund transfers 19,071 133,778 911,756 4,103,429
-------- -------- ---------- ----------
Transfer between funds (621) - (37,458) -
-------- -------- ---------- ----------
Net increase/decrease 18,459 133,778 874,298 4,103,429
Net assets available for plan benefits,
At beginning of year (Note 1) 36,003 104,350 1,585,140 3,875,110
-------- -------- ---------- ----------
At end of $ 54,462 $ 238,128 $ 2,459,438 $ 7,978,539
</TABLE>
6
RENT-WAY, INC.
Notes to Financial Statements
December 31, 1998 and 1997
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. 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.
INVESTMENT OPTIONS: Upon enrollment in the Plan, a participant may direct
employee contributions in five percent increments in any of the investment
options:
o 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.
o 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.
o 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.
o 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.
o PUTNAM NEW OPPORTUNITIES FUND -- Putnam New Opportunities Fund seeks
long-term capital appreciation. Current income is only an incidental
consideration.
o 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.
7
RENT-WAY, INC.
Notes to Financial Statements, continued
December 31, 1998 and 1997
1. DESCRIPTION OF PLAN, CONTINUED:
o 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.
o 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.
o RENT-WAY STOCK FUND -- 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, 1998 and 1997, forfeited nonvested
accounts totaled $53,523 and $38,436, respectively. These amounts are used to
fund administrative expenses otherwise funded by the Company.
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.
RISKS AND UNCERTAINTIES: The Plan provides for various investment options
in any combination of stocks and mutual funds. Investment securities are exposed
to various risks, such as interest rate, market and credit. Due to the level of
risk associated with certain investment securities, it is at least reasonably
possible that changes in risks in the near term could materially affect
8
RENT-WAY, INC. 401(k) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, continued
DECEMBER 31, 1998 and 1997
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED:
participants' account balances and the amounts reported in the Statements
of Net Assets Available for Benefits and the Statements of Changes in Net Assets
Available for Benefits.
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, 1998 and 1997 or between changes in net assets available for plan
benefits for the year ended December 31, 1998 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 1998 financial statements and the
1998 Form 5500.
4. TAX STATUS:
The Internal Revenue Service has determined and informed the Employer by a
letter dated January 27, 1999, that the Plan and related trust are designed in
accordance with applicable sections of the Internal Revenue Code ("IRC").
5. TRANSFER OF ASSETS:
In 1998, the Company acquired Champion Rentals, Inc. ("Champion"). The Plan
was amended to allow employees of Champion, who have met the eligibility
requirements of the Plan, to become participants in the Plan effective June 30,
1998. Accordingly, investments of $2,188,520 were transferred from the Champion
Rent to Own 401 (k) Plan to the Plan's investment funds in July, 1998.
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9
RENT-WAY, INC.
Schedule of Assets Held for Investment Purposes - Item 27a
December 31, 1998
CURRENT
ISSUE DESCRIPTION COST VALUE
-------------------------- --------------------------------------------------- --------------- ---------------------
<S> <C> <C>
Putnam Investments Putnam Money Market Fund* $ 287,234 287,234
The George Putnam Fund of Boston* 635,567 610,167
Putnam Convertible Income -Growth Trust Fund* - -
Trust Fund 215,300 193,487
The Putnam Growth and Income Fund* 634,072 641,386
Putnam New Opportunities Fund* 605,654 731,940
Putnam Voyager II Fund 1,967,722 2,274,821
Putnam International Growth Fund* 318,035 360,382
Putnam High Yield Trust Fund* 56,978 49,751
Loan Fund N/A 236,247
Rent-Way Stock Fund** 1,535,114 2,369,864
* 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.
</TABLE>
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<CAPTION>
10
RENT-WAY, INC.
Schedule of Reportable Transactions - Form 5500, Item 27d
Year Ended December 31, 1998
CURRENT
EXPENSE VALUE OF
INCURRED WITH ASSET ON
PURCHASE SELLING LEASE TRANSACTIONS COST OF TRANSACTION NET GAIN
PARTY DESCRIPTION PRICE PRICE RENTAL ASSET DATE OR (LOSS)
- -------------------- -------------------- ---------- -------- ---------- ------------- ---------- ----------- --------
Individual
Purchase
Transactions
- ------------
None
Series of Purchase
/ Sale Transactions
- -------------------
Putnam Investments The Putnam Growth and
<S> <C> <C> <C> <C> <C>
Income Fund $ 354,508 N/A N/A $ - $ 354,508 $ 354,508 $ -
Putnam Voyager II Fund 427,232 N/A N/A - 427,232 427,232 -
Putnam Voyager II Fund N/A $ 443,321 N/A - 461,997 443,321 -
Putnam New Opportunities
Fund 357,414 N/A N/A - 357,414 357,414 -
Rent-Way Stock Fund 834,637 N/A N/A - 834,637 834,637 -
Rent-Way Stock Fund N/A 493,641 N/A - 309,024 493,641 184,617
Putnam Money Market Fund 224,240 N/A N/A - 224,240 224,240 -
</TABLE>
RENT-WAY, INC. 401(k) RETIREMENT SAVINGS PLAN
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: June 30, 1999 SAVINGS PLAN
By: /s/ Jeffrey A. Conway
-----------------------------
Jeffrey A. Conway, Trustee
INDEX TO EXHIBITS
Exhibit No. Name
- ----------- ----
23 Consent of PricewaterhouseCoopers LLP
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
June 18, 1999, on our audits of the financial statements and supplemental
schedules of Rent-Way, Inc. 401(k) Retirement Savings Plan as of December 31,
1998 and 1997 anf for the year ended December 31, 1998, which report is
included in this Annual Report on 11-K.
PricewaterhouseCoopers LLP
Cleveland, Ohio
June 29, 1999