<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
Rent-Way, Inc.
--------------------------
(Name of Issuer)
Common Stock, No Par Value
--------------------------
(Title of Class of Securities)
76009U104
--------------------------
(CUSIP Number)
Michael D. Walts
P. O. Box 653
New Albany, Indiana 47150
(812) 949-0500
--------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copy to:
Donald I.N. McKenzie, Esq.
Sherrard & Roe, PLC
424 Church Street, Suite 2000
Nashville, Tennessee 37219
April 25, 2000
--------------------------
(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: [ ]
Check the following box if a fee is being paid with this statement: [ ]
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act.
(Continued on following pages)
<PAGE> 2
CUSIP Number: 76009U104 Page 2 of 6 Pages
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
1. Name of Reporting Person and I.R.S. Identification Number
Michael D. Walts
--------------------------------------------------------------------------------
2. Check the Appropriate Row if a member of a Group (See Instructions)
(a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3. SEC Use Only
--------------------------------------------------------------------------------
4. Source of Funds
00 - See Item 3
--------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e)
[ ]
--------------------------------------------------------------------------------
6. Citizenship or Place of Organization
United States
--------------------------------------------------------------------------------
<PAGE> 3
CUSIP Number: 76009U104 Page 3 of 6 Pages
--------------------------------------------------------------------------------
Number of Shares Beneficially Owned by Each Reporting Person With:
Number 7. Sole Voting Power 1,023,920
of Shares
Beneficially 8. Shared Voting Power 264
Owned
By Each 9. Sole Dispositive Power 1,023,920
Reporting
Person 10. Shared Dispositive Power 264
With:
--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned By Each Reporting Person
1,024,184
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
4.3%
--------------------------------------------------------------------------------
14. Type of Reporting Person
IN
--------------------------------------------------------------------------------
<PAGE> 4
CUSIP Number: 76009U104 Page 4 of 6 Pages
--------------------------------------------------------------------------------
ITEM 1. SECURITY AND ISSUER.
This Amendment Number 1 amends the statement on Schedule 13D previously
filed in connection with the ownership of Common Stock, no par value ("Rent-Way
Common Stock"), of Rent-Way, Inc., a Pennsylvania corporation ("Rent-Way").
Rent-Way's principal executive offices are located at One RentWay Place, Erie,
Pennsylvania 16505. A Schedule 13D with respect to Mr. Walts' ownership of
Rent-Way Common Stock was filed by Mr. Walts on December 22, 1998. The Schedule
13D incorrectly stated the total number of shares of Rent-Way Common Stock owned
by Mr. Walts as of that date. This Amendment Number 1 to Schedule 13D (i)
corrects the information previously disclosed in the Schedule 13D, and (ii)
provides current information regarding Mr. Walts' ownership of the Rent-Way
Common Stock.
ITEM 3 is hereby amended by restating the first paragraph thereof
except for the amendment of the last two sentences as set forth below.
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, Mr. Walts was the beneficial owner of
2,230,000 shares of Home Choice Common Stock and his wife was the beneficial
owner of 500 shares of Home Choice Common Stock. As a result of the Merger, such
shares converted into 1,311,240 shares and 264 shares of Rent-Way Common Stock,
respectively.
ITEM 5 is hereby amended to add the following information:
ITEM 5 INTEREST IN SECURITIES OF THE ISSUER.
(a) Mr. Walts may be deemed to be the beneficial owner (as that term is
defined in Rule 13d-3 ("Rule 13d-3")) under the Securities Exchange Act of 1934
of 1,024,184 shares of Rent-Way Common Stock, which constitutes 4.3% of the
outstanding shares of Rent-Way Common Stock (based upon 23,662,650 shares of
Rent-Way Common Stock outstanding as reported in Rent-Way's Form 10-Q for the
quarterly period ended March 31, 2000).
(b) Mr. Walts has sole power to vote and dispose of 1,023,920 shares
of the shares identified in (a) above.
(c) Mr. Walts might be deemed to share the power to vote and dispose of
264 shares of Rent-Way Common Stock owned by his wife and which are included in
the shares identified in (a) above.
<PAGE> 5
CUSIP Number: 76009U104 Page 5 of 6 Pages
--------------------------------------------------------------------------------
(d) Mr. Walts sold shares of Rent-Way Common Stock in the amounts and
on the dates set forth below:
<TABLE>
<CAPTION>
Date Shares Sold Price per Share
---- ----------- ---------------
<S> <C> <C>
July 6, 1999 31,000 $25.00
July 9, 1999 51,320 25.1189
August 23, 1999 100,000 23.0188
April 25, 2000 50,000 25.6025
April 26, 2000 10,000 26.00
May 1, 2000 7,500 26.1083
May 17, 2000 32,500 26.7019
May 19, 2000 5,000 27.00
</TABLE>
In each case, the transaction took place on the New York Stock Exchange. All
transactions since the filing of the Schedule 13D have been disclosed due to the
discrepancy between the Rent-Way Common Stock owned by Mr. Walts and the amount
which was inadvertently reported in the Schedule 13D.
(e) 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 except for Mrs. Walts' ownership of 264 shares of
Rent-Way Common Stock.
(f) Mr. Walts ceased to be the beneficial owner of more than 5% of the
Rent-Way Common Stock upon his sale of 50,000 shares of Rent-Way Common Stock on
April 25, 2000.
<PAGE> 6
CUSIP Number: 76009U104 Page 6 of 6 Pages
--------------------------------------------------------------------------------
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: June 7, 2000.
/s/ Michael D. Walts
------------------------------------
Michael D. Walts
