RENT WAY INC
8-K, 2000-10-31
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



       October 31, 2000                        (October 30, 2000)
        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>


Item 5.           Other Events


The registrant issued the following press release on October 30, 2000:


         RENT-WAY ANNOUNCES INVESTIGATION OF CERTAIN ACCOUNTING MATTERS

     October 30, 2000 - Erie,  Pennsylvania.  Rent-Way,  Inc.  (NYSE-RWY)  today
announced  that  it  is  investigating  certain  accounting  matters,  including
possible accounting irregularities,  which if confirmed would result in the need
to revise earlier  reported  unaudited  financial  results for fiscal year 2000.
Rent-Way also expects these matters to impact  adversely its recently  concluded
fourth quarter ended September 30, 2000.

     Rent-Way has not yet  determined  the final amount of the revisions nor the
allocation  of this amount to prior  fiscal  periods.  Rent-Way has also not yet
determined the magnitude of the adverse  impact on its fourth  quarter  results.
Based on its preliminary  investigation to date, however, Rent-Way expects these
matters to have a negative,  non-cash  impact of between  $25.0 million to $35.0
million  pre-tax  on  fiscal  year  2000  earnings.  Based  on  its  preliminary
investigation  to date,  Rent-Way expects that no fiscal periods prior to fiscal
year 2000 will be affected.  Rent-Way had previously  announced that it expected
to meet  consensus  analyst  estimates for fully  diluted  earnings per share of
$1.83 in fiscal year 2000. Based upon its preliminary  investigation to date and
taking into account the expected impact of these  accounting  matters,  Rent-Way
believes it will report fully  diluted  earnings per share of between  $0.88 and
$1.14  for  fiscal  year  2000.  Rent-Way  does  not  expect  that  any of these
accounting matters will adversely impact reported revenues in fiscal year 2000.

     Rent-Way has also announced that Matthew Marini, its Corporate  Controller,
has been suspended and placed on leave pending  completion of the investigation.
At the request of the Audit Committee of the Board of Directors, Jeffrey Conway,
Rent-Way's President and Chief Operating Officer,  has voluntarily  relinquished
his operating  responsibilities  and has agreed to assist the Audit Committee in
its investigation.

     The Audit Committee is conducting an  investigation  of the matter with the
assistance of the company's  regular outside counsel,  Hodgson,  Russ,  Andrews,
Woods & Goodyear LLP, and special counsel to the Committee, Ross & Hardies, LLP.
Hodgson  Russ  has  retained   PricewaterhouseCoopers   LLP  to  assist  in  the
investigation.  Commenting  on the  announcement,  William  Lerner,  Chairman of
Rent-Way's  Audit  Committee,  stated,  "Speaking  for each  member of the Audit
Committee,  we are  firmly  committed  to  completing  a  thorough,  expeditious
investigation. Rent-Way will take all appropriate corrective actions dictated by
the results of this investigation."  William Morgenstern,  Chairman of the Board
and Chief Executive Officer of Rent-Way,  commented,  "While this situation is a
difficult  one, I am pleased that several  employees came forward to bring these
matters to our attention.  We continue to believe the company's  current outlook
and growth prospects are strong.  We plan to provide  information  regarding our
outlook for fiscal 2001 as soon as possible  following  completion  of the Audit
Committee's investigation."

     Certain  statements  made  in  this  news  release  may  be  deemed  to  be
forward-looking  statements.  These statements  involve risks and uncertainties,
including  the  ultimate  outcome of the Audit  Committee's  investigation,  the
nature of any revisions made to Rent-Way's  financial  results and the magnitude
of the adverse impact of these accounting matters on Rent-Way's fiscal year 2000
fourth quarter.

     Rent-Way is the second largest  operator of  rental-purchase  stores in the
United  States.  Rent-Way  rents quality,  name brand  merchandise  such as home
entertainment equipment,  computers,  furniture and appliances from 1,142 stores
in 42 states.

     Contact:   William  Morgenstern,   Chief  Executive  Officer,  and  William
McDonnell, Chief Financial Officer, of Rent-Way at 814-455-5378.




<PAGE>


                                   SIGNATURES


Pursuant to the  requirements  of the  Securities  and 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)





      October 31, 2000                              /s/William E. Morgenstern
-----------------------------                  --------------------------------
           Date                                            (Signature)
                                                       William E. Morgenstern
                                            Chairman and Cheif Executive Officer




     October 31, 2000                              /s/ William A. McDonnell
 -----------------------------                 ---------------------------------
            Date                                          (Signature)
                                                  William A. McDonnell
                                      Vice President and Chief Financial Officer





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