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U. S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K/A
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission File Number: 0-22026
RENT-WAY, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 25-1407782
(State of incorporation) (I.R.S. Employer Identification No.)
One RentWay Place, Erie, Pennsylvania 16505
(Address of principal executive offices)
814-455-5378
(Registrant's telephone number)
Securities registered pursuant to Section 12(b) of the Act:
Title of Class Name of Exchange on Which Registered
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Common Stock, no par value New York Stock Exchange, Inc.
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
Based on the closing sales price on December 6, 1999, the aggregate market value
of stock held by non-affiliates of the registrant was $372,103,705.
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date.
CLASS OUTSTANDING AS OF DECEMBER 6, 1999
Common Stock 21,984,041
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Documents Incorporated by Reference
Portions of the registrant's definitive proxy statement for the annual meeting
of shareholders to be held March 8, 2000 are incorporated by reference into Part
III of this Form 10-K
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RENT-WAY, INC.
PART III
Item 14 EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a)(3) Exhibits
The Company is filing a new consent of independent accountants to correct
the reference to the date of the audit report prepared by PricewaterhouseCoopers
LLP. The correct date of the audit report is December 22, 1999.
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RENT-WAY, INC.
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Registrant: RENT-WAY, INC.
By: /s/ WILLIAM E. MORGENSTERN By: /s/ JEFFREY A. CONWAY
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Chairman of the Board, President Senior Vice President
and Chief Executive Officer and Chief Financial Officer
(Principal Executive Officer) (Principal Financial Officer)
January 14, 2000 January 14, 2000
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Date Date
By: /s/ MATTHEW J. MARINI
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Controller and Chief Accounting Officer
(Principal Accounting Officer)
January 14, 2000
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Date
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Signature Title Date
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/s/ GERALD A. RYAN Director January 14, 2000
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Gerald A. Ryan
/s/ WILLIAM E. MORGENSTERN Director January 14, 2000
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William E. Morgenstern
/s/ VINCENT CARRINO Director January 14, 2000
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Vincent Carrino
/s/ ROBERT FAGENSON Director January 14, 2000
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Robert Fagenson
/s/ MARC W. JOSEFFER Director January 14, 2000
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Marc W. Joseffer
/s/ WILLIAM LERNER Director January 14, 2000
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William Lerner
/s/ PAUL N. UPCHURCH Director January 14, 2000
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Paul N. Upchurch
/s/ JACQUELINE E. WOODS Director January 14, 2000
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Jacqueline E. Woods
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EXHIBIT INDEX
Exhibit No. Description
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2.1(1) Asset Purchase Agreement among the Company, AV Rentals/Warren,
Inc., AV Rentals/Garystown, Inc., Best Rentals Northside, Inc. and
C. Dennis Goldman, dated February 24, 1995.
2.2(4) Agreement and Plan of Merger among the Company, McKenzie
Leasing Corporation, Steve A. McKenzie, Brenda G. McKenzie and
others, dated June 9, 1995.
2.3(7) Stock Purchase Agreement by and among the Company, Diamond
Leasing Corporation, Kenneth H. Moye and Lee Brady, dated July 20,
1996.
2.4(9) Stock Purchase Agreement by and among the Company, Bill Coleman TV,
Inc. and David Coleman, dated January 2, 1997.
2.5(6) Stock Purchase Agreement by and among the Company, Perry
Electronics, Inc., Robert L. Thomas, Norma J. Thomas, Randall D.
Snyder and Niki L. Snyder, dated January 24, 1997.
2.6(6) Closing Letter Agreement dated February 6, 1997 amending Stock
Purchase Agreement by and among the Company, Perry Electronics,
Inc., Robert L. Thomas, Norma J. Thomas, Randall D. Snyder and
Niki L. Snyder.
2.7(10) Asset Purchase Agreement by and among the Company, South Carolina
Rentals, Inc., Paradise Valley Holdings, Inc., L & B Rents, Inc.
and James S. Archer, dated November 21, 1997.
2.8(11) Stock Purchase Agreement by and among the Company, Champion
Rentals, Inc., Bill C. Ogle, Sr. and others, dated as of
January 30, 1998.
2.9(12) Agreement and Plan of Merger dated September 1, 1998 between the
2.10(14) Stock Purchase Agreement between the Company, RentaVision, Inc.
and Robert Natoli dated September 15, 1999.
3.1(13) Articles of Incorporation of the Company, as amended. 3.2(2)
By-Laws of the Company, as amended.
4.1(1) Form of Stock Option Agreement between the Company and
each of the shareholders of McKenzie Leasing Corporation, dated
July 21, 1995.
4.2(1) Registration Rights Agreement among the Company, Massachusetts
Mutual Life Insurance Co. and affiliates thereof ("MassMutual"),
dated July 15, 1995.
4.3(9) Shareholder's Agreement between the Company and Lee Brady, dated
July 20, 1996.
4.4(9) Stock Option Agreement between the Company and David Coleman,
dated January 2, 1997.
10.1(2) Company's Stock Option Plan of 1992.
10.2(1) Company's 1995 Stock Option Plan.
10.3(2) Form of Non-Plan Stock Option Agreement.
10.4(15) Company's 1999 Stock Option Plan.
10.4(16) Employment Agreement between William E. Morgenstern and the
Company, dated October 1, 1998.
10.5(16) Employment Agreement between Jeffrey A. Conway and the
Company, dated October 1, 1998.
10.6(16) Engagement Agreement between Gerald A. Ryan and the Company,
dated October 1, 1999.
10.7(1) Consulting Agreement between the Company and Marc Joseffer,
dated May 18, 1994.
10.8(1) Non-Competition Agreement between Marc Joseffer and the
Company, dated May 18, 1994.
10.9(1) Consulting Agreement between the Company and McKenzie Development
Corporation, dated July 21, 1995.
10.10(1) Non-Competition Agreement between the Company and Steve A.
McKenzie, dated July 21, 1995.
10.11(1) Non-Competition Agreement between the Company and Brenda G.
McKenzie, dated July 21, 1995.
10.12(4) Subordinated Note Agreement among the Company and MassMutual,
dated July 15, 1995.
10.13(1) Form of MassMutual Subordinated Note, dated July 15, 1995.
10.14(1) Form of MassMutual Warrant, dated July 15, 1995.
10.15(12) Non competition Agreement between the Company and George D.
Johnson, Jr.
10.16(16) Credit Agreement by and among Rent-Way, Inc., RentaVision, Inc.,
and Rent-Way of TTIG, L.P. and the lenders party thereto and
National City Bank of Pennsylvania, Bank of America, N.A. and Bank
of Montreal and Harris Trust and Savings Bank, as agents dated
September 23, 1999, as amended by Amendment No. 1 to
Credit Agreement dated November 17, 1999.
10.17(8) Form of the Company's 7% Convertible Subordinated Debentures due
2007 (the "Debentures").
10.18(8) Indenture, dated February 4, 1997, between the Company and
Manufacturers and Traders Trust Company, as Trustee, in respect
of the Debentures.
10.19(13) Non-Compete Agreement between the Company, South Carolina Rentals,
Inc. Paradise Valley Holdings, Inc., L & B Rents, Inc. and James S.
Archer, dated January 7, 1998.
10.20(13) Non-Compete Agreement between Bill C. Ogle, Sr., Gary E.
Jackson, J. Lee Ogle, Bill C. Ogle, Jr., Cindy Harper, Teresa
Ogle and the Company, dated February 5, 1998.
10.21(13) Consulting Agreement between Paul N. Upchurch and the Company,
dated February 5, 1998.
21(16) Subsidiaries of the Company
23* Consent of PricewaterhouseCoopers LLP.
27(16) Financial Data Schedule.
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* Filed herewith
(1) Previously filed, as of January 5, 1996, pursuant to the Company's
Registration Statement on Form SB-2 (No. 333-116).
(2) Previously filed, as of December 8, 1992, pursuant to the Company's
Registration Statement on Form S-18 (No. 33-55562-NY).
(3) Previously filed, as of July 9, 1993, pursuant to Amendment No. 2 to
the Company's Registration Statement of Form S-18 (No. 33-55562-NY).
(4) Previously filed, as of August 15, 1995, as an exhibit to the Company's
Current Report on Form 8-K.
(5) Previously filed, as of December 28, 1995, as an exhibit to the
Company's Current Report on Form 10-KSB.
(6) Previously filed, as of February 21, 1997, as an exhibit to the
Company's Current Report on Form 8-K.
(7) Previously filed, as of August 8, 1996, as an exhibit to the Company's
Current Report on Form 8-K.
(8) Previously filed, as of May 9, 1997, pursuant to the Company's
Registration Statement on Form S-3 (No. 333-26835).
(9) Previously filed, as of November 6, 1997, as an exhibit to the
Company's Annual Report on Form 10-K.
(10) Previously filed, as of January 20, 1998, as an exhibit to the
Company's Current Report on Form 8-K.
(11) Previously filed, as of February 19, 1998, as an exhibit to the
Company's Current Report on Form 8-K.
(12) Previously filed, as of November 6, 1998, pursuant to the Company's
Registration Statement on Form S-4 (No. 333-66955).
(13) Previously filed, as of December 29, 1998, as an exhibit to the
Company's Annual Report on Form 10-K.
(14) Previously filed, as of October 12, 1999, as an exhibit to the
Company's Current Report on Form 8-K.
(15) Previously filed, as of February 12, 1999, as Exhibit A to the
Company's Proxy Statement on Schedule 14A.
(16) Previously filed, as of December 22, 1999, as an exhibit to the
Company's Annual Report on Form 10-K.
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Exhibit 23
Consent of Independent Accountants
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We consent to the incorporation by reference in the registration statement of
Rent-Way, Inc. on Form S-8 (File Nos. 33-86090, 333-13355, 333-49355 and
333-87855) of our report dated December 22, 1999 on our audits of the
consolidated financial statements of Rent-Way, Inc. and its Subsidiaries, as of
September 30, 1999 and 1998, and for the years ended September 30, 1999, 1998
and 1997, which report is included in this Annual Report on Form 10-K.
PricewaterhouseCoopers LLP
Cleveland, Ohio
December 22, 1999
