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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
NationsRent, Inc.
________________________________________________________________________________
(Name of Issuer)
Common Stock
________________________________________________________________________________
(Title of Class of Securities)
638588 10 3
_______________________________________________________________
(CUSIP Number)
E. Michael Greaney, Esq., Gibson, Dunn & Crutcher LLP, 200 Park Avenue,
NY, NY 10166
________________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
August 2, 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 that is the subject of this schedule 13D, and is filing this
schedule because of (S)(S) 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [_]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See (S) 240.13d-7 for other
parties to whom copies are to be sent. *The remainder of this cover page shall
be filled out for a reporting person's initial filing on this form with respect
to the subject class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover page.
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 (however, see the
Notes).
Potential persons who are to respond to the collection of information contained
in this form are not required to respond unless the form displays a currently
valid OMB control number.
SEC 1746 (2-98)
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SCHEDULE 13D
CUSIP NO. 638588 10 3
-----------
------------------------------------------------------------------------------
NAMES OF REPORTING PERSONS
1 S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
INVESTCORP S.A.
------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 Not Applicable (a) [_]
(b) [_]
------------------------------------------------------------------------------
SEC USE ONLY
3
------------------------------------------------------------------------------
SOURCE OF FUNDS
4
WC, AF
------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5 Not Applicable
------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6 Luxembourg
------------------------------------------------------------------------------
SOLE VOTING POWER
7 0
NUMBER OF
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8 37,219,436
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9 0
REPORTING
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10 19,441,658
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 37,219,436
------------------------------------------------------------------------------
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 Not Applicable
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 39.2%
------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14 CO
------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
CUSIP NO. 638588 10 3
-----------
------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sipco Limited
------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 Not Applicable (a) [_]
(b) [_]
------------------------------------------------------------------------------
SEC USE ONLY
3
------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
WC, AF
------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5 Not Applicable
------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6 Cayman Islands
------------------------------------------------------------------------------
SOLE VOTING POWER
7 0
NUMBER OF
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8 37,219,436
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9 0
REPORTING
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10 19,441,658
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 37,219,436
------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 Not Applicable [_]
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 39.2%
------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14 CO
------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
CUSIP NO. 638588 10 3
-----------
------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
NR Holdings Limited
------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 Not Applicable (a) [_]
(b) [_]
------------------------------------------------------------------------------
SEC USE ONLY
3
------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
WC
------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5 Not Applicable
------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6 Cayman Islands
------------------------------------------------------------------------------
SOLE VOTING POWER
7 0
NUMBER OF
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8 11,285,714
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9 0
REPORTING
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10 11,285,714
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 11,285,714
------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 Not Applicable [_]
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 16.2%
------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14 CO
------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
CUSIP NO. 638588 10 3
-----------
------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
NR2 Holdings Limited
------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
(b) [_]
------------------------------------------------------------------------------
SEC USE ONLY
3
------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
WC
------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5 Not Applicable
------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6 Cayman Islands
------------------------------------------------------------------------------
SOLE VOTING POWER
7 0
NUMBER OF
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8 22,222,222
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9 0
REPORTING
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10 4,444,444
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 22,222,222
------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 Not Applicable [_]
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 27.6%
------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14 CO
------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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This Amendment No. 2 to Schedule 13D relates to the Common Stock, par value
$0.01 per share (the "Common Stock"), of NationsRent, Inc. ("NationsRent"), a
Delaware corporation.
This Amendment No. 2 is being filed jointly pursuant to Rule 13d-1(k)(1) of
Regulation 13D-G of the General Rules and Regulations under the Securities
Exchange Act of 1934 (the "Exchange Act"), as amended, on behalf of Investcorp
S.A., a Luxembourg corporation ("Investcorp"), Sipco Limited, a Cayman Islands
corporation ("Sipco"), and NR2 Holdings Limited, a Cayman Islands corporation
("NR2 Holdings," and collectively with Investcorp and Sipco, the "Current
Reporting Persons").
The initial Schedule 13D of Investcorp, Sipco and NR Holdings Limited, a
Cayman Islands corporation ("NR Holdings" and collectively with Investcorp and
Sipco, the "Initial Reporting Persons;" the Initial Reporting Persons and NR2
Holdings collectively, the "Reporting Persons"), which was filed on July 30,
1999, reported the Initial Reporting Persons' acquisition of beneficial
ownership of in excess of five percent (5%) of the Common Stock as a result of
the acquisition by NR Holdings and NR Investments Limited, a Cayman Islands
corporation ("NR Investments," and collectively with NR Holdings, the "Series A
Purchasers"), of shares (the "Series A Preferred Shares") of Series A
Convertible Preferred Stock of NationsRent ("Series A Preferred Stock") on July
20, 1999.
Amendment No. 1 was filed pursuant to Rule 13d-2(a) to amend the Initial
Reporting Persons' Schedule 13D to report, among other things, that as of
September 24, 1999, the beneficial interest of Investcorp and Sipco in the
outstanding Common Stock had increased by 1.0% as a result of open market
purchases of Common Stock by REF Equity Limited, a Cayman Islands corporation
("REF").
This Amendment No. 2 is being filed pursuant to Rule 13d-1(a) and Rule 13d-
2(a) to amend the Initial Reporting Persons' Schedule 13D to report, among other
things, the acquisition by NR2 Holdings of beneficial ownership of in excess of
five percent (5%) of the Common Stock as a result of its acquisition on August
2, 2000 of shares of Series B Convertible Preferred Stock of NationsRent
("Series B Preferred Stock") that are convertible into 4,444,444 shares of
Common Stock (the "NR2 Series B Preferred Shares"). DB Capital Investors, L.P.,
J.P. Morgan Capital Corporation and Sixty Wall Street Fund, L.P. (the "Other
Series B Purchasers") concurrently have acquired shares of Series B Preferred
Stock that are convertible into 17,777,778 shares of Common Stock (the "Other
Series B Preferred Shares"). Pursuant to a Preferred Stockholders Agreement (the
"Preferred Stockholders Agreement") dated August 2, 2000, NR2 Holdings and the
Other Series B Purchasers have entered into an agreement regarding the manner in
which their shares of Series B Preferred Stock will be voted as to the election
of members of the Board of Directors of NationsRent that the holders of the
Series B Preferred Stock are entitled to elect pursuant to the terms of the
Series B Preferred Stock (the "Series B Voting Agreement"). As a result of the
Series B Voting Agreement, NR2 Holdings and the Other Series B Purchasers may be
considered to be a group (the "13D Group") pursuant to Rule 13d-5(b)(1) under
the Exchange Act. Accordingly, the 13D Group may be deemed to be the beneficial
owner of the shares of Series B Preferred Stock owned by each member of the 13D
Group and each member of the 13D Group may be deemed to share beneficial
ownership of the shares of Series B Preferred Stock owned by each other member
of the 13D Group. NR2 Holdings disclaims beneficial ownership of the Other
Series B Preferred Shares, except to the extent that such beneficial ownership
may arise as a result of the Series B Voting Agreement.
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Item 1. Security and Issuer.
No material change.
Item 2. Identity and Background.
For information with respect to the identity and background of each director and
executive officer of Investcorp, Sipco, NR Holdings and NR2 Holdings, see
Schedule I attached hereto.
(a) Name of Person Filing
(i) Investcorp S.A.
(ii) Sipco Limited
(iii) NR Holdings Limited
(iv) NR2 Holdings Limited
(v) Other members of the 13D Group, which are filing separately
pursuant to Rule 13d-1(k)(2) under the Exchange Act, are DB Capital Investors,
L.P., J. P. Morgan Capital Corporation and Sixty Wall Street Fund, L.P.
(b) Place of Organization
(i) Luxembourg
(ii) Cayman Islands
(iii) Cayman Islands
(iv) Cayman Islands
(c) Principal Business
(i) Investcorp S.A., through its subsidiaries, acts as a principal and
intermediary in international investment transactions.
(ii) Sipco is a passive holding company that has no operations and no
employees.
(iii) The sole business of NR Holdings Limited is to hold shares of Series
A Preferred Stock of NationsRent.
(iv) The sole business of NR2 Holdings Limited is to hold shares of Series
B Preferred Stock of NationsRent.
(d) Address of Principal Business and Principal Office
(i) Investcorp S.A.
6 rue Adolphe Fischer
L-1520 Luxembourg
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(ii) Sipco Limited
West Wind Building
P.O. Box 1111
Harbour Drive
Grand Cayman, Cayman Islands B.W.I.
(iii) NR Holdings Limited
West Wind Building
P.O. Box 1111
Harbour Drive
Grand Cayman, Cayman Islands B.W.I.
(iv) NR2 Holdings Limited
West Wind Building
P.O. Box 1111
Harbour Drive
(e) Legal Proceedings
During the last five years, none of the Reporting Persons, nor, to their best
knowledge, any person identified on Schedule I, has (a) been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(b) been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which the Reporting Person or such person,
as the case may be, was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The source of funds for the purchase of the Series A Preferred Shares was
working capital contributed to the capital of the Series A Purchasers by their
shareholders. The total purchase price for the Series A Preferred Shares was
$100 million.
The source of funds for the open market purchases of Common Stock by REF was
drawings by REF on an existing credit facility with Investcorp Funding Limited,
an indirect subsidiary of Investcorp.
The source of funds for the purchase of the NR2 Series B Preferred Shares was
working capital contributed to the capital of NR2 Holdings by its shareholders.
The total purchase price for the NR2 Series B Preferred Shares was $20 million.
Item 4. Purpose of Transaction.
Series A Preferred Stock Purchase
---------------------------------
The Series A Preferred Shares acquired by NR Holdings were acquired for
investment purposes on behalf of certain persons and/or entities (the "Managed
Entities") which indirectly are managed by affiliates of Investcorp through
revocable management services or similar agreements between such persons and/or
entities or their shareholders or principals and an affiliate of Investcorp
pursuant to which each such person or entity indirectly has granted such
<PAGE>
Page 9 of 36
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affiliate the authority to direct the voting and disposition of its equity
interests in NR Holdings and/or NR Investments for so long as such agreement is
in effect (the "Management Agreements"). The Series A Preferred Shares acquired
by NR Investments were acquired for investment purposes on behalf of a
subsidiary of Investcorp and, to the extent of .5% of the pecuniary interest, on
behalf of certain of the Managed Entities. Investcorp has provided to its
clientele the opportunity to participate in NR Holdings' investment in the
Series A Preferred Shares by purchasing nonvoting equity interests in NR
Holdings from the Managed Entities or by other means.
Pursuant to the Preferred Stock Purchase Agreement between the Series A
Purchasers and NationsRent dated July 20, 1999 (the "Series A Purchase
Agreement"), the Series A Purchasers acquired from NationsRent on July 20, 1999
beneficial ownership of Series A Preferred Shares convertible into an aggregate
of 14,285,714 shares of Common Stock (11,285,714 for NR Holdings and 3,000,000
for NR Investments).
Open Market Purchases
---------------------
The Common Stock acquired by REF was acquired for investment purposes on behalf
of certain entities (the "REF Managed Entities") which indirectly are managed by
affiliates of Investcorp through revocable management services or similar
agreements between such entities or their shareholders or principals and an
affiliate of Investcorp pursuant to which each such entity indirectly has
granted such affiliate the authority to direct the voting and disposition of its
equity interests in REF for so long as such agreement is in effect (each such
agreement, an "REF Management Agreement").
Series B Preferred Stock Purchase
---------------------------------
NationsRent issued the Series B Preferred Stock in order to obtain funds to
repay certain indebtedness, for capital expenditures and for other general
corporate purposes (including advertising and branding of its stores). The NR2
Series B Preferred Shares were acquired for investment purposes on behalf of the
Managed Entities.
Pursuant to the Preferred Stock Purchase Agreement among NR2 Holdings, the Other
Series B Purchasers and NationsRent dated August 2, 2000 (the "Series B Purchase
Agreement"), NR2 Holdings and the Other Series B Purchasers acquired from
NationsRent on August 2, 2000 shares of Series B Preferred Stock convertible
into an aggregate of 22,222,222 shares of Common Stock (4,444,444 for NR2
Holdings, 8,888,889 for DB Capital Investors, L.P., 6,666,667 for J.P. Morgan
Capital Corporation, and 2,222,222 for Sixty Wall Street Fund, L.P.). The
closing of the purchase of shares of Series B Preferred Stock convertible into
an aggregate of 11,555,555 shares of Common Stock (2,311,111 for NR2 Holdings,
4,622,222 for DB Capital Investors, L.P., 3,466,667 for J.P. Morgan Capital
Corporation, and 1,155,555 for Sixty Wall Street Fund, L.P.) took place on
August 2, 2000. NR2 Holdings and the Other Series B Purchasers have the right
(and the obligation) to consummate the closing of the purchase of shares of
Series B Preferred Stock (the "Second Preferred Shares") that will be
convertible into an aggregate of 10,666,667 shares of Common Stock (2,133,333
for NR2 Holdings, 4,266,667 for DB Capital Investors, L.P., 3,200,000 for J.P.
Morgan Capital Corporation, and 1,066,667 for Sixty Wall Street Fund, L.P.)
following approval by NationsRent's stockholders of the issuance of such shares
in accordance with the listing requirements of the New York Stock Exchange
("Stockholder Approval"). Persons having a majority of the voting power of the
outstanding shares of Common Stock and Series A Convertible Preferred Stock
(which vote together as a
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single class on such matter) have executed and delivered to NationsRent voting
agreements and proxies ("Voting Agreements") agreeing to vote their shares of
capital stock of NationsRent in favor of approval of such issuance and granting
proxies to representatives of NationsRent to vote their shares of capital stock
in favor of approval of such issuance. Accordingly, stockholder approval of such
issuance is assured. Since there is no material condition to the right of NR2
Holdings and the Other Series B Purchasers to close on the purchase of the
Second Preferred Shares, the 10,666,667 shares of Common Stock into which they
are convertible became beneficially owned by NR2 Holdings and the Other Series B
Purchasers upon execution and delivery of the Series B Purchase Agreement and
the Voting Agreements and have been included in the shares of Common Stock
reported herein as beneficially owned by the Reporting Persons.
Change in the Board of Directors
--------------------------------
Pursuant to the Series B Purchase Agreement, NationsRent has agreed to increase
the size of the Board of Directors from eight to ten, and to appoint a designee
of each of DB Capital Investors, L.P. and J.P. Morgan Capital Corporation to the
Board of Directors. Pursuant to the Series A Purchase Agreement, in July 1999
NationsRent increased the size of the Board of Directors from six to eight and
appointed two designees of the Series A Purchasers to the Board of Directors.
Other Plans or Proposals
------------------------
The Reporting Persons may from time to time acquire beneficial ownership of
additional Common Stock and may from time to time cease to have beneficial
ownership of Common Stock, depending upon price, market conditions, availability
of funds, evaluation of alternative investments and other factors. Such
acquisitions or dispositions may result from investment decisions by Investcorp,
from investment decisions by Investcorp's wholly owned subsidiaries that
indirectly manage the Managed Entities and the REF Managed Entities, from
decisions by the ultimate beneficial owners of the equity interests in NR
Holdings, NR Investments and NR2 Holdings (collectively, the "NR Purchasers")
held by the Managed Entities to directly or indirectly terminate or revoke the
Management Agreements or from decisions by the ultimate beneficial owners of the
equity interests in REF held by the REF Managed Entities to directly or
indirectly terminate or revoke the REF Management Agreements. Without limitation
of the foregoing, the parties' intention generally is to explore means to
realize favorable returns upon their investment in the Series A Preferred
Shares, the NR2 Series B Preferred Shares and the Common Stock, as applicable,
and, accordingly, on an on-going basis, may seek, evaluate and/or respond to
offers to sell or otherwise dispose of the Series A Preferred Shares, the NR2
Series B Preferred Shares and the Common Stock into which the Series A Preferred
Shares or the NR2 Series B Preferred Shares are convertible (the "Conversion
Shares") or the Common Stock purchased in the open market by REF, either through
open market or privately negotiated transactions. Such transactions may include
transfers of Series A Preferred Shares, NR2 Series B Preferred Shares or shares
of Common Stock to their ultimate beneficial owners, individual sales on behalf
of the ultimate beneficial owners, underwritten offerings of Conversion Shares
or of Common Stock held by REF on behalf of more than one of the ultimate
beneficial owners thereof, and dispositions through negotiated transactions that
result in a third party's acquisition of some or all of the Series A Preferred
Shares, the NR2 Series B
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Preferred Shares, the Conversion Shares or the Common Stock purchased by REF.
The Reporting Persons reserve the right to take any action with respect to
NationsRent or any of its equity securities in any manner permitted by law.
Item 5. Interest in Securities of the Issuer.
(a) (i) See Cover Page for Investcorp, Items 11 and 13. Investcorp
does not directly own any shares of Common Stock, Series A Preferred Stock or
Series B Preferred Stock. Investcorp's beneficial ownership of Common Stock
results from the shares of Series A Preferred Stock owned by NR Investments and
NR Holdings, the shares of Common Stock owned by REF, the shares of Series B
Preferred Stock owned by NR2 Holdings and the Other Series B Preferred Shares
which NR2 Holdings may be deemed to beneficially own. Investcorp may be deemed
to share beneficial ownership of the shares of Series A Preferred Stock and
Series B Preferred Stock beneficially owned by the Managed Entities because the
Managed Entities or their shareholders or principals have entered into revocable
management services or similar agreements with an affiliate of Investcorp
pursuant to which each such entity or person indirectly has granted such
affiliate the authority to direct the voting and disposition of the equity
interests in NR Holdings and NR2 Holdings owned by such entity for so long as
such agreement is in effect. Investcorp may be deemed to share beneficial
ownership of the shares of Common Stock beneficially owned by the REF Managed
Entities because the REF Managed Entities or their shareholders or principals
have entered into revocable management services or similar agreements with an
affiliate of Investcorp pursuant to which each such entity or person indirectly
has granted such affiliate the authority to direct the voting and disposition of
the equity interests in REF owned by such entity for so long as such agreement
is in effect.
The aggregate percentage of shares of Common Stock reported in Item 13
of the Cover Page is based upon the 58,352,704 shares of Common Stock
outstanding as of August 2, 2000, as represented by NationsRent in the Series B
Purchase Agreement, plus the 18,730,158 shares of Common Stock into which the
Series A Preferred Shares and the NR2 Series B Preferred Shares are convertible,
plus the 17,777,778 shares of Common Stock into which the Other Series B
Preferred Shares are convertible.
NR Holdings beneficially owns Series A Preferred Stock that is
convertible into 11,285,714 shares of Common Stock. NR Investments beneficially
owns Series A Preferred Stock that is convertible into 3,000,000 shares of
Common Stock. NR2 Holdings beneficially owns the NR2 Series B Preferred Shares
which are convertible into 4,444,444 shares of Common Stock and may be deemed to
beneficially own the Other Series B Preferred Shares which are convertible into
17,777,778 shares of Common Stock. REF owns 711,500 shares of Common Stock.
(ii) See Cover Page for Sipco, Items 11 and 13. Sipco does not
directly own any shares of the Series A Preferred Stock or Series B Preferred
Stock. The shares of Common Stock listed as beneficially owned by Sipco are the
shares into which the Series A Preferred Stock and Series B Preferred Stock that
Investcorp may be deemed to beneficially own are convertible and the shares of
Common Stock owned by REF, which Investcorp may be deemed to beneficially own.
Sipco, which is a passive holding company entity without operations or
employees, may be deemed to control Investcorp through its ownership of a
majority of the stock of a company which indirectly owns a majority of
Investcorp's outstanding stock.
<PAGE>
Page 12 of 36
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(iii) See Cover Page for NR Holdings, Items 11 and 13. NR Holdings
beneficially owns Series A Preferred Stock that is convertible into 11,285,714
shares of Common Stock.
The aggregate percentage of shares of Common Stock reported in Item 13
of the Cover Page is based upon the 58,352,704 shares of Common Stock
outstanding as of August 2, 2000, as represented by NationsRent in the Series B
Purchase Agreement, plus the 11,285,714 shares of Common Stock into which the
Series A Preferred Stock owned by NR Holdings is convertible.
(iv) See Cover Page for NR2 Holdings, Items 11 and 13. NR2 Holdings
beneficially owns the NR2 Series B Preferred Shares which are convertible into
4,444,444 shares of Common Stock and may be deemed to beneficially own the
Other Series B Preferred Shares which are convertible into 17,777,778 shares of
Common Stock. The NR2 Series B Preferred Shares and the Other Series B
Preferred Shares include shares of Series B Preferred Stock that NR2 Holdings
and the Other Series B Purchasers have the right (and obligation) pursuant to
the Series B Purchase Agreement to acquire following receipt of Stockholder
Approval that will be convertible into an aggregate of 10,666,667 shares of
Common Stock (2,133,333 in the case of the NR2 Series B Preferred Shares and
8,533,334 in the case of the Other Series B Preferred Shares).
The aggregate percentage of shares of Common Stock reported in Item 13
of the Cover Page is based upon the 58,352,704 shares of Common Stock
outstanding as of August 2, 2000, as represented by NationsRent in the Series B
Purchase Agreement, plus the 4,444,444 shares of Common Stock into which the NR2
Series B Preferred Shares are convertible, plus the 17,777,778 shares of Common
Stock into which the Other Series B Preferred Shares are convertible.
To the best knowledge of the Reporting Persons, none of the persons
identified on Schedule I, directly or indirectly, has the sole or shared power
to direct the voting or disposition of any shares of Common Stock of
NationsRent.
(v) As noted above, NR2 Holdings, DB Capital Investors, L.P., J.P.
Morgan Capital Corporation and Sixty Wall Street Fund, L.P. may be deemed to be
a group as a result of the Series B Voting Agreement.
DB Capital Investors, L.P. has represented to the Current Reporting
Persons that it is the direct beneficial owner of shares of Series B Preferred
Stock that are convertible into 8,888,8889 shares of Common Stock. In addition,
DB Capital Investors, L.P. may be deemed to be the beneficial owner of the
Series B Preferred Stock beneficially owned by the other members of the 13D
Group, which in the aggregate is convertible into an additional 13,333,333
shares of Common Stock. Therefore, in the aggregate, DB Capital Investors, L.P.
may be deemed to be the beneficial owner of 22,222,222 shares of Common Stock,
which represents 27.6% of the Common Stock based upon the 58,352,704 shares of
Common Stock outstanding as of August 2, 2000, as represented by NationsRent in
the Series B Purchase Agreement, plus the 22,222,222 shares of Common Stock into
which the shares of Series B Preferred Stock that are or may be deemed to be
beneficially owned by DB Capital Investors, L.P. are convertible.
J.P. Morgan Capital Corporation has represented to the Current
Reporting Persons that it is the direct beneficial owner of shares of Series B
Preferred Stock that are convertible into 6,666,667 shares of Common Stock. In
addition, J.P. Morgan Capital Corporation may be deemed to be the beneficial
owner of the Series B Preferred Stock beneficially owned by the other members of
the 13D Group, which in the
<PAGE>
Page 13 of 36
---- ----
aggregate is convertible into an additional 15,555,555 shares of Common Stock.
Therefore, in the aggregate, J.P. Morgan Capital Corporation may be deemed to be
the beneficial owner of 22,222,222 shares of Common Stock, which represents
27.6% of the Common Stock based upon the 58,352,704 shares of Common Stock
outstanding as of August 2, 2000, as represented by NationsRent in the Series B
Purchase Agreement, plus the 22,222,222 shares of Common Stock into which the
shares of Series B Preferred Stock that are or may be deemed to be beneficially
owned by J.P. Morgan Capital Corporation are convertible.
Sixty Wall Street Fund, L.P. has represented to the Current Reporting
Persons that it is the direct beneficial owner of shares of Series B Preferred
Stock that are convertible into 2,222,222 shares of Common Stock. In addition,
Sixty Wall Street Fund, L.P. may be deemed to be the beneficial owner of the
Series B Preferred Stock beneficially owned by the other members of the 13D
Group, which in the aggregate is convertible into an additional 20,000,000
shares of Common Stock. Therefore, in the aggregate, Sixty Wall Street Fund,
L.P. may be deemed to be the beneficial owner of 22,222,222 shares of Common
Stock, which represents 27.6% of the Common Stock based upon the 58,352,704
shares of Common Stock outstanding as of August 2, 2000, as represented by
NationsRent in the Series B Purchase Agreement, plus the 22,222,222 shares of
Common Stock into which the shares of Series B Preferred Stock that are or
may be deemed to be beneficially owned by Sixty Wall Street Fund, L.P. are
convertible.
(b) (i) See Cover Page for Investcorp, Items 7 through 10. Investcorp does
not have the sole power to vote or dispose of any shares of Series A Preferred
Stock or Series B Preferred Stock or any shares of the Common Stock owned by
REF. Investcorp may be deemed to share the power to direct the voting and
disposition of the Series A Preferred Shares and the NR2 Series B Preferred
Shares because certain of the Managed Entities own equity interests in the NR
Purchasers having greater than 90% of the voting power of the equity interests
of the NR Purchasers, and these Managed Entities or their shareholders or
principals have entered into revocable management services or similar agreements
with an affiliate of Investcorp pursuant to which each of these Managed Entities
indirectly has granted such affiliate the authority to direct the voting and
disposition of the equity interests in the NR Purchasers owned by such Managed
Entity for so long as such agreement is in effect. Investcorp may be deemed to
share the power to direct the voting and disposition of the shares of Common
Stock owned by REF because the REF Managed Entities own all of the equity
interests in REF, and the REF Managed Entities or their shareholders or
principals have entered into revocable management services or similar agreements
with an affiliate of Investcorp pursuant to which each of the REF Managed
Entities indirectly has granted such affiliate the authority to direct the
voting and disposition of the equity interests in REF owned by such REF Managed
Entity for so long as such agreement is in effect. Investcorp may be deemed to
share the power to vote the NR2 Series B Preferred Shares and the Other Series B
Preferred Shares with the Other Series B Purchasers as a result of the Series B
Voting Agreement. Investcorp does not have or share the power to dispose of the
Other Series B Preferred Shares.
Schedule II sets forth the name, place of organization, principal
business, address of principal business and address of principal office for each
of the Managed Entities and REF Managed Entities with which Investcorp may be
deemed to share voting or dispositive power with respect to the Common Stock,
the Series A Preferred Shares or the NR2 Series B Preferred Shares. To the best
knowledge of the Reporting Persons, during the last five years none of these
Managed Entities and none of the REF Managed Entities has (a) been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors) or
(b) been a party to a civil proceeding of a judicial or
<PAGE>
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administrative body of competent jurisdiction as a result of which the Managed
Entity or REF Managed Entity was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
(ii) See Cover Page for Sipco, Items 7 through 10. Sipco does not
directly own any Common Stock. The shares of Common Stock listed as beneficially
owned by Sipco are the shares into which the Series A Preferred Shares, the NR2
Series B Preferred Shares and the Other Series B Preferred Shares that
Investcorp may be deemed to beneficially own are convertible and the Common
Stock owned by REF which Investcorp may be deemed to beneficially own. Sipco,
which is a passive holding company entity without operations or employees, may
be deemed to control Investcorp through its ownership of a majority of the stock
of a company which indirectly owns a majority of Investcorp's outstanding stock.
(iii) See Cover Page for NR Holdings, Items 7 through 10.
(iv) See Cover Page for NR2 Holdings, Items 7 through 10. As a result
of the Series B Voting Agreement, NR2 Holdings may be deemed to share voting
power, but not dispositive power, over the NR2 Series B Preferred Shares and the
Other Series B Preferred Shares with the other members of the 13D Group.
(c) Attached as Schedule III hereto is a list of all open market purchases
of Common Stock made by REF, the last of which occurred on September 24, 1999,
and all of which were reported in Amendment No. 1 to this Schedule 13D. Pursuant
to the Series B Purchase Agreement, on August 2, 2000, NR2 Holdings purchased
from NationsRent 20,000 shares of Series B Preferred Stock, including 9,600
shares that it has the right (and obligation) pursuant to the Series B Purchase
Agreement to acquire following receipt of Stockholder Approval. The 20,000
shares are convertible into 4,444,444 shares of Common Stock. The purchase price
for the shares of Series B Preferred Stock is $1,000 per share.
(d) The Managed Entities have the right to receive all dividends on and all
proceeds from the sale of the Series A Preferred Shares and Conversion Shares of
NR Holdings, .5% of the dividends on and sale proceeds of the Series A Preferred
Shares and Conversion Shares of NR Investments and all dividends on and all sale
proceeds of the NR2 Series B Preferred Shares and Conversion Shares of NR2
Holdings. The REF Managed Entities have the right to receive all dividends on
and all proceeds from the sale of the Common Stock that REF owns. None of the
Managed Entities or REF Managed Entities has a direct or indirect pecuniary
interest, within the meaning of Exchange Act Rule 16a-1(a)(2), in more than five
percent of the Common Stock. Neither Investcorp nor Sipco has a direct or
indirect pecuniary interest, within the meaning of Exchange Act Rule 16a-
1(a)(2), in any of the Common Stock owned by REF.
(e) Not applicable.
<PAGE>
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Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
Investcorp has no contracts, arrangements, understandings or relationships
(legal or otherwise) specifically with respect to the securities of NationsRent.
The Management Agreements and the REF Management Agreements indirectly grant
affiliates of Investcorp the authority to direct the voting, acquisition and
disposition of any investments undertaken by such affiliates on behalf of the
Managed Entities and the REF Managed Entities, respectively, including shares of
stock of companies the acquisition of which is arranged by other affiliates of
Investcorp. Sipco has no contracts, arrangements, understandings or
relationships (legal or otherwise) with respect to the securities of
NationsRent. Except as set forth below, neither NR Holdings nor NR2 Holdings has
any contracts, arrangements, understandings or relationships with Investcorp or
with any other person with respect to the securities of NationsRent.
(a) Purchase Agreements.
-------------------
Pursuant to the Series A Purchase Agreement, NR Holdings and NR Investments have
agreed that Investcorp or an affiliate of Investcorp will retain control of the
voting and dispositive power with respect to a majority of the Series A
Preferred Shares as long as any Series A Preferred Shares remain outstanding.
Pursuant to the Series B Purchase Agreement, NR2 Holdings has agreed that
Investcorp or an affiliate of Investcorp will retain control of the voting and
dispositive power with respect to a majority of the NR2 Series B Preferred
Shares as long as any NR2 Series B Preferred Shares remain outstanding. In
addition, pursuant to the Series A Purchase Agreement and the Series B Purchase
Agreement, NationsRent has agreed to comply with all public information
reporting requirements of the Securities and Exchange Commission relating to the
availability of an exemption under the Securities Act of 1933 for the sale of
the shares of Series A Preferred Stock and Series B Preferred Stock issued
pursuant to such agreements and the shares of Common Stock issuable upon
conversion thereof (including pursuant to Rule 144 under the Securities Act of
1933). Pursuant to the Series B Purchase Agreement, NationsRent has agreed to
appoint a designee of each of DB Capital and J.P. Morgan to the Board of
Directors promptly, even though, until the acquisition of the Second Preferred
Shares, DB Capital, J.P. Morgan, Investcorp and their affiliates will not hold
the number of shares of Series B Preferred Stock required by the Certificate of
Designation for the holders of the Series B Preferred Stock to be entitled to
elect two directors.
The description contained in this Item 6 of the Series A Purchase Agreement and
the Series B Purchase Agreement is qualified in its entirety by reference to the
full texts of such Purchase Agreements which are incorporated by reference
herein and are filed as Exhibits B and G hereto.
(b) Registration Rights Agreements.
------------------------------
In connection with the execution of the Series A Purchase Agreement,
NationsRent, the Series A Purchasers, James L. Kirk and H. Wayne Huizenga have
previously entered into a registration rights agreement (the "Series A
Registration Rights Agreement"). In connection with the execution of the Series
B Purchase Agreement, NationsRent, NR2 Holdings, the Other Series B Purchasers,
James L. Kirk, H. Wayne Huizenga and the Series A Purchasers entered into a
registration rights agreement (the "Series B Registration Rights Agreement").
Pursuant to the Series A Registration Rights Agreement, the Series A Purchasers
are entitled to certain demand and piggyback registration rights with respect to
their shares of Series A Preferred Stock. Pursuant to the Series B Registration
Rights Agreement, NR2 Holdings and the Other Series B Purchasers are entitled to
certain demand and piggyback registration rights with respect to their shares of
Series B Preferred Stock, and NR2 Holdings, the Other Series B Purchasers and
the Series A Purchasers are entitled to certain "tag-along" rights to sell
shares of Common Stock issuable upon conversion of their shares of Series A
Preferred Stock or Series B Preferred Stock in the event that Mr. Kirk, Mr.
Huizenga or their affiliates sell any of their shares of Common Stock, subject
to certain exceptions.
The description contained in this Item 6 of the Registration Rights Agreement is
qualified in its entirety by reference to the full text of the Registration
Rights Agreement which is incorporated by reference herein and is filed as
Exhibit C hereto.
<PAGE>
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(c) Preferred Stockholders Agreement.
--------------------------------
Pursuant to the Preferred Stockholders Agreement, (i) NR2 Holdings and the Other
Series B Purchasers have entered into an agreement regarding the manner in which
their shares of Series B Preferred Stock will be voted as to the election of
members of the Board of Directors of NationsRent that the holders of the Series
B Preferred Stock are entitled to elect pursuant to the terms of the Series B
Preferred Stock and (ii) the Series A Purchasers, NR2 Holdings and the Other
Series B Purchasers are entitled to certain "tag-along" rights to sell shares of
Series A Preferred Stock, Series B Preferred Stock or Common Stock in the event
that any of them elects to sell any such shares, subject to certain exceptions.
The description contained in this Item 6 of the Preferred Stockholders Agreement
is qualified in its entirety by reference to the full text of the Preferred
Stockholders Agreement which is incorporated by reference herein and is filed as
Exhibit D hereto.
(d) Voting Agreement and Proxy.
--------------------------
Pursuant to a Voting Agreement and Proxy executed by NR Holdings and a Voting
Agreement and Proxy executed by NR Investments in connection with the execution
of the Series B Purchase Agreement, each of them has agreed to vote all of its
Series A Preferred Shares in favor of the approval of the transactions
contemplated by the Series B Purchase Agreement and has granted a proxy to
certain officers of NationsRent to vote its shares in such manner.
(e) Certificate of Designation of the Series B Convertible
------------------------------------------------------
Preferred Stock.
---------------
The following is a summary of certain terms of the Series B Preferred Stock.
This summary is not complete and is qualified in its entirety by reference to
the Certificate of Designation for the Series B Preferred Stock, which is
attached hereto as Exhibit E and which is incorporated herein by reference.
Liquidation Preference. Upon any voluntary or involuntary liquidation,
----------------------
dissolution or winding-up of NationsRent, each holder of Series B Preferred
Stock will be entitled to payment out of the assets of NationsRent available for
distribution of an amount equal to $1,000 per share of Series B Preferred Stock
held by such holder (the "Liquidation Preference"), plus accrued and unpaid
dividends, if any, to the date fixed for liquidation, dissolution or winding-up,
before any distribution is made on the Common Stock. After payment in full of
the Liquidation Preference and such dividends, if any, to which holders of
Series B Preferred Stock are entitled, such holders will not be entitled to any
further participation in any distribution of assets of NationsRent.
Dividends. The Series B Preferred Stock will not have a stated dividend
---------
other than upon a Change in Control as described below. However, in the event
that NationsRent declares or pays any dividends or other distributions upon the
Common Stock other than dividends paid in shares of Common Stock, NationsRent
must also declare and pay to the holders of the Series B Preferred Stock, at the
same time that it declares and pays such dividends or other distributions to the
holders of the Common Stock, the dividends or distributions which would have
been declared and paid with respect to the Common Stock issuable upon conversion
of the Series B Preferred Stock had all of the outstanding shares of Series B
Preferred Stock been converted immediately prior to the record date for such
dividend or distribution, or if no record date is fixed, the date as of which
the record holders of Common Stock entitled to such dividends or distributions
are determined.
Conversion Rights. Subject to possible adjustment as described below, each
-----------------
share of Series B Preferred Stock is convertible into 222.2 shares of Common
Stock (representing a conversion price of $4.50 per share of Common Stock based
on the Liquidation Preference of $1,000 per share of Series B Preferred Stock).
<PAGE>
Page 17 of 36
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The conversion price and the number and kind of securities or rights into
which the Series B Preferred Stock is convertible are subject to certain anti-
dilution adjustments upon the occurrence of certain events set forth in the
Certificate of Designation.
Change in Control. NationsRent has no obligation to redeem or repurchase
-----------------
the Series B Preferred Stock, other than upon a Change in Control (as defined
below).
In the event of a Change in Control that is not in connection with an
acquisition that is accounted for under the "pooling-of-interests" method of
generally accepted accounting principles and that has been approved or publicly
recommended by the Board of Directors, NationsRent must offer to purchase,
within 20 business days after the Change in Control (or concurrently with the
effectiveness of the Change in Control if NationsRent is not the surviving
entity in such transaction), all of the then outstanding shares of Series B
Preferred Stock at a purchase price per share, in cash, equal to the Liquidation
Preference thereof plus an amount equal to 8.00% of the Liquidation Preference,
compounded annually from the date of issuance of such shares to the purchase
date (the "Call Price").
In the event of a Change in Control that is not in connection with an
acquisition that is accounted for under the "pooling-of-interests" method of
generally accepted accounting principles and that has not been approved or
---
publicly recommended by the Board of Directors, NationsRent may, at its option,
offer to purchase for cash all of the then outstanding shares of Series B
Preferred Stock in the same manner as described above. However, if NationsRent
elects not to make such an offer, the holders of Series B Preferred Stock will
have, as an alternative to their normal conversion right, the right to convert
their shares of Series B Preferred Stock into a number of shares of Common Stock
equal to 110% of the Call Price per share of Series B Preferred Stock divided by
the closing price of the Common Stock at the close of business on the business
day prior to the expiration of the tender offer, or if the Change in Control
does not result from a tender offer, the business day prior to the effective
time of the Change in Control. Further, immediately following the Change in
Control, the Liquidation Preference of all shares of Series B Preferred Stock
that were not converted shall automatically increase to an amount equal to 110%
of the Call Price and the holders will be entitled to receive dividends at the
rate of 8% per year.
In the event of a Change in Control that is an acquisition that is
accounted for under the "pooling-of-interests" method of generally accepted
accounting principles, then, upon the occurrence of the Change in Control, all
of the then outstanding Series B Preferred Stock will be automatically converted
into Common Stock having a market value equal to 110% of the Call Price, valued
at the closing price of the Common Stock at the close of business on the
business day prior to the effective date of the Change in Control.
The Certificate of Designation defines a "Change in Control" as the
occurrence of any of the following events:
i. a person or group becomes the beneficial holder of more than 50% of
the total voting stock of NationsRent. An acquisition of more than
50% of the stock by Messrs. Kirk or Huizenga, H. Family Investments,
Inc. or any holder of Series B
<PAGE>
Page 18 of 36
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Preferred Stock will not be a Change in Control, unless, in the case
of Messrs. Kirk and Huizenga and H. Family Investments, the event
causes the Common Stock to no longer be listed on a national
securities exchange or quoted on NASDAQ; or
ii. a merger of NationsRent or a sale or other disposition of all or
substantially all of NationsRent's assets where the holders of
voting stock of NationsRent prior to the transaction do not own more
than 50% of the voting power of the voting stock of the entity
surviving the transaction, or to which the assets were transferred.
Redemption at the Option of NationsRent. At any time after the first
---------------------------------------
anniversary of the issuance of the Series B Preferred Stock, NationsRent may, at
its election, redeem, in whole but not in part, the shares of then outstanding
Series B Preferred Stock at a purchase price in cash per share of Common Stock
issuable upon conversion of the Series B Preferred Stock equal to $9.00
compounded annually at the rate of 20% per annum for the period from the first
anniversary of the issuance of the Series B Preferred Stock up to and including
the date of redemption.
General Voting Rights. The holders of Series B Preferred Stock are entitled
---------------------
to vote (or act by written consent) together with the holders of the Common
Stock and the Series A Preferred Stock on all matters submitted to stockholders
of NationsRent for a vote (or for action) except where holders of Series B
Preferred Stock are entitled to vote separately as a class (as provided below)
and except as otherwise required by applicable law. Each share of Series B
Preferred Stock is entitled to one vote for each share of Common Stock issuable
upon conversion of such share of Series B Preferred Stock. Except as provided
below under "-- Class Voting Rights," the holders of the Series B Preferred
Stock are not entitled to vote as a separate class on any matter to be voted on
by stockholders of NationsRent.
Class Voting Rights. NationsRent may not, without the affirmative vote or
-------------------
consent of the holders of at least two-thirds of the shares of Series B
Preferred Stock then outstanding voting or consenting as the case may be, as a
separate class, take certain actions specified in the Certificate of
Designation, including, among others:
i. authorize, create or issue any Senior Securities (as defined in the
Certificate of Designation) or any obligation or security
convertible into or evidencing a right to purchase any Senior
Securities;
ii. authorize an amendment or waiver of the Certificate of Designation
or the Certificate of Incorporation which would have certain
effects as identified in the Certificate of Designation;
iii. make repurchases of, optional redemptions of and/or tender offers
for, the capital stock of NationsRent the aggregate fair market
value of which exceeds 5% of NationsRent's market capitalization
(determined as provided in the Certificate of Designation) during
any 12-month period that occurs in whole or in part during the
first five years after August 2, 2000; or
<PAGE>
Page 19 of 36
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iv. except for a transaction constituting a Change in Control, merge
with or into, or sell, assign, transfer, lease, convey or otherwise
dispose of all or substantially all of NationsRent's assets to, any
person unless, if NationsRent is not the Surviving Person (as
defined in the Certificate of Designation), the Series B Preferred
Stock is converted into or exchanged for and becomes shares of such
Surviving Person, having the same (or more favorable) powers,
preferences and relative, participating, optional or other special
rights as the Series B Preferred Stock had immediately prior to
such transaction.
Voting for Directors. In the election of directors of NationsRent, the
--------------------
holders of the Series B Preferred Stock, voting separately as a single class to
the exclusion of all other classes or series of NationsRent's capital stock,
may:
i. elect two members of NationsRent's board of directors provided that
on the record date for such vote, DB Capital, J.P. Morgan,
Investcorp and their affiliates have voting and dispositive power
with respect to at least 66,666 shares of Series B Preferred Stock;
ii. elect one member of NationsRent's board of directors provided that
on the record date for such vote, DB Capital, J.P. Morgan,
Investcorp and their affiliates have voting and dispositive power
with respect to at least 33,333 shares of Series B Preferred Stock
(but less than 66,666 shares of Series B Preferred Stock); or
iii. elect one member of NationsRent's board of directors provided that
on the record date for such vote, DB Capital and its affiliates,
J.P. Morgan and its affiliates, or Investcorp and its affiliates
have voting and dispositive power with respect to at least 25,000
shares of Series B Preferred Stock (but less than 33,333 shares of
Series B Preferred Stock).
If on the record date for a vote for directors, DB Capital, J.P. Morgan,
Investcorp and their affiliates do not have voting and dispositive power as
outlined in the immediately preceding paragraphs to elect directors as a
separate class, then the holders of Series B Preferred Stock shall be entitled
to vote for the election of directors voting together with the holders of the
Common Stock as a single class, with each share of Common Stock entitled to one
vote per share and each share of Series B Preferred Stock entitled to one vote
for each share of Common Stock issuable upon conversion of the Series B
Preferred Stock.
Pursuant to the Preferred Stockholders Agreement, the Purchasers have
agreed to vote their shares of Series B Preferred Stock for nominees to
NationsRent's Board of Directors designated by certain Purchasers in accordance
with the Preferred Stockholders Agreement.
Preemptive Rights. Provided the holders of Series B Preferred Stock are
-----------------
entitled to elect as a class at least one member of NationsRent's Board of
Directors pursuant to the Certificate of Designation, then the holders of at
least 15,000 shares of Series B Preferred Stock shall have preemptive rights to
purchase or subscribe to purchase any capital stock of NationsRent, or any
obligation or security convertible or exchangeable into or evidencing the right
to purchase any capital stock of NationsRent, offered from time to time by
NationsRent for cash in a public offering or private placement (other than any
such capital stock or obligation or
<PAGE>
Page 20 of 36
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security issued or issuable as consideration in a business combination or as
compensation to an employee, consultant or otherwise).
(f) Certificate of Designation of the Series A Convertible Preferred Stock.
-----------------------------------------------------------------------
The Certificate of Designation of the Series A Convertible Preferred Stock,
as amended by the Certificate of Amendment thereto, is substantially similar to
the Certificate of Designation of the Series B Convertible Preferred Stock
outlined in subsection (e) above, with the following material differences:
Redemption at the Option of NationsRent. At any time after the first
---------------------------------------
anniversary of the issuance of the Series A Preferred Stock, NationsRent may, at
its election, redeem, in whole but not in part, the shares of then outstanding
Series A Preferred Stock at a purchase price in cash per share of Common Stock
issuable upon conversion of the Series A Preferred Stock equal to $14.00
compounded annually at the rate of 20% per annum for the period from the first
anniversary of the issuance of the Series A Preferred Stock up to and including
the date of redemption. The redemption purchase price for the Series B
Preferred Stock is $9.00 per share, as noted in (e) above.
Conversion Rights. Subject to the same possible adjustments described
-----------------
with respect to the Series B Certificate of Designation in (e) above, each share
of Series A Preferred Stock is convertible into 142.857 shares of Common Stock
(representing a conversion price of $7.00 per share of Common Stock based on the
Liquidation Preference of $1,000 per share of Series A Preferred Stock). The
conversion price for the Series B Preferred Stock is $4.50 per share,
convertible into 222.2 shares of Common Stock, as noted in (e) above.
Class Voting Rights. When the Series A Preferred Stock votes as a separate
-------------------
class, the affirmative vote of a majority, rather than two-thirds, is required
to approve the matter being acted upon.
Voting for Directors. In the election of directors of NationsRent, the
--------------------
holders of the Series A Preferred Stock, voting separately as a single class to
the exclusion of all other classes or series of NationsRent's capital stock,
may:
i. elect two members of NationsRent's board of directors provided that on
the record date for such vote, Investcorp and its Affiliates have
voting and dispositive power with respect to at least 66,666 shares of
Series A Preferred Stock;
ii. elect one member of NationsRent's board of directors provided that on
the record date for such vote, Investcorp and its Affiliates have
voting and dispositive power with respect to at least 33,333 shares of
Series A Preferred Stock (but less than 66,666 shares of Series B
Preferred Stock).
If on the record date for a vote for directors, Investcorp and its
Affiliates do not have voting and dispositive power as outlined in the
immediately preceding paragraphs to elect directors as a separate class, then
the holders of Series A Preferred Stock shall be entitled to vote for the
election of directors voting together with the holders of the Common Stock as a
single class, with each share of Common Stock entitled to one vote per share and
each share of Series A Preferred Stock entitled to one vote for each share of
Common Stock issuable upon conversion of the Series A Preferred Stock,
respectively.
Preemptive Rights. Provided the holders of Series A Preferred Stock are
-----------------
entitled to elect as a class at least one member of NationsRent's Board of
Directors pursuant to the Certificate of Designation, then the holders of Series
A Preferred Stock shall have preemptive rights to purchase or subscribe to
purchase any capital stock of NationsRent, or any obligation or security
convertible or exchangeable into or evidencing the right to purchase any capital
stock of NationsRent, offered from time to time by NationsRent for cash in a
public offering or private placement (other than any such capital stock or
obligation or security issued or issuable as consideration in a business
combination or as compensation to an employee, consultant or otherwise). There
is no additional requirement that a holder own a minimum of 15,000 shares to be
entitled to preemptive rights, as there is with the holders of Series B
Preferred Stock.
<PAGE>
Page 21 of 36
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Item 7. Material to be Filed as Exhibits.
(a) Joint Filing Agreement among Investcorp, Sipco, NR Holdings and NR2
Holdings dated August 11, 2000.
(b) Preferred Stock Purchase Agreement, among NationsRent, Inc., NR2
Holdings Limited, DB Capital Investors, L.P., J.P. Morgan Capital Corporation
and Sixty Wall Street Fund, L.P., dated August 2, 2000.
(c) Registration Rights Agreement, among NationsRent, Inc., NR2 Holdings
Limited, DB Capital Investors, L.P., J.P. Morgan Capital Corporation, Sixty Wall
Street Fund, L.P., James L. Kirk, H. Wayne Huizenga and, with respect to
specified provisions only, NR Holdings Limited and NR Investments Limited, dated
August 2, 2000.
(d) Preferred Stockholders Agreement, among NR Holdings Limited, NR
Investments Limited, NR2 Holdings Limited, DB Capital Investors, L.P., J.P.
Morgan Capital Corporation and Sixty Wall Street Fund, L.P., dated August 2,
2000.
(e) Certificate of Designation of the Convertible Preferred Stock, Series B
of NationsRent, Inc.
(f) Voting Agreement and Proxy executed by NR Holdings Limited, dated
August 2, 2000.
(g) Preferred Stock Purchase Agreement, among NationsRent, Inc., NR
Holdings Limited and NR Investments Limited, dated July 20, 1999, is
incorporated herein by reference from NationsRent, Inc.'s Report on Form 10-Q
for the quarter ended June 30, 1999.
(h) Registration Rights Agreement, among NationsRent, Inc., NR Holdings
Limited, NR Investments Limited, James L. Kirk and H. Wayne Huizenga, dated July
20, 1999, was previously filed as an Exhibit to the initial Schedule 13D of the
Initial Reporting Persons.
(i) Certificate of Designation of the Convertible Preferred Stock, Series A
of NationsRent, Inc., is incorporated herein by reference from NationsRent,
Inc.'s Report on Form 10-Q for the quarter ended June 30, 1999.
(j) Certificate of Amendment to Certificate of Designation of the
Convertible Preferred Stock, Series A of NationsRent, Inc., is incorporated
herein by reference from NationsRent, Inc.'s Registration Statement on Form S-3
(File No. 333-88603), filed with the Securities and Exchange Commission on
October 7, 1999.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
INVESTCORP S.A.
By: /s/ Lawrence B. Kessler August 14, 2000
_____________________________
Name: Lawrence B. Kessler
Title: Chief Administrative Officer
Sipco LIMITED
By: /s/ Lawrence B. Kessler August 14, 2000
____________________________
Name: Lawrence B. Kessler
Title: Director
<PAGE>
Page 22 of 36
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NR HOLDINGS LIMITED
By: /s/ Sydney J. Coleman August 14, 2000
_________________________
Name: The Director Ltd.
Title: Director
NR2 HOLDINGS LIMITED
By: /s/ Sydney J. Coleman August 14, 2000
________________________
Name: The Director Ltd.
Title: Director
<PAGE>
Page 23 of 36
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SCHEDULE I
INVESTCORP S.A.
DIRECTORS
<TABLE>
<CAPTION>
PRESENT BUSINESS PRESENT PRINCIPAL
NAME ADDRESS OCCUPATION CITIZENSHIP
---- --------------- ----------------- -----------
<S> <C> <C> <C>
Abdul-Rahman Salim Al-Ateeqi P.O. Box 848 Personal Advisor to H.H. the Amir of the Kuwait
Safat 13009 State of Kuwait
Kuwait Chairman of Bahrain Middle East Bank
Omar A. Aggad P.O. Box 2256 Chairman and President of Aggad Saudi Arabia
Riyadh 11451 Investment Co.
Kingdom of Saudi Arabia
Easa Saleh Al Gurg P.O. Box 325 Ambassador of the United Arab Emirates to U.A.E.
Dubai the Court of St. James's and The Republic
United Arab Emirates of Ireland
Chairman, Easa Saleh Al Gurg Group of
Companies, Dubai, a major trading house
Chairman, Arabian Explosives Co LLC, a
manufacturer of industrial explosives
Chairman, Al Gurg Leight's Paints LLP, a
manufacturer of decorative and industrial
paints
Chairman, Gulf Metal Foundry LLC, a
manufacturer of carbon, steel, stainless
steel, manganese steel, and SG iron
castings
Chairman, Al Gurg Lever LLC, a foodstuffs
and consumer goods company
Chairman, Al Gurg Fosroc LLC, a
manufacturer of construction chemicals
Director, Emirates International, Dubai
Deputy Chairman, National Bank of Fujairah
Director, Egyptian British Bank, Cairo
Director, Emirates Bank International PJSC
Ahmed Abdullah Al Mannai P.O. Box 76 Chairman, Mannai Corporation Ltd. Qatar
Doha
Qatar Chairman, Ahmed Mannai & Co. (QSC)
</TABLE>
<PAGE>
Page 24 of 36
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<TABLE>
<CAPTION>
PRESENT BUSINESS PRESENT PRINCIPAL
NAME ADDRESS OCCUPATION CITIZENSHIP
-------- ----------------- ----------------- -----------
<S> <C> <C> <C>
Abdulaziz A. Al-Sulaiman P.O. Box 222 Chairman of Rolaco Trading and Contracting Saudi Arabia
Jeddah 21411
Kingdom of Saudi Arabia
Khalid Rashid Al Zayani P.O. Box 5553 Group Chairman, Al Zayani Investments Bahrain
Manama Group of Companies
Bahrain
Hussain Ibrahim Al-Fardan P.O. Box 63 Chairman, Alfardan Group of Companies Qatar
Doha (Holdings) WLL
Qatar
Nasser Ibrahim Al-Rashid P.O. Box 4354 Chairman, Rashid Engineering Saudi Arabia
Riyadh 11491
Kingdom of Saudi Arabia
Abdul Rahman Ali Al-Turki P.O. Box 718 Chairman and CEO, A.A. Turki Group of Saudi Arabia
Dammam 31421 Companies
Kingdom of Saudi Arabia
Chairman and CEO, ATCO Development, Inc.
Chairman and CEO, ATCO Development Ltd.,
London, UK
Mohammed Abdullah Al-Zamil P.O. Box 285 Chairman, A.H. Al-Zamil Group of Companies Bahrain
Manama
Bahrain
Abdullah Mohamed Alireza P.O. Box 1555 Chairman, Reza Investment Co., a water
Jeddah 21441 resources development, sports and
Kingdom of Saudi Arabia leisure, and retail distribution company
Chairman, Reza Food Services Co., a
McDonalds franchise in Western Province,
Saudi Arabia
Chairman, International Chemical
Industries & Trading Co.
Vice Chairman of the Supervisory Board,
Haji Abdullah Alireza & Co.
Abdullah Taha Bakhsh P.O. Box 459 Chairman, TRACO (Trading, Engineering & Saudi Arabia
Jeddah 21411 Contracting Corporation), a holding
Kingdom of Saudi Arabia company
Chairman, TRACO (Real Estate), a
marketing and wholesaling of lands, real
estate development and property
management company
Chairman, TRACO (Engineering), a civil
contracting, concrete and steel
structural renovation, marine and deep
sea engineering company
Chairman, TRACO (Hotels), a hotel
ownership and management company
</TABLE>
<PAGE>
Page 25 of 36
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<TABLE>
<CAPTION>
PRESENT BUSINESS PRESENT PRINCIPAL
NAME ADDRESS OCCUPATION CITIZENSHIP
-------- ----------------- ----------------- -----------
<S> <C> <C> <C>
Faraj Ali Bin Hamoodah P.O. Box 203 President, Bin Hamoodah Group of Companies U.A.E.
Abu Dhabi
United Arab Emirates
Mustafa Jassim Boodai P.O. Box 1287 Chairman, Boodai Corporation Kuwait
Safat 13013
Kuwait
Mohammed Yousef Jalal P.O. Box 113 Chairman, Mohammed Jalal & Sons Group of Bahrain
Manama Companies, a trading and contracting group
Bahrain
Nemir Amin Kirdar Investcorp House President and CEO of Investcorp Bank E.C. Bahrain
P.O. Box 5340
Manama
Bahrain
Abdul Aziz Jassim Kanoo P.O. Box 37 Deputy Chairman and Deputy CEO, Yusuf Bin Saudi Arabia
Dammam 31411 Ahmed Kanoo Group, Saudi Arabia
Kingdom of Saudi Arabia
Chairman, Saudi Arabian Industrial &
Trading Est.
Chairman, Baroid (Saudi Arabia) Ltd.
Chairman, Saudi Arabian Lube Additives
Co. Ltd.
Chairman, Key Communications Development
Ltd.
</TABLE>
<PAGE>
Page 26 of 36
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<TABLE>
<CAPTION>
PRESENT BUSINESS PRESENT PRINCIPAL
NAME ADDRESS OCCUPATION CITIZENSHIP
-------- ----------------- ----------------- -----------
<S> <C> <C> <C>
Hussain Ibrahim Al-Fardan P.O. Box 63 Chairman, Alfardan Group of Companies Qatar
Doha (Holdings) WLL
Qatar
Mohammed Yousef Jalal P.O. Box 113 Chairman, Mohammed Jalal & Sons Group of Bahrain
Manama Companies, a trading and contracting group
Bahrain
Nemir Amin Kirdar P.O. Box 5340 President and CEO of Investcorp Bank E.C. Bahrain
Manama
Bahrain
Abdul-Rahman Salim Al-Ateeqi P.O. Box 848 Personal Advisor to H.H. the Amir of the State Kuwait
Safat 13009 of Kuwait
Kuwait
Chairman of Bahrain Middle East Bank
Abdul Aziz Jassim Kanoo P.O. Box 37 Deputy Chairman and Deputy CEO, Yusuf Bin Ahmed Saudi Arabia
Dammam 31411 Kanoo Group, Saudi Arabia
Kingdom of Saudi Arabia
Chairman, Saudi Arabian Industrial & Trading
Est.
Chairman, Baroid (Saudi Arabia) Ltd.
Chairman, Saudi Arabian Lube Additives Co. Ltd.
Chairman, Key Communications Development Ltd.
Lawrence B. Kessler P.O. Box 5340 Chief Administrative Officer of Investcorp S.A. U.S.A.
Manama
Bahrain
Gary S. Long P.O. Box 5340 Chief Financial Officer U.S.A.
Manama of Investcorp S.A.
Bahrain
</TABLE>
<PAGE>
Page 27 of 36
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SCHEDULE 1
NR HOLDINGS LIMITED
DIRECTOR
<TABLE>
<CAPTION>
ADDRESS OF PRINCIPAL
BUSINESS AND PRINCIPAL PRINCIPAL PLACE OF
NAME OFFICE BUSINESS ORGANIZATION
----------------------------- ---------------------- ---------------- --------------
<S> <C> <C> <C>
The Director Ltd. West Wind Building Serving as a Cayman Islands
P.O. Box 1111 corporate director
Harbour Drive
George Town, Grand Cayman Cayman
Islands, B.W.I.
</TABLE>
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Page 28 of 36
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<TABLE>
<CAPTION>
SCHEDULE 1
NR2 HOLDINGS LIMITED
DIRECTOR
ADDRESS OF PRINCIPAL
BUSINESS AND PRINCIPAL PRINCIPAL PLACE OF
NAME OFFICE BUSINESS ORGANIZATION
----------------------------- ---------------------- ---------------- --------------
<S> <C> <C> <C>
The Director Ltd. West Wind Building Serving as a Cayman Islands
P.O. Box 1111 corporate director
Harbour Drive
George Town, Grand Cayman Cayman
Islands, B.W.I.
</TABLE>
<PAGE>
Page 29 of 36
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SCHEDULE 1
INVESTCORP S.A.
EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
PRESENT BUSINESS PRESENT PRINCIPAL
NAME ADDRESS OCCUPATION CITIZENSHIP
-------- ----------------- ----------------- -----------
<S> <C> <C> <C>
Nemir Amin Kirdar P.O. Box 5340 President and CEO of Investcorp Bank E.C. Bahrain
Manama
Bahrain
Lawrence B. Kessler P.O. Box 5340 Chief Administrative Officer U.S.A.
Manama of Investcorp S.A.
Bahrain
Gary S. Long P.O. Box 5340 Chief Financial Officer and Secretary U.S.A.
Manama of Investcorp S.A.
Bahrain
Salman A. Abbasi P.O. Box 5340 Assistant Secretary of Investcorp S.A. U.S.A.
Manama
Bahrain
</TABLE>
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Page 30 of 36
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SIPCO LIMITED
EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
PRESENT BUSINESS PRESENT PRINCIPAL
NAME Position ADDRESS OCCUPATION CITIZENSHIP
-------- --------- ----------------- ----------------- -----------
<S> <C> <C> <C> <C>
Paget-Brown & Company Ltd. Secretary West Wind Building Providing Corporate Cayman Islands
P.O. Box 1111 Management Services
Harbour Drive
George Town, Grand Cayman
Cayman Islands, B.W.I.
</TABLE>
<PAGE>
Page 31 of 36
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NR HOLDINGS LIMITED
EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
PRESENT BUSINESS PRESENT PRINCIPAL
NAME Position ADDRESS OCCUPATION CITIZENSHIP
-------- --------- ----------------- ----------------- -----------
<S> <C> <C> <C> <C>
Paget-Brown & Company Ltd. Secretary West Wind Building Providing Corporate Cayman Islands
P.O. Box 1111 Management Services
Harbour Drive
George Town, Grand Cayman, Cayman
Islands, B.W.I.
</TABLE>
<PAGE>
Page 32 of 36
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NR2 HOLDINGS LIMITED
EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
PRESENT BUSINESS PRESENT PRINCIPAL
NAME Position ADDRESS OCCUPATION CITIZENSHIP
---- -------- ----------------- ----------------- -----------
<S> <C> <C> <C> <C>
Paget-Brown & Company Ltd. Secretary West Wind Building Providing Corporate Cayman Islands
P.O. Box 1111 Management Services
Harbour Drive
George Town, Grand Cayman,
Cayman Islands, B.W.I.
</TABLE>
<PAGE>
Page 33 of 36
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SCHEDULE II
INFORMATION REGARDING CERTAIN OF THE
MANAGED ENTITIES AND THE REF MANAGED ENTITIES
MANAGED ENTITIES
--------------
<TABLE>
<CAPTION>
PLACE OF
NAME ADDRESS ORGANIZATION PRINCIPAL BUSINESS
---- ------ ------------ ------------------
<S> <C> <C> <C>
Ballet Limited c/o Beaufort Financial Services Cayman Islands Passive Holding Company
West Wind Building
P.O. Box 2197, Harbour Drive
George Town, Grand Cayman
Cayman Islands, BWI
Denary Limited c/o Beaufort Financial Servivrd Cayman Islands Passive Holding Company
West Wind Building
P.O. Box 2197, Harbour Drive
George Town, Grand Cayman
Cayman Islands, BWI
Gleam Limited c/o Beaufort Financial Serviced Cayman Islands Passive Holding Company
West Wind Building
P.O. Box 2197, Harbour Drive
George Town, Grand Cayman
Cayman Islands, BWI
Highlands Limited c/o Beaufort Financial Services Cayman Islands Passive Holding Company
West Wind Building
P.O. Box 2197, Harbour Drive
George Town, Grand Cayman
Cayman Islands, BWI
Noble Limited c/o Beaufort Financial Services Cayman Islands Passive Holding Company
West Wind Building
P.O. Box 2197, Harbour Drive
George Town, Grand Cayman
Cayman Islands, BWI
Outrigger Limited c/o Beaufort Financial Services Cayman Islands Passive Holding Company
West Wind Building
P.O. Box 2197, Harbour Drive
George Town, Grand Cayman
Cayman Islands, BWI
Quill Limited c/o Beaufort Financial Services Cayman Islands Passive Holding Company
West Wind Building
P.O. Box 2197, Harbour Drive
George Town, Grand Cayman
Cayman Islands, BWI
Radial Limited c/o Beaufort Financial Services Cayman Islands Passive Holding Company
West Wind Building
P.O. Box 2197, Harbour Drive
George Town, Grand Cayman
Cayman Islands, BWI
Shoreline Limited c/o Beaufort Financial Services Cayman Islands Passive Holding Company
West Wind Building
P.O. Box 2197, Harbour Drive
George Town, Grand Cayman
Cayman Islands, BWI
Zinnia Limited c/o Beaufort Financial Services Cayman Islands Passive Holding Company
West Wind Building
P.O. Box 2197, Harbour Drive
George Town, Grand Cayman
Cayman Islands, BWI
</TABLE>
<PAGE>
Page 34 of 36
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<TABLE>
<CAPTION>
REF MANAGED ENTITIES
--------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Investcorp Real Estate Equity West Wind Building Cayman Islands Passive Holding Company
Acquisition Ltd. P.O. Box 1111
Harbour Drive
George Town, Grand Cayman
Cayman Islands, B.W.I.
Investcorp Real Estate Equity West Wind Building Cayman Islands Passive Holding Company
Capital Ltd P.O. Box 1111
Harbour Drive
George Town, Grand Cayman
Cayman Islands, B.W.I.
Investcorp Real Estate Equity West Wind Building Cayman Islands Passive Holding Company
Finance Ltd. P.O. Box 1111
Harbour Drive
George Town, Grand Cayman
Cayman Islands, B.W.I.
Investcorp Real Estate Equity West Wind Building Cayman Islands Passive Holding Company
Planning Ltd. P.O. Box 1111
Harbour Drive
George Town, Grand Cayman
Cayman Islands, B.W.I.
</TABLE>
<PAGE>
Page 35 of 36
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<TABLE>
<CAPTION>
Date of Amount of Price
Transaction Securities Purchased Per Share
----------------------------------------------------- -------------------- ---------
<S> <C> <C>
08/23/99 15,000 6.2692
08/23/99 10,000 6.3125
08/24/99 12,000 6.7083
08/24/99 13,000 6.5577
08/25/99 27,000 6.7757
08/25/99 3,500 6.6875
08/25/99 19,500 6.7500
08/26/99 22,000 6.7912
08/26/99 2,200 6.8125
08/26/99 5,400 6.6875
08/26/99 21,900 6.7500
08/30/99 11,000 6.8063
08/30/99 100 6.6875
08/30/99 2,100 6.7500
08/30/99 2,600 6.8750
08/30/99 6,300 6.6250
08/30/99 6,900 6.8125
08/31/99 14,000 6.8438
08/31/99 15,000 7.0000
09/01/99 19,000 6.9049
09/01/99 400 6.8125
09/01/99 12,600 6.8750
09/07/99 15,000 7.2313
09/07/99 1,400 7.0625
09/07/99 8,600 7.2500
09/08/99 10,000 7.3756
09/08/99 13,000 7.3750
09/09/99 13,500 7.2338
09/09/99 1,100 7.1250
09/09/99 3,500 7.3125
09/09/99 3,900 7.2500
09/09/99 4,000 7.1875
09/10/99 11,000 6.9545
09/10/99 300 6.9375
09/10/99 500 7.1250
09/10/99 1,000 6.8125
09/10/99 1,000 6.8750
09/10/99 2,000 7.0625
</TABLE>
<PAGE>
Page 36 of 36
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<TABLE>
<CAPTION>
Date of Amount of Price
Transaction Securities Purchased Per Share
----------------------------------------------------- -------------------- ---------
<S> <C> <C>
09/10/99 3,000 6.7500
09/10/99 7,200 7.0000
09/13/99 13,000 6.6442
09/13/99 4,000 6.5625
09/13/99 4,000 6.6250
09/13/99 4,000 6.6875
09/14/99 11,000 6.3409
09/14/99 14,000 6.3987
09/15/99 17,000 6.3419
09/15/99 23,000 6.3753
09/16/99 21,500 6.1948
09/16/99 18,500 6.2672
09/17/99 19,000 6.2895
09/17/99 21,000 6.2723
09/20/99 31,000 6.2268
09/20/99 19,000 6.2155
09/21/99 24,000 6.5247
09/21/99 26,000 6.4517
09/22/99 22,000 6.5795
09/22/99 18,000 6.5976
09/23/99 15,000 6.9271
09/23/99 15,000 6.9363
09/24/99 15,000 7.0104
09/24/99 15,000 7.0392
------
TOTAL: 711,500
=======
</TABLE>
