<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)
NationsRent, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $0.01 par value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
638588 10 3
-----------
(CUSIP Number)
Stephen K. Roddenberry, Esq.
Akerman, Senterfitt & Eidson, P.A.
One Southeast Third Avenue
Miami, Florida 33131
Tel. No. (305) 374-5600
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
July 20, 1999
----------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
statement because of Rule 13d-1(b)(3) or (4), check the following box: [ ]
(Continued on following pages)
<PAGE> 2
SCHEDULE 13D
CUSIP NO. 638588 10 3 PAGE 2 OF 25
- ---------------------------- ---------------------------
NAME OF REPORTING PERSONS
1 SOCIAL SECURITY NO. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Kirk Holdings Limited Partnership, a Nevada limited partnership
- --------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[X]
2
(b)[ ]
- --------------------------------------------------------------------------------
SEC USE ONLY
3
- --------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
OO
- --------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
5 PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Nevada
- --------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF -0-
SHARES --------------------------------------------
BENEFICIALLY SHARED VOTING POWER
OWNED BY 8
EACH 29,778,949(1)
REPORTING --------------------------------------------
PERSON SOLE DISPOSITIVE POWER
WITH 9
12,000,000
--------------------------------------------
SHARED DISPOSITIVE POWER
10
-0-
- --------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
12,000,000
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [X]
- --------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
21.3%
- --------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
PN
- --------------------------------------------------------------------------------
(1) The Reporting Persons (as hereinafter defined) may be deemed to
beneficially own 29,778,949 shares of NationsRent, Inc. common stock, par value
$0.01 per share (the "Common Stock") representing approximately 52.7% of the
outstanding shares of Common Stock pursuant to a voting agreement as described
in Items 3 and 4 of this Statement. Each of the Reporting Persons disclaim
beneficial ownership of those shares of Common Stock attributed to each of them
pursuant to such voting agreement.
<PAGE> 3
SCHEDULE 13D
CUSIP NO. 638588 10 3 PAGE 3 OF 25
- ---------------------------- ---------------------------
NAME OF REPORTING PERSONS
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Kirk Holdings, Inc., a Nevada corporation
- --------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[X]
2
(b)[ ]
- --------------------------------------------------------------------------------
SEC USE ONLY
3
- --------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
OO
- --------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
5 PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Nevada
- --------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 0
SHARES --------------------------------------------
BENEFICIALLY SHARED VOTING POWER
OWNED BY 8
EACH 29,778,949(1)
REPORTING --------------------------------------------
PERSON SOLE DISPOSITIVE POWER
WITH 9
12,000,000
--------------------------------------------
SHARED DISPOSITIVE POWER
10
-0-
- --------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
12,000,000
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [X]
- --------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
21.3%
- --------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- --------------------------------------------------------------------------------
(1) The Reporting Persons may be deemed to beneficially own 29,778,949
shares of Common Stock representing approximately 52.7% of the
outstanding shares of Common Stock pursuant to a voting agreement as
described in the Introduction and in Items 3 and 4 of this Statement.
Each of the Reporting Persons disclaim beneficial ownership of the
shares of Common Stock attributed to each of them pursuant to such
voting agreement.
<PAGE> 4
SCHEDULE 13D
CUSIP NO. 638588 10 3 PAGE 4 OF 25
- ---------------------------- ---------------------------
NAME OF REPORTING PERSONS
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
James L. Kirk
- --------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[X]
2
(b)[ ]
- --------------------------------------------------------------------------------
SEC USE ONLY
3
- --------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
PF
- --------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
5 PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States of America
- --------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 0
SHARES --------------------------------------------
BENEFICIALLY SHARED VOTING POWER
OWNED BY 8
EACH 29,778,949(1)
REPORTING --------------------------------------------
PERSON SOLE DISPOSITIVE POWER
WITH 9
12,062,600
--------------------------------------------
SHARED DISPOSITIVE POWER
10
-0-
- --------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
12,062,600
- --------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
12 SHARES* [X]
- --------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
21.3%
- --------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IN
- --------------------------------------------------------------------------------
(1) The Reporting Persons may be deemed to beneficially own 29,778,949
shares of Common Stock representing approximately 52.7% of the
outstanding shares of Common Stock pursuant to a voting agreement as
described in the Introduction and in Items 3 and 4 of this Statement.
Each of the Reporting Persons disclaim beneficial ownership of the
shares of Common Stock attributed to each of them pursuant to such
voting agreement.
<PAGE> 5
CUSIP NO. 638588 10 3 13D PAGE 5 OF 25
--------------------- --------------------------
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
H. Family Investments, Inc.
---------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ X ]
(b) [ ]
---------------------------------------------------------------------
(3) SEC USE ONLY
---------------------------------------------------------------------
(4) SOURCE OF FUNDS*
00
---------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 7(d) OR 7(e)
[ ]
---------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
---------------------------------------------------------------------
(7) SOLE VOTING POWER
NUMBER OF 0
SHARES --------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 29,778,949(1)
EACH --------------------------------------------------------
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON WITH 12,000,000
--------------------------------------------------------
(10) SHARED DISPOSITIVE POWER
-0-
--------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,000,000
---------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [X]
---------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.3%
---------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
CO
---------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) The Reporting Persons may be deemed to beneficially own 29,778,949
shares of Common Stock representing approximately 52.7% of the
outstanding shares of Common Stock pursuant to a voting agreement as
described in the Introduction and in Items 3 and 4 of this Statement.
Each of the Reporting Persons disclaim beneficial ownership of the
shares of Common Stock attributed to each of them pursuant to such
voting agreement.
<PAGE> 6
CUSIP NO. 638588 10 3 13D PAGE 6 OF 25
--------------------- ----------------------
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
H. Wayne Huizenga, Jr.
---------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ X ]
(b) [ ]
---------------------------------------------------------------------
(3) SEC USE ONLY
---------------------------------------------------------------------
(4) SOURCE OF FUNDS*
00
---------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2 (E)
[ ]
---------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
---------------------------------------------------------------------
(7) SOLE VOTING POWER
NUMBER OF 0
SHARES --------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 29,778,949 (1)
EACH --------------------------------------------------------
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON WITH 12,000,000
--------------------------------------------------------
(10) SHARED DISPOSITIVE POWER
-0-
--------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,000,000
---------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [X]
---------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.3%
---------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
IN
---------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) The Reporting Persons may be deemed to beneficially own 29,778,949 shares
of Common Stock representing approximately 52.7% of the outstanding shares of
Common Stock pursuant to a voting agreement as described in the Introduction and
in Items 3 and 4 of this Statement. Each of the Reporting Persons disclaim
beneficial ownership of the shares of Common Stock attributed to each of them
pursuant to such voting agreement.
<PAGE> 7
CUSIP NO. 638588 10 3 13D PAGE 7 OF 25
- ---------------------------- ---------------------------
NAME OF REPORTING PERSONS
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Huizenga Investments Limited Partnership
- --------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ X ]
2
(b) [ ]
- --------------------------------------------------------------------------------
SEC USE ONLY
3
- --------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
00
- --------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
5 PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Nevada
- --------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 0
SHARES --------------------------------------------
BENEFICIALLY SHARED VOTING POWER
OWNED BY 8
EACH 29,778,949 (1)
REPORTING --------------------------------------------
PERSON SOLE DISPOSITIVE POWER
WITH 9
1,692,047
--------------------------------------------
SHARED DISPOSITIVE POWER
10
-0-
- --------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,692,047
- --------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
12 SHARES* [X]
- --------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
3.0%
- --------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- --------------------------------------------------------------------------------
(1) The Reporting Persons may be deemed to beneficially own 29,778,949 shares
of Common Stock representing approximately 52.7% of the outstanding shares of
Common Stock pursuant to a voting agreement as described in the Introduction and
in Items 3 and 4 of this Statement. Each of the Reporting Persons disclaim
beneficial ownership of the shares of Common Stock attributed to each of them
pursuant to such voting agreement.
<PAGE> 8
CUSIP NO. 638588 10 3 13D PAGE 8 OF 25
- ---------------------------- ---------------------------
NAME OF REPORTING PERSONS
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Huizenga Investments, Inc.
- --------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ X ]
2
(b) [ ]
- --------------------------------------------------------------------------------
SEC USE ONLY
3
- --------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
00
- --------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
5 PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Nevada
- --------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 0
SHARES --------------------------------------------
BENEFICIALLY SHARED VOTING POWER
OWNED BY 8
EACH 29,778,949 (1)
REPORTING --------------------------------------------
PERSON SOLE DISPOSITIVE POWER
WITH 9
1,692,047
--------------------------------------------
SHARED DISPOSITIVE POWER
10
-0-
- --------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,692,047
- --------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
12 SHARES* [X]
- --------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
3.0%
- --------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- --------------------------------------------------------------------------------
(1) The Reporting Persons may be deemed to beneficially own 29,778,949 shares
of Common Stock representing approximately 52.7% of the outstanding shares of
Common Stock pursuant to a voting agreement as described in the Introduction and
in Items 3 and 4 of this Statement. Each of the Reporting Persons disclaim
beneficial ownership of the shares of Common Stock attributed to each of them
pursuant to such voting agreement.
<PAGE> 9
CUSIP NO. 638588 10 3 13D PAGE 9 OF 25
- ---------------------------- ---------------------------
NAME OF REPORTING PERSONS
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
H. Wayne Huizenga
- --------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ X ]
2
(b) [ ]
- --------------------------------------------------------------------------------
SEC USE ONLY
3
- --------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
00
- --------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
5 PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States of America
- --------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 0
SHARES --------------------------------------------
BENEFICIALLY SHARED VOTING POWER
OWNED BY 8
EACH 29,778,949 (1)
REPORTING --------------------------------------------
PERSON SOLE DISPOSITIVE POWER
WITH 9
1,692,047
--------------------------------------------
SHARED DISPOSITIVE POWER
10
-0-
- --------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,692,047
- --------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
12 SHARES* [X]
- --------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
3.0%
- --------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IN
- --------------------------------------------------------------------------------
(1) The Reporting Persons may be deemed to beneficially own 29,778,949 shares
of Common Stock representing approximately 52.7% of the outstanding shares of
Common Stock pursuant to a voting agreement as described in the Introduction and
in Items 3 and 4 of this Statement. Each of the Reporting Persons disclaim
beneficial ownership of the shares of Common Stock attributed to each of them
pursuant to such voting agreement.
<PAGE> 10
SCHEDULE 13D
CUSIP NO. 638588 10 3 PAGE 10 OF 25
- ---------------------------- ---------------------------
NAME OF REPORTING PERSONS
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
The 1997 Ray L. and Ellen M. O'Neal
Irrevocable Trust for Don R. O'Neal
- --------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[X]
2
(b)[ ]
- --------------------------------------------------------------------------------
SEC USE ONLY
3
- --------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
OO
- --------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
5 PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States of America
- --------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 1,966,000
SHARES --------------------------------------------
BENEFICIALLY SHARED VOTING POWER
OWNED BY 8
EACH 29,778,949 (1)
REPORTING --------------------------------------------
PERSON SOLE DISPOSITIVE POWER
WITH 9
1,966,000
--------------------------------------------
SHARED DISPOSITIVE POWER
10
-0-
- --------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,966,000
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [X]
- --------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
3.5%
- --------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
OO
- --------------------------------------------------------------------------------
(1) The Reporting Persons may be deemed to beneficially own 29,778,949
shares of Common Stock representing approximately 52.7% of the
outstanding shares of Common Stock pursuant to a voting agreement as
described in the Introduction and in Items 3 and 4 of this Statement.
Each of the Reporting Persons disclaim beneficial ownership of the
shares of Common Stock attributed to each of them pursuant to such
voting agreement.
<PAGE> 11
SCHEDULE 13D
CUSIP NO. 638588 10 3 PAGE 11 OF 25
- ---------------------------- ---------------------------
NAME OF REPORTING PERSONS
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Don R. O'Neal
- --------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[X]
2
(b)[ ]
- --------------------------------------------------------------------------------
SEC USE ONLY
3
- --------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
OO
- --------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
5 PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States of America
- --------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 4,024,302 (2)
SHARES --------------------------------------------
BENEFICIALLY SHARED VOTING POWER
OWNED BY 8
EACH 29,778,949 (1)
REPORTING --------------------------------------------
PERSON SOLE DISPOSITIVE POWER
WITH 9
4,024,302
--------------------------------------------
SHARED DISPOSITIVE POWER
10
-0-
- --------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
4,024,302
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [X]
- --------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
7.1%
- --------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IN
- --------------------------------------------------------------------------------
(1) The Reporting Persons may be deemed to beneficially own 29,778,949
shares of Common Stock representing approximately 52.7% of the
outstanding shares of Common Stock pursuant to a voting agreement as
described in the Introduction and in Items 3 and 4 of this Statement.
Each of the Reporting Persons disclaim beneficial ownership of the
shares of Common Stock attributed to each of them pursuant to such
voting agreement.
(2) Includes 621,392 shares of Common Stock owned by Mr. O'Neal's spouse,
as to which Mr. O'Neal disclaims beneficial ownership.
<PAGE> 12
PAGE 12 OF 25
This Amendment No. 3 to Schedule 13D ("Amendment No. 3")
amends the Amendment No. 2 to Schedule 13D filed on June 8, 1999 by and on
behalf of Kirk Holdings Limited Partnership, a Nevada limited partnership
("KHLP"), Kirk Holdings Inc., a Nevada corporation ("KHI") and James L. Kirk
(collectively, the "Kirk Reporting Persons"); H. Family Investments, Inc., a
Florida corporation ("HFI"), and H. Wayne Huizenga, Jr. (collectively, the "HFI
Reporting Persons"); with respect to their ownership of NationsRent, Inc. (the
"Company" or "Issuer") common stock, par value $.01 per shares (the "Common
Stock"). Amendment No. 3 also amends the Amendment No. 1 to Schedule 13D filed
on December 29, 1998 by and on behalf of Don R. O'Neal and serves as an initial
Schedule 13D for the 1997 Ray L. and Ellen M. O'Neal Irrevocable Trust for Don
R. O'Neal (the "O'Neal Trust") (collectively, "O'Neal Reporting Persons") with
respect to their ownership of Common Stock. Amendment No. 3 also serves as an
initial Schedule 13D for Huizenga Investments Limited Partnership, a Nevada
limited partnership ("HILP"), Huizenga Investments, Inc., a Nevada corporation
("HII") and H. Wayne Huizenga (collectively, the "Huizenga Reporting Persons")
with respect to their ownership of Common Stock. As indicated in Item 3, the
Kirk Reporting Persons, the HFI Reporting Persons, the O'Neal Reporting Persons
and the Huizenga Reporting Persons have formed a group (the "13D Group") for the
purposes of the filing requirements of Section 13(d) of the Securities and
Exchange Act of 1934, as amended (the "Exchange Act"). The Kirk Reporting
Persons, the HFI Reporting Persons, the Huizenga Reporting Persons and the
O'Neal Reporting Persons are sometimes collectively hereinafter referred to as
the "Reporting Persons."
ITEM 2. IDENTITY AND BACKGROUND.
This Statement is being filed jointly by the Reporting Persons
as a group pursuant to Rule 13d-1(K) (1) and (2).
Mr. Kirk's business address is 450 East Las Olas Boulevard,
Fort Lauderdale, Florida 33301 and the business address of KHLP and KHI is 3276
Cliff Sieler Court, Las Vegas, Nevada 89117. Mr. Kirk is Chairman of the Board
and Chief Executive Officer of the Issuer. Mr. Kirk is also the sole
shareholder, officer and director of KHI and the sole limited partner of KHLP in
his capacity as trustee of the James L. Kirk Revocable Trust Agreement dated
June 24, 1986, as amended. KHI's principal business is to serve as the sole
general partner of KHLP. KHLP's principal business is to make, hold and manage
certain of Mr. Kirk's investments in publicly-traded and other companies. Mr.
Kirk is a citizen of the United States of America.
Mr. Huizenga, Jr.'s business address is 450 East Las Olas
Boulevard, Fort Lauderdale, Florida 33301 and the business address of HFI is the
same. Mr. Huizenga, Jr. is the sole voting shareholder, an officer and the sole
director of HFI. HFI's principal business is to make, hold and manage certain
investments in publicly-traded and other companies on behalf of the Huizenga
family. Mr. Huizenga, Jr. is a citizen of the United States of America.
Mr. Huizenga's business address is 450 East Las Olas
Boulevard, Fort Lauderdale, Florida 33301 and the business address of HILP and
HII is P.O. Box 50102, Henderson, Nevada 89016. Mr. Huizenga is a director of
the Issuer. Mr. Huizenga is also the sole shareholder of HII and the sole
limited partner of HILP. HII's principal business is to serve as the sole
general partner of HILP. HILP's principal business is to make, hold and manage
certain of Mr. Huizenga's investments in publicly-traded and other companies.
Mr. Huizenga is a citizen of the United States of America.
Mr. O'Neal's business address is 450 East Las Olas Boulevard,
Fort Lauderdale, FL 33301 and the business address of the O'Neal Trust is the
same. Mr. O'Neal is the President and Chief Operating Officer of the Issuer. Mr.
O'Neal is a citizen of the United States of America. Mr. O'Neal is also the
Trustee for the O'Neal Trust. The principal business of the O'Neal Trust is to
make, hold and manage certain of Mr. O'Neal's investments in publicly-traded and
other companies.
None of the Reporting Persons has, during the last five years,
(a) been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (b) been a party to any civil proceeding of a judicial
or administrative body of competent jurisdiction, and as a result of such
proceeding 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.
<PAGE> 13
PAGE 13 OF 25
ITEM 3. SOURCE AND AMOUNT OF FUNDS
OR OTHER CONSIDERATION.
This Amendment No. 3 is filed as a result of the execution of Voting
Agreements (the "Voting Agreements"), dated as of July 20, 1999, by KHLP, Mr.
Kirk, HILP, HFI, the O'Neal Trust and Mr. O'Neal. No payments are required to
be made by the Reporting Persons in connection with the Voting Agreement.
ITEM 4. PURPOSE OF TRANSACTION.
The Voting Agreements were entered into in connection with the
execution of the Preferred Stock Purchase Agreement, dated as of July 20, 1999
(the "Purchase Agreement"), by and among the Issuer, NR Holdings Limited, a
Caymen Islands corporation, and NR Investments Limited, a Cayman Islands
corporation (collectively the "Purchasers"). The Voting Agreements were entered
into as an inducement and a condition to the Purchasers' entering into the
Purchase Agreement.
Pursuant to the Purchase Agreement, Purchasers agreed to
purchase 100,000 shares of the Issuer's Series A Convertible Preferred Stock,
par value $.01 per share, (the "Preferred Stock") for an aggregate purchase
price of $100 million. Purchasers purchased 78,000 shares of Preferred Stock on
July 20, 1999 for $78,000,000. Purchasers will purchase the remaining shares in
a Second Closing (as defined in the Purchase Agreement) after certain conditions
have been satisfied or waived, including approval of the Issuer's stockholders
and other closing conditions.
In connection with the Purchase Agreement, the Purchasers,
Messrs. Kirk and Huizenga, and the Issuer also entered into a Registration
Rights Agreement. Pursuant to the Registration Rights Agreement, the Purchasers
are entitled to certain demand, and piggyback registration rights and tag-along
rights with respect to the shares of Common Stock issuable upon conversion of
the Preferred Stock.
To effect the Purchase Agreement, each of the Reporting
Persons has agreed, pursuant to the Voting Agreements, at any meeting of the
stockholders of the Issuer, any adjournment or postponement thereof, or in
connection with any written consent of the Issuer's stockholders in lieu of such
a meeting, to vote (or cause to be voted) the shares of Common Stock owned or
controlled by the Reporting Persons in favor of the sale of Preferred Stock to
the Purchasers. The Reporting Persons have also granted irrevocable proxies to
Purchasers' representatives to vote in favor of the sale of Preferred Stock to
the Purchasers.
The Voting Agreements terminate upon the earlier of (a) the
termination of the Purchase Agreement in accordance with its terms or (b) the
consummation of the Second Closing.
Under the terms of the Voting Agreements, if a Reporting
Person acquires the right to vote any additional shares of Common Stock, the
Voting Agreement shall be applicable to such additional shares. The Voting
Agreements also provide that if the Reporting Persons transfer any shares, they
will obtain from the transferee and deliver to the Purchasers a Voting
Agreement in the same form as the Voting Agreements signed by the Reporting
Persons.
<PAGE> 14
PAGE 14 OF 25
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) and (b) Immediately prior to the execution of the
Voting Agreements, KHLP and KHI were deemed to beneficially own 12,000,000
shares of Common Stock, and Mr. Kirk was deemed to beneficially own 12,062,600
shares of Common Stock (including 62,500 shares of Common Stock issuable upon
the exercise of immediately exercisable options, which shares are subject to the
Voting Agreements upon issuance, and the 12,000,000 shares beneficially owned by
KHLP and KHI) representing approximately 21.3% of the outstanding shares of
Common Stock, calculated in accordance with Rule 13d-3 under the Exchange Act
(based on 56,453,781 shares of Common Stock issued and outstanding as of July
20, 1999 and with respect to Mr. Kirk, based upon 56,453,781 shares of Common
Stock plus the 62,500 shares of Common Stock issuable upon the exercise of
immediately exercisable options). At such time, Mr. Kirk, KHLP and KHI had the
sole power to vote and dispose of each of the 12,000,000 shares of Common Stock
which were deemed to be beneficially owned. Also, Mr. Kirk had the sole power to
vote and dispose of the 62,600 shares of Common Stock he beneficially owned in
addition to the 12,000,000 shares he beneficially owned with KHLP and
KHI. Subject to the last paragraph of this Item 5 (a) and (b), pursuant to the
Voting Agreements and solely with respect to the Purchase Agreement, Mr. Kirk,
KHLP and KHI may be deemed to share voting power with respect to an aggregate of
29,778,949 shares of the Issuer's Common Stock, which shares constitute
approximately 52.7% of the shares of the Issuer's Common Stock outstanding as of
July 20, 1999.
Immediately prior to the execution of the Voting Agreements, Mr.
Huizenga, Jr. and HFI were deemed to beneficially own 12,000,000 shares of
Common Stock, representing approximately 21.3% of the outstanding shares of
Common Stock, calculated in accordance with Rule 13d-3 under the Exchange Act
(based upon 56,453,781 shares of Common Stock issued and outstanding as of July
20, 1999). At such time, each of Mr. Huizenga Jr., and HFI had the sole power to
vote and dispose of each of the 12,000,000 shares of Common Stock which were
deemed to be beneficially owned. Subject to the last paragraph of this Item 5
(a) and (b), pursuant to the Voting Agreements and solely with respect to the
Purchase Agreement, Mr. Huizenga, Jr. and HFI may be deemed to beneficially own
and share voting power with respect to an aggregate of 29,778,949 shares of the
Issuer's Common Stock, which shares constitute approximately 52.7% of the shares
of the Issuer's Common Stock outstanding as of July 20, 1999.
Immediately prior to the execution of the Voting Agreements, Mr.
Huizenga, HILP and HII were deemed to beneficially own 1,692,047 shares of
Common Stock (including 60,000 shares of Common Stock issuable upon the exercise
of immediately exercisable options which shares are subject to the Voting
Agreements upon issuance), representing approximately 3.0% of the outstanding
shares of Common Stock, calculated in accordance with Rule 13d-3 under the
Exchange Act (based upon 56,453,781 shares of Common Stock issued and
outstanding as of July 20, 1999 plus the 60,000 shares of Common Stock issuable
upon the exercise of immediately exercisable options). At such time, each of Mr.
Huizenga, HILP and HII had the sole power to vote and dispose of each of the
1,692,047 shares of Common Stock (which includes the 60,000 shares of Common
Stock issuable upon the exercise of immediately exercisable options) which were
deemed to be beneficially owned. Subject to the last paragraph of this Item 5
(a) and (b), pursuant to the Voting Agreements and solely with respect to the
Purchase Agreement, Mr. Huizenga, HLP and HII may be deemed to beneficially own
and share voting power with respect to an aggregate of 29,778,949 shares of the
Issuer's Common Stock, which shares constitute approximately 52.7% of the shares
of the Issuer's common Stock outstanding as of July 20, 1999.
Immediately prior to the execution of the Voting Agreements,
Mr. O'Neal was deemed to beneficially own 4,024,302 shares of Common Stock,
representing approximately 7.1% of the outstanding shares of Common Stock,
calculated in accordance with Rule 13d-3 under the Exchange Act (based upon
56,453,781 shares of Common Stock issued and outstanding as of July 20, 1999).
At such time, Mr. O'Neal individually, and as the sole trustee of the O'Neal
Trust, had the sole power to vote and dispose of each of the 4,024,302 shares of
Common Stock which were deemed to be beneficially owned. This amount includes
621,392 shares of Common Stock owned by Mr. O'Neal's spouse, as to which Mr.
O'Neal disclaims beneficial ownership. It also includes 1,966,000 shares of
Common Stock in the name of the O'Neal Trust. Subject to the last paragraph of
this Item 5 (a) and (b), pursuant to the Voting Agreement, and solely with
respect to the Purchase Agreement, Mr. O'Neal and the O'Neal Trust may be deemed
to beneficially own and share voting power with respect to an aggregate of
29,778,949 shares of the Issuer's Common Stock, which shares constitute
approximately 52.7% of the shares of Issuer's Common Stock outstanding as of
July 20, 1999.
Each of the Reporting Persons hereby expressly disclaims
beneficial ownership over the shares of the Issuer's Common Stock reported
herein but held by the other Reporting Persons as disclosed in their Item 5(a)
and (b) (including the power to vote, to direct the voting of, to dispose, or to
direct the disposition of, any such shares).
<PAGE> 15
PAGE 15 OF 25
This Amendment No. 3 reports the Reporting Persons' shared
voting power with respect to the Common Stock. Such Reporting Persons do not
share dispositive power with respect to the Common Stock. This Amendment No. 3
is filed on behalf of the Reporting Persons and is not filed on behalf of the
Purchasers.
(c) 62,500 shares of Common Stock underlying options issued to
Mr. Kirk became exercisable within 60 days. Except for the transactions
described herein, there have been no other transactions in any securities of the
Issuer affected by the Reporting Persons during the past 60 days or since the
most recent filing on Schedule 13D, whichever is less.
(d) To the knowledge of the Reporting Persons, only the
Reporting Persons have the right to receive or the power to direct the receipt
of dividends from, or the proceeds from the sale of, the shares of Common Stock
of the Issuer reported by this statement.
(e) Paragraph (e) of Item 5 is not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
Except as described herein, none of the Reporting Persons is a
party to any contract, arrangement, understanding or relationship with any
person with respect to securities of the Issuer.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
Exhibit 1 Joint Filing Agreement, dated July 30, 1999, by
and among the Reporting Persons.
Exhibit 2 Voting Agreements, dated as of July 20, 1999, by
each of the Reporting Persons.
Exhibit 3 Registration Rights Agreement dated July 20, 1999,
by and among the Issuer, the Purchasers, and
Messrs. Kirk and Huizenga.
<PAGE> 16
PAGE 16 OF 25
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Kirk Holdings Limited Partnership
By: Kirk Holdings, Inc., as general
partner
By: /s/ James L. Kirk
-----------------------------------------
James L. Kirk
President, Treasurer and Secretary
Dated: July 30, 1999
<PAGE> 17
PAGE 17 OF 25
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Kirk Holdings, Inc.
By: /s/ James L. Kirk
----------------------------------------
James L. Kirk
President, Treasurer and Secretary
Dated: July 30, 1999
<PAGE> 18
PAGE 18 OF 25
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
/s/ James L. Kirk
---------------------------------------------
James L. Kirk
Dated: July 30, 1999
<PAGE> 19
PAGE 19 OF 25
SIGNATURES
After reasonable inquiry and to the best of their knowledge and belief,
each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
H. Family Investments, Inc.
By: /s/ H. Wayne Huizenga, Jr.
------------------------------------
H. Wayne Huizenga, Jr.
President and Sole Director
July 30, 1999
<PAGE> 20
PAGE 20 OF 25
SIGNATURES
After reasonable inquiry and to the best of their knowledge and belief,
each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
/s/ H. Wayne Huizenga, Jr.
------------------------------------
H. Wayne Huizenga, Jr.
July 30, 1999
<PAGE> 21
PAGE 21 OF 25
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Huizenga Investments Limited Partnership
By: Huizenga Investments, Inc., as general
partner
By: /s/ Cris V. Branden
-----------------------------------------
Cris V. Branden
Treasurer
July 30, 1999
<PAGE> 22
PAGE 22 OF 25
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Huizenga Investments, Inc.
By: /s/ Cris V. Branden
-------------------------------
Cris V. Branden
Treasurer
July 30, 1999
<PAGE> 23
PAGE 23 OF 25
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
/s/ H. Wayne Huizenga
---------------------------------------------
H. Wayne Huizenga
July 30, 1999
<PAGE> 24
PAGE 24 OF 25
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
The 1997 Ray L. and Ellen M. O'Neal
Irrevocable Trust for Don R. O'Neal
By: /s/ Don R. O'Neal
-----------------------------------------
Don R. O'Neal
Trustee
Dated: July 30, 1999
<PAGE> 25
PAGE 25 OF 25
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
By: /s/ Don R. O'Neal
-----------------------------------------
Don R. O'Neal
Dated: July 30, 1999
<PAGE> 26
EXHIBIT 1
AGREEMENT
RESPECTING JOINT FILING OF SCHEDULE 13D
The undersigned hereby agree to jointly prepare and file with
regulatory authorities a Schedule 13D reporting each of the undersigned's
ownership of shares of common stock of NationsRent, Inc., a Delaware
corporation, and hereby affirm that such Schedule 13D is being filed on behalf
of each of the undersigned. The undersigned are entering into this Joint Filing
Agreement as a result of being parties to that certain Voting Agreement dated as
of July 20, 1999. In the event the Voting Agreement terminates, then this Joint
Filing Agreement shall also terminate.
IN WITNESS THEREOF this Agreement may be executed in one or more
counterparts, each of which shall be deemed an original for all purposes and
all of which together shall constitute one and the same Agreement, and this
Agreement may be effected by a written facsimile signature of each party.
Dated July __, 1999.
KIRK HOLDINGS LIMITED PARTNERSHIP
By: KIRK HOLDINGS, INC., its General Partner
By: /s/ James L. Kirk
----------------------------------------
James L. Kirk, President
KIRK HOLDINGS, INC.
By: /s/ James L. Kirk
----------------------------------------
James L. Kirk, President
/s/ James L. Kirk
--------------------------------------------
James L. Kirk
H. FAMILY INVESTMENTS, INC.
By: /s/ H. Wayne Huizenga, Jr.
----------------------------------------
H. Wayne Huizenga, Jr.
President and Sole Director
/s/ H. Wayne Huizenga, Jr.
--------------------------------------------
H. Wayne Huizenga, Jr.
HUIZENGA INVESTMENTS LIMITED PARTNERSHIP
By: HUIZENGA INVESTMENTS, INC.,
its General Partner
By: /s/ Cris V. Branden
----------------------------------------
Cris V. Branden, Treasurer
HUIZENGA INVESTMENTS, INC.
By: /s/ Cris V. Branden
----------------------------------------
Cris V. Branden, Treasurer
/s/ H. Wayne Huizenga
--------------------------------------------
H. Wayne Huizenga
THE 1997 RAY L. AND ELLEN M. O'NEAL
IRREVOCABLE TRUST FOR DON R. O'NEAL
By: /s/ Don R. O'Neal
----------------------------------------
Don R. O'Neal, as Trustee
/s/ Don R. O'Neal
--------------------------------------------
Don R. O'Neal
<PAGE> 1
EXHIBIT 1
AGREEMENT
RESPECTING JOINT FILING OF SCHEDULE 13D
The undersigned hereby agree to jointly prepare and file with
regulatory authorities a Schedule 13D reporting each of the undersigned's
ownership of shares of common stock of NationsRent, Inc., a Delaware
corporation, and hereby affirm that such Schedule 13D is being filed on behalf
of each of the undersigned. The undersigned are entering into this Joint Filing
Agreement as a result of being parties to that certain Voting Agreement dated as
of July 20, 1999. In the event the Voting Agreement terminates, then this Joint
Filing Agreement shall also terminate.
IN WITNESS THEREOF this Agreement may be executed in one or more
counterparts, each of which shall be deemed an original for all purposes and
all of which together shall constitute one and the same Agreement, and this
Agreement may be effected by a written facsimile signature of each party.
Dated July __, 1999.
KIRK HOLDINGS LIMITED PARTNERSHIP
By: KIRK HOLDINGS, INC., its General Partner
By: /s/ James L. Kirk
----------------------------------------
James L. Kirk, President
KIRK HOLDINGS, INC.
By: /s/ James L. Kirk
----------------------------------------
James L. Kirk, President
/s/ James L. Kirk
--------------------------------------------
James L. Kirk
H. FAMILY INVESTMENTS, INC.
By: /s/ H. Wayne Huizenga, Jr.
----------------------------------------
H. Wayne Huizenga, Jr.
President and Sole Director
/s/ H. Wayne Huizenga, Jr.
--------------------------------------------
H. Wayne Huizenga, Jr.
HUIZENGA INVESTMENTS LIMITED PARTNERSHIP
By: HUIZENGA INVESTMENTS, INC.,
its General Partner
By: /s/ Cris V. Branden
----------------------------------------
Cris V. Branden, Treasurer
HUIZENGA INVESTMENTS, INC.
By: /s/ Cris V. Branden
----------------------------------------
Cris V. Branden, Treasurer
/s/ H. Wayne Huizenga
--------------------------------------------
H. Wayne Huizenga
THE 1997 RAY L. AND ELLEN M. O'NEAL
IRREVOCABLE TRUST FOR DON R. O'NEAL
By: /s/ Don R. O'Neal
----------------------------------------
Don R. O'Neal, as Trustee
/s/ Don R. O'Neal
--------------------------------------------
Don R. O'Neal
<PAGE> 1
VOTING AGREEMENT AND PROXY
For the purpose of inducing NR Holdings Limited and NR Investments
Limited, each a corporation organized under the laws of the Cayman Islands
(together, the "Purchasers"), to enter into a Preferred Stock Purchase
Agreement (the "Purchase Agreement") with NationsRent, Inc., a Delaware
corporation ("NRI"), pursuant to which NRI will agree to issue to the
Purchasers, and the Purchasers will agree to purchase from NRI, subject to the
conditions set forth therein, an aggregate of 100,000 shares of Series A
Convertible Preferred Stock, par value $.01 per share, of NRI for an aggregate
purchase price of $100 million, the undersigned stockholder of NRI:
(a) hereby agrees with the Purchasers that, at any meeting of
NRI's stockholders called for the purpose of acting upon
approval of the transaction contemplated by the Purchase
Agreement (the "Transaction"), and at any adjournment or
postponement thereof, or in connection with any written
consent of NRI's stockholders in lieu of such a meeting, the
undersigned will vote all shares of capital stock of NRI
owned or controlled by the undersigned, whether now owned or
controlled or hereafter acquired or controlled (the
"Shares"), in favor of approval of the Transaction; and
(b) hereby appoints Christopher J. O'Brien and Charles J.
Philippin, and each of them, as the proxy of the undersigned,
each with full power of substitution, to vote all of the
Shares on behalf of the undersigned at any meeting of
stockholders of NRI called for the purpose of acting upon the
Transaction, and at any adjournment or postponement thereof,
with the same force and effect as such vote would have if the
undersigned were personally present at such meeting, in favor
of approval of the Transaction. This proxy, being coupled
with an interest, is irrevocable.
The undersigned agrees that in connection with any transfer of any of
the Shares by the undersigned, it will obtain from the transferee and deliver
to the Purchasers an executed Voting Agreement and Proxy in the form hereof.
The undersigned acknowledges that NRI has agreed not to permit any such
transfer unless the undersigned has complied with the foregoing requirements.
This Agreement shall terminate and the proxy granted hereby shall expire upon
the earlier of (a) termination of the Purchase Agreement in accordance with its
terms or (b) the consummation of the Second Closing (as defined in the Purchase
Agreement).
IN WITNESS WHEREOF, the undersigned has executed this as of this
20th day of July, 1999.
The 1997 Roy L. and Ellen M. O'Neal
Irrevocable Trust for Don R. O'Neal
/s/ Don R. O'Neal
--------------------------------------
Don R. O'Neal, as Trustee
<PAGE> 2
VOTING AGREEMENT AND PROXY
For the purpose of inducing NR Holdings Limited and NR Investments
Limited, each a corporation organized under the laws of the Cayman Islands
(together, the "Purchasers"), to enter into a Preferred Stock Purchase
Agreement (the "Purchase Agreement") with NationsRent, Inc., a Delaware
corporation ("NRI"), pursuant to which NRI will agree to issue to the
Purchasers, and the Purchasers will agree to purchase from NRI, subject to the
conditions set forth therein, an aggregate of 100,000 shares of Series A
Convertible Preferred Stock, par value $.01 per share, of NRI for an aggregate
purchase price of $100 million, the undersigned stockholder of NRI:
(a) hereby agrees with the Purchasers that, at any meeting of
NRI's stockholders called for the purpose of acting upon
approval of the transaction contemplated by the Purchase
Agreement (the "Transaction"), and at any adjournment or
postponement thereof, or in connection with any written
consent of NRI's stockholders in lieu of such a meeting, the
undersigned will vote all shares of capital stock of NRI
owned or controlled by the undersigned, whether now owned or
controlled or hereafter acquired or controlled (the
"Shares"), in favor of approval of the Transaction; and
(b) hereby appoints Christopher J. O'Brien and Charles J.
Philippin, and each of them, as the proxy of the undersigned,
each with full power of substitution, to vote all of the
Shares on behalf of the undersigned at any meeting of
stockholders of NRI called for the purpose of acting upon the
Transaction, and at any adjournment or postponement thereof,
with the same force and effect as such vote would have if the
undersigned were personally present at such meeting, in favor
of approval of the Transaction. This proxy, being coupled
with an interest, is irrevocable.
The undersigned agrees that in connection with any transfer of any of
the Shares by the undersigned, it will obtain from the transferee and deliver
to the Purchasers an executed Voting Agreement and Proxy in the form hereof.
The undersigned acknowledges that NRI has agreed not to permit any such
transfer unless the undersigned has complied with the foregoing requirements.
This Agreement shall terminate and the proxy granted hereby shall expire upon
the earlier of (a) termination of the Purchase Agreement in accordance with its
terms or (b) the consummation of the Second Closing (as defined in the Purchase
Agreement).
IN WITNESS WHEREOF, the undersigned has executed this as of this
20th day of July, 1999.
/s/ Don R. O'Neal
--------------------------------------
Don R. O'Neal, as Trustee
<PAGE> 3
VOTING AGREEMENT AND PROXY
For the purpose of inducing NR Holdings Limited and NR Investments
Limited, each a corporation organized under the laws of the Cayman Islands
(together, the "Purchasers"), to enter into a Preferred Stock Purchase
Agreement (the "Purchase Agreement") with NationsRent, Inc., a Delaware
corporation ("NRI"), pursuant to which NRI will agree to issue to the
Purchasers, and the Purchasers will agree to purchase from NRI, subject to the
conditions set forth therein, an aggregate of 100,000 shares of Series A
Convertible Preferred Stock, par value $.01 per share, of NRI for an aggregate
purchase price of $100 million, the undersigned stockholder of NRI:
(a) hereby agrees with the Purchasers that, at any meeting of
NRI's stockholders called for the purpose of acting upon
approval of the transaction contemplated by the Purchase
Agreement (the "Transaction"), and at any adjournment or
postponement thereof, or in connection with any written
consent of NRI's stockholders in lieu of such a meeting, the
undersigned will vote all shares of capital stock of NRI
owned or controlled by the undersigned, whether now owned or
controlled or hereafter acquired or controlled (the
"Shares"), in favor of approval of the Transaction; and
(b) hereby appoints Christopher J. O'Brien and Charles J.
Philippin, and each of them, as the proxy of the undersigned,
each with full power of substitution, to vote all of the
Shares on behalf of the undersigned at any meeting of
stockholders of NRI called for the purpose of acting upon the
Transaction, and at any adjournment or postponement thereof,
with the same force and effect as such vote would have if the
undersigned were personally present at such meeting, in favor
of approval of the Transaction. This proxy, being coupled
with an interest, is irrevocable.
The undersigned agrees that in connection with any transfer of any of
the Shares by the undersigned, it will obtain from the transferee and deliver
to the Purchasers an executed Voting Agreement and Proxy in the form hereof.
The undersigned acknowledges that NRI has agreed not to permit any such
transfer unless the undersigned has complied with the foregoing requirements.
This Agreement shall terminate and the proxy granted hereby shall expire upon
the earlier of (a) termination of the Purchase Agreement in accordance with its
terms or (b) the consummation of the Second Closing (as defined in the Purchase
Agreement).
IN WITNESS WHEREOF, the undersigned has executed this as of this
20th day of July, 1999.
Kirk Holdings Limited Partnership,
a Nevada limited partnership
By: Kirk Holdings, Inc., as general partner
By: /s/ James L. Kirk
-----------------------------------
James L. Kirk
President, Treasurer and Secretary
<PAGE> 4
VOTING AGREEMENT AND PROXY
For the purpose of inducing NR Holdings Limited and NR Investments
Limited, each a corporation organized under the laws of the Cayman Islands
(together, the "Purchasers"), to enter into a Preferred Stock Purchase
Agreement (the "Purchase Agreement") with NationsRent, Inc., a Delaware
corporation ("NRI"), pursuant to which NRI will agree to issue to the
Purchasers, and the Purchasers will agree to purchase from NRI, subject to the
conditions set forth therein, an aggregate of 100,000 shares of Series A
Convertible Preferred Stock, par value $.01 per share, of NRI for an aggregate
purchase price of $100 million, the undersigned stockholder of NRI:
(a) hereby agrees with the Purchasers that, at any meeting of
NRI's stockholders called for the purpose of acting upon
approval of the transaction contemplated by the Purchase
Agreement (the "Transaction"), and at any adjournment or
postponement thereof, or in connection with any written
consent of NRI's stockholders in lieu of such a meeting, the
undersigned will vote all shares of capital stock of NRI
owned or controlled by the undersigned, whether now owned or
controlled or hereafter acquired or controlled (the
"Shares"), in favor of approval of the Transaction; and
(b) hereby appoints Christopher J. O'Brien and Charles J.
Philippin, and each of them, as the proxy of the undersigned,
each with full power of substitution, to vote all of the
Shares on behalf of the undersigned at any meeting of
stockholders of NRI called for the purpose of acting upon the
Transaction, and at any adjournment or postponement thereof,
with the same force and effect as such vote would have if the
undersigned were personally present at such meeting, in favor
of approval of the Transaction. This proxy, being coupled
with an interest, is irrevocable.
The undersigned agrees that in connection with any transfer of any of
the Shares by the undersigned, it will obtain from the transferee and deliver
to the Purchasers an executed Voting Agreement and Proxy in the form hereof.
The undersigned acknowledges that NRI has agreed not to permit any such
transfer unless the undersigned has complied with the foregoing requirements.
This Agreement shall terminate and the proxy granted hereby shall expire upon
the earlier of (a) termination of the Purchase Agreement in accordance with its
terms or (b) the consummation of the Second Closing (as defined in the Purchase
Agreement).
IN WITNESS WHEREOF, the undersigned has executed this as of this
20th day of July, 1999.
/s/ James L. Kirk
--------------------------------------
James L. Kirk
<PAGE> 5
VOTING AGREEMENT AND PROXY
For the purpose of inducing NR Holdings Limited and NR Investments
Limited, each a corporation organized under the laws of the Cayman Islands
(together, the "Purchasers"), to enter into a Preferred Stock Purchase
Agreement (the "Purchase Agreement") with NationsRent, Inc., a Delaware
corporation ("NRI"), pursuant to which NRI will agree to issue to the
Purchasers, and the Purchasers will agree to purchase from NRI, subject to the
conditions set forth therein, an aggregate of 100,000 shares of Series A
Convertible Preferred Stock, par value $.01 per share, of NRI for an aggregate
purchase price of $100 million, the undersigned stockholder of NRI:
(a) hereby agrees with the Purchasers that, at any meeting of
NRI's stockholders called for the purpose of acting upon
approval of the transaction contemplated by the Purchase
Agreement (the "Transaction"), and at any adjournment or
postponement thereof, or in connection with any written
consent of NRI's stockholders in lieu of such a meeting, the
undersigned will vote all shares of capital stock of NRI
owned or controlled by the undersigned, whether now owned or
controlled or hereafter acquired or controlled (the
"Shares"), in favor of approval of the Transaction; and
(b) hereby appoints Christopher J. O'Brien and Charles J.
Philippin, and each of them, as the proxy of the undersigned,
each with full power of substitution, to vote all of the
Shares on behalf of the undersigned at any meeting of
stockholders of NRI called for the purpose of acting upon the
Transaction, and at any adjournment or postponement thereof,
with the same force and effect as such vote would have if the
undersigned were personally present at such meeting, in favor
of approval of the Transaction. This proxy, being coupled
with an interest, is irrevocable.
The undersigned agrees that in connection with any transfer of any of
the Shares by the undersigned, it will obtain from the transferee and deliver
to the Purchasers an executed Voting Agreement and Proxy in the form hereof.
The undersigned acknowledges that NRI has agreed not to permit any such
transfer unless the undersigned has complied with the foregoing requirements.
This Agreement shall terminate and the proxy granted hereby shall expire upon
the earlier of (a) termination of the Purchase Agreement in accordance with its
terms or (b) the consummation of the Second Closing (as defined in the Purchase
Agreement).
IN WITNESS WHEREOF, the undersigned has executed this as of this
20th day of July, 1999.
Huizenga Investments Limited Partnership
By: Huizenga Investments, Inc., as general partner
By: /s/ Chris V. Branden
-----------------------------------------
Chris V. Branden, Treasurer
<PAGE> 6
VOTING AGREEMENT AND PROXY
For the purpose of inducing NR Holdings Limited and NR Investments
Limited, each a corporation organized under the laws of the Cayman Islands
(together, the "Purchasers"), to enter into a Preferred Stock Purchase
Agreement (the "Purchase Agreement") with NationsRent, Inc., a Delaware
corporation ("NRI"), pursuant to which NRI will agree to issue to the
Purchasers, and the Purchasers will agree to purchase from NRI, subject to the
conditions set forth therein, an aggregate of 100,000 shares of Series A
Convertible Preferred Stock, par value $.01 per share, of NRI for an aggregate
purchase price of $100 million, the undersigned stockholder of NRI:
(a) hereby agrees with the Purchasers that, at any meeting of
NRI's stockholders called for the purpose of acting upon
approval of the transaction contemplated by the Purchase
Agreement (the "Transaction"), and at any adjournment or
postponement thereof, or in connection with any written
consent of NRI's stockholders in lieu of such a meeting, the
undersigned will vote all shares of capital stock of NRI
owned or controlled by the undersigned, whether now owned or
controlled or hereafter acquired or controlled (the
"Shares"), in favor of approval of the Transaction; and
(b) hereby appoints Christopher J. O'Brien and Charles J.
Philippin, and each of them, as the proxy of the undersigned,
each with full power of substitution, to vote all of the
Shares on behalf of the undersigned at any meeting of
stockholders of NRI called for the purpose of acting upon the
Transaction, and at any adjournment or postponement thereof,
with the same force and effect as such vote would have if the
undersigned were personally present at such meeting, in favor
of approval of the Transaction. This proxy, being coupled
with an interest, is irrevocable.
The undersigned agrees that in connection with any transfer of any of
the Shares by the undersigned, it will obtain from the transferee and deliver
to the Purchasers an executed Voting Agreement and Proxy in the form hereof.
The undersigned acknowledges that NRI has agreed not to permit any such
transfer unless the undersigned has complied with the foregoing requirements.
This Agreement shall terminate and the proxy granted hereby shall expire upon
the earlier of (a) termination of the Purchase Agreement in accordance with its
terms or (b) the consummation of the Second Closing (as defined in the Purchase
Agreement).
IN WITNESS WHEREOF, the undersigned has executed this as of this
20th day of July, 1999.
H. Family Investments, Inc.,
a Florida corporation
By: /s/ Chris V. Branden
-----------------------------------
Name: Chris V. Branden
Title: Vice President
<PAGE> 1
EXHIBIT 3
REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and
entered into as of July , 1999 by and between NATIONSRENT, INC., a Delaware
corporation ("NationsRent"), NR Holdings Limited, a Cayman Islands corporation,
and NR Investments Limited, a Cayman Islands corporation (collectively, the
"Holders"), and James L. Kirk and H. Wayne Huizenga. Certain other capitalized
terms used herein are defined in Section 10 and throughout this Agreement.
WHEREAS, NationsRent and the Holders have entered into a Preferred
Stock Purchase Agreement dated as of July , 1999 (the "Stock Purchase
Agreement"), pursuant to which NationsRent agrees to issue 100,000 shares of its
Series A Convertible Preferred Stock, par value $.01 per share (the "Preferred
Stock") to the Holders; and
WHEREAS, the Preferred Stock is convertible into NationsRent common
stock, par value $.01 per share (the "Common Stock"), as provided in the Stock
Purchase Agreement; and
WHEREAS, NationsRent has agreed to provide to the Holders the
registration rights provided herein with respect to the Registrable Securities;
NOW, THEREFORE, in consideration of the premises and mutual covenants
and agreements set forth herein and in the Stock Purchase Agreement, the parties
agree as follows:
1. DEMAND REGISTRATION.
(a) REGISTRATION ON REQUEST. At any time after the 90th day
following the First Closing (as defined in the Stock Purchase Agreement), upon
written request by the Holders of at least a majority (by number of shares) of
the Registrable Securities, NationsRent shall utilize best reasonable efforts to
cause, as soon as practicable following the date of such notice, a registration
statement to be filed under the Securities Act or a pending registration
statement to be amended for the purpose of registering the Registrable
Securities for resale by the requesting Holders in accordance with the intended
method of disposition stated in such request; provided that NationsRent shall
not be required to effect any registration pursuant to this Section 1(a) on more
than three (3) separate occasions. Each request for a demand registration shall
specify the approximate number of Registrable Securities requested to be
registered and the anticipated per share price range for such offering.
NationsRent shall give all other Holders written notice of such written request
within ten (10) days thereof and give all other Holders the opportunity to
request that their Registrable Securities be included in the registration
statement filed with the SEC. No request for registration may be made pursuant
to this Section 1(a) unless the Registrable Securities requested to be
registered on behalf of requesting Holders total at least 25% of the aggregate
number of Registrable Securities acquired by the Holders in the First Closing
and the Second Closing (as defined in the Stock Purchase Agreement) or have a
market value (based upon the closing price of such Registrable Securities quoted
on the securities exchange or over-the-counter quotation system on which such
Registrable Securities are listed or
<PAGE> 2
quoted, as the case may be, on the trading day immediately preceding any request
pursuant to this Section 1(a)) of at least $25 million at the close of the last
trading day prior to such request.
(b) REGISTRATION STATEMENT FORM. Registrations under Section
1(a) shall be on such appropriate registration form of the SEC as shall permit
the disposition of such Registrable Securities in accordance with the intended
method or methods of disposition specified in the request for such registration
and as shall be permitted under the Securities Act.
(c) EFFECTIVE REGISTRATION STATEMENT. A registration requested
pursuant to Section 1(a) shall be deemed to have been effected if a registration
statement with respect thereto has become effective, provided that a
registration statement which does not become effective after NationsRent has
filed a registration statement with respect thereto solely by reason of the
refusal by the Holders to proceed (other than a refusal to proceed based upon
the written advice of counsel relating to a material matter regarding the
Company) shall be deemed to have been effected by the Company at the request of
such Holders, unless (i) after it has become effective, such registration
statement becomes subject to any stop order, injunction or other order or
requirement of the Commission or other governmental agency or court for any
reason, other than by reason of an act or omission attributable to such Holders
with respect thereto; provided that upon the lifting of any such order
registration will be deemed to be effective, or (ii) unless the conditions to
closing specified in the purchase agreement or underwriting agreement entered
into in connection with such registration are not satisfied, other than by
reason of an act or omission attributable to such Holders.
(d) SELECTION OF UNDERWRITERS. If a requested registration
pursuant to Section 1(a) involves an underwritten public offering, the managing
or lead underwriter shall be selected by NationsRent and shall be reasonably
acceptable to the Holders of at least a majority (by number of shares) of the
Registrable Securities as to which registration has been requested, which shall
not unreasonably withhold its acceptance of any such underwriters, and one
co-managing or co-lead underwriter shall be selected by the Holders of at least
a majority (by number of shares) of the Registrable Securities as to which
registration has been requested and shall be reasonably acceptable to
NationsRent, which shall not unreasonably withhold its acceptance of any such
co-managing or co-lead underwriter.
(e) PRIORITY ON DEMAND REGISTRATIONS. If a requested
registration pursuant to Section 1(a) involves an underwritten public offering
and the managing or lead underwriter advises NationsRent in writing, with a copy
to each Holder requesting registration, that in its opinion the number of
securities requested to be included in such registration (including securities
to be sold by NationsRent or by other persons who are not Holders of Registrable
Securities) exceeds the number of securities which can be sold in an orderly
manner in such offering within a price range acceptable to the Holders of at
least a majority (by number of shares) of the Registrable Securities to be
included in such registration without adversely affecting the marketability of
the offering, NationsRent shall include in such registration prior to the
inclusion of any securities which are not Registrable Securities the number of
Registrable Securities requested to be included which in the opinion of such
underwriters can be sold in an orderly manner within the price range of such
offering, pro rata among the respective Holders
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<PAGE> 3
thereof on the basis of the amount of Registrable Securities requested by each
such Holder to be included in such offering.
(f) RESTRICTIONS ON DEMAND REGISTRATION. NationsRent shall not
be obligated to effect any registration pursuant to Section 1(a) during any of
the following periods: (i) 30 days prior to the anticipated commencement of an
underwritten public offering by NationsRent of its equity securities and 90 days
subsequent to the consummation of such underwritten public offering unless, in
the good faith judgment of the managing or lead underwriter or underwriters
thereof, which is confirmed in writing, such filing would not have an adverse
effect on such offering, (ii) if such filing is prohibited by applicable law or
(iii) if NationsRent determines in good faith that the filing or effectiveness
of such registration statement would require NationsRent to disclose a material
financing, acquisition or other corporate transaction or development, and the
proper officers of NationsRent shall have determined in good faith that such
disclosure is not in the best interests of NationsRent, provided that
NationsRent may not delay the filing or effectiveness of any registration
statement pursuant to this Section 1(f) for more than an aggregate of 180 days
in any twelve-month period; provided, further, that NationsRent shall file the
registration statement and cause it to become effective as soon as reasonably
practicable after it shall determine in its good faith judgment that such
registration will not materially interfere with or materially adversely affect
the financing, acquisition or other corporate transaction or development.
2. PIGGYBACK REGISTRATION.
(a) RIGHT TO PIGGYBACK. The Holders of the Registrable
Securities are hereby granted the following piggyback registration rights with
respect to the Registrable Securities. Whenever NationsRent proposes to file a
registration statement, other than pursuant to Section 1(a) above, for the
registration of shares of its Common Stock in connection with an underwritten
primary public offering on behalf of NationsRent or an underwritten secondary
public offering on behalf of other persons who are not the Holders of
Registrable Securities, NationsRent will, prior to such filing, give fifteen
(15) days prior written notice to the Holders of its intention to do so and,
upon the written request of the Holders given within ten (10) days after receipt
of such notice, NationsRent shall, subject to the terms of this Agreement, use
its best reasonable efforts to cause the Registrable Securities which
NationsRent has been requested to register by such Holders to be registered
under the Securities Act to the extent necessary to permit their sale. If, at
any time after giving written notice of its intention to register any securities
and prior to the effective date of the registration statement filed in
connection with such registration, NationsRent shall determine for any reason
(other than by reason of acts or omissions attributable to any of the Holders)
either not to register or to delay registration of such securities, NationsRent
may, at its election, give written notice of such determination to each Holder
and, thereupon, (i) in the case of a determination not to register, shall be
relieved of its obligation to register any Registrable Securities in connection
with such registration (but not from its obligation to pay the Registration
Expenses in connection therewith), without prejudice, however, to the rights of
any Holders entitled to do so to request that such registration be effected as a
registration under Section 1(a), and (ii) in the case of a determination to
delay registration, shall be permitted to delay registering any Registrable
Securities, for the same period as the delay
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<PAGE> 4
in registering such other securities. No registration effected under this
Section 2(a) shall relieve NationsRent of its obligation to effect any
registration upon request under Section 1(a), nor shall any such registration
hereunder be deemed to have been effected pursuant to Section 1(a).
(b) PRIORITY IN PIGGYBACK REGISTRATIONS. In a requested
registration pursuant to Section 2(a), if the managing or lead underwriters
advise NationsRent in writing that in their opinion the number of securities
requested to be included in such registration exceeds the number which can be
sold in an orderly manner in such offering within a price range acceptable to
NationsRent or the other persons who are not Holders of Registrable Securities,
who requested the filing of a registration statement pursuant to Section 2(a)
above, NationsRent shall include in such registration (i) first, the securities
NationsRent proposes to sell, and (ii) second, the Registrable Securities and
securities held by other persons who are not Holders of Registrable Securities
requested to be included in such registration, pro rata among the Holders of
Registrable Securities and the other persons who are not holders of Registered
Securities on the basis of the number of shares requested by each such Holder of
Registrable Securities and each other person who is not a Holder of Registrable
Securities to be included in such offering.
3. HOLDBACK AGREEMENTS.
(a) So long as a Holder and its affiliates own Common Stock
and/or Preferred Stock convertible into Common Stock exceeding 5% of the Common
Stock of NationsRent then outstanding or such Holder has the right to designate
one or more directors to the board of directors of NationsRent (unless otherwise
required by the underwriters), such Holder of Registrable Securities shall not
effect any public sale or distribution (including sales pursuant to Rule 144) of
equity securities of NationsRent, or any securities convertible into or
exchangeable or exercisable for such securities, during the seven (7) days prior
to and the 90-day period beginning on the effective date of any underwritten
registration (except as part of such underwritten registration), unless the
underwriters managing the registered public offering agree to a shorter
restricted period for Messrs. Kirk or Huizenga.
(b) NationsRent (i) shall not effect any public sale or
distribution of its equity securities, or any securities convertible into or
exchangeable or exercisable for such securities, during the seven (7) days prior
to and during the 90-day period beginning on the effective date of any
underwritten demand registration or any underwritten piggyback registration
(except as part of such underwritten registration), unless the underwriters
managing the registered public offering otherwise agree, and (ii) shall use best
reasonable efforts to cause each holder of at least 5% (on a fully-diluted
basis) of its Common Stock, or any securities convertible into or exchangeable
or exercisable for Common Stock, purchased or acquired from NationsRent at any
time after the date of this Agreement (other than in a registered public
offering) to agree not to effect any public sale or distribution (including
sales pursuant to Rule 144) of any such securities during such period (except as
part of such underwritten registration, if otherwise permitted), unless the
underwriters managing the registered public offering otherwise agree.
4. REGISTRATION PROCEDURES. Whenever the Holders of Registrable Securities have
requested that any Registrable Securities be registered pursuant to this
Agreement, NationsRent
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<PAGE> 5
shall use its best reasonable efforts to effect the registration and the sale of
such Registrable Securities in accordance with the intended method of
disposition thereof, and pursuant thereto NationsRent shall as expeditiously as
possible:
(a) prepare and as soon as reasonably practicable file with
the SEC a registration statement with respect to such Registrable Securities and
use its best reasonable efforts to cause such registration statement to become
and remain effective (provided that before filing a registration statement or
prospectus or any amendments or supplements thereto, NationsRent shall furnish
to the counsel selected by the Holders of at least a majority (by number of
shares) of the Registrable Securities covered by such registration statement
copies of all such documents proposed to be filed, which documents shall be
subject to the review and comment of such counsel);
(b) notify each seller of Registrable Securities of the
effectiveness of each registration statement filed hereunder and prepare and
file with the SEC such amendments and supplements to such registration statement
and the prospectus used in connection therewith as may be necessary to keep such
registration statement effective for a period of not less than 180 days and
comply with the provisions of the Securities Act with respect to the disposition
of all securities covered by such registration statement during such period in
accordance with the intended methods of disposition by the sellers thereof set
forth in such registration statement;
(c) furnish to each seller of Registrable Securities such
number of copies of such registration statement, each amendment and supplement
thereto, the prospectus included in such registration statement (including each
preliminary prospectus) and such other documents as such seller may reasonably
request in order to facilitate the disposition of the Registrable Securities
owned by such seller;
(d) use its best reasonable efforts to register or qualify
such Registrable Securities under such other securities or blue sky laws of such
jurisdictions as any seller reasonably requests and do any and all other acts
and things which may be reasonably necessary or advisable to enable such seller
to consummate the disposition of the Registrable Securities owned by such seller
in such jurisdictions (provided that NationsRent shall not be required to (i)
qualify generally to do business in any jurisdiction where it would not
otherwise be required to qualify but for this subparagraph, (ii) subject itself
to taxation in any such jurisdiction or (iii) consent to general service of
process in any such jurisdiction);
(e) notify each seller of such Registrable Securities, at any
time when a prospectus relating thereto is required to be delivered under the
Securities Act, of the happening of any event as a result of which the
prospectus included in such registration statement contains an untrue statement
of a material fact or omits any material fact required to be stated therein or
necessary to make the statements therein not misleading in light of the
circumstances under which they were made, and, at the request of any such
seller, NationsRent shall promptly prepare a supplement or amendment to such
prospectus so that, as thereafter delivered to the purchasers of such
Registrable Securities, such prospectus shall not contain an untrue statement of
a material fact or omit to state any material fact required to be stated therein
or necessary to make the
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<PAGE> 6
statements therein not misleading in light of the circumstances under which they
were made;
(f) use its best reasonable efforts to cause all such
Registrable Securities to be listed on each securities exchange on which
securities of the same class are then listed;
(g) provide a transfer agent and registrar for all such
Registrable Securities not later than the effective date of such registration
statement;
(h) enter into such customary agreements (including
underwriting agreements in customary form) and take all such other actions
(including, without limitation, causing at least one member of senior management
of NationsRent to participate in any "road show" or "road shows") as the sellers
of at least a majority (by number of shares) of the Registrable Securities being
sold or the underwriters, if any, reasonably request in order to expedite or
facilitate the disposition of such Registrable Securities;
(i) make available for inspection by any seller of Registrable
Securities, any underwriter participating in any disposition pursuant to such
registration statement and any attorney, accountant or other agent retained by
any such seller or underwriter, all financial and other records, pertinent
corporate documents and properties of NationsRent, and cause NationsRent's
officers, directors, employees and independent accountants to supply all
information reasonably requested by any such seller, underwriter, attorney,
accountant or agent in connection with such registration statement;
(j) otherwise use its best reasonable efforts to comply with
all applicable rules and regulations of the SEC, and make available to its
stockholders, as soon as reasonably practicable, an earnings statement covering
the period of at least twelve months beginning with the first day of
NationsRent's first full calendar quarter after the effective date of the
registration statement, which earnings statement shall satisfy the provisions of
Section 11(a) of the Securities Act and Rule 158 thereunder;
(k) if and to the extent that any seller of Registrable
Securities, in its sole and exclusive judgment, might be deemed to be an
underwriter or a controlling person of NationsRent, permit such seller to
participate in the preparation of such registration or comparable statement and
require the insertion therein of material, furnished to NationsRent in writing,
which in the reasonable judgment of such seller and its counsel should be
included;
(l) in the event of the issuance of any stop order suspending
the effectiveness of a registration statement, or of any order suspending or
preventing the use of any related prospectus or suspending the qualification of
any Common Stock included in such registration statement for sale in any
jurisdiction, use its best reasonable efforts promptly to obtain the withdrawal
of such order;
(m) use its best reasonable efforts to cause such Registrable
Securities covered by such registration statement to be registered with or
approved by such other governmental agencies or authorities as may be necessary
to enable the sellers thereof to consummate the disposition of such Registrable
Securities; and
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<PAGE> 7
(n) furnish to each Holder of Registrable Securities a cold
comfort letter from NationsRent's independent public accountants in customary
form and covering such matters of the type customarily covered by cold comfort
letters as the sellers of at least a majority (by number of shares) of the
Registrable Securities being sold reasonably request, in form and substance
reasonably satisfactory to such Holder.
NationsRent will not file any registration statement or
amendment thereto or any prospectus or any supplement thereto (including such
documents incorporated by reference and proposed to be filed after the initial
filing of the registration statement) to which the Holders of at least a
majority (by number of shares) of Registrable Securities covered by such
registration statement or the underwriter or underwriters, if any, shall
reasonably object, provided that NationsRent may file such document in a form
required by law upon the advice of its counsel.
5. REGISTRATION EXPENSES. NationsRent will pay or cause to be paid all
Registration Expenses (as defined below) in connection with any registration of
Registrable Securities requested pursuant to this Agreement. "Registration
Expenses" means all expenses incident to NationsRent's performance of or
compliance with this Agreement, including without limitation, all registration
and filing fees, fees and expenses of compliance with securities or blue sky
laws, listing expenses, printing expenses, messenger and delivery expenses, fees
and disbursements of custodians, fees and disbursements of counsel for
NationsRent and all independent certified public accountants, underwriters
(excluding discounts and commissions) and other persons retained by NationsRent
and the reasonable fees and disbursements of one counsel chosen by the Holders
of at least a majority (by number of shares) of the Registrable Securities
included in such registration. Registration Expenses shall not include any taxes
payable in connection with the resale of the Registrable Securities.
6. INDEMNIFICATION.
(a) INDEMNIFICATION BY NATIONSRENT. NationsRent agrees to
indemnify, to the extent permitted by law, each Holder of Registrable
Securities, its officers, directors, partners, members, affiliates and each
person who controls such Holder (within the meaning of the Securities Act)
against all losses, claims, damages, liabilities and expenses arising out of or
based upon any untrue or alleged untrue statement of material fact contained in
any registration statement, prospectus or preliminary prospectus or any
amendment thereof or supplement thereto or any omission or alleged omission of a
material fact required to be stated therein or necessary to make the statements
therein not misleading, and, except as otherwise provided herein, NationsRent
will reimburse such Holder, officer, director, partner, member, affiliate and
controlling person for any legal or any other expenses reasonably incurred by
them in connection with investigating or defending against any such loss, claim.
damage, liability or expense, except insofar as the same arise from or are based
upon any information made in reliance upon and in conformity with written
information provided to NationsRent by such Holder expressly for use therein or
by such Holder's failure to deliver a copy of the final prospectus or any
amendments or supplements thereto after NationsRent has furnished such Holder
with a sufficient number of
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<PAGE> 8
copies of the same. In connection with an underwritten offering, NationsRent
shall indemnify such underwriters, their officers and directors and each person
who controls such underwriters (within the meaning of the Securities Act) to the
same extent as provided above with respect to the indemnification of the Holders
of Registrable Securities.
(b) INDEMNIFICATION BY THE HOLDERS. In connection with any
registration statement in which a Holder of Registrable Securities is
participating, each such Holder shall furnish to NationsRent in writing such
information and affidavits as NationsRent reasonably requests for use in
connection with any such registration statement or prospectus and, to the extent
permitted by law, shall indemnify NationsRent, its directors and officers and
each person who controls NationsRent (within the meaning of the Securities Act)
against any losses, claims, damages, liabilities and expenses arising out of or
based upon any untrue or alleged untrue statement of material fact contained in
the registration statement, prospectus or preliminary prospectus or any
amendment thereof or supplement thereto or any omission or alleged omission of a
material fact required to be stated therein or necessary to make the statements
therein not misleading, but only to the extent that such untrue statement or
omission is made in reliance upon and in conformity with written information
furnished to NationsRent by such Holder specifically stating that it is for use
in the preparation of such registration statement, prospectus or preliminary
prospectus, amendment or supplement; provided that the obligation to indemnify
shall be individual, not joint and several, for each Holder and shall be limited
to the net amount of proceeds received by such Holder from the sale of
Registrable Securities pursuant to such registration statement. In connection
with an underwritten offering, the selling Holders of Registrable Securities
shall indemnify such underwriters, their officers and directors and each person
who controls such underwriters (within the meaning of the Securities Act) to the
same extent as provided above with respect to the indemnification of
NationsRent.
(c) NOTICE OF CLAIMS. Any person entitled to indemnification
hereunder shall (i) give prompt written notice to the indemnifying party of any
claim with respect to which it seeks indemnification (provided that the failure
to give prompt notice shall not impair any person's right to indemnification
hereunder to the extent such failure has not prejudiced the indemnifying party)
and (ii) unless in such indemnified party's reasonable judgment a conflict of
interest between such indemnified and indemnifying parties may exist with
respect to such claim, permit such indemnifying party to assume the defense of
such claim with counsel reasonably satisfactory to the indemnified party;
provided, however, that any indemnified party may, at its own expense, retain
separate counsel to participate in such defense. If such defense is assumed, the
indemnifying party shall not be subject to any liability for any settlement made
by the indemnified party without its consent (but such consent shall not be
unreasonably withheld). No indemnifying party shall, without the consent of the
indemnified party, consent to entry of any judgment or enter into any settlement
that does not include as an unconditional term thereof the giving by the
claimant or plaintiff to such indemnified party of a release from all liability
in respect to such claim or litigation or which requires action other than the
payment of money by the indemnifying party. An indemnifying party who is not
entitled to, or elects not to, assume the defense of a claim shall not be
obligated to pay the fees and expenses of more than one counsel for all parties
indemnified by such indemnifying party with respect to such claim, unless in the
reasonable judgment of any indemnified party a conflict of interest may exist
between such
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<PAGE> 9
indemnified party and any other of such indemnified parties with respect to such
claim.
(d) SURVIVAL OF INDEMNIFICATION. The indemnification provided
for under this Agreement shall remain in full force and effect regardless of any
investigation made by or on behalf of the indemnified party or any officer,
director, partner, member, affiliate or controlling person of such indemnified
party and shall survive the transfer of securities.
(e) CONTRIBUTION. If the indemnification provided for in this
Section 6 is unavailable to an indemnified party in respect of any loss, claim,
damage, liability or expense referred to herein, then each indemnifying party,
in lieu of indemnifying such indemnified party, shall contribute to the amount
paid or payable by such indemnified party as a result of such loss, claim,
damage, liability or expense (i) in such proportion as is appropriate to reflect
the relative benefits received by NationsRent on the one hand and the Holder or
other person, as the case may be, on the other from the distribution of the
Registrable Securities or (ii) if the allocation provided by clause (i) above is
not permitted by applicable law, in such proportion as is appropriate to reflect
not only the relative benefits referred to in clause (i) above but also the
relative fault of NationsRent on the one hand and of the Holder or other person,
as the case may be, on the other in connection with the statements or omissions
which resulted in such loss, claim, damage, liability or expense, as well as any
other relevant equitable considerations. The relative benefits received by
NationsRent on the one hand and the Holder or other person, as the case may be,
on the other in connection with the distribution of the Registrable Securities
shall be deemed to be in the same proportion as the total net proceeds received
by NationsRent from the initial sale of the Registrable Securities by
NationsRent to the Holder pursuant to the Stock Purchase Agreement bear to the
gain, if any, realized by the selling Holder or the underwriting discounts and
commissions received by the underwriter, as the case may be. The relative fault
of NationsRent on the one hand and of the Holder or other person, as the case
may be, on the other shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or omission to
state a material fact relates to information supplied by NationsRent, by the
Holder or by the other person and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or
omission, provided that the foregoing contribution agreement shall not inure to
the benefit of any indemnified party if indemnification would be unavailable to
such indemnified party by reason of the provisions contained in the first
sentence of Section 6(a), and in no event shall the obligation of any
indemnifying party to contribute under this Section 6(e) exceed the amount that
such indemnifying party would have been obligated to pay by way of
indemnification if the indemnification provided for under this Section 6 had
been available under the circumstances.
The Company and the Holders of Registrable Securities agree that it
would not be just and equitable if contribution pursuant to this Section 6(e)
were determined by pro rata allocation (even if the Holders and any underwriters
were treated as one entity for such purpose) or by any other method of
allocation that does not take account of the equitable considerations referred
to in the immediately preceding paragraph. The amount paid or payable by an
indemnified party as a result of the losses, claims, damages, liabilities or
expenses referred to in the immediately preceding paragraph shall be deemed to
include, subject to the limitations set forth in the preceding sentence and
Section 6(c), any legal or other expenses reasonably incurred by such
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<PAGE> 10
indemnified party in connection with investigating or defending any such action
or claim.
Notwithstanding the provisions of this Section 6(e), no Holder of
Registrable Securities or underwriter shall be required to contribute any amount
in excess of the amount by which (i) in the case of any such Holder, the net
proceeds received by such Holder from the sale of Registrable Securities or (ii)
in the case of an underwriter, the total price at which the Registrable
Securities purchased by it and distributed to the public were offered to the
public exceeds, in any such case, the amount of any damages that such Holder or
underwriter has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation.
7. PARTICIPATION IN UNDERWRITTEN REGISTRATIONS. No Holder may participate in any
registration hereunder which involves an underwritten offering unless such
Holder (i) agrees to sell such Holder's securities on the basis provided in any
underwriting arrangements approved by the parties entitled hereunder to approve
such arrangements and (ii) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents required
under the terms of such underwriting arrangements; provided that no Holder of
Registrable Securities included in any underwritten registration shall be
required to make any representations or warranties to NationsRent or the
underwriters (other than representations and warranties regarding such Holder
and such Holder's intended method of distribution) or to undertake any
indemnification obligations to NationsRent or the underwriters with respect
thereto, except as otherwise provided in paragraph 6 hereof.
8. OTHER AGREEMENTS. NationsRent shall not enter into any agreement or
instrument which would conflict with or result in a material breach or violation
of any of the terms or provisions of this Agreement. In addition, NationsRent
shall not enter into any agreement or instrument with any person which grants
such person demand registration rights similar to those in Section 1(a) which
preclude the Holders of Registrable Securities from exercising their rights
pursuant to Section 2(a) hereof in connection with any registration statement
filed pursuant to which such person will sell securities of NationsRent.
9. TAG-ALONG RIGHTS.
(a) CERTAIN DEFINITIONS.
(i) The term "Huizenga Shares" means all shares of Common
Stock beneficially owned by H. Wayne Huizenga as of
the date hereof, and any of such shares which are
subsequently transferred to a Huizenga Transferee
(such persons, the "Huizenga Stockholders").
(ii) The term "Huizenga Transferee" means (i) any member
of Mr. Huizenga's immediate family, or (ii) any
trust, limited partnership or similar entity
controlled by H. Wayne Huizenga or any members of Mr.
Huizenga's
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<PAGE> 11
immediate family, or with respect to which he has or
they have a beneficial interest.
(iii) The term "Kirk Shares" means all shares of Common
Stock beneficially owned by James L. Kirk or Kirk
Holdings Limited Partnership as of the date hereof,
and any such shares which are subsequently
transferred to a Kirk Transferee (such persons, the
"Kirk Stockholders").
(iv) The term "Kirk Transferee" means (i) any member of
Mr. Kirk's immediate family, or (ii) any trust,
limited partnership or similar entity controlled by
James L. Kirk, Kirk Holdings Limited Partnership or
any member of Mr. Kirk's immediate family, or with
respect to which he has or they have a beneficial
interest.
(v) The term "Tag-Along Sale" means any transaction or
series of transactions occurring at substantially the
same time (other than underwritten offerings,
transfers for tax or estate planning purposes or any
pledge as security in a bona fide loan transaction
and any related foreclosure or margin sales) which
involves the sale by any Huizenga Stockholder or Kirk
Stockholder, or both, of shares of Common Stock,
representing 2% or more of the outstanding shares of
Common Stock, calculated on a fully-diluted basis for
all outstanding options, warrants and other
securities convertible into or exchangeable for
shares of Common Stock, including but not limited to
the Registrable Securities.
(b) TAG-ALONG RIGHT. Prior to the fifth anniversary of the
Second Closing, in connection with any proposed Tag-Along Sale, the Huizenga
Stockholders and the Kirk Stockholders participating in such sale shall afford
the Holders (pro rata among such Holders) the opportunity to participate in such
sale, on the same terms and conditions as such Huizenga Stockholders and Kirk
Stockholders, with respect to the number of shares of Common Stock equal to the
number derived by multiplying the total number of shares proposed to be sold in
the Tag-Along Sale by a fraction, the numerator of which is the total number of
shares of Common Stock then held by the Holders (including shares issuable upon
the conversion of shares of Preferred Stock) and the denominator of which is the
sum of (i) the total number of shares of Common Stock then held by the Holders
(including shares issuable upon the conversion of shares of Preferred Stock),
(ii) the total number of Huizenga Shares then held by the Huizenga Stockholders
if any Huizenga Stockholder is participating in such sale and (iii) the total
number of Kirk Shares then held by the Kirk Stockholders if any Kirk Stockholder
is participating in such sale.
(c) NOTICES. The Huizenga Stockholders or the Kirk
Stockholders participating in any Tag-Along Sale shall, at least five (5) days
prior to the Tag-Along Sale, give written notice to the Holders providing a
summary of the terms of the proposed sale and the number of Huizenga Shares and
Kirk Shares proposed to be sold in such Tag-Along Sale. Each Holder may exercise
its right to participate in such Tag-Along Sale by providing written notice to
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<PAGE> 12
any of the Huizenga Stockholders or Kirk Stockholders participating in such
Tag-Along Sale, stating the number of shares of Common Stock that the Holder
wishes to sell the Tag-Along Sale. If no Tag-Along Notice is received by the
Huizenga Stockholders or the Kirk Stockholders in the five (5) day period prior
to the proposed sale, the Huizenga Stockholders and the Kirk Stockholders shall
have the right for a 30-day period to sell up to the proposed number of shares
on terms and conditions no more favorable in any material respect than those
stated in the notice provided to the Holders pursuant to the first sentence of
this Section 9(c) (provided that, in connection with any proposed Tag-Along Sale
intended to be substantially at market price, the sales price can be
substantially at market).
(d) CERTAIN TRANSFERS. No transfer of Huizenga Shares to a
Huizenga Transferee and no transfer of Kirk Shares to a Kirk Transferee will be
made unless the Huizenga Transferee or the Kirk Transferee, as the case may be,
agrees to be bound by the provisions of this Section 9; provided that shares of
Common Stock which are sold by either Mr. Huizenga or Mr. Kirk to any Huizenga
Transferee or Kirk Transferee, respectively, in a bona fide sale transaction at
fair market value shall not be deemed to be held by the respective transferee
for purposes of any Tag-Along Sale.
10. DEFINITIONS. As used in this Agreement, the following terms shall have the
following respective meanings:
"Affiliate" shall have the meaning attributed thereto under
Rule 12b-2 under the Exchange Act.
"Exchange Act" means the Securities Exchange Act of 1934, as
amended, or any similar federal statute, and the rules and regulations
promulgated thereunder, all as the same shall be in effect at the time.
"Registrable Securities" shall mean, as of any date of
determination, outstanding shares of Common Stock that were issued by
NationsRent upon the conversion of the Preferred Stock, shares of Common Stock
issuable by NationsRent upon conversion of any Preferred Stock and any other
shares of capital stock of NationsRent issued in respect of any of the foregoing
as a result of stock splits, stock dividends, reclassification,
recapitalization, mergers, consolidations or similar events; provided that any
such securities shall no longer be Registrable Securities if such securities
have been resold or exchanged pursuant to an effective registration statement or
pursuant to Rule 144 under the Securities Act.
"SEC" means the Securities and Exchange Commission.
"Securities Act" means the Securities Act of 1933, as amended,
or any similar federal statute, and the rules and regulations promulgated
thereunder, all as the same shall be in effect at the time.
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<PAGE> 13
11. MISCELLANEOUS.
(a) NOTICE GENERALLY. Any notice, request, consent, approval,
declaration, delivery or other communication hereunder to be made pursuant to
the provisions of this Agreement shall be sufficiently given or made if in
writing and either delivered in person with receipt acknowledged, delivered by
reputable overnight courier, telecopied and confirmed separately in writing by a
copy mailed or sent by registered or certified mail, return receipt requested,
postage prepaid, to the appropriate address or addresses set forth in the Stock
Purchase Agreement.
(b) SUCCESSORS AND ASSIGNS. This Agreement shall inure to the
benefit of and be binding upon the successors and assigns of each of the parties
hereto; provided that neither of the Holders may assign, delegate or otherwise
transfer any of its rights, interests or obligations under this Agreement,
without the prior written consent of NationsRent, except to the other Holder or
an Affiliate of either of the Holders or of Investcorp S.A. In no event,
however, may either of the Holders or Affiliates of either of the Holders
assign, delegate or otherwise transfer any of the Tag- Along Rights provided in
Section 9 of this Agreement except to the other Holder or an Affiliate of either
of the Holders or of Investcorp S.A.
(c) GOVERNING LAW. This Agreement shall be governed by the
laws of the State of Delaware, without regard to the provisions thereof relating
to conflict of laws.
(d) SEVERABILITY. Wherever possible, each provision of this
Agreement shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement shall be prohibited by or
invalid under applicable law, such provisions shall be ineffective to the extent
of such prohibition or invalidity, without invalidating the remainder of such
provision or the remaining provisions of this Agreement.
(e) ENTIRE AGREEMENT. This Agreement, together with the Stock
Purchase Agreement, is intended by the parties as a final expression of their
agreement and intended to be a complete exclusive statement of the agreement and
understanding of the parties hereto in respect of the subject matter contained
herein and therein. There are no restrictions, promises, warranties or
undertakings, other than those set forth or referred to herein and therein. This
Agreement supersedes all prior agreements and understandings between the parties
with respect to the subject matter hereof.
(f) COUNTERPARTS. This Agreement may be executed in separate
counterparts, each of which shall collectively and separately, constitute one
agreement.
[signatures following on next page]
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<PAGE> 14
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
NATIONSRENT, INC.
By:
-----------------------------
Name:
------------------------
Title:
-----------------------
NR HOLDINGS LIMITED
By:
-----------------------------
Name: The Director Ltd.
------------------------
Title: Director
-----------------------
NR INVESTMENTS LIMITED
By:
-----------------------------
Name: The Director Ltd.
------------------------
Title: Director
-----------------------
JAMES L. KIRK
H. WAYNE HUIZENGA
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