<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
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)
January 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 19
- ---------------------------- ---------------------------
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 25,692,047(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
21.6%
- --------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
PN
- --------------------------------------------------------------------------------
(1) The Reporting Persons (as hereinafter defined) may be deemed to
beneficially own 25,692,047 shares of NationsRent, Inc. common stock, par value
$0.01 per share (the "Common Stock") representing approximately 46.1% 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 19
- ---------------------------- ---------------------------
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 25,692,047(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
21.6%
- --------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- --------------------------------------------------------------------------------
(1) The Reporting Persons may be deemed to beneficially own 25,692,047
shares of Common Stock representing approximately 46.1% 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 19
- ---------------------------- ---------------------------
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 25,692,047(1)
REPORTING --------------------------------------------
PERSON SOLE DISPOSITIVE POWER
WITH 9
12,000,100
--------------------------------------------
SHARED DISPOSITIVE POWER
10
-0-
- --------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
12,000,100
- --------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
12 SHARES* [X]
- --------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
21.6%
- --------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IN
- --------------------------------------------------------------------------------
(1) The Reporting Persons may be deemed to beneficially own 25,692,047
shares of Common Stock representing approximately 46.1% 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 19 PAGES
--------------------- ----- -----
(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 25,692,047(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)
21.6%
---------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
CO
---------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) The Reporting Persons may be deemed to beneficially own 25,692,047
shares of Common Stock representing approximately 46.1% 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 19 PAGES
--------------------- ----- -----
(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 25,692,047 (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)
21.6%
---------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
IN
---------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) The Reporting Persons may be deemed to beneficially own 25,692,047 shares
of Common Stock representing approximately 46.1% 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 19 PAGES
- ---------------------------- ---------------------------
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
Delaware
- --------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 0
SHARES --------------------------------------------
BENEFICIALLY SHARED VOTING POWER
OWNED BY 8
EACH 25,692,047 (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 25,692,047 shares
of Common Stock representing approximately 46.1% 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 19 PAGES
- ---------------------------- ---------------------------
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 25,692,047 (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 25,692,047 shares
of Common Stock representing approximately 46.1% 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 19 PAGES
- ---------------------------- ---------------------------
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 25,692,047 (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 25,692,047 shares
of Common Stock representing approximately 46.1% 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
PAGE 10 OF 19
This Amendment No. 1 to Schedule 13D ("Amendment No. 1")
amends in its entirety the Statement on Schedule 13D filed on December 28, 1998
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") with respect to their
ownership of NationsRent, Inc. (the "Company" or "Issuer") common stock, par
value $.01 per shares (the "Common Stock"). Amendment No. 1 also amends on
Schedule 13D the Statement on Schedule 13G filed on February 4, 1999 by and on
behalf of H. Family Investments, Inc., a Florida corporation ("HFI") and H.
Wayne Huizenga, Jr. (collectively, the "HFI Reporting Persons") with respect to
their ownership of Common Stock. Amendment No. 1 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 2, the Kirk
Reporting Persons, the HFI 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 and the Huizenga 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 the 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.
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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS
OR OTHER CONSIDERATION.
Mr. Kirk and HFI were co-founders of the Issuer in August 1997
and, along with certain other founders of the Issuer, contributed an aggregate
of approximately $48.4 million in equity capital to the Issuer which was funded
at various times from September 1997 through June 1998 as required to complete
acquisitions. Upon the founding of the Issuer, Mr. Kirk and HFI received 5,000
shares of Common Stock each. Mr. Kirk's and HFI's 5,000 shares of Common Stock
were each recapitalized by the Issuer into 12,000,000 shares of Common Stock
immediately prior to the Issuer's initial public offering. On September 2, 1998,
Mr. Kirk acquired an additional 100 shares of Common Stock in open market
purchases. Mr. Kirk used personal funds for the acquisition of shares of Common
Stock. On December 16, 1998, Mr. Kirk transferred 12,000,000 shares of Common
Stock to KHLP.
Mr. Huizenga acquired his 1,632,047 shares of Common Stock in
a private placement made by the Issuer on June 2, 1998 to HILP. Mr. Huizenga
was granted options to purchase an aggregate 60,000 shares of Common Stock in
connection with his service as a member of the Issuer's Board of Directors.
This Amendment No. 1 is filed as a result of the execution of
a Voting Agreement (the "Voting Agreement"), dated as of January 20, 1999, by
and among the Issuer, Rental Services Corporation, a Delaware corporation
("RSC"), KHLP, HILP and HFI. No payments are required to be made by the
Reporting Persons in connection with the Voting Agreement.
ITEM 4. PURPOSE OF TRANSACTION.
The Voting Agreement was entered into in connection with the
execution of an Agreement and Plan of Merger, dated as of January 20, 1999 (the
"Merger Agreement"), by and among RSC and the Issuer, as an inducement and a
condition to RSC's entering into the Merger Agreement.
Pursuant to the Merger Agreement, the Issuer will be merged
with and into RSC (the "Merger"), with RSC continuing as the surviving
corporation. The name of the combined company after the Merger will be RSC
NationsRent. Each share of Common Stock outstanding immediately prior to the
Merger will be converted into .355 of a share of RSC Common Stock upon
consummation of the Merger. The consummation of the Merger is subject to
approval by the Issuer's stockholders, reorganization tax treatment and the
receipt of certain regulatory approvals, including expiration of the applicable
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976
and other closing conditions.
To effect the Merger, each of the Reporting Persons has
agreed, pursuant to the Voting Agreement, that, so long as the Issuer's Board of
Directors has not withdrawn its recommendation to the Issuer's stockholders to
vote in favor of the Merger, at any meeting of the stockholders of the Issuer,
such Reporting Person will vote (or cause to be voted) the shares of Common
Stock held of record (to the extent such person also has the right to vote such
shares) or beneficially owned (to the extent such person also has the right to
vote such shares) by such Reporting Person in favor of the Merger, the adoption
of the Merger Agreement and each of the other transactions contemplated by the
Merger Agreement.
The Voting Agreement terminates upon the earlier to occur of
(i) the Effective Time (as such term is defined in the Merger Agreement) of the
Merger, (ii) the date the Issuer's Board of Directors withdraws or adversely
modifies its approval or recommendation of the Merger to its stockholders and
(iii) the date the Merger Agreement is terminated in accordance with its terms.
Under the terms of the Voting Agreement, 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.
<PAGE> 11
PAGE 11 OF 19
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) and (b) Immediately prior to the execution of the
Voting Agreement, Mr. Kirk, KHLP and KHI were deemed to beneficially own
12,000,100 shares of Common Stock, representing approximately 21.6% of the
outstanding shares of Common Stock, calculated in accordance with Rule 13d-3
under the Exchange Act (based on 55,618,024 shares of Common Stock issued and
outstanding as of January 20, 1999). At such time, each of Mr. Kirk, KHLP and
KHI had the sole power to vote and dispose of each of the 12,000,100 shares of
Common Stock which were deemed to be beneficially owned. Subject to the last
paragraph of this Item 5, pursuant to the Voting Agreement and solely with
respect to the proposed Merger, Mr. Kirk, KHLP and KHI may be deemed to share
voting power with respect to an aggregate of 25,692,047 shares of the Issuer's
Common Stock, which shares constitute approximately 46.1% of the shares of the
Issuer's Common Stock outstanding as of January 20, 1999.
Immediately prior to the execution of the Voting Agreement, Mr.
Huizenga, Jr. and HFI were deemed to beneficially own 12,000,000 shares of
Common Stock, representing approximately 21.6% of the outstanding shares of
Common Stock, calculated in accordance with Rule 13d-3 under the Exchange Act
(based upon 55,618,024 shares of Common Stock issued and outstanding as of
January 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, pursuant to the Voting Agreement and solely with respect to the proposed
Merger, Mr. Huizenga, Jr. and HFI may be deemed to beneficially own and share
voting power with respect to an aggregate of 25,692,047 shares of the Issuer's
Common Stock, which shares constitute approximately 46.1% of the shares of the
Issuer's Common Stock outstanding as of January 20, 1999.
Immediately prior to the execution of the Voting Agreement, 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
Agreement 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 55,618,024 shares of Common Stock issued and
outstanding as of January 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, pursuant to the Voting Agreement and solely with respect to the
proposed Merger, Mr. Huizenga, HLP and HII may be deemed to beneficially own and
share voting power with respect to an aggregate of 25,692,047 shares of the
Issuer's Common Stock, which shares constitute approximately 46.1% of the shares
of the Issuer's common Stock outstanding as of January 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).
This Amendment No. 1 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. 1
is filed on behalf of the Reporting Persons and is not filed on behalf of RSC.
(c) 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.
(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 February 12, 1999, by
and among the Reporting Persons.
Exhibit 2 Voting Agreement, dated as of January 20, 1999, by
and among RSC, the Issuer and each of the
Reporting Persons.
<PAGE> 12
PAGE 12 OF 19
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: February 16, 1999
<PAGE> 13
PAGE 13 OF 19
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: February 16, 1999
<PAGE> 14
PAGE 14 OF 19
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: February 16, 1999
<PAGE> 15
PAGE 15 OF 19
SIGNATURE
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
February 16, 1999
<PAGE> 16
PAGE 16 OF 19
SIGNATURE
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.
February 16, 1999
<PAGE> 17
PAGE 17 OF 19
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
February 16, 1999
<PAGE> 18
PAGE 18 OF 19
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
February 16, 1999
<PAGE> 19
PAGE 19 OF 19
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
February 16, 1999
<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 with
Rental Services Corporation dated as of January 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 February 16, 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
<PAGE> 1
EXHIBIT 2
VOTING AGREEMENT
VOTING AGREEMENT, dated as of January 20, 1999 (the
"Agreement"), between the undersigned holders (collectively the "Holders" and
each a "Holder") of shares of the common stock, $.01 par value (the "NationsRent
Common Stock"), of NATIONSRENT, INC., a Delaware corporation ("NationsRent"),
and RENTAL SERVICES CORPORATION, a Delaware corporation ("RSC").
RECITALS
NationsRent and RSC propose to enter into an Agreement and
Plan of Merger dated the date hereof (the "Merger Agreement"; capitalized terms
not otherwise defined herein being used herein as therein defined), pursuant to
which NationsRent would be merged (the "Merger") with and into RSC, and each
outstanding share of NationsRent Common Stock would be converted into the right
to receive 0.355 of a share (collectively, "RSC Shares") of RSC Common Stock;
As a condition of its entering into the Merger Agreement, RSC
has requested each Holder to agree, and each Holder has agreed, to enter into
this Agreement;
Prior to the date hereof, RSC and the Holders had no
agreement, arrangement or understanding (as such terms are used in Section 203
of the Delaware General Corporation Law (the "DGCL")) for the purpose of
acquiring, holding, voting or disposing of shares of NationsRent Common Stock;
and
In consideration for the agreements contained herein, prior to
the execution hereof, and prior to RSC becoming an "interested stockholder" for
purposes of Section 203 of the DGCL, the board of the directors of NationsRent
has approved this Agreement, the Merger Agreement and the transactions
contemplated hereby and thereby, including the agreement of the Holders to vote
as provided in Section 2 of this Agreement.
AGREEMENT
NOW, THEREFORE, the parties hereto agree as follows:
1. REPRESENTATIONS AND WARRANTIES OF THE HOLDERS. Each Holder, with
respect to itself and its Subject Securities, represents and warrants, severally
and not jointly, to RSC as follows:
A. OWNERSHIP OF SECURITIES. Each Holder is, as of the date
hereof, the record and/or beneficial owner of the number of shares of
NationsRent Common Stock (the "Existing Securities") (together with any
shares of NationsRent
<PAGE> 2
Common Stock or other securities of NationsRent hereafter acquired by
the Holder and reduced by and such shares or other securities hereafter
disposed of by Holder, the "Subject Securities") set forth on the
signature page to this Agreement. Such Holder does not beneficially or
of record own any securities of NationsRent on the date hereof other
than the Existing Securities. The Holder has sole voting power and sole
power to issue instructions with respect to the voting of the Existing
Securities, sole power of disposition, sole power of exercise and the
sole power to demand appraisal rights, except as described on Schedule
1.A, in each case with respect to all of the Existing Securities,
except as indicated on said Schedule and, on the date of the
NationsRent Stockholders Meeting (as defined in the Merger Agreement),
will have the sole voting power and power to issue instructions with
respect to the voting of all of such Holder's Subject Securities, the
sole powers of disposition, exercise and the sole power to demand
appraisal rights, in each case with respect to all of such Holder's
Subject Securities, except as described on Schedule 1.A.
B. POWER; BINDING AGREEMENT. Each Holder has the legal
capacity, power and authority to enter into and perform all of such
Holder's obligations under this Agreement. The execution, delivery and
performance of this Agreement by each Holder will not violate any other
agreement relating to the Subject Securities to which the Holder is a
party, including, without limitation, any voting agreement,
shareholder's agreement, partnership agreement or voting trust. This
Agreement has been duly and validly executed and delivered by such
Holder and constitutes a valid and binding agreement of such Holder,
enforceable against such Holder in accordance with its terms, except
that (i) such enforcement may be subject to applicable bankruptcy,
insolvency or other similar laws, now or hereafter in effect, affecting
creditors' rights generally, and (ii) the remedy of specific
performance and injunctive and other forms of equitable relief may be
subject to equitable defenses and to the discretion of the court before
which any proceeding therefor may be brought.
2. AGREEMENT TO VOTE SHARES. At every meeting of the stockholders of
NationsRent called with respect to any of the following, and at every
adjournment thereof, each Holder, severally and not jointly, agrees that, so
long as the NationsRent Board of Directors has not withdrawn its recommendation
to NationsRent shareholders to vote in favor of the Merger, it shall vote all
the Subject Securities as to which it has power to vote in any such vote in
favor of the Merger, the adoption of the Merger Agreement and each of the other
transactions contemplated by the Merger Agreement. Each Holder agrees that
during the term of this Agreement it shall not dispose of its
voting power with respect to any shares of NationsRent Common Stock for which it
retains dispositive power.
3. REPRESENTATIONS AND WARRANTIES OF RSC. RSC has full corporate power
and authority to enter into and perform all of RSC's obligations under this
Agreement. This Agreement has been duly and validly executed and delivered by
RSC and constitutes a valid and binding agreement of RSC, enforceable against
RSC in accordance with its
<PAGE> 3
terms, except that (i) such enforcement may be subject to applicable bankruptcy,
insolvency or other similar laws, now or hereafter in effect, affecting
creditors' rights generally, and (ii) the remedy of specific performance and
injunctive and other forms of equitable relief may be subject to equitable
defenses and to the discretion of the court before which any proceeding therefor
may be brought.
4. FIDUCIARY DUTIES. Notwithstanding anything in this Agreement to the
contrary, the covenants and agreements set forth herein shall not prevent any
Holders serving on NationsRent's Board of Directors from taking any action,
subject to applicable provisions of the Merger Agreement, which such director
shall deem to be required by his fiduciary duties to NationsRent or its
stockholders while acting in such person's capacity as a director of
NationsRent.
5. ASSIGNMENT; BENEFITS. This Agreement may not be assigned by any
party hereto without the prior written consent of the other party and any
purported assignment thereof shall be void. This Agreement shall be binding
upon, and shall inure to the benefit of, the Holders, RSC and their respective
successors and permitted assigns, including, without limitation, any transferee
of the Subject Securities (i) which is an affiliate of or related to, or is an
entity for the benefit of any such affiliate or relative of, any Holder or (ii)
for nominal consideration.
6. NOTICES. All notices and other communications given or made pursuant
hereto shall be in writing and shall be deemed to have been duly given or made
if and when delivered personally or by overnight courier or sent by electronic
transmission, with confirmation received, as specified below:
If to each Holder:
AT THE ADDRESSES SET FORTH ON THE SIGNATURE PAGES HERETO
If to Rental Service Corporation:
6929 East Greenway Parkway
Suite 200
Scottsdale, Arizona 85254
Attention: Robert Wilson
Telecopier: (602) 905-3300
With a copy to:
Latham & Watkins
633 West Fifth Street, Suite 4000
Los Angeles, California 90071-2007
Telecopier No.: (213) 891-8763
Telephone No.: (213) 485-1234
<PAGE> 4
Attention: Zan Blendell
or to such other address or telecopy number as any party may have furnished to
the other parties in writing in accordance herewith.
7. SPECIFIC PERFORMANCE. The parties hereto agree that irreparable harm
would occur in the event that any of the provisions of this Agreement were not
performed in accordance with its specific terms or were otherwise breached. It
is accordingly agreed that the parties shall be entitled to an injunction or
injunctions to prevent breaches of this Agreement and to enforce specifically
the terms and provisions hereof in any court of the United States or any state
thereof having jurisdiction, this being in addition to any other remedy to which
they are entitled at law or in equity.
8. AMENDMENT. This Agreement may not be amended or modified, except by
an instrument in writing signed by or on behalf of each of the parties hereto.
This Agreement may not be waived by either party hereto, except by an instrument
in writing signed by or on behalf of the party granting such waiver.
9. GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL.
(a) This Agreement shall be deemed to be made in, and in all respects
shall be interpreted, construed and governed by and in accordance with the laws
of the State of Delaware applicable to contracts to be performed wholly in such
State. The parties hereby (i) irrevocably submit to the jurisdiction of the
Chancery Court of the State of Delaware and federal courts of the United States
of America located in the State of Delaware solely in respect of the
interpretation and enforcement of the provisions of this Agreement and in
respect of the transactions contemplated hereby and (ii) waive, and agree not to
assert, as a defense in any action, suit or proceeding for the interpretation or
enforcement hereof, that it is not subject to such jurisdiction or that such
action, suit or proceeding may not be brought or is not maintainable in said
courts or that the venue thereof may not be appropriate or that this Agreement
may not be enforced in or by such courts, and the Parties irrevocably agree that
all claims with respect to such action or proceeding shall be heard and
determined in such a federal court. The parties hereby consent to and grant any
such court jurisdiction over the person of such Parties and over the subject
matter of such dispute and agree that mailing of process or other papers in
connection with any such action or proceeding in the manner provided in
Paragraph 6 (Notices), or in such other manner as may be permitted by law, shall
be valid and sufficient service thereof.
(b) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY
ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT
ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY
WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT.
EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR
ATTORNEY OF
<PAGE> 5
SUCH PARTY HAS BEEN AUTHORIZED BY SUCH PARTY TO REPRESENT OR, TO THE KNOWLEDGE
OR SUCH PARTY, HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY
WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER,
(ii) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS
WAIVER, (iii) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (iv) EACH SUCH
PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE
MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9(b).
10. COUNTERPARTS. This Agreement may be executed in counterparts, each
of which shall be deemed an original, but all of which together shall constitute
one and the same agreement.
11. DEFINED TERMS. Terms used herein but not otherwise defined shall
have the meanings set forth in the Merger Agreement.
12. TERMINATION. This Agreement shall terminate upon the earliest to
occur of (i) the Effective Time of the Merger; (ii) the date that the
NationsRent board of directors withdraws or adversely modifies its approval or
recommendation to shareholders of the Merger; and (iii) the date of termination
of the Merger Agreement. The date and time at which this Agreement is terminated
in accordance with this Section 12 is referred to herein as the "Termination
Date." Upon any termination of this Agreement, this Agreement shall thereupon
become void and of no further force and effect, and there shall be no liability
in respect of this Agreement or of any transactions contemplated hereby or by
the Merger Agreement on the part of any party hereto or any of its directors,
officers, partners, stockholders, employees, agents, advisors, representatives
or affiliates; provided, however, that nothing herein shall relieve any party
from any liability for such party's willful breach of this Agreement; and
provided further that nothing herein shall limit, restrict, impair, amend or
otherwise modify the rights, remedies, obligations or liabilities of any person
under any other contract or agreement, including, without limitation, the Merger
Agreement.
<PAGE> 6
IN WITNESS WHEREOF, this Agreement has been executed by or on
behalf of each of the parties hereto, all as of the date first above written.
RENTAL SERVICES CORPORATION
By: /s/ Martin R. Reid
-----------------------------------
Martin R. Reid, CEO
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE> 7
HOLDER: HUIZENGA INVESTMENTS LIMITED PARTNERSHIP
By: HUIZENGA INVESTMENTS INC, its General Partner
By: /s/ Cris V. Branden
--------------------------------
Cris V. Branden
Title/Authority: Treasurer
Address: 450 E. Las Olas Blvd., 15th Floor
Fort Lauderdale, FL 33301
Facsimile: (954) 627-5080
with a copy to:
-------------------------
-------------------------
-------------------------
Facsimile:
---------------
Shares of Common Stock: 1,692,047
---------
<PAGE> 8
HOLDER: KIRK HOLDINGS LIMITED PARTNERSHIP
By: KIRK HOLDINGS, INC., its General Partner
By: /s/ James L. Kirk
-----------------------------
James L. Kirk
Title/Authority: President, Treasurer, Secretary
Address:
Facsimile:
with a copy to:
-------------------------
-------------------------
-------------------------
Facsimile:
---------------
Shares of Common Stock: 12,000,000
----------
<PAGE> 9
HOLDER: H. FAMILY INVESTMENTS, INC.
By: /s/ Cris V. Branden
--------------------------------
Cris V. Branden
Title/Authority: Vice President
Address: 450 E. Las Olas Blvd., 15th Floor
Fort Lauderdale, FL 33301
Facsimile: (954) 627-5080
with a copy to:
-------------------------
-------------------------
-------------------------
Facsimile:
---------------
Shares of Common Stock: 12,000,000
----------
