<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 5)
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 S.E. Third Ave., Miami, FL 33131
TEL. NO. (305) 374-5600
-----------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
AUGUST 2, 2000
-----------------------------------------------------------
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition 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 1 of 23 Pages)
<PAGE> 2
-------------------------------------------------------------------------------
CUSIP NO. 638588 10 3 13D PAGE 2 OF 23 PAGES
-------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
1 S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
KIRK HOLDINGS LIMITED PARTNERSHIP, A NEVADA LIMITED PARTNERSHIP
----------- -------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
2 (b) [X]
----------- -------------------------------------------------------------------
SEC USE ONLY
3
----------- -------------------------------------------------------------------
SOURCE OF FUNDS*
4
OO
----------- -------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
5
----------- -------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
NEVADA
----------- -------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF - 0 -
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
------------------------------ --------- --------------------------------------
SHARED VOTING POWER
8
25,901,312(1)
------------------------------ --------- --------------------------------------
SOLE DISPOSITIVE POWER
9
11,999,265
------------------------------ --------- --------------------------------------
SHARED DISPOSITIVE POWER
10
- 0 -
----------- -------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
11,999,265(1)
----------- -------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [X]
12
----------- -------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
21%
----------- -------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
----------- -------------------------------------------------------------------
(1) The Reporting Persons may be deemed to be members of a group that
beneficially owns 25,901,312 shares of Common Stock representing approximately
44% of the outstanding shares of Common Stock pursuant to voting agreements
described in the Introduction and in Items 3 and 4 of this Statement. Each of
the Reporting Persons disclaims beneficial ownership of the shares of Common
Stock attributed to each of them pursuant to such voting agreements.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
-------------------------------------------------------------------------------
CUSIP NO. 638588 10 3 13D PAGE 2 OF 23 PAGES
-------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
1 S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
KIRK HOLDINGS, INC., A NEVADA CORPORATION
----------- --------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [ ]
(b) [X]
----------- --------------------------------------------------------------------
SEC USE ONLY
3
----------- --------------------------------------------------------------------
SOURCE OF FUNDS*
4
OO
----------- --------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
5
----------- --------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
NEVADA
----------- --------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF - 0 -
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
------------------------------ --------- ---------------------------------------
SHARED VOTING POWER
8
25,901,312(1)
------------------------------ --------- ---------------------------------------
SOLE DISPOSITIVE POWER
9
11,999,265
------------------------------ --------- ---------------------------------------
SHARED DISPOSITIVE POWER
10
- 0 -
------------------------------ --------- ---------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
11,999,265 (1)
----------- --------------------------------------------------------------------
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%
----------- --------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
----------- --------------------------------------------------------------------
<PAGE> 4
-------------------------------------------------------------------------------
CUSIP NO. 638588 10 3 13D PAGE 4 OF 23 PAGES
-------------------------------------------------------------------------------
(1) The Reporting Persons may be deemed to be members of a group that
beneficially owns 25,901,312 shares of Common Stock representing approximately
44% of the outstanding shares of Common Stock pursuant to voting agreements
described in the Introduction and in Items 3 and 4 of this Statement. Each of
the Reporting Persons disclaims beneficial ownership of the shares of Common
Stock attributed to each of them pursuant to such voting agreements.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 5
-------------------------------------------------------------------------------
CUSIP NO. 638588 10 3 13D PAGE 5 OF 23 PAGES
-------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
1 S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
JAMES L. KIRK
----------- -------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
2 (b) [X]
----------- -------------------------------------------------------------------
SEC USE ONLY
3
----------- -------------------------------------------------------------------
SOURCE OF FUNDS*
4
OO
----------- -------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
5
----------- -------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
UNITED STATES OF AMERICA
----------- -------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF - 0 -
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
------------------------------ --------- --------------------------------------
SHARED VOTING POWER
8
25,901,312(1)
------------------------------ --------- --------------------------------------
SOLE DISPOSITIVE POWER
9
12,199,265
------------------------------ --------- --------------------------------------
SHARED DISPOSITIVE POWER
10
- 0 -
------------------------------ --------- --------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
12,199,265 (1)
----------- -------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [X]
12
----------- -------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
21%
----------- -------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
----------- -------------------------------------------------------------------
(1) The Reporting Persons may be deemed to be members of a group that
beneficially owns 25,901,312 shares of Common Stock representing approximately
44% of the outstanding shares of Common Stock pursuant to voting agreements
described in the Introduction and in Items 3 and 4 of this Statement. Each of
the Reporting Persons disclaims beneficial ownership of the shares of Common
Stock attributed to each of them pursuant to such voting agreements.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 6
--------------------------------------------------------------------------------
CUSIP NO. 638588 10 3 13D PAGE 6 OF 23 PAGES
--------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
1 S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
H. FAMILY INVESTMENTS, INC.
----------- --------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
2 (b) [X]
----------- --------------------------------------------------------------------
SEC USE ONLY
3
----------- --------------------------------------------------------------------
SOURCE OF FUNDS*
4
OO
----------- --------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
5
----------- --------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
FLORIDA
----------- --------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF - 0 -
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
------------------------------ --------- ---------------------------------------
SHARED VOTING POWER
8
25,901,312(1)
------------------------------ --------- ---------------------------------------
SOLE DISPOSITIVE POWER
9
12,000,000
------------------------------ --------- ---------------------------------------
SHARED DISPOSITIVE POWER
10
- 0 -
------------------------------ --------- ---------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
12,000,000 (1)
----------- --------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [X]
12
----------- --------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
21%
----------- --------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
----------- --------------------------------------------------------------------
(1) The Reporting Persons may be deemed to be members of a group that
beneficially owns 25,901,312 shares of Common Stock representing approximately
44% of the outstanding shares of Common Stock pursuant to voting agreements
described in the Introduction and in Items 3 and 4 of this Statement. Each of
the Reporting Persons disclaims beneficial ownership of the shares of Common
Stock attributed to each of them pursuant to such voting agreements.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 7
--------------------------------------------------------------------------------
CUSIP NO. 638588 10 3 13D PAGE 7 OF 23 PAGES
--------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
1 S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
H. WAYNE HUIZENGA, JR.
----------- --------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
2 (b) [X]
----------- --------------------------------------------------------------------
SEC USE ONLY
3
----------- --------------------------------------------------------------------
SOURCE OF FUNDS*
4
OO
----------- --------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
5
----------- --------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
UNITED STATES OF AMERICA
----------- --------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF - 0 -
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
------------------------------ --------- ---------------------------------------
SHARED VOTING POWER
8
25,901,312(1)
------------------------------ --------- ---------------------------------------
SOLE DISPOSITIVE POWER
9
12,000,000
------------------------------ --------- ---------------------------------------
SHARED DISPOSITIVE POWER
10
- 0 -
------------------------------ --------- ---------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
12,000,000 (1)
----------- --------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [X]
12
----------- --------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
21%
----------- --------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
----------- --------------------------------------------------------------------
(1) The Reporting Persons may be deemed to be members of a group that
beneficially owns 25,901,312 shares of Common Stock representing approximately
44% of the outstanding shares of Common Stock pursuant to voting agreements
described in the Introduction and in Items 3 and 4 of this Statement. Each of
the Reporting Persons disclaims beneficial ownership of the shares of Common
Stock attributed to each of them pursuant to such voting agreements.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 8
--------------------------------------------------------------------------------
CUSIP NO. 638588 10 3 13D PAGE 8 OF 23 PAGES
--------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
1 S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
HUIZENGA INVESTMENTS LIMITED PARTNERSHIP
----------- --------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
2 (b) [X]
----------- --------------------------------------------------------------------
SEC USE ONLY
3
----------- --------------------------------------------------------------------
SOURCE OF FUNDS*
4
OO
----------- --------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
5
----------- --------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
NEVADA
----------- --------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF - 0 -
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
------------------------------ --------- ---------------------------------------
SHARED VOTING POWER
8
25,901,312(1)
------------------------------ --------- ---------------------------------------
SOLE DISPOSITIVE POWER
9
1,632,047
------------------------------ --------- ---------------------------------------
SHARED DISPOSITIVE POWER
10
- 0 -
------------------------------ --------- ---------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,632,047 (1)
----------- --------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [X]
12
----------- --------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
3%
----------- --------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
----------- --------------------------------------------------------------------
(1) The Reporting Persons may be deemed to be members of a group that
beneficially owns 25,901,312 shares of Common Stock representing approximately
44% of the outstanding shares of Common Stock pursuant to voting agreements
described in the Introduction and in Items 3 and 4 of this Statement. Each of
the Reporting Persons disclaims beneficial ownership of the shares of Common
Stock attributed to each of them pursuant to such voting agreements.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 9
--------------------------------------------------------------------------------
CUSIP NO. 638588 10 3 13D PAGE 9 OF 23 PAGES
--------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
1 S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
HUIZENGA INVESTMENTS, INC.
----------- --------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
2 (b) [X]
----------- --------------------------------------------------------------------
SEC USE ONLY
3
----------- --------------------------------------------------------------------
SOURCE OF FUNDS*
4
OO
----------- --------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
5
----------- --------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
NEVADA
----------- --------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF - 0 -
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
------------------------------ --------- ---------------------------------------
SHARED VOTING POWER
8
25,901,312(1)
------------------------------ --------- ---------------------------------------
SOLE DISPOSITIVE POWER
9
1,632,047
------------------------------ --------- ---------------------------------------
SHARED DISPOSITIVE POWER
10
- 0 -
------------------------------ --------- ---------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,632,047 (1)
----------- --------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [X]
12
----------- --------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
3%
----------- --------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
----------- --------------------------------------------------------------------
(1) The Reporting Persons may be deemed to be members of a group that
beneficially owns 25,901,312 shares of Common Stock representing approximately
44% of the outstanding shares of Common Stock pursuant to voting agreements
described in the Introduction and in Items 3 and 4 of this Statement. Each of
the Reporting Persons disclaims beneficial ownership of the shares of Common
Stock attributed to each of them pursuant to such voting agreements.
<PAGE> 10
--------------------------------------------------------------------------------
CUSIP NO. 638588 10 3 13D PAGE 10 OF 23 PAGES
--------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
1 S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
H. WAYNE HUIZENGA
----------- --------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
2 (b) [X]
----------- --------------------------------------------------------------------
SEC USE ONLY
3
----------- --------------------------------------------------------------------
SOURCE OF FUNDS*
4
OO
----------- --------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
5
----------- --------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
UNITED STATES OF AMERICA
----------- --------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF - 0 -
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
------------------------------ --------- ---------------------------------------
SHARED VOTING POWER
8
25,901,312(1)
------------------------------ --------- ---------------------------------------
SOLE DISPOSITIVE POWER
9
1,702,047
------------------------------ --------- ---------------------------------------
SHARED DISPOSITIVE POWER
10
- 0 -
------------------------------ --------- ---------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,702,047 (1)
----------- --------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [X]
12
----------- --------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
3%
----------- --------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
----------- --------------------------------------------------------------------
(1) The Reporting Persons may be deemed to be members of a group that
beneficially owns 25,901,312 shares of Common Stock representing approximately
44% of the outstanding shares of Common Stock pursuant to voting agreements
described in the Introduction and in Items 3 and 4 of this Statement. Each of
the Reporting Persons disclaims beneficial ownership of the shares of Common
Stock attributed to each of them pursuant to such voting agreements.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 11
--------------------------------------------------------------------------------
CUSIP NO. 638588 10 3 13D PAGE 11 OF 23 PAGES
--------------------------------------------------------------------------------
This Amendment No. 5 to Schedule 13D ("Amendment No.5") amends the
Amendment No. 4 to Schedule 13D filed on August 31, 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"); and 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. 5 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, 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 of Mr.
Huizenga, Jr.'s investments in publicly-traded and other companies. 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.
The names, address and principal occupations of each executive officer
and director of HII, all of whom are United States citizens, are as follows:
<TABLE>
<CAPTION>
------------------------- -------------------------- ------------------------------------ -----------------------------------
NAME TITLE BUSINESS ADDRESS PRINCIPAL OCCUPATION
------------------------- -------------------------- ------------------------------------ -----------------------------------
<S> <C> <C> <C>
Richard C. Rochon President and Director Huizenga Holdings, Inc. President of Huizenga Holdings,
450 East Las Olas Blvd. Inc.
Suite 1500
Ft. Lauderdale, FL 33301
------------------------- -------------------------- ------------------------------------ -----------------------------------
Cris V. Branden Treasurer, Vice President Huizenga Holdings, Inc. Vice President of Huizenga
and Director 450 East Las Olas Blvd. Holdings, Inc.
Suite 1500
Ft. Lauderdale, FL 33301
------------------------- -------------------------- ------------------------------------ -----------------------------------
William M. Pierce Secretary Huizenga Holdings, Inc. Vice President of Huizenga
450 East Las Olas Blvd. Holdings, Inc.
Suite 1500
Ft. Lauderdale, FL 33301
------------------------- -------------------------- ------------------------------------ -----------------------------------
Monte Miller Director and Assistant Huizenga Investments, Inc. President of Nevada Holdings
Treasurer P.O. Box 50102 Services Corp., a provider of
Henderson, NV 89106 corporate services
------------------------- -------------------------- ------------------------------------ -----------------------------------
</TABLE>
<PAGE> 12
--------------------------------------------------------------------------------
CUSIP NO. 638588 10 3 13D PAGE 12 OF 23 PAGES
--------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------
CUSIP NO. 638588 10 3 13D PAGE 13 OF 23 PAGES
--------------------------------------------------------------------------------
ITEM 3. SOURCE AND AMOUNT OF FUNDS
OR OTHER CONSIDERATION.
This Amendment No. 5 is filed as a result of the execution of Voting
Agreements (the "Voting Agreements"), dated as of August 2, 2000, by KHLP, HILP,
and HFI. No payments are required to be made by the Reporting Persons in
connection with the Voting Agreements.
Pursuant to the Voting Agreements, the Reporting Persons may be deemed
to be part of a "group" for purposes of Section 13 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), whose members collectively hold
25,901,312 shares of Common Stock representing approximately 44% of the
outstanding shares of Common Stock as of August 2, 2000. Each Reporting Person
disclaims its membership in such group and disclaims beneficial ownership of any
shares of stock held by any party to the Voting Agreements (other than itself)
or any other Reporting Person attributed to them by reason of the Voting
Agreements. The filing of this Statement shall not be construed as an admission
that the Reporting Persons are the beneficial owners of such shares or that the
Reporting Persons constitute a group. Each Reporting Person is not responsible
for the accuracy of any information filed in this Statement relating to any
Reporting Person other than itself and its related persons or entities.
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 August 2, 2000
(the "Purchase Agreement"), by and among the Issuer, NR2 Holdings Limited, a
Caymen Islands corporation, DB Capital Investors, L.P., a Delaware limited
partnership, J.P.Morgan Capital Corporation, a Delaware corporation, and Sixty
Wall Street Fund, L.P., a Delaware limited partnership (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 B Convertible Preferred Stock, par value
$.01 per share, (the "Preferred Stock") for an aggregate purchase price of $100
million. Purchasers purchased 52,000 shares of Preferred Stock on August 2, 2000
for $52,000,000. 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 representatives of
the Issuer 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.
The Reporting Persons intend to hold the Common Stock for investment
purposes. Except as disclosed in this Statement, none of the Reporting Persons,
or to their knowledge, any other person named in Item 2 above, have any plans or
proposals which relate to or would result in any of the events or transactions
described in Item 4(a) through 4(j) of Schedule 13D.
<PAGE> 14
--------------------------------------------------------------------------------
CUSIP NO. 638588 10 3 13D PAGE 14 OF 23 PAGES
--------------------------------------------------------------------------------
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) and (b) KHLP and KHI beneficially own 11,999,265 shares of Common
Stock, and Mr. Kirk beneficially owns 12,199,265 shares of Common Stock
(including 200,000 shares of Common Stock issuable upon the exercise of
immediately exercisable options, which shares are subject to the Voting
Agreements upon issuance, and the 11,999,265 shares beneficially owned by KHLP
and KHI) representing approximately 21% of the outstanding shares of Common
Stock, calculated in accordance with Rule 13d-3 under the Exchange Act (based on
58,352,704 shares of Common Stock issued and outstanding as of August 2, 2000
and with respect to Mr. Kirk, based upon 58,352,704 shares of Common Stock plus
the 200,000 shares of Common Stock issuable upon the exercise of immediately
exercisable options). Mr. Kirk, KHLP and KHI have the sole power to vote and
dispose of each of the 11,999,265 shares of Common Stock which they beneficially
own. Also, Mr. Kirk has the sole power to vote and dispose of the 200,000 shares
of Common Stock issuable upon the exercise of immediately exercisable options he
beneficially owns in addition to the 11,999,265 shares he beneficially owns with
KHLP and KHI.
Mr. Huizenga, Jr. and HFI beneficially own 12,000,000 shares of Common
Stock, representing approximately 21% of the outstanding shares of Common Stock,
calculated in accordance with Rule 13d-3 under the Exchange Act (based upon
58,352,704 shares of Common Stock issued and outstanding as of August 2, 2000).
Each of Mr. Huizenga Jr. and HFI have the sole power to vote and dispose of each
of the 12,000,000 shares of Common Stock which they beneficially own.
HILP and HII beneficially own 1,632,047 shares of Common Stock and Mr.
Huizenga beneficially owns 1,702,047 shares of Common Stock (including 70,000
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% of the outstanding shares of Common Stock,
calculated in accordance with Rule 13d-3 under the Exchange Act (based upon
58,352,704 shares of Common Stock issued and outstanding as of August 2, 2000
plus the 70,000 shares of Common Stock issuable upon the exercise of immediately
exercisable options). Each of Mr. Huizenga, HILP and HII have the sole power to
vote and dispose of each of the 1,632,047 shares of Common Stock which they
beneficially own. Also, Mr. Huizenga has the sole power to vote and dispose of
the 70,0000 shares of Common Stock issuable upon the exercise of immediately
exercisable options he beneficially owns in addition to the 1,632,047 shares he
beneficially owns with HILP AND HII.
This Amendment No. 5 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 whithin 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.
<PAGE> 15
--------------------------------------------------------------------------------
CUSIP NO. 638588 10 3 13D PAGE 15 OF 23 PAGES
--------------------------------------------------------------------------------
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
Exhibit 1 - Joint Filing Agreement, dated August 11, 2000, by and among
the Reporting Persons.
Exhibit 2 - Voting Agreements, dated as of August 2, 2000, by each of
the Reporting Persons.
Exhibit 3 - Registration Rights Agreement dated August 2, 2000, by and
among the Issuer, the Purchasers, Messrs. Kirk and Huizenga and other
security holders. (Incorporated by reference to the Issuer's Quarterly
Report on Form 10-Q for the quarter ended June 30, 2000 filed with the
SEC on August 11, 2000.)
<PAGE> 16
--------------------------------------------------------------------------------
CUSIP NO. 638588 10 3 13D PAGE 16 OF 23 PAGES
--------------------------------------------------------------------------------
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: August 14, 2000
<PAGE> 17
--------------------------------------------------------------------------------
CUSIP NO. 638588 10 3 13D PAGE 17 OF 23 PAGES
--------------------------------------------------------------------------------
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: August 14, 2000
<PAGE> 18
--------------------------------------------------------------------------------
CUSIP NO. 638588 10 3 13D PAGE 18 OF 23 PAGES
--------------------------------------------------------------------------------
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/ James L. Kirk
-----------------------
James L. Kirk
Dated: August 14, 2000
<PAGE> 19
--------------------------------------------------------------------------------
CUSIP NO. 638588 10 3 13D PAGE 19 OF 23 PAGES
--------------------------------------------------------------------------------
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
each of the undersigned certificates 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
Dated: August 14, 2000
<PAGE> 20
--------------------------------------------------------------------------------
CUSIP NO. 638588 10 3 13D PAGE 20 OF 23 PAGES
--------------------------------------------------------------------------------
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
each of the undersigned certificates that the information set forth in this
statement is true, complete and correct.
By: /s/ H. Wayne Huizenga, Jr.
--------------------------
H. Wayne Huizenga, Jr.
Dated: August 14, 2000
<PAGE> 21
--------------------------------------------------------------------------------
CUSIP NO. 638588 10 3 13D PAGE 21 OF 23 PAGES
--------------------------------------------------------------------------------
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
each of the undersigned certificates 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
Dated: August 14, 2000
<PAGE> 22
--------------------------------------------------------------------------------
CUSIP NO. 638588 10 3 13D PAGE 22 OF 23 PAGES
--------------------------------------------------------------------------------
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
each of the undersigned certificates 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
Dated: August 14, 2000
<PAGE> 23
--------------------------------------------------------------------------------
CUSIP NO. 638588 10 3 13D PAGE 23 OF 23 PAGES
--------------------------------------------------------------------------------
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
each of the undersigned certificates that the information set forth in this
statement is true, complete and correct.
/s/ H. Wayne Huizenga
-------------------------
H. Wayne Huizenga
Dated: August 14, 2000
<PAGE> 24
--------------------------------------------------------------------------------
CUSIP NO. 638588 10 3 13D PAGE 24 OF 25 PAGES
--------------------------------------------------------------------------------
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 certain Voting Agreements dated as of
August 2, 2000. In the event the Voting Agreements terminate, 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 August 14, 2000
KIRK HOLDINGS LIMITED PARTNERSHIP
By: KIRK HOLDINGS, INC.,
as general partner
By: /s/ James L. Kirk
-------------------------------
James L. Kirk, President,
Treasurer and Secretary
KIRK HOLDINGS, INC.
By: /s/ James L. Kirk
-------------------------------
James L. Kirk, President, Treasurer
and Secretary
/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.
<PAGE> 25
--------------------------------------------------------------------------------
CUSIP NO. 638588 10 3 13D PAGE 25 OF 25 PAGES
--------------------------------------------------------------------------------
HUIZENGA INVESTMENTS LIMITED PARTNERSHIP
By: HUIZENGA INVESTMENTS, INC.,
as 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> 26
EXHIBIT 2
VOTING AGREEMENT AND PROXY
For the purpose of inducing NR2 Holdings Limited, a company organized
under the laws of the Cayman Islands, DB Capital Investors, L.P., a Delaware
limited partnership, J.P. Morgan Capital Corporation, a Delaware corporation,
Sixty Wall Street Fund, L.P., a Delaware limited partnership (together, the
"Purchasers") and NationsRent, Inc., a Delaware corporation ("NRI"), to enter
into a Preferred Stock Purchase Agreement (the "Purchase Agreement") among the
Purchasers and 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 B Convertible
Preferred Stock, par value $.01 per share, of NRI (the "Preferred Stock") for an
aggregate purchase price of $100 million, the undersigned stockholder of NRI:
1) hereby agrees 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 (i)
approval of the Transaction, (ii) approval of the issuance of
Common Stock of NRI ("Common Stock") upon conversion of the
Preferred Stock and (iii) approval of the issuance of Common
Stock or securities convertible into or exercisable for Common
Stock to the holders of the Preferred Stock or their
transferees upon exercise of their preemptive rights; and
2) hereby appoints Gene J. Ostrow and Joseph H. Izhakoff, and
each of them, as the proxy of the undersigned, each with full
power of substitution, and with NRI also having 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 accordance with
paragraph (a) above.
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).
<PAGE> 27
IN WITNESS WHEREOF, the undersigned has executed this Voting Agreement
and Proxy as of this 2nd day of August, 2000.
Kirk Holdings Limited Partnership
By: Kirk Holdings, Inc., as general partner
By: /s/ James L. Kirk
----------------------------------------
James L. Kirk
President, Treasurer and Secretary
<PAGE> 28
VOTING AGREEMENT AND PROXY
For the purpose of inducing NR2 Holdings Limited, a company organized
under the laws of the Cayman Islands, DB Capital Investors, L.P., a
Delaware limited partnership and J.P. Morgan Capital Corporation, a Delaware
corporation (together, the "Purchasers") and NationsRent, Inc., a Delaware
corporation ("NRI") to enter into a Preferred Stock Purchase Agreement (the
"Purchase Agreement") among the Purchasers and 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 B Convertible Preferred Stock, par value $.01 per share, of NRI (the
"Preferred Stock") for an aggregate purchase price of $100 million, the
undersigned stockholder of NRI:
1) hereby agrees 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 (i)
approval of the Transaction, (ii) approval of the issuance of
Common Stock of NRI ("Common Stock") upon conversion of the
Preferred Stock and (iii) approval of the issuance of Common
Stock or securities convertible into or exercisable for Common
Stock to the holders of the Preferred Stock or their
transferees upon exercise of their preemptive rights; and
2) hereby appoints Gene J. Ostrow and Joseph H. Izhakoff and each
of them, as the proxy of the undersigned, each with full power
of substitution, and with NRI also having 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 accordance with
paragraph (a) above.
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).
<PAGE> 29
IN WITNESS WHEREOF, the undersigned has executed this instrument as of
this 2nd day of August, 2000.
H. Family Investments, Inc.,
By: /s/ Cris V. Branden
------------------------
Name: Cris V. Branden
Title: Vice President
<PAGE> 30
VOTING AGREEMENT AND PROXY
For the purpose of inducing NR2 Holdings Limited, a company organized
under the laws of the Cayman Islands, DB Capital Investors, L.P., a
Delaware limited partnership and J.P. Morgan Capital Corporation, a Delaware
corporation (together, the "Purchasers") and NationsRent, Inc., a Delaware
corporation ("NRI") to enter into a Preferred Stock Purchase Agreement (the
"Purchase Agreement") among the Purchasers and 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 B Convertible Preferred Stock, par value $.01 per share, of NRI (the
"Preferred Stock") for an aggregate purchase price of $100 million, the
undersigned stockholder of NRI:
1) hereby agrees 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 (i)
approval of the Transaction, (ii) approval of the issuance of
Common Stock of NRI ("Common Stock") upon conversion of the
Preferred Stock and (iii) approval of the issuance of Common
Stock or securities convertible into or exercisable for Common
Stock to the holders of the Preferred Stock or their
transferees upon exercise of their preemptive rights; and
2) hereby appoints Sean Madden, Simon Moore, Jon Matteson and
Gene J. Ostrow and Joseph H. Izhakoff and each of them, as the
proxy of the undersigned, each with full power of
substitution, and with NRI also having 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 accordance with
paragraph (a) above.
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).
<PAGE> 31
IN WITNESS WHEREOF, the undersigned has executed this instrument as of
this 2nd day of August, 2000.
Huizenga Investments Limited Partnership
By: Huizenga Investments, Inc., as
general partner
By: /s/ Cris V. Branden
-----------------------------------
Name: Cris V. Branden
Title: Treasurer
