-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Rp5eZC22MOTqJSi8VjZBGPH140zy/yR/3BSmMK3uiqsJXdO9mUUHHcgC+K9+wjUO r93slG0JiFIhODIthnyoYA== /in/edgar/work/20000620/0000892917-00-000050/0000892917-00-000050.txt : 20000920 0000892917-00-000050.hdr.sgml : 20000920 ACCESSION NUMBER: 0000892917-00-000050 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000620 GROUP MEMBERS: CECIL D. ANDRUS GROUP MEMBERS: DAVID R. ROSENCRANTZ, M.D. GROUP MEMBERS: DONALD W. REMLINGER GROUP MEMBERS: FREDERICK L. ZEHNDER GROUP MEMBERS: GEORGE H. KUPER GROUP MEMBERS: GORDON A. RECK GROUP MEMBERS: GUY R. WOLCOTT GROUP MEMBERS: JAMES G. PETCOFF GROUP MEMBERS: JOON S. MOON GROUP MEMBERS: MARK BROWN GROUP MEMBERS: MICHAEL J. ANNECHINO GROUP MEMBERS: ROSENBAUM PAUL A GROUP MEMBERS: THOMAS S. COUSINS, JR. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RENTRAK CORP CENTRAL INDEX KEY: 0000800458 STANDARD INDUSTRIAL CLASSIFICATION: [7822 ] IRS NUMBER: 930780536 STATE OF INCORPORATION: OR FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-39481 FILM NUMBER: 657362 BUSINESS ADDRESS: STREET 1: ONE AIRPORT CTR STREET 2: 7700 N E AMBASSADOR PL CITY: PORTLAND STATE: OR ZIP: 97220 BUSINESS PHONE: 5032847581 MAIL ADDRESS: STREET 1: 7227 NE 55TH AVENUE CITY: PORTLAND STATE: OR ZIP: 97218 FORMER COMPANY: FORMER CONFORMED NAME: NATIONAL VIDEO INC DATE OF NAME CHANGE: 19881004 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ROSENBAUM PAUL A CENTRAL INDEX KEY: 0001115667 STANDARD INDUSTRIAL CLASSIFICATION: [ ] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 6656 PENNINSULA WAY CITY: LAINGSBURG STATE: MI ZIP: 48848 BUSINESS PHONE: 5174876390 MAIL ADDRESS: STREET 1: 350 N NINTH STREET STREET 2: SUITE 202 CITY: BOISE STATE: ID ZIP: 83702 SC 13D/A 1 0001.txt AMENDMENT 1 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (AMENDMENT NO. 1) UNDER THE SECURITIES EXCHANGE ACT OF 1934 Rentrak Corporation - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.001 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 760174 2 - -------------------------------------------------------------------------------- (CUSIP Number) Mary Ann Frantz, Esq. Miller Nash LLP 111 S.W. Fifth Avenue, Suite 3500 Portland, Oregon 97204 (503) 224-5858 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 13, 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 schedule because of Rule 13d-1(b)(3) or (4), check the following box: [ ] (Continued on following pages) (Page 1 of 17 pages) CUSIP No. 7601742 Page 2 of 17 Pages - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS Thomas S. Cousins, Jr. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) N/A - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS * PF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States citizen - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED BY 65,000 EACH REPORTING PERSON ----------------------------------------------------- WITH 8 SHARED VOTING POWER -0- ----------------------------------------------------- 9 SOLE DISPOSITIVE POWER 65,000 ----------------------------------------------------- 10 SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 65,000 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.6% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN ================================================================================ * SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 7601742 Page 3 of 17 Pages - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS David R. Rosencrantz I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) N/A - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS * PF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States citizen - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED BY 6,000 EACH REPORTING PERSON ----------------------------------------------------- WITH 8 SHARED VOTING POWER 57,700 ----------------------------------------------------- 9 SOLE DISPOSITIVE POWER 6,000 ----------------------------------------------------- 10 SHARED DISPOSITIVE POWER 57,700 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 63,700 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.6% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN ================================================================================ * SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 7601742 Page 4 of 17 Pages ITEM 1. SECURITY AND ISSUER. This statement relates to the common stock, $.001 par value, of Rentrak Corporation ("Rentrak"), an Oregon corporation, with its principal executive offices located at 7700 NE Ambassador Place, Portland, Oregon 97220. ITEM 2. IDENTITY AND BACKGROUND. The names, addresses, principal occupations or employment, involvement in certain legal proceedings, and citizenship of the persons filing this statement are as follows: Cecil D. Andrus (a) Cecil D. Andrus (b) 350 N. Ninth Street, Boise, Idaho 83702 (c) Mr. Andrus is Chairman of the Center for Public Policy, Boise State University, Boise, Idaho. (d) Mr. Andrus, during the last five years, has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Mr. Andrus, during the last five years, has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in Mr. Andrus being at any time 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. (f) United States citizen. Michael J. Annechino (a) Michael J. Annechino (b) 13305 N.E. 2nd Court, Vancouver, Washington 98685 (c) Mr. Annechino has his own financial consulting business, PCSG, Inc., located at 13305 N.E. 2nd Court, Vancouver, Washington 98685. (d) Mr. Annechino, during the last five years, has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Mr. Annechino, during the last five years, has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in Mr. Annechino being at any time subject to a judgment, CUSIP No. 7601742 Page 5 of 17 Pages 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. (f) United States citizen. Mark A. Brown (a) Mark A. Brown (b) 2730 N.E. Riverside Way, Portland, Oregon 97211 (c) Mr. Brown is vice president/finance of VWR Scientific Products, a wholesale distributor of scientific equipment, supplies, chemicals and furniture, located at 2730 N.E. Riverside Way, Portland, Oregon 97211. (d) Mr. Brown, during the last five years, has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Mr. Brown, during the last five years, has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in Mr. Brown being at any time 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. (f) United States citizen. Thomas S. Cousins, Jr. (a) Thomas S. Cousins, Jr. (b) 540 Columbine Avenue, Broomfield, Colorado (c) Mr. Cousins is an investment executive with U.S. Bancorp Piper Jaffray, 1327 Spruce Street, Boulder, Colorado 80302. (d) Mr. Cousins, during the last five years, has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Mr. Cousins, during the last five years, has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in Mr. Cousins being at any time 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. CUSIP No. 7601742 Page 6 of 17 Pages (f) United States citizen. George H. Kuper (a) George H. Kuper (b) 3600 Green Court, Ann Arbor, Michigan 48105 (c) Mr. Kuper has his own consulting business in the areas of public policy, environmental and energy issues located at 3600 Green Court, Ann Arbor, Michigan 48105. (d) Mr. Kuper, during the last five years, has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Mr. Kuper, during the last five years, has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in Mr. Kuper being at any time 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. (f) United States citizen. Joon S. Moon (a) Joon S. Moon (b) 11000 Mt. Rose Highway, Reno, Nevada 89511 (c) Mr. Moon is chairman of Rooto Corporation, a manufacturer of industrial and household chemicals, located at 3505 West Grand River Avenue, Howell, Michigan 48843. (d) Mr. Moon, during the last five years, has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Mr. Moon, during the last five years, has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in Mr. Moon being at any time 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. (f) United States citizen. James G. Petcoff (a) James G. Petcoff CUSIP No. 7601742 Page 7 of 17 Pages (b) 28819 Franklin Road, Southfield, Michigan 48034 (c) Mr. Petcoff is president and chief executive officer of North Pointe Financial Services, a provider of insurance and other financial services, located at 28819 Franklin Road, Southfield, Michigan 48034. (d) Mr. Petcoff, during the last five years, has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Mr. Petcoff, during the last five years, has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in Mr. Petcoff being at any time 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. (f) United States citizen. Gordon A. Reck (a) Gordon A. Reck (b) 17108 Mack, Grosse Pointe, Michigan 48230 (c) Mr. Reck is an associate broker at Jim Saros Agency, a realtor located at 17108 Mack, Grosse Pointe, Michigan 48230. (d) Mr. Reck, during the last five years, has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Mr. Reck, during the last five years, has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in Mr. Reck being at any time 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. (f) United States citizen. Donald W. Remlinger (a) Donald W. Remlinger (b) 9 Brigade Hill Road, Morristown, New Jersey 07960 (c) Mr. Remlinger is president of Bristol Management Corp., a financial consulting company, located at 9 Brigade Hill Road, Morristown, New Jersey 07960. CUSIP No. 7601742 Page 8 of 17 Pages (d) Mr. Remlinger, during the last five years, has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Mr. Remlinger, during the last five years, has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in Mr. Remlinger being at any time 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. (f) United States citizen. Paul A. Rosenbaum (a) Paul A. Rosenbaum (b) 127 E. Washtenaw, Lansing, Michigan 48933 (c) Mr. Rosenbaum is chief executive officer of SWR Corporation, a company that designs, tests and markets new industrial chemicals, located at 127 E. Washtenaw, Lansing, Michigan 48933. (d) Mr. Rosenbaum, during the last five years, has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Mr. Rosenbaum, during the last five years, has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in Mr. Rosenbaum being at any time 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. (f) United States citizen. David R. Rosencrantz (a) David R. Rosencrantz (b) 2222 N.W. Lovejoy, Ste. 416, Portland, Oregon 97210 (c) Dr. Rosencrantz is a urologist practicing at 2222 N.W. Lovejoy, Ste. 416, Portland, Oregon 97210. (d) Dr. Rosencrantz, during the last five years, has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). CUSIP No. 7601742 Page 9 of 17 Pages (e) Dr. Rosencrantz, during the last five years, has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in Dr. Rosencrantz being at any time 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. (f) United States citizen. Guy R. Wolcott (a) Guy R. Wolcott (b) 2050 N.W. Burnside, Gresham, Oregon 97030. (c) Mr. Wolcott is president of his own plumbing contracting business, Wolcott Plumbing, located at 2050 N.W. Burnside, Gresham, Oregon 97030. (d) Mr. Wolcott, during the last five years, has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Mr. Wolcott, during the last five years, has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in Mr. Wolcott being at any time 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. (f) United States citizen. Frederick L. Zehnder (a) Frederick L. Zehnder (b) 504 N. Franklin, Frankenmuth, Michigan 48734 (c) Dr. Zehnder practices as an optometrist at 504 N. Franklin, Frankenmuth, Michigan 48734. (d) Dr. Zehnder, during the last five years, has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Dr. Zehnder, during the last five years, has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in Dr. Zehnder being at any time subject to a judgment, CUSIP No. 7601742 Page 10 of 17 Pages 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. (f) United States citizen. Information with respect to each person filing this statement is given solely by such person and no person has responsibility for the accuracy or completeness of the information supplied by another person. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION The person filing this statement used personal funds to acquire the securities listed in Item 5 below except as follows: (a) Mark A. Brown has borrowed $138,000 to purchase or hold Rentrak common stock through a margin account with First Union Brokerage Services, Inc. (b) Gordon A. Reck has borrowed a total of approximately $75,800 to purchase Rentrak common stock through margin accounts with A.G. Edwards, Inc., First Union Brokerage Services, and Olde Discount Corporation. (c) Paul A. Rosenbaum has borrowed approximately $406,000 to purchase or hold Rentrak common stock through a margin account with Prudential Securities, Inc. (d) Paul A. Rosenbaum has acquired sole voting and dispositive power with respect to a total of 89,300 shares of Rentrak common stock from the following persons on the dates indicated pursuant to oral understandings with these individuals that, at a future unspecified date, Mr. Rosenbaum will either pay to them the market value of the shares or transfer the shares back to them: --------------------------------------------------------------------- Name No. of Shares Date Acquired --------------------------------------------------------------------- Arlyn Bossenbrook 20,000 5/11/00 --------------------------------------------------------------------- Paul Naz 30,000 4/06/00 --------------------------------------------------------------------- Bud Stoddard 9,000 10/07/99 --------------------------------------------------------------------- David Watson 30,300 8/16/99 -------------------------------------------------------------------- ITEM 4. PURPOSE OF TRANSACTION. Michael J. Annechino, Mark A. Brown, Gordon A. Reck, Donald W. Remlinger, Paul A. Rosenbaum, Guy R. Wolcott and Frederick L. Zehnder entered into an Agreement CUSIP No. 7601742 Page 11 of 17 Pages among Rentrak Shareholders dated as of May 24, 2000 (the "CARE Agreement") to form the Committee for the Achievement of Rentrak Excellence ("CARE"). David R. Rosencrantz and Thomas S. Cousins, Jr., agreed to join CARE on June 13, 2000, and June 14, 2000, respectively. The members of CARE have filed a statement on Schedule 13D because they may be deemed to be part of a "group" within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Cecil D. Andrus, George H. Kuper, Joon S. Moon, James K. Petcoff and Paul A. Rosenbaum have agreed to be nominated for election as directors of Rentrak in proxy materials to be filed by CARE. Consequently, Messrs. Andrus, Kuper, Moon and Petcoff may also be deemed to be part of a "group" within the meaning of Section 13(d)(3) of the Exchange Act. Pursuant to the CARE Agreement, the members of CARE have agreed as follows: (1) To be named as a member of CARE in proxy materials to be filed with the Securities and Exchange Commission (the "SEC") in connection with the solicitation of proxies for the annual meeting or a special meeting of the Rentrak shareholders to be held in 2000 (the "Meeting"); (2) To vote all shares of Rentrak common stock as to which such person has voting rights in favor of the following actions at the Meeting: (a) The removal from office of all of the current directors of Rentrak; (b) The amendment of Rentrak's bylaws to provide for a board of directors with five members elected annually to one-year terms and to delete provisions for a classified board with staggered three-year terms; (c) The election of the following nominees for director: Cecil D. Andrus George H. Kuper Joon S. Moon James K. Petcoff Paul A. Rosenbaum or such other nominees for director as may be named in the proxy materials filed by CARE with the SEC; (3) To contribute $5,000 each (except $0 as to Dr. Rosencrantz and $1,000 as to Mr. Cousins) to CARE to be used to defray the expenses of the proxy contest; (4) To comply with the requirements of the state and federal securities laws; and CUSIP No. 7601742 Page 12 of 17 Pages (5) To cooperate with the other members of CARE to achieve the objectives of CARE. On May 15, 2000, demands signed by Cede & Co. as the record holder of a total of 997,080 shares of Rentrak common stock, or approximately 9.5 percent of the outstanding Rentrak shares, beneficially owned by Messrs. Annechino, Brown, Cousins, Reck, Remlinger, Rosenbaum, and Wolcott and Drs. Rosencrantz and Zehnder, together with two other individuals holding a total of 175,250 Rentrak shares, or approximately 1.7 percent of the outstanding Rentrak shares, which individuals have not entered into the CARE Agreement and are not otherwise participating in the activities of CARE, and one demand relating to 21,375 Rentrak shares, or approximately 0.2 percent of the outstanding Rentrak shares, signed by Olde Discount Corporation on behalf of Mr. Reck together with a demand signed by Mr. Reck individually, were delivered to the Secretary of Rentrak pursuant to Section 60.204(1)(b) of the Oregon Revised Statutes. The demands requested that a special meeting of the shareholders of Rentrak be called for June 30, 2000, or as soon thereafter as practicable, for the purposes of removing from office the entire board of directors of Rentrak, consisting of nine persons, of amending Rentrak's bylaws as described in (2)(a) above, and of electing a new full board of directors, consisting of five persons, to hold office until the next annual meeting of shareholders. At the time the demands were delivered to Rentrak, the nominees for director to be nominated for election at the requested special meeting of shareholders had not been determined. On June 14, 2000, Mr. Rosenbaum, through counsel, proposed to Rentrak's counsel that the three items identified in the demands for a special meeting be submitted for action at Rentrak's annual meeting of shareholders scheduled for August 21, 2000. If this proposal was accepted, Mr. Rosenbaum agreed that he and other members of CARE beneficially owning at least 4 percent of the outstanding Rentrak stock would cause Cede & Co. to withdraw its demands for a special meeting of shareholders of Rentrak with respect to such shares. On June 15, 2000, Rentrak, through counsel, accepted this offer and agreed to include in the Notice of Annual Meeting of Rentrak the proposal relating to removal of all incumbent directors of Rentrak, amendment of Section 3.2 of the bylaws of Rentrak and election of five directors as stated in the demands for special meeting delivered to Rentrak on May 15, 2000. On June 16, 2000, the members of CARE, CARE's nominees for director and certain other named defendants were served with a complaint filed by Rentrak in the United States District Court for the District of Oregon on June 13, 2000, alleging that the defendants had violated Section 13(d) of and Rule 14a-9 promulgated under the Exchange Act. Rentrak seeks as relief, among other things, the preliminary and permanent enjoining of defendants, their agents and affiliates, and all other persons acting in concert with them or on their behalf, directly or indirectly, from: (a) voting in person or by proxy any shares of Rentrak stock; (b) soliciting any proxies or consents (including any requests to call a special shareholders meeting) from owners of Rentrak stock; (c) purchasing or otherwise acquiring any additional Rentrak stock; CUSIP No. 7601742 Page 13 of 17 Pages (d) taking any steps to replace current Rentrak directors with nominees of the defendants; (e) exercising or attempting to exercise influence or control over the affairs of Rentrak; (f) initiating any other litigation concerning Rentrak in any other court or forum; (g) selling or disposing of Rentrak shares except by orderly means designed to ensure widespread public distribution; (h) encouraging other persons to do any of the foregoing or otherwise acting in concert with others in the acquisition, holding, voting, and disposition of Rentrak stock; and (i) such other and further relief as the court deems just and proper. The members of CARE and CARE's nominees for director intend to vigorously defend against these allegations and the relief sought. If some or all of CARE's nominees for director are elected to the board of directors of Rentrak and constitute a majority of the Rentrak board of directors, these nominees intend promptly to consider removing Ron Berger as Chairman and Chief Executive Officer of Rentrak and initiating a search for an appropriate replacement for Mr. Berger, which replacement may come from within or outside Rentrak. Similarly, the CARE nominees intend to consider the retention of an outside consultant to conduct a review of Rentrak's financial records in conjunction with Rentrak's independent certified public accountants, Arthur Andersen LLP, and to take any steps deemed appropriate based on the outcome of such review. The CARE nominees, with the assistance of such outside advisors as they deem appropriate, intend to investigate and seek to implement potential business opportunities to enhance the value of Rentrak for its shareholders, which transactions may include the possible spin off or public offering of equity securities of 3PF.COM, Inc. (a wholly owned subsidiary of Rentrak), the sale of one or more subsidiaries of Rentrak, including 3PF.COM, Inc., the sale of all or a portion of the assets of Rentrak, or a business combination or merger or other business transaction involving Rentrak or its subsidiaries. Except as set forth above, the members of CARE and the CARE nominees do not have any present plans or proposals which relate to or would result in: (a) The acquisition by any person of additional securities of Rentrak, or the disposition of securities of Rentrak; (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving Rentrak or any of its subsidiaries; CUSIP No. 7601742 Page 14 of 17 Pages (c) A sale or transfer of a material amount of assets of Rentrak or of any of its subsidiaries; (d) Any change in the management of Rentrak; (e) Any material change in the present capitalization or dividend policy of Rentrak; (f) Any other material change in Rentrak's business or corporate structure; (g) Changes in Rentrak's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of Rentrak by any person; (h) Causing a class of securities of Rentrak to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) A class of equity securities of Rentrak becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or (j) Any action similar to any of those enumerated above. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) AND (b) BENEFICIAL OWNERSHIP. The persons filing this statement are the beneficial owners of the following numbers of shares of Rentrak common stock which represent the indicated percentages of the 10,505,137 shares of Rentrak common stock outstanding, based on Rentrak's most recent quarterly report on Form 10-Q filed on February 10, 2000: Sole Shared Sole Shared Total Shares Percentage of Voting Voting Dispositive Dispositive Beneficially Outstanding Name Power Power Power Power Owned Stock - ---- ----- ----- ----- ----- ----- ----- Cecil D. Andrus 1,000 0 1,000 0 1,000 0.0%(1) Michael J. Annechino 2,000 95,400(2) 2,000 95,400(2) 97,400 0.9% Mark A. Brown 44,550(3) 75,000(4) 44,550(3) 75,000(4) 119,550 1.1% Thomas S. Cousins, Jr. 65,000 0 65,000 0 65,000 0.6% George H. Kuper 0 0 0 0 0 0.0% Joon S. Moon 1,000 0 1,000 0 1,000 0.0%(1) James G. Petcoff 0 11,500(5) 0 11,500(5) 11,500 0.1% Gordon A. Reck 0 67,000(6) 0 67,000(6) 67,000 0.6% Donald W. Remlinger 75,000 0 75,000 0 75,000 0.7% Paul A. Rosenbaum 250,530 0 250,530 0 250,530 2.4% David R. Rosencrantz 6,000 57,700(10) 6,000 57,700(10) 63,700 0.6% Guy R. Wolcott 10,000(7) 262,700(8) 10,000(7) 262,700(8) 272,700 2.6% Frederick L. Zehnder 77,600 3,000(9) 77,600 3,000(9) 80,600 0.8% Total 1,104,980 10.5%
(1) Represents less than 1/10 of 1% of the outstanding Rentrak shares. (2) Represents shares owned jointly by Mr. Annechino and his wife, Theresa Ann Annechino, who is a citizen of the United States and is employed by PCSG, Inc., Mr. Annechino's financial consulting business located at 13305 N.E. 2nd Court, Vancouver, Washington 98685. (3) Includes 7,800 shares owned by Mr. Brown's minor children, Chris Brown and Lauren Brown, and his nephew Adam Kraushaar. (4) Represents shares owned jointly by Mr. Brown and his wife, Sherri K. Brown, who is a citizen of the United States and is not employed; her address is 18672 S.E. Hwy 212, Clackamas, Oregon 97015. CUSIP No. 7601742 Page 15 of 17 Pages (5) Represents shares owned jointly by Mr. Petcoff and his wife, Janice Marie Petcoff, who is a citizen of the United States and is not employed; her address is 5853 Clearview Court, Troy, Michigan 48098. (6) Represents shares owned jointly by Mr. Reck and his wife, Susan E. Reck, who is a citizen of the United States and is a teacher employed by the Detroit Board of Education; her address is 765 Middlesex, Grosse Pointe Park, Michigan 48230. (7) Represents shares owned by the Wolcott Plumbing Profit Sharing Trust, 2050 N.W. Burnside, Gresham, Oregon 97030, as to which Mr. Wolcott exercises voting and dispositive power on behalf of Wolcott Plumbing. (8) Includes 173,300 shares owned jointly by Mr. Wolcott and his wife, Chris Wolcott, who is a citizen of the United States and is not employed; her address is 3633 Oxbow Parkway, Gresham, Oregon 97080. Also includes 88,000 shares owned by the WF Foundation, P.O. Box 2007, Gresham, Oregon 97030, an Oregon nonprofit corporation, of which Mr. Wolcott, his wife Chris and his son Guy Wolcott, Jr., are directors. Guy Wolcott, Jr., is a citizen of the United States and is employed as a plumbing estimator with Wolcott Plumbing located at 2050 N.W. Burnside, Gresham, Oregon 97030. Also includes 1,400 shares held in Chris Wolcott's individual retirement account, as to which Mr. Wolcott may be deemed to have beneficial ownership. (9) Represents shares owned by Dr. Zehnder's wife, Wendy Ann Zehnder, as to which he may be deemed to have beneficial ownership. Mrs. Zehnder is a citizen of the United States and is self-employed as an interior decorator; her address is 7576 S. Block Road, Frankenmuth, Michigan 48734. (10) Represents shares owned jointly by Dr. Rosencrantz and his wife, Diane S. Rosencrantz, who is a citizen of the United States and is office manager at Dr. Rosencrantz's office located at 2222 N.W. Lovejoy, Ste. 416, Portland, Oregon 97210. Except as expressly otherwise set forth in this statement, each person filing this statement disclaims beneficial ownership of the shares of Rentrak common stock beneficially owned by any other person filing this statement or any other person. (c) RECENT TRANSACTIONS. The following table identifies each transaction in Rentrak common stock that was effected during the past 60 days by any person filing this statement: Name of Transaction No. of Shares No. of Shares Share Where & How Person Date Acquired Sold Price Transaction Was Effected - ------ ---- -------- ----------- ----- ------------------------ Paul A. Rosenbaum 4/06/00 30,000 N/A Loan of shares David R. Rosencrantz 4/2000 10,000 $4.68 Open market purchase David R. Rosencrantz 4/2000 5,000 $3.97 Open market purchase Gordon A. Reck 4/27/00 1,000 $4.06 Open market sale Gordon A. Reck 4/27/00 1,000 $4.09 Open market sale Paul A. Rosenbaum 5/08/00 3,500 $3.875 Open market purchase Paul A. Rosenbaum 5/08/00 1,500 $3.938 Open market purchase Paul A. Rosenbaum 5/11/00 20,000 N/A Loan of shares
(d) RIGHTS TO RECEIVE DISTRIBUTIONS. No third person is known, with respect to shares of Rentrak common stock, to have the right to receive dividends or to have the power to direct the receipt of dividends or to receive or direct the receipt of proceeds from the sale of Rentrak stock from any person filing this statement other than such person's spouse and, with respect to 88,000 shares and 10,000 shares, respectively, the WF Foundation and the Wolcott Plumbing Profit Sharing Trust. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Each person filing this statement has executed a power of attorney, copies of which are attached to this Schedule 13D as EXHIBIT 1. The powers of attorney authorize Paul A. Rosenbaum to execute and file this Schedule 13D and other filings required by the federal securities laws on behalf of the persons executing such powers of attorney. CUSIP No. 7601742 Page 16 of 17 Pages The members of CARE have entered into the CARE Agreement, which is attached to this Schedule 13D as EXHIBIT 2 and is hereby incorporated by reference. In the CARE Agreement, each signatory agrees to take the actions described in Item 4 hereto. The persons to be nominated for election as directors pursuant to proxy materials to be filed on behalf of CARE have executed consents to such nomination and to serve if elected, which are attached to this Schedule 13D as EXHIBIT 3. Other than the CARE Agreement, the powers of attorney and the consents referred to above, there are no contracts, arrangements, understandings, or relationships (legal or otherwise) among the persons filing this statement. Except as described in Items 3 and 4 above, there are no other contracts, arrangements, understandings, or relationships between persons filing this statement and any other person with respect to any securities of Rentrak Corporation. Specifically, except as disclosed above, no person filing this statement is a party to any of the following with respect to the securities of Rentrak Corporation: (a) any voting agreement or agreement for the transfer of Rentrak securities; (b) any finder's fee arrangement; (c) any joint venture; (d) any loan or option arrangement; (e) any put or call; (f) any guarantee of profits; (g) any division of profits or loss; (h) the giving or withholding of any proxy; or (i) any pledge or similar arrangement under which another person could gain control over the person's stock. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. 1. Powers of Attorney executed by Messrs. Andrus, Annechino, Brown, Kuper, Moon, Petcoff, Reck, Remlinger, Wolcott, and Dr. Zehnder in connection with Schedule 13D and other filings under the Securities Exchange Act of 1934.* 1.1 Powers of Attorney executed by Mr. Cousins and Dr. Rosencrantz in connection with Schedule 13D and other filings under the Securities Exchange Act of 1934. 2. Agreement Among Rentrak Shareholders dated as of May 24, 2000, among the shareholders named in Attachment A thereto. 3. Consents to be Nominated for Election as Director.* - -------------------- * Previously filed. CUSIP NO. 760174 2 Page 17 of 17 pages SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 1 to statement on Schedule 13D is true, complete, and correct. June 19, 2000 - -------------------------------------------- Date CECIL D. ANDRUS* MICHAEL J. ANNECHINO* MARK A. BROWN* THOMAS S. COUSINS, JR.* GEORGE H. KUPER* JOON S. MOON* JAMES G. PETCOFF* GORDON A. RECK* DONALD W. REMLINGER* /s/ Paul A. Rosenbaum - ----------------------------------- Paul A. Rosenbaum DAVID R. ROSENCRANTZ* GUY R. WOLCOTT* FREDERICK L. ZEHNDER* *By /s/ Paul A. Rosenbaum ----------------------------- Paul A. Rosenbaum, Attorney-in-Fact Attention: Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001) EX-99.1 2 0002.txt POWERS OF ATTORNEY POWER OF ATTORNEY Know all by these presents that the undersigned hereby constitutes and appoints Paul A. Rosenbaum the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as beneficial owner of shares of common stock of Rentrak Corporation (the "Company"), a Schedule 13D or any amendment thereto pursuant to Section 13(d) of the Securities Exchange Act of 1934 (the "Exchange Act") and the rules thereunder and Forms 3, 4, and 5 in accordance with Section 16(a) of the Exchange Act and the rules thereunder; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedule 13D or amendment thereto or Forms 3, 4, or 5 and timely file such Schedule or Form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned understands and acknowledges that the Schedule 13D and amendments thereto and Forms 3, 4, and 5 referred to above may be filed jointly on behalf of a "group" as that term is defined in the rules promulgated under Section 13(d) of the Exchange Act. The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's responsibilities to comply with Section 13(d) or Section 16 of the Securities Exchange Act of 1934. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Schedule 13D and amendments thereto with respect to the undersigned's holdings of and transactions in securities of the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 13th day of June, 2000. /s/ D. Rosencrantz -------------------------------------------- Signature David R. Rosencrantz -------------------------------------------- Print Name POWER OF ATTORNEY Know all by these presents that the undersigned hereby constitutes and appoints Paul A. Rosenbaum the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as beneficial owner of shares of common stock of Rentrak Corporation (the "Company"), a Schedule 13D or any amendment thereto pursuant to Section 13(d) of the Securities Exchange Act of 1934 (the "Exchange Act") and the rules thereunder and Forms 3, 4, and 5 in accordance with Section 16(a) of the Exchange Act and the rules thereunder; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedule 13D or amendment thereto or Forms 3, 4, or 5 and timely file such Schedule or Form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned understands and acknowledges that the Schedule 13D and amendments thereto and Forms 3, 4, and 5 referred to above may be filed jointly on behalf of a "group" as that term is defined in the rules promulgated under Section 13(d) of the Exchange Act. The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's responsibilities to comply with Section 13(d) or Section 16 of the Securities Exchange Act of 1934. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Schedule 13D and amendments thereto with respect to the undersigned's holdings of and transactions in securities of the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 14th day of June, 2000. /s/ Thomas S. Cousins -------------------------------------------- Signature Thomas S. Cousins -------------------------------------------- Print Name EX-99.2 3 0003.txt AGREEMENT AMONG RENTRAK SHAREHOLDERS AGREEMENT AMONG RENTRAK SHAREHOLDERS This Agreement is entered into as of May 24, 2000, among the shareholders (the "Shareholders") named on Attachment A hereto, which may be in multiple counterparts. WHEREAS the Shareholders wish to use their joint efforts to replace the incumbent directors of Rentrak Corporation ("Rentrak"), NOW, THEREFORE, each Shareholder agrees as follows: 1. I agree to be named as a member of the Committee for the Achievement of Rentrak Excellence ("CARE") in proxy materials to be filed with the Securities and Exchange Commission (the "SEC") in connection with the solicitation of proxies for the annual meeting or a special meeting of the Rentrak shareholders to be held in 2000 (the "Meeting"). 2. I agree to vote all shares of Rentrak common stock as to which I have voting rights in favor of the following actions at the Meeting: (a) The removal from office of the entire Board of Directors of Rentrak, consisting of nine directors. (b) The amendment of Section 3.2 of Rentrak's bylaws to read in its entirety as follows: "Section 3.2 Number, Tenure and Qualifications. The Board of Directors shall consist of five persons. Each director shall hold office until the next annual meeting of the Shareholders and until his or her successor is elected and qualified or until death, resignation or removal." (c) The election of the following nominees for director: Cecil D. Andrus George H. Kuper Joon S. Moon James G. Petcoff Paul A. Rosenbaum -1- or such other nominees for director as may be named in the proxy materials filed by CARE with the SEC. 3. I agree to contribute the dollar amount listed next to my name in Attachment A, to be used by CARE to defray the expenses of the proxy contest, including the fees and expenses of attorneys, proxy solicitors, and other advisors to CARE, travel and communications expenses of members of CARE, travel and communications expenses of the nominees for director listed in paragraph 2 above, and other expenses approved by Paul A. Rosenbaum. 4. I agree to comply with the requirements of the state and federal securities laws, including the filing of a Schedule 13D with the SEC, if required, reporting that I am part of a "group" as defined in the SEC's rules under Section 13(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), the filing of a Form 3 and Form 4s, if required, under Section 16(a) of the Exchange Act, and the proxy solicitation rules under Section 14 of the Exchange Act. In furtherance of the above, I have signed a copy of the Power of Attorney set forth as Attachment B hereto. 5. I agree to cooperate with the other Shareholders to achieve the objectives of CARE to replace the existing directors of Rentrak with the nominees listed in paragraph 2 above. IN WITNESS WHEREOF, I have signed my name on a counterpart of Attachment A hereto as of the date specified above. -2- ATTACHMENT A NUMBER OF RENTRAK DATE OF SHAREHOLDER NAME SHAREHOLDER SHARES BENEFICIALLY DOLLAR SIGNATURE SIGNATURE OWNED CONTRIBUTION 5/25/00 Michael J. Annechino /s/ Michael J. Annechino 97,400 $5,000.00 -------- -------------------- ------------------------ ----------------- $---------
ATTACHMENT A NUMBER OF RENTRAK DATE OF SHAREHOLDER NAME SHAREHOLDER SHARES BENEFICIALLY DOLLAR SIGNATURE SIGNATURE OWNED CONTRIBUTION 5/25/00 Mark A. Brown /s/ Mark A. Brown 119,550 $5,000.00 -------- -------------------- ------------------------ ----------------- $---------
ATTACHMENT A NUMBER OF RENTRAK DATE OF SHAREHOLDER NAME SHAREHOLDER SHARES BENEFICIALLY DOLLAR SIGNATURE SIGNATURE OWNED CONTRIBUTION 5/26/00 Gordon A. Reck /s/ Gordon A. Reck 67,000 $5,000.00 -------- -------------------- ------------------------ ----------------- $---------
ATTACHMENT A NUMBER OF RENTRAK DATE OF SHAREHOLDER NAME SHAREHOLDER SHARES BENEFICIALLY DOLLAR SIGNATURE SIGNATURE OWNED CONTRIBUTION 5/24/00 Donald W. Remlinger /s/ Donald W. Remlinger 75,000 $5,000.00 -------- -------------------- ------------------------ ----------------- $---------
ATTACHMENT A NUMBER OF RENTRAK DATE OF SHAREHOLDER NAME SHAREHOLDER SHARES BENEFICIALLY DOLLAR SIGNATURE SIGNATURE OWNED CONTRIBUTION 5/24/00 Paul A. Rosenbaum /s/ Paul A. Rosenbaum 250,350 $5,000.00 -------- -------------------- ------------------------ ----------------- $---------
ATTACHMENT A NUMBER OF RENTRAK DATE OF SHAREHOLDER NAME SHAREHOLDER SHARES BENEFICIALLY DOLLAR SIGNATURE SIGNATURE OWNED CONTRIBUTION 5/25/00 Guy Wolcott /s/ Guy Wolcott $5,000.00 -------- -------------------- ------------------------ ----------------- $---------
ATTACHMENT A NUMBER OF RENTRAK DATE OF SHAREHOLDER NAME SHAREHOLDER SHARES BENEFICIALLY DOLLAR SIGNATURE SIGNATURE OWNED CONTRIBUTION 5/24/00 Fred L. Zehnder /s/ Fred L. Zehnder 80,600 $5,000 -------- -------------------- ------------------------ ----------------- $---------
ATTACHMENT A NUMBER OF RENTRAK DATE OF SHAREHOLDER NAME SHAREHOLDER SHARES BENEFICIALLY DOLLAR SIGNATURE SIGNATURE OWNED CONTRIBUTION 6/13/00 David R. Rosencratz /s/ D. Rosencrantz 63,700 $ -0- -------- -------------------- ------------------------ ----------------- $---------
NUMBER OF RENTRAK DATE OF SHAREHOLDER NAME SHAREHOLDER SHARES BENEFICIALLY DOLLAR SIGNATURE SIGNATURE OWNED CONTRIBUTION 6/14/00 Thomas Cousins /s/ Thomas S. Cousins 65,000 $1,000.00 -------- -------------------- ------------------------ ----------------- $---------
ATTACHMENT B POWER OF ATTORNEY Know all by these presents that the undersigned hereby constitutes and appoints Paul A. Rosenbaum the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as beneficial owner of shares of common stock of Rentrak Corporation (the "Company"), a Schedule 13D or any amendment thereto pursuant to Section 13(d) of the Securities Exchange Act of 1934 (the "Exchange Act") and the rules thereunder and Forms 3, 4, and 5 in accordance with Section 16(a) of the Exchange Act and the rules thereunder; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedule 13D or amendment thereto or Forms 3, 4, or 5 and timely file such Schedule or Form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned understands and acknowledges that the Schedule 13D and amendments thereto and Forms 3, 4, and 5 referred to above may be filed jointly on behalf of a "group" as that term is defined in the rules promulgated under Section 13(d) of the Exchange Act. The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's responsibilities to comply with Section 13(d) or Section 16 of the Securities Exchange Act of 1934. -1- This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Schedule 13D and amendments thereto with respect to the undersigned's holdings of and transactions in securities of the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this ------ day of --------------, 2000. -------------------------------------------- Signature -------------------------------------------- Print Name -----END PRIVACY-ENHANCED MESSAGE-----