-----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, AWg1TdCFNwXFap/45p5o/TndIwrvDEueoTIT9E15IJeOBNZ3T4xqc350i+Djs7Kk OX6hRhr1q2ft1MlsVnGQcQ== 0000950144-98-014104.txt : 19981228 0000950144-98-014104.hdr.sgml : 19981228 ACCESSION NUMBER: 0000950144-98-014104 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981222 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RENT WAY INC CENTRAL INDEX KEY: 0000893046 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EQUIPMENT RENTAL & LEASING, NEC [7359] IRS NUMBER: 251407782 STATE OF INCORPORATION: PA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-45123 FILM NUMBER: 98773911 BUSINESS ADDRESS: STREET 1: ONE RENTWAY PLACE CITY: ERIE STATE: PA ZIP: 16505 BUSINESS PHONE: 8148360618 MAIL ADDRESS: STREET 1: 3230 WEST LAKE RD STREET 2: 3230 WEST LAKE RD CITY: ERIE STATE: PA ZIP: 16505 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WALTS MICHAEL D CENTRAL INDEX KEY: 0001032261 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1700 STATE STREET CITY: NEW ALBANY STATE: IN ZIP: 47150 BUSINESS PHONE: 8129493370 SC 13D 1 RENT WAY, INC. / MICHAEL D. WALTS 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 --------------- SCHEDULE 13D (RULE 13d-101) Under the Securities Exchange Act of 1934 RENT WAY, INC. ---------------- (Name of Issuer) Common Stock, No Par Value ------------------------------ (Title of Class of Securities) 76009u104 -------------- (CUSIP Number) Michael D. Walts 1700 State Street New Albany, IN 47150 ------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copy to: John D. Capers, Jr. King & Spalding 191 Peachtree Street, N.E. Atlanta, Georgia 30303 December 10, 1998 ----------------------------- (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:[ ] Note: Six copies of this Statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. (Continued on following pages) Page 1 of 7 Pages 2 SCHEDULE 13 FORMS 7060 ================================================================================ CUSIP No. 76009u104 13D PAGE 2 OF 7 PAGES - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS Michael D. Walts I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS 00 - See Item 3 - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER 1,293,600 SHARES --------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER -0- OWNED BY --------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER 1,293,600 REPORTING --------------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,293,600 - -------------------------------------------------------------------------------- 12 CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.1%(1) - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- - --------------- 1 Assumes a total of 21,123,333 shares outstanding. Page 2 of 7 Pages 3 STATEMENT PURSUANT TO RULE 13d-1 OF THE GENERAL RULES AND REGULATIONS UNDER THE SECURITIES EXCHANGE ACT OF 1934 Item 1. Security and Issuer The class of equity securities to which this Statement on Schedule 13D relates is the Common Stock, no par value ("Rent-Way Common Stock"), of Rent-Way, Inc. ("Rent-Way"), a Pennsylvania corporation. Rent-Way's principal executive offices are located at One Rent-Way Place, Erie, Pennsylvania 16505. Item 2. Identity and Background (a)-(c) The person filing this statement is Michael D. Walts ("Mr. Walts"). Mr. Walts is currently President of CMM of Indiana, Inc. d/b/a Cash Mart, a check-deferral business. (d)-(e) During the last five years, Mr. Walts has not (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, become 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) Mr. Walts is a citizen of the United States. Item 3. Source and Amount of Funds or Other Consideration. Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of September 1, 1998, by and between Rent-Way and Home Choice, Inc., a Delaware corporation ("Home Choice"), Home Choice was merged with and into Rent-Way (the "Merger"). At the Effective Time of the Merger (as defined in the Merger Agreement), each outstanding share of Common Stock (other than treasury shares) of Home Choice ("Home Choice Common Stock") converted into the right to receive 0.588 shares of Rent-Way Common Stock. Fractional shares were not issued, but the holders thereof were paid in cash in an amount equal to the product of such fraction multiplied by the closing sale price of one share of Rent-Way Common Stock on the New York Stock Exchange on the day of the Effective Time of the Merger. Prior to the Merger, the Partnership was the beneficial owner of 2,200,000 shares of Home Choice Common Stock. Such shares converted into 1,293,600 shares of Rent-Way Common Stock The foregoing summary of the terms of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is Page 3 of 7 Pages 4 attached as Exhibit 2.1 to Rent-Way's Form S-4 filed with the Commission on November 6, 1998 and is specifically incorporated by reference herein. Item 4. Purpose of Transaction. The purpose of the underlying transaction which resulted in the Reporting Persons' beneficial ownership was the merger of Home Choice with and into Rent-Way. Upon effectiveness of the Merger, each outstanding share of Home Choice Common Stock converted into the right to receive 0.588 shares of Rent-Way Common Stock. Mr. Walts may, from time to time, increase, reduce or dispose of his investment in the issuer, depending on general economic conditions in the markets in which the issuer operates, the market price of the Common Stock, the availability of funds, other opportunities available to the Reporting Persons, and other considerations. However, Mr. Walts' ability to transfer their shares is limited by certain provisions set forth in the Affiliate Agreements entered into by Mr. Walts on December 10, 1998. Other than those changes instituted upon effectiveness of the Merger Agreement, Mr. Walts has no plans or proposals that relate to or would result in any of the matters referred to in paragraphs (a)-(j) of Item 4 of Schedule 13D. Such changes pursuant to the Merger Agreement included an increase in authorized stock of Rent-Way. Item 5. Interest in Securities of the Issuer. (a) Mr. Walts may be deemed to be the beneficial owner (as that term is defined in Rule 13d-3 ("Rule 13d-3")) under the Act of 1,228,920 shares of Rent-Way Common Stock, which constitutes 6.1% of the outstanding shares of the Common Stock. (b) Mr. Walts has sole power to vote and dispose of the shares identified in (a) above. (c) Except for the issuance of the shares of Rent-Way Common Stock pursuant to the Merger Agreement described in response to Items 3 and 4 (which responses are specifically incorporated by reference herein), no transactions in Rent-Way Common Stock were affected during the past 60 days by any of the entities or natural persons listed in this Item 5. (d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities described above. (e) Not applicable. Page 4 of 7 Pages 5 Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Other than the Merger Agreement described in response to Items 3 and 4 (which responses are specifically incorporated by reference herein) and any ancillary documents executed pursuant to the Merger Agreement, there are no contracts, arrangements, understandings or relationships with respect to the shares of Rent-Way Common Stock owned by Mr. Walts. Item 7. Material to be filed as Exhibits. The following Exhibits are filed as part of this Schedule 13D Statement: Exhibit A -- Agreement and Plan of Merger, dated as of September 1,1998, by and between Rent-Way and Home Choice (incorporated by reference to Exhibit 2.1 to Rent-Way's Registration Statement on Form S-4 filed with the Commission on November 6, 1998). Page 5 of 7 Pages 6 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. Dated: December 21, 1998. /s/ Michael D. Walts ------------------------- Michael D. Walts Page 6 of 7 Pages 7 INDEX TO EXHIBITS
Exhibit Description ------- ----------- A Agreement and Plan of Merger, dated as of September 1, 1998, by and between Rent-Way and Home Choice (incorporated by reference to Exhibit 2.1 to Rent-Way's Registration Statement on Form S-4 filed with the Commission on November 9, 1998).
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