-----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, JIwYE8Ob3kwcpbaWTuJ4djl+7GhC9lJuEeDpn4WG6CM7LfLXYz8sALYhx/0xV0hC JNOBBfyUy6dWOFYMJmJSwA== /in/edgar/work/0000892917-00-000079/0000892917-00-000079.txt : 20001005 0000892917-00-000079.hdr.sgml : 20001005 ACCESSION NUMBER: 0000892917-00-000079 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20001004 GROUP MEMBERS: CECIL D. ANDRUS 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 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: 734636 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 NO. 3 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (AMENDMENT NO. 3) 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) September 22, 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 29 pages) CUSIP NO. 760174 2 Page 2 of 29 pages 1 NAMES OF REPORTING PERSONS Cecil D. Andrus I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) N/A 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] 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 1,000 BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER -0- 9 SOLE DISPOSITIVE POWER 1,000 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% (less than 1/10 of 1 percent) 14 TYPE OF REPORTING PERSON* IN * SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 760174 2 Page 3 of 29 pages 1 NAMES OF REPORTING PERSONS Michael J. Annechino I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) N/A 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] 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 2,000 BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER 95,400 9 SOLE DISPOSITIVE POWER 2,000 10 SHARED DISPOSITIVE POWER 95,400 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 97,400 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.8% 14 TYPE OF REPORTING PERSON* IN * SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 760174 2 Page 4 of 29 pages 1 NAMES OF REPORTING PERSONS Mark A. Brown I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) N/A 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS * PF, OO 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 44,550 BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER 75,000 9 SOLE DISPOSITIVE POWER 44,550 10 SHARED DISPOSITIVE POWER 75,000 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 119,550 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.0% 14 TYPE OF REPORTING PERSON* IN * SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 760174 2 Page 5 of 29 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) [ ] (b) [X] 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 65,000 BY 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) 0.5% 14 TYPE OF REPORTING PERSON* IN * SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 760174 2 Page 6 of 29 pages 1 NAMES OF REPORTING PERSONS George H. Kuper I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) N/A 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS * N/A 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 -0- BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER -0- 9 SOLE DISPOSITIVE POWER -0- 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% 14 TYPE OF REPORTING PERSON* IN * SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 760174 2 Page 7 of 29 pages 1 NAMES OF REPORTING PERSONS Joon S. Moon I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) N/A 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] 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 1,000 BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER -0- 9 SOLE DISPOSITIVE POWER 1,000 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% (less than 1/10 of 1%) 14 TYPE OF REPORTING PERSON* IN * SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 760174 2 Page 8 of 29 pages 1 NAMES OF REPORTING PERSONS James G. Petcoff I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) N/A 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] 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 -0- BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER 11,500 9 SOLE DISPOSITIVE POWER -0- 10 SHARED DISPOSITIVE POWER 11,500 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,500 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% (less than 1/10 of 1 percent) 14 TYPE OF REPORTING PERSON* IN * SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 760174 2 Page 9 of 29 pages 1 NAMES OF REPORTING PERSONS Gordon A. Reck I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) N/A 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS * PF, OO 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 -0- BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER 67,000 9 SOLE DISPOSITIVE POWER -0- 10 SHARED DISPOSITIVE POWER 67,000 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 67,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.5 % 14 TYPE OF REPORTING PERSON* IN * SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 760174 2 Page 10 of 29 pages 1 NAMES OF REPORTING PERSONS Donald W. Remlinger I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) N/A 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] 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 75,000 BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER -0- 9 SOLE DISPOSITIVE POWER 75,000 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 75,000 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. 760174 2 Page 11 of 29 pages 1 NAMES OF REPORTING PERSONS Paul A. Rosenbaum I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) N/A 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS * PF, OO 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 250,730 BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER -0- 9 SOLE DISPOSITIVE POWER 250,730 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 250,730 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.0% 14 TYPE OF REPORTING PERSON* IN * SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 760174 2 Page 12 of 29 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) [ ] (b) [X] 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 6,000 BY 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) 0.5% 14 TYPE OF REPORTING PERSON* IN * SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 760174 2 Page 13 of 29 pages 1 NAMES OF REPORTING PERSONS Guy R. Wolcott I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) N/A 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] 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 10,000 BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER 286,300 9 SOLE DISPOSITIVE POWER 10,000 10 SHARED DISPOSITIVE POWER 286,300 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 296,300 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.4% 14 TYPE OF REPORTING PERSON* IN * SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 760174 2 Page 14 of 29 pages 1 NAMES OF REPORTING PERSONS Frederick L. Zehnder I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) N/A 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] 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 77,600 BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER 3,000 9 SOLE DISPOSITIVE POWER 77,600 10 SHARED DISPOSITIVE POWER 3,000 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 80,600 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.7% 14 TYPE OF REPORTING PERSON* IN * SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 760174 2 Page 15 of 29 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). CUSIP NO. 760174 2 Page 16 of 29 pages (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, 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 CUSIP NO. 760174 2 Page 17 of 29 pages mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (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. CUSIP NO. 760174 2 Page 18 of 29 pages James G. Petcoff (a) James G. Petcoff (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 CUSIP NO. 760174 2 Page 19 of 29 pages (c) Mr. Remlinger is president of Bristol Management Corp., a financial consulting company, located at 9 Brigade Hill Road, Morristown, New Jersey 07960. (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) 7700 N.E. Ambassador Place, Portland, Oregon 97220 (c) Mr. Rosenbaum is Chairman of the Board and interim Chief Executive Officer of Rentrak Corporation. He is also chief executive officer of SWR Corporation, a company that designs, tests and markets new industrial chemicals, located at 127 E. Washtenaw, Lansing, Michigan 48933. Rentrak distributes pre-recorded videocassettes on a revenue-sharing basis and provides fulfillment, order processing and inventory management services through its subsidiary 3PF.COM, Inc. (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 CUSIP NO. 760174 2 Page 20 of 29 pages (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). (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 CUSIP NO. 760174 2 Page 21 of 29 pages (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, 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 persons filing this statement used personal funds to acquire the securities listed in Item 5 below except as follows: (a) Mark A. Brown has borrowed approximately $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 or hold 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 an understanding with each individual that upon the demand of the individual, Mr. Rosenbaum will either pay in cash the market value of the shares on the date of demand, plus in some cases interest at an annual rate of 10 percent, or transfer the shares back to the individual: CUSIP NO. 760174 2 Page 22 of 29 pages Name No. of Shares Date Acquired ---- ------------- ------------- Arlyn and Eunice Bossenbrook 20,000 4/11/00 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 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 filed a statement on Schedule 13D because they may have been 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 agreed to be nominated for election as directors of Rentrak in proxy materials filed by CARE. Consequently, Messrs. Andrus, Kuper, Moon and Petcoff may also have been 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 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; CUSIP NO. 760174 2 Page 23 of 29 pages (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 comply with the requirements of the state and federal securities laws; and (4) To cooperate with the other members of CARE to achieve the objectives of CARE. As of September 19, 2000, the members of CARE and CARE's intended nominees for director had contributed the following amounts to defray the expenses of the proxy contest, including attorneys' fees in connection with legal proceedings by or against Rentrak and its directors and officers: Mr. Andrus, $2,500; Mr. Annechino, $5,000; Mr. Brown, $15,000; Mr. Cousins, $10,000; Mr. Kuper, $2,500; Mr. Moon, $2,500; Mr. Petcoff, $0; Mr. Reck, $5,000; Mr. Remlinger, $10,000; Mr. Rosenbaum, $5,000; Dr. Rosencrantz, $5,000; Mr. Wolcott, $10,000; and Dr. Zehnder, $10,000. 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 then 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 then outstanding Rentrak shares, which individuals did not enter into the CARE Agreement and did not otherwise participate in the activities of CARE, and one demand relating to 21,375 Rentrak shares, or approximately 0.2 percent of the then 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. Information regarding CARE's proposed nominees for director was submitted to Rentrak on June 14, 2000. CUSIP NO. 760174 2 Page 24 of 29 pages 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. 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. Rentrak's annual meeting of shareholders occurred on September 19, 2000. At the meeting, a majority of Rentrak's shareholders voted in favor of CARE's proposals to amend Section 3.2 of Rentrak's bylaws and to elect CARE's five nominees to Rentrak's board of directors. CARE selected nominees that it expects, in the exercise of their fiduciary duties as directors of Rentrak, will (1) 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; and (2) 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. Ron Berger resigned as chief executive officer of Rentrak on September 15, 2000. Mr. Rosenbaum has been appointed as interim chief executive officer effective September 20, 2000, pending successful completion of a search for a person to fill this position on a permanent basis. The members of CARE successfully accomplished all of the objectives set forth in the CARE Agreement. Because CARE achieved all of its objectives, the members of CARE terminated the CARE Agreement effective September 22, 2000. Except as the newly elected CARE nominees may determine from time to time in the exercise of their fiduciary duties as directors of Rentrak, the former members of CARE and the Rentrak directors nominated by CARE do not have any present plans or proposals other than those described above which relate to or would result in: (a) The acquisition by any person of additional securities of Rentrak; (b) The disposition by any person of securities of Rentrak; (c) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving Rentrak or any of its subsidiaries; CUSIP NO. 760174 2 Page 25 of 29 pages (d) A sale or transfer of a material amount of assets of Rentrak or of any of its subsidiaries; (e) Any change in the management of Rentrak; (f) Any material change in the present capitalization or dividend policy of Rentrak; (g) Any other material change in Rentrak's business or corporate structure; (h) 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; (i) 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; (j) A class of equity securities of Rentrak becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or (k) Any action similar to any of those enumerated above. CUSIP NO. 760174 2 Page 26 of 29 pages ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (A) AND (B) BENEFICIAL OWNERSHIP. The persons filing this statement were the beneficial owners of the following numbers of shares of Rentrak common stock representing the indicated percentages of the 12,295,684 shares of Rentrak common stock outstanding as of September 23, 2000, based on Rentrak's definitive proxy statement filed on August 11, 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 0.8% Mark A. Brown 44,550(3) 75,000(4) 44,550(3) 75,000(4) 119,550 1.0% Thomas S. Cousins, Jr. 65,000 0 65,000 0 65,000 0.5% 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 0.0%(1) Gordon A. Reck 0 67,000(6) 0 67,000(6) 67,000 0.5% Donald W. Remlinger 75,000 0 75,000 0 75,000 0.6% Paul A. Rosenbaum 250,730 0 250,730 0 250,730 2.0% David R. Rosencrantz 6,000 57,700(10) 6,000 57,700(10) 63,700 0.5% Guy R. Wolcott 10,000(7) 286,300(8) 10,000(7) 286,300(8) 296,300 2.4% Frederick L. Zehnder 77,600 3,000(9) 77,600 3,000(9) 80,600 0.7% Total 1,119,480 9.1%
(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. (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. (8) Includes 198,300 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. CUSIP NO. 760174 2 Page 27 of 29 pages (C) Not applicable. (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) CESSATION OF 5 PERCENT OWNERSHIP. The persons filing this statement have ceased to be a "group" within the meaning of Section 13(d)(3) of the Exchange Act and, therefore, to be the beneficial owners, as a group, of more than 5 percent of the Rentrak common stock effective September 22, 2000. 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. The members of CARE 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 agreed to take the actions described in Item 4 hereto. The persons nominated for election as directors pursuant to proxy materials filed on behalf of CARE executed consents to such nomination and to serve if elected, which are attached to this Schedule 13D as EXHIBIT 3. The CARE Agreement was terminated effective September 22, 2000, pursuant to the Supplement to CARE Agreement attached as EXHIBIT 5. Other than the CARE Agreement, the Supplement to 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 with respect to any securities of Rentrak. 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. 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: (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; CUSIP NO. 760174 2 Page 28 of 29 pages (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.* 4. Agreement between David Watson and Paul Rosenbaum dated August 31, 1999.* 5. Supplement to CARE Agreement dated as of September 22, 2000, among the Rentrak shareholders. - --------------- * Previously filed. CUSIP NO. 760174 2 Page 29 of 29 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. 3 to statement on Schedule 13D is true, complete, and correct. October 2, 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-5 2 0002.txt SUPPLEMENT TO CARE AGREEMENT SUPPLEMENT TO CARE AGREEMENT This Supplement to CARE Agreement is entered into as of September 22, 2000, and supplements the Agreement Among Rentrak Shareholders dated as of May 24, 2000 (the "CARE Agreement"), among the shareholders (the "Shareholders") named on Attachment A hereto. Because the Shareholders have accomplished their objective to replace the incumbent directors of Rentrak Corporation and related matters set forth in the CARE Agreement, the Shareholders now hereby agree as follows: 1. An amended Schedule 13D will be filed with the Securities and Exchange Commission to report the termination of the CARE Agreement and the termination of "group" status within the meaning of Section 13(d) of the Securities Exchange Act of 1934 and the rules promulgated thereunder. 2. Effective as of the date first set forth above, the CARE Agreement will be terminated and the Shareholders will have no further obligations thereunder, except that Paul Rosenbaum is hereby authorized and directed on behalf of the Shareholders to arrange for the filing of the amended Schedule 13D described above promptly after the execution of this Supplement to the CARE Agreement. 3. The Power of Attorney signed by each Shareholder pursuant to the CARE Agreement will remain in effect as necessary or desirable to carry out the intent and purposes of this Supplement to CARE Agreement. Paul A. Rosenbaum has duly executed this Supplement to CARE Agreement on his own behalf and on behalf of each other Shareholder pursuant to an effective Power of Attorney as of September 22, 2000. /s/ Paul A. Rosenbaum Paul A. Rosenbaum, in his capacity as a Shareholder and as attorney-in-fact for: Michael J. Annechino Mark A. Brown Thomas S. Cousins, Jr. Gordon A. Reck Donald W. Remlinger David R. Rosencrantz Guy R. Wolcott Frederick L. Zehnder ATTACHMENT A ------------ Michael J. Annechino Mark A. Brown Thomas S. Cousins, Jr. Gordon A. Reck Donald W. Remlinger Paul A. Rosenbaum David R. Rosencrantz Guy R. Wolcott Frederick L. Zehnder -----END PRIVACY-ENHANCED MESSAGE-----