Company Name: Rent-Way, Inc.
Public Availability Date: January 6, 2006
Document Sections:
INQUIRY LETTER
INQUIRY LETTER
INQUIRY LETTER
STAFF REPLY LETTER
[INQUIRY LETTER]
December 1, 2005
Via Federal Express
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Chief Counsel
100 F Street, N.E.
Washington, D.C. 20549
Re: Rent-Way, Inc.
Dear Sir or Madam:
As counsel to Rent-Way, Inc. (the "Company"), we hereby request on behalf of the
Company that the Division of Corporation Finance recommend no action to the
Securities and Exchange Commission (the "Commission") if the Company omits the
shareholder proposal (the "Proposal") submitted by Woodrow W. Wood dated
November 16, 2005, from the proxy materials for its 2006 Annual Meeting of
Shareholders ("Proxy Materials") on the grounds that the Proposal was not
timely. In addition, we are requesting that the requirement of Rule 14a-8(j),
mandating that this letter be submitted to the Commission no later than 80 days
before the Company files the Proxy Materials be waived because the Proposal was
received by the Company fewer than 80 days before the date on which the Company
anticipates filing the Proxy Materials.
Pursuant to Rule 14a-8(j), we are enclosing six copies of the Proposal.
Rule 14a-8(e)(1) states that the deadline for submitting a proposal for a
company's annual meeting is found in the previous year's proxy statement. The
Company's proxy statement stated:
"Any shareholder who intends to present a proposal intended to be considered in
the 2006 Annual Meeting of Shareholders must submit such proposal prior to
September 30, 2005."
Rule 14(a)(e)(2) sets forth the methodology for determining the deadline for
shareholder proposals as follows: the proposal must be received at the company's
principal executive offices not less than 120 calendar days before the
anniversary of the date of the company's proxy statement released to
shareholders in connection with the previous year's annual meeting. The
September 30, 2005 date was 120 days prior to the anniversary of the date that
the proxy statement for the 2005 Annual Meeting of Shareholders was distributed
to the public, which was January 28, 2005. In order to meet the deadline the
Proposal should have reached the Company before September 30, 2005. Rule
14(a)(e)(2) provides an alternative method for calculating the deadline in the
event that the annual meeting is held more than 30 days after the date of the
previous year's meeting. While the Company has not definitively established the
date of its 2006 Annual Meeting of Shareholders, it will be held on a date that
is within 30 days of the date of last year's meeting, and therefore the
alternative method of calculation of the deadline is not applicable.
The Proposal was dated November 16, 2005 and was not received by the Company
until November 18, 2005, 49 days after the deadline. An untimely proposal may be
omitted from proxy materials. (See Putnam Tax-Free Health Care Fund (August 8,
2005); The France Growth Fund, Inc. - Calapasas Investment Partnership (April 6,
2001)):
Because Mr. Wood did not meet the timeliness requirements of Rule 14a-8(e)(1),
the Company does not intend to include the Proposal in the Proxy Materials.
In addition to the foregoing, the Company is requesting that the requirement of
Rule 14a-8(j), mandating that this letter be submitted to the Commission no
later than 80 days before the Company files the Proxy Materials, be waived. The
Company anticipates that it will file its Proxy Materials within fewer than 80
days. Because the Proposal was received more than one and one half months after
the filing deadline, it was not possible for the Company to respond to the
Proposal within a time frame which is certain to be at least 80 days prior to
its anticipated date of filing. (See The France Growth Fund, Inc. - Calapasas
Investment Partnership (April 6, 2001)).
Should the Commission's staff require any additional information, please contact
the undersigned at the number listed above.
Very truly yours,
HODGSON RUSS LLP
By: /s/
Janet N. Gabel
JNG/dlc
cc: Woodrow W. Wood
[INQUIRY LETTER]
520 Ashland Avenue
Aurora, Illinois 60505
November 16, 2005
President or Chairman of the Board
RENTWAY CORP.
ONE RENT WAY PLACE
ERIE, PA L %)%
Dear Sir or Madam:
I am Woodrow W. Wood, holder of four (400) hundred shares of Rentway stock. BE
IT RESOLVED: Begining with the second pay day after this meeting all salaried
and management employees be paid in the following manner: Eighty percent in cash
and twenty percent in non interest bearing notes. Said notes not to be called,
or redeamed until after the fourth consective payment of quarterl dividends on
common stock of the company. (the notes to be redeamed one note succesively as
issued.) If at any time dividends are suspended the foregoing proceedure will
resume.
MY JUSTIFICATION OF THIS PROPOSAL IS The company has (for years) injoued the use
of stockholders money without any type of remuneration. IT IS TIME WE HAD SOME
OF THE BENEFITS OF OUR INVESTMENT.
I am not asking that any officer or employee take a wage cut, but I am asking
that they take a portion of their wage or salary in defered payment.
I am not proposeing that they take a wage greeze, though I do think such is in
order.
Cordially yours,
/s/
Woodrow W. Wood
[INQUIRY LETTER]
January 5, 2006
Via Federal Express
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Chief Counsel
100 F Street, N.E.
Washington, D.C. 20549
Re: Rent-Way, Inc.
Dear Sir or Madam:
As counsel to Rent-Way, Inc. (the "Company"), this letter is intended to
supplement our letter dated December 1, 2005, in order to clarify the regulatory
sections pursuant to which the Company is requesting that the staff not
recommend an enforcement action to the Commission if the Company omits to
include the shareholder proposal submitted by Woodrow W. Wood, as described in
our December 1, 2005 letter. For convenience, we are amending and restating our
December 1, 2005 letter in its entirety.
We hereby request on behalf of the Company that the Division of Corporation
Finance recommend no action to the Securities and Exchange Commission (the
"Commission") if the Company omits the shareholder proposal (the "Proposal")
submitted by Woodrow W. Wood dated November 16, 2005, from the proxy materials
for its 2006 Annual Meeting of Shareholders ("Proxy Materials") on the grounds
that the Proposal was not timely. In addition, we are requesting that the
requirement of Rule 14a-8(j)(1), mandating that this letter be submitted to the
Commission no later than 80 days before the Company files the Proxy Materials be
waived because the Proposal was received by the Company fewer than 80 days
before the date on which the Company anticipates filing the Proxy Materials.
Pursuant to Rule 14a-8(j), we are enclosing six copies of the Proposal.
Rule 14a-8(e)(1) states that the deadline for submitting a proposal for a
company's annual meeting is found in the previous year's proxy statement. The
Company's proxy statement stated:
"Any shareholder who intends to present a proposal intended to be considered in
the 2006 Annual Meeting of Shareholders must submit such proposal prior to
September 30, 2005."
Rule 14(a)(e)(2) sets forth the methodology for determining the deadline for
shareholder proposals as follows: the proposal must be received at the company's
principal executive offices not less than 120 calendar days before the
anniversary of the date of the company's proxy statement released to
shareholders in connection with the previous year's annual meeting. The
September 30, 2005 date was 120 days prior to the anniversary of the date that
the proxy statement for the 2005 Annual Meeting of Shareholders was distributed
to the public, which was January 28, 2005. In order to meet the deadline the
Proposal should have reached the Company before September 30, 2005. Rule
14(a)(e)(2) provides an alternative method for calculating the deadline in the
event that the annual meeting is held more than 30 days after the date of the
previous year's meeting. While the Company has not definitively established the
date of its 2006 Annual Meeting of Shareholders, it will be held on a date that
is within 30 days of the date of last year's meeting, and therefore the
alternative method of calculation of the deadline is not applicable.
The Proposal was dated November 16, 2005 and was not received by the Company
until November 18, 2005, 49 days after the deadline. An untimely proposal may be
omitted from proxy materials. (See Putnam Tax-Free Health Care Fund (August 8,
2005); The France Growth Fund, Inc. - Calapasas Investment Partnership (April 6,
2001)).
Based upon the foregoing, the Company requests that the staff not recommend
enforcement action to the Commission if the Company omits the Proposal based
upon Mr. Wood's failure to submit the proposal by the deadline, in accordance
with Rule 14a-8(e)(2).
In addition to the foregoing, the Company is requesting that the requirement of
Rule 14a-8(j)(1), mandating that this letter be submitted to the Commission no
later than 80 days before the Company files the Proxy Materials, be waived. The
Company anticipates that it will file its Proxy Materials within fewer than 80
days. Because the Proposal was received more than one and one half months after
the filing deadline, it was not possible for the Company to respond to the
Proposal within a time frame which is certain to be at least 80 days prior to
its anticipated date of filing. (See The France Growth Fund, Inc. - Calapasas
Investment Partnership (April 6, 2001)).
Should the Commission's staff require any additional information, please contact
the undersigned at the number listed above.
Very truly yours,
HODGSON RUSS LLP
By: /s/
Janet N. Gabel
JNG/sf
cc: Woodrow W. Wood
[STAFF REPLY LETTER]
January 6, 2006
Response of the Office of Chief Counsel Division of Corporation Finance
Re: Rent-Way, Inc Incoming letter dated December 1, 2005
The proposal relates to compensation.
We note that it is unclear whether the submission is a proposal made under rule
14a-8 or is a proposal to be presented directly at the annual meeting, a matter
we do not address. To the extent that the submission involves a rule 14a-8
issue, there appears to be some basis for your view that Rent-Way may exclude
the proposal under rule 14a-8(e)(2) because Rent-Way received it after the
deadline for submitting proposals. Accordingly, we will not recommend
enforcement action to the Commission if Rent-Way omits the proposal from its
proxy materials in reliance on rule 14a-8(e)(2).
We note that Rent-Way did not file its statement of objections to including the
proposal in its proxy materials at least 80 days before the date on which it
filed definitive proxy materials as required by rule 14a-8(j)(1). Noting the
circumstances of the delay, we grant Rent-Way's request that the 80-day
requirement be waived.
Sincerely,
/s/
Mark F. Vilardo
Special Counsel
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