<PAGE>   1

                                    FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

(Mark One)

[X]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934

                  For the quarterly period ended MARCH 31, 1997

                                       OR

[ ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934

                         Commission File Number 33-81370

                               CENTRAL RENTS, INC.
             (Exact name of registrant as specified in its charter)

            Delaware                                       95-4476294
  ------------------------------                        -----------------
  (State or other jurisdiction of                       (I.R.S. Employer
   incorporation or organization)                       Identification No.)

                            5480 East Ferguson Drive
                           Commerce, California 90022
              ----------------------------------------------------
                    (Address of principal executive offices)


                                 (213) 720-8700
              ----------------------------------------------------
              (Registrant's telephone number, including area code)

Indicate by check mark whether Registrant (1) has filed all reports to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the Registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.

YES    X    NO  
   -------     ------

Number of shares outstanding as of May 14, 1997:  617,045.


<PAGE>   2

                               CENTRAL RENTS, INC.

                                    FORM 10-Q


                                      INDEX


<TABLE>
<CAPTION>
                                                                                                             Page No.

<S>                                                                                                               <C>
PART I.                                              FINANCIAL INFORMATION

Item 1         Condensed Financial Statements:

               Condensed Balance Sheets at March 31, 1997 and December 31, 1996 ..................................  1

               Condensed Statements of Operations for the Three Months Ended March 31, 1997 and 1996  ............  2

               Condensed Statements of Cash Flows for the Three Months Ended March 31, 1997 and 1996  ............  3

               Notes to Condensed Financial Statements  ..........................................................  4

Item 2.        Management's Discussion and Analysis of Financial Condition and Results of Operations  ............  6


PART II.       OTHER INFORMATION

Item 5.        Other Information  ................................................................................  9

Item 6.        Exhibits and Reports on Form 8-K ..................................................................  9

Signatures     ................................................................................................... 10
</TABLE>


<PAGE>   3
PART I.  FINANCIAL INFORMATION

ITEM 1.  CONDENSED FINANCIAL STATEMENTS

                               CENTRAL RENTS, INC.

                            CONDENSED BALANCE SHEETS
                             (DOLLARS IN THOUSANDS)


<TABLE>
<CAPTION>
                                                                       March 31,       December 31,
                                                                          1997             1996
                                                                      -----------      -----------
                               A S S E T S
<S>                                                                   <C>              <C>        
Cash and cash equivalents                                             $       281      $       883
Short-term investments                                                     10,808           11,925
Receivables and prepaid expenses                                            1,905            2,348
Income tax receivable - related party                                       1,873            1,871
Rental merchandise, net                                                    33,621           34,381
Property and equipment, net                                                 3,254            2,527
Deferred financing costs, net                                               1,875            1,957
Noncompete agreement, net                                                     525            1,275
Customer rental agreements, net                                                19               --
Excess of cost over net assets acquired, net                                6,799            6,861
Deferred income taxes, net                                                  8,445            8,156
Other assets                                                                  114              279
                                                                      -----------      -----------
     Total assets                                                     $    69,519      $    72,463
                                                                      ===========      ===========

                               LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable                                                      $     2,519      $     5,332
Accrued expenses                                                            5,949            5,682
Due to related parties                                                        353              237
Accrued interest                                                            2,253              322
Long-term notes                                                            58,163           58,094
                                                                      -----------      -----------
     Total liabilities                                                     69,237           69,667
                                                                      -----------      -----------
Commitments and contingencies
Stockholders' equity:
     Preferred stock, $.01 par value,
        100 shares authorized; no shares issued                                --               --
     Common stock, $.01 par value, 2,000,000 shares authorized;
        617,045 and 551,045 shares issued and outstanding in 1997
        and 1996, respectively                                                  6                6
     Additional paid-in capital                                            22,944           22,944
     Retained deficit                                                     (22,668)         (20,154)
                                                                      -----------      -----------
         Total stockholders' equity                                           282            2,796
                                                                      -----------      -----------
     Total liabilities and stockholders' equity                       $    69,519      $    72,463
                                                                      ===========      ===========
</TABLE>


                  See notes to condensed financial statements.


                                       1
<PAGE>   4

                               CENTRAL RENTS, INC.

                       CONDENSED STATEMENTS OF OPERATIONS
                       (THOUSANDS, EXCEPT PER SHARE DATA)


<TABLE>
<CAPTION>
                                                        Three Months Ended
                                                             March 31,
                                                  ----------------------------
                                                      1997             1996
                                                  -----------      -----------
<S>                                               <C>              <C>        
Revenues                                          $    26,736      $    28,400
                                                  -----------      -----------

Costs and expenses:
     Selling, general and administrative               15,682           15,381
     Cost of merchandise sold                           1,098            1,067
     Depreciation and amortization -
         Rental merchandise                             7,660            8,648
         Property and equipment                           367              404
                                                  -----------      -----------
                                                       24,807           25,500
                                                  -----------      -----------
Income before interest, taxes and
    amortization of intangibles                         1,929            2,900
                                                  -----------      -----------

Amortization of intangibles                               818            1,898
                                                  -----------      -----------

Income from operations                                  1,111            1,002
Interest expense, net                                  (1,914)          (1,940)
                                                  -----------      -----------
Loss before income taxes                                 (803)            (938)
Income tax benefit                                        289              320
                                                  -----------      -----------
Net loss                                          $      (514)     $      (618)
                                                  ===========      ===========

Per share data:

Net loss per common share                         $      (.89)     $     (1.12)
                                                  ===========      ===========
Weighted average common shares outstanding                575              551
                                                  ===========      ===========
</TABLE>


                  See notes to condensed financial statements.


                                       2
<PAGE>   5

                               CENTRAL RENTS, INC.

                       CONDENSED STATEMENTS OF CASH FLOWS
                             (DOLLARS IN THOUSANDS)



<TABLE>
<CAPTION>
                                                                               Three Months Ended
                                                                                    March 31,
                                                                          ----------------------------
                                                                              1997             1996
                                                                          -----------      -----------
<S>                                                                       <C>              <C>         
Cash flows from operating activities:
     Net loss                                                             $      (514)     $      (618)
     Adjustments to reconcile net loss to net cash provided by
         operating activities:
         Depreciation of rental merchandise                                     7,660            8,648
         Depreciation and amortization of property and equipment                  367              404
         Amortization of intangibles                                              818            1,898
         Amortization of debt discount                                             68               68
         Amortization of deferred financing costs                                  83               83
         Decrease (increase) in deferred income taxes                            (289)              66
     Changes in operating assets and liabilities:
         Decrease in receivables, prepaid expenses and other assets               608              360
         Increase in rental merchandise                                        (6,900)          (4,699)
         Decrease (increase) in income tax receivable - related party              (2)             600
         Decrease in accounts payable                                          (2,813)          (5,515)
         Increase (decrease) in due to related parties                            116             (430)
         Increase in accrued expenses                                             266              540
         Increase in accrued interest                                           1,931            1,931
                                                                          -----------      -----------
         Net cash provided by operating activities                              1,399            3,336
                                                                          -----------      -----------
Cash flows from investing activities:
     Purchase of property and equipment                                        (1,094)            (304)
     Sale (purchase) of short-term investments                                  1,117           (2,475)
     Purchase of rental agreements                                                (24)              --
                                                                          -----------      -----------
     Net cash used by investing activities                                         (1)          (2,779)
Cash flows from financing activities:
     Dividends paid                                                            (2,000)          (2,000)
                                                                          -----------      -----------
         Net cash used in financing activities                                 (2,000)          (2,000)
                                                                          -----------      -----------

Net decrease in cash and cash equivalents                                        (602)          (1,433)
Cash and cash equivalents, beginning of period                                    883            1,560
                                                                          -----------      -----------
Cash and cash equivalents, end of period                                  $       281      $       117
                                                                          ===========      ===========

Cash paid during the period for:
Interest                                                                  $        22      $        --
Income taxes                                                                      430               64
</TABLE>


                  See notes to condensed financial statements.


                                       3

<PAGE>   6

                               CENTRAL RENTS, INC.

                     NOTES TO CONDENSED FINANCIAL STATEMENTS

A.   Basis of Presentation

     The accompanying condensed financial statements of Central Rents, Inc. (the
"Company") have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions to Rule
10-01 of Regulation S-X. Accordingly, they do not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of only normal recurring adjustments) considered necessary for a fair
presentation of the Company's financial condition and operating results for the
interim periods presented have been included. Operating results for the quarter
are not necessarily indicative of the results that may be expected for the year.
These interim financial statements should be read in conjunction with the Form
10-K for the year ended December 31, 1996, including the financial statements
and notes contained therein, filed with the Securities and Exchange Commission.

     On March 17, 1994, the Company was incorporated in Delaware. The Company is
a wholly owned subsidiary of Central Rents Holding, Inc. which is a wholly owned
subsidiary of Banner Holdings, Inc. ("Banner"). On June 3, 1994, the Company
acquired all of the outstanding stock of RTO Enterprises, Inc., ("RTO") and WBC
Holdings, Inc. ("WBC") for a purchase price of approximately $60,000,000 in cash
(the "Acquisition"), in a transaction accounted for as a purchase. On April 28,
1995 RTO and WBC were merged into the Company pursuant to a statutory merger
effected in accordance with the provisions of the Delaware General Corporation
Laws.

     Certain reclassifications have been made to previously reported amounts to
conform with the current quarter financial presentation.

B.   Earnings Per Common Share

     Earnings per common share have been computed on the basis of the weighted
average number of common shares outstanding. There were no common stock
equivalents for the periods presented, as they were antidilutive.

     The Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 128, "Earnings Per Share" (SFAS 128) and Statement of
Financial Accounting Standards No. 129, "Disclosure of Information About
Capital Structure" (SFAS 129) in fiscal year 1997. The Company does not expect
that the adoption of SFAS 128 and SFAS 129 will have a material effect on its
financial position or its results of operations in fiscal year 1997.

C.   Amortization of Intangibles

     In connection with the Acquisition, one of the sellers entered into a
noncompete agreement with the Company. The noncompete agreement is amortized
over a period of 3 years. Amortization of the noncompete agreement is 50% in
year one, 35% in year two and 15% in year three.

     The excess of cost over net assets acquired, which relates to the
Acquisition of RTO and WBC and other stores in 1995, is currently being
amortized on a straight-line basis over a period of 30 years. The purchase
allocation may change upon the resolution of certain issues with the seller. The
Company periodically reviews the excess of cost over net assets acquired to
assess recoverability. Impairment would be recognized in operating results if a
permanent diminution in value were to occur, pursuant to Financial Accounting
Standards No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed of."

D.   Long-term Notes and Revolving Line of Credit

     The Company funded the purchase price for the Acquisition from the proceeds
of an offering of units (the "Offering"), consisting of $60,000,000 principal
amount of 12 7/8% Senior Notes due 2003 (the "Notes") and warrants to purchase
60,000 shares of common stock of the Company, at an exercise price of $.01 per
share. The Offering was made in reliance upon exemptions from the registration
requirements of the Securities Act of 1933, as amended and applicable state
securities laws. Additional warrants to purchase 6,000 shares of common stock of
the Company, at an exercise price 



                                       4
<PAGE>   7

of $.01 per share, were issued to Jefferies & Company, Inc., the initial
purchaser of the Notes. Of the total proceeds, $57,389,000 was allocated to
Notes and $2,200,000 was allocated to the issuance of warrants. On or before
February 28, 1997, all Warrant holders exercised their option to convert the
Warrants into the Company's common stock.

     The Notes bear interest at the rate of 12 7/8% per annum payable
semi-annually on December 15 and June 15. The Notes are not redeemable prior to
June 15, 1999, except that prior to June 15, 1997, the Company may redeem at its
option, with any new proceeds received by the Company from an initial public
offering of common stock of the Company or a parent company of the Company up to
one-third of the initial aggregate principal amount of the Notes, provided that
at least two-thirds of the initial aggregate principal amount of the Notes
remains outstanding immediately after the occurrence of such redemption, at the
redemption price as defined, plus accrued and unpaid interest to the date of
redemption. On or after June 15, 1999, the Notes will be redeemable at the
option of the Company, in whole or in part, at the redemption prices as defined
plus accrued and unpaid interest to the date of redemption.

     On May 11, 1995, the Company entered into a three year $25,000,000
revolving line of credit agreement with Wells Fargo Bank (the "Line of Credit").
In November 1996, the Company and Wells Fargo amended the Line of Credit in
order to reduce the available borrowings under the Line of Credit to
$12,500,000. The Line of Credit is subject to an annual commitment fee payable
to the bank on a quarterly basis of 0.5% of the unused borrowings. The Line of
Credit is collateralized by substantially all of the rental merchandise of the
Company and bears interest at prime plus 1%. The Line of Credit includes various
financial and other covenants which, among other things, provides that
borrowings cannot exceed an amount equal to 50% of the aggregate book value of
the Company's rental merchandise. There currently are no borrowings under the
Line of Credit. Subsequent to March 31, 1997, the Company canceled the Line of
Credit.

E.   Related Party Transactions

      The Company has entered into an Administrative Services Agreement (the
"Administrative Services Agreement") with Banner pursuant to which Banner or one
of the other Banner subsidiaries, other than the Company, provides purchasing,
advertising, accounting, insurance, health and other benefits, real estate,
management information systems, and other services to the Company. The Company
is required to reimburse Banner for its allocable share of direct and overhead
costs determined on the basis of the Company's percentage utilization of the
applicable services contemplated by the Administrative Services Agreement. The
Administrative Services Agreement can be automatically extended for successive
one-year terms through June 3, 2004 unless the Company gives at least 30 days
prior notice at the end of the then current term that the Administrative
Services Agreement will terminate. As long as Banner or any other Banner
subsidiary beneficially owns more than 50% of the voting stock of the Company,
the Administrative Services Agreement shall not be terminable by Banner or any
other Banner subsidiary as a result of any breach of the Administrative Services
Agreement by the Company. During the three months ended March 31, 1997, the
Company did not purchase any merchandise from Banner in connection with the
Administrative Services Agreement. The Company has not incurred any material
common costs during the three months ended March 31, 1997 or 1996 in connection
with the Administrative Services Agreement.

     The Company and G.M. Cypres & Co. entered into an agreement (the
"Consulting Agreement") pursuant to which G.M. Cypres & Co. or its designee
provides consulting, investment banking or similar services to the Company in
consideration for the payment of certain fees and expenses, including an annual
management fee (the "Management Fee"). Under the terms of the indenture entered
into by the Company in connection with the issuance of the Notes, the fees and
expenses payable under the Consulting Agreement must be reasonable and
customary, and the Management Fee shall not exceed $375,000 per year. Management
Fees under the terms of the Consulting Agreement totalled $93,750 for the three
months ended March 31, 1997 and 1996.

     Effective January 1, 1995, the Company entered into a triple net lease
agreement with BCE Properties II, Inc., a related party of the Company through
common ownership, for office space at the Company's corporate headquarters. The
lease provides, among other things, for monthly rent of $10,000 through December
31, 2005. Rent expense for the three months ended March 31, 1997 and 1996
totalled $30,000.

F.   On January 7, 1997 the Company declared a cash dividend of $3.24 per share
on its common stock which was paid on March 5, 1997.


                                       5

<PAGE>   8

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

RESULTS OF OPERATIONS

     This discussion and analysis highlights the results of operations of the
Company during the three months ended March 31, 1997 and 1996.

     The revenue, store operating profit, field and corporate general and
administrative expenses, income before interest, taxes and amortization of
intangibles, net loss and number of stores of the Company were as follows for
the three months ended March 31, 1997 and 1996 ($ in millions):

<TABLE>
<CAPTION>
                                                         Three Months Ended
                                                               March 31,
                                                   1997                          1996
                                         -----------------------       ----------------------

<S>                                       <C>           <C>            <C>           <C> 
Revenues ............................     $   26.7           100%      $   28.4           100%

Store operating profit ..............          4.5          16.9            5.6          19.7

Field and corporate general and
   administrative expenses ..........          2.6           9.7            2.7           9.5

Income before interest, taxes and
    amortization of intangibles .....          1.9           7.1            2.9          10.2


Net loss ............................         (0.5)         (1.9)          (0.6)         (2.1)

Number of  stores  (at end of period)                 165                         167
</TABLE>

  THREE MONTHS ENDED MARCH 31, 1997 COMPARED WITH THE RESULTS OF OPERATIONS FOR
  THE THREE MONTHS ENDED MARCH 31, 1996.

         Revenues. Total revenues decreased $1.7 million or 5.9%, to $26.7
  million for the three months ended March 31, 1997 from $28.4 million for the
  three months in 1996. The decrease in revenues is primarily the result of a
  decrease in units on rent. The impact of the decrease in units on rent is
  partially offset by an increase in the average revenue per unit resulting from
  a move toward higher end products and improved collections. Management
  believes the decline in the portfolio of units on rent is a result of the
  continued weakness in the consumer electronics and appliances marketplace
  coupled with increased competition, primarily in its operations in the eastern
  and central states. In addition, consolidation within the rental-purchase
  industry over the last several years, especially in the eastern and central
  states, has significantly increased the competitive climate in those states
  and contributed to the general deterioration in the number of units on rent
  and resultant revenue declines.

     Store Operating Profit. Store operating profit decreased $1.1 million or
  19.6%, to $4.5 million for the three months ended March 31, 1997 from $5.6
  million for the three months in 1996. The decrease in store operating profit
  was primarily the result of a decrease in gross profit of approximately $0.9
  million as a result of lower revenues in the three months ended March 31, 1997
  as compared to 1996 with an increase of $0.2 million in store operating
  expenses. Total store operating expenses as a percentage of revenue increased
  to 52.2% of revenues in the three months ended March 31, 1997 from 48.2% for
  the three months in 1996. The increase in store operating expenses as a
  percentage of revenue was largely due to an increase in store payroll, fringe
  benefits, vehicle and occupancy costs. Store operating profit as a percentage
  of revenue decreased to 16.9% of revenues for the three months ended March 31,
  1997 from 19.7% for the same period in 1996. Management has taken steps to
  reduce labor costs in the stores as a result of the decline in the portfolio
  of units on rent. However, due to the relatively small physical size of the
  Company's operating units and 


                                       6

<PAGE>   9

  relatively small number of personnel in each location, significant reductions
  in labor costs have been difficult to achieve.

     Comparable Stores. Comparable store revenues decreased $1.5 million or
  5.5%, to $26.1 million for the three months ended March 31, 1997 from $27.6
  million for the three months in 1996. The decrease in comparable store
  revenues was primarily the result of a decrease in units on rent for the three
  months ended March 31, 1997 as compared to the same period in 1996. Comparable
  store operating profit decreased $1.0 million or 18.5%, to $4.5 million for
  the three months ended March 31, 1997 from $5.5 million for the same period in
  1996. The decrease in comparable store operating profit was primarily the
  result of a decrease in same store gross profit as a result of lower units on
  rent in 1997 with an increase in store operating expenses as previously
  discussed.

     Field and Corporate General and Administrative Expenses. Field and
  corporate general and administrative expenses decreased by $0.1 million or
  3.7%, to $2.6 million for the three months ended March 31, 1997 from $2.7
  million for the three months in 1996. Field and corporate general and
  administrative expenses for the three months ended March 31, 1997 as a
  percentage of revenue increased to 9.7% from 9.5% for the same period in 1996.

     Income Before Interest, Taxes and Amortization of Intangibles. Income
  before interest, taxes and amortization of intangibles decreased $1.0 million
  or 33.5%, to $1.9 million for the three months ended March 31, 1997 from $2.9
  million for the three months in 1996. The decrease in income before interest,
  taxes and amortization of intangibles is primarily the result of the decrease
  in store operating profit for the three months ended March 31, 1997 as
  compared to the same period in 1996. Income before interest, taxes and
  amortization of intangibles as a percentage of revenue decreased to 7.1% for
  the three months ended March 31, 1997 from 10.2% for the same period in 1996.

     Net Loss. Net loss decreased $0.1 million or 16.8% to $0.5 million for the
  three months ended March 31, 1997 from $0.6 million for the three months in
  1996. Net loss as a percentage of revenue decreased to 1.9% for the three
  months ended March 31, 1997 from 2.1% for the three months in 1996. This
  decrease was primarily due to a reduction in the amortization expense of
  customer rental agreements and the noncompete agreement offset by a decrease
  in store operating profit.

  LIQUIDITY AND CAPITAL RESOURCES

     The Company's primary capital expenditures are purchases of rental
  merchandise throughout the year to replace rental merchandise which has been
  sold or charged-off. Total purchases of rental merchandise were $8.0 million
  during the three months ended March 31, 1997. The Company's other capital
  expenditures consist of purchases of property, fixtures and office equipment,
  including store improvements. Total combined capital expenditures on these
  items for the three months ended March 31, 1997 totalled $1.1 million.

     The Company's long-term notes (the "Notes") of $60,000,000 were issued in
  connection with the acquisition of RTO and WBC in June 1994 and bear interest
  at the rate of 12 7/8% per annum payable semi-annually on December 15 and June
  15. The Notes are not redeemable prior to June 15, 1999, except that prior to
  June 15, 1997, the Company may redeem at its option, with the net proceeds
  received by the Company from an initial public offering of common stock of the
  Company or a parent company of the Company up to one-third of the initial
  aggregate principal amount of the Notes, at the redemption price as defined
  plus accrued and unpaid interest to the date of redemption, provided that at
  least two-thirds of the initial aggregate principal amount of the Notes
  remains outstanding immediately after the occurrence of such redemption. On or
  after June 15, 1999 the Notes will be redeemable at the option of the Company,
  in whole or in part, at the redemption prices as defined, plus accrued and
  unpaid interest to the date of redemption.

     On May 11, 1995, the Company entered into a three year $25,000,000
  revolving line of credit with Wells Fargo Bank (the "Line of Credit"). In
  November 1996, the Company and Wells Fargo amended the Line of Credit to
  reduce the available borrowings under the Line of Credit to $12,500,000. The
  Line of Credit is subject to an annual commitment fee payable to the bank on a
  quarterly basis of 0.5% of the unused borrowings. The Line of Credit is
  collateralized by substantially all of the rental merchandise of the Company
  and bears interest at prime plus 1%. The Line of Credit includes various
  financial and other covenants which, among other things, provides that
  borrowings by the Company may not exceed an amount equal to 50% of the
  aggregate book value of the Company's rental merchandise. There were 



                                       7
<PAGE>   10

  no borrowings under the Line of Credit at March 31, 1997. Subsequent to March
  31, 1997 the Company canceled the Line of Credit.

     On January 7, 1997 the Company declared a cash dividend on its common stock
  to be paid to the holders of record of the Company's common stock as of
  February 28, 1997 payable on March 5, 1997. On or before February 28, 1997,
  all Warrant holders exercised their option to convert the Warrants into the
  Company's common stock.

     On March 5, 1997, the Company paid a total cash dividend of $2.0 million to
  the holders of its common stock.

     The Internal Revenue Service (the "IRS") published a revenue ruling in July
  1995 providing that the Modified Accelerated Cost Recovery System ("MACRS") is
  the appropriate depreciation method for rental-purchase merchandise. The
  Company had been using the income forecast method of depreciation for tax
  accounting, and management believes that this method has been widely used
  throughout the rental-purchase industry prior to the publication of this
  revenue ruling. The Company received permission from the IRS and converted to
  the MACRS method of depreciation for tax accounting purposes only, effective
  January 1, 1996. Management believes that the Company's conversion to MACRS
  will not significantly impact the Company's financial condition or results of
  operations.

     The Company's primary sources of liquidity are expected to be its cash flow
  from operations and the excess cash and short-term investments currently
  available. Management intends to use the Company's excess cash balances to
  expand its operations through acquisitions and new store openings. Since the
  acquisition of RTO and WBC, the Company has consolidated stores that operated
  in overlapping geographic markets and sold certain other stores that were not
  located within the Company's targeted geographic markets. The Company is
  evaluating several strategic geographic regions in which it could strengthen
  its market position for further expansion during 1997 and in subsequent years
  through new store openings and acquisitions. The Company does not have any
  mandatory debt amortization requirements until the year 2003.


                                       8
<PAGE>   11

  PART II.  OTHER INFORMATION

  ITEM 5.  OTHER INFORMATION

     None.

  ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

<TABLE>
<CAPTION>
     (a)      Exhibits
<S>           <C>
     3.1      Amended and Restated Certificate of Incorporation of Central Rents, Inc.*
     4.1      Purchase Agreement dated June 3, 1994*
     4.2      Registration Rights Agreement dated June 3, 1994*
     4.3      Indenture dated June 3, 1994*
     4.4      Form of Series A Note (Included in Exhibit 4.3)*
     4.5      Form of Series B Note (Included in Exhibit 4.3)*
     4.6      Warrant Agreement dated June 3, 1994*
     10.1     Tax Sharing Agreement*
     10.2     Administrative Services Agreement*
     10.3     Consulting Agreement*
     10.4     Centrals Rents, Inc. Vehicle Lease Agreement**
     10.5     Central Rents, Inc. 1994 Stock Option Plan**
     10.6     Credit Agreement by and between Central Rents, Inc. as Borrower and
              Wells Fargo Bank National Association, as Bank, dated May 11, 1995***
     10.7     First Amendment to Credit Agreement by and between Central Rents, Inc.
              as borrower and Wells Fargo Bank National Association's bank, dated
              November 4, 1996****
</TABLE>

     (b)      Reports

              No reports on Form 8-K were required to be filed by the Company
              during the three months ended March 31, 1997.
----------
*    Incorporated by reference from the Company's Registration Statement on Form
     S-1 (No. 33-81370)

**   Incorporated by reference from the Company's Form 10-K for the fiscal year
     ended December 31, 1994

***  Incorporated by reference from the Company's Form 10Q for the quarterly
     period ended March 31, 1995.

**** Incorporated by reference from the Company's Form 10Q for the quarterly
     period ended September 30, 1996.



                                       9
<PAGE>   12

                                   SIGNATURES


         Pursuant to the requirements of the Securities Exchange Act of 1934,
  the Registrant has duly caused this report to be signed on its behalf by the
  undersigned thereunto duly authorized.


                                     CENTRAL RENTS, INC.



  May 14, 1997                        /s/ Gary M. Cypres
                                     -------------------------------------------
                                     Gary M. Cypres
                                     Chairman





  May 14, 1997                        /s/ Derek Stamper
                                     -------------------------------------------
                                     Derek Stamper
                                     President





  May 14, 1997                        /s/ A. Keith Wall
                                     -------------------------------------------
                                     A. Keith Wall
                                     Vice President
                                     Chief Financial Officer





                                       10
<PAGE>   13

INDEX TO EXHIBITS


<TABLE>
<CAPTION>
Exhibit
Number                                    Description
------                                    -----------
<S>           <C>
     3.1      Amended and Restated Certificate of Incorporation of Central Rents, Inc.*
     4.1      Purchase Agreement dated June 3, 1994*
     4.2      Registration Rights Agreement dated June 3, 1994*
     4.3      Indenture dated June 3, 1994*
     4.4      Form of Series A Note (Included in Exhibit 4.3)*
     4.5      Form of Series B Note (Included in Exhibit 4.3)*
     4.6      Warrant Agreement dated June 3, 1994*
     10.1     Tax Sharing Agreement*
     10.2     Administrative Services Agreement*
     10.3     Consulting Agreement*
     10.4     Centrals Rents, Inc. Vehicle Lease Agreement**
     10.5     Central Rents, Inc. 1994 Stock Option Plan**
     10.6     Credit Agreement by and between Central Rents, Inc. as Borrower and
              Wells Fargo Bank National Association, as Bank, dated May 11, 1995***
     10.7     First Amendment to Credit Agreement by and between Central Rents, Inc.
              as borrower and Wells Fargo Bank National Association's bank, dated
              November 4, 1996****
</TABLE>

----------
*    Incorporated by reference from the Company's Registration Statement on Form
     S-1 (No. 33-81370)

**   Incorporated by reference from the Company's Form 10-K for the fiscal year
     ended December 31, 1994

***  Incorporated by reference from the Company's Form 10Q for the quarterly
     period ended March 31, 1995.

**** Incorporated by reference from the Company's Form 10Q for the quarterly
     period ended September 30, 1996.