ROLLINS ENVIRONMENTAL SERVICES, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JANUARY 27, 1995
TO THE HOLDERS OF COMMON STOCK:
PLEASE TAKE NOTICE that the 1995 Annual Meeting of
Shareholders of ROLLINS ENVIRONMENTAL SERVICES, INC., a
Delaware corporation, will be held on the First Floor, 1209
Orange Street, Wilmington, Delaware, on Friday, January 27,
1995 at 9:00 A.M. (Eastern Standard Time) for the following
purposes:
1. To elect one Class I Director to the Board of
Directors;
2. To consider and act upon such other business
as may properly come before the Annual Meeting
or any adjournment thereof.
The Proxy Statement dated December 21, 1994 is
attached.
The Board of Directors has fixed the close of
business on December 16, 1994 as the record date for the
determination of shareholders entitled to notice of and to
vote at the meeting.
You are cordially invited to attend the Annual
Meeting. If you cannot be present in person, please sign and
date the enclosed proxy and promptly mail it in the enclosed
return envelope which requires no postage. Any shareholder
giving a proxy has the right to revoke it any time before it
is voted.
BY ORDER OF THE BOARD OF DIRECTORS
Michael B. KINNARD, Secretary
Dated: Wilmington, Delaware
December 21, 1994
YOU ARE REQUESTED TO DATE AND SIGN THE ENCLOSED PROXY AND
RETURN IT IN THE ENCLOSED ENVELOPE WHICH REQUIRES NO UNITED
STATES POSTAGE.
<PAGE>
PROXY STATEMENT
ROLLINS ENVIRONMENTAL SERVICES, INC.
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JANUARY 27, 1995
The information concerning the enclosed proxy and
the matters to be acted upon at the Annual Meeting of
Shareholders to be held on January 27, 1995 (the "Annual
Meeting") is submitted to the shareholders for their
information.
SOLICITATION OF AND POWER TO REVOKE PROXY
This Proxy Statement is furnished in connection
with the solicitation of proxies on behalf of the Board of
Directors of ROLLINS ENVIRONMENTAL SERVICES, INC., a Delaware
corporation (the "Company"). Proxies solicited hereby are to
be voted at the Annual Meeting or at any adjournment thereof.
The mailing address for the Company's principal
executive office is P.O. Box 2349, Wilmington, Delaware
19899. This Proxy Statement and the form of proxy were first
sent to the Company's shareholders on December 21, 1994.
A form of proxy is enclosed. Each proxy submitted
will be voted as directed but, if not otherwise specified,
proxies solicited by the Board of Directors of the Company
will be voted in favor of the candidate for election to the
Board of Directors as a Class I Director.
The solicitation of proxies will be by mail. It
may be that further solicitation of proxies will be made by
telephone, telegram or interview with some shareholders of
the Company, following the original solicitation. All such
further solicitations will be made by regular officers and
employees of the Company, who will not be additionally
compensated therefor, or its Transfer Agent. The Company
will bear the entire cost of all such solicitations, which
will be nominal and include reimbursements paid to brokerage
firms and others for their expenses in forwarding
solicitation material regarding the meeting to beneficial
owners.
Each shareholder has the right to revoke his or her
proxy at any time before it is voted. A proxy may be revoked
by filing with the Secretary of the Company a written
revocation or a duly executed proxy bearing a later date or
by voting in person at the Annual Meeting. Any shareholder
may attend the Annual Meeting and vote in person, whether or
not such shareholder has previously given a proxy.
<PAGE>
CAPITAL STOCK
The outstanding capital stock of the Company on
December 16, 1994 consisted of 60,375,811 shares of Common
Stock, par value $l.00 per share. Holders of Common Stock
are entitled to one vote (non-cumulative) for each share of
such stock registered in their respective names at the close
of business on December 16, 1994, the record date for
determining shares entitled to notice of and to vote at the
Annual Meeting or any adjournment thereof.
The holders of a majority of the issued and
outstanding Common Stock constitute a quorum at any meeting
of shareholders and the affirmative vote of a majority of the
shares present is required for shareholder approval, except
for certain proposals to amend the Restated Certificate of
Incorporation which require the affirmative vote of the
holders of a majority of all outstanding Common Stock for
approval. Other amendments to the Restated Certificate of
Incorporation concerning: (a) special meetings of
shareholders; (b) amendments to the by-laws; (c) provisions
relating to the Board of Directors; and (d) certain business
transactions, when not approved by a majority of the Board of
Directors, require the affirmative vote of 75% of the shares
then entitled to be voted for approval.
As of October 31, 1994, only two persons were known
to the Company to own beneficially more than five percent
(5%) of the outstanding shares of Common Stock of the
Company. The name and address of each such person, together
with the number of shares owned and the percentage of
outstanding shares that ownership represents and information
as to Common Stock ownership of the Named Executives
identified in the Summary Compensation Table and the officers
and directors of the Company as a group (according to
information received by the Company) are set forth below:
Number of Shares
Title of Names and Addresses and Nature of Percent of
Class of Beneficial Owners Beneficial Ownership Class
Common John W. Rollins 3,713,076* 6.2%
One Rollins Plaza
Wilmington, DE 19803
Common State of Wisconsin 4,373,700 7.2%
Investment Board
P.O. Box 7842
Madison, WI 53707
Common Nicholas Pappas 100,170 .2%
One Rollins Plaza
Wilmington, DE 19803
Common Leo F. Rattigan, Jr. 3,000 -
One Rollins Plaza
Wilmington, DE 19803
<PAGE>
Common John W. Rollins, Jr. 166,125 .3%
One Rollins Plaza
Wilmington, DE 19803
Common Henry B. Tippie 1,270,000 2.1%
One Rollins Plaza
Wilmington, DE 19803
Common All Directors and 5,281,063 8.7%
Officers as a Group
(8 persons)
*Owned directly and of record.
PROPOSAL NO. 1
ELECTION OF DIRECTOR
At the Annual Meeting, one individual is to be
elected to serve as a Class I Director for a term of three
years and until the election and qualification of his
successor. Five other individuals serve as directors but are
not standing for re-election because their terms as directors
extend past the Annual Meeting pursuant to provisions of the
Company's Restated Certificate of Incorporation which
provides for the election of directors for staggered terms.
Directors elected at the commencement of the term of a given
Class serve a three year term. Unless a shareholder
WITHHOLDS AUTHORITY, the proxy holders will vote FOR the
election of the person named below to serve as director.
Although the Board of Directors does not contemplate the
possibility, in the event the nominee is not a
candidate or is unable to serve as a director at the time of
the election, unless the shareholder WITHHOLDS AUTHORITY, the
proxies will be voted for a nominee designated by the present
Board of Directors to fill such vacancy.
<PAGE>
The name and age of the nominee, his principal
occupation, the period during which he has served as a
director, together with the number of shares of Common Stock
beneficially owned by him, directly or indirectly, and the
percentage of outstanding shares that ownership represents,
all as of the close of business October 31, 1994 (according
to information received by the Company), are set forth below.
Similar information is also provided for those directors
whose terms expire in future years.
Shares of Percent
Name of Principal Service as Common of Out-
Nominee Occupation (1) Director Age Stock(2) standing
Shares
Class I (Term Expires 1998)
William B. Philipbar, Jr. Chief Executive 1978 to 1980 69 27,692 -
Officer from 1982 to date
1978 to May
1983, President
from 1978 to
September 1983;
Vice Chairman of
the Board from
May 1983 to
April 1990.
Shares of Percent
Names of Directors Whose Principal Service as Common of Out-
Terms Have Not Expired Occupation (1) Director Age Stock(2) standing
Shares
Class II (Term Expires 1996)
Patrick J. Bagley Vice President 1993 to date 47 1,000 -
and Treasurer
of Rollins Truck
Leasing Corp.*;
Vice President-
Finance and
Treasurer and
Director, Matlack
Systems,Inc.**
John W. Rollins, Jr. Senior Vice 1978 to 1980 52 166,125(4) .3%
Chairman of 1982 to date
the Board;
President, Chief
Operating Officer
and Director,
Rollins Truck
Leasing Corp.*;
Chairman of the
Board, Matlack
Systems,
Inc.** (3)
<PAGE>
Henry B. Tippie Chairman of the 1982 to date 67 1,270,000(5) 2.1%
Executive
Committee;
Chairman of
the Executive
Committee and
Vice Chairman
of the Board,
Rollins Truck
Leasing Corp.*;
Chairman of
the Executive
Committee
and Director,
Matlack Systems,
Inc.**; Chairman
of the Board and
Chief Executive
Officer, Tippie
Communications,
Inc. et al.
(Radio Stations)
Class III (Term Expires 1997)
Nicholas Pappas President and 1991 to date 64 100,170(7) .2%
Chief Operating
Officer since
July 1991 (6)
John W. Rollins Chairman of 1982 to date 78 3,713,076(8) 6.2%
the Board and
Chief Executive
Officer;
Chairman of
the Board and
Chief Executive
Officer, Rollins
Truck Leasing
Corp.* (3)
*Rollins Truck Leasing Corp. is engaged in the business of
truck leasing.
**Matlack Systems, Inc. is engaged in the business of bulk
trucking.
(1) Except as otherwise stated, the nominee and directors
have held the positions of responsibility set out in the
above column (but not necessarily their present title)
for more than five years. In addition to the
directorships listed in the above column, the following
individuals also serve on the board of directors of the
following companies: William B. Philipbar, Jr., Matlack
Systems, Inc., Rollins Truck Leasing Corp. and Medical
Safetec; John W. Rollins, Rollins, Inc., Matlack
Systems, Inc., RPC Energy Services, Inc. and FPA Corp.;
Henry B. Tippie, Rollins, Inc. and RPC Energy Services,
Inc.; Nicholas Pappas, CHEMFAB Corporation, Yenkin
Majestic Paint Co. and Nova Corp.
(2) All shares are owned beneficially.
(3) John W. Rollins is the father of John W. Rollins, Jr.
(4) Does not include 191,737* shares held as Co-Trustee,
6,191* shares held by his wife or 17,362* shares held by
his wife as Custodian for his children.
(5) Does not include 968,689* shares held as Co-Trustee,
26,000* shares held as Trustee, 23,000* shares owned by
his wife, 21,000* shares held by his wife as Trustee for
his children, or 30,000* shares owned by a partnership
over which Mr. Tippie has sole voting power.
(6) Mr. Pappas retired from E.I. DuPont de Nemours and
Company ("DuPont") on November 30, 1990 as Executive
Vice President and Member of the Executive Committee,
positions to which he had been elected on November 1,
1988. Mr. Pappas had held various positions with DuPont
since 1956, including Group Vice President - Polymers
Products from October 1983 to November 1988. Mr.
Pappas' most recent duties with DuPont included direct
responsibility for the Corporate Plans Department,
Executive Committee responsibility for Research and
Development, Engineering, Information Systems and
International and regional responsibility for the Far
East.
(7) Does not include 5,750* shares held by his wife.
(8) Does not include 154,749* shares held by his wife or
45,975* shares held by his wife as Custodian for his
minor children.
*The Messrs. Rollins, Tippie and Pappas disclaim any
beneficial interest in these holdings.
BOARD OF DIRECTORS AND BOARD COMMITTEES
The Board of Directors held four regularly
scheduled meetings during fiscal year 1994. All members of
the Board attended each meeting.
Audit Committee. The Audit Committee
consists of Patrick J. Bagley, Chairman, and William B.
Philipbar, Jr. The Audit Committee held two meetings during
the last fiscal year. The Committee's functions include
consulting with the Company's independent public accountants
concerning the scope and results of the audit, reviewing the
evaluation of internal accounting controls and inquiring into
special accounting-related matters.
Executive Committee. The Executive Committee
consists of Henry B. Tippie, Chairman, John W. Rollins and
John W. Rollins, Jr. The Executive Committee held three
meetings during the last fiscal year. The Executive
Committee has the power to exercise all of the powers and
authority of the Board of Directors in the management of the
business and affairs of the Company in accordance with the
provisions of the by-laws of the Company. The Executive
Committee performs all of the functions of a compensation
committee of the Board of Directors.
Stock Option Committee. The Stock Option
Committee consists of Henry B. Tippie, Chairman, and John W.
Rollins. The Stock Option Committee held three meetings
during the last fiscal year. The Stock Option Committee
administers the Company's outstanding Stock Option Plans
including the granting of options to various employees of the
Company and its subsidiaries.
The Company does not have a nominating
committee of the Board of Directors.
DIRECTORS' COMPENSATION
Directors who are not full-time employees of
the Company or any of its subsidiaries are each paid an
annual retainer for Board service of $8,000 and an attendance
fee of $750 for each Board of Directors or committee meeting
attended. Effective October 1, 1994 the annual retainer for
Board service increased to $10,000.
Notwithstanding anything to the contrary set
forth in any of the Company's previous filings under the
Securities Act of 1933, as amended, or the Securities
Exchange Act of 1934, as amended, that might incorporate
future filings, including this Proxy Statement, in whole or
in part, the following report and the Performance Graph on
page 8 shall not be incorporated by reference into any such
filings.
REPORT OF THE EXECUTIVE AND STOCK OPTION COMMITTEES OF THE
BOARD OF DIRECTORS ON EXECUTIVE COMPENSATION
During fiscal year 1994, the members of the
Executive Committee of the Board of Directors held primary
responsibility for determining executive compensation levels.
The Company is engaged in a highly
competitive industry. As a consequence, the Company views
its ability to attract and retain qualified executives as the
cornerstone of its future success. In order to accomplish
this objective, the Company has endeavored to structure its
executive compensation in a fashion that takes into account
the Company's operating performance and the individual
performance of the executive. Of necessity, this analysis is
subjective in nature and not based upon a structured formula.
The factors referred to above are not weighted in an exact
fashion.
Pursuant to the above compensation
philosophy, the total annual compensation of executive
officers of the Company is made up of one or more of three
elements. The three elements are salary, an annual incentive
compensation package and, in some years, grants of stock
options.
The salary of each executive officer is
determined by the Executive Committee. As previously stated,
in making its determinations the Executive Committee gives
consideration to the Company's operating performance for the
prior fiscal year and the individual executive's performance.
The annual incentive compensation package for
executive officers is developed by the Chief Operating
Officer of the Company prior to the end of each fiscal year.
It is based upon a performance formula for the ensuing fiscal
year. That performance formula and incentive package is then
reviewed by the Executive Committee and is either accepted,
amended or modified. None of the members of the Board of
Directors, except for the Chief Operating Officer, who is
also a director, participate in the incentive program.
Awards under the Company's Stock Option Plan
are purely discretionary, are not based upon any specific
formula, and may or may not be granted in any given fiscal
year. Grants are made under the Plan and the Plan is
administered by disinterested directors within the meaning of
Rule 16b-3 of the Securities Exchange Act of 1934.
When considering the grant of stock options, the Stock Option
Committee gives consideration to the overall performance of
the Company and the performance of individual employees.
CEO COMPENSATION
The CEO's compensation is determined by the
Executive Committee. As is the case with respect to the
Named Executives, the CEO's compensation is based upon the
Company's operating performance and his individual
performance. The decision of the Executive Committee is,
however, very subjective and is not based upon any specific
formula or guidelines. The CEO does not participate in the
deliberations of the Executive Committee when his salary is
determined. Neither the CEO nor any other member of the
Executive Committee participates in any Company incentive
program. The CEO has never received a Stock Option from the
Company.
Executive Committee Stock Option Committee
Henry B. Tippie, Chairman Henry B. Tippie, Chairman
John W. Rollins John W. Rollins
John W. Rollins, Jr.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934
requires the Company's officers and directors and persons who
own more than ten percent of a registered class of the
Company's equity securities to file reports of ownership and
changes in ownership with the Securities and Exchange
Commission ("SEC"). Officers, directors and greater than ten
percent shareholders are required by SEC regulations to
furnish the Company with copies of all Section 16(a) forms
they file.
Based on its review of the copies of such forms
received by it, the Company believes that during its
fiscalyear ended 1994 all filing requirements applicable to
its officers, directors and greater than ten percent
beneficial owners were complied with, except as follows:
John W. Rollins inadvertently filed one late Form 4 with
respect to a purchase of common stock of the Company; and
Michael B. Kinnard inadvertently filed a late Form 3 upon
becoming an officer.
<PAGE>
COMMON STOCK PERFORMANCE
The following table reflects a comparison of the
cumulative total shareholder return on the Company's common
stock for the five year period commencing October 1, 1989
through September 30, 1994, with the cumulative return of the
S&P Composite 500 Index and an index of peer companies
selected by the Company consisting of companies engaged in
the industrial waste disposal industry. In addition to the
Company, these companies are: Chemical Waste Management,
Inc.; Clean Harbors, Inc.; Horsehead Resource Development
Inc. and Westinghouse Electric Corp. The table assumes that
the value of an investment in the Company's common stock and
each index was 100 at September 30, 1989 and all dividends
were reinvested. The comparisons in this table are required
by the Securities and Exchange Commission and, therefore, are
not intended to forecast or be necessarily indicative of any
future return on the Company's common stock.
Years
1989 1990 1991 1992 1993 1994
Rollins Environmental Services, Inc. 100 82 97 104 57 58
S&P 500 100 91 119 132 149 155
Peer Group 100 90 76 65 44 44
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The following directors serve on the Company's Executive
Committee: John W. Rollins, John W. Rollins, Jr. and Henry
B. Tippie. Each is an employee of the Company, but none
participate in the deliberations of the Executive Committee
with respect to his own compensation. Henry B. Tippie serves
on the Compensation Committees of Rollins, Inc. and RPC
Energy Services, Inc. John W. Rollins, John W. Rollins, Jr.
and Henry B. Tippie are members of the Executive Committees
of Rollins Truck Leasing Corp. and Matlack Systems, Inc. The
Executive Committee of each of these two Companies performs
the functions of a Compensation Committee.
<PAGE>
EXECUTIVE COMPENSATION
Shown below is information concerning the annual
compensation for services in all capacities to the Company
for the fiscal years ended September 30, 1992, 1993 and 1994,
of those persons who were, at September 30, 1994, (i) the
Chairman and Chief Executive Officer and (ii) the other most
highly compensated executive officers of the Company whose
total annual salary exceeded $100,000 (the "Named
Executives"):
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION> ****Long Term Compensation****
*******Annual Compensation******** ******Awards******* *Payouts*
Restricted Stock All Other
Name and Other Annual Stock Options LTIP Compen-
Principal Salary Bonus Comp. (2) Awards(3) /SARs Payouts sation
Position Year (1) $ $ $ $ # $ $
<S> <C> <C> <C> <C> <C> <C> <C> <C>
John W. Rollins 1994 315,000 -0- - -0- -0- -0- -0-
Chairman of the 1993 360,000 -0- - -0- -0- -0- -0-
Board and CEO 1992 450,000 -0- - -0- -0- -0- -0-
Nicholas Pappas 1994 300,000 -0- - -0- -0- -0- -0-
President and COO 1993 300,000 -0- - -0- -0- -0- -0-
1992 300,000 483,686 - -0- -0- -0- -0-
Leo F. Rattigan, Jr. 1994 142,700 -0- - -0- -0- -0- -0-
Vice Pres.-Finance, 1993 140,775 -0- - -0- -0- -0- -0-
Treasurer and CFO 1992 95,625 46,884 - -0- 6,000 -0- -0-
John W. Rollins, Jr. 1994 315,000 -0- - -0- -0- -0- -0-
Senior Vice 1993 360,000 -0- - -0- -0- -0- -0-
Chairman of the 1992 450,000 -0- - -0- -0- -0- -0-
Board
Henry B. Tippie 1994 315,000 -0- - -0- -0- -0- -0-
Chairman- Executive 1993 360,000 -0- - -0- -0- -0- -0-
Committee 1992 450,000 -0- - -0- -0- -0- -0-
</TABLE>
(1) Fiscal years ending September 30.
(2) The only type of Other Annual Compensation for each of
the named officers was in the form of perquisites and
was less than the level required for reporting.
(3) No awards have ever been made.
<PAGE>
OPTION AND STOCK APPRECIATION RIGHTS GRANTS IN FISCAL YEAR 1994
The following table sets forth stock options granted
in the fiscal year ending September 30, 1994 to each of the
Company's Named Executives. Employees of the Company and its
subsidiaries are eligible for stock option grants based on
individual performance. The Company did not issue any stock
appreciation rights. The table also sets forth the
hypothetical gains that would exist for the options at the
end of their eight-year terms, assuming compound rates of
stock appreciation of 0%, 5% and 10%. The actual future
value of the options will depend on the market value of the
Company's Common Stock. All option exercise prices are based
on the market price on the grant date.
<TABLE>
<CAPTION>
Potential Realizable Value
at Assumed Annual Rates of Stock Price
Appreciation for
******************Individual Grants (1)********************** ***********Option Term (2)************
% of Total
Options
Options Granted To Exercise
Granted Employees Price Expiration
Name (#) in Fiscal Year ($/Sh) Date 0% 5% 10%
<S> <C> <C> <C> <C> <C> <C> <C>
Nicholas Pappas 10,200 5.1% $5.75 10/03/01 - $28,050 $67,116
Leo F. Rattigan, Jr. 7,200 3.7% $5.75 10/03/01 - $19,800 $47,376
John W. Rollins, Jr. 10,200 5.1% $5.75 10/03/01 - $28,050 $67,116
</TABLE>
(1) Options were granted on October 4, 1993.
(2) These amounts, based on assumed appreciation rates of 0%
and the 5% and 10% rates prescribed by the Securities
and Exchange Commission rules, are not intended to
forecast possible future appreciation, if any, of the
Company's stock price. These numbers do not take into
account certain provisions of options providing for
termination of the option following termination of
employment, nontransferability or phased-in vesting.
The Company did not use an alternative formula for a
grant date valuation as it is not aware of any formula
which will determine with reasonable accuracy a present
value based on future unknown or volatile factors.
Future compensation resulting from option grants is
based solely on the performance of the Company's stock
price.
<PAGE>
OPTIONS AND STOCK APPRECIATION RIGHTS
The following table summarizes option exercises
during fiscal year 1994 by the Named Executives, and the
value of the options and SARs held by such persons as of
September 30, 1994.
<TABLE>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR,
AND FY-END OPTION/SAR VALUE (1)
<CAPTION>
Value of
Number of Unexercised
Unexercised In-the-Money
Options at Options at
Shares Acquired Value FY-End (#) FY-End ($)
Name(2) on Exercise (#) Realized ($) Exercisable/Unexercisable Exercisable/Unexercisable
<S> <C> <C> <C> <C> <C> <C>
Nicholas Pappas - - 13,332 30,198 - $3,825
Leo F. Rattigan, Jr. - - 2,000 11,200 - $2,700
John W. Rollins, Jr. - - 57,300 - $3,825 -
Henry B. Tippie - - 47,100 - - -
</TABLE>
(1) The value of the Company's common stock on September 30,
1994 was $6.125 per share.
(2) John W. Rollins has never been granted any Incentive
Stock Options or SARs.
LONG-TERM INCENTIVE PLAN AWARDS IN LAST FISCAL YEAR
There were no Long-Term Incentive Plan Awards to the
Named Executives during fiscal year 1994.
DEFINED BENEFIT PLANS
The Company's Pension Plan is a non-contributory
qualified employee defined benefit plan. All full time
employees of the Company are eligible to participate in the
Pension Plan. Up to September 30, 1989, retirement benefits
were equal to the sum of from 1% to 1.5% of an employee's
annual cash compensation for each year of service to age 65.
Commencing October 1, 1989 and thereafter, retirement
benefits are equal to the sum of 1.25% of earnings up to
covered compensation, as that term is defined in the Plan,
and 1.7% of earnings above covered compensation. Covered
compensation includes regular salaries or wages, commissions,
bonuses, overtime earnings and short-term disability income
protection benefits.
<PAGE>
Effective October 1, 1994 the Company will maintain
a non-qualified, defined benefit plan, called the Excess
Benefit Plan, which covers those participants of the Pension
Plan whose benefits are limited by the Internal Revenue Code.
A participant in the Excess Benefit Plan is entitled to a
benefit equaling the difference between the amount of the
benefit payable without limitation and the amount of the
benefit payable under the Pension Plan.
Retirement benefits are not subject to any reduction
for Social Security benefits or other offset amounts. An
employee's benefits may be paid in certain alternative forms
having actuarially equivalent values. Retirement benefits
are fully vested after the completion of five years of
credited service or, if earlier, upon reaching age 55. The
maximum annual benefit under a qualified pension plan is
currently $118,800 beginning at the Social Security retirement
age (currently age 65).
Annual pension benefit projections for the Named
Executives assume: (a) that the participant remains in the
service of the Company until age 65; (b) that the
participant's earnings continue at the same rate as paid in
the fiscal year ended September 30, 1994 during the remainder
of his service until age 65; and (c) that the Plans continue
without substantial modification. The estimated annual
benefit at retirement for each of the following Named
Executives of the Company is: Nicholas Pappas, $16,316; Leo
F. Rattigan, Jr., $29,356; John W. Rollins, Jr., $114,644;
and Henry B. Tippie, $49,924.
AUDITORS
The Board of Directors has not selected or
recommended the name of an independent public accounting firm
for approval or ratification by the shareholders. The Board
of Directors believes that it will be in the best interests
of the shareholders if it is free to make such determination
based upon all factors that are then relevant.
KPMG Peat Marwick LLP served as the Company's
auditors for the fiscal year ended September 30, 1994. A
representative of KPMG Peat Marwick LLP will be present at
the Annual Meeting and will have the opportunity to make a
statement should such representative so desire. Such
representative also will be available to answer questions
raised orally.
During the fiscal year ended September 30, 1994,
KPMG Peat Marwick LLP's services rendered to the Company
consisted of auditing the Company's financial statements. In
this connection, KPMG Peat Marwick LLP performed such tests
of the Company's accounting records and other auditing
procedures as were required by generally accepted auditing
standards.
<PAGE>
SHAREHOLDER PROPOSALS
Appropriate proposals of eligible shareholders (an
eligible shareholder must be a record or beneficial owner of
at least l% or $l,000 in market value of securities entitled
to be voted at the meeting and have held such securities for
at least one year) intended to be presented at the Company's
next Annual Meeting of Shareholders must be received by the
Company no later than August 25, 1995 for inclusion in the
Proxy Statement and form of proxy relating to that meeting.
MISCELLANEOUS
ON WRITTEN REQUEST OF ANY RECORD OR BENEFICIAL
SHAREHOLDER OF THE COMPANY, THE COMPANY WILL PROVIDE, FREE OF
CHARGE, A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1994, INCLUDING THE
FINANCIAL STATEMENTS AND SCHEDULES THERETO. REQUESTS FOR A
COPY OF FORM 10-K SHOULD BE MADE IN WRITING AND ADDRESSED TO:
LEO F. RATTIGAN, JR.
VICE PRESIDENT-FINANCE AND TREASURER
ROLLINS ENVIRONMENTAL SERVICES, INC.
P. O. BOX 2349
WILMINGTON, DELAWARE 19899
THE COMPANY WILL CHARGE REASONABLE OUT-OF-POCKET
EXPENSES FOR THE REPRODUCTION OF EXHIBITS TO FORM 10-K SHOULD
A SHAREHOLDER REQUEST COPIES OF SUCH EXHIBITS.
The Company's Annual Report for the fiscal year
ended September 30, 1994 has been mailed to shareholders
under separate cover.
The Board of Directors knows of no business other
than the matters set forth herein which will be presented at
the meeting. Inasmuch as matters not known at this time may
come before the meeting, the enclosed proxy confers
discretionary authority with respect to such matters as may
properly come before the meeting and it is the intention of
the persons named in the proxy to vote in accordance with
their judgment on such matters.
BY ORDER OF THE BOARD OF DIRECTORS
MICHAEL B. KINNARD, Secretary
Wilmington, Delaware
December 21, 1994
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ROLLINS ENVIRONMENTAL SERVICES, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR ANNUAL MEETING OF SHAREHOLDERS
Friday, January 27, 1995, 9:00 A.M., E.S.T.
The undersigned hereby constitutes and appoints
John W. Rollins and Michael B. Kinnard, and each of them
jointly and severally, proxies with full power of
substitution, to vote all shares of Common Stock which the
undersigned is entitled to vote at the Annual Meeting of
Shareholders of the Company to be held on January 27, 1995 at
9:00 A.M. Eastern Standard Time, First Floor, 1209 Orange
Street, Wilmington, Delaware, or at any adjournment thereof,
on all matters set forth in the Notice of Annual Meeting and
Proxy Statement dated December 21, 1994, as follows:
(Mark only one box for each proposal)
1. ELECTION OF DIRECTOR
Nominee: William B. Philipbar, Jr.
/ / VOTE FOR the nominee listed above:
___________________________________________________________
/ / VOTE WITHHELD FROM nominee.
2. At their discretion, upon such matters as may properly
come before the Annual Meeting or any adjournment
thereof.
(OVER)
<PAGE>
(CONTINUED FROM OTHER SIDE)
The undersigned acknowledges receipt of the
aforesaid Notice of Annual Meeting and Proxy Statement, each
dated December 21, 1994, grants authority to any of said
proxies, or their substitutes, to act in the absence of
others, with all the powers which the undersigned would
possess if personally present at such meeting, and hereby
ratifies and confirms all that said proxies, or their
substitutes, may lawfully do in the undersigned's name, place
and stead.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS OF ROLLINS ENVIRONMENTAL SERVICES, INC. AND THE
SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN ACCORDANCE
WITH YOUR INSTRUCTIONS. IF NO CHOICE IS SPECIFIED BY YOU,
THIS PROXY WILL BE VOTED FOR PROPOSAL 1.
Please sign below, date and return promptly.
Signature(s) of Shareholder(s)
DATED: January , 1995
Signature(s) should conform to name(s) and
title(s) stenciled hereon. Executors,
administrators, trustees, guardians and
attorneys should add their title(s) on signing.
NO POSTAGE IS REQUIRED IF THIS PROXY IS RETURNED IN THE ENCLOSED ENVELOPE
AND MAILED IN THE UNITED STATES.
