ROLLINS TRUCK LEASING CORP.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JANUARY 26, 1995
TO THE HOLDERS OF COMMON STOCK:
PLEASE TAKE NOTICE that the 1995 Annual Meeting of Shareholders of ROLLINS
TRUCK LEASING CORP., a Delaware corporation, will be held on the First Floor,
1209 Orange Street, Wilmington, Delaware, on Thursday, January 26, 1995, at
9:00 A.M. (Eastern Standard Time) for the following purposes:
1. To elect two Class III Directors to the Board of Directors;
2. To consider and act upon a proposal to amend the Company's
Certificate of Incorporation, as described in the Proxy
Statement, to increase the number of shares of Common Stock, par
value $1.00 per share, that the Company authorized to issue from
50,000,000 to 100,000,000 shares;
3. 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 TRUCK LEASING CORP.
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JANUARY 26, 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 26, 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 TRUCK LEASING CORP.,
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 1791, 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 candidates for election
to the Board of Directors as Class III Directors.
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 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 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 five 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 a
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 4,971,135(1) 10.9%
One Rollins Plaza
Wilmington, DE 19803
Common Fidelity Management and 2,865,375 6.3%
Research Corp.
82 Devonshire Street
Boston, MA 02109
Common Munder Capital Management, Inc. 3,050,000 6.7%
480 Pierce Street, Suite 300
Birmingham, MI 48009
Common Neuberger and Berman 2,658,545(2) 5.8%
605 Third Avenue
New York, NY 10158
Common Strong/Corneliuson Capital 2,870,000 6.3%
Management, Inc.
100 Heritage Reserve
P.O. Box 2936
Milwaukee, WI 53201
<PAGE>
Common Patrick J. Bagley 30,215 .1%
One Rollins Plaza
Wilmington, DE 19803
Common David F. Burr 156,888 .3%
One Rollins Plaza
Wilmington, DE 19803
Common John W. Rollins, Jr. 1,012,350 2.2%
One Rollins Plaza
Wilmington, DE 19803
Common Henry B. Tippie 1,620,000 3.5%
One Rollins Plaza
Wilmington, DE 19803
Common All Directors and Officers 7,878,675 17.2%
as a Group (8 persons)
(1) Owned directly and of record.
(2) Neuberger & Berman ("N&B") is a registered investment advisor. In its
capacity as investment advisor, N&B may have discretionary authority to
dispose of or to vote shares that are under its management. As a result,
N&B may be deemed to have beneficial ownership of such shares. N&B does
not, however, have any economic interest in the shares. The clients are
the actual owners of the shares and have the sole right to receive
and the power to direct the receipt of dividends from or proceeds from
the sale of such shares. No single N&B client has an interest at N&B that
amounts to 5% or more of the shares of Rollins Truck Leasing Corp. As of
October 31, 1994, of the shares set forth above, N&B had shared dispositive
power with respect to 2,685,545 shares, sole voting power with respect to
699,034 shares and shared voting power with respect tp 323,900 shares.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
Two individuals are to be elected at the Annual Meeting to serve as
Class III Directors for a term of three years, and until the election and
qualification of their successors. Three 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 provide for the election of directors for
staggered terms, with each director serving a three year term.
Unless a shareholder WITHHOLDS AUTHORITY, the proxy holders will vote
FOR the election of the persons named below to three year terms as directors.
Although the Board of Directors does not contemplate the possibility, in the
event a 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 any nominee designated by the present Board of Directors
to fill such vacancy.
<PAGE>
The name and age of each nominee, his principal occupation, the
period during whichhe 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 at 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 Percent
of of Out-
Names of Principal Service as Common standing
Nominees Occupation (1) Director Age Stock(2) Shares
Class III (Term Expires 1998)
John W. Rollins Chairman of the 1954 to date 78 4,971,135(4) 10.9%
Board, and Chief
Executive Officer;
Chairman of the
Board and
Chief Executive
Officer, Rollins
Environmental
Services, Inc.* (3)
Henry B. Tippie Chairman of the 1974 to date 67 1,620,000(5) 3.5%
Executive 1954 to 1965
Committee and Vice
Chairman of the
Board; Chairman of
the Executive
Committee and
Director, Rollins
Environmental
Services, Inc.*;
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)
Names of Directors Whose
Terms Have Not Expired
Class I (Term Expires 1996)
Gary W. Rollins President, 1975 to date 50 79,650(6) .2%
Rollins, Inc.
(Residential and
commercial
services) (3)
<PAGE>
Class II (Term Expires 1997)
William B. Philipbar, Jr. Retired; Former 1993 to Date 69 8,437 -
President and
Chief Executive
Officer, Rollins
Environmental
Services, Inc.*
John W. Rollins, Jr. President and 1967 to date 52 1,012,350(7) 2.2%
Chief Operating
Officer; Senior
Vice Chairman
of the Board,
Rollins
Environmental
Services, Inc.*;
Chairman of the
Board, Matlack
Systems, Inc.**(3)
*Rollins Environmental Services, Inc. is engaged in the business of industrial
waste disposal.
**Matlack Systems, Inc. is engaged in the business of bulk trucking.
(l) The nominees and other 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: Gary W. Rollins, Rollins, Inc. and RPC Energy
Services, Inc.; 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.; William B. Philipbar, Jr., Matlack
Systems, Inc., Rollins Environmental Services, Inc. and Medical Safetec.
(2) All shares are owned beneficially.
(3) John W. Rollins is the uncle of Gary W. Rollins and the father of John W.
Rollins, Jr.
(4) Does not include 163,744* shares held by his wife and 86,226* shares held
by his wife as Custodian for his minor children.
(5) Does not include 1,123,574* shares held as Co-Trustee, 25,500* shares held
as Trustee, 21,000* shares owned by his wife and 20,250* 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) Does not include 714,712* shares held as Co-Trustee, 84,186* shares held as
Trustee for his children and 71,634* shares representing a proportionate
interest of shares held by a general partnership.
(7) Does not include 408,862* shares held as Co-Trustee, 56,250* shares held as
Custodian, 15,750* shares held by his wife and 34,030* shares held by his
wife as Custodian for his children.
*The Messrs. Rollins and Tippie disclaim any beneficial interest in these
holdings.
<PAGE>
PROPOSAL NO. 2
AMENDMENT TO CERTIFICATE OF INCORPORATION
RELATING TO AUTHORIZED COMMON STOCK
The first paragraph of Article FOURTH of the Company's Restated Certificate
of Incorporation, as amended, provides, in part, that the Company's authorized
Common Stock, par value $1.00 per share, is 50,000,000 shares. As of
November 30, 1994 the Company had 45,808,314 shares issued and outstanding
and 2,389,652 shares reserved for issuance upon exercise of various Incentive
Stock Options. On that date, the Company, therefore, had only 1,802,034 shares
of its Common Stock available for issue. Although the Company does not now
have any plan to issue additional shares, circumstances could arise which
would render desirable the issuance of more shares of Common Stock than are now
available for issue. In order to give the Company flexibility in its decision
making process, the Board of Directors has recommended that the first paragraph
of Article FOURTH of the Restated Certificate of Incorporation, as amended,
be further amended by increasing the authorized number of shares of Common
Stock, par value $1.00 per share, from 50,000,000 shares to 100,000,000 shares.
A copy of the first paragraph of Article FOURTH of the Restated Certificate
of Incorporation, as amended, is attached to this Proxy Statement as
Appendix "A". It is proposed that the provision of the first paragraph enclosed
in brackets and underlined be deleted from the Restated Certificate of
Incorporation, as amended, and the provision enclosed in brackets and
italicized be added thereto.
In order for the proposed amendment to the Company's Restated Certificate of
Incorporation, as amended, to be adopted, the affirmative vote of the holders of
a majority of all outstanding Common Stock, will be required. Unless a
shareholder WITHHOLDS AUTHORITY, the proxy holders will vote FOR the adoption of
the proposed amendment.
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 William B.
Philipbar, Jr., Chairman, and Gary W. Rollins. 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 six 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
one meeting 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.
<PAGE>
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 will increase 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 7 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 the non-Director
Named Executive who is an employee of a wholly-owned subsidiary 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. The
other non-Director Named Executive annual incentive compensation is on a similar
basis. None of the members of the Board of Directors participate in the
incentive program.
Awards under the Company's Stock Option Plans 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 Plans and the Plans
are 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 performanc 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 fiscal year ended 1994 all filing requirements
applicable to its officers, directors and greater than ten percent beneficial
owners were complied with, except as follows:
William B. Philipbar, Jr. inadvertently omitted to file a Form 3
upon becoming a director. Michael B. Kinnard inadvertently omitted to file a
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 with the S&P Composite 500
Index and S&P Transportation (Miscellaneous) Index, respectively, for the five
year period commencing October 1, 1989 through September 30, 1994. The table
assumes that the value of the 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 Truck Leasing Corp. 100 76 190 232 400 344
S&P 500 100 91 119 132 149 155
S&P TRANS (MISC) 100 60 67 78 122 126
Assumes $100 Invested on October 1, 1989
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 Environmental Services, Inc. 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 570,000 -0- - -0- -0- -0- -0-
Chairman of the 1993 525,000 -0- - -0- -0- -0- -0-
Board and CEO 1992 500,000 -0- - -0- -0- -0- -0-
Patrick J. Bagley 1994 197,500 45,000 - -0- -0- -0- -0-
Vice Pres.-Finance, 1993 186,250 40,000 - -0- 6,000 -0- -0-
Treasurer and CFO 1992 171,250 35,000 - -0- 9,000 -0- -0-
David F. Burr 1994 325,000 349,247 - -0- -0- -0- -0-
Chairman, and 1993 318,269 444,063 - -0- 9,000 -0- -0-
CEO of Rollins
Leasing Corp.
John W. Rollins, Jr. 1994 570,000 -0- - -0- -0- -0- -0-
President and COO 1993 525,000 -0- - -0- 12,000 -0- -0-
1992 500,000 -0- - -0- 13,500 -0- -0-
Henry B. Tippie 1994 570,000 -0- - -0- -0- -0- -0-
Chairman- Executive 1993 525,000 -0- - -0- -0- -0- -0-
Committee 1992 500,000 -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.
OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
There were no stock option grants to the Company's Named
Executives during fiscal year 1994. The Company does not have any Stock
Appreciation Rights outstanding.
<PAGE>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
The following table summarizes option exercises during fiscal year
1994 by the Company's Named Executives, and the value of the options held by
such persons as of September 30, 1994. The Company has not granted and does not
have any Stock Appreciation Rights outstanding.
<TABLE>
Value of
Number of Unexercised
Unexercised In-the-Money
Options at Options at
Shares Acquired Value FY-End (#)(1) FY-End($)(2)
Name (3) on Exercise (#)(1) Realized ($)(4) Exercisable/Unexercisable Exercisable/Unexercisable
<S> <C> <C> <C> <C> <C> <C>
Patrick J. Bagley 5,246 $ 47,206 33,284 28,683 $260,313 $142,488
David F. Burr 17,624 $143,072 15,375 44,247 $ 98,454 $224,354
John W. Rollins, Jr. 20,250 $106,880 12,000 6,000 - -
</TABLE>
(1) Adjusted for the three-for-two common stock split distributed on September
15, 1994.
(2) The value of the Company's common stock on September 30, 1994 was $11.625
per share.
(3) John W. Rollins and Henry B. Tippie did not acquire or have any outstanding
Incentive Stock Options.
(4) Fair market value of underlying security at exercise date less the exercise
price.
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 defined
benefit plan. All full time employees of the Company (except certain employees
covered by collective bargaining agreements) are eligible to participate in the
Pension Plan. Up to September 30, 1989, retirement benefits were equal to the
sum of from 1% to 1.8% 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 1.35% 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.
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 at 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).
The Company maintains 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.
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: Patrick J. Bagley, $89,090;
David F. Burr, $187,251; John W. Rollins, Jr., $233,403; and Henry B. Tippie,
$119,903. The annual benefit for John W. Rollins ($53,949) is the amount of
retirement income which he was required by Federal law to commence
receiving as of April 1, 1988.
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.
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.
<PAGE>
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, WHICH INCLUDES THE FINANCIAL STATEMENTS AND
SCHEDULES THERETO. REQUESTS FOR A COPY OF FORM 10-K SHOULD BE MADE
IN WRITING AND ADDRESSED TO:
PATRICK J. BAGLEY
VICE PRESIDENT-FINANCE AND TREASURER
ROLLINS TRUCK LEASING CORP.
P. O. BOX 1791
WILMINGTON, DELAWARE 19899
THE COMPANY WILL CHARGE REASONABLE OUT-OF-POCKET EXPENSES
FOR THEREPRODUCTION 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 TRUCK LEASING CORP.
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR ANNUAL MEETING OF SHAREHOLDERS
Thursday, January 26, 1995, 9:00 A.M., E.S.T.
The undersigned hereby constitutes and appoints John W. Rollins, Jr.
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 26, 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. ECTION OF DIRECTORS
Nominees: John W. Rollins and Henry B. Tippie
/ / VOTE FOR all nominees listed above; except vote withheld from
following nominee (if any):
______________________________________________________________________________
/ / VOTE WITHHELD FROM all nominees.
2. FOR AGAINST WITHHELD from voting on the amendment to the
Company's Certificate of Incorporation to increase the number of shares of
Common Stock, par value $1.00 per share, that the Company is
authorized to issue from 50,000,000 to 100,000,000 shares.
3. 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 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 TRUCK LEASING CORP. 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 PROPOSALS 1 AND 2.
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 titl(s) on signing
NO POSTAGE IS REQUIRED IF THIS PROXY IS RETURNED IN THE ENCLOSED ENVELOPE AND
MAILED IN THE UNITED STATES
<PAGE>
APPENDIX "A"
NOTE: DELETIONS ARE ENCLOSED IN BRACKETS AND UNDERLINED.
ADDITIONS ARE ENCLOSED IN BRACKETS AND ITALICIZED.
FOURTH: The total number of shares of stock which this corporation shall have
authority to issue is (Fifty One Million (51,000,000)) (One Hundred
and One Million (101,000,000)) shares divided into two classes,
namely Preferred Stock and Common Stock. The number of shares of
Preferred Stock which this corporation is authorized to issue is
One Million (1,000,000) shares without par value; the number of shares
of Common Stock which this corporation is authorized to issue is
(Fifty Million (50,000,000)) (One Hundred Million (100,000,000))
shares with a par value of One Dollar ($1.00) per share.
A-1
