ROLLINS TRUCK LEASING CORP.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JANUARY 25, 1996
TO THE HOLDERS OF COMMON STOCK:
PLEASE TAKE NOTICE that the 1996 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 25,
1996, 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 20, 1995 is attached.
The Board of Directors has fixed the close of business on December 15,
1995 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 20, 1995
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 25, 1996
The information concerning the enclosed proxy and the matters to be acted
upon at the Annual Meeting of Shareholders to be held on January 25, 1996
(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 20, 1995.
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.
CAPITAL STOCK
The outstanding capital stock of the Company on December 15, 1995
consisted of 44,636,843 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 15, 1995, 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.
<PAGE>
As of October 31, 1995, only three 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 (1) Class
Common John W. Rollins 4,895,335 10.9%
One Rollins Plaza
Wilmington, DE 19803
Common Neuberger and Berman 5,264,863 (2) 11.7%
605 Third Avenue
New York, NY 10158
Common Strong/Corneliuson Capital 3,155,000 7.0%
Management, Inc.
100 Heritage Reserve
P.O. Box 2936
Milwaukee, WI 53201
Common Patrick J. Bagley 36,716 0.1%
One Rollins Plaza
Wilmington, DE 19803
Common David F. Burr 162,014 0.4%
One Rollins Plaza
Wilmington, DE 19803
Common John W. Rollins, Jr. 1,001,350 2.2%
One Rollins Plaza
Wilmington, DE 19803
Common Henry B. Tippie 1,620,000 3.6%
One Rollins Plaza
Wilmington, DE 19803
Common All Directors and Officers 7,723,852 17.2%
as a Group (8 persons)
(1) As to officers and directors, owned directly and of record.
<PAGE>
(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. N&B's
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. As of October 30, 1995, of the
shares set forth above, N&B had shared dispositive power with respect
to 5,264,863 shares, sole voting power with respect to
1,395,894 shares and shared voting power with respect to 1,010,000
shares. With regard to the shared voting power, Neuberger & Berman
Management, Inc. and Neuberger & Berman Funds are deemed to be beneficial
owners since they have shared power to make decisions whether to retain or
dispose of the securities. N&B is the sub-advisor to the above referenced
Funds. It should be further noted that the above-mentioned shares are
also included in the shared power to dispose calculation.
ELECTION OF DIRECTOR
One individual is to be elected at the Annual Meeting to serve as a
Class I Director for a term of three years, and until the election and
qualification of his successor. Four 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 person named below to a three year term 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.
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 at the
close of business October 31, 1995 (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.
<TABLE>
Shares of Percent of
Name of Principal Service as Common Outstanding
Nominee Occupation (1) Director Age Stock(2) Shares
<S> <C> <C> <C> <C> <C>
Class I (Term Expires 1999)
Gary W. Rollins President, 1975 to date 51 -0- (4) -
Rollins, Inc.
(Residential
and commercial
services) (3)
<PAGE>
Names of Directors Whose
Terms Have Not Expired
Class II (Term Expires 1997)
William B. Philipbar, Jr. Retired; Former 1993 to date 70 8,437 -
President and
Chief Executive
Officer, Rollins
Environmental
Services, Inc.*
John W. Rollins, Jr. President and 1967 to date 53 1,001,350(5) 2.2%
Chief Operating
Officer; Senior
Vice Chairman
of the Board,
Rollins
Environmental
Services, Inc.*;
Chairman of the
Board, Matlack
Systems, Inc.**(3)
Class III (Term Expires 1998)
John W. Rollins Chairman of the 1954 to date 79 4,895,335(6) 10.9%
Board and Chief
Executive Officer;
Chairman of the
Board and Chief
Executive Officer,
Rollins
Environmental
Services,
Inc.* (3)
<PAGE>
Henry B. Tippie Chairman of the 1974 to date 681,620,000(7) 3.6%
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)
</TABLE>
*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 nominee and other directors have held the positions of responsibility
set out in the above column (but not necessarily their present titles) 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. and Rollins Environmental
Services, Inc.
(2) All shares are owned directly and of record.
(3) John W. Rollins is the uncle of Gary W. Rollins and the father of John W.
Rollins, Jr.
(4) Does not include 794,362* 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.
(5) Does not include 405,362* shares held as Co-Trustee, 56,250* shares held as
Custodian and 15,750* shares held by his wife.
(6) Does not include 163,744* shares held by his wife and 86,226* shares held
by his wife as Custodian for his minor children.
(7) Does not include 1,120,074* shares held as Co-Trustee, 25,500* shares held
as Trustee, 21,000* shares owned by his wife and 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.
*The Messrs. Rollins and Tippie disclaim any beneficial interest in these
holdings.
<PAGE>
BOARD OF DIRECTORS AND BOARD COMMITTEES
The Board of Directors held four regularly scheduled meetings during
fiscal year 1995. 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
nine 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 two
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 $10,000
and an attendance fee of $750 for each Board of Directors or committee meeting
attended.
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 1995, the members of the Executive Committee of the
Board of Directors held primary responsibility for determining executive
compensation levels.
<PAGE>
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's 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 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.
<PAGE>
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 1995 all filing requirements
applicable to its officers, directors and greater than ten percent beneficial
owners were complied with.
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, 1990 through September 30, 1995. The table
assumes that the value of the investment in the Company's common stock and each
index was 100 at September 30, 1990 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******************
1990 1991 1992 1993 1994 1995
Rollins Truck Leasing Corp. 100 250 304 525 452 419
S&P 500 100 131 146 165 171 221
S&P TRANS (MISC) 100 112 131 203 210 247
Assumes $100 invested on October 1, 1990
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. Patrick J. Bagley serves as a director of
Rollins Environmental Services, Inc. and Matlack Systems, Inc.
<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, 1993,
1994 and 1995, of those persons who were, at September 30, 1995, (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 1995 580,000 -0- - -0- -0- -0- -0-
Chairman of the 1994 570,000 -0- - -0- -0- -0- -0-
Board and CEO 1993 525,000 -0- - -0- -0- -0- -0-
Patrick J. Bagley 1995 215,000 45,000 - -0- 9,000 -0- -0-
Vice Pres.-Finance, 1994 197,500 45,000 - -0- -0- -0- -0-
Treasurer and CFO 1993 186,250 40,000 - -0- 9,000 -0- -0-
David F. Burr 1995 344,231 186,367 - -0- 12,000 -0- -0-
Chairman and 1994 325,000 349,247 - -0- -0- -0- -0-
CEO of Rollins 1993 318,269 444,063 - -0- 13,500 -0- -0-
Leasing Corp.
John W. Rollins, Jr. 1995 580,000 -0- - -0- 12,000 -0- -0-
President and COO 1994 570,000 -0- - -0- -0- -0- -0-
1993 525,000 -0- - -0- 18,000 -0- -0-
Henry B. Tippie 1995 580,000 -0- - -0- -0- -0- -0-
Chairman- Executive 1994 570,000 -0- - -0- -0- -0- -0-
Committee 1993 525,000 -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 LAST FISCAL YEAR
The following table sets forth stock options granted in the fiscal year
ending September 30, 1995 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>
Patrick J. Bagley 9,000 2.5% $11.50 01/03/03 - $ 49,410 $ 118,350
David F. Burr 12,000 3.3% $11.50 01/03/03 - $ 65,880 $ 157,800
John W. Rollins, Jr. 12,000 3.3% $11.50 01/03/03 - $ 65,880 $ 157,800
All employees as a
group (3) 359,500 100.0% $11.50 01/03/03 - $ 1,973,060 $ 4,726,000
Total potential stock price appreciation from January 4, 1995
to January 3, 2003 for all stockholders at assumed rates of
stock price appreciation (4) - $246,627,056 $590,736,937
</TABLE>
(1) Options were granted on January 4, 1995.
(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.
(3) Based on 2,500 options granted November 25, 1994 at an exercise price of
$11.00 and 357,000 options granted January 4, 1995 at an exercise price of
$11.50.
(4) Based on a price of $11.50 on January 4, 1995 and a total of 44,922,961
shares of Common Stock outstanding on October 31, 1995.
<PAGE>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
The following table summarizes option exercises during fiscal year 1995 by
the Company's Named Executives, and the value of the options held by such
persons as of September 29, 1995. The Company has not granted and does not
have any Stock Appreciation Rights outstanding.
<TABLE>
Value of
Number of Unexercised
Unexercised In-the-Money
Options at Options at
Shares Acquired Value FY-End (#) FY-End($)
Name (1) on Exercise (#) Realized ($)(2) Exercisable/Unexercisable Exercisable/Unexercisable(3)
<S> <C> <C> <C> <C> <C> <C>
Patrick J. Bagley 9,000 $82,000 34,123 27,844 $208,129 $ 67,578
David F. Burr 13,125 $93,533 17,622 40,875 $ 85,307 $106,050
John W. Rollins, Jr. -0- -0- 20,400 9,600 -0- -0-
</TABLE>
(1) John W. Rollins and Henry B. Tippie did not acquire or have any outstanding
Incentive Stock Options.
(2) Fair market value of underlying security at exercise date less the exercise
price.
(3) The value of the Company's common stock on September 29, 1995 was $10.625
per share.
LONG-TERM INCENTIVE PLAN AWARDS IN LAST FISCAL YEAR
There were no Long-Term Incentive Plan Awards to the Named Executives during
fiscal year 1995.
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 $120,000 beginning at the Social Security
retirement age (currently age 65).
<PAGE>
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, 1995 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, $95,795; David F. Burr,
$180,651; John W. Rollins, Jr., $235,411; and Henry B. Tippie, $129,689. 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, 1995. 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, 1995, 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
23, 1996 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, 1995, 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 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, 1995
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 20, 1995
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ROLLINS TRUCK LEASING CORP.
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR ANNUAL
MEETING OF SHAREHOLDERS
Thursday, January 25, 1996, 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 25, 1996 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 20, 1995, as follows:
(Mark only one box for each proposal)
1. ELECTION OF DIRECTOR
Nominee: Gary W. Rollins
VOTE FOR the nominee.
VOTE WITHHELD FROM the 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 20, 1995, 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 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 PROPOSAL 1.
Please sign below, date and return promptly.
Signature(s) of Shareholder(s)
DATED: January , 1996
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.
