[Informal introductory remarks were made by Larry Brown prior to the following.]
To our employees:
Over the last year or so our company has distinguished itself with some
outstanding accomplishments. One of the highlights has been our ability to grow
our company both in number of new branches and in revenue.
There were several reasons we were able to achieve outstanding growth.
#1. Our FSL team through our "Mandate 2000" program sold new business at record
levels.
#2. Our Commercial Rental team via their efforts allowed us to achieve record
Commercial Rental revenue.
#3. We made three important acquisitions in a six-month span.
First was Range Transportation, which gave us our first presence in Canada.
Second, Keen Leasing expanded our coverage in Central PA and the Mid
Atlantic area.
Finally, our UPS deal not only greatly expanded our sunbelt operations but
we also formed an alliance with UPS to be the preferred provider of truck
leasing, truck rental and truck maintenance to their World Wide Dedicated
Services Group.
We accomplished all these positives and more yet the value of our stock
during this period went from a high of 12 1/4 to a disappointing low of 4 7/8.
As I am sure you know the price per share of our stock represents the value to
the people and institutions who have invested their dollars in our company. This
also reflects how our efforts are valued in the financial markets.
The management of your company felt strongly that your efforts and our
company stock were substantially undervalued.
As a result many months ago Morgan Stanley Dean Witter of New York was
retained to analyze and investigate ways to increase our value.
After months of evaluation and analysis it was determined that the best way
to increase our value to a realistic level in a reasonable amount of time was
through joining our company with another top quality transportation company.
Throughout the selection process and months of working with a number of
high quality transportation companies, Penske Truck Leasing Co has succeeded in
providing what we believe is the best opportunity for our shareholders, the vast
majority of our employees and for our customers.
Rollins and Penske have entered into an agreement for Penske to make a cash
tender offer for all of the outstanding shares of Rollins stock for $13.00 cash
per share net to the shareholder. This agreement is subject to various
regulatory approvals.
All of us have known Penske as a tough competitor. They are also one of the
highest quality companies in our industry.
In the days and weeks ahead you will be hearing more about the details of
how the uniting of our two outstanding truck leasing companies will impact you
in terms of continuing opportunities.
We want to thank each and every one of you for your tremendous effort and
contributions that have enabled our company to take advantage of this
opportunity.
Sincerely,
Larry Brown
[Informal remarks were then made by Roger Penske.]
