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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement
Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934
ROLLINS TRUCK LEASING CORP.
(Name of Subject Company (Issuer))
SUN ACQUISITION CORPORATION
PENSKE TRUCK LEASING CO., L.P.
(Name of Filing Person (Offeror))
Common Stock Par Value $1.00
(Title of Class of Securities)
775741101
(CUSIP Number of Class of Securities)
James A. Rosen
Penske Truck Leasing Co., L.P.
Vice President and General Counsel
Route 10, Green Hills
P.O. Box 563
Reading, PA 19603-0563
(610) 775-6325
With a copy to:
F. Douglas Raymond
Drinker Biddle & Reath LLP
One Logan Square
18th and Cherry Streets
Philadelphia, PA 19103-6996
(215) 988-2700
(Name, Address, and Telephone of Person
Authorized to Receive Notices and Communications on Behalf of Filing Person)
[X] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[X] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
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ITEM 12. EXHIBITS
Text of Press Release issued by Penske Truck Leasing Co., L.P. on January 15,
2001.
CONTACT: Louise Moyer
Penske Truck Leasing
(610) 775-6408
Patrick J. Bagley
Rollins Truck Leasing Corp.
(302) 426-3409
PENSKE TRUCK LEASING TO ACQUIRE ROLLINS TRUCK LEASING
READING, PA. (JANUARY 15, 2001) - Penske Truck Leasing Co., LP, based in
Reading, Pa. has agreed to acquire Rollins Truck Leasing Corp. (NYSE: RLC),
based in Wilmington, Del. The acquisition will be made in a cash tender offer of
$13 for each outstanding share of Rollins' common stock. The purchase price for
the shares is approximately $754 million. The Rollins board of directors has
unanimously approved the agreement.
"We are excited about the tremendous opportunity this purchase creates for
both companies," said Roger Penske, chairman, Penske Truck Leasing. "Rollins and
Penske Truck Leasing share the same values, commitment to our people and to our
customers."
Rollins Truck Leasing Corp. is a national full-service truck leasing and
rental company, which services more than 53,000 vehicles under various lease and
maintenance agreements from approximately 270 locations in the U.S. and Canada.
"Because of our shared values, this represents the next step in our growth
and the growth of our finest asset - our people. It is also an excellent deal
for all shareholders," said John W. Rollins, Jr., president and CEO, Rollins
Truck Leasing Corp.
Penske Truck Leasing is a global transportation services provider
headquartered in Reading, Pa., with annual revenues of approximately $2.7
billion. The company operates more than 152,000 heavy-, medium-, and light-duty
trucks and serves customers from approximately 750 locations in the United
States, Canada, Mexico, South America and Europe. Product lines include
full-service leasing, contract maintenance, commercial and consumer rental,
integrated logistics services and supply chain management.
The acquisition is subject to regulatory approval and customary closing
conditions. Penske Truck Leasing expects to begin the tender offer within seven
business days and the offer will be held open for a minimum of twenty business
days, as required under Securities and Exchange Commission rules.
This announcement is not an offer to purchase nor a solicitation of an
offer to sell shares. The tender offer for the outstanding shares of Rollins
common stock described in this announcement has not yet commenced. At the time
the offer is commenced, Penske Truck Leasing will file a tender offer statement
with the SEC and Rollins will file a solicitation/recommendation statement with
respect to the offer. Investors and security holders of Rollins are urged to
read each of the tender offer statement and the solicitation/recommendation
statement referenced in this press release when they become available because
they will contain important information about the transaction.
INVESTORS AND SECURITY HOLDERS MAY OBTAIN FREE COPIES OF THE TENDER OFFER
STATEMENT AND THE SOLICITATION/RECOMMENDATION STATEMENT WHEN THEY BECOME
AVAILABLE AND OTHER DOCUMENTS FILED BY ROLLINS AND PENSKE TRUCK LEASING WITH THE
SEC AT THE SEC'S WEB SITE AT www.sec.gov. AND FROM ROLLINS AND PENSKE TRUCK
LEASING.
Morgan Stanley Dean Witter advised Rollins in this transaction.
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