-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Rdmap5bBq0+1TOMyfjQDRdBgA6emmQYR22+kcwEGsdo6i6bd3Om2lREQ982trBJ3 4NJF0V2q/JRuAzWla2Oq0w== 0000893220-01-000188.txt : 20010223 0000893220-01-000188.hdr.sgml : 20010223 ACCESSION NUMBER: 0000893220-01-000188 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010215 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ROLLINS TRUCK LEASING CORP CENTRAL INDEX KEY: 0000084244 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AUTO RENTAL & LEASING (NO DRIVERS) [7510] IRS NUMBER: 510074022 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: SEC FILE NUMBER: 005-19350 FILM NUMBER: 1546966 BUSINESS ADDRESS: STREET 1: ONE ROLLINS PLAZA STREET 2: 2200 CONCORD PIKE CITY: WILMINGTON STATE: DE ZIP: 19803 BUSINESS PHONE: 3024262700 FORMER COMPANY: FORMER CONFORMED NAME: RLC CORP DATE OF NAME CHANGE: 19900130 FORMER COMPANY: FORMER CONFORMED NAME: ROLLINS LEASING CORP DATE OF NAME CHANGE: 19691118 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PENSKE TRUCK LEASING CO LP CENTRAL INDEX KEY: 0000921086 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AUTO RENTAL & LEASING (NO DRIVERS) [7510] IRS NUMBER: 232518618 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: ROUTE 10 GREEN HILLS STREET 2: PO BOX 563 CITY: READING STATE: PA ZIP: 19603 BUSINESS PHONE: 6107756325 MAIL ADDRESS: STREET 1: ROUTE 10 GREEN HILLS STREET 2: PO BOX 563 CITY: READING STATE: PA ZIP: 19603 SC TO-T/A 1 w44862a3scto-ta.txt AMENDMENT NO. 3 SC TO-T/A PENSKE TRUCK LEASING 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (AMENDMENT NO. 3) ROLLINS TRUCK LEASING CORP. (Name of Subject Company (Issuer)) SUN ACQUISITION CORPORATION PENSKE TRUCK LEASING CORPORATION PENSKE TRUCK LEASING CO., L.P. (Name of Filing Person (Offeror)) Common Stock, $1 Par Value Common Stock Purchase Rights (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) 775-6000 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) Calculation of Filing Fee
Transaction valuation Amount of filing fee* $796,686,696 $159,338
* This amount has previously been paid. 2 [ ] Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. [ ] 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. Check the following box if the filing is a final amendment reporting the results of the tender offer: [ ] This Amendment No. 3 amends and supplements the Tender Offer Statement on Schedule TO (the "Schedule TO") dated January 24, 2001, as previously amended, relating to the offer by Sun Acquisition Corporation, a Delaware corporation ("Merger Sub") and an indirect wholly owned subsidiary of Penske Truck Leasing Co., L.P., a Delaware limited partnership ("Parent"), to purchase all of the outstanding shares of common stock, par value $1.00 per share (the "Common Stock"), together with the associated rights (the "Rights" and collectively with the Common Stock, the "Shares") of Rollins Truck Leasing Corp., a Delaware corporation (the "Company"), at a price of $13.00 per Share, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated January 24, 2001 (the "Offer to Purchase"), a copy of which is attached as Exhibit (a)(1) to the Schedule TO, and in the related Letter of Transmittal, a copy of which is attached as Exhibit (a)(2) to the Schedule TO (which, as they may be amended and supplemented from time to time, together constitute the "Offer"). The information in the Offer to Purchase is incorporated by reference herein. Capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Offer to Purchase. ITEMS 1 and 11 Items 1 and 11 of the Schedule TO, which incorporate by reference the information contained in the Offer to Purchase and all exhibits thereto, are hereby amended and supplemented by adding thereto the following: In a press release dated February 15, 2001, Parent announced that the waiting period under the HSR Act applicable to the Offer was terminated on February 14, 2001. A copy of the press release containing the announcement is filed as an exhibit to the Schedule TO. -2- 3 ITEM 12. EXHIBITS Item 12 is hereby amended and supplemented by adding the following exhibit, which is incorporated herein by reference. (a)(10) Press Release dated February 15, 2001. -3- 4 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: February 15, 2001 SUN ACQUISITION CORPORATION By: /s/ Wayne S. Angelbeck ----------------------------------------- Name: Wayne S. Angelbeck Title: Vice President - Business Development and Treasurer PENSKE TRUCK LEASING CORPORATION By: /s/ Wayne S. Angelbeck ----------------------------------------- Name: Wayne S. Angelbeck Title: Vice President - Business Development and Treasurer PENSKE TRUCK LEASING CO., L.P. By: Penske Truck Leasing Corporation By: /s/ Wayne S. Angelbeck ----------------------------------------- Name: Wayne S. Angelbeck Title: Vice President - Business Development and Treasurer -4- 5 INDEX TO EXHIBITS (a)(10) Press release dated February 15, 2001. -5- EX-99.(A)(10) 2 w44862a3ex99-a10.txt PRESS RELEASE DATED FEBRUARY 15, 2001 1 Exhibit (a)(10) PRESS RELEASE NEWS For Immediate Release PENSKE TRUCK LEASING ANNOUNCES EARLY TERMINATION OF HART-SCOTT-RODINO WAITING PERIOD IN CONNECTION WITH TENDER OFFER FOR ROLLINS TRUCK LEASING CORP. Reading, PA (February 15, 2001) - Penske Truck Leasing Co., L.P., based in Reading, PA, announced today that on February 14, 2001 the Federal Trade Commission granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 for Penske Truck Leasing's tender offer for all of the outstanding shares of common stock (including the associated rights) of Rollins Truck Leasing Corp. (NYSE: RLC), based in Wilmington, Del., for $13.00 net per share in cash. The tender offer is being made pursuant to the Agreement and Plan of Merger by and among Penske Truck Leasing Co., L.P., Sun Acquisition Corporation, an indirect wholly owned subsidiary of Penske Truck Leasing Co., L.P., and Rollins Truck Leasing Corp., which the parties entered into and announced on January 15, 2001. The tender offer, which was commenced on Wednesday, January 24, 2001, is scheduled to expire at 12:00 Midnight, New York City time, on Wednesday, February 21, 2001, unless extended in accordance with the Agreement and Plan of Merger and applicable law. 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 144,000 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. 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. THIS ANNOUNCEMENT IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF AN OFFER TO SELL SHARES. PENSKE TRUCK LEASING HAS FILED A TENDER OFFER STATEMENT WITH THE SEC AND ROLLINS HAS FILED A SOLICITATION/RECOMMENDATION STATEMENT WITH THE SEC 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 BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION. INVESTORS AND SECURITY HOLDERS MAY OBTAIN A FREE COPY OF THE TENDER OFFER STATEMENT, THE SOLICITATION/RECOMMENDATION STATEMENT AND OTHER DOCUMENTS FILED BY PENSKE TRUCK LEASING AND ROLLINS WITH THE SEC AT THE SEC'S WEB SITE AT WWW.SEC.GOV AND FROM PENSKE TRUCK LEASING OR ROLLINS. * * * -6- -----END PRIVACY-ENHANCED MESSAGE-----