SEC Info - Penske Truck Leasing Co LP - ‘SC 13D’ on 3/2/01 re: Rollins Truck Leasing Corp

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Penske Truck Leasing Co LP – ‘SC 13D’ on 3/2/01 re: Rollins Truck Leasing Corp

On: Friday, 3/2/01, at 3:36pm ET · Accession #: 893220-1-236 · File #: 5-19350

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 3/02/01  Penske Truck Leasing Co LP        SC 13D                 1:23K  Rollins Truck Leasing Corp        Bowne - Bop/FA

General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      Schedule 13G                                           9     38K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Company Identity and Background Interest in Securities of the Company Material Filed as Exhibits Purpose of Transaction Schedule 13D Security and Company Source and Amount of Funds or Other Consideration
1	1st Page - Filing Submission
"	Schedule 13D
7	Item 1. Security and Company
"	Item 2. Identity and Background
"	Item 3. Source and Amount of Funds or Other Consideration
"	Item 4. Purpose of Transaction
"	Item 5. Interest in Securities of the Company
8	Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Company
"	Item 7. Material Filed as Exhibits

SC 13D 1st Page of 9 TOC ↑Top Previous Next ↓Bottom Just 1st
 
 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D
 UNDER THE SECURITIES EXCHANGE ACT OF 1934

 Rollins Truck Leasing Corp.
 (Name of Company)

Common Stock, $1 Par Value
Common Stock Purchase Rights
(Title of Class of Securities)

 775741101
(CUSIP Number)

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)

February 21, 2001 
(Date of Event which Requires Filing of this Statement) 

  If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing  
this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),   
check the following box. [ ]                                                    

NOTE: Schedules filed in paper format shall include a signed original and five  
copies of the schedule, including all exhibits. See Section 240.13d-7 for other 
parties to whom copies are to be sent.                                          

SC 13D 2nd Page of 9 TOC 1st Previous Next ↓Bottom Just 2nd
CUSIP No. 775741101                                                             
--------------------------------------------------------------------------------
1.  Names of Reporting Persons.                                             
I.R.S. Identification Nos. of above persons (entities only).        
Penske Truck Leasing Co., L.P.                                      
--------------------------------------------------------------------------------
  2.  Check the Appropriate Box if a Member of a Group                   (a) [ ]
                                                                         (b) [ ]
--------------------------------------------------------------------------------
3.  SEC Use Only                                                            
--------------------------------------------------------------------------------
4.  Source of Funds                                  AF, PF                 
--------------------------------------------------------------------------------
5.  Check if Disclosure of Legal Proceedings Is Required Pursuant to        
      Items 2(d) or 2(e)                                                     [ ]
--------------------------------------------------------------------------------
6.  Citizenship or Place of Organization             Delaware               
--------------------------------------------------------------------------------
Number of           7.  Sole Voting Power              0                        
Shares            --------------------------------------------------------------
Beneficially        8.  Shared Voting Power            1,000*                   
Owned by          --------------------------------------------------------------
Each                9.  Sole Dispositive Power         0                        
Reporting         --------------------------------------------------------------
Person With        10.  Shared Dispositive Power       1,000*                   
--------------------------------------------------------------------------------
11.  Aggregate Amount Beneficially Owned by Each Reporting Person       1,000*
--------------------------------------------------------------------------------
12.  Check if the Aggregate Amount in Row (11) Excludes Certain Shares  [ ]   
--------------------------------------------------------------------------------
13.  Percent of Class Represented by Amount in Row (11)                 100%  
--------------------------------------------------------------------------------
14.  Type of Reporting Person                                           PN    
--------------------------------------------------------------------------------

*    See Item 5. Represents all of the outstanding equity securities of Rollins 
  Truck Leasing Corp. As described in Item 5, of the 57,979,616 previously
outstanding shares of common stock of Rollins Truck Leasing Corp. (i) 
   55,958,288 shares were purchased in the Offer for $13 per share, (ii) the
     remaining 2,021,328 shares were converted into the right to receive $13 per
    share in the Merger, and (iii) all 57,979,616 shares ceased to exist as of
 the effective time of the Merger. As described in Item 5, Rollins Truck
 Leasing Corp. (i) filed a Form 15 in order to terminate registration of
    such shares under Section 12(g) of the Securities Exchange Act of 1934 and
   to suspend the duty to file reports under Section 15(d) of the Securities
     Exchange Act of 1934, and (ii) delisted such shares from the New York Stock
Exchange and the Pacific Stock Exchange.                              

SC 13D 3rd Page of 9 TOC 1st Previous Next ↓Bottom Just 3rd
CUSIP No. 775741101                                                             
--------------------------------------------------------------------------------
1.  Names of Reporting Persons.                                             
I.R.S. Identification Nos. of above persons (entities only).        
RTLC Acquisition Corp.                                              
--------------------------------------------------------------------------------
  2.  Check the Appropriate Box if a Member of a Group                   (a) [ ]
                                                                         (b) [ ]
--------------------------------------------------------------------------------
3.  SEC Use Only                                                            
--------------------------------------------------------------------------------
4.  Source of Funds                                  AF                     
--------------------------------------------------------------------------------
5.  Check if Disclosure of Legal Proceedings Is Required Pursuant to        
      Items 2(d) or 2(e)                                                     [ ]
--------------------------------------------------------------------------------
6.  Citizenship or Place of Organization             Delaware               
--------------------------------------------------------------------------------
Number of           7.  Sole Voting Power              0                        
Shares            --------------------------------------------------------------
Beneficially        8.  Shared Voting Power            1,000*                   
Owned by          --------------------------------------------------------------
Each                9.  Sole Dispositive Power         0                        
Reporting         --------------------------------------------------------------
Person With        10.  Shared Dispositive Power       1,000*                   
--------------------------------------------------------------------------------
11.  Aggregate Amount Beneficially Owned by Each Reporting Person       1,000*
--------------------------------------------------------------------------------
12.  Check if the Aggregate Amount in Row (11) Excludes Certain Shares  [ ]   
--------------------------------------------------------------------------------
13.  Percent of Class Represented by Amount in Row (11)                 100%  
--------------------------------------------------------------------------------
14.  Type of Reporting Person                                           CO    
--------------------------------------------------------------------------------

*    See Item 5. Represents all of the outstanding equity securities of Rollins 
  Truck Leasing Corp. As described in Item 5, of the 57,979,616 previously
outstanding shares of common stock of Rollins Truck Leasing Corp. (i) 
   55,958,288 shares were purchased in the Offer for $13 per share, (ii) the
     remaining 2,021,328 shares were converted into the right to receive $13 per
    share in the Merger, and (iii) all 57,979,616 shares ceased to exist as of
 the effective time of the Merger. As described in Item 5, Rollins Truck
 Leasing Corp. (i) filed a Form 15 in order to terminate registration of
    such shares under Section 12(g) of the Securities Exchange Act of 1934 and
   to suspend the duty to file reports under Section 15(d) of the Securities
     Exchange Act of 1934, and (ii) delisted such shares from the New York Stock
Exchange and the Pacific Stock Exchange.                              

SC 13D 4th Page of 9 TOC 1st Previous Next ↓Bottom Just 4th
CUSIP No. 775741101                                                             
--------------------------------------------------------------------------------
1.  Names of Reporting Persons.                                             
I.R.S. Identification Nos. of above persons (entities only).        
Penske Truck Leasing Corporation                                    
--------------------------------------------------------------------------------
  2.  Check the Appropriate Box if a Member of a Group                   (a) [ ]
                                                                         (b) [ ]
--------------------------------------------------------------------------------
3.  SEC Use Only                                                            
--------------------------------------------------------------------------------
4.  Source of Funds                                  AF, PF                 
--------------------------------------------------------------------------------
5.  Check if Disclosure of Legal Proceedings Is Required Pursuant to        
      Items 2(d) or 2(e)                                                     [ ]
--------------------------------------------------------------------------------
6.  Citizenship or Place of Organization             Delaware               
--------------------------------------------------------------------------------
Number of           7.  Sole Voting Power              0                        
Shares            --------------------------------------------------------------
Beneficially        8.  Shared Voting Power            1,000*                   
Owned by          --------------------------------------------------------------
Each                9.  Sole Dispositive Power         0                        
Reporting         --------------------------------------------------------------
Person With        10.  Shared Dispositive Power       1,000*                   
--------------------------------------------------------------------------------
11.  Aggregate Amount Beneficially Owned by Each Reporting Person       1,000*
--------------------------------------------------------------------------------
12.  Check if the Aggregate Amount in Row (11) Excludes Certain Shares  [ ]   
--------------------------------------------------------------------------------
13.  Percent of Class Represented by Amount in Row (11)                 100%  
--------------------------------------------------------------------------------
14.  Type of Reporting Person                                           CO    
--------------------------------------------------------------------------------

*    See Item 5. Represents all of the outstanding equity securities of Rollins 
  Truck Leasing Corp. As described in Item 5, of the 57,979,616 previously
outstanding shares of common stock of Rollins Truck Leasing Corp. (i) 
   55,958,288 shares were purchased in the Offer for $13 per share, (ii) the
     remaining 2,021,328 shares were converted into the right to receive $13 per
    share in the Merger, and (iii) all 57,979,616 shares ceased to exist as of
 the effective time of the Merger. As described in Item 5, Rollins Truck
 Leasing Corp. (i) filed a Form 15 in order to terminate registration of
    such shares under Section 12(g) of the Securities Exchange Act of 1934 and
   to suspend the duty to file reports under Section 15(d) of the Securities
     Exchange Act of 1934, and (ii) delisted such shares from the New York Stock
Exchange and the Pacific Stock Exchange.                              

SC 13D 5th Page of 9 TOC 1st Previous Next ↓Bottom Just 5th
CUSIP No. 775741101                                                             
--------------------------------------------------------------------------------
1.  Names of Reporting Persons.                                             
I.R.S. Identification Nos. of above persons (entities only).        
Penske Corporation                                                  
--------------------------------------------------------------------------------
  2.  Check the Appropriate Box if a Member of a Group                   (a) [ ]
                                                                         (b) [ ]
--------------------------------------------------------------------------------
3.  SEC Use Only                                                            
--------------------------------------------------------------------------------
4.  Source of Funds                                  AF                     
--------------------------------------------------------------------------------
5.  Check if Disclosure of Legal Proceedings Is Required Pursuant to        
      Items 2(d) or 2(e)                                                     [ ]
--------------------------------------------------------------------------------
6.  Citizenship or Place of Organization             Delaware               
--------------------------------------------------------------------------------
Number of           7.  Sole Voting Power              0                        
Shares            --------------------------------------------------------------
Beneficially        8.  Shared Voting Power            1,000*                   
Owned by          --------------------------------------------------------------
Each                9.  Sole Dispositive Power         0                        
Reporting         --------------------------------------------------------------
Person With        10.  Shared Dispositive Power       1,000*                   
--------------------------------------------------------------------------------
11.  Aggregate Amount Beneficially Owned by Each Reporting Person       1,000*
--------------------------------------------------------------------------------
12.  Check if the Aggregate Amount in Row (11) Excludes Certain Shares  [ ]   
--------------------------------------------------------------------------------
13.  Percent of Class Represented by Amount in Row (11)                 100%  
--------------------------------------------------------------------------------
14.  Type of Reporting Person                                           CO    
--------------------------------------------------------------------------------

*    See Item 5. Represents all of the outstanding equity securities of Rollins 
  Truck Leasing Corp. As described in Item 5, of the 57,979,616 previously
outstanding shares of common stock of Rollins Truck Leasing Corp. (i) 
   55,958,288 shares were purchased in the Offer for $13 per share, (ii) the
     remaining 2,021,328 shares were converted into the right to receive $13 per
    share in the Merger, and (iii) all 57,979,616 shares ceased to exist as of
 the effective time of the Merger. As described in Item 5, Rollins Truck
 Leasing Corp. (i) filed a Form 15 in order to terminate registration of
    such shares under Section 12(g) of the Securities Exchange Act of 1934 and
   to suspend the duty to file reports under Section 15(d) of the Securities
     Exchange Act of 1934, and (ii) delisted such shares from the New York Stock
Exchange and the Pacific Stock Exchange.                              

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CUSIP No. 775741101                                                             
--------------------------------------------------------------------------------
1.  Names of Reporting Persons.                                             
I.R.S. Identification Nos. of above persons (entities only).        
Roger S. Penske                                                     
--------------------------------------------------------------------------------
  2.  Check the Appropriate Box if a Member of a Group                   (a) [ ]
                                                                         (b) [ ]
--------------------------------------------------------------------------------
3.  SEC Use Only                                                            
--------------------------------------------------------------------------------
4.  Source of Funds                                  AF                     
--------------------------------------------------------------------------------
5.  Check if Disclosure of Legal Proceedings Is Required Pursuant to        
      Items 2(d) or 2(e)                                                     [ ]
--------------------------------------------------------------------------------
 6.  Citizenship or Place of Organization             United States of America
--------------------------------------------------------------------------------
Number of           7.  Sole Voting Power              0                        
Shares            --------------------------------------------------------------
Beneficially        8.  Shared Voting Power            1,000*                   
Owned by          --------------------------------------------------------------
Each                9.  Sole Dispositive Power         0                        
Reporting         --------------------------------------------------------------
Person With        10.  Shared Dispositive Power       1,000*                   
--------------------------------------------------------------------------------
11.  Aggregate Amount Beneficially Owned by Each Reporting Person       1,000*
--------------------------------------------------------------------------------
12.  Check if the Aggregate Amount in Row (11) Excludes Certain Shares  [ ]   
--------------------------------------------------------------------------------
13.  Percent of Class Represented by Amount in Row (11)                 100%  
--------------------------------------------------------------------------------
14.  Type of Reporting Person                                           IN    
--------------------------------------------------------------------------------

*    See Item 5. Represents all of the outstanding equity securities of Rollins 
  Truck Leasing Corp. As described in Item 5, of the 57,979,616 previously
outstanding shares of common stock of Rollins Truck Leasing Corp. (i) 
   55,958,288 shares were purchased in the Offer for $13 per share, (ii) the
     remaining 2,021,328 shares were converted into the right to receive $13 per
    share in the Merger, and (iii) all 57,979,616 shares ceased to exist as of
 the effective time of the Merger. As described in Item 5, Rollins Truck
 Leasing Corp. (i) filed a Form 15 in order to terminate registration of
    such shares under Section 12(g) of the Securities Exchange Act of 1934 and
   to suspend the duty to file reports under Section 15(d) of the Securities
     Exchange Act of 1934, and (ii) delisted such shares from the New York Stock
Exchange and the Pacific Stock Exchange.                              

SC 13D 7th Page of 9 TOC 1st Previous Next ↓Bottom Just 7th
ITEM 1. SECURITY AND COMPANY.                                                   

This statement on Schedule 13D ("Schedule 13D") relates to the 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 principal
executive offices of the Company are located at One Rollins Plaza, 2200 Concord 
Pike, Wilmington, Delaware 19803. All capitalized terms used but not otherwise  
defined in this Schedule 13D have the meanings ascribed to them by the Offer to 
Purchase.                                                                       

ITEM 2. IDENTITY AND BACKGROUND.                                                

This Schedule 13D is being filed by Penske Truck Leasing Co., L.P., a 
Delaware limited partnership ("Parent"), Penske Truck Leasing Corporation, a    
Delaware corporation and the general partner of Parent ("General Partner"),     
Penske Corporation, a Delaware corporation that controls the General Partner,   
Roger S. Penske, who may be deemed to control Penske Corporation, and RTLC      
Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of      
Parent ("RTLC") (collectively, the "Acquirors"). The information set forth under
the heading "Certain Information Concerning Parent and the Merger Sub" in the   
Offer to Purchase (the "Offer to Purchase") filed as Exhibit (a)(1) to the      
Tender Offer Statement on Schedule TO (the "Schedule TO") dated January 24,     
2001, as amended, relating to the Offer by Merger Sub to purchase all of the    
Shares of the Company, is incorporated herein by reference.                     

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.                      

   The information set forth in "Source and Amount of Funds" in the Offer to
Purchase is incorporated herein by reference.                                   

ITEM 4. PURPOSE OF TRANSACTION.                                                 

The information set forth in "Introduction" and "Purpose of the Offer;
Plans for the Company; The Merger Agreement" in the Offer to Purchase is        
incorporated herein by reference.                                               

ITEM 5. INTEREST IN SECURITIES OF THE COMPANY.                                  

   Parent and Sun Acquisition Corp., a Delaware corporation and wholly-owned
subsidiary of RTLC ("Merger Sub") made a tender offer for all of the outstanding
shares (the "Offer") pursuant to the Agreement and Plan of Merger by and among  
Parent, Merger Sub and the Company, which the parties entered into and announced
on January 15, 2001. The Offer was commenced on January 24, 2001. At Midnight on
February 21, 2001, the Offer expired. On February 26, 2001, in accordance with  
the Merger Agreement, Merger Sub accepted for payment and paid for 55,958,288   
Shares (approximately 96.5% of all outstanding Shares) in the Offer. On February
28, 2001, in accordance with the Merger Agreement and Section 253 of the        
Delaware General Corporation Law, Merger Sub merged with and into the Company,  
with the Company being the Surviving Corporation (the "Merger"). At the         
effective time of the Merger, by virtue of the Merger (i) each outstanding Share
(other than Shares owned by Merger Sub and Shares held by stockholders          
exercising appraisal rights under Section 262 of the Delaware General           

SC 13D 8th Page of 9 TOC 1st Previous Next ↓Bottom Just 8th
Corporation Law) was converted into the right to receive $13.00 per share in    
cash, (ii) each outstanding Share ceased to exist, (iii) the 1,000 issued and   
outstanding shares of common stock, par value $0.01 share, of Merger Sub were   
converted into 1,000 shares of common stock of the Surviving Corporation, and   
(iv) the separate corporate existence of Merger Sub ceased. As a consequence of 
the Merger, RTLC is the record and beneficial owner of all 1,000 shares of      
common stock of Rollins Truck Leasing Corp. outstanding. The Surviving          
Corporation has (i) filed a Form 15 in order to terminate registration of such  
shares under Section 12(g) of the Securities Exchange Act of 1934 and to suspend
the duty to file reports under Section 15(d) of the Securities Exchange Act of  
1934, and (ii) delisted such shares from the New York Stock Exchange and the    
Pacific Stock Exchange.                                                         

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE COMPANY                                       

    The information set forth in "Purpose of the Offer; Plans for the Company;
The Merger Agreement" in the Offer to Purchase is incorporated herein by        
reference.                                                                      

ITEM 7. MATERIAL FILED AS EXHIBITS.                                             

   Exhibit 1 -   Offer to Purchase, dated January 24, 2001 (previously filed
                 as Exhibit (a)(1) to the Schedule TO filed by the Acquirors
on January 24, 2001, as amended).         

   Exhibit 2 -   Funding letter from General Electric Capital Corporation to
                 Parent, dated January 15, 2001 (previously filed as Exhibit
                  (b) to the Schedule TO filed by the Acquirors on January 24,
2001).                                    

   Exhibit 3 -   Agreement and Plan of Merger, dated as of January 15, 2001,
                 by and among Parent, Merger Sub and the Company (previously
             filed as Exhibit (d)(1) to the Schedule TO filed by the
Acquirors on January 24, 2001).           

    Exhibit 4 -   Tender Agreement, dated as of January 15, 2001, by and among
                Parent, Merger Sub and certain stockholders of the Company
                  (previously filed as Exhibit (d)(2) to the Schedule TO filed
by the Acquirors on January 24, 2001).    

SC 13D Last Page of 9 TOC 1st Previous Next ↓Bottom Just 9th
SIGNATURES

  After reasonable inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this statement is true, complete and  
correct.                                                                        

Date: March 2, 2001                RTLC ACQUISITION CORP.                       

               By:  /s/ Frank E. Cocuzza
                                      ------------------------------------------
             Name:  Frank E. Cocuzza
                            Title: Senior Vice President - Finance

                      PENSKE TRUCK LEASING CORPORATION

               By:  /s/ Frank E. Cocuzza
                                      ------------------------------------------
             Name:  Frank E. Cocuzza
                            Title: Senior Vice President - Finance

                    PENSKE TRUCK LEASING CO., L.P.

                          By: Penske Truck Leasing Corporation

               By:  /s/ Frank E. Cocuzza
                                      ------------------------------------------
             Name:  Frank E. Cocuzza
                            Title: Senior Vice President - Finance

        PENSKE CORPORATION

              By:  /s/ Roger S. Penske
                                      ------------------------------------------
            Name:  Roger S. Penske
     Title: Chairman

         /s/ Roger S. Penske
                                   ---------------------------------------------
     Roger S. Penske

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘SC 13D’ Filing	Date	First	Last	Other Filings

Filed on:	3/2/01	9		3, SC 13D/A
	2/28/01	7		15-12B, SC TO-T/A
	2/26/01	7
	2/21/01	1	7	3
	1/24/01	7	8	SC 14D9, SC TO-T
	1/15/01	7	8
				List all Filings

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Filing Submission 0000893220-01-000236 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Penske Truck Leasing Co LP – ‘SC 13D’ on 3/2/01 re: Rollins Truck Leasing Corp

On: Friday, 3/2/01, at 3:36pm ET · Accession #: 893220-1-236 · File #: 5-19350

General Statement of Beneficial Ownership — Schedule 13DFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents