-----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, H/S+56Y1AQ10is1Kehre4UwOWThnB3XZOGDFdq9eLyNEQphcJWOOo4SPl76rLSsl qIVWv0Eh/3/9PEUVn+49IA== 0000914062-96-000034.txt : 19960306 0000914062-96-000034.hdr.sgml : 19960306 ACCESSION NUMBER: 0000914062-96-000034 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960305 SROS: NYSE GROUP MEMBERS: GARY W. ROLLINS GROUP MEMBERS: ROLLINS RANDALL R ET AL SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RPC INC CENTRAL INDEX KEY: 0000742278 STANDARD INDUSTRIAL CLASSIFICATION: SHIP & BOAT BUILDING & REPAIRING [3730] IRS NUMBER: 581550825 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-35402 FILM NUMBER: 96531098 BUSINESS ADDRESS: STREET 1: 2170 PIEDMONT RD NE CITY: ATLANTA STATE: GA ZIP: 30324 BUSINESS PHONE: 4048882950 MAIL ADDRESS: STREET 1: 2170 PIEDMONT ROAD CITY: ATLANTA STATE: GA ZIP: 30324 FORMER COMPANY: FORMER CONFORMED NAME: RPC ENERGY SERVICES INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ROLLINS RANDALL R ET AL CENTRAL INDEX KEY: 0001009449 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2170 PIEDMONT RD NE CITY: ATLANTA STATE: GA ZIP: 30324 MAIL ADDRESS: STREET 1: 2170 PIEDMONT RD NE CITY: ATLANTA STATE: GA ZIP: 30324 SC 13D/A 1 AMENDMENT NO. 1 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) RPC, INC. (Name of Issuer) Common Stock, $.10 Par Value (Title of Class of Securities) 749660 10 6 (CUSIP Number) Robert P. Finch, 2800 One Atlantic Center, 1201 West Peachtree Street, Atlanta, Georgia 30309-3400, (404) 873-8616 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) 11/9/93, 12/6/93, 1/1/94, 3/1/94, 11/11/94, 1/1/95 (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box . Check the following box if a fee is being paid with the statement . (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person R. Randall Rollins 2 Check the Appropriate Box if a Member of a Group (a) (b) 3 SEC Use Only 4 Source of Funds 00 and AF 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(E) 6 Citizenship or Place of Organization United States 7 Sole Voting Power 293,104 8 Shared Voting Power 7,605,778* 9 Sole Dispositive Power 293,104 10 Shared Dispositive Power 7,605,778* 11 Aggregate Amount Beneficially Owned by Each Reporting Person 7,898,882* 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) 54.6* percent 14 Type of Reporting Person IN SEE INSTRUCTIONS BEFORE FILLING OUT *Does not include 10,890** shares of the Company held by his wife. Includes 111,948** shares held as Trustee, Guardian or Custodian for his children and grandchildren, or as Custodian for the children of his brother, Gary W. Rollins. Includes the aggregate 27.9066% beneficial interest of Mr. Rollins, as trustee of trusts for his children, in 702,700 shares owned by Rollins Investment Fund, a Georgia general partnership (the "Fund"), of which each trust is a general partner (his percentage interest amounting to 196,100** shares). Also includes Mr. Rollins' 18.9959% beneficial interest in the 702,700 shares held by the Fund, of which Mr. Rollins is also a general partner (his percentage interest amounting to 133,484 shares). Includes 82,752** shares of the Company held by the Estate of O. Wayne Rollins of which he is Co- Trustee and Co-Executor and as to which he shares voting and investment powers. Includes 432,000 shares owned by the May Partnership. Mr. Rollins is an officer, director and stockholder of Rollins Holding Company, Inc., the corporation which is the sole general partner of the May Partnership. Includes 6,246,914 shares owned by LOR, Inc., a Georgia corporation of which Mr. Rollins is an officer, director, and owner of 50% of the voting stock. Includes 402,580 shares of the Company held in three trusts of which he is Co-Trustee and as to which he shares voting and investment power. **Mr. Rollins disclaims any beneficial interest in these holdings. 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Gary W. Rollins 2 Check the Appropriate Box if a Member of a Group (a) (b) 3 SEC Use Only 4 Source of Funds 00 and AF 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(E) 6 Citizenship or Place of Organization United States 7 Sole Voting Power 337,641 8 Shared Voting Power 7,448,262* 9 Sole Dispositive Power 337,641 10 Shared Dispositive Power 7,448,262* 11 Aggregate Amount Beneficially Owned by Each Reporting Person 7,785,903* 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) 53.8* percent 14 Type of Reporting Person IN SEE INSTRUCTIONS BEFORE FILLING OUT * Does not include 50,002** shares of the Company held by his wife. Includes 7,092** shares held only as Custodian for minor grandchildren of his brother, R. Randall Rollins. Includes the aggregate 22.3253% beneficial interest of Mr. Rollins, as trustee of four trusts for his children, in 702,700 shares owned by Rollins Investment Fund, a Georgia general partnership (the "Fund"), of which each trust is a general partner (his percentage interest amounting to 156,880** shares). Also includes Mr. Rollins' 18.9959% beneficial interest in the 702,700 shares held by the Fund, of which Mr. Rollins is also a general partner (his percentage interest amounting to 133,484 shares). Includes 82,752** shares of the Company held by the Estate of O. Wayne Rollins of which he is Co-Trustee and Co-Executor and as to which he shares voting and investment powers. Includes 432,000 shares owned by the May Partnership. Mr. Rollins is an officer, director and stockholder of Rollins Holding Company, Inc., the corporation which is the sole general partner of the May Partnership. Includes 6,246,914 shares owned by LOR, Inc., a Georgia corporation of which Mr. Rollins is an officer, director, and owner of 50% of the voting stock. Includes 389,140** shares of the Company held in three trusts of which he is Co-Trustee and as to which he shares voting and investment power. **Mr. Rollins disclaims any beneficial interest in these holdings. Item 1. SECURITY AND ISSUER This statement relates to the Common Stock, $.10 par value, of RPC, Inc., a Delaware corporation (the "Company"). The principal executive office of the Company is located at: 2170 Piedmont Road, N.E. Atlanta, Georgia 30324 Item 2. IDENTITY AND BACKGROUND 1. (a) R. Randall Rollins is a person filing this statement. (b) 2170 Piedmont Road, N.E., Atlanta, Georgia 30324. (c) Chairman of the Board and Chief Executive Officer of RPC, Inc., engaged in the business of oil and gas field services and boat manufacturing, the business address of which is 2170 Piedmont Road, N.E., Atlanta, Georgia 30324. Chairman of the Board and Chief Executive Officer of Rollins, Inc., engaged in the provision of pest-control, home security, lawn care and other consumer services, the business address of which is 2170 Piedmont Road, N.E., Atlanta, Georgia 30324. (d) None. (e) None. (f) United States. 2. (a) Gary W. Rollins is a person filing this statement. (b) 2170 Piedmont Road, N.E., Atlanta, Georgia 30324. (c) President and Chief Operating Officer of Rollins, Inc., engaged in the provision of pest-control, home security, lawn care and other consumer services, whose business address is 2170 Piedmont Road, N.E., Atlanta, Georgia 30324. (d) None. (e) None. (f) United States. Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION See Exhibit B, attached hereto and incorporated herein by this reference. Shares were acquired in gift transactions and through distributions from a family investment partnership. No consideration was given for the shares. Item 4. PURPOSE OF TRANSACTION See Item 3, above. The transactions were effected as gifts or for estate planning purposes. The 11/9/93 and 12/6/93 transfers were for the purpose of terminating a trust and a custodianship for children. The reporting persons currently intend to hold the shares for investment. (a) - (j) None. Item 5. INTEREST IN SECURITIES OF THE ISSUER (a)-(b)(1) R. Randall Rollins owns an aggregate of 293,104 shares of Company Common Stock (or 2.0% of outstanding Company Common Stock) in his own name. Given his respective interest in LOR as an officer, director, and 50% shareholder thereof, R. Randall Rollins has shared voting and dispositive power with respect to 6,246,914 Shares; as Co-Executor and Co-Trustee of the Estate (with the power to control the Estate in its entirety), he has shared voting and dispositive power with respect to 82,752 Shares; as Co-Trustee of three Trusts of which his five children are beneficiaries, he has shared voting and dispositive power with respect to 402,580 Shares; as Trustee, Guardian, or Custodian of his minor children and grandchildren or as Custodian for the children of his brother, Gary W. Rollins, he has shared voting and dispositive power with respect to 111,948 Shares; as an officer, director and stockholder of Rollins Holding Company, Inc., the corporation which is the sole general partner of the May Partnership, he has shared voting and dispositive power with respect to 432,000 Shares; as Trustee of each of five trusts which are general partners of the Fund, he has shared voting and dispositive power with respect to 196,100 Shares; and as a general partner in the Fund, he has shared voting and dispositive power with respect to 133,484 Shares; such that, cumulatively, R. Randall Rollins has voting and dispositive power with respect to 7,898,882 Shares (or 54.6% of outstanding Company Common Stock). (2) Gary W. Rollins owns an aggregate of 337,641 shares of Company Common Stock (or 2.3% of outstanding Company Common Stock) in his own name. Given his respective interest in LOR as an officer, director, and 50% shareholder thereof, Gary W. Rollins has shared voting and dispositive power with respect to 6,246,914 Shares; as Co-Executor and Co-Trustee of the Estate (with the power to control the Estate in its entirety), he has shared voting and dispositive power with respect to 82,752 Shares; as Co-Trustee of three trusts of which his four children are beneficiaries, he has shared voting and dispositive power with respect to 389,140 Shares; as Trustee, Guardian, or Custodian of his minor children and grandchildren or as Custodian for the children of his brother, R. Randall Rollins, he has shared voting and dispositive power with respect to 7,092 Shares; as an officer, director and stockholder of Rollins Holding Company, Inc., the corporation which is the sole general partner of the May Partnership, he has shared voting and dispositive power with respect to 432,000 Shares; as Trustee of each of four trusts which are general partners of the Fund, he has shared voting and dispositive power with respect to 156,880 Shares; and as a general partner in the Fund, he has shared voting and dispositive power with respect to 133,484 Shares; such that, cumulatively, Gary W. Rollins has voting and dispositive power with respect to 7,785,903 of the Shares (or 53.8% of outstanding Company Common Stock). (c) Transactions subsequent to September 9, 1993, are listed on Exhibit B attached hereto and incorporated herein by this reference. All transactions were effected in Atlanta, Georgia, and involved gifts or transfers for which no consideration was given and, thus, no price is listed on Exhibit B. (d) None. (e) Not Applicable. Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER There are no such contracts, arrangements, understandings or relationships with respect to any securities of the Company, including but not limited to transfer or voting of any of such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss or the giving or withholding of proxies. Item 7. MATERIAL TO BE FILED AS EXHIBITS (a) Agreement of filing persons relating to filing of joint statement per Rule 13d-1(f). (b) List of transactions in the Company's Shares subsequent to September 9, 1993, by R. Randall Rollins and Gary W. Rollins. Signature. After reasonable inquiry each of the undersigned certifies that to the best of his knowledge and belief the information set forth in this statement is true, complete and correct. R. Randall Rollins 2/8/96 - --------------------- -------------- R. Randall Rollins Date Gary W. Rollins 2/7/96 - -------------------- -------------- Gary W. Rollins Date EXHIBIT A The undersigned each hereby certifies and agrees that the above Schedule 13D concerning securities issued by RPC, Inc. is being filed on behalf of each of the undersigned. R. Randall Rollins 2/8/96 - ---------------------- --------------- R. Randall Rollins Gary W. Rollins 2/7/96 - ---------------------- --------------- Gary W. Rollins Date EXHIBIT B SUMMARY OF TRANSACTIONS A. RANDALL ROLLINS ("RRR"): DATE SHARES A/D(1) DESCRIPTION 1. 11/9/93 36,348 D Transfer of shares held by RRR as trustee for his daughter to direct ownership by that daughter. 2. 1/1/94 1,857 D Transfer of shares by RRR as custodian for RRR's grandchildren to GWR as custodian of RRR's grandchildren. 3. 1/1/94 42,971 D Distribution ("January Distribution") from the Fund to the Estate, causing the Estate's partnership interest in the Fund to decline and other partners' interests to increase. 4. 1/1/94 9,575 A The January Distribution caused an increase in RRR's general partnership interest in the Fund. 5. 1/1/94 13,234 A The January Distribution caused an increase in RRR's beneficiary ownership in the Funds' shares as trustee. 6. 3/1/94 5,065 D A distribution ("March Distribution") from the Fund to RRR and GWR as general partners, causing each of their partnership interests to decline and the other partners' interests to increase. 7. 3/1/94 1,920 A The March Distribution caused an increase in the Estate's beneficial interest in the shares held by the Fund. 8. 3/1/94 4,560 A The March Distribution caused an increase in RRR's beneficial interest in the Funds' shares as trustee. 9. 1/1/95 111,978 D Transfer of shares by RRR as trustee to the beneficiaries of the trusts. - ----------------- (1)A = Acquired; D = Disposed of B. GARY W. ROLLINS ("GWR"): DATE SHARES A/D(2) DESCRIPTION 1. 12/6/93 37,800 D Gift of shares from GWR as custodian for his son to direct ownership by that son. 2. 1/1/94 1,857 A Transfer of shares by RRR as custodian for RRR's grandchildren to GWR as custodian for RRR's grandchildren. 3. 1/1/94 42,971 D Distribution ("January Distribution") from the Fund to the Estate, causing the Estate's partnership interest in the Fund to decline and other partners' interests to increase. 4. 1/1/94 9,575 A The January Distribution caused an increase in GWR's general partnership interest in the Fund. 5. 1/1/94 10,586 A The January Distribution caused an increase in GWR's beneficial ownership in the Funds' shares as trustee. 6. 3/1/94 5,065 D A distribution ("March Distribution") from the Fund to RRR and GWR as general partners, causing each of their partnership interests to decline and the other partners' interests to increase. 7. 3/1/94 1,920 A The March Distribution caused an increase in the Estate's beneficial interest in the shares held by the Fund. 8. 3/1/94 3,648 A The March Distribution caused an increase in RRR's beneficial interest in the Funds' shares as trustee. 9. 11/11/94 5,235 A Gift of shares to GWR as custodian for RRR's grandchildren. - --------------------- (2)A = Acquired; D = Disposed of -----END PRIVACY-ENHANCED MESSAGE-----