<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
RPC ENERGY SERVICES, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
RPC ENERGY SERVICES, INC.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
5) Total fee paid:
------------------------------------------------------------------------
/X/ Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------------------
4) Date Filed:
------------------------------------------------------------------------
<PAGE>
RPC ENERGY SERVICES, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
2170 PIEDMONT ROAD, NE, ATLANTA, GEORGIA 30324
TO THE HOLDERS OF THE COMMON STOCK:
PLEASE TAKE NOTICE that the 1995 Annual Meeting of Stockholders of RPC
Energy Services, Inc., a Delaware corporation (the "Company"), will be held at
the Company's offices located at 2170 Piedmont Road, NE, Atlanta, Georgia, on
Tuesday, April 25, 1995, at 9:00 A.M., or any adjournment thereof, for the
following purposes:
(1) To elect three Class III directors to the Board of Directors; and
(2) To approve the proposed Performance-Based Compensation Agreements; and
(3) To amend the Certificate of Incorporation of the Company to change the
name of the Company from RPC Energy Services, Inc. to RPC, Inc.; and
(4) To transact such other business as may properly come before the meeting
or any adjournment thereof.
The Proxy Statement dated March 22, 1995 is attached.
The Board of Directors has fixed the close of business on February 28, 1995
as the record date for the determination of stockholders entitled to notice of,
and to vote at, the meeting.
Stockholders who do not expect to be present at the meeting are urged to
complete, date, sign and return the enclosed proxy. No postage is required if
the enclosed envelope is used and mailed in the United States.
BY ORDER OF THE BOARD OF DIRECTORS
Linda H. Graham, Secretary
Atlanta, Georgia
March 22, 1995
<PAGE>
PROXY STATEMENT
This Proxy Statement and a form of proxy were first mailed to stockholders
on or about March 22, 1995.
The following information concerning the enclosed proxy and the matters to
be acted upon at the Annual Meeting of Stockholders to be held on April 25,
1995, is submitted to the stockholders for their information.
SOLICITATION OF AND POWER TO REVOKE PROXY
A form of proxy is enclosed. Each proxy submitted will be voted as directed,
but if not otherwise specified, proxies solicited by the Board of Directors of
the Company will be voted in favor of the candidates for election to the Board
of Directors, in favor of the proposal to approve the Performance-Based
Compensation Agreements and in favor of the proposal to change the name of the
Company.
A stockholder executing and delivering a proxy has power to revoke the same
and the authority thereby given at any time prior to the exercise of such
authority if he so elects, by contacting either proxyholder.
CAPITAL STOCK
The outstanding capital stock of the Company on February 28, 1995 consisted
of 14,462,331 shares of Common Stock, par value $0.10 per share (excluding
147,723 treasury shares). Holders of Common Stock are entitled to one vote
(non-cumulative) for each share of such stock registered in their respective
names at the close of business on February 28, 1995, the record date for
determining stockholders entitled to notice of and to vote at the meeting or any
adjournment thereof.
The name and address of each stockholder who owned beneficially five percent
(5%) or more of the shares of Common Stock of the Company on February 28, 1995,
together with the number of shares so owned and the percentage of outstanding
shares that ownership represents, and information as to Common Stock ownership
of the Company's Chief Executive Officer and the other four most highly
compensated executive officers of the Company, (the "Named Executives") and the
executive officers and directors of the Company as a group (according to
information received by the Company), is set out below:
<TABLE>
<CAPTION>
AMOUNT PERCENT OF
NAME AND ADDRESS BENEFICIALLY OUTSTANDING
OF BENEFICIAL OWNER OWNED(1) SHARES
--------------------- ------------ ---------------
<S> <C> <C>
R. Randall Rollins ......................................................... 7,898,882(2) 54.6
2170 Piedmont Road, NE
Atlanta, Georgia
Gary W. Rollins ............................................................ 7,785,903(3) 53.8
2170 Piedmont Road, NE
Atlanta, Georgia
Mario Gabelli .............................................................. 1,155,000(4) 8.0
655 Third Avenue
New York, New York
Richard A. Hubbell ......................................................... 74,565(5) 0.5
2170 Piedmont Road, NE
Atlanta, Georgia
Bobby Joe Cudd ............................................................. 25,800 0.2
2170 Piedmont Road, NE
Atlanta, Georgia
James A. Lane, Jr .......................................................... 75,715(6) 0.5
2170 Piedmont Road, NE
Atlanta, Georgia
William S. Pegg ............................................................ 79,715(6) 0.5
2170 Piedmont Road, NE
Atlanta, Georgia
All Directors and Executive Officers as a group (13 persons)................ 9,032,529(7) 61.4
<FN>
(1) Except as otherwise noted, the nature of the beneficial ownership for all
shares is sole voting and investment power.
(2) Includes 308,048 shares of the Company held as Trustee, Guardian, or
Custodian for his children or as Custodian for the children of his brother,
Gary W. Rollins. Also includes 402,580 shares of the Company in three
trusts of which he is a Co-
</TABLE>
2
<PAGE>
<TABLE>
<S> <C>
Trustee and as to which he shares voting and investment power. Also
includes 6,246,914 shares owned by LOR, Inc. Mr. Rollins is an officer,
director and stockholder of LOR, Inc. Also 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. Also includes 133,484 shares held by
Rollins Investment Fund, a Georgia General Partnership, of which Mr.
Rollins is a general partner. Also includes 82,752 shares indirectly owned
by Mr. O. Wayne Rollins' Estate. Mr. Rollins is the Co-Executor and
Co-Trustee of this estate. Does not include 10,890* shares of the Company
held by his wife.
(3) Includes 163,972 shares of the Company held as Trustee or Custodian for his
children or as Custodian for the grandchildren of his brother, R. Randall
Rollins. Also includes 389,140 shares of the Company in three trusts of
which he is Co-Trustee and as to which he shares voting and investment
power. Also includes 6,246,914 shares owned by LOR, Inc. Mr. Rollins is an
officer, director and stockholder of LOR, Inc. Also 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. Also includes 133,484 shares
held by Rollins Investment Fund, a Georgia General Partnership, of which
Mr. Rollins is a general partner. Also includes 82,752 shares indirectly
owned by Mr. O. Wayne Rollins' Estate. Mr. Rollins is the Co-Executor and
Co-Trustee of this estate. Does not include 50,002* shares of the Company
held by his wife.
(4) Based upon information received by the Company, an aggregate of 1,155,000
shares of Company Common Stock is beneficially owned by entities controlled
directly or indirectly by Mario Gabelli, as follows: 929,500 shares by
GAMCO Investors, Inc. and 225,500 shares by Gabelli Funds, Inc. GAMCO
Investors, Inc. does not have authority to vote 136,000 shares of the total
929,500 held. Gabelli Funds, Inc. shares voting and disposition powers with
respect to the 225,500 shares held.
(5) Includes 49,265 shares subject to exercisable options, and 22,000 shares of
restricted stock grants.
(6) Includes 47,065 shares subject to exercisable options, and 20,000 shares of
restricted stock grants.
(7) Shares held in trusts as to which more than one officer and/or director are
Co-Trustees have been included only once. Includes an aggregate of 238,675
shares which may be purchased by 5 executive officers upon exercise of
currently exercisable options or restricted stock grants granted to them
pursuant to the Company's 1984 Incentive Stock Option Plan and 1994 Stock
Incentive Plan.
*Messrs. R. Randall Rollins and Gary W. Rollins disclaim any beneficial
interest in these holdings.
</TABLE>
ELECTION OF DIRECTORS
Three individuals are to be elected at the Annual Meeting to serve as Class
III directors for a term of three years, and until the election and
qualification of their successors. Seven other individuals serve as directors
but are not standing for re-election because their terms as directors extend
past this Annual Meeting pursuant to provisions of the Company's bylaws which
provide for the election of directors for staggered terms, with each director
serving a three-year term. Unless authority is withheld, the proxy holders will
vote for the election of the first three persons named below to three-year terms
as directors. Although Management does not contemplate the possibility, in the
event any nominee is not a candidate or is unable to serve as a director at the
time of the election, unless authority is withheld, the proxies will be voted
for any nominee who shall be designated by the present Board of Directors to
fill such vacancy.
The name and age of each of the three nominees, his principal occupation,
together with the number of shares of Common Stock beneficially owned, directly
or indirectly, by him and the percentage of outstanding shares that ownership
represents, all as of the close of business February 28, 1995, (according to
information received by the Company) are set out below. Similar information is
also provided for those directors whose terms expire in future years. Each
director was originally elected as a director shortly after incorporation of the
Company in January 1984, with the exception of James A. Lane, Jr. and Richard A.
Hubbell, who were elected as directors on January 27, 1987.
<TABLE>
<CAPTION>
PERCENTAGE OF
COMMON OUTSTANDING
NAMES OF NOMINEES PRINCIPAL OCCUPATION(1) AGE STOCK(2) SHARES
------------------------- --------------------------------------------- --- ------------ -------------
CLASS III (NEW TERM EXPIRES 1998)
------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Wilton Looney Honorary Chairman of the Board of Genuine less than
Parts Company (Automotive parts distributor). 75 600 0.1
Charles R. Patterson, Jr. Retired (since July, 1992); Executive Vice
President of the Company and President of
Patterson Services, Inc. (Subsidiary of the
Company) (prior to July, 1992). 68 0 0
Gary W. Rollins(3) President and Chief Operating Officer of
Rollins, Inc. (Consumer services). 50 7,785,903(4) 53.8
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
NAMES OF DIRECTORS PERCENTAGE OF
WHOSE TERMS HAVE COMMON OUTSTANDING
NOT EXPIRED PRINCIPAL OCCUPATION(1) AGE STOCK(2) SHARES
------------------------- --------------------------------------------- --- ------------ -------------
CLASS I (TERM EXPIRES 1996)
------------------------------------------------------------------------
<S> <C> <C> <C> <C>
R. Randall Rollins(3) Chairman of the Board and Chief Executive
Officer of the Company; Chairman of the Board
and Chief Executive Officer of Rollins, Inc.
(Consumer services) (since October 1991);
Vice Chairman of the Board of Rollins, Inc.
(prior to October 1991). 63 7,898,882(5) 54.6
Henry B. Tippie Chairman of the Board and Chief Executive
Officer of Tippie Communications, Inc. (Radio
stations). 68 578,139(6) 4.0
James B. Williams Chairman and Chief Executive Officer of
SunTrust Banks, Inc. (Bank holding company)
(since April 1991); President and Chief
Executive Officer of SunTrust Banks, Inc.
(April 1990 to April 1991). 61 20,000 0.1
James A. Lane, Jr. Executive Vice President of the Company;
President of Chaparral Boats, Inc.
(Subsidiary of the Company). 52 75,715(7) 0.5
CLASS II (TERM EXPIRES 1997)
------------------------------------------------------------------------
John W. Rollins(3) Chairman of the Board and Chief Executive
Officer of Rollins Truck Leasing Corp.
(Vehicle leasing and transportation);
Chairman of the Board and Chief Executive
Officer of Rollins Environmental Services,
Inc. (Hazardous waste treatment and less than
disposal). 78 6,204(8) 0.1
Bobby Joe Cudd Executive Vice President of the Company;
President of Cudd Pressure Control, Inc.
(Subsidiary of the Company). 65 25,800 0.2
Richard A. Hubbell President and Chief Operating Officer of the
Company. 50 74,565(9) 0.5
<FN>
(1) Unless otherwise noted, each of the directors has held the positions of
responsibility set out in this column (but not necessarily his present
title) for more than five years. In addition to the directorships listed in
this column, the following individuals also serve on the boards of
directors of the following companies: Henry B. Tippie: Rollins
Environmental Services, Inc., Rollins Truck Leasing Corp. and Matlack
Systems, Inc.; John W. Rollins: Matlack Systems, Inc. and FPA Corp.; James
B. Williams: The Coca-Cola Company, Genuine Parts Company, Sonat Inc., and
Georgia-Pacific Corporation; Gary W. Rollins: Rollins Truck Leasing Corp.;
R. Randall Rollins: Trust Company Bank; and Charles R. Patterson, Jr.:
Premier Bank, NA. All of the directors shown in the above table, with the
exception of Messrs. Patterson, Hubbell, Lane and Cudd, are also directors
of Rollins, Inc.
(2) Except as otherwise noted, the nature of the beneficial ownership for all
shares is sole voting and investment power.
(3) R. Randall Rollins and Gary W. Rollins are brothers. John W. Rollins is
their uncle.
(4) See information contained in footnote (3) to the table appearing in Capital
Stock section.
(5) See information contained in footnote (2) to the table appearing in Capital
Stock section.
(6) Includes 453,139 shares of Common Stock of the Company in trusts of which
he is a Trustee or Co-Trustee and as to which he shares voting and
investment power.
(7) See information contained in footnote (6) to the table appearing in Capital
Stock section.
(8) Does not include 7,804 shares held by his wife as custodian for his
children. Mr. Rollins disclaims any beneficial interest in these holdings.
(9) See information contained in footnote (5) to the table appearing in Capital
Stock section.
</TABLE>
4
<PAGE>
BOARD OF DIRECTORS COMPENSATION, COMMITTEES AND MEETINGS
During 1994, non-employee Directors received from the Company $500 for each
meeting of the Board of Directors or committee they attended, plus $4,000 per
year. Effective January 1, 1995, these payments were increased to $750 per
meeting and $10,000 per year.
The Audit Committee of the Board of Directors of the Company consists of
Henry B. Tippie, Chairman, Wilton Looney and James B. Williams. The Audit
Committee held two meetings during the fiscal year ended December 31, 1994. Its
functions are to select a firm of independent public accountants whose duty it
is to audit the books and accounts of the Company and its subsidiaries for the
fiscal year for which they are appointed and to monitor the effectiveness of the
audit effort and the Company's financial and accounting organization and
financial reporting. The Compensation Committee of the Board of Directors of the
Company consists of Henry B. Tippie, Chairman, Wilton Looney and James B.
Williams. It held one meeting during the fiscal year ended December 31, 1994.
The functions of the Compensation Committee are to review the Company's
executive compensation structure and to report to the Board any changes to
insure continued effectiveness. The Board of Directors met four times during the
fiscal year ended December 31, 1994. The Company does not have a nominating
committee of the Board of Directors. No director attended fewer than 75 percent
of Board Meetings and meetings of committees on which he served during the
fiscal year.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
None of the directors named above who serve on the Company's Compensation
Committee are or have ever been employees of the Company. No executive officer
of the Company serves on a Compensation Committee of another company. R. Randall
Rollins, an executive of the Company, serves on the Board of Directors of Trust
Company Bank, a subsidiary of SunTrust Banks, Inc. Mr. Williams is the Chairman
and Chief Executive Officer of SunTrust. Mr. Rollins is not on the Compensation
Committee of either SunTrust or Trust Company.
5
<PAGE>
EXECUTIVE COMPENSATION
Shown below is information concerning the annual and long-term compensation
for services in all capacities to the Company for the calendar years ended
December 31, 1994, 1993 and 1992 of those persons who were at December 31, 1994
(i) the chief executive officer and (ii) the other Named Executives of the
Company whose total annual compensation exceeded $100,000:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION AWARDS
----------------------
ANNUAL RESTRICTED SECURITIES
COMPENSATION STOCK UNDERLYING
----------------- AWARDS OPTIONS ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS ($) (1) (#) COMPENSATION(2)
- ---------------------------------------- ---- -------- ------- ---------- ---------- ---------------
<S> <C> <C> <C> <C> <C> <C>
R. Randall Rollins 1994 $320,000 $ 0 0 0 $ 0
Chairman of the Board & 1993 320,000 0 0 0 0
Chief Executive Officer 1992 300,000 0 0 0 0
Richard A. Hubbell 1994 243,333 127,500 176,000 11,000 1,800
President & Chief Operating Officer 1993 222,500 100,000 0 0 2,670
1992 205,000 0 0 0 2,460
Bobby Joe Cudd 1994 110,090 7,360 0 0 1,409
Executive Vice President, & 1993 110,090 27,381 0 0 1,650
President, Cudd Pressure Control 1992 110,090 6,340 0 0 1,397
James A. Lane, Jr. 1994 67,841 926,885 160,000 0 1,800
Executive Vice President, & 1993 67,841 555,347 0 0 2,830
President, Chaparral Boats, Inc. 1992 67,841 636,915 0 0 2,620
William S. Pegg 1994 67,841 926,885 160,000 0 1,800
Executive Vice President, & 1993 67,841 555,347 0 0 2,830
Executive Vice President, Chaparral 1992 67,841 636,915 0 0 2,620
Boats, Inc.
<FN>
(1) The values set forth for restricted stock awards are as of April 26, 1994,
the date of grant of Time Lapse Restricted Stock. On December 31, 1994,
these were the only shares of restricted stock held by the Named
Executives. The number of shares held and their values on December 31, 1994
were as follows: Mr. Hubbell, 22,000 shares valued at $167,750; Mr. Lane,
20,000 shares valued at $152,500; and Mr. Pegg, 20,000 shares valued at
$152,500. The December 31, 1994 values are based on the December 31, 1994
closing market stock price of $7.625 and do not take into account any
diminution of value attributable to time lapse restrictions on these
shares. Time Lapse Restricted Stock vests ten years from the date of grant.
This stock is forfeited if the employment of the Named Executive terminates
prior to vesting for reasons other than death, retirement or permanent
disability. During these ten years, grantees receive all dividends declared
and retain voting rights for the granted shares.
(2) Effective July 1, 1984, the Company adopted the RPC Energy Services
Retirement Account ("Retirement Account"), a qualified retirement plan
designed to meet the requirements of Section 401(k) of the Internal Revenue
Code. The Retirement Account provides for a matching contribution of forty
cents ($.40) for each one dollar ($1.00) of a participant's contribution to
the Retirement Account, not to exceed 3 percent of his or her annual
compensation (which includes commissions, overtime and bonuses).
Participants accrue benefits under the Retirement Account in lieu of
payment of compensation to the participant. The amounts shown in this
column represent the Company match for the named executives.
</TABLE>
6
<PAGE>
OPTION/SAR GRANTS IN FISCAL YEAR 1994
The following table sets forth stock options granted in the fiscal year
ending December 31, 1994 to each of the Company's Named Executives. Employees of
the Company and its subsidiaries are eligible for stock option grants based on
individual performance. The table also sets forth the hypothetical gains that
would exist for the options at the end of their ten-year term, assuming compound
rates of stock appreciation of 5 percent and 10 percent. The actual future value
of the options will depend on the market value of the Company's Common Stock.
All option exercise prices are based on the market price on the grant date.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS (1)
-------------------------------------------------------- POTENTIAL REALIZABLE
NUMBER OF PERCENT VALUE AT ANNUAL
SECURITIES OF TOTAL RATES OF STOCK PRICE
UNDERLYING OPTIONS APPRECIATION FOR
OPTIONS GRANTED TO EXERCISE OR OPTION TERM (2)
GRANTED EMPLOYEES IN BASE PRICE EXPIRATION --------------------
NAME (#) FISCAL YEAR ($/SH) DATE 5% ($) 10% ($)
- ------------------------------------------ ------------- ------------- ------------- ----------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
R. Randall Rollins........................ 0 -- -- -- -- --
Richard A. Hubbell........................ 11,000(3) 14% $ 8.00 04/26/04 $ 55,350 $ 140,250
Bobby Joe Cudd............................ 0 -- -- -- -- --
James A. Lane, Jr......................... 0 -- -- -- -- --
William S. Pegg........................... 0 -- -- -- -- --
<FN>
(1) Options were granted on April 26, 1994 at a price of $8.00 per share. No
Stock Appreciation Rights were granted to the Named Executives during 1994.
(2) These amounts, based on assumed appreciation rates of 5 percent and 10
percent as prescribed by the Securities and Exchange Commission rules, are
not intended to forecast possible future appreciation, if any, of the
Company's stock price. These numbers do not take into account certain
provisions of options providing for termination of the option following
termination of employment, nontransferability or phased-in vesting. The
Company did not use an alternative formula for a grant date valuation as it
is not aware of any formula which will determine with reasonable accuracy a
present value based on future unknown or volatile factors. Future
compensation resulting from option grants is based solely on the
performance of the Company's stock price.
(3) These Incentive Stock Options vest and become exercisable 20 percent each
year and expire after 10 years.
</TABLE>
OPTION/SAR EXERCISES AND YEAR-END VALUE TABLE
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SAR'S OPTIONS/SAR'S
VALUE AT FY-END (#) AT FY-END ($) (1)
SHARES ACQUIRED REALIZED EXERCISABLE/ EXERCISABLE/
NAME ON EXERICSE (#) ($) UNEXERCISABLE UNEXERCISABLE
- --------------------------------------------- ----------------- ----------- --------------- ------------------
<S> <C> <C> <C> <C>
R. Randall Rollins........................... 0 $ 0 0/0 $ 0/0
Richard A. Hubbell........................... 0 0 47,065/11,000 159,047/0
Bobby Joe Cudd............................... 25,800 96,750 0/0 0/0
James A. Lane, Jr............................ 0 0 47,065/0 159,047/0
William S. Pegg.............................. 0 0 47,065/0 159,047/0
<FN>
(1) Based on the closing price of Company Common Stock on the New York Stock
Exchange on December 31, 1994 of $7.625 per share.
</TABLE>
7
<PAGE>
LONG-TERM INCENTIVE PLANS -- AWARDS IN FISCAL YEAR 1994
Performance restricted stock is granted, but not earned and issued until
certain five year tiered performance criteria are met. The performance criteria
are predetermined market prices of the Company's stock. On the date that the
stock appreciates to each level (determination date), 20 percent of performance
shares are earned. Once earned, the stock vests in five years from the
determination date. After the determination date, the grantee will receive all
dividends declared and also have voting rights to the shares.
<TABLE>
<CAPTION>
PERFORMANCE OR
NUMBER OF OTHER PERIOD
SHARES, UNITS UNTIL MATURATION
NAME OR OTHER RIGHTS (#) OR PAYOUT
- -------------------------------------------------------- ------------------- ----------------
<S> <C> <C>
R. Randall Rollins...................................... 0 N/A
Richard A. Hubbell...................................... 22,000 04/26/99
Bobby Joe Cudd.......................................... 0 N/A
James A. Lane, Jr....................................... 0 N/A
William S. Pegg......................................... 0 N/A
</TABLE>
NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN ANY OF THE COMPANY'S
PREVIOUS FILINGS UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE EXCHANGE
ACT THAT MIGHT INCORPORATE FUTURE FILINGS, INCLUDING THIS PROXY STATEMENT, IN
WHOLE OR IN PART, THE FOLLOWING REPORT AND THE PERFORMANCE GRAPH ON PAGE 11
SHALL NOT BE INCORPORATED BY REFERENCE INTO ANY SUCH FILINGS.
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
OVERVIEW
The Compensation Committee is comprised of outside directors who are not
eligible to participate in the compensation plans and over whose names this
report is presented. The Committee reviews and approves the compensation of the
Company's executive officers annually. The actions of executive officers have a
profound impact on the short-term and long-term profitability of the Company.
Therefore, the design of the executive officer compensation package is very
important.
The Company has an executive compensation package that is driven by an
increase in shareholder value, the overall performance of the Company and the
individual performance of the executive. The measures of the Company's
performance include revenue and net income. The three main components of the
executive compensation package are stock based incentive plans, cash incentive
plans and base salary.
STOCK BASED INCENTIVE PLANS
The 1994 Employee Stock Incentive Option Plan was approved by stockholders
at the April 26, 1994 meeting. As detailed in the Summary Compensation Table on
page 6, the Option/SAR Grant Table on page 7 and the Long-Term Incentive Plan
Table on page 8, the Named Executives were awarded an aggregate of 95,000 units
in 1994 under this plan. These awards were intended to help insure that the
long-term goals of the executives were aligned with those of the Company.
Specific award amounts were determined based on the performance of the
individual and took into consideration the number of options awarded in a
previous plan that are currently held by the Named Executives.
CASH BASED INCENTIVE PLANS
A second component of the executive compensation package consists of several
cash based incentive plans. The Company has a wide variety of individualized
cash based incentive plans which have been developed to reward individual
performance. The Company includes several subsidiaries in unrelated industries,
so each compensation plan was designed to be motivational and appropriate, based
on the norms in that industry. The Company's Stock Appreciation Rights Plan
expired in 1994 but no grants were made pursuant thereto.
8
<PAGE>
Two of the Named Executives, James A. Lane, Jr. and William S. Pegg, have
employment agreements with the Company that were first entered into as part of
the Company's acquisition of Chaparral Boats, Inc. on November 4, 1986. Under
these agreements, each individual receives an annual cash incentive bonus of 10
percent of pretax profit of Chaparral Boats, Inc. These incentive payments were
approximately 90 percent of the total cash compensation paid to these executives
in 1994. The Committee thinks it is likely that these two executives will, in
the foreseeable future, receive in excess of $1 million in aggregate
compensation (the maximum amount for which an employer may claim a compensation
deduction pursuant to Section 162(m) of the Internal Revenue Code of 1986, as
amended, unless certain performance related compensation exemptions are met)
during one fiscal year. As a result, the Company is seeking stockholder approval
of these agreements at the April 25, 1995 Stockholders' Meeting in order to
qualify for the performance related compensation exemption.
The other Named Executives participate in a variety of individualized
performance bonus plans designed to encourage achievement of short-term
objectives. These plans all have payouts subjectively based on net income,
budget objectives, and other individual specific performance objectives.
Subjective compensation decisions are based upon these specific performance
objectives, which relate to each executive improving the contribution of his
functional areas of responsibility to further enhance the earnings of the
Company. The Company's philosophy is that the executive should receive a bonus
only if these performance targets are met. This means that a significant portion
of the compensation package is at risk. The performance bonus as a percent of
total compensation will vary in accordance with the type of executive position,
ranging up to 100 percent.
Richard A. Hubbell, the President of the Company earned a $127,500 bonus in
1994 under one of these plans.
BASE SALARY
The third component is base salary. The Company believes that it is
important for the Named Executives to receive acceptable salaries so the Company
can keep the senior executive talent it needs to meet the challenges in today's
environment. The factors subjectively used in determining base salary include
the recent profit performance of the Company, the magnitude of responsibilities,
the scope of the position, individual performance and the pay received by others
in similar positions. Approximately one-half of the merit percentage increases
are based on attainment of the net income objectives for each appropriate
functional area of responsibility. The remaining 50 percent of the merit salary
increase is subjectively based on the other aforementioned criteria. The
decision of the Committee is very subjective and these factors are not used in
any specific formula or weighting. The salaries of the Named Executives are
reviewed annually, but increases are awarded only when justified by the increase
in the Company's shareholder value and the overall performance of the Company.
As a result of the improvement in net income in 1994, increases to base pay
ranged up to 10 percent for the Named Executives.
CEO PAY
The 1994 cash compensation of R. Randall Rollins, Chairman and Chief
Executive Officer, was $320,000. The Committee feels that due to his significant
level of ownership in the Company, the Chief Executive Officer will not
participate in an incentive plan at this time. The Committee considers several
factors when determining the CEO's salary. These factors include long-term
growth in net income, stockholder value improvements as well as his individual
performance. The decision of the Committee is subjective and these factors are
not used in any specific formula or weighting.
9
<PAGE>
CONCLUSION
The Committee believes that this mix of conservative market-based salaries,
cash incentives for both long-term and short-term performance, and stock based
incentives for long-term performance of the Company represent a balance that
will motivate the executive team to continue to produce the best results
possible given the economic conditions and the cyclical nature of the industries
of the subsidiaries. The Committee further believes this program strikes an
appropriate balance between the interest of the Company in operating its
businesses and appropriate rewards based on shareholder value.
COMPENSATION COMMITTEE
Henry B. Tippie, Chairman
Wilton Looney
James B. Williams
10
<PAGE>
COMMON STOCK PERFORMANCE
As part of the executive compensation information presented in this Proxy
Statement, the Securities and Exchange Commission requires a five-year
comparison of the cumulative total stockholder return based on the performance
of the stock of the Company, assuming dividend reinvestment as compared with
both a broad equity market index and an industry or peer group index. The
indices included in the following graph are the S & P 500 Index and a peer group
which includes those companies that are considered peers of the subsidiaries of
the Company. The companies included in the peer group have been weighted
according to the respective issuer's stock market capitalization at the
beginning of each year. The companies are Brunswick Corporation and Outboard
Marine Corporation, which compete with the Company's boat manufacturing
subsidiary; and Weatherford International, Inc. and Nowsco Well Service Company,
which compete with each of the two largest oil and gas services subsidiaries of
the Company. In prior years, H & H Oil Tool Company was included as a peer of
the oil and gas services subsidiaries. H & H was acquired during 1994 by
Weatherford International, Inc., and as a result Weatherford has replaced H & H
in the peer group.
COMMON STOCK PERFORMANCE GRAPH
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
RPC S&P PEERS
<S> <C> <C> <C>
1989 100.00 100.00 100.00
1990 132.69 96.89 70.40
1991 130.77 126.42 87.94
1992 101.92 136.05 106.81
1993 130.77 149.76 131.09
1994 117.31 151.74 129.23
</TABLE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Prior to June 30, 1984, the Company was a wholly-owned subsidiary of
Rollins, Inc. ("Rollins"). On June 30, 1984, Rollins effected a spin-off
distribution to its stockholders of all of the outstanding shares of the Company
(the "Spin-off"). Messrs. Gary W. Rollins and R. Randall Rollins named in the
table under "Capital Stock" on page 2, have substantially similar interests in
Rollins.
The Company receives certain administrative services from Rollins, and also
rents office space from Rollins. The service agreements between Rollins and the
Company provide for the provision of services on a cost reimbursement basis and
are terminable on six months notice. The services covered by these agreements
include office space, data processing, administration of certain employee
benefit programs, and other administrative services. Charges to the Company (or
to corporations which are subsidiaries of the Company) for such services and
rent aggregated $505,000 in 1994.
11
<PAGE>
BENEFIT PLANS
The Company's Retirement Income Plan, effective July 1, 1984, is a trusteed
defined benefit pension plan. The amounts shown on the following table are those
annual benefits payable for life on retirement at age 65. The amounts computed
in this table assume: (a) that the participant remains in the service of the
Company until his normal retirement date at age 65; (b) that the participant's
earnings continue at the same rate as paid in the fiscal year ended December 31,
1994 during the remainder of his service until age 65; (c) that the normal form
of benefit is a single-life annuity, and (d) that the Plan continues without
substantial modification. The column entitled remuneration represents all
compensation in the compensation table on page 6.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
YEARS OF SERVICE
---------------------------------------------------------------
REMUNERATION 15 20 25 30 35
- ------------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
$ 100,000 $ 22,500 $ 30,000 $ 37,500 $ 45,000 $ 45,000
200,000 45,000 60,000 75,000 90,000 90,000
300,000 67,500 90,000 112,500 135,000 135,000
400,000 90,000 120,000 150,000 180,000 180,000
500,000 112,500 150,000 187,500 225,000 225,000
600,000 135,000 180,000 225,000 270,000 270,000
700,000 157,500 210,000 262,500 315,000 315,000
800,000 180,000 240,000 300,000 360,000 360,000
900,000 202,500 270,000 337,500 405,000 405,000
1,000,000 225,000 300,000 375,000 450,000 450,000
</TABLE>
The above table does not reflect the Plan offset for Social Security average
earnings, the maximum benefit limitations under Section 415 of the Internal
Revenue Code, or the maximum pay limitation under Section 401(a)(17) of the
Internal Revenue Code.
Retirement income benefits are based on the average of the employee's
compensation from the Company for the five consecutive complete calendar years
of highest compensation during the last ten consecutive complete calendar years
("final average compensation") immediately preceding the employee's retirement
date or, if earlier, the date of his termination of employment. All full-time
corporate employees of the Company and its subsidiaries (other than employees
subject to collective bargaining agreements) are eligible to participate in the
Retirement Income Plan after completing one year of service as an employee. The
benefit formula is 1 1/2 percent of final average compensation less 3/4 percent
of final average FICA earnings multiplied by years of service (maximum 30
years). The Plan also provides reduced early retirement benefits under certain
conditions. In accordance with the Internal Revenue Code of 1986, as amended
(the "Code"), the maximum annual benefit that could be payable to a Retirement
Income Plan beneficiary in 1994 is $118,800. However, this limitation does not
affect previously accrued benefits of those individuals who became entitled to
benefits in excess of $118,800 prior to the effective date of the applicable
provisions of the Tax Equity and Fiscal Responsibility Act of 1982 and the Tax
Reform Act of 1986. In accordance with the Code (as amended by the Omnibus
Budget Reconciliation Act of 1993), the maximum compensation recognized by the
Retirement Income Plan was $150,000 in 1994. Retirement benefits accrued at the
end of any calendar year will not be reduced by any subsequent changes in the
maximum compensation limit. Participants in the Rollins, Inc. Retirement Income
Plan who transferred their employment to the Company as a result of the Spin-off
participated immediately in the Plan. The current credited years of service for
the five individuals named in the executive compensation table are: R. Randall
Rollins -- 30, Bobby Joe Cudd -- 17, Richard A. Hubbell -- 8, James A. Lane, Jr.
- -- 7, William S. Pegg -- 7.
12
<PAGE>
ITEM 2 -- APPROVAL OF PERFORMANCE-BASED
COMPENSATION AGREEMENTS
James A. Lane, Jr. and William S. Pegg entered into seven-year employment
agreements with the Company as part of the Company's acquisition of Chaparral
Boats, Inc. ("Chaparral") on November 4, 1986. Under these agreements, each
individual receives an annual cash incentive bonus equal to ten percent of
pretax profit of Chaparral. These agreements, which expired on November 4, 1993,
were renewed for another seven-year term at that time. It is possible that total
compensation to each such individual, including amounts paid under each of these
agreements, could exceed $1 million for a particular year.
During 1993, the Code was amended with respect to the tax deductibility of
executive compensation. Under these amendments, publicly-held companies such as
the Company may not deduct compensation paid to certain executive officers to
the extent that such compensation exceeds $1 million in any one year for each
such employee. The regulations provide an exception for "performance-based"
compensation.
Compensation payments will be treated as performance-based compensation for
these purposes if: (1) such payments are made solely on account of the
attainment of one or more preestablished objective performance goals; (2) the
performance goals under which the payments are to be made are established by a
committee comprised solely of two or more outside directors; (3) such
compensation committee certifies in writing prior to payment of the bonus that
the performance goals and any other material terms of payment were, in fact,
satisfied; and (4) the material terms of the performance goals under which the
payments are to be made are disclosed to shareholders and approved by a vote of
a majority of the Company's outstanding voting shares.
The first three of these requirements will be met in connection with the
above-described compensation agreements renewed in 1993. Thus, the only
remaining requirement that must be met before the Company would be able to
deduct the full amount of incentive bonus payments for tax purposes, is to
obtain shareholder approval of the material terms of the Performance-Based
Compensation Agreements.
Accordingly, the Board submits the following resolution for shareholder
approval:
RESOLVED, that the Performance-Based Compensation Agreements as described
above are approved.
Management recommends a vote "FOR" approval of the resolution.
ITEM 3 -- PROPOSED AMENDMENT OF THE CERTIFICATE OF INCORPORATION
The stockholders will be asked to vote on the approval of an amendment
("Amendment") to the Company's Certificate of Incorporation whereby the name of
the Company would be changed from RPC Energy Services, Inc. to RPC, Inc. The
Amendment pertains only to the first paragraph of Article First of the
Certificate of Incorporation of the Company. As amended, such paragraph would be
as follows:
"FIRST -- The name of this corporation is RPC, Inc."
The Company proposes the Amendment because the words "Energy Services" no
longer properly describe the mix of business lines conducted by the Company and
might be viewed as misleading, therefore, the Board recommends that the words
"Energy Services" be deleted from the Company's name, and that the Company be
known as RPC, Inc.
Management recommends a vote "FOR" approval of the Amendment.
13
<PAGE>
INDEPENDENT PUBLIC ACCOUNTANTS
Arthur Andersen LLP served as the auditors for the Company for the fiscal
year ended December 31, 1994. As is its policy, upon the recommendation of the
Audit Committee, the Board of Directors shall select a firm of independent
public accountants for fiscal 1995. It is anticipated that a representative of
Arthur Andersen LLP will be present at the Annual Meeting to answer questions
and make a statement should such representative so desire.
SECTION 16 COMPLIANCE
The Company has completed a review of Forms 3, 4, and 5 and amendments
thereto furnished to the Company by all Directors, Officers and greater than 10
percent stockholders subject to the provisions of Section 16 of the Securities
Exchange Act of 1934. In addition, the Company has a written representation from
all Directors, Officers and greater than 10 percent stockholders from whom no
Form 5 was received, indicating that no Form 5 filing was required. Based solely
on this review, the Company believes that filing requirements of such persons
under Section 16 for the fiscal year ended December 31, 1994 have been
satisfied.
STOCKHOLDER PROPOSALS
Appropriate proposals of stockholders intended to be presented at the
Company's 1996 Annual Meeting of Stockholders must be received by the Company by
November 23, 1995 for inclusion in its proxy statement and form of proxy
relating to that meeting. If the date of the next annual meeting is advanced by
more than 30 calendar days or delayed by more than 30 calendar days from the
date of the annual meeting to which this proxy statement relates, the Company
shall, in a timely manner, inform its stockholders of the change and the date by
which proposals of stockholders must be received.
VOTING PROCEDURES AND VOTE REQUIRED
The Chairman of the Board of Directors of the Company will select a
representative of the Company's transfer agent as Inspector of the Election, to
determine the eligibility of persons present at the Meeting to vote and to
determine whether the name signed on each proxy card corresponds to the name of
a stockholder of the Company. The Inspector shall also determine whether or not
a quorum of the shares of the Company (consisting of a majority of the votes
entitled to be cast at the Meeting) exists at the Meeting. A majority of the
outstanding shares will constitute a quorum at the meeting. Abstentions and
broker non-votes are counted for purposes of determining the presence or absence
of a quorum for the transaction of business. If a quorum exists and a vote is
taken at the Meeting, the Inspector shall tabulate (i) the votes cast for or
against each proposal and (ii) the abstentions in respect of each proposal.
In accordance with the Delaware General Corporation Law, the election of the
nominees named herein as directors will require the affirmative vote of a
plurality of the votes cast by the shares of Company Common Stock entitled to
vote in the election provided that a quorum is present at the Meeting.
In the case of a plurality vote requirement (as in the election of
directors), where no particular percentage vote is required, the outcome is
solely a matter of comparing the number of votes cast in favor of a proposal to
the number of votes cast against the proposal, and hence only votes for or
against the proposal (and not abstentions or broker non-votes) are relevant to
the outcome. The proposal for approval of the Performance-Based Compensation
Agreements will require the affirmative vote of a majority of the outstanding
shares of Common Stock present in person or by proxy and entitled to vote on the
proposal. Abstentions will have the effect of "negative" votes with respect to
this proposal, while broker non-votes will have no effect on the outcome of the
proposal. The proposal to amend the Certificate of Incorporation will require
the affirmative vote of a majority of the outstanding shares of Common Stock and
entitled to vote on the proposal. Abstentions and broker non-votes will have the
effect of "negative" votes with respect to this proposal.
14
<PAGE>
MISCELLANEOUS
The Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1994, is being mailed to stockholders with this proxy statement.
Management knows of no business other than the matters set forth herein
which will be presented at the meeting. Inasmuch as matters not known at this
time may come before the meeting, the enclosed proxy confers discretionary
authority with respect to such matters as may properly come before the meeting;
and it is the intention of the persons named in the proxy to vote in accordance
with their best judgment on such matters.
BY ORDER OF THE BOARD OF DIRECTORS
Linda H. Graham, Secretary
Atlanta, Georgia
March 22, 1995
15
<PAGE>
PERFORMANCE-BASED
COMPENSATION AGREEMENT
THIS AGREEMENT, entered into as of this 4th day of November, 1993, between
CHAPARRAL BOATS, INC., a Georgia corporation (hereinafter called the "Company"),
and WILLIAM S. PEGG (hereinafter called the "Employee").
W I T N E S S E T H:
WHEREAS, the Company desires to employ Employee and Employee desires to
accept employment on the terms and conditions hereinafter stated; and
NOW, THEREFORE, in consideration of the employment of Employee by the
Company, and the promises and mutual covenants and agreements herein contained,
the parties agree as follows:
1. Definitions
(a) The term "Pre-tax Profits" as used herein means the profits of the
Company determined in accordance with generally accepted accounting
principles consistently applied prior to:
(i) any provision being made for a Special Payment (as defined in
Section 1(c);
(ii) any recognition of an extraordinary gain or loss;
(iii) any provision for federal and state income taxes;
(iv) any provision being made for the bonus provided for in Section
3(b) hereof and any bonus provided for in Section 3(b) of the
performance based compensation agreement between the Company
and James A. Lane, Jr. dated the date hereof; and
The parties acknowledge that in determining Pre-tax Profits (i) the
cost of the payments referred to in Section 3(b) hereof shall be
expensed in the period accrued; (ii) interest on the amount of working
capital employed for expansion through acquisitions and/or for Capital
Improvements shall accrue for the account of Parent at the rate of
one-half percent (1/2%) over the prime rate charged by SunTrust Bank,
Atlanta, Georgia at the date of such employment of funds, which
interest shall accrue from the date such funds are contributed or
designated for such employment through the date on which such funds
are deemed repaid to
<PAGE>
Parent; and (iii) such profit shall be determined by the independent
certified public accountant regularly employed by the Company in
accordance with generally accepted accounting principles consistently
applied except as herein modified; and, in particular, a sale of goods
by the Company shall not be deemed to occur until the purchaser
accepts delivery thereof.
(b) The term "Parent" as used herein means RPC Energy Services, Inc., a
Delaware corporation.
(c) The term "Special Payment" as used herein means any management fee or
charge assessed by Parent against the Company other than charges
(which are no greater than would be charged by an unrelated third
party) for goods and services furnished to the Company by Parent of a
type which the Company customarily obtains or requests and which the
Company would require or would desire to obtain from a third party but
for their availability from or through Parent. Additionally, the term
"Special Payment" shall include intercompany overhead allocation or
general accounting fee.
2. Term and Duties
(a) Employee shall serve the Company as its Executive Vice President,
Chief Operating Officer and Secretary for a term of seven years
beginning November 4, 1993 and ending November 3, 2000 unless earlier
terminated as provided herein.
(b) In addition to those duties and responsibilities set forth in the
corporate bylaws of the Company, Employee shall have the duties of
leadership and responsibility normally associated with the offices of
Executive Vice President, Chief Operating Officer and Secretary and
shall be responsible for marketing, boat design, manufacturing,
delivery and maintenance. He shall use his best efforts to perform
his duties in a manner which is in the best interest of the Company.
His responsibilities shall include the negotiation and execution of
contracts on behalf of the Company in the ordinary course of business,
and the employment and supervision of personnel required for the
operation of the Company, and such other duties consistent with his
position with the Company as may from time to time be assigned to him
by the Chairman of the Board of Directors of the Company or the
President of the Parent if the Board of Directors of the Company shall
so designate.
(c) For so long as Employee is employed by the Company, Employee agrees
(i) to devote all his time, energy and skill during regular business
hours to the performance of the duties of his employment (accrued
vacations and reasonable absences due to illness excepted), and (ii)
not to engage directly or indirectly in any active work for which he
receives compensation or other emolument without the prior written
consent of the Chairman of the Board of Directors of the
-2-
<PAGE>
Company or such other person as the Board of Directors of the Company
shall designate from time to time, provided that nothing contained
herein shall be deemed to preclude Employee from owning 1% or less of
the outstanding shares of any publicly traded company or from serving
on the board of directors of any company in which Employee invests in
accordance with the terms of this Agreement.
3. Compensation
(a) Employee shall receive a base salary of $67,841 per year paid in
approximately equal weekly installments in arrears and in accordance
with the Company's normal payroll and withholding procedures.
(b) In addition to the compensation provided for in Section 3(a) hereof,
Employee shall be paid an incentive bonus equal to ten (10%) percent
of Pre-tax Profits. The Pre-tax Profits for each fiscal year (or part
thereof) during the term of this Agreement shall be estimated at the
end of each calendar month and an advance payment of the amount of the
estimated incentive bonus which has been earned during such fiscal
year (less previous advances) shall be paid to Employee following such
determination and prior to the end of the next following month. The
definitive amount of the incentive bonus shall be determined by the
firm of certified public accountants employed by the Parent in
connection with their examination of the financial statements of the
Company for each fiscal year during the term of this Agreement which
determination shall be final and binding on Employee and the Company.
Following such determination the Company shall pay Employee any
additional incentive bonus due him or Employee shall reimburse the
Company for any over-payments of the incentive bonus, as the case may
be.
4. Notices
Any notice required or permitted to be given to one party by the other
party hereto pursuant to this Agreement shall be in writing and shall be
personally delivered or sent by United States Mail, certified or registered,
return receipt requested, first class postage and charges prepaid, in envelopes
addressed to the parties as follows:
EMPLOYEE: William S. Pegg
Sandy Bluff Road
Nashville, Georgia 31639
COMPANY: Chaparral Boats, Inc.
c/o RPC Energy Services, Inc.
2170 Piedmont Road, N.E.
Atlanta, Georgia 30324
Attention: Richard A. Hubbell
-3-
<PAGE>
or at such other addresses as shall be designated in writing as aforesaid by
either party to the other party hereto. Notices delivered in person shall be
effective on the date of delivery. Notices sent by United States Mail shall be
effective upon the date of actual receipt.
5. Assignment
The assignment by Employee of this Agreement or any interest herein, or of
any money due or to become due by reason of the terms hereof, without the prior
written consent of the Company, shall be void. This Agreement may be assigned
by the Company to any subsidiary or successor; provided, that in the event of
any such assignment, the Company shall obtain an instrument in writing from such
assignee assuming the obligations of the Company hereunder and shall deliver an
executed copy thereof to Employee.
-4-
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Agreement and
have affixed their seals as of the date first above written.
COMPANY:
CHAPARRAL BOATS, INC.
By: RICHARD A. HUBBELL
-------------------------
Richard A. Hubbell
Its: Vice President
(CORPORATE SEAL)
Attest or Witness:
By: Stanley Cole
--------------------
Title: Pilot
----------------
EMPLOYEE:
William S. Pegg (SEAL)
-----------------------------------
William S. Pegg
-5-
<PAGE>
PERFORMANCE-BASED
COMPENSATION AGREEMENT
THIS AGREEMENT, entered into as of this 4th day of November, 1993,
between CHAPARRAL BOATS, INC., a Georgia corporation (hereinafter called the
"Company"), and JAMES A. LANE, JR. (hereinafter called the "Employee").
W I T N E S S E T H:
WHEREAS, the Company desires to employ Employee and Employee desires to
accept employment on the terms and conditions hereinafter stated; and
NOW, THEREFORE, in consideration of the employment of Employee by the
Company, and the promises and mutual covenants and agreements herein contained,
the parties agree as follows:
1. Definitions
(a) The term "Pre-tax Profits" as used herein means the profits of the
Company determined in accordance with generally accepted accounting
principles consistently applied prior to:
(i) any provision being made for a Special Payment (as defined in
Section 1(c);
(ii) any recognition of an extraordinary gain or loss;
(iii) any provision for federal and state income taxes;
(iv) any provision being made for the bonus provided for in Section
3(b) hereof and any bonus provided for in Section 3(b) of the
performance based compensation agreement between the Company
and William S. Pegg dated the date hereof; and
The parties acknowledge that in determining Pre-tax Profits (i) the
cost of payments referred to in Section 3(b) hereof shall be expensed
in the period accrued; (ii) interest on the amount of working capital
employed for expansion through acquisitions and/or for Capital
Improvements shall accrue for the account of Parent at the rate of
one-half percent (1/2%) over the prime rate charged by SunTrust Bank,
Atlanta, Georgia at the date of such employment of funds, which
interest shall accrue from the date such funds are contributed or
designated for such employment through the date on which such funds
are deemed repaid to
<PAGE>
Parent; and (iii) such profit shall be determined by the independent
certified public accountant regularly employed by the Company in
accordance with generally accepted accounting principles consistently
applied except as herein modified; and, in particular, a sale of goods
by the Company shall not be deemed to occur until the purchaser
accepts delivery thereof.
(b) The term "Parent" as used herein means RPC Energy Services, Inc., a
Delaware corporation.
(c) The term "Special Payment" as used herein means any management fee or
charge assessed by Parent against the Company other than charges
(which are no greater than would be charged by an unrelated third
party) for goods and services furnished to the Company by Parent of a
type which the Company customarily obtains or requests and which the
Company would require or would desire to obtain from a third party but
for their availability from or through Parent. Additionally, the term
"Special Payment" shall include intercompany overhead allocation or
general accounting fee.
2. Term and Duties
(a) Employee shall serve the Company as its President, Chief Executive
Officer, Chief Financial Officer and Treasurer for a term of seven
years beginning November 4, 1993 and ending November 3, 2000 unless
earlier terminated as provided herein.
(b) In addition to those duties and responsibilities set forth in the
corporate bylaws of the Company, Employee shall have the duties of
leadership and responsibility normally associated with the offices
President, Chief Executive Officer, Chief Financial Officer and
Treasurer of and shall be responsible for marketing, dealer relations,
accounting and administration. He shall use his best efforts to
perform his duties in a manner which is in the best interest of the
Company. His responsibilities shall include the negotiation and
execution of contracts on behalf of the Company in the ordinary course
of business, and the employment and supervision of personnel required
for the operation of the Company, and such other duties consistent
with his position with the Company as may from time to time be
assigned to him by the Chairman of the Board of Directors of the
Company or the President of the Parent if the Board of Directors of
the Company shall so designate.
(c) For so long as Employee is employed by the Company, Employee agrees
(i) to devote all his time, energy and skill during regular business
hours to the performance of the duties of his employment (accrued
vacations and reasonable absences due to illness excepted), and (ii)
not to engage directly or indirectly in any active work for which he
receives compensation or other emolument without the prior written
consent of the Chairman of the Board of Directors of the
-2-
<PAGE>
Company or such other person as the Board of Directors of the Company
shall designate from time to time, provided that nothing contained
herein shall be deemed to preclude Employee from owning 1% or less of
the outstanding shares of any publicly traded company or from serving
on the board of directors of any company in which Employee invests in
accordance with the terms of this Agreement.
3. Compensation
(a) Employee shall receive a base salary of $67,841 per year paid in
approximately equal weekly installments in arrears and in accordance
with the Company's normal payroll and withholding procedures.
(b) In addition to the compensation provided for in Section 3(a) hereof,
Employee shall be paid an incentive bonus equal to ten (10%) percent
of Pre-tax Profits. The Pre-tax Profits for each fiscal year (or part
thereof) during the term of this Agreement shall be estimated at the
end of each calendar month and an advance payment of the amount of the
estimated incentive bonus which has been earned during such fiscal
year (less previous advances) shall be paid to Employee following
such determination and prior to the end of the next following month.
The definitive amount of the incentive bonus shall be determined by
the firm of certified public accountants employed by the Parent in
connection with their examination of the financial statements of the
Company for each fiscal year during the term of this Agreement which
determination shall be final and binding on Employee and the Company.
Following such determination the Company shall pay Employee any
additional incentive bonus due him or Employee shall reimburse the
Company for any over-payments of the incentive bonus, as the case may
be.
4. Notices
Any notice required or permitted to be given to one party by the other
party hereto pursuant to this Agreement shall be in writing and shall be
personally delivered or sent by United States Mail, certified or registered,
return receipt requested, first class postage and charges prepaid, in envelopes
addressed to the parties as follows:
EMPLOYEE: James A. Lane, Jr.
Industrial Park Blvd.
Nashville, Georgia 31639
COMPANY: Chaparral Boats, Inc.
c/o RPC Energy Services, Inc.
2170 Piedmont Road, N.E.
Atlanta, Georgia 30329
Attention: Richard A. Hubbell
-3-
<PAGE>
or at such other addresses as shall be designated in writing as aforesaid by
either party to the other party hereto. Notices delivered in person shall be
effective on the date of delivery. Notices sent by United States Mail shall be
effective upon the date of actual receipt.
5. Assignment
The assignment by Employee of this Agreement or any interest herein, or of
any money due or to become due by reason of the terms hereof, without the prior
written consent of the Company, shall be void. This Agreement may be assigned
by the Company to any subsidiary or successor; provided, that in the event of
any such assignment, the Company shall obtain an instrument in writing from such
assignee assuming the obligations of the Company hereunder and shall deliver an
executed copy thereof to Employee.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement and
have affixed their seals as of the date first above written.
COMPANY:
CHAPARRAL BOATS, INC.
By: Richard A. Hubbell
----------------------------
Richard A. Hubbell
Its: Vice President
(CORPORATE SEAL)
Attest or Witness:
By: Stanley Cole
------------------------
Title: Pilot
--------------------
EMPLOYEE:
James A. Lane, Jr. (SEAL)
-----------------------------------
James A. Lane, Jr.
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RPC ENERGY SERVICES, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS OF RPC ENERGY SERVICES, INC.
FOR ANNUAL MEETING OF STOCKHOLDERS ON TUESDAY, APRIL 25, 1995, 9:00 A.M.
The undersigned hereby constitutes and appoints GARY W. ROLLINS, R. RANDALL
ROLLINS, and each of them, jointly and severally, proxies, with full power of
substitution, to vote all shares of Common Stock which the undersigned is
entitled to vote at the Annual Meeting of Stockholders to be held on April 25,
1995 at 9:00 A.M. at 2170 Piedmont Road, NE, Atlanta, Georgia, or any
adjournment thereof.
The undersigned acknowledges receipt of Notice of the aforesaid Annual Meeting
and Proxy Statement, each dated March 22, 1995, grants authority to said
proxies, or either of them, or their substitutes, to act in the absence of
others, with all the powers which the undersigned would possess if personally
present at such meeting and hereby ratifies and confirms all that said proxies
or their substitutes may lawfully do in the undersigned's name, place and stead.
The undersigned instructs said proxies, or either of them, to vote as follows:
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1. / / FOR all Class III nominees; / / FOR all three Class III nominees, / / ABSTAIN from voting for the election of
EXCEPT AS INDICATED BELOW; or Wilton Looney, Charles R. Patterson, Jr.
and Gary W. Rollins as Class III
Directors.
(INSTRUCTIONS: TO REFRAIN FROM VOTING FOR ANY INDIVIDUAL NOMINEE, WRITE THAT NOMINEE'S NAME ON THE SPACE PROVIDED BELOW.)
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2. / / FOR the approval of the / / AGAINST the approval of the / / ABSTAIN from voting for the approval of
Performance- Performance-Based Compensation the Performance-Based Compensation
Based Compensation Agreement; Agreement; or Agreement.
3. / / FOR the amendment to the / / AGAINST the amendment to the / / ABSTAIN from voting for the approval of
Certificate of Incorporation to Certificate of Incorporation to the amendment to the Certificate of
change the corporate name to RPC, change the corporate name to RPC, Incorporation to change the corporate
Inc.; Inc.; or name to RPC, Inc.
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4. ON ALL OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE MEETING OR ANY
ADJOURNMENT THEREOF.
ALL PROXIES SIGNED AND RETURNED WILL BE VOTED OR NOT VOTED IN ACCORDANCE WITH
YOUR INSTRUCTIONS, BUT THOSE WITH NO CHOICE WILL BE VOTED "FOR" THE ABOVE-NAMED
NOMINEES FOR DIRECTOR AND "FOR" EACH OF THE OTHER ABOVE PROPOSALS. THIS PROXY IS
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY.
PROXY
Please sign below, date and return
promptly.
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Signature
Dated: ______________________, 1995
(Signature should conform to name
and title stenciled hereon.
Executors, administrators,
trustees, guardians and attorneys
should add their title upon
signing.)
NO POSTAGE REQUIRED IF THIS PROXY IS RETURNED IN THE ENCLOSED ENVELOPE AND
MAILED IN THE UNITED STATES.
