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
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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
