UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
ROLLINS, INC.
(Name of Issuer)
Common Stock, $1.00 Par Value
(Title of Class of Securities)
775711 10 4
(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, 11/11/93, 12/6/93, 12/9/93, 12/30/93, 12/31/93, 1/3/94,
11/10/94, 11/11/94, 11/23/94, 12/1/94, 12/30/94, 12/31/94,
1/3/95, 11/14/95, 11/15/95, 11/17/95
(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).
<PAGE>
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
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
153,208
8 Shared Voting Power
13,997,492*
9 Sole Dispositive Power
153,208
10 Shared Dispositive Power
13,997,492*
11 Aggregate Amount Beneficially Owned by Each Reporting Person
14,150,700*
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented by Amount in Row (11)
39.5 percent*
14 Type of Reporting Person
IN
SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
* Does not include 55,003** shares of the Company held by his
wife. Includes 1,080,000** shares owned by the May
Partnership, a limited partnership in which Mr. Rollins is a
limited partner. 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 343,004** shares held only as Trustee,
Guardian or Custodian for his children and grandchildren, or
as Custodian for the children of his brother, Gary W.
Rollins. Includes 1,407,200** shares of the Company held by
trusts and charitable foundations of which he is Co-Trustee
and as to which he shares voting and investment power.
Includes 748,288 shares of the Company held by the Estate of
O. Wayne Rollins of which his is Co-Executor and Co-Trustee
and as to which he shares voting and investment power.
Includes 10,419,000 shares owned by LOR, Inc., a Georgia
corporation of which Mr. Rollins is an officer, director,
and owner of 50% of the voting stock.
** Mr. Rollins disclaims any beneficial interest in these
holdings.
<PAGE>
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
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
492,705
8 Shared Voting Power
13,856,114*
9 Sole Dispositive Power
492,705
10 Shared Dispositive Power
13,856,114*
11 Aggregate Amount Beneficially Owned by Each Reporting Person
14,348,819*
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented by Amount in Row (11)
40.1 percent*
14 Type of Reporting Person
IN
SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
* Does not include 59,754** shares of the Company held by his
wife. Includes 1,080,000** shares owned by the May
Partnership, a limited partnership in which Mr. Rollins is a
limited partner. 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 235,226** shares held as Custodian
for Randall Rollins' grandchildren. Includes 1,373,600**
shares of the Company held by trusts and charitable
foundations of which he is Co-Trustee and as to which he
shares voting and investment power. Includes 748,288 shares
of the Company held by the Estate of O. Wayne Rollins of
which his is Co-Executor and Co-Trustee and as to which he
shares voting and investment power. Includes 10,419,000
shares owned by LOR, Inc., a Georgia corporation of which
Mr. Rollins is an officer, director, and owner of 50% of the
voting stock.
** Mr. Rollins disclaims any beneficial interest in these
holdings.
Item 1. SECURITY AND ISSUER
This statement relates to the Common Stock, $1.00 par value,
of Rollins, 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, the business address of
which 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. 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; 12/6/93; and
1/3/95 transfers were for the purpose of terminating
custodianships and trusts for minor 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) R. Randall Rollins owns an aggregate of
153,208 shares of Company Common Stock (or 0.4% 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 10,419,000 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 748,288 Shares; as Co-Trustee of trusts and charitable
foundations he has shared voting and dispositive power with
respect to 1,407,200 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 1,080,000
Shares; and as Trustee, Guardian or Custodian for his 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 343,004 Shares; such that, cumulatively, R.
Randall Rollins has voting and dispositive power with respect to
14,150,703 of the Shares (or 39.5% of outstanding Company Common
Stock). Gary W. Rollins owns an aggregate of 492,705 shares of
Company Common Stock (or 1.4% 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
10,419,000 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 748,288
Shares; as Co-Trustee of trusts and charitable foundations, he
has shared voting and dispositive power with respect to 1,373,600
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 1,080,000 Shares; and as
Trustee of Trusts for his minor children, he has shared voting
and dispositive power with respect to 235,226 Shares; such that,
cumulatively, Gary W. Rollins has voting and dispositive power
with respect to 14,348,819 of the Shares (or 40.1% of outstanding
Company Common Stock).
(c) Transactions subsequent to September 7, 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 subsequent to September 7,
1993, in the Company's Shares 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 Amendment to Schedule 13D concerning securities issued by
Rollins, Inc. is being filed on behalf of each of the undersigned.
R. Randall Rollins 2/8/96
- ------------------------ ------------------
R. Randall Rollins Date
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 86,415 D Shares transferred out of
trust of which RRR is
Co-Trustee to the
beneficiary of the trusts.
2. 11/11/93 420 A Gift by Mrs. O. Wayne
Rollins ("OWR") to RRR
3. 11/11/93 1,680 A Gift by GWR to RRR as
custodian for minor
children.
4. 11/11/93 840 A Gifts by Mrs. OWR to RRR as
custodian for two of GWR's
minor children
5. 11/11/93 3,780 A Gifts by Mrs. OWR to RRR as
custodian for minor
grandchildren.
6. 12/9/93 7,580 D Gifts of his direct shares
to spouse, children, and
grandchildren.
7. 12/9/93 6,822 A Portion of gifts in
transaction #6 above was to
grandchildren of which RRR
was custodian.
8. 12/30/93 225,000 D Gift of direct shares to
charitable foundation of
which RRR is Co-Trustee.
9. 12/30/93 225,000 A Gift of direct shares to
charitable foundation of
which RRR is Co-Trustee.
10. 12/31/93 45,000 A Gifts by GWR to charitable
foundations of which RRR is
Co-Trustee
11. 1/3/94 198,969 D Transfer of shares out of
Trusts for RRR's
grandchildren, for which RRR
is Custodian, to GWR as
custodian for minor
grandchildren.
12. 11/10/94 8,338 D Gifts of his direct shares
to spouse, children and
grandchildren.
13. 11/10/94 1,680 A Portion of gifts in
transaction #12, above was
to GWR's children of which
RRR was custodian.
14. 11/11/94 420 A Gift by Mrs. OWR to RRR.
15. 11/11/94 840 A Gifts by Mrs. OWR to GWR's
children of whom RRR is
custodian.
16. 11/23/94 25,000 D Distribution from estate of
OWR to Mrs. OWR.
17. 12/1/94 990 D Gift of direct shares to
spouse and to GWR as
custodian for minor
children.
18. 12/31/94 125,000 A Gifts by GWR to charitable
foundations of which RRR is
Co-Trustee.
19. 1/3/95 301,662 D Shares transferred out of
three trusts of which RRR is
Co-Trustee to the
beneficiaries of the trusts.
20. 11/14/95 440 A Gift by Mrs. OWR to RRR.
21. 11/14/95 440 A Gift by Mrs. OWR to RRR's
spouse.
22. 11/14/95 880 A Gift by Mrs. OWR to children
for whom RRR is custodian.
23. 11/14/95 440 A Gift by Mrs. OWR to trust
for which RRR is trustee.
24. 11/15/95 12,000 D Gifts by RRR to spouse and
minor children of whom GWR
is custodian
25. 11/15/95 1,000 A Portion of gift in
transaction #24 above given
to RRR's spouse.
26. 11/17/95 1,950 A Gifts by GWR to children for
whom RRR is custodian.
- --------------------
(1) A = Acquired; D = Disposed of
B. GARY W. ROLLINS ("GWR"):
DATE # SHARES A/D(2) DESCRIPTION
1. 11/11/93 5,030 D Gifts of direct shares to
spouse and children
2. 11/11/93 420 A Gift by Mrs OWR to GWR
3. 12/6/93 121,912 D Transfer from trust for
which GWR is trustee to
beneficiary of trust
4. 12/30/93 225,000 A Gift by RRR to charitable
foundation of which GWR is
Co-Trustee
5. 12/31/93 45,000 D Gift of direct shares to
charitable foundation of
which GWR is Co-Trustee
6. 12/31/93 45,000 A Gift of direct shares to
charitable foundation of
which GWR is Co-Trustee
7. 1/3/94 198,969 A Transfer from trusts for
RRR's grandchildren for
which RRR is custodian to
GWR as custodian for minor
children.
8. 11/10/94 5,040 D Gift of direct shares to
spouse and children.
9. 11/10/94 7,580 A Gifts from RRR to GWR as
custodian for RRR's
grandchildren.
10. 11/11/94 420 A Gift by Mrs. OWR to GWR.
11. 11/11/94 11,937 A Gifts by Mrs. OWR to GWR as
custodian for minor
children.
12. 11/23/94 25,000 D Distribution from estate of
OWR to Mrs. OWR.
13. 12/1/94 900 A Gift from RRR to GWR as
custodian for minor
children.
14. 12/30/94 125,000 D Gift of direct shares to
charitable foundation for
which GWR is Co-Trustee.
15. 12/30/94 125,000 A Gifts from GWR to
charitable foundations for
which GWR is Co-Trustee.
16. 11/14/95 440 A Gift by Mrs. OWR to GWR.
17. 11/14/95 440 A Gift by Mrs. OWR to GWR's
spouse.
18. 11/14/95 4,840 A Gift by Mrs. OWR to minor
children of whom GWR is
custodian.
19. 11/15/95 11,000 A Gift by RRR to
grandchildren of whom GWR
is custodian.
20. 11/17/95 6,825 D Gift of direct shares to
spouse and children.
21. 11/17/95 975 A Portion of gift in
transaction #20 above was
to GWR's spouse.
- -------------------------
(2) A = Acquired; D = Disposed of
