UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4 )
VALLEY SYSTEMS, INC.
(Name of Issuer)
Common Stock, $.01 Par Value
(Title of Class of Securities)
920135 10 0
(CUSIP Number)
Robert Finch, 2800 Atlantic Center, 1201 W. Peachtree Street, NW,
Atlanta, Georgia 30309-3450, (404) 873-8616
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
October 18, 1994 and May 29, 1997
(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 ss.ss. 240.13D - 1(e), 240.13d - 1(f) or 240.13d-1(g), check
the following box |_|.
Note: Schedules filed in paper format shall include a signed original and five
copies of the Schedule, including all exhibits. See ss. 240.13d-7(b) 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>
CUSIP No. 920135 10 0 Page 2 of 9
1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person
Rollins Investment Fund
58-1818048
2 Check the Appropriate Box if a Member of a Group (a)|X|
(b)|_|
3 SEC Use Only
4 Source of Funds
00, WC
5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(E) |_|
6 Citizenship or Place of Organization
Georgia
7 Sole Voting Power
8,003,945*
8 Shared Voting Power
0
9 Sole Dispositive Power
8,003,945*
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
8,003,945*
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares |_|
13 Percent of Class Represented by Amount in Row (11)
78.3*
14 Type of Reporting Person
PN
* Includes 2,314,000 shares which are subject to outstanding warrants
exercisable by Rollins Investment Fund at a price of $3.0875 per share.
<PAGE>
CUSIP No. 920135 10 0 Page 3 of 9
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)|X|
(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
0
8 Shared Voting Power
8,003,945*
9 Sole Dispositive Power
0
10 Shared Dispositive Power
8,003,945*
11 Aggregate Amount Beneficially Owned by Each Reporting Person
8,003,945*
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares |_|
13 Percent of Class Represented by Amount in Row (11)
78.3*
14 Type of Reporting Person
IN
* Includes 2,314,000 shares which are subject to outstanding warrants
exercisable by Rollins Investment Fund at a price of $3.0875 per share.
<PAGE>
CUSIP No. 920135 10 0 Page 4 of 9
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)|X|
(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
0
8 Shared Voting Power
8,003,945*
9 Sole Dispositive Power
0
10 Shared Dispositive Power
8,003,945*
11 Aggregate Amount Beneficially Owned by Each Reporting Person
8,003,945*
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares |_|
13 Percent of Class Represented by Amount in Row (11)
78.3*
14 Type of Reporting Person
IN
* Includes 2,314,000 shares which are subject to outstanding warrants
exercisable by Rollins Investment Fund at a price of $3.0875 per share.
<PAGE>
CUSIP No. 920135 10 0 Page 5 of 9
Item 1. Security and Issuer
Item 1. remains unchanged.
Item 2. Identity and Background
Item 2. remains unchanged.
Item 3. Source and Amount of Funds or Other Consideration
Item 3. is amended to add the following:
On October 18, 1994, RIF acquired 10,000 shares at $1.75 per share in
an open market purchase ("October 1994 Purchase") using working
capital. On May 29, 1997, RIF obtained a court order releasing 107,918
shares to RIF ("1997 Order"). Those shares were the subject of a
prejudgment attachment in a lawsuit against two former officers of the
Company. Final judgment in favor of RIF was entered in December 1996,
but the shares were not released until May 1997.
Item 4. Purpose of Transaction
Item 4(a) is amended to add the following:
The October 1994 Purchase was for investment purposes. The 1997 Order
was entered as part of a settlement of litigation.
Items 4(b)-(j) are amended to add the following:
The Reporting Persons, as majority shareholders of the Company, have
been involved in the negotiations pertaining to (1) the sale (the
"Sale") of substantially all of the assets of the Company and of its
wholly-owned subsidiary, Valley Systems of Ohio, Inc., an Ohio
corporation (the "Subsidiary") to HydroChem Industrial Services, Inc.
("HydroChem"), a Delaware corporation, (2) the approval of a Plan of
Liquidation and Dissolution (the "Plan") for the Company and the
Subsidiary, and (3) the approval of an amendment (the "Amendment") to
the Company's Certificate of Incorporation to change the Company's name
to VSI Liquidation Corp. if the Sale is consummated. The Sale, the Plan
and the Amendment are described in more detail under the captions "THE
<PAGE>
CUSIP No. 920135 10 0 Page 6 of 9
SALE", "PLAN OF LIQUIDATION AND DISSOLUTION" and "AMENDMENT TO CERTIFICATE
OF INCORPORATION OF VALLEY SYSTEMS, INC.", in the Definitive Information
Statement on Schedule 14C filed by the Company on December 15, 1998
("Information Statement"). These sections of the Information Statement are
incorporated herein by reference.
Item 5. Interest in Securities of the Issuer
Items 5(a) and (b) are deleted in their entirety and replaced by the
following:
RIF beneficially owns an aggregate 8,003,945 shares (including the
2,314,000 shares subject to outstanding warrants exercisable by RIF) of
the Company's common stock or (78.3% of outstanding common stock of the
Company), with respect to which RIF has sole voting and dispositive
power. Given his respective interest in RIF as a general partner
thereof, as co-executor of the Estate of O. Wayne Rollins ("Estate")
(with the power to control the Estate in its entirety), and as sole
trustee of five trusts of which his five children are beneficiaries, R.
Randall Rollins has shared voting and dispositive power with respect to
the entire 8,003,945 shares held by RIF (or 78.3% of outstanding common
stock of the Company). Given his respective interest in RIF as a
general partner thereof, as co-executor of the Estate (with the power
to control the Estate in its entirety), and as sole trustee of four
trusts of which his four children are beneficiaries, Gary W. Rollins
has shared voting and dispositive power with respect to the entire
8,003,945 shares held by RIF (or 78.3% of outstanding common stock of
the Company).
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
Item 6. is amended to add the following: See Item 4(b). A copy of the Asset
Purchase Agreement incorporated by reference as Exhibit (h) hereto.
Item 7. Material to be Filed as Exhibits
Item 7. is amended to add the following:
(g) Agreement of filing persons relating to filing of joint statement
per Rule 13d-1(f).
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CUSIP No. 920135 10 0 Page 7 of 9
(h) Second Amended and Restated Asset Purchase Agreement dated as of
September 8, 1998 among the Company, Valley Systems of Ohio,
Inc., and HydroChem (incorporated by reference to Appendix A to
the Company's Definitive Information Statement on Schedule 14C
filed on December 15, 1998).
<PAGE>
CUSIP No. 920135 10 0 Page 8 of 9
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.
ROLLINS INVESTMENT FUND, a
Georgia general partnership
By:/s/ R. Randall Rollins December 16, 1998
R. Randall Rollins Date
General Partner
/s/ R. Randall Rollins December 16, 1998
R. Randall Rollins Date
/s/ Gary W. Rollins December 16, 1998
Gary W. Rollins Date
<PAGE>
CUSIP No. 920135 10 0 Page 9 of 9
Exhibit 7(f)
The undersigned each hereby certifies and agrees that the above Amendment No. 4
to Schedule 13D concerning securities issued by Valley Systems, Inc. is being
filed on behalf of each of the undersigned.
ROLLINS INVESTMENT FUND, a
Georgia general partnership
By:/s/ R. Randall Rollins December 16, 1998
R. Randall Rollins Date
General Partner
/s/ R. Randall Rollins December 16, 1998
R. Randall Rollins Date
/s/ Gary W. Rollins December 16, 1998
Gary W. Rollins Date
