rollins13dam81110.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D


Under the Securities Exchange Act of 1934
(Amendment No. 8)

Rollins, Inc.
(Name of Issuer)


Common Stock, $1.00 Par Value
(Title of Class of Securities)


775711 10 4
(CUSIP Number)

Robert F. Dow
171 17th Street NW
Suite 2100
Atlanta, Georgia 30363-1031
(404) 873-8706
 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

9/7/10
 (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).

 
 
 
                                                                              
 
 CUSIP No. 775711 10 4
 Page 2 of 13
 

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
452,723***
  
8
Shared Voting Power
50,689,005*
  
9
Sole Dispositive Power
452,723***
  
10
Shared Dispositive Power
50,689,005*
  
11
Aggregate Amount Beneficially Owned by Each Reporting Person
51,141,728*
  
12
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
 
x
13
Percent of Class Represented by Amount in Row (11)
52.1 percent*
  
14
Type of Reporting Person
IN
  

*
Includes 212,293** shares of the Company held by his wife.  Includes 47,770,372** shares of the Company held by RFPS Management Company I, L.P. of which RFA Management Company, LLC (“General Partner”), a Georgia limited liability company, is the general partner.  The voting interests of the General Partner are held by two revocable trusts, one of which each of Gary or Randall Rollins is the grantor and sole trustee.  LOR, Inc. is the manager of the General Partner.  Also includes 2,706,340** shares of the Company held in three trusts of which he is a Co-Trustee and as to which he shares voting and investment power.  Adjusted to reflect the following three-for-two stock splits:  effective February 10, 2005, paid March 10, 2005; and effective November 12, 2007, paid December 10, 2007.
 
**
Mr. Rollins disclaims any beneficial interest in these holdings.
 
***
Includes 49,540** shares of the Company held as Trustee, Guardian, or Custodian for his children.  Also, includes 1,517 shares of 401(k) stock, 5,728 shares of IRA stock, and 153,000 shares of restricted stock.

 
 
 
                                                                              
 
 CUSIP No. 775711 10 4
 Page 3 of 13
 

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
1,441,116***
  
8
Shared Voting Power
50,476,712*
  
9
Sole Dispositive Power
1,441,116***
  
10
Shared Dispositive Power
50,476,712*
  
11
Aggregate Amount Beneficially Owned by Each Reporting Person
51,917,828*
  
12
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
 
x
13
Percent of Class Represented by Amount in Row (11)
52.9 percent*
  
14
Type of Reporting Person
IN
  

*
Includes 47,770,372** shares of the Company held by RFPS Management Company I, L.P. of which RFA Management Company, LLC (“General Partner”), a Georgia limited liability company, is the general partner.  The voting interests of the General Partner are held by two revocable trusts, one of which each of Gary or Randall Rollins is the grantor and sole trustee.  LOR, Inc. is the manager of the General Partner.  Includes 2,706,340** shares of the Company in three trusts of which he is Co-Trustee and as to which he shares voting and investment power.  Adjusted to reflect the following three-for-two stock splits:  effective February 10, 2005, paid March 10, 2005; and effective November 12, 2007, paid December 10, 2007.
 
**
Mr. Rollins disclaims any beneficial interest in these holdings.
 
***
Includes 66,501 shares of 401(k) stock, 6,677 shares of common stock in the Employee Stock Purchase Plan, and 177,500 shares of restricted stock.

 
 
 
                                                                              
 
 CUSIP No. 775711 10 4
 Page 4 of 13
 

1
Name of Reporting Person  S.S. or I.R.S. Identification No. of Above Person
RFPS Management Company I, L.P.
  
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
47,770,372*
  
8
Shared Voting Power
0
  
9
Sole Dispositive Power
47,770,372*
  
10
Shared Dispositive Power
0
  
11
Aggregate Amount Beneficially Owned by Each Reporting Person
47,770,372*
  
12
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
 
o
13
Percent of Class Represented by Amount in Row (11)
48.7 percent
  
14
Type of Reporting Person
PN
  

*
Adjusted to reflect the following three-for-two stock splits:  effective February 10, 2005, paid March 10, 2005; and effective November 12, 2007, paid December 10, 2007.

 
 
 
                                                                              
 
 CUSIP No. 775711 10 4
 Page 5 of 13
 

1
Name of Reporting Person  S.S. or I.R.S. Identification No. of Above Person
RFA Management Company, LLC
  
2
Check the Appropriate Box if a Member of a Group
 
(a)x
(b)¨
3
SEC Use Only
 
  
4
Source of Funds
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
United States
  
7
 Sole Voting Power
0
  
8
Shared Voting Power
47,770,372*
  
9
Sole Dispositive Power
0
  
10
Shared Dispositive Power
47,770,372*
  
11
Aggregate Amount Beneficially Owned by Each Reporting Person
47,770,372*
  
12
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
 
o
13
Percent of Class Represented by Amount in Row (11)
48.7 percent*
  
14
Type of Reporting Person
CO
  

*
Includes 47,770,372 shares owned by RFPS Management Company I, L.P. (the “Partnership”).  The reporting person is the general partner of the Partnership.  The reporting person disclaims beneficial ownership of these shares except to the extent of the reporting person’s pecuniary interest.  Adjusted to reflect the following three-for-two stock splits:  effective February 10, 2005, paid March 10, 2005; and effective November 12, 2007, paid December 10, 2007.

 
 
 
                                                                              
 
 CUSIP No. 775711 10 4
 Page 6 of 13
 

1
Name of Reporting Person  S.S. or I.R.S. Identification No. of Above Person
RFPS Investments I, L.P.
  
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
47,770,372*
  
9
Sole Dispositive Power
0
  
10
Shared Dispositive Power
47,770,372*
  
11
Aggregate Amount Beneficially Owned by Each Reporting Person
47,770,372*
  
12
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
 
o
13
Percent of Class Represented by Amount in Row (11)
48.7 percent*
  
14
Type of Reporting Person
PN
  

*
Includes 47,770,372 shares owned by RFPS Management Company I, L.P. (the “Partnership”).  The reporting person is a limited partner of the Partnership.  The reporting person disclaims beneficial ownership of these shares except to the extent of the reporting person’s pecuniary interest.  Adjusted to reflect the following three-for-two stock splits:  effective February 10, 2005, paid March 10, 2005; and effective November 12, 2007, paid December 10, 2007.
 


 
 
 
                                                                              
 
 CUSIP No. 775711 10 4
 Page 7 of 13
 

1
Name of Reporting Person  S.S. or I.R.S. Identification No. of Above Person
LOR, Inc.
  
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
47,770,372*
  
9
Sole Dispositive Power
0
  
10
Shared Dispositive Power
47,770,372*
  
11
Aggregate Amount Beneficially Owned by Each Reporting Person
47,770,372*
  
12
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
 
o
13
Percent of Class Represented by Amount in Row (11)
48.7 percent*
  
14
Type of Reporting Person
CO
  

*
Includes 47,770,372 shares owned by RFPS Management Company I, L.P. (the “Partnership”).  The reporting person is the manager of the General Partner of the Partnership.  The reporting person disclaims beneficial ownership of these shares except to the extent of the reporting person’s pecuniary interest.  Adjusted to reflect the following three-for-two stock splits:  effective February 10, 2005, paid March 10, 2005; and effective November 12, 2007, paid December 10, 2007.

 
 
 
                                                                              
 
 CUSIP No. 775711 10 4
 Page 8 of 13
 

1
Name of Reporting Person  S.S. or I.R.S. Identification No. of Above Person
LOR Investment Company, LLC
  
2
Check the Appropriate Box if a Member of a Group
 
(a)x
(b)¨
3
SEC Use Only
 
  
4
Source of Funds
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
United States
  
7
 Sole Voting Power
0
  
8
Shared Voting Power
47,770,372*
  
9
Sole Dispositive Power
0
  
10
Shared Dispositive Power
47,770,372*
  
11
Aggregate Amount Beneficially Owned by Each Reporting Person
47,770,372*
  
12
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
 
o
13
Percent of Class Represented by Amount in Row (11)
48.7 percent*
  
14
Type of Reporting Person
CO
  

*
Includes 47,770,372 shares owned by RFPS Management Company I, L.P. (the “Partnership”).  The reporting person is the general partner of the limited partner of the Partnership.  The reporting person disclaims beneficial ownership of these shares except to the extent of the reporting person’s pecuniary interest.  Adjusted to reflect the following three-for-two stock splits:  effective February 10, 2005, paid March 10, 2005; and effective November 12, 2007, paid December 10, 2007.



 
 
 
                                                                              
 
 CUSIP No. 775711 10 4
 Page 9 of 13
 
 
Item 1.     Security and Issuer

This Amendment No. 8 to Schedule 13D relates to the Common Stock, $1.00 par value, of Rollins, Inc., a Delaware corporation (the “Company”).  The original Schedule 13D (“13D”) was filed on November 8, 1993 and was amended by Amendment No. 1 (“Amendment No. 1”) on March 5, 1996.  Amendment No. 2 (“Amendment No. 2”) was filed on January 10, 2003.  Amendment No. 3 (“Amendment No. 3”) was filed on May 2, 2003.  Amendment No. 4 (“Amendment No. 4”) was filed on October 10, 2003.  Amendment No. 5 (“Amendment No. 5”) was filed on March 16 2004.  Amendment No. 6 (“Amendment No. 6”) was filed on January 28, 2009.  Amendment No. 7 (“Amendment No. 7”) was filed on January 12, 2010.  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)
c/o LOR, Inc., 1908 Cliff Valley Way, Atlanta, Georgia 30329.
       
   
(c)
Chairman of the Board of RPC, Inc., engaged in the business of oil and gas field services, the business address of which is 2170 Piedmont Road, N.E., Atlanta, Georgia 30324.  Chairman of the Board of Rollins, Inc., engaged in the provision of pest-control and other consumer services, the business address of which is 2170 Piedmont Road, N.E., Atlanta, Georgia 30324.  Chairman of the Board of Marine Products Company, Inc., engaged in the business of boat manufacturing, 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)
c/o LOR, Inc., 1908 Cliff Valley Way, Atlanta, Georgia 30329.
       
   
(c)
President, Chief Executive Officer and Chief Operating Officer of Rollins, Inc., engaged in the provision of pest-control 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.


 
3.
(a)
RFPS Management Company I, L.P. is a reporting person filing this statement.
       
   
(b)
c/o LOR, Inc., 1908 Cliff Valley Way, Atlanta, Georgia 30329.
       
   
(c)
A Georgia limited partnership.
       
   
 
 
       
   
 
 
       
   
 
 

 
 
 
                                                                              
 
 CUSIP No. 775711 10 4
 Page 10 of 13
 
 

   
(d)
None.
       
   
(e)
None.
       
   
(f)
United States.


 
4.
(a)
RFA Management Company, LLC is a reporting person filing this statement.
       
   
(b)
c/o LOR, Inc., 1908 Cliff Valley Way, Atlanta, Georgia 30329.
       
   
(c)
A Georgia limited liability company.
       
   
(d)
None.
       
   
(e)
None.
       
   
(f)
United States.


 
5.
(a)
RFPS Investments I, L.P. is a reporting person filing this statement.
       
   
(b)
c/o LOR, Inc., 1908 Cliff Valley Way, Atlanta, Georgia 30329.
       
   
(c)
A Georgia limited partnership.
       
   
(d)
None.
       
   
(e)
None.
       
   
(f)
United States.


 
6.
(a)
LOR, Inc. is a reporting person filing this statement.
       
   
(b)
1908 Cliff Valley Way, Atlanta, Georgia 30329.
       
   
(c)
A Georgia corporation owned and controlled by R. Randall Rollins, Gary W. Rollins, Rollins Family Members and Trusts benefiting Rollins Family Members.
 
   
(d)
None.
       
   
(e)
None.
       
   
(f)
United States.
 

 
7.
(a)
LOR Investment Company, LLC is a reporting person filing this statement.
       
   
(b)
c/o LOR, Inc., 1908 Cliff Valley Way, Atlanta, Georgia 30329..
       
   
(c)
A Georgia limited liability company.
       
   
(d)
None.
       
   
(e)
None.
       
   
(f)
United States.



 
 
 
                                                                              
 
 CUSIP No. 775711 10 4
 Page 12 of 13
 
 
Item 3.     Source and Amount of Funds or Other Consideration
 
See 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, and Amendment No. 7.   On September 7, 2010, Glen Rollins ceased to be a member of the group filing this 13D.  As of August 2010, Gary Rollins no longer reports shared voting and dispositive control with respect to shares held by his spouse. During January 2010, Gary Rollins and Randall Rollins were granted a total of 50,000 shares and 45,000 shares, respectively, of restricted stock.
 
Item 4.     Purpose of Transaction

See 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, and Item 3 above.  The grants of restricted stock were part of the reporting persons’ compensation as officers of the Company.  The reporting persons currently intend to hold the shares for investment.

   
(a) - (j)
None.

Item 5.     Interest in Securities of the Issuer

   
(a)-(b)
See 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, and Amendment No. 7.
       
   
(c)
See Item 3 above.
       
   
(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).
       
   
 
 



 
 
 
                                                                              
 
 CUSIP No. 775711 10 4
 Page 13 of 13
 
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.

RFPS MANAGEMENT COMPANY I, L.P.

RFA MANAGEMENT COMPANY, LLC

By:  LOR, Inc., Manager


/s/ Glenn P. Grove, Jr.
  
By: Glenn P. Grove, Jr.
Its:  Assistant Secretary


R. RANDALL ROLLINS


GARY W. ROLLINS

 
RFPS INVESTMENTS I, L.P.


LOR, INC.


LOR INVESTMENT COMPANY, LLC


By: Glenn P. Grove, Jr. as attorney-in fact



/s/ Glenn P. Grove, Jr.
  
     Glenn P. Grove, Jr.


 

 
 
 
                                                                              
 
 CUSIP No. 775711 10 4
 Page 15 of 15
 
 
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.

RFPS MANAGEMENT COMPANY I, L.P.

RFA MANAGEMENT COMPANY, LLC

By:  LOR, Inc., Manager


/s/ Glenn P. Grove, Jr.
  
By: Glenn P. Grove, Jr.
Its:  Assistant Secretary


R. RANDALL ROLLINS


GARY W. ROLLINS

 
RFPS INVESTMENTS I, L.P.


LOR, INC.


LOR INVESTMENT COMPANY, LLC


By: Glenn P. Grove, Jr. as attorney-in fact


/s/ Glenn P. Grove, Jr.
  
     Glenn P. Grove, Jr.