10-Q/A: Quarterly report pursuant to Section 13 or 15(d)
Published on May 10, 2004
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2004.
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to ____________
Commission file number 1-4422
ROLLINS, INC.
(Exact name of registrant as specified in its charter)
Delaware 51-0068479
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2170 Piedmont Road, N.E., Atlanta, Georgia
(Address of principal executive offices)
30324
(Zip Code)
(404) 888-2000
(Registrant's telephone number, including area code)
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Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [ X ] No [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in rule 12b-2 of the Exchange Act).
Yes [ X ] No [ ]
Rollins, Inc. had 45,439,640 shares of its $1 Par Value Common Stock outstanding
as of April 15, 2004.
Explanatory Note: The purpose of this amendment is to amend Item 6 of the
registrant's Form 10-Q for the quarter ended March 31, 2004, in order to add
Exhibit 2 (i).
PART II OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
(2)(i)* Asset Purchase Agreement by and among Orkin, Inc. and
Western Industries, Inc., Western Exterminating Company,
Inc. et al. dated March 8, 2004.
(3)(i) Restated Certificate of Incorporation of Rollins, Inc. is
incorporated herein by reference to Exhibit (3) (i) as filed
with its Form 10-K for the year ended December 31, 1997.
(ii) Amended and Restated By-laws of Rollins, Inc. is
incorporated herein by reference to Exhibit (3) (ii) as
filed with its Form 10-Q for the quarter ended March 31,
2004.
(4) Form of Common Stock Certificate of Rollins, Inc. is
incorporated herein by reference to Exhibit (4) as filed
with its Form 10-K for the year ended December 31, 1998.
(31.1) Certification of Chief Executive Officer Pursuant to Item
601(b)(31) of Regulation S-K, as adopted pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.
(31.2) Certification of Chief Financial Officer Pursuant to Item
601(b)(31) of Regulation S-K, as adopted pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.
(32.1) Certification of Chief Executive Officer and Chief Financial
Officer Pursuant to 18 U.S.C. Section 1350, As Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
* Confidential treatment, pursuant to 17 CFR Secs. ss.ss. 200.80 and 240.24b-2,
has been requested regarding certain portions of the indicated Exhibit, which
portions have been filed separately with the Commission.
(b) Reports on Form 8-K.
On January 30, 2004, the Company furnished a report on Form 8-K,
which reported under Items 7 and 9 that on January 27, 2004, the
Company reported that the Board of Directors approved a 20%
increase in the Company's quarterly dividend on January 27, 2004.
The increased regular quarterly dividend of $0.06 per share will
be payable March 10, 2004 to stockholders of record at the close
of business February 10, 2004.
On February 6, 2004, the Company furnished a report on Form 8-K,
which reported under Items 7 and 9 that on February 4, 2004, the
Company reported that in the company's January 27, 2004 board of
directors meeting, Glen Rollins was named President and Chief
Operating Officer of Orkin, Inc. and former President, Gary W.
Rollins, became Orkin, Inc. chairman.
On February 17, 2004, the Company furnished a report that on Form
8-K, which reported under Items 7 and 9 reported unaudited
financial results for its fourth quarter and year ended December
31, 2003.
On February 24, 2004, the Company furnished a report that on Form
8-K, which reported under Item 12 that on February 17, 2004,
Rollins, Inc. had a conference call in which financial results
for the fourth quarter and the year ended December 31, 2003 were
discussed. A transcript of the conference call is attached to
this report as Exhibit 99.1 and is incorporated herein by
reference.
On March 10, 2004, the Company furnished a report that on Form
8-K, which reported under Items 5 and 7 that on March 8, 2004,
Rollins, Inc. sent out a press release announcing, that it had
entered into a definitive purchase agreement to acquire, through
a purchase of assets, the pest control business and certain
ancillary operations of Western Industries, Inc. and its
affiliates.
On March 19, 2004, the Company furnished a report that on Form
8-K, which reported under Items 7 and 12 that on March 16, 2004,
Rollins, Inc. a nationwide consumer services company (NYSE:ROL),
announced that it filed Form 10-K for the year ended December 31,
2003 with the Securities and Exchange Commission on March 15,
2004.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ROLLINS, INC.
(Registrant)
Date: May 10, 2004 By: /s/ Gary W. Rollins
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Gary W. Rollins
Chief Executive Officer, President
and Chief Operating Officer
(Member of the Board of Directors)
Date: May 10, 2004 By: /s/ Harry J. Cynkus
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Harry J. Cynkus
Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)