SC 13D/A: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities
Published on January 28, 2009
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under the
Securities Exchange Act of 1934
(Amendment
No. 6)
|
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)
|
12/30/08
|
(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
16
|
|
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
460,141***
|
|
|
8
|
Shared
Voting Power
50,475,057*
|
|
|
9
|
Sole
Dispositive Power
460,141***
|
|
|
10
|
Shared
Dispositive Power
50,475,057*
|
|
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
50,935,198*
|
|
|
12
|
Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
|
x
|
|
13
|
Percent
of Class Represented by Amount in Row (11)
50.5
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 2,492,392** 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 341 shares of 401(k) stock, 5,728
shares of IRA stock, and 102,000 shares of restricted
stock.
|
| CUSIP No. 775711 10 4 |
Page 3 of
16
|
|
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
1,468,703***
|
|
|
8
|
Shared
Voting Power
50,509,919*
|
|
|
9
|
Sole
Dispositive Power
1,468,703***
|
|
|
10
|
Shared
Dispositive Power
50,509,919*
|
|
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
51,978,622*
|
|
|
12
|
Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
|
x
|
|
13
|
Percent
of Class Represented by Amount in Row (11)
51.5
percent*
|
|
|
14
|
Type
of Reporting Person
IN
|
|
*
|
Includes
247,155** 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. Includes 2,492,392** 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
61,402 shares of 401(k) stock, 2,926 shares of common stock in the
Employee Stock Purchase Plan, and 140,000 shares of restricted
stock.
|
| CUSIP No. 775711 10 4 |
Page 4 of
16
|
|
1
|
Name
of Reporting Person S.S. or I.R.S. Identification No. of Above
Person
Glen 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
1,153,466*
|
|
|
8
|
Shared
Voting Power
46,264***
|
|
|
9
|
Sole
Dispositive Power
1,153,466*
|
|
|
10
|
Shared
Dispositive Power
46,264***
|
|
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
1,199,730*
|
|
|
12
|
Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
|
x
|
|
13
|
Percent
of Class Represented by Amount in Row (11)
1.2
percent*
|
|
|
14
|
Type
of Reporting Person
IN
|
|
*
|
Includes
224,660** shares of the Company held as Custodian/Guardian for minor
children. Includes options to purchase 219,373*** shares, which
are currently exercisable or will become exercisable within 60 days of the
date hereof. Also includes 27,545 shares of 401(k) stock, 2,359
shares of common stock in the Employee Stock Purchase Plan and 75,900
shares of restricted stock. 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
46,264 shares of the Company held by his
wife.
|
| CUSIP No. 775711 10 4 |
Page 5 of
16
|
|
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)
47.4
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 6 of
16
|
|
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)
47.4
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 7 of
16
|
|
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)
47.4
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 8 of
16
|
|
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)
47.4
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 9 of
16
|
|
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)
47.4
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 10 of
16
|
This Amendment No. 6 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 1”) on
March 5, 1996. Amendment No. 2 (“Amendment 2”) was filed on January
10, 2003. Amendment No. 3 (“Amendment 3”) was filed on May 2,
2003. Amendment No. 4 (“Amendment 4”) was filed on October 10,
2003. Amendment No. 5 (“Amendment 5”) was filed on March 16
2004. 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., 2801 Buford Highway, Suite 470, 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., 2801 Buford Highway, Suite 470, 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)
|
Glen
W. Rollins is a reporting person filing this statement.
|
|
|
(b)
|
c/o
LOR, Inc., 2801 Buford Highway, Suite 470, Atlanta, Georgia
30329.
|
||
| CUSIP No. 775711 10 4 |
Page 11 of
16
|
|
(c)
|
Vice
President 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.
|
|
4.
|
(a)
|
RFPS
Management Company I, L.P. is a reporting person filing this
statement.
|
|
|
(b)
|
c/o
LOR, Inc., 2801 Buford Highway, Suite 470, Atlanta, Georgia
30329.
|
||
|
(c)
|
A
Georgia limited partnership.
|
||
|
(d)
|
None.
|
||
|
(e)
|
None.
|
||
|
(f)
|
United
States.
|
|
5.
|
(a)
|
RFA
Management Company, LLC is a reporting person filing this
statement.
|
|
|
(b)
|
c/o
LOR, Inc., 2801 Buford Highway, Suite 470, Atlanta, Georgia
30329.
|
||
|
(c)
|
A
Georgia limited liability company.
|
||
|
(d)
|
None.
|
||
|
(e)
|
None.
|
||
|
(f)
|
United
States.
|
|
6.
|
(a)
|
RFPS
Investments I, L.P. is a reporting person filing this
statement.
|
|
|
(b)
|
c/o
LOR, Inc., 2801 Buford Highway, Suite 470, Atlanta, Georgia
30329.
|
||
|
(c)
|
A
Georgia limited partnership.
|
||
|
(d)
|
None.
|
||
|
(e)
|
None.
|
||
|
(f)
|
United
States.
|
|
7.
|
(a)
|
LOR,
Inc. is a reporting person filing this statement.
|
|
|
(b)
|
2801
Buford Highway, Suite 470, 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.
|
||
| CUSIP No. 775711 10 4 |
Page 12 of
16
|
|
(d)
|
None.
|
||
|
(e)
|
None.
|
||
|
(f)
|
United
States.
|
|
8.
|
(a)
|
LOR
Investment Company, LLC is a reporting person filing this
statement.
|
|
|
(b)
|
c/o
LOR, Inc., 2801 Buford Highway, Suite 470, Atlanta, Georgia
30329..
|
||
|
(c)
|
A
Georgia limited liability company.
|
||
|
(d)
|
None.
|
||
|
(e)
|
None.
|
||
|
(f)
|
United
States.
|
Item
3. Source
and Amount of Funds or Other Consideration
See 13D, Amendment No. 1, Amendment No.
2, Amendment No. 3, Amendment No. 4, and Amendment No. 5. On December
28, 2007 and December 30, 2008, Gary Rollins contributed 346,107 shares and
58,174 shares, respectively, to a charitable foundation, of which he and Randall
Rollins are co-trustees. During 2007 and 2008, Gary Rollins, Randall
Rollins and Glen Rollins were granted a total of 87,500 shares, 75,000 shares
and 52,500 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, and Item 3
above. The gift transactions were effected for administration and
collective management purposes. The grants of restricted stock and
options 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,
and Amendment No. 5.
|
||
|
(c)
|
See
Item 3 above. In addition, on December 30, 2008, Gary Rollins gifted a
total of 19,544 shares to his spouse or other family
members.
|
||
|
(d)
|
None.
|
||
|
(e)
|
Not
applicable.
|
|
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer
|
Glen W. Rollins has an informal
agreement to vote his shares in concert with the other reporting persons.
Otherwise, 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.
| CUSIP No. 775711 10 4 |
Page 13 of
16
|
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)
|
Power
of Attorney of Glen W. Rollins.
|
| CUSIP No. 775711 10 4 |
Page 14 of
16
|
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
GLEN
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
16
|
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
GLEN
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 16 of
16
|
EXHIBIT
B
CONFIRMING
STATEMENT
This Statement confirms that the
undersigned, Glen W. Rollins, has authorized and designated Glenn P. Grove, Jr.
to execute and file on the undersigned’s behalf all Forms 3, 4, and 5 and
Schedule 13D (including any amendments thereto) that the undersigned may be
required to file with the U.S. Securities and Exchange Commission as a result of
the undersigned’s ownership of or transactions in securities of Rollins,
Inc. The authority of Glenn P. Grove, Jr. under this Statement shall
continue until the undersigned is no longer required to file Forms 3, 4, and 5
and Schedule 13D with regard to the undersigned’s ownership of or transactions
in securities of Rollins, Inc., unless earlier revoked in
writing. The undersigned acknowledges that Glenn P. Grove, Jr. is not
assuming any of the undersigned’s responsibilities to comply with Section 16 of
the Securities Exchange Act of 1934.
|
/s/
Glen W. Rollins
|
|
|
Glen
W.
Rollins
|