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). 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 * 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. 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 * 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