UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 20, 2004
ROLLINS, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-4422 51-0068479
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
2170 Piedmont Road, N.E., Atlanta, Georgia 30324
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (404) 888-2000
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01. Entry into a Material Definitive Agreement.
On December 20, 2004, Rollins Continental, Inc., a New York corporation and
a wholly owned subsidiary of Rollins, Inc., a Delaware corporation and a
nationwide consumer services company (NYSE Ticker Symbol - ROL) (the "Company"),
entered into an agreement for the sale of approximately 433.72 acres of real
estate in Sussex County, Delaware to LOR, Inc., a Georgia Corporation owned and
controlled by Gary W. Rollins, the Chief Executive Officer, President and Chief
Operating Officer of the Company, R. Randall Rollins, the Chairman of the Board
of the Company, certain of their family members and trusts set up for the
benefit of certain of their family members (Gary and Randall Rollins and such
members of their family referenced above are collectively referred to herein as
the "Rollins Family"), and RCTLOR, LLC, a Georgia limited liability company of
which LOR, Inc. is a manager and the membership interests of which are owned by
entities established for the benefit of members of the Rollins Family. The
Agreement provided for LOR, Inc. to purchase an undivided 42.15% interest in the
property and for RCTLOR, LLC to purchase an undivided 57.85% interest, each as
tenant in common, in the property for an aggregate of $10.8 million in cash. A
group consisting of LOR, Inc., Mr. Gary Rollins, Mr. Randall Rollins, Mr. Glen
Rollins, a Vice President of the Company and the son of Gary Rollins, and
certain other of their family members and affiliates beneficially owns in excess
of 50% of the Company's common stock.
Prior to the closing of the property sale, RCTLOR, LLC. assigned its
interest in the agreement to RCTDE, LLC, a Georgia limited liability company of
which RCTLOR, LLC is the sole member and manager, and LOR, Inc. assigned its
interest in the agreement to Delaware Farm, LLC, a Georgia limited liability
company of which LOR, Inc. is the sole member and manager. The transaction was
closed on December 29, 2004 and generated net proceeds to the seller of
approximately $10.6 million. The Company expects to record a gain on the
transaction of approximately $10 million. A committee composed of independent
directors was furnished with full disclosure with respect to the transaction,
including independent appraisals, and determined that the terms of the
transactions were reasonable and fair to the Company.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Rollins, Inc. has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ROLLINS, INC.
Date: January 6, 2005 By: /s/ Harry J. Cynkus
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Name: Harry J. Cynkus
Title: Chief Financial Officer and Treasurer