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): April 30, 2004
1-4422
(Commission File Number.)
------------------------------------------
ROLLINS, INC.
(Exact name of registrant as specified in its charter)
Delaware 51-0068479
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
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)
------------------------------------------
ITEM 2. Acquisition or Disposition of Assets.
On April 30, 2004, Rollins, Inc. (the "Purchaser") acquired substantially
all of the assets and assumed certain liabilities of Western Pest Services (the
"Seller"). Neither Seller nor its principals had any prior relationship with
Rollins or its affiliates. The Seller was engaged in the provision of pest
control services and the Company intends to continue this business. The
acquisition was made pursuant to an Asset Purchase Agreement (the "Western
Agreement") dated March 8, 2004, between Rollins, Inc. and Western Industries,
Inc. and affiliates. The consideration for the assets and certain noncompetition
agreements (the "Purchase Price") was approximately $110.0 million. The Purchase
Price was funded with cash on hand, the sale of property located in Okeechobee
County, Florida and a $15.0 million dollar senior unsecured revolving credit
facility with Wachovia Bank NA.
Pursuant to the Western Agreement, the Purchaser acquired substantially all
of the Seller's property and assets, including accounts receivable, real
property leases, seller contracts, governmental authorizations, data and
records, intangible rights and property, insurance benefits. As described in the
Western Agreement, the Purchaser assumed only specified liabilities of the
Seller, including current balance sheet liabilities of the seller and
obligations under disclosed assigned contracts.
The Purchaser has engaged an independent valuation firm to determine the
allocation of the purchase price to Goodwill and Intangibles. At this time, the
Purchaser anticipates the Intangible value to total a range between $50.0 and
$60.0 million.
On April 30, 2004, in a transaction ancillary to the Western Pest Services
acquisition, the Purchaser acquired Residex Corporation ("Residex"), a company
that distributes chemicals and other products to pest management professionals,
pursuant to an Asset Purchase Agreement (the "Residex Agreement") dated March 8,
2004, between Rollins, Inc. and Western Industries, Inc., JBD Incorporated and
Residex Corporation. Subsequently on April 30, 2004, the Purchaser sold Residex
to an industry distribution group. The amounts involved were not material and no
gain or loss was recognized on the transaction.
ITEM 7. Financial Statements and Exhibits.
( a ) No Financial Statements are filed herewith. The Registrant
is required to file financial statements by amendment hereto
not later than 60 days after the date that this Current
Report on Form 8-K must be filed.
( b ) No Pro Forma Financial Information is filed herewith. The
Registrant is required to file pro forma financial
information by amendment hereto not later than 60 days after
the date that this Current Report on Form 8-K must be filed.
( c ) 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 incorporated herein by
reference to Exhibit (2) (i) as filed with its Form 10-Q for
the quarter ended March 31, 2004, as amended.
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 hereunto duly authorized.
ROLLINS, INC.
Date: May 17, 2004 By: /s/ Gary W. Rollins
----------------------------------------
Gary W. Rollins
Chief Executive Officer, President
and Chief Operating Officer
Date: May 17, 2004 By: /s/ Harry J. Cynkus
----------------------------------------
Harry J. Cynkus
Chief Financial Officer and Treasurer