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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
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 No. 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 30324
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (404) 888-2000
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
------------------- -----------------------------------------
Common Stock, $1 Par Value The New York Stock Exchange
The Pacific Stock Exchange
Securities registered pursuant to section 12(g) of the Act: None.
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 if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
The aggregate market value of Rollins, Inc. Common Stock held by
non-affiliates on February 29, 2000, was $220,694,369 based on the closing price
on the New York Stock Exchange on such date of $16 3/16 per share.
Rollins, Inc. had 29,881,458 shares of Common Stock outstanding as of
February 29, 2000.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of Rollins, Inc.'s Annual Report to Stockholders for the calendar
year ended December 31, 1999 are incorporated by reference into Part I, Item 1,
Part II, Items 5-8, and Part IV, Item 14.
Portions of the Proxy Statement for the 2000 Annual Meeting of Stockholders
of Rollins, Inc. are incorporated by reference into Part III, Items 10-13.
PART I
Item 1. Business
(a) General development of business.
There have been no significant changes in the nature of business conducted
by the Registrant since December 31, 1998. During the year, the Registrant
completed several strategic acquisitions designed to strengthen its market
position. Details of acquisitions and the creation of the joint venture which is
discussed at (c)(1)(ii) below and which are included on page 16 of the 1999
Annual Report to Stockholders are incorporated herein by reference.
(b) Financial information about industry segments.
The Registrant has only one reportable segment, its pest and termite
control business. Revenue, operating profit and identifiable assets for this
segment included on pages 12 and 13 of the 1999 Annual Report to Stockholders
are incorporated herein by reference.
(c) Narrative description of business.
(1)(i) The Registrant is a national service company with headquarters
located in Atlanta, Georgia, providing pest and termite control services to both
residential and commercial customers.
Orkin Exterminating Company, Inc. (Orkin), a wholly-owned subsidiary
founded in 1901, is one of the world's largest pest and termite control
companies. It provides customized services from over 400 locations to
approximately 1.7 million customers. Orkin serves customers in the United
States, Canada, and Mexico, providing essential pest control services and
protection against termite damage, rodents and insects to homes and businesses,
including hotels, food service establishments, dairy farms and transportation
companies.
(ii) In 1999 the Registrant and Johnson Wax Professional entered into a
joint venture, Acurid Retail Services, L.L.C., created to sell and provide pest
elimination services to customers in the retail market. This joint venture was a
further market expansion of AcuridSM, Orkin's premium brand of pest elimination
services for commercial customers, which was first introduced in 1998.
(iii) The Registrant maintains sufficient quantities of chemicals and
other supplies on hand to alleviate any potential short-term shortage in
availability from its national network of suppliers.
(iv) Other than the Orkin(R), PCO Services, Inc.(R), Acurid Retail
Services, L.L.C.(R) trademarks and the AcuridSM service mark, which are
material to the Registrant, governmental licenses, patents, trademarks and
franchises are of minor importance to the Registrant's service operations. Local
licenses and permits are required in order for the Registrant to conduct its
pest and termite control services in certain localities. In view of the
widespread operations of the Registrant's service operations, the failure of a
few local governments to license a facility would not have a material adverse
effect on the results of operations of the Registrant.
(v) The business of the Registrant is affected by the seasonal nature
of the Registrant's pest and termite control services. The metamorphosis of
termites in the spring and summer (the occurrence of which is determined by the
timing of the change in seasons) has historically resulted in an increase in the
revenue and income of the Registrant's pest and termite control operations
during such period.
(vi) The Registrant maintains a sufficient level of materials and
supplies to fulfill its servicing needs.
(vii) The Registrant and its subsidiaries do not have a material part
of their business that is dependent upon a single customer or a few customers,
the loss of which would have a material effect on the business of the
Registrant.
2
(viii) The dollar amount of service contracts and backlog orders as of
the end of the Registrant's 1999 and 1998 calendar years was approximately
$17,750,960 and $14,231,000, respectively. Backlog services and orders are
usually provided within the month following the month of receipt, except in the
area of prepaid pest control where services are usually provided within twelve
months of receipt.
(ix) The Registrant and its subsidiaries do not have a material portion
of their business that may be subject to renegotiation of profits or termination
of contracts at the election of a governmental entity.
(x) The Registrant believes that Orkin competes favorably with
competitors as one of the world's largest pest and termite control companies.
The principal methods of competition in the Registrant's pest and
termite control business are service and guarantees, including the money-back
guarantee on pest and termite control, and the termite retreatment and damage
repair guarantee to qualified homeowners.
(xi) Expenditures by the Registrant on research activities relating to
the development of new products or services are not significant. Some of the new
and improved service methods and products are researched, developed and produced
by unaffiliated universities and companies. Also, a portion of these methods and
products are produced to the specifications provided by the Registrant.
(xii) Other than the impact on the Registrant of the 1997 provision for
termite contracts which was established to address the abnormal occurrence of
termite claims, and the related cost to more frequently reapply materials, the
capital expenditures, earnings and competitive position of the Registrant and
its subsidiaries are not materially affected by compliance with federal, state
and local provisions which have been enacted or adopted regulating the discharge
of materials into the environment, or otherwise relating to the protection of
the environment.
(xiii) The number of persons employed by the Registrant and its
subsidiaries as of February 29, 2000 was approximately 9,350.
(d) Financial information about foreign and domestic operations and export
sales.
The Registrant and its subsidiaries do not have foreign operations
which are material to their business in terms of revenue, income (loss) from
continuing operations, or assets.
Item 2. Properties.
The Registrant's administrative headquarters and central warehouse,
both of which are owned by the Registrant, are located at 2170 Piedmont Road,
N.E., Atlanta, Georgia 30324. The Registrant owns or leases several hundred
branch offices and operating facilities used in its business. None of the branch
offices, individually considered, represents a materially important physical
property of the Registrant. The facilities are suitable and adequate to meet the
current and reasonably anticipated future needs of the Registrant.
Item 3. Legal Proceedings.
One of the Registrant's subsidiaries, Orkin Exterminating Company, Inc., is
a named defendant in Helen Cutler and Mary Lewin v. Orkin Exterminating
Company., Inc. et al. pending in the District Court of Houston County, Alabama.
The plaintiffs in the above mentioned case filed suit in March of 1996 and are
seeking monetary damages and injunctive relief for alleged breach of contract
arising out of alleged missed or inadequate reinspections. The attorneys for the
plaintiffs contend that the case is suitable for a class action and the court
has ruled that the plaintiffs would be permitted to pursue a class action
lawsuit against Orkin. The Company believes this case to be without merit and
intends to defend itself vigorously at trial. At this time, the final outcome of
the litigation cannot be determined. However, it is the opinion of Management
that the ultimate resolution of this action will not have a material adverse
effect on the Company's financial position, results of operations or liquidity.
3
Additionally, in the normal course of business, the Registrant is a
defendant in a number of lawsuits which allege that plaintiffs have been damaged
as a result of the rendering of services by Registrant personnel and equipment.
The Registrant is actively contesting these actions. It is the opinion of
Management that the outcome of these actions will not have a material adverse
effect on the Registrant's financial position, results of operations or
liquidity.
Item 3.A. Forward-Looking Statements.
This Annual Report contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements include statements regarding the expected impact of
the outcome of litigation arising in the ordinary course of business and the
outcome of the Helen Cutler and Mary Lewin v. Orkin Exterminating Company.,
Inc., et al. ("Cutler") litigation on the Company's financial condition, results
of operations and liquidity; the Company's potential for recurring revenue; and
the Company's projected 2000 performance. The actual results of the Company
could differ materially from those indicated by the forward-looking statements
because of various risks and uncertainties including, without limitation, the
possibility of a court ruling against the Company in litigation or in the Cutler
litigation; general economic conditions; market risk; changes in industry
practices or technologies; the degree of success of the Company's termite
process reforms and pest control selling and treatment methods; the Company's
ability to identify potential acquisitions; climate and weather trends;
competitive factors and pricing practices; the failure of the Company or its
major suppliers or customers to adequately address the Year 2000 programming
issue; potential increases in labor costs; and changes in various government
laws and regulations, including environmental regulations. All of the foregoing
risks and uncertainties are beyond the ability of the Company to control, and in
many cases the Company cannot predict the risks and uncertainties that could
cause its actual results to differ materially from those indicated by the
forward-looking statements.
Item 4. Submission of Matters to a Vote of Security Holders.
There were no matters submitted to a vote of security holders through
the solicitation of proxies or otherwise, during the fourth quarter of 1999.
Item 4.A. Executive Officers of the Registrant.
Each of the executive officers of the Registrant was elected by the
Board of Directors to serve until the Board of Directors' meeting immediately
following the next annual meeting of stockholders or until his earlier removal
by the Board of Directors or his resignation. The following table lists the
executive officers of the Registrant and their ages, offices with the
Registrant, and the dates from which they have continually served in their
present offices with the Registrant.
Date First Elected to
Name Age Office With Registrant Present Office
- ---- --- ------------------------------------------ ----------------------
R. Randall Rollins (1).................. 68 Chairman of the Board and Chief Executive 10/22/91
Officer
Gary W. Rollins (1)..................... 55 President and Chief Operating Officer 1/24/84
Harry J. Cynkus (2)..................... 50 Chief Financial Officer and Treasurer 5/28/98
Michael W.. Knottek (3)................ 55 Vice President and Secretary 5/28/98
- --------------------------
(1) R. Randall Rollins and Gary W. Rollins are brothers.
(2) Harry J. Cynkus joined the Registrant in April 1998 and, in May 1998,
was elected Chief Financial Officer and Treasurer. From 1996 to 1998,
Mr. Cynkus served as Chief Financial Officer of Mayer Electric Company,
a $300 million wholesaler of electrical supplies. From 1994 to 1996, he
served as
4
Vice President - Information Systems for Brach & Brock
Confections, the acquirer of Brock Candy Company, where Mr. Cynkus
served as Vice President - Finance and Chief Financial Officer from
1992 to 1994. From 1989 to 1992, he served as Vice President - Finance
of Initial USA, a division of an international support services
company. Mr. Cynkus is a Certified Public Accountant.
(3) Michael W. Knottek joined the Registrant in June 1997 as Vice President
and, in addition, was elected Secretary in May 1998. From 1992 to 1997,
Mr. Knottek held a variety of executive management positions with
National Linen Service, including Senior Vice President of Finance and
Administration and Chief Financial Officer. Prior to 1992, he held a
variety of senior positions with Initial USA, finally serving as
President from 1991 to 1992.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.
Information regarding dividends, stock prices and number of stockholders on
page 8 of the 1999 Annual Report to Stockholders, and the principal markets on
which the Registrant's Common Stock is traded on page 21 of the 1999 Annual
Report to Stockholders, is incorporated herein by reference.
Item 6. Selected Financial Data.
Selected Financial Data on the inside front cover of the 1999 Annual Report
to Stockholders is incorporated herein by reference.
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
Management's Discussion and Analysis included on pages 9 through 11 of the
1999 Annual Report to Stockholders is incorporated herein by reference.
Item 7.A. Quantitative and Qualitative Disclosures about Market Risk.
The information under the caption "Market Risk" included in Management's
Discussion and Analysis on page 10 of the 1999 Annual Report to Stockholders is
incorporated herein by reference.
Item 8. Financial Statements and Supplementary Data.
The consolidated financial statements of the Registrant, the Independent
Public Accountants' Report and the financial statement schedule incorporated by
reference in this report are shown on the accompanying Index to the Consolidated
Financial Statements and Schedule.
Quarterly Information is on page 8 of the 1999 Annual Report
incorporated herein by reference.
Item 9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure.
There have been no changes in or disagreements with accountants on
accounting and financial disclosure.
PART III
Item 10. Directors and Executive Officers of the Registrant.
The information under the caption "Election of Directors" included on pages
4 and 5 of the Proxy Statement for the Annual Meeting of Stockholders to be held
April 25, 2000 is incorporated herein by reference. Additional information
concerning executive officers is included in Part I, Item 4.A. of this Form
10-K.
5
Item 11. Executive Compensation.
The information under the caption "Executive Compensation" included on
pages 9 through 10 of the Proxy Statement for the Annual Meeting of Stockholders
to be held April 25, 2000 is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
The information under the captions "Capital Stock" and "Election of
Directors" included on pages 2 through 3 and pages 4 through 5, respectively, of
the Proxy Statement for the Annual Meeting of Stockholders to be held April 25,
2000 is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions.
The information under the caption "Compensation Committee Interlocks and
Insider Participation" included on page 8 of the Proxy Statement for the Annual
Meeting of Stockholders to be held April 25, 2000 is incorporated herein by
reference.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a) Consolidated Financial Statements, Financial Statement Schedule and
Exhibits.
1. Consolidated financial statements listed in the accompanying
Index to Consolidated Financial Statements and Schedule are
filed as part of this report.
2. The financial statement schedule listed in the accompanying
Index to Consolidated Financial Statements and Schedule is
filed as part of this report.
3. Exhibits listed in the accompanying Index to Exhibits are
filed as part of this report. The following such exhibits are
management contracts or compensatory plans or arrangements:
(10)(a)Rollins, Inc. 1984 Employee Incentive Stock
Option Plan is incorporated herein by reference to
Exhibit 10 as filed with its Form 10-K for the
year ended December 31, 1996.
(10)(b)Rollins, Inc. 1994 Employee Stock Incentive Plan.
(10)(c)Rollins, Inc. 1998 Employee Stock Incentive
Plan is incorporated herein by reference to
Exhibit A of the March 24, 1998 Proxy Statement
for the Annual Meeting of Stockholders held on
April 28, 1998.
(b) Reports on Form 8-K.
No reports on Form 8-K were filed or were required to be filed
during the fourth quarter of calendar year 1999.
(c) Exhibits (inclusive of item 3 above):
(2)(a) Asset Purchase Agreement by and between Orkin
Exterminating Company, Inc. and PRISM Integrated
Sanitation Management, Inc. is incorporated by
reference to Exhibit (2) as filed with its Form
10-Q filed on August 16, 1999.
(b) Stock Purchase Agreement as of September 30, 1999,
by and among Orkin Canada, Inc., Orkin Expansion,
Inc., S.C.Johnson Commercial Markets, Inc., and
S.C. Johnson Professional, Inc.
6
(c) Asset Purchase Agreement as of October 19, 1999 by
and between Orkin Exterminating Company, Inc., Redd
Pest Control Company, Inc., and Richard L. Redd.
(d) First Amendment to Asset Purchase Agreement dated
as of December 1, 1999, by and among Orkin
Exterminating Company, Inc., Redd Pest Control
Company, Inc. and Richard L. Redd.
(e) Asset Purchase Agreement, dated as of October 1,
1997, by and among Rollins, Ameritech Monitoring
Services, Inc. and Ameritech Corporation is
incorporated herein by reference to Exhibit 2.1 as
filed with its Form 8-K Current Report filed
October 16, 1997.
(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) By-laws of Rollins, Inc. are incorporated herein
by reference to Exhibit (3) (ii) as filed with its
Form 10-Q for the quarterly period ended March 31,
1999.
(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.
(10)(a)Rollins, Inc. 1984 Employee Incentive Stock
Option Plan is incorporated herein by reference to
Exhibit (10) as filed with its Form 10-K for the
year ended December 31, 1996.
(10)(b)Rollins, Inc. 1994 Employee Stock Incentive Plan.
(10)(c)Rollins, Inc. 1998 Employee Stock Incentive
Plan is incorporated herein by reference to Exhibit
A of the March 24, 1998 Proxy Statement for the
Annual Meeting of Stockholders held on April 28,
1998.
(13) Portions of the Annual Report to Stockholders
for the year ended December 31, 1999 which are
specifically incorporated herein by reference.
(21) Subsidiaries of Registrant.
(23) Consent of Independent Public Accountants.
(24) Powers of Attorney for Directors.
(27)(a)Financial Data Schedule (For Commission Use Only).
(27)(b)Restated Financial Data Schedule (For Commission
Use Only).
7
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
By: /s/ R. RANDALL ROLLINS
---------------------------
R. Randall Rollins
Chairman of the Board of Directors
(Principal Executive Officer)
Date: March 15, 2000
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
By: /s/ R. RANDALL ROLLINS By: /s/ HARRY J. CYNKUS
--------------------------- ------------------------
R. Randall Rollins Harry J. Cynkus
Chairman of the Board of Directors Chief Financial Officer
(Principal Executive Officer) and Treasurer
(Principal Financial and
Accounting Officer)
Date: March 15, 2000 Date: March 15, 2000
The Directors of Rollins, Inc. (listed below) executed a power of attorney
appointing Gary W. Rollins their attorney-in-fact, empowering him to sign this
report on their behalf.
Wilton Looney, Director
John W. Rollins, Director
Henry B. Tippie, Director
James B. Williams, Director
Bill J. Dismuke, Director
/s/ GARY W. ROLLINS
- ------------------------
Gary W. Rollins
As Attorney-in-Fact & Director
March 15, 2000
8
ROLLINS, INC. AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULE
(Item 14)
CONSOLIDATED FINANCIAL STATEMENTS OF ROLLINS, INC. AND SUBSIDIARIES:
The Registrant's 1999 Annual Report to Stockholders, portions of which are
filed with this Form 10-K, contains on pages 12 through 20 the consolidated
financial statements for the years ended December 31, 1999, 1998 and 1997 and
the report of Arthur Andersen LLP on the consolidated financial statements for
the years then ended. These consolidated financial statements and the report of
Arthur Andersen LLP are incorporated herein by reference. The consolidated
financial statements include the following:
Annual Report
(1) Consolidated Financial Statements Page(s)
-------------
Consolidated Statements of Financial Position
as of December 31, 1999 and 1998........................... 12
Consolidated Statements of Income for each of
the three years in the period ended
December 31, 1999.......................................... 13
Consolidated Statements of Earnings Retained
for each of the three years in the period
ended December 31, 1999.................................... 13
Consolidated Statements of Cash Flows for each
of the three years in the period ended
December 31, 1999.......................................... 14
Notes to Consolidated Financial Statements................... 15-19
Report of Independent Public Accountants on
Consolidated Financial Statements.......................... 20
Report of Independent Public Accountants on Financial Statement
Schedule, Page 10 of this Form 10-K.
(2) Financial Statement Schedules
Schedule II - Valuation and Qualifying Accounts, Page 11 of this Form
10-K.
Schedules not listed above have been omitted as either not applicable,
immaterial or disclosed in the Consolidated Financial Statements or notes
thereto.
9
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ON FINANCIAL STATEMENT SCHEDULE
To the Directors and the Stockholders of Rollins, Inc.:
We have audited, in accordance with generally accepted auditing standards,
the Consolidated Financial Statements included in Rollins, Inc.'s annual report
to stockholders incorporated by reference in this Form 10-K, and have issued our
report thereon dated February 16, 2000. Our audits were made for the purpose of
forming an opinion on those statements taken as a whole. The schedule listed in
Item 14 of this Form 10-K is the responsibility of the Company's management and
is presented for purposes of complying with the Securities and Exchange
Commission's rules and is not part of the basic financial statements. This
schedule has been subjected to the auditing procedures applied in the audits of
the basic financial statements and, in our opinion, fairly states in all
material respects the financial data required to be set forth therein in
relation to the basic financial statements taken as a whole.
/S/ ARTHUR ANDERSEN LLP
-----------------------
ARTHUR ANDERSEN LLP
Atlanta, Georgia
February 16, 2000
10
ROLLINS, INC. AND SUBSIDIARIES
SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS (1)
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
(In thousands of dollars)
Additions
----------------------------------
Balance at Charged to Charged to Balance at
Beginning Costs and Other End of
Description of Period Expenses Accounts(2) Deductions (3) Period
- ----------- ---------- ---------- ----------- -------------- ----------
Year ended December 31, 1999
Allowance for doubtful accounts........... $ 5,347 $ 6,551 $ 434 $ 7,403 $ 4,929
------- ------- ------- ------- -------
Year ended December 31, 1998
Allowance for doubtful accounts........... $ 9,326 $ 4,502 $ - $ 8,481 $ 5,347
------- ------- ------- ------- -------
Year ended December 31, 1997
Allowance for doubtful accounts........... $ 4,457 $14,531 $ - $ 9,662 $ 9,326
------- ------- ------- ------- -------
- -----------
NOTE: (1) The above schedule is prepared reflecting the divestitures of the
Registrant's RPS business segment and Orkin's Plantscaping and Lawn
Care divisions. 1997 has been restated.
(2) Charged to Other Accounts represents beginning balances of allowances
for doubtful accounts of acquired companies.
(3) Deductions represent the write-off of uncollectible receivables, net
of recoveries.
11
ROLLINS, INC. AND SUBSIDIARIES
INDEX TO EXHIBITS
Exhibit
Number
-------
(2)(a) Asset Purchase Agreement by and between Orkin Exterminating
Company, Inc. and PRISM Integrated Sanitation Management, Inc.
is incorporated by reference to Exhibit (2) as filed with its
Form 10-Q filed on August 16, 1999.
(b) Stock Purchase Agreement as of September 30, 1999, by and among
Orkin Canada, Inc., Orkin Expansion, Inc., S.C. Johnson
Commercial Markets, Inc., and S.C. Johnson Professional, Inc.
(c) Asset Purchase Agreement as of October 19, 1999 by and between
Orkin Exterminating Company, Inc., Redd Pest Control Company,
Inc., and Richard L. Redd.
(d) First Amendment to Asset Purchase Agreement dated as of
December 1, 1999, by and among Orkin Exterminating Company,
Inc., Redd Pest Control Company, Inc. and Richard L. Redd.
(e) Asset Purchase Agreement, dated as of October 1, 1997, by
and among Rollins, Ameritech Monitoring Services, Inc. and
Ameritech Corporation is incorporated herein by reference to
Exhibit 2.1 as filed with its Form 8-K Current Report filed
October 16, 1997.
(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) By-laws of Rollins, Inc.are incorporated herein by reference to
Exhibit 3 (ii) as filed with its Form 10-Q for the quarterly
period ended March 31, 1999.
(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.
(10)(a) Rollins, Inc. 1984 Employee Incentive Stock Option Plan is
incorporated herein by reference to Exhibit 10 as filed with
its Form 10-K for the year ended December 31, 1996.
(10)(b) Rollins, Inc. 1994 Employee Stock Incentive Plan.
(10)(c) Rollins, Inc. 1998 Employee Stock Incentive Plan is
incorporated herein by reference to Exhibit A of the March 24,
1998 Proxy Statement for the Annual Meeting of Stockholders
held on April 28, 1998.
(13) Portions of the Annual Report to Stockholders for the year
ended December 31, 1999 which are specifically incorporated
herein by reference.
(21) Subsidiaries of Registrant.
(23) Consent of Independent Public Accountants.
(24) Powers of Attorney for Directors.
(27)(a) Financial Data Schedule (For Commission Use Only).
(27)(b) Restated Financial Data Schedule (For Commission Use Only).
12