RPC INC — Major Shareholding Notification 2007

Nov 19, 2007

SC 13D/A 1 rpc13d111907.htm SCHEDULE 13D/A AMENDMENT NO. 8 rpc13d111907.htm Licensed to: Arnall Golden Gregory LLP Document Created using EDGARizer 4.0.1.0 Copyright 2007 EDGARfilings, Ltd., an IEC company. All rights reserved EDGARfilings.com

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 8)

| RPC,
Inc. |
| --- |
| (Name
of Issuer) |
| Common
Stock, $.10 Par Value |
| (Title
of Class of Securities) |
| 749660
10 6 |
| (CUSIP
Number) |
| Robert
F. Dow 171
17 th Street NW Suite
2100 Atlanta,
Georgia 30363-1031 (404)
873-8706 |
| (Name,
Address and Telephone Number of Person Authorized to Receive Notices
and
Communications) |
| November
16, 2007 |
| 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. 749660 10 6 Page 2 of 15

| 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 1,825,358 | |
| 8 | Shared
Voting Power 62,384,125 | |
| 9 | Sole
Dispositive Power 1,825,358 | |
| 10 | Shared
Dispositive Power 62,384,125 | |
| 11 | Aggregate
Amount Beneficially Owned by Each Reporting Person 64,209,483 | |
| 12 | Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares | x |
| 13 | Percent
of Class Represented by Amount in Row (11) 65.3
percent | |
| 14 | Type
of Reporting Person IN | |

• Does not include 101,254 shares of the Company held by his wife. Includes 57,537,985 shares of the Company held by RFPS Management Company II, L.P. of which RFA Management Company, LLC (“General Partner”), a Georgia limited liability company, is the general partner, and 4,572,900 shares held by RFT Investment Company, LLC (“RFT”). 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 and the manager of RFT. Also includes 273,240 shares of common stock in two 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; effective October 25, 2005, paid December 12, 2005; and effective November 10, 2006, paid December 11, 2006.

** Mr. Rollins disclaims any beneficial interest in these holdings.

*** Includes 7,290** shares of common stock held as Trustee, Guardian, or Custodian for his children. Also includes options to purchase 337,500 shares, which are currently exercisable or will become exercisable within 60 days of the date hereof, and 90,500 shares of restricted stock.

CUSIP No. 749660 10 6 Page 3 of 15

| 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 2,451,186 | |
| 8 | Shared
Voting Power 62,384,125 | |
| 9 | Sole
Dispositive Power 2,384,186 | |
| 10 | Shared
Dispositive Power 62,384,125 | |
| 11 | Aggregate
Amount Beneficially Owned by Each Reporting Person 64,835,311 | |
| 12 | Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares | x |
| 13 | Percent
of Class Represented by Amount in Row (11) 66.1
percent | |
| 14 | Type
of Reporting Person IN | |

• Does not include 202,513 shares of the Company held by his wife. Includes 57,537,985 shares of the Company held by RFPS Management Company II, L.P. of which RFA Management Company, LLC (“General Partner”), a Georgia limited liability company, is the general partner, and 4,572,900 shares held by RFT Investment Company, LLC (“RFT”). 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 and the manager of RFT. Includes 273,240 shares of common stock in two 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; effective October 25, 2005, paid December 12, 2005; and effective November 10, 2006, paid December 11, 2006.

** Mr. Rollins disclaims any beneficial interest in these holdings.

*** Includes 172,110 shares of Company Common Stock held as Trustee, Guardian or Custodian.

CUSIP No. 749660 10 6 Page 4 of 15

| 1 | Name
of Reporting Person S.S. or I.R.S. Identification No. of Above
Person RFPS
Management Company II,
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 57,537,985 | |
| 8 | Shared
Voting Power 0 | |
| 9 | Sole
Dispositive Power 57,537,985 | |
| 10 | Shared
Dispositive Power 0 | |
| 11 | Aggregate
Amount Beneficially Owned by Each Reporting Person 57,537,985* | |
| 12 | Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares | o |
| 13 | Percent
of Class Represented by Amount in Row (11) 58.7
percent | |
| 14 | Type
of Reporting Person PN | |

• Adjusted to reflect the three-for-two stock splits: effective February 10, 2005, paid March 10, 2005; effective October 25, 2005, paid December 12, 2005; and effective November 10, 2006, paid December 11, 2006.

CUSIP No. 749660 10 6 Page 5 of 15

| 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 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 57,537,985 | |
| 9 | Sole
Dispositive Power 0 | |
| 10 | Shared
Dispositive Power 57,537,985 | |
| 11 | Aggregate
Amount Beneficially Owned by Each Reporting Person 57,537,985* | |
| 12 | Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares | o |
| 13 | Percent
of Class Represented by Amount in Row (11) 58.7
percent | |
| 14 | Type
of Reporting Person OO | |

• Includes 57,537,985 shares owned by RFPS Management Company II, 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 three-for-two stock split(s): effective February 10, 2005, paid March 10, 2005; effective October 25, 2005, paid December 12, 2005; and effective November 10, 2006, paid December 11, 2006.

CUSIP No. 749660 10 6 Page 6 of 15

| 1 | Name
of Reporting Person S.S. or I.R.S. Identification No. of Above
Person RFPS
Investments II,
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 57,537,985 | |
| 9 | Sole
Dispositive Power 0 | |
| 10 | Shared
Dispositive Power 57,537,985 | |
| 11 | Aggregate
Amount Beneficially Owned by Each Reporting Person 57,537,985* | |
| 12 | Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares | o |
| 13 | Percent
of Class Represented by Amount in Row (11) 58.7
percent | |
| 14 | Type
of Reporting Person PN | |

• Includes 57,537,985 shares owned by RFPS Management Company II, 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, October 25, 2005, paid December 12, 2005; and effective November 10, 2006, paid December 11, 2006.

CUSIP No. 749660 10 6 Page 7 of 15

| 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 WC,
00, AF | |
| 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 62,110,885 | |
| 9 | Sole
Dispositive Power 0 | |
| 10 | Shared
Dispositive Power 62,110,885 | |
| 11 | Aggregate
Amount Beneficially Owned by Each Reporting Person 62,110,885* | |
| 12 | Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares | o |
| 13 | Percent
of Class Represented by Amount in Row (11) 63.4
percent | |
| 14 | Type
of Reporting Person CO | |

• Includes 57,537,985 shares owned by RFPS Management Company II, L.P. (the “Partnership”), and 4,572,900 shares held by RFT Investment Company LLC (“RFT”). 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; effective October 25, 2005, paid December 12, 2005; and effective November 10, 2006, paid December 11, 2006.

CUSIP No. 749660 10 6 Page 8 of 15

| 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 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 57,537,985 | |
| 9 | Sole
Dispositive Power 0 | |
| 10 | Shared
Dispositive Power 57,537,985 | |
| 11 | Aggregate
Amount Beneficially Owned by Each Reporting Person 57,537,985* | |
| 12 | Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares | o |
| 13 | Percent
of Class Represented by Amount in Row (11) 58.7
percent | |
| 14 | Type
of Reporting Person OO | |

• Includes 57,537,985 shares owned by RFPS Management Company II, 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, effective October 25, 2005, paid December 12, 2005; and effective November 10, 2006, paid December 11, 2006.

CUSIP No. 749660 10 6 Page 9 of 15

| 1 | Name
of Reporting Person S.S. or I.R.S. Identification No. of Above
Person RFT
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,
AF | |
| 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 4,572,900 | |
| 8 | Shared
Voting Power 0 | |
| 9 | Sole
Dispositive Power 4,572,900 | |
| 10 | Shared
Dispositive Power 0 | |
| 11 | Aggregate
Amount Beneficially Owned by Each Reporting Person 4,572,900 | |
| 12 | Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares | o |
| 13 | Percent
of Class Represented by Amount in Row (11) 4.7
percent | |
| 14 | Type
of Reporting Person OO | |

CUSIP No. 749660 10 6 Page 10 of 15

Item 1. Security and Issuer

This Amendment No. 8 to Schedule 13D relates to the Common Stock, $.10 par value, of RPC, Inc., a Delaware corporation (the “Company”). The original Schedule 13D was filed on November 8, 1993 and was amended by Amendment No. 1 filed on March 5, 1996, Amendment No. 2 filed on January 10, 2003, Amendment No. 3 filed on May 1, 2003, Amendment No. 4 filed on October 14, 2003, Amendment No. 5 filed on December 13, 2006, Amendment No. 6 filed on August 3, 2007 and Amendment No. 7 filed on August 29, 2007 (as amended, the “13D”). 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 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 Marine Products, Inc., engaged in the business of boat manufacturing. Chairman of the Board and Chief Executive Officer of Rollins, Inc., engaged in the provision of pest-control services, the business address of which is 2170 Piedmont Road, N.E., Atlanta, Georgia 30324.

(d) None.

(e) None.

(f) United States.

1. (a) Gary W. Rollins is a person filing this statement.

(b) 2170 Piedmont Road, N.E., Atlanta, Georgia 30324.

(c) President and Chief Executive Officer of Rollins, Inc., engaged in the provision of pest-control services, the business address of which is 2170 Piedmont Road, N.E., Atlanta, Georgia 30324.

(d) None.

(e) None.

(f) United States.

CUSIP No. 749660 10 6 Page 11 of 15

1. (a) RFPS Management Company II, L.P. is a reporting person filing this statement.

(b) c/o RFA Management Company, LLC, 2801 Buford Highway N.E., #470, Atlanta, Georgia 30329.

(c) A Georgia limited partnership.

(d) None.

(e) None.

1. (a) RFA Management Company, LLC is a reporting person filing this statement.

(b) RFA Management Company, LLC, 2801 Buford Highway N.E., #470, Atlanta, Georgia 30329.

(c) A Georgia limited liability company.

(d) None.

(e) None.

1. (a) RFPS Investments II, L.P. is a reporting person filing this statement.

(b) c/o RFA Management Company, LLC, 2801 Buford Highway N.E., #470, Atlanta, Georgia 30329.

(c) A Georgia limited partnership.

(d) None.

(e) None.

1. (a) LOR, Inc. is a reporting person filing this statement.

(b) c/o RFA Management Company, 2801 Buford Highway N.E., #470, Atlanta, Georgia 30329.

(c) A Georgia corporation.

(d) None.

(e) None.

1. (a) LOR Investment Company, LLC is a reporting person filing this statement.

(b) c/o RFA Management Company, 2801 Buford Highway N.E., #470, Atlanta, Georgia 30329

(c) A Georgia limited liability company.

(d) None.

(e) None.

CUSIP No. 749660 10 6 Page 12 of 15

1. (a) RFT Investment Company LLC is a reporting person filing this statement.

(b) c/o RFA Management Company, 2801 Buford Highway N.E., #470, Atlanta, Georgia 30329.

(c) A Georgia limited liability company.

(d) None.

(e) None.

Item 3. Source and Amount of Funds or Other Consideration

See 13D. RFT has purchased the following shares in open market purchases:

Date	Shares	Price
9/10/07	47,900	$13.077
9/11/07	800	$13.2075
10/26/07	88,800	$11.1022
10/29/07	41,600	$11.1421
10/30/07	117,800	$11.0769
10/31/07	48,700	$11.1382
11/1/07	91,700	$10.9823
11/2/07	117,800	$10.952
11/5/07	82,700	$10.9831
11/6/07	114,200	$10.9685
11/7/07	50,000	$10.99
11/15/07	111,600	$10.9189
11/16/07	92,500	$10.9691
11/19/07	163,000	$10.8666

RFT used working capital as well as funds advanced from other reporting persons in this 13D. All transactions were effected in Atlanta, Georgia.

Item 4. Purpose of Transaction

See 13D and Item 3 above. The shares were acquired for investment purposes. The reporting persons currently intend to hold the shares for investment. The open market transactions complied with Rule 10b-18 of the Securities and Exchange Commission.

(a) The reporting persons may make additional open market purchases from time to time. These purchases may be made through entities controlled by the Reporting Persons, including the other Reporting Persons in this 13D.

(b) - (j) None.

CUSIP No. 749660 10 6 Page 13 of 15

Item 5. Interest in Securities of the Issuer

(a)-(b) See 13D, and the cover pages to this Amendment.

(c) See Item 3.

(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).

CUSIP No. 749660 10 6 Page 14 of 15

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 II, L.P.

RFT INVESTMENT COMPANY LLC

RFA MANAGEMENT COMPANY, LLC

RFPS INVESTMENTS II, L.P.

LOR INVESTMENT COMPANY, LLC

By: LOR, Inc., Manager

By: /s/Glenn P. Grove, Jr.

Glenn P. Grove, Jr., its: Assistant Secretary

LOR, INC.

By: /s/Glenn P. Grove, Jr.

Glenn P. Grove, Jr., its: Assistant Secretary

R. RANDALL ROLLINS

GARY W. ROLLINS

By: /s/Glenn P. Grove, Jr.

Glenn P. Grove, Jr., attorney-in fact

CUSIP No. 749660 10 6 Page 15 of 15

EXHIBIT A

The undersigned each hereby certifies and agrees that the above Amendment to Schedule 13D concerning securities issued by RPC, Inc. is being filed on behalf of each of the undersigned.

RFPS MANAGEMENT COMPANY II, L.P.

RFT INVESTMENT COMPANY LLC

RFA MANAGEMENT COMPANY, LLC

RFPS INVESTMENTS II, L.P.

LOR INVESTMENT COMPANY, LLC

By: LOR, Inc., Manager

By: /s/Glenn P. Grove, Jr.

Glenn P. Grove, Jr., its: Assistant Secretary

LOR, INC.

By: /s/Glenn P. Grove, Jr.

Glenn P. Grove, Jr., its: Assistant Secretary

R. RANDALL ROLLINS

GARY W. ROLLINS

By: /s/Glenn P. Grove, Jr.

Glenn P. Grove, Jr., attorney-in fact