UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-K/A
Amendment No. 1
[X] Annual report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For The Fiscal Year Ended December 31, 2001
Commission File No. 1-8726
RPC, INC.
Delaware 58-1550825
(State of Incorporation) (I.R.S. Employer Identification No.
2170 Piedmont Road, N.E.
Atlanta, Georgia 30324
(404) 321-2140
Securities registered pursuant to Section
12(b) of the Act:
Title of each class Name of each exchange on which registered
Common Stock, $0.10 Par Value The New York Stock Exchange
(28,704,075 shares outstanding as
of February 26, 2002)
The aggregate market value of shares of common stock held by non-affiliates at
February 28, 2001 was $160,732,188.
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. [X] Yes [ ] 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]
Documents Incorporated by Reference
Portions of the Proxy Statement for the 2002 Annual Meeting of Stockholders of
RPC, Inc. are incorporated by reference into Part III, Items 10 through 13 of
this report.
Explanatory Note: The undersigned registrant hereby amends its Form 10-K for the
year ended December 31, 2001. This Amendment No. 1 on Form 10-K/A is being filed
to include, as Exhibit 99.1, a letter to the Commission that the registrant has
received the required representations from its independent auditors, Arthur
Andersen LLP, as required under Temporary Final Rule and Final Rule:
Requirements for Arthur Andersen LLP Auditing Clients, Temporary Note 3T,
effective March 18, 2002.
The registrant hereby amends Item 14 of the Form 10-K as follows:
Item 14. Exhibits, Financial Statement schedules, and reports on Form 8-K
The following documents are filed as part of this report.
PAGE
FINANCIAL STATEMENTS
Consolidated Balance Sheets as of December 31, 2001 and 2000 20
Consolidated Statements of Income for the three years ended December 31, 2001 21
Consolidated Statements of Stockholders' Equity for the three years ended December 31, 2001 22
Consolidated Statements of Cash Flows for the three years ended December 31, 2001 23
Notes to Consolidated Financial Statements 24
SCHEDULES
Schedule II-Valuation and Qualifying Accounts 42
Exhibits
Exhibit
Number Description
- -------- -----------------------------------------------------------------
3.1 Restated certificate of incorporation of RPC, Inc. (incorporated
herein by reference to exhibit 3.1 to the Annual Report on Form
10-K for the fiscal year ended December 31, 1999).
3.2 Bylaws of RPC (incorporated herein by reference to Exhibit 3(b)
to the Annual Report on Form 10-K for the fiscal year ended
December 31, 1993).
4 Form of Common Stock (incorporated herein by reference to the
Annual Report on Form 10-K for the fiscal year ended December 31,
1998).
10.1 RPC's 1994 Employees Stock Incentive Plan (incorporated herein by
reference to Exhibit A of the definitive Proxy Statement dated
March 20, 1994).
10.2 Agreement Regarding Distribution and Plan of Reorganization,
dated February 12 2001, by and between RPC, Inc. and Marine
Products Corporation (incorporated herein by reference to Exhibit
10.2 to the Form 10 filed on February 13, 2001).
10.3 Employee Benefits Agreement dated February 12, 2001, by and
between RPC, Inc., Chaparral Boats, Inc. and Marine Products
Corporation (incorporated herein by reference to Exhibit 10.3 to
the Form 10 filed on February 13, 2001).
10.4 Transition Support Services Agreement dated February 12, 2001, by
and between RPC, Inc. and Marine Products Corporation
(incorporated herein by reference to Exhibit 10.4 to the Form 10
filed on February 13, 2001).
2
10.5 Tax Sharing Agreement, dated February 12, 2001, by and between
RPC, Inc. and Marine Products Corporation (incorporated herein by
reference to Exhibit 10.5 to the Form 10 filed on February 13,
2001).
21* Subsidiaries of RPC.
23* Consent of Arthur Andersen LLP.
24* Powers of Attorney for Directors
99.1** Letter dated March 27, 2002, from RPC, Inc. ("RPC") to the
Securities and Exchange Commission stating that RPC has received
certain representations from its independent public accountants,
Arthur Andersen LLP.
- --------------------
* Previously filed.
** Filed herewith.
REPORTS ON FORM 8-K.
None.
3
SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS
RPC, Inc. and Subsidiaries
(in thousands)
Balance at Charged to Net Balance
For the years ended December 31, 2001, 2000, Beginning Cost and Recoveries at End of
and 1999 of Period Expenses (Write-Offs) Period
- ------------------------------------------------ -------------- --------------- ------------------ -----------------
Year ended December 31, 2001 $ 4,994 $ 300 $ (1,176) $ 4,118
Allowance for Doubtful Accounts
Year ended December 31, 2000 $ 4,590 $ 26 $ 378 $ 4,994
Allowance for Doubtful Accounts
Year ended December 31, 1999 $ 6,927 $ 123 $ (2,460) $ 4,590
Allowance for Doubtful Accounts
4
SIGNATURES
Pursuant to the requirements of Section 13 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.
RPC, INC.
Dated: March 27, 2002 By: /s/ Ben Palmer
--------------------------------------
Ben Palmer
Vice President, Chief Financial Officer
and Treasurer
1456683v1