10-K/A 1 rpc10ka302.txt AMENDED 10-K 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