Filing Details
- Accession Number:
- 0001654954-19-008982
- Form Type:
- 13D Filing
- Publication Date:
- 2019-08-07 16:37:21
- Filed By:
- Rollins R Randall
- Company:
- Marine Products Corp (NYSE:MPX)
- Filing Date:
- 2019-08-07
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
---|---|---|---|---|---|---|
R. Randall Rollins | 1,093,852 | 22,879,197 | 1,093,852 | 22,879,197 | 23,973,049 | 70.3 percent 14 Type of Reporting Person IN Includes 84,125 shares of Company Common Stock held indirectly on account of his role in a corporate fiduciary. Also includes 109,296 shares of Company Common Stock in two charitable trusts of which he is a co-trustee and as to which he shares voting and investment power. Also includes 22,654,279 shares of Company Common Stock held by RFPS Management Company III, L.P., a Georgia limited partnership. The general partner of RFPS Management Company III, L.P. is RFA Management Company, LLC, a Georgia limited liability company, the manager of which is LOR, Inc., a Georgia corporation. Mr. R. Randall Rollins is an officer and director of LOR, Inc. Mr. R. Randall Rollins and Mr. Gary W. Rollins have voting control of LOR, Inc. Also includes 31,497 shares of Company Common Stock held by his wife, as to which Mr. R. Randall Rollins disclaims any beneficial interest. CUSIP No. 568427 10 8 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) (b) 3 SEC Use Only 4 Source of Funds OO 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 911,629 8 Shared Voting Power 22,847,700 9 Sole Dispositive Power 911,629 10 Shared Dispositive Power 22,847,700 11 Aggregate Amount Beneficially Owned by Each Reporting Person 23,759,329 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) 69.7 percent 14 Type of Reporting Person IN Includes 84,125 shares of Company Common Stock held indirectly on account of his role in a corporate fiduciary. Includes 109,296 shares of Company Common Stock in two charitable trusts of which he is a co-trustee and as to which he shares voting and investment power. Also includes 22,654,279 shares of Company Common Stock held by RFPS Management Company III, L.P., a Georgia limited partnership. The general partner of RFPS Management Company III, L.P. is RFA Management Company, LLC, a Georgia limited liability company, the manager of which is LOR, Inc., a Georgia corporation. Mr. Gary W. Rollins is an officer and director of LOR, Inc. Mr. R. Randall Rollins and Mr. Gary W. Rollins have voting control of LOR, Inc. CUSIP No. 568427 10 8 Page 4 of 15 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person RFPS Management Company III, L.P. 2 Check the Appropriate Box if a Member of a Group (a) (b) 3 SEC Use Only 4 Source of Funds AF, WC, OO 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 22,654,279 8 Shared Voting Power 0 9 Sole Dispositive Power 22,654,279 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 22,654,279 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) 66.4 percent 14 Type of Reporting Person PN CUSIP No. 568427 10 8 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) (b) 3 SEC Use Only 4 Source of Funds AF, WC, OO 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 22,654,279 9 Sole Dispositive Power 0 10 Shared Dispositive Power 22,654,279 11 Aggregate Amount Beneficially Owned by Each Reporting Person 22,654,279 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) 66.4 percent 14 Type of Reporting Person CO Includes 22,654,279 shares owned by RFPS Management Company III, 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. CUSIP No. 568427 10 8 Page 6 of 15 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person RFPS Investments III, L.P. 2 Check the Appropriate Box if a Member of a Group (a) (b) 3 SEC Use Only 4 Source of Funds AF, WC, OO 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 22,654,279 9 Sole Dispositive Power 0 10 Shared Dispositive Power 22,654,279 11 Aggregate Amount Beneficially Owned by Each Reporting Person 22,654,279 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) 66.4 percent 14 Type of Reporting Person PN Includes 22,654,279 shares owned by RFPS Management Company III, 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. CUSIP No. 568427 10 8 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) (b) 3 SEC Use Only 4 Source of Funds AF, WC, OO 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 22,654,279 9 Sole Dispositive Power 0 10 Shared Dispositive Power 22,654,279 11 Aggregate Amount Beneficially Owned by Each Reporting Person 22,654,279 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) 66.4 percent 14 Type of Reporting Person CO Includes 22,654,279 shares owned by RFPS Management Company III, L.P. (the Partnership ). 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. CUSIP No. 568427 10 8 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) (b) 3 SEC Use Only 4 Source of Funds AF, WC, OO 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 22,654,279 9 Sole Dispositive Power 0 10 Shared Dispositive Power 22,654,279 11 Aggregate Amount Beneficially Owned by Each Reporting Person 22,654,279 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) 66.4 percent 14 Type of Reporting Person CO Includes 22,654,279 shares owned by RFPS Management Company III, 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. CUSIP No. 568427 10 8 Page 9 of 15 Item 1. Security and Issuer This Amendment No. 5 to Schedule 13D relates to the Common Stock, .10 par value, of Marine Products Corporation, a Delaware corporation (the Company ). The original Schedule 13D was filed on January 10, 2003 and was amended by Amendment No. 1 filed on May 1, 2003, Amendment No. 2 filed on January 31, 2013, Amendment No. 3 filed on August 17, 2016, and Amendment No. 4 filed on November 15, 2016 (collectively the Schedule 13D, as amended ). The principal executive office of the Company is located at 2801 Buford Highway, Suite 300 Atlanta, Georgia 30329 Item 2. Identity and Background 1. (a) R. Randall Rollins is a reporting person filing this statement. (b) 2170 Piedmont Road, N.E., Atlanta, Georgia 30324. (c) Chairman of the Board of the Company, engaged in the business of boat manufacturing, the business address of which is 2801 Buford Highway, Suite 300, Atlanta, Georgia 30329. Chairman of the Board of RPC, Inc., engaged in the business of oil and gas field services, the business address of which is 2801 Buford Highway, Suite 300, Atlanta, Georgia 30329. Chairman of the Board of Rollins, Inc., engaged in the provision of pest and termite control services, the business address of which is 2170 Piedmont Road, N.E., Atlanta, Georgia 30324. (d) None. (e) None. (f) United States. 2. (a) Gary W. Rollins is a reporting person filing this statement. (b) 2170 Piedmont Road, N.E., Atlanta, Georgia 30324. (c) Vice Chairman and Chief Executive Officer of Rollins, Inc., engaged in the provision of pest and termite 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. 568427 10 8 Page 10 of 15 3. RFPS Management Company III, L.P. is a reporting person filing this statement. It is a Georgia limited partnership, and its principal business address is c o RFA Management Company, LLC, 1908 Cliff Valley Way NE, Atlanta, Georgia 30329. Its principal business is to serve as a private investment holding company. (d) None. (e) None. 4. RFA Management Company, LLC is a reporting person filing this statement. It is a Georgia limited liability company, and its principal business address is 1908 Cliff Valley Way NE, Atlanta, Georgia 30329. Its principal business is to serve as a family office investment manager. (d) None. (e) None. 5. RFPS Investments III, L.P. is a reporting person filing this statement. It is a Georgia limited partnership, and its principal business address is c o RFA Management Company, LLC, 1908 Cliff Valley Way NE, Atlanta, Georgia 30329. Its principal business is to serve as a private investment holding company. (d) None. (e) None. 6. LOR, Inc. is a reporting person filing this statement. It is a Georgia corporation, and its principal business address is c o RFA Management Company, LLC, 1908 Cliff Valley Way NE, Atlanta, Georgia 30329. Its principal business is to serve as a private investment holding company. (d) None. (e) None. 7. LOR Investment Company, LLC is a reporting person filing this statement. It is a Georgia limited liability company, and its principal business address is c o RFA Management Company, LLC, 1908 Cliff Valley Way NE, Atlanta, Georgia 30329. Its principal business is to serve as a private investment holding company. (d) None. (e) None. (d) None. (e) None. CUSIP No. 568427 10 8 Page 11 of 15 8. (a) Thomas Hamilton Claiborne is a director of LOR, Inc., which is a reporting person filing this statement. (b) 15 Ellensview Ct., Richmond, VA 23226. (c) Managing Director, Mary Oppenheimer Daughters Holdings Limited, the business address of which is Mary Oppenheimer Daughters Holdings Limited, 2 nd Floor Cycle 360 House, Isle of Man Business Park, Douglas, Isle of Man IM2 2QZ. (d) None. (e) None. (f) United States. 9. (a) Amy R. Kreisler is a director of LOR, Inc., which is a reporting person filing this statement. (b) 1908 Cliff Valley Way NE, Atlanta, GA 30329. (c) Executive Director The O. Wayne Rollins Foundation and The Ma-Ran Foundation (private charitable entities), the business address of which is 1908 Cliff Valley Way NE, Atlanta, GA 30329. (d) None. (e) None. (f) United States. 10. (a) Paul Morton is a director of LOR, Inc., which is a reporting person filing this statement. (b) 3620 Happy Valley Road, Suite 202, Lafayette, CA 94549. (c) Managing Director, Morton Management LLC, the business address of which is 3620 Happy Valley Road, Suite 202, Lafayette, CA 94549. (d) None. (e) None. (f) United States. 11. (a) Pamela R. Rollins is a director of LOR, Inc., which is a reporting person filing this statement. (b) 1908 Cliff Valley Way NE, Atlanta, GA 30329. (c) Board member for Young Harris College. Board member of National Monuments Foundation and the O. Wayne Rollins Foundation, the business address of which is 1908 Cliff Valley Way NE, Atlanta, GA 30329. CUSIP No. 568427 10 8 Page 12 of 15 (d) None. (e) None. (f) United States. 12. (a) Timothy C. Rollins is a director of LOR, Inc., which is a reporting person filing this statement. (b) 1908 Cliff Valley Way NE, Atlanta, GA 30329. (c) Vice President of Rollins Investment Company (management services), the business address of which is 1908 Cliff Valley Way NE, Atlanta, GA 30329. (d) None. (e) None. (f) United States. Item 3. Source and Amount of Funds or Other Consideration See the Schedule 13D, as amended, for historical information. Mr. R. Randall Rollins generally receives annual grants of restricted stock from the Company as compensation for his service as Chairman of the Board. Item 4. Purpose of Transaction See the Schedule 13D, as amended, for historical information. All acquisitions described in Item 3 above were for investment purposes. In addition to the acquisitions described in Item 3 above, any material increase in the percentage ownership of the Company s common stock by the reporting persons has been primarily due to repurchases of Company common stock under the Company s publicly announced repurchase plans. The reporting persons and other persons listed in Item 2 may make additional open market purchases or sales, or engage in estate planning or other transactions in Company common stock, from time to time. The reporting persons and the other persons listed in Item 2 have no present intent to take any action that would result in (a) the acquisition by any person of additional securities of the Company or the disposition of securities of the Company (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any subsidiary thereof (c) a sale or transfer of a material amount of assets of the Company or any subsidiary thereof (d) any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board (e) any material change in the present capitalization or dividend policy of the Company (f) any other material change in the Company s business or corporate structure CUSIP No. 568427 10 8 Page 13 of 15 (g) any changes in the Company s charter, bylaws, or instruments corresponding thereto, or other actions which may impede the acquisition of control of the Company by any person (h) causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association (i) a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended or (j) any action similar to any of those enumerated above. Notwithstanding the foregoing, the reporting persons and the other persons listed in Item 2 will continue to review their investment in the Company, and reserve the right to change their intentions with respect to any or all of such matters. Item 5. Interest in Securities of the Issuer (a)-(b) See the cover pages to this Amendment. Mr. Thomas Claiborne does not beneficially own any shares of Company common stock. Ms. Amy R. Kreisler does not beneficially own any shares of Company common stock. Mr. Paul Morton beneficially owns 500 shares of Company common stock (0.0% |
Gary W. Rollins | 911,629 | 22,847,700 | 911,629 | 22,847,700 | 23,759,329 | |
RFPS Management Company III | 22,654,279 | 0 | 22,654,279 | 0 | 22,654,279 | |
RFA Management Company | 0 | 22,654,279 | 0 | 22,654,279 | 22,654,279 | |
RFPS Investments III | 0 | 22,654,279 | 0 | 22,654,279 | 22,654,279 | |
LOR, Inc | 0 | 22,654,279 | 0 | 22,654,279 | 22,654,279 | |
LOR Investment Company | 0 | 22,654,279 | 0 | 22,654,279 | 22,654,279 |
Filing
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE 13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 5)
Marine Products Corporation
(Name
of Issuer)
Common
Stock, $.10 Par Value
(Title
of Class of Securities)
568427 10 8
(CUSIP
Number)
Stephen
D. Fox Arnall
Golden Gregory LLP171 17th Street NW, Suite
2100 Atlanta,
GA 30363 (404)
473-8500 |
(Name,
Address and Telephone Number of Person Authorized to Receive
Notices and Communications) |
December
1, 2018, and January 2, 2019 |
(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(e), 13d-1(f) or
13d-1(g), check the following box ☐.
Note:
Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7
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. 568427 10 8 | 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)☒ (b)☐ |
3 | SEC Use
Only | |
4 | Source
of Funds OO | |
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 1,093,852 | |
8 | Shared
Voting Power 22,879,197* | |
9 | Sole
Dispositive Power 1,093,852 | |
10 | Shared
Dispositive Power 22,879,197* | |
11 | Aggregate Amount
Beneficially Owned by Each Reporting Person 23,973,049* | |
12 | Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares | ☒ |
13 | Percent
of Class Represented by Amount in Row (11) 70.3
percent* | |
14 | Type of
Reporting Person IN | |
*
Includes
84,125 shares of Company Common Stock held indirectly on account of
his role in a corporate fiduciary. Also includes 109,296 shares of
Company Common Stock in two charitable trusts of which he is a
co-trustee and as to which he shares voting and investment power.
Also includes 22,654,279 shares of Company Common Stock held by
RFPS Management Company III, L.P., a Georgia limited partnership.
The general partner of RFPS Management Company III, L.P. is RFA
Management Company, LLC, a Georgia limited liability company, the
manager of which is LOR, Inc., a Georgia corporation. Mr. R.
Randall Rollins is an officer and director of LOR, Inc. Mr. R.
Randall Rollins and Mr. Gary W. Rollins have voting control of
LOR, Inc. Also includes 31,497 shares of Company Common Stock held
by his wife, as to which Mr. R. Randall Rollins disclaims any
beneficial interest.
CUSIP
No. 568427 10 8 | 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)☒ (b)☐ |
3 | SEC Use
Only | |
4 | Source
of Funds OO | |
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 911,629 | |
8 | Shared
Voting Power 22,847,700* | |
9 | Sole
Dispositive Power 911,629 | |
10 | Shared
Dispositive Power 22,847,700* | |
11 | Aggregate Amount
Beneficially Owned by Each Reporting Person 23,759,329* | |
12 | Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares | ☐ |
13 | Percent
of Class Represented by Amount in Row (11) 69.7
percent* | |
14 | Type of
Reporting Person IN | |
*
Includes
84,125 shares of Company Common Stock held indirectly on account of
his role in a corporate fiduciary. Includes 109,296 shares of
Company Common Stock in two charitable trusts of which he is a
co-trustee and as to which he shares voting and investment power.
Also includes 22,654,279 shares of Company Common Stock held by
RFPS Management Company III, L.P., a Georgia limited partnership.
The general partner of RFPS Management Company III, L.P. is RFA
Management Company, LLC, a Georgia limited liability company, the
manager of which is LOR, Inc., a Georgia corporation. Mr. Gary
W. Rollins is an officer and director of LOR, Inc. Mr. R.
Randall Rollins and Mr. Gary W. Rollins have voting control of
LOR, Inc.
CUSIP
No. 568427 10 8 | Page
4 of
15 |
1 | Name of
Reporting Person S.S. or I.R.S. Identification No. of Above
Person RFPS
Management Company III, L.P. | |
2 | Check
the Appropriate Box if a Member of a Group | (a)☒ (b)☐ |
3 | SEC Use
Only | |
4 | Source
of Funds AF, WC,
OO | |
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 22,654,279 | |
8 | Shared
Voting Power 0 | |
9 | Sole
Dispositive Power 22,654,279 | |
10 | Shared
Dispositive Power 0 | |
11 | Aggregate Amount
Beneficially Owned by Each Reporting Person 22,654,279 | |
12 | Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares | ☐ |
13 | Percent
of Class Represented by Amount in Row (11) 66.4
percent | |
14 | Type of
Reporting Person PN | |
CUSIP
No. 568427 10 8 | 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)☒ (b)☐ |
3 | SEC Use
Only | |
4 | Source
of Funds AF, WC,
OO | |
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 22,654,279* | |
9 | Sole
Dispositive Power 0 | |
10 | Shared
Dispositive Power 22,654,279* | |
11 | Aggregate Amount
Beneficially Owned by Each Reporting Person 22,654,279* | |
12 | Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares | ☐ |
13 | Percent
of Class Represented by Amount in Row (11) 66.4
percent* | |
14 | Type of
Reporting Person CO | |
*
Includes 22,654,279
shares owned by RFPS Management Company III, 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.
CUSIP
No. 568427 10 8 | Page
6 of
15 |
1 | Name of
Reporting Person S.S. or I.R.S. Identification No. of Above
Person RFPS
Investments III, L.P. | |
2 | Check
the Appropriate Box if a Member of a Group | (a)☒ (b)☐ |
3 | SEC Use
Only | |
4 | Source
of Funds AF, WC,
OO | |
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 22,654,279* | |
9 | Sole
Dispositive Power 0 | |
10 | Shared
Dispositive Power 22,654,279* | |
11 | Aggregate Amount
Beneficially Owned by Each Reporting Person 22,654,279* | |
12 | Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares | ☐ |
13 | Percent
of Class Represented by Amount in Row (11) 66.4
percent* | |
14 | Type of
Reporting Person PN | |
*
Includes 22,654,279
shares owned by RFPS Management Company III, 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.
CUSIP
No. 568427 10 8 | 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)☒ (b)☐ |
3 | SEC Use
Only | |
4 | Source
of Funds AF, WC,
OO | |
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 22,654,279* | |
9 | Sole
Dispositive Power 0 | |
10 | Shared
Dispositive Power 22,654,279* | |
11 | Aggregate Amount
Beneficially Owned by Each Reporting Person 22,654,279* | |
12 | Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares | ☐ |
13 | Percent
of Class Represented by Amount in Row (11) 66.4
percent* | |
14 | Type of
Reporting Person CO | |
*
Includes 22,654,279
shares owned by RFPS Management Company III, L.P. (the
“Partnership”). 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.
CUSIP
No. 568427 10 8 | 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)☒ (b)☐ |
3 | SEC Use
Only | |
4 | Source
of Funds AF, WC,
OO | |
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 22,654,279* | |
9 | Sole
Dispositive Power 0 | |
10 | Shared
Dispositive Power 22,654,279* | |
11 | Aggregate Amount
Beneficially Owned by Each Reporting Person 22,654,279* | |
12 | Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares | ☐ |
13 | Percent
of Class Represented by Amount in Row (11) 66.4
percent | |
14 | Type of
Reporting Person CO | |
*
Includes 22,654,279
shares owned by RFPS Management Company III, 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.
CUSIP
No. 568427 10 8 | Page
9 of
15 |
Item
1.
Security and Issuer
This
Amendment No. 5 to Schedule 13D relates to the Common Stock, $.10
par value, of Marine Products Corporation, a Delaware corporation
(the “Company”). The original Schedule 13D was filed on
January 10, 2003 and was amended by Amendment No. 1 filed on May 1,
2003, Amendment No. 2 filed on January 31, 2013, Amendment No. 3
filed on August 17, 2016, and Amendment No. 4 filed on November 15,
2016 (collectively the “Schedule 13D, as amended”). The
principal executive office of the Company is located
at:
2801
Buford Highway, Suite 300
Atlanta, Georgia
30329
Item
2.
Identity and Background
1.
(a) R.
Randall Rollins is a reporting person filing this
statement.
(b)
2170 Piedmont Road,
N.E., Atlanta, Georgia 30324.
(c)
Chairman of the
Board of the Company, engaged in the business of boat
manufacturing, the business address of which is 2801 Buford
Highway, Suite 300, Atlanta, Georgia 30329. Chairman of the Board
of RPC, Inc., engaged in the business of oil and gas field
services, the business address of which is 2801 Buford Highway,
Suite 300, Atlanta, Georgia 30329. Chairman of the Board of
Rollins, Inc., engaged in the provision of pest and termite control
services, the business address of which is 2170 Piedmont Road,
N.E., Atlanta, Georgia 30324.
(d)
None.
(e)
None.
(f)
United
States.
2.
(a) Gary
W. Rollins is a reporting person filing this
statement.
(b)
2170 Piedmont Road,
N.E., Atlanta, Georgia 30324.
(c)
Vice Chairman and
Chief Executive Officer of Rollins, Inc., engaged in the provision
of pest and termite control services, the business address of which
is 2170 Piedmont Road, N.E., Atlanta, Georgia 30324.
(d)
None.
(e)
None.
(f)
United
States.
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3.
RFPS Management
Company III, L.P. is a reporting person filing this statement. It
is a Georgia limited partnership, and its principal business
address is c/o RFA Management Company, LLC, 1908 Cliff Valley Way
NE, Atlanta, Georgia 30329. Its principal business is to serve as a
private investment holding company.
(d)
None.
(e)
None.
4.
RFA Management
Company, LLC is a reporting person filing this statement. It is a
Georgia limited liability company, and its principal business
address is 1908 Cliff Valley Way NE, Atlanta, Georgia 30329. Its
principal business is to serve as a family office investment
manager.
(d)
None.
(e)
None.
5.
RFPS Investments
III, L.P. is a reporting person filing this statement. It is a
Georgia limited partnership, and its principal business address is
c/o RFA Management Company, LLC, 1908 Cliff Valley Way NE, Atlanta,
Georgia 30329. Its principal business is to serve as a private
investment holding company.
(d)
None.
(e)
None.
6.
LOR, Inc. is a
reporting person filing this statement. It is a Georgia
corporation, and its principal business address is c/o RFA
Management Company, LLC, 1908 Cliff Valley Way NE, Atlanta, Georgia
30329. Its principal business is to serve as a private investment
holding company.
(d)
None.
(e)
None.
7.
LOR Investment
Company, LLC is a reporting person filing this statement. It is a
Georgia limited liability company, and its principal business
address is c/o RFA Management Company, LLC, 1908 Cliff Valley Way
NE, Atlanta, Georgia 30329. Its principal business is to serve as a
private investment holding company.
(d)
None.
(e)
None.
(d)
None.
(e)
None.
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8.
(a) Thomas
Hamilton Claiborne is a director of LOR, Inc., which is a reporting
person filing this statement.
(b)
15 Ellensview Ct.,
Richmond, VA 23226.
(c)
Managing Director,
Mary Oppenheimer Daughters Holdings Limited, the business address
of which is Mary Oppenheimer Daughters Holdings Limited,
2nd Floor Cycle
360 House, Isle of Man Business Park, Douglas, Isle of Man IM2
2QZ.
(d)
None.
(e)
None.
(f)
United
States.
9.
(a)
Amy R. Kreisler is
a director of LOR, Inc., which is a reporting person filing this
statement.
(b)
1908 Cliff Valley
Way NE, Atlanta, GA 30329.
(c)
Executive
Director—The O. Wayne Rollins Foundation and The Ma-Ran
Foundation (private charitable entities), the business address of
which is 1908 Cliff Valley Way NE, Atlanta, GA 30329.
(d)
None.
(e)
None.
(f)
United
States.
10.
(a)
Paul Morton is a
director of LOR, Inc., which is a reporting person filing this
statement.
(b)
3620 Happy Valley
Road, Suite 202, Lafayette, CA 94549.
(c)
Managing Director,
Morton Management LLC, the business address of which is 3620 Happy
Valley Road, Suite 202, Lafayette, CA 94549.
(d)
None.
(e)
None.
(f)
United
States.
11.
(a)
Pamela R. Rollins
is a director of LOR, Inc., which is a reporting person filing this
statement.
(b)
1908 Cliff Valley
Way NE, Atlanta, GA 30329.
(c)
Board member for
Young Harris College. Board member of National Monuments Foundation
and the O. Wayne Rollins Foundation, the business address of which
is 1908 Cliff Valley Way NE, Atlanta, GA 30329.
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(d)
None.
(e)
None.
(f)
United
States.
12.
(a)
Timothy C. Rollins
is a director of LOR, Inc., which is a reporting person filing this
statement.
(b)
1908 Cliff Valley
Way NE, Atlanta, GA 30329.
(c)
Vice President of
Rollins Investment Company (management services), the business
address of which is 1908 Cliff Valley Way NE, Atlanta, GA
30329.
(d)
None.
(e)
None.
(f)
United
States.
Item 3.
Source and Amount of Funds
or Other Consideration
See the
Schedule 13D, as amended, for historical information. Mr. R.
Randall Rollins generally receives annual grants of restricted
stock from the Company as compensation for his service as Chairman
of the Board.
Item 4.
Purpose of Transaction
See the
Schedule 13D, as amended, for historical information. All
acquisitions described in Item 3 above were for investment
purposes. In addition to the acquisitions described in Item 3
above, any material increase in the percentage ownership of the
Company’s common stock by the reporting persons has been
primarily due to repurchases of Company common stock under the
Company’s publicly announced repurchase plans. The reporting persons and other persons listed in
Item 2 may make additional open market purchases or sales, or
engage in estate planning or other transactions in Company common
stock, from time to time.
The
reporting persons and the other persons listed in Item 2 have no
present intent to take any action that would result
in:
(a) the
acquisition by any person of additional securities of the Company
or the disposition of securities of the Company;
(b) an
extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any
subsidiary thereof;
(c) a
sale or transfer of a material amount of assets of the Company or
any subsidiary thereof;
(d) any
change in the present board of directors or management of the
Company, including any plans or proposals to change the number or
term of directors or to fill any existing vacancies on the
board;
(e) any
material change in the present capitalization or dividend policy of
the Company;
(f) any other material change in the Company’s
business or corporate structure;
CUSIP
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(g) any
changes in the Company’s charter, bylaws, or instruments
corresponding thereto, or other actions which may impede the
acquisition of control of the Company by any person;
(h)
causing a class of securities of the Company to be delisted from a
national securities exchange or to
cease to be authorized to be quoted in an inter-dealer quotation
system of a registered national securities
association;
(i) a class of equity
securities of the Company becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended; or
(j) any
action similar to any of those enumerated above.
Notwithstanding
the foregoing, the reporting persons and the other persons listed
in Item 2 will continue to review their investment in the Company,
and reserve the right to change their intentions with respect to
any or all of such matters.
Item
5.
Interest in Securities of the Issuer
(a)-(b)
See the cover pages
to this Amendment.
Mr.
Thomas Claiborne does not beneficially own any shares of Company
common stock.
Ms. Amy
R. Kreisler does not beneficially own any shares of Company common
stock.
Mr.
Paul Morton beneficially owns 500 shares of Company common stock
(0.0%) as to which shares he has sole voting and dispositive
power.
Ms.
Pamela R. Rollins beneficially owns 22,798 shares of Company common
stock (0.0%). She has sole voting and dispositive power with
respect to 10,000 shares, and shared voting and dispositive power
with respect to 12,798 shares. These shares include 12,798 shares
of Company common stock held in a charitable trust of which she is
a co-trustee.
Mr.
Timothy C. Rollins beneficially owns 5,284 shares of Company common
stock (0.0%). He has sole voting and dispositive power with respect
to 5,000 shares, and shared voting and dispositive power with
respect to 284 shares. These shares include 284 shares of Company
common stock held by his wife, as to which Mr. Rollins
disclaims any beneficial interest.
(c)
The following
transactions were effected by the reporting persons within 60 days
prior to December 1, 2018 and January 2, 2019:
●
A
corporate fiduciary over which Mr. R. Randall Rollins and Mr. Gary
W. Rollins exercise control made a gift of 646 shares of Company
common stock on November 16, 2018 and a gift of 4,734 shares of
Company common stock on December 12, 2018.
There were no transactions in Company common stock
effected by the reporting persons or the other persons listed in
Item 2 within 60 days of the date hereof. There were no
transactions by the other reporting persons or the non-reporting
persons listed in Item 2 within 60 days prior to December 1,
2018 and January 2, 2019.
(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(k).
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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 III, L.P.
By: RFA MANAGEMENT COMPANY, LLC, General Partner
By: LOR, INC., Manager
By: R. Randall
Rollins R.
Randall Rollins, President | Date:
8/1/19 |
RFA MANAGEMENT COMPANY, LLC
By: LOR, INC., Manager
By: R. Randall
Rollins R.
Randall Rollins, President | Date:
8/1/19 |
RFPS INVESTMENTS III, L.P.
By: LOR INVESTMENT COMPANY, LLC, General
Partner
By: LOR, INC., Class A Member
By: R. Randall
Rollins R.
Randall Rollins, President | Date:
8/1/19 |
LOR INVESTMENT COMPANY, LLC
By: LOR, INC., Class A Member
By: R. Randall
Rollins R.
Randall Rollins, President | Date:
8/1/19 |
LOR, INC.
By: R. Randall
Rollins R.
Randall Rollins, President | Date:
8/1/19 |
/s/ R. Randall
Rollins
R. RANDALL ROLLINS | Date:
8/1/19 |
/s/ Gary W.
Rollins
GARY W. ROLLINS | Date:
8/2/19 |
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EXHIBIT A
The
undersigned each hereby certifies and agrees that the above
Amendment to Schedule 13D concerning securities issued by Marine
Products Corporation is being filed on behalf of each of the
undersigned.
RFPS MANAGEMENT COMPANY III, L.P.
By: RFA MANAGEMENT COMPANY, LLC, General Partner
By: LOR, INC., Manager
By: R. Randall
Rollins R.
Randall Rollins, President | Date:
8/1/19 |
RFA MANAGEMENT COMPANY, LLC
By: LOR, INC., Manager
By: R. Randall
Rollins R.
Randall Rollins, President | Date:
8/1/19 |
RFPS INVESTMENTS III, L.P.
By: LOR INVESTMENT COMPANY, LLC, General
Partner
By: LOR, INC., Class A Member
By: R. Randall
Rollins R.
Randall Rollins, President | Date:
8/1/19 |
LOR INVESTMENT COMPANY, LLC
By: LOR, INC., Class A Member
By: R. Randall
Rollins R.
Randall Rollins, President | Date:
8/1/19 |
LOR, INC.
By: R. Randall
Rollins R.
Randall Rollins, President | Date:
8/1/19 |
/s/ R. Randall
Rollins
R. RANDALL ROLLINS | Date:
8/1/19 |
/s/ Gary W.
Rollins
GARY W. ROLLINS | Date:
8/2/19 |