|
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.
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.
|
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.
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.
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.
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.
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.
|
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.
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.
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.
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
|
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.
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%) 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.
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).
|
CUSIP
No. 568427 10 8
|
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 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
|
|
CUSIP
No. 568427 10 8
|
Page
15 of
15
|
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
|