| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, $.10 Par Value |
| (b) | Name of Issuer:
Marine Products Corporation |
| (c) | Address of Issuer's Principal Executive Offices:
2801 Buford Highway NE, Suite 300, Atlanta,
GEORGIA
, 30329. |
Item 1 Comment:
This Amendment No. 12 to Schedule 13D relates to the common stock, $0.10 par value per share (the "Common Stock"), 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, Amendment No. 4 filed on November 15, 2016, Amendment No. 5 filed on August 7, 2019, Amendment No. 6 filed on July 2, 2020, Amendment No. 7 filed on August 21, 2020, Amendment No. 8 filed on December 9, 2020, Amendment No. 9 filed on June 8, 2021, Amendment No. 10 filed on December 5, 2022 and Amendment No. 11 filed on March 3, 2025 (collectively the "Schedule 13D, as amended"). The Schedule 13D, as amended, is incorporated by reference herein. The principal executive office of the Company is located at 2801 Buford Highway NE, Suite 300, Atlanta, Georgia 30329. |
| Item 2. | Identity and Background |
|
| (a) | 1. Gary W. Rollins is a reporting person filing this statement.
2. Amy R. Kreisler is a reporting person filing this statement.
3. Pamela R. Rollins is a reporting person filing this statement.
4. Timothy C. Rollins is a reporting person filing this statement.
5. 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.
6. The RRR Voting Trust is a reporting person filing this statement. Its principal business address is c/o RFA Management Company, LLC, 1908 Cliff Valley Way, NE, Atlanta, Georgia 30329. It is a trust established for estate planning and investment holding purposes.
7. The GWR Voting Trust is a reporting person filing this statement. Its principal business address is c/o RFA Management Company, LLC, 1908 Cliff Valley Way, NE, Atlanta, Georgia 30329. It is a trust established for estate planning and investment holding purposes.
8. 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.
9. RFT 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.
10. Rollins Holding Company, 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.
11. RCTLOR, 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.
12. The Gary W. Rollins Revocable Trust is a reporting person filing this statement. It is a revocable trust established by and for the benefit of Gary W. Rollins. Gary W. Rollins is the sole trustee of The Gary W. Rollins Revocable Trust. The principal business address of The Gary W. Rollins Revocable Trust is c/o RFA Management Company, LLC, 1908 Cliff Valley Way NE, Atlanta, Georgia 30329.
13. WNEG Investments, 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. It is a family investment entity.
14. WNEG Management Company, LLC is the general partner of WNEG Investments, L.P., which 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. It is a family investment entity, and Gary W. Rollins is its sole manager and member.
15. Thomas Hamilton Claiborne is a director of LOR, Inc., which is a reporting person filing this statement.
16. Paul Morton is a director of LOR, Inc., which is a reporting person filing this statement.
17. The 1976 RRR Trusts are irrevocable trusts established by R. Randall Rollins for the benefit of his grandchildren and more remote descendants. Pamela R. Rollins, Timothy C. Rollins and Amy R. Kreisler are trustees of the 1976 RRR Trusts and exercise de facto control over them. The principal business address of the 1976 RRR Trusts is c/o RFA Management Company, LLC, 1908 Cliff Valley Way NE, Atlanta, Georgia 30329.
18. Ryan M. Harding is a director of LOR, Inc., which is a reporting person filing this statement.
Each of Gary W. Rollins, Amy R. Kreisler, Pamela R. Rollins and Timothy C. Rollins (together, the "Group") have agreed to act in concert with respect to shares of Common Stock beneficially owned by each of them by exercising their respective direct or indirect dispositive power and their respective direct or indirect voting power in concert with the other members of the Group. By virtue of such agreement, the Group and certain persons affiliated with the members of the Group may be deemed to be acting as a group for purposes of Rule 13d-3 under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"). The reporting persons have agreed to file this Amendment jointly as a group pursuant to Rule 13d-1(k) under the Exchange Act. |
| (b) | With respect to the individuals identified by number in Item 2(a) above:
1. His principal business address is 2170 Piedmont Road, N.E., Atlanta, Georgia 30324.
2. Her business address is 1908 Cliff Valley Way NE, Atlanta, GA 30329.
3. Her business address is 1908 Cliff Valley Way NE, Atlanta, GA 30329.
4. His business address is 1908 Cliff Valley Way NE, Atlanta, GA 30329.
15. His address is 15 Ellensview Court, Richmond, VA 23226.
16. His business address is 3620 Happy Valley Road, Suite 202, Lafayette, CA 94549.
18. His business address is c/o IFO Group, LLC, 2211 Woodward Avenue, Suite 101, Detroit, MI 48201. |
| (c) | With respect to the individuals identified by number in Item 2(a) above:
1. His principal occupation is Executive Chairman Emeritus 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. Her principal occupation is Executive Director, The O. Wayne Rollins Foundation (a private charitable trust), the business address of which is 1908 Cliff Valley Way NE, Atlanta, GA 30329.
3. Her principal occupation is as a member of the Board of Trustees of Young Harris College, a member of the Board of Directors of the National Monuments Foundation, and a trustee of the O. Wayne Rollins Foundation (a private charitable trust), the business address of which is 1908 Cliff Valley Way NE, Atlanta, GA 30329.
4. His principal occupation is Vice President of Rollins Investment Company, LLC (engaged in the provision of management services), the business address of which is 1908 Cliff Valley Way NE, Atlanta, GA 30329.
15. His principal occupation is 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.
16. His principal occupation is Managing Director, Morton Management LLC, the business address of which is 3620 Happy Valley Road, Suite 202, Lafayette, CA 94549.
18. His principal occupation is Managing Director, IFO Group, LLC, the business address of which is 2211 Woodward Avenue, Suite 101, Detroit, MI 48201. |
| (d) | With respect to all persons identified in Item 2(a) above: None. |
| (e) | With respect to all persons identified in Item 2(a) above: None. |
| (f) | With respect to the individuals identified by number (1, 2, 3, 4, 15, 16, and 18) in Item 2(a) above: United States |
| Item 3. | Source and Amount of Funds or Other Consideration |
| | See the Schedule 13D, as amended, for historical information. |
| Item 4. | Purpose of Transaction |
| | Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following:
On February 5, 2026, the Company and MasterCraft Boat Holdings, Inc. (Nasdaq: MCFT) ("MasterCraft") entered into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which the Company and MasterCraft will undertake a contemplated business combination resulting in the Company becoming a wholly owned subsidiary of MasterCraft (the "Merger"). Pursuant to the terms of the Merger Agreement, each issued and outstanding share of Common Stock of the Company will be converted into the right to receive 0.232 validly issued, fully paid and nonassessable shares of common stock, par value $0.01 per share, of MasterCraft ("MasterCraft Common Stock") and $2.43 in cash, without interest.
Voting Agreement
In connection with the Merger Agreement, on February 5, 2026, the Company, MasterCraft, LOR, Inc., and certain other stockholders of the Company affiliated with LOR, Inc. entered into a Voting Agreement (the "Voting Agreement"), pursuant to which LOR, Inc. and its affiliates have agreed, among other things, subject to the terms and conditions of the Voting Agreement, to vote all of their shares of the Company in favor of the Merger and the adoption and approval of the Merger Agreement. The Voting Agreement also contains customary lock-up provisions during the support period.
The foregoing description of the Voting Agreement does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the full text of the Voting Agreement, which is filed as Exhibit B hereto and is incorporated herein by reference.
Registration Rights Agreement
In connection with the Merger Agreement, on February 5, 2026, LOR, Inc., which is a reporting person filing this statement, and MasterCraft entered into a Registration Rights Agreement (the "Registration Rights Agreement") that will take effect upon the closing of the Merger pursuant to the Merger Agreement.
Under the Registration Rights Agreement, MasterCraft must use reasonable best efforts to file and keep a registration statement on Form S-3, continuously effective and usable for the resale of the shares of MasterCraft Common Stock received by and beneficially held by the Group following completion of the Merger (the "Group Shares"). With certain exceptions, LOR, Inc. has the right to request up to ten (10) offerings pursuant to the Registration Rights Agreement. LOR, Inc. also has "piggyback" rights to participate, on the terms and conditions described in the Registration Rights Agreement, in certain offerings of MasterCraft Common Stock registered under the Securities Act that MasterCraft may undertake for its own account or for the account of other shareholders.
Pursuant to the terms of the Registration Rights Agreement, MasterCraft will pay all registration and filing fees pertaining to the registration of securities beneficially owned by the Group as well as all other costs, fees and expenses incident to MasterCraft's performance or compliance with the Registration Rights Agreement, provided, that, upon the closing of the first underwritten shelf takedown pursuant to the Registration Rights Agreement, LOR, Inc. shall pay $350,000 to MasterCraft. LOR, Inc. will also pay its own fees and expenses, including the fees for any counsel, accountants or advisors retained by it, as well as any underwriter's fees (including discounts, commissions or fees of the underwriters). The Registration Rights Agreement also contains customary indemnification provisions. The Registration Rights Agreement will stay in effect until the fifteenth anniversary of the closing date of the Merger.
The foregoing description of the Registration Rights Agreement does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the full text of the Registration Rights Agreement, which is filed as Exhibit C hereto and is incorporated herein by reference.
Stockholders Agreement
In connection with the Merger Agreement, on February 5, 2026, MasterCraft, LOR, Inc., and certain other stockholders of the Company (LOR, Inc. together with such other stockholders, collectively, the "Stockholders") entered into a Stockholders Agreement (the "Stockholders Agreement") with respect to the MasterCraft Common Stock such Stockholders will receive if the Merger is consummated. The Stockholders Agreement will take effect upon the closing of the Merger pursuant to the Merger Agreement.
Under the terms of the Stockholders Agreement, no Stockholder may transfer its shares of MasterCraft Common Stock for six months following the closing of the Merger, and no Stockholder may transfer in the aggregate more than 50% of the MasterCraft Common Stock beneficially owned by such Stockholder from the period beginning six months following the closing until the first anniversary of the closing, in each case subject to limited exceptions.
Further, under the terms of the Stockholders Agreement, for so long as the Stockholders beneficially own, in the aggregate, at least 15% of the total voting power of the outstanding capital stock of MasterCraft, the Stockholders shall collectively have the right to nominate two directors to the board of directors of MasterCraft, at least one of whom shall be an "independent director." For so long as the Stockholders beneficially own, in the aggregate, at least 10% but less than 15% of the capital stock of MasterCraft, the Stockholders shall have the right to nominate one director to the board of directors of MasterCraft, which nominee is not required to be an "independent director." Until the second anniversary of the closing of the Merger, the Stockholders have agreed to (i) be present in person or by proxy at any meeting of stockholders of MasterCraft, (ii) vote in favor of each director nominated and recommended by MasterCraft for election to the board of directors of MasterCraft, (iii) vote against any stockholder nominations for directors that are not approved and recommended by the MasterCraft board of directors for election to its board of directors, and (iv) vote against any proposals or resolutions to remove any member of the MasterCraft board of directors (unless such removal was approved and recommended by the board of directors of MasterCraft). In addition, the Stockholders have agreed to customary standstill provisions for the period ending on the second anniversary of the Merger.
The Stockholders Agreement shall automatically terminate upon the last to occur of (i) the first anniversary of the closing of the Merger, and (ii) the date at which the Stockholders cease to beneficially own, in the aggregate, at least 10% of the total voting power of the outstanding capital stock of MasterCraft.
The foregoing description of the Stockholders Agreement does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the full text of the Stockholders Agreement, which is filed as Exhibit D hereto and is incorporated herein by reference. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | See the cover pages to this Amendment. |
| (b) | Mr. Thomas Claiborne does not beneficially own any shares of Company Common Stock.
Mr. Paul Morton beneficially owns 900 shares of Company Common Stock (0.0%) as to which shares he has sole voting and dispositive power.
The 1976 RRR Trusts beneficially own 33,320 shares of Company Common Stock (0.1%). They have sole voting and dispositive power with respect to 33,320 shares.
WNEG Management Company, LLC beneficially owns 327,258 shares of Company Common Stock (0.9%). It has sole voting and dispositive power with respect to zero shares, and shared voting and dispositive power with respect to 327,258 shares. These shares include 327,258 shares of Company Common Stock held by WNEG Investments, L.P.
Ryan M. Harding does not beneficially own any shares of Common Stock.
Each of Gary W. Rollins, Amy R. Kreisler, Pamela R. Rollins and Timothy C. Rollins (together, the "Group") have agreed to act in concert with respect to shares of Common Stock beneficially owned by each of them by exercising their respective direct or indirect dispositive power and their respective direct or indirect voting power in concert with the other members of the Group. By virtue of such agreement, the Group and certain persons affiliated with the members of the Group may be deemed to be acting as a group for purposes of Rule 13d-3 under the Exchange Act. The reporting persons have agreed to file this Amendment jointly as a group pursuant to Rule 13d-1(k) under the Exchange Act. The reporting persons, acting collectively as a group, have beneficial ownership of 24,353,278 shares of Common Stock (69.6%). |
| (c) | Except as previously noted in the Schedule 13D, as amended, no transactions in Company common stock were effected by, or with respect to, the reporting persons and the other persons listed in Item 2 within 60 days of the date hereof. |
| (d) | None. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| | See the Schedule 13D, as amended, for historical information. The information set forth in Item 4 hereof is hereby incorporated by reference into this Item 6. Except as disclosed in the Schedule 13D, as amended, 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) (incorporated by reference to Exhibit A to Amendment No. 11).
(B) Voting Agreement, dated as of February 5, 2026, by and between MasterCraft Boat Holdings, Inc., Marine Products Corporation and each person identified on Exhibit A attached thereto.
(C) Registration Rights Agreement, dated as of February 5, 2026, by and between MasterCraft Boat Holdings, Inc.and LOR, Inc.
(D) Stockholders Agreement, dated as of February 5, 2026, by and between MasterCraft Boat Holdings, Inc. and each person identified on Exhibit A attached thereto.
See the Schedule 13D, as amended, for historical information. |
