Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE 13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 7)
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)
|
|
September
30, 2020 and October 19, 2020
|
|
(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
30
|
|
1
|
Name of
Reporting Person
Estate
of 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
1,101,971
|
|
|
8
|
Shared
Voting Power
0
|
|
|
9
|
Sole
Dispositive Power
1,101,971
|
|
|
10
|
Shared
Dispositive Power
0
|
|
|
11
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
1,101,971
|
|
|
12
|
Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
|
☐
|
|
13
|
Percent
of Class Represented by Amount in Row (11)
3.3
percent
|
|
|
14
|
Type of
Reporting Person
IN
|
|
|
CUSIP
No. 568427 10 8
|
Page
3 of
30
|
|
1
|
Name of
Reporting 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
726,801
|
|
|
8
|
Shared
Voting Power
23,583,579*
|
|
|
9
|
Sole
Dispositive Power
726,801
|
|
|
10
|
Shared
Dispositive Power
23,583,579*
|
|
|
11
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
24,310,380*
|
|
|
12
|
Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
|
☐
|
|
13
|
Percent
of Class Represented by Amount in Row (11)
71.8
percent*
|
|
|
14
|
Type of
Reporting Person
IN
|
|
*
Includes the following shares of Company common
stock: (a) 261,047 shares held
in a charitable trust of which he is a co-trustee and as to which
he shares voting and investment power; (b) 19,121,663 shares held by LOR, Inc., a Georgia
corporation, (Mr. Gary W. Rollins is an officer and director
of LOR, Inc., and has a 50% voting interest in it.); (c) 297,913
shares held by RFT Investment Company, LLC, (LOR, Inc. is the
manager of RFT Investment Company, LLC); (d) 16,597 shares held by
LOR Investment Company, LLC, a Georgia limited liability company,
(LOR Investment Company, LLC is member managed, and LOR, Inc. holds
a majority of all voting interests in LOR Investment Company, LLC);
(e) 343,479 shares held by Rollins Holding Company, Inc., a Georgia
corporation, (Mr. Gary W. Rollins is an officer and director
of Rollins Holding Company, Inc., and has a 50% voting interest in
it.); (f) 1,065,475 shares held by RCTLOR, LLC, a Georgia limited
liability company, (LOR, Inc. is the managing member of RCTLOR,
LLC); (g) 39,586 shares held by 1997 RRR Grandchildren’s
Partnership, a Georgia general partnership, the partners of which
are multiple trusts benefiting the grandchildren and more remote
descendants of his brother, Mr. R. Randall Rollins, (Mr. Gary W.
Rollins is a trustee of each such trust); (h) 327,258 shares
held by WNEG Investments, L.P., a Georgia limited partnership, (Mr.
Gary Rollins is the sole member of
|
CUSIP
No. 568427 10 8
|
Page 4
of 30
|
the
sole general partner of WNEG Investments, L.P.); (i) 219,149 shares held by two revocable trusts
established by Mr. Gary W. Rollins, as to each of which he is the
sole trustee; (j) 609,792 shares held by two trusts (the
“Rollins Family Trusts”) for the benefit of the
children and/or more remote descendants of his brother, Mr. R.
Randall Rollins; (k) 156,838
shares held by RFA Management Company, LLC, a Georgia
limited liability company, the manager of which is LOR, Inc.;
(l) 15 shares held by RFPS
Investments III, L.P. (The general partner of RFPS Investments III,
L.P. is LOR Investment Company, LLC.); (m) 22,796 shares held by the R. Randall Rollins
2012 Trust; and (n) 1,101,971 shares currently held by the Estate of R. Randall
Rollins, which shares are expected to be transferred within sixty
days to the R. Randall Rollins 2012 Trust (The trustee of each of
the Rollins Family Trusts and the R. Randall Rollins 2012 Trust is
a corporation over which Mr. Gary W. Rollins has the ability to
assert control within sixty days). It is expected that the R.
Randall Rollins 2012 Trust will distribute all of its Company
shares within sixty days of receipt of shares from the Estate. 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
5 of
30
|
|
1
|
Name of
Reporting 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
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
156,838
|
|
|
8
|
Shared
Voting Power
0
|
|
|
9
|
Sole
Dispositive Power
156,838
|
|
|
10
|
Shared
Dispositive Power
0
|
|
|
11
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
156,838
|
|
|
12
|
Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
|
☐
|
|
13
|
Percent
of Class Represented by Amount in Row (11)
0.5
percent
|
|
|
14
|
Type of
Reporting Person
OO
|
|
|
CUSIP
No. 568427 10 8
|
Page
6 of
30
|
|
1
|
Name of
Reporting 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
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
15
|
|
|
8
|
Shared
Voting Power
0
|
|
|
9
|
Sole
Dispositive Power
15
|
|
|
10
|
Shared
Dispositive Power
0
|
|
|
11
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
15
|
|
|
12
|
Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
|
☐
|
|
13
|
Percent
of Class Represented by Amount in Row (11)
0.0
percent
|
|
|
14
|
Type of
Reporting Person
PN
|
|
|
CUSIP
No. 568427 10 8
|
Page
7 of
30
|
|
1
|
Name of
Reporting Person
LOR,
Inc.
|
|
|
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
19,121,663
|
|
|
8
|
Shared
Voting Power
1,536,838*
|
|
|
9
|
Sole
Dispositive Power
19,121,663
|
|
|
10
|
Shared
Dispositive Power
1,536,838*
|
|
|
11
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
20,658,501*
|
|
|
12
|
Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
|
☐
|
|
13
|
Percent
of Class Represented by Amount in Row (11)
61.0
percent*
|
|
|
14
|
Type of
Reporting Person
CO
|
|
*
Includes the following shares of Company common
stock: (a) 156,838 shares held by RFA Management Company,
LLC, a Georgia limited liability company, the manager of which is
LOR, Inc.; (b) 297,913 shares held by
RFT Investment Company, LLC. (LOR, Inc. is the manager of RFT
Investment Company, LLC); (c) 16,597 shares held by LOR Investment
Company, LLC, a Georgia limited liability company, (LOR Investment
Company, LLC is member managed, and LOR, Inc. holds a majority of
all voting interests in LOR Investment Company, LLC), (d) 1,065,475
shares held by RCTLOR, LLC, a Georgia limited liability company,
(LOR, Inc. is the managing member of RCTLOR, LLC); and (e)
15 shares held by RFPS Investments III, L.P. The general partner of
RFPS Investments III, L.P. is LOR Investment Company, LLC.
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
30
|
|
1
|
Name of
Reporting 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
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
16,597
|
|
|
8
|
Shared
Voting Power
15*
|
|
|
9
|
Sole
Dispositive Power
16,597
|
|
|
10
|
Shared
Dispositive Power
15*
|
|
|
11
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
16,612*
|
|
|
12
|
Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
|
☐
|
|
13
|
Percent
of Class Represented by Amount in Row (11)
0.0
percent
|
|
|
14
|
Type of
Reporting Person
OO
|
|
* Includes 15 shares held by RFPS Investments III, L.P. The general
partner of RFPS Investments III, L.P. is LOR Investment Company,
LLC.
|
CUSIP
No. 568427 10 8
|
Page 9
of 30
|
|
1
|
Name of
Reporting Person
RFT
Investment Company, LLC
|
|
|
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
297,913
|
|
|
8
|
Shared
Voting Power
0
|
|
|
9
|
Sole
Dispositive Power
297,913
|
|
|
10
|
Shared
Dispositive Power
0
|
|
|
11
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
297,913
|
|
|
12
|
Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
|
☐
|
|
13
|
Percent
of Class Represented by Amount in Row (11)
0.9
percent
|
|
|
14
|
Type of
Reporting Person
OO
|
|
|
CUSIP
No. 568427 10 8
|
Page
10 of
30
|
|
1
|
Name of
Reporting Person
Rollins
Holding Company, Inc.
|
|
|
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
343,479
|
|
|
8
|
Shared
Voting Power
0
|
|
|
9
|
Sole
Dispositive Power
343,479
|
|
|
10
|
Shared
Dispositive Power
0
|
|
|
11
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
343,479
|
|
|
12
|
Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
|
☐
|
|
13
|
Percent
of Class Represented by Amount in Row (11)
1.0
percent
|
|
|
14
|
Type of
Reporting Person
CO
|
|
|
CUSIP
No. 568427 10 8
|
Page
11 of
30
|
|
1
|
Name of
Reporting Person
The R.
Randall Rollins Voting Trust U/A dated August 25, 1994
|
|
|
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
79
|
|
|
8
|
Shared
Voting Power
0
|
|
|
9
|
Sole
Dispositive Power
79
|
|
|
10
|
Shared
Dispositive Power
0
|
|
|
11
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
79
|
|
|
12
|
Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
|
☐
|
|
13
|
Percent
of Class Represented by Amount in Row (11)
0.0
percent
|
|
|
14
|
Type of
Reporting Person
OO
|
|
|
CUSIP
No. 568427 10 8
|
Page
12 of
30
|
|
1
|
Name of
Reporting Person
The
Gary W. Rollins Voting Trust U/A dated September 14,
1994
|
|
|
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
79
|
|
|
8
|
Shared
Voting Power
0
|
|
|
9
|
Sole
Dispositive Power
79
|
|
|
10
|
Shared
Dispositive Power
0
|
|
|
11
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
79
|
|
|
12
|
Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
|
☐
|
|
13
|
Percent
of Class Represented by Amount in Row (11)
0.0
percent
|
|
|
14
|
Type of
Reporting Person
OO
|
|
|
CUSIP
No. 568427 10 8
|
Page
13 of
30
|
|
1
|
Name of
Reporting Person
RCTLOR,
LLC
|
|
|
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
1,065,475
|
|
|
8
|
Shared
Voting Power
0
|
|
|
9
|
Sole
Dispositive Power
1,065,475
|
|
|
10
|
Shared
Dispositive Power
0
|
|
|
11
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
1,065,475
|
|
|
12
|
Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
|
☐
|
|
13
|
Percent
of Class Represented by Amount in Row (11)
3.1
percent
|
|
|
14
|
Type of
Reporting Person
OO
|
|
|
CUSIP
No. 568427 10 8
|
Page
14 of
30
|
|
1
|
Name of
Reporting Person
1997
RRR Grandchildren’s Partnership
|
|
|
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
39,586
|
|
|
8
|
Shared
Voting Power
0
|
|
|
9
|
Sole
Dispositive Power
39,586
|
|
|
10
|
Shared
Dispositive Power
0
|
|
|
11
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
39,586
|
|
|
12
|
Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
|
☐
|
|
13
|
Percent
of Class Represented by Amount in Row (11)
0.1
percent
|
|
|
14
|
Type of
Reporting Person
PN
|
|
|
CUSIP
No. 568427 10 8
|
Page 15
of 30
|
|
1
|
Name of
Reporting Person
2007
GWR Grandchildren’s Partnership
|
|
|
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
71,089
|
|
|
8
|
Shared
Voting Power
0
|
|
|
9
|
Sole
Dispositive Power
71,089
|
|
|
10
|
Shared
Dispositive Power
0
|
|
|
11
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
71,089
|
|
|
12
|
Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
|
☐
|
|
13
|
Percent
of Class Represented by Amount in Row (11)
0.2
percent
|
|
|
14
|
Type of
Reporting Person
PN
|
|
|
CUSIP
No. 568427 10 8
|
Page 16
of 30
|
|
1
|
Name of
Reporting Person
The
Gary W. Rollins Revocable Trust
|
|
|
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
219,070
|
|
|
8
|
Shared
Voting Power
0
|
|
|
9
|
Sole
Dispositive Power
219,070
|
|
|
10
|
Shared
Dispositive Power
0
|
|
|
11
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
219,070
|
|
|
12
|
Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
|
☐
|
|
13
|
Percent
of Class Represented by Amount in Row (11)
0.6
percent
|
|
|
14
|
Type of
Reporting Person
OO
|
|
|
CUSIP
No. 568427 10 8
|
Page
17 of
30
|
|
1
|
Name of
Reporting Person
WNEG
Investments, L.P.
|
|
|
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
327,258
|
|
|
8
|
Shared
Voting Power
0
|
|
|
9
|
Sole
Dispositive Power
327,258
|
|
|
10
|
Shared
Dispositive Power
0
|
|
|
11
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
327,258
|
|
|
12
|
Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
|
☐
|
|
13
|
Percent
of Class Represented by Amount in Row (11)
1.0
percent
|
|
|
14
|
Type of
Reporting Person
PN
|
|
|
CUSIP
No. 568427 10 8
|
Page
18 of
30
|
|
1
|
Name of
Reporting Person
The R.
Randall Rollins 2012 Trust
|
|
|
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
22,796
|
|
|
8
|
Shared
Voting Power
1,101,971*
|
|
|
9
|
Sole
Dispositive Power
22,796
|
|
|
10
|
Shared
Dispositive Power
1,101,971*
|
|
|
11
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
1,124,767*
|
|
|
12
|
Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
|
☐
|
|
13
|
Percent
of Class Represented by Amount in Row (11)
3.3
percent
|
|
|
14
|
Type of
Reporting Person
OO
|
|
*
Includes 1,101,971 shares held by the Estate of R. Randall Rollins,
which shares are expected to be
transferred within sixty days to the R. Randall Rollins 2012 Trust.
It is expected that the R. Randall Rollins 2012 Trust will
distribute all of its Company shares within sixty days of receipt
of shares from the Estate.
|
CUSIP
No. 568427 10 8
|
Page
19 of
30
|
Item
1.
Security and Issuer
This
Amendment No. 8 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, Amendment No. 4 filed on November 15,
2016, Amendment No. 5 filed on August 7, 2019, Amendment No. 6
filed on July 2, 2020, and Amendment No. 7 filed on August 21, 2020
(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, Suite 300
Atlanta, Georgia
30329
Item
2.
Identity and Background
1.
The Estate of R.
Randall Rollins 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.
(d)
None.
(e)
None.
2.
(a) Gary
W. Rollins is a reporting person filing this
statement.
(b)
His principal
business address is 2170 Piedmont Road, N.E., Atlanta, Georgia
30324.
(c)
His principal
occupation is 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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No. 568427 10 8
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Page
20 of
30
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3.
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.
4.
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.
5.
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.
6.
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.
7.
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.
(d)
None.
(e)
None.
8.
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.
(d)
None.
(e)
None.
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No. 568427 10 8
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Page
21 of
30
|
9.
The R. Randall
Rollins Voting Trust U/A dated August 25, 1994 (the “RRR
Voting Trust”) is a reporting person filing this statement.
RRR Voting Trust is a revocable trust established by R. Randall
Rollins, the current beneficiary of which is his spouse. Amy R.
Kreisler, Pamela R. Rollins, and Timothy C. Rollins are co-trustees
of RRR Voting Trust. The principal business address of RRR Voting
Trust is c/o RFA Management Company, LLC, 1908 Cliff Valley Way NE,
Atlanta, Georgia 30329.
(d)
None.
(e)
None.
10.
The Gary W. Rollins
Voting Trust U/A dated September 14, 1994 (the “GWR Voting
Trust”) is a reporting person filing this statement. GWR
Voting Trust is a revocable trust established by and for the
benefit of Gary W. Rollins. Gary W. Rollins is the sole trustee of
GWR Voting Trust. The principal business address of GWR Voting
Trust is c/o RFA Management Company, LLC, 1908 Cliff Valley Way NE,
Atlanta, Georgia 30329.
(d)
None.
(e)
None.
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.
(d)
None.
(e)
None.
12.
1997 RRR
Grandchildren’s Partnership is a reporting person filing this
statement. It is a Georgia general 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.
(d)
None.
(e)
None.
13.
2007 GWR
Grandchildren’s Partnership is a reporting person filing this
statement. It is a Georgia general 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.
(d)
None.
(e)
None.
14.
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.
(d)
None.
(e)
None.
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No. 568427 10 8
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Page
22 of
30
|
15.
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.
(d)
None.
(e)
None.
16.
The R. Randall
Rollins 2012 Trust is a reporting person filing this statement. It
is a Georgia trust established by R. Randall Rollins for the
benefit of certain of his family members and/or a charitable trust.
The trustee of the R. Randall Rollins
2012 Trust is a corporation over which Mr. Gary W. Rollins has the
ability to assert control within sixty days. The principal
business address of The R. Randall Rollins 2012 Trust is c/o RFA
Management Company, LLC, 1908 Cliff Valley Way NE, Atlanta, Georgia
30329.
(d)
None.
(e)
None.
17.
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.
(d)
None.
(e)
None.
18.
(a)
Thomas Hamilton
Claiborne is a director of LOR, Inc., which is a reporting person
filing this statement.
(b)
His address is 15 Ellensview Ct., Richmond, VA 23226.
(c)
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.
(d)
None.
(e)
None.
(f)
United
States.
19.
(a)
Amy R. Kreisler is
a director of LOR, Inc., which is a reporting person filing this
statement.
(b)
Her business
address is 1908 Cliff Valley Way NE, Atlanta, GA
30329.
(c)
Her principal
occupation is 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.
|
CUSIP
No. 568427 10 8
|
Page
23 of
30
|
(d)
None.
(e)
None.
(f)
United
States.
20.
(a)
Paul Morton is a
director of LOR, Inc., which is a reporting person filing this
statement.
(b)
His business
address is 3620 Happy Valley Road, Suite 202, Lafayette, CA
94549.
(c)
His principal
occupation is 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.
21.
(a)
Pamela R. Rollins
is a director of LOR, Inc., which is a reporting person filing this
statement.
(b)
Her business
address is 1908 Cliff Valley Way NE, Atlanta, GA
30329.
(c)
Her principal
occupation is as Board member for Young Harris College, and 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.
(d)
None.
(e)
None.
(f)
United
States.
22.
(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)
His principal
occupation is 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.
|
CUSIP
No. 568427 10 8
|
Page
24 of
30
|
23.
Nine family trusts
(the “1976 RRR Trusts”) are the general partners of
1997 RRR Grandchildren’s Partnership, which is a reporting
person filing this statement. The 1976 RRR Trusts are irrevocable
trusts established by R. Randall Rollins for the benefit of his
grandchildren and more remote descendants. Gary W. Rollins is a
trustee of the 1976 RRR Trusts and exercises 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.
(d)
None.
(e)
None.
24.
Four family trusts
(the “1976 GWR Trusts”) are the general partners of
2007 GWR Grandchildren’s Partnership, which is a reporting
person filing this statement. The 1976 GWR Trusts are irrevocable
trusts established by Gary W. Rollins for the benefit of his
grandchildren and more remote descendants. The principal business
address of the 1976 GWR Trusts is c/o RFA Management Company, LLC,
1908 Cliff Valley Way NE, Atlanta, Georgia 30329.
(d)
None.
(e)
None.
25.
(a)
Donald P. Carson is
a director and the Secretary and Treasurer of LOR, Inc., which is a
reporting person filing this statement. He is also a director and
the Secretary and Treasurer of Rollins Holding Company, Inc., which
is a reporting person filing this statement.
(b)
His business
address is 1908 Cliff Valley Way NE, Atlanta, GA
30329.
(c)
His principal
occupation is President, RFA Management Company, LLC, 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. On October 19,
2020, Mr. Gary Rollins ceased to be a trustee of the Ma-Ran
Foundation, and as a result, ceased to beneficially own the 96,498
shares of Company common stock owned by it. In addition, on
September 30, 2020, Mr. Gary W. Rollins declined to act as executor
of the Estate of R. Randall Rollins, and as a result, would have
ceased to beneficially own the 1,101,971 shares of Company common
stock owned by that Estate; however, it is expected that these
shares will be transferred by the
Estate within sixty days to the R. Randall Rollins 2012 Trust (The
trustee of the R. Randall Rollins 2012 Trust is a corporation over
which Mr. Gary W. Rollins has the ability to assert control within
sixty days. The corporation became the trustee of the R. Randall
Rollins 2012 Trust upon the death of R. Randall Rollins). It is
expected that the R. Randall Rollins 2012 Trust will distribute all
of its Company shares within sixty days of the receipt of shares
from the Estate. On December 8, 2020, Mr. Gary W. Rollins gifted
248,249 shares to a charitable trust of which he is a co-trustee
and as to which he shares voting and investment power. No
consideration was or is expected to be paid or received in
connection with any of these events.
|
CUSIP
No. 568427 10 8
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Page 25
of 30
|
Item
4.
Purpose of Transaction
See the
Schedule 13D, as amended.
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 beneficially owns 259,043 shares of Company Common
Stock (0.8%). She has sole voting and dispositive power with
respect to 162,545 shares, and shared voting and dispositive power
with respect to 96,498 shares. These shares include 96,498 shares
of Company Common Stock held in a charitable trust of which she is
a co-trustee and the Executive Director. Excludes 20,171 shares of
Company Common Stock held indirectly through two family limited
partnerships of which Ms. Kreisler is a general partner. Also
excludes 1,101,971 shares held by the Estate of R. Randall Rollins,
as to which Ms. Kreisler is a co-executor.
Mr.
Paul Morton beneficially owns 900 shares of Company Common Stock
(0.0%) as to which shares he has sole voting and dispositive
power.
Ms.
Pamela R. Rollins beneficially owns 212,851 shares of Company
Common Stock (0.6%). She has sole voting and dispositive power with
respect to 116,353 shares, and shared voting and dispositive power
with respect to 96,498 shares. These shares include 96,498 shares
of Company Common Stock held in a charitable trust of which she is
a co-trustee. Excludes 20,171 shares of Company Common Stock held
indirectly through two family limited partnerships of which Ms.
Rollins is a general partner. Also excludes 1,101,971 shares held
by the Estate of R. Randall Rollins, as to which Ms. Rollins is a
co-executor.
Mr.
Timothy C. Rollins beneficially owns 171,868 shares of Company
Common Stock (0.5%). He has sole voting and dispositive power with
respect to 75,086 shares, and shared voting and dispositive power
with respect to 96,782 shares. These shares include 96,498 shares
of Company Common Stock held in a charitable trust of which he is a
co-trustee. Also includes 284 shares of Company Common Stock held
by his wife, as to which Mr. Rollins disclaims any beneficial
interest. Excludes 20,171 shares of Company Common Stock held
indirectly through two family limited partnerships of which Mr.
Rollins is a general partner. Also excludes 1,101,971 shares held
by the Estate of R. Randall Rollins, as to which Mr. Rollins is a
co-executor.
The
1976 RRR Trusts beneficially own 39,586 shares of Company Common
Stock (0.1%). They have sole voting and dispositive power with
respect to zero shares, and shared voting and dispositive power
with respect to 39,586 shares. These shares include 39,586 shares
of Company Common Stock held by 1997 RRR Grandchildren’s
Partnership.
The
1976 GWR Trusts beneficially own 71,089 shares of Company Common
Stock (0.2%). They have sole voting and dispositive power with
respect to zero shares, and shared voting and dispositive power
with respect to 71,089 shares. These shares include 71,089 shares
of Company Common Stock held by 2007 GWR Grandchildren’s
Partnership.
WNEG
Management Company, LLC beneficially owns 327,258 shares of Company
Common Stock (1.0%). 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.
|
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No. 568427 10 8
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Page
26 of
30
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Mr.
Donald P. Carson beneficially owns 261,047 shares of Company Common
Stock (0.8%). He has sole voting and dispositive power with respect
to zero shares, and shared voting and dispositive power with
respect to 261,047 shares. These shares include 261,047 shares of
Company Common Stock held in a charitable trust of which he is a
co-trustee.
(c)
Except
as noted in Item 3 above, 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)
Because Mr. Gary W.
Rollins declined to act as the executor of the Estate of Randall R.
Rollins, the Estate is no longer a part of the group filing this
Amendment and is not the beneficial owner of in excess of 5% of the
Company’s common stock. In addition, upon the death of R.
Randall Rollins, the R. Randall Rollins 2012 Trust ceased to be a
part of the group filing this Amendment and is not the beneficial
owner of in excess of 5% of the Company’s common
stock.
Item 6.
Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
See the
Schedule 13D, as amended, for historical information. 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
See the
Schedule 13D, as amended, for historical information.
(A)
Agreement of filing
persons relating to filing of joint statement per Rule
13d-1(k).
See the
Schedule 13D, as amended, for historical information.
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CUSIP
No. 568427 10 8
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Page 27
of 30
|
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.
/s/
Gary W. Rollins
Date: December 9,
2020
GARY W. ROLLINS, individually, and
As President of LOR, Inc., in its capacity as Manager
of
RFT INVESTMENT COMPANY, LLC, and
As President of LOR, Inc., in its capacity as Manager
of
RFA MANAGEMENT COMPANY, LLC, and
As President of LOR, Inc., in its capacity as Class A Member
of
LOR Investment Company, LLC, in its capacity as General Partner
of
RFPS INVESTMENTS III, L.P., and
As President of LOR, Inc., in its capacity as Class A Member
of
LOR INVESTMENT COMPANY, LLC, and
As President of
ROLLINS HOLDING COMPANY, INC., and
As Trustee of
GARY W. ROLLINS VOTING TRUST U/A
DATED SEPTEMBER 14, 1994, and
As President of LOR, Inc., in its capacity as Manager
of
RCTLOR, LLC, and
As President of
LOR, INC., and
As Co-Trustee of the 1976 RRR Trusts,
each in its capacity as a General Partner of
1997 RRR GRANDCHILDREN’S PARTNERSHIP, and
As Trustee of
GARY W. ROLLINS REVOCABLE TRUST, and
As Sole Manager and Member of
WNEG Management Company, LLC, in its
Capacity as General Partner of
WNEG INVESTMENTS, L.P., and
As President of Nevada Oversight, Inc.,
in its Capacity as Trustee of
R. RANDALL ROLLINS 2012 TRUST
|
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No. 568427 10 8
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Page
28 of
30
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R. RANDALL ROLLINS VOTING TRUST U/A
DATED AUGUST 25, 1994
By:
/s/ Amy R. Kreisler
Date: December 9, 2020
Amy
R. Kreisler, trustee
2007 GWR GRANDCHILDREN’S PARTNERSHIP
By:
/s/ Donald P.
Carson
Date: December 9, 2020
Donald
P. Carson, as co-trustee of the
1976
GWR Trusts, each a General Partner
ESTATE OF R. RANDALL ROLLINS
By:
/s/ Amy R.
Kreisler
Date: December 9, 2020
Amy
R. Kreisler, Co-Executor
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No. 568427 10 8
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Page
29 of
30
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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.
/s/
Gary W. Rollins
Date: December 9,
2020
GARY W. ROLLINS, individually, and
As President of LOR, Inc., in its capacity as Manager
of
RFT INVESTMENT COMPANY, LLC, and
As President of LOR, Inc., in its capacity as Manager
of
RFA MANAGEMENT COMPANY, LLC, and
As President of LOR, Inc., in its capacity as Class A Member
of
LOR Investment Company, LLC, in its capacity as General Partner
of
RFPS INVESTMENTS III, L.P., and
As President of LOR, Inc., in its capacity as Class A Member
of
LOR INVESTMENT COMPANY, LLC, and
As President of
ROLLINS HOLDING COMPANY, INC., and
As Trustee of
GARY W. ROLLINS VOTING TRUST U/A
DATED SEPTEMBER 14, 1994, and
As President of LOR, Inc., in its capacity as Manager
of
RCTLOR, LLC, and
As President of
LOR, INC., and
As Co-Trustee of the 1976 RRR Trusts,
each in its capacity as a General Partner of
1997 RRR GRANDCHILDREN’S PARTNERSHIP, and
As Trustee of
GARY W. ROLLINS REVOCABLE TRUST, and
As Sole Manager and Member of
WNEG Management Company, LLC, in its
Capacity as General Partner of
WNEG INVESTMENTS, L.P., and
As President of Nevada Oversight, Inc.,
in its Capacity as Trustee of
R. RANDALL ROLLINS 2012 TRUST
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No. 568427 10 8
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R. RANDALL ROLLINS VOTING TRUST U/A
DATED AUGUST 25, 1994
By:
/s/ Amy R. Kreisler
Date: December 9, 2020
Amy
R. Kreisler, trustee
2007 GWR GRANDCHILDREN’S PARTNERSHIP
By:
/s/ Donald P.
Carson
Date: December 9,
2020
Donald
P. Carson, as co-trustee of the
1976
GWR Trusts, each a General Partner
ESTATE OF R. RANDALL ROLLINS
By:
/s/ Amy R.
Kreisler
Date: December 9, 2020
Amy
R. Kreisler, Co-Executor