Exhibit (a)(1)(f)
Addendum to Offer to Purchase dated August 26, 2016
Updated as of September 13, 2016
The Offer to Purchase (“Offer to Purchase”) attached to the Schedule TO (“Schedule TO”) of Marine Products Corporation (the “Company”) filed on August 26, 2016, is amended as indicated below. Except as expressly set forth herein, this Amendment does not reflect events occurring after the date of the Schedule TO or modify or update any of the other disclosures contained therein in any way other than as required to reflect the amendments discussed below.
2. | Purpose of the Offer; Certain Effects of the Offer |
Section 2 is amended to add the following:
Based on our records and information provided to us by our affiliates, directors and executive officers, neither we nor, to the best of our knowledge, any of our affiliates, directors or executive officers, have any plans related to the events discussed on p. 14 of the Offer to Purchase.
9. | Source and Amount of Funds |
Section 9 is amended to read as follows:
We will use cash flow from operations and funds from selling our marketable securities to fund the purchase of the shares tendered in the Offer and to pay fees and expenses related to the Offer. Assuming that the Offer is fully subscribed for 3,200,000 shares, we expect the aggregate purchase price for the shares, together with all related fees and expenses, to be approximately $29.1 million ($31.8 million if the Offer is increased to 3,500,000 shares). For the second quarter of 2016, we had positive cash flow from operations of approximately $10.8 million. As of June 30, 2016 we held highly liquid short-term and long-term marketable securities with an aggregate market value of $47.4 million. We do not have an alternative plan for financing the tender offer due to the sufficiency of funds that will be available from the sale of such marketable securities. The Offer is not conditioned upon financing, although the Offer is subject to certain conditions. See Section 7.
11. | Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares |
Section 11 is amended to add the following:
Listed below are the names and addresses of the Officers, Directors and holders of more than 5% of the common stock of the Company:
R. Randall Rollins
Chairman of the Board
2170 Piedmont Road, NE
Atlanta, Georgia 30324
Gary W. Rollins
Vice Chairman and Chief Executive Officer, Rollins, Inc.
2170 Piedmont Road, NE
Atlanta, Georgia 30324
Gamco Investors, Inc.
One Corporate Center
Rye, NY 10580
Richard A. Hubbell
President and Chief Executive Officer
2801 Buford Highway NE, Suite 520
Atlanta, Georgia 30329
Ben M. Palmer
Vice President, Chief Financial Officer and Treasurer
2801 Buford Highway NE, Suite 520
Atlanta, Georgia 30329
Linda H. Graham
Vice President and Secretary
2170 Piedmont Road, NE
Atlanta, Georgia 30324
Bill J. Dismuke
Director
2170 Piedmont Road, NE
Atlanta, Georgia 30324
Larry Prince
Director
2170 Piedmont Road, NE
Atlanta, Georgia 30324
Henry Tippie
Director
2170 Piedmont Road, NE
Atlanta, Georgia 30324
James B. Williams
Director
2170 Piedmont Road, NE
Atlanta, Georgia 30324