UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-K/A
Amendment No. 1
[X] Annual report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For The Fiscal Year Ended December 31, 2001
Commission File No. 1-16263
MARINE PRODUCTS CORPORATION
Delaware 58-2572419
(State of Incorporation) (I.R.S. Employer Identification No.
2170 Piedmont Road, N.E.
Atlanta, Georgia 30324
(404) 321-7910
Securities registered pursuant to Section
12(b) of the Act:
Title of each class Name of each exchange on which registered
Common Stock, $0.10 Par Value American Stock Exchange
(17,284,500 shares outstanding
as of February 26, 2002)
The aggregate market value of shares of common stock held by non-affiliates at
February 26, 2002 was $44,739,422.
Securities registered pursuant to section
12(g) of the Act:
None
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. [X] Yes [ ] No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
Documents Incorporated by Reference
Portions of the Proxy Statement for the 2002 Annual Meeting of Stockholders of
Marine Products Corporation are incorporated by reference into Part III, Items
10 through 13 of this report.
Explanatory Note: The undersigned registrant hereby amends its Form 10-K for the
year ended December 31, 2001. This Amendment No. 1 on Form 10-K/A is being filed
to include, as Exhibit 99.1, a letter to the Commission that the registrant has
received the required representations from its independent auditors, Arthur
Andersen LLP, as required under Temporary Final Rule and Final Rule:
Requirements for Arthur Andersen LLP Auditing Clients, Temporary Note 3T,
effective March 18, 2002.
The registrant hereby amends Item 14 of the Form 10-K as follows:
Item 14. Exhibits, Financial Statement schedules, and reports on Form 8-K
The following documents are filed as part of this report.
FINANCIAL STATEMENTS
Consolidated Balance Sheets as of December 31, 2001 and 2000 22
Consolidated Statements of Income for the three years ended December 31, 2001 23
Consolidated Statements of Stockholders' Equity for the three years ended December 31, 2001 23
Consolidated Statements of Cash Flows for the three years ended December 31, 2001 24
Notes to Consolidated Financial Statements 25
SCHEDULES
Schedule II-Valuation and Qualifying Accounts 39
EXHIBITS
Exhibit
Number Description
- ------- -----------------------------------------------------------------
3.1 Articles of Incorporation of Marine Products Corporation
(incorporated here in by reference to exhibit 3.1 to the Form 10
filed on February 13, 2001).
3.2 Bylaws of Marine Products Corporation (incorporated herein by
reference to Exhibit 3.2 to the Form 10 filed on February 13,
2001).
4 Form of Common Stock Certificate of Marine Products Corporation
(incorporated herein by reference to Exhibit 4.1 to the Form 10
filed on February 13, 2001).
10.1 Marine Products Corporation 2001 Employee Stock Incentive Plan
(incorporated herein by reference to Exhibit 10.1 to the Form 10
filed on February 13, 2001).
10.2 Agreement Regarding Distribution and Plan of Reorganization,
dated February 12 2001, by and between RPC, Inc. and Marine
Products Corporation (incorporated herein by reference to Exhibit
10.2 to the Form 10 filed on February 13, 2001).
10.3 Employee Benefits Agreement, dated February 12, 2001, by and
between RPC, Inc., Chaparral Boats, Inc. and Marine Products
Corporation (incorporated herein by reference to Exhibit 10.3 to
the Form 10 filed on February 13, 2001).
10.4 Transition Support Services Agreement, dated February 12, 2001,
by and between RPC, Inc. and Marine Products Corporation
(incorporated herein by reference to Exhibit 10.4 to the Form 10
filed on February 13, 2001).
2
10.5 Tax Sharing Agreement, dated February 12, 2001, by and between
RPC, Inc. and Marine Products Corporation (incorporated herein by
reference to Exhibit 10.5 to the Form 10 filed on February 13,
2001).
10.6 Compensation Agreement between James A. Lane, Jr. and Chaparral
Boats, Inc. (incorporated herein by reference to Exhibit 10.6 to
the Form 10 filed on February 13, 2001).
21* Subsidiaries of Marine Products Corporation.
23* Consent of Arthur Andersen LLP.
24* Powers of Attorney for Directors
99.1** Letter dated March 27, 2002, from RPC, Inc. ("RPC") to the
Securities and Exchange Commission stating that RPC has received
certain representations from its independent public accountants,
Arthur Andersen LLP.
- -------------------
* Previously filed.
** Filed herewith.
REPORTS ON FORM 8-K.
No reports on Form 8-K were required to be filed by Marine Products for the
quarter ended December 31, 2001. Any schedules or exhibits not shown above have
been omitted because they are not applicable.
3
SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS
MARINE PRODUCTS CORPORATION and Subsidiaries (in thousands of dollars)
For the years ended December 31, 2001, 2000, and 1999
Balance at Charged to Net Balance
Beginning Cost and (Write-Offs)/ at End of
Description of Period Expenses Recoveries Period
- ------------------------------------------------ -------------- --------------- ------------------ -----------------
Year ended December 31, 2001 $ 67 $ --- $ ---- $ 67
Allowance for Doubtful Accounts
Year ended December 31, 2000 $ 69 $ --- $ (2) $ 67
Allowance for Doubtful Accounts
Year ended December 31, 1999 $ 77 $ --- $ (8) $ 69
Allowance for Doubtful Accounts
4
SIGNATURES
Pursuant to the requirements of Section 13 of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
MARINE PRODUCTS CORPORATION
Dated: March 27, 2002 By: /s/ Ben Palmer
-----------------------------------------
Ben Palmer
Vice President, Chief Financial Officer
and Treasurer
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