t1602048-scto_DIV_14-ex_a1e - none

Exhibit (a)(1)(E)

OFFER TO PURCHASE FOR CASH
BY
MARINE PRODUCTS CORPORATION
OF UP TO 3,200,000 OF ITS OUTSTANDING COMMON SHARES
AT A PURCHASE PRICE OF $9.00 PER SHARE

THE TENDER OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M.,
NEW YORK CITY TIME, ON NOVEMBER 1, 2016, UNLESS THE TENDER OFFER IS EXTENDED.

August 26, 2016

To Our Clients:

Enclosed for your consideration are the Offer to Purchase, dated August 26, 2016, and the related Letter of Transmittal, in connection with the tender offer by Marine Products Corporation, a Delaware corporation (the “Company”), to purchase up to 3,200,000 shares of its common stock, par value $0.10 per share, at a purchase price of $9.00 per share, in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase and the related Letter of Transmittal which, as amended and supplemented from time to time, together constitute the tender offer. Unless the context otherwise requires, all references to shares shall refer to the shares of common stock, par value $0.10 per share, of the Company.

Only shares properly tendered and not properly withdrawn will be purchased, upon the terms and subject to the conditions of the tender offer, including the “one share holder” priority, proration and conditional tender provisions thereof. Shares tendered but not purchased pursuant to the tender offer will be returned at the Company’s expense promptly after the expiration date. The Company reserves the right, in its sole discretion, to purchase up to 3,500,000 shares in the tender offer, subject to applicable law. See Section 1 of the Offer to Purchase.

If the number of shares properly tendered and not properly withdrawn prior to the expiration date is fewer than or equal to 3,200,000 shares, or such greater number of shares as the Company may elect to purchase, subject to applicable law, the Company will, upon the terms and subject to the conditions of the tender offer, purchase all such shares.

Upon the terms and subject to the conditions of the tender offer, if greater than 3,200,000 shares, or such greater number of shares as the Company may elect to purchase, subject to applicable law, have been properly tendered and not properly withdrawn prior to the expiration date, the Company will purchase properly tendered shares on the following basis. First, the Company will purchase all shares properly tendered and not properly withdrawn prior to the expiration date by any holder of one share only, whether beneficially or of record, and who (a) tenders such share, and (b) completes the section entitled “Holders of One Share Only” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery. Second, after the purchase of all of the shares tendered by holders of one share only, subject to the conditional tender provisions described in Section 6 of the Offer to Purchase, the Company will purchase all other shares properly tendered and not properly withdrawn prior to the expiration date, on a pro rata basis, with appropriate adjustments to avoid purchases of fractional shares, from all other stockholders who properly tender shares and do not properly withdraw them before the expiration of the tender offer. Third, only if necessary to permit the Company to purchase 3,200,000 shares (or such greater number of shares as the Company may elect to purchase, subject to applicable law), the Company will purchase shares conditionally tendered (for which the condition was not initially satisfied) and not properly withdrawn prior to the expiration date, by random lot, to the extent feasible. To be eligible for purchase by random lot, shareholders whose shares are conditionally tendered must have tendered all of their shares.

We are the owner of record of shares held for your account. As such, we are the only ones who can tender your shares, and then only pursuant to your instructions. WE ARE SENDING YOU THE LETTER OF TRANSMITTAL FOR YOUR INFORMATION ONLY; YOU CANNOT USE IT TO TENDER SHARES WE HOLD FOR YOUR ACCOUNT.

Please instruct us as to whether you wish us to tender any or all of the shares we hold for your account upon the terms and subject to the conditions of the tender offer.

We call your attention to the following:

The purchase price in the tender offer is $9.00 per share, in cash, less any applicable withholding taxes and without interest.

You should consult with your broker or other financial or tax advisor on the possibility of designating the priority in which your shares will be purchased in the event of proration.

The tender offer is not conditioned upon obtaining any minimum number of shares being tendered. The tender offer is, however, subject to certain other conditions (as defined in the Offer to Purchase).

The tender offer and withdrawal rights with respect to the tender offer will expire at 11:59 p.m., New York City time, on November 1, 2016, unless the tender offer is extended.

The tender offer is for 3,200,000 shares, constituting approximately 8.3% of the Company’s outstanding common stock as of August 19, 2016.

Tendering shareholders who are registered shareholders or who tender their shares directly to American Stock Transfer & Trust Company, LLC, the Depositary for the tender offer, will not be obligated to pay any brokerage commissions, solicitation fees, or, except as set forth in the Offer to Purchase and the Letter of Transmittal, stock transfer taxes with respect to the transfer and sale of shares to the Company pursuant to the tender offer.

If you own beneficially or of record one share only, and you tender such share, the Company, upon the terms and subject to the conditions of the tender offer, will accept such share for purchase before proration, if any, of the purchase of other shares properly tendered and not properly withdrawn.

If you wish to condition your tender on all or a minimum number of your shares being purchased by the Company, you may elect to do so by completing the section captioned “Conditional Tender” in the attached Instruction Form. If, because of proration, the minimum number of shares designated will not be purchased, the Company may accept conditional tenders by random lot, if necessary. However, to be eligible for purchase by random lot, you must have tendered all of your shares of common stock and checked the box so indicating.

The Company’s board of directors has approved the tender offer. However, neither the Company, the Company’s board of directors, the Depositary nor the Information Agent makes any recommendation to you as to whether to tender or refrain from tendering any shares. You should carefully evaluate all information in the Offer to Purchase and the related Letter of Transmittal, should consult with your own financial and tax advisors, and should make your own decisions about whether to tender shares, and, if so, how many shares to tender.

10.

The Company’s directors, executive officers and affiliates are entitled to participate in the tender offer on the same basis as all other shareholders. The Company expects that some of its directors and officers will participate in the tender offer. See Section 11 of the Offer to Purchase.

If you wish to have us tender any or all of your shares, please so instruct us by completing, executing, detaching and returning to us the attached Instruction Form as promptly as possible. If you authorize us to tender your shares, we will tender all such shares unless you specify otherwise on the attached Instruction Form.

All capitalized terms used and not defined herein shall have the same meanings as in the Offer to Purchase.

YOUR PROMPT ACTION IS REQUESTED. YOUR INSTRUCTION FORM SHOULD BE FORWARDED TO US IN AMPLE TIME TO PERMIT US TO SUBMIT A TENDER ON YOUR BEHALF BEFORE THE EXPIRATION DATE OF THE TENDER OFFER. PLEASE NOTE THAT THE TENDER OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON NOVEMBER 1, 2016, UNLESS THE COMPANY EXTENDS THE TENDER OFFER.

INSTRUCTION FORM WITH RESPECT TO THE
OFFER TO PURCHASE FOR CASH
BY
MARINE PRODUCTS CORPORATION
OF
UP TO 3,200,000 OF ITS OUTSTANDING COMMON SHARES
AT A PURCHASE PRICE OF $9.00 PER SHARE

The undersigned acknowledge(s) receipt of your letter and the enclosed Offer to Purchase, dated August 26, 2016, and the related Letter of Transmittal, in connection with the tender offer by Marine Products Corporation, a Delaware corporation (the “Company”), to purchase up to 3,200,000 shares of its common stock, par value $0.10 per share, at a purchase price of $9.00 per share, in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase and the related Letter of Transmittal which, as amended and supplemented from time to time, together constitute the tender offer.

The undersigned hereby instruct(s) you to tender to the Company the number of shares indicated below or, if no number is indicated, all shares you hold for the account of the undersigned, under the terms and subject to the conditions of the tender offer. The undersigned agrees to be bound by the terms of the Letter of Transmittal and that the Company may enforce its terms against the undersigned.

Number of shares to be tendered by you for the account of the undersigned: ___ shares*

Unless otherwise indicated, it will be assumed that all shares held by us for your account are to be tendered.

HOLDERS OF ONE SHARE ONLY
(See Instruction 13 of the Letter of Transmittal)

To be completed only if shares are being tendered by or on behalf of a person owning, beneficially or of record, one share only. The undersigned either (check one box):

☐

is the beneficial or record owner of one share only, which is being tendered; or

☐

is a broker, dealer, commercial bank, trust company, or other nominee that (a) is tendering one share with respect to which it is the record holder on behalf of the beneficial owner(s) thereof, and (b) believes, based upon representations made to it by such beneficial owner(s), that each such person is the beneficial owner of one share only and is tendering such share.

CONDITIONAL TENDER
(See Instruction 12 of the Letter of Transmittal)

A shareholder may tender shares subject to the condition that a specified minimum number of the shareholder’s shares tendered pursuant to this Instruction Form must be purchased if any shares tendered are purchased from such shareholder, all as described in the Offer to Purchase, particularly in Section 6 thereof. Any shareholder desiring to make a conditional tender must so indicate by checking the box below. Unless the minimum number of shares indicated below is purchased by the Company in the tender offer, none of the shares tendered by such shareholder will be purchased. It is the shareholder’s responsibility to calculate the minimum number of shares that must be purchased if any are purchased, and each shareholder is urged to consult his or her own tax advisor before completing this section. Unless this box has been checked and a minimum specified, the shareholder’s tender will be deemed unconditional.

☐

The minimum number of shares that must be purchased from me, if any are purchased from me, is: ___ shares.

If, because of proration, the minimum number of shares designated will not be purchased, the Company may accept conditional tenders by random lot, if necessary. However, to be eligible for purchase by random lot, the tendering stockholder must have tendered all of his or her shares and checked this box:

☐

The tendered shares represent all shares held by the undersigned.