UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 2)
MONARCH SERVICES, INC.
(Name of Issuer)
COMMON STOCK, $.25 PAR VALUE
(Title of Class of Securities)
609020 10 2
(CUSIP Number)
Thomas J. Plotz, Esq.
Shaw Pittman
2300 N Street, NW
Washington, D.C. 20037
(202) 663-8000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
September 20, 2000
(Date of Event Which Requires Filing of this Statement)
Page 1 of 6 Pages
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Item 4. PURPOSE OF TRANSACTION
On May 18, 2000, Michael Drayne proposed that the Company expand the
number of its directors by one and select the nominee for the new seat
from among the company's principal shareholders. Mr. Drayne advised
the Company that he would like to serve as a director of the Company.
On September 20, 2000, Michael Drayne proposed to the Company's Board
of Directors that it (i) postpone the Company's 2000 Annual Meeting of
Stockholders, (ii) engage a qualified investment banking firm to
conduct an independent appraisal of the Company's value, and,
subsequently, (iii) propose for a vote at a rescheduled 2000 Annual
Meeting of Stockholders whatever course of action will most fully and
immediately realize for the public stockholders the value of their
investment in the Company, whether that be restructuring, sale,
liquidation or other actions as may be appropriate. A copy of Mr.
Drayne's letter to the Board of Directors is attached hereto as
Exhibit 1.
As of the date hereof Swampoodle is holding the Common Stock solely
for investment purposes and, except as set forth in the preceding
paragraphs, none of the parties named in Item 2 has any present plans
or proposals with respect to any material change in the Company's
business or corporate structure or, generally, any other action
referred to in paragraphs (a) through (j) of Item 4 of the form of
Schedule 13D. Depending on market conditions and other factors,
Swampoodle may continue purchases of Common Stock.
Page 2 of 6 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I hereby certify that the information set forth in this statement is
true, complete and correct.
Dated: September 21, 2000
Swampoodle L.P.
By: Swampoodle Holdings, Inc.
General Partner
By: /s/ Michael R. Drayne
---------------------------
Name: Michael R. Drayne
Title: President
Page 3 of 6 Pages
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