SCHEDULE 13D
Amendment No. 6
Marietta Corporation
common stock
Cusip # 567634100
Filing Fee: No
Cusip # 567634100
Item 1: Reporting Person - FMR Corp. - (Tax ID: 04-2507163)
Item 4: PF
Item 6: Commonwealth of Massachusetts
Item 7: 100
Item 8: None
Item 9: 169,100
Item 10: None
Item 11: 169,100
Item 13: 4.71%
Item 14: HC
PREAMBLE
The Schedule 13D, dated May 22, 1992, and amended June 5, 1992, November
5, 1992, December 18, 1992, October 20, 1993, and October 27, 1993, filed by
FMR Corp. ("FMR") with respect to the common stock, $0.00 par value per shares
(the "Shares") of Marietta Corporation (the "Company") is hereby amended as
set forth below. The Shares to which it relates are owned by one account of
FMR Corp., one fund managed by Fidelity Management & Research Company, and
American Values IV (Bermuda) Ltd. ("AVIV"), a closed end investment company,
managed by Fidelity Management & Research Company. A separate 13D will be
filed by Fidelity International Limited, a Bermuda coporation, with respect to
the Shares.
Item 1. Security and Issuer.
This statement relates to shares of the Common Stock, $0.00 par value
(the "Shares") of Marietta Corporation, a New York corporation (the
"Company"). The principal executive offices of the Company are located at 37
Huntington Street, Cortland, New York, 10345.
Item 2. Identity and Background.
Item 2 is amended as follows:
This statement is being filed by FMR Corp., a Massachusetts Corporation
("FMR"). A separate Schedule 13D is being filed by Fidelity International
Limited, a Bermuda joint stock company incorporated for an unlimited duration
by private act of the Bermuda legislature ("FIL"). FMR is a holding company
one of whose principal assets is the capital stock of a wholly-owned
subsidiary, Fidelity Management & Research Company ("Fidelity"), which is also
a Massachusetts corporation. Fidelity is an investment adviser which is
registered under Section 203 of the Investment Advisers Act of 1940 and which
provides investment advisory services to more than 30 investment companies
which are registered under Section 8 of the Investment Company Act of 1940 and
serves as investment adviser to certain other funds which are generally
offered to limited groups of investors (the "Fidelity Funds"). Fidelity
Management Trust Company ("FMTC"), a wholly-owned subsidiary of FMR Corp. and
a bank as defined in Section 3(a)(6) of the Securities Exchange Act of 1934,
serves as trustee or managing agent for various private investment accounts,
primarily employee benefit plans and serves as investment adviser to certain
other funds which are generally offered to limited groups of investors (the
"Accounts"). Various directly or indirectly held subsidiaries of FMR are also
engaged in investment management, venture capital asset management, securities
brokerage, transfer and shareholder servicing and real estate development.
The principal offices of FMR, Fidelity, and FMTC are located at 82 Devonshire
Street, Boston, Massachusetts 02109.
FIL is an investment adviser which provides investment advisory and
management services to a number of non-U.S. investment companies or instrument
trusts (the "International Funds") and certain institutional investors. Prior
to June 30, 1980, FIL was a majority-owned subsidiary of Fidelity. On that
date, the shares of FIL held by Fidelity were distributed, as a dividend, to
the shareholders of FMR. FIL currently operates as an entity independent of
FMR and Fidelity. The International Funds and FIL's other clients, with the
exception of Fidelity and an affiliate of Fidelity, are non-U.S. entities.
Various foreign-based subsidiaries of FIL are also engaged in investment
management. The principal office of FIL is located at Pembroke Hall, 42 Crow
Lane, Hamilton, Bermuda.
Prior to June 30, 1980, FIL was a majority-owned subsidiary of Fidelity.
On that date, the shares of FIL held by Fidelity were distributed, as a
dividend, to the shareholders of FMR. FIL currently operates as an entity
independent of FMR and Fidelity. The International Funds and FIL's other
clients, with the exception of Fidelity and an affiliate of Fidelity, are non-
U.S. entities.
Edward C. Johnson 3d owns 34.0% of the outstanding voting common stock
of FMR. In addition, a partnership controlled by Mr. Johnson and members of
his family own shares of FIL voting stock with the right to cast approximately
47.22% of the total votes which may be cast by all holders of FIL voting
stock. Mr. Johnson 3d is Chairman of FMR Corp. and FIL. FMR Corp. and FIL
are separate and independent corporate entities. FMR Corp. and FIL are
managed independently and their boards of Directors are generally composed of
different individuals. Their investment decisions are made independently, and
clients are different organizations. The business address and principal
occupation of Mr. Johnson 3d is set forth in Schedule A hereto.
Effective July 1, 1993, Fidelity became sub-advisor to American Values
IV (Bermuda) Ltd. ("AVIV"), Fidelity American Special Situations Trust
("FASST"), and Domestic Values Fund (the "FMR Account").
AVIV is a closed end investment company established under the Companies
Act, 1981 of Bermuda, as amended. Its principal office is at Pembroke Hall,
42 Crow Lane, Hamilton, Bermuda. The investment manager of AVIV is FIL. The
FMR Account is maintained by FMR. FASST is a unit trust established and
authorized by the Department of Trade and Industry under the laws of England.
The investment advisor of FASST is Fidelity Investment Services Limited, an
English company and a subsidiary of FIL.
The Shares to which this statement relates are owned directly by one of
the Fidelity Funds, zero Accounts, the account of FMR, AVIV, FASST, and by
Fidelity International Limited, through its subsidiaries and affiliates.
FMR and FIL are of the view that they are not acting as a "group" for
purposes of Section 13(d) under the Securities Exchange Act of 1934 (the "1934
Act") and that they are not otherwise required to attribute to each other the
"beneficial ownership" of securities "beneficially owned" by the other
corporation within the meaning of Rule 13d-3 promulgated under the 1934 Act.
Therefore, they are of the view that the Shares held by the other corporations
need not be aggregated for purposes of Section 13(d). However, FMR is making
this filing on a voluntary basis as if all of the Shares are beneficially
owned by FMR and FIL on a joint basis.
The name, residence or business address, principal occupation or
employment and citizenship of each of the executive officers and directors of
FMR are set forth in Schedule A hereto.
Within the past five years, none of the persons named in this Item 2 or
listed on Schedule A has been convicted in any criminal proceeding (excluding
traffic violations or similar misdemeanors) or has been a party to any civil
proceeding and as a result thereof was or is subject to any judgment, decree
or final order enjoining future violations of, or prohibiting or mandating
activities subject to , federal or state securities laws or finding any
violations with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is amended as follows:
The FMR Account which own or owned Shares purchased in the aggregate
17,978 Shares for cash in the amount of approximately $121,352,including
brokerage commissions. The FMR Account used its own assets in making such
purchase and no part of the purchase price is represented by borrowed funds.
Proceeds from 17,962 Shares sold aggregated approximately $159,826. The
attached Schedule B sets forth Shares purchased and/or sold since April 22,
1994.
The Fidelity Funds which own or owned Shares purchased in the aggregate
288,000 Shares for cash in the amount of approximately $1,947,510, including
brokerage commissions. The Fidelity Funds used their own assets in making
such purchase and no part of the purchase price is represented by borrowed
funds. Proceeds from 119,000 Shares sold aggregated approximately $823,125.
The attached Schedule B sets forth Shares purchased and/or sold since April
22, 1994.
AVIV which own or owned Shares purchased in the aggregate 71,022 Shares
for cash in the amount of approximately $479,399, including brokerage
commissions. AVIV used its own assets in making such purchase and no part of
the purchase price is represented by borrowed funds. Proceeds from 70,938
Shares sold aggregated approximately $634,452. The attached Schedule B sets
forth Shares purchased and/or sold since April 22, 1994.
FASST which own or owned Shares purchased in the aggregate 89,000 Shares
for cash in the amount of approximately $746,949, including brokerage
commissions. FASST used its own assets in making such purchase and no part of
the purchase price is represented by borrowed funds. Proceeds from 89,000
Shares sold aggregated approximately $600,750.
Item 4. Purpose of Transaction.
The purpose of Fidelity and FMTC in having the Fidelity Funds and the
Accounts purchase Shares (see Item 5 below) is to acquire an equity interest
in the Company in pursuit of specified investment objectives established by
the Board of Trustees of the Fidelity Funds and the Accounts.
Fidelity and FMTC, respectively, may continue to have the Fidelity Funds
and the Accounts purchase Shares subject to a number of factors, including,
among others, the availability of Shares of sale at what they consider to be
reasonable prices and other investment opportunities that may be available to
the Fidelity Funds and Accounts.
Fidelity and FMTC, respectively, intend to review continuously the
equity position of the Fidelity Funds and Accounts in the Company. Depending
upon future evaluations of the business prospects of the Company and upon
other developments, including, but not limited to, general economic and
business conditions and money market and stock market conditions, Fidelity may
determine to cease making additional purchases of Shares or to increase or
decrease the equity interest in the Company by acquiring additional Shares, or
by disposing of all or a portion of the Shares.
Neither Fidelity nor FMTC has any present plan or proposal which relates
to or would result in (i) an extraordinary corporate transaction, such as a
merger, reorganization, liquidation, or sale of transfer of a material amount
of assets involving the Company or any of its subsidiaries, (ii) any change in
the Company's present Board of Directors or management, (iii) any material
changes in the Company's present capitalization or dividend policy or any
other material change in the Company's business or corporate structure, (iv)
any change in the Company's charter or by-laws, or (v) the Company's common
stock becoming eligible for termination of its registration pursuant to
Section 12(g)(4) of the 1934 Act.
Item 5. Interest in Securities of Issuer.
Item 5 is amended as follows:
Although Item 5 assumes that FMR, Fidelity, the FMR Account, AVIV,
FASST, and FIL, beneficially own all 169,100 Shares, reference is made to Item
2 for a disclaimer of beneficial ownership with respect to the securities
which are "beneficially owned" by the other corporations.
(a) FMR beneficially owns, through its own account ("FMR Account") 16
Shares, or approximately 0.00% of the outstanding Shares of the Company, and
through Fidelity, as investment adviser to the Fidelity Funds, 169,000 Shares,
or approximately 4.71% of the outstanding Shares of the Company. FIL
beneficially owns, as investment adviser to the International Funds, 84
Shares, or approximately 0.00% of the outstanding Shares of the Company.
Neither FMR, Fidelity, Edward C. Johnson 3d, nor any of its affiliates nor, to
the best knowledge of FMR, any of the persons name in Schedule A hereto,
beneficially owns any other Shares. The combined holdings of FMR, Fidelity,
AVIV, the FMR Account, FASST, Edward C. Johnson 3d, and FIL are 169,100
Shares, or approximately 4.71% of the outstanding Shares of the Company.
(b) FMR, through is control of Fidelity, investment adviser to the
Fidelity Funds, and the Funds each has sole power to dispose of the Shares.
Neither FMR nor Mr. Johnson has the sole power to vote or direct the voting of
the 169,000 Shares owned directly by the Fidelity Funds, which power resides
with the Funds' Boards of Trustees. Fidelity carries out the voting of the
Shares under written guidelines established by the Funds' Board of Trustees.
FMR Corp. through its control of Fidelity, and AVIV each has sole power to
vote and to dispose of the 84 Shares owned by AVIV. FMR Corp., through its
control of Fidelity, and the FMR Account each has sole power to vote and to
dispose of the 16 Shares owned by the FMR Account.
(c) Except as set forth in Schedule B, neither FMR, or any of its
affiliates, nor, to the best knowledge of FMR, any of the persons named in
Schedule A hereto has effected any transaction in Shares during the past sixty
(60) days.
Item 6. Contract, Arrangements, Understandings or Relationships With
Respect to Securities
of the Issuer.
Inasmuch as FMR is no longer the beneficial owner of more than 5% of the
number of shares outstanding, FMR has no further reporting obligation under
Section 13(d) of the Securities Exchange Act of 1934 or the rules and
regulations promulgated by the Securities and Exchange Commission thereunder.
This statement speaks as of its date, and no inference should be drawn that no
change has occurred in the facts set forth herein after the date hereof.
Neither FMR nor any of its affiliates nor, to the best knowledge of FMR,
any of the persons named in Schedule A hereto has any joint venture, finder's
fee, or other contract or arrangement with any person with respect to any
securities of the Company.
Item 7. Material to be Filed as Exhibits.
Not Applicable.
This statement speaks as of its date, and no inference should be drawn
that no change has occurred in the facts set forth herein after the date
hereof.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
FMR Corp.
DATE: June 28, 1994 By: /s/ Arthur Loring /s/Arthur
Loring
Arthur Loring
Vice President-Legal
SCHEDULE A
The name and present principal occupation or employment of each
executive officer and director of FMR Corp. are set forth below. The business
address of each person is 82 Devonshire Street, Boston, Massachusetts 02109,
and the address of the corporation or organization in which such employment is
conducted is the same as his business address. All of the persons listed
below are U.S. citizens.
POSITION WITH
PRINCIPAL
NAME FMR CORP. OCCUPATION
Edward C. Johnson 3d President, Chairman of the
Director, CEO Board and CEO, FMR
Chairman &
Mng. Director
J. Gary Burkhead Director President-Fidelity
Caleb Loring, Jr. Director, Director, FMR
Mng. Director
James C. Curvey Director, Sr. V.P., FMR
Sr. V.P.
William L. Byrnes Vice Chairman Vice Chairman, FIL
Director & Mng.
Director
Robert C. Pozen Sr. V.P. & Gen'l Sr. V.P. & Gen'l
Counsel Counsel, FMR
Mark Peterson Exec. Exec.
V.P.-Management V.P.-Management
Resources Resources, FMR
Denis McCarthy Sr. Vice Pres. - Vice Pres., Chief
Administration, Financial Officer,
Chief Financial FMR
Officer
SCHEDULE B
MARIETTA CORPORATION
The FMR Account sold Shares since April 22, 1994 at the dates and at the
prices set forth below. The transactions were made for cash in open market
transactions or with other investment companies with the same or an affiliated
investment advisor.
DATE SHARES PRICE
06-17-94 3,900 $8.75
06-20-94 4,800 8.75
SCHEDULE B
MARIETTA CORPORATION
AVIV sold Shares since April 22, 1994 at the dates and at the prices set forth
below. The transactions were made for cash in open market transactions or
with other investment companies with the same or an affiliated investment
advisor.
DATE SHARES PRICE
06-17-94 16,100 $8.75
06-20-94 20,100 8.75
