SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 10
to
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Marietta Corporation
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
56763410
(CUSIP Number)
David P. Levin, Esq.
Kramer, Levin, Naftalis, Nessen, Kamin & Frankel
919 Third Avenue
New York, New York 10022
(212) 715-9100
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
July 31, 1995
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box: /_/
Check the following box if a fee is being paid with this
statement: /_/
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Amendment No. 10
to
Schedule 13D
This Amendment amends the Schedule 13D, dated January 20,
1995, as amended by Amendment No. 1 thereto dated February 15,
1995, Amendment No. 2 thereto dated March 6, 1995, Amendment
No. 3 thereto dated April 3, 1995, Amendment No. 4 thereto
dated April 14, 1995, Amendment No. 5 thereto dated April 19,
1995, Amendment No. 6 thereto dated May 10, 1995, Amendment
No. 7 thereto dated May 11, 1995, Amendment No. 8 thereto
dated May 17, 1995 and Amendment No. 9 thereto dated July 6, 1995
(the "Schedule 13D"), filed by Dickstein & Co., L.P., Dickstein
International Limited, Dickstein Partners, L.P., Dickstein
Partners Inc., Mark Dickstein, Calibre Capital Advisors, Inc. and
Howard R. Shapiro, with respect to the Common Stock, $.01 par
value, of Marietta Corporation (the "Company"). Notwithstanding
this Amendment, the Schedule 13D speaks as of its respective
dates. Capitalized terms used without definition have the
meanings assigned to them in the Schedule 13D.
Item 4 of the Schedule 13D, "Purpose of the Transaction,"
is hereby amended by adding the following at the end thereof:
"On July 31, 1995, Mark Dickstein, President of Dickstein
Inc., sent a letter to the Board of Directors of the Company
withdrawing for the time being the proposal of Dickstein Inc. and
Calibre to acquire the Company, a decision compelled by the
information obtained in the course of an on-going due diligence
review of the Company. Among other things, the letter also
proposed that the Company undertake a self-tender for a
substantial portion of its outstanding shares. A copy of the
letter is attached as Exhibit 18 and incorporated herein by
reference."
Item 7 of the Schedule 13D, "Exhibits," is hereby amended
by adding the following Exhibit:
Exhibit 18 Letter, dated July 31, 1995, from Mark Dickstein
to the Board of Directors of the Company.
2
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SIGNATURE
After reasonable inquiry and to the best knowledge and
belief of the undersigned, the undersigned certify that the
information set forth in this Statement is true, complete and
correct.
Date: August 1, 1995
DICKSTEIN & CO., L.P.
By: Alan Cooper, as Vice President
of Dickstein Partners Inc., the
general partner of Dickstein
Partners, L.P., the general partner
of Dickstein & Co., L.P.
/s/ Alan Cooper
Name: Alan Cooper
DICKSTEIN INTERNATIONAL LIMITED
By: Alan Cooper, as Vice President
of Dickstein Partners Inc., the
agent of Dickstein International
Limited
/s/ Alan Cooper
Name: Alan Cooper
DICKSTEIN PARTNERS, L.P.
By: Alan Cooper, as Vice President
of Dickstein Partners Inc., the
general partner of Dickstein
Partners, L.P.
/s/ Alan Cooper
Name: Alan Cooper
3
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DICKSTEIN PARTNERS INC.
By: Alan Cooper, as Vice President
/s/ Alan Cooper
Name: Alan Cooper
/s/ Mark Dickstein
Mark Dickstein
CALIBRE CAPITAL ADVISORS, INC.
By: Howard R. Shapiro, as
President
/s/ Howard R. Shapiro
Name: Howard R. Shapiro
/s/ Howard R. Shapiro
Howard R. Shapiro
4
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EXHIBIT 18
DICKSTEIN PARTNERS INC.
Tel: 212-754-4000
Fax: 212-754-5825
July 31, 1995
Board of Directors
Marietta Corporation
37 Huntington Street
Cortland, New York 13045
Gentlemen:
As we advised you last week, Dickstein Partners and
Calibre Capital Advisors are for the time being withdrawing our
proposal to acquire Marietta for $11 per share. This decision
was unfortunately compelled by [the information obtained in the
course of our on-going due diligence review of the Company]. As
a result, it is clear to us that Marietta will be unable to
satisfy the conditions set forth in the formal merger proposal we
submitted to the Company in June. And while we do not know the
status of other bids, we are skeptical that Marietta can be sold
at an attractive value to anyone in the near term.
The Company finds itself in this situation after
pursuing a tortured and inefficient course of its own choosing:
Our original bid, submitted six and one-half months
ago, was justified by the Company's financial condition
and operating results at that time and would have been
rapidly consummated had the Board chosen to do so rather
than ignoring our repeated entreaties to meet.
The Board rejected $11 per share as inadequate in March,
only to publicly announce three months later that it
would gladly sell the Company for exactly that price.
The Board ignored the repeated calls of ourselves and
other major shareholders for a timely annual meeting,
forcing us to sue to get one.
Marietta spent weeks insisting upon an unreasonable
standstill provision in our confidentiality agreement,
only to drop the request altogether.
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Throughout this useless four-month preamble to merger
discussions, Marietta made costly and avoidable
operational mistakes, greatly increased its capital
expenditure program, and incurred substantial
professional fees.
We are sorely disappointed that the Company has so
mishandled both its operations and the M&A process. Surely the
many shareholders who have recently purchased Marietta shares
with the expectation that there would be a near-term transaction
feel equally disappointed. We therefore think it important that
that the Company afford shareholders who wish to sell their
shares an opportunity to do so. At the same time, other
shareholders (including ourselves) will prefer to maintain their
investment if they can be assured that the Company will be better
operated in the future, with the hope that a favorable
disposition of the business can be accomplished once operations
improve.
We therefore propose the following:
Marietta should undertake a self-tender for a substantial
portion (1.5 million - 2.0 million) of its 3.6 million
outstanding shares, at a modest premium to market. Based
on discussions with our lenders, we are confident that this
transaction can be readily financed without excessively
leveraging the Company.
Dickstein Partners and Calibre Capital would not tender
their 526,000 shares in that offer.
Dickstein and Calibre designees would be elected to a
majority of the Board at the upcoming annual meeting. This
reconstitution of the Board if essential for us to be
convinced that the Company's operational problems will be
promptly rectified.
Marietta should retain for itself the management
consultants we have been utilizing in our due diligence
effort.
We would also expect our expenses to be reimbursed.
While you have thus far rejected this proposal, we urge
you to reconsider. The self-tender approach would allow
shareholders to choose for themselves between a near-term exit
and a longer-term participation in an operational turnaround.
Further, our approach would not preclude an orderly sale of the
Company at a higher value as operations improve, and we would
consider reinstating our bid at that time.
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By the time of the August 31 shareholders' meeting, the
Board will have had seven and one-half months to react to our
proposal and formulate a transaction that we believe your
shareholders are seeking. It is time to bring the Company's
much-prolonged exploration of its financial alternatives to a
conclusion. We urge you to work with us toward that end.
Very truly yours,
Mark Dickstein
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