SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant / /
Filed by a Party other than the Registrant /x/
Check the appropriate box:
/ / Preliminary Proxy Statement
/x/ Definitive Proxy Statement
/_/ Definitive Additional Materials
/x/ Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
Marietta Corporation
(Name of Registrant as Specified In Its Charter)
Dickstein Partners Inc.
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
/_/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(i)(2).
/x/ $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).*
* Previously paid.
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/_/ Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction
applies:
________________________________________________________________
(2) Aggregate number of securities to which transaction applies:
________________________________________________________________
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:(1)
________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
________________________________________________________________
________________
(1) Set forth the amount on which the filing fee is calculated
and state how it was determined
/_/ Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify
the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount Previously Paid:
________________________________________________________________
(2) Form, Schedule or Registration Statement No.:
________________________________________________________________
(3) Filing Party:
________________________________________________________________
(4) Date Filed:
________________________________________________________________
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Mark Dickstein Tel.: (212) 754-4000
President Fax: (212) 754-5825
August 15, 1995
Dear Fellow Marietta Shareholder:
At the Marietta Corporation shareholders' meeting on August
31, you will decide who will serve as the directors of the
Company for the ensuing year. We solicit your vote for our
nominees, who are committed to a program of (1) causing Marietta
to conduct a tender offer for a substantial portion of its
outstanding shares and (2) aggressively addressing the problems
underlying Marietta's deteriorating operating results.
Last January, Dickstein Partners and Calibre Capital
Advisors announced their interest in acquiring Marietta for $11
per share in cash. After refusing for two months to conduct
substantive discussions with us on the merits of our offer, the
incumbent directors announced in March that our offer was
inadequate -- only to reverse their position in late June by
declaring their willingness to sell the Company for the price we
had offered over five months earlier. In the interim, Marietta's
published financial results began to deteriorate (a trend that
has since continued), and the Company made a number of other
decisions that made it less attractive to ourselves and, we
assume, other potential bidders. By late July, the negative
developments compelled us to conclude that our $11 offer could
not be sustained, and that it was unlikely that Marietta could be
sold to any bidder at an attractive value in the near term.
In light of the manner in which the incumbent board has
handled both the Company's operations and the merger process,
there is an urgent need to elect new directors. Dickstein
Partners and Calibre own 14.6% of Marietta's shares. We and our
management consultants believe that the Company's operations can
be much improved, and as Marietta's largest shareholder we have a
keen economic interest in making sure that happens expeditiously.
We also believe that many of Marietta's shareholders wish
to sell their shares in the near term. To afford them that
opportunity, our slate of directors intends to cause Marietta to
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conduct a tender offer for a substantial portion of its own
shares. Dickstein Partners and Calibre would not tender their
shares, but would instead seek to benefit along with all
remaining shareholders in the improvement of the Company's
operations.
The proposed tender offer would entail the following:
Marietta would offer to pay $16 million (if the offer is fully
subscribed) to repurchase shares at a price of between $8.00 and
$9.00 per share in a "Dutch auction." The purchase price paid
for the shares, which would be the same for all shares accepted
in the tender offer, would be determined taking into account the
number of shares tendered and the prices specified by the
tendering shareholders. Marietta could repurchase up to
approximately 49% of its outstanding shares at a $9.00 tender
price, and a greater number at a lower tender price. See
"Program of Dickstein Partners" in the accompanying Proxy
Statement for a description of the Dutch auction procedure.
Assuming that the tender offer is fully subscribed at $9.00 per
share, following consummation of the tender offer, Dickstein
Partners and Calibre would collectively own approximately 29% of
the outstanding shares. Based on our discussions with major
commercial lenders, we believe this tender offer can be readily
financed. (Shareholders are not being asked to tender at this
time and will have the opportunity to determine whether to do so
following receipt of appropriate disclosure documents.)
While the proposed tender offer would be beneficial to
all shareholders, there are two things that it would not do:
o We believe that the tender offer would not inhibit the
Company's ability to improve its operations. As of July 1, 1995,
the Company's debt of $7.2 million was exceeded by its cash and
marketable securities of $5.8 million and restricted cash of $2.6
million securing the debt. We believe that the leverage required
to finance the tender offer is conservative and can be easily
serviced by Marietta.
o The tender offer would not prevent the sale of the
Company. If the Company can ultimately be sold for more than
$9.00 per share, the non-tendering shareholders will have
benefited from the tender offer.
You are faced with a pivotal choice. Your alternative to
electing our slate of directors is to re-elect the incumbents,
who have presided over very disappointing operating results.
Consider for example this comparison of the first three quarters
of fiscal 1994 to the same period in the current year: Even
before giving effect to non-recurring items (i.e., 1995's
increase in professional fees and reversal of litigation defense
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costs), operating income declined nearly 95% from $2,871,863 in
1994 to $157,767 in 1995. Consider also that, as the incumbents'
own proxy statement indicates (see "Performance Graph"), during
Marietta's last five completed fiscal years, the market price of
its stock has dropped by 58%, while the stock of its nearest
competitor, Guest Supply, Inc., has increased by 99% and the
NASDAQ stock market index has increased by 72%.
We urge you to vote your BLUE Annual Meeting proxy card FOR
each of the nominees proposed by Dickstein Partners and mail it
promptly in the enclosed envelope. Please review the
accompanying proxy materials. If you require any further
information or have questions, please call us directly at (212)
754-4000 or call MacKenzie Partners, Inc. at the numbers listed
below.
We appreciate your prompt consideration of this important
matter.
Very truly yours,
MARK DICKSTEIN
President
If you have questions or need assistance in voting your
shares, please contact:
MACKENZIE PARTNERS, INC.
156 Fifth Avenue
New York, New York 10010
(212) 929-5500 (call collect)
or
Call Toll-Free 800-322-2885
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1995 ANNUAL MEETING OF SHAREHOLDERS
of
MARIETTA CORPORATION
_______________________
PROXY STATEMENT
of
DICKSTEIN PARTNERS INC.
________________________
This Proxy Statement and the accompanying Letter to
Shareholders and BLUE Annual Meeting proxy card are furnished in
connection with the solicitation of proxies by Dickstein Partners
Inc. ("Dickstein Partners") to be used at the 1995 Annual Meeting
of Shareholders of Marietta Corporation ("Marietta") to be held
at the Holiday Inn, 2 River Street, Route 13 and Interstate 81,
Cortland, New York at 10:00 a.m. on Thursday, August 31, 1995 and
at any adjournments or postponements thereof (the "Annual
Meeting").
At the Annual Meeting, nine Directors of Marietta will be
elected. Dickstein Partners is soliciting your proxy in support
of the election of the nine nominees of Dickstein Partners named
below (the "Dickstein Nominees") as the Directors of Marietta.
ALL DICKSTEIN NOMINEES ARE COMMITTED TO A PROGRAM OF CAUSING
MARIETTA TO CONDUCT A TENDER OFFER FOR A SUBSTANTIAL PORTION OF
ITS OUTSTANDING SHARES AND TO ADDRESS AGGRESSIVELY MARIETTA'S
DETERIORATING OPERATING RESULTS.
The record date for determining shareholders entitled to
notice of and to vote at the Annual Meeting is July 28, 1995 (the
"Record Date"). Shareholders of record at the close of business
on the Record Date will be entitled to one vote at the Annual
Meeting for each share of Marietta Common Stock, par value $.01
per share (the "Shares"), held on the Record Date. According to
the proxy statement of Marietta filed with the Securities and
Exchange Commission on August 14, 1995, there were 3,596,049
Shares issued and outstanding as of the close of business on the
Record Date.
Dickstein Partners manages private investment funds. As of
the date of this Proxy Statement, two of these funds, Dickstein &
Co., L.P. and Dickstein International Limited (collectively, the
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"Dickstein Funds"), beneficially own in the aggregate 508,000
Shares, or 14.1% of the outstanding Shares. The address of
Dickstein Partners is 9 West 57th Street, New York, New York
10019, and its telephone number is (212) 754-4000. Calibre
Capital Advisors, Inc. ("Calibre"), a private investment firm,
may be deemed to be a participant in the solicitation by
Dickstein Partners. As of the date of this Proxy Statement,
Calibre beneficially owns 18,000 Shares, or 0.5% of the
outstanding Shares. The address of Calibre is 66 East 80th
Street, New York, New York 10021, and its telephone number is
(212) 861-8845.
______________________________
This Proxy Statement, the accompanying Letter to
Shareholders and the BLUE Annual Meeting proxy card are first
being furnished to Marietta shareholders on or about August 15,
1995. The principal executive offices of Marietta are located at
37 Huntington Street, Cortland, New York 13045.
IMPORTANT
At the Annual Meeting, Dickstein Partners will seek to elect
the Dickstein Nominees as the Directors of Marietta. The
election of the Dickstein Nominees requires the affirmative vote
of a plurality of the votes cast, assuming a quorum is present or
otherwise represented at the Annual Meeting.
Dickstein Partners urges you to mark, sign, date and return
the enclosed BLUE Annual Meeting proxy card to vote for election
of the Dickstein Nominees.
A vote for the Dickstein Nominees is a vote for Directors
who are committed to a program of causing Marietta to conduct a
tender offer for a substantial portion of its outstanding shares
and to address aggressively Marietta's deteriorating operating
results.
DICKSTEIN PARTNERS URGES YOU NOT TO SIGN ANY PROXY CARD SENT
TO YOU BY MARIETTA. IF YOU HAVE ALREADY DONE SO, YOU MAY REVOKE
YOUR PROXY BY DELIVERING A WRITTEN NOTICE OF REVOCATION OR A
LATER DATED PROXY FOR THE ANNUAL MEETING TO DICKSTEIN PARTNERS,
C/O MACKENZIE PARTNERS, INC., 156 FIFTH AVENUE, NEW YORK, NEW
YORK 10010, OR TO THE SECRETARY OF MARIETTA, OR BY VOTING IN
PERSON AT THE ANNUAL MEETING. SEE "PROXY PROCEDURES" BELOW.
All Dickstein Nominees are committed to a program of causing
Marietta to conduct a "Dutch auction" tender offer for a
substantial portion of its outstanding shares. Under the terms
of the proposed tender offer, Marietta would offer to pay $16
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million (if the offer is fully subscribed) to repurchase Shares
at a price of between $8.00 and $9.00 per Share. The purchase
price paid for the Shares, which would be the same for all Shares
accepted in the tender offer, would be determined taking into
account the number of Shares tendered and the prices specified by
the tendering shareholders. See "Program of Dickstein Partners."
Up to approximately 49% of the outstanding Shares (and
approximately 57% of the Shares not held by Dickstein Partners
and Calibre) could be purchased at $9.00 per Share. A greater
number of Shares could be purchased at less than $9.00 per Share.
Dickstein Partners and Calibre do not intend to tender their
Shares. Assuming that the tender offer is fully subscribed at
$9.00 per Share, following consummation of the tender offer,
Dickstein Partners and Calibre would collectively own
approximately 29% of the outstanding Shares. The terms of the
tender offer will be subject to change based upon business and
market conditions applicable at the time. (Shareholders are not
being asked to tender their Shares at this time, and will have
the opportunity to determine whether to tender their Shares
following receipt of appropriate documents describing the tender
offer transaction.)
The Dickstein Nominees are also committed to aggressively
addressing Marietta's deteriorating operating results. Consider
the results for the first three quarters of fiscal 1994 compared
with the same period in the current year. Even before giving
effect to non-recurring items (i.e., 1995's increase in
professional fees and reversal of litigation defense costs),
operating income declined nearly 95% from $2,871,864 in 1994 to
$157,767 in 1995. Further, as Marietta has indicated in its
proxy statement (see "Performance Graph"), during Marietta's last
five completed fiscal years, the market price of its stock has
dropped by 58%, while the stock of its nearest competitor, Guest
Supply, Inc., has increased by 99% and the NASDAQ stock market
index has increased by 72%. See "Program of Dickstein Partners."
If, like us, you believe that you should have the choice of
selling your Shares in the near term or holding your Shares with
the expectation of benefiting from improved operating results,
Dickstein Partners urges you to vote your BLUE Annual Meeting
proxy card FOR each of the Dickstein Nominees.
ELECTION OF DIRECTORS
According to Marietta's proxy statement, nine Directors,
constituting the entire Board of Directors of Marietta, will be
elected at the Annual Meeting.
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Dickstein Partners proposes that Marietta shareholders elect
the Dickstein Nominees as the Directors of Marietta at the Annual
Meeting. If all Dickstein Nominees are elected, the Dickstein
Nominees would constitute the entire Board of Directors of
Marietta. The Dickstein Nominees are listed below and have
furnished the following information concerning their principal
occupations or employment and certain other matters. Each
Dickstein Nominee, if elected, would hold office until the 1996
Annual Meeting of Shareholders and until a successor has been
elected and qualified or until his earlier death, resignation or
removal. Although Dickstein Partners has no reason to believe
that any of the Dickstein Nominees will be unable to serve as a
director, if any one or more the Dickstein Nominees is not
available for election, the persons named on the BLUE Annual
Meeting proxy card will vote for the election of such other
nominees as may be proposed by Dickstein Partners.
Dickstein Nominees for Director
Mark Dickstein, age 36, has been the President of Dickstein
Partners since prior to 1989 and is primarily responsible for the
operations of the Dickstein Funds. He is the Chairman of the
Boards of Carson Pirie Scott & Co. and Hills Stores Company, two
department store chains. He is also a director of KinderCare
Learning Centers, Inc., the largest provider of proprietary child
care in the United States, and Zale Corporation, a national
jewelry retailer. Carson Pirie Scott & Co., Hills Stores
Company, KinderCare Learning Centers, Inc. and Zale Corporation
are publicly held. Mr. Dickstein's business address is c/o
Dickstein Partners Inc., 9 West 57th Street, New York, New York
10019.
David Brail, age 30, has been a Vice President of Dickstein
Partners and has otherwise been associated with the Dickstein
Funds since prior to 1989. Mr. Brail is a director of Amerihost
Properties, Inc., a hotel management and development company,
Banyan Strategic Land Fund II, a real estate investment company,
Hills Stores Company and New Dimensions in Medicine, Inc., a
medical device company, each of which is publicly held. Mr.
Brail's business address is c/o Dickstein Partners Inc., 9 West
57th Street, New York, New York 10019.
Mark D. Brodsky, age 41, has been a Vice President of
Dickstein Partners since April 1994. Previously, since 1986, he
had been a partner and later co-head of the bankruptcy department
at the law firm of Kramer, Levin, Naftalis, Nessen, Kamin &
Frankel. Mr. Brodsky is a director of Hills Stores Company. Mr.
Brodsky's business address is c/o Dickstein Partners Inc., 9 West
57th Street, New York, New York 10019. <R/>
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Jeffrey E. Ginsberg, age 31, has since 1994 been managing
general partner of APEX Site Management, a company that he
co-founded and that assists real property owners in attracting
telecommunications tenants. Prior to that, since 1991, Mr.
Ginsberg was a co-founder and Director of Acquisitions of Horizon
Cellular Group, an operator of fourteen cellular telephone
systems. From 1989 through 1991, Mr. Ginsberg was associated
with Block B Cellular Corporation, a cellular telephone operator
that he co-founded. From 1988 to 1991, Mr. Ginsberg was also a
principal of First Eastern Merchant Banking Group, an investment
banking and venture capital firms specializing in
telecommunications. Mr. Ginsberg's business address is 200 S.
Broad Street, Philadelphia, Pennsylvania 19102.
Lawrence E. Golub, age 35, has since 1994 been President of
Golub Associates Incorporated, an investment and financial
advisory firm that he founded and owns. From 1993 to 1994, Mr.
Golub was a Managing Director of Bankers Trust Company, where he
participated in structuring, recapitalizing, hedging and selling
public and private equity investments. From 1992 to 1993, Mr.
Golub was a White House Fellow, serving as Special Assistant to
the Secretary of Health and Human Services and as policy
coordinator for the President's cabinet-level health care reform
group. Mr. Golub was a Managing Director of Wasserstein Perella
& Co., Inc. from 1990 to 1992, specializing in corporate finance,
and was a Vice President of Allen & Company Incorporated, a
private investment banking firm, from 1985 to 1990. Mr. Golub's
business address is 230 Park Avenue, New York, New York 10169.
Samuel L. Katz, age 29, has been a Vice President of
Dickstein Partners since July 1993. Previously, since February
1992, Mr. Katz was the Co-Chairman of Saber Capital Inc., a firm
making private equity investments. Before that, since 1988, Mr.
Katz was an Associate and then a Vice President of The Blackstone
Group, an investment and merchant bank, where he focused on
leveraged buyout transactions. Mr. Katz is a director of Hills
Stores Company. Mr. Katz's business address is c/o Dickstein
Partners Inc., 9 West 57th Street, New York, New York 10019.
Ira W. Krauss, age 50, is President of First Sterling
Corporation, a position he has held since 1983. First Sterling
Corporation is engaged in real estate operation and development.
Mr. Krauss also serves as President of the Board of Education of
the Borough of New Providence, New Jersey. Mr. Krauss's business
address is c/o First Sterling Corporation, 900 Third Avenue, New
York, New York 10022.
Howard R. Shapiro, age 41, has since 1994 been President of
Calibre, a private investment firm that he founded and owns.
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Previously, since 1985, Mr. Shapiro was a Vice President of
Manufacturers Hanover Trust Company, where he was involved in
financing for leveraged acquisitions, recapitalizations and
distressed corporate credits. Mr. Shapiro's business address is
c/o Calibre Capital Advisors, Inc., 66 East 80th Street, New
York, New York 10021.
Ralph E. Stewart, age 47, has since 1993 been a private
management consultant. From 1992 to 1993 he was President and
Chief Operating Officer of Abex Inc., and from 1989 to 1992 he
was President and Chief Executive Officer of Pneumo Abex Corp.,
both of which are manufacturers of aerospace and automotive
components. From 1986 to 1989, Mr. Stewart was a Group Vice
President of Pullman Co., a manufacturer of transportation
equipment and material handling and fluid power products. Mr.
Stewart's address is 3037 Bonnie Brae Crescent, Flossmoor,
Illinois 60422.
In September 1990, the Commodity Futures Trading Commission
(the "CFTC") initiated an administrative proceeding against Mr.
Dickstein alleging that in 1987 certain of his personal
commodities trading activities were in violation of applicable
laws. Specifically, the CFTC claimed that Mr. Dickstein, in his
capacity as a local floor trader, aided and abetted another floor
trader in, among other things, non-competitive trading and
defrauding such floor trader's customers. Without admitting or
denying the CFTC's allegations, Mr. Dickstein settled this matter
in September 1991. As part of the settlement, Mr. Dickstein
agreed not to engage in commodities transactions for a period of
one year, and for two additional years not to trade on the floor
of any commodities exchange. Mr. Dickstein also had his
commodities floor brokerage license revoked and paid a $150,000
civil penalty.
It is anticipated that each of the Dickstein Nominees, upon
his election as a director of Marietta, will receive director's
fees consistent with Marietta's past practice. According to
Marietta's proxy statement, Directors who are not employees of
Marietta receive $500 per month plus $300 for each meeting
attended of the board or any committee plus reimbursement for
travel expenses. In addition, Dickstein Partners has agreed to
indemnify each of the Dickstein Nominees against any claims and
expenses, including legal fees, arising out of his participation
in the proxy solicitation for his election.
Except as set forth above or under "Background of the
Solicitation -- Certain Arrangements" below, none of Dickstein
Partners, Calibre, the Dickstein Nominees or any of their
respective associates (i) has any arrangements or understandings
with any person or persons with respect to any future employment
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by Marietta or its affiliates, or with respect to any future
transactions to which Marietta or any of its affiliates may be a
party; (ii) has carried on any occupation or employment with
Marietta or any corporation or organization which is or was a
parent, subsidiary or other affiliate of Marietta; (iii) has
received any cash compensation, cash bonuses, deferred
compensation, compensation pursuant to plans, or other
compensation, from, or in respect of, services rendered to or on
behalf of Marietta; (iv) since October 1, 1993, has engaged in or
has had a direct or indirect material interest in any transaction
or series of similar transactions to which Marietta or any of its
subsidiaries was or is a party in which the dollar amount
involved exceeded, or is expected to exceed, $60,000 in the
aggregate; (v) since October 1, 1993, has been indebted to
Marietta or any of its subsidiaries in an amount in excess of
$60,000; or (vi) is a party adverse to Marietta or any of its
subsidiaries in any material proceedings or has a material
interest adverse to the interests of Marietta or any of its
subsidiaries in any such proceedings. No family relationships
exist among the Dickstein Nominees or between any of the
Dickstein Nominees and any Director or executive officer of
Marietta.
Certain additional information relating to, among other
things, the ownership, purchase and sale of securities of
Marietta by Dickstein Partners, Calibre, the Dickstein Nominees
and their respective associates, or arrangements with respect
thereto, is set forth in "Background of the Solicitation --
Certain Arrangements" and "Security Ownership of Dickstein
Partners, Calibre and Affiliates" and in Schedule II.
Voting Procedures
Election of the Dickstein Nominees requires the affirmative
vote of a plurality of the votes cast in the election at the
Annual Meeting, assuming a quorum is present or otherwise
represented at the Annual Meeting. Shares voted as abstentions
and "broker non-votes" are considered present at the Annual
Meeting for the purposes of determining the presence of a quorum.
"Broker non-votes" relate to shares of stock held of record by a
broker as to which no discretionary authority or voting
directions exist.
The accompanying BLUE Annual Meeting proxy card will be
voted at the Annual Meeting in accordance with your instructions
on such card. You may vote FOR the election of each of the
Dickstein Nominees as Directors of Marietta or withhold authority
to vote for the election of all the Dickstein Nominees by marking
the proper box on the BLUE Annual Meeting proxy card. You may
also withhold your vote from any one or more of the Dickstein
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Nominees by writing the name of such nominee(s) in the space
provided on the BLUE Annual Meeting proxy card. IF NO MARKING IS
MADE, YOU WILL BE DEEMED TO HAVE GIVEN A DIRECTION TO VOTE THE
SHARES REPRESENTED BY THE BLUE ANNUAL MEETING PROXY CARD FOR THE
ELECTION OF ALL THE DICKSTEIN NOMINEES PROVIDED THAT YOU HAVE
SIGNED AND DATED THE PROXY CARD. The Dickstein Funds and
Calibre, which in the aggregate own approximately 14.6% of the
Shares outstanding, will vote their Shares FOR the election of
the Dickstein Nominees.
Dickstein Partners believes that it is in your best interest
to elect the Dickstein Nominees at the Annual Meeting. All
Dickstein Nominees are committed to a program of causing Marietta
to conduct a tender offer for a substantial portion of its
outstanding shares and to address aggressively Marietta's
deteriorating operating results.
DICKSTEIN PARTNERS STRONGLY RECOMMENDS A VOTE FOR THE
ELECTION OF THE DICKSTEIN NOMINEES.
OTHER MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING
Dickstein Partners is not aware of any other matters to be
brought before the Annual Meeting. Should other proposals be
brought before the Annual Meeting, the persons named on the BLUE
Annual Meeting proxy card will abstain from voting on such
proposals unless such proposals adversely affect the interests of
Dickstein Partners as determined by Dickstein Partners in its
sole discretion, in which event such persons will vote on such
proposals at their discretion.
The vote required for approval of any other matter that may
be submitted to shareholders will be as prescribed by Marietta's
charter or bylaws or by applicable law. Generally, shares voted
as abstentions and shares with respect to which a broker submits
a "broker non-vote" on a matter are not counted in calculating
the number of votes cast on the matter and have the effect of
reducing the number of votes required for approval of the matter.
PROXY PROCEDURES
Shareholders are urged to mark, sign and date the enclosed
BLUE Annual Meeting proxy card and return it to Dickstein
Partners, c/o MacKenzie Partners, Inc., 156 Fifth Avenue, 9th
Floor, New York, New York 10010 in the enclosed envelope in time
to be voted at the Annual Meeting. Execution of the BLUE Annual
Meeting proxy card will not affect your right to attend the
Annual Meeting and to vote in person. Any proxy may be revoked
at any time prior to the Annual Meeting by delivering a written
notice of revocation or a later dated proxy. Only your latest
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dated proxy for the Annual Meeting will count.
Only holders of record as of the close of business on the
Record Date will be entitled to vote. If you were a shareholder
of record on the Record Date, you may vote your shares at the
Annual Meeting even if you have sold your shares after the Record
Date. Accordingly, please vote the shares held by you on the
Record Date, or grant a proxy to vote such shares, on the BLUE
Annual Meeting proxy card, even if you have sold your shares
after the Record Date.
If any of your Shares are held in the name of a brokerage
firm, bank, bank nominee or other institution on the Record Date,
only it can vote such Shares and only upon receipt of your
specific instructions. Accordingly, please contact the person
responsible for your account and instruct that person to have the
BLUE Annual Meeting proxy card executed on your behalf.
PROGRAM OF DICKSTEIN PARTNERS
The program of Dickstein Partners offers shareholders a
choice between selling their Shares in the near term or holding
their Shares with the expectation of benefiting from improved
operating results.
The Dickstein Nominees are committed to a program of causing
Marietta to conduct a tender offer for a substantial portion of
its outstanding shares. Under the terms of the proposed tender
offer, Marietta would offer to pay $16 million (if the offer is
fully subscribed) to repurchase Shares in a "Dutch auction" at a
price, which would be the same for all Shares accepted in the
tender offer, of between $8.00 and $9.00 per Share. In such a
Dutch auction, shareholders would be invited to specify the
price, between $8.00 and $9.00 per Share, at which they would be
willing to sell to Marietta their tendered Shares. Marietta would
select a price (the "Purchase Price") between $8.00 and $9.00,
such that the aggregate consideration payable at the Purchase
Price for all Shares tendered at or below the Purchase Price
would equal $16 million. Shares tendered at or below the
Purchase Price would be accepted for payment, and Shares tendered
above the Purchase Price would be returned. In no event would
the Purchase Price be greater than $9.00. In the event the
tender offer is oversubscribed, standard proration procedures
would be applied. If the aggregate consideration payable for all
Shares tendered at a Purchase Price equal to the highest price at
which Shares have been tendered is less than $16 million, all
tendered Shares would be accepted for payment at such Purchase
Price. Up to approximately 49% of the Shares outstanding (and
approximately 57% of the Shares not held by Dickstein Partners
and Calibre) could be purchased at $9.00 per Share. A greater
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number of Shares could be purchased at less than $9.00 per Share.
Dickstein Partners and Calibre, who collectively own
approximately 14.6% of the Shares outstanding as of the Record
Date, do not intend to tender their Shares. Assuming that the
tender offer is fully subscribed at $9.00 per Share, following
consummation of the tender offer, Dickstein and Calibre would
collectively own approximately 29% of the outstanding Shares.
Based upon discussions with major commercial lenders,
Dickstein Partners believes that the tender offer can be
readily financed. As of July 1, 1995, Marietta's debt of $7.2
million was exceeded by its cash and marketable securities of
$5.8 million and restricted cash of $2.6 million securing the
debt. Dickstein Partners believes that the leverage required to
finance the tender offer is conservative and can be easily
serviced by Marietta.
Shareholders are not being asked to tender their Shares at
this time, and will have the opportunity to determine whether to
tender their Shares following receipt of appropriate documents
describing the tender offer transaction. The terms of the tender
offer will be subject to change based upon business and market
conditions applicable at the time.
The Dickstein Nominees are also committed to aggressively
addressing Marietta's deteriorating operating results. Consider
the results for the first three quarters of fiscal 1994 compared
with the same period in the current year. Even before giving
effect to non-recurring items (i.e., 1995's increase in
professional fees and reversal of litigation defense costs),
operating income declined nearly 95% from $2,871,863 in 1994 to
$157,767 in 1995. Further, as Marietta has indicated in its
proxy statement (see "Performance Graph"), during Marietta's last
five completed fiscal years, the market price of its stock has
dropped by 58%, while the stock of its nearest competitor, Guest
Supply, Inc., has increased by 99% and the NASDAQ stock market
index has increased by 72%. In the course of their due diligence
review of Marietta conducted in connection with an acquisition
proposal (see "Background of the Solicitation"), Dickstein
Partners, Calibre and their management consultants identified a
variety of strategies for enhancing Marietta's operating results,
particularly in its contract packaging business. The Dickstein
Nominees would intend to implement these strategies, including in
the areas of operating efficiency, asset utilization, capital
deployment and personnel. The details of these strategies are
based upon confidential information furnished by Marietta to
Dickstein Partners, Calibre and their consultants, which cannot
be disclosed without Marietta's consent.
The Dickstein Nominees may in the future cause Marietta to
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offer itself for sale, but this would in all likelihood not occur
until Marietta's operations improve. If Marietta does offer
itself for sale, Dickstein Partners and Calibre may at that time
renew their offer to acquire Marietta, on terms that may differ
from their January 1995 proposal. See "Background of the
Solicitation." If Marietta were offered for sale and Dickstein
Partners and Calibre submitted an acquisition proposal, it is
expected that the Board would form a committee of Directors
independent of Dickstein Partners and Calibre to consider,
negotiate and determine whether to recommend any such sale. Such
a sale would be subject to a separate vote of shareholders at the
appropriate time.
BACKGROUND OF THE SOLICITATION
On January 17, 1995, Mark Dickstein, the President of
Dickstein Partners, telephoned Marietta and spoke with Philip A.
Shager, Chief Accounting Officer and Treasurer of Marietta. Mr.
Dickstein advised Mr. Shager that Dickstein Partners and Calibre
proposed to acquire all of the outstanding stock of Marietta.
Following the telephone call, Mr. Dickstein sent a letter on
behalf of Dickstein Partners to Chesterfield F. Siebert Sr.,
then Chairman of the Board of Marietta, containing a proposal to
acquire Marietta at a price of $11.00 per Share. The letter
read, in part, as follows:
"As I mentioned to Philip Shager by phone
earlier today, Dickstein Partners Inc. and Calibre
Capital Advisors, Inc. propose to acquire, by means
of an all cash merger, 100% of the stock of Marietta
Corporation at a price of $11 per share. We ask that
you afford us the opportunity to meet with you in the
next day or two so that we can introduce ourselves
personally and discuss this proposal with you.
Based on our review of Marietta Corporation's
publicly available information, we believe $11 per
share to be a fair price for the company. However,
if we are able to review Marietta Corporation's
non-public information there is a strong possibility
that we would be prepared to improve the terms of our
proposal. . .
The acquisition would be subject to the
negotiation of a definitive agreement and other
customary conditions. We would honor Marietta's
existing employment agreements and our present
intention is to retain the existing management team.
We stand ready to expeditiously complete this
transaction, with your cooperation. . . ."
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In February 1995, Marietta disclosed in a public filing with
the Securities and Exchange Commission that it had retained
Goldman Sachs & Co. to serve as its investment advisor, for
minimum compensation of $1.5 million. Between January 18 and
March 2, representatives of Dickstein Partners had several
conversations with Stephen D. Tannen, President and Chief
Executive Officer of Marietta, and/or Goldman Sachs & Co.
concerning the acquisition proposal of Dickstein Partners and
Calibre and the Annual Meeting. On March 3, 1995, Mr. Dickstein
sent a letter to Mr. Tannen, which read, in part, as follows:
"More than six weeks have passed since we and
Calibre Capital Advisors made our proposal to acquire Marietta.
In our proposal letter, as well as in a number of conversations
with you and Goldman Sachs, we have repeatedly requested the
opportunity to discuss our proposal with the Company. We have
also sought access to Marietta's non-public information, with a
view to possibly increasing our bid price of $11 per share --
itself roughly 50% over last December's market prices. In
response, you have merely urged us to be patient.
Meanwhile, since we made our proposal, the Company
has announced the following:
o Both revenues and earnings for the first
quarter of fiscal 1995 were less than in the
corresponding quarter of last year.
o In the first quarter, the Company suffered a
loss of $166,126 on its securities investments
-- this on the heels of a $670,681 securities
portfolio loss in 1994. Combined, these
represent a loss of 29% on investments
purchased at $2,890,504.
o According to the self-styled `Raid Defense
Fee Letter 6' annexed to the latest 10-Q, the
Company has retained Goldman Sachs, for
minimum compensation of $1.5 million.
From both an expense and a suitability
standpoint, we question the wisdom of
selecting Goldman. While $1.5 million
represents a minute contribution to Goldman's
earnings, it equates to 67% of Marietta's
earnings for the last four quarters. And
while Goldman is well known for its blue-chip
clientele, we wonder what experience Goldman
has with companies of Marietta's size, and
what degree of attention Goldman is providing
this engagement.
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o The 90,000 options awarded you last November,
at a $7.00 exercise price, were subject to
shareholder approval at the upcoming annual
meeting. Since the announcement of our
offer, the Board has granted you
corresponding stock appreciation rights
(valued at $360,000 at our bid price) that
are designed to circumvent the requirement of
shareholder approval.
o The Company also reported in its first-
quarter 10-Q, without explanation, that 1995
capital expenditures will be approximately $6
million, $3.6 million of which had already
been authorized. This is triple the average
for the last six years and twice last year's
level -- a surprisingly huge increase in
capital investment, in the face of flat, if
not declining, sales and earnings.
. This announcement came as a particular
surprise because as recently as December
23, 1994 Marietta stated in its 10-K:
`The Company believes that it has
sufficient production capacity to meet
its anticipated growth for the
foreseeable future.' And while the 10-K
mentioned in one sentence that there
would be significant capital
improvements in 1995, the only example
given was $1.5 million of construction
on the Olive Branch facility. The 10-K
is devoid of any suggestion that capital
expenditures were about to increase
dramatically over the prior year's
level.
. Further, we doubt that such a
significant capital-expenditure decision
-- one that may well inhibit the price
that can be offered by ourselves or
other potential bidders -- could not be
delayed until the Board decided
(or allowed the shareholders to decide)
whether to put the Company up for
sale. . . .
In addition, on behalf of Dickstein & Co., L.P.
and Dickstein International Limited (which together own
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more than 14% of Marietta's shares), please be advised
that we expect the Board to comply with its
responsibility, under Section 603 of the New York
Corporation Law, to conduct an election of directors by
May 1, 1995."
On March 13, 1995, Marietta announced that it had rejected
the acquisition proposal of Dickstein Partners and Calibre. In
this connection, Marietta said that its Board of Directors had
received an opinion from Goldman Sachs & Co. that the
consideration offered was inadequate. Marietta also said that it
had instructed its management to explore "possible financial
alternatives available to Marietta," which might include "a
merger, an acquisition or disposition of assets or securities, a
recapitalization or other form of business combination
transaction."
Following Marietta's announcement, representatives of
Dickstein Partners had conversations with Marietta and Goldman
Sachs & Co., in which Dickstein Partners continued to request
confidential information of Marietta. Dickstein Partners was
assured by Marietta that it would be treated fairly with other
prospective bidders and potential financing sources and that it
would receive nonpublic information concerning Marietta as soon
as it was available to others. Dickstein Partners also
reiterated its expectation that Marietta would convene a timely
shareholders meeting for election of directors as required by
law.
On March 31, 1995, Mr. Dickstein sent a letter to the Board
of Directors of Marietta asking the Board to call the Annual
Meeting, which read, in part, as follows:
"We write again to ask that you call an annual
meeting of Marietta's shareholders to be held not later than
May 1, 1995, as we believe you are required to do. We insist
at a minimum that you presently advise the shareholders when
the meeting will be held. . . .
Timely annual elections, in addition to being an
absolute legal right, represent the only practical
opportunity for shareholders to ensure that their interests
and wishes are properly represented by the directors. This
accountability is especially important where, as here, the
corporation faces an important decision and directors own a
minute portion of the stock (and much of what they own was
purchased with Company-funded loans that have yet to be
repaid). . . .
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The delay in convening the shareholders' meeting
is all the more consequential given other developments (or
lack thereof) in the 2 1/2 months since we and Calibre made
our acquisition proposal. The Company has embarked on a
surprisingly large $6 million capital expenditure program
for fiscal 1995 -- a program that the Company has made no
effort to explain and that could adversely impact the price
that we or other potential bidders could offer for the
Company. Meanwhile, despite our many requests, the Company
has failed to discuss our proposal with us, to provide us
with due-diligence information, or even to provide us with a
draft of a confidentiality agreement. . . ."
On April 11, 1995, Dickstein Partners received a proposed
confidentiality agreement from Marietta. As a condition to its
receiving nonpublic information from Marietta under the proposed
agreement, Dickstein Partners would have been required to agree
that, unless invited by Marietta, neither Dickstein Partners nor
its affiliates would propose any transaction between or involving
Dickstein Partners and Marietta and/or its security holders,
whether by merger, tender offer or otherwise; acquire, or assist
any other persons in acquiring, control of Marietta or its
assets, whether by solicitation of proxies or otherwise; or
request or demand the call of a special or annual meeting of
shareholders.
On April 13, 1995, Mr. Dickstein sent a letter to the Board
of Directors of Marietta on the unacceptability of the proposed
confidentiality agreement and the fairness of the process by
which Marietta was exploring its financial alternatives. The
letter read, in part, as follows:
"We have repeatedly contacted your chief
executive officer, Mr. Tannen, and your financial adviser,
Goldman Sachs & Co., with a view to obtaining . . .
more-detailed nonpublic information. . . .
Finally, we received on April 11 the
confidentiality agreement that we are being asked to sign.
. . . The proposed confidentiality agreement is, plain and
simple, an attempt to exclude us -- the only announced
bidder for the Company and the holder of nearly 15% of its
outstanding shares -- from participating on an equal footing
with other interested parties in the process that the
Company is conducting to explore its financial alternatives.
This transparent effort to exclude us is plainly detrimental
to Marietta's public shareholders and we believe is in
breach of your fiduciary duties to shareholders. It also
flies in the face of assurances made to us that the process
would be conducted fairly and that we would be given as much
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opportunity as anyone else to make our best offer. . . ."
On April 17, 1995, Dickstein & Co. and Dickstein
International filed a petition in New York State Supreme Court,
County of Cortland, for an order directing the Company to convene
an annual meeting of Marietta's shareholders. One week later,
the Board of Directors of Marietta scheduled the annual meeting
for July 14, 1995, more than fifteen months after Marietta's
previous annual meeting. On May 5, 1995, the court issued a
decision on the action of the Dickstein Funds. The court
affirmed that shareholders of Marietta had the clear legal right
to require the Board to set the annual meeting not later than the
end of April 1995, since under New York law annual meetings of a
corporation are contemplated to be held no later than thirteen
months after the previous annual meeting. While the court
declined to accelerate the date of the annual meeting set by the
Board, the court issued an order of mandamus requiring that the
annual meeting be held on July 14, 1995. (In late June, the
annual meeting date was postponed until the present August 31
date pursuant to mutual agreement of Marietta and Dickstein
Partners.)
On May 11, 1995, Mr. Dickstein sent a letter to the Board of
Directors of Marietta, again seeking to enter into
confidentiality arrangements with Marietta on terms addressing
Marietta's concerns while enabling Dickstein Partners and
Calibre to participate fairly in the bidding process. On May
15, 1995, Marietta and Dickstein Partners and Calibre executed a
confidentiality agreement containing no standstill provisions.
Subsequently, Dickstein Partners and Calibre were provided access
to non-public information concerning Marietta. Dickstein Partners
and Calibre submitted a formal merger proposal (including a
proposed form of merger agreement) to Marietta on June 16 and
engaged in discussions with Marietta concerning that proposal
during the ensuing week.
On June 23, 1995, Marietta issued a press release concerning
the acquisition proposals it had received from Dickstein Partners
and Calibre and from the Florescue Family Corporation
("Florescue"), another major shareholder of Marietta. According
to the press release, the Marietta Board believed "that the
conditions in each of the offers [were] not reasonable under the
circumstances." The press release also stated that the Marietta
Board had authorized its representatives to continue discussions
with Dickstein Partners and Florescue and that the Board would
"recommend to shareholders that the highest offer containing
reasonable conditions be accepted, provided that such offer is at
least $11.00 per share in cash for all outstanding common stock."
Thereafter, Dickstein Partners continued its due-diligence
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review of Marietta, including information (since publicly
disclosed) concerning Marietta's poor results for its third
fiscal quarter. In late July, Dickstein Partners and Calibre
determined to withdraw their $11.00 per Share acquisition
proposal. As Dickstein Partners advised Marietta by letter of
July 31, 1995:
"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."
Around this time, in discussions with representatives of
Marietta, Dickstein Partners proposed that Marietta conduct a
tender offer for a substantial number of its Shares. Marietta
rejected this proposal and, as a result, Dickstein Partners has
determined to solicit proxies pursuant to this Proxy Statement.
Certain Arrangements
Dickstein Partners (on behalf of the Dickstein Funds),
Calibre and Howard Shapiro, President of Calibre and a Dickstein
Nominee, have entered into a Memorandum of Understanding, dated
January 3, 1995 (the "Memorandum"), with respect to an
acquisition of Marietta (an "Acquisition") on a joint basis.
Under the Memorandum, the interests of Dickstein Partners and
Calibre in Marietta following the Acquisition would be in
proportion to their respective cash investments in the Shares
purchased by them. The Memorandum provides that Dickstein
Partners reserves total discretion over its own investment and
voting decisions and over the conduct of an Acquisition, and
Calibre reserves total discretion over its investment and voting
decisions and its participation in an Acquisition.
The Memorandum further provides that, after consummation of
an Acquisition when Marietta is no longer a publicly-held
company, and so long as Calibre maintains its investment in
Marietta, Dickstein Partners would cause Mr. Shapiro to be
elected as a director of Marietta and to receive a fee of
$100,000 per annum for his services as a director. In addition,
Dickstein Partners has agreed to pay to Calibre a contingent fee
equal to 11% of the net profits realized by Dickstein Partners on
its investment in Marietta. A non-refundable advance of $125,000
on the contingent fee would be payable by Dickstein Partners to
Calibre upon consummation of an Acquisition.
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Under the Memorandum, Calibre would have the right, on
certain occasions subsequent to an Acquisition when Marietta is
no longer a publicly-held company, to sell its Shares to Marietta
at then current fair market value. In the event that Dickstein
Partners arranges to sell any portion of its investment in
Marietta, in either a privately negotiated transaction or
pursuant to a public offering, Calibre would have the right to
participate, and Dickstein may require Calibre to participate, in
such a sale on a pro rata basis.
The Memorandum provides that, until Dickstein Partners
terminates its participation with Calibre in respect of Marietta,
Dickstein Partners will bear all the expenses of the parties.
Following consummation of an Acquisition when Marietta is no
longer a publicly-held company, Dickstein would be entitled to
receive reasonable and customary expenses incurred in connection
with the management of Marietta, and it and/or its partners and
principals would be entitled to receive up to $100,000 per year
in the aggregate for performance of duties as directors and other
bona fide services to Marietta.
Dickstein Partners has the right at any time, by written
notice, to terminate the collaboration between Dickstein Partners
and Calibre contemplated by the Memorandum. If Dickstein
Partners terminates such collaboration, Calibre would nonetheless
retain its rights under the Memorandum, except as otherwise
provided. Dickstein has agreed to indemnify Calibre against
claims asserted on account of alleged wrongful acts or omissions
arising in connection with the matters described in the
Memorandum, including the purchase of Shares contemplated
thereby.
Dickstein Partners has engaged Ralph Stewart, a Dickstein
Nominee, as a consultant to assist in the due diligence review of
Marietta conducted in connection with the acquisition of Marietta
that had been proposed by Dickstein Partners and Calibre and the
subsequent tender offer proposal. Mr. Stewart is compensated on
a per diem basis at the rate of approximately $1,000 per day,
plus reimbursement of expenses. To the date of this Proxy
Statement, approximately $23,400 in fees and expenses has been
paid to Mr. Stewart. It is anticipated that, following election
of the Dickstein Nominees, Mr. Stewart would be engaged as a
management consultant to Marietta on terms to be negotiated.
Except as aforesaid or as provided under "Election of
Directors" above, none of Dickstein Partners, Calibre, the
Dickstein Nominees nor any of their respective associates is, or
since October 1, 1993 has been, a party to any contract,
arrangement or understanding with any person with respect to
securities of Marietta.
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Change in Control
Based upon publicly available information concerning
Marietta, the following would be the consequences of a change in
control of Marietta occasioned by the election of the Dickstein
Nominees to a majority of the board of directors of Marietta (a
"Dickstein Change of Control").
Upon the occurrence of a Dickstein Change of Control without
the approval of the existing directors of Marietta, all
outstanding unvested stock options of Marietta would become
immediately exercisable. As of June 1, 1995, there were
outstanding stock options to acquire 84,378 Shares, of which
options with respect to at least 16,206 Shares had not yet
vested.
Marietta has granted to Stephen D. Tannen, Marietta's
President and Chief Executive Officer, cash-only stock
appreciation rights in respect of 90,000 Shares, with a base
price of $7.00 per share and subject to a maximum amount payable
of $630,000. The stock appreciation rights, which otherwise
would vest through November 1997, would become immediately
excisable upon the occurrence of a Dickstein Change of Control
without the approval of the existing directors of Marietta.
SOLICITATION OF PROXIES
Proxies may be solicited by mail, advertisement, telephone
or telecopier or in person. Solicitations may be made by
directors, officers and employees of Dickstein Partners or
Calibre, none of whom will receive additional compensation for
such solicitations. Dickstein Partners has requested banks,
brokerage houses and other custodians, nominees and fiduciaries
to forward all its solicitation materials to the beneficial
owners of the Shares they hold of record. Dickstein Partners
will reimburse these record holders for customary clerical and
mailing expenses incurred by them in forwarding these materials
to their customers.
Dickstein Partners has retained MacKenzie Partners, Inc.
(the "Agent") for solicitation and advisory services in
connection with the solicitation, for which the Agent is to
receive a fee of $50,000, together with reimbursement for its
reasonable out-of-pocket expenses. Dickstein Partners has also
agreed to indemnify the Agent against certain liabilities and
expenses, including liabilities and expenses under the federal
securities laws. The Agent will solicit proxies for the Annual
Meeting from individuals, brokers, banks, bank nominees and other
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institutional holders. It is anticipated that the Agent will
employ approximately 35 persons to solicit shareholders for the
Annual Meeting.
Certain information about directors and officers of
Dickstein Partners and Calibre who, in each case, may also assist
in soliciting proxies, is set forth in the attached Schedule I.
The entire expense of soliciting proxies for the Annual
Meeting is being borne by Dickstein Partners. If the Dickstein
Nominees are elected, Dickstein Partners intends to seek
reimbursement for such expenses from Marietta. Costs incidental
to this solicitation of proxies include expenditures for
printing, postage, litigation and other legal matters,
accounting, public relations, advertising and related expenses.
If the Dickstein Nominees are elected, Dickstein Partners also
intends to seek reimbursement or all expenses paid or incurred by
Dickstein Partners for activities relating to its acquisition
proposal for Marietta, which activities have resulted in the
formulation of the program of Dickstein Partners for Marietta
presented in this Proxy Statement. The total amount of fees and
expenses for which Dickstein Partners intends to seek
reimbursement is expected to be approximately $675,000, including
approximately $600,000 incurred to the date of this Proxy
Statement. Shareholders should compare these amounts with the
minimum of $1,500,000 which, according to Marietta, has or will
be paid to Goldman Sachs & Co. and which will be in addition to
all other expenses paid or incurred by Marietta in response to
the proposals and solicitation of Dickstein Partners. Dickstein
Partners does not expect that the question of reimbursement of
its fees and expenses will be submitted to a vote of
shareholders.
If Dickstein Partners should withdraw, or materially change
the terms of, this solicitation of proxies prior to the Annual
Meeting, Dickstein Partners will supplement this Proxy Statement
or otherwise publicly disseminate information regarding such
withdrawal or change and, in appropriate circumstances, will
provide shareholders with a reasonable opportunity to revoke
their proxies prior to the Annual Meeting.
SECURITY OWNERSHIP OF DICKSTEIN PARTNERS,
CALIBRE AND AFFILIATES
As of the date of this Proxy Statement, the Dickstein Funds
beneficially own an aggregate of 508,000 Shares, representing
approximately 14.1% of the Shares outstanding on the Record Date.
The Shares beneficially owned by the Dickstein Funds are owned as
set forth in the following table:
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Shares Percentage
Name and Address of Beneficially of Shares
Beneficial Owner Owned Outstanding
------------------- ------------ -----------
Dickstein & Co., L.P. 347,900 9.7%
c/o Dickstein Partners Inc.
9 West 57th Street
New York, New York 10019
Dickstein International Limited 160,100 4.4%
129 Front Street
Hamilton HM 12, Bermuda
Dickstein Partners is the general partner of Dickstein
Partners, L.P., which is the general partner of Dickstein & Co.,
L.P. Dickstein Partners is also the advisor to Dickstein
International Limited. Mark Dickstein, a Dickstein Nominee, is
the President and sole stockholder of Dickstein Partners. By
reason of such relationships, Dickstein Partners, L.P. may be
deemed to beneficially own the Shares owned by Dickstein & Co.,
L.P., and Dickstein Partners and Mark Dickstein may be deemed to
beneficially own the shares owned by Dickstein & Co., L.P., and
Dickstein International Limited. Each of Dickstein Partners,
L.P., Dickstein Partners and Mark Dickstein disclaims beneficial
ownership of the Shares which it or he may be deemed to own by
reason of such relationships, except to the extent of its or his
actual economic interest in the Dickstein Funds. The Dickstein
Funds invest primarily in special situations, including the
purchase of securities and other obligations of companies that
are financially distressed or have recently emerged from
bankruptcy, and risk-arbitrage transactions.
As of the date of this Proxy Statement, Calibre beneficially
owns an aggregate of 18,000 Shares, representing approximately
0.5% of the Shares outstanding on the Record Date. Mr. Howard
Shapiro, a Dickstein Nominee, may be deemed to beneficially own
the Shares owned by Calibre.
Except as set forth above, none of Dickstein Partners,
Calibre, any of the Dickstein Nominees or any of their respective
associates owns beneficially or of record any securities of
Marietta or any of its subsidiaries. Schedule II sets forth
certain additional information relating to the Shares
beneficially owned by the Dickstein Funds and Calibre.
OTHER INFORMATION
Security Ownership of Certain Beneficial Owners
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Certain information regarding Shares held by Marietta's
directors, nominees, management and other 5% shareholders is
contained in Marietta's proxy statement and is incorporated
herein by reference.
Proposals of Security Holders
Information concerning the date by which proposals of
security holders intended to be presented at the next annual
meeting of shareholders of Marietta must be received by Marietta
for inclusion in Marietta's proxy statement and form of proxy for
that meeting is contained in Marietta's proxy statement and is
incorporated herein by reference.
Dickstein Partners assumes no responsibility for the
accuracy or completeness of any information contained herein
which is based on, or incorporated by reference to, Marietta's
proxy statement or other public filings.
________________________________
PLEASE INDICATE YOUR SUPPORT OF THE DICKSTEIN NOMINEES BY
COMPLETING, SIGNING AND DATING THE ENCLOSED BLUE ANNUAL MEETING
PROXY CARD AND RETURN IT PROMPTLY TO MACKENZIE PARTNERS, INC.,
156 FIFTH AVENUE, 13TH FLOOR, NEW YORK, NEW YORK 10010 IN THE
ENCLOSED ENVELOPE. NO POSTAGE IS NECESSARY IF THE ENVELOPE IS
MAILED IN THE UNITED STATES.
DICKSTEIN PARTNERS INC.
August 15, 1995
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SCHEDULE I
INFORMATION CONCERNING DIRECTORS AND OFFICERS
OF DICKSTEIN PARTNERS AND CALIBRE
The following table sets forth the name and the present
principal occupation or employment, and the name, principal
business and address of any corporation or other organization in
which such employment is carried on, of the directors and
officers of Dickstein Partners and Calibre who, in each case, may
also solicit proxies from Marietta shareholders. The principal
business address of each of the sole director and the officers of
Dickstein Partners named below is c/o Dickstein Partners Inc., 9
West 57th Street, New York, New York 10019, and the principal
business address of each of the sole director and the officers of
Calibre named below is c/o Calibre Capital Advisors, Inc., 66
East 80th Street, New York, New York 10021.
Director and Officers of Dickstein Partners Inc.
Present Principal Occupation or
Name and Positions Held Employment
----------------------- -------------------------------
Mark Dickstein President and Sole Director
President and Sole Director of Dickstein Partners Inc.
Tod Black Vice President of Dickstein
Vice President Partners Inc.
David Brail Vice President of Dickstein
Vice President Partners Inc.
Mark D. Brodsky Vice President of Dickstein
Vice President Partners Inc.
Alan S. Cooper Vice President and General
Vice President and General Counsel of Dickstein Partners
Counsel Inc.
Steven Cornick Vice President of Dickstein
Vice President Partners Inc.
Edward Farr Vice President of Dickstein
Vice President Partners Inc.
Samuel L. Katz Vice President of Dickstein
Vice President Partners Inc.
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Mark Kaufman Vice President of Dickstein
Vice President Partners Inc.
Arthur Wrubel Vice President of Dickstein
Vice President Partners Inc.
Director and Officers of Calibre Capital Advisors, Inc.
Present Principal Occupation or
Name and Positions Held Employment
------------------------- ------------------------------
Howard R. Shapiro President and Sole Director of
President and Sole Director Calibre Capital Advisors, Inc.
Susan E. Buechley Vice President of Calibre
Vice President Capital Advisors, Inc.
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SCHEDULE II
SHARES HELD BY DICKSTEIN PARTNERS, CALIBRE, THEIR RESPECTIVE
DIRECTORS AND OFFICERS, AND THE DICKSTEIN NOMINEES
Except as disclosed in this Schedule or in the accompanying
Proxy Statement, none of Dickstein Partners, Calibre, any of
their respective directors or officers named in Schedule I or the
Dickstein Nominees, or any of their respective associates, owns
any securities of Marietta or any subsidiary of Marietta,
beneficially or of record, has purchased or sold any of such
securities within the past two years or is or was within the past
year a party to any contract, arrangement or understanding with
any person with respect to any such securities. Shares purchased
by Dickstein & Co., L.P. and Dickstein International Limited were
funded out of these entities' working capital, which may at any
time include margin loans made by brokerage firms in the ordinary
course of their business.
Dickstein & Co., L.P. Number of Shares
Date Purchased Sold
1/4/95 100,000
1/12/95 79,500
1/13/95 8,500
1/16/95 42,500
1/17/95 117,400
Dickstein International Limited
Number of Shares
Date Purchased Sold
1/4/95 46,000
1/12/95 36,500
1/13/95 4,000
1/16/95 19,500
1/17/95 54,100
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Calibre Capital Advisors, Inc.
Number of Shares
Date Purchased Sold
10/6/94 3,000
10/18/94 900
10/27/94 5,000
10/28/94 1,100
11/16/94 3,000
11/18/94 2,000
11/23/94 3,000
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IMPORTANT
Your proxy is important. No matter how many Shares you own,
please give Dickstein Partners your proxy FOR the election of the
Dickstein Nominees by:
MARKING the enclosed BLUE Annual Meeting proxy card,
SIGNING the enclosed BLUE Annual Meeting proxy card,
DATING the enclosed BLUE Annual Meeting proxy card
and
MAILING the enclosed BLUE Annual Meeting proxy card
TODAY in the envelope provided (no postage is required if mailed
in the United States).
If you have already submitted a proxy to Marietta for the
Annual Meeting, you may change your vote to a vote FOR the
election of the Dickstein Nominees by marking, signing, dating
and returning the enclosed BLUE proxy card for the Annual
Meeting, which must be dated after any proxy you may have
submitted to Marietta. Only your latest dated proxy for the
Annual Meeting will count at such meeting.
If you have any questions or require any additional
information concerning this Proxy Statement or the proposal by
the Dickstein Group to acquire Marietta, please contact MacKenzie
Partners, Inc. at the address set forth below or Dickstein
Partners at (212) 754-4000. IF ANY OF YOUR SHARES ARE HELD IN
THE NAME OF A BROKERAGE FIRM, BANK NOMINEE OR OTHER SUCH
INSTITUTION, ONLY IT CAN VOTE SUCH SHARES AND ONLY UPON RECEIPT
OF YOUR SPECIFIC INSTRUCTIONS. ACCORDINGLY, PLEASE CONTACT THE
PERSON RESPONSIBLE FOR YOUR ACCOUNT AND INSTRUCT THAT PERSON TO
HAVE THE BLUE ANNUAL MEETING PROXY CARD EXECUTED ON YOUR BEHALF.
MACKENZIE PARTNERS, INC.
156 Fifth Avenue
New York, New York 10010
Tel: (212) 929-5500 (call collect)
or
Call Toll-Free (800) 322-2885
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IMPORTANT
If your shares are registered in your own name, you may mail
or fax your BLUE proxy card (both sides) to MacKenzie Partners,
Inc. at the address or fax number listed below.
If your shares are held in "street name" held by your
brokerage firm or bank immediately instruct your broker or bank
representative to sign Dickstein Partners' BLUE proxy card on
your behalf. If you have any questions on voting your shares,
please call:
MACKENZIE
PARTNERS, INC.
156 Fifth Avenue
New York, NY 10010
CALL TOLL-FREE (800) 322-2885
FAX: (212) 929-0308
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MARIETTA CORPORATION
1995 ANNUAL MEETING OF SHAREHOLDERS
THURSDAY AUGUST 31, 1995
THIS PROXY IS SOLICITED BY DICKSTEIN PARTNERS INC.
The undersigned shareholder of Marietta Corporation hereby
appoints each of Mark D. Brodsky and Alan S. Cooper, and each of
them with full power of substitution, for and in the name of the
undersigned, to represent and to vote, as designated below, all
shares of common stock of Marietta Corporation that the
undersigned is entitled to vote if personally present at the 1995
Annual Meeting of Shareholders of Marietta Corporation to be held
on August 31, 1995 at 10:00 A.M. at The Holiday Inn, 2 River
Street, Route 13 and Interstate 81, Cortland, New York, and at
any adjournment or postponement thereof. The undersigned hereby
revokes any previous proxies with respect to the matters covered
by this Proxy.
DICKSTEIN PARTNERS INC. RECOMMENDS A VOTE FOR ELECTION OF
ITS NOMINEES NAMED BELOW. (Please mark with an "X" in the
appropriate box)
1. ELECTION OF DIRECTORS: ELECTION OF MARK DICKSTEIN,
DAVID BRAIL, MARK D. BRODSKY, JEFFREY E. GINSBERG, LAWRENCE E.
GOLUB, SAMUEL L. KATZ, IRA W. KRAUSS, HOWARD R. SHAPIRO AND RALPH
E. STEWART.
/_/ FOR all nominees except as /_/ WITHHOLD AUTHORITY for all
marked below nominees
(INSTRUCTION To withhold authority to vote for one or more
nominees, mark FOR above and print the name(s) of the person(s)
with respect to whom you wish to withhold authority in the space
provided below.)
_________________________________________________________________
2. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO
VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING OR ANY ADJOURNMENT THEREOF.
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This Proxy, when properly executed, will be voted in the
manner marked herein by the undersigned shareholder. IF NO
MARKING IS MADE, THIS PROXY WILL BE DEEMED TO BE A DIRECTION TO
VOTE FOR THE NOMINEES OF DICKSTEIN PARTNERS INC.
Please date and sign this proxy exactly
as your name appears hereon. When shares
are held by joint tenants, both should
sign. When signing as attorney-in-fact,
executor, administrator, trustee,
guardian, corporate officer or partner,
please give full title as such. If a
corporation, please sign in corporate
name by President or other authorized
officer. If a partnership, please sign
in partnership name by authorized
person.
Dated:____________________________, 1995
____________________________________
(Signature)
____________________________________
(Title)
____________________________________
(Signature, if held jointly)
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY
IN THE ENCLOSED ENVELOPE PROVIDED.
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