UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
MARIETTA CORPORATION
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
(Title of Class of Securities)
567634100
(CUSIP Number)
Barry Florescue Charles I. Weissman
701 Southeast 6th Avenue, Suite 204 Shereff, Friedman, Hoffman
Delray Beach, Florida 33483 & Goodman, LLP
(407) 272-7746 919 Third Avenue
New York, New York 10022
(212) 758-9500
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 7, 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 the statement [ ]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
Schedule 13D Amendment No. 6
Marietta Corporation
This Amendment No. 6 to the statement on Schedule 13D (as defined
below) amends and supplements the statement on Schedule 13D dated September
26, 1994, as amended by Amendment No. 1 thereto dated November 2, 1994,
Amendment No. 2 thereto dated January 20, 1995, Amendment No. 3 thereto dated
March 7, 1995, as amended and restated by Amendment No. 4 thereto dated May
28, 1995, as amended by Amendment No. 5 thereto dated June 16, 1995 (together,
the "Schedule 13D") by Barry W. Florescue, 286 Bridge Street, Inc. ("286
Bridge Street") and Florescue Family Corporation ("FFC", and collectively with
Mr. Florescue and 286 Bridge Street, the "Reporting Persons"), relating to the
common stock, $.01 par value per share (the "Common Stock"), of Marietta
Corporation (the "Issuer").
Item 4: Purpose of the Transaction
Item 4 of the Schedule 13D is hereby supplemented as
follows:
FFC's prior proposal expired on June 23, 1995 in accordance with its
terms. However, subsequent to the submission of FFC's proposal, FFC continued
to perform due diligence with respect to the Issuer. Among other things, FFC
analyzed extensively the Issuer's deteriorating margins. As a result of the
deteriorating margins, the performance of the Issuer has continued to suffer
as is evidence by the Issuer's press release of August 3, 1995 showing a third
quarter loss of $457,124, or $.13 per share.
On August 3, 1995 representatives of the Issuer and FFC met to discuss
the concerns raised by FFC's analysis of the performance of the Issuer to date
and its future prospects. As a result of these meetings and further
conversations, FFC and the Company continue to discuss a potential acquisition
transaction. In connection with these discussions, all aspects of FFC's prior
proposal, including price are being discussed.
Item 6:
Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Item 6 of the Schedule 13D is hereby supplemented as follows:
FFC and the Company have agreed that FFC will be permitted to
designate two nominees to the Board of Directors of the Company in connection
with the annual meeting of shareholders (the "Annual Meeting") to be held on
August 31, 1995. In that regard, the Company has agreed to expand the Board
of Directors from seven members to nine members. FFC currently expects to
designate Barry Florescue and Charles Miersch as its nominees. FFC has also
agreed to vote all of its shares of Common Stock in favor of the nominees
designated by the Company at the Annual Meeting. Except as provided in Item 4
and the preceding sentence, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the Reporting
Persons and between the Reporting Persons and any person with respect to any
securities of the Issuer, including but not limited to transfer or voting of
any of the securities, finder's fees, joint ventures, loan or option
arrangements, put or calls, guarantees or profits, division of profits or
loss, or the giving or withholding of proxies.
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.
Dated: August 7, 1995
/s/ Barry W. Florescue
BARRY W. FLORESCUE
286 BRIDGE STREET, INC.
By: /s/ Barry W. Florescue
Name: Barry W. Florescue
Title: President
FLORESCUE FAMILY CORPORATION
By: /s/ Barry W. Florescue
Name: Barry W. Florescue
Title: President
