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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. _____)/1/
Marietta Corporation
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
567634100
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(Cusip Number)
Daniel R. Tisch
Mentor Partners, L.P.
500 Park Avenue
New York, New York 10022
(212) 935-7640
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 31, 1995
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(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 [x]. (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.
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/1/The remainder of this cover page shall be filled out for a reporting
persons'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.).
Page 1 of 10 Pages
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SCHEDULE 13D
CUSIP No. 567634100 Page 2 of 10 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mentor Partners, L.P. Employer I.D.# 06-126-0469
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
7 SOLE VOTING POWER
NUMBER OF 207,800
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
0
OWNED BY
EACH
9 SOLE DISPOSITIVE POWER
REPORTING 207,800
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
207,800
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.8%
14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 10 Pages
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Item 1. Security and Issuer.
This statement relates to the Common Stock, par value $0.01 per share (the
"Shares"), of Marietta Corporation, a New York corporation (the "Company"). The
Company's principal executive offices are located at 37 Huntington Street,
Cortland, New York 13045.
Item 2. Identity and Background.
This statement is filed on behalf of Mentor Partners, L.P., a Delaware limited
partnership (the "Partnership") with respect to Shares of the Company (a) owned
by the Partnership and (b) owned by Mentor Offshore Fund Limited ("Offshore"), a
Cayman Islands company. The general partner of the Partnership is WTG & Co.,
L.P., a Delaware limited partnership (the "General Partner") and the general
partner of the General Partner is D. Tisch & Co., Inc., a Delaware corporation
("D. Tisch & Co."), all of the common stock of which is owned by Daniel R. Tisch
(collectively with D. Tisch & Co. and the General Partner, the "Control
Persons").
The address of the principal offices and principal business of the Partnership
and each of the Control Persons is 500 Park Avenue, New York, New York 10022.
The Partnership's principal business is investment in securities, primarily in
connection with "merger" (or "risk") arbitrage and, to a lesser extent, classic
arbitrage, including con-
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vertible securities arbitrage. The principal business of the General Partner is
serving as the general partner of the Partnership. The sole business of D.
Tisch & Co. is serving as the general partner of the General Partner, and other
than such service, D. Tisch & Co. has no investment or operating history of any
kind. Daniel R. Tisch's principal occupation is that of President and sole
Director of D. Tisch & Co., and he is a United States citizen.
Neither the Partnership nor, to its best knowledge, any of the Control Persons
has during the last five years: (i) been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, Federal or State securities laws or finding any violation
with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The $1,742,140.72 used to purchase Shares of the Company for the Partnership
came from the Partnership's working capital, which may at any given time include
funds borrowed in the ordinary course of its business activities from margin
accounts. All of the Company Shares acquired by the Partnership were purchased
in the ordinary course of business.
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The $188,418 used to purchase Shares of the Company for Offshore was furnished
from Offshore's investment capital, which at any given time include funds
borrowed in the ordinary course of its business activities from margin accounts.
All of the Shares of the Company acquired for Offshore were purchased in the
ordinary course of business.
Item 4. Purpose of Transaction.
The Partnership and Offshore acquired the Shares of the Company for investment
purposes, and only in the ordinary course of business.
In the ordinary course of business, the Partnership and/or Offshore from time
to time evaluate their holdings of securities, and based on such evaluation, the
Partnership and/or Offshore may determine to acquire or dispose of securities of
specific issuers.
Neither the Partnership nor, to its knowledge, any of the Control Persons or
Offshore have any present plans or intentions which would result in or relate to
any of the transactions described in subparagraphs (a) through (j), inclusive,
of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) As of the date hereof, the Partnership owns beneficially an aggregate
of 187,800 Shares of the Company (or approximately 5.2% of the Company's Common
Stock outstanding on
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April 28, 1995) and the Partnership may be deemed to own beneficially an
aggregate of an additional 20,000 Shares of the Company (or approximately 0.6%
of the Company common stock outstanding on April 28, 1995) owned by Offshore, in
each case based on the number of 3,596,049 Shares of Company Common Stock then
outstanding as set forth in the Company's most recent filing with the Securities
and Exchange Commission.
(b) The Partnership (through the Control Persons) has the sole power to
vote, and dispose of, all the Shares beneficially owned by the Partnership. In
addition, the General Partner is a party to investment management agreements
pursuant to which the General Partner has investment responsibility with respect
to the Company's Shares owned by Offshore. Pursuant to such agreements, Mr.
Tisch has the power to dispose of (or to direct the disposition of) the Shares
of the Company owned by Offshore.
(c) Except as set forth in Exhibit A, which is hereby incorporated herein
by reference, no transactions in the Shares have been effected during the past
sixty days by the Partnership or, to its best knowledge, any of the Control
Persons or Offshore.
(d) Neither the Partnership nor, to its best knowledge, any of the Control
Persons or Offshore have or know any other person who has the right to receive
or the power to direct the receipt of dividends from, or the proceeds from the
sale of,
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any Shares beneficially owned by the Partnership or Offshore.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationship with Respect
to Securities of the Issuer.
Except as referred or described above, there are no contracts arrangements,
understandings or relationships (legal or otherwise) among the persons named in
Item 2 or between any of such persons and any other person with respect to any
securities of the Company.
Item 7. Material to be Filed as Exhibits.
Exhibit A -- Acquisitions of Shares by the Partnership and Offshore
During the Past Sixty Days.
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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.
August 8, 1995
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(Date)
/s/
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(Signature)
Daniel R. Tisch
Authorized Signatory
MENTOR PARTNERS, L.P.
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(Name/Title)
Page 8 of 10 Pages
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EXHIBIT INDEX
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Exhibit A -- Acquisitions of Shares by the Partnership and Offshore During the
Past Sixty Days.
Page 9 of 10 Pages
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EXHIBIT 99.A
EXHIBIT A
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Acquisitions of Shares by the Partnership
and Offshore During the Past Sixty Days
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<TABLE>
<CAPTION>
Date of Number Aggregate Price Per
Entity Transaction of Shares Price Share
------ ----------- --------- --------- ---------
<S> <C> <C> <C> <C>
Partnership June 23, 1995 4,200 $ 41,118.00 $ 9.790
June 26, 1995 50,800 510,032.00 10.040
June 28, 1995 19,000 190,760.00 10.040
June 29, 1995 5,000 50,200.00 10.040
July 11, 1995 3,000 29,745.00 9.915
July 12, 1995 5,000 48,950.00 9.790
July 13, 1995 13,600 130,200.96 9.574
July 17, 1995 4,400 41,976.00 9.540
July 18, 1995 5,000 47,075.00 9.415
July 20, 1995 24,900 225,745.89 9.066
July 21, 1995 10,100 85,028.87 8.419
July 31, 1995 38,300 307,549.00 8.030
July 31, 1995 2,000 15,560.00 7.780
August 1, 1995 2,500 18,200.00 7.280
Offshore June 26, 1995 10,000 100,400.00 10.040
July 13, 1995 5,000 47,868.00 9.574
July 31, 1995 5,000 40,150.00 8.030
</TABLE>
All Shares were purchased in transactions on the NASDAQ National Market.
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