SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 8
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)
May 15, 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. 8
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 and Amendment
No. 7 thereto dated May 11, 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 May 15, 1995, Dickstein Partners Inc., Calibre Capital
Advisors, Inc. and the Company executed a confidentiality
agreement. The confidentiality agreement contains no standstill
provisions. A copy of the confidentiality agreement is attached
hereto as Exhibit 15."
Item 7 of the Schedule 13D, "Exhibits," is hereby amended
by adding the following Exhibit:
Exhibit 15 Confidentiality Agreement dated May 15, 1995.
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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: May 17, 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
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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
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EXHIBIT 15
PERSONAL AND CONFIDENTIAL
May 15, 1995
Dickstein Partners Inc.
9 West 57th Street
Suite 4630
New York, New York 10019
Attention: Mr. Mark Dickstein
Calibre Capital Advisors, Inc.
66 East 80th Street
New York, New York 10021
Attention: Mr. Howard Shapiro
Gentlemen:
In connection with your consideration of a possible transaction
with Marietta Corporation (the "Company"), you have requested
information concerning the Company. As a condition to your being
furnished such information, you agree to treat any information
concerning the Company (whether prepared by the Company, its
advisors or otherwise) which is furnished to you by or on behalf
of the Company (herein collectively referred to as the
"Evaluation Material") in accordance with the provisions of this
letter and to take or abstain from taking certain other actions
herein set forth. The term "Evaluation Material" does not
include information which (i) is already in your possession,
provided that such information is not known by you to have been
obtained in violation of another confidentiality agreement with
or other obligation of secrecy to the Company or another party,
(ii) becomes generally available to the public other than as a
result of a disclosure by you or your directors, officers,
employees, agents, advisors or institutional lenders, or (iii)
becomes available to you on a nonconfidential basis from a source
other than the Company or its advisors, provided that such source
is not known by you to be bound by a confidentiality agreement
with or other obligation of secrecy to the Company or another
party.
You hereby agree that the Evaluation Material will be used solely
for the purpose of evaluating a possible transaction between the
Company and you, and that such information will be kept
confidential by you and your advisors and institutional lenders;
provided, however, that (1) any of such information may be
disclosed to your directors, officers and employees and
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representatives of your advisors and institutional lenders who
need to know such information for the purpose of evaluating any
such possible transaction between the Company and you (it being
understood that such directors, officers, employees and
representatives shall be informed by you of the confidential
nature of such information and shall be directed by you to treat
such information confidentially), (ii) any disclosure of such
information may be made to which the Company consents in writing,
(iii) any disclosure of such information may be made if, in the
good faith opinion of outside counsel to the party making such
disclosure, such disclosure is required by legal process or by an
order or other directive of a court or governmental body or
agency requiring such disclosure, in which event you shall notify
the Company in advance of such disclosure and cooperate with the
Company's efforts to ensure the confidentiality of such
information, and (iv) your prospective institutional lenders may
disclose such information to auditors and bank regulatory
authorities in the course of their review of the records of such
lenders, but you agree to advise such lenders of the confidential
nature of such information and request confidential treatment of
such information.
You hereby acknowledge that you are aware, and that you will
advise such directors, officers, employees and representatives
who are informed as to the matters which are the subject of this
letter, that the United States securities laws prohibit any
person who has received from an Issuer material, non-public
information concerning the matters which are the subject of this
letter from purchasing or selling securities of such Issuer or
from communicating such information to any other person under
circumstances in which it is reasonably foreseeable that such
person is likely to purchase or sell such securities.
In addition, except as outside counsel may advise is required by
law, without the prior written consent of the Company, you will
not, and will direct such directors, officers, employees and
representatives not to, disclose to any person either the fact
that discussions or negotiations are taking place concerning a
possible transaction between the Company and you or any of the
terms, conditions or other facts with respect to any such
possible transaction, including the status thereof.
Although the Company has endeavored to include in the Evaluation
Material information known to it which it believes to be relevant
for the purpose of your investigation, you understand that
neither the Company nor any of its representatives or advisors
have made or make any representation or warranty as to the
accuracy or completeness of the Evaluation Material. You agree
that neither the Company nor its representatives or advisors
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shall have any liability to you or any of your representatives,
advisors or institutional lenders resulting from the use of the
Evaluation Material.
In the event that you do not proceed with the transaction which
is the subject of this letter within a reasonable time, you shall
promptly redeliver to the Company all written Evaluation Material
and any other written material containing or reflecting any
information in the Evaluation Material (whether prepared by the
Company, its advisors or otherwise) and will not retain any
copies, extracts or other reproductions in whole or in part of
such written material. All documents, memoranda, notes and other
writings whatsoever prepared by you or your advisors or
institutional lenders based on the information in the Evaluation
Material shall be destroyed, and such destruction shall be
certified in writing to the Company by an authorized officer
supervising such destruction.
You agree that unless and until a definitive agreement between
the Company and you with respect to any transaction referred to
in the first paragraph of this letter has been executed and
delivered, neither the Company nor you will be under any legal
obligation of any kind whatsoever with respect to such a
transaction by virtue of this or any written or oral expression
with respect to such a transaction by any of its directors,
officers, employees, agents or any other representatives or its
advisors or representatives thereof except, in the case of this
letter, for the matters specifically agreed to herein. The
agreement set forth in this paragraph may be modified or waived
only by a separate writing by the Company and you expressly so
modifying or waiving such agreement.
This letter shall be governed by, and construed in accordance
with, the laws of the State of New York.
Very truly yours,
MARIETTA CORPORATION
/s/
By: ________________________________
Goldman, Sachs & Co.
on behalf of Marietta Corporation
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Confirmed and Agreed to:
DICKSTEIN PARTNERS INC.
/s/
By___________________________________
Vice President
CALIBRE CAPITAL ADVISORS, INC.
/s/
By_____________________________________
President
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