SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 9
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)
June 30, 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. 9
to
Schedule 13D
This Amendment amends the Schedule 13D, dated January 20,
1995, as amended by Amendment No. 1 thereto dated February 15,
1995, Amendment No. 2 thereto dated March 6, 1995, Amendment
No. 3 thereto dated April 3, 1995, Amendment No. 4 thereto
dated April 14, 1995, Amendment No. 5 thereto dated April 19,
1995, Amendment No. 6 thereto dated May 10, 1995, Amendment
No. 7 thereto dated May 11, 1995 and Amendment No. 8 thereto
dated May 17, 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 June 29, 1995, the Company and Dickstein & Co. and
Dickstein International entered into a letter agreement
confirming that the Company's annual meeting of shareholders
was rescheduled to August 31, 1995, subject to the court's
reopening its order that the annual meeting of shareholders be
held on July 14, 1995, and agreed that the annual meeting would
not be adjourned beyond August 31, 1995, without the consent of
Dickstein & Co. and Dickstein International. On June 30, 1995,
the court, in response to an application of the Company joined by
Dickstein & Co. and Dickstein International, vacated its order
and judgment with respect to the Company's annual meeting.
Item 7 of the Schedule 13D, "Exhibits," is hereby amended
by adding the following Exhibit:
Exhibit 16 Letter Agreement, dated June 29, 1995, between
Stephen D. Tannen and Mark Brodsky.
Exhibit 17 Letter Decision and Order, dated June 30, 1995,
in Application of Dickstein & Co. v. Marietta
Corporation (Sup. Ct. Cortland Co.), Cortland
Co. Index # 31571; RJI # 95-0124M.
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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: July 6, 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 16
MARIETTA CORPORATION
37 Huntington Street
Cortland, New York 13045
June 29, 1995
Mark Brodsky, Esq.
Dickstein Partners Inc.
9 West 57th Street
New York, New York 10019
Dear Mr. Brodsky:
This will confirm that on June 27, 1995, Marietta's Board of
Directors held a meeting at which it was unanimously resolved to
reschedule the date of the annual shareholders meeting from July
14, 1995 to August 31, 1995, with a new record date of July 28,
1995, subject to and conditioned on the Supreme Court's re-
opening the Order and Judgment in Dickstein & Co., L.P. v.
Marietta Corporation, et al., Index No. 31571 (N.Y. Sup. Ct.
Cortland Co.), entered on May 5, 1995 to permit such a change.
In consideration of the agreement of Dickstein & Co., L.P. and
Dickstein International Limited ("Dickstein") not to object to or
oppose the vacatur of the Judgment and Order, Marietta agrees
that it will not further adjourn the date of the annual
shareholders meeting beyond August 31, 1995 without Dickstein's
consent.
Please indicate your agreement by signing as indicated below.
Very truly yours,
Stephen D. Tannen
President and Chief Executive Officer
AGREED AND ACCEPTED:
DICKSTEIN & CO., L.P.
DICKSTEIN INTERNATIONAL LIMITED
DICKSTEIN PARTNERS INC.
By______/s/____________________
Mark Brodsky*
*For Dickstein Partners Inc., agent of Dickstein International
and for Dickstein Partners, L.P., general partner of Dickstein &
Co.
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EXHIBIT 17
June 30, 1995
LETTER DECISION AND ORDER
John M. Hinchcliff, Esq.
True, Walsh & Miller
101 North Tioga Street
Suite 205
Ithaca, New York 14850
Alan R. Friedman, Esq.
Kramer, Levin, Naftalis,
Nessen, Kamin & Frankel
919 Third Avenue
New York, New York 10022-3852
Martin J. Schwartz, Esq.
Rubin Baum Levin Constant & Friedman
30 Rockefeller Plaza - 29th Floor
New York, New York 10112
RE: APPLICATION OF DICKSTEIN & CO., L.P. and
DICKSTEIN INTERNATIONAL LIMITED, Petitioners,
for a Judgment Pursuant to CPLR Article 78
Directing Respondents to Hold an Annual Shareholders
Meeting, - against - MARIETTA CORPORATION, ROBERT C.
BUHRMASTER, RONALD C. DEMEO, DOMINIC J. LA ROSA, FRANK
MAGRONE, LEONARD J. SICHEL, STEPHEN D. TANNEN and
THOMAS D. WALSH
Cortland Co. Index #31571; RJI #95-0124M
Marietta Corporation joined by Dickstein & Co., L.P. and
Dickstein International Limited, and supported by Florescue
Family Corporation petitions the court to postpone the date of
the shareholders meeting of Marietta Corporation now scheduled
for July 14, 1995.
Marietta Corporation contends there will be no prejudice to the
shareholders if the meeting is adjourned, but a serious risk of
harm to Marietta and its shareholders if the meeting is held as
scheduled.
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Marietta Corporation states that it is the hope and expectation
of the board of directors that within a matter of weeks the
shareholders will be presented with the opportunity to vote upon
a transaction to sell Marietta Corporation.
The supported reasons for the adjournment of the shareholders
meeting are to avoid the cost of a proxy contest, to permit
Marietta to direct its time/energy to effecting a favorable sale,
and to maximize the chances for an orderly completion of the sale
process.
The parties and Florescue Family Corporation urge the court to
open and modify its prior order because changed circumstances
render that prior order unnecessary.
Accordingly, based upon the papers submitted to court, the motion
to open the judgment and order entered on May 5, 1995 is granted
and the order and judgment is hereby vacated.
ENTER
______________________________
HON. PHILLIP R. RUMSEY
Supreme Court Justice
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