UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
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 & Goodman, LLP
Delray Beach, Florida 33483 919 Third Avenue
(407) 272-7746 New York, New York 10022
(212) 758-9500
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 1, 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).
<PAGE>
Schedule 13D Amendment No.8
Marietta Corporation
This Amendment No. 8 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,
as amended by Amendment No. 6 thereto dated August 7, 1995 and as amended by
Amendment No. 7 thereto dated August 26, 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:
On December 1, 1995 Mr. Florescue and the Issuer issued a
joint press release which is attached hereto as Exhibit M and incorporated
herein by reference.
Item 7: Material to be filed as Exhibits
Item 7 of the Schedule 13D is hereby supplemented as
follows:
Exhibit M: Press Release, dated December 1, 1995.
<PAGE>
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: December 1, 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
<PAGE>
MARIETTA LETTERHEAD
FOR IMMEDIATE RELEASE
CONTACT: ALAN D. JAMES
INVESTOR RELATIONS
(607) 753-6746
MARIETTA CORPORATION
Cortland, New York--December 1, 1995 Marietta Corporation (NASDAQ: MRTA) and
Barry W. Florescue announced today that they have agreed to amend the Merger
Agreement between Marietta and a corporation controlled by Mr. Florescue to
extend the termination date of the Merger Agreement from December 31, 1995 to
February 15, 1996. Such extension affords Marietta additional time to
complete the documentation required to be distributed to its shareholders in
connection with a special meeting to be held to approve the Merger Agreement
and affords Mr. Florescue additional time to arrange the financing to
complete the transaction. Mr. Florescue has advised Marietta that he is
no longer pursuing financing on the terms set forth in commitment letters
provided to Marietta at the time of the execution of the Merger Agreement.
Mr. Florescue has further advised Marietta that he is pursuing more favorable
financing that would include a revolving credit facility of up to $17 million,
a term loan of not less than $10 million, and the issuance of subordinated notes
of not less than $12.5 million. In addition, the terms of such financing would
require Mr. Florescue to make an additional equity investment of $3.5 million.
Marietta Corporation specializes in the design, manufacture, packaging,
marketing, and distribution of guest amenity programs to the travel and
lodging industry in the United States and abroad, and provides customized
"sample-size" and "unit-of-use" packaging products and services to companies
in the toiletries, cosmetics, pharmaceuticals, and household products
industries.
