<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)/1/
Marietta Corporation
---------------------
(Name of Issuer)
Common Stock, par value $.01 per share
--------------------------------------
(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
--------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 28, 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.
- ----------------
/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 6 Pages
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SCHEDULE 13D
CUSIP No. 567634100 Page 2 of 6 Pages
------------------- ------- -------
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 357,800
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 357,800
WITH
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
357,800
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 6 Pages
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This Amendment No. 1 amends the Schedule 13D filed with the Securities and
Exchange Commission (the "Commission") on August 8, 1995 (the "Schedule 13D") by
Mentor Partners, L.P., a Delaware limited partnership (the "Partnership"),
relating to the Common Stock, par value $.01 per share (the "Shares"), of
Marietta Corporation, a New York corporation (the "Company"). Capitalized terms
used and not defined herein shall have the meanings assigned such terms in the
Schedule 13D.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The information set forth in Item 3 ("Source and Amount of Funds or Other
Consideration") of the Schedule 13D is hereby amended and supplemented by adding
the following information.
The $3,120,265.72 used by the Partnership to purchase the Shares 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 Shares acquired by the Partnership were purchased in the
ordinary course of the Partnership's business.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The information set forth in Item 5 ("Interest in Securities of the Issuer")
of the Schedule 13D is hereby amended and supplemented by adding the following
information to the respective paragraphs thereof.
(a) As of the close of business on August 28, 1995, the Partnership
beneficially owns an aggregate of 337,800 Shares (which is approximately 9.3% of
the 3,596,049 Shares outstanding as reported in the Company's proxy filed on
August 14, 1995).
(c) Transactions in the Shares in the past 60 days by the Partnership and
Offshore are set forth on Schedule A attached hereto and hereby incorporated
herein by reference. Except for such transactions, no other transactions in the
Shares have been effected during the past sixty days by the Partnership or, to
its best knowledge, any Control Person or Offshore.
Page 3 of 6 Pages
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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 29, 1995
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(Date)
/s/
--------------------------
(Signature)
Daniel R. Tisch
Authorized Signatory
MENTOR PARTNERS, L.P.
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(Name/Title)
Page 4 of 6 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 5 of 6 Pages
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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
Entity Transaction of Shares Price Share
- ------------- --------------- --------- ---------- ------
<S> <C> <C> <C> <C>
Partnership 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
August 28, 1995 150,000 1,378,125 9.1875
Offshore 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.
Page 6 of 6 Pages
