SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 2
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)
March 3, 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:
Page 1 of 6 pages
<PAGE>
<PAGE>
Amendment No. 2
to
Schedule 13D
This Amendment amends the Schedule 13D, dated January 20,
1995, as amended by Amendment No. 1 thereto, dated February 15,
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
"Schedule 13D"). 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 March 3, 1995, Mark Dickstein, President of Dickstein
Inc., sent a letter to Stephen D. Tannen, Chief Executive
Officer of the Company. A copy of the letter is annexed hereto
as Exhibit 7 and incorporated herein by reference."
Item 7 of the Schedule 13D, "Exhibits," is hereby amended
by adding the following Exhibit:
Exhibit 7 Letter, dated March 3, 1995, from Mark Dickstein to
Stephen D. Tannen.
2
<PAGE>
<PAGE>
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: March 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
3
<PAGE>
<PAGE>
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
4
<PAGE>
EXHIBIT 7
DICKSTEIN PARTNERS INC.
Mark Dickstein Tel: 212-754-4000
President Fax: 212-754-5825
March 3, 1995
Mr. Stephen D. Tannen
Marietta Corporation
37 Huntington Street
Cortland, New York 13045
Dear Steve:
More than six weeks have passed since we and Calibre
Capital Advisors made our proposal to acquire Marietta. In our
proposal letter, as well as in a number of conversations with
you and Goldman Sachs, we have repeatedly requested the
opportunity to discuss our proposal with the Company. We have
also sought access to Marietta's non-public information, with a
view to possibly increasing our bid price of $11 per share -
itself roughly 50% over last December's market prices. In
response, you have merely urged us to be patient.
Meanwhile, since we made our proposal, the Company has
announced the following:
o Both revenues and earnings for the first quarter of
fiscal 1995 were less than in the corresponding
quarter of last year.
o In the first quarter, the Company suffered a loss of
$166,126 on its securities investments - this on the
heels of a $670,681 securities portfolio loss in 1994.
Combined, these represent a loss of 29% on investments
purchased at $2,890,504.
o According to the self-styled "Raid Defense Fee
Letter 6" annexed to the latest 10-Q, the Company has
retained Goldman Sachs, for minimum compensation of
$1.5 million. From both an expense and a suitability
standpoint, we question the wisdom of selecting
Goldman. While $1.5 million represents a minute
contribution to Goldman's earnings, it equates to 67%
of Marietta's earnings for the last four quarters.
And while Goldman is well known for its blue-chip
clientele, we wonder what experience Goldman has with
companies of Marietta's size, and what degree of
attention Goldman is providing this engagement.
o The 90,000 options awarded you last November, at a
$7.00 exercise price, were subject to shareholder
approval at the upcoming annual meeting. Since the
announcement of our offer, the Board has granted you
corresponding stock appreciation rights (valued at
$360,000 at our bid price) that are designed to
circumvent the requirement of shareholder approval.
o The Company also reported in its first-quarter 10-Q,
without explanation, that 1995 capital expenditures
will be approximately $6 million, $3.6 million of
which had already been authorized. This is triple the
average for the last six years and twice last
<PAGE>
<PAGE>
year's level - a surprisingly huge increase in capital
investment, in the face of flat, if not declining,
sales and earnings.
. This announcement came as a particular surprise
because as recently as December 23, 1994 Marietta
stated in its 10-K: "The Company believes that
it has sufficient production capacity to meet its
anticipated growth for the foreseeable future."
And while the 10-K mentioned in one sentence that
there would be significant capital improvements
in 1995, the only example given was $1.5 million
of construction on the Olive Branch facility.
The 10-K is devoid of any suggestion that capital
expenditures were about to increase dramatically
over the prior year's level.
. Further, we doubt that such a significant
capital-expenditure decision - one that may well
inhibit the price that can be offered by
ourselves or other potential bidders - could not
be delayed until the Board decided (or allowed
the shareholders to decide) whether to put the
Company up for sale.
Against the backdrop of these developments and the lack of any
response to our offer, your call for patience has begun to ring
hollow.
Steve, I appreciate the cordial tone of our few
conversations, including yesterday's. I remain committed to a
constructive dialogue if the Board will only afford us the
opportunity. But the Board has been unresponsive by any
reasonable measure, and I think that we and Marietta's other
stockholders deserve better. We believe that we are entitled
to a response to our proposal immediately following the Board's
meeting next Friday.
Let me reiterate our willingness to consider increasing
our offering price if justified by Marietta's non-public
information, to which we have been seeking access for the last
six weeks. Please also be aware that our negotiations with
lenders have advanced successfully in the interim, confirming our
earlier expectation that the proposed acquisition can be readily
financed.
In addition, on behalf of Dickstein & Co., L.P. and
Dickstein International Limited (which together own more than
14% of Marietta's shares), please be advised that we expect the
Board to comply with its responsibility, under Section 603 of the
New York Corporation Law, to conduct an election of directors by
May 1, 1995.
In accordance with the requirements of securities laws,
we will be filing a copy of this letter in an amendment to our
13D.
We look forward to hearing from you.
Sincerely,
Mark Dickstein
cc: Board of Directors of Marietta Corporation
<PAGE>
