SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [ x]
Check the appropriate box:
[X ] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
Marietta Corporation
(Name of Registrant as Specified In Its Charter)
Dickstein Partners Inc.
(Name of Person(s) Filing Proxy Statement)
<PAGE>
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),
or 14a-6(i)(2).
[X ] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).*
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(4)and 0-11.
(1) Title of each class of securities to which transaction
applies:
(2) Aggregate number of securities to which transaction
applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:1/
(4) Proposed maximum aggregate value of transaction:
1/ Set forth the amount on which the filing fee is calculated
and
state how it was determined.
* Previously paid.
PAGE
<PAGE>
[ ] Check box if any part of the fee is offset as provided
by Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the form or schedule
and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
PAGE
<PAGE>
REVISED PRELIMINARY COPIES, DATED FEBRUARY 7, 1995
1995 ANNUAL MEETING OF SHAREHOLDERS
of
MARIETTA CORPORATION
37 Huntington Street
Cortland, New York 13045
PROXY STATEMENT
of
DICKSTEIN PARTNERS INC.
This Proxy Statement and the accompanying Letter to
Shareholders and BLUE Annual Meeting proxy card are furnished in
connection with the solicitation of proxies by Dickstein Partners
Inc. ("Dickstein Partners") to be used at the 1995 Annual Meeting
of Shareholders of Marietta Corporation ("Marietta") to be held
at on and at any adjournments or
postponements thereof (the "Annual Meeting").
At the Annual Meeting, eight Directors of Marietta will be
elected. Dickstein Partners is soliciting your proxy in support
of the election of the eight nominees of Dickstein Partners named
below (the "Dickstein Nominees") as the Directors of Marietta.
ALL DICKSTEIN NOMINEES ARE COMMITTED TO A PROGRAM OF
OFFERING MARIETTA FOR SALE, AND SELLING MARIETTA, TO THE BUYER
WHO IS WILLING TO PAY THE HIGHEST PRICE, SO LONG AS THE PRICE IS
AT LEAST $11 PER SHARE OF MARIETTA COMMON STOCK.
The record date for determining shareholders entitled to
notice of and to vote at the Annual Meeting is
(the "Record Date"). Shareholders of record at the close of
business on the Record Date will be entitled to one vote at the
Annual Meeting for each share of Marietta Common Stock, par value
$.01 per share (the "Shares"), held on the Record Date.
According to the preliminary proxy statement of Marietta filed
with the Securities and Exchange Commission on ,
1995 (the "Marietta Proxy Statement"), there were
Shares issued and outstanding as of the close of business on the
Record Date.<PAGE>
Dickstein Partners manages private investment funds. As of
the date of this Proxy Statement, two of these funds, Dickstein &
Co., L.P. and Dickstein International Limited (collectively, the
"Dickstein Funds"), beneficially own in the aggregate 508,000
Shares, or 14.1% of the outstanding Shares. The address of
Dickstein Partners Inc. is 9 West 57th Street, New York, New York
10019, and its telephone number is (212) 754-4000. Calibre
Capital Advisors, Inc. ("Calibre"), a private investment firm,
may be deemed to be a participant in the solicitation by
Dickstein Partners. As of the date of this Proxy Statement,
Calibre beneficially owns 18,000 Shares, or 0.5% of the
outstanding Shares. The address of Calibre is 66 East 80th
Street, New York, New York 10021, and its telephone number is
(212)861-8845. See "Proposed Acquisition -- Certain
Arrangements" below.
This Proxy Statement, the accompanying Letter to
Shareholders and the BLUE Annual Meeting proxy card are first
being furnished to Marietta shareholders on or about
, 1995.
PAGE
<PAGE>
IMPORTANT
At the Annual Meeting, Dickstein Partners will seek to
elect the Dickstein Nominees as the Directors of Marietta. The
election of the Dickstein Nominees requires the affirmative vote
of a plurality of the votes cast, assuming a quorum is present or
otherwise represented at the Annual Meeting.
Dickstein Partners urges you to mark, sign, date and return
the enclosed BLUE Annual Meeting proxy card to vote for election
of the Dickstein Nominees.
A vote for the Dickstein Nominees is a vote for Directors
who are committed to a program of offering Marietta for sale, and
selling Marietta, to the buyer who is willing to pay the highest
price, so long as the price is at least $11 per Share.
DICKSTEIN PARTNERS URGES YOU NOT TO SIGN ANY PROXY CARD
SENT TO YOU BY MARIETTA. IF YOU HAVE ALREADY DONE SO, YOU MAY
REVOKE YOUR PROXY BY DELIVERING A WRITTEN NOTICE OF REVOCATION OR
A LATER DATED PROXY FOR THE ANNUAL MEETING TO DICKSTEIN PARTNERS,
C/O MACKENZIE PARTNERS, INC., 156 FIFTH AVENUE, NEW YORK 10010
(THE "AGENT"), OR TO THE SECRETARY OF MARIETTA, OR BY VOTING IN
PERSON AT THE ANNUAL MEETING. SEE "PROXY PROCEDURES" BELOW.
THE DICKSTEIN NOMINEES SUPPORT THE SALE OF MARIETTA
All Dickstein Nominees are committed to a sale of Marietta
to the buyer who is willing to pay the highest price, so long as
the price is at least $11 per Share. If elected, the Dickstein
Nominees will, subject to their fiduciary duties, seek to cause
Marietta to offer itself for sale, and to consummate a sale, to
the buyer who is willing to pay the highest price, so long as
the price is at least $11 per Share.
As indicated under "Proposed Acquisition" below, Dickstein
Partners and Calibre have proposed to acquire, by means of a
merger, 100% of the outstanding stock of Marietta at a price of
$11 per Share.
If, like us, you believe that you should have the
opportunity to receive for all of your Shares the highest price
that a buyer is currently willing to pay, so long as the price is
at least $11 per Share, Dickstein Partners urges you to vote your
BLUE Annual Meeting proxy card FOR each of the Dickstein
Nominees.
PAGE
<PAGE>
ELECTION OF DIRECTORS
According to publicly available information, Marietta
currently has eight Directors, all of whose terms will expire at
the Annual Meeting.
Dickstein Partners proposes that Marietta shareholders
elect the Dickstein Nominees as the Directors of Marietta at the
Annual Meeting. If all Dickstein Nominees are elected, the
Dickstein Nominees would constitute the entire Board of Directors
of Marietta. The Dickstein Nominees are listed below and have
furnished the following information concerning their principal
occupations or employment and certain other matters. Each
Dickstein Nominee, if elected, would hold office until the 1996
Annual Meeting of Shareholders and until a successor has been
elected and qualified or until his earlier death, resignation or
removal. Although Dickstein Partners has no reason to believe
that any of the Dickstein Nominees will be unable to serve as
directors, if any one or more of the Dickstein Nominees is not
available for election, the persons named on the BLUE Annual
Meeting proxy card will vote for the election of such other
nominees as may be proposed by Dickstein Partners.
Dickstein Nominees for Directors
Steven L. Bock, age 41, has been Chief Executive Officer of
Specialty Catalog Corp. and its predecessor since 1990.
Specialty Catalog Corp., which is 48% owned by the Dickstein
Funds, is a catalog direct marketer of women's wigs and related
products and of professional educational materials. Prior
thereto, from 1988, Mr. Bock was a founding partner in RSG
Partners, a private investment and management firm, which
organized the predecessor of Specialty Catalog Corp. Mr. Bock's
business address is c/o SC Direct, Inc., Six Landmark Square,
Stamford, Connecticut 06883.
Mark Dickstein, age 36, has been the President of Dickstein
Partners since prior to 1989 and is primarily responsible for the
operations of the Dickstein Funds. He is the Chairman of the
Board of Carson Pirie Scott & Co., a midwest department store
chain. He is also director of KinderCare Learning Centers, Inc.,
the largest provider of proprietary child care in the United
States, and Zale Corporation, a national jewelry retailer.
Carson Pirie Scott & Co., KinderCare Learning Centers, Inc. and
Zale Corporation are publicly held. Mr. Dickstein's business
address is c/o Dickstein Partners Inc., 9 West 57th Street, New
York, New York 10019.
Jeffrey E. Ginsberg, age 31, has since 1994 been managing
general partner of APEX Site Management, a company that he
co-founded and that assists real property owners in attracting<PAGE>
telecommunications tenants. Prior to that, since 1991, Mr.
Ginsberg was a co-founder and Director of Acquisitions of Horizon
Cellular Group, an operator of fourteen cellular telephone
systems. From 1989 through 1991, Mr. Ginsberg was associated
with Block B Cellular Corporation, a cellular telephone operator
that he co-founded. From 1988 to 1991, Mr. Ginsberg was also a
principal of First Eastern Merchant Banking Group, an investment
banking and venture capital firm specializing in
telecommunications. Mr. Ginsberg's business address is 200 S.
Broad Street, Philadelphia, Pennsylvania 19102.
Lawrence E. Golub, age 35, has since 1994 been President of
Golub Associates Incorporated, an investment and financial
advisory firm that he founded and owns. From 1993 to 1994, Mr.
Golub was a Managing Director of Bankers Trust Company, where he
participated in structuring, recapitalizing, hedging, and selling
public and private equity investments. From 1992 to 1993, Mr.
Golub was a White House Fellow, serving as Special Assistant to
the Secretary of Health and Human Services and as policy
coordinator for the President's cabinet-level health care reform
group. Mr. Golub was a Managing Director of Wasserstein Perella
& Co., Inc. from 1990 to 1992, specializing in corporate finance,
and was a Vice President of Allen & Company Incorporated, a
private investment banking firm, from 1985 to 1990.
Samuel L. Katz, age 29, has been a Vice President of
Dickstein Partners since July 1993. Previously, since February
1992, Mr. Katz was the Co-Chairman of Saber Capital Inc., a firm
making private equity investments. Before that, since 1988, Mr.
Katz was an Associate and then a Vice President of The Blackstone
Group, an investment and merchant bank, where he focused on
leveraged buyout transactions. Mr. Katz's business address is
c/o Dickstein Partners Inc., 9 West 57th Street, New York, New
York 10019.
Ira W. Krauss, age 49, is President of First Sterling
Corporation, a position he has held since 1983. First Sterling
Corporation is engaged in real estate operation and development.
Mr. Krauss also serves as President of the Board of Education of
the Borough of New Providence, New Jersey. Mr. Krauss's business
address is c/o First Sterling Corporation, 900 Third Avenue, New
York, New York 10022.<PAGE>
Howard R. Shapiro, age 40, has since 1994 been President of
Calibre, a private investment firm that he founded and owns.
Previously, since 1985, Mr. Shapiro was a Vice President of
Manufacturers Hanover Trust Company, where he was involved in
financing for leveraged acquisitions, recapitalizations and
distressed corporate credits. Mr. Shapiro's business address is
c/o Calibre Capital Advisors, Inc., 66 East 80th Street, New
York, New York 10021.
Ralph E. Stewart, age 46, has since 1993 been a private
management consultant. From 1992 to 1993 he was President and
Chief Operating Officer of Abex Inc., and from 1989 to 1992 he
was President and Chief Executive Officer of Pneumo Abex Corp.,
both of which are manufacturers of aerospace and automotive
components. From 1986 to 1989, Mr. Stewart was a Group Vice
President of Pullman Co., a manufacturer of transportation
equipment and material handling and fluid power products. Mr.
Stewart's address is 3037 Bonnie Brae Crescent, Flossmoor,
Illinois 60422.
In September 1990, the Commodity Futures Trading Commission
(the "CFTC") initiated an administrative proceeding against Mr.
Dickstein alleging that in 1987 certain of his personal
commodities trading activities were in violation of applicable
laws. Specifically, the CFTC claimed that Mr. Dickstein, in his
capacity as a local floor trader, aided and abetted another floor
trader in, among other things, non-competitive trading and
defrauding such floor trader's customers. Without admitting or
denying the CFTC's allegations, Mr. Dickstein settled this matter
in September 1991. As part of the settlement, Mr. Dickstein
agreed not to engage in commodities transactions for a period of
one year, and for two additional years not to trade on the floor
of any commodities exchange. Mr. Dickstein also had his
commodities floor brokerage license revoked and paid a $150,000
civil penalty.
Mr. Bock was Chief Executive Officer of SC Corp., the
predecessor of Specialty Catalog Corp., when in December 1992 SC
Corp. and its four subsidiaries filed for protection under
Chapter 11 of the United States Bankruptcy Code. Two of the
subsidiaries emerged from bankruptcy with the consummation of the
plan of reorganization of Specialty Catalog Corp. in November
1994. The other two subsidiaries were liquidated by the secured
Lender.
It is anticipated that each of the Dickstein Nominees, upon
his election as a director of Marietta, will receive director's
fees consistent with Marietta's past practice. According to the
Marietta Proxy Statement, directors who are not employees of
Marietta receive $500 per month plus $300 for each meeting<PAGE>
attended of the board or any committee plus reimbursement for
travel expenses. It is expected that each Dickstein Nominee who
serves on the independent committee of the board of directors
formed to evaluate acquisition proposals will be assured of
receiving a minimum of $10,000 of fees for his period of service.
See "Proposed Acquisition." In addition, Dickstein Partners has
agreed to indemnify each of the Dickstein Nominees against any
claims and expenses, including legal fees, arising out of their
participation in the proxy solicitation for their election.
Except as set forth above or under "Proposed Acquisition --
Certain Arrangements" below, none of Dickstein Partners, Calibre,
the Dickstein Nominees or any of their respective associates (i)
has any arrangements or understandings with any person or persons
with respect to any future employment by Marietta or its
affiliates, or with respect to any future transactions to which
Marietta or any of its affiliates may be a party; (ii) has
carried on any occupation or employment with Marietta or any
corporation or organization which is or was a parent, subsidiary
or other affiliate of Marietta; or (iii) has received any cash
compensation, cash bonuses, deferred compensation, compensation
pursuant to plans, or other compensation, from, or in respect of,
services rendered to or on behalf of Marietta. No family
relationships exist among the Dickstein Nominees or between any
of the Dickstein Nominees and any director or executive officer
of Marietta.
Except as set forth under "Proposed Acquisition -- Certain
Arrangements" below, none of Dickstein Partners, Calibre, the
Dickstein Nominees or any of their respective associates (i)
since October 1, 1993, has engaged in or has a direct or indirect
material interest in any transaction or series of similar
transactions to which Marietta or any of its subsidiaries was or
is to be a party in which the dollar amount involved exceeded, or
is expected to exceed, $60,000 in the aggregate; or (ii) is a
party adverse to Marietta or any of its subsidiaries in any
material proceedings or has a material interest adverse to the
interests of Marietta or any of its subsidiaries in any such
proceedings.
Certain additional information relating to, among other
things, the ownership, purchase and sale of securities of
Marietta by Dickstein Partners, Calibre, the Dickstein Nominees
and their respective associates, or arrangements with respect
thereto, is set forth in "Proposed Acquisition -- Certain
Arrangements" and "Security Ownership of Certain Beneficial
Owners and Management of Marietta" below and in Schedule II.
<PAGE>
Voting Procedures
Election of the Dickstein Nominees requires the affirmative
vote of a plurality of the votes cast in the election at the
Annual Meeting, assuming a quorum is present or otherwise
represented at the Annual Meeting. Shares voted as abstentions
and "broker non-votes" are considered present at the Annual
Meeting for the purposes of determining the presence of a quorum.
"Broker non-votes" relate to shares of stock held of record by a
broker as to which no discretionary authority or voting
directions exist.
The accompanying BLUE Annual Meeting proxy card will be
voted at the Annual Meeting in accordance with your instructions
on such card. You may vote FOR the election of each of the
Dickstein Nominees as Directors of Marietta or withhold authority
to vote for the election of all the Dickstein Nominees by marking
the proper box on the BLUE Annual Meeting proxy card. You may
also withhold your vote from any one or more of the Dickstein
Nominees by writing the name of such nominee(s) in the space
provided on the BLUE Annual Meeting proxy card. IF NO MARKING IS
MADE, YOU WILL BE DEEMED TO HAVE GIVEN A DIRECTION TO VOTE THE
SHARES REPRESENTED BY THE BLUE ANNUAL MEETING PROXY CARD FOR THE
ELECTION OF ALL THE DICKSTEIN NOMINEES PROVIDED THAT YOU HAVE
SIGNED AND DATED THE PROXY CARD. The Dickstein Funds and
Calibre, which in the aggregate own approximately 14.6% of the
Shares outstanding, will vote their Shares FOR the election of
the Dickstein Nominees.
Dickstein Partners believes that it is in your best
interest to elect the Dickstein Nominees at the Annual Meeting.
All Dickstein Nominees are committed to a program of offering
Marietta for sale, and selling Marietta, to the buyer who is
willing to pay the highest price, so long as the price is at
least $11 per Share.
DICKSTEIN PARTNERS STRONGLY RECOMMENDS A VOTE FOR THE
ELECTION OF THE DICKSTEIN NOMINEES.
PAGE
<PAGE>
OTHER MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING
Approval of the Marietta Corporation 1994 Stock Option Plan
As set forth in the Marietta Proxy Statement, at the Annual
Meeting the shareholders will be asked to vote on a proposal to
approve the Marietta Corporation 1994 Stock Option Plan (the
"Plan") adopted by the Marietta Board on , 1994.
A description of the Plan is contained in the Marietta Proxy
Statement and is incorporated herein by reference. Dickstein
Partners has had insufficient opportunity to evaluate the Plan
and therefore is not making any recommendation on this proposal
at the present time.
The accompanying BLUE Annual Meeting proxy card will be
voted in accordance with your instructions on such card. You may
vote for approval of the Plan, or vote against or abstain from
voting on the approval of the Plan, by marking the proper box on
the BLUE Annual Meeting proxy card. If no marking is made, you
will be deemed to have given a direction to abstain from voting
the Shares represented by the BLUE Annual Meeting proxy card with
respect to the approval of the Plan.
Approval of the Issuance of Stock Options to Stephen D. Tannen
As set forth in the Marietta Proxy Statement, at the Annual
Meeting the shareholders will be asked to vote on a proposal to
approve the issuance of stock options to acquire 47,145 Shares
(the "Tannen Stock Options") to Stephen D. Tannen, President and
Chief Executive Officer of Marietta. A description of the
proposal to issue the Tannen Stock Options is contained in the
Marietta Proxy Statement and is incorporated herein by reference.
Dickstein Partners has had insufficient opportunity to evaluate
the proposal to issue the Tannen Stock Options and therefore is
not making any recommendation on this proposal at the present
time.
The accompanying BLUE Annual Meeting proxy card will be
voted in accordance with your instructions on such card. You may
vote for approval of the Tannen Stock Options, or vote against or
abstain from voting on the approval of the Tannen Stock Options,
by marking the proper box on the BLUE Annual Meeting proxy card.
If no marking is made, you will be deemed to have given a
direction to abstain from voting the Shares represented by the
BLUE Annual Meeting proxy card with respect to the approval of
the Tannen Stock Options.
Other Proposals
Except as set forth above, Dickstein Partners is not aware
of any proposals to be brought before the Annual Meeting. Should
other proposals be brought before the Annual Meeting, the persons
named on the BLUE Annual Meeting proxy card will abstain from<PAGE>
voting on such proposals unless such proposals adversely affect
the interests of Dickstein Partners as determined by Dickstein
Partners in its sole discretion, in which event such persons will
vote on such proposals at their discretion.
Voting Procedures
Approval of the Plan and of the Tannen Stock Options
requires a majority of the votes cast on the respective matter.
Shares voted as abstentions and shares with respect to which a
broker submits a "broker non-vote" on the matter are not counted
in calculating the number of votes cast on the matter and have
the effect of reducing the number of votes required for approval
of the matter. The vote required for approval of any matter that
may be submitted to shareholders other than the Plan and the
Tannen Stock Options will be as prescribed by Marietta's charter
or bylaws or by applicable law.
PROXY PROCEDURES
Shareholders are urged to mark, sign and date the
enclosed BLUE Annual Meeting proxy card and return it to
Dickstein Partners, c/o MacKenzie Partners, Inc., 156 Fifth
Avenue, 9th Floor, New York, New York 10010 in the enclosed
envelope in time to be voted at the Annual Meeting. Execution of
the BLUE Annual Meeting proxy card will not affect your right to
attend the Annual Meeting and to vote in person. Any proxy may
be revoked at any time prior to the Annual Meeting by delivering
a written notice of revocation or a later dated proxy at the
particular meeting. Only your latest dated proxy for the Annual
Meeting will count.
Only holders of record as of the close of business on the
Record Date will be entitled to vote. If you were a shareholder
of record on the Record Date, you may vote your shares at the
Annual Meeting even if you have sold your shares before or after
the Record Date. Accordingly, please vote the shares held by you
on the Record Date, or grant a proxy to vote such shares, on the
BLUE Annual Meeting proxy card, even if you have sold your shares
before or after the Record Date.
If any of your Shares are held in the name of a brokerage
firm, bank, bank nominee or other institution on the Record Date,
only it can vote such Shares and only upon receipt of your
specific instructions. Accordingly, please contact the person
responsible for your account and instruct that person to execute
on your behalf the BLUE Annual Meeting proxy card.
PAGE
<PAGE>
PROPOSED ACQUISITION
On January 17, 1995, Mark Dickstein, the President of
Dickstein Partners, telephoned Marietta and spoke with Philip A.
Shager, Chief Accounting Officer and Treasurer of Marietta. Mr.
Dickstein advised Mr. Shager that Dickstein Partners and Calibre
proposed to acquire all of the outstanding stock of Marietta.
Following the telephone call, Mr. Dickstein sent the following
letter on behalf of Dickstein Partners to Chesterfield F. Siebert
Sr., Chairman of the Board of Marietta. The letter reflects a
good faith proposal that Dickstein Partners and Calibre would
expect to consummate upon execution of definitive transaction
documentation with Marietta. Prior to the execution of such
documentation, the proposal is subject to change or withdrawal.
"Dear Mr. Siebert:
As I mentioned to Philip Shager by phone earlier
today, Dickstein Partners Inc. and Calibre Capital
Advisors, Inc. propose to acquire, by means of an
all cash merger, 100% of the stock of Marietta
Corporation at a price of $11 per share. We ask that
you afford us the opportunity to meet with you in the
next day or two so that we can introduce ourselves
personally and discuss this proposal with you.
Based on our review of Marietta Corporation's
publicly available information, we believe $11 per share
to be a fair price for the company. However, if we are
able to review Marietta Corporation's non-public
information there is a strong possibility that we would
be prepared to improve the terms of our proposal.
Dickstein Partners Inc. manages three private
investment funds having combined equity capital of more
than $250 million. Through its funds, Dickstein is
prepared to finance this acquisition with an equity
contribution of as much as one-third of the funds
required for the transaction. Dickstein and Calibre
currently own 526,000 shares of Marietta Corporation's
common stock, which we believe represent 14.6% of the
total outstanding shares. Based upon preliminary
discussions we have had with institutional lenders,
we believe that we should easily be able to obtain the
balance of the financing.
The acquisition would be subject to the
negotiation of a definitive agreement and other
customary conditions. We would honor Marietta's
existing employment agreements and our present
intention is to retain the existing management team. <PAGE>
We stand ready to expeditiously complete this transaction,
with your cooperation.
Although our proposal is unsolicited, we seek to
work amicably with you. We believe our proposal
represents an excellent opportunity to maximize
shareholder value. We therefore hope that your directors
will approve, and afford your shareholders an opportunity
to consider, our proposal. We urge the Board not
to respond to our proposal by modifying employment
agreements or taking other steps which might impair
shareholder value.
As much as we desire to accomplish our objective
amicably, as a precautionary measure, we are filing with
the Securities and Exchange Commission preliminary proxy
material that would enable us to propose an alternate
slate of directors at the upcoming shareholders' meeting
if we do not reach agreement with the existing board.
Our nominees would run on a platform that the Company
should be sold at the best available price, but not less
than $11 per share.
Tomorrow morning, we will issue a press release
describing our proposal. We will soon be filing with the
S.E.C. our Schedule 13D statement, which will include a
copy of this letter.
Let me reiterate our desire to meet with you as
soon as possible to proceed on a constructive basis.
I urge you not to enter into any agreements with
third parties without first giving us an opportunity
to improve our proposal. We are prepared to immediately
sign an appropriate confidentiality agreement in order to
conduct due diligence and review non-public information.
I hope you will be in a position tomorrow to suggest a
time and place for a meeting.
Very truly yours,
Mark Dickstein"
On January 18, 1995, Mr. Dickstein spoke by telephone to
Stephen D. Tannen, President and Chief Executive Officer of
Marietta, and reiterated what he had told Mr. Shager the previous
day and certain points contained in the letter to Mr. Siebert.
Dickstein Partners intends to seek to negotiate with
Marietta regarding its proposal to acquire Marietta. Such
negotiations could result in, among other things, termination of
this proxy solicitation and submission of a different acquisition
proposal to Marietta. Although Dickstein Partners does not<PAGE>
presently intend, in the event the Dickstein Nominees are
elected, to alter the terms of the proposed acquisition to
provide for the issuance of securities or other consideration in
exchange for Shares, it is possible that, depending on the facts
and circumstances existing at the time, the terms might be
altered in this or other respects.
As indicated elsewhere in this Proxy Statement, the
Dickstein Nominees, if elected, will, subject to their fiduciary
duties, seek to cause Marietta to offer itself for sale, and to
consummate a sale, to the buyer who is willing to pay the highest
price, so long as the price is at least $11 per Share. There can
be no assurance, however, that a buyer other than Dickstein
Partners and Calibre will offer to purchase Marietta at all or
for a price that is higher than the price offered by Dickstein
and Calibre. It is anticipated that if the Dickstein Nominees
are elected, the board will form a committee of directors, each
of whom is independent of Dickstein Partners and Calibre and has
no economic interest in the acquisition of Marietta, to consider,
negotiate and determine to recommend approval of the terms of a
sale of Marietta. The members of such an independent committee
are currently expected to be Messrs. Bock, Ginsberg, Golub and
Krauss. The independent committee will establish procedures,
possibly including auctioning or actively shopping Marietta, to
maximize the price at which Marietta may be sold.
It is anticipated that a sale of Marietta, including a sale
to Dickstein Partners and Calibre, would be subject to a separate
vote of shareholders at a later time, although if a buyer
approved by the board of directors were to acquire 90% or more of
the outstanding Shares, an acquisition could be effected without
a shareholder vote pursuant to applicable provisions of the New
York Business Corporation law.
Certain Arrangements
Dickstein Partners (on behalf of the Dickstein Funds),
Calibre and Howard Shapiro, President of Calibre and a Dickstein
Nominee, have entered into a Memorandum of Understanding, dated
January 3, 1995 (the "Memorandum"), confirming their intention to
pursue, on a joint basis, the acquisition of Marietta (the
"Acquisition"). Under the Memorandum, the interests of Dickstein
Partners and Calibre in Marietta following the Acquisition would
be in proportion to their respective cash investments in the
Shares purchased by them. The Memorandum provides that Dickstein
Partners reserves total discretion over its own investment and
voting decisions and over the conduct of the Acquisition, and
Calibre reserves total discretion over its investment and voting
decisions and its participation in the Acquisition.
The Memorandum further provides that, after consummation of
the Acquisition when Marietta is no longer a publicly-held
company, and so long as Calibre maintains its investment in<PAGE>
Marietta, Dickstein Partners will cause Mr. Shapiro to be elected
as a director of Marietta and to receive a fee of $100,000 per
annum for his services as a director. In addition, Dickstein
Partners has agreed to pay to Calibre a contingent fee equal to
11% of the net profits realized by Dickstein Partners on its
investment in Marietta. A non-refundable advance of $125,000 on
the contingent fee is payable by Dickstein Partners to Calibre
upon consummation of the Acquisition.
Under the Memorandum, Calibre will have the right, on
certain occasions subsequent to the Acquisition when Marietta is
no longer a publicly-held company, to sell its Shares to Marietta
at then current fair market value. In the event that Dickstein
Partners arranges to sell any portion of its investment in
Marietta, in either a privately negotiated transaction or
pursuant to a public offering, Calibre will have the right to
participate, and Dickstein may require Calibre to participate, in
such a sale on a pro rata basis.
The Memorandum provides that, until Dickstein Partners
terminates its participation with Calibre in respect of Marietta,
Dickstein Partners will bear all the expenses of the parties.
Following consummation of the Acquisition when Marietta is no
longer a publicly-held company, Dickstein will be entitled to
receive reasonable and customary expenses incurred in connection
with the management of Marietta, and it and/or its partners and
principals will be entitled to receive up to $100,000 per year in
the aggregate for performance of duties as directors and other
bona fide services to Marietta.
Dickstein Partners has the right at any time, by written
notice, to terminate the collaboration between Dickstein Partners
and Calibre contemplated by the Memorandum. If Dickstein
Partners terminates such collaboration, Calibre will nonetheless
retain its rights under the Memorandum, except as otherwise
provided. Dickstein has agreed to indemnify Calibre against
claims asserted on account of alleged wrongful acts or omissions
arising in connection with the matters described in the
Memorandum, including the purchase of Shares contemplated
thereby.
It is anticipated that Dickstein Partners will engage Mr.
Ralph Stewart, a Dickstein Nominee, as a consultant to assist in
any due diligence review of Marietta conducted in connection with
the proposed acquisition of Marietta by Dickstein Partners and
Calibre. It is also anticipated that Mr. Stewart would serve as
a management consultant to Dickstein Partners in respect of
Marietta for a limited period following consummation of such an
acquisition. Mr. Stewart would be compensated on a per diem
basis at the rate of approximately $1,000 per day, plus
reimbursement of expenses. <PAGE>
Except as aforesaid or as provided under "Election of
Directors" above, none of Dickstein Partners, Calibre, the
Dickstein Nominees nor any of their respective associates is, or
since October 1, 1993 has been, a party to any contract,
arrangement or understanding with any person with respect to
securities of Marietta.
Change in Control
Based upon publicly available information concerning
Marietta, the following would be the consequences of a change in
control of Marietta occasioned by the election of the Dickstein
Nominees to a majority of the board of directors of Marietta (a
"Dickstein Change of Control").
Employment agreements with two of Marietta's executive
officers would permit these officers to resign upon the
occurrence of a Dickstein Change of Control without the approval
of the existing directors of Marietta. Following such
resignation, these officers would be entitled to severance
benefits totaling approximately $335,000. In addition, upon the
occurrence of a Dickstein Change of Control without the approval
of the existing directors of Marietta, all outstanding unvested
stock options of Marietta executives would become immediately
exercisable. As of October 1, 1994, there were outstanding
executive stock options to acquire 95,846 Shares, of which
options with respect to 45,219 Shares had not yet vested.
Subsequent to October 1, 1994, Marietta granted options to
acquire an additional 90,000 Shares to Mr. Stephen D. Tannen,
Marietta's President and Chief Executive Officer, at an exercise
price of $7.00 per share, of which options to acquire 42,855
Shares were granted under the Plan. See "Other Matters to be
Considered at the Annual Meeting--Approval of the Marietta
Corporation 1994 Stock Option Plan;" and "--Approval of the
Issuance of Stock Options to Stephen D. Tannen." All of such
options, which are subject to shareholder approval, are currently
unvested, but would become immediately exercisable upon the
occurrence of a Dickstein Change of Control without the approval
of the existing directors of Marietta. If the Plan or the
options granted to Mr. Tannen are not approved by Marietta's
shareholders on or prior to November 27, 1995, the grant of the
options will be void. However, in lieu of such options, there
would be granted to Mr. Tannen cash-only stock appreciation
rights in respect of 90,000 Shares, with a base price of $7.00
per share and subject to a maximum amount payable of $630,000.
The stock appreciation rights would become immediately excisable
upon the occurrence of a Dickstein Change of Control without the
approval of the existing directors of Marietta.
PAGE
<PAGE>
SOLICITATION OF PROXIES
Proxies may be solicited by mail, advertisement, telephone
or telecopier or in person. Solicitations may be made by
directors, officers and employees of Dickstein Partners or
Calibre, none of whom will receive additional compensation for
such solicitations. Dickstein Partners has requested banks,
brokerage houses and other custodians, nominees and fiduciaries
to forward all its solicitation materials to the beneficial
owners of the Shares they hold of record. Dickstein Partners
will reimburse these record holders for customary clerical and
mailing expenses incurred by them in forwarding these materials
to their customers.
Dickstein Partners has retained the Agent for solicitation
and advisory services in connection with the solicitation, for
which the Agent is to receive a fee of $ , together with
reimbursement for its reasonable out-of-pocket expenses.
Dickstein Partners has also agreed to indemnify the Agent against
certain liabilities and expenses, including liabilities and
expenses under the federal securities laws. The Agent will
solicit proxies for the Annual Meeting from individuals, brokers,
banks, bank nominees and other institutional holders. It is
anticipated that the Agent will employ approximately 35 persons
to solicit shareholders for the Annual Meeting.
Certain information about directors and officers of
Dickstein Partners and Calibre who, in each case, may also assist
in soliciting proxies, is set forth in the attached Schedule I.
The entire expense of soliciting proxies for the Annual
Meeting is being borne by Dickstein Partners. Dickstein Partners
may seek reimbursement for such expenses from Marietta, but does
not expect that the question of such reimbursement will be
submitted to a vote of shareholders. Costs incidental to this
solicitation of proxies include expenditures for printing,
postage, legal, accounting, public relations, advertising and
related expenses and are expected to be approximately $ ;
costs incurred to the date of this Proxy Statement are
approximately $ .
If Dickstein Partners should withdraw, or materially change
the terms of, this solicitation of proxies prior to the Annual
Meeting, Dickstein Partners will supplement this Proxy Statement
or otherwise publicly disseminate information regarding such
withdrawal or change and, in appropriate circumstances, will
provide shareholders with a reasonable opportunity to revoke
their proxies prior to the Annual Meeting.
PAGE
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT OF MARIETTA
As of the date of this Proxy Statement, the Dickstein Funds
beneficially own an aggregate of 508,000 Shares, representing
approximately 14.1% of the Shares outstanding on the Record Date.
The Shares beneficially owned by the Dickstein Funds are owned as
set forth in the following table:
Name and Address of Shares Percentage of Shares
Beneficial Owner Beneficially Owned Outstanding
Dickstein & Co., L.P. 347,900 9.7%
c/o Dickstein Partners
Inc.
9 West 57th Street
New York, New York 10019
Dickstein International 160,100 4.4%
Limited
129 Front Street
Hamilton HM 12, Bermuda
Dickstein Partners is the general partner of Dickstein
Partners, L.P., which is the general partner of Dickstein & Co.,
L.P. Dickstein Partners is also the advisor to Dickstein
International Limited. Mark Dickstein, a Dickstein Nominee, is
the President and sole stockholder of Dickstein Partners. By
reason of such relationships, Dickstein Partners, L.P. may be
deemed to beneficially own the Shares owned by Dickstein & Co.,
L.P., and Dickstein Partners and Mark Dickstein may be deemed to
beneficially own the shares owned by Dickstein & Co., L.P., and
Dickstein International Limited. Each of Dickstein Partners,
L.P., Dickstein Partners and Mark Dickstein disclaims
beneficially ownership of the Shares which it or he may be deemed
to own by reason of such relationships, except to the extent of
its or his actual economic interest in the Dickstein Funds. The
Dickstein Funds invest primarily in special situations, including
the purchase of securities and other obligations of companies
that are financially distressed or have recently emerged from
bankruptcy, and risk-arbitrage transactions.
As of the date of this Proxy Statement, Calibre
beneficially owns an aggregate of 18,000 Shares, representing
approximately 0.5% of the Shares outstanding on the Record Date.
<PAGE>
Mr. Howard Shapiro, a Dickstein Nominee, may be deemed to
beneficially own the Shares owned by Calibre.
Except as set forth above, none of Dickstein Partners,
Calibre, any of the Dickstein Nominees or any of their respective
associates owns beneficially or of record any securities of
Marietta or any of its subsidiaries. Schedule II sets forth
certain additional information relating to the Shares
beneficially owned by the Dickstein Funds and Calibre.
PAGE
<PAGE>
OTHER INFORMATION
Security Ownership of Certain Beneficial Owners
Certain information regarding Shares held by Marietta's
directors, nominees, management and other 5% shareholders is
contained in the Marietta Proxy Statement and is incorporated
herein by reference.
Proposals of Security Holders
Information concerning the date by which proposals of
security holders intended to be presented at the next annual
meeting of shareholders of Marietta must be received by Marietta
for inclusion in Marietta's proxy statement and form of proxy for
that meeting is contained in the Marietta Proxy Statement and is
incorporated herein by reference.
Dickstein Partners assumes no responsibility for the
accuracy or completeness of any information contained herein
which is based on, or incorporated by reference to, the Marietta
Proxy Statement.
PLEASE INDICATE YOUR SUPPORT OF THE DICKSTEIN NOMINEES BY
COMPLETING, SIGNING AND DATING THE ENCLOSED BLUE ANNUAL MEETING
PROXY CARD AND RETURN IT PROMPTLY TO MACKENZIE PARTNERS, INC.,
156 FIFTH AVENUE, 9TH FLOOR, NEW YORK, NEW YORK 10010 IN THE
ENCLOSED ENVELOPE. NO POSTAGE IS NECESSARY IF THE ENVELOPE IS
MAILED IN THE UNITED STATES
DICKSTEIN PARTNERS INC.
, 1995
PAGE
<PAGE>
SCHEDULE I
INFORMATION CONCERNING DIRECTORS AND OFFICERS
OF DICKSTEIN PARTNERS AND CALIBRE
The following table sets forth the name and the present
principal occupation or employment, and the name, principal
business and address of any corporation or other organization in
which such employment is carried on, of the directors and
officers of Dickstein Partners and Calibre who, in each case, may
also solicit proxies from Marietta shareholders. The principal
business address of each of the sole director and the officers of
Dickstein Partners named below is c/o Dickstein Partners Inc., 9
West 57th Street, New York, New York 10019, and the principal
business address of each of the sole director and the officers of
Calibre named below is c/o Calibre Capital Advisors, Inc., 66
East 80th Street, New York, New York 10021.
Director and Officers of Dickstein Partners Inc.
Name and Positions Held Present Principal Occupation
or Employment
Mark Dickstein President and Sole Director of
President and Sole Director Dickstein Inc.
Tod Black Vice President of
Vice President Dickstein Partners Inc.
David Brail Vice President of
Vice President Dickstein Partners Inc.
Mark D. Brodsky Vice President of
Vice President Dickstein Partners Inc.
Alan S. Cooper Vice President and General
Vice President Counsel of Dickstein Partners
Inc.
Steven Cornick Vice President of
Vice President Dickstein Partners Inc.
Edward Farr Vice President of
Vice President Dickstein Partners Inc.
Samuel L. Katz Vice President of
Vice President Dickstein Partners Inc.
Mark Kaufman Vice President of
Vice President Dickstein Partners Inc.
<PAGE>
Arthur Wrubel Vice President of
Vice President Dickstein Partners Inc.
Director and Officers of Calibre Capital Advisors, Inc.
Name and Positions Held Present Principal Occupation
or Employment
Howard R. Shapiro President and Sole Director
President and Sole Director of Calibre Capital Advisors,
Inc.
Susan E. Buechley Vice President of Calibre
Vice President Capital Advisors, Inc.
PAGE
<PAGE>
SCHEDULE II
SHARES HELD BY DICKSTEIN PARTNERS, CALIBRE, THEIR RESPECTIVE
DIRECTORS AND OFFICERS, AND THE DICKSTEIN NOMINEES
Except as disclosed in this Schedule or in the accompanying
Proxy Statement, none of Dickstein Partners, Calibre, any of
their respective directors or officers named in Schedule I or the
Dickstein Nominees, or any of their respective associates, owns
any securities of Marietta or any subsidiary of Marietta,
beneficially or of record, has purchased or sold any of such
securities within the past two years or is or was within the past
year a party to any contract, arrangement or understanding with
any person with respect to any such securities. Shares purchased
by Dickstein & Co., L.P. and Dickstein International Limited were
funded out of these entities' working capital, which may at any
time include margin loans made by brokerage firms in the ordinary
course of their business.
Dickstein & Co., L.P.
Number of Shares
Date Purchased Sold
1/4/95 100,000
1/12/95 79,500
1/13/95 8,500
1/16/95 42,500
1/17/95 117,400
Dickstein International Limited
Number of Shares
Date Purchased Sold
1/4/95 46,000
1/12/95 36,500
1/13/95 4,000
1/16/95 19,500
1/17/95 54,100
<PAGE>
Calibre Capital Advisors, Inc.
Number of Shares
Date Purchased Sold
10/6/94 3,000
10/18/94 900
10/27/94 5,000
10/28/94 1,100
11/16/94 3,000
11/18/94 2,000
11/23/94 3,000
PAGE
<PAGE>
IMPORTANT
Your proxy is important. No matter how many Shares you
own, please give Dickstein Partners your proxy FOR the election
of the Dickstein Nominees by:
MARKING the enclosed BLUE Annual Meeting proxy card,
SIGNING the enclosed BLUE Annual Meeting proxy card,
DATING the enclosed BLUE Annual Meeting proxy card and
MAILING the enclosed BLUE Annual Meeting proxy card TODAY
in the envelope provided (no postage is required if mailed in the
United States).
If you have already submitted a proxy to Marietta for the
Annual Meeting, you may change your vote to a vote FOR the
election of the Dickstein Nominees by marking, signing, dating
and returning the enclosed BLUE proxy card for the Annual
Meeting, which must be dated after any proxy you may have
submitted to Marietta. Only your latest dated proxy for the
Annual Meeting will count at such meeting.
If you have any questions or require any additional
information concerning this Proxy Statement or the proposal by
the Dickstein Group to acquire Marietta, please contact MacKenzie
Partners, Inc. at the address set forth below. IF ANY OF YOUR
SHARES ARE HELD IN THE NAME OF A BROKERAGE FIRM, BANK NOMINEE OR
OTHER SUCH INSTITUTION, ONLY IT CAN VOTE SUCH SHARES AND ONLY
UPON RECEIPT OF YOUR SPECIFIC INSTRUCTIONS. ACCORDINGLY, PLEASE
CONTACT THE PERSON RESPONSIBLE FOR YOUR ACCOUNT AND INSTRUCT THAT
PERSON TO EXECUTE THE BLUE ANNUAL MEETING PROXY CARD.
MACKENZIE PARTNERS, INC.
156 Fifth Avenue
New York, New York 10010
Tel: (212) 929-5500 (call collect)
or
Call Toll-Free (800) 322-2885
PAGE
<PAGE>
MARIETTA CORPORATION
ANNUAL MEETING OF SHAREHOLDERS
THIS PROXY IS SOLICITED BY DICKSTEIN PARTNERS INC.
The undersigned shareholder of Marietta Corporation hereby
appoints each of Mark D. Brodsky and Alan S. Cooper, and each of
them with full power of substitution, for and in the name of the
undersigned, to represent and to vote, as designated below, all
shares of common stock of Marietta Corporation that the
undersigned is entitled to vote if personally present at the 1995
Annual Meeting of Shareholders of Marietta Corporation, and at
any adjournment or postponement thereof. The undersigned hereby
revokes any previous proxies with respect to the matters covered
by this Proxy.
DICKSTEIN PARTNERS INC. RECOMMENDS A VOTE FOR PROPOSAL 1.
(Please mark each proposal with an "X" in the appropriate box)
1. ELECTION OF DIRECTORS:
Election of Steven L. Bock, Mark Dickstein, Jeffrey E. Ginsberg,
Lawrence E. Golub, Samuel L. Katz, Ira W. Krauss, Howard R.
Shapiro and Ralph E. Stewart.
[ ] FOR all nominees except [ ] WITHHOLD AUTHORITY
as marked below for all nominees
(INSTRUCTION: To withhold authority to vote for one or more
nominees, mark FOR above and print the name(s) of the person(s)
with respect to whom you wish to withhold authority in the space
provided below.)
2. APPROVAL OF THE MARIETTA CORPORATION 1994 STOCK OPTION
PLAN.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. APPROVAL OF THE ISSUANCE OF STOCK OPTIONS TO STEPHEN D.
TANNEN.
[ ] FOR [ ]AGAINST [ ] ABSTAIN
4. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE
UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING OR ANY ADJOURNMENT THEREOF.
PLEASE MARK, SIGN DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE
ENCLOSED ENVELOPE PROVIDED.
<PAGE>
This Proxy, when properly executed, will be voted in the
manner marked herein by the undersigned shareholder. IF NO
MARKING IS MADE, THIS PROXY WILL BE DEEMED TO BE A DIRECTION TO
VOTE FOR PROPOSAL 1 AND TO ABSTAIN FROM VOTING ON PROPOSALS 2
AND 3.
Please date and sign this proxy
exactly as your name appears
hereon.
(Signature)
(Signature, if held jointly)
(Title)
Dated:
When shares are held by joint
tenants, both should sign. When
signing as attorney-in-fact,
executor, administrator, trustee,
guardian, corporate officer or
partner, please give full title as
such. If a corporation, please
sign in corporate name by President
or other authorized officer. If a
partnership, please sign in
partnership name by authorized
person.
To vote in accordance with the Dickstein Partners recommendation,
just sign and date this proxy; no boxes need to be checked.
<PAGE>
<PAGE>
