SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
VTEL Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
918333105
(Cusip Number)
Barbara E. Shields
3113 S. University Drive
Suite 500
Fort Worth, Texas 76109
(817) 335-8282
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 27, 2000
(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(e), 13d-1(f) or 13d-1(g), check
the following box [ ].
*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).
**The total number of shares of stock reported herein is 1,610,600, which
constitutes approximately 6.5% of the total number of shares outstanding.
All ownership percentages set forth herein assume that there are 24,824,352
shares outstanding.
<PAGE>
1. Name of Reporting Person:
Marathon Fund, L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: OO (Funds Received from Advisory Clients)
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: 540,000 (1)
Number of
Units
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 540,000 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
540,000
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Units:
/ /
13. Percent of Class Represented by Amount in Row (11): 2.2%
14. Type of Reporting Person: PN
------------
(1) Power is exercised through its general partner, Marathon Fund
Management, L.P.
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1. Name of Reporting Person:
Corbin & Company
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: OO (Funds Received from Advisory Clients)
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: -0-
Number of
Units
Beneficially 8. Shared Voting Power: 933,950 (1)
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: 933,950 (1)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
933,950
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Units:
/ /
13. Percent of Class Represented by Amount in Row (11): 3.8%
14. Type of Reporting Person: IA
------------
(1) Power is exercised through its Chairman, President and Chief
Investment Officer, David A. Corbin.
<PAGE>
1. Name of Reporting Person:
Western Research & Management, L.L.C.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: OO (Funds Received from Advisory Clients)
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: -0-
Number of
Units
Beneficially 8. Shared Voting Power: 134,150 (1)
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: 134,150 (1)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
134,150
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Units:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.5%
14. Type of Reporting Person: IA
------------
(1) Power is exercised through its President and Chief Investment Officer,
Donald M. Woodard, Jr.
<PAGE>
Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended (the
"Act"), the undersigned hereby amend their Schedule 13D Statement dated
November 17, 2000 (the "Schedule 13D"), relating to the Common Stock, (the
"Stock"), of VTEL Corporation (the "Issuer"). Unless otherwise indicated,
all defined terms used herein shall have the same meanings respectively
ascribed to them in the Schedule 13D.
Item 2. IDENTITY AND BACKGROUND.
Item 2 is hereby amended and restated in its entirety as follows:
(a) Pursuant to Regulation 13D-G of the General Rules and Regulations
under the Securities Exchange Act of 1934, as amended (the "Act"), the
undersigned hereby files this Schedule 13D Statement on behalf of Marathon
Fund, L.P. ("Marathon"), Corbin & Company ("Corbin & Co.") and Western
Research & Management, L.L.C. ("Western")(collectively, the "Reporting
Persons"). Additionally, pursuant to Instruction C to Schedule 13D,
information is included herein with respect to Marathon Fund Management,
L.P. ("Marathon Management"), Siria, L.L.C., ("Siria"), Donald M. Woodard,
Jr. ("Woodard") and David A. Corbin ("Corbin") (the "Controlling Persons").
The Reporting Persons and the Controlling Persons are sometimes hereinafter
collectively referred to as the "Item 2 Persons."
(b) - (c)
MARATHON
Marathon is a Texas limited partnership, the principal business of
which is investing in marketable securities. The principal business address
of Marathon, which also serves as its principal office, is 3113 S.
University Drive, Suite 500, Fort Worth, Texas 76109.
MARATHON MANAGEMENT
Marathon Management is a Texas limited partnership, the principal
business of which is serving as the general partner of Marathon. The
principal business address of Marathon Management, which also serves as its
principal office, is 3113 S. University Drive, Suite 500, Fort Worth, Texas
76109.
WESTERN
Western is a Texas limited liability company, the principal business of
which is investing in marketable securities. The principal business address
of Western, which also serves as its principal office, is University Centre
I, 1300 S. University Drive, Suite 600, Fort Worth, Texas 76107. Pursuant
to Instruction C to Schedule 13D of the Act, the name, residence or business
address, and present principal occupation or employment of each member,
executive officer and controlling person of Western are as follows:
Residence or Principal Occupation
Name Business Address or Employment
Donald M. Woodard, Jr. University Centre I President and member of
1300 S. University Dr. Siria and President and
Suite 600 Chief Investment Officer
Fort Worth, Texas 76107 of Western
SIRIA
Siria is a Texas limited liability company, the principal business of
which is serving as the general partner of Marathon Management. The
principal business address of Siria, which also serves as its principal
office, is 3113 S. University Drive, Suite 500, Fort Worth, Texas 76109.
Pursuant to Instruction C to Schedule 13D of the Act, the name, residence or
business address, and present principal occupation or employment of each
member, executive officer and controlling person of Siria are as follows:
Residence or Principal Occupation
Name Business Address or Employment
Donald M. Woodard, Jr. University Centre I President and member of
1300 S. University Dr. Siria and President and
Suite 600 Chief Investment Officer
Fort Worth, Texas 76107 of Western
David A. Corbin 3113 S. University Dr. Chairman, President and
Suite 500 Chief Investment Officer
Fort Worth, Texas 76109 of Corbin & Co.,
Secretary, Treasurer and
member of Siria
WOODARD
Woodard is the President and Chief Investment Officer for Western
Research and Management, L.L.C., an investment advisory firm, and the
President and a member of Siria. The principal business address of Woodard,
which also serves as his principal office, is University Centre I, 1300 S.
University Drive, Suite 600, Fort Worth, Texas 76107.
CORBIN & CO.
Corbin & Co. is a Texas corporation, the principal business of which is
providing investment advisory services to third parties. The principal
business address of Corbin & Co., which also serves as its principal office,
is 3113 S. University Drive, Suite 500, Fort Worth, Texas 76109. Pursuant
to Instruction C to Schedule 13D of the Act, the name, residence or business
address, and present principal occupation or employment of each director,
executive officer and controlling person of Corbin & Co. are as follows:
Residence or Principal Occupation
Name Business Address or Employment
David A. Corbin 3113 S. University Dr. Chairman, President and
Suite 500 Chief Investment Officer
Fort Worth, Texas 76109 of Corbin & Co.
David F. Corbin 3113 S. University Dr. Chief Financial Officer/
Suite 500 Chief Operations Officer
Fort Worth, Texas 76109 of Corbin & Co.
Barbara E. Shields 3113 S. University Dr. Vice President for Client
Suite 500 Relations and Legal
Fort Worth, Texas 76109 Affairs, Corbin & Co.
CORBIN
Corbin is the Chairman, President and Chief Investment Officer of
Corbin & Co. and a member of Siria. The principal business address of
Corbin, which also serves as his principal office, is 3113 S. University
Drive, Suite 500, Fort Worth, Texas 76109.
(d) None of the entities or persons identified in this Item 2 has,
during the last five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) None of the entities or persons identified in this Item 2 has,
during the last five years, been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to
such laws.
(f) All of the natural persons identified in this Item 2 are citizens
of the United States of America.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is hereby amended and restated in its entirety as follows:
The source and amount of the funds used by the Item 2 Persons to
purchase shares of the Stock are as follows:
REPORTING PERSON SOURCE OF FUNDS AMOUNT OF FUNDS
Marathon Other (1) $1,613,005.64
Corbin & Co. Other (1) $4,399,777.90 (2)
Western Other (1) $ 538,907.28 (3)
Woodard Personal funds $ 7,151.85
(1) Funds were received from investment advisory clients.
(2) This figure represents the total amount expended by Corbin & Co. for
all purchases of shares of the Stock without subtracting transfers to
clients in connection with the closing of client accounts (with such
transfers being valued at cost); therefore, such figure does not represent
Corbin & Co.'s net investment in shares of the Stock. Corbin & Co.'s net
investment in shares of the Stock is $3,220,940.08.
(3) Western's net investment, less closed accounts, is $494,052.07.
Item 4. PURPOSE OF TRANSACTION.
Item 4 is hereby restated in its entirety as follows:
The Issuer's Board of Directors has informed the Reporting Persons
that the Board does not presently intend to pursue any of the
recommendations contained in the Reporting Persons' letter to the Board
dated November 9, 2000, a copy of which was filed as an exhibit to the
Schedule 13D. Notwithstanding the Board's negative response, the Reporting
Persons intend to continue to communicate with the Issuer regarding ways to
maximize shareholder value.
The Reporting Persons acquired the shares of the Stock reported herein
for investment purposes. Depending on market conditions and other factors
that the Reporting Persons may deem material to their investment decisions,
the Reporting Persons may purchase additional shares of the Stock in the
open market or in private transactions. Depending on the same factors, the
Reporting Persons may sell all or a portion of the shares of the Stock on
the open market or in private transactions.
Except as set forth in this Item 4, the Reporting Persons have no
present plans or proposals that relate to or that would result in any of the
actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of
the Act.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended and restated in its entirety as follows:
(a)
Reporting Persons
MARATHON
The aggregate number of shares of the Stock that Marathon owns
beneficially, pursuant to Rule 13d-3 of the Act, is 540,000, which
constitutes approximately 2.2% of the outstanding shares of the Stock.
CORBIN & CO.
The aggregate number of shares of the Stock that Corbin & Co. owns
beneficially, pursuant to Rule 13d-3 of the Act, is 933,950, which
constitutes approximately 3.8% of the outstanding shares of the Stock.
WESTERN
The aggregate number of shares of the Stock that Western owns
beneficially, pursuant to Rule 13d-3 of the Act, is 134,150, which
constitutes approximately 0.5% of the outstanding shares of the Stock.
Controlling Persons
MARATHON MANAGEMENT
Because of its position as general partner of Marathon, Marathon
Management may, pursuant to Rule 13d-3 of the Act, be deemed to be the
beneficial owner of 540,000 shares of the Stock, which constitutes
approximately 2.2% of the outstanding shares of the Stock.
SIRIA
Because of its position as general partner of Marathon Management, the
general partner of Marathon, Siria may, pursuant to Rule 13d-3 of the Act,
be deemed to be the beneficial owner of 540,000 shares of the Stock, which
constitutes approximately 2.2% of the outstanding shares of the Stock.
WOODARD
Because of his position as President of Siria, the general partner of
Marathon Management, the general partner of Marathon, and his position as
President and Chief Investment Officer of Western, Woodard may, pursuant to
Rule 13d-3 of the Act, be deemed to be the beneficial owner of 674,150
shares of the Stock in the aggregate, which, in addition to his personal
holdings of 2,500 shares of the Stock, constitutes approximately 2.7% of the
outstanding shares of the Stock.
CORBIN
Because of his positions as Chairman, President and Chief Investment
Officer of Corbin & Co., Corbin may, pursuant to Rule 13d-3 of the Act, be
deemed to be the beneficial owner of 933,950 shares of the Stock, which
constitutes approximately 3.8% of the outstanding shares of the Stock.
To the best of the knowledge of the Reporting Persons, other than as
set forth above, none of the Item 2 Persons is the beneficial owner of any
shares of the Stock.
(b)
Reporting Persons
MARATHON
Acting through Woodard, the President of Siria, the general partner of
Marathon Management, the general partner of Marathon, Marathon has the sole
power to vote or to direct the vote and to dispose or to direct the
disposition of 540,000 shares of the Stock.
CORBIN & CO.
Acting through Corbin, its Chairman, President and Chief Investment
Officer, Corbin & Co. has the shared power to vote or to direct the vote and
to dispose or to direct the disposition of 933,950 shares of the Stock.
WESTERN
Acting through Woodard, its President and Chief Investment Officer,
Western has the shared power to vote or to direct the vote and to dispose or
direct the disposition of 134,150 shares of the Stock.
Controlling Persons
MARATHON MANAGEMENT
As the general partner of Marathon, Marathon Management has the sole
power to vote or to direct the vote and to dispose or to direct the
disposition of 540,000 shares of the Stock.
SIRIA
As the general partner of Marathon Management, the general partner of
Marathon, Siria has the sole power to vote or to direct the vote and to
dispose or to direct the disposition of 540,000 shares of the Stock.
WOODARD
As the President of Siria, the general partner of Marathon Management,
the general partner of Marathon, Woodard has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 540,000
shares of the Stock. As the President and Chief Investment Officer of
Western, Woodard has the shared power to vote or to direct the vote and to
dispose or to direct the disposition of 134,150 shares of the Stock. As an
individual holder of the Stock, Woodard has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 2,500 shares
of the Stock.
CORBIN
As Chairman, President and Chief Investment Officer of Corbin & Co.,
Corbin has the shared power to vote or to direct the vote and to dispose or
to direct the disposition of 933,950 shares of the Stock.
(c) Since their last filing, Corbin & Co., Marathon and Western have
purchased and sold shares of the Stock in open market transactions over the
counter as follows:
REPORTING NUMBER OF SHARES PRICE PER
PERSON DATE PURCHASED OR SOLD SHARE
Corbin & Co.* 11/10/00 32,200 (P) $ 1.99
Marathon 12/07/00 5,000 (P) $ 1.38
Marathon 12/15/00 40,000 (P) $ 1.33
Corbin & Co. 12/20/00 2,500 (P) $ 1.03
Marathon 12/20/00 50,000 (P) $ 1.15
Marathon 12/21/00 45,000 (P) $ 0.99
Corbin & Co. 12/22/00 35,050 (P) $ 0.94
Corbin & Co. 12/22/00 35,050 (S) $ 0.94
Corbin & Co. 12/26/00 100,000 (P) $ 0.95
Corbin & Co. 12/27/00 120,000 (P) $ 0.94
Western 12/29/00 5,000 (S) $ 0.88
* Corrected transaction information.
In addition, on November 26, 2000, November 28, 2000, and December 22,
2000, Western transferred 1,300 shares, 1,400 shares and 10,333 shares,
respectively, to clients in connection with the closing of client accounts.
Except as set forth in this paragraph (c), to the best of the knowledge
of the Reporting Persons, none of the Item 2 Persons have effected any
transactions in the Stock during the past 60 days.
(d) All of the shares of the Stock reported herein, with the exception
of the Stock held by Woodard individually, are owned by Marathon or the
advisory clients of Corbin & Co. and Western, who have the sole right to
receive and the sole power to direct the receipt of dividends from, or the
proceeds from the sale of, such shares of the Stock. To the best knowledge
of Marathon, Corbin & Co. and Western, no client of Marathon, Corbin & Co.
and Western has an interest in dividends or sale proceeds that relates to 5%
or more of the outstanding shares of the Stock.
(e) Not applicable.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 99.1 -- Letter from Marathon to the Issuer's Board of
Directors, dated November 9, 2000, previously filed.
<PAGE>
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: January 5, 2001
MARATHON FUND, L.P.
By: Marathon Fund Management, L.P.,
general partner
By: Siria, L.L.C., general partner
By: /s/ Donald M. Woodard, Jr.
Donald M. Woodard, Jr., President
CORBIN & COMPANY
By: /s/ Barbara E. Shields
Barbara E. Shields, Vice President
for Client Relations and Legal Affairs
WESTERN RESEARCH & MANAGEMENT, L.L.C.
By: /s/ Donald M. Woodard, Jr.
Donald M. Woodard, Jr., President
<PAGE> EXHIBIT INDEX
EXHIBIT DESCRIPTION
99.1 Letter from Marathon to the Issuer's Board of Directors, dated
November 9, 2000, previously filed.
