0000922423-95-000158.txt : 19950802 0000922423-95-000158.hdr.sgml : 19950802 ACCESSION NUMBER: 0000922423-95-000158 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19950801 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MARIETTA CORP CENTRAL INDEX KEY: 0000792969 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 161074992 STATE OF INCORPORATION: NY FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-38479 FILM NUMBER: 95557807 BUSINESS ADDRESS: STREET 1: 37 HUNTINGTON ST CITY: CORTLAND STATE: NY ZIP: 13045 BUSINESS PHONE: 6077536746 MAIL ADDRESS: STREET 1: 37 HUNTINGTON STREET CITY: CORTLAND STATE: NY ZIP: 13045 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DICKSTEIN PARTNERS INC CENTRAL INDEX KEY: 0000922415 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 133537972 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 9 WEST 57TH STREET CITY: NEW YORK STATE: NY ZIP: 10019 MAIL ADDRESS: STREET 1: 9 WEST 57TH STREET CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D/A 1 MARIETTA CORPORATION 13D AMENDMENT FILING SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 10 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) July 31, 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: /_/ Amendment No. 10 to Schedule 13D This Amendment amends the Schedule 13D, dated January 20, 1995, as amended by Amendment No. 1 thereto dated February 15, 1995, Amendment No. 2 thereto dated March 6, 1995, Amendment No. 3 thereto dated April 3, 1995, Amendment No. 4 thereto dated April 14, 1995, Amendment No. 5 thereto dated April 19, 1995, Amendment No. 6 thereto dated May 10, 1995, Amendment No. 7 thereto dated May 11, 1995, Amendment No. 8 thereto dated May 17, 1995 and Amendment No. 9 thereto dated July 6, 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 "Company"). 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 July 31, 1995, Mark Dickstein, President of Dickstein Inc., sent a letter to the Board of Directors of the Company withdrawing for the time being the proposal of Dickstein Inc. and Calibre to acquire the Company, a decision compelled by the information obtained in the course of an on-going due diligence review of the Company. Among other things, the letter also proposed that the Company undertake a self-tender for a substantial portion of its outstanding shares. A copy of the letter is attached as Exhibit 18 and incorporated herein by reference." Item 7 of the Schedule 13D, "Exhibits," is hereby amended by adding the following Exhibit: Exhibit 18 Letter, dated July 31, 1995, from Mark Dickstein to the Board of Directors of the Company. 2 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: August 1, 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 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 EX-99 2 EXHIBIT 18 EXHIBIT 18 DICKSTEIN PARTNERS INC. Tel: 212-754-4000 Fax: 212-754-5825 July 31, 1995 Board of Directors Marietta Corporation 37 Huntington Street Cortland, New York 13045 Gentlemen: As we advised you last week, Dickstein Partners and Calibre Capital Advisors are for the time being withdrawing our proposal to acquire Marietta for $11 per share. This decision was unfortunately compelled by [the information obtained in the course of our on-going due diligence review of the Company]. As a result, it is clear to us that Marietta will be unable to satisfy the conditions set forth in the formal merger proposal we submitted to the Company in June. And while we do not know the status of other bids, we are skeptical that Marietta can be sold at an attractive value to anyone in the near term. The Company finds itself in this situation after pursuing a tortured and inefficient course of its own choosing: Our original bid, submitted six and one-half months ago, was justified by the Company's financial condition and operating results at that time and would have been rapidly consummated had the Board chosen to do so rather than ignoring our repeated entreaties to meet. The Board rejected $11 per share as inadequate in March, only to publicly announce three months later that it would gladly sell the Company for exactly that price. The Board ignored the repeated calls of ourselves and other major shareholders for a timely annual meeting, forcing us to sue to get one. Marietta spent weeks insisting upon an unreasonable standstill provision in our confidentiality agreement, only to drop the request altogether. Throughout this useless four-month preamble to merger discussions, Marietta made costly and avoidable operational mistakes, greatly increased its capital expenditure program, and incurred substantial professional fees. We are sorely disappointed that the Company has so mishandled both its operations and the M&A process. Surely the many shareholders who have recently purchased Marietta shares with the expectation that there would be a near-term transaction feel equally disappointed. We therefore think it important that that the Company afford shareholders who wish to sell their shares an opportunity to do so. At the same time, other shareholders (including ourselves) will prefer to maintain their investment if they can be assured that the Company will be better operated in the future, with the hope that a favorable disposition of the business can be accomplished once operations improve. We therefore propose the following: Marietta should undertake a self-tender for a substantial portion (1.5 million - 2.0 million) of its 3.6 million outstanding shares, at a modest premium to market. Based on discussions with our lenders, we are confident that this transaction can be readily financed without excessively leveraging the Company. Dickstein Partners and Calibre Capital would not tender their 526,000 shares in that offer. Dickstein and Calibre designees would be elected to a majority of the Board at the upcoming annual meeting. This reconstitution of the Board if essential for us to be convinced that the Company's operational problems will be promptly rectified. Marietta should retain for itself the management consultants we have been utilizing in our due diligence effort. We would also expect our expenses to be reimbursed. While you have thus far rejected this proposal, we urge you to reconsider. The self-tender approach would allow shareholders to choose for themselves between a near-term exit and a longer-term participation in an operational turnaround. Further, our approach would not preclude an orderly sale of the Company at a higher value as operations improve, and we would consider reinstating our bid at that time. By the time of the August 31 shareholders' meeting, the Board will have had seven and one-half months to react to our proposal and formulate a transaction that we believe your shareholders are seeking. It is time to bring the Company's much-prolonged exploration of its financial alternatives to a conclusion. We urge you to work with us toward that end. Very truly yours, Mark Dickstein