0000950130-95-001513.txt : 19950809 0000950130-95-001513.hdr.sgml : 19950809 ACCESSION NUMBER: 0000950130-95-001513 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19950808 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-38479 FILM NUMBER: 95559582 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: MENTOR PARTNERS LP CENTRAL INDEX KEY: 0000904197 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 061260469 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 500 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-935-7640 MAIL ADDRESS: STREET 1: 499 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. _____)/1/ Marietta Corporation -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.01 per share -------------------------------------------------------------------------------- (Title of Class of Securities) 567634100 -------------------------------------------------------------------------------- (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) 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 the statement [x]. (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 10 Pages SCHEDULE 13D CUSIP No. 567634100 Page 2 of 10 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 207,800 SHARES BENEFICIALLY 8 SHARED VOTING POWER 0 OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 207,800 PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 207,800 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.8% 14 TYPE OF REPORTING PERSON* PN ------------------------------------------------------------------------------ *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 2 of 10 Pages Item 1. Security and Issuer. This statement relates to the Common Stock, par value $0.01 per share (the "Shares"), of Marietta Corporation, a New York corporation (the "Company"). The Company's principal executive offices are located at 37 Huntington Street, Cortland, New York 13045. Item 2. Identity and Background. This statement is filed on behalf of Mentor Partners, L.P., a Delaware limited partnership (the "Partnership") with respect to Shares of the Company (a) owned by the Partnership and (b) owned by Mentor Offshore Fund Limited ("Offshore"), a Cayman Islands company. The general partner of the Partnership is WTG & Co., L.P., a Delaware limited partnership (the "General Partner") and the general partner of the General Partner is D. Tisch & Co., Inc., a Delaware corporation ("D. Tisch & Co."), all of the common stock of which is owned by Daniel R. Tisch (collectively with D. Tisch & Co. and the General Partner, the "Control Persons"). The address of the principal offices and principal business of the Partnership and each of the Control Persons is 500 Park Avenue, New York, New York 10022. The Partnership's principal business is investment in securities, primarily in connection with "merger" (or "risk") arbitrage and, to a lesser extent, classic arbitrage, including con- Page 3 of 10 Pages vertible securities arbitrage. The principal business of the General Partner is serving as the general partner of the Partnership. The sole business of D. Tisch & Co. is serving as the general partner of the General Partner, and other than such service, D. Tisch & Co. has no investment or operating history of any kind. Daniel R. Tisch's principal occupation is that of President and sole Director of D. Tisch & Co., and he is a United States citizen. Neither the Partnership nor, to its best knowledge, any of the Control Persons has during the last five years: (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) 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. Item 3. Source and Amount of Funds or Other Consideration. The $1,742,140.72 used to purchase Shares of the Company for the Partnership 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 Company Shares acquired by the Partnership were purchased in the ordinary course of business. Page 4 of 10 Pages The $188,418 used to purchase Shares of the Company for Offshore was furnished from Offshore's investment capital, which at any given time include funds borrowed in the ordinary course of its business activities from margin accounts. All of the Shares of the Company acquired for Offshore were purchased in the ordinary course of business. Item 4. Purpose of Transaction. The Partnership and Offshore acquired the Shares of the Company for investment purposes, and only in the ordinary course of business. In the ordinary course of business, the Partnership and/or Offshore from time to time evaluate their holdings of securities, and based on such evaluation, the Partnership and/or Offshore may determine to acquire or dispose of securities of specific issuers. Neither the Partnership nor, to its knowledge, any of the Control Persons or Offshore have any present plans or intentions which would result in or relate to any of the transactions described in subparagraphs (a) through (j), inclusive, of Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer. (a) As of the date hereof, the Partnership owns beneficially an aggregate of 187,800 Shares of the Company (or approximately 5.2% of the Company's Common Stock outstanding on Page 5 of 10 Pages April 28, 1995) and the Partnership may be deemed to own beneficially an aggregate of an additional 20,000 Shares of the Company (or approximately 0.6% of the Company common stock outstanding on April 28, 1995) owned by Offshore, in each case based on the number of 3,596,049 Shares of Company Common Stock then outstanding as set forth in the Company's most recent filing with the Securities and Exchange Commission. (b) The Partnership (through the Control Persons) has the sole power to vote, and dispose of, all the Shares beneficially owned by the Partnership. In addition, the General Partner is a party to investment management agreements pursuant to which the General Partner has investment responsibility with respect to the Company's Shares owned by Offshore. Pursuant to such agreements, Mr. Tisch has the power to dispose of (or to direct the disposition of) the Shares of the Company owned by Offshore. (c) Except as set forth in Exhibit A, which is hereby incorporated herein by reference, no transactions in the Shares have been effected during the past sixty days by the Partnership or, to its best knowledge, any of the Control Persons or Offshore. (d) Neither the Partnership nor, to its best knowledge, any of the Control Persons or Offshore have or know any other person who has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Page 6 of 10 Pages any Shares beneficially owned by the Partnership or Offshore. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationship with Respect to Securities of the Issuer. Except as referred or described above, there are no contracts arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 or between any of such persons and any other person with respect to any securities of the Company. Item 7. Material to be Filed as Exhibits. Exhibit A -- Acquisitions of Shares by the Partnership and Offshore During the Past Sixty Days. Page 7 of 10 Pages 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 8, 1995 ------------------------- (Date) /s/ ---------------------------- (Signature) Daniel R. Tisch Authorized Signatory MENTOR PARTNERS, L.P. ------------------------- (Name/Title) Page 8 of 10 Pages EXHIBIT INDEX ------------- Exhibit A -- Acquisitions of Shares by the Partnership and Offshore During the Past Sixty Days. Page 9 of 10 Pages EX-99.A 2 ACQUISITIONS OF SHARES BY THE PARTNERSHIP EXHIBIT 99.A EXHIBIT A --------- Acquisitions of Shares by the Partnership and Offshore During the Past Sixty Days -----------------------------------------
Date of Number Aggregate Price Per Entity Transaction of Shares Price Share ------ ----------- --------- --------- --------- Partnership June 23, 1995 4,200 $ 41,118.00 $ 9.790 June 26, 1995 50,800 510,032.00 10.040 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 Offshore June 26, 1995 10,000 100,400.00 10.040 July 13, 1995 5,000 47,868.00 9.574 July 31, 1995 5,000 40,150.00 8.030
All Shares were purchased in transactions on the NASDAQ National Market. Page 10 of 10 Pages