-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, FRLVdBDs8Tl55cc9DpIQtU1yW2dukVm3PiCYqgIre86potE0Lfmu/gXcA9DPw1vC r2QXU13MS8sHIJ00SV60Kw== 0000950130-95-001752.txt : 19950830 0000950130-95-001752.hdr.sgml : 19950830 ACCESSION NUMBER: 0000950130-95-001752 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19950829 SROS: NASD 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: 95568483 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/A 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/A 1 SCHEDULE 13D AMENDMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)/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) August 28, 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 [ ]. (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 6 Pages SCHEDULE 13D CUSIP No. 567634100 Page 2 of 6 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 357,800 SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON 357,800 WITH 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 357,800 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.9% 14 TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 2 of 6 Pages This Amendment No. 1 amends the Schedule 13D filed with the Securities and Exchange Commission (the "Commission") on August 8, 1995 (the "Schedule 13D") by Mentor Partners, L.P., a Delaware limited partnership (the "Partnership"), relating to the Common Stock, par value $.01 per share (the "Shares"), of Marietta Corporation, a New York corporation (the "Company"). Capitalized terms used and not defined herein shall have the meanings assigned such terms in the Schedule 13D. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION The information set forth in Item 3 ("Source and Amount of Funds or Other Consideration") of the Schedule 13D is hereby amended and supplemented by adding the following information. The $3,120,265.72 used by the Partnership to purchase the Shares 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 Shares acquired by the Partnership were purchased in the ordinary course of the Partnership's business. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. The information set forth in Item 5 ("Interest in Securities of the Issuer") of the Schedule 13D is hereby amended and supplemented by adding the following information to the respective paragraphs thereof. (a) As of the close of business on August 28, 1995, the Partnership beneficially owns an aggregate of 337,800 Shares (which is approximately 9.3% of the 3,596,049 Shares outstanding as reported in the Company's proxy filed on August 14, 1995). (c) Transactions in the Shares in the past 60 days by the Partnership and Offshore are set forth on Schedule A attached hereto and hereby incorporated herein by reference. Except for such transactions, no other transactions in the Shares have been effected during the past sixty days by the Partnership or, to its best knowledge, any Control Person or Offshore. Page 3 of 6 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 29, 1995 -------------------------- (Date) /s/ -------------------------- (Signature) Daniel R. Tisch Authorized Signatory MENTOR PARTNERS, L.P. ------------------------- (Name/Title) Page 4 of 6 Pages EXHIBIT INDEX ------------- Exhibit A -- Acquisitions of Shares by the Partnership and Offshore During the Past Sixty Days. Page 5 of 6 Pages EX-99.A 2 ACQUISITIONS OF SHARES BY THE PARTNERSHIP EXHIBIT A --------- Acquisitions of Shares by the Partnership and Offshore During the Past Sixty Days -----------------------------------------
Date of Number Aggregate Price Entity Transaction of Shares Price Share - ------------- --------------- --------- ---------- ------ Partnership 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 August 28, 1995 150,000 1,378,125 9.1875 Offshore 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 6 of 6 Pages -----END PRIVACY-ENHANCED MESSAGE-----