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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
(Amendment No. )*
VTEL Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
918333105
(Cusip Number)
Barbara E. Shields
6300 Ridglea Place, Suite 1111
Fort Worth, Texas 76116
(817) 335-8282
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 10, 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 1,269,133, which
constitutes approximately 5.1% of the total number of shares outstanding.
All ownership percentages set forth herein assume that there are 24,824,352
shares outstanding.
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: 400,000 (1)
Number of
Units
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 400,000 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
400,000
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Units:
/ /
13. Percent of Class Represented by Amount in Row (11): 1.6%
14. Type of Reporting Person: PN
- ------------
(1) Power is exercised through its general partner, Marathon Fund
Management, L.P.
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: 714,450 (1)
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: 714,450 (1)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
714,450
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Units:
/ /
13. Percent of Class Represented by Amount in Row (11): 2.9%
14. Type of Reporting Person: IA
- ------------
(1) Power is exercised through its Chairman, President and Chief
Investment Officer, David A. Corbin.
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: 152,183 (1)
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: 152,183 (1)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
152,183
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Units:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.6%
14. Type of Reporting Person: IA
- ------------
(1) Power is exercised through its President and Chief Investment Officer,
Donald M. Woodard, Jr.
Item 1. SECURITY AND ISSUER.
This statement relates to the Common Stock (the "Stock") of VTEL
Corporation (the "Issuer"). The principal executive offices of the Issuer
are located at 108 Wild Basin Road, Austin, Texas 78746.
Item 2. IDENTITY AND BACKGROUND.
(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 6300 Ridglea
Place, Suite 1111, Fort Worth, Texas 76116.
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 6300 Ridglea Place, Suite 1111, Fort Worth, Texas
76116.
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, Suite 600, 1300 South University Drive, 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
Suite 600 Siria and President and
1300 South University Chief Investment Officer
Drive of Western
Fort Worth, Texas 76107
Blake Woodard University Centre I Secretary and Treasurer
Suite 600 of Western
1300 South University
Drive
Fort Worth, Texas 76107
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 6300 Ridglea Place, Suite 1111, Fort Worth, Texas 76116. 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
Suite 600 Siria and President and
1300 South University Chief Investment Officer
Drive of Western
Fort Worth, Texas 76107
David A. Corbin 6300 Ridglea Place Chairman, President and
Suite 1111 Chief Investment Officer
Fort Worth, Texas 76116 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, Suite
600, 1300 South University Drive, 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 6300 Ridglea Place, Suite 1111, Fort Worth, Texas 76116. 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 6300 Ridglea Place Chairman, President and
Suite 1111 Chief Investment Officer
Fort Worth, Texas 76116 of Corbin & Co.
David F. Corbin 6300 Ridglea Place Chief Financial Officer/
Suite 1111 Chief Operations Officer
Fort Worth, Texas 76116 of Corbin & Co.
Barbara E. Shields 6300 Ridglea Place Vice President for Client
Suite 1111 Relations and Legal
Fort Worth, Texas 76116 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 6300 Ridglea Place,
Suite 1111, Fort Worth, Texas 76116.
(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.
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) $1,444,853.64
Corbin & Co. Other (1) $3,707,510.50 (2)
Western Other (1) $ 554,519.78
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 $3,015,243.14.
Item 4. PURPOSE OF TRANSACTION.
The Reporting Persons have had discussions with management of the
Issuer concerning alternatives regarding maximization of shareholder value
as well as various operational and financial aspects of the Issuer's
business. On November 9, 2000, Marathon delivered to the Issuer's Board of
Directors a letter, a copy of which is attached hereto as Exhibit 99.1,
setting forth proposals for the Board's consideration relating to
maximization of shareholder value. These proposals include a share
repurchase program, the sale of portions of the business and changes in the
Board of Directors, or liquidation of the company.
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.
(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 400,000, which
constitutes approximately 1.6% 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 714,450, which
constitutes approximately 2.9% 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 152,183, which
constitutes approximately 0.6% 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 400,000 shares of the Stock, which constitutes
approximately 1.6% 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 400,000 shares of the Stock, which
constitutes approximately 1.6% 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 552,183
shares of the Stock in the aggregate, which, in addition to his personal
holdings of 2,500 shares of the Stock, constitutes approximately 2.2% 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 714,450 shares of the Stock, which
constitutes approximately 2.9% 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 400,000 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 714,450 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 152,183 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 400,000 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 400,000 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 400,000
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 152,183 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 714,450 shares of the Stock.
(c) During the last 60 days, Corbin & Co. and Marathon have purchased
shares of the Stock in open market transactions over the counter as follows:
REPORTING NUMBER OF SHARES PRICE PER
PERSON DATE PURCHASED SHARE
Corbin & Co. 09/11/00 5,000 $ 2.97
Marathon 09/12/00 21,100 $ 2.85
Corbin & Co. 09/21/00 10,000 $ 2.69
Marathon 10/09/00 20,000 $ 2.13
Marathon 10/12/00 8,700 $ 1.75
Corbin & Co. 10/13/00 4,900 $ 1.88
Corbin & Co. 10/17/00 20,000 $ 2.00
Corbin & Co. 10/18/00 6,400 $ 1.88
Corbin & Co. 10/19/00 20,000 $ 1.97
Corbin & Co. 10/31/00 21,100 $ 1.82
Marathon 11/06/00 24,000 $ 1.82
Marathon 11/07/00 42,100 $ 1.95
Marathon 11/08/00 2,000 $ 1.88
Marathon 11/09/00 23,200 $ 1.94
Corbin & Co. 11/09/00 67,800 $ 1.95
Corbin & Co. 11/10/00 35,200 $ 1.99
In addition, on October 20, 2000, Corbin & Co. transferred 119,602
shares 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 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Attached hereto as Exhibit 99.1 is a letter from Marathon to the
Issuer's Board of Directors, dated November 9, 2000.
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.
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: November 17, 2000
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
EXHIBIT INDEX
EXHIBIT DESCRIPTION
99.1 Letter from Marathon to the Issuer's Board of Directors, dated
November 9, 2000.
MARATHON FUND
November 9, 2000
Board of Directors
VTEL Corporation
108 Wild Basin Road
Austin, Texas 78746
Ladies and Gentlemen:
We are writing to you today to formally request that you undertake
aggressive action to maximize the value of your shareholders' collective
investment in VTEL. The parties represented by us own approximately 5% of
the firm's stock. Many of the shareholders represented by us have patiently
owned shares for a number of years, but have realized no return on their
investment. It is time for the Board of Directors to pursue the following
course of action:
1. Begin a significant share repurchase program that takes advantage
of the low stock price. An authorization to purchase ten million
shares would, we believe, be a good starting point. The program
should be aggressively implemented, with at least one million
shares per quarter being purchased.
2. Initiate the sale of the hardware portion of the business, along
with the whole of the OnScreen and Campustream divisions. These
enterprises do not fit with the Company's business plan.
3. Expand the Board of Directors or replace the current Board. The
Board as presently constituted has proven itself to be incapable
of adding shareholder value.
If the Board is unable to take the above actions, we believe the
Company should begin orderly liquidation proceedings to return cash to
shareholders.
We have waited patiently for years for the Board of Directors to take
some meaningful action to increase shareholder value. We have run out of
patience. We would appreciate a response to our proposals by November 20,
2000.
Very truly yours,
Don Woodard, Jr. David A. Corbin, CFA
Marathon Fund Management, LP
6300 Ridglea Place/Suite 1111/Fort Worth, Texas 76116
Phone (817)335-8282/(800)490-9333