<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant /X/
Filed by a party other than the registrant / /
Check the appropriate box:
/ / Preliminary proxy statement
/X/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
MARTIN MARIETTA CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
MARTIN MARIETTA CORPORATION
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transactions applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:1
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registrations statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
- --------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
- --------------------------------------------------------------------------------
(3) Filing party:
- --------------------------------------------------------------------------------
(4) Date filed:
- --------------------------------------------------------------------------------
- ---------------
1Set forth the amount on which the filing fee is calculated and state how it
was determined.
<PAGE> 2
NOTICE OF 1994
ANNUAL MEETING OF
STOCKHOLDERS AND
PROXY STATEMENT
[LOGO]
<PAGE> 3
MARTIN MARIETTA CORPORATION
NORMAN R. AUGUSTINE
CHAIRMAN & CHIEF EXECUTIVE OFFICER
March 21, 1994
Dear Stockholder:
On behalf of the Board of Directors and management, I cordially invite
you to attend Martin Marietta Corporation's 1994 Annual Meeting of
Stockholders, which will be held at 10:30 a.m. on Thursday, April 28, 1994, at
The Ritz-Carlton Buckhead, 3434 Peachtree Road, N.E., Atlanta, Georgia.
An hour has been set aside starting at 9:30 a.m. for coffee and
conversation so that you may meet informally with the directors and members of
the Corporation's management. During the Annual Meeting, in addition to acting
on matters described in the Proxy Statement, the Corporation's senior
management will report to you on the Corporation's 1993 activities. There will
also be an opportunity to discuss matters of interest to you as a stockholder
of Martin Marietta.
I hope you can attend in person, but, whether or not you plan to
attend, please make sure that your shares are represented by completing and
returning your Proxy Card.
Sincerely,
/s/ NORMAN R. AUGUSTINE
-----------------------
Norman R. Augustine
<PAGE> 4
MARTIN MARIETTA CORPORATION
NOTICE OF ANNUAL MEETING OF
STOCKHOLDERS OF THE CORPORATION
The Annual Meeting of Stockholders of Martin Marietta Corporation (the
"Corporation") will be held on Thursday, April 28, 1994, at 10:30 a.m. at The
Ritz-Carlton Buckhead, 3434 Peachtree Road, N.E., Atlanta, Georgia. Attendance
at the Annual Meeting of Stockholders of the Corporation will be limited to
stockholders of record at the close of business on March 7, 1994 or their
proxies, beneficial owners presenting satisfactory evidence of ownership on
that date, and invited guests of the Corporation.
The purposes of the meeting are:
(1) to elect five directors to terms expiring in 1997;
(2) to ratify the appointment of independent auditors;
(3) to act upon the stockholder proposals set forth in the
attached Proxy Statement; and
(4) to transact such other business as may properly come before
the meeting.
Only stockholders of record at the close of business on March 7, 1994
shall be entitled to notice of and to vote at the meeting.
By Order of the Board of Directors
/s/ LILLIAN M. TRIPPETT
---------------------------------
Lillian M. Trippett
Corporate Secretary and
Assistant General Counsel
6801 Rockledge Drive
Bethesda, Maryland 20817
March 21, 1994
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IMPORTANT
IT IS IMPORTANT THAT ALL OF YOUR SHARES BE REPRESENTED AT THE
MEETING, REGARDLESS OF THE NUMBER OF SHARES YOU HOLD. IF YOU RECEIVE MORE
THAN ONE PROXY CARD BECAUSE YOUR SHARES ARE REGISTERED IN DIFFERENT NAMES OR
ADDRESSES, PLEASE SIGN AND RETURN EACH CARD SO THAT ALL OF YOUR SHARES
WILL BE REPRESENTED. WHETHER OR NOT YOU PLAN TO ATTEND, PLEASE SIGN,
DATE, AND RETURN YOUR PROXY CARD AS SOON AS POSSIBLE. A RETURN ENVELOPE IS
PROVIDED FOR YOUR CONVENIENCE.
PLEASE NOTE THAT A TICKET IS REQUIRED FOR ADMISSION TO THE MEETING.
IF YOU PLAN TO ATTEND AND YOU ARE A STOCKHOLDER AS OF THE RECORD DATE,
PLEASE CHECK THE APPROPRIATE BOX ON YOUR PROXY CARD, AND WE WILL SEND A
TICKET TO YOU. IF YOUR SHARES ARE HELD IN THE NAME OF A BROKER OR OTHER
NOMINEE, PLEASE BRING WITH YOU A PROXY OR A LETTER FROM THAT FIRM CONFIRMING
YOUR OWNERSHIP OF SHARES AS OF THE CLOSE OF BUSINESS ON THE RECORD DATE
(MARCH 7, 1994).
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<PAGE> 5
CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Voting Securities and Record Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Securities Owned by Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Compensation of Executive Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Ratification of Appointment of Independent Auditors . . . . . . . . . . . . . . . . . . . 18
Stockholder Proposals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
</TABLE>
<PAGE> 6
PROXY STATEMENT
GENERAL INFORMATION
The Annual Meeting of Stockholders of Martin Marietta Corporation, a
Maryland corporation (the "Corporation"), will be held on Thursday, April 28,
1994, at The Ritz-Carlton Buckhead, 3434 Peachtree Road, N.E., Atlanta,
Georgia, for the purposes set forth in the Notice of Annual Meeting of
Stockholders and Proxy Statement. This statement is furnished in connection
with the solicitation by the Board of Directors of proxies to be used at such
meeting and at any and all adjournments of such meeting.
Any proxy given pursuant to this solicitation may be revoked at any time
before the proxy is voted by filing with the Secretary of the Corporation prior
to the meeting at the Corporation's principal office, or at the Annual Meeting
of Stockholders of the Corporation, an instrument revoking the proxy or a duly
executed proxy bearing a later date. Attendance at the meeting will not in and
of itself constitute a revocation of a proxy.
The principal office of the Corporation is at 6801 Rockledge Drive,
Bethesda, Maryland 20817. This Proxy Statement, the Proxy Card, and the Notice
of Meeting will be sent to stockholders commencing approximately March 21,
1994.
VOTING SECURITIES AND RECORD DATE
Stockholders of record at the close of business on March 7, 1994 are
entitled to notice of and to vote at the Annual Meeting of Stockholders of the
Corporation ("Annual Meeting"). On January 31, 1994, there were 95,785,244
shares outstanding of the Corporation's Common Stock, $1.00 par value per share
("Common Stock" or "Stock"). Each share is entitled to one vote. Participants
in the Dividend Reinvestment Plan and certain of the Corporation's benefit
plans are entitled to one vote for each full share held under each plan.
Shares held in accounts under the Dividend Reinvestment Plan are included in
the proxy sent to the account owner.
Shares of Common Stock represented by a properly signed and returned proxy
will be considered as present at the Annual Meeting for purposes of determining
a quorum. Votes at the Annual Meeting will be tabulated by two independent
judges of election from First Chicago Trust Company of New York, the
Corporation's transfer agent.
The affirmative vote of a majority of shares outstanding and entitled to
vote is required for election of directors and adoption of the proposals set
forth below. Abstentions will not be counted "for" or "against" proposals, but
will be counted for the purpose of determining the existence of a quorum.
Brokers holding shares for beneficial owners must vote those shares according
to the specific instructions they receive from the owners. If specific
instructions are not received, brokers may generally vote these shares in their
discretion. However, the New York Stock Exchange Rules preclude brokers from
exercising their voting discretion on certain proposals. In such cases, absent
specific instructions from the beneficial owner, the broker may not vote on
those proposals. This results in what is known as a "broker non-vote." A
"broker non-vote" has the effect of a negative vote when a majority of the
shares outstanding and entitled to vote is required for approval of the
proposal. Votes "withheld" from director-nominees have the effect of a
negative vote since a majority of the shares outstanding and entitled to vote
is required for election of directors.
Bankers Trust Company, as trustee of the Martin Marietta Corporation
Performance Sharing Plan and the Martin Marietta Corporation Savings and
Investment Plan for Hourly Employees, has reported on a Schedule 13G, as of
December 31, 1993, that it held 6,146,097 shares of Common Stock (approximately
6.42 percent of the shares of Common Stock outstanding on December 31, 1993).
Bankers Trust Company has expressly disclaimed beneficial ownership of these
shares. Each plan participant will receive an instruction card on which the
participant may direct the trustee as to the manner in which shares of Common
Stock allocated to the plan participant's account are to be voted. If the plan
participant does not return a voting instruction card to the trustee in a
timely manner or returns a card without indicating any voting instructions, the
trustee will vote the shares in the same proportion as shares for which the
trustee receives voting instructions for that plan. In addition, Bankers Trust
Company reported beneficial ownership of 1,833,155 shares of Common Stock
(approximately 1.92 percent of the shares of Common Stock outstanding on
December 31, 1993) as trustee for various trust and employee benefit plans not
associated with the Corporation.
Participants in the Martin Marietta Energy Systems, Inc. 401(k) Savings
Plan for Hourly Employees and the Martin Marietta Energy Systems, Inc. 401(k)
Savings Plan for Salaried Employees may direct Chemical Bank, the trustee of
those plans, as to the manner in which shares of Common Stock allocated to the
plan participant's account are to be voted.
1
<PAGE> 7
At a special stockholders' meeting held on March 25, 1993, the
Corporation's stockholders approved a transaction, as described in the proxy
statement/prospectus (Form S-4 Registration Statement No. 33-58494) relating to
that meeting and mailed to stockholders of record on February 16, 1993,
providing for the combination of the aerospace business and certain other
businesses of the General Electric Company ("GE") with the businesses of the
Corporation. Upon consummation of this transaction on April 2, 1993, GE became
the owner of 20,000,000 shares of the Corporation's Series A Preferred Stock,
$1.00 par value per share, constituting the entire issue of such class. The
Series A Preferred Stock is convertible into Common Stock, has a liquidation
preference of $50 per share, and is non-voting except in certain circumstances.
The Series A Preferred Stock has a conversion price of $34.5525 per share
(subject to adjustment in certain circumstances) and will be convertible into
28,941,460 shares (subject to adjustment) or approximately 23.2 percent of the
outstanding shares of Common Stock after giving effect to such conversion
(based upon the number of shares of Common Stock outstanding on January 31,
1994). Dividends on the Series A Preferred Stock carry a cumulative
preference. In the absence of a dividend declaration, dividends of $0.75 per
share per quarter accrue automatically on the Series A Preferred Stock.
Further, any dividends not paid for any dividend period or series of dividend
periods accumulate and must be paid to the holder of the Series A Preferred
Stock before the holders of Common Stock may receive any dividend. Mr. Edward
E. Hood, Jr., retired Vice Chairman and a former director of GE, and Mr. Eugene
F. Murphy, President and Chief Executive Officer of GE Aircraft Engines, each
of whom are members of the Board of Directors of Martin Marietta Corporation,
disclaim beneficial ownership of these shares. GE's address is 3135 Easton
Turnpike, Fairfield, Connecticut 06341.
To the best of the Corporation's knowledge, no person (other than as
disclosed above) owned more than 5 percent of any class of the Corporation's
outstanding voting securities at the close of business on March 7, 1994.
ELECTION OF DIRECTORS
The charter of the Corporation ("Charter") provides that the directors of
the Corporation shall be divided into three classes, as nearly equal in number
as possible, with each class having a three-year term. The Board of Directors
of the Corporation, pursuant to the Corporation's By-Laws, has determined that
the number of directors of the Corporation will be seventeen. In accordance
with the recommendation of its Nominating Committee, the Board of Directors has
nominated Messrs. Marcus C. Bennett, A. James Clark, Edwin I. Colodny, James L.
Everett, III, and Allen E. Murray for election to serve as directors of the
Corporation until the Annual Meeting of Stockholders of the Corporation in 1997
and until their successors will have been duly elected and qualify. Each
nominee is currently serving as a director and has previously been elected by
the stockholders. In the event any of these nominees becomes unavailable for
election to the Board of Directors, an event which is not anticipated, the
persons named as proxies, or their substitutes, shall have full discretion and
authority to vote or refrain from voting for any other nominee in accordance
with their judgment.
Nominees for Election--
To Terms Expiring in 1997
MARCUS C. BENNETT (58)
Director (since 1993)
Mr. Bennett has been Vice President and Chief Financial Officer of
Martin Marietta Corporation since 1988. Prior to his election as Chief
Financial Officer, he served as Vice President of Finance. Mr. Bennett
is the Chairman of Martin Marietta Materials, Inc., a majority owned
subsidiary company of the Corporation (the common stock of Martin
Marietta Materials, Inc. trades on the New York Stock Exchange). He
serves on the Board of Directors of Carpenter Technology, Inc., is a
member of the Financial Executives Institute, and is a member of MAPI
Finance Council. In addition, Mr. Bennett serves on the Board of
Directors of the Private Sector Council and is a member of its CFO Task
Force.
A. JAMES CLARK (66)
Director (since 1981), member of the Compensation, Executive, and
Finance Committees
Mr. Clark has served since 1987 as Chairman of the Board of Clark
Enterprises, Inc., a holding company engaged in the construction
business. He has also served as its President since 1972. Mr. Clark
serves on the Boards of Directors of GEICO Corporation and Potomac
Electric Power Company. In addition, Mr. Clark is a member of the Board
of Trustees of The Johns Hopkins University.
2
<PAGE> 8
EDWIN I. COLODNY (67)
Director (since 1987), member of the Executive, Finance, and Nominating
Committees
Mr. Colodny is Of Counsel to Paul, Hastings, Janofsky & Walker. He
served as Chief Executive Officer of USAir, Inc. from 1975 until
retiring in June 1991 and as Chairman of the Board of USAir, Inc. from
1978 until July 1992. He also served as Chairman of the Board of USAir
Group, Inc. from 1983 until retiring from that position in July 1992.
Mr. Colodny serves on the Boards of Directors of USAir Group, Inc.,
USAir, Inc., COMSAT Corporation, Esterline Technologies Corp., and the
United States Chamber of Commerce. In addition, Mr. Colodny is a
member of the Board of Trustees of the University of Rochester.
JAMES L. EVERETT, III (67)
Director (since 1976), Chairman of the Nominating Committee, member of
the Audit and Ethics and Compensation Committees
Mr. Everett was elected Chief Executive Officer of Philadelphia Electric
Company in 1978 and Chairman of its Board of Directors in 1982. He
continued to serve in those capacities until his retirement in 1988. He
serves on the Boards of Directors of Phillips & Jacobs, Inc. and Tasty
Baking Company.
ALLEN E. MURRAY (65)
Director (since 1991), Chairman of the Compensation Committee, member of
the Audit and Ethics Committee
Mr. Murray was Chairman of the Board and Chief Executive Officer of
Mobil Corporation from 1986 until his retirement on March 1, 1994. He
serves on the Boards of Directors of Metropolitan Life Insurance
Company, Minnesota Mining and Manufacturing Company, and Morgan Stanley
Group Inc. Mr. Murray is also a member of the Board of Trustees of New
York University, a member of the Chase International Advisory Committee,
and serves as a Director of the American Petroleum Institute. In
addition, Mr. Murray is a member of The Business Council, The Business
Roundtable, The Council on Foreign Relations, and The Trilateral
Commission.
Continuing Directors--
Terms Expiring in 1995
CALEB B. HURTT (62)
Director (since 1987), member of the Compensation, Executive, and
Finance Committees
Mr. Hurtt was President and Chief Operating Officer of the Corporation
from 1987 until his retirement in January 1990. He was its Executive
Vice President in 1987 and a Senior Vice President from 1983 to 1987.
Mr. Hurtt is Vice Chairman of the Board of Trustees of Stevens Institute
of Technology. He was Chairman of the Board of Governors of the
Aerospace Industries Association in 1989 and is a past Chairman of the
NASA Advisory Council.
MELVIN R. LAIRD (71)
Director (since 1981), member of the Audit and Ethics, Executive, and
Nominating Committees
Mr. Laird has served as a Director of The Reader's Digest Association,
Inc. since 1990 and as its Senior Counsellor for National and
International Affairs since 1974. He served as a United States
Congressman for nine terms, as U.S. Secretary of Defense, and as a
Presidential Counsellor. Mr. Laird is Chairman of the Board of
Directors of COMSAT Corporation. He serves on the Boards of Directors
of IDS Mutual Fund Group, Metropolitan Life Insurance Company, Science
Applications International Corporation, and The Wallace-Reader's Digest
Funds. Mr. Laird is a Director Emeritus of Northwest Airlines, Inc. and
is a member of the Public Oversight Board of the American Institute of
Certified Public Accountants.
3
<PAGE> 9
GORDON S. MACKLIN (65)
Director (since 1992), Chairman of the Audit and Ethics Committee,
member of the Executive and Finance Committees
Mr. Macklin is Chairman of White River Corporation, a financial services
company. He served as Chairman of the Board of Hambrecht & Quist, Inc.,
a venture capital and investment banking company, from 1987 until his
retirement in April 1992 and was President of the National Association
of Securities Dealers, Inc. from 1970 until 1987. He is also a former
director of H&Q Healthcare Investors. Mr. Macklin serves on the Boards
of Directors of Fund American Enterprises Holdings, Inc. and MCI
Communications Corporation. In addition, he serves as Director of
certain of the investment companies in the Templeton Group of Funds and
as Director, Trustee or Managing General Partner, as the case may be, of
most of the investment companies in the Franklin Group of Funds.
EUGENE F. MURPHY (58)
Director (since 1993), member of the Compensation and Finance Committees
Mr. Murphy is President and Chief Executive Officer of GE Aircraft
Engines. Until the Aerospace businesses of General Electric ("GE
Aerospace") were combined with the businesses of the Corporation in
April 1993, he was President and Chief Executive Officer of GE
Aerospace. Prior to 1992, he was Senior Vice President of GE
Communications & Services. Mr. Murphy became a Senior Vice President of
GE upon its merger with RCA Corporation in 1986. He was a member of
President Reagan's National Security Telecommunications Advisory
Committee and is a former Chairman and permanent member of the Board of
Directors of the Armed Forces Communications and Electronics
Association. In addition, Mr. Murphy is a member of the Aerospace
Industries Association Board of Governors.
JOHN W. VESSEY, JR. (71)
Director (since 1985), member of the Audit and Ethics, Executive, and
Nominating Committees
General Vessey was Chairman of the Joint Chiefs of Staff from 1982 until
his retirement from active military duty in October 1985 after 44 years
in the armed services. He serves on the Boards of Directors of National
Computer Systems, Inc., Youth Service USA Inc., and The National Flag
Day Foundation. He also serves on the Board of Advisors of GA
Technologies, Inc.
A. THOMAS YOUNG (55)
Director (since 1989), member of the Executive Committee
Mr. Young has served as President and Chief Operating Officer of the
Corporation since January 1990. He was its Executive Vice President in
1989, a Senior Vice President from 1987 to 1989, and a Vice President
from 1985 to 1987. Mr. Young served as President of Martin Marietta
Electronics & Missiles Group from 1985 to 1989. He serves on the Boards
of Directors of Cooper Industries, Inc. and The Dial Corp. He is a
Fellow of the American Institute of Aeronautics and Astronautics and of
the American Astronautical Society. In addition, Mr. Young is a member
of the National Academy of Engineering.
Continuing Directors--
Terms Expiring in 1996
LAMAR ALEXANDER (53)
Director (since 1993), member of the Audit and Ethics and Compensation
Committees
Mr. Alexander is counsel to Baker, Worthington, Crossley, Stansberry &
Woolf of Nashville, Tennessee. He served as U.S. Secretary of Education
from March 1991 until January 1993. He was President of The University
of Tennessee from July 1988 until March 1991, and he served as the
Governor of the State of Tennessee from 1979 to 1987. Mr. Alexander
served on the Corporation's Board of Directors from 1989 until his
confirmation as U.S. Secretary of Education.
4
<PAGE> 10
NORMAN R. AUGUSTINE (58)
Director (since 1986), Chairman of the Executive Committee
Mr. Augustine has served as Chairman of the Board of the Corporation
since 1988, as Chief Executive Officer since 1987, and served as Vice
Chairman between 1987 and 1988. He was the Corporation's President and
Chief Operating Officer in 1986 and 1987, Executive Vice President in
1985 and 1986, and a Senior Vice President in 1985. Mr. Augustine
serves on the Boards of Directors of Phillips Petroleum Company, Riggs
National Corporation, and Procter & Gamble Co.
JOHN J. BYRNE (61)
Director (since 1978), Chairman of the Finance Committee, member of the
Nominating Committee
Mr. Byrne has been Chairman of the Board and Chief Executive Officer of
Fund American Enterprises Holdings, Inc. (formerly Fireman's Fund
Corporation) since 1985. In addition to the Boards of Fund American and
its subsidiary, Source One Mortgage Company, he serves on the Boards of
Directors of New Dartmouth Bank, Zurich Reinsurance Centre, Inc.,
Special Olympics International, American Academy of Actuaries, and
serves as an Advisory Director of Potomac Electric Power Company. Mr.
Byrne is an Overseer of the Amos Tuck School of Business Administration
of Dartmouth College and of Rutgers University Foundation. Mr. Byrne is
also a Member of the Stanford Graduate School of Business Advisory
Council and the Stanford Research Institute (SRI) Advisory Council.
EDWARD L. HENNESSY, JR. (65)
Director (since 1983), member of the Compensation and Nominating
Committees
Mr. Hennessy served as Chairman of the Board and Chief Executive Officer
of AlliedSignal Inc. from May 1979 through June 1991. He served as
Chairman of AlliedSignal Inc. from July 1991 through December 1991. Mr.
Hennessy serves on the Boards of Directors of The Bank of New York,
Titan Pharmaceuticals, Inc., Dycom Industries, Inc., The Wackenhut
Corporation, and Walden Residential Properties, Inc. He is a Trustee
and Chairman of the Board of Fairleigh Dickinson University.
EDWARD E. HOOD, JR. (63)
Director (since 1993), member of the Audit and Ethics, Executive, and
Finance Committees
Mr. Hood joined GE in 1957 after service in the U.S. Air Force. He was
elected a Vice President of GE in 1968 and was Vice Chairman and
Executive Officer of GE in 1979. He was a Director of GE from 1980
until his retirement in 1993. Mr. Hood is a Director of FlightSafety
International, Inc. and the Lincoln Electric Company. He also serves as
Chairman of the Board of Trustees of Rensselaer Polytechnic Institute.
GWENDOLYN S. KING (53)
Director (since 1992), member of the Audit and Ethics and Finance
Committees
Mrs. King has been Senior Vice President of Corporate and Public Affairs
for Philadelphia Electric Company since October 1992. She served as
Commissioner of the Social Security Administration from August 1989
through September 1992. From March 1988 to July 1989, Mrs. King was
Executive Vice President of Gogol & Associates in Washington, D.C. Mrs.
King serves on the Board of Directors of Monsanto Company.
5
<PAGE> 11
BOARD OF DIRECTORS
The Board of Directors held eleven meetings during 1993, of which eight
were regularly scheduled meetings. Directors, other than officers of the
Corporation, received $32,500 annually for service on the Board and $800 per
meeting attended, including the Annual Meeting of Stockholders of the
Corporation. Effective March 1, 1994, these amounts were increased to $36,000
annually for service on the Board and $1,000 per meeting attended. Directors
are also reimbursed for expenses incurred in connection with attendance at
Board and Committee meetings.
The Board currently has five standing Committees: Audit and Ethics,
Compensation, Executive, Finance, and Nominating. Directors, other than
officers of the Corporation, receive $5,400 annually for each Committee on
which they serve and $800 per Committee meeting attended. Effective March 1,
1994, the Committee meeting fee was increased to $1,000. Directors, other than
officers of the Corporation, who serve as Chairmen of Committees receive the
following additional compensation: Chairmen of the Audit and Ethics,
Compensation, Executive, and Finance Committees receive $4,000 additional
compensation per year and the Chairman of the Nominating Committee receives
$2,000 additional compensation per year.
Under the Directors' Deferred Compensation Plan, eligible directors have
the option of deferring receipt of all or part of the fees earned until after
termination of service as a director. Interest is accrued. In the event of a
change in control of the Corporation, participating directors are eligible to
receive immediate lump-sum payments representing the balance in their accounts.
A $100,000 Life Insurance Plan is available to directors. The benefit
becomes fully vested for directors who have served five years. Directors who
retire with less than five years of service will receive a proportionally
reduced amount of insurance coverage. Premiums are paid by the Corporation.
A Financial Counseling Program which provides reimbursement for tax and
financial planning and tax preparation services is available to directors,
officers, and other key employees of the Corporation. The Corporation pays a
maximum of $6,000 annually per participant.
Non-employee directors are provided, under the Corporation's business
travel accident policy, with $100,000 coverage for death or dismemberment
resulting from an accident while traveling on the Corporation's business.
The Post-Retirement Income Maintenance Plan for Directors provides that a
director who at the time of retirement has served five continuous years, unless
otherwise approved by the Nominating Committee, and who has attained mandatory
retirement age shall receive for life an annual fee equal to the annual basic
retainer in effect at the time of retirement. A director who retires early
after completing at least five continuous years of service is entitled to
receive an annual fee equal to the annual basic retainer in effect at the time
of retirement for a period equal to the number of full years the retired
director served on the Board. In the event of the death of any retired
director, or the death of any director who is otherwise qualified to
participate in the Plan, prior to receiving payments equal to the number of
months of active service on the Board, the surviving lawful spouse, if any,
will be entitled to the remainder of the Plan benefit payments for such service
period or 120 months, whichever is less. In addition, if a director dies while
serving on the Board, the Plan includes a lump-sum death benefit payment equal
to the fees the director would have received had he continued to serve as a
director for the entire period that he could have served pursuant to the
Corporation's By-Laws; however, no more than ten years of such imputed
additional service shall be taken into account. The Plan provides for lump-sum
payments of vested retirement benefits in the event of a change of control of
the Corporation.
The Audit and Ethics Committee is composed of directors who are not
employees of the Corporation. It has general powers relating to accounting and
auditing matters. The Committee recommends the selection and monitors the
independence of independent auditors for the Corporation, reviews the scope and
timing of their work, reviews with the Corporation's management and independent
auditors the financial accounting and reporting principles used by the
Corporation, as well as the policies and procedures concerning audits and
accounting and financial controls and any recommendations to improve existing
practices. It reviews the results of the independent audit as well as the
activities of the corporate internal audit staff. In addition, the Committee
monitors compliance with the Corporation's Code of Ethics and Standards of
Conduct, reviews and resolves all matters of concern presented to it by the
Corporate Ethics Office, and reviews and monitors the adequacy of the
Corporation's policies and procedures, as well as the organizational structure,
for ensuring general compliance with laws and regulations including
environmental laws and regulations and the policies and procedures relating
thereto; it reviews with the Corporation's management significant litigation
and regulatory proceedings in which the Corporation is or may become involved
and reviews the accounting and financial reporting issues, including the
adequacy of disclosure for all environmental matters. The Audit and Ethics
Committee met four times during 1993.
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<PAGE> 12
The Compensation Committee is composed of directors who are not employees
of the Corporation. The Committee reviews the compensation policy and
establishes standards of compensation for the Corporation. The Committee
recommends compensation to be paid to elected officers and approves the
compensation for all employees, other than elected officers, who receive a
salary of $200,000 or more per year. The Committee approves employee benefits
provided by all special compensation plans, including pension, insurance, and
health plans; and it also serves as the Stock Option Committee. The
Compensation Committee met five times during 1993.
The Executive Committee has been delegated the authority to exercise,
during the intervals between the meetings of the Board of Directors, any of the
powers vested in the full Board subject to applicable law. The Executive
Committee met two times during 1993.
The Finance Committee has been delegated the authority to exercise, during
the intervals between the meetings of the Board of Directors, the powers of the
Board in the financial affairs of the Corporation, including responsibilities
related to borrowing arrangements and the investment of the Corporation's
available cash resources. It reviews changes in the capital structure of the
Corporation and the proposed capital expenditure and contributions budgets. It
reviews the financial impact of the implementation of employee benefit plans
and reviews those plans to ensure that they are operated in accordance with
existing legal requirements and sound financial principles. The Finance
Committee met three times during 1993.
The Nominating Committee is composed of directors who are not employees of
the Corporation. It makes recommendations to the Board concerning the
composition and compensation of the Board, including its size and the
qualifications for membership. It also recommends nominees to fill vacancies
or new positions on the Board and the Board's nominees for election by the
stockholders at an annual meeting of stockholders. The Nominating Committee
met three times during 1993.
Written suggestions submitted by stockholders concerning proposed nominees
for election to the Board will be presented to the Nominating Committee for its
consideration. Suggestions should include a brief description of the proposed
nominee's qualifications and all other relevant biographical data as well as
the written consent of the proposed nominee to act as a director if nominated
and elected. In accordance with the Corporation's By-Laws, suggestions should
be mailed to the Secretary of the Corporation.
In addition, the By-Laws of the Corporation require advance notice for any
proposal for the nomination for election as a director at an annual meeting of
stockholders that is not included in the Corporation's notice of meeting or
made by or at the direction of the Board of Directors. In general, nominations
must be delivered to the Secretary of the Corporation at its principal
executive office, 6801 Rockledge Drive, Bethesda, Maryland 20817, not less than
60 days nor more than 90 days prior to the first anniversary of the preceding
year's annual meeting and must contain specified information concerning the
nominee and the stockholder proposing the nomination. Any stockholder desiring
a copy of the By-Laws of the Corporation will be furnished a copy without
charge upon written request to the Secretary of the Corporation.
During 1993, all incumbent directors attended at least 75 percent of Board
and Committee meetings. Average attendance at all Board and Committee meetings
was 94 percent.
7
<PAGE> 13
SECURITIES OWNED BY MANAGEMENT
The following table shows the number of shares of Common Stock
beneficially owned by the directors and nominees, the Chief Executive
Officer, and the four most highly compensated executive officers and by
all directors and executive officers as a group on January 31, 1994. The
number of shares shown for each director and each of the named executive
officers represented less than 1 percent of the shares of Common Stock
outstanding. The number of shares shown for all executive officers and
directors as a group represented .75 percent of the Common Stock
outstanding. Individuals have sole voting and investment power over the
stock unless otherwise indicated in the footnotes.
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
NAME OF INDIVIDUAL OR AMOUNT AND NATURE OF
IDENTITY OF GROUP BENEFICIAL OWNERSHIP
----------------- --------------------
<S> <C>
Lamar Alexander . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100
Norman R. Augustine . . . . . . . . . . . . . . . . . . . . . . . . . . . 229,380(1)(8)
Marcus C. Bennett . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31,856(2)(8)
John J. Byrne . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,750
A. James Clark . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21,612
Edwin I. Colodny . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,000
James L. Everett, III . . . . . . . . . . . . . . . . . . . . . . . . . . 6,750(3)
Edward L. Hennessy, Jr. . . . . . . . . . . . . . . . . . . . . . . . . . 2,224
Edward E. Hood, Jr. . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,000
Caleb B. Hurtt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,336
Gwendolyn S. King . . . . . . . . . . . . . . . . . . . . . . . . . . . . 200
Melvin R. Laird . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47,700(4)
Gordon S. Macklin . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,000
Frank H. Menaker, Jr. . . . . . . . . . . . . . . . . . . . . . . . . . . 53,700(5)(8)
Eugene F. Murphy . . . . . . . . . . . . . . . . . . . . . . . . . . . . 200
Allen E. Murray . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,000
Peter B. Teets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32,833(6)(8)
John W. Vessey, Jr. . . . . . . . . . . . . . . . . . . . . . . . . . . . 400
A. Thomas Young . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66,254(7)(8)
All executive officers and directors
as a group (31 individuals including
those named above) 715,687(8)(9)
- -------------------------------------------------------------------------------------------------------
</TABLE>
(1) Includes 62,000 shares awarded to Mr. Augustine under the Corporation's
restricted stock award plans which are currently subject to the terms and
conditions described in the governing plan documents. Also includes
126,800 shares not currently owned but which could be acquired within 60
days following January 31, 1994 by Mr. Augustine through the exercise of
stock options.
(2) Includes 22,000 shares awarded to Mr. Bennett under the Corporation's
restricted stock award plans which are currently subject to the terms and
conditions described in the governing plan documents. Also includes 2,400
shares not currently owned but which could be acquired within 60 days
following January 31, 1994 by Mr. Bennett through the exercise of stock
options.
(3) Shared voting and investment power.
(4) Includes approximately 44,700 shares held by Metropolitan Life Insurance
Company. Mr. Laird specifically disclaims ownership of these shares.
(5) Includes 15,000 shares awarded to Mr. Menaker under the Corporation's
restricted stock award plans which are currently subject to the terms and
conditions described in the governing plan documents. Also includes 34,000
shares not currently owned but which could be acquired within 60 days
following January 31, 1994 by Mr. Menaker through the exercise of stock
options.
(6) Includes 24,000 shares awarded to Mr. Teets under the Corporation's
restricted stock award plans which are currently subject to the terms and
conditions described in the governing plan documents.
(7) Includes 48,000 shares awarded to Mr. Young under the Corporation's
restricted stock award plans which are currently subject to the terms and
conditions described in the governing plan documents.
(8) From 1989 through 1992, and for a portion of 1993, the Corporation made
matching contributions to participants' accounts in the Martin Marietta
Corporation Performance Sharing Plan in Common Stock. Where appropriate,
the shares shown include an approximation of the number of shares in the
participant's account as of January 31, 1994. Executive officers do not
have investment power over these shares.
(9) Includes 276,600 shares of Common Stock not presently held by members of
the group but which could be acquired within 60 days following January 31,
1994 through the exercise of stock options and 241,500 shares awarded under
the Corporation's restricted stock award plans which are subject to the
terms and conditions described in the governing plan documents.
COMPENSATION OF EXECUTIVE OFFICERS
The following tables show annual and long-term compensation received for
services in all capacities to the Corporation of the Chief Executive Officer
and the next four most highly compensated executive officers for the years
ended December 31, 1993, 1992, and 1991. All statements as to the number of
shares have been adjusted to reflect the effects of a 2-for-1 stock split on
the Corporation's Common Stock effected September 30, 1993. Other than
compensation paid by the Corporation as set forth below, no annual or long-term
compensation of any kind was paid to the Chief Executive Officer or other named
executive officers of the Corporation in each of the years during the
three-year period ended December 31,
8
<PAGE> 14
1993. In addition, the information set forth in the tables captioned
"Option/SAR Grants in Last Fiscal Year," "Aggregated Option/SAR Exercises in
Last Fiscal Year and Fiscal Year-End Option/SAR Values," and "Long-Term
Incentive Plans - Awards in Last Fiscal Year" relate to stock options, stock
appreciation rights (SARs), and long-term incentive plan awards with respect to
the Corporation.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term Compensation(1)
Annual Compensation Awards
----------------------------------- -------------------------
Number
Restricted of Securities
Name and Other Annual Stock(4) Underlying All Other
Principal Position Year Salary(2) Bonus Compensation(3) Awards(5) Options/SARs Compensation(6)
------------------ ---- ------ ----- ------------ ---------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
NORMAN R. AUGUSTINE 1993 $830,000 $800,000 $20,544 $1,152,000 100,000 $2,275
Chairman & Chief 1992 796,923 575,000 30,900 --- 60,000 1,750
Executive Officer 1991 683,846 500,000 862,500 60,000
A. THOMAS YOUNG 1993 535,000 500,000 32,620 864,000 60,000 10,087
President & Chief 1992 501,731 375,000 131,193 --- 35,000 1,750
Operating Officer 1991 424,962 330,000 690,000 22,000
PETER B. TEETS 1993 391,827 250,000 278,410 432,000 20,000 4,859
Vice President 1992 357,116 200,000 12,372 --- 15,000 1,750
1991 314,423 180,000 345,000 6,000
MARCUS C. BENNETT 1993 370,000 250,000 10,116 432,000 18,000 9,321
Vice President & 1992 351,923 190,000 13,422 --- 13,500 1,750
Chief Financial Officer 1991 302,846 170,000 287,500 7,000
FRANK H. MENAKER, JR. 1993 328,462 190,000 6,101 288,000 12,000 3,742
Vice President & 1992 320,000 160,000 4,619 --- 9,000 1,750
General Counsel 1991 281,231 145,000 201,250 4,000
</TABLE>
(1) There were no payouts under the Corporation's long-term incentive plans
(Martin Marietta Corporation Long Term Performance Incentive Compensation
Plan and Amended and Restated Martin Marietta Corporation Long Term
Performance Incentive Compensation Plan) during 1993, 1992 or 1991 to the
named executives.
(2) The Corporation follows a bi-weekly pay schedule; therefore, yearly salary
differences reflect differences in compensation as well as variations, if
any, in the number of pay periods.
(3) In accordance with the transition rules adopted by the Securities and
Exchange Commission, no disclosure is required for the year 1991. Amounts
reported under the column generally represent amounts reimbursed for the
payment of taxes and financial counseling fees. During the years 1993 and
1992, some executive officers of the Corporation received certain personal
benefits from the Corporation. The cost of the personal benefits furnished
to each executive officer, with the exception of Mr. Teets in 1993 and Mr.
Young in 1992, did not exceed the lesser of $50,000 or 10 percent of the
total annual salary and bonus of that executive officer as reported in the
above table. Consistent with the Corporation's policies and procedures,
the amount reported for Mr. Teets in 1993 includes payments of $245,187 for
relocation. On occasion, the Corporation determines that it is in its best
interest to pay membership fees, dues, and other expenses related to
employee participation in professional and social organizations.
Determinations are made on a case-by-case basis rather than pursuant to a
formal program or plan. The amount reported for Mr. Young in 1992 includes
a one-time membership fee of $50,000.
(4) Dividends are paid on restricted stock at the same rate as paid to all
stockholders. On December 31, 1993, Mr. Augustine held a total of 62,000
restricted shares having a then current value of $2,728,000; Mr. Young held
a total of 48,000 restricted shares having a then current value of
$2,112,000; Mr. Teets held a total of 24,000 restricted shares having a
then current value of $1,056,000; Mr. Bennett held a total of 22,000
restricted shares having a then current value of $968,000; and Mr. Menaker
held a total of 15,000 restricted shares having a then current value of
$660,000. In the event of a change in control as defined in the governing
plan documents, restricted shares vest immediately. Of the 129,000
restricted shares awarded in 1991, 13,000 shares have been forfeited.
Assuming no other forfeitures occur with respect to 1991 awards,
restrictions on 58,000 shares will lapse on July 25, 1994, and restrictions
on the remaining 58,000 shares will lapse on July 25, 1996. Of the 170,000
restricted shares awarded in 1993, assuming no forfeitures occur,
restrictions on 85,000 shares will lapse on April 21, 1996, and
restrictions on the remaining 85,000 will lapse on April 21, 1998.
(5) Messrs. Norman R. Augustine, A. Thomas Young, Peter B. Teets, and Marcus C.
Bennett, each of whom is an executive officer of Martin Marietta, borrowed
$232,363, $104,563, $86,535, and $68,447, respectively, from the
Corporation in 1993. The loans were used to satisfy personal income tax
obligations associated with the vesting of restricted stock previously
granted to these individuals by the Corporation. The plan under which such
restricted stock was granted envisions that recipients may satisfy such tax
obligations by instructing the Corporation to withhold the appropriate
number of shares from the certificate delivered to the recipient when the
restricted stock vests. In this instance, as a result of possible
restrictions on sales by the Corporation's executive officers imposed by
Section 16 of the Securities Exchange Act of 1934 and resulting from the
Combination with GE Aerospace ("Combination"), counsel for the Corporation
recommended that its executive officers not utilize this tax withholding
feature. As the restrictions on sale resulted from the Corporation's
actions in effecting the Combination which was in the best interest of the
Corporation, the Corporation offered short-term loans to such persons to
enable them to satisfy their income tax obligations. The loans and their
terms were approved by disinterested members of the Corporation's Board of
Directions. No interest was paid on the loans. All of the loans had been
repaid in full by January 31, 1994.
(6) In accordance with the transition rules adopted by the Securities and
Exchange Commission, no disclosure is required for the year 1991. Amounts
reported under All Other Compensation represent the Corporation's matching
contributions to the Martin Marietta Corporation Performance Sharing Plan
and payments of director life insurance where applicable.
9
<PAGE> 15
OPTION/SAR GRANTS IN LAST FISCAL YEAR(1)
Shown below is information on grants of options on Common Stock awarded
pursuant to the Martin Marietta Corporation Amended Omnibus Securities Award
Plan ("Amended Omnibus Plan")(2) to the named executives.
<TABLE>
<CAPTION>
Potential Realizable
Value at Assumed
Annual Rates of Stock
Price Appreciation For
Individual Grants Option Term(3)
- ----------------------------------------------------------------------------------- ------------------------
Number of % of Total
Securities Options/SARs
Underlying Granted to Exercise or
Options/SARs Employees Base Price Expiration
Name Granted in 1993 Per Share Date 5% 10%
------------ ------- ---------- ---- -- ---
<S> <C> <C> <C> <C> <C> <C>
NORMAN R. AUGUSTINE 100,000 8.2% $40.375 7/21/03 $2,539,500 $6,434,500
A. THOMAS YOUNG 60,000 4.9% 40.375 7/21/03 1,523,700 3,860,700
PETER B. TEETS 20,000 1.6% 40.375 7/21/03 507,900 1,286,900
MARCUS C. BENNETT 18,000 1.5% 40.375 7/21/03 457,110 1,158,210
FRANK H. MENAKER, JR. 12,000 1.0% 40.375 7/21/03 304,740 772,140
</TABLE>
(1) No SARs were granted in the last fiscal year.
(2) Awards are granted at the discretion of a disinterested committee, the
Compensation Committee, of the Board of Directors upon the recommendation
of management and may be awarded based on past performance or as incentive
for future performance. Each award under this Plan is evidenced by an
award agreement setting forth the number and type of stock-based awards
subject to the terms and conditions applicable to the award as determined
by the Compensation Committee. Under the 1993 award agreements issued
pursuant to the Amended Omnibus Plan, options vest and become exercisable
in three approximately equal increments in multiples of 100 shares on the
first, second, and third anniversary dates of the grant. Options awarded
in 1993 expire three months following termination of employment, except in
instances following death, disability or retirement. In the event of
death, all outstanding options vest immediately and will expire one year
following the date of death. In instances of disability or normal
retirement, and in many cases of early retirement, the award agreement
states that the terms of all outstanding options will be unaffected by such
retirement or disability.
(3) The dollar amounts set forth in these columns are the result of
calculations at the 5 percent and 10 percent rates set by the Securities
and Exchange Commission and, therefore, are not intended to forecast
possible future appreciation, if any, of the Corporation's Common Stock
price.
10
<PAGE> 16
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
Shown below is information relating to the exercise of options on Common
Stock and stock appreciation rights (SARs) during the last completed fiscal
year and the fiscal year-end value of unexercised options of Common Stock and
SARs for the named executives.
<TABLE>
<CAPTION>
Number of Securities
Underlying Unexercised Value of Unexercised In-the-Money
Shares Options/SARs at Fiscal Year End Options/SARs at Fiscal Year End
Acquired Value -------------------------------- -------------------------------
Name on Exercise Realized(1) Exercisable Unexercisable Exercisable Unexercisable
- ---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
NORMAN R. AUGUSTINE 0 $794,103 166,800 220,000 $2,992,232 $2,479,800
A. THOMAS YOUNG 0 498,650 57,800 121,600 1,148,890 1,334,901
PETER B. TEETS 6,000 292,842 20,800 44,000 434,146 514,230
MARCUS C. BENNETT 5,600 272,109 19,400 40,800 401,846 479,826
FRANK H. MENAKER, JR. 0 497,542 34,000 26,800 696,285 314,211
</TABLE>
(1) Includes value realized from exercise of options of Common Stock and SARs.
LONG-TERM INCENTIVE PLANS - AWARDS IN LAST FISCAL YEAR
The following table sets forth the awards under the Amended and Restated
Martin Marietta Corporation Long Term Performance Incentive Compensation Plan
to the named executives.
<TABLE>
<CAPTION>
Performance Estimated Future Payouts
Number of or Other Period Under Non-Stock Price-Based Plans
Shares, Units or Until Maturation -------------------------------------------
Name Other Rights(1) Payout Threshold(2) Target(3) Maximum
- ---- ------------ ------ --------- ------ -------
<S> <C> <C> <C> <C> <C>
NORMAN R. AUGUSTINE 100,000 12/31/95 N/A $361,000 N/A
A. THOMAS YOUNG 60,000 12/31/95 N/A 216,600 N/A
PETER B. TEETS 20,000 12/31/95 N/A 72,200 N/A
MARCUS C. BENNETT 18,000 12/31/95 N/A 64,980 N/A
FRANK H. MENAKER, JR. 12,000 12/31/95 N/A 43,320 N/A
</TABLE>
(1) Each of the awards made under the Amended and Restated Martin Marietta
Corporation Long Term Performance Incentive Compensation Plan ("Plan") will
vest in its entirety on December 31, 1995, although the vesting date may be
accelerated if an employee dies, becomes disabled or retires. Vested units
automatically will be exchanged for an amount of cash calculated under a
formula which requires that a base amount (established by the Compensation
Committee at the time of grant) be subtracted from earnings per share for
the year ending December 31, 1995 and the resulting difference, if a
positive number, be multiplied by a factor (also established by the
Compensation Committee at the time of grant). The resulting value is then
multiplied by the number of units held to establish the cash payout. See
Board Compensation Committee Report section entitled "Long-Term
Compensation-Performance Units" on page 14 of this Proxy Statement. In the
event of a change in control as defined in the Plan, the cash payout for
each unit will be equal to twice the base amount multiplied by the factor.
(2) Under the Plan, there is no "threshold" amount payable, because, if
earnings per share for the year ending December 31, 1995 are not greater
than the base amount, no payout will be made.
(3) The amounts indicated in this column were calculated, in accordance with
Instruction 5 to Item 402(e) of Regulation S-K, by assuming the same
increase in earnings per share for each of 1994 and 1995 as was the case in
1993. These representative amounts are included in this table solely in
accordance with the requirements of Instruction 5 to Item 402(e) of
Regulation S-K and should not be deemed, in any manner, to be indicative of
management's projection of earnings, nor should the amounts be deemed to
reflect amounts, if any, that may be paid pursuant to these awards.
11
<PAGE> 17
BOARD COMPENSATION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
COMPOSITION OF THE COMPENSATION COMMITTEE
The Board of Directors relies upon an independent Compensation Committee
composed of seven non-employee Board members to recommend the form and amount
of compensation to be paid to the Corporation's executive officers. The Board
ratified these recommendations in 1993.
POLICIES AND PRACTICES OF THE COMPENSATION COMMITTEE
The Committee's policy with respect to executive compensation generally
reflects the Corporation's compensation policies which hold that the
Corporation's employees are its most important resource and should be
compensated fairly. Competitive compensation levels serve to attract and
retain individuals of outstanding ability and motivate such individuals to
sustain high levels of personal performance. This best ensures that the
Corporation's "Peace Dividend" strategy for addressing the rapidly changing
business environment in which the Corporation operates will be well executed
and that shareholder value will be maximized over the long term. The type and
amount of compensation granted is entirely based upon the subjective judgment
of the Committee; nevertheless, in the exercise of its discretion the Committee
considers a number of objective criteria which are discussed below in the
context of the components of compensation to which they apply. It is an
objective of the Committee to place a substantial portion of executive
compensation at risk based upon the executive's performance and that of the
Corporation.
COMPENSATION STRUCTURE AND AWARDS FOR 1993
The key elements of the Corporation's compensation structure are:
- - Annual Compensation - consisting of base salary and bonus (incentive
compensation).
- - Long-Term Compensation - consisting of stock options, restricted stock
awards, and performance units.
Annual Compensation - Base Salary. In setting base salaries for 1993, the
Committee analyzed independent survey data with respect to the salaries paid by
17 high-technology corporations as well as national surveys of compensation
levels. The Committee also considered the advice of independent compensation
advisors. The 17- company comparison group included the majority of the
companies included in the "Peer Issuers Index" set forth on page 15 of this
Proxy Statement as well as companies outside of this group. The additional
companies were included because the Corporation's market for executive talent
extends beyond those companies included in the index. All of the companies
included in the survey have aerospace/defense operations. In 1993, the
Committee maintained executive base salary levels at or above the average of
the surveyed companies. Mr. Augustine was granted an increase in base salary
of 7.8 percent between 1992 and 1993. This increase placed his base salary at
3 percent above the average of the 17-company survey. In 1993, the Committee's
determinations regarding Mr. Augustine's base salary and the other awards
described in this report were based on what it views as his unequaled stature
within the aerospace/high-technology community and his seniority in position as
compared with his industry peers. His foresight in anticipating the current
defense downsizing and leading the formulation of an effective management
response -- most notably through the historic combination in 1993 of Martin
Marietta Corporation with the aerospace businesses of the General Electric
Company (GE) -- has strengthened the Corporation and significantly increased
shareholder value. These contributions are recognized and rewarded in Mr.
Augustine's 1993 compensation.
Annual Compensation - Bonus. To induce achievement of the near-term
performance objectives of the Corporation, a portion of annual compensation
takes the form of incentive compensation. In 1993, under the Corporation's
Executive Incentive Plan, the maximum amount that an executive could receive
was based upon a percentage (not to exceed 70 percent) of that executive's base
salary. All of the executive officers, except Mr. Augustine and Mr. Young,
participate in the plan.
The amount actually awarded to each participant in the plan is based upon
consideration of the achievement of targeted objectives including standard
measures of financial performance such as orders, sales, earnings, earnings per
share, return on equity, cash generation, and backlog. These objectives are
established at the beginning of each plan year and are based upon the
Corporation's Long Range Operating Plan. For executives with direct
operational responsibility, 75 percent of this determination is made with
respect to the results achieved by the relevant operations and 25 percent
relates to the results achieved by the Corporation as a whole. For executives
in corporate staff positions, the consideration is of overall corporate
performance. The Committee retains complete discretion in performing these
reviews. Consequently, no particular weighting of criteria is required or
performed.
12
<PAGE> 18
Following review of the achievements of the Corporation and its operating
units as compared to the targets set, a comparative review of the individual
contributions of all participants towards achieving these goals is conducted.
The Committee also considers qualitative measures of performance such as
adherence to and implementation of the Corporation's policy on ethics and
standards of conduct, customer satisfaction, and product quality. In
performing these evaluations, the Committee considers the recommendations of
the Chief Executive Officer.
With respect to the annual incentive compensation awarded to Messrs. Young
and Augustine, the Committee likewise retains complete discretion as to the
amount of any such award. In exercising its discretion, the Committee
considers generally the awards granted to the other executives as well as the
same types of factors noted above. Mr. Augustine's annual bonus for 1993 was
$800,000, in recognition of the critical leadership he provided to the
Corporation in 1993, most notably evident in leading the consummation of the GE
transaction which essentially resulted in a doubling in size of the
Corporation.
In making the awards to Messrs. Augustine and Young and in determining the
awards made to executive officers as a group, the Committee noted, among other
things, that as a result of Martin Marietta's performance and the combination
of the Corporation's business with the aerospace businesses of GE, Martin
Marietta's sales reached a record $9.4 billion, earnings in 1993 before the
effect of accounting changes increased to a new high of $450.3 million,
earnings per share before the effect of accounting changes increased to a
record $3.80, return on equity was 19 percent, and backlog reached $16.7
billion, the highest in the Corporation's history. These figures all exceed
the long-range goals established following the Corporation's combination with
the aerospace businesses of GE.
Long-Term Compensation - Stock Options. Stock options awarded under the
Corporation's Amended Omnibus Securities Award Plan link the compensation
provided to executive officers and a group of approximately 450 key personnel
with gains realized by the stockholders. The vesting periods1 associated with
stock options encourage continued employment with the Corporation while also
serving to confer on recipients an ownership interest in the Corporation.
The number of options granted to an individual is based upon survey data
provided by compensation consultants. These data show the value of option
awards as a multiple of base pay for comparable executive positions in other
high-technology corporations. The corporations surveyed are the same as those
surveyed in conjunction with setting base salaries. To avoid peaks and valleys
which occur in such awards due to variations in the performance of the
companies surveyed, a five- year running average is maintained and serves as a
guideline for determining the range of awards to be made. In making 1993 Stock
Option Award decisions, the Committee elected to provide option awards, as a
multiple of base salary, near the average for awards made by firms in our
comparison group. The Committee selected an award for the Chief Executive
Officer that was slightly above the average because of his job tenure and
performance. The determination of the number of options awarded is in the
complete discretion of the Committee. In exercising its discretion, the
Committee generally follows the same procedures as it does in determining the
amount of incentive compensation awards.
Since long-term awards vest over time, the Corporation grants new awards to
provide continuing incentives for future performance without regard to the
number of options currently held by the recipient. Options awarded are not
transferable, have an exercise price equal to the market price of the
Corporation's Common Stock on the date of grant, and therefore, have no value
to the recipient unless the price of the Common Stock increases. The Committee
awarded Mr. Augustine 100,000 options in 1993.
Long-Term Compensation - Restricted Stock Awards. Restricted stock has been
awarded on an infrequent basis to a limited number of executives. The size,
timing, and terms of restricted stock awards are in the discretion of the
Committee. These awards encourage selected executives to remain with the
Corporation and to take long- term perspectives. Restricted stock awards also
serve to confer upon the recipient an ownership interest in the Corporation.
The Committee made awards of restricted stock2 in 1993 to encourage continuity
of management through the process of consolidating the operations of Martin
- --------------------
1 The 1993 award agreements provide that each grant is divided into
three approximately equal increments of 100 share increments. The first
increment vests and becomes exercisable one year following the date of
grant and each succeeding increment vests and becomes exercisable one
year following the date the prior increment became exercisable. To the
extent the increments are not equal in number, the larger increment(s)
become exercisable in the last or second and last years. After the
privilege to exercise increments accrues, the options included in that
increment may, except under certain circumstances described in the plan or as
may be restricted by law, be exercised at any time prior to the expiration of
ten (10) years from the date of grant. Vesting may be accelerated under
certain circumstances.
2 The 1993 award agreements provide that each grant is divided into two
equal categories as to which the restricted periods lapse on April 21, 1996
and on April 21, 1998 respectively. The lapse of restrictions may be
accelerated under certain circumstances.
13
<PAGE> 19
Marietta and the former GE Aerospace. The Committee elected to award Mr.
Augustine 32,000 shares of restricted stock in 1993 as a reward for his
outstanding performance and as an added incentive to assure continuity of
leadership during this critical period for the Corporation.
Long-Term Compensation - Performance Units. Performance units reward
executives based on the long-term financial performance of the Corporation and
are awarded in the belief that consistent, long-term growth in earnings per
share and dividends will provide consistent, long-term growth in shareholder
value. Vested units3 will be exchanged for a cash amount calculated under a
formula that requires that a base amount be subtracted from earnings per share
for the year that the units vest and the resulting difference be multiplied by
a factor. The resulting value is then multiplied by the number of units held
to establish the cash payout. The base amount and the multiplier are
established by the Committee at the time of grant and are based upon such
factors as the projected three-year growth in the Corporation's earnings per
share and total stockholders' return. Units have no cash value to recipients
at the time of grant as the factors are selected so that a payout will occur
only if earnings per share increase at a rate exceeding a specified minimum
over the three-year period. In the opinion of the Committee, identifying the
specific derivation of the base amount and multiplier to allow assessment of
the potential future value of the units would reveal confidential business
information. Units are awarded to individuals at the complete discretion of
the Committee in amounts the Committee believes are consistent with the
individual's base salary, job responsibilities, and sustained performance. In
1993, Mr. Augustine was awarded 100,000 units.
RELATIONSHIP OF AWARDS TO CORPORATE PERFORMANCE
It is the Committee's policy that compensation packages should reflect the
performance of the Corporation. The value, if any, of the options and
performance units awarded and the ultimate value of restricted stock awarded is
dependent upon the performance of the Corporation. Further, as noted above, in
exercising its discretion in determining the type and amount of award made, the
Committee considers many factors related to the Corporation's performance.
While objective criteria are considered, the Committee prefers a fundamentally
subjective process. Therefore, there is no formula that results in a direct or
quantifiable correlation between performance and compensation awards.
In addition to its cognizance of the specific performance-related criteria
set forth above (particularly in the discussion of incentive compensation),
which influenced the Committee's exercise of discretion with respect to all
awards made to executive officers and to the Chief Executive Officer, the
Committee particularly notes its belief that the Corporation's executive
officers have consistently performed at outstanding levels and that these
individuals and particularly the Corporation's Chief Executive Officer, Mr.
Augustine, are considered to be leaders in the aerospace/high-technology
industry. The respect afforded Mr. Augustine has been invaluable to the
Corporation as it seeks to prosper in an industry that is undergoing more
fundamental change than at any other time in American history and accordingly
faces challenges larger than any previously addressed. The Committee believes
that these factors are reflected in the Performance Graph set forth on page 15
of this Proxy Statement which shows that the Corporation currently is
outperforming the Standard & Poor's 500 as well as those companies that the
Corporation considers peers.
COMMITTEE POLICY WITH RESPECT TO DEDUCTIBILITY OF COMPENSATION
Historically, in establishing their yearly tax liability, corporations have
been able to deduct compensation paid to their employees. As the result of
recent changes in the tax laws, beginning on January 1, 1994 publicly-held
corporations will generally be unable to deduct compensation paid to any named
executive in excess of $1 million unless certain tests are met. Uncertainties
still exist concerning the application of the new law, but the Committee has
concluded that certain of the types of compensation awarded by the Corporation
in 1993 do not meet these tests.
The compensation of the Corporation's named executives for 1994 has not been
determined as of the date of this report; however, based upon reasonable
estimates of the range of compensation that might be paid to the named
executives, it is likely that the Corporation would be denied a deduction in
1994 only with respect to Messrs. Augustine's and Young's compensation and
only with respect to a portion thereof. The increased tax liability that would
result is, in the opinion of the Committee, of insufficient magnitude to
warrant any alteration to the present compensation system which is achieving
the compensation objectives of the Committee discussed above and which retains
the flexibility of the Compensation Committee to exercise judgment in assessing
an executive's performance. Therefore, it is not the present intent of the
Committee to make any change in compensation policy for 1994 based upon the new
tax law. The
- --------------------
3 The 1993 award agreements provide that, except under certain
circumstances, all performance units will be redeemed in early 1996 as soon as
practicable following the Corporation's announcement of annual net earnings
per share for the preceding fiscal year.
14
<PAGE> 20
Committee will periodically reconsider the issue just as compensation policies
generally are periodically evaluated.
/s/ Allen E. Murray /s/ Edward L. Hennessy, Jr.
- ---------------------- ----------------------------
Allen E. Murray Edward L. Hennessy, Jr.
/s/ Lamar Alexander /s/ Caleb B. Hurtt
- ---------------------- ----------------------------
Lamar Alexander Caleb B. Hurtt
/s/ A. James Clark /s/ Eugene F. Murphy
- ---------------------- ----------------------------
A. James Clark Eugene F. Murphy
/s/ James L. Everett, III
- --------------------------
James L. Everett, III
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER
PARTICIPATION IN COMPENSATION DECISIONS
The following non-employee directors served on the Compensation Committee
during fiscal year 1993: Messrs. Murray (Chairman), Alexander, Clark, Everett,
Hennessy, Hurtt, and Murphy. Mr. Hurtt is a former employee of the Corporation
and served as its President and Chief Operating Officer from 1987 until his
retirement in 1990.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN(1)
MARTIN MARIETTA CORPORATION, S&P 500 AND PEER ISSUERS INDICES(2)
<TABLE>
<CAPTION>
Years MARTIN MARIETTA S&P 500 PEER ISSUERS INDEX
- ----- ------------------------------------------------------------
(Dollars)
<S> <C> <C> <C>
1988 100 100 100
1989 112 132 96
1990 115 127 90
1991 160 166 128
1992 192 179 154
1993 251 197 213
</TABLE>
(1) Assumes that the investment in Martin Marietta Common Stock and each index
was $100 on December 31, 1988 with quarterly reinvestment of dividends.
(2) The Peer Issuers Index is a market weighted index constructed by the
Corporation and comprised of: E-Systems, Inc., General Dynamics
Corporation, Grumman Corporation, Lockheed Corporation, Loral Corporation,
Martin Marietta Corporation, McDonnell Douglas Corporation, Northrop
Corporation, and Raytheon Company. These companies were selected by
management as constituting the major participants in the aerospace/defense
industry whose sales to the U.S. Government represent the predominant
portion of their business.
15
<PAGE> 21
The Corporation has two additional plans which cover executives who occupy
key positions: the Deferred Compensation and Estate Supplement Plan and the
Post- Retirement Death Benefit Plan for Senior Executives. These Plans are
designed to provide an improved means of attracting and retaining key
executives until retirement and to encourage voluntary retirement of key
executives no later than age 65, thus allowing an orderly management succession
and enhancing advancement opportunities within the Corporation. Eligible key
employees who retire after the age of 65 are subject to a loss of benefits
under these Plans unless a continuation of employment is specifically requested
by the Board of Directors.
Senior executives who occupy certain positions and are approved by the Board
are eligible to participate in the Deferred Compensation and Estate Supplement
Plan. Benefits are measured from the time an executive is approved for
participation in the Plan until retirement. Maximum benefits, which are
subject to adjustment in 1994 and 1995, currently range from $30,000 to
$105,000 per year. Benefit levels depend on the position of the executive who
is a participant in the Plan, and benefits are payable over a period of ten
years. The level of benefits for a particular position is at the discretion of
the Board of Directors. Participants are eligible for reduced benefits
following early retirement or retirement with less than ten years of service.
During the period 1991 through 1993, the Corporation accrued $472,500 for Mr.
Augustine, $202,500 for Mr. Bennett, $1,828,608 for all eligible current
executive officers as a group, and $922,500 for all other eligible executives.
The Post-Retirement Death Benefit Plan is a life insurance program for
senior executives who hold positions approved for participation by the Board of
Directors. The Plan provides life insurance coverage commencing immediately
upon retirement in amounts ranging from 15 percent to 150 percent of final
annual salary, depending upon the age of the participant at retirement. The
Plan is funded by the Corporation. Benefits are grossed up for income tax
purposes. The Corporation may fund some or all of its obligation with life
insurance contracts.
The Martin Marietta Corporation Performance Sharing Plan ("Performance
Plan") generally covers all full-time salaried employees of the Corporation
with the exception of those employees working at facilities operated by the
Corporation for the Department of Energy. The Performance Plan permits
eligible employees to make regular savings through systematic payroll
deductions. For the year ended December 31, 1993, participants could
contribute up to 17 percent of their current base salary up to the limitation
imposed by the Internal Revenue Code and direct the investment of such
contributions into an Indexed Equity Fund, a Fixed Income Fund, a fund
consisting of the Corporation's Common Stock, an Intermediate-Term Investment
Grade Bond Fund, and a Long-Term Investment Grade Bond Fund. Executive
officers of the Corporation are limited to the Indexed Equity Fund, the Fixed
Income Fund, the Intermediate-Term Investment Grade Bond Fund, and the
Long-Term Investment Grade Bond Fund. In addition, the Corporation makes a
matching contribution to the participant's account calculated according to a
formula based upon the participant's contributions and the Corporation's
performance results during the previous year. The Corporation's contribution
has ranged from a minimum 25 percent to a maximum of 100 percent of up to 7
percent of the participant's compensation contributed to the Performance Plan
based upon a return on average stockholders' equity for the year compared with
the average of the three prior years. In 1993, the Corporation began making
monthly contributions of up to the first 7 percent of the compensation
contributed by the participant. Beginning in 1994, the matching contribution
will be set at 50 percent of up to the first 7 percent of compensation
contributed by the participant. Performance Plan contributions are 100 percent
vested.
Full distributions under the Performance Plan are generally made upon the
termination, layoff, retirement, disability or death of the participant. From
1989 through 1992, and for a portion of 1993, matching contributions were
automatically made in Martin Marietta Corporation Common Stock.
Set forth below is a pension plan table which shows the estimated annual
benefits payable upon retirement for specified earnings and years of service
under the Martin Marietta Retirement Income Plan for Salaried Employees
("Plan"), which is the basic plan covering the named executive officers of the
Corporation on a non-contributing basis.
16
<PAGE> 22
PENSION PLAN TABLE
<TABLE>
<CAPTION>
Years of Service
Final --------------------------------------------------
Average
Earnings 15(1) 20(2) 25(2) 30(2) 40(2)
- --------
<S> <C> <C> <C> <C> <C>
$ 100,000 $ 21,354 $ 41,994 $ 47,243 $ 52,492 $ 58,086
150,000 32,604 63,994 71,993 79,992 88,336
200,000 43,854 85,994 96,743 107,492 118,586
300,000 66,354 129,994 146,243 162,492 179,086
400,000 88,854 173,994 195,743 217,492 239,586
500,000 111,354 217,994 245,243 272,492 300,086
600,000 133,854 261,994 294,743 327,492 360,586
700,000 156,354 305,994 344,243 382,492 421,086
800,000 178,854 349,994 393,743 437,492 481,586
900,000 201,354 393,994 443,243 492,492 542,086
1,000,000 223,854 437,994 492,743 547,492 602,586
1,200,000 268,854 525,994 591,743 657,492 632,836
1,400,000 313,854 613,994 690,743 767,492 738,711
1,600,000 358,854 701,994 789,743 877,492 844,586
1,800,000 403,854 789,994 888,743 987,492 950,461
2,000,000 448,854 877,994 987,743 1,097,492 1,056,336
</TABLE>
(1) Calculated under the Post-ERISA formula.
(2) Calculated under the Pre-ERISA formula.
Compensation covered by the Plan generally includes, but is not limited to,
base salary, bonuses (executive incentive compensation awards), and overtime.
The normal retirement age under the Plan is 65; however, unreduced early
retirement benefits are available at age 62 and reduced benefits are available
as early as age 55. The calculation of retirement benefits under the Plan is
generally based upon an annual accrual rate, average compensation for the
highest five years of the ten years preceding retirement, and the number of
years of service. Maximum benefits payable under this Plan are subject to the
current Internal Revenue Code limitations. The amounts listed in this table
are not subject to any deduction for Social Security benefits or other offset
amounts.
When the Plan was amended to comply with the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), a modified version of the existing
benefit accrual formula was preserved for certain employees who were
participants in the Plan prior to October 1, 1975 ("Pre-ERISA Formula").
Employees who became participants after that date accrue benefits under a
different formula ("Post-ERISA Formula"). In January 1991, the Plan was
amended to provide that future accruals for all highly compensated employees
would be based on the Post-ERISA Formula. If as a result of the amendment, an
employee receives less from the Plan than would have been otherwise received
under the Pre-ERISA Formula, the Corporation intends to make up the difference
out of general corporate assets.
As of December 31, 1993, the estimated annual benefits payable upon
retirement at age 65 for the individuals named in the compensation table, based
on continued employment at current compensation, are as follows: Mr.
Augustine, $778,174; Mr. Young, $465,940; Mr. Teets, $424,704; Mr. Bennett,
$390,887; Mr. Menaker, $292,355. These amounts include benefits payable under
the Corporation's Supplemental Excess Retirement Plan. In addition to the
amounts above, the following benefits under the Deferred Compensation and
Estate Supplement Plan will be payable annually for the first ten years
following retirement: Mr. Augustine, $140,000; Mr. Young, $120,000; Mr. Teets,
$100,000; Mr. Bennett, $100,000; Mr. Menaker, $60,000. The years of credited
service as of December 31, 1993, for Messrs. Augustine, Young, Teets, Bennett,
and Menaker were 17 years, 11.8 years, 31.1 years, 35 years, and 22.6 years,
respectively.
Sections 401(a)(17) and 415(d) of the Internal Revenue Code of 1986, as
amended, limit the annual benefits which may be paid under the Plan. As
permitted by ERISA, the Corporation maintains the Supplemental Excess
Retirement Plan which provides for the payment of benefits in excess of those
limits and payment of amounts equalizing the differences in the accrual method
for those certain employees who were not participants in the Plan prior to
October 1, 1975.
The Corporation has entered into employment agreements with certain of its
officers, including the named executive officers, in order to provide
continuity of management in the event of a change of control. These agreements
are between the officer and Martin Marietta Technologies, Inc.
("Technologies"), a
17
<PAGE> 23
wholly owned subsidiary of the Corporation. Generally, they provide that, for
a period of two years following a change of control, if the officer is
arbitrarily terminated or has elected to terminate employment under certain
circumstances related to a change of control, he is to receive a one-time,
lump-sum payment, equal to three times the executive's base salary amount, less
$1.00 at the time of termination in addition to all other amounts owed to the
officer by Technologies. Generally, a change of control is deemed to have
occurred, if and when, with or without the approval of Technologies' Board of
Directors, (i) more than 25 percent of Technologies' outstanding voting
securities are acquired by any person other than a person which includes the
officer or (ii) as a result of a tender offer, merger, consolidation, sale of
assets or contested election, or any combination of such transactions, the
persons who were directors of Technologies immediately before the transaction
cease to constitute a majority of Technologies' Board of Directors.
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors recommends that the stockholders ratify the
appointment of Ernst & Young, independent auditors, to audit the consolidated
financial statements of the Corporation for the fiscal year 1994. The
ratification of the appointment of Ernst & Young is being submitted to the
stockholders because management believes this to be good corporate practice.
Should the stockholders fail to ratify this appointment, the Board of Directors
will review the matter. Representatives of Ernst & Young are expected to
attend the Annual Meeting of Stockholders of the Corporation, will have the
opportunity to make a statement if they so desire, and will be available to
respond to appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION
OF THE APPOINTMENT OF ERNST & YOUNG.
STOCKHOLDER PROPOSALS
STOCKHOLDER PROPOSAL NO. 1
Mr. Lonnie L. Clemmons, P. O. Box 502, 526 Seal Avenue, Piketon, Ohio 45661,
who has stated that he is the owner of 92 shares of Common Stock of the
Corporation, has notified Martin Marietta that he intends to present the
following proposal at this year's meeting:
"BE IT RESOLVED: That the stockholders of Martin Marietta Corporation (the
"Company") request that the Board of Directors adopt, declare advisable and
submit for consideration by the stockholders a resolution amending Section 5
of Article VII of the Charter of the Company to read in its entirety as
follows:
"Section 5. Except as otherwise provided by law or the Charter, a majority
of all the votes cast at a meeting of stockholders at which a quorum is
present is sufficient to approve any matter which properly comes before the
meeting.
"and, if such amendment is approved by the stockholders, that the Board of
Directors amend Section 1.07 of the By-Laws of the Company accordingly."
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THIS
PROPOSAL FOR THE FOLLOWING REASONS:
The proponent of this resolution, a member of a labor union which has been
in a dispute with the Corporation since 1991, seeks to change the Corporation's
voting requirements which currently protect all stockholders. The proposal
would enable a minority position, conceivably as low as 25 percent of
outstanding shares, to effect changes that could be contrary to the best
interests of a majority of the Corporation's stockholders.
The Corporation's voting requirements have been in place since 1961 and
apply to both management and stockholder proposals alike. Their purpose is to
ensure the involvement of more stockholders in the proposal consideration and
approval process. This guarantees success on any management or stockholder
proposal only with the backing of an absolute majority of the votes entitled to
be cast by all of the stockholders. The integrity of the voting process and
the assurance that full consideration can be given to all matters coming before
the stockholders are preserved.
ACCORDINGLY, THE BOARD OF DIRECTORS RECOMMENDS A
VOTE AGAINST THIS STOCKHOLDER PROPOSAL.
18
<PAGE> 24
THE STOCKHOLDER'S SUPPORTING STATEMENT:
"This proposal is submitted in order to urge the Board to permit the
shareholders of the Company to take actions in the manner ordinarily
contemplated by applicable law. (Under Maryland corporation law, stockholders
cannot approve Charter amendments without prior Board approval.) Under
Maryland corporation law, unless the charter of a corporation provides
otherwise, a majority of all the votes cast at a meeting of stockholders at
which a quorum is present is sufficient to approve any matter which properly
comes before the meeting. However, the Charter and By-Laws of the Company
currently provide that any action to be taken or authorized by vote of the
stockholders is effective and valid only if taken or authorized by the
affirmative vote of a majority of the total number of shares outstanding and
entitled to vote at a meeting.
"The Company's current method of counting votes has the effect of
frustrating the ability of shareholders to take action. It also leads to
anomalous results. For example, at last year's annual meeting, the holders of
16,965,143 shares, or approximately 51% of the votes cast, voted in favor of a
stockholder proposal to eliminate the staggered election of directors. The
holders of 16,388,823 shares voted against the proposal. The proposal would
have passed if approval required a majority of votes cast, but it failed to
carry under the Company's method of counting votes. The proposal was defeated
although it received support of a majority of the shares voted. Imagine if
removal of elected officials in the public sector required a majority of all
eligible voters rather than a majority of those actually voting! Such a rule
would effectively entrench incumbents forever by creating insurmountable
hurdles to removing them.
"I believe that the Company's current method of counting votes is designed
to, and has the effect of, inhibiting shareholder action, and that it should be
changed.
"I urge the stockholders to vote for this proposal in order to establish
clarity and fairness in the way that stockholder votes are counted."
-----------------------
STOCKHOLDER PROPOSAL NO. 2
Mr. Steven P. Lambright, 7544 Pemlinger Road, Crestline, Ohio 44827, who has
stated that he is the owner of 50 shares of Common Stock of the Corporation,
has notified Martin Marietta that he intends to present the following proposal
at this year's meeting:
"WHEREAS WE BELIEVE:
"The responsible implementation of sound environmental policy increases
long- term shareholder value by increasing efficiency, decreasing clean-up
costs, reducing litigation, and enhancing public image and product
attractiveness;
"Adherence to public standards for environmental performance gives a
company greater public credibility than is achieved by following standards
created by industry for itself. In order to be publicly credible and
useful, such standards must be created independently of industry and reflect
what investors and other stakeholders want to know about the environmental
records of their companies;
"Standardized environmental reports will provide shareholders with useful
information that allows comparisons of performance against uniform standards
and comparisons of progress over time. Companies can also attract new
capital from investors seeking investments that are environmentally
responsible, responsive, progressive, and that minimize the risk of
environmental liability.
"AND WHEREAS:
"The Coalition for Environmentally Responsible Economies (CERES), which
comprises large institutional investors with $150 billion in stockholdings,
public interest representatives, and environmental experts, after consulting
with dozens of corporations, has produced comprehensive public standards for
both environmental performance and reporting. Hundreds of companies have
been invited to support these "CERES Principles" (originally issued in 1989
as the "Valdez Principles" and revised in 1992), as a sign of their
commitment to environmental excellence.
"In endorsing the CERES Principles, a company commits to work toward:
19
<PAGE> 25
<TABLE>
<S> <C>
1. Protection of the biosphere 6. Safe products and services
2. Sustainable use of natural resources 7. Environmental restoration
3. Waste reduction & disposal 8. Informing the public
4. Energy conservation 9. Management commitment
5. Risk reduction 10. Audits and reports
</TABLE>
"Management has received the complete text of the CERES Principles and the
accompanying CERES Report Form (available from CERES, 711 Atlantic Avenue,
Boston, MA 02110, tel.: 617/451-0927), and has officially been asked to
endorse them.
"RESOLVED: Shareholders request Martin Marietta to endorse the CERES
Principles for corporate environmental accountability."
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THIS
PROPOSAL FOR THE FOLLOWING REASONS:
Martin Marietta is committed to protection of the environment and to sound
stewardship of our natural resources. The Corporation has adopted a policy and
implemented an environmental management structure that guides the actions of
its employees in achieving these objectives. The Corporation not only must
address the federal, state and local statutory and administrative environmental
obligations that apply to the varied and complex businesses in which it is
engaged, but also must comply with the very substantial operating and
reporting requirements imposed by many jurisdictions.
The Coalition for Environmentally Responsible Economies Principles would
impose an additional reporting requirement on the Corporation which is not
imposed by law and would be costly to implement. It is not cost effective or
in the best interests of the stockholders to impose additional reporting
requirements or, as the Principles state: "participate in elaborating publicly
acceptable environmental performance and reporting standards." The Board of
Directors also objects to having to pay a $10,000 fee for "analysis and
processing of the Report" by an organization which is largely self-appointed.
The Board of Directors believes that the interest of Martin Marietta's
stockholders is best served by focusing the Corporation's efforts on achieving
and maintaining environmental compliance with those laws and regulations
promulgated by government entities, as well as continuing the Corporation's
important programs for reducing the use, generation and release of toxic and
ozone depleting chemicals.
Martin Marietta is proud of its many accomplishments in dealing with
environmental concerns, which include:
- Since 1987, greater than 89 percent reduction in the generation of
hazardous wastes, with a 1995 goal of 92 percent reduction, and
greater than 82 percent reduction in all toxic chemical releases,
with a 90 percent reduction goal for 1995.
- Since 1988, greater than 76 percent reduction of ozone depleting
chemical releases, with 100 percent reduction goal for 1995.
These waste minimization accomplishments were entirely voluntary. In
addition, since 1987, the Corporation has voluntarily reduced by 95 percent the
number of underground storage tanks at its owned operating facilities. Another
program has reduced the number of PCB contaminated electrical transformers at
Martin Marietta owned facilities by 99 percent.
Martin Marietta joined and in fact is a charter member of the Environmental
Protection Agency's (EPA) 33/50 program which targeted the voluntary reduction
(33 percent by 1992 and 50 percent by 1995) of seventeen (17) toxic chemicals.
At its owned operating facilities, Martin Marietta has voluntarily reduced the
release of these targeted chemicals by 86 percent, or 36 percentage points
above the 1995 goal. In addition, the Corporation has committed to the EPA's
voluntary energy program, Green Lights, which focuses on using energy efficient
lighting to prevent pollution from the nation's power generating facilities.
Stockholders desiring additional information concerning the effect of
environmental regulation on the Corporation including litigation relating
thereto, may refer to "Environmental Regulation" on pages 18 through 21 and
"Legal Proceedings" on pages 26 through 30 of the Corporation's Annual Report
on Form 10-K for the fiscal year ended December 31, 1993. Information
regarding former GE Aerospace facilities will be added to the Corporation's
database of information when it becomes available in mid-1994.
20
<PAGE> 26
The Board of Directors believes that environmental compliance is an integral
part of sound management and responsible corporate citizenship. Abdication of
that responsibility to a private organization does not further either of these
goals.
ACCORDINGLY, THE BOARD OF DIRECTORS RECOMMENDS A
VOTE AGAINST THIS STOCKHOLDER PROPOSAL.
THE STOCKHOLDER'S SUPPORTING STATEMENT:
"Last year in its response to this proposal, the Board stated (among other
things) that "[e]nvironmental policy should remain within the purview of
legislators." However, the potential impact of environmental issues concerns
many investors who are now calling for commitments to public accountability.
We believe that responsibility for environmental policy should not reside
exclusively with legislators, but is best achieved by public standards that
have received scrutiny and input from corporate, environmental, investor, and
community sources. We also believe that a commitment to protection of the
environment requires more than implementation and review of policies adopted by
legislators.
"We invite the Company to endorse the CERES Principles by (1) stating its
endorsement in a letter signed by a senior officer; (2) committing to implement
the Principles; and (3) annually completing the CERES Report. Endorsement will
entail a fee for CERES' analysis and processing of the Report.
"Most importantly, endorsement will allow our Company to participate in
elaborating publicly acceptable environmental performance and reporting
standards. We invite all shareholders to encourage our Company to demonstrate
environmental leadership and account for its environmental impact. Please
support this resolution."
--------------------------
STOCKHOLDER PROPOSAL NO. 3
Mrs. Evelyn Y. Davis, Watergate Office Building, 2600 Virginia Avenue, N.W.,
Suite 215, Washington, D.C. 20037, the owner of 224 shares of Common Stock of
the Corporation has notified Martin Marietta that she intends to present the
following proposal at this year's meeting. Mr. Joseph S. Ing, 400 Swauger
Valley Road, Portsmouth, Ohio 45662, who has stated that he is the owner of 181
shares of Common Stock of the Corporation, submitted a substantially similar
proposal and, when informed of this, asked to withdraw his proposal and support
the following proposal:
"RESOLVED: That the shareholders of Martin Marietta recommend that the
Board of Directors take the necessary steps to reinstate the election
of directors ANNUALLY, instead of the stagger system which was
recently adopted."
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THIS
PROPOSAL FOR THE FOLLOWING REASONS:
Three-year terms of office in no way diminish the accountability of
directors. Further they are appropriate for Martin Marietta because the
Corporation's defense, aerospace, and technology businesses involve long-term
development projects which in turn, inherently require long-range strategic
planning, investment commitments, and oversight. The staggered board structure
fosters continuity which lends stability in the Corporation's management and
execution of extended-duration contracts, including those conducted on behalf
of government. Staggering the terms of office for directors also enables the
Board to carry out its fiduciary responsibility to represent all stockholders.
The classified board has been in place since it was approved by the
stockholders at the 1985 Annual Meeting. Currently, about half of the publicly
held Fortune 500 companies have classified boards.
This is the eighth consecutive year that this proposal has been submitted to
the Corporation's stockholders. For each of the prior seven years the
stockholders have rejected the proposal. Your Board of Directors continues to
believe that the classified board best serves the interests of Martin
Marietta's stockholders.
21
<PAGE> 27
ACCORDINGLY, THE BOARD OF DIRECTORS RECOMMENDS A
VOTE AGAINST THIS STOCKHOLDER PROPOSAL.
THE STOCKHOLDER'S SUPPORTING STATEMENT:
"REASONS: Until recently, directors of Martin Marietta were elected annually
by all shareholders.
"The great majority of New York Stock Exchange listed corporations elect all
their directors each year.
"This insures that ALL directors will be more accountable to ALL
shareholders each year and to a certain extent prevents the self-perpetuation
of the Board.
"Last year the owners of OVER FIFTY PERCENT (50.8% of shares voting), VOTED
FOR THIS PROPOSAL!!!!!!
"If you AGREE, please mark your proxy FOR this resolution."
----------------------
STOCKHOLDER PROPOSAL NO. 4
Mr. Edward Coryell, Fund Representative, United Brotherhood of Carpenters
and Joiners of America, 1803 Spring Garden Street, Philadelphia, PA 19130-3916,
on behalf of the Carpenters' Pension Fund of Philadelphia and Vicinity, the
holder of 5,200 shares of Common Stock, has notified Martin Marietta that he
intends to present the following proposal at this year's meeting:
"BE IT RESOLVED: That the shareholders of Martin Marietta Corporation
("Company") request the Board of Directors in the future refrain from
entering into agreements providing executive compensation contingent upon a
change in control of the company unless such agreements or arrangements are
specifically submitted to the shareholders for approval."
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THIS
PROPOSAL FOR THE FOLLOWING REASONS:
The Board believes that retaining the discretion to offer severance
agreements to its executive officers is an important means available to the
Board to attract and retain experienced and highly qualified executives. Past
experience has shown that severance agreements permit executives to remain
focused and objective during a critical situation and to act decisively to
protect the Corporation and stockholder value. For example, such agreements
act to deter efforts by executive headhunters who occasionally seek to raid the
executive talent pool of the Corporation during a period of crisis or
transition. Requiring stockholder approval of severance agreements would
weaken the Board's flexibility to respond in the competitive marketplace,
thereby depriving the Corporation and its stockholders of the leadership
necessary to ensure steady growth and maximize stockholder value over the long
term. The Corporation needs the discretion to offer severance agreements to
executive officers when management continuity is considered critical to the
Corporation's continued success.
ACCORDINGLY, THE BOARD OF DIRECTORS RECOMMENDS A
VOTE AGAINST THIS STOCKHOLDER PROPOSAL.
THE STOCKHOLDER'S SUPPORTING STATEMENT:
"The Company has contingency employment agreements ("Agreements") with
certain executive officers which provide special severance compensation
contingent upon a change in control of the Company. The Agreements, commonly
know as "golden parachutes", provide that if an officer resigns or is fired
under certain circumstances within two years after a change in control of the
Company, the Company "shall promptly pay the Executive a lump sum amount equal
to three (3) times the Executive's base amount....less one dollar ($1.00)" in
addition to other compensation such as retirement benefits, life and health
insurance benefits, stock ownership or stock options, disability benefits,
consulting fees, etc. The Agreement define a change in control of the Company
as occurring when an entity acquires 25% or more of the Company's common stock
or when a majority of the Board Members fail to win re-election.
22
<PAGE> 28
"These employment agreements with the "golden parachute" severance
provisions were adopted without consideration by the company's shareholders.
"If the Company were to become a target of a takeover, these golden
parachutes would introduce a personal consideration for managers that
potentially conflicts with their fiduciary responsibility to shareholders. We
believe this may cause managers to act in a manner that encourages a takeover,
regardless of whether it maximizes shareholder value.
"A study by the United Shareholders Association also shows why golden
parachute agreements should undergo shareholder review. The study of 1,000
major U.S. Corporations found that the average annualized two-year return was
20 percent higher for the 559 companies whose management did not hold golden
parachutes.
"We believe that the issue of whether the Company should, in the future,
provide management with golden parachutes is of such importance that
shareholders should approve this decision. We believe shareholders approval is
one of the best ways available to address potential conflicts of interest that
may arise between the board and top executives on one hand, and shareholders on
the other hand, when a change of control is threatened.
"Last year the owner of 14,185,167 shares, representing approximately 43.5%
of the shares voting, voted FOR this proposal.
"WE URGE YOU TO VOTE FOR THIS PROPOSAL."
-------------------------
STOCKHOLDER PROPOSAL NO. 5
Ms. Nina L. Dadosky, 1081 Colley Road, McDermott, Ohio 45652, who has stated
that she is the owner of 35 shares of Common Stock of the Corporation, has
notified Martin Marietta that she intends to present the following proposal at
this year's meeting:
"BE IT RESOLVED: That the stockholders of Martin Marietta Corporation (the
"Company") request that the Board of Directors adopt, declare advisable and
submit for consideration by the stockholders a resolution amending Section 3
of Article II of the Charter of the Company to read in its entirety as
follows:
"Section 3. Any director, any class of directors or the entire Board of
Directors may be removed from office as a director at any time, but only for
cause, by the affirmative vote at a duly called meeting of stockholders of a
majority of the votes which all holders of the then outstanding shares of
capital stock of the Corporation would be entitled to cast at an annual
election of directors, voting together as a single class.
"and, if such amendment is approved by the stockholders, that the Board of
Directors amend Section 2.05 of the By-Laws of the Company accordingly."
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THIS
PROPOSAL FOR THE FOLLOWING REASONS:
The proponent of this resolution, a member of a labor union which has been
in a dispute with the Corporation since 1991, incorrectly suggests that the
Corporation's charter provision concerning removal of a director is not
consistent with Maryland law. Actually, Maryland law permits an even higher
vote requirement (up to 100 percent) than the current requirement, which was
approved by the Corporation's stockholders in 1985.
Removal of a director by the stockholders is a serious matter. The Board
ensures the integrity of director selection by relying on an independent
Nominating Committee comprised entirely of outside directors. Likewise, the
Board must insure the integrity of the process to remove any director. The
Corporation's voting requirements discourage frivolous efforts to remove
directors and enhance the ability to attract highly prominent, talented and
experienced individuals to the Board.
ACCORDINGLY, THE BOARD OF DIRECTORS RECOMMENDS A
VOTE AGAINST THIS STOCKHOLDER PROPOSAL.
23
<PAGE> 29
THE STOCKHOLDER'S SUPPORTING STATEMENT:
"This proposal is submitted in order to urge the Board to permit the
shareholders of the Company to take actions in the manner ordinarily
contemplated by applicable law. (Under Maryland corporation law, stockholders
cannot approve Charter amendments without prior Board approval.) Under
Maryland corporation law, unless the charter of a corporation provides
otherwise, the stockholders of a corporation may remove any director, with or
without cause, by the affirmative vote of a majority of all the votes entitled
to be cast for the election of directors. However, the Charter and By-Laws of
the Company currently prevent removal of directors absent the affirmative vote
of 80% of the outstanding shares entitled to vote for directors.
"These anti-takeover provisions serve no purpose other than to entrench the
existing directors in office. Prohibiting shareholders from removing directors
without cause could be justified as necessary in order to attract qualified
directors. However, refusing to permit shareholders holding a majority of the
outstanding shares to remove directors for cause -- which often involves
reckless or willful misconduct such as a breach of a director's fiduciary duty
of loyalty -- is inappropriate. If there is cause to remove a director of the
Corporation, removal should not be unduly hindered by requiring super majority
approval by the stockholders.
"I urge the stockholders to vote for this proposal in order to promote
fairness in the requirements for removal of directors."
-----------------------
MISCELLANEOUS
Financial and other reports will be presented at the meeting, and minutes of
the previous Annual Meeting of Stockholders of the Corporation will be made
available for inspection by stockholders present at the meeting, but it is not
intended that any action will be taken in respect thereof.
The cost of soliciting proxies in the accompanying form has been or will be
paid by the Corporation. In addition to solicitation by mail, arrangements will
be made with brokerage houses and other custodians, nominees, and fiduciaries
to send proxy material to beneficial owners; and the Corporation will, upon
request, reimburse them for their reasonable expenses in so doing. The
Corporation has retained Morrow & Co., Inc. to aid in the solicitation of
proxies and to verify certain records related to the solicitation at a fee of
$20,000 plus expenses. To the extent necessary in order to ensure sufficient
representation at the meeting, the Corporation may request by telephone or
otherwise the return of proxies. The extent to which this will be necessary
depends entirely upon how promptly proxies are returned. Stockholders are
urged to return their proxies without delay.
At the time this Proxy Statement was filed with the Securities and Exchange
Commission, the Board of Directors was not aware that any matters not referred
to herein would be presented for action at the meeting. If any other matters
properly come before the meeting, it is intended that the shares represented by
proxies will be voted with respect thereto in accordance with the judgment of
the persons voting them. It is also intended that discretionary authority will
be exercised with respect to the vote on any matters incident to the conduct of
the meeting.
PROPOSALS BY STOCKHOLDERS INTENDED TO BE PRESENTED AT THE 1995 ANNUAL
MEETING OF STOCKHOLDERS OF THE CORPORATION MUST BE RECEIVED BY THE SECRETARY OF
THE CORPORATION NO LATER THAN NOVEMBER 18, 1994 IN ORDER TO BE INCLUDED IN THE
PROXY STATEMENT AND ON THE PROXY CARD THAT WILL BE SOLICITED BY THE BOARD OF
DIRECTORS IN CONNECTION WITH THAT MEETING. THE INCLUSION OF ANY PROPOSAL WILL
BE SUBJECT TO APPLICABLE RULES OF THE SECURITIES AND EXCHANGE COMMISSION. IN
ADDITION, THE BY-LAWS OF THE CORPORATION ESTABLISH AN ADVANCE NOTICE
REQUIREMENT FOR ANY PROPOSAL OF BUSINESS TO BE CONSIDERED AT AN ANNUAL MEETING
OF STOCKHOLDERS. WRITTEN NOTICE MUST BE DELIVERED TO THE SECRETARY OF THE
CORPORATION AT ITS PRINCIPAL EXECUTIVE OFFICE, 6801 ROCKLEDGE DRIVE, BETHESDA,
MARYLAND 20817, NOT LESS THAN 60 DAYS NOR MORE THAN 90 DAYS PRIOR TO THE FIRST
ANNIVERSARY OF THE PRECEDING YEAR'S ANNUAL MEETING AND MUST CONTAIN SPECIFIED
INFORMATION CONCERNING THE MATTER TO BE BROUGHT BEFORE SUCH MEETING AND
CONCERNING THE STOCKHOLDER PROPOSING SUCH A MATTER. ANY WAIVER BY THE
CORPORATION OF
24
<PAGE> 30
THESE REQUIREMENTS WITH RESPECT TO THE SUBMISSION OF A PARTICULAR STOCKHOLDER
PROPOSAL SHALL NOT CONSTITUTE A WAIVER WITH RESPECT TO THE SUBMISSION OF ANY
OTHER STOCKHOLDER PROPOSAL NOR SHALL IT OBLIGATE THE CORPORATION TO WAIVE THESE
REQUIREMENTS WITH RESPECT TO FUTURE SUBMISSIONS OF THE STOCKHOLDER PROPOSAL OR
ANY OTHER STOCKHOLDER PROPOSAL. ANY STOCKHOLDER DESIRING A COPY OF THE BY-LAWS
OF THE CORPORATION WILL BE FURNISHED ONE WITHOUT CHARGE UPON WRITTEN REQUEST TO
THE SECRETARY OF THE CORPORATION.
/s/ LILLIAN M. TRIPPETT
-------------------------
Lillian M. Trippett
Corporate Secretary and
Assistant General Counsel
March 21, 1994
UPON THE WRITTEN REQUEST OF ANY RECORD HOLDER OR BENEFICIAL OWNER OF COMMON
STOCK ENTITLED TO VOTE AT THE ANNUAL MEETING OF STOCKHOLDERS OF THE
CORPORATION, THE CORPORATION WILL PROVIDE WITHOUT CHARGE A COPY OF ITS ANNUAL
REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1993, FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. REQUESTS SHOULD BE MAILED TO WILLIAM D.
KEOUGH, INVESTOR RELATIONS DIRECTOR, MARTIN MARIETTA CORPORATION, 6801
ROCKLEDGE DRIVE, BETHESDA, MARYLAND 20817.
25
<PAGE> 31
Recycled
Paper
[LOGO]
<PAGE> 32
P
R
O
X
Y
MARTIN MARIETTA CORPORATION
PROXY SOLICITATION ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS
The undersigned hereby appoints Edward L. Hennessy, Jr., Gwendolyn S. King,
and John W. Vessey, Jr., and each of them, proxies of the undersigned,
with full power of substitution, to vote and act for the undersigned at
the Annual Meeting of Stockholders of the Corporation to be held at 10:30
a.m. on April 28, 1994, at The Ritz-Carlton Buckhead, 3434 Peachtree Road,
N.E., Atlanta, Georgia, and at any adjournment thereof, as indicated
herein on those matters described in the Proxy Statement and in accordance
with their discretion on such other matters as may properly come before
the meeting.
<TABLE>
<S> <C>
Election of Directors, Nominees: Comments: (Change of Address)
------------------------------------------------------
M.C. Bennett, A.J. Clark, E.I. Colodny, ------------------------------------------------------
J.L. Everett, III, and A.E. Murray
------------------------------------------------------
------------------------------------------------------
(If you have written in the above space, please mark the
corresponding box on the reverse side of this card)
</TABLE>
To vote in accordance with the Board of Directors' recommendations, please
sign and date the reverse side; no boxes need to be checked. /SEE REVERSE/
SIDE
Detach Here and Return Properly Executed Proxy Card in Enclosed Envelope
IMPORTANT
It is important that all of your shares be represented at the meeting,
regardless of the number of shares you hold. If you receive more than one
Proxy Card because your shares are registered in different names or addresses,
please sign and return each card so that all of your shares will be represented.
Whether or not you plan to attend, please sign, date, and return your Proxy
Card as soon as possible. A return envelope is provided for your convenience.
Please note that a ticket is required for admission to the meeting. If you
plan to attend and you are a stockholder as of the record date, please check
the appropriate box on your Proxy Card, and we will send a ticket to you. If,
however, your shares are held in the name of a broker or other nominee, please
bring with you a proxy or a letter from that firm confirming your ownership of
the shares as of the close of business on the record date (March 7, 1994).
[MARTIN MARIETTA LOGO]
<PAGE> 33
/ x / PLEASE MARK YOUR 1359
VOTES AS IN THIS
EXAMPLE.
THIS PROXY WHEN PROPERLY EXECUTED AND RETURNED WILL BE VOTED IN THE MANNER
DIRECTED HEREIN. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ITEMS
1 AND 2 AND AGAINST ITEMS 3, 4, 5, 6, AND 7.
<TABLE>
<Command>
DIRECTORS RECOMMEND A VOTE FOR ALL NOMINEES AND FOR ITEM 2
<S> <C>
FOR ALL WITHHELD FOR AGAINST ABSTAIN
1. Election of Directors. / / / / 2. Appointment of Auditors / / / / / /
(see reverse)
(For, except vote withheld from the following nominee(s)) The signer hereby revokes all previous proxies given by the signer
to vote at said meeting or any adjournments thereof.
- --------------------------------------------------------- DIRECTORS RECOMMEND A VOTE AGAINST ITEMS 3, 4, 5, 6, AND 7
FOR AGAINST ABSTAIN
3. Stockholder Proposal No. 1 / / / / / /
4. Stockholder Proposal No. 2 / / / / / /
5. Stockholder Proposal No. 3 / / / / / /
6. Stockholder Proposal No. 4 / / / / / /
7. Stockholder Proposal No. 5 / / / / / /
Change of / / I will / /
SIGNATURE(S) -------------------------------- DATE --------- Address/ attend
Comments on the
NOTE: Please sign exactly as name appears hereon. Joint owners reverse side meeting
should each sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full
title as such.
</TABLE>
DETACH HERE AND RETURN PROPERLY EXECUTED PROXY CARD IN ENCLOSED ENVELOPE
[MARTIN MARIETTA LOGO]
ANNUAL MEETING
OF
STOCKHOLDERS
THURSDAY, APRIL 28, 1994
10:30 A.M.
THE RITZ-CARLTON BUCKHEAD
3434 PEACHTREE ROAD, N.E.
ATLANTA, GEORGIA
AGENDA
. Election of five directors
. Ratification of the appointment of auditors
. Action on stockholder proposals, as described in the proxy
statement
. Operating reports by senior management
. Discussion
IF YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE MARK THE APPROPRIATE BOX ON
THE PROXY CARD ABOVE.
<PAGE> 34
CONFIDENTIAL VOTING INSTRUCTIONS
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
TO: BANKERS TRUST COMPANY AS TRUSTEE UNDER THE MARTIN MARIETTA CORPORATION
SAVINGS AND INVESTMENT PLAN FOR HOURLY EMPLOYEES
In accordance with the provisions of the Martin Marietta Corporation Savings
and Investment Plan for Hourly Employees (the "Plan"), you are instructed as
follows with respect to voting shares of Common Stock of Martin Marietta
Corporation which are credited to my account in the Plan listed above at the
Annual Meeting of Stockholders of the Corporation to be held on April 28, 1994,
and at any adjournment thereof, upon the following matters, as provided in the
Proxy Statement, and upon any other matters which may properly come before the
meeting.
- -------------------------------------------------------------------------------
(Please date, sign exactly as your name appears above, and return this form in
the enclosed envelope. Your shares will be voted according to your
instructions. If this form is not returned before April 26, 1994, or is
returned signed but with no voting instructions, any shares you hold in the
Plan will be voted in the same proportion as shares for which the Trustee
receives voting instructions, as provided by the Plan.)
<PAGE> 35
/X/ PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE.
- --------------------------------------------------------------------------------
DIRECTORS RECOMMEND A VOTE FOR ALL NOMINEES AND FOR ITEM 2.
- --------------------------------------------------------------------------------
1. Election of Directors - M.C. Bennett, A.J. Clark,
E.I. Colodny, J.L. Everett. III, A.E. Murray
/ / Vote for all / / Withhold from All
(except vote withheld from
the following nominee(s))
- ------------------------------------
For Against Abstain
2. Appointment of Auditors / / / / / /
- -------------------------------------------------------------------------------
DIRECTORS RECOMMMEND A VOTE AGAINST ITEMS 3, 4, 5, 6 AND 7.
- -------------------------------------------------------------------------------
For Against Abstain
3. Stockholder Proposal / / / / / /
No. 1
4. Stockholder Proposal / / / / / /
No. 2
5. Stockholder Proposal / / / / / /
No. 3
6. Stockholder Proposal / / / / / /
No. 4
7. Stockholder Proposal / / / / / /
No. 5
- --------------------------------------------------------------------------------
The signer hereby revokes all previous proxies given by the signer to vote at
said meeting or any adjournments thereof.
I will attend / /
the meeting.
SIGNATURE(S) DATE
--------------------------- ----------------------
<PAGE> 36
CONFIDENTIAL VOTING INSTRUCTIONS
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
TO: BANKERS TRUST COMPANY AS TRUSTEE UNDER THE MARTIN MARIETTA CORPORATION
PERFORMANCE SHARING PLAN
In accordance with the provisions of the Martin Marietta Corporation
Performance Sharing Plan (the "Plan"), you are instructed as
follows with respect to voting shares of Common Stock of Martin Marietta
Corporation which are credited to my account in the Plan listed above at the
Annual Meeting of Stockholders of the Corporation to be held on April 28, 1994,
and at any adjournment thereof, upon the following matters, as provided in the
Proxy Statement, and upon any other matters which may properly come before the
meeting.
- -------------------------------------------------------------------------------
(Please date, sign exactly as your name appears above, and return this form in
the enclosed envelope. Your shares will be voted according to your
instructions. If this form is not returned before April 26, 1994, or is
returned signed but with no voting instructions, any shares you hold in the
Plan will be voted in the same proportion as shares for which the Trustee
receives voting instructions, as provided by the Plan.)
<PAGE> 37
/X/ PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE.
- -------------------------------------------------------------------------------
DIRECTORS RECOMMEND A VOTE FOR ALL NOMINEES AND FOR ITEM 2.
- -------------------------------------------------------------------------------
1. Election of Directors - M.C. Bennett, A.J. Clark,
E.I. Colodny, J.L. Everett. III, A.E. Murray
/ / Vote for all / / Withhold from All
(except vote withheld from
the following nominee(s))
- -------------------------------------------------------------------------------
For Against Abstain
2. Appointment of Auditors / / / / / /
- -------------------------------------------------------------------------------
DIRECTORS RECOMMEND A VOTE AGAINST ITEMS 3, 4, 5, 6 AND 7.
- -------------------------------------------------------------------------------
For Against Abstain
3. Stockholder Proposal / / / / / /
No. 1
4. Stockholder Proposal / / / / / /
No. 2
5. Stockholder Proposal / / / / / /
No. 3
6. Stockholder Proposal / / / / / /
No. 4
7. Stockholder Proposal / / / / / /
No. 5
- -------------------------------------------------------------------------------
The signer hereby revokes all previous proxies given by the signer to vote at
said meeting or any adjournments thereof.
I will attend / /
the meeting.
SIGNATURES(S) DATE
--------------------------- ----------------------
<PAGE> 38
NO 2785-Salaried & Hourly 3/18/94 1:54 PM Page 1
X PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE.
This proxy when properly executed and returned will be voted in the manner
directed herein. If no direction is made, this proxy will be voted in the same
proportion as shares for which the Trustee receives voting instructions.
- --------------------------------------------------------------------------------
DIRECTORS RECOMMEND A VOTE FOR ITEMS 1 AND 2.
- --------------------------------------------------------------------------------
1. Election of Directors
M.C. Bennett, A.J. Clark, E.I. Colodny, WITHHOLD
J.L. Everett, III, A.E. Murray FOR ALL FROM ALL
(FOR except vote withheld from the following nominee(s)) / / / /
- ---------------------------------------------------------
FOR AGAINST ABSTAIN
2. Appointment of Auditors / / / / / /
- --------------------------------------------------------------------------------
DIRECTORS RECOMMEND A VOTE AGAINST ITEMS 3, 4, 5, 6, AND 7.
- --------------------------------------------------------------------------------
FOR AGAINST ABSTAIN
3. Stockholder Proposal No. 1 / / / / / /
4. Stockholder Proposal No. 2 / / / / / /
5. Stockholder Proposal No. 3 / / / / / /
6. Stockholder Proposal No. 4 / / / / / /
7. Stockholder Proposal No. 5 / / / / / /
- --------------------------------------------------------------------------------
Change of Address/Comments / / I will attend the meeting / /
Signature(s) Date
---------------------------------------- ---------------
(Please date, sign exactly as your name appears above, and return this form in
the enclosed envelope. Your shares will be voted according to your
instructions. If this form is not returned before April 26, 1994 or is returned
signed but with no voting instructions, any shares you hold in the Savings Plan
for Salaried and Hourly Employees will be voted in the same proportion as
shares for which the Trustee receives voting instructions, as provided by the
Plan.)
- --------------------------------------------------------------------------------
PROXY
CONFIDENTIAL VOTING INSTRUCTIONS
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
TO: CHEMICAL BANK AS TRUSTEE UNDER THE MARTIN MARIETTA ENERGY SYSTEMS, INC.
SAVINGS PLAN FOR SALARIED AND HOURLY EMPLOYEES
In accordance with the provisions of the Martin Marietta Energy Systems, Inc.
Savings Plan for Salaried and Hourly Employees (the "Plan"), you are instructed
as follows with respect to voting shares of Common Stock of Martin Marietta
Corporation (the "Corporation") which are credited to my account in the Plan
listed above at the Annual Meeting of Stockholders of the Corporation to be
held on April 28, 1994 and at any adjournment thereof as indicated herein on
those matters described in the Proxy Statement, and upon any other matters
which may properly come before the meeting.
COMMENTS: (CHANGE OF ADDRESS)
-----------------------------------------
-----------------------------------------
-----------------------------------------
-----------------------------------------
(If you have written in the above space,
please mark the corresponding box on the
reverse side of this card)
The signer hereby revokes all previous proxies
given by the signer to vote at said meeting or any
adjournments thereof. /SEE REVERSE SIDE/
<PAGE> 39
NO 2785-Salaried 3/18/94 1:53 PM Page 1
X PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE.
This proxy when properly executed and returned will be voted in the manner
directed herein. If no direction is made, this proxy will be voted in the same
proportion as shares for which the Trustee receives voting instructions.
- --------------------------------------------------------------------------------
DIRECTORS RECOMMEND A VOTE FOR ITEMS 1 AND 2.
- --------------------------------------------------------------------------------
1. Election of Directors
M.C. Bennett, A.J. Clark, E.I. Colodny, WITHHOLD
J.L. Everett, III, A.E. Murray FOR ALL FROM ALL
(FOR except vote withheld from the following nominee(s)) / / / /
- ---------------------------------------------------------
FOR AGAINST ABSTAIN
2. Appointment of Auditors / / / / / /
- --------------------------------------------------------------------------------
DIRECTORS RECOMMEND A VOTE AGAINST ITEMS 3, 4, 5, 6, AND 7.
- --------------------------------------------------------------------------------
FOR AGAINST ABSTAIN
3. Stockholder Proposal No. 1 / / / / / /
4. Stockholder Proposal No. 2 / / / / / /
5. Stockholder Proposal No. 3 / / / / / /
6. Stockholder Proposal No. 4 / / / / / /
7. Stockholder Proposal No. 5 / / / / / /
- --------------------------------------------------------------------------------
Change of Address/Comments / / I will attend the meeting / /
Signature(s) Date
---------------------------------------- ---------------
(Please date, sign exactly as your name appears above, and return this form in
the enclosed envelope. Your shares will be voted according to your
instructions. If this form is not returned before April 26, 1994 or is returned
signed but with no voting instructions, any shares you hold in the 401(k) Plan
for Salaried Employees will be voted in the same proportion as shares for
which the Trustee receives voting instructions, as provided by the Plan.)
- --------------------------------------------------------------------------------
PROXY
CONFIDENTIAL VOTING INSTRUCTIONS
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
TO: CHEMICAL BANK AS TRUSTEE UNDER THE MARTIN MARIETTA ENERGY SYSTEMS, INC.
401(K) SAVINGS PLAN FOR SALARIED EMPLOYEES
In accordance with the provisions of the Martin Marietta Energy Systems, Inc.
401 (k) Savings Plan for Salaried Employees (the "Plan"), you are instructed
as follows with respect to voting shares of Common Stock of Martin Marietta
Corporation (the "Corporation") which are credited to my account in the Plan
listed above at the Annual Meeting of Stockholders of the Corporation to be
held on April 28, 1994 and at any adjournment thereof as indicated herein on
those matters described in the Proxy Statement, and upon any other matters
which may properly come before the meeting.
COMMENTS: (CHANGE OF ADDRESS)
-----------------------------------------
-----------------------------------------
-----------------------------------------
-----------------------------------------
(If you have written in the above space,
please mark the corresponding box on the
reverse side of this card)
The signer hereby revokes all previous proxies
given by the signer to vote at said meeting or any
adjournments thereof. /SEE REVERSE SIDE/
<PAGE> 40
NO 2785-Hourly 3/18/94 1:55 PM Page 1
X PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE.
This proxy when properly executed and returned will be voted in the manner
directed herein. If no direction is made, this proxy will be voted in the same
proportion as shares for which the Trustee receives voting instructions.
- --------------------------------------------------------------------------------
DIRECTORS RECOMMEND A VOTE FOR ITEMS 1 AND 2.
- --------------------------------------------------------------------------------
1. Election of Directors
M.C. Bennett, A.J. Clark, E.I. Colodny, WITHHOLD
J.L. Everett, III, A.E. Murray FOR ALL FROM ALL
(FOR except vote withheld from the following nominee(s)) / / / /
- ---------------------------------------------------------
FOR AGAINST ABSTAIN
2. Appointment of Auditors / / / / / /
- --------------------------------------------------------------------------------
DIRECTORS RECOMMEND A VOTE AGAINST ITEMS 3, 4, 5, 6, AND 7.
- --------------------------------------------------------------------------------
FOR AGAINST ABSTAIN
3. Stockholder Proposal No. 1 / / / / / /
4. Stockholder Proposal No. 2 / / / / / /
5. Stockholder Proposal No. 3 / / / / / /
6. Stockholder Proposal No. 4 / / / / / /
7. Stockholder Proposal No. 5 / / / / / /
- --------------------------------------------------------------------------------
Change of Address/Comments / / I will attend the meeting / /
Signature(s) Date
---------------------------------------- ---------------
(Please date, sign exactly as your name appears above, and return this form in
the enclosed envelope. Your shares will be voted according to your
instructions. If this form is not returned before April 26, 1994 or is returned
signed but with no voting instructions, any shares you hold in the 401(k) Plan
for Hourly Employees will be voted in the same proportion as shares for which
the Trustee receives voting instructions, as provided by the Plan.)
- --------------------------------------------------------------------------------
PROXY
CONFIDENTIAL VOTING INSTRUCTIONS
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
TO: CHEMICAL BANK AS TRUSTEE UNDER THE MARTIN MARIETTA ENERGY SYSTEMS, INC.
401 (K) SAVINGS PLAN FOR HOURLY EMPLOYEES
In accordance with the provisions of the Martin Marietta Energy Systems, Inc.
401 (k) Savings Plan for Hourly Employees (the "Plan"), you are instructed
as follows with respect to voting shares of Common Stock of Martin Marietta
Corporation (the "Corporation") which are credited to my account in the Plan
listed above at the Annual Meeting of Stockholders of the Corporation to be
held on April 28, 1994 and at any adjournment thereof as indicated herein on
those matters described in the Proxy Statement, and upon any other matters
which may properly come before the meeting.
COMMENTS: (CHANGE OF ADDRESS)
-----------------------------------------
-----------------------------------------
-----------------------------------------
-----------------------------------------
(If you have written in the above space,
please mark the corresponding box on the
reverse side of this card)
The signer hereby revokes all previous proxies
given by the signer to vote at said meeting or any
adjournments thereof. /SEE REVERSE SIDE/
<PAGE> 41
[MARTIN MARIETTA LOGO]
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
MARTIN MARIETTA CORPORATION 6801 ROCKLEDGE DRIVE
BETHESDA, MARYLAND
20817
TELEPHONE (301)
897-6167
</TABLE>
LILLIAN M. TRIPPETT
CORPORATE SECRETARY AND ASSISTANT GENERAL COUNSEL
IMPORTANT NOTICE
TO HOLDERS OF COMMON STOCK OF THE MARTIN COMPANY
On October 10, 1961, you were advised that the consolidation of The Martin
Company and American-Marietta Company into Martin Marietta Corporation had been
approved by the stockholders of both companies. You were at that time, and have
been at least annually since then, requested to exchange your Martin Company
stock certificates for Martin Marietta Corporation Common Stock certificates on
a basis of 1.3 shares of Martin Marietta for each share of Martin owned.
Since the 1961 consolidation, there have been dividend payments on each
share of Martin Marietta Corporation Common Stock. In addition, on October 19,
1981, October 17, 1983, and June 28, 1985, fifty percent stock dividends in the
form of three-for-two splits were effected for holders of Martin Marietta
Corporation Common Stock on the record dates associated with those stock
dividends. On September 30, 1993, a one hundred percent stock dividend in the
form of a two-for-one split was effected for holders of Martin Marietta
Corporation Common Stock on the record date associated with that stock dividend.
As a former holder of Martin Company shares, you are entitled to Martin Marietta
dividends, but these dividends cannot be paid until The Martin Company shares
have been exchanged by you for Martin Marietta Corporation shares.
This is an important matter worthy of your attention. After a specified
period of time, depending on the state of last known address, if the exchange is
not accomplished, we are required by state escheat laws to surrender the shares
and accrued dividends to state governments.
So again, we urge your attention to this matter. For instructions on how to
exchange your shares (even if you cannot locate your certificates), please
contact:
Mr. Craig Broomfield
First Chicago Trust Company of New York
P.O. Box 2536, Suite 4694
Jersey City, New Jersey 07303-2536
Telephone (201) 222-4684
Enclosed is a copy of the Proxy Statement and a Proxy Card relating to the
Annual Meeting of Stockholders to be held on April 28, 1994.
Sincerely,
/S/ LILLIAN M. TRIPPETT
--------------------
Lillian M. Trippett
March 21, 1994
<PAGE> 42
[MARTIN MARIETTA LOGO]
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
MARTIN MARIETTA CORPORATION 6801 ROCKLEDGE DRIVE
BETHESDA, MARYLAND
20817
TELEPHONE (301)
897-6167
</TABLE>
LILLIAN M. TRIPPETT
CORPORATE SECRETARY AND ASSISTANT GENERAL COUNSEL
IMPORTANT NOTICE
TO HOLDERS OF COMMON STOCK OF AMERICAN-MARIETTA COMPANY
On October 10, 1961, you were advised that the consolidation of The Martin
Company and American-Marietta Company into Martin Marietta Corporation had been
approved by the stockholders of both companies. You were at that time, and have
been at least annually since then, requested to exchange your American-Marietta
Company stock certificates for Martin Marietta Corporation Common Stock
certificates on a basis of one share of Martin Marietta for each share of
American-Marietta owned.
Since the 1961 consolidation, there have been dividend payments on each
share of Martin Marietta Corporation Common Stock. In addition, on October 19,
1981, October 17, 1983, and June 28, 1985, fifty percent stock dividends in the
form of three-for-two splits were effected for holders of Martin Marietta
Corporation Common Stock on the record dates associated with those stock
dividends. On September 30, 1993, a one hundred percent stock dividend in the
form of a two-for-one split was effected for holders of Martin Marietta
Corporation Common Stock on the record date associated with that stock dividend.
As a former holder of American-Marietta Company shares, you are entitled to
Martin Marietta dividends, but these dividends cannot be paid until the
American-Marietta Company shares have been exchanged by you for Martin Marietta
Corporation shares.
This is an important matter worthy of your attention. After a specified
period of time, depending on the state of last known address, if the exchange is
not accomplished, we are required by state escheat laws to surrender the shares
and accrued dividends to state governments.
So again, we urge your attention to this matter. For instructions on how to
exchange your shares (even if you cannot locate your certificates), please
contact:
Mr. Craig Broomfield
First Chicago Trust Company of New York
P.O. Box 2536, Suite 4694
Jersey City, New Jersey 07303-2536
Telephone (201) 222-4684
Enclosed is a copy of the Proxy Statement and a Proxy Card relating to the
Annual Meeting of Stockholders to be held on April 28, 1994.
Sincerely,
/S/ LILLIAN M. TRIPPETT
--------------------
Lillian M. Trippett
March 21, 1994
<PAGE> 43
IMPORTANT NOTICE
TO: UNEXCHANGED HOLDERS OF COMMON STOCK OF
MARTIN MARIETTA ALUMINUM INC.
(formerly Harvey Aluminum (Incorporated))
Pursuant to an appointment by Martin Marietta Corporation, we act as Agents
for the stockholders of Martin Marietta Aluminum Inc. who have not presented
their stock certificates for exchange to Martin Marietta Corporation in
accordance with the Agreement and Plan of Merger dated July 27, 1974.
Enclosed is a copy of the proxy card and proxy statement pertaining to the
Annual Meeting of Stockholders of Martin Marietta Corporation to be held on
April 28, 1994.
The rules of the New York Stock Exchange provide that if instructions are
not received from you by April 18, 1994, the tenth day before the meeting, the
proxy may be given at discretion by us as the holder of record of the stock as
to the election of directors and the ratification of the appointment of
auditors. (The Board of Directors recommends a vote FOR each of the above
proposals.)
We cannot, without instruction from you, give your proxy with respect to
the stockholder proposals to be voted upon at the meeting. (The Board of
Directors recommends a vote AGAINST the stockholder proposals.)
Accordingly, please give your instructions over your signature on the
enclosed proxy card and return it to us promptly in the self-addressed envelope
provided. It is understood that if you sign without otherwise marking the proxy
card, you wish us to vote the shares as recommended by the Board of Directors on
all matters to be acted on at the meeting. If you are unable to communicate with
us by April 18, 1994, we will nevertheless follow your instructions, even if our
discretionary vote has already been given, provided your instructions are
received prior to the stockholders' meeting.
On numerous occasions you have been requested to exchange your Martin
Marietta Aluminum Inc. or Harvey Aluminum (Incorporated) stock certificates for
Martin Marietta Corporation Common Stock certificates on a basis of 1.15 shares
of Martin Marietta Corporation for each share of Martin Marietta Aluminum Inc.
or Harvey Aluminum (Incorporated) owned. In addition, on October 19, 1981,
October 17, 1983, and June 28, 1985, fifty percent stock dividends in the form
of three-for-two splits were effected for holders of Martin Marietta Corporation
Common Stock on the record dates associated with those stock dividends. On
September 30, 1993, a one hundred percent stock dividend in the form of a
two-for-one split was effected for holders of Martin Marietta Corporation Common
Stock on the record date associated with that stock dividend. This is an
important matter worthy of your attention. After a specified period of time,
depending on the state of last known address, if the exchange is not
accomplished, Martin Marietta Corporation is required by laws of escheatment to
surrender the shares and accrued dividends to state governments.
If you cannot locate your certificates of Martin Marietta Aluminum Inc. or
Harvey Aluminum (Incorporated), and declare them to be lost, you should contact:
Mr. Craig Broomfield
First Chicago Trust Company of New York
P.O. Box 2536, Suite 4694
Jersey City, New Jersey 07303-2536
Telephone (201) 222-4684
First Chicago Trust Company of New York
---------------------------------------
Agent
March 21, 1994
<PAGE> 44
IMPORTANT NOTICE
TO: UNEXCHANGED HOLDERS OF COMMON STOCK OF
MATHEMATICA, INC.
Pursuant to an appointment by Martin Marietta Corporation, we act as Agents
for the stockholders of Mathematica, Inc. who have not presented their stock
certificates for exchange to Martin Marietta Corporation in accordance with the
Agreement and Plan of Merger dated July 22, 1983.
Enclosed is a copy of the proxy card and proxy statement pertaining to the
Annual Meeting of Stockholders of Martin Marietta Corporation to be held on
April 28, 1994.
The rules of the New York Stock Exchange provide that if instructions are
not received from you by April 18, 1994, the tenth day before the meeting, the
proxy may be given at discretion by us as the holder of record of the stock as
to the election of directors and the ratification of the appointment of
auditors. (The Board of Directors recommends a vote FOR each of the above
proposals.)
We cannot, without instruction from you, give your proxy with respect to
the stockholder proposals to be voted upon at the meeting. (The Board of
Directors recommends a vote AGAINST the stockholder proposals.)
Accordingly, please give your instructions over your signature on the
enclosed proxy card and return it to us promptly in the self-addressed envelope
provided. It is understood that if you sign without otherwise marking the proxy
card, you wish us to vote the shares as recommended by the Board of Directors on
all matters to be acted on at the meeting. If you are unable to communicate with
us by April 18, 1994, we will nevertheless follow your instructions, even if our
discretionary vote has already been given, provided your instructions are
received prior to the stockholders' meeting.
On several occasions you have been requested to exchange your Mathematica,
Inc. stock certificates for Martin Marietta Corporation Common Stock
certificates on a basis of .4689 shares of Martin Marietta Corporation for each
share of Mathematica, Inc. owned. In addition, on October 19, 1981, October 17,
1983, and June 28, 1985, fifty percent stock dividends in the form of
three-for-two splits were effected for holders of Martin Marietta Corporation
Common Stock on the record dates associated with those stock dividends. On
September 30, 1993, a one hundred percent stock dividend in the form of a
two-for-one split was effected for holders of Martin Marietta Corporation Common
Stock on the record date associated with that stock dividend. This is an
important matter worthy of your attention. After a specified period of time,
depending on the state of last known address, if the exchange is not
accomplished, Martin Marietta Corporation is required by laws of escheatment to
surrender the shares and accrued dividends to state governments.
If you cannot locate your certificates of Mathematica, Inc. and declare
them to be lost, you should contact:
Mr. Craig Broomfield
First Chicago Trust Company of New York
P.O. Box 2536, Suite 4694
Jersey City, New Jersey 07303-2536
Telephone (201) 222-4684
First Chicago Trust Company of New York
---------------------------------------
Agent
March 21, 1994
<PAGE> 45
EDGAR APPENDIX
The table on EDGAR page 20 in this document is presented as a line graph in the
printed version of the document.
