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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A/A
(AMENDMENT NO. 1)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Martin Marietta Corporation
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(Exact name of registrant as specified in its charter)
Maryland 52-1801551
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
6801 Rockledge Drive
Bethesda, Maryland 20817-1877
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Common Stock Purchase Rights New York Stock Exchange, Inc.
Chicago Stock Exchange, Inc.
Pacific Stock Exchange,
Incorporated
Philadelphia Stock Exchange,
Inc.
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
Page 1 of 6 Pages
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Item 1. Description of Securities to be Registered.
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On August 27, 1994, the Board of Directors of Martin Marietta
Corporation (the "Company") authorized the distribution of one Common Stock
Purchase Right (a "Right") for each outstanding share of common stock, par value
$1.00 per share (the "Common Stock"), of the Company. The distribution is to be
made as soon as practicable after September 9, 1994, to the stockholders of
record at the close of business on that date, and, in addition, the Company has
authorized the issuance of one Right with respect to each share of Common Stock
that shall become outstanding between September 9, 1994, and the earlier of the
Distribution Date or the Expiration Date (as such terms are hereinafter defined)
or the date, if any, on which Rights may be redeemed. When exercisable, each
Right entitles the registered holder to purchase from the Company one share of
Common Stock at a price of $190 per share (the "Purchase Price"), subject to
adjustment. The description and terms of the Rights are set forth in a Rights
Agreement (the "Rights Agreement") between the Company and the Rights Agent
(First Chicago Trust Company of New York and its successors).
Up to and including the earlier of 10 business days following (i) a
public announcement that a person or group of affiliated or associated persons
(an "Acquiring Person") has acquired, or obtained the right to acquire, in a
transaction or series of transactions not approved in advance by the Board,
beneficial ownership of 15% or more of the outstanding shares of Common Stock
(the date of such announcement being the "Stock Acquisition Date") or (ii) the
commencement of a tender or exchange offer by any person (other than the Company
or an employee benefit plan of the Company or any of its subsidiaries) for 30%
or more of the outstanding shares of Common Stock (the earlier of such dates
being called the "Distribution Date"), the Rights will be evidenced by the
Common Stock certificates. So long as the Standstill Agreement, dated April 2,
1993, between the Company and General Electric Company is in effect, and General
Electric Company is not in material breach of the Standstill Agreement, notice
of which breach has been given to it by the Company, General Electric Company
will not be an "Acquiring Person."
The Rights Agreement provides that, until the Distribution Date, the
Rights will be transferred with and only with the shares of Common Stock. Until
the Distribution Date (or earlier redemption or expiration of the Rights), new
Common Stock certificates issued after September 9, 1994, upon transfer or new
issuance of Common Stock will contain a notation incorporating the Rights
Agreement by reference. Until the Distribution Date (or earlier redemption or
Page 2 of 6 Pages
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expiration of the Rights), the surrender for transfer of any certificate for
Common Stock will also constitute the transfer of the Rights associated with
Common Stock represented by such certificate. As soon as practicable following
the Distribution Date, separate certificates evidencing the Rights (the "Right
Certificates") will be mailed to holders of record of Common Stock as of the
close of business on the Distribution Date and such separate Right Certificates
alone will evidence the Rights.
The Rights are not exercisable until after the date on which the
Company's right to redeem the Rights has expired. The Rights will expire
immediately prior to the consummation of the transactions contemplated by the
Agreement and Plan of Reorganization, dated as of August 29, 1994, among Parent
Corporation, the Company and Lockheed Corporation; provided, however, that if
such Agreement is terminated without consummation of the transactions
contemplated thereby, then at or prior to the close of business on September 9,
2004, or on such later date to which the Rights may be extended by the Company
(the "Expiration Date"), unless earlier redeemed by the Company.
The Purchase Price payable, and number of shares of Common Stock or
other securities or property issuable, upon exercise of the Rights are subject
to adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, Common Stock,
(ii) upon the grant to holders of Common Stock of certain rights or warrants to
subscribe for Common Stock or convertible securities at less than the current
market price of Common Stock or (iii) upon the distribution to holders of Common
Stock of evidences of indebtedness or assets (excluding regular periodic cash
dividends at a rate not in excess of 125% of the rate of the last cash dividend
theretofore paid or dividends payable in Common Stock) or of subscription rights
or warrants (other than those referred to above).
In the event that, at any time after the tenth business day after a
Stock Acquisition Date, the Company is acquired in a merger or other business
combination transaction or 50% or more of its assets or earning power is sold,
proper provision shall be made so that each holder of a Right (except as noted
below), shall thereafter have the right to receive, upon the exercise thereof at
the then current exercise price of the Right, that number of shares of common
stock of the acquiring company which at the time of such transaction would have
a market value of two times the exercise price of the Right. In the event that
the Company is the surviving corporation in a merger and Common
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Stock was not changed or exchanged, or in the event that an Acquiring Person
engages with the Company in one or more self-dealing transactions specified in
the Rights Agreement, proper provision shall be made so that each holder of a
Right (except as noted below) shall thereafter have the right to receive upon
exercise that number of shares of Common Stock of the Company having a market
value of two times the exercise price of the Right. In addition, in the event
that a person or group of affiliated or associated persons becomes an Acquiring
Person, then proper provision shall be made so that each holder of a Right
(except as noted below) shall thereafter have the right to receive, upon the
exercise thereof at the then current exercise price of the Right, that number of
shares of Common Stock of the Company which at the time of the transaction would
have a market value of two times the exercise price of the Right.
The holder of any Rights that are, or were, beneficially owned by an
Acquiring Person or an affiliate or associate thereof or certain transferees
thereof which engaged in, or realized the benefit of, an event or transaction or
transactions described in the immediately preceding paragraph, shall be entitled
to exercise such holder's Rights, but without the two-for-one benefit described
in the immediately preceding paragraph.
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional shares will be issued and in lieu thereof an
adjustment in cash will be made based on the market price of the Common Stock on
the last trading date prior to the date of exercise.
Up to and including the tenth business day after a Stock Acquisition
Date, the Company may redeem the rights in whole, but not in part, at a price of
$.01 per Right (the "Redemption Price"). Immediately upon the action of the
Board of Directors of the Company electing to redeem the Rights, the Company
shall make an announcement thereof and, upon such announcement, the right to
exercise the Rights will terminate and the only right of the holders of Rights
will be to receive the Redemption Price.
As soon as practicable after the action of the Board of Directors
ordering the redemption of the Rights, the Company shall give notice of such
redemption to the holders of the then outstanding Rights by mailing such notice
to all such holders at their last addresses as they appear upon the registry
books of the Rights Agent. Each such notice of redemption will state the method
by which the payment of the Redemption Price will be made.
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At any time after a person or group of affiliated or associated
persons becomes an Acquiring Person and until the beneficial ownership level of
such Acquiring Person, together with all affiliates and associates of such
Acquiring Person, reaches 50%, the Board of Directors of the Company may
exchange the Rights, in whole or in part, at an exchange ratio of one share of
Common Stock (or shares of preferred stock or principal amount of debt
securities having equivalent market value, as determined in good faith by the
Board of Directors) per Right.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends.
As of July 31, 1994, there were 95,948,640 shares of Common Stock
issued and outstanding and 33,647,916 shares which may be issued pursuant to
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the exercise of stock options and the conversion of outstanding Series A
Preferred Stock. There will be distributed to stockholders of the Company one
Right for each share of Common Stock owned of record by them on September 9,
1994. As long as the Rights are attached to the Common Stock, the Company will
issue one Right with each new share of Common Stock so that all such shares will
have attached Rights.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
on terms not approved by its Board of Directors, except pursuant to an offer
conditioned on a substantial number of Rights being acquired. The Rights should
not interfere with any merger or other business combination approved by the
Board of Directors since the Rights may be redeemed by the Company at $.01 per
Right up to September 9, 2004 and including the tenth day after the public
announcement that a person or group of affiliated or associated persons has
acquired or obtained the right to acquire ownership of 15% or more of the Common
Stock.
In addition to the Rights, certain provisions of the Company's Charter
and By-Laws summarized below may have the effect of impeding the acquisition of
control of the Company by means of a tender offer, a proxy fight, open market
purchases or otherwise in a transaction not approved by the Company's Board of
Directors.
The Company's Charter provides that the Board of Directors is divided
into three classes of directors, each comprising approximately one-third of the
directors. At each annual meeting, one class of directors is elected to a term
of three years and the directors in the other two classes continue in office.
The classification of directors has the effect of making it more difficult for
stockholders to change the composition of the Board in a relatively short period
of time. At least two annual meetings of stockholders will generally be required
to effect a change in the majority of the Board. The Charter further provides
that a director may only be removed for cause and only by the affirmative vote
of at least 80% of the votes entitled to be cast in the election of directors.
Under the Charter, the classified board and removal provisions may be amended or
repealed only by the affirmative vote of at least 80% of the votes entitled to
be cast in the election of directors.
Under the Maryland General Corporation Law ("MGCL"), certain "business
combinations" (including a merger, consolidation, share exchange or, in certain
circumstances, an asset transfer or issuance or reclassification of equity
securities) between a Maryland corporation and any person who beneficially owns
ten percent or more of the voting power of the corporation's shares or an
affiliate of the corporation who, at any time within the two-year period prior
to the date in question, was the beneficial owner of ten percent of more of the
voting power of the then-outstanding voting stock of the corporation (an
"Interested Stockholder") or an affiliate thereof (i) are prohibited for five
years after the most recent date on which the Interested Stockholder became an
Interested Stockholder and (ii) thereafter must be recommended by the board of
directors of such corporation and approved by the affirmative vote of at least
(a) 80% of the votes entitled to be cast by holders of outstanding voting shares
of the corporation and (b) two-thirds of the votes entitled to be cast by
holders of outstanding voting shares of the corporation other than shares held
by the Interested Stockholder with whom the business combination is to be
effected, unless, among other things, the corporation's stockholders receive a
minimum price (as defined in the MGCL) for their shares and the consideration is
received in cash or in the same form as previously paid by the Interested
Stockholder for its shares. These provisions of the MGCL do not apply, however,
to business combinations that are approved or exempted by the board of directors
of the corporation prior to the time that the Interested Stockholder becomes an
Interested Stockholder. The Company has elected to be governed by this statute.
The MGCL provides that "control shares" of a Maryland corporation acquired in a
"control share acquisition" have no voting rights except to the extent approved
by a vote of two-thirds of the votes entitled to be cast by stockholders in the
election of directors. The control share acquisition statute does not apply to
shares acquired in a merger, consolidation or share exchange if the corporation
is a party to the transaction or to acquisitions approved or excepted by the
charter or the by-laws of the corporation.
In addition, the Company's Charter contains a provision requiring that
any business combination between the Company and the beneficial owner (a
"Related Person") of ten percent of the outstanding shares of any class of stock
entitled to vote generally in the election of directors ("Voting Stock") must be
approved by 80% of the outstanding shares of the Company's Voting Stock and by
two-thirds of the outstanding shares of the Company's Voting Stock not owned by
the Related Person. This provison does not apply to a business combination
approved in advance by a two-thirds vote of the directors in office prior to the
time the Related Person becomes a Related Person. Under the Charter, this
provision may be amended only by the same two supermajority votes required for
approval of the business combination.
The Charter contains a provision requiring that any purchase by the
Company of Voting Stock from a beneficial owner for less than two years of five
percent or more of outstanding shares of Voting Stock ("Interested Stockholder")
must first be approved by the affirmative vote of holders of a majority of
outstanding shares of Voting Stock not owned by the Interested Stockholder.
Under the Charter, this provision may be amended or repealed only by the
affirmative vote of holders of at least 80% of the outstanding shares of Voting
Stock.
The By-Laws of the Company provide that (a) with respect to an annual
meeting of stockholders, nominations of persons for elections to the Board of
Directors and the proposal of business to be considered by stockholders may be
made only (i) pursuant to the Company's notice of meeting, (ii) by the Board or
(iii) by a stockholder who has complied with the advance notice procedures set
forth in the By-Laws, and (b) with respect to special meetings of stockholders,
only the business specified in the Company's notice of meeting may be brought
before the meeting and nominations of persons for election to the Board of
Directors may be made only pursuant to the Company's notice of the meeting (i)
by the Board or (ii) by a stockholder who has complied with the advance notice
provisions set forth in the By-Laws.
The Rights Agreement dated as of August 29, 1994 between the Company
and First Chicago Trust Company of New York, as Rights Agent, specifying the
terms of the Rights (which includes exhibits attached thereto), is attached
hereto as an exhibit and is incorporated herein by reference. The foregoing
description of the Rights is qualified in its entirety by reference to such
exhibit.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
MARTIN MARIETTA CORPORATION
/s/ Lillian M. Trippett
By:__________________________
Name: Lillian M. Trippett
Title: Corporate Secretary
Dated: September 2, 1994
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