<PAGE> 1
Filed Pursuant to Rule 424(b)(5)
Registration No. 33-99082
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED AUGUST 13, 1997
$125,000,000
[MARTIN MARIETTA MATERIALS LOGO]
6.90% NOTES DUE AUGUST 15, 2007
---------------------
Interest on the Notes is payable semi-annually on February 15 and August 15
of each year, commencing February 15, 1998. The Notes will mature on August 15,
2007, and may not be redeemed by Martin Marietta Materials, Inc. (the "Company")
prior thereto. The Notes are not entitled to any mandatory redemption or sinking
fund provisions. The Notes are unsecured obligations of the Company and will
rank on a parity with all other unsecured and unsubordinated debt of the
Company. The Notes will be issued only in registered form in denominations of
$1,000 and integral multiples thereof. For additional information, see
"Description of Notes" in this Prospectus Supplement and "Description of Debt
Securities" in the accompanying Prospectus.
The Notes will be represented by one or more permanent Global Securities
deposited with, or on behalf of, The Depository Trust Company, as Depositary,
and registered in the name of a nominee of the Depositary. Except under the
limited circumstances described in the Prospectus under "Description of Debt
Securities -- Global Securities," owners of beneficial interests in Global
Securities will not be entitled to physical delivery of Notes in certificated
form. Global Securities may not be transferred except as a whole by the
Depositary to a nominee of the Depositary or to a successor of the Depositary or
its nominee.
---------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
---------------------
<TABLE>
<CAPTION>
Initial Public Underwriting Proceeds to
Offering Price(1) Discount(2) Company(1)(3)
----------------- ------------ -------------
<S> <C> <C> <C>
Per Note........................................ 99.707% .650% 99.057%
Total........................................... $124,633,750 $812,500 $123,821,250
</TABLE>
- ---------------
(1) Plus accrued interest from August 15, 1997.
(2) The Company has agreed to indemnify the Underwriters against certain
liabilities, including certain liabilities under the Securities Act of 1933.
(3) Before deducting estimated expenses of $125,000 payable by the Company.
---------------------
The Notes are offered severally by the Underwriters, as specified herein,
subject to receipt and acceptance by them and subject to their right to reject
any order in whole or in part. It is expected that the Notes will be ready for
delivery in book-entry form only through the facilities of the Depositary in New
York, New York, on or about August 18, 1997, against payment therefor in
immediately available funds.
GOLDMAN, SACHS & CO.
J. P. MORGAN & CO.
MORGAN STANLEY DEAN WITTER
---------------------
The date of this Prospectus Supplement is August 13, 1997.
<PAGE> 2
CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE NOTES, INCLUDING
OVER-ALLOTMENT, STABILIZING AND SHORT-COVERING TRANSACTIONS IN SUCH NOTES, AND
THE IMPOSITION OF A PENALTY BID IN CONNECTION WITH THIS OFFERING. FOR A
DESCRIPTION OF THESE ACTIVITIES, SEE "UNDERWRITING."
---------------------
USE OF PROCEEDS
The net proceeds from the sale of the Notes, estimated to be $123,696,250,
will be used to repay a portion of the Company's United States commercial paper.
At July 31, 1997, the Company had outstanding $200,000,000 of United States
commercial paper, bearing interest at effective rates ranging from 5.70% to
5.77% and with maturity dates not exceeding 63 days from the date of offer and
sale. The Company's United States commercial paper was offered and sold on July
3, 1997 initially to repay certain outstanding indebtedness under the Company's
5-year and 364-day revolving credit agreements (the "Credit Agreements") with
Morgan Guaranty Trust Company of New York, as agent bank, which indebtedness was
incurred in the financing of the acquisition of American Aggregates Corporation
("AAC"). Borrowings under each such Credit Agreement bear interest, at the
Company's option, at rates based upon, (i) the Euro-Dollar rate (as defined on
the basis of a LIBOR, plus an interest rate margin), (ii) a bank base rate (as
defined on the basis of a published prime rate or the Federal Funds Rate plus
1/2 of 1%), or (iii) a competitively determined rate (as defined on the basis of
a bidding process). See "Underwriting" in this Prospectus Supplement.
S-2
<PAGE> 3
CAPITALIZATION
The following table sets forth the actual capitalization of the Company at
June 30, 1997 and the capitalization as adjusted to give effect to (i) the
repayment of certain indebtedness outstanding under the Credit Agreements
through the offering and sale of United States commercial paper and (ii) the
sale by the Company of the Notes offered hereby and the application of the
proceeds to repay a portion of the Company's United States commercial paper as
described under "Use of Proceeds." This table should be read in conjunction with
the unaudited consolidated financial statements and notes thereto which are
incorporated by reference in the Prospectus.
<TABLE>
<CAPTION>
AT JUNE 30, 1997
-------------------------
ACTUAL AS ADJUSTED
-------- -----------
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<S> <C> <C>
Current loans payable and current portions of long-term
debt:
Loans payable............................................. $100,000 $ 25,000
Long-term debt............................................ 1,313 1,313
-------- --------
$101,313 $ 26,313
-------- --------
Loans payable and long-term debt:
Loans payable............................................. $150,000 $100,000
7% Debentures, due 2025................................... 124,190 124,190
Other long-term debt...................................... 1,745 1,745
Notes offered hereby...................................... -- 125,000
-------- --------
$275,935 $350,935
-------- --------
Shareholders' equity:
Preferred stock, $.01 par value; 10,000,000 shares
authorized; none issued................................ -- --
Common stock, $.01 par value; 100,000,000 shares
authorized; 46,079,604 shares issued................... $ 461 $ 461
Additional paid-in capital................................ 331,309 331,309
Retained earnings......................................... 177,430 177,430
-------- --------
Total shareholders' equity........................ 509,200 509,200
-------- --------
Total capitalization.............................. $886,448 $886,448
======== ========
</TABLE>
S-3
<PAGE> 4
SELECTED FINANCIAL DATA
The Statement of Earnings Data set forth below for each of the years in the
three-year period ended December 31, 1996 and the Balance Sheet Data set forth
below as of December 31, 1995 and 1996, are derived from the audited
consolidated financial statements of the Company and notes thereto incorporated
by reference in the Prospectus to which this Prospectus Supplement relates.
These consolidated financial statements have been audited by Ernst & Young LLP,
independent auditors. The Statement of Earnings Data set forth below for each of
the years in the two-year period ended December 31, 1993 and the Balance Sheet
Data set forth below as of December 31, 1992, 1993 and 1994 are derived from the
audited consolidated financial statements of the Company, which also have been
audited by Ernst & Young LLP. The Statement of Earnings Data for the six-month
periods ended June 30, 1996 and 1997, and the Balance Sheet Data as of June 30,
1996 and 1997, are derived from the Company's unaudited consolidated condensed
financial information and include, in the opinion of management, all adjustments
(consisting of normal recurring adjustments) necessary for a fair presentation.
The earnings results for the six-month period ended June 30, 1997 are not
necessarily indicative of the results that may be expected for the full year
ending December 31, 1997.
The selected financial data presented below should be read in conjunction
with Management's Discussion and Analysis of Financial Condition and Results of
Operations and the audited consolidated financial statements and related notes
thereto which are incorporated by reference in the Prospectus to which this
Prospectus Supplement relates.
<TABLE>
<CAPTION>
SIX MONTHS
YEARS ENDED DECEMBER 31, ENDED JUNE 30,
---------------------------------------------------- -------------------
1992 1993 1994 1995 1996 1996 1997(1)
-------- -------- -------- -------- -------- -------- --------
(UNAUDITED)
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF EARNINGS DATA:
Net sales.................... $408,321 $452,906 $501,660 $664,406 $721,947 $336,985 $390,353
Gross profit................. 98,383 121,315 139,143 167,164 182,510 79,135 95,631
Earnings from operations..... 55,120 76,395 91,887 107,565 120,676 48,450 62,738
Interest expense............. 1,042 3,234 6,865 9,733 10,121 5,696 5,765
Earnings before taxes on
income, extraordinary item
and net cumulative effect
of accounting changes...... 56,546 74,058 90,420 103,791 118,953 47,116 60,620
Extraordinary item(2)........ -- -- (4,641) -- -- -- --
Net cumulative effect of
accounting changes(3)...... -- (17,512) -- -- -- -- --
Net earnings................. 38,986 30,489 53,704 67,551 78,628 31,144 39,276
BALANCE SHEET DATA:
Working capital(4)........... $ 85,544 $ 89,119 $132,421 $141,019 $183,022 $165,239 $122,598
Net property, plant and
equipment.................. 261,666 278,310 291,622 392,223 408,820 393,708 589,298
Total assets................. 447,306 496,991 593,891 789,371 768,918 746,368 1,121,176
Loans payable................ -- -- -- -- -- 24,480 100,000
Long-term debt (including
current maturities of long-
term debt)................. 13,402 235,312 108,224 228,726 127,163 125,663 277,248
Business equity.............. 354,875 -- -- -- -- -- --
Shareholders' equity......... -- 145,447 376,269 423,545 480,977 444,552 509,200
FINANCIAL RATIOS:
Ratio of earnings to fixed
charges (unaudited)(5)(6).. 22.37 16.57 12.39 10.16 11.12 8.26 10.08
Pro forma ratio of earnings
to fixed charges
(unaudited)(5)............. -- -- -- -- -- -- 4.87
</TABLE>
S-4
<PAGE> 5
- ---------------
(1) The financial data for the six months ended June 30, 1997 include the
operations of the AAC business from the date of its acquisition by the
Company.
(2) This amount represents the after tax extraordinary loss on the early
extinguishment of debt associated with the February 1994 in-substance
defeasance of $125 million of long-term indebtedness.
(3) Net cumulative effect of accounting changes reflects the 1993 adoption of
the change in methods of accounting for income taxes, postretirement
benefits other than pensions and postemployment benefits.
(4) Working capital at June 30, 1997 reflects the inclusion of $100 million that
represents the current portion of indebtedness under the Company's Credit
Agreements and certain amounts due CSR America, Inc. ("CSRA") in connection
with the AAC acquisition. Such current portion of indebtedness under the
Company's Credit Agreements was repaid in connection with the offer and sale
of the Company's United States commercial paper on July 3, 1997. See "Use of
Proceeds" in this Prospectus Supplement.
(5) The ratio of earnings to fixed charges has been computed by dividing
earnings and fixed charges, excluding capitalized interest, by fixed
charges. For purposes of this ratio, "earnings" consist of earnings before
taxes on income, net extraordinary item and net cumulative effect of
accounting changes, adjusted for undistributed earnings of
less-than-fifty-percent-owned affiliates. "Fixed charges" represent interest
expense relating to any indebtedness whether expensed or capitalized, as
well as such portion of rental expense as can be demonstrated to be
representative of an interest factor. The pro forma ratio of earnings to
fixed charges reflects the offer and sale of commercial paper, the repayment
of certain indebtedness outstanding under the Credit Agreements, the
issuance of the Notes and the reduction of commercial paper as if such
transactions had occurred on January 1, 1997. The pro forma earnings include
the operations of the AAC business from the date of its acquisition by the
Company.
(6) The Company was incorporated in November 1993, at which time it assumed the
obligations with respect to certain indebtedness of its parent. Prior to its
incorporation, the Company was an operating division of the Martin Marietta
Corporation and its capitalization did not include significant
interest-bearing indebtedness. Accordingly, the ratio of earnings to fixed
charges may not be comparable in all periods presented.
S-5
<PAGE> 6
RECENT DEVELOPMENTS
In October 1996, Lockheed Martin Corporation ("Lockheed Martin") disposed
of its approximately 81% direct and indirect ownership interest in the common
stock, par value $.01, of the Company ("Common Stock") to the public markets.
The disposition was completed by means of a tax-free exchange offer pursuant to
which Lockheed Martin stockholders were given the opportunity to exchange shares
of Lockheed Martin common stock for shares of the Company's Common Stock, which
resulted in 100% of the outstanding shares of Common Stock being publicly
traded.
On May 28, 1997, the Company acquired all of the issued and outstanding
shares of capital stock of AAC and certain other assets of CSRA for an adjusted
purchase price of approximately $242 million in cash, subject to certain further
post-closing adjustments related to working capital, plus certain assumed
liabilities, including liabilities of $6.7 million for projected and accumulated
post-retirement benefit obligations in excess of certain benefit plans' assets,
and a provision of approximately $8 million to consummate the transaction and
integrate the operations. CSRA also assumed certain liabilities of AAC. The
operations and business of AAC primarily relate to the production, marketing,
distribution and sale of construction aggregates products. The acquisition
includes the Ohio and Indiana operations of AAC, with more than 25 production
facilities, and increases the Company's annual production capacity by more than
25 million tons -- in addition to adding over a billion tons of mineral
reserves, of which approximately 0.7 billion tons are zoned currently for
production, and 11,000 acres of property. AAC is a leading supplier of
aggregates products in Indianapolis, Indiana and Cincinnati, Dayton and
Columbus, Ohio.
BUSINESS
The following description of the Company's business is qualified in its
entirety by and should be read together with the more detailed information and
financial statements incorporated by reference in the Prospectus to which this
Prospectus Supplement relates.
The Company is the United States' second largest producer of aggregates for
the construction industry, including highways, infrastructure, commercial and
residential. The Company also manufactures and markets magnesia-based products,
including heat-resistant refractory products for the steel industry, chemical
products for industrial, agricultural and environmental uses and dolomitic lime.
In 1996, the Company's aggregates business accounted for 82% of the Company's
total revenues and the Company's magnesia-based products segment accounted for
18% of the Company's total revenues. Additionally, the Company continues to
explore the proprietary uses of new technologies.
The Company was formed in November 1993 as a North Carolina corporation to
be the successor to substantially all of the assets and liabilities of the
materials group of Martin Marietta Corporation and its subsidiaries. An initial
public offering of a portion of the Company's Common Stock was completed in
February 1994 whereby 8,797,500 shares of Common Stock (representing
approximately 19% of the shares outstanding) were sold to the public. Lockheed
Martin owned directly and indirectly approximately 81% of the Common Stock until
disposing of its interest in the public market in October 1996. See "Recent
Developments" in this Prospectus Supplement.
AGGREGATES
The Company's aggregates segment processes and sells granite, sandstone,
limestone, shell and other aggregates products for use in all sectors of the
public infrastructure, industrial, commercial and residential construction
industries. The Company is the United States' second largest producer of
aggregates. In 1996, the Company shipped approximately 101 million tons of
aggregates to customers in 25 Southeastern, Midwestern and Central states and 5
foreign countries, generating net sales and earnings from operations of $591.3
million and $109.4 million, respectively. In 1996, approximately 88% of the
aggregates shipped by the Company were crushed stone, primarily granite and
limestone, and approximately 12% were sand and gravel. The Company has focused
on the production of aggregates and has not integrated vertically into other
construction materials businesses.
S-6
<PAGE> 7
The Company's aggregates business is concentrated principally in the
Southeast, Midwest and Central states. Aggregate products are sold and shipped
from a network of more than 250 quarries and distribution facilities in 19
states and in the Bahama Islands and Canada via truck, rail and water-based
transportation systems. Aggregates can be found in abundant quantities
throughout the United States, and there are many producers nationwide. However,
as a general rule, the size of the market area of an aggregates quarry is
limited because the cost of transporting processed aggregates to customers is
high in relation to the value of the product itself. As a result, proximity of
quarry facilities to customers is the most important factor in competition for
aggregates business and helps explain the highly fragmented nature of the
aggregates industry. Access to water distribution as a result of certain
acquisitions made by the Company enables the Company to extend its market reach
in the coastal markets and the areas immediately contiguous thereto.
The Company's aggregates business is also highly seasonal, due primarily to
the effect of weather conditions on construction activity within its markets.
Accordingly, the Company's second and third quarters are generally the
strongest, with the first quarter generally reflecting the weakest results.
Magnesia-Based Products
The Company also manufactures and markets dolomitic lime and magnesia-based
products, including heat-resistant refractory products for the steel industry
and magnesia-based chemicals products for industrial, agricultural and
environmental uses, including wastewater treatment, sulphur dioxide scrubbing
and acid neutralization. In 1996, the Company's Magnesia Specialties Division
generated net sales of $130.7 million and earnings from operations of $11.3
million. Magnesia Specialties' refractory and dolomitic lime products are sold
primarily to the steel industry.
FORWARD-LOOKING STATEMENTS
Certain statements contained or incorporated by reference in this
Prospectus Supplement may contain various "forward-looking statements" within
the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934 (the "Exchange Act"), that are based on
management's belief and assumptions, as well as information currently available
to management. When used in or incorporated by reference in this Prospectus
Supplement, the words "anticipate," "estimate," "expect," and words of similar
import may identify forward-looking statements. Although the Company believes
that the expectations reflected in any such forward-looking statements are
reasonable, it can give no assurance that such expectations will prove to be
correct. Investors are cautioned that all forward-looking statements involve
risks and uncertainties, including those arising out of economic, climactic,
political, regulatory, competitive and other factors. Should one or more of
these risks or uncertainties materialize, or should underlying assumptions prove
incorrect, actual results, performance or financial conditions may vary
materially from those anticipated, estimated or expected. Among the key factors
that may have a direct bearing on the Company's results, performance or
financial condition are fluctuations in national and regional economic
conditions, cyclical swings in construction spending, the level of public
funding for infrastructure, the economic condition of the steel industry, the
degree and nature of competition, demand for the Company's services, changes in
laws and regulations affecting the Company's business, the Company's ability to
complete acquisitions and integrate the operations of acquired businesses, to
expand into new markets, and to maintain profit margins in the face of pricing
pressures and other factors referenced or incorporated by reference in this
Prospectus Supplement. GIVEN SUCH UNCERTAINTIES, PROSPECTIVE INVESTORS ARE
CAUTIONED NOT TO PLACE UNDUE RELIANCE ON SUCH FORWARD-LOOKING STATEMENTS. The
Company disclaims any obligation to update any such factors or to publicly
announce the results of any revisions to any of the forward-looking statements
contained or incorporated by reference in this Prospectus Supplement to reflect
future events or developments.
S-7
<PAGE> 8
DESCRIPTION OF NOTES
The following description of the particular terms of the Notes offered
hereby (referred to in the Prospectus as the "Offered Debt Securities")
supplements and, to the extent inconsistent therewith, replaces, insofar as such
description relates to the Notes, the description of the Debt Securities set
forth in the Prospectus, to which description reference is hereby made.
GENERAL
The 6.90% Notes due 2007 (the "Notes") will be limited to $125,000,000
aggregate principal amount and will mature on August 15, 2007. The Notes will
bear interest at 6.90% per annum payable on February 15 and August 15 of each
year, commencing February 15, 1998, to the person in whose name the Notes were
registered at the close of business on the preceding February 1 and August 1,
respectively, subject to certain exceptions.
The Notes will be issued only in registered form in denominations of $1,000
and integral multiples thereof.
REDEMPTION, SINKING FUND
The Notes are not redeemable prior to maturity and are not entitled to any
sinking fund.
DEFEASANCE
The provisions of the Indenture relating to defeasance and covenant
defeasance described under the caption "Description of Debt
Securities -- Defeasance" in the Prospectus shall apply to the Notes.
GLOBAL SECURITIES
The Notes will be represented in whole or in part in the form of one or
more permanent Global Securities deposited with, or on behalf of, the
Depositary, and registered in the name of a nominee of the Depositary. Except
under the limited circumstances described in the Prospectus under "Description
of Debt Securities -- Global Securities," owners of beneficial interests in
Global Securities will not be entitled to physical delivery of Notes in
certificated form. Global Securities may not be transferred except as a whole by
the Depositary to a nominee of the Depositary or to a successor of the
Depositary or its nominee.
The Depositary has advised the Company that the Depositary is a
limited-purpose trust company organized under the New York Banking Law, a
"banking organization" within the meaning of the New York Banking Law, a member
of the Federal Reserve System, a "clearing corporation" within the meaning of
the New York Uniform Commercial Code, and a "clearing agency" registered
pursuant to the provisions of Section 17A of the Exchange Act. The Depositary
was created to hold securities of its participants and to facilitate the
clearance and settlement of securities transactions, such as transfers and
pledges, among its participants in such securities through electronic
computerized book-entry changes in accounts of the participants, thereby
eliminating the need for physical movements of securities certificates. The
Depositary's participants who maintain accounts directly with the Depositary
("Direct Participants") include securities brokers and dealers (including the
Underwriters), banks, trust companies, clearing corporations, and certain other
organizations. The Depositary is owned by a number of its Direct Participants
and by the New York Stock Exchange, Inc., the American Stock Exchange, Inc. and
the National Association of Securities Dealers, Inc. Access to the Depositary's
book-entry system is also available to others, such as banks, brokers, dealers
and trust companies that clear through or maintain a custodial relationship with
a Direct Participant, either directly or indirectly. The rules applicable to the
Depositary and its participants are on file with the Securities and Exchange
Commission.
S-8
<PAGE> 9
SAME-DAY SETTLEMENT AND PAYMENT
Settlement for the Notes will be made by the Underwriters in immediately
available funds. So long as the Notes are in the form of Global Securities, all
payments of principal and interest will be made by the Company in immediately
available funds.
Secondary trading in long-term notes and notes of corporate issuers is
generally settled in clearing-house or next-day funds. In contrast, the Notes
are expected to trade in the Depositary's Same-Day Funds Settlement System until
maturity, and secondary market trading activity in the Notes will therefore be
required by the Depositary to settle in immediately available funds. No
assurance can be given as to the effect, if any, of settlement in immediately
available funds on trading activity in the Notes.
S-9
<PAGE> 10
UNDERWRITING
Subject to the terms and conditions set forth in the Underwriting Agreement
and the Pricing Agreement, the Company has agreed to sell to each of the
Underwriters named below (the "Underwriters"), and each of the Underwriters has
severally agreed to purchase, the principal amount of the Notes set forth
opposite its name below:
<TABLE>
<CAPTION>
PRINCIPAL AMOUNT
UNDERWRITER OF NOTES
----------- ----------------
<S> <C>
Goldman, Sachs & Co. ....................................... $ 41,700,000
J.P. Morgan Securities Inc.................................. 41,650,000
Morgan Stanley & Co. Incorporated........................... 41,650,000
------------
Total............................................. $125,000,000
============
</TABLE>
The Underwriting Agreement provides that the obligations of the
Underwriters are subject to certain conditions precedent and that the
Underwriters will be obligated to purchase all of the Notes if any are
purchased.
The Underwriters propose to offer the Notes in part directly to the public
at the initial public offering price set forth on the cover page of this
Prospectus Supplement, and in part to certain securities dealers at such price
less a concession of .400% of the principal amount of the Notes. The
Underwriters may allow, and such dealers may reallow, a concession not in excess
of .250% of the principal amount of the Notes. After the Notes are released for
sale to the public, the offering prices and other selling terms may from time to
time be varied by the Underwriters.
In connection with the offering, the Underwriters may purchase and sell the
Notes in the open market. These transactions may include over-allotment and
stabilizing transactions and purchases to cover short positions created by the
Underwriters in connection with the offering. Stabilizing transactions consist
of certain bids or purchases for the purpose of preventing or retarding a
decline in the market price of the Notes; and short positions created by the
Underwriters involve the sale by the Underwriters of a greater number of Notes
than they are required to purchase from the Company in the offering. The
Underwriters also may impose a penalty bid, whereby selling concessions allowed
to broker-dealers in respect of the Notes sold in the offering may be reclaimed
by the Underwriters if such Notes are repurchased by the Underwriters in
stabilizing or covering transactions. These activities may stabilize, maintain
or otherwise affect the market price of the Notes, which may be higher than the
price that might otherwise prevail in the open market; and these activities, if
commenced, may be discontinued at any time. These transactions may be effected
in the over-the-counter market or otherwise.
The Notes are a new issue of securities with no established trading market.
The Company has been advised by the Underwriters that they intend to make a
market in the Notes, but they are not obligated to do so and may discontinue
such market making at any time without notice. No assurance can be given as to
the liquidity of the trading market for the Notes. The Notes will not be listed
on any national securities exchange.
The Company has agreed to indemnify the Underwriters against certain
liabilities, including certain liabilities under the Securities Act of 1933, or
to contribute to payments the Underwriters may be required to make in respect
thereof.
From time to time, the Underwriters have provided various investment
banking and other services to the Company. In addition, Morgan Guaranty Trust
Company of New York, an affiliate of J.P. Morgan Securities Inc., is the agent
bank under the Company's Credit Agreements and Goldman, Sachs & Co. and J.P.
Morgan Securities Inc. are dealers in the Company's United States commercial
paper. See "Use of Proceeds" in this Prospectus Supplement.
S-10
<PAGE> 11
$300,000,000
[MARTIN MARIETTA MATERIALS LOGO]
DEBT SECURITIES
Martin Marietta Materials, Inc. (the "Company") may from time to time offer
senior unsecured debt securities consisting of debentures, notes and/or other
unsecured evidences of indebtedness (the "Debt Securities"), which may be
offered in separate classes or series and which will rank on a parity with all
other unsecured and unsubordinated debt of the Company, with an aggregate
initial public offering price of up to U.S. $300,000,000 (or the equivalent in
foreign denominated currency, composite currency or currencies or currency units
based on or relating to foreign currencies). The Debt Securities may be offered
in amounts, at prices and on terms to be determined at the time or times of
offering, which will be set forth in a supplement to this Prospectus (a
"Prospectus Supplement").
Certain terms of the Debt Securities in respect of which this Prospectus is
being delivered will be set forth in the applicable Prospectus Supplement. These
terms will include, where applicable, the specific designation, ranking,
priority, aggregate principal amount, currency or currencies, denominations,
maturity, premium or discount, if any, interest rate (which may be fixed or
variable), time of payment of interest, terms for redemption at the option of
the Company or repayment at the option of the holder, terms for sinking fund
payments, terms for conversion or exchange and form and any other terms. The
applicable Prospectus Supplement will also include the net proceeds, initial
offering price and any other terms in connection with the offer and sale of Debt
Securities and will contain information, where applicable, about certain United
States federal income tax considerations relating to the Debt Securities and any
listing on a securities exchange of the Debt Securities covered by such
Prospectus Supplement.
The Debt Securities may be sold by the Company to or through underwriters
or dealers, through agents, directly to purchasers, or through a combination of
any such methods of sale. If any agents, dealers or underwriters are involved in
the sale of any of the Debt Securities, their names, and any applicable purchase
price, fee, commission or discount arrangement between or among them, will be
set forth, or will be calculable from the information set forth, in the
applicable Prospectus Supplement. See "Plan of Distribution." No Debt Securities
may be sold without delivery of the Prospectus Supplement describing the method
and terms of the offering of such class or series of Debt Securities.
---------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is August 13, 1997.
<PAGE> 12
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements, and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Company with the Commission can be
inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at
the following regional offices of the Commission: 7 World Trade Center, Suite
1300, New York, New York 10048, and Northwest Atrium Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661. Copies of such material can also be
obtained upon written request addressed to the Public Reference Section of the
Commission, Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates. The Commission also maintains a Web site at http://www.sec.gov
containing reports and information statements and other information regarding
registrants that file electronically with the Commission (including the
Company). The Company's Common Stock is listed on the New York Stock Exchange,
and these records and other information can also be inspected at the offices of
The New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005.
The Company has filed with the Commission a Registration Statement on Form
S-3 (together with all exhibits and amendments, the "Registration Statement")
under the Securities Act of 1933, as amended (the "Securities Act"), with
respect to the Debt Securities offered hereby. This Prospectus does not contain
all of the information set forth in the Registration Statement and the exhibits
and schedules thereto, certain portions of which are omitted as permitted by the
rules and regulations of the Commission. For further information with respect to
the Company and the Debt Securities, reference is made to the Registration
Statement, including the exhibits and schedules. The Registration Statement may
be inspected, without charge, at the Commission's principal office at 450 Fifth
Street, N.W., Washington, D.C. 20549, and also at the regional offices of the
Commission listed above. Copies of such material may also be obtained from the
Commission upon the payment of prescribed rates.
Statements contained in this Prospectus as to any contracts, agreements or
other documents filed as an exhibit to the Registration Statement are not
necessarily complete, and in each instance reference is hereby made to the copy
of such contract, agreement or other document filed as an exhibit to the
Registration Statement for a full statement of the provisions thereof, and each
such statement in the Prospectus is qualified in all respects by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents have been filed by the Company with the Commission
pursuant to the Exchange Act and are hereby incorporated by reference into this
Prospectus:
(a) the Company's Annual Report on Form 10-K for the year ended
December 31, 1996;
(b) the Company's Quarterly Reports on Form 10-Q for the three-month
periods ended March 31, 1997 and June 30, 1997; and
(c) the Company's Current Reports on Form 8-K filed with the
Commission on June 12, 1997 and on Form 8-K/A filed with the Commission on
August 4, 1997.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering of the Debt Securities offered hereby shall be
deemed to be incorporated by reference in this Prospectus and to be a part
hereof from the date of filing of such documents.
Any statement contained herein, in a Prospectus Supplement or in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein (or in the applicable Prospectus Supplement) or in
any other subsequently filed document which also is or is deemed to be
2
<PAGE> 13
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person, including any
beneficial owner, to whom a copy of this Prospectus has been delivered, upon the
written or oral request of any such person, a copy of any or all of the
documents incorporated by reference in this Prospectus other than exhibits and
schedules to such documents (except that the Company will provide copies of
exhibits or schedules that are specifically incorporated by reference into the
documents that this Prospectus incorporates). Written or oral requests for
copies of these documents should be directed to Martin Marietta Materials, Inc.,
2710 Wycliff Road, Raleigh, North Carolina 27607-3033, Attention: Secretary
(telephone: (919) 781-4550).
NO PERSON IS AUTHORIZED IN CONNECTION WITH ANY OFFERING MADE HEREBY TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS OR AN APPLICABLE PROSPECTUS SUPPLEMENT, AND IF
GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY UNDERWRITER, DEALER OR AGENT.
NEITHER THIS PROSPECTUS NOR ANY APPLICABLE PROSPECTUS SUPPLEMENT SHALL
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITY
OTHER THAN THE SECURITIES OFFERED HEREBY, NOR DOES IT CONSTITUTE AN OFFER TO
SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY
IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH AN OFFER
OR SOLICITATION IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS PROSPECTUS OR
ANY PROSPECTUS SUPPLEMENT NOR ANY SALE MADE HEREUNDER AND THEREUNDER SHALL UNDER
ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THEREOF.
3
<PAGE> 14
THE COMPANY
Martin Marietta Materials, Inc. (the "Company") is the United States'
second largest producer of aggregates for the construction industry, including
highways, infrastructure, commercial and residential. The Company also
manufactures and markets magnesia-based products, including heat-resistant
refractory products for the steel industry, chemical products for industrial,
agricultural and environmental uses and dolomitic lime. In 1996, the Company's
aggregates business accounted for 82% of the Company's total revenues and the
Company's magnesia-based products segment accounted for 18% of the Company's
total revenues. Additionally, the Company continues to explore the proprietary
uses of new technologies.
The Company was formed in November 1993 as a North Carolina corporation to
be the successor to substantially all of the assets and liabilities of the
materials group of Martin Marietta Corporation and its subsidiaries. An initial
public offering of a portion of the common stock, par value $.01, of the Company
(the "Common Stock") was completed in February 1994 whereby 8,797,500 shares of
Common Stock (representing approximately 19% of the shares outstanding) were
sold to the public. Lockheed Martin Corporation ("Lockheed Martin"), which was
formed as the result of a business combination between Martin Marietta
Corporation and Lockheed Corporation in March 1995, owned directly and
indirectly approximately 81% of the Common Stock until disposing of its interest
in the public market in October 1996. The disposition was completed by means of
a tax-free exchange offer pursuant to which Lockheed Martin stockholders were
given the opportunity to exchange shares of Lockheed Martin common stock for
shares of the Company's Common Stock, which resulted in 100% of the outstanding
shares of Common Stock being publicly traded.
The address of the Company's principal executive office is 2710 Wycliff
Road, Raleigh, North Carolina 27607, and its telephone number is (919) 781-4550.
FORWARD-LOOKING STATEMENTS
Certain statements contained or incorporated by reference in this
Prospectus or any Prospectus Supplement may contain various "forward-looking
statements" within the meaning of Section 27A of the Securities Act and Section
21E of the Exchange Act, that are based on management's belief and assumptions,
as well as information currently available to management. When used in or
incorporated by reference in this Prospectus or any Prospectus Supplement, the
words "anticipate," "estimate," "expect," and words of similar import may
identify forward-looking statements. Although the Company believes that the
expectations reflected in any such forward-looking statements are reasonable, it
can give no assurance that such expectations will prove to be correct. Investors
are cautioned that all forward-looking statements involve risks and
uncertainties, including those arising out of economic, climactic, political,
regulatory, competitive and other factors. Should one or more of these risks or
uncertainties materialize, or should underlying assumptions prove incorrect,
actual results, performance or financial conditions may vary materially from
those anticipated, estimated or expected. Among the key factors that may have a
direct bearing on the Company's results, performance or financial condition are
fluctuations in national and regional economic conditions, cyclical swings in
construction spending, the level of public funding for infrastructure, the
economic condition of the steel industry, the degree and nature of competition,
demand for the Company's services, changes in laws and regulations affecting the
Company's business, the Company's ability to complete acquisitions and integrate
the operations of acquired businesses, to expand into new markets, and to
maintain profit margins in the face of pricing pressures and other factors
referenced or incorporated by reference in this Prospectus or any Prospectus
Supplement. GIVEN SUCH UNCERTAINTIES, PROSPECTIVE INVESTORS ARE CAUTIONED NOT TO
PLACE UNDUE RELIANCE ON SUCH FORWARD-LOOKING STATEMENTS. The Company disclaims
any obligation to update any such factors or to publicly announce the results of
any revisions to any of the forward-looking statements contained or incorporated
by reference in this Prospectus or any Prospectus Supplement to reflect future
events or developments.
4
<PAGE> 15
USE OF PROCEEDS
Except as otherwise provided in the applicable Prospectus Supplement, the
net proceeds from the sale of the Debt Securities offered by the Company will be
added to the general funds of the Company and will be available for the general
corporate purposes of the Company, which may include but are not limited to
repayment of indebtedness, working capital, capital expenditures and
acquisitions.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratio of earnings to fixed charges of
the Company for each of the periods indicated.
<TABLE>
<CAPTION>
SIX MONTHS
ENDED
YEARS ENDED DECEMBER 31,(2) JUNE 30,
------------------------------------- -------------
1992 1993 1994 1995 1996 1996 1997
----- ----- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C>
Ratio of Earnings to Fixed Charges(1)... 22.37 16.57 12.39 10.16 11.12 8.26 10.08
</TABLE>
- ---------------
(1) The ratio of earnings to fixed charges has been computed by dividing
earnings and fixed charges, excluding capitalized interest, by fixed
charges. For purposes of this ratio, "earnings" consist of earnings before
taxes on income, net extraordinary item and net cumulative effect of
accounting changes, adjusted for undistributed earnings of
less-than-fifty-percent-owned affiliates. "Fixed charges" represent interest
expense relating to any indebtedness whether expensed or capitalized, as
well as such portion of rental expense as can be demonstrated to be
representative of an interest factor.
(2) The Company was incorporated in November 1993, at which time it assumed the
obligations with respect to certain indebtedness of its parent. Prior to its
incorporation, the Company was an operating division of the Martin Marietta
Corporation and its capitalization did not include significant
interest-bearing indebtedness. Accordingly, the ratio of earnings to fixed
charges may not be comparable in all periods presented.
5
<PAGE> 16
DESCRIPTION OF DEBT SECURITIES
The following description of the Debt Securities sets forth certain general
terms and provisions of the Debt Securities to which any Prospectus Supplement
may relate. The particular terms of the Debt Securities offered by any
Prospectus Supplement (the "Offered Debt Securities"), including the nature of
any variation from the following general provisions applicable to the Offered
Debt Securities, will be described in the Prospectus Supplement relating to the
Offered Debt Securities.
The Offered Debt Securities are to be issued in one or more series under an
indenture (the "Indenture") between the Company and First Union National Bank
(formerly First Union National Bank of North Carolina) as Trustee (the
"Trustee"), a copy of which indenture is filed as an exhibit to the Registration
Statement. The following summaries of certain provisions of the Indenture do not
purport to be complete and are subject to, and are qualified in their entirety
by reference to, all provisions of the Indenture, including definitions of
certain terms. Provisions of or defined terms in the Indenture that are used in
this Prospectus are incorporated by reference.
GENERAL
The Indenture does not limit the aggregate principal amount of debentures,
notes or other evidences of indebtedness that may be issued thereunder and
provides that Debt Securities may be issued in one or more series in an
aggregate principal amount which may be authorized from time to time by the
Company. The Debt Securities will be unsecured obligations of the Company and
will rank equally with all other unsecured and unsubordinated debt of the
Company. There is no requirement that future issues of debt securities of the
Company be issued under the Indenture, and the Company is free to employ other
indentures or documentation, containing provisions different from those included
in the Indenture or applicable to one or more issues of Offered Debt Securities,
in connection with future issues of such other debt securities.
Reference is made to the Prospectus Supplement for the following terms of
the Offered Debt Securities: (1) the title of the Offered Debt Securities; (2)
the price at which the Offered Debt Securities will be issued; (3) any limit on
the aggregate principal amount of the Offered Debt Securities; (4) the date or
dates (or manner of determining the same) on which the Offered Debt Securities
will mature; (5) the rate or rates (which may be fixed or variable) per annum
(or the method or methods by which such rate or rates will be determined) at
which the Offered Debt Securities will bear interest, if any, and the date or
dates from which such interest will accrue; (6) the date or dates on which such
interest will be payable and the record dates for such interest payment dates
and the basis upon which interest shall be calculated if other than that of a
360 day year of twelve 30-day months; (7) if the trustee in respect of the
Offered Debt Securities is other than the Trustee (or any successor thereto),
the identity of the trustee; (8) any mandatory or optional sinking fund or
purchase fund or analogous provision; (9) any provisions relating to the date
after which, the circumstances under which, and the price or prices at which the
Offered Debt Securities may, pursuant to any optional or mandatory redemption
provisions, be redeemed at the option of the Company or of the holder thereof
and certain other terms and provisions of such optional or mandatory redemption;
(10) if the Offered Debt Securities are denominated in other than United States
dollars, the currency or currencies (including composite currencies) in which
the Offered Debt Securities are denominated; (11) if payments of principal (and
premium, if any) or interest, if any, in respect of the Offered Debt Securities
are to be made in a currency other than United States dollars or the amounts of
such payments are to be determined with reference to an index based on a
currency or currencies other than that in which the Offered Debt Securities are
denominated, the currency or currencies (including composite currencies) or the
manner in which such amounts are to be determined, respectively; (12) if the
amount payable upon acceleration of the Offered Debt Securities is other than
the full principal amount, the portion of the principal amount payable upon
acceleration; (13) any provisions relating to the conversion of Offered Debt
Securities into Debt Securities of another series; (14) any provisions
restricting defeasance of the Offered Debt Securities; (15) if the Offered Debt
Securities will be issued, in whole or in part, in the form of one or more
temporary or permanent
6
<PAGE> 17
Global Securities, the identity of the depositary for such Global Securities;
and (16) any other terms of the Offered Debt Securities not inconsistent with
the provisions of the Indenture.
Unless otherwise indicated in the Prospectus Supplement in respect of which
this Prospectus is being delivered, principal of, premium, if any, and interest,
if any, on the Offered Debt Securities (other than Offered Debt Securities
issued as Global Securities) will be payable, and the Offered Debt Securities
(other than Offered Debt Securities issued as Global Securities) will be
exchangeable and transfers thereof will be registrable, at the office of the
Trustee and at any other office maintained at that time by the Company for such
purpose, provided that, at the option of the Company, payment of interest may be
made by check mailed to the address of the holder as it appears in the register
of the Offered Debt Securities.
Unless otherwise indicated in the Prospectus Supplement relating thereto,
the Offered Debt Securities will be issued only in fully registered form,
without coupons, in denominations of $1,000 or any integral multiple thereof.
For certain information about Debt Securities issued in global form, see
"Description of Debt Securities -- Global Securities." The Company may charge a
reasonable fee for any transfer or exchange of the Offered Debt Securities and
may require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith.
Debt Securities bearing no interest or interest at a rate that at the time
of issuance is below the prevailing market rate will be sold at a discount below
their stated principal amount. Special United States federal income tax
considerations applicable to any such discounted Debt Securities or to certain
Debt Securities issued at par which are treated as having been issued at a
discount for United States federal income tax purposes will be described in the
Prospectus Supplement in respect of which this Prospectus is being delivered, if
applicable.
Debt Securities may be issued, from time to time, with the principal amount
payable on the applicable principal payment date, or the amount of interest
payable on the applicable interest payment date, to be determined by reference
to one or more currency exchange rates, commodity prices, equity indices or
other factors. In such cases, holders of such Debt Securities may receive a
principal amount on any principal payment date, or a payment of interest on any
interest payment date, that is greater than or less than the amount of principal
or interest payable on such dates, depending upon the value on such dates of the
applicable currency, commodity, equity index or other factor. Information, if
any, as to the methods for determining the amount of principal or interest
payable on any date, the currencies, commodities, equity indices or the factors
to which the amount payable on such date is linked and certain additional tax
considerations applicable to the Offered Debt Securities will be set forth in
the Prospectus Supplement in respect of which this Prospectus is being
delivered.
The Indenture provides that the Trustee and the Paying Agent shall promptly
pay to the Company upon request any money held by them for the payment of
principal (and premium, if any) or interest that remains unclaimed for two
years. In the event the Trustee or the Paying Agent returns money to the Company
following such two-year period, Securityholders thereafter shall be entitled to
payment only from the Company, subject to all applicable escheat, abandoned
property and similar laws.
The Indenture does not limit the amount of additional unsecured
indebtedness that the Company or any of its Subsidiaries may incur. Unless
otherwise specified in the resolutions or any supplemental indenture
establishing the terms of the Offered Debt Securities, the terms of the Offered
Debt Securities or the covenants contained in the Indenture do not afford
holders of the Offered Debt Securities protection in the event of a highly
leveraged or other similar transaction involving the Company that may adversely
affect Securityholders. See "Description of Debt Securities -- Certain
Covenants."
GLOBAL SECURITIES
Debt Securities of any series may be issued in the form of one or more
Global Securities that will be deposited with a depositary (the "Depositary") or
with a nominee for a Depositary identified in the Prospectus Supplement relating
to such series. Unless and until it is exchanged in whole or in part for
7
<PAGE> 18
Debt Securities in definitive registered form, a Global Security may not be
transferred except by the Depositary to a nominee of the Depositary or by a
nominee of the Depositary to the Depositary or another nominee of the Depositary
or by the Depositary or any nominee to a successor Depositary or a nominee of
any successor.
The specific terms of the depositary arrangement with respect to any series
of Debt Securities to be represented by a Global Security will be described in
the Prospectus Supplement relating to such series. The Company, however,
anticipates that the provisions set forth below generally will apply to such
depositary arrangements.
Upon the issuance of a Global Security, the Depositary will credit, on its
book-entry registration and transfer system, the respective principal amounts of
the Debt Securities represented by such Global Security to the accounts of
persons that have accounts with such Depositary ("participants"). The accounts
to be credited shall be designated by any underwriters or agents participating
in the distribution of such Debt Securities. Ownership of beneficial interests
in a Global Security will be limited to participants or persons that hold
interests through participants. Ownership of beneficial interests in such Global
Security will be shown on, and the transfer of that ownership will be effected
only through, records maintained by the Depositary for such Global Security
(with respect to interests of participants) or by participants or persons that
hold through participants (with respect to interests of persons other than
participants).
As long as the Depositary or its nominee is the registered owner of such
Global Security, the Depositary or its nominee, as the case may be, will be
considered the sole owner or holder of the Debt Securities represented by the
Global Security for all purposes under the Indenture. Except as set forth below,
owners of beneficial interests in a Global Security will not be entitled to have
the Debt Securities represented by such Global Security registered in their
names, will not receive or be entitled to receive physical delivery of such Debt
Securities in definitive form and will not be considered the owners or holders
thereof under the Indenture.
Payments of principal (and premium, if any) and interest, if any, on Debt
Securities represented by a Global Security registered in the name of a
Depositary or its nominee will be made to such Depositary or its nominee, as the
case may be, as the registered owner of such Global Security. Neither the
Company, the Trustee nor any Paying Agent for such Debt Securities will have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests in such Global
Security or for maintaining, supervising or reviewing any records relating to
such beneficial ownership interests.
The Company expects that the Depositary for any Debt Securities represented
by a Global Security, upon receipt of any payment of principal (and premium, if
any) or interest, if any, will immediately credit participants' accounts with
payments in amounts proportionate to their respective beneficial interests in
the principal amount of such Global Security as shown on the records of the
Depositary. The Company also expects that payments by participants to owners of
beneficial interests in such Global Security held through such participants will
be governed by standing instructions and customary practices, as is now the case
with the securities held for the accounts of customers registered in "street
names" and will be the responsibility of such participants and not of the
Company, the Trustee or any Paying Agent.
If the Depositary for any Debt Securities represented by a Global Security
is at any time unwilling or unable to continue as Depositary and a successor
Depositary is not appointed by the Company within 90 days, the Company will
issue Debt Securities in definitive form in exchange for such Global Security.
In addition, the Company may at any time and in its sole discretion determine
not to have any of the Debt Securities of a series represented by one or more
Global Securities and, in such event, will issue in exchange therefor Debt
Securities of such series in registered form in the names provided by the
Depositary.
8
<PAGE> 19
AMENDMENT, SUPPLEMENT AND WAIVER
Subject to certain exceptions, the Indenture or the Debt Securities of any
series may be amended or supplemented with the written consent of the holders of
not less than a majority in principal amount of the then outstanding Debt
Securities of the affected series; provided that the Company and the Trustee may
not without the consent of the holder of each outstanding Debt Security affected
thereby (a) reduce the amount of Debt Securities of any series whose holders
must consent to an amendment, supplement or waiver, (b) reduce the rate of or
extend the time for payment of interest on any Debt Security, (c) reduce the
principal of or extend the fixed maturity of any Debt Security, (d) reduce the
portion of the principal amount of a Discounted Security payable upon
acceleration of its maturity or (e) make any Debt Security payable in money
other than that stated in the Debt Security. Any past default or compliance with
any provisions may be waived with the consent of the holders of a majority in
principal amount of the Debt Securities of the affected series, except a default
in payment of principal or interest or in respect of other provisions requiring
the consent of the holder of each such Debt Security of that series in order to
amend. Without the consent of any Securityholder, the Company and the Trustee
may amend or supplement the Indenture or the Debt Securities without notice to
cure any ambiguity, omission, defect or inconsistency, to provide for
uncertificated Debt Securities in addition to or in place of certificated Debt
Securities, to comply with the provisions of the Indenture concerning mergers,
consolidations and transfers of all or substantially all of the assets of the
Company, to appoint a trustee other than the Trustee (or any successor thereto)
as trustee in respect of one or more series of Debt Securities, or to add,
change or eliminate provisions of the Indenture as shall be necessary or
desirable in accordance with any amendment to the Trust Indenture Act of 1939.
In addition, without the consent of any Securityholder, the Company and the
Trustee may amend or supplement the Indenture or the Debt Securities to make any
change that does not materially adversely affect the rights of any
Securityholder of that series. Whenever the Company requests the Trustee to take
any action under the Indenture, including a request to amend or supplement the
Indenture without the consent of any Securityholder, the Company is required to
furnish the Trustee with an officers' certificate and an opinion of counsel to
the effect that all conditions precedent to the action have been complied with.
Without the consent of any Securityholder, the Trustee may waive compliance with
any provisions of the Indenture or the Debt Securities if the waiver does not
materially adversely affect the rights of any Securityholder.
CERTAIN COVENANTS
Unless otherwise specified in the Board Resolution or Resolutions or any
supplemental indenture establishing the terms of the Debt Securities of any
series, the terms of the Debt Securities of any series or the covenants
contained in the Indenture do not afford holders of Debt Securities protection
in the event of a highly leveraged or other similar transaction involving the
Company that may adversely affect Securityholders. If the Offered Debt
Securities contain, or a future supplemental indenture contains, covenants to
afford Securityholders protection in the event of a highly leveraged or similar
transaction, the Prospectus Supplement relating to the Offered Debt Securities
(or an applicable pricing supplement) will provide a brief description of such
protective covenants. The Indenture does not limit the amount of additional
unsecured indebtedness that the Company or any of its Subsidiaries may incur.
Certain Definitions. For purposes of the covenants included in the
Indenture, the following terms generally shall have the meanings provided below.
"Attributable Debt" for a lease means the carrying value of the capitalized
rental obligation determined under generally accepted accounting principles
whether or not such obligation is required to be shown on the balance sheet as a
long-term liability. The carrying value may be reduced by the capitalized value
of the rental obligations, calculated on the same basis, that any sublessee has
for all or part of the same property. "Attributable Debt" does not include any
obligation to make payments arising from the transfer of tax benefits under the
Economic Recovery Tax Act of 1981 (as it may from time to time be amended, or
any successor statute) to the extent such obligation is offset by or conditioned
upon receipt of payments from another person.
9
<PAGE> 20
"Capital Expenditures" means, for any period, any expenditures of the
Company or its Subsidiaries during such period that, in conformity with
generally accepted accounting principles consistently applied, are required to
be included in fixed asset accounts as reflected in the consolidated balance
sheet of the Company and its Subsidiaries.
"Consolidated Net Tangible Assets" means total assets less (1) total
current liabilities (excluding any Debt which, at the option of the borrower, is
renewable or extendable to a term exceeding 12 months and which is included in
current liabilities and further excluding any deferred income taxes which are
included in current liabilities) and (2) goodwill, patents and trademarks, all
as stated on the Company's most recent consolidated balance sheet preceding the
date of determination.
"Debt" means any debt for borrowed money which would appear on the balance
sheet as a liability or any guarantee of such a debt and includes purchase money
obligations. "Debt" does not include any obligation to make payments arising
from the transfer of tax benefits under the Economic Recovery Tax Act of 1981
(as it may from time to time be amended, or any successor statute) to the extent
such obligation is offset by or conditioned upon receipt of payments from
another person.
"Lien" means any mortgage, pledge, security interest or lien. "Lien" does
not include any obligation arising from the transfer of tax benefits under the
Economic Recovery Tax Act of 1981 (as it may from time to time be amended, or
any successor statute) to the extent such obligation is offset by or conditioned
upon receipt of payments from another person.
"Long-Term Debt" means Debt that by its terms matures on a date more than
12 months after the date it was created or Debt that the obligor may extend or
renew without the obligee's consent to a date more than 12 months after the Debt
was created.
"Principal Property" means, as to any particular series of Debt Securities,
any mining and quarrying or manufacturing facility located in the United States
and owned by the Company or by one or more Restricted Subsidiaries from the date
Debt Securities of that series are first issued and which has, as of the date
the Lien is incurred, a net book value (after deduction of depreciation and
other similar charges) greater than 3% of Consolidated Net Tangible Assets,
except (1) any such facility or property which is financed by obligations of any
State, political subdivision of any State or the District of Columbia under
terms which permit the interest payable to the holders of the obligations to be
excluded from gross income as a result of the plant, facility or property
satisfying the conditions of Section 103(b)(4)(C), (D), (E), (F) or (H) or
Section 103(b)(6) of the Internal Revenue Code of 1954 or Section 142(a) or
Section 144(a) of the Internal Revenue Code of 1986, or of any successors to
such provisions, or (2) any such facility or property which, in the opinion of
the Board of Directors of the Company, is not of material importance to the
total business conducted by the Company and its Subsidiaries taken as a whole.
However, the chief executive officer or chief financial officer of the Company
may at any time declare any mining and quarrying or manufacturing facility or
other property to be a Principal Property by delivering a certificate to that
effect to the Trustee.
"Restricted Property" means, as to any particular series of Debt
Securities, any Principal Property, any Debt of a Restricted Subsidiary owned by
the Company or a Restricted Subsidiary on the date Debt Securities of that
series are first issued or secured by a Principal Property (including any
property received upon a conversion or exchange of such debt), or any shares of
stock of a Restricted Subsidiary owned by the Company or a Restricted Subsidiary
(including any property or shares received upon a conversion, stock split or
other distribution with respect to the ownership of such stock).
"Restricted Subsidiary" means a Subsidiary that has substantially all its
assets located in, or carries on substantially all its business in, the United
States and that owns a Principal Property. Notwithstanding the preceding
sentence, a Subsidiary shall not be a Restricted Subsidiary during such period
of time as it has shares of capital stock registered under the Exchange Act or
it files reports and other information with the Commission pursuant to Section
13 or 15(d) of the Exchange Act.
"Subsidiary" means a corporation a majority of the Voting Stock of which is
owned by the Company and/or one or more Subsidiaries.
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<PAGE> 21
"Voting Stock" means capital stock having voting power under ordinary
circumstances to elect directors.
Limitations on Liens. Unless otherwise specified in the Prospectus
Supplement in respect of which this Prospectus is being delivered and subject to
the following three sentences, the Company will not, and will not permit any
Restricted Subsidiary to, as security for any Debt, incur a Lien on any
Restricted Property, unless the Company or such Restricted Subsidiary secures or
causes to be secured any outstanding Debt Securities equally and ratably with
all Debt secured by such Lien. The Lien may equally and ratably secure such Debt
Securities and any other obligations of the Company or its Subsidiaries that are
not subordinated to any outstanding Debt Securities. This restriction will not
apply to, among other things, certain Liens (i) existing at the time a
corporation becomes a Restricted Subsidiary; (ii) existing at the time of the
acquisition of the Restricted Property or incurred to finance all or some of the
purchase price or cost of construction, provided that the Lien may not extend to
any other Restricted Property (other than unimproved real property) owned by the
Company or any of its Restricted Subsidiaries at the time the property is
acquired or the Lien is incurred and provided further that the Lien may not be
incurred more than one year after the later of the acquisition, completion of
construction or commencement of full operation of the property; (iii) in favor
of the Company or another Restricted Subsidiary; (iv) existing at the time a
corporation merges into or consolidates with the Company or a Restricted
Subsidiary or transfers or leases all or substantially all its assets to the
Company or a Restricted Subsidiary; or (v) in favor of a government or
governmental entity that secure payment pursuant to a contract, subcontract,
statute or regulation, secure Debt guaranteed by the government or governmental
agency, secure Debt incurred to finance all or some of the purchase price or
cost of construction of goods, products or facilities produced under contract or
subcontract for the government or governmental entity, or secure Debt incurred
to finance all or some of the purchase price or cost of construction of the
property subject to the Lien. In addition and notwithstanding the foregoing
restrictions, the Company and any of its Restricted Subsidiaries may, without
securing the Debt Securities, incur a Lien that otherwise would be subject to
the restrictions, provided that after giving effect to such Lien the aggregate
amount of all Debt secured by Liens that otherwise would be prohibited plus all
Attributable Debt in respect of sale-leaseback transactions that otherwise would
be prohibited by the covenant limiting sale-leaseback transactions described
below would not exceed 10% of Consolidated Net Tangible Assets.
Limitations on Sale-Leaseback Transactions. Unless otherwise specified in
the Prospectus Supplement in respect of which this Prospectus is being delivered
and subject to the following two sentences, the Company will not, and will not
permit any Restricted Subsidiary to, sell or transfer a Principal Property and
contemporaneously lease it back, except a lease for a period (including
extensions or renewals at the option of the Company or the Restricted
Subsidiary) of three years or less. Notwithstanding the foregoing restriction,
the Company or any Restricted Subsidiary may sell a Principal Property and lease
it back for a longer period if (i) the lease is between the Company and a
Restricted Subsidiary or between Restricted Subsidiaries; (ii) the Company or
such Restricted Subsidiary would be entitled, pursuant to the provisions set
forth above under the caption "Limitations on Liens," to create a Lien on the
property to be leased securing Debt in an amount at least equal in amount to the
Attributable Debt (as hereinafter defined) in respect of the sale-leaseback
transaction without equally and ratably securing the outstanding Debt
Securities; (iii) the Company owns or acquires other property which will be made
a Principal Property and is determined by the Board of Directors of the Company
to have a fair value equal to or greater than the Attributable Debt incurred;
(iv) within 270 days the Company makes Capital Expenditures with respect to a
Principal Property in an amount at least equal to the amount of the Attributable
Debt; or (v) the Company or a Restricted Subsidiary makes an optional prepayment
in cash of its Debt or capital lease obligations at least equal in amount to the
Attributable Debt for the lease, the prepayment is made within 270 days, the
Debt prepaid is not owned by the Company or a Restricted Subsidiary, the Debt
prepaid is not subordinated to any of the Debt Securities, and the Debt prepaid
was Long-Term Debt or capital lease obligations at the time it was created. In
addition and notwithstanding the foregoing restrictions, the Company and any of
its Restricted Subsidiaries may, without securing the Debt Securities, enter
into a sale-leaseback transaction that otherwise would be subject to the
restrictions, provided that after giving effect to such sale-leaseback
transaction the aggregate amount of all Debt
11
<PAGE> 22
secured by Liens that otherwise would be prohibited by the covenant limiting
Liens described above plus all Attributable Debt in respect of sale-leaseback
transactions that otherwise would be prohibited would not exceed 10% of
Consolidated Net Tangible Assets.
Consolidation, Merger, Sale of Assets. The Company shall not consolidate
with or merge into, or transfer all or substantially all of its assets to,
another corporation unless (1) the resulting, surviving or transferee
corporation assumes by supplemental indenture all of the obligations of the
Company under the Debt Securities and the Indenture, (2) immediately after
giving effect to the transaction no Event of Default, and no event that, after
notice or lapse of time or both, would become an Event of Default, shall have
happened and be continuing, and (3) the Company shall have delivered an
officers' certificate and an opinion of counsel each stating that the
consolidation, merger or transfer and the supplemental indenture comply with the
Indenture.
When a successor corporation, trustee, paying, agent or registrar assumes
all of the obligations of its predecessor under the Debt Securities and the
Indenture, the predecessor will be released from those obligations.
DEFAULT AND REMEDIES
An Event of Default under the Indenture in respect of any series of Debt
Securities is: default for 30 days in payment of interest on the Debt Securities
of that series; default in payment of principal on the Debt Securities of that
series; failure by the Company for 90 days after notice to it to comply with any
of its other agreements in the Indenture for the benefit of holders of Debt
Securities of that series; certain events of bankruptcy or insolvency; and any
other Event of Default specifically provided for by the terms of such series, as
described in the related Prospectus Supplement.
If an Event of Default occurs and is continuing, the Trustee or the holders
of at least 25% in principal amount of the outstanding Debt Securities of the
affected series may declare the Debt Securities of that series to be due and
payable immediately, but under certain conditions such acceleration may be
rescinded by the holders of a majority in principal amount of the outstanding
Debt Securities of the affected series. No holder of Debt Securities may pursue
any remedy against the Company under the Indenture (other than with respect to
the right to receive payment of principal (and premium, if any) or interest, if
any) unless such holder previously shall have given to the Trustee written
notice of default and unless the holders of at least 25% in principal amount of
the Debt Securities of the affected series shall have requested the Trustee to
pursue the remedy and shall have offered the Trustee indemnity satisfactory to
it, the Trustee shall not have complied with the request within 60 days of
receipt of the request and the offer of indemnity, and the Trustee shall not
have received direction inconsistent with the request during such 60-day period
from the holders of a majority in principal amount of the Debt Securities of the
affected series.
Securityholders may not enforce the Indenture or the Debt Securities except
as provided in the Indenture. The Trustee may refuse to enforce the Indenture or
the Debt Securities unless it receives indemnity satisfactory to it from the
Company or, under certain circumstances, the holders of Debt Securities seeking
to direct the Trustee to take certain actions under the Indenture against any
loss, liability or expense. Subject to certain limitations, holders of a
majority in principal amount of the Debt Securities of any series may direct the
Trustee in its exercise of any trust or power under the Indenture in respect of
that series. The Indenture provides that the Trustee will give to the holders of
Debt Securities of any particular series notice of all defaults known to it,
within 90 days after the occurrence of any default with respect to such Debt
Securities, unless the default shall have been cured or waived. The Trustee may
withhold from Security holders notice of any continuing default (except a
default in payment of principal or interest) if it determines in good faith that
withholding such notice is in the interests of such holders. The Company is
required annually to certify to the Trustee as to the compliance by the Company
with all conditions and covenants under the Indenture and the absence of a
default thereunder, or as to any such default that existed.
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<PAGE> 23
A director, officer, employee or stockholder, as such, of the Company shall
not have any liability for any obligations of the Company under the Debt
Securities or the Indenture or for any claim based on, in respect of, or by
reason of such obligations or their creation. By accepting a Debt Security, each
Securityholder waives and releases all such claims and liability. This waiver
and release are part of the consideration for the issue of the Debt Securities.
DEFEASANCE
The Indenture provides, unless such provision is made inapplicable to the
Debt Securities of any series issued pursuant to the Indenture, that the Company
may, subject to certain conditions described below, discharge its indebtedness
and its obligations or certain of its obligations under the Indenture in respect
of Debt Securities of a series by depositing funds or, in the case of Debt
Securities payable in United States dollars, U.S. Government Obligations (as
defined in the Indenture), or Debt Securities of the same series with the
Trustee. The Indenture provides that (1) the Company will be discharged from any
obligation to comply with certain restrictive covenants of the Indenture and
certain other obligations under the Indenture and any noncompliance with such
obligations shall not be an Event of Default in respect of the series of Debt
Securities or (2) provided that 91 days have passed from the date of the deposit
referred to below and certain specified Events of Default have not occurred, the
Company will be discharged from any and all obligations in respect of the series
of Debt Securities (except for certain obligations, including obligations to
register the transfer and exchange of the Debt Securities of such series, to
replace mutilated, destroyed, lost or stolen Debt Securities of such series, to
maintain paying agencies and to cause money to be held in trust), in either case
upon the deposit with the Trustee, in trust, of money, Debt Securities of the
same series, and/or U.S. Government Obligations that, through the payment of
interest and principal in accordance with their terms, will provide money in an
amount sufficient to pay the principal of and each installment of interest on
the series of Debt Securities on the date when such payments become due in
accordance with the terms of the Indenture and the series of Debt Securities. In
the event of any such defeasance under clause (1) above, the obligations of the
Company under the Indenture and the Debt Securities of the affected series,
other than with respect to the covenants relating to limitations on liens and
sale-leaseback transactions and reporting thereon, and covenants relating to
consolidations, mergers and transfers of all or substantially all of the assets
of the Company, shall remain in full force and effect. In the event of
defeasance and discharge under clause (2) above, the holders of Debt Securities
of the affected series are entitled to payment only from the trust fund created
by such deposit for payment. In the case of the Company's discharge from any and
all obligations in respect of a series of Debt Securities as described in clause
(2) above, the trust may be established only if, among other things, the Company
shall have delivered to the Trustee an opinion of counsel to the effect that, if
the subject Debt Securities are then listed on a national securities exchange,
such deposit, defeasance or discharge will not cause the Debt Securities to be
delisted. For federal income tax purposes, defeasance and discharge under clause
(2) above may cause holders of the Debt Securities to recognize gain or loss in
an amount equal to the difference between the fair market value of the
obligations of the trust to the holder and such holder's tax basis in the Debt
Securities. Prospective purchasers should consult their tax advisors as to the
possible tax effects of such a defeasance and discharge.
Pursuant to the escrow trust agreements that the Company may execute in
connection with the defeasance of all or certain of its obligations under the
Indenture as provided above, the Company from time to time may elect to
substitute U.S. Government Obligations or Debt Securities of the same series for
any or all of the U.S. Government Obligations deposited with the Trustee;
provided that the money, U.S. Government Obligations, and/or Debt Securities of
the same series in trust following such substitution or substitutions will be
sufficient, through the payment of interest and principal in accordance with
their terms, to pay the principal of and each installment of interest on the
series of Debt Securities on the date when such payments become due in
accordance with the terms of the Indenture and the series of Debt Securities.
The escrow trust agreements also may enable the Company (1) to direct the
Trustee to invest any money received by the Trustee on the U.S. Government
Obligations comprising the trust in additional U.S. Government Obligations, and
(2) to withdraw monies or U.S. Government Obligations
13
<PAGE> 24
from the trust from time to time; provided that the money and/or U.S. Government
Obligations in trust following such withdrawal will be sufficient, through the
payment of interest and principal in accordance with their terms, to pay the
principal of and each installment of interest on the series of Debt Securities
on the date when such payments become due in accordance with the terms of the
Indenture and the series of Debt Securities.
GOVERNING LAW
The Debt Securities and the Indenture will be governed by the laws of the
State of New York.
TRUSTEE
First Union National Bank from time to time performs other services for the
Company in the normal course of business.
ADDITIONAL INFORMATION
The Indenture is an exhibit to the Registration Statement of which this
Prospectus is a part. Any person who receives this Prospectus may obtain a copy
of the Indenture without charge by writing to the Company at the address listed
under the caption "Incorporation of Certain Information by Reference."
PLAN OF DISTRIBUTION
The Company may sell the Debt Securities offered hereby to or through
underwriters or dealers, and also may sell Debt Securities through agents,
directly to purchasers, or through a combination of any such methods of sale.
The distribution of the Debt Securities may be effected from time to time in one
or more transactions at a fixed price or prices, which may be changed, at market
prices prevailing at the time of sale, at prices related to such prevailing
market prices or at negotiated prices.
The Debt Securities may be offered to the public either through
underwriting syndicates represented by one or more managing underwriters or
directly by one or more of such firms. Unless otherwise set forth in a
Prospectus Supplement, the obligations of underwriters or dealers to purchase
the Debt Securities will be subject to certain conditions precedent, and the
underwriters or dealers will be obligated to purchase all the Debt Securities
offered if any are purchased.
In connection with the sale of Debt Securities, underwriters may receive
compensation from the Company or from purchasers of Debt Securities for whom
they may act as agents in the form of discounts, concessions or commissions.
Underwriters may sell Debt Securities to or through dealers, and such dealers
may receive compensation in the form of discounts, concessions or commissions
from the underwriters and/or commissions from the purchasers for whom they may
act as agents. Underwriters, dealers and agents that participate in the
distribution of Debt Securities may be deemed to be underwriters, and any
discounts or commissions received by them from the Company, and any profit on
the resale of Debt Securities by them, may be deemed to be underwriting
discounts and commissions under the Securities Act. Any such underwriter or
agent will be identified, and any such compensation received from the Company
will be described, in the Prospectus Supplement. Any initial public offering
price and any discounts or concessions allowed or reallowed or paid by
underwriters or dealers to other dealers may be changed from time to time.
If so indicated in a Prospectus Supplement, the Company will authorize
underwriters, dealers or agents to solicit offers by certain specified
institutions to purchase Debt Securities from the Company at the public offering
price set forth in the Prospectus Supplement pursuant to delayed delivery
contracts providing for payment and delivery on a specified date in the future.
Institutions with which such contracts may be made include commercial and
savings banks, insurance companies, pension funds, investment companies,
educational and charitable institutions and others, but in all cases, such
institutions must be approved by the Company. The obligations of any purchaser
under any such contract will be subject to the condition that the purchase of
the Debt Securities shall not at the time of delivery be
14
<PAGE> 25
prohibited under the laws of the jurisdiction to which such purchaser is
subject. Such contracts will be subject to any conditions set forth in the
Prospectus Supplement, and the Prospectus Supplement will set forth the
commission payable for solicitation of such contracts. The underwriters and
other persons soliciting such contracts will have no responsibility for the
validity or performance of any such contracts.
The Debt Securities will be a new issue of securities with no established
trading market. Underwriters and agents to whom such Debt Securities are sold by
the Company for public offering and sale may make a market in such Debt
Securities, but such underwriters and agents will not be obligated to do so and
may discontinue any market making at any time without notice. No assurance can
be given as to the liquidity of the trading market for such Debt Securities.
Underwriters, dealers and agents may be entitled under agreements entered
into with the Company to indemnification by the Company against certain civil
liabilities, including liabilities under the Securities Act, or to contribution
by the Company to payments they may be required to make in respect thereof. The
terms and conditions of such indemnification will be described in the applicable
Prospectus Supplement. Underwriters, dealers and agents may be customers of,
engage in transactions with, or perform services for the Company in the ordinary
course of business.
LEGAL MATTERS
Certain legal matters with respect to the issuance of the Debt Securities
offered hereby will be passed upon for the Company by Willkie Farr & Gallagher,
One Citicorp Center, 153 East 53rd Street, New York, New York. Certain legal
matters will be passed upon for the underwriters or agents, if any, by Robinson,
Bradshaw & Hinson, P.A., 101 North Tryon Street, Suite 1900, Charlotte, North
Carolina. Richard A. Vinroot, a shareholder of Robinson, Bradshaw & Hinson,
P.A., is a director of the Company. Robinson, Bradshaw & Hinson regularly
provides certain legal services to the Company, and certain members of the firm
beneficially owned approximately 469 shares of the Company's Common Stock as of
the date of this Prospectus.
EXPERTS
The consolidated financial statements of the Company incorporated by
reference in the Company's Annual Report on Form 10-K for the year ended
December 31, 1996 have been audited by Ernst & Young LLP, independent auditors,
as set forth in their report thereon included therein and incorporated herein by
reference in reliance upon such report given upon the authority of such firm as
experts in accounting and auditing.
The financial statements of the Dravo Basic Materials Company, Inc. and
subsidiaries have been audited by KPMG Peat Marwick LLP, independent auditors,
as indicated in their report, which is incorporated herein by reference, and has
been so incorporated herein in reliance upon the authority of said firm as
experts in auditing and accounting. The report of KPMG Peat Marwick LLP refers
to the prescribed change in the method of accounting for postemployment benefits
in 1994.
The financial statements of American Aggregates Corporation and subsidiary
incorporated by reference in this Prospectus have been audited by Deloitte &
Touche LLP, independent auditors, as indicated in their report, which is
incorporated herein by reference, and has been so incorporated in reliance upon
the authority of said firm as experts in auditing and accounting.
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NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS SUPPLEMENT OR THE
PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS PROSPECTUS SUPPLEMENT AND THE
PROSPECTUS DO NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO
BUY ANY SECURITIES OTHER THAN THE SECURITIES DESCRIBED IN THIS PROSPECTUS
SUPPLEMENT OR AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SUCH
SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL.
NEITHER THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS NOR ANY
SALE MADE HEREUNDER OR THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE
THE DATE HEREOF OR THAT THE INFORMATION CONTAINED HEREIN OR THEREIN IS CORRECT
AS OF ANY TIME SUBSEQUENT TO ITS DATE.
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
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<S> <C>
PROSPECTUS SUPPLEMENT
Use of Proceeds....................... S-2
Capitalization........................ S-3
Selected Financial Data............... S-4
Recent Developments................... S-6
Business.............................. S-6
Forward-Looking Statements............ S-7
Description of Notes.................. S-8
Underwriting.......................... S-10
PROSPECTUS
Available Information................. 2
Incorporation of Certain Documents by
Reference........................... 2
The Company........................... 4
Forward-Looking Statements............ 4
Use of Proceeds....................... 5
Ratio of Earnings to Fixed Charges.... 5
Description of Debt Securities........ 6
Plan of Distribution.................. 14
Legal Matters......................... 15
Experts............................... 15
</TABLE>
======================================================
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$125,000,000
MARTIN MARIETTA
MATERIALS, INC.
6.90% NOTES DUE
AUGUST 15, 2007
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[MARTIN MARIETTA MATERIALS LOGO]
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GOLDMAN, SACHS & CO.
J.P. MORGAN & CO.
MORGAN STANLEY DEAN WITTER
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