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As filed with the Securities and Exchange Commission on December 17, 1999
Registration No. 33-99082
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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MARTIN MARIETTA MATERIALS, INC.
(Exact name of registrant as specified in its charter)
NORTH CAROLINA 56-1848578
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2710 WYCLIFF ROAD
RALEIGH, NORTH CAROLINA 27607
(919) 781-4550
(Address, including zip code and telephone number, including
area code, of registrant's principal executive offices)
----------------------------
BRUCE A. DEERSON
VICE PRESIDENT AND GENERAL COUNSEL
MARTIN MARIETTA MATERIALS, INC.
2710 WYCLIFF ROAD
RALEIGH, NORTH CAROLINA 27607
(919) 781-4550
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
with copies to:
MICHAEL A. SCHWARTZ STEPHEN M. LYNCH
WILLKIE FARR & GALLAGHER ROBINSON, BRADSHAW & HINSON, P.A.
787 SEVENTH AVENUE 101 NORTH TRYON STREET
NEW YORK, NEW YORK 10019-6099 SUITE 1900
(212) 728-8000 CHARLOTTE, NORTH CAROLINA 28246
(704) 377-2536
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Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this Registration Statement as
determined by market conditions.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box: [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ] ___________________
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ] _____________________
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
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DEREGISTRATION OF UNISSUED DEBT SECURITIES
Pursuant to this Post-Effective Amendment No. 1 to its Registration
Statement on Form S-3 (file No. 33-99082) filed with the Securities and Exchange
Commission on November 30, 1995, as supplemented by a Prospectus Supplement
filed with the Securities and Exchange Commission on August 4, 1997 (together,
the "Registration Statement"), Martin Marietta Materials, Inc. (the
"Registrant") deregisters up to $50,000,000 aggregate principal amount of the
Registrant's debt securities that were previously registered pursuant to Rule
415 under the Securities Act of 1933. The debt securities being deregistered
were not sold by the Registrant in the period during which the Registrant agreed
to keep the Registration Statement effective.
In accordance with the undertakings contained in Part II of the
Registration Statement, the Registrant hereby removes from registration all of
the debt securities in the principal amount of $50,000,000 that remain unsold.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable ground to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this
Post-Effective Amendment No. 1 to be signed on its behalf by the undersigned,
thereunto duly authorized, in Raleigh, North Carolina, on December 17, 1999.
MARTIN MARIETTA MATERIALS, INC.
By: /s/ Bruce A. Deerson
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Vice President and General Counsel
Pursuant to the requirement of the Securities Act of 1933, this
Post-Effective Amendment No. 1 has been signed on December 17, 1999 by the
following persons in the capacities indicated.
Signature Title Date
- --------- ----- ----
/s/ Stephen P. Zelnak, Jr. Chairman of the Board, December 17, 1999
- ----------------------------- President and Chief
Stephen P. Zelnak, Jr. Executive Officer
/s/ Janice K. Henry Senior Vice President, December 17, 1999
- ----------------------------- Chief Financial Officer
Janice K. Henry and Treasurer
/s/ Anne H. Lloyd Vice President, Controller December 17, 1999
- ----------------------------- and Chief Accounting Officer
Anne H. Lloyd
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Signature Title Date
- --------- ----- ----
/s/ Richard G. Adamson* Director December 17, 1999
- -----------------------------
Richard G. Adamson
/s/ Marcus C. Bennett* Director December 17, 1999
- -----------------------------
Marcus C. Bennett
/s/ Bobby F. Leonard* Director December 17, 1999
- -----------------------------
Bobby F. Leonard
/s/ Frank H. Menaker, Jr.* Director December 17, 1999
- -----------------------------
Frank H. Menaker, Jr.
/s/ William E. McDonald* Director December 17, 1999
- -----------------------------
William E. McDonald
/s/ James M. Reed* Director December 17, 1999
- -----------------------------
James M. Reed
/s/ William B. Sansom* Director December 17, 1999
- -----------------------------
William B. Sansom
/s/ Richard A. Vinroot* Director December 17, 1999
- -----------------------------
Richard A. Vinroot
*By Power of Attorney
/s/ Roselyn R. Bar
- -----------------------------
Roselyn R. Bar
Attorney-in-fact
