MARTIN MARIETTA MATERIALS INC
8-K, 1999-02-02
MINING & QUARRYING OF NONMETALLIC MINERALS (NO FUELS)
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<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   -----------

                                    FORM 8-K

                                 CURRENT REPORT

     PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934




Date of report (Date of earliest event reported)  January 26, 1999
                                                ------------------



                        MARTIN MARIETTA MATERIALS, INC. 
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)



       North Carolina               1-12744                      56-1848578
- --------------------------------------------------------------------------------
(State or other jurisdiction      (Commission                  (IRS Employer
       of incorporation)          File Number)              Identification No.)



             2710 Wycliff Road, Raleigh, North Carolina 27607-3033
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                    (Address of principal executive offices)



Registrant's telephone number, including area code (919) 781-4550
                                                   --------------


                                 NOT APPLICABLE
- --------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)



<PAGE>   2


ITEM 5. OTHER EVENTS

         On January 26, 1999, the Company disseminated the press release
attached as Exhibit 99.1 hereto, which exhibit is hereby incorporated by
reference as the Company's response to this Item 5.

ITEM 7. EXHIBITS

         Exhibit 99.1    Press Release dated January 26, 1999




                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf of the
undersigned hereunto duly authorized.


                                        MARTIN MARIETTA MATERIALS, INC.
                                        (Registrant)



Date:  February 2, 1999                 By: /s/  Bruce A. Deerson      
                                            ------------------------------------
                                            Vice President and General Counsel


<PAGE>   3


                                  EXHIBIT INDEX


99.1           Press Release dated January 26, 1999




<PAGE>   1


MARTIN MARIETTA MATERIALS [logo]

P.O. Box 30013                                                      NEWS RELEASE
Raleigh, North Carolina 27622
Telephone: (919) 781-4550

FOR IMMEDIATE RELEASE            Contact: Janice K. Henry
                                          Senior Vice President, Chief Financial
                                          Officer and Treasurer
                                          (919) 783-4658
                                          www.martinmarietta.com


                         MARTIN MARIETTA MATERIALS, INC.
                ANNOUNCES RECORD FOURTH QUARTER AND 1998 RESULTS
                                ---------------
                          NET SALES EXCEEDED $1 BILLION

RALEIGH, North Carolina (January 26, 1999) - Martin Marietta Materials, Inc.
(NYSE:MLM) today reported record fourth quarter and full-year 1998 sales and
earnings. For the quarter, sales of $281.0 million increased 18 percent over the
prior-year period, while net earnings of $30.7 million rose 34 percent. Earnings
per share were $0.66 on a diluted basis, compared with $0.50 in the prior-year
period.

         For the full year 1998, sales were $1.058 billion, an increase of 17
percent over sales of $900.9 million in the prior year. Earnings from operations
rose to $196.6 million, up 21 percent, while net earnings rose 17 percent to
$115.6 million. Earnings per share improved to $2.48 per diluted share versus
$2.13 in the prior year.

         Commenting on the results, Stephen P. Zelnak, Jr., Chairman and Chief
Executive Officer, stated, "Nineteen ninety-eight was another record-setting
year. Excellent financial results were fueled by record aggregates shipments of
149 million tons, up 16 percent over the prior year, coupled with improved
pricing and reduced production costs for heritage operations. The increased
volume resulted primarily from the full-year impact of the American Aggregates
acquisition, consummated in May 1997, together with our additional smaller
acquisitions in 1997 and 1998.

         "The strong earnings growth was particularly notable for the fourth
quarter and the year as both were reduced by 3 cents per share, due to a $1.9
million write-down associated with the closure of an oyster shell calcium
grinding facility in Alabama.

                                     -MORE-
<PAGE>   2

MLM Announces Record Year-end Results
Page 2
January 26, 1999
- --------------------------------------------------------------------------------

         "Martin Marietta completed ten acquisitions during 1998, including
significant expansion into the western United States. The Redland Stone Products
acquisition, consummated December 4, 1998, makes us the leading aggregates and
asphalt producer in Texas. Coupled with the initial investment in Meridian
Aggregates Company, made in October 1998, Martin Marietta has become a leading
aggregates producer in both the southwest and western half of the United States.

         "The Magnesia Specialties division struggled in 1998, as increasing
worldwide pressures affected all of its product areas. After a strong first half
of the year, the refractories and lime businesses experienced increased
competitive pressures and declining sales as foreign imports flooded the United
States' steel market. The strength of our Aggregates business more than made up
for the difficult environment for Magnesia Specialties."

         The Aggregates division reported record financial results for the
quarter and year. For the quarter, sales increased 22 percent to $249.6 million
from the prior-year period, while operating earnings rose 35 percent to $48.7
million. For the year, sales of $920.8 million exceeded the prior year by 21
percent, while operating earnings of $184.7 million were up 24 percent.
Increases in Aggregates' 1998 results are particularly significant given that
they were achieved despite winter losses from American Aggregates that were not
a part of 1997 results, due to the mid-year acquisition date.

         Fourth-quarter sales for Magnesia Specialties decreased 10 percent to
$31.4 million. The division's fourth-quarter operating earnings were $1.7
million, a decrease of 56 percent. For the year, sales decreased 2 percent to
$137 million, while operating earnings declined 14 percent to $11.9 million.

         "Looking ahead to 1999, we expect strength in our Aggregates business
and continued weaknesses in Magnesia Specialties," Zelnak concluded.

         Martin Marietta Materials is the nation's second largest producer of
construction aggregates and a leading producer of magnesia-based chemicals and
refractory products used in a wide variety of industries.


                                     -MORE-
<PAGE>   3

MLM Announces Record Year-end Results
Page 3
January 26, 1999
- --------------------------------------------------------------------------------


                         MARTIN MARIETTA MATERIALS, INC.
                              STATEMENT OF EARNINGS
                     (In millions, except per share amounts)

<TABLE>
<CAPTION>
                                                   THREE MONTHS ENDED                 YEAR ENDED 
                                                       DECEMBER 31,                   DECEMBER 31,    
                                                 ------------------------    -------------------------
                                                   1998           1997          1998           1997
                                                 ---------     ----------    -----------     ---------
<S>                                              <C>           <C>           <C>             <C>      
Net sales                                        $   281.0     $   238.8     $   1,057.7     $   900.9
Cost of sales                                        207.9         179.1           776.1         665.6
                                                 ---------     ---------     -----------     ---------
    Gross profit                                      73.1          59.7           281.6         235.3

Selling, general and administrative expense           22.1          18.6            82.0          69.1
Research and development                               0.6           1.1             3.0           3.4
                                                 ---------     ---------     -----------     ---------
    Earnings from operations                          50.4          40.0           196.6         162.8
Interest expense                                      (6.7)         (5.5)          (23.8)        (16.9)
Other income and expenses, net                         1.3           0.1             1.3           5.3

    Earnings before taxes on income                   45.0          34.6           174.1         151.2
Taxes on income                                       14.3          11.7            58.5          52.7
                                                 ---------     ---------     -----------     ---------
    Net earnings                                 $    30.7     $    22.9     $     115.6     $    98.5
                                                 =========     =========     ===========     =========

Net earnings per share:
    Basic                                        $    0.66     $    0.50     $      2.49     $    2.14
                                                 =========     =========     ===========     =========
    Diluted                                      $    0.66     $    0.50     $      2.48     $    2.13
                                                 =========     =========     ===========     =========

Average number of shares outstanding:
    Basic                                             46.6          46.2            46.5          46.1
    Diluted                                           46.7          46.4            46.7          46.2
</TABLE>


                                     -MORE-
<PAGE>   4

MLM Announces Record Year-end Results
Page 4
January 26, 1999
- --------------------------------------------------------------------------------


                         MARTIN MARIETTA MATERIALS, INC.
                              FINANCIAL HIGHLIGHTS
                                  (In millions)


<TABLE>
<CAPTION>
                               THREE MONTHS ENDED           YEAR ENDED 
                                   DECEMBER 31,             DECEMBER 31,    
                               --------------------    ----------------------
                                 1998        1997         1998          1997
                               --------    --------    ----------    --------
<S>                            <C>         <C>         <C>           <C>
Net sales:
    Aggregates                 $  249.6    $  203.9    $    920.8    $  760.7
    Magnesia Specialties           31.4        34.9         136.9       140.2
                               --------    --------    ----------    --------
        Total                  $  281.0    $  238.8    $  1,057.7    $  900.9
                               ========    ========    ==========    ========

Gross profit:
    Aggregates                 $   66.7    $   50.6    $    249.5    $  202.2
    Magnesia Specialties            6.4         9.1          32.1        33.1
                               --------    --------    ----------    --------
        Total                  $   73.1    $   59.7    $    281.6    $  235.3
                               ========    ========    ==========    ========

Earnings from operations:
    Aggregates                 $   48.7    $   36.2    $    184.7    $  149.0
    Magnesia Specialties            1.7         3.8          11.9        13.8
                               --------    --------    ----------    --------
        Total                  $   50.4    $   40.0    $    196.6    $  162.8
                               ========    ========    ==========    ========
</TABLE>


                                     -MORE-
<PAGE>   5

MLM Announces Record Year-end Results
Page 5
January 26, 1999
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                         MARTIN MARIETTA MATERIALS, INC.
                               BALANCE SHEET DATA
                                  (In millions)


<TABLE>
<CAPTION>
                                                            DECEMBER 31,  DECEMBER 31,
                                                                1998         1997           
                                                            ------------  ------------

<S>                                                            <C>          <C>     
Property, plant and equipment, net                             $  777.5     $  591.4

Long-term debt (excluding current maturities of long-term
    debt and commercial paper of $15.7 and $1.4 at
    December 31, 1998 and 1997, respectively)                  $  602.1     $  310.7

Shareholders' equity                                           $  667.7     $  561.8

Debt-to-capitalization ratio                                         48%          36%
</TABLE>



- --------------------------------------------------------------------------------
Investors are cautioned that statements in this press release which relate to
the future are, by their nature, uncertain and dependent upon numerous
contingencies including political, economic, regulatory, climatic, competitive,
and technological any of which could cause actual results and events to differ
materially from those indicated in such forward-looking statements. Additional
information regarding these and other risk factors and uncertainties may be
found in the Corporation's filings with the Securities and Exchange Commission.
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                                      -END-







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