<PAGE> 1
As filed with the Securities and Exchange Commission on June 7, 1999
Registration No. 333-79039
===============================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
Amendment No. 1 to
FORM S-8
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
(Address of principal executive offices)
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Martin Marietta Materials, Inc.
Stock-Based Award Plan
(Full title of the plan)
-----------------------------
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)
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PART II
Item 8. Exhibits.
*4.1 Specimen Common Stock Certificate (incorporated by reference
to Exhibit 4.01 to the Martin Marietta Materials, Inc. Annual
Report on Form 10-K for the fiscal year ended December 31,
1994).
*4.2 Rights Agreement, dated as of October 21, 1996, between Martin
Marietta Materials, Inc., a North Carolina corporation, and
First Union National Bank of North Carolina, a North Carolina
corporation (incorporated by reference to Exhibit 1 to the
Martin Marietta Materials, Inc. Registration Statement on Form
8-A, filed October 21, 1996.)
*5. Opinion of Robinson, Bradshaw & Hinson, P.A.
*24(a)(1) Consent of Ernst & Young, LLP
24(a)(2) Consent of Ernst & Young, LLP
*24(b). Consent of Robinson, Bradshaw & Hinson, P.A. (contained in
Exhibit 5)
24(c). Consent of PricewaterhouseCoopers, LLP
*25. Powers of Attorney (reference is made to signature page).
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*Previously filed.
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below appoints Bruce A. Deerson and Roselyn R. Bar, jointly and
severally, as his true and lawful attorney-in-fact, each with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact,
jointly and severally, full power and authority to do and perform each in
connection therewith, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact,
jointly and severally, or their or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Stephen P. Zelnak, Jr. Chairman of the Board, June 7, 1999
- ----------------------------- President and Chief
Stephen P. Zelnak, Jr. Executive Officer
/s/ Janice K. Henry Senior Vice President, June 7, 1999
- ----------------------------- Chief Financial Officer
Janice K. Henry and Treasurer
/s/ Anne H. Lloyd Vice President, Controller June 7, 1999
- ----------------------------- and Chief Accounting Officer
Anne H. Lloyd
/s/ Richard G. Adamson* Director June 7, 1999
- -----------------------------
Richard G. Adamson
/s/ Marcus C. Bennett* Director June 7, 1999
- -----------------------------
Marcus C. Bennett
/s/ Bobby F. Leonard* Director June 7, 1999
- -----------------------------
Bobby F. Leonard
/s/ Frank H. Menaker, Jr.* Director June 7, 1999
- -----------------------------
Frank H. Menaker, Jr.
/s/ William E. McDonald* Director June 7, 1999
- -----------------------------
William E. McDonald
</TABLE>
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<TABLE>
<S> <C> <C>
/s/ James M. Reed* Director June 7, 1999
- -----------------------------
James M. Reed
/s/ William B. Sansom* Director June 7, 1999
- -----------------------------
William B. Sansom
/s/ Richard A. Vinroot* Director June 7, 1999
- -----------------------------
Richard A. Vinroot
*By: /s/ Roselyn R. Bar
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Roselyn R. Bar
Attorney-in-Fact
</TABLE>
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Raleigh, North Carolina.
MARTIN MARIETTA MATERIALS, INC.
Dated: June 7, 1999
By: /s/ Bruce A. Deerson
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Bruce A. Deerson
Vice President and General Counsel
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INDEX TO EXHIBITS
Item No. Description of Item Page
-------- ------------------- ----
*4.1 Specimen Common Stock Certificate (incorporated by reference
to Exhibit 4.01 to the Martin Marietta Materials, Inc. Annual
Report on Form 10-K for the fiscal year ended December 31,
1994).
*4.2 Rights Agreement, dated as of October 21, 1996, between Martin
Marietta Materials, Inc., a North Carolina corporation, and
First Union National Bank of North Carolina, a North Carolina
corporation (incorporated by reference to Exhibit 1 to the
Martin Marietta Materials, Inc. Registration Statement on Form
8-A, filed October 21, 1996.)
*5 Opinion of Robinson, Bradshaw & Hinson, P.A.
*24(a)(1) Consent of Ernst & Young, LLP
24(a)(2) Consent of Ernst & Young, LLP
*24(b) Consent of Robinson, Bradshaw & Hinson, P.A. (See Exhibit 5)
24(c) Consent of PricewaterhouseCoopers, LLP
*25 Powers of Attorney
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*Previously filed.
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Exhibit 24(a)(2)
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm and to the use of our report dated
January 25, 1999, in Amendment No. 1 to the Registration Statement (Form S-8
No. 333-79039) for the Registration of 5,000,000 shares of its common stock.
Ernst & Young LLP
June 1, 1999
<PAGE> 1
Consent of Independent Accountants
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Martin Marietta Materials, Inc. of our report dated
July 30, 1998 relating to the consolidated financial statements of Redland
Stone Products Company, which appears in the Current Report on Form 8-K/A of
Martin Marietta Materials, Inc. dated February 15, 1999.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
June 2, 1999
