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Filed Pursuant to Rule No. 424(b)(3)
Under the Securities Act of 1933, as amended.
Registration Statement No. 333-61454.
MARTIN MARIETTA MATERIALS, INC.
OFFER TO EXCHANGE
ALL OUTSTANDING 6 7/8% NOTES DUE APRIL 1, 2011
($250,000,000 AGGREGATE PRINCIPAL AMOUNT OUTSTANDING)
FOR
6 7/8% NOTES DUE APRIL 1, 2011
REGISTERED UNDER THE SECURITIES ACT OF 1933
OF
MARTIN MARIETTA MATERIALS, INC.
TERMS OF EXCHANGE OFFER
- Expires 5:00 p.m., New York City time, July 9, 2001, unless
extended
- Not subject to any condition other than that the Exchange
Offer not violate applicable law or any applicable
interpretation of the Staff of the Securities and Exchange
Commission
- All outstanding notes that are validly tendered and not
validly withdrawn will be exchanged
- Tenders of outstanding notes may be withdrawn any time prior
to 5:00 p.m. on the business day prior to expiration of the
Exchange Offer
- The exchange of notes will not be a taxable exchange for
United States federal income tax purposes
- We will not receive any proceeds from the Exchange Offer
- The terms of the notes to be issued are substantially
identical to the outstanding notes, except for certain
transfer restrictions and registration rights relating to the
outstanding notes
- The notes to be issued will not be listed on any securities
exchange
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CONSIDER CAREFULLY THE "RISK FACTORS" BEGINNING ON PAGE 10 OF THIS
PROSPECTUS
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THE NOTES TO BE DISTRIBUTED IN THE
EXCHANGE OFFER, OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
---------------
The date of this Prospectus is June 8, 2001
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This Exchange Offer is not being made to, nor will we accept surrenders
for exchange from, holders of outstanding notes in any jurisdiction in which
this Exchange Offer or the acceptance thereof would not be in compliance with
the Securities or Blue Sky laws of such jurisdiction
TABLE OF CONTENTS
Page
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Summary....................................................................3
Risk Factors..............................................................10
Forward-Looking Statements................................................11
Ratio of Earnings to Fixed Charges........................................12
Use of Proceeds...........................................................12
Capitalization............................................................12
The Exchange Offer........................................................13
Description Of The New Notes..............................................21
Plan of Distribution......................................................31
Legal Matters.............................................................31
Experts...................................................................32
Where You Can Find More Information.......................................32
Incorporation of Certain Documents by Reference...........................32
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SUMMARY
This Summary may not contain all the information that may be important
to you. You should read the entire Prospectus, including the financial data and
related notes, before making an investment decision. The terms the "Company,"
"our company" and "we" as used in this Prospectus refer to "Martin Marietta
Materials, Inc." and its subsidiaries as a combined entity, except where it is
made clear that such term means only the parent company.
THE EXCHANGE OFFER
On March 30, 2001, we completed the private offering of $250 million of
6 7/8% Notes due 2011. We entered into a registration rights agreement with the
initial purchasers in the private offering in which we agreed, among other
things, to deliver to you this Prospectus and to complete the Exchange Offer
within 225 days of the issuance of the 6 7/8% Notes due 2011. You are entitled
to exchange in the Exchange Offer your outstanding notes for registered notes
with substantially identical terms. If the Exchange Offer is not completed
within 225 days of the issuance of the 6 7/8% Notes due 2011, then the interest
rates on the notes will be increased by 0.25% for the first 90 days after such
time and by an additional 0.25% thereafter, until the Exchange Offer is
completed. You should read the discussion under the headings "-Summary
Description of the New Notes" and "Description of the New Notes" for further
information regarding the registered notes.
We believe that the notes issued in the Exchange Offer may be resold by
you without compliance with the registration and prospectus delivery provisions
of the Securities Act, subject to certain conditions. You should read the
discussion under the headings "-Summary of the Terms of Exchange Offer" and "The
Exchange Offer" for further information regarding the Exchange Offer and resale
of the notes.
THE COMPANY
We are the United States' second largest producer of aggregates and
also manufacture and market magnesia-based products. Our aggregates segment
processes and sells granite, limestone and other aggregates products for use in
all sectors of the public infrastructure, industrial, commercial and residential
construction industries. Also, in recent transactions, we have acquired
asphaltic concrete, ready mixed concrete, paving construction and other
businesses which establish vertical integration that complements our aggregates
business. Through our Magnesia Specialties segment, we manufacture and market
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. As of May 1, 2001, we sold
certain of our assets in the refractories business. In 2000, our aggregates
business accounted for 90% of our total revenues and our magnesia and other
specialty products segment accounted for 10% of our total revenues.
RECENT DEVELOPMENTS
On September 6, 2000, we announced that we would purchase the remaining
interest in Meridian Aggregates Company under the terms of an investment
agreement we entered into in October 1998. The purchase, which was completed on
April 3, 2001, gave us 100% ownership of Meridian. The purchase price was
estimated to be approximately $235 million, including our original October 1998
investment of $42 million, plus normal balance sheet liabilities, but remains
subject to audited Meridian results and other purchase price adjustments.
Meridian operates 25 aggregates production facilities and seven rail-served
distribution yards in Texas, Oklahoma, Louisiana, Arkansas, Tennessee,
Minnesota, Wyoming, Colorado, Montana, Washington and California with
approximately 1.6 billion tons of mineral reserves. Meridian's revenue in 2000
was approximately $150 million on sales of over 23 million tons.
On February 23, 2001, we, through our wholly owned subsidiary, Martin
Marietta Magnesia Specialties Inc., entered into an agreement with a subsidiary
of Minerals Technologies Inc. to sell certain assets related to our refractories
business. In an accompanying manufacturing agreement, Magnesia Specialties
agreed to supply the subsidiary of Minerals Technologies with certain
refractories products out of our Manistee, Michigan plant for up to two years
following the sale. The sale of Magnesia Specialties' refractories business will
lessen the Magnesia
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Specialties division's dependence on the steel industry. Excluding refractories
products, Magnesia Specialties' sales to the steel industry would account for
43% of the division's 2000 net sales, as compared to 68% including refractories.
The sale of the refractories business closed as of May 1, 2001. During 2000, the
refractories business contributed $57.3 million to net sales.
PRINCIPAL EXECUTIVE OFFICES
Our executive offices are located at 2710 Wycliff Road, Raleigh, NC
27607-3033, telephone number (919) 781-4550.
SUMMARY OF THE TERMS OF THE EXCHANGE OFFER
The Exchange Offer relates to the exchange of up to $250 million
aggregate principal amount of outstanding notes for an equal aggregate principal
amount of new notes. The new notes will be obligations of Martin Marietta
Materials entitled to the benefits of the indenture governing the outstanding
notes. The form and terms of the new notes are identical in all material
respects to the form and terms of the outstanding notes, except that the new
notes have been registered under the Securities Act and therefore are not
entitled to the benefits of the registration rights agreement that was executed
as part of the offering of the outstanding notes. The registration rights
agreement provides for registration rights with respect to the outstanding notes
and for certain contingent increases in the interest rates of the outstanding
notes if we fail to meet certain registration obligations under the agreement.
Registration Rights Agreement........ You are entitled to exchange your notes
for registered notes with substantially
identical terms. The Exchange Offer is
intended to satisfy these rights. After
the Exchange Offer is complete, you will
no longer be entitled to any exchange or
registration rights with respect to your
notes.
The Exchange Offer................... We are offering to exchange $1,000
principal amount of 6 7/8% Notes due
2011 which have been registered under
the Securities Act for each $1,000
principal amount of our outstanding
6 7/8% Notes due 2011 which were issued
in March 2001 in a private offering. In
order to be exchanged, an outstanding
note must be properly tendered and
accepted. All outstanding notes that are
validly tendered and not validly
withdrawn will be exchanged. As of this
date there are $250 million principal
amount of notes outstanding. We will
issue new notes on or promptly after
expiration of the Exchange Offer.
Resale of the New Notes.............. Based on an interpretation by the staff
of the Commission set forth in no-action
letters issued to third parties,
including "Exxon Capital Holdings
Corporation" (available May 13, 1988),
"Morgan Stanley & Co. Incorporated"
(available June 5, 1991), "Mary Kay
Cosmetics, Inc." (available June 5,
1991) and "Warnaco, Inc." (available
October 11, 1991), we believe that the
notes issued in the Exchange Offer may
be offered for resale, resold and
otherwise transferred by you without
compliance with the registration and
prospectus delivery provisions of the
Securities Act provided that:
- the notes issued in the
Exchange Offer are being
acquired in the ordinary course
of business;
- you are not participating, do
not intend to participate, and
have no arrangement or
understanding with any person
to participate, in the
distribution of the notes
issued to you in the Exchange
Offer;
- you are not a broker-dealer who
purchased such outstanding
notes directly from us for
resale pursuant to Rule 144A or
any other available exemption
under the Securities Act; and
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- you are not an "affiliate" of
ours.
If you do not meet all of the above
conditions and you transfer any note
issued to you in the Exchange Offer
without delivering a prospectus meeting
the requirements of the Securities Act
or without an exemption from
registration of your notes from such
requirements, you may incur liability
under the Securities Act. We do not
assume or indemnify you against such
liability.
Each broker-dealer that is issued notes
in the Exchange Offer for its own
account in exchange for notes that were
acquired by such broker-dealer as a
result of market-making or other trading
activities must acknowledge that it will
deliver a prospectus meeting the
requirements of the Securities Act in
connection with any resale of the notes
issued in the Exchange Offer. The Letter
of Transmittal states that by so
acknowledging and by delivering a
prospectus, such a broker-dealer will
not be deemed to admit that it is an
"underwriter" within the meaning of the
Securities Act. A broker-dealer may use
this Prospectus for an offer to resell,
resale or other retransfer of the notes
issued to it in the Exchange Offer.
We have agreed to keep the Registration
Statement effective starting with the
time the new notes are first issued and
ending on the earlier of 180 days after
the Exchange Offer is completed or the
time when broker-dealers referred to in
the paragraph above no longer own any
old notes. We believe that no registered
holder of the outstanding notes is an
affiliate (as such term is defined in
Rule 405 of the Securities Act) of
Martin Marietta Materials. The Exchange
Offer is not being made to, nor will we
accept surrenders for exchange from,
holders of outstanding notes in any
jurisdiction in which this Exchange
Offer or the acceptance thereof would
not be in compliance with the securities
or blue sky laws of such jurisdiction.
Expiration Date...................... The Exchange Offer will expire at 5:00
p.m., New York City time, July 9, 2001,
unless we decide to extend the
expiration date.
Accrued Interest on the Exchange
Notes and the Outstanding Notes...... The new notes will bear interest from
March 30, 2001. Holders of outstanding
notes whose notes are accepted for
exchange will be deemed to have waived
the right to receive any payment of
interest on such outstanding notes
accrued from March 30, 2001 to the date
of the issuance of the new notes.
Consequently, holders who exchange their
outstanding notes for new notes will
receive the same interest payment on
October 1, 2001 (the first interest
payment date with respect to the
outstanding notes and the new notes to
be issued in the Exchange Offer) that
they would have received had they not
accepted the Exchange Offer.
Termination of the Exchange
Offer................................ We may terminate the Exchange Offer if
we determine that our ability to proceed
with the Exchange Offer could be
materially impaired due to any legal or
governmental action, new law, statute,
rule or regulation or any interpretation
of the staff of the Commission of any
existing law, statute, rule or
regulation. We do not expect any of the
foregoing conditions to occur, although
there can be no assurance that such
conditions will not occur. You will have
certain rights against us under the
registration rights
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agreement executed when we issued the
outstanding notes should we fail to
consummate the Exchange Offer.
Procedures for Tendering
Outstanding Notes.................... The outstanding notes were issued in the
form of one global note which was
deposited with the Depositary Trust
Company ("DTC"). Holders of the
outstanding notes own certificateless
interests in the global note evidenced
by records in book-entry form maintained
by DTC.
If you are a holder of an outstanding
note in book-entry form and you wish to
tender your note for exchange pursuant
to the Exchange Offer, you must transmit
to First Union National Bank, as
exchange agent, on or prior to the
Expiration Date:
either
- a properly completed and duly
executed Letter of Transmittal,
which accompanies this
Prospectus, or a facsimile of
the Letter of Transmittal,
including all other documents
required by the Letter of
Transmittal, to the Exchange
Agent at the address set forth
on the cover page of the Letter
of Transmittal; or
- a computer-generated message
transmitted by means of the
Automated Tender Offer Program
system of DTC and received by
the Exchange Agent and forming
a part of a confirmation of
book entry transfer in which
you acknowledge and agree to be
bound by the terms of the
Letter of Transmittal;
and, either
- a timely confirmation of
book-entry transfer of your
outstanding notes into the
Exchange Agent's account at DTC
pursuant to the procedure for
book-entry transfers described
in this Prospectus under the
heading "The Exchange Offer-
Procedure for Tendering," must
be received by the Exchange
Agent on or prior to the
Expiration Date; or
- the documents necessary for
compliance with the guaranteed
delivery procedures described
below.
Under certain circumstances, if you are
a holder of outstanding notes in
book-entry form, you are entitled to
receive certificated notes in exchange
for your book entry notes. You can find
a description of these circumstances
under the heading "Description of The
New Notes-Form of Notes." However, as of
this date, no certificated notes are
issued and outstanding. If you acquire
certificated notes prior to the
Expiration Date, you must tender them in
accordance with the procedures described
in this Prospectus under the heading
"Exchange Offer-Procedure for
Tendering."
By executing the Letter of Transmittal,
each holder will represent to us that,
among other things, (i) the notes to be
issued in the Exchange Offer are being
obtained in the ordinary course of
business of the person receiving such
new notes whether or not such person is
the holder, (ii) neither the holder nor
any such other person has an arrangement
or understanding with any person to
participate in the distribution of such
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new notes and (iii) neither the holder
nor any such other person is an
"affiliate" of the Company as defined in
Rule 405 under the Securities Act.
Special Procedures for Beneficial
Owners............................... If you are the beneficial owner of notes
and your name does not appear on a
security position listing of DTC as the
holder of such notes, or if you are a
beneficial owner of notes that are
registered in the name of a broker,
dealer, commercial bank, trust company
or other nominee, and you wish to tender
such notes in the Exchange Offer, you
should promptly contact the person in
whose name your notes are registered and
instruct such person to tender on your
behalf. If you wish to tender on your
own behalf you must, prior to executing
the Letter of Transmittal and delivering
your outstanding notes, either make
appropriate arrangements to register
ownership of the outstanding notes in
your name or obtain a properly completed
bond power from the registered holder.
The transfer of record ownership may
take considerable time.
Guaranteed Delivery Procedures....... If you wish to tender your notes and
time will not permit your documents to
reach the Exchange Agent by the
Expiration Date, or the procedure for
book-entry transfer cannot be completed
on time or certificates for your notes
cannot be delivered on time, you may
tender your notes pursuant to the
procedures described in this Prospectus
under the heading "The Exchange
Offer-Guaranteed Delivery Procedure."
Withdrawal Rights.................... You may withdraw the tender of your
notes at any time prior to 5:00 p.m.,
New York City time, on July 6, 2001, the
business day prior to the Expiration
Date.
Acceptance of Outstanding Notes
and Delivery of Exchange Notes....... Subject to certain conditions (as
summarized above in "Termination of the
Exchange Offer" and described more fully
under the heading "The Exchange
Offer-Termination"), we will accept for
exchange any and all outstanding notes
which are tendered in the Exchange Offer
prior to 5:00 p.m., New York City time,
on the Expiration Date. The notes issued
pursuant to the Exchange Offer will be
delivered promptly following the
Expiration Date.
Certain United States Federal
Income Tax Consequences.............. The exchange of notes in the Exchange
Offer will generally not be a taxable
exchange for United States federal
income tax purposes. We believe you will
not recognize any taxable gain or loss
or any interest income as a result of
such exchange. However, you should
consult your own tax advisor.
Use of Proceeds...................... We will not receive any proceeds from
the issuance of notes pursuant to the
Exchange Offer. We will pay all expenses
incident to the Exchange Offer.
Exchange Agent....................... First Union National Bank is serving as
agent in connection with Exchange Offer.
The Exchange Agent can be reached at 401
South Tryon Street, 12th Floor,
Charlotte, NC 28288-1179. For more
information with respect to the Exchange
Offer, the telephone number for the
Exchange Agent is (800) 665-9343 and the
facsimile number for the Exchange Agent
is (704) 590-7618.
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SUMMARY DESCRIPTION OF THE NEW NOTES
Securities Offered................... $250 million aggregate principal amount
of 6 7/8% Notes due 2011.
Maturity Date........................ April 1, 2011.
Interest Payment Dates............... April 1 and October 1 of each year,
commencing October 1, 2001.
Denominations........................ The notes issued in the Exchange Offer
will be issued in minimum initial
purchase amounts of $1,000 and integral
multiples of $1,000 thereafter.
Optional Redemption.................. The notes may be redeemed at any time by
paying the greater of principal and
interest or a "make whole amount."
Sinking Fund......................... None.
Ranking.............................. The notes issued in the Exchange Offer
are unsecured obligations of Martin
Marietta Materials and will rank equally
with each other and with all other
unsecured and unsubordinated debt of
Martin Marietta Materials. See
"Description of the New Notes-General".
Registration Covenant;
Exchange Offer....................... Under the registration rights agreement
executed as part of the offering of the
outstanding notes, we have agreed:
to consummate the exchange offer within
45 days of the effective date of our
registration statement; and
to use our best efforts to cause to
become effective a shelf registration
statement for the resale of the notes if
applicable law or interpretations of the
staff of the Commission are changed such
that the notes to be received in the
Exchange Offer would not be transferable
without restriction under the Securities
Act, or if the exchange offer has not
been completed within 225 days following
the issue date of the outstanding notes,
or if the Exchange Offer is not
available to all holders of the
outstanding notes.
The interest rate on the notes will
increase if we do not comply with
certain of our obligations under the
registration rights agreement. See
"Exchange Offer".
Risk Factors......................... You should carefully consider the
specific factors set forth under "Risk
Factors" as well as the other
information and data included in this
Prospectus.
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SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA
The Statement of Earnings Data set forth below for each of the years in
the three-year period ended December 31, 2000 and the Balance Sheet Data set
forth below as of December 31, 2000 and 1999, are derived from our audited
consolidated financial statements and related notes which are incorporated by
reference in this Prospectus. 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, 1997 and the Balance Sheet Data set forth below as of December 31, 1998,
1997, and 1996 are derived from our audited consolidated financial statements,
which also have been audited by Ernst & Young LLP.
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 our audited consolidated financial statements and
related notes which are incorporated by reference in this Prospectus.
YEAR ENDED DECEMBER 31,
-----------------------
2000 1999 1998 1997 1996
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(IN THOUSANDS EXCEPT PER SHARE DATA)
CONSOLIDATED OPERATING RESULTS
Net sales............................... $1,333,000 $ 1,258,827 $1,057,691 $ 900,863 $ 721,947
Freight and delivery revenues........... 184,517 175,292 143,805 128,326 102,974
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Total revenues....................... 1,517,517 1,434,119 1,201,496 1,029,189 824,921
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Cost of sales, other costs and expenses. 1,130,523 1,043,538 861,137 738,093 601,271
Freight and delivery costs.............. 184,517 175,292 143,805 128,326 102,974
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Cost of operations................... 1,315,040 1,218,830 1,004,942 866,419 704,245
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EARNINGS FROM OPERATIONS................ 202,477 215,289 196,554 162,770 120,676
Interest expense on debt................ 41,895 39,411 23,759 16,899 10,121
Other income and (expenses), net........ 8,239 18,435 1,347 5,341 8,398
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Earnings before taxes on income......... 168,821 194,313 174,142 151,212 118,953
Taxes on income......................... 56,794 68,532 58,529 52,683 40,325
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NET EARNINGS............................ $ 112,027 $ 125,781 $ 115,613 $ 98,529 $ 78,628
========== ============ ========== ========== =========
BASIC EARNINGS PER COMMON SHARE......... $ 2.40 $ 2.70 $ 2.49 $ 2.14 $ 1.71
========== ============ ========== ========== =========
DILUTED EARNINGS PER COMMON SHARE....... $ 2.39 $ 2.68 $ 2.48 $ 2.13 $ 1.71
========== ============ ========== ========== =========
CASH DIVIDENDS PER COMMON SHARE......... $ 0.54 $ 0.52 $ 0.50 $ 0.48 $ 0.46
========== ============ ========== ========== =========
CONDENSED CONSOLIDATED BALANCE SHEET DATA
Current deferred income tax benefits.... $ 16,750 $ 21,899 $ 18,978 $ 16,873 $ 15,547
Current assets--other................... 408,251 381,466 350,410 305,139 255,619
Property, plant and equipment, net...... 914,072 846,993 777,528 591,420 408,820
Goodwill, net........................... 374,994 375,327 348,026 148,481 39,952
Other intangibles, net.................. 34,462 31,497 27,952 26,415 23,216
Other noncurrent assets................. 92,910 85,392 65,695 17,385 25,764
---------- ------------ ---------- ---------- ---------
TOTAL................................... $1,841,439 $ 1,742,574 $1,588,589 $1,105,713 $ 768,918
========== ============ ========== ========== =========
Current liabilities--other.............. $ 143,958 $ 142,974 $ 136,576 $ 106,804 $ 86,871
Current maturities of long-term debt and
commercial paper..................... 45,155 39,722 15,657 1,431 1,273
Long-term debt and commercial paper..... 601,580 602,011 602,113 310,675 125,890
Pension and postretirement benefits..... 84,950 85,839 76,209 63,070 52,646
Noncurrent deferred income taxes........ 86,563 81,857 75,623 50,008 13,592
Other noncurrent liabilities............ 15,947 16,165 14,712 11,889 7,669
Shareholders' equity.................... 863,286 774,006 667,699 561,836 480,977
---------- ------------ ---------- ---------- ---------
TOTAL................................... $1,841,439 $ 1,742,574 $1,588,589 $1,105,713 $ 768,918
========== ============ ========== ========== =========
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RISK FACTORS
An investment in the new notes issued in the Exchange Offer is subject
to certain risks. You should carefully consider the following factors, as well
as the more detailed descriptions elsewhere in this Prospectus in evaluating the
Exchange Offer.
OUR PROFITABILITY IS IMPACTED BY THE CYCLICALITY AND SEASONALITY OF OUR
AGGREGATES DIVISION
Our Aggregates division markets its products primarily to the
construction industry, with approximately 46% of its shipments made to
contractors in connection with highway and other public infrastructure projects
and the balance of its shipments made primarily to contractors in connection
with commercial and residential construction projects. Accordingly, our
profitability is sensitive to national, as well as regional and local, economic
conditions, and particularly to cyclical swings in construction spending, which
is affected by fluctuations in interest rates, and demographic and population
shifts, and to changes in the levels of infrastructure spending funded by the
public sector. Due to our high level of fixed costs associated with aggregates
production, our operating leverage can be substantial.
Seasonal changes and other weather-related conditions can significantly
affect the aggregates industry. Consequently, our Aggregates division's
production and shipment levels coincide with general construction activity
levels, most of which occur in the division's markets in the spring, summer and
fall. The division's operations that are concentrated principally in the north
central region of the Midwest generally experience more severe winter weather
conditions than the division's operations in the Southeast and Southwest. North
Carolina, our largest revenue generating state at 20% of 2000 net sales, is at
risk for Atlantic Ocean hurricane activity and has experienced hurricane-related
losses in recent years.
OUR AGGREGATES DIVISION IS DEPENDENT ON THE ECONOMIES OF THE GEOGRAPHIC REGIONS
WHERE WE OPERATE
The Aggregates division's operations are concentrated in the
southeastern, southwestern, midwestern and central regions of the nation;
therefore, the division's - and, consequently, the Company's - operating
performance and financial results depend on the strength of these specific
regional economies. In recent years, economic growth in the United States,
particularly in the Southeast and Southwest, has been generally strong. However,
if federal appropriation levels are reduced, if a reduction occurs in state and
local spending, or if the specific regional economies decline, the Aggregates
division could be adversely affected. The Aggregates division's top five
revenue-generating states, namely North Carolina, Texas, Ohio, Georgia and Iowa,
accounted for approximately 60% of 2000 net sales.
A growing percentage of our aggregates shipments are being moved by
rail or water through a distribution yard network. In 1994, 93% of our
aggregates shipments were moved by truck, while the balance was moved by rail.
In contrast, our aggregates shipments moved 80% by truck, 10% by rail and 10% by
water in 2000. Further the acquisition of Meridian Aggregates Company and its
rail-based distribution network, coupled with the extensive use of rail service
in the Southwest Division, increases our dependence on and exposure to railroad
performance, including track congestion, crew availability and power failures,
and the ability to renegotiate favorable railroad shipping contracts.
ENVIRONMENTAL LIABILITY COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR OPERATIONS;
POTENTIAL LITIGATION ARISING FROM OUR OPERATIONS COULD HAVE A MATERIAL ADVERSE
EFFECT ON OUR FINANCIAL CONDITION
Our operations are subject to and affected by federal, state and local
laws and regulations relating to the environment, health and safety and other
regulatory matters. Certain of our operations may from time to time involve the
use of substances that are classified as toxic or hazardous substances within
the meaning of these laws and regulations. We believe that our operations and
facilities, both owned and leased, are in substantial compliance with applicable
laws and regulations and that any noncompliance is not likely to have a material
adverse effect on our operations or our financial condition. Despite these
compliance efforts, risk of environmental liability is inherent in the operation
of our businesses, as it is with other companies engaged in similar businesses,
and there can be no assurance that environmental liabilities will not have a
material adverse effect on us in the future. In addition,
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future events, such as changes in existing laws or regulations or enforcement
policies, or further investigation or evaluation of the potential health hazards
of certain of our products or business activities, may give rise to additional
compliance and other costs that could have a material adverse effect on us.
From time to time claims of various types are asserted against us
arising out of our operations in the normal course of business, including claims
relating to land use and permits, safety, health and environmental matters (such
as noise abatement, vibrations, air emissions and water discharges). Such
matters are subject to many uncertainties and it is not possible to determine
the probable outcome of, or the amount of liability, if any, from these matters.
In the opinion of our management (which opinion is based in part upon
consideration of the opinion of counsel), it is unlikely that the outcome of
these claims will have a material adverse effect on our operations or financial
condition. However, there can be no assurance that an adverse outcome in any of
such litigation would not have a material adverse effect on us or our operating
segments.
LIQUID TRADING MARKET FOR NEW NOTES MAY NOT DEVELOP
There has not been an established trading market for the notes.
Although each initial purchaser has informed us that it currently intends to
make a market in the outstanding notes and, if issued, the new notes, which will
replace the outstanding notes, it has no obligation to do so and may discontinue
making a market at any time without notice.
We do not intend to apply for listing of the outstanding notes or, if
issued, the new notes, on any securities exchange or for quotation through the
National Association of Securities Dealers Automated Quotation System.
The liquidity of any market for the notes will depend upon the number
of holders of the notes, our performance, the market for similar securities, the
interest of securities dealers in making a market in the notes and other
factors. A liquid trading market may not develop for the notes.
FAILURE TO EXCHANGE OUTSTANDING NOTES MAY RESTRICT FUTURE TRANSFER
Untendered outstanding notes that are not exchanged for new notes
pursuant to the Exchange Offer will remain restricted securities. Outstanding
notes will continue to be subject to the following restrictions on transfer: (i)
outstanding notes may be resold only if registered pursuant to the Securities
Act, if an exemption from registration is available thereunder, or if neither
such registration nor such exemption is required by law, (ii) outstanding notes
will bear a legend restricting transfer in the absence of registration or an
exemption therefrom and (iii) a holder of outstanding notes who desires to sell
or otherwise dispose of all or any part of its outstanding notes under an
exemption from registration under the Securities Act, if requested by us, must
deliver to us an opinion of independent counsel experienced in Securities Act
matters, reasonably satisfactory in form and substance to us, that such
exemption is available.
FORWARD-LOOKING STATEMENTS
This Prospectus contains forward-looking statements. We have based
these forward-looking statements on our current expectations and projections
about future events. You are cautioned that all forward-looking statements
involve risks and uncertainties, including those arising out of economic,
climatic, political, regulatory, competitive and other factors including
inaccurate assumptions. You are also cautioned that it is not possible to
predict or identify all such factors. Consequently, you should not consider any
such list to be a complete statement of all potential risks or uncertainties.
These forward-looking statements are made as of the date hereof based on
management's current expectations and we do not undertake an obligation to
update such statements, whether as a result of new information, future events or
otherwise. For a discussion identifying some important factors that could cause
actual results to vary materially from those anticipated in forward-looking
statements, see "Risk Factors." See also "Business-Competition," "Management's
Discussion and Analysis of Financial Conditions and Results of Operations," and
"Note A: Accounting Policies" and "Note L: Commitments and Contingencies" to our
audited consolidated financial statements, each of which are incorporated by
reference in this Prospectus.
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RATIO OF EARNINGS TO FIXED CHARGES
The Ratio of Earnings to Fixed Charges for each of the periods
indicated is as follows:
YEAR ENDED DECEMBER 31,
-------------------------------------------------------------
2000 1999 1998 1997 1996
---- ---- ---- ---- ----
Ratio of Earnings to Fixed Charges........ 4.54 5.48 7.52 8.62 11.12
==== ==== ==== ==== =====
We computed the ratio of earnings to fixed charges 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,
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.
USE OF PROCEEDS
We will not receive any cash proceeds from the issuance of the new
notes pursuant to the Exchange Offer. We received net proceeds from the sale of
the outstanding notes of approximately $248 million, which we used to finance
our acquisition of the remaining interest of Meridian Aggregates Company and for
general corporate purposes.
CAPITALIZATION
The following table sets forth our short-term debt and capitalization
at December 31, 2000 and as adjusted to give effect to our sale of the
outstanding notes (before deducting expenses associated with the offering of the
outstanding notes).
DECEMBER 31, 2000
------------------------
AS ADJUSTED
FOR ISSUANCE
ACTUAL OF NOTES
--------- ------------
(IN THOUSANDS)
NOTES (UNAUDITED)
-----
Current portions of long-term debt:
Loans Payable ............................................................... 5,155 5,155
Commercial paper, interest rates approximately 5.7% ......................... 40,000 40,000
--------- ---------
Total current portion of long-term obligations .......................... 45,155 45,155
--------- ---------
Long-term obligations:
Loans Payable ............................................................... 3,252 3,252
5.875% Notes, due 2008 ...................................................... 199,141 199,141
6.9% Notes, due 2007 ........................................................ 124,961 124,961
7% Debentures, due 2025 ..................................................... 124,226 124,226
Commercial paper, interest rates ranging from 5.50% to 7.61% ................ 150,000 150,000
Notes offered hereby ............................................................ -- 250,000
--------- ---------
Total long-term obligations ................................................. 601,580 851,580
--------- ---------
Shareholders' equity:
Preferred Stock, $.01 par value; 10,000,000 shares authorized; none issued .. -- --
Common Stock, $.01 par value; 100,000,000 shares authorized;
46,783,000 issued ........................................................... 468 468
Additional paid-in capital .................................................. 356,546 356,546
Retained earnings ........................................................... 506,272 506,272
--------- ---------
Total shareholders' equity .............................................. 863,286 863,286
--------- ---------
Total capitalization .................................................... 1,510,021 1,760,021
========= =========
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THE EXCHANGE OFFER
GENERAL
In connection with the sale of the outstanding notes (the "Old Notes"),
we entered into an Exchange and Registration Rights Agreement (the "Registration
Rights Agreement") pursuant to which we have agreed, for the benefit of the
holders of the Old Notes,
(1) to file with the Commission, within 60 days following the
issue date of the Old Notes, a registration statement (the
"Exchange Offer Registration Statement") under the Securities
Act relating to an exchange offer (the "Exchange Offer")
pursuant to which notes substantially identical to the Old
Notes (except that such notes (a) will not contain terms with
respect to transfer restrictions, (b) will have been
registered under the Securities Act, and (c) will not contain
registration rights or contingent interest reset provisions
applicable to the Old Notes) (the "New Notes" and, together
with the Old Notes, the "Notes"), would be offered in exchange
for the Old Notes tendered at the option of the holders
thereof and
(2) to use our best efforts to cause the Exchange Offer
Registration Statement to become effective as soon as
practicable thereafter, but in no event later than 180 days
from the issue date of the Old Notes.
We have further agreed to commence the Exchange Offer promptly after
the Exchange Offer Registration Statement has become effective, hold the offer
open for at least 30 days and exchange New Notes for all Old Notes validly
tendered and not withdrawn before the expiration of the Exchange Offer.
Under existing Commission interpretations, the New Notes will in
general be freely transferable after the Exchange Offer without further
registration under the Securities Act, except that broker-dealers receiving New
Notes in the Exchange Offer ("Participating Broker-Dealers") will be subject to
a prospectus delivery requirement with respect to resales of those New Notes.
The Commission has taken the position that Participating Broker-Dealers may
fulfill their prospectus delivery requirements with respect to the New Notes
(other than a resale of New Notes received in exchange for Old Notes
constituting an unsold allotment from the original sale of the Old Notes) by
delivery of the prospectus contained in the Exchange Offer Registration
Statement. Under the Registration Rights Agreement, we are required to allow
Participating Broker-Dealers and other persons, if any, subject to similar
prospectus delivery requirements to use the prospectus contained in the Exchange
Offer Registration Statement in connection with the resale of such New Notes.
The Exchange Offer Registration Statement will be kept effective to permit
resales of New Notes acquired by broker-dealers pursuant to the Exchange Offer
for a period ending on the earlier of 180 days after the Exchange Offer has been
consummated or such earlier time as such broker-dealers cease to own any New
Notes. Each holder of Old Notes who wishes to exchange such Old Notes for New
Notes in the Exchange Offer will be required to represent that any New Notes to
be received by it will be acquired in the ordinary course of its business, that
at the time of the commencement of the Exchange Offer it has no arrangement with
any person to participate in the distribution (within the meaning of the
Securities Act) of the New Notes and that it is not an affiliate of Martin
Marietta Materials.
If
(1) prior to completion of the Exchange Offer, existing Commission
interpretations are changed such that the New Notes would not
be transferable without restriction under the Securities Act,
(2) the Exchange Offer has not been completed within 225 days
following the issue date of the Old Notes or
(3) the Exchange Offer is not available to all holders of the Old
Notes,
we will, in lieu of (or, in the case of clause (3), in addition to) completing
the Exchange Offer, file and use our best efforts to cause a registration
statement (the "Shelf Registration Statement") under the Securities Act relating
to a
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shelf registration of the Old Notes for resale by holders (the "Resale
Registration") to become effective on or prior to the applicable date set forth
in the Registration Rights Agreement (the "Resale Registration Filing Deadline")
and to remain effective until the earlier of two years following the date the
Resale Registration is declared effective or such time as there are no longer
any Registrable Securities outstanding (as that term is defined in the
Registration Rights Agreement). We will, in the event of the Resale
Registration, provide to the holders of the applicable Old Notes copies of the
prospectus that is a part of the registration statement filed in connection with
the Resale Registration, notify such holders when the Resale Registration for
the applicable Old Notes has become effective and take certain other actions as
are required to permit unrestricted resales of the applicable Old Notes. A
holder of Old Notes that sells such Old Notes pursuant to the Resale
Registration generally would be required to be named as a selling noteholder in
the related prospectus and to deliver a prospectus to purchasers, would be
subject to certain of the civil liability provisions under the Securities Act in
connection with such sales and would be bound by the provisions of the
Registration Rights Agreement that are applicable to such a holder (including
certain indemnification obligations).
If
(1) we have not filed the Exchange Offer Registration Statement
within 60 days following the Issue Date or, if applicable, the
Resale Registration by the Resale Registration Filing Deadline
or
(2) the Exchange Offer Registration Statement has not become
effective within 180 days following the issue date of the Old
Notes or, if applicable, the Resale Registration has not
become effective within 120 days after the Resale Registration
is filed or
(3) the Exchange Offer has not been completed within 45 days after
the effective date of the Exchange Offer Registration
Statement or
(4) any registration statement required by the Registration Rights
Agreement is filed and becomes effective but shall thereafter
cease to be effective (except as specifically permitted
therein) without being succeeded immediately by an additional
effective registration statement
(any such event referred to in clauses (1) through (4), a "Registration Default"
and each period during which a Registration Default has occurred and is
continuing, a "Registration Default Period"), then the per annum interest rate
on the Old Notes will increase by 0.25% for the first 90 days of the
Registration Default Period and by an additional 0.25% thereafter for the
remaining portion of the Registration Default Period (at which time the interest
rate will be reduced to the rate otherwise in effect).
In the event the Exchange Offer is consummated, we will not be required
to file a Shelf Registration Statement relating to any outstanding Old Notes
other than those held by persons not eligible to participate in the Exchange
Offer, and the interest rate on such Old Notes will remain at its initial level
of 6-7/8%. The Exchange Offer shall be deemed to have been consummated upon the
earlier to occur of
(1) Martin Marietta Materials having exchanged New Notes for all
outstanding Old Notes (other than Old Notes held by persons
not eligible to participate in the Exchange Offer) pursuant to
the Exchange Offer and
(2) Martin Marietta Materials having exchanged, pursuant to the
Exchange Offer, New Notes for all Old Notes that have been
tendered and not withdrawn on the Expiration Date.
Upon consummation, holders of Old Notes seeking liquidity in their
investment would have to rely on exemptions to registration requirements under
the securities laws, including the Securities Act. See "Risk Factors-Failure to
exchange outstanding notes may restrict future transfer."
Upon the terms and subject to the conditions set forth in this
Prospectus and in the accompanying Letter of Transmittal, we will accept all Old
Notes validly tendered prior to 5:00 p.m., New York City time, on the Expiration
Date. We will issue $1,000 principal amount of New Notes in exchange for each
$1,000 principal amount of
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outstanding Old Notes accepted in the Exchange Offer. Holders may tender some or
all of their Old Notes pursuant to the Exchange Offer in denominations of $1,000
and thereafter in integral multiples of $1,000 thereof.
As of the date of this Prospectus, $250 million aggregate principal
amount of the Old Notes is outstanding. In connection with the issuance of the
Old Notes, we arranged for the Old Notes initially purchased by Qualified
Institutional Buyers to be issued and transferable in book-entry form through
the facilities of DTC, acting as depositary. The New Notes will also be issuable
and transferable in book-entry form through DTC.
This Prospectus, together with the accompanying Letter of Transmittal,
is being sent to all registered holders of the Old Notes.
We shall be deemed to have accepted validly tendered Old Notes when, as
and if we have given oral or written notice thereof to the Exchange Agent. See
"-Exchange Agent." The Exchange Agent will act as agent for the tendering
holders of Old Notes for the purpose of receiving New Notes from us and
delivering New Notes to such holders. If any tendered Old Notes are not accepted
for exchange because of an invalid tender or the occurrence of certain other
events set forth herein, certificates for any such unaccepted Old Notes will be
returned, without cost, to the tendering holder thereof as promptly as
practicable after the Expiration Date.
Holders of Old Notes who tender in the Exchange Offer will not be
required to pay brokerage commissions or fees or, subject to the instructions in
the Letter of Transmittal, transfer taxes with respect to the exchange of Old
Notes pursuant to the Exchange Offer. We will pay all charges and expenses,
other than certain applicable taxes, in connection with the Exchange Offer. See
"-Fees and Expenses."
EXPIRATION DATES; EXTENSIONS; AMENDMENTS
The term "Expiration Date" shall mean July 9, 2001 unless we, in our
sole discretion, extend the Exchange Offer, in which case the term "Expiration
Date" shall mean the latest date to which the Exchange Offer is extended.
In order to extend the Expiration Date, we will notify the Exchange
Agent of any extension by oral or written notice and will mail to the record
holders of Old Notes an announcement thereof, each prior to 9:00 a.m., New York
City time, on the next business day after the previously scheduled Expiration
Date. Such announcement may state that we are extending the Exchange Offer for a
specified period of time.
We reserve the right
(1) to delay acceptance of any Old Notes, to extend the Exchange
Offer or to terminate the Exchange Offer and to refuse to
accept Old Notes not previously accepted, if any of the
conditions set forth herein under "-Termination" shall have
occurred and shall not have been waived by us (if permitted to
be waived by us), by giving oral or written notice of such
delay, extension or termination to the Exchange Agent, and
(2) to amend the terms of the Exchange Offer in any manner deemed
by us to be advantageous to the holders of the Old Notes. Any
such delay in acceptance, extension, termination or amendment
will be followed as promptly as practicable by oral or written
notice thereof.
If the Exchange Offer is amended in a manner determined by us to constitute a
material change, we will promptly disclose such amendment in a manner reasonably
calculated to inform the holders of the Old Notes of such amendment.
Without limiting the manner by which we may choose to make public
announcements of any delay in acceptance, extension, termination or amendment of
the Exchange Offer, we will have no obligation to publish, advertise, or
otherwise communicate any such public announcement, other than by making a
timely release to the Dow Jones New Service.
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INTEREST ON THE NEW NOTES
The New Notes will bear interest from March 30, 2001, payable
semiannually on April 1 and October 1 of each year commencing on October 1,
2001, at the rate of 6-7/8% per annum. Holders of Old Notes whose Old Notes are
accepted for exchange will be deemed to have waived the right to receive any
payment in respect of interest on the Old Notes accrued from March 30, 2001
until the date of the issuance of the New Notes. Consequently, holders who
exchange their Old Notes for New Notes will receive the same interest payment on
October 1, 2001 (the first interest payment date with respect to the Old Notes
and the New Notes) that they would have received had they not accepted the
Exchange Offer.
PROCEDURE FOR TENDERING
Any financial institution that is a participant in DTC's Book-Entry
Transfer Facility system may make book-entry delivery of the Old Notes held as
Book-Entry Interests (as defined below under the heading "Description of New
Notes-Form of Notes") by causing DTC to transfer such Old Notes into the
Exchange Agent's account in accordance with DTC's procedure for such transfer.
Although delivery of Old Notes may be effected through book-entry transfer into
the Exchange Agent's account at DTC, either
(1) the Letter of Transmittal (or facsimile thereof), with any
required signature guarantees and any other required
documents, or
(2) a computer-generated message transmitted by means of the
Automated Tender Offer Program system of DTC and received by
the Exchange Agent and forming a part of a confirmation of
book entry transfer in which the holder of Old Notes
acknowledges and agrees to be bound by the terms of the Letter
of Transmittal,
must, in any case, be transmitted to and received or confirmed by the Exchange
Agent at its addresses set forth herein under "-Exchange Agent" prior to 5:00
p.m., New York City time, on the Expiration Date. DELIVERY OF DOCUMENTS TO DTC
IN ACCORDANCE WITH ITS PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE
AGENT.
To tender in the Exchange Offer, a holder of Certificated Notes (as
defined below under the heading "Description of New Notes-Form of Notes") must
complete, sign and date the Letter of Transmittal, or a facsimile thereof, have
the signatures thereon guaranteed if required by the Letter of Transmittal, and
mail or otherwise deliver such Letter of Transmittal or such facsimile, together
with the Old Notes and any other required documents, to the Exchange Agent prior
to 5:00 p.m., New York City time, on the Expiration Date.
The tender by a holder of Old Notes will constitute an agreement
between such holder and us in accordance with the terms and subject to the
conditions set forth herein and in the Letter of Transmittal.
Delivery of all documents must be made to the Exchange Agent at its
address set forth in this Prospectus. Holders may also requests that their
respective brokers, dealers, commercial banks, trust companies or nominees
effect such tender for such holders.
The method of delivery of Old Notes and the Letters of Transmittal and
all other required documents to the Exchange Agent is at the election and risk
of the holders. Instead of delivery by mail, it is recommended that holders use
an overnight or hand delivery service. In all cases, sufficient time should be
allowed to assure timely delivery. No Letter of Transmittal or Old Notes should
be sent to us.
Only a holder of Old Notes may tender such Old Notes in the Exchange
Offer. The term "holder" with respect to the Exchange Offer means any person in
whose name Old Notes are registered on our books or any other person who has
obtained a properly completed bond power from the registered holder, or any
person whose Old Notes are held of record by DTC who desires to deliver such Old
Notes by book entry transfer at DTC.
Any beneficial holder whose Old Notes are registered in the name of his
broker, dealer, commercial bank, trust company or other nominee and who wishes
to tender should contact such registered holder promptly and
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instruct such registered holder to tender on his behalf. If such beneficial
holder wishes to tender on his own behalf, such beneficial holder must, prior to
completing and executing the Letter of Transmittal and delivering his Old Notes,
either make appropriate arrangements to register ownership of the Old Notes in
such holder's name or obtain a properly completed bond power from the registered
holder. The transfer of record ownership may take considerable time.
Signatures on a Letter of Transmittal or a notice of withdrawal, as the
case may be, must be Guaranteed by a member firm of a registered national
securities exchange or of the National Association of Securities Dealers, Inc.,
a commercial bank or trust company having an office of correspondent in the
United States or an "eligible guarantor institution" within the meaning of Rule
17Ad-15 under the Exchange Act (an "Eligible Institution") unless the Old Notes
tendered pursuant thereto are tendered
(1) by a registered holder who has not completed the box entitled
"Special Issuance Instructions" or "Special Delivery
Instructions" on the Letter of Transmittal or
(2) for the account of an Eligible Institution.
If the Letter of Transmittal is signed by a person other than the
registered holder of any Old Notes listed therein, such Old Notes must be
endorsed or accompanied by appropriate bond powers which authorize such person
to tender the Old Notes on behalf of the registered holder, in either case
signed as the name of the registered holder or holders appears on the Old Notes.
If the Letter of Transmittal or any Old Notes or bond powers are signed
by trustees, executors, administrators, guardians, attorneys-in-fact, officers
of corporations or others acting in a fiduciary or representative capacity, such
persons should so indicate when signing, and unless waived by us, evidence
satisfactory to us of their authority to so act must be submitted with the
Letter of Transmittal.
All the questions as to the validity, form, eligibility (including time
of receipt), acceptance and withdrawal of the tendered Old Notes will be
determined by us in our sole discretion, which determinations will be final and
binding. We reserve the absolute right to reject any and all Old Notes not
validly tendered or any Old Notes that our acceptance of which would, in the
opinion of our counsel, be unlawful. We also reserve the absolute right to waive
any irregularities or conditions of tender as to particular Old Notes. Our
interpretation of the terms and conditions of the Exchange Offer (including the
instructions in the Letter of Transmittal) will be final and binding on all
parties. Unless waived any defects or irregularities in connection with tenders
of Old Notes must be cured within such time as we shall determine. Neither
Martin Marietta Materials, the Exchange Agent nor any other person shall be
under any duty to give notification of defects or irregularities with respect to
tenders of Old Notes nor shall any of them incur any liability for failure to
give such notification. Tenders of Old Notes will not be deemed to have been
made until such irregularities have been cured or waived. Any Old Notes received
by the Exchange Agent that are not properly tendered and as to which the defects
or irregularities have not been cured or waived will be returned without cost by
the Exchange Agent to the tendering holder of such Old Notes unless otherwise
provided in the Letter of Transmittal, as soon as practicable following the
Expiration Date.
In addition, we reserve the right in our sole discretion to
(1) purchase or make offers for any Old Notes that remain
outstanding subsequent to the Expiration Date, or, as set
forth under "-Termination," to terminate the Exchange Offer
and
(2) to the extent permitted by applicable law, purchase Old Notes
in the open market, in privately negotiated transactions or
otherwise. The terms of any such purchases or offers may
differ from the terms of the Exchange Offer.
By tendering, each holder of Old Notes will represent to us that among
other things, the New Notes acquired pursuant to the Exchange Offer are being
obtained in the ordinary course of business of the person receiving such New
Notes, whether or not such person is the holder, that neither the holder nor any
other person has
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an arrangement or understanding with any person to participate in the
distribution of the New Notes and that neither the holder nor any such other
person is our "affiliate" within the meaning of Rule 405 under the Securities
Act.
GUARANTEED DELIVERY PROCEDURE
Holders who wish to tender their Old Notes and (a) whose Old Notes are
not immediately available, or (b) who cannot deliver their Old Notes, the Letter
of Transmittal, or any other required documents to the Exchange Agent prior to
the Expiration Date, or (c) who cannot complete the procedure for book-entry
transfer on a timely basis, may effect a tender if:
(1) The tender is made through an Eligible Institution;
(2) Prior to the Expiration Date, the Exchange Agent receives from
such Eligible Institution a properly completed and duly
executed Notice of Guaranteed Delivery (by facsimile
transmission, mail or hand delivery) setting forth the name
and address of the holder of the Old Notes, the certificate
number or numbers of such Old Notes and the principal amount
of Old Notes tendered, stating that the tender is being made
thereby, and guaranteeing that, within five business days
after the Expiration Date, the Letter of Transmittal (or
facsimile thereof), together with the certificate(s)
representing the Old Notes to be tendered in proper form for
transfer and any other documents required by the Letter of
Transmittal, will be deposited by the Eligible Institution
with the Exchange Agent; and
(3) Such properly completed and executed Letter of Transmittal (or
facsimile thereof), together with the certificate(s)
representing all tendered Old Notes in proper form for
transfer (or confirmation of a book-entry transfer into the
Exchange Agent's account at DTC of Old Notes delivered
electronically) and all other documents required by the Letter
of Transmittal are received by the Exchange Agent within five
business days after the Expiration Date.
WITHDRAWAL OF TENDERS
Except as otherwise provided herein, tenders of Old Notes may be
withdrawn at any time prior to 5:00 p.m., New York City time, on the business
day prior to the Expiration Date.
To withdraw a tender of Old Notes in the Exchange Offer, a written or
facsimile transmission notice of withdrawal must be received by the Exchange
Agent at its address set forth in this Prospectus prior to 5:00 p.m., New York
City time, on the business day prior to the Expiration Date. Any such notice of
withdrawal must
(1) specify the name of the person having deposited the Old Notes
to be withdrawn (the "Depositor"),
(2) identify the Old Notes to be withdrawn (including the
certificate number or numbers and principal amount of such Old
Notes),
(3) be signed by the Depositor in the same manner as the original
signature on the Letter of Transmittal by which such Old Notes
were tendered (including any required signature guarantees) or
be accompanied by documents of transfers sufficient to permit
the Trustee with respect to the Old Notes to register the
transfer of such Old Notes into the name of the Depositor
withdrawing the tender and
(4) specify the name in which any such Old Notes are to be
registered, if different from that of the Depositor.
All questions as to the validity, form and eligibility (including time
of receipt) for such withdrawal notices will be determined by us, which
determination shall be final and binding on all parties. Any Old Notes so
withdrawn will be deemed not to have been validly tendered for purposes of the
Exchange Offer and no New Notes will be issued with respect thereto unless the
Old Notes so withdrawn are validly tendered. Any Old Notes which have been
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tendered but which are not accepted for exchange will be returned to the holder
thereof without cost to such holder as soon as practicable after withdrawal,
rejection of tender or termination of the Exchange Offer. Properly withdrawn Old
Notes may be tendered by following one of the procedures described above under
"-Procedures for Tendering" at any time prior to the Expiration Date.
TERMINATION
Notwithstanding any other term of the Exchange Offer, we will not be
required to accept for exchange, or exchange New Notes for, any Old Notes not
therefore accepted for exchange, and may terminate or amend the Exchange Offer
as provided herein before the acceptance of such Old Notes if:
(1) any action or proceeding is instituted or threatened in any
court or by or before any governmental agency with respect to
the Exchange Offer, which, in our judgment, might materially
impair our ability to proceed with the Exchange Offer or
(2) any law, statute, rule or regulation is proposed, adopted or
enacted, or any existing law, statute rule or regulation is
interpreted by the staff of the Commission or court of
competent jurisdiction in a manner, which, in our judgment,
might materially impair our ability to proceed with the
Exchange Offer.
If we determine that we may terminate the Exchange Offer, as set forth
above, we may
(1) refuse to accept any Old Notes and return any Old Notes that
have been tendered to the holders thereof,
(2) extend the Exchange Offer and retain all Old Notes tendered
prior to the expiration of the Exchange Offer, subject to the
rights of such holders of tendered Old Notes to withdraw their
tendered Old Notes, or
(3) waive such termination event with respect to the Exchange
Offer and accept all properly tendered Old Notes that have not
been withdrawn.
If such waiver constitutes a material change in the Exchange Offer, we
will disclose such change by means of a supplement to this Prospectus that will
be distributed to each registered holder of Old Notes and we will extend the
Exchange Offer for a period of five to ten business days, depending upon the
significance of the waiver and the manner of disclosure to the registered
holders of the Old Notes, if the Exchange Offer would otherwise expire during
such period.
EXCHANGE AGENT
First Union National Bank has been appointed as Exchange Agent for the
Exchange Offer. Questions and requests for assistance and requests for
additional copies of this Prospectus or of the Letter of Transmittal should be
directed to the Exchange Agent addressed as follows:
By Mail or Hand Delivery: First Union National Bank
401 South Tryon Street, 12th Floor
Charlotte, NC 28288-1179
Facsimile Transmission: (704) 590-7618
Confirm by Telephone: (800) 665-9343
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FEES AND EXPENSES
The expenses of soliciting tenders pursuant to the Exchange Offer will
be borne by us. The principal solicitation for tenders pursuant to the Exchange
Offer is being made by mail. Additional solicitations may be made by our
officers and regular employees and our affiliates in person, by telegraph or
telephone.
We will not make any payments to brokers, dealers or other persons
soliciting acceptances of the Exchange Offer. We, however, will pay the Exchange
Agent reasonable and customary fees for its services and will reimburse the
Exchange Agent for its reasonable out-of-pocket expenses in connection
therewith. We may also pay brokerage houses and other custodians, nominees and
fiduciaries the reasonable out-of-pocket expenses incurred by them in forwarding
copies of this Prospectus, Letters of Transmittal and related documents to the
beneficial owners of the Old Notes and in handling or forwarding tenders for
exchange.
The expenses to be incurred in connection with the Exchange Offer,
including fees and expenses of the Exchange Agent and Trustee and accounting and
legal fees, will be paid by us.
We will pay all transfer taxes, if any, applicable to the exchange of
Old Notes pursuant to the Exchange Offer. If, however, certificates representing
New Notes or Old Notes for principal amounts not tendered or accepted for
exchange are to be delivered to, or are to be registered or issued in the name
of, any person other than the registered holder of the Old Notes tendered, or if
tendered Old Notes are registered in the name of any person other than the
person signing the Letter of Transmittal, or if a transfer tax is imposed for
any reason other than the exchange of Old Notes pursuant to the Exchange Offer,
then the amount of any such transfer taxes (whether imposed on the registered
holder or any other person) will be payable by the tendering holder. If
satisfactory evidence of payment of such taxes or exemption therefrom is not
submitted with the Letter of Transmittal, the amount of such transfer taxes will
be billed directly to such tendering holder.
FEDERAL INCOME TAX CONSEQUENCES
The following discussion summarizing the federal income tax
consequences of the Exchange Offer reflects the opinion of Willkie Farr &
Gallagher, counsel to the Company, as to material federal income tax
consequences expected to result from the Exchange Offer. An opinion of counsel
is not binding on the Internal Revenue Service ("IRS") or the courts, and there
can be no assurances that the IRS will not take, and that a court would not
sustain, a position contrary to that described below. Moreover, the following
discussion does not constitute comprehensive tax advice to any particular Holder
of Old Notes. The summary is based on the current provisions of the Internal
Revenue Code of 1986, as amended, and applicable Treasury regulations, judicial
authority and administrative pronouncements. The tax consequences described
below could be modified by future changes in the relevant law, which could have
retroactive effect. Each Holder of Old Notes should consult its own tax advisor
as to these and any other federal income tax consequences of the Exchange Offer
as well as any tax consequences to it under foreign, state, local or other law.
In the opinion of Willkie Farr & Gallagher, for purposes of U.S.
federal income tax, an exchanging Holder will not recognize any gain or loss in
respect of an exchange of an Old Note for a New Note, and such Holder's basis
and holding period in the New Note will be the same as such Holder's basis and
holding period in the Old Note. The Exchange Offer will result in no U.S.
federal income tax consequences to a non-exchanging Holder.
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DESCRIPTION OF THE NEW NOTES
The Old Notes were issued under an indenture dated as of December 7,
1998 (the "Indenture") between Martin Marietta Materials, as issuer, and First
Union National Bank, as trustee (the "Trustee"), a copy of which will be made
available upon request to Martin Marietta Materials. Upon the issuance of the
New Notes the Indenture will be subject to and governed by the Trust Indenture
Act of 1939, as amended (the "Trust Indenture Act"). The following summary of
the material provisions of the Indenture does not purport to be complete and is
subject to, and qualified in its entirety by, reference to the provisions of the
Indenture, including the definitions of certain terms contained therein and
those terms made part of the Indenture by reference to the Trust Indenture Act.
Unless otherwise indicated, the description set forth below applies to both the
Old Notes and the New Notes (collectively, the "Notes").
GENERAL
The New Notes offered hereby will be limited to $250,000,000 aggregate
principal amount at any time (less the principal amount of any Old Notes that
remain outstanding at such time) outstanding and will mature on April 1, 2011.
The New Notes will be unsecured obligations of Martin Marietta Materials and
will rank equally with all other unsecured and unsubordinated debt of Martin
Marietta Materials.
The New Notes will be issued solely in exchange for an equal principal
amount of Old Notes pursuant to the Exchange Offer. The form and terms of the
New Notes will be identical in all material respects to the form and terms of
the Old Notes except that:
(1) the New Notes will not contain terms with respect to transfer
restrictions,
(2) the New Notes will have been registered under the Securities
Act and
(3) the Registration Rights and contingent interest reset
provisions applicable to the Old Notes are not applicable to
the New Notes.
The Notes will bear interest at 6-7/8% per annum payable on April 1 and
October 1 of each year, commencing October 1, 2001, to the person in whose name
the Notes were registered at the close of business on the preceding March 15 and
September 15, respectively, subject to certain exceptions. The New Notes will be
issued only in fully registered form, without coupons, in purchase amounts of
$1,000 and integral multiples of $1,000 thereafter.
Principal of, premium, if any, and interest, if any, on the Notes
(other than Notes issued as Global Notes) will be payable, and the Notes (other
than Notes issued as Global Notes) 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 us for such purpose, provided that, at our option,
payment of interest may be made by check mailed to the address of the holder as
it appears in the register of the Notes. For certain information about Notes
issued in global form, see "-- Form of Notes" below. No service charge shall be
made for any registration of transfer or exchange of the Notes, but we may
require payment of a sum sufficient to cover any transfer tax or other
governmental charge payable in connection therewith.
The Indenture provides that the Trustee and the Paying Agent shall
promptly pay to us 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 us
following such two-year period, the registered holders of the Notes (the
"Noteholders") thereafter shall be entitled to payment only from us, subject to
all applicable escheat, abandoned property and similar laws.
The Indenture does not limit the amount of additional unsecured
indebtedness that we or any of our Subsidiaries may incur. The terms of the
Notes and the covenants contained in the Indenture do not afford holders of the
Notes protection in the event of a highly leveraged or other similar transaction
involving Martin Marietta Materials that may adversely affect Noteholders. See
"-- Certain Covenants" below.
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OPTIONAL REDEMPTION; SINKING FUND
The Notes will be redeemable at the option of Martin Marietta
Materials, in whole at any time or in part from time to time, on at least 30
days but not more than 60 days prior written notice mailed to the registered
holders thereof, at a redemption price equal to the greater of
(1) 100% of the principal amount of the Notes to be redeemed or
(2) the sum, as determined by the Quotation Agent (as defined
herein), of the present values of the principal amount of the
Notes to be redeemed and the remaining scheduled payments of
interest thereon from the redemption date to the maturity date
of the Notes to be redeemed, exclusive of interest accrued to
the redemption date (the "Remaining Life"), discounted from
their respective scheduled payment dates to the redemption
date on a semiannual basis (assuming a 360-day year consisting
of 30-day months) at the Treasury Rate (as defined herein)
plus 25 basis points plus accrued and unpaid interest on the
principal amount being redeemed to the date of redemption.
If money sufficient to pay the redemption price of and accrued interest
on all the Notes (or portions thereof) to be redeemed on the redemption date is
deposited with the Trustee or paying agent on or before the redemption date and
certain other conditions are satisfied, then on and after such redemption date,
interest will cease to accrue on such Notes (or such portion thereof) called for
redemption.
"Comparable Treasury Issue" means the United States Treasury security
selected by the Quotation Agent as having a maturity comparable to the Remaining
Life that would be utilized, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt securities
of comparable maturity with the Remaining Life.
"Comparable Treasury Price" means, with respect to any redemption date,
the average of two Reference Treasury Dealer Quotations for such redemption
date.
"Quotation Agent" means the Reference Treasury Dealer appointed by
Martin Marietta Materials.
"Reference Treasury Dealer" means Chase Securities Inc. and its
successors; provided, however, that if the foregoing ceases to be a primary U.S.
Government securities dealer in New York City (a "Primary Treasury Dealer"), we
will substitute therefor another Primary Treasury Dealer.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York
City time, on the third business day preceding such redemption date.
"Treasury Rate" means, with respect to any redemption date, the rate
per annum equal to the semiannual yield to maturity of the Comparable Treasury
Issue, calculated on the third business day preceding such redemption date using
a price for the Comparable Treasury Issue (expressed as a percentage of its
principal amount) equal to the Comparable Treasury Price for such redemption
date.
We may at any time, and from time to time, purchase the Notes at any
price or prices in the open market or otherwise.
The Notes will not be entitled to the benefit of any sinking fund or
other mandatory redemption obligation prior to maturity.
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AMENDMENT, SUPPLEMENT AND WAIVER
Subject to certain exceptions, the Indenture and the Notes may be
amended or supplemented with the written consent of the holders of not less than
a majority principal amount of the then outstanding Notes; provided that Martin
Marietta Materials and the Trustee may not without the consent of the holder of
each outstanding Note affected thereby
(1) reduce the amount of Notes whose holders must consent to an
amendment, supplement or waiver,
(2) reduce the rate of or extend the time for payment of interest
on the Notes,
(3) reduce the principal of or extend the fixed maturity of the
Notes, or
(4) make the Notes payable in money other than that stated in the
Notes.
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 Notes,
except a default in payment of principal or interest or in respect of other
provisions requiring the consent of the holder of each Note in order to amend.
Without the consent of any Noteholder, the Company and the Trustee may amend or
supplement the Indenture or the Notes without notice to cure any ambiguity,
omission, defect or inconsistency, to provide for uncertificated Notes in
addition to or in place of certificated Notes, 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 the Notes, 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 Noteholder, the Company and the Trustee
may amend or supplement the Indenture or the Notes to make any change that does
not materially adversely affect the rights of any Noteholder. Whenever we
request the Trustee to take any action under the Indenture, including a request
to amend or supplement the Indenture without the consent of any Noteholder, we
are 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 Noteholder, the Trustee may waive
compliance with any provisions of the Indenture or the Notes if the waiver does
not materially adversely affect the rights of any Noteholder.
CERTAIN COVENANTS
The terms of the Notes and the covenants contained in the Indenture do
not afford holders of the Notes protection in the event of a highly leveraged or
other similar transaction involving Martin Marietta Materials that may adversely
affect Noteholders. The Indenture does not limit the amount of additional
unsecured indebtedness that Martin Marietta Materials 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. A lease
obligation shall be counted only once even if the Company and one or more of its
Subsidiaries may be responsible for the obligation.
"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.
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"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 extendible 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. A Debt shall be counted only once even if the
Company and one or more of its Subsidiaries may be responsible for the
obligation.
"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 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 the Notes 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 any Principal Property, any Debt of a
Restricted Subsidiary owned by the Company or a Restricted Subsidiary on the
date the Notes 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.
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"Subsidiary" means a corporation, a majority of the Voting Stock of
which is owned by the Company and/or one or more Subsidiaries.
"Voting Stock" means capital stock having voting power under ordinary
circumstances to elect directors.
Limitations on Liens. 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 Notes
equally and ratably with all Debt secured by such Lien. The Lien may equally and
ratably secure such Notes and any other obligations of the Company or its
Subsidiaries that are not subordinated to any outstanding Notes. This
restriction will not apply to, among other things, certain Liens
(1) existing at the time a corporation becomes a Restricted
Subsidiary;
(2) 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, in the
case of construction, 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;
(3) in favor of the Company or another Restricted Subsidiary;
(4) existing at the time a corporation merges into, consolidates
with, or enters into a share exchange with the Company or a
Restricted Subsidiary or a person transfers or leases all or
substantially all its assets to the Company or a Restricted
Subsidiary; or
(5) 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 Notes, 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. 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 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
(1) the lease is between the Company and a Restricted Subsidiary
or between Restricted Subsidiaries;
(2) 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 in respect of the sale-leaseback
transaction without equally and ratably securing the
outstanding Notes;
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(3) 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;
(4) 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
(5) 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 Notes, and the Debt
prepaid was Long-Term Debt 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 Notes, 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 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 Notes 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 Notes and the
Indenture, the predecessor will be released from those obligations.
DEFAULT AND REMEDIES
An Event of Default under the Indenture in respect of the Notes is:
(1) default for 30 days in payment of interest on the Notes;
(2) default in payment of principal on the Notes;
(3) 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 the Notes; and
(4) certain events of bankruptcy or insolvency.
If an Event of Default occurs and is continuing, the Trustee or the
holders of at least 25% in principal amount of the outstanding Notes may declare
the Notes 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 Notes. No holder of Notes may pursue any remedy against the
Company under the Indenture (other than with respect to the right to receive
payment of principal or interest, if any) unless such holder previously shall
have given
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to the Trustee written notice of default and unless the holders of at least 25%
in principal amount of the Notes 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 Notes.
Noteholders may not enforce the Indenture or the Notes except as
provided in the Indenture. The Trustee may refuse to enforce the Indenture or
the Notes unless it receives indemnity satisfactory to it from the Company or,
under certain circumstances, the holders of the Notes 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 Notes may direct the Trustee in its exercise of any trust or power
under the Indenture in respect of the Notes. The Indenture provides that the
Trustee will give to the holders of the Notes notice of all defaults known to
it, within 90 days after the occurrence of any default with respect to the
Notes, unless the default shall have been cured or waived. The Trustee may
withhold from Noteholders 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 certain covenants under the Indenture and the absence of a default
thereunder, or as to any such default that existed.
A director, officer, employee or stockholder, as such, of the Company
shall not have any liability for any obligations of the Company under the Notes
or the Indenture or for any claim based on, in respect of, or by reason of such
obligations or their creation. By accepting a Note, each Note holder waives and
releases all such claims and liability. This waiver and release are part of the
consideration for the issue of the Notes.
DEFEASANCE
The Indenture provides 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 the Notes by
depositing funds or U.S. Government Obligations (as defined in the Indenture) or
Notes 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 Notes 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 Notes (except for certain
obligations, including obligations to register the transfer
and exchange of the Notes, to replace mutilated, destroyed,
lost or stolen Notes, 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, Notes 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 Notes on
the date when such payments become due in accordance with the
terms of the Indenture and the Notes.
In the event of any such defeasance under clause (1) above, the obligations of
the Company under the Indenture and the Notes, 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 the Notes 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 the Notes 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 Notes are then listed on a national securities exchange, such deposit,
defeasance or discharge will not cause the Notes to be delisted. For federal
income tax purposes, defeasance and discharge under clause (2) above may cause
holders of the Notes 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
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the Notes. 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 Notes 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 Notes 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 Notes on the date when such
payments become due in accordance with the terms of the Indenture and the Notes.
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 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 Notes on the date when
such payments become due in accordance with the terms of the
Indenture and the Notes.
GOVERNING LAW
The Notes and the Indenture will be governed by the laws of the State
of New York.
FORM OF NOTES
The certificates representing the Notes will be issued in fully
registered form, without coupons. Except as described in the next paragraph, the
Notes will be deposited with, or on behalf of, DTC, and registered in the name
of Cede & Co., as DTC's nominee in the form of a global Note certificate (the
"Global Note") or will remain in the custody of the Trustee pursuant to a FAST
Balance Certificate Agreement between DTC and the Trustee. Holders of the Notes
will own certificateless interests in the Global Note evidenced by records in
book entry form maintained by DTC (the "Book-Entry Interests").
Except as set forth below, the Global Note may not be transferred
except as a whole to another nominee of DTC or to a successor of DTC or its
nominee. Beneficial interests in the Global Note may not be exchanged for Notes
in physical, certificated form ("Certificated Notes") except in the limited
circumstances described below. All interests in the Global Note may be subject
to the procedures and requirements of DTC.
CERTAIN BOOK-ENTRY PROCEDURES FOR THE GLOBAL NOTES
The descriptions of the operations and procedures of DTC set forth
below are provided solely as a matter of convenience. These operations and
procedures are solely within the control of the DTC settlement system and are
subject to change by DTC from time to time. Neither the Company nor the Exchange
Agent take any responsibility for these operations or procedures, and investors
are urged to contact the DTC system or its participants directly to discuss
these matters.
DTC has advised the Company that it is
(1) a limited purpose trust company organized under the laws of
the State of New York,
(2) a "banking organization" within the meaning of the New York
Banking Law,
(3) a member of the Federal Reserve System,
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(4) a "clearing corporation" within the meaning of the Uniform
Commercial Code, as amended, and
(5) a "clearing agency" registered pursuant to Section 17A of the
Exchange Act. DTC was created to hold securities for its
participants (collectively, the "Participants") and
facilitates the clearance and settlement of securities
transactions between Participants through electronic
book-entry changes to the accounts of its Participants,
thereby eliminating the need for physical transfer and
delivery of certificates.
DTC's Participants include securities brokers and dealers (including
the Initial Purchasers), banks and trust companies, clearing corporations and
certain other organizations. Indirect access to DTC's system is also available
to other entities such as banks, brokers, dealers and trust companies
(collectively, the "Indirect Participants") that clear through or maintain a
custodial relationship with a Participant, either directly or indirectly.
Investors who are not Participants may beneficially own securities held by or on
behalf of DTC only through Participants or Indirect Participants.
The Company expects that pursuant to procedures established by DTC
(1) upon deposit of each Global Note, DTC will credit the accounts
of Participants designated by the Initial Purchasers with an
interest in the Global Note and
(2) ownership of such Global Notes will be shown on, and the
transfer of ownership thereof will be effected only through,
records maintained by DTC (with respect to the interests of
Participants) and the records of Participants and the Indirect
Participants (with respect to the interests of persons other
than Participants).
The laws of some jurisdictions may require that in order to effectively
transfer interests in securities to certain persons, such persons must take
physical delivery of such securities in definitive form. Accordingly, the
ability to transfer interests in the Notes represented by a Global Note to such
persons may be limited. In addition, because DTC can act only on behalf of its
participants, who in turn act on behalf of persons who hold interests through
Participants, the ability of a person having an interest in Notes represented by
a Global Note to pledge or transfer such interest to persons or entities that do
not participate in DTC's system, or to otherwise take actions in respect of such
interest, may be affected by the lack of a physical definitive security in
respect of such interest.
So long as DTC or its nominee is the registered owner of a Global Note,
DTC or such nominee, as the case may be, will be considered the sole owner or
holder of the Notes represented by the Global Note for all purposes under the
Indenture. Except as provided below, owners of beneficial interests in a Global
Note will not be entitled to have Notes represented by such Global Note
registered in their names, will not receive or be entitled to receive physical
delivery of Certificated Notes, and will not be considered the owners or holders
thereof under the Indenture for any purpose, including with respect to the
giving of any direction, instruction or approval to the Trustee thereunder.
Accordingly, each holder owning a beneficial interest in a Global Note must rely
on the procedures of DTC and, if such holder is not a Participant or an Indirect
Participant, on the procedures of the Participant through which such holder owns
its interest, to exercise any rights of a holder of Notes under the Indenture
with respect to such Global Note. The Company understands that under existing
industry practice, in the event that the Company requests any action of holders
of Notes, or a holder that is an owner of a beneficial interest in a Global Note
desires to take any action that DTC, as the holder of such Global Note, is
entitled to take, DTC would authorize the Participants to take such action and
the Participants would authorize holders owning through such Participants to
take such action or would otherwise act upon the instruction of such holders.
Neither the Company nor the Trustee will have any responsibility or liability
for any aspect of the records relating to or payments made on account of Notes
by DTC, or for maintaining, supervising or reviewing any records of DTC relating
to such Notes.
Payments with respect to the principal of, and premium, if any, and
interest on, any Notes represented by a Global Note registered in the name of
DTC or its nominee on the applicable record date will be payable by the
Company's Paying Agent to or at the direction of DTC or its nominee in its
capacity as the registered holder of the Global Note representing such Notes
under the Indenture. Initially, the Trustee will act as Paying Agent and
Registrar. Under the terms of the Indenture, the Company and the Company's
Paying Agent may treat the persons in whose names the Notes, including the
Global Notes, are registered as the owners thereof for the purpose of receiving
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payment thereon and for any and all other purposes whatsoever. Accordingly,
neither the Company, nor the Trustee, nor any Paying Agent has or will have any
responsibility or liability for the payment of such amounts to owners of
beneficial interests in a Global Note (including principal, premium, if any,
liquidated damages, if any, and interest). Payments by the Participants and the
Indirect Participants to the owners of beneficial interests in a Global Note
will be governed by standing instructions and customary industry practice and
will be the responsibility of the Participants or the Indirect Participants and
DTC.
Transfers between participants in DTC will be effected in accordance
with DTC's procedures. Neither the company nor the trustee will have any
responsibility for the performance by DTC or its participants or indirect
participants of their obligations under the rules and procedures governing DTC's
operations.
SAME-DAY SETTLEMENT AND PAYMENT
All payments of principal and interest with respect to the Notes 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 clearinghouse or next-day funds. In contrast, the Global
Notes are expected to trade in the Depositary's Same-Day Funds Settlement System
until maturity, and secondary market trading activity in the Global Notes will
therefore be required by the Depositary to settle in immediately available
funds. Secondary trading in Certificated Notes will also be required to be
settled 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.
CERTIFICATED NOTES
The Global Notes will be exchanged for Notes of like tenor and an equal
aggregate principal amount, in authorized denominations and in definitive form,
if
(1) DTC notifies the Company that it is unwilling or unable to
continue as Depositary or the Company determines that DTC is
unable to continue as Depositary and the Company fails to
appoint a successor Depositary within 90 days,
(2) the Company provides for such exchange pursuant to the terms
of the Indenture,
(3) the Company determines that such Notes shall no longer be
represented by Global Notes and executes and delivers to the
Trustee instructions to such effect or
(4) an Event of Default or event which, with notice or lapse of
time or both, would constitute an Event of Default with
respect to the Notes, and which entitles the holders of the
Notes to accelerate the Notes' maturity, shall have occurred
and be continuing.
Such Certificated Notes shall be registered in such name or names as
DTC shall instruct the Trustee. It is expected that such instructions may be
based upon directions received by DTC from Participants or Indirect Participants
with respect to ownership of beneficial interests in Global Notes. Upon any such
issuance, the Trustee is required to register such definitive Notes in the name
of such person or persons (or the nominee of any thereof) and cause the same to
be delivered thereto.
Neither the Company nor the Trustee shall be liable for any delay by
DTC or any Participant or Indirect Participant in identifying the beneficial
owners of the related Notes and each such person may conclusively rely on, and
shall be protected in relying on, instructions from DTC for all purposes
(including with respect to the registration and delivery, and the respective
principal amounts, of the Notes to be issued).
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TRUSTEE
First Union National Bank from time to time performs other services for
the Company in the normal course of business.
PLAN OF DISTRIBUTION
Each broker-dealer that receives New Notes for its own account pursuant
to the Exchange Offer must acknowledge that it will deliver a prospectus in
connection with any resale of such New Notes. This Prospectus, as it may be
amended or supplemented from time to time, may be used by a broker-dealer in
connection with resales of New Notes received in exchange for Old Notes where
such Old Notes were acquired as a result of market-making activities or other
trading activities. We have agreed to keep the Registration Statement effective
from the time the New Notes are first issued and ending on the earlier of 180
days after the Exchange Offer is completed or the time when such broker-dealers
no longer own any Old Notes. In addition, the Company agreed that, for a period
of 90 days from March 22, 2001, the date of the Offering Memorandum distributed
in connection with the sale of the Old Notes, none of Martin Marietta Materials,
any of its subsidiaries, other affiliates over which any of them exercises
management or voting control, or any person acting on their behalf will, without
the prior written consent of Chase Securities Inc., offer, sell, contract to
sell or otherwise dispose of any securities substantially similar to the Notes
other than in connection with this Exchange Offer.
We will not receive any proceeds from any sale of the New Notes by
broker-dealers. New Notes received by broker-dealers for their own account
pursuant to the Exchange Offer may be sold from time to time in one or more
transactions in the over-the-counter market, in negotiated transactions, through
the writing of options on the New Notes or a combination of such methods of
resale, at market prices prevailing at the time of resale, at prices related to
such prevailing market prices or negotiated prices. Any such resale may be made
directly to purchasers or to or through brokers or dealers who may receive
compensation in the form of commissions or concessions from any such
broker-dealer and/or the purchasers of any such New Notes. Any broker-dealer
that resells New Notes that were received by it for its own account pursuant to
the Exchange Offer and any broker or dealer that participates in a distribution
of such New Notes may be deemed to be an "underwriter" within the meaning of the
Securities Act and any profit on any such resale of New Notes and any
commissions or concessions received by any such persons may be deemed to be
underwriting compensation under the Securities Act. The Letter of Transmittal
states that by acknowledging that it will deliver and by delivering a
prospectus, a broker-dealer will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.
We have been advised by Chase Securities, Inc., Banc of America
Securities LLC, First Union Securities, Inc., Wachovia Securities, Inc., BB&T
Capital Markets/Scott & Stringfellow, Inc., BNP Paribas Securities Corp., RBC
Dominion Securities Corporation, State Street Capital Markets, LLC, Wells Fargo
Brokerage Services, LLC, collectively the Initial Purchasers of the Old Notes,
that following completion of the Exchange Offer they intend to make a market in
the New Notes to be issued in the Exchange Offer; however, such entities are
under no obligation to do so and any market activities with respect to the New
Notes may be discontinued at any time.
LEGAL MATTERS
Certain legal matters with respect to the issuance of the New Notes
will be passed upon for the Company by Willkie Farr & Gallagher, 787 Seventh
Avenue, New York, New York and 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. Certain
members of Robinson Bradshaw & Hinson, P.A. beneficially owned less than one
percent of the outstanding shares of the Company's common stock as of the date
of this Prospectus. Certain legal matters will be passed upon for the Initial
Purchasers of the Notes by Davis Polk & Wardwell, 450 Lexington Avenue, New
York, New York.
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EXPERTS
The consolidated financial statements of Martin Marietta Materials,
Inc. incorporated by reference in the Company's Annual Report on Form 10-K for
the year ended December 31, 2000, have been audited by Ernst & Young LLP,
independent auditors, as set forth in their report thereon incorporated by
reference therein and incorporated herein by reference. Such consolidated
financial statements are incorporated herein by reference in reliance upon such
report given on the authority of such firm as experts in accounting and
auditing.
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the informational requirements of the Securities
Exchange Act of 1934 and accordingly we file periodic reports, proxy statements
and other information with the Securities and Exchange Commission. You may
inspect and copy reports, proxy statements and other information at the public
reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Judiciary Plaza, Washington, D.C. 20549 and at the regional
offices of the Commission located at 7 World Trade Center, 13th Floor, New York,
New York 10048 and Citicorp Center, 14th Floor, 500 West Madison Street,
Chicago, Illinois 60661. You may obtain information on the operation of the
Commission's public reference facilities by calling the Commission at
1-800-SEC-0330. You also may obtain copies of periodic reports, proxy statements
and other information at prescribed rates by writing to the Commission, Public
Reference Section, 450 Fifth Street, N.W., Washington, D.C. 20549. You also may
access this information electronically through the Commission's web site on the
Internet at http://www.sec.gov. This web site contains reports, proxy statements
and other information regarding registrants such as ourselves that have filed
electronically with the Commission.
This Prospectus is a part of a Registration Statement filed by us with
the Commission under the Securities Act of 1933. As permitted by the rules and
regulations of the Commission, this Prospectus does not contain all of the
information contained in the Registration Statement and the exhibits and
schedules thereto. As such we make reference in this Prospectus to the
Registration Statement and to the exhibits and schedules thereto. For further
information about us and about the securities we hereby offer, you should
consult the Registration Statement and the exhibits and schedules thereto. You
should be aware that statements contained in this Prospectus concerning the
provisions of any documents filed as an exhibit to the Registration Statement or
otherwise filed with the Commission are not necessarily complete, and in each
instance reference is made to the copy of such document so filed. Each such
statement is qualified in its entirety by such reference.
We will file with First Union National Bank, which acts as trustee
pursuant to the indenture under which the new notes will be issued, within 15
days after we file with the Commission, copies of all of the annual reports and
of the information, documents and other reports (or copies of such portions of
any of the foregoing as the Commission may prescribe) which we are required to
file with the Commission pursuant to Section 13(a) and Section 15(d) of the
Exchange Act. We will also provide such other information as is required
pursuant to Section 314(a) of the Trust Indenture Act of 1939.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
We hereby incorporate by reference into this Prospectus the following
documents or information filed with the Commission (File No. 1-12744):
(1) the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 2000;
(2) the Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 2001; and
(3) 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 the Registration Statement of which this Prospectus is part
and prior to the effectiveness thereof or subsequent to the
date of this Prospectus and prior to the termination of the
offering made hereby.
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For purposes of this Prospectus, statements contained herein (or
documents incorporated or deemed to be incorporated herein) will be considered
modified or superseded to the extent that a subsequent statement contained
herein (or a subsequently filed document incorporated or deemed to be
incorporated herein) modifies them. Statements or documents that are so modified
or superseded will not be considered part of this Prospectus, except as so
modified or superseded.
This Prospectus incorporates important business and financial
information about the Company that is not included in or delivered with the
document. This information is available to you without charge upon written or
oral request to Roselyn Bar, Corporate Secretary and Deputy General Counsel,
Martin Marietta Materials, Inc., 2710 Wycliff Road, Raleigh, NC 27607-3033,
telephone number (919) 783-4603. To obtain timely delivery, you must request the
information no later than five business days before the date the Exchange Offer
expires. YOU MUST REQUEST THIS INFORMATION BY JUNE 29, 2001.
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================================================================================
$250,000,000
MARTIN MARIETTA
MATERIALS, INC.
6 7/8% NOTES DUE APRIL 1, 2011
----------------
PROSPECTUS
----------------
JUNE 8, 2001
================================================================================