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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 21, 1996
MARTIN MARIETTA MATERIALS, INC.
(Exact name of registrant as specified in charter)
North Carolina 56-1848578
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
2710 Wycliff Road, Raleigh, North Carolina 27607-3033
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(919) 781-4550
[Not Applicable]
(Former name or former address, if changed from last report)
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Item 5. Other Events
Adoption of Stockholder Rights Plan
On October 15, 1996, the Board of Directors of Martin
Marietta Materials, Inc. (the "Company") declared a dividend distribution of
one Right for each outstanding share of the Company's common stock, par
value $.01 per share (the "Common Stock"), payable to stockholders of record
at the close of business on October 21, 1996 (the "Record Date") and with
respect to the Common Stock issued thereafter until the Distribution Date
(defined below) and, in certain circumstances, with respect to the Common
Stock issued after the Distribution Date. Each Right, when it becomes
exercisable, generally entitles the registered holder to purchase from the
Company a unit consisting initially of one one-thousandth of a share (a
"Unit") of Junior Participating Class A Preferred Stock, par value $.01
per share (the "Preferred Stock"), of the Company, at a Purchase Price
of $100 per Unit, subject to adjustment (the "Purchase Price"). The
description and terms of the Rights are set forth in a Rights Agreement (the
"Rights Agreement"), dated as of October 21, 1996, between the Company and
First Union National Bank of North Carolina, as Rights Agent.
Initially, the Rights will be attached to all certificates
representing shares of Common Stock then outstanding, and no separate
certificates evidencing the Rights ("Rights Certificates") will be distributed.
The Rights will separate from the Common Stock and a Distribution Date will
occur upon the earlier of (i) ten (10) days (or such later date as the Board
of Directors shall determine) following public disclosure that a Person or
group of affiliated or associated Persons has become an "Acquiring Person" (as
defined below), or (ii) ten (10) business days (or such later date as the
Board of Directors shall determine) following the commencement of a tender
offer or exchange offer that would result in a Person or group becoming an
"Acquiring Person". Except as set forth below, an "Acquiring Person" is a
Person or group of affiliated or associated Persons who has acquired
beneficial ownership of 15% or more of the outstanding shares of Common Stock.
The term "Acquiring Person" excludes (i) the Company, (ii) any subsidiary of
the Company, (iii) any employee benefit plan of the Company or any subsidiary
of the Company, and (iv) any Person or entity organized, appointed or
established by the Company for or pursuant to the terms of any such plan.
Until the occurrence of the Distribution Date, (i) the Rights will
be evidenced by the Common Stock certificates and will be transferred with and
only with such Common Stock certificates, (ii) new Common Stock certificates
issued after the Record Date will contain a notation incorporating the Rights
Agreement by reference, and (iii) the surrender for transfer of any
certificates for Common Stock outstanding will also
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constitute the transfer of the Rights associated with the Common
Stock represented by such certificate. Pursuant to the Rights Agreement, the
Company reserves the right to require prior to the occurrence of a Triggering
Event (as defined below) that, upon any exercise of Rights, a number of
Rights be exercised so that only whole shares of Preferred Stock will be
issued.
As soon as practicable after the occurrence of the Distribution
Date, Rights Certificates will be mailed to holders of record of the Common
Stock as of the close of business on the Distribution Date and, thereafter,
the separate Rights Certificates alone will represent the Rights.
Except in certain circumstances specified in the Rights Agreement or as
otherwise determined by the Board of Directors, only shares of Common
Stock issued prior to the Distribution Date will be issued with Rights.
The Rights are not exercisable until the occurrence of the
Distribution Date and until the Rights no longer are redeemable. The Rights
will expire at the close of business on October 21, 2006, unless extended or
earlier redeemed by the Company as described below.
In the event that, at any time following the Distribution Date,
a Person becomes an Acquiring Person, each holder of a Right will thereafter
have the right to receive, upon exercise of the Right, Common Stock (or, in
certain circumstances, cash, property or other securities of the Company)
having a value equal to two times the exercise price of the Right.
Notwithstanding any of the foregoing, following the occurrence of the event
set forth in this paragraph, all Rights that are, or (under certain
circumstances specified in the Rights Agreement) were, beneficially owned
by any Acquiring Person will be null and void and nontransferable and any
holder of any such right (including any purported transferee or
subsequent holder) will be unable to exercise or transfer any such right.
For example, at an exercise price of $100 per Right, each Right not owned by
an Acquiring Person (or by certain related parties) following a
Triggering Event (as defined below) would entitle its holder to purchase
$200 worth of Common Stock (or other consideration, as noted above) for $100.
Assuming that the Common Stock had a per share value of $25 at such time, the
holder of each valid Right would be entitled to purchase 8 (eight) shares of
Common Stock for $100.
In the event that, at any time following the date on which there
has been public disclosure that, or of facts indicating that, a Person has
become an Acquiring Person (the "Stock Acquisition Date"), (i) the Company is
acquired in a merger or other business combination transaction in which the
Company is not the surviving corporation, or (ii) 50% or more of the
Company's assets or earning power is sold, mortgaged or transferred, each
holder of a Right (except Rights which previously have been voided as set forth
above) shall thereafter
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have the right to receive, upon exercise, common stock of the
acquiring company having a value equal to two times the exercise price of the
Right. The events set forth in this paragraph and in the preceding paragraph
are referred to as the "Triggering Events."
The purchase price payable, and the number of Units of Preferred
Stock or other securities or property issuable, upon exercise of the
Rights are subject to adjustment from time to time to prevent dilution (i) in
the event of a stock dividend on, or a subdivision, combination or
reclassification of, the Preferred Stock, (ii) if holders of the Preferred
Stock are granted certain rights or warrants to subscribe for Preferred Stock
or convertible securities at less than the current market price of the
Preferred Stock, or (iii) upon the distribution to holders of the Preferred
Stock of evidences of indebtedness or assets (excluding regular quarterly cash
dividends) or of subscription rights or warrants (other than those referred to
above).
With certain exceptions, no adjustment in the purchase price will
be required until cumulative adjustments amount to at least 1% of the
purchase price. No fractional Units will be issued and, in lieu thereof, an
adjustment in cash will be made based on the market price of the Preferred
Stock on the last trading date prior to the date of exercise.
Because of the nature of the Preferred Stock's dividend,
liquidation and voting rights, the value of the one one-thousandth interest
in a share of Preferred Stock purchasable upon exercise of each Right should
approximate the value of one share of Common Stock. Shares of Preferred Stock
purchasable upon exercise of the Rights will not be redeemable. Each share of
Preferred Stock will be entitled to a quarterly dividend payment of 1000
times the dividend declared per share of Common Stock. In the event of
liquidation, each share of Preferred Stock will be entitled to a $10.00
preference, and thereafter the holders of the shares of Preferred Stock
will be entitled to an aggregate payment of 1000 times the aggregate payment
made per share of Common Stock. Each share of Preferred Stock will have 1000
votes, voting together with the shares of Common Stock. These rights are
protected by customary anti-dilution provisions.
At any time until ten days following a Stock Acquisition Date,
the Company may redeem the Rights in whole, but not in part, at a price
(the "Redemption Price") of $.01 per Right. The Redemption Price may be
payable in cash, Common Stock or other consideration deemed appropriate by
the Board of Directors. Following a Stock Acquisition Date, the redemption of
any Rights must be approved by a majority of the Continuing Directors,
and the Continuing Directors must constitute a majority of the directors then
in office. Moreover, during the 120-day period immediately following a
change in a majority of the Board of
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Directors as a result of a proxy or consent solicitation, the
Rights may only be redeemed if approved by a majority of the Directors then
in office who were in office at the commencement of such proxy or consent
solicitation. A "Continuing Director" is (i) any Person who on the Record
Date was a member of the Board of Directors, while such Person is a member of
the Board, who is not an Acquiring Person, or an Affiliate or Associate of
an Acquiring Person, or a representative or nominee of an Acquiring Person
or of any such Affiliate or Associate, or (ii) any Person who subsequently
becomes a member of the Board, while such Person is a member of the Board, who
is not an Acquiring Person, or an Affiliate or Associate of an Acquiring
Person, or a representative or nominee of an Acquiring Person or of any such
Affiliate or Associate, if such Person's nomination for election or election
to the Board is recommended or approved by a majority of the Continuing
Directors. The redemption of the Rights may be made effective at such time
and on such terms and conditions as the Board of Directors in its sole
discretion may establish. Immediately following the action of the Board of
Directors effecting the redemption of the Rights, the Rights will
terminate and the only right of the holders of Rights will be to receive the
Redemption Price.
At any time after the Rights become exercisable for Common Stock
or other consideration of the Company, the Board of Directors may exchange
the Rights, in whole or in part, at an exchange ratio of one share of Common
Stock, and/or equity securities deemed to have the same value as one share
of Common Stock, per Right, subject to adjustment.
Until a Right is exercised, the holder thereof, as such, will have
no rights as a stockholder of the Company, including, without limitation, the
right to vote or to receive dividends. While the distribution of the Rights
will not be taxable to stockholders or to the Company, stockholders may,
depending upon the circumstances, recognize taxable income in the event that
the Rights become exercisable for Common Stock (or other consideration) of
the Company or for common stock of the acquiring company as set forth above.
Other than those provisions relating to the principal economic terms
of the Rights, any of the provisions of the Rights Agreement may be
amended by resolution of the Company's Board of Directors prior to the
Distribution Date; provided that, following a Stock Acquisition Date, such
resolution is approved by a majority of the Continuing Directors and
the Continuing Directors constitute a majority of the directors then in
office. After the Distribution Date, the provisions of the Rights Agreement
may be amended by resolution of the Company's Board of Directors in order to
cure any ambiguity, to make changes which do not adversely affect the
interests of holders of Rights (excluding the interests of any Acquiring
Person or its affiliates or associates), or to shorten or lengthen any time
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period under the Rights Agreement; provided that, following a
Stock Acquisition Date, such resolution is approved by a majority of the
Continuing Directors and the Continuing Directors constitute a majority of
the directors then in office; and provided further, that no amendment to
adjust the time period governing redemption shall be made at such time as
the Rights are not redeemable.
A copy of the Rights Agreement, which includes as Exhibit B the form
of Rights Certificate, is filed as an Exhibit hereto. A copy of the
Rights Agreement is available free of charge from the Company. This summary
description of the Rights does not purport to be complete and is qualified in
its entirety by reference to the Rights Agreement.
Completion of Split Off of the Company by Lockheed Martin Corporation
On October 21, 1996, Lockheed Martin Corporation and the
Company jointly announced the successful completion of the split off of the
Company from Lockheed Martin Corporation. A copy of the press release
making such announcement is filed herewith as an Exhibit hereto, and
the information contained in such press release is incorporated hereby by
reference in its entirety.
Effectiveness of Anti-takeover Amendments to Charter and Bylaws
Effective on October 21, 1996, various amendments to the Articles
of Incorporation and Bylaws of the Company that were approved at the
Special Meeting of Shareholders held on September 27, 1996 became
effective. The purposes and effects of such amendments are described in the
Company's Proxy Statement dated August 28, 1996 (the "Proxy Statement"),
which information is incorporated herein by this reference in its entirety.
A copy of the Restated Articles of Incorporation and Bylaws of the
Corporation is filed as an Exhibit hereto. Copies of the Proxy Statement are
available free of charge from the Company.
Release of Third Quarter Earnings Results
On October 21, 1996, the Company issued a press release
announcing financial results for the third quarter and nine months ended
September 30, 1996. A copy of the press release making such announcement is
filed herewith as an Exhibit hereto, and the information contained in such
press release is incorporated hereby by reference in its entirety.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of businesses acquired: None.
(b) Pro Forma financial information: None.
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(c) Exhibits:
3.1 Restated Articles of Incorporation of the Company
3.2 Articles of Amendment of the Company with respect
to the Junior Participating Class A Preferred
Stock
3.3 Restated Bylaws of the Company
4.1 Rights Agreement, dated as of October 21, 1996,
between Martin Marietta Materials, Inc. and
First Union National Bank of North Carolina
(incorporated by reference to Exhibit 1 to the
Martin Marietta Materials, Inc. registration
statement on Form 8-A filed with the Securities
and Exchange Commission on October 21, 1996)
99.1 Press Release of Martin Marietta Materials,
Inc., dated October 21, 1996, announcing
completion of exchange offer
99.2 Press Release of Martin Marietta Materials,
Inc., dated October 21, 1996, announcing
third quarter earnings results
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
MARTIN MARIETTA MATERIALS, INC.
/s/ Bruce A. Deerson
Name: Bruce A. Deerson
Title: Vice President and
General Counsel
October 25, 1996
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EXHIBIT INDEX
Exhibit
3.1 Restated Articles of Incorporation of the Company
3.2 Articles of Amendment of the Company with respect to the Junior
Participating Class A Preferred Stock
3.3 Restated Bylaws of the Company
99.1 Press Release of Martin Marietta Materials, Inc., dated October 21,
1996, announcing completion of exchange offer
99.2 Press Release of Martin Marietta Materials, Inc., dated October 21,
1996, announcing third quarter earnings results