1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) MAY 28, 1997
--------------------------
MARTIN MARIETTA MATERIALS, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
NORTH CAROLINA 1-12744 56-1848578
- --------------------------------------------------------------------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2710 WYCLIFF ROAD, RALEIGH, NORTH CAROLINA 27607
- --------------------------------------------------------------------------------
(Address of principal executive offices)
Registrant's telephone number, including area code (919) 781-4550
--------------
NOT APPLICABLE
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
2
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
Pursuant to a Stock Purchase Agreement dated as of May 28, 1997 (the
"Stock Purchase Agreement") by and between Martin Marietta Materials, Inc. (the
"Registrant") and CSR America, Inc. ("CSRA"), effective at 11:59 p.m. (Eastern
Daylight Savings Time) on May 28, 1997, the Registrant acquired all of the
issued and outstanding shares of capital stock of American Aggregates
Corporation (the "Company") and certain other assets of CSRA, all as more
particularly described in the Stock Purchase Agreement.
The purchase consideration was established by negotiation and consists
of approximately $229.7 million payable in cash, subject to working capital and
other post-closing adjustments, and the assumption of approximately $2.1 million
in certain liabilities, in addition to those included with net working capital,
as adjusted, as will be presented in the pro forma financial information. The
initial purchase consideration paid at closing was approximately $204.7 million.
Pursuant to the Stock Purchase Agreement, CSRA assumed certain liabilities of
the Company. In accordance with a consent order with the Department of Justice,
the Company is required to sell the quarry operations at Harding Street,
Indianapolis, Indiana ("Harding Street") within a certain period of time. The
Stock Purchase Agreement provides that on the earlier of the date Harding Street
is sold or the 91st day following the date of the Stock Purchase Agreement, the
Registrant will pay an additional $25.0 million plus interest to CSRA as part of
the purchase consideration. The Registrant paid the initial purchase
consideration from funds obtained under a 5-year revolving credit loan and a
364-day revolving credit loan with Morgan Guaranty Trust Company of New York, as
agent bank.
The Company's operations and business primarily relate to the
production, marketing, distribution and sale of construction aggregates
products. It is the present intent of the Registrant that the Company continue
its operations and business.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired.
The financial statements required by this item are not
included in this report and will be filed no later than 60
days from the date this report must be filed.
(b) Pro Forma Financial Information.
The pro forma financial information required by this item is
not included in this report and will be filed no later than 60
days from the date this report must be filed.
3
(c) Exhibits.
Exhibit 2 Stock Purchase Agreement dated as of May
28, 1997 by and between Martin Marietta
Materials, Inc. and CSR America, Inc. Note:
The Registrant has not filed the exhibits
and schedules to the Stock Purchase
Agreement on the basis that these are not
material for the purposes of this filing;
however, the Registrant agrees to furnish
such documents to the Securities and
Exchange Commission upon request.
Exhibit 99.1 Press Release dated May 27, 1997
Exhibit 99.2 Press Release dated May 29, 1997
Exhibit 99.3 Revolving Credit Agreement dated as of
May 27, 1997 among Martin Marietta
Materials, Inc. and Morgan Guaranty Trust
Company of New York, as Agent Bank.
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.
(Registrant)
By /s/ Bruce A. Deerson
---------------------------------
Bruce A. Deerson
Vice President and General Counsel
Date: June 12, 1997