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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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) DECEMBER 4, 1998
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MARTIN MARIETTA MATERIALS, INC.
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(Exact name of registrant as specified in its charter)
NORTH CAROLINA 1-12744 56-1848578
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2710 WYCLIFF ROAD, RALEIGH, NORTH CAROLINA 27607-3033
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(Address of principal executive offices)
Registrant's telephone number, including area code (919) 781-4550
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NOT APPLICABLE
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(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
Pursuant to a Stock Purchase Agreement dated as of October 2, 1998 (the
"Stock Purchase Agreement") by and between Martin Marietta Materials, Inc. (the
"Registrant") and Redland International Limited ("Redland"), effective at 12:01
a.m. (Eastern Standard Time) on December 4, 1998, the Registrant acquired all of
the issued and outstanding shares of capital stock of Redland Stone Products
Company (the "Company"), all as more particularly described in the Stock
Purchase Agreement.
The purchase consideration was established by negotiation and consisted
of $272 million in cash plus normal balance sheet liabilities, subject to
certain post-closing adjustments related to working capital, plus approximately
$8 million estimated for certain other assumed liabilities and transaction
costs. The Registrant did not assume any long-term debt of the Company in the
Stock Purchase Agreement. The initial purchase consideration paid at closing was
$272 million. Pursuant to the Stock Purchase Agreement, Redland agreed to
indemnify the Registrant with regard to certain liabilities of the Company. The
Registrant paid the initial purchase consideration from funds obtained from the
issuance of United States commercial paper, a portion of which was repaid with
the proceeds obtained from a private placement of 5.875% Notes due December 1,
2008 issued in the aggregate principal amount of $200 million.
The Company's operations and business primarily relate to the
production, marketing, distribution and sale of construction aggregates products
and asphaltic concrete. The Registrant intends to operate the Company as a new
division of the Registrant with its headquarters in San Antonio, Texas.
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.
(c) Exhibits.
Exhibit 2 Stock Purchase Agreement dated as of October 2,
1998 by and between Martin Marietta Materials,
Inc. and Redland International Limited. 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.
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Exhibit 99.1 Press Release dated October 5, 1998
Exhibit 99.2 Press Release dated December 7, 1998
Exhibit 99.3 Revolving Credit Agreement dated as of December 3,
1998 among Martin Marietta Materials, Inc. and
Morgan Guaranty Trust Company of New York, as
Agent Bank.
Exhibit 99.4 Amendment No. 1 to the Credit Agreement dated as
of October 16, 1998 among Martin Marietta
Materials, Inc. and Morgan Guaranty Trust Company
of New York, as Agent Bank.
Exhibit 99.5 Amendment No. 2 to the Credit Agreement dated as
of December 3, 1998 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
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Bruce A. Deerson
Vice President and General Counsel
Date: December 18, 1998