1 As filed with the Securities and Exchange Commission on December 17, 1999 Registration No. 33-99082 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------- MARTIN MARIETTA MATERIALS, INC. (Exact name of registrant as specified in its charter) NORTH CAROLINA 56-1848578 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 2710 WYCLIFF ROAD RALEIGH, NORTH CAROLINA 27607 (919) 781-4550 (Address, including zip code and telephone number, including area code, of registrant's principal executive offices) ---------------------------- BRUCE A. DEERSON VICE PRESIDENT AND GENERAL COUNSEL MARTIN MARIETTA MATERIALS, INC. 2710 WYCLIFF ROAD RALEIGH, NORTH CAROLINA 27607 (919) 781-4550 (Name, address, including zip code, and telephone number, including area code, of agent for service) with copies to: MICHAEL A. SCHWARTZ STEPHEN M. LYNCH WILLKIE FARR & GALLAGHER ROBINSON, BRADSHAW & HINSON, P.A. 787 SEVENTH AVENUE 101 NORTH TRYON STREET NEW YORK, NEW YORK 10019-6099 SUITE 1900 (212) 728-8000 CHARLOTTE, NORTH CAROLINA 28246 (704) 377-2536 ---------------------- Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement as determined by market conditions. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: [ ] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: [ ] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] ___________________ If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] _____________________ If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ]
2 DEREGISTRATION OF UNISSUED DEBT SECURITIES Pursuant to this Post-Effective Amendment No. 1 to its Registration Statement on Form S-3 (file No. 33-99082) filed with the Securities and Exchange Commission on November 30, 1995, as supplemented by a Prospectus Supplement filed with the Securities and Exchange Commission on August 4, 1997 (together, the "Registration Statement"), Martin Marietta Materials, Inc. (the "Registrant") deregisters up to $50,000,000 aggregate principal amount of the Registrant's debt securities that were previously registered pursuant to Rule 415 under the Securities Act of 1933. The debt securities being deregistered were not sold by the Registrant in the period during which the Registrant agreed to keep the Registration Statement effective. In accordance with the undertakings contained in Part II of the Registration Statement, the Registrant hereby removes from registration all of the debt securities in the principal amount of $50,000,000 that remain unsold. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable ground to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized, in Raleigh, North Carolina, on December 17, 1999. MARTIN MARIETTA MATERIALS, INC. By: /s/ Bruce A. Deerson ---------------------------------- Vice President and General Counsel Pursuant to the requirement of the Securities Act of 1933, this Post-Effective Amendment No. 1 has been signed on December 17, 1999 by the following persons in the capacities indicated. Signature Title Date - --------- ----- ---- /s/ Stephen P. Zelnak, Jr. Chairman of the Board, December 17, 1999 - ----------------------------- President and Chief Stephen P. Zelnak, Jr. Executive Officer /s/ Janice K. Henry Senior Vice President, December 17, 1999 - ----------------------------- Chief Financial Officer Janice K. Henry and Treasurer /s/ Anne H. Lloyd Vice President, Controller December 17, 1999 - ----------------------------- and Chief Accounting Officer Anne H. Lloyd
3 Signature Title Date - --------- ----- ---- /s/ Richard G. Adamson* Director December 17, 1999 - ----------------------------- Richard G. Adamson /s/ Marcus C. Bennett* Director December 17, 1999 - ----------------------------- Marcus C. Bennett /s/ Bobby F. Leonard* Director December 17, 1999 - ----------------------------- Bobby F. Leonard /s/ Frank H. Menaker, Jr.* Director December 17, 1999 - ----------------------------- Frank H. Menaker, Jr. /s/ William E. McDonald* Director December 17, 1999 - ----------------------------- William E. McDonald /s/ James M. Reed* Director December 17, 1999 - ----------------------------- James M. Reed /s/ William B. Sansom* Director December 17, 1999 - ----------------------------- William B. Sansom /s/ Richard A. Vinroot* Director December 17, 1999 - ----------------------------- Richard A. Vinroot *By Power of Attorney /s/ Roselyn R. Bar - ----------------------------- Roselyn R. Bar Attorney-in-fact