EX-99.02 12 g69618ex99-02.txt FORM OF NOTICE OF GUARANTEED DELIVERY 1 EXHIBIT 99.02 NOTICE OF GUARANTEED DELIVERY 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 As set forth in the Prospectus dated , 2001 (the "Prospectus") of Martin Marietta Materials, Inc. (the "Company") under "The Exchange Offer--Guaranteed Delivery Procedure" and in the Letter of Transmittal (the "Letter of Transmittal") relating to the offer (the "Exchange Offer") by the Company to exchange up to $250,000,000 in aggregate principal amount of its 6 7/8% Notes due 2011 (the "New Notes") for $250,000,000 in aggregate principal amount of its 6 7/8% Notes due 2011, issued and sold in a transaction exempt from registration under the Securities Act of 1933, as amended (the "Old Notes"), this form or one substantially equivalent hereto must be used to accept the Exchange Offer of the Company if: (i) certificates for the Old Notes are not immediately available; or (ii) time will not permit all required documents to reach the Exchange Agent (as defined below) on or prior to the Expiration Date (as defined in the Prospectus) of the Exchange Offer. Such form may be delivered by hand or transmitted by telegram, telex, facsimile transmission or letter to the Exchange Agent. To: First Union National Bank (the "Exchange Agent") By Mail: By Overnight Carrier: By Hand: First Union National Bank First Union National Bank First Union National Bank Corporate Trust Reorganization Corporate Trust Reorganization 40 Broad Street 1525 West W.T. Harris Blvd., 3C3 1525 West W.T. Harris Blvd., 3C3 5th Floor, Suite 550 Charlotte, North Carolina 28288 Charlotte, North Carolina 28262 New York, New York 10004 Attn: Laura Richardson Attn: Laura Richardson
By Facsimile Transmission: (For Eligible Institutions Only) (704) 590-7628 Confirm by Telephone (704) 590-7408 DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMITTAL OF THIS INSTRUMENT TO A FACSIMILE OR TELEX NUMBER OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY. 2 Ladies and Gentlemen: The undersigned hereby tenders to the Company, upon the terms and conditions set forth in the Prospectus and the Letter of Transmittal (which together constitute the "Exchange Offer"), receipt of which are hereby acknowledged, the principal amount of Old Notes set forth below pursuant to the guaranteed delivery procedure described in the Prospectus and the Letter of Transmittal. Sign Here Principal Amount of Old Notes Signature(s) ---------------------------------- Tendered ---------------------------------- Certificate Nos. Please Print the Following Information (if available) Name(s) ---------------------------- --------------------------------------- Total Principal Amount ---------------------------------------------- Represented by Old Notes Address --------------------------------------- Certificate(s) -------------------------- ---------------------------------------------- Account Number Area Code and Tel. No(s). ---------------------------- --------------------- Dated: , 2001 ---------------- ----------------------------------------------
GUARANTEE The undersigned, a member of a recognized signature guarantee medallion program within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, hereby guarantees that delivery to the Exchange Agent of certificates tendered hereby, in proper form for transfer, or delivery of such certificates pursuant to the procedure for book-entry transfer, in either case with delivery of a properly completed and duly executed Letter of Transmittal (or facsimile thereof) and any other required documents, is being made within five business days after the date of execution of a Notice of Guaranteed Delivery of the above-named person. Name of Firm -------------------------------------------------------------------- Authorized Signature ------------------------------------------------------------ Number and Street or P.O. Box --------------------------------------------------- City, State, Zip Code ----------------------------------------------------------- Area Code and Tel. No. ---------------------------------------------------------- Dated: , 2001 --------------