-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BxqXTnoAKLyzNpThrxa7T2lJMTADa0NtzzBkpBKIUgjCtCABKg+lpiHgr5Mv5Bmx hwArtapMskdX0YVoN+IyEg== 0001181431-08-057262.txt : 20081014 0001181431-08-057262.hdr.sgml : 20081013 20081014200553 ACCESSION NUMBER: 0001181431-08-057262 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20081009 FILED AS OF DATE: 20081014 DATE AS OF CHANGE: 20081014 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MARTIN MARIETTA MATERIALS INC CENTRAL INDEX KEY: 0000916076 STANDARD INDUSTRIAL CLASSIFICATION: MINING, QUARRYING OF NONMETALLIC MINERALS (NO FUELS) [1400] IRS NUMBER: 561848578 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2710 WYCLIFF RD CITY: RALEIGH STATE: NC ZIP: 27607 BUSINESS PHONE: 9197814550 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PATTERSON WILLIAM J CENTRAL INDEX KEY: 0001202551 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12744 FILM NUMBER: 081123808 MAIL ADDRESS: STREET 1: 591 REDWOOD HIGHWAY STREET 2: SUITE 3215 CITY: MILL VALLEY STATE: CA ZIP: 94941 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OBERNDORF WILLIAM E CENTRAL INDEX KEY: 0001218663 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12744 FILM NUMBER: 081123809 BUSINESS ADDRESS: BUSINESS PHONE: 4153836600 MAIL ADDRESS: STREET 1: SPO PARTNERS & CO STREET 2: 591 REDWOOD HWY STE 3215 CITY: MILL VALLEY STATE: CA ZIP: 94941 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SCULLY JOHN H CENTRAL INDEX KEY: 0001202553 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12744 FILM NUMBER: 081123810 MAIL ADDRESS: STREET 1: 591 REDWOOD HIGHWAY STREET 2: SUITE 3215 CITY: MILL VALLEY STATE: CA ZIP: 94941 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SPO ADVISORY CORP CENTRAL INDEX KEY: 0000919468 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12744 FILM NUMBER: 081123811 BUSINESS ADDRESS: STREET 1: 591 REDWOOD HIGHWAY STREET 2: SUITE 3215 CITY: MILL VALLEY STATE: CA ZIP: 94941 BUSINESS PHONE: 4153836600 FORMER NAME: FORMER CONFORMED NAME: SF ADVISORY CORP DATE OF NAME CHANGE: 19990329 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MCDERMOTT EDWARD H CENTRAL INDEX KEY: 0001252464 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12744 FILM NUMBER: 081123812 MAIL ADDRESS: STREET 1: 591 REDWOOD HIGHWAY STREET 2: STE 3215 CITY: MILL VALLEY STATE: CA ZIP: 94941 4 1 rrd221034.xml STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP X0303 4 2008-10-09 0 0000916076 MARTIN MARIETTA MATERIALS INC MLM 0000919468 SPO ADVISORY CORP 591 REDWOOD HIGHWAY, SUITE 3215 MILL VALLEY CA 94941 0 0 1 0 0001202553 SCULLY JOHN H 591 REDWOOD HIGHWAY, SUITE 3215 MILL VALLEY CA 94941 0 0 1 0 0001218663 OBERNDORF WILLIAM E 591 REDWOOD HIGHWAY, SUITE 3215 MILL VALLEY CA 94941 0 0 1 0 0001202551 PATTERSON WILLIAM J 591 REDWOOD HIGHWAY, SUITE 3215 MILL VALLEY CA 94941 1 0 1 0 0001252464 MCDERMOTT EDWARD H 591 REDWOOD HIGHWAY , SUITE 3215 MILL VALLEY CA 94941 0 0 1 0 Common Stock 2008-10-09 4 P 0 100000 76.98 A 5181235 I See footnotes The entities directly acquiring the shares reported on this form are SPO Partners II, L.P. ("SPO Partners"), which bought 166,200 shares, San Francisco Partners II, L.P. ("SF Partners"), which bought 4,600 shares, Phoebe Snow Foundation ("PSF"), which bought 1,800 shares, the Elizabeth R. & William J. Patterson Foundation ("WJPFND"), which bought 400 shares, and William E. Oberndorf ("WEO"), who bought 100 shares. The range of prices for the purchases reported in Line 1 above was $76.58-$77.00( full detailed information regarding the shares purchased at each price will be provided upon request ). Due to the purchases causing this filing and related filings today, 4,994,435 shares of the issuer's common stock are owned directly by SPO Partners, and may be deemed to to be indirectly beneficially owned by (i) SPO Advisory Partners, L.P. ("SPO Advisory"), the sole general partner of SPO Partners, (ii) SPO Advisory Corp. ("SPO Corp."), the sole general partner of SPO Advisory, and (iii) John H. Scully ("JHS"), WEO, William J. Patterson ("WJP")and Edward H. McDermott ("EHM"), the four controlling persons of SPO Corp. Additionally, 186,800 shares of the issuer's common stock are owned directly by SF Partners, and may be deemed to be indirectly beneficially owned by (i) SF Advisory Partners, L.P. ("SF Advisory"), the sole general partner of SF Partners, (ii) SPO Corp., the sole general partner of SF Advisory, and (iii) JHS, WEO, WJP and EHM the four controlling persons of SPO Corp. Additionally, as a result of the purchases causing this filing and related filings today, PSF owns 74,600 shares, JHS owns 1,400 shares in his IRAs, which are self directed, WEO owns 4,700 shares in his IRA, which is self-directed, WJPFND owns 6,500 shares, WJP owns 100 shares in his IRA, which is self-directed and EHM owns 100 shares in his IRA, which is self-directed. Form 2 of 2. The individuals listed in the notes above (each a "Reporting Person") may be deemed to form a "group", as such term is defined in Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934, for purposes of this filing. This filing shall not be deemed as an admission by any Reporting Person that such person is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of any equity securities covered by this statement. Each Reporting person disclaims beneficial ownership of the reported securities except to the extent of their respective pecuniary interests, if any, therein. Kim Silva 2008-10-14 -----END PRIVACY-ENHANCED MESSAGE-----