APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: FROM
TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
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. X
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Title of Each Class Amount to be Proposed Maximum Proposed Maximum Amount of
of Securities to be Registered Offering Price Aggregate Offering Registration Fee
Registered Per Unit Price
<S> <C> <C> <C> <C>
Common Stock 67,648(1) $46.6875(2) $3,158,316 $1,089.07
<FN>
(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended,
there is registered hereby an indeterminate number of additional shares
of Common Stock that may be issuable due to any stock split, stock
dividend or similar transaction.
(2) Estimated solely for the purpose of calculating the registration
fee pursuant to Rule 457 based on the average of the high and low price
as reported by the New York Stock Exchange for January 21, 1994.
</TABLE>
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
PROSPECTUS
67,648 Shares of Common Stock
(par value $1.00 per share)
This Prospectus relates to 67,648 presently outstanding shares
(the "Shares") of common stock, par value $1.00 per share (the "Common
Stock"), of Vulcan Materials Company, a New Jersey corporation (the
"Company"), which may be offered from time-to-time by certain shareholders of
the Company (the "Selling Shareholders") as identified herein under the
heading "Selling Shareholders."
The distribution of the Shares by the Selling Shareholders may be
effected in one or more transactions on the New York Stock Exchange ("NYSE"),
in negotiated transactions or otherwise, at market prices prevailing at the
time of sale, at prices related to such prevailing market prices or at
negotiated prices. The Company will not receive any of the proceeds from the
sale of the Shares.
The Common Stock of the Company is traded on the NYSE under the symbol
"VMC." On January 21, 1994, the last price for shares of Common Stock as
reported on the NYSE was $46.875 per share.
No dealer, salesman or other person is authorized to give any
information or to make any representation in connection with the Shares
offered by this Prospectus other than those contained or incorporated by
reference herein and, if given or made, any such information or representation
must not be relied upon as having been authorized by the Company or the
Selling Shareholders. This Prospectus does not constitute an offer to sell or
a solicitation of an offer to buy any securities other than those to which it
relates, or an offer to sell or a solicitation of an offer to buy securities
by or to any person in any jurisdiction in which it would be unlawful to make
such offer or solicitation. Neither the delivery of this Prospectus nor any
sale made hereunder shall, under any circumstances, create any implication
that there has been no change in the affairs of the Company since the date
hereof.
THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
The date of this Prospectus is January 26, 1994.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 and, in accordance therewith, files proxy
statements, reports and other information with the Securities and Exchange
Commission (the "Commission"). Proxy statements, reports and other
information concerning the Company can be inspected at the Commission's Public
Reference Section, Room 1024, 450 Fifth Street, N.W., Washington, D.C., and
the Commission's Regional Offices in New York (7 World Trade Center, New York,
New York) and Chicago (500 West Madison, Suite 1400, Chicago, Illinois), and
copies of such material can be obtained from the Public Reference Section of
the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed
rates. In addition, proxy statements, reports and other information can be
inspected at the library of the New York Stock Exchange, 20 Broad Street, New
York, New York, on which exchange securities of the Company are listed. This
Prospectus does not contain all the information set forth in the Registration
Statement on Form S-3 of which this Prospectus is a part and the exhibits
thereto which the Company has filed with the Commission under the Securities
Act of 1933, as amended, and to which reference is hereby made.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company hereby incorporates by reference in this Prospectus its
Annual Report on Form 10-K for the year ended December 31, 1992, its Quarterly
Reports on Form 10-Q for the quarters ended March 31, 1993, June 30, 1993, and
September 30, 1993, its current Reports on Form 8-K dated November 16, 1993,
and January 25, 1994, and the description of its Common Stock contained in the
Company's Registration Statement filed pursuant to Section 12(b) of the
Securities Exchange Act of 1934 (the "Exchange Act"), and in any amendments or
reports filed for the purpose of updating such description.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the offering of the Shares shall be deemed to be
incorporated by reference into this Prospectus and to be a part hereof from
the date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be
modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or supersedes
such statement. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
ANY PERSON TO WHOM THIS PROSPECTUS IS DELIVERED MAY OBTAIN WITHOUT
CHARGE, UPON WRITTEN OR ORAL REQUEST, A COPY OF ANY OF THE DOCUMENTS
INCORPORATED BY REFERENCE OR DEEMED INCORPORATED BY REFERENCE HEREIN, EXCEPT
FOR THE EXHIBITS TO SUCH DOCUMENTS UNLESS SUCH EXHIBITS ARE SPECIFICALLY
INCORPORATED BY REFERENCE INTO THE DOCUMENTS THAT THIS PROSPECTUS
INCORPORATES. WRITTEN OR ORAL REQUESTS FOR SUCH COPIES SHOULD BE DIRECTED TO
WILLIAM F. DENSON, III, VULCAN MATERIALS COMPANY, ONE METROPLEX DRIVE,
BIRMINGHAM, ALABAMA 35209 (TELEPHONE 205/877-3204).
<TABLE>
<CAPTION>
SELLING SHAREHOLDERS
The Selling Shareholders are listed in the table below. The table sets
forth information as of January 26, 1994.
Total Shares Shares That Shares That May
Presently May Be Be Owned After
Owned(1) Sold Offering (1)
<S> <C> <C> <C>
Trustees, Peroxidation Systems Inc.
Profit Sharing Plan (the "Plan") 4,797 4,797 -0-
Summit Ventures, L.P. 24,192 20,160 4,032
S.V. Eurofund C.V. 24,192 20,160 4,032
Summit Investors, L.P. 16,128 13,440 2,688
Summit Ventures II, L.P. 954 795 795
Donald G. Hager and E. June Hager 32,193 4,985 27,208
Emery M. Froelich 15,486 2,175 13,311
Ronald L. Peterson 4,730 664 4,066
Carl G. Loven 3,178 446 2,732
Beth M. Pugh 184 26 158
<FN>
(1) Do not include certain additional shares of Common Stock in
connection with the Acquisition and currently held in escrow which
may be distributed to the Selling Shareholders upon the occurrence of
certain conditions.
</TABLE>
The Shares represent a portion of the shares of Common Stock issued by
the Company on January 14, 1994, to Peroxidation Systems Inc., an Arizona
corporation ("PSI"), in connection with the acquisition of substantially all
of the assets of PSI by a wholly-owned subsidiary of the Company (the
"Acquisition"). Pursuant to the acquisition agreement, the Company agreed to
file and maintain an effective registration statement for the sale of the
Shares by the Selling Shareholders for a period of ninety (90) days following
the date of this Prospectus. The Shares were distributed by PSI to the
Selling Shareholders in the amounts indicated above in connection with the
liquidation of PSI. Messrs. Hager, Froelich, Peterson and Loven were officers
of PSI prior to Acquisition and following the Acquisition have become
employees of the subsidiary of the Company which acquired the PSI assets.
THE COMPANY
Vulcan Materials Company and its subsidiaries (together called the
"Company") are principally engaged in the production, distribution and sale of
construction materials ("Construction Materials") and industrial chemicals
("Chemicals").
The Company was incorporated following a merger with Vulcan Detinning
Company of Sewaren, New Jersey, in 1956 and succeeded to the business of
Birmingham Slag Company, an Alabama corporation. The Company's principal
executive offices are located at One Metroplex Drive, Birmingham, Alabama
35209 (telephone 205/877-3000).
CONSTRUCTION MATERIALS
The Company's construction aggregates business consists principally of
the production and sale of crushed stone, sand, gravel, limestone, rock
asphalt and crushed slag. Construction aggregates are employed in virtually
all types of construction, including highway construction and maintenance.
They are also widely used as railroad track ballast. Other Construction
Materials products and services include asphaltic concrete, ready-mixed
concrete, trucking services, barge transportation, coal handling services, a
Mack Truck distributorship, paving construction, and several other businesses.
Crushed stone constituted approximately 74% of the dollar volume of the
Construction Materials segment 1992 sales.
The Company operates 128 domestic permanent and portable plants at
quarries located in 14 states for the production of crushed limestone and
granite with domestic estimated reserves that are owned and leased totalling
approximately 7.5 billion tons.
In July 1987, the Company and a Mexican partner, Grupo ICA, formed
three jointly owned entities to supply crushed stone from a limestone quarry
and production facility located on Mexico's Yucatan Peninsula. The project
(referred to herein as the "Crescent Market Project") includes a deepwater
harbor from which stone is transported by project owned and chartered vessels
to certain United States Gulf Coast markets.
In 1992, the Company's Construction Materials segment had sales of
$686,396,000 and earnings of $88,300,000 before interest expense and income
taxes.
CHEMICALS
The Company operates chemical plants in Wichita, Kansas; Geismar,
Louisiana; and Port Edwards, Wisconsin, and maintains 36 distribution
terminals at locations throughout the United States.
The principal chemicals produced by the Company are chlorine, muriatic
acid, caustic soda (sodium hydroxide), chlorinated hydrocarbons and caustic
potash (potassium hydroxide). The chlorinated hydrocarbons produced by the
Company include carbon tetrachloride, methylene chloride, perchloroethylene,
chloroform, methyl chloride, ethylene dichloride, methyl chloroform and
pentachlorophenol. In addition, the Company manufactures and sells anhydrous
hydrogen chloride, sodium chlorite and hydrogen.
Principal markets for the Company's chemical products include the pulp
and paper, energy, food and pharmaceutical, chemicals processing and
fluorocarbons industries.
In 1992, the Company's Chemicals Division had sales of $391,600,000 and
earnings of $51,300,000 before interest expense and income taxes.
PLAN OF DISTRIBUTION
The distribution of the Shares by the Selling Shareholders may be
effected from time-to-time while the registration of Shares is in effect in
one or more transactions on the New York Stock Exchange, in negotiated
transactions or otherwise, at market prices prevailing at the time of the
sale, at prices related to such prevailing market prices or at negotiated
prices.
The Shares are being sold by the Selling Shareholders for their own
accounts. The Company will not receive any of the proceeds from the sale of
the Shares.
The Selling Shareholders wish to be in a position to sell the number of
Shares indicated above. It is the intention of the Plan to sell promptly the
Shares as to which it is identified as a Selling Shareholder. The number of
Shares that may actually be sold by the remaining Selling Shareholders will be
determined from time- to-time by each such Selling Shareholder, and will
depend on a number of facts, including the price of the Company's Common Stock
and the financial circumstances of such Selling Shareholder from
time-to-time.
LEGAL OPINION
The validity of the Shares offered hereby has been passed on for the
Company by E. Starke Sydnor, Assistant General Counsel of the Company. As of
November 30, 1993, Mr. Sydnor beneficially owned 347 shares of the Common
Stock through the Company's Thrift Plan for Salaried Employees.
EXPERTS
The consolidated financial statements and the related financial
statement schedules incorporated in this Prospectus by reference from the
Company's Annual Report on Form 10-K for the year ended December 31, 1992,
have been audited by Deloitte & Touche, independent auditors, as stated in
their reports, which are incorporated herein by reference, and have been so
incorporated in reliance upon the reports of such firm given their authority
as experts in accounting and auditing.
<TABLE>
<CAPTION>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The expenses of the Company in connection with the distribution of the
securities being registered pursuant to this Registration Statement are as
follows:
<S> <C>
Filing Fee for Registration Statement $1,089.07
Legal Fees and Expenses $1,000.00 *
Transfer Agent Fees $ 50.00 *
Total Expenses $2,139.07
<FN>
*Estimated
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 14A:3-5 of the New Jersey Business Corporation Act empowers a
New Jersey corporation to indemnify present and former directors, officers,
employees or agents of the corporation and certain other specified persons.
Article IV of the By-Laws of the Registrant provides as follows:
"(a) Subject to the provisions of this Article IV, the corporation
shall indemnify the following persons to the fullest extent permitted
and in the manner provided by and the circumstances described in the
laws of the State of New Jersey, including Section 14A:3-5 of the New
Jersey Business Corporation Act and any amendments thereof or
supplements thereto: (i) any person who is or was a director, officers,
employee or agent of the corporation; (ii) any person who is or was a
director, officer, employee or agent of any constituent corporation
absorbed by the corporation in a consolidation or merger, but only to
the extent that (a) the constituent corporation was obligated to
indemnify such person at the effective date of the merger or
consolidation or (b) the claim or potential claim of such person for
indemnification was disclosed to the corporation and the operative
merger or consolidation documents contain an express agreement by the
corporation to pay the same; (iii) any person who is or was serving at
the request of the corporation as a director, officer, trustee,
fiduciary, employee or agent of any other domestic or foreign
corporation, or any partnership, joint venture, sole proprietorship,
trust, employee benefit plan or other enterprise, whether or not for
profit; and (iv) the legal representative of any of the foregoing
persons (collectively, a "Corporate Agent").
(b) Anything herein to the contrary notwithstanding, the
corporation shall not be obligated under this Article IV to provide
indemnification (i) to any bank, trust company, insurance company,
partnership or other entity, or any director, officer, employee or
agent thereof, or (ii) to any other person who is not a director,
officer or employee of the corporation, in respect of any service by
such person or entity, whether at the request of the corporation or by
agreement therewith, as investment advisor, actuary, custodian,
trustee, fiduciary or consultant to any employee benefit plan.
(c) To the extent that any right of indemnification granted
hereunder requires any determination that a Corporate Agent shall have
been successful on the merits or otherwise in any Proceeding (as
hereinafter defined) or in defense of any claim, issue or matter
therein, the Corporate Agent shall be deemed to have been "successful"
if, without any settlement having been made by the Corporate Agent, (i)
such Proceeding shall have been dismissed or otherwise terminated or
abandoned without any judgment or order having been entered against the
Corporate Agent, (ii) such claim, issue or other matter therein shall
have been dismissed or otherwise eliminated or abandoned as against the
Corporate Agent, or (iii) with respect to any threatened Proceeding,
the Proceeding shall have been abandoned or there shall have been a
failure for any reason to institute the Proceeding within a reasonable
time after the same shall have been threatened or after any inquiry or
investigation that could have led to any such Proceeding shall have
been commenced. The Board of Directors or any authorized committee
thereof shall have the right to determine what constitutes a
"reasonable time" or an "abandonment" for purposes of this paragraph
(c), and any such determination shall be conclusive and final.
(d) To the extent that any right of indemnification granted
hereunder shall require any determination that the Corporate Agent has
been involved in a Proceeding by reason of his being or having been a
Corporate Agent, the Corporate Agent shall be deemed to have been so
involved if the Proceeding involves action allegedly taken by the
Corporate Agent for the benefit of the corporation or in the
performance of his duties or the course of his employment for the
corporation.
(e) If a Corporate Agent shall be a party defendant in a
Proceeding, other than a Proceeding by or in the right of the
corporation, and the Board of Directors or a duly authorized committee
of disinterested directors shall determine that it is in the best
interests of the corporation for the corporation to assume the defense
of any such Proceeding, the Board of Directors or such committee may
authorize and direct that the corporation assume the defense of the
Proceeding and pay all expenses in connection therewith without
requiring such Corporate Agent to undertake to pay or repay any part
thereof. Such assumption shall not affect the right of any such
Corporate Agent to employ his own counsel or to recover indemnification
under this By-law to the extent that he may be entitled thereto.
(f) As used herein, the term "Proceeding" shall mean and include
any pending, threatened or completed civil, criminal, administrative or
arbitrative action, suit or proceeding, and any appeal therein and any
inquiry or investigation which could lead to such action, suit or
proceeding.
(g) The right to indemnification granted under this Article IV
shall not be exclusive of any other rights to which any Corporate Agent
seeking indemnification hereunder may be entitled."
The Company has purchased directors' and officers' liability
insurance covering many of the possible actions and omissions of
persons acting or failing to act in such capacities.
ITEM 16. EXHIBITS
Exhibit
Number Description of Exhibit
5 Opinion and Consent of E. Starke Sydnor, Assistant General
Counsel of the Registrant
23D Consent of Deloitte & Touche
23B Consent of Counsel: included in Exhibit 5
24 Powers of Attorney
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made of the securities registered hereby, a post-effective amendment to
this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the
most recent post- effective amendment hereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in this Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;
Provided, however, that the undertakings set forth in paragraphs (i)
and (ii) above do not apply if the information required to be included
in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
The undersigned Registrant hereby further undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the provisions set forth or described in Item 15 of
this Registration Statement, or otherwise, the Registrant has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with
the securities being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be governed by
the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned thereunto
duly authorized in the City of Birmingham, State of Alabama on the 27th day of
January, 1994.
VULCAN MATERIALS COMPANY
(Registrant)
By: /s/ H. A. Sklenar
H. A. Sklenar
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, the
Registration Statement has been signed by the following persons in the
capacities indicated on this 27th day of January, 1994.
SIGNATURE TITLE
/s/ H. A. Sklenar Chairman and Chief Executive Officer and Director
H. A. Sklenar (Principal Executive Officer)
/s/ D. F. Sansone Vice President - Finance and Treasurer
D. F. Sansone (Principal Financial Officer and
Principal Accounting Officer)
The following directors:
Marion H. Antonini Director
Livio D. DeSimone Director
John K. Greene Director
Richard H. Leet Director
Douglas J. McGregor Director
Ann D. McLaughlin Director
James V. Napier Director
Donald B. Rice Director
Orin R. Smith Director
By: /s/ William F. Denson, III
William F. Denson, III
Attorney-in-Fact for each of
the ten directors listed above
EXHIBIT 5
EXHIBIT 23B
January 27, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
I am Assistant General Counsel of Vulcan Materials Company (the
"Company") and have acted as counsel to the Company in connection with the
filing by the Company of its Registration Statement on Form S-3 under the
Securities Act of 1933, as amended, relating to 67,648 shares of Common Stock
of the Company ("Common Stock") (such registration statement being hereinafter
referred to as the "Registration Statement"). The Common Stock of the Company
is being registered by the Company for sale by certain shareholders (the
"Selling Shareholders").
As counsel for the Company, I am generally familiar with the corporate
affairs of the Company and its subsidiaries, as well as the form of the
prospectus included in the Registration Statement (the "Prospectus"). In
furnishing this opinion, I have examined such corporate and other records as I
have deemed necessary or appropriate to provide a basis for the opinion set
forth below. In my examination, I have assumed the genuineness of all
signatures and the authenticity of all documents submitted to me as original
documents, and conformity to original documents of all documents submitted to
me as certified or photostatic copies.
This opinion is given as of the date hereof and is based upon facts and
conditions presently known and laws and regulations presently in effect.
On the basis of the foregoing, I am of the opinion that the shares of
Common Stock which are the subject of the Registration Statement have been
validly issued and are fully paid and non-assessable.
I hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement and to the
reference to me under the heading "Legal Opinion" in the Prospectus.
Very truly yours,
/s/ E. Starke Sydnor
E. Starke Sydnor
EXHIBIT 23D
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Vulcan Materials Company on Form S-3 of our reports dated February 5, 1993,
appearing in and incorporated by reference in the Annual Report on Form 10-K
of Vulcan Materials Company for the year ended December 31, 1992, and to the
reference to us under the heading "Experts" in the Prospectus, which is part
of this Registration Statement.
/s/ Deloitte & Touche
DELOITTE & TOUCHE
Birmingham, Alabama
January 26, 1994
EXHIBIT 24
POWER OF ATTORNEY
STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES )
The undersigned director of Vulcan Materials Company, a New Jersey
corporation, hereby nominates, constitutes and appoints W. F. Denson, III, and
E. Starke Sydnor, and each of them, the true and lawful attorneys of the
undersigned to sign the name of the undersigned as director to (i) the Form
10-K Reports of said corporation to be filed with the Securities and Exchange
Commission in 1994 and subsequent years under the Securities Exchange Act of
1934, as amended, and to any and all amendments to said reports, (ii)
registration statements on Form S-8 or such other form as counsel for the
Company may deem appropriate covering shares of the Company's Common Stock
offered pursuant to the Company's Thrift Plan for Salaried Employees, the
Company's Construction Materials Division's Hourly Employees Savings Plan, the
Company's Chemicals Division Hourly Employee Savings Plan or any comparable
plans, and interests of participation in said plans, and to any and all
amendments to said registration statements, including post- effective
amendments thereto, and related documents, said registration statements and
amendments to be filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, and the rules and regulations thereunder,
(iii) any and all documents as counsel for the Company may deem appropriate
concerning the unsecured long-term debt securities (the "Medium Term Notes")
described at the February 9, 1991, meeting of the Board of Directors of the
Company and (iv) a registration statement on Form S-3 or such other form as
counsel for the Company may deem appropriate concerning those shares to be
registered as described at the December 7, 1993, meeting of the Board of
Directors of the Company, and to any and all amendments to said registration
statement, including post-effective amendments thereto, and related documents,
said registration statement and amendments to be filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, and the
rules and regulations thereunder.
The undersigned hereby grants to said attorneys full power of
substitution, resubstitution and revocation, all as fully as the undersigned
could do if personally present, hereby ratifying all that said attorneys or
their substitutes may lawfully do by virtue hereof.
IN WITNESS WHEREOF, the undersigned director of Vulcan Materials
Company has executed this Power of Attorney this 20th day of January, 1994.
/s/ Donald B. Rice
Donald B. Rice
STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES )
On this 20th day of January in the year 1994, before me,
Frances B. DeVincent, a Notary Public of said State, duly commissioned and
sworn, personally appeared Donald B. Rice, known to me to be the person whose
name is subscribed to the within instrument, and acknowledged that he executed
the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
/s/ Frances B. DeVincent
Notary Public in and for said State
[SEAL]
My Commission Expires:
September 24, 1994
EXHIBIT 24
POWER OF ATTORNEY
STATE OF OHIO )
COUNTY OF CUYAHOGA )
The undersigned director of Vulcan Materials Company, a New Jersey
corporation, hereby nominates, constitutes and appoints W. F. Denson, III, and
E. Starke Sydnor, and each of them, the true and lawful attorneys of the
undersigned to sign the name of the undersigned as director to (i) the Form
10-K Reports of said corporation to be filed with the Securities and Exchange
Commission in 1994 and subsequent years under the Securities Exchange Act of
1934, as amended, and to any and all amendments to said reports, (ii)
registration statements on Form S-8 or such other form as counsel for the
Company may deem appropriate covering shares of the Company's Common Stock
offered pursuant to the Company's Thrift Plan for Salaried Employees, the
Company's Construction Materials Division's Hourly Employees Savings Plan, the
Company's Chemicals Division Hourly Employee Savings Plan or any comparable
plans, and interests of participation in said plans, and to any and all
amendments to said registration statements, including post- effective
amendments thereto, and related documents, said registration statements and
amendments to be filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, and the rules and regulations thereunder,
(iii) any and all documents as counsel for the Company may deem appropriate
concerning the unsecured long-term debt securities (the "Medium Term Notes")
described at the February 9, 1991, meeting of the Board of Directors of the
Company and (iv) a registration statement on Form S-3 or such other form as
counsel for the Company may deem appropriate concerning those shares to be
registered as described at the December 7, 1993, meeting of the Board of
Directors of the Company, and to any and all amendments to said registration
statement, including post-effective amendments thereto, and related documents,
said registration statement and amendments to be filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, and the
rules and regulations thereunder.
The undersigned hereby grants to said attorneys full power of
substitution, resubstitution and revocation, all as fully as the undersigned
could do if personally present, hereby ratifying all that said attorneys or
their substitutes may lawfully do by virtue hereof.
IN WITNESS WHEREOF, the undersigned director of Vulcan Materials
Company has executed this Power of Attorney this 18th day of January, 1994.
/s/ Douglas J. McGregor
Douglas J. McGregor
STATE OF OHIO )
COUNTY OF CUYAHOGA )
On this 18th day of January in the year 1994, before me,
Barbara A. Haag, a Notary Public of said State, duly commissioned and sworn,
personally appeared Douglas J. McGregor, known to me to be the person whose
name is subscribed to the within instrument, and acknowledged that he executed
the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
/s/ Barbara A. Haag
Notary Public in and for said State
[SEAL]
My Commission Expires:
January 7, 1998
EXHIBIT 24
POWER OF ATTORNEY
STATE OF CONNECTICUT )
COUNTY OF FAIRFIELD )
The undersigned director of Vulcan Materials Company, a New Jersey
corporation, hereby nominates, constitutes and appoints W. F. Denson, III, and
E. Starke Sydnor, and each of them, the true and lawful attorneys of the
undersigned to sign the name of the undersigned as director to (i) the Form
10-K Reports of said corporation to be filed with the Securities and Exchange
Commission in 1994 and subsequent years under the Securities Exchange Act of
1934, as amended, and to any and all amendments to said reports, (ii)
registration statements on Form S-8 or such other form as counsel for the
Company may deem appropriate covering shares of the Company's Common Stock
offered pursuant to the Company's Thrift Plan for Salaried Employees, the
Company's Construction Materials Division's Hourly Employees Savings Plan, the
Company's Chemicals Division Hourly Employee Savings Plan or any comparable
plans, and interests of participation in said plans, and to any and all
amendments to said registration statements, including post- effective
amendments thereto, and related documents, said registration statements and
amendments to be filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, and the rules and regulations thereunder,
(iii) any and all documents as counsel for the Company may deem appropriate
concerning the unsecured long-term debt securities (the "Medium Term Notes")
described at the February 9, 1991, meeting of the Board of Directors of the
Company and (iv) a registration statement on Form S-3 or such other form as
counsel for the Company may deem appropriate concerning those shares to be
registered as described at the December 7, 1993, meeting of the Board of
Directors of the Company, and to any and all amendments to said registration
statement, including post-effective amendments thereto, and related documents,
said registration statement and amendments to be filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, and the
rules and regulations thereunder.
The undersigned hereby grants to said attorneys full power of
substitution, resubstitution and revocation, all as fully as the undersigned
could do if personally present, hereby ratifying all that said attorneys or
their substitutes may lawfully do by virtue hereof.
IN WITNESS WHEREOF, the undersigned director of Vulcan Materials
Company has executed this Power of Attorney this 17th day of January, 1994.
/s/ Marion H. Antonini
Marion H. Antonini
STATE OF CONNECTICUT )
COUNTY OF FAIRFIELD )
On this 17th day of January in the year 1994, before me,
Kathleen W. Allen, a Notary Public of said State, duly commissioned and sworn,
personally appeared Marion H. Antonini, known to me to be the person whose
name is subscribed to the within instrument, and acknowledged that he executed
the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
/s/ Kathleen W. Allen
Notary Public in and for said State
[SEAL]
My Commission Expires:
June 30, 1998
EXHIBIT 24
POWER OF ATTORNEY
STATE OF MINNESOTA )
COUNTY OF RAMSEY )
The undersigned director of Vulcan Materials Company, a New Jersey
corporation, hereby nominates, constitutes and appoints W. F. Denson, III, and
E. Starke Sydnor, and each of them, the true and lawful attorneys of the
undersigned to sign the name of the undersigned as director to (i) the Form
10-K Reports of said corporation to be filed with the Securities and Exchange
Commission in 1994 and subsequent years under the Securities Exchange Act of
1934, as amended, and to any and all amendments to said reports, (ii)
registration statements on Form S-8 or such other form as counsel for the
Company may deem appropriate covering shares of the Company's Common Stock
offered pursuant to the Company's Thrift Plan for Salaried Employees, the
Company's Construction Materials Division's Hourly Employees Savings Plan, the
Company's Chemicals Division Hourly Employee Savings Plan or any comparable
plans, and interests of participation in said plans, and to any and all
amendments to said registration statements, including post- effective
amendments thereto, and related documents, said registration statements and
amendments to be filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, and the rules and regulations thereunder,
(iii) any and all documents as counsel for the Company may deem appropriate
concerning the unsecured long-term debt securities (the "Medium Term Notes")
described at the February 9, 1991, meeting of the Board of Directors of the
Company and (iv) a registration statement on Form S-3 or such other form as
counsel for the Company may deem appropriate concerning those shares to be
registered as described at the December 7, 1993, meeting of the Board of
Directors of the Company, and to any and all amendments to said registration
statement, including post-effective amendments thereto, and related documents,
said registration statement and amendments to be filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, and the
rules and regulations thereunder.
The undersigned hereby grants to said attorneys full power of
substitution, resubstitution and revocation, all as fully as the undersigned
could do if personally present, hereby ratifying all that said attorneys or
their substitutes may lawfully do by virtue hereof.
IN WITNESS WHEREOF, the undersigned director of Vulcan Materials
Company has executed this Power of Attorney this 18th day of January, 1994.
/s/ Livio D. DeSimone
Livio D. DeSimone
STATE OF MINNESOTA )
COUNTY OF RAMSEY )
On this 18th day of January in the year 1994, before me,
Kathleen M. Cramer, a Notary Public of said State, duly commissioned and
sworn, personally appeared Livio D. DeSimone, known to me to be the person
whose name is subscribed to the within instrument, and acknowledged that he
executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
/s/ Kathleen M. Cramer
Notary Public in and for said State
[SEAL]
My Commission Expires:
December 18, 1995
EXHIBIT 24
POWER OF ATTORNEY
STATE OF ILLINOIS )
COUNTY OF COOK )
The undersigned director of Vulcan Materials Company, a New Jersey
corporation, hereby nominates, constitutes and appoints W. F. Denson, III, and
E. Starke Sydnor, and each of them, the true and lawful attorneys of the
undersigned to sign the name of the undersigned as director to (i) the Form
10-K Reports of said corporation to be filed with the Securities and Exchange
Commission in 1994 and subsequent years under the Securities Exchange Act of
1934, as amended, and to any and all amendments to said reports, (ii)
registration statements on Form S-8 or such other form as counsel for the
Company may deem appropriate covering shares of the Company's Common Stock
offered pursuant to the Company's Thrift Plan for Salaried Employees, the
Company's Construction Materials Division's Hourly Employees Savings Plan, the
Company's Chemicals Division Hourly Employee Savings Plan or any comparable
plans, and interests of participation in said plans, and to any and all
amendments to said registration statements, including post- effective
amendments thereto, and related documents, said registration statements and
amendments to be filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, and the rules and regulations thereunder,
(iii) any and all documents as counsel for the Company may deem appropriate
concerning the unsecured long-term debt securities (the "Medium Term Notes")
described at the February 9, 1991, meeting of the Board of Directors of the
Company and (iv) a registration statement on Form S-3 or such other form as
counsel for the Company may deem appropriate concerning those shares to be
registered as described at the December 7, 1993, meeting of the Board of
Directors of the Company, and to any and all amendments to said registration
statement, including post-effective amendments thereto, and related documents,
said registration statement and amendments to be filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, and the
rules and regulations thereunder.
The undersigned hereby grants to said attorneys full power of
substitution, resubstitution and revocation, all as fully as the undersigned
could do if personally present, hereby ratifying all that said attorneys or
their substitutes may lawfully do by virtue hereof.
IN WITNESS WHEREOF, the undersigned director of Vulcan Materials
Company has executed this Power of Attorney this 17th day of January, 1994.
/s/ John K. Greene
John K. Greene
STATE OF ILLINOIS )
COUNTY OF COOK )
On this 17th day of January in the year 1994, before me,
Renee N. Duba, a Notary Public of said State, duly commissioned and sworn,
personally appeared John K. Greene, known to me to be the person whose name
is subscribed to the within instrument, and acknowledged that he executed the
same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
/s/ Renee N. Duba
Notary Public in and for said State
[SEAL]
My Commission Expires:
September 4, 1994
EXHIBIT 24
POWER OF ATTORNEY
STATE OF GEORGIA )
COUNTY OF HALL )
The undersigned director of Vulcan Materials Company, a New Jersey
corporation, hereby nominates, constitutes and appoints W. F. Denson, III, and
E. Starke Sydnor, and each of them, the true and lawful attorneys of the
undersigned to sign the name of the undersigned as director to (i) the Form
10-K Reports of said corporation to be filed with the Securities and Exchange
Commission in 1994 and subsequent years under the Securities Exchange Act of
1934, as amended, and to any and all amendments to said reports, (ii)
registration statements on Form S-8 or such other form as counsel for the
Company may deem appropriate covering shares of the Company's Common Stock
offered pursuant to the Company's Thrift Plan for Salaried Employees, the
Company's Construction Materials Division's Hourly Employees Savings Plan, the
Company's Chemicals Division Hourly Employee Savings Plan or any comparable
plans, and interests of participation in said plans, and to any and all
amendments to said registration statements, including post- effective
amendments thereto, and related documents, said registration statements and
amendments to be filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, and the rules and regulations thereunder,
(iii) any and all documents as counsel for the Company may deem appropriate
concerning the unsecured long-term debt securities (the "Medium Term Notes")
described at the February 9, 1991, meeting of the Board of Directors of the
Company and (iv) a registration statement on Form S-3 or such other form as
counsel for the Company may deem appropriate concerning those shares to be
registered as described at the December 7, 1993, meeting of the Board of
Directors of the Company, and to any and all amendments to said registration
statement, including post-effective amendments thereto, and related documents,
said registration statement and amendments to be filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, and the
rules and regulations thereunder.
The undersigned hereby grants to said attorneys full power of
substitution, resubstitution and revocation, all as fully as the undersigned
could do if personally present, hereby ratifying all that said attorneys or
their substitutes may lawfully do by virtue hereof.
IN WITNESS WHEREOF, the undersigned director of Vulcan Materials
Company has executed this Power of Attorney this 25th day of January, 1994.
/s/ Richard H. Leet
Richard H. Leet
STATE OF GEORGIA )
COUNTY OF HALL )
On this 25th day of January in the year 1994, before me,
Janey R. Smith, a Notary Public of said State, duly commissioned and sworn,
personally appeared Richard H. Leet, known to me to be the person whose name
is subscribed to the within instrument, and acknowledged that he executed the
same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
/s/ Janey R. Smith
Notary Public in and for said State
[SEAL]
My Commission Expires:
January 24, 1998
EXHIBIT 24
POWER OF ATTORNEY
DISTRICT OF COLUMBIA )
The undersigned director of Vulcan Materials Company, a New Jersey
corporation, hereby nominates, constitutes and appoints W. F. Denson, III, and
E. Starke Sydnor, and each of them, the true and lawful attorneys of the
undersigned to sign the name of the undersigned as director to (i) the Form
10-K Reports of said corporation to be filed with the Securities and Exchange
Commission in 1994 and subsequent years under the Securities Exchange Act of
1934, as amended, and to any and all amendments to said reports, (ii)
registration statements on Form S-8 or such other form as counsel for the
Company may deem appropriate covering shares of the Company's Common Stock
offered pursuant to the Company's Thrift Plan for Salaried Employees, the
Company's Construction Materials Division's Hourly Employees Savings Plan, the
Company's Chemicals Division Hourly Employee Savings Plan or any comparable
plans, and interests of participation in said plans, and to any and all
amendments to said registration statements, including post- effective
amendments thereto, and related documents, said registration statements and
amendments to be filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, and the rules and regulations thereunder,
(iii) any and all documents as counsel for the Company may deem appropriate
concerning the unsecured long-term debt securities (the "Medium Term Notes")
described at the February 9, 1991, meeting of the Board of Directors of the
Company and (iv) a registration statement on Form S-3 or such other form as
counsel for the Company may deem appropriate concerning those shares to be
registered as described at the December 7, 1993, meeting of the Board of
Directors of the Company, and to any and all amendments to said registration
statement, including post-effective amendments thereto, and related documents,
said registration statement and amendments to be filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, and the
rules and regulations thereunder.
The undersigned hereby grants to said attorneys full power of
substitution, resubstitution and revocation, all as fully as the undersigned
could do if personally present, hereby ratifying all that said attorneys or
their substitutes may lawfully do by virtue hereof.
IN WITNESS WHEREOF, the undersigned director of Vulcan Materials
Company has executed this Power of Attorney this 18th day of January, 1994.
/s/ Ann D. McLaughlin
Ann D. McLaughlin
DISTRICT OF COLUMBIA )
On this 18th day of January in the year 1994, before me,
Sarah A. Agnew, a Notary Public of said State, duly commissioned and sworn,
personally appeared Ann D. McLaughlin, known to me to be the person whose name
is subscribed to the within instrument, and acknowledged that she executed
the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
/s/ Sarah A. Agnew
Notary Public in and for said State
[SEAL]
My Commission Expires:
May 31, 1996
EXHIBIT 24
POWER OF ATTORNEY
STATE OF GEORGIA )
COUNTY OF FULTON )
The undersigned director of Vulcan Materials Company, a New Jersey
corporation, hereby nominates, constitutes and appoints W. F. Denson, III, and
E. Starke Sydnor, and each of them, the true and lawful attorneys of the
undersigned to sign the name of the undersigned as director to (i) the Form
10-K Reports of said corporation to be filed with the Securities and Exchange
Commission in 1994 and subsequent years under the Securities Exchange Act of
1934, as amended, and to any and all amendments to said reports, (ii)
registration statements on Form S-8 or such other form as counsel for the
Company may deem appropriate covering shares of the Company's Common Stock
offered pursuant to the Company's Thrift Plan for Salaried Employees, the
Company's Construction Materials Division's Hourly Employees Savings Plan, the
Company's Chemicals Division Hourly Employee Savings Plan or any comparable
plans, and interests of participation in said plans, and to any and all
amendments to said registration statements, including post- effective
amendments thereto, and related documents, said registration statements and
amendments to be filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, and the rules and regulations thereunder,
(iii) any and all documents as counsel for the Company may deem appropriate
concerning the unsecured long-term debt securities (the "Medium Term Notes")
described at the February 9, 1991, meeting of the Board of Directors of the
Company and (iv) a registration statement on Form S-3 or such other form as
counsel for the Company may deem appropriate concerning those shares to be
registered as described at the December 7, 1993, meeting of the Board of
Directors of the Company, and to any and all amendments to said registration
statement, including post-effective amendments thereto, and related documents,
said registration statement and amendments to be filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, and the
rules and regulations thereunder.
The undersigned hereby grants to said attorneys full power of
substitution, resubstitution and revocation, all as fully as the undersigned
could do if personally present, hereby ratifying all that said attorneys or
their substitutes may lawfully do by virtue hereof.
IN WITNESS WHEREOF, the undersigned director of Vulcan Materials
Company has executed this Power of Attorney this 19th day of January, 1994.
/s/ James V. Napier
James V. Napier
STATE OF GEORGIA )
COUNTY OF FULTON )
On this 19th day of January in the year 1994, before me, Rheta Johnson,
a Notary Public of said State, duly commissioned and sworn, personally
appeared James V. Napier, known to me to be the person whose name is
subscribed to the within instrument, and acknowledged that he executed
the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
/s/ Rheta Johnson
Notary Public in and for said State
[SEAL]
My Commission Expires:
June 19, 1995
EXHIBIT 24
POWER OF ATTORNEY
STATE OF ALABAMA )
COUNTY OF JEFFERSON )
The undersigned director of Vulcan Materials Company, a New Jersey
corporation, hereby nominates, constitutes and appoints W. F. Denson, III, and
E. Starke Sydnor, and each of them, the true and lawful attorneys of the
undersigned to sign the name of the undersigned as director to (i) the Form
10-K Reports of said corporation to be filed with the Securities and Exchange
Commission in 1994 and subsequent years under the Securities Exchange Act of
1934, as amended, and to any and all amendments to said reports, (ii)
registration statements on Form S-8 or such other form as counsel for the
Company may deem appropriate covering shares of the Company's Common Stock
offered pursuant to the Company's Thrift Plan for Salaried Employees, the
Company's Construction Materials Division's Hourly Employees Savings Plan, the
Company's Chemicals Division Hourly Employee Savings Plan or any comparable
plans, and interests of participation in said plans, and to any and all
amendments to said registration statements, including post- effective
amendments thereto, and related documents, said registration statements and
amendments to be filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, and the rules and regulations thereunder,
(iii) any and all documents as counsel for the Company may deem appropriate
concerning the unsecured long-term debt securities (the "Medium Term Notes")
described at the February 9, 1991, meeting of the Board of Directors of the
Company and (iv) a registration statement on Form S-3 or such other form as
counsel for the Company may deem appropriate concerning those shares to be
registered as described at the December 7, 1993, meeting of the Board of
Directors of the Company, and to any and all amendments to said registration
statement, including post-effective amendments thereto, and related documents,
said registration statement and amendments to be filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, and the
rules and regulations thereunder.
The undersigned hereby grants to said attorneys full power of
substitution, resubstitution and revocation, all as fully as the undersigned
could do if personally present, hereby ratifying all that said attorneys or
their substitutes may lawfully do by virtue hereof.
IN WITNESS WHEREOF, the undersigned director of Vulcan Materials
Company has executed this Power of Attorney this 18th day of January, 1994.
/s/ Herbert A. Sklenar
Herbert A. Sklenar
STATE OF ALABAMA )
COUNTY OF JEFFERSON )
On this 18th day of January in the year 1994, before me,
Robbie O. Storey, a Notary Public of said State, duly commissioned and sworn,
personally appeared Herbert A. Sklenar, known to me to be the person whose
name is subscribed to the within instrument, and acknowledged that he executed
the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
/s/ Robbie O. Storey
Notary Public in and for said State
[SEAL]
My Commission Expires:
October 22, 1996
EXHIBIT 24
POWER OF ATTORNEY
STATE OF NEW JERSEY )
COUNTY OF MIDDLESEX )
The undersigned director of Vulcan Materials Company, a New Jersey
corporation, hereby nominates, constitutes and appoints W. F. Denson, III, and
E. Starke Sydnor, and each of them, the true and lawful attorneys of the
undersigned to sign the name of the undersigned as director to (i) the Form
10-K Reports of said corporation to be filed with the Securities and Exchange
Commission in 1994 and subsequent years under the Securities Exchange Act of
1934, as amended, and to any and all amendments to said reports, (ii)
registration statements on Form S-8 or such other form as counsel for the
Company may deem appropriate covering shares of the Company's Common Stock
offered pursuant to the Company's Thrift Plan for Salaried Employees, the
Company's Construction Materials Division's Hourly Employees Savings Plan, the
Company's Chemicals Division Hourly Employee Savings Plan or any comparable
plans, and interests of participation in said plans, and to any and all
amendments to said registration statements, including post- effective
amendments thereto, and related documents, said registration statements and
amendments to be filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, and the rules and regulations thereunder,
(iii) any and all documents as counsel for the Company may deem appropriate
concerning the unsecured long-term debt securities (the "Medium Term Notes")
described at the February 9, 1991, meeting of the Board of Directors of the
Company and (iv) a registration statement on Form S-3 or such other form as
counsel for the Company may deem appropriate concerning those shares to be
registered as described at the December 7, 1993, meeting of the Board of
Directors of the Company, and to any and all amendments to said registration
statement, including post-effective amendments thereto, and related documents,
said registration statement and amendments to be filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, and the
rules and regulations thereunder.
The undersigned hereby grants to said attorneys full power of
substitution, resubstitution and revocation, all as fully as the undersigned
could do if personally present, hereby ratifying all that said attorneys or
their substitutes may lawfully do by virtue hereof.
IN WITNESS WHEREOF, the undersigned director of Vulcan Materials
Company has executed this Power of Attorney this 17th day of January, 1994.
/s/ Orin R. Smith
Orin R. Smith
STATE OF NEW JERSEY )
COUNTY OF MIDDLESEX )
On this 17th day of January in the year 1994, before me,
Theresa Richards, a Notary Public of said State, duly commissioned and sworn,
personally appeared Orin R. Smith, known to me to be the person whose name is
subscribed to the within instrument, and acknowledged that he executed
the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
/s/ Theresa Richards
Notary Public in and for said State
[SEAL]
My Commission Expires:
June 27, 1995
