SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the registrant [x]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[x] Definitive proxy statement
[x] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or
Rule 14a-12
VULCAN MATERIALS COMPANY
(Name of Registrant as Specified in Its Charter)
Phyllis D. Davis
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[x] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1),
or 14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to
Exchange Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act
Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction
applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:1
(4) Proposed maximum aggregate value of transaction:
1 Set forth the amount on which the filing fee is calculated and state how
it was dtermined.
Pursuant to Item 304 of Regulation S-T, the following is an appendix
listing and providing a narrative description of all image information which
appears in the 1996 Proxy Statement.
The boxes appearing in the section entitled "NOMINEES FOR ELECTION
TO THE BOARD OF DIRECTORS" represent photographs of the individuals
discussed in this section.
In the section entitled "Shareholder Return Performance Presentation",
a graph appears that illustrates comparative total returns to
shareholders. There is a table giving the coordinates of this graph.
A paper copy has been provided to the Securities and Exchange Commission.
April 8, 1996
To Our Shareholders:
You are cordially invited to attend the Annual Meeting of the
Shareholders of Vulcan Materials Company, which will be held at the AmSouth
Sonat Tower, 1900 5th Avenue North, Birmingham, Alabama, on Friday, May 17,
1996, at 10:00 a.m., Central Daylight Time. The formal Notice of the Annual
Meeting, the Proxy Statement and a proxy accompany this letter.
We hope that you will be present at the meeting. Whether or not you
plan to attend, however, please execute and return your proxy so that the
Company may be assured of the presence of a quorum at the meeting. A
postage-prepaid envelope is enclosed for your convenience in replying.
The prompt return of your proxy will be greatly appreciated.
The Annual Report of your Company for 1995 is enclosed. We trust
you will find it interesting and informative.
Sincerely yours,
H. A. SKLENAR
Chairman and Chief
Executive Officer
NOTICE OF ANNUAL MEETING OF THE SHAREHOLDERS
TO BE HELD MAY 17, 1996
To the Shareholders of the Company:
NOTICE IS HEREBY GIVEN that the Annual Meeting (the "Annual Meeting") of the
Shareholders of Vulcan Materials Company (the "Company") will be held at the
AmSouth Sonat Tower, 1900 5th Avenue North, Birmingham, Alabama, on Friday,
May 17, 1996, at 10:00 a.m., Central Daylight Time, for the following
purposes:
1. To elect three (3) directors each to serve for a term of three (3)
years until the Annual Meeting of the Shareholders in 1999 and one (1)
director to serve a term of one (1) year until the Annual Meeting of
the Shareholders in 1997 and until their successors are duly elected
and qualified.
2. To approve the Vulcan Materials Company 1996 Long-Term Incentive Plan
described under Part 2 (pages 24 to 27) in the accompanying Proxy
Statement.
3. To approve the Vulcan Materials Company Deferred Stock Plan for
Nonemployee Directors described under Part 3 (pages 27 to 29) in the
accompanying Proxy Statement.
4. To ratify the appointment of Deloitte & Touche LLP as independent
auditors for 1996.
5. To transact such other business as may properly come before the
Annual Meeting.
Holders of record of the Common Stock of the Company at the close of
business on March 27, 1996, are entitled to notice of and to vote at
the Annual Meeting.
The Annual Meeting may be adjourned from time to time without notice other
than announcement at the meeting, or any adjournment thereof, and any business
for which notice is hereby given may be transacted at any such adjournment.
By Order of the Board of Directors,
WILLIAM F. DENSON, III
Secretary
One Metroplex Drive
Birmingham, Alabama 35209
April 8, 1996
NOTE - Please sign, date and return your proxy
as promptly as possible
whether you own one or many shares.
PROXY STATEMENT FOR THE
ANNUAL MEETING OF THE SHAREHOLDERS
TO BE HELD MAY 17, 1996
The accompanying proxy is solicited on behalf of the Board of
Directors of Vulcan Materials Company (the "Company") for use at the Annual
Meeting of the Shareholders of the Company (the "Annual Meeting") to be held
at the AmSouth Sonat Tower, 1900 5th Avenue North, Birmingham, Alabama, at
10:00 a.m., Central Daylight Time, on Friday, May 17, 1996, and any
adjournments thereof. A shareholder giving a proxy may revoke it at any time
before it is voted by sending a letter of revocation to the Secretary of the
Company, in care of First Chicago Trust Company of New York, P. O. Box 8060,
Edison, New Jersey 08818-9039. A proxy may also be revoked by signing and
returning a ballot at the Annual Meeting or by signing a proxy with a more
recent date than that of the proxy first given and returning it to the
inspectors of election. Attendance at the Annual Meeting by itself will not
revoke a proxy. The mailing address of the principal executive office of the
Company is P. O. Box 530187, Birmingham, Alabama 35253-0187. The approximate
date on which this Proxy Statement and the proxy are to be first mailed to
shareholders is April 8, 1996.
GENERAL INFORMATION
On March 27, 1996, the record date for the Annual Meeting, the issued
and outstanding shares of Common Stock of the Company were 34,850,134. The
holders of each outstanding share of Common Stock of the Company on such date
are entitled to one vote per share with respect to each matter to be
considered at the Annual Meeting.
A majority of the outstanding shares of Common Stock, represented in
person or by proxy, is required to constitute a quorum at the Annual Meeting.
Shares of Common Stock of the Company, represented by proxies which have been
properly executed and duly returned, will be counted for purposes of
determining a quorum and will be voted at the Annual Meeting as specified by
the shareholders. The affirmative vote of a majority of the votes cast by the
holders of outstanding shares of Common Stock of the Company, present in
person or represented by proxy, is necessary to pass each of the matters to be
presented at the Annual Meeting. Under New Jersey law, neither an abstention
nor a broker non-vote is considered a vote for the purpose of determining a
majority of the votes cast on a proposal. Accordingly, abstentions and broker
non-votes will reduce the number of affirmative votes required to constitute a
majority of votes cast. Duly executed proxies without voting instructions
will be voted in accordance with the recommendations of the Board of
Directors. As of the date of this Proxy Statement, the Board of Directors
does not know of any business to be presented for consideration or action at
the Annual Meeting other than that described in this Proxy Statement.
The Board of Directors has adopted a policy pursuant to which all
proxies, ballots and tabulations relating to shareholder meetings are to be
maintained in confidence, except where disclosure may be required by
applicable law, where shareholders write comments on their proxy forms,
where disclosure is expressly requested by a shareholder, and in limited
circumstances as determined by the Board of Directors, such as proxy
solicitations not approved and recommended by the Board of Directors. The
inspectors of election and the tabulators of all proxies, ballots and voting
results that identify shareholders are independent and are not employees of
the Company.
The costs of soliciting proxies on behalf of the Board of Directors
will be borne by the Company. In addition to use of the mails, proxies may be
solicited by personal interview, telephone or telegraph. The Company has
retained Georgeson & Company Inc. for a fee of $8,000 and the reimbursement of
out-of-pocket expenses, to assist in the solicitation of proxies from
brokerage firms, banks and other institutional holders. The Company will
reimburse brokerage firms and other custodians, nominees and fiduciaries for
reasonable expenses incurred in forwarding proxy materials to, and obtaining
proxies from, beneficial owners of the Common Stock of the Company.
1. ELECTION OF DIRECTORS
The By-laws of the Company provide that the Board of Directors
shall consist of not fewer than nine nor more than 21 directors, the number of
directors within such minimum and maximum limits to be determined from time to
time by resolution of the Board of Directors. The Board of Directors has
fixed the number of directors of the Company at 12 until May 17, 1996, when
the number will become 11.
The Company's Certificate of Incorporation (Restated 1988) provides
that the Board of Directors shall be divided into three classes, each of which
serves for three years, with one class being elected each year.
The Board of Directors has nominated three persons for election as
directors to serve three-year terms expiring in 1999, and one person for
election as a director to serve until his mandatory retirement at the 1997
Annual Meeting. Unless otherwise directed, proxies will be voted in favor of
these four nominees. Should any of the nominees be unable to accept election,
the proxies will be voted for the election of such other person or persons as
the Board of Directors may recommend. These nominees have consented to serve
if elected, and the Board of Directors has no reason to believe that any of
the persons nominated will be unable to accept election.
The following information about the nominees for director and
the directors continuing in office is provided below: (1) their ages as of
April 8, 1996; (2) the year they first became directors of the Company; (3)
their principal occupations since January 1, 1991; (4) other directorships,
including any directorship of a company which has a class of securities
registered pursuant to Section 12 of the Securities Exchange Act of 1934, as
amended, is subject to the reporting requirements of Section 15(d) of said Act
or is registered as an investment company under the Investment Company Act of
1940; and (5) memberships on committees of the Board of Directors.
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS
TERM EXPIRING IN 1997
RICHARD H. LEET
Age: 69. Director since 1987.
Vice Chairman of Amoco Corporation, Chicago, Illinois (a company engaged
in the exploration for and the production of petroleum products and the
production of chemicals), from March 1991 to October 1991 when he retired;
Executive Vice President of that company prior thereto.
OTHER DIRECTORSHIPS: Great Lakes Chemical Corporation; Illinois Tool Works,
Inc.; Landauer, Inc.
COMMITTEE MEMBERSHIPS: Compensation; Director and Management Succession;
Executive; Safety, Health and Environmental Affairs.
TERMS EXPIRING IN 1999
LIVIO D. DeSIMONE
Age: 59. Director since 1987.
Chairman and Chief Executive Officer of Minnesota Mining & Manufacturing
Company, St. Paul, Minnesota (a diversified manufacturer), since November
1991; Executive Vice President of various major business segments of that
company prior thereto.
OTHER DIRECTORSHIPS: Cargill, Incorporated; Dayton Hudson Corporation;
General Mills, Inc.; Minnesota Mining & Manufacturing Company.
COMMITTEE MEMBERSHIPS: Compensation; Director and Management Succession;
Executive; Safety, Health and Environmental Affairs.
DONALD M. JAMES
Age: 47. Director since February 17, 1996.
President and Chief Operating Officer of the Company since February 17, 1996;
President of the Company's Southern Division since January 1, 1994; Senior
Vice President, South, Construction Materials Group of the Company from August
1995 until February 1996; Senior Vice President and General Counsel of the
Company from December 1992 through December 1993; Partner with the law firm
of Bradley, Arant, Rose & White, Birmingham, Alabama, prior thereto.
ANN D. McLAUGHLIN
Age: 54. Director since 1990.
Vice Chairman, The Aspen Institute, Aspen, Colorado (an independent, nonprofit
organization whose programs are designed to enhance the ability of leaders to
understand national and international issues), since August 1993; President,
Federal City Council, Washington, D.C. (a nonpartisan, nonprofit organization
which is dedicated to improving the nation's capital), from May 1990 until
September 1995; President and Chief Executive Officer, New American
Schools Development Corporation, Arlington, Virginia (a private organization
which supports the design and establishment of high-performance learning
environments), from July 1992 until April 1993; Visiting Fellow, The Urban
Institute, Washington, D.C. (a private, nonprofit policy research and
educational organization), from 1989 to 1992.
OTHER DIRECTORSHIPS: AMR Corporation; Federal National Mortgage Association;
General Motors Corporation; Harman International Industries, Inc., Host
Marriott Corporation; Kellogg Company; Nordstrom; Potomac Electric Power
Company; Sedgwick Group plc; Union Camp Corporation.
COMMITTEE MEMBERSHIPS: Audit Review; Finance and Pension Funds;
Safety, Health and Environmental Affairs.
THE BOARD OF DIRECTORS OF THE COMPANY
RECOMMENDS A VOTE FOR THE NOMINEES NAMED ABOVE.
DIRECTORS CONTINUING IN OFFICE
TERMS EXPIRING IN 1998
JOHN K. GREENE
Age: 66. Director since 1974.
Special Principal, William Blair & Company, Chicago, Illinois (an investment
banking firm), since January 1995; Partner of that company prior thereto.
COMMITTEE MEMBERSHIPS: Audit Review; Director and Management Succession;
Finance and Pension Funds.
DOUGLAS J. McGREGOR
Age: 55. Director since 1992.
President and Chief Operating Officer, M. A. Hanna Company, Cleveland, Ohio
(an international specialty chemicals company with interests in formulated
polymers).
OTHER DIRECTORSHIPS: KeyCorp; M. A. Hanna Company.
COMMITTEE MEMBERSHIPS: Audit Review; Compensation; Safety, Health and
Environmental Affairs.
DONALD B. RICE
Age: 56. Director since 1986.(*)
President and Chief Operating Officer of Teledyne, Inc., Los Angeles,
California (a manufacturer of aviation, electronic, industrial, specialty
metal and consumer products), since March 1993; Secretary of the Air Force,
May 1989 to January 1993.
Other directorships: Teledyne, Inc.; Wells Fargo & Company;
Wells Fargo Bank N.A.
Committee memberships: Audit Review; Director and Management
Succession; Executive; Finance and Pension Funds.
(*) Dr. Rice was first elected a director in 1986, and served until May 1989,
when he was appointed Secretary of the Air Force. He was reelected a director
of the Company by the Board of Directors on February 12, 1993.
ORIN R. SMITH
Age: 60. Director since 1983.
Chairman and Chief Executive Officer of Engelhard Corporation, Iselin, New
Jersey (a manufacturer and supplier of specialty chemicals and engineered
material technologies), since January 1995; President and Chief Executive
Officer of that company prior thereto.
OTHER DIRECTORSHIPS: Engelhard Corporation; Ingersoll-Rand Company;
Louisiana Land & Exploration Company; Minorco; Perkin-Elmer Corporation;
Summit Bancorp.
COMMITTEE MEMBERSHIPS: Compensation; Director and Management Succession;
Executive; Safety, Health and Environmental Affairs.
TERMS EXPIRING IN 1997
MARION H. ANTONINI
Age: 65. Director since 1983.
Chairman, Chief Executive Officer and President of Welbilt Corporation,
Stamford, Connecticut (a manufacturer and distributor of commercial food
service equipment and residential furnaces).
OTHER DIRECTORSHIPS: Berisford International PLC; Engelhard Corporation;
Scientific-Atlanta, Inc.
COMMITTEE MEMBERSHIPS: Compensation; Director and Management Succession;
Executive; Finance and Pension Funds.
JAMES V. NAPIER
Age: 59. Director since 1983.
Chairman of the Board of Scientific-Atlanta, Inc., Atlanta, Georgia
(a manufacturer and designer of telecommunications systems, satellite-based
communications networks, and instrumentation for industrial,
telecommunications and government applications), since 1992; Chairman and
President of Commercial Telephone Group, Inc., Tempe, Arizona (a company
engaged in the engineering and design of telecommunications products),
until 1992.
OTHER DIRECTORSHIPS: Engelhard Corporation; HBO & Co.; Intelligent Systems,
Inc.; Personnel Group of America, Inc.; Rhodes, Inc.; Scientific-Atlanta,
Inc.; Westinghouse Air Brake Co.
COMMITTEE MEMBERSHIPS: Audit Review; Compensation; Finance and
Pension Funds.
HERBERT A. SKLENAR
Age: 64. Director since 1973.
Chairman and Chief Executive Officer of the Company since May 1992;
President and Chief Executive Officer prior thereto.
OTHER DIRECTORSHIPS: AmSouth Bancorporation; Protective Life Corporation;
Temple-Inland, Inc.
Committee membership: Executive.
BOARD OF DIRECTORS AND COMMITTEES
In 1995, the Board of Directors held seven meetings. In addition,
the Board of Directors has established six standing committees which have the
responsibilities set forth below.
The Executive Committee has the same powers as the Board of Directors,
except as limited by the New Jersey Business Corporation Act. In practice,
the powers of the Executive Committee are exercised only for matters that
arise between meetings of the Board of Directors. The Executive Committee
met once in 1995.
The Audit Review Committee advises the Board of Directors and the
management of the Company from time to time with respect to internal controls,
systems and procedures, accounting policies and other significant aspects of
the financial management of the Company. The Audit Review Committee also
reviews with the firm of independent certified public accountants its audit
procedures and other significant aspects of the annual audit made by the firm,
and advises the Board of Directors of the adequacy of the audit by the
independent certified public accountants. The Audit Review Committee met
two times during 1995.
The Compensation Committee interprets and administers the Company's
Management Incentive Plan and Long-Range Performance Share Plan. It is
comprised of nonemployee directors ineligible to participate in these plans.
The Compensation Committee also is responsible for determining and fixing the
amount of compensation paid to each officer of the Company, each group senior
vice president, each division president and each head of the Chemicals
Division business units ("Senior Executives"). In addition, it determines
and fixes other benefits to be provided to such Senior Executives and certain
other employees of the Company. The Compensation Committee met three times
during 1995.
The Director and Management Succession Committee: (a) conducts such
meetings as are appropriate with other directors, officers, other employees of
the Company, or any other persons whom it might select for purposes of
discussing with them (i) the tenure and selection of persons for membership on
the Board of Directors and (ii) the tenure and selection of a successor to the
chief executive officer, and (b) makes appropriate recommendations to the
Board of Directors with respect thereto. This Committee will consider
nominees for director recommended by shareholders for 1997 if such
recommendations are made in writing, addressed to the Committee, in care of
the Secretary of the Company, at the principal office of the Company, and are
received by December 10, 1996. The Director and Management Succession
Committee met three times during 1995.
The Safety, Health and Environmental Affairs ("SHE") Committee has
the responsibility for reviewing the Company's policies, practices and
programs with respect to the management of safety, health and environmental
affairs and monitoring the Company's compliance with safety, health and
environmental laws and regulations. The SHE Committee met two times in 1995.
The Finance and Pension Funds Committee has responsibility for
overseeing the Company's financial affairs and recommending to the Board
of Directors policies and actions to accommodate the Company's goals and
operating strategies while maintaining a sound financial condition. Its
functions include keeping informed about the Company's financial condition,
recommending a dividend policy, reviewing and recommending changes in the
quarterly dividend payments, and evaluating and making recommendations
concerning the appropriate mix of debt and equity, incurrence of long-term
debt, and changes in the authorized limit of short-term debt. The Finance
and Pension Funds Committee is also responsible for overseeing the funding
and management of assets for pension plans sponsored by the Company. To
fulfill these functions, it establishes funding policies and methods
consistent with pension plan objectives and the Employee Retirement Income
Security Act of 1974, selects and removes investment managers, and appoints
trustees for the pension plans. The Finance and Pension Funds Committee met
two times in 1995.
COMPENSATION OF DIRECTORS
Members of the Board of Directors who are not employees of the
Company are paid a retainer of $30,000 per year, plus a fee of $1,500 for
each meeting actually attended.
Each member of a committee who is not an employee of the Company
is paid a fee of $1,500 for each committee meeting attended in person or
by telephone and for each unanimous consent to action in lieu of meeting
executed. In addition, each chairman of a committee who is not an employee
of the Company is paid a fee of $5,000 per year for service as chairman of
a committee.
The Company has a deferred compensation plan for nonemployee directors
under which payment to them of their compensation as directors may be deferred
for certain periods or until they cease to be directors. Currently, four
directors are deferring their fees pursuant to that plan. The deferred
amounts, at the election of the director, either (i) are credited with
interest at prescribed rates or (ii) are converted to the equivalent of that
number of shares of the Company's Common Stock (based on the market price at
the time of deferral) that could be purchased with the deferred amounts, and
are thereafter credited with amounts equal to dividends thereon (also
converted to stock equivalents). All payments under the plan are in the form
of cash. The plan provides that lump-sum payments of all deferred
compensation would be made within 30 days if (i) there is a Change in Control
(see the definition of "Change in Control" on page 22) and (ii) at any time
after a Change in Control the participating director ceases to be a member of
the Board of Directors, the plan is terminated or the Company's capital
structure is changed materially. This plan was approved by the shareholders
in 1993.
The Company also has a compensation plan for nonemployee directors who
have retired or are currently serving as directors, which provides for
lifetime annual payments equal to the retainer being paid nonemployee
directors at the time of the director's retirement from the Board of Directors
(the "Directors Emeriti Plan"). Directors of the Company who are also
employees are not eligible to participate in the Directors Emeriti Plan. This
plan is being phased out by the Company as described below. Each Director
Emeritus will continue to receive annual payments pursuant to this plan until
such director's death. Following the Annual Meeting, and assuming that the
Deferred Stock Plan (as described below) is approved by the shareholders,
nonemployee directors who are currently serving on the Board of Directors and
wish to discontinue participation in the Directors Emeriti Plan, will have the
opportunity to elect to have credited to his or her account under the deferred
compensation plan the net present value of the accrued benefit as of June 1,
1996, under the Directors Emeriti Plan. Those directors also will be entitled
to receive a greater annual award pursuant to the Deferred Stock Plan,
described more fully in Part 3 below. The directors who do not wish to
discontinue participation in the Directors Emeriti Plan will receive a smaller
annual award pursuant to the Deferred Stock Plan, as more fully discussed in
Part 3 below. New nonemployee directors will not have the opportunity to
participate in the Directors Emeriti Plan.
In February 1996, the Board of Directors adopted the Deferred Stock
Plan for Nonemployee Directors of the Company (the "Deferred Stock Plan").
This plan is subject to shareholder approval and is discussed in greater
detail under Part 3 below.
In 1991, the shareholders adopted the Vulcan Materials Company Stock
Plan for Nonemployee Directors (the "Stock Plan") which became effective
following authorization by the Compensation Committee in May 1993. In the
event that the Deferred Stock Plan is approved by the shareholders of the
Company, the Stock Plan will be terminated and no further grants will be
made pursuant to the Stock Plan.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following is information regarding persons known to the Company
to have beneficial ownership of more than 5% of the outstanding Common Stock
of the Company, which is the only outstanding class of voting securities of
the Company.
Name and Address of Amount and Nature of Percent of
Beneficial Owner Beneficial Ownership Class
State Farm Mutual Automobile Insurance
Company and Affiliates
One State Farm Plaza
Bloomington, Illinois 61710 3,677,400 shares(1) 10.06%
AmSouth Bancorporation
AmSouth Sonat Tower
Birmingham, Alabama 35203 3,435,927 shares(2) 9.8%
Gerald Ratner, as Attorney and Agent
222 North LaSalle Street
Chicago, Illinois 60601 2,479,400 shares(3) 6.8%
INVESCO PLC
11 Devonshire Square
London EC2M 4YR England 2,294,300 shares(4) 6.52%
(1) Based on information contained in the Schedule 13G, dated January 22,
1996, filed with the Securities and Exchange Commission. The total includes
2,791,200 shares over which State Farm Mutual Automobile Insurance Company
holds sole voting and dispositive power, 399,800 shares over which State Farm
Investment Management Corp. holds sole voting and dispositive power, and
486,400 shares over which State Farm Employees Savings and Thrift Plan holds
sole voting and dispositive power. State Farm Mutual Automobile Insurance
Company and each of the various affiliated entities listed on Exhibit A to the
Schedule 13G expressly disclaim "beneficial ownership" as to all shares as to
which such entity has no right to receive the proceeds of sale of the security
and disclaims that it is part of a "group."
(2) Based on information contained in a Schedule 13G, dated February 13, 1996,
filed with the Securities and Exchange Commission. The total consists
exclusively of shares of Common Stock held by estates and trusts of which
either AmSouth Bank of Alabama, AmSouth Bank of Florida or AmSouth Bank of
Tennessee, each a subsidiary of AmSouth Bancorporation, is a fiduciary. No
single one of these estates or trusts holds as much as 5% of the Common Stock
of the Company. As reported in the Schedule 13G, AmSouth Bank of Alabama has
shared voting power with respect to 3,425,362 shares and shared dispositive
power with respect to 2,940,392 shares.
(3) The Company has been advised by Gerald Ratner that Lester Crown, members
of his family, and certain partnerships and trusts associated with the Crown
family are the beneficial owners of 2,479,400 shares of the Common Stock of
the Company. Such persons, including Mr. Crown, disclaim that they act as a
group for purposes of Section 13 of the Securities Exchange Act of 1934 or
otherwise and disclaim that any one of such persons is the beneficial owner of
shares owned by any other such person.
(4) Based on information contained in a Schedule 13G, dated February 2, 1996,
filed with the Securities and Exchange Commission. INVESCO PLC has shared
voting and dispositive power with respect to such shares with its subsidiaries
INVESCO North American Group Ltd., INVESCO Group Services, Inc., INVESCO,
Inc., INVESCO North American Holdings, Inc. and INVESCO Capital Management,
Inc., a registered investment adviser under the Investment Advisers Act
of 1940.
SECURITY HOLDINGS OF MANAGEMENT
The following table sets forth information, unless otherwise
indicated, as of March 1, 1996, regarding holdings of the directors, the
chief executive officer and the four other most highly compensated executive
officers which are based on the Common Stock of the Company. The "Stock"
column shows beneficial ownership, direct and indirect, and the "Total"
column shows all stock-based holdings, including those in the "Stock" column.
The value of their total holdings will increase or decrease with changes in
the price of the Company's stock.
COMMON STOCK AND TOTAL STOCK-BASED HOLDINGS (1)
Name Stock (2) Total (3)
Marion H. Antonini 3,850 20,904
Peter J. Clemens, III 32,828 48,214
Livio D. DeSimone 1,050 10,055
Michael J. Ferris 30,055 47,194
William J. Grayson, Jr. 67,434 82,561
John K. Greene 24,576 (4) 24,576 (4)
Donald M. James 711 11,706
Richard H. Leet 2,250 2,250
Douglas J. McGregor 450 (5) 4,631 (5)
Ann D. McLaughlin 474 5,583
James V. Napier 1,050 1,050
Donald B. Rice 650 (6) 650 (6)
Herbert A. Sklenar 115,660 159,415
Orin R. Smith 1,050 10,221
All Directors and Executive
Officers as a group (19 persons)
323,167 (7) 508,301
(1) None of the directors or executive officers listed in the table
individually own in excess of 1% of the outstanding Common Stock of
the Company.
(2) Includes shares held under the Company's Thrift Plan for Salaried
Employees on February 29, 1996, to the extent the beneficial ownership was
vested in the persons listed. Also includes shares beneficially owned by
spouses of persons listed and other relatives living in their households,
whether or not interest in such shares is disclaimed by the person listed.
(3) Includes stock equivalents as to which there are no voting rights and
which will be paid totally in cash under the deferred compensation plan for
nonemployee directors. With respect to executive officers these totals
include shares awarded but not yet earned under the 1991 Long-Range
Performance Share Plan (which is more fully described on page 15) which carry
no voting or dividend rights. Also includes stock equivalents as to which
there are no voting rights and which will be paid totally in cash under the
Company's Unfunded Supplemental Benefit Plan for Salaried Employees.
(4) Includes 4,400 shares of the Common Stock of the Company held by
John K. Greene and a bank, as trustees under a trust created by Mr. Greene's
mother. Mr. Greene is an income beneficiary of this trust and has a special
power of appointment over the trust assets. Also includes a total of 3,700
shares which are held in three trusts of which Mr. Greene and another
individual are co-trustees.
(5) Two hundred of these shares are held in a trust of which Mr. McGregor
is the trustee.
(6) Four hundred of these shares are held in a retirement trust of which
Dr. Rice is the trustee and full beneficiary.
(7) The Common Stock holdings of all directors and executive officers as
a group represents .925% of the outstanding Common Stock of the Company.
EXECUTIVE COMPENSATION
The following table sets forth information concerning the annual
and long-term compensation for Mr. Sklenar and the four other executive
officers of the Company who were the most highly compensated for the fiscal
year ended December 31, 1995.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
LONG-TERM
NAME AND ANNUAL COMPENSATION COMPENSATION ALL OTHER
PRINCIPAL POSITION YEAR COMPENSATION
SALARY BONUS(1) LTIP PAYOUTS(2)
<S> <C> <C> <C> <C> <C>
Herbert A. Sklenar 1995 $600,034 $500,000 $203,072 $36,001
Chairman and 1994 $570,004 $300,000 $274,821 $31,800
Chief Executive Officer 1993 $535,004 $225,000 $285,234 $29,400
William J. Grayson, Jr. 1995 $387,508 $283,000 $ 92,362 $23,500
Vice Chairman 1994 $321,840 $200,000 $129,473 $18,274
1993 $302,000 $135,000 $130,819 $15,520
Donald M. James (4) 1995 $225,218 $150,000 $ 28,792 $ 3,517
President and 1994 $209,174 $126,500 $ 22,866 $ 1,582
Chief Operating Officer 1993 $200,004 $ 80,000 -0- -0-
Peter J. Clemens, III 1995 $255,034 $163,000 $ 61,099 $15,341
Senior Vice President-West, 1994 $243,038 $128,500 $ 84,878 $12,762
Construction Materials Group1993 $230,508 $ 76,000 $ 89,048 $12,061
Michael J. Ferris 1995 $254,018 $166,000 $ 64,299 $10,760
President, 1994 $242,208 $ 15,000 $ 87,402 $11,088
Chemicals Division 1993 $229,674 $ 35,000 $ 84,884 $12,987
<FN>
(1) Consists of payments made under the Company's Management Incentive Plan
("MIP"). If a Change in Control (see the definition of "Change in Control" on
page 22) occurs in a given year, awards already determined by the Compensation
Committee for that year will be paid. If the Change in Control occurs after
the end of a given year, and the Compensation Committee has not determined an
award, participants will be entitled to the entire "target award" (as defined
in the MIP). Participants will receive pro rata portions of their target
awards if the Change in Control occurs before the end of the given year.
(2) Represents the dollar value of performance shares paid under the Company's
1981 Long-Range Performance Share Plan (the "1981 Plan") and the 1991
Long-Range Performance Share Plan (the "1991 Plan") in 1993, 1994 and 1995.
Payments made pursuant to the 1981 Plan and the 1991 Plan were made partially
in cash and partially in the Company's Common Stock. The cash portion of the
payments was determined based on the average of the daily closing prices of
the Company's Common Stock for the 20 trading days ending on the fifth trading
day before the date set for payment by the Compensation Committee. The value
of the portion of the payments made in the Company's Common Stock is based on
the average of the high and low trading prices of the stock on the date
of payment.
(3) These amounts consist of Company contributions made on behalf of the named
employee to the Company's Thrift Plan for Salaried Employees (the "Thrift
Plan") and to the Company's Unfunded Supplemental Benefit Plan for Salaried
Employees (the "Supplemental Plan"). Under the Supplemental Plan,
participating employees whose Company-matching contributions to the Thrift
Plan have been reduced as a result of the limitations imposed by Sections 401
and 415 of the Internal Revenue Code are provided with a benefit that is
essentially equal to the benefit those employees would have received in the
absence of such limitations. The Compensation Committee designates the
participants under the Supplemental Plan. The following amounts were
contributed pursuant to the Thrift Plan during 1995: Mr. Sklenar $6,000,
Mr. Grayson $6,000, Mr. Clemens $6,000, Mr. Ferris $6,000 and Mr. James
$1,500. The following amounts were accrued pursuant to the Supplemental Plan
during 1995: Mr. Sklenar $30,001, Mr. Grayson $17,500, Mr. Clemens $9,341,
Mr. Ferris $4,760 and Mr. James $2,017.
(4) Mr. James was elected to the office of President and Chief Operating
Officer by the Board of Directors in February 1996. Prior to this election,
Mr. James served as Senior Vice President, South, Construction Materials Group
and President of the Southern Division.
</TABLE>
LONG-TERM INCENTIVE PLAN
The following table sets forth information on awards pursuant to
the Company's 1991 Long-Range Performance Share Plan during the year ended
December 31, 1995, to Mr. Sklenar and the four other executive officers named
in the Summary Compensation Table.
<TABLE>
LONG-TERM INCENTIVE PLAN AWARDS IN LAST FISCAL YEAR
NUMBER OF ESTIMATED FUTURE PAYOUTS (3)
SHARES, PERFORMANCE NUMBER OF SHARES
NAME UNITS OR PERIOD TO
OTHER MATURATION (2)
RIGHTS THRESHOLD TARGET MAXIMUM
<S> <C> <C> <C> <C> <C>
Herbert A. Sklenar 5,700 2 Years 2,850 5,700 8,550
William J. Grayson, Jr. 1,470 1 Year 735 1,470 2,205
Donald M. James 3,030 5 Years 1,515 3,030 4,545
Peter J. Clemens, III 3,370 5 Years 1,685 3,370 5,055
Michael J. Ferris 4,320 5 Years 2,160 4,320 6,480
<FN>
(1) The awards consist of performance shares and were based on a stock price
of $48.55 which was the average of the daily closing prices of the Company's
Common Stock in the last 20 trading days of 1994.
(2) Awards made in 1995 under the 1991 Long-Range Performance Share Plan
(the "Plan") will mature on December 31, 1999. Due to Mr. Sklenar's and
Mr. Grayson's mandatory retirement dates which fall during the award period,
they each received a prorated award with a shorter maturation period.
(3) A performance share is equal to a share of the Company's Common Stock,
but the performance shares carry no voting or dividend rights. Payment of
performance share awards is subject to conditions for payment which are set
by the Compensation Committee. The Compensation Committee determined that
payment with respect to one-half of the award will be based on a comparison of
the Company's growth in earnings per share during the award period with the
growth in earnings per share of a group of comparison companies which was
selected by the Compensation Committee at the time awards were made. Payment
with respect to the other one-half of the award will be based on a comparison
of the Company's return on investment performance with the return on
investment performance of the companies constituting the comparison group.
Payments under the Plan will be made only if the Company's performance in
growth in earnings per share or in return on investment places it in at least
the 50th percentile in a ranking of companies in the comparison group.
However, regardless of the Company's ranking in the comparison group, no
payment with respect to the earnings per share half of the award is made if
the Company's average earnings per share during the award period is less than
the Company's average earnings per share during the five years ended
December 31, 1994. Likewise, no payment with respect to the return on
investment half of the award is made if the Company's average pretax return on
investment is less than the average three-month U.S. Treasury Bill rate during
the award period.
The Company's performance with respect to earnings per share or return on
investment must place it at the 50th percentile in the comparison group in
order to earn 50% of the half of the award allocated to such criterion. The
amounts set forth in the "Threshold" column in the above table assume a 50th
percentile ranking with respect to both earnings per share and return on
investment. The Company's performance with respect to earnings per share or
return on investment must place it at the 75th percentile in the comparison
group in order to earn 100% (the "Target") of the half of the award allocated
to such criterion. The Company's performance with respect to earnings per
share or return on investment must place it in the 100th percentile in the
comparison group in order to earn 150% (the "Maximum") of the half of the
award allocated to such criterion. Pro rata payments of all outstanding
awards will be made if, within two years of a Change in Control (see the
definition of "Change in Control" on page 22), a participant is terminated
under the circumstances described in the Plan.
</TABLE>
REPORT OF THE COMPENSATION COMMITTEE
Under the supervision of the Compensation Committee of the Board of
Directors (the "Committee") which is composed entirely of nonemployee
directors, the Company has developed and implemented performance-based
compensation policies and plans which are intended to enhance the
profitability of the Company and shareholder value by aligning closely the
financial interests of the Company's senior managers with those of its
shareholders. The objective of the Company is to provide a competitive
compensation program that reflects both Company and individual performance.
The Committee believes that the senior management of the Company is dedicated
to achieving significant improvements in the Company's long-term financial
performance and that the performance-based compensation policies and plans the
Committee has implemented contribute to achieving this management focus.
Compensation for senior management, including the Chief Executive Officer,
consists of base salary and annual and longer-term incentive compensation.
The annual and longer-term incentive compensation is directly related to the
Company's performance as measured by specific financial factors.
The Committee sets base salaries, determines the amounts payable under
the Management Incentive Plan, and makes awards, sets conditions for and
authorizes payments under the Long-Range Performance Share Plan for all
officers of the Company, group senior vice presidents, division presidents and
the heads of the Chemicals Division business units (the "Senior Executives").
This group includes the Chief Executive Officer and each of the other four
executive officers named in the Summary Compensation Table. In addition, the
Committee determines the total amount payable to all other eligible employees
under the Management Incentive Plan, and sets conditions for and authorizes
awards and payments under the Long-Range Performance Share Plan to all other
eligible employees.
BASE SALARY
The base salary of each Senior Executive (other than the Chief
Executive Officer) is established annually by the Committee based on the
recommendation of the Chief Executive Officer and is set independently from
the other elements of the compensation package. The recommendation of the
Chief Executive Officer is developed by a process which begins with the
establishment of a competitive market salary rate for each Senior Executive
position. The competitive market salary rate is based on a study conducted
by the Company's human resources staff of salaries paid to executives in
comparable positions at companies of comparable size to the Company. In order
to set these market rates, the Company's human resources staff relies on data
from general industry surveys. The companies in the Wilshire Materials and
Services Index, the performance of which is charted in the Shareholder
Return Performance Presentation, overlap to some extent with the companies
in the surveys. The competitive market rate is targeted to the median of the
salaries identified in the surveys. The competitive market rate for each
Senior Executive is then reviewed by the Chief Executive Officer and
individual salaries are proposed to the Committee based on the competitive
market rate and the results of individual performance evaluations that take
into account, among other factors, the achievement of individual, group and
company-wide performance goals. The resulting recommendation is then
presented to the Committee, along with data supporting the recommendation.
The Committee typically follows the recommendation of the Chief Executive
Officer in setting the salaries of the Senior Executives (other than the
Chief Executive Officer). The 1994 base salaries of the Senior Executives
were increased in 1995 to reflect increases in competitive market rates and
the performance of the Senior Executives. The average of the salaries paid
to the Senior Executives in 1995 was slightly above the median of the
competitive market rates.
In establishing the Chief Executive Officer's salary, the Committee also
reviews the competitive market rate for his position, its assessment of his
performance and the Company's performance. Mr. Sklenar does not participate
in setting his own salary. In 1995, the Committee increased Mr. Sklenar's
salary based on its consideration of his performance with respect to a number
of factors, including earnings improvement, dealing with important strategic
business issues and directing the Company's management development and
succession planning programs.
MANAGEMENT INCENTIVE PLAN
The purpose of the Management Incentive Plan is to promote the
profitability of the Company by providing incentive and reward for those
employees who contribute most to the operating progress and earnings of the
Company. Annual incentive awards under the Company's Management Incentive
Plan are tied directly to the Company's performance and that of individual
profit centers as measured by specific financial performance factors approved
by the Committee. After the end of each fiscal year and completion of the
audit of the Company's financial statements for that year, the Committee
establishes the amount to be added to the Management Incentive Plan fund,
which amount, in accordance with the terms of the Management Incentive Plan,
cannot exceed 12 1/2% of consolidated net earnings in excess of an amount
equal to 6% of net capital for such year. The amount added to the fund is
usually well below the maximum allowable.
Management Incentive Plan payments from the fund for 1995 were based
primarily on six objective financial performance factors which are calculated
separately for each profit center: (1) inflation-adjusted return on capital
employed compared to real cost of capital; (2) inflation-adjusted return on
capital employed compared to the average of such returns for the prior six
years; (3) pre-tax earnings compared to budget; (4) inflation-adjusted pre-tax
earnings compared to the average of such earnings for the prior six years;
(5) cash flow compared to budget; and (6) cash flow compared to the average
of inflation-adjusted cash flow for the prior six years. Each of the first
four factors are given a weight of 20% and each of the last two are given a
weight of 10%. Supplementary factors such as safety, health and environmental
matters, community relations, management development, employee relations and
pursuit of profitable growth are also considered in determining payments under
the Management Incentive Plan. Regardless of the composite results of a
profit center's performance, no bonus is earned if the profit center fails to
achieve at least 40% of its budgeted earnings.
The Compensation Committee sets the target bonus for each Senior
Executive which is equivalent to a specified percentage of each Senior
Executive's base salary. Generally, this percentage becomes greater as the
level of the Senior Executive's responsibility increases. The amount of any
payment to an individual under the Management Incentive Plan may be lower or
higher than the individual's target bonus. The amount of an individual
payment is determined on the basis of overall corporate or profit center
performance and the individual's personal performance.
In establishing the 1995 Management Incentive Plan payments,
the Committee reviewed with the Chief Executive Officer management's
recommendations concerning the bonuses to be awarded and the target bonuses
established for each position. These recommendations do not include any
recommendations with respect to the Chief Executive Officer.
The Management Incentive Plan payment to Mr. Sklenar with respect to
1995 was based on the same performance factors described above which were used
in setting bonuses for all other participants in the Management Incentive
Plan. In addition, the Committee independently evaluated Mr. Sklenar's
performance, including his leadership in improving earnings per share, which
were up over 70% from 1994 and which established a new record for the Company,
in embarking on a procurement project designed to reduce costs significantly,
and in revising the Company's incentive structure to stimulate improved
performance. Based on 1995 performance, Mr. Sklenar's payment under the
Management Incentive Plan was 83% of his base salary or 165% of the target
bonus established for him under the Management Incentive Plan.
LONG-RANGE PERFORMANCE SHARE PLAN
Long-term incentives are provided under the Company's 1991 Long-Range
Performance Share Plan (the "Plan"). The purpose of the Plan is to further
the long-term growth in profitability of the Company by offering long-term
incentives to those executives who will be largely responsible for such
growth. Awards of performance shares under the Plan are made annually by the
Committee and have a maturity period of five years (except for awards for
shorter periods made to executives who are within five years of retirement).
One performance share corresponds to one share of the Company's Common Stock,
but carries no voting or dividend rights. The Committee establishes
conditions for payment and selects a group of companies to which the
Company's performance will be compared over the five-year award period. The
companies in the Wilshire Materials and Services Index, which was used in the
Shareholder Return Performance Presentation, overlap to some extent with the
companies in the comparison group. In setting the number of shares to be
awarded to each Senior Executive, the Committee uses a formulistic approach.
The value of the performance shares awarded generally is equal to a percentage
of the sum of the market rate salary and the target bonus for each Senior
Executive. Generally, this percentage becomes greater as the level of the
Senior Executive's responsibility increases.
Payment with respect to one-half of the long-term incentive award is
based on comparison of the Company's growth in earnings per share during the
award period with the growth in earnings per share of the comparison
companies. Payment with respect to the other one-half of the award is based
on a comparison of the Company's return on investment performance with the
return on investment performance of the comparison companies.
In May 1995, the Committee determined that conditions established with
respect to performance shares awarded in 1990 had been met to the extent that
46% of the awards made in that year were earned and paid. The Company's
performance with respect to the five-year award period placed it at the 71st
percentile in return on investment, and at the 48th percentile in growth in
earnings per share with respect to a comparison group of companies chosen by
the Committee at the time of the award. The Company's earnings per share
during the award period averaged less than the average for the five years
immediately preceding the commencement of the award period, so no payment
would have been earned with respect to the half based upon earnings per share
even if the Company had ranked in a higher percentile. The Long-Range
Performance Share payment made to Mr. Sklenar in 1995 was the same percentage
that was paid to all other participants in the Plan. The Committee will
determine later this spring the extent to which conditions have been satisfied
with regard to performance shares awarded in 1991 and the number of
performance shares earned.
COMPLIANCE WITH INTERNAL REVENUE CODE SECTION 162(m)
Internal Revenue Code Section 162(m), enacted in 1993, prohibits a
public corporation from taking a deduction for compensation in excess of
$1 million paid to its chief executive officer or any of its four other
highest-paid executive officers. To date, none of the executives named in
the Summary Compensation Table, with the exception of Mr. Sklenar, has
received annual compensation exceeding $1 million.
The Internal Revenue Service has proposed regulations pursuant to
Section 162(m) which exempt certain "qualified performance-based compensation"
from the application of the deduction limitation. It is the Committee's
understanding that awards and payments made pursuant to the Long-Range
Performance Share Plan should qualify under the proposed regulations as
"performance-based" and remain fully deductible, despite the new limitation.
The Management Incentive Plan has been approved by the shareholders and
satisfies several, but not all, of the criteria necessary to be deemed
"qualified performance-based compensation." The Committee will continue to
study possible revisions to the Management Incentive Plan that would result
in all payments under that plan being fully deductible.
Compensation Committee
O. R. Smith, Chairman
M. H. Antonini
L. D. DeSimone
R. H. Leet
D. J. McGregor
J. V. Napier
SHAREHOLDER RETURN PERFORMANCE PRESENTATION
The following graph and table compare the performance of the Company's
Common Stock to that of the Standard & Poor's 500 Stock Index ("S&P 500") and
the Wilshire Materials and Services Index ("Wilshire M&S") for the period
commencing December 31, 1990, and ending on December 31, 1995. All of these
indices have been calculated by Wilshire Associates, Incorporated. The
Wilshire M&S Index is a market capitalization weighted index containing the
public equities of firms in the Materials and Services sector as defined by
Wilshire Associates, Incorporated. The Materials and Services sector
includes the Company and approximately 1,300 other corporations, some of
which are in the mining and chemicals industries. The Index is one of nine
sectors that make up the Wilshire 5000. The graph assumes that the index
value of the investment in the Company's Common Stock and each index was 100
on December 31, 1990, and that all dividends have been reinvested.
COMPARATIVE TOTAL RETURNS TO SHAREHOLDERS
CUMULATIVE RETURN INDEX
Here is the line graph represented by the following coordinates:
Index as of December 31
1990 1991 1992 1993 1994 1995
Vulcan (VMC) 100 109 151 151 167 195
Wilshire M & S 100 129 138 153 151 188
S&P 500 Index 100 131 141 155 157 216
RETIREMENT INCOME PLAN
The Retirement Income Plan for Salaried Employees of Vulcan Materials
Company (the "Retirement Plan") provides benefits under a funded
noncontributory defined benefit plan and covers most salaried employees,
including all executive officers. Under the Retirement Plan, normal
retirement benefits are paid commencing at age 65 (or later actual retirement)
based on the participant's years of benefit service under the Retirement Plan
and the average of the highest 36 consecutive months of eligible earnings.
Eligible earnings under the Retirement Plan include an employee's salary and
any awards under the Company's Management Incentive Plan, as described in the
"Salary" and "Bonus" columns of the Summary Compensation Table. The benefit
amounts are subject to deductions equal to 1.34% of a participant's monthly
primary social security benefit for each year of benefit service, up to a
maximum of 50% of the primary social security benefit. There were no
contributions by the Company to the Retirement Plan in 1995 due to the full
funding limitations imposed by federal law.
Under Section 415 of the Internal Revenue Code, the maximum benefit
allowable under the Retirement Plan for an employee retiring at age 65 in 1995
is $120,000, an amount which may change each year in accordance with a
determination made by the Internal Revenue Service. In addition, Section 401
of the Internal Revenue Code limits the amount of an employee's compensation
which may be taken into account under the Retirement Plan to $150,000, an
amount which also is subject to change each year in accordance with a similar
determination. Therefore, the Company has an Unfunded Supplemental Benefit
Plan for Salaried Employees (the "Supplemental Plan") which enables the
Company to pay to any person designated by the Compensation Committee whose
pension under the Retirement Plan has been reduced as a result of the
limitations imposed by Sections 401 and 415 of the Internal Revenue Code an
amount equal to the difference between the amount the person would have
received under the Retirement Plan had there been no limitations and the
amount the person will receive under the Retirement Plan after giving effect
to the limitations.
The Supplemental Plan is unfunded and amounts due the employees covered
thereby are general obligations of the Company; however, the Supplemental Plan
contains provisions which allow for the creation of a trust to help ensure the
payment of benefits under the Supplemental Plan.
The Supplemental Plan provides for the vesting of excess retirement
benefits in the same manner that benefits vest under the Retirement Plan,
which is after five years. In addition, the Supplemental Plan provides for an
acceleration of the payment of excess retirement benefits in connection with a
Change in Control of the Company (see the definition of "Change in Control" on
page 22 below) if, simultaneously with or subsequent to the Change in Control,
the participant's employment is terminated, the Supplemental Plan is
terminated or the Company's capital structure is changed materially.
Assuming continuance of the Retirement Plan and the Supplemental Plan
in their present form, annual benefits payable to participating employees
(including executive officers) following retirement, in specific salary
classifications and with the continuous years of benefit service indicated,
are shown in the table below. Each amount in the table is based on the
benefit applicable on December 31, 1995, to an employee retiring at age 65
payable in the form of a single life annuity and is subject to the
above-described deduction for the primary social security benefit.
<TABLE>
<CAPTION>
Remuneration 15 Years 20 Years 25 Years 30 Years 35 Years 40 Years
<S> <C> <C> <C> <C> <C> <C>
$100,000 25,200 33,600 40,650 47,700 54,750 58,000
150,000 37,800 50,400 60,975 71,550 82,125 87,000
200,000 50,400 67,200 81,300 95,400 109,500 116,000
250,000 63,000 84,000 101,625 119,250 136,875 145,000
300,000 75,600 100,800 121,950 143,100 164,250 174,000
350,000 88,200 117,600 142,275 166,950 191,625 203,000
400,000 100,800 134,400 162,600 190,800 219,000 232,000
500,000 126,000 168,000 203,250 238,500 273,750 290,000
600,000 151,200 201,600 243,900 286,200 328,500 348,000
700,000 176,400 235,200 284,550 333,900 383,250 406,000
800,000 201,600 268,800 325,200 381,600 438,000 464,000
900,000 226,800 302,400 365,850 429,300 492,750 522,000
1,000,000 252,000 336,000 406,500 477,000 547,500 580,000
The benefit service accruals used to determine benefits under the
Retirement Plan as of December 31, 1995, for Mr. Sklenar and four other
executive officers named in the Summary Compensation Table are shown below.
Years of
Name Benefit Service
as of 12/31/95
Herbert A. Sklenar 23 6/12
William J. Grayson, Jr. 33 2/12
Donald M. James 3 0/12
Peter J. Clemens, III 18 5/12
Michael J. Ferris 24 7/12
EMPLOYEE SPECIAL SEVERANCE PLAN
The Company's Employee Special Severance Plan (the "Special Severance
Plan") became effective in 1990, following adoption by the Board of Directors.
The Special Severance Plan covers all full-time salaried employees, including
the executive officers named in the Summary Compensation Table, and is
designed to reassure participants in the event of a Change in Control (as
defined below) of the Company, so that they can continue to focus their time
and energy on business-related concerns rather than personal concerns. A
Change in Control is defined as: (1) the acquisition by any person, entity,
or group of 25% or more of the outstanding shares of Company stock or the
combined voting power of the Company's outstanding voting securities, unless a
majority of the continuing directors determines that this acquisition does not
constitute a Change in Control; (2) the continuing directors cease to
constitute a majority of the Board of Directors; (3) approval by the Board of
Directors of (a) a merger, consolidation or reorganization of the Company,
after which either (i) the continuing directors do not constitute a majority
of the directors of the surviving corporation, or (ii) any person, entity or
group controls more than 25% of the combined voting power, (b) any sale,
lease, or other transfer of all or substantially all of the Company's assets,
or (c) any plan or proposal for the Company's dissolution or liquidation,
unless a majority of the continuing directors determine that such merger,
consolidation, reorganization, sale, lease, other transfer, liquidation or
dissolution shall not be deemed a Change in Control for purposes of the
Special Severance Plan. A participant is entitled to benefits under the
Special Severance Plan if, within two years after a Change in Control, the
participant's employment is terminated without substantial cause ("Substantial
Cause") or is voluntarily terminated by the participant for good reason
("Good Reason"). Substantial Cause is defined as: (1) the participant's
willful and continued failure to substantially perform his duties after
receiving a written demand for substantial performance; (2) the participant's
willful engaging in an act of gross misconduct which is demonstrably injurious
to the Company; or (3) the participant's commission of an act of fraud
intended to result in substantial personal enrichment. Good Reason is
defined as: (1) the assignment to the participant of duties that are
materially inconsistent with his position or a change in the participant's
title or office without his consent; (2) a reduction in the participant's
salary or the Company's failure to increase the participant's salary by a
specified percentage and by a specified date; (3) a change in the
participant's principal work location to a location more than 50 miles from
his current principal work location; (4) the Company's failure to maintain any
benefit or compensation plan (collectively, "Plans") in which the participant
was participating, a reduction of the participant's benefits under the Plans,
or the failure to provide the participant the number of vacation days to which
he is entitled; (5) the Company's failure to pay the participant any
compensation within seven days of its due date; (6) the Company's failure to
require any successor to the Company to assume the obligations pursuant to the
Special Severance Plan; or (7) the Company's termination of the participant in
a manner inconsistent with the Special Severance Plan.
Benefits under the Special Severance Plan include a lump-sum
payment upon termination which, in the case of executives of the Company whose
compensation is determined by the Compensation Committee of the Board of
Directors, would be equal to two years' base salary. The lump-sum payments
made to other participants would be equal to two and one-half weeks' base
salary times the participant's years of service, subject to a maximum of two
years' base salary and a minimum ranging from one-fourth year's base salary to
one year's base salary, depending upon the participant's position with the
Company. (The Special Severance Plan also contains limitations on benefits
which are designed to prevent the payments made under the Special Severance
Plan, when added to payments which may be made to employees under other
Company plans in the event of a Change in Control, from exceeding certain
limits imposed by the Internal Revenue Code.) Benefits under the Special
Severance Plan also include the maintenance by the Company of all life
insurance, accidental death and dismemberment insurance and medical, dental
and prescription drug plans in which the participant was entitled to
participate for up to one year from a participant's termination.
The Special Severance Plan is unfunded, but contains provisions which
allow for the creation of a trust to help ensure the payment of benefits under
the Special Severance Plan.
2. PROPOSED 1996 LONG-TERM INCENTIVE PLAN
The Board of Directors has adopted the Vulcan Materials Company 1996
Long-Term Incentive Plan (the "Incentive Plan"). The shareholders of the
Company are being asked to approve the adoption of the Incentive Plan. The
Incentive Plan is designed to enhance the ability of the Company to attract
and retain key employees upon whom the growth and profitability of the
Company depend. At the same time, the Incentive Plan has been designed to
preserve the tax deductibility of certain kinds of awards under the Plan to
certain executive officers, even if such executives' compensation exceeds
$1,000,000 in any year. Under amendments adopted in 1993 to the Internal
Revenue Code of 1986 (the "Code"), publicly traded corporations will not be
entitled to deduct for federal income tax purposes compensation paid to
"covered employees," as defined, to the extent that payments for any year to
any such employee exceeds $1,000,000 unless the payments qualify for an
exception to the deductibility limit. One such exception is compensation paid
under a performance-based compensation plan which has been approved by
shareholders. The Company believes that, if the Incentive Plan is approved
by the shareholders, shares received upon exercise of stock options or stock
appreciation rights ("SARs") or pursuant to performance share awards will
qualify as a performance-based compensation.
The following summary description of the material terms of the
Incentive Plan is qualified in its entirety by reference to the full text of
the Incentive Plan, which is attached to this Proxy Statement as Exhibit A.
If the Incentive Plan is approved by the shareholders of the Company, there
will be no further awards under the 1991 Long-Range Performance Share Plan
of the Company.
The Incentive Plan will authorize the granting of stock-based awards
to key salaried employees of the Company and its affiliates from the date of
its approval by shareholders until May 2006. The Incentive Plan will permit
the grant of: (1) stock options, including incentive stock options meeting
the requirements of Section 422 of the Internal Revenue Code ("ISOs"), (2)
SARs, (3) restricted stock and restricted stock units, (4) performance share
awards, (5) dividend equivalents, and (6) other awards valued in whole or in
part by reference to or otherwise based on Common Stock of the Company ("Other
Stock-Based Awards").
The number of shares of Common Stock of the Company available for
awards in each calendar year will be .95% of the issued shares of the Company
(including treasury shares) as of the first day of each calendar year plus the
unused shares that are carried over from prior years. No more than 1,000,000
shares will be available for granting ISOs. No individual participant may be
granted awards representing more than 100,000 shares in any calendar year. In
addition, the number of shares of restricted stock or restricted stock units
which may be issued pursuant to the Incentive Plan in any given year is
limited to one-third of the total number of shares available for awards in
that calendar year. These limitations are subject to adjustment by the
Compensation Committee in its discretion, in order to prevent the dilution or
enlargement of the benefits intended to be made available under the Incentive
Plan, in the event of any dividend or distribution, recapitalization, stock
split, reverse stock split, reorganization, merger, consolidation, split-up,
spin-off, combination, repurchase, exchange of securities, issuance of rights
or warranties, or similar corporate transactions or events.
Awards may provide that upon their exercise, the holder will receive
cash, stock, other securities, other awards, other property or any combination
thereof, as determined by the Compensation Committee. Any shares of stock
deliverable under the Incentive Plan may consist in whole or in part of
authorized and unissued shares or treasury shares.
The Incentive Plan will be administered by the Compensation Committee,
which consists exclusively of nonemployee directors. The Compensation
Committee will have discretion to establish rules for the administration of
the Incentive Plan, to select the employees to whom awards are to be granted,
to determine the types of awards to be granted, to set the terms and
conditions of such awards, and to make all determinations and interpretations
with respect to the Incentive Plan as may be necessary or appropriate. In
making these determinations, the Compensation Committee will consider, among
other factors, the performance of the individual and the Company with respect
to certain objective and subjective criteria and competitive market data with
respect to grants by other companies under long-term compensation plans.
The Incentive Plan authorizes the granting of both ISOs and stock
options that do not qualify as ISOs. The terms on which such options may be
exercised will be set by the Compensation Committee; provided, however, that
the exercise price for any option shall not be less than the fair market value
of a share on the date of grant and, in the case of an ISO, the exercise
period shall not exceed ten years from the date of grant.
SARs granted under the Incentive Plan will entitle the holder, upon
exercise, to receive (in cash, shares of Common Stock, other securities, other
awards or other property) an amount equal to the difference between the fair
market value per share of the Common Stock on the date of exercise over the
grant price (which may not be less than the fair market value per share of the
Common Stock on the date of grant).
Restricted stock consists of shares of Common Stock that are subject
to such restrictions as the Compensation Committee in its discretion may
impose (including, without limitation, restrictions on transfer, voting rights
and dividend rights). Restricted stock units represent unfunded obligations
of the Company that are denominated in shares of Common Stock. Restricted
stock units may be settled in cash, shares of Common Stock, other securities,
other awards, or other property, either automatically or at the election of
the holder or the Compensation Committee, as the Compensation Committee shall
determine. Restricted stock and restricted stock units will both be subject
to at least a three-year vesting period.
Performance share awards (which may be denominated or payable in
cash, shares of Common Stock, other securities, other awards, or other
property) confer upon the holder rights payable to, or exercisable by, the
holder upon the achievement of preestablished performance goals over a
prescribed performance period. Such performance goals will be established
by the Compensation Committee based on earnings as reported or after deducting
a charge reflecting the cost of capital, return on investment or total
shareholder return of the Company or an affiliate, or any division or
operating unit thereof, as measured on an absolute basis, as compared
to another performance period, or as compared to a group of
comparison companies.
Dividend equivalents entitle the holder of an award to receive
payments equivalent to dividends with respect to the number of shares of
Common Stock or Common Stock equivalents comprising an award.
Other Stock-Based Awards consist of awards designed by the
Compensation Committee that are denominated or payable in, are valued in whole
or in part by reference to, or are otherwise based on or related to shares of
Common Stock (including securities convertible into Common Stock).
The Compensation Committee has the discretion, subject to the
limitations of the Incentive Plan, to establish the vesting requirements,
if any, forfeiture provisions and the term of each award under the
Incentive Plan.
The Board of Directors of the Company has the authority to amend,
alter, suspend, discontinue or terminate the Incentive Plan, without the
consent of any shareholder of the Company or any participant in the Incentive
Plan, except that, without shareholder approval, no amendment of the Incentive
Plan may be made which would (i) increase the number of shares of Common Stock
available for awards under the Incentive Plan or the maximum number of shares
of Common Stock that can be the subject of award to any individual participant
in any year, (ii) modify the eligibility criteria for participation in the
Incentive Plan or (iii) permit stock options or SARs to be granted with a
grant, purchase or exercise price that is less than the fair market value per
share of the Common Stock on the date of grant.
Following is a summary of the material federal income tax consequences
generally applicable to awards under the Incentive Plan. The grant of an
option or SAR will create no tax consequences for the recipient or the
Company. The holder of an ISO generally will have no taxable income upon
exercising the ISO (except that the alternative minimum tax may apply), and
the Company generally will receive no tax deduction when an ISO is exercised.
Upon exercising a stock option other than an ISO, the optionee must recognize
ordinary income equal to the excess of the fair market value of the shares
acquired on the date of exercise over the option price, and the Company will
then be entitled to a tax deduction for the same amount. Upon exercising an
SAR, the amount of any cash received and the fair market value on the exercise
date of any shares or other property received are taxable to the recipient as
ordinary income and then deductible by the Company. The tax consequence to an
optionee of a disposition of shares acquired through the exercise of an option
will depend on how long the shares have been held and upon whether such shares
were acquired by exercising an ISO or by exercising an SAR or stock option
other than an ISO. Generally, there will be no tax consequence to the Company
in connection with a disposition of shares acquired upon the exercise of an
option except that the Company may be entitled to a tax deduction in the case
of a disposition of shares acquired under an ISO before the applicable ISO
holding periods have been satisfied.
With respect to other awards granted under the Incentive Plan that are
settled in cash, shares of Common Stock or other property that is either
transferable or not subject to substantial risk of forfeiture, the holder of
an award must recognize ordinary income equal to the excess of (a) the cash or
the fair market value of the shares or other property received (determined as
of the date of such settlement) over (b) the amount (if any) paid for such
shares or other property by the holder of the award. The Company will then be
entitled to a deduction for the same amount. With respect to awards that are
settled in shares or other property that is restricted as to transferability
and subject to substantial risk of forfeiture, unless the holder under Code
Section 83(b) within 30 days after issuance of the shares elects to include as
ordinary income for the year of issuance an amount equal to the fair market
value of the shares on the date of issuance (determined without regard to the
restrictions), ordinary income in an amount equal to the fair market value of
the shares on the date of lapse of the restrictions will be recognized by the
holder for the year in which the restrictions lapse. The Company will be
entitled to a tax deduction at the same time and in the same amount as the
holder recognizes income. Dividends on restricted shares paid to the holder
for periods before the applicable income recognition date as described in the
preceding sentence will be treated for tax purposes as additional compensation
and will be deductible by the Company. Upon a later disposition of shares
acquired under the restricted stock plan, the holder will realize capital gain
or loss equivalent to the difference between the sales proceeds and the fair
market value of the shares on the applicable income recognition date, and the
holding period for determining whether gain or loss is long-term or
short-term is measured from such date. There will be no tax consequences to
the Company in connection with the holder's disposition of the shares.
Special rules apply in the case of individuals subject to
Section 16(b) of the Securities Exchange Act of 1934, as amended. In
particular, under current law, shares received pursuant to the Incentive Plan
are treated as restricted as to transferability and subject to a substantial
risk of forfeiture for a period of six months after the date that a "purchase"
is deemed to have occurred for purposes of Section 16(b), unless the holder
of the shares makes an election under Code Section 83(b) to accelerate the
taxable event, as explained above. The timing and amount of the Company's
deduction corresponds to the timing and amount of the holder's recognition
of income.
Future awards under the Incentive Plan will be made at the discretion
of the Compensation Committee and, therefore, are not determinable at this
time. On March 27, 1996, the closing price of the Common Stock of the Company
was $56.75 per share.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL
TO APRROVE THE 1996 LONG-TERM INCENTIVE PLAN.
3. PROPOSED DEFERRED STOCK PLAN
FOR NONEMPLOYEE DIRECTORS
Subject to shareholder approval, the Board of Directors has adopted
the Vulcan Materials Company Deferred Stock Plan for Nonemployee Directors
(the "Deferred Stock Plan"), a copy of which is annexed to this Proxy
Statement as Exhibit B. The Deferred Stock Plan is being submitted to the
shareholders of the Company for approval.
The purpose of the Deferred Stock Plan is to provide for the payment
of a greater portion of the compensation of nonemployee directors of the
Company in the form of equity, thereby more closely aligning the interests of
the nonemployee directors with those of the other shareholders of the Company.
This plan is intended to replace the Directors Emeriti Plan and the Stock
Plan, described on pages 9 and 10 above. Each nonemployee director who is
serving as a director of the Company on the date the Deferred Stock Plan is
adopted by the shareholders (the "Effective Date"), and any new nonemployee
director shall be eligible to participate in the Deferred Stock Plan. The
total number of shares of Common Stock of the Company that may be issued
pursuant to the Deferred Stock Plan shall not exceed 100,000, subject to
adjustment in the event of a stock split, reverse stock split, reorganization
or recapitalization.
Under the Deferred Stock Plan, an account will be established for each
nonemployee director to which deferred stock units will be credited. Each
deferred stock unit will evidence the right to receive shares of Common Stock
of the Company upon the director's termination of service. Credits will be
made annually on June 1 in the years following the year in which the Effective
Date occurs, and, additionally, the nonemployee directors will receive a
credit on the date that is six months after the Effective Date. The amount of
the award of deferred stock units to current nonemployee directors pursuant to
the Deferred Stock Plan will be dependent upon a nonemployee director's
irrevocable election to continue or discontinue participation in the Directors
Emeriti Plan. If a director irrevocably elects, on or prior to the Effective
Date of the Deferred Stock Plan, to discontinue his or her participation in
the Directors Emeriti Plan, the amount of deferred stock units credited to the
account of the nonemployee director will be calculated by dividing an amount
equal to 40% of the annual retainer payable to nonemployee directors then in
effect by the average daily closing price per share of Common Stock of the
Company for the 20 trading days prior to such date (the "Fair Market Value Per
Share"). Those current nonemployee directors who do not on or prior to the
Effective Date irrevocably elect to discontinue participation in the Directors
Emeriti Plan will have credited to their accounts an amount of deferred stock
units calculated by dividing an amount equal to 15% of the annual retainer
then in effect by the Fair Market Value Per Share. Each person who becomes a
nonemployee director after the Effective Date will not be eligible to
participate in the Directors Emeriti Plan and will receive an award equal to
40% of the annual retainer on June 1 of each year that such person serves as a
director. On each date on which a regular cash dividend is paid on the Common
Stock, the account of each eligible nonemployee director will be credited with
additional deferred stock units corresponding to the cash dividend paid on
the number of shares of Common Stock evidenced by the deferred stock units
credited to the account of such nonemployee director.
The entire balance of a nonemployee director's account will be paid
to the director, in either a lump sum or installments at the election of such
director, in shares of Common Stock of the Company upon the director's
termination of service. The value of the deferred stock units is dependent
upon the fair market value of shares of Common Stock of the Company, and
therefore is subject to market fluctuations in the value of the Company's
Common Stock until the date of distribution.
Unless approved by the shareholders of the Company, the Deferred
Stock Plan may not be amended if such amendment would (i) materially increase
the maximum number of shares that may be issued under the Deferred Stock Plan,
(ii) materially increase the benefits accruing to participants under the
Deferred Stock Plan, or (iii) materially modify the requirements as to
eligibility for participation in the Deferred Stock Plan.
The amount of the deferred stock units is not deductible by the
Company nor taxable to the nonemployee director on the date the units are
awarded to such director. In general, in the year which the shares are
transferred to a nonemployee director, the director will realize compensation
income equal to the value of the shares as of the transfer date and the
Company will be entitled to deduct the same amount. A director's tax basis
for purposes of future sales of shares received under the Deferred Stock Plan
will be equal to the amount includible in the director's income as described
above. In general, for purposes of determining whether the gain is long-term
or short-term, the director's holding period will begin on the transfer date.
The following table sets forth the compensation to be paid to each
eligible nonemployee director under the Deferred Stock Plan during the first
year of the Deferred Stock Plan (excluding dividend credits). As stated
above, a director will either receive a 15% of retainer grant or a 40% of
retainer grant dependent upon whether a nonemployee director irrevocably
elects to continue participation in the Company's Directors Emeriti Plan.
NEW PLAN BENEFITS
FOR ALL NONEMPLOYEE DIRECTORS
CASH VALUE DEFERRED STOCK UNITS (1)
15% Award(2) $ 4,500 79.30 shares
40% Award(3) $12,000 211.45 shares
(1) Assumes a price per share of Common Stock of $56.75, which was the closing
price per share on March 27, 1996. The actual number of shares received in
the first award will be based on the Fair Market Value Per Share of the Common
Stock on the date that is six months after the Effective Date.
(2) Assumes the nonemployee director continues participation in the Directors
Emeriti Plan. Such dollar amount represents 15% of the annual retainer for
nonemployee directors as currently in effect.
(3) Assumes the nonemployee director discontinues participation in the
Directors Emeriti Plan. Such dollar amount represents 40% of the annual
retainer for nonemployee directors as currently in effect.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL TO
APPROVE THE DEFERRED STOCK PLAN FOR NONEMPLOYEE DIRECTORS.
4. RATIFICATION OF APPOINTMENT
OF INDEPENDENT AUDITORS
Upon recommendation of the Audit Review Committee, which is composed
of directors who are not officers of the Company, the Board of Directors has
appointed Deloitte & Touche LLP, a firm of independent certified public
accountants, as independent auditors for the year 1996 and until their
successors are chosen. The function of the independent auditors is to audit
the accounts and records of the Company, to report on the consolidated balance
sheet, the related statements of consolidated earnings, consolidated
shareholders' equity and changes in consolidated financial position of the
Company and its subsidiaries, and to perform such other appropriate
accounting services as may be required by the Board of Directors. Although
shareholder ratification is not required, the Board of Directors has
determined that it would be desirable to request an expression from the
shareholders as to whether or not they concur in this appointment. If a
majority of the shares voting at the Annual Meeting fails to ratify the
selection of Deloitte & Touche LLP as independent auditors, the Board of
Directors will consider the selection of another independent certified public
accounting firm.
The firm of Deloitte & Touche LLP, or its predecessors, Deloitte
Haskins & Sells and Haskins & Sells, has audited the Company's books since
1956. A representative of that firm will be present at the Annual Meeting
and will be given an opportunity to make a statement and to respond to
appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
THE PROPOSAL TO RATIFY ITS INDEPENDENT AUDITORS.
COMPLIANCE WITH THE SECURITIES EXCHANGE ACT
Under Section 16(a) of the Securities Exchange Act of 1934, as
amended, each of the Company's directors and executive officers, and any
beneficial owner of more than 10% of the Common Stock, is required to file
with the Securities and Exchange Commission (the "SEC") initial reports of
beneficial ownership of the Common Stock and reports of changes in beneficial
ownership of the Common Stock. Such persons also are required by SEC
regulations to furnish the Company with copies of all such reports. Based
solely on its review of the copies of such reports furnished to the Company
for the year ended December 31, 1995, and on the written representations made
by such persons that no other reports were required, the Company is not aware
of any instances of noncompliance with Section 16(a) by such persons except as
described below.
In December 1995, a dividend was paid to the accounts of
Mr. Antonini, Mr. DeSimone, Mr. McGregor, Ms. McLaughlin and Mr. Smith
pursuant to the Deferred Compensation Plan. Due to an accounting error, this
dividend was not reported on Forms 4 in a timely manner. Forms 4 reflecting
the dividend paid were filed with the SEC in February 1996.
SHAREHOLDERS' PROPOSALS FOR 1997
To be eligible for inclusion in the Company's Proxy Statement
and form of proxy for its 1997 annual meeting, a shareholder's proposal must
be received by the Company at its principal office no later than December 10,
1996. Proposals should be addressed to William F. Denson, III, Secretary,
P. O. Box 530187, Birmingham, Alabama 35253-0187.
VULCAN MATERIALS COMPANY
WILLIAM F. DENSON, III
Secretary
One Metroplex Drive
Birmingham, Alabama 35209
April 8, 1996
EXHIBIT A
VULCAN MATERIALS COMPANY
1996 LONG-TERM INCENTIVE PLAN
Section 1. Definitions.
As used in the Plan, the following terms shall have the meanings set
forth below:
(a) "Affiliate" shall mean (i) any entity that, directly or through
one or more intermediaries, is controlled by the Company, or
(ii) any entity in which the Company owns a significant equity
interest, as determined by the Committee.
(b) "Award" shall mean any Option, Stock Appreciation Right,
Restricted Stock, Restricted Stock Unit, Performance Share Award,
Dividend Equivalent, or Other Stock-Based Award granted under
the Plan.
(c) "Award Agreement" shall mean any written agreement, contract,
or other instrument or document evidencing any Award granted
under the Plan.
(d) "Award Period" shall mean the period beginning with the date an
Award is granted and ending on the date set forth in the
applicable Award Agreement.
(e) "Code" shall mean the Internal Revenue Code of 1986, as amended
from time to time and any rules or regulations promulgated
thereunder.
(f) "Committee" shall mean those members of the Compensation
Committee of the Board of Directors of the Company (or any
successor committee thereto), consisting in number of not less
than the minimum number of directors required to satisfy the
requirements of Rule 16b-3 of the Exchange Act and Section
162(m) of the Code, each of whom qualifies as a "disinterested
person" within the meaning of Rule 16b-3 and an "outside
director" within the meaning of Section 162(m) of the Code.
(g) "Dividend Equivalent" shall mean any right granted under
Section 6(e) of the Plan.
(h) "Eligible Employee" shall mean any person who in accordance
with Section 5 is eligible to receive an Award under the Plan.
(i) "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended from time to time.
(j) "Fair Market Value" shall mean, with respect to any property
(including, without limitation, any Shares or other securities),
the fair market value of such property determined by such
methods or procedures as shall be established from time to
time by the Committee.
(k) "Incentive Stock Option" shall mean an option granted under
Section 6(a) of the Plan that is intended to meet the
requirements of Section 422 of the Code (or any successor
provision thereto).
(l) "Non-Qualified Stock Option" shall mean any option not intended
to be an Incentive Stock Option.
(m) "Option" shall mean an Incentive Stock Option or a Non-Qualified
Stock Option.
(n) "Other Stock-Based Award" shall mean any right granted under
Section 6(f) of the Plan.
(o) "Participant" shall mean any key salaried employee of the
Company or of an Affiliate who is granted an Award under the
Plan.
(p) "Performance Share Award" shall mean any right granted under
Section 6(d) of the Plan.
(q) "Person" shall mean any individual, corporation, partnership,
association, joint-stock company, trust, unincorporated
organization, or government or political subdivision thereof.
(r) "Restricted Stock" shall mean any Shares granted under
Section 6(c) of the Plan.
(s) "Restricted Stock Unit" shall mean any right granted under
Section 6(c) of the Plan that is denominated in Shares.
(t) "Rule 16b-3" shall mean Rule 16b-3 promulgated by the Securities
and Exchange Commission under the Exchange Act or any successor
rule or regulation thereto.
(u) "Shares" shall mean the common shares of the Company, $1.00
par value, and such other securities or property as may become
the subject of Awards pursuant to an adjustment made under
Section 4(b) of the Plan.
(v) "Stock Appreciation Right" shall mean any right granted under
Section 6(b) of the Plan.
Section 2. PURPOSE.
The purpose of the Vulcan Materials Company (the "Company") 1996
Long-Term Incentive Plan (the "Plan") is to promote the long-term success of
the Company by encouraging key employees of the Company and its Affiliates (as
defined below) to acquire a proprietary interest in the growth and performance
of the Company, and to enhance the ability of the Company and its Affiliates
to attract and retain highly qualified individuals upon whom, in large
measure, the sustained growth and profitability of the Company depend.
Section 3. ADMINISTRATION.
The Plan shall be administered by the Committee. Subject to the terms
of the Plan and applicable law, the Committee shall have the authority to
effectuate the purposes of the Plan. Without limiting the generality of the
foregoing, the Committee shall have the exclusive right to: (i) designate
Participants; (ii) determine the type or types of Awards to be granted to each
Participant; (iii) determine the number of Shares to be covered by an Award
(or with respect to which payments, rights, or other matters are to be
calculated in connection with an Award); (iv) determine the terms and
conditions of an Award; (v) determine whether, to what extent, and under
what circumstances an Award may be settled or exercised in cash, Shares,
other securities, other Awards, or other property, or canceled, forfeited,
or suspended, and the method or methods by which an Award may be settled,
exercised, canceled, forfeited, or suspended; (vi) determine whether, to what
extent, and under what circumstances cash, Shares, other securities, other
Awards, other property, and other amounts payable with respect to an Award
shall be deferred either automatically or at the election of the holder
thereof or of the Committee; (vii) determine the rights of Participants in
the events of death, disability, termination, change in control and the like;
(viii) interpret and administer the Plan and any instrument or agreement
relating to the Plan or an Award; (ix) establish, amend, suspend, or waive
rules and regulations for the administration of the Plan; (x) appoint such
agents as it shall deem appropriate for the proper administration of the Plan;
and (xi) make any other determination and take any other action that the
Committee deems necessary or desirable for the administration of the Plan.
Unless otherwise expressly provided in the Plan, all designations,
determinations, interpretations, and other decisions under or with respect
to the Plan or any Award shall be within the sole discretion of the
Committee, may be made at any time, and shall be final, conclusive, and
binding upon all Persons, including the Company, any Affiliate, any
Participant, any holder or beneficiary of any Award, any shareholder, and
any employee of the Company or of any Affiliate.
Section 4. SHARES AVAILABLE FOR AWARDS.
(a) Shares Available. Subject to adjustment as provided in
Section 4(b):
i) Calculation of Number of Shares Available. The number of
Shares available for granting Awards in each calendar year
shall be .95% of the issued common shares of the Company
(including treasury shares) as of the first day of each
calendar year; provided, however, that in any calendar
year the number of available Shares shall be increased by
the number of Shares available under the Plan in previous
years but not covered by Awards granted under the Plan in
such years. Further, if any Shares covered by an Award
granted under the Plan are forfeited, or if an Award
denominated in Shares terminates without the delivery of
Shares, then the Shares covered by such Award shall again
be available for granting Awards under the Plan.
Notwithstanding the foregoing, but subject to adjustment
as hereinafter provided in Section 4(b), no more than
1,000,000 Shares shall be cumulatively available for
delivery pursuant to the exercise of Incentive Stock
Options and no more than one-third of the Shares available
for Awards in any calendar year shall be available for
grants of Restricted Stock or Restricted Stock Units.
ii) Accounting for Awards. For purposes of this Section 4:
A) if an Award is denominated in Shares, the number of
Shares covered by such Award shall be counted on the
date of grant of such Award against the aggregate
number of Shares available for granting Awards under
the Plan; provided, however, that an Award denominated
in Shares that operates in tandem with (whether
granted simultaneously with or at a different time
from) another Award denominated in Shares shall be
deemed a single Award with respect to the number of
Shares that are common to the respective Awards.
B) Shares issuable pursuant to Awards that are not
denominated in Shares shall be counted against and
restored to the aggregate number of Shares available
for granting Awards under the Plan in such amount and
at such time as the Committee shall determine under
procedures adopted by the Committee consistent with
the purposes of the Plan.
iii) Sources of Shares Deliverable Under Awards. Any Shares
delivered pursuant to an Award may consist, in whole or
in part, of authorized and unissued Shares or of
treasury Shares.
(b) Adjustments. In the event that the Committee shall determine
that any dividend or other distribution (whether in the form of
cash, Shares, other securities, or other property),
recapitalization, stock split, reverse stock split,
reorganization, merger, consolidation, split-up, spin-off,
combination, repurchase, or exchange of Shares or other
securities of the Company, issuance of warrants or other rights
to purchase Shares or other securities of the Company, or other
similar corporate transaction or event affects the Shares such
that an adjustment is determined by the Committee to be
appropriate in order to prevent dilution or enlargement of the
benefits intended to be made available under the Plan, the
Committee may, in such manner as it shall deem equitable, adjust
any or all of (i) the number and type of Shares (or other
securities or property) which thereafter may be made the subject
of Awards under the Plan, (ii) the number and type of Shares (or
other securities or property) subject to outstanding Awards, and
(iii) the grant, purchase, or exercise price with respect to any
Award, or, if the Committee deems appropriate, make provision
for a cash payment to the holder of an outstanding Award.
Section 5. ELIGIBILITY.
Any key salaried employee of the Company or an Affiliate, including a
director of the Company or an Affiliate who is an employee, shall be eligible
to receive Awards under the Plan.
Section 6. AWARDS.
(a) Options. The Committee is hereby authorized to grant Incentive
Stock Options and Non-Qualified Stock Options to Eligible
Employees with the following terms and conditions and with
such additional terms and conditions, in either case not
inconsistent with the provisions of the Plan, as the Committee
shall determine:
i) Exercise Price. The exercise price per Share shall be
determined by the Committee; provided, however, that such
exercise price per Share shall not be less than the Fair
Market Value of a Share on the date of grant of such
Option.
ii) Option Term. The term of each Option shall be fixed by
the Committee, provided that in no event shall the term
of an Incentive Stock Option exceed a period of ten
(10) years.
iii) Time and Method of Exercise. The Committee shall
determine the time or times at which an Option may be
exercised in whole or in part, and the method or methods
by which, and the form or forms (including, without
limitation, cash, Shares, other Awards, or other property,
or any combination thereof) in which payment of the
exercise price may be made.
iv) Incentive Stock Options. The terms of any Incentive Stock
Option granted under the Plan shall comply in all respects
with the provisions of Section 422 of the Code (or any
successor provision thereto).
(b) Stock Appreciation Rights. The Committee is hereby authorized
to grant Stock Appreciation Rights to Eligible Employees.
Subject to the terms of the Plan and any applicable Award
Agreement, one Stock Appreciation Right granted under the Plan
shall confer on the holder thereof a right to receive, upon
exercise thereof, the excess of (i) the Fair Market Value of one
Share on the date of exercise or, if the Committee shall so
determine in the case of any such Stock Appreciation Right other
than one related to any Incentive Stock Option, at any time
during a specified period before or after the date of exercise,
over (ii) the grant price of the right as specified by the
Committee, which shall not be less than the Fair Market Value of
one Share on the date of grant of the Stock Appreciation Right.
Subject to the terms of the Plan and any applicable Award
Agreement, the grant price, term, methods of exercise, methods
of settlement, and any other terms and conditions of any Stock
Appreciation Right shall be as determined by the Committee.
The Committee may impose such conditions or restrictions on
the exercise of any Stock Appreciation Right as it may deem
appropriate.
(c) Restricted Stock and Restricted Stock Units.
i) Issuance. The Committee is hereby authorized to grant
Awards of Restricted Stock and Restricted Stock Units to
Eligible Employees.
ii) Restrictions. Restricted Stock and Restricted Stock Units
shall be subject to such restrictions as the Committee may
impose (including, without limitation, any limitation on
the right to vote the Restricted Stock or on the right to
receive any dividend or other right or property), which
restrictions may lapse at such time or times, in such
installments or otherwise, as the Committee may deem
appropriate; provided, however, that all Restricted Stock
and Restricted Stock Units granted pursuant to the Plan
shall be subject to at least a three-year vesting period.
iii) Evidence of Award. Any Restricted Stock granted under the
Plan may be evidenced in such manner as the Committee may
deem appropriate, including, without limitation,
book-entry registration or issuance of a stock certificate
or certificates. In the event any stock certificate is
issued in respect of Restricted Stock, such certificate
shall be registered in the name of the Participant and
shall bear an appropriate legend referring to the terms,
conditions, and restrictions applicable to such Restricted
Stock. Certificates for shares of Restricted Stock may be
delivered to the Participant or held by the Company.
(d) Performance Share Awards. The Committee is hereby authorized to
grant Performance Share Awards to Participants. Subject to the
terms of the Plan and any applicable Award Agreement, a
Performance Share Award granted under the Plan (i) may be
denominated or payable in cash, Shares (including, without
limitation, Restricted Stock), other securities, other Awards,
or other property, and (ii) shall confer on the holder thereof
rights payable to, or exercisable by, the holder of the
Performance Share Award, upon the achievement of such
performance goals during such performance periods as the
Committee shall establish based on earnings as reported or after
deducting a charge reflecting the cost of capital, return on
investment or total shareholder return of the Company or an
Affiliate, or any division or operating unit thereof, as
measured on an absolute basis, as compared to another
performance period, or as compared to a group of comparison
companies. Subject to the terms of the Plan and any applicable
Award Agreement, the performance goals to be achieved during any
performance period, the length of any performance period and the
amount of any Performance Share Award granted shall be
determined by the Committee. The equivalent Share value (if the
performance goals are fully achieved) of each Performance Share
Award granted shall be counted against the limitation set forth
in Section 6(g)(v).
(e) Dividend Equivalents. The Committee is hereby authorized to
grant to holders of Awards the right to receive payments
equivalent to dividends with respect to a number of Shares
comprising such Award as determined by the Committee, and the
Committee may provide that such amounts (if any) shall be deemed
reinvested in additional Shares or otherwise reinvested.
Subject to the terms of the Plan and any applicable Award
Agreement, such Awards may have such terms and conditions as
the Committee shall determine.
(f) Other Stock-Based Awards. The Committee is hereby authorized to
grant to Participants such other Awards that are denominated or
payable in, valued in whole or in part by reference to, or
otherwise based on or related to, Shares (including, without
limitation, securities convertible into Shares), as are deemed
by the Committee to be consistent with the purposes of the Plan.
Subject to the terms of the Plan and any applicable Award
Agreement, the Committee shall determine the terms and
conditions of such Awards. Shares or other securities delivered
pursuant to a purchase right granted under this Section 6(f)
shall be purchased for such consideration, which may be paid by
such method or methods and in such form or forms, including,
without limitation, cash, Shares, other securities, other
Awards, or other property, or any combination thereof, as the
Committee shall determine.
(g) General.
i) Awards May Be Granted Separately or Together. Awards may,
in the discretion of the Committee, be granted alone, in
addition to or in tandem with any other Award or any award
granted under any other plan of the Company or any
Affiliate. Awards granted in addition to or in tandem
with other Awards, or in addition to or in tandem with
awards granted under any other plan of the Company or any
Affiliate, may be granted either at the same time as or
at a different time from the grant of such other Awards
or awards.
ii) Forms of Payment Under Awards. Subject to the terms of
the Plan and of any applicable Award Agreement, payments
or transfers to be made by the Company or an Affiliate
upon the grant, exercise, or payment of an Award may be
made in such form or forms as the Committee shall
determine, including, without limitation, cash, Shares,
other securities, other Awards, or other property, or any
combination thereof, and may be made in a single payment
or transfer, in installments, or on a deferred basis, in
each case in accordance with rules and procedures
established by the Committee. Such rules and procedures
may include, without limitation, provisions for the
payment or crediting of reasonable interest on installment
or deferred payments or the grant or crediting of Dividend
Equivalents in respect of installment or deferred
payments.
iii) Limits on Transfer of Awards. No Award, and no right
under any such Award, shall be assignable, alienable,
saleable, or transferable by a Participant other than by
will or by the laws of descent and distribution, except as
otherwise permitted by the Committee consistent with Rule
16b-3 and provided for in the governing Award Agreement.
If so determined by the Committee, a Participant may, in
the manner established by the Committee, designate a
beneficiary or beneficiaries to exercise the rights of
the Participant, and to receive any property
distributable, with respect to any Award upon the death
of the Participant. Each Award, and each right under any
Award, shall be exercisable, during the Participant's
lifetime, only by the Participant or, if permissible
under applicable law, by the Participant's guardian or
legal representative, except that any transferable Award
may be exercised by a permitted transferee. No Award and
no right under any such Award, may be pledged, alienated,
attached, or otherwise encumbered, and any purported
pledge, alienation, attachment, or encumbrance thereof
shall be void and unenforceable against the Company or
any Affiliate.
iv) Term of Awards. Subject to the terms of the Plan, the
term of each Award shall be for such period as may be
determined by the Committee.
v) Limitation on Awards. The maximum number of Shares with
respect to which Awards may be granted to any Participant
in any year may not exceed 100,000 Shares.
vi) Share Certificates. All certificates for Shares or other
securities delivered under the Plan pursuant to any Award
or the exercise thereof shall be subject to such stop
transfer orders and other restrictions as the Committee
may deem advisable under the Plan or the rules,
regulations, and other requirements of the Securities
and Exchange Commission, any stock exchange upon which
such Shares or other securities are then listed, and
any applicable federal or state securities laws, and the
Committee may cause a legend or legends to be put on any
such certificates to make appropriate reference to
such restrictions.
Section 7. AMENDMENT AND TERMINATION.
Except to the extent prohibited by applicable law:
(a) Amendments to the Plan. The Board of Directors of the Company
may amend, alter, suspend, discontinue, or terminate the Plan,
including, without limitation, any amendment, alteration,
suspension, discontinuation, or termination that would impair
the rights of any Participant, or any other holder or
beneficiary of any Award theretofore granted, without the
consent of any shareholder of the Company, Participant, other
holder or beneficiary of an Award, or other Person; provided,
however, that, notwithstanding any other provision of the Plan
or any Award Agreement, without the approval of the shareholders
of the Company, no such amendment, alteration, suspension,
discontinuation, or termination shall be made that would:
i) increase the total number of Shares available for Awards
under the Plan or increase the limitation on Awards set
forth in Section 6(g)(v), except as provided in
Section 4(b) hereof; or
ii) modify the eligibility criteria set forth in Section 5;
or
iii) permit Options or Stock Appreciation Rights to be granted
with per Share grant, purchase or exercise prices of less
than the fair market value of a Share on the date of grant
thereof.
(b) Adjustments of Awards Upon the Occurrence of Certain Unusual or
Nonrecurring Events. The Committee shall be authorized to make
adjustments in the terms and conditions of, and the criteria
included in, Awards in recognition of unusual or nonrecurring
events (including, without limitation, the events described in
Section 4(b) hereof) affecting the Company, any Affiliate, or
the financial statements of the Company or any Affiliate, or
of changes in applicable laws, regulations, or accounting
principles, whenever the Committee determines that such
adjustments are appropriate in order to prevent dilution or
enlargement of the benefits or potential benefits to be made
available under the Plan. Notwithstanding any other provision
of this Plan to the contrary, the Committee shall not have the
discretion to make any modifications to outstanding Awards which
are intended to satisfy the "performance-based" exception under
Code Section 162(m) if such modifications would result in the
loss of the ability to comply with such "performance-based"
exception (e.g., with respect to such Awards, the Committee
shall not be authorized to exercise discretion to increase
awards).
(c) Correction of Defects, Omissions, and Inconsistencies. The
Committee may correct any defect, supply any omission, or
reconcile any inconsistency in the Plan or any Award in the
manner and to the extent it shall deem desirable to carry the
Plan into effect.
Section 8. GENERAL PROVISIONS.
(a) No Rights to Awards. No Participant or other Person shall have
any claim to be granted any Award under the Plan, and there is
no obligation for uniformity of treatment of Participants, or
holders or beneficiaries of Awards under the Plan. The terms
and conditions of Awards need not be the same with respect to
each recipient.
(b) Delegation. The Committee may delegate to one or more officers
or managers of the Company or of any Affiliate, or a committee
of such officers or managers, the authority, subject to the
terms and limitations as the Committee shall determine, to grant
Awards to, or to cancel, modify, waive rights with respect to,
and to alter, discontinue, suspend, or terminate Awards held by
Participants who are not subject to Section 16 of the Exchange
Act or covered by Section 162(m) of the Code.
(c) Withholding. The Company or any Affiliate shall be authorized
to withhold from any Award granted or any payment due or
transfer made under any Award or under the Plan the amount (in
cash, Shares, other securities, other Awards, or other property)
of withholding taxes due in respect of an Award, its exercise,
or any payment or transfer under such Award or under the Plan
and to take such other action as may be necessary or advisable
to satisfy all obligations for the payment of such taxes.
(d) No Limit on Other Compensation Arrangements. Nothing contained
in the Plan shall prevent the Company or any Affiliate from
adopting or continuing in effect other or additional
compensation arrangements.
(e) No Right to Employment. The grant of an Award shall not be
construed as giving a Participant the right to be retained in
the employ of the Company or any Affiliate. The Company or an
Affiliate may at any time dismiss a Participant from employment,
free from any liability, or any claim under the Plan, unless
otherwise expressly provided in the Plan or in any Award
Agreement.
(f) Severability. If any provision of the Plan or any Award
Agreement is, or becomes or is deemed to be invalid, illegal, or
unenforceable in any jurisdiction, or as to any Person or Award,
or would disqualify the Plan or any Award under any law deemed
applicable by the Committee, such provision shall be construed
or deemed amended to conform to applicable laws, or if it cannot
be so construed or deemed amended without, in the determination
of the Committee, materially altering the intent of the Plan or
the Award, such provision shall be stricken as to such
jurisdiction, Person, or Award, and the remainder of the Plan
and any such Award shall remain in full force and effect.
(g) No Trust or Fund Created. Neither the Plan nor any Award shall
create or be construed to create a trust or separate fund of any
kind or a fiduciary relationship between the Company or any
Affiliate and a Participant or any other Person. To the extent
that any Person acquires a right to receive payments from the
Company or any Affiliate pursuant to an Award, such right shall
be no greater than the right of any unsecured general creditor
of the Company or any Affiliate.
(h) No Fractional Shares. No fractional Shares shall be issued or
delivered pursuant to the Plan or any Award, and the Committee
shall determine whether cash, other securities, or other
property shall be paid or transferred in lieu of any fractional
Shares, or whether such fractional Shares or any rights thereto
shall be canceled, terminated, or otherwise eliminated.
(i) Headings. Headings are given to the Sections and subsections of
the Plan solely as a convenience to facilitate reference. Such
headings shall not be deemed in any way material or relevant to
the construction or interpretation of the Plan or any provision
thereof.
Section 9. EFFECTIVE DATE OF THE PLAN.
The Plan shall be effective as of the date of its approval by the
shareholders of the Company.
Section 10. TERM OF THE PLAN.
No Award shall be granted under the Plan after May 1, 2006. However,
unless otherwise expressly provided in the Plan or in an applicable Award
Agreement, any Award theretofore granted may extend beyond such date, and the
authority of the Committee to amend, alter, adjust, suspend, discontinue, or
terminate any such Award, or to waive any conditions or rights under any such
Award, and the authority of the Board of Directors of the Company to amend the
Plan, shall extend beyond such date.
EXHIBIT B
VULCAN MATERIALS COMPANY
DEFERRED STOCK PLAN FOR
NONEMPLOYEE DIRECTORS
1. Definitions.
As used herein, the following terms shall have the meanings
hereinafter set forth:
(a) "Annual Meeting" means the Annual Meeting of the
shareholders of the Company.
(b) "Board" shall mean the Board of Directors of the Company.
(c) "Company" shall mean Vulcan Materials Company, a New Jersey
corporation.
(d) "Deferred Stock Unit" means the equivalent of one Share, as
established pursuant to this Plan.
(e) "Directors Emeriti Plan" means the Vulcan Materials Company Plan
for Directors Emeriti and Other Eligible Directors, as amended
or restated from time to time.
(f) "Exchange Act" means the Securities Exchange Act of 1934, as
amended.
(g) "Fair Market Value Per Share" means the average of the daily
closing prices of a Share as reported on the New York Stock
Exchange for the twenty (20) trading days prior to the date of
determination, or if the Shares are not listed on such exchange,
on the principal United States securities exchange registered
under the Exchange Act on which the Shares are listed.
(h) "Nonemployee Director" means any person who is a member of the
Board and who is not, as of the date of an award under this
Plan, an employee of the Company or any of its subsidiaries.
(i) "Plan" means this Vulcan Materials Company Deferred Stock Plan
for Nonemployee Directors, as it may be amended from time
to time.
(j) "Share" means a share of the Company's Common Stock, $1.00
par value.
(k) "Stock Plan" means the Vulcan Materials Company Stock Plan for
Nonemployee Directors.
2. PURPOSE AND EFFECTIVE DATE.
The primary purpose of the Plan is to advance the interests of the
Company and its shareholders by providing for the payment of a greater portion
of the compensation of Nonemployee Directors in the form of equity by the
grant to such directors of Deferred Stock Units under the terms set forth
herein. By thus compensating Nonemployee Directors and increasing Nonemployee
Directors' equity position in the Company, the Company seeks to attract,
retain, compensate, and motivate those highly competent individuals upon whose
judgment, initiative, leadership, and continued efforts the success of the
Company in large measure depends and to align more closely the interests of
the Nonemployee Directors with those of the shareholders of the Company.
This Plan is designed to replace the Stock Plan and the Directors
Emeriti Plan. The Stock Plan shall be terminated upon the Effective Date of
this Plan. The Directors Emeriti Plan shall be phased out after adoption of
this Plan as set forth below. New Nonemployee Directors shall not be
permitted to participate in the Directors Emeriti Plan, and shall instead be
permitted to participate in this Plan. Furthermore, current Nonemployee
Directors who elect to terminate participation in the Directors Emeriti Plan
after the adoption of this Plan shall be entitled to a larger annual grant
pursuant to paragraph 6 below.
The Plan shall be deemed adopted and shall become effective as of the
date of its approval by the affirmative vote of the holders of a majority of
the Shares of the Company voted in person or by proxy at the next Annual
Meeting (the "Effective Date"). No grants of Deferred Stock Units shall be
made unless and until such shareholder approval is obtained.
3. ELIGIBILITY.
Each director who as of the date of any award made pursuant to the
Plan is not an employee of the Company or any of its subsidiaries shall be
eligible to participate in the Plan.
4. SHARES OF COMMON STOCK AVAILABLE.
The number of Shares that may be issued pursuant to the Plan shall not
exceed 100,000, subject to proportionate adjustment in the event of any stock
split, reverse stock split, reorganization or recapitalization.
5. DEFERRED STOCK ACCOUNT.
The Company shall establish a deferred stock account (an "Account")
for each Nonemployee Director participating in the Plan. On each Award Date
(as defined below) and on each Dividend Date (as defined below), as the case
may be, the Company shall credit the Account with the number of Deferred Stock
Units determined in accordance with paragraph 6 below. Distributions from a
Nonemployee Director's Account shall be made in Shares upon the retirement of
a Nonemployee Director, unless the distributions are accelerated in accordance
with paragraphs 8 or 9 below. The value of the Deferred Stock Units is
dependent upon the fair market value of the Shares on the date the Shares are
distributed to the Nonemployee Director, and is therefore subject to market
fluctuations in value until such distribution.
6. ANNUAL AWARDS.
(a) On or prior to the Effective Date of the Plan, each Nonemployee
Director shall make an irrevocable election to continue or
discontinue participation in the Company's Directors Emeriti
Plan. On the date that is six (6) months after the Effective
Date and on June 1 of each year thereafter (an "Award Date"),
the Company shall credit to the Account of (i) each Nonemployee
Director who on or prior to the Effective Date has made an
irrevocable election not to continue to participate in the
Director's Emeriti Plan and (ii) each person who becomes a
Nonemployee Director after the Effective Date, the number of
Deferred Stock Units calculated by dividing an amount equal to
forty percent (40%) of the annual retainer payable to
Nonemployee Directors then in effect by the Fair Market Value
Per Share as of the applicable Award Date. The Account of each
Nonemployee Director who does not irrevocably elect on or prior
to the Effective Date to discontinue his or her participation in
the Directors Emeriti Plan shall be credited on each Award Date
with the number of Deferred Stock Units calculated by dividing
an amount equal to fifteen percent (15%) of the annual retainer
payable to Nonemployee Directors then in effect by the Fair
Market Value Per Share as of the applicable Award Date.
(b) At any time a balance is maintained in a Nonemployee Director's
Account, there shall be credited to the Account of such
Nonemployee Director additional Deferred Stock Units on each
regular cash dividend payment date (a "Dividend Date"). The
number of such additional Deferred Stock Units shall be
determined by (i) multiplying the total number of Deferred Stock
Units (including fractional Deferred Stock Units) credited to
the Account immediately prior to the Dividend Date by the amount
of the dividend and (ii) dividing the product by the Fair Market
Value Per Share as of the day preceding the Dividend Date.
(c) In the event of any change in the outstanding Shares upon which
the stock equivalency hereunder is based, by reason of a merger,
consolidation, reorganization, recapitalization, stock dividend,
stock split, combination or exchange of shares, or any other
change in corporate structure or in the event of any dividend
that is paid in Shares or other property, the number of Deferred
Stock Units credited to the Account shall be adjusted in such a
manner as a majority of the Board shall determine to be fair
under the circumstances; provided, however, that if a Change in
Control shall have occurred, then such determination shall be
made by a majority of the Continuing Directors. In the case of
dividends payable in property, the amount paid shall be based on
the fair market value of the property at the time of
distribution of the dividend, as determined by a majority of the
Board, or, in the event of a Change in Control, by a majority of
the Continuing Directors.
7. DISTRIBUTION.
(a) Except as otherwise provided herein, the balance of each
Nonemployee Director's Account shall be paid to the Nonemployee
Director, in a lump sum or in installments, as determined by the
Nonemployee Director in accordance with paragraph 7(f) below,
commencing at the beginning of the first quarter after the first
Annual Meeting following the date that such director reaches the
mandatory retirement age then in effect.
(b) In the event of the death of the Nonemployee Director prior to
such director's retirement or prior to the distribution of the
entire balance in such director's Account, the entire balance in
the Account as of the date of the Nonemployee Director's death
shall be paid in Shares in a lump sum or in installments, as
determined by the Nonemployee Director in accordance with
paragraph 7(f) below, to the surviving beneficiary or
beneficiaries as the Nonemployee Director may have designated
by notice in writing to the Company or by will, or, if no
beneficiaries are so designated, the legal representative of
such director's estate.
(c) If a Nonemployee Director shall become totally and permanently
disabled, as determined by a majority of the Board, while he or
she is a director of the Company, the entire balance in the
Account as of the date of such total and permanent disability
shall be paid to such Nonemployee Director, or his or her
personal representative, in a lump sum or in installments, as
determined by the Nonemployee Director in accordance with
paragraph 7(f) below, within one hundred twenty (120) days of
the date of such total and permanent disability.
(d) If a Nonemployee Director ceases to be a director of the Company
for any reason other than due to death or total and permanent
disability, including, without limitation, the failure of such
person to be re-elected as a director of the Company by the
shareholders of the Company, the balance of such director's
Account as of the date such person ceases to be a director of
the Company shall be paid in a lump sum or in installments, as
determined by the Nonemployee Director in accordance with
paragraph 7(f) below, to such director within one hundred twenty
(120) days of the date such person ceases to be a director of
the Company.
(e) All distributions of Deferred Stock Units made pursuant to this
Plan shall be in Shares in an amount equal to the number of
Deferred Stock Units held in the Account and to be distributed.
On the date of any such distribution, the Company shall cause to
be issued and delivered to such Nonemployee Director a stock
certificate evidencing the Shares registered in the name of such
Nonemployee Director, or such other person as the Nonemployee
Director may designate.
(f) All distributions of Shares in accordance with this paragraph 7
shall be made, at such director's election, either in a lump sum
or in monthly, quarterly, semiannual or annual installments,
provided, however, that such director shall have delivered to
the Secretary of the Company a form specifying the director's
election at least six (6) months prior to the date payments are
to commence. In the event that such director fails to make a
timely election, the distribution of Shares shall be made in a
lump sum. Deferred Stock Units representing fractional Shares
shall be paid in cash.
(g) The provisions of this Plan shall apply to and be binding upon
the beneficiaries, distributees, and personal representatives,
and any other successors in interest of the Nonemployee
Director.
(h) The Company shall deduct from all distributions hereunder any
taxes required to be withheld by the federal, state or local
law.
8. ACCELERATION OF DISTRIBUTION.
(a) "Change in Control" means:
i) The acquisition by any person, entity or "group," within
the meaning of Section 13(d)(3) or 14(d)(2) of the
Exchange Act (excluding any employee benefit plan of the
Company or any of its subsidiaries which acquires
beneficial ownership of voting securities of the Company),
of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of 25% or more of
either the then outstanding Shares or the combined voting
power of the Company's then outstanding voting securities,
in one transaction or a series of transactions; provided,
however, that, if prior to such an acquisition, a majority
of the Continuing Directors determines that such
acquisition shall not, for purposes of the Plan, be deemed
a Change in Control, such acquisition shall not constitute
a Change in Control hereunder;
ii) Individuals who, as of the date of a Change in Control,
constitute the Board (the "Continuing Directors") cease
for any reason to constitute at least a majority of the
Board, provided that any person becoming a director of the
Company subsequent to the Change in Control Date whose
election, or nomination for election by the Company's
shareholders, was approved by a vote of at least a
majority of the Continuing Directors (other than an
election or nomination of an individual whose initial
assumption of office is in connection with an actual or
threatened solicitation with respect to the election or
removal of directors of the Company, as such terms are
used in Rule 14a-11 promulgated under the Exchange Act)
shall be, for purposes of the Plan, considered as though
such person were a Continuing Director; or
iii) Approval by the Board of (i) a merger, consolidation or
reorganization of the Company in which, as a consequence
of the transaction, either the Continuing Directors do not
constitute a majority of the directors of the continuing
or surviving corporation or any person, entity or "group,"
within the meaning of Section 13(d)(3) or 14(d)(2) of the
Exchange Act, controls 25% or more of the combined voting
power of the continuing or surviving corporation; (ii) any
sale, lease or other transfer, in one transaction, or a
series of related transactions, of all or substantially
all of the assets of the Company; or (iii) any plan or
proposal for the liquidation or dissolution of the
Company; provided, however, that, if at the time of such
approval, a majority of the Continuing Directors
determines that such merger, consolidation,
reorganization, sale, lease, other transfer, liquidation
or dissolution shall not, for purposes of the Plan, be
deemed a Change in Control, such transaction shall not
constitute a Change in Control hereunder, and, provided
further, that, if a majority of the Continuing Directors
so determines, a Change in Control shall not be deemed to
occur until the consummation of any such transaction.
(b) Notwithstanding any other provision of the Plan, if a Change in
Control occurs and at any time after the occurrence of such
Change in Control either of the following events occurs:
i) the Nonemployee Director ceases for any reason to be a
director of the Company; or
ii) the Plan is terminated;
then the entire balance of the Account shall be payable in a
lump sum to the director in Shares. Such payment shall be made by the Company
as promptly as practicable, but not more than thirty (30) days following the
date on which the right to such payment arose.
(c) The Company shall promptly reimburse the director for all legal
fees and expenses reasonably incurred in successfully seeking to
obtain or enforce any right or benefit provided under this
paragraph 8.
(d) This paragraph 8 may not be amended or modified after the
occurrence of a Change in Control.
9. NONTRANSFERABILITY OF DEFERRED STOCK UNITS.
No Deferred Stock Units shall be transferred by a Nonemployee Director
other than by will or the laws of descent and distribution, or, to the extent
permitted by Rule 16b-3 under the Exchange Act, pursuant to a qualified
domestic relations order as defined by the Internal Revenue Code of 1986, as
amended (the "Code").
10. AMENDMENT AND TERMINATION.
Unless approved by the shareholders of the Company, no amendment of
the Plan shall be effective which would (i) materially increase the maximum
number of Shares that may be issued under the Plan, (ii) materially increase
the benefits accruing to participants under the Plan, or (iii) materially
modify the requirements as to eligibility for participation in the Plan. No
amendment to the Plan shall materially and adversely affect any right of any
Nonemployee Director with respect to any Deferred Stock Units theretofore
credited without such Nonemployee Director's written consent.
11. TERM.
The Plan shall continue in effect without limit unless and until the
Board otherwise determines.
12. COMPLIANCE WITH SEC REGULATIONS.
It is the Company's intent that the Plan comply with the provisions
of Section 16 of the Exchange Act and the rules promulgated thereunder.
To the extent that any provision of the Plan is later found not to be in
compliance with Section 16 or such rules, such provision shall be deemed to
be null and void.
13. MISCELLANEOUS.
(a) Neither the Plan nor any action taken hereunder shall be
construed as giving any Nonemployee Director any right to
continue to serve as a director of the Company or otherwise
to be retained in the service of the Company.
(b) No Shares shall be issued hereunder unless and until counsel
for the Company shall be satisfied such issuance will be in
compliance with applicable federal, state and other securities
laws and regulations.
(c) The expenses of the Plan shall be borne by the Company.
(d) Neither the Nonemployee Director nor any other person shall have
any interest in any fund or in any specific asset of the Company
by reason of amounts credited to the Account of such director,
nor the right to exercise any of the rights or privileges of a
shareholder with respect to any Deferred Stock Unit credited to
such Account, nor the right to receive any distribution under
the Plan except as expressly provided herein. Distributions
hereunder shall be made from the general funds of the Company,
and the rights of the director shall be those of an unsecured
general creditor of the Company.
(e) The Plan, the grant of Deferred Stock Units thereunder, and the
obligation of the Company to deliver Shares, shall be subject to
all applicable federal and state laws, rules and regulations and
to such approvals by any governmental or regulatory agency or
national securities exchange as may be required. The Company
shall not be required to issue or deliver any certificates for
Shares prior to the completion of any registration or
qualification of such Shares under any federal or state law or
any ruling or regulation of any governmental body or national
securities exchange which the Company shall, in its sole
discretion, determine to be necessary or advisable.
(f) This Plan shall be interpreted by and all questions arising in
connection therewith shall be determined by a majority of the
Board, whose interpretation or determination, when made in good
faith, shall be conclusive and binding, except in the event of
a Change in Control, in which case such interpretation and
determination shall be made by a majority of the Continuing
Directors.
Notice of
Annual Meeting
and
Proxy Statement
Annual Meeting of
Shareholders
May 17, 1996
Vulcan Materials Company
PROXY
VULCAN MATERIALS COMPANY
ANNUAL MEETING OF SHAREHOLDERS MAY 17, 1996
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF VULCAN MATERIALS COMPANY
The undersigned hereby appoints LIVIO D. DeSIMONE, HERBERT A. SKLENAR and
ORIN R. SMITH, and each of them, with full power of substitution, proxies
to vote all shares of stock that the undersigned could vote if present at
the 1996 Annual Meeting of Shareholders to be held May 17, 1996, and at
any adjournment or adjournments thereof, on all matters coming before
said meeting as set forth on the opposite side of this card.
Election of Directors
Nominees for Election as Directors: Livio D. DeSimone, Donald M. James,
Richard H. Leet and Ann D. McLaughlin.
You are encouraged to specify your choices by marking the
appropriate boxes (SEE REVERSE SIDE), but you NEED NOT MARK SEE REVERSE
any boxes if you wish to VOTE IN ACCORDANCE with the Board SIDE
of Directors' recommendations. Please mark, sign, date, and
return this Proxy promptly using the enclosed envelope.
Detach Here
Above is your Proxy Card
Please mark your
X votes as in this
example.
This Proxy when properly executed will be voted in the manner directed herein.
If no direction is given, this Proxy will be voted FOR all of the Board of
Directors' nominees and FOR proposals 2, 3 and 4.
The Board of Directors recommends a vote FOR its nominees
and FOR proposals 2, 3 and 4.
FOR WITHHELD
1. Election of
Directors.
(See reverse)
For, except vote withheld from the
following nominee(s) (if any):
FOR AGAINST ABSTAIN
2. Proposal to approve
the 1996 Long-Term
Incentive Plan.
3. Proposal to Approve the
Deferred Stock Plan for
Nonemployee Directors.
3. Ratification of Deloitte &
Touche LLP as independent
auditors for the year 1996.
Please sign name(s) exactly as printed hereon. If
shares are held jointly, each shareholder must sign.
If signing as an attorney, administrator, executor,
guardian, or trustee, please give full title as such.
Signature
Date
Signature
Date
Detach Here
TO VULCAN MATERIALS COMPANY SHAREHOLDERS:
Attached above is your 1996 Vulcan Materials Company proxy card. Please read
both sides of the card and mark, SIGN, and date it. Then detach and return it
promptly, using the enclosed envelope. We urge you to vote your shares.
You are invited to attend the 1996 Annual Meeting of Shareholders on Friday,
May 17, 1996, at 10:00 a.m. at the AmSouth Sonat Tower, 1900 5th Avenue North,
Birmingham, Alabama 35203.
Thank you in advance for voting on these important issues.
Wiliam F. Denson, III
Secretary
DON'T FORGET TO SIGN AND DATE THIS PROXY.
VULCAN MATERIALS COMPANY
NOTICE TO THRIFT PLAN PARTICIPANTS
OF MATTERS TO BE ACTED UPON AT
THE ANNUAL MEETING OF SHAREHOLDERS
VOTING INSTRUCTION INFORMATION
As a participant in the Company's Thrift Plan for Salaried Employees
(the "Thrift Plan"), you have the right to direct the Trustee under the Thrift
Plan as to how certain shares of the Company's Common Stock represented by
moneys standing to your credit under the Thrift Plan as of February 29, 1996,
should be voted at the Annual Meeting of Shareholders. The number of such
shares is shown on the enclosed voting instruction card.
The Annual Meeting will be held at the AmSouth Sonat Tower,
1900 5th Avenue North, Birmingham, Alabama, on Friday, May 17, 1996,
at 10:00 a.m., Central Daylight Time, for the following purposes:
(1) To elect three directors to serve for a term of three years
until the Annual Meeting of the Shareholders in 1999 and one
director to serve a term of one year until the Annual Meeting
of the Shareholders in 1997 and until their successors are duly
elected and qualified.
(2) To approve and ratify the Vulcan Materials Company 1996
Long-Term Incentive Plan.
(3) To approve and ratify the Vulcan Materials Company Deferred
Stock Plan for Nonemployee Directors.
(4) To ratify the appointment of Deloitte & Touche LLP as
independent auditors for 1996.
(5) To transact such other business as may properly come before the
Annual Meeting.
The Thrift Plan Administrative Committee hopes that every participant
will take this opportunity to participate in the affairs of the Company by
completing, signing and returning the enclosed instruction card, in the
envelope provided, to The Northern Trust Company, the Trustee under the Thrift
Plan. The directions of any participant will be kept in complete confidence
by the Trustee. Common Stock of the Company with respect to which directions
are not received by the Trustee prior to the Annual Meeting shall be voted by
the Trustee in the same proportion as the shares for which instructions are
received.
Information of interest to participants in connection with the Annual
Meeting is set forth in the enclosed Proxy Statement, which is being
distributed to all shareholders of record.
The Annual Report of your Company for 1995 also is enclosed.
ON BEHALF OF THE THRIFT PLAN
ADMINISTRATIVE COMMITTEE,
J. WAYNE HOUSTON, CHAIRMAN
April 8, 1996
VULCAN MATERIALS COMPANY THRIFT PLAN FOR SALARIED EMPLOYEES
VOTING INSTRUCTIONS TO THE TRUSTEE
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY
The undersigned Thrift Plan participant hereby directs The Northern Trust
Company of Chicago, Illinois, Trustee under the Vulcan Materials Company
Thrift Plan for Salaried Employees, to vote, in person or by proxy, the shares
of stock represented by moneys standing to the credit of the undersigned as of
February 29, 1996, and representing his/her own savings and Company
contributions, upon all matters at the Company's Annual Meeting of
Shareholders to be held on May 17, 1996, and at any adjournment or
adjournments thereof, and without limiting the general direction hereby given,
the Trustee is directed to vote with respect to the following matters
described in the Voting Instruction Information and Proxy Statement:
(1) ELECTION OF DIRECTORS
Nominees: Livio D. DeSimone, Donald M. James, Richard H. Leet
and Ann D. McLaughlin.
VOTE FOR all nominees listed above, except vote withheld from
the following nominee(s) (if any):
VOTE WITHHELD from all nominees.
(Continued, and to be signed on the reverse side)
(CONTINUED FROM OTHER SIDE)
(2) To vote FOR AGAINST ABSTAIN Approval of the Vulcan Materials
Company 1996 Long-Term Incentive Plan.
(3) To vote FOR AGAINST ABSTAIN Approval of the Vulcan Materials
Company Deferred Stock Plan for Nonemployee Directors.
(4) To vote FOR AGAINST ABSTAIN Ratification of the appointment of
Deloitte & Touche LLP as independent auditors for the year 1996.
(5) To vote, in their discretion, upon such other matters as may properly
come before the meeting.
IF NO INDICATION IS MADE WITH RESPECT TO THE FOREGOING MATTERS, THE SHARES TO
WHICH THIS VOTING INSTRUCTION CARD RELATES WILL BE VOTED BY THE TRUSTEE IN THE
SAME PROPORTION AS THE SHARES FOR WHICH INSTRUCTIONS ARE RECEIVED.
Number of shares participant
is entitled to instruct.
Dated , 1996
(Signature)
Signature must agree with the same as shown immediately to the left.
VULCAN MATERIALS COMPANY
NOTICE TO CONSTRUCTION MATERIALS DIVISIONS
SAVINGS PLAN PARTICIPANTS
OF MATTERS TO BE ACTED UPON AT
THE ANNUAL MEETING OF SHAREHOLDERS
VOTING INSTRUCTION INFORMATION
As a participant in the Company's Construction Materials Divisions
Hourly Employees Savings Plan (the "Savings Plan"), you have the right to
direct the Trustee under the Savings Plan as to how certain shares of the
Company's Common Stock represented by moneys standing to your credit under the
Savings Plan as of February 29, 1996, should be voted at the Annual Meeting of
Shareholders. The number of such shares is shown on the enclosed voting
instruction card.
The Annual Meeting will be held at the AmSouth Sonat Tower,
1900 5th Avenue North, Birmingham, Alabama, on Friday, May 17, 1996,
at 10:00 a.m., Central Daylight Time, for the following purposes:
(1) To elect three directors to serve for a term of three years
until the Annual Meeting of the Shareholders in 1999 and one
director to serve a term of one year until the Annual Meeting
of the Shareholders in 1997 and until their successors are duly
elected and qualified.
(2) To approve and ratify the Vulcan Materials Company 1996
Long-Term Incentive Plan.
(3) To approve and ratify the Vulcan Materials Company Deferred
Stock Plan for Nonemployee Directors.
(4) To ratify the appointment of Deloitte & Touche LLP as
independent auditors for 1996.
(5) To transact such other business as may properly come before the
Annual Meeting.
The Savings Plan Administrative Committee hopes that every participant
will take this opportunity to participate in the affairs of the Company by
completing, signing and returning the enclosed instruction card, in the
envelope provided, to The Northern Trust Company, the Trustee under the
Savings Plan. The directions of any participant will be kept in complete
confidence by the Trustee. Common Stock of the Company with respect to which
directions are not received by the Trustee prior to the Annual Meeting shall
be voted by the Trustee in the same proportion as the shares for which
instructions are received.
Information of interest to participants in connection with the
Annual Meeting is set forth in the enclosed Proxy Statement, which is being
distributed to all shareholders of record.
The Annual Report of your Company for 1995 also is enclosed.
ON BEHALF OF THE CONSTRUCTION MATERIALS DIVISIONS
SAVINGS PLAN ADMINISTRATIVE COMMITTEE,
J. WAYNE HOUSTON, CHAIRMAN
April 8, 1996
VULCAN MATERIALS COMPANY CONSTRUCTION MATERIALS DIVISION
HOURLY EMPLOYEES SAVINGS PLAN - VOTING INSTRUCTIONS TO THE TRUSTEE
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY
The undersigned Savings Plan participant hereby directs The Northern Trust
Company of Chicago, Illinois, Trustee under the Vulcan Materials Company
Construction Materials Division Hourly Employees Savings Plan, to vote, in
person or by proxy, the shares of stock represented by moneys standing to the
credit of the undersigned as of February 29, 1996, and representing his/her
own savings and Company contributions, upon all matters at the Company's
Annual Meeting of Shareholders to be held on May 17, 1996, and at any
adjournment or adjournments thereof, and without limiting the general
direction hereby given, the Trustee is directed to vote with respect to the
following matters described in the Voting Instruction Information and Proxy
Statement:
(1) ELECTION OF DIRECTORS
Nominees: Livio D. DeSimone, Donald M. James, Richard H. Leet
and Ann D. McLaughlin.
VOTE FOR all nominees listed above, except vote withheld from
the following nominee(s) (if any):
VOTE WITHHELD from all nominees.
(Continued, and to be signed on the reverse side)
(CONTINUED FROM OTHER SIDE)
(2) To vote FOR AGAINST ABSTAIN Approval of the Vulcan Materials
Company 1996 Long-Term Incentive Plan.
(3) To vote FOR AGAINST ABSTAIN Approval of the Vulcan Materials
Company Deferred Stock Plan for Nonemployee Directors.
(4) To vote FOR AGAINST ABSTAIN Ratification of the appointment of
Deloitte & Touche LLP as independent auditors for the year 1996.
(5) To vote, in their discretion, upon such other matters as may properly
come before the meeting.
IF NO INDICATION IS MADE WITH RESPECT TO THE FOREGOING MATTERS, THE SHARES TO
WHICH THIS VOTING INSTRUCTION CARD RELATES WILL BE VOTED BY THE TRUSTEE IN THE
SAME PROPORTION AS THE SHARES FOR WHICH INSTRUCTIONS ARE RECEIVED.
Number of shares participant
is entitled to instruct.
Dated , 1996
(Signature)
Signature must agree with the same as shown immediately to the left.
VULCAN MATERIALS COMPANY
NOTICE TO CHEMICALS DIVISION SAVINGS PLAN PARTICIPANTS
OF MATTERS TO BE ACTED UPON AT
THE ANNUAL MEETING OF SHAREHOLDERS
VOTING INSTRUCTION INFORMATION
As a participant in the Company's Chemicals Division Hourly Employees
Savings Plan (the "Savings Plan"), you have the right to direct the Trustee
under the Savings Plan as to how certain shares of the Company's Common Stock
represented by moneys standing to your credit under the Savings Plan as of
February 29, 1996, should be voted at the Annual Meeting of Shareholders.
The number of such shares is shown on the enclosed voting instruction card.
The Annual Meeting will be held at the AmSouth Sonat Tower,
1900 5th Avenue North, Birmingham, Alabama, on Friday, May 17, 1996,
at 10:00 a.m., Central Daylight Time, for the following purposes:
(1) To elect three directors to serve for a term of three years
until the Annual Meeting of the Shareholders in 1999 and one
director to serve a term of one year until the Annual Meeting
of the Shareholders in 1997 and until their successors are duly
elected and qualified.
(2) To approve and ratify the Vulcan Materials Company 1996
Long-Term Incentive Plan.
(3) To approve and ratify the Vulcan Materials Company Deferred
Stock Plan for Nonemployee Directors.
(4) To ratify the appointment of Deloitte & Touche LLP as
independent auditors for 1996.
(5) To transact such other business as may properly come before
the Annual Meeting.
The Savings Plan Administrative Committee hopes that every participant
will take this opportunity to participate in the affairs of the Company by
completing, signing and returning the enclosed instruction card, in the
envelope provided, to The Northern Trust Company, the Trustee under the
Savings Plan. The directions of any participant will be kept in complete
confidence by the Trustee. Common Stock of the Company with respect to which
directions are not received by the Trustee prior to the Annual Meeting shall
be voted by the Trustee in the same proportion as the shares for which
instructions are received.
Information of interest to participants in connection with the Annual
Meeting is set forth in the enclosed Proxy Statement, which is being
distributed to all shareholders of record.
The Annual Report of your Company for 1995 also is enclosed.
ON BEHALF OF THE CHEMICALS DIVISION SAVINGS
PLAN ADMINISTRATIVE COMMITTEE,
J. WAYNE HOUSTON, CHAIRMAN
April 8, 1996
VULCAN MATERIALS COMPANY CHEMICALS DIVISION
HOURLY EMPLOYEES SAVINGS PLAN - VOTING INSTRUCTIONS TO THE TRUSTEE
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY
The undersigned Savings Plan participant hereby directs The Northern Trust
Company of Chicago, Illinois, Trustee under the Vulcan Materials Company
Chemicals Division Hourly Employees Savings Plan, to vote, in person or by
proxy, the shares of stock represented by moneys standing to the credit of the
undersigned as of February 29, 1996, and representing his/her own savings and
Company contributions, upon all matters at the Company's Annual Meeting of
Shareholders to be held on May 17, 1996, and at any adjournment or
adjournments thereof, and without limiting the general direction hereby given,
the Trustee is directed to vote with respect to the following matters
described in the Voting Instruction Information and Proxy Statement:
(1) ELECTION OF DIRECTORS
Nominees: Livio D. DeSimone, Donald M. James, Richard H. Leet
and Ann D. McLaughlin.
VOTE FOR all nominees listed above, except vote withheld from
the following nominee(s) (if any):
VOTE WITHHELD from all nominees.
(Continued, and to be signed on the reverse side)
(CONTINUED FROM OTHER SIDE)
(2) To vote FOR AGAINST ABSTAIN Approval of the Vulcan Materials
Company 1996 Long-Term Incentive Plan.
(3) To vote FOR AGAINST ABSTAIN Approval of the Vulcan Materials
Company Deferred Stock Plan for Nonemployee Directors.
(4) To vote FOR AGAINST ABSTAIN Ratification of the appointment of
Deloitte & Touche LLP as independent auditors for the year 1996.
(5) To vote, in their discretion, upon such other matters as may properly
come before the meeting.
IF NO INDICATION IS MADE WITH RESPECT TO THE FOREGOING MATTERS, THE SHARES TO
WHICH THIS VOTING INSTRUCTION CARD RELATES WILL BE VOTED BY THE TRUSTEE IN THE
SAME PROPORTION AS THE SHARES FOR WHICH INSTRUCTIONS ARE RECEIVED.
Number of shares participant
is entitled to instruct.
Dated , 1996
(Signature)
Signature must agree with the same as shown immediately to the left.
</TABLE>
