Registration Number 33-24051
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
___________________________________
VULCAN MATERIALS COMPANY
(Exact name of registrant as specified in its charter)
New Jersey 63-0366371
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Metroplex Drive, Birmingham, Alabama 35209
205-877-3000
(Address of Principal Executive Offices)
____________________________
Vulcan Materials Company Thrift Plan For Salaried Employees
(Full Title of Plan)
William F. Denson, III, Esq.
Vice President - Law and Secretary
Vulcan Materials Company
One Metroplex Drive
Birmingham, Alabama 35209
205-877-3000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
With a copy to:
C. Larimore Whitaker, Esq.
Bradley, Arant, Rose & White
2001 Park Place, Suite 1400
Birmingham, Alabama 35209
205-521-8000
____________________________
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Per Aggregate Offering Amount of
to be Registered Registerd Share Price Registration Fee
<S> <C> <C> <C> <C>
Common Stock, $1.00 par value
per share. . . . . . . . . . . . 1,500,000 shares* ** $82,410,000*** $28,417.25
<FN>
* In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.
** Not applicable.
*** Estimated solely for purposes of determining the amount of the
registration fee, in accordance with Rules 457(h)(1) and (c) under the
Securities Act of 1933. The registration fee was calculated pursuant to
Rules 457(h)(1) and (c) and based upon the average of the high and low
prices ($54.94) reported in the consolidated reporting system on
March 4, 1996.
</TABLE>
Vulcan Materials Company, a New Jersey corporation (the "Company"),
hereby incorporates herein by this reference, the contents of the Registration
Statement on Form S-8 filed by the Company on August 26, 1988 (Registration
No. 33-24051) (the "Registration Statement"), except that the information
contained in the Registration Statement with respect to the Plan (as such term
is defined in the Registration Statement) is not incorporated herein by this
reference.
REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
The documents incorporated by reference into Item 3 of Part II of this
Registration Statement (not including exhibits to the information that is
incorporated by reference, unless such exhibits are specifically incorporated
by reference into the information that this Registration Statement
incorporates) are incorporated by reference into the Section 10(a) prospectus
and are available, without charge, to the participants upon written or oral
request to William F. Denson, III, Vice President - Law and Secretary, Vulcan
Materials Company, One Metroplex Drive, Birmingham, Alabama 35209 (telephone
number 205-877-3204). The documents containing the information requested by
Part I of Form S-8, the Annual Report on Form 10-K of Vulcan Materials
Company, and all reports, proxy statements and other communications
distributed generally to the security holders of Vulcan Materials Company are
available, without charge, to participants upon written or oral request to
William F. Denson, III, Vice President - Law and Secretary, Vulcan Materials
Company, One Metroplex Drive, Birmingham, Alabama 35209 (telephone number
205-877-3204).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents of the Company are incorporated herein by
reference and made a part hereof:
(1) The Annual Report on Form 10-K of the Company for the year
ended December 31, 1994, as amended by the Annual Report on Form 10-K/A of the
Company (Commission File No. 1-4033).
(2) The Quarterly Reports of the Company on Form 10-Q for the
quarterly periods ended September 30, 1995, June 30, 1995 and March 31, 1995
(Commission File No. 1-4033).
(3) The description of the capital stock of the Company offered and
registered under Section 12 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), on Registration Statement No. 2- 13791, filed
December 11, 1957, as amended by all amendments thereto.
All documents filed by the Company pursuant to Sections 13, 14 or 15(d)
of the Exchange Act after the date hereof and prior to the termination of the
offering of the common stock of the Company offered hereby shall be deemed to
be incorporated herein by reference and to be a part hereof from the date of
filing of such documents (such documents, and the documents listed above,
being hereinafter referred to as "Incorporated Documents"). Any statement
contained in an Incorporated Document shall be deemed to be modified or
superseded for such purposes to the extent that a statement contained herein
or in any other subsequently filed Incorporated Document modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part
hereof.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
William F. Denson, III is the Vice President - Law and Secretary of the
Company and, as a result of such relationship, could be deemed to have a
substantial interest in the Company. In addition, Mr. Denson has dispositive
and voting power over 20,808 shares of the common stock of the Company.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article IX of the Company's Certificate of Incorporation provides
that, as to acts or omissions occurring on or after May 6, 1988, no director
or officer of the Company shall be liable to the Company or any of its
shareholders for monetary damages for breach of any duty owed as director or
officer to the Company or any of its shareholders, to the extent that such
exemption from liability is permitted under the New Jersey Business
Corporation Act (the "Statute"), as the same may be amended from time to time,
or under any revision thereof or successor statute thereto. Amendments to the
Statute which were adopted in 1987 (the "New Jersey Amendments") permit such
exemptions from liability as the foregoing for directors and officers, except
in the case of a breach of duty based on an act or omission (a) in breach of
such person's duty of loyalty to the Company or its shareholders, (b) not in
good faith or involving a knowing violation of law or (c) resulting in the
receipt by such person of an improper personal benefit.
In addition, Article IV of the Company's By-laws provides as follows:
(a) Subject to the provisions of this Article IV, the
corporation shall indemnify the following persons to the fullest
extent permitted and in the manner provided by and the circumstances
described in the laws of the State of New Jersey, including Section
14A:3-5 of the New Jersey Business Corporation Act and any amendments
thereof or supplements thereto: (i) any person who is or was a
director, officer, employee or agent of the corporation; (ii) any
person who is or was a director, officer, employee or agent of any
constituent corporation absorbed by the corporation in a
consolidation or merger, but only to the extent that (a) the
constituent corporation was obligated to indemnify such person at the
effective date of the merger or consolidation or (b) the claim or
potential claim of such person for indemnification was disclosed to
the corporation and the operative merger or consolidation documents
contain an express agreement by the corporation to pay the same;
(iii) any person who is or was serving at the request of the
corporation as a director, officer, trustee, fiduciary, employee or
agent of any other domestic or foreign corporation, or any
partnership, joint venture, sole proprietorship, trust, employee
benefit plan or other enterprise, whether or not for profit; and
(iv) the legal representative of any of the foregoing persons
(collectively, a "Corporate Agent").
(b) Anything herein to the contrary notwithstanding, the
corporation shall not be obligated under this Article IV to provide
indemnification (i) to any bank, trust company, insurance company,
partnership or other entity, or any director, officer, employee or
agent thereof or (ii) to any other person who is not a director,
officer or employee of the corporation, in respect of any service by
such person or entity, whether at the request of the corporation or
by agreement therewith, as investment advisor, actuary, custodian,
trustee, fiduciary or consultant to any employee benefit plan.
(c) To the extent that any right of indemnification granted
hereunder requires any determination that a Corporate Agent shall
have been successful on the merits or otherwise in any Proceeding
(as hereinafter defined) or in defense of any claim, issue or matter
therein, the Corporate Agent shall be deemed to have been
"successful" if, without any settlement having been made by the
Corporate Agent, (i) such Proceeding shall have been dismissed or
otherwise terminated or abandoned without any judgment or order
having been entered against the Corporate Agent, (ii) such claim,
issue or other matter therein shall have been dismissed or otherwise
eliminated or abandoned as against the Corporate Agent, or (iii) with
respect to any threatened Proceeding, the Proceeding shall have been
abandoned or there shall have been a failure for any reason to
institute the Proceeding within a reasonable time after the same
shall have been threatened or after any inquiry or investigation that
could have led to any such Proceeding shall have been commenced. The
Board of Directors or any authorized committee thereof shall have the
right to determine what constitutes a "reasonable time" or an
"abandonment" for purposes of this paragraph (c), and any such
determination shall be conclusive and final.
(d) To the extent that any right of indemnification granted
hereunder shall require any determination that the Corporate Agent
has been involved in a Proceeding by reason of his or her being or
having been a Corporate Agent, the Corporate Agent shall be deemed
to have been so involved if the Proceeding involves action allegedly
taken by the Corporate Agent for the benefit of the corporation or
in the performance of his or her duties or the course of his or her
employment for the corporation.
(e) If a Corporate Agent shall be a party defendant in a
Proceeding, other than a Proceeding by or in the right of the
corporation, and the Board of Directors or a duly authorized
committee of disinterested directors shall determine that it is in
the best interests of the corporation for the corporation to assume
the defense of any such Proceeding, the Board of Directors or such
committee may authorize and direct that the corporation assume the
defense of the Proceeding and pay all expenses in connection
therewith without requiring such Corporate Agent to undertake to pay
or repay any part thereof. Such assumption shall not affect the
right of any such Corporate Agent to employ his or her own counsel or
to recover indemnification under this By-law to the extent that he
may be entitled thereto.
(f) As used herein, the term "Proceeding" shall mean and
include any pending, threatened or completed civil, criminal,
administrative or arbitrative action, suit or proceeding, and any
appeal therein and any inquiry or investigation which could lead to
such action, suit or proceeding.
(g) The right to indemnification granted under this
Article IV shall not be exclusive of any other rights to which any
Corporate Agent seeking indemnification hereunder may be entitled.
Pursuant to the authority granted in the Statute, the Company has
procured insurance for the purpose of substantially covering its future
potential liability for indemnification under the provisions discussed above
and certain future potential liability of individual directors and officers
incurred in their capacity as such which is not subject to indemnification.
ITEM 8. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) UNDERTAKING
The registrant hereby undertakes that it will submit or has submitted
the Vulcan Materials Company Thrift Plan For Salaried Employees (the "Plan")
and any amendments thereto to the Internal Revenue Service (the "IRS") in a
timely manner and has made or will make all changes required by the IRS in
order to qualify the Plan.
(b) EXHIBITS
The following exhibits are filed as part of this Registration Statement:
5(a) Opinion of William F. Denson, III as to the legality of the securities
being registered.
23(a) Consent of Deloitte & Touche L.L.P.
23(b) Consent of William F. Denson, III (contained in exhibit 5(a)).
24(a) Powers of Attorney of certain directors and officers.
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement.
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1993;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the registration statement;
(iii) To include any material information with respect to
the plan or distribution not previously disclosed in
the registration statement or any material change to
such information in the registration statement;
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and
the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof;
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act
of 1933, the registrant certifies that it has reasonable grounds to believe
that it meets all the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Birmingham, State of Alabama, on
March 11, 1996.
VULCAN MATERIALS COMPANY
By: /s/ H.A. Sklenar
H.A. Sklenar
Chairman
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ H. A. Sklenar Chairman, Chief Executive March 11, 1996
H. A. Sklenar Officer and Director
(Principal Executive Officer)
/s/ D. F. Sansone Vice President-Finance March 11, 1996
D. F. Sansone and Treasurer (Principal
Financial Officer)
/s/ E. A. Khan Controller March 11, 1996
E. A. Khan (Principal Accounting Officer)
* Director
Marion H. Antonini
* Director
Livio D. DeSimone
* Director
William J. Grayson, Jr.
* Director
John K. Greene
* Director
Donald M. James
* Director
Richard H. Leet
* Director
Douglas J. McGregor
* Director
Ann D. McLaughlin
* Director
James V. Napier
* Director
Donald B. Rice
* Director
Orin R. Smith
* /s/ William F. Denson, III March 11, 1996
William F. Denson, III
Attorney-in-Fact for
Each of the Directors
Listed Above
The Plan. Pursuant to the requirements of the Securities Act of 1933,
as amended, the administrators duly caused this Registration Statement to be
signed on its behalf by the undersigned thereunto duly authorized, in the City
of Birmingham, State of Alabama, on March 11, 1996.
VULCAN MATERIALS COMPANY THRIFT
PLAN FOR SALARIED EMPLOYEES
By /s/ J. Wayne Houston
J. Wayne Houston
Chairman and
Member of Administration Committee
By /s/ Peter E. Printz
Peter E. Printz
Member of Administration Committee
By /s/ Charles D. Lockhart
Charles D. Lockhart
Member of Administration Committee
Exhibit 5(a)
March 11, 1996
Vulcan Materials Company
One Metroplex Drive
Birmingham, Alabama 35209
Re: Vulcan Materials Company Thrift Plan For Salaried Employees
Ladies and Gentlemen:
In my capacity as Vice President-Law for Vulcan Materials Company,
a New Jersey corporation (the "Company"), I have examined the Registration
Statement on Form S-8 (the "Registration Statement") in form as proposed to be
filed by the Company with the Securities and Exchange Commission (the
"Commission") pursuant to the provisions of the Securities Act of 1933, as
amended, relating to the registration of 1,500,000 shares of the common stock,
par value $1.00 per share, of the Company (the "Common Stock"), pursuant to
the terms of the Vulcan Materials Company Thrift Plan For Salaried Employees
(the "Plan"). In this connection, we have examined such records, documents
and proceedings as we have deemed relevant and necessary as a basis for the
opinions expressed herein.
Upon the basis of the foregoing, we are of the opinion that
the 1,500,000 shares of Common Stock referred to in the Registration
Statement, to the extent actually issued pursuant to the Plan, will have been
duly and validly authorized and issued and will be fully paid and
nonassessable shares of Common Stock.
I hereby consent to the filing of this opinion with the
Commission as an exhibit to the Registration Statement. In addition, I hereby
consent to the inclusion of the statements made in reference to me under the
caption "Interests Of Named Experts And Counsel" in the Registration
Statement.
Yours very truly,
/s/ William F. Denson, III
William F. Denson, III
Vice-President-Law
Exhibit 23(a)
INDEPENDENT AUDITORS' REPORT
Vulcan Materials Company:
We consent to the incorporation by reference in Registration Statement
No. 33-24051 of Vulcan Materials Company on Form S-8 of our report dated
February 3, 1995, appearing in the Annual Report on Form 10-K of Vulcan
Materials Company for the year ended December 31, 1994 and our report dated
June 2, 1995, appearing in the Annual Report on Form 10-K/A of Vulcan
Materials Company of the Vulcan Materials Company Thrift Plan for Salaried
Employees for the year ended December 31, 1994.
/s/ DELOITTE & TOUCHE LLP
Birmingham, Alabama
March 8, 1996
Exhibit 24(a)
POWER OF ATTORNEY
The undersigned director of Vulcan Materials Company, a New Jersey
corporation, hereby nominates, constitutes and appoints William F. Denson,
III, and E. Starke Sydnor, and each of them, the true and lawful attorneys of
the undersigned to sign the name of the undersigned as director to any
registration statements on Form S-8 covering shares of the Company's Common
Stock offered pursuant to the Company's Thrift Plan for Salaried Employees,
the Company's Construction Materials Division's Hourly Employees Savings Plan,
the Company's Chemicals Division Hourly Employee Savings Plan and interests of
participation in said Plans, and to any and all amendments to said
registration statements, including post-effective amendments thereto, said
registration statements and amendments to be filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, in
accordance with the provisions of Section 6 thereof and Regulation C,
Regulation S-K and the General Rules and regulations thereunder, with full
power in said attorneys of substitution and revocation, all as fully as the
undersigned could do if personally present, hereby ratifying all that said
attorneys or their substitutes may lawfully do by virtue hereof.
IN WITNESS WHEREOF, the undersigned director of Vulcan Materials Company
has executed this Power of Attorney this 20th day of November, 1995.
/s/ Marion H. Antonini
Marion H. Antonini
Exhibit 24(a)
POWER OF ATTORNEY
The undersigned director of Vulcan Materials Company, a New Jersey
corporation, hereby nominates, constitutes and appoints William F. Denson,
III, and E. Starke Sydnor, and each of them, the true and lawful attorneys of
the undersigned to sign the name of the undersigned as director to any
registration statements on Form S-8 covering shares of the Company's Common
Stock offered pursuant to the Company's Thrift Plan for Salaried Employees,
the Company's Construction Materials Division's Hourly Employees Savings Plan,
the Company's Chemicals Division Hourly Employee Savings Plan and interests of
participation in said Plans, and to any and all amendments to said
registration statements, including post-effective amendments thereto, said
registration statements and amendments to be filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, in
accordance with the provisions of Section 6 thereof and Regulation C,
Regulation S-K and the General Rules and regulations thereunder, with full
power in said attorneys of substitution and revocation, all as fully as the
undersigned could do if personally present, hereby ratifying all that said
attorneys or their substitutes may lawfully do by virtue hereof.
IN WITNESS WHEREOF, the undersigned director of Vulcan Materials Company
has executed this Power of Attorney this 17th day of November, 1995.
/s/ Livio D. DeSimone
Livio D. DeSimone
Exhibit 24(a)
POWER OF ATTORNEY
The undersigned director of Vulcan Materials Company, a New Jersey
corporation, hereby nominates, constitutes and appoints William F. Denson,
III, and E. Starke Sydnor, and each of them, the true and lawful attorneys of
the undersigned to sign the name of the undersigned as director to any
registration statements on Form S-8 covering shares of the Company's Common
Stock offered pursuant to the Company's Thrift Plan for Salaried Employees,
the Company's Construction Materials Division's Hourly Employees Savings Plan,
the Company's Chemicals Division Hourly Employee Savings Plan and interests of
participation in said Plans, and to any and all amendments to said
registration statements, including post-effective amendments thereto, said
registration statements and amendments to be filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, in
accordance with the provisions of Section 6 thereof and Regulation C,
Regulation S-K and the General Rules and regulations thereunder, with full
power in said attorneys of substitution and revocation, all as fully as the
undersigned could do if personally present, hereby ratifying all that said
attorneys or their substitutes may lawfully do by virtue hereof.
IN WITNESS WHEREOF, the undersigned director of Vulcan Materials Company
has executed this Power of Attorney this 17th day of November, 1995.
/s/ William J. Grayson, Jr.
William J. Grayson, Jr.
Exhibit 24(a)
POWER OF ATTORNEY
The undersigned director of Vulcan Materials Company, a New Jersey
corporation, hereby nominates, constitutes and appoints William F. Denson,
III, and E. Starke Sydnor, and each of them, the true and lawful attorneys of
the undersigned to sign the name of the undersigned as director to any
registration statements on Form S-8 covering shares of the Company's Common
Stock offered pursuant to the Company's Thrift Plan for Salaried Employees,
the Company's Construction Materials Division's Hourly Employees Savings Plan,
the Company's Chemicals Division Hourly Employee Savings Plan and interests of
participation in said Plans, and to any and all amendments to said
registration statements, including post-effective amendments thereto, said
registration statements and amendments to be filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, in
accordance with the provisions of Section 6 thereof and Regulation C,
Regulation S-K and the General Rules and regulations thereunder, with full
power in said attorneys of substitution and revocation, all as fully as the
undersigned could do if personally present, hereby ratifying all that said
attorneys or their substitutes may lawfully do by virtue hereof.
IN WITNESS WHEREOF, the undersigned director of Vulcan Materials Company
has executed this Power of Attorney this 17th day of November, 1995.
/s/ John K. Greene
John K. Greene
Exhibit 24(a)
POWER OF ATTORNEY
The undersigned director of Vulcan Materials Company, a New Jersey
corporation, hereby nominates, constitutes and appoints William F. Denson,
III, and E. Starke Sydnor, and each of them, the true and lawful attorneys of
the undersigned to sign the name of the undersigned as director to any
registration statements on Form S-8 covering shares of the Company's Common
Stock offered pursuant to the Company's Thrift Plan for Salaried Employees,
the Company's Construction Materials Division's Hourly Employees Savings Plan,
the Company's Chemicals Division Hourly Employee Savings Plan and interests of
participation in said Plans, and to any and all amendments to said
registration statements, including post-effective amendments thereto, said
registration statements and amendments to be filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, in
accordance with the provisions of Section 6 thereof and Regulation C,
Regulation S-K and the General Rules and regulations thereunder, with full
power in said attorneys of substitution and revocation, all as fully as the
undersigned could do if personally present, hereby ratifying all that said
attorneys or their substitutes may lawfully do by virtue hereof.
IN WITNESS WHEREOF, the undersigned director of Vulcan Materials Company
has executed this Power of Attorney this 20th day of February, 1996.
/s/ Donald M. James
Donald M. James
Exhibit 24(a)
POWER OF ATTORNEY
The undersigned director of Vulcan Materials Company, a New Jersey
corporation, hereby nominates, constitutes and appoints William F. Denson,
III, and E. Starke Sydnor, and each of them, the true and lawful attorneys of
the undersigned to sign the name of the undersigned as director to any
registration statements on Form S-8 covering shares of the Company's Common
Stock offered pursuant to the Company's Thrift Plan for Salaried Employees,
the Company's Construction Materials Division's Hourly Employees Savings Plan,
the Company's Chemicals Division Hourly Employee Savings Plan and interests of
participation in said Plans, and to any and all amendments to said
registration statements, including post-effective amendments thereto, said
registration statements and amendments to be filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, in
accordance with the provisions of Section 6 thereof and Regulation C,
Regulation S-K and the General Rules and regulations thereunder, with full
power in said attorneys of substitution and revocation, all as fully as the
undersigned could do if personally present, hereby ratifying all that said
attorneys or their substitutes may lawfully do by virtue hereof.
IN WITNESS WHEREOF, the undersigned director of Vulcan Materials Company
has executed this Power of Attorney this 17th day of November, 1995.
/s/ Richard H. Leet
Richard H. Leet
Exhibit 24(a)
POWER OF ATTORNEY
The undersigned director of Vulcan Materials Company, a New Jersey
corporation, hereby nominates, constitutes and appoints William F. Denson,
III, and E. Starke Sydnor, and each of them, the true and lawful attorneys of
the undersigned to sign the name of the undersigned as director to any
registration statements on Form S-8 covering shares of the Company's Common
Stock offered pursuant to the Company's Thrift Plan for Salaried Employees,
the Company's Construction Materials Division's Hourly Employees Savings Plan,
the Company's Chemicals Division Hourly Employee Savings Plan and interests of
participation in said Plans, and to any and all amendments to said
registration statements, including post-effective amendments thereto, said
registration statements and amendments to be filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, in
accordance with the provisions of Section 6 thereof and Regulation C,
Regulation S-K and the General Rules and regulations thereunder, with full
power in said attorneys of substitution and revocation, all as fully as the
undersigned could do if personally present, hereby ratifying all that said
attorneys or their substitutes may lawfully do by virtue hereof.
IN WITNESS WHEREOF, the undersigned director of Vulcan Materials Company
has executed this Power of Attorney this 20th day of November, 1995.
/s/ Douglas J. McGregor
Douglas J. McGregor
Exhibit 24(a)
POWER OF ATTORNEY
The undersigned director of Vulcan Materials Company, a New Jersey
corporation, hereby nominates, constitutes and appoints William F. Denson,
III, and E. Starke Sydnor, and each of them, the true and lawful attorneys of
the undersigned to sign the name of the undersigned as director to any
registration statements on Form S-8 covering shares of the Company's Common
Stock offered pursuant to the Company's Thrift Plan for Salaried Employees,
the Company's Construction Materials Division's Hourly Employees Savings Plan,
the Company's Chemicals Division Hourly Employee Savings Plan and interests of
participation in said Plans, and to any and all amendments to said
registration statements, including post-effective amendments thereto, said
registration statements and amendments to be filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, in
accordance with the provisions of Section 6 thereof and Regulation C,
Regulation S-K and the General Rules and regulations thereunder, with full
power in said attorneys of substitution and revocation, all as fully as the
undersigned could do if personally present, hereby ratifying all that said
attorneys or their substitutes may lawfully do by virtue hereof.
IN WITNESS WHEREOF, the undersigned director of Vulcan Materials Company
has executed this Power of Attorney this 20th day of November, 1995.
/s/ Ann D. McLaughlin
Ann D. McLaughlin
Exhibit 24(a)
POWER OF ATTORNEY
The undersigned director of Vulcan Materials Company, a New Jersey
corporation, hereby nominates, constitutes and appoints William F. Denson,
III, and E. Starke Sydnor, and each of them, the true and lawful attorneys of
the undersigned to sign the name of the undersigned as director to any
registration statements on Form S-8 covering shares of the Company's Common
Stock offered pursuant to the Company's Thrift Plan for Salaried Employees,
the Company's Construction Materials Division's Hourly Employees Savings Plan,
the Company's Chemicals Division Hourly Employee Savings Plan and interests of
participation in said Plans, and to any and all amendments to said
registration statements, including post-effective amendments thereto, said
registration statements and amendments to be filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, in
accordance with the provisions of Section 6 thereof and Regulation C,
Regulation S-K and the General Rules and regulations thereunder, with full
power in said attorneys of substitution and revocation, all as fully as the
undersigned could do if personally present, hereby ratifying all that said
attorneys or their substitutes may lawfully do by virtue hereof.
IN WITNESS WHEREOF, the undersigned director of Vulcan Materials Company
has executed this Power of Attorney this 17th day of November, 1995.
/s/ James V. Napier
James V. Napier
Exhibit 24(a)
POWER OF ATTORNEY
The undersigned director of Vulcan Materials Company, a New Jersey
corporation, hereby nominates, constitutes and appoints William F. Denson,
III, and E. Starke Sydnor, and each of them, the true and lawful attorneys of
the undersigned to sign the name of the undersigned as director to any
registration statements on Form S-8 covering shares of the Company's Common
Stock offered pursuant to the Company's Thrift Plan for Salaried Employees,
the Company's Construction Materials Division's Hourly Employees Savings Plan,
the Company's Chemicals Division Hourly Employee Savings Plan and interests of
participation in said Plans, and to any and all amendments to said
registration statements, including post-effective amendments thereto, said
registration statements and amendments to be filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, in
accordance with the provisions of Section 6 thereof and Regulation C,
Regulation S-K and the General Rules and regulations thereunder, with full
power in said attorneys of substitution and revocation, all as fully as the
undersigned could do if personally present, hereby ratifying all that said
attorneys or their substitutes may lawfully do by virtue hereof.
IN WITNESS WHEREOF, the undersigned director of Vulcan Materials Company
has executed this Power of Attorney this 17th day of November, 1995.
/s/ Donald B. Rice
Donald B. Rice
Exhibit 24(a)
POWER OF ATTORNEY
The undersigned director of Vulcan Materials Company, a New Jersey
corporation, hereby nominates, constitutes and appoints William F. Denson,
III, and E. Starke Sydnor, and each of them, the true and lawful attorneys of
the undersigned to sign the name of the undersigned as director to any
registration statements on Form S-8 covering shares of the Company's Common
Stock offered pursuant to the Company's Thrift Plan for Salaried Employees,
the Company's Construction Materials Division's Hourly Employees Savings Plan,
the Company's Chemicals Division Hourly Employee Savings Plan and interests of
participation in said Plans, and to any and all amendments to said
registration statements, including post-effective amendments thereto, said
registration statements and amendments to be filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, in
accordance with the provisions of Section 6 thereof and Regulation C,
Regulation S-K and the General Rules and regulations thereunder, with full
power in said attorneys of substitution and revocation, all as fully as the
undersigned could do if personally present, hereby ratifying all that said
attorneys or their substitutes may lawfully do by virtue hereof.
IN WITNESS WHEREOF, the undersigned director of Vulcan Materials Company
has executed this Power of Attorney this 17th day of November, 1995.
/s/ Orin R. Smith
Orin R. Smith
