SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1998
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to ____________
Commission file number 1-4033
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
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code (205) 877-3000
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date:
Shares outstanding
Class at September 30, 1998
Common Stock, $1 Par Value 33,523,945
VULCAN MATERIALS COMPANY
FORM 10-Q
QUARTER ENDED SEPTEMBER 30, 1998
Contents
Page No.
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets 1
Condensed Consolidated Statements of Earnings 2
Condensed Consolidated Statements of Cash Flows 3
Notes to Condensed Consolidated Financial Statements 4
Item 2. Management's Discussion and Analysis of Results
of Operations and Financial Condition 6
PART II OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 15
SIGNATURES 16
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
VULCAN MATERIALS COMPANY AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED BALANCE SHEETS*
(Amounts in thousands)
September 30, December 31, September 30,
Assets 1998 1997 1997
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Current assets
Cash and cash equivalents............................... $ 110,441 $ 128,566 $ 61,780
Accounts and notes receivable, less allowance for
doubtful accounts: Sep. 30, 1998, $8,006; Dec. 31,
1997, $7,548; Sep. 30, 1997, $7,707.................... 279,933 199,750 255,508
Inventories:
Finished products..................................... 94,073 90,118 80,107
Raw materials......................................... 11,335 10,865 11,390
Products in process................................... 1,250 617 659
Operating supplies and other.......................... 32,374 30,759 31,295
Total inventories................................ 139,032 132,359 123,451
Deferred income taxes................................... 21,413 21,385 21,800
Prepaid expenses........................................ 7,777 5,072 6,564
Total current assets............................. 558,596 487,132 469,103
Investments and long-term receivables..................... 67,969 63,482 63,106
Property, plant and equipment, at cost less accumulated
depreciation, depletion and amortization: Sep. 30,
1998, $1,358,144; Dec. 31, 1997, $1,311,781; Sep. 30,
1997, $1,292,844........................................ 850,531 808,419 793,401
Deferred charges and other assets......................... 113,146 90,213 84,065
Total............................................ $1,590,242 $1,449,246 $1,409,675
Liabilities and Shareholders' Equity
Current liabilities
Current maturities of long-term obligations............. $ 5,434 $ 5,408 $ 5,071
Notes payable........................................... 2,285 3,654 4,477
Trade payables and accruals............................. 104,825 112,547 113,447
Other current liabilities............................... 92,639 86,087 84,930
Total current liabilities........................ 205,183 207,696 207,925
Long-term obligations..................................... 76,599 81,931 80,721
Deferred income taxes..................................... 97,533 88,720 88,248
Other noncurrent liabilities.............................. 99,627 79,402 74,719
Shareholders' equity...................................... 1,111,300 991,497 958,062
Total............................................ $1,590,242 $1,449,246 $1,409,675
<FN>
*Balance sheets as of September 30 are unaudited.
The accompanying Notes to Condensed Consolidated Financial
Statements are an integral part of these statements.
</TABLE>
<TABLE>
<CAPTION>
VULCAN MATERIALS COMPANY AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(Amounts and shares in thousands, except per share data)
Three Months Ended Nine Months Ended
September 30* September 30*
1998 1997 1998 1997
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Net sales..................................... $509,465 $477,854 $1,334,253 $1,264,285
Cost of goods sold............................ 334,121 330,901 922,528 904,738
Gross profit on sales......................... 175,344 146,953 411,725 359,547
Selling, administrative and general expenses.. 47,074 50,512 140,742 142,173
Other operating costs......................... 1,992 1,441 6,236 3,206
Other income, net............................. 5,857 7,271 28,032 18,744
Earnings before interest
expense and income taxes.................... 132,135 102,271 292,779 232,912
Interest expense.............................. 1,622 1,773 5,128 5,252
Earnings before income taxes.................. 130,513 100,498 287,651 227,660
Provision for income taxes.................... 40,587 27,192 91,185 69,664
Net earnings ................................. $ 89,926 $ 73,306 $ 196,466 $ 157,996
Basic earnings per share ..................... $2.68 $2.16 $5.84 $4.66
Diluted earnings per share ................... $2.64 $2.14 $5.76 $4.61
Average common shares outstanding
(in thousands)............................... 33,616 33,811 33,648 33,875
Average common shares outstanding
assuming dilution (in thousands)............. 34,039 34,276 34,087 34,301
Cash dividends per share of common stock...... $0.520 $0.470 $1.560 $1.410
Depreciation, depletion and amortization
deducted above.............................. $34,598 $32,202 $102,479 $94,258
Effective tax rate............................ 31.1% 27.1% 31.7% 30.6%
<FN>
* Unaudited
The accompanying Notes to Condensed Consolidated Financial
Statements are an integral part of these statements.
</TABLE>
<TABLE>
<CAPTION>
VULCAN MATERIALS COMPANY AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
Nine Months Ended
September 30*
1998 1997
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Operations
Net earnings ............................................. $196,466 $157,996
Adjustments to reconcile net earnings to net cash
provided by operations:
Depreciation, depletion and amortization............... 102,479 94,258
Increase in assets before effects of
business acquisitions................................ (86,089) (64,064)
Increase in liabilities before effects of
business acquisitions................................ 4,578 17,381
Other, net............................................. 7,594 15,842
Net cash provided by operations..................... 225,028 221,413
Investing Activities
Purchases of property, plant and equipment................. (139,628) (130,451)
Payment for business acquisitions (net of acquired cash)... (5,715) (1,443)
Proceeds from sale of property, plant and equipment........ 26,490 14,145
Net cash used for investing activities.............. (118,853) (117,749)
Financing Activities
Net borrowings(payment) -
comm. paper and bank lines of credit (1,369) 1,188
Payment of short-term debt................................. (5,184) -
Payment of long-term debt.................................. (165) (5,000)
Purchases of common stock.................................. (65,003) (41,096)
Dividends paid............................................. (52,579) (47,792)
Net cash used for financing activities.............. (124,300) (92,700)
Net increase (decrease) in cash and cash equivalents....... (18,125) 10,964
Cash and cash equivalents at beginning of year............. 128,566 50,816
Cash and cash equivalents at end of period................. $110,441 $ 61,780
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest (net of amount capitalized)................. $ 4,292 $ 3,943
Income taxes......................................... 86,549 70,712
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING
AND FINANCING ACTIVITIES
Liab. and long-term debt assumed in business acq..... $ 1,456 $ 7
Fair value of stock issued in business acq........... 34,568 -
<FN>
*Unaudited
The accompanying Notes to Condensed Consolidated Financial
Statements are an integral part of these statements.
</TABLE>
VULCAN MATERIALS COMPANY AND SUBSIDIARY COMPANIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Presentation
The accompanying condensed financial statements have been prepared in
compliance with Form 10-Q instructions and thus do not include all of
the information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of
management, the statements reflect all adjustments, including those of
a normal recurring nature, necessary to present fairly the results of
the reported interim periods. The statements should be read in
conjunction with the summary of accounting policies and notes to
financial statements included in the Company's latest annual report on
Form 10-K. The reporting of segment data required by Statement of
Financial Accounting Standards No. 14, Financial Reporting for Segments
of a Business Enterprise, is confined to complete financial statements
as provided in the Company's Form 10-K and annual report to
shareholders.
In the quarter ended June 30, 1998 the Company acquired various
operations whose total cost was approximately $36.8 million. These
transactions were accounted for as purchases. The pro forma effect of
these transactions is not presented because the impact on the Company's
financial statements is not material.
2. Effective Tax Rate
In accordance with generally accepted accounting principles, it is the
Company's practice at the end of each interim reporting period to make
a best estimate of the effective tax rate expected to be applicable for
the full fiscal year. The rate so determined is used in providing for
income taxes on a current year-to-date basis.
3. New Accounting Standards
In June 1997 the Financial Accounting Standards Board (FASB) issued
SFAS No. 130 "Reporting Comprehensive Income" (FAS 130) and SFAS No.
131 "Disclosures about Segments of an Enterprise and Related
Information" (FAS 131). These pronouncements were required to be
adopted for years beginning after December 15, 1997. There was no
material impact on the Company's financial reporting resulting from the
adoption of SFAS 130. SFAS 131 requires the Company to also adopt its
segment reporting provisions to interim reporting in 1999. The Company
does not expect a material impact on its financial reporting from the
adoption of SFAS 131.
In February 1998 the FASB issued SFAS No. 132 "Employers' Disclosures
about Pensions and Other Postretirement Benefits" (FAS 132), which is
required to be adopted for years beginning after December 15, 1997.
This new standard addresses disclosure only. Therefore, there will be
no effect to earnings and the impact of FAS 132 on the Company's
financial reporting is not expected to be material.
4. Accounting Policies for Certain Derivative Instruments
The Company does not actively trade or speculate in derivative
instruments. Commodity swap contracts are used to reduce fluctuations
in prices for natural gas. The fair market values for such swaps
purchased and outstanding as of September 30, 1998 and December 31,
1997, were not material.
Item 2. Management's Discussion and Analysis of Results
of Operations and Financial Condition
GENERAL COMMENTS
Seasonality of the Company's Business
Results of any individual quarter are not necessarily indicative of results to
be expected for the year due principally to the effect that weather can have
on the sales and production volume of the Construction Materials segment.
Normally, the highest sales and earnings of the Construction Materials segment
are attained in the third quarter and the lowest are realized in the first
quarter when sales and earnings are substantially below the levels realized in
all subsequent quarters of the year.
Segment Sales and Earnings
Segment sales and earnings have been determined on the same basis as used in
prior Form 10-Q reports. Segment earnings are earnings before interest
expense and income taxes and after allocation of corporate expenses and
income, other than "interest income, etc.," (principally interest income
earned on cash items and gains or losses on corporate financing transactions),
and after assignment of equity income to the segment with which it is related
in terms of products and services. Allocations are based primarily on one or
a combination of the following factors: average gross investment, average
equity and sales.
Forward Looking Statements
Certain matters discussed in this report contain forward-looking statements
that are subject to risks and uncertainties that could cause actual results
to differ materially from those projected. These include general business
conditions, competitive factors, pricing, energy costs and other risks and
uncertainties detailed in the Company's periodic reports.
Year 2000 Issue
Vulcan recognizes the importance of year 2000 issues and has made resolution
of these issues a priority by creating a Year 2000 Project Management Office
with the authority and resources to address this issue. The Company's Year
2000 Plan includes five stages - pre-project, planning, preparation,
implementation, and transition -- which will overlap to a significant degree.
The Year 2000 Project Management Office has organized teams at each major
location to research Year 2000 compliance status, implement appropriate
solutions, and conduct testing of computer hardware and network equipment,
computer software, production equipment and instrumentation, and to assist in
identifying key customers and key suppliers. The Company is currently in the
planning, preparation, and implementation stages, assessing internal and
business partner status while continuing to implement necessary changes. The
Company has received some information concerning the Year 2000 status of
critical suppliers, and has solicited information from all significant
suppliers and selected customers. The Company anticipates receiving responses
during the fourth quarter of 1998 that will indicate the extent to which it is
vulnerable to those third parties' failure to remediate their own Year 2000
issues. The Company plans to have implemented corrections to internal systems
that are critical to its operations no later than the end of the second
quarter of 1999. While some non-critical systems may not be addressed until
after December 1999, the Company believes such systems will not disrupt the
Company's operations in a material manner.
The Company currently estimates that the total cost of implementing its Year
2000 Plan will not exceed $5.0 million. This preliminary estimate is based on
presently available information and will be updated as the Company finalizes
its assessment and continues with implementation. In particular, the estimate
may need to be increased once the Company has received feedback from suppliers
and formulated its contingency plan. We expect our business partner readiness
assessment to be completed in April of 1999.
Management believes that the Company's Year 2000 Plan will resolve the issue
in a timely manner. Nevertheless, since it is not possible to anticipate all
possible future outcomes, especially when third parties are involved, there
could be circumstances in which the Company would be unable to take customer
orders, manufacture and ship products, invoice customers or collect payments.
In particular, if third party providers, due to the Year 2000 issue, fail to
provide the Company with components or materials which are necessary to
manufacture its products, with sufficient electrical power and other utilities
to sustain its manufacturing process, or with adequate, reliable means of
transporting its products to its customers, then any such failure could have
a material adverse effect on the business operations and financial performance
of the Company. The amount of potential liability and lost revenue has not
been estimated.
Contingency plans will be finalized in the first quarter of 1999. Most of
calendar year 1999 has been reserved for the final review of all external
interfaces, continued testing of internal systems, and rehearsal of
contingency plans.
RESULTS OF OPERATIONS
Third Quarter 1998 as Compared with Third Quarter 1997
Vulcan's sales, net earnings and earnings per share were at record levels for
the third quarter. Net earnings were $89.9 million, or $2.64 per share
(diluted), as compared with 1997 earnings and earnings per share of $73.3
million and $2.14, respectively. Net earnings and earnings per share were
23% higher than last year.
Third quarter sales in 1998 were $509.5 million, up 7% from last year's total
of $477.9 million. The segment detail of that increase is as follows (amounts
in millions):
Third Quarter Sales
Increase
1998 1997 (Decrease)
Construction Materials $352.2 $319.4 $32.8
Chemicals 157.3 158.5 (1.2)
Total $509.5 $477.9 $31.6
Third quarter Construction Materials sales were up 10% from last year's third
quarter total. Shipments of crushed stone increased 8%. Excluding the impact
of freight to remote distribution yards, the average sales price of crushed
stone increased 4%. Chemicals' sales were marginally below last year's level
as improving prices for caustic soda were more than offset by weaker demand
for chlorine and certain chlorinated derivatives.
Earnings before interest expense and income taxes were $132.1 million as
compared to $102.3 million in the same period last year. The segment detail
of this result is shown in the following summary (amount in millions):
Third Quarter Earnings Before
Interest Expense and Income Taxes
1998 1997 Increase
Construction Materials $112.3 $ 83.5 $28.8
Chemicals 19.0 18.2 .8
Segment earnings * 131.3 101.7 29.6
Interest income, etc. .8 .6 .2
Total $132.1 $102.3 $29.8
* After allocation of corporate expense and income,
other than "interest income, etc." (principally
interest income earned on short-term investment of
funds and gains or losses on corporate financing
transactions), and after assignment of equity income
to the segment with which it is related in terms of
products and services.
The Construction Materials segment reported record third quarter earnings of
$112.3 million, up 35% from 1997 earnings of $83.5 million. In addition to
the effect of higher crushed stone prices and volume, earnings also benefited
from lower operating costs and higher earnings from other products and
services. Earnings for the quarter were 38% above last year after excluding a
$1.8 million gain on the sale of assets in 1998 and a $3.4 million gain on the
sale of a business in 1997. The Chemicals segment recorded third quarter
earnings of $19.0 million, up 5% from last year's third quarter earnings of
$18.2 million. This increase reflects the impact of higher caustic soda
prices and lower raw materials costs more than offsetting the effects of
weaker demand for chlorine and chlorinated derivatives and lower earnings
for Performance Systems.
Selling, administrative and general expenses of $47.1 million decreased 7%
from the 1997 third quarter level. This reflects principally lower accruals
for stock-based incentive compensation costs, charitable contributions, and
legal and administrative expenses.
Other income, net of other charges, was $5.9 million, down from the $7.3
million for the third quarter of 1997. This reduction was due primarily to
the larger aforementioned gain the Construction Materials segment realized
in 1997 on the sale of a business versus the 1998 gain on the sale of assets.
The effective tax rate for the quarter was 31.1%, up from last year's third
quarter rate of 27.1%. The increase reflects principally lower adjustments
referable to tax audits for prior years.
Year-To-Date Comparisons as of September 30, 1998 and September 30, 1997
Vulcan's sales, net earnings and earnings per share were at record levels for
the first nine months of 1998. Net earnings were $196.5 million, or $5.76 per
share (diluted), as compared with 1997 earnings and earnings per share of
$158.0 million and $4.61. Net earnings and earnings per share were up 24% and
25%, respectively, from comparable 1997 results.
Sales of $1,334 million for the first nine months of 1998 increased 5.5% from
the 1997 total of $1,264 million. Sales of the segments are summarized as
follows (amounts in millions):
Sales for the Nine Months
Ended September 30
1998 1997 Increase
Construction Materials $ 854.2 $ 793.0 $61.2
Chemicals 480.1 471.3 8.8
Total $1,334.3 $1,264.3 $70.0
Construction Materials sales were up 8% over 1997. Crushed stone shipments
increased 5%, while prices, exclusive of freight to distribution yards,
increased 4%. Chemicals sales increased nearly 2% as improving prices for
caustic soda and acid and higher demand for certain Performance System
products more than offset the weaker demand in certain chloralkali products.
Pretax earnings for the first nine months of 1998 and 1997 included $2.9
million and $1.5 million, respectively, of reserves related to certain
liabilities associated with the Company's discontinued Metals business. No
additional charges are expected. Consistent with the Company's past practice
for segment reporting these charges have been allocated to the existing
segments.
Earnings before interest expense and income taxes were $292.8 million for the
first nine months of 1998, a 26% increase from 1997. Segment detail is shown
below (amounts in millions):
Earnings Before Interest Expense
and Income Taxes for the
Nine Months Ended September 30
Increase
1998 1997 (Decrease)
Construction Materials $232.3 $173.6 $58.7
Chemicals 57.5 57.9 (.4)
Segment earnings * 289.8 231.5 58.3
Interest income, etc. 3.0 1.4 1.6
Total $292.8 $232.9 $59.9
* After allocation of corporate expense and income,
other than "interest income, etc." (principally
interest income earned on short-term investment of
funds and gains or losses on corporate financing
transactions), and after assignment of equity
income to the segment with which it is related in
terms of products and services.
The Construction Materials segment reported earnings of $232.3 million up 34%
from the $173.6 million for the first nine months of 1997. This $58.7 million
increase included $9.9 million referable to the net effect of special items,
as follows: increased gains from asset sales of $10.8 million offset somewhat
by additional reserves for environmental and related costs of $.9 million.
Excluding these special items, Construction Materials earnings increased 29%
due primarily to the effects of higher crushed stone prices and volume, as
well as lower operating costs and higher earnings from other products and
services. Year-to-date September earnings for the Chemicals' segment of $57.5
million were less than 1% below the prior year's results. Current year results
were adversely impacted by a $4.0 million charge for additional reserves for
environmental and related costs, whereas the prior year results included a
$2.6 million pretax gain from the sale of the Company's chlorine cylinder
repackaging business and only $.5 million referable to additional reserves for
environmental and related costs. Excluding these special items, the
Chemicals' segment earnings increased 10% as compared to year-to-date
September, 1997. This improvement resulted primarily from the improving
caustic soda pricing and lower raw materials costs.
Selling, administrative and general expenses reflected a 1% decrease from the
1997 level with the lower accruals for stock based incentives offsetting the
higher accruals for performance based incentives.
The provision for income taxes during the first nine months was $91.2 million
as compared with 1997's provision of $69.7 million, reflecting a substantial
increase in pretax earnings and to a lesser extent an increase in the
effective tax rate. The effective tax rate for the period was 31.7%, up 1.1%
from last year's rate of 30.6%. The increase reflects principally lower
adjustments referable to tax audits for prior years.
On October 19, 1998, Donald M. James, Chairman and Chief Executive Officer of
Vulcan, made certain statements concerning the Company's earnings outlook.
Excerpts of the relevant press release quoting Mr. James are as follows:
"Vulcan's third quarter results reflect the continued strength of
our markets and the vitality of our businesses.
"In the third quarter, our Construction Materials segment
capitalized on strong demand and operating efficiencies. Crushed
stone shipments exceeded 1997's record third quarter levels by
nearly 8 percent. In addition, crushed stone prices for the
quarter were 4 percent above the third quarter of 1997. Our
recent investments in facilities have also enabled us to meet the
growing demand while continuing to reduce production costs.
Based on our current outlook, we believe that Construction
Materials may set another earnings record in the fourth quarter,
completing a superb year. We are well positioned to benefit from
increased spending for highways under the TEA-21 Highway
Reauthorization Bill which should begin to impact our results in
1999. Additional profitable investment in Construction Materials
continues to be a priority for us.
"Chemicals' third quarter earnings were up 5 percent on slightly
lower sales. Gains in caustic soda pricing and lower raw
materials costs more than offset the decline in demand for
chlorine and certain chlorinated derivatives resulting from the
Asian financial crisis. Despite difficult global market
conditions, year-to-date earnings are on par with the prior
year's results. Full year earnings for Chemicals are expected to
equal or be slightly below last year's level.
"We are confident that 1998 will be our fourth consecutive year
of record earnings."
LIQUIDITY AND CAPITAL RESOURCES
Working Capital
Working capital exclusive of debt and cash items totaled $252.9 million at
September 30, 1998, 57% above the 1997 year-end amount of $161.3 million.
Working capital requirements were increased by higher receivables and
inventories and lower accrued liabilities. Working capital at September 30,
1998 increased 20% from the same date last year as higher receivables and
inventories were augmented by lower accrued liabilities.
The Company's current ratio, which is based on all components of working
capital, including cash and debt items, was 2.7 as of September 30, 1998.
This compares to the 2.3 ratio at both year-end 1997 and September 30, 1997.
Cash Flows
Net cash provided by operations during the first nine months totaled $225.0
million, up slightly from the $221.4 million generated in the same period last
year. The increase reflects higher earnings and depreciation, depletion and
amortization, somewhat offset by the higher working capital requirements.
Cash used for investing activities was $118.9 million, as compared with the
1997 total of $117.8 million. This small increase reflects higher capital
spending mostly offset by higher proceeds from asset sales. Net cash used for
financing activities totaled $124.3 million, up from the 1997 amount of $92.7
million. The increase reflects higher purchases of common stock, higher
dividends and lower net borrowings.
Property Additions
Property additions in the first nine months of 1998 totaled $150.6 million as
compared with $133.0 million in the same period last year.
Short-term Borrowings
Short-term borrowings as of September 30, 1998 and 1997 consisted of notes
payable to banks totaling $2.3 million and $4.5 million, respectively.
Long-term Borrowings
As of September 30, 1998, long-term obligations were 5.5% of long-term capital
and 6.9% of shareholders' equity. The corresponding 1997 percentages were
6.7% and 8.4%.
Common Stock Transactions
Pursuant to the Company's common stock purchase program, 610,700 shares of
common stock were purchased in the first nine months of 1998 at a total cost
of $65.0 million, equal to an average price of $106.44 per share. In the
first nine months of 1997, 608,356 shares were purchased at a total cost of
$41.1 million, or $67.55 per share.
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit 27 - Financial Data Schedule (EDGAR filing only)
(b) Reports on Form 8-K
The Company filed a report on Form 8-K on October 19, 1998
pursuant to which the Company reported under item 5 the
adoption of a Shareholder Rights Plan and declared a dividend
distribution of preference share purchase rights.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
VULCAN MATERIALS COMPANY
Date October 29, 1998 /s/ E. A. Khan
E. A. Khan
Controller
/s/ W. F. Denson, III
W. F. Denson, III
Sr. Vice President - Law and Secretary
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Consolidated Statement of Earnings for the nine months ended September 30,
1998, and the Consolidated Balance Sheet as of September 30, 1998 and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
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<PERIOD-END> SEP-30-1998
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</TABLE>
