SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 19, 1998
VULCAN MATERIALS COMPANY
(Exact name of registrant as specified in its charter)
New Jersey
(State or other jurisdiction of incorporation)
1-4033 63-0366371
(Commission File Number) (I.R.S. Employer Identification Number)
One Metroplex Drive, Birmingham, Alabama
(Address of principal executive offices)
Registrant's telephone number, including area code (205) 877-3000
Item 5. Other Events
On October 19, 1998, Vulcan Materials Company issued the following
press release:
VULCAN MATERIALS COMPANY ADOPTS SHAREHOLDER
RIGHTS PLAN AND DECLARES DIVIDEND DISTRIBUTION
OF PREFERENCE SHARE PURCHASE RIGHTS
Birmingham, Alabama, October 19, 1998 - Vulcan Materials Company announced
that the Board of Directors has adopted a shareholder rights plan and declared
a dividend distribution of one preference share purchase right on each
outstanding share of Vulcan Materials Company common stock.
Donald M. James, Chairman and Chief Executive Officer of Vulcan Materials
Company, stated: "Earlier today, the Company announced record earnings for the
third quarter and indicated that it expects 1998 to be its fourth consecutive
year of record earnings. The adoption of the shareholder rights plan grew out
of a recent review of the Company's governance structure by the Board, and was
not adopted in response to performance issues or any takeover threat. Many
companies have such plans. Over 2,000 companies, including over 55% of the
S & P 500 companies, have issued rights to protect their shareholders against
abusive acquisition tactics.
"Several recent studies have demonstrated that companies with rights plans
have received higher takeover premiums than companies without rights plans.
The rights are designed to assure that all of the Company's shareholders
receive fair and equal treatment in the event of any proposed takeover of the
Company and to guard against abusive tactics to gain control of the Company
without paying all shareholders a premium for that control."
The rights are intended to enable the shareholders of the Company to
realize the long-term value of their investment in the Company. The rights
will be exercisable only if a person or group acquires 15% or more of the
Company's common stock or announces a tender offer, the consummation of which
would result in ownership by a person or group of 15% or more of the common
stock. Prior to the acquisition by a person or group of beneficial ownership
of 15% or more of the Company's common stock, the rights are redeemable for
one cent per right at the option of the Board of Directors.
The dividend distribution will be made on October 30, 1998, payable to
shareholders of record on that date, and is not taxable to shareholders.
The rights will expire on December 31, 2008.
Vulcan is a producer of industrial materials with significant positions
in two industries. It is the nation's foremost producer of construction
aggregates and a leading chemicals manufacturer, supplying chloralkali and
other industrial chemicals principally to the chemical, pulp and paper,
water management, food processing and textile industries.
- END -
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 hereunto duly authorized.
VULCAN MATERIALS COMPANY
/s/ William F. Denson, III
William F. Denson, III
Senior Vice President, Law and Secretary
Date: October 19, 1998
