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Rule 424(b)(4)
Registration No. 333-50507
PROSPECTUS
384,092 SHARES
Vulcan Materials Company
Common Stock
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This Prospectus relates to 384,092 shares (the "Shares") of Common Stock,
$1.00 par value per share (the "Common Stock"), of Vulcan Materials Company, a
New Jersey corporation (the "Company"). All of the Shares were acquired by
certain shareholders (the "Selling Shareholders") from the Company in connection
with the Company's acquisition of C.W. Matthews Quarries, Inc., a Georgia
corporation ("C.W. Matthews"). See "Selling Shareholders" below.
All or a portion of the Shares may be offered by the Selling Shareholders
from time to time (i) in transactions (which may include block transactions) on
the New York Stock Exchange or such other national securities exchange or
automated interdealer quotation system on which shares of the Company's Common
Stock are then traded, (ii) in negotiated transactions, or (iii) by a
combination of such methods of sale, at fixed prices, which may be changed, at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices, or at negotiated prices. The Selling Shareholders may
effect such transactions by selling the Shares directly to purchasers or through
underwriters, agents or broker-dealers, and any such underwriters, agents or
broker-dealers may receive compensation in the form of discounts, concessions or
commissions from the Selling Shareholders and/or the purchasers of the Shares
for whom such underwriters, agents or broker-dealers may act as agents or to
whom they may sell as principals, or both (which compensation as to a particular
underwriter, agent or broker-dealer might be in excess of customary
compensation). See "Selling Shareholders" and "Sale of Shares." The Company will
bear all expenses in connection with the registration and sale of the Shares
being offered by the Selling Shareholders, except the expenses related to
special audits incident to or required by this registration, discounts,
concessions or commissions to underwriters, agents or broker-dealers and fees
and expenses of counsel beyond one counsel for all Selling Shareholders not to
exceed five thousand dollars and other advisors to the Selling Shareholders.
The Common Stock is traded on the New York Stock Exchange under the symbol
"VMC." On July 6, 1998, the last sales price for the Common Stock as reported
on the New York Stock Exchange composite tape was $110.3125 per share.
_______________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
_______________________
The date of this Prospectus is July 7, 1998.
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DOCUMENTS INCORPORATED BY REFERENCE
The following documents have been filed by the Company with the Securities
and Exchange Commission ("Commission") pursuant to the Securities Exchange Act
of 1934, as amended (the "Exchange Act") and are incorporated herein by
reference:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997.
2. The description of the Company's Common Stock contained in the
Company's Registration Statement filed pursuant to Section 12(b) of the Exchange
Act.
In addition, all documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date hereof and prior to the
termination of the offering hereunder shall be deemed to be incorporated by
reference in this Prospectus and to be part hereof from the date of filing of
such documents. Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for all purposes to the
extent that a statement contained herein or in any other subsequently filed
document which is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as modified or superseded, to constitute a part of this
Prospectus.
The Company will provide without charge to each person, to whom a copy of
this Prospectus is delivered, upon the written or oral request of such person, a
copy of any and all of the documents incorporated by reference (not including
the exhibits to such documents, unless such exhibits are specifically
incorporated by reference in such documents). Requests for such copies should be
directed to Mr. William F. Denson, Vulcan Materials Company, One Metroplex Drive
Creek, Birmingham, Alabama 35209, or by telephone at (205) 877-3000.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Exchange
Act, and in accordance therewith files reports, proxy and information statements
and other information with the Commission. Such reports, proxy and information
statements and other information filed by the Company with the Commission can be
inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549; and at
the Commission's Northeast Regional Office, 7 World Trade Center, Suite 1300,
New York, New York 10048, and Midwest Regional Office, Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of such
material can also be obtained at prescribed rates from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Washington D.C. 20549. The
Commission maintains a Web site that contains reports, proxy and information
statements and other information regarding registrants such as the Company that
file electronically with the Commission. Such reports, proxy and information
statements and other information may be found on the Commission's site address,
http://www.sec.gov. In addition, such reports, proxy and information statements
and other information concerning the Company may be inspected at the offices of
the New York Stock Exchange, 20 Broad Street, New York, New York 10005.
The Company has filed a Registration Statement on Form S-3 (together with
all amendments and exhibits filed or to be filed in connection therewith, the
"Registration Statement") with the Commission pursuant to the Securities Act of
1933, as amended (the "Securities Act"), of which this Prospectus forms a part.
This Prospectus does not contain all the information set forth in the
Registration Statement, certain parts of which are omitted in accordance with
the rules and regulations of the Commission. Such additional information may be
obtained from the Commission's principal office in Washington, D.C. Statements
contained or incorporated by reference herein concerning the provisions of
documents are necessarily summaries of such documents, and each statement is
qualified in its entirety by reference to the copy of the applicable document
filed with the Commission.
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THE COMPANY
Vulcan Materials Company, a New Jersey corporation incorporated in 1956,
and its subsidiaries (together called the "Company") are principally engaged in
the production, distribution and sale of construction materials and industrial
and specialty chemicals.
The Company's principal executive offices are located at One Metroplex
Drive, Birmingham, Alabama 35209, and its telephone number is (205) 877-3000.
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SELLING SHAREHOLDERS
The Company issued 384,092 shares of Common Stock to the Selling
Shareholders on May 1, 1998 (the "Shares"), pursuant to the terms of the Asset
Purchase Agreement and Plan of Reorganization (the "Asset Purchase Agreement")
dated September 29, 1997, by and among C.W. Matthews, the shareholders of C.W.
Matthews and the Company, as amended by the First Amendment to the Asset
Purchase Agreement dated December 19, 1997, the Second Amendment to the Asset
Purchase Agreement dated January 15, 1998, and the Third Amendment to the Asset
Purchase Agreement dated May 1, 1998 (collectively, the "C.W. Matthews
Acquisition"), under which the Company acquired certain assets of C.W. Matthews,
including the rights to the Bellwood and Rockmart Quarries (as therein defined)
in consideration for the Shares. In connection with the C.W. Matthews
Acquisition, the Company entered into a Registration Rights Agreement (the
"Registration Rights Agreement") dated May 1, 1998, with the Selling
Shareholders pursuant to which the Company agreed to file a registration
statement with the Commission to register the Shares for resale by the Selling
Shareholders. The Registration Statement of which this Prospectus is a part was
filed with the Commission pursuant to the Registration Rights Agreement. In
connection with the C.W. Matthews Acquisition, the Company entered into an
Escrow Agreement (the "Escrow Agreement") dated May 1, 1998, with C.W. Matthews
and the Selling Shareholders pursuant to which 10,293 shares of Common Stock
(the "Escrow Shares") will be held in escrow by Sun Trust Bank, Atlanta, the
escrow agent, until either (a) the Company fails by October 30, 2004 to apply
for, or obtains (i) a certificate of zoning compliance, (ii) a land disturbance
permit or (iii) a building permit authorizing the construction of a plant on the
Bellwood Quarry property, in which case the Escrow Shares will be disbursed to
the Selling Shareholders, or (b) May 1, 2005, in which case the Escrow Shares
will be disbursed to the Company.
The following table sets forth (i) the name of each of the Selling
Shareholders, and (ii) the number of shares of Common Stock beneficially owned
by each Selling Shareholder prior to the offering.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED
Prior to Offering
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SELLING SHAREHOLDER NUMBER (1) PERCENT
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<S> <C> <C>
Robert E. Matthews.............................................. 277,393(2) 1%
James C. Scott, Jr.............................................. 24,543(3) *
Q. William Hammack, Jr.......................................... 24,543(4) *
Charles Matthews Subchapter S Trust
U/A December 12, 1994......................................... 25,081(5) *
Mary Matthews Burton Subchapter S
Trust U/A December 12, 1994................................... 25,120(6) *
Luke Doran Burton Subchapter S Trust
U/A December 12, 1994......................................... 4,533(7) *
Michael Scott Matthews Subchapter S
Trust U/A May 22, 1995........................................ 2,727(8) *
Katherine Dawn Matthews Subchapter
S Trust U/A February 14, 1997................................. 1,152(9) *
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*Less than 1%
(1) All share ownership information was provided to the Company by the Selling Shareholders.
(2) Robert E. Matthews owned 1,000 shares of Common Stock prior to the closing of the C.W. Matthews Acquisition.
Of his 277,393 shares of Common Stock, 7,407 shares are held in escrow under the Escrow Agreement.
(3) Of his 24,543 shares of Common Stock, 658 shares are held in escrow under the Escrow Agreement.
(4) Of his 24,543 shares of Common Stock, 658 shares are held in escrow under the Escrow Agreement.
(5) Of its 25,081 shares of Common Stock, 672 shares are held in escrow under the Escrow Agreement.
(6) Of its 25,120 shares of Common Stock, 673 shares are held in escrow under the Escrow Agreement.
(7) Of its 4,533 shares of Common Stock, 121 shares are held in escrow under the Escrow Agreement.
(8) Of its 2,727 shares of Common Stock, 73 shares are held in escrow under the Escrow Agreement.
(9) Of its 1,152 shares of Common Stock, 31 shares are held in escrow under the Escrow Agreement.
</TABLE>
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SALE OF SHARES
The Shares may be sold from time to time by the Selling Shareholders, or by
pledgees, donees, transferees or other successors in interest. Such sales may be
made from time to time (i) in transactions (which may include block sales) on
the New York Stock Exchange or such other national securities exchange or
automated interdealer quotation system on which shares of Common Stock are then
listed, (ii) in negotiated transactions, or (iii) through a combination of such
methods of sale, at fixed prices, which may be changed, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices, or at negotiated prices. The Shares may be sold directly to purchasers
or through underwriters, agents or broker-dealers by one or more of the
following: (a) ordinary brokerage transactions and transactions in which the
broker solicits purchasers; (b) purchases by a broker or dealer as principal and
resale by such broker or dealer for its account pursuant to this Prospectus; (c)
a block trade in which the broker or dealer so engaged will attempt to sell the
Shares as agent but may position and resell a portion of the block as principal
to facilitate the transaction; (d) an exchange distribution in accordance with
the rules of the exchange or automated interdealer quotation system on which the
Common Stock is then listed; and (e) through the writing of options on the
Shares. Any such underwriters, agents or broker-dealers may receive compensation
in the form of discounts, concessions or commissions from the Selling
Shareholders and/or the purchasers of the Shares for which such underwriters,
agents or broker-dealers may act as agents or to whom they sell as principals,
or both (which compensation as to an underwriter, agent or particular broker-
dealer will be negotiated prior to the sale and may be in excess of customary
compensation). If required by applicable law at the time a particular offer of
Shares is made, the terms and conditions of such transaction will be set forth
in a Prospectus Supplement to this Prospectus. In addition, any Shares covered
by this Prospectus which qualify for sale pursuant to Rule 144 under the
Securities Act may be sold under Rule 144 rather than pursuant to this
Prospectus.
The Selling Shareholders and any underwriters, agents or broker-dealers who
act in connection with the sale of the Shares hereunder may be deemed to be
"underwriters" within the meaning of Section 2(11) of the Securities Act, and
any compensation received by them might be deemed to be underwriting discounts
and commissions under the Securities Act.
Under agreements that the Selling Shareholders and the Company may enter
into, each underwriter and each person who controls any underwriter may be
entitled to indemnification by the Selling Shareholders and the Company against
all claims, losses, damages and liabilities (or actions in respect thereof)
arising out of or based on any untrue statement (or alleged untrue statement) of
a material fact contained in any prospectus, offering circular or other document
(including any related registration statement, notification or the like)
incident to the registration or qualification of the shares, or based on any
omission (or alleged omission) to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, or
any violation by the Company of the Securities Act or the Exchange Act or any
rule or regulation thereunder applicable to the Company and relating to action
or inaction required of the Company in connection with the registration or
qualification of the shares. The Selling Shareholders and the Company have
agreed to indemnify each other against all claims, losses, damages and
liabilities (or actions in respect thereof) arising out of or based on any
untrue statement (or alleged untrue statement) of a material fact contained in
any prospectus, offering circular or other document (including any related
registration statement, notification or the like) incident to the registration
or qualification of the shares, or based on any omission (or alleged omission)
to state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, or any violation by the Company of
the Securities Act or the Exchange Act or any rule or regulation thereunder
applicable to the Company and relating to action or inaction required of the
Company in connection with the registration or qualification of the shares. The
Company will bear all expenses in connection with the registration and sale of
the Shares being offered by the Selling Shareholders, except the expenses
related to special audits incident to or required by this registration,
discounts, concessions or commissions to underwriters, agents or broker-dealers
and fees and expenses of counsel beyond one counsel for all Selling Shareholders
not to exceed five thousand dollars and other advisors to the Selling
Shareholders.
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LEGAL MATTERS
Certain legal matters in connection with the Common Stock offered hereby
will be passed upon for the Company by Alston & Bird LLP, Atlanta, Georgia.
EXPERTS
The consolidated financial statements and the related financial statement
schedule incorporated in this prospectus by reference from the Company's Annual
Report on Form 10-K for the year ended December 31, 1997 have been audited by
Deloitte & Touche LLP, independent auditors, as stated in their reports, which
are incorporated herein by reference, and have been so incorporated in reliance
upon the reports of such firm given upon their authority as experts in
accounting and auditing.
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No dealer, salesperson or any other person has been authorized to give any
information or to make any representations other than those contained in this
Prospectus, and if given or made, such information or representations must not
be relied upon as having been authorized by the Company or the Selling
Shareholders. This Prospectus does not constitute an offer to sell, or a
solicitation of an offer to buy, to any person in any jurisdiction in which such
offer to sell or solicitation is not authorized, or in which the person making
such offer or solicitation is not qualified to do so, or to any person to whom
it is unlawful to make such offer or solicitation. Neither the delivery of this
Prospectus nor any sale made hereunder shall, under any circumstances, create
any implication that the information contained herein is correct as of any time
subsequent to the date hereof.
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TABLE OF CONTENTS
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<CAPTION>
PAGE
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<S> <C>
DOCUMENTS INCORPORATED BY REFERENCE........................................ 2
AVAILABLE INFORMATION...................................................... 2
THE COMPANY................................................................ 3
SELLING SHAREHOLDERS....................................................... 4
SALE OF SHARES............................................................. 5
LEGAL MATTERS.............................................................. 6
EXPERTS.................................................................... 6
</TABLE>
384,092 SHARES
VULCAN MATERIALS
COMPANY
COMMON STOCK
JULY 7, 1998
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