<PAGE> 1
As filed with the Securities and Exchange Commission on April 20, 1999
REGISTRATION NO. 333-______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
VULCAN MATERIALS COMPANY
(Exact name of registrant as specified in its charter)
63-0366371
NEW JERSEY (I.R.S. Employer Identification Number)
(State of Incorporation)
1200 URBAN CENTER DRIVE
BIRMINGHAM, ALABAMA 35242
(205) 298-3000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
AMY M. TUCKER, ESQ.
1200 URBAN CENTER DRIVE
BIRMINGHAM, ALABAMA 35242
(205) 298-3000
(205) 298-2960 (FAX)
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As
soon as practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box: [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ] _______________
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ] _______________
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ---------------------------- -------------------- ----------------------- ----------------------- -----------------------
Proposed Maximum Proposed Maximum
Title of Shares to be Amount to be Offering Price Per Aggregate Offering Amount of
Registered Registered Share(1) Price(1) Registration Fee(1)
- ---------------------------- -------------------- ----------------------- ----------------------- -----------------------
<S> <C> <C> <C> <C>
Common Stock, $1.00 par 242,154 shares $42.94 $10,398,092.76 $2,890.67
value per share
- ---------------------------- -------------------- ----------------------- ----------------------- -----------------------
</TABLE>
(1) Pursuant to Rule 457(c), the proposed maximum offering price per share and
registration fee are based upon the average of the high and low prices of the
Registrant's Common Stock on April 16, 1999, as reported on the New York Stock
Exchange.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
================================================================================
<PAGE> 2
PROSPECTUS
VULCAN MATERIALS COMPANY
1200 Urban Center Drive
Birmingham, Alabama 35242
(205) 298-3000
242,154 Shares Of
Common Stock
---------------
This Prospectus relates to 242,154 shares of common stock, $1.00 par
value per share of Vulcan Materials Company. All of the shares were acquired by
the former shareholders (the "selling shareholders") of Rock Products, Inc., an
Arkansas corporation ("Rock Products") from us in connection with our
acquisition of Rock Products. These shares may be officered and sold from time
to time by the selling shareholders. We will not receive any of the proceeds
from the sale of the shares. We will bear the costs relating to the registration
of the shares, which we estimate to be $6,890.67.
Our stock is traded on the New York Stock Exchange under the symbol
"VMC." On April 16, 1999, the last sales price for the Common Stock as reported
on the New York Stock Exchange composite tape was $43.4375 per share.
---------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THE SECURITIES OR DETERMINED WHETHER THIS
PROSPECTUS TO BE TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
---------------
The date of this Prospectus is April 20, 1999.
<PAGE> 3
WHERE YOU CAN FIND MORE INFORMATION ABOUT US
We file annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission. Our SEC filings
are available to the public over the Internet at the SEC's web site at
http://www.sec.gov. You can also read and copy any document we file at the SEC's
public reference room at 450 Fifth Street, N.W., Washington, D.C. Please call
the SEC at 1-800-SEC-0330 for further information on the public reference rooms.
Our common stock is listed on the New York Stock Exchange. You can
inspect the reports and other information we file at the offices of the New York
Stock Exchange, 20 Broad Street, New York, New York 10005.
The SEC allows us to "incorporate by reference" into this prospectus
information contained in the documents we file with the SEC. This means that we
can disclose important information to you by referring you to our SEC filings.
The information contained in our SEC filings is an important part of this
prospectus. Because this information is important, you should read it before you
invest in our common stock. We are incorporating by reference the following
documents which we have filed with the SEC (file number 1-4033):
1. Our annual report on Form 10-K for the year ended December 31,
1998;
2. Our current reports on Form 8-K dated January 19, 1999 and February
11, 1999, and our amended current report on Form 8-K/A dated March 19, 1999; and
3. Our definitive proxy statement for the annual meeting of
shareholders filed on March 31, 1999.
We are also incorporating into this prospectus any documents that we
file the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities
Exchange Act of 1934 after the date of this prospectus. Information contained in
the documents that we file later with the SEC will automatically update and
supersede the information contained in this prospectus or in the documents
listed above. As a result, you should read all of the filings that we make with
the SEC after April 20, 1999.
You may request a copy of these SEC filings, at no cost, by writing or
calling:
William F. Denson, III
Senior Vice President-Law and Secretary
Vulcan Materials Company
1200 Urban Center Drive
Birmingham, Alabama 35242
Telephone: (205) 298-3000
You should rely only on the information that we incorporate by
reference or provide in this prospectus. We have not authorized anyone to give
you different information.
SUMMARY INFORMATION ABOUT VULCAN
We are principally engaged in the production, distribution and sale of
construction materials and industrial and specialty chemicals. We are the
largest producer of construction aggregates in the United States and are one of
the nation's leading producers of chemicals. We have our own operations, and we
also operate though subsidiaries. Our principal executive offices are located at
1200 Urban Center Drive, Birmingham, Alabama 35242, and our telephone number is
(202) 298-3000. A more detailed description of our business and our subsidiaries
is contained in the documents that we have incorporated by reference in this
prospectus, which are listed under the heading "Where You Can Find More
Information About Us."
2
<PAGE> 4
USE OF PROCEEDS
All net proceeds from the sale of the shares covered by this prospectus
will go to the selling shareholders who offer and sell their shares. We will not
receive any proceeds from the sale of the shares by the selling shareholders.
SELLING SHAREHOLDERS AND DISTRIBUTION
All of the shares of common stock registered for sale under this
prospectus are owned by the selling shareholders. All of the shares offered by
the selling shareholders were acquired when we purchased the assets of Rock
Products. The shares held by the selling shareholders do not exceed one percent
of our outstanding shares of common stock. The names of the selling shareholders
and the amount of shares owned by each are set forth in the following table:
<TABLE>
<CAPTION>
Shares Beneficially Owned
Selling Shareholder Prior to Offering (1)
------------------- ---------------------
Number (1) Percent
---------- -------
<S> <C> <C>
Bill Lynwood Johnston, Jr. 154,257 (2)
Benjamin A. Johnston 43,101 (2)
Matthew W. Johnston 44,796 (2)
</TABLE>
1) All share ownership information was provided to us by the selling
shareholders.
(2) Less than 1% of total Vulcan common stock outstanding.
In the past three years, none of the selling shareholders has had a
material relationship with us, except that Bill Johnston is a non-officer
employee of ours.
The selling shareholders may sell the shares in the over-the-counter
market or otherwise, at market prices prevailing at the time of sale, at prices
related to the prevailing market prices, or at negotiated prices. In addition,
the selling shareholders may sell some or all of their shares through:
- a block trade in which a broker-dealer may resell a portion of
the block, as principal, in order to facilitate the
transaction;
- purchase by a broker-dealer, as principal, and resale by the
broker-dealer for its account; or
- ordinary brokerage transactions and transactions in which a
broker solicits purchasers.
When selling the shares, the selling shareholders may enter into
hedging transactions. For example, the selling shareholders may:
- enter into transactions involving short sales of the shares by
broker-dealers;
- sell shares short themselves and redeliver such shares to
close out their short positions;
- enter into option or other types of transactions that require
the selling shareholder to deliver shares to a broker-dealer,
who will then recall or transfer the shares under this
prospectus; or
- loan or pledge the shares to a broker-dealer, who may sell the
loaned shares or, in the event of default, sell the pledged
shares.
The selling shareholders may negotiate and pay broker-dealers
commissions, discounts or concessions for their services. Broker-dealers engaged
by the selling shareholders may allow other broker-dealers to participate in
resales. However, the selling shareholders and any broker-dealers involved in
the sale or resale of the shares may qualify as "underwriters" within the
meaning of the Section 2(a)(11) of the Securities Act of 1933. In addition, the
broker-dealers' commissions, discounts or concessions may qualify as
underwriters'
3
<PAGE> 5
compensation under the 1933 Act. If the selling shareholders qualify as
"underwriters," they will be subject to the prospectus delivery requirements of
Section 5(b)(2) of the 1993 Act.
In addition to selling their shares under this prospectus, the selling
shareholders may:
- agree to indemnify any broker-dealer or agent against certain
liabilities related to the selling of the shares, including
liabilities arising under the 1933 Act;
- transfer their shares in other ways not involving market makers or
established trading markets, including directly by gift,
distribution, or other transfer; or
- sell their shares under Rule 144 of the 1933 Act rather than under
this prospectus, if the transaction meets the requirements of Rule
144.
LEGAL OPINION REGARDING THE SHARES
William F. Denson, III, our Senior Vice President-Law and Secretary,
will issue a legal opinion on our behalf about the validity of the shares
offered by this prospectus. As of February 28, 1999, Mr. Denson beneficially
owned 24,003 shares of our common stock, held awards of 10,890 shares of our
common stock under a long-range performance share plan, held stock options for
the purchase of 77,775 shares of our common stock under a long-term incentive
plan, and held 31,905 shares of our common stock under a thrift plan for
salaried employees.
EXPERTS
The consolidated financial statements and the related financial
statement schedule incorporated in this prospectus by reference from our Annual
Report on Form 10-K for the year ended December 31, 1998, have been audited by
Deloitte & Touche LLP, independent auditors, as stated in their reports, which
are incorporated in this prospectus 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.
4
<PAGE> 6
================================================================================
YOU SHOULD RELY ONLY ON THE INFORMATION THAT WE INCORPORATE BY REFERENCE OR
PROVIDE IN THIS PROSPECTUS AND ANY AMENDMENT. WE HAVE NOT AUTHORIZED ANYONE
ELSE, INCLUDING ANY UNDERWRITER, DEALER OR SALESPERSON, TO GIVE YOU DIFFERENT
INFORMATION. IF ANYONE ELSE GIVES YOU DIFFERENT INFORMATION, YOU SHOULD NOT RELY
ON IT. THIS PROSPECTUS DOES NOT OFFER TO SELL THE SHARES IN ANY CIRCUMSTANCE OR
IN ANY PLACE WHERE IT WOULD BE UNLAWFUL. YOU SHOULD NOT ASSUME THAT THE
INFORMATION IN THIS PROSPECTUS, IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE
ON THE FRONT OF THOSE DOCUMENTS, REGARDLESS OF WHEN THIS PROSPECTUS IS DELIVERED
OR THE SHARES ARE SOLD.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Where You Can Find More Information
About Us ................................................. 2
Summary Information about Vulcan ........................... 2
Use of Proceeds ............................................ 2
Selling Shareholders and Distribution ...................... 3
Legal Opinion Regarding the Shares ......................... 4
Experts .................................................... 4
</TABLE>
================================================================================
================================================================================
VULCAN MATERIALS
COMPANY
242,154 Shares Of
Common Stock
April 20, 1999
================================================================================
<PAGE> 7
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The expenses in connection with the distribution of common stock are
set forth in the following table. All amounts except the Securities and Exchange
Commission registration fee are estimated. We will bear all expenses in
connection with the registration and sale of the shares being offered by the
selling shareholders, except to 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 which
shall be paid by the selling shareholders.
<TABLE>
<S> <C>
Securities and Exchange Commission........................... $2,890.67
Legal fees and expenses...................................... 2,000.00
Accountants' fees and expenses............................... 2,000.00
---------
Total............................................... $6,890.67
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 14A:3-5 of the New Jersey Business Corporation Act empowers a
New Jersey corporation to indemnify present and former directors, officers,
employees or agents of the corporation and certain other specified persons.
Article IV of the By-Laws of the Registrant 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.
II-1
<PAGE> 8
(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.
The Company maintains directors and officers liability insurance which
insures against liabilities that directors and officers of the Company may incur
in such capacities.
II-2
<PAGE> 9
ITEM 16 EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
- ------ ----------------------
<S> <C>
3(i) Certificate of Incorporation (Restated 1988) of the Company
filed as Exhibit 3(a) to the Company's 1998 Form 10-K Annual
Report (File No. 1-4033).*
3(ii) By-laws of the Company, as restated February 2, 1990, and as
last amended February 11, 1998, filed as Exhibit 3(ii) to the
Company's 1998 Form 10-K Annual Report (File No. 1-4033).*
5 Opinion of William F. Denson, III.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of William F. Denson, III (included in Exhibit 5).
24 Powers of Attorney.
</TABLE>
*Incorporated by reference.
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(a) (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 1933;
(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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and
(iii) to include any material information with
respect to the plan of distribution not previously disclosed
in the registration statement or any material change to such
information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and(a)(1)(ii) do
not apply if the registration statement is on Form S-3, Form S-8 or
Form F-3, and the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act
of 1934 that are incorporated by reference in the registration
statement.
II-3
<PAGE> 10
(2) That, for the purpose of determining any liability
under the 1933 Act, 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 the 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.
(4) If the registrant is a foreign private issuer, to
file a post-effective amendment to the Registration Statement to
include any financial statements required by Rule 3-19 of this chapter
at the start of any delayed offering or throughout a continuous
offering. Financial statements and information otherwise required by
Section 10(a)(3) of the 1933 Act need not be furnished, provided, that
the registrant includes in the prospectus, by means of a post-effective
amendment, the financial statements required pursuant to this paragraph
(a)(4) and other information necessary to insure that all other
information in the prospectus is at least as current as the date of
those financial statements. Notwithstanding the foregoing, with respect
to Registration Statements on Form F-3, a post-effective amendment need
not be filed to include financial statements and information required
by Section 10(a)(3) of the 1933 Act or Rule 3-19 of this Chapter if
such financial statements and information are contained in periodic
reports filed with or furnished with the Commission by the registrant
pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference in the Form F-3.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the 1933 Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the 1934 Act
(and, where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the 1934 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 the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
1933 Act 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 Commission such indemnification is
against public policy as expressed in the 1933 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 1933 Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 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, as of April 20, 1999.
VULCAN MATERIALS COMPANY
By: /s/ Donald M. James
------------------------------
Donald M. James
Chairman and Chief Executive Officer
II-4
<PAGE> 11
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated as of April 20, 1999.
<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
/s/ D. M. James Chairman, Chief Executive Officer and Director April 20, 1999
- ------------------------------------- (Principal Executive Officer)
D.M. James
/s/ P. J. Clemens Executive Vice President, Finance and Administration April 20, 1999
- ------------------------------------- and Treasurer
P.J. Clemens, III (Principal Financial Officer)
/s/ E.A. Khan Vice President and Controller April 20, 1999
- ------------------------------------- (Principal Accounting Officer)
E.A. Khan
The following directors:
* Director
- ------------------------------------
Marion H. Antonini
* Director
- ------------------------------------
Livio D. Desimone
* Director
- ------------------------------------
A. Frederick Gerstell
* Director
- ------------------------------------
John K. Greene
* Director
- ------------------------------------
Douglas J. McGregor
* Director
- ------------------------------------
Ann D. McLaughlin
* Director
- ------------------------------------
James V. Napier
* Director
- ------------------------------------
Donald B. Rice
* Director
- ------------------------------------
Herbert A. Sklenar
* Director
- ------------------------------------
Orin R. Smith
*By: /s/ William F. Denson April 20, 1999
-------------------------------
William F. Denson, III
Attorney-in-Fact for each of
the ten directors listed above
</TABLE>
II-5
<PAGE> 12
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
-----------------------------------------------
EXHIBITS FILED WITH
REGISTRATION STATEMENT
ON FORM S-3
UNDER
THE SECURITIES ACT OF 1933
------------------------------------------------
VULCAN MATERIALS COMPANY
1200 Urban Center Drive
Birmingham, Alabama 35242
(205) 298-3000
<PAGE> 1
EXHIBIT 5
April 19, 1999
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Ladies and Gentlemen:
I am Senior Vice President-Law of Vulcan Materials Company (the
"Company") and have acted as counsel to the Company in connection with the
filing by the Company with the Securities and Exchange Commission of a
Registration Statement on Form S-3 ("Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act"), for the registration
of the offer and sale by certain shareholders of the Company of up to 242,154
shares of the Company's common stock, par value $.01 per share (the "Common
Stock").
As counsel for the Company, I am generally familiar with the corporate
affairs of the Company and its subsidiaries, as well as the form of the
prospectus included in the Registration Statement. In furnishing this opinion, I
have examined such corporate and other records as I have deemed necessary or
appropriate to provide a basis for the opinion set forth below. In may
examination, I have assumed the genuineness of all signatures and the
authenticity of all documents submitted to me as original documents, and
conformity to original documents of all documents submitted to me as certified
or photostatic copies.
This opinion is given as of the date hereof and is based upon facts and
conditions presently known and laws and regulations presently in effect.
On the basis of the foregoing, I am of the opinion that, when the
issuance of the Common Stock to the selling shareholders was duly authorized by
appropriate corporation action of the Company and that the Common Stock, when
sold as contemplated in the Registration Statement, will be validly issued,
fully paid and nonassessable.
I hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement, and further
consent to the use of my name under the heading "Legal Opinion Regarding the
Shares" in the Registration Statement.
Very truly yours,
/s/ William F. Denson, III
WFDIII/amm William F. Denson, III
<PAGE> 1
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Vulcan Materials Company on Form S-3 of our reports dated February 5, 1999
(March 10, 1999 as to Note 15B), appearing in and incorporated by reference in
the Annual Report on Form 10-K of Vulcan Materials Company for the year ended
December 31, 1998 and to the reference to us under the heading "Experts" in the
Prospectus, which is part of this Registration Statement.
/s/ DELOITTE & TOUCHE LLP
Birmingham, Alabama
April 16, 1999
<PAGE> 1
EXHIBIT 24
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 the Registration
Statement on Form S-3 relating to the registration of shares issued to the
former shareholders of Rock Products, Inc., and to any and all amendments to
said Registration Statement, including post-effective amendments thereto and all
related documents, said Registration Statement and amendments to be filed with
the Securities and Exchange Commission under the Securities Exchange Act of
1933, as amended.
The undersigned hereby grants to said attorneys full power of
substitution, resubstitution 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 15th day of April, 1999.
/s/ Marion H. Antonini
-----------------------------
Marion H. Antonini
<PAGE> 2
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 the Registration
Statement on Form S-3 relating to the registration of shares issued to the
former shareholders of Rock Products, Inc., and to any and all amendments to
said Registration Statement, including post-effective amendments thereto and all
related documents, said Registration Statement and amendments to be filed with
the Securities and Exchange Commission under the Securities Exchange Act of
1933, as amended.
The undersigned hereby grants to said attorneys full power of
substitution, resubstitution 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 15th day of April, 1999.
/s/ Livio D. DeSimone
------------------------------
Livio D. DeSimone
<PAGE> 3
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 the Registration
Statement on Form S-3 relating to the registration of shares issued to the
former shareholders of Rock Products, Inc., and to any and all amendments to
said Registration Statement, including post-effective amendments thereto and all
related documents, said Registration Statement and amendments to be filed with
the Securities and Exchange Commission under the Securities Exchange Act of
1933, as amended.
The undersigned hereby grants to said attorneys full power of
substitution, resubstitution 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 15th day of April, 1999.
/s/ A. Frederick Gerstell
-------------------------------
A. Frederick Gerstell
<PAGE> 4
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 the Registration
Statement on Form S-3 relating to the registration of shares issued to the
former shareholders of Rock Products, Inc., and to any and all amendments to
said Registration Statement, including post-effective amendments thereto and all
related documents, said Registration Statement and amendments to be filed with
the Securities and Exchange Commission under the Securities Exchange Act of
1933, as amended.
The undersigned hereby grants to said attorneys full power of
substitution, resubstitution 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 15th day of April, 1999.
/s/ John K. Greene
------------------------
John K. Greene
<PAGE> 5
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 the Registration
Statement on Form S-3 relating to the registration of shares issued to the
former shareholders of Rock Products, Inc., and to any and all amendments to
said Registration Statement, including post-effective amendments thereto and all
related documents, said Registration Statement and amendments to be filed with
the Securities and Exchange Commission under the Securities Exchange Act of
1933, as amended.
The undersigned hereby grants to said attorneys full power of
substitution, resubstitution 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 15th day of April, 1999.
/s/ Donald M. James
----------------------------
Donald M. James
<PAGE> 6
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 the Registration
Statement on Form S-3 relating to the registration of shares issued to the
former shareholders of Rock Products, Inc., and to any and all amendments to
said Registration Statement, including post-effective amendments thereto and all
related documents, said Registration Statement and amendments to be filed with
the Securities and Exchange Commission under the Securities Exchange Act of
1933, as amended.
The undersigned hereby grants to said attorneys full power of
substitution, resubstitution 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 15th day of April, 1999.
/s/ Douglas J. McGregor
----------------------------
Douglas J. McGregor
<PAGE> 7
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 the Registration
Statement on Form S-3 relating to the registration of shares issued to the
former shareholders of Rock Products, Inc., and to any and all amendments to
said Registration Statement, including post-effective amendments thereto and all
related documents, said Registration Statement and amendments to be filed with
the Securities and Exchange Commission under the Securities Exchange Act of
1933, as amended.
The undersigned hereby grants to said attorneys full power of
substitution, resubstitution 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 15th day of April, 1999.
/s/ Ann D. McLaughlin
-------------------------
Ann D. McLaughlin
<PAGE> 8
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 the Registration
Statement on Form S-3 relating to the registration of shares issued to the
former shareholders of Rock Products, Inc., and to any and all amendments to
said Registration Statement, including post-effective amendments thereto and all
related documents, said Registration Statement and amendments to be filed with
the Securities and Exchange Commission under the Securities Exchange Act of
1933, as amended.
The undersigned hereby grants to said attorneys full power of
substitution, resubstitution 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 15th day of April, 1999.
/s/ James V. Napier
----------------------------
James V. Napier
<PAGE> 9
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 the Registration
Statement on Form S-3 relating to the registration of shares issued to the
former shareholders of Rock Products, Inc., and to any and all amendments to
said Registration Statement, including post-effective amendments thereto and all
related documents, said Registration Statement and amendments to be filed with
the Securities and Exchange Commission under the Securities Exchange Act of
1933, as amended.
The undersigned hereby grants to said attorneys full power of
substitution, resubstitution 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 15th day of April, 1999.
/s/ Donald B. Rice
-----------------------
Donald B. Rice
<PAGE> 10
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 the Registration
Statement on Form S-3 relating to the registration of shares issued to the
former shareholders of Rock Products, Inc., and to any and all amendments to
said Registration Statement, including post-effective amendments thereto and all
related documents, said Registration Statement and amendments to be filed with
the Securities and Exchange Commission under the Securities Exchange Act of
1933, as amended.
The undersigned hereby grants to said attorneys full power of
substitution, resubstitution 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 15th day of April, 1999.
/s/ Orin R. Smith
------------------------
Orin R. Smith
<PAGE> 11
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 the Registration
Statement on Form S-3 relating to the registration of shares issued to the
former shareholders of Rock Products, Inc., and to any and all amendments to
said Registration Statement, including post-effective amendments thereto and all
related documents, said Registration Statement and amendments to be filed with
the Securities and Exchange Commission under the Securities Exchange Act of
1933, as amended.
The undersigned hereby grants to said attorneys full power of
substitution, resubstitution 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 15th day of April, 1999.
/s/ Herbert A. Sklenar
---------------------------
Herbert A. Sklenar
