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Previous: VULCAN MATERIALS CO, 10-Q, EX-3, 2000-10-30 |
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As filed with the Securities and Exchange Commission on October 30, 2000 |
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Registration No. 333-______ |
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FORM S-3 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 ________________ VULCAN MATERIALS COMPANY (Exact name of registrant as specified in its charter) |
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NEW JERSEY |
63-0366371 |
1200 Urban Center Drive 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) |
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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. [_] |
CALCULATION OF REGISTRATION FEE |
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Proposed Maximum Offering Price Per Share(1) |
Proposed Maximum Aggregate Offering Price(1) |
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Common Stock, $1.00 par value per share |
31,482 shares |
$38.53 |
$1,213,001.46 |
$337.21 |
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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 of Omnikem Incorporated, a Georgia corporation ("Omnikem")
from us in connection with our acquisition of Omnikem. These shares may be offered 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 $2,300.00. |
The date of this Prospectus is October 30, 2000. |
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):
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Our annual report on Form 10-K for the year ended December 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 October 30, 2000.
You may request a copy of these SEC filings, at no cost, by writing or calling:
William F. Denson, III |
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.
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."
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 Omnikem. 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:
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Shares Beneficially Owned |
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Number(1) |
Percent |
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Alan Cantor |
2596 |
(2) |
(1)All share ownership information was provided to us by the selling shareholders. |
In the past three years, none of the selling shareholders has had a material relationship with us.
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:
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a block trade in which a broker-dealer may resell a portion of the block, as principal, in order to facilitate the transaction; |
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When selling the shares, the selling shareholders may enter into hedging transactions. For example, the selling shareholders may: |
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enter into transactions involving short sales of the shares by broker-dealers; |
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' 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:
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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; |
LEGAL OPINION REGARDING THE SHARES |
William F. Denson, III, our General Counsel, will issue a legal opinion on our behalf about the validity of the shares offered by this prospectus. As of
October 9, 2000, Mr. Denson beneficially owned 22,457 shares of our common stock, held exercisable stock options for the purchase of 37,370 shares of our common stock under a long-term incentive plan, and held 35,199 shares of our common stock under a
thrift plan for salaried employees and an excess benefit plan.
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, 1999, 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.
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TABLE OF CONTENTS |
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Where You Can Find More Information |
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PART II |
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INFORMATION NOT REQUIRED IN PROSPECTUS |
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Item 14. Other Expenses of Issuance and Distribution |
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Securities and Exchange Commission |
$337.21 |
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Item 15. Indemnification of Directors and Officers |
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(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: |
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(i) any person who is or was a director, officer, employee or agent of the corporation; |
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(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. |
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(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. |
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(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. |
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(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. |
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(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. |
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(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. |
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The Company maintains directors and officers liability insurance which insures against liabilities that directors and officers of the Company may incur in such capacities. |
Item 16 Exhibits |
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Exhibit |
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3(i) |
Certificate of Incorporation (Restated 1988) of the Company filed as Exhibit 3(i) to the Company's 1998 Form 10-K Annual Report (File No. 1-4033).* |
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Item 17 Undertakings. |
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(a) (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
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(i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; |
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(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. |
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(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. |
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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 October 30, 2000. |
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VULCAN MATERIALS COMPANY |
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By: /s/ Donald M. James |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities indicated as of October 30, 2000.
Signature |
Title |
Date |
/s/ D. M. James D. M. James |
Chairman, Chief Executive |
October 30, 2000 |
/s/ P. J. Clemens, III |
Executive Vice President, Finance |
October 30, 2000 |
/s/ E. A. Khan E. A. Khan |
Vice President, Controller |
October 30, 2000 |
The following directors: |
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/s/ William F. Denson, III Attorney-in-Fact For Each of the Directors Listed Above |
October 30, 2000 |
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 |
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