AMSOUTH BANCORPORATION
SC 13G/A, 1995-02-13
STATE COMMERCIAL BANKS
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<PAGE>
 
CUSIP No. 929160-10-9                   13G                  Page 1 of 10 pages


                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549


                                 SCHEDULE 13G

                   Under the Securities Exchange Act of 1934

                      (Amendment No.       16     )*
                                     --------------

                           VULCAN MATERIALS COMPANY
                           ------------------------
                               (Name of Issuer)

                                 Common Stock
                                 ------------
                        (Title of Class of Securities)


                                  929160-10-9
                                  -----------
                                (CUSIP Number)

     Check the following box if a fee is being paid with this statement [ ]. (A
     fee is not required only if the filing person: (1) has a previous statement
     on file reporting beneficial ownership of more than five percent of the
     class of securities described in Item 1; and (2) has filed no amendment
     subsequent thereto reporting beneficial ownership of five percent or less
     of such class.) (See Rule 13d-7).

     *The remainder of this cover page shall be filled out for a reporting
     person's initial filing on this form with respect to the subject class of
     securities, and for any subsequent amendment containing information which
     would alter the disclosures provided in a prior cover page.

     The information required in the remainder of this cover page shall not be
     deemed to be "filed" for the purpose of Section 18 of the Securities
     Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
     that section of the Act but shall be subject to all other provisions of the
     Act (however, see the Notes).
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CUSIP No. 929160-10-9                   13G                  Page 2 of 10 pages
 
    ---------------------------------------------------------------------------
    1     NAME OF REPORTING PERSON                                           
          S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                  
                                                                               
                  AmSouth Bancorporation                                       
                  No. 63-0591257                                               
                                                                               
    ---------------------------------------------------------------------------
    2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                     
                                                                               
                                  (a) [ ]                                      
                                  (b) [ ]                                      
                                                                               
    ---------------------------------------------------------------------------
    3     SEC USE ONLY                                                         
                                                                               
    ---------------------------------------------------------------------------
    4     CITIZENSHIP OR PLACE OF ORGANIZATION                                 
                                                                               
                  Delaware                                                     
                                                                               
    ---------------------------------------------------------------------------
                       5    SOLE VOTING POWER                                  
                                                                               
         NUMBER OF                  -0-                                        
                                                                               
          SHARES       --------------------------------------------------------
                       6    SHARED VOTING POWER                                
       BENEFICIALLY                                                            
                                    3,477,958                                  
         OWNED BY                                                              
                       --------------------------------------------------------
           EACH        7    SOLE DISPOSITIVE POWER                             
                                                                               
        REPORTING                   -0-                                        
                                                                               
          PERSON       --------------------------------------------------------
                       8    SHARED DISPOSITIVE POWER                           
           WITH                                                                
                                    2,974,945                                  
                                                                               
    ---------------------------------------------------------------------------
    9     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON         
                                                                               
                                    3,482,160                                  
                                                                               
    ---------------------------------------------------------------------------
    10    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 
                                                                               
    ---------------------------------------------------------------------------
    11    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9                      
                                                                               
                                    9.53%                                      
                                                                               
    ---------------------------------------------------------------------------
    12    TYPE OF REPORTING PERSON                                             
          HC                                                                   
                                                                               
    ---------------------------------------------------------------------------
<PAGE>
 
CUSIP No. 929160-10-9                   13G                  Page 3 of 10 pages

    ---------------------------------------------------------------------------
    1     NAME OF REPORTING PERSON                                             
          S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                    
                                                                               
                  AmSouth Bank of Alabama*                                     
                  No. 63-0073530                                               
                                                                               
    ---------------------------------------------------------------------------
    2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                     
                                                                               
                                  (a) [ ]                                      
                                  (b) [ ]                                      
                                                                               
    ---------------------------------------------------------------------------
    3     SEC USE ONLY                                                         
                                                                               
    ---------------------------------------------------------------------------
    4     CITIZENSHIP OR PLACE OF ORGANIZATION                                 
                                                                               
                  Alabama                                                      
                                                                               
    ---------------------------------------------------------------------------
                       5    SOLE VOTING POWER                                  
                                                                               
         NUMBER OF                  -0-                                        
                                                                               
          SHARES       --------------------------------------------------------
                       6    SHARED VOTING POWER                                
       BENEFICIALLY                                                            
                                    3,474,358                                  
         OWNED BY                                                              
                       --------------------------------------------------------
           EACH        7    SOLE DISPOSITIVE POWER                             
                                                                               
        REPORTING                   -0-                                        
                                                                               
          PERSON       --------------------------------------------------------
                       8    SHARED DISPOSITIVE POWER                           
           WITH                                                                
                                    2,971,345                                  
                                                                               
    ---------------------------------------------------------------------------
    9     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON         
                                                                               
                                    3,478,560                                  
                                                                               
    ---------------------------------------------------------------------------
    10    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 
                                                                               
    ---------------------------------------------------------------------------
    11    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9                      
                                                                               
                                    9.52%                                      
                                                                               
    ---------------------------------------------------------------------------
    12    TYPE OF REPORTING PERSON                                             
                                                                               
          BK                                                                   
                                                                               
    ---------------------------------------------------------------------------
    *Successor by conversion to AmSouth Bank N.A.                              
<PAGE>
CUSIP No.929160-10-9                  13G                 Page 4 of 10 pages


 
                               AMENDMENT NO. 16
                                      TO
                                 STATEMENT ON
                                 SCHEDULE 13G
                                FILED WITH THE
                      SECURITIES AND EXCHANGE COMMISSION
                                 ON BEHALF OF
                            AMSOUTH BANCORPORATION
                                      AND
                            AMSOUTH BANK OF ALABAMA

                Report for the Calendar Year Ended December 31, 1994

     Item 1(a)       Name of Issuer:
     ---------
                     Vulcan Materials Corporation

     Item 1(b)       Address of Issuer's Principal Executive Offices:
     ---------
                     One Metroplex Drive
                     Birmingham, Alabama  35209

     Item 2(a)       Name of Persons Filing:
     ---------
                     AmSouth Bancorporation
                     AmSouth Bank of Alabama
        
     Item 2(b)       Address of Principal Business Office:
     ---------
                     AmSouth Bancorporation
                        1400 AmSouth/Sonat Tower
                        Birmingham, Alabama  35203

                     AmSouth Bank of Alabama
                        AmSouth/Sonat Tower
                        Birmingham, Alabama  35203

                
     Item 2(c)       Citizenship:
     ---------
                     AmSouth Bancorporation is a Delaware corporation. AmSouth
                     Bank of Alabama is a bank organized under the laws of the
                     State of Alabama.

     Item 2(d)       Title of Class of Securities:
     ---------
                     Common stock

     Item 2(e)       CUSIP Number:  929160-10-9
     ---------

     Item 3.         If this Statement is filed pursuant to Rules 13d-1(b) or
     -------         13d-2(b), check whether the person filing is a:

                     (a)   [ ]    Broker or Dealer registered under Section 15
                                  of the Act
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CUSIP No. 929160-10-9                   13G                  Page 5 of 10 pages


                (b)   [ X]   Bank as defined in Section 3(a)(6) of the Act
                      
                (c)   [ ]    Insurance Company as defined in Section 
                             3(a)(19) of the Act
                      
                (d)   [ ]    Investment Company registered under Section 8 of
                             the Investment Company Act
                      
                (e)   [ ]    Investment Adviser registered under Section 203
                             of the Investment Advisers Act of 1940
                      
                (f)   [ ]    Employee Benefit Plan, Pension Fund which is
                             subject to the provisions of the Employee
                             Retirement Income Security Act of 1974 or
                             Endowment Fund; see Section 240.13d-
                             1(b)(1)(ii)(F)
                      
                (g)   [ X]   Parent Holding Company, in accordance with
                             Section 240.13d-1(b)(1)(ii)(G)
                      
                (h)   [ ]    Group, in accordance with Section 240.13d-1(b)
                             (1)(ii)(H)

     Item 4.         Ownership
     -------
                     (a)   Amount Beneficially Owned:

                                AmSouth Bancorporation:    3,482,160
                                AmSouth Bank of Alabama:   3,478,560

                     (b)   Percent of Class:

                                AmSouth Bancorporation:    9.53%
                                AmSouth Bank of Alabama:   9.52%

                     (c)   Number of shares as to which such person has:

                           (i)     sole power to vote or to direct the vote:

                                              -0-

                           (ii)    shared power to vote or direct the vote:

                                              AmSouth Bancorporation:  3,477,958
                                              AmSouth Bank of Alabama: 3,474,358

                           (iii)   sole power to dispose of or to direct the 
                                   disposition of:

                                              -0-

                           (iv)    shared power to dispose of or to direct the 
                                   disposition of:

                                             AmSouth Bancorporation:   2,974,945
                                             AmSouth Bank of Alabama:  2,971,345
<PAGE>
 
CUSIP No. 929160-10-9                   13G                  Page 6 of 10 pages


                      Pursuant to Rule 13d-4, it is hereby declared that the
      filing of this Statement shall not be construed as an admission that
      AmSouth Bancorporation or AmSouth Bank of Alabama is, for the purpose of
      Sections 13(d) or 13(g) of the Securities Exchange Act of 1934, the
      beneficial owner of any securities covered by this Statement.

      Item 5.         Ownership of Five Percent or Less of a Class   
      -------                                                        
                      Not applicable                                 
                                                                     
      Item 6.         Ownership of More than Five Percent on Behalf of Another
      -------         Person
                      
     
                 All of the shares covered by this Statement are held by trusts
      and estates of which AmSouth Bancorporation's subsidiaries, AmSouth Bank
      of Alabama or AmSouth Bank of Florida, is a fiduciary. No single one of
      these trusts and estates holds as much as five percent of the class.
      Generally, under the terms of the instrument establishing each such trust
      or estate, dividends on and proceeds from the sale of securities held by
      the trust or estate are paid to it, with distribution of any such amounts
      to beneficiaries thereof being made from the trust or estate pursuant to
      the terms of the governing instrument.

      Item 7.         Identification and Classification of the Subsidiary Which
      -------         Acquired the Security Being Reported on by the Parent
                      Holding Company
                      
                      See Exhibit 1. 
                                     
      Item 8.         Identification and Classification of Members of the Group
      -------          
                      Not applicable.   
                                       
      Item 9.         Notice of Dissolution of the Group    
      -------                                               
                      Not applicable.                       
                                                            
      Item 10.        Certification                         
      --------                                              
                                                            
                      By signing below I certify that, to the best of my
      knowledge and belief, the securities referred to above were acquired in
      the ordinary course of business, and were not acquired for the purpose of,
      and do not have the effect of, changing or influencing the control of the
      issuer of such securities, and were not acquired in connection with or as
      a participant in any transaction having such purposes or effect.
<PAGE>
 
CUSIP No. 929160-10-9                   13G                  Page 7 of 10 pages


    Signatures:         
    -----------         
                    After reasonable inquiry and to the best of my knowledge and
    belief, I certify that the information set forth in this Statement is true,
    complete and correct.
    
    February 13, 1995
    -----------------
    Date                       
                               
    AMSOUTH BANCORPORATION     
                               
                               
                               
    By: /s/ Carl L. Gorday        
        ------------------------- 
        Signature                
                                 
    Carl L. Gorday, Assistant Secretary 
    ----------------------------------- 
    Name/Title                          

<PAGE>
 
CUSIP No. 929160-10-9                   13G                  Page 8 of 10 pages


                    After reasonable inquiry and to the best of my knowledge and
    belief, I certify that the information set forth in this Statement is true,
    complete and correct. 




    February 13, 1995
    -----------------
    Date                    
                            
                            
                            
                            
    AMSOUTH BANK OF ALABAMA 
                            
                            
                            
    By: /s/ Carl L. Gorday
        ------------------------------
        Signature                       
                                        
                                        
    Carl L. Gorday, Vice President      
    ------------------------------      
    Name/Title                          


<PAGE>
 
CUSIP No. 929160-10-9                   13G                  Page 9 of 10 pages


                                   EXHIBIT 1
                                      TO
                               AMENDMENT NO. 16
                                      TO
                                 STATEMENT ON
                                 SCHEDULE 13G
                                FILED WITH THE
                      SECURITIES AND EXCHANGE COMMISSION
                                 ON BEHALF OF
                            AMSOUTH BANCORPORATION
                                      AND
                            AMSOUTH BANK OF ALABAMA

                Report for the Calendar Year Ended December 31, 1994


                The securities covered by this Statement are held in a fiduciary
     capacity by the following subsidiaries of AmSouth Bancorporation, which are
     banks as defined in Section 3(a)(6) of the Securities Exchange Act of 1934,
     and classified in Item 3(b) of Schedule 13G:


                                           AmSouth Bank of Alabama 
                                           AmSouth Bank of Florida
             

<PAGE>
 
CUSIP No. 929160-10-9                   13G                 Page 10 of 10 pages


                                   EXHIBIT 2
                                      TO
                               AMENDMENT NO. 16
                                      TO
                                 STATEMENT ON
                                 SCHEDULE 13G
                                FILED WITH THE
                      SECURITIES AND EXCHANGE COMMISSION
                                 ON BEHALF OF
                            AMSOUTH BANCORPORATION
                                      AND
                            AMSOUTH BANK OF ALABAMA


                Report for the Calendar Year Ended December 31, 1994

        
                The undersigned, AmSouth Bancorporation and AmSouth Bank of
     Alabama, hereby agree that the foregoing Statement on Schedule 13G is filed
     on behalf of each of them.


                            AMSOUTH BANCORPORATION



                            By: /s/ Carl L. Gorday
                                ---------------------------------------- 
                                Carl L. Gorday, Assistant Secretary



                            AMSOUTH BANK OF ALABAMA



                            By: /s/ Carl L. Gorday
                                ---------------------------------------- 
                                Carl L. Gorday, Vice President



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