<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 17 )*
-------------------
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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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
-0-
NUMBER OF ______________________________________________________
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 3,431,662
EACH ______________________________________________________
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
______________________________________________________
8 SHARED DISPOSITIVE POWER
2,943,992
_________________________________________________________________________
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,435,927
_________________________________________________________________________
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
_________________________________________________________________________
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.8%
_________________________________________________________________________
12 TYPE OF REPORTING PERSON
HC
_________________________________________________________________________
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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
-0-
NUMBER OF ______________________________________________________
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 3,425,362
EACH ______________________________________________________
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
______________________________________________________
8 SHARED DISPOSITIVE POWER
2,940,392
_________________________________________________________________________
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,429,627
________________________________________________________________________
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
________________________________________________________________________
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.8%
_______________________________________________________________________
12 TYPE OF REPORTING PERSON
BK
_______________________________________________________________________
<PAGE>
AMENDMENT NO. 17
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, 1995
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:
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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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(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: 3,435,927
AmSouth Bank of Alabama: 3,429,627
(b) Percent of Class:
AmSouth Bancorporation: 9.8%
AmSouth Bank of Alabama: 9.8%
(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: 3,431,662
AmSouth Bank of Alabama: 3,425,362
(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: 2,943,992
AmSouth Bank of Alabama: 2,940,392
<PAGE>
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,
AmSouth Bank of Florida or AmSouth Bank of Tennessee, 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.
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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, 1996
- -----------------
Date
AMSOUTH BANCORPORATION
By: /s/ Carl L. Gorday
-------------------------------
Signature
Carl L. Gorday, Assistant Secretary
-----------------------------------
Name/Title
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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, 1996
- -----------------
Date
AMSOUTH BANK OF ALABAMA
By: /s/ Carl L. Gorday
--------------------------------
Signature
Carl L. Gorday, Vice President
------------------------------
Name/Title
<PAGE>
EXHIBIT 1
TO
AMENDMENT NO. 17
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, 1995
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
AmSouth Bank of Tennessee
<PAGE>
EXHIBIT 2
TO
AMENDMENT NO. 17
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, 1995
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
