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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. 18 )*
------------------
VULCAN MATERIALS COMPANY
------------------------
(Name of Issuer)
Common Stock
------------
(Title of Class of Securities)
929160-10-9
-----------
(CUSIP Number)
*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
-0-
NUMBER OF --------------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 3,345,918
EACH --------------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
--------------------------------------------------------
8 SHARED DISPOSITIVE POWER
2,876,473
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,358,718
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.7%
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
HC
- --------------------------------------------------------------------------------
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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
-0-
NUMBER OF --------------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 3,339,718
EACH --------------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
--------------------------------------------------------
8 SHARED DISPOSITIVE POWER
2,872,873
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,352,518
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.7%
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
BK
- --------------------------------------------------------------------------------
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CUSIP No. 929160-10-9 13G Page 4 of 10 pages
AMENDMENT NO. 18
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, 1996
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) (Note: See Item 7)
(h) [_] Group, in accordance with Section 240.13d-1(b)(1)(ii)(H)
Item 4 Ownership
------
(a) Amount Beneficially Owned:
AmSouth Bancorporation: 3,358,718
AmSouth Bank of Alabama: 3,352,518
(b) Percent of Class:
AmSouth Bancorporation: 9.7%
AmSouth Bank of Alabama: 9.7%
(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: 3,345,918
AmSouth Bank of Alabama: 3,339,718
(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: 2,876,473
AmSouth Bank of Alabama: 2,872,873
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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, 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 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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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 14, 1997
-----------------
Date
AMSOUTH BANCORPORATION
By: /s/ Carl L. Gorday
---------------------
Signature
Carl L. Gorday, Assistant Secretary
-----------------------------------
Name/Title
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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 14, 1997
------------------------
Date
AMSOUTH BANK OF ALABAMA
By: /s/ Carl L. Gorday
----------------------
Signature
Carl L. Gorday, Vice President
------------------------------
Name/Title
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CUSIP No. 929160-10-9 13G Page 9 of 10 pages
EXHIBIT 1
TO
AMENDMENT NO. 18
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, 1996
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
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CUSIP No. 929160-10-9 13G Page 10 of 10 pages
EXHIBIT 2
TO
AMENDMENT NO. 18
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, 1996
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
