FORM 5 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
Form 3 Holdings Reported. | |||||||||||||||||
Form 4 Transactions Reported. |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
VULCAN MATERIALS CO [ VMC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Statement for Issuer's Fiscal Year Ended
(Month/Day/Year) 12/31/2005 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | |||||||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||||||
Amount | (A) or (D) | Price | |||||||||||||
Common Stock | 200,223 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | ||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
(A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
Performance Share Units | $0.00(1) | 01/01/2006(1) | (1) | Common Stock | 37,000 | 37,000 | D | |||||||
Performance Share Units | $0.00(1) | 01/01/2007(1) | (1) | Common Stock | 30,000 | 30,000 | D | |||||||
Performance Share Units | $0.00(2) | 01/01/2008(2) | (2) | Common Stock | 36,000 | 36,000 | D | |||||||
Phantom Stock (Deferred Compensation) | $0.00(3) | (4) | (4) | Common Stock | 14,116 | 14,116 | D | |||||||
Stock Options (Right to Buy) | $21.31 | 02/14/1998(5) | 02/14/2007 | Common Stock | 180,000 | 180,000 | D | |||||||
Stock Options (Right to Buy) | $32.95 | 02/12/1999(5) | 02/12/2008 | Common Stock | 135,000 | 135,000 | D | |||||||
Stock Options (Right to Buy) | $45.17 | 02/11/2000(5) | 02/11/2009 | Common Stock | 195,000 | 195,000 | D | |||||||
Stock Options (Right to Buy) | $42.34 | 02/10/2001(5) | 02/10/2010 | Common Stock | 220,000 | 220,000 | D | |||||||
Stock Options (Right to Buy) | $44.9 | 02/09/2002(5) | 02/09/2011 | Common Stock | 200,000 | 200,000 | D | |||||||
Stock Options (Right to Buy) | $45.95 | 02/07/2003(5) | 02/07/2012 | Common Stock | 200,000 | 200,000 | D | |||||||
Stock Options (Right to Buy) | $31.47 | 01/01/2004(6) | 02/13/2013 | Common Stock | 145,000 | 145,000 | D | |||||||
Stock Options (Right to Buy) | $46.76 | 01/01/2005(6) | 02/12/2014 | Common Stock | 130,000 | 130,000 | D | |||||||
Stock Options (Right to Buy) | $57.1 | 01/01/2006(6) | 02/10/2015 | Common Stock | 146,000 | 146,000 | D | |||||||
Stock Options (Right to Buy) | $68.63 | 12/08/2005(7) | 12/08/2015 | Common Stock | 287,800 | 287,800(8) | D |
Explanation of Responses: |
1. Performance Share Units vest at January 1 following a three-year award period. At the end of the award period, the Compensation Committee determines the payment amount based on Company performance. The payment is made 50% in stock and 50% in cash on a payment date determined by the Compensation Committee. The fair market value of the award is not determinable until the payment date. |
2. Performance Share Units vest at January 1 following a three-year award period. At the end of the award period, the Compensation Committee determines the payment amount based on Company performance. The payment is made 100% in stock on a payment date determined by the Compensation Committee. The fair market value of the award is not determinable until the payment date. |
3. Convertible on a 1-for-1 basis. |
4. The units are to be settled in Vulcan common stock commencing at the retirement of the reporting person. |
5. The option vests over five years in 20% increments each year on the anniversary of the grant date. |
6. The option vests over five years in 20% increments each year on January 1 following the grant date. |
7. The option is fully vested as of the grant date, however, the sale of underlying shares is restricted until January 1, 2009. |
8. As reported by Form 4 dated 1/26/2006, a portion of this stock option award in the amount of 169,800 shares was rescinded on 1/24/2006 in order to comply with the terms of the Company's 1996 Long-Term Incentive Plan. |
Remarks: |
By: Amy M. Tucker, Attorney-in-Fact | 02/10/2006 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |