-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Jbs5zXuewfihkvA8J7RwCMqtE9h0iHPlp5djz0uqI5Aa03Rzxu35d+w9JMLlh7UL 4Vq3sxslYepDl9mOrnc6LQ== 0000103973-96-000001.txt : 19960312 0000103973-96-000001.hdr.sgml : 19960312 ACCESSION NUMBER: 0000103973-96-000001 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 14 REFERENCES 429: 000-24051 REFERENCES 429: 33 FILED AS OF DATE: 19960311 EFFECTIVENESS DATE: 19960330 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: VULCAN MATERIALS CO CENTRAL INDEX KEY: 0000103973 STANDARD INDUSTRIAL CLASSIFICATION: MINING, QUARRYING OF NONMETALLIC MINERALS (NO FUELS) [1400] IRS NUMBER: 630366371 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-01631 FILM NUMBER: 96533543 BUSINESS ADDRESS: STREET 1: ONE METROPLEX DR CITY: BIRMINGHAM STATE: AL ZIP: 35209 BUSINESS PHONE: 2058773000 MAIL ADDRESS: STREET 1: PO BOX 530187 CITY: BIRMINGHAM STATE: AL ZIP: 35253-0187 S-8 1 Registration Number 33-24051 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ___________________________________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ___________________________________ VULCAN MATERIALS COMPANY (Exact name of registrant as specified in its charter) New Jersey 63-0366371 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) One Metroplex Drive, Birmingham, Alabama 35209 205-877-3000 (Address of Principal Executive Offices) ____________________________ Vulcan Materials Company Thrift Plan For Salaried Employees (Full Title of Plan) William F. Denson, III, Esq. Vice President - Law and Secretary Vulcan Materials Company One Metroplex Drive Birmingham, Alabama 35209 205-877-3000 (Name, address, including zip code, and telephone number, including area code, of agent for service) With a copy to: C. Larimore Whitaker, Esq. Bradley, Arant, Rose & White 2001 Park Place, Suite 1400 Birmingham, Alabama 35209 205-521-8000 ____________________________
CALCULATION OF REGISTRATION FEE Proposed Maximum Proposed Maximum Title of Securities Amount to be Offering Price Per Aggregate Offering Amount of to be Registered Registerd Share Price Registration Fee Common Stock, $1.00 par value per share. . . . . . . . . . . . 1,500,000 shares* ** $82,410,000*** $28,417.25 * In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein. ** Not applicable. *** Estimated solely for purposes of determining the amount of the registration fee, in accordance with Rules 457(h)(1) and (c) under the Securities Act of 1933. The registration fee was calculated pursuant to Rules 457(h)(1) and (c) and based upon the average of the high and low prices ($54.94) reported in the consolidated reporting system on March 4, 1996.
Vulcan Materials Company, a New Jersey corporation (the "Company"), hereby incorporates herein by this reference, the contents of the Registration Statement on Form S-8 filed by the Company on August 26, 1988 (Registration No. 33-24051) (the "Registration Statement"), except that the information contained in the Registration Statement with respect to the Plan (as such term is defined in the Registration Statement) is not incorporated herein by this reference. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION The documents incorporated by reference into Item 3 of Part II of this Registration Statement (not including exhibits to the information that is incorporated by reference, unless such exhibits are specifically incorporated by reference into the information that this Registration Statement incorporates) are incorporated by reference into the Section 10(a) prospectus and are available, without charge, to the participants upon written or oral request to William F. Denson, III, Vice President - Law and Secretary, Vulcan Materials Company, One Metroplex Drive, Birmingham, Alabama 35209 (telephone number 205-877-3204). The documents containing the information requested by Part I of Form S-8, the Annual Report on Form 10-K of Vulcan Materials Company, and all reports, proxy statements and other communications distributed generally to the security holders of Vulcan Materials Company are available, without charge, to participants upon written or oral request to William F. Denson, III, Vice President - Law and Secretary, Vulcan Materials Company, One Metroplex Drive, Birmingham, Alabama 35209 (telephone number 205-877-3204). PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents of the Company are incorporated herein by reference and made a part hereof: (1) The Annual Report on Form 10-K of the Company for the year ended December 31, 1994, as amended by the Annual Report on Form 10-K/A of the Company (Commission File No. 1-4033). (2) The Quarterly Reports of the Company on Form 10-Q for the quarterly periods ended September 30, 1995, June 30, 1995 and March 31, 1995 (Commission File No. 1-4033). (3) The description of the capital stock of the Company offered and registered under Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), on Registration Statement No. 2- 13791, filed December 11, 1957, as amended by all amendments thereto. All documents filed by the Company pursuant to Sections 13, 14 or 15(d) of the Exchange Act after the date hereof and prior to the termination of the offering of the common stock of the Company offered hereby shall be deemed to be incorporated herein by reference and to be a part hereof from the date of filing of such documents (such documents, and the documents listed above, being hereinafter referred to as "Incorporated Documents"). Any statement contained in an Incorporated Document shall be deemed to be modified or superseded for such purposes to the extent that a statement contained herein or in any other subsequently filed Incorporated Document modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part hereof. ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL. William F. Denson, III is the Vice President - Law and Secretary of the Company and, as a result of such relationship, could be deemed to have a substantial interest in the Company. In addition, Mr. Denson has dispositive and voting power over 20,808 shares of the common stock of the Company. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Article IX of the Company's Certificate of Incorporation provides that, as to acts or omissions occurring on or after May 6, 1988, no director or officer of the Company shall be liable to the Company or any of its shareholders for monetary damages for breach of any duty owed as director or officer to the Company or any of its shareholders, to the extent that such exemption from liability is permitted under the New Jersey Business Corporation Act (the "Statute"), as the same may be amended from time to time, or under any revision thereof or successor statute thereto. Amendments to the Statute which were adopted in 1987 (the "New Jersey Amendments") permit such exemptions from liability as the foregoing for directors and officers, except in the case of a breach of duty based on an act or omission (a) in breach of such person's duty of loyalty to the Company or its shareholders, (b) not in good faith or involving a knowing violation of law or (c) resulting in the receipt by such person of an improper personal benefit. In addition, Article IV of the Company's By-laws provides as follows: (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: (i) any person who is or was a director, officer, employee or agent of the corporation; (ii) any person who is or was a director, officer, employee or agent of any constituent corporation absorbed by the corporation in a consolidation or merger, but only to the extent that (a) the constituent corporation was obligated to indemnify such person at the effective date of the merger or consolidation or (b) the claim or potential claim of such person for indemnification was disclosed to the corporation and the operative merger or consolidation documents contain an express agreement by the corporation to pay the same; (iii) any person who is or was serving at the request of the corporation as a director, officer, trustee, fiduciary, employee or agent of any other domestic or foreign corporation, or any partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise, whether or not for profit; and (iv) the legal representative of any of the foregoing persons (collectively, a "Corporate Agent"). (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. (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. (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. (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. (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. (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. Pursuant to the authority granted in the Statute, the Company has procured insurance for the purpose of substantially covering its future potential liability for indemnification under the provisions discussed above and certain future potential liability of individual directors and officers incurred in their capacity as such which is not subject to indemnification. ITEM 8. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. (a) UNDERTAKING The registrant hereby undertakes that it will submit or has submitted the Vulcan Materials Company Thrift Plan For Salaried Employees (the "Plan") and any amendments thereto to the Internal Revenue Service (the "IRS") in a timely manner and has made or will make all changes required by the IRS in order to qualify the Plan. (b) EXHIBITS The following exhibits are filed as part of this Registration Statement: 5(a) Opinion of William F. Denson, III as to the legality of the securities being registered. 23(a) Consent of Deloitte & Touche L.L.P. 23(b) Consent of William F. Denson, III (contained in exhibit 5(a)). 24(a) Powers of Attorney of certain directors and officers. ITEM 9. UNDERTAKINGS. (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement. (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1993; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; (iii) To include any material information with respect to the plan or distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; (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. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. SIGNATURES The Registrant. Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 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, on March 11, 1996. VULCAN MATERIALS COMPANY By: /s/ H.A. Sklenar H.A. Sklenar Chairman and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated. Signature Title Date /s/ H. A. Sklenar Chairman, Chief Executive March 11, 1996 H. A. Sklenar Officer and Director (Principal Executive Officer) /s/ D. F. Sansone Vice President-Finance March 11, 1996 D. F. Sansone and Treasurer (Principal Financial Officer) /s/ E. A. Khan Controller March 11, 1996 E. A. Khan (Principal Accounting Officer) * Director Marion H. Antonini * Director Livio D. DeSimone * Director William J. Grayson, Jr. * Director John K. Greene * Director Donald M. James * Director Richard H. Leet * Director Douglas J. McGregor * Director Ann D. McLaughlin * Director James V. Napier * Director Donald B. Rice * Director Orin R. Smith * /s/ William F. Denson, III March 11, 1996 William F. Denson, III Attorney-in-Fact for Each of the Directors Listed Above The Plan. Pursuant to the requirements of the Securities Act of 1933, as amended, the administrators 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, on March 11, 1996. VULCAN MATERIALS COMPANY THRIFT PLAN FOR SALARIED EMPLOYEES By /s/ J. Wayne Houston J. Wayne Houston Chairman and Member of Administration Committee By /s/ Peter E. Printz Peter E. Printz Member of Administration Committee By /s/ Charles D. Lockhart Charles D. Lockhart Member of Administration Committee EX-5 2 Exhibit 5(a) March 11, 1996 Vulcan Materials Company One Metroplex Drive Birmingham, Alabama 35209 Re: Vulcan Materials Company Thrift Plan For Salaried Employees Ladies and Gentlemen: In my capacity as Vice President-Law for Vulcan Materials Company, a New Jersey corporation (the "Company"), I have examined the Registration Statement on Form S-8 (the "Registration Statement") in form as proposed to be filed by the Company with the Securities and Exchange Commission (the "Commission") pursuant to the provisions of the Securities Act of 1933, as amended, relating to the registration of 1,500,000 shares of the common stock, par value $1.00 per share, of the Company (the "Common Stock"), pursuant to the terms of the Vulcan Materials Company Thrift Plan For Salaried Employees (the "Plan"). In this connection, we have examined such records, documents and proceedings as we have deemed relevant and necessary as a basis for the opinions expressed herein. Upon the basis of the foregoing, we are of the opinion that the 1,500,000 shares of Common Stock referred to in the Registration Statement, to the extent actually issued pursuant to the Plan, will have been duly and validly authorized and issued and will be fully paid and nonassessable shares of Common Stock. I hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. In addition, I hereby consent to the inclusion of the statements made in reference to me under the caption "Interests Of Named Experts And Counsel" in the Registration Statement. Yours very truly, /s/ William F. Denson, III William F. Denson, III Vice-President-Law EX-23 3 Exhibit 23(a) INDEPENDENT AUDITORS' REPORT Vulcan Materials Company: We consent to the incorporation by reference in Registration Statement No. 33-24051 of Vulcan Materials Company on Form S-8 of our report dated February 3, 1995, appearing in the Annual Report on Form 10-K of Vulcan Materials Company for the year ended December 31, 1994 and our report dated June 2, 1995, appearing in the Annual Report on Form 10-K/A of Vulcan Materials Company of the Vulcan Materials Company Thrift Plan for Salaried Employees for the year ended December 31, 1994. /s/ DELOITTE & TOUCHE LLP Birmingham, Alabama March 8, 1996 EX-24.1 4 Exhibit 24(a) POWER OF ATTORNEY The undersigned director of Vulcan Materials Company, a New Jersey corporation, hereby nominates, constitutes and appoints William F. Denson, III, and E. Starke Sydnor, and each of them, the true and lawful attorneys of the undersigned to sign the name of the undersigned as director to any registration statements on Form S-8 covering shares of the Company's Common Stock offered pursuant to the Company's Thrift Plan for Salaried Employees, the Company's Construction Materials Division's Hourly Employees Savings Plan, the Company's Chemicals Division Hourly Employee Savings Plan and interests of participation in said Plans, and to any and all amendments to said registration statements, including post-effective amendments thereto, said registration statements and amendments to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, in accordance with the provisions of Section 6 thereof and Regulation C, Regulation S-K and the General Rules and regulations thereunder, with full power in said attorneys of substitution and revocation, all as fully as the undersigned could do if personally present, hereby ratifying all that said attorneys or their substitutes may lawfully do by virtue hereof. IN WITNESS WHEREOF, the undersigned director of Vulcan Materials Company has executed this Power of Attorney this 20th day of November, 1995. /s/ Marion H. Antonini Marion H. Antonini EX-24.2 5 Exhibit 24(a) POWER OF ATTORNEY The undersigned director of Vulcan Materials Company, a New Jersey corporation, hereby nominates, constitutes and appoints William F. Denson, III, and E. Starke Sydnor, and each of them, the true and lawful attorneys of the undersigned to sign the name of the undersigned as director to any registration statements on Form S-8 covering shares of the Company's Common Stock offered pursuant to the Company's Thrift Plan for Salaried Employees, the Company's Construction Materials Division's Hourly Employees Savings Plan, the Company's Chemicals Division Hourly Employee Savings Plan and interests of participation in said Plans, and to any and all amendments to said registration statements, including post-effective amendments thereto, said registration statements and amendments to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, in accordance with the provisions of Section 6 thereof and Regulation C, Regulation S-K and the General Rules and regulations thereunder, with full power in said attorneys of substitution and revocation, all as fully as the undersigned could do if personally present, hereby ratifying all that said attorneys or their substitutes may lawfully do by virtue hereof. IN WITNESS WHEREOF, the undersigned director of Vulcan Materials Company has executed this Power of Attorney this 17th day of November, 1995. /s/ Livio D. DeSimone Livio D. DeSimone EX-24.3 6 Exhibit 24(a) POWER OF ATTORNEY The undersigned director of Vulcan Materials Company, a New Jersey corporation, hereby nominates, constitutes and appoints William F. Denson, III, and E. Starke Sydnor, and each of them, the true and lawful attorneys of the undersigned to sign the name of the undersigned as director to any registration statements on Form S-8 covering shares of the Company's Common Stock offered pursuant to the Company's Thrift Plan for Salaried Employees, the Company's Construction Materials Division's Hourly Employees Savings Plan, the Company's Chemicals Division Hourly Employee Savings Plan and interests of participation in said Plans, and to any and all amendments to said registration statements, including post-effective amendments thereto, said registration statements and amendments to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, in accordance with the provisions of Section 6 thereof and Regulation C, Regulation S-K and the General Rules and regulations thereunder, with full power in said attorneys of substitution and revocation, all as fully as the undersigned could do if personally present, hereby ratifying all that said attorneys or their substitutes may lawfully do by virtue hereof. IN WITNESS WHEREOF, the undersigned director of Vulcan Materials Company has executed this Power of Attorney this 17th day of November, 1995. /s/ William J. Grayson, Jr. William J. Grayson, Jr. EX-24.4 7 Exhibit 24(a) POWER OF ATTORNEY The undersigned director of Vulcan Materials Company, a New Jersey corporation, hereby nominates, constitutes and appoints William F. Denson, III, and E. Starke Sydnor, and each of them, the true and lawful attorneys of the undersigned to sign the name of the undersigned as director to any registration statements on Form S-8 covering shares of the Company's Common Stock offered pursuant to the Company's Thrift Plan for Salaried Employees, the Company's Construction Materials Division's Hourly Employees Savings Plan, the Company's Chemicals Division Hourly Employee Savings Plan and interests of participation in said Plans, and to any and all amendments to said registration statements, including post-effective amendments thereto, said registration statements and amendments to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, in accordance with the provisions of Section 6 thereof and Regulation C, Regulation S-K and the General Rules and regulations thereunder, with full power in said attorneys of substitution and revocation, all as fully as the undersigned could do if personally present, hereby ratifying all that said attorneys or their substitutes may lawfully do by virtue hereof. IN WITNESS WHEREOF, the undersigned director of Vulcan Materials Company has executed this Power of Attorney this 17th day of November, 1995. /s/ John K. Greene John K. Greene EX-24.5 8 Exhibit 24(a) POWER OF ATTORNEY The undersigned director of Vulcan Materials Company, a New Jersey corporation, hereby nominates, constitutes and appoints William F. Denson, III, and E. Starke Sydnor, and each of them, the true and lawful attorneys of the undersigned to sign the name of the undersigned as director to any registration statements on Form S-8 covering shares of the Company's Common Stock offered pursuant to the Company's Thrift Plan for Salaried Employees, the Company's Construction Materials Division's Hourly Employees Savings Plan, the Company's Chemicals Division Hourly Employee Savings Plan and interests of participation in said Plans, and to any and all amendments to said registration statements, including post-effective amendments thereto, said registration statements and amendments to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, in accordance with the provisions of Section 6 thereof and Regulation C, Regulation S-K and the General Rules and regulations thereunder, with full power in said attorneys of substitution and revocation, all as fully as the undersigned could do if personally present, hereby ratifying all that said attorneys or their substitutes may lawfully do by virtue hereof. IN WITNESS WHEREOF, the undersigned director of Vulcan Materials Company has executed this Power of Attorney this 20th day of February, 1996. /s/ Donald M. James Donald M. James EX-24.6 9 Exhibit 24(a) POWER OF ATTORNEY The undersigned director of Vulcan Materials Company, a New Jersey corporation, hereby nominates, constitutes and appoints William F. Denson, III, and E. Starke Sydnor, and each of them, the true and lawful attorneys of the undersigned to sign the name of the undersigned as director to any registration statements on Form S-8 covering shares of the Company's Common Stock offered pursuant to the Company's Thrift Plan for Salaried Employees, the Company's Construction Materials Division's Hourly Employees Savings Plan, the Company's Chemicals Division Hourly Employee Savings Plan and interests of participation in said Plans, and to any and all amendments to said registration statements, including post-effective amendments thereto, said registration statements and amendments to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, in accordance with the provisions of Section 6 thereof and Regulation C, Regulation S-K and the General Rules and regulations thereunder, with full power in said attorneys of substitution and revocation, all as fully as the undersigned could do if personally present, hereby ratifying all that said attorneys or their substitutes may lawfully do by virtue hereof. IN WITNESS WHEREOF, the undersigned director of Vulcan Materials Company has executed this Power of Attorney this 17th day of November, 1995. /s/ Richard H. Leet Richard H. Leet EX-24.7 10 Exhibit 24(a) POWER OF ATTORNEY The undersigned director of Vulcan Materials Company, a New Jersey corporation, hereby nominates, constitutes and appoints William F. Denson, III, and E. Starke Sydnor, and each of them, the true and lawful attorneys of the undersigned to sign the name of the undersigned as director to any registration statements on Form S-8 covering shares of the Company's Common Stock offered pursuant to the Company's Thrift Plan for Salaried Employees, the Company's Construction Materials Division's Hourly Employees Savings Plan, the Company's Chemicals Division Hourly Employee Savings Plan and interests of participation in said Plans, and to any and all amendments to said registration statements, including post-effective amendments thereto, said registration statements and amendments to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, in accordance with the provisions of Section 6 thereof and Regulation C, Regulation S-K and the General Rules and regulations thereunder, with full power in said attorneys of substitution and revocation, all as fully as the undersigned could do if personally present, hereby ratifying all that said attorneys or their substitutes may lawfully do by virtue hereof. IN WITNESS WHEREOF, the undersigned director of Vulcan Materials Company has executed this Power of Attorney this 20th day of November, 1995. /s/ Douglas J. McGregor Douglas J. McGregor EX-24.8 11 Exhibit 24(a) POWER OF ATTORNEY The undersigned director of Vulcan Materials Company, a New Jersey corporation, hereby nominates, constitutes and appoints William F. Denson, III, and E. Starke Sydnor, and each of them, the true and lawful attorneys of the undersigned to sign the name of the undersigned as director to any registration statements on Form S-8 covering shares of the Company's Common Stock offered pursuant to the Company's Thrift Plan for Salaried Employees, the Company's Construction Materials Division's Hourly Employees Savings Plan, the Company's Chemicals Division Hourly Employee Savings Plan and interests of participation in said Plans, and to any and all amendments to said registration statements, including post-effective amendments thereto, said registration statements and amendments to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, in accordance with the provisions of Section 6 thereof and Regulation C, Regulation S-K and the General Rules and regulations thereunder, with full power in said attorneys of substitution and revocation, all as fully as the undersigned could do if personally present, hereby ratifying all that said attorneys or their substitutes may lawfully do by virtue hereof. IN WITNESS WHEREOF, the undersigned director of Vulcan Materials Company has executed this Power of Attorney this 20th day of November, 1995. /s/ Ann D. McLaughlin Ann D. McLaughlin EX-24.9 12 Exhibit 24(a) POWER OF ATTORNEY The undersigned director of Vulcan Materials Company, a New Jersey corporation, hereby nominates, constitutes and appoints William F. Denson, III, and E. Starke Sydnor, and each of them, the true and lawful attorneys of the undersigned to sign the name of the undersigned as director to any registration statements on Form S-8 covering shares of the Company's Common Stock offered pursuant to the Company's Thrift Plan for Salaried Employees, the Company's Construction Materials Division's Hourly Employees Savings Plan, the Company's Chemicals Division Hourly Employee Savings Plan and interests of participation in said Plans, and to any and all amendments to said registration statements, including post-effective amendments thereto, said registration statements and amendments to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, in accordance with the provisions of Section 6 thereof and Regulation C, Regulation S-K and the General Rules and regulations thereunder, with full power in said attorneys of substitution and revocation, all as fully as the undersigned could do if personally present, hereby ratifying all that said attorneys or their substitutes may lawfully do by virtue hereof. IN WITNESS WHEREOF, the undersigned director of Vulcan Materials Company has executed this Power of Attorney this 17th day of November, 1995. /s/ James V. Napier James V. Napier EX-24.10 13 Exhibit 24(a) POWER OF ATTORNEY The undersigned director of Vulcan Materials Company, a New Jersey corporation, hereby nominates, constitutes and appoints William F. Denson, III, and E. Starke Sydnor, and each of them, the true and lawful attorneys of the undersigned to sign the name of the undersigned as director to any registration statements on Form S-8 covering shares of the Company's Common Stock offered pursuant to the Company's Thrift Plan for Salaried Employees, the Company's Construction Materials Division's Hourly Employees Savings Plan, the Company's Chemicals Division Hourly Employee Savings Plan and interests of participation in said Plans, and to any and all amendments to said registration statements, including post-effective amendments thereto, said registration statements and amendments to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, in accordance with the provisions of Section 6 thereof and Regulation C, Regulation S-K and the General Rules and regulations thereunder, with full power in said attorneys of substitution and revocation, all as fully as the undersigned could do if personally present, hereby ratifying all that said attorneys or their substitutes may lawfully do by virtue hereof. IN WITNESS WHEREOF, the undersigned director of Vulcan Materials Company has executed this Power of Attorney this 17th day of November, 1995. /s/ Donald B. Rice Donald B. Rice EX-24.11 14 Exhibit 24(a) POWER OF ATTORNEY The undersigned director of Vulcan Materials Company, a New Jersey corporation, hereby nominates, constitutes and appoints William F. Denson, III, and E. Starke Sydnor, and each of them, the true and lawful attorneys of the undersigned to sign the name of the undersigned as director to any registration statements on Form S-8 covering shares of the Company's Common Stock offered pursuant to the Company's Thrift Plan for Salaried Employees, the Company's Construction Materials Division's Hourly Employees Savings Plan, the Company's Chemicals Division Hourly Employee Savings Plan and interests of participation in said Plans, and to any and all amendments to said registration statements, including post-effective amendments thereto, said registration statements and amendments to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, in accordance with the provisions of Section 6 thereof and Regulation C, Regulation S-K and the General Rules and regulations thereunder, with full power in said attorneys of substitution and revocation, all as fully as the undersigned could do if personally present, hereby ratifying all that said attorneys or their substitutes may lawfully do by virtue hereof. IN WITNESS WHEREOF, the undersigned director of Vulcan Materials Company has executed this Power of Attorney this 17th day of November, 1995. /s/ Orin R. Smith Orin R. Smith -----END PRIVACY-ENHANCED MESSAGE-----