POS EX

As filed with the Securities and Exchange Commission on November 16, 2007

Registration No. 333-142060

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Post-Effective Amendment No. 2

to

FORM S-4

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

VIRGINIA HOLDCO, INC.

(Exact name of Registrant as specified in its charter)

New Jersey
(State or other jurisdiction of
incorporation or organization) 1400
(Primary Standard Industrial
Classification Code Number) 20-8579133
(I.R.S. Employer
Identification No.)

c/o Vulcan Materials Company
1200 Urban Center Drive
Birmingham, Alabama 35242
205-298-3000

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

William F. Denson, III, Esq.
Vice President and Secretary
Virginia Holdco, Inc.
c/o Vulcan Materials Company
1200 Urban Center Drive
Birmingham, Alabama 35242
205-298-3000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

John D. Milton, Jr., Esq.	Thomas A. Roberts, Esq.	Daniel B. Nunn Jr., Esq.	Edward D. Herlihy, Esq.
Florida Rock Industries, Inc.	Raymond O. Gietz, Esq.	McGuireWoods LLP	Igor Kirman, Esq.
155 East 21st Street	Weil, Gotshal & Manges LLP	Bank of America Tower	Wachtell, Lipton, Rosen & Katz
Jacksonville, Florida 32206	767 Fifth Avenue	50 North Laura Street, Suite 3300	51 West 52nd Street
904-355-1781	New York, New York 10154	Jacksonville, Florida 32202	New York, New York 10019
	212-310-8000	904-360-6339	212-403-1000

     Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective and all other conditions to the proposed mergers described herein have been satisfied or waived.

     If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. o

     If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

     If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

Title of Each Class of		Proposed Maximum	Proposed Maximum
Securities to be	Amount to be	Offering Price	Aggregate	Amount of
Registered	Registered(1)	Per Share	Offering Price(2)	Registration Fee(3)
Common Stock, $1 par value	13,087,491	Not Applicable	$1,441,008,865	$45,000

(1)	The number of shares of common stock, $1 par value, of the registrant (“Holdco Common Stock”) being registered is based upon the product obtained by multiplying (i) 69,245,981 shares of common stock, par value $0.10 per share, of Florida Rock Industries, Inc. (“Florida Rock Common Stock”) estimated to be outstanding immediately prior to the Florida Rock merger (including 3,296,644 shares of Florida Rock common stock subject to options exercisable prior to the expected closing of the Florida Rock merger), by (ii) 30% (being the maximum number of shares of Florida Rock Common Stock convertible into shares of Holdco Common Stock), by (iii) the exchange ratio of 0.63.
(2)	Pursuant to Rules 457(f)(1) and 457(c) under the Securities Act of 1933, as amended (the “Securities Act”) and solely for the purpose of calculating the registration fee, the proposed maximum aggregate offering price is equal to (i) the product obtained by multiplying (a) $67.71 (the average of the high and low prices of Florida Rock Common Stock on April 11, 2007), by (b) 69,245,981 shares of Florida Rock Common Stock (estimated number of shares of Florida Rock Common Stock to be cancelled in the Florida Rock merger), minus (ii) $3,247,636,509 (the estimated amount of cash to be paid by the registrant to Florida Rock’s shareholders in the Florida Rock merger).
(3)	Previously paid.

EXPLANATORY NOTE

This Post-effective Amendment No. 2 to Virginia Holdco, Inc.’s Registration Statement on Form S-4 (Registration No. 333-142060 originally filed with the Securities and Exchange Commission on April 12, 2007, as amended by Amendment No. 1, filed June 13, 2007, as amended by Amendment No. 2, filed July 6, 2007, as amended by Amendment No. 3, filed July 13, 2007, as amended by Post-Effective Amendment No. 1, filed October 15, 2007), is being filed solely to amend the exhibit index to include Exhibits No. 8.2 and 8.3 filed herewith.

TABLE OF CONTENTS

EX-8.2: Opinion of Wachtell, Lipton, Rosen & Katz

EX-8.3: Opinion of Weil, Gotshal & Manges LLP

EXHIBIT INDEX

Exhibit
Number	Description
2.1*	Agreement and Plan of Merger, dated as of February 19, 2007, as amended on April 9, 2007, by and among Vulcan Materials Company, Florida Rock Industries, Inc., Virginia Holdco, Inc., Virginia Merger Sub, Inc. and Fresno Merger Sub, Inc. (included as Annex A to the Proxy Statement/Prospectus contained in this Registration Statement).
2.2*	Support Agreement, dated as of February 19, 2007, by and among Vulcan Materials Company, Baker Holdings, L.P., Edward L. Baker Living Trust, Edward L. Baker, John D. Baker II Living Trust and Anne D. Baker Living Trust (included as Annex B to the Proxy Statement/Prospectus contained in this Registration Statement).
5*	Opinion of William F. Denson III, Esq. regarding the validity of the securities being registered.
8.1*	Opinion of Weil, Gotshal & Manges LLP regarding certain federal income tax consequences discussed in this Registration Statement.
8.2	Opinion of Wachtell, Lipton, Rosen & Katz regarding certain federal income tax consequences relating to the transaction.
8.3	Opinion of Weil, Gotshal & Manges LLP regarding certain federal income tax consequences relating to the transaction.
10.1*	Shareholders Agreement, dated as of February 19, 2007, by and among Vulcan Materials Company, Baker Holdings, L.P., Edward L. Baker Living Trust, Edward L. Baker, John D. Baker II Living Trust and Anne D. Baker Living Trust (included as Annex C to the Proxy Statement/Prospectus contained in this Registration Statement).
23.1*	Consent of Deloitte & Touche LLP.
23.2*	Consent of Deloitte & Touche LLP.
23.3*	Consent of KPMG LLP.
23.4*	Consent of William F. Denson III, Esq. (included in the opinion filed as 5 to this Registration Statement).
23.5*	Consent of Weil, Gotshal & Manges LLP (included in the opinion filed as Exhibit 8.1 to this Registration Statement).
23.6	Consent of Wachtell, Lipton, Rosen & Katz (included in the opinion filed as Exhibit 8.2 to this Registration Statement).
23.7	Consent of Weil, Gotshal & Manges LLP (included in the opinion filed as Exhibit 8.3 to this Registration Statement).
23.8*	Consent of John D. Baker II.
23.9*	Consent of Philip J. Carroll, Jr.
23.10*	Consent of Phillip W. Farmer.
23.11*	Consent of H. Allen Franklin.
23.12*	Consent of Donald M. James.
23.13*	Consent of Douglas J. McGregor.
23.14*	Consent of James V. Napier .
23.15*	Consent of Donald B. Rice.
23.16*	Consent of Orin R. Smith.
23.17*	Consent of Vincent J. Trosino.
99.1*	Form of Florida Rock Proxy Card.
99.2*	Form of Election Form.
99.3*	Consent of Lazard Frères & Co. LLC.
99.4*	Form of Election Form for Plan Participants.

* Previously filed

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant 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 the 16^th day of November, 2007.

VIRGINIA HOLDCO, INC.
By:	/s/ William F. Denson, III
	William F. Denson, III
	Vice President and Secretary

     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/ Ejaz A. Khan	Director and Chairman	November 16, 2007
Ejaz A. Khan	(Principal Executive Officer)
/s/ Daniel F. Sansone	Director, President and Treasurer	November 16, 2007
Daniel F. Sansone	(Principal Financial and Accounting Officer)
/s/ William F. Denson, III	Director, Vice President and Secretary	November 16, 2007
William F. Denson, III

EX-8.2

Exhibit 8.2

[Letterhead of Wachtell, Lipton, Rosen & Katz]

November 16, 2007

Vulcan Materials Company
1200 Urban Center Drive
Birmingham, Alabama 35242

Ladies and Gentlemen:

     We have acted as special counsel to Vulcan Materials Company, a New Jersey corporation (“Vulcan”), in connection with the proposed merger of Virginia Merger Sub, Inc., a New Jersey corporation (“Virginia Merger Sub”), with and into Vulcan, with Vulcan surviving the merger (the “Vulcan Merger”), and the proposed merger of Fresno Merger Sub, Inc., a Florida corporation (“Fresno Merger Sub”), with and into Florida Rock Industries, Inc., a Florida corporation (“Florida Rock”), with Florida Rock surviving the merger (the “Florida Rock Merger” and together with the Vulcan Merger, the “Mergers”), pursuant to the Agreement and Plan of Merger, dated as of February 19, 2007, by and among Vulcan, Florida Rock, Virginia Holdco, Inc., a New Jersey corporation (“Holdco”), Virginia Merger Sub, and Fresno Merger Sub (as amended through the date hereof, the “Merger Agreement”). At your request, and pursuant to Section 6.2(c) of the Merger Agreement, we are rendering our opinion concerning certain United States federal income tax matters. Any capitalized term used and not defined herein has the meaning given to it in the Merger Agreement.

     For purposes of rendering the opinion expressed below, we have examined the Merger Agreement, the Form S-4 and the Proxy Statement/Prospectus contained therein, each as amended or supplemented through the date hereof, the representation letter of Vulcan and Holdco, dated the date hereof (the “Vulcan Letter”), the representation letter of Florida Rock, dated the date hereof (the “Florida Rock Letter”), and such other documents as we have deemed necessary or appropriate for our opinion.

Vulcan Materials Company
November 16, 2007
Page 2

     We have assumed that (i) the transactions contemplated by the Merger Agreement will be consummated in accordance therewith and as described in the Form S-4 (and no transaction or condition described therein and affecting this opinion will be waived by any party), (ii) the statements concerning the transaction set forth in the Merger Agreement and in the Form S-4 are true, correct and complete, (iii) the statements and representations contained in the Vulcan Letter and in the Florida Rock Letter are true, complete and correct and will remain true, complete and correct at all times up to and including the Effective Time, (iv) any statements and representations made in the Vulcan Letter or the Florida Rock Letter “to the knowledge of” any person or similarly qualified are and will be true, complete and correct without such qualification, (v) the Vulcan Merger will qualify as a statutory merger under the NJBCA, (vi) the Florida Rock Merger will qualify as a statutory merger under the FBCA, and (vii) Holdco, Vulcan and Florida Rock (and their respective subsidiaries) will treat the Mergers for United States federal income tax purposes in a manner consistent with the opinion set forth below. If any of the above described assumptions are untrue for any reason or if the transaction is consummated in a manner that is different from the manner in which it is described in the Merger Agreement or the Form S-4, our opinion as expressed below may be adversely affected.

     Based upon and subject to the foregoing, it is our opinion that, under currently applicable United States federal income tax law, (i) the exchange of Florida Rock Common Stock and Vulcan Common Stock for Holdco Common Stock pursuant to the Mergers, taken together, will be treated as an exchange described in Section 351 of the Code and (ii) the Vulcan Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code.

     Our opinion is based on current provisions of the Code, Treasury Regulations promulgated thereunder, published pronouncements of the Internal Revenue Service and case law, any of which may be changed at any time with retroactive effect. Any change in applicable laws or the facts and circumstances surrounding the transaction, or any inaccuracy in the statements, facts, assumptions or representations upon which we have relied, may affect the continuing validity of our opinion as set forth herein. We assume no responsibility to inform Holdco or Vulcan of any such change or inaccuracy that may occur or come to our attention.

     We hereby consent to the filing of this opinion with the SEC as a post-effective amendment to the Form S-4, and to the references therein to us. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended. We are furnishing this opinion solely to you in connection with the Mergers, and this opinion is not to be relied upon by any other person or for any other purpose without our prior written consent.

Very truly yours,

/s/ Wachtell, Lipton, Rosen & Katz

EX-8.3

Exhibit 8.3

[LETTERHEAD OF WEIL, GOTSHAL & MANGES LLP]

November 16, 2007

Board of Directors
Florida Rock Industries, Inc.
155 East 21st Street
Jacksonville, Florida 32206

Ladies and Gentlemen:

     You have requested our opinion regarding certain United States federal income tax consequences of the merger (the “Florida Rock Merger”) of Fresno Merger Sub, Inc., a Florida corporation (“Fresno Merger Sub”) and a direct wholly-owned subsidiary of Virginia Holdco, Inc., a New Jersey corporation (“Holdco”), with and into Florida Rock Industries, Inc. (“Florida Rock”), and the merger (the “Vulcan Merger” and, together with the Florida Rock Merger, the “Mergers”) of Virginia Merger Sub, Inc., a New Jersey corporation (“Virginia Merger Sub”), and a direct wholly-owned subsidiary of Holdco, with and into Vulcan Materials Company, a New Jersey corporation (“Vulcan”), pursuant to the Agreement and Plan of Merger, dated as of February 19, 2007, by and among Florida Rock, Vulcan, Holdco, Fresno Merger Sub and Virginia Merger Sub (as amended through the date hereof, the “Merger Agreement”).

     In formulating our opinion, we examined such documents as we deemed appropriate, including the Merger Agreement and Holdco’s Registration Statement on Form S-4 and the proxy statement/prospectus contained therein, as amended or supplemented through the date hereof (the “Registration Statement”). In addition, we have obtained such additional information as we deemed relevant and necessary through consultation with various officers and representatives of Florida Rock. Any capitalized terms used but not defined herein have the meaning given to such terms in the Merger Agreement.

     Our opinion set forth below assumes (1) the accuracy of the statements and facts concerning the Mergers set forth in the Merger Agreement and the Registration Statement, (2) the consummation of the Mergers in the manner contemplated by, and in accordance with the terms set forth in, the Merger Agreement and the Registration Statement, (3) the accuracy as of the Effective Time of (i) the representations made by Holdco, on behalf of itself, Virginia Merger Sub and Fresno Merger Sub and the representations made by Vulcan, all as set forth in the certificate delivered to us by Holdco and Vulcan, dated the date hereof, and (ii) the representations made by Florida Rock set forth in the certificate delivered to us by Florida Rock, dated the date hereof, and (4) that any representations made in such certificates which are qualified by knowledge, materiality or other qualifications of like import are accurate without such qualification.

     Based upon the facts and statements set forth above, our examination and review of the documents referred to above and subject to the assumptions set forth above and the qualifications set forth below, we are of the opinion that, for United States federal income tax purposes, the exchange of Florida Rock common stock and Vulcan common stock for Holdco common stock pursuant to the Mergers, taken together, will be treated as an exchange described in Section 351 of the Internal Revenue Code of 1986, as amended (the “Code”).

     Our opinion is based on current provisions of the Code, the Treasury Regulations promulgated thereunder, published pronouncements of the Internal Revenue Service and case law in effect on the date hereof, any of which may be changed at any time with retroactive effect. Any change in applicable laws or facts and circumstances surrounding the Mergers, or any inaccuracy in the statements, facts, assumptions and representations on which we have relied, may affect the continuing validity of the opinion set forth herein. We assume no responsibility to

Board of Directors
Florida Rock Industries, Inc.
November 16, 2007
Page 2

inform you of any such change or inaccuracy that may occur or come to our attention. No opinion is expressed on any matter other than that specifically covered by the foregoing opinion.

     We hereby consent to the filing of this opinion as a post-effective amendment to the Registration Statement, and to the references therein to us. In giving this consent, we do not admit that we are experts within the meaning of Section 11 of the Securities Act or within the category of persons whose consent is required under Section 7 of the Securities Act.

     This opinion is rendered solely for your benefit in connection with the transactions described above. This opinion may not be used or relied upon by any other person without our prior written consent.

Very truly yours,
 

/s/ Weil, Gotshal & Manges LLP