e8vk

0000950123-10-024594.txt : 20100315 0000950123-10-024594.hdr.sgml : 20100315 20100315143200 ACCESSION NUMBER: 0000950123-10-024594 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100315 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100315 DATE AS OF CHANGE: 20100315 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Vulcan Materials CO CENTRAL INDEX KEY: 0001396009 STANDARD INDUSTRIAL CLASSIFICATION: MINING, QUARRYING OF NONMETALLIC MINERALS (NO FUELS) [1400] IRS NUMBER: 208579133 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33841 FILM NUMBER: 10680840 BUSINESS ADDRESS: STREET 1: 1200 URBAN CENTER DRIVE CITY: BIRMINGHAM STATE: AL ZIP: 35242 BUSINESS PHONE: (205) 298-3000 MAIL ADDRESS: STREET 1: 1200 URBAN CENTER DRIVE CITY: BIRMINGHAM STATE: AL ZIP: 35242 FORMER COMPANY: FORMER CONFORMED NAME: Virginia Holdco, Inc. DATE OF NAME CHANGE: 20070409 8-K 1 g22496e8vk.htm FORM 8-K e8vk

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 15, 2010

VULCAN MATERIALS COMPANY

(Exact name of registrant as specified in its charter)


New Jersey (State or other jurisdiction of incorporation)		001-33841 (Commission File Number)		20-8579133 (IRS Employer Identification No.)

1200 Urban Center Drive
Birmingham, Alabama 35242
(Address of principal executive offices) (zip code)

(205) 298-3000
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:


o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events.

On March 15, 2010, Vulcan Materials Company (the “Company”) contributed 1,190,000 shares of its common stock to the Vulcan Materials Company Master Pension Trust for the benefit of the Company’s employees, past and present, who participate in the Company’s tax-qualified employee defined benefit pension plans.

The Company is filing this Current Report on Form 8-K to provide the legal opinion of Robert A. Wason IV, Senior Vice President and General Counsel of the Company, relating to the Company’s prospectus supplement, dated March 15, 2010, to the prospectus dated December 3, 2007, filed with the Securities and Exchange Commission on March 15, 2010.

Item 9.01. Financial Statements and Exhibits.


(d)	Exhibits:

	Exhibit No.	Description

	5.1	Opinion of Robert A. Wason IV, Senior Vice President and General Counsel of the Company.

	23.1	Consent of Robert A. Wason IV, Senior Vice President and General Counsel of the Company (included in Exhibit 5.1).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	Vulcan Materials Company
Date: March 15, 2010	By:	/s/ Robert A. Wason IV
		Robert A. Wason IV

EX-5.1 2 g22496exv5w1.htm EX-5.1 exv5w1

Exhibit 5.1

[VULCAN MATERIALS COMPANY LETTERHEAD]
March 15, 2010

Vulcan Materials Company
1200 Urban Center Drive
Birmingham, Alabama 35242

Ladies and Gentlemen:

In my capacity as Senior Vice President and General Counsel for Vulcan Materials Company, a New Jersey corporation (the “Company”), I have examined the Registration Statement on Form S-3 (File No. 333-147796), filed on December 3, 2007 with the Securities and Exchange Commission (the “Commission”) pursuant to the provisions of the Securities Act of 1933, as amended (the “Securities Act”), and the prospectus supplement dated March 15, 2010 to the prospectus dated December 3, 2007 (together, the “Prospectus”) in the form as proposed to be filed by the Company with the Commission, relating to the sale by the selling shareholder of an aggregate of 1,190,000 shares of the Company’s common stock, par value $1.00 per share (the “Shares”), that are issued and outstanding.

In this connection, I have examined such records, documents and proceedings as I have deemed relevant and necessary as a basis for the opinions expressed herein.

Upon the basis of the foregoing, I am of the opinion that the Shares that have been delivered to the selling shareholder have been duly authorized and are validly issued, fully paid and nonassessable.

I hereby consent to the filing of this opinion with the Commission as an exhibit to the Company’s Current Report on Form 8-K dated March 15, 2010. In addition, I hereby consent to the inclusion of the statements made in reference to me under the caption “Validity of the Shares” in the Prospectus. In giving such consent, I do not thereby admit that I am within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.


	Yours very truly,
	/s/ Robert A. Wason IV
	Robert A. Wason IV
	Senior Vice President and General Counsel