-----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, L7SqKiXsriEv6R99VhyQULckK3Y6YpXDBhvayal3pylYucQG8Z+RG+2d2NOdHReP LTXWzGYwOoJ1k1x/gLxUrQ== 0000950144-08-003319.txt : 20080429 0000950144-08-003319.hdr.sgml : 20080429 20080429154339 ACCESSION NUMBER: 0000950144-08-003319 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080423 ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20080429 DATE AS OF CHANGE: 20080429 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: 08785238 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 g12998e8vk.htm VULCAN MATERIALS COMPANY VULCAN MATERIALS COMPANY
 

 
 
UNITED STATES
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
April 23, 2008
(Date of earliest event reported)
VULCAN MATERIALS COMPANY
(Exact Name of Registrant as Specified in Its Charter)
New Jersey
(State or Other Jurisdiction of Incorporation)
     
001-33841   20-8579133
(Commission File Number)   (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)
     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
  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 3.02 Unregistered Sales of Equity Securities.
On April 23, 2008, Vulcan Materials Company (the “Company”), issued 352,779 shares of the Company’s common stock to the shareholders of Webber-Plyley, Inc. (“Webber-Plyley”) as part of the total consideration for the acquisition of certain assets of Webber-Plyley, including specifically the acquisition of the Black Angel Mine located in San Bernardino County, California. The shares were issued in reliance on an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 4(2) of the Securities Act for private offerings. Such issuance did not involve a public offering, and was made without general solicitation or advertising.
On March 6, 2008, the Company issued 798,859 shares of the Company’s common stock to March Acquisitions, LLC (“March”) as part of the total consideration for the acquisition of substantially all the assets of Elmer Larson, LLC and certain assets of MSJ Larson, Inc., including specifically the Elmer Larson Quarry located in DeKalb County, Illinois. The shares were issued in reliance on an exemption from the registration requirements of the Securities Act provided by Section 4(2) of the Securities Act for private offerings. Such issuance did not involve a public offering, and was made without general solicitation or advertising.

 

 

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    
 
      (Registrant)    
 
            
Date: April 24, 2008
  By   /s/ William F. Denson, III
 
William F. Denson, III 		   

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