New Jersey | | | 20-8579133 |
(State or other jurisdiction of incorporation or organization) | | | (IRS Employer Identification No.) |
Large accelerated filer | | | ☒ | | | Accelerated filer | | | ☐ |
Non-accelerated filer | | | ☐ | | | Smaller reporting company | | | ☐ |
| | | | Emerging growth company | | | ☐ |
Title of Each Class of Securities to be Registered | | | Amount to be Registered/Proposed Maximum Offering Price Per Security | | | Proposed Maximum Aggregate Offering Price/Amount of Registration Fee |
Debt Securities, Common Stock, $1 par value per share, Preference Stock, Depository Shares, Warrants, Stock Purchase Contracts and Stock Purchase Units | | | (1) | | | (1) |
(1) | An indeterminate aggregate initial offering price or number of securities is being registered as may from time to time be issued at indeterminate prices. Separate consideration may or may not be received for securities that are issuable upon conversion of, or in exchange for, or upon exercise of, convertible or exchangeable securities. In accordance with Rule 456(b) and Rule 457(r), the registrant is deferring payment of the entire registration fee, which will be paid from time to time in connection with one or more offerings to be made hereunder. |
Vulcan Materials Company (File No. 001-33841) (formerly Virginia Holdco, Inc.) | | | Period |
| | Fiscal year ended December 31, 2020 |
• | general economic and business conditions; |
• | a pandemic, epidemic or other public health emergency, such as the recent outbreak of COVID-19; |
• | our dependence on the construction industry, which is subject to economic cycles; |
• | the timing and amount of federal, state and local funding for infrastructure; |
• | changes in the level of spending for private residential and private nonresidential construction; |
• | changes in our effective tax rate; |
• | the increasing reliance on information technology infrastructure, including the risks that the infrastructure does not work as intended, experiences technical difficulties or is subjected to cyber-attacks; |
• | the impact of the state of the global economy on our businesses and financial condition and access to capital markets; |
• | the highly competitive nature of the construction industry; |
• | the impact of future regulatory or legislative actions, including those relating to climate change, wetlands, greenhouse gas emissions, the definition of minerals, tax policy or international trade; |
• | the outcome of pending legal proceedings; |
• | pricing of our products; |
• | weather and other natural phenomena, including the impact of climate change and availability of water; |
• | energy costs; |
• | costs of hydrocarbon-based raw materials; |
• | healthcare costs; |
• | the amount of long-term debt and interest expense we incur; |
• | changes in interest rates; |
• | the impact of the discontinuation of the London Interbank Offered Rate (LIBOR); |
• | volatility in pension plan asset values and liabilities, which may require cash contributions to our pension plans; |
• | the impact of environmental clean-up costs and other liabilities relating to existing and/or divested businesses; |
• | our ability to secure and permit aggregates reserves in strategically located areas; |
• | our ability to manage and successfully integrate acquisitions; |
• | the effect of changes in tax laws, guidance and interpretations; |
• | significant downturn in the construction industry may result in the impairment of goodwill or long-lived assets; |
• | changes in technologies, which could disrupt the way Vulcan does business and how Vulcan’s products are distributed; and |
• | other assumptions, risks and uncertainties detailed from time to time in our filings made with the Securities and Exchange Commission. |
• | the designation, the aggregate principal amount and the authorized denominations, if other than $1,000 and integral multiples of $1,000; |
• | the percentage of the principal amount at which the debt securities will be issued; |
• | the date or dates on which the debt securities will mature; |
• | the currency, currencies or currency units in which payments on the debt securities will be payable; |
• | the rate or rates at which the debt securities will bear interest, if any, or the method of determination of such rate or rates; |
• | the date or dates from which the interest, if any, shall accrue, the dates on which the interest, if any, will be payable and the method of determining holders to whom any of the interest shall be payable; |
• | the prices, if any, at which, and the dates at or after which, we may or must repay, repurchase or redeem the debt securities; |
• | any sinking fund obligation with respect to the debt securities; |
• | any terms pursuant to which the debt securities may be convertible or exchangeable into equity or other securities; |
• | whether such debt securities will be senior debt securities or subordinated debt securities and, if subordinated debt securities, the subordination provisions and the applicable definition of “senior indebtedness”; |
• | any special United States federal income tax consequences; |
• | any addition to or change in the events of default described in this prospectus or the Indenture; |
• | any addition to or change in the covenants described in this prospectus or the Indenture; |
• | whether the debt securities will be issued in the form of one or more permanent global debt securities; |
• | the exchanges, if any, on which the debt securities may be listed; and |
• | any other material terms of the debt securities consistent with the provisions of the Indenture. |
• | liens on the property, shares of stock or debt of any person (as defined in the Indenture) existing at the time the person becomes our restricted subsidiary or, with respect to a particular series of debt securities, liens existing as of the time such debt securities are first issued; |
• | liens in favor of us or any of our restricted subsidiaries; |
• | liens in favor of U.S. governmental bodies to secure progress, advance or other payments required under any contract or provision of any statute or regulation; |
• | liens on property, shares of stock or debt, either: |
○ | existing at the time we acquire the property, stock or debt, including acquisition through merger or consolidation; |
○ | securing all or part of the cost of acquiring the property, stock or debt or construction on or improvement of the property; or |
○ | securing debt to finance the purchase price of the property, stock or debt or the cost of acquiring, constructing on or improving of the property that were incurred prior to or at the time of or within one year after the acquisition of the property, stock or debt or completion of construction on or improvement of the property and commencement of full operation thereof; |
• | liens securing all of the debt securities; and |
• | any extension, renewal or replacement of the liens described above if the extension, renewal or replacement is limited to the same property, shares or debt that secured the lien that was extended, renewed or replaced (plus improvements on such property), except that if the debt secured by a lien is increased as a result of such extension, renewal or replacement, we will be required to include the increase when we compute the amount of debt that is subject to this covenant. (Section 1006) |
• | we or our restricted subsidiary could have incurred debt secured by a lien on the principal property to be leased back in an amount equal to the remaining rent, discounted by 11% per year, for that sale and leaseback transaction, without being required to equally and ratably secure the debt securities as required by the “Restrictions on Secured Debt” covenant described above, or |
• | within one year after the sale or transfer, we or a restricted subsidiary apply to (1) the purchase, construction or improvement of other property used or useful in the business of, or other capital expenditure by, us or any of our restricted subsidiaries or (2) the retirement of long-term debt, which is debt with a maturity of a year or more, or the prepayment of any capital lease obligation of the Company or any restricted subsidiary an amount of cash at least equal to the greater of (a) the net proceeds of the sale of the principal property sold and leased back under the sale and leaseback arrangement, or (b) the fair market value of the principal property sold and leased back under the arrangement, provided that the amount to be applied or prepaid shall be reduced by (x) the principal amount of any debt securities delivered within one year after such sale to the Trustee for retirement and cancellation, and (y) the principal amount of our long-term debt, other than debt securities, voluntarily retired by us or any restricted subsidiary within one year after such sale, or |
• | as to any particular series of debt securities, sale and leaseback transactions existing on the date the debt securities of that particular series are first issued. (Section 1007) |
(i) | the remaining or acquiring entity is a corporation organized and validly existing under the laws of the United States of America, any state thereof or the District of Columbia and expressly assumes our obligations on the debt securities and under the Indenture; |
(ii) | immediately after giving effect to the transaction, no event of default (as defined in the Indenture), and no event which, after notice or lapse of time or both, would become an event of default, would occur and continue; |
(iii) | if, as a result of any such consolidation or merger or such conveyance, transfer or lease, our properties or assets would become subject to a mortgage, pledge, lien security interest or other encumbrance which would not be permitted by the Indenture, we or the successor corporation shall take such steps as shall be necessary effectively to secure the debt securities equally and ratably with (or prior to) all indebtedness secured thereby; and |
(iv) | we have delivered to the Trustee an officers’ certificate and an opinion of counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with Article Eight of the Indenture and that all conditions precedent provided therein relating to such transaction have been complied with. (Section 801) |
(i) | failure to pay any interest on any debt securities of that series when due and payable, continued for 30 days; |
(ii) | failure to pay principal of or any premium on any debt security of that series when due; |
(iii) | failure to deposit any sinking fund payment, when due, in respect of any debt security of that series; |
(iv) | failure to perform, or breach of, any other covenant or warranty of ours in the Indenture with respect to debt securities of that series (other than a covenant or warranty included in the Indenture solely for the benefit of a particular series other than that series), continued for 90 days after written notice has been given to us by the Trustee or the holders of at least 25% in principal amount of the outstanding debt securities of that series, as provided in the Indenture; |
(v) | certain events involving bankruptcy, insolvency or reorganization; and |
(vi) | any other event of default in respect of the debt securities of that series. (Section 501) |
• | conducting any proceeding for any remedy available to the Trustee; or |
• | exercising any trust or power conferred on the Trustee with respect to the debt securities of that series. (Section 512) |
• | the holder has previously given to the Trustee written notice of a continuing event of default with respect to the debt securities of that series; |
• | the holders of at least 25% of the aggregate principal amount of the outstanding debt securities of the relevant series have made written request, and the holder or holders have offered reasonable indemnity, to the Trustee to institute the proceeding; and |
• | the Trustee has failed to institute a proceeding, and has not received from the holders of a majority of the aggregate principal amount of the outstanding debt securities of the relevant series a direction inconsistent with the request, within 60 days after the notice, request and offer. (Section 507) |
(i) | change the stated maturity of the principal of, or any installment of principal of or interest on, any debt security; |
(ii) | reduce the principal amount of, or any premium payable upon the redemption of or rate of interest on, any debt security; |
(iii) | reduce the amount of principal of an original issue discount security payable upon acceleration of maturity; |
(iv) | change the place or currency of payment of principal of, or any premium or interest on, any debt security; |
(v) | impair the right to institute suit for the enforcement of any payment on or with respect to any debt security on or after the maturity date (or, in the case of redemption, on or after the redemption date); |
(vi) | reduce the percentage of the principal amount of outstanding debt securities of any series that is required to consent to the modification or amendment of the Indenture; |
(vii) | reduce the percentage of the principal amount of outstanding debt securities of any series necessary for waiver of compliance with certain provisions of the Indenture or for waiver of certain defaults; or |
(viii) | make certain modifications to the provisions of the Indenture with respect to modification and waiver. (Section 902) |
• | in certain circumstances, we may omit to comply with certain restrictive covenants, including those described under “Covenants — Restrictions on Secured Debt,” “Covenants — Limitation on Sale and Leasebacks,” “SEC Reports,” “Consolidation, Merger and Sale of Assets” and other covenants identified in any supplemental indenture; and |
• | in those circumstances, the occurrence of certain events of default, which are described above in clause (iv) (with respect to the restrictive covenants) under “Events of Default,” will be deemed not to be or result in an event of default with respect to the debt securities. |
• | issue or register the transfer of or exchange any debt security during a period beginning 15 days before the day of mailing of a notice of redemption and ending on the day of the mailing; or |
• | register the transfer of or exchange any debt security selected for redemption, in whole or in part, except the unredeemed portion of any debt security being redeemed in part. (Section 305) |
• | limited-purpose trust company organized under the New York Banking Law; |
• | banking organization within the meaning of the New York Banking Law; |
• | member of the U.S. Federal Reserve System; |
• | clearing corporation within the meaning of the New York Uniform Commercial Code; and |
• | clearing agency registered under the provisions of Section 17A of the Exchange Act. |
• | DTC notifies us that it is unwilling or unable to continue as depository or DTC ceases to be a registered clearing agency and, in either case, a successor depository is not appointed by us within 90 days; |
• | we determine not to require all of the debt securities of a series to be represented by a global security and notify the applicable trustee of our decision; or |
• | an event of default is continuing. |
• | the designation of the series; |
• | the number of shares within the series; |
• | whether dividends are cumulative and, if cumulative, the dates from which dividends are cumulative; |
• | the rate of any dividends, any conditions upon which dividends are payable, and the dates of payment of dividends; |
• | whether the shares are redeemable, the redemption price and the terms of redemption; |
• | the establishment of a sinking fund, if any, for the purchase or redemption of shares; |
• | the amount payable to you for each share you own if we dissolve or liquidate; |
• | whether the shares are convertible or exchangeable, the price or rate of conversion or exchange, and the applicable terms and conditions; |
• | any restrictions on issuance of shares in the same series or any other series; |
• | any voting rights applicable to the series of preference stock; |
• | the seniority or parity of the dividends or assets of the series with respect to other series of preference stock; |
• | whether the holders will be entitled to any preemptive or preferential rights to purchase additional securities; and |
• | any other rights, preferences or limitations of such series. |
• | any transaction in which, among other requirements, the consideration to be received by the holders of each class of capital stock is equal to the highest of (1) the highest price per share paid by the Interested Shareholder on the date the person first became an Interested Shareholder; (2) the highest price per share the Interested Shareholder paid for a share of such class, which purchase was consummated in the past two years; (3) the fair market value per share of the same class on the day such transaction was announced; and (4) the fair market value per share of the same class on the day the person became an Interested Shareholder; or |
• | any transaction that is approved by our continuing directors (as defined in our certificate of incorporation). |
• | the merger or consolidation of the corporation with the interested stockholder or any corporation that after the merger or consolidation would be an affiliate or associate of the interested stockholder; |
• | the sale, lease, exchange, mortgage, pledge, transfer or other disposition to or with an interested stockholder or any affiliate or associate of the interested stockholder having an aggregate market value of 10% or more of the corporation’s assets, 10% or more of the market value of all of the corporation’s outstanding stock or 10% or more of the earning power or income of that corporation; or |
• | the issuance or transfer to an interested stockholder or any affiliate or associate of the interested stockholder of 5% or more of the aggregate market value of the outstanding stock of the corporation. |
• | the payment of dividends or other cash distributions to the holders of depository receipts when such dividends or other cash distributions are made with respect to the preference stock; |
• | the voting by a holder of depository shares of the preference stock underlying such depository shares at any meeting called for such purpose; |
• | if applicable, the redemption of depository shares upon our redemption of shares of preference stock held by the depository; |
• | if applicable, the exchange of depository shares upon an exchange by us of shares of preference stock held by the depository for debt securities or common stock; |
• | if applicable, the conversion of the shares of preference stock underlying the depository shares into shares of our common stock, other shares of our preference stock or our debt securities; |
• | the terms upon which the deposit agreement may be amended and terminated; |
• | a summary of the fees to be paid by us to the depository; |
• | the terms upon which a depository may resign or be removed by us; and |
• | any other terms of the depository shares, the deposit agreement and the depository receipts. |
• | the designation, aggregate principal amount, currencies, denominations and terms of the series of debt securities purchasable upon exercise of warrants to purchase debt securities and the price at which such debt securities may be purchased upon such exercise; |
• | the number of shares of common stock purchasable upon the exercise of warrants to purchase common stock and the price at which such number of shares of common stock may be purchased upon such exercise; |
• | the number of shares and series of preference stock or depository shares purchasable upon the exercise of warrants to purchase preference stock or depository shares and the price at which such number of shares of such series of preference stock or depository shares may be purchased upon such exercise; |
• | the designation and number of units of other securities purchasable upon the exercise of warrants to purchase other securities and the price at which such number of units of such other securities may be purchased upon such exercise; |
• | the date on which the right to exercise such warrants shall commence and the date on which such right shall expire; |
• | United States federal income tax consequences applicable to such warrants; |
• | the amount of warrants outstanding as of the most recent practicable date; and |
• | any other terms of such warrants. |
• | To the extent required, we will name any agent involved in a sale of securities, as well as any commissions payable by us to such agent, in the applicable prospectus supplement. Unless we indicate otherwise in the applicable prospectus supplement, our agents will act on a best efforts basis for the period of their appointment. |
• | If we use an underwriter or underwriters, we will execute an underwriting agreement with the underwriter or underwriters at the time that we reach an agreement for the sale of our securities. The underwriters will acquire the securities for their own account. |
• | To the extent required, we will include the names of the specific managing underwriter or underwriters, as well as any other underwriters, and the terms of the transactions, including the compensation the underwriters and dealers will receive, the proceeds to be received from the sale of the securities and any exchanges on which the securities may be listed, in the applicable prospectus supplement. |
• | Underwriters will be allowed to offer securities to the public either through underwriting syndicates represented by one or more managing underwriters or directly by one or more firms acting as underwriters. The underwriters will use this prospectus in conjunction with the applicable prospectus supplement to sell our securities. |
• | Unless otherwise stated in the applicable prospectus supplement, the underwriters’ obligation to purchase the securities will be subject to certain conditions, and the underwriters will be obligated to purchase all the offered securities if they purchase any of them. |
• | The underwriters may change from time to time any initial public offering price and any discounts, concessions or commissions allowed or paid to dealers. |
• | The underwriters will be able to resell the securities from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price, which may be changed, at varying prices determined at the time of sale, at prices related to market prices or at negotiated prices. Underwriters may be involved in any at-the-market offering of securities by or on our behalf. |
• | To the extent required, the applicable prospectus supplement will set forth that the underwriters may be allowed to purchase and sell the securities in the open market during and after an offering. These transactions may include overallotment and stabilizing transactions and purchases to cover syndicate short positions created in connection with the offering. |
• | To the extent required, the applicable prospectus supplement will set forth that the underwriters may also impose a penalty bid, which means that selling concessions allowed to syndicate members or other broker-dealers for the offered securities sold for their account may be reclaimed by the syndicate if the |
• | If we use a dealer, we, as principal, will sell our securities to the dealer. |
• | The dealer may then sell our securities to the public at varying prices that the dealer will determine at the time it sells our securities. |
• | To the extent required, we will include the name of the dealer and the terms of our transactions with the dealer in the applicable prospectus supplement. |
• | If we use delayed delivery contracts, we will disclose that we are using them in our applicable prospectus supplement and will tell you when we will demand payment and delivery of the securities under the delayed delivery contracts. |
• | These delayed delivery contracts will be subject only to the conditions that we set forth in the applicable prospectus supplement. |
• | We will indicate in the applicable prospectus supplement the commission that underwriters and agents soliciting purchases of our securities under delayed contracts will be entitled to receive. |
ITEM 14. | OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. |
| | Per Offering* | |
SEC filing fee | | | $** |
Legal fees and expenses | | | * |
Accounting fees and expenses | | | * |
Trustee’s fees and expenses (including counsel fees) | | | * |
Printing fees | | | * |
Transfer agent fees | | | * |
Rating agencies’ fees | | | * |
Miscellaneous | | | * |
Total | | | $* |
* | Because an indeterminate amount of securities is covered by this registration statement, the expenses in connection with the issuance and distribution of the securities are not currently determinable. |
** | Under SEC Rules 456(b) and 457(r), the SEC registration fee will be paid at the time of any particular offering of securities under this registration statement and is therefore not currently determinable. |
ITEM 15. | INDEMNIFICATION OF DIRECTORS AND OFFICERS. |
(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 |
(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 counselor 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 rights conferred upon indemnitees under this Article IV shall not be exclusive of any other rights to which any Corporate Agent seeking indemnification hereunder may be entitled. The rights conferred upon indemnitees under this Article IV shall be contract rights that vest at the time of such person’s service to or at the request of the corporation and such rights shall continue as to an indemnitee who has ceased to be a Corporate Agent and shall inure to the benefit of the indemnitee’s heirs, executors and administrators. |
(h) | Any amendment, modification, alteration or repeal of this Article IV that in any way diminishes, limits, restricts, adversely affects or eliminates any right of an indemnitee or his or her successors to indemnification, advancement of expenses or otherwise shall be prospective only and shall not in any way diminish, limit, restrict, adversely affect or eliminate any such right with respect to any actual or alleged state of facts, occurrence, action or omission then or previously existing, or any action, suit or proceeding previously or thereafter brought or threatened based in whole or in part upon any such actual or alleged state of facts, occurrence, action or omission. |
ITEM 16. | EXHIBITS. |
EXHIBIT NUMBER | | | DESCRIPTION |
1.1(1) | | | Form of Underwriting Agreement |
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4.2(1) | | | Form of Debt Securities |
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4.3(1) | | | Form of Depository Agreement |
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4.4(1) | | | Form of Depository Receipt |
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4.5(1) | | | Form of Warrant Agreement |
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4.6(1) | | | Form of Warrant Certificate |
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4.7(1) | | | Form of Stock Purchase Contract |
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4.8(1) | | | Form of Stock Purchase Unit |
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1. | To be filed by amendment or as an exhibit to a report filed by Vulcan Materials Company under the Securities Exchange Act of 1934, as amended, and incorporated herein by reference. |
2. | Incorporated by reference. |
3. | Filed herewith. |
ITEM 17. | UNDERTAKINGS. |
(a) | 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 1933; |
(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. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; |
(iii) | to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; |
(b) | 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. |
(c) | 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. |
(d) | That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser: |
(i) | Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of this registration statement as of the date the filed prospectus was deemed part of and included in this registration statement; and |
(ii) | Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date. |
(e) | That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting |
(i) | Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
(ii) | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
(iii) | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and |
(iv) | Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
| | VULCAN MATERIALS COMPANY | ||||
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| | By: | | | /s/ J. Thomas Hill | |
| | | | J. Thomas Hill | ||
| | | | Chairman, President and Chief Executive Officer |
Signature | | | Title | | | Date |
/s/ J. Thomas Hill | | | Chairman, President and Chief Executive Officer (Principal Executive Officer) | | | March 12, 2021 |
J. Thomas Hill | | |||||
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/s/ Suzanne H. Wood | | | Senior Vice President and Chief Financial Officer (Principal Financial Officer) | | | March 12, 2021 |
Suzanne H. Wood | | |||||
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/s/ Randy L. Pigg | | | Vice President, Controller (Principal Accounting Officer) | | | March 12, 2021 |
Randy L. Pigg | | |||||
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Melissa H. Anderson | | | Director | | | |
Thomas A. Fanning | | | Director | | | |
O. B. Grayson Hall, Jr. | | | Director | | | |
Cynthia L. Hostetler | | | Director | | | |
Richard T. O’Brien | | | Director | | | |
James T. Prokopanko | | | Director | | | |
Kathleen L. Quirk | | | Director | | | |
David P. Steiner | | | Director | | | |
Lee J. Styslinger, III | | | Director | | | |
George Willis | | | Director | | | |
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/s/ Denson N. Franklin III | | | | | March 12, 2021 | |
Denson N. Franklin III | | | | | ||
Attorney-in-Fact | | | | | ||
For each of the Directors | | | | | ||
Listed Above | | | | |
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Re:
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Registration Statement on Form S-3
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Very truly yours,
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/s/ Womble Bond Dickinson (US) LLP
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/s/ Melissa H. Anderson
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Melissa H. Anderson
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/s/ Thomas A. Fanning
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Thomas A. Fanning
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/s/ O. B. Grayson Hall, Jr.
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O.B. Grayson Hall, Jr.
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/s/ J. Thomas Hill
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J. Thomas Hill
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/s/ Cynthia L. Hostetler
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Cynthia L. Hostetler
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/s/ Richard T. O’Brien
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Richard T. O’Brien
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/s/ James T. Prokopanko
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James T. Prokopanko
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/s/ Kathleen L. Quirk
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Kathleen L. Quirk
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/s/ David P. Steiner
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David P. Steiner
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/s/ Lee J. Styslinger III
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Lee J. Styslinger III
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/s/ George Willis
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George Willis
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Alabama
(Jurisdiction of incorporation or
organization if not a U.S. national
bank)
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63-0371391
(I.R.S. Employer
Identification No.)
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New Jersey
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20-8579133
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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1200 Urban Center Drive
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35242 |
Birmingham, Alabama | (Zip code) |
(Address of principal executive offices) |
(a) |
Name and address of each examining or supervising authority to which it is subject.
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(b) |
Whether it is authorized to exercise corporate trust powers.
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Item 2. |
Affiliations with Obligor.
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Items 3-15. |
No responses are included for Items 3 through 15. Responses to those Items are not required because, as provided in General Instruction B the obligor is not in default on any
securities issued under indentures under which Regions Bank is a trustee.
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Item 16. List of Exhibits. |
List below all exhibits filed as a part of this Statement of Eligibility.
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Exhibit 1. |
A copy of the Articles of Incorporation of the trustee now in effect.
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Exhibit 2. |
The authority of Regions Bank to commence business was granted under the Articles of Incorporation for Regions Bank, incorporated herein by reference to Exhibit 1 of Form T-1.
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Exhibit 3. |
The authorization to exercise corporate trust powers was granted under the Articles of Incorporation for Regions Bank, incorporated herein by reference to Exhibit 1 of Form T-1.
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Exhibit 4. |
A copy of the bylaws of the trustee as now in effect.
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Exhibit 5. |
Not applicable.
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Exhibit 6. |
The consent of the trustee required by Section 321(b) of the Act.
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Exhibit 7. |
A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.
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Exhibit 8. |
Not applicable.
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Exhibit 9. |
Not applicable.
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REGIONS BANK
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/s/ John Hudson Holcomb, IV
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John Hudson Holcomb, IV
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Assistant Vice President
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Shares
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Outstanding
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Entitled to Vote
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Common Stock, par value $5.00
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21,546
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21,546
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Shares
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Total Voted
FOR
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Total Voted
AGAINST
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Common Stock
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21,546
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0
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BANK: |
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REGIONS BANK an Alabama banking corporation |
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By:
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/s/ Hope D. Mehlman |
Hope D. Mehlman Executive Vice President, Corporate Secretary, Chief Governance Officer, and Deputy General Counsel |
1. |
The name of this corporation shall be Regions Bank. The corporation is a domestic banking corporation.
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2. |
The principal place of business of the corporation shall be 1900 Fifth Avenue North, Birmingham, Alabama 35203. The general business of Regions Bank (the “Bank”) shall be conducted
at its main office and its branches and other facilities.
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3. |
The Bank shall have the following objects, purposes and powers:
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a. |
To be and serve as an Alabama banking corporation pursuant to the Alabama Banking Code, Section 5-1A-1 et seq. of the Code of Alabama 1975,
as amended (together with any act amendatory thereof, supplementary thereto or substituted therefor, hereinafter referred to as the “Banking Code”), with all the power and authority that may be exercised by an Alabama banking corporation.
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b. |
To engage in any lawful business, act or activity for which a banking corporation may be organized under Alabama law, it being the purpose and intent of this section to invest the
Bank with the broadest objects, purposes and powers lawfully permitted an Alabama banking corporation.
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c. |
To engage in any lawful business, act or activity for which a corporation may be organized under the Alabama Business Corporation Law of 2019, Section 10A-2A-1.01 et seq. of the Code of Alabama 1975, as amended (together with any act amendatory thereof, supplementary thereto or substituted therefor, hereinafter referred to as the “ABCL”), to the extent not
inconsistent with the provisions of the Banking Code or any other regulation of a banking corporation in the State of Alabama.
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d. |
Without limiting the scope and generality of the foregoing, the Bank shall have the following specific objects, purposes and powers:
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i. |
To conduct a general banking business through such means and at such places as the Board of Directors may deem proper.
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ii. |
To sue and be sued, complain and defend, in its corporate name.
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iii. |
To have a corporate seal which may be altered at pleasure, and to use the same by causing it, or a facsimile thereof, to be impressed or affixed or in any other manner reproduced.
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iv. |
To purchase, take, receive, lease or otherwise acquire, own, hold, improve, use and otherwise deal in and with, real or personal property, or any interest therein, wherever situated.
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v. |
To sell, convey, mortgage, pledge, lease, exchange, transfer and otherwise dispose of all or any part of its property and assets, subject to the limitations hereinafter prescribed.
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vi. |
To lend money and use its credit to assist its employees.
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vii. |
To purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge or otherwise dispose of, and otherwise use and deal in and
with, shares or other interests in, or obligations of, other domestic or foreign corporations, associations, partnerships or individuals, or direct or indirect obligations of the United States or of any other government, state, territory,
governmental district or municipality or of any instrumentality thereof as may be permitted by law or appropriate regulations.
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viii. |
To make contracts, guarantees and indemnity agreements and incur liabilities, borrow money at such rates of interest as the corporation may determine, issue its notes, bonds and other
obligations, and secure any of its obligations by mortgage, pledge of or creation of security interests in, all or any of its property, franchises or income, or any interest therein.
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ix. |
To lend money for its corporate purposes, invest and reinvest its funds and take and hold real and personal property as security for the payment of funds so loaned or invested.
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x. |
To conduct its business, carry on its operations and have offices and exercise the powers granted by this section, within or without the State of Alabama.
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xi. |
To elect or appoint and remove officers and agents of the Bank, define their duties and fix their compensation.
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xii. |
To make and alter by its board of directors by-laws not inconsistent with its certificate of incorporation or with the laws of the State of Alabama for the administration and
regulation of the affairs of the Bank.
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xiii. |
To make donations for the public welfare or for charitable, scientific or educational purposes.
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xiv. |
To transact any lawful business which the board of directors shall find will be in aid of governmental policy.
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xv. |
To pay pensions and establish pension plans, pension trusts, profit sharing plans, stock bonus plans, stock option plans and other incentive plans for any or all of its directors,
officers and employees.
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xvi. |
To be a promoter, incorporator, partner, member, trustee, associate or manager of any domestic or foreign corporation, partnership, joint venture, trust or other enterprise.
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xvii. |
To consolidate or merge, before or after the completion of its works, with any other foreign or domestic corporation or corporations engaged in the business of banking or trust
companies doing a banking business.
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xviii. |
To discount bills, notes or other evidences of debt.
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xix. |
To receive and pay out deposits, with or without interest, pay checks and impose charges for any services.
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xx. |
To receive on special deposit money, bullion or foreign coins or bonds or other securities.
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xxi. |
To buy and sell foreign and domestic exchanges, gold and silver bullion or foreign coins, bonds, bills of exchange, notes and other negotiable paper.
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xxii. |
To lend money on personal security or upon pledges of bonds, stocks or other negotiable securities.
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xxiii. |
To take and receive security by mortgage, security or otherwise on property, real and personal.
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xxiv. |
To become trustee for any purpose and be appointed and act as executor, administrator, guardian, receiver or fiduciary.
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xxv. |
To lease real and personal property upon specific request of a customer, provided that it complies with any applicable Jaws of the State of Alabama regulating leasing real property or
improvements thereon to others.
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xxvi. |
To perform computer, management and travel agency services for others.
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xxvii. |
To subscribe to the capital stock and become a member of the Federal Reserve System and comply with rules and regulations thereof.
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xxviii. |
To do business and exercise directly or through operating subsidiaries any powers incident to the business of banks.
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a. |
The number of Directors constituting the entire Board shall be fixed from time to time by vote of a majority of the entire Board; provided, however, that the number of Directors shall
not be reduced so as to shorten the term of any Director at the time in office; provided further, that the number of Directors shall not be less than five (5) nor more than twenty-five (25). Each Director shall be the record owner of the
requisite number of shares of common stock of the Bank’s parent bank holding company fixed by the appropriate regulatory authorities.
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b. |
Notwithstanding any other provisions of this Second Amended and Restated Certificate of Incorporation or the by-laws of the Bank (and notwithstanding the fact that some lesser
percentage may be specified by law, this Second Amended and Restated Certificate of Incorporation or the by-laws of the Bank), any Director or the entire Board of Directors of the Bank may be removed at any time, with or without cause, by
the affirmative vote of the holder(s) of ninety percent (90%) or more of the outstanding shares of capital stock of the Bank entitled to vote generally in the election of directors (considered for this purpose as one class) cast at a
meeting of stockholders called for that purpose.
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a. |
Stockholders shall not have pre-emptive rights to purchase shares of any class of capital stock of the Bank. The Bank, at any time and from time to time, may authorize and issue debt
obligations, whether or not subordinated, without the approval of the stockholders.
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b. |
Authority is hereby expressly granted to the Board of Directors from time to time to issue any authorized but unissued shares of Common Stock for such consideration and on such terms
as it may determine. Every share of Common Stock of the Bank shall have one vote at any meeting of stockholders and may be voted by the stockholders of record either in person or by proxy.
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c. |
In the event of any liquidation, dissolution or winding up of the Bank, or upon the distribution of the assets of the Bank, the assets of the Bank remaining after satisfaction of all
obligations and liabilities shall be divided and distributed ratably among the holders of the Common Stock. Neither the merger nor the consolidation of the Bank with another corporation, nor the sale or lease of all or substantially all of
the assets of the Bank, shall be deemed to be a liquidation, dissolution or winding up of the Bank or a distribution of its assets.
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/s/ Hope D. Mehlman
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Hope D. Mehlman
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Executive Vice President, Corporate Security,
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Chief Governance Officer, and Deputy General Counsel
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/s/ Mike Hill
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Mike Hill
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Superintendent of Banks
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REGIONS BANK
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/s/ John Hudson Holcomb, IV
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John Hudson Holcomb, IV
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Assistant Vice President
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ASSETS
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Thousands of Dollars
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Cash and balances due from depository institutions:
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18,037,000
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Securities:
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28,536,000
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Federal funds sold and securities purchased under agreement to resell:
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0
|
Loans and leases held for sale:
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1,898,000
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Loans and leases net of unearned income and allowance:
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83,099,000
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Trading Assets:
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854,000
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Premises and fixed assets:
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2,373,000
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Other real estate owned:
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31,000
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Investments in unconsolidated subsidiaries and associated companies:
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97,000
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Direct and indirect investments in real estate ventures:
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0
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Intangible assets:
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5,117,000
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Other assets:
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6,434,000
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Total Assets:
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146,476,000
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LIABILITIES
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Thousands of Dollars
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Deposits
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124,229,000
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Federal funds purchased and securities sold under agreements to repurchase
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0
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Trading liabilities:
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23,000
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Other borrowed money:
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356,000
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Subordinated notes and debentures:
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496,000
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Other Liabilities:
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3,018,000
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Total Liabilities
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128,122,000
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EQUITY CAPITAL
|
Thousands of Dollars
|
Common Stock
|
0
|
Surplus
|
16,399,000
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Retained Earnings
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640,000
|
Accumulated other comprehensive income
|
1,315,000
|
Total Equity Capital
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18,354,000
|
Total Liabilities and Equity Capital
|
146,476,000
|
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