-----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, LADvMW4RLf/Yds4GBSUwzSJEjdkC0kZ7spAZSKIiNebgYvA6uTCt5zn+mb/LrN7F NaqaOtcl6NUs2ATVtXy2sw== 0001209191-07-064604.txt : 20071116 0001209191-07-064604.hdr.sgml : 20071116 20071116152920 ACCESSION NUMBER: 0001209191-07-064604 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20071116 FILED AS OF DATE: 20071116 DATE AS OF CHANGE: 20071116 ISSUER: 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: VA FISCAL YEAR END: 1231 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: McAbee Ronald G CENTRAL INDEX KEY: 0001292894 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33841 FILM NUMBER: 071253123 BUSINESS ADDRESS: BUSINESS PHONE: 2052983625 MAIL ADDRESS: STREET 1: VULCAN MATERIALS COMPANY STREET 2: 1200 URBAN CENTER DRIVE CITY: BIRMINGHAM STATE: AL ZIP: 35242 3 1 doc3.xml FORM 3 SUBMISSION X0202 3 2007-11-16 0 0001396009 Vulcan Materials CO VMC 0001292894 McAbee Ronald G 1200 URBAN CENTER DRIVE BIRMINGHAM AL 35242 0 1 0 0 President, Western Division Common Stock 37523.37 D Stock Options (Right to Buy) 45.167 2000-02-11 2009-02-11 Common Stock 11850 D Stock Options (Right to Buy) 42.344 2001-02-10 2010-02-10 Common Stock 23000 D Stock Options (Right to Buy) 44.90 2002-02-09 2011-02-09 Common Stock 15000 D Stock Options (Right to Buy) 45.95 2003-02-07 2012-02-07 Common Stock 15000 D Stock Options (Right to Buy) 31.465 2004-01-01 2013-02-13 Common Stock 11000 D Stock Options (Right to Buy) 46.76 2005-01-01 2014-02-12 Common Stock 15000 D Stock Options (Right to Buy) 68.63 2005-12-08 2015-12-08 Common Stock 30000 D Stock Options (Right to Buy) 57.095 2005-12-31 2015-02-10 Common Stock 15000 D Stock Appreciation Right 109.20 2008-02-08 2017-02-08 Common Stock 19560 D Phantom Stock (Deferred Stock Units) Common Stock 1406.83 D Performance Share Units 2007-12-31 Common Stock 2500 D Performance Share Units 2009-12-31 Common Stock 2620 D The option vests over five years in 20% increments each year on the anniversary of the grant date. The option vests over five years in 20% increments each year on January 1 following the grant date. The option is fully vested as of the grant date, however, the sale of underlying shares is restricted until January 1, 2009. Represents time-based restricted stock units ("RSUs") and performance-based performance share units ("PSUs") reported as shares of common stock. The reporting person has elected, upon the vesting thereof, to defer the receipt of these shares under the terms of the Company's Executive Deferred Compensation Plan. The units are to be settled in Vulcan common stock the year following the year of retirement of the reporting person. Includes 737 PSUs previously inadvertently reported under Table I. Convertible on a one-for-one basis. Performance Share Units vest at December 31 following a three-year award period. At the end of the award period, the Compensation Committee determines the payment amount based on Company performance. The payment is made 100% in stock on a payment date determined by the Compensation Committee. The fair market value of the award is not determinable until the payment date. Common stock and derivative securities of Legacy Vulcan Corp. (formerly named Vulcan Materials Company) were converted, respectively, into common stock and derivative securities of the Issuer pursuant to the merger of a wholly-owned subsidiary of the Issuer with and into Legacy Vulcan Corp., pursuant to which Legacy Vulcan Corp. became a wholly-owned subsidiary of the Issuer. The reporting person's holdings remain unchanged except for the change in the issuer of the securities. Exhibit List Exhibit 24 - Power of Attorney /s/ Jerry F. Perkins, Attorney-in-Fact 2007-11-16 EX-24.3_211698 2 poa.txt POA DOCUMENT EXHIBIT 24 POWER OF ATTORNEY Know all men by these presents that the undersigned hereby constitutes and appoints each of William F. Denson, III, Amy M. Tucker and Jerry F. Perkins, signing singly, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the capacity as an officer and/or director of Vulcan Materials Company, a New Jersey corporation (the "Company"), Forms 3, 4 and 5, Schedule 13D and Schedule 13G and amendments thereto in accordance with Sections 13(d) and 16(a) of the Securities Exchange Act of 1934 and the rules thereunder, and any other forms or reports the undersigned may be required to file in connection with the undersigned's ownership, acquisition, or disposition of securities of the Company; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete the execution of any such Form 3, 4 or 5, Schedule 13D, Schedule 13G, or other form or report, and timely file such form, schedule or report with the United States Securities and Exchange Commission and any other authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his or her discretion. The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or their substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned's responsibilities to comply with Sections 13(d) and 16 of the Securities Exchange Act of 1934. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5, Schedule 13D, Schedule 13G, or other form or report with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 16th day of November, 2007. /S/ RONALD G. MCABEE Ronald G. McAbee -----END PRIVACY-ENHANCED MESSAGE-----