Amendment No. 1 to Schedule 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. 1)

 

 

 

 

VULCAN MATERIALS COMPANY


(Name of Issuer)

 

Common Stock


(Title of Class of Securities)

 

929160109


                                (CUSIP Number)                                

 

Not Applicable


(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

x Rule 13d-1(b)

¨ Rule 13d-1(c)

¨ Rule 13d-1(d)

 

 

*   The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 


CUSIP No. 929160109                                                                                                                                              

 

  1.  

Names of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only).

 

        Regions Financial Corporation

        No. 63-0589368

   
  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨

(b)  ¨

   
  3.  

SEC Use Only

 

   
  4.  

Citizenship or Place of Organization

 

            Delaware

   

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

  5.    Sole Voting Power

 

         -0-

 

  6.    Shared Voting Power

 

        4,645,607

 

  7.    Sole Dispositive Power

 

         -0-

 

  8.    Shared Dispositive Power

 

        4,810,012

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

            5,389,764

   
10.  

Check box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

¨

   
11.  

Percent of Class Represented by Amount in Row (9)

 

            5.64%

   
12.  

Type of Reporting Person (See Instructions)

 

            HC

   

 


CUSIP No. 929160109                                                                                                                                          

 

  1.  

Names of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only).

 

        Regions Bank

        No. 63-0371391

   
  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨

(b)  ¨

   
  3.  

SEC Use Only

 

   
  4.  

Citizenship or Place of Organization

 

        Alabama

   

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

  5.    Sole Voting Power

 

        4,645,607

 

  6.    Shared Voting Power

 

        -0-

 

  7.    Sole Dispositive Power

 

        2,453,817

 

  8.    Shared Dispositive Power

 

        2,356,195

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

        5,389,764

   
10.  

Check box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

¨

   
11.  

Percent of Class Represented by Amount in Row (9)

 

        5.64%

   
12.  

Type of Reporting Person (See Instructions)

 

        BK

   


AMENDMENT NO. 1

TO

STATEMENT ON

SCHEDULE 13G

FILED WITH THE

SECURITIES AND EXCHANGE COMMISSION

ON BEHALF OF

REGIONS FINANCIAL CORPORATION

AND

REGIONS BANK

Report for the Calendar Year Ended December 31, 2007

 

Item 1(a)    Name of Issuer:
   Vulcan Materials Company
Item 1(b)    Address of Issuer’s Principal Executive Offices:
   P.O. Box 385014
   Birmingham, Alabama 35238-5014
Item 2(a)    Name of Persons Filing:
  

Regions Financial Corporation

Regions Bank

Item 2(b)    Address of Principal Business Office or, if none, Residence:
  

Regions Financial Corporation

1900 Fifth Avenue North

Birmingham, Alabama 35203

  

Regions Bank

1900 Fifth Avenue North

Birmingham, Alabama 35203

Item 2(c)    Citizenship:
   Regions Financial Corporation is a Delaware corporation. Regions Bank is a bank organized under the laws of the State of Alabama.
Item 2(d)    Title of Class of Securities:
   Common stock
Item 2(e)    CUSIP Number: 929160109


Item 3        If this Statement is filed pursuant to Rules 13d-1(b) or 13d- 2(b) or (c), check whether the person filing is a:

 

         (a)               ¨   Broker or Dealer registered under Section 15 of the Act (15 U.S.C. 78o)
         (b)               x   Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c)
         (c)               ¨   Insurance Company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c)
         (d)               ¨   Investment Company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8)
         (e)               ¨   An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E)
         (f)               ¨   An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F)
         (g)               x   A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G)
         (h)               ¨   A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813)
         (i)               ¨   A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3)
         (j)               ¨   Group, in accordance with §240.13d-1(b)(1)(ii)(J)

 

Item 4    Ownership   
   (a)    Amount Beneficially Owned:
  

     Regions Financial Corporation:                  

  

5,389,764

  

     Regions Bank:                                  

  

5,389,764

   (b)    Percent of Class:
  

     Regions Financial Corporation:                  

  

5.64%

  

     Regions Bank:                                  

  

5.64%

   (c)     Number of shares as to which the person has:   
  

(i)    sole power to vote or to direct the vote:

  
  

     Regions Financial Corporation:

  

0

  

     Regions Bank:

  

4,645,607

  

(ii)    shared power to vote or to direct the vote:

  


Regions Financial Corporation:                4,645,607

Regions Bank:

               0

(iii)  sole power to dispose or to direct the disposition of:

 

Regions Financial Corporation:

               0

Regions Bank:

               2,453,817

(iv)  shared power to dispose or to direct the disposition of:

 

Regions Financial Corporation:

               4,810,012

Regions Bank:

               2,356,195

 

   Pursuant to Rule 13d-4, it is hereby declared that the filing of this Statement shall not be construed as an admission that Regions Financial Corporation or Regions Bank is, for the purpose of Sections 13(d) or 13(g) of the Securities Exchange Act of 1934, the beneficial owner of any securities covered by this Statement.
Item 5   

Ownership of Five Percent or Less of a Class

   Not applicable
Item 6    Ownership of More than Five Percent on Behalf of Another Person
   All of the shares covered by this Statement are held by trusts and estates of which Regions Financial Corporation’s subsidiary, Regions Bank, is a fiduciary. No single one of these trusts and estates holds as much as five percent of the class. Generally, under the terms of the instrument establishing each such trust or estate, dividends on and proceeds from the sale of securities held by the trust or estate are paid to it, with distribution of any such amounts to beneficiaries thereof being made from the trust or estate pursuant to the terms of the governing instrument.
Item 7    Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Controlled Person
   See Exhibit 1.
Item 8    Identification and Classification of Members of the Group
   Not applicable.
Item 9    Notice of Dissolution of Group
   Not applicable.


Item 10    Certification
   By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

Signatures:

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

 

February 14, 2008

   

Date

 

REGIONS FINANCIAL CORPORATION

   
By:  

/s/    Carl L. Gorday      

     
  Signature      
       

Carl L. Gorday
Assistant General Counsel and Assistant Secretary

     
Name/Title      


After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

 

February 14, 2008

   

Date

 

REGIONS BANK

   
By:  

/s/    Carl L. Gorday        

     
  Signature      
       

Carl L. Gorday
Assistant General Counsel and Assistant Secretary

     
Name/Title      


EXHIBIT 1

TO

AMENDMENT NO. 1

TO

STATEMENT ON

SCHEDULE 13G

FILED WITH THE

SECURITIES AND EXCHANGE COMMISSION

ON BEHALF OF

REGIONS FINANCIAL CORPORATION

AND

REGIONS BANK

Report for the Calendar Year Ended December 31, 2007

The securities covered by this Statement are held in a fiduciary capacity by the following subsidiary of Regions Financial Corporation, which is a bank as defined in Section 3(a)(6) of the Securities Exchange Act of 1934, and classified in Item 3(b) of Schedule 13G:

Regions Bank


EXHIBIT 2

TO

AMENDMENT NO. 1

TO

STATEMENT ON

SCHEDULE 13G

FILED WITH THE

SECURITIES AND EXCHANGE COMMISSION

ON BEHALF OF

REGIONS FINANCIAL CORPORATION

AND

REGIONS BANK

Report for the Calendar Year Ended December 31, 2007

The undersigned, Regions Financial Corporation and Regions Bank, hereby agree that the foregoing Statement on Schedule 13G is filed on behalf of each of them.

 

REGIONS FINANCIAL CORPORATION
By:  

/s/    Carl L. Gorday

  Carl L. Gorday, Assistant General Counsel and Assistant Secretary
 

 

REGIONS BANK
By:  

/s/    Carl L. Gorday

Carl L. Gorday, Assistant General Counsel

and Assistant Secretary