S-4
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As filed with the Securities and Exchange Commission on April 12, 2007
Registration No. 333-          
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
 
 
Form S-4
 
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
 
 
 
VIRGINIA HOLDCO, INC.
(Exact name of Registrant as specified in its charter)
 
         
New Jersey   1400   20-8579133
(State or other jurisdiction of
incorporation or organization)
  (Primary Standard Industrial
Classification Code Number)
  (I.R.S. Employer
Identification No.)
 
c/o Vulcan Materials Company
1200 Urban Center Drive
Birmingham, Alabama 35242
205-298-3000
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
 
 
 
 
William F. Denson, III, Esq.
Vice President and Secretary
Virginia Holdco, Inc.
c/o Vulcan Materials Company
1200 Urban Center Drive
Birmingham, Alabama 35242
205-298-3000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
 
 
 
 
Copies to:
 
             
    Thomas A. Roberts, Esq.   Daniel B. Nunn Jr., Esq.   Edward D. Herlihy, Esq.
John D. Milton, Jr., Esq. 
  Raymond O. Gietz, Esq.   McGuireWoods LLP   Igor Kirman, Esq.
Florida Rock Industries, Inc. 
  Weil, Gotshal & Manges LLP   Bank of America Tower   Wachtell, Lipton, Rosen & Katz
155 East 21st Street
  767 Fifth Avenue   50 North Laura Street, Suite 3300   51 West 52nd Street
Jacksonville, Florida 32206
  New York, New York 10154   Jacksonville, Florida 32202   New York, New York 10019
904-355-1781
  212-310-8000   904-360-6339   212-403-1000
 
 
 
 
Approximate date of commencement of proposed sale of the securities to the public:  As soon as practicable after this Registration Statement becomes effective and all other conditions to the proposed mergers described herein have been satisfied or waived.
 
If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  o
 
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o
 
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o
 
                         
            Proposed Maximum
          Amount of
Title of Each Class of
          Offering Price
    Proposed Maximum Aggregate
    Registration
Securities to be Registered     Amount to be Registered(1)     Per Share     Offering Price(2)     Fee(3)
Common Stock, par value $0.01 per share
    13,087,491     Not Applicable     $1,441,008,865     $45,000
                         
 
(1) The number of shares of common stock, par value $0.01 per share, of the registrant (“Holdco Common Stock”) being registered is based upon the product obtained by multiplying (i) 69,245,981 shares of common stock, par value $0.10 per share, of Florida Rock Industries, Inc. (“Florida Rock Common Stock”) estimated to be outstanding immediately prior to the Florida Rock merger (including 3,296,644 shares of Florida Rock common stock subject to options exercisable prior to the expected closing of the Florida Rock merger), by (ii) 30% (being the maximum number of shares of Florida Rock Common Stock convertible into shares of Holdco Common Stock), by (iii) the exchange ratio of 0.63.
 
(2) Pursuant to Rules 457(f)(1) and 457(c) under the Securities Act of 1933, as amended (the “Securities Act”) and solely for the purpose of calculating the registration fee, the proposed maximum aggregate offering price is equal to (i) the product obtained by multiplying (a) $67.71 (the average of the high and low prices of Florida Rock Common Stock on April 11, 2007), by (b) 69,245,981 shares of Florida Rock Common Stock (estimated number of shares of Florida Rock Common Stock to be cancelled in the Florida Rock merger), minus (ii) $3,247,636,509 (the estimated amount of cash to be paid by the registrant to Florida Rock’s shareholders in the Florida Rock merger).
 
(3) Determined in accordance with Section 6(b) of the Securities Act at a rate equal to $30.70 per $1,000,000 of the proposed maximum aggregate offering price.
 
The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
 


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The information in this proxy statement/prospectus is not complete and may be changed. We may not sell the securities offered by this proxy statement/prospectus until the registration statement filed with the Securities and Exchange Commission is effective. This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction where an offer or solicitation is not permitted.
 
SUBJECT TO COMPLETION DATED APRIL 12, 2007
 
(LOGO)
 
TO THE SHAREHOLDERS OF
FLORIDA ROCK INDUSTRIES, INC.
 
FLORIDA ROCK MERGER PROPOSED — YOUR VOTE IS VERY IMPORTANT
 
Dear Shareholder,
 
After careful consideration, the board of directors of Florida Rock Industries, Inc. (“Florida Rock”), by a unanimous vote of directors voting, has adopted an agreement and plan of merger with Vulcan Materials Company (“Vulcan”). As part of the transaction, Florida Rock and Vulcan will become subsidiaries of Virginia Holdco, Inc., a new holding corporation (“Holdco”), and Florida Rock common shareholders will have the right to elect to receive either $67.00 in cash, without interest, or 0.63 of a share of Holdco common stock for each share of Florida Rock common stock that they own. The elections are subject to proration so that, in the aggregate, 70% of all outstanding shares of Florida Rock common stock will be exchanged for cash and 30% of all outstanding shares of Florida Rock common stock will be exchanged for shares of Holdco common stock. In addition, Vulcan common shareholders will receive one share of Holdco common stock for each share of Vulcan common stock that they own. Approximately 13,088,718 shares of Holdco common stock will be issued in the merger in exchange for shares of Florida Rock common stock. Upon completion of the transaction, we estimate that Florida Rock’s former shareholders will own approximately 12%, and former Vulcan shareholders will own approximately 88%, of the common stock of Holdco. The common stock of Holdco is expected to be listed on the New York Stock Exchange under Vulcan’s current ticker symbol, “VMC,” Vulcan is expected to be renamed “VMC Corp.” and Holdco is expected to be renamed “Vulcan Materials Company” after the closing of the transaction.
 
Florida Rock will hold a special meeting of shareholders at which we will ask our shareholders to approve the merger agreement. Information about this meeting and the transaction is contained in this proxy statement/prospectus. In particular, see “Risk Factors” beginning on page 14. We urge you to read this proxy statement/prospectus, and the documents incorporated by reference into this proxy statement/prospectus, carefully and in their entirety.
 
The approval of the merger agreement requires the affirmative vote of a majority of the outstanding shares of Florida Rock common stock. No vote of Vulcan shareholders is required in order to approve the merger agreement. Pursuant to a support agreement with certain members and affiliates of the Baker family, such members and affiliates of the Baker family have agreed to vote certain of the shares of Florida Rock common stock beneficially owned by them, representing approximately 9.9% of the outstanding shares of Florida Rock common stock, in favor of the approval of the merger agreement.
 
Whether or not you plan to attend the special meeting, please vote as soon as possible to make sure that your shares are represented at that meeting. If you do not vote, it will have the same effect as voting against the merger proposal.
 
The Florida Rock board of directors unanimously recommends (with the undersigned, Edward L. Baker and Thompson S. Baker II abstaining) that you vote FOR the approval of the merger agreement.
 
Sincerely,
 
/s/  John D. Baker II
John D. Baker II
President and Chief Executive Officer
Florida Rock Industries, Inc.
 
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under this proxy statement/prospectus or determined if this proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.
 
This proxy statement/prospectus is dated          , 2007, and is first being mailed to shareholders of Florida Rock on or about          , 2007.


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(LOGO)
 
FLORIDA ROCK INDUSTRIES, INC.
155 East 21st Street, Jacksonville, Florida 32206
 
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD          , 2007
 
To the Shareholders of Florida Rock Industries, Inc.:
 
A special meeting of the shareholders of Florida Rock Industries, Inc. will be held at          , on          , 2007 at   a.m., local time, for the following purposes:
 
1. to consider and vote upon the approval of the Agreement and Plan of Merger, dated as of February 19, 2007, as amended on April 9, 2007, by and among Vulcan Materials Company, a New Jersey corporation, Florida Rock Industries, Inc., a Florida corporation, Virginia Holdco, Inc., a New Jersey corporation, Virginia Merger Sub, Inc., a New Jersey corporation, and Fresno Merger Sub, Inc., a Florida corporation;
 
2. to consider and vote upon an adjournment of the special meeting, if necessary or appropriate, to permit further solicitation of proxies if there are not sufficient votes at the special meeting to approve the first proposal described above; and
 
3. to transact such other business as may properly come before the special meeting and any adjournment or postponement thereof.
 
We have included a copy of the Agreement and Plan of Merger as Annex A to the accompanying proxy statement/prospectus. The proxy statement/prospectus further describes the matters to be considered at the special meeting.
 
The approval of the merger agreement requires the affirmative vote of a majority of the outstanding shares of Florida Rock common stock. Pursuant to a support agreement with certain members and affiliates of the Baker family, such members and affiliates of the Baker family have agreed to vote certain of the shares of Florida Rock common stock beneficially owned by them, representing approximately 9.9% of the outstanding shares of Florida Rock common stock, in favor of the approval of the merger agreement. The affirmative vote of a majority of the votes cast at the special meeting is required to approve the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies.
 
The board of directors of Florida Rock unanimously (with Edward L. Baker, John D. Baker II and Thompson S. Baker II abstaining) recommends that you vote FOR the approval of the Agreement and Plan of Merger at the special meeting and FOR the approval of the adjournment of the meeting, if necessary or appropriate, to solicit additional proxies.
 
Only shareholders of record at the close of business on          , 2007 will be entitled to notice of and to vote at the special meeting and any adjournments or postponements thereof. To vote your shares, please complete and return the enclosed proxy card to us or grant your proxy by telephone or through the Internet. You may also cast your vote in person at the special meeting. Please vote promptly whether or not you expect to attend the special meeting.
 
By Order of the Board of Directors,
 
   
/s/  John D. Milton, Jr.
John D. Milton, Jr.
Executive Vice President
Treasurer and Chief Financial Officer
 
          , 2007
 
 
PLEASE VOTE YOUR SHARES PROMPTLY.
 
YOU CAN FIND INSTRUCTIONS FOR VOTING ON THE ENCLOSED PROXY CARD. IF YOU HAVE QUESTIONS ABOUT THE PROPOSALS OR ABOUT VOTING YOUR SHARES, PLEASE CALL           AT (     ) - (     ) COLLECT OR (     ) - (     ) TOLL FREE.
 
 


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REFERENCES TO ADDITIONAL INFORMATION
 
This proxy statement/prospectus incorporates important business and financial information from other documents that are not included in or delivered with this proxy statement/prospectus. This information is available to you without charge upon your written or oral request. You can obtain those documents incorporated by reference in this proxy statement/prospectus or other information about the companies that is filed with the Securities and Exchange Commission (the “SEC”) under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), by requesting them in writing or by telephone from the appropriate company at the following addresses and telephone numbers:
 
             
For information about Vulcan:
  For information about Florida Rock:
             
By Mail:
  Vulcan Materials Company   By Mail:   Florida Rock Industries, Inc.
    1200 Urban Center Drive       155 East 21st Street
    Birmingham, Alabama 35242       Jacksonville, Florida 32206
    Attention: Office of the Secretary       Attention: Office of the Secretary
             
By Telephone:
  205-298-3000   By Telephone:   904-355-1781
 
IF YOU WOULD LIKE TO REQUEST ANY DOCUMENTS, PLEASE DO SO BY [          ], 2007 IN ORDER TO RECEIVE THEM BEFORE THE SPECIAL MEETING.
 
For additional information on documents incorporated by reference in this proxy statement/prospectus, please see “Where You Can Find More Information.”


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 EX-23.1: CONSENT OF DELOITTE & TOUCHE LLP
 EX-23.2: CONSENT OF DELOITTE & TOUCHE LLP
 EX-23.3: CONSENT OF KPMG LLP
 EX-99.3: CONSENT OF LAZARD FRERES & CO. LLC
 
LIST OF ANNEXES
 
     
Annex A
  Agreement and Plan of Merger, as amended
Annex B
  Support Agreement
Annex C
  Shareholders Agreement
Annex D
  Opinion of Lazard Frères & Co. LLC
Annex E
  Form of Holdco Amended and Restated Certificate of Incorporation
Annex F
  Form of Holdco Amended and Restated By-Laws
Annex G
  Vulcan Materials Company’s Annual Report on Form 10-K for the year ended December 31, 2006
Annex H
  Vulcan Materials Company’s Proxy Statement for its 2007 Annual Meeting of Shareholders


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QUESTIONS AND ANSWERS ABOUT THE TRANSACTION
 
The questions and answers below highlight only selected procedural information from this proxy statement/prospectus. They do not contain all of the information that may be important to you. You should read carefully the entire proxy statement/prospectus and the additional documents incorporated by reference into this proxy statement/prospectus to fully understand the voting procedures for the special meeting and the procedures for making cash and share elections.
 
Q. What is the proposed transaction for which I am being asked to vote?
 
A. You, as a shareholder of Florida Rock Industries, Inc., are being asked to vote to approve at a special meeting an Agreement and Plan of Merger dated as of February 19, 2007, as amended on April 9, 2007, which we refer to in this proxy statement/prospectus as the “merger agreement,” entered into by and among Vulcan Materials Company, Florida Rock Industries, Inc., Virginia Holdco, Inc., Virginia Merger Sub, Inc. and Fresno Merger Sub, Inc. In this proxy statement/prospectus, we also refer to Vulcan Materials Company as “Vulcan,” to Florida Rock Industries, Inc. as “Florida Rock,” and to Virginia Holdco, Inc. as “Holdco.”
 
Subject to the terms and conditions of the merger agreement, Virginia Merger Sub, Inc. (a wholly owned subsidiary of Holdco) will merge with and into Vulcan (which we refer to as the “Vulcan merger”), and Fresno Merger Sub, Inc. (a wholly owned subsidiary of Holdco) will merge with and into Florida Rock (which we refer to as the “Florida Rock merger”). We refer to the Vulcan merger and the Florida Rock merger together as the “mergers,” and neither merger will occur unless both do. Vulcan and Florida Rock will survive their respective mergers as wholly owned subsidiaries of Holdco.
 
You are also being asked to vote to approve the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the merger agreement.
 
Q. Are Vulcan shareholders being asked to vote on the proposed transaction?
 
A. No. No vote of Vulcan shareholders is required to approve the merger agreement.
 
Q. What will I receive for my Florida Rock shares in the Florida Rock merger?
 
A. You may make one of the following elections, or a combination of the two, regarding the type of merger consideration you wish to receive in exchange for your shares of Florida Rock common stock:
 
• a cash election to receive $67.00 in cash, without interest, for each share of Florida Rock common stock; or
 
• a share election to receive 0.63 of a share of Holdco common stock for each share of Florida Rock common stock.
 
If you make a cash election or a share election, the form of merger consideration that you actually receive as a Florida Rock shareholder may be adjusted as a result of the proration procedures pursuant to the merger agreement as described in this proxy statement/prospectus under “The Mergers — Florida Rock Shareholders Making Cash and Share Elections” on page 50. These proration procedures are designed to ensure that 30% of Florida Rock shares outstanding immediately prior to the Florida Rock merger are converted into Holdco shares and 70% of Florida Rock shares outstanding immediately prior to the Florida Rock merger are converted into cash.


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Q. How and when do I make a cash election or a share election?
 
A. You should carefully review and follow the instructions accompanying the form of election provided together with this proxy statement/prospectus. To make a cash election or a share election, Florida Rock shareholders of record must properly complete, sign and send the form of election and any stock certificates representing their Florida Rock shares to          , the exchange agent, at the following address:
 
Attention:  [     ]
Telephone Number:  [     ]
 
Questions regarding the cash or share elections should be directed to:
 
Attention:  [     ]
Telephone Number:  [     ]
 
The exchange agent must receive the form of election and any stock certificates representing Florida Rock shares, a book-entry transfer of shares or a guarantee of delivery as described in the instructions accompanying the form of election by the election deadline. The election deadline will be 5:00 p.m., EDT, on          , 2007, the date of the special meeting, unless the completion of the Florida Rock merger will occur more than four business days following the date of the special meeting, in which case the election deadline will be extended until two business days before the completion of the Florida Rock merger. Vulcan and Florida Rock will publicly announce the election deadline at least five business days prior to the anticipated completion date of the Florida Rock merger.
 
If you own Florida Rock shares in “street name” through a bank, broker or other nominee and you wish to make an election, you should seek instructions from the financial institution holding your shares concerning how to make your election.
 
If you are a participant in the Florida Rock Industries, Inc. Profit Sharing and Deferred Earnings Plan or The Arundel Corporation Profit Sharing and Savings Plan and you wish to make an election, you should seek instructions from your plan administrator concerning how to make your election with respect to Florida Rock shares allocated to your account.
 
Q. Can I elect to receive cash consideration for a portion of my Florida Rock shares and share consideration for my remaining Florida Rock shares?
 
A. Yes. The form of election allows an election to be made for cash consideration or share consideration for all or any portion of your Florida Rock shares.
 
Q. Can I change my election after the form of election has been submitted?
 
A. Yes. You may revoke your election prior to the election deadline by submitting a written notice of revocation to the exchange agent or by submitting new election materials. Revocations must specify the name in which your shares are registered on the stock transfer books of Florida Rock and such other information as the exchange agent may request. If you wish to submit a new election, you must do so in accordance with the election procedures described in this proxy statement/prospectus and the form of election. If you instructed a broker to submit an election for your shares, you must follow your broker’s directions for changing those instructions. Whether you revoke your election by submitting a written notice of revocation or by submitting new election materials, the notice or materials must be received by the exchange agent by the election deadline in order for the revocation to be valid.
 
Q. May I transfer Florida Rock shares after an election is made?
 
A. No. Florida Rock shareholders who have made elections will be unable to sell or otherwise transfer their shares after making the election, unless the election is properly revoked before the election deadline or unless the merger agreement is terminated.


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Q. What if I do not send a form of election or it is not received?
 
A. If the exchange agent does not receive a properly completed form of election from you before the election deadline, together with any stock certificates representing the shares you wish to exchange for cash or shares of Holdco common stock, properly endorsed for transfer, a book-entry transfer of shares or a guarantee of delivery as described in the form of election, then you will have no control over the type of merger consideration you receive. As a result, your Florida Rock shares may be exchanged for cash consideration, share consideration or a combination of cash consideration and share consideration consistent with the proration procedures contained in the merger agreement and described under “The Mergers — Florida Rock Shareholders Making Cash and Share Elections” beginning on page 50. Because the value of the share consideration and cash consideration may differ and other shareholders would likely elect the consideration having the higher value, in such a circumstance you would likely receive the consideration having the lower value at the time. You bear the risk of delivery and should send any form of election by courier or by hand to the appropriate addresses shown in the form of election.
 
If you do not make a valid election with respect to the Florida Rock shares you own of record, after the completion of the Florida Rock merger, you will receive written instructions from the exchange agent on how to exchange your Florida Rock stock certificates for the shares of Holdco common stock and/or cash that you are entitled to receive in the Florida Rock merger as a non-electing Florida Rock shareholder.
 
Q. May I submit a form of election even if I do not vote to approve the merger agreement?
 
A. Yes. You may submit a form of election even if you vote against the approval of the merger agreement or abstain with respect to the approval of the merger agreement.
 
Q. What shareholder approvals are needed for Florida Rock?
 
A. Approval of the merger agreement requires the affirmative vote of a majority of the outstanding shares of Florida Rock common stock.
 
Each holder of Florida Rock common stock is entitled to one vote per share.
 
As of          , 2007, the record date for determining shareholders entitled to vote at the special meeting, there were           shares of Florida Rock common stock outstanding.
 
Pursuant to a support agreement with certain members and affiliates of the Baker family, such members and affiliates of the Baker family have agreed to vote certain shares of Florida Rock common stock beneficially owned by them, representing approximately 9.9% of the outstanding shares of Florida Rock common stock, in favor of the approval of the merger agreement.
 
The affirmative vote of a majority of the votes cast at the special meeting is required to approve the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the meeting to approve the merger agreement.
 
Q. When and where is the special meeting?
 
A. The special meeting will be held at          , on          , 2007 at   a.m., local time.
 
Q. What is the recommendation of the Florida Rock Board of Directors?
 
A. The Florida Rock Board of Directors unanimously (with Edward L. Baker, John D. Baker II and Thompson S. Baker II abstaining) recommends a vote FOR the approval of the merger agreement and a vote FOR the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies.
 
Q. Why was the merger agreement amended?
 
A. The merger agreement was amended on April 9, 2007, for the purpose of providing that certificates representing shares of Vulcan common stock immediately prior to the Vulcan merger will from and after the


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Vulcan merger represent the same number of shares of Holdco common stock. Consequently, no new certificates representing shares of Holdco common stock will be issued in exchange for existing certificates representing shares of Vulcan common stock.
 
Q. What do I need to do now?
 
A. After carefully reading and considering the information contained in this proxy statement/prospectus, please respond by completing, signing and dating your proxy card or voting instruction card and returning it in the enclosed postage-paid envelope, or, if available, by submitting your proxy or voting instruction by telephone or through the Internet, as soon as possible so that your shares may be represented and voted at the special meeting. If you hold shares registered in the name of a broker, bank or other nominee, that broker, bank or other nominee has enclosed or will provide a voting instruction card for use in directing your broker, bank or other nominee how to vote those shares.
 
Q. Should I send in my stock certificates with my proxy card or my form of election?
 
A. Please DO NOT send your Florida Rock stock certificates with your proxy card. You should send in your Florida Rock stock certificates to the exchange agent with your form of election.
 
If you wish to make an election with respect to your Florida Rock shares, prior to the election deadline, you should send your completed, signed form of election together with your Florida Rock stock certificates, properly endorsed for transfer, a book-entry transfer of your Florida Rock shares or a guarantee of delivery to the exchange agent as described in the form of election. If your shares are held in “street name,” you should follow your broker’s instructions for making an election with respect to your shares. If you are a participant in the Florida Rock Industries, Inc. Profit Sharing and Deferred Earnings Plan or The Arundel Corporation Profit Sharing and Savings Plan and you wish to make an election, you should seek instructions from your plan administrator concerning how to make your election with respect to Florida Rock shares allocated to your account.
 
If you make no election with respect to your Florida Rock shares, after the completion of the Florida Rock merger you will receive a letter of transmittal for you to use in surrendering any Florida Rock stock certificates you have at that time.
 
Q. If my shares are held in “street name” by a broker, bank or other nominee, will my broker, bank or other nominee vote my shares for me?
 
A. If you hold your shares in “street name” and do not provide voting instructions to your broker, your shares will not be voted on any proposal on which your broker does not have discretionary authority to vote. Generally, your broker, bank or other nominee does not have discretionary authority to vote on the merger proposal. Accordingly, your broker, bank or other nominee will vote your shares held by it in “street name” only if you provide instructions to it on how to vote. You should follow the directions your broker, bank or other nominee provides. Shares that are not voted because you do not properly instruct your broker, bank or other nominee will have the effect of votes against the approval of the merger agreement. Broker non-votes will have no effect on the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies.
 
Q. If I beneficially own Florida Rock shares held pursuant to any Florida Rock Plan, will I be able to vote on approval of the merger agreement and elect whether to receive cash or share consideration?
 
A. If your shares are held through the Florida Rock Industries, Inc. Profit Sharing and Deferred Earnings Plan or The Arundel Corporation Profit Sharing and Savings Plan, which we refer to in this proxy statement/prospectus collectively as the “Florida Rock Plans,” you must instruct your plan administrator on how to vote your shares. If you hold shares through any Florida Rock Plan, your shares in the plan may be voted even if you do not instruct the trustee how to vote, as explained in your voting instructions. Participants in the Florida Rock Industries, Inc. Profit Sharing and Deferred Earnings Plan and The Arundel Corporation Profit Sharing and Savings Plan will be able to direct how they want Florida Rock shares allocated to their accounts as of the record


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date to be voted and whether they want to elect cash consideration or share consideration to be allocated to their accounts in exchange for each Florida Rock share in their accounts as of the closing date.
 
Q. What if I don’t vote?
 
A. If you fail to respond with a vote on the merger proposal, or if you respond and indicate that you are abstaining from voting, it will have the same effect as a vote against the approval of the merger agreement. A non-response or abstention will have no effect with respect to the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies. If you respond but do not indicate how you want to vote, your proxy will be counted as a vote in favor of approving the merger agreement and a vote in favor of the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies. If you hold your shares through any Florida Rock Plan, your shares in the plan may be voted even if you do not instruct the trustee how to vote as explained in your voting instructions.
 
Q. Can I change my vote after I have delivered my proxy?
 
A. Yes. You can change your vote at any time before your proxy is voted at the special meeting. If you are a holder of record, you can do so by:
 
• filing a written notice of revocation with the Secretary, Florida Rock Industries, Inc., 155 E. 21st Street, Jacksonville, Florida 32206.
 
• submitting a new proxy before the special meeting. If you submit your proxy or voting instruction electronically through the Internet or by telephone, you can change your vote by submitting a proxy or voting instruction at a later date, in which case your later-submitted proxy or voting instruction will be recorded and your earlier proxy or voting instruction will be revoked.
 
• attending the special meeting and voting in person. Attendance at the special meeting will not in and of itself constitute revocation of a proxy.
 
If your shares are held in an account at a broker, bank or other nominee, you should contact your broker, bank or other nominee to change your vote. If the special meeting is postponed or adjourned, it will not affect the ability of shareholders of record as of the record date to exercise their voting rights or to revoke any previously granted proxy using the methods described above.
 
Q. What does it mean if I receive more than one proxy card or more than one email instructing me to vote?
 
A. If you receive more than one proxy card or more than one email instructing you to vote, your shares are registered in more than one name or are registered in different accounts. Please complete, date, sign and return each proxy card, and respond to each email, to ensure that all your shares are voted.
 
Q. What does it mean if multiple members of my household are shareholders but we received only one set of proxy materials?
 
A. If you hold shares in “street name,” in accordance with a notice sent to certain brokers, banks or other nominees, we are sending only one proxy statement/prospectus to an address unless we received contrary instructions from any shareholder at that address. This practice, known as “householding,” is designed to reduce our printing and postage costs.
 
Q. Am I entitled to appraisal rights?
 
A. No. Under the Florida Business Corporation Act (the “FBCA”), Florida Rock shareholders are not entitled to appraisal rights in connection with the Florida Rock merger.
 
Q. What are the tax consequences to Florida Rock shareholders of the mergers?
 
A. Assuming that the mergers are completed as currently contemplated, we expect that the exchange of shares by a Florida Rock shareholder solely for Holdco common stock will be nontaxable to such shareholder for


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U.S. federal income tax purposes, except in respect of any cash that such shareholder receives in lieu of fractional shares of Holdco common stock. We expect that a Florida Rock shareholder who exchanges shares of Florida Rock common stock for a combination of Holdco common stock and cash will only recognize gain up to the amount of cash received. We expect that the exchange of shares of Florida Rock common stock by a Florida Rock shareholder solely for cash will be taxable to such shareholder for U.S. federal income tax purposes.
 
Tax matters are very complicated. You should be aware that the tax consequences to you of either merger may depend upon your own situation. In addition, you may be subject to state, local or foreign tax laws that are not discussed in this proxy statement/prospectus. You should therefore consult with your own tax advisor for a full understanding of the tax consequences to you of the mergers. For more information regarding the tax consequences of the mergers, please see “The Mergers — Material United States Federal Income Tax Consequences” beginning on page 46.
 
Q. When are the mergers expected to be completed?
 
A. We expect to complete the mergers in mid-year 2007. Because the Florida Rock merger is subject to shareholder approval and because the mergers are subject to governmental approvals, we cannot predict the exact timing of their completion.
 
Q. Who can help answer my questions?
 
A. If you have any questions about the mergers or how to submit your proxy, or if you need additional copies of this proxy statement/prospectus, the form of election or the enclosed proxy card or voting instruction card, you should contact:
 
[          ]


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SUMMARY
 
This summary highlights selected information in this proxy statement/prospectus and may not contain all of the information that is important to you. To understand the transaction fully and to obtain a more complete description of the legal terms of the merger agreement, you should carefully read this entire proxy statement/prospectus, including the Annexes, and the documents to which we refer you. Please see “Where You Can Find More Information.”
 
THE COMPANIES
 
Vulcan Materials Company
 
1200 Urban Center Drive
Birmingham, Alabama 35242
205-298-3000
 
Vulcan Materials Company, a New Jersey corporation, provides infrastructure materials that are required by the American economy. Vulcan is the nation’s largest producer of construction aggregates and a leader in the production of other construction materials. Vulcan’s construction materials business produces and sells aggregates — primarily crushed stone, sand and gravel — that are used in nearly all forms of construction. In particular, large quantities of aggregates are used to build roads and nonresidential infrastructure. References to “Vulcan” in this proxy statement/prospectus refer to Vulcan Materials Company.
 
Florida Rock Industries, Inc.
 
155 East 21st Street
Jacksonville, Florida 32206
904-355-1781
 
Florida Rock Industries, Inc., a Florida corporation, is one of the nation’s leading producers of construction aggregates, a major provider of ready-mix concrete and concrete products in the Southeastern and mid-Atlantic states and a significant supplier of cement in Florida and Georgia. Florida Rock operates through three business segments: construction aggregates, concrete products and cement and calcium. The construction aggregates segment is engaged in the mining, processing, distribution and sale of sand, gravel and crushed stone. The concrete products segment is engaged in production and sale of ready-mix concrete and concrete products, as well as sales of other building materials. The cement and calcium products segment is engaged in the production and sale of Portland and masonry cement, the importation of cement and slag and the sale of calcium products to the animal feed industry. References to “Florida Rock” in this proxy statement/prospectus refer to Florida Rock Industries, Inc.
 
Virginia Holdco, Inc.
 
c/o Vulcan Materials Company
1200 Urban Center Drive
Birmingham, Alabama 35242
205-298-3000
 
Virginia Holdco, Inc. is a newly incorporated New Jersey corporation that is currently a wholly owned subsidiary of Vulcan but, upon consummation of the mergers, will become the holding company of Vulcan and Florida Rock. The common stock of Holdco is expected to be listed on the New York Stock Exchange under Vulcan’s current ticker symbol, “VMC,” and following the mergers, Holdco will be renamed “Vulcan Materials Company.” References to “Holdco” in this proxy statement/prospectus refer to Virginia Holdco, Inc.


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Virginia Merger Sub, Inc.
 
c/o Vulcan Materials Company
1200 Urban Center Drive
Birmingham, Alabama 35242
205-298-3000
 
Virginia Merger Sub, Inc. is a wholly owned subsidiary of Holdco formed solely to effect the Vulcan merger and has not conducted and will not conduct any business during any period of its existence. Pursuant to the merger agreement, Virginia Merger Sub, Inc. will merge with and into Vulcan, with Vulcan continuing as the surviving corporation and a wholly owned subsidiary of Holdco. References to “Virginia Merger Sub” in this proxy statement/prospectus refer to Virginia Merger Sub, Inc.
 
Fresno Merger Sub, Inc.
 
c/o Vulcan Materials Company
1200 Urban Center Drive
Birmingham, Alabama 35242
205-298-3000
 
Fresno Merger Sub, Inc. is a wholly owned subsidiary of Holdco formed solely to effect the Florida Rock merger and has not conducted and will not conduct any business during any period of its existence. Pursuant to the merger agreement, Fresno Merger Sub, Inc. will merge with and into Florida Rock, with Florida Rock continuing as the surviving corporation and a wholly owned subsidiary of Holdco. References to “Fresno Merger Sub” in this proxy statement/prospectus refer to Fresno Merger Sub, Inc.


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THE MERGERS
 
Effect of the Mergers (see page 24)
 
The organization of Vulcan, Florida Rock and Holdco before and after the mergers is illustrated below.
 
Before the Mergers
 
PIE CHART


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After the Mergers
 
PIE CHART
 
(1)  To be renamed “Vulcan Materials Company”
 
(2)  To be renamed “VMC Corp.”
 
Florida Rock Common Shareholders to Choose Among Receiving Shares of Holdco Common Stock or Cash, or a Combination of the Two, Subject to Proration (see page 24)
 
In the Florida Rock merger, Florida Rock common shareholders will have the right to choose between receiving $67.00 in cash, without interest, or 0.63 of a share of Holdco common stock per share of Florida Rock common stock, subject to proration. These proration procedures are designed to ensure that 70% of Florida Rock shares outstanding immediately prior to the Florida Rock merger are converted into cash and 30% of Florida Rock shares outstanding immediately prior to the Florida Rock merger are converted into Holdco shares.
 
Vulcan Common Shareholders to Receive Shares of Holdco Common Stock (see page 24)
 
In the Vulcan merger, each outstanding share of Vulcan common stock (other than shares owned by Vulcan) will be converted into one share of Holdco common stock.
 
Stock Exchange Listing and Stock Prices (see page 68)
 
Because the exchange ratio is fixed in the merger agreement, the market value of the Holdco common stock that Florida Rock shareholders receive in the Florida Rock merger may vary significantly from that implied by current trading prices.
 
Holdco common stock is currently not traded or quoted on a stock exchange or quotation system. However, upon consummation of the mergers, it is expected that Holdco common stock will be traded on the New York Stock Exchange under the ticker symbol “VMC.”


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Vulcan common stock trades on the New York Stock Exchange under the symbol “VMC” and Florida Rock common stock trades on the New York Stock Exchange under the symbol “FRK.” The table below shows the pro forma equivalent per share value of Vulcan common stock and Florida Rock common stock at the close of the regular trading session on February 16, 2007, the last trading day before the public announcement of the mergers, and April 9, 2007, the most recent trading day for which information was available.
 
                                 
    Vulcan
    Florida Rock
    Vulcan Pro Forma
    Florida Rock Pro
 
Date
  Closing Price     Closing Price     Equivalent(1)     Forma Equivalent(2)  
 
February 16, 2007
  $ 111.81     $ 46.96     $ 111.81     $ 70.44  
April 11, 2007
  $ 116.14     $ 67.52     $ 116.14     $ 73.17  
 
 
(1) The pro forma equivalent per share value of Vulcan common stock is calculated by multiplying the Vulcan closing price by the Vulcan merger exchange ratio of 1.0.
 
(2) The pro forma equivalent per share value of Florida Rock common stock is calculated by multiplying the Vulcan closing price by the Florida Rock merger exchange ratio of 0.63.
 
Because the 0.63 exchange ratio in the Florida Rock merger is fixed and will not be adjusted as a result of changes in market prices, the implied value of the merger consideration will fluctuate with the market price of Vulcan common stock. You should obtain current market quotations for the shares of both companies from a newspaper, the Internet or your broker.
 
Receipt of Shares of Holdco Common Stock in Florida Rock Merger Structured to Be Generally Nontaxable to Florida Rock Shareholders (see page 46)
 
Subject to the limitations and qualifications described in “The Merger Agreement — Material U.S. Federal Income Tax Consequences” below, the exchange of Florida Rock common stock and Vulcan common stock for Holdco common stock pursuant to the mergers, taken together, has been structured to be treated for United States federal income tax purposes as an exchange described in Section 351 of the Internal Revenue Code of 1986, as amended (the “Code”). As a result, assuming the mergers are so treated, for United States federal income tax purposes, (i) holders of Florida Rock common stock who receive solely cash will have a taxable transaction and will recognize gain or loss in connection with the receipt of cash in exchange for their Florida Rock common stock; (ii) holders of Florida Rock common stock who receive Holdco common stock will not recognize any loss in the Florida Rock merger, and will recognize gain on the exchange only to the extent of any cash received; and (iii) no gain or loss will be recognized by Holdco, Vulcan, Virginia Merger Sub, Florida Rock or Fresno Merger Sub as a result of the mergers.
 
The United States federal income tax consequences described above may not apply to all holders of Florida Rock common stock, including certain holders specifically referred to in the section titled “The Merger Agreement — Material U.S. Federal Income Tax Consequences.” Your tax consequences will depend on your own situation. You should consult your tax advisor to fully understand the tax consequences of the mergers to you.
 
Florida Rock Board of Directors Recommends that Florida Rock Shareholders Vote to Approve the Merger Agreement and the Adjournment of the Special Meeting, if Necessary or Appropriate, to Solicit Additional Proxies (see page 29)
 
The Florida Rock board of directors unanimously (with Edward L. Baker, John D. Baker II and Thompson S. Baker II abstaining) recommends that the Florida Rock shareholders vote FOR the approval of the merger agreement and FOR the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the meeting to approve the merger agreement.
 
Florida Rock Board of Directors’ Reasons for the Merger (see page 29)
 
In the course of reaching its decision to adopt the merger agreement and the transactions contemplated thereby, the Florida Rock board of directors considered a number of factors in its deliberations. Those factors are described in “The Mergers — Florida Rock’s Reasons for the Florida Rock Merger” beginning on page 29.


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Opinion of Florida Rock’s Financial Advisor (see page 32)
 
Lazard Frères & Co. LLC (“Lazard”) has rendered its opinion to the Florida Rock board of directors that as of February 19, 2007, the date of the merger agreement, and based on and subject to the considerations, assumptions and limitations described in its opinion, the merger consideration to be paid to the holders of Florida Rock common stock (other than Vulcan and its subsidiaries) in the Florida Rock merger was fair, from a financial point of view, to such holders. See “The Mergers — Opinion of Florida Rock’s Financial Advisor” beginning on page 32.
 
Vulcan Board of Directors’ Reasons for the Merger (see page 41)
 
In the course of reaching its decision to approve the merger agreement and the transactions contemplated thereby, the Vulcan board of directors considered a number of factors in its deliberations. Those factors are described in “The Mergers — Vulcan’s Reasons for the Mergers” beginning on page 41.
 
Florida Rock Shareholder Vote Required (see page 20)
 
Approval of the merger agreement requires the affirmative vote of a majority of the outstanding shares of Florida Rock common stock. The affirmative vote of a majority of the votes cast at the special meeting is required to approve the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the meeting to approve the merger agreement.
 
Interests of Certain Persons in the Florida Rock Merger (see page 42)
 
You should be aware that some of the directors and executive officers of Florida Rock have interests in the Florida Rock merger that are different from, or are in addition to, the interests of shareholders of Florida Rock. These interests include, but are not limited to: the treatment of stock options held by directors and executive officers of Florida Rock in the Florida Rock merger; the vesting and accelerated payment of certain bonus payments and retirement benefits and the potential payment of certain severance benefits to executive officers; the continued employment after the mergers of Thompson S. Baker II as President of the Florida Rock division of Holdco; John D. Baker II’s service as a director of Holdco after the mergers; the possible purchase by Edward L. Baker and John D. Baker II from Florida Rock of a 6,300 acre property immediately prior to the mergers; the support agreement between Vulcan and the Baker Shareholders; the shareholders agreement among Vulcan, Holdco and the Baker Shareholders; and the indemnification of former Florida Rock officers and directors by Holdco.
 
The Support Agreement (see page 65)
 
Baker Holdings, L.P., Edward L. Baker Living Trust, Edward L. Baker, John D. Baker II Living Trust and Anne D. Baker Living Trust, which we refer to collectively in this proxy statement/prospectus as the Baker Shareholders, entered into a support agreement with Vulcan. The Baker Shareholders (except for the Anne D. Baker Living Trust ) are controlled, directly or indirectly, by Edward L. Baker and John D. Baker II. The support agreement is attached as Annex B to this proxy statement/prospectus.
 
Pursuant to the support agreement, among other things, the Baker Shareholders have agreed to vote shares of Florida Rock common stock representing approximately 9.9% of the outstanding shares of Florida Rock in favor of the approval of the merger agreement and to irrevocably elect to receive Holdco common stock in exchange for shares of Florida Rock common stock representing approximately 30% of the Florida Rock common stock beneficially owned by Edward L. Baker, John D. Baker II and Baker Holdings, L.P. in the Florida Rock merger, subject to proration like all Florida Rock shareholders. The Baker Shareholders have also agreed not to sell or otherwise transfer these shares until the termination of the support agreement.
 
The Shareholders Agreement (see page 66)
 
Vulcan, Holdco and the Baker Shareholders have also entered into a shareholders agreement. The shareholders agreement is attached as Annex C to this proxy statement/prospectus.
 
Pursuant to the shareholders agreement, each Baker Shareholder has agreed not to transfer any shares of Holdco common stock owned by such Baker Shareholder during a restrictive period, other than to certain permitted


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transferees (including, among others, family members and heirs of, and charitable foundations established by, such Baker Shareholder). The restrictive period is generally three years beginning on the effective date of the mergers, subject to some exceptions.
 
Each of the Baker Shareholders has also agreed to additional transfer restrictions for a period of five years following the expiration of the applicable restrictive period, during which a Baker Shareholder may only transfer shares of Holdco common stock if the transfer complies with specified conditions, including a right of first refusal in favor of Holdco.
 
Each of the Baker Shareholders has also agreed, until the expiration of the applicable restrictive period, to vote its shares of Holdco common stock consistent with the recommendations of the Holdco board of directors, and not to tender its shares of Holdco common stock in any tender offer opposed by the Holdco board of directors.
 
Comparison of Shareholder Rights (see page 79)
 
The rights of Florida Rock shareholders are currently governed by the FBCA and Florida Rock’s restated articles of incorporation and restated bylaws. The rights of Vulcan shareholders are currently governed by the New Jersey Business Corporation Act (the “NJBCA”) and Vulcan’s restated certificate of incorporation and restated by-laws. Upon completion of the transaction, Florida Rock shareholders that receive Holdco common stock in the Florida Rock merger and Vulcan shareholders will all be shareholders of Holdco, and their rights will be governed by the NJBCA and Holdco’s restated certificate of incorporation and restated by-laws, which after completion of the transaction will be the same in all material respects as the Vulcan restated certificate of incorporation and restated by-laws that are currently in effect.
 
No Appraisal Rights (see page 55)
 
Under the FBCA, Florida Rock shareholders are not entitled to appraisal rights in connection with the Florida Rock merger. Under the NJBCA, Vulcan shareholders are not entitled to appraisal rights in connection with the Vulcan merger.
 
Board of Directors and Management After the Mergers (see page 46)
 
Immediately following the mergers, the board of directors of Holdco will consist of the Vulcan directors as of the time of the mergers. On the day following the completion of the mergers, the board of directors of Holdco will be expanded to include John D. Baker II, Florida Rock’s current President and Chief Executive Officer and a director of Florida Rock. At that time, Holdco’s board of directors will be divided into three classes, with one class elected at each annual meeting to serve a three-year term.
 
Following the mergers, officers of Holdco will consist of the Vulcan officers as of the time of the Vulcan merger, except Thompson S. Baker II, a director and Vice President of Florida Rock, is expected to become president of Holdco’s Florida Rock division.
 
Regulatory Approvals and Conditions to Completion of the Mergers (see pages 49 and 56)
 
Under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), the mergers cannot be completed until the companies have filed required notifications with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice and the specified waiting period requirements have expired or been terminated. Vulcan and Florida Rock both filed the required Notification and Report forms with the Antitrust Division and the Federal Trade Commission on March 12, 2007. On April 11, 2007 the Department of Justice issued a request for additional information and documentary material (referred to as a “Second Request”) which extends the waiting period until thirty days after the parties have substantially complied with this request.
 
In addition to expiration or termination of the relevant waiting period under the HSR Act, the completion of the mergers depends upon the satisfaction or waiver of a number of conditions described below in this proxy statement/prospectus, including, among other things:
 
  •  approval of the merger agreement by the Florida Rock shareholders;


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  •  absence of any legal prohibition on completion of the transaction;
 
  •  receipt of opinions of counsel to Vulcan (with respect to Vulcan common stock) and Florida Rock (with respect to Florida Rock common stock) to the effect that the exchanges of Vulcan common stock or Florida Rock common stock for Holdco common stock will qualify for tax-free treatment for U.S. federal income tax purposes; and
 
  •  material accuracy, as of the closing, of the representations and warranties made by the parties and material compliance by the parties with their respective obligations under the merger agreement.
 
Termination of the Merger Agreement; Fees Payable (see pages 60 and 61)
 
Vulcan and Florida Rock may jointly agree to terminate the merger agreement at any time. Either of Vulcan or Florida Rock also may terminate the merger agreement in various circumstances, including failure to receive the necessary approval of Florida Rock shareholders, failure to receive certain regulatory approvals, or if the other party breaches certain of its obligations in the merger agreement.
 
In several circumstances, including those involving a change in the Florida Rock board’s recommendation in favor of the merger agreement or a third party acquisition proposal, Florida Rock may become obligated to pay a termination fee of $135 million.
 
THE SPECIAL MEETING
 
Special Meeting (see page 20)
 
The special meeting will be held at [          ], Jacksonville, Florida on [          ], 2007, starting at 9:00 a.m., local time.
 
You may vote at the special meeting if you owned shares of Florida Rock common stock at the close of business on [          ], 2007, the record date for the special meeting. On that date there were [          ] shares of Florida Rock common stock outstanding and entitled to vote at the special meeting.
 
You may cast one vote for each share of Florida Rock common stock you owned as of the record date. The affirmative vote of a majority of the outstanding shares of Florida Rock common stock is required for the approval of the merger agreement. The affirmative vote of a majority of the votes cast at the special meeting is required to approve the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the meeting to approve the merger agreement.
 
As of the record date, Florida Rock directors and executive officers and their affiliates (other than Edward L. Baker, John D. Baker II and Baker Holdings, L.P.) owned and were entitled to vote approximately [     ]% of the outstanding shares of Florida Rock common stock. As of the record date, Edward L. Baker, John D. Baker II and Baker Holdings, L.P. beneficially owned shares of Florida Rock common stock representing the power to vote approximately [     ]% of the outstanding shares of Florida Rock common stock.


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SELECTED HISTORICAL AND PRO FORMA FINANCIAL DATA
 
How the Financial Data Was Prepared
 
The following information is provided to aid you in your analysis of the financial aspects of the transaction. The information for Vulcan was derived from the audited financial statements of Vulcan for the years ended December 31, 2002 through 2006. The information of Florida Rock was derived from the audited financial statements of Florida Rock for the years ended September 30, 2002 through 2006 and the unaudited financial statements of Florida Rock for the three months ended December 31, 2005 and 2006. The information is only a summary and you should read it together with Vulcan’s and Florida Rock’s historical financial statements and related notes contained in the annual and quarterly reports and other information that Vulcan and Florida Rock have filed with the SEC, which in the case of Vulcan may be found in its Form 10-K for the year ended December 31, 2006 attached as Annex G hereto and in the case of Florida Rock are incorporated by reference. Please see “Where You Can Find More Information.”
 
Selected Historical Financial Data of Vulcan
 
The selected historical financial data set forth below for each of the five years ended December 31, 2006, have been derived from Vulcan’s audited consolidated financial statements. The following data is only a summary and should be read in conjunction with Vulcan’s Annual Report on Form 10-K for the year ended December 31, 2006 attached as Annex G hereto. The statement of earnings data represents amounts from continuing operations.
 
                                         
    Years Ended December 31  
    2006     2005     2004     2003     2002  
    (Amounts in thousands, except per share data)  
 
Statement of Earnings Data:
                                       
Net sales
  $ 3,041,093     $ 2,614,965     $ 2,213,160     $ 2,086,944     $ 1,980,576  
Depreciation, depletion, amortization and accretion
    224,677       220,488       209,989       216,122       205,185  
Operating earnings(1)
    695,059       476,378       401,933       378,318       375,575  
Interest expense, net
    20,139       20,519       34,681       49,635       51,251  
Earnings from continuing operations before income taxes(2)
    703,461       480,237       375,566       335,080       329,195  
Earnings from continuing operations(2)
    477,498       343,835       261,213       237,513       233,236  
Basic earnings per share from continuing operations
  $ 4.89     $ 3.37     $ 2.55     $ 2.33     $ 2.29  
Diluted earnings per share from continuing operations
  $ 4.79     $ 3.30     $ 2.52     $ 2.31     $ 2.28  
Basic weighted average common shares outstanding
    97,577       102,179       102,447       101,849       101,709  
Diluted weighted average common shares outstanding
    99,777       104,085       103,664       102,710       102,515  
Balance Sheet Data (end of period):
                                       
Cash and cash equivalents
  $ 55,230     $ 275,138     $ 271,450     $ 147,769     $ 127,008  
Working capital(3)
    237,692       585,708       991,270       507,290       491,979  
Total assets
    3,424,225       3,588,884       3,665,133       3,636,860       3,448,221  
Long-term debt
    322,064       323,392       604,522       607,654       857,757  
Total shareholders’ equity
    2,001,111       2,126,541       2,013,975       1,802,836       1,696,986  
Book value per common share
  $ 21.15     $ 21.20     $ 19.62     $ 17.71     $ 16.71  
 
 
(1) Operating earnings in 2006 include a pretax gain of $24.8 million related to the sale of contractual rights to mine the Bellwood Quarry in Atlanta, Georgia. Operating earnings also reflect pretax gains on the sale of


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property, plant and equipment, including real estate sales, as follows: 2006 — $5.6 million; 2005 — $8.3 million; 2004 — $23.8 million; 2003 — $27.8 million; 2002 — $9.1 million.
 
(2) Earnings from continuing operations include pretax gains of $28.7 million and $20.4 million in 2006 and 2005, respectively, related to the increase in the carrying value of the ECU (electrochemical unit) earn-out received in connection with the 2005 sale of Vulcan’s Chemicals business. Earnings from continuing operations are presented before the cumulative effect of accounting changes.
 
(3) Working capital as of December 31, 2004 includes the total assets and total liabilities, including noncurrent assets and noncurrent liabilities, of Vulcan’s former Chemicals business, which was sold in 2005. At December 31, 2004, the assets and liabilities of this business were classified as assets held for sale ($458.2 million) and liabilities of assets held for sale including minority interest ($188.4 million).
 
Selected Historical Financial Data of Florida Rock
 
The selected historical financial data set forth below for the five years ended September 30, 2006, have been derived from Florida Rock’s audited consolidated financial statements. The data as of December 31, 2006 and 2005 and for the three months then ended have been derived from Florida Rock’s unaudited consolidated financial statements and, in management’s opinion, include all adjustments, consisting of normal recurring accruals, considered necessary for a fair presentation of the results of operations and financial position for the periods presented.
 
The following data is only a summary and should be read in conjunction with the audited consolidated financial statements, which may be found in Florida Rock’s Annual Report on Form 10-K for the fiscal year ended September 30, 2006, and the unaudited consolidated condensed financial statements, which may be found in Florida Rock’s Quarterly Report on Form 10-Q for the three months ended December 31, 2006 incorporated herein by reference. Operating results for the three months ended December 31, 2006, are not necessarily indicative of the results for the full fiscal year ending September 30, 2007.
 
                                                         
    Three Months Ended December 31     Years Ended September 30  
    2006     2005     2006     2005     2004     2003     2002  
    (Amounts in thousands, except per share data)  
 
Statement of Earnings Data:
                                                       
Net sales
  $ 287,059     $ 297,834     $ 1,328,271     $ 1,126,608     $ 926,609     $ 728,674     $ 707,459  
Depreciation, depletion, amortization and accretion
    19,017       16,806       74,687       64,558       63,628       63,126       66,152  
Operating earnings(1)
    66,906       61,749       319,475       249,473       175,928       112,299       106,447  
Interest (income) expense, net
    (1,193 )     (477 )     (2,902 )     295       1,340       (659 )     2,412  
Earnings from continuing operations before income taxes
    68,976       66,165       330,084       255,632       177,953       116,308       106,320  
Earnings from continuing operations
    44,279       42,015       211,409       157,653       113,670       75,601       68,895  
Basic earnings per share from continuing operations
  $ 0.68     $ 0.64     $ 3.22     $ 2.41     $ 1.75     $ 1.17     $ 1.08  
Diluted earnings per share from continuing operations
  $ 0.67     $ 0.63     $ 3.16     $ 2.36     $ 1.72     $ 1.15     $ 1.06  
Basic weighted average common shares outstanding
    65,339       65,557       65,621       65,306       64,810       64,420       63,934  
Diluted weighted average common shares outstanding
    66,453       66,828       66,829       66,764       66,133       65,464       65,144  
Balance Sheet Data (end of period):
                                                       
Cash and cash equivalents
  $ 69,164     $ 73,489     $ 93,353     $ 68,921     $ 45,891     $ 38,135     $ 3,845  
Working capital
    116,758       119,037       153,925       121,545       39,435       94,371       39,406  
Total assets
    1,271,015       1,082,941       1,236,260       1,052,991       934,929       886,154       733,349  
Long-term debt
    16,364       16,593       16,423       18,437       41,927       118,964       43,695  
Total shareholders’ equity
    952,746       782,950       915,896       747,933       620,880       574,422       510,647  
Book value per common share
  $ 14.58     $ 11.94     $ 14.02     $ 11.41     $ 9.55     $ 8.89     $ 7.94  
 
 
(1) Operating earnings include pretax gains on the sale of real estate for the fiscal years ended September 30 as follows: 2006 — $3.6 million; 2005 — $6.4 million; 2004 — $13.2 million; 2003 — $3.6 million; 2002 — $2.8 million. Operating earnings include pretax gains on the sale of real estate for the three month periods ended December 31 as follows: 2006 — $4.0 million; 2005 — $1.2 million.


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Selected Unaudited Pro Forma Condensed Combined Financial Data of Holdco
 
The following selected unaudited pro forma condensed combined financial data has been prepared using the purchase method of accounting and is based on the historical financial statements of Vulcan and Florida Rock. The unaudited pro forma condensed combined statement of earnings data for the twelve months ended December 31, 2006 combines Vulcan’s historical consolidated statement of earnings data for the year ended December 31, 2006 with Florida Rock’s historical consolidated statement of earnings data for the twelve months ended September 30, 2006, and gives effect to the mergers as if the mergers had occurred on January 1, 2006. The unaudited pro forma condensed combined balance sheet data combines Vulcan’s and Florida Rock’s historical consolidated balance sheets as of December 31, 2006, and gives effect to the mergers as if the mergers had occurred on December 31, 2006.
 
The selected unaudited pro forma condensed combined financial data is based on certain assumptions, estimates and adjustments as discussed in the section entitled “Holdco Unaudited Pro Forma Condensed Combined Financial Statements,” including assumptions relating to the allocation of the consideration paid for the assets and liabilities of Florida Rock based on preliminary estimates of their fair value. The data is presented for informational purposes only and is not intended to represent or be indicative of the combined results of operations or financial condition that would have occurred had the mergers been completed on the dates indicated or that may be achieved in the future. Please see the sections entitled “Risk Factors” and “Information Regarding Forward-Looking Statements.”
 
The following data should be read in conjunction with the historical financial statements and accompanying notes of Vulcan, which may be found in its Annual Report on Form 10-K for the year ended December 31, 2006 attached as Annex G hereto, and Florida Rock, which are incorporated by reference in this proxy statement/prospectus, and the unaudited pro forma condensed combined financial statements and accompanying notes beginning on page 69. See “Holdco Unaudited Pro Forma Condensed Combined Financial Statements” beginning on page 69 and “Where You Can Find More Information” beginning on page 95.
 
Pro Forma Condensed Combined Statement of Earnings Data:
 
         
    For the Year
 
    Ended
 
    December 31,
 
    2006  
    (Amounts in thousands,
 
    except per share data)  
 
Net sales
  $ 4,354,198  
Depreciation, depletion, amortization and accretion
    359,017  
Operating earnings
    953,907  
Interest expense, net
    199,384  
Earnings from continuing operations before income taxes
    790,771  
Earnings from continuing operations
    540,573  
Basic earnings per share from continuing operations
  $ 4.92  
Diluted earnings per share from continuing operations
  $ 4.82  
Weighted-average common shares outstanding — basic
    109,930  
Weighted-average common shares outstanding — diluted
    112,130  


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Pro Forma Condensed Combined Balance Sheet Data:
 
         
    As of
 
    December 31,
 
    2006  
    (Amounts in thousands,
 
    except per share data)  
 
Cash and cash equivalents
  $ 124,394  
Working capital
    (850,925 )
Total assets
    8,913,784  
Long-term debt
    2,338,428  
Total shareholders’ equity
    3,409,007  
Book value per common share
  $ 31.87  
 
COMPARATIVE PER SHARE DATA
 
The following table sets forth certain historical per share data for Vulcan and Florida Rock, unaudited pro forma combined per share data, and unaudited pro forma equivalent per share data for Florida Rock. The unaudited pro forma combined per share data has been based upon the historical weighted average number of outstanding shares of Vulcan common stock adjusted to include the number of shares of Holdco common stock that would be issued in the Florida Rock merger under the proposed exchange ratio of 0.63 of a Holdco share for each Florida Rock share and the proposed proration, which provides that 30% of the outstanding shares of Florida Rock common stock will be exchanged for shares of Holdco common stock at the exchange ratio and 70% of the outstanding shares of Florida Rock common stock will be exchanged for $67.00 per share. The unaudited pro forma equivalent per share data for Florida Rock has been based upon the unaudited pro forma combined per share data, multiplied by the exchange ratio of 0.63.
 
The unaudited pro forma combined per share data reflects the mergers as if they had occurred on January 1, 2006. Such pro forma combined per share data has been based upon the historical financial statements of Vulcan and Florida Rock and gives effect to the mergers under the purchase method of accounting for business combinations. As a result, the pro forma combined per share data has been based upon certain assumptions and adjustments as discussed in the section entitled “Holdco Unaudited Pro Forma Condensed Combined Financial Statements.” The pro forma combined financial information is presented for informational purposes only and is not intended to represent or be indicative of the combined results of operations or financial condition that would have occurred had the mergers been completed on the dates indicated or that may be achieved in the future. The following data should be read in conjunction with the historical financial statements and accompanying notes of Vulcan and Florida Rock contained in the annual and quarterly reports and other documents that have been filed with the Securities and Exchange Commission, and the information included under the section entitled “Holdco Unaudited Pro Forma Condensed Combined Financial Statements.” Please see the section entitled “Where You Can Find More Information.”
 
         
    For the Year Ended
 
    December 31,
 
Vulcan Historical Per Share Data
  2006  
 
Basic earnings from continuing operations
  $ 4.89  
Diluted earnings from continuing operations
    4.79  
Cash dividends
    1.48  
Book value (as of December 31, 2006)
    21.15  
 


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    For the Twelve
 
    Months Ended
 
    September 30,
 
Florida Rock Historical Per Share Data
  2006  
 
Basic earnings from continuing operations
  $ 3.22  
Diluted earnings from continuing operations
    3.16  
Cash dividends
    0.60  
Book value (as of December 31, 2006)
    14.58  
 
         
    For the Year Ended
 
    December 31,
 
Unaudited Pro Forma Combined Per Share Data
  2006  
 
Basic earnings from continuing operations
  $ 4.92  
Diluted earnings from continuing operations
    4.82  
Cash dividends
    1.31  
Book value (as of December 31, 2006)
    31.87  
 
         
    For the Twelve
 
    Months Ended
 
    September 30,
 
Unaudited Pro Forma Equivalent Per Share Data for Florida Rock
  2006  
 
Basic earnings from continuing operations
  $ 3.10  
Diluted earnings from continuing operations
    3.04  
Cash dividends
    0.83  
Book value (as of December 31, 2006)
    20.08  

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RISK FACTORS
 
In addition to the other information included in, incorporated by reference in and found in the Annexes attached to, this proxy statement/prospectus, including the matters addressed in the “Cautionary Statement Regarding Forward-Looking Statements” on page 18, you should carefully consider the following risk factors in deciding whether to vote for approval of the merger agreement. Other than risks that could apply to any issuer or any offering, all material risks relating to the transaction are discussed below. In addition, you should read and consider the risks associated with the businesses of Florida Rock and Vulcan. Risks relating to Florida Rock can be found in Item 1A — Risk Factors, in Florida Rock’s Annual Report on Form 10-K for the year ended September 30, 2006, which has been filed with the SEC and is incorporated by reference to this proxy statement/prospectus. Risks relating to Vulcan can be found in Item 1A — Risk Factors, in Vulcan’s Annual Report on Form 10-K for the year ended December 31, 2006, which has been filed with the SEC and is attached as Annex G to this proxy statement/prospectus. You should also read and consider the other information in this proxy statement/prospectus and the other documents incorporated by reference in this proxy statement/prospectus. Please see “Where You Can Find More Information” on page 95. Additional risks and uncertainties not presently known to Florida Rock or Vulcan or that are not currently believed to be important also may adversely affect the transaction and Holdco following the mergers.
 
Florida Rock shareholders may not receive the form of merger consideration that they elect for all their shares and may receive in part a form of consideration that has lower value.
 
The merger agreement contains provisions that are designed to ensure that, in the aggregate, 70% of Florida Rock shares will be converted into cash and 30% of Florida Rock shares will be converted into Holdco common shares. The value of the share consideration at the time of the mergers may be higher than the value of the cash consideration at such time, or vice versa. If elections are made by Florida Rock shareholders to receive more cash or more shares of Holdco than these percentages, either those electing to receive cash or those electing to receive shares of Holdco, respectively, will have the consideration of the type they selected reduced by a pro rata amount, and will receive a portion of their consideration in the form that they did not elect to receive. Accordingly, it is likely that a substantial number of Florida Rock shareholders will not receive a portion of the merger consideration in the form that they elect and that the consideration they do receive will have a lower value than what they elected to receive.
 
Pursuant to the support agreement, among other things, the Baker Shareholders irrevocably elect to receive Holdco common stock in exchange for shares of Florida Rock common stock representing approximately 30% of the Florida Rock common stock beneficially owned by Edward L. Baker, John D. Baker II and Baker Holdings, L.P. in the Florida Rock merger, subject to proration like all Florida Rock shareholders.
 
Because the exchange ratio is fixed, the market value of Holdco common stock issued to you may be less than the value of your shares of Florida Rock common stock.
 
Florida Rock shareholders who receive shares in the Florida Rock merger will receive a fixed number of shares of common stock of Holdco rather than a number of shares with a particular fixed market value. The market values of Vulcan and Florida Rock common stock at the time of the mergers may vary significantly from their prices on the date the merger agreement was executed, the date of this proxy statement/prospectus or the date on which Florida Rock shareholders vote on the Florida Rock merger. Because the exchange ratio will not be adjusted to reflect any changes in the market value of Vulcan or Florida Rock common stock, the market value of the Holdco common stock issued in the Florida Rock merger and the Florida Rock common stock surrendered in the Florida Rock merger may be higher or lower than the values of such shares on such earlier dates, and may be higher or lower than the $67.00 to be paid to Florida Rock shareholders in the cash portion of the Florida Rock merger. Stock price changes may result from a variety of factors, including changes in their businesses and operations, and other factors that are beyond the control of Vulcan and Florida Rock, including changes in their business prospects, regulatory considerations and general and industry specific market and economic conditions. Neither Vulcan nor Florida Rock is permitted to terminate the merger agreement solely because of changes in the market price of either party’s common stock.


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After you submit a form of election, you will not be able to sell those shares, unless you revoke your election prior to the election deadline or the merger agreement is terminated.
 
The deadline for making a cash or share election for Florida Rock shares is 5:00 p.m., EDT, on [     ], 2007, the day of the special meeting of Florida Rock shareholders, unless the completion of the Florida Rock merger will occur more than four business days following the date of this special meeting, in which case the election deadline will be extended until two business days before the completion of the Florida Rock merger. After you submit a form of election, under the terms of the election, you will not be able to sell any Florida Rock shares covered by your form of election, regardless of whether those shares are held in certificated or book-entry form, unless you revoke your election before the deadline by providing written notice to the exchange agent. If you do not revoke your election, you will not be able to sell your Florida Rock shares covered by a form of election prior to completion of the Florida Rock merger. In the time between your submission of a form of election and the completion of the Florida Rock merger, the trading price of Florida Rock common stock may change, and you might otherwise want to sell your Florida Rock shares covered by a form of election to gain access to cash, make other investments, or reduce the potential for an adverse change in the value of your investment.
 
We may fail to realize the anticipated benefits of the mergers, which could adversely affect the value of Holdco stock.
 
The mergers involve the integration of two companies that have previously operated independently. Vulcan and Florida Rock expect the combined company to result in financial and operational benefits, including enhanced earnings growth, overhead savings, operating cost savings and other synergies. However, to realize the anticipated benefits from the mergers, we must successfully combine the businesses of Vulcan and Florida Rock in a manner that permits this earnings growth and cost savings. In addition, we must achieve these savings without adversely affecting revenues. If we are not able to successfully achieve these objectives, the anticipated benefits of the mergers may not be realized fully or at all or may take longer to realize than expected.
 
The failure to integrate successfully Vulcan’s and Florida Rock’s businesses and operations in the expected timeframe may adversely affect Holdco’s future results.
 
Vulcan and Florida Rock have operated and, until the completion of the mergers, will continue to operate, independently. Vulcan and Florida Rock will face significant challenges in consolidating functions, integrating their organizations, procedures and operations in a timely and efficient manner and retaining key Vulcan and Florida Rock personnel. The integration of Vulcan and Florida Rock will be costly, complex and time consuming.
 
The integration process and other disruptions from the transaction could be more costly than we expect or result in the loss of key employees, the disruption of each company’s ongoing businesses or inconsistencies in standards, controls, procedures and policies that adversely affect our ability to maintain relationships with customers, suppliers, employees and others with whom we have business dealings or to achieve the anticipated benefits of the mergers.
 
Integrating Vulcan and Florida Rock may divert management’s attention away from our operations.
 
Successful integration of Vulcan’s and Florida Rock’s organizations, procedures and operations may place a significant burden on the managements of Vulcan and Florida Rock and their internal resources. The integration efforts could divert management’s focus and resources from other strategic opportunities and from operational matters during the integration process.
 
Officers and directors of Florida Rock have certain interests in the Florida Rock merger that are different from, or in addition to, interests of Florida Rock shareholders. These interests may be perceived to have affected their decision to support or approve the Florida Rock merger.
 
Florida Rock officers and directors have certain interests in the Florida Rock merger that are different from, or in addition to, interests of Florida Rock shareholders. These interests include, but are not limited to, the treatment of stock options held by directors and executive officers of Florida Rock in the Florida Rock merger (including the


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acceleration of stock options), the vesting and accelerated payment of certain retirement benefits and the potential payment of certain severance benefits to executive officers, the continued employment after the mergers of Thompson S. Baker II as President of the Florida Rock division of Holdco, John D. Baker II’s service as a director of Holdco after the mergers, the possible purchase by Edward L. Baker and John D. Baker II from Florida Rock of a 6,300 acre property immediately prior to the mergers, the support agreement between Vulcan and the Baker Shareholders, the shareholders agreement among Vulcan, Holdco and the Baker Shareholders, and the indemnification of former Florida Rock officers and directors by Holdco. Florida Rock shareholders should be aware of these interests when considering the Florida Rock board of directors’ recommendation to approve the merger agreement. Please see “The Mergers — Interests of Certain Persons in the Florida Rock Merger.”
 
The costs of the merger could adversely affect Holdco’s operating results.
 
Vulcan and Florida Rock estimate the total merger-related costs, exclusive of employee benefit costs, to be approximately $[     ], primarily consisting of investment banking, legal and accounting fees and financial printing and other related charges. The foregoing estimate is preliminary and subject to change. In addition, the combined company will incur certain expenses in connection with the integration of Vulcan’s and Florida Rock’s businesses. Although Vulcan and Florida Rock expect that the elimination of duplicative costs, as well as the realization of other efficiencies related to the integration of the businesses, may offset incremental transaction and transaction-related costs over time, this net benefit may not be achieved in the near term, or at all.
 
Vulcan’s incurrence of additional debt to pay the cash portion of the merger consideration will significantly increase Vulcan’s interest expense, financial leverage and debt service requirements.
 
Vulcan anticipates borrowing approximately $3.3 billion to $3.4 billion in order to pay for Florida Rock common stock and acquisition related transaction costs. Incurrence of this new debt will significantly increase the combined company’s leverage. While management believes Holdco’s cash flows will be more than adequate to service this debt, there may be circumstances in which required payments of principal and/or interest on this new debt could adversely affect Holdco’s cash flows and operating results, and therefore the market price of Holdco stock.
 
Florida Rock and Vulcan may not be able to obtain the regulatory approvals required to consummate the mergers unless they agree to material restrictions or conditions.
 
Completion of the mergers is conditioned upon the receipt of all required governmental consents and authorizations, including under the HSR Act. Vulcan and Florida Rock intend to pursue all of these consents and authorizations as required by and in accordance with the terms of the merger agreement. Complying with requests from governmental agencies, including requests for additional information and documents, could delay consummation of the mergers. In connection with granting these consents and authorizations, governmental authorities may require divestitures of Vulcan or Florida Rock assets or seek to impose conditions on Holdco’s operations after completion of the mergers. Such divestitures or conditions may jeopardize or delay completion of the mergers or may reduce the anticipated benefits of the mergers. Please see “The Mergers — Regulatory Matters,” “The Merger Agreement — Conditions to Completion of the Mergers” and “The Merger Agreement — Additional Agreements.”
 
The merger agreement contains provisions that could affect the decisions of a third party considering making an alternative acquisition proposal to the Florida Rock merger.
 
Under the terms of the merger agreement, Florida Rock will be required to pay to Vulcan a termination fee of $135 million if the merger agreement is terminated under certain circumstances. In addition, the merger agreement limits the ability of Florida Rock to initiate, solicit, encourage or facilitate certain acquisition or merger proposals from a third party. These provisions could affect the decision by a third party to make a competing acquisition proposal, including the structure, pricing and terms proposed by a third party seeking to acquire or merge with Florida Rock. Please see “The Merger Agreement — Termination Fees” and “The Merger Agreement — No Solicitation of Alternative Transactions.”


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Former Florida Rock shareholders who become shareholders of Holdco will be governed by the restated certificate of incorporation and restated by-laws of Holdco.
 
Florida Rock shareholders who receive Holdco common stock in the Florida Rock merger will become Holdco shareholders and their rights as shareholders will be governed by the restated certificate of incorporation and restated by-laws of Holdco and New Jersey corporate law. As a result, there will be material differences between the current rights of Florida Rock shareholders and the rights they can expect to have as Holdco shareholders. Please see “Comparison of Shareholder Rights.”
 
A purported shareholder class action complaint has been filed against Florida Rock and the members of its board of directors challenging the mergers and an unfavorable judgment or ruling in this lawsuit could prevent or delay the consummation of the mergers and result in substantial costs.
 
Florida Rock and the members of its board of directors were named in a purported shareholder class action complaint filed in Florida state court (the Duval County Circuit Court) on March 6, 2007, captioned Dillinger v. Florida Rock, et al., Case No. 16-20007-CA-001906. The complaint seeks to enjoin the mergers, and alleges, among other things, that the directors have breached their fiduciary duties owed to Florida Rock shareholders by attempting to sell Florida Rock to Vulcan for an inadequate price.
 
Florida Rock is obliged under certain circumstances to indemnify and hold harmless each director and officer from and against any and all claims and liabilities to which such director or officer shall have become subject by reason of being a director or officer, to the full extent permitted under Florida law. An adverse outcome in this lawsuit could prevent or delay the consummation of the mergers and result in substantial costs to Florida Rock and/or Vulcan. It is also possible that other similar lawsuits may be filed in the future. Florida Rock cannot reasonably estimate any possible loss from current or future litigation at this time.


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INFORMATION REGARDING FORWARD-LOOKING STATEMENTS
 
This proxy statement/prospectus contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may be made directly in this proxy statement/prospectus or they may be made a part of this proxy statement/prospectus by appearing in other documents filed with the SEC by Florida Rock and Holdco and incorporated by reference in this proxy statement/prospectus. These statements may include statements regarding the period following completion of the mergers.
 
Words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “target,” “objective,” “goal,” “should” and words and terms of similar substance used in connection with any discussion of future operating or financial performance of Vulcan, Florida Rock, Holdco or the mergers identify forward-looking statements. All forward-looking statements are management’s present expectations or forecasts of future events and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. In addition to the factors relating to the mergers discussed under the caption “Risk Factors” beginning on page 14 above, the following risks related to the businesses of Vulcan, Florida Rock and Holdco, among others, could cause actual results to differ materially from those described in the forward-looking statements:
 
  •  the possibility that the companies may be unable to obtain shareholder or regulatory approvals required for the mergers;
 
  •  the possibility that problems may arise in successfully integrating the businesses of the two companies;
 
  •  the possibility that the mergers may involve unexpected costs;
 
  •  the possibility that the combined company may be unable to achieve cost-cutting synergies;
 
  •  the possibility that the businesses may suffer as a result of uncertainty surrounding the mergers;
 
  •  the possibility that the industry may be subject to future regulatory or legislative actions;
 
  •  the outcome of pending legal proceedings;
 
  •  changes in interest rates;
 
  •  the timing and amount of federal, state and local funding for infrastructure;
 
  •  changes in the level of spending for residential and private nonresidential construction;
 
  •  the highly competitive nature of the construction materials industry;
 
  •  pricing;
 
  •  weather and other natural phenomena;
 
  •  energy costs;
 
  •  costs of hydrocarbon-based raw materials;
 
  •  increasing healthcare costs;
 
  •  the timing and amount of any future payments to be received under two earn-outs contained in the agreement for the divestiture of Vulcan’s chemicals business; and
 
  •  other risks and uncertainties.
 
We caution you not to place undue reliance on the forward-looking statements, which speak only as of the date of this proxy statement/prospectus in the case of forward-looking statements contained in this proxy statement/prospectus, or the dates of the documents incorporated by reference in this proxy statement/prospectus in the case of forward-looking statements made in those incorporated documents. Except as may be required by law, none of Vulcan, Florida Rock or Holdco has any obligation to update or alter these forward-looking statements, whether as a result of new information, future events or otherwise.


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For additional information about factors that could cause actual results to differ materially from those described in the forward-looking statements, please see the annual reports on Form 10-K and the quarterly reports on Form 10-Q that Florida Rock has filed with the SEC as described under “Where You Can Find More Information” on page 95 and the annual report on Form 10-K of Vulcan attached hereto as Annex G.
 
We expressly qualify in their entirety all forward-looking statements attributable to Vulcan, Florida Rock or Holdco or any person acting on our behalf by the cautionary statements contained or referred to in this section.


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THE SPECIAL MEETING
 
Proxy Statement/Prospectus
 
This proxy statement/prospectus is being furnished to you in connection with the solicitation of proxies by Florida Rock’s board of directors in connection with the special meeting of shareholders.
 
This proxy statement/prospectus is first being furnished to Florida Rock shareholders on or about [          , 2007].
 
Date, Time and Place of the Special Meeting
 
The special meeting will be held at 9:00 a.m., local time, on [          ,          , 2007], at [          ], Jacksonville, Florida [          ].
 
Purpose of the Special Meeting
 
At the special meeting, Florida Rock’s shareholders will be asked to consider and vote upon a proposal to approve the merger agreement, a proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the meeting to approve the merger agreement, and to transact such other business as may properly come before the special meeting or any adjournment or postponement of such meeting.
 
Record Date for the Special Meeting
 
The board of directors of Florida Rock has fixed the close of business on [          , 2007] as the record date for determination of shareholders entitled to notice of and to vote at the special meeting of shareholders.
 
On the record date, there were [          ] shares of Florida Rock common stock outstanding and entitled to vote at the special meeting, held by approximately [          ] holders of record. Shares that are held in Florida Rock’s treasury are not entitled to vote at the special meeting.
 
Votes Required
 
A majority of the outstanding shares of Florida Rock common stock must be represented, either in person or by proxy, to constitute a quorum at the special meeting. The affirmative vote of holders of a majority of the shares of Florida Rock common stock outstanding on the record date is required to approve the merger agreement. The affirmative vote of a majority of the votes cast at the special meeting is required to approve the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the meeting to approve the merger agreement. At the special meeting, each holder of Florida Rock common stock is entitled to one vote for each share of Florida Rock common stock held as of the Florida Rock record date on all matters properly submitted to the Florida Rock shareholders.
 
As of the record date, Florida Rock directors and executive officers and their affiliates (other than Edward L. Baker, John D. Baker II and Baker Holdings, L.P.), owned and were entitled to vote approximately [          ] shares of Florida Rock common stock, representing approximately [     %] of the outstanding shares of Florida Rock common stock.
 
Pursuant to a support agreement, the Baker Shareholders have agreed to vote shares of Florida Rock common stock representing approximately 9.9% of the outstanding shares of Florida Rock common stock in favor of approving the merger agreement. Further information concerning the support agreement can be found under “The Mergers — The Support Agreement” on page 65.
 
Proxies
 
All shares of Florida Rock common stock represented by properly executed proxies or voting instructions (including those given through electronic voting through the Internet or by telephone) received before or at the Florida Rock special meeting prior to the closing of the polls will, unless revoked, be voted in accordance with the


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instructions indicated on those proxies or voting instructions. If no instructions are indicated on a properly executed proxy card, the shares will be voted FOR approval of the merger agreement and FOR the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies. If you return a properly executed proxy card or voting instruction card and have indicated that you have abstained from voting, your Florida Rock common stock represented by the proxy will be considered present at the applicable special meeting for purposes of determining a quorum, but will have the same effect as a vote against approving the merger agreement. We urge you to mark each applicable box on the proxy card or voting instruction card to indicate how to vote your shares.
 
If your shares are held in an account at a broker, bank or other nominee, or through the Florida Rock Employee Stock Purchase Plan, the Florida Rock Industries, Inc. Profit Sharing and Deferred Earnings Plan or The Arundel Corporation Profit Sharing and Savings Plan, which we refer to collectively as the “Florida Rock Plans,” you must instruct the broker, bank or plan administrator on how to vote your shares. If an executed proxy card returned by a broker, bank or plan administrator holding shares indicates that the broker, bank or plan administrator does not have discretionary authority to vote on a particular matter, the shares will be considered present at the meeting for purposes of determining the presence of a quorum, but will have the same effect as a vote against approving the merger agreement. This is called a broker non-vote. Your broker, bank or plan administrator will vote your shares over which it does not have discretionary authority only if you provide instructions on how to vote by following the instructions provided to you by your broker, bank or plan administrator. If you hold shares through any Florida Rock Plan, your shares in the plan may be voted even if you do not instruct the trustee how to vote, as explained in your voting instructions.
 
Because the approval of the merger agreement requires the affirmative vote of a majority of the outstanding shares of Florida Rock common stock, abstentions, failures to vote and broker non-votes will have the same effect as votes against approving the merger agreement. Abstentions, failures to vote and broker non-votes will have no effect with respect to the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies.
 
Florida Rock does not expect that any matter other than the proposal to approve the merger agreement and the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies will be presented at the special meeting. If, however, other matters are properly presented, the persons named as proxies will vote in accordance with their judgment with respect to those matters, unless you withhold authority to do so on the proxy card or voting instruction card.
 
You may revoke your proxy at any time before it is voted at the special meeting. If you are a holder of record you may do so by:
 
  •  Filing a written notice of revocation with the Secretary, Florida Rock Industries, Inc., 155 E. 21st Street, Jacksonville, Florida 32206.
 
  •  Submitting a new proxy before the special meeting. If you submit your proxy or voting instruction electronically through the Internet or by telephone, you can change your vote by submitting a proxy or voting instruction at a later date, in which case your later-submitted proxy or voting instruction will be recorded and your earlier proxy or voting instruction will be revoked.
 
  •  Attending the special meeting and voting in person. Attendance at the special meeting will not in and of itself constitute revocation of a proxy.
 
For shares held beneficially by you, you may change your vote only by submitting new voting instructions to your broker or nominee. If the special meeting is postponed or adjourned, it will not affect the ability of shareholders of record as of the record date to exercise their voting rights or to revoke any previously granted proxy using the methods described above.
 
Voting Electronically or by Telephone
 
Shareholders of record and many shareholders who hold their shares through a broker, bank or other nominee will have the option to submit their proxies or voting instructions electronically through the Internet or by telephone. Please note that there are separate arrangements for using the Internet and telephone depending on whether your


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shares are registered in Florida Rock’s stock records in your name or in the name of a broker, bank or other holder of record. If you hold your shares through a broker, bank or other holder of record, you should check your proxy card or voting instruction card forwarded by your broker, bank or other holder of record to see which options are available.
 
Shareholders of record of Florida Rock common stock at the close of business on [          , 2007], the Florida Rock record date, may submit their proxies:
 
  •  through the Internet by visiting a website established for that purpose at [          ] and following the instructions; or
 
  •  by telephone by calling the toll-free number [(     )-     -     (     -     -     )] in the United States, Puerto Rico or Canada on a touch-tone phone and following the recorded instructions (shareholders calling from another country may call [(     )     -     )].
 
In order to vote via the telephone or the Internet, please have your proxy card in front of you. The phone number and Internet website address are also contained on your proxy card. Upon entering either the phone number or the Internet website address, you will be instructed on how to proceed.
 
Delivery of Documents to Shareholders Sharing an Address
 
The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for proxy statements and annual reports with respect to two or more shareholders sharing the same address by delivering a single proxy statement/prospectus and annual report addressed to those shareholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for shareholders and cost savings for companies.
 
A single proxy statement/prospectus will be delivered to multiple shareholders sharing an address unless contrary instructions have been received from the affected shareholders. Once you have received notice from your broker that it will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in “householding” and would prefer to receive a separate proxy statement/prospectus, please notify your broker, direct your written request to Florida Rock Industries, Inc., Investor Relations, 155 East 21st Street, Jacksonville, Florida 32206 or contact investor relations at (904) 355-1781. Shareholders who currently receive multiple copies of the proxy statement/prospectus at their address and would like to request “householding” of their communications should contact their broker.
 
Solicitation of Proxies
 
Florida Rock will bear the expenses incurred in connection with the printing and mailing of this proxy statement/prospectus. To assist in the solicitation of proxies, Florida Rock has retained [          ] for a fee not to exceed [$     ] plus reimbursement of expenses to assist in the solicitation of proxies. Florida Rock and its proxy solicitors will also request banks, brokers and other intermediaries holding shares of Florida Rock common stock beneficially owned by others to send this proxy statement/prospectus to, and obtain proxies from, the beneficial owners and will, if requested, reimburse the record holders for their reasonable out-of-pocket expenses in so doing. Solicitation of proxies by mail may be supplemented by telephone and other electronic means, advertisements and personal solicitation by the directors, officers or employees of Florida Rock. No additional compensation will be paid to our directors, officers or employees for solicitation.
 
Voting and Elections by Participants in the Florida Rock Plans
 
Participants in the Florida Rock Industries, Inc. Profit Sharing and Deferred Earnings Plan and The Arundel Corporation Profit Sharing and Savings Plan, which we collectively refer to as the “Florida Rock Plans,” will be able to direct how they want Florida Rock shares allocated to their accounts as of the record date to be voted and whether they want to elect cash consideration or share consideration to be allocated to their accounts in exchange for each Florida Rock share in their accounts as of the closing date. All voting instructions submitted by Florida Rock Plan participants are confidential and will not be disclosed to Florida Rock management.


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After the voting instructions with respect to the Florida Rock Plans are tabulated, the results will be given to the plan trustee. Your instructions on how to vote on the approval of the merger agreement and to elect the merger consideration will be subject, in the case of all Florida Rock Plans, to the plan trustee’s fiduciary duties under ERISA. If you are a participant in the Florida Rock Plans, please follow the instructions that you receive for voting and elections with respect to the shares allocated to your account.
 
As of the Florida Rock record date, the Florida Rock Plans held approximately [     %] of the then outstanding shares of Florida Rock common stock.
 
Participants in the Florida Rock Plans will be able to direct their shares to be voted at the special meeting in one of three ways: vote for approval of the merger agreement, vote against approval of the merger agreement or abstain from voting on approval of the merger agreement. Please note that the plan trustee will take the following steps with respect to shares in a Florida Rock Plan account, subject to its fiduciary duties under ERISA:
 
  •  If you fail to properly provide any instructions as to how you want the shares allocated to your plan account to be voted, your plan shares will be voted ratably FOR and AGAINST the approval of the merger agreement, in the same proportion as for those plan shares for which specific directions have been received.
 
  •  If you return a properly signed voting instruction form but do not specifically indicate how you want your shares to be voted on the approval of the merger agreement, your plan shares will be voted FOR the approval of the merger agreement.
 
  •  If you indicate you wish to abstain, your shares will not be voted, which will have the same effect as a vote AGAINST the approval of the merger agreement.
 
You will be separately provided with an opportunity to elect whether, if the Florida Rock merger is completed, you wish to request either $67.00 in cash, without interest, or 0.63 of a share of Holdco common stock as consideration for each Florida Rock share allocated to your account, subject to the proration procedures described in this proxy statement/prospectus and applicable to all Florida Rock shareholders.
 
You will be provided with separate instructions on how to make such an election. The procedure outlined in the instructions will be the only opportunity you will have to choose the form of consideration to be requested in exchange for your plan shares. Accordingly, please note that, if participants in a Florida Rock Plan do not properly provide instructions as to the type of consideration they request for their plan shares, cash and stock will be elected for their plan shares ratably in the same proportion as for those plan shares for which properly completed elections were received.


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THE MERGERS
 
This section of the proxy statement/prospectus describes material aspects of the proposed mergers, including the merger agreement. This summary may not contain all of the information that is important to you. You should carefully read this entire proxy statement/prospectus, including the full text of the merger agreement, which is attached as Annex A, and the other documents we refer you to for a more complete understanding of the mergers. In addition, important business and financial information about Vulcan is included in the Annexes hereto and important business and financial information about Florida Rock is incorporated into this proxy statement/prospectus by reference. See “Where You Can Find More Information.”
 
Effect of the Florida Rock Merger; What Florida Rock Shareholders Will Receive in the Florida Rock Merger
 
Upon completion of the Vulcan merger, Fresno Merger Sub, a wholly owned subsidiary of Holdco newly organized to effect the Florida Rock merger, will merge with and into Florida Rock. Florida Rock will be the surviving corporation in the Florida Rock merger and will become a wholly owned subsidiary of Holdco.
 
In the Florida Rock merger, each outstanding share of Florida Rock common stock (other than shares owned by Florida Rock, Fresno Merger Sub, Vulcan or any wholly owned subsidiary of Vulcan or Florida Rock) will be converted into the right to receive, at the holder’s election, $67.00 in cash per share, without interest, or 0.63 of a share of Holdco common stock per share, subject to proration. Florida Rock shareholder elections will be subject to proration to ensure that 30% of Florida Rock shares will be exchanged for Holdco shares and 70% of Florida Rock shares will be exchanged for cash. The exchange ratio and the per share amount of cash to be paid are fixed and will not be adjusted to reflect stock price changes prior to the date of the Florida Rock merger. Each share of Florida Rock common stock owned by Florida Rock or Fresno Merger Sub will be cancelled without consideration. Each share of Florida Rock common stock owned by Vulcan or any direct or indirect wholly owned subsidiary of Florida Rock or Vulcan (other than Fresno Merger Sub) will be converted into the right to receive 0.63 of a share of Holdco common stock. The conversion of these shares is not subject to proration, and these shares will not be taken into consideration when determining the proration calculations.
 
In the Florida Rock merger, all outstanding company-issued Florida Rock stock options will vest and become exercisable at least 10 business days prior to the election deadline. Option holders who exercise their options and receive shares of Florida Rock common stock prior to the fourth business day prior to the election deadline may make elections with respect to such shares. Each Florida Rock stock option that remains outstanding immediately prior to the effective time of the Florida Rock merger will be exchanged for the right to receive cash in an amount equal to the number of shares of Florida Rock common stock subject to such option multiplied by the excess, if any, of $67.00 over the exercise price for such stock option. See “Treatment of Stock Options and Other Equity-Based Awards” on page 54.
 
The rights pertaining to Holdco common stock will be different from the rights pertaining to Florida Rock common stock, because the restated certificate of incorporation and restated by-laws of Holdco in effect immediately after the mergers are completed will be different from the restated articles of incorporation and restated bylaws of Florida Rock and because Holdco is a New Jersey and not a Florida corporation. A further description of the rights pertaining to Holdco common stock and Holdco’s restated certificate of incorporation and restated by-laws which will be in effect immediately after the mergers are completed is further described under “Description of Holdco Capital Stock — Common Stock” on page 78 and “Comparison of Shareholders Rights” on page 79.
 
Effect of the Vulcan Merger; What Vulcan Shareholders Will Receive in the Vulcan Merger
 
Virginia Merger Sub, a wholly owned subsidiary of Holdco newly organized to effect the Vulcan merger, will merge with and into Vulcan. Vulcan will be the surviving corporation in the Vulcan merger and will become a wholly owned subsidiary of Holdco.
 
In the Vulcan merger, each outstanding share of Vulcan common stock (other than shares owned by Vulcan) will be converted into one share of Holdco common stock. The exchange ratio is fixed and will not be adjusted to reflect stock price changes prior to the date of the Vulcan merger. Each share of Vulcan common stock owned by


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Vulcan will be cancelled without consideration. Each share of Vulcan common stock owned by Florida Rock or any direct or indirect wholly owned subsidiary of Florida Rock or Vulcan will be converted into the right to receive one share of Holdco common stock.
 
All outstanding Vulcan stock options and stock appreciation rights under employee benefit plans will be converted into options to purchase an equivalent number of shares of Holdco common stock, subject to the same terms and conditions. All restricted stock units, deferred stock units, or phantom units of Vulcan will be converted into a number of restricted stock units, deferred stock units or phantom units in respect of shares of Holdco common stock, equal to the number of shares underlying the applicable restricted stock units, deferred stock units or phantom units immediately prior to the effective time of the Vulcan merger.
 
The rights pertaining to Holdco common stock will be the same in all material respects to the rights pertaining to Vulcan common stock, because the restated certificate of incorporation and restated by-laws of Holdco in effect immediately after the completion of the mergers will be substantially similar to the current restated certificate of incorporation and restated by-laws of Vulcan. A further description of the rights pertaining to Holdco common stock and Holdco’s restated certificate of incorporation and restated by-laws is further described under “Description of Holdco Capital Stock — Common Stock” on page 78 and “Comparison of Shareholder Rights” on page 79.
 
Background of the Mergers
 
For a number of years, the Florida Rock board of directors and senior management have periodically reviewed Florida Rock’s strategic position in the heavy building materials industry and the impact of industry changes and developments on Florida Rock. To enhance Florida Rock’s strategic position, the Florida Rock board of directors and senior management have pursued a number of strategic initiatives in recent years, including the Lafarge Florida acquisition, the expansion of the Newberry cement plant, acquisitions of additional reserves on the Ohio and Tennessee rivers and other strategic acquisitions. The Florida Rock board of directors and senior management have explored various potential alternatives, including acquisitions and possible business combinations, to improve Florida Rock’s strategic position and to increase shareholder value.
 
From time to time over the past several years, representatives of Florida Rock and Vulcan have informally discussed a number of potential transactions between the two companies, including the possibility of a business combination. These discussions were general in nature and did not advance to detailed consideration of any specific transaction.
 
In late October 2006, at a meeting of Vulcan’s board of directors, the Vulcan board authorized Donald M. James, Vulcan’s chairman and chief executive officer, to explore a number of potential transactions, including a transaction with Florida Rock. Goldman Sachs & Co. provided pro-forma analyses to Vulcan’s management in late October 2006 regarding a number of potential transactions, including a transaction with Florida Rock.
 
In early December 2006, Mr. James called John D. Baker II, Florida Rock’s president and chief executive officer and a member of Florida Rock’s board of directors, to express an interest in discussing with Florida Rock a potential transaction whereby Vulcan would acquire Florida Rock. During this and subsequent telephonic discussions and meetings in December 2006 among Mr. James, Mr. John Baker and, in some instances, Edward L. (Ted) Baker, Mr. John Baker’s brother and Florida Rock’s chairman, the parties discussed Vulcan’s interest in a potential transaction with Florida Rock and a number of possible transaction structures. These discussions included an exchange of views on the forms of consideration payable in the proposed transaction. The parties also discussed the possibility that Vulcan might need to simultaneously acquire Patriot Transportation Holding, Inc., which we refer to in this proxy statement/prospectus as Patriot, as a means for Vulcan to acquire reserves owned by Patriot and leased to Florida Rock. Messrs. John Baker and Ted Baker and Baker Holdings, L.P., beneficially own, in the aggregate, approximately 44.8% of the outstanding shares of Patriot common stock. In addition, Messrs. John Baker and Ted Baker, Thompson S. Baker II, Mr. Ted Baker’s son and a director and vice president of Florida Rock, and Luke E. Fichthorn III, a director of Florida Rock, are on the board of directors of Patriot.
 
Also in early December 2006, Mr. John Baker called Mr. James to indicate that Florida Rock might consider pursuing a transaction in which Vulcan would simultaneously acquire Florida Rock and Patriot for aggregate consideration to shareholders of Florida Rock and Patriot having a value equivalent to approximately $71.00 times


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the number of outstanding shares of Florida Rock common stock. Mr. James responded that Vulcan would need to perform due diligence in order to determine whether that valuation was supportable, including a detailed review of Florida Rock’s real estate portfolio and aggregates reserves.
 
In a subsequent telephone conversation with Mr. John Baker, Mr. James indicated that, subject to satisfactory completion of its due diligence, Vulcan might consider acquiring Florida Rock on a stand-alone basis for equivalent value in the low $60 range per share of Florida Rock common stock. Mr. John Baker indicated to Mr. James that a valuation in the low $60 range per share would not likely be acceptable to the Florida Rock board of directors.
 
On December 8, 2006, at a regularly scheduled meeting of the Vulcan board of directors, Mr. James provided an update on the discussions with Messrs. John and Ted Baker. The Vulcan board of directors authorized Mr. James to continue to engage in discussions with respect to a potential transaction.
 
On December 12, 2006, Florida Rock and Vulcan entered into a non-disclosure agreement to facilitate the exchange of due diligence materials.
 
On December 14, 2006, Mr. James met with Messrs. John and Ted Baker in Jacksonville to continue the discussion of a potential transaction. The discussion focused on Florida Rock’s real estate portfolio and aggregates reserves.
 
At the time of and subsequent to these discussions, Vulcan continued its legal due diligence of Florida Rock and Patriot and worked to determine an appropriate valuation for the potential transaction, including an appropriate valuation for an acquisition of both Florida Rock and Patriot and an acquisition of Florida Rock on a stand-alone basis.
 
On January 8, 2007, Mr. John Baker, Mr. Thompson Baker and John Milton, Florida Rock’s executive vice president and chief financial officer, met with Mr. James, Daniel F. Sansone, Vulcan’s senior vice president and chief financial officer, G. M. (Mac) Badgett III, Vulcan’s senior vice president, Construction Materials Group, Robert A.Wason IV, Vulcan’s senior vice president, corporate development and William F. Denson III, Vulcan’s senior vice president and general counsel in Jacksonville, Florida to discuss the potential transaction. The Florida Rock representatives reviewed the terms of the Florida Rock/Patriot leases with the Vulcan representatives and explained that they generally permit Florida Rock to mine the leased reserves for the life of such reserves. Based upon this understanding, the Vulcan representatives indicated that pursuing the simultaneous acquisition of Patriot was not necessary and that Vulcan was no longer interested in considering the acquisition of Patriot. The parties also reviewed the status of Florida Rock’s Lake Belt litigation and Florida Rock’s plans for mitigating the impact of any adverse rulings in that litigation. At the meeting, Mr. John Baker indicated that Florida Rock might be willing to consider an offer valuing Florida Rock common stock at $67.00 per share (excluding Patriot). Mr. James did not make a counterproposal, but expressed to Mr. John Baker his preliminary view that a valuation of $66.00 per share of Florida Rock common stock (excluding Patriot) would be consistent with previous pricing discussions regarding an acquisition of both Florida Rock and Patriot.
 
On January 11, 2007, Mr. John Baker called members of the Florida Rock board of directors to inform them of the discussions that had occurred with Vulcan with respect to a potential transaction.
 
On January 18, 2007, Mr. John Baker, Mr. Ted Baker, Mr. Milton and representatives of Weil, Gotshal & Manges, legal counsel to Florida Rock, and Lazard Frères & Co., financial advisor to Florida Rock, met in New York City with Mr. James, Mr. Sansone, Mr. Denson and Mr. Wason and representatives of Wachtell, Lipton, Rosen & Katz, legal counsel to Vulcan, and Goldman Sachs & Co., financial advisor to Vulcan, to discuss the potential transaction. Among other things, the parties discussed the due diligence process, the structure of the potential transaction, the form of consideration to be paid by Vulcan (which, based on prior discussions, would include the ability of Florida Rock shareholders to choose between cash and stock) and Vulcan’s desire that certain members of the Baker family execute a support agreement and shareholders agreement in connection with the transaction. The parties also reviewed preliminary appraisals of certain parcels of Florida Rock’s real estate portfolio.


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On January 19, 2007, Messrs. John Baker, Thompson Baker and Milton met with Messrs. James, Denson, Badgett and Wason in Jacksonville, Florida to further discuss the appraisals of Florida Rock’s real estate holdings and Florida Rock’s aggregates reserves.
 
In late January 2007, Vulcan and Florida Rock continued exchanging due diligence materials. The exchange of due diligence materials continued until the execution of the merger agreement.
 
On January 25, 2007, the Florida Rock board of directors held a special meeting with representatives of Weil, Gotshal & Manges and Lazard in attendance to discuss the potential transaction. At this meeting, Mr. John Baker and Mr. Milton provided the Florida Rock board of directors with an overview of Florida Rock’s discussions with Vulcan relating to the potential transaction. In addition, representatives of Weil, Gotshal & Manges advised the Florida Rock board of directors of its fiduciary duties in connection with such a transaction and summarized the general terms proposed by Vulcan with respect to the transaction. Also at the meeting, representatives of Lazard gave a financial presentation regarding Florida Rock and the heavy building materials sector generally, as well as a preliminary valuation analysis of Florida Rock. The Florida Rock board of directors also discussed with Florida Rock’s management and representatives of Lazard five-year financial projections, which we refer to in this proxy statement-prospectus as the Florida Rock financial projections, which were being prepared by Florida Rock’s management at Vulcan’s request solely for purposes of the evaluation of the potential transaction. Vulcan provided to Florida Rock’s management Vulcan’s macroeconomic outlook for the United States economy as well as Vulcan’s estimates of market demand for aggregates and growth by aggregates end use market for each state in which Florida Rock operates. In developing the Florida Rock financial projections, Florida Rock management utilized the foregoing data provided by Vulcan and made certain adjustments to Vulcan’s outlook for near-term periods. The material Florida Rock financial projections can be found under “Certain Florida Rock Financial Projections” beginning on page 39.
 
The Florida Rock board of directors then discussed with Florida Rock’s senior management and representatives of Weil, Gotshal & Manges and Lazard, potential strategic alternatives available to Florida Rock, including the benefits, opportunities, risks and uncertainties associated with Florida Rock remaining an independent company, as well as the merits of a possible business combination transaction. Among other things, the Florida Rock board of directors discussed whether it was an opportune time to enter into the potential transaction in light of the current downturn in the housing market in the Southeast generally and Florida in particular. During the course of this discussion, the Florida Rock board of directors considered the factors that they believed would affect an acquiror’s determination of the purchase price that it might be willing to pay for Florida Rock, and concluded that there were other factors, such as the net present value of Florida Rock’s mining reserves and the pricing cycle of Florida Rock’s products, that would be important to such a determination. Based upon this conclusion, as well as the large premium and high-multiple pricing that Vulcan was offering and the continued uncertainty over when the housing market might improve, the Florida Rock board of directors concluded that it was unlikely that a transaction as favorable as the one being discussed with Vulcan could be achieved in the foreseeable future. Therefore, the independent members of the Florida Rock board of directors directed that Florida Rock management should continue to engage in discussions with Vulcan management with respect to the potential transaction.
 
On January 30, 2007, Mr. John Baker, Mr. Milton and representatives of Weil, Gotshal & Manges and Lazard met with Messrs. Sansone, Wason, Badgett, Denson, Ejaz A. Khan, Vulcan’s vice president, controller and chief information officer and representatives of Goldman Sachs in Birmingham, Alabama to discuss the five-year financial projections prepared by Florida Rock management, which had previously been provided to Vulcan.
 
On February 6, 2007, Mr. John Baker, Mr. Ted Baker and Mr. Milton met with Messrs. James, Sansone and Wason in Birmingham, Alabama to discuss the terms of the potential transaction, including the consideration payable to Florida Rock shareholders. At the meeting, Mr. James provided to Mr. John Baker, Mr. Ted Baker and Mr. Milton a summary of terms of the potential transaction, which contemplated, among other things, Vulcan paying merger consideration per share of Florida Rock common stock of, at the election of Florida Rock shareholders, either $67.00 or a fraction of a share of Holdco common stock, which exchange ratio would be calculated based on the closing price of Vulcan’s common stock immediately preceding the announcement of the transaction. The summary of terms provided that the election by Florida Rock shareholders of either cash or stock consideration would be subject to the requirement that 70% of the aggregate consideration be paid in cash and 30% in Holdco common stock. The summary of terms also contemplated a support agreement and shareholders agreement to be entered into with certain members of the Baker family that would require them to vote


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approximately 9.9% of the outstanding shares of Florida Rock common stock in support of the transaction and provided for certain voting and transfer restrictions on shares held by certain members of the Baker family after the closing of the transaction that would not be applicable to Florida Rock’s public shareholders. Additionally, the summary of terms provided by Vulcan contemplated that Mr. John Baker would serve on the board of directors of Holdco and Mr. Thompson Baker would serve as president of the new Florida Rock division of Holdco following the closing of the transaction. The parties discussed certain of the proposed terms, and the representatives of Florida Rock indicated that they believed the exchange ratio should be calculated based on the then-current trading price of Vulcan common stock, so that Florida Rock shareholders would receive the benefit of any subsequent increase in the trading price of Vulcan common stock over then-current levels. Mr. James indicated that he believed that the Vulcan board of directors would be agreeable to this request, and that the stock portion of the merger consideration would be based on a 0.63 exchange ratio, which was equal to $67.00 divided by the then-current trading price of Vulcan common stock.
 
On February 7, 2007, the board of directors of Florida Rock held a regularly scheduled meeting with representatives of Weil, Gotshal & Manges, McGuireWoods, legal counsel to Florida Rock, and Lazard participating to discuss, among other things, the terms of the potential transaction proposed by Vulcan. The Florida Rock board of directors received updates from the senior management of Florida Rock and representatives of Weil, Gotshal & Manges and Lazard concerning the status of negotiations and the open issues related to the potential transaction. Among other things, the Florida Rock board of directors discussed Vulcan’s stated preference that Florida Rock sell a certain property owned by a subsidiary of Florida Rock consisting of approximately 6,300 acres located in Suwanee and Columbia counties, Florida prior to the closing of the transaction (for a discussion of the sale of this property, please see “— Interests of Certain Persons in the Florida Rock Merger”). Following this discussion, the independent members of the Florida Rock board of directors determined that Florida Rock should continue to engage in discussions with Vulcan with respect to the potential transaction. The independent members of the Florida Rock board of directors also directed that Florida Rock senior management conclude negotiations with respect to the material provisions of the merger agreement before requirements imposed by Vulcan on the Baker family were negotiated, including the support agreement and shareholders agreement, and that separate counsel should be retained by the Baker family with respect to those agreements.
 
On February 9, 2007, the board of directors of Vulcan held a regularly scheduled meeting. At the meeting, a comprehensive review of the potential transaction with Florida Rock was presented by Vulcan management and representatives of Goldman, Sachs.
 
Also on February 9, 2007, Wachtell Lipton Rosen & Katz provided Weil, Gotshal & Manges with a draft merger agreement. At various times through the execution of the merger agreement, Vulcan’s senior management as well as its legal counsel and financial advisors negotiated the draft merger agreement and related documents and agreements with Florida Rock’s senior management and its legal counsel and financial advisors. These negotiations included discussions regarding, and the exchange of drafts of and comments on, these documents.
 
On February 12, 2007, representatives of Vulcan, Florida Rock, Lazard and Goldman Sachs held a teleconference to discuss Vulcan’s five-year financial projections, which had previously been provided to Florida Rock.
 
On February 12, 2007 and February 13, 2007, Wachtell Lipton Rosen & Katz provided to Weil, Gotshal & Manges and the Baker family’s legal counsel draft copies of the support agreement and shareholders agreement, respectively. At various times, following the conclusion of the negotiation of the material provisions of the merger agreement, through the execution of these agreements, the parties negotiated these draft agreements. These negotiations included discussions regarding, and the exchange of drafts of and comments on, these documents.
 
On February 18, 2007, the Vulcan board of directors held a special meeting with representatives of Goldman, Sachs and Wachtell, Lipton, Rosen & Katz in attendance, to discuss the terms of the potential transaction. Mr. James updated the Vulcan board of directors on the negotiations with Florida Rock, and on Vulcan’s business and accounting due diligence with respect to Florida Rock. Following presentations from Goldman, Sachs and Wachtell, Lipton, Rosen & Katz, and a full discussion, the Vulcan board of directors unanimously determined that the merger agreement and the Vulcan merger were advisable and in the best interests of Vulcan and its shareholders and approved the merger agreement. This determination was confirmed at a brief telephonic meeting of the Vulcan board of directors on February 19, 2007.


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On February 19, 2007, the board of directors of Florida Rock held a special meeting with representatives of Weil, Gotshal & Manges, McGuireWoods, Lazard and KPMG, Florida Rock’s auditor, in attendance to discuss the terms of the potential transaction. Mr. John Baker updated the Florida Rock board of directors on the negotiations with Vulcan. Representatives of Weil, Gotshal & Manges advised the Florida Rock board of directors of its fiduciary duties in connection with the potential transaction and then discussed the terms of the proposed merger agreement and the terms of the proposed support agreement and shareholders agreement to be entered into by the Baker Shareholders. Representatives of Weil, Gotshal & Manges then summarized the legal due diligence review that had been conducted with respect to Vulcan and representatives of KPMG summarized the accounting due diligence review that had been conducted with respect to Vulcan. Representatives of Lazard made a financial presentation regarding the proposed transaction. Lazard then delivered to the Florida Rock board of directors its opinion, subsequently confirmed in writing, that subject to the various assumptions and limitations set forth in its opinion, as of February 19, 2007, the consideration to be paid to Florida Rock shareholders (other than Vulcan and any of its direct or indirect wholly-owned subsidiaries), pursuant to the merger agreement, was fair, from a financial point of view, to those shareholders.
 
During the course of these discussions and presentations, the Florida Rock board of directors engaged in a full discussion of the advantages of the transaction, a number of countervailing factors and risks, the terms of the transaction, the terms of the voting and transfer restrictions that would be applicable to, and could negatively impact the value of, the Holdco common stock that certain members of the Baker family would receive in the transaction and the interests of Florida Rock’s directors and executive officers in the transaction. Following such discussions, the Florida Rock board of directors unanimously determined that the merger agreement and the Florida Rock merger were advisable and in the best interests of Florida Rock and its shareholders, adopted the merger agreement and recommended that Florida Rock shareholders approve the merger agreement (with Mr. Ted Baker, Mr. John Baker and Mr. Thompson Baker abstaining due to matters discussed in “— Interests of Directors and Executive Officers in the Mergers” beginning on page 42).
 
In the afternoon of February 19, 2007, Vulcan and Florida Rock executed and delivered the merger agreement and issued a joint press release announcing the transaction. Vulcan and the Baker Shareholders also executed and delivered the support agreement and shareholders agreement.
 
Florida Rock’s Reasons for the Florida Rock Merger; Recommendation of the Florida Rock Merger by the Florida Rock Board of Directors
 
At its meeting on February 19, 2007, as well as the other meetings at which it considered the transaction, the Florida Rock board of directors consulted with Florida Rock management as well as its financial and legal advisors and, at its February 19, 2007 meeting, unanimously determined (with Edward L. Baker, John D. Baker II and Thompson S. Baker II abstaining) to adopt the merger agreement and recommended that Florida Rock shareholders vote to approve the merger agreement. In reaching its conclusion to adopt the merger agreement and to recommend that the shareholders of Florida Rock approve the merger agreement, the Florida Rock board of directors considered the following factors as generally supporting its decision to enter into the merger agreement and related agreements:
 
  •  the fact that Florida Rock shareholders will receive total blended cash and stock consideration of $68.03 per share, based on the closing price of Vulcan’s common stock on February 16, 2007, the last full trading day which preceded the announcement of the transaction, representing a premium of approximately 45% over the closing price per share of Florida Rock common stock on February 16, 2007;
 
  •  the analysis, presentation and oral opinion of Lazard delivered on February 19, 2007, and subsequently confirmed in writing as of that day, to the effect that, as of the date of such opinion, and based upon and subject to the various considerations, assumptions and limitations set forth in the opinion, the merger consideration to be provided to Florida Rock shareholders pursuant to the merger agreement is fair from a financial point of view to the holders of Florida Rock common stock (the written opinion of Lazard is attached as Annex D to this proxy statement/prospectus and discussed in detail under “— Opinion of Florida Rock’s Financial Advisor” beginning on page 32), taking into account the contingent nature of Lazard’s compensation;


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  •  the Florida Rock board of directors’ belief that the Florida Rock merger represented the highest and best value reasonably available to Florida Rock’s shareholders for their Florida Rock shares;
 
  •  the opportunity for Florida Rock shareholders to elect cash or stock consideration, which will enable many shareholders to receive immediate cash value while those shareholders who wish to continue to participate in the combined company will have the chance to do so, subject to the proration provisions of the merger agreement, and will provide Florida Rock shareholders with a measure of value assurance in the event of a decline in the price of Vulcan common stock;
 
  •  because the exchange ratio is fixed, Florida Rock shareholders who receive Holdco common stock will benefit from any increase in the trading price of Vulcan common stock between the announcement of the transaction and the closing of the Florida Rock merger;
 
  •  the expectation that the exchange of Florida Rock common stock for Holdco common stock, pursuant to the mergers, generally would be nontaxable to Florida Rock shareholders to the extent of the Holdco common stock they receive;
 
  •  the Florida Rock board of directors’ analysis and understanding of Florida Rock’s strategic alternatives as an independent company in the context of both uncertainty in the commercial and home building markets in the southeast generally and Florida in particular and the increasingly competitive and rapidly consolidating heavy building materials industry, including the business, financial and execution risks associated with remaining independent;
 
  •  the Florida Rock board of directors’ analysis of the business, operations, financial performance, earnings and prospects of Florida Rock on an independent basis, and the Florida Rock board of directors’ belief, based on its analysis and understanding, that the combined company would be better able to succeed in light of the risks and potential rewards associated with Florida Rock continuing to operate as an independent entity and other alternatives reasonably available to Florida Rock, including growth through the acquisition of or merger with other companies or assets;
 
  •  historical and current information concerning Vulcan’s business, financial performance and condition, operations, management, competitive position and prospects, before and after giving effect to the Florida Rock merger and the Florida Rock merger’s potential effect on shareholder value;
 
  •  the board of directors’ and management’s assessment that the Florida Rock merger and Vulcan’s operating strategy were consistent with Florida Rock’s long-term operating strategy to seek to profitably grow its business by expanding its geographic scope and product offerings to serve customer needs;
 
  •  given the current environment in the heavy building materials industry, the advantages that the Florida Rock board of directors believed the combined company, with an expanded geographic reach and greater emphasis on the aggregates business, would have, including the Florida Rock board of directors’ belief that access to Vulcan’s size and scope would place Florida Rock in a better position to take advantage of growth opportunities, meet competitive pressures and serve customers more efficiently;
 
  •  the fact that customers served by the combined company would benefit from greater resources and opportunities; and
 
  •  the terms and conditions of the merger agreement, including:
 
  •  the cash and stock election provisions described above;
 
  •  the limited number and nature of the conditions to Vulcan’s obligation to close the Florida Rock merger;
 
  •  the ability which Florida Rock retains to provide confidential due diligence information to, and engage in discussions with, a third party that makes an unsolicited bona fide written proposal to engage in a business combination transaction, provided that the Florida Rock board of directors determines in good faith, after consultation with its outside legal counsel, that failure to take such action would be inconsistent with the Florida Rock board of directors’ fiduciary duties under applicable law and concludes in good faith, after consultation with its outside legal counsel and financial advisors, that the proposal is more favorable to


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  Florida Rock shareholders, from a financial point of view, than the transactions contemplated by the merger agreement (please see the section entitled “The Merger Agreement — No Solicitation of Alternative Transactions” beginning on page 58 of this proxy statement-prospectus);
 
  •  the conclusion of the Florida Rock board of directors that the $135 million termination fee, and the circumstances when such fee may be payable, were reasonable in light of the benefits of the Florida Rock merger and commercial practice; and
 
  •  the fact that the Florida Rock merger is subject to the approval of the merger agreement by Florida Rock shareholders.
 
The Florida Rock board of directors also considered a number of potentially countervailing factors and risks. These countervailing factors and risks included the following:
 
  •  the fact that Florida Rock will no longer exist as an independent company and, except to the extent its shareholders elect and receive shares of Holdco common stock in the Florida Rock merger, its shareholders will not participate in Florida Rock’s growth or benefit from any future increase in the value of Florida Rock or from any synergies that may be created by the Florida Rock merger;
 
  •  the fact that under the terms of the merger agreement, Florida Rock is restricted in its ability to solicit other acquisition proposals;
 
  •  the fact that under the terms of the merger agreement, Florida Rock is restricted in its ability to operate its business during the period between the signing of the merger agreement and the completion of the Florida Rock merger;
 
  •  the $135 million termination fee payable to Vulcan upon the occurrence of certain events, and the potential effect of such termination fee on the decision by a third party to make a competing acquisition proposal that may be more advantageous to Florida Rock shareholders;
 
  •  the fact that under the terms of the merger agreement, Florida Rock is required to hold a meeting of Florida Rock shareholders to approve the merger agreement, including under circumstances where an alternative transaction has been proposed that may be more advantageous to Florida Rock shareholders;
 
  •  the risk that the Florida Rock merger might not be consummated in a timely manner or at all;
 
  •  the negative impact of any customer confusion or delay in purchase commitments, the potential loss of one or more large customers as a result of any such customer’s unwillingness to do business with the combined company;
 
  •  the possible loss of key management or other personnel;
 
  •  the fact that Florida Rock officers and employees will have expended extensive efforts attempting to complete the Florida Rock merger and will experience significant distractions from their work during the pendency of the Florida Rock merger and Florida Rock will have incurred substantial transaction costs in connection with the Florida Rock merger even if the Florida Rock merger is not consummated;
 
  •  the risk to Florida Rock’s business, sales, operations and financial results in the event that the Florida Rock merger is not consummated;
 
  •  the potential conflicts of interest of Florida Rock directors and officers in connection with the Florida Rock merger which include, but are not limited to: the treatment of stock options held by directors and executive officers of Florida Rock in the Florida Rock merger; the vesting and accelerated payment of certain retirement benefits and the potential payment of certain severance benefits to executive officers; the continued employment after the mergers of Thompson S. Baker II as President of the Florida Rock division of Holdco; John D. Baker II’s service as a director of Holdco after the mergers; the purchase by Edward L. Baker and John D. Baker II from Florida Rock of a 6,300 acre property immediately prior to the mergers; the support agreement between Vulcan and the Baker Shareholders; the shareholders agreement among Vulcan, Holdco and the Baker Shareholders; and the indemnification of former Florida


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  Rock officers and directors by Holdco (please see “— Interests of Directors and Executive Officers in the Mergers” beginning on page 42);
 
  •  the challenges and costs of combining the operations of two large companies and the substantial expenses to be incurred in connection with the Florida Rock merger, including the risks that delays or difficulties in completing the integration could adversely affect the combined company’s operating results and preclude the achievement of some benefits anticipated from the Florida Rock merger;
 
  •  the fact that gains arising from the cash portion of the merger consideration would be taxable to Florida Rock shareholders for United States federal income tax purposes;
 
  •  because the exchange ratio is fixed, Florida Rock shareholders who receive Holdco common stock will be adversely affected by any decrease in the trading price of Vulcan common stock between the announcement of the transaction and the closing of the Florida Rock merger; and
 
  •  various other applicable risks associated with the combined company and the Florida Rock merger, including those described in the section of this proxy statement/prospectus entitled “Risk Factors” beginning on page 14.
 
This discussion of the information and factors considered by the Florida Rock board of directors in making its decision is not intended to be exhaustive but includes all material factors considered by the Florida Rock board of directors. In view of the wide variety of factors and risks considered in connection with its evaluation of the Florida Rock merger and the complexity of these matters, the Florida Rock board of directors did not find it useful, and did not attempt to, quantify, rank or otherwise assign relative weights to these factors and risks. In considering the factors and risks described above, individual members of the Florida Rock board of directors may have given different weight to different factors. The Florida Rock board of directors conducted an overall analysis of the factors described above, including discussions with, and questioning of, Florida Rock’s management and Florida Rock’s legal and financial advisors, and considered the factors overall to be favorable to, and to support, its determination.
 
The Florida Rock board of directors unanimously adopted the merger agreement (with Edward L. Baker, John D. Baker II and Thompson S. Baker II abstaining). The Florida Rock board unanimously recommends (with Edward L. Baker, John D. Baker II and Thompson S. Baker II abstaining) that Florida Rock shareholders vote “FOR” approval of the merger agreement.
 
Opinion of Florida Rock’s Financial Advisor
 
At the request of Messrs. John and Ted Baker, Weil, Gotshal & Manges, LLP, legal counsel to Florida Rock, contacted several financial advisory firms on a confidential basis to determine each firm’s availability to accept an engagement, as well as the fees such firms would charge for their advisory services. Based on the results of these initial contacts and subsequent discussions between Lazard and Florida Rock’s management, Lazard was retained by Florida Rock to act as its financial advisor in connection with the mergers and to give a financial opinion to the Florida Rock board of directors in connection with the mergers. Florida Rock selected Lazard based on Lazard’s qualifications, expertise and reputation. In connection with Lazard’s engagement, Florida Rock requested that Lazard evaluate the fairness, from a financial point of view, to the holders of Florida Rock common stock (other than Vulcan and its direct and indirect wholly-owned subsidiaries) of the merger consideration to be paid to such holders in the Florida Rock merger. On February 19, 2007, at a meeting of the Florida Rock board of directors held to evaluate the mergers, Lazard rendered to the Florida Rock board of directors an oral opinion, which opinion was subsequently confirmed by delivery of a written opinion dated February 19, 2007, the date of the merger agreement, to the effect that, as of that date and based on and subject to the considerations, assumptions and limitations described in its opinion, the merger consideration to be paid to the holders of Florida Rock common stock (other than Vulcan and its direct and indirect wholly-owned subsidiaries) in the Florida Rock merger was fair, from a financial point of view, to such holders.
 
The full text of Lazard’s written opinion, dated February 19, 2007, to the Florida Rock board of directors, which sets forth the procedures followed, assumptions made, matters considered and limitations on the review undertaken, is attached as Annex D to this proxy statement/prospectus. Holders of shares of Florida Rock common stock are urged to, and should, read this opinion carefully and in its entirety. The


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summary of Lazard’s opinion in this document is qualified in its entirety by reference to the full text of the opinion attached as Annex D to this proxy statement/prospectus.
 
In connection with its opinion, Lazard:
 
  •  reviewed the financial terms and conditions of the merger agreement;
 
  •  analyzed certain publicly available historical business and financial information relating to Florida Rock and Vulcan;
 
  •  reviewed various internal financial forecasts and other data provided to Lazard by management of Florida Rock relating to the business of Florida Rock, various internal financial forecasts and other data provided to Lazard by management of Vulcan relating to the business of Vulcan and the anticipated synergies from the mergers provided to Lazard by the managements of Florida Rock and Vulcan;
 
  •  held discussions with members of the senior management of Florida Rock with respect to the business and prospects of Florida Rock;
 
  •  held discussions with members of the senior management of Vulcan with respect to the business and prospects of Vulcan;
 
  •  reviewed public information with respect to certain other companies in lines of businesses Lazard believed to be generally comparable to the businesses of Florida Rock and Vulcan;
 
  •  reviewed the financial terms of certain business combinations involving companies in lines of businesses Lazard believed to be generally comparable to the businesses of Florida Rock and Vulcan;
 
  •  reviewed the historical stock prices and trading volumes of Florida Rock common stock and Vulcan common stock; and
 
  •  conducted such other financial studies, analyses and investigations as Lazard deemed appropriate.
 
In performing this review, Lazard relied upon the accuracy and completeness of the foregoing information and did not assume any responsibility for any independent verification of such information or any independent valuation or appraisal of any of the assets or liabilities of Florida Rock or Vulcan, or concerning the solvency or fair value of Florida Rock or Vulcan. With respect to financial forecasts of Florida Rock and Vulcan, Lazard assumed that they had been reasonably prepared on bases reflecting the best currently available estimates and judgments of management of Florida Rock and Vulcan, respectively, as to the future financial performance and results of operations of Florida Rock and Vulcan, respectively. Lazard assumed no responsibility for and expressed no view as to such forecasts or the assumptions on which they were based.
 
Further, Lazard’s opinion was necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Lazard as of, the date of its opinion. Lazard assumed no responsibility for advising any person of any change in any matter affecting its opinion or for updating or revising its opinion based on circumstances or events occurring after the date thereof. Lazard did not express any opinion as to any tax or other consequences that might result from the mergers, nor did its opinion address any legal, tax, regulatory or accounting matters, as to which Lazard understood that Florida Rock obtained such advice as Florida Rock deemed necessary from qualified professionals. Lazard did not express any opinion as to the price at which shares of Florida Rock common stock or Vulcan common stock may trade at any time subsequent to the announcement of the mergers.
 
In connection with the preparation of its opinion, Lazard was not authorized by Florida Rock or the Florida Rock board of directors to solicit, nor did it solicit, third-party indications of interest for the acquisition of all or any part of Florida Rock.
 
In rendering its opinion, Lazard assumed that the mergers will be consummated on the terms described in the merger agreement and without any waiver, amendment or modification of any material terms or conditions of the merger agreement and the receipt of the necessary regulatory approvals for the mergers in the time frame contemplated by the merger agreement.


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Lazard’s engagement and its opinion were for the benefit of the Florida Rock board of directors in connection with its consideration of the mergers. Lazard’s opinion did not address the merits of the underlying decision by Florida Rock to engage in the mergers or the relative merits of the mergers as compared to other business strategies or transactions that might be available to Florida Rock. Lazard expressed no opinion or recommendation as to how the holders of Florida Rock common stock should vote at any shareholders meeting to be held in connection with the mergers.
 
In preparing its opinion to the Florida Rock board of directors, Lazard performed a variety of financial and comparative analyses, including those described below. The summary of Lazard’s analyses described below is not a complete description of the analyses underlying Lazard’s opinion. The preparation of a fairness opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analyses and the application of those methods to the particular circumstances and, therefore, is not readily susceptible to summary description. In arriving at its opinion, Lazard made qualitative judgments as to the significance and relevance of each analysis and factor that it considered. Accordingly, Lazard believes that its analyses must be considered as a whole and that selecting portions of its analyses and factors, or focusing on information presented below in tabular format, without considering all analyses and factors or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlying its analyses and opinion.
 
In its analyses, Lazard considered industry performance, regulatory, general business, economic, market and financial conditions and other matters, many of which are beyond the control of Florida Rock and Vulcan. No company, transaction or business used in Lazard’s analyses as a comparison is identical to Florida Rock or Vulcan or the proposed mergers, and an evaluation of the results of those analyses is not entirely mathematical. Rather, the analyses involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the acquisition, public trading or other values of the companies, business segments or transactions being analyzed.
 
The estimates contained in Lazard’s analyses and the ranges of valuations resulting from any particular analysis are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by the analyses. In addition, analyses relating to the value of businesses or securities do not purport to be appraisals or to reflect the prices at which businesses or securities actually may be sold. Accordingly, Lazard’s analyses and estimates are inherently subject to substantial uncertainty.
 
Lazard’s opinion and financial analyses were only one of many factors considered by the Florida Rock board of directors in its evaluation of the proposed mergers and should not be viewed as determinative of the views of the Florida Rock board of directors or management with respect to the mergers or the merger consideration to be received in the Florida Rock merger by holders of Florida Rock common stock.
 
The following is a summary of the material financial analyses underlying Lazard’s written opinion dated February 19, 2007 delivered to the Florida Rock board of directors in connection with the mergers. The measures chosen for analysis were selected by Lazard as customary and relevant to an acquisition utilizing cash and stock. The financial analyses summarized below include information presented in tabular format. In order to fully understand Lazard’s financial analyses, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. Considering the data in the tables below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Lazard’s financial analyses.
 
Florida Rock Comparable Public Companies Analysis
 
Lazard reviewed and analyzed selected public companies that it viewed as reasonably comparable to Florida Rock’s business. In performing this analysis, Lazard reviewed and analyzed certain financial information, valuation multiples and market trading data relating to the selected comparable companies and compared such information to the corresponding information for Florida Rock’s business. This analysis was designed to assess how the market values shares of reasonably comparable publicly traded companies and provide a range of implied equity values per share of Florida Rock common stock.


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Lazard compared Florida Rock’s business to three aggregates companies, five diversified companies and three cement companies.
 
The aggregates companies were:
 
  •  Martin Marietta Materials, Inc.;
 
  •  Vulcan; and
 
  •  Hanson PLC.
 
The diversified companies were:
 
  •  CRH PLC;
 
  •  Eagle Materials Inc.;
 
  •  Rinker Group, Ltd.;
 
  •  Texas Industries, Inc.; and
 
  •  U.S. Concrete Inc.
 
The cement companies were:
 
  •  Cemex S.A.B. de C.V.;
 
  •  Lafarge S.A.; and
 
  •  Holcim Ltd.
 
For each of these companies, Lazard calculated enterprise value as a multiple of projected 2007 EBITDA, as reflected in the Florida Rock financial projections, using equity analyst research reports as of February 15, 2007. In this proxy statement/prospectus, EBITDA means net earnings (loss) before interest expense (income), income tax expense (benefit) and depreciation, amortization and depletion expense and is before the cumulative effect of a change in accounting principle, if applicable. The following table summarizes the results of this review:
 
                         
    Aggregates   Diversified   Cement
    Range   Median   Range   Median   Range   Median
 
Multiple of Enterprise Value to Projected 2007 EBITDA
  9.4x - 11.3x   10.8x   6.7x -10.4x   8.8x   7.6x - 8.0x   7.6x
 
Lazard calculated implied per share equity values for Florida Rock common stock by applying estimated 2007 EBITDA multiples to the projected 2007 EBITDA of the business units of Florida Rock reflected in the Florida Rock financial projections, as set forth in the table below:
 
             
    Aggregates Unit
  Concrete Unit
  Cement Unit
    Range   Range   Range
 
Projected 2007 EBITDA Multiples
  10.3x - 11.3x   6.7x - 8.8x   7.1x - 8.1x
 
For the Florida Rock corporate unit, Lazard applied a multiple of 8.9x. Based on this analysis, Lazard calculated an implied equity value range per share of Florida Rock common stock of $48.25 to $56.50.
 
Precedent Merger Transactions Analysis
 
Lazard also performed a precedent merger transaction analysis, which was designed to provide a valuation of Florida Rock based on publicly available financial terms of selected transactions in the heavy building materials industry. In selecting the transactions it used in this analysis, Lazard reviewed merger transactions since 1997


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involving companies in the heavy building materials industry. The precedent transactions selected by Lazard were (listed by date publicly announced followed by the acquiror and the target company):
 
         
Date Publicly Announced
 
Acquiror
 
Target
 
Recent Transactions:
       
October 2006
  Cemex S.A.B. de C.V.   Rinker Group, Ltd.*
June 2006
  Cementos Portland Valderrivas SA   Corporacion Uniland S.A.
May 2006
  Lafarge S.A.   Lafarge N.A. (47% public minority)
July 2005
  Spohn Cement GmbH   HeidelbergCement AG (78% minority)
October 2005
  Camargo Correa S.A.   Loma Negra S.A.
January 2005
  Holcim Ltd.   Aggregate Industries Ltd.
September 2004
  Cemex S.A.B. de C.V.   RMC Group Plc
         
Other Transactions:
       
January 2001
  Lafarge S.A.   Blue Circle Industries Plc
June 2000
  CRS   Florida Crushed Stone Co.
November 1999
  Hanson Plc   Pioneer Cement Ltd.
October 1999
  Anglo American plc group   Tarmac Ltd.
November 1998
  Vulcan   Calmat Co.
October 1997
  Lafarge S.A.   Redland Stone
 
 
* Used latest offer bid.
 
For each selected comparable transaction, Lazard calculated the multiple of total transaction value to EBITDA of the acquired business for the latest 12-month period preceding the acquisition announcement. Lazard then calculated implied per share equity values for Florida Rock common stock by applying EBITDA multiples ranging from 9.2x to 10.2x to Florida Rock’s latest 12-month EBITDA. Based on this analysis, Lazard calculated an implied equity value range per share of Florida Rock common stock of $54.75 to $60.50.
 
Florida Rock Discounted Cash Flow Analysis
 
Using the Florida Rock financial projections, Lazard performed a discounted cash flow analysis for each of Florida Rock’s Aggregates, Southern Concrete, Northern Concrete, Cement and Corporate units, which was designed to provide insight into the value of those units as a function of their future unlevered free cash flows. “Present value” refers to the current value of future cash flows and is obtained by discounting those future cash flows or amounts by a discount rate, as described below. Other financial terms used below are “projected unlevered free cash flows” and “terminal value.” “Projected unlevered free cash flows” refer to a calculation of the future cash flows of an asset without including in such calculation any debt servicing costs. “Terminal value” refers to the estimated capitalized value of all future cash flows from an asset at a particular point in time.
 
Lazard’s discounted cash flow analysis was based on the present value of projected unlevered free cash flow of each unit for 2007 to 2011 and the present value of the terminal value of each unit in 2011.
 
This analysis assumed a range of terminal year exit multiples of estimated EBITDA and discount rates based on estimates relating to each unit’s weighted average cost of capital as illustrated in the table below. Florida Rock’s “weighted average cost of capital” is a measure of the average expected return on all of Florida Rock’s securities or loans based on the proportions of those securities or loans in Florida Rock’s capital structure.
 
In performing this analysis, Lazard calculated the value of the Aggregates unit both without the projected unlevered free cash flow from new projects in that unit as well as the projected unlevered free cash flow from the new projects.
 


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Unit
  Discount Rate Ranges   EBITDA Exit Multiples
 
Aggregates (without new projects)
  10.0% - 12.0%   8.0x - 9.0x
New Projects in Aggregates
  10.0% - 12.0%   8.0x - 9.0x
Southern Concrete
  10.0% - 12.0%   6.0x - 7.0x
Northern Concrete
  10.0% - 12.0%   6.0x - 7.0x
Cement
  8.0% - 10%   6.0x - 7.0x
Corporate
  10.0% - 12.0%   7.0x
 
Based on these calculations, Lazard calculated an implied enterprise value range for each unit. Lazard combined the ranges of implied enterprise values to calculate an implied equity value range per share of Florida Rock common stock of $58.00 to $69.50 assuming no new Aggregates projects and of $61.50 to $74.00, assuming the new Aggregates projects are completed.
 
Vulcan Comparable Public Companies Analysis
 
Lazard performed a comparable companies analysis with respect to Vulcan similar to that performed with respect to Florida Rock. Lazard reviewed and analyzed selected public companies that it viewed as reasonably comparable to Vulcan’s business. In performing this analysis, Lazard reviewed and analyzed certain financial information, valuation multiples and market trading data relating to the selected comparable companies and compared such information to the corresponding information for Vulcan’s business. This analysis was designed to assess how the market values shares of reasonably comparable publicly traded companies and provide a range of implied equity values per share of Vulcan common stock.
 
In performing this analysis, Lazard used the same companies and calculated the same ranges of EBITDA multiples as described under “— Florida Rock Comparable Companies Analysis.”
 
Lazard calculated implied per share equity values for Vulcan common stock by applying estimated 2007 EBITDA multiples to the estimated 2007 EBITDA of the business units of Vulcan as set forth in the table below:
 
             
    Aggregates Unit
  Asphalt Unit
  Ready-Mix Unit
    Range   Range   Range
 
             
Projected 2007 EBITDA Multiples
  10.3x - 11.3x   6.7x - 8.8x   7.1x - 8.1x
 
For the corporate unit, Lazard applied a multiple range of 10.3x to 11.3x. Based on this analysis, Lazard calculated an implied equity value range per share of Vulcan common stock of $100.50 to $112.50.
 
Vulcan Discounted Cash Flow Analysis
 
Using forecasts provided by Vulcan management, Lazard performed a discounted cash flow analysis for each of Vulcan’s Aggregates, Asphalt, Ready-Mix, Other and Corporate units, which is designed to provide insight into the value of those units as a function of their future unlevered free cash flows.
 
Lazard’s discounted cash flow analysis was based on the present value of projected unlevered free cash flow of each unit for 2007 to 2011 and the present value of the terminal value of each unit in 2011.

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This analysis assumed a range of terminal year exit multiples of estimated EBITDA and discount rates based on estimates relating to each unit’s weighted average cost of capital as illustrated in the table below. Vulcan’s “weighted average cost of capital” is a measure of the average expected return on all of Vulcan’s securities or loans based on the proportions of those securities or loans in Vulcan’s capital structure.
 
         
Unit
  Discount Rate Ranges   EBITDA Exit Multiples
 
Aggregates
  10.0% - 12.0%   8.0x - 9.0x
Asphalt
  10.0% - 12.0%   6.0x - 7.0x
Ready-Mix
  8.0% - 10.0%   6.0x - 7.0x
Other
  10.0% - 12.0%   6.0x - 7.0x
Corporate
  10.0% - 12.0%   7.0x
Other Cash Flow Items
  10.0% - 12.0%   NA
 
Based on these calculations, Lazard calculated an implied enterprise value range for each unit. Lazard combined the ranges of implied enterprise values to calculate an implied equity value range per share of Vulcan common stock of $115.25 to $139.50.
 
Pro Forma Merger Analysis
 
Lazard analyzed the potential pro forma effect of the mergers on Vulcan’s projected earnings per share for years 2007 through 2011 using the Florida Rock financial projections and Vulcan financial projections, and assuming a January 1, 2007 closing of the mergers. Lazard calculated the accretion or dilution to Vulcan’s estimated earnings per share under four separate scenarios:
 
(1) assuming no synergies from the mergers and without taking into account any new Aggregates projects of Florida Rock;
 
(2) assuming synergies as projected by Vulcan management and without taking into account any new Aggregates projects of Florida Rock;
 
(3) assuming no synergies from the mergers but taking into account the new Aggregates projects; and
 
(4) assuming synergies and taking into account the new Aggregates projects.
 
Lazard noted that under scenarios (1) and (3) the mergers are expected to be dilutive to Vulcan earnings per share in 2007 and accretive in years 2008 through 2011, and under scenarios (2) and (4) the mergers are expected to be accretive to Vulcan earnings per share in 2007 through 2011.
 
Lazard acted as financial advisor to Florida Rock in connection with the mergers and will receive a fee from Florida Rock for its services pursuant to an engagement letter dated as of January 25, 2007. The fee payable to Lazard in connection with the mergers was determined by arms-length negotiation between Florida Rock’s management and representatives of Lazard. Pursuant to this letter agreement, Florida Rock agreed to pay to Lazard $250,000 upon execution of the letter and a fee of 0.3% of the merger consideration payable to Florida Rock shareholders upon consummation of the mergers, which total fee is estimated to be approximately $14.4 million based upon the closing price on the NYSE of Vulcan common stock on April 5, 2007 of $118.46.
 
Florida Rock also has agreed to reimburse Lazard for its out-of-pocket expenses, including reasonable fees and expenses of legal counsel and any other advisor retained by Lazard, and to indemnify Lazard and its members, employees, agents, affiliates and controlling persons, if any, against liabilities, including liabilities under the federal securities laws, arising out of its engagement.
 
In addition, in the ordinary course of their respective businesses, affiliates of Lazard and LFCM Holdings LLC (an entity owned indirectly in large part by managing directors of Lazard) may actively trade securities of Florida Rock or Vulcan for their own accounts and for the accounts of their customers and, accordingly, may at any time hold a long or short position in such securities. Neither Lazard nor any of its affiliates has provided any services to Florida Rock or Vulcan during the last two years.


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Certain Florida Rock Financial Projections
 
Florida Rock’s management, as a matter of course, does not publicly disclose forecasts or projections as to future performance, revenues or earnings and is especially wary of making projections for extended earnings periods due to the unpredictability of the underlying assumptions and estimates. However, in the context of the proposed transaction, Vulcan requested that Florida Rock’s management prepare certain projections as to Florida Rock’s future performance, which we refer to in this proxy statement/prospectus as the Florida Rock financial projections.
 
The Florida Rock financial projections were prepared in January 2007, based solely on information available at that time, by Florida Rock’s management. Vulcan provided to Florida Rock’s management Vulcan’s macroeconomic outlook for the United States economy as well as Vulcan’s estimates of market demand for aggregates and growth by aggregates end use market for each state in which Florida Rock operates. In developing the Florida Rock financial projections, Florida Rock management utilized the foregoing data provided by Vulcan and made certain adjustments to Vulcan’s outlook for near-term periods. The Florida Rock financial projections were provided by Florida Rock’s management to Florida Rock’s board of directors, Lazard and Vulcan solely in the context of their respective evaluations of the potential transactions, and were not prepared with a view toward public disclosure or compliance with published guidelines of the SEC or the American Institute of Certified Public Accountants regarding projections, forward-looking information or U.S. generally accepted accounting principles, which we refer to in this proxy statement/prospectus as GAAP. We have included the material Florida Rock financial projections in this proxy statement/prospectus because they were provided to Lazard and Vulcan in the context of their respective evaluations of the potential transactions.
 
Neither Florida Rock’s independent auditors nor any other independent accountants have compiled, examined or performed any procedures with respect to the prospective financial information contained in the Florida Rock financial projections, nor have they expressed any opinion or given any form of assurance on this information or its achievability. Neither Florida Rock nor Florida Rock’s independent auditors assumes any responsibility if future results differ from the Florida Rock financial projections.
 
Furthermore, the Florida Rock financial projections:
 
  •  necessarily consist of numerous assumptions with respect to, among other things, industry performance, general business, economic, market and financial conditions, all of which are difficult or impossible to predict and many of which are beyond Florida Rock’s control and may not prove to have been, or may no longer be, accurate;
 
  •  do not necessarily reflect revised prospects for Florida Rock’s business, changes in general business or economic conditions, or any other transaction or event that has occurred or that may occur and that was not anticipated at the time the Florida Rock financial projections were prepared;
 
  •  are not necessarily indicative of current values or future performance, which may be materially more favorable or less favorable than as set forth below; and
 
  •  involve risks and uncertainties and should not be regarded as a representation or guarantee that they will be achieved.
 
The Florida Rock financial projections are forward-looking statements. For information on factors which may cause Florida Rock’s future financial results to materially vary, see “Information Regarding Forward-Looking Statements” on page 18. The Florida Rock financial projections have been prepared using accounting principles consistent with our annual and interim financial statements as well as any changes to those principles known to be effective in future periods. The Florida Rock financial projections do not reflect the effect of any proposed or other changes in U.S. GAAP that may be made in the future. Any such changes could have a material impact to the information shown below.
 
Florida Rock has neither updated or revised nor intends to update or otherwise revise the Florida Rock financial projections to reflect circumstances existing since their preparation or to reflect the occurrence of unanticipated events even in the event that any or all of the underlying assumptions are shown to be in error.


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Furthermore, Florida Rock does not intend to update or review the Florida Rock financial projections to reflect changes in general economic or industry conditions.
 
Florida Rock Consolidated Financial Projections(a)
 
                                         
    Projected Calendar Year Ending December 31  
    2007E     2008E     2009E     2010E     2011E  
    ($ in millions except per share data)  
 
Revenue
  $ 1,369.6     $ 1,531.6     $ 1,645.9     $ 1,765.4     $ 1,920.0  
EBITDA(b)
  $ 378.9     $ 450.0     $ 537.6     $ 612.6     $ 706.4  
Operating Profit
  $ 297.9     $ 359.6     $ 440.3     $ 517.7     $ 615.2  
Net Interest Income
  $ 3.8     $ 7.7     $ 20.2     $ 39.1     $ 61.7  
Tax Expense
  $ 108.1     $ 130.9     $ 161.0     $ 193.6     $ 234.2  
Net Income
  $ 193.6     $ 236.4     $ 299.5     $ 363.1     $ 442.6  
Earnings Per Share(c)
  $ 2.85     $ 3.48     $ 4.41     $ 5.34     $ 6.51  
Capital Expenditures
  $ 272.6     $ 175.7     $ 65.5     $ 63.9     $ 61.6  
Depreciation, Amortization and Depletion Expense
  $ 80.9     $ 90.4     $ 97.3     $ 94.9     $ 91.3  
Increase in Net Working Capital(d)
  $ 3.0     $ 3.0     $ 3.0     $ 3.0     $ 3.0  
 
 
(a) Excludes any new projects in Florida Rock’s Aggregates unit.
 
(b) EBITDA means net earnings (loss) before interest expense (income), income tax expense (benefit) and depreciation, amortization and depletion expense and is before the cumulative effect of a change in accounting principle, if applicable. EBITDA is not a financial measurement prepared in accordance with U.S. GAAP. See “ — Non-GAAP Financial Measures” for Florida Rock’s reasons for including EBITDA data in this proxy statement/prospectus and for a reconciliation of EBITDA to net income, as net income is a financial measurement prepared in accordance with U.S. GAAP.
 
(c) Based on 68.0 million fully diluted shares outstanding.
 
(d) Net working capital means working capital less cash. Net working capital is not a financial measurement prepared in accordance with U.S. GAAP. See “ — Non-GAAP Financial Measures” for Florida Rock’s reasons for including net working capital data in this proxy statement/prospectus and for a reconciliation of increases (decreases) in net working capital to increases (decreases) in working capital, as working capital is a financial measurement prepared in accordance with U.S. GAAP.
 
Non-GAAP Financial Measures
 
EBITDA.  The Florida Rock financial projections include a projection of Florida Rock’s EBITDA. EBITDA is not a financial measurement prepared in accordance with U.S. GAAP. Accordingly, EBITDA should not be considered as a substitute for net earnings (loss) or other income or cash flow data prepared in accordance with U.S. GAAP. Florida Rock believes that these projections of EBITDA may be useful to Florida Rock shareholders because they were provided to Lazard and Vulcan in the context of their respective evaluations of the potential transactions. In addition, Florida Rock believes that EBITDA may provide additional information with respect to Florida Rock’s performance or ability to meet its future debt service, capital expenditures and working capital requirements. Because EBITDA excludes some, but not all, items that affect net earnings and may vary among companies, the EBITDA presented by Florida Rock may not be comparable to similarly titled measures of other companies. A reconciliation of the differences between EBITDA and net income, a financial measurement prepared in accordance with U.S. GAAP, is set forth below.


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EBITDA Reconciliation
 
                                         
    Projected Calendar Year Ending December 31  
    2007E     2008E     2009E     2010E     2011E  
    ($ in millions)  
 
Net Income
  $ 193.6     $ 236.4     $ 299.5     $ 363.1     $ 442.6  
Plus: Net Interest (Income) Expense
  ($ 3.8 )   ($ 7.7 )   ($ 20.2 )   ($ 39.1 )   ($ 61.7 )
Plus: Tax Expense
  $ 108.1     $ 130.9     $ 161.0     $ 193.6     $ 234.2  
Plus: Depreciation,
                                       
Amortization and Depletion Expense
  $ 80.9     $ 90.4     $ 97.3     $ 94.9     $ 91.3  
                                         
EBITDA
  $ 378.9     $ 450.0     $ 537.6     $ 612.6     $ 706.4  
                                         
 
Net Working Capital.  The Florida Rock financial projections include a projection of increases (decreases) in Florida Rock’s net working capital. Net working capital is not a financial measurement prepared in accordance with U.S. GAAP. Accordingly, net working capital should not be considered as a substitute for working capital prepared in accordance with U.S. GAAP. Florida Rock believes that these projections of increases (decreases) in net working capital may be useful to Florida Rock shareholders because they were provided to Lazard and Vulcan in the context of their respective evaluations of the potential transactions. In addition, Florida Rock believes that projections of increases (decreases) in Florida Rock’s net working capital may provide additional information with respect to how funds are generated or used by Florida Rock from the components of working capital other than cash. Because net working capital excludes some, but not all, items that affect working capital and may vary among companies, the increases (decreases) in net working capital presented by Florida Rock may not be comparable to similarly titled measures of other companies. A reconciliation of the differences between of increases (decreases) in net working capital and of increases (decreases) in working capital, a financial measurement prepared in accordance with U.S. GAAP, is set forth below.
 
Increases (Decreases) in Net Working Capital Reconciliation
 
                                         
    Projected Calendar Year Ending December 31  
    2007E     2008E     2009E     2010E     2011E  
    ($ in millions)  
 
Increase (Decrease) in Working Capital
  ($ 17.8 )   $ 151.0     $ 331.3     $ 394.1     $ 472.4  
Less: Increase (Decrease) in Cash
  $ (20.8 )   $ 148.0     $ 328.3     $ 391.1     $ 469.4  
                                         
Increase (Decrease) in Net Working Capital
  $ 3.0     $ 3.0     $ 3.0     $ 3.0     $ 3.0  
                                         
 
Vulcan’s Reasons for the Mergers
 
Vulcan is pursuing the mergers in order to:
 
  •  enhance its coast-to coast geographic footprint and further diversify its regional exposure;
 
  •  enhance its position in fast-growing, highly attractive Florida markets; and
 
  •  build on its successful aggregates-focused business mix in top growth states.
 
The Florida Rock merger also will add approximately 2.5 billion tons of reserves in markets where reserves are increasingly scarce, increasing Vulcan’s total reserves by more than 20% to approximately 13.9 billion tons.
 
In the course of determining to approve the merger agreement, the Vulcan board of directors considered a number of factors and risks in its deliberations, ultimately concluding that the potentially favorable factors outweighed the potentially negative factors and risks. The Vulcan board of directors viewed the following factors as generally supporting its decision to approve the business combination with Florida Rock:
 
  •  the likelihood that the mergers will be completed on a timely basis;
 
  •  the mergers give Vulcan a significant presence in Florida and enhance its footprint in its regional markets;


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  •  historical and current information concerning Florida Rock’s and Vulcan’s respective businesses, financial performance and condition, operations, management, competitive positions and prospects, before and after giving effect to the mergers and the mergers’ potential effect on shareholder value; and
 
  •  the terms and conditions of the merger agreement, including:
 
  •  that not more than 30% of the outstanding shares of Florida Rock common stock can be converted into shares of Holdco common stock in the Florida Rock merger;
 
  •  restrictions on Florida Rock’s ability to solicit other acquisition proposals; and
 
  •  Florida Rock’s agreement to pay Vulcan a $135 million termination fee in connection with certain terminations of the merger agreement.
 
Vulcan’s board of directors also considered a number of potentially countervailing factors and risks, including the following:
 
  •  the dilution associated with the shares that Holdco will issue under the Florida Rock merger;
 
  •  the risk that the mergers might not be consummated in a timely manner or that the closing of the mergers will not occur despite the parties’ efforts;
 
  •  the negative impact of any customer confusion or delay in purchase commitments or the potential loss of one or more large customers as a result of any such customer’s unwillingness to do business with the combined company;
 
  •  possible loss of key management or other personnel;
 
  •  the effort and distraction required of Vulcan personnel, and the substantial expenses to be absorbed by Vulcan, in connection with attempting to complete the mergers;
 
  •  the challenges and costs of combining the operations of two independent companies, including the risks that delays or difficulties in completing the integration could adversely affect the combined company’s operating results and preclude the achievement of some anticipated benefits;
 
  •  the risk that anticipated synergies and cost savings will not be fully realized;
 
  •  conditions in the Florida housing market; and
 
  •  various other applicable risks associated with the combined company and the transaction, including those described in the section of this proxy statement/prospectus entitled “Risk Factors.”
 
In view of the wide variety of factors and risks considered in connection with its evaluation of the business combination with Florida Rock and the complexity of these matters, the Vulcan board of directors did not find it useful, and did not attempt, to quantify, rank or otherwise assign relative weights to these factors and risks. In considering the factors and risks described above, individual members of the Vulcan board of directors may have given different weight to different factors. The Vulcan board of directors conducted an overall analysis of the factors described above, including discussions with, and questioning of, Vulcan’s management and Vulcan’s legal and financial advisors, and considered the factors overall to be favorable to, and to support, its determination.
 
Interests of Certain Persons in the Florida Rock Merger
 
Interests of Florida Rock Directors and Executive Officers.  In considering the recommendation of the board of directors of Florida Rock to vote for the proposal to approve the merger agreement, shareholders of Florida Rock should be aware that members of the Florida Rock board of directors and members of Florida Rock’s executive management have relationships, agreements or arrangements that provide them with interests in the Florida Rock merger that may be in addition to or differ from those of Florida Rock’s shareholders. The Florida Rock board of directors was aware of these relationships, agreements and arrangements during its deliberations on the merits of the Florida Rock merger and in making its decision to recommend to the Florida Rock shareholders that they vote to approve the merger agreement.


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Florida Rock Director and Executive Officer Stock Options.  The following table sets forth information regarding outstanding stock options that have been issued to Florida Rock’s directors and executive officers.
 
                                                         
Shares Underlying Options     Unrealized Value(1)  
    Exercisable     Unexercisable                    
          Weighted
          Weighted
                   
          Average
          Average
    Currently
    Currently
       
    Number of
    Exercise
    Number of
    Exercise
    Exercisable
    Unexercisable
       
Name and Title
  Shares     Price     Shares     Price     Options     Options(2)     Total  
 
Edward L. Baker
    460,030     $ 8.50       57,750     $ 36.61     $ 26,911,470     $ 1,754,978     $ 28,666,448  
Chairman
                                                       
John D. Baker II
    460,030     $ 8.50       57,750     $ 36.61     $ 26,911,470     $ 1,754,978     $ 28,666,448  
President, CEO and Director
                                                       
Thompson S. Baker II
    81,550     $ 19.95       47,000     $ 37.07     $ 3,837,016     $ 1,406,176     $ 5,243,192  
Vice President and Director
                                                       
Alvin R. Carpenter
    11,828     $ 47.71       0           $ 228,168     $ 0     $ 228,168  
Director
                                                       
Robert P. Crozer
    10,328     $ 49.96       0           $ 187,358     $ 0     $ 187,358  
Director
                                                       
John A. Delaney
    10,328     $ 49.96       0           $ 187,358     $ 0     $ 187,358  
Director
                                                       
J. Dix Druce, Jr. 
    11,828     $ 47.71       0           $ 228,168     $ 0     $ 228,168  
Director
                                                       
Luke E. Fichthorn III
    11,828     $ 47.71       0           $ 228,168     $ 0     $ 228,168  
Director
                                                       
William P. Foley II
    8,328     $ 46.79       0           $ 168,333     $ 0     $ 168,333  
Director
                                                       
George J. Hossenlopp
    44,500     $ 23.44       38,500     $ 36.61     $ 1,938,335     $ 1,169,985     $ 3,108,320  
President, Southern Concrete Group
                                                       
Francis X. Knott
    10,828     $ 47.34       0           $ 212,838     $ 0     $ 212,838  
Director
                                                       
John D. Milton, Jr. 
    246,250     $ 13.95       48,125     $ 36.61     $ 13,063,300     $ 1,462,482     $ 14,525,782  
Executive Vice President, Treasurer, CFO and Director
                                                       
William H. Walton, III
    11,828     $ 47.71       0           $ 228,178     $ 0     $ 228,178  
Director
                                                       
 
 
(1) Calculated based on the assumption that the director or officer will receive $67.00 per share minus the exercise price upon consummation of the Florida Rock merger (without giving effect to any tax withholding).
 
(2) All currently unexercisable options will become fully vested and exercisable prior to, and as a result of, the merger.
 
Effective 10 days prior to the Election Date, all outstanding options to purchase shares of Florida Rock common stock that are unexercisable will become vested and fully exercisable. Therefore, the options shown above under the unexercisable column will become immediately exercisable. Options not exercised prior to the effective time of the Florida Rock merger shall be converted into the right to receive an amount, per optioned share, equal to $67.00, without interest, minus the applicable exercise price for the optioned share.
 
For additional information about the effect of the Florida Rock merger on stock options held by Florida Rock directors and executives, see “— Treatment of Stock Options and Other Equity-Based Awards” on page 54.


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Management Security Plan.  Many of Florida Rock’s executive officers, including Edward L. Baker, John D. Baker II, and Thompson S. Baker II, participate in Florida Rock’s Management Security Plan which provides for annual payments to participants (or their beneficiaries) for a period of years following their retirement or death. In connection with the Merger, Florida Rock will amend its plan to provide that (i) the benefits of MSP Plan participants shall vest in full upon the closing of the Merger, and (ii) on January 1, 2008, Florida Rock will make a lump sum payment to such MSP Plan participants in an amount equal to the present value of such vested benefits (determined using reasonable actuarial assumptions and discount factors and subject to reduction to the extent such payments would be nondeductible under Section 280G of the Internal Revenue Code). In addition, Florida Rock will modify its supplemental executive retirement arrangement with John D. Milton, Jr. to provide for a lump sum payment to Mr. Milton of the benefit on January 1, 2008, and to calculate the benefit based on both full and partial calendar years. The benefit paid to Mr. Milton will be equal to $50,000, multiplied by the number of full and partial years contained in the period from January 1, 2004 to the closing date, plus an interest accrual of 6.5% per year. Each of the modifications described above was approved by the Compensation Committee of Florida Rock’s board of directors.
 
Profit Sharing and Deferred Earnings Plan.  Florida Rock’s executive officers, including Edward L. Baker, John D. Baker II, Thompson S. Baker II, John D. Milton, Jr. and George Hossenlopp, participate in the Florida Rock Industries, Inc. Profit Sharing and Deferred Earnings Plan. Vulcan has agreed to contribute 10% of Florida Rock’s pre-tax profits for the period from October 1, 2006 through the completion of the merger (or September 30, 2007, if earlier), minus the amount of any matching employer contributions under the plan, to the profit sharing plan.
 
Annual Management Incentive Compensation Plan and Good To Great Incentive Bonus Program.  Florida Rock’s executive officers, including Edward L. Baker, John D. Baker II, Thompson S. Baker II, John D. Milton, Jr. and George Hossenlopp, participate in Florida Rock’s Annual Management Incentive Compensation Plan (the “MIC Plan”) and Good To Great Incentive Bonus Program (the “G2G Plan”). If the mergers are completed prior to September 30, 2007, Vulcan has agreed to pay bonuses under the MIC Plan and G2G Plan pro-rated to reflect the portion of the bonus period occurring prior to the completion of the mergers.
 
Severance Benefits to Executive Officers.  Under the terms of the Merger Agreement, certain executive officers, including John D. Milton, Jr., will be eligible to receive severance benefits in an amount equal to two times the executive’s base salary (subject to reduction to the extent that any payment would be nondeductible under Section 280G of the Internal Revenue Code) if, during the two years after the closing date of the mergers, Holdco terminates the executive other than for “cause” or the executive resigns for “good reason.” Executive officers who participate in the Management Security Plan are not eligible to receive severance benefits. Cause is generally defined as (i) conviction for commission of a felony, (ii) willful misconduct or gross negligence or material violation of policy resulting in material harm to Holdco, (iii) the repeated and continued failure by the executive to carry out, in all material respects, Holdco’s reasonable and lawful directions, or (iv) fraud, embezzlement, theft or material dishonesty. Good reason is generally defined as (i) a material reduction in compensation or benefits, (ii) a requirement that the executive relocate, or (iii) any material diminution in the executive’s duties, responsibilities, reporting obligations, title or authority. The Compensation Committee of Florida Rock’s board of directors has approved these severance arrangements.
 
Indemnification and Insurance.  The merger agreement provides that, upon completion of the mergers, Holdco will, to the fullest extent permitted by law, indemnify and hold harmless, and provide advancement of expenses to, all past and present officers, directors and employees of Florida Rock and its subsidiaries. Florida Rock has entered into indemnification agreements with each of its directors and officers that require Florida Rock to indemnify and advance expenses to such indemnitees to the fullest extent permitted by Florida law.
 
In addition, as provided by the merger agreement, Florida Rock has purchased a six year run-off directors’ and officers’ liability insurance policy with respect to claims arising from facts or events that occurred on or before the completion of the mergers.
 
Interests of the Baker Shareholders.  On February 19, 2007, in connection with the execution of the merger agreement, Baker Holdings, L.P., Edward L. Baker Living Trust, Edward L. Baker, John D. Baker II Living Trust and Anne D. Baker Living Trust, which we refer to in this proxy statement/prospectus, collectively, as the Baker Shareholders, entered into a support agreement with Vulcan. The Baker Shareholders (except for the Anne D. Baker


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Living Trust) are controlled, directly or indirectly, by Edward L. Baker, Florida Rock’s Chairman, and John D. Baker II, Florida Rock’s President and CEO.
 
Pursuant to the support agreement, the Baker Shareholders agreed (1) to vote shares of Florida Rock common stock representing approximately 9.9% of the outstanding shares of Florida Rock (which we refer to in this proxy statement/prospectus as the specified shares) in favor of the approval of the merger agreement at the Florida Rock shareholders meeting and against any other transaction that could reasonably be expected to prevent, impede, interfere with, delay, postpone or adversely affect the mergers and (2) to irrevocably elect to receive Holdco common stock in exchange for Florida Rock common shares representing approximately 30% of the Florida Rock common stock beneficially owned by Edward L. Baker, John D. Baker, II and Baker Holdings, L.P. in the Florida Rock merger, subject to proration like all Florida Rock shareholders.
 
The Baker Shareholders have also agreed not to transfer or otherwise dispose of the specified shares until the termination of the support agreement. The support agreement terminates upon the earlier to occur of the termination of the merger agreement or the effective date of the mergers.
 
As of the Florida Rock record date, the Baker Shareholders beneficially owned approximately [  %] of the outstanding shares of Florida Rock common stock. Further information about the support agreement can be found under “The Support Agreement” on page 65.
 
Shareholders Agreement.  On February 19, 2007, in connection with the execution of the merger agreement, the Baker Shareholders entered into a shareholders agreement with Vulcan and Holdco. Pursuant to the shareholders agreement, each Baker Shareholder agreed not to transfer any shares of Holdco common stock owned by such Baker Shareholder during a restrictive period, other than to certain permitted transferees. Generally, the restrictive period for each Baker Shareholder is three years, beginning on the effective date of the mergers; however, (i) solely with respect to John D. Baker, II, Florida Rock’s President and CEO, this restrictive period will extend for as long as he serves on the board of directors of Holdco, (ii) solely with respect to Edward L. Baker, Florida Rock’s Chairman, this restrictive period will terminate early upon his death and (iii) with respect to each Baker Shareholder, this restrictive period will terminate upon a “change of control” of Holdco, as defined in the stock option plan of Holdco.
 
Subject to limited exceptions, each Baker Shareholder also agreed, for a period of five years following the expiration of the restrictive period applicable to it (provided that the five-year period will terminate earlier at any time the Baker Shareholders and their affiliates own less than one percent of the outstanding shares of Holdco), to transfer any shares of Holdco common stock owned by such Baker Shareholder only if the transfer complies with applicable securities laws and (i) is to a permitted transferee, or (ii) such transfer complies with the “right of first refusal” procedures described below.
 
The shareholders agreement provides Holdco a right of first refusal which, during the period described in the paragraph above, requires each Baker Shareholder to give advance notice to Holdco of its desire to sell any shares of Holdco common stock. Following receipt of such notice, Holdco will have three business days to notify such Baker Shareholder stating whether Holdco will elect to purchase any shares. In the event Holdco does not elect to purchase all of the offered shares, the shares not purchased by Holdco may be sold by such Baker Shareholder in a broker transaction on the open market, subject to the same volume limitations as would be applicable to sales by an affiliate under Rule 144 of the Securities Act.
 
Each Baker Shareholder also agreed, until the expiration of the restrictive period applicable to it, to (i) vote its shares of Holdco common stock consistent with the recommendations of the Holdco board of directors, and (ii) not tender its shares of Holdco common stock in any tender offer opposed by the Holdco board of directors.
 
The shareholders agreement will automatically terminate if the merger agreement is terminated.
 
Sale of Property.  Subject to the approval of the independent directors of Florida Rock, the merger agreement permits, but does not require, Florida Rock to sell to Edward L. Baker and John D. Baker II (or their designee) certain property owned by a subsidiary of Florida Rock consisting of approximately 6,300 acres located in Suwannee and Columbia counties, Florida. This property contains a hunting lodge which Florida Rock currently uses for business entertainment purposes. The sale would take place immediately prior to the effective time of the Florida Rock merger. The purchase price for this property will be the average of two independent appraisals


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prepared by appraisers chosen by the independent directors of Florida Rock (and approved by Vulcan) and may be paid either in cash or Florida Rock common stock.
 
Patriot Transportation Holding, Inc.  Four of Florida Rock’s directors (Edward L. Baker, John D. Baker II, Thompson S. Baker II and Luke E. Fichthorn III) also are directors of Patriot Transportation Holding, Inc. (“Patriot”). Mr. Edward L. Baker serves as Chairman of both Florida Rock and Patriot. The four directors beneficially own approximately 45.9% of the common stock of Patriot. Florida Rock and a subsidiary of Patriot have established a joint venture to develop approximately 4,300 acres of land near Brooksville, Florida. The Florida Rock merger will trigger a provision in the joint venture agreement which will give Patriot the right to exercise a put/call option by giving written notice to Florida Rock within 120 days after the closing of the Florida Rock merger, specifying a purchase/sale price. Upon receipt of the notice, Florida Rock may (i) elect to purchase the joint venture interest of Patriot’s subsidiary at the buy/sell price, (ii) elect to sell Florida Rock’s joint venture interest to Patriot’s subsidiary at the specified price, or (iii) make no election, in which case Florida Rock shall be deemed to have elected to purchase the joint venture interest of Patriot’s subsidiary at the specified price. Patriot’s subsidiary also leases a number of mining properties to Florida Rock under leases that will be unaffected by the mergers.
 
Holdco Director and Management Positions.  On the day following day following the completion of the mergers, the board of directors of Holdco will be expanded to include John D. Baker II, a director and the President and CEO of Florida Rock. Mr. Baker will be compensated in accordance with Holdco’s compensation arrangements with its non-employee directors. Thompson S. Baker II, a director of Florida Rock and currently Vice President of Florida Rock, is expected to become the President of the Florida Rock division of Holdco. The terms of Mr. Thompson Baker’s employment have not yet been established. For further information, see “— Board of Directors and Management After the Mergers” below.
 
Board of Directors and Management after the Mergers
 
Immediately following the mergers, the board of directors of Holdco will consist of the Vulcan directors as of the time of the mergers. On the day following the completion of the mergers, the board of directors of Holdco will be expanded to include John D. Baker II, Florida Rock’s current President and Chief Executive Officer and a director of Florida Rock. At that time, Holdco’s board of directors will be divided into three classes, with one class elected at each annual meeting to serve a three-year term.
 
Following the mergers, officers of Holdco will consist of the Vulcan officers as of the time of the Vulcan merger, except Thompson S. Baker II, a director and Vice President of Florida Rock, is expected to become president of Holdco’s new Florida Rock division.
 
Additional information about Holdco’s directors and officers may be found in Vulcan’s proxy statement for its 2007 annual meeting of shareholders attached as Annex H hereto.
 
Material United States Federal Income Tax Consequences
 
The following is a discussion of certain of the material United States federal income tax consequences of the mergers to U.S. holders (as defined below) of Florida Rock common stock. The discussion is the opinion of Weil, Gotshal & Manges LLP.
 
This discussion is based on the Code, applicable Treasury regulations, administrative interpretations and court decisions as in effect as of the date of this proxy statement/prospectus, all of which may change, possibly with retroactive effect. This discussion assumes that the mergers will be completed in accordance with the terms of the merger agreement. No ruling has been or will be sought from the Internal Revenue Service (“IRS”) as to the United States federal income tax consequences of the mergers, and the following summary is not binding on the IRS or the courts. As a result, the IRS could adopt a contrary position, and such a contrary position could be sustained by a court.
 
For purposes of this discussion, a “U.S. holder” is a beneficial owner of a share of Florida Rock common stock that is:
 
  •  a citizen or individual resident of the United States;


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  •  a corporation, or other entity taxable as a corporation, created or organized in or under the laws of the United States or any political subdivision thereof;
 
  •  an estate the income of which is subject to United States federal income tax regardless of its source; or
 
  •  a trust if, in general, the trust is subject to the supervision of a court within the United States, and one or more U.S. persons have the authority to control all significant decisions of the trust.
 
This discussion only addresses U.S. holders who hold shares of Florida Rock common stock as capital assets within the meaning of Section 1221 the Code.
 
This discussion does not purport to be a complete analysis of all potential tax effects of the mergers, and, in particular, does not address United States federal income tax considerations applicable to shareholders subject to special treatment under United States federal income tax law (including, for example, non-U.S. holders, brokers or dealers in securities, financial institutions, mutual funds, insurance companies, tax-exempt entities, holders who hold Florida Rock common stock as part of a hedge, appreciated financial position, straddle, conversion transaction or other risk reduction strategy, holders who acquired Florida Rock common stock pursuant to the exercise of an employee stock option or right or otherwise as compensation, holders which are partnerships or other pass-through entities or investors in partnerships or other pass-through entities and U.S. holders liable for the alternative minimum tax). In addition, this discussion does not address the tax consequences of transactions effectuated prior to or after the mergers (whether or not such transactions occur in connection with the mergers), including, without limitation, any exercise of an option or the acquisition or disposition of shares of Florida Rock common stock other than pursuant to the mergers. Also, this discussion does not address United States federal income tax considerations applicable to holders of options or warrants to purchase Florida Rock common stock, or holders of debt instruments convertible into Florida Rock common stock. No information is provided herein with respect to the tax consequences of the mergers under applicable state, local or non-United States laws, or under any proposed Treasury regulations that have not taken effect as of the date of this proxy statement/prospectus.
 
HOLDERS OF FLORIDA ROCK COMMON STOCK ARE URGED TO CONSULT WITH THEIR TAX ADVISORS REGARDING THE TAX CONSEQUENCES OF THE MERGERS TO THEM, INCLUDING THE EFFECTS OF UNITED STATES FEDERAL, STATE AND LOCAL, FOREIGN AND OTHER TAX LAWS.
 
The obligations of Florida Rock to consummate the Florida Rock merger are conditioned on the receipt of an opinion of its tax counsel, Weil, Gotshal & Manges LLP, dated the effective date of the mergers (“WGM Tax Opinion”), to the effect that the exchange of Florida Rock common stock and Vulcan common stock for Holdco common stock pursuant to the mergers, taken together, will be treated for United States federal income tax purposes as an exchange described in Section 351 of the Code. The obligations of Vulcan to consummate the Vulcan merger are conditioned on the receipt of an opinion of its tax counsel, Wachtell, Lipton, Rosen & Katz, dated the effective date of the mergers (“WLRK Tax Opinion” and together with the “WGM Tax Opinion,” the “Tax Opinions”), to the effect that (i) the exchange of Florida Rock common stock and Vulcan common stock for Holdco common stock pursuant to the mergers, taken together, will be treated for United States federal income tax purposes as an exchange described in Section 351 of the Code and (ii) the Vulcan merger will qualify as a reorganization within the meaning of Section 368(a) of the Code.
 
Each of the Tax Opinions will be subject to customary qualifications and assumptions, including that the mergers will be completed according to the terms of the merger agreement. In rendering the Tax Opinions, each tax counsel may require and rely upon representations and assumptions, including those contained in the certificate of officers of Florida Rock, Vulcan and Holdco. If any of those representations, covenants or assumptions is inaccurate, the tax consequences of the mergers could differ from those described in the Tax Opinions. The Tax Opinions do not bind the IRS nor preclude the IRS from adopting a contrary position. Accordingly, there can be no assurance that the IRS will not challenge such conclusions or that a court will not sustain such a challenge. The remainder of this discussion assumes that the mergers, taken together, will be treated as an exchange described in Section 351 of the Code.


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In the event that either Florida Rock or Vulcan waives this condition and there are any material adverse changes in the United States federal income tax consequences to the Florida Rock shareholders, we will inform you of this decision and ask you to vote on the mergers taking this into consideration.
 
United States Federal Income Tax Consequences to Florida Rock Shareholders
 
At the time that a U.S. holder makes an election to receive Holdco common stock, such holder will not know if, and to what extent, the proration procedures will alter the mix of the consideration to be received. As a result, the tax consequences to each U.S. holder will not be ascertainable with certainty until such holder knows the precise amount of Holdco common stock that will be received in the mergers.
 
Exchange of Florida Rock Common Stock Solely For Cash.  A U.S. holder who exchanges Florida Rock common stock solely for cash will recognize capital gain or loss, for United States federal income tax purposes, equal to the difference between the amount of cash received and such holder’s tax basis in the shares of Florida Rock common stock surrendered therefor. Such gain or loss will be long term capital gain or loss if, as of the effective time of the Florida Rock merger, the holding period for such Florida Rock common stock is more than one year.
 
Exchange of Florida Rock Common Stock Solely for Holdco Common Stock.  A U.S. holder who exchanges Florida Rock common stock solely for Holdco common stock will not recognize any gain or loss, for United States federal income tax purposes, upon the exchange. Such holder will have a tax basis in the Holdco common stock received equal to the tax basis of the Florida Rock common stock surrendered therefor, provided either that the Florida Rock common stock exchanged does not have a tax basis that exceeds its fair market value or, if it does, that a certain election to reduce the tax basis of the Holdco common stock received to its fair market value is not made. The holding period for the Holdco common stock received will include the holding period for the Florida Rock common stock surrendered therefor.
 
Exchange of Florida Rock Common Stock for a combination of Holdco Common Stock and Cash.  A U.S. holder who exchanges Florida Rock common stock for a combination of Holdco common stock and cash will recognize gain, but not loss, on the exchange. Subject to the discussion below regarding Section 304 of the Code, gain recognized will equal the lesser of the amount of cash received and the gain realized. The gain realized will be the excess of (i) the sum of the fair market value of Holdco common stock received and the amount of cash received over (ii) the holder’s tax basis in the Florida Rock common stock surrendered. For this purpose, a holder must calculate gain or loss separately for each identifiable block of shares of Florida Rock common stock that is surrendered in the exchange, and the holder may not offset a loss recognized on one block of the shares against gain recognized on another block of the shares. Subject to the discussion below regarding Section 304 of the Code, any gain recognized by such U.S. holder will generally be treated as capital gain. Any gain that is treated as capital gain will be long term capital gain if the holding period for shares of the Florida Rock common stock that are surrendered in the exchange is more than one year as of the effective time of the Florida Rock merger.
 
The aggregate tax basis of the Holdco common stock received by a U.S. holder will be equal to the aggregate tax basis of the shares of Florida Rock common stock surrendered in the exchange, decreased by the amount of cash received and increased by the amount of gain recognized, provided either that the Florida Rock common stock exchanged does not have a tax basis that exceeds its fair market value or, if it does, that a certain election to reduce the tax basis of the Holdco common stock received to its fair market value is not made. The holding period of the Holdco common stock received will include the holding period of the shares of Florida Rock common stock surrendered in exchange therefor.
 
Application of Section 304 of the Code.  The results described above may be altered if, contrary to expectations, Section 304 of the Code applies to the Florida Rock merger. Section 304 of the Code will apply to the Florida Rock merger if the Florida Rock shareholders, in the aggregate, own stock of Holdco possessing 50% or more of the total combined voting power or 50% or more of the total combined value of all classes of stock of Holdco, taking into account certain constructive ownership rules under the Code and, in the case of a Florida Rock shareholder who also owns Vulcan common stock, taking into account any Holdco common stock received by such Florida Rock shareholder in the Vulcan merger. In the unlikely event that Section 304 of the Code were to apply to the Florida Rock merger, the amount and character of income recognized by Florida Rock shareholders could be


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different. U.S. holders of Florida Rock common stock should consult their own tax advisors as to the amount and character of any income in the event that Section 304 of the Code applies to the Florida Rock merger.
 
Cash Instead of Fractional Shares.  Holdco and Florida Rock intend to take the position that the receipt of cash instead of a fractional share of Holdco common stock is treated as if the U.S. holder received the fractional share in the Florida Rock merger and then received the cash in redemption of the fractional share. Accordingly, the U.S. holder will generally recognize gain or loss equal to the difference between the amount of the cash received instead of the fractional share and the holder’s tax basis allocable to such fractional share.
 
Information on the Mergers to Be Filed with Florida Rock Shareholders’ Returns.  U.S. holders who receive Holdco common stock, and following the effective time of the mergers own Holdco common stock representing at least 5% of the total combined voting power or value of the total outstanding Holdco common stock, are required to attach to their tax returns for the year in which the mergers are consummated, and maintain a permanent record of, a complete statement that contains the information listed in Treasury Regulation Section 1.351-3T. Such statement must include their aggregate fair market value and tax basis in their Florida Rock common stock surrendered in the exchange.
 
Information Reporting and Backup Withholding.  Payments of cash pursuant to the Florida Rock merger will be subject to information reporting and backup withholding unless (i) they are received by a corporation or other exempt recipient or (ii) the recipient provides a correct taxpayer identification number and certifies that no loss of exemption from backup withholding has occurred.
 
A U.S. holder who provides an incorrect taxpayer identification number may be subject to penalties imposed by the IRS. The amount of any backup withholding from a payment to a U.S. holder will be allowed as a credit against the U.S. holder’s United States federal income tax liability and may entitle such U.S. holder to a refund, provided that the required information is timely furnished to the IRS.
 
Tax matters are very complicated, and the tax consequences of the mergers to you will depend upon the facts of your particular situation. Accordingly, we strongly urge you to consult with a tax advisor to determine the particular federal, state, local, or foreign income or other tax consequences to you of the mergers.
 
Accounting Treatment
 
The mergers will be accounted for using the purchase method of accounting pursuant to Statement of Financial Accounting Standards (SFAS) No. 141, “Business Combinations” (FAS 141). Vulcan will be treated as the acquiring corporation for accounting and financial reporting purposes; accordingly, the historical financial statements of Vulcan will become the historical financial statements of Holdco. Under FAS 141, the purchase price paid by Vulcan, together with the direct costs of the mergers incurred by Vulcan, will be allocated to Florida Rock’s tangible and intangible assets and liabilities based on their estimated fair values, with any excess being treated as goodwill. The assets, liabilities and results of operations of Florida Rock will be consolidated into the assets, liabilities and results of operations of Vulcan as of the closing date of the mergers.
 
Regulatory Approvals
 
U.S. Antitrust Clearance.  Under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“HSR Act”), and the rules promulgated thereunder, the mergers may not be consummated until notification forms have been filed with the Federal Trade Commission (“FTC”) and the Antitrust Division of the United States Department of Justice (“DOJ”) and specified waiting period requirements have been satisfied. Vulcan and Florida Rock filed notification and report forms under the HSR Act with the FTC and the DOJ on March 12, 2007. On April 11, 2007, the DOJ issued a request for additional information and documentary material (referred to as a “Second Request”) which extends the waiting period until thirty days after the parties have substantially complied with this request. Both before and after the expiration of the waiting period, the FTC, the DOJ or a state attorney general retain the authority to take action under the antitrust laws, including seeking to enjoin the completion of the mergers, to rescind the mergers or to conditionally approve the mergers upon the divestiture of particular assets of Vulcan or Florida Rock. Private parties also may seek to take legal action under the antitrust laws under certain circumstances.


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While we believe that we will receive the requisite regulatory approvals for the mergers, there can be no assurances regarding the timing of the approvals, our ability to obtain the approvals on satisfactory terms or the absence of litigation challenging such approvals. There can likewise be no assurance that regulatory authorities will not attempt to challenge the mergers on antitrust grounds or for other reasons, or, if such a challenge is made, as to the result thereof. Our obligation to complete the mergers is conditioned upon the receipt of certain antitrust consents, approvals and actions of governmental authorities and the filing of certain antitrust and other notices with such authorities. See “The Merger Agreement — Conditions to Completion of the Mergers” beginning on page 56.
 
Florida Rock Shareholders Making Cash and Share Elections
 
Florida Rock shareholders will be receiving under separate cover a form of election for making cash and share elections. Any Florida Rock shareholder who became a Florida Rock shareholder after the record date, or who did not otherwise receive a form of election, should contact [          ] or their broker, bank or other nominee to obtain a form of election. Florida Rock shareholders who vote against approving the merger agreement are still entitled to make elections with respect to their shares. The form of election allows holders of Florida Rock common stock to make cash or share elections for some or all of their Florida Rock shares. Florida Rock shares as to which the holder has not made a valid election prior to the election deadline will be treated as though no election had been made.
 
The U.S. federal income tax consequences of the Florida Rock merger to each Florida Rock shareholder will vary depending on whether the Florida Rock shareholder receives cash or shares of Holdco, or a combination of cash and shares, in exchange for his or her Florida Rock shares. However, at the time that a Florida Rock shareholder is required to make a cash or share election, the Florida Rock shareholder will not know if, and to what extent, the proration procedures will change the mix of consideration that he or she will receive in the Florida Rock merger. As a result, at the time that a Florida Rock shareholder is required to make a cash or share election, the Florida Rock shareholder will not know the tax consequences to him or her with certainty. For more information regarding the tax consequences of the Florida Rock merger to the Florida Rock shareholders, please see “— Material United States Federal Income Tax Consequences” beginning on page 46.
 
Exchange Agent.  [          ] will serve as the exchange agent for purposes of effecting the election and proration procedures.
 
Election Deadline.  The election deadline will be 5:00 p.m., EDT, on (i) [          , 2007], the date of the special meeting, or (ii) two business days prior to the date of the completion of the Florida Rock merger if the completion of the Florida Rock merger is more than four business days following the special meeting. Vulcan and Florida Rock will publicly announce the anticipated election deadline at least five days prior to the anticipated completion date.
 
Shareholders who hold their shares in “street name” or through the Florida Rock Employee Stock Purchase Plan or the Florida Rock Industries, Inc. Profit Sharing and Deferred Earnings Plan or The Arundel Corporation Profit Sharing and Savings Plan, which we refer to in this proxy statement/prospectus, collectively, as the “Florida Rock Plans,” may be subject to a deadline earlier than the general deadline of the date of the special meeting. Therefore, you should carefully read any materials you receive from your broker or the relevant plan trustee or administrator.
 
Form of Election.  The applicable form of election must be properly completed and signed and accompanied by:
 
  •  certificates representing all of the Florida Rock shares covered by the form of election, duly endorsed in blank or otherwise in a form acceptable for transfer on Florida Rock’s books (or appropriate evidence as to the loss, theft or destruction, appropriate evidence as to the ownership of that certificate by the claimant, and appropriate and customary indemnification, as described in the form of election); or
 
  •  a properly completed and signed notice of guaranteed delivery, as described in the instructions accompanying the form of election, from a firm which is a member of a registered national securities exchange or a commercial bank or trust company having an office or correspondent in the United States, provided that the


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  actual stock certificates are in fact delivered to the exchange agent by the time set forth in the notice of guaranteed delivery; or
 
  •  if the Florida Rock shares are held in book-entry form, the documents specified in the instructions accompanying the form of election.
 
In order to make a cash or share election, the properly completed and signed form of election, together with one of the items described above, must be actually received by the exchange agent at or prior to the election deadline in accordance with the instructions in the instructions accompanying the form of election.
 
If Florida Rock shares are held in street name or in the Florida Rock Plans and the holder wishes to make an election, the holder should contact his or her bank, broker or other nominee, or the plan administrator or trustee, and follow the instructions provided.
 
Inability to Sell Shares as to which an Election is Made.  Shareholders who have made elections will be unable to sell their Florida Rock shares after making the election, unless the election is properly revoked before the election deadline or the merger agreement is terminated.
 
Election Revocation and Changes.  Generally, an election may be revoked or changed with respect to all or a portion of the Florida Rock shares covered by the election by the holder who submitted the applicable form of election, but only by written notice received by the exchange agent prior to the election deadline. If an election is revoked, or the merger agreement is terminated, and any stock certificates have been transmitted to the exchange agent, the exchange agent will promptly return those certificates to the shareholder who submitted those certificates. Florida Rock shareholders will not be entitled to revoke or change their elections following the election deadline. As a result, Florida Rock shareholders who have made elections will be unable to revoke their elections or sell their Florida Rock shares during the interval between the election deadline and the date of completion of the mergers.
 
Florida Rock shares, as to which the holder has not made a valid election prior to the election deadline, including as a result of revocation, will be deemed non-electing shares. If it is determined that any purported cash election or share election was not properly made, the purported election will be deemed to be of no force or effect and the holder making the purported election will be deemed not to have made an election for these purposes, unless a proper election is subsequently made on a timely basis.
 
Non-Electing Holders.  Florida Rock shareholders who make no election to receive cash consideration or share consideration in the Florida Rock merger, whose elections are not received by the exchange agent by the election deadline, or whose forms of election are improperly completed or are not signed will be deemed not to have made an election. Florida Rock shareholders not making an election in respect of their Florida Rock shares may receive cash consideration, share consideration, or cash consideration for some of their Florida Rock shares and share consideration for some of their Florida Rock shares, depending on elections that have been made by other Florida Rock shareholders. See “— Proration Procedures” below.
 
Pursuant to the support agreement, the Baker Shareholders agreed to irrevocably elect to receive Holdco common stock in exchange for Florida Rock common shares representing approximately 30% of the Florida Rock common stock beneficially owned by Edward L. Baker, John D. Baker II and Baker Holdings, L.P. in the Florida Rock merger, subject to proration like all Florida Rock shareholders. As of the Florida Rock record date, the Baker Shareholders owned approximately [           ] shares of Florida Rock common stock or approximately [     %] of the outstanding shares of Florida Rock common stock.
 
Proration Procedures.  Florida Rock shareholders should be aware that cash elections or share elections they make may be subject to the proration procedures provided in the merger agreement. Regardless of the cash or share elections made by Florida Rock shareholders, these procedures are designed to ensure that:
 
  •  30% of the Florida Rock shares outstanding immediately prior to the effective time of the Florida Rock merger will be converted into the right to receive 0.63 of a share of Holdco common stock per share; and
 
  •  70% of the Florida Rock shares outstanding immediately prior to the effective time of the Florida Rock merger will be converted into the right to receive cash consideration of $67.00 per share, without interest.
 
Florida Rock shareholders will receive cash in lieu of fractional shares, if any.


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In addition, any share of Florida Rock common stock owned by Florida Rock or Fresno Merger Sub (which will be cancelled in the Florida Rock merger) or owned by Vulcan or any direct or indirect subsidiary of Florida Rock or Vulcan (other than Fresno Merger Sub), which will be exchanged for Holdco common stock in the mergers, will not be subject to these proration calculations. Set forth below is a description of the proration procedures, and the effects on Florida Rock’s shareholders, including those who fail to properly make a cash or share election, under certain alternative scenarios.
 
Scenario 1: More than 70% of Florida Rock Shares Elect to Receive Cash Consideration:
 
Florida Rock Shares Subject to Cash Elections.  Each Florida Rock shareholder who properly elected to receive cash consideration will receive cash consideration for only a pro rata portion of the Florida Rock shares for which he or she properly made a cash election. The Florida Rock shareholder will receive share consideration in the form of shares of Holdco (and cash in lieu of any fractional shares) for his or her remaining Florida Rock shares.
 
The precise number of Florida Rock shares for which a Florida Rock shareholder will receive cash consideration will be determined by multiplying the number of Florida Rock shares for which the shareholder properly made a cash election by a fraction with a numerator equal to 70% of the number of Florida Rock shares outstanding immediately prior to the completion of the Florida Rock merger and a denominator equal to the total number of Florida Rock shares for which cash elections are properly made by all Florida Rock shareholders.
 
EXAMPLE. Assume that 1,000,000 Florida Rock shares are outstanding at the time of the Florida Rock merger and Florida Rock shareholders make cash elections with respect to 800,000 Florida Rock shares and share elections with respect to 200,000 Florida Rock shares. If you own 100 Florida Rock shares and have made an effective cash election for all of those shares, you would receive cash consideration for 87.50 of your Florida Rock shares [100 ×((70% × 1,000,000)/800,000)] and share consideration (including cash in lieu of any fractional shares) for your remaining 12.50 Florida Rock shares.
 
Florida Rock Shares Subject to Share Elections.  Each Florida Rock shareholder who properly elected to receive share consideration will receive share consideration in the form of shares of Holdco for all of the Florida Rock shares for which he or she made a share election (including cash in lieu of any fractional shares).
 
Florida Rock Shares Subject to No Election.  Each Florida Rock shareholder who failed to properly make an election will receive share consideration in the form of shares of Holdco for all of the Florida Rock shares for which he or she made no election (including cash in lieu of any fractional shares).
 
Scenario 2: More than 30% of Florida Rock Shares Elect to Receive Share Consideration:
 
Florida Rock Shares Subject to Cash Elections.  Each Florida Rock shareholder who properly elected to receive cash consideration will receive cash consideration for all of the Florida Rock shares for which he or she made a cash election.
 
Florida Rock Shares Subject to Share Elections.  Each Florida Rock shareholder who properly elected to receive share consideration will receive share consideration in the form of shares of Holdco for only a pro rata portion of the Florida Rock shares for which he or she properly made a share election (including cash in lieu of any fractional shares). The shareholder will receive cash consideration for his or her remaining Florida Rock shares.
 
The precise number of Florida Rock shares for which a Florida Rock shareholder will receive share consideration will be determined by multiplying the number of Florida Rock shares for which the shareholder properly made a share election by a fraction with a numerator equal to 30% of the number of Florida Rock shares outstanding immediately prior to the effective time of the Florida Rock merger and a denominator equal to the total number of Florida Rock shares for which share elections are properly made by all Florida Rock shareholders.
 
EXAMPLE. Assume that 1,000,000 Florida Rock shares are outstanding at the time of the Florida Rock merger and Florida Rock shareholders make share elections with respect to 800,000 Florida Rock shares and cash elections with respect to 200,000 Florida Rock shares. If you own 100 Florida Rock shares and have made an effective share election for all of those shares, you would receive share consideration for 37.50 of your Florida Rock shares [100 × ((30% × 1,000,000)/800,000)] (including cash in lieu of any fractional shares) and cash consideration for your remaining 62.50 Florida Rock shares.


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Florida Rock Shares Subject to No Election.  Each Florida Rock shareholder who failed to properly make an election for his or her shares will receive cash consideration for all of the Florida Rock shares for which he or she made no election.
 
Scenario 3: Less than 70% of Florida Rock Shares Elect to Receive Cash Consideration and Less than 30% of Florida Rock Shares Elect to Receive Share Consideration:
 
Florida Rock Shares Subject to Cash Elections.  Each Florida Rock shareholder who properly elected to receive cash consideration will receive cash consideration for all of the Florida Rock shares for which he or she made a cash election.
 
Florida Rock Shares Subject to Share Elections.  Each Florida Rock shareholder who properly elected to receive share consideration will receive share consideration in the form of shares of Holdco for all of the Florida Rock shares for which he or she made a share election (including cash in lieu of any fractional shares).
 
Florida Rock Shares Subject to No Election.  Each Florida Rock shareholder who failed to make an election will receive cash consideration for a portion of the Florida Rock shares for which he or she made no election and share consideration in the form of shares of Holdco for a portion of the Florida Rock shares for which he or she made no election.
 
The precise number of Florida Rock shares for which a Florida Rock shareholder will receive share consideration, including cash in lieu of fractional shares, will be determined by multiplying the number of Florida Rock shares for which the shareholder made no election by a fraction with a numerator equal to 30% of the number of Florida Rock shares outstanding immediately prior to the effective time of the Florida Rock merger less the number of Florida Rock shares for which Florida Rock shareholders, collectively, properly made share elections and a denominator equal to the total number of Florida Rock shares for which no elections were properly made by Florida Rock shareholders.
 
The precise number of Florida Rock shares for which a Florida Rock shareholder will receive cash consideration will be determined by multiplying the number of Florida Rock shares for which the shareholder made no election by a fraction with a numerator equal to 70% of the number of Florida Rock shares outstanding immediately prior to the effective time of the Florida Rock merger less the number of Florida Rock shares for which Florida Rock shareholders, collectively, properly made cash elections and a denominator equal to the total number of Florida Rock shares for which no elections were properly made by Florida Rock shareholders.
 
EXAMPLE. Assume that 1,000,000 Florida Rock shares are outstanding at the time of the Florida Rock merger and Florida Rock shareholders make cash elections with respect to 200,000 Florida Rock shares and share elections with respect to 200,000 Florida Rock shares. If you own 100 Florida Rock shares and have not made an effective cash election or share election for any of those shares, you would receive cash consideration for 83.33 of your Florida Rock shares [100 × (700,000-200,000)/600,000] and share consideration (including cash in lieu of any fractional shares) for 16.67 of your Florida Rock shares [100 × ((300,000-200,000)/600,000)].
 
None of Holdco, Vulcan or Florida Rock is making any recommendation as to whether Florida Rock shareholders should elect to receive cash consideration or share consideration in the Florida Rock merger. You must make your own decision with respect to such election. No guarantee can be made that you will receive the amount of cash consideration or share consideration you elect. As a result of the proration procedures and other limitations described in this proxy statement/prospectus and in the merger agreement, you may receive share consideration or cash consideration in amounts that are different from the amounts you elect to receive. Because the value of the share consideration and cash consideration may differ, you may receive consideration having an aggregate value less than that you elected to receive. Florida Rock shareholders should obtain current market quotations for Vulcan common stock and Florida Rock common stock in deciding what elections to make.


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Exchange of Florida Rock Shares
 
As provided for in the merger agreement, Vulcan has appointed [          ] as exchange agent (the “Exchange Agent”) for the purpose of:
 
  •  receiving election forms;
 
  •  determining in accordance with the merger agreement the merger consideration to be received by each holder of shares of Florida Rock common stock; and
 
  •  exchanging the applicable merger consideration for certificates formerly representating shares of Florida Rock common stock or for Florida Rock shares represented by book-entry.
 
Promptly after the closing date of the mergers, the Exchange Agent will send to each record holder of Florida Rock common stock at the effective time of the Florida Rock merger who has not submitted an effective form of election a letter of transmittal and instructions for exchanging shares of Florida Rock common stock for the applicable merger consideration.
 
No Exchange of Vulcan Shares
 
Certificates representing shares of Vulcan common stock immediately prior to the Vulcan merger will from and after the Vulcan merger represent the same number of shares of Holdco common stock and the Exchange Agent will exchange by book-entry transfer all uncertificated shares of Vulcan common stock for the same number of shares of Holdco common stock. No new certificates representing shares of Holdco common stock will be issued in exchange for existing certificates representing shares of Vulcan common stock.
 
Treatment of Stock Options and Other Equity-Based Awards
 
Florida Rock Stock Options:  Effective at least 10 business days prior to the election date, Florida Rock will cause each option or other right to acquire Florida Rock common stock under any Florida Rock stock plan to become fully vested and exercisable. Florida Rock option holders who exercise their options and receive Florida Rock shares prior to the fourth business day prior to the election deadline may make elections with respect to such shares.
 
Upon the completion of the Florida Rock merger, each option to purchase shares of Florida Rock common stock will be converted into the right to receive, with respect to each share underlying such option, an amount in cash equal to the excess, if any, of (A) $67.00, without interest, over (B) the exercise price payable in respect of the share underlying such option, less any applicable withholding taxes.
 
Vulcan Stock Options and Other Equity-Based Awards:  All Vulcan stock options, stock appreciation rights, restricted stock units and other equity-based awards outstanding immediately before the Vulcan merger will remain unchanged, except that the shares underlying such awards will be shares of Holdco common stock rather than Vulcan common stock.
 
Effect on Stock Plans.  Shares available for issuance under the Florida Rock and Vulcan stock plans may still be used for grants of options and other awards under those plans with respect to shares of Holdco common stock following the merger, provided, that:
 
  •  the number of shares available for grants under the Florida Rock and Vulcan stock plans is appropriately adjusted to reflect the mergers;
 
  •  the stock plans and awards issued thereunder expire at the same time they would have expired absent the occurrence of the mergers; and
 
  •  options and other awards granted under a Florida Rock stock plan after the mergers are not granted to individuals who were employed, immediately before the mergers, by Vulcan or any of its subsidiaries and options and other awards granted under a Vulcan stock plan after the mergers are not granted to individuals who were employed, immediately before the mergers, by Florida Rock or any of its subsidiaries.


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Restrictions on Sales of Shares by Affiliates of Vulcan and Florida Rock
 
The shares of Holdco common stock to be issued in connection with the mergers will be registered under the Securities Act, and will be freely transferable under the Securities Act, except for shares of Holdco common stock issued to any person who is deemed to be an “affiliate” of Vulcan or Florida Rock at the time of the applicable special meeting. Persons who may be deemed to be affiliates include individuals or entities that control, are controlled by, or are under the common control of either Vulcan or Florida Rock and may include our executive officers and directors, as well as our significant shareholders. Affiliates may not sell their shares of Holdco common stock acquired in connection with the mergers except pursuant to:
 
  •  an effective registration statement under the Securities Act covering the resale of those shares;
 
  •  an exemption under paragraph (d) of Rule 145 under the Securities Act; or
 
  •  any other applicable exemption under the Securities Act.
 
The merger agreement requires Florida Rock to use its reasonable best efforts to obtain from each person who is an affiliate of Florida Rock as soon as reasonably practicable and, in any event, prior to the special meeting, a written agreement to the effect that such person will not transfer any Holdco common stock issued to him or her in the Florida Rock merger except in compliance with the Securities Act.
 
This proxy statement/prospectus does not cover resales of Holdco common stock by affiliates of Vulcan, Florida Rock or Holdco.
 
Stock Exchange Listing of Holdco Common Stock; Delisting of Florida Rock Common Stock after the Florida Rock Merger
 
It is a condition to the Florida Rock merger that the shares of Holdco common stock to be issued in the mergers and Holdco common stock to be reserved for issuance in connection with the mergers shall have been authorized for listing on the New York Stock Exchange, upon official notice of issuance. If the Florida Rock merger is completed, Florida Rock common stock will cease to be listed on the New York Stock Exchange and will be deregistered under the Exchange Act.
 
No Appraisal Rights
 
Under the FBCA, Florida Rock shareholders are not entitled to appraisal rights in connection with the Florida Rock merger.
 
The Merger Agreement
 
The following summary describes the material provisions of the merger agreement and is qualified in its entirety by reference to the complete text of the merger agreement, a copy of which is attached as Annex A to, and is incorporated by reference in, this proxy statement/prospectus. The provisions of the merger agreement are extensive and not easily summarized. Accordingly, this summary may not contain all of the information about the merger agreement that is important to you. We encourage you to read the merger agreement carefully in its entirety for a more complete understanding of the merger agreement.
 
The merger agreement and this summary of its terms have been included with this proxy statement/prospectus to provide you with information regarding the terms of the merger agreement and are not intended to modify or supplement any factual disclosures about Vulcan or Florida Rock in our public reports filed with the SEC. In particular, the merger agreement and related summary are not intended to be, and should not be relied upon as, disclosures regarding any facts and circumstances relating to Vulcan or Florida Rock. The representations and warranties contained in the merger agreement have been negotiated with the principal purpose of establishing the circumstances in which a party may have the right not to close the mergers if the representations and warranties of the other party prove to be untrue due to a change in circumstance or otherwise, and allocate risk between the parties, rather than establishing matters as facts. The representations and warranties may also be subject to a contractual standard of materiality different from those generally applicable to shareholders.


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Completion of the Mergers
 
Pursuant to the merger agreement, Virginia Merger Sub (a wholly owned subsidiary of Holdco) will merge with and into Vulcan and Fresno Merger Sub (a wholly owned subsidiary of Holdco) will merge with and into Florida Rock, with each of Vulcan and Florida Rock surviving as wholly owned subsidiaries of Holdco. In the mergers, each outstanding share of Vulcan common stock (other than shares owned by Vulcan) will be automatically converted into one share of Holdco common stock, and each outstanding share of Florida Rock common stock (other than shares owned by Florida Rock, Fresno Merger Sub, Vulcan or any direct or indirect wholly owned subsidiary of Vulcan or Florida Rock) will be converted into the right to receive, at the election of the holder, either $67.00 in cash, without interest, or 0.63 of a share of Holdco common stock, in either case subject to proration if the holders of more than 70% of Florida Rock common stock elect the cash consideration or more than 30% elect the stock consideration. See “— Florida Rock Shareholders Making Cash and Share Elections — Proration Procedures” beginning on page 51 for more information on how the proration procedures will work. Each share of Vulcan common stock owned by Vulcan will be cancelled without consideration. Each share of Florida Rock common stock owned by Florida Rock or Fresno Merger Sub will be cancelled without consideration. Each share of Florida Rock common stock owned by Vulcan or any direct or indirect wholly owned subsidiary of Florida Rock or Vulcan (other than Fresno Merger Sub) will be converted into the right to receive 0.63 of a share of Holdco common stock. The conversion of these shares is not subject to proration, and these shares will not be taken into consideration when determining the proration calculations. In addition, the merger agreement provides that in the event that Florida Rock’s representations in the merger agreement with respect to the number of shares of Florida Rock common stock outstanding and the number of shares of Florida Rock common stock underlying outstanding Florida Rock stock options collectively understate the amount of such shares of Florida Rock common stock and shares underlying Florida Rock stock options by 10,000 or more, the merger consideration and the exchange ratio shall be appropriately adjusted to provide to the holders of Florida Rock common stock and Vulcan common stock the same economic effect as contemplated by the merger agreement prior to such action.
 
For information on the treatment of Vulcan stock options, Vulcan stock appreciation rights, Vulcan restricted stock units and Florida Rock stock options, see “— Treatment of Stock Options and Other Equity-Based Awards” beginning on page 54.
 
The Florida Rock merger will be completed when Florida Rock files articles of merger with the Secretary of State of the State of Florida and the Vulcan merger will be completed when Vulcan files a certificate of merger with the Secretary of State of the State of New Jersey. The Vulcan merger will be effective one minute before the Florida Rock merger. Florida Rock and Vulcan expect to file the articles of merger and the certificate of merger as soon as practicable after the satisfaction or waiver of the closing conditions in the merger agreement, which are described below.
 
Conditions to Completion of the Mergers
 
Conditions to Florida Rock’s and Vulcan’s Obligations.  Florida Rock and Vulcan may not complete the mergers unless each of the following conditions is satisfied or waived:
 
  •  the merger agreement has been approved by the affirmative vote of the holders of a majority of the outstanding shares of Florida Rock common stock;
 
  •  the shares of Holdco common stock to be issued in the mergers and reserved for issuance in connection with the mergers have been authorized for listing on the New York Stock Exchange (the “NYSE”);
 
  •  the waiting period applicable to the mergers under the HSR Act has been terminated or has expired and no governmental authority has required any action in connection with the transaction, except as would not, individually or in the aggregate, be reasonably expected to result in a material adverse effect on Vulcan, Florida Rock or Holdco, and all other regulatory approvals necessary for the completion of the mergers have been obtained and are in full force and effect;
 
  •  the registration statement covering the Holdco shares has been declared effective by the SEC and is not subject to any stop order or proceedings seeking a stop order; and


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  •  no restraining order or injunction prohibiting completion of the mergers is in effect and completion of the mergers is not illegal under any applicable law, rule, regulation or order.
 
Florida Rock’s and Vulcan’s obligations to complete the mergers are also subject to the satisfaction or waiver of each of the following additional conditions:
 
  •  truth and correctness of the representations and warranties of the other party, generally subject to any exceptions that have not had, and would not reasonably be expected to have, a material adverse effect on the other party after the mergers;
 
  •  the other party’s performance in all material respects of all obligations that are required by the merger agreement to be performed on or prior to the closing date;
 
  •  each of Vulcan’s and Florida Rock’s receipt of an opinion from its counsel to the effect that the exchange of Florida Rock common stock and Vulcan common stock for Holdco common stock pursuant to the mergers, taken together, will be treated for federal income tax purposes as a transaction described in Section 351 of the Code and, in the letter received by Vulcan, the additional opinion that the Vulcan merger will qualify as a reorganization within the meaning of Section 368(a) of the Code; and
 
  •  as to Vulcan’s obligation to complete the Vulcan merger only, absence of action with respect to the mergers taken by any court or government entity or any law, injunction, order or decree enacted, promulgated or issued with respect to the mergers by any court or other governmental entity in effect, other than the application of the waiting period provisions of the HSR Act and the waiting period or similar provisions of applicable antitrust laws, rules or regulations, that would reasonably be expected to result in a judgment that would have any of the following effects: (i) challenging or seeking to make illegal, to delay, or otherwise to restrain or prohibit the mergers, (ii) seeking to restrain or prohibit Vulcan’s or Holdco’s ownership or operation (or that of its respective subsidiaries or affiliates) of all or any material portion of the business or assets of Florida Rock and its subsidiaries, taken as a whole, or of Vulcan and its subsidiaries, taken as a whole, or (iii) seeking to compel Vulcan or Holdco or any of their respective subsidiaries to sell, hold separate, or otherwise dispose of any of its or Florida Rock’s business or assets or materially restricting the conduct of its or Florida Rock’s business if doing so would, individually or in the aggregate, reasonably be expected to result in a material adverse effect on Florida Rock.
 
For purposes of the merger agreement, the term “material adverse effect” means, with respect to either of Florida Rock and Vulcan, a material adverse effect on the financial condition, businesses or results of operations of such party and its subsidiaries taken as a whole. However, any change or event caused by or resulting from the following will not be deemed to have a material adverse effect:
 
  •  changes in prevailing economic or market conditions or the securities, credit or financial markets in the United States or elsewhere, except to the extent those changes have a materially disproportionate effect on Florida Rock or Vulcan (as applicable) and their respective subsidiaries relative to other similarly situated participants in the industries in which Florida Rock and Vulcan operate;
 
  •  changes or events affecting the industries in which Florida Rock and Vulcan operate generally, except to the extent those changes have a materially disproportionate effect on Florida Rock or Vulcan (as applicable) and their respective subsidiaries relative to other similarly situated participants in the industries in which Florida Rock and Vulcan operate;
 
  •  changes in generally accepted accounting principles applicable to either of Florida Rock and Vulcan or their respective subsidiaries;
 
  •  changes in laws, rules or regulations of general applicability or interpretations by any governmental entity;
 
  •  the announcement of the merger agreement;
 
  •  the impact of changes in the housing or commercial building markets in the State of Florida, whether occurring prior to or after the date of the merger agreement;


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  •  any weather-related or other force majeure event, except to the extent those events have a materially disproportionate effect on Florida Rock or Vulcan (as applicable) and their respective subsidiaries relative to other similarly situated participants in the industries in which Florida Rock and Vulcan operate; or
 
  •  any developments, including adverse judgments, in the litigation matter pending in the federal district court for the Southern District of Florida in which the court has ruled that certain permits issued for the Lake Belt region of Florida, including the permit for Florida Rock’s Miami, Florida quarry, were invalidly issued.
 
Notwithstanding the foregoing, solely with respect to the parties’ agreement to use reasonable best efforts to consummate the mergers (see “Additional Agreements” below) and the absence of legal restraint as a condition to Vulcan’s obligation to complete the mergers (see “Conditions to Florida Rock’s and Vulcan’s Obligations” above), “material adverse effect” with respect to Florida Rock means a disposition or commitment to dispose of Vulcan or Florida Rock assets or businesses that, individually or in the aggregate, generated EBITDA (as defined in the merger agreement), equal to or greater than $18.5 million in 2006. If Vulcan swaps an asset or business of Florida Rock or Vulcan for an asset or business of a third-party, or agrees to effect such a swap, then in determining whether there has been a material adverse effect on Florida Rock’s aggregates business, to the extent that the EBITDA of the Vulcan or Florida Rock property so disposed of exceeds the EBITDA of the third party property received in return, the difference between the EBITDA of such properties shall be added to the total of disposed EBITDA, and to the extent that the EBITDA of the Vulcan or Florida Rock property so disposed of is less than the EBITDA of the third party property received in return, the difference between the EBITDA of such properties shall be subtracted from the total of disposed EBITDA. If Vulcan sells or otherwise disposes of a Vulcan asset or business pursuant to its covenant to use reasonable best efforts to consummate the mergers (other than swaps, which shall be treated as above), then the EBITDA for the corresponding asset or business of Florida Rock that is closest to the Vulcan asset or business so sold or disposed of shall be considered for purposes of determining whether there has been a material adverse effect on Florida Rock’s aggregates business.
 
Reasonable Best Efforts to Obtain Required Shareholder Vote.  Florida Rock has agreed to take all lawful action to call, give notice of, convene and hold a meeting of its shareholders as promptly as practicable following the date the registration statement covering the Holdco shares has been declared effective for the purpose of obtaining the required shareholder vote to approve the merger agreement. In addition, Florida Rock has agreed that it will use its reasonable best efforts to obtain from its shareholders the required shareholder vote in favor of approval of the merger agreement. Nothing in the merger agreement is intended to relieve Florida Rock of its obligation to submit the merger agreement to its shareholders for a vote on its approval.
 
No Solicitation of Alternative Transactions.  The merger agreement contains detailed provisions prohibiting Florida Rock from seeking an alternative transaction to the mergers. Under these “no solicitation” provisions, Florida Rock has agreed that neither it nor any of its subsidiaries may:
 
  •  initiate, solicit, encourage or knowingly facilitate any inquires or the making of an acquisition proposal (as described below);
 
  •  have any discussions with, or provide any confidential information or data to, any person relating to an acquisition proposal, or engage in any negotiations concerning an acquisition proposal, or knowingly facilitate any effort or attempt to make or implement an acquisition proposal; or
 
  •  approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, asset purchase or share exchange agreement, option agreement or other similar agreement related to any acquisition proposal or propose or agree to do any of the foregoing.
 
The merger agreement permits, prior to the required Florida Rock shareholder vote having been obtained, Florida Rock and its agents and representatives to make written inquiry to any person that has made a written acquisition proposal after the date of the merger agreement for the purpose of obtaining a written clarification of the terms and conditions of such proposal, and not in order to engage in any negotiation concerning such proposal, provided that Florida Rock promptly provides Vulcan a copy of such written inquiry and the response thereto.


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For purposes of the merger agreement, the term “acquisition proposal” means any proposal or offer with respect to, or a transaction to effect, other than a proposal or offer made by Vulcan or an affiliate thereof:
 
  •  a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving Florida Rock or any of its significant subsidiaries, other than acquisitions permitted by the terms of the merger agreement;
 
  •  any purchase or sale of 20% or more of the consolidated assets of Florida Rock and its subsidiaries (including stock of its subsidiaries), taken as a whole; or
 
  •  any purchase or sale of, or tender or exchange offer for, the voting securities of Florida Rock that, if completed, would result in any person beneficially owning securities representing 20% or more of its total voting power or of the total voting power of the surviving parent entity in the transaction, or any of its significant subsidiaries.
 
The merger agreement permits Florida Rock or its board of directors to comply with Rule 14d-9 and Rule 14e-2 under the Exchange Act, with regard to any acquisition proposal that Florida Rock may receive.
 
Notwithstanding the restrictions described above, if Florida Rock receives an unsolicited bona fide written acquisition proposal prior to its shareholder meeting to vote on the merger agreement, it may engage in discussions with or provide nonpublic information to the person making that acquisition proposal if and only to the extent that:
 
  •  the Florida Rock shareholders meeting has not occurred;
 
  •  Florida Rock has complied in all material respects with the restrictions on the solicitation of acquisition proposals described above;
 
  •  the board of directors of Florida Rock, after consultation with outside legal counsel, determines in good faith that failure to take such action would be inconsistent with the board’s fiduciary duties under applicable law;
 
  •  the board of directors of Florida Rock, after consultation with outside legal counsel and financial advisors, concludes in good faith that there is a reasonable likelihood that the acquisition proposal constitutes or is reasonably likely to result in a superior proposal (as described below); and
 
  •  prior to providing confidential information, Florida Rock enters into a confidentiality agreement with the person making the inquiry or proposal having terms that are no less favorable to the party providing the information than those in the specified confidentiality agreement between Vulcan and Florida Rock.
 
In addition, if Florida Rock receives an unsolicited bona fide written acquisition proposal prior to its shareholder meeting to vote on the merger agreement, it may withdraw or change its recommendation in favor of approving the merger agreement if and only to the extent that:
 
  •  the Florida Rock shareholders meeting has not occurred;
 
  •  Florida Rock has complied in all material respects with the restrictions on the solicitation of acquisition proposals described above;
 
  •  the board of directors of Florida Rock, after consultation with outside counsel, determines in good faith that the failure to take such action would be inconsistent with the board’s fiduciary duties under applicable law;
 
  •  the board of directors of Florida Rock, after consultation with its outside legal counsel and financial advisors, concludes in good faith that the acquisition proposal constitutes or is reasonably likely to result in a superior proposal (as described below);
 
  •  Florida Rock provides Vulcan at least four business days advance notice of its intention to change its recommendation, specifies the material terms and conditions of the superior proposal, provides the identity of the party making the proposal and furnishes Vulcan with material documents (such four business days advance notice to be given again if there is any significant revision to the superior proposal); and


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  •  prior to withdrawing or making a change in recommendation, Florida Rock negotiates with Vulcan in good faith to make adjustments to the merger agreement such that the acquisition proposal would no longer constitute a superior proposal.
 
For purposes of the merger agreement, “superior proposal” means a bona fide written acquisition proposal made to Florida Rock for a merger or other business combination to acquire 100% of the assets or voting power of Florida Rock that the board of directors of Florida Rock concludes in good faith, after consultation with its financial and legal advisors, taking into account all legal, financial, regulatory, timing and other aspects of the proposal and the person making the proposal (including any break up fees, expense reimbursement and conditions to closing):
 
  •  is more favorable to the shareholders of Florida Rock from a financial point of view than the mergers; and
 
  •  is fully financed or reasonably capable of being fully financed, reasonably likely to receive all required governmental approvals on a timely basis and otherwise reasonably capable of being completed on the terms proposed.
 
Florida Rock has agreed in the merger agreement that it will:
 
  •  notify Vulcan as promptly as practicable of any acquisition proposal or any request for nonpublic information relating to Florida Rock by any third party considering making, or that has made, an acquisition proposal, of the identity of such third party, the material terms and conditions of any inquiries, proposals or offers, update on the status of the terms of any such proposals, offers, discussions or negotiations on a current basis, and furnish copies of any information provided to such third party;
 
  •  immediately terminate any activities, discussions or negotiations existing as of the date of the merger agreement with any parties conducted before that date with respect to any acquisition proposal;
 
  •  not release any third party from, or waive any provisions of, any confidentiality or standstill agreement relating to a possible acquisition proposal; and
 
  •  use reasonable best efforts to inform its and its subsidiaries’ respective directors, officers and key employees of the foregoing restrictions in the merger agreement.
 
Nothing contained in the above-described “no solicitation” provisions of the merger agreement will permit either of Florida Rock and Vulcan to terminate the merger agreement or affect any of their respective other obligations under the merger agreement. Florida Rock shall not submit to the vote of its shareholders any acquisition proposal other than the Florida Rock merger prior to the termination of the merger agreement.
 
Termination.  Florida Rock and Vulcan may terminate the merger agreement at any time prior to the completion of the mergers, whether before or after Florida Rock shareholders have approved the merger agreement, by mutual written consent.
 
In addition, either Florida Rock or Vulcan may terminate the merger agreement by written notice to the other party:
 
  •  if any governmental entity of competent jurisdiction:
 
  •  that must grant a regulatory approval under applicable laws has denied approval of the mergers and the denial has become final and non-appealable; or
 
  •  issues an order, decree or ruling or takes any other action permanently restraining, enjoining or otherwise prohibiting either of the mergers, and the order, decree, ruling or other action has become final and non-appealable;
 
except that this right to terminate will not be available to a party whose failure to comply with the merger agreement has been the cause of, or resulted in, that action;
 
  •  if both mergers are not completed on or before November 19, 2007, except that this right to terminate will not be available to a party whose failure to comply with any provision of the merger agreement was the cause of, or resulted in, the failure of the mergers to be completed by that date;


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  •  the other party is in breach of its representations, warranties, covenants or agreements set forth in the merger agreement and the breach would prevent satisfaction by the other party of the relevant closing condition and the breach is not cured within 30 days of written notice of the breach or, by its nature, cannot be cured within that time period; or
 
  •  if the Florida Rock shareholders do not approve the merger agreement at the Florida Rock shareholders meeting.
 
In addition, Vulcan may terminate the merger agreement by written notice to Florida Rock if:
 
  •  the board of directors of Florida Rock fails to make or effects a change in its recommendation that the Florida Rock shareholders vote in favor of the approval of the merger agreement or takes any other action inconsistent with that recommendation that is adverse to Vulcan in any material respect;
 
  •  Florida Rock breaches its obligation to hold its shareholders meeting to vote on approval of the merger agreement or to prepare and mail to Florida Rock shareholders the proxy statement/prospectus; or
 
  •  Florida Rock materially breaches the “no solicitation” provisions described above.
 
Termination Fees.  The merger agreement provides that Florida Rock will be required to pay a termination fee to Vulcan of $135 million in each of the following circumstances:
 
  •  if Vulcan terminates the merger agreement due to (1) the failure of Florida Rock’s board of directors to recommend that Florida Rock shareholders vote in favor of approval of the merger agreement, or the withdrawal or change in Florida Rock’s board of directors’ recommendation that Florida Rock shareholders vote in favor of approval of the merger agreement, in each case that is adverse in any material respect to Vulcan or (2) the material breach by Florida Rock of its obligation under the merger agreement to call a meeting of, and use its reasonable best efforts to obtain approval by, Florida Rock shareholders of the merger agreement, including failure to prepare and mail the proxy statement/prospectus to shareholders, then Florida Rock must pay the termination fee on the second business day following termination;
 
  •  if (1) Vulcan terminates the merger agreement because of the material breach of Florida Rock of the “no solicitation” restrictions described above, or either of Florida Rock and Vulcan terminates the merger agreement because the approval of the merger agreement by the Florida Rock shareholders was not obtained at the Florida Rock shareholders meeting, (2) a competing acquisition proposal for 50% or more of the assets or voting power of Florida Rock was publicly announced at or before the date of Florida Rock shareholders meeting and (3) within 12 months after this termination of the merger agreement, Florida Rock or any of its subsidiaries enters into a definitive agreement for, or completes, an acquisition proposal for 50% or more of the assets or voting power of Florida Rock, then Florida Rock must pay the termination fee on the second business day following such execution or consummation; and
 
  •  if (1) either of Florida Rock and Vulcan terminates the merger agreement because both mergers have not been completed by November 19, 2007, or Vulcan terminates the merger agreement because of a breach by Florida Rock that causes a condition to the Florida Rock merger to not be satisfied, (2) a competing acquisition proposal for 50% or more of the assets or voting power of Florida Rock was publicly announced before the merger agreement was terminated and (3) within 12 months after this termination of the merger agreement, Florida Rock or any of its subsidiaries enters into a definitive agreement for, or completes, an acquisition proposal for 50% or more of the assets or voting power of Florida Rock, then Florida Rock must pay the termination fee on the second business day following such execution or consummation.
 
Certain Termination Expenses.  If Florida Rock fails to pay all amounts due to Vulcan on the specified dates, then it must also pay Vulcan’s expenses from actions taken to collect the unpaid amounts, including interest on the unpaid amounts and the additional expenses, calculated at the prevailing market rate.
 
Conduct of Business Pending the Mergers.  Under the merger agreement, Florida Rock has agreed that, during the period before completion of the mergers, except as expressly contemplated or permitted by the merger agreement, or to the extent that Vulcan consents in writing (which consent shall not be arbitrarily withheld or arbitrarily delayed), Florida Rock and its subsidiaries will carry on their respective businesses in the usual, regular and ordinary course consistent with past practice, and will use all reasonable efforts to preserve intact their present


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business organizations, maintain their rights and authorizations and preserve their relationships with customers, suppliers and others so that their goodwill and ongoing businesses are not impaired in any material respect. Florida Rock has agreed not to, and not to permit its subsidiaries to:
 
  •  enter into any new material line of business;
 
  •  change its or its subsidiaries’ operating policies in any respect that is material to Florida Rock, except as required by law or policies of a governmental entity;
 
  •  incur or commit to any capital expenditures or any obligations or liabilities in connection with capital expenditures, other than in the ordinary course of business consistent with past practice within specified limits;
 
  •  enter into or amend any agreement between Florida Rock or any of its subsidiaries, on one hand, and, on the other hand, any (A) present or former officer or director of Florida Rock or any of its subsidiaries or any or such officer’s or director’s immediate family members, (B) record or beneficial owner of more than 5% of the Florida Rock common stock or (C) any affiliate of such officer, director or owner since September 30, 2005; or
 
  •  enter into, terminate or change any material leases, contracts or agreements except in the ordinary course of business consistent with past practice.
 
In addition to the above-described agreements regarding the conduct of business generally, Florida Rock has agreed with respect to itself and its subsidiaries to various additional specific restrictions relating to the conduct of its business during the period before completion of the mergers, including with respect to the following (subject to certain exceptions specified in the merger agreement):
 
  •  the repurchase, redemption or other acquisition any shares of its capital stock;
 
  •  the amendment of the restated articles of incorporation or restated bylaws of Florida Rock;
 
  •  the acquisition or disposition of assets;
 
  •  the incurrence or the guarantee of indebtedness;
 
  •  the taking of actions that would result, or would reasonably be expected to result, in the inability to obtain the required regulatory approvals;
 
  •  the adoption of changes in accounting methods, any material tax election or annual tax period, the filing of any material amended tax return, the entering into of any closing agreement with respect to a material amount of taxes, the settlement of any material tax claim or the surrender of any right to claim a refund of a material amount of taxes;
 
  •  changes in employee benefit plans and compensation of its directors, executive officers and employees;
 
  •  the settling or compromise of any material litigation for amounts in excess of a specified limit;
 
  •  the purchase of any policies of directors’ and officers’ liability insurance, except to the extent permitted by the merger agreement; and
 
  •  the restriction of any party from conducting, after the closing, any line of business in any geographic area.
 
In addition to the above agreements of Florida Rock, each of Florida Rock and Vulcan has agreed with respect to itself and its subsidiaries to various additional specific restrictions relating to the conduct of its businesses, including the following (in each case subject to exceptions specified in the merger agreement):
 
  •  the declaration or payment of dividends and changes in capital stock, except that each of Florida Rock and Vulcan may pay its regular quarterly cash dividend on dates consistent with past practice in an amount per share no greater than the most recent quarterly dividend declared by the applicable company prior to execution of the merger agreement, which was $0.46 per share for Vulcan and $0.15 per share for Florida Rock;


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  •  the combination, splitting or reclassifying of capital stock;
 
  •  the issuance or sale of capital stock, voting debt or other equity interests;
 
  •  the acquisition of assets or other entities;
 
  •  the taking of actions that would reasonably be expected to prevent (1) the exchange of Florida Rock common stock and Vulcan common stock for Holdco common stock pursuant to the mergers, taken together, from qualifying as a transaction described in Section 351 of the Code or (2) the Vulcan merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code; and
 
  •  the liquidation or recapitalization of either of Florida Rock or Vulcan or its significant subsidiaries.
 
Governance.  As a result of the mergers, shareholders of Vulcan and shareholders of Florida Rock who receive stock will become shareholders of Holdco. The certificate of incorporation and by-laws of Holdco will be amended so that following the mergers they contain provisions substantially identical to the restated certificate of incorporation and restated by-laws of Vulcan. More information about the restated certificate of incorporation and restated by-laws of Holdco that will be in effect immediately after the mergers are completed can be found in the section “Comparison of Shareholder Rights” beginning on page 79.
 
Immediately following the mergers, the board of directors of Holdco will consist of the Vulcan directors as of the time of the mergers. On the day following the completion of the mergers, the board of directors of Holdco will be expanded to include John D. Baker II, Florida Rock’s current President and Chief Executive Officer and a director of Florida Rock. In the merger agreement, Florida Rock and Vulcan agreed that the officers of Vulcan at the time of the Vulcan merger will be the officers of Holdco at the time of the Vulcan merger.
 
Additional Agreements.  Florida Rock and Vulcan have agreed to cooperate with each other and to use reasonable best efforts to:
 
  •  take all actions necessary under the merger agreement and applicable laws to consummate the mergers as soon as practicable; and
 
  •  as promptly as practicable, (1) make the appropriate filings pursuant to the HSR Act and other applicable laws and (2) supply any information or materials required by these laws or applicable regulatory authorities;
 
except that no party is required to take any action that is not conditional on the consummation of the mergers and Vulcan is not required to take any action that would reasonably be expected to result in a material adverse effect on Florida Rock.
 
The merger agreement also contains covenants relating to cooperation in the preparation of this proxy statement/prospectus and additional agreements relating to, among other things, consultation regarding transition matters, access to information, notice of specified matters and public announcements.
 
Benefits Matters.  Following the mergers, Florida Rock’s employees who are hired by Vulcan will be offered participation and coverage under employee benefit plans (other than defined benefit retirement plans) that are substantially similar, on an aggregate basis, to the plans generally in effect for similarly situated employees of Vulcan. Employees will receive credit for past service with Florida Rock.
 
Amendment, Extension and Waiver.  We may amend the merger agreement by action taken or authorized by Florida Rock’s and Vulcan’s respective boards of directors, at any time before or after approval of the merger agreement by the shareholders of Florida Rock. After approval of the merger agreement by the shareholders of Florida Rock, no amendment may be made that by law requires further approval by those shareholders, unless we obtain that further approval. All amendments to the merger agreement must be in writing signed by all of the parties thereto.
 
At any time before the completion of the mergers, Florida Rock and Vulcan may, by written action taken or authorized by their respective boards of directors, to the extent legally allowed:
 
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  •  waive any inaccuracies in the representations and warranties contained in the merger agreement or in any document delivered pursuant to the merger agreement; and
 
  •  waive compliance with any of the agreements or conditions contained in the merger agreement.
 
Fees and Expenses.  Whether or not the mergers are completed, all costs and expenses incurred in connection with the merger agreement and the mergers will be paid by the party incurring the expense, except as otherwise provided in the merger agreement (see “Certain Termination Expenses” above) and except that:
 
  •  if the mergers are completed, the surviving corporations will pay any property or transfer taxes imposed on either party in connection with the mergers; and
 
  •  all expenses and fees incurred in connection with the filing, printing and mailing of this proxy statement/prospectus and the registration statement of which it is a part will be shared equally by Vulcan and Florida Rock.
 
Representations and Warranties.  The merger agreement contains representations and warranties by each of the parties to the merger agreement. These representations and warranties have been made solely for the benefit of the other parties to the merger agreement and:
 
  •  may be intended not as statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;
 
  •  have been qualified by disclosures that were made to Vulcan or Florida Rock in connection with the negotiation of the merger agreement, which disclosures are not reflected in the merger agreement;
 
  •  may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and
 
  •  were made only as of the date of the merger agreement or such other date or dates as may be specified in the merger agreement and are subject to more recent developments.
 
Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time.
 
The representations and warranties made by both Florida Rock and Vulcan relate to, among other things:
 
  •  corporate organization and similar corporate matters;
 
  •  capital structure;
 
  •  authorization of the merger agreement and absence of conflicts;
 
  •  documents filed with the SEC, financial statements included in those documents and regulatory reports filed with governmental entities;
 
  •  absence of material undisclosed liabilities;
 
  •  information supplied in connection with this proxy statement/prospectus and the registration statement of which it is a part;
 
  •  compliance with applicable laws and reporting requirements;
 
  •  legal proceedings;
 
  •  taxes;
 
  •  subsidiaries;
 
  •  absence of certain changes or events;
 
  •  board approval and applicable state takeover laws;
 
  •  environmental matters; and


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  •  brokers and finders.
 
Additional representations and warranties made only by Florida Rock relate to, among other things:
 
  •  material agreements;
 
  •  employee benefits matters;
 
  •  the shareholder vote required to approve the merger agreement;
 
  •  ownership of properties;
 
  •  intellectual property;
 
  •  labor and employment matters;
 
  •  insurance;
 
  •  customers;
 
  •  related-party transactions;
 
  •  plant and equipment; and
 
  •  opinion of Florida Rock’s financial advisor.
 
Amendment of the Merger Agreement
 
The merger agreement was amended on April 9, 2007, for the purpose of providing that certificates representing shares of Vulcan common stock immediately prior to the Vulcan merger will from and after the Vulcan merger represent the same number of shares of Holdco common stock. Consequently, no new certificates representing shares of Holdco common stock will be issued in exchange for existing certificates representing shares of Vulcan common stock.
 
The Support Agreement
 
This section of the proxy statement/prospectus describes the material terms of the support agreement. The following summary is qualified in its entirety by reference to the complete text of the support agreement, which is incorporated by reference and attached as Annex B to this proxy statement/prospectus. We urge you to read the full text of the support agreement.
 
On February 19, 2007, in connection with the execution of the merger agreement, Baker Holdings, L.P., Edward L. Baker Living Trust, Edward L. Baker, John D. Baker II Living Trust and Anne D. Baker Living Trust, which we refer to in this proxy statement/prospectus, collectively, as the Baker Shareholders, entered into a support agreement with Vulcan. The Baker Shareholders (except for the Anne D. Baker Living Trust ) are controlled, directly or indirectly, by Edward L. Baker, Florida Rock’s Chairman, and John D. Baker II, Florida Rock’s President and CEO.
 
Pursuant to the support agreement, the Baker Shareholders agreed (1) to vote shares of Florida Rock common stock representing approximately 9.9% of the outstanding shares of Florida Rock, which we refer to in this proxy statement/prospectus as the specified shares, in favor of approval of the merger agreement at the Florida Rock shareholders meeting and against any other transaction and (2) to irrevocably elect to receive Holdco common stock in exchange for shares of Florida Rock common stock representing approximately 30% of the Florida Rock common stock beneficially owned by Edward L. Baker, John D. Baker II and Baker Holdings, L.P. in the Florida Rock merger, subject to proration like all Florida Rock shareholders.
 
The Baker Shareholders have also agreed not to transfer or otherwise dispose of the specified shares until the termination of the support agreement. The support agreement terminates upon the earlier to occur of the termination of the merger agreement or the effective date of the mergers.


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The Shareholders Agreement
 
This section of the proxy statement/prospectus describes the material terms of the shareholders agreement. The following summary is qualified in its entirety by reference to the complete text of the shareholders agreement, which is incorporated by reference and attached as Annex C to this proxy statement/prospectus. We urge you to read the full text of the shareholders agreement.
 
On February 19, 2007, in connection with the execution of the merger agreement, Baker Holdings, L.P., Edward L. Baker Living Trust, Edward L. Baker, John D. Baker II Living Trust and Anne D. Baker Living Trust, which we refer to in this proxy statement/prospectus, collectively, as the Baker Shareholders, entered into a shareholders agreement with Vulcan and Holdco. The Baker Shareholders (except for the Anne D. Baker Living Trust) are controlled, directly or indirectly, by Edward L. Baker, Florida Rock’s Chairman, and John D. Baker II, Florida Rock’s President and CEO.
 
Pursuant to the shareholders agreement, each Baker Shareholder agreed not to transfer any shares of Holdco common stock owned by such Baker Shareholder during a restrictive period, other than to certain permitted transferees (consisting of, with respect to each Baker Shareholder, Baker Investment Holdings, Inc., such Baker Shareholder’s spouse or lineal descendents (whether natural or adopted), sibling, parent, heir, executor, administrator, testamentary trustee, legatee or beneficiary, or, in the case of Baker Holdings, L.P., any other Baker Shareholder, Sarah Porter or the spouse or lineal descendent (whether natural or adopted), sibling, parent, heir, executor, administrator, testamentary trustee, legatee or beneficiary of any other Baker Shareholder or Sarah Porter, or any trust, the beneficiaries of which (or any corporation, limited liability company or partnership, the stockholders, members or general or limited partners of which) include only permitted transferees or a foundation or similar entity established by a Baker Shareholder for the purpose of charitable goals, provided that the Baker Shareholder effecting the transfer retains control over the voting and disposition of the Holdco shares and provided that the transferee executes and delivers to Holdco such documentation as is reasonably requested by Holdco to reflect that the transferee is fully bound by the Shareholder Agreement). Generally, the restrictive period for each Baker Shareholder is three years beginning on the effective date of the mergers, however, (i) solely with respect to John D. Baker II, Florida Rock’s President and CEO, this restrictive period will be extended for as long as he serves on the board of directors of Holdco, (ii) solely with respect to Edward L. Baker, Florida Rock’s Chairman, this restrictive period will terminate early upon his death and (iii) with respect to each Baker Shareholder, this restrictive period will terminate upon a “change of control” of Holdco, as defined in the stock option plan of Holdco.
 
Subject to limited exceptions, each Baker Shareholder also agreed, for a period of five years following the expiration of the restrictive period applicable to it (provided that the five year period will terminate earlier at any time the Baker Shareholders and their affiliates own less than one percent of the outstanding shares of Holdco), to transfer any shares of Holdco common stock owned by such Baker Shareholder only if the transfer complies with applicable securities laws and (i) is to a permitted transferee, or (ii) such transfer complies with the “right of first refusal” procedures described below.
 
The shareholders agreement provides Holdco a right of first refusal which, during the period described in the paragraph above, requires each Baker Shareholder to give advance notice to Holdco of its desire to sell any shares of Holdco common stock. Following receipt of such notice, Holdco will have three business day to notify such Baker Shareholder stating whether Holdco will elect to purchase any shares. In the event Holdco does not elect to purchase all of the offered shares, the shares not purchased by Holdco may be sold by such Baker Shareholder in a broker transaction on the open market, subject to the same volume limitations as would be applicable to sales by an affiliate under Rule 144 of the Securities Act.
 
Each Baker Shareholder also agreed, until the expiration of the restrictive period applicable to it, to (i) vote its shares of Holdco common stock consistent with the recommendations of the Holdco board of directors and (ii) not tender its shares of Holdco common stock in any tender offer opposed by the Holdco board of directors.
 
The shareholders agreement will automatically terminate if the merger agreement is terminated.


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Holdco Restated Certificate of Incorporation and Restated By-laws
 
Upon completion of the mergers, the restated certificate of incorporation of Holdco will be substantially in the form set forth in Annex E to this proxy statement/prospectus, and the restated by-laws of Holdco will be substantially in the form set forth in Annex F to this proxy statement/prospectus. For a summary of the material provisions of Holdco’s restated certificate of incorporation and restated by-laws, see the section entitled “Comparison of Shareholder Rights” beginning on page 79.
 
Financing
 
Vulcan currently anticipates arranging approximately $4.0 billion of new financing in connection with the mergers, consisting of approximately $2.0 billion in a bridge facility and approximately $2.0 billion in short-term and medium-term bank revolving credit facilities. In order to pay the cash portion of the merger consideration to Florida Rock shareholders (including the associated direct transaction costs), Vulcan expects to issue commercial paper and/or borrow under the bank credit facilities for the full amount needed (approximately $3.3 to $3.4 billion). After closing, Vulcan expects to issue approximately $2.0 billion of primarily fixed rate debt at maturities ranging from 3 to 30 years and cancel the $2.0 billion bridge facility. Any additional commercial paper issued or bank borrowing drawn under the bank credit facilities will be used to fund working capital requirements or for general corporate purposes. The foregoing description of Vulcan’s financing plans is preliminary and subject to change.
 
Legal Proceedings Relating to the Mergers
 
Florida Rock and the members of its board of directors were named in a purported shareholder class action complaint filed in Florida state court (the Duval County Circuit Court) on March 6, 2007, captioned Dillinger v. Florida Rock, et al., Case No. 16-20007-CA-001906. The complaint seeks to enjoin the mergers, and alleges, among other things, that the directors have breached their fiduciary duties owed to Florida Rock shareholders by attempting to sell Florida Rock to Vulcan for an inadequate price.


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COMPARATIVE PER SHARE MARKET PRICE AND DIVIDEND INFORMATION
 
Shares of Vulcan common stock and Florida Rock common stock are each listed and principally traded on the NYSE. Vulcan common stock is listed for trading under the symbol “VMC” and Florida Rock common stock is listed for trading under the symbol “FRK.” The following table sets forth, for the periods indicated, the high and low sales prices per share of Vulcan common stock and Florida Rock common stock, in each case as reported on the consolidated tape of the NYSE, and the cash dividends per share of common stock, as reported, respectively, in Vulcan’s and Florida Rock’s Annual Report on Form 10-K with respect to the years 2004, 2005 and 2006, and thereafter as reported in published financial sources. Vulcan and Florida Rock have different fiscal year and quarter ends. Accordingly, the comparative per share market price and dividend information below reflects the Vulcan fiscal years ended December 31, 2004, 2005 and 2006, and the Florida Rock fiscal years ended September 30, 2004, 2005 and 2006.
 
                                                 
    Vulcan Common Stock     Florida Rock Common Stock  
    Market Price           Market Price        
    High     Low     Dividends     High     Low     Dividends  
 
2004
                                               
First quarter
  $ 50.53     $ 45.65     $ 0.26     $ 26.67     $ 21.91     $ 0.11  
Second quarter
    48.78       41.94       0.26       30.33       24.10       0.11  
Third quarter
    51.18       44.30       0.26       28.81       23.93       0.11  
Fourth quarter
    55.53       46.85       0.26       33.53       26.50       0.80  
2005
                                               
First quarter
  $ 59.67     $ 52.36     $ 0.29     $ 39.90     $ 30.53     $ 0.13  
Second quarter
    65.99       52.36       0.29       43.80       36.17       0.13  
Third quarter
    74.55       64.04       0.29       49.21       36.00       0.15  
Fourth quarter
    76.31       60.72       0.29       64.62       48.16       0.15  
2006
                                               
First quarter
  $ 89.16     $ 66.98     $ 0.37     $ 67.98     $ 45.30     $ 0.15  
Second quarter
    93.85       70.44       0.37       60.50       48.65       0.15  
Third quarter
    80.18       65.85       0.37       66.10       43.61       0.15  
Fourth quarter
    92.00       76.81       0.37       50.31       35.71       0.15  
2007
                                               
First quarter
  $ 125.79     $ 87.27     $ 0.46     $ 46.40     $ 37.00     $ 0.15  
Second quarter
    n/a       n/a       n/a       69.00       42.83        
 
On February 16, 2007, the last full trading day before the announcement of the proposed transaction, the closing sales price per share of Vulcan common stock on the NYSE was $111.81, and the closing sales price per share of Florida Rock common stock on the NYSE was $46.96. On April 11, 2007, the most recent practicable date prior to the printing of this document, the reported closing sales price per share of Vulcan common stock was $116.14 and the reported closing sales price per share of Florida Rock common stock was $67.52.
 
The market prices of Vulcan and Florida Rock common stock will fluctuate between the date of this proxy statement/prospectus and the time of the special meeting and the completion of the mergers. No assurance can be given concerning the market prices of Vulcan common stock or Florida Rock common stock before the completion of the mergers or after the completion of the mergers. The exchange ratio is fixed in the merger agreement. One result of this is that the market value of Holdco common stock that Florida Rock shareholders will receive in the Florida Rock merger may vary significantly from the prices stated above. You should obtain current market quotations for Vulcan common stock and Florida Rock common stock prior to deciding whether to vote for approval of the merger agreement.


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HOLDCO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
 
The following unaudited pro forma condensed combined financial statements are based on the historical financial statements of Vulcan and Florida Rock after giving effect to the mergers. The unaudited pro forma condensed combined balance sheet as of December 31, 2006 combines Vulcan’s and Florida Rock’s historical condensed consolidated balance sheets as of December 31, 2006 and gives effect to the mergers as if the mergers were consummated on that date. Vulcan’s fiscal year ends on December 31; Florida Rock’s fiscal year ends on September 30. Therefore, the unaudited pro forma condensed combined statement of earnings for the year ended December 31, 2006 combines Vulcan’s historical condensed consolidated statement of earnings for the year ended December 31, 2006 with Florida Rock’s historical condensed consolidated statement of earnings for the twelve month period ended September 30, 2006, and gives effect to the mergers as if the mergers were consummated as of January 1, 2006.
 
In the mergers, Vulcan shareholders will receive one share of Holdco common stock for each share of Vulcan common stock that they own. Florida Rock shareholders will have the right to elect to receive either 0.63 of a share of Holdco common stock or $67.00 in cash, without interest, for each share of Florida Rock common stock that they own. The elections are subject to proration so that, in the aggregate, 70% of all outstanding shares of Florida Rock common stock will be exchanged for cash and 30% of all outstanding shares of Florida Rock common stock will be exchanged for shares of Holdco common stock.
 
Under the terms of the merger agreement, all outstanding Florida Rock stock options, which will have fully vested prior to the effective time of the mergers, shall cease to represent an option to acquire shares of Florida Rock common stock and shall instead represent the right to receive a cash amount equal to the excess, if any, of $67.00 per option to acquire one share of Florida Rock common stock over the exercise price payable in respect of such stock option (the “option consideration”). For purposes of the pro forma financial statements, we have assumed that all outstanding options to acquire Florida Rock common stock as of December 31, 2006 were fully vested and remained unexercised as of the effective time of the mergers, and therefore were converted into the right to receive the option consideration described above. Such consideration has been included in the calculation of the total preliminary purchase price.
 
The number of shares of Florida Rock common stock outstanding could change due to the exercise of stock options under Florida Rock’s share-based compensation plans, and such changes could materially affect the preliminary total purchase price reflected in the pro forma financial statements. Additionally, changes in the number of Florida Rock outstanding shares will affect the pro forma weighted average number of shares outstanding for purposes of computing pro forma basic and diluted earnings per share amounts. The maximum change to the preliminary total purchase price and to pro forma basic and diluted earnings per share amounts that could occur due to changes in the number of Florida Rock outstanding shares resulting from stock option exercises is described in Note 2 to the unaudited pro forma condensed combined financial statements.
 
For purposes of these unaudited pro forma condensed combined financial statements, we have assumed that Vulcan’s common stock price is $113.97, which represents the average of the closing share prices, adjusted for dividends, for Vulcan’s common stock during the four trading days from February 15, 2007 through February 21, 2007, centered on the day the transaction was announced, and that 65.4 million shares of Florida Rock common stock are outstanding as of the indicated dates at which the mergers are assumed to be effective.
 
We have assumed that 12.4 million shares of Holdco common stock will be issued and $3.3 billion in cash, including deferred financing costs, will be required to fund consideration paid for all outstanding shares of Florida Rock common stock, to settle Florida Rock stock options and to pay Vulcan’s direct transaction costs. These assumptions are based upon the assumed price of Vulcan common stock of $113.97, the assumed number of Florida Rock outstanding shares, the proration provisions set forth above and the exchange ratio of 0.63 of a share of Holdco common stock for one share of Florida Rock common stock.
 
The mergers will be treated as a purchase business combination pursuant to Statement of Financial Accounting Standards (SFAS) No. 141, “Business Combinations” (FAS 141). Vulcan will be treated as the acquiring corporation for accounting and financial reporting purposes; accordingly, the historical financial statements of Vulcan will become the historical financial statements of Holdco. Under FAS 141, the purchase price paid by


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Vulcan, together with the direct costs of the mergers incurred by Vulcan, will be allocated to Florida Rock’s tangible and intangible assets and liabilities based on their estimated fair values, with any excess recorded as goodwill. The assets, liabilities and results of operations of Florida Rock will be consolidated into the assets, liabilities and results of operations of Vulcan as of the closing date of the mergers. For purposes of these unaudited pro forma condensed combined financial statements, the allocation of the purchase price to Florida Rock’s tangible and intangible assets and liabilities are based upon management’s preliminary internal valuation estimates. Definitive allocations will be performed and finalized based upon valuations and other studies that will be performed following the closing date of the mergers. Accordingly, the pro forma purchase allocation adjustments are preliminary and have been made solely for the purpose of providing unaudited pro forma condensed combined financial information and are subject to revision based on a final determination of fair value following the closing of the mergers. Final determinations of fair value may differ materially from those presented herein.
 
We anticipate that the mergers will provide the combined company with cost-saving synergies and other financial benefits. We expect such synergies to be partially offset by merger-related integration costs. The accompanying pro forma condensed combined statement of earnings, while helpful in illustrating the operating results of the combined company under one set of assumptions, does not reflect any cost-saving or other synergies which may be attainable subsequent to the consummation of the mergers or any potential costs to be incurred in integrating the two companies and, accordingly, does not attempt to predict or suggest future results.
 
The unaudited pro forma condensed combined financial statements included herein are presented for informational purposes only. This information includes certain assumptions and estimates and may not necessarily be indicative of the financial position or results of operations that would have occurred if the mergers had been consummated as of the date or at the beginning of the period presented or which may be attained in the future. The unaudited pro forma condensed combined financial statements should be read in conjunction with the historical financial statements and accompanying notes contained in the annual reports and other information that Vulcan and Florida Rock have each filed with the Securities and Exchange Commission and included as Annex G or incorporated by reference in this proxy statement/prospectus.


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HOLDCO CORPORATION
 
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
As of December 31, 2006
 
                                 
                Pro Forma
       
    Vulcan
    Florida Rock
    Adjustments
    Pro Forma
 
    Historical     Historical     (Note 3)     Combined  
    (Amounts in thousands)  
 
Cash and cash equivalents
  $ 55,230     $ 69,164     $     $ 124,394  
Accounts and notes receivable, net
    391,460       134,332       68,000 (a)     593,792  
Inventories
    243,537       52,934       12,054 (b)     308,525  
Deferred income taxes
    25,764       3,416             29,180  
Prepaid expenses
    15,388       4,955             20,343  
                                 
Total current assets
    731,379       264,801       80,054       1,076,234  
Investments and long-term receivables
    6,664                   6,664  
Property, plant and equipment, net
    1,869,114       760,982       830,081 (c)     3,460,177  
Goodwill
    620,189       176,752       2,914,660 (d)     3,711,601  
Other assets
    196,879       68,480       378,555 (e)     659,108  
                      15,194 (f)        
                                 
Total assets
  $ 3,424,225     $ 1,271,015     $ 4,218,544     $ 8,913,784  
                                 
Current maturities of long-term debt
  $ 630     $ 3,280     $     $ 3,910  
Short-term borrowings
    198,900             1,285,429 (g)     1,484,329  
Trade payables and other accruals
    294,157       144,763             438,920  
                                 
Total current liabilities
    493,687       148,043       1,285,429       1,927,159  
Long-term debt
    322,064       16,364       2,000,000 (g)     2,338,428  
Deferred income taxes
    287,905       93,102       470,159 (h)     851,166  
Other noncurrent liabilities
    319,458       60,760       7,806  (i)     388,024  
                                 
Total liabilities
    1,423,114       318,269       3,763,394       5,504,777  
                                 
Preferred stock
                       
Common stock
    139,705       6,581       (39,327 ) (j)     106,959  
Capital in excess of par value
    191,695       47,385       1,286,279  (j)     1,525,359  
Retained earnings
    2,972,738       919,238       (2,110,334 ) (j)     1,781,642  
Accumulated other comprehensive loss
    (4,953 )     (3,198 )     3,198  (j)     (4,953 )
Treasury stock
    (1,298,074 )     (17,260 )     1,315,334  (j)      
                                 
Total shareholders’ equity
    2,001,111       952,746       455,150       3,409,007  
                                 
Total liabilities and shareholders’ equity
  $ 3,424,225     $ 1,271,015     $ 4,218,544     $ 8,913,784  
                                 
 
See Notes to Unaudited Pro Forma Condensed Combined Financial Statements


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HOLDCO CORPORATION
 
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF EARNINGS
For the Year Ended December 31, 2006
 
                                 
    Historical              
    Vulcan
    Florida Rock
             
    for the
    for the Twelve
             
    Year Ended
    Months Ended
    Pro Forma
       
    December 31,
    September 30,
    Adjustments
    Pro Forma
 
    2006     2006     (Note 3)     Combined  
    (Amounts in thousands, except per share data)  
 
Net sales
  $ 3,041,093     $ 1,328,271     $ (15,166 ) (k)   $ 4,354,198  
Delivery revenues
    301,382       39,518             340,900  
                                 
Total revenues
    3,342,475       1,367,789       (15,166 )     4,695,098  
                                 
Cost of goods sold
    2,109,099       882,341       57,058   (l)     3,033,332  
                      (15,166 ) (k)        
Delivery costs
    301,382       39,745             341,127  
                                 
Cost of revenues
    2,410,481       922,086       41,892       3,374,459  
                                 
Gross profit
    931,994       445,703       (57,058 )     1,320,639  
Selling, administrative and general expenses
    264,396       129,797             394,193  
Gain on sale of property, plant and equipment, net
    5,557       3,569       (3,569 ) (m)     5,557  
Other operating income, net
    21,904                   21,904  
                                 
Operating earnings
    695,059       319,475       (60,627 )     953,907  
Other income, net
    28,541       7,707             36,248  
Interest income
    6,171       3,161             9,332  
Interest expense
    26,310       259       182,147   (n)     208,716  
                                 
Earnings from continuing operations before income taxes
    703,461       330,084       (242,774 )     790,771  
Provision for income taxes
    225,963       118,675       (94,440 ) (o)     250,198  
                                 
Earnings from continuing operations
  $ 477,498     $ 211,409     $ (148,334 )   $ 540,573  
                                 
Earnings per share from continuing operations:
                               
Basic
  $ 4.89     $ 3.22             $ 4.92  
Diluted
  $ 4.79     $ 3.16             $ 4.82  
Weighted-average common shares outstanding — basic
    97,577       65,621       (53,268 )     109,930  
Weighted-average common shares outstanding — diluted
    99,777       66,829       (54,476 )     112,130  
 
See Notes to Unaudited Pro Forma Condensed Combined Financial Statements


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HOLDCO CORPORATION
 
Notes to Unaudited Pro Forma Condensed Combined Financial Statements
 
1.   Basis of Pro Forma Presentation
 
The unaudited pro forma condensed combined financial statements have been derived from the historical financial statements and accompanying notes contained in the annual reports and other information that Vulcan and Florida Rock have each filed with the Securities and Exchange Commission and included as Annex G or incorporated by reference in this proxy statement/prospectus.
 
The unaudited pro forma condensed combined balance sheet as of December 31, 2006 combines Vulcan’s and Florida Rock’s historical condensed consolidated balance sheets as of December 31, 2006 and gives effect to the mergers as if the mergers were consummated on that date.
 
The unaudited pro forma condensed combined statement of earnings for the year ended December 31, 2006 combines Vulcan’s historical condensed consolidated statement of earnings for the year ended December 31, 2006 with Florida Rock’s historical condensed consolidated statement of earnings for the twelve month period ended September 30, 2006, and gives effect to the mergers as if the mergers were consummated as of January 1, 2006.
 
The unaudited pro forma condensed combined financial statements, which are referred to as pro forma financial statements, give effect to the mergers under the purchase method of accounting prescribed by Statement of Financial Accounting Standards (SFAS) No. 141, “Business Combinations” (FAS 141), with Vulcan treated as the acquirer for accounting and financial reporting purposes. Under the provisions of FAS 141, the pro forma financial statements will reflect Vulcan acquiring 100% of the outstanding shares of Florida Rock common stock. The purchase price paid by Vulcan, together with the direct costs of the mergers incurred by Vulcan, will be allocated to the tangible and intangible assets and liabilities of Florida Rock based on their estimated fair values. The excess of the purchase price over the net tangible and identifiable intangible assets will be recorded as goodwill.
 
The pro forma financial statements are based upon certain assumptions and estimates, including assumptions and estimates related to the determination of the preliminary total purchase price and the preliminary allocation of the estimated total purchase price. Changes in the number of shares of Florida Rock common stock outstanding due to the exercise of stock options under Florida Rock’s share-based compensation plans, as well as refinements to Vulcan’s estimated direct transaction costs, could materially affect the final total purchase price. Additionally, changes in the number of Florida Rock outstanding shares will affect the pro forma weighted average number of shares outstanding for purposes of computing pro forma basic and diluted earnings per share amounts. The maximum change to the preliminary total purchase price and to pro forma basic and diluted earnings per share amounts that could occur due to changes in the number of Florida Rock outstanding shares resulting from stock option exercises is described in Note 2 below. The allocation of the purchase price to Florida Rock’s tangible and intangible assets and liabilities are based upon management’s preliminary internal valuation estimates. Definitive allocations will be performed and finalized based upon valuations and other studies that will be completed following the closing date of the mergers. Accordingly, the pro forma adjustments are preliminary and are subject to revision based on a final determination of fair value following the closing of the mergers. Final determinations of fair value may differ materially from those presented herein.
 
The pro forma adjustments are preliminary and have been made solely for purposes of developing the pro forma financial statements for illustrative purposes. The pro forma financial statements are not intended to represent or be indicative of the results of operations or financial position of the combined companies that would have resulted had the mergers been completed as of the dates and for the periods presented. The pro forma financial statements do not reflect any revenue or cost-saving synergies which may be attainable subsequent to the consummation of the mergers or any potential costs to be incurred in integrating the two companies. The impact of the mergers on the combined results of operations and financial position of Vulcan and Florida Rock in periods following the mergers may differ significantly from that reflected in these pro forma financial statements.


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HOLDCO CORPORATION
 
Notes to Unaudited Pro Forma Condensed Combined Financial Statements — (Continued)

2.   Preliminary Purchase Price
 
The preliminary purchase price is based on an assumed Vulcan common stock price of $113.97, which represents the average of the closing share prices, adjusted for dividends, for Vulcan’s common stock during the four trading days from February 15, 2007 through February 21, 2007, centered on the day the transaction was announced. Under the terms of the merger agreement, Florida Rock shareholders will have the right to receive either 0.63 of a share of Holdco common stock or $67.00 in cash for each share of Florida Rock common stock that they own, subject to proration to ensure that in the aggregate 70% of Florida Rock outstanding shares will be exchanged for cash and 30% of Florida Rock outstanding shares will be exchanged for stock. The pro forma preliminary purchase price presented below is based on the number of shares of Florida Rock common stock outstanding as of December 31, 2006, the date of the balance sheet under which the mergers are being presented. The total preliminary purchase price is estimated at $4.7 billion based on the assumed price of Vulcan common stock of $113.97, the proration provisions set forth above and the exchange ratio of 0.63 of a share of Holdco common stock for one share of Florida Rock common stock.
 
Preliminary Purchase Price
 
         
    (Amounts in millions,
 
    except per share data)  
 
Aggregate purchase price of Florida Rock common stock(1)
  $ 4,473.3  
Cash settlement of Florida Rock stock options(2)
    174.8  
Vulcan’s direct transaction costs(3)
    30.0  
         
Total preliminary purchase price
  $ 4,678.1  
         
(1) Outstanding shares of Florida Rock common stock
    65.4  
         
70% of outstanding shares of Florida Rock common stock
    45.8  
Exchanged for $67.00 in cash per share
  $ 67.00  
         
Cash consideration paid
  $ 3,065.4  
         
30% of outstanding shares of Florida Rock common stock
    19.6  
Exchange ratio
    0.63  
         
Holdco shares to be issued
    12.4  
Average closing price per share of Vulcan common stock, adjusted for dividends, for the four trading days centered around February 19, 2007
  $ 113.97  
         
Issuance of Holdco common stock
  $ 1,407.9  
         
Aggregate price paid for Florida Rock common stock
  $ 4,473.3  
         
(2) Cash settlement per share issuable under stock options
  $ 67.00  
Weighted-average exercise price per share issuable under stock options as of December 31, 2006
    22.24  
         
    $ 44.76  
Number of stock options converted to right to receive option consideration as of December 31, 2006
    3.9  
         
Liability assumed for cash settlement of Florida Rock stock options
  $ 174.8  
         
(3) Represents Vulcan’s estimated direct transaction costs related to the mergers, which are comprised of the following:
       
Investment banker fees
  $ 18.2  
Legal and accounting fees
    8.6  
Other
    3.2  
         
Total of Vulcan’s estimated direct transaction costs
  $ 30.0  
         


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HOLDCO CORPORATION
 
Notes to Unaudited Pro Forma Condensed Combined Financial Statements — (Continued)

Changes in the number of shares of Florida Rock common stock outstanding due to the exercise of stock options under Florida Rock’s share-based compensation plans, as well as refinements to estimated direct transaction costs incurred by Vulcan, will affect the determination of the final total purchase price. If we assumed that all outstanding options to acquire Florida Rock common stock as of December 31, 2006 were exercised prior to the effective time of the mergers, the total preliminary purchase price, including cash and stock consideration, would increase by approximately $92.5 million, the total Holdco shares issued in exchange for Florida Rock outstanding shares would increase by 0.7 million, and the pro forma basic and diluted earnings per share amounts presented would each decrease by approximately $0.03 per share.
 
3.   Pro Forma Adjustments
 
The total preliminary purchase price has been allocated to Florida Rock’s tangible and intangible assets acquired and liabilities assumed based on preliminary internal estimates of fair value. The excess of the purchase price over the net tangible and identifiable intangible assets will be recorded as goodwill. Due to certain legal restrictions, many of the details concerning individual assets and liabilities cannot be disclosed between Vulcan and Florida Rock prior to the completion of the mergers. The final determination of fair value and allocation of the purchase price will be determined after the mergers are consummated and additional analyses and valuation studies are performed to determine the fair values of Florida Rock’s tangible and intangible assets acquired and liabilities assumed as of the date the mergers are completed. Changes in the fair value of the net assets of Florida Rock as of the date the mergers are completed will change the amount of the purchase price allocable to goodwill. The actual amounts recorded when the mergers are completed may differ materially from the pro forma adjustments presented herein.
 
The following table presents a summary of the preliminary purchase price allocation reflected in the unaudited pro forma condensed combined balance sheet:
 
         
    (Amounts in millions)  
 
Florida Rock’s historical net book value
  $ 952.7  
Elimination of Florida Rock’s historical goodwill
    (176.8 )
Adjustment to accounts receivable
    68.0  
Adjustment to inventory
    12.1  
Adjustment to property, plant and equipment
    830.1  
Adjustment to identifiable intangible assets
    378.6  
Adjustment to deferred income taxes
    (470.2 )
Adjustment to noncurrent accrued liabilities
    (7.8 )
Goodwill
    3,091.4  
         
Total preliminary purchase price
  $ 4,678.1  
         
 
The following notes refer to the pro forma adjustments included in the unaudited pro forma condensed combined balance sheet and unaudited pro forma condensed combined statement of earnings on pages 71 and 72, respectively.
 
(a) To record the tax benefit related to the cash settlement of Florida Rock’s outstanding stock options immediately prior to the effective time of the mergers. The tax benefit is reflected as a current income tax receivable due to a zero balance in current income tax liabilities.
 
(b) To record Florida Rock’s inventory at estimated fair value.
 
(c) To record the difference between the preliminary estimated fair value, based on management’s internal valuation estimates, and the historical net book value of Florida Rock’s property, plant and equipment.


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HOLDCO CORPORATION
 
Notes to Unaudited Pro Forma Condensed Combined Financial Statements — (Continued)

Management’s internal valuation estimates are based principally upon estimates of current replacement cost and discounted cash flows related to the underlying assets.
 
(d) To eliminate Florida Rock’s historical goodwill and record the excess of the preliminary purchase price over the estimated fair value of the net tangible and identifiable intangible assets acquired and liabilities assumed.
 
(e) To record the difference between the preliminary estimated fair value, based on management’s internal valuation estimates, and the historical net book value of Florida Rock’s intangible assets. The increase of $378.6 million in intangible assets relates primarily to contractual rights in place, which are assumed to have a weighted-average useful life of approximately 27 years. Management’s internal valuation estimates are based principally upon estimates of discounted cash flows related to the underlying assets.
 
(f) To record deferred financing costs incurred in connection with the issuance of short-term and long-term debt totaling approximately $3.3 billion.
 
(g) To record estimated borrowings, including deferred financing costs, necessary to acquire 70% of the outstanding shares of Florida Rock common stock, cash settle Florida Rock stock options outstanding immediately prior to the effective time of the mergers and finance Vulcan’s direct transaction costs. Vulcan currently anticipates arranging approximately $4.0 billion of new financing in connection with the mergers, consisting of approximately $2.0 billion in a bridge facility and approximately $2.0 billion in short-term and medium-term revolving credit facilities. In order to pay the cash portion of the merger consideration to the Florida Rock shareholders and the associated costs of the financing, Vulcan expects to issue commercial paper and/or borrow under the bank credit facilities for the full amount needed (assumed to be approximately $3.3 billion for purposes of these pro forma financial statements). After closing, Vulcan expects to issue approximately $2.0 billion of fixed rate debt at maturities ranging from 5 to 30 years and cancel the $2.0 billion bridge facility. The foregoing description of Vulcan’s financing plans is preliminary and subject to change. Based on the timing of the acquisition and the cash balances of the combined companies, the amount and type of financing used may differ.
 
(h) To record the tax effects of fair value adjustments related to property, plant and equipment and identifiable intangible assets.
 
(i) To adjust accrued pension and postretirement cost to reflect the unfunded balance of the pension and postretirement plans. The final adjustment to accrued pension and postretirement cost will be based on a remeasurement of pension and postretirement assets and obligations as of the effective date of the mergers.
 
(j) To adjust shareholders’ equity amounts as follows:
 
                                         
                      Accumulated
       
          Capital in
          Other
       
    Common
    Excess of
    Retained
    Comprehensive
    Treasury
 
    Stock     Par Value     Earnings     Loss     Stock  
    (Amounts in thousands)  
 
Eliminate Florida Rock historical amounts
  $ (6,581 )   $ (47,385 )   $ (919,238 )   $ 3,198     $ 17,260  
Record issuance of Holdco common stock (12,353,000 shares) in exchange for 30% of outstanding Florida Rock common stock
    12,353       1,395,543                          
Cancel Vulcan historical treasury stock
    (45,099 )     (61,879 )     (1,191,096 )             1,298,074  
                                         
Total pro forma adjustments to shareholders’ equity
  $ (39,327 )   $ 1,286,279     $ (2,110,334 )   $ 3,198     $ 1,315,334  
                                         
 
(k) To eliminate sales and cost of goods sold between Vulcan and Florida Rock.


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HOLDCO CORPORATION
 
Notes to Unaudited Pro Forma Condensed Combined Financial Statements — (Continued)

 
(l) To record additional depreciation, depletion and amortization expense of $40.1 million related to the adjustment to record property, plant and equipment at estimated fair value and $19.6 million related to the adjustment to record identifiable intangible assets at fair value. Depreciation, depletion and amortization adjustments were calculated using estimated useful lives ranging from 3 to 13 years for property, plant and equipment and a weighted-average useful life for intangible assets of approximately 27 years. As discussed in notes (c) and (e) above, the amounts of these adjustments are based on management’s preliminary estimates of fair values of the related assets, and are subject to revision based on a final determination of fair value following the closing of the mergers. Final determinations of fair value may differ materially from those presented herein. The adjustment also includes eliminating the effects of increases to the LIFO reserve, which results in a decrease to cost of goods sold of $2.6 million.
 
(m) To eliminate gains on sales of real estate as a result of the adjustment on such property to fair value as of the date of acquisition.
 
(n) To record interest expense, including amortization of deferred financing costs, associated with the borrowings used to finance the acquisition of 70% of the outstanding shares of Florida Rock common stock, the cash settlement of Florida Rock stock options outstanding immediately prior to the effective time of the mergers and Vulcan’s direct transaction costs. The adjustments to interest expense are presented as if the borrowings occurred on January 1, 2006. We intend to finance the acquisition through a combination of variable rate short-term borrowings and fixed rate long-term debt. The long-term interest rates assumed are based upon current U.S. Treasury rates for periods consistent with the terms of the borrowings, adjusted for Vulcan’s estimated credit spreads. The short-term interest rates assumed are based upon current LIBOR rates ranging from one to six months. A 1/8% increase (decrease) in the assumed interest rate on the variable rate short-term borrowings would increase (decrease) annual interest expense by approximately $1.6 million.
 
(o) To record the income tax impact on pro forma adjustments at the estimated statutory income tax rate of the combined company.
 
4.   Unaudited Pro Forma Combined Earnings Per Share
 
The pro forma basic and diluted earnings per share are based on the historical weighted average number of shares of Vulcan common stock outstanding adjusted for additional common stock issued to Florida Rock shareholders as part of the purchase consideration. Shares of common stock issued to Florida Rock shareholders are assumed to have been issued as of January 1, 2006 and outstanding for the entire period. The following table presents the computation of pro forma basic and diluted weighted-average shares outstanding for the year ended December 31, 2006.
 
         
    Weighted-Average
 
    Shares  
    (Amounts in thousands)  
 
Vulcan historical weighted-average common shares outstanding — basic
    97,577  
Estimated shares of Holdco common stock issued to Florida Rock shareholders
    12,353  
         
Pro forma weighted-average common shares outstanding — basic
    109,930  
         
Vulcan historical weighted-average common shares outstanding — diluted
    99,777  
Estimated shares of Holdco common stock issued to Florida Rock shareholders
    12,353  
         
Pro forma weighted-average common shares outstanding — diluted
    112,130  
         


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DESCRIPTION OF HOLDCO CAPITAL STOCK
 
The following summary is a description of the material terms of Holdco’s capital stock and is not complete. You should also refer to the form of Holdco’s restated certificate of incorporation, which is included as Annex E to this proxy statement/prospectus, and the form of Holdco’s restated by-laws, which is included as Annex F to this proxy statement/prospectus, and the applicable provisions of the NJBCA.
 
Common Stock
 
As of the effective time of the mergers, Holdco will be authorized to issue up to 480,000,000 shares of common stock. Following the mergers, Holdco expects there to be approximately 108,379,456 shares of common stock of Holdco outstanding.
 
Holders of Holdco common stock are entitled to receive dividends when, as and if declared by Holdco’s board of directors out of funds legally available for payment, subject to the rights of holders of the Holdco preferred stock.
 
Each holder of Holdco common stock is entitled to one vote per share. Subject to the rights, if any, of the holders of any series of preferred stock if and when issued and subject to applicable law, all voting rights are vested in the holders of shares of Holdco common stock. Holders of shares of Holdco common stock have noncumulative voting rights, which means that the holders of more than 50% of the shares voting for the election of directors can elect 100% of the directors and the holders of the remaining shares will not be able to elect any directors.
 
In the event of a voluntary or involuntary liquidation, dissolution or winding up of Holdco, the holders of Holdco common stock will be entitled to share equally in any of the assets available for distribution after Holdco has paid in full all of its debts and after the holders of all series of Holdco’s outstanding preferred stock have received their liquidation preferences in full.
 
The issued and outstanding shares of Holdco common stock are fully paid and nonassessable. Holders of shares of Holdco common stock are not entitled to preemptive rights. Shares of Holdco common stock are not convertible into shares of any other class of capital stock. [          ] is the transfer agent, registrar and dividend disbursement agent for the Holdco common stock.
 
Holdco may from time to time after the consummation of the mergers engage another transfer agent, registrar or dividend disbursement agent for its stock as business circumstances warrant.
 
Preferred Stock
 
Under Holdco’s restated certificate of incorporation, the Holdco board of directors is authorized, without further shareholder action, to issue up to 5,000,000 shares of preferred stock, in one or more series, and to determine the voting powers and the designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions, of each series. As of the date of this proxy statement/prospectus, Holdco has not issued any preferred stock.
 
Subject to the determination of the Holdco board of directors in any certificate of designations for a series of preferred stock, Holdco preferred stock would generally have preference over Holdco common stock with respect to the payment of dividends and the distribution of assets in the event of a liquidation or dissolution of Holdco.


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COMPARISON OF SHAREHOLDER RIGHTS
 
The rights of shareholders of a corporation are governed by the laws of the state in which the corporation is incorporated, as well as the certificate (or articles) of incorporation and by-laws of the corporation. Therefore, differences in the rights of holders of Florida Rock common stock and Holdco common stock arise from the states of their respective organization and their respective certificate or articles of incorporation and by-laws. Florida Rock is organized under the laws of the state of Florida, and Holdco is organized under the laws of the state of New Jersey. After the Florida Rock merger is completed, the rights of Florida Rock shareholders who become Holdco shareholders will be governed by Holdco’s restated certificate of incorporation and restated by-laws and the NJBCA.
 
This section of the proxy statement/prospectus summarizes certain material differences between the rights of Florida Rock shareholders and Holdco shareholders immediately following completion of the mergers. In addition, this section summarizes certain material differences between New Jersey and Florida corporate law.
 
This section does not include a complete description of all differences among the rights of these shareholders, nor does it include a complete description of the specific rights of these shareholders or of New Jersey or Florida corporate law. Furthermore, the identification of some of the differences in the rights of these shareholders as material is not intended to indicate that other differences that may be equally important do not exist.
 
All Florida Rock shareholders are urged to read carefully the relevant provisions of the NJBCA and the FBCA, as well as the restated articles of incorporation and restated bylaws of Florida Rock and the restated certificate of incorporation and restated by-laws of Holdco, which will be in effect upon completion of the mergers will be substantially in the form attached as Annex E and Annex F to this proxy statement/prospectus. Copies of the restated articles of incorporation and restated bylaws of Florida Rock are available to Florida Rock shareholders upon request. See “Where You Can Find More Information” on page 95.
 
Authorized Capital Stock
 
Holdco.  Holdco will have the authority to issue 485,000,000 shares of capital stock consisting of 480,000,000 shares of common stock, par value $1.00 per share, and 5,000,000 shares of preferred stock, no par value, issuable in series. Prior to the issuance of a series of preferred stock, Holdco’s board of directors will be permitted to fix the designations, preferences, qualifications, limitations, restrictions and special or relative rights, if any, relating to the shares of the series. Holdco’s board of directors has not yet designated any series of preferred stock, but may do so in connection with Holdco’s shareholder rights plan, as described below.
 
Florida Rock.  Florida Rock has the authority to issue 160,000,000 shares of capital stock consisting of 150,000,000 shares of common stock, par value $0.10 per share, and 10,000,000 shares of preferred stock, no par value. Prior to the issuance of a series of preferred stock, Florida Rock’s board of directors may fix the designations, preferences, qualifications, limitations, restrictions and special or relative rights, if any, relating to the shares of the series. Florida Rock’s restated articles of incorporation authorize and create a series of preferred stock consisting of 500,000 shares, par value $.01 per share, designated as the Series A Junior Participating Preferred Stock, which we refer to in this proxy statement/prospectus as the “Series A Preferred Stock.”
 
Shareholder Rights Plan
 
Under the NJBCA, a corporation may create and issue rights entitling the holders of the rights to purchase from the corporation shares of any class or series, subject to any provisions in its certificate of incorporation. The rights will be evidenced in such manner as the board approves, and which will contain the price and terms of the shares.
 
Florida Rock has entered into a shareholder rights plan, and Holdco will enter into a shareholder rights agreement prior to closing that contains provisions substantially similar to the rights agreement of Vulcan currently in effect. Following are summaries of these rights agreements.
 
Holdco.  Holdco will have a shareholder rights plan under which each shareholder will have one right for each share of Holdco common stock held. Each right entitles the registered holder to purchase from Holdco one one-hundredth of a share of Holdco’s Series A Junior Participating Preference Stock, no par value, at a purchase


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price of $400. The rights are subject to adjustment to prevent dilution of the interests represented by each right. The description and terms of the rights will be set forth in the rights agreement to be dated on or prior to the closing date.
 
The Holdco rights will be attached to all Holdco common stock and will be represented by the certificates representing Holdco common stock, and no separate certificates representing Holdco rights will be distributed except as follows. The Holdco rights will separate from the Holdco common stock, and be represented by separate rights certificates, upon the earlier of:
 
  •  10 days following the date of any public announcement that a person or group of affiliated or associated persons (an “acquiring person”) has acquired, or obtained the right to acquire, beneficial ownership of 15% or more of the outstanding Holdco common stock, or
 
  •  10 business days following the commencement of, or announcement of an intention to make, a tender offer or exchange offer that would result in a person beneficially owning 15% or more of the outstanding Holdco common stock.
 
Until the Holdco rights separate from the Holdco common stock to which they will be attached, or an earlier date on which these rights are redeemed, exchanged or expire:
 
  •  the rights will be evidenced by the common share certificates and will be transferred only with them,
 
  •  all common share certificates will contain a notation incorporating the terms of the rights agreement by reference, and
 
  •  the surrender for transfer of any certificates for common stock outstanding will also constitute the transfer of the rights associated with the common stock represented by the certificates.
 
As soon as practicable after the date when the rights separate from the common stock, right certificates will be mailed to holders of record of common stock as of the close of business on that date and, after that time, the separate right certificates alone will represent the rights. Only common stock issued prior to the date when the rights separate from the common stock will be issued with rights. The Holdco rights are not exercisable until their separation from the Holdco common stock and will expire on December 31, 2008, unless the Holdco board exchanges or redeems them earlier, as described below.
 
If a third party acquires 15% or more of the outstanding Holdco common stock, as described above, thus triggering a separation of the Holdco rights from the Holdco common stock, each holder of a Holdco right will thereafter have the right to receive, upon exercise and payment of the exercise price, Holdco common stock having a value equal to two times the exercise price.
 
If, at any time after a third party acquires, or obtains the right to acquire beneficial ownership of, 15% or more of the outstanding Holdco common stock, as described above,
 
  •  Holdco is acquired in a merger or other business combination,
 
  •  an acquiring firm merges into Holdco, or
 
  •