Current Report Filing (8-k)
March 14 2017 - 4:32PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 14, 2017
VULCAN MATERIALS COMPANY
(Exact name of registrant as specified in its charter)
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New Jersey
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001-33841
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20-8579133
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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1200 Urban Center Drive
Birmingham, Alabama 35242
(Address of principal executive offices) (zip code)
(205) 298-3000
Registrants telephone number, including area code:
Not Applicable
(Former
name or former address if changed since last report)
Check the appropriate box below
if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Item 9.01. Financial Statements and Exhibits.
Exhibits are filed herewith in connection with the issuance of $350,000,000 aggregate principal amount of 3.90% Notes due 2027 by Vulcan
Materials Company (the Company) on March 14, 2017, pursuant to the Companys automatic shelf registration statement on Form
S-3
(File
No. 333-202769)
(the Registration Statement).
(d) Exhibits
The following exhibits are incorporated by reference into the Registration Statement as exhibits thereto and are filed as part of this Current
Report:
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Exhibit
No.
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Description
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1.1
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Underwriting Agreement, dated March 9, 2017, between Vulcan Materials Company and U.S. Bancorp Investments, Inc. and Wells Fargo Securities, LLC, as representatives of the several Underwriters.
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4.1
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Sixth Supplemental Indenture, dated as of March 14, 2017, between Vulcan Materials Company and Regions Bank, as Trustee.
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5.1
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Opinion of Lowenstein Sandler LLP.
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5.2
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Opinion of Womble Carlyle Sandridge & Rice, LLP.
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12.1
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Computation of Ratio of Earnings to Fixed Charges.
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23.1
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Consent of Lowenstein Sandler LLP (included as part of Exhibit 5.1).
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23.2
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Consent of Womble Carlyle Sandridge & Rice, LLP (included as part of Exhibit 5.2).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant had duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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VULCAN MATERIALS COMPANY
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Date: March 14, 2017
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By:
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/s/ Jerry F. Perkins Jr.
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Name: Jerry F. Perkins Jr.
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Title: General Counsel and Secretary
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