Item 1.01 Entry into a Material Definitive Agreement
On June 11, 2009, Vulcan Materials Company (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities Inc. and Wachovia Capital Markets, LLC, as representatives of the several underwriters named therein (collectively, the "Underwriters") for the issuance and sale of 11,500,000 shares of our common stock, par value $1.00 per share (the "Common Stock"), at a price to the public of $41.00 per share. Pursuant to the Underwriting Agreement, we granted the Underwriters a 30-day option to purchase an additional 1,725,000 shares of Common Stock, and the Underwriters exercised this option in full on June 12, 2009. The offering of our Common Stock closed on June 17, 2009.
The Company intends to use the net proceeds of approximately $520,536,000 from the offering of the Common Stock for debt reduction and other general corporate purposes.
The Common Stock was offered and sold under a Registration Statement on Form S-3, Registration No. 333-147796, filed by the Company with the Securities and Exchange Commission on December 3, 2007, as supplemented by the final prospectus supplement filed by the Company with the Securities and Exchange Commission on June 12, 2009.
The Underwriting Agreement contains usual and customary terms, conditions, representations and warranties and indemnification provisions. The Underwriting Agreement is filed as Exhibit 1.1 to this Form 8-K and is incorporated herein by reference. The description of the material terms of the Underwriting Agreement is qualified in their entirety by reference to such exhibit.
Please refer to the section entitled "Underwriting" in our final prospectus supplement for a description of certain relationships between the Company and certain of the Underwriters and their respective affiliates. Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:

Exhibit No. Description 1.1 Underwriting Agreement, dated June 11, 2009, among the Company and Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities Inc. and Wachovia Capital Markets, LLC, as representatives of the several underwriters named therein. 5.1 Opinion of Lowenstein Sandler PC 23.1 Consent of Lowenstein Sandler PC (included in Exhibit 5.1)

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