1. Name and Address of Reporting Person
WASON IV, ROBERT A.
1200 Urban Center Drive
Birmingham, AL 35242
USA
2. Issuer Name and Ticker or Trading Symbol
Vulcan Materials Company
3. IRS or Social Security Number of Reporting Person (Voluntary)
4. Statement for Month/Year
12/2002
5. If Amendment, Date of Original (Month/Year)
6. Relationship of Reporting Person(s) to Issuer (Check all applicable)
( ) Director ( ) 10% Owner
(X) Officer (give title below) ( ) Other (specify below)
SVP CORP DEV
7. Individual or Joint/Group Filing (Check Applicable Line)
(X) Form filed by One Reporting Person
( ) Form filed by More than One Reporting Person
TABLE I -- Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
+------------------------------+----------+----------+---------+--------------------------+--------------+-----------+------------+
|1. Title of Security |2. Trans- |2A.Execu- |3. Trans-|4. Securities Acquired (A)|5. Amount of |6. Owner- |7. Nature |
| | action | action | action| or Disposed of (D) |Securities | ship | of In- |
| | Date | Date | Code | |Beneficially | Form: | direct |
| | | | | |Owned | Direct | Bene- |
| | (Month/ | (Month/ | | |Following | (D) or | ficial |
| | Day/ | Day/ | +-----------+---+----------+ Year | Indirect| Owner- |
| | Year) | Year) | |Amount |A/D|Price | | (I) | ship |
+------------------------------+----------+----------+---------+-----------+---+----------+--------------+-----------+------------+
Common Stock 22831 D
Common Stock 1200 I Indirect - As
Custodian for
Robert A.
Wason V
Common Stock 900 I Indirect - As
Custodian for
Laura E.
Wason
Common Stock 900 I Indirect - As
Custodian for
Kathryn L.
Wason
Common Stock 01/31/2002 I -3930.676 D $46.4000 8451.964 I Indirect - By
401(k)
Common Stock 3339 I Indirect - By
Spouse
Common Stock (Restricted Stock 6057 D
Units)
TABLE II -- Derivative Securities Acquired, Disposed of, or Beneficially Owned
+----------+--------+-------+-------+---------+-----------+---------------------+----------------+----------+-------+-------+------+
|1. |2. |3. |3A. |4. |5. |6. |7. |8. |9. |10. |11. |
| | | | | | | | | |Number |Owner- | |
| | | | | | | | | |of |ship | |
| | | | | | | | | |Deriv- |Form of| |
| | | | | | | |Title and Amount| |ative |Deriv- | |
| | | | | | | |of Underlying | |Secur- |ative |Nature|
| |Conver- |Trans- |Execu- | |Number of | |Securities | |ities |Secur- |of |
| |sion or |action |tion | |Derivative |Date Exercisable +-------+--------+ |Benefi-|ity: |In- |
| |Exercise|Date |Date | |Securities |and Expiration Date | |Amount | |cially |Direct |direct|
| |Price of| | |Transac- |Acquired(A)|(Month/Day/Year) | |or | |Owned |(D) or |Bene- |
|Title of |Deriv- |(Month/|(Month/|tion Code|Disposed(D)+----------+----------+ |Number |Price of | |In- |ficial|
|Derivative|ative |Day/ |Day/ | +-----+-----+Date Exer-|Expira- | |of |Derivative|at End |direct |Owner-|
|Security |Security|Year) |Year) | |(A) |(D) |cisable |tion Date |Title |Shares |Security |of Year|(I) |ship |
+----------+--------+-------+-------+---------+-----+-----+----------+----------+-------+--------+----------+-------+-------+------+
Stock $18.8533 05/17/2006 Common 24900 D
Options Stock
(Right to
buy)
Stock $21.3133 02/14/2007 Common 24300 D
Options Stock
(Right to
buy)
Stock $32.9467 02/12/2008 Common 21225 D
Options Stock
(Right to
buy)
Stock $42.3438 02/10/2010 Common 25000 D
Options Stock
(Right to
buy)
Stock $44.9 02/09/2011 Common 16000 D
Options Stock
(Right to
buy)
Stock $45.1667 02/11/2009 Common 21750 D
Options Stock
(Right to
buy)
Stock $45.95 02/07/2012 Common 16000 D
Options Stock
(Right to
buy)
Phantom $0 02/05/2 I 1859 Common 1859 $45.8900 D
Stock 002 Stock
(Deferred
Compensatio
n)
Phantom $0 08/30/2 A 638.0 Common 638.03 $0.0000 2499 D
Stock 002 3 Stock
(Deferred
Compensatio
n)
Explanation of Responses:
The Vulcan Materials Company Thrift Plan for Salaried Employees is a defined
contribution plan that accounts for participant interests in the Plan, including
interests in the Employee Stock Ownership Plan (ESOP) account, in terms of
dollars. The number reported has been calculated by converting into shares the
change in the dollar amount (net of changes due to intra-plan transfers)
allocated to the participant's employer stock account during the period
(resulting from participant contributions, Company-matching contributions and
dividend equivalent payments on employer stock account balances) based on a
formula used by the Company in the administration of the Plan. The
corresponding transactions by the Plan in the Company's common stock are exempt
from the application of Section 16(b).
Convertible on a 1-for-1 basis.
The Phantom Stock Units were accrued under the Vulcan Materials Deferred
Compensation Plan from February 1, 2002 through August 30, 2002 at prices
ranging from $37.93 to $48.12 per unit.
SIGNATURE OF REPORTING PERSON
/s/ Amy M. Tucker
DATE
02/12/2003