1. Name and Address of Reporting Person
RANSDELL, THOMAS R.
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)
PRESIDENT
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 28240 D
Common Stock 01/25/2002 I -9252.928 D $46.1600 21242 I Indirect - By
401(k)
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 22200 D
Options Stock
(Right to
buy)
Stock $21.3133 02/14/2007 Common 22650 D
Options Stock
(Right to
buy)
Stock $32.9467 02/12/2008 Common 19800 D
Options Stock
(Right to
buy)
Stock $42.3438 02/10/2010 Common 23000 D
Options Stock
(Right to
buy)
Stock $44.9 02/09/2011 Common 15000 D
Options Stock
(Right to
buy)
Stock $45.1667 02/11/2009 Common 17775 D
Options Stock
(Right to
buy)
Stock $45.95 02/07/2012 Common 15000 D
Options Stock
(Right to
buy)
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).
SIGNATURE OF REPORTING PERSON
/s/ Amy M. Tucker
DATE
02/12/2003