As filed with the Securities and Exchange Commission on October 15, 2007

Registration No. 333-142060

 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

Post-Effective Amendment No. 1

To
 
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 Post-Effective Amendment 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, $1 par value	 	 	13,087,491	 	 	Not Applicable	 	 	$1,441,008,865	 	 	$45,000	

 
			
(1)		The number of shares of common stock, $1 par value, 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)		Previously paid.	

 

 

EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to Virginia Holdco, Inc.’s Registration Statement on Form S-4 (Registration No. 333-142060 originally filed with the Securities and Exchange Commission on April 12, 2007, as amended by Amendment No. 1, filed June 13, 2007, as amended by Amendment No. 2, filed July 6, 2007, as amended by Amendment No. 3, filed July 13, 2007), is being filed solely to correct a typographical error with respect to the par value of the shares being registered on the cover of the Registration Statement and to make a corresponding correction to Exhibit No. 5 filed herewith. The correct par value is $1.

 

EXHIBIT INDEX
 	 	 	
Exhibit	 	 	
Number	 	Description	
2.1*	 	Agreement and Plan of Merger, dated as of February 19, 2007, as amended on April 9, 2007, by and among Vulcan Materials Company, Florida Rock Industries, Inc., Virginia Holdco, Inc., Virginia Merger Sub, Inc. and Fresno Merger Sub, Inc. (included as Annex A to the Proxy Statement/Prospectus contained in this Registration Statement).	
2.2*	 	Support Agreement, dated as of February 19, 2007, by and among Vulcan Materials Company, Baker Holdings, L.P., Edward L. Baker Living Trust, Edward L. Baker, John D. Baker II Living Trust and Anne D. Baker Living Trust (included as Annex B to the Proxy Statement/Prospectus contained in this Registration Statement).	
5	 	Opinion of William F. Denson III, Esq. regarding the validity of the securities being registered.	
8.1*	 	Opinion of Weil, Gotshal & Manges LLP regarding certain federal income tax consequences discussed in this Registration Statement.	
8.2**	 	Opinion of Wachtell, Lipton, Rosen & Katz regarding certain federal income tax consequences relating to the transaction.	
8.3**	 	Opinion of Weil, Gotshal & Manges LLP regarding certain federal income tax consequences relating to the transaction.	
10.1*	 	Shareholders Agreement, dated as of February 19, 2007, by and among Vulcan Materials Company, Baker Holdings, L.P., Edward L. Baker Living Trust, Edward L. Baker, John D. Baker II Living Trust and Anne D. Baker Living Trust (included as Annex C to the Proxy Statement/Prospectus contained in this Registration Statement).	
23.1*	 	Consent of Deloitte & Touche LLP.	
23.2*	 	Consent of Deloitte & Touche LLP.	
23.3*	 	Consent of KPMG LLP.	
23.4	 	Consent of William F. Denson III, Esq. (included in the opinion filed as 5 to this Registration Statement).	
23.5*	 	Consent of Weil, Gotshal & Manges LLP (included in the opinion filed as Exhibit 8.1 to this Registration Statement).	
23.6**	 	Consent of Wachtell, Lipton, Rosen & Katz (included in the opinion filed as Exhibit 8.2 to this Registration Statement).	
23.7**	 	Consent of Weil, Gotshal & Manges LLP (included in the opinion filed as Exhibit 8.3 to this Registration Statement).	
23.8*	 	Consent of John D. Baker II.	
23.9*	 	Consent of Philip J. Carroll, Jr.	
23.10*	 	Consent of Phillip W. Farmer.	
23.11*	 	Consent of H. Allen Franklin.	
23.12*	 	Consent of Donald M. James.	
23.13*	 	Consent of Douglas J. McGregor.	
23.14*	 	Consent of James V. Napier .	
23.15*	 	Consent of Donald B. Rice.	
23.16*	 	Consent of Orin R. Smith.	
23.17*	 	Consent of Vincent J. Trosino.	
99.1*	 	Form of Florida Rock Proxy Card.	
99.2*	 	Form of Election Form.	
99.3*	 	Consent of Lazard Frères & Co. LLC.	
99.4*	 	Form of Election Form for Plan Participants.	
*Previously filed
**To be filed by post-effective amendment

 

SIGNATURES
     Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Birmingham, State of Alabama, on the 15th day of October, 2007.
 	 	 	 	 	
 	VIRGINIA HOLDCO, INC.
 	 	
 	By:  	/s/ William F. Denson, III  	 	
 	 	William F. Denson, III 	 	
 	 	Vice President and Secretary	 	
 	
     Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.
 	 	 	 	 	
Signature	 	Title	 	Date	
 	 	 	 	 	
/s/ Ejaz A. Khan
 
Ejaz A. Khan	 	Director and Chairman
(Principal Executive Officer)	 	October 15, 2007	
 	 	 	 	 	
/s/ Daniel F. Sansone
 
Daniel F. Sansone	 	Director, President and Treasurer
(Principal Financial and Accounting Officer)	 	October 15, 2007	
 	 	 	 	 	
/s/ William F. Denson, III
 
William F. Denson, III	 	Director, Vice President and Secretary	 	October 15, 2007	

  

Exhibit 5
VIRGINIA HOLDCO, INC.
1200 Urban Center Drive
Birmingham, AL 35242
October 15, 2007
Virginia Holdco, Inc.
c/o Vulcan Materials Company
1200 Urban Center Drive
Birmingham, Alabama 35242
Ladies and Gentlemen:
     I am Vice President and Secretary of Virginia Holdco, Inc., a New Jersey corporation (the “Company” ), and have acted as counsel in connection with the merger of a subsidiary of the Company with and into Florida Rock Industries, Inc., a Florida corporation ( “Florida Rock” ) and the merger of another subsidiary of the Company with and into Vulcan Materials Company, a New Jersey corporation ( “Vulcan” ) (collectively, the “Mergers” ) pursuant to the terms of the Agreement and Plan of Merger dated as of February 19, 2007, as amended, among Vulcan, Florida Rock, Virginia Merger Sub Inc., a New Jersey corporation, Fresno Merger Sub Inc., a Florida corporation, and the Company, (the “Merger Agreement” ), and the preparation and filing of the Company’s Registration Statement on Form S-4 (the “Registration Statement” ) filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act” ), relating to the registration by the Company of shares (the “Shares” ) of common stock, $1 par value, of the Company to be issued in the Mergers.
     As counsel for the Company, I am generally familiar with the corporate affairs of the Company and its subsidiaries, as well as the form of the prospectus included in the Registration Statement. In furnishing this opinion, I have examined such corporate and other records as I have deemed necessary or appropriate to provide a basis for the opinion set forth below. In my examination, I have assumed the genuineness of all signatures and the authenticity of all documents submitted to me as original documents, and conformity to original documents of all documents submitted to me as certified or photostatic copies.
     In rendering this opinion, I have assumed that prior to the issuance of any of the Shares (i) the Registration Statement, as then amended, will have become effective under the Securities Act, (ii) the stockholders of Florida Rock will have approved the Merger Agreement in accordance with the Florida Business Corporation Act and Florida Rock’s Restated Articles of

 

Virginia Holdco, Inc.
October 15, 2007
Page 2
Incorporation and (iii) the transactions contemplated by the Merger Agreement will have been consummated in accordance with the terms of the Merger Agreement.
     This opinion is given as of the date hereof and is based upon facts and conditions presently known and laws and regulations presently in effect.
     On the basis of the foregoing, I am of the opinion that the Shares, when issued and delivered in accordance with the terms and conditions of the Merger Agreement, will be duly authorized, validly issued, fully paid and nonassessable.
     I hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In addition, I consent to the reference to me under the caption “Legal Matters” in the Proxy Statement/Prospectus constituting a part of the Registration Statement. In giving such consent I do not thereby admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulation promulgated thereunder.
Very truly yours,
/s/ William F. Denson III
William F. Denson III