SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 2004
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 33-26115
PATRIOT TRANSPORTATION HOLDING, INC.
(Exact name of registrant as specified in its charter)
FLORIDA 59-2924957
State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
1801 Art Museum Drive, Jacksonville, Florida 32207
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 904/396-5733
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock $.10 par value
(Title of class)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90
days. Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of
this Form 10-K. [ ]
Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Act). Yes No X
At December 6, 2004 aggregate market value of the shares of Common Stock
held by non-affiliates of the registrant was $67,333,280.* At such date
there were 2,929,075 shares of the registrant's stock outstanding.
Documents Incorporated by Reference
Portions of the Patriot Transportation Holding, Inc. 2004 Annual Report
to Shareholders are incorporated by reference in Parts I and II.
Portions of the Patriot Transportation Holding, Inc. Proxy Statement
dated December 31, 2004 are incorporated by reference in Part III.
Preliminary Note Regarding Amendment: This Amendment on Form 10-K/A
amends the Registrant's Annual Report on Form 10-K for the period
ended September 30, 2004, as filed by the Registrant on December 22,
2004, and is being filed to correct on the cover page the aggregate
market value of the shares of common stock held by non-affiliates of
the Registrant as of December 6, 2004. The changed amount is noted
with an asterisk (*).
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Patriot Transportation Holding, Inc.
Date: January 5, 2005 By JOHN E. ANDERSON
John E. Anderson
President and Chief Executive
Officer (Principal Executive Officer)
By RAY M. VAN LANDINGHAM
Ray M. Van Landingham
Vice President, Finance &
Administration and Chief Financial
Officer (Principal Financial Officer)
By GREGORY B. LECHWAR
Gregory B. Lechwar
Controller and Chief Accounting
Officer(Principal Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated on December 1, 2004.
JOHN E. ANDERSON LUKE E. FICHTHORN III
John E. Anderson Luke E. Fichthorn III
President, and Chief Director
Executive Officer
(Principal Executive Officer)
CHARLES E. COMMANDER III______
Charles E. Commander III
RAY M. VAN LANDINGHAM Director
Ray M. Van Landingham
Vice President, Finance and
Administration ROBERT H. PAUL III
(Principal Financial Officer) Robert H. Paul III
Director
GREGORY B. LECHWAR ______________
Gregory B. Lechwar H. W. SHAD III________________
Controller and Chief Accounting H. W. Shad III
Officer (Principal Accounting Officer) Director
EDWARD L. BAKER__________________ MARTIN E. STEIN, JR.
Edward L. Baker Martin E. Stein, Jr.
Chairman of the Board Director
JOHN D. BAKER II_________________ JAMES H. WINSTON _________
John D. Baker II James H. Winston
Director Director
THOMPSON S. BAKER II_____________
Thompson S. Baker II
Director
PATRIOT TRANSPORTATION HOLDING, INC.
FORM 10-K FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2004
EXHIBIT INDEX
[Item 14(a)(3)]
(3)(a)(1) Articles of Incorporation of Patriot Transportation Holding,
Inc., incorporated by reference to the corresponding exhibit
filed with Form S-4 dated December 13, 1988. File No. 33-
26115.
(3)(a)(2) Amendment to the Articles of Incorporation of Patriot
Transportation Holding, Inc. filed with the Secretary of
State of Florida on February 19, 1991 incorporated by
reference to the corresponding exhibit filed with Form 10-K
for the fiscal year ended September 30, 1993. File No. 33-
26115.
(3)(a)(3) Amendments to the Articles of Incorporation of Patriot
Transportation Holding, Inc. filed with the Secretary of
State of Florida on February 7, 1995, incorporated by
reference to an appendix to the Company's Proxy Statement
dated December 15, 1994. File No. 33-26115.
(3)(a)(4) Amendment to the Articles of Incorporation of Patriot
Transportation Holding, Inc., filed with the Florida
Secretary of State on May 6, 1999 incorporated by reference
to a form of such amendment filed as Exhibit 4 to the
Company's Form 8-K dated May 5, 1999. File No. 33-26115.
(3)(a)(5) Amendment to the Articles of Incorporation of Patriot
Transportation Holding, Inc. filed with the Secretary of
State of Florida on February 21, 2000, incorporated
by reference to the corresponding exhibit
filed with Form 10-Q for the quarter ended
March 31, 2000. File No. 33-26115.
(3)(b)(1) Restated Bylaws of Patriot Transportation Holding, Inc.
adopted December 1, 1993, incorporated by reference to the
corresponding exhibit filed with Form 10-K for the fiscal
year ended September 30, 1993. File No. 33-26115.
(3)(b)(2) Amendment to the Bylaws of Patriot Transportation
Holding, Inc. adopted August 3, 1994, incorporated by
reference to the corresponding exhibit filed with Form 10-K
for the fiscal year ended September 30, 1994. File No. 33-
26115.
(3)(b)(3) Amendments to the Articles of Incorporation of Patriot
Transportation Holding, Inc. filed with the Secretary of
State of State of Florida on February 7, 1995, incorporated
by reference to an appendix to the Company's Proxy Statement
dated December 15, 1994. File No. 33-26115.
(3)(b)(4) Amendment to the Restated Bylaws of Patriot Transportation
Holding, Inc. adopted May 5, 2004.
(4)(a) Articles III, VII and XII of the Articles of Incorporation
of Patriot Transportation Holding, Inc, incorporated by
reference to an exhibit filed with Form S-4 dated December
13, 1988. And amended Article III, incorporated by
reference to an exhibit filed with Form 10-K for the fiscal
year ended September 30, 1993. And Articles XIII and XIV,
incorporated by reference to an appendix filed with the
Company's Proxy Statement dated December 15, 1994. File
No. 33-26115.
(4)(b) Specimen stock certificate of Patriot Transportation
Holding, Inc, incorporated by reference to an exhibit filed
with Form S-4 dated December 13, 1988. File No. 33-26115.
(4)(c) Amended and Restated Revolving Credit Agreement dated
November 10, 2004 among Patriot Transportation Holding, Inc.
as Borrower, the Lenders from time to time party hereto and
Wachovia Bank, National Association as Administrative Agent,
incorporated by reference to the Company's Form 8-K dated
November 16, 2004. File No. 33-26115.
(4)(d) The Company and its consolidated subsidiaries have other
long-term debt agreements, none of which exceed 10% of the
total consolidated assets of the Company and its
subsidiaries, and the Company agrees to furnish copies of
such agreements and constituent documents to the Commission
upon request.
(4)(e) Rights Agreement, dated as May 5, 1999 between the Company
and First Union National Bank, incorporated by reference to
Exhibit 4 to the Company's Form 8-K dated May 5, 1999.
File No. 33-26115.
(10)(a) Various lease backs and mining royalty agreements with
Florida Rock Industries, Inc., none of which are presently
believed to be material individually, except for the Mining
Lease Agreement dated September 1, 1986, between Florida
Rock Industries Inc. and Florida Rock Properties, Inc.,
successor by merger to Grandin Land, Inc. (see Exhibit
(10)(c)), but all of which may be material in the aggregate,
incorporated by reference to an exhibit filed with Form S-4
dated December 13, 1988. File No. 33-26115.
(10)(b) License Agreement, dated June 30, 1986, from Florida Rock
Industries, Inc. to Florida Rock & Tank Lines, Inc. to use
"Florida Rock" in corporate names, incorporated by
reference to an exhibit filed with Form S-4 dated December
13, 1988. File No. 33-26115.
(10)(c) Mining Lease Agreement, dated September 1, 1986, between
Florida Rock Industries, Inc. and Florida Rock Properties,
Inc., successor by merger to Grandin Land, Inc.,
incorporated by reference to an exhibit previously filed
with Form S-4 dated December 13, 1988. File No. 33-26115.
(10)(d) Summary of Medical Reimbursement Plan of Patriot
Transportation Holding, Inc., incorporated by reference to
an exhibit filed with Form 10-K for the fiscal year ended
September 30, 1993. File No. 33-26115.
(10)(e) Summary of Management Incentive Compensation Plans,
incorporated by reference to an exhibit filed with Form 10-K
for the fiscal year ended September 30, 1994. File No. 33-
26115.
(10)(f) Management Security Agreements between the Company and
certain officers, incorporated by reference to a form of
agreement previously filed (as Exhibit (10)(I)) with Form
S-4 dated December 13, 1988. File No. 33-26115.
(10)(g)(1) Patriot Transportation Holding, Inc. 1995 Stock Option Plan,
incorporated by reference to an appendix to the Company's
Proxy Statement dated December 15, 1994. File No. 33-26115.
(10)(g)(2) Patriot Transportation Holding, Inc. 2000 Stock Option Plan,
incorporated by reference to an appendix to the Company's
Proxy Statement dated December 15, 1999. File No. 33-26115.
(10)(h) Purchase and Sale Agreement dated February 6, 2002 between
Florida Rock Industries, Inc. and Florida Rock Properties,
Inc., incorporated by reference to an exhibit filed with
Form 10-Q for the quarter ended December 31, 2001. File No.
33-26115.
(10)(i) Purchase and Sale Agreement dated August 25, 2003 between
Florida Rock Properties, Inc. and Florida Rock Industries,
Inc., incorporated by reference to an exhibit filed with
Form 10-K for the year ended September 30, 2003. File No.
33-26115.
(10)(j) Agreement of Purchase and Sale dated October 21, 2003
between FRP Bird River, LLC and The Ryland Group, Inc.,
incorporated by reference to an exhibit filed with Form 10-K
for the year ended September 30, 2003. File No. 33-26115.
(10)(k) Purchase and Sale Agreement dated March 30, 2004 between
Florida Rock Properties, Inc. and Mule Pen Quarry
Corporation, incorporated by reference to an exhibit filed
with Form 10-Q for the quarter ended March 31, 2004. File
No. 33-26115.
(11) Computation of Earnings Per Common Share.*
(13) The Company's 2004 Annual Report to shareholders, portions
of which are incorporated by reference in this Form 10-K.
Those portions of the 2004 Annual Report to Shareholders
which are not incorporated by reference shall not be deemed
to be filed as part of this Form 10-K.*
(14) Financial Code of Ethical Conduct between the Company, Chief
Executive Officers and Financial Managers, adopted December
4, 2002, incorporated by reference to an exhibit filed
with Form 10-K for the year ended September 30, 2003.
(22) Subsidiaries of Registrant at September 30, 2003: Florida
Rock & Tank Lines, Inc. (a Florida corporation); Florida
Rock Properties, Inc. (a Florida corporation); FRP
Development Corp. (a Maryland corporation); FRP Maryland,
Inc. (a Maryland corporation); 34 Loveton Center LLC (a
Maryland limited liability company); FRTL, Inc. (a Florida
corporation); SunBelt Transport, Inc. (a Florida
Corporation); Oz LLC(a Maryland limited liability company);
1502 Quarry, LLC(a Maryland limited liability company); FRP
Lakeside LLC #1 (a Maryland limited company); FRP Lakeside
LLC #2 (a Maryland limited liability company); FRP Lakeside
LLC #3 (a Maryland limited liability company); FRP Lakeside
LLC #4 (a Maryland limited liability company); FRP Lakeside
LLC #5 (a Maryland limited liability company); FRP Hillside
LLC (a Maryland limited liability company); FRP Hillside LLC
#2 (a Maryland limited liability company); FRP Hillside LLC
#3 (a Maryland limited liability company); FRP Windsor LLC
(a Maryland limited liability company); FRP Dorsey LLC (a
Maryland limited liability company); FRP Bird River LLC (a
Maryland limited liability company); FRP Interchange LLC (a
Maryland limited liability company).
(23)(a) Consent of PricewaterhouseCoopers LLP, Independent
Registered Certified Public Accounting Firm, appears on page
22 of this Form 10-K.*
(31)(a) Certification of John E. Anderson.
(31)(b) Certification of Ray M. Van Landingham.
(31)(c) Certification of Gregory B. Lechwar.
(32) Certification of Chief Executive Officer, Chief Financial
Officer, and Chief Accounting Officer pursuant to 18 U.S.C.
Section 1350, adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
* Previously filed with Form 10-K filed on December 22, 2004.