As filed with the Securities and Exchange Commission
on December 27, 1996
Registration No. _________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
FRP PROPERTIES, 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.)
155 East 21st Street, Jacksonville, Florida 32206
(Address of principal executive offices) (Zip Code)
Registrant's telephone number,
including area code: (904) 355-1781
FRP PROPERTIES, INC. 1995 STOCK OPTION PLAN
(Full title of the plan)
Ruggles B. Carlson
Assistant Treasurer and Assistant Secretary
FRP Properties, Inc.
155 East 21st Street
Jacksonville, Florida 32206
(904) 355-1781
(Name, address and telephone number of agent for service)
_________________
Copies to:
Lewis S. Lee
LeBoeuf, Lamb, Greene & MacRae, L.L.P.
50 N. Laura Street
Suite 2800
Jacksonville, Florida 32202
_________________
CALCULATION OF REGISTRATION FEE
Proposed Proposed Amount of
Title of Amount to Maximum Maximum Registration
Securities be Offering Aggregate Fee
to be Registered Price Per Offering
Registered (1) Share (2) Price (2)
Common
Stock, $25.00 $2,500,000 $757.58
$0.10 par 100,000
value
1 Plus such indeterminate number of additional shares as may
become available for sale pursuant to the anti-dilution
provisions of such Plan. In addition, pursuant to Rule
416(c) under the Securities Act of 1933, this Registration
Statement also covers an indeterminate amount of interests
in the employee benefit plan described herein.
2 Pursuant to Rule 457(h), since the offering price to
employees is not known, pursuant to Rule 457(c) the fee has
been calculated on the basis of the price of the common
stock on December 23, 1996.
The exhibit index is located on page 8 pursuant
to the sequential numbering system.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Information required by Part I to be contained in the
Section 10(a) prospectus is omitted from the Registration
Statement in accordance with Rule 428 under the Securities Act of
1933, as amended (the "Securities Act of 1933") and the Note to
Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
There are hereby incorporated by reference in this
Registration Statement the following documents heretofore filed
with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934, as amended (the
"Securities Exchange Act of 1934") (Commission File Number 0-
17554).
(a) The Registrant's Annual Report on Form 10-K for the
fiscal year ended September 30, 1996, which sets forth
the Registrant's audited consolidated financial
statements and schedules for such fiscal year.
(b) Description of the Registrant's Common Stock as set
forth in Articles III, VII and XII of the Registrant's
Articles of Incorporation, previously filed on Form S-4
dated December 13, 1988 (File No. 33-26115), as amended
by vote of the shareholders on February 7, 1991
pursuant to proxy statement dated December 19, 1990
(text contained in Exhibit thereto) and filed with the
Commission.
All documents subsequently filed by the Registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934, prior to the filing of a post-effective amendment
that indicates that all securities offered have been sold or that
deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement
and to be a part hereof from the date of filing of such
documents.
Any statement contained in a document incorporated by
reference herein shall be deemed to be modified or superseded for
purposes hereof to the extent that a statement contained herein
(or in any other subsequently filed document that also is or is
deemed to be incorporated by reference herein) modifies or
supersedes such statement. Any statement so modified or
superseded shall not be deemed to constitute a part hereof except
as so modified or superseded.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Under the provisions of Section 607.0850, Florida Statutes,
the Registrant is empowered generally to indemnify any officer or
director against liability incurred in connection with any
proceeding if such officer or director acted in good faith and in
a manner such officer or director reasonably believed to be in,
or not opposed to, the best interests of the corporation and,
with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful.
The Registrant's Articles of Incorporation provide for
indemnification of its officers and directors, in their capacity
as such, in accordance with the laws of the State of Florida.
Article X of the Registrant's Articles of Incorporation
provides as follows:
1. The corporation shall indemnify and hold harmless
each person, his heirs, executors and administrators,
who shall serve at any time as a director or officer of
the corporation or, at its request, of any other
corporation, partnership, joint venture, trust, or
other enterprise, from and against any and all claims
and liabilities to which such person shall have become
subject by reason of his being or having heretofore or
hereafter been a director or officer of the
corporation, or of any other such corporation,
partnership, joint venture, trust or other enterprise,
or by reason of any action alleged to have been
heretofore or hereafter taken or omitted by such person
as such director or officer, such indemnification to be
in accordance with the laws of the State of Florida as
now in existence or as hereafter amended.
2. The corporation shall have the power to purchase
and maintain insurance on behalf of any person who is
or was a director or officer of the corporation, or is
or was serving at the request of the corporation as a
director or officer of another corporation,
partnership, joint venture, trust, or other enterprise,
against any liability asserted against him and incurred
by him in any such capacity, or arising out of his
status as such, whether or not the corporation would
have the power to indemnify him against such liability.
3. The corporation, its directors, officers,
employees and agent shall be fully protected in taking
any action or making any payment under this Article X
or refusing to do so, in reliance upon the advice of
counsel.
4. In addition to the foregoing provisions, this
corporation shall indemnify each person or party
described in paragraph A of this Article X to the
fullest extent permitted by Section 607.014, Florida
Statutes.
5. If any part of this Article X shall be found in
any proceeding to be invalid or ineffective, the
remaining provisions shall not be affected.
Insofar as indemnification by the Registrant for liabilities
arising under the Securities Act of 1933, may be permitted by the
foregoing, or otherwise, the Registrant understands that in the
opinion of the Commission such indemnification is against public
policy as expressed in such Act and is, therefore, unenforceable.
The Registrant maintains officers' and directors' indemnity
insurance covering claims made against an officer or director for
reason of actual or asserted wrongful act (meaning any breach of
duty, neglect, error, misstatement, misleading statement,
omission or other act done or wrongfully attempted).
Item 7. Exemption from Registration Claimed.
Options for a total of 15,000 shares out of the 100,000
registered hereunder have heretofore been granted by the
Registrant to one person. This person is an executive officer
and a director of the Registrant. Exemption from registration is
claimed under Section 4(2) of the Securities Act of 1933. None
of such shares are being re-offered or re-sold hereunder at this
time.
Item 8. Exhibits.
Exhibits required to be filed with the Registration
Statement are listed in the following Exhibit Index. Certain of
such exhibits that have heretofore been filed with the Commission
and that are designated by reference to their exhibit number in
prior filings are hereby incorporated herein by reference and
made a part hereof.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
Registration Statement;
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the
Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the
information set forth in the Registration Statement;
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the Registration Statement or any material
change in such information in the Registration
Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the Registration Statement is on Form S-3, Form
S-8 or Form F-3, and the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each post-effective
amendment shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration
Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) The undersigned Registrant hereby undertakes to deliver
or cause to be delivered with the prospectus, to each person to
whom the prospectus is sent or given, a copy of the latest annual
report to shareholders that is incorporated in the prospectus and
finished pursuant to and meeting the requirements of Rule 14a-3
or Rule 14c-3 under the Securities Exchange Act of 1934; and,
where interim financial information required to be presented by
Article 3 of Regulation S-X is not set forth in the prospectus,
to deliver or cause to be delivered to each person to whom the
prospectus is sent or given, the latest quarterly report that is
specifically incorporated by reference in the prospectus to
provide such interim financial information.
(d) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant to
any provision or arrangement for such indemnification, or
otherwise, the Registrant has been advised that in the opinion of
the Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Jacksonville, State of Florida, on the 4th day of
December, 1996.
FRP PROPERTIES, INC.
(Registrant)
By: /s/ John E. Anderson
John E. Anderson,
President and Chief Executive
Officer
(Principal Executive Officer)
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities indicated on the 4th day of December,
1996.
Signature Title
/s/ John E. Anderson Director, President and Chief
John E. Anderson Executive Officer
(Principal Executive Officer)
/s/ Edward L. Baker Director
Edward L. Baker
/s/ John D. Baker, II Director
John D. Baker, II
/s/ Thompson S. Baker Director
Thompson S. Baker
/s/ Thompson S. Baker, II Director
Thompson S. Baker, II
/s/ Ruggles B. Carlson Assistant Treasurer and
Ruggles B. Carlson Assistant Secretary
(Principal Financial and
Accounting Officer)
/s/ Ish Copley Director
Ish Copley
/s/ David H. deVilliers, Jr. Director
David H. deVilliers, Jr.
/s/ Albert D. Ernest, Jr. Director
Albert D. Ernest, Jr.
/s/ Luke E. Fichthorn, III Director
Luke E. Fichthorn, III
/s/ Francis X. Knott Director
Francis X. Knott
/s/ Radford D. Lovett Director
Radford D. Lovett
/s/ John R. Mabbett, III Director
John R. Mabbett, III
/s/ Robert H. Paul, III Director
Robert H. Paul, III
/s/ Martin E. Stein, Jr. Director
Martin E. Stein, Jr.
/s/ James H. Winston Director
James H. Winston
EXHIBIT INDEX
Sequentially
Exhibit Numbered
No. Pages
4.1(a) Articles of Incorporation (incorporated
by reference to Exhibit 3(a) to Form
S-4 Registration Statement dated
December 13, 1988. (Reg. No. 33-
26115))
4.1(b) Amendment to Articles of Incorporation
(incorporated by reference to Exhibit
3(i)(b) to Registrant's Form 10-K for
the year ended September 30, 1993).
4.1(c) Amendment to Articles of Incorporation
(incorporated by reference to appendix
to Registrant's Proxy Statement dated
December 15, 1994).
4.2 Restated Bylaws (incorporated by
reference to Exhibit 3(ii)(a) to
Registrant's Form 10-K for the year
ended September 30, 1993).
4.3 Amendment to Restated Bylaws
(incorporated by reference to Exhibit
3(ii)(b) to Registrant's Form 10-K for
the year ended September 30, 1994).
4.4 FRP Properties, Inc. 1995 Stock Option
Plan (incorporated by reference to
appendix to Registrant's Proxy
Statement dated December 15, 1994).
5.1 Opinion of Counsel. 9
21.1 Subsidiaries of the Company whose 11
employees are entitled to participate
in the FRP Properties, Inc. 1995 Stock
Option Plan.
23.1 Consent of Deloitte & Touche, L.L.P. 12
23.2 Consent of Counsel (included in Exhibit
5.1)
EXHIBIT 5.1
OPINION OF COUNSEL
LeBoeuf, Lamb, Greene & MacRae, L.L.P.
50 N. Laura Street
Suite 2800
Jacksonville, FL 32202
December 26, 1996
FRP Properties, Inc.
155 East 21st Street
Jacksonville, FL 32206
Re: FRP Properties, Inc. 1995 Stock Option Plan
-Registration Statement on Form S-8
Ladies and Gentlemen:
We are counsel to FRP Properties, Inc., a Florida
corporation (the "Company"), in connection with the Registration
Statement on Form S-8 (the "Registration Statement") being filed
by the Company with the Securities and Exchange Commission under
the Securities Act of 1933, as amended (the "Securities Act"),
with respect to the issuance of options for 100,000 shares of the
Company's common stock, par value $0.10 per share (the "Common
Stock"), pursuant to the FRP Properties, Inc. 1995 Stock Option
Plan (the "Plan").
In rendering this opinion, we have examined: (a) the
Registration Statement; (b) the Company's prospectus, dated
December 26, 1996; (c) a copy of the Company's articles of
incorporation and all amendments thereto; (d) a copy of the
Company's by-laws; and (e) a record of the proceedings of the
Company relating to the authorization of the issuance and
delivery of the Common Stock. We have also examined originals,
or copies of originals certified to our satisfaction, of such
agreements, documents, certificates and other statements of
governmental officials and other instruments, and examined such
questions of law and have satisfied ourselves as to such matters
of fact, as we have considered relevant and necessary as a basis
for this opinion. We have assumed, without inquiry, the
authenticity of all documents submitted to us as originals, the
genuineness of all signatures, the legal capacity of all natural
persons and the conformity with authentic original documents of
any copies thereof submitted to us for our examination.
Based on the foregoing, and subject to the qualifications
stated herein, we are of the opinion that:
1. The Company has been incorporated under the laws of
Florida and the Company's status is active.
2. The Common Stock will be legally issued, fully paid and
nonassessable when: (i) the Registration Statement shall have
become effective under the Securities Act; (ii) the options for
the Common Stock shall have been issued and exercised in the
manner contemplated by the Plan; and (iii) certificates
representing the Common Stock shall have been executed,
countersigned and registered and delivered to the purchasers
thereof against payment of the agreed consideration therefor.
We express no opinion as to the application of the
securities or "Blue Sky" laws of the various states to the sale
of the Common Stock.
The opinions rendered herein are limited to the law of the
State of Florida and the Federal law of the United States.
This opinion is being delivered in connection with the
Registration Statement and, accordingly, may not be used for any
other purpose without our prior written consent. We assume no
obligation to update or supplement this opinion to reflect any
facts or circumstances that may hereafter come to our attention
with respect to the opinions expressed above, including any
changes in applicable law that may hereafter occur.
We hereby consent to the use of our name in the Registration
Statement as counsel who will pass upon the legality of the
Common Stock for the Company and as having prepared this opinion,
and to the use of this opinion as an exhibit to the Registration
Statement. We also consent to the use of our name as counsel for
the Company and to any references to this firm in the prospectus
that constitutes part of the Registration Statement.
In giving this consent, we do not hereby admit that we come
within the category of persons whose consent is required under
Section 7 of the Securities Act of 1933 or the rules or
regulations of the Securities and Exchange Commission promulgated
thereunder.
Very truly yours,
LeBoeuf, Lamb, Greene & MacRae, L.L.P.
EXHIBIT 21.1
State of
Name Incorporation
Florida Rock & Tank Lines, Inc. Florida
Florida Rock Properties, Inc. Florida
FRP Development Corp. Maryland
FRP Maryland, Inc. Maryland
34 Loveton Center Limited Partnership Maryland
FRTL, Inc. Florida
Sunbelt Transport, Inc. Florida
Oz Limited Partnership Maryland
FRP Lakeside Limited Partnership Maryland
EXHIBIT 23.1
AUDITOR'S CONSENT
We consent to the incorporation by reference in this Registration
Statement of FRP Properties, Inc. on Form S-8 of our reports
dated December 3, 1996, appearing in and incorporated by
reference in the Annual Report on Form 10-K of FRP Properties,
Inc. for the year ended September 30, 1996.
DELOITTE & TOUCHE L.L.P.
/s/ Deloitte & Touche L.L.P.
Jacksonville, Florida
December 26, 1996