SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of
the Securities Exchange Act of 1934
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May 5, 1999
FRP Properties, Inc.
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(Exact name of registrant as specified in its charter)
Florida 033-26115 59-2924957
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(State of Incorporation) (Commission file number) (IRS Employer
Identification No.)
155 East 21st Street, Jacksonville, FL 32206
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(Address of principal executive office including zip code)
(904) 355-1781
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(Registrant's telephone number)
Item 5. Other Events
On May 5, 1999, the Board of Directors of Florida Rock Industries, Inc. (the
"Company") declared a dividend of one preferred share purchase right (a "Right")
for each outstanding share of common stock, par value $.10 per share, of the
Company (the "Common Shares"). The dividend is payable on June 2, 1999 (the
"Record Date") to the shareholders of record on that date. The description and
terms of the Rights are set forth in an Agreement (the "Agreement") between the
Company and First Union National Bank as Rights Agent (the "Rights Agent").
Purchase Price
Each Right entitles the registered holder to purchase from the Company one
one-hundredth of a share of Series A Junior Participating Preferred Stock of the
Company, par value $.01 per share (the "Preferred Shares"), at a price of $96
per one one-hundredth of a Preferred Share (the "Purchase Price"), subject to
adjustment.
Flip-In
In the event that any Person or group of affiliated or associated Persons
acquires beneficial ownership of 15% or more of the outstanding Common Shares
other than any Person or group of affiliated or associated Persons who were
Beneficial Owners, individually or collectively, of 15% or more of the Company's
Common Shares outstanding on May 4, 1999 (an "Acquiring Person"), each holder of
a Right, other than Rights beneficially owned by the Acquiring Person (which
will thereafter be void), will thereafter have the right to receive upon
exercise that number of Common Shares having a market value of two times the
exercise price of the Right. At any time prior to the Distribution Date (as
defined below), the Company's Board of Directors may declare that in lieu of a
cash payment, the registered holder of a Right Certificate may exercise the
Rights (except as otherwise provided herein) in whole or in part upon surrender
of the Right Certificate with an election to exercise such Rights without
payment of cash. A holder who elects to make a cashless exercise will receive
the number of Common Shares having a value equal to the Purchase Price.
Flip-Over
If the Company is acquired in a merger or other business combination transaction
or 50% or more of its consolidated assets or earning power are sold after a
Person or group has become an Acquiring Person, each holder of a Right (other
than Rights beneficially owned by Acquiring Person, which will be void) will
thereafter have the right to receive that number of shares of common stock of
the Issuer which at the time of such transaction will have a market value of two
times the exercise price of the Right. At any time prior to the Distribution
Date (as defined below), the Company's Board of Directors may declare that in
lieu of a cash payment, the registered holder of a Right Certificate may
exercise the Rights (except as otherwise provided herein) in whole or in part
upon surrender of the Right Certificate with an election to exercise such Rights
without payment of cash. A holder who elects to make a
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cashless exercise will receive the number of shares of common stock of the
Issuer having a value equal to the Purchase Price.
Distribution Date
The Distribution Date is the earlier of
(i) The Close of Business on the tenth Business Day following a public
announcement that a Person or group of affiliated or associated Persons have
acquired beneficial ownership of 15% or more of the outstanding Common Shares;
or
(ii) The Close of Business on the tenth Business Day (or such later date as
may be determined by action of the Board of Directors of the Company, if the
Distribution Date shall have previously occurred) following the commencement of,
or announcement of an intention to make, a tender offer or exchange offer the
consummation of which would result in the beneficial ownership by a Person or
group of 15% or more of the outstanding Common Shares.
Transfer and Detachment
Until the Distribution Date, the Rights will be evidenced, with respect to any
of the Common Share certificates outstanding as of the Record Date, by such
Common Share certificate with a copy of this Summary of Rights attached thereto.
Until the Distribution Date (or earlier redemption or expiration of the Rights),
the Rights will be transferred with and only with the Common Shares, and
transfer of those certificates will also constitute transfer of these Rights.
As soon as practicable following the Distribution Date, separate certificates
evidencing the Rights ("Right Certificates") will be mailed to holders of record
of the Common Shares as of the Close of Business on the Distribution Date and
such separate Right Certificates alone will thereafter evidence the Rights.
Exercisability
The Rights are not exercisable until the Distribution Date. The Rights will
expire on September 30, 2009 (the "Final Expiration Date"), unless the Final
Expiration Date is extended or unless the Rights are earlier redeemed or
exchanged by the Company, in each case, as described below.
Adjustments
The Purchase Price payable, and the number of Preferred Shares or other
securities or property issuable, upon exercise of the Rights are subject to
adjustment from time to time to prevent dilution in the event of stock
dividends, stock splits, reclassifications, or certain distributions with
respect to the Preferred Shares. The number of outstanding Rights and the number
of one one-hundredths of a Preferred Share issuable upon exercise of each Right
are
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also subject to adjustment if, prior to the Distribution Date, there is a stock
split of the Common Shares or a stock dividend on the Common Shares payable in
Common Shares or subdivisions, consolidations or combinations of the Common
Shares. With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional Preferred Share will be issued (other than
fractions which are integral multiples of one one-hundredth of a Preferred
Share, which may, at the election of the Company, be evidenced by depositary
receipts) and, in lieu thereof, an adjustment in cash will be made based on the
market price of the Preferred Share on the last Trading Day prior to the date of
exercise.
Preferred Shares
Preferred Share purchasable upon exercise of the Rights will not be redeemable.
Each Preferred Share will be entitled to, if declared by the Board of Directors,
a minimum preferential quarterly dividend payment of $1 per share but will be
entitled to an aggregate dividend of 100 times the dividend declared per Common
Share. In the event of liquidation, the holders of the Preferred Share will be
entitled to a minimum preferential liquidation payment of $100 per share but
will be entitled to an aggregate payment of 100 times the payment made per
Common Share. Each Preferred Share will have 100 votes, voting together with the
Common Shares. Finally, in the event of any merger, consolidation or other
transaction in which Common Shares are exchanged, each Preferred Share will be
entitled to receive 100 times the amount received per Common Share. These rights
are protected by customary antidilution provisions.
The value of the one one-hundredth interest in a Preferred Share purchasable
upon exercise of each Right should, because of the nature of the Preferred Share
dividend, liquidation and voting rights, approximate the value of one Common
Share.
Exchange
At any time after any Person or group becomes an Acquiring Person, and prior to
the acquisition by such Person or group of 50% or more of the outstanding Common
Shares, the Board of Directors of the Company may exchange the Rights (other
than Rights owned by the Acquiring Person, which will have become void), in
whole or in part, at an exchange ratio of one Common Share per one Right to one
one-hundredth of a Preferred Share (subject to adjustment).
Redemption
At any time prior to the Expiration Date, the Board of Directors of the Company
may redeem the Rights in whole, but not in part, at a price of $.01 per Right
(the "Redemption Price"). The redemption of the Rights may be made effective at
such time on such basis with such conditions as the Board of Directors in its
sole discretion may establish. Immediately upon any redemption of the Rights,
the right to exercise the Rights will terminate and the only right of the
holders of Rights will be to receive the Redemption Price.
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Amendments
The Rights Agreement may be amended by the Company without the approval of any
holders of Right Certificates, including amendments which add other events
requiring adjustment to the Purchase Price payable and the number of Preferred
Shares or other securities issuable upon the exercise of the Rights or which
modify procedures relating to the redemption of the Rights, provided that no
amendment may be made which decreases the stated Redemption Price or the period
of time remaining until the Final Expirations Date or which modifies a time
period relating to when the Rights may be redeemed at such time as the Rights
are not then redeemable.
Rights and Holders
Until a Right is exercised, the holder thereof, as such, will have no rights as
a shareholder of the Company, including, without limitation, the right to vote
or to receive dividends.
Further Information
A copy of the Agreement is available free of charge from the Company. This
summary description of the Rights does not purport to be complete and is
qualified in its entirety by reference to the Agreement, which is hereby
incorporated herein by reference.
Item 7. (c) Exhibits
(4) Rights Agreement, dated as of May 5, 1999 between the Company and
First Union National Bank which includes the form of Articles of
Amendment setting forth the terms of the Series A Preferred Stock as
Exhibit A, Rights Certificate as Exhibit B and the Summary of Rights
re Purchase Preferred Shares as Exhibit C.
(99) Press Release dated May 5, 1999, issued by the Company.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
Date: May 6, 1999
FRP PROPERTIES, INC.
By: /S/ JAMES J. GILSTRAP
Name: James J. Gilstrap
Title: Treasurer and CFO
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Exhibit Index
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Exhibit No. Description
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(4) Rights Agreement, dated as of May 5, 1999 between the
Company and First Union National Bank which includes the
form of Articles of Amendment setting forth the terms of the
Series A Preferred Stock as Exhibit A, Right Certificate as
Exhibit B and the Summary or Rights to Purchase Preferred
Shares as Exhibit C.
(99) Press Release, dated May 5, 1999, issued by the Company.
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