PATRIOT TRANSPORTATION HOLDING, INC.
155 East 21st Street, Jacksonville, Florida 32206
___________________________
NOTICE OF
ANNUAL MEETING OF SHAREHOLDERS
To The Shareholders:
The Annual Meeting of Shareholders of Patriot Transportation
Holding, Inc. will be held at 2 o'clock in the afternoon, local
time, on Wednesday, February 7, 2001 at 155 East 21st Street,
Jacksonville, Florida 32201, for the following purposes, as more
fully described in the attached proxy statement:
(1) To approve the award of non-discretionary stock options
pursuant to the Company's 2000 Stock Option Plan for 1,000 shares
to each non-employee director of the Company for attendance at
each regular Board of Directors' meeting.
(2) To elect three directors to serve for a term of four years.
(3) To transact such other business as may properly come before
the meeting or any adjournments thereof.
Shareholders of record at the close of business on December
4, 2000 are entitled to vote at said annual meeting or any
adjournment or adjournments thereof.
BY ORDER OF THE BOARD OF DIRECTORS
December 20, 2000 James B. Shephard
Secretary
TO ASSURE YOUR REPRESENTATION AT THE MEETING, PLEASE COMPLETE
THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE
ACCOMPANYING ENVELOPE. IF YOU ATTEND THE MEETING,
YOU MAY WITHDRAW YOUR PROXY AND VOTE IN PERSON.
PATRIOT TRANSPORTATION HOLDING, INC.
155 East 21st Street, Jacksonville, Florida 32201
PROXY STATEMENT
ANNUAL MEETING - February 7, 2001
The attached proxy is solicited by the Board of Directors of
Patriot Transportation Holding, Inc. (the "Company") for use at
the annual meeting of the shareholders to be held on Wednesday,
February 7, 2001 at 2 o'clock in the afternoon, local time, and
any adjournments thereof, at 155 East 21st Street, Jacksonville,
Florida 32201. The proxy is revocable by written notice to the
Secretary of the Company at any time before its exercise.
Shares represented by properly executed and returned proxies
will be voted at the meeting in accordance with the shareholders'
directions or, if no directions are indicated, will be voted in
favor of the approval of the award of non-discretionary stock
options to the non-employee directors pursuant to and in favor of
the election of the nominees proposed in this proxy statement and,
if any other matters properly come before the meeting, in
accordance with the best judgment of the persons designated as
proxies.
This proxy statement and the accompanying proxy are being
distributed to shareholders on or about December 15, 2000.
VOTING PROCEDURES
The holders of record of common stock at the close of
business on December 4, 2000 may vote at the meeting. On such
date there were outstanding 3,170,566 shares of common stock of
the Company. Under the Company's Articles of Incorporation and
Bylaws each share of common stock is entitled to one vote. Under
the Company's Bylaws, the holders of a majority of the outstanding
shares entitled to vote shall constitute a quorum for the
transaction of business at the meeting.
Under the Florida Business Corporation Act, directors are
elected by a plurality of the votes cast and other matters are
approved if affirmative votes cast by the holders of the shares
represented at the meeting and entitled to vote on the subject
matter exceed the votes opposing the action, unless a greater
number of affirmative votes is required by this act or the
Company's Articles of Incorporation. Abstentions and broker non-
votes will have no effect on the vote for election of directors
and most routine matters. A broker non-vote generally occurs when
a broker who holds shares in street name for a customer does not
have authority to vote on certain non-routine matters because its
customer has not provided any voting instructions on the matter.
1. PROPOSAL TO APPROVE THE AWARD OF NON-DISCRETIONARY STOCK
OPTIONS PURSUANT TO THE COMPANY'S 2000 STOCK OPTION PLAN FOR 1,000
SHARES TO EACH NON-EMPLOYEE DIRECTOR OF THE COMPANY FOR ATTENDANCE
AT EACH REGULAR BOARD OF DIRECTORS' MEETING.
The shareholders of the Company, at the February 2, 2000
Annual Meeting approved the Company's 2000 Stock Option Plan which
authorized grants for up to 500,000 shares of the Company's common
stock, for a term expiring November 30, 2009.
Management and the Board of Directors at its meeting on
December 6, 2000 reviewed compensation to the non-employee
directors and determined that it was in the best interest of the
Company to provide non-employee directors the opportunity to
increase their equity participation in the Company on a non-
discretionary, routine, regular and recurring basis by awarding
each such non-employee director an option for 1,000 shares of the
Company's common stock, at the fair market value thereof on the
date of grant, but exercisable at any time for a term of ten years
from the date of grant, for each regular board of directors
meeting attended. Options for 9,000 shares were granted to nine
non-employee directors on December 6, 2000 at a price of $15.125
per share. No other options have been granted under the Company's
2000 Stock Option Plan.
The proposal to be voted on is as follows:
"RESOLVED, that each non-employee director in attendance will
receive under the Company's 2000 Stock Option Plan, effective with
the Board of Directors' meeting on December 6, 2000 and on each
and every regular board of directors' meeting thereafter attended
by such non-employee director, an award of a Non Statutory Stock
Option for 1,000 shares of common stock exercisable immediately
and for a term expiring the day before the tenth anniversary of
the date of grant at the fair market value of the Company's common
stock on the date of grant".
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPROVAL OF THE
AWARD OF NON-DISCRETIONARY STOCK OPTIONS PURSUANT TO THE COMPANY'S
2000 STOCK OPTION PLAN FOR 1,000 SHARES TO EACH NON-EMPLOYEE
DIRECTOR OF THE COMPANY FOR ATTENDANCE AT EACH REGULAR BOARD OF
DIRECTORS' MEETING.
2. ELECTION OF DIRECTORS
Under the Company's Articles of Incorporation, the Board of
Directors is divided into four classes. One class of directors is
elected at each annual meeting of shareholders for a four-year
term of office or until their successors are elected and
qualified. Three below-named directors are nominated to be
elected by the shareholders to hold office until the 2005 annual
meeting. The enclosed proxy will be voted for the election of the
persons named as directors of the Company unless otherwise
indicated by the shareholders. If any of the nominees named
should become unavailable for election for any presently
unforeseen reason, the persons named in the proxy shall have the
right to vote for a substitute as may be designated by the Board
of Directors to replace such nominee, or the Board may reduce the
number of directors accordingly.
The following table sets forth information with respect to
each nominee for election as a director and each director whose
term of office continues after the 2001 annual meeting. Reference
is made to the sections entitled "Common Stock Ownership of
Certain Beneficial Owners" and "Common Stock Ownership by
Directors and Officers" for information concerning stock ownership
of the nominees and directors.
NAME AND PRINCIPAL DIRECTOR OTHER
OCCUPATION AGE SINCE DIRECTORSHIPS
Class III - Nominees for Terms Expiring in 2005
John E. Anderson 55 1989
President and Chief
Executive Officer
of the Company
David H. deVilliers Jr. 49 1993
Vice President of the
Company
Radford D. Lovett 67 1989 Florida Rock
Chairman of the Board of Industries, Inc.
Commodores Point Terminal First Union
Corp. (Marine Terminal) Corporation
Winn-Dixie
Stores, Inc.
Directors Continuing in Office After the 2001 Annual Meeting
Class IV - Terms Expiring in 2002
Edward L. Baker 65 1988 Florida Rock
Chairman of the Board Industries, Inc.
of the Company and of Flowers Industries,
Florida Rock Industries, Inc.
Inc.
Thompson S. Baker II 42 1994 Florida Rock
Vice President of Industries, Inc.
Florida Rock
Industries, Inc.
Martin E. Stein Jr. 48 1992 Regency Realty
Chairman and Chief Corporation
Executive Officer of Stein Mart, Inc.
Regency Realty Corporation
(a real estate investment
trust); Chief Executive
Officer of The Regency
Group, Inc. (a Commercial
real estate service firm)
Class I - Terms Expiring in 2003
Francis X. Knott 55 1989 Florida Rock
Chairman of Partners Industries, Inc.
Management Company, LLC
And Partners Realty
Realty Trust, Inc.
James B. Shephard 63 1999
Vice President and
Secretary of the Company
James H. Winston 67 1992 Stein Mart, Inc.
President of LPMC of Jax,
Inc. (an investment real
estate firm); President
of Omega Insurance Company
Robert H. Paul III 66 1992
Chairman of the Board,
and Chief Executive Officer
of Southeast-Atlantic
Beverage Corporation
(manufacturing of soft
drink products)
Class II - Terms Expiring in 2004
John D. Baker II 52 1988 Florida Rock
President and Chief Industries, Inc.
Executive Officer Hughes Supply, Inc.
of Florida Rock
Industries, Inc.
Luke E. Fichthorn III 59 1989 Florida Rock
Partner in Twain Associates Industries, Inc.
(a private investment Bairnco Corporation
banking firm); Chairman
of the Board and Chief
Executive Officer
of Bairnco Corporation
(manufacturing)
All of the directors have been employed in their respective
positions for the past five years, except John D. Baker II and
James B. Shephard. In February 1996 John D. Baker II was elected
to the additional position of Chief Executive Officer of Florida
Rock Industries, Inc. Mr. Shephard was President and Chief
Executive Officer of Landstar Ranger from 1989 to 1998; Senior
Vice President of Landstar from 1998 to March 1999; Chairman of
the Board of Florida Rock and Tank Lines, Inc. from March 1999 to
November 1999 when he was appointed President of the Company's
Transportation Group. Mr. Shephard was elected Vice President and
Secretary of the Company in February 2000.
Edward L. Baker and John D. Baker II are brothers. Thompson
S. Baker II is the son of Edward L. Baker.
See "Compensation Committee Interlocks and Insider
Participation" and "Certain Relationships and Related
Transactions" for a discussion of other transactions including the
relationships between the Company and Florida Rock Industries,
Inc.
Other Information About the Board and Its Committees
Meetings. During the fiscal year ended September 30, 2000
the Company's Board of Directors held five meetings. Directors
who are not employees of the Company were paid fees of $7,000
annually and $500 per directors' meeting attended. Members of the
Company's Audit and Compensation Committees received $300 and the
Chairman of each committee received $500 for each committee
meeting attended. At its December 6, 2000 meeting, the Board of
Directors, in addition to approving the award of options for 1,000
shares to each non-employee director for each regular board
meeting attended, approved raising the annual fee to $10,000 and
to $1,000 per directors' meeting attended. See "Executive
Compensation - Option Exercises and Fiscal Year-end Values" for
information concerning directors who are executive officers.
Executive Committee. Messrs. Edward L. Baker, John D. Baker
II and John E. Anderson. To the extent permitted by law, the
Executive Committee exercises the powers of the Board between the
meetings of the Board of Directors. During fiscal 2000 the
Executive Committee held no formal meetings, but acted on various
resolutions by unanimous written consents.
Audit Committee. Messrs. Fichthorn, Knott, Lovett and
Winston. The Audit Committee recommends the appointment of
independent accountants to audit the Company's consolidated
financial statements and to perform professional services related
to the audit, meets with the independent accountants and reviews
the scope and results of their audit, and reviews the fees charged
by the independent auditors. The Committee also reviews the scope
and results of internal audits. During fiscal 2000, the Audit
Committee adopted and the Board of Directors approved the Audit
Committee Charter, the text of which is attached as an appendix to
this Proxy Statement. Pursuant to this Charter, the Board of
Directors has found that each of the members of the Audit
Committee is able to read and understand financial statements, and
that Mr. Fichthorn, who is chairman, has financial sophistication
derived from his experience and background. In reaching such
findings, the Board of Directors considered the financial,
business and occupational experience, as well as the past services
as a director of each Audit Committee member. During fiscal 2000,
the Audit Committee held two meetings.
Compensation Committee. Messrs. Lovett, Paul and Stein. The
Committee determines the compensation for the Chief Executive
Officer and reviews and approves compensation for other executive
officers and certain other members of management. In addition,
the Committee administers the Company's Stock Option Plans,
subject to control of the Board of Directors, and the Management
Incentive Compensation program. During fiscal 2000 the
Compensation Committee held one meeting.
The full Board of Directors acts as the Nomination Committee.
During the last fiscal year, each of the directors attended
75% or more of all meetings of the Board and its Committees on
which the director served, except for David H. deVilliers Jr., who
attended 60% of such meetings and Martin E. Stein Jr., who
attended 20% of such meetings.
AUDIT COMMITTEE REPORT
With respect to the Company's fiscal year ended September 30,
2000, the Audit Committee of the Board of Directors (a) has
reviewed and discussed the Company's audited financial statements
for fiscal 2000 with management; (b) has discussed with Deloitte &
Touche LLP any matters required of auditors to be discussed with
the Audit Committee by SAS 61 (relating to additional information
from the auditor regarding the scope and results of the audit);
(c) has received written disclosures and a letter from Deloitte &
Touche LLP required by ISB Standard No. 1 and has discussed with
representatives of Deloitte & Touche LLP their independence; and
(d) has recommended to the Board of Directors that the Company's
fiscal 2000 audited financial statements be included in the
Company's annual report on Form 10-K.
Submitted by: Luke E. Fichthorn III, Chairman
Francis X. Knott
Radford D. Lovett
James H. Winston
Members of the Audit Committee
Executive Compensation
Edward L. Baker receives his primary compensation from
Florida Rock Industries, Inc. which provides administrative and
other services to the Company under an agreement.
Summary Compensation Table
The following table sets forth information concerning the
compensation of the Company's Chief Executive Officer and its
other four most highly compensated executives who served in such
capacities during fiscal 2000.
Performance Unit Plan(c)
Name Annual Payments Made in 2000 All Other
and Compensation for Amounts Accrued in Compen-
Principal Salary Bonus 1998 1999 2000 sation
Position Year ($)(a) ($)(a) to 2000 to 2001 to 2002 ($)(b)
John E.
Anderson 2000 309,000 74,880 87,110 58,000 30,000 4,800
President 1999 297,500 60,000 - - - 4,800
Chief 1998 287,750 87,000 - - - 4,500
Executive
Officer
David H. 2000 222,500 138,000 97,800 72,000 40,000 4,800
deVilliers 1999 195,000 80,000 - - - 4,978
Jr., Vice 1998 175,705 72,000 - - - 4,680
President
James B. 2000 198,846 - - - - -
Shephard 1999 94,850 - - - - -
Vice 1998 - - - - - -
President
and Secretary
Ish Copley 2000 137,897 25,066 4,084 - - 4,800
President 1999 135,365 25,334 - - - 4,240
SunBelt 1998 128,125 19,500 - - - 4,860
Transport
Inc.
John R. 2000 163,600 - - - - 4,800
Mabbett 1999 159,140 - - - - 4,900
III, Vice 1998 155,420 18,787 - - - 4,507
President and
Secretary of the
Company until
February 2000 and
President of Florida
Rock & Tank Lines, Inc.
(a) Includes amounts deferred under the Company's Profit Sharing
and Deferred Earnings Plan. Bonuses are accrued in the year
earned and paid in the following year.
(b) Represents the Company's contribution to the Profit Sharing
and Deferred Earnings Plan for the named individual.
(c) The Performance Unit Plan was terminated effective with the
end of fiscal year 2000. Payments for Plan 1999 to 2001 and Plan
2000 to 2002 represent pro-rata amounts earned under each Plan.
Option Grants In Last Fiscal Year
No stock options were granted to the executive officers named in
the Summary Compensation Table during the fiscal year ended
September 30, 2000.
Option Exercises and Fiscal Year-end Values
The following table shows information with respect to stock
options exercised during the fiscal year ended September 30, 2000
and the number and value of unexercised options held by each
executive officer named in the Summary Compensation Table.
Value of
Number of Unexercised
Unexercised In-The-Money
Options at September 30,
September 30, 2000 2000 (1)
Shares
Acquired
on Value Exercis- Unexercis- Exercis- Unexercis-
Name Exercise Realized able(#) able(#) able(#) able(#)
John E. - - 25,000 - - -
Anderson
David H. - - 15,000 - - -
deVilliers Jr.
Ish Copley - - 25,000 - - -
John R.
Mabbett III - - 15,000 - - -
(1) The closing price of the Company's common stock as reported
on The NASDAQ Stock Market on September 30, 2000 was $15.88 which
was less than the exercise price. All of the options under grant
were "out-of-the-money".
Pension Plan
The Company has a Management Security Plan (the "MSP Plan") for
certain officers, including directors who are officers, and
certain key employees. Benefit levels have been established on
the basis of base compensation. The MSP Plan provides that in the
event a participant dies prior to his retirement his beneficiary
will receive twice the amount of such participant's benefit level
in monthly payments for a period of 12 months and thereafter the
benefit level in monthly payments for the next 168 months or until
such time as such participant would have reached age 65, whichever
is later. Upon reaching normal retirement age, a participant is
entitled to receive twice the amount of his benefit level in equal
monthly payments for 12 months and thereafter the benefit level
until his death. If a participant dies after his retirement, his
beneficiary, if any, will receive such participant's benefit for a
period of 15 years from the date of the participant's retirement
or until the death of the beneficiary, whichever occurs first.
The annual retirement benefit levels in effect at September 30,
2000 were:
John E. Anderson $156,000
David H. deVilliers Jr. $115,000
John R. Mabbett III $ 82,400
Notwithstanding anything to the contrary set forth in any of the
Company's previous filings under the Securities Act of 1933, as
amended, or the Securities Exchange Act of 1934, as amended, that
incorporate future filings, including this Proxy Statement, in
whole or in part, the following Compensation Committee Report and
Shareholder Return Performance shall not be incorporated by
reference into any such filings.
Compensation Committee Report
The Compensation Committee of the Board of Directors ("the
Committee") determines the compensation of the Chief Executive
Officer and reviews and approves compensation of other officers
and members of management reaching a salary level established by
the Board. In addition, the Committee administers the Company's
stock option plans, subject to control of the Board, and the
Management Incentive Compensation program. The full Board must
approve the recommendations of the Committee.
The Committee's goals are to develop and maintain executive
compensation programs that preserve and enhance shareholder value.
Under the direction of the Committee, management has developed a
compensation structure designed to compensate fairly executives
for their performance and contribution to the Company, to attract
and retain skilled and experienced personnel, to reward superior
performance and to align executive and shareholder long-term
interests.
Base salary levels for executives are established taking into
consideration business conditions, the Company's performance and
industry compensation levels. The Chief Executive Officer's
salary is based on these factors and his performance in leading
the Company and its businesses.
Both of the Company's operating groups, Transportation and Real
Estate Development, have Management Incentive Compensation ("MIC")
plans which provide an opportunity for additional compensation to
officers and key employees. The purpose of the plans is to
provide a direct financial incentive in the form of an annual cash
bonus to participants to achieve their business unit's and the
Company's goals and objectives. Potential MIC pools are computed
based upon levels of annual income before tax achieved by the
respective groups. The maximum amount of MIC in any year is
limited to 10% of consolidated income before income taxes. Awards
to individuals are based on their achieving annual predetermined
objectives and the importance and degree of difficulty in
achieving those objectives. Individual awards may not exceed 50%
of the participant's base salary. Mr. Anderson participates in a
similar MIC Plan whose pool calculation, purpose and annual cash
award eligibility for performance against predetermined objectives
are comparable to those utilized by the Company's Transportation
and Real Estate Development groups. His maximum individual award
may not exceed 60% of base salary.
Also in effect during the last three fiscal years was a long-term
incentive compensation program that offered a performance unit
plan to the Company's key management personnel, including the
Chief Executive Officer, as well as continuing the Company's stock
option program for the Company's officers and key management
personnel. Under the stock option program, the vesting periods
associated with stock options encourage option recipients to
continue in the employ of the Company. All options granted have
been granted at an option price equal to the fair market value of
the Company's common stock on the date of grant. In subjectively
determining the number of options to be granted to an individual,
including the Chief Executive Officer, the Committee takes into
account the individual's relative base salary, scope of
responsibility and ability to affect both short and long term
profits and add value to the Company. Under the performance unit
plan, participants could earn a cash bonus of up to 60% of the
participant's base salary at the time of grant if three year
performance goals are achieved except that Mr. Anderson could earn
a cash bonus up to 75% of his base salary. The initial performance
goals established were unique to each participant and ranged from
return on capital employed and average revenue growth to better
property management and better performance in project development.
On December 6, 2000 the Board of Directors approved a
recommendation of the Compensation Committee to rescind (revise)
the performance unit plan and all amounts accrued under the plan
were directed to be paid as a bonus to the participants.
Submitted by: Radford D. Lovett, Chairman
Robert H. Paul III
Martin E. Stein Jr.
Members of the Compensation Committee
Compensation Committee Interlocks and Insider Participation
One member of the Compensation Committee, Mr. Lovett, is among the
six directors of the Company who are also directors of Florida
Rock Industries, Inc. ("FRI"). The other five directors of both
FRI and the Company who are not members of the Compensation
Committee are Edward L. Baker, John D. Baker II, Thompson S. Baker
II, Luke E. Fichthorn III and Francis X. Knott. The six directors
own approximately 44.3% of stock of the Company and 30.1% of the
stock of FRI. Accordingly, the Bakers, who own approximately
43.2% of the stock of the Company and 29.7% of the stock of FRI,
may be considered to be control persons of both the Company and
FRI.
Mr. A. R. Carpenter (a director of FRI) is a director and member
of the Compensation Committee of the Board of Directors of Regency
Realty Corporation. Mr. Stein, who is Chairman and Chief
Executive Officer of Regency Realty Corporation, is a director of
the Company and a member of its Compensation Committee.
There were no other interlocks of executive officers or board
members of the Company serving on the compensation or equivalent
committee of another entity which has any director or executive
officer serving on the Compensation Committee, other committees or
Board of Directors of the Company.
Shareholder Return Performance
The following graph compares the performance of the Company's
common stock to that of the Total Return Index for The NASDAQ
Stock Market - US Index and The NASDAQ Trucking and Transportation
Stock Index for the period commencing September 30, 1995 and
ending on September 30, 2000. The graph assumes that $100 was
invested on September 30, 1995 in the Company's common stock and
in each of the indices and assumes the reinvestment of dividends.
Index as of September 30
1995 1996 1997 1998 1999 2000
PATRIOT 100 94 156 102 108 82
NASDAQ-US 100 119 163 166 270 368
NASDAQ&T&T 100 103 146 109 124 107
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Six of the Company's directors (Edward L. Baker, John D. Baker II,
Thompson S. Baker II, Luke E. Fichthorn III, Francis X. Knott and
Radford D. Lovett) are directors of FRI. Such directors own
approximately 30.1% of the stock of FRI and 44.3% of the stock of
the Company. Accordingly, the Bakers, who own approximately 43.2%
of the stock of the Company and 29.7% of the stock of FRI, may be
considered to be control persons of both the Company and FRI. See
"Compensation Committee Interlocks and Insider Participation" for
further information on the relationship between the Company and
FRI.
The Company and FRI routinely are engaged in business together
through the hauling by the Company of petroleum products and other
products for FRI and the leasing to FRI of construction aggregates
mining and other properties. The Company has numerous petroleum
hauling competitors at all terminal and mine sites and the rates
charged are, accordingly, established by competitive conditions.
Approximately 7.6% of the Company's revenue was attributed to FRI
during fiscal year 2000.
Mr. Fichthorn provided the Company with financial consulting and
other services during fiscal 2000 for which he received $30,000.
In November 2000, after approval by committees of independent
directors of each of the Company and FRI, the Company sold to FRI
real properties near Rome, Georgia and Springfield, VA for
$2,600,000.
In the opinion of the Company, the terms, conditions, transactions
and payments under the agreements with the persons described above
were not less favorable to the Company than those which would have
been available from unaffiliated persons.
COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table and notes set forth the beneficial ownership
of common stock of the Company by each person known by the Company
to own beneficially more than 5% of the common stock of the
Company.
TITLE OF NAME AND ADDRESS AMOUNT AND NATURE OF PERCENT
CLASS OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
Common Baker Holdings, LP 1,061,521 (1) 32.5%
Stock Edward L. Baker 114,276 (1) 3.5%
John D. Baker II 204,553 (1) 6.3%
P.O. Box 4667 1,380,350 (1) 42.3%
Jacksonville, FL 32201
Royce & Associates, Inc. 250,100 (2) 7.3%
1414 Avenue of the Americas
New York, NY 10019
Eastabrook Capital
Management 239,718 (3) 7.1%
430 Park Avenue
Suite 1810
New York, NY 10022
Wellington Management
Company 309,700 (4) 9.2%
75 State Street
Boston, MA 02104
(1) Baker Holdings, LP is a limited partnership in which Edward
L. Baker and John D. Baker II are the sole shareholders of its
general partner and as such have shared voting and dispositive
power over the shares owned by the partnership. Through pass
through entities, each of Edward L. Baker and John D. Baker II
have a pecuniary interest in 353,840 shares. Ownership is reported
as of November 30, 2000. See "Common Stock Ownership By Directors
and Officers" including the notes thereunder for an aggregation
and identification of these shares with other shares beneficially
owned by Edward L. Baker and John D. Baker II.
(2) Royce & Associates, Inc. ("Royce"), and Charles M. Royce
reported that they are members of a group pursuant to Securities
and Exchange Commission Rule 13d-(1) (b) (ii) (H). Mr. Royce, who
may be deemed to be a controlling person of Royce, does not own
any shares outside of Royce and disclaims beneficial ownership of
the shares held by Royce. Royce has sole voting and investment
power as to the shares shown. Ownership is reported as of
February 1, 2000.
(3) Estabrook Capital Management is an investment advisor and
reports, as of October 23, 2000 shared voting power and sole
investment power as to 239,718 shares.
(4) Wellington Management Company is an investment advisor and
reports, as of February 9, 2000 shared voting power as to 175,500
shares and shared dispositive power as to 309,700 shares.
COMMON STOCK OWNERSHIP BY DIRECTORS AND OFFICERS
The following table and notes set forth the beneficial ownership
of common stock of the Company by each director and each non-
director named in the Summary Compensation Table and by all
officers and directors of the Company as a group as of October 30,
2000 and also includes shares held under options as of October 30,
2000 which are exercisable within 60 days of December 15, 2000.
TITLE OF NAME AND ADDRESS AMOUNT AND NATURE PERCENT
CLASS OF DIRECTOR BENEFICIAL OWNERSHIP OF CLASS
Common John E. Anderson 45,806 *
Stock Edward L. Baker 821,957 (1)(2)(3) 25.2%
John D. Baker II 558,393 (2)(4)(5)(6) 17.1%
Thompson S. Baker II 29,686 (4)(7) *
Ish Copley 25,100 *
David H. deVilliers Jr. 18,250 *
Luke E. Fichthorn III 18,043 (8) *
Francis X. Knott 4,120 (9) *
Radford D. Lovett 17,200 *
Robert H. Paul III 5,800 *
Martin E. Stein Jr. 42,300 (6) 1.3%
James H. Winston 5,000 *
James B. Shephard 400 *
All Directors and
Officers as a group
(17 people) 1,618,557 49.3%
* Less than 1%
The preceding table includes the following shares held under FRI's
Tax Reduction Act Employee Stock Ownership Plan ("TRAESOP") as to
which the named person has sole voting power, and shares held
under options which are exercisable within 60 days of December 15,
2000.
SHARES UNDER TRAESOP SHARES UNDER OPTION
John E. Anderson - 25,000
Edward L. Baker 2,542 -
John D. Baker II 1,549 -
Thompson S. Baker II 7 10,000
Ish Copley - 25,000
David H. deVilliers Jr. - 15,000
All directors and
officers as a group 4,152 90,000
(1) Includes out of the 1,061,521 shares owned directly by Baker
Holdings, L.P., as to which Edward L. Baker and John D. Baker II,
have shared voting and shared dispositive powers, for Edward L.
Baker, 353,840 shares as to which he has a pecuniary interest and
an additional 353,841 shares in which another person has a
pecuniary interest, which 707,681 shares are excluded from those
shown by John D. Baker II; the remaining 353,840 shares in which
John D. Baker II has a pecuniary interest are included in the
shares shown for John D. Baker II.
(2) Includes for Edward L. Baker as to which he has sole voting
and sole dispositive powers 26,191 shares held in the Edward L.
Baker Living Trust; 1,904 shares held directly by Edward L. Baker;
83,639 shares held in trust for the benefit of children of John D.
Baker II, which shares are excluded from those shown for John D.
Baker II and as to which each of Edward L. Baker and John D. Baker
II disclaim any beneficial interest.
(3) Includes for Edward L. Baker 2,542 shares held for his
account in FRI's TRAESOP, as to which he has sole voting power but
no dispositive power.
(4) Edward L. Baker, John D. Baker II and Thompson S. Baker II
may be considered to be control persons of the Company.
(5) Includes 108,665 shares held by the John D. Baker II Living
Trust and 93,639 shares held directly by John D. Baker II as to
which John D. Baker II has sole voting and dispositive power; John
D. Baker II has sole voting power but no dispositive power with
respect to 1,549 shares held for his account in the FRI's TRAESOP;
includes 700 shares owned by Mrs. John D. Baker II, as to which he
disclaims any beneficial interest.
(6) Regency Square II, a Florida general partnership, owns 40,300
shares of the Company. Martin E. Stein Jr., as a partner, holds a
2.5248% interest in the partnership. Trust B under the will of
Martin E. Stein, deceased, as a partner, holds a 46.2128% interest
in the Partnership. John D. Baker II is a co-trustee of the trust
of Martin E. Stein, deceased, and as such has a one-third shared
voting and dispositive power as to the trust. Martin E. Stein Jr.
has a beneficial interest in the trust, and, together with his two
brothers, acting jointly as co-trustees, has a one-third shared
voting and dispositive power as to the trust. The partnership's
shares in the Company are excluded from the total shown for John
D. Baker II, who disclaims any pecuniary or beneficial interest to
such shares, but are included in the total shown for Mr. Stein Jr.
(7) Includes 733 shares owned by Martha Frye Baker; 733 shares
owned by Mary Cameron Baker; 733 shares owned by Julia Elizabeth
Baker; and 733 shares owned by Samuel McDonald Baker, as to which
Thompson S. Baker II disclaims any beneficial interest.
(8) Includes 100 shares owned by the spouse of Mr. Fichthorn as
to which he disclaims any beneficial interest.
(9) Includes 3,490 shares held by Francis X. Knott as custodian
as to which Mr. Knott has sole voting and dispositive power but as
to which he disclaims any beneficial interest.
INDEPENDENT AUDITORS
The Audit Committee with the approval of the Board of Directors
has selected Deloitte & Touche LLP as independent certified public
accountants to examine the consolidated financial statements of
the Company for fiscal 2001. Representatives of Deloitte & Touche
LLP are expected to be present at the shareholders' meeting with
the opportunity to make a statement if they so desire and will be
available to respond to appropriate questions.
SHAREHOLDER PROPOSALS
Proposals of shareholders intended to be included in the Company's
proxy statement and form of proxy relating to the 2002 Annual
Meeting must be delivered in writing to the principal executive
offices of the Company no later than August 17, 2001. The
inclusion of any proposal will be subject to the applicable rules
of the Securities and Exchange Commission.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's executive officers, directors and beneficial owners of
10% or more of the Company's outstanding common stock to file
initial reports of ownership and reports of changes in ownership
with the Securities and Exchange Commission, The NASDAQ Stock
Market and the Company. Based solely on a review of the copies of
such forms furnished to the Company and written representations
from the Company's executive officers and directors, the Company
believes all persons subject to these reporting requirements filed
the required reports on a timely basis, except for David H.
deVilliers Jr. Mr. DeVilliers filed a Form 4 for September, 2000
eight days late on the sale of 1,000 shares of the Company's
stock.
COST OF SOLICITATION
The cost of solicitation of proxies will be borne by the Company,
including expenses in connection with the preparation and mailing
of this proxy statement. The Company will reimburse brokers and
nominees their reasonable expenses for sending proxy material to
principals and obtaining their proxies. In addition to
solicitation by mail, proxies may be solicited in person or by
telephone or other electronic means by directors, officers and
other employees of the Company.
OTHER MATTERS
The Board of Directors does not know of any other matters to come
before the meeting. However, if any other matters come before the
meeting, the persons named in the enclosed form of proxy or their
substitutes will vote said proxy in respect of any such matters in
accordance with their best judgment pursuant to the discretionary
authority conferred thereby.
BY ORDER OF THE BOARD OF DIRECTORS
December 20, 2000 James B. Shephard
Secretary
PLEASE RETURN THE ENCLOSED FORM OF PROXY,
DATED AND SIGNED, IN THE ENCLOSED ADDRESSED
ENVELOPE, WHICH REQUIRES NO POSTAGE.
SHAREHOLDERS MAY RECEIVE WITHOUT CHARGE A COPY OF PATRIOT
TRANSPORTATION HOLDING, INC.'S ANNUAL REPORT TO THE SECURITIES AND
EXCHANGE COMMISSION ON FORM 10-K INCLUDING THE FINANCIAL
STATEMENTS AND THE FINANCIAL STATEMENT SCHEDULES BY WRITING TO THE
TREASURER AT POST OFFICE BOX 45243, JACKSONVILLE, FLORIDA 32232.
APPENDIX
PATRIOT TRANSPORTATION HOLDING, INC.
AUDIT COMMITTEE CHARTER
1. PURPOSE. The primary function of the Audit Committee (the
"Committee") of Patriot Transportation Holding, Inc. (the
"Company") is to monitor management's and the independent
auditor's participation in the financial reporting process and to
otherwise review and evaluate the audit efforts and independence
of the independent accountants.
2. COMPOSITION.
A. The Committee shall be comprised of three or more independent
directors as determined by the Company's Board of Directors (the
"Board").
B. Each member of the Committee shall be, in the opinion of the
Board, able to read and understand financial statements, and at
least one member must have financial sophistication derived from
past employment experience in finance or accounting, requisite
professional certification in accounting, or other comparable
experience or background. No member of the Committee shall have
any relationship to the Company that might interfere with such
member's independence from the Company and its management. In
addition, the following restrictions shall apply to every member
of the Committee:
(i) No individual who is either an employee or executive officer
of the Company or any of its affiliates (or an immediate family
member of an employee or executive officer of the Company) may
serve on the Committee until at least three (3) years following
the termination of such person's employment; and
(ii) No individual may accept compensation from the Company or
its affiliates in excess of $60,000 during the previous fiscal
year except for compensation relating to board service,
retirement, plan benefits, or non-discretionary compensation;
(iii) No individual who is either a partner, controlling
shareholder, or an executive officer of any for-profit business to
which the Company made, or from which it received, payments (other
than payments which arose solely from investments in its
securities) that exceeded the greater of five percent of the
organization's consolidated gross revenues for that fiscal year or
$200,000.00 in any of the past three (3) years; and
(iv) No individual may serve on the Committee if such person is
employed as an executive of another corporation whose compensation
committee includes any of the executive officers of the Company.
The members of the Committee shall be subject to such further or
different restrictions and requirements for qualification as may
be required from time to time by the Securities and Exchange
Commission and any stock exchange which lists the Company's
securities.
C. The members of the Committee shall be elected by the Board at
the annual meeting of the Board or until their successors shall be
duly elected and qualified. Term of membership of the Committee
is at the discretion of the Board, but maintenance of continuity
while bringing a fresh perspective is to be considered. Unless a
Chair is elected by the full Board, the members of the Committee
may designate a Chair by majority vote of the full membership.
3. MEETINGS. The Committee shall meet at least twice annually,
or more frequently as circumstances dictate.
4. RESPONSIBILITIES AND DUTIES. To fulfill its responsibilities
and duties the Committee shall:
A. Documents/Report Review
(i) Review and update this Charter periodically, at least
annually, as conditions dictate.
(ii) Discuss with management any significant issues raised by the
independent accountants with respect to the quality of the
Company's accounting principles and financial reporting processes.
(iii) Cause the Company's independent accountants to review,
prior to filing, any interim financial statements of the Company
to be included in its quarterly reports on Form 10-Q.
(iv) Prepare and submit an audit committee report to be set forth
in the Company's proxy statement which sets forth whether:
(a) the Committee has reviewed and discussed the Company's
audited financial statements with management;
(b) the Committee has discussed with its independent accountants
the matters required to be discussed by SAS 61; and
(c) the Committee has received written disclosures and a letter
from its independent accountants required by ISB Standard No. 1
and has discussed with its accountants the accountants'
independence; and
(d) the Committee's recommendation to the Company's Board that
the audited financial statements be included in the Company's
annual report on Form 10-K.
(v) Cause the Company to disclose in its proxy statements whether
the Committee members are independent, the standard used in making
such determination, and disclosure of information regarding any
member of the Committee who is not independent.
B. Independent Accountants.
(i) Have the authority and responsibility with the Board for
the selection and evaluation of the Company's independent
accountants and the selection and appointment of their successors.
The Company's independent accountants ultimately shall be
accountable to the Committee and the Board.
(ii) Recommend to the Board the selection of the independent
accountants. The Committee shall require the Company's
independent accountants to prepare and submit to the Committee on
a periodic basis a formal written statement delineating all
relationships or services between said independent accountants and
the Company. The Committee shall review and discuss all
relationships disclosed by the Company's independent accountants
which may impact upon their objectivity and independence and shall
be responsible for recommending to the Company's Board any
appropriate action to ensure the independence of such accountants.
(iii) Review the performance of the independent accountants
and approve any proposed discharge of the independent accountants
when circumstances warrant.
C. Ethical and Legal Compliance
(i) Perform any other activities consistent with this
Charter, the Company's Bylaws and governing law as the Committee
or the Board deem necessary or appropriate.
(ii) Cause the Company to disclose in its proxy statements
whether the Committee has adopted and the Board has approved a
written charter for the Committee and, if applicable, include a
copy of such charter as an appendix to the Company's proxy
statements at least once every three years.
The foregoing Charter of the Audit Committee of the Board of
Directors of Patriot Transportation Holding, Inc., a Florida
corporation, was adopted by the Audit Committee on the 3rd day of
May, 2000 and approved by the Board of Directors on the 3rd day of
May, 2000.
PATRIOT TRANSPORTATION HOLDING, INC.
By s/James B. Shephard_____
Print James B. Shephard______
Its Secretary
PATRIOT TRANSPORTATION HOLDING, INC.
PROXY SOLICITED BY BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS CALLED FOR FEBRUARY 7, 2001
The undersigned hereby appoints Edward L. Baker and John D.
Baker II, or either of them, the attorneys, agents and proxies of
the undersigned with full power of substitution to vote all the
shares of common stock of Patriot Transportation Holding, Inc.
which the undersigned is entitled to vote at the Annual Meeting of
Shareholders of the Company to be held at the general offices of
the Company, 155 East 21st Street, Jacksonville, Florida on
February 7, 2001 at 2 o'clock in the afternoon, and all
adjournments thereof, with all the powers the undersigned would
possess if then and there personally present. Without limiting
the general authorization and power hereby given, the above
proxies are directed to vote as instructed on the matters below:
1. To approve the award of non-discretionary stock options
pursuant to the Company's 2000 Stock Option Plan for 1,000 shares
to each non-employee director of the Company for attendance at
each regular Board of Directors' meeting
/ / FOR / / AGAINST
2. / / FOR the nominees listed / / WITHHOLD AUTHORITY
below (except as marked to vote for all
to the contrary below) nominees listed
below
John E. Anderson, David H. deVilliers Jr., Radford D. Lovett
To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided.
3. To transact such other business as may properly come
before the meeting or any adjournments thereof.
The undersigned hereby revokes any proxy heretofore given
with respect to said stock, acknowledges receipt of the Notice and
the Proxy Statement for the meeting accompanying this proxy, each
dated December 20, 2000 and authorizes and confirms all that the
said proxies or their substitutes, or any of them, may do by
virtue hereof.
Dated:________________________
______________________________
Signature
______________________________
Signature, if held jointly
IMPORTANT: Please date this proxy and sign exactly as your name
or names appear(s) hereon. If the stock is held jointly,
signatures should include both names. Personal representatives,
trustees, guardians and others signing in a representative
capacity should give full title. If you attend the meeting you
may, if you wish, withdraw your proxy and vote in person.
PLEASE RETURN PROMPTLY IN THE ACCOMPANYING ENVELOPE.