PATRIOT TRANSPORTATION HOLDING, INC.
1801 Art Museum Drive, Jacksonville, Florida 32207
---------------------------
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 6, 2002 at 155 East 21st Street,
Jacksonville, Florida 32206, for the following purposes, as more
fully described in the attached proxy statement:
(1) To elect three directors to serve for a term of four
years; and
(2) 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
10, 2001 are entitled to vote at the annual meeting or any
adjournment or adjournments thereof.
BY ORDER OF THE BOARD OF DIRECTORS
December 28, 2001 /s/ Ray M. Van Landingham
------------------------------
Assistant 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.
1801 Art Museum Drive, Jacksonville, Florida 32207
PROXY STATEMENT
ANNUAL MEETING - FEBRUARY 6, 2002
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 6, 2002 at 2 o'clock in the afternoon, local time, and
any adjournments thereof, at 155 East 21st Street, Jacksonville,
Florida 32206. 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 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 28, 2001.
VOTING PROCEDURES
The holders of record of common stock at the close of
business on December 10, 2001, may vote at the meeting. On such
date there were outstanding 3,140,066 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 ("FBCA"),
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 the FBCA 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. 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 2006 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 voting shareholder. If any of the nominees named
should become unavailable for
2
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 2002 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.
Class IV - Nominees for Terms Expiring in 2006
Name and Principal Director
Occupation Age Since Other Directorships
- ------------------ --- -------- -------------------
Edward L. Baker 66 1988 Florida Rock
Chairman of the Board of Industries, Inc.
the Company and of Florida
Rock Industries, Inc.
Thompson S. Baker II 43 1994 Florida Rock
Vice President of Florida Industries, Inc.
Rock Industries, Inc.
Martin E. Stein, Jr. 49 1992 Regency Centers
Chairman and Chief Corporation
Executive Officer of Stein Mart, Inc.
Regency Centers Corporation The Regency Group, Inc.
(a commercial real estate
services firm)
Directors Continuing in Office After the 2002 Annual Meeting
Class I - Terms Expiring in 2003
Name and Principal Age Director
Occupation Since Other Directorships
- ------------------- --- --------- -------------------
Francis X. Knott 56 1989 Florida Rock
Chairman of Partners Industries, Inc.
Management Co., LLC and
Partners Realty Trust, Inc.
(a real estate management
enterprise)
3
Name and Principal Age Director
Occupation Since Other Directorships
- ------------------ --- -------- -------------------
James H. Winston 68 1992 Stein Mart, Inc.
President of LPMC of Jax, Winston Hotels, Inc.
Inc. (an investment real
estate firm); President of
Omega Insurance Company
Robert H. Paul III 67 1992
Chairman of the Board,
President and
Chief Executive Officer of
Southeast-Atlantic Beverage
Corporation (a manufacturer
of soft drink products)
Class II - Terms Expiring in 2004
Name and Principal Age Director
Occupation Since Other Directorships
- ------------------ --- -------- -------------------
John D. Baker II 53 1988 Florida Rock Industries, Inc.
President and Chief Hughes Supply, Inc.
Executive Officer of Wachovia Corporation
Florida Rock Industries,
Inc.
Luke E. Fichthorn III 60 1989 Florida Rock Industries, Inc.
Partner in Twain Associates Bairnco Corporation
(a private investment
banking firm); Chairman
of the Board and Chief
Executive Officer
of Bairnco Corporation
(manufacturer)
4
Class III - Terms Expiring in 2005
Name and Principal Age Director
Occupation Since Other Directorships
- ------------------ --- -------- -------------------
John E. Anderson 56 1989
President and Chief
Executive
Officer of the Company
David H. deVilliers, Jr. 50 1993
Vice President of the
Company
All of the directors have been employed in their respective
positions for the past five years.
Edward L. Baker and John D. Baker II are brothers. Thompson
S. Baker II is the son of Edward L. Baker.
Please 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, 2001,
the Company's Board of Directors held five meetings. Directors
who are not employees of the Company are paid fees of $10,000
annually and $1,000 per directors' meeting attended and granted
the award of options for 1,000 shares for each regular board
meeting attended. These options have a term of ten years, have an
exercise price equal to the fair market value on the date of
grant and are immediately exercisable. Members of the Company's
Audit and Compensation Committees receive $300 and the Chairman
of each Committee receives $500 for each Committee meeting
attended. Please see the information under the caption
"Executive Compensation" for information about the compensation
of directors that are also Company employees.
Executive Committee. The Executive Committee is comprised
of 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 2001 the Executive
Committee held no formal meetings, but acted on various
resolutions by unanimous written consents.
Audit Committee. Messrs. Fichthorn, Knott, and Winston
serve on the Audit Committee. 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
5
charged by the independent auditors. The Committee also reviews
the scope and results of internal audits. The Audit Committee adopted
a written charter during fiscal 2000 that was attached as an
appendix to the proxy statement for last year's annual meeting
of the shareholders. Pursuant to the Audit Committee Charter, the
Board of Directors has determined 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
determinations, 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 2001, the
Audit Committee held two meetings.
Compensation Committee. The Compensation Committee consists
of Messrs. Fichthorn, 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 2001 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 Messrs. Paul Stein, Jr. and
Winston, who each attended 60% of the meetings.
AUDIT COMMITTEE REPORT
With respect to the Company's fiscal year ended September
30, 2001, the Audit Committee of the Board of Directors (a) has
reviewed and confirmed the Audit Committee Charter, a copy of which
was published in last year's proxy statement for the 2001 annual
meeting of the shareholders; (b) has reviewed and discussed the
Company's audited financial statements for fiscal 2001 with
management; (c) 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); (d) 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 (e) has recommended to the Board of
Directors that the Company's fiscal 2001 audited financial
statements be included in the Company's annual report on Form 10-
K.
Submitted by: Luke E. Fichthorn, III, Chairman
Frances X. Knott
James H. Winston
Members of the Audit Committee
6
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 five
other most highly compensated executives who served in such
capacities during fiscal 2001.
Long Term Compensation
----------------------
Annual Compensation(1) Awards Payouts (2)
---------------------- ------ -----------
Securities
Under- 1998 1999 2000 All Other
Name and Salary Bonus Lying to to to
Compensation
Principal Position Year ($)(3) ($)(3) Options 2000 2001 2002 ($)(4)
- -------------------------------------------------------------------------------
- -
John E. Anderson 2001 314,250 -0- -0- N/A N/A N/A 5,245
President 2000 309,000 74,880 -0- 87,110 58,000 30,000 4,800
1999 297,500 60,000 -0- -0- -0- -0- 4,800
David H. 2001 237,500 240,000 -0- N/A N/A N/A 4,525
deVilliers, Jr. 2000 222,500 138,000 -0- 97,800 72,000 40,000 4,800
Vice President 1999 195,000 80,000 -0- -0- -0- -0- 4,978
Ish Copley 2001 142,389 -0- -0- N/A N/A N/A 4,948
President of 2000 137,897 25,066 -0- 4,084 -0- -0- 4,800
SunBelt 1999 135,356 25,334 -0- -0- -0- -0- 4,240
Transport, Inc.
John R. Mabbett, 2001 167,275 63,038 -0- N/A N/A N/A 4,800
III, President 2000 163,600 -0- -0- -0- -0- -0- 4,800
of Florida Rock 1999 159,140 -0- -0- -0- -0- -0- 4,900
& Tank Lines, Inc.
Ray Van 2001 116,241 14,000 N/A N/A N/A N/A 4,314
Landingham(5)
Vice President
Finance and
Administration
and Chief
Financial
Officer
James B. 2001 141,346 -0- -0- N/A N/A N/A 26,740
Shepherd (6) 2000 198,846 -0- -0- N/A N/A N/A -0-
Former Vice 1999 94,850 -0- -0- N/A N/A N/A -0-
President
and Secretary
7
(1) Columns relating to "other annual compensation," and
"restricted stock awards" have been omitted because no
compensation required to be reported in such columns was
awarded to, earned by, or paid to the named executives during
the periods covered by such columns. Non-cash perquisites are
not disclosed in this table because the aggregate value does
not exceed the lesser of $50,000 or 10% of total annual salary
and bonus of each individual.
(2) The amounts in these columns represent payments under
the Company's performance unit plan which allowed participants
to earn cash bonuses if three year performance goals were
met. This long-term bonus plan was terminated effective at
the end of fiscal 2000, and all amounts accrued under the
plan were paid as a bonus to participants. Payments shown
for plan years 1999 to 2001 and plan years 2000 to 2002
represent pro-rata amounts earned under each plan.
(3) The amounts in this column include (a) salary and bonus
deferred at the executive's election under the Company's
Profit Sharing and Deferred Earnings Plan and (b) bonuses
which are accrued in the year earned and paid in the
following year.
(4) Amounts shown in this column represent the Company's
contribution on behalf of the named executive officer to the
Company's Profit Sharing and Deferred Earnings Plan. In
addition, the amount shown for Mr. Shepherd includes
severance payments of $23,077 paid or earned at September 30,
2001.
(5) Mr. Van Landingham joined the Company in November 2000
and became Chief Financial Officer on January 1, 2001.
(6) Mr. Shepherd, who was the initial president, serving as
such through March of 2001, of the Company's third-party agent/
owner-operator transportation subsidiary, Patriot Transportation
Inc., left the Company with announcement of the closure of that
subsidiary in August 2001.
Option Grants In Last Fiscal Year
No stock options were granted to the executive officers
named in the Summary Compensation Table during the fiscal year
ended September 30, 2001.
8
Option Exercises and Fiscal Year-End Values
The following table shows information with respect to stock
options exercised during the fiscal year ended September 30, 2001
and the number and value of unexercised options held by each
executive officer named in the Summary Compensation Table who holds options.
Number of Unexercised Value of Unexercised In-
Options at The-Money Options
September 30, 2001 at September 30, 2001(1)
---------------------- -----------------------
Shares Unexer- Unexer-
Acquired on Value Exercisable cisable Exercisable cisable
Name Exercise(1) Realized($) # # $ $
- ----- ----------- ---------- ----------- ------ ----------- --------
- -
John E.
Anderson -- -- 25,000 -- -- --
David H.
DeVilliers, Jr. -- -- 15,000 -- -- --
Ish Copley -- -- 25,000 -- -- --
John R.
Mabbett IIII -- -- 15,000 -- -- --
(1) The closing price of the Company's common stock as reported
on The NASDAQ Stock Market on September 28, 2001 was $17.03,
which was less than the exercise price for each option held
by the named executive officers. Accordingly, all of the
options held by the named executive officers were "out of
the money" as of the end of the 2001 fiscal year.
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.
9
The annual retirement benefit levels in effect at September 30,
2001 were:
John E. Anderson $157,500
David H. deVilliers, Jr. $120,000
John R. Mabbett III $ 84,050
Other executives named in the Summary Compensation Table are
not eligible to participate in the MSP Plan.
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. For fiscal 201, the Chief
Executive Officer's salary was increased to $314,250 based on
these factors, with no particular weighting, and his performance
in leading the Company and its businesses.
Both of the Company's operating groups, transportation and
real estate, 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. Awards to individuals are
based on their achieving annual predetermined objectives and the
importance and degree of difficulty in achieving those
objectives. Mr. Anderson participates in a similar MIC Plan
whose calculation, purpose and annual cash award eligibility for
performance against predetermined objectives are linked to those
utilized by the Company's transportation and real estate groups. His
maximum individual award may not exceed 100% of base salary. Mr.
Anderson did not receive a cash bonus under the MIC Plan for fiscal 2001.
Certain of the named executive officers have been granted
options in the past. 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
10
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.
Submitted by: Robert H. Paul III, Chairman
Luke E. Fichthorn, III
Martin E. Stein, Jr.
Members of the Compensation Committee
Compensation Committee Interlocks and Insider Participation
Five directors of the Company, Edward L. Baker, John D.
Baker II, Thompson S. Baker II, Luke E. Fichthorn III and Francis
X. Knott, are also directors of Florida Rock Industries, Inc. ("FRI").
Mr. Fichthorn serves on the Company's Compensation Committee. The
five directors own approximately 45.9% of stock of the Company
and 28.5% of the stock of FRI. Accordingly, Edward L. Baker, John
D. Baker II and Thompson S. Baker II, who own approximately 44%
of the stock of the Company and 28% of the stock of FRI, may be
considered to be control persons of both the Company and FRI.
Mr. Fichthorn provided the Company with financial consulting
and other services during fiscal 2001 for which he received
$30,000.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company and FRI routinely are engaged in business
together through the hauling by the Company of construction
aggregates and other products for FRI and the leasing to FRI of
construction aggregates mining and other properties. The Company
has numerous aggregates hauling competitors at all terminal and
mine sites and the rates charged are, accordingly, established by
competitive conditions. Approximately 8.8% of the Company's
revenue was attributed to FRI during fiscal year 2001. In
addition, under an agreement, FRI provides certain management and
related services, including tax, legal, administrative services
to the Company and its subsidiaries. FRI charged the Company
$527,000 for such services in 2001.
In November 2000, after approval by committees of
independent directors of each of the Company and FRI and receipt
of independent appraisals, the Company sold to FRI real
properties near Rome, Georgia and Springfield, Virginia for $2,607,000.
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.
11
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, 1996 and ending on September 30, 2001. The graph assumes
that $100 was invested on September 30, 1996 in the Company's
common stock and in each of the indices and assumes the
reinvestment of dividends.
Index as of September 30
[GRAPH]
1996 1997 1998 1999 2000 2001
---- ---- ---- ---- ---- ----
PATRIOT 100 166 108 116 77 83
NASDAQ-US 100 137 139 228 302 124
NASDAQ-T&T 100 141 105 120 104 98
12
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 Compensation Committee Report, the Audit
Committee Report and Shareholder Return Performance shall not be
incorporated by reference into any such filings.
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. Percentage calculations are based on the outstanding
shares of the Company's common stock on October 31, 2001.
Title of Class Name and Address Amount and Nature of Percentage
Of Beneficial Owner Beneficial Ownership of Class
- -------------- ------------------- -------------------- -----------
Common Baker Holdings, LP 1,061,521 33.8%
Edward L. Baker 120,108 (1) 3.8%
John D. Baker II 209,553 (1) 6.7%
P. O. Box 4667 --------- ----
Jacksonville, FL 32202 1,391,182 44.3%
Common Royce & Associates, Inc. 293,400 (2) 9.3%
1414 Avenue of the Americas
New York, NY 10019
Common Eastabrook Capital Management 239,718 (3) 7.6%
430 Park Avenue
Suite 1810
New York, NY 10022
Common Wellington Management Company 330,400 (4) 10.5%
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 power and
dispositive power over the shares owned by the partnership.
Through pass through entities, each of Edward L. Baker and
John D. Baker II has a pecuniary interest in 353,840 shares.
Ownership is reported as of October 31, 2001. See "Common
Stock Ownership by Directors and Officers" including the
notes thereunder for an aggregation and identification of
other shares beneficially owned by Edward L. Baker and John
D. Baker II.
13
(2) Royce & Associates, Inc. ("Royce"), and Charles M.
Royce reported as of February 5, 2001 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.
(3) Eastabrook 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 14, 2001, shared voting power as to
131,000 shares and shared dispositive power as to 330,400
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 31, 2001 and also includes shares held under options
which are exercisable within 60 days of October 31, 2001.
Name of Amount and Nature of
Beneficial Owner Beneficial Ownership (1) Percentage of Class
---------------- ------------------------ -------------------
John E. Anderson 45,806 1.45%
Edward L. Baker 827,789 (2) 26.32%
John D. Baker II 563,393 (2)(3)(4) 17.91%
Thompson S. Baker II 24,363 *
Ish Copley 25,100 *
David H. deVilliers, Jr. 18,479 *
Luke E. Fichthorn III 23,043 (5) *
Francis X. Knott 8,120 (6) *
John B. Mabbett III 15,000 *
Robert H. Paul III 9,800 *
James Shepherd 400 *
Martin E. Stein, Jr. 45,300 (7) 1.44%
Ray M. Van Landingham -- --
James H. Winston 10,000 *
All Directors and
Officers as a group
(13 people) 1,616,593 49.68%
* Less than 1%
14
(1) The preceding table includes the following shares held
under the Company'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 October 31, 2001.
Shares Under
TRAESOP Shares Under Option
------------ -------------------
John E. Anderson -0- 25,000
Edward L. Baker 2,542 5,000
John D. Baker II 1,549 5,000
Thompson S. Baker II 7 5,000
Ish Copley -0- 25,000
David H. de Villiers, Jr. -0- 15,000
Luke E. Fichthorn III -0- 5,000
Francis X. Knott -0- 4,000
John B. Mabbett III -0- 15,000
Robert H. Paul III -0- 4,000
James Shepherd -0- -0-
Martin E. Stein, Jr. -0- 3,000
Ray M. Van Landingham -0- -0-
James H. Winston -0- 3,000
All directors and
officers as a
Group (13 people) 4,091 114,000
(2) Includes out of the 1,061,521 shares owned by Baker
Holdings, LP, as to which Edward L. Baker and John D. Baker
II have shared voting and investment power, for Edward L.
Baker, 353,840 in which he have a beneficial interest and
353,841 shares in which another person has a beneficial
interest, which 707,681 shares are excluded from the amounts
shown for John D. Baker II; the remaining 353,840 shares in
which John D. Baker II has pecuniary interest are included
in the number of shares shown for John D. Baker II.
(3) Includes 26,191 shares held by the Edward L. Baker
Living Trust and 1,904 shares held directly by Edward L. Baker as
to each of which Edward L. Baker has sole voting power and
sole investment power; 83,639 shares held in trust for the
benefit of children of John D. Baker II as to which Edward
L. Baker has sole voting power and sole investment power but
as to which he disclaims beneficial ownership; 432 shares
held by a trust for which Edward L. Baker is a co-trustee
with SunTrust Bank and to which he has potential income
rights; and 400 shares directly owned by the spouse of
Edward L. Baker as to which he disclaims beneficial
ownership.
(4) Includes 108,665 shares held in the John D. Baker II
Living Trust and 93,639 shares held directly by John D. Baker II
as to each of which John D. Baker II has sole voting power and
sole investment power; and 700 shares directly owned by the
spouse of John D. Baker II as to which he disclaims
beneficial ownership.
(5) Includes 100 shares owned by the spouse of Mr. Fichthorn
as to which he disclaims any beneficial interest.
15
(6) 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.
(7) 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 46.21% interest in the Partnership.
John D. Baker II in 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.
INDEPENDENT AUDITORS
The Audit Committee will select independent certified public
accountants to examine the consolidated financial statements of the
Company for fiscal 2002. Deloitte & Touche has served as the Company's
independent certified public accountants for fiscal 2001. Deloitte &
Touche will be making a proposal to serve as the Company's independent
certified public accountants for fiscal 2002. After the Audit Committee
has considered Deloitte & Touche's proposal, the Audit Committee will submit
its recommendation to the Board of Directors. 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.
Audit Fees:
The aggregate fees billed for professional services rendered for
the audit of the Company's annual financial statements for fiscal
2001 and the reviews of the financial statements included in the
Company's Forms 10-Q for fiscal 2001 were $84,420.
Financial Information Systems Design and Implementation Fees:
No fees were billed for professional services for
financial information systems design and implementation.
All Other Fees:
The aggregate fees billed for professional services rendered
by Deloitte & Touche LLP for fiscal 2001 other than for the
services described in the preceding two paragraphs were
$48,580.
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
16
offices of the Company no later than August 29, 2002.
The inclusion of any proposal will be subject to the applicable
rules of the Securities and Exchange Commission.
Except for shareholder proposals to be included in the Company's
proxy materials, the deadline for nominations for director
submitted by a shareholder is forty days before the next annual
meeting and for other shareholder proposals is November 13, 2002.
Proposals must be sent to the Secretary of the Company at our
principal executive offices. Any notice from a shareholder
nominating a person as director must include certain additional
information as specified in our Articles of Incorporation.
The Company may solicit proxies in connection with next year's
annual meeting which confer discretionary authority to vote on any
shareholder proposals of which the Company does not receive notice
by November 13, 2002.
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 Mr. Van Landingham who failed to file a timely
report upon becoming an executive officer of the Company.
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.
DELIVERY OF DOCUMENTS TO SHAREHOLDERS SHARING AN ADDRESS
The Company may deliver only one annual report or proxy
statement to multiple shareholders sharing an address unless the
shareholder(s) have instructed the Company otherwise. Upon a
shareholder's written or oral request, the Company will deliver a
separate copy of the annual report or proxy statement at a shared
address to which a single copy was delivered. Please write the
Treasurer at Post Office Box 45243, Jacksonville, Florida 32232
or call the Treasurer at (904) 396-5733 if you wish
17
to receive a separate annual report or proxy statement in the future.
You may also write or call the Treasurer at that address or telephone
number to request delivery of a single copy of the annual report
or proxy statement if you are receiving multiple copies of the
annual report or proxy statement at a shared address and would
like only one copy.
BY ORDER OF THE BOARD OF DIRECTORS
December 28, 2001 /s/ Ray M. Van Landingham
--------------------------------
Assistant 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.
18
PATRIOT TRANSPORTATION HOLDING, INC.
PROXY SOLICITED BY BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS CALLED FOR FEBRUARY 6, 2002
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 6, 2002, 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. / / FOR the nominees listed / / WITHHOLD AUTHORITY
below (except as marked to vote for all nominees
to the contrary below) listed below
Edward L. Baker, Thompson S. Baker II and Martin E. Stein, Jr.
To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided.
- -------------------------------------------------------------------
2. To transact such other business as may properly come
before the meeting or any adjournments thereof.
(Continued and to be signed on other side)
- -------------------------------------------------------------------
Shares represented by properly executed and returned proxies will
be voted at the meeting in accordance with the undersigned' directions
or, if no directions are indicated, will be voted 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.
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 28, 2000, and authorizes and confirms all
that the said proxies or their substitutes, or any of them, may
do by virtue hereof.
Dated: ----------------------, 200--
-----------------------------------
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.
Proxy Statement dated December 28, 2001
19