SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 1, 2002
PATRIOT TRANSPORTATION HOLDING, INC.
(Exact name of registrant as specified in its charter)
Florida 0-17554 59-2924957
(State or other (Commission File Number) (IRS Employer
jurisdiction of incorporation) Identification
Number)
1801 Art Museum Drive, Jacksonville, Florida 32207
(Address of principal executive offices)
Registrant's telephone number, including area code (904) 396-5733
The Exhibit Index appears on page 4 of this report.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On May 1, 2002, the Board of Directors of Patriot Transportation Holding, Inc.
(the "Company"), upon recommendation of its Audit Committee, decided not to
engage Deloitte & Touche LLP ("Deloitte & Touche") as the Company's principal
public accountants and engaged PricewaterhouseCoopers LLP
("PricewaterhouseCoopers") to serve as the Company's principal public
accountants for a three year term beginning with fiscal year 2002.
Deloitte & Touche's reports on the consolidated financial statements of the
Company and its subsidiaries for the two most recent fiscal years ended
September 30, 2001 did not contain any adverse opinion or disclaimer of
opinion, nor were they qualified or modified as to uncertainty, audit scope, or
accounting principles.
During the Company's two most recent fiscal years ended September 30, 2001 and
the subsequent interim periods through March 31, 2002, there were no
disagreements between the Company and Deloitte & Touche on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which disagreements, if not resolved to Deloitte & Touche's
satisfaction, would have caused them to make reference to the subject matter of
the disagreement in connection with their reports; and there were no reportable
events as described in Item 304(a)(1)(v) of Regulation S-K.
The Company provided Deloitte & Touche with a copy of the foregoing
disclosures. Attached as Exhibit 16 is a copy of Deloitte & Touche's letter,
dated May 6, 2002, stating its agreement with such statements.
During the Company's two most recent fiscal years ended September 30, 2001 and
the subsequent interim periods through March 31, 2002, the Company did not
consult PricewaterhouseCoopers with respect to the application of accounting
principles to a specified transaction, either completed or proposed, or the
type of audit opinion that might be rendered on the Company's consolidated
financial statements, or any other matters or reportable events as set forth in
Items 304(a)(2)(i) and (ii) of Regulation S-K.
2
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS.
(c) Exhibits.
Exhibit 16 -- Letter from Deloitte & Touche LLP to
the Securities and Exchange Commission dated
May 6, 2002.
Exhibit 99 -- Press release dated May 1, 2002
relating to the replacement of the Company's
principal public accountants.
SIGNATURES
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, 2002 PATRIOT TRANSPORTATION HOLDING, INC.
By: /s/ John E. Anderson
-------------------------------------
John E. Anderson
President and
Chief Executive Officer
3
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
16 Letter from Deloitte & Touche LLP to the
Securities and Exchange Commission dated May 6,
2002.
99 Press Release dated May 1, 2002 relating to the
replacement of the Company's principal public
accountants.
4