SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): November 10, 2004 PATRIOT TRANSPORTATION HOLDING, INC. - ----------------------------------------------------------------- (Exact name of registrant as specified in its charter) FLORIDA 0-17554 59-2924957 - ------------------------ ----------------- -------------------- (State or other (Commission (I.R.S. Employer jurisdiction File Number) Identification No.) of incorporation) 1801 Art Museum Drive 32207 Jacksonville, Florida - ------------------------------------------------------------ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (904) 396- 5733 - ----------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CRF 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) CURRENT REPORT ON FORM 8-K PATRIOT TRANSPORTATION HOLDING, INC. November 10, 2004 ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. On November 10, 2004, the Company entered into a Revolving Credit Agreement with Wachovia Bank, National Association, as administrative agent, and the participating lenders (the "Revolving Credit Agreement"). The Revolving Credit Agreement replaces the Company's existing revolving credit agreement dated January 9, 2002. The Revolving Credit Agreement establishes a five year revolving credit facility with a maximum facility amount of $37 million, with separate sublimits for swingline loans and standby letters of credit. The revolving credit facility terminates on December 31, 2009. The interest rate and commitment fees vary depending on the consolidated total debt to consolidated total capitalization ratio of the Company. The Revolving Credit Agreement contains certain conditions, affirmative financial covenants and negative covenants. A copy of the Revolving Credit Agreement is attached as Exhibit 10.1. Item 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT. See Item 1.01 Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibit 10.1 Revolving Credit Agreement dated November 10, 2004 with Wachovia Bank, National Association, as administrative agent, and the participating lenders. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report to be signed on its behalf by the undersigned thereunto duly authorized. PATRIOT TRANSPORTATION HOLDING, INC. Date: November 15, 2004 By: /s/ Ray M. Van Landingham ------------------------------- Ray M. Van Landingham Vice President, Finance and Administration and Chief Financial Officer EXHIBIT INDEX Exhibit No. 10.1 Revolving Credit Agreement dated November 10, 2004 with Wachovia Bank, National Association, as administrative agent, and the participating lenders.