SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 14,
2004
PATRIOT TRANSPORTATION HOLDING, INC.
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(Exact name of registrant as specified in its charter)
FLORIDA 0-17554 59-2924957
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(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
1801 Art Museum Drive 32207
Jacksonville, Florida
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (904) 396-5733
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(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.
December 14, 2004
ITEM 7.01. REGULATION FD DISCLOSURE.
Patriot Transportation Holding, Inc. (the "Company"),
maintains a Profit Sharing and Deferred Earnings Plan (the
"Plan") for its employees. Participants in the Plan may direct
their account balances to be invested in a number of different
investment options, including common stock of the Company that is
purchased by the Plan in the open market. The Company recently
learned that the acquisition by the Plan's trustee for the
benefit and at the direction of Plan participants of shares of
Company common stock, as well as the interests of participants in
the Plan, may not have been registered in compliance with
applicable securities laws. In addition, the Plan has not filed
annual reports on Form 11-K. The Plan intends to file its Form
11-K for the fiscal year ended December 31, 2003 in the near
future. The Company intends to file a Form S-8 to register the
acquisition of shares of its common stock by Plan participants in
the near future.
The Company has determined that approximately 1560 shares of
common stock of the Company were transferred to Plan participants
in the last twelve (12) months. The Company may be subject to
claims for rescission of acquisitions of shares of its common
stock under applicable securities laws during the one year period
following the date of acquisition of the shares, the statute of
limitations period that the Company believes may apply to claims
for rescission under applicable federal laws.
The Company may also face penalties in connection with these
matters and could be subject to claims for rescission for
acquisitions prior to the one-year statute of limitations period.
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: December 14, 2004 By: /s/ Ray M. Van Landingham
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Ray M. Van Landingham
Vice President, Finance and
Administration and Chief Financial
Officer