________________________________
1801 Art Museum Drive, Suite 300
Jacksonville, Florida 32207
Phone (904) 396-5733
Fax (904) 396-2715
December 23, 2004
Dear Shareholder:
I invite you to attend our Annual Meeting of Shareholders,
which will be held on Wednesday, January 26, 2005, at 2:00 p.m.
at 155 East 21st Street, Jacksonville, Florida.
Details regarding the business to be conducted at the
meeting are described in the accompanying Notice of Annual
Meeting of Shareholders and Proxy Statement. At the meeting, I
will report on the Company's operations and plans. We also will
leave time for your questions.
We hope that you are able to attend the meeting. Whether or
not you plan to attend, it is important that your shares be
represented and voted at the meeting. Therefore, I urge you to
promptly vote and submit your proxy by signing, dating and
returning the enclosed proxy card in the enclosed envelope. If
you decide to attend the annual meeting, you will be able to vote
in person, even if you previously have submitted your proxy.
Thank you for your ongoing support of Patriot Transportation
Holding, Inc.
Sincerely,
John E. Anderson
President and Chief Executive
Officer
2005 ANNUAL MEETING OF SHAREHOLDERS
NOTICE OF ANNUAL MEETING AND PROXY STATEMENT
TABLE OF CONTENTS
Notice of Annual Meeting of Shareholders ii
Proxy Statement 1
Corporate Governance 4
Board Structure and Committee Membership 5
Nominating Process 8
Director Compensation 9
Director Attendance at Annual Meetings of Shareholders 10
Proposal No. 1 - Election of Directors 10
Shareholder Return Performance 12
Executive Compensation 14
Compensation Committee Report 17
Compensation Committee Interlocks and Insider Participation 18
Certain Relationships and Related Transactions 18
Common Stock Ownership of Certain Beneficial Owners 19
Common Stock Ownership by Directors and Officers 19
Audit Committee Report 21
Independent Auditor 22
Shareholder Proposals 23
Section 16(a) Beneficial Ownership Reporting Compliance 23
PATRIOT TRANSPORTATION HOLDING, INC.
1801 Art Museum Drive, Jacksonville, Florida 32207
--------------------------------------------------
NOTICE OF
ANNUAL MEETING OF SHAREHOLDERS
TIME AND DATE 2:00 p.m. on Wednesday, January 26, 2005
PLACE 155 East 21st Street
Jacksonville, Florida
ITEMS OF BUSINESS (1) To elect two directors to a
4 year term and one director
to a 3 year term.
(2) To transact such other business
as may properly come before the
Annual Meeting and any
adjournment or postponement.
RECORD DATE You are entitled to vote if you
were a shareholder of record at the
close of business on Monday,
December 6, 2004.
ANNUAL REPORT Our 2004 Annual Report, which is
not part of the proxy soliciting
materials, is enclosed.
PROXY VOTING Please submit a proxy as soon as
possible so that your shares can be
voted at the meeting in accordance
with your instructions. If you
attend the meeting, you may
withdraw your proxy and vote in
person.
BY ORDER OF THE BOARD OF DIRECTORS
Ray M. Van Landingham
Secretary
This Proxy Statement and Proxy Card are being distributed on or
about December 23, 2004.
PROXY STATEMENT
The Board of Directors (the "Board") of Patriot
Transportation Holding, Inc. ("Patriot" or the "Company") is
soliciting proxies for the Annual Meeting of Shareholders. You
are receiving a proxy statement because you own shares of Patriot
common stock that entitle you to vote at the meeting. By use of
a proxy, you can vote whether or not you attend the meeting. The
proxy statement describes the matters we would like you to vote
on and provides information on those matters so you can make an
informed decision.
The information included in this proxy statement relates to
proposals to be voted on at the meeting, voting process,
compensation of directors and our most highly paid officers, and
other required information.
Purpose of the Annual Meeting
The purpose of the Annual Meeting is to elect directors and
to conduct the business described in the Notice of Annual
Meeting.
Annual Meeting Admission
You are invited to attend the meeting in person. The meeting
will be held at 2:00 p.m. on Wednesday, January 26, 2005 at 155
East 21st Street, Jacksonville, Florida.
No cameras, recording equipment, electronic devices, large
bags, briefcases, or packages will be permitted in the Annual
Meeting.
Quorum
A quorum is the minimum number of shares required to hold a
meeting. Under Patriot's Bylaws, a quorum requires that a
majority of the outstanding shares of stock entitled to vote at
the meeting be represented in person or by proxy at the meeting.
Both abstentions and broker non-votes are counted as present for
determining the presence of a quorum. Broker non-votes, however,
are not counted as shares present and entitled to be voted with
respect to the matter on which the broker has not voted. Thus,
broker non-votes will not affect the outcome of any of the
matters to be voted on at the Annual Meeting. Generally, broker
non-votes occur when shares held by a broker for a beneficial
owner are not voted with respect to a particular proposal because
(1) the broker has not received voting instructions from the
beneficial owner and (2) the broker lacks discretionary voting
power to vote such shares.
Shareholders Entitled to Vote
Each share of our common stock outstanding as of the close
of business on December 6, 2004, the record date, is entitled to
one vote at the Annual Meeting on each matter properly brought
before the meeting. As of that date, there were 2,929,075 shares
of common stock issued and outstanding.
Many Patriot shareholders hold their shares through a
stockbroker, bank, trustee, or other nominee rather than directly
in their own name. As summarized below, there are some
distinctions between shares held of record and those owned
beneficially:
* SHAREHOLDER OF RECORD - If your shares are registered
directly in your name with Patriot's Transfer Agent, Wachovia
Bank, N.A., you are considered the shareholder of record of
those shares and these proxy materials are being sent
directly to you by
Patriot. As the shareholder of record, you have the right to
grant your voting proxy directly to Patriot or to vote in person
at the meeting.
* BENEFICIAL OWNER - If your shares are held in a stock
brokerage account, by a bank, trustee, or other nominee, you are
considered the beneficial owner of shares held in street name and
those proxy materials are being forwarded to you by your broker,
trustee, or nominee who is considered the shareholder of record
of those shares. As the beneficial owner, you have the right to
direct your broker, trustee or nominee on how to vote and are
also invited to attend the meeting. However, since you are not
the shareholder of record, you may not vote these shares in
person at the meeting. Your broker, trustee, or nominee is
obligated to provide you with a voting instruction card for you
to use.
* PROFIT SHARING PLAN AND TRUST - If your shares are held in
your account in the Patriot Transportation Holding, Inc. Profit
Sharing and Deferred Earnings Plan (the "Profit Sharing Plan"),
you are considered the beneficial owner of these shares and the
trustee of the plan is the shareholder of record. Participants
in the Profit Sharing Plan may direct the trustee how to vote the
shares allocated to their account by following the voting
instructions contained on the proxy card. If voting instructions
are not received for shares in the Profit Sharing Plan, those
shares will be voted in the same proportion as the shares in such
plan for which voting instructions are received.
Proposals You Are Asked to Vote On and the Board's Voting Recommendations
At the Annual Meeting, the shareholders will vote to elect
two directors to serve for a four year term and one director to
serve for a three year term. Our Board recommends that you vote
"FOR" each nominee of the Board.
Other than the proposals described in this proxy statement,
the Board is not aware of any other matters to be presented for a
vote at the Annual Meeting. If you grant a proxy, any of the
persons named as proxy holders will have the discretion to vote
your shares on any additional matters properly presented for a
vote at the meeting. If any of our nominees is unavailable as a
candidate for director, the above-named proxy holders will vote
your proxy for another candidate or candidates as may be
nominated by the Board of Directors.
Required Vote
The nominees for election as directors at the Annual Meeting
will be elected by a plurality of the votes cast at the meeting.
This means that the director nominee with the most votes for a
particular slot is elected for that slot. Votes withheld from
one or more director nominees will have no effect on the election
of any director from whom votes are withheld.
All other proposals require the affirmative "FOR" vote of a
majority of those shares present in person or represented by
proxy at the meeting and entitled to vote on the matter. If you
are a beneficial owner and do not provide the shareholder of
record with voting instructions, your shares may constitute
broker non-votes, as described in the section above entitled
"Quorum." In tabulating the voting result for any particular
proposal, shares that constitute broker non-votes will not be
included in vote totals and will have no effect on the outcome of
any vote.
Voting Methods
If you hold shares directly as the shareholder of record,
you may vote by granting a proxy or, if you hold shares
beneficially in street name, by submitting voting instructions to
your broker or nominee. If you own shares beneficially as a
participant in the Profit Sharing Plan, you may vote by
submitting voting instructions to the trustee. Please refer to
the summary instructions included on your proxy card or, for
shares held in street name, the voting instructions card included
by your broker or nominee.
Changing Your Vote
You may change your proxy instructions at any time prior to
the vote at the Annual Meeting. For shares held directly in your
name, you may accomplish this by granting a new proxy or by
voting in person at the Annual Meeting. For shares held
beneficially by you, you may change your vote by submitting new
voting instructions to your broker or nominee.
Counting the Vote
In the election of directors, you may vote "FOR" all of the
nominees or your vote may be "WITHHELD" from one or more of the
nominees. For the other proposals, you may vote "FOR,"
"AGAINST," or "ABSTAIN." If you sign your proxy card or broker
voting instruction card with no further instructions, your shares
will be voted in accordance with the recommendations of the
Board. Shares held in your account in the Profit Sharing Plan
will be voted by the trustee as described in "Shareholders
Entitled to Vote" on page 1.
Results of the Vote
We will announce preliminary voting results at the meeting
and publish final results in our Quarterly Report on Form 10-Q
for the quarter ending March 31, 2005.
Delivery of Proxy Materials
Securities and Exchange Commission rules now allow us to
deliver a single copy of an annual report and proxy statement to
any household at which two or more shareholders reside, if we
believe the shareholders are members of the same family. This
rule benefits both you and the Company. We believe it eliminates
irritating duplicate mailings that shareholders living at the
same address receive and it reduces our printing and mailing
costs. This rule applies to any annual reports, proxy
statements, proxy statements combined with a prospectus, or
information statements. Each shareholder will continue to
receive a separate proxy card or voting instruction card.
Your household may have received a single set of proxy
materials this year. If you prefer to receive your own copy now
or in future years, please request a duplicate set by contacting
Ray M. Van Landingham at (904) 396-5733 Ext. 3269 or by mail at
1801 Art Museum Drive, Jacksonville, Florida 32207.
If a broker or other nominee holds your shares, you may
continue to receive some duplicate mailings. Certain brokers will
eliminate duplicate account mailings by allowing shareholders to
consent to such elimination, or through implied consent if a
shareholder does not request continuation of duplicate mailings.
Since not all brokers and nominees may offer shareholders the
opportunity this year to eliminate duplicate mailings, you may
need to contact your broker or nominee directly to discontinue
duplicate mailings from your broker to your household.
List of Shareholders
The names of shareholders of record entitled to vote at the
Annual Meeting will be available at the Annual Meeting and for
ten days prior to the meeting for any purpose germane to the
meeting, between the hours of 9:00 a.m. and 4:30 p.m., at our
principal executive offices at 1801 Art Museum Drive,
Jacksonville, Florida, by contacting the Secretary of the
Company.
Cost of Proxy Solicitation
Patriot will pay for the cost of preparing, assembling,
printing, mailing, and distributing these proxy materials. In
addition to mailing these proxy materials, the solicitation of
proxies or votes may be made in person, by telephone, or by
electronic communication by our directors, officers, and
employees, who do not receive any additional compensation for
these solicitation activities. We will also reimburse brokerage
houses and other custodians, nominees, and fiduciaries for their
reasonable out-of-pocket expenses for forwarding proxy and
solicitation materials to beneficial owners of stock.
Transfer Agent
Our Transfer Agent is Wachovia Bank, N.A. All
communications concerning shareholders of record accounts,
including address changes, name changes, common stock transfer
requirements, and similar issues can be handled by contacting
Wachovia Bank, N.A. at 1-800-829-8432, or in writing at Wachovia
Bank, N.A., Corporate Trust Client Services NC-1153, 1525 West
W.T. Harris Boulevard - 3C3, Charlotte, NC 28288-1153.
CORPORATE GOVERNANCE
Director Independence
The Board of Directors is committed to good business
practices, transparency in financial reporting and the highest
level of corporate governance.
The Board has determined that a majority of the Board of
Directors are independent of management in accordance with the
NASDAQ listing standards. All of the members of the Audit
Committee, the Compensation Committee and the Nominating and
Corporate Governance Committee are independent directors. In
accordance with NASDAQ listing standards, the Board must
determine that a director has no relationship that, in the
judgment of the Board, would interfere with the exercise of
independent judgment by the director in carrying out his or her
responsibilities. The listing standards specify the criteria by
which the independence of our directors will be determined. The
listing standards also prohibit Audit Committee members from any
direct or indirect financial relationship with the Company, and
restrict commercial relationships of all directors with the
Company. Directors may not be given personal loans or extensions
of credit by the Company, and all directors are required to deal
at arm's length with the Company and its subsidiaries, and to
disclose any circumstances that might be perceived as a conflict
of interest.
The Board of Directors has determined that Messrs.
Commander, Paul, Shad, Stein and Winston are independent under
these standards. None of our directors is an employee of the
Company.
Meetings of Independent Directors
Independent directors regularly meet in executive sessions
without management and may select a director to facilitate the
meeting.
Communication with Directors
The Board of Directors has adopted the following process for
shareholders to send communications to members of the Board.
Shareholders may communicate with the chairs of the Audit,
Compensation, and Nominating and Corporate Governance Committees
of the Board, or with our independent directors, by sending a
letter to the following address: Board of Directors, Patriot
Transportation Holding, Inc., c/o Corporate Secretary, 1801 Art
Museum Drive, Jacksonville, Florida 32207.
Business Conduct Policies
We believe that operating with honesty and integrity has
earned us trust from our customers, credibility within our
communities, and dedication from our employees. Our senior
executive and financial officers are bound by a Financial Code of
Ethical Conduct. In addition, our directors, officers and
employees are required to abide by our Code of Business Conduct
and Ethics to ensure that our business is conducted in a
consistently legal and ethical manner. Our business conduct
policies cover many topics, including conflicts of interest,
protection of confidential information, fair dealing, protection
of the Company's assets and compliance with laws, rules and
regulations.
Employees are required to report any conduct that they
believe in good faith to be an actual or apparent violation of
the business conduct policies. The Audit Committee has adopted
procedures to receive, retain, and treat complaints received
regarding accounting, internal accounting controls, or auditing
matters, and to allow for the confidential and anonymous
submission by employees of concerns regarding questionable
accounting or auditing matters.
The Financial Code of Ethical Conduct and the Code of
Business Conduct and Ethics are available on our Web site at
www.patriottrans.com under Investor Relations - Corporate
Governance.
BOARD STRUCTURE AND COMMITTEE MEMBERSHIP
The Board is divided into four classes serving staggered
four-year terms. The Board has nine directors and the following
four committees: Audit Committee, Compensation Committee,
Nominating and Corporate Governance Committee, and Executive
Committee. The membership during 2004 and the function of each
Committee are described below.
During fiscal 2004, the Board of Directors held five
meetings. The Audit, Compensation, and Nominating and Corporate
Governance Committees held five meetings, three meetings and one
meeting, respectively, since the end of fiscal 2003. During the
fiscal year ended September 30, 2004, the Executive Committee
held one formal meeting, and acted on various resolutions by
unanimous written consents. All of our directors attended at
least 75% of the meetings of the Board and all committees on
which the director served, except for Martin E. Stein, Jr., who
was unable to attend two meetings of the Board due to extenuating
circumstances.
The following chart shows the composition of the committees
of the Board of Directors. Except for the Executive Committee,
each of the committees of the Board is composed exclusively of
independent directors.
<s> <c> <c> <c> <c>
Nominating and
Corporate
Director Audit Compensation Governance Executive
-------- ----- ------------ ---------------- ---------
Edward L. Baker X*
John D. Baker, II X
Charles E. Commander III X X
Robert H. Paul III X X* X
H. W. Shad III X*
Martin E. Stein, Jr. X X*
James H. Winston X
</table>
X - Committee Member * -- Committee Chair
John E. Anderson, the President and CEO of the Company,
serves as an ex officio member of the Executive Committee. H.
Jay Skelton served as the Chairman of the Audit Committee during
fiscal 2004. H.W. Shad III, who joined the Board of Directors
and the Audit Committee on August 4, 2004, replaced Mr. Skelton
as the Chairman of the Audit Committee on October 6, 2004.
Audit Committee
The Audit Committee assists the Board in its oversight of
the Company's accounting and financial reporting processes and
the audit of the Company's financial statements, the integrity of
the Company's financial statements, compliance with legal and
regulatory requirements, and the qualifications, independence,
and performance of the Company's independent auditor. In addition
to other responsibilities, the Audit Committee also:
* Reviews the annual audited and the quarterly consolidated
financial statements;
* Discusses with the independent auditor all critical
accounting policies to be used in the consolidated financial
statements, all alternative treatments of financial information
that have been discussed with management, other material
communications between the independent auditor and management,
and the independent auditor's observations regarding the
Company's internal controls;
* Reviews earnings press releases prior to issuance;
* Appoints, oversees, and approves compensation of the
independent auditor;
* Approves all audit and permitted non-audit services provided
by the independent auditor;
* Reviews findings and recommendations of the independent
auditor and management's response to the recommendations of the
independent auditor; and
* Recommends whether the audited financial statements should
be included in the Company's Annual Report on Form 10-K.
The Board of Directors has determined that all Audit
Committee members are independent and are able to read and
understand financial statements. The Board of Directors also has
determined that the Chair of the Committee, H.W. Shad III,
qualifies as an "audit committee financial expert" within the
meaning of SEC regulations. The charter of the Audit Committee
is available at www.patriottrans.com under Investor Relations.
Compensation Committee
The primary function of the Compensation Committee is to (1)
discharge the responsibilities of the Board of Directors relating
to the compensation of the Company's executive officers, and (2)
prepare an annual report on executive compensation to be included
in the Company's proxy statement. In addition, the Compensation
Committee:
* Reviews and approves the Company's goals and objectives
relevant to the compensation of the Chief Executive Officer
and evaluates his job performance in light of those goals
and objectives;
* Establishes compensation levels, including incentive and
bonus compensation, for the Chief Executive Officer;
* Establishes and determines, in consultation with the Chief
Executive Officer, the compensation levels of other senior
executive officers;
* Reviews, periodically, with the Chairman and the Chief
Executive Officer the succession plans for senior executive
officers and makes recommendations to the Board regarding the
selection of individuals to occupy these positions; and
* Administers the Company's stock option plans.
The charter of the Compensation Committee is available at
www.patriottrans.com under Investor Relations.
Nominating and Corporate Governance Committee.
Under its Charter, the principal functions of the Nominating
and Corporate Governance Committee are to (1) identify
individuals who are qualified to serve on the Company's Board of
Directors, (2) recommend for selection by the Board of Directors
the director nominees for the next annual meeting of the
shareholders, (3) review and recommend to the Board changes to
the corporate governance practices of the Company, and (4)
oversee the annual evaluation of the Board. In addition, the
Nominating and Corporate Governance Committee establishes
criteria for Board membership.
The charter of the Nominating and Corporate Governance
Committee is available at www.patriottrans.com under Investor
Relations.
Executive Committee
Edward L. Baker, John D. Baker II and John E. Anderson (ex
officio) comprise the Executive Committee. To the extent
permitted by law, the Executive Committee exercises the powers of
the Board between meetings of the Board of Directors. During the
fiscal year ended September 30, 2004, the
Executive Committee held one formal meeting and acted on various
resolutions by unanimous written consents.
NOMINATING PROCESS
Role of the Nominating and Corporate Governance Committee in the
Nominating Process
The Nominating and Corporate Governance Committee
("Committee") identifies individuals that the Committee believes
are qualified to become Board members in accordance with the
Director Qualifications Standards set forth below, and recommends
selected individuals to the Board for nomination to stand for
election at the next meeting of shareholders of the Company in
which directors will be elected. In the event there is a vacancy
on the Board between meetings of shareholders, the Committee
identifies individuals that the Committee believes are qualified
to become Board members in accordance with the Director
Qualifications Standards set forth below, and recommends one or
more of such individuals for appointment to the Board.
Nominees Proposed by Shareholders for Consideration by the
Committee
The Committee will consider properly submitted shareholder
nominees for candidates for membership on the Board of Directors.
Shareholders proposing individuals for consideration by the
Committee must include at least the following information about
the proposed nominee: the proposed nominee's name, age, business
or residence address, principal occupation or employment, and
whether such person has given written consent to being named in
the proxy statement as a nominee and to serving as a director if
elected. Shareholders should send the required information about
the nominee to:
Corporate Secretary
Patriot Transportation Holding, Inc.
1801 Art Museum Drive
Jacksonville, Florida 32207
In order for an individual proposed by a stockholder to be
considered by the Committee for recommendation as a Board nominee
for the annual meeting of shareholders to be held in early 2006,
the Corporate Secretary must receive the proposal no later than 5
p.m. Eastern time on September 30, 2005. Such proposals must be
sent via registered, certified, or express mail (or other means
that allows the shareholder to determine when the proposal was
received by the Company). The Corporate Secretary will send
properly submitted shareholder proposed nominations to the
Committee Chair for consideration at a future Committee meeting.
Individuals proposed by shareholders in accordance with these
procedures will receive the same consideration that individuals
identified to the Committee through other means receive.
Nominations by Shareholders at Annual Meeting
The Company's Articles of Incorporation provide that only
persons who are nominated in accordance with the procedures set
forth in the Articles of Incorporation shall be eligible for
election as directors by the shareholders. Under the Articles of
Incorporation, directors may be nominated, at a meeting of
shareholders at which directors are being elected, by (1) the
Board of Directors or any committee or person authorized or
appointed by the Board of Directors, or (2) by any shareholder
who is entitled to vote for the election of directors at the
meeting and who complies with certain notice procedures. These
notice procedures require that the nominating shareholder make
the nomination by timely notice in writing to the Secretary of
the Company. To be timely, the notice must be received at the
principal executive offices of the Company not less than forty
(40) days prior to the meeting except that,
if less than fifty (50) days' notice or prior public disclosure of
the date of the meeting is given to shareholders, the notice must be
received no later than ten (10) days after the notice of the date of
the meeting was mailed or such public disclosure was made. The
notice must contain certain prescribed information about the
proponent and each nominee, including such information about each
nominee as would have been required to be included in a proxy
statement filed pursuant to the rules of the Securities and
Exchange Commission had such nominee been nominated by the Board
of Directors.
Director Qualifications Standards
The Committee has established the following standards and
qualifications for members of the Board of Directors:
* Each director shall at all times represent the interests of
the shareholders of the Company.
* Each director shall at all times exhibit high standards of
integrity, commitment and independence of thought and judgment.
* Each director shall dedicate sufficient time, energy and
attention to ensure the diligent performance of his or her
duties, including attending shareholder meetings and meetings of
the Board and Committees of which he or she is a member, and by
reviewing in advance all meeting materials.
* The Board shall meet the applicable standards of
independence from the Company and its management.
* The Board shall encompass a range of talent, skill and
expertise sufficient to provide sound and prudent guidance with
respect to all of the Company's operations and interests.
Identification, Evaluation and Selection of Nominees
In the event the Committee recommends an increase in the
size of the Board or a vacancy occurs, the Committee may consider
qualified nominees from several sources, including current Board
members, search firms, and nominees recommended by shareholders
and other persons. The Committee may from time to time retain a
search firm to help the Committee identify qualified director
nominees for consideration by the Committee. The Committee
evaluates qualified director nominees against the current
Director Qualifications Standards described above and reviews
qualified director nominees with the Board. The Committee and
the Chairman of the Board interview candidates that meet the
Director Qualifications Standards, and the Committee selects
nominees that best suit the Board's current needs and recommends
one or more of such individuals for appointment to the Board.
DIRECTOR COMPENSATION
Directors who are not employees of the Company or its
subsidiaries are paid annual fees of $10,000 plus $1,000 for each
directors' meeting attended and are granted options to purchase
1,000 shares of the Company's common stock for each regularly
scheduled directors' meeting attended. These options have a term
of ten years, have an exercise price equal to the fair market
value of the underlying shares on the date of grant and are
immediately exercisable. The Chairman of the Audit Committee is
paid an annual fee of $10,000, and the other members of the Audit
Committee are paid an annual fee of $5,000,
but no additional fees are paid for attendance at the four
regularly scheduled Audit Committee meetings. However, the Chairman
is paid $500 and the other members are paid $300 for each additional
Audit Committee meeting attended. Members of all other committees are
paid $300, and the Chairman of all other committees are paid $500
for each committee meeting attended.
DIRECTOR ATTENDANCE AT ANNUAL MEETINGS OF SHAREHOLDERS
The Company's policy is that our directors are expected to
attend the Annual Meeting of Shareholders unless extenuating
circumstances prevent them from attending. All directors
attended last year's Annual Meeting of Shareholders, except for
Martin E. Stein, Jr., and James H. Winston, who were unable to
attend due to extenuating circumstances.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
Under our 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. We have listed below two nominees in Class III to be re-
elected and one nominee in Class II to be re-elected. Class II
Directors will hold office until the 2008 annual meeting, and
Class III directors will hold office until the 2009 annual
meeting. Your proxy will be voted for the election of the
persons nominated unless you indicate otherwise. 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 this annual meeting of
shareholders. 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 III - Nominees for Terms Expiring in 2009
- ------------------------------------------------
<s> <c> <c> <c>
DIRECTOR OTHER
NAME AND PRINCIPAL OCCUPATION AGE SINCE DIRECTORSHIPS
- ----------------------------- --- -------- --------------
Charles E. Commander III 64 2004
Partner with Foley & Lardner
(a law firm)
Edward L. Baker 69 1988 Florida Rock Industries, Inc.
Chairman of the Board of the
Company and of Florida Rock
Industries, Inc.
Class II - Nominee for Term Expiring in 2008
- --------------------------------------------
DIRECTOR OTHER
NAME AND PRINCIPAL OCCUPATION AGE SINCE DIRECTORSHIPS
- ----------------------------- --- -------- -------------
H. W. Shad III 58 2004
Principal, Mike Shad, P.L.
(a business valuation
and management consulting
firm)
</table>
DIRECTORS CONTINUING IN OFFICE AFTER THE 2005 ANNUAL MEETING
Class IV - Terms Expiring in 2006
- ---------------------------------
<s> <c> <c> <c>
DIRECTOR OTHER
NAME AND PRINCIPAL OCCUPATION AGE SINCE DIRECTORSHIPS
- ----------------------------- --- -------- -------------
Thompson S. Baker II 46 1994 Florida Rock Industries, Inc.
Vice President of Florida
Rock Industries, Inc.
Martin E. Stein Jr. 52 1992 Regency Centers Corporation
Chairman and Chief Executive Stein Mart, Inc.
Officer of Regency Centers
Corporation (a commercial
real estate services firm)
Class I - Terms Expiring in 2007
- --------------------------------
DIRECTOR OTHER
NAME AND PRINCIPAL OCCUPATION AGE SINCE DIRECTORSHIPS
- ----------------------------- --- -------- -------------
James H. Winston 71 1992 Stein Mart, Inc.
President of LPMC of Jax, Winston Hotels, Inc.
Inc. (an investment real
estate firm); President of
Omega Insurance Company;
President of Citadel Life &
Health Insurance Co.
Robert H. Paul III 70 1992
Chairman of the Board of
Southeast-Atlantic Beverage
Corporation (a manufacturer
of soft drink products)
Class II - Nominees for Terms Expiring in 2008
- ----------------------------------------------
DIRECTOR OHTER
NAME AND PRINCIPAL OCCUPATION AGE SINCE DIRECTORSHIPS
- ----------------------------- --- --------- -------------
John D. Baker II 56 1988 Florida Rock Industries, Inc.
President and Chief Executive Hughes Supply, Inc.
Officer of Florida Rock Wachovia Corporation
Industries, Inc.
Luke E. Fichthorn III 63 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)
</table>
All of the nominees and directors have been employed in
their respective positions for the past five years except H.W.
Shad III.
Mr. Shad is the principal of Mike Shad, P.L., a firm that
provides management consulting and business valuation services,
primarily to the retail automobile industry. Prior to forming
this firm, Mr. Shad served as Senior District Vice President to
AutoNation, Inc., an automobile retailer. Prior to joining
AutoNation, Mr. Shad acquired, operated and later sold two
automobile dealerships in Jacksonville, Florida.
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 and
relationships between the Company and Florida Rock Industries,
Inc. ("FRI").
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, 1999 and ending on September 30, 2004. The graph assumes
that $100 was invested on September 30, 1999 in the Company's
common stock and in each of the indices and assumes the
reinvestment of dividends.
CHART OMITTED
Cumulative Total Return
<s> <c> <c> <c> <c> <c> <c>
9/99 9/00 9/01 9/02 9/03 9/04
---- ---- ---- ---- ---- ----
Patriot Transportation Holding, 100.00 67.02 71.90 90.13 125.04 138.72
Inc.
NASDAQ Stock Market (U.S.) 100.00 159.85 56.32 49.18 58.43 65.29
NASDAQ Trucking & 100.00 106.24 103.13 111.12 170.97 188.82
Transportation
</table>
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth information concerning the
compensation of the Company's Chief Executive Officer and the
four other most highly compensated executives who served in such
capacities during the fiscal year ended September 30, 2004.
Annual Long-Term All Other
Compensation Compensation Compensation
(1) Awards ($)(3)
--- ------ ------
<s> <c> <c> <c> <c>
Name and Salary Bonus Securities Under-
Principal Position Year ($)(2) ($)(2) Lying Options
- ------------------------------------------------------------------------------
John E. Anderson 2004 335,380 250,000 -0- 6,500
President 2003 322,667 -0- 15,000 6,000
2002 318,750 128,000 -0- 5,100
David H. deVilliers Jr. 2004 258,345 244,400 -0- 7,149
Vice President 2003 251,835 228,042 15,000 6,257
2002 245,400 197,760 -0- 5,069
Terry S. Phipps (4) 2004 102,885 53,125 10,000 3,087
President of SunBelt
Transportation
Robert E. Sandlin (5) 2004 168,713 72,229 -0- 5,061
President of Florida 2003 149,752 -0- 10,000 5,421
Rock & Tank Lines,
Inc.
Ray M. Van Landingham 2004 138,860 49,798 -0- 4,166
Vice President 2003 133,600 -0- 10,000 4,803
Finance and 2002 129,425 26,500 -0- 4,303
Administration and
Chief Financial
Officer
</table>
(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. Perquisites and
other personal benefits are not disclosed in this table
because the aggregate value does not exceed the lesser of
$50,000 or 10% of total annual salary and bonus of each
individual.
(2) The amounts in this column include (a) salary and bonus
deferred at the executive's election under the Company's
Profit Sharing and Deferred Earnings Plan and (b) bonuses
which are accrued in the year earned and paid in the
following year.
(3) Amounts shown in this column represent the Company's
contribution on behalf of the named executive officer to the
Company's Profit Sharing and Deferred Earnings Plan.
(4) Terry S. Phipps joined SunBelt as Vice President on May 12,
2003 and was appointed President of SunBelt effective April 5,
2004.
(5) Robert E. Sandlin was appointed President of Florida Rock &
Tank Lines, Inc. effective March 1, 2003. Prior to that
date, he served as Senior Vice President.
Option Grants In Last Fiscal Year
OPTION/SAR GRANTS IN LAST FISCAL YEAR
Potential Realizable Value at
Assumed Annual Rates of
Stock
Price Appreciation for Options
Individual Grants Term
----------------------------------------------------- ------------------------------
<s> <c> <c> <c> <c> <c> <c>
Percent of
Total
Options/
SARs
Number of Granted
Securities To
Underlying Employees Exercise or
Option/SARs In Fiscal Base Price Expiration
Name Granted (#) Year ($/Sh) Date 5% ($) 10% ($)
(a) (b) (c) (d) (e) (f) (g)
- ------------------------------------------------------------------------------------------
Terry S. Phipps 5000 50% $28.75 11/4/2013 $90,500 $228,550
5000 50% $31.88 4/15/2014 $100,400 $253,450
</table>
Option Exercises and Fiscal Year-End Values
The following table shows information with respect to stock
options exercised during the fiscal year ended September 30, 2004
and the number and value of unexercised options held by each
executive officer named in the Summary Compensation Table who
holds options.
Number of Unexercised Value of Unexercised In-
Options at The-Money Options
September 30, 2004 At September 30, 2004(1)
----------------------- ------------------------
<s> <c> <c> <c> <c> <c> <c>
Shares
Acquired on Value Exercisable Unexercisable Exercisable Unexercisable
Name Exercise Realized ($) # # $ $
---- ----------- ------------ ----------- ------------- ----------- -------------
John E. Anderson 25,000 $364,450 3,000 12,000 $31,890 $127,560
David H. deVilliers 15,000 $219,855 3,000 12,000 $31,890 $127,560
Jr.
Robert E. Sandlin 4,000 $ 50,252 -0- 8,000 -0- $85,040
Ray M. Van
Landingham -- -- 2,000 8,000 $21,260 $85,040
Terry S. Phipps -- -- -- 10,000 -0- $25,450
</table>
(1) The closing price of the Company's common stock as reported
on The NASDAQ Stock Market on September 30, 2004 (the last
trading day in fiscal 2004) of $32.86, less the exercise
price, was used in calculating the value of exercisable and
unexercisable options.
Pension Plan
The Company has a Management Security Plan (the "MSP Plan")
for certain officers. Benefit levels have been established on
the basis of base compensation at September 30, 2002. 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. 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. 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, 2004 were:
John E. Anderson $160,000
David H. deVilliers Jr. $123,600
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 certain other
officers and members of management. In addition, the Committee
administers the Company's stock option plans and the Management
Incentive Compensation program.
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. Effective January 1, 2004, the
Chief Executive Officer's salary was increased to $337,840 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 of and degree of difficulty in achieving those
objectives. Goals for the transportation group for the fiscal
year ended 2004 focused on after-tax returns on total capital
employed. MIC-based objectives for real estate emphasized such
key performance indicators as operating profit from the developed
portfolio, lease-up periods for new buildings placed in service
during the fiscal year, growth-related new development and
average occupancy for the existing portfolio.
Mr. Anderson participates in a similar MIC Plan under which
the 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.
More specifically, these predetermined objectives incorporate,
but are not limited to, the sum of the transportation and real
estate groups' budgeted net income excluding gains from property
sales and net income from royalties and rents. His maximum
individual award may not exceed 100% of base salary. Mr.
Anderson received a cash bonus under the MIC Plan for fiscal 2004
of $250,000 after considering combined transportation and real
estate results.
During the 2004 fiscal year, the Company granted options to
acquire a total of 10,000 shares of the Company's common stock to
the executive officers named in the Summary Compensation Table.
See "Option/SAR Grants in Last Fiscal Year." 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.
Submitted by: Robert H. Paul III, Chairman
Martin E. Stein Jr.
James H. Winston
Members of the Compensation Committee
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 foregoing Compensation Committee Report
and the foregoing Shareholder Return Performance Graph shall not
be incorporated by reference into any such filings.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Four directors of the Company, Edward L. Baker, John D.
Baker II, Thompson S. Baker II, and Luke E. Fichthorn III are
also directors of FRI. The four directors beneficially own
approximately 48.0% of stock of the Company and 27.1% of the
stock of FRI as of October 31, 2004. Accordingly, Edward L.
Baker, John D. Baker II and Thompson S. Baker II, who own
approximately 46.6% of the stock of the Company and 26.9% 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 the fiscal year ended 2004 for which he
received $30,000.
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
committee or Board of Directors of the Company.
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 6.6% of the Company's
revenue was attributable to FRI during the 2004 fiscal year. In
addition, under an agreement, FRI provides certain management and
related services, including tax, legal, administrative, human
resources, health benefits, risk management and property
management services to the Company and its subsidiaries. FRI
charged the Company $372,000 for such services during the fiscal
year ended September 30, 2004.
In May 2004, the Company sold a 935 acre parcel of property
in Miami, Florida to FRI for $1,638,000. The terms of the
agreement were approved by the Company's Audit Committee, which
is comprised of independent directors, after considering, among
other factors, the terms of the existing lease agreement and
consultation with management.
In May 2004, a subsidiary of the Company sold 108 acres of
land located in the northwest quadrant of I-395 and I-495 at
Edsall Road in Springfield, Virginia to FRI for $15,000,000. The
Agreement was approved by a committee of independent directors of
the Company after review of a development feasibility study and
other materials, consultation with management and advice of
independent counsel.
In March 2004, a subsidiary of the Company sold a parcel of
land containing approximately 6,321 acres in Suwannee and
Columbia Counties, near Lake City, Florida, to FRI for
$13,000,000 in cash. The sales price was approved by the
Company's Audit Committee, which is composed of independent
directors of the Company, after considering, among other factors,
an independent appraisal, the current use of the property and
consultation with management.
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. Percentage calculations are based on the
outstanding shares of the Company's common stock on December 6,
2004.
<s> <c> <c> <c>
Name and Address Amount and Nature of
Title of Class of Beneficial Owner Beneficial Ownership Percenage of Class
- -------------- ------------------- -------------------- ------------------
Common Baker Holdings, LP 1,061,521 36.2%
Edward L. Baker 131,211 (1) 4.5%
John D. Baker II 127,379 (1) 4.4%
P.O. Box 4667 ------------- ------
Jacksonville, FL 32201 1,320,111 45.1%
Common Royce & Associates, LLC 333,400 (2) 11.4%
1414 Avenue of the Americas
New York, NY 10019
</table>
(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 for Baker Holdings, LP is reported as of December
31, 2003. 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.
(2) Royce & Associates, LLC ("Royce") reported as of December
31, 2003 that pursuant to Securities and Exchange Commission
Rule 13d-(1)(b)(ii)(H) it has sole voting and investment
power as to the shares shown.
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 24, 2004 and also includes shares held under options
which are exercisable within 60 days of October 24, 2004.
<s> <c> <c>
Name of Amount and Nature of Percentage of Class
Of Beneficial Owner Beneficial Ownership (1)
- ------------------- ------------------------ --------------------
John E. Anderson 26,806 *
Edward L. Baker 838,892 (2)(3) 28.6%
John D. Baker II 481,219 (2)(4) 16.4%
Thompson S. Baker II 42,301 (5) 1.4%
Charles E. Commander III 6,000 *
David H. deVilliers Jr. 8,887 *
Luke E. Fichthorn III 41,043 (6) 1.4%
Robert H. Paul III 22,800 *
Terry S. Phipps 1,000 *
Robert E. Sandlin 4,423 *
H. W. Shad 2,500 *
Martin E. Stein Jr. 55,300 (7) 1.9%
Ray M. Van Landingham 4,000 *
James H. Winston 21,000 *
All Directors and Officers
as a group (15 people) 1,559,075 53.2%
</table>
* Less than 1%
(1) The preceding table includes the following shares held under
the Company's Profit Sharing and Deferred Earnings Plan
which includes shares previously held under a Tax Reduction
Act Employee Stock Ownership Plan ("TRAESOP") previously
established by FRI as to which the named person has sole
voting power, and shares held under options which are
exercisable within 60 days of October 24, 2004.
Shares Under
Profit Sharing Shares Under Option
-------------- -------------------
John E. Anderson -0- 6,000
Edward L. Baker 2,542 18,000
John D. Baker II 1,549 20,000
Thompson S. Baker II 7 20,000
Charles E. Commander III -0- 4,000
David H. deVilliers Jr. 887 6,000
Luke E. Fichthorn III -0- 20,000
Robert H. Paul III -0- 17,000
Terry S. Phipps -0- 1,000
Robert E. Sandlin -0- 2,000
H.W. Shad III -0- 2,000
Martin E. Stein, Jr. -0- 15,000
Ray M. Van Landingham -0- 4,000
James H. Winston -0- 16,000
All directors and
officers as a group
(15 people) 4,978 152,000
(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 has 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 a 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 as to which Edward L. Baker has sole voting power and
sole investment power; 85,543 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 103,867 shares held in the John D. Baker II Living
Trust as to which John D. Baker II has sole voting power and
sole investment power; and 1,963 shares directly owned by
the spouse of John D. Baker II as to which he disclaims
beneficial ownership. Amounts shown for John D. Baker II
and Edward L. Baker do not include an aggregate of 90,639
held by certain trusts that are administered either by an
independent trustee or by Edward L. Baker, as trustee, for
the benefit of either the spouse or the children of John D.
Baker II and in which neither John D. Baker II nor Edward L.
Baker have a pecuniary interest.
(5) Includes 19,363 shares directly owned by Thompson S. Baker
II; 733 shares directly owned by Mr. Baker's spouse; and
2,199 shares held for the benefit of Mr. Baker's minor
children.
(6) Includes 100 shares owned by the spouse of Mr. Fichthorn as
to which he disclaims any beneficial interest and 4,000
shares directly owned by the M/B Disbro Trust, of which Mr.
Fichthorn is a co-trustee and beneficiary.
(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 Martin E. Stein Jr.
AUDIT COMMITTEE REPORT
The Audit Committee reviews the Company's financial
reporting process on behalf of the Board of Directors.
Management has the primary responsibility for the financial
statements and the reporting process, including the system of
internal controls. The Committee has selected the Company's
independent auditor.
In this context, the Committee has met and held discussions
with management and the independent auditor regarding the fair
and complete presentation of the Company's results. The Committee
has discussed significant accounting policies applied by the
Company in its financial statements, as well as alternative
treatments. Management represented to the Committee that the
Company's consolidated financial statements were prepared in
accordance with accounting principles generally accepted in the
United States of America, and the Committee has reviewed and
discussed the consolidated financial statements with management
and the independent auditor. The Committee
discussed with the independent auditor matters required to be
discussed by Statement on Auditing Standards No. 61
(Communications With Audit Committees).
In addition, the Committee has discussed with the
independent auditor the auditor's independence from the Company
and its management, including the matters in the written
disclosures required by the Independence Standards Board Standard
No. 1 (Independence Discussions With Audit Committees). The
Committee also has considered whether the independent auditor's
provision of non-audit services to the Company is compatible with
the auditor's independence. The Committee has concluded that the
independent auditor is independent from the Company and its
management.
The Committee discussed with the Company's independent
auditors the overall scope and plans for their respective audits.
The Committee meets with the independent auditors, with and
without management present, to discuss the results of their
examinations, the evaluations of the Company's internal controls,
and the overall quality of the Company's financial reporting.
In reliance on the reviews and discussions referred to
above, the Committee recommended to the Board of Directors, and
the Board has approved, that the audited financial statements be
included in the Company's Annual Report on Form 10-K for the year
ended September 30, 2004, for filing with the Securities and
Exchange Commission.
Submitted by: H.W. Shad III, Chairman
Charles E. Commander III
Robert H. Paul III
Members of the Audit Committee
The Audit Committee Report does not constitute soliciting
material, and shall not be deemed to be filed or incorporated by
reference into any other Company filing under the Securities Act
of 1933, as amended, or the Securities Exchange Act of 1934, as
amended, except to the extent that the Company specifically
incorporates the Audit Committee Report by reference therein.
INDEPENDENT AUDITOR
The Audit Committee has engaged PricewaterhouseCoopers LLP
to serve as the Company's principal public accountants for a
three year term beginning with fiscal year 2005. Representatives
of PricewaterhouseCoopers 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.
The following table presents fees for professional audit
services rendered by PricewaterhouseCoopers LLP for the audit of
the Company's financial statements for the years ended September
30, 2003 and September 30, 2004, and fees billed by
PricewaterhouseCoopers LLP for other services during those
periods. Certain amounts for 2003 have been reclassified to
conform to the 2004 presentation.
2004 2003
---- ----
Audit Fees (1) $86,000 $79,675
Audit Related Fees (2) $8,800 $15,000
Tax Fees (3) $27,700 $26,300
All Other Fees 0 0
Total $122,500 $120,975
(1) Audit fees consisted of audit work performed in the
preparation of the financial statements, as well as work that
generally only the independent auditor can reasonably be expected
to provide, such as statutory audits.
(2) Audit related fees consisted principally of audits of
employee benefit plans.
(3) Tax fees consisted principally of assistance related to tax
compliance and reporting.
Pre-Approval of Audit and Non-Audit Services:
Under the Company's amended Audit Committee Charter, the
Audit Committee is required to pre-approve all auditing services
and permissible non-audit services, including related fees and
terms, to be performed for the Company by its independent
auditor, subject to the de minimus exceptions for non-audit
services described under the Exchange Act which are approved by
the Audit Committee prior to the completion of the audit. The
Audit Committee pre-approved all audit services, audit-related
services and tax review, compliance and planning services
performed for the Company by PricewaterhouseCoopers during fiscal
2004.
SHAREHOLDER PROPOSALS
Proposals of shareholders intended to be included in the
Company's proxy statement and form of proxy relating to the
annual meeting of shareholders to be held in early 2006 must be
delivered in writing to the principal executive offices of the
Company no later than August 31, 2005. 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
directors submitted by a shareholder is forty days before the
next annual meeting, and for other shareholder proposals is
November 8, 2005. 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 8, 2005.
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,
NASDAQ 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 that Mr. Commander was three business days late in
filing a Form 4 to report the grant to him of 1,000 stock
options.
BY ORDER OF THE BOARD OF DIRECTORS
December 23, 2004 Ray M. Van Landingham
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 SECRETARY AT 1801 ART MUSEUM DRIVE, JACKSONVILLE, FLORIDA
32207. THIS REPORT ALSO IS AVAILABLE AT OUR WEBSITE,
www.patriottrans.com.
PATRIOT TRANSPORTATION HOLDING, INC.
PROXY SOLICITED BY BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS CALLED FOR JANUARY 26, 2005.
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 155 East 21st
Street, Jacksonville, Florida on January 26, 2005, at 2 o'clock
in the afternoon, local time, 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. The election of two directors to serve for a term of four
years and one director to serve for a term of three years.
/ / FOR the nominees listed / / WITHHOLD AUTHORITY
below (except as marked to vote for all nominees
to the contrary below) listed below
Edward L. Baker and Charles E. Commander III are the
nominees for a term of four years.
H.W. Shad III is a nominee for a term of three years.
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's
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 23, 2004, 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.
Proxy Statement dated December 23, 2004