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): August 3, 2005
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.
August 3, 2005
ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS;
ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.
On August 3, 2005, the Board of Directors elected John E.
Anderson to the Board of Directors of the Company. Mr. Anderson,
age 60, has served as President and Chief Executive Officer of
the Company since 1989. Mr. Anderson previously served as a
director of the Company from 1989 to January 1, 2004. Mr.
Anderson will continue to serve as President and Chief Executive
Officer of the Company.
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS;
CHANGE IN FISCAL YEAR.
On August 3, 2005, the Board of Directors adopted Amended
and Restated Bylaws of the Company. A copy of the Amended and
Restated Bylaws of the Company is attached to this Form 8-K as
Exhibit 3.1.
The changes to the Bylaws are summarized below:
1. Article I (Offices) of the Bylaws was amended to note
the prior change in the principal office of the Company to 1801
Art Museum Drive, Jacksonville, Florida 32207.
2. Article II, Sections 4 (Stockholders - Notice of
Meeting) and 5 (Fixing of Record Date) of the Bylaws was amended
to harmonize the provisions with existing Florida law.
3. Article II, Section 10 (Voting of Stock by Certain
Holders) has been amended to change the word "corporation" to
"entity."
4. Article III, Section 5 (Board of Directors - Notice)
has been amended to harmonize the provision with existing Florida
law.
5. Article III, Section 14 (Corporate Governance
Guidelines) has been added to clarify that, in the event of any
inconsistency between the Company's Bylaws and any Corporate
Governance Guidelines adopted by the Board of Directors, the
Bylaws shall control.
6. Article IV, Section 10 (Officers - Salaries) has been
deleted to avoid inconsistency between this provision and the
Charter of the Compensation Committee.
7. Article XII (Committees) previously set forth the
authority and powers and various other matters relating to the
Executive Committee. This provision has been rewritten to
include similar information regarding all standing committees of
the Board of Directors.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
3.1 Amended and Restated Bylaws of Patriot Transportation
Holding, Inc.
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: August 8, 2005 By: /s/ Ray M. Van Landingham
-------------------------------------
Ray M. Van Landingham
Vice President, Finance and
Administration and Chief Financial
Officer
EXHIBIT INDEX
Exhibit No.
- ------------
3.1 Amended and Restated Bylaws of Patriot Transportation
Holding, Inc.