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): October 4, 2006
PATRIOT TRANSPORTATION HOLDING, INC.
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(Exact name of registrant as specified in its charter)
FLORIDA 33-26115 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.
October 4, 2006
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On October 4, 2006, a subsidiary of the Company (FRP)
entered into a Joint Venture Agreement with Florida Rock
Industries, Inc. (FRI). The Joint Venture Agreement establishes
a real estate joint venture to develop approximately 4,400 acres
of land near Brooksville, Florida. Under the terms of the joint
venture, FRP has contributed its fee interest in approximately
3,500 acres that it leased to FRI under a long-term mining lease.
FRI will continue to mine the property and pay royalties to FRP
for as long as mining does not interfere with the development of
the property.
FRP also reimbursed FRI approximately $3 million for one-
half of the acquisition costs of a 288 acre contiguous parcel
recently acquired by FRI from a third party. The 288 acre parcel
was contributed to the Joint Venture.
FRI contributed 553 acres that it owns as well as its
leasehold interest in the 3,500 acres that it leased from FRP.
The joint venture will be jointly controlled by FRI and FRP, and
they will each have a mandatory obligation to fund additional
capital contributions of up to $2 million. Distributions will
also be made on a 50-50 basis.
The property does not yet have the necessary entitlements
for real estate development. Approval to develop real property
in Florida entails an extensive entitlements process involving
multiple and overlapping regulatory jurisdictions and the outcome
is inherently uncertain. The Company currently expects that the
entitlement process may take several years to complete.
In connection with the Joint Venture, the Company also
extended certain lease agreements between FRP and FRI on FRI's
corporate headquarters in Jacksonville, Florida, and the Astatula
and Marion Sand mining properties, also in Florida. The Company
and FRI also agreed that a 2,500 acre tract of the Grandin mining
property, in Florida, due to be released will remain subject to
the lease and available for future mining.
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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: October 9, 2006 By: /s/ Ray M. VanLandingham
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Ray M. Van Landingham
Vice President, Finance and
Administration
and Chief Financial Officer
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