UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
Date of Report (Date of earliest event reported):
April 16, 2008
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PATRIOT TRANSPORTATION HOLDING, INC.
(Exact name of registrant as specified in its charter)
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Florida 0-17554 59-2924957
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(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification
incorporation) Number)
1801 Art Museum Drive
Jacksonville, Florida 32207
(Address of principal executive (Zip Code)
offices)
(904) 396-5733
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)
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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 CFR 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))
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Item 1.01 Entry into a Material Definitive Agreement.
Reference is made to the disclosure set forth under Item 5.02 of
this Current Report on Form 8-K, which disclosure is incorporated herein by
reference.
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Retirement of Ray M. Van Landingham as Vice President and Chief
Financial Officer
On April 16, 2008, Ray M. Van Landingham, age 65, announced his
retirement as the Company's Vice President and Chief Financial Officer
effective June 16, 2008. Mr. Van Landingham has served as the Company's
Vice President and Chief Financial Officer since 2000.
Appointment of John D. Milton, Jr., as Vice President and Chief
Financial Officer
On April 16, 2008, the Company's Board of Directors appointed
John D. Milton, Jr., to succeed Mr. Van Landingham as Vice President and
Chief Financial Officer, effective June 16, 2008. From January 1, 2001 to
November 16, 2007, Mr. Milton, age 62, served as the Executive Vice President
and Chief Financial Officer of Florida Rock Industries, Inc. ("Florida Rock"),
a construction materials company and former affiliate of the Company with
approximately 2,950 employees and operations throughout the Southeastern and
Mid-Atlantic states. On November 16, 2007, Florida Rock merged with Vulcan
Materials Company.
The Compensation Committee of the Board of Directors has approved
compensation arrangements for Mr. Milton under which Mr. Milton will receive
an annual base salary of $165,000 with the opportunity to receive a
performance-based bonus of up to 60% of his annual base salary. The
performance conditions of this bonus have not yet been determined. In
addition, Mr. Milton will receive an initial grant of 10,000 stock options.
The date of grant of the stock options will be Mr. Milton's start date
(June 16, 2008) and the exercise price will be the closing price on the
grant date. The stock options will vest ratably over four years and will
be exercisable for a period of ten years from the grant date.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the registrant has duly caused this current report to be signed
on its behalf by the undersigned, thereunto duly authorized.
PATRIOT TRANSPORTATION HOLDING, INC.
By: _________________________________
Name: Ray M. Van Landingham
Title: Vice President, Finance and
Administration and Chief
Financial Officer
Date: April 21, 2008