UNITED STATES
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): December 30, 2014
---------------------------------------------------------------------------
FRP HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
---------------------------------------------------------------------------
FLORIDA 0-17554 47-2449198
-------------- ---------- ---------------
(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation
200 W. Forsyth Street, 7th Floor, Jacksonville, FL
Jacksonville, Florida 32202
-------------------------------------------------- ---------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (904) 858-9164
---------------------------------------------------------------------------
(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:
[] 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))
ITEM 8.01 OTHER EVENTS.
On December 30, 2014, the Board of Directors of FRP Holdings, Inc.
(the "Company") approved the separation of its transportation business from
its real estate business (the "Separation"), which will be achieved through
the distribution of 100% of the shares of Patriot Transportation Holding, Inc.
("Patriot") to the holders of the Company's common stock on the record date
of January 9, 2015. The distribution is expected to occur on January 31, 2015.
The Company's shareholders of record will receive one share of Patriot common
stock for every three shares of the Company's common stock held on the record
date. Following the Separation, Patriot will be an independent, publicly
traded company, and the Company will retain no ownership interest in Patriot.
On December 30, 2014, the Company issued a press release announcing the
details of the planned distribution of the common stock of Patriot. The press
release, which is attached hereto as Exhibit 99.1, is incorporated by
reference herein.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
Exhibit
Number Description
------- ---------------------------------------------------------------
99.1* Press Release, dated December 30, 2014.
* Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
FRP HOLDINGS, INC.
Date: December 30, 2014 By: /s/ John D. Milton, Jr.
-------------------------------------------
John D. Milton, Jr.
Executive Vice President
and Chief Financial Officer
EXHIBIT INDEX
Exhibit
Number Description
------- ---------------------------------------------------------------
99.1* Press Release, dated December 30, 2014.
* Filed herewith.