-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JHbyW3whVhhJ11up0PxzFVkJ5y5vZbS3zGG27tlW/E79bSzP7ziuvBghbFbMNYHn H65c1m3VPB3b4QM9UZR+Qw== 0001015325-00-000001.txt : 20000214 0001015325-00-000001.hdr.sgml : 20000214 ACCESSION NUMBER: 0001015325-00-000001 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000211 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FRP PROPERTIES INC CENTRAL INDEX KEY: 0000844059 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING & COURIER SERVICES (NO AIR) [4210] IRS NUMBER: 592924957 STATE OF INCORPORATION: FL FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-40400 FILM NUMBER: 533214 BUSINESS ADDRESS: STREET 1: 155 EAST 21ST STREET CITY: JACKSONVILLE STATE: FL ZIP: 32206 BUSINESS PHONE: 9043551781 MAIL ADDRESS: STREET 1: 155 E 21ST ST CITY: JACKSONVILLE STATE: FL ZIP: 32206 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MARTIN ADE BIRCHFIELD & MICKLER PA /FA/ CENTRAL INDEX KEY: 0001015325 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: ONE INDEPENDENT DRIVE STREET 2: STE 3000 CITY: JACKSONVILLE STATE: FL ZIP: 32202 MAIL ADDRESS: STREET 1: ONE INDEPENDENT DR STREET 2: STE 3000 CITY: JACKSONVILLE STATE: FL ZIP: 32202 SC 13G/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------------------- SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) FRP Properties, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 30262E 10 9 (CUSIP Number) Lewis S. Lee Martin, Ade, Birchfield & Mickler, P.A. One Independent Drive, Suite 3000 Jacksonville, Florida 32202 (904) 354-2050 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 23, 1999 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: Rule 13d-1(b) Rule 13d-1(c) XX Rule 13d-1(d) (Page 1 of 12 Pages) Exhibit Index is on Page 11 SCHEDULE 13G CUSIP No. 30262E 10 9 Page 2 of 12 Pages 1 Names of Reporting Persons/S.S. or I.R.S. Identification No. of Above Person Baker Holdings, L.P. FEIN: 59-2560711 2 Check the Appropriate Box if a Member of a Group (a) __ (See Instructions) (b) __ 3 SEC Use Only 4 Citizenship or Place of Organization Delaware Number of Shares 5 Sole Voting Power 0 (See Item 4) Beneficially Owned 6 Shared Voting Power 1,061,521 (See Item 4) by Each Reporting 7 Sole Dispositive Power 0 (See Item 4) Person with 8 Shared Dispositive Power 1,061,521 (See Item 4) 9 Aggregate Amount Beneficially Owned by Each Reporting Person 1,061,521 (See Item 4) 10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares __ 11 Percent of Class Represented by Amount in Row (9) 31.6% 14 Type of Reporting Person (See Instructions) PN SCHEDULE 13G CUSIP No. 30262E 10 9 Page 3 of 12 Pages 1 Names of Reporting Person/ S.S or I.R.S. Identification Nos. of Above Person Baker Investment Holdings, Inc. FEIN: 51-0395727 2 Check the Appropriate Box if a Member of a Group a) __ (b) __ 3 SEC Use Only 4 Citizenship or Place of Organization Delaware Number of Shares 5 Sole Voting Power 0 (See Item 4) Beneficially Owned 6 Shared Voting Power 1,061,521 (See Item 4) by Each Reporting 7 Sole Dispositive Power 0 (See Item 4) Person with 8 Shared Dispositive Power 1,061,521 (See Item 4) 9 Aggregate Amount Beneficially Owned by Each Reporting Person 1,061,521 (See Item 4) 10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares XX 11 Percent of Class Represented by Amount in Row (9) 31.6% 12 Type of Reporting Person (See Instructions) CO SCHEDULE 13G CUSIP No. 30262E 10 9 Page 4 of 12 Pages 1 Names of Reporting Person/ S.S or I.R.S. Identification Nos. of Above Person Edward L. Baker 2 Check the Appropriate Box if a Member of a Group (a) __ (b) __ 3 SEC Use Only 4 Citizenship or Place of Organization United States Number of Shares 5 Sole Voting Power 86,181 (See Item 4) Beneficially Owned 6 Shared Voting Power 1,061,953 (See Item 4) by Each Reporting 7 Sole Dispositive Power 83,639 (See Item 4) Person with 8 Shared Dispositive Power 1,061,953 (See Item 4) 9 Aggregate Amount Beneficially Owned by Each Reporting Person 1,148,134 (See Item 4) 10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares XX 11 Percent of Class Represented by Amount in Row (9) 34.1% 12 Type of Reporting Person (See Instructions) IN SCHEDULE 13G CUSIP No. 30262E 10 9 Page 5 of 12 Pages 1 Names of Reporting Person/ S.S or I.R.S. Identification Nos. of Above Person John D. Baker II 2 Check the Appropriate Box if a Member of a Group (a) __ (b) __ 3 SEC Use Only 4 Citizenship or Place of Organization United States Number of Shares 5 Sole Voting Power 110,214 (See Item 4) Beneficially Owned 6 Shared Voting Power 1,102,253 (See Item 4) by Each Reporting 7 Sole Dispositive Power 108,665 (See Item 4) Person with 8 Shared Dispositive Power 1,102,253 (See Item 4) 9 Aggregate Amount Beneficially Owned by Each Reporting Person 1,212,467 (See Item 4) 10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares XX 11 Percent of Class Represented by Amount in Row (9) 36.0% 12 Type of Reporting Person (See Instructions) IN This Amendment No. 1 to Schedule 13G is filed with respect to an event occurring in December 1999. This reporting group previously filed a Schedule 13G on February 16, 1999. The reporting group at that time consisted of Baker Investments, Ltd., a Florida limited partnership (the "Partnership"), and Edward L. Baker and John D. Baker II, individually and as general partners of the Partnership. On or about December 23, 1999, the Partnership was converted into a Delaware limited partnership and was renamed Baker Holdings, L.P. At the same time, Edward L. Baker and John D. Baker II contributed their general partnership interests in the Partnership to Baker Investment Holdings, Inc., a Delaware corporation, in exchange for shares of capital stock of Baker Investment Holdings, Inc. As a result, Baker Investment Holdings, Inc., became the sole general partner of the Partnership. The undersigned hereby agrees that this Amendment No. 1 to Schedule 13G is filed jointly pursuant to Rule 13d-1(f)(1) of the Securities Exchange Act of 1934, as amended, on behalf of each of them. Item 1. (a) The name of the Issuer is FRP Properties, Inc., (the name of which is being changed to Patriot Transportation Holding, Inc.). (b) The Issuer's principal executive offices are located at 155 East 21st Street, Jacksonville, Florida 32206. Item 2. (a) This Schedule 13G is filed on behalf of Baker Holdings, L.P., a Delaware limited partnership (the "Partnership"), Baker Investment Holdings, Inc., a Delaware corporation and the general partner of the Partnership (the "General Partner"), and Edward L. Baker and John D. Baker II, individually (collectively, the "Reporting Persons"). (b) The principal executive offices of the Partnership and the General Partner are located at 300 Delaware Avenue, Wilmington, Delaware 19801. The principal business address for the two individual Reporting Persons, Edward L. Baker and John D. Baker II, is 155 East 21st Street, Jacksonville, Florida 32206. (c) The Partnership was organized as a Florida limited partnership to own, hold and vote the shares of common stock of the Issuer's affiliate, Florida Rock Industries, Inc., contributed by its partners. On December 23, 1999, the Partnership was converted into a Delaware limited partnership. The General Partner was organized in December 1999 as a Delaware corporation to serve as the new general partner of the Partnership. The individual Reporting Persons are brothers and are citizens of the United States. (d) This Schedule 13G relates to the common stock of the Issuer, par value $.10 per share. (e) The CUSIP number of the common stock is 30262E 10 9. Item 3. Not applicable. Item 4. (a) Amount beneficially owned:* 1) Baker Holdings, L.P.: 1,061,521 2) Baker Investment Holdings, Inc. 1,061,521 3) Edward L. Baker: 1,148,134 4) John D. Baker, II: 1,212,467 Total: 1,298,648 shares (b) Percent of class:* 1) Baker Holdings, L.P.: 31.6% 2) Baker Investment Holdings, Inc. 31.6% 3) Edward L. Baker: 34.1% 4) John D. Baker, II: 36.0% Total: 38.6% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote:* 1) Baker Holdings, L.P.: 0 2) Baker Investment Holdings, Inc. 0 3) Edward L. Baker: 86,181 4) John D. Baker, II: 110,214 Total: 196,395 (ii) Shared power to vote or to direct the vote:* 1) Baker Holdings, L.P.: 1,061,521 2) Baker Investment Holdings, Inc. 1,061,521 3) Edward L. Baker: 1,061,953 4) John D. Baker, II: 1,102,253 Total: 1,102,253 (iii) Sole power to dispose or to direct the disposition of:* 1) Baker Holdings, L.P.: 0 2) Baker Investment Holdings, Inc. 0 3) Edward L. Baker: 83,639 4) John D. Baker, II: 108,665 Total: 192,304 (iv) Shared power to dispose or to direct the disposition of:* 1) Baker Holdings, L.P.: 1,061,521 2) Baker Investment Holdings, Inc. 1,061,521 3) Edward L. Baker: 1,061,953 4) John D. Baker, II: 1,102,253 Total: 1,102,253 In addition to the beneficial holdings set forth above, the Partnership and its partners may be deemed to constitute a "group" under Section 13(d)(3) of the Securities Exchange Act of 1934 for the purpose of acquiring, holding and disposing of the Issuer's securities. Pursuant to Rule 13d-5(b)(i), the shares beneficially owned by each partner may therefore be deemed to be beneficially owned by the Partnership and by virtue of their status as partners of the Partnership, to be beneficially owned by each individual Reporting Person. However, pursuant to Rule 13d-4, the Partnership disclaims beneficial ownership of the shares individually owned by its partners, and the General Partner and Messrs. Edward L. Baker and John D. Baker II each disclaim beneficial ownership of the shares owned by the other individual Reporting Persons. *Edward L. Baker has sole voting and dispositive powers with respect to 83,639 shares he holds as trustee for the minor children of John D. Baker II (which shares are excluded from the beneficial ownership calculation for John D. Baker II). Edward L. Baker and John D. Baker II have shared voting and dispositive power with respect to 432 shares they hold as a co-trustees of the Thompson S. Baker Living Trust. 1,061,521 shares (approximately 31.6% of the Issuer's total number of shares outstanding) are directly owned by the Partnership. The General Partner and the Partnership have shared voting and dispositive power with respect to such shares. Edward L. Baker and John D. Baker II are directors and shareholders of the General Partner and, accordingly, may be deemed to be the beneficial owner of such shares. Edward L. Baker has sole voting power but no dispositive power with respect to 2,542 shares held for his account pursuant to a Tax Reduction Act Employee Stock Ownership Plan ("TRAESOP") established by the Issuer's affiliate. John D. Baker II has sole voting and dispositive power with respect to the 108,665 shares in the John D. Baker II Living Trust. John D. Baker II has sole voting power but no dispositive power with respect to 1,549 shares held for his account pursuant to a TRAESOP established by the Issuer's affiliate. John D. Baker II may be deemed to be the beneficial owner of 700 shares directly owned by his wife. Pursuant to Rule 13d-4, Mr. Baker disclaims such beneficial ownership. John D. Baker II has shared voting and dispositive power over 40,300 shares in the Regency II General Partnership. Pursuant to Rule 13d-4, Mr. Baker disclaims any pecuniary or beneficial interest in such shares. Item 5. Ownership of Five Percent or Less of a Class. Not applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. Not applicable. Item 8. Identification and Classification of Members of the Group. See Exhibit 1. Item 9. Notice of Dissolution of Group. Not applicable Item 10. Certification. Not applicable. SIGNATURE After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this Statement is true, correct and complete. Dated: February 10, 2000. BAKER HOLDINGS, L.P. By: Baker Investment Holdings, Inc. By: s/Lisa M. Oakes Lisa M. Oakes, President BAKER INVESTMENT HOLDINGS, INC. By: s/Lisa M. Oakes Lisa M. Oakes, President s/Edward L. Baker Edward L. Baker s/John D. Baker II John D. Baker II EXHIBIT INDEX Exhibit 1 Identity of members of group. Exhibit 1 Identity of members of group: Baker Holdings, L.P., a Delaware Limited Partnership Baker Investment Holdings, Inc., a Delaware corporation Edward L. Baker John D. Baker II -----END PRIVACY-ENHANCED MESSAGE-----