0001015325-05-000019.txt : 20120629
0001015325-05-000019.hdr.sgml : 20120629
20050125170102
ACCESSION NUMBER: 0001015325-05-000019
CONFORMED SUBMISSION TYPE: SC 13G/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20050125
DATE AS OF CHANGE: 20050125
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: PATRIOT TRANSPORTATION HOLDING 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: 1934 Act
SEC FILE NUMBER: 005-40400
FILM NUMBER: 05547659
BUSINESS ADDRESS:
STREET 1: 1801 ART MUSEUM DRIVE
CITY: JACKSONVILLE
STATE: FL
ZIP: 32207
BUSINESS PHONE: 9043965733
MAIL ADDRESS:
STREET 1: 1801 ART MUSEUM DRIVE
CITY: JACKSONVILLE
STATE: FL
ZIP: 32207
FORMER COMPANY:
FORMER CONFORMED NAME: FRP PROPERTIES INC
DATE OF NAME CHANGE: 19920703
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: PATRIOT TRANSPORTATION HOLDING 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
BUSINESS ADDRESS:
STREET 1: 1801 ART MUSEUM DRIVE
CITY: JACKSONVILLE
STATE: FL
ZIP: 32207
BUSINESS PHONE: 9043965733
MAIL ADDRESS:
STREET 1: 1801 ART MUSEUM DRIVE
CITY: JACKSONVILLE
STATE: FL
ZIP: 32207
FORMER COMPANY:
FORMER CONFORMED NAME: FRP PROPERTIES INC
DATE OF NAME CHANGE: 19920703
SC 13G/A
1
schedule13ga.txt
SCHEDULE 13G/A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
Patriot Transportation Holding, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
30262E 10 9
(CUSIP Number)
December 31, 2004
(Date of Event Which Requires Filing of this Statement)
Daniel B. Nunn, Jr.
McGuireWoods LLP
50 North Laura Street
Suite 3300
Jacksonville, Florida 32202
(904) 798-2654
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and
Communications)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
[_] Rule 13d-1(b)
[_] Rule 13d-1(c)
[x] Rule 13d-1(d)
*The remainder of this cover page shall be filled out
for a reporting person's initial filing on this form with
respect to the subject class of securities, and for any
subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required on the remainder of this cover
page shall not be deemed to be "filed" for the purpose of
Section 18 of the Exchange Act or otherwise subject to the
liabilities of that section of the Exchange Act but shall be
subject to all other provisions of the Exchange Act
(however, see the Notes).
SCHEDULE 13G
------------------------------------------------------------
CUSIP No.: 30262E 10 9
------------------------------------------------------------
1 NAME OF REPORTING PERSON
Baker Holdings, L.P.
FEIN: 59-2560711
------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[X]
(b)[_]
------------------------------------------------------------
3 SEC USE ONLY
------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
------------------------------------------------------------
5 SOLE VOTING POWER
0
NUMBER OF SHARES -----------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 1,061,521
EACH -----------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 0
WITH -----------------------------------
8 SHARED DISPOSITIVE POWER
1,061,521
------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,061,521
------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
36.2%
------------------------------------------------------------
12 TYPE OF REPORTING PERSON
PN
------------------------------------------------------------
SCHEDULE 13G
------------------------------------------------------------
CUSIP No.: 30262E 10 9
------------------------------------------------------------
1 NAME OF REPORTING PERSON
Baker Investment Holdings, Inc.
FEIN: 51-0395727
------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[X]
(b)[_]
------------------------------------------------------------
3 SEC USE ONLY
------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
------------------------------------------------------------
5 SOLE VOTING POWER
0
NUMBER OF SHARES -----------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 1,061,521
EACH -----------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 0
WITH -----------------------------------
8 SHARED DISPOSITIVE POWER
1,061,521
------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,061,521
------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
36.2%
------------------------------------------------------------
12 TYPE OF REPORTING PERSON
CO
------------------------------------------------------------
SCHEDULE 13G
------------------------------------------------------------
CUSIP No.: 30262E 10 9
------------------------------------------------------------
1 NAME OF REPORTING PERSON
Edward L. Baker
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[X]
(b)[_]
------------------------------------------------------------
3 SEC USE ONLY
------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
------------------------------------------------------------
5 SOLE VOTING POWER
114,283
NUMBER OF SHARES -----------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 1,061,953
EACH -----------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 111,741
WITH -----------------------------------
8 SHARED DISPOSITIVE POWER
1,061,953
------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,108,261
------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ X ]
------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
37.8%
------------------------------------------------------------
12 TYPE OF REPORTING PERSON
IN
------------------------------------------------------------
SCHEDULE 13G
------------------------------------------------------------
CUSIP No.: 30262E 10 9
------------------------------------------------------------
1 NAME OF REPORTING PERSON
John D. Baker II
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[X]
(b)[_]
------------------------------------------------------------
3 SEC USE ONLY
------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
------------------------------------------------------------
5 SOLE VOTING POWER
105,416
NUMBER OF SHARES -----------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 1,101,821
EACH -----------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 103,867
WITH -----------------------------------
8 SHARED DISPOSITIVE POWER
1,101,821
------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,186,937
------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [X]
------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
40.5%
------------------------------------------------------------
12 TYPE OF REPORTING PERSON
IN
Item 1.
(a) The name of the Issuer is Patriot Transportation
Holding, Inc.
(b) The Issuer's principal executive offices are
located at 1801 Art Museum Drive, Jacksonville, Florida
32207.
Item 2.
(a) This Amendment No. 4 to 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 103 Foulk Road, Suite
202, Wilmington, Delaware 19803.
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 originally organized as a
Florida limited partnership but was converted into a
Delaware limited partnership on December 23, 1999. 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 Amendment No. 4 to 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: 1,108,261
4) John D. Baker II: 1,186,937
Total: 1,233,677 shares
(b) Percent of class:*
1) Baker Holdings, L.P.: 36.2%
2) Baker Investment Holdings, Inc.: 36.2%
3) Edward L. Baker: 37.8%
4) John D. Baker II: 40.5%
Total: 42.1%
(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: 114,283
4) John D. Baker II: 105,416
Total: 219,832
(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: 1,101,821
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: 111,741
4) John D. Baker II: 103,867
Total: 215,608
(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: 1,101,821
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 Exchange Act 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 85,543 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). Pursuant to Rule 13d-4, Mr. Baker disclaims
beneficial ownership of the shares under such trust. Edward
L. Baker has sole voting and dispositive ownership over 7
shares he holds
directly and over 26,191 shares held by the
Edward L. Baker Living Trust. Edward L. Baker has shared
voting and dispositive power with respect to 432 shares held
by STABANCO, as nominee of SunTrust Bank, in a fiduciary
account with respect to which Mr. Baker has potential income
rights.
1,061,521 shares (approximately 36.2% 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.
Pursuant to Rule 13d-3(d), Edward L. Baker is deemed to
be the beneficial owner of 18,000 shares held under options
which are exercisable within 60 days of December 31, 2004.
Edward L. Baker may be deemed to be the beneficial
owner of 400 shares directly owned by his wife. Pursuant to
Rule 13d-4, Mr. Baker disclaims such beneficial ownership.
John D. Baker II has sole voting and dispositive power
with respect to the 103,867 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.
Pursuant to Rule 13d-3(d), John D. Baker II is deemed
to be the beneficial owner of 20,000 shares held under
options which are exercisable within 60 days of December 31,
2004.
John D. Baker II may be deemed to be the beneficial
owner of 40,300 shares held by Regency Square II, a Florida
general partnership. Trust B under the will of Martin E.
Stein, deceased, is a partner in the Partnership. John D.
Baker II is a co-trustee of the Trust B, and as such, has a
one-third shared voting and dispositive power as to the
Trust B. Pursuant to Rule 13d-4, Mr. Baker disclaims such
beneficial ownership.
John D. Baker II may be deemed to be the beneficial
owner of 1,963 shares held by his wife's living trust. John
D. Baker II also may be deemed to be the beneficial owner of
96,679 shares held by certain trusts for the benefit of his
wife and children. Pursuant to Rule 13d-4, Mr. Baker
disclaims such beneficial ownership.
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: January 25, 2004
BAKER HOLDINGS, L.P.
By: Baker Investment Holdings, Inc.
By: /s/ Darryl E. Smith
_____________________________
Darryl E. Smith, President
BAKER INVESTMENT HOLDINGS, INC.
By: /s/ Darryl E. Smith
____________________________
Darryl E. Smith, 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.
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