8-K 1 form8kfinal.txt FORM 8-K 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): June 21, 2006 PATRIOT TRANSPORTATION HOLDING, INC. ----------------------------------------------------------------- (Exact name of registrant as specified in its charter) FLORIDA 33-26115 59-2924957 ------------------------ ----------------- -------------------- (State or other (Commission (I.R.S. Employer jurisdiction File Number) Identification No.) of incorporation) 1801 Art Museum Drive 32207 Jacksonville, Florida ------------------------------------------------------------ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (904) 396-5733 ----------------------------------------------------------------- (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. June 21, 2006 ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT. On June 21, 2006, the Audit Committee of the Board of Directors of Patriot Transportation Holding, Inc. (the "Company"), dismissed PricewaterhouseCoopers LLP ("PWC") as the Company's independent registered public accounting firm, effective immediately. The Audit Committee also engaged Hancock Askew & Co. ("Hancock Askew") to serve as the Company's principal public accountants effective immediately. PWC's reports on the consolidated financial statements of the Company as of and for the fiscal years ended September 30, 2005 and 2004 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principle. During the fiscal years ended September 30, 2005 and 2004 and through June 21, 2006 there were no disagreements with PWC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to PWC's satisfaction, would have caused them to make reference thereto in their reports on the financial statements for such years; and there were no reportable events as described in Item 304(a)(1)(v) of Regulation S-K. The Company provided PWC with a copy of the foregoing disclosures. Attached as Exhibit 16 is a copy of PWC's letter, dated June 26, 2006, stating whether or not they agree with such statements. During the fiscal years ended September 30, 2005 and 2004 and through June 21, 2006, the Company did not consult Hancock Askew with respect to the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's consolidated financial statements, or any other matters or reportable events as set forth in Items 304(a)(2)(i) and (ii) of Regulation S-K. The Company requested that Hancock Askew review the information set forth in this paragraph and in the second sentence of this Item 4.01 before this Current Report on Form 8-K was filed with the Securities and Exchange Commission. ITEM 7.01 FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits. Exhibit 16 - Letter from PricewaterhouseCoopers LLP to the Securities and Exchange Commission dated June 26, 2006. 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: June 27, 2006 By: /s/ Ray M. Van Landingham --------------------------------------- Ray M. Van Landingham Vice President, Finance and Administration and Chief Financial Officer EXHIBIT INDEX Exhibit No. ----------- 16 Letter from PricewaterhouseCoopers LLP to the Securities and Exchange Commission dated June 26, 2006. EXHIBIT 16 June 26, 2006 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by Patriot Transportation Holding, Inc. (copy attached), which we understand will be filed with the Securities and Exchange Commission, pursuant to Item 4.01 of Form 8-K, as part of the Form 8-K of Patriot Transportation Holding, Inc. dated June 21, 2006. We agree with the statements concerning our Firm in such Form 8-K. Very truly yours, /s/ PricewaterhousCooper LLP PricewaterhouseCoopers LLP