-----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, M+FehftrWptLO4q21kVJ85cfyOHTjhcR/by9jadoaDJdEw/41d7EsQCq3l3bWuNM Za5KI45emAoHKfjuvr88rw== 0001015325-06-000110.txt : 20060213 0001015325-06-000110.hdr.sgml : 20060213 20060213164401 ACCESSION NUMBER: 0001015325-06-000110 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060213 DATE AS OF CHANGE: 20060213 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FLORIDA ROCK INDUSTRIES INC CENTRAL INDEX KEY: 0000037651 STANDARD INDUSTRIAL CLASSIFICATION: CONCRETE GYPSUM PLASTER PRODUCTS [3270] IRS NUMBER: 590573002 STATE OF INCORPORATION: FL FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-13758 FILM NUMBER: 06604231 BUSINESS ADDRESS: STREET 1: 155 EAST 21ST STREET CITY: JACKSONVILLE STATE: FL ZIP: 32206 BUSINESS PHONE: 9043551781 MAIL ADDRESS: STREET 1: 155 EAST 21ST ST CITY: JACKSONVILLE STATE: FL ZIP: 32206 FORMER COMPANY: FORMER CONFORMED NAME: SHANDS & BAKER INC DATE OF NAME CHANGE: 19730405 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MCGUIREWOODS LLP CENTRAL INDEX KEY: 0001015325 IRS NUMBER: 000000000 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 50 NORTH LAURA STREET STREET 2: STE 3300 CITY: JACKSONVILLE STATE: FL ZIP: 32202 BUSINESS PHONE: 9047983294 MAIL ADDRESS: STREET 1: 50 NORTH LAURA STREET STREET 2: STE 3300 CITY: JACKSONVILLE STATE: FL ZIP: 32202 FORMER COMPANY: FORMER CONFORMED NAME: MARTIN ADE BIRCHFIELD & MICKLER PA /FA/ DATE OF NAME CHANGE: 19960523 SC 13G/A 1 schedule13g.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)* Florida Rock Industries, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 341140 10 1 (CUSIP Number) December 31, 2005 (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.: 341140 10 1 - ------------------------------------------------------------ 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 11,050,080 EACH ----------------------------------- REPORTING 7 SOLE DISPOSITIVE POWER PERSON 0 WITH ----------------------------------- 8 SHARED DISPOSITIVE POWER 11,050,080 - ------------------------------------------------------------ 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,050,080 - ------------------------------------------------------------ 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------ 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 16.9% - ------------------------------------------------------------ 12 TYPE OF REPORTING PERSON PN - ------------------------------------------------------------ SCHEDULE 13G - ------------------------------------------------------------ CUSIP No.: 341140 10 1 - ------------------------------------------------------------ 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 11,050,080 EACH ----------------------------------- REPORTING 7 SOLE DISPOSITIVE POWER PERSON 0 WITH ----------------------------------- 8 SHARED DISPOSITIVE POWER 11,050,080 - ------------------------------------------------------------ 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,050,080 - ------------------------------------------------------------ 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------ 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 16.9% - ------------------------------------------------------------ 12 TYPE OF REPORTING PERSON CO - ------------------------------------------------------------ SCHEDULE 13G - ------------------------------------------------------------ CUSIP No.: 341140 10 1 - ------------------------------------------------------------ 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 925,872 NUMBER OF SHARES ----------------------------------- BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 11,430,912 EACH ----------------------------------- REPORTING 7 SOLE DISPOSITIVE POWER PERSON 764,917 WITH ----------------------------------- 8 SHARED DISPOSITIVE POWER 11,430,912 - ------------------------------------------------------------ 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,622,028 - ------------------------------------------------------------ 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ X ] - ------------------------------------------------------------ 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.6% - ------------------------------------------------------------ 12 TYPE OF REPORTING PERSON IN - ------------------------------------------------------------ SCHEDULE 13G - ------------------------------------------------------------ CUSIP No.: 341140 10 1 - ------------------------------------------------------------ 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 2,774,520 NUMBER OF SHARES ----------------------------------- BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 11,613,162 EACH ----------------------------------- REPORTING 7 SOLE DISPOSITIVE POWER PERSON 2,747,871 WITH ----------------------------------- 8 SHARED DISPOSITIVE POWER 11,613,162 - ------------------------------------------------------------ 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,385,595 - ------------------------------------------------------------ 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [X] - ------------------------------------------------------------ 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 12.8% - ------------------------------------------------------------ 12 TYPE OF REPORTING PERSON IN Item 1. (a) The name of the Issuer is Florida Rock Industries, Inc. (b) The Issuer's principal executive offices are located at 155 East 21st Street, Jacksonville, Florida 32206. Item 2. (a) This Amendment No. 3 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. 3 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 341140 10 1. Item 3. Not applicable Item 4. (a) Amount beneficially owned: 1) Baker Holdings, L.P.: 11,050,080 2) Baker Investment Holdings, Inc.: 11,050,080 3) Edward L. Baker: 5,622,028 4) John D. Baker II: 8,385,595 Total: 15,779,319 shares (b) Percent of class: 1) Baker Holdings, L.P.: 16.9% 2) Baker Investment Holdings, Inc.: 16.9% 3) Edward L. Baker: 8.6% 4) John D. Baker II: 12.8% Total: 24.1% (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: 925,872 4) John D. Baker II: 2,774,520 Total: 3,700,392 (ii) Shared power to vote or to direct the vote: 1) Baker Holdings, L.P.: 11,050,080 2) Baker Investment Holdings, Inc.: 11,050,080 3) Edward L. Baker: 11,430,912 4) John D. Baker II: 11,613,162 Total: 11,613,162 (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: 764,917 4) John D. Baker II: 2,747,871 Total: 3,512,788 (iv) Shared power to dispose or to direct the disposition of: 1) Baker Holdings, L.P.: 11,050,080 2) Baker Investment Holdings, Inc.: 11,050,080 3) Edward L. Baker: 11,430,912 4) John D. Baker II: 11,613,162 Total: 11,613,162 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. The Partnership 11,050,080 shares (approximately 16.9% 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. 375,000 shares are owned by the Cynthia L. Baker Trust U/A/D April 30, 1965, of which Edward L. Baker and John D. Baker II are income beneficiaries and trustees. Edward L. Baker and John D. Baker II are directors and shareholders of the General Partner and income beneficiaries and trustees of the Cynthia L. Baker Trust and, accordingly, may be deemed to be the beneficial owner of (and to have shared voting and dispositive powers with respect to) such shares. Edward L. Baker - Voting and Dispositive Power Edward L. Baker has sole voting and dispositive power with respect to 370,864 shares held by various trusts for the benefit of the children of John D. Baker II, 59,199 shares held directly and 334,854 shares held in his Living Trust. Mr. Baker has sole voting but no dispositive power with respect to 160,995 shares held in his Profit Sharing Plan account. Mr. Baker has shared voting and dispositive power with respect to 11,050,080 shares held by the Partnership, 375,000 shares held by the Cynthia L. Baker Trust and 5,832 held in a fiduciary account by STABANCO, as nominee of SunTrust Bank. Edward L. Baker - Beneficial Ownership Edward L. Baker's beneficial ownership total includes 4,284,192 of the shares owned by the Partnership and 1,944 of the shares held by STABANCO, in each case in which he has a pecuniary interest. Mr. Baker disclaims beneficial ownership of the balance of the shares owned by the Partnership or in the STABANCO account. His beneficial ownership total also includes the 375,000 shares owned by the Cynthia L. Baker Trust and 13,603 shares owned by his wife, although in each case he disclaims beneficial ownership except to the extent of his pecuniary interest therein. Mr. Baker's beneficial ownership total includes 432,281 shares under options that are exercisable within 60 days of December 31, 2005. Mr. Baker's reported beneficial ownership totals exclude 370,864 shares held as Trustee for the benefit of the children of John D. Baker II. Mr. Baker disclaims beneficial ownership of these shares. John D. Baker II - Voting and Dispositive Power John D. Baker II has sole voting and dispositive power over 2,747,871 shares held in his Living Trust. Mr. Baker has sole voting but no dispositive power with respect to 26,649 shares held in his Profit Sharing Plan account. Mr. Baker has shared voting and dispositive power with respect to 11,050,080 shares held by the Partnership, 375,000 shares held by the Cynthia L. Baker Trust and 5,832 shares held in a fiduciary account by STABANCO, as nominee of SunTrust Bank. In addition, Mr. Baker has shared voting and dispositive power with respect to 182,250 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. John D. Baker II - Beneficial Ownership John D. Baker II's beneficial ownership total includes 4,284,192 of the shares owned by the Partnership and 1,944 of the shares held by STABANCO, in each case in which he has a pecuniary interest. Mr. Baker disclaims beneficial ownership of the balance of the shares owned by the Partnership or in the STABANCO account. His beneficial ownership total also includes the 375,000 shares owned by the Cynthia L. Baker Trust and 517,658 shares owned by his wife's Living Trust, although in each case he disclaims beneficial ownership except to the extent of his pecuniary interest therein. Mr. Baker's beneficial ownership total also includes 432,281 shares under options that are exercisable within 60 days of December 31, 2005. Mr. Baker's reported beneficial ownership total excludes 517,658 shares held as Trustee for the benefit of his wife and children as well as the 182,250 shares owned by Regency Square II. Mr. Baker disclaims beneficial ownership of these 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. Baker Holdings, L.P., a Delaware Limited Partnership Baker Investment Holdings, Inc., a Delaware corporation Edward L. Baker John D. Baker II 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 14, 2006 BAKER HOLDINGS, L.P. By: Baker Investment Holdings, Inc. /s/ Darryl E. Smith By: _____________________________ Darryl E. Smith,President BAKER INVESTMENT HOLDINGS, INC. /s/ Darryl E. Smith By: _____________________________ Darryl E. Smith, President /s/ Edward L. Baker _________________________________ Edward L. Baker /s/ John D. Baker II _________________________________ John D. Baker II -----END PRIVACY-ENHANCED MESSAGE-----