-----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, VMkkBggNoVlNB9BQpocYKDgLOuHOjrmMcASePmpOtPZfBkSu1/+KmjybNgZdl6Yi NYmZ0uOGPqn3EWzFRHqq4g== 0000898080-99-000078.txt : 19990217 0000898080-99-000078.hdr.sgml : 19990217 ACCESSION NUMBER: 0000898080-99-000078 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990216 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 SEC ACT: SEC FILE NUMBER: 005-40400 FILM NUMBER: 99543097 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: BAKER INVESTMENTS LTD CENTRAL INDEX KEY: 0001079407 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 155 EAST 21ST STREET CITY: JACKSONVILLE STATE: FL ZIP: 32206 BUSINESS PHONE: 9043551781 MAIL ADDRESS: STREET 2: 155 EAST 21ST ST CITY: JACKSONVILLE STATE: FL ZIP: 32206 SC 13G 1 SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------- SCHEDULE 13G Under the Securities Exchange Act of 1934 FRP Properties, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 30262E 10 9 (CUSIP Number) February 24, 1997 (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) |X| Rule 13d-1(d) (Page 1 of 10 Pages) Exhibit Index is on Page 11 SCHEDULE 13G CUSIP No. 30262E 10 9 Page 2 of 10 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Baker Investments, Ltd., FEIN: 59-2560711 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Florida NUMBER OF 5 SOLE VOTING POWER SHARES 0 (See Item 4) BENEFICIALLY OWNED BY 6 SHARED VOTING POWER EACH 1,061,521 (See Item 4) REPORTING PERSON 7 SOLE DISPOSITIVE POWER WITH 0 (See Item 4) 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 BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 30.6% 12 TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- 2 SCHEDULE 13G CUSIP No. 30262E 10 9 Page 3 of 10 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. 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 5 SOLE VOTING POWER SHARES 97,130 (See Item 4) BENEFICIALLY OWNED BY 6 SHARED VOTING POWER EACH 1,061,521 (See Item 4) REPORTING PERSON 7 SOLE DISPOSITIVE POWER WITH 94,589 (See Item 4) 8 SHARED DISPOSITIVE POWER 1,061,521 (See Item 4) 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,158,652 (See Item 4) 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |X| 11 PERCENT OF CLASS REPRES NTED BY AMOUNT IN ROW (11) 33.4% 12 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- 3 SCHEDULE 13G CUSIP No. 30262E 10 9 Page 4 of 10 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON John D. Baker II 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_| 3 SEC U E ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF 5 SOLE VOTING POWER SHARES 120,301 (See Item 4) BENEFICIALLY OWNED BY 6 SHARED VOTING POWER EACH 1,101,821 (See Item 4) REPORTING PERSON 7 SOLE DISPOSITIVE POWER WITH 118,752 (See Item 4) 8 SHARED DISPOSITIVE POWER 1,101,821 (See Item 4) 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,222,122 (See Item 4) 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |X| 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 35.2% 12 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- 4 This Schedule 13G is filed with respect to an event on February 24, 1997 (the death of Thompson S. Baker who was previously included in a joint filing of Schedule 13D as a reporting person.) This reporting group previously filed a Schedule 13D on December 4, 1989, although it was eligible to file a Schedule 13G at such time. Item 1. (a) The name of the Issuer is FRP Properties, 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 Investments, Ltd., a Florida limited partnership (the "Partnership"), Edward L. Baker and John D. Baker II, individually and as general partners of the Partnership (collectively, the "Reporting Persons"). (b) The principal executive offices of the Partnership are located at 155 East 21st Street, Jacksonville, Florida 32206. 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. The general partners of the Partnership are Edward L. Baker and John D. Baker II. 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 of $.10 per share. (e) The CUSIP number of the common stock is 30262E 10 9. Item 3. Not applicable. Item 4. Ownership. (a) Amount beneficially owned:* 1) Baker Investments, Ltd.: 1,061,521 2) Edward L. Baker: 1,158,652 3) John D. Baker, II: 1,222,122 Total: 1,319,253 shares 5 (b) Percent of class:* 1) Baker Investments, Ltd.: 30.6% 2) Edward L. Baker: 33.4% 3) John D. Baker, II: 35.2% Total: 38% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote:* 1) Baker Investments, Ltd.: 0 2) Edward L. Baker: 97,130 3) John D. Baker, II: 120,301 Total: 217,431 (ii) Shared power to vote or to direct the vote:* 1) Baker Investments, Ltd.: 1,061,521 2) Edward L. Baker: 1,061,521 3) John D. Baker, II: 1,101,821 Total: 1,101,821 (iii) Sole power to dispose or to direct the disposition of:* 1) Baker Investments, Ltd.: 0 2) Edward L. Baker: 94,589 3) John D. Baker, II: 118,752 Total: 213,341 (iv) Shared power to dispose or to direct the disposition of:* 1) Baker Investments, Ltd.: 1,061,521 2) Edward L. Baker: 1,061,521 3) John D. Baker, II: 1,101,821 Total: 1,101,821 6 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 Messrs. Edward L. Baker and John D. Baker II each disclaim beneficial ownership of the shares owned individually by the other individual Reporting Persons. *Edward L. Baker has sole voting and dispositive powers with respect to 13,449 shares in the Edward L. Baker Living Trust, 2,467 shares held by him individually and with respect to 78,673 shares he holds as trustee for the minor children of John D. Baker II. 1,061,521 shares (approximately 30.6% of the Issuer's total number of shares outstanding) are directly owned by the Partnership. The general partners, Edward L. Baker and John D. Baker, II, have shared voting and dispositive power with respect to 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 1,548 shares in the John D. Baker, II Living Trust, and the 117,204 shares held by him individually. 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. 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. 7 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. 8 Signature After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certify that the information set forth in this statement is true, complete and correct. DATE: February 16, 1999 BAKER INVESTMENTS, LTD. By: /s/ John D. Baker II ---------------------------------- John D. Baker II, General Partner /s/ John D. Baker II -------------------------------------- On behalf of John D. Baker II and Edward L. Baker 9 EXHIBIT INDEX Exhibit 1 Identity of members of group. 10 EX-99 2 IDENTITY OF MEMBERS OF GROUP Exhibit 1 Identity of members of group: Baker Investments Ltd., a Florida Limited Partnership Edward L. Baker John D. Baker, II -----END PRIVACY-ENHANCED MESSAGE-----