-----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, BU5Mazb3lz3SVb/JwE2lc9BHUYAfe8WAph3jqkHMS+aI6Sg9x2A0yX1+4incYagl vAceIX38zrfVnnAVquHl9Q== 0000844059-00-000004.txt : 20000511 0000844059-00-000004.hdr.sgml : 20000511 ACCESSION NUMBER: 0000844059-00-000004 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20000331 FILED AS OF DATE: 20000510 FILER: 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: 10-Q SEC ACT: SEC FILE NUMBER: 000-17554 FILM NUMBER: 624545 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 10-Q 1 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 (Mark one) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarter Ended March 31, 2000. OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 0-17554 PATRIOT TRANSPORTATION HOLDING, INC. Formerly Known as FRP Properties, Inc. (Exact name of registrant as specified in its charter) Florida 59-2924957 (State or other jurisdiction of (I.R.S. Employer) incorporation or organization) Identification No.) 1801 Art Museum Drive, Jacksonville, Florida 32207 (Address of principal executive offices) (Zip Code) 904/396-5733 (Registrant's telephone number, including area code) (FRP Properties, Inc.) (155 East 21st Street, Jacksonville, Florida 32206) (904/355-1781) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of May 1, 2000: 3,348,151 shares of $.10 par value common stock. PATRIOT TRANSPORTATION HOLDINGS, INC. CONSOLIDATED CONDENSED BALANCE SHEET (In thousands) (Unaudited) March 31, September 30, 2000 1999 ASSETS Current assets: Cash and cash equivalents $ 376 2,593 Accounts receivable: Affiliates 465 399 Other 10,439 8,336 Less allowance for doubtful accounts (290) (284) Inventory of parts and supplies 634 503 Prepaid expenses and other 2,644 2,614 Total current assets 14,268 14,161 Other assets: Real estate held for investment, at cost 5,674 5,674 Goodwill 1,187 1,207 Other 2,269 2,244 Total other assets 9,130 9,125 Property, plant and equipment, at cost 181,169 172,747 Less accumulated depreciation and depletion (58,982) (57,378) Net property, plant and equipment 122,187 115,369 $145,585 138,655 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Short-term note payable to bank $ 7,500 3,000 Accounts payable: Affiliates 288 166 Other 2,447 5,399 Federal and state income taxes 611 499 Accrued liabilities 4,229 3,866 Long-term debt due within one year 749 625 Total current liabilities 15,824 13,555 Long-term debt 42,498 37,936 Deferred income taxes 8,744 8,820 Accrued insurance reserves 4,658 4,644 Other liabilities 1,009 1,008 Stockholders' equity: Preferred stock, no par value; 5,000,000 shares authorized - - Common stock, $.10 par value; 25,000,000 shares authorized, 3,338,151 shares issued (3,375,817 at September 30, 1999) 334 338 Capital in excess of par value 14,774 15,660 Retained earnings 57,744 56,694 Total stockholders' equity 72,852 72,692 $145,585 138,655 See accompanying notes. PATRIOT TRANSPORTATION HOLDING, INC. CONSOLIDATED CONDENSED STATEMENT OF INCOME (In thousands except per share amounts) (Unaudited) THREE MONTHS SIX MONTHS ENDED MARCH 31, ENDED MARCH 31, 2000 1999 2000 1999 Revenues: Affiliates $ 1,767 1,789 3,383 3,556 Non-affiliates 19,799 19,227 38,333 36,491 21,566 21,016 41,716 40,047 Cost of operations 17,747 15,477 34,290 30,115 Gross profit 3,819 5,539 7,426 9,932 Selling, general and administrative expense: Affiliates 79 420 286 840 Non-affiliates 2,085 1,251 3,840 2,925 2,164 1,671 4,126 3,765 Operating profit 1,655 3,868 3,300 6,167 Interest expense (849) (534) (1,594) (1,093) Interest income 13 2 15 5 Other income, net (1) 16 (1) 16 Income before income taxes 818 3,352 1,720 5,095 Provision for income taxes 319 1,307 671 1,987 Net income $ 499 2,045 1,049 3,108 Basic earnings per common share $ .15 .59 .31 .90 Diluted earnings per common share $ .15 .59 .31 .89 Number of shares used in computing: Basic earnings per share 3,340 3,455 3,371 3,459 Diluted earnings per share 3,361 3,483 3,393 3,487 See accompanying notes. PATRIOT TRANSPORTATION HOLDING INC. CONSOLIDATED STATEMENT OF CASH FLOWS SIX MONTHS ENDED MARCH 31, 2000 AND 1999 (In thousands) (Unaudited) 2000 1999 Cash flows from operating activities: Net income $1,049 3,108 Adjustments to reconcile net income to net cash provided from operating activities: Depreciation, depletion and amortization 5,464 4,780 Net changes in operating assets and liabilities: Accounts receivable (2,188) 8 Inventory of parts and supplies (131) (19) Prepaid expenses (31) 221 Accounts payable and accrued liabilities (2,451) (114) Increase(decrease) in deferred income taxes 20 1,386 Net change in insurance reserve and other liabilities 15 51 Gain on disposition of real estate, property, plant and equipment (563) (1,670) Other, net (5) 21 Net cash provided from operating activities 1,179 7,772 Cash flows from investing activities: Purchase of property, plant and equipment (12,870) (9,680) Additions to other assets (289) (204) Proceeds from sale of real estate held for investment, property, plant and equipment, and other assets 1,466 2,313 Net cash used in investing activities (11,693) (7,571) Cash flows from financing activities: Proceeds from long-term debt 5,000 - Net increase in short-term debt 4,500 6,800 Repayment of long-term debt (314) (5,256) Repurchase of Company stock (889) (312) Exercise of stock options - - Net cash provided from financing activities 8,297 1,232 Net increase (decrease) in cash and cash equivalents (2,217) 1,433 Cash and cash equivalents at beginning of year 2,593 663 Cash and cash equivalents at end of the period $ 376 2,096 Supplemental disclosures of cash flow information: Cash paid during the period for: Interest expense, net of amount capitalized $1,544 1,113 Income taxes $ 635 1,830 Non cash investing activities: Additions to property, plant and equipment from exchanges $ 254 327 See accompanying notes. PATRIOT TRANSPORTATION HOLDING, INC. NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS MARCH 31, 2000 (Unaudited) (1) Basis of Presentation. The accompanying consolidated condensed financial statements include the accounts of the Company and its subsidiaries. These statements have been prepared in accordance with generally accepted accounting principles for interim financial information and the instructions to Form 10-Q and do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the results for the interim periods have been included. Operating results for the three and six months ended March 31, 2000 are not necessarily indicative of the results that may be expected for the fiscal year ended September 30, 2000. The accompanying consolidated financial statements and the information included under the heading "Management's Discussion and Analysis" should be read in conjunction with the consolidated financial statements and related notes of Patriot Transportation Holding, Inc. for the year ended September 30, 1999. (2) Industry Segments. The Company has identified two business segments each of which is managed separately along product lines. All the company's operations are in the Southeastern and mid-Atlantic states. The transportation segment hauls liquid and dry commodities by motor carrier. The real estate segment owns real estate of which a substantial portion is under mining royalty agreements or leased. They also hold certain other real estate for investment and are developing commercial and industrial properties. Operating results and certain other financial data for the Company's business segments are as follows (in thousands): Three Months ended Six Months ended March 31, March 31, 2000 1999 2000 1999 Revenues: Transportation $ 18,407 16,247 35,930 32,692 Real estate 3,159 4,769 5,786 7,355 $ 21,566 21,016 41,716 40,047 Operating profit(a) Transportation $ 407 1,017 968 2,443 Real estate 1,709 3,123 3,164 4,641 Corporate expenses (461) (272) (832) (917) Operating profit $ 1,655 3,868 3,300 6,167 Identifiable assets, at quarter end Transportation 54,781 46,376 Real estate 89,883 80,253 Cash items 376 2,096 Unallocated corporate assets 545 540 145,585 129,265 (a) Operating profit is earnings before interest expense, other income, interest income and income taxes. (3) Spin-off of Real Estate Business. On December 1, 1999, the Board of Directors approved a reorganization of the Company which would result in spinning off to its shareholders a new company which would include the real estate business, while retaining the transportation business in Patriot Transportation Holding, Inc. The Company has obtained a tax ruling from the Internal Revenue Service that confirms that the proposed transaction will be tax-free to shareholders. Although the Company is fully committed to completing the spin-off through a distribution to shareholders in a timely manor, such a distribution is subject to a number of conditions and there can be no assurances to when it will occur. For information concerning the selected information concerning the real estate business, see Note 2. (4) Name Change Approval. At the annual meeting on February 2, 2000, the shareholders approved a proposal to amend Article I of the Company's Articles of Incorporation to change the name of the Company to Patriot Transportation Holding, Inc. The name change was effective on March 1,2000 upon filing of articles of amendment to Articles of Incorporation with the State of Florida. (5) Contingent Liabilities. The Company and its subsidiaries are subject to legal proceedings and claims arising out of their businesses that cover a wide range of matters. Additional information concerning these matters is presented in Note 11 to the consolidated financial statements included in the Company's 1999 Annual Report to stockholders. Such information is incorporated herein by reference. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Operating Results For the second quarter and first half of fiscal 2000, consolidated revenues increased 2.6% and 4.2%, respectively over the same period last year. The Transportation segment revenues for the second quarter and first half increased 13.3% and 9.9%, respectively due primarily to an increase in miles hauled and a modest increase in pricing over the same quarter last year. Real estate revenues decreased 33.8% and 21.3% for the second quarter and first half, respectively. The real estate revenue decrease was primarily due to reduced sales of real estate and timber sales. During the second quarter and first half of fiscal 2000, the Company had revenues from real estate sales of $315,000 as compared to real estate and timber sales of $2,157,000 for the second quarter of 1999 and $2,226,000 for the first half of 1999. Consolidated gross profit decreased $1,720,000 or 31.1% for the second quarter and decreased $2,506,000 or 25.2% for the first half as compared to last year. Gross profit in Transportation decreased $262,000 for the second quarter and decreased $965,000 for the first half. The decrease in gross profit for the Transportation Group was primarily attributable to sharply higher fuel costs, a tight labor market for drivers resulting in increased costs to hire and retain personnel and higher depreciation expense resulting from an expanded and upgraded tractor fleet. Gross profit in the Real Estate segment decreased $1,458,000 for the second quarter and decreased $1,541,000 for the first half. Real estate gross profit was negatively impacted by reduced real estate and timber sales. Selling, general and administrative expense increased $493,000 for the second quarter and increased $361,000 for the first half from the same periods last year. Selling, general and administrative expense as a percent of sales was 10.0% for the second quarter as compared to 8.0% last year and 9.9% for the first half as compared to 9.4% last year. The increase was primarily attributable to increased administrative expenses related to formation of a third-party agent/owner-operator transportation operation and legal and accounting fees associated with the proposed spin-off of the real estate business. Interest expense increased $315,000 for the second quarter and increased $501,000 for the first half due primarily to an increase in the average debt outstanding and an increase in average interest rate. Income tax expense decreased $988,000 for the second quarter and $1,316,000 for the first half as a result of reduced income before taxes. Income tax expense as a percentage of income before income tax expense was 39% for all periods. Summary and Outlook Tight labor markets combined with higher fuel costs and the likelihood of higher interest rates will increase costs for the transportation business this year. Aggressive steps will be maintained to raise unit revenues to counteract these increased expenses. The Company's third-party agent/owner-operator start-up operation Patriot Transportation, Inc., continues to make progress against its plan. Financial Condition The Company continues to maintain its financial condition with sufficient resources to meet anticipated capital expenditures and other operating requirements. The Company's revolving credit facility will convert to a term loan if not modified by November 15, 2000. The Company is currently in process of evaluating and discussing its long-term credit needs with its bank group and anticipates it will complete the extension and/or modification of its credit facility before the revolving credit facility converts to a term loan. Other During fiscal 1999, the transportation segment's ten largest customers accounted for approximately 33% of transportation's revenue. The loss of one or more of these customers could have an adverse effect on the Company's revenue and income. While the Company is affected by environmental regulations, such regulations are not expected to have a major effect on the Company's capital expenditures or operating results. Additional information concerning environmental matters is presented in Note 11 to the consolidated financial statements included in the Company's 1999 Annual Report to stockholders. Such information is incorporated herein by reference. Forward-Looking Statements. Certain matters discussed in this report contain forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from these indicated by such forward-looking statements. These forward-looking statements relate to, among other things, capital expenditures, liquidity, capital resources, competition and may be indicated by words or phrases such as "anticipate," "estimate," "plans," "projects," "continuing," "ongoing," "expects," "management believes," "the Company believes," "the Company intends" and similar words or phrases. The following factors are among the principal factors that could cause actual results to differ materially from the forward-looking statements: availability and terms of financing; competition; levels of construction activity in FRI's markets; labor market for drivers; fuel costs; and inflation. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS There are no material changes to the disclosures made in Form 10-K for the fiscal year ended September 30, 1999 on this matter. PART II OTHER INFORMATION Item 1. Legal Proceedings Note 11 to the consolidated financial statements included in the Company's 1999 Annual Report to stockholders is incorporated herein by reference. Item 4. Submission of Matters to a Vote of Security Holders On February 2, 2000, the Company held its annual shareholders meeting. At the meeting, the stockholders elected the following directors by the vote shown. Term Votes Votes Broker/ Ending For Withheld Non-Votes John D. Baker II 2004 2,811,774 123,479 - Luke E. Fichthorn III 2004 2,811,671 123,582 - James B. Shephard 2003 2,811,674 123,579 - Robert H. Paul III 2003 2,811,771 123,482 - The stockholders voted on a proposal to amend Article 1 of the Articles of Incorporation to change the name of the Company to Patriot Transportation Holding, Inc. The proposal was approved by the vote shown: For Against Withhold Vote 2,905,141 30,112 428,664 The stockholders also voted on a proposal to approve the Company's 2000 Stock Option Plan. The proposal was approved by the vote shown: For Against Withhold Vote Broker Non Vote 1,735,258 895,434 428,664 304,561 Item 6. Exhibits and Reports on Form 8-K (a) Exhibits. The response to this item is submitted as a separate Section entitled "Exhibit Index", starting on page 11. (b) Reports on Form 8-K. During the three months ended March 31, 2000, no reports on a Form 8-K were filed by the Company. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized. May 9, 2000 PATRIOT TRANSPORTATION HOLDING, INC. JAMES J. GILSTRAP James J. Gilstrap Treasurer and Chief Financial Officer WALLACE A. PATZKE, JR. Wallace A. Patzke, Jr. Controller and Chief Accounting Officer PATRIOT TRANSPORTATION HOLDING, INC. FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2000 EXHIBIT INDEX (3)(a)(1) Articles of Incorporation of Patriot Transportation Holding, Inc. Previously filed with Form S-4 dated December 13, 1988. File No. 33-26115. (3)(a)(2) Amendment to the Articles of Incorporation of Patriot Transportation Holding, Inc. filed with the Secretary of State of Florida on February 19, 1991. Previously filed with Form 10-K for the fiscal year ended September 30, 1993. file No. 33-26115. (3)(a)(3) Amendments to the Articles of Incorporation of Patriot Transportation Holding, Inc. filed with the Secretary of State of Florida on February 7, 1995. Previously filed as appendix to the Company's Proxy Statement dated December 15, 1994. (3)(a)(4) Amendment to the Articles of Incorporation, filed with the Florida Secretary of State on May 6, 1999. A form of such amendment was previously filed as Exhibit 4 to the Company's Form 8-K dated May 5, 1999. File No. 33-26115. (3)(a)(5) Amendment to the Articles of Incorporation of Patriot Transportation Holding, Inc. filed with the Secretary of State of Florida on February 21, 2000. (3)(b)(1) Restated Bylaws of Patriot Transportation Holding, Inc. adopted December 1, 1993. Previously filed with Form 10-K for the fiscal year ended September 30, 1993. File No. 33-26115. (3)(b)(2) Amendment to the Bylaws of Patriot Transportation Holding, Inc. adopted August 3, 1994. Previously filed with Form 10-K for the fiscal year ended September 30, 1994. File No. 33-26115. (4)(a) Articles III, VII and XII of the Articles of Incorporation of Patriot Transportation Holding, Inc. Previously filed with Form S-4 dated December 13, 1988. And amended Article III filed with Form 10-K for the fiscal year ended September 30, 1993. And Articles XIII and XIV previously filed as appendix to the Company's Proxy Statement dated December 15, 1994. File No. 33-026115. (4)(b) Specimen stock certificate of Patriot Transportation Holding, Inc. Previously filed with Form S-4 dated December 13, 1988. File No. 33-26115. (4)(c) Credit Agreement dated as of November 15, 1995 among Patriot Transportation Holding, Inc.; SunTrust Bank, Central Florida, National Association; Bank of America Illinois; Barnett Bank of Jacksonville, N.A.; and First Union National Bank of Florida. Previously filed with Form 10-Q for the quarter ended December 31, 1995. File No. 33-26115. (4)(c)(1) First Amendment dated as of September 30, 1998 to the Credit Agreement dated as of November 15, 1995. Previously filed with Form 10-K for the year ended September 30, 1998. File No. 33-26115. (4)(d) The Company and its consolidated subsidiaries have other long-term debt agreements which do not exceed 10% of the total consolidated assets of the Company and its subsidiaries, and the Company agrees to furnish copies of such agreements and constituent documents to the Commission upon request. (4)(e) Rights Amendment, dated as May 5, 1999 between the Company and First Union National Bank. Previously filed as Exhibit 4 to the Company's Form 8-K dated May 5, 1999. File No. 33-26115. (10)(a) Post Distribution Agreement, dated May 7, 1986, by and between Florida Rock Industries, Inc. and Florida Rock & Tank Lines, Inc. and amendments thereto dated July 1, 1987 and September 27, 1988. Previously filed with Form S-4 dated December 13, 1988. File No. 33-26115. (10)(b) Tax Sharing Agreement, dated May 7,1986, between Florida Rock Industries, Inc. and Florida Rock & Tank Lines, Inc. Previously filed with Form S-4 dated December 13, 1988. File No. 33-26115. (10)(c) Various leasebacks and mining royalty agreements with Florida Rock Industries, Inc., none of which are presently believed to be material individually, except for the Mining Lease Agreement dated September 1, 1986, between Florida Rock Industries Inc. and Florida Rock Properties, Inc., successor by merger to Grandin Land, Inc. (see Exhibit (10)(e)), but all of which may be material in the aggregate. Previously filed with Form S-4 dated December 13, 1988. File No. 33-26115. (10)(d) License Agreement, dated June 30, 1986, from Florida Rock Industries, Inc. to Florida Rock & Tank Lines, Inc. to use "Florida Rock" in corporate names. Previously filed with Form S-4 dated December 13, 1988. File No. 33-26115. (10)(e) Mining Lease Agreement, dated September 1, 1986, between Florida Rock Industries, Inc. and Florida Rock Properties, Inc., successor by merger to Grandin Land, Inc. Previously filed with Form S-4 dated December 13, 1988. File No. 33-26115. (10)(f) Summary of Medical Reimbursement Plan of Patriot Transportation Holding, Inc. Previously filed with Form 10-K for the fiscal year ended September 30, 1993. File No. 33-26115. (10)(g) Split Dollar Agreement dated October 3, 1984, between Edward L. Baker and Florida Rock Industries, Inc. and assignment of such agreement, dated January 31, 1986 from Florida Rock Industries, Inc. to Florida Rock & Tank Lines, Inc. Previously filed with Form S-4 dated December 13, 1988. File No. 33-26115. (10)(h) Summary of Management Incentive Compensation Plans. Previously filed with Form 10-K for the fiscal year ended September 30, 1994. File No. 33-26115. (10)(I) Management Security Agreements between the Company and certain officers. Form of agreement previously filed as Exhibit (10)(I) with Form S-4 dated December 13, 1988. File No. 33-26115. (10)(I)(1) Patriot Transportation Holding, Inc. 1989 Employee Stock Option Plan. Previously filed with Form S-4 Dated December 13, 1988. File No. 33-26115. (10)(I)(2) Patriot Transportation Holding, Inc. 1995 Employee Stock Option Plan. Previously filed as an appendix to the Company's Proxy Statement dated December 15, 1994. (11) Computation of Earnings Per Common Share. (27) Financial Data Schedule EX-11 2 EPS Exhibit (11) PATRIOT TRANSPORTATION HOLDING, INC. COMPUTATION OF EARNINGS PER COMMON SHARE (UNAUDITED) THREE MONTHS SIX MONTHS ENDED MARCH 31, ENDED MARCH 31, 2000 1999 2000 1999 Net income $ 499,000 2,045,000 1,049,000 3,108,000 Common shares: Weighted average shares outstanding during the period - shares used for basic earnings per share 3,339,569 3,455,100 3,371,041 3,459,427 Shares issuable under stock options which are poten- tially dilutive 21,858 28,302 21,468 27,085 Shares used for diluted earnings per share 3,361,427 3,483,402 3,392,509 3,486,512 Basic earnings per common share $.15 .59 .31 .90 Diluted earnings per common share $.15 .59 .31 .89 EX-3 3 ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION OF FRP PROPERTIES, INC. The undersigned, on behalf of FRP Properties, Inc., a Florida corporation, and pursuant to Sections 607.1003 and 607.1006 of the Florida Business Corporation Act, hereby adopts the following Articles of Amendment to the Articles of Incorporation of said corporation: 1. The name of the corporation is FRP Properties, Inc. (the "Corporation"). 2. Article I of the Articles of Incorporation of the Corporation is hereby amended as of the Effective Date (as defined below) to change the name of the Corporation to Patriot Transportation Holding, Inc. Accordingly, Article I of the Articles of Incorporation of the Corporation is amended in its entirety as of the Effective Date (as defined below) to read as follows: "ARTICLE I The name of the corporation is Patriot Transportation Holding, Inc." 3. The foregoing amendment was adopted and approved on February 2, 2000, by the shareholders of the Corporation. The number of votes cast for the amendment, whether in person or by proxy, was sufficient for approval. 4. The foregoing amendment shall become effective at 12:01 a.m. on March 1, 2000 ("Effective Date"). IN WITNESS WHEREOF, the undersigned officer, on behalf of the Corporation, has executed these Articles of Amendment this 21st day of February, 2000. FRP PROPERTIES, INC., a Florida corporation By John E. Anderson, President EX-27 4 FDS
5 1000 6-MOS SEP-30-2000 OCT-01-1999 MAR-31-1999 376 0 10,904 290 634 14,268 181,169 58,982 145,585 15,824 42,498 0 0 334 72,518 145,585 41,716 41,716 34,290 34,290 0 0 (1,594) 1,720 671 1,049 0 0 0 1,049 .31 .31
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