DEF 14A 1 proxy.txt PROXY STATEMENT PATRIOT TRANSPORTATION HOLDING, INC. 1801 Art Museum Drive, Jacksonville, Florida 32207 ___________________________ NOTICE OF ANNUAL MEETING OF SHAREHOLDERS To the Shareholders: The Annual Meeting of Shareholders of Patriot Transportation Holding, Inc. will be held at 2 o'clock in the afternoon, local time, on Wednesday, February 5, 2003 at 155 East 21st Street, Jacksonville, Florida 32206, for the following purposes, as more fully described in the attached proxy statement: (1) To elect three directors to serve for a term of four years and one director to serve for a term of one year; and (2) To transact such other business as may properly come before the meeting or any adjournments thereof. Shareholders of record at the close of business on December 9, 2002 are entitled to vote at the annual meeting or any adjournment or adjournments thereof. BY ORDER OF THE BOARD OF DIRECTORS December 23, 2002 Dennis D. Frick Secretary TO ASSURE YOUR REPRESENTATION AT THE MEETING, PLEASE COMPLETE THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ACCOMPANYING ENVELOPE. IF YOU ATTEND THE MEETING, YOU MAY WITHDRAW YOUR PROXY AND VOTE IN PERSON. 1 PATRIOT TRANSPORTATION HOLDING, INC. 1801 Art Museum Drive, Jacksonville, Florida 32207 PROXY STATEMENT ANNUAL MEETING - FEBRUARY 5, 2003 --------------------------------- The attached proxy is solicited by the Board of Directors of Patriot Transportation Holding, Inc. ("We" or the "Company") for use at the annual meeting of the shareholders to be held on Wednesday, February 5, 2003 at 2 o'clock in the afternoon, local time, and any adjournments thereof, at 155 East 21st Street, Jacksonville, Florida 32206. The proxy is revocable by written notice to the Secretary of the Company at any time before its exercise. Shares represented by properly executed and returned proxies will be voted at the meeting in accordance with the shareholders' directions or, if no directions are indicated, will be voted in favor of the election of the nominees proposed in this proxy statement and, if any other matters properly come before the meeting, in accordance with the best judgment of the persons designated as proxies. This proxy statement and the accompanying proxy are being distributed to shareholders on or about December 23, 2002. VOTING PROCEDURES ----------------- The holders of record of common stock at the close of business on December 9, 2002, may vote at the meeting. On such date there were outstanding 3,049,708 shares of common stock of the Company. Under the Company's Articles of Incorporation and Bylaws, each share of common stock is entitled to one vote. Under the Company's Bylaws, the holders of a majority of the outstanding shares entitled to vote shall constitute a quorum for the transaction of business at the meeting. Under the Florida Business Corporation Act ("FBCA"), directors are elected by a plurality of the votes cast and other matters are approved if affirmative votes cast by the holders of the shares represented at the meeting and entitled to vote on the subject matter exceed the votes opposing the action, unless a greater number of affirmative votes is required by the FBCA or the Company's Articles of Incorporation. Abstentions and broker non- votes will have no effect on the vote for election of directors and most routine matters. A broker non-vote generally occurs when a broker who holds shares in street name for a customer does not have authority to vote on certain non-routine matters because its customer has not provided any voting instructions on the matter. 1. ELECTION OF DIRECTORS -------------------------- Under our Articles of Incorporation, the Board of Directors is divided into four classes. One class of directors is elected at each annual meeting of shareholders for a four-year term of office or until their successors are elected and qualified. We have listed below three nominees in Class I to be reelected to hold office until the 2007 annual meeting and one nominee in Class II, who was appointed by the Board of Directors as a director during the past year, to be elected to hold office until the 2004 annual meeting. Your proxy will be voted for the election of the persons nominated unless you indicate 2 otherwise. If any of the nominees named should become unavailable for election for any presently unforeseen reason, the persons named in the proxy shall have the right to vote for a substitute as may be designated by the Board of Directors to replace such nominee, or the Board may reduce the number of directors accordingly. The following table sets forth information with respect to each nominee for election as a director and each director whose term of office continues after the 2003 annual meeting. Reference is made to the sections entitled "Common Stock Ownership of Certain Beneficial Owners" and "Common Stock Ownership by Directors and Officers" for information concerning stock ownership of the nominees and directors.
Director Name and Principal Occupation Age Since Other Directorships ----------------------------- --- -------- ------------------- Class I - Nominees for Terms Expiring in 2007 --------------------------------------------- Francis X. Knott 57 1989 Florida Rock Industries, Inc. Chairman of Partners Management Co., LLC and Partners Realty Trust, Inc. (a real estate management enterprise) James H. Winston 69 1992 Stein Mart, Inc. President of LPMC of Jax, Winston Hotels, Inc. Inc. (an investment real estate firm); President of Omega Insurance Company; President of Citadel Life & Health Insurance Co. Robert H. Paul III 68 1992 Chairman of the Board, President and Chief Executive Officer of Southeast-Atlantic Beverage Corporation (a manufacturer of soft drink products) 3 Class II - Nominee for Term Expiring in 2004 -------------------------------------------- H. Jay Skelton 64 2002 Consolidated - Tomoka Land President and Chief Executive Co. Officer of DDI,Inc. (a diversified family Investment company) Directors Continuing in Office After the 2003 Annual Meeting ------------------------------------------------------------ Class II - Terms Expiring in 2004 --------------------------------- Director Name and Principal Occupation Age Since Other Directorships ----------------------------- --- -------- ------------------- John D. Baker II 54 1988 Florida Rock Industries, Inc. President and Chief Hughes Supply, Inc. Executive Officer of Wachovia Corporation Florida Rock Industries, Inc. Luke E. Fichthorn III 61 1989 Florida Rock Industries, Inc. Partner in Twain Associates Bairnco Corporation (a private investment banking firm); Chairman of the Board and Chief Executive Officer of Bairnco Corporation (manufacturer) Class III - Terms Expiring in 2005 ---------------------------------- Director Name and Principal Occupation Age Since Other Directorships ----------------------------- --- -------- ------------------- John E. Anderson 57 1989 Winn Dixie Stores, Inc. President and Chief Executive Officer of the Company David H. deVilliers Jr. 51 1993 Vice President of the Company 4 Class IV - Term Expiring in 2006 -------------------------------- Director Name and Principal Occupation Age Since Other Directorships ----------------------------- --- -------- ------------------- Edward L. Baker 67 1988 Florida Rock Industries, Inc. Chairman of the Board of the Company and of Florida Rock Industries, Inc. Thompson S. Baker II 44 1994 Florida Rock Industries, Inc. Vice President of Florida Rock Industries, Inc. Martin E. Stein Jr. 50 1992 Regency Centers Chairman and Chief Executive Corporation Officer of Regency Stein Mart, Inc. Centers Corporation (a commercial real estate investment trust)
All of the directors have been employed in their respective positions for the past five years. Edward L. Baker and John D. Baker II are brothers. Thompson S. Baker II is the son of Edward L. Baker. Please see "Compensation Committee Interlocks and Insider Participation" and "Certain Relationships and Related Transactions" for a discussion of other transactions including the relationships between the Company and Florida Rock Industries, Inc. ("FRI"). OTHER INFORMATION ABOUT THE BOARD AND ITS COMMITTEES ---------------------------------------------------- Meetings. During the fiscal year ended September 30, 2002, the Company's Board of Directors held five meetings. Directors who are not employees of the Company are paid fees of $10,000 annually and $1,000 per directors' meeting attended and granted the award of options for 1,000 shares of common stock for each regular board meeting attended. These options have a term of ten years, have an exercise price equal to the fair market value of the underlying shares on the date of grant and are immediately exercisable. During the fiscal year ended September 30, 2002, the Chairman of the Audit Committee received $500 and all other members of the Audit Committee received $300 for each Audit Committee meeting attended. Effective October 1, 2002, the Chairman of the Audit Committee is paid a fee of $10,000 annually and the other members of the Audit Committee receive a fee of $5,000 annually but no additional fees are paid for attendance at Audit Committee meetings. Members of all other committees receive $300 and the Chairman of that Committee receives $500 for each Committee meeting attended. Please see the information under the caption "Executive Compensation" for information about the compensation of directors that are also Company employees. 5 Executive Committee. The Executive Committee is comprised of Messrs. Edward L. Baker, John D. Baker II and John E. Anderson. To the extent permitted by law, the Executive Committee exercises the powers of the Board between the meetings of the Board of Directors. During fiscal 2002 the Executive Committee held no formal meetings, but acted on various resolutions by unanimous written consents. Audit Committee. Currently, Messrs. Skelton, Knott, and Paul serve on the Audit Committee. Messrs. Skelton, Knott and Paul each are independent directors as defined by the listing standards of the National Association of Securities Dealers and Section 301 of the recently enacted Sarbanes-Oxley Act of 2002. The Audit Committee recommends the appointment of independent accountants to audit the Company's consolidated financial statements and to perform professional services related to the audit, meets with the independent accountants and reviews the scope and results of their audit, and reviews the fees charged by the independent auditors. The Committee also reviews the scope and results of internal audits. The Audit Committee adopted a written charter during fiscal 2000 that was attached as an appendix to the proxy statement for the 2001 annual meeting of the shareholders. Pursuant to the Audit Committee Charter, the Board of Directors has determined that each of the members of the Audit Committee is able to read and understand financial statements, and that Mr. Skelton, who is chairman, has financial sophistication derived from his experience and background. In reaching such determinations, the Board of Directors considered the financial, business and occupational experience, as well as the past services as a director of each Audit Committee member. During fiscal 2002, the Audit Committee held two meetings. Compensation Committee. The Compensation Committee currently consists of Messrs. Fichthorn, Paul and Winston. The Committee determines the compensation for the Chief Executive Officer and reviews and approves compensation for certain executive officers and members of management. In addition, the Committee administers the Company's Stock Option Plans and the Management Incentive Compensation program. During fiscal 2002 the Compensation Committee held three meetings. Independent Directors Committee. During the fiscal year ended September 30, 2002, Messrs. Paul, Stein and Winston served as an ad hoc Independent Directors Committee for purposes of evaluating and approving an agreement to sell 108 acres of land located in Springfield, Virginia to FRI. The Independent Directors Committee held three meetings in fiscal 2002. Nominating Committee. The full Board of Directors acts as the Nominating Committee. During the last fiscal year, each of the directors attended 75% or more of all meetings of the Board and its Committees on which the director served, except for Mr. Paul, who attended 60% of the meetings of the Board of Directors and all of the meetings of the committees on which he served. AUDIT COMMITTEE REPORT ---------------------- With respect to the Company's fiscal year ended September 30, 2002, the Audit Committee of the Board of Directors (a) has reviewed and confirmed the Audit Committee Charter, a copy of which was published in the proxy statement for the 2001 annual meeting of the shareholders; (b) has reviewed 6 and discussed the Company's audited financial statements for fiscal 2002 with management; (c) has discussed with PricewaterhouseCoopers LLP any matters required of auditors to be discussed with the Audit Committee by Statement on Auditing Standards No. 61 (relating to additional information from the auditor regarding the scope and results of the audit); (d) has received written disclosures and a letter from PricewaterhouseCoopers LLP required by Independence Standards Board Standard No. 1 and has discussed with representatives of PricewaterhouseCoopers LLP their independence; and (e) has recommended to the Board of Directors that the Company's fiscal 2002 audited financial statements be included in the Company's annual report on Form 10-K. Submitted by: H. Jay Skelton, Chairman Francis X. Knott Robert H. Paul III Members of the Audit Committee 7 EXECUTIVE COMPENSATION ---------------------- Edward L. Baker, who is Chairman of the Board of the Company, receives his primary compensation from FRI which provides administrative and other services to the Company under an agreement. Summary Compensation Table -------------------------- The following table sets forth information concerning the compensation of the Company's Chief Executive Officer and five other most highly compensated executives who served in such capacities during fiscal 2002.
Securities Under- 1999 2000 All Other Name and Salary Bonus Lying 1998 to to to Compensation Principal Position Year ($)(3) ($)(3) Options 2000 2001 2002 ($)(4) ------------------ ---- ------ ------ ---------- ------- ---- ---- ------------ John E. Anderson 2002 318,750 128,000 -0- N/A N/A N/A 5,100 President 2001 314,250 -0- -0- N/A N/A N/A 5,245 2000 309,000 74,880 -0- 87,110 58,000 30,000 4,800 Ish Copley (5) 2002 143,985 -0- -0- N/A N/A N/A 4,320 Former President 2001 142,389 -0- -0- N/A N/A N/A 4,948 of SunBelt 2000 137,897 25,066 -0- 4,084 -0- -0- 4,800 Transport, Inc. Rick J. Copley (6) 2002 111,119 -0- -0- N/A N/A N/A 3,331 President of SunBelt Transport, Inc. David H. 2002 245,400 197,760 -0- N/A N/A N/A 5,069 deVilliers Jr. 2001 237,500 240,000 -0- N/A N/A N/A 4,880 Vice President 2000 222,500 138,000 -0- N/A 72,000 40,000 4,800 John R. Mabbett III 2002 169,575 52,200 -0- N/A N/A N/A 5,289 President of 2001 167,275 63,038 -0- N/A N/A N/A 4,880 Florida Rock & 2000 163,600 -0- -0- -0- -0- -0- 4,800 Tank Lines, Inc. Ray M. 2002 129,425 26,500 -0- N/A N/A N/A 4,303 Van Landingham (7) 2001 116,241 14,000 N/A N/A N/A N/A 4,314 Vice President Finance and Administration and Chief Financial Officer
8 (1) Columns relating to "other annual compensation" and "restricted stock awards" have been omitted because no compensation required to be reported in such columns was awarded to, earned by, or paid to the named executives during the periods covered by such columns. Non-cash perquisites are not disclosed in this table because the aggregate value does not exceed the lesser of $50,000 or 10% of total annual salary and bonus of each individual. (2) The amounts in these columns represent payments under the Company's performance unit plan which allowed participants to earn cash bonuses if three year performance goals were met. This long-term bonus plan was terminated effective at the end of fiscal 2000, and all amounts accrued under the plan were paid as a bonus to participants. Payments shown for plan years 1999 to 2001 and plan years 2000 to 2002 represent pro- rata amounts earned under each plan. (3) The amounts in this column include (a) salary and bonus deferred at the executive's election under the Company's Profit Sharing and Deferred Earnings Plan and (b) bonuses which are accrued in the year earned and paid in the following year. (4) Amounts shown in this column represent the Company's contribution on behalf of the named executive officer to the Company's Profit Sharing and Deferred Earnings Plan. (5) Ish Copley retired from the Company on September 16, 2002. (6) Rick J. Copley was appointed President of Sunbelt effective September 16, 2002. Prior to that date he was a Vice President of Sunbelt. (7) Ray M. Van Landingham joined the Company in November 2000 and became Chief Financial Officer on January 1, 2001. Option Grants In Last Fiscal Year --------------------------------- No stock options were granted to the executive officers named in the Summary Compensation Table during the fiscal year ended September 30, 2002. Option Exercises and Fiscal Year-End Values ------------------------------------------- The following table shows information with respect to stock options exercised during the fiscal year ended September 30, 2002 and the number and value of unexercised options held by each executive officer named in the Summary Compensation Table who holds options. 9
Number of Unexercised Value of Unexercised In- Options at The-Money Options September 30, 2002 at September 30, 2002 (1) --------------------- ------------------------- Shares Acquired on Value Exercisable Unexercisable Exercisable Unesercisable Name Exercise Realized ($) # # $ $ ---- ----------- ------------ ----------- ------------- ----------- ------------ John E. Anderson -- -- 25,000 -- 97,500 -- David H. -- -- 15,000 -- 54,000 -- deVilliers Jr. Ish Copley 20,000 142,368 5,000 -- 18,000 -- Rick J. Copley 1,200 800 -- -- John R. Mabbett -- -- 15,000 -- 54,000 -- III
(1) The closing price of the Company's common stock as reported on The NASDAQ Stock Market on September 30, 2002 (the last trading day in fiscal 2002) of $21.35, less the exercise price, was used in calculating the value of exercisable and unexercisable options. Pension Plan ------------ The Company has a Management Security Plan (the "MSP Plan") for certain officers, including directors who are officers. Benefit levels have been established on the basis of base compensation at September 30, 2002. The MSP Plan provides that in the event a participant dies prior to his retirement his beneficiary will receive twice the amount of such participant's benefit level in monthly payments for a period of 12 months and thereafter the benefit level in monthly payments for the next 168 months or until such time as such participant would have reached age 65, whichever is later. Upon reaching normal retirement age, a participant is entitled to receive twice the amount of his benefit level in equal monthly payments for 12 months and thereafter the benefit level until his death. If a participant dies after his retirement, his beneficiary, if any, will receive such participant's benefit for a period of 15 years from the date of the participant's retirement or until the death of the beneficiary, whichever occurs first. The annual retirement benefit levels in effect at September 30, 2002 were: John E. Anderson $160,000 David H. deVilliers Jr. $123,600 John R. Mabbett III $ 87,000 Other executives named in the Summary Compensation Table are not eligible to participate in the MSP Plan. 10 Compensation Committee Report ----------------------------- The Compensation Committee of the Board of Directors (the "Committee") determines the compensation of the Chief Executive Officer and reviews and approves compensation of certain other officers and members of management. In addition, the Committee administers the Company's stock option plans and the Management Incentive Compensation program. The Committee's goals are to develop and maintain executive compensation programs that preserve and enhance shareholder value. Under the direction of the Committee, management has developed a compensation structure designed to compensate fairly executives for their performance and contribution to the Company, to attract and retain skilled and experienced personnel, to reward superior performance and to align executive and shareholder long-term interests. Base salary levels for executives are established taking into consideration business conditions, the Company's performance and industry compensation levels. Effective January 1, 2002, the Chief Executive Officer's salary was increased to $320,000 based on these factors, with no particular weighting, and his performance in leading the Company and its businesses. Both of the Company's operating groups, transportation and real estate, have Management Incentive Compensation ("MIC") plans which provide an opportunity for additional compensation to officers and key employees. The purpose of the plans is to provide a direct financial incentive in the form of an annual cash bonus to participants to achieve their business unit's and the Company's goals and objectives. Awards to individuals are based on their achieving annual predetermined objectives and the importance of and degree of difficulty in achieving those objectives. Goals for the transportation group for fiscal 2002 focused on after-tax returns on total capital employed. MIC-based objectives for real estate emphasized such key performance indicators as operating profit from the developed portfolio, lease-up periods for new buildings placed in service during the fiscal year, growth-related new development and average occupancy for the existing portfolios. Mr. Anderson participates in a similar MIC Plan under which the calculation, purpose and annual cash award eligibility for performance against predetermined objectives are linked to those utilized by the Company's transportation and real estate groups. His maximum individual award may not exceed 100% of base salary. Mr. Anderson received a cash bonus of $128,000 under the MIC Plan for fiscal 2002. Certain of the named executive officers have been granted options in the past. Under the stock option program, the vesting periods associated with stock options encourage option recipients to continue in the employ of the Company. All options granted have been granted at an option price equal to the fair market value of the Company's common stock on the date of grant. In subjectively determining the number of options to be granted to an individual, including the Chief Executive Officer, the Committee takes into account the individual's relative base salary, scope of responsibility and ability to affect both short and long term profits and add value to the Company. 11 Submitted by: Robert H. Paul III, Chairman Luke E. Fichthorn III James H. Winston Members of the Compensation Committee Compensation Committee Interlocks and Insider Participation ----------------------------------------------------------- Six directors of the Company, Edward L. Baker, John D. Baker II, Thompson S. Baker II, Luke E. Fichthorn III, Martin E. Stein Jr. and Francis X. Knott, are also directors of FRI. Mr. Fichthorn serves on the Company's Compensation Committee. Mr. Knott's term as a director of FRI expires on February 4, 2003. The six directors own approximately 44.6% of stock of the Company and 27.9% of the stock of FRI as of December 13, 2002. Accordingly, Edward L. Baker, John D. Baker II and Thompson S. Baker II, who own approximately 43.5% of the stock of the Company and 27.3% of the stock of FRI, may be considered to be control persons of both the Company and FRI. Mr. Fichthorn provided the Company with financial consulting and other services during fiscal 2002 for which he received $30,000. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS ---------------------------------------------- The Company and FRI routinely are engaged in business together through the hauling by the Company of construction aggregates and other products for FRI and the leasing to FRI of construction aggregates mining and other properties. The Company has numerous aggregates hauling competitors at all terminal and mine sites and the rates charged are, accordingly, established by competitive conditions. Approximately 7.2% of the Company's revenue was attributable to FRI during fiscal year 2002. In addition, under an agreement, FRI provides certain management and related services, including tax, legal and administrative services to the Company and its subsidiaries. FRI charged the Company $463,000 for such services in 2002. In November 2000, after approval by committees of independent directors of each of the Company and FRI and receipt of independent appraisals, the Company sold to FRI real properties near Rome, Georgia and Springfield, Virginia for $2,607,000. In February 2002, a subsidiary of the Company entered into an agreement to sell to FRI 108 acres of land located in the northwest quadrant of I-395 and I-495 at Edsall Road in Springfield, Virginia for $15,000,000. The closing is subject to customary closing conditions and may occur within 45 days of the Company giving notice to FRI to close or, subsequent to June 30, 2003, within 45 days of either party giving notice to close. The agreement was approved by a committee of independent directors of the Company after review of a development feasibility study and other materials, consultation with management and advice of independent counsel. In the opinion of the Company, the terms, conditions, transactions and payments under the agreements with the persons described above were not less favorable to the Company than those which would have been available from unaffiliated persons. 12 Shareholder Return Performance ------------------------------ The following graph compares the performance of the Company's common stock to that of the Total Return Index for The NASDAQ Stock Market-US Index and The NASDAQ Trucking and Transportation Stock Index for the period commencing September 30, 1997 and ending on September 30, 2002. The graph assumes that $100 was invested on September 30, 1997 in the Company's common stock and in each of the indices and assumes the reinvestment of dividends. [GRAPH] 13
1997 1998 1999 2000 2001 2002 PATRIOT 100 65 70 47 50 63 NASDAQ-US 100 102 166 220 90 71 NASDAQ-T&T 100 75 85 74 70 79
Notwithstanding anything to the contrary set forth in any of the Company's previous filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, that incorporate future filings, including this Proxy Statement, in whole or in part, the Compensation Committee Report, the Audit Committee Report and Shareholder Return Performance shall not be incorporated by reference into any such filings. COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS --------------------------------------------------- The following table and notes set forth the beneficial ownership of common stock of the Company by each person known by the Company to own beneficially more than 5% of the common stock of the Company. Percentage calculations are based on the outstanding shares of the Company's common stock on December 13, 2002.
Title of Class Name and Address Amount and Nature of of Beneficial Owner Beneficial Ownership Percentage of Class -------------- ------------------- -------------------- ------------------- Common Baker Holdings, LP 1,061,521 34.8% Edward L. Baker 126,108 (1) 4.1% John D. Baker II 121,914 (1) 4.0% P. O. Box 4667 --------- ----- Jacksonville, FL 32201 1,403,182 42.7% Common Royce & Associates, Inc. 349,800 (2) 11.5% 1414 Avenue of the Americas New York, NY 10019 Common Eastabrook Capital Management 239,718 (3) 7.9% 430 Park Avenue Suite 1810 New York, NY 10022 Common Wellington Management Company 319,700 (3) 10.5% 75 State Street Boston, MA 02104
(1) Baker Holdings, LP is a limited partnership in which Edward L. Baker and John D. Baker II are the sole shareholders of its general partner and as such have shared voting power and dispositive power over the shares owned by the partnership. Through pass through entities, each 14 of Edward L. Baker and John D. Baker II has a pecuniary interest in 353,840 shares. Ownership is reported as of October 31, 2001. See "Common Stock Ownership by Directors and Officers" including the notes thereunder for an aggregation and identification of other shares beneficially owned by Edward L. Baker and John D. Baker II. (2) Royce & Associates, Inc. ("Royce") reported as of February 28, 2002 that pursuant to Securities and Exchange Commission Rule 13d-(1)(b)(ii)(H) it has sole voting and investment power as to the shares shown. (3) Eastabrook Capital Management is an investment advisor and reports, as of October 23, 2000, shared voting power and sole investment power as to 239,718 shares. (4) Wellington Management Company is an investment advisor and reports, as of December 31, 2001, shared voting power as to 104,300 shares and shared dispositive power as to 319,700 shares. COMMON STOCK OWNERSHIP BY DIRECTORS AND OFFICERS ------------------------------------------------ The following table and notes set forth the beneficial ownership of common stock of the Company by each director and each non-director named in the Summary Compensation Table and by all officers and directors of the Company as a group as of December 13, 2002 and also includes shares held under options which are exercisable within 60 days of December 13, 2002.
Name of Amount and Nature of Percentage of Of Beneficial Owner Beneficial Ownership (1) Class ------------------- ------------------------ ------------- John E. Anderson 45,806 1.5 Edward L. Baker 833,789 (2)(3) 27.3 John D. Baker II 475,754 (2)(4) 15.6 Thompson S. Baker II 30,363 1.0 Rick J. Copley 1,949 * Ish Copley 3,100 * David H. deVilliers Jr. 17,887 * Luke E. Fichthorn III 29,043 (5) * Francis X. Knott 14,120 (6) * John B. Mabbett III 19,500 * Robert H. Paul III 13,800 * H. Jay Skelton 2,000 * Martin E. Stein Jr. 51,300 (7) 1.7 Ray M. Van Landingham -- -- James H. Winston 13,000 * All Directors and Officers as a group (16 people) 1,552,178 48.7
15 * Less than 1% (1) The preceding table includes the following shares held under the Company's Profit Sharing and Deferred Earnings Plan which includes shares previously held under a Tax Reduction Act Employee Stock Ownership Plan ("TRAESOP") previously established by FRI as to which the named person has sole voting power, and shares held under options which are exercisable within 60 days of December 13, 2002.
Shares Under Profit Sharing Plan Shares Under Option ------------------- ------------------- John E. Anderson -0- 25,000 Edward L. Baker 2,542 11,000 John D. Baker II 1,549 11,000 Thompson S. Baker II 7 11,000 Ish Copley -0- 3,000 Rick J. Copley -0- 1,600 David H. deVilliers Jr. 887 15,000 Luke E. Fichthorn III -0- 11,000 Francis X. Knott -0- 10,000 John B. Mabbett III 349 15,000 Robert H. Paul III -0- 8,000 H. Jay Skelton -0- 2,000 Martin E. Stein Jr. -0- 9,000 Ray M. Van Landingham -0- -0- James H. Winston -0- 8,000 All directors and officers as a group (16 people) 5,327 140,600
(2) Includes out of the 1,061,521 shares owned by Baker Holdings, LP, as to which Edward L. Baker and John D. Baker II have shared voting and investment power, for Edward L. Baker, 353,840 in which he has a beneficial interest and 353,841 shares in which another person has a beneficial interest, which 707,681 shares are excluded from the amounts shown for John D. Baker II; the remaining 353,840 shares in which John D. Baker II has a pecuniary interest are included in the number of shares shown for John D. Baker II. (3) Includes 26,191 shares held by the Edward L. Baker Living Trust and 1,904 shares held directly by Edward L. Baker as to each of which Edward L. Baker has sole voting power and sole investment power; 83,639 shares held in trust for the benefit of children of John D. Baker II as to which Edward L. Baker has sole voting power and sole investment power but as to which he disclaims beneficial ownership; 432 shares held by a trust for which Edward L. Baker is a co-trustee with SunTrust Bank and to which he has potential income rights; and 400 shares directly owned by the spouse of Edward L. Baker as to which he disclaims beneficial ownership. (4) Includes 107,402 shares held in the John D. Baker II Living Trust as to which John D. Baker II has sole voting power and sole investment power; and 1,963 shares directly owned by the spouse of John D. Baker II as to which he disclaims beneficial ownership. 16 (5) Includes 100 shares owned by the spouse of Mr. Fichthorn as to which he disclaims any beneficial interest. (6) Includes 3,490 shares held by Francis X. Knott as custodian as to which Mr. Knott has sole voting and dispositive power but as to which he disclaims any beneficial interest. (7) Regency Square II, a Florida general partnership, owns 40,300 shares of the Company. Martin E. Stein Jr., as a partner, holds a 2.5248% interest in the partnership. Trust B under the will of Martin E. Stein, deceased, as a partner, holds a 46.21% interest in the Partnership. John D. Baker II in a co- trustee of the trust of Martin E. Stein, deceased, and as such has a one-third shared voting and dispositive power as to the trust. Martin E. Stein Jr. has a beneficial interest in the trust, and, together with his two brothers, acting jointly as co-trustees, has a one-third shared voting and dispositive power as to the trust. The partnership's shares in the Company are excluded from the total shown for John D. Baker II, who disclaims any pecuniary or beneficial interest to such shares, but are included in the total shown for Mr. Stein Jr. INDEPENDENT AUDITORS -------------------- As previously disclosed by the Company in a Current Report on Form 8-K, on May 1, 2002, the Board of Directors, upon recommendation of the Audit Committee, dismissed Deloitte & Touche LLP as the Company's principal public accountants and engaged PricewaterhouseCoopers LLP to serve as the Company's principal public accountants for a three year term beginning with fiscal year 2002. Representatives of PricewaterhouseCoopers LLP are expected to be present at the shareholders' meeting with the opportunity to make a statement if they so desire and will be available to respond to appropriate questions. The reports of Deloitte & Touche LLP on the consolidated financial statements of the Company and its subsidiaries for the two fiscal years ended September 30, 2000 and 2001 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles. During the Company's two fiscal years ended September 30, 2000 and 2001 and the subsequent interim periods through the date of cessation of the client-auditor relationship, there were no disagreements between the Company and Deloitte & Touche LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Delotte & Touche LLP, would have caused them to make reference to the subject matter of the disagreement in connection with their reports; and there were no reportable events as described in Item 304(a)(1)(v) of Regulation S-K. The Company provided Deloitte & Touche LLP with a copy of the foregoing disclosures. During the Company's two fiscal years ended September 30, 2000 and 2001 and the subsequent interim periods through April 30, 2002, the Company did not consult PricewaterhouseCoopers LLP with respect to the application of accounting principles to a specified transaction, either completed or 17 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) of Regulation S-K. Audit Fees: ---------- The aggregate fees billed by PricewaterhouseCoopers LLP for professional services rendered for the audit of the Company's annual financial statements for fiscal 2002 and the review of the financial statements included in the Company's Form 10-Q for the fiscal quarter ended June 30, 2002 were $55,000. The fees billed by Deloitte & Touche LLP for professional services rendered for the review of the financial statements included in the Company's Forms 10-Q for the first two quarters of fiscal 2002 were $18,070. Financial Information Systems Design and Implementation Fees: ------------------------------------------------------------ No fees were billed for professional services for financial information systems design and implementation. All Other Fees: -------------- The aggregate fees billed or to be billed for professional services rendered by PricewaterhouseCoopers LLP for fiscal 2002 other than for the services described in the preceding two paragraphs were $25,000. The Audit Committee of the Board of Directors has considered whether the provision of these services is compatible with maintaining the independence of PricewaterhouseCoopers LLP. SHAREHOLDER PROPOSALS --------------------- Proposals of shareholders intended to be included in the Company's proxy statement and form of proxy relating to the annual meeting of shareholders to be held in early 2004 must be delivered in writing to the principal executive offices of the Company no later than August 25, 2003. The inclusion of any proposal will be subject to the applicable rules of the Securities and Exchange Commission. Except for shareholder proposals to be included in the Company's proxy materials, the deadline for nominations for director submitted by a shareholder is forty days before the next annual meeting and for other shareholder proposals is November 8, 2003. Proposals must be sent to the Secretary of the Company at our principal executive offices. Any notice from a shareholder nominating a person as director must include certain additional information as specified in our Articles of Incorporation. The Company may solicit proxies in connection with next year's annual meeting which confer discretionary authority to vote on any shareholder proposals of which the Company does not receive notice by November 8, 2003. 18 SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE ------------------------------------------------------- Section 16(a) of the Securities Exchange Act of 1934 requires the Company's executive officers, directors and beneficial owners of 10% or more of the Company's outstanding common stock to file initial reports of ownership and reports of changes in ownership with the Securities and Exchange Commission, The NASDAQ Stock Market and the Company. Based solely on a review of the copies of such forms furnished to the Company and written representations from the Company's executive officers and directors, the Company believes all persons subject to these reporting requirements filed the required reports on a timely basis, except for two transactions reported late on one report for Mr. DeVilliers. COST OF SOLICITATION -------------------- The cost of solicitation of proxies will be borne by the Company, including expenses in connection with the preparation and mailing of this proxy statement. The Company will reimburse brokers and nominees their reasonable expenses for sending proxy material to principals and obtaining their proxies. In addition to solicitation by mail, proxies may be solicited in person or by telephone or other electronic means by directors, officers and other employees of the Company. OTHER MATTERS ------------- The Board of Directors does not know of any other matters to come before the meeting. However, if any other matters come before the meeting, the persons named in the enclosed form of proxy or their substitutes will vote said proxy in respect of any such matters in accordance with their best judgment pursuant to the discretionary authority conferred thereby. DELIVERY OF DOCUMENTS TO SHAREHOLDERS SHARING AN ADDRESS -------------------------------------------------------- The Company may deliver only one annual report or proxy statement to multiple shareholders sharing an address unless the shareholder(s) have instructed the Company otherwise. Upon a shareholder's written or oral request, the Company will deliver a separate copy of the annual report or proxy statement at a shared address to which a single copy was delivered. Please write the Treasurer at 1801 Art Museum Drive, Jacksonville, Florida 32207 or call the Treasurer at (904) 396-5733 if you wish to receive a separate annual report or proxy statement in the future. You may also write or call the Treasurer at that address or telephone number to request delivery of a single copy of the annual report or proxy statement if you are receiving multiple copies of the annual report or proxy statement at a shared address and would like only one copy. BY ORDER OF THE BOARD OF DIRECTORS December 23, 2002 Dennis D. Frick Secretary 19 PLEASE RETURN THE ENCLOSED FORM OF PROXY, DATED AND SIGNED, IN THE ENCLOSED ADDRESSED ENVELOPE, WHICH REQUIRES NO POSTAGE. SHAREHOLDERS MAY RECEIVE WITHOUT CHARGE A COPY OF PATRIOT TRANSPORTATION HOLDING, INC.'S ANNUAL REPORT TO THE SECURITIES AND EXCHANGE COMMISSION ON FORM 10-K INCLUDING THE FINANCIAL STATEMENTS AND THE FINANCIAL STATEMENT SCHEDULES BY WRITING TO THE TREASURER AT 1801 ART MUSEUM DRIVE, JACKSONVILLE, FLORIDA 32207. 20 PATRIOT TRANSPORTATION HOLDING, INC. PROXY SOLICITED BY BOARD OF DIRECTORS FOR THE ANNUAL MEETING OF SHAREHOLDERS CALLED FOR FEBRUARY 5, 2003 The undersigned hereby appoints Edward L. Baker and John D. Baker II, or either of them, the attorneys, agents and proxies of the undersigned with full power of substitution to vote all the shares of common stock of Patriot Transportation Holding, Inc. which the undersigned is entitled to vote at the Annual Meeting of Shareholders of the Company to be held at 155 East 21st Street, Jacksonville, Florida on February 5, 2003, at 2 o'clock in the afternoon, local time, and all adjournments thereof, with all the powers the undersigned would possess if then and there personally present. Without limiting the general authorization and power hereby given, the above proxies are directed to vote as instructed on the matters below: 1. / / FOR the nominees listed / / WITHHOLD AUTHORITY below (except as marked to vote for all nominees to the contrary below) listed below Francis X. Knott, James H. Winston, Robert H. Paul III and H. Jay Skelton To withhold authority to vote for any individual nominee, write that nominee's name in the space provided. ___________________________________________________________________ 2. To transact such other business as may properly come before the meeting or any adjournments thereof. (Continued and to be signed on other side) - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Shares represented by properly executed and returned proxies will be voted at the meeting in accordance with the undersigned's directions or, if no directions are indicated, will be voted in favor of the election of the nominees proposed in this proxy statement and, if any other matters properly come before the meeting, in accordance with the best judgment of the persons designated as proxies. The undersigned hereby revokes any proxy heretofore given with respect to said stock, acknowledges receipt of the Notice and the Proxy Statement for the meeting accompanying this proxy, each dated December 23, 2002, and authorizes and confirms all that the said proxies or their substitutes, or any of them, may do by virtue hereof. Dated:________________________________ _______________________________________ Signature _______________________________________ Signature, if held jointly IMPORTANT: Please date this proxy and sign exactly as your name or names appear(s) hereon. If the stock is held jointly, signatures should include both names. Personal representatives, trustees, guardians and others signing in a representative capacity should give full title. If you attend the meeting you may, if you wish, withdraw your proxy and vote in person. PLEASE RETURN PROMPTLY IN THE ACCOMPANYING ENVELOPE. Proxy Statement dated December 23, 2002 21