UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
Patriot Transportation Holding, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
70337B102
(CUSIP Number)
December 31, 2007
(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
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CUSIP No.: 70337B102
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1 NAME OF REPORTING PERSON
Baker Holdings, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [_]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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5 SOLE VOTING POWER
0
NUMBER OF SHARES -----------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 1,061,521
EACH -----------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 0
WITH ----------------------------------------
8 SHARED DISPOSITIVE POWER
1,061,521
-------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,061,521
-------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES [ ]
-------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
34.7%
|
12 TYPE OF REPORTING PERSON
PN
SCHEDULE 13G
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CUSIP No.: 70337B102
------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
Baker Investment Holdings, Inc.
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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 1,061,521
EACH -----------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 0
WITH -----------------------------------------
8 SHARED DISPOSITIVE POWER
1,061,521
-------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,061,521
-------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
34.7%
------------------------------------------------------------------------
|
12 TYPE OF REPORTING PERSON
CO
SCHEDULE 13G
------------------------------------------------------------------------
CUSIP No.: 70337B102
------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
Edward L. Baker
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [_]
------------------------------------------------------------------------
3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
------------------------------------------------------------------------
5 SOLE VOTING POWER
137,283
NUMBER OF SHARES ----------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 1,061,953
EACH ----------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 134,741
WITH ----------------------------------------
8 SHARED DISPOSITIVE POWER
1,061,953
------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
405,724
------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ X ]
------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.3%
------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
IN
|
SCHEDULE 13G
------------------------------------------------------------------------
CUSIP No.: 70337B102
------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
John D. Baker II
------------------------------------------------------------------------
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
129,546
NUMBER OF SHARES ----------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 1,102,253
EACH ----------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 127,997
WITH ----------------------------------------
8 SHARED DISPOSITIVE POWER
1,102,253
------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
483,530
------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[X]
------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
15.8%
------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
IN
|
Item 1.
(a) The name of the Issuer is Patriot Transportation Holding,
Inc.
(b) The Issuer's principal executive offices are located at
1801 Art Museum Drive, Jacksonville, Florida 32207.
Item 2.
(a) This Amendment No. 7 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 1801 Art Museum Drive, Jacksonville, Florida
32207.
The principal business address for the two individual
Reporting Persons, Edward L. Baker and John D. Baker II, is 1801 Art Museum
Drive, Jacksonville, Florida 32207.
(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. 7 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 70337B102.
Item 3.
Not applicable
Item 4.
(a) Amount beneficially owned:
1) Baker Holdings, L.P.: 1,061,521
2) Baker Investment Holdings, Inc.: 1,061,521
3) Edward L. Baker: 405,724
4) John D. Baker II: 483,530
Total: 1,243,095 shares
(b) Percent of class:
1) Baker Holdings, L.P.: 34.7%
2) Baker Investment Holdings, Inc.: 34.7%
3) Edward L. Baker: 13.3%
4) John D. Baker II: 15.8%
Total: 40.6%
(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: 137,283
4) John D. Baker II: 129,546
Total: 266,829
(ii) Shared power to vote or to direct the vote:
1) Baker Holdings, L.P.: 1,061,521
2) Baker Investment Holdings, Inc.: 1,061,521
3) Edward L. Baker: 1,061,953
4) John D. Baker II: 1,102,253
Total: 1,102,253
(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: 134,741
4) John D. Baker II: 127,997
Total: 262,738
(iv) Shared power to dispose or to direct the disposition of:
1) Baker Holdings, L.P.: 1,061,521
2) Baker Investment Holdings, Inc.: 1,061,521
3) Edward L. Baker: 1,061,953
4) John D. Baker II: 1,102,253
Total: 1,102,253
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 and the General Partner
1,061,521 shares are directly owned by the Partnership. The General
Partner and the Partnership have shared voting and dispositive power with
respect to such shares. As directors and shareholders of the General Partner,
Edward L. Baker and John D. Baker II may be deemed to be the beneficial owners
of, and to have shared voting and dispositive power with respect to, the shares
owned by the Partnership.
Edward L. Baker - Voting and Dispositive Power
Edward L. Baker has sole voting and dispositive power over 85,543
shares that he holds as trustee of certain trusts for the benefit of the
children of John D. Baker II, 26,191 shares owned by his Living Trust and
1,007 shares that he holds directly. Mr. Baker has sole voting but no
dispositive power with respect to 2,542 shares held in a Profit Sharing
Plan account.
Mr. Baker has shared voting and dispositive power with respect to the
1,061,521 shares held by the Partnership and 432 shares held in a fiduciary
account by STABANCO, as nominee of SunTrust Bank.
Edward L. Baker - Beneficial Ownership
The beneficial ownership total of Edward L. Baker shown above includes
353,840 of the 1,061,521 shares owned by the Partnership and 144 of the 432
shares held in the STABANCO account. Mr. Baker disclaims beneficial ownership
of the remaining shares owned by the Partnership and in the STABANCO account.
Mr. Baker's reported beneficial ownership total also includes 22,000
shares issuable under options that are exercisable within 60 days of December
31, 2007, 1,007 shares that he holds directly, 2,542 shares held in a Profit
Sharing Plan account, and 26,191 shares owned by his Living Trust. Mr.
Baker's reported beneficial ownership total does not include 400 shares owned
by his wife or the 85,543 shares that he holds 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 102,997
shares held in his Living Trust and 1,000 shares that he holds directly.
Mr. Baker has sole voting but no dispositive power over 1,549 shares held
in a Profit Sharing Plan account.
Mr. Baker has shared voting and dispositive power with respect to
the 1,061,521 shares owned by the Partnership and the 432 shares in the
STABANCO account.
Mr. Baker has shared voting and dispositive power with respect to
40,300 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
The beneficial ownership total of John D. Baker II shown above
includes 353,840 of the 1,061,521 shares owned by the Partnership and
144 of the 432 shares held in the STABANCO account. Mr. Baker disclaims
beneficial ownership of the remaining shares owned by the Partnership and
in the STABANCO account.
Mr. Baker's reported beneficial ownership total also includes
24,000 shares issuable under options exercisable within 60 days after
December 31, 2007, 102,997 shares held in his Living Trust, 1,000 shares
that he holds directly, and 1,549 shares held in a Profit Sharing Plan
account.
Mr. Baker's reported beneficial ownership total excludes 1,963
shares held by his wife's Living Trust, the 40,300 shares held by Regency
Square II, as well as 96,639 shares held under various trusts for the
benefit of his wife and children. Mr. Baker disclaims beneficial ownership
of all of such 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, 2008
BAKER HOLDINGS, L.P.
By: Baker Investment Holdings, Inc.
By: _____________________________
John D. Baker II, President
BAKER INVESTMENT HOLDINGS, INC.
By: _____________________________
John D. Baker II, President
Edward L. Baker
John D. Baker II
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