UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No.1)
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 2011
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 33-26115
PATRIOT TRANSPORTATION HOLDING, 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.)
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200 W. Forsyth Street, 7th Floor, Jacksonville, Florida 32202
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 904/396-5733
Securities registered pursuant to Section 12(b) of the Act:
Common Stock $.10 par value NASDAQ
Title of class Name of each exchange on which registered
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes No X
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or 15(d) of the Act. Yes No X
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 by check mark whether the registrant has submitted electronically
and posted on its corporate Web site, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T
during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See definitions of "large accelerated filer," "accelerated filer"
and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer[ ] Accelerated filer[X]
Non-accelerated filer[ ] Smaller reporting company [ ]
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Act). Yes No X
The number of shares of the registrant's stock outstanding as of November 30,
2011 was 9,283,610. The aggregate market value of the shares of Common
Stock held by non-affiliates of the registrant as of March 31, 2011, the
last day of business of our most recently completed second fiscal quarter,
was $116,320,770. Solely for purposes of this calculation, the registrant
has assumed that all directors, officers and ten percent (10%) shareholders
of the Company are affiliates of the registrant.
Documents Incorporated by Reference
Portions of the Patriot Transportation Holding, Inc. 2011 Annual Report to
Shareholders are incorporated by reference in Parts I and II.
Portions of the Patriot Transportation Holding, Inc. Proxy Statement which
was filed with the Securities and Exchange Commission on December 16, 2011
are incorporated by reference in Part III.
Explanatory Note
Patriot Transportation Holding, Inc. is filing this Amendment No. 1 to the
Company's Annual Report on Form 10-K for the fiscal year ended September
30, 2011, as originally filed on December 8, 2011, with the Securities and
Exchange Commission (referred to as the "Original Filing") to amend Part
III, Item 11, Item 13 and Item 14 of the Original Filing in order to
correct prior disclosure regarding sections incorporated by reference from
the Company's Proxy Statement.
No other changes have been made to the Form 10-K. This Amendment No. 1 to
the Form 10-K speaks as of the original filing date of the Form 10-K, does
not reflect events that may have occurred subsequent to the original
filing date, and does not modify or update in any way disclosures made in
the original Form 10-K.
PART III
Item 11. EXECUTIVE COMPENSATION.
Information required in response to this Item 11 is included
under the captions "Compensation Discussion and Analysis,"
"Executive Compensation," "Compensation Committee Report," "Non-
Employee Director Compensation," "Board Leadership Structure and
Committee Membership - Compensation Committee," and "Shareholder
Return Performance" in the Company's Proxy Statement and such
information is incorporated herein by reference. The Proxy
Statement was filed with the Securities and Exchange Commission
on December 16, 2011.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Information required in response to this Item 13 is included
under the caption "Related Party Transactions", "Corporate
Governance", and "Board Leadership Structure and Committee
Membership" in the Company's Proxy Statement and such
information is incorporated herein by reference. The Proxy
Statement was filed with the Securities and Exchange Commission
on December 16, 2011.
Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.
Information required in response to this Item 14 is included
under the captions "Independent Registered Public Accounting
Firm" in the Company's Proxy Statement and such information is
incorporated herein by reference. The Proxy Statement was filed
with the Securities and Exchange Commission on December 16,
2011.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Patriot Transportation Holding, Inc.
Date: July 23, 2012 By THOMPSON S. BAKER II
Thompson S. Baker II
President and Chief Executive
Officer (Principal Executive Officer)
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By JOHN D. MILTON, JR._____________
John D. Milton, Jr.
Executive Vice President, Treasurer,
Secretary and Chief Financial Officer
(Principal Financial Officer)
By JOHN D. KLOPFENSTEIN____________
John D. Klopfenstein
Controller and Chief Accounting
Officer(Principal Accounting Officer)
PATRIOT TRANSPORTATION HOLDING, INC.
FORM 10-K/A FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2011
EXHIBIT INDEX
(31)(a) Certification of Thompson S. Baker II.
(31)(b) Certification of John D. Milton, Jr..
(31)(c) Certification of John D. Klopfenstein.
(32) Certification of Chief Executive Officer, Chief
|
Financial Officer, and Chief Accounting Officer under Section 906 of the
Sarbanes-Oxley Act of 2002.
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