JACKSONVILLE, Fla.,
Dec. 3, 2014 /PRNewswire/ -- Patriot Transportation
Holding, Inc. (NASDAQ: PATR) today announced that it has adopted a
new holding company organizational structure. This
reorganization is intended to facilitate the previously announced
plan to separate the real estate and transportation businesses
through a tax-free spin-off of the transportation group.
The restructuring was accomplished through a merger under
Section 607.11045 of the Florida Business Corporation Act, pursuant
to which all shareholders of Patriot Transportation Holding, Inc.,
at the effective time of the merger, became shareholders of the new
holding company, FRP Holdings, Inc. ("Holdings"), and Patriot
Transportation Holding, Inc. became a subsidiary of Holdings.
In the merger, each share of Patriot Transportation Holding, Inc.
common stock was automatically converted into one share of common
stock of FRP Holdings, Inc. The business operations of
Patriot Transportation Holding, Inc. have not changed as a result
of the restructuring.
Holdings' common stock will continue to be listed and traded on
The NASDAQ Global Select Market without interruption, but its
ticker symbol is expected to change to "FRPH" in the next few
days. The articles of incorporation and bylaws of Holdings
are substantially the same as the articles of incorporation and
bylaws of Patriot Transportation Holding, Inc. prior to the merger,
and the officers and directors of Patriot Transportation Holding,
Inc. have also become the officers and directors of Holdings.
Tom Baker, President and Chief
Executive Officer, said, "This internal reorganization creates a
new parent company and changes our ticker symbol but does not
affect our shareholders in any way. These changes enable us
to spin-off the transportation group, which we hope to complete in
the next few months."
Patriot Transportation Holding, Inc.'s shareholders were not
required to take any action in connection with the corporate
restructuring. All outstanding shares were converted into
shares of Holdings in a non-taxable transaction with the same
rights, privileges and interests as the shares of Patriot
Transportation Holding, Inc. previously held by such
shareholders. The shares of Holdings will continue to be
represented by the same stock certificates that previously
represented shares of Patriot Transportation Holding, Inc. capital
stock.
Investors are cautioned that any statements in this press
release which relate to the future are, by their nature, subject to
risks and uncertainties that could cause actual results and events
to differ materially from those indicated in such forward-looking
statements. These include general economic conditions;
competitive factors; political, economic, regulatory and climatic
conditions; driver availability and cost; the impact of future
regulations regarding the transportation industry; freight demand
for petroleum product and levels of construction activity in the
Company's markets; fuel costs; risk insurance markets; demand for
flexible warehouse/office facilities; ability to obtain zoning and
entitlements necessary for property development; interest rates;
levels of mining activity; pricing; energy costs and technological
changes. Additional information regarding these and other
risk factors and uncertainties may be found in the Company's
filings with the Securities and Exchange Commission.
FRP Holdings, Inc. is engaged in the transportation and real
estate businesses. The Company's transportation business is
conducted through Florida Rock &
Tank Lines, Inc. which is a Southeastern transportation company
concentrating in the hauling by motor carrier of liquid and dry
bulk commodities. The Company's real estate group, comprised
of FRP Development Corp. and Florida Rock Properties, Inc.,
acquires, constructs, leases, operates and manages land and
buildings to generate both current cash flows and long-term capital
appreciation. The real estate group also owns real estate
which is leased under mining royalty agreements or held for
investment.
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SOURCE Patriot Transportation Holding, Inc.