SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 22, 2014
PATRIOT TRANSPORTATION HOLDING, INC.
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(Exact name of registrant as specified in its charter)
FLORIDA
0-17554
59-2924957
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(State or other (Commission File (I.R.S. Employer
jurisdiction Number) Identification No.)
of incorporation)
200 W. Forsyth Street
7th Floor
Jacksonville, Florida
32202
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (904) 396-5733
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CRF 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
CURRENT REPORT ON FORM 8-K
PATRIOT TRANSPORTATION HOLDING, INC.
August 22, 2014
Section 5 - Corporate Governance and Management
Item 5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
On May 7, 2014, Patriot Transportation Holding, Inc. ("Patriot")
announced that its board of directors had authorized management to
pursue the separation of its real estate and transportation businesses
through the spin-off of its transportation business into a standalone,
publicly traded company ("New Patriot"). Patriot currently anticipates
that Messrs. John E. Anderson, Edward L. Baker, Thompson S. Baker II,
Luke E. Fichthorn III and Robert H. Paul II will serve as the initial
board of directors of New Patriot. Patriot also expects that, if the
spin-off is consummated, Messrs. Anderson, Edward Baker, Fichthorn
and Paul will resign as directors of the existing public company
(the real estate company), although none of these directors has
submitted such conditional resignations at this time.
Section 7 - Regulation FD
Item 7.01. Regulation FD Disclosure
On May 7, 2014, Patriot Transportation Holding, Inc.
("Patriot") announced that its board of directors had authorized
management to pursue the spin-off of its transportation business
into a standalone, publicly traded company. On August 22, 2014,
Patriot's subsidiary New Patriot Transportation Holding, Inc.
("New Patriot"), filed a registration statement on Form 10 under
the Securities Exchange Act of 1934 relating to the common stock
of New Patriot that is expected to be distributed by Patriot to
its shareholders to effect the spin-off of the transportation
business.
The registration statement has not been declared effective
by the SEC and is subject to completion. The information in this
Item 7.01 shall not be deemed "filed" for purposes of Section 18
of the Securities Exchange Act of 1934, as amended, nor shall it
be deemed incorporated by reference in any filing under the
Securities Act of 1933, as amended, except as shall be expressly
set forth by specific reference in such filing.
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the Registrant has duly caused this Current Report
to be signed on its behalf by the undersigned thereunto duly
authorized.
PATRIOT TRANSPORTATION HOLDING, INC.
Date: August 22, 2014 By: /s/ John D. Milton, Jr.
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John D. Milton, Jr.
Executive Vice President, and Chief
Financial Officer
