FLORIDA ROCK INDUSTRIES, INC.
155 East 21st Street, Jacksonville, Florida 32206
PROXY STATEMENT
ANNUAL MEETING - February 5, 1997
The attached proxy is solicited by the Board of Directors
of Florida Rock Industries, Inc. (the "Company") for use at
the annual meeting of the shareholders to be held on
Wednesday, February 5, 1997 at 9 o'clock in the morning, local
time, and any adjournments thereof, at the principal offices
of the Company, 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 16, 1996.
VOTING PROCEDURES
The holders of record of common stock at the close of
business on December 9, 1996, may vote at the meeting. On
such date there were outstanding 9,163,876 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,
directors are elected by a plurality of the votes cast and
other matters are approved if the 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 this act 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 the Company's 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. The two below-named directors
are nominated to be re-elected to hold office until the 2001
annual meeting. Robert D. Davis, who served in the same
class, has retired as a director and is not standing for re-
election. The enclosed proxy will be voted for the election
of the persons named as directors of the Company unless
otherwise indicated by the shareholders. 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 1997 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.
NAME AND PRINCIPAL DIRECTOR OTHER
OCCUPATION AGE SINCE DIRECTORSHIPS
Class II - Nominees for Terms Expiring in 2001
Thompson S. Baker 91 1955 FRP Properties,
Chairman Emeritus of Inc.
the Company
Frank M. Hubbard 76 1972
Chairman of the Board of
A. Friends' Foundation
Trust
Directors Continuing in Office After the 1997 Annual Meeting
Class III - Term Expiring in 1998
Thompson S. Baker II 38 1991 FRP Properties,
Vice President of the Inc.
Company
Albert D. Ernest, Jr. 66 1989 FRP Properties,
President of Albert Inc.
Ernest Enterprises, an Regency Realty
investment and Corporation
consulting firm Stein Mart, Inc.
Wickes Lumber
Company
The Emerald Fund
Luke E. Fichthorn III 55 1972 Bairnco
Partner in Twain Corporation
Associates (a private FRP Properties,
investment banking firm) Inc.
and Chairman of the
Board and Chief
Executive Officer of
Bairnco Corporation
(manufacturing)
C. J. Shepherdson 80 1972
Vice President of the
Company
Class IV - Term Expiring in 1999
A. R. Carpenter 54 1993 Barnett Banks,
President and Chief Inc.
Executive Officer of CSX Barnett Bank of
Transportation, Inc. Jacksonville,
(railroad industry) N.A.
Regency Realty
Corporation
American Heritage
Life Insurance
Co.
Stein Mart, Inc.
John D. Baker II 48 1979 FRP Properties,
President and Chief Inc.
Executive Officer Hughes Supply,
of the Company Inc.
Charles H. Denny III 64 1975
Investments
Class I - Term Expiring in 2000
Edward L. Baker 61 1970 FRP Properties,
Chairman of the Board Inc.
of the Company Regency Realty
Corporation
Flowers
Industries, Inc.
American Heritage
Life Insurance
Company
Francis X. Knott 51 1988 FRP Properties,
Chief Executive Officer Inc.
of Partners Management
Company
Radford D. Lovett 63 1984 First Union
Chairman of the Board of Corporation
Commodores Point Winn-Dixie Stores,
Terminal Inc.
Corp. (marine terminal) FRP Properties,
Inc.
American Heritage
Life Investment
Corporation
W. Thomas Rice 84 1974
Chairman Emeritus of
Seaboard Coast Line
Industries, Inc.
All of the nominees and directors have been employed in
their respective positions for the past five years, except
John D. Baker II. In February, 1996, John D. Baker II was
elected to the additional position of Chief Executive Officer
of the Company.
Edward L. Baker and John D. Baker II are brothers and the
sons of Thompson S. Baker. Thompson S. Baker II is the son of
Edward L. Baker.
See "Compensation Committee Interlocks and Insider
Partici-pation" and "Certain Relationships and Related
Transactions" for a discussion of the relationships between
the Company and FRP Properties, Inc.
Other Information About the Board and Its Committees
Meetings. During the fiscal year ended September 30,
1996 the Company's Board of Directors held five meetings.
Directors who are not employees of the Company or its
subsidiaries are paid annual fees of $10,000 plus $2,000 for
each directors' meeting attended. Members of the Company's
Audit and Compensation Committees receive $300 and the
Chairman of each committee receives $500 for each committee
meeting attended. On December 4, 1996, the Board of Directors
adopted the Florida Rock Industries, Inc. 1997 Directors'
Stock Purchase Plan, to be effective beginning in 1997. Under
this plan, outside directors may allocate part or all of their
fees, to be matched 25% by the Company, to the purchase of
Company Stock in the open market.
Executive Committee. Messrs. Thompson S. Baker, Edward
L. Baker and John D. Baker II. To the extent permitted by
law, the Executive Committee exercises the powers of the Board
between meetings of the Board of Directors. During the fiscal
year ended September 30, 1996, the Executive Committee held no
formal meetings, but acted on various resolutions by unanimous
written consents.
Audit Committee. Messrs. Ernest, Fichthorn, Hubbard,
Lovett and Rice. 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. During fiscal 1996, the Audit Committee held two
meetings.
Compensation Committee. Messrs. Davis, Ernest, Hubbard,
Lovett and Rice. The Committee determines the compensation
for the Chief Executive Officer and reviews and approves
compensation for other corporate officers and certain other
members of management. In addition, the Committee administers
the Company's stock option plans, subject to control of the
Board of Directors, and the Management Incentive Compensation
program. During fiscal 1996, the Compensation Committee held
four meetings.
The full Board of Directors acts as the Nomination
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 Robert D.
Davis who attended 67% of such meetings and Radford D. Lovett
who attended 73% of such meetings.
Executive Compensation
Summary Compensation Table
The following table sets forth information concerning the
compensation of the Company's Chief Executive Officer and its
other four most highly compensated executive officers who
served in such capacities at any time during the fiscal year
ended September 30, 1996:
Long All
Term Other
Comp- Comp-
Annual Compensation ensation ensation
Name and Principal Salary Bonus Options
Position Year ($) (a) ($) (a) (#) ($) (b)
John D. Baker, II 1996 281,250 85,500 0 25,556(c)
President and
1995 266,250 81,000 17,500 24,770(c)
Chief Executive
Officer
1994 252,500 76,500 0 26,251(c)
Edward L. Baker 1996 390,000 118,500 0 36,005(d)
Chairman of the
1995 368,563 112,500 0 35,391(d)
Board
1994 345,688 104,775 0 36,997(d)
C. J. Shepherdson 1996 261,250 79,500 0 12,543
Vice President
1995 247,500 75,000 0 11,591
1994 237,500 72,000 0 12,777
H. B. Horner 1996 218,750 64,020 0 12,543
Executive Vice
1995 213,750 64,500 0 11,591
President
1994 208,750 62,370 0 12,928
Donald L. Bloebaum 1996 190,200 57,480 0 12,670
Vice President
1995 184,563 33,480 0 11,731
1994 178,938 54,075 0 12,488
(a) Includes amounts deferred under the Company's Profit
Sharing and Deferred Earnings Plan. Bonuses are accrued
in the year earned and paid in the following year.
(b) Represents the contribution to the Company's Profit
Sharing and Deferred Earnings Plan.
(c) Includes $13,013 in 1996, $13,179 in 1995 and $13,323 in
1994, the present value of the benefit of a split-dollar
premium paid during the fiscal year.
(d) Includes $23,462 in 1996, $23,800 in 1995 and $24,069 in
1994, the present value of the benefit of a split-dollar
premium paid during the fiscal year.
Option Grants in the Last Fiscal Year
No stock options were granted to the executive officers
named in the Summary Compensation Table during the fiscal year
ended September 30, 1996.
Options Exercises and Fiscal Year-end Values
No stock options were exercised by the named executives
during the fiscal year ended September 30, 1996. The
following table sets forth the number and value of unexercised
options held by such executive officers at fiscal year end.
Value of
Unexercised
Number of In-the-money
Unexercised Options at
Options at Year-end Year-end (a)
Exer- Unexer-
Exer- Unexer- cisable cisable
Name cisable cisable ($) ($)
John D. Baker II 41,500 18,500 70,781 30,000
Edward L. Baker 56,000 9,000 135,000 33,750
C. J. Shepherdson 29,400 3,600 54,000 13,500
H. B. Horner 10,800 2,700 40,500 10,125
Donald L. Bloebaum 25,800 2,700 40,500 10,125
(a) The closing price of the Company's common stock as
reported on the American Stock Exchange composite
transactions on September 30, 1996 ($28.875) less the
exercise price, was used in calculating the value of
unexercised options.
Pension Plan
The Company has a Management Security Plan (the "MSP
Plan") for certain officers, including directors who are
officers, and certain key employees. Benefit levels have been
established on the basis of base compensation and job
responsibility. 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 until his death, the benefit level in monthly
payments. 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, 1996 were:
John D. Baker II $142,500
Edward L. Baker $197,500
C. J. Shepherdson $132,500
H. B. Horner $110,000
Donald L. Bloebaum $ 95,800
In addition to amounts stated in the above table, the Company
has entered into a retirement benefit contract with C. J.
Shepherdson which provides for annual retirement benefits of
$20,000. The benefits are payable to Mr. Shepherdson or his
spouse until the death of the survivor.
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 following Compensation
Committee Report and Shareholder Return Performance shall not
be incorporated by reference into any such filings.
Compensation Committee Report
The Compensation Committee of the Board of Directors
("Committee") determines the compensation of the Chief
Executive Officer and reviews and approves compensation of
other officers and members of management reaching a salary
level established by the Board. In addition, the Committee
administers the Company's stock option plans, subject to
control of the Board, and the Management Incentive
Compensation ("MIC") program. The full Board ratifies the
recommendations of the Committee.
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 size and
performance and peer group and industry compensation levels.
The Chief Executive Officer's salary is based on these factors
and his performance in leading the Company and its businesses.
The MIC program provides officers and key employees an
opportunity for annual incentive compensation. The program
provides an annual cash bonus as a financial incentive to
participants who achieve their business unit's and the
Company's goals and objectives. Profit levels are set for
various segments of the business. Depending on the level of
profitability obtained, an individual may become eligible for
a bonus equal to a certain percentage of his year end base
salary ranging up to a maximum of 30%. However, that bonus
may then be adjusted down based on the degree by which the
individual accomplishes his individual goals and objectives
for the year. The total amount of MIC for the entire Company
in any year is limited to 15% of consolidated income before
income taxes. At the beginning of each year, after taking
into consideration the outlook for the general economy, the
construction materials industry, the Company's markets, prior
year performance and the budget for the upcoming year the
Committee approves target levels of net income as adjusted by
certain items as profit levels on which the Chief Executive
Officer's MIC is based.
The Committee believes that long-term compensation in the
form of stock options is critical in motivating and rewarding
the creation of long-term shareholder value by linking the
compensation provided to officers and other key management
personnel with gains realized by the shareholders. In
addition, the vesting periods associated with stock options
encourage this key group 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 cost to exercise the option and the individual's relative
base salary, scope of responsibility, ability to affect
profits and value to the Company.
This report is submitted by the members of the
Compensation Committee: W. Thomas Rice, Chairman, Robert D.
Davis, Albert D. Ernest, Jr., Frank M. Hubbard and Radford D.
Lovett.
Compensation Committee Interlocks and Insider Participation
Two members of the Compensation Committee, Messrs. Lovett
and Ernest, are among the eight directors of the Company who
are also directors of FRP Properties, Inc. ("FRPP"). The
other six directors of both FRPP and the Company who are not
members of the Compensation Committee are Thompson S. Baker,
Edward L. Baker, John D. Baker II, Thompson S. Baker II, Luke
E. Fichthorn III and Francis X. Knott. The eight directors
own approximately 40% of the stock of FRPP and 31% of the
stock of the Company. The Bakers may be considered to be
control persons of both the Company and FRPP.
Messrs. Edward L. Baker, Albert D. Ernest, Jr. and A. R.
Carpenter serve as members of the Compensation Committee of
the Board of Directors of Regency Realty Corporation. Mr.
Martin E. Stein, Jr., who is a director of FRPP, is a
director, President and Chief Executive Officer of Regency
Realty Corporation.
There were no other interlocks of executive officers or
board members of the Company serving on the compensation or
equivalent committee of another entity which has any director
or executive officer serving on the Compensation Committee,
other committees or Board of Directors of the Company.
Shareholder Return Performance
The following graph compares the performance of the
Company's Common Stock to that of the AMEX Market Value Index
and a peer group of industry companies for the period
commencing September 30, 1991 and ending on September 30,
1996. The graph assumes that $100 was invested on September
30, 1991 in the Company's common stock and in each of the
indices and assumes the reinvestment of dividends. The Peer
Group consists of the following companies: CalMat Co.,
Florida Rock Industries, Inc., Lafarge Corporation, Martin
Marietta Materials, Inc., Medusa Corporation, Southdown, Inc.,
Texas Industries, Inc. and Vulcan Materials Company. This
group is consistent with the group used in the 1995 Proxy
Statement with the exception of the exclusion of Dravo
Corporation and the addition of Martin Marietta Materials,
Inc. Substantially all of the assets of Dravo Corporation's
construction aggregates business were purchased by Martin
Marietta Materials, Inc. in 1995.
Index as of September 30
1991 1992 1993 1994 1995 1996
Florida Rock 100 111 126 126 136 143
AMEX 100 101 123 122 145 153
Peer Group 100 99 134 148 151 170
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Eight of the Company's directors (Thompson S. Baker,
Edward L. Baker, John D. Baker II, Thompson S. Baker II,
Albert D. Ernest, Jr., Luke E. Fichthorn III, Francis X. Knott
and Radford D. Lovett) are directors of FRPP. Such directors
own approximately 40% of the stock of FRPP and 31% of the
stock of the Company. Accordingly, the Bakers may be
considered to be control persons of both the Company and FRPP.
See "Compensation Committee Interlocks and Insider
Participation" for further information on the relationship
between the Company and FRPP.
The Company and FRPP routinely are engaged in business
together through the hauling by FRPP of construction
aggregates and other products for the Company and the leasing
to the Company of construction aggregates mining and other
properties. FRPP has numerous aggregates hauling competitors
at all terminal and plant sites and the rates charged are,
accordingly, established by competitive conditions.
Approximately 10% of FRPP's revenue was attributed to the
Company during fiscal year 1996.
On October 9, 1996, a subsidiary of the Company sold a
134 acre tract of surplus real estate in Edgewood, Maryland,
formerly used for mining, to a subsidiary of FRPP for $500,000
and the assumption of certain reclamation costs and benefits
relating to the site. An appraisal of the property was
obtained and the transaction was approved by the Company's
Board of Directors with those directors who are also directors
of FRPP abstaining.
Thompson S. Baker is entitled to receive sand mining
royalty payments of $.05 per ton from the Company under lease
agreements which terminate in 2002 and 2048 relating to
approximately 489 acres. No payments were made to Mr. Baker
during fiscal 1996 under these agreements.
On May 14, 1974, the Company exercised its option to
purchase the sand on 71 acres of land in Putnam County,
Florida. The land is owned by Thompson S. Baker and certain
other interests. The term of the agreement ends on June 30,
2004. The landowners will receive $.08 per ton (subject to
escalation provisions) for sand as it is mined with an annual
minimum payment of $6,000. The mining agreement may be
terminated at any time by the Company.
Mr. Fichthorn provided the Company with financial
consulting and other services during fiscal 1996 for which he
received $58,750.
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.
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.
NAME AND ADDRESS AMOUNT AND NATURE PERCENT
OF BENEFICIAL OWNER BENEFICIAL OF CLASS
OWNERSHIP
Baker Investments, Ltd. 2,061,990 (1) 22.5%
P.O. Box 4667
Jacksonville, FL 32201
Quest Advisory Corp. 888,900 (2) 9.7%
Quest Management 33,400 (2) .4%
Company ___________ _____
1414 Avenue of the
Americas 922,300 (2) 10.1%
New York, NY 10019
(1) Baker Investments, Ltd. is a limited partnership owned
and controlled by the Baker family. Edward L. Baker and
John D. Baker II are general partners and as such have
shared voting and dispositive power over the shares owned
by the partner-ship. Ownership is reported as of October
31, 1996.
(2) Quest Advisory Corp. ("Quest"), Quest Management Company
("QMC") and Charles M. Royce reported that they are
members of a group pursuant to Securities and Exchange
Commission Rule 13d-(1)(b)(ii)(H). Mr. Royce may be
deemed to be a controlling person of Quest and QMC, and
as such may be deemed to own beneficially the shares of
common stock of the Company owned beneficially by Quest
and QMC. Mr. Royce does not own any shares outside of
Quest and QMC, and disclaims beneficial ownership of the
shares held by Quest and QMC. Quest and QMC are
investment advisers registered under Section 203 of the
Investment Advisers Act of 1940. Each has sole voting
and dispositive power as to the shares shown. Ownership
is reported as of February 14, 1996.
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
October 31, 1996 and also includes shares held under options
as of October 31, 1996 which are exercisable within 60 days of
December 16, 1996.
NAME OF AMOUNT AND NATURE PERCENT
BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF
CLASS
Thompson S. Baker 54,814 (1)(2)(3)(4) *
Edward L. Baker 2,298,381 (1)(3)(4)(5) 24.9%
John D. Baker II 461,456 (1)(3)(4)(5)(6)(7) 5.0%
Thompson S. Baker II 27,304 (3) *
Donald L. Bloebaum 32,803 *
A. R. Carpenter 100 *
Robert D. Davis 40,000 (8) *
Charles H. Denny III 127,544 (9) 1.4%
Albert D. Ernest, Jr. 1,100 *
Luke E. Fichthorn III 22,102 *
H. B. Horner 11,581 *
Frank M. Hubbard 2,295 *
Francis X. Knott 2,377 *
Radford D. Lovett 9,173 *
W. Thomas Rice 8,304 *
C.J. Shepherdson 60,045 *
All Directors and 3,271,805 (10) 34.8
Officers as a group
(24 people)
*Less than 1%
The preceding table includes the following shares held
under the Company's Tax Reduction Act Employee Stock Ownership
Plan ("TRAESOP") as of October 31, 1996, as to which the named
person has sole voting power, and shares held under options
which are exercisable within 60 days of December 16, 1996.
SHARES UNDER SHARES UNDER
TRAESOP OPTION
Thompson S. Baker 2,322 --
Edward L. Baker 5,928 56,000
John D. Baker II 3,618 45,000
Thompson S. Baker II 28 14,800
C.J. Shepherdson 4,895 29,400
H. B. Horner -- 10,800
Donald L. Bloebaum 3,776 25,800
All directors and 33,504 245,200
officers as a group
(1) 864 of the shares shown opposite Thompson S. Baker are
held in a fiduciary account and beneficially owned by
Thompson S. Baker and, under certain circumstances, by
members of his family, including his sons, Edward L.
Baker and John D. Baker II who are also directors and
officers of the Company. Thompson S. Baker, who is co-
trustee with SunTrust Bank/North Florida, N.A. and Edward
L. Baker as to these shares, has shared voting power with
the remaining trustees; however, the individual trustees
have the power to remove the corporate trustee and
appoint a successor corporate trustee and the individual
trustees share investment power to the exclusion of the
corporate trustee in the event of disagreement. Such
shares are excluded from those shown opposite the names
of Edward L. Baker and John D. Baker II.
(2) Includes 49,775 shares owned by Mrs. Thompson S. Baker as
to which Thompson S. Baker disclaims any beneficial
interest.
(3) Thompson S. Baker, Edward L. Baker, John D. Baker II and
Thompson S. Baker II may be considered to be control
persons of the Company.
(4) Shares shown opposite the name of Edward L. Baker include
2,061,990 shares owned by Baker Investments, Ltd. See
note (1) on page 13. Such shares are excluded from those
shown opposite the names of Thompson S. Baker and John D.
Baker II.
(5) Includes 2,682 shares owned by Mrs. Edward L. Baker, as
to which he disclaims any beneficial interest. Includes
49,836 shares held by Edward L. Baker as trustee for the
children of John D. Baker II, as to which Edward L. Baker
has sole investing and voting power but disclaims any
beneficial interest. Such shares are excluded from those
shown opposite the name of John D. Baker II.
(6) Includes 1,400 shares owned by Mrs. John D. Baker II, as
to which John D. Baker II disclaims any beneficial
interest.
(7) Regency Square II, a Florida general partnership, owns
27,000 shares of the Company. Trust B under the will of
Martin E. Stein, deceased, as a general partner, holds a
46.2128% interest in the partnership. John D. Baker II
is a co-trustee of the trust and as such has a one-third
shared voting and dispositive power as to the trust. The
partnership's shares in the Company are included in the
above table for John D. Baker II, who disclaims any
pecuniary or other beneficial interest in such shares.
(8) Includes 35,000 shares held by Cede & Co. in the name of
American Heritage Life Insurance Company, a wholly owned
subsidiary of American Heritage Life Investment
Corporation. Mr. Davis is a director and shareholder of
American Heritage Life Investment Corporation and a
director, executive officer and shareholder of D.D.I.,
Inc. which holds in excess of 10% of the outstanding
American Heritage Life Investment Corporation shares.
Mr. Davis disclaims beneficial ownership of 32,799 of
such shares.
(9) Includes 2,000 shares owned by Mrs. Charles H. Denny III,
as to which Charles H. Denny III disclaims any beneficial
interest.
(10) Includes, in addition to all of the individual holdings
for persons named above, 112,426 shares owned by other
officers of the Company, of which 100 shares are owned by
the wife of one officer and 12,937 shares are held under
the Company's Tax Reduction Act Employee Stock Ownership
Plan as to which such other officers, respectively, have
sole voting power and 63,400 shares held under options
which were exercisable within 60 days of December 16,
1996.
INDEPENDENT AUDITORS
The Board of Directors has selected Deloitte & Touche LLP
as independent certified public accountants to examine the
consoli- dated financial statements of the Company for fiscal
1997. Repre- sentatives of Deloitte & Touche 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.
SHAREHOLDER PROPOSALS
Proposals of shareholders intended to be included in the
Company's proxy statement and form of proxy relating to the
1997 Annual Meeting must be delivered in writing to the
principal executive offices of the Company no later than
August 17, 1997. The inclusion of any proposal will be
subject to the applicable rules of the Securities and Exchange
Commission.
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 American Stock Exchange 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 Thompson S.
Baker, Baker Investments, Ltd. and Francis X. Knott. Thompson
S. Baker, a director, filed a Form 5, as he did not timely
report the disposition of Company shares attributed to him in
connection with a voluntary cash withdrawal from the Company's
Profit Sharing and Deferred Earnings Plan. Baker Investments,
Ltd., a beneficial owner of 10% or more of the Company's
outstanding stock, filed a Form 5 that reported three
withdrawals of the Company's shares by a limited partner
during the last two fiscal years that were otherwise not
timely reported. Francis X. Knott filed an Amended Form 4 for
August, 1996, which added purchases for five months under an
employee plan previously omitted through oversight from an
original Form 4 for August, 1996, that was timely filed.
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.
BY ORDER OF THE BOARD OF DIRECTORS
December 16, 1996 Dennis D. Frick
Secretary
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 FLORIDA ROCK
INDUSTRIES, 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 POST OFFICE BOX 4667, JACKSONVILLE, FLORIDA
32201.
