FLORIDA ROCK INDUSTRIES, INC.
155 East 21st Street, Jacksonville, Florida 32206
-----------------------------------
NOTICE OF
ANNUAL MEETING OF SHAREHOLDERS
To The Shareholders:
The Annual Meeting of Shareholders of Florida Rock Industries, Inc. will be
held at 9 o'clock in the morning, local time, on Wednesday, February 3, 1999, at
the general offices of the Company, 155 East 21st Street, Jacksonville, Florida
32206, for the following purposes, as more fully described in the attached proxy
statement:
1. To elect four directors to serve for a term of three years.
2. To transact such other business as may properly come before the meeting or
any adjournments thereof.
Shareholders of record at the close of business on December 7, 1998 are
entitled to vote at said Annual Meeting or any adjournment or adjournments
thereof.
BY ORDER OF THE BOARD OF DIRECTORS
December 14, 1998 Dennis D. Frick
Secretary
TO ASSURE YOUR REPRESENTATION AT THE MEETING, PLEASE COMPLETE
THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE
ACCOMPANYING ENVELOPE. IF YOU ATTEND THE MEETING,
YOU MAY WITHDRAW YOUR PROXY AND VOTE IN PERSON.
<PAGE>
FLORIDA ROCK INDUSTRIES, INC.
155 East 21st Street, Jacksonville, Florida 32206
PROXY STATEMENT
ANNUAL MEETING - February 3, 1999
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 3, 1999 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 14, 1998.
VOTING PROCEDURES
The holders of record of common stock at the close of business on December
7, 1998, may vote at the meeting. On such date there were outstanding 18,853,256
shares of common stock of the Company. Under the Company's Restated 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 ("FBCA"), 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 Restated 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
<PAGE>
1. ELECTION OF DIRECTORS
Under the Company's Restated Articles of Incorporation, the Board of
Directors is divided into three classes. One class of directors is elected at
each annual meeting of shareholders for a three-year term of office. The
below-named directors are nominated to be re-elected to hold office until the
2002 annual meeting. 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 1999 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.
<TABLE>
<CAPTION>
NAME AND PRINCIPAL DIRECTOR OTHER
OCCUPATION AGE SINCE DIRECTORSHIPS
Class I - Nominees for Terms Expiring in 2002
<S> <C> <C> <C>
A. R. Carpenter 56 1993 Regency Realty
President and Chief Corporation
Executive Officer of CSX American Heritage
Transportation, Inc. Life Insurance Co.
Stein Mart, Inc.
John D. Baker, II 50 1979 FRP Properties, Inc.
President and Chief Hughes Supply, Inc.
Executive Officer
of the Company
Charles H. Denny III 66 1975
Investments
G. Kennedy Thompson 48 1998
Vice Chairman, First
Union Corporation
2
<PAGE>
Class II - Terms Expiring in 2000
Edward L. Baker 63 1970 FRP Properties, Inc.
Chairman of the Board Regency Realty
of the Company Corporation
American Heritage
Life Investment
Corporation
Flowers Industries,
Inc.
Francis X. Knott 53 1988 FRP Properties, Inc.
Chief Executive Officer
of Partners Management
Company
Radford D. Lovett 65 1984 First Union Cor-
Chairman of the Board of poration
Commodores Point Terminal Winn-Dixie Stores,
Corp. (marine terminal) Inc.
American Heritage
Life Investment
Corporation
FRP Properties,
Inc.
Class III - Terms Expiring in 2001
Thompson S. Baker II 40 1991 FRP Properties, Inc.
Vice President of the
Company
Albert D. Ernest, Jr. 68 1989 FRP Properties, Inc.
President of Albert Regency Realty
Ernest Enterprises, an Corporation
investment and consulting Stein Mart, Inc.
firm Wickes Lumber Company
Luke E. Fichthorn III 57 1972 Bairnco Corporation
Partner in Twain FRP Properties, Inc.
Associates (a private
investment banking firm);
Chairman of the Board
and Chief Executive Officer
of Bairnco Corporation
(manufacturing)
C. J. Shepherdson 82 1972
Vice President of the
Company
</TABLE>
3
<PAGE>
All of the nominees and directors have been employed in their respective
positions for the past five years, except John D. Baker II and G. Kennedy
Thompson. In February, 1996, John D. Baker II was elected to the additional
position of Chief Executive Officer of the Company. Mr. Thompson was elected to
his current position in October 1998. Previously, he served as Managing
Director, First Union Capital Markets Group.
Edward L. Baker and John D. Baker II are brothers. Thompson S. Baker II is
the son of Edward L. Baker.
See "Compensation Committee Interlocks and Insider Participation" 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, 1998 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 $15,000 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. Members of the Long Range Planning Committee
received $1,250 for each committee meeting held. All such directors currently
participate in the Company's Directors Stock Purchase Plan under which a
director may designate all, or any part, of his director's compensation for
investment in the Company's Stock purchased in the open market through a broker.
The Company matches 25% of the director's designated portion and pays all broker
commissions.
Executive Committee. Edward L. Baker and John D. Baker II comprise the
Executive Committee. 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, 1998, the Executive Committee held no
formal meetings, but acted on various resolutions by unanimous written consents.
Audit Committee. During the past year, Messrs. Ernest, Denny, Fichthorn,
Hubbard, Knott and Rice comprised the Audit Committee. Messrs. Hubbard and Rice
stepped down from the Audit Committee during the year when they became directors
emeritus. 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 1998, the Audit Committee held
three meetings.
4
<PAGE>
Compensation Committee. During the past year Messrs. Carpenter, Ernest,
Hubbard, Lovett, Fichthorn and Rice comprised the Compensation Committee.
Messrs. Hubbard and Rice stepped down from the Compensation Committee during the
year when they became directors emeritus. 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 1998, the Compensation Committee
held one meeting.
Long Range Planning Committee. During the past year Messrs. Edward L.
Baker, John D. Baker II, Carpenter, Ernest, Fichthorn and Lovett comprised the
Long Range Planning Committee. The Committee reviews the Company's long term
strategic initiatives. During fiscal 1998, the Long Range Planning Committee did
not hold any 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 A. R. Carpenter who attended 60% 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, 1998:
5
<PAGE>
<TABLE>
<CAPTION>
Annual Compensation
Long Term All
Com- Other
pensation Compen-
Name and Principal Salary Bonus Options sation
Position Year ($)(a) ($)(a) #(e) ($) (b)
<S> <C> <C> <C> <C> <C>
John D. Baker, II 1998 360,000 150,000 - 27,957(c)
President and 1997 307,500 141,750 100,000 26,997(c)
Chief Executive 1996 281,250 85,500 - 25,556 (c)
Officer
Edward L. Baker 1998 413,750 168,000 - 38,117(d)
Chairman of the 1997 395,000 177,750 100,000 37,251(d)
Board 1996 390,000 118,500 - 36,005(d)
C. J. Shepherdson 1998 282,500 142,500 - 15,178
Vice President 1997 272,500 137,500 30,000 14,194
1996 261,250 79,500 - 12,543
Fred W. Cohrs 1998 232,500 94,000 - 14,967
Vice President 1997 220,750 101,250 30,000 14,194
1996 206,200 40,000 - 12,793
H. B. Horner 1998 226,875 91,000 - 14,798
Executive Vice 1997 223,750 101,250 30,000 14,194
President 1996 218,750 64,020 - 12,543
</TABLE>
(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 $12,556 in 1998, $12,803 in 1997 and $13,013 in 1996, the present
value of the benefit of a split-dollar premium paid during the fiscal year.
(d) Includes $22,602 in 1998, $23,057 in 1997 and $23,462 in 1996, the present
value of the benefit of a split-dollar premium paid during the fiscal year.
(e) See Option Grant Table below for more detail concerning the option grant.
6
<PAGE>
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, 1998.
Option Exercises and Year End Values
The following table shows information with respect to stock options
exercised during the fiscal year ended September 30, 1998 and the number and
value of unexercised options held by each executive officer named in the Summary
Compensation Table.
<TABLE>
<CAPTION>
Number of Value of Unexercised
Unexercised In-The-Money Options
Options at at September 30,
September 30, 1998 1998 (1)
------------------ --------
Shares
Acquired on Value Exercis- Unexercis- Exercis- Unexercis-
Name Exercise(1) Realized able # able # able $ able $
- ---- ---------- -------- ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
John D. 22,500 358,583 103,500 94,000 1,109,063 818,438
Baker II
Edward L. 40,000 637,480 110,000 80,000 1,263,750 667,500
Baker
C.J. - - 42,000 24,000 488,813 200,250
Shepherdson
H. B. - - 6,000 24,000 50,063 200,250
Horner
Fred W. - - 6,000 24,000 50,063 200,250
Cohrs
</TABLE>
(1) The closing price of the Company's common stock on the New York Stock
Exchange composite transactions on September 30, 1998 of $24.75 the
exercise price, was used in calculating the value of unexercised and
exercisable 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. 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
7
<PAGE>
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, 1998 for
the executive officers named above participating in the MSP Plan were:
John D. Baker II $187,500
Edward L. Baker $210,000
C. J. Shepherdson $142,500
H. B. Horner $113,750
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 ("the 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.
8
<PAGE>
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 50%. 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: Luke
E. Fichthorn, III, Chairman, A. R. Carpenter, Albert D. Ernest, Jr. and Radford
D. Lovett.
Compensation Committee Interlocks and Insider Participation
Three members of the Compensation Committee, Messrs. Fichthorn, Lovett and
Ernest, are among the seven directors of the Company who are also directors of
FRP Properties, Inc. ("FRPP").
9
<PAGE>
The other four directors of both FRPP and the Company who are not members of the
Compensation Committee are Edward L. Baker, John D. Baker II, Thompson S. Baker
II and Francis X. Knott. The seven directors own approximately 40.5% of the
stock of FRPP and 29.6% of the stock of the Company. Accordingly, the Bakers,
who own approximately 29.2% of the stock of the Company and 39.4% of the stock
of FRPP, 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, Chairman 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, The S&P 600 Smallcap Index and a peer
group of industry companies for the period commencing September 30, 1993 and
ending on September 30, 1998. The graph assumes that $100 was invested on
September 30, 1993 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., Southdown, Inc., Texas Industries, Inc. and
Vulcan Materials Company. This group is consistent with the group used in the
1998 proxy with the exception of Medusa Corporation which merged with Southdown,
Inc. during the current year.
10
<PAGE>
<TABLE>
<CAPTION>
Index as of September 30
1993 1994 1995 1996 1997 1998
<S> <C> <C> <C> <C> <C> <C>
Florida Rock 100 100 108 114 237 199
AMEX MKT VALUE 100 100 118 124 156 141
S&P 600 Index 100 99 125 145 198 168
Peer Group 100 110 111 125 206 203
- ----------------------------- ----------- -------------- ------------- ------------- ------------- -------------
</TABLE>
11
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Seven of the Company's directors (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 41% of the stock of FRPP and 30% of the stock of the Company.
Accordingly, the Bakers, who own approximately 29% of the stock of the Company
and 39% of the stock of FRPP, 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 8.5% of FRPP's revenue was attributed to the Company
during fiscal year 1998.
Edward L. 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 during fiscal 1998
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 25% by Edward L.
Baker, 25% by a trust in which Edward L. Baker and John D. Baker II each have a
one-third beneficial interest and 50% by certain other interests. The term of
the agreement ends on June 30, 2004. The landowners are entitled to receive $.08
per ton (subject to escalation provisions) for sand as it is mined with an
annual minimum payment of $6,000. The minimum payment only was paid in fiscal
1998. 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 1998 for which he received $60,000.
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.
12
<PAGE>
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. The stock has been adjusted to
reflect the two for one stock split effective October 31, 1998.
NAME AND ADDRESS AMOUNT AND NATURE PERCENT
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
Baker Investments, Ltd. 4,108,172 (1) 21.7%
P.O. Box 4667
Jacksonville, FL 32201
Royce & Associates, Inc. 1,366,600 (2) 7.3%
Royce Management Company 21,600 (2) .1%
--------- ----
1414 Avenue of the Americas 1,388,200 (2) 7.4%
New York, NY 10019
Estabrook Capital Management 970,650 (3) 5.1%
430 Park Avenue
Suite 1810
New York, NY 10022
(1) Baker Investments, Ltd. is a limited partnership in which 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 partnership. Directly as
general partners and through trusts which are limited partners, each of
Edward L. Baker and John D. Baker II have a pecuniary interest in 1,369,390
shares. Ownership is reported as of October 31, 1998.
(2) Royce & Associates, Inc. ("Royce"), Royce Management Company ("RMC") 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, who
may be deemed to be a controlling person of Royce and RMC, does not own any
shares outside of Royce and RMC and disclaims beneficial ownership of the
shares held by Royce and RMC. Royce and RMC are investment advisers,
formerly known as Quest Advisory Corp. and Quest Management Company. Each
has sole voting and dispositive power as to the shares shown. Ownership is
reported as of February 4, 1998.
(3) Estabrook Capital Management is an investment advisor and reports, as of
October 20, 1998, shared voting power and sole dispositive power as to
970,650 shares.
13
<PAGE>
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 30, 1998 and also includes shares held under options as of October
30, 1998 which are exercisable within 60 days of December 14, 1998.
NAME OF AMOUNT AND NATURE PERCENT OF
BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS
Edward L. Baker 3,219,847 (1)(2)(3)(4) 16.9%
John D. Baker II 2,330,479 (1)(2)(3)(4)(5)(6) 12.5%
Thompson S. Baker II 59,232 (2) *
A. R. Carpenter 1900 *
Charles H. Denny III 231,980 (7) 1.3%
Albert D. Ernest, Jr. 4,354 *
Luke E. Fichthorn III 45,368 *
H. B. Horner 7,800 *
Francis X. Knott 7,034 *
Radford D. Lovett 20,312 *
C. J. Shepherdson 82,330 *
Fred W. Cohrs 6,507 *
G. Kennedy Thompson 1,000 *
All Directors and
Officers as a group
(20 people) 6,135,326 (8) 31.9%
*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 30,
1998, as to which the named person has sole voting power, and shares held under
options which are exercisable within 60 days of December 14, 1998.
14
<PAGE>
SHARES UNDER TRAESOP SHARES UNDER OPTION
Edward L. Baker 12,191 110,000
John D. Baker II 7,442 110,500
Thompson S. Baker II 59 33,000
All directors and
officers as a group 41,307 348,000
(1) 746 of the shares shown opposite Edward L. Baker are held in a fiduciary
account in which Edward L. Baker and John D. Baker II each have a one-third
pecuniary interest. Edward L. Baker and John D. Baker II are co-trustees
with a corporate trustee as to these shares and have shared voting power;
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 name of John D. Baker II.
(2) Edward L. Baker, John D. Baker II and Thompson S. Baker II may be
considered to be control persons of the Company.
(3) Shares shown opposite the name of Edward L. Baker include 1,369,390 shares
owned by Baker Investments, Ltd. See note (1) on page 14. Such shares are
excluded from those shown opposite the name of John D. Baker II.
(4) Includes 5,364 shares owned by Mrs. Edward L. Baker, as to which he
disclaims any beneficial interest. Includes 106,920 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.
(5) Includes 2,800 shares owned by Mrs. John D. Baker II, as to which he
disclaims any beneficial interest.
(6) Regency Square II, a Florida general partnership, owns 54,000 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.
(7) Includes 4,000 shares owned by Mrs. Charles H. Denny III, as to which he
disclaims any beneficial interest.
(8) Includes, in addition to all of the individual holdings for persons named
above, 91,969 shares owned by other officers of the Company, of which 200
shares are owned by the wife of one officer and 53,500 shares held under
options which were exercisable within 60 days December 14, 1998.
15
<PAGE>
INDEPENDENT AUDITORS
The Board of Directors has selected Deloitte & Touche LLP as independent
certified public accountants to examine the consolidated financial statements of
the Company for fiscal 1999. Representatives 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 2000 Annual Meeting must be
delivered in writing to the principal executive offices of the Company no later
than August 17, 1999. 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
New York 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.
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.
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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 14, 1998 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.
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FLORIDA ROCK INDUSTRIES, INC.
PROXY SOLICITED BY BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS CALLED FOR FEBRUARY 3, 1999
The undersigned hereby appoints Edward L. Baker and John D. Baker II, or
either of them, the attorneys, agents and proxies of the undersigned with full
power of substitution to vote all the shares of common stock of Florida Rock
Industries, Inc. which the undersigned is entitled to vote at the Annual Meeting
of Shareholders of the Company to be held at the general offices of the Company,
155 East 21st Street, Jacksonville, Florida on February 3, 1999, at 9 o'clock in
the morning, and all adjournments thereof, with all the powers the undersigned
would possess if then and there personally present. Without limiting the general
authorization and power hereby given, the above proxies are directed to vote as
instructed on the matters below:
1. The election of four directors to serve for a term of three years.
/ / FOR the nominees listed below / / WITHHOLD AUTHORITY to vote for
nominees listed below all nominees listed below
(except as marked to the
contrary below)
A.R. Carpenter, John D. Baker II, Charles H. Denny III and G. Kennedy
Thompson
To withhold authority to vote for any individual nominee, write that
nominee's name in the space provided.
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2. To transact such other business as may properly come before the meeting or
any adjournments thereof.
(Continued and to be signed on other side)
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
The undersigned hereby revokes any proxy heretofore given with respect to
said stock, acknowledges receipt of the Notice and the Proxy Statement for the
meeting accompanying this proxy, each dated December 14, 1998, and authorizes
and confirms all that the said proxies or their substitutes, or any of them, may
do by virtue hereof.
Dated:_______________________________________,199___
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Signature
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Signature if Held Jointly
IMPORTANT: Please date this proxy and sign exactly as your name
or names appear(s) hereon. If the stock is held jointly,
signatures should include both names. Personal representatives,
trustees, guardians and others signing in a representative
capacity should give full title. If you attend the meeting you
may, if you wish, withdraw your proxy and vote in person.
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