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 2, 2000, 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 three 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 6,
1999 are entitled to vote at said Annual Meeting or any adjournment
or adjournments thereof.
BY ORDER OF THE BOARD OF DIRECTORS
December 15, 1999 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 2, 2000
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 2,
2000 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 15, 1999.
VOTING PROCEDURES
The holders of record of common stock at the close of business
on December 6, 1999, may vote at the meeting. On such date there
were outstanding 18,728,190 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. 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 2003 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 2000 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 2003
Edward L. Baker 64 1970 FRP Properties, Inc.
Chairman of the Board Flowers Industries,
of the Company Inc.
Francis X. Knott 54 1988 FRP Properties, Inc.
Chief Executive Officer
of Partners Realty
Trust, Inc.
Radford D. Lovett 66 1984 First Union Cor-
Chairman of the Board of poration
Commodores Point Terminal Winn-Dixie Stores,
Corp. (marine terminal) Inc.
FRP Properties,
Inc.
DIRECTORS CONTINUING IN OFFICE AFTER THE 2000 ANNUAL MEETING.
Class III - Terms Expiring in 2001
Thompson S. Baker II 41 1991 FRP Properties, Inc.
Vice President of the
Company
Albert D. Ernest, Jr. 69 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 58 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 83 1972
Vice President of the
Company
Class I - Terms Expiring in 2002
A. R. Carpenter 57 1993 Regency Realty
Vice Chairman Corporation
CSX Corporation Stein Mart, Inc.
John D. Baker, II 51 1979 FRP Properties, Inc.
President and Chief Hughes Supply, Inc.
Executive Officer
of the Company
Charles H. Denny III 67 1975
Investments
G. Kennedy Thompson 49 1998 First Union
President, First Corporation
Union Corporation
All of the nominees and directors have been employed in their
respective positions for the past five years, except John D. Baker
II, G. Kennedy Thompson and A. R. Carpenter. In February, 1996,
John D. Baker II was elected to the additional position of Chief
Executive Officer of the Company. Effective December 1, 1999 Mr.
Thompson was appointed President, First Union Corporation.
Previously Mr. Thompson had served as Vice Chairman and prior to
October 1998 served as Managing Director, First Union Capital
Markets Group. Mr. Carpenter during 1999 was elected Vice
Chairman, CSX Corporation. Previously he had served as President
and Chief Executive Officer of CSX Transportation, Inc.
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 Partic-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, 1999 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, 1999, 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, Knott and Thompson comprised the Audit Committee. Mr.
Thompson was appointed at the December 1998 Board meeting to serve.
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 1999, the Audit
Committee held two meetings.
Compensation Committee. During the past year Messrs.
Carpenter, Ernest, Lovett and Fichthorn comprised the Compensation
Committee. The Committee determines the compensation for the
Chairman and 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 1999, the Compensation Committee held two meetings.
Long Range Planning Committee. During the past year Messrs.
Edward L. Baker, John D. Baker II, Carpenter, Ernest, Fichthorn,
Lovett and Thompson comprised the Long Range Planning Committee.
The Committee reviews the Company's long term strategic
initiatives. During fiscal 1999, the Long Range Planning Committee
held one meeting.
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.
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,
1999:
Annual Compensation
Long Term All
Com- Other
pensation Compen-
Name and Principal Salary Bonus Options sation
Position Year ($)(a) ($)(a) #(e) ($) (b)
John D. Baker, II 1999 416,250 215,000 - 27,061(c)
President and 1998 360,000 150,000 - 27,957(c)
Chief Executive 1997 307,500 141,750 100,000 26,997 (c)
Officer
Edward L. Baker 1999 427,500 215,000 - 36,437(d)
Chairman of the 1998 413,750 168,000 - 38,117(d)
Board 1997 395,000 177,750 100,000 37,251(d)
C. J. Shepherdson 1999 288,750 145,000 - 14,492
Vice President 1998 282,500 142,500 - 15,178
1997 272,500 137,500 30,000 14,194
Fred W. Cohrs 1999 246,250 125,000 - 14,492
Vice President 1998 232,500 94,000 - 14,967
1997 220,750 101,250 30,000 14,194
H. B. Horner 1999 229,375 115,000 - 14,492
Executive Vice 1998 226,875 91,000 - 14,798
President 1997 223,750 101,250 30,000 14,194
(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 $12,569 in 1999, $12,556 in 1998 and $12,803 in 1997,
the present value of the benefit of a split-dollar premium
paid during the fiscal year.
(d) Includes $21,945 in 1999, $22,602 in 1998 and $23,057 in 1997,
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 option
grants.
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, 1999.
Option Exercises and Year End Values
The following table shows information with respect to stock
options exercised during the fiscal year ended September 30, 1999
and the number and value of unexercised options held by each
executive officer named in the Summary Compensation Table.
<TABLE>
Number of Unexercised Value of Unexercised
Options at In-The-Money Optoins
September 30, 1999 at September 30, 1999
(1)
<S> <C> <C> <C> <C> <C> <C>
Shares
Acquired on Value Exercis- Unexercis- Exercis- Unexercis-
Exercise(1) Realized able able able able
John D.
Baker II 62,500 1,481,875 68,000 67,000 1,315,625 1,246,094
Edward L.
Baker - - 130,000 60,000 2,730,625 1,100,625
C.J.
Shepherdson - - 48,000 18,000 1,018,875 330,188
H. B. Horner 12,000 292,125 18,000(2) - 330,188 -
Fred W.
Cohrs - - 12,000 18,000 220,125 330,188
</TABLE>
(1) The closing price of the Company's common stock on the New
York Stock Exchange composite transactions on September 30,
1999 of $34.75 less the exercise price, was used in
calculating the value of unexercised and exercisable options.
(2) Includes options that become exercisable upon individual's
retirement on December 31, 1999.
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
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, 1999 for the executive officers named above
participating in the MSP Plan were:
John D. Baker II $215,000
Edward L. Baker $215,000
C. J. Shepherdson $145,000
H. B. Horner $115,000
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 Chairman and 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
Chairman and the Chief Executive Officer's salaries are based on
these factors and their 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 based on returns on capital
employed as adjusted by certain items on which the Chairman and the
Chief Executive Officer's MIC are 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 Chairman and 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").
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 40.7% of the stock of FRPP and 29.3% of
the stock of the Company. Accordingly, the Bakers, who own
approximately 28.9% of the stock of the Company and 39.7% of the
stock of FRPP, may be considered to be control persons of both the
Company and FRPP.
Messrs. A. R. Carpenter and Albert D. Ernest, Jr. (who are
each directors of the Company) 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 S&P 600 Smallcap Index and a peer group
of industry companies for the period commencing September 30, 1994
and ending on September 30, 1999. The graph assumes that $100 was
invested on September 30, 1994 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: 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 1999
proxy with the exception of CalMat Co. which was acquired by Vulcan
Materials Company during the current year.
GRAPH
Index as of September 30
1994 1995 1996 1997 1998 1999
Florida Rock 100 108 114 238 200 283
S&P 600 Index 100 126 146 199 169 198
Peer Group 100 102 115 192 192 217
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 also
directors of FRPP. Such directors own approximately 40.7% of the
stock of FRPP and 29.3% of the stock of the Company. Accordingly,
the Bakers, who own approximately 28.6% of the stock of the Company
and 39.7% 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 12% of FRPP's revenue was
attributed to the Company during fiscal year 1999.
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 1999 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 1999. 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 1999 for which he received
$60,000.
Mr. Thompson, who is a director of the Company, is a director
and President of First Union Corporation. First Union Corporation
is a significant participant in the Company's bank revolver and
other credit facilities.
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 OWNERSHIP OF CLASS
Baker Investments, Ltd. 4,108,172 (1) 21.3%
Edward L. Baker 467,845 (2) 2.4%
John D. Baker II 924,485 (3) 4.9%
155 East 21st Street 5,500,502 28.6%
Jacksonville, FL 32206
Fidelity Management & 974,400 (4) 5.1%
Research Company
82 Devonshire Ct
Boston, MA 02109
Royce & Associates, Inc. 1,167,600 (5) 6.1%
Royce Management Company 25,000 (5) .1%
1414 Avenue of the Americas 1,192,600 (5) 6.2%
New York, NY 10019
Estabrook Capital Management 959,940 (6) 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 power and investment 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. These shares are excluded from the shares
shown for Edward L. Baker and John D. Baker II in this table
above but are included for Edward L. Baker and excluded for
John D. Baker II in the table Common Stock Ownership by
Directors and Officers on page 15.
(2) Includes 187,718 shares held by the Edward L. Baker Living
Trust and 38,843 shares held directly by Edward L. Baker as to
each of which Edward L. Baker has sole voting power and sole
investment power; 106,920 shares held in trust for the benefit
of children of John D. Baker II as to which Edward L. Baker
has sole voting power and sole investment power but as to
which he disclaims beneficial ownership; 12,297 shares in the
Company's Tax Reduction Act Employee Stock Ownership Plan over
which Edward L. Baker has sole voting power but no investment
power; 33,996 shares in the Company's Profit Sharing and
Deferred Earnings Plan as to which Edward L. Baker has no
voting power but sole investment power; 130,000 shares which
Edward L. Baker may acquire upon the exercise of stock options
exercisable within sixty days of December 1, 1999 (if
exercised, Edward L. Baker would have sole voting power and
sole investment power as to such option shares); and 4,364
shares owned by the spouse of Edward L. Baker as to which he
disclaims beneficial ownership.
(3) Includes 799,685 shares held in the John D. Baker II Living
Trust as to which John D. Baker II has sole voting power and
sole investment power; 54,000 shares held by Regency Square
II, a Florida general partnership, in which trust B under the
will of Martin E. Stein, deceased, holds a 46.2128% interest
and as to which John D. Baker II as a co-trustee has a one
third shared voting power and investment power but as to which
John D. Baker II declaims beneficial ownership; 7,506 shares
in the Company's Tax Reduction Act Employee Stock Ownership
Plan over which John D. Baker II has sole voting power but no
investment power; 68,000 shares which John D. Baker II may
acquire upon the exercise of stock options exercisable within
sixty days of December 1, 1999 (if exercised, John D. Baker II
would have sole voting power and sole investment power as to
such stock option shares); and 2,800 shares owned by the
spouse of John D. Baker II as to which he disclaims beneficial
ownership.
(4) Fidelity Management & Research is an investment advisor and
reports, as of February 1, 1999 sole power to vote 689,600
shares and sole dispositive power of 974,400.
(5) 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 9, 1999.
(6) Estabrook Capital Management is an investment advisor and
reports, as of January 19, 1999, shared voting power and sole
dispositive power as to 959,940 shares.
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,
1999 and also includes shares held under options as of October 30,
1999 which are exercisable within 60 days of December 15, 1999.
NAME OF AMOUNT AND NATURE PERCENT OF
BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS
Edward L. Baker 4,576,017 (1)(3) 23.7%
John D. Baker II 924,485 (2)(3) 4.9%
Thompson S. Baker II 52,844 (3) *
A. R. Carpenter 10,457 *
Charles H. Denny III 232,905 (4) 1.2%
Albert D. Ernest, Jr. 4,354 *
Luke E. Fichthorn III 46,309 *
H. B. Horner 2,094 *
Francis X. Knott 7,917 *
Radford D. Lovett 21,222 *
C. J. Shepherdson 90,768 *
Fred W. Cohrs 12,507 *
G. Kennedy Thompson 1,881 *
All Directors and
Officers as a group
(20 people) 6,120,798 (5) 31.8%
*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, 1999, as to which the named person
has sole voting power, and shares held under options which are
exercisable within 60 days of December 15, 1999.
SHARES UNDER TRAESOP SHARES UNDER OPTION
Edward L. Baker 12,297 130,000
John D. Baker II 7,506 75,000
Thompson S. Baker II 59 27,000
All directors and
officers as a group 41,665 374,500
(1) Includes 4,108,170 shares owned by Baker Investments Ltd. See
Notes (1) and (2) of the table Common Stock Ownership of
Certain Beneficial Owners on page 13.
(2) See Notes (1) and (3) of the table Common Stock Ownership of
Certain Beneficial Owners on page 13.
(3) Edward L. Baker, John D. Baker II and Thompson S. Baker II may
be considered to be control persons of the Company.
(4) Includes 4,000 shares owned by Mrs. Charles H. Denny III, as
to which he disclaims any beneficial interest.
(5) 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 15, 1999.
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 2000. 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 2001
Annual Meeting must be delivered in writing to the principal
executive offices of the Company no later than August 14, 2000.
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.
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 15, 1999 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.
FLORIDA ROCK INDUSTRIES, INC.
PROXY SOLICITED BY BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS CALLED FOR FEBRUARY 2, 2000
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 2, 2000,
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 three directors to serve for a term of three years.
/ / FOR the nominees listed / / WITHHOLD AUTHORITY
below (except as marked to vote for all nominees
to the contrary below) listed below
Edward L. Baker, Francis X. Knott and Radford D. Lovett
To withhold authority to vote for any individual nominee, write that
nominee's name in the space provided.
___________________________________________________________________________
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 15, 1999, and
authorizes and confirms all that the said proxies or their substitutes,
or any of them, may do by virtue hereof.
Dated:_________________,2000
____________________________
Signature
____________________________
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.
