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 7, 2001 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 act upon a proposal to approve the Company's 2000 Stock
Plan.
2. To elect three directors to serve for a term of three years.
3. 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
4, 2000 are entitled to vote at said Annual Meeting or any
adjournment or adjournments thereof.
BY ORDER OF THE BOARD OF DIRECTORS
December 20, 2000 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.
FLORIDA ROCK INDUSTRIES, INC.
155 East 21st Street, Jacksonville, Florida 32206
PROXY STATEMENT
ANNUAL MEETING - February 7, 2001
The attached proxy is solicited from you by the Board of
Directors of Florida Rock Industries, Inc. ("we" or the "Company")
for use at the annual meeting of the shareholders to be held on
Wednesday, February 7, 2001 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.
You may revoke the proxy 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 your 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 on or about December 20, 2000.
VOTING PROCEDURES
The holders of record of common stock at the close of
business on December 4, 2000 may vote at the meeting. On such
date there were outstanding 18,577,567 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. PROPOSAL TO ADOPT THE COMPANY'S 2000 STOCK PLAN
General
The Board of Directors of the Company has adopted the Florida
Rock Industries, Inc. 2000 Stock Plan (the "Plan"), subject to
shareholder approval. The Board of Directors recognizes the value
of stock incentives in assisting the Company in attracting,
retaining and motivating employees and in enhancing the long-term
mutuality of interest between Florida Rock Industries, Inc.
shareholders and its officers and directors. Since only 4,500
shares of common stock remain available for grant under the
Company's current stock plans, the Board of Directors has approved
the Plan which authorizes the issuance of up to 750,000 shares of
the Company's common stock.
The Board of Directors or a committee (either herein the
"Committee") of the Board may grant stock options, stock
appreciation rights, restricted stock and certain stock bonuses to
directors, officers and other employees of the Company and its
subsidiaries. The number of grantees may vary from year to year.
The number of employees who have participated in current stock
plans is estimated to be approximately 135. The Committee
administers the Plan and its determinations are binding upon all
participants in the Plan.
The maximum number of shares of the Company's common stock
that may be issued under the Plan is 750,000. Any shares of
common stock subject to an award which for any reason are
canceled, terminated or otherwise settled without the issuance of
any common stock are again available for awards under the Plan.
If payment for an award or the satisfaction of related withholding
tax liabilities is effected through the surrender of common stock
or the withholding of common stock, the number of shares of common
stock available for awards under the Plan shall be increased by
the number of shares of common stock so surrendered or withheld.
The maximum number of shares of common stock which may be issued
under the Plan to any one employee shall not exceed 20% of the
aggregate number of shares of common stock that may be issued
under the Plan. The shares may be unissued shares or treasury
stock. If there is a stock split, stock dividend,
recapitalization, spin-off, exchange or other similar corporate
transaction or event affecting the Company's common stock,
appropriate adjustments may be made by the Committee in the number
of shares issuable in the future and in the number of shares and
price under all outstanding grants made before the event.
Grants Under the Plan
Stock Options for Employees: The Committee may grant any
participants nonqualified options and employees options qualifying
as incentive stock options. The option price of either a
nonqualified stock option or an incentive stock option will be not
less than the fair market value of the common stock on the date of
the grant. Options qualifying as incentive stock options must
meet certain requirements of the Internal Revenue Code. To
exercise an option, an employee may pay the option price in cash,
or if permitted by the Committee, by withholding shares otherwise
issuable on exercise of the option or by delivering other shares
of common stock, if such shares have been owned by the optionee
for at least six months. The term of each option will be fixed by
the Committee but may not exceed ten years from the date of grant.
The Committee will determine the time or times when each option is
exercisable. Options may be made exercisable in installments, and
the exercisability of options may be accelerated by the Committee.
Unless the Committee shall determine otherwise, all outstanding
options become immediately exercisable in the event of a change-
in-control of the Company.
Stock Appreciation Rights: The Committee may grant a stock
appreciation right (a "SAR") in conjunction with the option
granted under the Plan or separately from any option. Each SAR
granted in tandem with an option may be exercised only to the
extent that the corresponding option is exercised, and such SAR
terminates upon termination or exercise of the corresponding
option. Upon the exercise of a SAR granted in tandem with an
option, the corresponding option will terminate. SAR's granted
separately from options may be granted on such terms and
conditions as the Committee establishes. If an employee exercises
a SAR, the employee will generally receive a payment equal to the
excess of the fair market value at the time of exercise of the
shares with respect to which the SAR is being exercised over the
price of such shares as fixed by the Committee at the time the SAR
is granted. Payment may be made in cash, in shares of the
Company's common stock, or by combination of cash and shares as
the Committee determines.
Restricted Stock: The Committee may grant awards of
restricted stock to employees under the Plan. The restrictions on
such shares shall be established by the Committee, which may
include restrictions relating to continued employment and Florida
Rock Industries, Inc.'s financial performance. The Committee may
issue such restricted stock awards without any cash payment by the
employee, or with such cash payment as the Committee may
determine. All restrictions may lapse in the event of a change-in-
control of the Company. The Committee has the right to accelerate
the vesting of restricted shares and to waive any restrictions.
Stock Bonuses: The Committee may grant a bonus in shares of
the Company's common stock to employees under the Plan. Such
stock bonuses shall only be granted in lieu of cash compensation
otherwise payable to such employee.
Director Participation: In the discretion of the Committee,
non-employee directors may participate in the Plan, except no
incentive stock options may be granted to non-employee directors.
Tax Withholding: The Committee may permit a participant in
the Plan to satisfy applicable federal, state and local income tax
withholding requirements through the delivery to the Company of
previously-acquired shares of common stock or by having shares
otherwise issuable under the Plan withheld by the Company.
Other Information: Except as permitted by the Committee,
awards under the Plan are not transferable except by will or under
the laws of descent and distribution. The Board may terminate the
Plan at any time but such termination shall not affect any stock
options, SAR's, restricted stock or stock bonuses then outstanding
under the Plan. Unless terminated by action of the Board, the
Plan will continue in effect until September 30, 2010, but awards
granted prior to such date will continue in effect until they
expire in accordance with their original terms. The Board may
also amend the Plan as it deems advisable. Amendments which (1)
materially modify the requirements for participation in the Plan,
(2) increase the number of shares of the Company's common stock
subject to issuance under the Plan, or (3) change the minimum
exercise price for stock options as provided in the Plan, must be
submitted to shareholders for approval.
Federal Income Tax Consequences
With respect to incentive stock options, if the holder of an
option does not dispose of the shares acquired under exercise of
the option within one year from the transfer of such shares to
such employee, or within two years from the date the option to
acquire such shares is granted, then for federal income tax
purposes (1) the optionee will not recognize any income at the
time of exercise of the option; (2) the excess of the fair market
value of the shares as of the date of exercise over the option
price will constitute an "item of adjustment" for purposes of the
alternative minimum tax; and (3) the difference between the option
price and the amount realized upon the sale of the shares by the
optionee will be treated as a long-term capital gain or loss. The
Company will not be allowed a deduction for federal income tax
purposes in connection with the granting of an incentive stock
option or the issuance of shares thereunder.
With respect to the grant of options which are not incentive
stock options, the person receiving an option will recognize no
income on receipt thereof. Upon the exercise of the option, the
optionee will recognize ordinary income in the amount of the
difference between the option price and the fair market value of
the shares on the date the option is exercised. The Company
generally will receive an equivalent deduction at that time.
With respect to restricted stock awards and bonuses of common
stock, an amount equal to the fair market value of the Company's
shares distributed to the employee (in excess of any purchase
price paid by the employee) will be includable in the employee's
gross income at the time of receipt unless the award is not
transferable and subject to a substantial risk of forfeiture as
defined in Section 83 of the Internal Revenue Code (a "Forfeiture
Restriction"). If an employee receives an award subject to a
Forfeiture Restriction, the employee may elect to include in gross
income the fair market value of the award. In the absence of such
an election, the employee will include in gross income the fair
market value of the award subject to a Forfeiture Restriction on
the earlier of the date such restrictions lapse or the date the
award becomes transferable. The Company generally is entitled to a
deduction at the time and in the amount that the income is
included in the gross income of an employee.
With respect to stock appreciation rights, the amount of any
cash (or the fair market value of any common stock) received upon
the exercise of a stock appreciation right will be subject to
ordinary income tax in the year of receipt and the Company
generally will be entitled to a deduction for such amount.
Subject to shareholder approval of the Plan, on December 6,
2000 the Committee granted non-qualified stock options under the
Plan for 243,200 shares at the fair market value and price of
$34.3125 per share to 164 employees, including 46,200 shares to
ten of our current officers, of which Edward L. Baker and John D.
Baker II each received awards for 8,750 shares and C. J.
Shepherdson, Clarron E. Render Jr. and Thompson S. Baker II each
received awards for 4,200 shares. See "Executive Compensation"
for further information about our officers.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPROVAL OF THE
FLORIDA ROCK INDUSTRIES, INC. 2000 STOCK PLAN.
2. ELECTION OF DIRECTORS
Under our 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. We have nominated the directors listed below to be re-
elected to hold office until the 2004 annual meeting. Your proxy
will be voted for the election of the persons nominated unless you
indicate otherwise. 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 2001 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 III - Nominees for Terms Expiring in 2004
Thompson S. Baker II 42 1991 Patriot Transpor-
Vice President of the tation Holding,
Company Inc.
Luke E. Fichthorn III 59 1972 Bairnco Corporation
Partner in Twain Patriot Transpor-
Associates (a private tation Holding,
investment banking firm); Inc.
Chairman of the Board
and Chief Executive Officer
of Bairnco Corporation
(manufacturing)
C. J. Shepherdson 84 1972
Vice President of the
Company
DIRECTORS CONTINUING IN OFFICE AFTER THE 2001 ANNUAL MEETING
Class I - Terms Expiring in 2002
A. R. Carpenter 58 1993 Regency Realty
Vice Chairman of Corporation
CSX Corp. Stein Mart, Inc.
Birmingham Steel
Corp.
John D. Baker II 52 1979 Patriot Transpor-
President and Chief tation Holding,
Executive Officer Inc.
of the Company Hughes Supply, Inc.
Charles H. Denny III 68 1975
Investments
G. Kennedy Thompson 50 1998 First Union
President and Chief Corporation
Executive Officer,
First Union Corporation
Class II - Terms Expiring in 2003
Edward L. Baker 65 1970 Patriot Transpor-
Chairman of the Board tation Holding,
of the Company Inc.
Flowers Industries,
Inc.
Francis X. Knott 55 1988 Patriot Transpor-
Chairman of Partners tation Holding,
Management Company, LLC Inc.
and Partners Realty Trust, Inc.
Radford D. Lovett 67 1984 First Union Cor-
Chairman of the Board of poration
Commodores Point Terminal Winn-Dixie Stores,
Corp. (marine terminal) Inc.
Patriot Transpor-
tation Holding,
Inc.
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. Effective January 2000 Mr. Thompson was elected
President and effective April 18, 2000 Chief Executive Officer,
First Union Corporation. Mr. Thompson was Vice Chairman of First
Union Corporation from October 1998 through December 1999.
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 Patriot
Transportation Holding, Inc.
Other Information About the Board and Its Committees
Meetings. During the fiscal year ended September 30, 2000 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 receive $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, 2000 the Executive Committee held no formal
meetings, but acted on various resolutions by unanimous written
consents.
Audit Committee. Messrs. Denny, Fichthorn, Knott and Thompson
comprise the Audit Committee. 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;
reviews the fees charged by the independent auditors; considers
the independence of the auditors; and reviews and approves non-
audit fees paid to the independent auditors. The Audit Committee
also reviews the scope and results of internal audits. During
fiscal 2000, the Audit Committee adopted and the Board of
Directors approved the Audit Committee Charter, the text of which
is attached as an Appendix to this Proxy Statement. Pursuant to
this Charter, the Board of Directors has found that each of the
members of the Audit Committee is independent and financially
literate, and that Mr. Thompson, who is Chairman, has financial
management expertise. In reaching such findings, the Board
considered the financial, business and occupational experience, as
well as the past services as a director of each Audit Committee
member. During fiscal 2000, the Audit Committee held three
meetings.
Compensation Committee. Messrs. Carpenter, Lovett and Fichthorn
comprise the Compensation Committee. 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 2000, the Compensation
Committee held two meetings.
Long Range Planning Committee. Messrs. Edward L. Baker, John D.
Baker II, Carpenter, Fichthorn, Lovett and Thompson comprise the
Long Range Planning Committee. The Committee reviews the
Company's long-term strategic initiatives. During fiscal 2000,
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, except for A. R. Carpenter who attended 40% of
such meetings.
Audit Committee Report
With respect to the Company's fiscal year ended September 30,
2000, the Audit Committee of the Board of Directors (a) has
reviewed and discussed the Company's audited financial statements
for fiscal 2000 with management; (b) has discussed with Deloitte &
Touche LLP any matters required of auditors to be discussed with
the Audit Committee by SAS 61 (relating to additional information
from the auditor regarding the scope and results of the audit);
(c) has received written disclosures and a letter from Deloitte &
Touche LLP required by ISB Standard No. 1 and has discussed with
representatives of Deloitte & Touche LLP their independence; and
(d) recommended to the Board of Directors that the Company's
fiscal 2000 audited financial statements be included in the
Company's annual report on Form 10-K.
Submitted by: G. Kennedy Thompson, Chairman
Charles H. Denny III
Luke E. Fichthorn III
Francis X. Knott
Members of the Audit Committee
Executive Compensation
Summary Compensation Table
The following table sets forth information concerning the
compensation of our Chief Executive Officer and our other four
most highly compensated executive officers who served in such
capacities at any time during the fiscal year ended September 30,
2000:
Long Term All
Annual Com- Other
Compensation pensation Compen-
Name and Principal Salary Bonus Options sation
Position Year ($)(a) ($)(a) # ($) (b)
John D. Baker II 2000 460,000 206,800 - 26,605(c)
President and 1999 416,250 215,000 - 27,061(c)
Chief Executive 1998 360,000 150,000 - 27,957(c)
Officer
Edward L. Baker 2000 452,500 202,400 - 35,005(d)
Chairman of the 1999 427,500 215,000 - 36,437(d)
Board 1998 413,750 168,000 - 38,117(d)
C. J. Shepherdson 2000 293,750 147,500 - 13,678
Vice President 1999 288,750 145,000 - 14,492
1998 282,500 142,500 - 15,178
Clarron E. 2000 221,250 112,500 - 13,678
Render Jr. 1999 206,250 105,000 - 14,037
Vice President 1998 191,250 97,500 - 14,067
Thompson S. 2000 221,250 110,250 - 13,628
Baker II 1999 207,500 105,000 - 14,425
Vice President 1998 195,000 50,000 - 14,281
(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 $11,927 in 2000, $12,569 in 1999 and $12,556 in
1998, the present value of the benefit of a split-dollar premium
paid during the fiscal year.
(d) Includes $21,327 in 2000, $21,945 in 1999 and $22,602 in
1998, the present value of the benefit of a split-dollar premium
paid during the fiscal year.
Option Grants in the Last Fiscal Year
No stock options were granted to the executive officers named
in the Summary Compensation table during the fiscal year ended
September 30, 2000.
Option Exercises and Year End Values
The following table shows information with respect to stock
options exercised during the fiscal year ended September 30, 2000
and the number and value of unexercised options held by each
executive officer named in the Summary Compensation Table.
Value of
Unexercised
Number of In-The-Money
Options at Options at
September 30, 2000 September 30,
Shares 2000 (1)
Acquired on Value Exercis- Unexercis- Exercis Unexercis-
Name Exercised(1) Realized able# able# able$ able$
John D.
Baker II - - 95,000 40,000 2,273,519 921,350
Edward
L. Baker - - 150,000 40,000 3,801,000 921,350
C.J.
Shepherdson - - 54,000 12,000 1,382,198 276,405
Clarron E.
Render Jr. - - 45,000 12,000 1,140,301 276,405
Thompson S.
Baker II - - 33,000 12,000 817,771 276,405
(1) The closing price of the Company's common stock on the New
York Stock Exchange composite transactions on September 30, 2000
of $39.44 less the exercise price, was used in calculating the
value of unexercised and exercisable options.
Pension Plan
We have 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, 2000 for the executive
officers named above participating in the MSP Plan were:
John D. Baker II $235,000
Edward L. Baker $230,000
C. J. Shepherdson $147,500
Thompson S. Baker II $112,500
Clarron E. Render Jr. $112,500
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 payable
to Mr. Shepherdson or his spouse until the death of the survivor.
COMPENSATION COMMITTEE REPORT
The Compensation Committee of the Board of Directors ("the
Committee") determines the compensation of our 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 our 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 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.
Submitted by: Luke E. Fichthorn III, Chairman
A. R. Carpenter
Radford D. Lovett
Members of the Compensation Committee
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 foregoing Compensation Committee Report
and the Shareholder Return Performance that follows shall not be
incorporated by reference into any such filings.
Compensation Committee Interlocks and Insider Participation
Two members of the Compensation Committee, Messrs. Fichthorn
and Lovett, are among the six directors of the Company who are
also directors of Patriot Transportation Holding, Inc.
("Patriot"). Mr. Lovett is also a member of the Compensation
Committee of Patriot. The other four directors of both Patriot 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 six directors own approximately 44.3% of
the stock of Patriot and 30.1% of the stock of the Company.
Accordingly, the Bakers, who own approximately 29.7% of the stock
of the Company and 43.2% of the stock of Patriot, may be
considered to be control persons of both the Company and Patriot.
Mr. A. R. Carpenter, who is a director and member of the
Compensation Committee of the Company, also serves as a member of
the Compensation Committee of the Board of Directors of Regency
Realty Corporation. Mr. Martin E. Stein Jr., who is a director of
Patriot, 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 The S&P 600 Smallcap Index and a peer group of
industry companies for the period commencing September 30, 1995
and ending on September 30, 2000. The graph assumes that $100 was
invested on September 30, 1995 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
proxy last year.
Index as of September 30
1995 1996 1997 1998 1999 2000
Florida Rock 100 105 220 189 262 301
S&P 600 Index 100 115 158 134 157 195
Peer Group 100 113 189 184 213 221
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Six of the Company's directors (Edward L. Baker, John D. Baker II,
Thompson S. Baker II, Luke E. Fichthorn III, Francis X. Knott and
Radford D. Lovett) are directors of Patriot Transportation
Holding, Inc. Such directors own approximately 44.3% of the stock
of Patriot and 30.1% of the stock of the Company. Accordingly,
the Bakers, who own approximately 29.7% of the stock of the
Company and 43.2% of the stock of Patriot, may be considered to be
control persons of both the Company and Patriot. See
"Compensation Committee Interlocks and Insider Participation" for
further information on the relationship between the Company and
Patriot.
The Company and Patriot routinely are engaged in business together
through the hauling by Patriot of petroleum products and other
products for the Company and the leasing to the Company of
construction aggregates mining and other properties. Patriot has
numerous petroleum hauling competitors at all terminal and plant
sites and the rates charged are, accordingly, established by
competitive conditions. Approximately 7.6% of Patriot's revenue
was attributed to the Company during fiscal year 2000.
In September 2000, the Company purchased interests in lands
containing sand mining reserves in Putnam County, Florida from
Edward L. Baker for $2,470,000 and from a trust in which Edward L.
Baker and John D. Baker II each have a one-third beneficial
interest for $109,502. The transaction including the purchase
price were reviewed and approved on behalf of the Company by a
committee of independent directors.
Mr. Fichthorn provided the Company with financial consulting and
other services during fiscal 2000 for which he received $60,000.
In November 2000, after approval by committees of independent
directors of each of the Company and Patriot, the Company
purchased from Patriot real properties near Rome, Georgia and
Springfield, Virginia for $2,600,000, in a transaction deemed by
the Company to be a tax deferred exchange under Section 1031 of
the Internal Revenue Code of 1986, as amended.
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 our common stock by each person known by us 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 Holdings, LP 4,108,172 (1) 21.6%
Edward L. Baker 521,242 (1) 2.7%
John D. Baker II 966,383 (1) 5.1%
P.O. Box 4667 5,595,797 (1) 29.4%
Jacksonville, FL 32201
Fidelity Management & 764,500 (2) 4.2%
Research
Fidelity Management Trust 795,360 (2) 4.4%
Company
82 Devonshire Ct
Boston, MA 02109
Fidelity International 352,140 (2) 1.9%
Limited
Pembroke Hall
42 Crowland
Hamilton, Bermuda _________ ____
1,912,000 10.3%
Royce & Associates, Inc. 1,089,800 (3) 5.8%
Royce Management Company 27,500 (3) .2%
1414 Avenue of the Americas_________ ____
New York, NY 10019 1,117,300 (3) 6.0%
(1) Baker Holdings, LP is a limited partnership in which Edward
L. Baker and John D. Baker II are the sole shareholders of its
general partner and as such have shared voting and dispositive
power over the shares owned by the partnership. Through pass
through entities, each of Edward L. Baker and John D. Baker II
have a pecuniary interest in 1,369,390 shares. Ownership is
reported as of November 30, 2000. See "Common Stock Ownership By
Directors and Officers" including the notes thereunder for an
aggregation and identification of these shares with other shares
beneficially owned by Edward L. Baker and John D. Baker II.
(2) Fidelity Management & Research Company is a wholly-owned
subsidiary of FMR Corp. and an investment adviser registered under
Section 203 of the Investment Advisers Act of 1940, is the
beneficial owner of 764,500 shares or 4.125% of the common stock
outstanding of Florida Rock Industries, Inc. ("the Company") as a
result of acting as investment adviser to various investment
companies (the "funds") registered under Section 8 of the
Investment Company Act of 1940.
Edward C. Johnson III, FMR Corp., through its control of Fidelity,
and the funds collectively each has sole power to dispose of the
764,500 shares owned by the Funds.
Neither FMR Corp. nor Edward c. Johnson III, Chairman of FMR
Corp., has the sole power to vote or direct the voting of the
shares owned directly by the funds, which power resides with the
funds' boards of trustees. Fidelity carries out the voting of the
shares under written guidelines established by the funds' boards
of trustees.
Fidelity Management Trust Company, a wholly-owned subsidiary of
FMR Corp. and a bank as defined in Section 3(a)(6) of the
Securities Exchange Act of 1934, is the beneficial owner of
795,360 shares or 4.292% of the common stock outstanding of the
Company as a result of its serving as investment manager of the
institutional account(s).
Edward C. Johnson III and FMR Corp., through its control of
Fidelity Management Trust Company, each has sole dispositive power
over 795,360 shares and sole power to vote or to direct the voting
of 795,360 shares.
Fidelity International Limited provides investment advisory and
managements services to a number of non-U.S. investment companies
and certain institutional investors. Fidelity International
Limited is the beneficial owner of 352,140 shares or 1.900% of the
common stock outstanding of the Company.
Fidelity International Limited is a Bermudan joint stock company
incorporated for an unlimited duration by private act of the
Bermuda Legislature (FIL).
Prior to June 30, 1980, FIL was a majority-owned subsidiary of
Fidelity Management & Research Company (Fidelity), a wholly-owned
subsidiary of FMR. On that date, the shares of FIL held by
Fidelity were distributed, as a dividend, to the shareholders of
FMR Corp. FIL currently operates as an entity independent of FMR
Corp. and Fidelity. The International Funds and FIL's other
clients, with the exception of Fidelity and an affiliated company
of Fidelity, are non-U.S. entities.
FMR Corp. and Fidelity International Limited stated that they are
of the view that they are not acting as a "group" for purposes of
Section 13(d) under the Securities Exchange Act of 1934 (the "1934
Act"), and that they are not otherwise required to attribute to
each other the "beneficial ownership" of securities "beneficially
owned" by the other corporation within the meaning of Rule 13d-3
promulgated under the 1934 Act. Therefore, they are of the view
that the shares held by the other corporation need not be
aggregated for purposes of Section 13(d). However, FMR Corp.
stated that it made the filing on a voluntary basis as if all of
the shares are beneficially owned by FMR Corp. and Fidelity
International Limited on a joint basis. FMR Corp. as of August 9,
2000 has sole power to vote or direct the vote of 795,360 shares
and sole dispositive power as to 1,559,860 shares.
(3) 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. Each has sole voting and dispositive power as to
the shares shown. Ownership is reported as of February 9, 2000.
COMMON STOCK OWNERSHIP BY DIRECTORS AND OFFICERS
The following table and notes set forth the beneficial ownership
of our common stock 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, 2000 and
also includes shares held under options as of October 30, 2000
which are exercisable within 60 days of December 15, 2000.
NAME OF AMOUNT AND NATURE PERCENT OF
BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS
Edward L. Baker 3,260,023 (1)(2)(3)(4)(5) 17.1%
John D. Baker II 2,335,774 (1)(2)(4)(5)(6)(7) 12.3%
Thompson S. Baker II 58,844 (5)(8) *
A. R. Carpenter 13,158 *
Charles H. Denny III 233,741 (9) 1.2%
Luke E. Fichthorn III 48,466 *
Francis X. Knott 8,624 *
Radford D. Lovett 22,102 *
C. J. Shepherdson 96,976 *
Clarron E. Render Jr. 58,380 *
G. Kennedy Thompson 1,881 *
All Directors and
Officers as a group
(18 people) 6,242,729 32.8%
*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, 2000 as to which the named person
has sole voting power, and shares held under options which are
exercisable within 60 days of December 15, 2000.
SHARES UNDER TRAESOP SHARES UNDER OPTION
Edward L. Baker 12,322 150,000
John D. Baker II 7,506 95,000
Thompson S. Baker II 59 33,000
All directors and
officers as a group 41,665 448,500
(1) Includes out of the 4,108,172 shares owned directly by Baker
Holdings, LP, as to which Edward L. Baker and John D. Baker II,
have shared voting and shared dispositive powers, for Edward L.
Baker, 1,369,391 shares as to which he has a pecuniary interest
and an additional 1,369,390 shares in which another person has a
pecuniary interest, which 2,738,781 shares are excluded from those
shown by John D. Baker II; the remaining 1,369,391 shares in which
John D. Baker II has a pecuniary interest are included in the
shares shown for John D. Baker II.
(2) Includes for Edward L. Baker as to which he has sole voting
and sole dispositive powers 176,518 shares held in the Edward L.
Baker Living Trust; 38,843 shares held directly by Edward L.
Baker; 106,920 shares held in trust for the benefit of children of
John D. Baker II, which shares are excluded from those shown for
John D. Baker II and as to which each of Edward L. Baker and John
D. Baker II disclaim any beneficial interest; and 685 shares in
the Employee Stock Purchase Plan of the Company.
(3) Includes for Edward L. Baker as to which he has sole
dispositive power but no voting power 30,438 shares in the Profit
Sharing and Deferred Earnings Plan of the Company and 12,322
shares held for his account in the Company's TRAESOP, as to which
he has sole voting power but no dispositive power.
(4) Includes out of the 1,728 shares held by the Thompson S.
Baker Living Trust, as to which Edward L. Baker and John D. Baker
II have shared voting and shared dispositive powers, for Edward
Baker 576 shares as to which he has a pecuniary interest and an
additional 576 shares in which another person has a pecuniary
interest, which 1,152 shares are excluded from those shown for
John D. Baker II; the remaining 576 shares in which John D. Baker
II has a pecuniary interest are included in the shares shown for
John D. Baker II; also includes for Edward L. Baker 4,364 shares
held by the wife of Edward L. Baker as to which he disclaims any
beneficial interest; and 150,000 shares held under option from the
Company.
(5) Edward L. Baker, John D. Baker II and Thompson S. Baker II
may be considered to be control persons of the Company.
(6) Includes 777,908 shares held by the John D. Baker II Living
Trust as to which John D. Baker II has sole voting and sole
dispositive power; includes for John D. Baker II, who has sole
voting power but no dispositive power, 7,506 shares held for his
account in the Company's TRAESOP; includes for John D. Baker II as
to which he has sole dispositive power but no voting power 28,593
shares in the Profit Sharing and Deferred Earnings Plan of the
Company; includes 2,800 shares owned by Mrs. John D. Baker II, as
to which he disclaims any beneficial interest; and includes 95,000
shares held under option from the Company.
(7) 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.
(8) Includes 1,400 shares owned by Martha Frye Baker; 1,400
shares owned by Mary Cameron Baker; 1,400 shares owned by Julia
Elizabeth Baker; and 1,400 shares owned by Samuel McDonald Baker,
as to which Thompson S. Baker II disclaims any beneficial
interest.
(9) Includes 4,000 shares owned by Mrs. Charles H. Denny III, as
to which he disclaims any beneficial interest.
INDEPENDENT AUDITORS
The Audit Committee with the approval of 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 2001. 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 2002 Annual
Meeting must be delivered in writing to the principal executive
offices of the Company no later than August 17, 2001. 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
We are paying cost of solicitation of proxies, including expenses
in connection with the preparation and mailing of this proxy
statement. We 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 our directors, officers and other employees.
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 20, 2000 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.
APPENDIX
FLORIDA ROCK INDUSTRIES, INC.
AUDIT COMMITTEE CHARTER
1. PURPOSE. The primary function of the Audit Committee (the
"Committee") of Florida Rock Industries, Inc. (the "Company") is
to monitor management's and the independent auditor's
participation in the financial reporting process and to otherwise
review and evaluate the audit efforts and independence of the
independent accountants.
2. COMPOSITION.
A. The Committee shall be comprised of three or more independent
directors as determined by the Company's Board of Directors (the
"Board").
B. Each member of the Committee shall be, in the opinion of the
Board, financially literate, and at least one member must have
accounting or related financial management expertise. No member
of the Committee shall have any relationship to the Company that
might interfere with such member's independence from the Company
and its management. In addition, the following restrictions shall
apply to every member of the Committee:
(i) No individual who is either an employee or executive officer
of the Company or any of its affiliates (or an immediate family
member of an employee or executive officer of the Company) may
serve on the Committee until at least three (3) years following
the termination of such person's employment; and
(ii) No individual who either is a partner, controlling
shareholder, or executive officer of an organization that has a
business relationship with the Company or who has a direct
business relationship with the Company may serve on the Committee
unless the Board determines that the relationship does not
interfere with the exercise of such member's independent judgment;
provided, however, that the Board need not make such determination
if at least three (3) years have elapsed since the termination of
such disqualifying relationship; and
(iii) No individual may serve on the Committee if such person is
employed as an executive of another corporation whose compensation
committee includes any of the executive officers of the Company.
The members of the Committee shall be subject to such further or
different restrictions and requirements for qualification as may
be required from time to time by the Securities and Exchange
Commission and any stock exchange which lists the Company's
securities.
C. The members of the Committee shall be elected by the Board at
the annual meeting of the Board or until their successors shall be
duly elected and qualified. Term of membership of the Committee
is at the discretion of the Board, but maintenance of continuity
while bringing a fresh perspective is to be considered. Unless a
Chair is elected by the full Board, the members of the Committee
may designate a Chair by majority vote of the full membership.
3. MEETINGS. The Committee shall meet at least twice annually,
or more frequently as circumstances dictate.
4. RESPONSIBILITIES AND DUTIES. To fulfill its responsibilities
and duties the Committee shall:
A. Documents/Report Review
(i) Review and update this Charter periodically, at least
annually, as conditions dictate.
(ii) Cause the Company's independent accountants to review, prior
to filing, any interim financial statements of the Company to be
included in its quarterly reports on Form 10-Q.
(iii) Discuss with management any significant issues raised by
the independent accountants with respect to the quality of the
Company's accounting principles and financial reporting processes.
(iv) Prepare and submit an audit committee report to be set forth
in the Company's proxy statement which sets forth whether:
(a) the Committee has reviewed and discussed the Company's
audited financial statements with management;
(b) the Committee has discussed with its independent accountants
the matters required to be discussed by SAS 61; and
(c) the Committee has received written disclosures and a letter
from its independent accountants required by ISB Standard No. 1
and has discussed with its accountants the accountants'
independence; and
(d) the Committee's recommendation to the Company's Board that
the audited financial statements be included in the Company's
annual report on Form 10-K.
(v) Cause the Company to disclose in its proxy statements whether
the Committee members are independent, the standard used in making
such determination, and disclosure of information regarding any
member of the Committee who is not independent.
B. Independent Accountants.
(i) Have the authority and responsibility with the Board for the
selection and evaluation of the Company's independent accountants
and the selection and appointment of their successors. The
Company's independent accountants ultimately shall be accountable
to the Committee and the Board.
(ii) Recommend to the Board the selection of the independent
accountants. The Committee shall require the Company's
independent accountants to prepare and submit to the Committee on
a periodic basis a formal written statement delineating all
relationships or services between said independent accountants and
the Company. The Committee shall review and discuss all
relationships disclosed by the Company's independent accountants
which may impact upon their objectivity and independence and shall
be responsible for recommending to the Company's Board any
appropriate action to ensure the independence of such accountants.
(iii) Review the performance of the independent accountants and
approve any proposed discharge of the independent accountants when
circumstances warrant.
C. Ethical and Legal Compliance
(i) Perform any other activities consistent with this Charter,
the Company's Bylaws and governing law as the Committee or the
Board deem necessary or appropriate.
(ii) Cause the Company to provide the New York Stock Exchange, on
at least an annual basis and with respect to any changes to the
composition of the Committee, with written confirmation regarding
(a) any determination made by the Company's Board concerning the
independence of its auditors;
(b) the financial literacy of the Committee members;
(c) the determination that at least one member of the Committee
has accounting or related financial management expertise; and
(d) the annual review and reassessment of the adequacy of this
Charter;
(iii) Cause the Company to disclose in its proxy statements
whether the Committee has adopted and the Board has approved a
written charter for the Committee and, if applicable, include a
copy of such charter as an appendix to the Company's proxy
statements at least once every three years.
The foregoing Charter of the Audit Committee of the Board of
Directors of Florida Rock Industries, Inc., a Florida corporation,
was adopted by the Audit Committee on the 3rd day of May, 2000,
and approved by the Board of Directors of said corporation on the
3rd day of May, 2000.
Florida Rock Industries, Inc.
By s/Dennis D. Frick_________
Print Dennis D. Frick____
Its Secretary
FLORIDA ROCK INDUSTRIES, INC.
PROXY SOLICITED BY BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS CALLED FOR FEBRUARY 7, 2001
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 7, 2001 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. To approve the Company's 2000 Stock Plan
/ / FOR / / AGAINST
2. 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
Thompson S. Baker II, Luke E. Fichthorn III and C. J. Shepherdson
To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided.
3. To transact such other business as may properly come before
the meeting or any adjournments thereof.
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 20, 2000 and authorizes and confirms all that the
said proxies or their substitutes, or any of them, may do by
virtue hereof.
Dated:______________________________________
____________________________________________
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.
PLEASE RETURN PROMPTLY IN THE ACCOMPANYING ENVELOPE
EXHIBIT
FLORIDA ROCK INDUSTRIES, INC.
2000 STOCK PLAN
SECTION 1
NAME AND PURPOSE
1.1 Name. The name of the plan shall be the Florida Rock
Industries, Inc. 2000 Stock Plan (the "Plan").
1.2. Purpose of Plan. The purpose of the Plan is to foster and
promote the long-term financial success of the Company and
increase stockholder value by (a) motivating superior performance
by means of stock incentives, (b) encouraging and providing for
the acquisition of an ownership interest in the Company by
Employees and (c) enabling the Company to attract and retain the
services of a management team responsible for the long-term
financial success of the Company.
SECTION 2
DEFINITIONS
2.1 Definitions. Whenever used herein, the following terms shall
have the respective meanings set forth below:
(a) "Act" means the Securities Exchange Act of 1934, as
amended.
(b) "Award" means any Option, Stock Appreciation Right,
Restricted Stock, Stock Bonus, or any combination thereof granted
under the Plan, including Awards combining two or more types of
Awards in a single grant.
(c) "Board" means the Board of Directors of the Company.
(d) "Code" means the Internal Revenue Code of 1986, as
amended.
(e) "Committee" means a Committee of the Board, which shall
consist of two or more members, each of whom shall be a "non-
employee director" within the meaning of Rule 16b-3 as promulgated
under the Act, or the Board which may act as the Committee.
(f) "Company" means Florida Rock Industries, Inc., a Florida
corporation (and any successor thereto) and its Subsidiaries.
(g) "Director Award" means an Award Other than an Incentive
Stock Option granted to an Eligible Director.
(h) "Eligible Director" means a person who is serving as a
member of the Board and who is not an Employee.
(i) "Employee" means any employee of the Company or any of
its Subsidiaries.
(j) "Fair Market Value" means, on any date, the closing
price of the Stock as reported on the New York Stock Exchange (or
on such other recognized market or quotation system on which the
trading prices of the Stock are traded or quoted at the relevant
time) on such date. In the event that there are no Stock
transactions reported on such exchange (or such other system) on
such date, Fair Market Value shall mean the closing price on the
immediately preceding date on which Stock transactions were so
reported.
(k) "Option" means the right to purchase Stock at a stated
price for a specified period of time. For purposes of the Plan, an
Option may be either (i) an Incentive Stock Option within the
meaning of Section 422 of the Code or (ii) a Nonstatutory Stock
Option.
(l) "Participant" means any Employee or Eligible Director
designated by the Committee to participate in the Plan.
(m) "Plan" means the Florida Rock Industries, Inc. 2000
Stock Plan, as in effect from time to time.
(n) "Restricted Stock" shall mean a share of Stock granted
to a Participant subject to such restrictions as the Committee may
determine.
(o) "Stock" means the Common Stock of the Company, par value
$.10 per share.
(p) "Stock Appreciation Right" means the right, subject to
such terms and conditions as the Committee may determine, to
receive an amount in cash or Stock, as determined by the
Committee, equal to the excess of (i) the Fair Market Value, as of
the date such Stock Appreciation Right is exercised, of the number
shares of Stock covered by the Stock Appreciation Right being
exercised over (ii) the aggregate exercise price of such Stock
Appreciation Right.
(q) "Stock Bonus" means the grant of Stock as compensation
from the Company in lieu of cash salary or bonuses otherwise
payable to the Participant and stock issued for service awards and
other similar Employee recognition programs.
(r) "Subsidiary" means any corporation, partnership, joint
venture or other entity in which the Company owns, directly or
indirectly, 50% or more of the voting power or of the capital
interest or profits interest of such entity.
2.2 Gender and Number. Except when otherwise indicated by the
context, words in the masculine gender used in the Plan shall
include the feminine gender, the singular shall include the
plural, and the plural shall include the singular.
SECTION 3
ELIGIBILITY AND PARTICIPATION
The only persons eligible to participate in the Plan shall be
those Employees and Eligible Directors selected by the Committee
as Participants.
SECTION 4
POWERS OF THE COMMITTEE
4.1 Power to Grant. The Committee shall determine the Participants
to whom Awards shall be granted, the type or types of Awards to be
granted, and the terms and conditions of any and all such Awards.
The Committee may establish different terms and conditions for
different types of Awards, for different Participants receiving
the same type of Awards, and for the same Participant for each
Award such Participant may receive, whether or not granted at
different times.
4.2 Administration. The Committee shall be responsible for the
administration of the Plan. The Committee, by majority action
thereof, is authorized to prescribe, amend, and rescind rules and
regulations relating to the Plan, to provide for conditions deemed
necessary or advisable to protect the interests of the Company,
and to make all other determinations necessary or advisable for
the administration and interpretation of the Plan in order to
carry out its provisions and purposes. Determinations,
interpretations, or other actions made or taken by the Committee
pursuant to the provisions of the Plan shall be final, binding,
and conclusive for all purposes and upon all persons.
SECTION 5
STOCK SUBJECT TO PLAN
5.1 Number. Subject to the provisions of Section 5.3, the number
of shares of Stock subject to Awards under the Plan may not exceed
750,000 shares of Stock. The shares to be delivered under the Plan
may consist, in whole or in part, of treasury Stock or authorized
but unissued Stock, not reserved for any other purpose
5.2 Cancelled, Terminated, Forfeited or Surrendered Awards. Any
shares of Stock subject to an Award which for any reason are
cancelled, terminated or otherwise settled without the issuance of
any Stock shall again be available for Awards under the Plan. In
the event that any Award is exercised through the delivery of
Stock or in the event that withholding tax liabilities arising
from such Award are satisfied by the withholding of Stock by the
Company, the number of shares available for Awards under the Plan
shall be increased by the number of shares so surrendered or
withheld.
5.3 Adjustment in Capitalization. Unless the Committee shall
determine otherwise, in the event of any Stock dividend or Stock
split, recapitalization (including, without limitation, the
payment of an extraordinary dividend), merger, consolidation,
combination, spin-off, distribution of assets to shareholders,
exchange of shares, or other similar corporate transaction or
event, (i) the aggregate number of shares of Stock available for
Awards under Section 5.1 and (ii) the number of shares and
exercise price with respect to Options and the number, prices and
dollar value of other Awards, shall be appropriately adjusted by
the Committee, whose determination shall be conclusive.
SECTION 6
STOCK OPTIONS
6.1 Grant of Options. Options may be granted to Participants at
such time or times as shall be determined by the Committee.
Options granted under the Plan may be of two types: (i) Incentive
Stock Options and (ii) Nonstatutory Stock Options. The Committee
shall have complete discretion in determining the number of
Options, if any, to be granted to a Participant. Each Option shall
be evidenced by an Option agreement that shall specify the type of
Option granted, the exercise price, the duration of the Option,
the number of shares of Stock to which the Option pertains, the
exercisability (if any) of the Option in the event of death,
retirement, disability or termination of employment, and such
other terms and conditions not inconsistent with the Plan as the
Committee shall determine, or, in the case of Incentive Stock
Options, as may be required by the Code. Options may also be
granted in replacement of or upon assumption of options previously
issued by companies acquired by the Company by merger or stock
purchase, and any options so replaced or assumed may have the same
terms including exercise price as the options so replaced or
assumed.
6.2 Option Price. Nonstatutory Stock Options and Incentive Stock
Options granted pursuant to the Plan shall have an exercise price
which is not less than the Fair Market Value on the date the
Option is granted.
6.3 Exercise of Options. Options awarded to a Participant under
the Plan shall be exercisable at such times and shall be subject
to such restrictions and conditions as the Committee may impose,
subject to the Committee's right to accelerate the exercisability
of such Option in its discretion. Notwithstanding the foregoing,
no Option shall be exercisable for more than ten years after the
date on which it is granted.
6.4 Payment. The Committee shall establish procedures governing
the exercise of Options, which shall require that written notice
of exercise be given and that the Option price be paid in full in
cash or cash equivalents, including by personal check, at the time
of exercise or pursuant to any arrangement that the Committee
shall approve. The Committee may, in its discretion, permit a
Participant to make payment (i) by tendering, by either actual
delivery of shares or by attestation, shares of Stock already
owned by the Participant valued at its Fair Market Value on the
date of exercise (if such Stock has been owned by the Participant
for at least six months) or (ii) by electing to have the Company
retain Stock which would otherwise be issued on exercise of the
Option, valued at its Fair Market Value on the date of exercise.
As soon as practicable after receipt of a written exercise notice
and full payment of the exercise price, the Company shall deliver
to the Participant a certificate or certificates representing the
acquired shares of Stock. The Committee may permit a Participant
to elect to pay the exercise price upon the exercise of an Option
by irrevocably authorizing a third party to sell shares of stock
(or a sufficient portion of the shares) acquired upon the exercise
of the Option and remit to the Company a sufficient portion of the
sale proceeds to pay the entire exercise price and any required
tax withholding resulting from such exercise.
6.5 Incentive Stock Options. Notwithstanding anything in the Plan
to the contrary, no term of this Plan relating to Incentive Stock
Options shall be interpreted, amended or altered, nor shall any
discretion or authority granted under the Plan be so exercised, so
as to disqualify the Plan under Section 422 of the Code, or,
without the consent of any Participant affected thereby, to cause
any Incentive Stock Option previously granted to fail to qualify
for the Federal income tax treatment afforded under Section 421 of
the Code.
SECTION 7
STOCK APPRECIATION RIGHTS
7.1 SAR's In Tandem with Options. Stock Appreciation Rights may
be granted to Participants in tandem with any Option granted under
the Plan, either at or after the time of the grant of such Option,
subject to such terms and conditions, not inconsistent with the
provisions of the Plan, as the Committee shall determine. Each
Stock Appreciation Right shall only be exercisable to the extent
that the corresponding Option is exercisable, and shall terminate
upon termination or exercise of the corresponding Option. Upon the
exercise of any Stock Appreciation Right, the corresponding Option
shall terminate.
7.2 Other Stock Appreciation Rights. Stock Appreciation Rights may
also be granted to Participants separately from any Option,
subject to such terms and conditions, not inconsistent with the
provisions of the Plan, as the Committee shall determine.
SECTION 8
RESTRICTED STOCK
8.1 Grant of Restricted Stock. The Committee may grant Restricted
Stock to Participants at such times and in such amounts, and
subject to such other terms and conditions not inconsistent with
the Plan as it shall determine. Each grant of Restricted Stock
shall be subject to such restrictions, which may relate to
continued employment with the Company, performance of the Company,
or other restrictions, as the Committee may determine. Each grant
of Restricted Stock shall be evidenced by a written agreement
setting forth the terms of such Award.
8.2 Removal of Restrictions. The Committee may accelerate or waive
such restrictions in whole or in part at any time in its
discretion.
SECTION 9
STOCK BONUSES
9.1 Grant of Stock Bonuses. The Committee may grant a Stock Bonus
to a Participant at such times and in such amounts, and subject to
such other terms and conditions not inconsistent with the Plan, as
it shall determine. Such stock bonuses shall only be granted in
lieu of cash compensation otherwise payable to an employee.
SECTION 10
AMENDMENT, MODIFICATION, AND TERMINATION OF PLAN
10.1 General. The Board may from time to time amend, modify or
terminate any or all of the provisions of the Plan, subject to the
provisions of this Section. The Board may not change the Plan in a
manner which would prevent outstanding Incentive Stock Options
granted under the Plan from being Incentive Stock Options without
the written consent of the optionees concerned. Furthermore, the
Board may not make any amendment which would (i) modify the
employees or class of employees eligible to participate in the
Plan, (ii) increase the number of shares of Stock subject to
Awards under the Plan pursuant to Section 5.1, (iii) change the
minimum exercise price for stock options as provided in Section
6.2, or (iv) extend the last date on which options may be granted,
in each case without the approval of a majority of the outstanding
shares of Stock entitled to vote thereon. No amendment or
modification shall affect the rights of any Participant with
respect to a previously granted Award, without the written consent
of the Participant.
10.2 Termination of Plan. No further Options shall be granted
under the Plan subsequent to September 30, 2010, or such earlier
date as may be determined by the Board.
SECTION 11
MISCELLANEOUS PROVISIONS
11.1 Nontransferability of Awards. Except as otherwise provided by
the Committee (which can not so provide with respect to an
Incentive Stock Option), no Awards granted under the Plan may be
sold, transferred, pledged, assigned, or otherwise alienated or
hypothecated, other than by will or by the laws of descent and
distribution.
11.2 Beneficiary Designation. Except with respect to Incentive
Stock Options, each Participant under the Plan may from time to
time name any beneficiary or beneficiaries (who may be named
contingent or successively) to whom any benefit under the Plan is
to be paid or by whom any right under the Plan is to be exercised
in case of his death. Each designation will revoke all prior
designations by the same Participant, shall be in a form
prescribed by the Committee, and will be effective only when filed
in writing with the Committee. In the absence of any such
designation, Awards outstanding at death may be exercised by the
Participant's surviving spouse, if any, or otherwise by his
estate.
11.3 No Guarantee of Employment or Participation. Nothing in the
Plan shall interfere with or limit in any way the right of the
Company or any Subsidiary to terminate any Participant's
employment at any time, nor confer upon any Participant any right
to continue in the employ of the Company or any Subsidiary. No
Employee shall have a right to be selected as a Participant, or,
having been so selected, to receive any future Awards.
11.4 Tax Withholding. The Company shall have the power to
withhold, or require a Participant to remit to the Company, an
amount sufficient to satisfy federal, state, and local withholding
tax requirements on any Award under the Plan, and the Company may
defer issuance of Stock until such requirements are satisfied. The
Committee may, in its discretion, permit a Participant to elect,
subject to such conditions as the Committee shall impose, (i) to
have shares of Stock otherwise issuable under the Plan withheld by
the Company or (ii) to deliver to the Company previously acquired
shares of Stock, in each case having a Fair Market Value
sufficient to satisfy all or part of the Participant's estimated
total federal, state and local tax obligation associated with the
transaction.
11.5 Change of Control. Unless the Committee shall determine
otherwise, on the date of a Change of Control (as herein defined),
all outstanding Options and Stock Appreciation Rights shall become
immediately exercisable and all restrictions with respect to
Restricted Stock shall lapse. Change of Control shall mean:
(a) The acquisition (other than from the Company) by
any person, entity or "group," within the meaning of Section
13(d)(3) or 14(d)(2) of the Act (excluding any acquisition or
holding by (i) the Company or its subsidiaries; (ii) the directors
of the Company as of October 4, 2000 and their respective
affiliates; (iii) any employee benefit plan of the Company or its
subsidiaries which acquires beneficial ownership of voting
securities of the Company) of beneficial ownership (within the
meaning of Rule 13d-3 promulgated under the Act) of 50% or more of
either the then outstanding shares of common stock or the combined
voting power of the Company's then outstanding voting securities
entitled to vote generally in the election of directors; or
(b) Individuals who, as of the date hereof, constitute
the Board (as of the date hereof the "Incumbent Board") cease for
any reason to constitute at least a majority of the Board,
provided that any person becoming a director subsequent to the
date hereof whose election, or nomination for the election by the
Company's shareholders, was approved by a vote of at least a
majority of the directors then comprising the Incumbent Board
shall be, for purposes of this Plan, considered as though such
person were a member of the Incumbent Board; or
(c) Approval by the shareholders of the Company of a
reorganization, merger or consolidation, in each case, in which
the Company is not the surviving entity and with respect to which
persons who were the shareholders of the Company immediately prior
to such reorganization, merger or consolidation do not,
immediately thereafter, own more than 50% of the combined voting
power entitled to vote generally in the election of directors of
the reorganized, merged or consolidated company's then outstanding
voting securities, or a liquidation or dissolution of the Company
or of the sale of all or substantially all of the assets of the
Company.
11.6 Agreements with Company. An Award under the Plan shall be
subject to such terms and conditions, not inconsistent with the
Plan, as the Committee may, in its sole discretion, prescribe. The
terms and conditions of any Award to any Participant shall be
reflected in such form of written document as is determined by the
Committee or its designee.
11.7 Company Intent. The Company intends that the Plan comply in
all respects with Rule 16b-3 under the Act, and any ambiguities or
inconsistencies in the construction of the Plan shall be
interpreted to give effect to such intention.
11.8 Requirements of Law. The granting of Awards and the issuance
of shares of Stock shall be subject to all applicable laws, rules,
and regulations, and to such approvals by any governmental
agencies or securities exchanges as may be required.
11.9 Effective Date. The Plan shall be effective upon its adoption
by the Board subject to approval by the Company's shareholders at
the 2001 annual shareholders' meeting.
11.10 Governing Law. The Plan, and all agreements hereunder, shall
be construed in accordance with and governed by the laws of the
State of Florida.
