SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------------------
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Florida Rock Industries, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
341140 10 1
(CUSIP Number)
Lewis S. Lee
Martin, Ade, Birchfield & Mickler, P.A.
One Independent Drive, Suite 3000
Jacksonville, Florida 32202
(904) 354-2050
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 23, 1999
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
XX Rule 13d-1(d)
(Page 1 of 12 Pages)
Exhibit Index is on Page 11
SCHEDULE 13G
CUSIP No. 341140 10 1 Page 2 of 12 Pages
1
Names of Reporting Persons/S.S. or I.R.S. Identification
No. of Above Person
Baker Holdings, L.P.
FEIN: 59-2560711
2
Check the Appropriate Box if a Member of a Group (a) __
(See Instructions) (b) __
3
SEC Use Only
4
Citizenship or Place of Organization
Delaware
Number of
Shares
5
Sole Voting Power
0 (See Item 4)
Beneficially
Owned
6
Shared Voting Power
4,108,172 (See Item 4)
by Each
Reporting
7
Sole Dispositive Power
0 (See Item 4)
Person with
8
Shared Dispositive Power
4,108,172 (See Item 4)
9
Aggregate Amount Beneficially Owned by Each Reporting
Person
4,108,172 (See Item 4)
10
Check if the Aggregate Amount in Row (9) Excludes Certain
Shares XX
11
Percent of Class Represented by Amount in Row (9)
21.9%
14
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No. 341140 10 1 Page 3 of 12 Pages
1
Names of Reporting Person/ S.S or I.R.S. Identification
Nos. of Above Person
Baker Investment Holdings, Inc.
FEIN: 51-0395727
2
Check the Appropriate Box if a Member of a Group (a) __
(b) __
3
SEC Use Only
4
Citizenship or Place of Organization
Delaware
Number of
Shares
5
Sole Voting Power
0 (See Item 4)
Beneficially
Owned
6
Shared Voting Power
4,108,172 (See Item 4)
by Each
Reporting
7
Sole Dispositive Power
0 (See Item 4)
Person
with
8
Shared Dispositive Power
4,108,172 (See Item 4)
9
Aggregate Amount Beneficially Owned by Each Reporting
Person
4,108,172 (See Item 4)
10
Check if the Aggregate Amount in Row (9) Excludes Certain
Shares XX
11
Percent of Class Represented by Amount in Row (9)
21.9%
12
Type of Reporting Person (See Instructions)
CO
SCHEDULE 13G
CUSIP No. 341140 10 1 Page 4 of 12 Pages
1
Names of Reporting Person/ S.S or I.R.S. Identification
Nos. of Above Person
Edward L. Baker
2
Check the Appropriate Box if a Member of a Group (a) __
(b) __
3
SEC Use Only
4
Citizenship or Place of Organization
United States
Number of
Shares
5
Sole Voting Power
335,158 (See Item 4)
Beneficially
Owned
6
Shared Voting Power
4,109,900 (See Item 4)
by Each
Reporting
7
Sole Dispositive Power
352,814 (See Item 4)
Person
with
8
Shared Dispositive Power
4,109,900 (See Item 4)
9
Aggregate Amount Beneficially Owned by Each Reporting
Person
4,605,036 (See Item 4)
10
Check if the Aggregate Amount in Row (9) Excludes Certain
Shares XX
11
Percent of Class Represented by Amount in Row (9)
24.5%
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
CUSIP No. 341140 10 1 Page 5 of 12 Pages
1
Names of Reporting Person/ S.S or I.R.S. Identification
Nos. of Above Person
John D. Baker II
2
Check the Appropriate Box if a Member of a Group (a) __
(b) __
3
SEC Use Only
4
Citizenship or Place of Organization
United States
Number of
Shares
5
Sole Voting Power
847,047 (See Item 4)
Beneficially
Owned
6
Shared Voting Power
4,109,900 (See Item 4)
by Each
Reporting
7
Sole Dispositive Power
868,278 (See Item 4)
Person
with
8
Shared Dispositive Power
4,109,900 (See Item 4)
9
Aggregate Amount Beneficially Owned by Each Reporting
Person
5,053,540 (See Item 4)
10
Check if the Aggregate Amount in Row (9) Excludes Certain
Shares XX
11
Percent of Class Represented by Amount in Row (9)
26.9%
12
Type of Reporting Person (See Instructions)
IN
<PAGE>
This Amendment No. 1 to Schedule 13G is filed with respect
to an event occurring in December 1999. This reporting group
previously filed a Schedule 13G on February 16, 1999. The
reporting group at that time consisted of Baker Investments,
Ltd., a Florida limited partnership (the "Partnership"), and
Edward L. Baker and John D. Baker II, individually and as general
partners of the Partnership. On or about December 23, 1999, the
Partnership was converted into a Delaware limited partnership and
was renamed Baker Holdings, L.P. At the same time, Edward L.
Baker and John D. Baker II contributed their general partnership
interests in the Partnership to Baker Investment Holdings, Inc.,
a Delaware corporation, in exchange for shares of capital stock
of Baker Investment Holdings, Inc. As a result, Baker Investment
Holdings, Inc., became the sole general partner of the
Partnership. The undersigned hereby agree that this Amendment
No. 1 to Schedule 13G is filed jointly pursuant to Rule 13d-1(f)(1) of the
Securities Exchange Act of 1934, as amended, on behalf of each of them.
Item 1.
(a) The name of the Issuer is Florida Rock Industries, Inc.
(b) The Issuer's principal executive offices are located at
155 East 21st Street, Jacksonville, Florida 32206.
Item 2.
(a) This Schedule 13G is filed on behalf of Baker Holdings,
L.P., a Delaware limited partnership (the "Partnership"), Baker
Investment Holdings, Inc., a Delaware corporation and the general
partner of the Partnership (the "General Partner"), and Edward L.
Baker and John D. Baker II, individually (collectively, the
"Reporting Persons").
(b) The principal executive offices of the Partnership and
the General Partner are located at 300 Delaware Avenue,
Wilmington, Delaware 19801.
The principal business address for the two individual
Reporting Persons, Edward L. Baker and John D. Baker II, is 155
East 21st Street, Jacksonville, Florida 32206.
(c) The Partnership was organized as a Florida limited
partnership to own, hold and vote the shares of common stock of
the Issuer contributed by its partners. On December 23, 1999, the
Partnership was converted into a Delaware limited partnership.
The General Partner was organized as a Delaware corporation in
December 1999 to serve as the new general partner of the
Partnership. The individual Reporting Persons are brothers and
are citizens of the United States.
(d) This Schedule 13G relates to the common stock of the
Issuer, par value $.10 per share.
(e) The CUSIP number of the common stock is 341141 10 1.
Item 3.
Not applicable.
Item 4.
(a) Amount beneficially owned:*
1) Baker Holdings, L.P.: 4,108,172
2) Baker Investment Holdings, Inc. 4,108,172
3) Edward L. Baker: 4,605,036
4) John D. Baker, II: 5,053,540
Total: 5,548,676
shares
(b) Percent of class:*
1) Baker Holdings, L.P.: 21.9%
2) Baker Investment Holdings, Inc. 21.9%
3) Edward L. Baker: 24.5%
4) John D. Baker, II: 26.9%
Total: 29.6%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:*
1) Baker Holdings, L.P.: 0
2) Baker Investment Holdings, Inc. 0
3) Edward L. Baker: 335,158
4) John D. Baker, II: 847,047
Total: 1,182,205
(ii) Shared power to vote or to direct the vote:*
1) Baker Holdings, L.P.: 4,108,172
2) Baker Investment Holdings, Inc. 4,108,172
3) Edward L. Baker: 4,109,900
4) John D. Baker, II: 4,109,900
Total: 4,109,900
(iii) Sole power to dispose or to direct the
disposition of:*
1) Baker Holdings, L.P.: 0
2) Baker Investment Holdings, Inc. 0
3) Edward L. Baker: 352,814
4) John D. Baker, II: 868,278
Total: 1,221,092
(iv) Shared power to dispose or to direct the
disposition of:*
1) Baker Holdings, L.P.: 4,108,172
2) Baker Investment Holdings, Inc. 4,108,172
3) Edward L. Baker: 4,109,900
4) John D. Baker, II: 4,109,900
Total: 4,109,900
In addition to the beneficial holdings set forth above, the
Partnership and its partners may be deemed to constitute a
"group" under Section 13(d)(3) of the Securities Exchange Act of
1934 for the purpose of acquiring, holding and disposing of the
Issuer's securities. Pursuant to Rule 13d-5(b)(i), the shares
beneficially owned by each partner may therefore be deemed to be
beneficially owned by the Partnership and by virtue of their
status as partners of the Partnership, to be beneficially owned
by each individual Reporting Person. However, pursuant to Rule
13d-4, the Partnership disclaims beneficial ownership of the
shares individually owned by its partners, and the General
Partner and Messrs. Edward L. Baker and John D. Baker II each
disclaim beneficial ownership of the shares owned by the other
individual Reporting Persons.
*Edward L. Baker has sole voting and dispositive powers
with respect to 176,518 shares in the Edward L. Baker Living
Trust, 38,843 shares held by him individually and with respect to
106,920 shares he holds as trustee for the minor children of John
D. Baker II (which shares are excluded from the beneficial
ownership calculation for John D. Baker II).
4,108,172 shares (approximately 21.7% of the Issuer's
total number of shares outstanding) are directly owned by the
Partnership. The General Partner and the Partnership have shared
voting and dispositive power with respect to such shares. Edward
L. Baker and John D. Baker II are directors and shareholders of
the General Partner and, accordingly, may be deemed to be the
beneficial owners of such shares.
Edward L. Baker has shared voting and dispositive
powers with respect to 1,728 shares held as co-trustee of the
Thompson S. Baker Living Trust.
Edward L. Baker has sole voting and sole dispositive
power over 555 shares in the Employee Stock Purchase Plan. Mr.
Baker has sole dispositive power but no voting power over 29,978
shares in the Profit Sharing and Deferred Earnings Plan
established by the Issuer. Mr. Baker also has sole voting power
but no dispositive power over 12,322 shares held for his account
pursuant to a Tax Reduction Act Employee Stock Ownership Plan
("TRAESOP") established by the Issuer.
Edward L. Baker may be deemed to be the beneficial
owner of 5,364 shares directly owned by his wife. Pursuant to
Rule 13d-4, Mr. Baker disclaims such beneficial ownership.
John D. Baker II has sole voting and dispositive power
with respect to the 777,908 shares held by the John D. Baker II
Living Trust.
John D. Baker has shared voting and dispositive powers
with respect to 1,728 shares held as co-trustee of the Thompson
S. Baker Living Trust.
John D. Baker II has sole voting power but no
dispositive power with respect to 7,362 shares held for his
account pursuant to a TRAESOP established by the Issuer.
John D. Baker II has sole dispositive power but no
voting power over 28,593 shares in the Profit Sharing and
Deferred Earnings Plan established by the Issuer.
John D. Baker II may be deemed to be the beneficial
owner of 2,800 shares directly owned by his wife. Pursuant to
Rule 13d-4, Mr. Baker disclaims such beneficial ownership.
Pursuant to Rule 13d-3(d)(1)(i), John D. Baker II is
deemed to be the beneficial owner of 68,000 shares of the
Issuer's securities which he may acquire upon the exercise of
stock options exercisable within sixty days of December 1, 1999.
If John D. Baker II exercises these options, he will have sole
voting and dispositive powers with respect to such shares.
Pursuant to Rule 13d-3(d)(1)(i), Edward L. Baker is
deemed to be the beneficial owner of 130,000 shares of the
Issuer's securities which he may acquire upon the exercise of
stock options exercisable within sixty days of December 1, 1999.
If Edward L. Baker exercises these options, he will have sole
voting and dispositive powers with respect to such shares.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the Parent
Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the
Group.
See Exhibit 1.
Item 9. Notice of Dissolution of Group.
Not applicable
Item 10. Certification.
Not applicable.
SIGNATURE
After reasonable inquiry and to the best knowledge and
belief of the undersigned, the undersigned certifies that the
information set forth in this Statement is true, correct and
complete.
Dated: February 10, 2000.
BAKER HOLDINGS, L.P.
By: Baker Investment Holdings,
Inc.
By: s/Lisa M. Oakes
Lisa M. Oakes, President
BAKER INVESTMENT HOLDINGS,
INC.
By: s/Lisa M. Oakes
Lisa M. Oakes, President
s/Edward L. Baker
Edward L. Baker
s/John D. Baker II
John D. Baker II
EXHIBIT INDEX
Exhibit 1
Identity of members of group.
<PAGE>
Exhibit 1
Identity of members of group:
Baker Holdings, L.P., a Delaware Limited Partnership
Baker Investment Holdings, Inc., a Delaware corporation
Edward L. Baker
John D. Baker II
