FRP PROPERTIES, INC.
155 East 21st Street, Jacksonville, Florida 32206
---------------------------
NOTICE OF
ANNUAL MEETING OF SHAREHOLDERS
To The Shareholders:
The Annual Meeting of Shareholders of FRP Properties, Inc. will be held at
2 o'clock in the afternoon, local time, on Wednesday, February 3, 1999 at the
general offices of the Company, 155 East 21st Street, Jacksonville, Florida
32206, for the following purposes, as more fully described in the attached proxy
statement:
(1) To elect three directors to serve for a term of four years.
(2) To transact such other business as may properly come before the
meeting or any adjournments thereof.
Shareholders of record at the close of business on December 7, 1998 are
entitled to vote at said annual meeting or any adjournment or adjournments
thereof.
BY ORDER OF THE BOARD OF DIRECTORS
December 14, 1998 John R. Mabbett III
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>
FRP PROPERTIES, INC.
155 East 21st Street, Jacksonville, Florida 32206
PROXY STATEMENT
ANNUAL MEETING - February 3, 1999
The attached proxy is solicited by the Board of Directors of FRP
Properties, Inc. (the "Company") for use at the annual meeting of the
shareholders to be held on Wednesday, February 3, 1999 at 2 o'clock in the
afternoon, local time, and any adjournments thereof, at the principal offices of
the Company, 155 East 21st Street, Jacksonville, Florida 32206. The proxy is
revocable by written notice to the Secretary of the Company at any time before
its exercise.
Shares represented by properly executed and returned proxies will be voted
at the meeting in accordance with the shareholders' directions or, if no
directions are indicated, will be voted in favor of the election of the nominees
proposed in this proxy statement and, if any other matters properly come before
the meeting, in accordance with the best judgment of the persons designated as
proxies.
This proxy statement and the accompanying proxy are being distributed to
shareholders on or about December 14, 1998.
VOTING PROCEDURES
The holders of record of common stock at the close of business on December
7, 1998, may vote at the meeting. On such date there were outstanding 3,463,225
shares of common stock of the Company. Under the Company's Articles of
Incorporation and Bylaws each share of common stock is entitled to one vote.
Under the Company's Bylaws, the holders of a majority of the outstanding shares
entitled to vote shall constitute a quorum for the transaction of business at
the meeting.
Under the Florida Business Corporation Act, directors are elected by a
plurality of the votes cast and other matters are approved if affirmative votes
cast by the holders of the shares represented at the meeting and entitled to
vote on the subject matter exceed the votes opposing the action, unless a
greater number of affirmative votes is required by this act or the Company's
Articles of Incorporation. Abstentions and broker non- votes will have no effect
on the vote for election of directors and most routine matters. A broker
non-vote generally occurs when a broker who holds shares in street name for a
customer does not have authority to vote on certain non-routine matters because
its customer has not provided any voting instructions on the matter.
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<PAGE>
1. ELECTION OF DIRECTORS
Under the Company's Articles of Incorporation, the Board of Directors is
divided into four classes. One class of directors is elected at each annual
meeting of shareholders for a four-year term of office or until their successors
are elected and qualified. The three below-named directors are nominated to be
elected by the shareholders 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 1999 annual meeting. Reference is made to the sections entitled "Common
Stock Ownership of Certain Beneficial Owners" and "Common Stock Ownership by
Directors and Officers" for information concerning stock ownership of the
nominees and directors.
<TABLE>
<CAPTION>
NAME AND PRINCIPAL DIRECTOR OTHER
OCCUPATION AGE SINCE DIRECTORSHIPS
<S> <C> <C> <C>
Class I - Nominees for Terms Expiring in 2003
Francis X. Knott 53 1989 Florida Rock
Chief Executive Industries, Inc.
Officer of Partners
Management Company
John R. Mabbett III 39 1993
Vice President and
Secretary of the Company;
President of Florida
Rock & Tank Lines, Inc.,
a subsidiary of the Company
James H. Winston 65 1992 Stein Mart, Inc.
President of LPMC of Jax,
Inc. (an investment real
estate firm); President
of Omega Insurance Company
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<PAGE>
Directors Continuing in Office After the 1999 Annual Meeting
Class II - Terms Expiring in 2000
Ish Copley 65 1994
President of SunBelt
Transport, Inc., a
subsidiary of the Company
John D. Baker II 50 1988 Florida Rock
President and Chief Industries, Inc.
Executive Officer Hughes Supply, Inc.
of Florida Rock
Industries, Inc.
Luke E. Fichthorn III 57 1989 Florida Rock
Partner in Twain Associates Industries, Inc.
(a private investment Bairnco Corporation
banking firm); Chairman
of the Board and Chief
Executive Officer
of Bairnco Corporation
(manufacturing)
Robert H. Paul III 64 1992
Chairman of the Board,
President and Chief
Executive Officer of
Southeast-Atlantic Beverage
Corporation (manufacturing
and distributing of soft
drink products)
Class III - Terms Expiring in 2001
John E. Anderson 53 1989
President and Chief
Executive Officer
of the Company
David H. deVilliers, Jr. 47 1993
Vice President of the
Company; President
of FRP Development Corp.,
a subsidiary of the Company
Albert D. Ernest, Jr. 68 1989 Florida Rock
President of Albert Industries, Inc.
Ernest Enterprises, Stein Mart, Inc.
an investment and Regency Realty
consulting firm Corporation
Wickes Lumber Company
Emerald Funds
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<PAGE>
Class IV - Terms Expiring in 2002
Edward L. Baker 63 1988 Florida Rock
Chairman of the Board Industries, Inc.
of the Company and of Regency Realty
Florida Rock Industries, Corporation
Inc. Flowers Industries,
Inc.
American Heritage
Life Investment
Corporation
Thompson S Baker II 40 1994 Florida Rock
Vice President of Industries, Inc.
Florida Rock
Industries, Inc.
Radford D. Lovett 65 1989 Florida Rock
Chairman of the Board of Industries, Inc.
Commodores Point Terminal First Union
Corp. (Marine Terminal) Corporation
Winn-Dixie Stores,
Inc.
American Heritage
Life Investment
Corporation
Martin E. Stein, Jr. 46 1992 Regency Realty
Chairman and Chief Corporation
Executive Officer of
Regency Realty Corporation
(a real estate investment
trust)
</TABLE>
All of the directors have been employed in their respective positions for
the past five years, except John D. Baker II. In February, 1996, John D. Baker
II was elected to the additional position of Chief Executive Officer of Florida
Rock Industries, 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 Participation" and
"Certain Relationships and Related Transactions" for a discussion of other
transactions including the relationships between the Company and Florida Rock
Industries, Inc.
- 4 -
<PAGE>
Other Information About the Board and Its Committees
Meetings. During the fiscal year ended September 30, 1998 the Company's
Board of Directors held five meetings. Directors who are not employees of the
Company are paid fees of $583.33 per month and $500 per directors' meeting
attended. Additionally, each director who is not an employee of the Company has
received options to buy 10,000 shares of the Company's common stock.
Non-employee directors whose options are outstanding are Messrs. Paul, Stein,
Winston and T. S. Baker II. Such options extend for a period of seven to ten
years from the date of grant with an option price equal to 100% of the fair
market value of shares of the Company's common stock on the dates of grant.
Members of the Company's Audit and Compensation Committees receive $300 and the
Chairman of each committee receives $500 for each committee meeting attended.
See "Executive Compensation - Option Exercises and Fiscal Year-end Values" for
information concerning directors who are executive officers.
Executive Committee. Messrs. Edward L. Baker, John D. Baker II and John E.
Anderson. To the extent permitted by law, the Executive Committee exercises the
powers of the Board between the meetings of the Board of Directors. During
fiscal 1998, the Executive Committee held no formal meetings, but acted on
various resolutions by unanimous written consents.
Audit Committee. Messrs. Ernest, Fichthorn, Knott, Lovett and Winston. The
Audit Committee recommends the appointment of independent accountants to audit
the Company's consolidated financial statements and to perform professional
services related to the audit, meets with the independent accountants and
reviews the scope and results of their audit, and reviews the fees charged by
the independent auditors. The Committee also reviews the scope and results of
internal audits. During fiscal 1998, the Audit Committee held three meetings.
Compensation Committee. Messrs. Ernest, Lovett and Paul. The Committee
determines the compensation for the Chief Executive Officer and reviews and
approves compensation for other executive 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 1997 the Compensation Committee
held two meetings.
The full Board of Directors acts as the Nomination Committee.
During the last fiscal year, each of the directors attended 75% or more of
all meetings of the Board and its Committees on which the director served,
except for David H. deVilliers, Jr. and Robert H. Paul III, who attended 60% of
such meetings.
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<PAGE>
Executive Compensation
The executive officers of the Company, except John E. Anderson, John R.
Mabbett III, Ish Copley and David H. deVilliers, Jr., receive their primary
compensation from Florida Rock Industries, Inc. which provides administrative
and other services to the Company under an agreement.
Summary Compensation Table
The following table sets forth information concerning the compensation of
the Company's Chief Executive Officer and of the three other executives whose
salary and bonuses exceeded $100,000 in fiscal 1998 and who served in such
capacities.
Annual Compensation
Long Term All Other
Compen- Compen-
Name and Principal Salary Bonus sation sation
Position Year ($)(a) ($)(a) Options(#) ($)(b)
John E. Anderson 1998 287,750 87,000 - 4,500
President and 1997 277,700 75,870 - 4,500
Chief Executive 1996 265,850 72,306 - 4,500
Officer
David H. deVilliers, 1998 175,750 72,000 - 4,680
Jr. 1997 161,000 48,900 - 4,500
President of the 1996 153,750 46,500 - 5,428
Company's Northern
Real Estate Division
John R. Mabbett III 1998 155,420 18,787 - 4,507
Vice President 1997 150,250 - - 4,491
and Secretary 1996 143,750 - - 4,828
and President of
Florida Rock &
Tank Lines, Inc.
Ish Copley 1998 128,125 19,500 - 4,680
President of 1997 121,500 15,925 - 4,500
SunBelt Transport 1996 117,625 35,550 - 4,460
Inc., the Company's
flatbed trucking
operation
(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 Company's contribution to the Profit Sharing and Deferred
Earnings Plan for the named individual.
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<PAGE>
Option Grants In Last Fiscal Year
No stock options were granted to the executive officers named in the
Summary Compensation Table during the fiscal year ended September 30, 1998.
Option Exercises and Fiscal Year-end Values
The following table shows information with respect to stock options
exercised during the fiscal year ended September 30, 1998 and the number and
value of unexercised options held by each executive officer named in the Summary
Compensation Table.
<TABLE>
<CAPTION>
Value of
Unexercised
Number of In-The-Money
Unexercised Options at
Options at September 30,
September 30, 1998 1998 (1)
Shares
Acquired
on Value Exercis- Unexercis- Exercis- Unexercis-
Name Exercise Realized able(#) able(#) able($) able($)
- ---- -------- -------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
John E. - - 15,000 10,000 64,500 43,000
Anderson
David H. 10,000 213,500 9,000 6,000 36,000 24,000
deVilliers, Jr.
John R. 10,000 200,575 9,000 6,000 36,000 24,000
Mabbett, III
Ish Copley - - 25,000 - 100,000 -
</TABLE>
(1) The closing price of the Company's common stock as reported on The Nasdaq
Stock Market on September 30, 1998 $21.75 the exercise price was used in
calculating the value of unexercised options.
Pension Plan
The Company has a Management Security Plan (the "MSP Plan") for certain
officers, including directors who are officers, and certain key employees.
Benefit levels have been established on the basis of base compensation. 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
- 7 -
<PAGE>
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 the benefit level until his death. If a participant dies after his
retirement, his beneficiary, if any, will receive such participant's benefit for
a period of 15 years from the date of the participant's retirement or until the
death of the beneficiary, whichever occurs first. The annual retirement benefit
levels in effect at September 30, 1998 were:
John E. Anderson $145,000
David H. deVilliers, Jr. $ 90,000
John R. Mabbett III $ 78,325
Notwithstanding anything to the contrary set forth in any of the Company's
previous filings under the Securities Act of 1933, as amended, or the Securities
Exchange Act of 1934, as amended, that incorporate future filings, including
this Proxy Statement, in whole or in part, the following Compensation Committee
Report and Shareholder Return Performance shall not be incorporated by reference
into any such filings.
Compensation Committee Report
The Compensation Committee of the Board of Directors ("the Committee")
determines the compensation of the Chief Executive Officer and reviews and
approves compensation of other officers and members of management reaching a
salary level established by the Board. In addition, the Committee administers
the Company's stock option plans, subject to control of the Board, and the
Management Incentive Compensation program. The full Board must approve 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 performance 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.
- 8 -
<PAGE>
Both of the Company's operating groups, Transportation and Real Estate
Development, have Management Incentive Compensation ("MIC") plans which provide
an opportunity for additional compensation to officers and key employees. The
purpose of the plans is to provide a direct financial incentive in the form of
an annual cash bonus to participants to achieve their business unit's and the
Company's goals and objectives. Potential MIC pools are computed based upon
levels of annual income before tax achieved by the respective groups. The
maximum amount of MIC in any year is limited to 10% of consolidated income
before income taxes. Awards to individuals are based on their achieving annual
predetermined objectives and the importance and degree of difficulty in
achieving those objectives. Individual awards may not exceed 40% of the
participant's base salary. Mr. Anderson participates in a similar MIC Plan whose
pool calculation, purpose and annual cash award eligibility for performance
against predetermined objectives are comparable to those utilized by the
Company's Transportation and Real Estate Development groups. His maximum
individual award may not exceed 50% of base salary.
The Committee believes that long-term incentive compensation 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. The Company has now adopted a long term
incentive program that, beginning in the fiscal year ending in 1998, will offer
a performance unit plan to the Company's key management personnel, including the
Chief Executive Officer, as well as continuing the Company's stock option
program for the Company's officers and key management personnel. Under the stock
option program, the vesting periods associated with stock options encourage
option recipients 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 individual's relative base salary,
scope of responsibility and ability to affect both short and long term profits
and add value to the Company. Under the newly adopted performance unit plan,
participants can earn a cash bonus of up to 75% of the participant's base salary
at the time of grant if three year performance goals are achieved. The initial
performance goals established are unique to each participant and range from
return on capital employed and average revenue growth to better property
management and better performance in project development.
This report is submitted by the members of the Compensation Committee:
Radford D. Lovett, Chairman, Albert D. Ernest, Jr. and Robert H. Paul III.
- 9 -
<PAGE>
Compensation Committee Interlocks and Insider Participation
Two members of the Compensation Committee, Messrs. Lovett and Ernest, are
among the seven directors of the Company who are also directors of Florida Rock
Industries, Inc. ("FRI"). The other five directors of both FRI and the Company
who are not members of the Compensation Committee are Edward L. Baker, John D.
Baker II, Thompson S. Baker II, Luke E. Fichthorn III and Francis X. Knott. The
seven directors own approximately 40.5% of stock of the Company and 29.6% of the
stock of FRI. Accordingly, the Bakers, who own approximately 39.4% of the stock
of the Company and 29.2% of the stock of FRI, may be considered to be control
persons of both the Company and FRI.
Messrs. Edward L. Baker, Albert D. Ernest, Jr. and A. R. Carpenter (a
director of FRI) are directors and members of the Compensation Committee of the
Board of Directors of Regency Realty Corporation. Mr. Stein, who is Chairman and
Chief Executive Officer of Regency Realty Corporation, is a director of the
Company but not a member of its Compensation Committee.
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 Total Return Index for The Nasdaq Stock Market - US Index and The
Nasdaq Trucking and Transportation Stock Index for the period commencing
September 30, 1993 and ending on September 30, 1998. The graph assumes that $100
was invested on September 30, 1993 in the Company's common stock and in each of
the indices and assumes the reinvestment of dividends.
- 10 -
<PAGE>
<TABLE>
<CAPTION>
Index as of September 30
1993 1994 1995 1996 1997 1998
<S> <C> <C> <C> <C> <C> <C>
FRPP 100 144.90 171.43 167.35 277.55 177.55
Nasdaq-US 100 100.83 139.28 165.24 226.81 231.84
Nasdaq-T&T 100 101.13 112.66 116.51 164.21 121.20
- ---------------------- ----------- ---------------- -------------- -------------- -------------- --------------
</TABLE>
- 11 -
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Seven of the Company's directors (Edward L. Baker, John D. Baker II,
Thompson S. Baker II, Albert D. Ernest, Jr., Luke E. Fichthorn III, Francis X.
Knott and Radford D. Lovett) are directors of FRI. Such directors own
approximately 30% of the stock of FRI and 41% of the stock of the Company.
Accordingly, the Bakers, who own approximately 39% of the stock of the Company
and 29% of the stock of FRI, may be considered to be control persons of both the
Company and FRI. See "Compensation Committee Interlocks and Insider
Participation" for further information on the relationship between the Company
and FRI.
The Company and FRI routinely are engaged in business together through the
hauling by the Company of construction aggregates and other products for FRI and
the leasing to FRI of construction aggregates mining and other properties. The
Company has numerous aggregates hauling competitors at all terminal and mine
sites and the rates charged are, accordingly, established by competitive
conditions. Approximately 8.5% of the Company's revenue was attributed to FRI
during fiscal year 1998.
Mr. Fichthorn provided the Company with financial consulting and other
services during fiscal 1998 for which he received $30,000.
In the opinion of the Company, the terms, conditions, transactions and
payments under the agreements with the persons described above were not less
favorable to the Company than those which would have been available from
unaffiliated persons.
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.
- 12 -
<PAGE>
NAME AND ADDRESS AMOUNT AND NATURE PERCENT
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
Baker Investments, Ltd.
P.O. Box 4667
Jacksonville, FL 32201 1,061,521 (1) 30.6%
Royce & Associates, Inc. 251,500 (2) 7.3%
Royce Management Company 23,600 (2) .7%
------- -------
1414 Avenue of the Americas 274,100 (2) 8.0%
New York, NY 10019
Wellington Management Company
75 State Street
Boston, MA 02109 347,400 (3) 10.1%
First Union Corporation 197,144 (4) 5.7%
One First Union Center
Charlotte, NC 28288
(1) Baker Investments, Ltd. is a limited partnership in which Edward L. Baker
and John D. Baker II are general partners and as such have shared voting
and dispositive power over the shares owned by the partnership. Directly as
general partners and through trusts which are limited partners, each of
Edward L. Baker and John D. Baker II have a pecuniary interest in 353,840
shares. Ownership is reported as of October 31, 1998.
(2) Royce & Associates, Inc. ("Royce"), Royce Management Company ("RMC") and
Charles M. Royce reported that they are members of a group pursuant to
Securities and Exchange Commission Rule 13d-(1)(b)(ii)(H). Mr. Royce, who
may be deemed to be a controlling person of Royce and RMC, does not own any
shares outside of Royce and RMC and disclaims beneficial ownership of the
shares held by Royce and RMC. Royce and RMC are investment advisers. Each
has sole voting and dispositive power as to the shares shown. Ownership is
reported as of February 4, 1998.
(3) Wellington Management Company is an investment advisor. Wellington reports
shared voting power as to 144,000 shares and shared dispositive power as to
347,400 shares. Ownership is reported as of January 13, 1998.
(4) First Union Corporation is a parent holding company and reports sole voting
power as to 197,144 shares, sole dispositive power as to 55,874 shares and
shared dispositive power as to 140,770 shares. Ownership is reported as of
February 11, 1998. Radford D. Lovett, a director of the Company, is also a
director of First Union Corporation. Mr. Lovett disclaims any right to
exercise any voting or dispositive powers with respect to these shares.
- 13 -
<PAGE>
COMMON STOCK OWNERSHIP BY DIRECTORS AND OFFICERS
The following table and notes set forth the beneficial ownership of common
stock of the Company by each director and by all officers and directors of the
Company as a group as of October 30, 1998 and also includes shares held under
options which are exercisable within 60 days of December 14, 1998.
AMOUNT AND NATURE PERCENT
NAME OF DIRECTOR BENEFICIAL OWNERSHIP OF CLASS
John E. Anderson 40,806 *
Edward L. Baker 815,243 (1)(2)(3) 22.8%
John D. Baker II 564,314 (1)(2)(4)(5) 15.8%
Thompson S. Baker II 28,168 (1) *
Ish Copley 25,100 *
David H. deVilliers, Jr. 15,250 *
Albert D. Ernest, Jr. 100 *
Luke E. Fichthorn III 18,043 (6) *
Francis X. Knott 5,200 *
Radford D. Lovett 17,200 *
John R. Mabbett III 16,500 *
Robert H. Paul III 11,000 *
Martin E. Stein, Jr. 52,300 (5) 1.5%
James H. Winston 11,000 *
All Directors and
Officers as a group
(16 people) 1,620,724 45.3%
*Less than 1%
The following table includes shares of the Company held under Florida Rock
Industries, Inc.'s Tax Reduction Act Employee Stock Ownership Plan ("TRAESOP")
as to which the named director has sole voting power, and shares held under
options which are exercisable within 60 days of December 14, 1998:
- 14 -
<PAGE>
SHARES UNDER TRAESOP SHARES UNDER OPTION
John E. Anderson - 20,000
Edward L. Baker 2,542 -
John D. Baker II 1,549 -
Thompson S. Baker II 7 10,000
Ish Copley - 25,000
David H. deVilliers, Jr. - 12,000
John R. Mabbett III - 12,000
Robert H. Paul III - 10,000
Martin E. Stein, Jr. - 10,000
James H. Winston - 10,000
All directors and
officers as a group 4,098 109,000
(1) Edward L. Baker, John D. Baker II and Thompson S. Baker II may be
considered to be control persons of the Company.
(2) Shares shown opposite the name of Edward L. Baker include 353,840 shares
owned by Baker Investments, Ltd. See note (1) on page 13. Such shares are
excluded from those shown opposite the names of John D. Baker II.
(3) Includes 74,053 shares held by Edward L. Baker as trustee for the children
of John D. Baker II, as to which Edward L. Baker has sole dispositive and
voting power but disclaims any beneficial interest. Such shares are
excluded from those shown opposite the name of John D. Baker II.
(4) Includes 700 shares owned by Mrs. John D. Baker II, as to which he
disclaims any beneficial interest.
(5) Regency Square II, a Florida general partnership, owns 40,300 shares of the
Company. Martin E. Stein, Jr., as a partner, holds a 2.5248% interest in
the partnership. Trust B under the will of Martin E. Stein, deceased, as a
partner, holds a 46.2128% interest in the partnership. John D. Baker II is
a co-trustee of the trust of Martin E. Stein, deceased, and as such has a
one-third shared voting and dispositive power as to the trust. Martin E.
Stein, Jr. has a beneficial interest in the trust and, together with his
two brothers, acting jointly as co-trustees, has a one-third shared voting
and dispositive power as to the trust. The partnership's shares in the
Company are excluded from the total shown for John D. Baker II, who
disclaims any pecuniary or beneficial interest in such shares, but are
included in the total shown for Mr. Stein, Jr.
(6) Includes 100 shares owned by Mrs. Fichthorn and 1,000 shares owned by Mr.
Fichthorn's children, as to which he disclaims any beneficial interest.
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<PAGE>
INDEPENDENT AUDITORS
The Board of Directors has selected Deloitte & Touche LLP as independent
certified public accountants to examine the consolidated financial statements of
the Company for fiscal 1999. Representatives of Deloitte & Touche LLP are
expected to be present at the shareholders' meeting with the opportunity to make
a statement if they so desire and will be available to respond to appropriate
questions.
SHAREHOLDER PROPOSALS
Proposals of shareholders intended to be included in the Company's proxy
statement and form of proxy relating to the 2000 Annual Meeting must be
delivered in writing to the principal executive offices of the Company no later
than August 20, 1999. The inclusion of any proposal will be subject to the
applicable rules of the Securities and Exchange Commission.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers, directors and beneficial owners of 10% or more of the
Company's outstanding common stock to file initial reports of ownership and
reports of changes in ownership with the Securities and Exchange Commission, The
Nasdaq Stock Market and the Company. Based solely on a review of the copies of
such forms furnished to the Company and written representations from the
Company's executive officers and directors, the Company believes all persons
subject to these reporting requirements filed the required reports on a timely
basis, except for David H. deVilliers, Jr. Mr. deVilliers filed a Form 5, as he
did not report timely the exercise and sale of non-qualified stock options
granted under the Company's stock option program.
COST OF SOLICITATION
The cost of solicitation of proxies will be borne by the Company, including
expenses in connection with the preparation and mailing of this proxy statement.
The Company will reimburse brokers and nominees their reasonable expenses for
sending proxy material to principals and obtaining their proxies. In addition to
solicitation by mail, proxies may be solicited in person or by telephone or
other electronic means by directors, officers and other employees of the
Company.
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<PAGE>
OTHER MATTERS
The Board of Directors does not know of any other matters to come before
the meeting. However, if any other matters come before the meeting, the persons
named in the enclosed form of proxy or their substitutes will vote said proxy in
respect of any such matters in accordance with their best judgment pursuant to
the discretionary authority conferred thereby.
BY ORDER OF THE BOARD OF DIRECTORS
December 14, 1998 John R. Mabbett III
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 FRP PROPERTIES, INC.'S ANNUAL
REPORT TO THE SECURITIES AND EXCHANGE COMMISSION ON FORM 10-K INCLUDING THE
FINANCIAL STATEMENTS AND THE FINANCIAL STATEMENT SCHEDULES BY WRITING TO THE
TREASURER AT POST OFFICE BOX 4667, JACKSONVILLE, FLORIDA 32201.
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<PAGE>
FRP PROPERTIES, INC.
PROXY SOLICITED BY BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS CALLED FOR FEBRUARY 3, 1999
The undersigned hereby appoints Edward L. Baker and John D. Baker II, or
either of them, the attorneys, agents and proxies of the undersigned with full
power of substitution to vote all the shares of common stock of FRP Properties,
Inc. which the undersigned is entitled to vote at the Annual Meeting of
Shareholders of the Company to be held at the general offices of the Company,
155 East 21st Street, Jacksonville, Florida on February 3, 1999, at 2 o'clock in
the afternoon, 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. Election of three (3) directors
/ / FOR all nominees listed below / / WITHHOLD AUTHORITY to vote
(except as marked to the contrary for all nominees listed below
below) to vote for all nominees
listed below
Francis X. Knott, John R. Mabbett, III and James H. Winston
To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided.
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2. To transact such other business as may properly come before the meeting or
any adjournments thereof.
(Continued and to be signed on other side)
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The undersigned hereby revokes any proxy heretofore given with respect to
said stock, acknowledges receipt of the Notice and the Proxy Statement for the
meeting accompanying this proxy, each dated December 14, 1998, and authorizes
and confirms all that the said proxies or their substitutes, or any of them, may
do by virtue hereof.
Dated:____________________________, 199___
------------------------------------------
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.
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