SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
FRP Properties, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
30262E 10 9
(CUSIP Number)
February 24, 1997
(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)
|X| Rule 13d-1(d)
(Page 1 of 10 Pages)
Exhibit Index is on Page 11
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SCHEDULE 13G
CUSIP No. 30262E 10 9 Page 2 of 10 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Baker Investments, Ltd.,
FEIN: 59-2560711
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
NUMBER OF 5 SOLE VOTING POWER
SHARES 0 (See Item 4)
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH 1,061,521 (See Item 4)
REPORTING
PERSON 7 SOLE DISPOSITIVE POWER
WITH 0 (See Item 4)
8 SHARED DISPOSITIVE POWER
1,061,521 (See Item 4)
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,061,521 (See Item 4)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.6%
12 TYPE OF REPORTING PERSON
PN
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2
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SCHEDULE 13G
CUSIP No. 30262E 10 9 Page 3 of 10 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. 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 5 SOLE VOTING POWER
SHARES 97,130 (See Item 4)
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH 1,061,521 (See Item 4)
REPORTING
PERSON 7 SOLE DISPOSITIVE POWER
WITH 94,589 (See Item 4)
8 SHARED DISPOSITIVE POWER
1,061,521 (See Item 4)
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,158,652 (See Item 4)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |X|
11 PERCENT OF CLASS REPRES NTED BY AMOUNT IN ROW (11)
33.4%
12 TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
3
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SCHEDULE 13G
CUSIP No. 30262E 10 9 Page 4 of 10 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John D. Baker II
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
3 SEC U E ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 5 SOLE VOTING POWER
SHARES 120,301 (See Item 4)
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH 1,101,821 (See Item 4)
REPORTING
PERSON 7 SOLE DISPOSITIVE POWER
WITH 118,752 (See Item 4)
8 SHARED DISPOSITIVE POWER
1,101,821 (See Item 4)
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,222,122 (See Item 4)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |X|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.2%
12 TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
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This Schedule 13G is filed with respect to an event on February 24,
1997 (the death of Thompson S. Baker who was previously included in a joint
filing of Schedule 13D as a reporting person.) This reporting group previously
filed a Schedule 13D on December 4, 1989, although it was eligible to file a
Schedule 13G at such time.
Item 1.
(a) The name of the Issuer is FRP Properties, 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 Investments, Ltd., a
Florida limited partnership (the "Partnership"), Edward L. Baker and John D.
Baker II, individually and as general partners of the Partnership (collectively,
the "Reporting Persons").
(b) The principal executive offices of the Partnership are located at
155 East 21st Street, Jacksonville, Florida 32206.
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's affiliate, Florida
Rock Industries, Inc. contributed by its partners. The general partners of the
Partnership are Edward L. Baker and John D. Baker II. 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 of $.10 per share.
(e) The CUSIP number of the common stock is 30262E 10 9.
Item 3.
Not applicable.
Item 4. Ownership.
(a) Amount beneficially owned:*
1) Baker Investments, Ltd.: 1,061,521
2) Edward L. Baker: 1,158,652
3) John D. Baker, II: 1,222,122
Total: 1,319,253 shares
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(b) Percent of class:*
1) Baker Investments, Ltd.: 30.6%
2) Edward L. Baker: 33.4%
3) John D. Baker, II: 35.2%
Total: 38%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:*
1) Baker Investments, Ltd.: 0
2) Edward L. Baker: 97,130
3) John D. Baker, II: 120,301
Total: 217,431
(ii) Shared power to vote or to direct the vote:*
1) Baker Investments, Ltd.: 1,061,521
2) Edward L. Baker: 1,061,521
3) John D. Baker, II: 1,101,821
Total: 1,101,821
(iii) Sole power to dispose or to direct the disposition
of:*
1) Baker Investments, Ltd.: 0
2) Edward L. Baker: 94,589
3) John D. Baker, II: 118,752
Total: 213,341
(iv) Shared power to dispose or to direct the disposition
of:*
1) Baker Investments, Ltd.: 1,061,521
2) Edward L. Baker: 1,061,521
3) John D. Baker, II: 1,101,821
Total: 1,101,821
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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 Messrs. Edward L. Baker
and John D. Baker II each disclaim beneficial ownership of the shares owned
individually by the other individual Reporting Persons.
*Edward L. Baker has sole voting and dispositive powers with
respect to 13,449 shares in the Edward L. Baker Living Trust, 2,467 shares
held by him individually and with respect to 78,673 shares he holds as trustee
for the minor children of John D. Baker II.
1,061,521 shares (approximately 30.6% of the Issuer's total
number of shares outstanding) are directly owned by the Partnership. The
general partners, Edward L. Baker and John D. Baker, II, have shared voting and
dispositive power with respect to such shares.
Edward L. Baker has sole voting power but no dispositive power
with respect to 2,542 shares held for his account pursuant to a Tax Reduction
Act Employee Stock Ownership Plan ("TRAESOP") established by the Issuer's
affiliate.
John D. Baker, II has sole voting and dispositive power with
respect to the 1,548 shares in the John D. Baker, II Living Trust, and the
117,204 shares held by him individually.
John D. Baker, II has sole voting power but no dispositive
power with respect to 1,549 shares held for his account pursuant to a TRAESOP
established by the Issuer's affiliate.
John D. Baker, II may be deemed to be the beneficial owner of
700 shares directly owned by his wife. Pursuant to Rule 13d-4, Mr. Baker
disclaims such beneficial ownership.
John D. Baker, II has shared voting and dispositive power over
40,300 shares in the Regency II General Partnership.
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.
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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.
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Signature
After reasonable inquiry and to the best of the knowledge and belief of
the undersigned, the undersigned certify that the information set forth in this
statement is true, complete and correct.
DATE: February 16, 1999
BAKER INVESTMENTS, LTD.
By: /s/ John D. Baker II
----------------------------------
John D. Baker II, General Partner
/s/ John D. Baker II
--------------------------------------
On behalf of John D. Baker II
and Edward L. Baker
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EXHIBIT INDEX
Exhibit 1
Identity of members of group.
10
Exhibit 1
Identity of members of group:
Baker Investments Ltd., a Florida Limited Partnership
Edward L. Baker
John D. Baker, II
