FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
FLORIDA ROCK INDUSTRIES INC [ FRK ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year)
11/16/2007 |
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 11/16/2007 | D | 1,505,151 | D | ( 1 ) | 0 | I | See footnote. ( 2 ) | ||
Common Stock | 11/16/2007 | D | 199,873 ( 3 ) | D | ( 1 ) | 0 | D | |||
Common Stock | 11/16/2007 | D | 125,000 | D | ( 1 ) | 0 | I | See footnote. ( 4 ) | ||
Common Stock | 11/16/2007 | D | 11,150,080 | D | ( 1 ) | 0 | I | See footnote. ( 5 ) | ||
Common Stock | 11/16/2007 | D | 75,535 | D | ( 1 ) | 0 | I | See footnote. ( 6 ) | ||
Common Stock | 11/16/2007 | D | 133,396 | D | ( 1 ) | 0 | I | See footnote. ( 7 ) | ||
Common Stock | 11/16/2007 | D | 133,396 | D | ( 1 ) | 0 | I | See footnote. ( 8 ) | ||
Common Stock | 11/16/2007 | D | 28,605 | D | ( 1 ) | 0 | I | See footnote. ( 9 ) | ||
Common Stock | 11/16/2007 | D | 42,315 | D | ( 1 ) | 0 | I | By wife's living trust. | ||
Common Stock | 11/16/2007 | D | 135,000 | D | ( 1 ) | 0 | I | See footnote. ( 10 ) | ||
Common Stock | 11/16/2007 | D | 66,042 | D | ( 1 ) | 0 | I | See footnote. ( 11 ) | ||
Common Stock | 11/16/2007 | D | 5,832 | D | ( 1 ) | 0 | I | See footnote. ( 12 ) | ||
Common Stock | 11/16/2007 | D | 1,020,500 | D | ( 1 ) | 0 | I | See footnote. ( 13 ) | ||
Common Stock | 11/16/2007 | D | 1,575 | D | ( 1 ) | 0 | I | See footnote. ( 14 ) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities) |
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Option to Buy | $10.17 | 11/16/2007 | D ( 15 ) | 29,532 | ( 15 ) | 12/05/2010 | Common Stock | 29,532 | $67 | 0 | D | ||||
Option to Buy | $14.27 | 11/16/2007 | D ( 16 ) | 33,750 | ( 16 ) | 12/04/2011 | Common Stock | 33,750 | $67 | 0 | D | ||||
Option to Buy | $17.51 | 11/16/2007 | D ( 17 ) | 33,750 | ( 17 ) | 12/03/2012 | Common Stock | 33,750 | $67 | 0 | D | ||||
Option to Buy | $25.69 | 11/16/2007 | D ( 18 ) | 33,750 | ( 18 ) | 12/02/2013 | Common Stock | 33,750 | $67 | 0 | D | ||||
Option to Buy | $37.83 | 11/16/2007 | D ( 19 ) | 22,500 | ( 19 ) | 11/30/2014 | Common Stock | 22,500 | $67 | 0 | D | ||||
Option to Buy | $51.67 | 11/16/2007 | D ( 20 ) | 15,000 | ( 20 ) | 12/06/2015 | Common Stock | 15,000 | $67 | 0 | D | ||||
Option to Buy | $43.21 | 11/16/2007 | D ( 21 ) | 12,000 | ( 21 ) | 12/05/2016 | Common Stock | 12,000 | $67 | 0 | D |
Explanation of Responses: |
1. Disposed of pursuant to merger agreement between issuer, Vulcan Materials Company, Virginia Holdco, Inc. and certain related parties in exchange for either (1) 0.63 shares of Virginia Holdco, Inc. common stock having a market value of $82.77 per share on the effective date of the merger and cash in lieu of fractional shares, determined by multiplying the fractional share amount by the closing price on the NYSE for Vulcan Materials Company common stock on the last trading day immediately preceding the effective date of the merger, (2) $67.00 in cash, or (3) a combination thereof, subject to proration based on the terms of the merger agreement. |
2. Shares held by John D. Baker II Living Trust for which the reporting person serves as trustee. |
3. Shares held directly by the reporting person. |
4. Shares held by separate trust created under the Cynthia L. Baker Trust, U/A/D April 30, 1965, of which the reporting person is a trustee and an income beneficiary. The reporting person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. The Cynthia L. Baker Trust has been subdivided resulting in a decrease in the reporting person's beneficial ownership from 375,000 shares to 125,000 shares. |
5. Shares held by Baker Holdings, L.P. The reporting person shares voting and dispositive power over all the shares held by Baker Holding, L.P. and has a pecuniary interest in a portion of the shares. The reporting person disclaims beneficial interest in these shares except to the extent of his pecuniary interest therein. |
6. Shares held by Edward L. Baker II Irrevocable Trust. The trust is administered by the reporting person's brother as trustee and is for the benefit of the reporting person's son, Edward L. Baker II. The reporting person disclaims beneficial interest in these shares. |
7. Shares held by John D. Baker III Irrevocable Trust. The trust is administered by the reporting person's brother as trustee and is for the benefit of the reporting person's son, John D. Baker III. The reporting person disclaims beneficial interest in these shares. |
8. Shares held by Susan Anne Baker Irrevocable Trust. The trust is administered by the reporting person's brother as trustee and is for the benefit of the reporting person's daughter, Susan Anne Baker. The reporting person disclaims beneficial interest in the shares. |
9. Shares held as beneficiary of the Issuer's Employee Benefit Plan (TRAESOP). |
10. Shares held by John D. Baker II Irrevocable Trust #1. This trust is administered by an independent trustee and is for the benefit of the reporting person's spouse and children. The reporting person disclaims any beneficial interest in these shares. |
11. Shares held by John D. Baker II Irrevocable Trust #2. This trust is administered by the reporting person's brother as trustee and is for the benefit of the reporting person's son, Edward L. Baker II. The reporting person disclaims beneficial interest in these shares. |
12. Shares held by STABANCO, nominee of SunTrust Bank. These shares are held in a fiduciary account (in a trust in which SunTrust Bank and the reporting person's brother are trustees) and to which the reporting person has potential income rights. The reporting person disclaims beneficial interest in the shares held by such trust except to the extent of his pecuniary interest therein. |
13. Shares held by the Crusher Run Partners, LP Charitable Remainder Unitrust. This trust is administered by John D. Baker II as trustee. The reporting person disclaims beneficial interest in the contributed shares, except to the extent of his pecuniary interest therein. |
14. Shares are held by the reporting person's wife, Anne Doris Baker. |
15. This option was cancelled in the merger in exchange for a cash payment of $1,678,303.56 representing the difference between the exercise price of the option and $67.00 per share. All options not exercisable prior to the effective date of the merger became vested and fully exercisable on October 15, 2007 pursuant to the terms of the merger agreement. |
16. This option was cancelled in the merger in exchange for a cash payment of $1,779,637.50 representing the difference between the exercise price of the option and $67.00 per share. All options not exercisable prior to the effective date of the merger became vested and fully exercisable on October 15, 2007 pursuant to the terms of the merger agreement. |
17. This option was cancelled in the merger in exchange for a cash payment of $1,670,287.50 representing the difference between the exercise price of the option and $67.00 per share. All options not exercisable prior to the effective date of the merger became vested and fully exercisable on October 15, 2007 pursuant to the terms of the merger agreement. |
18. This option was cancelled in the merger in exchange for a cash payment of $1,394,212.50 representing the difference between the exercise price of the option and $67.00 per share. All options not exercisable prior to the effective date of the merger became vested and fully exercisable on October 15, 2007 pursuant to the terms of the merger agreement. |
19. This option was cancelled in the merger in exchange for a cash payment of $656,325.00 representing the difference between the exercise price of the option and $67.00 per share. All options not exercisable prior to the effective date of the merger became vested and fully exercisable on October 15, 2007 pursuant to the terms of the merger agreement. |
20. This option was cancelled in the merger in exchange for a cash payment of $229,950.00 representing the difference between the exercise price of the option and $67.00 per share. All options not exercisable prior to the effective date of the merger became vested and fully exercisable on October 15, 2007 pursuant to the terms of the merger agreement. |
21. This option was cancelled in the merger in exchange for a cash payment of $285,480.00 representing the difference between the exercise price of the option and $67.00 per share. All options not exercisable prior to the effective date of the merger became vested and fully exercisable on October 15, 2007 pursuant to the terms of the merger agreement. |
/s/ Daniel B. Nunn, Jr., Attorney in fact for John D. Baker II | 11/20/2007 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |