<SEC-DOCUMENT>0001474506-14-000034.txt : 20140507
<SEC-HEADER>0001474506-14-000034.hdr.sgml : 20140507
<ACCEPTANCE-DATETIME>20140507131158
ACCESSION NUMBER:		0001474506-14-000034
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20140507
ITEM INFORMATION:		Other Events
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20140507
DATE AS OF CHANGE:		20140507

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			PATRIOT TRANSPORTATION HOLDING INC
		CENTRAL INDEX KEY:			0000844059
		STANDARD INDUSTRIAL CLASSIFICATION:	TRUCKING & COURIER SERVICES (NO AIR) [4210]
		IRS NUMBER:				592924957
		STATE OF INCORPORATION:			FL
		FISCAL YEAR END:			0930

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-17554
		FILM NUMBER:		14819941

	BUSINESS ADDRESS:	
		STREET 1:		200 W. FORSYTH ST.
		STREET 2:		7TH FLOOR
		CITY:			JACKSONVILLE
		STATE:			FL
		ZIP:			32202
		BUSINESS PHONE:		9043965733

	MAIL ADDRESS:	
		STREET 1:		200 W. FORSYTH ST.
		STREET 2:		7TH FLOOR
		CITY:			JACKSONVILLE
		STATE:			FL
		ZIP:			32202

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	FRP PROPERTIES INC
		DATE OF NAME CHANGE:	19920703
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>form8k2qfy2014_801.txt
<DESCRIPTION>FORM 8-K
<TEXT>

                    SECURITIES AND EXCHANGE COMMISSION

                          WASHINGTON, D.C.  20549

                          -----------------------

                                  FORM 8-K

                               CURRENT REPORT

                   Pursuant to Section 13 or 15(d) of the
                      Securities Exchange Act of 1934

     Date of Report (Date of earliest event reported):  May 7, 2014

                    PATRIOT TRANSPORTATION HOLDING, INC.

---------------------------------------------------------------------------

          (Exact name of registrant as specified in its charter)


	   FLORIDA		0-17554		59-2924957
	   --------------	----------	---------------
	   (State or other	(Commission	(I.R.S. Employer
	   Jurisdiction		File Number)	Identification No.)
	   of incorporation


200 W. Forsyth Street
7th Floor
Jacksonville, Florida					32202
---------------------------------------------		--------
(Address of principal executive offices)		(Zip Code)


Registrant's telephone number, including area code:  (904) 396-5733

---------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):

[] Written communications pursuant to Rule 425 under the Securities Act
   (17 CRF 230.425)

[] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
   (17 CFR 240.14a-12)

[] Pre-commencement communications pursuant to Rule 14d-2(b) under the
   Exchange Act (17 CFR 240.14d-2(b))

[] Pre-commencement communications pursuant to Rule 13e-4(c) under the
   Exchange Act (17 CFR 240.13e-4(c))




<PAGE>


                         CURRENT REPORT ON FORM 8-K

                    PATRIOT TRANSPORTATION HOLDING, INC.

                                MAY 7, 2014


ITEM 8.01. OTHER EVENTS

        On May 7, 2014, the Company issued a press release announcing that
it intends to separate its transportation business from its real estate
businesses. The separation will result in two independent, publicly traded
companies. A copy of the press release is filed herewith as Exhibit 99.2 and
is incorporated by reference herein.

ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS

        (c)     Exhibits.

        99.2    Press Release dated May 7, 2014, announcing plan to separate
real estate and transportation businesses.




<PAGE>


                                 SIGNATURES


        Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this Current Report to be signed
on its behalf by the undersigned thereunto duly authorized.


				PATRIOT TRANSPORTATION HOLDING, INC.


Date:  MAY 7, 2014		By:  /s/ John D. Milton, Jr.
      				-------------------------------------------
				John D. Milton, Jr.
				Vice President, and Chief Financial Officer




<PAGE>


                               EXHIBIT INDEX


Exhibit No.

99.2    Press Release dated May 7, 2014, issued by Patriot Transportation
Holding, Inc., announcing plan to separate real estate and transportation
businesses


<PAGE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>patrpr20140507_801.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>
                  PATRIOT TRANSPORTATION HOLDING, INC./NEWS

Contact:     John D. Milton, Jr.
             Chief Financial Officer                904/396-5733


PATRIOT TRANSPORTATION HOLDING, INC. ANNOUNCES PLAN TO SEPARATE INTO TWO
PUBLIC COMPANIES AND PROVIDES UPDATE ON ANACOSTIA PROJECT

Jacksonville, Florida, May 7, 2014 - Patriot Transportation Holding, Inc.
(Nasdaq GM: PATR) announced today that it intends to separate its
transportation business from its real estate businesses. The separation will
result in two independent, publicly-traded companies by means of a tax-free
spin-off of the transportation business to Patriot shareholders.
The separation, which is subject to a number of conditions including final
Board approval, receipt of an opinion of tax counsel and effectiveness of a
registration statement on Form 10, is expected to be completed in the next
twelve months.

"Our management team is excited about the opportunities created by the
separation of the real estate and transportation businesses," said John Baker,
Executive Chairman.

Patriot believes that the separation will offer a number of advantages,
including the following:

*  Distinct Investment Identity. The spin-off will create distinct and
   targeted investment opportunities in the real estate company and the
   transportation company. After the separation, investors will be able
   to evaluate and invest in each business based on its merits, financial
   performance and future prospects.

*  Enhanced Business Focus. The separation will allow the board of directors
   and management of each business to focus on its own strategic and
   operational plans.

*  Capital Resources. Each company will be able to deploy its capital
   resources in a manner that is appropriate for its growth strategy.

*  Access to Capital Markets. Both companies will have direct access to the
   capital markets to pursue their respective growth opportunities.

*  Enhanced Effectiveness of Equity Compensation. The separation will enhance
   the effectiveness of equity based compensation programs of both companies
   by directly tying the value of the equity compensation awards to the
   performance of the business for which key employees provide services.

Patriot anticipates that after the spin-off the real estate company will
operate under the name FRP Holdings, Inc. and the transportation company will
use the name Patriot Transportation Holding, Inc.

Anacostia Update
----------------

Patriot also announced that the joint venture that it formed with its
developer partner has negotiated financing for the construction of the first
phase of its planned four phase master


                                Continued


<PAGE>


development in Washington, D.C. known as Riverfront on the Anacostia.
Under the terms of the proposed financing, Patriot will contribute up to an
additional $5 million to the project. The joint venture expects to finalize
financing arrangements providing for a $65 million loan with an initial four
year term and approximately $17 million in EB5 secondary financing. Both these
financing sources will be non-recourse to Patriot.  The Company expects to
finalize these financing arrangements and to commence construction by late
summer 2014.

About Patriot

Patriot Transportation Holding, Inc. is engaged in the transportation and
real estate businesses. Our transportation business (Florida Rock & Tank
Lines, Inc.) is a bulk tank carrier specializing in hauling petroleum and
other liquid and dry bulk commodities in the southeastern states.  Our real
estate group acquires, constructs, leases, operates and manages land and
buildings to generate both current cash flows and long-term capital
appreciation.  The real estate group also owns real estate which is leased
under mining royalty agreements or held for investment.

Forward-Looking Statements

Certain statements in this document regarding anticipated financial, legal
or other outcomes including business and market conditions, outlook and
other similar statements relating to Patriot's future events, developments
or financial or operational performance or results, are "forward-looking
statements" made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995 and other federal securities laws.
These forward looking statements are identified by the use of words such
as "may," "will," "should," "expect," "estimate," "believe," "intend,"
"anticipate" and other similar language. However, the absence of these or
similar words or expressions does not mean that a statement is not
forward-looking. While management believes that these forward-looking
statements are reasonable when made, forward-looking statements are not
guarantees of future performance or events and undue reliance should not
be placed on these statements.

Although Patriot believes that the expectations reflected in any
forward-looking statements are based on reasonable assumptions, it can give
no assurance that these expectations will be attained and it is possible
that actual results may differ materially from those indicated by these
forward-looking statements due to a variety of risks and uncertainties.
Such factors include, but are not limited to: uncertainties as to the
timing of the spin-off and whether it will be completed, the possibility
that various closing conditions for the spin-off may not be satisfied or
waived, the expected tax treatment of the spin-off, the impact of the
spin-off on the real estate and transportation businesses, the ability of
both companies to meet debt service requirements and the availability and
terms of financing. Other important factors are described in the company's
most recent Form 10-K and 10-Q reports on file with the Securities and
Exchange Commission that could cause actual results or events to differ
materially from those expressed in forward-looking statements that may
have been made in this document. Patriot assumes no obligation to update
these statements except as is required by law.


<PAGE>

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
