Home for the holidays…

November 21, 2007

images-21.jpegJudging by various news reports, the airports and roads are crowded as millions of people head home for the holidays. But even in the less frenzied world of SEC filing-land, there’s still plenty of folks heading home.

Take the 10-K that Florida Rock (FRK) filed on Friday, the same day that NYSE halted trading in the stock over details related to the merger with Vulcan Materials (VMC). Buried near the end of the 114-page filing was this nugget:

Subject to the approval of the independent directors of Florida Rock, the Merger Agreement permits, but does not require, Florida Rock to sell to Edward L. Baker and John D. Baker II (or their designee) certain property owned by a subsidiary of Florida Rock consisting of approximately 6,300 acres located in Suwannee and Columbia counties, Florida. This property contains a hunting lodge which Florida Rock currently uses for business entertainment purposes. The sale would take place within thirty (30) days following the effective time of the Florida Rock Merger. The purchase price for this property will be equal to $24,000,000, the average of two independent appraisals prepared by appraisers chosen by the independent directors of Florida Rock (and approved by Vulcan) and may be paid either in cash or Florida Rock common stock.

As the filing noted, Florida Rock Chairman Edward Baker is responsible for overseeing the lodge, which is used for “business entertainment” purposes. Given the sale to the Bakers, does it mean that Vulcan executives (and their customers) don’t like to hunt? Then again, at least the Baker brothers are paying for the property, instead of it being handed to them as part of the merger. A subsidiary of Florida Rock purchased the property for $13 million from Patriot Transportation (PATR) 3 1/2 years ago.

Also on the home-front was this 8-K that Massey Energy (MEE) filed on Monday, which provided continued employment for Chairman and CEO Don Blankenship through Dec. 2009. As part of that agreement, Blankenship will receive title (and a tax gross-up) for a house in Sprigg, WV on Jan. 1. In the filing, the house is valued at $300K and there’s no amount attached to the gross-up. But back when the deal was struck in 1999, the house was valued at $150K to $300K with a gross-up valued at $140K to $275K.

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Footnoted.org will be off tomorrow for the holiday, but back on Monday with what we’re guessing will be plenty of leftovers from companies looking to stuff their filings with all sorts of unsavory things. Happy Thanksgiving!

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