<PAGE>
SCHEDULE 14 A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant ______X______
Filed by a Party other than the Registrant _________
Check the appropriate box:
____ Preliminary Proxy Statement
__X_ Definitive Proxy Statement
____ Definitive Additional Materials
____ Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
FLORIDA EAST COAST INDUSTRIES, INC.
(Name of Registrant as Specified In Its Charter)
_______________________________________________
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
__X__ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),
or 14a-6(j)(2)
_____ $500 per each party to the controversy pursuant to
Exchange Act Rule 14a-6(i)(3)
_____ Fee computed on table below per Exchange Act Rules 14a-
6(i)(4) and 0-11
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FLORIDA EAST COAST INDUSTRIES, INC.
1650 Prudential Drive
Jacksonville, FL 32207
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held May 18, 1994
NOTICE IS HEREBY GIVEN THAT the Annual Meeting of the
Stockholders of Florida East Coast Industries, Inc. (Industries) will be held at
the corporate office of the Company in the duPont Center Building, 1650
Prudential Drive, Jacksonville, Florida, on Wednesday, May 18, 1994, at
10:30 A.M., Eastern Daylight Saving Time, for the following purposes, namely:
1. To elect a Board of twelve (12) directors for the
ensuing year and until their successors are duly elected
and qualified.
2. To transact such other business as may properly come
before the meeting or any adjournment or adjournments thereof.
Stockholders of record at the close of business on March 31, 1994, are
entitled to notice of and to vote at the meeting. The transfer books will
not be closed for this meeting.
All Stockholders who find it convenient to do so are cordially invited
and urged to attend the meeting in person. The holders of a majority of the
outstanding shares entitled to vote at the meeting, present in person or by
proxy, shall constitute a quorum.
Industries' Proxy Statement is submitted herewith and contains important
information regarding the matters to be acted on at the Annual Meeting. The
Annual Report to Stockholders for the year ended December 31, 1993, has either
been mailed previously or is enclosed herewith.
By Order of the Board of Directors.
T.N. Smith
Secretary
Dated: Jacksonville, Florida
April 8, 1994
WHETHER YOU INTEND TO ATTEND THE MEETING OR NOT, PLEASE SIGN AND
RETURN THE PROXY ENCLOSED WITH THIS NOTICE AT YOUR EARLIEST CONVENIENCE. IT
IS IMPORTANT THAT YOUR SHARES BE REPRESENTED.
<PAGE>
FLORIDA EAST COAST INDUSTRIES, INC.
1650 Prudential Drive
Jacksonville, Florida 32207
PROXY STATEMENT
This Proxy Statement is being mailed or otherwise furnished
to Stockholders on or about April 8, 1994, in connection with the
solicitation by the Board of Directors of Florida East Coast
Industries, Inc. (Industries), a Florida corporation, of proxies
to be voted at the Annual Meeting of Stockholders of Industries
to be held on May 18, 1994, and at any adjournment thereof (the
Annual Meeting).
The address of Industries is 1650 Prudential Drive,
Jacksonville, Florida 32207, and the telephone number is
904/396-6600.
MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING
At the Annual Meeting, the Stockholders of Industries will
elect directors to serve for the ensuing year.
SOLICITATION AND REVOCATION OF PROXIES
The enclosed proxy is being solicited by Order of the Board
of Directors of Industries for use in connection with the Annual
Meeting of Industries' Stockholders to be held May 18, 1994. The
expense of printing and mailing this Proxy Statement will be
borne by Industries. In addition to solicitation of proxies by
mail, Industries may reimburse brokers and other nominees for the
expenses of forwarding proxy materials to the beneficial owners
of stock held in their names. Directors, officers, and employees
of Industries may solicit proxies on behalf of the Board of
Directors personally, by mail, by telephone, or by telegraph, but
it is estimated that the expense of any such solicitation will be
nominal, and that no compensation will be paid specifically for
such solicitation.
A proxy may be revoked by a Stockholder at any time prior to
its being voted by written notice to the Secretary of Industries
or by attendance and voting in person at the Annual Meeting by
ballot. If a proxy is properly signed and is not revoked by the
Stockholder, the shares it represents will be voted at the
meeting in accordance with the instructions of the Stockholder.
If no instructions are given, proxies will be voted in favor of
the election of the nominees as directors.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The Board of Directors of Industries has fixed March 31,
1994, as the record date for the determination of Stockholders
entitled to notice of and to vote at the Annual Meeting and any
adjournment thereof. As of that date, Industries had 9,000,000
outstanding shares of Common Stock, which is its only voting
security. These shares were held by approximately 942 Stockholders of record
on March 11, 1994.
The following table sets forth information as of March 1,
1994, with respect to persons known to Industries to be the
beneficial owners of more than 5% of its outstanding Common
Stock:
Nature of
Beneficial No. of Percent of
Names and Addresses Ownership Shares Class (1)
Nemours Foundation (2) Sole Voting &
P.O. Box 1380 Dispositive
Jacksonville, FL 32201 Power 450,224 5.0%
St. Joe Industries, Inc. (3) Sole Voting &
P.O. Box 1380 Dispositive
Jacksonville, FL 32201 Power 4,902,304 (4) 54.5%
Heine Securities Corp. (5) Sole Voting &
51 J.F.K. Parkway Dispositive
Short Hills, NJ 07078 Power 571,400 6.4%
(1) All percentages shown are rounded to the nearest one-tenth
of one percent.
(2) As of March 1, 1994, the following persons were directors of
the Nemours Foundation: Jacob C. Belin, Thomas S. Coldewey,
Alfred duPont Dent, Winfred L. Thornton, and corporate director,
NationsBank of Florida, represented by J.S. Lord. In such
capacities, these directors collectively share voting and
dispositive power with respect to Industries' Common Stock owned
by the Nemours Foundation and, as such, may be deemed to be
beneficial owners of that stock.
(3) As of March 1, 1994, the following persons were directors of
St. Joe Industries, Inc.: Jacob C. Belin, E.C. Brownlie, S.D.
Fraser, R.E. Nedley, Winfred L. Thornton, and C.F. Zellers, Jr.
In such capacities, all directors collectively share dispositive
and voting power with respect to Industries' Common Stock owned
by St. Joe Industries, Inc. All directors may be deemed to be
beneficial owners of Industries' Common Stock owned by St. Joe
Industries, Inc.
(4) By virtue of its ownership of approximately 54.5% of the
outstanding Industries' Common Stock, St. Joe Industries, Inc.,
may be deemed to be not only an "affiliate" but also a "parent"
of Industries.
(5) Mr. Michael F. Price is President of Heine Securities Corporation
("HSC"), in which capacity he exercises voting control and dispositive power
over these securities. Mr. Price, therefore, may be deemed to have indirect
beneficial ownership over such securities. Mr. Price advises he has no
interest in dividends or proceeds from the sale of such securities, owns no
such securities for his own account, and disclaims beneficial ownership of all
the securities reported herein by HSC.
GENERAL INFORMATION FOR STOCKHOLDERS
Proxy Statement Proposals. Each year the Board of Directors
submits to the Stockholders at the Annual Meeting its nominations
for election of directors.
Other proposals may be submitted by the Board of Directors
or Stockholders for inclusion in the Proxy Statement for action
at the Annual Meeting. Any proposal submitted by a Stockholder
for inclusion in the 1995 Annual Meeting Proxy Statement must be
submitted in writing and must be received by Industries no later
than January 6, 1995. Any such proposals, as well as any
questions related thereto, should be directed to the Corporate
Secretary.
Shares Present at 1993 Meeting. At the 1993 Annual Meeting,
88% of the outstanding shares of Industries' Common Stock were
present. Of the total shares voted at that meeting, 99.7% were
voted for each nominee and 0.3% were withheld from the vote for
each nominee.
PROPOSAL I - ELECTION OF DIRECTORS
At the Annual Meeting, twelve (12) directors of Industries
are to be elected to serve until the next annual election and
until their successors are duly elected and qualified.
Vote Required
Stockholders of Industries are entitled to one vote for each
share held by them and have the right to cumulate their votes for
the election of directors. Each Stockholder is entitled to as
many votes as equals the number of his shares, multiplied by the
number of directors to be elected, and he may cast all of such
votes for a single director or may distribute them among the
number to be voted for or among any two or more of them, as he
may see fit. The directors elected shall be those twelve (12)
persons who receive the greatest number of votes. Management
reserves the right to distribute the votes represented by a proxy
among one or more of the nominees named below unless contrary
instructions are contained in the proxy.
Nominees
Information concerning the twelve (12) nominees for election
as directors, including their principal occupations or
employment, the name and principal business or organizations in
which such occupations or employment were carried on, positions
with Industries and directorships with other companies filing
with or regulated by the Commission is contained in the following
materials.
The Board knows of no reason why any nominee for director
would be unable to serve as a director. If any nominee should,
for any reason, be unable to serve, the shares represented by all
valid proxies will be voted for the election of such other
person(s) as the Board of Directors may designate, or the Board
may reduce the number of directors to eliminate the vacancy.
Principal Occupation or Employment
for the Past Five Years-Positions
with Industries - Other
Name, Director Since, Age Directorships
Jacob C. Belin Former Chairman of the Board,
Director since 1984 St. Joe Paper Company. Director,
Age 79 St. Joe Paper Company. Trustee,
Alfred I. duPont Trust.
Thomas S. Coldewey Retired Vice President, St. Joe
Director since 1984 Paper Company. Director, St. Joe
Age 81 Paper Company. Trustee, Alfred I.
duPont Trust.
William E. Durham, Jr. Vice President, Industries.
Director since 1986
Age 62
Allen C. Harper Chairman/CEO, Esslinger-Wooten
New Nominee -Maxwell, Inc., Realtors, and
Age 49 President, First Reserve, Inc.
(1984-Present). Director,
Tri-County Railroad Authority
(1989-Present).
J. Nelson Fairbanks President and Director, U.S. Sugar
Director since 1989 Corporation.
Age 58
John H. Mercer, Jr. Retired President, John Mercer
Director since 1984 Terminal Warehouse Company.
Age 80
J.J. Parrish, III President, Jesse J. Parrish, Inc.
Director since 1993 Vice President and Director,
Age 40 Nevins Fruit Company. Director
and Treasurer, Parrish Medical
Center. Director, Barnett Bank of
Central Florida.
M.E. Rinker, Sr. Chairman and CEO, M.E. Rinker,
Director since 1984 Sr. Companies (1988). Former
Age 89 President and Chairman of the
Board of Rinker Materials
Corporation for more than
five years.
R. Eugene Taylor President, Mid-Atlantic Banking
Director since 1993 Group NationsBank (1993-Present).
Age 46 President, NationsBank Florida,
(1991-1993). Executive Vice
President, NationsBank, Florida
(1989-1991). Employed by
NationsBank since 1969 in various
management roles.
W.L. Thornton Chairman of the Board and
Director since 1984 President, Industries. Chairman
Age 65 and Director, St. Joe Paper
Company. Trustee, Alfred I.
duPont Trust.
Raymond W. Wyckoff Retired Vice President,
Director since 1984 Industries. Retired President,
Age 70 Florida East Coast Railway.
Carl F. Zellers, Jr. Vice President, Industries.
Director since 1984 President, Florida East Coast
Age 61 Railway and Gran Central
Corporation. Director, St. Joe
Industries, Inc.
The Board of Directors met four times in 1993. All members
of the Board of Directors attended 91% of the total number of
Board meetings and meetings held by committees on which each
served.
Non-management directors are entitled to a quarterly
retainer fee of $1,000, a fee of $650 for each Board meeting
attended, and a fee of $200 for each Audit or Compensation
Committee meeting attended. Management directors are entitled to
a fee of $450 for each Board meeting attended. Members of the
Executive Committee receive no fee for meetings of that
committee. In addition to these standard fees, directors are
reimbursed for transportation and other reasonable expenses
incident to attendance at Board and committee meetings.
In accordance with Industries' By-Laws, the Board of
Directors elects from its members the Executive, Audit, and
Compensation Committees. The Executive Committee, when the Board
of Directors is not in session, has authority to manage the
affairs, business, and property of Industries, and is composed of
the President (W.L. Thornton), one Vice President (C.F. Zellers,
Jr.), and Mr. J.C. Belin.
The Audit Committee has four members (J.N. Fairbanks, J.H.
Mercer, Jr., J.J. Parrish, III, and M.E. Rinker, Sr.) and
provides general oversight with respect to the accounting
principles employed in financial reporting and the adequacy of
Industries' internal accounting controls. No member of the Audit
Committee may be a member of the Executive Committee or an
officer or full-time employee of Industries or any subsidiary or
affiliated company. During 1993, the Audit Committee held three
meetings.
The Compensation Committee has four members (J.N. Fairbanks,
J.H. Mercer, Jr., R.E. Taylor, and M.E. Rinker, Sr.). The
Committee establishes and executes compensation policy and
programs for Industries' Executives. For the 1994 Compensation
and Performance Review, the Compensation Committee held three
meetings.
Industries has no Nominating Committee.
EXECUTIVE COMPENSATION
The following table sets forth the annual compensation for
Industries' Executive Officers whose 1993 total annual
compensation exceeded $100,000, as well as the total compensation
paid to those Executives for the past three years.
Summary Compensation Table
Name and Other Annual All Other
Principal Compensation Compensation
Position Year Salary($) ($) ($)
W.L. Thornton 1993 30,976(a) 5,130(b) 2,923(c)
President and 1992 29,930(a) 4,789(b) 2,782(c)
CEO 1991 29,200(a) 4,950(b) 2,719(c)
C.F. Zellers, Jr. 1993 129,372 1,668(b) 2,541(c)
Vice President 1992 118,100 2,061(b) 2,372(c)
1991 104,000 1,876(b) 2,160(c)
(a) This amount represents 20% of Mr. Thornton's salary. Under
arrangement approved by the Board of Directors, Mr. Thornton's
salary and expenses are paid by St. Joe Paper Company, with 20%
of salary, fringe benefits, and common expenses being billed to
and paid by Industries as compensation for his services as
President of Industries. Any expenses incurred for the exclusive
benefit of either Industries or St. Joe Paper Company are borne
100% by the benefiting corporation.
(b) These amounts include life insurance premiums and the
personal use of vehicles owned by Industries.
(c) These amounts represent Industries' matching contribution to
a 401(k) Plan.
(d) Industries paid no bonuses nor had any stock award or option
programs.
Compensation Committee Report
The Compensation Committee of the Board of Directors of
Florida East Coast Industries, Inc. (Industries) is composed
entirely of Directors who are not, and have never been Officers
or employees of Industries. The Board designates the members of
such Committee.
The philosophy of the ownership and investors in Florida
East Coast Industries, Inc., has historically been to reinvest a
major portion of its earnings and cash flow back into the
Company, looking towards share appreciation and growth in long-
term value. This philosophy continues and is the current goal of
the Company. In light of this policy, short-term earnings and
stock values may not accurately reflect the real and long-term
results of the executive management of the Company. Therefore,
the Chief Executive Officer, based upon his personal assessment,
recommends salary increases to the Compensation Committee as
pertains to the various corporate officers.
The Compensation Committee members of the Board of Directors
were chosen because of their business experience including the
diversity of their industry backgrounds and to ensure that the
interests of our shareholders are being served as relates to all
matters of executive compensation. The Committee reviews the
recommendations of the CEO and either approves these
recommendations or makes adjustments based upon their judgment of
what is the appropriate level of compensation.
As pertained to the salary adjustments made in 1994 for
individual corporate officers, the Committee approved the
recommendations of the CEO, which on average represented a three
percent increase in the base salaries of the covered executives.
In like manner, the Committee reviewed the base salary of the CEO
and determined that an adjustment of three percent was
appropriate and in keeping with the long-term interests of the
Company and its shareholders.
The Committee recognizes the need to monitor the Company's
executive compensation strategy to ensure that management members
are rewarded appropriately for their contributions, and that the
strategy supports organization objectives and shareholder
interests. Program changes will be considered if and when deemed
appropriate within the context of these objectives and interests.
J. Nelson Fairbanks, Chairman M.E. Rinker, Sr., Member
Compensation Committee John H. Mercer, Jr., Member
December 28, 1993 R. Eugene Taylor, Member
Stock Performance Graph has been filed under cover of Form SE
with the Securities and Exchange Commission.
Industries' Employee Benefit Plan
On October 19, 1983, Industries adopted a deferred
compensation plan (the "Plan"), which became effective January 1,
1984. Pursuant to the Plan, Industries matches voluntary
contributions made by participants to a trust maintained for
participants in an amount equal to $500 for the first $500
contributed by the participants, $225 for the next $300, $150 for
the next $300, and $.25 per $1 for any amount contributed by a
participant in excess of $1,100. Participants may elect to make
their contributions through a written salary reduction agreement
with Industries, but the amount, subject to such agreement, may
not exceed 6% of their total compensation per year, as defined in
the Plan, and the total amount of contributions by participants
to the trust per year may not exceed 10% of their taxable
compensation, as defined in the Plan. Any salaried employee who
has completed 90-days' service and is not represented by an
organization recognized by Industries for purposes of collective
bargaining is eligible to participate, assuming that in any given
Plan year such employee has performed at least 1,000 hours of
service. Each participant's account under the Plan is invested
in either one of four mutual funds or Industries' Common Stock as
determined by the participant. In 1993, Industries contributed
$29,831 to the Plan on behalf of the nine (9) Executive Officers
as a group.
Security Ownership of Management
Shown below is information concerning beneficial ownership
of Industries' Common Stock for each director and for all
directors and officers as a group as of March 1, 1994. Under
rules of the Commission, "beneficial ownership" is deemed to
include shares for which the individual, directly or indirectly,
has or shares voting and/or dispositive power:
Nature of Beneficial Percent of
Names Ownership No. of Shares Class (1)
J.C. Belin Shared Voting/
Dispositive Power 5,352,528(2) 59.5%
T.S. Coldewey Shared Voting/
Dispositive Power 5,352,528(2) 59.5%
W.E. Durham, Jr. Sole Voting/
Dispositive Power 182
J.N. Fairbanks
A.C. Harper
J.H. Mercer, Jr. Sole Voting/
Dispositive Power 100
J.J. Parrish, III
M.E. Rinker, Sr.
R.E. Taylor
W.L. Thornton Sole Voting/
Dispositive Power 5,589
Shared Voting/
Dispositive Power 5,352,528(2) 59.5%
R.W. Wyckoff Sole Voting/
Dispositive Power 500
C.F. Zellers, Jr.Sole Voting/
Dispositive Power 1,859
Shared Voting/
Dispositive Power 4,902,304(3) 54.5%
12 directors & Sole Voting/
officers as a Dispositive Power 8,816
group Shared Voting/
Dispositive Power 5,352,528(4) 59.5%
(1) All percentages shown are rounded to the nearest one-tenth
of one percent. Where no percentage is shown, the amount of
Industries' Common Stock owned by the beneficial owner listed is
less than one-half of one-tenth of one percent (4,500 shares) of
all outstanding Industries' Common Stock.
(2) Included 4,902,304 shares or 54.5% of Industries' Common Stock owned
by St. Joe Industries, Inc., and 450,224 shares or 5.0% of Industries'
Common Stock owned by the Nemours Foundation.
(3) Includes 4,902,304 shares or 54.5% of Industries' Common
Stock owned by St. Joe Industries, Inc., of which Mr. Zellers is
director.
(4) Includes the 4,902,304 and 450,224 listed as beneficially
owned by Messrs. Belin, Coldewey, and Thornton and the 4,902,304
listed as beneficially owned by Mr. Zellers, however, reports the
same number of shares beneficially owned by these persons only
once.
RELATIONSHIP WITH INDEPENDENT ACCOUNTANTS
The firm of KPMG Peat Marwick has been Industries'
accountant of record since September 1990, and Industries is
expected to select that firm for the audit of the current fiscal
year's records. It is expected that a representative of KPMG
Peat Marwick will be present at the Annual Meeting to answer
Stockholders' questions and will be given an opportunity to make
a statement.
ANNUAL REPORT
INDUSTRIES WILL PROVIDE WITHOUT CHARGE A COPY OF
INDUSTRIES' ANNUAL REPORT TO THE COMMISSION ON FORM 10-K FOR THE
MOST RECENT FISCAL YEAR WITH FINANCIAL STATEMENTS AND SCHEDULES
THERETO UPON WRITTEN REQUEST BY A STOCKHOLDER, WHICH REQUEST MUST
SET FORTH A GOOD FAITH REPRESENTATION THAT AS OF THE RECORD DATE
FOR THE ANNUAL MEETING OF THE STOCKHOLDERS OF INDUSTRIES, THE
PERSON MAKING THE REQUEST WAS THE BENEFICIAL OWNER OF STOCK
ENTITLED TO BE VOTED AT THE MEETING. ALL REQUESTS ARE TO BE
DIRECTED TO MR. T.N. SMITH, SECRETARY, AND ADDRESSED TO FLORIDA
EAST COAST INDUSTRIES, INC., P.O. BOX 1048, ST. AUGUSTINE,
FLORIDA 32085-1048.
OTHER MATTERS
The Board of Directors does not know of any other business
to be presented to the Annual Meeting; however, if any other
matters come before the Annual Meeting, it is the intention of
the persons named in the accompanying proxy to vote pursuant to
the proxies in accordance with their judgment in such matters.
By Order of the Board of Directors
T.N. Smith
Secretary
Dated: April 8, 1994
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FLORIDA EAST COAST INDUSTRIES, INC.
THIS PROXY IS SOLICITED BY THE BOARD FOR THE
MAY 18, 1994, ANNUAL MEETING OF STOCKHOLDERS
The undersigned hereby appoints T.N. Smith and G.P. West and each of them
Proxies with power of substitution to vote all shares of stock of Florida
East Coast Industries, Inc., which the undersigned is entitled to vote at
the Annual Meeting of Stockholders of Florida East Coast Industries, Inc.,
to be held at the corporate office of the Company in the duPont Center
Building, 1650 Prudential Drive, Jacksonville, Florida, on Wednesday, May 18,
1994, at 10:30 A.M., Eastern Daylight Saving Time, and at any adjournment or
adjournments thereof, with discretionary authority, as provided in the Proxy
Statement.
1. THE ELECTION OF DIRECTORS FOR all nominees listed below
(except as marked to the contrary below)( )
WITHHOLD AUTHORITY to vote for all
nominees listed below ( )
J. BELIN, T. COLDEWEY, W. DURHAM, JR., N. FAIRBANKS, A HARPER, J. MERCER, JR.,
J. PARRISH, III, M. RINKER, SR., R. TAYLOR, W. THORNTON, R. WYCKOFF, C.
ZELLERS, JR.
(INSTRUCTION: To withhold authority to vote for any individual nominee, print
that nominee's name below.)
_______________________________________________________________________________
2. For the transaction of such other business as may properly come before
the meeting.
Please sign exactly as name appears.
if stock is held in name of joint
holders, each should sign. If you
are signing as a trustee, executor,
etc., please so indicate.
DATED:________________________, 1994
____________________________________
SIGNATURE
____________________________________
SIGNATURE IF HELD JOINTLY
Please mark, sign, date, and mail
this card promptly in the postage
prepaid return envelope provided.
