<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
<PAGE>
FLORIDA EAST COAST INDUSTRIES, INC.
1650 Prudential Drive
Jacksonville, FL 32207
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held May 17, 1995
NOTICE IS HEREBY GIVEN THAT the Annual Meeting of the Stockholders of
Florida East Coast Industries, Inc. (Industries) will be held at the Marina
Hotel and Convention Center at St. Johns Place, Admiralty Room, 1515
Prudential Drive, Jacksonville, Florida, on Wednesday, May 17, 1995, at
10:30 A.M., Eastern Daylight Saving Time, for the following purposes, namely:
1. To elect a Board of nine (9) 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, 1995, 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, 1994, has either
been mailed previously or is enclosed herewith.
By Order of the Board of Directors
T.N. Smith
Secretary
Dated: Jacksonville, Florida
April 7, 1995
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 7, 1995, 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 17, 1995, 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 17, 1995. 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 designated March 31, 1995, 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 9,271,361 shares issued and outstanding of Common Stock, which
is its only voting security. Of the 9,271,361 shares issued and outstanding,
219,372 represent treasury shares. The outstanding, excluding treasury shares,
were held by approximately 865 Stockholders of Record on March 10, 1995.
The following table sets forth information as of March 1, 1995, 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 575,500 6.4%
- - ----------
(1) All percentages shown are rounded to the nearest one-tenth of one percent.
(2) As of March 1, 1995, the following persons were directors of the Nemours
Foundation: Jacob C. Belin, Alfred duPont Dent, H.H. Peyton, J.F. Porter,
W.T. Thompson, 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, 1995, 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 1996 Annual Meeting
Proxy Statement must be submitted in writing and must be received by Industries
no later than January 5, 1996. Any such proposals, as well as any questions
related thereto, should be directed to the Corporate Secretary.
Shares Present at 1994 Meeting - At the 1994 Annual Meeting, 92% of the
outstanding shares of Industries' Common Stock were present. Of the total
shares voted at that meeting, 91% were voted for each nominee and 1% was
withheld from the vote for each nominee.
PROPOSAL I - ELECTION OF DIRECTORS
At the Annual Meeting, nine (9) 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 nine (9) 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 nine (9) 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 80 St. Joe Paper Company. Trustee,
Alfred I. duPont Trust.
J. Nelson Fairbanks President and Director, U.S. Sugar Corporation.
Director since 1989
Age 59
David M. Foster Attorney, Rogers, Towers, Bailey, Jones & Gay
New Nominee for the last five years. Director, Sun Bank of
Age 60 North Florida, N.A. Director, Gate Petroleum
and subsidiaries. Director, Ponte Vedra Polo
Club, Inc.
Allen C. Harper Chairman/CEO, Esslinger-Wooten-Maxwell, Inc.,
Director since 1994 Realtors, and President, First Reserve, Inc.
Age 50 (1984-present). Director, Tri-County Railroad
Authority (1989-present).
John H. Mercer, Jr. Retired President, John Mercer Terminal
Director since 1984 Warehouse Company.
Age 81
R.E. Nedley President, St. Joe Paper Company (1991-present).
New Nominee Vice President, St. Joe Paper Company (1982-
Age 56 1991). Director, St. Joe Industries, Inc.
(1982-present).
J.J. Parrish, III President, Jesse J. Parrish, Inc. Vice President
Director since 1993 and Director, Nevins Fruit Company. Director and
Age 41 and Treasurer, Parrish Medical Center.
Director, Barnett Bank of Central Florida.
W.L. Thornton Chairman of the Board and President, Industries.
Director since 1984 Chairman and Director, St. Joe Paper Company.
Age 66 Trustee, Alfred I. duPont Trust.
Carl F. Zellers, Jr. Vice President, Industries. President, Florida
Director since 1984 East Coast Railway and Gran Central Corporation.
Age 62 Director, St. Joe Industries, Inc.
The Board of Directors met four times in 1994. All members of the Board
of Directors attended at least 75% of the total number of Board meetings and
meetings held by committees on which each served with the exception of Mr.
Rinker who missed two meetings because of illness.
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 three members (3) (J.H. Mercer, Jr., J.J. Parrish,
III, and A.C. Harper) 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 1994, the Audit
Committee held two meetings.
The Compensation Committee has three (3) members (J.N. Fairbanks,
A.C. Harper, 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 two
meetings. Mr. A.C. Harper was elected to Compensation Committee in
November 1994 to replace Mr. R.E. Taylor who resigned in November 1994
because of job relocation. Mr. M.E. Rinker will not be a nominee for re-
election as a director in 1995.
Industries has no Nominating Committee.
EXECUTIVE COMPENSATION
The following table sets forth the annual compensation for Industries'
Executive Officers whose 1994 total annual compensation exceeded $100,000, as
well as the total compensation paid to those Executives for the past three
years. Industries paid no bonuses nor had any stock award or option programs.
Summary Compensation Table
Other Annual All Other
Name and Principal Compensation Compensation
Position Year Salary($) ($) ($)
- - ------------------ ---- --------- ------------ ------------
W.L. Thornton 1994 159,550(a) 5,580(b) 1,800(c)
President and CEO 1993 154,900(a) 5,790(b) 1,800(c)
1992 149,650(a) 4,970(b) 1,800(c)
C.F. Zellers, Jr. 1994 133,260 3,700(b) 4,400(c)
Vice President 1993 129,370 1,670(b) 4,341(c)
1992 118,100 2,060(b) 4,170(c)
- - --------------
(a) This amount represents 100% of Mr. Thornton's salary. Under arrangement
approved by the Board of Directors of both St. Joe Paper Company and
Florida East Coast Industries, Inc., 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 and directors' fees. Mr. Thornton was not a participant in the
401(k) Plan of Industries.
Compensation Committee Report
The Compensation Committee of the Board of Directors (the "Committee") has
the responsibility of establishing and administering compensation policies,
plans, and programs for the Company and its subsidiaries (herein, "the
Company"). The Committee and senior management initiated a comprehensive
review of management compensation during 1994.
The study included an evaluation of existing compensation policies; a
review of compensation plans and practices prevailing at other companies; and
an analytical review of the costs and benefits of the proposed programs. The
philosophy and programs resulting from the study's analysis are outlined
below and were developed through the active involvement of management and the
Committee.
Because this study was completed late in the year, compensation paid for
1994 represents a continuation of past practices. The new compensation program
approved by the Board of Directors in 1994 will be fully implemented in fiscal
1995.
Executive Compensation Philosophy
The Committee adopted a compensation philosophy for the Company's
management to serve as guiding principles for program design and
administration. The overriding philosophy is that compensation should be tied
directly to the Company's stated business objectives and to the sustained
creation of stockholder value. The Committee believes that stockholder
interests and the Company's compensation programs should be closely aligned
and integrated. Therefore, the performance measures used to determine
compensation levels have been demonstrated to be primary, sustainable
drivers of stockholder value among other publicly-held companies including
companies having transportation interests.
The Company's performance compensation program consists of two
components: (1) Base Salary and (2) Award Opportunity. Each of these
components and its respective role in total direct compensation, as well as
the basis for determining the compensation of the President and CEO, Mr. W.L.
Thornton, are described below.
(1) Base Salary
Pursuant to the compensation philosophy of emphasizing risk-oriented pay
to encourage superior performance and consistent with the Company's business
strategy of controlling fixed costs, annual salary adjustments will be
determined by several factors, including: the Company's performance, the
individual's contribution to that performance, the individual's future
potential, and competitive pay levels. On an annual basis, the Committee
reviews executive salaries with the Chief Executive Officer ("CEO").
(2) Performance Awards
In fiscal 1995, seventeen (17) of the Company's senior executives will
be eligible to participate in the Company's annual incentive program. Each
participant is assigned a Target Award Opportunity equal to the individual's
level of responsibility. Target award levels range from 25% to 35% of annual
base salary. The CEO and Chief Operating Officer's ("COO") target is 35% and
the target for the three other most highly-compensated officers is 25%. Actual
award levels vary depending upon the degree of achievement relative to
specified Company and individual performance objectives and can range in
total from 0% to 100% of target levels.
Performance awards under the program are contingent upon both Company and
individual performance for the year. Only those individuals who receive a
satisfactory or better performance rating in their annual performance reviews
are eligible to receive an annual Opportunity Award. The Company's performance
relates directly to operating profit. Specific performance objectives have
been set by the Committee (as they will be on an annual basis) in relation to
the Company's fiscal budget. The payout related to Company performance against
these predetermined objectives ranges from 0% to 100% of Target Award. For
the CEO, COO, and certain other officers, Company performance governs their
entire Performance Award amount. For other participants, their individual
performance rating determines up to 60% of their award.
As example of the application of actual awards under this performance
program, a covered executive earning $100,000 having an assigned target Company
Award Opportunity level of 25% has the opportunity to be awarded an actual
award of $12,500 if the "Threshold" Company objective is met or an actual
award of $25,000 if the "Target" Company objective is met.
No performance award is payable if Company performance falls below
threshold level.
Non-deductible Compensation
The Senior Management Incentive Plan will be fully deductible for
federal income tax purposes since it is not possible at this time for any
executive officer's compensation to total more than $1 million.
CEO Compensation
The Company's CEO, Mr. W.L. Thornton, is also the CEO of St. Joe Paper
Company and is employed under an arrangement approved by each Board which
provides that the Company will bear 20% of base salary. Base salary has been
the sole basis of compensation for the CEO and other executive officers
through 1994.
Mr. Thornton was paid a base salary of $159,550 in 1994 which represented
a 3% increase above the base salary in 1993. The Company's portion of the
total base salary in 1994 was $31,910. In this regard, this Committee
conferred with the Compensation Committee of St. Joe Paper Company relative
to Mr. Thornton's 1994 salary, and while it was agreed that the base salary
of $159,550 is significantly less than salaries paid by comparable companies
and does not recognize Mr. Thornton's individual contribution to the relative
success of the combined enterprises in the past or present, it was also
agreed to continue pay through 1994 on past practice and that the matter of
adjusting base salary of the CEO's position should receive review by the
Committee during the study mentioned above. This study concluded that the
base salaries of the CEO and other executive officers should be adjusted
effective Janaury 1, 1995, to a base salary more nearly equal to the
responsibilities of the positions and much more competitive with comparable
companies while at the same time putting a portion of the positions' total
value to the Company "at risk" subject to the attainment of the specified
corporate and personal objectives set forth in the plan for incentive
compensation. Any performance award made to the CEO under the incentive plan
will be based solely on that portion of total base salary paid by the
Company under its arrangement with St. Joe Paper Company.
The Committee believes that the changes described above will help to
ensure that executive officers are rewarded appropriately for their services
and the Committee is satisfied that the strategy supports corporate objectives
and shareholder interests, however, additional changes can and will be
considered if and when deemed appropriate within the context of these
objectives and interests.
The Compensation Committee is appointed by the Board of Directors and
is composed entirely independent of non-employee directors having no
interlocking relationship as defined by the Securities and Exchange
Commission.
J. Nelson Fairbanks, Chairman
M.E. Rinker, Sr., Member
Allen C. Harper, Member
Stock Performance Graph
The following table describes the graph that sets forth the cumulative
total shareholder return (assuming reinvestment of dividends) to Florida
East Coast Industries, Inc.'s shareholders during the five-year period ended
December 31, 1994, as well as an overall stock market index (Russell 1000)
and FEC Industries' peer group index of twelve (12) railroads, consisting of
Burlington Northern, Inc., Canadian Pacific, Ltd., Chicago and Northwestern
Transportation Co., Conrail, Inc., CSX Corp., Illinois Central Corp.,
Kansas City Southern Industries, Inc., Norfolk Southern Corp., Santa Fe
Pacific Corp., Southern Pacific Rail Corp., Union Pacific Corp., and
Wisconsin Central Transportation Corp.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN*
FLORIDA EAST COAST INDUSTRIES, RUSSELL 1000 INDEX, AND RAILROADS
(Performance Results Through 12/31/94)
NAME 1989 1990 1991 1992 1993 1994
- - ---- -------------------------------------------------
Florida East Coast Ind. $100.00 $ 71.47 $ 64.44 $ 78.72 $108.11 $109.39
Russell 1000 Index $100.00 $ 95.84 $127.49 $139.01 $153.13 $143.62
Railroads $100.00 $ 91.60 $138.44 $152.08 $194.37 $168.59
Assumes $100 invested at the close of trading 12/89 in Florida East Coast
Industries common stock, Russell 1000 Index, and Railroads.
*Cumulative total return assumes reinvestment of dividends.
Source: Value Line, Inc.
Factual material is obtained from sources believed to be reliable, but the
publisher is not responsible for any errors or omissions contained herein.
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 matching contributions, 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 of 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 1994, Industries contributed $24,040 to
the Plan on behalf of the fourteen (14) 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, 1995. 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%
J.N. Fairbanks
D.M. Foster
A.C. Harper
J.H. Mercer, Jr. Sole Voting/
Dispositive Power 100
R.E. Nedley Shared Voting/
Dispositive Power 4,902,304 (3) 54.5%
J.J. Parrish, III
W.L. Thornton Sole Voting/
Dispositive Power 5,869
Shared Voting/
Dispositive Power 5,352,528 (2) 59.5%
C.F. Zellers, Jr. Sole Voting/
Dispositive Power 1,936
Shared Voting/
Dispositive Power 4,902,304 (3) 54.5%
9 directors & Sole Voting/
officers as a Dispositive Power 7,905
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) Includes 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 Messrs. Zellers and Nedley are
directors.
(4) Includes the 4,902,304 and 450,224 listed as beneficially owned by Messrs.
Belin and Thornton, and the 4,902,304 listed as beneficially owned by
Messrs. Zellers and Nedley, however, reports the same number of shares
beneficially owned by these persons only once.
RELATIONSHIP WITH INDEPENDENT ACCOUNTANTS
The firm of KPMG Peat Marwick LLP 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 LLP 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 at 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 7, 1995
<PAGE>
FLORIDA EAST COAST INDUSTRIES, INC.
THIS PROXY IS SOLICITED BY THE BOARD FOR THE
MAY 17, 1995, ANNUAL MEETING OF STOCKHOLDERS
The undersigned hereby appoints H.H. Peyton, 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 Marina Hotel and Convention Center at St. Johns Place,
Admiralty Room, 1515 Prudential Drive, Jacksonville, Florida, on Wednesday,
May 17, 1995, 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 ( )
(INSTRUCTION: To withhold authority to vote for any individual nominee, print
that nominee's name below.)
J. BELIN, N. FAIRBANKS, D. FOSTER, A. HARPER, J. MERCER, JR., R. NEDLEY,
J. PARRISH, III, W. THORNTON, C. ZELLERS, JR.
_______________________________________________________________________________
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:________________________, 1995
____________________________________
SIGNATURE
____________________________________
SIGNATURE IF HELD JOINTLY
Please mark, sign, date, and mail
this card promptly in the postage
prepaid return envelope provided.
