<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 22, 1996
NOTICE IS HEREBY GIVEN THAT the Annual Meeting of the Stockholders of
Florida East Coast Industries, Inc. (Industries) will be held at the Radisson
River Walk Hotel at St. Johns Place, 5th Floor, Topsider Room, 1515
Prudential Drive, Jacksonville, Florida, on Wednesday, May 22, 1996, 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 April 5, 1996, 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, 1995, has either
been mailed previously or is enclosed herewith.
By Order of the Board of Directors
T.N. Smith
Secretary
Dated: Jacksonville, Florida
April 12, 1996
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 12, 1996, 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 22, 1996, 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 22, 1996. 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 April 5, 1996, 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 9,360,000 shares authorized, 9,271,361 shares issued, and
9,051,987 shares outstanding of Common Stock, which is its only voting
security. Of the 9,271,361 shares issued and outstanding, 219,374 represent
treasury shares. The outstanding, excluding treasury shares, were held by
approximately 817 Stockholders on March 1, 1996.
The following table sets forth information as of March 1, 1996, 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 911,300 10.1%
- ----------
(1) All percentages shown are rounded to the nearest one-tenth of one percent.
(2) As of March 1, 1996, 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, 1996, the following persons were directors of St. Joe
Industries, Inc.: Jacob C. Belin, E.C. Brownlie, 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 1997 Annual Meeting
Proxy Statement must be submitted in writing and must be received by Industries
no later than January 3, 1997. Any such proposals, as well as any questions
related thereto, should be directed to the Corporate Secretary.
Shares Present at 1995 Meeting - At the 1995 Annual Meeting, 84% of the
outstanding shares of Industries' Common Stock were present. Of the total
shares voted at that meeting, 99% 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 81 St. Joe Paper Company and St. Joe Industries
Inc. Trustee, Alfred I. duPont Trust.
J. Nelson Fairbanks President and Director, U.S. Sugar Corporation.
Director since 1989
Age 60
David M. Foster Attorney, Rogers, Towers, Bailey, Jones & Gay
Director since 1995 for the last five years. Director, Sun Bank of
Age 61 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 51 (1984-present). Director, Tri-County Railroad
Authority (1989-present).
John H. Mercer, Jr. Retired President, John Mercer Terminal
Director since 1984 Warehouse Company.
Age 82
R.E. Nedley President, St. Joe Paper Company (1991-present).
Director since 1995 Vice President, St. Joe Paper Company (1982-
Age 57 1991). Director, St. Joe Paper Company and
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 42 and Treasurer, Parrish Medical Center.
Director, Barnett Bank of Central Florida.
W.L. Thornton Chairman of the Board and Chief Executive
Director since 1984 Officer, Industries. Chairman and President,
Age 67 Industries prior to May 1995. Chairman and
Director, St. Joe Paper Company and St. Joe
Industries, Inc. Trustee, Alfred I. duPont
Trust.
Carl F. Zellers, Jr. President and Chief Operating Officer,
Director since 1984 Industries. Prior to May 1995, Vice
Age 63 President, Industries. President, Florida East
Coast Railway and Gran Central Corporation.
Director, St. Joe Paper Company and St. Joe
Industries, Inc.
The Board of Directors met four times in 1995. 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.
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
Chairman (W. L. Thornton), President (C. F. Zellers, Jr.), and J. C. Belin.
The Audit Committee has three (3) members (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, the
adequacy of Industries' internal accounting controls, and overseeing
investmnent policies and procedures. 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 1995, the
Audit Committee held three meetings.
The Compensation Committee has three (3) members (J. N. Fairbanks, A. C.
Harper, and D. M. Foster). The Committee establishes and executes compensation
policy and programs for Industries' Executives. For the 1995 compensation and
performance review, the Compensation Committee held two meetings.
In 1995, the Board appointed a Special Committee of three (3) members (J.
J. Parrish, III, D. M. Foster, and A. C. Harper) and charged the Committee with
the responsibility of reviewing certain assets of the Company prior to
recommending to the Board their future and best use. The Special Committee,
with the approval of the Board, has engaged Goldman, Sachs & Company as its
financial advisor and Morris, Nichols, Arsht & Tunnell as its legal counsel.
All actions and recommendations of the Special Committee are subject to the
approval of the Board of Directors.
Industries has no Nominating Committee.
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. Members of the Special
Committee are entitled to a fee of $850 for each Special Committee meeting and
a per diem rate of $200 for each day or part of a day during which any member
devotes more than casual time in conducting Industries' business. 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.
EXECUTIVE COMPENSATION
The following table sets forth the annual compensation for Industries'
Executive Officers whose 1995 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 1995 180,000(a) 8,160(b) 1,800(c)
Chairman and CEO 1994 159,550(a) 5,580(b) 1,800(c)
1993 154,900(a) 5,790(b) 1,800(c)
C.F. Zellers, Jr. 1995 157,500 3,332(b) 5,010(c)
President and COO 1994 133,260 3,700(b) 4,400(c)
1993 129,370 1,670(b) 4,340(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 Chairman and CEO 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 in 1995.
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 ("the Company").
The Committee and senior management initiated a comprehensive review of
management compensation during 1994 upon approval by the Board and implemented
a new program in 1995.
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.
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 Chairman and Chief Executive
Officer, is 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.
The 1994 study concluded that base salaries of the Company's senior
executives were not reflective of the responsibilities and performance of the
incumbents and recommended they be increased an average of approximately 9%
in 1995, and an additional 10% in 1996 to more closely reflect competitive pay
levels. Pursuant to the philosophy outlined above, the Committee also believes
incentives should be provided to encourage superior performance and results,
and awards granted those executives contributing to these goals.
In keeping with these recommendations, the senior executives were granted
the 1995 increases in base salaries effective January 1, 1995; however, in
meeting in late-1995, the Committee suggested that the recommended 1996 changes
in base salaries for executives, other than the CEO and the COO not be
implemented, but rather that the CEO be authorized to grant a one-time payment
to those persons up to the amount of annual increase they otherwise would have
received, and recommended the CEO and COO be granted a one-time payment equal
to the suspended increase in base salary.
The Board approved these recommendations.
(2) Award Opportunity
In fiscal 1995, seventeen (17) senior executives were eligible to
participate in the Company's annual incentive program. Each participant was
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 COO target was 35% and the target for the three other
most highly-compensated officers was 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 Award Opportunity. The Company's performance
relates directly to operating profit. Specific performance objectives have
been set by the Committee in relation to the Company's fiscal budget. 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 was payable for 1995 since Company performance
fell below the "Threshold" level.
Non-deductible Compensation
The Senior Management Incentive Plan, if earned, 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 had been
the sole basis of compensation for the CEO and other executive officers
through 1994.
As discussed in (1) Base Salary, the Committee recommended that the base
salary of the CEO be increased in 1995 to a level of $180,000 and to $200,000
in 1996, and the Board authorized the $180,000 salary effective January 1, 1995.
Also as discussed above, the Committee recommended and the Board approved a
proposal under which the CEO's salary will remain the same in 1996 and a one-
time payment of $20,000 be granted subject to the arrangement with St. Joe Paper
Company.
Since Company performance fell below the "Threshold" level necessary to
trigger any incentive award, no such award was granted the CEO for 1995
performance. Any performance award granted in the future to the CEO under the
incentive plan will be based solely on that portion of base salary paid by the
Company under its arrangement with St. Joe Paper Company.
The Committee believes that the philosophy 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
D. M. Foster, Member
Allen C. Harper, Member
Stock Performance Graph
The following graph 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, 1995, as well as
an overall stock market index (Russell 1000) and FEC Industries' peer group
index of ten (10) railroads, consisting of Burlington Northern, Inc.,
Canadian Pacific, Ltd., Conrail, Inc., CSX Corp., Illinois Central Corp.,
Kansas City Southern Industries, Inc., Norfolk Southern 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
VALUE LINE RAILROADS INDEX
(Performance Results Through 12/31/95)
NAME 1990 1991 1992 1993 1994 1995
- ---- -------------------------------------------------
Florida East Coast Ind. $100.00 $ 90.16 $110.13 $151.26 $149.86 $159.14
Russell 1000 Index $100.00 $133.03 $145.05 $159.77 $153.04 $202.94
Railroads $100.00 $147.99 $164.32 $205.96 $172.11 $241.98
Assumes $100 invested at the close of trading 12/90 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
Salaried Employees Deferral Plan
On October 19, 1983, Industries adopted a deferred compensation plan (the
"Plan"), which became effective January 1, 1984. Pursuant to the Plan,
Industries annually matches voluntary contributions made by participants to a
trust maintained for participants in an amount equal to $1,200 for the first
$1,200 contributed by the participants, and $.25 per $1 for any amount
contributed by a participant in excess of $1,200. 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 before tax 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% after tax 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 1995,
Industries contributed $32,900 to the Plan on behalf of the fifteen (15)
Executive Officers as a group.
Hourly Employee Salary Deferral Plan
On April 1, 1995, Industries adopted a deferred compensation plan (the
Plan) for hourly-waged employees. Participants may elect to make contributions
through a payroll deduction agreement with Industries, but the amount may not
exceed 6% of their total before tax 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% after tax compensation, as defined in the Plan. Any
hourly or salaried employee who has completed 90 days of service and is
represented by an organization recognized by Industries for purposes of
collective bargaining or is represented by an individual employee operating
agreement is eligible to participate after 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. The Plan
is not subject to matching contributions by the Company.
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, 1996. 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 5,850 0.1%
Shared Voting/
Dispositive Power 5,352,528 (2) 59.5%
C.F. Zellers, Jr. Sole Voting/
Dispositive Power 2,219
Shared Voting/
Dispositive Power 4,902,304 (3) 54.5%
9 directors & Sole Voting/
officers as a Dispositive Power 10,168 0.1%
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 (4,526 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.
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 12, 1996
<PAGE>
FLORIDA EAST COAST INDUSTRIES, INC.
THIS PROXY IS SOLICITED BY THE BOARD FOR THE
MAY 22, 1996, ANNUAL MEETING OF STOCKHOLDERS
The undersigned hereby appoints J.C. Belin, 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 Radisson River Walk Hotel at St. Johns Place, 5th Floor,
Topsider Room, 1515 Prudential Drive, Jacksonville, Florida, on Wednesday,
May 22, 1996, 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:________________________, 1996
____________________________________
SIGNATURE
____________________________________
SIGNATURE IF HELD JOINTLY
Please mark, sign, date, and mail
this card promptly in the postage
prepaid return envelope provided.
