SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 5, 1997
Florida East Coast Industries, Inc.
(Exact name of Registrant as specified in its charter)
Florida
(State or other jurisdiction of incorporation)
2-89530 59-2349968
(Commission File Number) (IRS Employer Identification No.)
1650 Prudential Drive, Jacksonville, Florida 32207
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: 904-396-6600
N O N E
(Former name or former address, if changed since last report)
ITEM 5. OTHER MATERIALLY IMPORTANT EVENTS
======================================================
On Monday, May 5, 1997, the Company issued the following Press Release:
FOR IMMEDIATE RELEASE
Monday, May 5, 1997
Contact: C. F. Zellers, Jr.
904/826-2202
Jacksonville, Florida, May 5--Florida East Coast Industries, Inc. (NYSE: FLA)
announced today that it has received a proposal from St. Joe Corporation
(NYSE: SJP) in which St. Joe has offered to merge FECI with a wholly-owned
subsidiary of St. Joe and the approximately 4.2 million shares of FECI common
stock not currently owned by St. Joe would be exchanged for cash at a price of
$102 per share. FECI currently has approximately 9.1 million shares of common
stock outstanding, of which approximately 4.9 million, or 54% are owned by St.
Joe.
The proposal is subject to any regulatory approvals and required vote of the
outstanding shares of FECI, as well as customary terms and conditions. The
proposal is also subject to negotiation of a merger agreement containing terms
and conditions mutually satisfactory to FECI and St. Joe.
The Board of Directors of FECI will meet promptly to review the proposal.
FECI, based in Jacksonville, Florida engages in the transportation and real
estate development businesses.
SIGNATURE
=========
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
FLORIDA EAST COAST INDUSTRIES, INC.
BY: s/s T. Neal Smith
Vice President & Secretary
Dated: May 6, 1997