<PAGE> 1
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Florida East Coast Industries Inc.
- --------------------------------------------------------------------------------
(NAME OF ISSUER)
COMMON STOCK, NO PAR VALUE
- --------------------------------------------------------------------------------
(TITLE OF CLASS OF SECURITIES)
340632108
- --------------------------------------------------------------------------------
(CUSIP Number of Class of Securities)
William E. Donnelly, Esq.
McGuire, Woods, Battle & Boothe, LLP
Washington Square
1050 Connecticut Avenue, N.W.
Suite 1200
Washington, D.C. 20036
(202) 857-1735
- --------------------------------------------------------------------------------
(NAME, ADDRESS, TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS)
December 17, 1998
- --------------------------------------------------------------------------------
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and if filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box. / /
<PAGE> 2
2
1. NAME OF REPORTING PERSON
SWAMP HALL PROPERTIES, L.P.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
51-0385980
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) / / (B) /X /
3. SEC USE ONLY
4. SOURCE OF FUNDS
AF- (see Item 3)
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS PURSUANT TO
ITEMS 2(d) or 2(e)
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SOLE VOTING POWER
-0-
8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SHARED VOTING POWER
-19,609,216-
9. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SOLE DISPOSITIVE POWER
-0-
10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SHARED DISPOSITIVE POWER
-19,609,216-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-19,609,216-
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
54.04%
14. TYPE OF REPORTING PERSON
PN
<PAGE> 3
3
1. NAME OF REPORTING PERSON
Alfred I. duPont Testamentary Trust
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
59-0226560
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) / / (B) /X /
3. SEC USE ONLY
4. SOURCE OF FUNDS
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS PURSUANT TO
ITEMS 2(d) or 2(e)
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SOLE VOTING POWER
-0-
8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SHARED VOTING POWER
-19,609,216-
9. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SOLE DISPOSITIVE POWER
-0-
10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SHARED DISPOSITIVE POWER
-19,609,216-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-19,609,216-
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
54.04%
14. TYPE OF REPORTING PERSON
OO
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4
1. NAME OF REPORTING PERSON
The Nemours Foundation
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
59-0634433
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) / / (B) /X /
3. SEC USE ONLY
4. SOURCE OF FUNDS
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS PURSUANT TO
ITEMS 2(d) or 2(e)
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SOLE VOTING POWER
-0-
8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SHARED VOTING POWER
-1,800,896-
9. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SOLE DISPOSITIVE POWER
-0-
10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SHARED DISPOSITIVE POWER
-1,800,896-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-1,800,896-
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.96%
14. TYPE OF REPORTING PERSON
OO
<PAGE> 5
5
1. NAME OF REPORTING PERSON
Winfred L. Thornton
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) / / (B) /X /
3. SEC USE ONLY
4. SOURCE OF FUNDS
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS PURSUANT TO
ITEMS 2(d) or 2(e)
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SOLE VOTING POWER
-2,236-
8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SHARED VOTING POWER
-21,412,348-
9. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SOLE DISPOSITIVE POWER
-2,236-
10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SHARED DISPOSITIVE POWER
-21,412,348-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-21,412,348-
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
59.01%
14. TYPE OF REPORTING PERSON
IN
<PAGE> 6
6
1. NAME OF REPORTING PERSON
Jacob C. Belin
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) / / (B) /X /
3. SEC USE ONLY
4. SOURCE OF FUNDS
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS PURSUANT TO
ITEMS 2(d) or 2(e)
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SOLE VOTING POWER
-3,200-
8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SHARED VOTING POWER
-21,413,312-
9. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SOLE DISPOSITIVE POWER
-3,200-
10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SHARED DISPOSITIVE POWER
-21,413,312-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-21,413,312-
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
59.01%
14. TYPE OF REPORTING PERSON
IN
<PAGE> 7
7
1. NAME OF REPORTING PERSON
Hugh M. Durden
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) / / (B) /X /
3. SEC USE ONLY
4. SOURCE OF FUNDS
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS PURSUANT TO
ITEMS 2(d) or 2(e)
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SOLE VOTING POWER
-0-
8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SHARED VOTING POWER
-21,410,112-
9. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SOLE DISPOSITIVE POWER
-0-
10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SHARED DISPOSITIVE POWER
-21,410,112-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-21,410,112-
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
59.0%
14. TYPE OF REPORTING PERSON
IN
<PAGE> 8
8
1. NAME OF REPORTING PERSON
John F. Porter, III
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) / / (B) /X /
3. SEC USE ONLY
4. SOURCE OF FUNDS
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS PURSUANT TO
ITEMS 2(d) or 2(e)
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SOLE VOTING POWER
-0-
8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SHARED VOTING POWER
-21,410,112-
9. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SOLE DISPOSITIVE POWER
-0-
10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SHARED DISPOSITIVE POWER
-21,410,112-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-21,410,112-
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
59.0%
14. TYPE OF REPORTING PERSON
IN
<PAGE> 9
9
1. NAME OF REPORTING PERSON
Herbert H. Peyton
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) / / (B) /X /
3. SEC USE ONLY
4. SOURCE OF FUNDS
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS PURSUANT TO
ITEMS 2(d) or 2(e)
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SOLE VOTING POWER
-0-
8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SHARED VOTING POWER
-21,410,112-
9. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SOLE DISPOSITIVE POWER
-0-
10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SHARED DISPOSITIVE POWER
-21,410,112-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-21,410,112-
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
59.0%
14. TYPE OF REPORTING PERSON
IN
<PAGE> 10
10
Item 1. Security and Issuer
This statement on Schedule 13D (the "Statement") relates to the shares of
common stock, no par value ("Common Stock"), of Florida East Coast Industries, a
Florida corporation (the "Issuer"). The address of the Issuer's principal
executive office is One Malaga Street, St. Augustine, FL 32085.
Item 2. Identity and Background
a-c. This Schedule is filed on behalf of Swamp Hall Properties, L.P., a
Delaware Limited Partnership, (the "Partnership"). The Partnership's principal
business is to hold debt or equity securities of all types. The business address
of the Partnership is 1600 Rockland Road, Wilmington, Delaware 19803.
The general partner of the Partnership is the Rockland Company, a Delaware
Corporation (the "General Partner".) The principal business of the General
Partner is to exercise the powers and perform the duties of the general partner
of the Partnership. All of the outstanding stock in the General Partner is owned
by the Alfred I. duPont Testamentary Trust (the "Trust"). In addition, the Trust
is the sole limited partner of the Partnership.
The Trustees of the Trust are J.C. Belin, Herbert Peyton, John Porter,
W.T. Thompson, III, W.L. Thornton and Hugh M. Durden on behalf of Wachovia Bank,
N.A., a subsidiary of Wachovia Corporation, as Corporate trustee (collectively,
the "Trustees"). A majority of the Trustees have the power to elect the
directors of the General Partner. In addition, the Trustees constitute the
entire Board of Directors of the Nemours Foundation (the "Foundation") and
therefore, have voting and dispositive power over the shares of the Issuer held
of record by the Foundation. J.C Belin and W.L. Thornton are also Directors of
the Issuer.
d. During the past five years, neither the Partnership, the General
Partner, the Trust, the Trustees nor the Foundation have been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
e. During the past five years, neither the Partnership, the General
Partner, the Trust, the Trustees nor the Foundation have been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or a finding of any violation with
respect to such laws.
f. All of the Trustees are citizens of the United States.
Item 3. Source and Amount of Funds or Other Consideration
On December 17, 1998, the Trust contributed 49,643,292 shares of the common
stock of The St. Joe Company (the "Parent"), representing 55.18%(1) of the
Common
- ------------------
(1) This percentage is based on the number of shares issued and outstanding on
September 30, 1998 as reported in the Parent's Quarterly Report on Form 10-Q,
dated November 12, 1998, the Parent's last public announcement as to the number
of its shares of outstanding common stock. The Parent also reported in the same
10-Q that the Parent's Board of Directors had authorized $150 million for the
repurchase of the
<PAGE> 11
11
Stock of the Parent, together with certain other assets, to the Partnership in
exchange for the limited partnership interest in the Partnership. As part of
this transaction the General Partner acquired the general partnership interest
in the Partnership. All of the issued and outstanding stock in the General
Partner in the Partnership is owned by the Trust. 19,609,216 shares,
representing 54.04% of the Common Stock of the Issuer is owned by the Parent. As
a result of this transaction the Partnership, the Trust and the Trustees may be
deemed to be each the beneficial owner of 19,609,216 shares of Common Stock of
the Issuer.
Item 4. Purpose of Transaction
The Partnership acquired the common stock of the Parent and beneficial
ownership of the Common Stock of the Issuer reported herein for investment
purposes. Although the Partnership intends to exercise its rights as majority
stockholder of the Parent, neither the Partnership, the Trust, the Trustees nor
the Foundation currently have any plans or proposals which relate to or would
result in: (a) the acquisition by any person of additional securities of the
Issuer or the disposition of securities of the Issuer; (b) an extraordinary
corporate transaction, such as a merger, reorganization or liquidation,
involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a
material amount of assets of the Issuer or any of its subsidiaries; (d) any
change in the present Board of Directors or management of the Issuer, including
any plans or proposals to change the number or term of directors or to fill any
existing vacancies on the board; (e) any material change in the present
capitalization or dividend policy of the Issuer; (f) any other material change
in the Issuer's business or corporate structure; (g) changes in the Issuer's
articles of incorporation, constitution, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
Issuer by any person; (h) causing a class of securities of the Issuer to be
deleted from a national securities exchange or to cease to be authorized or
quoted in an inter-dealer quotation system of a registered national securities
association; (i) a class of equity securities of the Issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4) of the Exchange
Act; or (j) any action similar to any of those enumerated above.
In the future, the Partnership and/or the Trust, the Trustees or the
Foundation may determine to purchase additional shares of the Parent Common
Stock or the Issuer's Common Stock (or other securities of the Issuer or the
Parent) or the Partnership and/or the Trust, the Trustees or the Foundation may
determine to sell shares of the Issuer's or the Parent's Common Stock. Any such
determination will depend on a number of factors, including market prices, the
Issuer's or the Parent's prospects and alternative investments.
Item 5. Interest in Securities of the Issuer
a. As of the close of business on the date hereof, the Partnership
beneficially owned 19,609,216 shares of the Common Stock, which
represented 54.04% of the issued and outstanding Common Stock of the
- --------------------------------------------------------------------------------
Parent's outstanding common stock from time to time on the open market. If the
number of shares of outstanding common stock of the Parent has been reduced by
such repurchases after September 30, 1998 there would be an increase in the
percentage of the Parent's common stock which would be represented by the shares
reported herein.
<PAGE> 12
12
Issuer. As of such date the Foundation directly and beneficially
owned 1,800,896 shares of the Common Stock of the Issuer, which
represented 4.96% of the outstanding Common Stock of the Issuer. The
Trustees, by virtue of their power to elect the directors of the
General Partner of the Partnership and their status as the directors
of the Foundation may be deemed to have indirect beneficial ownership
of the shares of Common Stock owned by the Foundation and the
Parent. In addition, as of such date, Jacob C. Belin, a Trustee,
directly and beneficially owned 3,200 shares of the Common Stock of
the Issuer, and W.T. Thornton, a Trustee, directly and beneficially
owned 2,236 shares
b. The Trustees, by virtue of their power to elect the directors of the
General Partner of the Partnership and their status as directors of
the Foundation have the power to vote or direct the vote and the
power to dispose or direct the disposition of the 19,609,216 shares
of Common Stock of the Issuer owned by the Parent and the 1,800,896
shares of Common Stock of the Issuer owned by the Foundation. Each
of Messrs. Belin and Thornton has the power to vote to dispose of
shares of Common Stock of the Parent owned individually by such
persons.
c. On December 17, 1998, the Trust contributed 49,643,292 shares of the
Common Stock of the Parent, together with certain other assets, to
the Partnership in exchange for the limited partnership interest in
the Partnership. As part of this transaction the General Partner
acquired the general partnership interest in the Partnership. All of
the issued and outstanding stock in the General Partner of the
Partnership is owned by the Trust. Neither the Partnership, the
Trust, the Trustees nor the Foundation has effected any other
transaction in neither the Parent's common stock nor the Issuer's
Common Stock within the past 60 days.
d. No person or entity other than the Parent has the right to receive, or
the power to direct the receipt of, dividends from, or the proceeds from the
sale of, the shares of the Issuer's Common Stock owned by the Parent.
e. Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
As of the date of this Schedule, neither the Parent, the Partnership, the
Trust, the Foundation nor any of the Trustees is a party to any contract,
arrangement, understanding or relationship among themselves or with any other
person with respect to any securities of the Issuer, including but not limited
to transfer or voting of any of the Common Stock, finder's fees, joint ventures,
loan or option arrangements, puts or calls, guarantees of profits, division of
profits or loss, the giving or withholding of proxies, or otherwise subject to a
contingency the occurrence of which would give another person voting or
investment power over the Common Stock.
Item 7. Material to be Filed as Exhibits
Agreement among Reporting Person dated January 27, 1999 for the filing of
a single Schedule 13D pursuant to Rule 13d-1(k)(1).
<PAGE> 13
13
EXHIBIT INDEX
Exhibit 1 Agreement among reporting persons dated January 27, 1999.
<PAGE> 1
14
Exhibit 1
AGREEMENT AMONG REPORTING PERSONS
THIS AGREEMENT is made and entered into by and among W.L. Thornton
("Thornton"), Jacob C. Belin ("Belin"), Hugh M. Durden ("Durden"), John F.
Porter, III ("Porter"), William T. Thompson III ("Thompson"), Herbert H. Peyton
("Peyton"), Swamp Hall Properties, L.P. (the "Partnership"), the Alfred I.
duPont Testamentary Trust (the "Trust") and The Nemours Foundation (the
"Foundation").
W I T N E S S E T H:
WHEREAS, each of the parties hereto beneficially owns shares of the
Common Stock of Florida East Coast Industries (the "Issuer");
WHEREAS, each of the parties hereto desires to file a single Schedule 13D
indicating the beneficial ownership of each party; and
WHEREAS, Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934
(the "Act") requires that, when a Schedule 13D is filed on behalf of more than
one person, the Schedule 13D shall include as an exhibit to the Schedule 13D an
agreement in writing of such persons that the Schedule 13D is filed on behalf of
each of them;
NOW, THEREFORE, in consideration of the premises and the mutual promises
of the parties hereto, the parties hereto covenant and agree as follows:
1. Thornton, Belin, Durden, Porter, Thompson, Peyton, the Partnership,
the Trust and the Foundation agree that a single Schedule 13D and any amendments
thereto relating to the shares of Common Stock of the Issuer shall be filed on
behalf of each of them.
2. Thornton, Belin, Durden, Porter, Thompson, Peyton, the Partnership,
the Trust and the Foundation each acknowledge and agree that pursuant to Rule
13d-1(k)(1) under the Act each of them is individually responsible for the
timely filing of such Schedule 13D and any amendments thereto and for the
completeness and accuracy of the information contained therein.
3. This Agreement shall not be assignable by any party hereto.
4. This Agreement shall be terminated only upon the first to occur of the
following: (a) the death of any of the individual parties hereto, (b) the
dissolution, termination or settlement of the Partnership, the Trust or the
Foundation or (c) a written notice of termination given by any party hereto to
all of the other parties hereto.
5. This Agreement may be executed in several counterparts, each of which
shall be deemed to be an original copy hereof, but all of which together shall
constitute a single instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the 27th day of January, 1999.
<PAGE> 2
15
Swamp Hall Properties, L.P.
By:/s/John F. Porter, III
---------------------------------------
John F. Porter, III, President of
The Rockland Company, the managing general partner of
Swamp Hall Properties, L.P.
(Duly Authorized Representative)
/s/ Winfred L. Thornton
---------------------------
(Signature)
Winfred L. Thornton
---------------------------
(Name)
/s/ Jacob C. Belin
---------------------------
(Signature)
Jacob C. Belin
---------------------------
(Name)
/s/ William T. Thompson III
----------------------------
(Signature)
William T. Thompson III
-------------------------------
(Name)
/s/ Hugh M. Durden
---------------------------
(Signature)
Hugh M. Durden
---------------------------
(Name)
/s/ John F. Porter III
---------------------------
(Signature)
John F. Porter III
---------------------------
(Name)
<PAGE> 3
16
/s/ Herbert H. Peyton
------------------------------------
(Signature)
Herbert H. Peyton
------------------------------------
(Name)
Alfred I. duPont Testamentary Trust
------------------------------------
(Name of Trust)
/s/ Winfred L. Thornton
------------------------------------
(Signature)
Winfred L. Thornton
------------------------------------
(Name)
Chairman
------------------------------------
(Title)
The Nemours Foundation
------------------------------------
(Name of Foundation)
/s/ Jacob C. Belin
------------------------------------
(Signature)
Jacob C. Belin
------------------------------------
(Name)
President
------------------------------------
(Title)
<PAGE> 4
17
SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
Statement on Schedule 13D is true, complete and correct.
Swamp Hall Properties, L.P.
By:/s/John F. Porter, III
---------------------------------------
John F. Porter, III, President of
The Rockland Company, the managing general partner of
Swamp Hall Properties, L.P.
(Duly Authorized Representative)
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
January 27, 1999
---------------------------
(Date)
/s/ Winfred L. Thornton
---------------------------
(Signature)
Winfred L. Thornton
---------------------------
(Name)
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
January 27, 1999
---------------------------
(Date)
/s/ Jacob C. Belin
---------------------------
(Signature)
Jacob C. Belin
---------------------------
(Name)
<PAGE> 5
18
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
January 27, 1999
---------------------------
(Date)
/s/ William T. Thompson III
---------------------------
(Signature)
William T. Thompson III
---------------------------
(Name)
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
January 27, 1999
---------------------------
(Date)
/s/ Hugh M. Durden
---------------------------
(Signature)
Hugh M. Durden
---------------------------
(Name)
<PAGE> 6
19
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
January 27, 1999
---------------------------
(Date)
/s/ John F. Porter III
---------------------------
(Signature)
John F. Porter III
---------------------------
(Name)
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
January 27, 1999
---------------------------
(Date)
/s/ Herbert H. Peyton
---------------------------
(Signature)
Herbert H. Peyton
---------------------------
(Name)
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
January 27, 1999
-------------------------------------
(Date)
Alfred I. duPont Testamentary Trust
------------------------------------
(Name of Trust)
<PAGE> 7
20
/s/ Winfred L. Thornton
------------------------------------
(Signature)
Winfred L. Thornton
------------------------------------
(Name)
Chairman
------------------------------------
(Title)
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
January 27, 1999
-------------------------------------
(Date)
The Nemours Foundation
------------------------------------
(Name of Foundation)
/s/ Jacob C. Belin
------------------------------------
(Signature)
Jacob C. Belin
------------------------------------
(Name)
President
------------------------------------
(Title)
Date: January 27, 1999
