February 14, 2000
Dear Colleague and Fellow Shareholder:
As an owner of Florida East Coast Industries in the company's 401K plan,
you will receive a proxy statement and card to solicit your vote on the spin-off
transaction from St. Joe that was announced last October. As you recall, St. Joe
currently owns 54 percent of our company, and has agreed to a tax-free
distribution of that majority stake to its own shareholders.
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importantly, we will be able to pursue independent business opportunities,
borrow money when required, and use stock of the company as a source of capital,
if appropriate. In addition, the stock will be more widely held by the public
(rather than by St. Joe), and interest in the company should be enhanced
For the transaction to occur, it is necessary for the shareholders to
approve the creation of a new class of stock to be owned by the St. Joe
shareholders and to approve a number of amendments to the company's article of
incorporation and bylaws. Shareholders will act on these matters at a special
meeting on March 8, 2000.
As employee-owners, you demonstrate your confidence in our ability to
serve the best interests of our employees and our shareholders. The management
team strongly believes that this transaction is in the best interest of both
groups. The Board of Directors has also unanimously recommended shareholder
approval. I encourage you to vote at your earliest convenience in favor of the
two items listed on your proxy card.
This may be the first proxy card you have received as a shareholder. First
Union, the manager of the 401K plan, votes your proxy on routine matters. This
transaction, because it is not routine, requires the actual votes of the
beneficial owners of FECI. Realizing that you do have a voice in a transaction
that can be a defining moment in the company's history, I encourage you to take
this decision seriously.
We believe the approval of the spin-off transaction can be the beginning
of a new era for our company. Your vote will help make this exciting opportunity
a reality for FECI. Please remember to mail your proxy card as soon as possible.
Sincerely,
Robert W. Anestis
