===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Florida East Coast Industries, Inc.
(Exact Name of Registrant as Specified in Its Charter)
FLORIDA 59-2349968
(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
<TABLE>
1 Malaga Street
St. Augustine, Florida 32084
(Address of Principal Executive Offices) (Zip Code)
<S> <C>
If this form relates to the registration If this form relates to the registration
of a class of securities pursuant to of a class of securities pursuant to
Section 12(b) of the Exchange Act Section 12(g) of the Exchange Act and is
and is effective pursuant to General effective pursuant to General Instruction A
Instruction A.(c), please check the (d), please check the following box.[ ]
following box. [X]
</TABLE>
<TABLE>
<S> <C>
Securities Act registration statement file number to which this form relates: _______________________
(If applicable)
</TABLE>
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
------------------- ------------------------------
Series A Participating Cumulative New York Stock Exchange
Preferred Stock Purchase Rights
Securities to be registered pursuant to Section 12(g) of the Act:
(Title of Clase)
----------------
none
================================================================================
Item 1: Description of Registrant's Securities to be Registered
The Board of Directors of Florida East Coast Industries, Inc. (the
"Company") has declared a dividend of one preferred stock purchase right (a
"Right") for each outstanding share of Class A common stock, no par value per
share (the "Class A Common Stock") and Class B common stock, no par value per
share (the "Class B Common Stock" and together with the Class A Common Stock,
the "Common Stock"), of the Company. The Class B Common Stock is a new class of
stock that is expected to be distributed to The St. Joe Company ("St. Joe")
shareholders on or as soon as practicable following October 9, 2000, in
connection with a recapitalization of St. Joe's approximate 54% equity interest
in the Company. The dividend will be payable upon the recapitalization and
distribution of the Class B common stock. After the recapitalization and
distribution of the Class B Common Stock, St. Joe will no longer have an equity
interest in the Company.
Prior to the Distribution Date (as defined below), the Rights will be
evidenced by the certificates for and will be transferred with the Common
Stock, and the registered holders of the Common Stock will be deemed to be the
registered holders of the Rights. After the Distribution Date, the Rights Agent
will mail separate certificates evidencing the Rights to each record holder of
the Common Stock as of the close of business on the Distribution Date, and
thereafter the Rights will be transferable separately from the Common Stock.
The "Distribution Date" generally means the earlier of (i) the close of
business on the 10th day after the date (the "Stock Acquisition Date") of the
first public announcement that a person (other than the Company or any of its
subsidiaries or any employee benefit plan of the Company or any such
subsidiary) has acquired beneficial ownership of (A) 62% or more of the
outstanding shares of Class B Common Stock or (B) 39% or more of the
outstanding shares of Common Stock (in either case, an "Acquiring Person") and
(ii) the close of business on the 10th business day (or such later day as may
be designated by the Board of Directors before any person has become an
Acquiring Person) after the date of the commencement of a tender or exchange
offer by any person which would, if consummated, result in such person becoming
an Acquiring Person. Notwithstanding the foregoing, a person will not become an
Acquiring Person if such person acquires stock pursuant to an offer to purchase
all of the outstanding shares of Common Stock for identical per share
consideration for each class of Common Stock.
Prior to the Distribution Date, the Rights will not be exercisable. After
the Distribution Date (but before any person has become an Acquiring Person),
each Right will be exercisable to purchase, for $250 (the "Purchase Price"),
one one-hundredth of a share of Series A Participating Cumulative Preferred
Stock, no par value per share (the "Preferred Stock"). The terms and conditions
of the Rights are set forth in a Rights Agreement dated as of October 9, 2000
between the Company and First Union National Bank, as Rights Agent (the "Rights
Agreement"), a copy of which is attached as an exhibit hereto and the
description hereof is qualified in its entirety by reference thereto.
If any person has become an Acquiring Person (but none of the events
described in the second succeeding paragraph has occurred), each Right (other
than Rights beneficially owned by the Acquiring Person and certain affiliated
persons) will entitle the holder, after the Distribution Date, to purchase, for
the Purchase Price, a number of shares of Class B Common Stock having a market
value of twice the Purchase Price.
At any time after any person has become an Acquiring Person (but before
any person becomes the beneficial owner of 50% or more of the outstanding
shares of Common Stock or the occurrence of any of the events described in the
next paragraph), the Board of Directors may exchange all or part of the Rights
(other than Rights beneficially owned by an Acquiring Person and certain
affiliated persons) for shares of Class B Common Stock at an exchange ratio of
one share of Class B Common Stock per Right.
If, after any person has become an Acquiring Person, (1) the Company is
involved in a merger or other business combination in which the Company is not
the surviving corporation or its Common Stock is exchanged for other securities
or assets or (2) the Company and/or one or more of its subsidiaries sell or
otherwise transfer assets or earning power aggregating more than 50% of the
assets or earning power of the Company and its subsidiaries, taken as a whole,
then each Right will entitle the holder, after the Distribution Date, to
purchase, for the Purchase Price, a number of shares of common stock of the
other party to such business combination or sale (or in certain circumstances,
an affiliate) having a market value of twice the Purchase Price.
2
<PAGE>
The Board of Directors may redeem all of the Rights at a price of $0.01
per Right at any time before any person has become an Acquiring Person.
The Rights will expire on October 10, 2010, unless earlier exchanged or
redeemed.
For so long as the Rights are redeemable, the Rights Agreement may be
amended in any respect with the approval of not less than 80% of the directors
of the Registrant or the approval of the holders of not less than 2/3 of the
total outstanding shares of common stock of the Registrant (with Class A and
Class B voting together as a single class). At any time when the Rights are no
longer redeemable, the Rights Agreement may be amended in any respect that does
not adversely affect Rights holders (other than any Acquiring Person and
certain affiliated persons), cause the Rights Agreement to become amendable
except as set forth in this sentence or cause the Rights again to become
redeemable.
Rights holders have no rights as a stockholder of the Company, including
the right to vote and to receive dividends.
The Rights Agreement includes antidilution provisions designed to prevent
efforts to diminish the effectiveness of the Rights.
As of October 4, 2000 there were 36,449,395 shares of Common Stock
outstanding and 2,600,000 shares of Common Stock reserved for issuance under
the Company's stock option plans. Each outstanding share of Common Stock on the
Record Date will receive one Right. Shares of Common Stock issued after the
Record Date and prior to the Distribution Date will be issued with a Right
attached so that all shares of Common Stock outstanding prior to the
Distribution Date will have Rights attached. 500,000 shares of Preferred Stock
have been reserved for issuance upon exercise of the Rights.
The Rights would be expected to have certain anti-takeover effects. The
Rights may cause substantial dilution to a person that attempts to acquire the
Company without a condition to such an offer that a substantial number of the
Rights be acquired or that the Rights be redeemed or declared invalid. The
Rights should not interfere with any merger or other business combination
approved by the Board of Directors since the Rights may be redeemed by the
Company as described above.
While the dividend of the Rights will not be taxable to stockholders or to
the Company, stockholders or the Company may, depending upon the circumstances,
recognize taxable income in the event that the Rights become exercisable as set
forth above.
The foregoing description of the Rights Agreement is qualified in its
entirety by reference to the full text of the Rights Agreement, which is
attached hereto as Exhibit 1 and incorporated herein by reference.
Item 2. Exhibits
1. Rights Agreement dated as of October 9, 2000 between Florida East Coast
Industries, Inc. and First Union National Bank, as Rights Agent, which
includes the Form of Certificate of Designation of Series A Participating
Cumulative Preferred Stock as Exhibit A, the Form of Right Certificate as
Exhibit B and the Summary of Terms of the Rights Agreement as Exhibit C.
3
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
FLORIDA EAST COAST INDUSTRIES, INC.
By: /s/ Heidi J. Eddins
--------------------------------
Name: Heidi J. Eddins
Title: Executive Vice President,
Secretary and General
Counsel
Dated: October 4, 2000
