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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
(Amendment No. )*
Florida East Coast Industries, Inc.
(Name of Issuer)
Class B Common Stock, no par value
(Title of Class of Securities)
340632207
(Cusip Number)
Winfred L. Thornton
1650 Prudential Drive, Suite 300
Jacksonville, FL 32207
(904) 858-3148
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 9, 2000
(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 is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [].
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act.
**The total number of shares reported herein is 11,997,963, which constitutes
approximately 61.2% of the total number of shares outstanding. All ownership
percentages set forth herein assume that there are 19,609,216 Class B Common
shares outstanding.
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1. Name of Reporting Person:
A. I. DuPont Testamentary Trust
IRS Identification No. of Above Person (entities only)
59-0226560
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Florida
7. Sole Voting Power: 11,469,273 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: 11,997,963
Owned By
Each
Reporting 9. Sole Dispositive Power: 11,469,273 (1)
Person
With
10. Shared Dispositive Power: 11,997,963
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
11,997,963
12. Check Box if the Aggregate Amount in Row (11) excludes certain shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 61.2%
14. Type of Reporting Person: OO
------------
(1) Power is exercised through its six Trustees, W.L. Thornton, John S. Lord,
Hugh M. Durden, III, John F. Porter, III, Herbert H. Peyton, and William T.
Thompson, III
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1. Name of Reporting Person:
The Nemours Foundation
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Florida
7. Sole Voting Power: 515,761
Number of
Shares
Beneficially 8. Shared Voting Power: 11,997,963
Owned By
Each
Reporting 9. Sole Dispositive Power: 515,761
Person
With
10. Shared Dispositive Power: 11,997,963
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
11,997,963(1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 61.2%
14. Type of Reporting Person: OO
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(1) Through affilliation with DuPont Trust and Trustees
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1. Name of Reporting Person:
Winfred L. Thornton
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: 801
Number of
Shares
Beneficially 8. Shared Voting Power: 11,997,963
Owned By
Each
Reporting 9. Sole Dispositive Power: 801
Person
With
10. Shared Dispositive Power: 11,997,963
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
11,997,963 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 61.2%
14. Type of Reporting Person: IN
------------
(1) In his capacity as a trustee of DuPont Trust and a director of the Nemours
Foundation
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1. Name of Reporting Person:
John S. Lord
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: -0-
Number of
Shares
Beneficially 8. Shared Voting Power: 11,997,963 (1)
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: 11,997,963 (1)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
11,997,963 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 61.2%
14. Type of Reporting Person: IN
------------
(1) Solely in his capacity as a trustee of duPont Trust and a director of the
Nemours Foundation.
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1. Name of Reporting Person:
Hugh M. Durden, III
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: United States
7. Sole Voting Power: -0-
Number of
Shares
Beneficially 8. Shared Voting Power: 11,997,963 (1)
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: 11,997,963 (1)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
11,997,963
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 61.2%
14. Type of Reporting Person: IN
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(1) Solely in his capacity as a trustee of duPont Trust and a director of the
Nemours Foundation.
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1. Name of Reporting Person:
John F. Porter, III
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: -0-
Number of
Shares
Beneficially 8. Shared Voting Power: 11,997,963 (1)
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: 11,997,963 (1)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
11,997,963
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 61.2%
14. Type of Reporting Person: IN
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(1) Solely in his capacity as a trustee of the duPont Trust and a director of
the Nemours Foundation.
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1. Name of Reporting Person:
Herbert H. Peyton
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: 231
Number of
Shares
Beneficially 8. Shared Voting Power: 11,997,963 (1)
Owned By
Each
Reporting 9. Sole Dispositive Power: 231
Person
With
10. Shared Dispositive Power: 11,997,963 (1)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
11,997,963
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 61.2%
14. Type of Reporting Person: IN
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1. Name of Reporting Person:
William T. Thompson, III
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: 346
Number of
Shares
Beneficially 8. Shared Voting Power: 11,997,963
Owned By
Each
Reporting 9. Sole Dispositive Power: 11,551
Person
With
10. Shared Dispositive Power: 11,997,963
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
11,997,963
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 61.2%
14. Type of Reporting Person: IN
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Item 1. SECURITY AND ISSUER.
This statement relates to the Class B Common Stock, no par value (the
"Stock"), of Florida East Coast Industries, Inc. (the "Issuer"). The principal
executive offices of the Issuer are located at One Malaga Street, St. Augustine,
Florida 32085-1048.
Item 2. IDENTITY AND BACKGROUND.
(a) The undersigned hereby file this Schedule 13D on behalf of the A.I.
duPont Testamentary Trust, a Florida trust(the "duPont Trust"), The Nemours
Foundation, a Florida charitable foundation, and their trustees and directors:
Winfred L. Thornton, John S. Lord, Hugh M. Durden, III, John F. Porter, III,
Herbert H. Peyton, and William T. Thompson, III, collectively, the "Reporting
Persons." The Reporting Persons are making this single, joint filing because
they may be deemed to constitute a "group" within the meaning of Section
13(d)(3) of the Act, although neither the fact of this filing nor anything
contained herein shall be deemed to be an admission by the Reporting Persons
that a group exists.
(b) - (c)
A.I. duPont Testamentary Trust
The duPont Trust is a Florida testamentary trust. Its principal business
address is 1650 Prudential Drive, Suite 300, Jacksonville, FL 32207.
The Nemours Foundation
The Nemours Foundation is a Florida charitable hospital foundation. Its
principal business address is 1650 Prudential Drive, Suite 300, Jacksonville, FL
32207.
Winfred L. Thornton
Mr. Thornton's principal occupation is serving as a trustee of the duPont
Trust and a director of the Nemours Foundation. He is also a director of the
Issuer. His business address is 1650 Prudential Drive, Suite 300, Jacksonville,
FL 32207.
John S. Lord
Mr. Lord is retired from his previous position as President of Bank of
America-Central Florida and currently serves as a trustee of the duPont Trust
and a director of the Nemours Foundation. His address is 1672 Joeline Court,
Winter Park, FL 32730.
Hugh M. Durden, III
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Mr. Durden serves as a trustee for the duPont Trust and a director of the
Nemours Foundation. His principal occupation is in banking. He is employed by
Wachovia Coporate Services at 191 Peachtree St., Atlanta, GA 30303.
John F. Porter, III
Mr. Porter serves as a trustee for the duPont Trust and a director of the
Nemours Foundation. He is retired from his position as Chairman and CEO of the
Delaware Trust Company. His address is 4821 Kennett Pike, Wilmington, DE 19807.
Herbert H. Peyton
Mr. Peyton serves as a trustee for the duPont Trust and a director of the
Nemours Foundation. He is employed by the Gate Petroleum Company at P.O. Box
23627, Jacksonville, FL 32207.
William T. Thompson, III
Mr. Thompson serves as a trustee for the duPont Trust and a director of the
Nemours Foundation. He is employed as a financial consultant for A.G. Edwards.
His business address is 1313 East Main St., Richmond, VA 23219.
(d) None of the entities or persons identified in this Item 2 has, during
the last five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) None of the entities or persons identified in this Item 2 has, during
the last five years, 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 finding any violation with respect to such laws.
(f) All of the natural persons identified in this Item 2 are citizens of
the United States of America.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
All of the Reporting Persons received the Class B Common shares as a result
of a spin-off of the shares of the Issuer by its majority shareholder, St. Joe
Corporation, a publicly traded company, to its shareholders, on October 9, 2000.
Pursuant to a recapitalization and merger fully described in the Schedule 14A
filed by the Issuer on February 4, 2000, the Issuer was recapitalized and all of
the shares of the Issuer's common stock held by St. Joe were exchanged for an
equal number of Class B Common Stock. The Class B Common shares were then
distributed to the shareholders of St. Joe on a pro-rata basis.
Item 4. PURPOSE OF TRANSACTION.
All of the Reporting Persons received the Class B Common shares as a
result of a spin-off of the shares of the Issuer by its majority shareholder,
St. Joe Corporation, a publicly traded company, to its
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shareholders, on October 9, 2000. Pursuant to a recapitalization and merger
fully described in the Schedule 14A filed by the Issuer on February 4, 2000, the
Issuer was recapitalized and all of the shares of the Issuer's common stock held
by St. Joe were exchanged for an equal number of Class B Common Stock. All other
shares of the Issuer's common stock were re-designated Class A Common Stock. The
Class B Common Stock, which was distributed on a pro-rata basis to shareholders
of St. Joe common stock, carries the right to elect, as a class, at least 80% of
the Issuer's Board. Except for voting with respect to the election or removal of
directors, and the ability to receive in a merger transaction shares with the
same voting attributes, the Class B Common stock and the Class A Common Stock
are identical.
The Reporting Persons have no present plans or proposals that relate to or
that would result in any of the actions specified in clauses (a) through (j) of
Item 4 of Schedule 13D.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)
duPont Trust
The aggregate number of shares of the Stock that the duPont Trust owns
beneficially, pursuant to Rule 13d-3(d)(1)(i) of the Act, is 11,997,963, which
constitutes approximately 61.2% of the outstanding shares of the Stock.
Nemours Foundation
Because of its position as an affiliate of the duPont Trust, the Nemours
Foundation may, pursuant to Rule 13d-3 of the Act, be deemed to be the
beneficial owner of an aggregate of 11,997,963 shares of the Stock, which
constitutes approximately 61.2% of the outstanding shares of the Stock.
Winfred L. Thornton
Because of his position as one of six trustees of the duPont Trust and a
director of the Nemours Foundation, Mr. Thornton may, pursuant to Rule 13d-3 of
the Act, be deemed to be the beneficial owner of 11,997,963 shares of the Stock,
which constitutes approximately 61.2% of the outstanding shares of the Stock.
John S. Lord
Because of his position as one of six trustees of the duPont Trust and a
director of the Nemours Foundation, Mr. Lord may, pursuant to Rule 13d-3 of the
Act, be deemed to be the beneficial owner of 11,997,963 shares of the Stock,
which constitutes approximately 61.2% of the outstanding shares of the Stock.
Hugh M. Durden, III
Because of his position as one of six trustees of the duPont Trust and a
director of the Nemours Foundation, Mr. Durden may,
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pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
11,997,963 shares of the Stock, which constitutes approximately 61.2% of the
outstanding shares of the Stock.
John F. Porter, III
Because of his position as one of six trustees of the duPont Trust and a
director of the Nemours Foundation, Mr. Porter may, pursuant to Rule 13d-3 of
the Act, be deemed to be the beneficial owner of 11,997,963 shares of the Stock,
which constitutes approximately 61.2% of the outstanding shares of the Stock.
Herbert H. Peyton
Because of his position as one of six trustees of the duPont Trust and a
director of the Nemours Foundation, Mr. Peyton may, pursuant to Rule 13d-3 of
the Act, be deemed to be the beneficial owner of 11,997,963 shares of the Stock,
which constitutes approximately 61.2% of the outstanding shares of the Stock.
William T. Thompson, III
Because of his position as one of six trustees of the duPont Trust and a
director of the Nemours Foundation, Mr. Thompson may, pursuant to Rule 13d-3 of
the Act, be deemed to be the beneficial owner of 11,997,963 shares of the Stock,
which constitutes approximately 61.2% of the outstanding shares of the Stock.
(b)
duPont Trust
The duPont Trust has the sole voting and dispositive power with respect to
11,469,273 shares of the Stock, and shared voting and dispositive power with
respect to 11,997,963 shares of the Stock.
Nemours Foundation
The Nemours Foundation has sole voting and dispositive power with respect
to 515,761 shares of the Stock and shared voting and dispositive power with
respect to 11,997,963 shares of the Stock.
Winfred L. Thornton
Mr. Thornton has sole voting and dispositive power with respect to 801
shares of the Stock and shared voting and dispositive power with respect to
11,997,963 shares of the Stock.
John S. Lord
Mr. Lord has shared voting and dispositive power with respect to 11,997,963
shares of the Stock.
Hugh M. Durden, III
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Mr. Durden has shared voting and dispositive power with respect to
11,997,963 shares of the Stock.
John F. Porter, III
Mr. Porter has shared voting and dispositive power with respect to
11,997,963 shares of the Stock.
Herbert H. Peyton
Mr. Peyton has sole voting and dispositive power with respect to 231 shares
of the Stock and shared voting and dispositive power with respect to 11,997,963
shares of the Stock.
William T. Thompson, III
Mr. Thompson has sole voting power with respect to 346 shares of the Stock
and sole dispositive power with respect to 11,551 shares of the stock. He has
shared voting and dispositive power with respect to 11,997,963 shares of the
Stock.
(c)
To the best of the knowledge of each of the Reporting Persons, none of the
persons named in response to paragraph (a) has effected any transactions in the
shares during the past 60 days.
(d) Each of the Reporting Persons affirms that no person other than such
Reporting Person 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 Stock owned
by such Reporting Person.
(e) Not applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
The duPont Trust and the Nemours Foundation (the "Charities") have entered
into a Shareholders Agreement with the Issuer dated as of October 26, 1999,
which is attached as Appendix C to the Schedule 14A filed by the Issuer on
February 4, 2000. The Shareholders Agreement, which is incorporated herein by
reference, imposes restrictions on the Charities' ability to dispose of their
shares of the Issuer's common stock or purchase additional shares of the
Issuer's common stock after the distribution of the Class B Common Stock
described herein. In addition, the Charities are restricted in their ability to
freely vote their shares of Class B Common Stock.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
1. The Shareholders Agreement between the Charities and the Issuer,
dated as of October 26, 1999, and attached as Appendix C to the Schedule 14A
filed by the Issuer on February 4, 2000, is incorporated herein by reference.
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2. Joint Filing Agreement of the Reporting Persons
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.
DATED: October 19, 2000
The duPont Testamentary Trust
By: /s/ Winfred L. Thornton
Winfred L. Thornton, Trustee
The Nemours Foundation
By: /s/ Winfred L. Thornton
Winfred L. Thornton, Trustee
/s/ Winfred L. Thornton
WINFRED L. THORNTON
/s/ John S. Lord
JOHN S. LORD
/s/ Hugh M. Durden, III
HUGH M. DURDEN, III
/s/ John F. Porter, III
JOHN F. PORTER, III
/s/ Herbert H. Peyton
HERBERT H. PEYTON
/s/ William T. Thompson, III
WILLIAM T. THOMPSON, III
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