Exhibit 1
FORM OF CLASS B CERTIFICATE FOLLOWS:
TEMPORARY CERTIFICATE-EXCHANGEABLE FOR DEFINITIVE ENGRAVED
CERTIFICATE WHEN READY FOR DELIVERY
FLORIDA EAST COAST INDUSTRIES, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF FLORIDA
THIS CERTIFICATE IS TRANSFERABLE IN NEW YORK, NEW YORK AND
CHARLOTTE, NORTH CAROLINA
CLASS B COMMON STOCK CUSIP 340632 20 7
NO PAR VALUE SEE REVERSE FOR CERTAIN DEFINITIONS
This Certifies that
is the owner of
SHARES OF THE FULLY PAID AND NON-ASSESSABLE CLASS B COMMON STOCK OF
FLORIDA EAST COAST INDUSTRIES, INC.
transferable on the books of said Corporation by the holder hereof in person
or by duly authorized Attorney upon surrender of this certificate
properly endorsed. This certificate is not valid until
countersigned by the Transfer Agent and registered by
the Registrar. Witness the facsimile of the
Corporation and the facsimile signatures
of its duly authorized Officers
Dated
EXECUTIVE VICE PRESIDENT CHAIRMAN, PRESIDENT AND
CORPORATE SECRETARY AND CHIEF EXECUTIVE OFFICER
GENERAL COUNSEL
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FLORIDA EAST COAST INDUSTRIES, INC.
A certified copy of the provisions of the Certificate of
Incorporation of the Corporation authorizing the issuance of
this stock will be furnished by the Corporation, or its
Transfer Agent, without cost, to and upon the request of the
holder hereof.
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM -- as tenants UNIF GIFT MIN ACT -______Custodian______
TEN ENT -- as tenants by the entireties (Cust) (Minor)
JT TEN -- as joint tenants with right under Uniform Gifts to Minors
of survivorship and not as Act ______________________
tenants in common (State)
Additional abbreviations may also be used though not in the
above list.
For value received, ________________________hereby sell, assign and transfer
into PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
____________________________________________
____________________________________________
_______________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
__________________________________________________shares
of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
_______________________________________________________________________Attorney
to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.
Dated_______________________________
_______________________________________________________
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND
WITH THE NAME AS WRITTEN UPON THE FACE OF THE
CERTIFICATE IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATEVER.
SIGNATURE(S) GUARANTEED: ______________________________________________________
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE
GUARANTOR INSTITUTION BANKS, STOCKBROKER SAVINGS AND
LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN
AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM,
PURSUANT TO S.E.C. RULE 17ad-15.
This certificate also evidences certain Rights as set forth in a Rights
Agreement between Florida East Coast Industries, Inc. and First Union National
Bank as Rights Agent, dated as of October 9, 2000 and as amended from time to
time (the "Rights Agreement"), the terms of which are hereby incorporated
herein by reference and a copy of which is on file at the principal executive
offices of the Company. the Company will mail to the holder of this certificate
a copy of the Rights Agreement without charge promptly after receipt of a
written request therefore. Under certain circumstances, as set forth in the
Rights Agreement, such Rights may be evidenced by separate certificates and no
longer be evidenced by this certificate, may be redeemed or exchanged or may
expire. As set forth in the Rights Agreement, Rights issued to, or held by, any
person who is,
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was or becomes an Acquiring Person or an Affiliate or Associate thereof (as
such terms are defined in the Rights Agreement), whether currently held by or
on behalf of such Person or by any subsequent holder, may be null and void
KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, MUTILATED OR
DESTROYED, THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO
THE ISSUANCE OF A REPLACEMENT CERTIFICATE.
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