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)
Common Stock, no par value
(Title of Class of Securities)
340632108
(Cusip Number)
J. Taylor Crandall
201 Main Street, Suite 3100
Fort Worth, Texas 76102
(817) 390-8500
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 4, 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 (however, see the
Notes).
**The total number of shares reported herein is 1,826,000, which constitutes
approximately 5.0% of the total number of shares outstanding. All ownership
percentages set forth herein assume that there are 36,418,938 shares
outstanding.
<PAGE>
1. Name of Reporting Person:
Alpine Capital, L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: WC
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: 1,493,900 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 1,493,900 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,493,900
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 4.1%
14. Type of Reporting Person: PN
- ------------
(1) Power is exercised through its two general partners, Robert W. Bruce III
and Algenpar, Inc.
<PAGE>
1. Name of Reporting Person:
Robert W. Bruce 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: 1,493,900 (1)
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: 1,493,900 (1)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,493,900 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 4.1%
14. Type of Reporting Person: IN
- -------------
(1) Solely in his capacity as one of two general partners of Alpine Capital,
L.P.
<PAGE>
1. Name of Reporting Person:
Algenpar, Inc.
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: Texas
7. Sole Voting Power: -0-
Number of
Shares
Beneficially 8. Shared Voting Power: 1,493,900 (1)(2)
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: 1,493,900 (1)(2)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,493,900 (2)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 4.1%
14. Type of Reporting Person: CO
- ------------
(1) Power is exercised through its President, J. Taylor Crandall.
(2) Solely in its capacity as one of two general partners of Alpine Capital,
L.P.
<PAGE>
1. Name of Reporting Person:
J. Taylor Crandall
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: 1,493,900 (1)
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: 1,493,900 (1)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,493,900 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 4.1%
14. Type of Reporting Person: IN
- ------------
(1) Solely in his capacity as President and sole stockholder of Algenpar, Inc.,
which is one of two general partners of Alpine Capital, L.P.
<PAGE>
1. Name of Reporting Person:
Keystone, Inc.
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: Texas
7. Sole Voting Power: 332,100 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 332,100 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
332,100
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.9%
14. Type of Reporting Person: CO
- -------------
(1) Power is exercised through its President, Robert M. Bass.
<PAGE>
1. Name of Reporting Person:
Robert M. Bass
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: 332,100 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 332,100 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
332,100 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.9%
14. Type of Reporting Person: IN
- -------------
(1) Solely in his capacity as President of Keystone, Inc.
<PAGE>
Item 1. SECURITY AND ISSUER.
This statement relates to the 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) Pursuant to Rules 13d-1(f)(1)-(2) of Regulation 13D-G of the General
Rules and Regulations under the Act, the undersigned hereby file this Schedule
13D Statement on behalf of Alpine Capital, L.P., a Texas limited partnership
("Alpine"), Robert W. Bruce III ("R. Bruce"), Algenpar, Inc., a Texas
corporation ("Algenpar"), J. Taylor Crandall ("Crandall"), Keystone, Inc., a
Texas corporation ("Keystone") and Robert M. Bass ("R. Bass"). Alpine, R.
Bruce, Algenpar, Crandall, Keystone and R. Bass are sometimes hereinafter
collectively referred to as 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)
ALPINE
Alpine is a Texas limited partnership, the principal business of which is
the purchase, sale, exchange, acquisition and holding of investment securities.
The principal business address of Alpine, which also serves as its principal
office, is 201 Main Street, Suite 3100, Fort Worth, Texas 76102. Pursuant to
Instruction C to Schedule 13D of the Act, information with respect to R. Bruce
and Algenpar, the two general partners of Alpine, is set forth below.
R. BRUCE
R. Bruce's principal occupation or employment is serving as a principal of
The Robert Bruce Management Company., Inc. ("Bruce Management"). R. Bruce's
business address is 96 Spring Street, South Salem, New York 10590.
Bruce Management is a New York corporation, the principal business of which
is providing consulting services and rendering investment advice to Alpine. The
principal business address of Bruce Management, which also serves as its
principal office, is 96 Spring Street, South Salem, New York 10590.
ALGENPAR
Algenpar is a Texas corporation, the principal business of which is serving
as one of two general partners of Alpine. The principal business address of
Algenpar, which also serves as its principal office, is 201 Main Street, Suite
3100, Fort Worth, Texas 76102.
CRANDALL
Crandall's principal occupation or employment is serving as Vice President-
Finance of Keystone. Crandall's business address is 201 Main Street, Suite
3100, Fort Worth, Texas 76102.
KEYSTONE
Keystone is a Texas corporation, the principal businesses of which are
investment in marketable securities, real estate investment and development,
ownership and operation of oil and gas properties (through Bass Enterprises
Production Co. ["BEPCO"]), the ownership and operation of gas processing plants
and carbon black plants (through various partnerships) and the ownership of
interests in entities engaged in a wide variety of businesses. The principal
business address of Keystone, which also serves as its principal office, is 201
Main Street, Suite 3100, Fort Worth, Texas 76012. Pursuant to Instruction C to
Schedule 13D of the Act, the name, residence or business address, and present
principal occupation or employment of each director, executive officer and
controlling person of Keystone are as follows:
RESIDENCE OR PRINCIPAL OCCUPATION
NAME BUSINESS ADDRESS OR EMPLOYMENT
R. Bass 201 Main St., Suite 3100 President of Keystone Fort
Worth, TX 76102
Crandall 2775 Sand Hill Road Vice President and
Suite 220 Chief
Operating Officer
Menlo Park, CA 94025
of Keystone and
Managing
Director of
Oak Hill Capital
Management, Inc.
David G. Brown 2460 Sand Hill Road Managing Partner of
Suite 300 Oak Hill Venture
Menlo Park, CA 94025 Partners, L.P.
Daniel L. Doctoroff 65 E. 55th Street Managing Director of
New York, NY 10022 Oak Hill Capital
Management, Inc.
Steven Gruber 65 E. 55th Street Managing Director of
New York, NY 10022 Oak Hill Capital
Management, Inc.
Mark A. Wolfson 2775 Sand Hill Road Managing Director of
Suite 220 Oak Hill Capital
Menlo Park, CA 94025 Management, Inc.
W. Robert Cotham 201 Main St., Suite 2600 Vice President/
Fort Worth, TX 76102 Controller of BEPCO
Gary W. Reese 201 Main St., Suite 2600 Treasurer of BEPCO
Fort Worth, TX 76102
James N. Alexander 2460 Sand Hill Road Managing Director of
Suite 300 Oak Hill Capital
Menlo Park, CA 94025 Management, Inc.
John R. Monsky 65 E. 55th Street Managing Director of
New York, NY 10022 Oak Hill Capital
Management, Inc.
Oak Hill Capital Management, Inc. is a Delaware corporation, the principal
business of which is serving as an investment consultant to Oak Hill Capital
Partners, L.P. ("Oak Hill"). Oak Hill is a Delaware limited partnership, formed
to make control investments in operating companies through acquisitions, build-
ups, recapitalizations, restructurings or significant minority stakes. The
principal business address of Oak Hill Capital Management, Inc. is 65 E. 55th
Street, New York, NY 10022.
Oak Hill Venture Partners, L.P. is a Delaware limited partnership, the
principal business of which is the purchase, sale, exchange, acquisition and
holding of investment securities. The principal business address of Oak Hill
Venture Partners, L.P. is 2460 Sand Hill Road, Suite 300, Menlo Park, California
94025.
BEPCO is a Texas corporation, the principal business of which is oil
exploration and drilling and producing hydrocarbons. The principal business
address of BEPCO, which also serves as its principal office, is 201 Main Street,
Suite 3100, Fort Worth, Texas 76102.
R. BASS
See above.
(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.
The source and amount of the funds used by the Reporting Persons to
purchase the shares of the Stock are as follows:
REPORTING PERSON SOURCE OF FUNDS AMOUNT OF FUNDS
Alpine Working Capital(1) $54,890,165.32 (2)
R. Bruce Not Applicable Not Applicable
Algenpar Not Applicable Not Applicable
Crandall Not Applicable Not Applicable
Keystone Working Capital (1) $10,336,099.20
R. Bass Not Applicable Not Applicable
(1) As used herein, the term "Working Capital" includes income from the
business operations of the entity plus sums borrowed from banks and brokerage
firm margin accounts to operate such business in general. None of the funds
reported herein as "Working Capital" were borrowed or otherwise obtained for the
specific purpose of acquiring, handling, trading or voting the shares of the
Stock.
(2) This figure represents the total amount expended by Alpine for all
purchases of shares of the Stock without subtracting sales; therefore, such
figure does not represent Alpine's net investment in shares of the Stock.
Alpine's net investment in shares of the Stock is $47,438,036.30.
Item 4. PURPOSE OF TRANSACTION.
The Reporting Persons acquired and continue to hold the shares reported
herein for investment purposes. Depending on market conditions and other
factors that the Reporting Persons may deem material to their respective
investment decisions, the Reporting Persons may purchase additional shares in
the open market or in private transactions. Depending on these same factors,
the Reporting Persons may sell all or a portion of the shares on the open market
or in private transactions.
Except as set forth in this Item 4, 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 of the Act.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)
ALPINE
The aggregate number of shares of the Stock that Alpine owns beneficially,
pursuant to Rule 13d-3(d)(1)(i) of the Act, is 1,493,900, which constitutes
approximately 4.1% of the outstanding shares of the Stock.
R. BRUCE
Because of his position as one of two general partners of Alpine, R. Bruce
may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
an aggregate of 1,493,900 shares of the Stock, which constitutes approximately
4.1% of the outstanding shares of the Stock.
ALGENPAR
Because of its position as one of two general partners of Alpine, Algenpar
may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
1,493,900 shares of the Stock, which constitutes approximately 4.1% of the
outstanding shares of the Stock.
CRANDALL
Because of his position as President and sole stockholder of Algenpar, one
of two general partners of Alpine, Crandall may, pursuant to Rule 13d-3 of the
Act, be deemed to be the beneficial owner of 1,493,900 shares of the Stock,
which constitutes approximately 4.1% of the outstanding shares of the Stock.
KEYSTONE
The aggregate number of shares of the Stock that Keystone owns
beneficially, pursuant to Rule 13d-3(d)(1)(i) of the Act, is 332,100, which
constitutes approximately 0.9% of the outstanding shares of the Stock.
R. BASS
Because of his position as President of Keystone, R. Bass may, pursuant to
Rule 13d-3 of the Act, be deemed to be the beneficial owner of 332,100 shares of
the Stock, which constitutes approximately 0.9% of the outstanding shares of the
Stock.
To the best of the knowledge of each of the Reporting Persons, other than
as set forth above, none of the persons named in Item 2 herein is the beneficial
owner of any shares of the Stock.
(b)
ALPINE
Acting through its two general partners, Alpine has the sole power to vote
or to direct the vote and to dispose or to direct the disposition of 1,493,900
shares of the Stock.
R. BRUCE
As one of two general partners of Alpine, R. Bruce has shared power to vote
or to direct the vote and to dispose or to direct the disposition of 1,493,900
shares of the Stock.
ALGENPAR
As one of two general partners of Alpine, Algenpar has shared power to vote
or to direct the vote and to dispose or to direct the disposition of 1,493,900
shares of the Stock.
CRANDALL
As the President and sole stockholder of Algenpar, which is one of two
general partners of Alpine, Crandall has shared power to vote or to direct the
vote and to dispose or to direct the disposition of 1,493,900 shares of the
Stock.
KEYSTONE
Acting through its President, Keystone has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 332,100 shares of
the Stock.
R. BASS
As President of Keystone, R. Bass has sole power to vote or to direct the
vote and to dispose or to direct the disposition of 332,100 shares of the Stock.
(c) During the past sixty days, Alpine has purchased shares of the Stock
in open market transactions on the New York Stock Exchange as follows:
NO. OF SHARES PRICE PER
DATE PURCHASED UNIT
3/17/00 5,500 $ 44.34
3/20/00 10,200 44.86
3/22/00 3,100 45.92
3/23/00 6,500 45.90
3/28/00 5,000 45.97
4/04/00 6,000 44.80
During the past sixty days, Keystone has purchased shares of the Stock in
open market transactions on the New York Stock Exchange as follows:
NO. OF SHARES PRICE PER
DATE PURCHASED UNIT
2/11/00 2,000 $ 41.55
2/17/00 4,100 41.05
2/18/00 3,000 41.21
2/18/00 5,000 41.05
2/23/00 2,000 40.60
2/24/00 6,200 40.56
2/25/00 4,500 40.08
2/28/00 5,000 39.39
2/29/00 7,500 39.05
3/01/00 3,000 40.05
3/02/00 2,000 40.55
3/03/00 9,500 40.46
3/06/00 1,000 40.42
3/07/00 10,000 39.55
3/08/00 6,000 39.81
3/09/00 2,000 42.67
3/10/00 13,000 43.67
3/13/00 5,000 43.05
3/15/00 3,000 43.87
Except as set forth in this paragraph (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.
Except as set forth herein or in the Exhibit filed or to be filed herewith,
there are no contracts, arrangements, understandings or relationships with
respect to the shares owned by the Reporting Persons.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 99.1 -- Agreement pursuant to Rule 13d-1(k)(1)(iii).
<PAGE>
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: April 11, 2000
ALPINE CAPITAL, L.P.
By: /s/ Robert W. Bruce III
Robert W. Bruce III,
Manager
/s/ Robert W. Bruce III
ROBERT W. BRUCE III
ALGENPAR, INC.
By: /s/ J. Taylor Crandall
J. Taylor Crandall,
President
/s/ J. Taylor Crandall
J. TAYLOR CRANDALL
KEYSTONE,
INC.
By: /s/ Kevin G. Levy
Kevin G. Levy,
Vice President
/s/ Kevin G. Levy
Kevin G. Levy,
Attorney-in-Fact for:
ROBERT M. BASS (1)
(1) A Power of Attorney authorizing Kevin G. Levy, et al., to act on behalf of
Robert M. Bass previously has been filed with the Securities and Exchange
Commission.
<PAGE> EXHIBIT INDEX
EXHIBIT DESCRIPTION
99.1 Agreement pursuant to Rule 13d-1(k)(1)(iii), filed herewith
Exhibit 99.1
Pursuant to Rule 13d-1(k)(1)(iii) of Regulation 13D-G of the General Rules
and Regulations of the Securities and Exchange Commission under the Securities
Exchange Act of 1934, as amended, the undersigned agrees that the statement to
which this Exhibit is attached is filed on behalf of each of them in the
capacities set forth below.
ALPINE CAPITAL, L.P.
By: /s/ Robert W. Bruce III
Robert W. Bruce III,
Manager
/s/ Robert W. Bruce III
ROBERT W. BRUCE III
ALGENPAR, INC.
By: /s/ J. Taylor Crandall
J. Taylor Crandall,
President
/s/ J. Taylor Crandall
J. TAYLOR CRANDALL
KEYSTONE, INC.
By: /s/ Kevin G. Levy
Kevin G. Levy,
Vice President
/s/ Kevin G. Levy
Kevin G. Levy,
Attorney-in-Fact for:
ROBERT M. BASS (1)
(1) A Power of Attorney authorizing Kevin G. Levy, et al., to act on behalf of
Robert M. Bass previously has been filed with the Securities and Exchange
Commission.
