ST. JOE PAPER COMPANY
P. O. BOX 1380
JACKSONVILLE, FLORIDA 32201
March 24, 1995
TO THE HOLDERS OF COMMON STOCK OF
ST. JOE PAPER COMPANY
NOTICE OF ANNUAL MEETING
The Annual Meeting of Shareholders of St. Joe Paper Company will be held on
Tuesday, May 9, 1995 at 10:30 A. M. Eastern Daylight Savings Time, in the
Admiralty Room, Marina Hotel and Convention Center at St. Johns Place. 1515
Prudential Drive, Jacksonville, Florida. The meeting will be held to consider
and act upon the following matters, namely:
1. To elect a Board of eleven directors for the ensuing year and
until their successors are duly elected and qualified.
2. To transact such other business as may properly come before
the Meeting or any adjournment or adjournments thereof.
Shareholders of record at the close of business on March 24, 1995 are entitled
to notice of and to vote at the Annual Meeting.
All shareholders are cordially invited and urged to attend the meeting in
person. The holders of a majority of the outstanding shares entitled to vote
at the Meeting, present in person or by proxy, shall constitute a quorum.
This notice and the accompanying proxy material contains important information
regarding the Company and matters to be acted upon at the Annual Meeting.
BY ORDER OF THE BOARD OF DIRECTORS
RONALD A. ANDERSON
CORPORATE SECRETARY
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING, WHETHER OR
NOT YOU PLAN TO ATTEND THE MEETING, PLEASE RETURN THE PROXY IN THE ENCLOSED
ENVELOPE PROMPTLY.
ST. JOE PAPER COMPANY
P. O. BOX 1380
JACKSONVILLE, FLORIDA 32201
PROXY STATEMENT
This Proxy Statement is being mailed by order of the Board of Directors of St.
Joe Paper Company, a Florida Corporation, ("St. Joe" or the "Company") to all
shareholders as of March 24, 1995 in connection with the 1995 Annual Meeting
of Shareholders to be held May 9, 1995 and any adjournment or adjournments
thereof.
St. Joe's address is Suite 400, duPont Center, 1650 Prudential Drive,
Jacksonville, Florida 32207, and the telephone number is (904) 396-6600.
A copy of St. Joe's 1994 Annual Report containing financial data and a summary
of operations for 1994 is being mailed to the Company's shareholders with this
Proxy Statement. Copies of St. Joe's 1994 Form 10-K are available to
shareholders without charge upon written request to St. Joe, Attention: Ronald
A. Anderson, Corporate Secretary, P. O. Box 1380, Jacksonville, Florida 32201.
SOLICITATION AND VOTING AT THE MEETING
The enclosed proxy is being solicited by the Company for use in connection with
the Annual Meeting of St. Joe shareholders to be held May 9, 1995.
The expenses of preparing, assembling, and mailing the proxy material and of
reimbursing brokers, nominees, and fiduciaries for the out-of-pocket and
clerical expenses of transmitting copies of the proxy material to the
beneficial owners of shares held of record by such persons will be borne by
the Company.
The securities entitled to be voted at the meeting are the issued and
outstanding shares of common stock of St. Joe. Only shareholders of record at
the close of business on March 24, 1995 will be entitled to vote at the
meeting. As of March 24, 1995 there were 30,498,650 issued and outstanding
shares of common stock, no par value. Each share is entitled to one vote at
the meeting. Cumulative voting is not authorized.
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A proxy may be revoked by a shareholder at any time prior to its being voted by
written notice to the Corporate Secretary of St. Joe or by attendance and
voting in person at the Annual Meeting. If a proxy is properly signed and is
not revoked by the shareholder, the shares it represents will be voted at the
meeting in accordance with the instructions of the shareholder.
Proxies will be voted as directed. If no direction is made, it will be voted
in favor of the election of the nominees as directors.
A quorum at the Annual Meeting consists of a majority of the common stock
represented in person or by proxy. The vote of a majority of such quorum is
required to decide any question that may come before the meeting.
ELECTION OF DIRECTORS
St. Joe's By-laws provide that the shareholders shall annually fix the number
of directors to serve, which number shall not be less than nine nor more than
fifteen. Between Annual Meetings, the Board may fill such vacancies as they
occur. As of March 24, 1995, there were eleven directors serving on the Board.
The Board of Directors is recommending to the shareholders that they fix the
number of directors to be elected at the May 9, 1995 Annual Meeting to serve
for the ensuing year at eleven. Each shareholder is entitled to as many votes
for each director as equals the number of his shares. Directors will be
elected by majority vote of the votes cast.
The eleven persons named below are the nominees for election as directors.
The enclosed proxy will be voted for the election of these directors unless
otherwise indicated by the shareholder. Eight of the nominees listed below
are now members of the Board of Directors and are standing for reelection.
Three members of the current Board of Directors are not standing for
reelection, they are Messrs. E. C. Brownlie, E. T. Ford and S. D. Fraser. Mr.
Brownlie has served as a director since 1982; Mr. Ford since 1989; and Mr.
Fraser since 1982. Messrs. J. F. Quindlen, Mr. F. S. Shaw, Jr. and Mr. C. F.
Zellers have not previously been directors of the Company. The Company knows
of no reason why any nominee for director, as named below, would be unable to
serve but, should any nominee become unavailable for election for any reason,
the persons named in the proxy shall have the right to use their discretion to
vote for a substitute.
On the following pages there is information concerning the eleven nominees for
director stating, among other things, their name, age, position and offices
held with the Company, and a brief description of their business experience.
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JACOB C. BELIN
Chairman of the Executive Committee Director since 1953
Age 80
Mr. Belin has been an officer of St. Joe since 1952, was President from 1968
to 1984 and Chairman of the Board and Chief Executive Officer (CEO) from 1982
to June, 1991. He is an officer and/or director of several of the subsidiaries
of St. Joe, including Florida East Coast Industries, Inc. ("FECI"), a majority
owned subsidiary of the Company. Mr. Belin also serves as a Trustee of the
Alfred I. duPont Testamentary Trust (the "Trust"). See "Stock Ownership of
Certain Beneficial Owners".
_____________________________________________________
HOWARD L. BRAININ
Vice President Director since 1992
Age 65
Mr. Brainin was elected a Vice President of the Company in June, 1992. Mr.
Brainin had been a Regional Vice President of St. Joe Container Company since
1982 and was elected President on April 1, 1992.
_____________________________________________________
RICHARD H. DENT
Director since 1994
Age 66
Mr. Dent was a Vice President, First Investors Management Co. from 1967 to
1976, Vice President, Manufacturers Hanover Trust Co. from 1977 to 1981 and
since that time to the present has been President, Dent Capital Management,
located in Greenwich, Connecticut.
_____________________________________________________
ROBERT E. NEDLEY
President and Chief Operating Officer Director since 1989
Age 56
Mr. Nedley was a Vice President of the Company from 1982 to June, 1991. Mr.
Nedley became President and Chief Operating Officer of the Company in June,
1991. He also is a member of the Executive and Pension Committees and serves
as an officer and/or director of most of the subsidiaries of St. Joe.
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RUSSELL B. NEWTON, JR.
Director since 1994
Age 70
Mr. Newton in his early employment years was with Booz Allen & Hamilton,
management consultants and President of Southern Stores, Inc. In 1968 he
became President of Charter Oil Company and held that position until 1975 when
he became principal owner and Chairman of Kern County Refinery, Inc. Since
selling his interest in Kern County Refinery, Inc. in 1981, Mr. Newton has been
an investor in oil marketing, shipping, public utilities, construction, direct
mail solicitation and cable T.V. Mr. Newton is Chairman of RBN Company which
is involved in investment portfolio management. Mr. Newton is also a director
of East Coast Oil Company and Alliance Mortgage Company.
_____________________________________________________
JOHN J. QUINDLEN
Director Nominee
Age 62
Mr. Quindlen retired as Senior Vice President and Chief Financial Officer of
E. I. duPont de Nemours & Co. in 1993. Except for three years he served in the
U. S. Navy as a Supply Officer, Mr. Quindlen worked for duPont since 1954
until his retirement, beginning in the Accounting Division of the Treasurer's
Department and advancing through various positions within the finance and
accounting departments of the Company until reaching the position at which he
retired. Mr. Quindlen is a trustee of the Rodney Square Funds, the Kiewit
Mutual Fund, and the Henry Francis duPont Winterthur Museum. He is a director
of Atlantic Aviation Corporation, a director of the Medical Center of Delaware,
Inc., and a member of the Finance Council of the Archdiocese of Philadelphia.
_____________________________________________________
WALTER L. REVELL
Director since 1994
Age 60
Mr. Revell was Secretary of Transportation for the State of Florida from 1972
to 1975 and then was President, CEO and Director of Post, Buckley, Schuh &
Jerrigan, Inc. to 1983. Mr. Revell is presently Chairman of the Board and CEO
of H. J. Ross Associates, Inc. a consulting engineering, architectural and
planning firm in Coral Gables, Florida. He is also Chairman of the Board and
CEO of Revell Investments International, Inc.; and Chairman of the Board of
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Riscorp Insurance Co. Mr. Revell is also a director of Spillis Candela &
Partners, Inc.; Kloster Cruise, Ltd., Dycom Industries, Inc. and Hotelcopy,
Inc. and General Partner of Craft Farms.
FRANK S. SHAW, JR.
Director Nominee
Age 64
Mr. Shaw is President of Shaw Securities, Inc., a financial services company,
and of Cherry Bluff, a North Florida development firm based in Tallahassee,
Florida. He is also the former President and owner of Tallahassee Ford. Mr.
Shaw is a director of Farmer & Merchant Bank; Regional Financial Corporation
and is Chairman of the Board of the Tallahassean, a weekly newspaper. Mr.
Shaw serves on the Board of Directors of The Southern Scholarship Foundation,
Maclay School Foundation, Leon County Library Foundation and the James Madison
Institute.
_____________________________________________________
WINFRED L. THORNTON
Chairman of the Board and Director since 1968
Chief Executive Officer Age 66
Mr. Thornton was President and Chief Operating Officer of St. Joe from 1984 to
June, 1991 at which time he became Chairman of the Board and CEO. He also is
a member of the Executive and Pension Committees and serves as an officer
and/or director of each of the subsidiaries of St. Joe and has been Chairman
and President of FECI since it was incorporated in 1983. Mr. Thornton also
serves as a trustee of the Trust. See "Stock Ownership of Certain Beneficial
Owners".
_____________________________________________________
JOHN D. UIBLE
Director since 1994
Age 59
Mr. Uible was employed by The Charter Company during the years 1958 to 1976
and held a number of top financial positions. In 1976 he became Chairman of
the Board and CEO of Jacksonville National Bank and held that position until
the bank was merged into Florida National Banks of Florida. Mr. Uible was
Chairman of the Board and CEO of Florida National Banks of Florida from 1982
to 1990 when it was acquired by First Union Corporation, Charlotte, North
Carolina. Since 1990 Mr. Uible has been an investor and Director of First
Union Corporation.
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CARL F. ZELLERS, JR.
Director Nominee
Age 62
Mr. Zellers is a Vice President and director of Florida East Coast Industries
and President and director of Florida East Coast Railway Company and Gran
Central Corporation. He is also a director of St. Joe Industries, Inc.
THE BOARD OF DIRECTORS AND ITS
COMMITTEES
The business and affairs of St. Joe are managed under the direction of the
Board of Directors. The Board holds one regular meeting following the Annual
Shareholders' Meeting and three scheduled quarterly meetings. All other
meetings are at the call of the Chairman. During 1994 the Board held four
meetings, one annual and three quarterly. All directors attended at least
75% of the meetings of the Board of Directors and committees during 1994. The
Board has the authority to appoint committees it feels are appropriate. Under
that authority, the Board has four standing committees; the Audit, Compen-
sation, Executive and Pension Committees and one temporary committee; the
Special Committee Appointed by the Board of Directors of St. Joe Paper Company
to Consider Recommendations from the Trustees (the "Special Committee").
The Audit Committee includes W. L. Revell, Chairman, R. B. Newton, Jr., and J.
D. Uible. The Audit Committee recommends to the Board the independent auditors
to be engaged by the Company, reviews the engagement including the remuneration
to be paid and reviews with the Company's auditors, on a continuing basis, the
plan, scope and results of the Company's audit and such other matters as may be
delegated by the Board. The Audit Committee met twice in 1994.
The Compensation Committee includes J. D. Uible, Chairman, R. H. Dent and R. B.
Newton, Jr. The Compensation Committee is responsible for assuring that the
Chief Executive Officer and other executive officers of the Company are
compensated effectively and in a manner consistent with the stated compensation
strategy of the Company and the requirements of the appropriate regulatory
bodies. The Compensation Committee met twice during 1994.
The Executive Committee includes J. C. Belin, Chairman, E. C. Brownlie, S. D.
Fraser, R. E. Nedley and W. L. Thornton. The Executive Committee, under the
Company's By-laws has the authority to act for and on the behalf of the Board
of Directors at any time between meetings of the Board, except as limited by
Florida law. The Executive Committee met 12 times during 1994.
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The Pension Committee includes E. C. Brownlie, R. E. Nedley and W. L. Thornton.
The Plan Administrator, S. D. Fraser, under the provisions of the Plan serves
as Chairman of the Pension Committee. The Pension Committee has the
responsibility to supervise the operations and administration of the Salaried
Employees' Pension Trust. The Pension Committee met once during 1994 at which
all members were present.
The Special Committee includes R. B. Newton, Jr., Chairman, R. H. Dent, W. L.
Revell and J. D. Uible. This Committee was appointed at the February 28, 1995
Quarterly Meeting of the Board of Directors as a result of a request made by
the majority shareholder, the Alfred I. duPont Testamentary Trust, that the
directors of the Company consider a recommendation to sell certain assets of
the Company; namely the linerboard mill, corrugated container plants, the
communications segment and the sugar segment.
St. Joe has no Nominating Committee of the Board of Directors.
COMPENSATION OF DIRECTORS
The Board of Directors has the authority to fix the compensation of directors
of the Company. Directors who are not officers of the Company receive a
quarterly retainer of $1,000, plus $ 600 for each Board meeting attended and
a $ 400 fee for attendance at Audit, Compensation and Special Committee
meetings. Employee directors receive $ 200 for each Board of Directors meeting
attended. Directors are also entitled to reimbursement for travel, lodging and
other expenses incurred in attending such meetings.
EXECUTIVE COMPENSATION
The following table sets forth the annual compensation for the Company's Chief
Executive Officer, and the two highest paid executive officers, as well as, the
total compensation paid to each individual listed for the Company's latest
three fiscal years ended December 31, 1994.
SUMMARY COMPENSATION TABLE (1)
All Other
Name and Principal Salary Compensation
Position Year $ (2) $ (3)
W. L. Thornton 1994 162,200 3,661
Chairman of the 1993 157,750 3,623
Board and CEO (4) 1992 152,300 2,782
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R. E. Nedley 1994 136,200 1,652
President and CEO 1993 132,450 1,632
1992 127,725 985
H. L. Brainin 1994 123,475 3,055
President, St. Joe 1993 120,100 2,961
Container Company 1992 115,600 2,325
(1) Includes all executive officers with total annual compensation in excess
of $100,000. The table does not include an "Other Annual Compensation"
column as no executive officer received an aggregate amount of these items
in excess of either $ 50,000 or 10% of total annual salary. The Company
paid no bonuses or had any stock award or option program.
(2) Includes base salary and directors' fees received from the Company and
any subsidiary of the Company.
(3) Includes contributions made by the Company to the Deferred Compensa-
ation Plan - 401(k) and the ESOP during 1994 as follows:
W. L. Thornton - 401(k) $2,911 - ESOP - $750
R. E. Nedley - 401(k) $ 975 - ESOP - $677
H. L. Brainin - 401(k) $2,441 - ESOP - $614
(4) Under an arrangement approved by the Board of Directors of both St. Joe
and FECI, Mr. Thornton's salary and expenses are paid by St. Joe, with FECI
reimbursing St. Joe for 20% of his salary and expenses common to both
companies, as compensation as CEO and President of FECI. Expenses incurred
for the exclusive benefit of either the Company or FECI are borne 100% by
the benefited company. The salary shown in this table represents 100% of
Mr. Thornton's salary.
EMPLOYEE BENEFIT PLANS
The Company maintains an employee stock ownership plan, a defined benefit
pension plan, and a deferred compensation plan covering substantially all
salaried employees of the Company and its participating subsidiaries. Such
plans as described in detail below, do not discriminate in favor of directors
or executive officers in the nature or level of benefits provided to
participants.
ESOP The Company maintains an employee stock ownership plan (the "ESOP")
which covers all salaried employees of the Company and its participating
subsidiaries who have attained age 20 years, 6 months of age and completed 18
months of service. The Company contributes to the ESOP an amount equal to 1/2
of 1% of the aggregate annual compensation paid to participants during the
year, subject to a maximum amount of compensation that may be considered under
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the ESOP of $150,000 per employee for the 1994 plan year. This maximum will be
adjusted for future plan years in accordance with Section 401(a)(17)(B) of the
Internal Revenue Service Code. Contributions to the ESOP made by the Company
are primarily used to purchase Company common stock which is then allocated to
the individual accounts of the participants in the same ratio as each
participant's compensation bears to the total compensation of all participants
for the plan year. Each participant becomes 100% vested in his account upon
the effective date of his participation in the ESOP. The normal retirement
date under the plan is age 65, however, a participant may elect to early retire
upon reaching age 55 and 15 years of service. Distributions may also be made
upon termination of employment, death of the participant, disability of the
participant or the participant's attainment of age 59 1/2. Under the ESOP,
Messrs. Brainin, Fraser and Thornton are eligible to elect late retirement and
would be entitled to receive 736, 585 and 109 shares respectively. Messrs.
Brownlie, Ford and Nedley are eligible to elect early retirement at any date
and would be entitled to receive 475, 370 and 514 respectively, if such
retirement date were March 15, 1995. In 1994, the Company contributed $5,416
to the ESOP on behalf of eleven executive officers as a group, and the amounts
set forth in footnote (3) in the Summary Compensation Table were allocated to
the executive officers shown in that table.
Pension Plan The Company maintains a defined benefit pension plan (the
"Pension Plan") which covers all salaried employees of the Company and its
participating subsidiaries who have attained age 21 and completed one year of
service. Upon reaching normal retirement age of 65, each salaried employee with
at least five years of service will be eligible to receive annual retirement
benefits based on the "50% Joint and Survivors" form of payment (normal form)
equal to the product 1.5% of his or her "Final Average Earnings" multiplied by
the number of complete years and any monthly fraction thereof. These benefits
are not reduced for Social Security or other benefits received by the
participant. A participant may elect to receive actuarially equivalent
benefits payable through the "life only", "five or ten year certain and
continuous" or the "66 2/3%, 75% or 100% joint and survivor" annuity options,
or any other form of payment permitted by law and agreed to by the Pension
Committee. "Final Average Earnings" is defined as the greater of the
participant's average annual earnings over the 60 or 120 month period
immediately preceding the participant's retirement, termination, disability or
death. Earnings used in the aforementioned calculation are substantially the
same as those disclosed in the Summary Compensation Table on page 7. Employees
who have reached age 55 with 15 years of credited service may elect to receive
retirement benefits for life as set forth above, reduced by 1/2 of 1% for each
month by which the early retirement date precedes the normal retirement date.
The following table shows estimated annual benefits payable under the Pension
Plan upon retirement to participants using specified average annual earnings
and years of service assuming the normal form of payout is selected.
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Final Years of Service
Annual
Earnings 15 20 25 30 35
$ 50,000 11,150 15,000 18,750 22,500 26,250
75,000 16,875 22,500 28,125 33,750 39,375
100,000 22,500 30,000 37,500 45,000 52,500
125,000 28,125 37,500 46,875 56,250 65,625
150,000 33,000 45,000 56,250 67,500 78,750
The years of credited service for retirement purposes as of December 31, 1994
for the individuals listed in the Summary Compensation Table are 10.5 for
W. L. Thornton; 33 for R. E. Nedley and 36.5 for H. L. Brainin.
Deferred Compensation Plan The Company maintains a deferred compensation plan
(the "401(k)") which covers all salaried employees of the Company and its
participating subsidiaries who elect to have their salary reduced by up to 6%
and have that money contributed into the 401(k) and invested as directed by the
participant. The five accounts available are three mutual funds and common
stock of either the Company or FECI. The Company matches the employee
contribution $1.00 for $1.00 for the first $500; $0.75 per $1.00 for the next
$300; $0.50 for the next $300; and $0.25 per $1.00 for the excess of $1,100 up
to the maximum allowed contribution of 6%. Under certain conditions the 401(k)
plan allows a participant to borrow from the fund. The funds are normally paid
out in a lump sum in the case of death, termination, disability, retirement or
after attainment of age 59 1/2. In 1994 the Company contributed to the 401(k)
plan $16,667 for the eleven executive officers of the Company.
COMPENSATION COMMITTEE REPORT
ON
EXECUTIVE COMPENSATION
The philosophy of the ownership and investors in the Company has historically
been to reinvest a major portion of its earnings and cash flow back into the
Company, looking toward share appreciation and growth in long-term value. The
philosophy continues and is the current goal of the Company. In light of this
policy, short-term earnings and stock values may not accurately reflect the
real and long-term results of the executive management of the Company.
Therefore, the Chief Executive Officer, based upon his personal assessment,
recommends salary increases to the Compensation Committee as it pertains to
the Executive Officers.
The Compensation Committee members of the Board of Directors, who are all
independent non-employee directors and have no interlocking relationships as
defined by the Securities and Exchange Commission, were chosen because of
their business backgrounds and to ensure that the interests of the shareholders
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are being served as it relates to all matters of executive compensation. The
Committee reviews the recommendations of the CEO and either approves these
recommendations or makes adjustments based upon their judgment of what is the
appropriate level of compensation.
As pertaining to the salary adjustment made in 1995, the Committee reviewed the
CEO's recommendation and concluded that, based on the much improved performance
of the Company overall, the base salary of the CEO and other Executive Officers
of the Company should be adjusted to base salaries more nearly equal to the
responsibilities of the positions and more competitive with comparable
companies. As a result of this decision by the Committee, Mr. Thornton's base
salary was increased by 12.8% for 1995. Comparable increases in base salaries
were approved for the other two Executive Officers listed on the Summary
Compensation Table.
The Company's CEO, Mr. W. L. Thornton, is also the CEO of FECI and is employed
under an arrangement approved by both Boards, as stated in Note 4 of the
Summary Compensation Table on page 8 of this Proxy Statement, whereby FECI
reimburses the Company for 20% of Mr. Thornton's base salary. In addition,
effective January 1, 1995, the Board of Directors of FECI approved a
Performance Award program for the Executive Officers of FECI, including the
CEO. Under this program, Mr. Thornton and each of the other Executive Officers
is assigned a target Award Opportunity equal to the individual's level of
responsibility. In the case of the CEO this target is 35%. Award levels vary
depending on the degree of achievement relative to specific company and
individual performance objectives and can range from 0% to 100% of target
levels. In the case of the CEO, only that portion of his base salary
reimbursable by FECI is considered in determining his performance award.
The Compensation Committee of the Company had considered a similar Performance
Award program for the Executive Officers of the Company, however,
implementation of such a program was deferred until the Special Committee has
completed its assigned tasks relating to the recommendation of the major
shareholder to sell certain assets of the Company.
The Compensation Committee recognizes the need to monitor the Company's
executive strategy to ensure that management members are rewarded appropriately
for their contributions, and that the strategy supports organization objectives
and shareholder interests. Program changes will be considered if and when
deemed appropriate within the context of these objectives and interests.
Submitted by the Compensation Committee
J. D. Uible, Chairman
R. H. Dent
R. B. Newton, Jr.
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PERFORMANCE GRAPH
The following performance graph compares the Company's cumulative shareholder
returns for the period March 22, 1990, the date of listing of the Company's
common stock on the New York Stock Exchange, through December 31, 1994 assuming
$100 invested at March 22, 1990 in the Company's common stock, in the Russell
1000 Index and in the peer group composite index. The peer group composite
index used is the Value Line Paper and Forest Products Industry Group
consisting of twenty eight companies as listed in the Value Line Industry
Review.
Name 1989 1990 1991 1992 1993 1994
SJP 100.00 60.93 66.83 84.12 112.94 121.45
Russell 1000 Index 100.00 101.57 135.11 147.32 162.27 152.20
Paper/Forest Prod 100.00 92.29 119.61 131.70 150.05 156.45
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
Percent of
Name and Address Number of Shares Class (1)
Alfred I. duPont
Testamentary Trust (2) (3) 21,291,900 69.8
P. O. Box 1380
Jacksonville, Florida 32201
State Farm Mutual Automobile
Insurance Company (4) 1,752,200 5.7
One State Farm Plaza
Bloomington, Illinois 61710
(1) All percentages are rounded to the nearest tenth of one percent.
(2) The Trust owns 20,861,987 shares in its name and The Nemours
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Foundation own 429,913 in its name. The Trustees constitute the entire
Board of Directors of The Nemours Foundation and ,therefore, have sole
voting and sole dispositive power over these shares.
(3) Under the provisions of the Will creating the Trust, the Trustees of the
Trust having the power to vote the shares of stock specified above are
J. C. Belin, Alfred duPont Dent, Herbert Peyton, John Porter, W. T.
Thompson, III, W. L Thornton and Nationsbank of Florida, a subsidiary of
Nationsbank Corporation. A majority of the Trustees have the right to
vote all the stock of the Company owned by the Trust. Under the
beneficial ownership rules of the Securities Exchange Commission Act of
1934, as amended, the Trustees are each deemed to be the beneficial
owners of the shares of stock owned directly by the Trust. In addition
to the Trust, Nationsbank Corporation and its subsidiaries have sole
voting power of 7,100 shares and sole dispositive power of 4,000 shares
of the Company's stock, but deny beneficial ownership of these shares.
(4) State Farm Mutual Automobile Insurance Company owns 775,000 shares
or 2.5% of the Company's stock and State Farm Employees Retirement Trust
owns 977,200 shares or 3.4%. The Board of Directors of State Farm
Automobile Insurance Company and the Trustees of State Farm Employees
Retirement Trust have sole voting and sole dispositive power over the
shares each owns.
SECURITY OWNERSHIP OF DIRECTORS
AND EXECUTIVE OFFICERS
The following table and notes thereto sets forth beneficial ownership of common
stock of the Company by each director, director nominee and Executive Officer
listed in the Summary Compensation Table and by all directors and officers of
St. Joe as a group as of March 15, 1995.
Sole Voting/ Shared Voting/ Percent of
Name Dispositive Power Dispositive Power Class (1)
J. C. Belin 8,750 21,291,900 (2) 69.8
H. L. Brainin 1,295 - *
E. C. Brownlie 142 - *
E. T. Ford 176 - *
S. D. Fraser 79,463 (3) - *
R. E. Nedley 125 - *
R. B. Newton, Jr. 2,000 - *
W. L. Revell 100 - *
J. J. Quindlen 200 - *
W. L. Thornton 1,532 21,291,900 (2) *
J. D. Uible 1,000 - *
Directors and
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Officers as a Group
(13 persons) 93,770 21,291,900 69.9
(1) All percentages are rounded to the nearest tenth of one
percent. An asterisk (*) indicates that the percentage is less than
one-half of one percent.
(2) Includes 20,681,987 shares or 68.4% of the Company's common stock
owned by the Trust of which the named individuals are trustees and
429,913 shares or 1.41% owned by The Nemours Foundation of which the
named individuals are directors.
(3) Includes 65,065 shares or .21% of the Company's common stock owned
by the ESOP and 14,389 shares or .05% shares in the 401(k) plan, both
of which S. D. Fraser is Trustee and in that capacity possesses the
power to vote and to dispose of such shares.
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors in August, 1990, appointed KPMG Peat Marwick LLP, an
independent firm of certified public accountants, to examine and report on the
financial statements of the Company. This firm has been serving in that
capacity since that time.
KPMG Peat Marwick LLP also performs audits of the pension and other employee
benefit plans of the Company and limited reviews of the quarterly financial
statements of the Company. Representatives of KPMG Peat Marwick LLP are
expected to be present at the Shareholders Meeting and will be given an
opportunity to make a statement, if they so desire, and will be available to
respond to appropriate questions from shareholders.
SHAREHOLDER PROPOSALS
A shareholder proposal entitled to be presented at the Company's Annual
Meeting in 1996 must be received by the Company on or before December 2, 1995
in order to be included in the Company's Proxy Statement and proxy material
relating to that meeting. Any such proposal(s), as well as, any questions
relating thereto, should be directed to the Corporate Secretary.
OTHER MATTERS
The Board is not aware of any other matters which may be presented for action
at the meeting; however, if any other matters come before the Annual Meeting,
it is the intention of the persons named in the Proxy to vote those shares
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represented by proxies in the accompanying form in accordance with their best
judgment.
BY ORDER OF THE BOARD OF DIRECTORS
Ronald A. Anderson
Corporate Secretary
Dated: March 24, 1995
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