<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant / /
Filed by a party other than the registrant / /
Check the appropriate box:
<TABLE>
<S> <C>
/ / Preliminary proxy statement / / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
ST. JOE PAPER COMPANY
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
N/A
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/X/ Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
(1) Amount previously paid:
N/A
(2) Form, Schedule or Registration Statement No.:
N/A
(3) Filing Party:
N/A
(4) Date Filed:
N/A
<PAGE> 2
[LETTERHEAD OF ST. JOE PAPER COMPANY]
April 26, 1996
Dear Shareholder:
It is our pleasure to invite you to the Annual Meeting of shareholders of
St. Joe Paper Company to be held at 10:30 A. M. local time on Tuesday, May 14,
1996, in the Topsider Room at the Radisson Riverwalk Hotel at St. Johns Place,
1515 Prudential Drive, Jacksonville, Florida. A Notice of this Annual Meeting
and a Proxy Statement covering the formal business of the meeting are enclosed.
The Company's Annual Report to Shareholders for the fiscal year ended December
31, 1995 was previously mailed to you.
It is important that your shares be represented at the meeting whether or
not you expect to attend ; therefore, please promptly sign, date and return the
proxy card in the accompanying postage paid envelope. Even though you execute
this proxy, you may revoke it at any time before it is voted. If you attend the
meeting, you will be able to vote in person if you wish to do so, even if you
have previously returned your proxy card.
We look forward to seeing you at the Annual Meeting.
Sincerely,
/s/ W. L. THORNTON
W. L. Thornton
Chairman and Chief Executive Officer
<PAGE> 3
ST. JOE PAPER COMPANY
P.O. BOX 1380
JACKSONVILLE, FLORIDA 32201
April 26, 1996
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 14, 1996 at 10:30 A. M. local time, in the Topsider Room, Radisson
Riverwalk Hotel 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 ten directors for the ensuing year and until
their successors are duly elected and qualified.
2. A proposal to amend the Amended Certificate of Incorporation of the
Company by changing the name of the Company to "St. Joe Corporation".
3. 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 14, 1996 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
/s/ RONALD A. ANDERSON
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.
<PAGE> 4
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") on or
about April 26, 1996 to all shareholders of record on March 14, 1996 in
connection with the 1996 Annual Meeting of Shareholders to be held May 14, 1996
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 1995 Annual Report containing financial data and a
summary of operations for 1995 was previously mailed to the Company's
shareholders. The 1995 Annual Report includes the 1995 Annual Report on Form
10-K, except exhibits. Copies of St. Joe's 1995 Annual Report on 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 14, 1996.
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 14, 1996 will be entitled to vote at the meeting.
As of March 14, 1996 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.
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 and the proposal to
change the name of the Company.
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, except that a
majority vote of all the outstanding shares of common stock is necessary to
adopt the proposal to change the name of the Company to "St. Joe Corporation".
1. 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 14, 1996, 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
<PAGE> 5
May 14, 1996 Annual Meeting to serve for the ensuing year at ten. 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 ten 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. All ten of the nominees listed below are
now members of the Board of Directors and are standing for reelection. Mr. H. L.
Brainin, the remaining member of the current Board of Directors, is not standing
for reelection. 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 ten 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.
JACOB C. BELIN
Chairman of the Executive Committee Director since 1953
Age 81
Mr. Belin was President of St. Joe from 1968 to 1984 and Chairman of the
Board and Chief Executive Officer (CEO) from 1982 to June, 1991. He has been
Chairman of the Executive Committee since 1981. 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".
------------------------------------------
RICHARD H. DENT Director since 1994
Age 67
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 57
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.
------------------------------------------
RUSSELL B. NEWTON, JR. Director since 1994
Age 71
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 TV. Mr. Newton is Chairman of RBN
2
<PAGE> 6
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 since 1995
Age 63
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, and a member of the Finance Council of the
Archdiocese of Philadelphia.
------------------------------------------
WALTER L. REVELL Director since 1994
Age 61
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 &
Jernigan, 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 Infinity Technologies, Inc. Mr.
Revell is also a director of Spillis Candela & Partners, Inc.; Norwegian Cruise
Line, Ltd.; Dycom Industries, Inc.; Riscorp, Inc. and Hotelecopy, Inc., and
General Partner of Craft Farms.
------------------------------------------
FRANK S. SHAW, JR. Director since 1995
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 First South 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 Chief Executive Officer Director since 1968
Age 67
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/or
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". Mr.
Thornton is a member of the United States Business & Industrial Council and
National Right to Work Committee.
------------------------------------------
3
<PAGE> 7
JOHN D. UIBLE Director since 1994
Age 60
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.
------------------------------------------
CARL F. ZELLERS, JR. Director since 1995
Age 63
Mr. Zellers is President and a director of Florida East Coast Industries,
Inc. and President and a 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 1995 the Board held nine meetings, one
annual and three quarterly and five special. All directors attended at least 75%
of the meetings of the Board of Directors and committees during 1995. The Board
has the authority to appoint committees it feels are appropriate. Under that
authority, the Board has five standing committees; the Audit; Compensation;
Executive; Finance and Investment, and Pension Committees.
THE AUDIT COMMITTEE includes W. L. Revell, Chairman, R. B. Newton, Jr., and
J. J. Quindlen. 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 four times in 1995.
THE COMPENSATION COMMITTEE includes J. D. Uible, Chairman, R. H. Dent and
F. S. Shaw, 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 1995.
THE EXECUTIVE COMMITTEE includes J. C. Belin, Chairman, 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 nine times during 1995.
THE INVESTMENT AND FINANCE COMMITTEE includes J. J. Quindlen, Chairman, R.
E. Nedley, F. S. Shaw, Jr. and C. F. Zellers, Jr. J. M. Jones, Jr., Vice
President and CFO of the Company, is an ex officio member of the Committee. This
Committee created by the Board of Directors at its August 8, 1995 Quarterly
meeting is responsible for setting investment policies of the Company and to
recommend to the Board changes to be made to these policies. The Investment and
Finance Committee met twice during 1995.
4
<PAGE> 8
THE PENSION COMMITTEE includes R. E. Nedley, W. L. Thornton and C. F.
Zellers. The Plan Administrator, Ronald A. Anderson, under the provisions of the
Company's pension plans serves as Chairman of the Pension Committee. The Pension
Committee has the responsibility to supervise the operations and administration
of the Company's two pension plans. The Pension Committee did not meet during
1995.
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 $2,500 (increased from $1,000 per quarter effective
January 1, 1996), plus $600 for each Board meeting attended and a $400 fee for
attendance at Audit; Compensation, and Investment and Finance 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.
RELATED PARTY TRANSACTIONS
Mr. F. S. Shaw, Jr., a director of the Company, purchased from the Company
23.18 acres of Company owned property in Franklin County, Florida in an arms
length transaction for a total purchase price of $174,975.
EXECUTIVE COMPENSATION
The following table sets forth the annual compensation for the Company's
Chief Executive Officer, and the three 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, 1995.
SUMMARY COMPENSATION TABLE(1)
<TABLE>
<CAPTION>
ALL OTHER
NAME AND PRINCIPAL SALARY COMPENSATION
POSITION YEAR $(2) $(3)
- ------------------------------------------------------------ ---- -------- ------------
<S> <C> <C> <C>
W. L. Thornton.............................................. 1995 $183,650 $3,661
Chairman of the Board and CEO(4) 1994 162,200 3,623
1993 157,750 2,782
R. E. Nedley................................................ 1995 166,800 2,038
President and CEO 1994 136,200 1,652
1993 132,450 1,632
H. L. Brainin............................................... 1995 141,800 3,400
President, St. Joe Container Company 1994 123,475 3,055
1993 120,100 2,961
J. M. Jones, Jr............................................. 1995 110,072 1,125
Vice President and CFO 1994 n/a n/a
1993 n/a n/a
</TABLE>
- ---------------
(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 in 1995.
(2) Includes base salary and directors' fees received from the Company and any
subsidiary of the Company.
5
<PAGE> 9
(3) Includes contributions made by the Company to the Deferred Compensation
Plan -- 401(k) and the ESOP during 1995 as follows:
<TABLE>
<S> <C>
W. L. Thornton -- 401(k) $2,911 -- ESOP -- $750
R. E. Nedley -- 401(k) $ 975 -- ESOP -- $750
H. L. Brainin -- 401(k) $2,441 -- ESOP -- $700
M. J. Jones, Jr. -- 401(k) $1,125 -- ESOP -- $-0-
</TABLE>
(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 Chairman and CEO 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 the
ESOP of $150,000 per employee for the 1995 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 and
Thornton are eligible to elect late retirement and would be entitled to receive
755 and 122 shares respectively. Messrs. Brownlie, Ford and Nedley are eligible
to elect early retirement at any date and would be entitled to receive 486, 379
and 530 shares respectively, if such retirement date were March 15, 1996. In
1995, the Company contributed $6,139 to the ESOP on behalf of 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.
Because Mr. Jones did not meet the length of service requirements for the plan
in 1995, he did not participate in that year.
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 8. Employees who have reached age 55 with
6
<PAGE> 10
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.
<TABLE>
<CAPTION>
FINAL YEARS OF SERVICE
ANNUAL --------------------------------------------------
EARNINGS 15 20 25 30 35
- -------- ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C>
$ 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
</TABLE>
The years of credited service for retirement purposes as of December 31,
1995 for the individuals listed in the Summary Compensation Table are 11.5 for
W. L. Thornton; 34 for R. E. Nedley and 37.5 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 per
$1.00 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 1995 the Company contributed to the 401(k) plan
$18,433 for the 12 executive officers of the Company.
COMPENSATION COMMITTEE REPORT
ON
EXECUTIVE COMPENSATION
Historically, the philosophy of the owners and management of the Company
has 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 and
compensation for executive management was gauged from this perspective. In late
1994, studies were undertaken to review the base salaries of the executives to
see if they were at appropriate levels and if a plan should be devised to create
an incentive compensation program that would be based upon operating results.
However, early in 1995 the Board of Directors approved a plan whereby certain
operating segments of the Company were offered for sale. The implementation of
this plan consumed the balance of the year 1995 and is continuing into 1996. Due
to the effects caused by this process, no meaningful incentive compensation
policy could be developed that would appropriately reflect individual
contributions to operating income. Additionally, short-term earnings and stock
values did 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 and that of his staff, recommended 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 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.
7
<PAGE> 11
As pertaining to the salary adjustments made in 1996, the Committee in late
1995 reviewed the CEO's recommendation and concluded that, based on the change
in the Company's structure and the transition resulting from the proposed sales,
planned base salary increases for the CEO and the COO should not be implemented
and that in lieu thereof, a one time payment equal to the proposed 1996 salary
increases of the CEO and COO should be granted them based on the improved
performance of the Company. As a result of this decision by the Committee, the
CEO's one time payment for 1995 is $20,000 (of which $16,000 will be paid by the
Company and $4,000 by FECI as per the arrangement discussed below) and the COO
one time payment is $15,000. The base salaries for the CEO and COO will remain
at 1995 levels for the year 1996. Proposed increases in base salaries were
approved by the Board for the other 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 for 1995 was 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. For 1995 no performance award
was granted to the CEO since FECI performance was below the level which would
trigger an award, however, a $20,000 one time payment was approved by the Board
of FECI for the CEO, subject to the above stated arrangement with St. Joe Paper
Company.
The Compensation Committee of the Company has considered a similar
Performance Award program for the Executive Officers of the Company, however,
implementation of such a program was deferred due to the ongoing change in the
Company structure and the uncertainty as to the level of compensation required
based on comparable industry standards once the transition has been completed.
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. In light of the major restructuring of the Company,
an in-depth study will be undertaken in 1996 to develop competitive base
salaries and appropriate incentives for the CEO, the COO and other executive
management that will reward all appropriate levels of management for increase of
stockholder value.
Submitted by the Compensation
Committee
J.D. Uible, Chairman
R.H. Dent
F.F. Shaw, Jr
8
<PAGE> 12
PERFORMANCE GRAPH
The following performance graph compares the Company's cumulative
shareholder returns for the period December 31, 1990 through December 31, 1995
assuming $100 invested at December 31, 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.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN*
ST JOE PAPER CO, Russell 1000 Index And Value Line Paper/Forest Prod. Index
(Performance Results Through 12/31/95
ST. JOE PAPER CO. Russell 1000 Index Paper/Forest Prod.
1990 $100.00 $100.00 $100.00
1991 109.69 133.03 132.23
1992 138.06 145.05 145.98
1993 185.35 159.77 166.07
1994 199.32 149.86 167.62
1995 202.74 202.94 184.47
Assumes $100 invested at the close of trading 12/90 in ST JOE PAPER CO common
stock, Russell 1000 Index, and Paper/Forest Prod..
* Cumulative total return assumes reinvestment of dividends.
Source: Value Line, Inc.
9
<PAGE> 13
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
<TABLE>
<CAPTION>
PERCENT OF
NAME AND ADDRESS NUMBER OF SHARES CLASS(1)
- ------------------------------------------------------------------ ---------------- ----------
<S> <C> <C>
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
</TABLE>
- ---------------
(1) All percentages are rounded to the nearest tenth of one percent.
(2) The Trust owns 20,717,764 shares in its name and The Nemours Foundation own
574,136 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 6,050 shares and
sole dispositive power of 1,800 shares of the Company's stock, but deny
beneficial ownership of these shares.
(4) According to a Schedule 13G filed with the Securities and Exchange
Commission, as of December 31, 1995, State Farm Mutual Automobile Insurance
Company owns 775,000 shares or 2.5% of the Company's stock and State Farm
Employee Retirement Trust owns 977,200 or 3.2%. 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 of Common Stock each owns.
10
<PAGE> 14
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 January 31, 1996.
<TABLE>
<CAPTION>
SOLE VOTING/ SHARED VOTING/ PERCENT OF
NAME DISPOSITIVE POWER DISPOSITIVE POWER CLASS(1)
- -------------------------------------------------- ----------------- ----------------- ----------
<S> <C> <C> <C>
J. C. Belin....................................... 8,750 21,291,900(2) 69.8
H. L. Brainin..................................... -- 1,495(3) *
E. C. Brownlie.................................... -- 204(3) *
E. T. Ford........................................ -- 176 *
J. M. Jones, Jr................................... -- 62(3) *
R. E. Nedley...................................... -- 125 *
R. B. Newton, Jr.................................. 2,000 -- *
W. L. Revell...................................... 100 -- *
J. J. Quindlen.................................... 200 -- *
W. L. Thornton.................................... -- 21,293,531(2)(3) 69.8
J. D. Uible....................................... 1,000 -- *
Directors and Officers as a Group (17 persons).... 73,046(4) 21,308,018(2)(5) 70.1
</TABLE>
- ---------------
(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 20,717,764 shares or 67.9% of the Company's common stock owned by
the Trust of which the named individuals are trustees and 574,136 shares or
1.88% owned by The Nemours Foundation of which the named individuals are
directors.
(3) Includes shares held in the accounts of the named individuals in the St. Joe
Paper Company Salary Deferral Plan "the Salary Deferral Plan" for which the
participants have sole dispositive power and the trustee of the Plan has
sole voting power. Of the shares shown for W. L. Thornton, 631 are held in
the Salary Deferral Plan.
(4) Includes 57,967 (.19%) held in the St. Joe Paper Company Employee Stock
Ownership Plan for which the trustee of that plan has sole voting and
dispositive power.
(5) Includes 14,817 (.05%) shares held in the Salary Deferral Plan for which the
trustee of the Plan has sole voting power and the participants have sole
dispositive power. The trustee of this plan and the St. Joe Paper Company
Employee Stock Ownership Plan is Ronald A. Anderson, Corporate Secretary of
the Company.
2. PROPOSAL TO CHANGE NAME OF COMPANY
As previously announced, the Company has entered into an agreement to sell
the paper mill assets of its wholly owned subsidiary, St. Joe Forest Products
Company ("SJFP"), and the container plant assets of SJFP's wholly owned
subsidiary, St. Joe Container Company. Upon consummation of the sale, which is
subject to certain conditions, the Company will exit its paper mill and box
plant businesses. Continuing to use the Company's current name of St. Joe Paper
Company after the asset sale will not accurately reflect the nature of the
Company's remaining business operations. Accordingly, the Board of Directors of
the Company feels that it is in the best interest of the Company to change the
name of the Company. Such change would become effective after shareholder
approval upon the filing of Articles of Amendment with the Florida Department of
State. The filing would be expected to be made on or about June 1, 1996.
11
<PAGE> 15
At a Board meeting held on February 27, 1996, the Board of Directors
unanimously adopted the following resolution and directed that such resolution
be submitted to the shareholders for adoption:
RESOLVED, that Article II of the Amended Certificate of Incorporation,
as amended, of St. Joe Paper Company be amended to read as follows:
"ARTICLE II. NAME. The name of the corporation is ST. JOE
CORPORATION."
The Board of Directors unanimously recommends to the Company's shareholders
adoption of the foregoing resolution. The affirmative vote of the holders of a
majority of the outstanding shares of common stock of the Company is necessary
to adopt the amendment.
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 1997 must be received by the Company on or before December 13, 1996
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 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: April 26, 1996
12
<PAGE> 16
PROXY ST. JOE PAPER COMPANY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD MAY 14, 1996
The undersigned having received the Notice of Annual Meeting and Proxy
Statement dated April 26, 1996, appoints J. C. Belin, R. H. Dent and R. E.
Nedley and each of them as Proxies with full power of substitution to represent
the undersigned and to vote all shares of the common stock of St. Joe Paper
Company, which the undersigned is entitled to vote at the Annual Meeting of
Shareholders, to be held on Tuesday, May 14, 1996, at 10:30 A.M., local time, in
the Topsider Room, Radisson Riverwalk Hotel at St. Johns Place, 1515 Prudential
Drive, Jacksonville, Florida and at any adjournment or adjournments thereof,
with discretionary authority as provided in the Proxy Statement.
In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the Meeting, hereby revoking all prior
proxies to vote the same shares.
Your vote is important! Please sign and date on the reverse and return
promptly to First Union National Bank, Shareholders Services Group, Two First
Union Center, M-12, Charlotte, North Carolina 28288-1154, in the enclosed
envelope, so that your shares can be represented at the meeting.
Please mark votes as in this example: /X/
THIS PROXY WILL BE VOTED AS DIRECTED. IF NO DIRECTION IS MADE, IT WILL BE
VOTED "FOR" THE PROPOSALS SET FORTH ON REVERSE SIDE OF CARD. THE BOARD OF
DIRECTORS RECOMMENDS A VOTE "FOR" THE FOLLOWING PROPOSALS.
(Continued and to be signed on the back)
(Continued from other side)
1. ELECTION OF DIRECTORS
NOMINEES: J. C. Belin, R. H. Dent, R. E. Nedley, R. B. Newton, J. J. Quindlen,
W. L. Revell, F. S. Shaw, Jr.,
W. L. Thornton, J. D. Uible and C. F. Zellers, Jr.
<TABLE>
<S> <C> <C>
/ / FOR nominees / / WITHHELD from all nominees / /FOR, except vote withheld from the following nominees
</TABLE>
- --------------------------------------------------------------------------------
2. PROPOSED NAME CHANGE
Change name of Company
to "St. Joe Corporation" / / FOR / / AGAINST / / ABSTAIN
X
--------------------------------
X
--------------------------------
DATE 1996
------------------------------
PLEASE SIGN EXACTLY AS NAME
APPEARS HEREON. JOINT OWNERS
SHOULD EACH SIGN. WHEN SIGNING AS
A FIDUCIARY OR FOR AN ESTATE,
TRUST, CORPORATION OR PARTNERSHIP,
YOUR TITLE OR CAPACITY SHOULD BE
STATED.
