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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 8-K
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 5, 1997
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ST. JOE CORPORATION
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(Exact name of registrant as specified in its charter)
Florida 1-10466 59-0432511
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(State or other jurisdiction of (Commission (I.R.S. Employer
Incorporation) File No.) Identification No.)
Suite 400, 1650 Prudential Drive
Jacksonville, Florida 32207
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (904) 396-6600
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Item 5. Other Events
Incorporated by reference is a press release issued by the Registrant on May 5,
1997, attached as Exhibit 99, providing information concerning the Registrant's
announcement of its proposal to merge with Florida East Coast Industries.
Item 7. Financial Statements and Exhibits
(c) Exhibit
Exhibit 99 - Press release issued May 5, 1997
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
St. Joe Corporation
Date May 9, 1997 By: /s/ Peter S. Rummell
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Peter S. Rummell
Chief Executive Officer
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Exhibit 99
[ST. JOE CORPORATION LETTERHEAD]
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FOR IMMEDIATE RELEASE
MONDAY, MAY 5, 1997 CONTACT: Vince Duffy
Powell Tate
212/521-5215
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ST. JOE CORP. PROPOSES MERGER
WITH FECI AT $102 PER SHARE
Jacksonville, Florida, May 5 - St. Joe Corporation (NYSE: SJP) announced
today that it has made a proposal to the Board of Directors of Florida East
Coast Industries (FECI) (NYSE: FLA) under which St. Joe and FECI would merge and
all shares of FECI stock owned by others than St. Joe would be exchanged for
cash at $102 per share.
There are approximately 9.1 million shares of FECI common stock
outstanding, of which approximately 4.9 million, or 54%, are owned by St. Joe.
On May 2, 1997, the closing price on the New York Stock Exchange of FECI common
stock was $88 3/4 per share and of St. Joe was $73 1/4 per share.
The proposed merger would be subject to all required regulatory
approvals and approval by the shareholders of FECI, as well as other customary
terms and conditions. The proposal is also subject to negotiation of a merger
agreement containing terms and conditions mutually satisfactory to the parties.
A Special Committee of outside directors of St. Joe made the proposal to
FECI following receipt of the recommendation of St. Joe's Chairman and CEO,
Peter S. Rummell. Mr. Rummell commented: "Since taking over as Chief Executive
Officer of St. Joe in January, I've given continual attention to a detailed
analysis of our investment in Florida East Coast Industries, with the assistance
of expert advisors in each business area involved. I have concluded that this
asset can be a strategic element of the new St. Joe and this transaction is in
the interest both of the shareholders of St. Joe and FECI. Our new management
team is excited about the opportunity this provides as an important building
block for the new St. Joe."
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Based in Jacksonville, St. Joe is Florida's largest private landowner
and has interests in real estate, timber, railroads and sugar. FECI, also
based in Jacksonville, has interests in real estate development and rail
transportation. Its subsidiaries include the Florida East Coast Railway, a
freight carrier with approximately 442 miles of track, principally between
Miami and Jacksonville, and Gran Central Corporation, which owns and manages
approximately 19,000 acres of land in 14 Florida counties and also owns 55
buildings.
