<PAGE> 1
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): November 21, 1997
-----------------
ST. JOE CORPORATION
(Exact name of registrant as specified in its charter)
Florida 1-10466 59-0432511
- ------------------------------- ----------- ----------------
(State or other jurisdiction of (Commission (I.R.S. Employer
Incorporation) File No.) Identification No.)
Suite 400, 1650 Prudential Drive
Jacksonville, Florida 32207
- --------------------------------------- ----------
(ddress of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (904) 396-6600
--------------
<PAGE> 2
Item 5. Other Events
Incorporated by reference is a press release issued by the Registrant on
November 21, 1997, attached as Exhibit 99, providing information concerning the
Registrant's announcement to not pursue its proposal to merge with Florida East
Coast Industries, which proposal was previously made in May of this year.
Item 7. Financial Statements and Exhibits
(c) Exhibit
Exhibit 99 - Press release issued November 21, 1997
<PAGE> 3
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 November 24, 1997 By: /s/Charles A. Ledsinger
------------------------- -----------------------
Senior Vice President
Chief Financial Officer
<PAGE> 1
For Immediate Release Contact: Jerry M. Ray
November 21, 1997 904-858-2707
ST. JOE CORPORATION WON'T PURSUE PROPOSAL TO MERGE WITH FECI
Jacksonville, Florida -(November 21, 1997)- St. Joe Corporation (NYSE:
SJP) today notified the Board of Directors of Florida East Coast Industries
(FECI) (NYSE: FLA) that it has decided not to pursue its proposal, made earlier
this year, under which St. Joe and FECI would have merged and all shares of
FECI stock owned by others than St. Joe would have been exchanged for cash at
$102 per share.
Charles A. Ledsinger, Jr., senior vice president and chief financial
officer of St. Joe, said, "We intend to be disciplined buyers, and we did not
believe a transaction could be accomplished at a price acceptable to St. Joe.
In any case, St. Joe will continue to own a controlling interest in FECI and
will remain actively involved in the business seeking new opportunities for
growth."
"We are always looking for growth opportunities internally and
externally," Ledsinger added. "It is not possible to predict where these
opportunities will arise, but I can say that St. Joe is a flexible, open-minded
company."
There are currently approximately 9.1 million shares of FECI common
stock outstanding, of which St. Joe owns approximately 4.9 million shares or
54%.
Florida East Coast Industries, 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.
St. Joe Corporation, a publicly held company also based in
Jacksonville, is Florida's largest private land owner and has interests in real
estate, timber, railroads, and sugar.
###
