<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 [X]
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 Rule 14a-11(c) or Rule 14a-12
</TABLE>
The St. Joe Company
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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:
------------------------------------------------------------------------
[ ] 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:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE> 2
ROBERT M. RHODES
Executive Vice President
and General Counsel
(ST. JOE LOGO)
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 9, 2000
The 2000 Annual Meeting of the Shareholders of The St. Joe Company will be
held at the Radisson Riverwalk Hotel, 1515 Prudential Drive, Jacksonville,
Florida on Tuesday, May 9, 2000, at 10:00 a.m. Eastern Daylight Savings Time.
Shareholders will vote on the following matters:
1. Election of ten members to the Board of Directors;
2. Ratification of the appointment of KPMG Peat Marwick, LLP, as the
Company's independent accountants for the 2000 fiscal year; and
3. Any other matters properly brought before the meeting.
Shareholders of record as of the close of business on March 31, 2000 are
entitled to vote at the meeting or any continuance of the meeting.
We hope you will attend the meeting in person. We urge you to designate
the Proxies named on the enclosed card to vote your shares whether you attend
the meeting or not. This will ensure your shares will be represented at the
meeting. The Proxy Statement describes Proxy voting. Please read it carefully.
The Annual Report containing financial statements for 1999 is enclosed.
We look forward to your participation.
By Order of the Board of Directors.
/s/ ROBERT M. RHODES
Robert M. Rhodes
Dated: March 31, 2000
The St. Joe Company 1650 Prudential Drive, Suite 400 Jacksonville, Florida
32207 904.858.5272 904.858.5237 Fax
<PAGE> 3
ST. JOE COMPANY
1650 PRUDENTIAL DRIVE, SUITE 400
JACKSONVILLE, FLORIDA 32207
PROXY STATEMENT
-------------------------
This Proxy Statement contains information about the Annual Meeting of the
Shareholders of The St. Joe Company.
The Meeting will be held on Tuesday, May 9, 2000, beginning at 10:00 a.m.,
at the Radisson Riverwalk Hotel, 1515 Prudential Drive, Jacksonville, Florida.
"We", "Our", "St. Joe" and the "Company" each refers to The St. Joe
Company.
This Proxy Statement is first being sent to our Shareholders on or about
April 10, 2000.
-------------------------
GENERAL INFORMATION ABOUT VOTING
WHO CAN VOTE? You are entitled to vote your stock if our records show that
you held your shares as of March 31, 2000. At the close of business on March 31,
2000, a total of 85,011,498 shares of Common Stock were outstanding and entitled
to vote. Each share of Common Stock has one vote. The enclosed Proxy Card shows
the number of shares you are entitled to vote. Your individual vote is
confidential and will not be disclosed to third parties.
MATTERS TO BE CONSIDERED. You will consider two proposals at the Annual
Meeting. Proposal 1 asks you to elect a Board of Directors, comprised of ten
(10) members, to serve until the next Annual Meeting. Proposal 2 asks you to
ratify the appointment of the Company's independent accountants for the 2000
fiscal year.
VOTING BY PROXIES. If your Common Stock is held by a broker, bank or other
nominee, you will receive instructions from them which you must follow in order
to have your shares voted. If you hold your shares in your own name as a holder
of record, you may instruct the Proxies how to vote your Common Stock, by
signing, dating and mailing the Proxy Card in the postage-paid envelope which we
have provided to you. Of course, you can always come to the Meeting and vote
your shares in person. The Proxies will vote your shares in accordance with your
instructions. If you sign and return a Proxy Card without giving specific voting
instructions, your shares will be voted as recommended by our Board of
Directors. We are not aware of any other matters to be presented at the meeting
except for those described in this Proxy Statement. If any other matters not
described in this Proxy Statement are properly presented at the Meeting, the
Proxies will use their own judgment to determine how to vote your shares. If the
Meeting is continued, your Common Stock may be voted by the Proxies at the new
Meeting as well, unless you revoke your Proxy instructions.
HOW YOU MAY REVOKE YOUR PROXY INSTRUCTIONS. You can revoke your Proxy
instructions if you advise the Secretary in writing before your Common Stock is
voted by the Proxies at the Meeting, or if you deliver later Proxy instructions
or you attend the Meeting and vote your shares in person.
HOW VOTES ARE COUNTED. The Annual Meeting will be held if a majority of
the outstanding Common Stock is represented at the Meeting. If you have returned
valid Proxy
<PAGE> 4
instructions or attend the Meeting in person, your Common Stock will be counted
for the purpose of determining if there is a quorum, even if you wish to abstain
from voting on some or all matters introduced to the Meeting. "Broker Non-Votes"
also count for quorum purposes. If you hold your Common Stock through a broker,
bank or other nominee, the nominee may only vote the Common Stock which it holds
for you in accordance with your instructions. However, if the nominee does not
receive your instructions within ten (10) days of the Meeting, the nominee may
vote on matters which the New York Stock Exchange determines to be routine. If a
nominee cannot vote on a particular matter because it is not routine, there is a
"Broker Non-Vote" on that matter. We do not count abstentions and "Broker
Non-Votes" as votes for or against any proposal.
COST OF THIS PROXY SOLICITATION. We will pay the cost of this Proxy
solicitation. In addition to soliciting Proxies by mail, we expect a number of
our employees will solicit Proxies personally and by telephone. None of these
employees will receive any additional or special compensation for doing this. We
will, upon request, reimburse brokers, banks and other nominees for their
reasonable expenses in sending Proxy material to their principals and obtaining
their Proxies.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
A Board of Directors, comprised of ten (10) members, is to be elected at
this Annual Meeting. Each Director elected shall hold office until the next
Annual Meeting and the election of a successor.
VOTE REQUIRED. Directors must be elected by a plurality of the votes cast
at the Annual Meeting. The nominees receiving the greatest number of votes will
be elected. Votes withheld for any Director will not be counted.
VOTING BY PROXIES. The Proxies will vote your Common Stock in accordance
with your instructions. If you have not given specific instructions to the
contrary, your Common Stock will be voted to approve the election of the
Nominees named in this Proxy Statement. We know of no reason why any Nominee for
Director would be unable to serve as a Director. If any Nominee should, for any
reason, be unable to serve, the Proxies will vote your Common Stock to approve
the election of any substitute Nominee proposed by the Board of Directors.
Alternatively, the Board may choose to reduce the number of Directors to
eliminate the vacancy.
GENERAL INFORMATION ABOUT THE NOMINEES. All of the Nominees have served as
Directors since the last Annual Meeting, except John S. Lord and Herbert H.
Peyton, who will stand for election as Directors for the first time at this
year's Annual Meeting. Russell B. Newton, Jr., a Director of the Company since
1994, will not stand for reelection. Each has agreed to be named in this Proxy
Statement and to serve if elected. Information about the ten Nominees for
Directors is set forth on the following pages. The age indicated in each
Nominee's biography is as of March 31, 2000.
2
<PAGE> 5
INFORMATION ABOUT THE NOMINEES
-------------------------
MICHAEL L. AINSLIE
Director since 1998 Age 56
Mr. Ainslie, a private investor, is the former President, Chief Executive
Officer and a Director of Sotheby's Holdings. He was Chief Executive Officer of
Sotheby's from 1984 to 1994. From 1980 to 1984 he was President of the National
Trust for Historic Preservation. From 1975 to 1980 he was Chief Operating
Officer of N-Ren Corp., a Cincinnati-based chemical manufacturer. From 1971 to
1975, he was President of Palmas Del Mar, a real estate development company. He
began his career as an associate with McKinsey & Company. He is Vice Chairman of
the Board of Directors of the New York Landmarks Conservancy, as well as a
Trustee of Vanderbilt University. Mr. Ainslie serves as a Director of the United
States Tennis Association and is also Chairman of the Posse Foundation.
JACOB C. BELIN
Director since 1953 Age 85
Mr. Belin was President of the Company from 1968 to 1984 and Chairman of
the Board and Chief Executive Officer from 1982 to June 1991. Mr. Belin also
serves as a member of the Board of Directors of The Nemours Foundation, and as a
Trustee of the Alfred I duPont Testemontary Trust (the "Trust") and as a
Director of Florida East Coast Industries, Inc. ("FECI").
JOHN S. LORD
New Nominee Age 53
Mr. Lord is President of Bank of America -- Central Florida with statewide
operational responsibilities for the Small Business Banking group and the
Premier Banking group. Mr. Lord has held various positions with Bank of America
and its predecessor banks for over 15 years. Mr. Lord is also a Director of Bank
of America, N.A. (U.S.A.). Mr. Lord served as the corporate Trustee of the Trust
from April 23, 1994 to July 23, 1997.
HERBERT H. PEYTON
New Nominee Age 68
Mr. Peyton is the founder of Gate Petroleum Company and has served as its
President since 1960. Mr. Peyton is a member of the First Union National Bank
Advisory Board. Mr. Peyton serves as a member of the Board of Directors of The
Nemours Foundation and is a Trustee of the Trust.
JOHN J. QUINDLEN
Director since 1995 Age 67
Mr. Quindlen retired as Senior Vice President and Chief Financial Officer of E.
I. duPont de Nemours & Company in 1993 ("duPont"). Mr. Quindlen worked for
duPont from 1954 until his retirement, except for three years as a naval Supply
Officer. Mr. Quindlen is a trustee of the Rodney Square Funds and the Kalmar
Pool Investment Trust. Mr. Quindlen is a member of the Finance Council of the
Archdiocese of Philadelphia and the President of its Board of Education.
3
<PAGE> 6
WALTER L. REVELL
Director since 1994 Age 64
Mr. Revell has been Chairman of the Board and CEO of H. J. Ross Associates,
Inc., a consulting engineering, architectural and planning firm in Coral Gables,
Florida since 1991, and also Chairman of the Board and CEO of Revell Investments
International, Inc. since 1984. Mr. Revell was President, CEO and Director of
Post, Buckley, Schuh and Jernigan, Inc. until 1983 after serving as Secretary of
Transportation for the State of Florida from 1972 to 1975. Mr. Revell is also a
Director of Dycom Industries, Inc., RISCORP, Inc. and other closely-held
companies, and is Chairman of the Greater Miami Foreign Trade Zone, Inc.
PETER S. RUMMELL
Director since 1997 Age 54
Mr. Rummell was appointed Chairman and CEO of the Company in January 1997. From
1985 until 1996, Mr. Rummell was employed by The Walt Disney Company, most
recently as Chairman of Walt Disney Imagineering, the division responsible for
Disney's worldwide creative design, real estate and research and development
activities. Mr. Rummell also served as President of Disney Development Company,
the community development arm of Walt Disney, from 1992 to 1994 and as President
of the Arvida Resort Communities Division during 1985. From 1983 until 1985, Mr.
Rummell was Vice Chairman of the Rockefeller Center Management Corporation in
New York City. Mr. Rummell was general manager and then President of Sawgrass,
near Jacksonville, Florida, from 1977 until 1983. Mr. Rummell also held
management positions for the Sea Pines Company in Hilton Head, South Carolina,
and the Amelia Island Plantation and spent two years as an employee of the Ocean
Reef Club in Key Largo, Florida.
FRANK S. SHAW, JR.
Director since 1995 Age 53
Mr. Shaw is President of Shaw Securities, Inc., a financial services company,
and of Cherry Bluff, Inc., a northern Florida development firm based in
Tallahassee, Florida. Mr. Shaw also serves on the Board of Directors of First
South Bank, Regional Financial Company, The Southern Scholarship Foundation,
Maclay School Foundation, Leon County Library Foundation and the James Madison
Institute.
WINFRED L. THORNTON
Director since 1968 Age 71
Mr. Thornton was Chairman of the Board and CEO from June 1991 to January 1997,
and was President and Chief Operating Officer of the Company from 1984 to June
1991. Mr. Thornton also serves as a member of the Board of Directors of the
Nemours Foundation, a Trustee of the Trust, and a Director of FECI.
JOHN D. UIBLE
Director since 1994 Age 63
Mr. Uible was Chairman of the Board and CEO of Florida National Bank from 1982
to 1990, when it was acquired by First Union Corporation. He served as a
Director of First Union Corporation until 1998. Since 1990, Mr. Uible has been a
private investor in financial markets, as well as smaller closely-held companies
and partnerships. From 1976 to 1982, he was Chairman of the Board and CEO of
Jacksonville National Bank of Florida, Inc. and was employed by the Charter
Company from 1958 to 1976.
4
<PAGE> 7
The Board recommends the Shareholders vote FOR management's nominees.
THE BOARD AND ITS COMMITTEES
THE BOARD. The Company is governed by a Board of Directors. The Board met
seven times in 1999. All members of the Board of Directors attended at least 75%
of the Meetings of the Board and Committees on which the members served in the
last year.
COMMITTEES OF THE BOARD. The Board has three standing Committees. In
addition, the entire Board acts as a Committee of the whole to consider Nominees
for election to the Board, including any written nomination by a Shareholder
made in accordance with the Company's Bylaws.
AUDIT COMMITTEE. The members of the Audit Committee are Walter L. Revell,
Chairman, Michael L. Ainslie, Russell B. Newton, Jr. and Winfred L. Thornton.
The Audit Committee met four times in 1999. The functions of the Audit Committee
are to recommend Public Accountants to audit the Company's financial records;
review with the Independent Auditor any reports or recommendations developed in
connection with the auditing engagement; review any reports or recommendations
with regard to the Company's internal control and regulatory compliance
procedures and practices; review any proposed changes in accounting policies
being considered by the Company; and to supervise the Company's Year 2000
Readiness Program.
COMPENSATION COMMITTEE. The members of the Compensation Committee are John
D. Uible, Chairman, John J. Quindlen and Frank S. Shaw, Jr. The Compensation
Committee met five times in 1999. The functions of the Compensation Committee
are to recommend, subject to full Board approval, compensation and benefits for
the Chairman and Chief Executive Officer, the President, Chief Operating
Officer, and Senior Vice Presidents of the Company; approve annual bonus and
merit plans for officers and employees of the Company; and supervise the
administration of all current employee benefit plans, stock incentive plans and
such other plans as may be created from time to time.
FINANCE COMMITTEE. The members of the Finance Committee are John J.
Quindlen, Chairman, Jacob C. Belin, Russell B. Newton, Jr., Frank S. Shaw, Jr.
and John D. Uible. The Finance Committee met four times in 1999. The functions
of the Finance Committee are to supervise the Company's investment policies;
make recommendations as to corporate dividends; review the Company's business
plan; review proposals to acquire and sell significant assets which would
require public disclosure; review and approve acquisitions and investments
pursuant to the Company's Capital Approval Policy; and make recommendations
regarding issuance of purchase of the Company's securities.
DIRECTORS COMPENSATION
Each non-employee Director receives an annual retainer of $25,000, a Board
or Committee meeting fee of $1,250, and a telephone meeting fee of $500. In
addition to the standard fees, Directors are reimbursed for transportation and
other reasonable expenses incident to the attendance at Board and Committee
Meetings.
In 1998, the Company adopted a Deferred Compensation Plan for non-employee
Directors. Each year participating Directors may elect to defer all or part of
their fees in cash or stock unit accounts. The accounts are payable in cash or
stock, at the Director's election,
5
<PAGE> 8
upon retirement from the Board. Mr. Quindlen and Mr. Uible are currently
participating in the Plan.
Commencing with the 1998 Annual Meeting, each non-employee Director is
granted an option to purchase 2,000 shares of the Company's Common Stock on the
date of the Company's Annual Meeting. In 1999, Mr. Ainslie, Mr. Belin, Mr.
Newton, Mr. Quindlen, Mr. Revell, Mr. Shaw, Mr. Thornton and Mr. Uible received
grants under this Plan. Each option grant, vesting in equal installments over
three years and having a 10 year term, permits the holder to purchase shares at
their fair market value on the date of the grant. The exercise price of options
granted in 1999 was $27.00.
EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION TABLES
The following table sets forth the annual compensation of our Chief
Executive Officer and our four other most highly compensated Executive Officers
(the "Executive Officers") for the past three (3) years.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPENSATION AWARDS
ANNUAL ----------------------------------------------
COMPENSATION (E) (F) (G)
(A) ------------------ RESTRICTED SECURITIES ALL OTHER
NAME AND PRINCIPAL (B) (C) (D) STOCK UNDERLYING COMPENSATION(2)
POSITION YEAR SALARY $ BONUS $ AWARD(S)(1)($) OPTIONS (#) $
- ------------------ ---- -------- ------- -------------- ----------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Peter S. Rummell....... 1999 659,486 775,000 N/A N/A 10,608
Chairman of Board 1998 630,000 400,000 N/A N/A 39,486
and Chief Executive
Officer 1997 591,538 300,000 3,863,620 4,043,520 413,022
Kevin M. Twomey........ 1999 387,692 398,590 2,250,000 500,000 390,387
President, Chief 1998 N/A N/A N/A N/A N/A
Operating Officer 1997 N/A N/A N/A N/A N/A
and Chief Financial
Officer
Robert M. Rhodes....... 1999 329,191 294,500 N/A N/A 140,697
Executive Vice
President 1998 285,000 115,000 N/A N/A 41,964
and General Counsel 1997 231,167 165,000 N/A 168,480 41,325
Michael N. Regan....... 1999 211,624 140,000 N/A N/A 23,308
Senior Vice President 1998 192,500 100,000 N/A 15,000 5,812
Planning and Finance 1997 185,000 45,000 N/A 45,000 90,940
Michael F. Bayer....... 1999 209,326 124,000 N/A N/A 22,235
Senior Vice
President, 1998 175,000 75,000 N/A N/A 9,765
Human Resources 1997 155,544 100,500 N/A 84,240 93,365
</TABLE>
- -------------------------
(1) The amounts disclosed in this column reflect the dollar value of the
Executive Officer's restricted stock on the date of grant. As of December
31, 1999 Mr. Rummell held 121,119 restricted shares of the Company's Common
Stock with a market value of $2,944,403 and Mr. Twomey held 100,000
restricted shares of the Company's Common Stock with a market value of
$2,431,000.
6
<PAGE> 9
Dividends on all stock awards are paid at the same rate as paid to all
shareholders.
The recipients are responsible for all withholding taxes resulting from
these awards. The recipients may satisfy this liability by surrendering an
appropriate number of shares to the Company. To date, Mr. Rummell has
surrendered 23,780 shares of his stock to the Company to satisfy this
liability for a portion of his restricted stock.
(2) The amounts disclosed in this column include:
(a) Company contributions under the Company's Deferred Compensation Plan
(i) in calendar year 1999 of $3,000 for Mr. Rummell; $3,000 for Mr.
Rhodes; $3,000 for Mr. Regan; and $3,000 for Mr. Bayer; (ii) in
calendar year 1998 of $14,368 for Mr. Rummell; $7,312 for Mr. Rhodes;
$4,107 for Mr. Regan; and $4,121 for Mr. Bayer; and (iii) in calendar
year 1997 of $1,418 for Mr. Rhodes; and $1,688 for Mr. Bayer.
(b) Company contribution under the Company's DCAP in calendar year 1999 of
$2,665 for Mr. Rummell; $3,404 for Mr. Twomey; $5,762 for Mr. Rhodes;
$2,274 for Mr. Regan; and $1,864 for Mr. Bayer.
(c) Payments of a Relocation Allowance and benefit (i) in calendar year
1999 of $4,943 to Mr. Rummell; $370,390 to Mr. Twomey; $48,797 to Mr.
Rhodes; and $721 to Mr. Bayer; (ii) in calendar year 1998 of $25,118
to Mr. Rummell; $34,652 to Mr. Rhodes; $1,705 to Mr. Regan; and $5,644
to Mr. Bayer; and (iii) in calendar year 1997 of $412,772 to Mr.
Rummell; $39,907 to Mr. Rhodes; $90,940 to Mr. Regan; and $91,667 to
Mr. Bayer.
(d) Imputed SERP benefits in calendar year 1999 of $6,084 for Mr. Twomey;
$71,138 for Mr. Rhodes; $5,384 for Mr. Regan; and $4,650 for Mr.
Bayer.
(e) Automobile allowances in calendar year 1999 of $10,500 for Mr. Twomey;
$12,000 for Mr. Rhodes; $12,650 for Mr. Regan; and $12,000 for Mr.
Bayer.
7
<PAGE> 10
OPTION GRANTS IN 1999
<TABLE>
<CAPTION>
PERCENT OF
TOTAL
OPTIONS POTENTIAL REALIZABLE
NUMBER OF GRANTED VALUE AT ASSUMED
SECURITIES TO ANNUAL RATES OF STOCK
UNDERLYING EMPLOYEES EXERCISE OR PRICE(1)
OPTIONS IN FISCAL BASE PRICE EXPIRATION ----------------------
NAME GRANTED YEAR ($/SH) DATE 5%($) 10%($)
- ---- ---------- ---------- ----------- ---------- --------- ----------
<S> <C> <C> <C> <C> <C> <C>
Peter S. Rummell
Chairman of the Board and Chief
Executive Officer.............. -- -- -- -- -- --
Kevin M. Twomey
President, Chief Operating
Officer and Chief Financial
Officer........................ 500,000 -- 22.50 02/13/09 7,075,064 17,929,602
Robert M. Rhodes
Executive V.P. and General
Counsel........................ -- -- -- -- -- --
Michael N. Regan
Senior V.P. Finance and
Planning....................... -- -- -- -- -- --
Michael F. Bayer
Senior V.P. -- Human
Resources...................... -- -- -- -- -- --
</TABLE>
- -------------------------
(1) There is no assurance that the values actually realized upon the exercise of
these options will be at or near the values shown in the table. The values
set forth in the table should not be viewed in any way as a forecast of
future performance of the Company's Common Stock which can be influenced by
further events and unknown factors.
AGGREGATED STOCK OPTIONS/SAR EXERCISES IN 1999 AND
OPTIONS/SAR VALUES AS OF YEAR END 1999
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS/SARS
OPTIONS/SARS AS OF
SHARES VALUE AS OF DECEMBER 31, 1999 DECEMBER 31, 1999(1)($)
ACQUIRED ON REALIZED --------------------------- ----------------------------
NAME EXERCISE(#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ------------ -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Peter S. Rummell.......... -- -- 1,617,408 2,426,112 8,366,043 12,549,064
Kevin M. Twomey........... -- -- -- 500,000 -- 906,250
Robert M. Rhodes.......... -- -- 67,392 101,088 88,452 132,678
Michael N. Regan.......... -- -- 21,000 39,000 3,187 12,750
Michael F. Bayer.......... -- -- 33,696 50,544 74,215 111,323
</TABLE>
- -------------------------
(1) Value based on $24.31 closing price per share of Common Stock on December
31, 1999
EXECUTIVE STOCK INVESTMENT PROGRAM. On May 12, 1999, the Company's Board
of Directors approved the establishment of an Executive Stock Investment
Program. This program is designed to increase voluntary ownership in the Company
by senior management. This program is administered by the Compensation
Committee. The Company may make loans to senior managers to assist in the
purchase of Company shares at market value. The loans are payable in full within
three years of the date of the loan, upon termination of employment or upon the
sale of the shares purchased with the loan proceeds, whichever is earlier. The
loans bear simple interest at published interest rates. The loans are full
recourse and are not tied to the performance of the Company's stock. A
participant may not sell shares acquired under the program for three years from
the date of purchase without the
8
<PAGE> 11
approval of the Compensation Committee. In 1999, Mr. Rummell purchased 3550
shares, Mr. Twomey purchased 4000 shares, Mr. Rhodes purchased 725 shares, Mr.
Regan purchased 732 shares and Mr. Bayer purchased 729 shares. In 1999, the
Company made loans in the amount of $100,000 to Mr. Rummell, $20,000 to Mr.
Regan and $20,000 to Bayer pursuant to the terms of this program.
RETIREMENT BENEFITS
The Company maintains a cash balance pension plan, and a salary deferral
plan covering substantially all employees of the Company and its participating
subsidiaries. Such plans do not discriminate in favor of Directors or Executive
Officers in the nature or level of benefits provided to participants. In
addition, the Company maintains a Supplemental Executive Retirement Plan
("SERP") and a Deferred Capital Accumulation Plan ("DCAP") for certain qualified
executives.
PENSION PLAN. The Company maintains a cash balance pension plan (the
"Pension Plan") which covers all employees of the Company and its participating
subsidiaries who have attained age 21 and completed one year of service. The
Pension Plan is funded by annual employer contributions. These contributions are
based upon the age and compensation of the participant. The employer
contributions do not discriminate in favor of Executive Officers. The benefits
are not reduced for social security or other benefits received by the
participant. At the end of each calendar year, an employee's cash balance
account is credited with an amount equal to a percentage of eligible
compensation earned that year. Eligible compensation includes base salary
commissions and any annual incentive.
SERP. The SERP is designed to provide certain qualified executives
benefits which may be lost due to limitations placed on qualified pension plan
by the Internal Revenue Service. In addition, it provides a higher benefit than
the qualified pension plan for certain executives.
For the Executive Officers, the amounts credited for the Pension Plan and
SERP depend on age at the beginning of a calendar year:
<TABLE>
<CAPTION>
AMOUNT CREDITED
AS A PERCENTAGE
AGE OF ELIGIBLE COMPENSATION
- --- ------------------------
<S> <C>
Under 25......................................... 8.00%
25 -- 34......................................... 9.00%
35 -- 44......................................... 10.00%
45 -- 54......................................... 14.00%
55 and over...................................... 18.25%
</TABLE>
An employee's cash balance account is also credited with interest at the
end of each calendar year. Interest is based upon the 30 year US Treasury Bond
rate.
If an employee leaves the Company for any reason with five or more years of
service, the employee is entitled to his or her full cash balance account from
the Pension Plan. The SERP balance vests in accordance with the following rules:
1. Effective January 1, 2000, the SERP balance vests at the rate of
10% per year of service; SERP benefits become 100% vested at age 62.
9
<PAGE> 12
2. If the participant joined the SERP prior to 2000, his SERP balance
becomes vested in accordance with the schedule described above, or in
accordance with the prior vesting schedule (0% before age 55, 100% vesting
upon attainment of age 55) -- whichever schedule produces the higher
vesting percentage. All of the Executive Officers joined the SERP prior to
2000.
The following table shows the balances which would be payable under the
Pension Plan and SERP at age 65 for various earnings and years of service. Total
earnings are assumed to remain constant and interest credited on the account
balance is assumed to be 6% per year.
AGE 65 ACCOUNT BALANCES
<TABLE>
<CAPTION>
TOTAL EARNINGS 5 10 15 20 25
- -------------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
$300,000............... $ 308,631 $ 721,649 $1,145,647 $1,713,051 $2,255,416
$400,000............... 411,508 962,198 1,527,531 2,284,070 3,007,226
$500,000............... 514,385 1,202,748 1,909,409 2,855,080 3,759,033
$600,000............... 617,261 1,443,297 2,291,291 3,426,099 4,510,835
$700,000............... 720,138 1,683,846 2,673,175 3,997,117 5,262,640
$800,000............... 823,016 1,924,397 3,055,054 4,568,131 6,014,450
$900,000............... 925,892 2,164,946 3,436,937 5,139,148 6,766,247
$1,000,000............. 1,028,769 2,405,495 3,818,820 5,710,169 7,518,064
$1,100,000............. 1,131,646 2,646,045 4,200,701 6,281,185 8,269,866
</TABLE>
DEFERRED COMPENSATION PLAN. The Company maintains a salary deferral plan
(the "401(k) plan") which covers all employees of the Company and its
participating subsidiaries who elect to have their salary reduced and have that
money contributed into the 401(k) plan and invested as directed by the
participant. The seven accounts available are six mutual funds and Common Stock
of the Company. Commencing January 1, 2000, the Company matches the employee
contribution $0.50 for $1.00 up to the maximum permitted employee contribution.
Prior to January 1, 2000, the Company matched the employee contribution $1.00
per $1.00 for the first $500; $0.75 per $1.00 for the next $300.00; $0.50 per
$1.00 for the next $300.00; and $0.25 per $1.00 for any amount over $1,101 up to
the maximum permitted employee contributions. 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 1999 the Company contributed the amounts
set forth in footnote (1) in the Summary Compensation Table on behalf of the
Executive Officers shown in that table.
DCAP. The DCAP is designed to provide certain qualified executives with
benefits which may be lost due to limitations placed on 401(k) plans by the
Internal Revenue Service. Pursuant to the DCAP, a qualified individual may elect
to defer between 1% and 75% of his or her eligible compensation in excess of the
IRS annual compensation limit ($160,000 for 1999). Eligible compensation
includes base salary, commissions and any annual incentive. For every dollar the
individual elects to defer the Company will contribute $0.25, to a maximum of 6%
of compensation in excess of the IRS annual compensation limit (i.e., the
maximum Company contribution is 1.5% of compensation in excess of the IRS
compensation limit).
10
<PAGE> 13
EXECUTIVE OFFICERS
PETER S. RUMMELL was appointed Chairman and Chief Executive Officer of the
Company in January 1997. From 1985 until 1996, Mr. Rummell was employed by The
Walt Disney Company, most recently as Chairman of Walt Disney Imagineering, the
division responsible for Disney's worldwide creative design, real estate and
research and development activities. Mr. Rummell also served as President of
Disney Development Company, the community development arm of Walt Disney, from
1992 to 1994 and as President of the Arvida Resort Communities Division during
1985. From 1983 until 1985, Mr. Rummell was Vice Chairman of the Rockefeller
Center Management Corporation in New York City. Mr. Rummell was general manager
and then President of Sawgrass, near Jacksonville, Florida, from 1977 until
1983. Mr. Rummell also held management positions for the Sea Pines Company in
Hilton Head, South Carolina, and the Amelia Island Plantation and spent two
years as an employee of the Ocean Reef Club in Key Largo, Florida.
KEVIN M. TWOMEY was appointed President and Chief Financial Officer of the
Company in January 1999 and was named Chief Operating Officer in February, 2000.
Mr. Twomey is the former Vice Chairman and Chief Financial Officer of H. F.
Ahamanson & Company and its principal subsidiary, Home Savings of America. Prior
to joining Ahamanson in 1993, Mr. Twomey was Chief Financial Officer at First
Gilbrater Bank of Dallas, a company held by McAndres and Forbes Holdings of New
York. Mr. Twomey also held management positions with MCORP and Bank of America.
ROBERT M. RHODES was appointed Senior Vice President and General Counsel in
February 1997 and was named Executive Vice President and General Counsel in
February 1999. Prior to joining the Company, Mr. Rhodes was a partner in the law
firm of Steel Hector and Davis L.L.P., specializing in real estate and land
development. From 1985 to 1988 Mr. Rhodes served as Senior Vice President and
General Counsel of Arvida/Disney Corporation and Disney Development Company. Mr.
Rhodes also served in Florida state government as counsel to the Speaker of the
Florida House of Representatives and as Chief of the Bureau of Land and Water
Management, which administers the state's growth management programs.
MICHAEL N. REGAN joined the Company in July 1997 and was appointed Senior
Vice President, Finance and Planning in February 1999. Prior to joining the
Company, Mr. Regan was a Vice President and Controller for Harrah's
Entertainment, Inc. Mr. Regan joined Harrah's as a Senior Financial Analyst in
Strategic Planning in 1980 and held several management positions in finance.
MICHAEL F. BAYER was appointed Vice President -- Human Resources and
Administration in February 1997 and named Senior Vice President -- Human
Resources in February 1999. From 1987 until 1995, Mr. Bayer was employed by The
Walt Disney Company in a variety of executive positions in Human Resources. Most
recently he was Vice President of Human Resources of Walt Disney Imagineering.
Previously, Mr. Bayer served as Director -- Human Resources for the Sarasota
division of the Arvida Corporation.
EMPLOYMENT ARRANGEMENTS. On January 7, 1997, the Company entered into an
Employment Agreement (the "Rummell Agreement") with Peter S. Rummell, its
Chairman of the Board and Chief Executive Officer. The Rummell Agreement has a
five-year term but may be terminated earlier under certain circumstances. The
Rummell Agreement provides for a salary of not less than $600,000 per year and a
performance-based incentive bonus. If the
11
<PAGE> 14
incentive target for a year is met, Mr. Rummell's bonus will be 100% of his then
current annual salary.
The Company may terminate Mr. Rummell's employment at any time for "cause"
(as described in the Rummell Agreement), in which event no further compensation
will be due. The Company may also terminate Mr. Rummell's employment if he has
been "disabled" for more than six months, in which event no further cash
compensation is due but benefit coverage continues for the remaining term of the
Rummell Agreement and the option and restricted shares vest to the extent
described above. Following a change in control, Mr. Rummell may resign for "good
reason" (as defined in the Rummell Agreement) and receive his salary for the
balance of the term of the Rummell Agreement, subject to certain restrictions.
For one year following a resignation for good reason, the Rummell Agreement
precludes Mr. Rummell from competing with the Company in certain respects.
The Company has also entered into Employment Agreements (the "Executive
Agreements") with each of the other named Executive Officers that are based on
substantially the same form of agreement. The Executive Agreements provide that
each of the Executive Officers is an "at will" employee. The Executive
Agreements further provide that each Executive Officer shall receive (i) a base
salary and (ii) a performance based incentive bonus in an amount equal to a
specified percentage rate of the Executive Officer's base salary. The Executive
Agreements provide that the amount of each Executive's base salary and the range
of his bonus may be increased but not decreased during his period of employment
with the Company.
The Executive Agreements further provide that, in the event the Company
terminates the employment of any of the respective Executive Officers for any
reason other than for cause or disability, such Executive Officer will receive a
severance payment in a lump sum amount equal to a specified percentage of the
Executive Officer's base salary, plus a specified percentage of the amount of
any bonus awarded to the Executive Officer in the year prior to the termination.
SEVERANCE AGREEMENTS. The Company has entered into Severance Agreements
containing substantially identical terms and conditions (collectively, the
"Severance Agreements") with the Executive Officers, pursuant to which each
Executive Officer shall be entitled to severance benefits in the event of a
"change in control" of the Company ("change of control" is defined in the
Severance Agreements as in the Incentive Plan) during the term of his
employment.
Under the terms of the Severance Agreements, if an Executive Officer who
has entered into a Severance Agreement (i) resigns for any reason during the
last six months of the first year following the date of a change in control,
(ii) resigns for "good reason" (as defined in the Severance Agreements) within
the first 36 months following a change in control, or (iii) is terminated by the
Company within 36 months following the date of a change in control, then the
Company is obligated to provide the Executive Officer with certain payments and
benefits. Such payments and benefits include (a) payment of a lump sum amount
equal to the sum of three times the Executive Officer's annual base salary plus
three times the Executive Officer's bonus (as described in the Severance
Agreement), (b) payment of a lump sum supplemental pension benefit amount, (c)
payment of a pro-rated bonus for the year during which such Executive Officer's
employment is terminated, (d) continued participation in the Company's group
insurance plans, at the Company's expense, until the expiration of three years
following the change in control (or the date of the Executive Officer's death,
if earlier), (e) Senior Executive Level Outplacement Services, and (f) "gross-
12
<PAGE> 15
up" payments, if applicable, in the amount necessary to satisfy any excise tax
incurred by the Executive Officer, if any, under Section 4999 of the Internal
Revenue Code; provided, however, that if payment of such excise tax could be
avoided by reducing total payments under the Change in Control Agreement by
$50,000 or less, the total amount of such payments shall be reduced to the level
necessary to ensure that no excise tax shall be paid. In addition, under the
terms of the Severance Agreements, all stock options previously granted to the
Executive Officer shall become fully exercisable upon a change in control, and
shall remain exercisable until the earlier of the first anniversary following
such change in control or the date such options would have otherwise expired by
their terms, and any right of the Company to repurchase shares subject to the
Executive Officer's options shall lapse in full.
The Severance Agreements entered into by the Executive Officers do not
supersede the respective Executive Agreements entered into by such Executive
Officers, except to the extent that severance pay and benefits provided under
the Severance Agreements are greater than under the applicable Executive
Agreement. Likewise, the Severance Agreements do not supersede any respective
Stock Option Agreements entered into by such Executive Officers, except to the
extent that the applicable Severance Agreement provides for earlier
exercisability or a longer post-termination exercise period than under such
Stock Option Agreement.
COMPENSATION COMMITTEE REPORT
The Compensation Committee is responsible for reviewing and approving the
compensation policies and programs for the Company's Executive Officers
including the Company's officers named in the Summary Compensation Table. The
Compensation Committee consists of 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. The members were chosen
because of their business backgrounds and to ensure that the interests of the
Shareholders are being served in all matters of executive compensation. This
report covers the actions of the Committee regarding the compensation of the
Executive Officers for 1999 and prospectively for 2000.
COMPENSATION PHILOSOPHY
The main tenants of the Company's compensation philosophy are:
(1) Base salaries at the median of comparable companies that generate
value from the management of substantial assets;
(2) Provide for a competitive annual incentive based on company and
individual performance; and
(3) Provide for the granting of stock options in order to align the
interests of the Executive Officers and Shareholders.
1999 ANNUAL INCENTIVE PLAN
In February 1999 the Committee advised the Board that the Committee had
adopted a formal evaluation process to calculate annual incentives for 1999. The
1999 Annual Incentive Plan (the "1999 Plan") is split between quantitative
financial measures and qualitative strategic measures. The Committee considers
corporate and individual performance goals,
13
<PAGE> 16
together with trends in appropriate peer groups prior to awarding annual
incentives. Quantitative goals include corporate earnings and qualitative goals
include an assessment of the Executive Officer's role in implementing the
Company's strategic plan. The committee evaluated the performance of all
eligible employees utilizing this criteria to determine the amount of annual
incentives payable in 1999. Payments to Executive Officers under the 1999 Plan
ranged from approximately 58.97% to 118% of base salary.
CEO COMPENSATION
Mr. Rummell was appointed Chairman and CEO of the Company on January 7,
1997. The Compensation Committee used the compensation philosophy described
above to determine Mr. Rummell's compensation. Based upon these same criteria
the Committee recommended, and the Board approved, a 3.79% increase in base
salary from $660,000 to $685,000 effective December 23, 1999. The Committee
recommended, and the Board approved, the payment of an annual incentive under
the 1999 Plan to Mr. Rummell of $775,000 for the year ended December 31, 1999.
DEDUCTIBILITY OF COMPENSATION
Section 162(m) of the Internal Revenue Code generally limits the Company's
tax deduction to $1,000,000 for compensation paid to the CEO and the four most
highly compensated Executive Officers who are Executive Officers as of the last
day of the applicable year. Exceptions are made, however, for
"performance-based" compensation.
The annual incentive plan in place for 1999 may not satisfy the 162(m)
requirements for performance-based compensation. The Committee views the
potential loss of tax deductibility for these awards as not material. The
Committee retains the discretion to approve non-deductible compensation if it
believes that it would be in the best interest of the Company and its
Shareholders.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
No member of the Compensation Committee is or ever was an officer or
employee of the Company. No member of the Committee is, or was during 1999, an
executive officer of another company whose board has a comparable committee on
which one of the Company's Executive Officers serves.
Submitted by the Compensation Committee.
John D. Uible, Chairman
John J. Quindlen
Frank S. Shaw, Jr.
14
<PAGE> 17
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS,
DIRECTORS AND EXECUTIVE OFFICERS
The Following Table shows the number of shares of Common Stock beneficially
owned as of March 10, 2000 by: (i) persons known by the Company to be the
beneficial owners of more than 5% of its outstanding Common Stock; (ii) each
Nominee for Director; (iii) the Executive Officers named in the Summary
Compensation Table; and (iv) all Directors and Executive Officers as a group.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
NAME AND ADDRESS BENEFICIAL OWNERSHIP PERCENT OF CLASS(1)
- ---------------- -------------------- -------------------
<S> <C> <C>
Alfred I. duPont Testamentary Trust..... 51,875,700(2) 60.9
1650 Prudential Drive, Suite 300
Jacksonville, Florida 32207
Michael L. Ainslie...................... 12,000(3) *
Michael F. Bayer........................ 51,273(4) *
Jacob C. Belin.......................... 51,905,465(5) 60.9
John S. Lord............................ -0- *
Herbert H. Peyton....................... 51,875,700(6) 60.9
John J. Quindlen........................ 2,600(7) *
Michael N. Regan........................ 22,250(8) *
Walter L. Revell........................ 3,000(9) *
Robert M. Rhodes........................ 101,813(10) *
Peter S. Rummell........................ 2,550,781(11) 3
Frank S. Shaw, Jr....................... 16,000(12) *
Winfred L. Thornton..................... 51,881,171(13) 60.9
Kevin M. Twomey......................... 205,000(14) *
John D. Uible........................... 17,270(15) *
Total Directors and Executive
Officers.............................. 54,892,923(16) 64.4
</TABLE>
- -------------------------
(1) All percentages are rounded to the nearest tenth of one percent.
(2) On October 28, 1999, Amendment No. 1 to Schedule 13D was filed with the SEC
by Swamp Hall Properties, L.P., a Delaware Limited Partnership (the
"Partnership"). The general partner of the Partnership is the Rockland
Company, a Delaware Corporation (the "General Partner"). All of the
outstanding stock of the General Partner is owned by the Alfred I. duPont
Testamentary Trust (the "Trust"). In addition, the Trust is the sole
limited partner of the Partnership. The Trustees of the Trust are Jacob C.
Belin, Herbert H. Peyton, John Porter, William T. Thompson, III, Winfred L.
Thornton and Hugh M. Durden on behalf of Wachovia Bank, N.A., a subsidiary
of Wachovia Corporation, as Corporate Trustee (collectively the
"Trustees"). A majority of the Trustees have the power to elect the
Directors of the General Partner. In addition, the Trustees constitute the
entire Board of Directors of the Nemours Foundation (the "Foundation"), and
therefore have voting and dispositive power over the shares of the Company
owned by the Foundation. As of September 30, 1999, the Partnership
distributed to the Trust 49,643,292 shares of the Common Stock of the
Company. As a result of the transaction, the Trust directly and
beneficially owns 49,643,292 shares of the Common Stock of the Company. The
Trustees, by virtue of their status as Trustees of the Trust and Directors
of the Foundation, have the power to vote or direct the vote and the power
to dispose or direct the disposition of the 49,643,292 shares of the Common
Stock
15
<PAGE> 18
of the Company owned by the Trust and the 2,232,408 shares of the Common
Stock of the Company owned by the Foundation. In addition, Mr. Belin has
the power to vote and to dispose of 27,765 shares of the Common Stock of
the Company directly and beneficially owned by Mr. Belin; Mr. Thompson has
the power to vote and to dispose of 162,000 shares of the Common Stock of
the Company directly and beneficially owned by Mr. Thompson; and Mr.
Thornton has the power to vote and to dispose of 3,471 shares of the Common
Stock of the Company directly and beneficially owned by Mr. Thornton.
(3) Includes 2,000 of Mr. Ainslie's 4,000 options which are vested or will vest
within sixty (60) days of the date of this Proxy Statement.
(4) Includes 50,544 of Mr. Bayer's 84,240 options which are vested or will vest
within sixty (60) days of the date of this Proxy Statement.
(5) Includes 49,643,292 shares of the Common Stock of the Company owned by the
Trust, 2,232,408 shares of the Common Stock of the Company owned by the
Foundation, 27,765 shares of the Common Stock of the Company owned by Mr.
Belin, and 2,000 of Mr. Belin's 4,000 options which are vested or will vest
within sixty (60) days of the date of this Proxy Statement.
(6) Includes 49,643,292 shares of the Common Stock of the Company owned by the
Trust and 2,232,408 shares of the Common Stock of the Company owned by the
Foundation.
(7) Includes 2,000 of Mr. Quindlen's 4,000 options which are vested or will
vest within sixty (60) days of the date of this Proxy Statement.
(8) Includes 21,000 of Mr. Regan's 60,000 options which are vested or will vest
within sixty (60) days of the date of this Proxy Statement and 518 shares
held in the Company's 401(k) plan.
(9) Includes 2,000 of Mr. Revell's 4,000 options which are vested or will vest
within sixty (60) days of the date of this Proxy Statement.
(10) Includes 101,088 of Mr. Rhodes' 168,480 options which are vested or will
vest within sixty (60) days of the date of this Proxy Statement.
(11) Includes 2,426,112 of Mr. Rummell's 4,403,520 options which are vested or
will vest within sixty (60) days of the date of this Proxy Statement.
(12) Includes 2,000 of Mr. Shaw's 4,000 options which are vested or will vest
within sixty (60) days of the date of this Proxy Statement.
(13) Includes 49,643,296 shares of the Common Stock of the Company owned by the
Trust, 2,232,408 shares of the Common Stock of the Company owned by the
Foundation, 3,471 shares of the Common Stock of the Company owned by Mr.
Thornton and 2,000 of Mr. Thornton's 4,000 options which are vested or will
vest within sixty (60) days of the date of this Proxy Statement.
(14) Includes 100,000 of Mr. Twomey's 500,000 options which are vested or will
vest within sixty (60) days of the date of this Proxy Statement.
(15) Includes 2,000 shares of Mr. Uible's 4,000 options which are vested or will
vest within sixty (60) days of the date of this Proxy Statement.
16
<PAGE> 19
(16) Includes 46,339 shares of the Company's Common Stock held in the Company's
401(k) plan.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's Directors, Executive Officers and
holders of more than 10% of the Company's Common Stock to file initial reports
of ownership and reports in changes in ownership of Common Stock of the Company
with the Commission. The Company believes all filings were timely made except by
Mr. Rummell who inadvertently reported late the sale of 28,481 shares of the
Company's Common Stock.
The Company has policies and procedures in place to assist its Directors
and Executive Officers in complying with the filing requirements of Section
16(a).
PERFORMANCE GRAPH
The following performance graph compares the Company's cumulative
shareholder returns for the period March 31, 1995 through March 31, 2000
assuming $100 invested on March 31, 1995 in the Company's Common Stock, in the
Russell 1000 Index and in the Wilshire Real Estate Securities Index. The total
return assumes dividends are reinvested. The stock price performance shown on
the graph below is not necessarily indicative of future price performance.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
<TABLE>
<CAPTION>
THE ST. JOE COMPANY RUSSELL 1000 INDEX WILSHIRE REAL ESTATE
------------------- ------------------ --------------------
<S> <C> <C> <C>
3/95 100 100 100
3/96 93 130 110
3/97 119 150 139
3/98 163 218 154
3/99 118 251 116
3/00 140 300 111
</TABLE>
17
<PAGE> 20
CERTAIN TRANSACTIONS
Jacob C. Belin and Winfred L. Thornton are Trustees of the Alfred I. duPont
Testamentary Trust (the "Trust") a principal shareholder of the Company and also
serve as Directors of the Company and Florida East Coast Industries, Inc.
("FECI") a consolidated subsidiary of the Company.
On May 1, 1997, the Company entered into Consulting Agreements with Mr.
Belin and Mr. Thornton (the "Consulting Agreements"). Pursuant to the Consulting
Agreements, Messrs. Belin and Thornton will advise and counsel the Company on
various corporate matters at the request of the Chairman and Chief Executive
Officer. The Consulting Agreements provide that Messrs. Belin and Thornton will
receive annual compensation of $100,000 and $112,000, respectively, and will be
reimbursed for expenses actually incurred up to $10,000 per year.
Mr. Belin's Agreement expired December 31, 1999 and Mr. Thornton's
Agreement expires on April 30, 2001.
In addition, the Nemours Foundation and the Company rent office space from
one of the Company's subsidiaries at rates approximating market rentals.
PROPOSAL NO. 2
RATIFICATION OF INDEPENDENT ACCOUNTANTS
The Board, upon the recommendation of the Audit Committee, has appointed
the firm of KPMG Peat Marwick L.L.P. to audit the consolidated financial
statements for the Company for the 2000 fiscal year.
VOTE REQUIRED. The proposal to ratify the appointment of KPMG Peat Marwick
will require approval by a majority of the votes cast by the holders of the
shares of Common Stock voting in person or by proxy at the meeting.
GENERAL INFORMATION ABOUT KPMG PEAT MARWICK. The firm of KPMG Peat Marwick
L.L.P. has been the Company's Accountant of record since August, 1990. It is
expected that a representative of KPMG Peat Marwick L.L.P. will be present at
the Annual Meeting to answer Shareholders' questions and will be given an
opportunity to make a statement.
The Board recommends the Shareholders vote FOR ratification of KPMG Peat
Marwick. L.L.P. as the Company's independent accountants for the 2000 fiscal
year.
SHAREHOLDER PROPOSALS
Shareholders may submit proposals on matters appropriate for shareholder
action. These proposals must be made in accordance with the rules of the
Securities Exchange Commission and with the Company's Bylaws. A proposal for the
2001 Annual Meeting of Shareholders must be received by the Secretary of the
Company at the address shown on the first page of this Proxy Statement as
follows:
1. Pursuant to the Company's Bylaws, the proposal must be received no
sooner than November 3, 2000 and no later than December 1, 2000 to be
eligible to be presented from the floor for vote at the meeting (but not
included in the Company's 2001 Proxy Statement); or
18
<PAGE> 21
2. Pursuant to the rules of the Securities Exchange Commission, the
proposal must be received by December 11, 2000 to be eligible for inclusion
in the Company's 2001 Proxy Statement.
OTHER MATTERS
The Board of Directors does not know of any other business to be presented
at the Annual Meeting; however, if any other matters come before the Annual
Meeting, it is the intention of the persons named in the accompanying Proxy to
vote pursuant to the Proxy in accordance with their judgment in such matters.
BY ORDER OF THE BOARD OF
DIRECTORS,
/s/ ROBERT M. RHODES
Robert M. Rhodes
Executive Vice President and General
Counsel
Dated: March 31, 2000.
19
<PAGE> 22
. FOLD AND DETACH HERE .
- --------------------------------------------------------------------------------
THE ST. JOE COMPANY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD MAY 9, 2000.
The undersigned having received Notice of Annual Meeting and Proxy Statement
dated April 10, 2000, appoints Peter S. Rummell as Proxy with full power of
substitution to represent the undersigned and to vote all shares of common stock
of The St. Joe Company, which the undersigned is entitled to vote at the Annual
Meeting of Shareholders, to be held on Tuesday, May 9, 2000, at 10:00 a.m.
Eastern Daylight Savings Time, at the Radisson Riverwalk Hotel, 1515 Prudential
Drive, Jacksonville, Florida, or at any continuance thereof, with discretionary
authority as provided in the Proxy Statement.
Please mark your vote as indicated in the example. [X]
THIS PROXY WILL BE VOTED AS DIRECTED. IF NO DIRECTION IS MADE, IT WILL BE
VOTED "FOR" THE PROPOSALS SET FORTH ON THIS CARD. THE BOARD OF DIRECTORS
RECOMMENDS A VOTE "FOR" THE FOLLOWING PROPOSALS:
- --------------------------------------------------------------------------------
1. ELECTION OF DIRECTORS
Nominees: Michael L. Ainslie, Jacob C. Belin, John S. Lord, Herbert H.
Peyton, John J. Quindlen, Water L. Revell, Peter S. Rummell, Frank S. Shaw,
Jr., Winfred L. Thornton, John D. Uible
<TABLE>
<S> <C> <C>
[ ] FOR [ ] WITHHELD [ ] FOR, EXCEPT VOTE WITHHELD FROM THE FOLLOWING NOMINEES
</TABLE>
. FOLD AND DETACH HERE .
- --------------------------------------------------------------------------------
2. RATIFICATION OF INDEPENDENT ACCOUNTANTS
[ ] FOR [ ] AGAINST [ ] ABSTAIN
X
------------------------------
X
------------------------------
Date
------------------------------
Please sign exactly as your
name appears on shares. 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.
