SC 13D/A 1 dsc13da.txt AMENDMENT #4 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 4)* The St. Joe Company ------------------- (Name of Issuer) Common Stock, No par value -------------------------- (Title of Class of Securities) 790148100 --------- (CUSIP Number) Winfred L. Thornton Alfred I. duPont Testamentary Trust 4600 Touchton Road, East Building 200, Suite 500 Jacksonville, FL 32246 (904) 232-4148 --------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 21, 2002 ------------- (Date of Event Which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f), or Rule 13d-1(g), check the following box [ ]. Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a recording person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 1) Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons (Entities Only) Alfred I. duPont Testamentary Trust 2) Check the Appropriate Row if a Member of a Group (See Instructions) (a) (b) X 3) SEC Use Only 4) Source of Funds (See Instructions) 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) 6) Citizenship or Place of Organization Florida Number of 7) Sole Voting Power 33,955,986 Shares Bene- ficially 8) Shared Voting Power 33,955,986 Owned by Each 9) Sole Dispositive Power 33,955,986 Reporting Person With 10) Shared Dispositive Power 33,955,986 11) Aggregate Amount Beneficially Owned by Each Reporting Person 33,955,986 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) 13) Percent of Class Represented by Amount in Row (11) 43.6% 14) Type of Reporting Person (See Instructions) OO 1) Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons (Entities Only) The Nemours Foundation 2) Check the Appropriate Row if a Member of a Group (See Instructions) (a) (b) X 3) SEC Use Only 4) Source of Funds (See Instructions) 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) 6) Citizenship or Place of Organization Florida Number of 7) Sole Voting Power 2,082,108 Shares Bene- ficially 8) Shared Voting Power 2,082,108 Owned by Each 9) Sole Dispositive Power 2,082,108 Reporting Person With 10) Shared Dispositive Power 2,082,108 11) Aggregate Amount Beneficially Owned by Each Reporting Person 2,082,108 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) 13) Percent of Class Represented by Amount in Row (11) 2.7% 14) Type of Reporting Person (See Instructions) OO 1) Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons (Entities Only) Winfred L. Thornton 2) Check the Appropriate Row if a Member of a Group (See Instructions) (a) (b) X 3) SEC Use Only 4) Source of Funds (See Instructions) 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) 6) Citizenship or Place of Organization United States of America Number of 7) Sole Voting Power 14,523 Shares Bene- ficially 8) Shared Voting Power 36,038,094 Owned by Each 9) Sole Dispositive Power 14,523 Reporting Person With 10) Shared Dispositive Power 36,038,094 11) Aggregate Amount Beneficially Owned by Each Reporting Person 36,052,617 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) 13) Percent of Class Represented by Amount in Row (11) 46.3% 14) Type of Reporting Person (See Instructions) IN 1) Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons (Entities Only) Wachovia Bank, N.A., a subsidiary of Wachovia Corporation, as Corporate Trustee 2) Check the Appropriate Row if a Member of a Group (See Instructions) (a) (b) X 3) SEC Use Only 4) Source of Funds (See Instructions) 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) 6) Citizenship or Place of Organization United States of America Number of 7) Sole Voting Power 91,600 Shares Bene- ficially 8) Shared Voting Power 36,038,094 Owned by Each 9) Sole Dispositive Power 89,000 Reporting Person With 10) Shared Dispositive Power 36,039,794 11) Aggregate Amount Beneficially Owned by Each Reporting Person 36,130,394 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) 13) Percent of Class Represented by Amount in Row (11) 46.4% 14) Type of Reporting Person (See Instructions) BK 1) Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons (Entities Only) Hugh M. Durden 2) Check the Appropriate Row if a Member of a Group (See Instructions) (a) (b) X 3) SEC Use Only 4) Source of Funds (See Instructions) 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d)or 2(e) 6) Citizenship or Place of Organization United States of America Number of 7) Sole Voting Power 1,334 Shares Bene- ficially 8) Shared Voting Power 36,038,094 Owned by Each 9) Sole Dispositive Power 1,334 Reporting Person With 10)Shared Dispositive Power 36,038,094 11) Aggregate Amount Beneficially Owned by Each Reporting Person 36,039,428 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) 13) Percent of Class Represented by Amount in Row (11) 46.3% 14) Type of Reporting Person (See Instructions) IN 1) Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons (Entities Only) John S. Lord 2) Check the Appropriate Row if a Member of a Group (See Instructions) (a) (b) X 3) SEC Use Only 4) Source of Funds (See Instructions) 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d)or 2(e) 6) Citizenship or Place of Organization United States of America Number of 7) Sole Voting Power 5,233 Shares Bene- ficially 8) Shared Voting Power 36,038,094 Owned by Each 9) Sole Dispositive Power 5,233 Reporting Person With 10)Shared Dispositive Power 36,038,094 11) Aggregate Amount Beneficially Owned by Each Reporting Person 36,043,327 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) 13) Percent of Class Represented by Amount in Row (11) 46.3% 14) Type of Reporting Person (See Instructions) IN 1) Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons (Entities Only) Herbert H. Peyton 2) Check the Appropriate Row if a Member of a Group (See Instructions) (a) (b) X 3) SEC Use Only 4) Source of Funds (See Instructions) 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2 (d)or 2(e) 6) Citizenship or Place of Organization United States of America Number of 7) Sole Voting Power 5,233 Shares Bene- ficially 8) Shared Voting Power 36,038,094 Owned by Each 9) Sole Dispositive Power 5,233 Reporting Person With 10)Shared Dispositive Power 36,038,094 11) Aggregate Amount Beneficially Owned by Each Reporting Person 36,043,327 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) 13) Percent of Class Represented by Amount in Row (11) 46.3% 14) Type of Reporting Person (See Instructions) IN 1) Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons (Entities Only) John F. Porter, III 2) Check the Appropriate Row if a Member of a Group (See Instructions) (a) (b) X 3) SEC Use Only 4) Source of Funds (See Instructions) 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d)or 2(e) 6) Citizenship or Place of Organization United States of America Number of 7) Sole Voting Power 0 Shares Bene- ficially 8) Shared Voting Power 36,038,094 Owned by Each 9) Sole Dispositive Power 0 Reporting Person With 10)Shared Dispositive Power 36,038,094 11) Aggregate Amount Beneficially Owned by Each Reporting Person 36,038,094 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) 13) Percent of Class Represented by Amount in Row (11) 46.3% 14) Type of Reporting Person (See Instructions) IN 1) Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons (Entities Only) W. T. Thompson, III 2) Check the Appropriate Row if a Member of a Group (See Instructions) (a) (b) X 3) SEC Use Only 4) Source of Funds (See Instructions) 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2 (d)or 2(e) 6) Citizenship or Place of Organization United States of America Number of 7) Sole Voting Power 1,500 Shares Bene- ficially 8) Shared Voting Power 36,173,094 Owned by Each 9) Sole Dispositive Power 1,500 Reporting Person With 10)Shared Dispositive Power 36,173,094 11) Aggregate Amount Beneficially Owned by Each Reporting Person 36,174,594 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) 13) Percent of Class Represented by Amount in Row (11) 46.4% 14) Type of Reporting Person (See Instructions) IN Items 2, 4, 5, and 7 are amended as set forth below. Item 2. Identity and Background This Amendment is filed on behalf of the Alfred I. duPont Testamentary Trust (the "Trust"), the Nemours Foundation (the "Foundation"), Wachovia Bank, N.A. as Corporate Trustee, Hugh M. Durden, John S. Lord, Herbert H. Peyton, John F. Porter, III, William T. Thompson, III, and Winfred L. Thornton (collectively, the "Reporting Persons"). The Trust's and the Foundation's business address is 4600 Touchton Road, East Building 200, Suite 500, Jacksonville, FL 32246. The Trust was established under the Last Will and Testament of Alfred I. duPont. The Foundation is a non-profit corporation organized under the laws of the State of Florida. The Trustees of the Trust are Messrs. Lord, Peyton, Porter, Thompson, Thornton and Wachovia Bank, N.A., a subsidiary of Wachovia Corporation, the corporate trustee of the Trust (collectively, the "Trustees"). The individual trustees and Hugh M. Durden, the representative of the Corporate Trustee, constitute the entire Board of Directors of the Foundation. By virtue of their status as trustees and directors, the Trustees and the directors of the Foundation have the power to vote or direct the vote and the power to dispose or direct the disposition of the shares of the Issuer owned by the Trust and the Foundation. Messrs. Durden, Lord, Peyton and Thornton are also directors of the Issuer. During the past five years, none of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). In addition, during the past five years, none of the Reporting Persons have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or a finding of any violation with respect to such laws. All of the individuals that are Reporting Persons are citizens of the United States of America. Wachovia Bank, N.A., is a national banking association. Item 4. Purpose of Transaction The Reporting Persons acquired the Common Stock of the Issuer reported herein for investment purposes. Although the Reporting Persons intend to exercise their rights as a significant stockholder, the Reporting Persons currently do not have any plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any material change in the present capitalization or dividend policy of the Issuer; (e) any other material change in the Issuer's business or corporate structure; (f) changes in the Issuer's articles of incorporation, constitution, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (g) causing a class of securities of the Issuer to be deleted from a national securities exchange or to cease to be authorized or quoted in an inter-dealer quotation system of a registered national securities association; (h) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or (i) any action similar to any of those enumerated above. The Reporting Persons do not have any plans or proposals which relate to or result in any change in the officers of the Issuer. Presently, Messrs. Durden, Lord, Peyton and Thornton are directors on the Issuer's Board of Directors which has nine members and the Reporting Persons do not have any plans or proposals to change the number or term of directors, other than to fill any future vacancies on the Board. On June 17, 2002, the Trust entered into an Underwriting Agreement (the "Underwriting Agreement") with the Issuer and the Underwriters named therein relating to a secondary offering (the "Secondary Offering") with respect to 8,050,000 shares of Common Stock which consisted of 7,000,000 shares of Common Stock originally offered and an over-allotment option with respect to 1,050,000 shares of Common Stock. The closing under the Underwriting Agreement occurred on June 21, 2002. In addition, the Trust and the Issuer closed on a $75 million transaction under which the Issuer purchased from the Trust, concurrently with the consummation of the Secondary Offering, approximately 2,586,206 shares of Common Stock at a price per share of $29.00, which equaled the public offering price in the Secondary Offering. The Trust sold shares of the Common Stock in the Secondary Offering in order to diversify the Trust's assets. In the future, the Trust may sell additional shares of Common Stock, but has agreed with the underwriters that it will not, subject to customary exceptions, effect any sales of Common Stock for a period of 180 days from the date of the prospectus (June 17, 2002) relating to the Secondary Offering without the consent of Morgan Stanley & Co. Incorporated. The Trust anticipates that it will continue to reduce its ownership of Common Stock over the next several years through open market sales, private sales, participation in the Issuer's stock repurchase program or otherwise. The timing and amount of sales by the Trust is subject to a number of uncertainties, including the market price of the Common Stock, the Issuer's prospects and general economic conditions. As stated in Item 2, Messrs. Durden, Lord, Peyton and Thornton are all directors of the Issuer and by serving in that capacity may explore actions and transactions that may be advantageous to the Issuer, including but not limited to possible mergers, acquisitions, reorganizations or other material changes in the business, corporate structure, management, policies, governing instruments, capitalization, securities or regulatory or reporting obligations of the Issuer. However, Messrs. Durden, Lord, Peyton and Thornton do not currently have any plans or proposals that relate to or would result in any of the actions listed in (a) through (i) above. Item 5. Interest in Securities of the Issuer (a) As of the close of business on the date hereof, the Trust beneficially owned 33,955,986 shares of the Common Stock, which represented 43.6% of the issued and outstanding shares of Common Stock of the Issuer. As of such date, the Foundation beneficially owned 2,082,108 shares of Common Stock of the Issuer, which represented 2.7% of the outstanding Common Stock of the Issuer. By virtue of their status as trustees and directors, the Trustees and the directors of the Foundation may be deemed to have indirect beneficial ownership of the shares of the Issuer owned by the Trust and the Foundation. In addition, as of such date, Winfred L. Thornton has beneficially ownership over 3,471 shares of Common Stock of the Issuer, and William T. Thompson, III has beneficial ownership over 136,500 shares of the Common Stock of the Issuer. In addition, as of such date, John S. Lord has the right to acquire, 5,233 shares of the Common Stock of the Issuer, Herbert H. Peyton has the right to acquire 5,233 shares of the Common Stock of the Issuer, Hugh M. Durden has the right to acquire 1,334 shares of the Common Stock of the Issuer and Winfred L. Thornton has the right to acquire 11,052 shares of the Common Stock of the Issuer. In addition, Wachovia Bank, N.A., may be deemed to have beneficial ownership over 92,300 shares of Common Stock of the Issuer held in fiduciary and investment capacities. The number of shares owned by each of the foregoing individuals and Wachovia Bank, N.A., individually and in the aggregate represented less than 1% of the outstanding Common Stock of the Issuer. (b) By virtue of their status as trustees and directors, the Trustees and the directors of the Foundation have the power to vote or direct the vote and the power to dispose or direct the disposition of the 33,955,986 shares of Common Stock of the Issuer owned by the Trust and the 2,082,108 shares of Common Stock of the Issuer owned by the Foundation. Mr. Thornton has the sole power to vote and dispose of the 3,471 shares of Common Stock of the Issuer which he owns. Mr. Thompson has the sole power to vote and dispose of 1,500 shares of Common Stock of the Issuer which he owns and shares voting and dispositive power over the other 135,000 shares of Common Stock of the Issuer he beneficially owns. In addition to the shares held by the Trust and Foundation, Wachovia Bank, N.A., has sole voting power over 91,600 shares of Common Stock of the Issuer, sole dispositive power over 89,000 shares of Common Stock of the Issuer, and shared dispositive power over 1,700 shares of Common Stock of the Issuer. (c) On June 21, 2002, the Trust closed on the following transactions in the Issuer's Common Stock:
-------------------------------------------------------------------------------- Date of Type of event or Number of Price per Number of event or transaction shares share and shares trans- acquired or aggregate solely action disposed of price owned after transaction -------------------------------------------------------------------------------- 6/21/02 Sale pursuant to 8,050,000 $27.6225 per 36,542,192 Secondary share; Offering $222,361,125 -------------------------------------------------------------------------------- 6/21/02 Sale to Issuer 2,586,206 $29.00 per 33,955,986 share; $75,000,000 --------------------------------------------------------------------------------
Item 7. Material To Be Filed As Exhibits 1. Underwriting Agreement dated June 17, 2001 among the Alfred I. duPont Testamentary Trust, The St. Joe Company and the Underwriters named therein is filed herewith. 2. Agreement among Reporting Persons dated June 28, 2002. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Alfred I. duPont Testamentary Trust June 28, 2002 /s/Winfred L. Thornton ------------------------------ Winfred L. Thornton Chairman SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. The Nemours Foundation June 28, 2002 /s/ William T. Thompson, III --------------------------------- William T. Thompson, III Chairman SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Wachovia Bank, N.A., as Corporate Trustee June 28, 2002 /s/ Joe Long --------------------------------- Joe Long Senior Vice President SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. June 28, 2002 /s/ Hugh M. Durden ------------------------------------- Hugh M. Durden SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. June 28, 2002 /s/ John S. Lord ------------------------------------ John S. Lord SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. June 28, 2002 /s/ Herbert H. Peyton ------------------------------------ Herbert H. Peyton SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. June 28, 2002 /s/ John F. Porter, III ------------------------------------ John F. Porter, III SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. June 28, 2002 /s/ William T. Thompson, III ------------------------------------ William T. Thompson, III SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. June 28, 2002 /s/ Winfred L. Thornton ------------------------------------ Winfred L. Thornton