-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DsjebWCiZBm2Yr+o/ylvnBrJA6KJtkeLCsdxkw+n87I/h3oywgnFyMuA/h3xNL/S 5rfQQ85LKAe88a5FeomMFQ== 0000950144-97-005359.txt : 19970512 0000950144-97-005359.hdr.sgml : 19970512 ACCESSION NUMBER: 0000950144-97-005359 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970505 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970509 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ST JOE PAPER CO CENTRAL INDEX KEY: 0000745308 STANDARD INDUSTRIAL CLASSIFICATION: PAPERBOARD MILLS [2631] IRS NUMBER: 590432511 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10466 FILM NUMBER: 97599249 BUSINESS ADDRESS: STREET 1: 1650 PRUDENTIAL DR STE 400 CITY: JACKSONVILLE STATE: FL ZIP: 32207 BUSINESS PHONE: 9043966600 MAIL ADDRESS: STREET 1: P O BOX 1380 STREET 2: P O BOX 1380 CITY: JACKSONVILLE STATE: FL ZIP: 32201 8-K 1 ST. JOE CORPORATION 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): May 5, 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 - -------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (904) 396-6600 -------------- 2 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 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 May 9, 1997 By: /s/ Peter S. Rummell ----------------------- --------------------- Peter S. Rummell Chief Executive Officer EX-99 2 PRESS RELEASE DATED 5/5/97 1 Exhibit 99 [ST. JOE CORPORATION LETTERHEAD] FOR IMMEDIATE RELEASE MONDAY, MAY 5, 1997 CONTACT: Vince Duffy Powell Tate 212/521-5215
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." 2 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. -----END PRIVACY-ENHANCED MESSAGE-----