SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A AMENDMENT NO. 1 CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) April 17, 2002 ----------------- The St. Joe Company - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Florida - -------------------------------------------------------------------------------- 1-10466 59-0432511 - -------------------------------------------------------------------------------- (Commission File Number) (IRS Employer Identification No.) 1650 Prudential Drive, Suite 400, Jacksonville, FL 32207 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (904) 396-6600 - -------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) N/A - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) PRELIMINARY STATEMENT The 8-K/A is filed to amend the Form 8-K filed by the Registrant on April 18, 2002 in which the transaction described herein was reported under Item 5. The Registrant has determined the transaction should be reported under Item 2 and has included the required financial information as an Exhibit to this Form 8-K/A. ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS On April 17, 2002, The St. Joe Company sold all the stock of its wholly owned subsidiary, St. Joe Real Estate Services, Inc., to NRT Incorporated, a subsidiary of Cendant Corporation. The purchase price, which was calculated based on the earnings of St. Joe Real Estate Services, Inc. and included working capital, was approximately $170 million. St. Joe Real Estate Services, Inc. is engaged in residential real estate brokerage under the Arvida Realty Services ("ARS") brand name and also provides mortgage and title services. It operates only in the State of Florida. NRT, Incorporated will continue to operate the business using the Arvida name for a transitional period.
ITEM 7. EXHIBIT INDEX 99.1 Pro forma Financial Information - Filed Herewith. 99.2 Stock Purchase Agreement dated April 17, 2002 - Incorporated by reference to Exhibit 99.1 to St. Joe Form 8-K filed April 18, 2002. 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. The St. Joe Company ------------------- (Registrant) Date: May 8, 2002 By: /s/ Robert M. Rhodes ------------ -------------------- (Signature) Name: Robert M. Rhodes ---------------- Title: Executive Vice President -------------------------- and General -----------
The St. Joe Company Pro Forma Consolidated Financial Statements The following unaudited pro forma consolidated balance sheet is based upon the historical consolidated balance sheet of the Company as of December 31, 2001 as if the Company had completed the sale of St. Joe Real Estate Services, Inc., a wholly-owned subsidiary operating as Arvida Realty Services ("ARS"), as of that date. The following unaudited pro forma consolidated statement of income of the Company is based upon the historical consolidated statement of income for the year ended December 31, 2001 and is presented as if the Company had completed the sale of ARS as of January 1, 2001. These unaudited pro forma consolidated financial statements should be read in conjunction with the Company's annual report filed on Form 10-K/A for the year ended December 31, 2001. The unaudited pro forma consolidated financial statements are not necessarily indicative of what the actual financial position or results of operations of the Company would have been at December 31, 2001 assuming the transaction had been completed as set forth above, nor does it purport to represent the financial position or results of the Company in the future periods.
THE ST. JOE COMPANY Pro Forma Consolidated Balance Sheet December 31, 2001 (Unaudited) (in thousands) Sale Historical of ARS (a) Pro Forma -------------------------------------------------- ASSETS Investment in real estate $ 736,734 -- 736,734 Cash and cash equivalents 40,940 110,590 (b) 151,530 Short-term investments 23,689 (23,571) 118 Marketable securities 141,086 -- 141,086 Accounts receivable 27,783 (1,439) 26,344 Mortgage loans held for sale 32,720 (32,720) -- Prepaid pension asset 86,612 -- 86,612 Property, plant and equipment, net 49,826 (12,264) 37,562 Goodwill 143,383 (91,165) 52,218 Other assets 57,786 (3,150) 54,636 -------------------------------------------------- Total assets $ 1,340,559 (53,719) 1,286,840 ================================================== LIABILITIES AND STOCKHOLDERS' EQUITY Debt $ 498,015 (55,638) 442,377 Accounts payable 49,290 (7,480) 41,810 Accrued liabilities 59,213 (9,975) 49,238 Deferred income taxes 211,914 (3,708) 208,206 Minority interest in consolidated subsidiaries 4,054 -- 4,054 -------------------------------------------------- Total liabilities 822,486 (76,801) 745,685 -------------------------------------------------- Stockholders' Equity: Common stock, no par value; 180,000,000 shares authorized; 95,509,175 issued 83,154 -- 83,154 Retained earnings 724,832 23,082 747,914 Accumulated other comprehensive income 88,137 -- 88,137 Restricted stock deferred compensation (951) -- (951) Treasury stock, 15,999,567 shares, at cost (377,099) -- (377,099) -------------------------------------------------- Total stockholders' equity 518,073 23,082 541,155 -------------------------------------------------- Total liabilities and stockholders' equity $ 1,340,559 (53,719) 1,286,840 ================================================== See accompanying notes to pro forma consolidated balance sheet.
The St. Joe Company Notes to Pro Forma Consolidated Balance Sheet December 31, 2001 (Unaudited) (In thousands) (a) On April 17, 2002, the Company completed the sale of ARS to NRT Incorporated, a subsidiary of Cendant Corporation, in an all cash transaction, for approximately $170,000, which included a base purchase price of $157,500 plus reimbursement for the net working capital held by ARS at the transaction date. The December 31, 2001 historical balance sheet included ARS on a consolidated basis. This pro forma adjustment represents the deconsolidation of the assets and liabilities of ARS as if the sale of ARS had occurred on January 1, 2001. (b) The adjustment to cash and cash equivalents includes the cash purchase price as if the sale had occurred on December 31, 2001, reduced by direct costs of the sale as follows: