UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K/A

CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported)                June 20, 2007               

The St. Joe Company

(Exact Name of Registrant as Specified in Its Charter)

Florida		1-10466		59-0432511
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

245 Riverside Avenue, Suite 500 Jacksonville, FL		32202
(Address of Principal Executive Offices)		(Zip Code)

(904) 301-4200

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-(c))

 

 

Explanatory Note

This Form 8-K/A amends the Current Report on Form 8-K filed by The St. Joe Company with the Securities and Exchange Commission (the “SEC”) on June 22, 2007, as amended by that Form 8-K/A filed by the Company with the SEC on August 13, 2007 (collectively, the “Original 8-K”), regarding the closing of the sale of 16 of the 17 properties in the Company’s office building portfolio. The information previously reported in the Original 8-K is hereby incorporated by reference into this Form 8-K/A, except to the extent such information has been modified or amended as described herein.

Item 2.01.     Completion of Acquisition or Disposition of Assets.

On September 19, 2007, the Company closed the sale of the last building in its office building portfolio to an affiliate of Eola Capital, LLC for $44.0 million. The purchase price included the assumption of approximately $28.6 million of mortgage debt in connection with the sale. Additional information regarding the sale is set forth in our press release dated September 19, 2007, a copy of which is filed as exhibit 99.1 hereto and is incorporated by reference herein.

Item 9.01.     Financial Statements and Exhibits

(b) Pro forma financial information:

The pro forma consolidated statement of income for the year ended December 31, 2006 and notes thereto included in the Company’s Form 8-K/A filed on August 13, 2007 is incorporated by reference herein.

A pro forma consolidated balance sheet as of June 30, 2007 and notes thereto are included herein. This pro forma balance sheet is presented as if the building sale described in Item 2.01 above had occurred as of June 30, 2007.

(c) Exhibits

99.1          Press Release dated September 19, 2007.

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
Pro Forma Consolidated Financial Statements

On June 20, 2007, the Company closed the sale of 15 of the 17 buildings in its office building portfolio as described in the Company’s Current Report on Form 8-K filed with the SEC on June 22, 2007. On August 7, 2007, the Company closed the sale of an additional building (“150 W. Main”) in the office building portfolio as described in the Company’s Current Report on Form 8-K/A filed with the SEC on August 13, 2007. The Company closed the sale of the final building (“Parkwood”) in the office building portfolio on September 19, 2007. The following unaudited pro forma consolidated balance sheet is based upon the Company’s historical financial statements and gives effect to the 150 W. Main and the Parkwood sales.

The unaudited pro forma consolidated balance sheet as of June 30, 2007 is presented as if the 150 W. Main and Parkwood sales had been completed as of June 30, 2007. No unaudited pro forma consolidated statement of income for the three and six months ended June 30, 2007 is presented since the income from the 14 buildings treated as discontinued operations was previously reported as discontinued operations in the Company’s consolidated statement of income included in the Company’s quarterly report on Form 10-Q for the period ended June 30, 2007. The unaudited pro forma consolidated statement of income for the year ended December 31, 2006 is incorporated by reference from the Company’s Form 8-K/A filed with the SEC on August 13, 2007.

These unaudited pro forma consolidated financial statements should be read in conjunction with the Company’s annual report on Form 10-K for the year ended December 31, 2006 and quarterly report on Form 10-Q for the period ended June 30, 2007.

The unaudited pro forma consolidated financial statements are not necessarily indicative of what the actual financial position of the Company would have been at June 30, 2007 assuming the transaction had been completed as set forth above, nor does it purport to represent the financial position of the Company in future periods.

THE ST. JOE COMPANY
PRO FORMA CONSOLIDATED BALANCE SHEET
June 30, 2007
(Unaudited)
(Dollars in thousands)

		June 30, 2007				150 W. Main				Parkwood				June 30, 2007
		Historical				Sale of Building				Sale of Building				Pro forma
ASSETS
Investment in real estate		$	887,632											$	887,632
Cash and cash equivalents			20,187			$	26,941	(A)(B)		$	16,635	(C)			63,763
Marketable securities							31,214	(A)							31,214
Accounts receivable, net			13,631												13,631
Notes receivable			112,951												112,951
Prepaid pension asset			102,961												102,961
Property, plant and equipment, net			42,489												42,489
Goodwill, net			26,287												26,287
Other intangible assets, net			2,645												2,645
Other assets			31,626												31,626
Assets held for sale			93,868				(51,047	)(A)(B)			(42,821	)(D)			—
		$	1,334,277			$	7,108			$	(26,186	)		$	1,315,199
LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES:
Debt		$	428,526			$	29,329	(A)						$	457,855
Accounts payable			97,909												97,909
Accrued liabilities			73,041				1,943	(A)							74,984
Income tax payable			72,937				21,995	(A)		$	14,555	(E)			109,487
Deferred income taxes			102,283				(19,503	)(A)			(13,198	)(E)			69,582
Liabilities associated with assets held for sale			60,384				(30,722	)(A)			(29,662	)(F)			—
Total liabilities			835,080				3,042				(28,305	)			809,817
Minority interest in consolidated subsidiaries			7,378												7,378
STOCKHOLDERS’ EQUITY:
Common stock, no par value; 180,000,000 shares authorized; 104,498,861 issued at June 30, 2007.			317,421												317,421
Retained earnings			1,099,576				4,066	(A)			2,119	(G)			1,105,761
Accumulated other comprehensive income			(688	)											(688	)
Treasury stock at cost, 30,104,211 shares held at June 30, 2007.			(924,490	)											(924,490	)
Total stockholders’ equity			491,819				4,066				2,119				498,004
		$	1,334,277			$	7,108			$	(26,186	)		$	1,315,199

See accompanying notes to pro forma consolidated balance sheet.

The St. Joe Company
June 30, 2007
(Unaudited)

Notes to pro forma consolidated balance sheet

Exhibit 99.1

FOR IMMEDIATE RELEASE

THE ST. JOE COMPANY (NYSE: JOE) COMPLETES
THE SALE OF A SUBURBAN ATLANTA OFFICE BUILDING FOR $44 MILLION

JOE Completes the Sale of its Investment Building Portfolio

Jacksonville, Florida — (September 19, 2007) — The St. Joe Company (NYSE: JOE) announced today that it completed the sale of Parkwood Point, a 220,000 square foot office building located in suburban Atlanta, GA, to Eola Capital, LLC for $44.0 million. The 8-story Class A, office building is currently approximately 80 percent leased.

     JOE has now completed the sale of its portfolio of investment office buildings located in seven markets throughout the Southeast that had consisted of seventeen buildings with approximately 2.3 million net rentable square feet. The total sales price for the entire portfolio was $377.5 million sold in three separate closings, including this one. Fifteen buildings with 1.8 million square feet sold in the second quarter this year for $277.5 million. A single building with 225,000 square feet was closed for $56.0 million earlier in the third quarter.

About JOE

     The St. Joe Company (NYSE: JOE), a publicly held company based in Jacksonville, is one of Florida’s largest real estate development companies. We are primarily engaged in real estate development and sales, with significant interests in timber. Our mission is to create places that inspire people and make JOE’s Florida an even better place to live, work and play. We’re no ordinary JOE.

     More information about JOE can be found at our web site at www.joe.com.

Forward-Looking Statements
Statements in this press release that are not historical facts are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements about our beliefs, plans, goals, expectations and intentions. Forward-looking statements involve risk and uncertainty, and there can be no assurance that the results described in such statements will be realized. Such statements are based on our current expectations and we undertake no obligation to publicly update or reissue any forward-looking statements. Risk factors that may cause the actual results to differ are described in this press release and in various documents we have filed with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended December 31, 2006.

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Copyright 2007, The St. Joe Company. “St. Joe,” “JOE” and the “Taking Flight”
design are service marks of The St. Joe Company.