View:
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 [ ]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[x] Preliminary proxy statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
ST. JOE PAPER COMPANY
(Name of Registrant as Specified in Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2)
of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
O-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 O-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 O-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:
N/A
2. Form, Schedule or Registration Statement No.:
N/A
3. Filing Party:
N/A
4. Date Filed:
N/A
ST. JOE PAPER COMPANY
PROXY THIS PROXY IS SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 14, 1996
The undersigned having received the Notice of Annual Meeting and Proxy
Statement dated April __, 1995, appoints J. C. Belin, Richard H. Dent
and F. F. Shaw, Jr. and each of them as Proxies with full power of
substitution to represent the undersigned and to vote all shares of the
common stock of St. Joe Paper Company, which the undersigned is
entitled to vote at the Annual Meeting of Shareholders, to be held on
Tuesday, May 14, 1996, at 10:30 A. M., local time, in the Topsider Room,
Radisson Riverwalk Hotel at St. Johns Place, 1515 Prudential Drive,
Jacksonville, Florida and at any adjournment or adjournments thereof,
with discretionary authority as provided in the Proxy Statement.
In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the Meeting, hereby revoking all
prior proxies to vote the same shares.
Your vote is important! Please sign and date on the reverse and return
promptly to First Union National Bank, Shareholders Services Group,
Two First Union Center, M-12, Charlotte, North Carolina 28288-1154, in
the enclosed envelope, so that your shares can be represented at the
meeting.
(Continued and to be signed on the back)
Please mark votes
[as] in this example: This Proxy will be voted as directed. If no
direction is made, it will be X voted "For" the
proposals set forth below. The Board of
Directors recommends a vote "FOR" the
following proposals.
1. ELECTION OF DIRECTORS
Nominees: J. C. Belin, R. H. Dent, R. E. Nedley, R. B. Newton,
J. J. Quindlen, W. L. Revell, F. S. Shaw, Jr., W. L. Thornton, J. D. Uible
and C. F. Zellers, Jr.
[ ] FOR [ ] WITHHELD [ ] FOR, except vote withheld from the following
nominees from all nominees
nominees ____________________________________
2. PROPOSED NAME CHANGE
Change name of Company to "St. Joe Corporation"
[ ] FOR [ ] AGAINST [ ] ABSTAIN
X________________________________
X________________________________
Date__________________________1996
Please sign exactly as name appears hereon.
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.
April __, 1996
Dear Shareholder:
It is our pleasure to invite you to the Annual Meeting of shareholders of
St. Joe Paper Company to be held at 10:30 A. M. local time on Tuesday,
May 14, 1996, in the Topsider Room at the Raddison Riverwalk Hotel at
St. Johns Place, 1515 Prudential Drive, Jacksonville, Florida. A Notice
of this Annual Meeting and a Proxy Statement covering the formal
business of the meeting are enclosed. The Company's Annual Report to
Shareholders for the fiscal year ended December 31, 1995 was
previously mailed to you.
It is important that your shares be represented at the meeting whether
or not you expect to attend ; therefore, please promptly sign, date and
return the proxy card in the accompanying postage paid envelope. Even
though you execute this proxy, you may revoke it at any time before it is
voted. If you attend the meeting, you will be able to vote in person if you
wish to do so, even if you have previously returned your proxy card.
We look forward to seeing you at the Annual Meeting.
Sincerely,
W. L. Thornton
Chairman and Chief
Executive Officer
ST. JOE PAPER COMPANY
P. O. BOX 1380
JACKSONVILLE, FLORIDA 32201
April __, 1996
TO THE HOLDERS OF COMMON STOCK OF
ST. JOE PAPER COMPANY
NOTICE OF ANNUAL MEETING
The Annual Meeting of Shareholders of St. Joe Paper Company will be
held on Tuesday, May 14, 1996 at 10:30 A. M. local time, in the Topsider
Room, Raddison Riverwalk Hotel at St. Johns Place. 1515 Prudential
Drive, Jacksonville, Florida. The meeting will be held to consider and act
upon the following matters, namely:
1. To elect a Board of ten directors for the ensuing year and
until their successors are duly elected and qualified.
2. A proposal to change the name of the Company to "St. Joe
Corporation".
3. To transact such other business as may properly come before
the Meeting or any adjournment or adjournments thereof.
Shareholders of record at the close of business on March 14, 1996 are
entitled to notice of and to vote at the Annual Meeting.
All shareholders are cordially invited and urged to attend the meeting in
person. The holders of a majority of the outstanding shares entitled to
vote at the Meeting, present in person or by proxy, shall constitute a
quorum.
This notice and the accompanying proxy material contains important
information regarding the Company and matters to be acted upon at the
Annual
Meeting.
BY ORDER OF THE BOARD OF DIRECTORS
RONALD A. ANDERSON
CORPORATE SECRETARY
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT
THE MEETING, WHETHER OR NOT YOU PLAN TO ATTEND
THE MEETING, PLEASE RETURN THE PROXY IN THE ENCLOSED
ENVELOPE PROMPTLY.
ST. JOE PAPER COMPANY
P. O. BOX 1380
JACKSONVILLE, FLORIDA 32201
PROXY STATEMENT
This Proxy Statement is being mailed by order of the Board of Directors
of St. Joe Paper Company, a Florida Corporation, ("St. Joe" or the
"Company") on or about April __, 1996 to all shareholders of record on
March 14, 1996 in connection with the 1996 Annual Meeting of
Shareholders to be held May 14, 1996 and any adjournment or
adjournments thereof.
St. Joe's address is Suite 400, duPont Center, 1650 Prudential Drive,
Jacksonville, Florida 32207, and the telephone number is (904) 396-6600.
A copy of St. Joe's 1995 Annual Report containing financial data and a
summary of operations for 1995 was previously mailed
to the Company's shareholders. The 1995 Annual Report includes the
1995 Annual Report on Form 10-K, except exhibits.
Copies of St. Joe's 1995 Annual Report on Form 10-K are available to
shareholders without charge upon written request to St. Joe, Attention:
Ronald A. Anderson, Corporate Secretary, P. O. Box 1380, Jacksonville,
Florida 32201.
SOLICITATION AND VOTING AT THE MEETING
The enclosed proxy is being solicited by the Company for use in
connection with the Annual Meeting of St. Joe shareholders
to be held May 14, 1996.
The expenses of preparing, assembling, and mailing the proxy material
and of reimbursing brokers, nominees, and fiduciaries for the
out-of-pocket and clerical expenses of transmitting copies of the proxy
material to the beneficial owners of shares held of record by such persons
will be borne by the Company.
The securities entitled to be voted at the meeting are the issued and
outstanding shares of common stock of St. Joe. Only shareholders of
record at the close of business on March 14, 1996 will be entitled to vote
at the meeting. As of March 14, 1996 there were 30,498,650 issued and
outstanding shares of common stock, no par value. Each share is entitled
to one vote at the meeting. Cumulative voting is not authorized.
A proxy may be revoked by a shareholder at any time prior to its being
voted by written notice to the Corporate Secretary of St. Joe or by
attendance and voting in person at the Annual Meeting. If a proxy is
properly signed and is not revoked by the shareholder, the shares it
represents will be voted at the meeting in accordance with the
instructions of the shareholder.
Proxies will be voted as directed. If no direction is made, it will be voted
in favor of the election of the nominees as directors and the proposal to
change the name of the Company.
A quorum at the Annual Meeting consists of a majority of the common
stock represented in person or by proxy. The vote of a majority of such
quorum is required to decide any question that may come before the
meeting, except that a majority vote of all the outstanding shares of
common stock is necessary to adopt the proposal to change the name of
the Company to
"St. Joe Corporation".
1. ELECTION OF DIRECTORS
St. Joe's By-laws provide that the shareholders shall annually fix the
number of directors to serve, which number shall not be less than nine
nor more than fifteen. Between Annual Meetings, the Board may fill such
vacancies as they occur. As of March 14, 1996, there were eleven
directors serving on the Board. The Board of Directors is recommending
to the shareholders that they fix the number of directors to be elected at
the May 14, 1996 Annual Meeting to serve for the ensuing year at ten.
Each shareholder is entitled to as many votes for each director as equals
the number of his shares. Directors will be elected by majority vote of the
votes cast.
The ten persons named below are the nominees for election as directors.
The enclosed proxy will be voted for the election of these directors unless
otherwise indicated by the shareholder. All ten of the nominees listed
below are now members of the Board of Directors and are standing for
reelection. Mr. H. L. Brainin, the remaining member of the current Board
of Directors, is not standing for reelection. The Company knows of no
reason why any nominee for director, as named below, would be unable
to serve but, should any nominee become unavailable for election for any
reason, the persons named in the proxy shall have the right to use their
discretion to vote for a substitute.
On the following pages there is information concerning the ten nominees
for director stating, among other things, their name,
age, position and offices held with the Company, and a brief description
of their business experience.
JACOB C. BELIN
Chairman of the Executive Committee
Director since 1953
Age 81
Mr. Belin has been an officer of St. Joe since 1952, was President
from 1968 to 1984 and Chairman of the Board and Chief Executive
Officer (CEO) from 1982 to June, 1991. He is an officer and/or director
of several of the subsidiaries of St. Joe, including Florida East Coast
Industries, Inc. ("FECI"), a majority owned subsidiary of the Company.
Mr. Belin also serves as a Trustee of the Alfred I. duPont Testamentary
Trust (the "Trust"). See "Stock Ownership of Certain Beneficial Owners".
_____________________________________________________
RICHARD H. DENT
Director since 1994
Age 67
Mr. Dent was a Vice President, First Investors Management Co.
from 1967 to 1976, Vice President, Manufacturers Hanover Trust Co. from
1977 to 1981 and since that time to the present has been President, Dent
Capital Management, located in Greenwich, Connecticut.
_____________________________________________________
ROBERT E. NEDLEY
President and Chief Operating Officer
Director since 1989
Age 57
Mr. Nedley was a Vice President of the Company from 1982 to
June, 1991. Mr. Nedley became President and Chief Operating Officer
of the Company in June, 1991. He also is a member of the Executive
and Pension Committees and serves as an officer and/or director of most
of the subsidiaries of St. Joe.
_________________________________________
RUSSELL B. NEWTON, JR.
Director since 1994
Age 71
Mr. Newton in his early employment years was with Booz Allen &
Hamilton, management consultants and President of Southern Stores, Inc.
In 1968 he became President of Charter Oil Company and held that position
until 1975 when he became principal owner and Chairman of Kern County
Refinery, Inc. Since selling his interest in Kern County Refinery, Inc. in
1981, Mr. Newton has been an investor in oil marketing, shipping, public
utilities, construction, direct mail solicitation and cable TV Mr. Newton is
Chairman of RBN Company which is involved in investment portfolio
management. Mr. Newton is also a director of East Coast Oil Company and
Alliance Mortgage Company.
_____________________________________________________
JOHN J. QUINDLEN
Director since 1995
Age 63
Mr. Quindlen retired as Senior Vice President and Chief Financial
Officer of E. I. duPont de Nemours & Co. in 1993. Except for three years he
served in the U. S. Navy as a Supply Officer, Mr. Quindlen worked for
duPont since 1954 until his retirement, beginning in the Accounting Division
of the Treasurer's Department and advancing through various positions
within the finance and accounting departments of the Company until
reaching the position at which he retired. Mr. Quindlen is a trustee of the
Rodney Square Funds, the Kiewit Mutual Fund, and the Henry Francis
duPont Winterthur Museum. He is a director of Atlantic Aviation
Corporation, and a member of the Finance Council
of the Archdiocese of Philadelphia.
_____________________________________________________
WALTER L. REVELL
Director since 1994
Age 61
Mr. Revell was Secretary of Transportation for the State of Florida
from 1972 to 1975 and then was President, CEO and Director of Post,
Buckley, Schuh & Jernigan, Inc. to 1983. Mr. Revell is presently Chairman
of the Board and CEO of H. J. Ross Associates, Inc., a consulting
engineering, architectural and planning firm in Coral Gables, Florida. He
is also Chairman of the Board and CEO of Revell Investments International,
Inc. and Infinity Technologies, Inc. Mr. Revell is also a director of Spillis
Candela & Partners, Inc.; Norwegian Cruise Line, Ltd.; Dycom Industries,
Inc.; Riscorp, Inc. and Hotelecopy, Inc., and General Partner of Craft Farms.
___________________________________________________
FRANK S. SHAW, JR.
Director since 1995
Age 64
Mr. Shaw is President of Shaw Securities, Inc., a financial services
company, and of Cherry Bluff, a North Florida development firm based in
Tallahassee, Florida. He is also the former President and owner of
Tallahassee Ford. Mr. Shaw is a director of First South Bank; Regional
Financial Corporation and is Chairman of the Board of the Tallahassean,
a weekly newspaper. Mr. Shaw serves on the Board of Directors of The
Southern
Scholarship Foundation, Maclay School Foundation, Leon County Library
Foundation and the James Madison Institute.
_____________________________________________________
WINFRED L. THORNTON
Chairman of the Board and
Director since 1968
Chief Executive Officer
Age 67
Mr. Thornton was President and Chief Operating Officer of St. Joe
from 1984 to June, 1991 at which time he became Chairman of the Board
and CEO. He also is a member of the Executive and Pension Committees
and serves as an officer and/or director of each of the subsidiaries of St.
Joe and has been Chairman and/or President of FECI since it was
incorporated in 1983. Mr. Thornton also serves as a trustee of the Trust.
See "Stock Ownership of Certain Beneficial Owners'. Mr. Thornton is a
member of the United States Business & Industrial Council and National
Right to Work Committee.
_____________________________________________________
JOHN D. UIBLE
Director since 1994
Age 60
Mr. Uible was employed by The Charter Company during the years
1958 to 1976 and held a number of top financial positions. In 1976 he
became Chairman of the Board and CEO of Jacksonville National Bank and
held that position until the bank was merged into Florida National Banks
of Florida. Mr. Uible was Chairman of the Board and CEO of Florida
National Banks of Florida from 1982 to 1990 when it was acquired
by First Union Corporation, Charlotte, North Carolina. Since 1990 Mr. Uible
has been an investor and Director of First Union Corporation.
____________________________________________________
CARL F. ZELLERS, JR.
Director since 1995
Age 63
Mr. Zellers is President and a director of Florida East Coast
Industries, Inc. and President and a director of Florida East Coast Railway
Company and Gran Central Corporation. He is also a director of St. Joe
Industries, Inc.
THE BOARD OF DIRECTORS AND ITS COMMITTEES
The business and affairs of St. Joe are managed under the direction of the
Board of Directors. The Board holds one regular meeting following the
Annual Shareholders' Meeting and three scheduled quarterly meetings. All
other meetings are at the call of the Chairman. During 1995 the Board held
nine meetings, one annual and three quarterly and five special. All
directors attended at least 75% of the meetings of the Board of Directors
and committees during 1995. The Board has the authority to appoint
committees it feels are appropriate. Under that authority, the Board has five
standing committees; the Audit; Compensation; Executive; Finance and
Investment, and Pension Committees.
The Audit Committee includes W. L. Revell, Chairman, R. B. Newton, Jr.,
and J. J. Quindlen. The Audit Committee recommends to the Board the
independent auditors to be engaged by the Company, reviews the
engagement including the remuneration to be paid and reviews with the
Company's auditors, on a continuing basis, the plan, scope and results of the
Company's audit and such other matters as may be delegated by the
Board. The Audit Committee met four times in 1995.
The Compensation Committee includes J. D. Uible, Chairman, R. H. Dent
and F. F. Shaw, Jr. The Compensation Committee is responsible for
assuring that the Chief Executive Officer and other executive officers of the
Company are compensated effectively and in a manner consistent with the
stated compensation strategy of the Company and the requirements of the
appropriate regulatory bodies. The Compensation Committee met twice
during 1995.
The Executive Committee includes J. C. Belin, Chairman, R. E. Nedley
and W. L. Thornton. The Executive Committee, under
the Company's By-laws has the authority to act for and on the behalf of
the Board of Directors at any time between meetings of the Board, except as
limited by Florida law. The Executive Committee met eight times during
1995.
The Investment and Finance Committee includes J. J. Quindlen, Chairman,
R. E. Nedley, F. F. Shaw, Jr. and C. F. Zellers, Jr. J. Malcolm Jones, Jr.,
Vice President and CFO of the Company, is an exofficio member of the
Committee. This Committee created by the Board of Directors at its August
8, 1995 Quarterly meeting is responsible for setting investment policies of
the Company and to recommend to the Board changes to be made to these
policies. The Investment and Finance Committee met twice during 1995.
The Pension Committee includes R. E. Nedley, W. L. Thornton and C. F.
Zellers. The Plan Administrator, Ronald A. Anderson, under the provisions
of the Company's pension plans serves as Chairman of the Pension
Committee. The Pension Committee has the responsibility to supervise the
operations and administration of the Company's two pension plans. The
Pension Committee did not meet during 1995.
St. Joe has no Nominating Committee of the Board of Directors.
COMPENSATION OF DIRECTORS
The Board of Directors has the authority to fix the compensation of
directors of the Company. Directors who are not officers of the Company
receive a quarterly retainer of $2,500 (increased from $1,000 per quarter
effective January 1, 1996), plus $ 600 for each Board meeting attended and
a $ 400 fee for attendance at Audit; Compensation, and Investment and
Finance Committee meetings. Employee directors receive $ 200 for each
Board of Directors meeting attended. Directors are also entitled to
reimbursement for travel, lodging and other expenses incurred in attending
such meetings.
RELATED PARTY TRANSACTIONS
Mr. Frank F. Shaw, Jr., a director of the Company, purchased from the
Company 23.18 acres of Company owned property in Franklin County,
Florida in an arms length transaction for a total purchase price of $174,975.
EXECUTIVE COMPENSATION
The following table sets forth the annual compensation for the
Company's Chief Executive Officer, and the three highest paid
executive officers, as well as, the total compensation paid to each
individual listed for the Company's latest three fiscal years
ended December 31, 1995.
SUMMARY COMPENSATION TABLE (1)
All
Other
Name and Principal Salary Compensation
Position Year $ (2) ______$__(3)_
W. L. Thornton 1995 183,650 3,661
Chairman of the 1994 162,200 3,623
Board and CEO (4) 1993 157,750 2,782
R. E. Nedley 1995 166,800 2,038
President and CEO 1994 136,200 1,652
1993 132,450 1,632
H. L. Brainin 1995 141,800 3,400
President, St. Joe 1994 123,475 3,055
Container Company 1993 120,100 2,961
J. Malcolm Jones, Jr. 1995 110,072 1,125
Vice President & CFO 1994 n/a n/a
1993 n/a n/a
(1) Includes all executive officers with total annual compensation in
excess of $100,000. The table does not include an "Other Annual
Compensation" column as no executive officer received an aggregate amount
of these items in excess of either $ 50,000 or 10% of total annual salary. The
Company paid no bonuses or had any stock award or option program in
1995.
(2) Includes base salary and directors' fees received from the Company
and any subsidiary of the Company.
(3) Includes contributions made by the Company to the Deferred
Compensation Plan - 401(k) and the ESOP during 1995 as follows:
W. L. Thornton - 401(k) $2,911 - ESOP - $750
R. E. Nedley - 401(k) $ 975 - ESOP - $750
H. L. Brainin - 401(k) $2,441 - ESOP - $700
M. J. Jones, Jr. -401(k) $1,125 - ESOP - $ -0-
(4) Under an arrangement approved by the Board of Directors of both
St. Joe and FECI, Mr. Thornton's salary and expenses are paid by St. Joe,
with FECI reimbursing St. Joe for 20% of his salary and expenses common
to both companies, as compensation as Chairman and CEO of FECI.
Expenses incurred for the exclusive benefit of either the Company or FECI
are borne 100% by the benefited company. The salary shown in this table
represents 100% of Mr. Thornton's salary.
EMPLOYEE BENEFIT PLANS
The Company maintains an employee stock ownership plan, a defined
benefit pension plan, and a deferred compensation plan covering
substantially all salaried employees of the Company and its participating
subsidiaries. Such plans as described in detail below, do not discriminate in
favor of directors or executive officers in the nature or level of benefits
provided to participants.
ESOP The Company maintains an employee stock ownership plan (the
"ESOP") which covers all salaried employees of the Company and its
participating subsidiaries who have attained age 20 years, 6 months of age
and completed 18 months of service. The Company contributes to the ESOP
an amount equal to 1/2 of 1% of the aggregate annual compensation paid to
participants during the year, subject to a maximum amount of compensation
that may be considered under the ESOP of $150,000 per employee for the
1995 plan year. This maximum will be adjusted for future plan years in
accordance with Section 401(a)(17)(B) of the Internal Revenue Service Code.
Contributions to the ESOP made by the Company are primarily used to
purchase Company common stock which is then allocated to the individual
accounts of the participants in the same ratio as each participant's
compensation bears to the total compensation of all participants for the plan
year. Each participant becomes 100% vested in his account upon the
effective date of his participation in the ESOP. The normal retirement date
under the plan is age 65, however, a participant may elect to early retire
upon reaching age 55 and 15 years of service. Distributions may also be
made upon termination of employment, death of the participant, disability
of the participant or the participant's attainment of age 59 1/2. Under the
ESOP, Messrs. Brainin and Thornton are eligible to elect late retirement and
would be entitled to receive 755 and 122 shares respectively. Messrs.
Brownlie, Ford and Nedley are eligible to elect early retirement at any date
and would be entitled to receive 486, 379 and 530 shares respectively, if such
retirement date were March 15, 1996. In 1995, the Company contributed
$6,139 to the ESOP on behalf of executive officers as a group, and the
amounts set forth in footnote (3) in the Summary Compensation Table
were allocated to the executive officers shown in that table. Because Mr.
Jones did not meet the length of service requirements for the plan in 1995,
he did not participate in that year.
Pension Plan The Company maintains a defined benefit pension plan (the
"Pension Plan") which covers all salaried employees of the Company and its
participating subsidiaries who have attained age 21 and completed one year
of service. Upon reaching normal retirement age of 65, each salaried
employee with at least five years of service will be eligible to receive annual
retirement benefits based on the "50% Joint and Survivors" form of
payment (normal form) equal to the product 1.5% of his or her "Final
Average Earnings" multiplied by the number of complete years and any
monthly fraction thereof. These benefits are not reduced for Social Security
or other benefits received by the participant. A participant may elect to
receive actuarially equivalent benefits payable through the "life only", "five
or ten year certain and continuous" or the "66 2/3%, 75% or 100%
joint and survivor" annuity options, or any other form of payment
permitted by law and agreed to by the Pension Committee. "Final Average
Earnings" is defined as the greater of the participant's
average annual earnings over the 60 or 120 month
period immediately preceding the participant's retirement, termination,
disability or death. Earnings used in the aforementioned
calculation are substantially the same as those disclosed in the Summary
Compensation Table on page 8. Employees who
have reached age 55 with 15 years of credited service may elect to receive
retirement benefits for life as set forth above,
reduced by 1/2 of 1% for each month by which the early retirement date
precedes the normal retirement date.
The following table shows estimated annual benefits payable under the
Pension Plan upon retirement to participants using
specified average annual earnings and years of service assuming the
normal form of payout is selected.
Final Years of Service
Annual
Earnings 15 20 25
30 35
$ 50,000 11,150 15,000 18,750
22,500 26,250
75,000 16,875 22,500 28,125
33,750 39,375
100,000 22,500 30,000 37,500
45,000 52,500
125,000 28,125 37,500 46,875
56,250 65,625
150,000 33,000 45,000 56,250
67,500 78,750
The years of credited service for retirement purposes as of December 31,
1995 for the individuals listed in the Summary
Compensation Table are 11.5 for W. L. Thornton; 34 for R. E. Nedley and
37.5 for H. L. Brainin.
Deferred Compensation Plan The Company maintains a deferred
compensation plan (the "401(k)") which covers all salaried
employees of the Company and its participating subsidiaries who elect to
have their salary reduced by up to 6% and have that
money contributed into the 401(k) and invested as directed by the
participant. The five accounts available are three mutual
funds and common stock of either the Company or FECI. The Company
matches the employee contribution $1.00 for $1.00
for the first $500; $0.75 per $1.00 for the next $300; $0.50 for the next
$300; and $0.25 per $1.00 for the excess of $1,100 up
to the maximum allowed contribution of 6%. 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 1995 the Company contributed to the 401(k) plan
$18,433 for the 12 executive officers of the Company.
COMPENSATION COMMITTEE REPORT
ON
EXECUTIVE COMPENSATION
Historically, the philosophy of the owners and management of the
Company has been to reinvest a major portion of its
earnings and cash flow back into the Company, looking toward share
appreciation and growth in long-term value and
compensation for executive management was gauged from this
perspective. In late 1994, studies were undertaken to review
the base salaries of the executives to see if they were at appropriate levels
and if a plan should be devised to create an
incentive compensation program that would be based upon operating
results. However, early in 1995 the Board of Directors
approved a plan whereby certain operating segments of the Company were
offered for sale. The implementation of this plan
consumed the balance of the year 1995 and is continuing into 1996. Due
to the effects caused by this process, no meaningful
incentive compensation policy could be developed that would appropriately
reflect individual contributions to operating income.
Additionally, short-term earnings and stock values did not accurately
reflect the real and long-term results of the executive
management of the Company. Therefore, the Chief Executive Officer,
based upon his personal assessment and that of his
staff, recommended salary increases to the Compensation Committee as
it pertains to the Executive Officers.
The Compensation Committee 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, were chosen because of their business
backgrounds and to ensure that the interests of the shareholders are
being served as it relates to all matters of executive
compensation. The Committee reviews the recommendations of the CEO
and either approves these recommendations or
makes adjustments based upon their judgment of what is the appropriate
level of compensation.
As pertaining to the salary adjustments made in 1996, the Committee in
late 1995 reviewed the CEO's recommendation and
concluded that, based on the change in the Company's structure and the
transition resulting from the proposed sales, planned
base salary increases for the CEO and the COO should not be
implemented and that in lieu thereof, a one time payment equal
to the proposed 1996 salary increases of the CEO and COO should be
granted them based on the improved performance of
the Company. As a result of this decision by the Committee, the CEO's
one time payment for 1995 is $20,000 (of which
$16,000 will be paid by the Company and $4,000 by FECI as per the
arrangement discussed below) and the COO one time
payment is $15,000. The base salaries for the CEO and COO will remain
at 1995 levels for the year 1996. Proposed increases
in base salaries were approved by the Board for the other Executive
Officers listed on the Summary Compensation Table.
The Company's CEO, Mr. W. L. Thornton, is also the CEO of FECI and
is employed under an arrangement approved by both
Boards, as stated in Note 4 of the Summary Compensation Table on page
8 of this Proxy Statement, whereby FECI reimburses
the Company for 20% of Mr. Thornton's base salary. In addition,
effective January 1, 1995, the Board of Directors of FECI
approved a Performance Award program for the Executive Officers of
FECI, including the CEO. Under this program, Mr.
Thornton and each of the other Executive Officers is assigned a target
Award Opportunity equal to the individual's level of
responsibility. In the case of the CEO this target for 1995 was 35%.
Award levels vary depending on the degree of
achievement relative to specific company and individual performance
objectives and can range from 0% to 100% of target
levels. In the case of the CEO, only that portion of his base salary
reimbursable by FECI is considered in determining his
performance award. For 1995 no performance award was granted to the
CEO since FECI performance was below the level
which would trigger an award, however, a $20,000 one time payment was
approved by the Board of FECI for the CEO, subject
to the above stated arrangement with St. Joe Paper Company.
The Compensation Committee of the Company has considered a similar
Performance Award program for the Executive Officers
of the Company, however, implementation of such a program was deferred
due to the ongoing change in the Company
structure and the uncertainty as to the level of compensation required
based on comparable industry standards once the
transition has been completed.
The Compensation Committee recognizes the need to monitor the
Company's executive strategy to ensure that management
members are rewarded appropriately for their contributions, and that the
strategy supports organization objectives and
shareholder interests. In light of the major restructuring of the Company,
an in-depth study will be undertaken in 1996 to
develop competitive base salaries and appropriate incentives for the CEO,
the COO and other executive management that will
reward all appropriate levels of management for increase of stockholder
value.
Submitted by the Compensation Committee
J. D. Uible, Chairman
R. H. Dent
F. F. Shaw, Jr..
PERFORMANCE GRAPH
The following performance graph compares the Company's cumulative
shareholder returns for the period December 31, 1990
through December 31, 1995 assuming $100 invested at December 31, 1990
in the Company's common stock, in the Russell
1000 Index and in the peer group composite index. The peer group
composite index used is the Value Line Paper and Forest
Products Industry Group consisting of twenty eight companies as listed
in the Value Line Industry Review.
Graph Point Plots
Name 1990 1991 1992 1993 1994 1995
ST. JOE PAPER CO 100.00 109.69 138.06 185.35 199.32 202.74
Russell 1000 Index 100.00 133.03 145.05 159.77 149.86 202.94
Paper/Forest Prod. 100.00 132.23 145.98 166.07 167.62 184.47
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS
Percent
of
Name and Address Number of Shares Class (1)
Alfred I. duPont
Testamentary Trust (2) (3) 21,291,900 69.8
P. O. Box 1380
Jacksonville, Florida 32201
State Farm Mutual Automobile
Insurance Company (4) 1,752,200 5.7
One State Farm Plaza
Bloomington, Illinois 61710
(1) All percentages are rounded to the nearest tenth of one percent.
(2) The Trust owns 20,717,764 shares in its name and The
Nemours
Foundation own 574,136 in its name. The Trustees constitute the
entire Board of Directors of The Nemours Foundation
and ,therefore, have sole voting and sole dispositive power over
these shares.
(3) Under the provisions of the Will creating the Trust, the Trustees of
the Trust
having the power to vote the shares of stock specified above are J.
C. Belin, Alfred duPont Dent, Herbert Peyton, John
Porter, W. T. Thompson, III, W. L Thornton and Nationsbank of
Florida, a subsidiary of Nationsbank Corporation. A
majority of the Trustees have the right to vote all the stock of the
Company owned by the Trust. Under the beneficial
ownership rules of the Securities Exchange Commission Act of
1934, as amended, the Trustees are each deemed to be
the beneficial owners of the shares of stock owned directly by the
Trust. In addition to the Trust, Nationsbank
Corporation and its subsidiaries have sole voting power of 6,050
shares and sole dispositive power of 1,800 shares of
the Company's stock, but deny beneficial ownership of these
shares.
(4) According to a Schedule 13G filed with the Securities and Exchange
Com-
mission, as of December 31, 1995, State Farm Mutual Automobile
Insurance Company owns 775,000 shares or 2.5%
of the Company's stock and State Farm Employee Retirement
Trust owns 977,200 or 3.2%. The Board of Directors of
State Farm Automobile Insurance Company and the Trustees of
State Farm Employees Retirement Trust have sole voting
and sole dispositive power over the shares of Common Stock each
owns.
SECURITY OWNERSHIP OF DIRECTORS
AND EXECUTIVE OFFICERS
The following table and notes thereto sets forth beneficial ownership of
common stock of the Company by each director,
director nominee and Executive Officer listed in the Summary
Compensation Table and by all directors and officers of St. Joe
as a group as of January 31, 1996.
Sole Voting/ Shared Voting/ Percent of
Name Dispositive Power Dispositive Power Class (1)
J. C. Belin 8,750 21,291,900 (2) 69.8
H. L. Brainin - 1,495 (3) *
E. C. Brownlie - 204 (3) *
E. T. Ford - 176 *
J. Malcolm Jones, Jr. - 62 (3) *
R. E. Nedley - 125 *
R. B. Newton, Jr. 2,000 -
*
W. L. Revell 100 -
*
J. J. Quindlen 200 -
*
W. L. Thornton - 21,293,531(2)
69.8
J. D. Uible 1,000 -
*
Directors and
Officers as a Group
(17 persons) 73,046 (4) 21,308,018(2)(5)
70.1
(1) All percentages are rounded to the nearest tenth of one
percent. An
asterisk (*) indicates that the percentage is less than one-half of
one percent.
(2) Includes 20,717,764 shares or 67.9% of the Company's common
stock
owned by the Trust of which the named individuals are trustees
and 574,136 shares or 1.88% owned by The Nemours
Foundation of which the named individuals are directors.
(3) Includes shares held in the accounts of the named individuals in the
St.
Paper Company Salary Deferral Plan "the Salary Deferral Plan"
for which
the paricipants have sole dispositive power and the trustee of the
Plan has
sole voting power. Of the shares shown for W. L. Thronton, 631
are held
in the Salary Deferral Plan
(4) Includes 57,967 (.19%) held in the St. Joe Paper Company
Employee Stock Ownership Plan for which the trustee of that
plan has
sole voting and dispositive power.
(5) Includes 14,817 (.05%) shares held in the Salary Deferral Plan for
which the trustee of the Plan has sole voting power
and the participants have sole dispositive power. The trustee of
this plan and the St. Joe Paper Company Employee
Stock Ownership Plan is Ronald A. Anderson, Corporate
Secretary of the Company.
2. PROPOSAL TO CHANGE NAME OF COMPANY
As previously announced, the Company has entered into an
agreement to sell the paper mill assets of its wholly owned
subsidiary, St. Joe Forest Products Company ("SJFP"), and the container
plant assets of SJFP's wholly owned subsidiary,
St. Joe Container Company. Upon consummation of the sale, which is
subject to certain conditions, the Company will exit
its paper mill and box plant businesses. Continuing to use the Company's
current name of St. Joe Paper Company after the
asset sale will not accurately reflect the nature of the Company's
remaining business operations. Accordingly, the Board of
Directors of the Company feels that it is in the best interest of the
Company to change the name of the Company.
At a Board meeting held on February 27, 1996, the Board of
Directors unanimously adopted the following resolution
and directed that such resolution be submitted to the shareholders for
adoption:
RESOLVED, that Article II of the Amended Certificate of
Incorporation, as amended, of St. Joe
Paper Company be amended to read as follows:
"ARTICLE II. NAME. The name of the
corporation is ST. JOE CORPORATION."
The Board of Directors unanimously recommends to the
Company's shareholders adoption of the foregoing resolution.
The affirmative vote of the holders of a majority of the outstanding shares
of common stock of the Company is necessary to
adopt the amendment.
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors in August, 1990, appointed KPMG Peat Marwick
LLP, an independent firm of certified public
accountants, to examine and report on the financial statements of the
Company. This firm has been serving in that capacity
since that time.
KPMG Peat Marwick LLP also performs audits of the pension and other
employee benefit plans of the Company and limited
reviews of the quarterly financial statements of the Company.
Representatives of KPMG Peat Marwick LLP are expected to
be present at the Shareholders Meeting and will be given an opportunity
to make a statement, if they so desire, and will be
available to respond to appropriate questions from shareholders.
SHAREHOLDER PROPOSALS
A shareholder proposal entitled to be presented at the Company's Annual
Meeting in 1997 must be received by the Company
on or before December 13, 1996 in order to be included in the Company's
Proxy Statement and proxy material relating to that
meeting. Any such proposal(s), as well as, any questions relating thereto,
should be directed to the Corporate Secretary.
OTHER MATTERS
The Board is not aware of any other matters which may be presented for
action at the meeting; however, if any other matters
come before the Annual Meeting, it is the intention of the persons named
in the Proxy to vote those shares represented by
proxies in the accompanying form in accordance with their best judgment.
BY ORDER OF THE BOARD OF
DIRECTORS
Ronald A. Anderson
Corporate Secretary
Dated: April __, 1996