1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended March 31, 1997
Commission file number 1-10466
St. Joe Corporation
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Florida 59-0432511
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Suite 400, 1650 Prudential Drive, Jacksonville, Florida 32207
(Address of principal executive offices) (Zip Code)
(904) 396-6600
(Registrant's telephone number, including area code)
None
(Former name, former address and former fiscal year, if changed since last
report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
YES X NO
APPLICABLE ONLY TO CORPORATE ISSUERS:
As of March 31, 1997 there were 30,565,937 shares of common stock, no par
value, outstanding.
2
ST.JOE CORPORATION
INDEX
Page No.
PART I Financial Information:
Consolidated Balance Sheet -
March 31, 1997 and December 31, 1996 3
Consolidated Statements of Income and
Retained Earnings - Three months
ended March 31, 1997 and 1996 4
Consolidated Statements of Cash Flows -
Three months ended March 31, 1997 and 1996 5
Notes to Consolidated Financial Statements 6
Management's Discussion and Analysis of
Consolidated Financial Condition and
Results of Operations 9
PART II Other Information 12
2
3
ST. JOE CORPORATION
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
March 31, December 31,
1997 1996
(Unaudited)
ASSETS
Current Assets:
Cash & cash equivalents $ 129,085 $ 449,013
Short-term investments 66,227 88,011
Accounts receivable 53,496 57,517
Inventory 23,728 18,677
Other assets 20,972 17,455
----------------------
Total current assets 293,508 630,673
Investment & Other Assets:
Marketable securities 332,378 282,827
Other assets 61,313 58,571
----------------------
Total investment and other assets 393,691 341,398
Property, plant & equipment 1,167,064 1,156,642
Accumulated depreciation (325,953) (322,475)
----------------------
Net property, plant & equipment 841,111 834,167
----------------------
Total assets $1,528,310 $1,806,238
======================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 28,567 $ 28,480
Accrued liabilities 20,506 21,615
Income tax payable 13,623 6,864
----------------------
Total current liabilities 62,696 56,959
Accrued casualty reserves and other liabilities 19,375 18,185
Deferred income taxes 260,512 254,873
Minority interest in consolidated subsidiaries 282,492 279,280
Stockholders' Equity:
Common stock, no par value; 60,000,000 shares 13,054 8,714
authorized; 30,565,937 and 30,498,650 issued
and outstanding at March 31, 1997 and
December 31, 1996, respectively
Retained earnings 825,983 1,125,161
Net unrealized gains on marketable securities
available for sale 68,321 63,066
Restricted stock deferred compensation (4,123) -
----------------------
Total stockholders' equity 903,235 1,196,941
----------------------
Total liabilities and stockholders' equity $1,528,310 $1,806,238
======================
See notes to consolidated financial statements.
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4
ST. JOE CORPORATION
CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
(Unaudited)
(Dollars in thousands except per share amounts)
Three months
ended March 31,
1997 1996
Net sales $ 19,992 $ 125,519
Operating revenues 68,387 45,443
----------------------
Total revenues 88,379 170,962
Cost of sales 13,794 34,276
Operating expenses 54,634 34,652
Selling, general and administrative expenses 9,696 8,636
----------------------
Operating profit 10,255 93,398
Other income (expense):
Dividends 798 706
Interest income 9,601 4,060
Interest expense (91) (67)
Gain on sales and other dispositions of property 74 2,811
Other, net 1,484 1,397
----------------------
Total other income (expense) 11,866 8,907
----------------------
Income before income taxes and minority interest 22,121 102,305
Income tax expense 10,274 39,197
----------------------
Income before minority interest 11,847 63,108
Minority interest (3,837) (3,429)
----------------------
Income from continuing operations 8,010 59,679
----------------------
Income from discontinued operations:
Earnings from discontinued operations
(net of income taxes of $4,975) - 8,889
----------------------
Net income 8,010 68,568
Retained earnings at beginning of period 1,125,161 955,239
Dividends (307,188) (1,525)
----------------------
Retained earnings at end of period $ 825,983 $1,022,282
======================
PER SHARE DATA:
Income from continuing operations $ 0.26 $ 1.96
Earnings from discontinued operations - 0.29
----------------------
Net income $ 0.26 $ 2.25
======================
See notes to consolidated financial statements.
4
5
ST. JOE CORPORATION
CONSOLIDATED STATEMENT OF CASHFLOWS
(Unaudited)
(Dollars in thousands)
Three months
ended March 31,
1997 1996
Cash flows from operating activities:
Net income $ 8,010 $ 68,568
Adjustments to reconcile net income to cash
provided by operating activities:
Depreciation and depletion 7,364 6,826
Minority interest in income 3,837 3,429
Gain on sale of property 74 (2,811)
Amortization of deferred compensation 217 -
Increase in deferred income taxes 2,686 29,893
Changes in operating assets and liabilities:
Accounts receivable 4,021 (7,660)
Inventories (5,051) (4,240)
Other assets (6,259) 12,096
Accounts payable, accrued liabilities and casualty reserves (43) (564)
Income taxes payable 6,759 16,058
Discontinued operations-noncash charges
and working capital changes - 22,543
---------------------
Cash provided by operating activities 21,615 144,138
Cash flows from investing activities:
Purchases of property, plant and equipment (15,776) (19,902)
Investing activities of discontinued operations - (2,448)
Purchases of investments:
Available for sale (6,765) (106,682)
Held to maturity (74,513) -
Proceeds from dispositions of assets 1,397 4,841
Maturities and redemptions of investments:
Available for sale 5,901 63,149
Held to maturity 55,816 10,200
---------------------
Cash used in investing activities (33,940) (50,842)
Cash flows from financing activities:
Dividends paid to stockholders (307,188) (1,525)
Dividends paid to minority interest (415) (416)
---------------------
Cash used in financing activities (307,603) (1,941)
Net increase (decrease) in cash and cash equivalents (319,928) 91,355
Cash and cash equivalents at beginning of period 449,013 16,802
---------------------
Cash and cash equivalents at end of period $ 129,085 $ 108,157
=====================
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest $ 91 $ 476
Income taxes $ 1,028 $ -
See notes to consolidated financial statements.
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6
ST. JOE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(DOLLARS IN THOUSANDS )
1. The accompanying unaudited interim financial statements have been prepared
pursuant to the rules and regulations for reporting on Form 10-Q.
Accordingly, certain information and footnotes required by generally
accepted accounting principles for complete financial statements are not
included herein. The interim statements should be read in conjunction
with the financial statements and notes thereto included in the Company's
latest Annual Report on Form 10-K. In the opinion of the Company, the
accompanying unaudited consolidated financial statements contain all
adjustments (consisting of only normal recurring accruals) necessary to
present fairly the financial position as of March 31, 1997 and December
31, 1996 and the results of operations and cash flows for the three month
periods ended March 31, 1997 and 1996. The results of operations for the
three month periods ended March 31, 1997 and 1996 are not necessarily
indicative of the results that may be expected for the full year.
2. On April 11, 1996, St. Joe Industries, Inc., a wholly owned subsidiary of
the Company, sold the stock of St. Joe Communications, Inc. (SJCI) to
TPG Communications, Inc. SJCI also sold its interest in four cellular
partnerships. These sales represent the Company's entire Communication
segment. On May 30, 1996, the Company sold its linerboard mill and
container plants. The Company retained its forestry operation.
Net operating results of the Communications segment and for the linerboard
mill and container plants for the three month periods ended March 31, 1997
and 1996 were shown as earnings from discontinued operations in the
accompanying statement of income and retained earnings.
3. The Company and its subsidiaries are involved in litigation on a number
of matters and are subject to certain claims which arise in the normal
course of business, none of which, in the opinion of management, is
expected to have a material adverse effect on the Company's consolidated
financial position or results of operations.
The Company has retained certain self-insurance risks with respect to
losses for third party liability, property damage and group health
insurance provided to employees.
The Company is subject to costs arising out of environmental laws and
regulations, which include obligations to remove or limit the effects on
the environment of the disposal or release of certain wastes or
substances at various sites, including sites which have previously been
sold. It is the Company's policy to accrue and charge against earnings
environmental cleanup costs when it is probable that a liability has been
incurred and an amount is reasonably estimable. As assessments and
cleanups proceed, these accruals are reviewed and adjusted, if necessary,
as additional information becomes available.
The Company is currently a party to, or involved in, legal proceedings
directed at the cleanup of six Superfund sites. The Company has accrued
an allocated share of the total estimated cleanup costs for these six
sites. Based upon management's evaluation of the other potentially
responsible parties, the Company does not expect to incur additional
amounts even though the Company has joint and several liability. Other
proceedings involving environmental matters such as alleged discharge of
oil or waste material into water or soil are pending against the Company.
It is not possible to quantify future environmental costs because many
issues relate to actions by third parties or changes in environmental
regulation. However, based on information presently available, management
believes that the ultimate disposition of currently known matters will not
have a material effect on the financial position, liquidity, or results of
operation of the Company. As of March 31, 1997 and December 31, 1996, the
aggregate environmental related accruals were $5.5 million, respectively.
Environmental liabilities are paid over an extended period and the timing
of such payments cannot be predicted with any confidence.
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4. On January 7, 1997, the Company adopted the 1997 Stock Incentive Plan
("the Incentive Plan"), subject to shareholder approval, whereby awards
may be granted to certain employees and non-employee directors of the
Company in the form of restricted shares of the Company stock or options
to purchase Company stock. Awards are discretionary and are determined by
the Compensation Committee of the Board of Directors. The total amount of
restricted shares and options available for grant under the Incentive Plan
is 1.85 million shares. During the first quarter of 1997, awards were
granted to certain officers of the Company totaling 1.3 million shares.
The options were granted at the Company's current market price on the date
of grant and range from $64.50 to $77.50. The options are exerciseable in
equal installments on the first five anniversaries of the date of grant
and expire generally 10 years after date of grant.
Effective January 6, 1997, the Company also granted to Mr. Rummell,
Chairman and CEO of the Company, 67,287 restricted shares of the
Company's common stock. The restricted shares vest in equal installments
on the first five anniversaries of the date of grant. The Company has
recorded deferred compensation of $4.1 million for the unamortized
portion of this grant as of March 31, 1997. Compensation expense related
to this grant totaled approximately $.2 million for the first quarter.
Statement of Financial Accounting Standards ("SFAS") No. 123, Accounting
for Stock-Based Compensation, permits entities to recognize as expense
over the vesting period the fair value of all stock-based awards on the
date of grant. Alternatively, SFAS No. 123 also allows entities to apply
the provisions of Accounting Principles Board ("APB") Opinion No. 25,
Accounting for Stock Issued to Employees, and provide pro forma net
income and pro forma earnings per share disclosures for employee stock
option grants as if the fair-value-based method defined in SFAS No. 123
had been applied. Under APB No. 25, compensation expense would be
recorded on the date of grant only if the current market price of the
underlying stock exceeded the exercise price. The Company has elected to
apply the provisions of APB Opinion No. 25 and provide the pro forma
disclosure provisions of SFAS No. 123. The disclosures are not required
for interim reporting.
5. On January 10, 1997, the Company purchased for $5.5 million, a 38%
limited partnership interest in Deerfield Park, LLC, a limited
partnership established to acquire and develop 554 acres of land in Fulton
County, Georgia. No equity was recorded in the first quarter of 1997.
6. The linerboard mill at Port St. Joe was shutdown in April, 1997 for an
indefinite period of time due to soft market conditions in the paper
industry. The Company continues to evaluate the impact of this shutdown
on its sales related to the wood fiber supply agreement and its
transportation revenues generated from shipments of wood to the mill. The
financial impact to transportation (ANRR) and forestry segments operations
would have a significant adverse impact on the segments' revenues,
operating profit, net income and cash flow if the mill does not honor the
annual tonnage requirement of the agreement. Forestry and transportation
are considering the alternatives available to it to mitigate this
potential loss.
7. On May 5, the Company announced that it has made a proposal to the Board
of Directors of Florida East Coast Industries (FECI) under which the
Company and FECI would merge and all shares of FECI stock owned by others
than the Company 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
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8
subject to negotiation of a merger agreement containing terms and
conditions mutually satisfactory to the parties.
The Company is evaluating various financing alternatives. There can be no
assurances when, if or on what terms the Company and FECI can reach
agreement with respect to the Company's proposal.
8
9
MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE CONSOLIDATED
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OVERVIEW
The Company reported net income of $8.0 million or $.26 per share for the first
quarter of 1997 as compared to $68.5 million or $2.25 per share for the
comparative quarter of 1996. Operating results for 1996 included income from
discontinued operations totaling $8.9 million, net of tax. Included in 1997's
net income are operating profits of $10.2 million as compared to $93.4 million
in 1996, which was attributable primarily to a real estate condemnation sale
for $84 million.
On May 5, the Company announced that it has made a proposal to the Board of
Directors of Florida East Coast Industries (FECI) under which the Company and
FECI would merge and all shares of FECI stock owned by others than the Company
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.
The Company's cash and equivalents was reduced $305 million during the first
quarter of 1997 by the distribution of the previously announced special
dividend of $10 per share for stockholders of record on March 21, 1997.
On February 25, 1997, the Board of Directors approved and Interim Severance
Program. The program was available to all employees (including early and
regular retirees) who elected to leave employment with the Company prior to May
2, 1997. Based on the number of employees electing to participate, the Company
accrued severance totaling approximately $2.5 million at March 31, 1997.
RESULTS OF OPERATIONS
TRANSPORTATION
QUARTER ENDED MARCH 31, 1997
($ IN MILLIONS)
1997 1996 % Change
---- ---- --------
Operating Revenues 48.4 45.4 6.6
Operating Expenses 33.9 34.7 (2.3)
Selling, General and Administrative Expenses 4.5 5.2 (13.5)
Operating Profit 10.0 5.6 78.6
FEC contributed $45.3 million of operating revenues and Apalachicola Northern
Railroad Company (ANRR) contributed $3.1 million for the first quarter of 1997.
FEC's operating revenues were up $2.9 million compared to 1996 due to an
increase in the number of shipments. ANRR's operating revenues attributable to
freight were lower than last year due to fewer shipments to the linerboard
mill, offset by additional income from leasing of freight cars to others.
Operating expenses were $.8 million lower than prior year, and selling, general
and administrative expenses were $.7 million lower than prior year, primarily
due to the discontinuance of a rail operation and a trucking operation in
1996.
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10
REAL ESTATE
QUARTER ENDED MARCH 31, 1997
($ IN MILLIONS)
1997 1996 % Change
---- ---- --------
Net Sales 14.5 92.7 (84.0)
Cost of Sales 11.9 7.0 70.0
Selling, General and Administrative Expenses 1.6 0.9 78.0
Operating Profit 1.0 84.8 (99.0)
Real estate net sales decreased $78.2 million in the first quarter of 1997
compared to 1996. A Southwood Properties (Southwood) condemnation sale for $84
million attributed to the majority of 1996's revenue. Current years revenues
include sales of property by Gran Central Corporation (GCC) totaling $5.5
million with cost of sales totaling $6.1 million and Southwood sales totaling
$.3 million with cost of sales totaling $ .01 million. Rental revenues totaled
$8.7 million in 1997 compared to $7.7 million in 1996. This 13% increase was
due to six new buildings placed into service this year, which added 735,000
square feet of office space. Operating expenses related to realty revenues
were $5.6 million in 1997 for a 35.6% gross margin compared to $4.8 million for
a 37.7% gross margin in 1996. The decrease in gross margin is attributable
primarily to increased depreciation on new buildings placed in service since
last year. Selling, general and administrative costs are up in 1997 due to
non-recurring legal fees and additional salaries and benefits.
FORESTRY
QUARTER ENDED MARCH 31, 1997
($ IN MILLIONS)
1997 1996 % Change
----- ----- --------
Net Sales 13.8 14.1 (2.1)
Cost of Sales 13.8 14.2 (2.8)
Selling, General and Administrative Expenses 1.0 1.3 (23.1)
Operating Profit (Loss) (1.0) (1.4) 28.6
Sales to the linerboard mill decreased consistently with requirements per the
wood fiber supply agreement entered into in connection with the linerboard mill
sale in 1996. Sales were lower by $1.2 million as a result of this decrease.
Cost of sales were lower than previous year's, as more sales of Company grown
timber with lower cut and haul costs occurred in 1997 versus 1996. General and
administrative expenses were slightly lower than the prior year due to
reductions in staffing which occurred subsequent to the sale of the linerboard
mill and container plants in 1996.
SUGAR
QUARTER ENDED MARCH 31, 1997
($ IN MILLIONS)
1997 1996 % Change
---- ---- --------
Net Sales 11.7 18.7 (37.4)
Cost of Sales 8.9 13.1 (32.1)
Selling, General and Administrative Expenses 1.4 1.4 0.00
Operating Profit (Loss) 1.4 4.2 (66.7)
The sugar segment experienced a 36% volume decrease in the first quarter of
1997 compared to 1996, as well as a $12.41 (2.8%) per ton decrease in sales
price, resulting in a net decrease of $7 million in sales revenue. Cost of
sales as a percentage of sales increased from 70.1% to 76.1% due primarily to
cultivation expenses increasing approximately $19.30 per ton, compared to 1996,
offset partially by
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lower harvesting and indirect costs. Selling, general and administrative
expense levels were consistent with 1996. Included in selling, general and
administrative expense is the Everglades Agricultural Privileges Tax of
$310,000 and $329,000 for the first quarter of 1997 and 1996 respectively.
OTHER INCOME increased $3.0 million in the first quarter of 1997 compared to
1996. Interest income increased by $5.6 million reflecting increased
investment. In 1996 gain on sales and other dispositions of property was
primarily due to the installment sale of fiber optic conduits by FEC.
OTHER SELLING, GENERAL AND ADMINISTRATIVE EXPENSES, not allocated to segments,
for the first quarter of 1997 total $4.0 million compared to $.3 million in
1996; as previously discussed, as a result of costs associated with the Interim
Severance Program, new management increasing staffing and related new hire
costs. The Company's effective tax rate was 46.4% in 1997 compared to 38.3% in
1996 primarily as a result of the 50% exise tax totaling $1.4 million on the
change in prepaid pension cost.
FINANCIAL POSITION
As a result of the distribution of the special dividend of $10 per share paid
during the first quarter, cash decreased approximately $305 million. The
Company's current ratio is strong at 4.6 at March 31, 1997 after the
distribution.
Stockholders' equity at March 31, 1997 was $29.55 per share, a decrease of
$9.70 from December 31, 1996, due to total dividends paid of $307 million,
including the special dividend and regular dividend in the first quarter.
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PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
3a. Articles of merger merging St. Joe Container Company into St.
Joe Forest Products Company
3b. Articles of merger merging St. Joe Forest Products Company into
St. Joe Industries, Inc.
3c. Articles of merger merging St. Joe Industries, Inc. into St.
Joe Corporation
27 Financial Data Schedule (for SEC use only).
(b) Reports on Form 8-K
A Report on Form 8-K Item 5. "Other Events" was filed on May 9,
1997.
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13
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 thereunto duly authorized.
St. Joe Corporation
Date: May 14, 1997 /s/ Peter S. Rummell
---------------------------- ------------------------------
Peter S. Rummell
Chief Executive Officer
Date: May 14, 1997 /s/ J. M. Jones, Jr.
---------------------------- ------------------------------
J. M. Jones, Jr.
Chief Financial Officer
(Principal Financial Officer)
(Principal Accounting Officer)
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1
Exhibit 3a
STATE OF FLORIDA
DEPARTMENT OF STATE
I certify that the attached is a true and correct copy of the Articles of
Merger, filed on March 20, 1997 effective March 21, 1997, for ST. JOE FOREST
PRODUCTS, the surviving Florida corporation, as shown by the records of this
office.
The document number of this corporation is H82653.
Given under my hand and the
Great Seal of the State of Florida,
at Tallahassee, the Capitol, this the
Twentieth day of March, 1997
/s/ Sandra B. Mortham
---------------------
Sandra B. Mortham
Secretary of State
[STATE OF FLORIDA SEAL]
2
EFFECTIVE DATE
3-21-97 10:00 A.M.
FILED
97 MAR 20 PM 3:46
SECRETARY OF STATE
TALLAHASSEE, FLORIDA
ARTICLES OF MERGER
merging
St. Joe Container Company
into
St. Joe Forest Products Company
Pursuant to the provisions of Section 607.1105 of the Florida Business
Corporation Act (the "Act"), the undersigned corporations deliver the following
Articles of Merger for the purpose of merging St. Joe Container Company, a
Florida corporation (the "Subsidiary"), into St. Joe Forest Products Company, a
Florida corporation which shall be the surviving corporation (the "Surviving
Corporation").
1. Attached hereto as Exhibit A is the Plan of Merger adopted by
the Board of Directors of the Surviving Corporation on January
15, 1997 pursuant to Section 607.1104 of the Act.
2. The effective date of the merger is 10:00 a.m. on March 21,
1997.
3. Pursuant to Section 607.1104 of the Act, no shareholder
approval was required in connection with this merger.
ST. JOE CONTAINER COMPANY ST. JOE FOREST PRODUCTS
COMPANY
By:/s/ W.L. Thornton By:/s/ Edward C. Brownlie
---------------------- ----------------------------
Winfred L. Thornton Edward C. Brownlie
Chairman Vice President
1
Exhibit 3b
STATE OF FLORIDA
DEPARTMENT OF STATE
I certify that the attached is a true and correct copy of the Articles of
Merger, filed on March 20, 1997 effective March 21, 1997, for ST. JOE
INDUSTRIES, the surviving Florida corporation, as shown by the records of this
office.
The document number of this corporation is H82652.
Given under my hand and the
Great Seal of the State of Florida,
at Tallahassee, the Capitol, this the
Twentieth day of March, 1997
/s/ Sandra B. Mortham
---------------------
Sandra B. Mortham
Secretary of State
[STATE OF FLORIDA SEAL]
2
EFFECTIVE DATE
3-21-97 12:00 P.M.
FILED
97 MAR 20 PM 3:52
SECRETARY OF STATE
TALLAHASSEE, FLORIDA
ARTICLES OF MERGER
merging
St. Joe Forest Products Company
into
St. Joe Industries, Inc.
Pursuant to the provisions of Section 607.1105 of the Florida Business
Corporation Act (the "Act"), the undersigned corporations deliver the following
Articles of Merger for the purpose of merging St. Joe Forest Products Company,
a Florida corporation (the "Subsidiary"), into St. Joe Industries, Inc., a
Florida corporation which shall be the surviving corporation (the "Surviving
Corporation").
1. Attached hereto as Exhibit A is the Plan of Merger adopted by
the Board of Directors of the Surviving Corporation on January
15, 1997 pursuant to Section 607.1104 of the Act.
2. The effective date of the merger is 12:00 p.m. on March 21,
1997.
3. Pursuant to Section 607.1104 of the Act, no shareholder
approval was required in connection with this merger.
ST. JOE FOREST PRODUCTS COMPANY ST. JOE INDUSTRIES, INC.
By:/s/ Edward C. Brownlie By:/s/ Edward C. Brownlie
---------------------------- --------------------------
Edward C. Brownlie Edward C. Brownlie
Vice President Vice President
1
Exhibit 3c
STATE OF FLORIDA
DEPARTMENT OF STATE
I certify that the attached is a true and correct copy of the Articles of
Merger, filed on March 20, 1997 effective March 21, 1997, for ST. JOE
CORPORATION, the surviving Florida corporation, as shown by the records of this
office.
The document number of this corporation is 132442.
Given under my hand and
the Great Seal of the State of Florida
at Tallahassee, the Capitol, this the
Twentieth day of March, 1997
/s/ Sandra B. Mortham
---------------------
Sandra B. Mortham
Secretary of State
[STATE OF FLORIDA SEAL]
2
EFFECTIVE DATE
3-21-97 2:00 P.M.
FILED 97 MAR 20 PM 3:56
SECRETARY OF STATE
TALLAHASSEE, FLORIDA
ARTICLES OF MERGER
merging
St. Joe Industries, Inc.
into
St. Joe Corporation
Pursuant to the provisions of Section 607.1105 of the Florida Business
Corporation Act (the "Act"), the undersigned corporations deliver the following
Articles of Merger for the purpose of merging St. Joe Industries, Inc., a
Florida corporation (the "Subsidiary"), into St. Joe Corporation, a Florida
corporation which shall be the surviving corporation (the "Surviving
Corporation").
1. Attached hereto as Exhibit A is the Plan of Merger adopted by
the Board of Directors of the Surviving Corporation on January
15, 1997 pursuant to Section 607.1104 of the Act.
2. The effective date of the merger is 2:00 p.m. on March 21,
1997.
3. Pursuant to Section 607.1104 of the Act, no shareholder
approval was required in connection with this merger.
ST. JOE INDUSTRIES, INC. ST. JOE CORPORATION
By:/s/ Edward C. Brownlie By:/s/ J. Malcolm Jones, Jr.
---------------------- -------------------------
Edward C. Brownlie J. Malcolm Jones, Jr.
Vice President Vice President
5
3-MOS
DEC-31-1996
JAN-01-1997
MAR-31-1997
129,085
66,227
53,496
0
23,728
293,508
1,167,064
(325,953)
1,528,310
62,696
0
0
0
13,054
890,181
1,528,310
19,992
68,387
13,794
78,124
0
0
91
22,121
10,274
11,847
0
0
0
8,010
0.26
0.26
