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ST. JOE PAPER COMPANY
P. O. BOX 1380
JACKSONVILLE, FLORIDA 32201
MARCH 31, 1994
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 10, 1994, at 10:30 A.M. Eastern
Daylight Savings Time, at the Commerce-Dockside Room, Marina Hotel
and Convention Center 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 fourteen (14) directors
for the ensuing year and until their
successors are duly elected and qualified.
2. 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 31,
1994 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
on at the Annual Meeting.
BY ORDER OF THE BOARD OF DIRECTORS
RONALD A. ANDERSON
SECRETARY
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE AND
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") to all shareholders as of March 31, 1994 in
connection with the 1994 Annual Meeting of Shareholders to be held
May 10, 1994 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.
St. Joe's 1993 Annual Report has been mailed to all
shareholders. Copies of St. Joe's 1993 Form 10-K are available to
shareholders without charge upon written request to St. Joe,
Attention: Ronald A. Anderson, 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 10, 1994.
The expenses of printing and mailing the Proxy Statement will
be borne by St. Joe.
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 31, 1994
will be entitled to vote at the meeting. As of March 31, 1994
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 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.
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.
ELECTION OF DIRECTORS
St. Joe's By-laws provide that the shareholders shall annually
fix the number of directors to serve, which number shall be not
less than nine (9) nor more than fifteen (15). Between Annual
Meetings, the Board may fill such vacancies as they occur. As of
March 31, 1994, there were twelve (12) 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 10,
1994 Annual Meeting to serve for the ensuing year at fourteen (14).
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 fourteen (14) 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. Ten (10) of the nominees listed below are now members
of the Board of Directors and are standing for reelection. Two (2)
members of the current Board of Directors are not standing for
reelection, they are Messrs. Tully F. Dunlap and Robert J. A.
Irwin. Mr. Dunlap has been a director since 1987 and Mr. Irwin
since 1990. Messrs. Richard H. Dent, Russell B. Newton, Jr.,
Walter L. Revell and John D. Uible are being nominated as directors
of the Company. Messrs. Dent, Newton, Revell and Uible have not
previously been directors of the Company. The Company knows of no
reason why any nominee for director, as named below, would be
unable to serve but, should any 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
fourteen (14) nominees for director stating, among other things,
their name, age, positions 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 79
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".
HOWARD L. BRAININ
Vice President Director since 1992
Age 64
Mr. Brainin was elected a Vice President of the Company in
June, 1992. Mr.Brainin had been a Regional Vice President of St.
Joe Container Company since 1982, and was elected President on
April 1, 1992.
EDWARD C. BROWNLIE
Vice President-Administration Director since 1982
Age 56
Mr. Brownlie was Treasurer of St. Joe from 1977 through 1991.
Mr. Brownlie became a Vice President of the Company on January 1,
1992. He also is a member of the Executive and Pension Committees
and serves as an officer and/or director of several of the
subsidiaries of St. Joe.
THOMAS S. COLDEWEY
Director since 1952
Age 81
Mr. Coldewey is also a Director of FECI. He served as a Vice
President of St. Joe until his retirement in 1977 and has continued
to be retired since that time. Mr. Coldewey also serves as a
Trustee of the Trust. See "Stock Ownership of Certain Beneficial
Owners".
RICHARD H. DENT
Director Nominee
Age 65
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.
E. THOMAS FORD
Vice President Director since 1989
Age 61
Mr. Ford has been a Vice President of St. Joe since 1982. He
also serves as an officer and/or director of several of the
subsidiaries of St. Joe. Mr. Ford serves as a Director of Groveton
Paper Board, Inc., Groveton, New Hampshire.
STANLEY D. FRASER
Vice President Director since 1982
Age 69
Mr. Fraser has been a Vice President of St. Joe since 1972.
He also is a member of the Executive Committee, Chairman of the
Pension Committee and serves as an officer and/or director of
several of the subsidiaries of St. Joe.
ROBERT E. NEDLEY
President and Chief Operating
Officer Director since 1989
Age 55
Mr. Nedley was a Vice President of St. Joe from 1982 to June,
1991. Mr. Nedley became President and Chief Operating Officer of
St. Joe in June, 1991. He also is a member of the Executive and
Pension Committee and serves as an officer and/or director of most
of the subsidiaries of St. Joe.
RUSSELL B. NEWTON, JR.
Director Nominee
Age 69
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. which interests he sold
in 1981. Since 1981 Mr. Newton has been an investor in oil
marketing, shipping, public utilities, construction, direct mail
solicitation and cable T.V. Mr. Newton is Chairman of R.B.N.
Company involved in investment portfolio management.
WALTER L. REVELL
Director Nominee
Age 59
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 & Jerrigan, 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 also is Chairman of the Board and CEO of
Revell Investments International, Inc.; Chairman of the Board of
Commerce Mutual Insurance Co.; Director of Spillis Candela &
Partners, Inc., Kloster Cruise, Ltd., Dycom Industries, Inc. and
Hotelecopy, Inc., and General partner of Craft Farms.
R. EUGENE TAYLOR
Director Since 1993
Age 46
Mr. Taylor was President of NationsBank of Florida from July,
1990 to November 1993 when he became President of NationsBank Mid-
Atlantic, Baltimore, Maryland. Prior to that he was statewide
commercial banking executive for NCNB of Florida (predecessor bank
of NationsBank of Florida) and became Executive Vice President in
August 1988. Mr. Taylor is also a director of NationsBank
Maryland, NationsBank District of Columbia, Maryland National Bank,
American Security Bank and FECI. He is also a member of the Audit
and Compensation Committees of the Company.
W. TALIAFERRO THOMPSON, III
Director since 1990
Age 51
Mr. Thompson is a Vice President-Investments and Branch
Manager of the Richmond, Virginia office of A. G. Edwards & Sons,
Inc., a full service national brokerage firm. Mr. Thompson is also
on the Board of Visitors (Trustees) of Longwood College, Farmville,
Virginia and a member of the Board of Trustees of Davidson College,
Davidson, North Carolina. He also is a member of the Audit and
Compensation Committees of the Company.
WINFRED L. THORNTON
Chairman of the Board and Director since 1968
Chief Executive Officer Age 65
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 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".
JOHN D. UIBLE
Director Nominee
Age 58
Mr. Uible was employed by The Charter Company during the years
1958 to 1976 and held a number of the top financial positions. In
1976 he became Chairman of the Board and CEO of Jacksonville
National Bank and held that position until it 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 to the present Mr Uible has been an
investor and Director of First Union Corporation.
THE BOARD OF DIRECTORS AND ITS
STANDING COMMITTEES
The business and affairs of St. Joe are managed under the
direction of the Board of Directors. The Board holds one regular
meeting each year following the Annual Shareholder Meeting. All
other meetings are at the call of the Chairman. During 1993 the
Board held five (5) meetings, one (1) annual, one (1) special and
three (3) quarterly. All Board members were present at all Board
meetings except Mr. Taylor who missed one (1) meeting. The Board
has the authority to appoint committees it feels are appropriate.
Under that authority, the Board has appointed Audit, Compensation,
Executive and Pension Committees.
In 1990, as part of the Company's agreement with the New York
Stock Exchange in connection with the March, 1990 listing of the
Company's stock, the Board appointed an Audit Committee. The Audit
Committee is responsible for recommending the selection of
independent auditors to the Board, reviewing with the Company's
auditors the plan, scope and results of the Company's audit and
such other matters as may be delegated by the Board. The Audit
Committee consists of four (4) members, none of whom is an officer
of the Company. The Board, at the last Annual Board meeting,
appointed Directors Dunlap, Irwin, Taylor and Thompson to serve on
the Audit Committee until the next Annual Board meeting. Mr.
Dunlap was elected Chairman of the Committee by the Audit Committee
members. This Committee met three (3) times during 1993, at which
all members were in attendance except Mr. Taylor who missed one (1)
meeting.
The Board of Directors determined that in consideration of
recently issued SEC regulations addressing proxy disclosure of
officer compensation practices that the Company was in need of a
Compensation Committee that would play a more active role in the
setting of Compensation for the Company's senior executives. The
Board also decided that this Committee should be composed of Board
members who are not and have never been officers or employees of
the Company. The Board, therefore, at its December, 1992 quarterly
meeting appointed Directors Dunlap, Irwin and Thompson to serve on
the Compensation Committee until the next Annual Board meeting.
The Board at the 1993 Annual Board Meeting appointed Directors
Dunlap, Irwin, Taylor and Thompson to serve on the Compensation
Committee until the next Annual Board Meeting. The Committee
members elected Mr. Irwin, Chairman. This Committee met two (2)
times in 1993 at which all members except Mr. Taylor were in
attendance.
The Board, at the last Annual Board meeting, appointed
Directors Belin, Brownlie, Fraser, Nedley and Thornton to serve on
the Executive Committee until the next Annual Board meeting. The
Executive Committee members elected Director Belin as its Chairman.
The Committee, under St. Joe's By-laws, has the authority to act
for and on behalf of the Board at any time between meetings of the
Board, except as limited by Florida law. The Committee met
thirteen (13) times during 1993. All members attended at least 75%
of these meetings.
The Board, at the last Annual Board meeting, appointed
Directors Brownlie, Nedley, and Thornton to serve on the Pension
Committee until the next Annual Board meeting. The Plan
Administrator, S. D. Fraser, under the provisions of the Pension
Plan, serves as Chairman of the Pension Committee. The Pension
Committee has the responsibility to supervise the operations and
administration of the Salaried Employees' Pension Trust. The
Pension Committee met one (1) time during 1993 at which all members
were in attendance.
St. Joe has no Nominating Committee of the Board.
COMPENSATION OF DIRECTORS
The Board of Directors has the authority to fix the
compensation of directors. During 1993 each director who is not an
officer of the Company was paid a fee of $400 for attendance at
each meeting of the Board. Directors who are officers of the
Company are paid a fee of $200 for attendance at each meeting of
the Board. Members of the Audit and Compensation Committees are
paid a fee of $400 for attending meetings of these Committees.
Members of the Executive and Pension Committees are not compensated
for Committee meetings. Directors are also entitled to
reimbursement for travel, lodging and other expenses incurred in
attending such meetings. The Board of Directors have approved a
resolution that effective with the next Annual Meeting non-employee
Directors will be paid a $1,000 per quarter retainer, plus $600 for
each Board meeting attended. The $400 fee paid for attendance at
Audit and Compensation Committee meetings stays the same, as does
the $200 per attendance at Board meetings for employee Directors.
EXECUTIVE COMPENSATION
The following table sets forth the annual compensation for the
Company's Chief Executive Officer, and the two highest paid
executive officers, as well as, the total compensation paid to each
individual listed for the Company's latest three (3) fiscal years
ended December 31, 1993.
SUMMARY COMPENSATION TABLE (1)
All Other
Name and Principal Salary Compensation
Position Year $ (2) $ (3)
W. L. Thornton 1993 157,750 3,623
Chairman of the 1992 152,300 2,782
Board and CEO (4) 1991 148,650 N/A
R. E. Nedley 1993 132,450 1,632
President and COO 1992 127,725 985
1991 104,079 N/A
H. L. Brainin 1993 120,100 2,961
President, St. Joe 1992 115,600 2,325
Container Company (5) 1991 N/A N/A
(1) Includes all executive officers with total annual compensation
in excess of $100,000. The table does not include "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 programs.
(2) Includes base salary and directors fees received from the
Company or any subsidiary of the Company.
(3) Includes contributions made by the Company to the Deferred
Compensation Plan - 401(k) and the ESOP as follows:
W. L. Thornton - 401(k) $2,849 - ESOP - $774
R. E. Nedley - 401(k) $ 975 - ESOP - $657
H. L. Brainin - 401(k) $2,365 - ESOP - $596
(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 President and CEO of FECI. Expenses incurred for the
exclusive benefit of either the Company or FECI are borne 100%
by the benefitted corporation. In 1991 FECI paid Mr.
Thornton's salary and expenses and St. Joe reimbursed FECI.
During the first six months of 1991 this reimbursement was at
60%, and for the last six months of 1991 it was at 80%. The
salary shown in this table represents 100% of Mr. Thornton's
salary.
(5) No data is provided for the year 1991 for Mr. Brainin since
his cash compensation for that year was less than $100,000.
EMPLOYEE BENEFIT PLAN
The Company maintains an employee stock ownership plan, a
defined benefit pension plan, and a deferred compensation plan for
all salaried employees of the Company and its participating
subsidiaries. In addition, FECI maintains a deferred compensation
plan for all of FECI's salaried employees. Such plans, which are
described in further 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 "Company ESOP") which covers all salaried employees of the
Company and its participating subsidiaries who have obtained age 20
years, 6 months and have completed 18 months of service (1500 hours
of compensated employment, including paid vacation and approved
absences within an eighteen month period).
The Company contributes to the Company ESOP in an amount equal
to 1/2 of 1% of the aggregate annual regular compensation paid to
participants during the year, subject to a maximum amount of
compensation that may be considered under the Company ESOP of
$200,000 per employee in any plan year beginning in 1989 (which
amount will be indexed for inflation under the Internal Revenue
Code of 1986, as amended). Contributions made to the Company ESOP
are invested primarily in common stock of the Company, which is
then allocated to each participant's account in the same ratio as
each participant's compensation for the applicable plan year bears
to the total compensation of all participants for such plan year.
Each participant becomes 100% vested in his account upon the
effective date of his participation in the Company ESOP. The
normal retirement date under the Company ESOP is age 65.
Participants may elect early retirement upon reaching the age of 55
with 15 years of credited service, or elect to continue employment
after the normal retirement date. Distributions from the Company
ESOP may be made only upon death, total disability, retirement or
in certain cases, upon attainment of age 70-1/2, except in cases of
demonstrable financial hardship or early termination of employment
with the Company or a participating subsidiary. Upon death,
disability or retirement, participants will have their stock
distributed to them and receive cash for any fractional shares they
own. Under the Company ESOP, Messrs. Thornton and Fraser are
eligible to elect late retirement at any date, and would be
entitled to receive 97 and 577 shares of common stock respectively,
if such retirement date were March 15, 1994. Messrs. Brainin,
Brownlie, Ford and Nedley are eligible to elect early retirement at
any date, and would be entitled to receive 726, 467, 363 and 503
shares of common stock, respectively, if such retirement date were
March 15, 1994. In 1993, the Company contributed $5,304 to the
Company ESOP on behalf of eleven (11) executive officers as a
group, and the amounts as set forth in footnote (3) in the Summary
Compensation Table were allocated to the executive officers shown
in that table.
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 20 years and six months and have completed six months of
credited service. Upon reaching the normal retirement age of 65,
each salaried employee with at least five years of credited service
will be eligible to receive annual retirement benefits based on
"five year certain and life" (normal form) equal to the product of
1.5% of his or her "Final Average Earnings" multiplied by the
number of his or her complete years of credited service and any
monthly fraction thereof. A participant may elect to receive
actuarially equivalent benefits payable through "life only", "ten
year certain and life" and "joint and survivor" annuity options,
and any other payment from permitted by law and agreed to by the
plan's Pension Committee. "Final Average Earnings" is defined as
the greater of the participant's average annual earnings (including
any commissions, but excluding overtime pay, bonuses or other
additional compensation) for the preceding sixty (60) consecutive
calendar months of active employment, or the participant's average
annual earnings as described above for the preceding one hundred
twenty (120) consecutive months of active employment. Earnings
used in the aforementioned calculation are substantially the same
as those disclosed under the "Salary" column in the Summary
Compensation Table on page 8. Employees who have reached the age
of 55 with 15 years of credited service may elect early retirement,
and elect to receive annual 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 credited service
assuming the normal form 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 the individual executive
officers named in the Summary Compensation Table as of December 31,
1993, and their current covered compensation as credited under the
Pension Plan are as follows:
Years of Compensation
Officer Credited Service Covered
W. L. Thornton 9.5 $159,500
R. E. Nedley 32.0 $135,300
H. L. Brainin 35.5 $122,700
Deferred Compensation Plan. The Company broadened the
deferred compensation plan (401(k) plan) that had covered salaried
employees in several subsidiary companies to include all salaried
employees of the Company. Each salaried employee by written
election can have his salary reduced, up to 6%, and have that money
contributed into an investment as directed by the employee. The
five (5) accounts available are three (3) mutual funds, and common
stock purchases of either the Company stock or stock of 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 per $1.00 for
the next $300, and $0.25 per $1.00 for all employee contributions
in 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 can be paid out in a lump sum or
in installments in the case of death of the participant,
disability, termination of employment or on attainment of age
59-1/2. In 1993 the Company contributed to the 401(k) plan for the
executive officers listed in the Summary Compensation Table.
Messrs. Thornton, Nedley and Brainin, $2,849, $975 and $2,365
respectively and $15,571 for the eleven (11) executive officers.
COMPENSATION COMMITTEE REPORT
ON
EXECUTIVE COMPENSATION
The philosophy of the ownership and investors in St. Joe paper
Company has historically been to reinvest a major portion of its
earnings and cash flow back into the Company, looking towards share
appreciation and growth in long-term value. The philosophy
continues and is the current goal of the Company. In light of this
policy, short-term earnings and stock values may 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, recommends salary increases to the
Compensation Committee as pertains to the various corporate
officers.
The Compensation Committee members of the Board of Directors
were chosen because of their business experience including the
diversity of their industry backgrounds and to ensure that the
interests of our shareholders are being served as 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 pertained to the salary adjustments made in 1994 for
individual corporate officers, the Committee approved the
recommendations of the CEO, which on average represented a three
percent increase in the base salaries of the covered executives.
In like manner, the Committee reviewed the base salary of the CEO
and determined that an adjustment of three percent was appropriate
and in keeping with the Company's performance, changes in the cost
structure and the long-term interests of its shareholders.
The Committee recognizes the need to monitor the Company's
executive compensation strategy to ensure that management members
are rewarded appropriately for their contributions, and that the
strategy supports organization objectives and shareholder
interests. Program changes will be considered if and when deemed
appropriate within the context of these objectives and interests.
Submitted by the Compensation Committee:
Robert J. A. Irwin, Chairman
Tully F. Dunlap
R. Eugene Taylor
W. Taliaferro Thompson, III
PERFORMANCE GRAPH
The following performance graph compares the Company's
cumulative stockholder returns over a five year period, assuming
$100 invested at December 31, 1988 in the Company's common stock,
in the Russell 1000 index and in the Peer Group Composite Index.
The Peer Group Index used is the Value Line Paper and Forest
Products Industry Group consisting of twenty eight (28) companies
as listed in the Value Line Industry Review. Stockholder return is
based on increases in share price and dividends paid, assuming
reinvestment of dividends.
1988 1989 1990 1991 1992 1993
SJP $100.00 $100.00 $61.60 $67.57 $85.07 $114.21
Russell 1000 $100.00 $130.42 $124.99 $166.28 $181.30 $199.71
Peer Group $100.00 $114.54 $96.64 $125.44 $137.94 $157.27
ST. JOE PAPER COMPANY
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth information concerning
ownership of the common stock by each person known to the
management of the Company to be a beneficial owner of more than
five percent (5%) of the common stock of the Company at March 15,
1994.
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 21,069,101 shares in its name and The Nemours
Foundation owns 222,799 shares in its name. The Trustees
constitute the entire Board of Directors of The Nemours
Foundation and have therefore 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, T. S. Coldewey, Alfred
duPont Dent, 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 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 through subsidiaries has sole
voting power of 38,250 shares and sole disposal power of
24,100 shares of the Company's stock, but denies beneficial
ownership of these shares.
(4) State Farm Mutual Automobile Insurance Company owns 775,000
shares or 2.5% of the Company's stock and State Farm Employees
Retirement Trust owns 977,200 shares or 3.2%. The Board of
Directors of State Farm Mutual Automobile Insurance Company
and the Trustees of State Farm Employees Retirement Trust have
sole voting and sole dispositive power over the shares each
owns.
STOCK 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,
Executive Officer listed in the Summary Compensation Table and by
all directors and officers of St. Joe as a group, as of March 15,
1994.
Shares of Stock Beneficially Owned
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 1,031 - *
E. C. Brownlie 99 - *
T. S. Coldewey 10,500 21,291,900 (2) 69.8
T. F. Dunlap 300 - *
E. T. Ford 176 - *
S. D. Fraser 70,351 (3) - *
R. J. Irwin 200 5,000 (4) *
R. E. Nedley 125 *
R. E. Taylor 21,291,900 (2) 69.8
W. T. Thompson 9,050 (5) 70,700 (5) *
W. L. Thornton 1,444 21,291,900 (2) 69.8
Directors and
Officers as a Group
(12 persons) 102,026 21,367,600 70.4
(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 21,069,101 shares or 69.1% of the Company's common
stock owned by the Trust of which the named individuals are
trustees and 222,799 shares or 0.7% owned by The Nemours
Foundaton of which the named individuals are directors.
(3) Includes 65,353 shares or 0.2% of the Company's common stock
owned by the Company's Employee Stock Ownership Plan and 4,998
shares in the 401(k) plan, both of which Mr. Fraser is Trustee
and in that capacity possesses the power to vote and to
dispose of such shares.
(4) Includes 5,000 shares of the Company's common stock owned by
The Baird Foundation of which Mr. Irwin is a Trustee.
(5) Includes 6,050 shares of the Company's common stock owned by
Mr. Thompson's wife and minor children which Mr. Thompson
denies beneficial ownership. It includes 70,700 shares of the
Company's common stock owned by a trust for certain members of
Mr. Thompson's family, of which Mr. Thompson is a Trustee.
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors in August 1990, appointed KPMG Peat
Marwick, 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 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 are expected to be present at the Share-
holder's 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 of Shareholders in 1995 must be received
by the Company on or before December 1, 1994 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 related 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, it is intended that shares
represented by proxies in the accompanying form will be voted by
the persons named in the proxy in accordance with their best
judgment.
BY ORDER OF THE BOARD OF DIRECTORS
Ronald A. Anderson
Secretary
Dated: March 31, 1994