-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IQoLljFO9fyNlWw55SssqGUq27ZykN1IrrNFHaQ61UtJHmALM5GihVlwX+1FYF3m 28EiHYR6gMDV2xYr6m7nhg== 0001193125-11-042271.txt : 20110222 0001193125-11-042271.hdr.sgml : 20110221 20110222171049 ACCESSION NUMBER: 0001193125-11-042271 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20110222 DATE AS OF CHANGE: 20110222 GROUP MEMBERS: BRUCE R. BERKOWITZ GROUP MEMBERS: FAIRHOLME FUNDS, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ST JOE CO CENTRAL INDEX KEY: 0000745308 STANDARD INDUSTRIAL CLASSIFICATION: LAND SUBDIVIDERS & DEVELOPERS (NO CEMETERIES) [6552] IRS NUMBER: 590432511 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-35369 FILM NUMBER: 11629310 BUSINESS ADDRESS: STREET 1: 133 SOUTH WATERSOUND PARKWAY CITY: WATERSOUND STATE: FL ZIP: 32413 BUSINESS PHONE: 850-231-6482 MAIL ADDRESS: STREET 1: 133 SOUTH WATERSOUND PARKWAY CITY: WATERSOUND STATE: FL ZIP: 32413 FORMER COMPANY: FORMER CONFORMED NAME: ST JOE CORP DATE OF NAME CHANGE: 19980430 FORMER COMPANY: FORMER CONFORMED NAME: ST JOE PAPER CO DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FAIRHOLME CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0001056831 IRS NUMBER: 223526594 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 4400 BISCAYNE BOULEVARD STREET 2: 9TH FLOOR CITY: MIAMI STATE: FL ZIP: 33137 BUSINESS PHONE: 305-358-3000 MAIL ADDRESS: STREET 1: 4400 BISCAYNE BOULEVARD STREET 2: 9TH FLOOR CITY: MIAMI STATE: FL ZIP: 33137 SC 13D/A 1 dsc13da.htm AMENDMENT NO. 7 TO SCHEDULE 13D Amendment No. 7 to Schedule 13D

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 7)*

 

 

 

ST. JOE COMPANY

(Name of Issuer)

 

 

 

Common Stock

(Title of Class of Securities)

 

790148100

(CUSIP Number)

 

Bruce R. Berkowitz

c/o Fairholme Capital Management, L.L.C.

4400 Biscayne Boulevard, 9th Floor

Miami, FL 33137

(305) 358-3000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

with copies to:

 

Andrew G. Dietderich, Esq.

Janet T. Geldzahler, Esq.

Sullivan & Cromwell LLP

125 Broad Street, New York, New York 10004

212-558-4000

 

February 17, 2011

(Date of Event which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.

 

*   The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (“Act”), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

CUSIP No. 790148100

 

  1   

Name of Reporting Person

 

    Fairholme Capital Management, L.L.C.

  2  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨        (b)  x

 

  3  

SEC Use Only

 

  4  

Source of Funds (See Instructions)

 

    AF

  5  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

    ¨

  6  

Citizenship or Place of Organization

 

    Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

      7    

Sole Voting Power

 

    —0—

     8   

Shared Voting Power

 

    24,704,702

     9   

Sole Dispositive Power

 

    —0—

     10    

Shared Dispositive Power

 

    26,732,236

  11 

  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

    26,732,236

  12 

  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

    ¨

  13 

  

Percent of Class Represented by Amount in Row (11)

 

    28.86%

  14 

  

Type of Reporting Person (See Instructions)

 

    IA

 

 

CUSIP No. 790148100

 

  1   

Name of Reporting Person

 

    Bruce R. Berkowitz

  2  

Check the Appropriate Box if a Member of a Group (See Instructions)

    (a)  ¨        (b)  x

 

  3  

SEC Use Only

 

  4  

Source of Funds (See Instructions)

 

    AF

  5  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

    ¨

  6  

Citizenship or Place of Organization

 

    United States of America

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

      7    

Sole Voting Power

 

    —0—

     8   

Shared Voting Power

 

    24,704,702

     9   

Sole Dispositive Power

 

    —0—

   10   

Shared Dispositive Power

 

    26,732,236

11

  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

    26,732,236

12

  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

    ¨

13

  

Percent of Class Represented by Amount in Row (11)

 

    28.86%

14

  

Type of Reporting Person (See Instructions)

 

    IN, HC

 

 

CUSIP No. 790148100

 

  1   

Names of Reporting Person

 

    Fairholme Funds, Inc.

  2  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨        (b)  x

 

  3  

SEC Use Only

 

  4  

Source of Funds (See Instructions)

 

    WC

  5  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

    ¨

  6  

Citizenship or Place of Organization

 

    Maryland

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

      7    

Sole Voting Power

 

    —0—

     8   

Shared Voting Power

 

    23,136,502

     9   

Sole Dispositive Power

 

    —0—

   10   

Shared Dispositive Power

 

    23,136,502

11

  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

    23,136,502

12

  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

    ¨

13

  

Percent of Class Represented by Amount in Row (11)

 

    24.98%

14

  

Type of Reporting Person (See Instructions)

 

    IV

Item 1. Security and Issuer.

This amendment to Schedule 13D (the “Amendment”) amends and supplements the statement on Schedule 13D (the “Original Schedule 13D,” as amended and supplemented, the “Schedule 13D”), filed on October 14, 2010, by Fairholme Capital Management, L.L.C., a Delaware limited liability company, (“Fairholme”), Fairholme Funds, Inc., a Maryland investment company (the “Fund”), and Bruce R. Berkowitz, a United States citizen (collectively with Fairholme and the Fund, the “Reporting Persons”), relating to the common stock, no par value (the “Common Stock”), of The St. Joe Company (the “Issuer”). The principal executive offices of the Issuer are located at: 133 South WaterSound Parkway WaterSound, Florida 32413.

Capitalized terms not defined in this Amendment shall have the meaning ascribed to them in the Schedule 13D. Except as set forth herein, the Schedule 13D is unmodified.

 

Item 4. Purpose of Transaction.

Item 4 is hereby amended and supplemented with the following:

The Reporting Persons are in discussion with the board of directors of the Issuer (the “Board”) concerning the composition of the Board and the management of the Issuer with the goal of reaching an agreement that would be in the best interests of all stockholders of the Issuer. There can be no assurance that any agreement will be reached.

 

Item 5. Interest in Securities of Issuer.

(a-e) As of the date hereof, Fairholme may be deemed to be the beneficial owner of 26,732,236 Shares (28.86%) of the Issuer, the Fund may be deemed to be the beneficial owner of 23,136,502 Shares (24.98%) of the Issuer and Bruce R. Berkowitz may be deemed to be the beneficial owner of 26,732,236 Shares (28.86%) of the Issuer, based upon the 92,624,703 Shares outstanding as of October 28, 2010, according to the Issuer.

Fairholme has the sole power to vote or direct the vote of 0 Shares, the Fund has the sole power to vote or direct the vote of 0 Shares and Bruce R. Berkowitz has the sole power to vote or direct the vote of 0 Shares to which this filing relates. Fairholme has the shared power to vote or direct the vote of 24,704,702 Shares, the Fund has the shared power to vote or direct the vote of 23,136,502 Shares and Bruce R. Berkowitz has the shared power to vote or direct the vote of 24,704,702 Shares to which this filing relates.

Fairholme has the sole power to dispose or direct the disposition of 0 Shares, the Fund has the sole power to dispose or direct the disposition of 0 Shares and Bruce R. Berkowitz has the sole power to dispose or direct the disposition of 0 Shares to which this filing relates. Fairholme has the shared power to dispose or direct the disposition of 26,732,236 Shares, the Fund has the shared power to dispose or direct the disposition of 23,136,502 Shares and Bruce R. Berkowitz has the shared power to dispose or direct the disposition of 26,732,236 Shares to which this filing relates.

The transactions effected in the Shares since the Schedule 13D/A filed by the Reporting Persons on January 12, 2011 are set forth in Exhibit B.

The Reporting Persons specifically disclaim beneficial ownership in the Shares reported herein except to the extent of their pecuniary interest therein.

 

Item 7. Material to be Filed as Exhibits.
Exhibit 99.1    A description of the transactions in the Shares that were effected by the Reporting Persons since the Schedule 13D/A filed by the Reporting Persons on February 16, 2011
Exhibit 99.2    Joint Filing Statement

 

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete, and correct.

 

Date: February 22, 2011     FAIRHOLME CAPITAL MANAGEMENT, L.L.C.
    By:  

/s/ Bruce R. Berkowitz

      Bruce R. Berkowitz
    FAIRHOLME FUNDS, INC.
    By:  

/s/ Bruce R. Berkowitz

      Bruce R. Berkowitz
   

/s/ Bruce R. Berkowitz

    BRUCE R. BERKOWITZ

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).

EXHIBIT INDEX

 

Exhibit 99.1    A description of the transactions in the Shares that were effected by the Reporting Persons since the Schedule 13D/A filed by the Reporting Persons on February 16, 2011
Exhibit 99.2    Joint Filing Statement
 EX-99.1 2 dex991.htm DESCRIPTION OF THE TRANSACTIONS Description of the Transactions

Exhibit 99.1

 

Transaction

    Date      Shares      Price  

Transactions in Accounts Managed by Fairholme Capital Management, L.L.C.

         

(1)

      2/17/2011         52,400         (1 ) 

 

(1) These shares were held in an account managed by Fairholme Capital Management, L.L.C. pursuant to an investment management agreement that was terminated. Accordingly, Fairholme Capital Management, L.L.C. and Bruce R. Berkowitz are no longer deemed to be beneficial owners of such securities.
EX-99.2 3 dex992.htm JOINT FILING STATEMENT Joint Filing Statement

Exhibit 99.2

AGREEMENT

The undersigned agree that this Schedule 13D/A dated February 22, 2011 relating to the Common Stock of The St. Joe Company shall be filed on behalf of the undersigned.

 

Date: February 22, 2011     FAIRHOLME CAPITAL MANAGEMENT, L.L.C.
    By:  

/s/ Bruce R. Berkowitz

      Bruce R. Berkowitz
    FAIRHOLME FUNDS, INC.
    By:  

/s/ Bruce R. Berkowitz

      Bruce R. Berkowitz
   

/s/ Bruce R. Berkowitz

    BRUCE R. BERKOWITZ
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