-----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, Nxi4q0oodJ7ptJnyxXxKi6zUpgnZ99hO4R0aAaZz/d3A8d+2uEoVm06owBzVjyw8 iqET2ss8HMUoNCx52npN1A== 0001348883-06-000014.txt : 20060505 0001348883-06-000014.hdr.sgml : 20060505 20060505160922 ACCESSION NUMBER: 0001348883-06-000014 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060505 DATE AS OF CHANGE: 20060505 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Florida East Coast Industries, Inc. CENTRAL INDEX KEY: 0001360951 STANDARD INDUSTRIAL CLASSIFICATION: RAILROADS, LINE-HAUL OPERATING [4011] IRS NUMBER: 204427296 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-81779 FILM NUMBER: 06813221 BUSINESS ADDRESS: STREET 1: ONE MALAGA STREET CITY: ST. AUGUSTINE STATE: FL ZIP: 32085 BUSINESS PHONE: (904)829-3421 MAIL ADDRESS: STREET 1: ONE MALAGA STREET CITY: ST. AUGUSTINE STATE: FL ZIP: 32085 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CAM North America, LLC CENTRAL INDEX KEY: 0001348883 IRS NUMBER: 010846058 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 399 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 800-691-6959 MAIL ADDRESS: STREET 1: 399 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G 1 fla.txt FLORIDA EAST COAST Securities and Exchange Commission Washington, D. C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. ) Florida East Coast Industries Common Stock CUSIP Number 340632108 Date of Event Which Requires Filing of this Statement: April 30, 2006 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ X ] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - CUSIP No. 340632108 1) Name of reporting person: CAM North America, LLC Tax Identification No.: 01-0846058 2) Check the appropriate box if a member of a group: a) x b) n/a 3) SEC use only 4) Place of organization: DE Number of shares beneficially owned by each reporting person with: 5) Sole voting power: - 0 - 6) Shared voting power: 536,286 7) Sole dispositive power: - 0 - 8) Shared dispositive power: 903,580 9) Aggregate amount beneficially owned by each reporting person: 903,580 10) Check if the aggregate amount in row (9) excludes certain shares: n/a 11) Percent of class represented by amount in row (9): 2.71% 12) Type of reporting person: IA CUSIP No. 340632108 1) Name of reporting person: Smith Barney Fund Management LLC Tax Identification No.: 13-2616913 2) Check the appropriate box if a member of a group: a) x b) n/a 3) SEC use only 4) Place of organization: DE Number of shares beneficially owned by each reporting person with: 5) Sole voting power: - 0 - 6) Shared voting power: 1,471,718 7) Sole dispositive power: - 0 - 8) Shared dispositive power: 1,471,718 9) Aggregate amount beneficially owned by each reporting person: 1,471,718 10) Check if the aggregate amount in row (9) excludes certain shares: n/a 11) Percent of class represented by amount in row (9): 4.42% 12) Type of reporting person: IA - - - - - - - - - - - - - - - - - - - - - - - Item 1a) Name of issuer: Florida East Coast Industries Item 1b) Address of issuer's principal executive offices: One Malaga Street PO Box 1048 St. Augustine, FL 32085 Item 2a) Name of person filing: CAM North America, LLC Smith Barney Fund Management LLC Item 2b) Address of principal business office: 399 Park Avenue New York, NY 10022 Item 2c) Citizenship: CAM North America, LLC A Delaware Limited Liability Corporation Smith Barney Fund Management LLC A Delaware Limited Liability Corporation Item 2d) Title of class of securities: Common Stock Item 2e) CUSIP number: 340632108 Item 3) If this statement is filed pursuant to Rule 13d-1(b), or 13d 2(b), check whether the person filing is a: (a) [ ] Broker or dealer under Section 15 of the Act. (b) [ ] Bank as defined in Section 3(a)(6) of the Act. (c) [ ] Insurance Company as defined in Section 3(a)(6) of the Act. (d) [ ] Investment Company registered under Section 8 of the Investment Company Act. (e) [ ] Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940. (f) [ ] Employee Benefit Plan, Pension Fund which is subject to ERISA of 1974 or Endowment Funds; see 240.13d-1(b)(ii)(F). (g) [ ] Parent holding company, in accordance with 240.13d-1(b)(ii)(G), (h) [X] Group, in accordance with 240.13d-1(b)(1)(ii)(J). Item 4) Ownership: On Thursday, April 27, 2006 Florida East Coast Industries, Inc. accomplished the Plan of Merger and Contribution Agreement pursuant to which a new holding Company was created and the acquisition of the Codina Group and related Property interests was consummated. This filing is made to evidence CAM North America, LLC's ("CAM") and Smith Barney Fund Management LLC's ("SBFM") investment in the new Florida East Coast Industries. This filing effectively replaces the joint 13G filing made by CAM and SBFM on February 14, 2006 with regard to Florida East Coast Industries. (a) Amount beneficially owned: 2,375,298 (b) Percent of Class: 7.13% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: - 0 - (ii) shared power to vote or to direct the vote: 2,008,004 (iii) sole power to dispose or to direct the disposition of: - 0 - (iv) shared power to dispose or to direct the disposition of: 2,375,298 Item 5) Ownership of Five Percent or less of a class: n/a Item 6) Ownership of more than Five Percent on behalf of another person: n/a Item 7) Identification and classification of the subsidiary which acquired the security being reported on by the parent holding company: n/a Item 8) Identification and classification of members of the group: CAM North America, LLC Smith Barney Fund Management LLC Item 9) Notice of dissolution of group: n/a Item 10) Certification: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Signature - ----------- 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 - May 5, 2006 CAM North America, LLC By: /s/ George Shively George Shively, Secretary Smith Barney Fund Management LLC By: /s/ Michael Kocur Michael Kocur, Assistant Secretary Exhibit A Joint Filing Agreement - -------------------------------------- This Joint Filing Agreement confirms the agreement by and among the undersigned that the Schedule 13G is filed on behalf of (i) each member of the group identified in Item 8 and (ii) the other reporting person(s) identified in Item 6 that may be deemed to beneficially own more than five percent of the issuer's outstanding equity securities. CAM North America, LLC By: /s/ George Shively George Shively, Secretary Smith Barney Fund Management LLC By: /s/ Michael Kocur Michael Kocur, Assistant Secretary -----END PRIVACY-ENHANCED MESSAGE-----