-----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, Er+0lk3Q850W4gjUCxZBcE5m+pgbAau851fs5DoOOkjYn281ZqI1PWWZJg8OKfOM ljrQd1/NT8FQRL2XAc3YvQ== 0000950133-99-000194.txt : 19990129 0000950133-99-000194.hdr.sgml : 19990129 ACCESSION NUMBER: 0000950133-99-000194 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990128 GROUP MEMBERS: ALFRED I. DUPONT TESTAMENTARY TRUST GROUP MEMBERS: HERBERT H. PEYTON GROUP MEMBERS: HUGH M. DURDEN GROUP MEMBERS: JACOB C. BELIN GROUP MEMBERS: JOHN F. PORTER, III GROUP MEMBERS: SWAMP HALL PROPERTIES LP GROUP MEMBERS: SWAMP HALL PROPERTIES, L.P. GROUP MEMBERS: THE NEMOURS FOUNDATION GROUP MEMBERS: WINFRED L. THORNTON SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FLORIDA EAST COAST INDUSTRIES INC CENTRAL INDEX KEY: 0000740796 STANDARD INDUSTRIAL CLASSIFICATION: RAILROADS, LINE-HAUL OPERATING [4011] IRS NUMBER: 592349968 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-36860 FILM NUMBER: 99514708 BUSINESS ADDRESS: STREET 1: ONE MALAGA STREET CITY: ST AUGUSTINE STATE: FL ZIP: 32085-1048 BUSINESS PHONE: 9043966600 MAIL ADDRESS: STREET 1: ONE MALAGA STREET CITY: ST AUGUSTINE STATE: FL ZIP: 32085-1048 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SWAMP HALL PROPERTIES LP CENTRAL INDEX KEY: 0001077600 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 510385980 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1600 ROCKLAND ROAD CITY: WILMINGTON STATE: DE ZIP: 19803 BUSINESS PHONE: 3025523109 MAIL ADDRESS: STREET 1: P O BOX 8841 CITY: WILMINGTON STATE: DE ZIP: 19899 SC 13D 1 SCHEDULE 13D 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Florida East Coast Industries Inc. - -------------------------------------------------------------------------------- (NAME OF ISSUER) COMMON STOCK, NO PAR VALUE - -------------------------------------------------------------------------------- (TITLE OF CLASS OF SECURITIES) 340632108 - -------------------------------------------------------------------------------- (CUSIP Number of Class of Securities) William E. Donnelly, Esq. McGuire, Woods, Battle & Boothe, LLP Washington Square 1050 Connecticut Avenue, N.W. Suite 1200 Washington, D.C. 20036 (202) 857-1735 - -------------------------------------------------------------------------------- (NAME, ADDRESS, TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS) December 17, 1998 - -------------------------------------------------------------------------------- (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 which is the subject of this Schedule 13D, and if filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box. / / 2 2 1. NAME OF REPORTING PERSON SWAMP HALL PROPERTIES, L.P. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 51-0385980 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) / / (B) /X / 3. SEC USE ONLY 4. SOURCE OF FUNDS AF- (see Item 3) 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER -0- 8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED VOTING POWER -19,609,216- 9. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE DISPOSITIVE POWER -0- 10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED DISPOSITIVE POWER -19,609,216- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -19,609,216- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 54.04% 14. TYPE OF REPORTING PERSON PN 3 3 1. NAME OF REPORTING PERSON Alfred I. duPont Testamentary Trust I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 59-0226560 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) / / (B) /X / 3. SEC USE ONLY 4. SOURCE OF FUNDS 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Florida 7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER -0- 8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED VOTING POWER -19,609,216- 9. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE DISPOSITIVE POWER -0- 10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED DISPOSITIVE POWER -19,609,216- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -19,609,216- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 54.04% 14. TYPE OF REPORTING PERSON OO 4 4 1. NAME OF REPORTING PERSON The Nemours Foundation I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 59-0634433 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) / / (B) /X / 3. SEC USE ONLY 4. SOURCE OF FUNDS 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Florida 7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER -0- 8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED VOTING POWER -1,800,896- 9. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE DISPOSITIVE POWER -0- 10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED DISPOSITIVE POWER -1,800,896- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -1,800,896- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.96% 14. TYPE OF REPORTING PERSON OO 5 5 1. NAME OF REPORTING PERSON Winfred L. Thornton S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) / / (B) /X / 3. SEC USE ONLY 4. SOURCE OF FUNDS 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States 7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER -2,236- 8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED VOTING POWER -21,412,348- 9. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE DISPOSITIVE POWER -2,236- 10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED DISPOSITIVE POWER -21,412,348- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -21,412,348- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 59.01% 14. TYPE OF REPORTING PERSON IN 6 6 1. NAME OF REPORTING PERSON Jacob C. Belin S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) / / (B) /X / 3. SEC USE ONLY 4. SOURCE OF FUNDS 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States 7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER -3,200- 8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED VOTING POWER -21,413,312- 9. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE DISPOSITIVE POWER -3,200- 10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED DISPOSITIVE POWER -21,413,312- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -21,413,312- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 59.01% 14. TYPE OF REPORTING PERSON IN 7 7 1. NAME OF REPORTING PERSON Hugh M. Durden S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) / / (B) /X / 3. SEC USE ONLY 4. SOURCE OF FUNDS 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States 7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER -0- 8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED VOTING POWER -21,410,112- 9. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE DISPOSITIVE POWER -0- 10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED DISPOSITIVE POWER -21,410,112- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -21,410,112- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 59.0% 14. TYPE OF REPORTING PERSON IN 8 8 1. NAME OF REPORTING PERSON John F. Porter, III S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) / / (B) /X / 3. SEC USE ONLY 4. SOURCE OF FUNDS 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States 7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER -0- 8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED VOTING POWER -21,410,112- 9. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE DISPOSITIVE POWER -0- 10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED DISPOSITIVE POWER -21,410,112- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -21,410,112- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 59.0% 14. TYPE OF REPORTING PERSON IN 9 9 1. NAME OF REPORTING PERSON Herbert H. Peyton S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) / / (B) /X / 3. SEC USE ONLY 4. SOURCE OF FUNDS 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States 7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER -0- 8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED VOTING POWER -21,410,112- 9. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE DISPOSITIVE POWER -0- 10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED DISPOSITIVE POWER -21,410,112- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -21,410,112- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 59.0% 14. TYPE OF REPORTING PERSON IN 10 10 Item 1. Security and Issuer This statement on Schedule 13D (the "Statement") relates to the shares of common stock, no par value ("Common Stock"), of Florida East Coast Industries, a Florida corporation (the "Issuer"). The address of the Issuer's principal executive office is One Malaga Street, St. Augustine, FL 32085. Item 2. Identity and Background a-c. This Schedule is filed on behalf of Swamp Hall Properties, L.P., a Delaware Limited Partnership, (the "Partnership"). The Partnership's principal business is to hold debt or equity securities of all types. The business address of the Partnership is 1600 Rockland Road, Wilmington, Delaware 19803. The general partner of the Partnership is the Rockland Company, a Delaware Corporation (the "General Partner".) The principal business of the General Partner is to exercise the powers and perform the duties of the general partner of the Partnership. All of the outstanding stock in the General Partner is owned by the Alfred I. duPont Testamentary Trust (the "Trust"). In addition, the Trust is the sole limited partner of the Partnership. The Trustees of the Trust are J.C. Belin, Herbert Peyton, John Porter, W.T. Thompson, III, W.L. Thornton and Hugh M. Durden on behalf of Wachovia Bank, N.A., a subsidiary of Wachovia Corporation, as Corporate trustee (collectively, the "Trustees"). A majority of the Trustees have the power to elect the directors of the General Partner. In addition, the Trustees constitute the entire Board of Directors of the Nemours Foundation (the "Foundation") and therefore, have voting and dispositive power over the shares of the Issuer held of record by the Foundation. J.C Belin and W.L. Thornton are also Directors of the Issuer. d. During the past five years, neither the Partnership, the General Partner, the Trust, the Trustees nor the Foundation have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). e. During the past five years, neither the Partnership, the General Partner, the Trust, the Trustees nor the Foundation have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or a finding of any violation with respect to such laws. f. All of the Trustees are citizens of the United States. Item 3. Source and Amount of Funds or Other Consideration On December 17, 1998, the Trust contributed 49,643,292 shares of the common stock of The St. Joe Company (the "Parent"), representing 55.18%(1) of the Common - ------------------ (1) This percentage is based on the number of shares issued and outstanding on September 30, 1998 as reported in the Parent's Quarterly Report on Form 10-Q, dated November 12, 1998, the Parent's last public announcement as to the number of its shares of outstanding common stock. The Parent also reported in the same 10-Q that the Parent's Board of Directors had authorized $150 million for the repurchase of the 11 11 Stock of the Parent, together with certain other assets, to the Partnership in exchange for the limited partnership interest in the Partnership. As part of this transaction the General Partner acquired the general partnership interest in the Partnership. All of the issued and outstanding stock in the General Partner in the Partnership is owned by the Trust. 19,609,216 shares, representing 54.04% of the Common Stock of the Issuer is owned by the Parent. As a result of this transaction the Partnership, the Trust and the Trustees may be deemed to be each the beneficial owner of 19,609,216 shares of Common Stock of the Issuer. Item 4. Purpose of Transaction The Partnership acquired the common stock of the Parent and beneficial ownership of the Common Stock of the Issuer reported herein for investment purposes. Although the Partnership intends to exercise its rights as majority stockholder of the Parent, neither the Partnership, the Trust, the Trustees nor the Foundation currently have any plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present Board of Directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure; (g) changes in the Issuer's articles of incorporation, constitution, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be deleted from a national securities exchange or to cease to be authorized or quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or (j) any action similar to any of those enumerated above. In the future, the Partnership and/or the Trust, the Trustees or the Foundation may determine to purchase additional shares of the Parent Common Stock or the Issuer's Common Stock (or other securities of the Issuer or the Parent) or the Partnership and/or the Trust, the Trustees or the Foundation may determine to sell shares of the Issuer's or the Parent's Common Stock. Any such determination will depend on a number of factors, including market prices, the Issuer's or the Parent's prospects and alternative investments. Item 5. Interest in Securities of the Issuer a. As of the close of business on the date hereof, the Partnership beneficially owned 19,609,216 shares of the Common Stock, which represented 54.04% of the issued and outstanding Common Stock of the - -------------------------------------------------------------------------------- Parent's outstanding common stock from time to time on the open market. If the number of shares of outstanding common stock of the Parent has been reduced by such repurchases after September 30, 1998 there would be an increase in the percentage of the Parent's common stock which would be represented by the shares reported herein. 12 12 Issuer. As of such date the Foundation directly and beneficially owned 1,800,896 shares of the Common Stock of the Issuer, which represented 4.96% of the outstanding Common Stock of the Issuer. The Trustees, by virtue of their power to elect the directors of the General Partner of the Partnership and their status as the directors of the Foundation may be deemed to have indirect beneficial ownership of the shares of Common Stock owned by the Foundation and the Parent. In addition, as of such date, Jacob C. Belin, a Trustee, directly and beneficially owned 3,200 shares of the Common Stock of the Issuer, and W.T. Thornton, a Trustee, directly and beneficially owned 2,236 shares b. The Trustees, by virtue of their power to elect the directors of the General Partner of the Partnership and their status as directors of the Foundation have the power to vote or direct the vote and the power to dispose or direct the disposition of the 19,609,216 shares of Common Stock of the Issuer owned by the Parent and the 1,800,896 shares of Common Stock of the Issuer owned by the Foundation. Each of Messrs. Belin and Thornton has the power to vote to dispose of shares of Common Stock of the Parent owned individually by such persons. c. On December 17, 1998, the Trust contributed 49,643,292 shares of the Common Stock of the Parent, together with certain other assets, to the Partnership in exchange for the limited partnership interest in the Partnership. As part of this transaction the General Partner acquired the general partnership interest in the Partnership. All of the issued and outstanding stock in the General Partner of the Partnership is owned by the Trust. Neither the Partnership, the Trust, the Trustees nor the Foundation has effected any other transaction in neither the Parent's common stock nor the Issuer's Common Stock within the past 60 days. d. No person or entity other than the Parent has the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, the shares of the Issuer's Common Stock owned by the Parent. e. Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer As of the date of this Schedule, neither the Parent, the Partnership, the Trust, the Foundation nor any of the Trustees is a party to any contract, arrangement, understanding or relationship among themselves or with any other person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the Common Stock, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, the giving or withholding of proxies, or otherwise subject to a contingency the occurrence of which would give another person voting or investment power over the Common Stock. Item 7. Material to be Filed as Exhibits Agreement among Reporting Person dated January 27, 1999 for the filing of a single Schedule 13D pursuant to Rule 13d-1(k)(1). 13 13 EXHIBIT INDEX Exhibit 1 Agreement among reporting persons dated January 27, 1999. EX-1 2 AGREEMENT AMONG REPORTING PERSONS 1 14 Exhibit 1 AGREEMENT AMONG REPORTING PERSONS THIS AGREEMENT is made and entered into by and among W.L. Thornton ("Thornton"), Jacob C. Belin ("Belin"), Hugh M. Durden ("Durden"), John F. Porter, III ("Porter"), William T. Thompson III ("Thompson"), Herbert H. Peyton ("Peyton"), Swamp Hall Properties, L.P. (the "Partnership"), the Alfred I. duPont Testamentary Trust (the "Trust") and The Nemours Foundation (the "Foundation"). W I T N E S S E T H: WHEREAS, each of the parties hereto beneficially owns shares of the Common Stock of Florida East Coast Industries (the "Issuer"); WHEREAS, each of the parties hereto desires to file a single Schedule 13D indicating the beneficial ownership of each party; and WHEREAS, Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934 (the "Act") requires that, when a Schedule 13D is filed on behalf of more than one person, the Schedule 13D shall include as an exhibit to the Schedule 13D an agreement in writing of such persons that the Schedule 13D is filed on behalf of each of them; NOW, THEREFORE, in consideration of the premises and the mutual promises of the parties hereto, the parties hereto covenant and agree as follows: 1. Thornton, Belin, Durden, Porter, Thompson, Peyton, the Partnership, the Trust and the Foundation agree that a single Schedule 13D and any amendments thereto relating to the shares of Common Stock of the Issuer shall be filed on behalf of each of them. 2. Thornton, Belin, Durden, Porter, Thompson, Peyton, the Partnership, the Trust and the Foundation each acknowledge and agree that pursuant to Rule 13d-1(k)(1) under the Act each of them is individually responsible for the timely filing of such Schedule 13D and any amendments thereto and for the completeness and accuracy of the information contained therein. 3. This Agreement shall not be assignable by any party hereto. 4. This Agreement shall be terminated only upon the first to occur of the following: (a) the death of any of the individual parties hereto, (b) the dissolution, termination or settlement of the Partnership, the Trust or the Foundation or (c) a written notice of termination given by any party hereto to all of the other parties hereto. 5. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original copy hereof, but all of which together shall constitute a single instrument. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the 27th day of January, 1999. 2 15 Swamp Hall Properties, L.P. By:/s/John F. Porter, III --------------------------------------- John F. Porter, III, President of The Rockland Company, the managing general partner of Swamp Hall Properties, L.P. (Duly Authorized Representative) /s/ Winfred L. Thornton --------------------------- (Signature) Winfred L. Thornton --------------------------- (Name) /s/ Jacob C. Belin --------------------------- (Signature) Jacob C. Belin --------------------------- (Name) /s/ William T. Thompson III ---------------------------- (Signature) William T. Thompson III ------------------------------- (Name) /s/ Hugh M. Durden --------------------------- (Signature) Hugh M. Durden --------------------------- (Name) /s/ John F. Porter III --------------------------- (Signature) John F. Porter III --------------------------- (Name) 3 16 /s/ Herbert H. Peyton ------------------------------------ (Signature) Herbert H. Peyton ------------------------------------ (Name) Alfred I. duPont Testamentary Trust ------------------------------------ (Name of Trust) /s/ Winfred L. Thornton ------------------------------------ (Signature) Winfred L. Thornton ------------------------------------ (Name) Chairman ------------------------------------ (Title) The Nemours Foundation ------------------------------------ (Name of Foundation) /s/ Jacob C. Belin ------------------------------------ (Signature) Jacob C. Belin ------------------------------------ (Name) President ------------------------------------ (Title) 4 17 SIGNATURE After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this Statement on Schedule 13D is true, complete and correct. Swamp Hall Properties, L.P. By:/s/John F. Porter, III --------------------------------------- John F. Porter, III, President of The Rockland Company, the managing general partner of Swamp Hall Properties, L.P. (Duly Authorized Representative) 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. January 27, 1999 --------------------------- (Date) /s/ Winfred L. Thornton --------------------------- (Signature) Winfred L. Thornton --------------------------- (Name) 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. January 27, 1999 --------------------------- (Date) /s/ Jacob C. Belin --------------------------- (Signature) Jacob C. Belin --------------------------- (Name) 5 18 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. January 27, 1999 --------------------------- (Date) /s/ William T. Thompson III --------------------------- (Signature) William T. Thompson III --------------------------- (Name) 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. January 27, 1999 --------------------------- (Date) /s/ Hugh M. Durden --------------------------- (Signature) Hugh M. Durden --------------------------- (Name) 6 19 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. January 27, 1999 --------------------------- (Date) /s/ John F. Porter III --------------------------- (Signature) John F. Porter III --------------------------- (Name) 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. January 27, 1999 --------------------------- (Date) /s/ Herbert H. Peyton --------------------------- (Signature) Herbert H. Peyton --------------------------- (Name) 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. January 27, 1999 ------------------------------------- (Date) Alfred I. duPont Testamentary Trust ------------------------------------ (Name of Trust) 7 20 /s/ Winfred L. Thornton ------------------------------------ (Signature) Winfred L. Thornton ------------------------------------ (Name) Chairman ------------------------------------ (Title) 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. January 27, 1999 ------------------------------------- (Date) The Nemours Foundation ------------------------------------ (Name of Foundation) /s/ Jacob C. Belin ------------------------------------ (Signature) Jacob C. Belin ------------------------------------ (Name) President ------------------------------------ (Title) Date: January 27, 1999 -----END PRIVACY-ENHANCED MESSAGE-----