-----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, CToN61s/i9IWLXLmIzfa1wFjdbyDZh37z0T0YDbKeMKoKp0WlYlzlqgBDeIZgbhZ TOheceysyYWeCi19mlXmxA== 0001023875-04-000044.txt : 20040719 0001023875-04-000044.hdr.sgml : 20040719 20040719141040 ACCESSION NUMBER: 0001023875-04-000044 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040719 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-36860 FILM NUMBER: 04919835 BUSINESS ADDRESS: STREET 1: ONE MALAGA STREET CITY: ST AUGUSTINE STATE: FL ZIP: 32084 BUSINESS PHONE: 9043966600 MAIL ADDRESS: STREET 1: ONE MALAGA STREET CITY: ST AUGUSTINE STATE: FL ZIP: 32084 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FRANKLIN MUTUAL ADVISERS LLC CENTRAL INDEX KEY: 0001023875 IRS NUMBER: 223463202 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 51 JOHN F KENNEDY PARKWAY CITY: SHORT HILLS STATE: NJ ZIP: 07078 BUSINESS PHONE: 2019122088 MAIL ADDRESS: STREET 1: 51 JOHN F KENNEDY PARKWAY CITY: SHORT HILLS STATE: NJ ZIP: 07078 FORMER COMPANY: FORMER CONFORMED NAME: FRANKLIN MUTUAL ADVISERS INC DATE OF NAME CHANGE: 19960928 SC 13D/A 1 flor13da2.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 - --------------- SCHEDULE 13D (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No. 2) Florida East Coast Industries, Inc. (Name of Issuer) Common Stock, no par value ("Shares") (Title of Class of Securities) 340632108 (CUSIP Number) David J. Winters Franklin Mutual Advisers, LLC 51 John F. Kennedy Parkway Short Hills, New Jersey 07078 973-912-2177 with a copy to: Daniel S. Sternberg, Esq. Cleary, Gottlieb, Steen & Hamilton One Liberty Plaza New York, New York 10006 212-225-2000 (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications) July 16, 2004 (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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. 1 Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See 240.13d-7(b) 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 this cover page shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Act"), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act. 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Franklin Mutual Advisers, LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) 0 (b) 1 3 SEC USE ONLY 4 SOURCE OF FUNDS See Item 3 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) 0 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES 7 SOLE VOTING POWER 12,029,310 (See Item 5) BENEFICIALLY OWNED BY 8 SHARED VOTING POWER 0 EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER 12,029,310 (See Item 5) WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,029,310 (See Item 5) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 0 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 32.6% (See Item 5) 14 TYPE OF REPORTING PERSON IA This Amendment No. 2 (this "Amendment") amends and supplements the Schedule 13D filed on February 24, 2004, as previously amended (the "Schedule 13D") by Franklin Mutual Advisers, LLC ("FMA"), with respect to the common stock, no par value (the "Common Stock"), of Florida East Coast Industries, Inc., a Florida corporation (the "Issuer"). All capitalized terms used in this Amendment and not otherwise defined herein have the meanings ascribed to such terms in the Schedule 13D. Item 4. Purpose of Transaction. On July 16, 2004, FMA, on behalf of one or more of its advisory clients, consummated the purchase from the Alfred I. DuPont Testamentary Trust (the "Trust") of 5,200,000 shares of Common Stock for an aggregate purchase price of approximately $174.3 million, or $33.53 per share of Common Stock, in cash, in accordance with the terms of the Purchase Agreement dated June 9, 2004 between FMA and the Trust. Following the consummation of such purchase, advisory clients of FMA are the owners of 32.6% of the Common Stock, representing an investment of over $312 million, and are the Issuer's largest shareholders. FMA intends to take an active interest in the management, business and affairs of the Issuer, including regular communications with the Issuer's board of directors and executive management regarding such matters. Other than as described above, FMA does not have any present plans or proposals which relate to or that would result in any of the actions or transactions described in paragraphs (a) through (j) of Item 4 of the instructions to Schedule 13D. FMA may in the future acquire additional shares of Common Stock or other securities of the Issuer, in the open market, in privately-negotiated purchases or otherwise, and may also, depending on then current circumstances, dispose of all or a portion of the Common Stock beneficially owned by it in one or more transactions. Additionally, FMA reserves the right from time to time to formulate plans or proposals regarding the Issuer or any of its securities and to carry out any of the actions or transactions described in paragraphs (a) through (j) of Item 4 of the instructions to Schedule 13D, to the extent deemed advisable by FMA. Item 5. Interest in Securities of the Issuer. (a), (b) One or more of FMA's advisory clients is the owner of 12,029,310 shares of Common Stock. Investment advisory contracts with FMA's advisory clients grant to FMA sole voting and investment discretion over the securities owned by its advisory clients. Therefore, FMA may be deemed to be, for purposes of Regulation 13D-G under the Act, the beneficial owner of 12,029,310 shares, representing approximately 32.6% of the outstanding shares of Common Stock. (c) Other than the purchase described in Item 4, neither FMA nor, to the best of its knowledge, any of the persons listed in Schedule I of the Schedule 13D, have effected any transactions in the Common Stock during the 60-day period preceding the date of this Amendment. 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: July 19, 2004 FRANKLIN MUTUAL ADVISERS, LLC /s/ David J. Winters By: David J. Winters Title: President CUSIP No. 340632108 13D Page 2 of 2 Pages -----END PRIVACY-ENHANCED MESSAGE-----