Amendment No. 2 to Schedule 13-D

-----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, Vqa+hUXtKfp/6XXxpTqRAIDPOIKpPz8YEusQqVAsgBZO2AYw8BKXfepglidFAHo2 GNbf5S8kSzGZZ9lZA83WYg== 0001193125-04-102522.txt : 20040614 0001193125-04-102522.hdr.sgml : 20040611 20040614152655 ACCESSION NUMBER: 0001193125-04-102522 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20040614 GROUP MEMBERS: HERBERT H. PEYTON GROUP MEMBERS: HUGH M. DURDEN GROUP MEMBERS: JOHN F. PORTER, III GROUP MEMBERS: JOHN S. LORD GROUP MEMBERS: THE NEMOURS FOUNDATION GROUP MEMBERS: W.T. THOMPSON, III GROUP MEMBERS: WACHOVIA BANK, N. A. 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-36860 FILM NUMBER: 04861369 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: DUPONT ALFRED I TESTAMENTARY TRUST CENTRAL INDEX KEY: 0001051094 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1650 PRUDENTIAL DR STREET 2: SUITE 300 CITY: JACKSONVILLE STATE: FL ZIP: 32207 BUSINESS PHONE: 9048583121 MAIL ADDRESS: STREET 1: 1650 PRUDENTIAL DR STREET 2: SUITE 300 CITY: JACKSONVILLE STATE: FL ZIP: 32207 SC 13D/A 1 dsc13da.htm AMENDMENT NO. 2 TO SCHEDULE 13-D Amendment No. 2 to Schedule 13-D

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under The Securities Exchange Act of 1934

(Amendment No.2)

Florida East Coast Industries, Inc.

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

340632108

(CUSIP Number)

Winfred L. Thornton

Alfred I. duPont Testamentary Trust

4600 Touchton Road, East

Building 200, Suite 500 Jacksonville, Florida 32246

(904) 232-4148

(Name, Address and Telephone Number of Person Authorized

to Receive Notices and Communications)

June 9, 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 which 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 ¨.

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

(Continued on following pages)

(Page 1 of 18 pages)

Page 2 of 18


1.	Names of Reporting Person: Alfred I. duPont Testamentary Trust I.R.S. Identification No. of Above Person (entity only)
2.	Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
3.	SEC use only
4.	Source of Funds* WC
5.	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)	¨
6.	Citizenship or Place of Organization Florida

Number of shares

beneficially

owned by each

Reporting person

with

7. Sole voting power

-0-

8. Shared voting power

11,469,273

9. Sole dispositive power

-0-

10. Shared dispositive power

11,469,273


11.	Aggregate Amount Beneficially Owned by Each Reporting Person 13,970,925
12.	Check box if the Aggregate Amount in Row (11) Excludes Certain Shares*	¨
13.	Percent of Class Represented by Amount in Row (11) 37.81%
14.	Type of Reporting Person* OO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

Page 3 of 18


1.	Names of Reporting Person: The Nemours Foundation I.R.S. Identification No. of Above Person (entity only)
2.	Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
3.	SEC use only
4.	Source of Funds* WC
5.	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)	¨
6.	Citizenship or Place of Organization Florida

Number of shares

beneficially

owned by each

Reporting person

with

7. Sole voting power

-0-

8. Shared voting power

2,316,657

9. Sole dispositive power

-0-

10. Shared dispositive power

2,316,657


11.	Aggregate Amount Beneficially Owned by Each Reporting Person 13,970,925
12.	Check box if the Aggregate Amount in Row (11) Excludes Certain Shares*	¨
13.	Percent of Class Represented by Amount in Row (11) 37.81%
14.	Type of Reporting Person* OO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

Page 4 of 18


1.	Names of Reporting Person: Winfred L. Thornton I.R.S. Identification No. of Above Person (entity only)
2.	Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
3.	SEC use only
4.	Source of Funds* AF/PF
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 Citizen

Number of shares

beneficially

owned by each

Reporting person

with

7. Sole voting power

29,078

8. Shared voting power

13,785,930

9. Sole dispositive power

29,078

10. Shared dispositive power

13,785,930


11.	Aggregate Amount Beneficially Owned by Each Reporting Person 13,970,925
12.	Check box if the Aggregate Amount in Row (11) Excludes Certain Shares*	¨
13.	Percent of Class Represented by Amount in Row (11) 37.81%
14.	Type of Reporting Person* IN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

Page 5 of 18


1.	Names of Reporting Person: Wachovia Bank, N.A., a subsidiary of Wachovia Corporation, as Corporate Trustee I.R.S. Identification No. of Above Person (entity only)
2.	Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
3.	SEC use only
4.	Source of Funds* 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

Number of shares

beneficially

owned by each

Reporting person

with

7. Sole voting power

129,969

8. Shared voting power

13,785,930

9. Sole dispositive power

129,969

10. Shared dispositive power

13,785,930


11.	Aggregate Amount Beneficially Owned by Each Reporting Person 13,970,925
12.	Check box if the Aggregate Amount in Row (11) Excludes Certain Shares*	¨
13.	Percent of Class Represented by Amount in Row (11) 37.81%
14.	Type of Reporting Person* BK

*SEE INSTRUCTIONS BEFORE FILLING OUT!

Page 6 of 18


1.	Names of Reporting Person: Hugh M. Durden I.R.S. Identification No. of Above Person (entity only)
2.	Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
3.	SEC use only
4.	Source of Funds* 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 Citizen

Number of shares

beneficially

owned by each

Reporting person

with

7. Sole voting power

-0-

8. Shared voting power

13,785,930

9. Sole dispositive power

-0-

10. Shared dispositive power

13,785,930


11.	Aggregate Amount Beneficially Owned by Each Reporting Person 13,970,925
12.	Check box if the Aggregate Amount in Row (11) Excludes Certain Shares*	¨
13.	Percent of Class Represented by Amount in Row (11) 37.81%
14.	Type of Reporting Person* IN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

Page 7 of 18


1.	Names of Reporting Person: John S. Lord I.R.S. Identification No. of Above Person (entity only)
2.	Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
3.	SEC use only
4.	Source of Funds* 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 Citizen

Number of shares

beneficially

owned by each

Reporting person

with

7. Sole voting power

1,412

8. Shared voting power

13,785,930

9. Sole dispositive power

1,412

10. Shared dispositive power

13,785,930


11.	Aggregate Amount Beneficially Owned by Each Reporting Person 13,970,925
12.	Check box if the Aggregate Amount in Row (11) Excludes Certain Shares*	¨
13.	Percent of Class Represented by Amount in Row (11) 37.81%
14.	Type of Reporting Person* IN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

Page 8 of 18


1.	Names of Reporting Person: Herbert H. Peyton I.R.S. Identification No. of Above Person (entity only)
2.	Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
3.	SEC use only
4.	Source of Funds* AF/PF
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 Citizen

Number of shares

beneficially

owned by each

Reporting person

with

7. Sole voting power

23,736

8. Shared voting power

13,785,930

9. Sole dispositive power

23,736

10. Shared dispositive power

13,785,930


11.	Aggregate Amount Beneficially Owned by Each Reporting Person 13,970,925
12.	Check box if the Aggregate Amount in Row (11) Excludes Certain Shares*	¨
13.	Percent of Class Represented by Amount in Row (11) 37.81%
14.	Type of Reporting Person* IN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

Page 9 of 18


1.	Names of Reporting Person: John F. Porter III I.R.S. Identification No. of Above Person (entity only)
2.	Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
3.	SEC use only
4.	Source of Funds* 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 Citizen

Number of shares

beneficially

owned by each

Reporting person

with

7. Sole voting power

-0-

8. Shared voting power

13,785,930

9. Sole dispositive power

-0-

10. Shared dispositive power

13,785,930


11.	Aggregate Amount Beneficially Owned by Each Reporting Person 13,970,925
12.	Check box if the Aggregate Amount in Row (11) Excludes Certain Shares*	¨
13.	Percent of Class Represented by Amount in Row (11) 37.81%
14.	Type of Reporting Person* IN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

Page 10 of 18


1.	Names of Reporting Person: W. T. Thompson III I.R.S. Identification No. of Above Person (entity only)
2.	Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
3.	SEC use only
4.	Source of Funds* 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 Citizens

Number of shares

beneficially

owned by each

Reporting person

with

7. Sole voting power

800

8. Shared voting power

13,785,930

9. Sole dispositive power

800

10. Shared dispositive power

13,785,930


11.	Aggregate Amount Beneficially Owned by Each Reporting Person 13,970,925
12.	Check box if the Aggregate Amount in Row (11) Excludes Certain Shares*	¨
13.	Percent of Class Represented by Amount in Row (11) 37.81%
14.	Type of Reporting Person* IN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

Page 11 of 18

This Amendment No. 2 amends the Statement on Schedule 13D dated October 19, 2000, filed by the Reporting Persons. relating to the Common Stock, no par value (“Common Stock”), of Florida East Coast Industries, Inc., a Florida corporation (the “Issuer”).

Items 3, 4, 5, 6 and 7 are hereby amended as set forth below.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended by adding the following paragraph:

“The shares of Common Stock acquired on June 3, 2004 by Messrs. Lord, Peyton and Thornton were shares of restricted stock issued under the Issuer’s stock incentive plan for directors.”

Item 4. Purpose of Transaction.

Item 4 is hereby amended by adding the following paragraphs:

“For information concerning the proposed sale by the Trust of 5,200,000 shares of Common Stock on the terms contained in a confirmation statement dated June 9, 2004, see Items 5 and 6 of this Statement.

“Each of the Trust and the Foundation continues to anticipate that, in order to diversify its assets, it will seek to reduce its ownership of Common Stock over the next several years and may do so through one or more of the following: open market sales, private sales, participation in any stock repurchase program undertaken by the Issuer, registered offerings, which may include underwritten offerings, or otherwise. The determination by the Trust and the Foundation to effect any sales of Common Stock, and the timing and amount of any such sales is subject to a number of uncertainties, including the market price of Common Stock, the Issuer’s prospects, and general economic conditions.

“As stated above, Messrs. Lord, Peyton and Thornton are directors of the Issuer, and by serving in that capacity may explore actions and transactions that may be advantageous to the Issuer, including but not limited to possible mergers, acquisitions, reorganizations or other material changes in the business, corporate structure, management, policies, governing instruments, capitalization, securities or regulatory or reporting obligations of the Issuer. However, Messrs. Lord, Peyton and Thornton do not currently have any plans or proposals that relate to or would result in any of the actions listed in (a) through (i) above. “

Page 12 of 18

Item 5. Interest in Securities of the Issuer.

Item 5 is hereby amended and restated in its entirety to read as follows:

“(a) As of the close of business on the date hereof, the Trust directly owned 11,469,273 shares of Common Stock, which represented 31.1% of the issued and outstanding shares of Common Stock. As of such date, the Foundation directly owned 2,316,657 shares of Common Stock, which represented 6.3% of the outstanding Common Stock. By virtue of their status as trustees and directors, the Trustees and the directors of the Foundation may be deemed to have indirect beneficial ownership of Common Stock owned by the Trust and the Foundation. In addition, as of such date, Mr. Thornton beneficially owns 29,078 shares of Common Stock (including 20,241 shares as to which Mr. Thornton has the right to acquire and 2,583 shares held in a retirement account for his benefit), and Mr. Peyton beneficially owns 23,736 shares of Common Stock (including 17,600 shares as to which Mr. Peyton has the right to acquire), and Mr. Lord beneficially owns 1,412 shares of Common Stock. In addition, as of such date, Wachovia Bank, N.A., may be deemed to have beneficial ownership over 129,969 shares of Common Stock of the Issuer held in fiduciary and investment capacities. Pursuant to Rule 13d-3, as of such date, the Reporting Persons may be deemed to beneficially own an aggregate of 13,970,925 shares of Common Stock, or approximately 37.81 percent of the Common Stock outstanding.

“(b) By virtue of their status as trustees and directors, the Trustees and the directors of the Foundation have the power to vote or direct the vote (to the extent votable) and the power to dispose or direct the disposition of the shares of Common Stock owned by the Trust and the Foundation. In addition, the Trust may be deemed to share dispositive power over the 5,200,000 shares of Common Stock that are proposed to be sold pursuant to the confirmation statement dated June 9, 2004 described in Item 6 of this Statement.

“Each of Messrs. Lord, Peyton and Thornton has the sole power to vote or direct the vote and dispose or direct the disposition of the other shares of Common Stock that he beneficially owns. Wachovia Bank, N.A., has sole voting and dispositive power over the other shares of Common Stock beneficially owned by it.

“(c) In the sixty days prior to the filing of this Schedule 13D, none of the Reporting Persons effected any transactions in the Issuer’s Common Stock, except as follows:

“On June 3, 2004, each of Messrs. Lord, Peyton and Thornton received an award of 1,412 Common Stock under the Issuer’s stock incentive plan for directors.

Page 13 of 18

“On June 9, 2004, the Trust agreed to sell to certain advisory funds of Franklin Mutual Advisers, LLC (“Franklin”), 5,200,000 shares of Common Stock for cash in an amount equal to $174,200,000.00 (the “Initial Purchase Amount”), or $33.50 per share, provided that if settlement does not occur by June 24, 2004, Franklin is required to pay the Trust on settlement date, an additional amount equal to interest that would accrue for each day between June 24, 2004 and settlement date, at 1.25% per annum on the Initial Purchase Amount. Settlement of this transaction is conditioned upon the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and the Trust may cancel the transaction if settlement has not taken place within 45 days from June 9, 2004, i.e., July 24, 2004.”

Item 6. Contracts, Arrangements, Undertandings or Relationships

With Respect to Securities of the Issuer.

Item 6 is hereby amended by adding the following paragraph:

“For a description of the Company’s agreement reached on June 9, 2004, to sell 5,200,000 shares of Common Stock to Franklin, see Item 5 hereof.”

Item 7. Material to be Filed as Exhibits.

Item 7 is hereby amended by adding the following:

“ 4. Confirmation dated June 9, 2004.”

Page 14 of 18

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: June 11, 2004


ALFRED I. duPONT TESTAMENTARY TRUST

By:		/s/ Winfred L. Thornton
		Winfred L. Thornton Chairman


THE NEMOURS FOUNDATION

By:		/s/ W. T. Thompson III
		W. T. Thompson III Chairman


WACHOVIA BANK, N.A., as Corporate Trustee

By:		/s/ Charlotte A. Borland
		Charlotte A. Borland Senior Vice President

/s/ Hugh M. Durden

Hugh M. Durden, Individually

Page 15 of 18

/s/ John S. Lord

John S. Lord, Individually

/s/ Herbert H. Peyton

Herbert H. Peyton, Individually

/s/ John F. Porter III

John F. Porter III, Individually

/s/ W. T. Thompson III

W. T. Thompson III, Individually

/s/ Winfred L. Thornton

Winfred L. Thornton, Individually

Page 16 of 18

EXHIBIT INDEX


Exhibit		Description

4		Confirmation Statement dated June 9, 2004

EX-4 2 dex4.htm CONFIRMATION STATEMENT DATED JUNE 9, 2004 Confirmation Statement dated June 9, 2004

Exhibit 4

FRANKLIN MUTUAL ADVISERS, LLC

51 JOHN F. KENNEDY PARKWAY

SHORT HILLS, NEW JERSEY 07078

Please deliver this page to:

Alfred I. duPont Testamentary Trust

4600 Touchton Road, East

Building 200, Suite 500

Jacksonville, FL 32246

Attn: David Gonino

FROM: Bradley Takahashi

Phone: 973.912.2152 Fax: 973.912.0646

RE: Florida East Coast Industries, Inc. cmn stock, no par value CUSIP 340632108

DATE: 9 June, 2004

*****************************************************************************************************

This will confirm the following transaction in respect of the referenced security:


BUYER:		Certain advisory funds of Franklin Mutual Advisers, LLC

SELLER:		Alfred I. duPont Testamentary Trust

NO. OF SHARES:		5,200,000

PRICE PER SHARE:		$33.50

TOTAL PRICE:		$174,200,000.00 (the “Initial Purchase Amount”), provided that if settlement does not occur by June 24, 2004, Buyer shall pay Seller on settlement date, an additional amount equal to interest that would accrue for each day between June 24, 2004 and settlement date, at 1.25% per annum on the Initial Purchase Amount.

TRADE DATE:		6/9/04

SETTLEMENT DATE:		The day following expiration or termination of the applicable “waiting period” under the Hart-Scott-Rodino Antitrust Improvements Act (“HSR Act.

CONDITION TO CLOSING:		Expiration or termination of the waiting period under the HSR Act.



RIGHT TO CANCEL:		Seller may cancel the transaction if settlement has not taken place within 45 days from today, i.e., July 24, 2004.

If this does not accurately reflect the terms of the transaction, please contact me immediately at 973.912.2152. Thank you very much.

TOTAL NUMBER OF PAGES BEING TRANSMITTED (INCLUDING THIS PAGE): 1 IF YOU DON’T RECEIVE ALL THE PAGES, PLEASE CALL 973.912.2152

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