THIS DOCUMENT IS A COPY OF THE FORM 10-Q FILED ON NOVEMBER 15, 1995
PURSUANT TO A RULE 201 TEMPORARY HARDSHIP EXEMPTION
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1995
Commission file number 0-12001
St. Joe Paper Company
(Exact name of registrant as specified in its charter)
Florida 59-0432511
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Suite 400, 1650 Prudential Drive, Jacksonville, Florida 32207
(Address of principal executive offices) (Zip Code)
(904) 396-6600
(Registrant's telephone number, including area code)
None
(Former name, former address and former fiscal year, if changed
since last report)
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days. YES X NO
APPLICABLE ONLY TO CORPORATE ISSUERS:
As of September 30, 1995 there were 30,498,650 shares of
common stock, no par value, outstanding.
ST. JOE PAPER COMPANY
INDEX
Page No.
PART I Financial Information:
Consolidated Balance Sheet -
September 30, 1995 and December 31, 1994 2
Consolidated Statement of Income and Retained Earnings
- Three and Nine months ended September 30, 1995 and 1994 3
Consolidated Statement of Cash Flows -
Nine months ended September 30, 1995 and 1994 4
Notes to Consolidated Financial Statements 5
Management's Discussion and Analysis of
Consolidated Financial Condition and
Results of Operations 7
PART II Other Information 11
<1>
ST. JOE PAPER COMPANY
CONSOLIDATED BALANCE SHEET
(Dollars in thousands)
September 30 December 31
1995 1994
ASSETS (Unaudited) (Restated)
Current Assets:
Cash and cash equivalents $ 42,853 $ 64,913
Short-term investments 76,158 60,157
Accounts receivable 77,187 83,745
Inventories 61,193 56,854
Other assets 35,671 21,568
Total Current Assets 293,062 287,237
Investment and Other Assets:
Marketable securities 208,221 172,848
Other assets 33,101 37,302
Net assets of discontinued operations 51,802 47,465
Total Investments and Other Assets 293,124 257,615
Property, Plant and Equipment, Net 1,003,451 975,067
Total Assets $ 1,589,637 $ 1,519,919
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 32,436 $ 42,664
Accrued liabilities 38,039 24,276
Income taxes payable - 6,028
Long-term debt due within one year 20,219 18,719
Total Current Liabilities 90,694 91,687
Accrued Casualty Reserves and Other Liabilities 16,368 14,534
Long-Term Debt due After One Year 771 19,148
Deferred Income Taxes and Income Tax Credits 217,908 206,122
Minority Interest in Consolidated Subsidiaries 263,666 251,447
Stockholders' Equity:
Common stock, no par value; 60,000,000 shares
authorized; 30,498,650 shares issued and
outstanding 8,714 8,714
Retained earnings 941,954 887,520
Net unrealized gains on debt and marketable
equity securities 49,562 40,747
Total Stockholders' Equity 1,000,230 936,981
Total Liabilities and Stockholders' Equity $ 1,589,637 $ 1,519,919
See accompanying notes.
<2>
ST. JOE PAPER COMPANY
CONSOLIDATED STATEMENT OF INCOME AND RETAINED EARNINGS
(Unaudited)
(Dollars in thousands except per share amounts)
Three Months Nine Months
ended September 30 ended September 30
1995 1994 1995 1994
(Restated) (Restated)
Net Sales $124,310 $114,989 $402,328 $345,278
Operating Revenues 46,646 43,711 138,581 131,593
Net Sales and Operating Revenues 170,956 158,700 540,909 476,871
Cost of Sales 107,119 105,145 313,112 303,623
Operating Expenses 34,911 33,796 103,334 98,176
Cost of Sales and Operating Expenses 142,030 138,941 416,446 401,799
Gross Profit 28,926 19,759 124,463 75,072
Selling, General and Administrative
Expenses 14,075 13,839 42,190 39,774
Operating Profit 14,851 5,920 82,273 35,298
Other Income (Expense):
Dividends 612 555 1,944 1,620
Interest income 3,690 2,952 10,758 7,469
Interest expense (547) (606) (2,440) (1,736)
Gain on sales and other dispositions
of property (143) 4,297 3,858 5,055
Other, net 946 399 3,620 1,760
4,558 7,597 17,740 14,168
Income before Income Taxes
and Minority Interest 19,409 13,517 100,013 49,466
Provision for Income Taxes 7,079 4,639 36,845 18,231
Income before Minority Interest 12,330 8,878 63,168 31,235
Income Applicable to Minority Interest
in Consolidated Subsidiaries 3,287 3,056 8,943 11,926
Income from Continuing Operations 9,043 5,822 54,225 19,309
Earnings from Discontinued Operations
(Net of Income Taxes of $1,221, $733,
$2,673 and $1,956 Respectively) 2,116 1,698 4,784 3,998
Net Income $ 11,159 $ 7,520 $ 59,009 $ 23,307
Retained Earnings at Beginning of Period 932,320 864,248 887,520 851,511
Dividends 1,525 1,525 4,575 4,575
Retained Earnings at End of Period $941,954 $870,243 $941,954 $870,243
Per Share Data:
Dividends $ 0.05 $ 0.05 $ 0.15 $ 0.15
Income from Continuing Operations $ 0.30 $ 0.19 $ 1.77 $ 0.63
Earnings of Discontinued Operations 0.07 0.06 0.16 0.13
Net Income $ 0.37 $ 0.25 $ 1.93 $ 0.76
See accompanying notes.
<3>
ST. JOE PAPER COMPANY
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
(Dollars in thousands except per share amounts)
Nine Months ended September 30
1995 1994
Cash Flows from Operating Activities: (Restated)
Net Income $ 59,009 $ 23,307
Adjustments to reconcile net income to
cash provided by operating activities:
Depreciation and depletion 44,413 42,502
Minority interest in income 8,943 11,926
Gain on sale of property (3,858) (5,054)
Increase in deferred income taxes 5,030 3,997
Changes in operating assets and liabilities:
Accounts receivable 6,558 (6,203)
Inventories (4,339) 19,633
Other assets (9,902) (8,029)
Accounts payable, accrued liabilities
and casualty reserves 5,369 8,709
Income taxes payable (6,028) 1,267
Discontinued operations - noncash
charges and working capital changes (2,382) 254
Cash Provided by Operating Activities 102,813 92,309
Cash Flows from Investing Activities:
Purchases of property, plant and equipment (71,802) (60,375)
Investing activities of discontinued operations (1,955) (3,640)
Purchases of investments:
Available for sale (26,569) (10,082)
Held to maturity (104,719) (101,383)
Proceeds from dispositions of assets 7,377 9,251
Maturity and redemption of investments:
Available for sale 24,215 8,488
Held to maturity 71,271 67,022
Cash Used in Investing Activities (102,182) (90,719)
Cash Flows from Financing Activities:
Net change in short-term borrowings (10,689) (5,437)
Dividends paid to stockholders (4,575) (4,575)
Repayment of long-term debt (6,188) (270)
Dividends paid to minority interest (1,239) (1,269)
Cash Used in Financing Activities (22,691) (11,551)
Net decrease in cash and cash equivalents (22,060) (9,961)
Cash and Cash Equivalents at Beginning of Period 64,913 42,545
Cash and Cash Equivalents at End of Period $ 42,853 $ 32,584
Supplemental Disclosure of Cash Flow Information:
Cash paid during the year for:
Interest $ 2,878 $ 2,815
Income taxes $ 42,853 $ 23,661
See accompanying notes
<4>
ST. JOE PAPER COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollars in thousands )
1. In the opinion of the Company, the accompanying unaudited consolidated
financial statements contain all adjustments (consisting of only normal
recurring accruals) necessary to present fairly the financial position as
of September 30, 1995 and December 31, 1994 and the results of operations
and cash flows for the three and nine month periods ended September 30,
1995 and 1994. The 1994 segments have been restated to reflect the
reclassification of the Communications segment as discontinued operations.
2. The results of operations for the three and nine month periods ended
September 30, 1995 and 1994 are not necessarily indicative of the results
that may be expected for the full year.
3. On September 1, 1995, St Joe Industries, Inc., a wholly owened subsidiary
of the Company agreed to sell the stock of St. Joe Communications, Inc.
(SJCI) to TPG Communications, Inc. for approximately $115 million subject
to purchase price adjustments. The sale is subject to customary conditions,
including certain regulatory approvals. SJCI has sold its interest in one
cellular partnership and has contracts to sell the remaining three for an
aggregate of approximately $27 million. These sales represent the Company's
entire Communication segment and are all expected to close by the first
quarter of 1996.
Operating revenues for the three and nine month periods ended September
30, 1995 and 1994 for the Communications segment were $8,400, $24,259,
$7,557 and $22,639 respectively. These amounts are not included in
operating revenues in the accompanying statement of income and retained
earnings.
Net operating results of the Communications segment for the three and nine
month periods ended September 30, 1995 and 1994 (as restated) are shown
separately as earnings from discontinued operations in the accompanying
statement of income and retained earnings.
Net assets to be disposed of have been separately classified in the
accompanying balance sheet at September 30, 1995. The December 31, 1994
balance sheet has been restated to conform to the current year presentation.
Assets and liabilities of the Communications segment consisted of:
September 30 December 31
1995 1994
Cash and cash equivalents $ 11,070 $ 6,976
Investments, at cost 1,671 2,178
Accounts receivable 4,923 4,797
Inventories 794 819
Other assets 16,147 13,234
Property, plant and equipment 49,446 51,808
Total assets 84,051 79,812
Accounts payable 1,518 2,075
Accrued liabilities 1,646 1,074
Income taxes payable 1,788 984
Long term debt 18,314 19,025
Deferred income taxes 8,983 9,189
Net assets of discontinued operations $ 51,802 $ 47,465
<5>
4. On November 2, 1995, the Company announced that it had entered into
an agreement to sell its pulp and paper mill and container plants for
approximately $390 million subject to purchase price adjustments and
contingent, among other things, on the buyer's receipt of
financing. The Company retains its timberlands and will continue to
operate in this segment. Net sales for the operations
to be sold were $341,956 and $272,304 for the nine months ended
September 30, 1995 and 1994, respectively. Operating profit (loss)
for the nine months ended September 30, 1995 and 1994 were $46,765 and
($9,540), respectively.
5. Inventories at September 30, 1995 and December 31, 1994:
September 30 December 31
1995 1994
(Restated)
Manufactured paper products and
associated raw materials $ 35,992 $ 27,023
Materials and supplies 24,912 24,821
Sugar 289 5,010
$ 61,193 $ 56,854
6. The Company and its subsidiaries are involved in litigation on a
number of matters and are subject to certain claims which arise in
the normal course of business, none of which, in the opinion of
management, is expected to have a material adverse effect on the
Company's consolidated financial position or results of operations.
The Company has retained certain self-insurance risks with respect to
losses for third party liability, property damage and group health
insurance provided to employees.
The Company is subject to costs arising out of environmental laws and
regulations, which include obligations to remove or limit the effects
on the environment of the disposal or release of certain wastes or
substances at various sites. It is the Company's policy to accrue and
charge against earnings environmental cleanup costs when it is probable
that a liability has been incurred and an amount is reasonably
estimable. As assessments and cleanups proceed, these accruals are
reviewed and adjusted, if necessary, as additional information becomes
available.
The Company is currently a party to, or involved in, legal proceedings
directed at the cleanup of two Superfund sites. The Company has accrued
its allocated share of the total estimated cleanup costs for these two
sites. Based upon management's evaluation of the other potentially
responsible parties, the Company does not expect to incur additional
amounts even though the Company has joint and several liability. Other
proceedings involving environmental matters such as alleged discharge
of oil or waste material into water or soil are pending against the
Company.
It is not possible to quantify future environmental costs because many
issues relate to actions by third parties or changes in environmental
regulation. However, based on information presently available,
management believes that the ultimate disposition of currently known
matters will not have a material effect on the financial position or
liquidity of the Company , but could be material to the results of
operations of the Company in any one period. As of September 30, 1995
and December 31, 1994, the aggregate environmental related accruals
were $6.7 million. Environmental liabilities are paid over an extended
period and the timing of such payments cannot be predicted with any
confidence.
<6>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE CONSOLIDATED
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OVERVIEW
On September 1, 1995, St Joe Industries, Inc., a wholly owened subsidiary
of the Company agreed to sell the stock of St. Joe Communications, Inc.
(SJCI) to TPG Communications, Inc. for approximately $115 million subject to
purchase price adjustments. The sale is subject to customary conditions,
including certain regulatory approvals. SJCI has sold its interest in one
cellular partnership and has contracts to sell the remaining three for an
aggregate of approximately $27 million. These sales represent the Company's
entire Communication segment and all are expected to close by the first quarter
of 1996. Operating revenues for the three and nine month periods ended
September 30, 1995 and 1994 for the Communications segment were $8,400,
$24,259, $7,557 and $22,639 respectively. These amounts are not included
in operating revenues in the accompanying statement of income and retained
earnings. Net operating results of the Communications segment for the three
and nine month periods ended September 30, 1995 and 1994 (as restated) were
$2,116, $1,698, $4,784 and $3,998, respectively and are shown separately as
earnings from discontinued operations in the accompanying statement of
income and retained earnings.
On November 2, 1995, the Company announced that it had entered into
an agreement to sell its pulp and paper mill and container plants for
approximately $390 million subject to purchase price adjustments and
contingent, among other things, on the buyer's receipt of financing and
approval of the Company's shareholders. The Alfred I. duPont Testamentary
Trust, which owns approximately 70% of the outstanding shares, has advised the
Company that it intends to vote its shares in favor of the transaction. Other
customary conditions apply, including termination of the Hart-Scott-Rodine
waiting period. The Company will retain its timberlands and will enter into a
fifteen year fiber supply agreement with the buyer with two five-year
extensions. Annual wood fiber tonnage to be supplied from the Company's
lands will not exceed that currently provided and will be at negotiated
market prices adjusted on a quarterly basis. The Company plans in the future
to shift its remaining fiber production from the Company's lands to higher
margin timber products. Net sales for the operations to be sold were $341,956
and $272,304 for the nine months ended September 30, 1995 and 1994,
respectively. Operating profit (loss) for the nine months ended September 30,
1995 and 1994 were $46,765 and ($9,540), respectively.
Upon the completion of these sales, revenues of the Company will be materially
lower than historical levels. Net income, earnings per share and cash flows
may also be materially different than previous periods. Prior period financial
statements will be restated in the fourth quarter of 1995 to reflect the
reclassification of the pulp and paper mill and container plants as
discontinued operations. The information below has been restated to reflect
the reclassification of the Communications segment as discontinued operations
Quarter ended September 30, 1995
Net sales and operating revenues for the quarter were $171.0 million, a $12.3
million increase over the same period in 1994 and a $22.7 million decrease from
the second quarter of 1995. Cost of sales and operating expenses were $142.0
million, up from $138.9 million in 1994 and down from $143.9 million in the
second quarter of 1995. These costs were 83.1% of net sales and operating
revenues in 1995 compared to 87.6% in 1994 and 74.3% in the second quarter
1995. Selling, general and administrative expenses rose from $13.8 million in
the third quarter of 1994 to $14.1 million in 1995, an increase from the $13.7
million recorded in the second quarter 1995. As a result of these changes,
operating profit during the third quarter of 1995 was $14.9 million compared to
$5.9 million in the same quarter of 1994 and $36.1 million in the second
quarter of 1995.
<7>
Nine Months ended September 30, 1995
Net sales and operating revenues for the nine months ended September 30, 1995
were $540.9 million, a $64.0 million increase over the same period in 1994.
Cost of sales and operating expenses were $416.4 million, up from $401.8
million. These costs were 77.0% of net sales and operating revenues in 1995
compared to 84.2% in 1994. Selling, general and administrative expenses rose
to $42.2 million in 1995 from $39.8 million in 1994. Operating profit during
the first nine months of 1995 was $82.3 million compared to $35.3 million 1994.
An analysis of operating results by segment follows:
Forest Products
Quarter ended September 30, 1995
1995 1994 % Increase
(Decrease)
Net Sales 101,897 101,352 0.5
Cost of Sales 92,422 94,564 (2.3)
Selling, General and
Administrative Expenses 7,725 8,945 (13.6)
Operating Profit (Loss) 1,750 (2,157) 181.1
Nine Months ended September 30, 1995
1995 1994 % Increase
(Decrease)
Net Sales 342,236 278,885 22.7
Cost of Sales 273,687 262,404 4.3
Selling, General and
Administrative Expenses 23,395 23,643 (1.0)
Operating Profit (Loss) 45,154 (7,162) 730.4
The containerboard market continued to demonstrate softness in the third
quarter. Average selling price for the Company's linerboard rose from $416 per
ton in the third quarter of 1994 to $567 per ton in 1995, a 36% increase. Net
sales to outside customers by the Company's paper mill decreased 32% in the
third quarter of 1995 compared to the same period last year on a volume
decrease of 46%. Mill production dropped 32% due to market conditions and
maintenance downtime taken in 1995. This decline in mill output was the major
factor in a 21% increase in production cost per ton. The Company's container
revenues were 12% higher in 1995 than the third quarter of 1994 on a volume
decrease of 19%. Timber sales to outside customers decreased 7% on a volume
decline of 11%. The Company harvested 34,000 tons less in 1995 than 1994, a 14%
decline. This reduction and a change in the product mix resulted in a $1.6
million decrease in operating profit from the timber operations.
Transportation
Quarter ended September 30, 1995
1995 1994 % Increase
Net Sales 46,646 43,734 6.7
Cost of Sales 34,911 33,815 3.2
Selling, General and
Administrative Expenses 4,692 3,730 25.8
Operating Profit 7,043 6,189 13.8
Nine Months ended September 30, 1995
1995 1994 % Increase
Net Sales 138,582 131,661 5.3
Cost of Sales 103,335 98,235 5.2
Selling, General and
Administrative Expenses 13,983 12,172 14.9
Operating Profit 21,264 21,254 -
<8>
The composition of revenues and expenses in the Transportation segment
changed significantly in 1995 as reported in the second quarter. Florida East
Coast Industries (FECI) acquired an 80% interest in International Transit, Inc.
(ITI), a common motor carrier with 1994 annual operating revenues in excess of
$21 million and, on April 1, 1995, the Florida East Coast Railway Company (FEC)
commenced haulage agreements with a connecting rail carrier regarding the
connecting carrier's intermodal traffic to and from FEC's south Florida
intermodal terminals and enabling FEC to move intermodal freight to and from a
terminal established by FEC at Macon, Georgia. Operating results for the
transportation segment for the third quarter included ITI's revenues and
expenses which accounted for most of the increases in operating revenues,
operating expenses and selling, general and administrative expenses. Rail
traffic showed a small decline in the third quarter of 1995 compared to the
same period in 1994.
Sugar
Quarter ended September 30, 1995
1995 1994 % Increase
Net Sales 14,434 8,705 65.8
Cost of Sales 10,409 6,945 49.9
Selling, General and
Administrative Expenses 793 754 5.2
Operating Profit 3,232 1,006 221.3
Nine Months ended September 30, 1995
1995 1994 % Increase
(Decrease)
Net Sales 38,322 36,722 4.4
Cost of Sales 26,656 29,319 (9.1)
Selling, General and
Administrative Expenses 2,847 2,589 10.0
Operating Profit 8,819 4,814 83.2
The sugar segment experienced a 58% volume increase in the third quarter of
1995 compared to 1994. The selling price rose 5%. Increased productivity drove
down the cost per ton of sugar by 13.2%. The segment produced 28.3% more sugar
in 1995 than 1994 with an 18.4% increase in the amount of cane ground and an
8.5% increase in the yield. Selling, general and administrative expenses were
up by $39 thousand.
Real Estate
Quarter ended September 30, 1995
1995 1994 % Increase
Net Sales 8,406 5,573 50.8
Cost of Sales 4,752 4,251 11.8
Selling, General and
Administrative Expenses 847 437 93.8
Operating Profit 2,807 885 217.1
Nine Months ended September 30, 1995
1995 1994 % Increase
(Decrease)
Net Sales 22,976 31,271 (26.5)
Cost of Sales 13,890 13,421 3.5
Selling, General and
Administrative Expenses 2,051 1,457 40.8
Operating Profit 7,035 16,393 (57.1)
In 1994, a single realty property sale of $11.3 million was made by Gran
Central, Florida East Coast Industries, Inc. real estate subsidiary, to the
State of Florida which was not repeated in 1995. Rent and other income
increased by $1 million in the third quarter of 1995 compared to the same
period in 1994. Cost of sales increased 11.8% in the third quarter compared
to the same period in 1994. Selling, general and administrative expenses
increased by $0.4 million.
<9>
Other Income decreased $3 million in the third quarter of 1995 compared to
1994. Interest income increased by $0.7 million reflecting increased investment
and higher rates. Gain on sales and other dispositions of property, plant and
equipment decreased $4.4 million primarily due to the sale of timberlands in
West Florida in 1994 which was not repeated in 1995. Other income, net rose by
$0.5 million primarily due to the sale of material from the Company's
linerboard mill.
Income from Continuing Operations increased $3.2 million (55%) during the
third quarter of 1995 from the same period in 1994. Earnings from discontinued
operations (net of income taxes), representing the Company's former
Communications segment were $0.4 million above the third quarter of 1994. Net
income for the quarter was 48% above the same period in 1994. Net Income per
share increased $0.12 to $0.37. Income from continuing operations was $0.30
per share
Financial Position
The Company's financial position remains strong. Current assets rose to $293.1
million, an $5.8 million increase from year end. Current liabilities dropped
by $1 million causing the current ratio to rise from 3.1 to 1 at year end to
3.2 to 1 at the end of the third quarter.
The Company increased its investment in marketable securities by $35.4 million
over year end. Net property, plant and equipment increased by $28.4 million,
largely in FECI. Deferred income taxes grew by $11.8 million, due to the tax
effect of an increase in the unrealized gains on debt and marketable equity
securities and a decrease in alternative minimum tax credits.
Stockholders' equity at September 30, 1995 was $32.80 per share, an increase
of $2.08 from December 31, 1994.
<10>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
No change from Form 10-K for the year ended December 31, 1994
Item 5. Other Information
On November 2, 1995, the Company announced that it had entered into
an agreement to sell its pulp and paper mill and container plants
for approximately $390 million subject to certain purchase price
adjustments.
Four M Corporation operating under the name Box USA will purchase
the sixteen box plants and a joint venture of Box USA and Stone
Container Corporation will purchase the pulp and paper mill. The
Company will retain its timberlands and will enter into a fifteen
year fiber supply agreement with the buyer with two five-year
extensions. Annual wood tonnage to be supplied from the Company's
lands will not exceed that currently provided and will be at
negotiated market prices adjusted on a quarterly basis.
The transaction is subject to the approval of a majority of the
outstanding shares of common stock of the Company. Dillon,
Read & Co., investment banker representing the Company, has issued
its opinion that the transaction is fair, from a financial point of
view, to the shareholders of the Company. The Agreement is expected
to be submitted for shareholder approval in the first quarter of
1996. The Alfred I. duPont Testamentary Trust, which owns
approximately 70% of the outstanding shares, has advised the Company
that it intends to vote its shares in favor of the transaction.
The completion of the transaction is subject to the receipt of
financing by Box USA and the joint venture. Other customary
conditions apply, including termination of the Hart-Scott-Rodino
waiting period.
The Company's wholly owned subsidiary, St. Joe Industries, Inc.
entered into an agreement on September 1, 1995 for the sale of its
telephone wireline buisiness to TPG Communications, Inc., an
affiliate of the Texas Pacific Group, for approximately $115 million
subject to purchase price adjustments. The agreement involves the
transfer of ownership in St. Joe Communications, Inc. and its three
subsidiaries, Gulf Telephone Company, St. Joseph Telephone &
Telegraph Company and the Florala Telephone Company, Inc., currently
operating in Florida, Alabama and Georgia. The sale is subject to
customary conditions, including certain regulatory approvals.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
10(a) Stock Purchase Agreement dated as of September 1, 1995
between St. Joe Industries, Inc. and TPG Communications, Inc.
10(b) Asset Purchase Agreement dated as of November 1, 1995 by
and among St. Joe Forest Products Company, St. Joe Container
Company and St. Joe Paper Company on the one hand and Four M
Corporation and Port St. Joe Paper Company on the other hand
27 Financial Data Schedule
(b) Reports on Form 8-K
None
<11>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
St. Joe Paper Company
(Registrant)
J. M. Jones, Jr.
Vice President and CFO
D. M. Groos
Comptroller
November 14, 1995
Date
<12>
Exhibit Index
10(a) Stock Purchase Agreement dated as of September 1, 1995 between
St. Joe Industries, Inc. and TPG Communications, Inc.
10(b) Asset Purchase Agreement dated as of November 1, 1995 by
and among St. Joe Forest Products Company, St. Joe Container
Company and St. Joe Paper Company on the one hand and Four M
Corporation and Port St. Joe Paper Company on the other hand
27 Financial Data Schedule
<13>