Schedule 14A


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Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

 

 

Filed by the Registrant  x                             Filed by a Party other than the Registrant  ¨

Check the appropriate box:

 

 

 

 

x

  

Preliminary Proxy Statement

 

 

¨

  

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

 

¨

  

Definitive Proxy Statement

 

 

¨

  

Definitive Additional Materials

 

 

¨

  

Soliciting Material Pursuant to Section 240.14a-12

The St. Joe Company

(Name of Registrant as Specified in Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

 

 

 

 

 

 

 

¨

 

No fee required.

 

 

x

 

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

 

 

 

 

1)

 

Title of each class of securities to which transaction applies: Not applicable

 

     

 

 

2)

 

Aggregate number of securities to which transaction applies: Not applicable

 

     

 

 

3)

 

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): Not applicable

 

     

 

 

4)

 

Proposed maximum aggregate value of transaction: $565,000,000

 

     

 

 

5)

 

Total fee paid: $72,772

 

     

 

 

¨

 

Fee paid previously with preliminary materials.

 

 

¨

 

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

 

 

 

 

1)

 

Amount Previously Paid:

 

     

 

 

2)

 

Form, Schedule or Registration Statement No.:

 

     

 

 

3)

 

Filing Party:

 

     

 

 

4)

 

Date Filed:

 

     

 

 

 
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133 South WaterSound Parkway

WaterSound, Florida 32413

[Date]

Dear Shareholder:

A special meeting of the shareholders of The St. Joe Company (the “Special Meeting”) will be held on [                            ], at [            ], Eastern Standard Time, at the Offices of Greenberg Traurig, P.A., 333 S.E. 2nd Ave., Suite 4400, Miami, Florida 33131. At the Special Meeting, you will be asked to:

 

 

1.

Approve our sale of approximately 382,834 acres of land located in Northwest Florida (the “Subject Lands”), along with certain other assets and inventory and rights under certain continuing leases and contracts (the “Transaction”), pursuant to the Purchase and Sale Agreement by and between St. Joe and AgReserves Inc. (the “Purchaser” or “AgReserves”), dated November 6, 2013 (the “Sale Agreement”) as more fully described in the enclosed proxy statement (the “Transaction Proposal”);

 

 

2.

Approve one or more adjournments of the Special Meeting to solicit additional votes and proxies if there are insufficient votes at the time of the Special Meeting to approve the Transaction Proposal (the “Adjournment Proposal”); and

 

 

3.

Transact such other business as may properly come before the Special Meeting and any postponements or adjournments thereof.

Only shareholders who owned shares of our common stock at the close of business on [            ], the record date for the Special Meeting, will be entitled to vote at the Special Meeting and any postponements or adjournments thereof.

After careful consideration of all factors which the Board has deemed relevant, the Board deems the Sale Agreement and the transactions contemplated thereby, including, without limitation, the Transaction, to be advisable, fair to and in the best interests of the Company and its shareholders. Our Board of Directors unanimously recommends that you vote “FOR” the Transaction Proposal and “FOR” the Adjournment Proposal.

The enclosed Notice of Special Meeting and proxy statement explain the Transaction and provide specific information concerning the Special Meeting. Please read these materials (including the annexes) carefully.

Your vote is very important, regardless of the number of shares you own. The Transaction Proposal must be approved by a majority of all the votes entitled to be cast on the Transaction. Therefore, if you do not return your proxy card or attend the Special Meeting and vote in person, it will have the same effect as if you voted “ AGAINST ” the Transaction Proposal. Broker non-votes, if any, will have the same effect as a vote “ AGAINST ” the Transaction Proposal, but will have no impact on the Adjournment Proposal. To vote your shares, you may return your proxy card, vote by internet or telephone or attend the Special Meeting and vote in person. Even if you plan to attend the Special Meeting, we urge you to promptly submit a proxy for your shares by completing, signing, dating and returning the enclosed proxy card.

On behalf of your Board of Directors, thank you for your continued support.

Sincerely,

 



Bruce R. Berkowitz

Chairman of the Board
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133 South WaterSound Parkway

WaterSound, Florida 32413

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD [            ]

 

 

 

 

Time and Date

  

[                            ], at [            ], Eastern Standard Time

 

 

Place

  

Offices of Greenberg Traurig

Greenberg Traurig, P.A.

333 S.E. 2nd Avenue

Suite 4400

Miami, FL 33131

 

Items of Business

1.

Approve our sale of approximately 382,834 acres of land located in Northwest Florida (the “Subject Lands”), along with certain other assets and inventory and rights under certain continuing leases and contracts (the “Transaction”), pursuant to the Purchase and Sale Agreement by and between St. Joe and AgReserves Inc. (the “Purchaser” or “AgReserves”), dated November 6, 2013 (the “Sale Agreement”) as more fully described in the enclosed proxy statement (the “Transaction Proposal”);

 

 

2.

Approve one or more adjournments of the Special Meeting to solicit additional votes and proxies if there are insufficient votes at the time of the Special Meeting to approve the Transaction Proposal (the “Adjournment Proposal”); and

 

 

3.

Transact such other business as may properly come before the Special Meeting and any postponements or adjournments thereof.

Our Board of Directors unanimously recommends that you vote “FOR” the Transaction Proposal and “FOR” the Adjournment Proposal.

 

How to Vote

If you are a registered shareholder as of the close of business on [                    ], the record date for the Special Meeting, you may vote online at [                    ], by telephone or by mailing a proxy card. You may also vote in person at the Special Meeting.

 

 

If you hold shares through a bank, broker or other institution, you may vote your shares by any method specified on the voting instruction form that the bank, broker or other institution provides. We encourage you to vote your shares as soon as possible.

 

 

By Order of the Board of Directors,

 

 

Bruce R. Berkowitz

Chairman of the Board
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