--------------------------------------------------------------------------------
SEC 1745 Potential persons who are to respond to the collection of information
(02-02) contained in this form are not required to respond unless the form
displays a currently valid OMB control number.
--------------------------------------------------------------------------------
OMB APPROVAL
OMB Number: 3235-0145
Expires: December 31, 2005
Estimated average burden
hours per response..11.0
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __1________)*
ST. JOE CO.
--------------------------------------------------------------------------------
(Name of Issuer)
COMMON
--------------------------------------------------------------------------------
(Title of Class of Securities)
790148100
--------------------------------------------------------------------------------
(CUSIP Number)
12-31-04
--------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
----------------------
*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 the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
Page 1 of 6
CUSIP No. 790148100
--------------------------------------------------------------------------------
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
(a) U.S. Trust Corporation* 13-2927955
(b) United States Trust Company of New York 13-5459866
(c) U.S. Trust Company, N.A. 95-4311476
*U.S. Trust Corporation ("UST"), a Bank Holding Company, is a
wholly-owned direct subsidiary of The Charles Schwab Corporation
("Schwab"), which is a publicly-traded company. Charles Schwab
Investment Management, Inc. ("CSIM"), which is a wholly-owned direct
subsidiary of Schwab, files separate Forms 13G. Neither UST nor CSIM
shares any power with respect to the voting or disposition of
securities reflected on the other's Forms 13G. United States Trust
Company of New York, which is a New York State-Chartered Bank, is a
wholly-owned direct subsidiary of UST. U.S. Trust Company, N.A., which
is a National Bank with headquarters in Connecticut, is a wholly-owned
direct subsidiary of UST.
--------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3. SEC Use Only
--------------------------------------------------------------------------------
4. Citizenship or Place of Organization
(a) U.S. Trust Corporation
(Incorporated in New York)
(b) United States Trust Company of New York
(Incorporated in New York)
(c) U.S. Trust Company, N.A.
(National Bank with headquarters in Connecticut)
--------------------------------------------------------------------------------
5. Sole Voting Power
2,044,446
---------------------------------------------------------------
6. Shared Voting Power
Number
of Shares 196,595
Beneficially
Owned by ---------------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting
Person 3,106,320
---------------------------------------------------------------
8. Shared Dispositive Power
806,456
--------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
3,912,776
--------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
[ ]
--------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
5.15%
--------------------------------------------------------------------------------
12. Type of Reporting Person (See Instructions)
U.S. Trust Corporation (HC)
United States Trust Company of New York (BK)
U.S. Trust Company, N.A. (BK)
--------------------------------------------------------------------------------
Page 2 of 6
Item 1.
(a) Name of Issuer
ST. JOE CORPORATION
(b) Address of Issuer's Principal Executive Offices
245 Riverside Avenue, Suite 500
Jacksonville, FL 32202
Item 2.
(a) Name of Person Filing
(a) U.S. Trust Corporation* 13-2927955
(b) United States Trust Company of New York 13-5459866
(c) U.S. Trust Company, N.A. 95-4311476
*U.S. Trust Corporation ("UST"), a Bank Holding Company, is a
wholly-owned direct subsidiary of The Charles Schwab Corporation
("Schwab"), which is a publicly-traded company. Charles Schwab
Investment Managemwnt, Inc. ("CSIM"), which is a wholly-owned direct
subsidiary of Schwab, files separate Forms 13G. Neither UST nor CSIM
shares any power with respect to the voting or disposition of
securities reflected on the other's Forms 13G. United States Trust
Company of New York, which is a New York State-Chartered Bank, is a
wholly-owned direct subsidiary of UST. U.S. Trust Company, N.A., which
is a National Bank with headquarters in Connecticut, is a wholly-owned
direct subsidiary of UST.
(b) Address of Principal Business Office or, if none, Residence
114 West 47th Street
New York, NY 10036-1532
Page 3 of 6
(c) Citizenship
(a) U.S. Trust Corporation (Incorporated in New York)
(b) United States Trust Company of New York (Incorporated in
New York)
(c) U.S. Trust Comapany, N.A. (National Bank with
headquarters in Connecticut)
(d) Title of Class of Securities
Common
(e) CUSIP Number
790148100
Item 3. If this statement is filed pursuant to Section 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under section 15 of the Act (15
U.S.C. 78o).
(b) [X] Bank as defined in section 3(a)(6) of the Act (15 U.S.C.
78c).
(c) [ ] Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d) [ ] Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C 80a-8).
(e) [ ] An investment adviser in accordance with Section
240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance
with Section 240.13d-1(b)(1)(ii)(F);
(g) [X] A parent holding company or control person in accordance
with Section 240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings associations as defined in section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(J).
Item 4. Ownership.
Provide the following information regarding the aggregate number and percentage
of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned: 3,912,776.
(b) Percent of class: 5.15%.
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote
2,044,446.
(ii) Shared power to vote or to direct the vote
196,595.
(iii) Sole power to dispose or to direct the disposition of
3,106,320.
(iv) Shared power to dispose or to direct the disposition of
806,456.
Instruction. For computations regarding securities which represent a right to
acquire an underlying security see Sec. 240.13d3(d)(1).
Page 4 of 6
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following [ ].
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company or Control
Person
Item 8. Identification and Classification of Members of the Group
(a) U.S. Trust Corporation* 13-2927955
(b) United States Trust Company of New York 13-5459866
(c) U.S. Trust Company, N.A. 95-4311476
*U.S. Trust Corporation ("UST"), a Bank Holding Company, is a
wholly-owned direct subsidiary of The Charles Schwab Corporation
("Schwab"), which is a publicly-traded company. Charles Schwab
Investment Managemwnt, Inc. ("CSIM"), which is a wholly-owned direct
subsidiary of Schwab, files separate Forms 13G. Neither UST nor CSIM
shares any power with respect to the voting or disposition of
securities reflected on the other's Forms 13G. United States Trust
Company of New York, which is a New York State-Chartered Bank, is a
wholly-owned direct subsidiary of UST. U.S. Trust Company, N.A., which
is a National Bank with headquarters in Connecticut, is a wholly-owned
direct subsidiary of UST.
Item 9. Notice of Dissolution of Group
Item 10. Certification
(a) The following certification shall be included if the statement is
filed pursuant to Section 240.13d-1(b):
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired and
are held in the ordinary course of business and were not
acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in
connection with or as a participant in any transaction having
that purpose or effect.
Page 5 of 6
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.
February 14, 2005
-----------------------------------
Date
/s/ MICHAEL J. MURPHY
-----------------------------------
Signature
Authorized Agent/Senior Vice President
-------------------------------------------------
Name/Title
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative other than an executive
officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement; provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7 for other
parties for whom copies are to be sent.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
Page 6 of 6