PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 19934 (AMENDMENT NO.)
Filed by the Registrant /x/
Filed by the party other than the Registrant/ /
Check the appropriate box: / /
/ / Preliminary Proxy Statement / / Confidential, for
use of the
Commission Only
(as Permitted
by Rule 14a-6(e)(2)
/x/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) Rule 14-a12
CONSOLIDATED-TOMOKA LAND CO.
(Name of Registrant as specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
/ / No fee required
/ / 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.
(2) Aggregate number of securities to which transactions applies:
(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):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / 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:
1
CONSOLIDATED-TOMOKA LAND CO.
PROXY IS SOLICITED BY THE BOARD OF DIRECTORS MEETING
DIRECTORS FOR ANNUAL MEETING OF SHAREHOLDERS
APRIL 26, 2000
The undersigned hereby appoints Bob D. Allen and Patricia Lagoni,
each or either of them, as Proxies, each with the power to appoint
his or her substitute, and hereby authorizes them to represent, and
to vote, as designated below, all the shares of common stock
of Consolidated-Tomoka Land Co. held of record by the undersigned
on March 1, 2000, at the annual meeting of shareholders to be held
April 20, 2000, or any adjournment or postponement thereof.
Election of three Class III Directors for three-year terms
ending 2003.
{ } FOR all nominees list below { } WITHHOLD AUTHORITY to vote for
(except as marked to the all nominees listed below
contrary below)
To withhold authority to vote for any individual nominee, strike
a line through the nominee's name in the list below.
Class III. Jack H. Chambers, William O. E. Henry, and H. Jay Skelton
In their discretion, the Proxies are authorized to vote upon such
other business as may properly come before the meeting.
CONSOLIDATED-TOMOKA LAND CO.
PROXY
This proxy when properly executed will be voted in the manner
directed herein by the undersigned shareholder. If no direction
is made, this proxy will be voted for each proposal.
Please sign exactly as name appears. When shares are held by
joint tenants, both should sign. When signing as attorney,
executor, administrator, trustee or guardian, please give full
title as such. If signing for a corporation, or partnership,
authorized person should sign full corporation or partnership
name and indicate capacity in which they sign.
Dated____________________________________________
Signature________________________________________
Signature________________________________________
(if held jointly)
PLEASE MARK, SIGN, DATE, AND RETURN THE PROXY CARD PROMPTLY USING
THE ENCLOSED ENVELOPE.
2
CONSOLIDATED-TOMOKA LAND CO.
Post Office Box 10809
Daytona Beach, Florida 32120-0809
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
April 26, 2000
To the Shareholders:
The annual meeting of shareholders of Consolidated-Tomoka Land Co.,
a Florida corporation (the "Company"), will be held at the Daytona
Beach Hilton Resort, 2637 South Atlantic Avenue, Daytona Beach,
Florida, on Wednesday, April 26, 2000, at ten o'clock in the morning
for the following purposes:
1. To elect three directors to serve for a three-year
term expiring at the annual meeting of shareholders to be held
in 2003 or until their successors are elected and qualified.
2. To transact such other business as may properly come before
the meeting or any adjournment thereof.
Shareholders of record at the close of business on March 1 2000,
are entitled to notice of, and to participate in and vote at
the meeting.
Daytona Beach Hilton Resort has reserved a limited number of
rooms for shareholders attending our meeting. Shareholders who
plan to attend are urged to reserve rooms promptly upon receipt
of the meeting notice by calling 1-904-767-7350.
A complete list of shareholders as of the record date will be
available for shareholders' inspection at the Corporate Offices
at 149 South Ridgewood Avenue, Daytona Beach, Florida, for at
least ten days prior to the meeting.
By Order of the Board of Directors
Patricia Lagoni
Secretary
Daytona Beach, Florida
March 15, 2000
3
All shareholders are requested to date and sign the enclosed
proxy and return it promptly in the accompanying envelope. This
proxy is revocable by you at any time before it is exercised by
notifying the corporate secretary of the Company in writing
or by submitting a properly executed, later-dated proxy. Signing
a proxy will not affect your right either to attend the meeting
and vote your shares in person or to give a later proxy.
A COPY OF THE COMPANY'S MOST RECENT FORM 10-K ANNUAL
REPORT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
WILL BE FURNISHED, WITHOUT CHARGE, TO ANY SHAREHOLDER
UPON WRITTEN REQUEST DIRECTED TO THE COMPANY'S SECRETARY,
P. O. BOX 10809, DAYTONA BEACH, FLORIDA 32120-0809.
4
CONSOLIDATED-TOMOKA LAND CO.
PROXY STATEMENT
INTRODUCTION
This proxy statement and the enclosed form of proxy are
being sent to the shareholders of Consolidated-Tomoka Land Co., a
Florida corporation (the "Company"), on or about March 15, 2000,
in connection with the solicitation by the Board of Directors
of the Company of proxies to be used at the annual meeting
of shareholders to be held on Wednesday, April 26, 2000 (and
at any adjournment or adjournments thereof), for the purposes set
forth in the accompanying notice of annual meeting. Shareholders
who execute proxies retain the right to revoke them at
any time before they are exercised by sending written notice
to the secretary of the Company, by submitting a properly
executed, later-dated proxy, or by attending the annual meeting
and electing to vote in person.
The cost of preparing, assembling, and mailing material in
connection with this solicitation will be borne by the Company.
At the close of business on March 1, 2000, there were 6,193,199
shares of common stock, $1 par value, of the Company outstanding.
Each holder of common stock of record on that date is entitled
to one vote for each share held by such shareholder on
every matter submitted to the meeting. The Company's Articles
of Incorporation and Bylaws do not provide for cumulative voting
for the election of directors, which is permitted but not required
by Florida law.
On September 24, 1999, under a plan for distribution of its assets,
Baker Fentress & Company, a publicly owned, closed-end investment
company and the Company's majority stockholder, distributed its
5,000,000 shares (78.5% of the outstanding shares) of common
stock of the Company to its shareholders of record on August 30, 1999.
This distribution increased the Company's number of shareholders
of record from approximately 1,000 to approximately 15,000.
See "Interests in Stock" below for information as to the
beneficial ownership of common stock of the Company as of
December 31, 1999 by each director of the Company and by all
directors and officers as a group.
5
ELECTION OF DIRECTORS
The Company's Articles of Incorporation divide the
Board of Directors into three classes, as nearly equal as possible.
At the 2000 annual meeting of shareholders, three Class III directors
are to be elected, each to hold office until the annual meeting
of shareholders to be held in 2003, or until their successors are
elected and qualified.
The Company has no nominating committee other than the Board of
Directors for the selection of candidates to serve as directors.
It is the intention of the persons named in the accompanying
form of proxy to vote such proxy for the election as
directors, the persons named below who have been designated by
the Board of Directors as nominees for Class III unless authority
to do so is withheld.
All nominees for election as directors are now directors,
each having been elected by the shareholders at the May 1997
annual meeting, except H. Jay Skelton who is being nominated
to fill the vacancy to be created by John H. Pace, Jr., who has
announced that he will not stand for reelection to
the Board of Directors in April 2000. Each nominee has indicated
his willingness to serve if elected. If any nominee should be
unable to serve, which is not now anticipated, the proxy will be
voted for such other persons as shall be determined by the persons
named in the proxy in accordance with their judgment.
The election of Messrs. Chamber, Henry, and Skelton will
require the affirmative vote of the holders of a plurality of
the shares present or represented at the meeting. The Board
of Directors of the Company recommends a vote "for" the election of
Messrs. Chambers, Henry, and Skelton as directors in Class III.
Proxies solicited by the Board will be so voted unless
shareholders specify in their proxies a contrary choice.
Abstentions will be treated as shares represented at the meeting
and therefore will be the equivalent of a negative vote, and
broker non-votes will not be considered as shares represented
at the meeting.
Additional information concerning the nominees and the
directors appears below.
6
Name,
Age at January 31, 2000, Class and Other
and Principal Occupation Director Expiration Business
since January 1, 1995 Since Of Term Affiliations
John C. Adams, Jr.-age 63(2) 1977 I None
Executive vice president of 2001
Brown and Brown, Inc. (an
insurance agency) since January
1999; Chairman of the board of
Hilb, Rogal and Hamilton
Company of Daytona Beach, Inc.
(an insurance agency) to
December 1998; executive vice
president operations from
January 1994 to December 1998.
Executive vice president of
Hilb, Rogal and Hamiilton
Company, Richmond, Virginia,
from 1993 to December 1998
Bob D. Allen-age 65(1) 1990 I Director,
Chairman of the board since April 1998 2001 First Union
and chief executive officer of the of Florida,
Company since March 1990; president Baker, Fentress
from March 1990 to January 2000 and Company
Jack H. Chambers-age 69(3) 1986 III None
Retired; Of Counsel to Law Firm of 2000
Foley & Lardner from
September 1994 to December 1997
William O. E. Henry-age 72(3) 1977 III None
Practicing attorney and 2000
partner in law firm of
Holland & Knight LLP,
7
CAPTION>
Name,
Age at January 31, 2000, Class and Other
and Principal Occupation Director Expiration Business
since January 1, 1995 Since Of Term Affiliations
Robert F. Lloyd-age 62(2) 1991 II None
Chairman of the board and 2002
chief executive officer of
Lloyd Buick-Cadillac Inc.
William H. McMunn-age 53 1999 II None
President and chief operating 2002
officer of the Company since
January 2000; president, Indigo
Development Inc., a subsidiary of
the Company, since December 1990
John H. Pace, Jr.-age 82(3) 1968 III None
Chairman of Cardinal 2000
Investment Company
investor in securities
and real estate)
David D. Peterson-age 68(1) 1984 I Director,
Chairman of the executive 2001 Baker,
committee of the Company; Fentress &
retired president and chief Company
executive officer of Baker,
Fentress & Company (a publicly
owned, closed-end investment
company since June 1996
H. Jay Skelton-age 62(4) -- -- None
President and chief executive
officer of DDI, Inc. (a diversified
family holding company)
Bruce W. Teeters-age 54 1990 II None
Senior vice president- 2002
finance and treasurer
of the Company
(1) Member of the executive committee of the Company, which
had no meetings in 1999. The executive committee has the
authority during intervals between meetings of the
Board of Directors to exercise power on matters designated
by the Board.
8
(2) Member of the compensation and stock option committee, which
had two meetings in 1999.
(3) Member of the audit committee, which had one meeting in 1999.
The committee meets with representatives of the Company's
independent public accountants to determine the scope of each
audit and review the results.
(4) Nominee for election as director in Class III, replacing
John H. Pace, Jr.
During 1999, the Board of Directors held one regular and
four special meetings. Each outside director received a
fee of $1,000 for each board meeting he attended in
1999. Each outside director received, in addition to meeting
fees, an annual retainer of $14,000, payable quarterly.
Mr. Peterson received as Chairman of the Executive Committee
an additional annual fee of $8,000, payable quarterly.
Members of the executive, audit, and compensation and stock
option committees also received $1,000 for each meeting of
those committees attended in 1999.
Effective January 1, 2000, annual retainer fees for all
outside directors were increased to $15,000, and the annual
fee for Chairman of the Executive Committee was increased to
$9,000, both payable quarterly.
All members of the Board, except John H. Pace, Jr., attended
100% of the meetings of the Board and all committees on which they
served. Mr. Pace attended four of the six meetings of the Board and
Committees on which he served.
INTERESTS IN STOCK
The following table contains information at December 31, 1999
on the number of shares of common stock of the Company,of which
each director and each officer named in the Summary Compensation
Table set forth elsewhere in this Proxy Statement had outright
ownership, or, alone or with others, any power to vote or dispose
of the shares, or to direct the voting or disposition of the shares
by others, and the percentage of the aggregate of such shares to
all of the outstanding shares of the Company. The
table also sets forth information with respect to all persons known
by the Company to own beneficially more than 5% of the Company's
common stock as of December 31, 1999:
9
Power Over Voting
Shares of and Disposition Aggregate
Consolidated-Tomoka Land Co. Sole Shared Shares Percent
Shufro, Rose &
Co., LLC (1) 448,180 448,180 7.02%
745 Fifth Avenue
New York, NY 10151-2600
John C. Adams, Jr. 16,800 (2) -- 16,800 (2) 0.2%
Bob D. Allen 154,181 (3) -- 154,181 (3) 2.4%
Jack H. Chambers 194 1,958 2,152 --
William O. E. Henry 500 -- 500 --
Robert F. Lloyd 500 -- 500
William H. McMunn 57,231 (3) -- 57,231 (3) 0.8%
John H. Pace, Jr. 50,464 -- 50,464 0.8%
David D. Peterson 4,887 -- 4,887 --
H. Jay Skelton(4) -- -- -- --
Bruce W. Teeters 48,059 (3) 57 48,116 (3) 0.8%
Directors and Officers
as a group (13 persons) 347,367 10,205 357,572 (3) 3.6%
(1) Registered Broker/Dealer and Investment Advisors with
offices at the above address. Information derived from
Schedule 13G, dated February 15, 2000, filed with
Securities and Exchange Commission.
(2) Does not include 4,400 shares held in trust for his wife
who has sole voting and disposition power over these
shares.
(3) Includes shares subject to options that are currently
exercisable or exercisable within 60 days of
March 1, 2000: Bob D. Allen, 80,000 shares;
William H. McMunn, 40,000; Bruce W. Teeters, 40,000 shares;
and executive officers as a group, 160,000 shares.
(4) Director Nominee
EXECUTIVE COMPENSATION
The sections which follow provide extensive information
pertaining to the compensation of the executive officers of the
Company. This information is introduced in the Compensation
Committee Report on Executive Compensation set forth below
which describes the policies and components of the Company's
Compensation Program.
To provide a context for considering the detailed compensation
data, as well as the policies of the Compensation Committee, there
is set forth immediately below information as to the
cumulative shareholder return on the Company's Common Stock.
The graph compares the yearly percentage change in this return
with that of the American Stock Exchange Composite Index and
the Real Estate Industry Index.
10
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL SHAREHOLDER
RETURN AMONG CONSOLIDATED-TOMOKA LAND CO., AMERICAN
STOCK EXCHANGE INDEX, AND REAL ESTATE INDUSTRY INDEX
MEASUREMENT PERIOD AMEX REAL ESTATE
(FISCAL YEAR COVERED) CTO INDEX INDUSTRY
--------------------- ------------ ------------ ---------------
Measurement Pt. - 12/31/94 100 100 100
FYE 12/31/95 145.28 128.90 114.86
FYE 12/31/96 147.70 136.01 133.56
FYE 12/31/97 165.92 163.66 184.04
FYE 12/31/98 134.60 161.44 135.45
FYE 12/31/99 124.38 201.27 132.50
COMPENSATION AND STOCK OPTION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
The Compensation and Stock Option Committee of the
Board of Directors consists solely of independent, outside directors
and met twice time during 1999. The committee reviews and
approves salary adjustments for officers and key
personnel with salaries in excess of $50,000, administers the
Company's Stock Option Plan, and makes recommendations to the Board
with respect to the Company's Compensation Program for the
executive officers named in the following Summary Compensation
Table. The three individuals named in the Summary Compensation
Table are the only persons earning more than $100,000 in
annual compensation who fall within the Securities and
Exchange Commission definition of executive officers.
The annual compensation program includes base pay plus an
incentive program to reward key management employees who
are in a position to make substantial contributions to the success
or the growth of the Company and its subsidiaries.
The Company seeks to provide through this program
compensation opportunities that are competitive and
directly related to Company performance. All participants in
the incentive plan were approved by the compensation committee.
There were ten participants in the plan during 1999.
11
The executive officers are evaluated on performance, corporate
and individual, based on a management-by-objectives system.
Corporate performance is based on the Company's growth in earnings
per share and progress on projects and activities which
will have a major effect on future earnings. Individual
performance includes implementation of goals and objectives,
strategic planning, civic involvement, and public affairs.
Base pay is designed to provide competitive rewards for the
normal duties associated with the individual's job description.
The incentive pay component is designed to stimulate actions
that contribute to improved operating and financial results.
The incentive awards are based on the achievement of
predetermined corporate and individual performance goals.
The Summary Compensation Table shows the incentive awards
(Bonus in the Table) to the named executive officers for the past
three years. For 1999, the goals for all executive officers
included an overall operating and financial performance
target measured by net income plus additional quantitative
indicators. In addition to the 1999 quantified objectives, the
Committee evaluated performance against predetermined
qualitative objectives in determining the amount of incentive
awards.
The Summary Compensation Table shows the Options/SAR
(Stock Appreciation Right) Grants to the named executive officers
for the past three years. The exercise price of the options granted
was equal to the market value of the underlying common stock on
the date of the grant. Therefore, the value of these grants
to the officers is dependent solely upon the future growth in
share value of the Company's Common Stock. The stock appreciation
right entitles the optionee to receive a supplemental
payment which at the election of the Committee may be paid in
whole or in part in cash or in shares of common stock equal to
all or a portion of the spread between the exercise price and
the fair market value of the underlying shares at the time of
exercise.
The Company's CEO, Mr. Allen, received a 4% increase in base
pay determined by salary surveys which indicated such an increase
was appropriate to maintain a competitive salary structure.
Mr. Allen received a bonus of $90,000 for 1999, based upon the
favorable operating results of the Company.
12
The Committee believes that the components of salary,
Stock Options/SARs,and incentive awards are fair, competitive, and
in the best interest of the Company. Specific salary and incentives
are disclosed in the Summary Compensation Table and the
Options/SAR Grants in Last Fiscal Year Table.
By the Compensation Committee: John C. Adams, Jr., Chairman and
Robert F. Lloyd
SUMMARY COMPENSATION TABLE(a)
LONG TERM
COMPENSATION
AWARDS
Name and Principal FISCAL OTHER ANNUAL OPTIONS/
Position(b) YEAR SALARY BONUS COMPENSATION(c) SARS
Bob D. Allen 1999 $288,372 $90,000 $ 134,609 -0-
President and 1998 277,280 -0- 5,254 20,000
Chief Executive Officer 1997 266,616 50,000 1,932,105 20,000
William H. McMunn 1999 $160,248 $50,000 $ 5,199 -0-
President, Indigo 1998 154,092 -0- 4,955 8,000
Development Inc. 1997 148,164 25,000 685,733 8,000
Bruce W. Teeters 1999 $180,648 $25,000 $ 3,244 -0-
Senior Vice President- 1998 173,700 -0- 3,269 8,000
Finance & Treasurer 1997 167,016 18,000 626,113 8,000
(a) 12/31 Fiscal Year
(b) Refers to position applicable to date compensation received
on January 19, 2000. On January 19, 2000, Mr. McMunn was
elected President and Chief Operating Officer of the Company.
Mr. Allen continues as Chairman of the Board and Chief
Executive Officer.
(c) Other compensation includes personal use of company
automobile, premium for term life insurance exceeding $50,000,
and 1997 and 1999 exercises of Stock Options,
and Stock Appreciation Rights.
13
OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
% of TOTAL POTENTIAL REALIZABLE
OPTIONS/SARS VALUE AT ASSUMED
GRANTED TO ANNUAL RATES OF STOCK
OPTIONS/ EMPLOYEES IN DATE PER SHARE EXPIR- PRICE APPRECIATION
NAME SARS FISCAL OF EXERCISE ATION FOR OPTION TERM
GRANTED YEAR GRANT PRICE DATE
5% 10%
Bob D. Allen -0- -- -- -- -- -- --
William H. McMunn -0- -- -- -- -- -- --
Bruce W. Teeters -0- -- -- -- -- -- --
(a) 20% of options become exercisable one year from the grant
date. Options vest 20% per year over the first five years,
and the options expire ten years from the grant date.
DEFERRED COMPENSATION PLANS
Under the Company's Unfunded Deferred Compensation Plan,
effective July 1,1981, fees earned by directors for service on
the Board and its committees may be deferred until the director
attains seventy years of age or ceases to be a member of the
Board, whichever occurs first. Under a similar plan effective
October 25,1982, officers and key employees of the Company may
elect to defer all or a portion of their earnings until such time
as the participant ceases to be an officer or key employee. All
sums credited to a participating director, officer, or employee
under either of these plans may be distributed in a lump sum
or in installments over not more than ten calendar years
following the end of the deferral period. The participant
will be entitled to elect the size of the installments and
the period over which they will be distributed. The
deferred compensation accrues interest annually at the average
rate of return earned by the Company on its short-term
investments. Compensation deferred pursuant to these plans
during 1999 by officers named in the compensation table above is
included in the table.
14
PENSION PLAN
The amount of the Company's contributions or accrual on
behalf of any particular participant in the pension plan cannot
readily be determined. The following table shows the estimated
annual benefit payable under the pension plan (utilizing
present levels of Social Security benefits) upon retirement
to persons in a range-of-salary and years-of-service classification:
PENSION PLAN TABLE
Final
Average Years of Service
Earnings as 10 20 30 35
of 1/1/99 NRA 65 NRA 65 NRA 65 NRA 65
$ $ $ $ $
50,000 7,016 14,033 21,049 24,557
75,000 11,516 23,033 35,549 40,307
100,000 16,016 32,033 48,049 56,057
125,000 20,516 41,033 61,549 71,807
150,000 25,016 50,033 75,049 87,557
160,000 and
Greater* 26,816 53,633 80,449 93,857
NRA = normal retirement age
Calendar year of 65th birthday = 1999
1996 Social Security covered compensation level is $33,060
Pension Benefit is Subject to IRC Section 415 Benefit
Limitation of $130,000.
*Pensionable Earnings are Subject to IRC Section
401(a)17 Salary Limitation of $160,000
As of December 31, 1999 the executive officers named
in the compensation able are expected to be credited with
years of service under the amended plan as follows: Mr. Allen,
9 years, Mr. McMunn, 9 years, and Teeters, 20 years.
SECTION 16 REPORTING
During 1999, Jack H. Chambers, and John H. Pace, Jr., who
were subject to Section 16 of the Securities Exchange Act of 1934
(the "Exchange Act") with respect to filing reports of ownership
and change in ownership concerning a registered class of
equity securities of the Company, did not file timely reports
required by Section 16(a) of the Exchange Act. These late filings
related to the Baker Fentress distribution of its shares of the
Company's Common Stock when both directors were out of State.
15
SHAREHOLDER PROPOSALS
Regulations of the Securities and Exchange Commission require
that proxy statements disclose the date by which shareholder
proposals must be received by the corporate secretary of the Company
in order to be included in the Company's proxy materials for the
next annual meeting. In accordance with these regulations,
shareholders are hereby notified that if they wish a proposal
to be included in the Company's proxy statement and form of
proxy relating to the 2001 annual meeting, a written copy
of their proposal must be received at the principal executive
offices of the Company no later than December 1, 2000. To ensure
prompt receipt by the Company, proposals should be sent certified
mail, return receipt requested. Proposals must comply with the
proxy rules relating to shareholder proposals in order to be included
in the Company's proxy materials.
ANNUAL REPORT
The Company's Annual Report to shareholders for the
fiscal year ended December 31, 1999 accompanies this proxy
statement. Additional copies may be obtained by writing to the
Company at Post Office Box 10809, Daytona Beach, Florida 32120-0809.
OTHER MATTERS
The Board of Directors of the Company does not intend to bring
any other matters before the meeting, and it does not know
of any proposals to be presented to the meeting by others. If
any other matters properly come before the meeting, however, the
persons named in the accompanying proxy will vote thereon in
accordance with their best judgment.
Dated: March 15, 2000
16