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SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
----------------
SCHEDULE
13D
(Rule
13d-101)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE
13d-2(a)
(Amendment
No. 19)
Consolidated-Tomoka
Land Co.
----------------------------------------------------------------------------------------------
(Name
of Issuer)
Common
Stock, par value $1.00 per share
----------------------------------------------------------------------------------------------
(Title
of Class of Securities)
210226106
----------------------------------------------------------------------------------------------
(CUSIP
Number)
David
J. Winters
Wintergreen
Advisers, LLC
333
Route 46 West, Suite 204
Mountain
Lakes, New Jersey 07046
(973)
263-2600
----------------------------------------------------------------------------------------------
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
December
31, 2008
----------------------------------------------------------------------------------------------
(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 that
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.
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|
(1)
|
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 disclosures provided
in a
prior cover page.
|
The information required
on 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 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).
CUSIP
No. 210226106
---------
1. NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Wintergreen
Advisers, LLC
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
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEMS 2(d) OR
2(e) [_]
6. CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware,
USA
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE
VOTING POWER
1,481,474
8. SHARED
VOTING POWER
0
9. SOLE
DISPOSITIVE POWER
1,481,474
10. SHARED
DISPOSITIVE POWER
0
11. AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,481,474
12. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.9%
14. TYPE
OF REPORTING PERSON*
IA
CUSIP
No. 210226106
---------
1. NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Wintergreen
Fund, Inc.
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
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEMS 2(d) OR
2(e) [_]
6. CITIZENSHIP
OR PLACE OF ORGANIZATION
Maryland,
USA
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE
VOTING POWER
0
8. SHARED
VOTING POWER
564,961
9. SOLE
DISPOSITIVE POWER
0
10. SHARED
DISPOSITIVE POWER
564,961
11. AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
564,961
12. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9%
14. TYPE
OF REPORTING PERSON*
IC
CUSIP
No. 210226106
---------
1. NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Wintergreen
Partners Fund, LP
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
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEMS 2(d) OR
2(e) [_]
6. CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware,
USA
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE
VOTING POWER
0
8. SHARED
VOTING POWER
548,788
9. SOLE
DISPOSITIVE POWER
0
10. SHARED
DISPOSITIVE POWER
548,788
11. AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
548,788
12. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.6%
14. TYPE
OF REPORTING PERSON*
PN
CUSIP
No. 210226106
---------
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Item
1. Security and Issuer.
Consolidated-Tomoka
Land Co. (the "Issuer"), Common Stock, par value $1.00
per
share (the "Shares").
The
address of the Issuer is 1530 Cornerstone Boulevard, Suite 100
Daytona
Beach, Florida 32117.
--------------------------------------------------------------------------------
Item
2. Identity and Background.
(a-c, f)
This statement is being filed by
(i) Wintergreen Fund, Inc, an
investment company registered under
the Investment Company Act of
1940, as
amended
("Wintergreen Fund"), (ii) Wintergreen Partners Fund, LP,
a US Private
Investment
Fund ("Wintergreen Partners") and (iii) Wintergreen Advisers, LLC,
a
Delaware
limited liability company ("Wintergreen") which acts as sole
investment
manager of the Wintergreen
Fund, Wintergreen Partners and other
investment
vehicles. (Each of
Wintergreen Fund, Wintergreen Partners and
Wintergreen may
be
referred to herein as a "Reporting Person" and
collectively may be referred
to
as "Reporting Persons"). The Managing Members of
Wintergreen are David J.
Winters
and Elizabeth N. Cohernour (the "Managing Members"), each of which is
a
citizen of the
United States. David J. Winters is the portfolio
manager at
Wintergreen and Elizabeth N.
Cohernour is
the chief operating officer at
Wintergreen.
The principal business
and principal office address of each of the
Managing
Members,
Wintergreen Fund, Wintergreen Partners and Wintergreen is 333 Route
46
West,
Suite 204, Mountain Lakes, New Jersey.
(d)
None of the Managing Members or Reporting Persons have, during the
last
five years, been convicted in a criminal proceeding (excluding traffic
violations
or similar misdemeanors).
(e)
None of the Reporting Persons or the Managing Members have, during
the
last five years, been a party to a civil proceeding of
a judicial or
administrative
body of competent jurisdiction and as a result of such proceeding
were
or are subject to a judgment, decree
or final order enjoining future
violations of,
or prohibiting or mandating activities subject
to, Federal or
state
securities laws or finding any violation with respect to such laws.
--------------------------------------------------------------------------------
Item
3. Source and Amount of Funds or Other Consideration.
As
of the date hereof Wintergreen may be deemed to
beneficially own 1,481,474
Shares.
As
of the date hereof Wintergreen Fund beneficially owns 564,961
Shares.
As
of the date hereof Wintergreen Partners beneficially owns 548,788
Shares.
The
source of funds used
to purchase the securities reported herein
was the
working
capital of Wintergreen Fund, Wintergreen Partners and
other investment
vehicles managed
by
Wintergreen. The aggregate funds used
by the Reporting
Persons
to make the purchases was approximately $90.9 million.
No
borrowed funds were used to
purchase the Shares, other than
any borrowed
funds
used for working capital purposes in the ordinary course of
business.
--------------------------------------------------------------------------------
Item
4. Purpose of Transaction.
Advisory
clients of Wintergreen are the beneficial owners of approximately
25.9%
of
the Issuer's common stock. Wintergreen has
initiated discussions with the
Issuer on maximizing the
value of the Daytona
properties, through direct
development
or partnerships. Wintergreen intends to continue its dialogue
with,
and
to take an active interest in, the Issuer to
encourage strategic focus on
the
Volusia county properties. To this end, Wintergreen from time to
time, will
communicate
with the Issuer and other holders of Common
Stock regarding such
matters.
On December 31, 2008, Wintergreen filed an application for a court ordered Inspection of records of the Issuer (the "December 31 Application") with the Volusia County Circuit Court in Florida. The purposes of this inspection are to determine whether the affairs of the Issuer are being properly administered by the Issuer's corporate officers and to ascertain the value of the Issuer's stock.A copy of the December 31 Application is attached hereto as Exhibit B and incorporated herein by reference.
Wintergreen
may in the future purchase additional Shares or dispose of
some or
all of such Shares in open-market transactions or privately negotiated
transactions. Wintergreen does
not currently have any plans or proposals that
would
result in any of the actions described in
paragraphs (b) through (j) of
Item
4 of the instructions to Schedule 13D.
--------------------------------------------------------------------------------
Item
5. Interest in Securities of the Issuer.
(a,
b) As of the date hereof, Wintergreen may be
deemed to be the beneficial
owner
of 1,481,474 Shares, constituting 25.9% of the Shares of the Issuer,
based
upon
5,727,515 Shares outstanding as of the date of this filing.
Wintergreen
has the sole power to vote
or direct the vote
of 1,481,474
Shares; has
the shared power to vote or direct the vote of 0
Shares; has sole
power
to dispose or direct the disposition of 1,481,474
Shares; and has shared
power
to dispose or direct the disposition of 0 Shares.
Wintergreen specifically disclaims
beneficial ownership in the Shares reported
herein
except to the extent of its pecuniary interest therein.
(a, b)
As of
the date hereof, Wintergreen Fund is
the beneficial owner of
564,961 Shares
(1), constituting 9.9% of the Shares of the Issuer, based
upon
5,727,515
Shares outstanding as of the date of this filing.
Wintergreen
Fund has the sole power to vote or direct the vote of 0 Shares;
has
the shared power to vote or direct the vote
of 564,961 Shares; has sole
power
to dispose or direct the disposition of 0 Shares; and has shared
power to
dispose
or direct the disposition of 564,961 Shares.
(1) Wintergreen Fund
has delegated all of its authority to vote or dispose of
the
Shares to Wintergreen, its investment manager.
(a, b)
As of the date hereof, Wintergreen Partners is the
beneficial owner of
548,788 Shares
(1), constituting 9.6% of the Shares of the Issuer, based
upon
5,727,515
Shares outstanding as of the date of this filing.
Wintergreen
Partners has the sole power to vote or direct
the vote of 0
Shares; has
the shared power to vote or direct the vote of 548,788
Shares; has
sole
power to dispose or direct the disposition of 0
Shares; and has shared
power
to dispose or direct the disposition of 548,788 Shares.
(1) Wintergreen
Partners has delegated all of its authority to vote or
dispose
of
the Shares to Wintergreen, its investment manager.
(c)
Wintergreen caused its advisory clients to
effect transactions in the
Shares
during the past 60 days as set forth below:
DATE TYPE NO
OF SHARES PRICE/SHARE
---- ---- ----------- ----------
(d)
Inapplicable.
(e)
Inapplicable.
--------------------------------------------------------------------------------
Item
6. Contracts, Arrangements, Understandings or Relationships with
Respect
to
Securities of the Issuer.
N/A.
--------------------------------------------------------------------------------
Item
7. Material to be Filed as Exhibits.
Exhibit
A: Agreement between the Reporting Persons to file jointly
Exhibit
B: December 31 Application
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.
Wintergreen
Advisers, LLC
By:
David J. Winters, Managing Member.
/s/
David J. Winters
______________________________________
Wintergreen
Fund, Inc.
By:
David J. Winters, Executive Vice President
/s/
David J. Winters
______________________________________
Wintergreen
Partners Fund, LP
By:
Wintergreen GP, LLC
By:
David J. Winters, Managing Member
/s/
David J. Winters
______________________________________
January
12, 2009
Attention. Intentional misstatements or
omissions of fact constitute federal
criminal
violations (see 18 U.S.C. 1001).
Exhibit
A
AGREEMENT
The
undersigned agree that this Amendment No 19 to Schedule 13D dated January
12,
2009,
relating to the Common Stock, par value $1.00 per share of
Consolidated-
Tomoka
Land Co. shall be filed on behalf of the undersigned.
Wintergreen
Advisers, LLC.
By:
David J. Winters, Managing Member
/s/
David J. Winters
______________________________________
Wintergreen
Fund, Inc.
By:
David J. Winters, Executive Vice President
/s/
David J. Winters
______________________________________
Wintergreen
Partners Fund, LP
By:
Wintergreen GP, LLC
By:
David J. Winters, Managing Member
/s/
David J. Winters
______________________________________
January
12, 2009
SK 25133 0011
954322
EXHIBIT
B
