|
CONSOLIDATED-TOMOKA LAND
CO.
|
|
(Name of Registrant as Specified
in Its Charter)
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WINTERGREEN FUND,
INC.
WINTERGREEN PARTNERS FUND,
LP
WINTERGREEN PARTNERS OFFSHORE
MASTER FUND, LTD.
RENAISSANCE GLOBAL MARKETS
FUND
WINTERGREEN ADVISERS,
LLC
WINTERGREEN GP,
LLC
|
|
(Name of Persons(s) Filing Proxy
Statement, if Other Than the
Registrant)
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(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):
|
|
•
|
to elect Wintergreen’s slate of
director nominees (the “Wintergreen Nominees”) to CTO’s board of
directors;
|
||
|
•
|
to adopt a resolution
requesting that the board take the steps necessary to amend the
Articles of Incorporation and By-Laws of the Company to de-classify the
terms of the board and require that all directors stand for election
annually;
|
|
•
|
to adopt a resolution requesting
that the board of directors implement a policy that the positions of
chairperson of the board of directors and Chief Executive Officer should
be separated;
|
||
|
•
|
to adopt a resolution requesting
that the board take the steps necessary to amend the Articles of
Incorporation and By-Laws of the Company to provide that the Board
shall consist of no more than eleven (11) directors;
and
|
||
|
•
|
to ratify the selection of
KPMG LLP as the Company’s independent
registered public
accounting firm for 2009.
|
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Thank you for your
support,
|
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/s/ David J.
Winters
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David J.
Winters
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Wintergreen Advisers,
LLC
|
|
1.
|
To vote “FOR” the election of Dianne M. Neal, Francis G.
O’Connor and Allen C. Harper (the “Wintergreen Nominees”) to serve as directors on the
Company’s board of directors (the
“Board”);
|
|
2.
|
To
vote “FOR”
Wintergreen’s proposal to
adopt a resolution requesting that the Board take the steps
necessary to amend the Articles of Incorporation and By-Laws of the
Company to de-classify the terms of the Board and require that all
directors stand for election annually;
|
|
3.
|
To
vote “FOR”
Wintergreen’s proposal to adopt a resolution requesting that the Board
implement a policy that the positions of chairperson of the Board and
Chief Executive Officer should be separated;
|
|
|
4.
|
To vote “FOR” Wintergreen’s proposal to adopt
a resolution requesting that the Board take the steps necessary to amend
the Articles of Incorporation and By-Laws of the Company to provide
that the Board shall consist of no more than eleven (11) directors; and
|
|
|
To vote “FOR” the Company’s proposal to ratify
the selection of KPMG LLP as the Company’s independent
registered public
accounting firm for
2009.
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|
·
|
If your Shares are registered in
your own name, please sign and date the enclosed
GREEN proxy card and
return it to Wintergreen, c/o Okapi Partners, in the enclosed envelope
today.
|
|
·
|
If your Shares are held in a
brokerage account or bank, you are considered the beneficial owner of the
Shares, and these proxy materials, together with a voting form, are being forwarded
to you by your broker or bank. As a beneficial owner, you must
instruct your broker, trustee or other representative how to
vote. Your broker cannot vote your Shares on your behalf
without your instructions.
|
|
·
|
Depending upon your broker or
custodian, you may be able to vote either by toll-free telephone or by the
Internet. Please refer to the enclosed voting form for
instructions on how to vote electronically. You may also vote
by signing, dating and returning the enclosed voting
form.
|
|
·
|
We
made our first investment in shares of CTO in February
2006.
|
|
·
|
In
March 2006, we met with CTO management and initiated discussions to
maximize the value of certain Daytona Beach properties in Volusia
County.
|
|
·
|
On
January 17, 2007, we sent a letter to CTO’s Corporate Secretary requesting
that CTO consider adding James E. Jordan as a director of CTO, who we
believed would provide the Board with valuable management experience,
including relevant experience in real estate matters. During
this time, we also continued our dialogue with CTO regarding the
development of the Volusia county properties. James E. Jordan
was subsequently elected to the Company’s Board at the Company’s 2007
annual meeting of shareholders with the support of the Company’s
Board.
|
|
·
|
On
October 1, 2007, we sent a letter to CTO’s Corporate Secretary and the
Board requesting that CTO consider adding Adolfo Henriques as a director
of CTO, who we believed would provide the Board with valuable management
experience, including relevant experience in real estate matters and
oversight of financial and accounting best practices. During
this time, we also continued our dialogue with CTO regarding the
development of the Volusia County
properties.
|
|
·
|
On
January 21, 2008, we sent a letter to CTO and the Board highlighting
significant concerns with CTO’s business strategy and expressing our
disappointment that, although we had encouraged management to unlock
shareholder value by exploring certain strategic alternatives, over the
course of twenty-three months of accumulating CTO’s stock, we had seen no
progress. We highlighted in the letter several
areas where progress reasonably should have been made as of that date: (i)
a re-alignment of management compensation to correlate with the
achievement of stated goals rather than the sale of properties; (ii) a
review of the growth and level of operating costs; (iii) the hiring of
outside advisors to address CTO’s long term goals; (iv) an improvement in
corporate governance by separating the role of chairperson of the Board
from management; (v) the hiring of forensic accountants to review the past
years’ activities, including conflicts of interest and travel and
entertainment expenses; (vi) improving public disclosure regarding actions
taken to improve shareholder value; and (vii) a review of CTO’s
activities, particularly, management’s ability to unilaterally enter into
land sale arrangements in an environment where such transactions may not
be appropriate.
|
|
·
|
On
February 6, 2008, we sent a letter to CTO and the Board requesting that
the Board increase the number of directors and proposing three candidates
to fill the additional Board seats. We stated that an increase
in the number of directors would allow the Board to assist with the
initiatives that we had outlined in our letter dated January 21,
2008.
|
|
·
|
On
February 6, 2008, we also delivered a shareholder proposal to
CTO. In the proposal, we sought a requirement that the
chairperson of the Board be an independent director. We
reiterated our goal of increasing value for the shareholders through the
separation of the role of chairperson and Chief Executive
Officer.
|
|
·
|
On
March 10, 2008, CTO sent us a reply letter to our letters dated January
21, 2008 and February 6, 2008.
|
|
·
|
On
March 17, 2008, CTO filed a Form 8-K with the Securities and Exchange
Commission stating that James E. Jordan notified the Board of his decision
to resign from the Board. In his resignation letter, Mr. Jordan
stated that among the reasons for his resignation was the Board’s mistaken
decision to combine the titles of Chairman and Chief Executive Officer, as
this decision is contrary to generally accepted best practices in
corporate governance.
|
|
·
|
On
April 21, 2008, we sent a letter to CTO and the Board requesting that CTO
postpone the Annual Meeting of the Shareholders (the “2008 Annual
Meeting”) scheduled for April 23, 2008 until at least July 22,
2008. We requested the postponement of the 2008 Annual Meeting
in order for the Board to demonstrate that the Corporate Governance
Committee properly interviewed and nominated independent director
candidates that are truly independent. We stated that we
believed several of the proposed independent directors had conflicts of
interests and connections with CTO, which were not fully disclosed in
CTO’s proxy statement. We also noted that CTO rejected one of
our proposed candidates due to meeting schedule conflicts and did not
interview the three additional proposed candidates despite the fact that
there was a current Board vacancy to be
filled.
|
|
·
|
On
May 14, 2008, CTO sent us a reply letter denying our request to postpone
the 2008 Annual Meeting.
|
|
·
|
On
May 19, 2008, we sent a letter to CTO’s Corporate Secretary nominating a
candidate to fill a Board vacancy and nominating other qualified
substitute candidates to fill the Board vacancy in the event that our
nominee was unsuccessful or there were future vacancies on the
Board.
|
|
·
|
On
May 30, 2008, we made a demand to inspect CTO’s corporate records pursuant
to Section 607.1602, Florida Statutes to determine whether CTO’s affairs
were being properly administered by its corporate officers and to
determine the stock value.
|
|
·
|
From
June 12, 2008 to July 15, 2008, we conducted an inspection pursuant to
this demand at CTO’s principal place of business. The records
produced by CTO were incomplete.
|
|
·
|
On
August 29, 2008, we sent a letter to CTO which provided CTO with detailed
examples of types of information that were missing from CTO’s initial
demand response. Our counsel sent a separate letter to CTO’s
counsel informing them of the deficiencies in the record production and
made a second demand for inspection of corporate
records.
|
|
·
|
On
September 8, 2008, our counsel sent another letter to CTO’s counsel
requesting access to the corporate records after we were informed by CTO’s
counsel that they would not comply with our
request.
|
|
·
|
On
September 16, 2008, CTO’s counsel sent our counsel a letter in which it
stated that CTO was gathering the documents that it had failed to produce
in response to our initial request on May 30,
2008.
|
|
·
|
On
October 17, 2008, CTO sent us a letter in which they provided incomplete
responses to several of the requests made in our second document
demand.
|
|
·
|
On
October 24, 2008, CTO sent us a letter advising us of a vacancy on the
Board and requesting our input regarding a candidate to fill this
vacancy.
|
|
·
|
On
October 29, 2008, we responded to CTO’s letter advising of the Board
vacancy and expressed our regret that this Board vacancy had not been
filled by CTO for six months. However, we expressed our
willingness to meet with CTO management to discuss the Board vacancy and
requested information about the proposed candidates to adequately prepare
for such meeting.
|
|
·
|
On
October 31, 2008, CTO replied to our letter and enclosed the requested
information regarding the two nominees for the Board
vacancy.
|
|
·
|
On
November 11, 2008, CTO provided us with a proposed settlement and
standstill agreement (the “Agreement”) that required us to forego many
fundamental rights and duties that we have as a shareholder in return for
allowing us to fill the current Board vacancy with a Wintergreen-nominee
and include an additional Wintergreen-nominee on the Board-endorsed slates
at CTO’s 2009 Annual Meeting.
|
|
·
|
On
November 17, 2008, we suggested revisions to the Agreement and provided a
revised agreement (the “Revised Agreement”) to
CTO.
|
|
·
|
On
November 19, 2008, CTO informed us that CTO rejected the Revised
Agreement.
|
|
·
|
On
November 20, 2008, we submitted three shareholder proposals to
CTO: (i) to nominate four independent candidates for the Board;
(ii) to request the Board take all steps necessary to de-classify the
Board and require annual election of all directors; and (iii) to request
that the Board adopt a policy requiring that the chairperson of the Board
be an independent director.
|
|
·
|
On
November 21, 2008, CTO issued a press release announcing that its Board
reviewed and rejected Wintergreen’s shareholder proposal of November 20,
2008.
|
|
·
|
On
November 25, 2008, CTO’s counsel informed our counsel that CTO would not
produce any further documents.
|
|
·
|
On
December 22, 2008, we sent a letter to CTO’s Corporate Secretary in
response to comments made by CTO in a Form 8-K filed with the SEC on
November 21, 2008. In this letter, we reiterated our commitment
to pursuing initiatives that are in the best interests of all the
shareholders. In this letter, we also sought to correct several
inaccuracies contained in the public letter that CTO filed such
as: the circumstances that surrounded our decision to decline
CTO’s offer of two Board seats due to unacceptable terms in the Agreement
that would have required us to forego many crucial shareholder rights; to
reiterate that we seek to have a Board whose loyalties lie with
the shareholders and the Company rather than with management; that our
proposal for annual Board elections is a means of improving corporate
governance, not gaining control over the Board; to correct a
mischaracterization regarding the circumstances of the resignation of a
Wintergreen-nominated Board member who resigned at least in part due to
his negative view of the Board’s conduct; and to reiterate our concern
regarding CTO’s business strategy including a review of the income
property portfolio, review of land sales, dividend declarations and
development prospects in Volusia County. We also stated that
CTO is in violation of a Florida Statute and its corporate By-Laws by
refusing to fully comply with our demand to inspect corporate books and
records.
|
|
·
|
On
December 31, 2008, we filed an application for a court ordered inspection
of CTO’s records with the Volusia County Circuit Court in Florida (the
“Court”). The Court subsequently scheduled a hearing for
February 17, 2009.
|
|
·
|
On
February 12, 2009, CTO filed a Motion to Postpone the hearing on
Wintergreen's application to inspect the corporate books and
records.
|
|
·
|
On
February 17, 2009, the Court ruled that it would grant CTO's Motion to
Postpone the hearing on Wintergreen's application to inspect the corporate
books and records. The court indicated, however, that it would
only postpone the hearing for approximately 45 days to allow CTO to take
any discovery it claims it needs to challenge Wintergreen's proper purpose
and good faith concerning the inspection
request.
|
|
·
|
On
March 3, 2009, the Company issued a press release announcing that it had
amended its By-Laws to increase the number of directors constituting the
Board from nine to eleven, and would be nominating on its slate of
directors two of the nominees proposed by Wintergreen in its shareholder
proposal of November 20, 2008.
|
|
Name
|
Age
|
Directorships
|
Business
Experience
|
|
Dianne
M. Neal
|
49
|
Ms. Neal is a member of the board
of directors of Metavante Technologies, Inc. and the Reynolda House Museum
of American Art.
|
Ms.
Neal was the Executive Vice President and Chief Financial Officer of
Reynolds American Inc. until March 2008. Ms. Neal joined
Reynolds Tobacco in 1988. She became Executive Vice President
of R.J. Reynolds Tobacco Holdings, Inc. and R.J. Reynolds Tobacco Company
in July 2003. On the creation of Reynolds American Inc., Ms.
Neal was named the Executive Vice President and Chief Financial Officer of
Reynolds American Inc. in August 2004. Prior to July 2003, she served as
Vice President of Investor Relations of R.J. Reynolds Tobacco Holdings, a
position she began in June 1999. Ms. Neal holds a Masters of
Business Administration and a Bachelor of Science in Accounting, both from
the Bryan School of Business at University of North Carolina at
Greensboro.
|
|
Francis
G. O’Connor
|
43
|
Mr. O’Connor does not serve as
director of any other company.
|
Mr.
O’Connor established Putnam Consultants, LLC in 2005. In this
role, he assists bank clients with a broad range of projects involving
banking systems and risk management. From May, 1995 to August,
2005, Mr. O’Connor held several positions with JP Morgan Chase Bank, N.A.
most recently as a Credit Executive in Investor Services. Prior
to May, 1995, he worked in the Bank Supervision Group of the Federal
Reserve Bank of New York. Mr. O’Connor holds an MBA in
Management/International Business and a BS in Finance, both from the NYU
Stern School of Business.
|
|
Allen C.
Harper
|
63
|
Fort
Lewis College Foundation
|
Mr.
Harper is the Chief Executive Officer of the American Heritage Railways
and has held this position since 1998. In addition, from 1989 to 2005, Mr.
Harper served as Director on the Tri-County Rail Authority, a state-owned
commuter railroad, and was Chairman of the Board for three terms. In 2003,
Tri-County Rail was incorporated into the South Florida Regional
Transportation Authority, and in 2004, Mr. Harper was elected its
Chairman. He also served as director of Florida East Coast Industries,
Inc., a railroad and real estate company based in St. Augustine Florida,
for 12 years. In May 2001, Mr. Harper was appointed by Governor Bush, a
second time, to serve on the Miami-Dade Expressway Authority
Board.
Beginning
in 1984, Mr. Harper was principally employed as Chairman, President and as
a principal shareholder of First Reserve, Inc., the holding company for
Esslinger Wooten Maxwell Inc., which is a residential and commercial real
estate brokerage and management firm based in Coral Gables, Florida. In
2003, the company was sold to Home Services, Inc., an affiliate company of
Berkshire Hathaway. Mr. Harper remains as Chairman Emeritus of Esslinger
Wooten Maxwell Realtors and is an active Broker of commercial real estate
investment properties.
|
|
Class
of Security
|
Quantity
Purchased / (Sold)
|
Price
Per Share ($)
|
Date
of Purchase / Sale
|
|
Wintergreen
Advisers, LLC
|
|||
|
Common
Stock
|
4716
|
75.57
|
03/13/07
|
|
Common
Stock
|
300
|
75.18
|
03/15/07
|
|
Common
Stock
|
7,700
|
74.86
|
03/28/07
|
|
Common
Stock
|
100
|
75.00
|
03/29/07
|
|
Common
Stock
|
3,500
|
75.00
|
03/30/07
|
|
Common
Stock
|
100
|
74.75
|
04/04/07
|
|
Common
Stock
|
2,000
|
75.00
|
04/13/07
|
|
Common
Stock
|
1,300
|
74.74
|
04/18/07
|
|
Common
Stock
|
100
|
74.50
|
05/09/07
|
|
Common
Stock
|
14,305
|
74.41
|
05/10/07
|
|
Common
Stock
|
400
|
74.49
|
05/11/07
|
|
Common
Stock
|
5,400
|
74.38
|
05/14/07
|
|
Common
Stock
|
5,600
|
74.23
|
05/15/07
|
|
Common
Stock
|
4,594
|
73.95
|
05/16/07
|
|
Common
Stock
|
9,300
|
73.30
|
05/17/07
|
|
Common
Stock
|
4,299
|
72.69
|
05/18/07
|
|
Common
Stock
|
2,000
|
72.69
|
05/18/07
|
|
Common
Stock
|
10,870
|
72.91
|
05/24/07
|
|
Common
Stock
|
510
|
72.65
|
05/25/07
|
|
Common
Stock
|
1,202
|
72.69
|
05/29/07
|
|
Common
Stock
|
4,113
|
73.71
|
06/01/07
|
|
Common
Stock
|
2,507
|
73.63
|
06/04/07
|
|
Common
Stock
|
8,000
|
72.97
|
06/05/07
|
|
Common
Stock
|
4,477
|
72.16
|
06/06/07
|
|
Common
Stock
|
16,808
|
71.18
|
06/07/07
|
|
Common
Stock
|
6,200
|
70.89
|
06/08/07
|
|
Common
Stock
|
7,400
|
70.65
|
06/11/07
|
|
Common
Stock
|
8,600
|
69.99
|
06/12/07
|
|
Common
Stock
|
500
|
69.48
|
06/13/07
|
|
Common
Stock
|
175
|
69.91
|
06/14/07
|
|
Common
Stock
|
3,800
|
71.00
|
06/20/07
|
|
Common
Stock
|
5,925
|
70.07
|
06/21/07
|
|
Common
Stock
|
5,000
|
70.83
|
06/22/07
|
|
Common
Stock
|
9,390
|
71.05
|
06/25/07
|
|
Common
Stock
|
804
|
69.75
|
06/26/07
|
|
Common
Stock
|
1,600
|
69.43
|
06/27/07
|
|
Common
Stock
|
100
|
69.15
|
06/28/07
|
|
Common
Stock
|
1,000
|
69.47
|
06/29/07
|
|
Common
Stock
|
1,200
|
69.38
|
07/02/07
|
|
Common
Stock
|
1,700
|
69.23
|
07/03/07
|
|
Common
Stock
|
2,167
|
68.52
|
07/05/07
|
|
Common
Stock
|
2,800
|
68.00
|
07/06/07
|
|
Common
Stock
|
6,900
|
67.17
|
07/09/07
|
|
Common
Stock
|
5,500
|
67.00
|
07/10/07
|
|
Common
Stock
|
3,200
|
66.50
|
07/11/07
|
|
Common
Stock
|
4,500
|
69.18
|
07/12/07
|
|
Common
Stock
|
250
|
67.50
|
07/19/07
|
|
Common
Stock
|
11,800
|
67.79
|
07/20/07
|
|
Common
Stock
|
5,000
|
67.51
|
07/23/07
|
|
Common
Stock
|
12,000
|
64.92
|
07/24/07
|
|
Common
Stock
|
4,673
|
64.47
|
07/25/07
|
|
Common
Stock
|
11,200
|
62.87
|
07/26/07
|
|
Common
Stock
|
10,200
|
63.43
|
07/27/07
|
|
Common
Stock
|
8,495
|
62.52
|
07/30/07
|
|
Common
Stock
|
7,781
|
62.63
|
07/31/07
|
|
Common
Stock
|
16,200
|
62.67
|
08/01/07
|
|
Common
Stock
|
9,300
|
63.97
|
08/02/07
|
|
Common
Stock
|
9,980
|
64.09
|
08/03/07
|
|
Common
Stock
|
15,400
|
63.61
|
08/06/07
|
|
Common
Stock
|
2,882
|
65.85
|
08/07/07
|
|
Common
Stock
|
1900
|
63.46
|
09/10/07
|
|
Common
Stock
|
300
|
64.35
|
09/14/07
|
|
Common
Stock
|
500
|
64.45
|
09/18/07
|
|
Common
Stock
|
100
|
67.47
|
10/18/07
|
|
Common
Stock
|
15,000
|
67.22
|
10/19/07
|
|
Common
Stock
|
2,000
|
66.41
|
10/22/07
|
|
Common
Stock
|
6,565
|
66.41
|
10/24/07
|
|
Common
Stock
|
5,800
|
66.49
|
10/25/07
|
|
Common
Stock
|
15,800
|
67.34
|
10/26/07
|
|
Common
Stock
|
12,008
|
67.47
|
10/29/07
|
|
Common
Stock
|
9,100
|
67.18
|
10/30/07
|
|
Common
Stock
|
2,200
|
67.33
|
10/31/07
|
|
Common
Stock
|
15,961
|
66.19
|
11/01/07
|
|
Common
Stock
|
11,540
|
66.39
|
11/02/07
|
|
Common
Stock
|
9,049
|
65.95
|
11/05/07
|
|
Common
Stock
|
9,154
|
64.97
|
11/07/07
|
|
Common
Stock
|
1,740
|
64.50
|
11/09/07
|
|
Common
Stock
|
1,950
|
61.96
|
11/20/07
|
|
Common
Stock
|
3,414
|
61.93
|
11/26/07
|
|
Common
Stock
|
2,201
|
61.99
|
11/27/07
|
|
Common
Stock
|
2,163
|
62.00
|
12/03/07
|
|
Common
Stock
|
5,200
|
61.72
|
12/04/07
|
|
Common
Stock
|
2,800
|
61.45
|
12/05/07
|
|
Common
Stock
|
(228,753)
|
50.08
|
06/02/08
|
|
Common
Stock
|
110,548
|
50.08
|
06/02/08
|
|
Common
Stock
|
118,205
|
50.08
|
06/02/08
|
|
Name
and Address of Beneficial Owner
|
|
Amount and
Nature
of
Beneficial
Ownership
|
|
Percent of
Class
|
|
|
Barclays
Global Investors, NA., et. al.(1)
|
|
299,813
|
|
5.2
|
%
|
|
400
Howard Street
San
Francisco, CA 94105
|
|
|
|||
|
Pico
Holdings, Inc.(2)
|
|
310,000
|
|
5.4
|
%
|
|
875
Prospect Street, Suite 301
La
Jolla, CA 92037
|
|
|
|||
|
Third
Avenue Management LLC(3)
|
|
563,000
|
|
9.8
|
%
|
|
622
Third Avenue, 32nd
Floor
New
York, NY 10017
|
|
|
|||
|
Wintergreen
Advisers, LLC, et. al.(4)
|
|
1,481,474
|
|
25.9
|
%
|
|
333
Route 46 West, Suite 204
Mountain
Lakes, NJ 07046
|
|
|
|
(1)
|
The
amount shown and the following information is derived from a Schedule 13G
filed by Barclays Global Investors, NA, Barclays Global Fund Advisors,
Barclays Global Investors Australia Limited, Barclays Global Investors
Canada Limited, Barclays Global Investors (Deutschland) AG, Barclays
Global Investors Japan Limited and Barclays Global Investors Limited
(collectively, “Barclays”) reporting beneficial ownership as of
December 31, 2008. According to Schedule 13G Barclays has sole voting
power over 277,180 shares and sole dispositive power over 299,813
shares.
|
|
(2)
|
The
amount shown and the following information is derived from a Schedule 13G
filed by Pico Holdings, Inc. (“Pico”), reporting beneficial ownership as
of December 31, 2008. According to Schedule 13G Pico has sole voting
and sole dispositive power over 310,000
shares.
|
|
(3)
|
The
amount shown and the following information is derived from a Schedule 13G
filed by Third Avenue Management LLC (“TAM”), reporting beneficial
ownership as of December 31, 2008. According to Schedule 13G TAM has
sole voting power and sole dispositive power over 563,000 shares. Third
Avenue Real Estate Opportunities Fund, L.P. has the right to receive
dividends from, and the proceeds from the sale of, 500,500 of the shares
reported by TAM, and various separately managed accounts for whom TAM acts
as investment advisor have the right to receive dividends from, and the
proceeds of the sale of, 62,500 of the shares reported by
TAM.
|
|
(4)
|
The
amount shown and the following information is derived from a Schedule 13D
filed by Wintergreen Advisers, LLC (“Wintergreen”), reporting beneficial
ownership as of December 22, 2008. According to Schedule 13D
Wintergreen Fund, Inc. (“Fund”) beneficially owns 564,961 shares and
Wintergreen Partners Fund, LP (“Partners Fund”) beneficially owns 548,788
shares. Wintergreen, as sole investment manager of Fund and Partners Fund
may be deemed to beneficially own the 1,113,749 shares beneficially owned
by Fund and Partners Fund, and Wintergreen has sole voting and sole
dispositive power with respect to these 1,113,749
shares.
|
|
Name
of Beneficial Owner
|
|
Amount
and Nature of Beneficial
Ownership
|
Percent of
Class
|
|||||||||
|
|
Sole
|
Shared
|
Total
|
|||||||||
|
John
C. Adams, Jr.
|
|
10,000
|
(1)
|
—
|
10,000
|
(1)
|
*
|
|||||
|
John
J. Allen
|
|
2,900
|
20,400
|
23,300
|
*
|
|||||||
|
Robert
F. Apgar
|
|
10,400
|
(2)
|
509
|
10,909
|
(2)
|
*
|
|||||
|
William
H. Davison
|
|
200
|
—
|
200
|
*
|
|||||||
|
Gerald
L. DeGood
|
|
494
|
—
|
494
|
*
|
|||||||
|
Jeffry
B. Fuqua
|
|
—
|
—
|
—
|
*
|
|||||||
|
James
E. Gardner
|
|
250
|
—
|
250
|
*
|
|||||||
|
William
H. McMunn
|
|
40,000
|
(3)
|
58,387
|
98,387
|
(3)
|
1.7
|
%
|
||||
|
John
C. Myers, III
|
|
100
|
200
|
300
|
*
|
|||||||
|
William
L. Olivari
|
|
800
|
—
|
800
|
*
|
|||||||
|
Linda
Loomis Shelley
|
|
—
|
—
|
—
|
*
|
|||||||
|
Bruce
W. Teeters
|
|
40,355
|
(4)
|
—
|
40,355
|
(4)
|
*
|
|||||
|
William
J. Voges
|
|
2,900
|
(5)
|
489
|
(6)
|
3,389
|
(5)(6)
|
*
|
||||
|
Directors,
Director Nominees, and Executive Officers as a Group
(12 persons)(7)
|
|
97,999
|
(8)
|
79,476
|
177,475
|
(8)
|
3.0
|
%
|
||||
|
*
|
Less
than 1%.
|
|
(1)
|
Does
not include 4,000 shares held in trust for Mr. Adams’ wife who has
sole voting and disposition power over these
shares.
|
|
(2)
|
Includes
10,400 shares subject to options that are currently exercisable within 60
days of March 13, 2009.
|
|
(3)
|
Includes
40,000 shares subject to options that are currently exercisable within 60
days of March 13, 2009.
|
|
(4)
|
Includes
16,000 shares subject to options that are currently exercisable within 60
days of March 13, 2009. Also includes 200 shares held by
Mr. Teeters’ wife who has sole voting and disposition over these
shares.
|
|
(5)
|
Includes
120 shares held in the William J. Voges Revocable
Trust.
|
|
(6)
|
Includes
200 shares held jointly with his wife, for which Mr. Voges does not
have voting power.
|
|
(7)
|
Does
not include Mr. Apgar, as he is no longer an executive
officer.
|
|
(8)
|
Includes
56,000 shares subject to options that are currently exercisable within 60
days of March 13, 2009.
|
|
●
|
SIGNING the enclosed
GREEN proxy
card,
|
|
●
|
DATING the enclosed
GREEN proxy card,
and
|
|
●
|
MAILING the enclosed
GREEN proxy card
TODAY in the envelope provided (no postage is required if mailed in the
United States).
|
|
|
1.
|
Wintergreen’s proposal to elect Dianne M. Neal, Francis G. O’Connor and Allen C. Harper. There is no assurance that the
nominees of CTO management will serve if elected
with Ms.
Neal, Mr. O’Connor and/or Mr.
Harper.
|
|
FOR ALL
NOMINEES
|
WITHHOLD
AUTHORITY TO
VOTE FOR ALL
NOMINEE(S)
|
FOR ALL
EXCEPT
NOMINEES
WRITTEN
BELOW
|
|||||
|
o
|
o
|
o
|
|||||
|
2.
|
Shareholder proposal to adopt a
resolution requesting that the board take the steps necessary to
amend the Articles of Incorporation and By-Laws of the Company to
de-classify the terms of the Board and require that all directors stand
for election annually.
|
o
FOR
|
o
AGAINST
|
o
ABSTAIN
|
||||
|
3.
|
Shareholder proposal to adopt a
resolution requesting that the board implement a policy that the positions
of chairperson of the board of directors and Chief Executive Officer
should be separated.
|
o
FOR
|
o
AGAINST
|
o
ABSTAIN
|
||||
|
4.
|
Shareholder proposal to adopt a
resolution requesting that the board take the steps necessary to amend the
Articles of Incorporation and By-Laws of the Company to provide
that the Board shall consist of no more than eleven (11)
directors.
|
o
FOR
|
o
AGAINST
|
o
ABSTAIN
|
||||
|
5.
|
Proposal of the CTO Board of Directors to ratify the selection
of KPMG LLP as the Company’s independent
registered public
accounting firm for
2009
|
o
FOR
|
o
AGAINST
|
o
ABSTAIN
|
|
MARK HERE IF YOU PLAN TO ATTEND
THE MEETING
|
o
|
|||||||
|
MARK HERE IF AN ADDRESS CHANGE HAS
BEEN
NOTED ON THE REVERSE SIDE OF
THIS CARD
|
o
|
|||||||
|
SIGNATURE(S) OF
SHAREHOLDER(S)
|
DATE
|
|||
|
TITLE, IF
ANY
|
||||
|
SIGNATURE (IF HELD
JOINTLY):
|
||||