UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): November 27, 2017

 

 

Consolidated-Tomoka Land Co.

(Exact name of Registrant as Specified in Its Charter)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 7.01. Regulation FD Disclosure.

On November 27, 2017, the Company announced that it had received from Wintergreen Advisers, LLC (“Wintergreen”) a shareholder proposal dated November 13, 2017, and a notice of intent to nominate three candidates for election to CTO’s board of directors (the “Board”) dated November 24, 2017 (collectively the “Wintergreen Materials”). Wintergreen has requested that the shareholder proposal and the director nominations be submitted for consideration by CTO’s shareholders at the Company’s 2018 Annual Meeting of Shareholders (the “2018 Annual Meeting).  The shareholder proposal requests that the Board hire an independent adviser to maximize shareholder value by evaluating all options for the Company, including a sale or liquidation of CTO.  The three director nominees identified by Wintergreen are David J. Winters, Elizabeth N. Cohernour, and Evan H. Ho. 

A copy of the press release announcing the receipt of the Wintergreen Materials is furnished as an exhibit to this Form 8-K as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

Press

Release

 

 

 

 

DAYTONA BEACH, Fla. – November 27, 2017 – Consolidated-Tomoka Land Co. (NYSE American: CTO) (the “Company” or “CTO”) announced that it had received from Wintergreen Advisers, LLC (“Wintergreen”)  a shareholder proposal dated November 13, 2017, and a notice of intent to nominate three candidates for election to CTO’s board of directors (the “Board”) dated November 24, 2017 (collectively the “Wintergreen Materials”). Wintergreen has requested that the shareholder proposal and the director nominations be submitted for consideration by CTO’s shareholders at the Company’s 2018 Annual Meeting of Shareholders (the “2018 Annual Meeting).  The shareholder proposal requests that the Board hire an independent adviser to maximize shareholder value by evaluating all options for the Company, including a sale or liquidation of CTO.  The three director nominees identified by Wintergreen are David J. Winters, Elizabeth N. Cohernour, and Evan H. Ho.  The Company will provide the full text of Wintergreen’s letters to the Company in a public filing with the Securities and Exchange Commission on Form 8-K. The Company provided the following statement:

 

“The Board will carefully consider and respond publicly to Wintergreen’s proposal and director nominations.  Shareholders who review the Wintergreen Materials should be aware,  however, that the Company disputes  several statements made by Wintergreen, in its supporting statement included with the notice of intent to nominate the three director candidates,  as being factually incorrect.”

 

About Consolidated-Tomoka Land Co.

 

Consolidated-Tomoka Land Co. is a Florida-based publicly traded real estate company, which owns a portfolio of income investments in diversified markets in the United States including over 2.1 million square feet of income properties, as well as approximately 8,100 acres of land in the Daytona Beach area. Visit our website at www.ctlc.com.

We encourage you to review our most recent investor presentations for the quarter ended September 30, 2017 and the presentation for the NAREIT conference, both are available on our website at www.ctlc.com.

 

SAFE HARBOR

 

Certain statements contained in this press release (other than statements of historical fact) are forward-looking statements. Words such as “believe,” “estimate,” “expect,” “intend,” “anticipate,” “will,” “could,” “may,” “should,” “plan,” “potential,” “predict,” “forecast,” “project,” and similar expressions and variations thereof are intended to identify certain of such forward-looking statements, which speak only as of the dates on which they were made, although not all forward-looking statements contain such words. Although forward-looking statements are made based upon management’s expectations and beliefs concerning future developments and their potential effect upon the Company, a number of factors could cause the Company’s actual results to differ materially from those set forth in the forward-looking statements. Such factors may include the completion of 1031 exchange transactions, the availability of investment properties that meet the Company’s investment goals and criteria, the modification of terms of certain land sales agreements, uncertainties associated with obtaining required governmental permits and satisfying other closing conditions for planned acquisitions and sales, as well as the uncertainties and risk factors discussed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016 as filed with the Securities and Exchange Commission. There can be no assurance that future developments will be in accordance with management’s expectations or that the effect of future developments on the Company will be those anticipated by management. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this release.

 

IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT

 

The Company, its directors and certain of its executive officers may be deemed to be participants in the solicitation of proxies from the Company’s shareholders in connection with the matters to be considered at the 2018  Annual Meeting to be held in 2018 at a time and place that will be announced in the future.

 

WINTERGREEN

 

 

Consolidated-Tomeka Land Co.

c/o Daniel E. Smith, Corporate Secretary

Post Office Box 10809

Daytona Beach, FL 32120-0809

 

November 13, 2017

 

Dear Mr. Smith:

 

Pursuant to the 2017 proxy statement of Consolidated-Tomeka Land Co. and Rule 14a-8 under the Securities Exchange Act of 1934, as amended ("Rule 14a-8"), Wintergreen Advisers, LLC presents the following Shareholder Proposal for inclusion in Consolidated-Tomoka Land Co.'s 2018 proxy statement:

 

Proposing Shareholder Information:

 

The nominating shareholders are Wintergreen Partners Fund, LP (the "Partnership") and Wintergreen Advisers, LLC (the "Adviser") on behalf of its clients (as described below), 333 Route 46 West, Suite 204,  Mountain Lakes, New Jersey 07046, phone number: (973) 263-2600. As of the date of this notice, the Adviser may be deemed to beneficially own 1,553,075 shares of common stock, par value $1.00 per share ("Stock"), of Consolidated-Tomoka Land Co. ("CTO" or the "Company"), which constitutes 27.82% of CTO's Stock outstanding. The Stock was purchased between February 21, 2006 and November 10, 2016. The dates upon which Wintergreen acquired ownership of CTO's shares is set  forth on Appendix B, attached hereto. As of the  date  of  this  notice,  the  Partnership  beneficially owns 294,100 shares of Stock (approximately 5.27% of CTO's stock outstanding), which includes 5,882 shares of Stock held of record by the Partnership. The Stock was purchased between February 21, 2006 and November 10, 2016. The Adviser is the investment adviser to Wintergreen Fund, Inc. (the "Fund"), a registered investment company, which owns 1,232,334 shares of Stock (approximately 21.47% of CTO's Stock outstanding). The Adviser also serves as investment adviser to the Partnership and other pooled investment vehicles, which also own additional Stock (the Fund, the Partnership, the other investment vehicles and the Adviser, collectively, "Wintergreen"). Wintergreen has beneficially owned more than 10% of the Stock since May 2006. Wintergreen has a good faith intention to maintain an ownership interest in CTO that complies with the requirements of Rule 14a-8 through the date of the annual meeting and to attend the annual meeting in person or by proxy (in compliance with Rule l 4a-8 and CTO's Bylaws) to present this proposal. Attached hereto in Appendix  A  are copies of Schedule  13D amendments proving Wintergreen's eligibility to make this proposal. As of the  date  of this proposal ,  Wintergreen has not made any other proposal under Rule 14a-8 for the Company's 2018 Annual Meeting of Shareholders and does not intend to do so. In addition, the Partnership is a holder of

record of capital stock of CTO, entitled to vote at the Company's 2018 Annual Meeting of Shareholders, and intends to appear in person or by proxy at the meeting to bring this business before the meeting.

 

Shareholder Proposal:

 

PROPOSED: The shareholders of CTO, assembled at the annual meeting in person and by proxy, hereby request the Board of Directors (the "Directors") to take immediate steps to narrow the discount between NAV and the Company's share price by hiring an independent, previously unaffiliated, adviser to maximize shareholder value by evaluating all options for the Company, including through a sale of CTO or through the liquidation of CTO's assets.

 

Supporting Statement:

 

We believe the proper focus of CTO management should be the maximization of shareholder value by either a sale of CTO or through the liquidation of CTO's assets. In 2016, over 69% of shareholders backed a proposal submitted by Wintergreen to hire an independent adviser to evaluate ways to maximize shareholder value through the sale of CTO or through the liquidation of CTO's assets. At the time, the Company indicated that one of the factors preventing a sale was its substantial remaining land holdings. Since that time, the Company has placed under contract the majority of the remaining land. Based on the Company's own NAV estimate in the 2017 Q3 Shareholder Presentation, the Company currently trades at a massive discount to NAV. We believe the Company has effectively become a closed-end fund that is trading at a large discount. On the Company's Q3 2017 earnings call on October 19, 2017, the Company's CEO indicated "What we've always said consistently  is that if there's some sort of proposal out there that's great for shareholders, we're all about basically bringing that to the board and discussing it, and if that works, bringing it to the shareholders." Therefore, we believe that the greatest value to shareholders will be to carefully evaluate all options for the Company, including through a thoughtful evaluation of the sale of CTO or the liquidation of CTO's assets. We think a conversion to a REIT could have serious tax implications for CTO's shareholders and primarily  works to entrench management. During one of the greatest bull markets in real estate over the last 3 years, CTO's stock price has gone nowhere. It is time to realize full NAV for shareholders and to stop rewarding management for what we view as a failed strategy.

 

A vote for this shareholder proposal would benefit all shareholders.

 

 

**********

 

 

Please direct any questions regarding the information contained in this correspondence to our legal counsel, Edward Horton ((212) 574-1265) of Seward & Kissel LLP, One Battery Park Plaza, New York, NY 10004.

 

Exhibit 99.3

 

 

Consolidated-Tomoka Land Co.

c/o Daniel E. Smith, Corporate Secretary

Post Office Box 10809

Daytona Beach, FL 32120-0809

 

November 24, 2017

 

Dear Mr. Smith:

 

Pursuant to Section 1.11 of the Amended and Restate Bylaws and the 2017 proxy statement of Consolidated-Tomoka Land Co., Wintergreen Partners Fund, LP and Wintergreen Advisers, LLC on behalf of its clients present the following Director Nominees for election at Consolidated-Tomoka Land Co.’s 2018 annual meeting of shareholders.

 

Nominating Shareholder Information:

 

The nominating shareholders are Wintergreen Partners Fund, LP (the “Partnership”) and Wintergreen Advisers, LLC (the “Adviser”) on behalf of its clients (as described below), 333 Route 46 West, Suite 204, Mountain Lakes, New Jersey 07046, phone number: (973) 263-2600. As of the date of this notice, the Adviser may be deemed to beneficially own 1,553,075 shares of common stock, par value $1.00 per share ("Stock"), of Consolidated-Tomoka Land Co. (“CTO” or the “Company”), which constitutes 27.82% of CTO’s Stock outstanding. The Stock was purchased between February 21, 2006 and November 10, 2016. The dates upon which Wintergreen (as defined below) acquired ownership of CTO’s shares is set forth on Appendix  B, attached hereto.  As of the date of this notice, the Partnership beneficially  owns 294,100 shares of Stock (approximately 5.27% of CTO’s stock outstanding), which includes 5,882 shares of Stock held of record by the Partnership. The Stock was purchased between February 21, 2006 and November 10, 2016 as set forth on Appendix B, attached hereto. The Adviser is the investment adviser to Wintergreen Fund, Inc. (the "Fund"), a registered investment company, which owns 1,232,334 shares of Stock (approximately 22.08% of CTO’s stock outstanding), of which 24,647 shares of Stock are held of record. The Adviser is also the investment adviser to Wintergreen Partners Offshore Master Fund, Ltd (the “Master Fund”), a Cayman Islands exempted company, which owns 26,641 shares of Stock (approximately 0.47% of CTO’s stock outstanding), of which 533 shares of Stock are held of record. The Adviser also serves as investment adviser to the Partnership. The Partnership, the Fund, the Master Fund and the Adviser are herein referred to as collectively, "Wintergreen." Wintergreen has beneficially owned more than 10% of the Stock since May 2006. Wintergreen has a good faith intention to maintain an ownership interest in CTO through the date of the annual meeting and to attend the annual meeting in person or by proxy (in compliance with CTO’s Bylaws) to present the following nominations. In addition, the Partnership hereby represents that it is a holder of record of capital stock of CTO, entitled to vote at the Company’s 2018 Annual Meeting of Shareholders, and intends to appear in person or by proxy at the meeting to bring this business before the meeting.

 

Director Nominee Information:

 

Wintergreen Partners Fund, LP and the Adviser, on behalf of its clients, seek to nominate Elizabeth Cohernour, Evan Ho and David Winters (the “Wintergreen Nominees”) to be elected to CTO’s board of directors at the annual meeting of shareholders for a one-year term expiring at the 2019 Annual Meeting of Shareholders. The Wintergreen Nominees are committed to acting in the best interests of all shareholders. Wintergreen believes that the shareholders’ voices in the future of CTO can best be expressed through the election of the Wintergreen Nominees rather than the Company’s nominees. In accordance with the instructions provided in the Company’s Proxy Statement filed on March 21, 2017, we hereby submit the following information (including the information attached as Appendix A), with regards to the Wintergreen nominees:

 

Nominee Information

 

 

 

 

Supporting Statement:

Despite the Company’s assertions during the 2017 Proxy Contest, Wintergreen, as the largest shareholder of the Company with a 27.82% holding, has no representatives on the Board. With the exception of Mr. Olivari, who Wintergreen believes has worked in shareholders’ interests, the other directors that were originally nominated by Wintergreen have not been supported by Wintergreen since 2015. This lack of support was well known by the Company, and this blatant misrepresentation should be grounds for them to immediately step down. As an example, during CTO’s first and only Investor Day in December 2016, Mr. Olivari was the only director to leave the sequestered conference room where the board was listening in to the presentation so he could speak with investors, some of whom had traveled quite a distance to attend the meeting and all of whom had invested their time in attending the Investor Day. Mr. Albright, who presented at the Investor Day, attempted to leave the event as soon as the presentation was completed. Only after significant objection from investors other than Wintergreen did Mr. Albright participate in the Q&A. As soon as possible he ran from the room and did not join investors for any conversation or for the scheduled bus tour around the CTO properties.

 

In addition to creating this false impression about Wintergreen directors, the Company’s 2017 proxy materials and solicitation included several mistruths about Wintergreen. These untruths to shareholders included misrepresentations about Wintergreen’s business and the impact of Wintergreen’s past actions, which CTO has previously said have benefited all shareholders. It is unclear whether the then current Board members and the then newly Company proposed directors are who authorized the use of corporate funds for conducting a very negative campaign. However, as the statements have not been corrected or retracted, we believe that the full Board has implicitly approved of their use, and therefore, are responsible.

 

The current Board members own a de minimis amount of stock and therefore we believe their interests are not aligned with the true shareholders of the company. The three true Wintergreen nominees, Liz Cohernour, Evan Ho, and David Winters, will represent shareholders true interests, including fulfilling the shareholder mandate to maximize value and minimize the discount between current NAV and the corporate recognized and acknowledged value.1

 

 

In 2016, the Board of CTO made a change to the Company’s bylaws that required any action against the company to be heard in Volusia County, FL. This is a further example of the shareholder unfriendly attitude of this Board, and we believe that the change should be immediately repealed.

 

Wintergreen believes that the Company’s apparent march toward a conversion to a REIT2  would have disastrous results for CTO’s shareholders. Based on our calculations, we estimate that Wintergreen’s plan to maximize value could result in a 64% to 69% premium to the Company’s REIT plan. Wintergreen’s nominees will work to ensure that shareholders receive fair value for their shares. Wintergreen is focused on narrowing the discount and maximizing shareholder value. Wintergreen is in no way beholden to any current member of management or the board, nor is Wintergreen interested in prolonging the process of winding up CTO’s current business which except for trading in the open market right now looks and is valued much like a closed end fund. Most of the land has now been sold, and the portfolio is now liquid and can be liquidated in an orderly sale. We believe CTO’s managements actions continue to cause CTO to trade at a massive discount to NAV. Wintergreen is not interested in permanent employment as directors of CTO.

 

 

 

 

 

 

*Cap Rate of 7.5% from FBR's Oct 31, 2017 update, Models 2019 Est, 8.5% reflects possible 200bps uptick in interest rates

 

**Cap rate of 6.5% matches CTO's REIT World Presentation, Page 27, dated Nov 13, 2017.

 

It is time for CTO’s Board to properly focus on the rights of shareholders and not be beholden to management.

 

We believe a vote for each of these Wintergreen nominees, Liz Cohernour, Evan Ho and David Winters will benefit all shareholders.

 

**********

 

Please direct any questions regarding the information contained in this correspondence to our legal counsel, Edward Horton ((212) 574-1265) of Seward & Kissel LLP, One Battery Park Plaza, New York, NY 10004.

 

Sincerely,

 

 

 

Appendix A

Information Regarding the Nominees

 

Elizabeth N. Cohernour

 

1)The nominee has consented to being named in a proxy statement, to be interviewed by the Corporate Governance Committee and to serving as director if elected (please see attached).

 

2)The nominee is not party to any material proceeding adverse to the Company or any of its subsidiaries nor does she have a material interest adverse to the Company or any of its subsidiaries.

 

3)The nominee does not have a family relationship with any director, executive officer of the Company or with any other nominee for director or executive officer of the Company.

 

4)Ms. Cohernour serves as a director for Wintergreen Partners Offshore Master Fund, Ltd, a Cayman Islands limited duration company. This entity does not have a compensation committee, is not publicly traded, and does not file annual reports with the SEC. Ms. Cohernour is not compensated for serving as a director.

 

5)(a) The nominee has not in the last five years, filed a petition under federal bankruptcy laws or any state insolvency laws, nor has a receiver, fiscal agent or similar officer been appointed by a court for (i) the business or property of nominee, (ii) any partnership in which nominee was general partner, or (iii) any business or corporation for which nominee was an executive officer in at or within two years before the time of such filing.

 

(b)The nominee has not in the last ten years been convicted of a criminal proceeding or is named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses).

 

(c)The nominee has not in the last five years been the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:

 

(i)Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

 

(ii)    Engaging in any type of business practice; or

 

(iii)Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;

 

(d)The nominee has not in the last five years been the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days her right to engage in any activity described in paragraph (c) above, or to be associated with persons engaged in any such activity; and

 

(e)The nominee has not in the last five years, been found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated.

(f)The nominee was not in the last five years, found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated.

 

6)None of the nominee or her related persons has a direct or indirect interest in any transaction or series of similar transactions since the beginning of the Company’s last fiscal year or any currently proposed transaction or series of similar transactions, in which the Company or any of its subsidiaries was or is to be a participant and the amount involved exceeds $120,000.

 

7)Ms. Cohernour does not directly own any shares of common stock of CTO. As of the date of this notice, Wintergreen Advisers, LLC (the “Adviser”) may be deemed to beneficially own 1,553,075 shares of common stock, par value $1.00 per share ("Stock"), of CTO, which constitutes 27.82% of CTO’s Stock outstanding. The Stock was purchased between February 21, 2006 and November 10, 2016. The dates upon which Wintergreen acquired ownership of CTO’s shares is set forth on Appendix B, attached hereto. As of the date of this notice, Wintergreen Partners Fund, LP (the “Partnership”) beneficially owns 294,100 shares of Stock (approximately 5.27% of CTO’s stock outstanding), which includes 5,882 shares of Stock held of record by the Partnership. The Stock was purchased between February 21, 2006 and November 10, 2016. The Adviser is the investment adviser to the Fund which owns 1,232,334 shares of Stock (approximately 22.08% of CTO’s stock outstanding), of which 24,647 shares of Stock are held of record. The Adviser is also the investment adviser to Wintergreen Partners Offshore Master Fund, Ltd, a Cayman Islands exempted company, which owns 26,641 shares of Stock (approximately 0.47% of CTO’s stock outstanding), of which 533 shares of Stock are held of record. The Adviser also serves as investment adviser to the Partnership. Wintergreen has beneficially owned more than 10% of the Stock since May 2006. Solely for the purposes of Section 16 of the Securities Exchange Act of 1943, as amended, the Adviser disclaims beneficial ownership of the Stock except to the extent of its pecuniary interest therein.

 

8)Although there is no formal written agreement, in connection with her position as a director of the Company, it is anticipated that Ms. Cohernour will vote with the other nominees nominated by the Adviser. The nominee does not currently hold any position or office with the Company nor has she ever served previously as a director of the Company. Neither nominee nor any of her associates has any arrangement or understanding with any person with respect to any future employment by the Company or its affiliates, or with respect to any future transactions to which the Company or any of its affiliates will or may be a party.

 

9)Except as disclosed, nominee is not, nor within the past year was, a party to any contract, arrangements or understandings with any person with respect to any securities of the Company, including, but not limited to, joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits, or the giving or withholding of proxies.

 

10)Except as disclosed, there is no arrangement or understanding pursuant to which the nominee is proposed to be elected.

 

11)As previously disclosed, Ms. Cohernour is the Chief Operating Officer of the Adviser, which may be deemed to beneficially own 27.82% of CTO’s Stock. The Adviser is paid a management fee by the Partnership,  the Master  Fund,  and  the  Fund,  respectively.   The management  fee is  calculated  as   a

 

percentage of the net assets of the Partnership, the Master Fund and the Fund, respectively. Ms. Cohernour, as Chief Operating Officer of the Adviser, is entitled to receive a portion of such management fee. Ms. Cohernour is also the managing member of Wintergreen GP, LLC, a Delaware limited liability company that serves as the general partner of the Partnership (the “General Partner”) and holder of special allocation class shares of the Master Fund. Additionally, the General Partner is entitled to receive an allocation of a percentage of the net profits of the Partnership and the Master Fund, and, as an owner of the General Partner, Ms. Cohernour is entitled to receive a portion of such allocation of net profits.

 

12)The nominee has indicated her availability in respect of the meetings of the Board that have been scheduled for calendar year 2018 to the extent that they are known.

 

Evan H. Ho

 

1)The nominee has consented to being named in a proxy statement, to be interviewed by the Corporate Governance Committee and to serving as director if elected (please see attached).

 

2)The nominee is not party to any material proceeding adverse to the Company or any of its subsidiaries nor does he have a material interest adverse to the Company or any of its subsidiaries.

 

3)The nominee does not have a family relationship with any director, executive officer of the Company or with any other nominee for director or executive officer of the Company.

 

4)The nominee is not a director of any entities.

 

5)(a) The nominee has not in the last five years, filed a petition under federal bankruptcy laws or any state insolvency laws, nor has a receiver, fiscal agent or similar officer been appointed by a court for (i) the business or property of nominee, (ii) any partnership in which nominee was general partner, or (iii) any business or corporation for which nominee was an executive officer in at or within two years before the time of such filing.

 

(b)The nominee has not in the last ten years been convicted of a criminal proceeding or is named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses).

 

(c)The nominee has not in the last five years been the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:

 

(i)Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

 

(ii)Engaging in any type of business practice; or

 

(iii)Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;

 

(d)The nominee has not in the last five years been the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days his right to engage in any activity described in paragraph (c) above, or to be associated with persons engaged in any such activity; and

 

(e)The nominee has not in the last five years, been found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated.

 

(f)The nominee was not in the last five years, found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated.

 

6)None of the nominee or his related persons has a direct or indirect interest in any transaction or series of similar transactions since the beginning of the Company’s last fiscal year or any currently proposed

transaction or series of similar transactions, in which the Company or any of its subsidiaries was or is to be a participant and the amount involved exceeds $120,000.

 

7)The nominee has not purchased or sold any securities of the Company during the past two years. No associate of nominee owns beneficially, directly or indirectly, any securities of the Company. Nominee does not own beneficially, directly or indirectly, any securities of any parent or subsidiary of the Company.

 

8)Although there is no formal written agreement, in connection with his position as a director of the Company, it is anticipated that Mr. Ho will vote with the other nominees nominated by the Adviser. As further described below, an independent consulting agreement exists between the Adviser and Value Investor Resources, Inc., of which Mr. Ho is the sole owner. The nominee does not currently hold any position or office with the Company nor has he ever served previously as a director of the Company. Neither nominee nor any of his associates has any arrangement or understanding with any person with respect to any future employment by the Company or its affiliates, or with respect to any future transactions to which the Company or any of its affiliates will or may be a party.

 

9)Except as disclosed, nominee is not, nor within the past year was, a party to any contract, arrangements or understandings with any person with respect to any securities of the Company, including, but not limited to, joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits, or the giving or withholding of proxies.

 

10)Except as disclosed, there is no arrangement or understanding pursuant to which the nominee is proposed to be elected.

 

11)Mr. Ho was an employee of the Adviser from 2006 to 2014. An independent consulting agreement exists between the Adviser and Value Investor Resources, Inc., of which Mr. Ho is the sole owner. Mr. Ho is compensated by the Adviser for research and analytical work. The agreement became effective on January 12, 2015 and continues through the date that this questionnaire was completed. Although there is no formal written agreement, it is anticipated that Mr. Ho will vote with the other nominees nominated by the Adviser. The nominee will not receive any compensation from Wintergreen for his services as director of the Company.

 

12)The nominee has indicated his availability in respect of the meetings of the Board that have been scheduled for calendar year 2018 to the extent that they are known.

 

David J. Winters

 

1)The nominee has consented to being named in a proxy statement, to be interviewed by the Corporate Governance Committee and to serving as director if elected (please see attached).

 

2)The nominee is not party to any material proceeding adverse to the Company or any of its subsidiaries nor does he have a material interest adverse to the Company or any of its subsidiaries.

 

3)The nominee does not have a family relationship with any director, executive officer of the Company or with any other nominee for director or executive officer of the Company.

 

4)The nominee is not a director of any entities.

 

5)(a) The nominee has not in the last five years, filed a petition under federal bankruptcy laws or any state insolvency laws, nor has a receiver, fiscal agent or similar officer been appointed by a court for (i) the business or property of nominee, (ii) any partnership in which nominee was general partner, or (iii) any business or corporation for which nominee was an executive officer in at or within two years before the time of such filing.

 

(b)The nominee has not in the last ten years been convicted of a criminal proceeding or is named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses).

 

(c)The nominee has not in the last five years been the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:

 

(i)Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

 

(ii)Engaging in any type of business practice; or

 

(iii)Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;

 

(d)The nominee has not in the last five years been the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days his right to engage in any activity described in paragraph (c) above, or to be associated with persons engaged in any such activity; and

 

(e)The nominee has not in the last five years, been found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated.

 

(f)The nominee was not in the last five years, found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated.

 

6)None of the nominee or his related persons has a direct or indirect interest in any transaction or series of similar transactions since the beginning of the Company’s last fiscal year or any currently proposed

transaction or series of similar transactions, in which the Company or any of its subsidiaries was or is to be a participant and the amount involved exceeds $120,000.

 

7)Mr. Winters does not directly own any shares of common stock of CTO. However, as Chief Executive Officer of the Adviser, Mr. Winters may be deemed to indirectly beneficially own 1,553,075 shares of common stock of CTO. As of the date of this notice, the Adviser may be deemed to beneficially own 1,553,075 shares of common stock, par value $1.00 per share ("Stock"), of CTO, which constitutes 27.82% of CTO’s Stock outstanding. The Stock was purchased between February 21, 2006 and November 10, 2016. The dates upon which Wintergreen acquired ownership of CTO’s shares is set forth on Appendix B, attached hereto. As of the date of this notice, Wintergreen Partners Fund, LP (the “Partnership”) beneficially owns 294,100 shares of Stock (approximately 5.27% of CTO’s stock outstanding), which includes 5,882 shares of Stock held of record by the Partnership. The Stock was purchased between February 21, 2006 and November 10, 2016. The Adviser is the investment adviser to the Fund which owns 1,232,334 shares of Stock (approximately 22.08% of CTO’s stock outstanding) of which 24,647 shares of Stock are held of record. The Adviser is also the investment adviser to Wintergreen Partners Offshore Master Fund, Ltd, a Cayman Islands exempted company, which owns 26,641 shares of Stock (approximately 0.47% of CTO’s stock outstanding), of which 533 shares of Stock are held of record. The Adviser also serves as investment adviser the Partnership. Wintergreen has beneficially owned more than 10% of the Stock since May 2006. Solely for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the Adviser disclaims beneficial ownership of the Stock except to the extent of its pecuniary interest therein.

 

8)Although there is no formal written agreement, in connection with his position as a director of the Company, it is anticipated that Mr. Winters will vote with the nominees of the Adviser. The nominee does not currently hold any position or office with the Company nor has he ever served previously as a director of the Company. Neither nominee nor any of his associates has any arrangement or understanding with any person with respect to any future employment by the Company or its affiliates, or with respect to any future transactions to which the Company or any of its affiliates will or may be a party.

 

9)Except as disclosed, nominee is not, nor within the past year was, a party to any contract, arrangements or understandings with any person with respect to any securities of the Company, including, but not limited to, joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits, or the giving or withholding of proxies.

 

10)Except as disclosed, there is no arrangement or understanding pursuant to which the nominee is proposed to be elected.

 

11)As previously disclosed, David Winters is CEO and principal of the Adviser, which may be deemed to beneficially own 27.82% of CTO’s Stock. The Adviser is paid a management fee by the Partnership, the Master Fund, and the Fund, respectively. The management fee is calculated as a percentage of the net assets of the Partnership, the Master Fund and the Fund, respectively. Mr. Winters, as CEO of the Adviser, is entitled to receive a portion of such management fee. Mr. Winters is also the managing member of Wintergreen GP, LLC, a Delaware limited liability company that serves as the general partner of the Partnership (the “General Partner”) and holder of special allocation class shares of the Master Fund. Additionally, the General Partner is entitled to receive an allocation of a percentage of the net profits   of

 

the Partnership and the Master Fund, and, as an owner of the General Partner, Mr. Winters is entitled to receive a portion of such allocation of net profits.

 

12)The nominee has indicated his availability in respect of the meetings of the Board that have been scheduled for calendar year 2018 to the extent that they are known.

 

Appendix B