PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934 (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 transaction
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 by registrant statement number, or the
Form or Schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, Schedule or Registrant Statement No.:
(3) Filing party:
(4) Date filed:
CONSOLIDATED-TOMOKA LAND CO.
Post Office Box 10809
Daytona Beach, Florida 32120-0809
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
April 24, 2002
To the Shareholders:
The annual meeting of shareholders of Consolidated-Tomoka Land Co., a
Florida corporation (the "Company"), will be held at the LPGA
International Champions Conference Center, 1030 Champions Drive,
Daytona Beach, Florida, on Wednesday, April 24, 2002, 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
2005, 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, 2002, are
entitled to notice of, and to participate in and vote at the meeting.
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
Linda Crisp
Corporate Secretary
Daytona Beach, Florida
March 15, 2002
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.
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, 2002, 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 24, 2002 (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, 2002, there were 5,615,579
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.
See "Interests in Stock" below for information as to the
beneficial ownership of common stock of the Company as of December 31,
2001 by each director of the Company and by all directors and
executive officers as a group.
PROPOSAL 1: ELECTION OF DIRECTORS
The Company's Articles of Incorporation divide the Board of
Directors into three classes, as nearly equal as possible. At the
2002 annual meeting of shareholders, three Class II directors are to
be elected, each to hold office until the annual meeting of
shareholders to be held in 2005, 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, of the
persons named below who have been designated by the Board of
Directors as nominees for Class II 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 April 1999 annual
meeting. 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.
1
The election of Messrs. Lloyd, McMunn and Teeters 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. Lloyd, McMunn
and Teeters as directors in Class II. 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.
Name,
Age at January 31, 2002, Class and Other
and Principal Occupation Director Expiration Business
since January 1, 1997 Since of Term Affiliations
- ------------------------- --------- ---------- ------------
John C. Adams, Jr.-age 65(1)(2) 1977 I None
Executive vice president of Brown and Brown, Inc. 2004
(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 and executive vice president
operations from January 1994 to December 1998.
Executive vice president of Hilb, Rogal and Hamilton
Company, Richmond, Virginia, from 1993 to December 1998
Bob D. Allen-age 67(1) 1990 I None
Chairman of the board since April 1998; chief 2004
executive officer of the Company from March 1990 to
April 2001; and president of the Company from March
1990 to January 2000
William O. E. Henry-age 74(3) 1977 III None
Practicing attorney and partner in law firm of 2003
Holland & Knight LLP
Robert F. Lloyd-age 66(2) 1991 II None
Chairman of the board and chief executive officer of 2002
Lloyd Buick-Cadillac Inc.
William H. McMunn-age 55(1) 1999 II None
President of the Company since January 2000 and 2002
chief executive officer since April 2001; chief
operating officer of the Company from January 2000
to April 2001; president, Indigo Development Inc.,
a subsidiary of the Company, since December 1990
David D. Peterson-age 70(1)(2) 1984 I None
Chairman of the executive committee of the Company; 2004
retired in June 1996 after serving as president and
chief executive officer of Baker, Fentress & Company
(a publicly owned, closed-end investment company)
2
Name,
Age at January 31, 2002, Class and Other
and Principal Occupation Director Expiration Business
Since January 1, 1997 Since of Term Affiliations
- ------------------------- -------- ---------- ------------
H. Jay Skelton-age 64(3) 2000 III None
President and chief executive officer of DDI, Inc. 2003
(a diversified family holding company) since July 1989
Bruce W. Teeters-age 56 1990 II None
Senior vice president-finance and treasurer of the 2002
Company since January 1988
William J. Voges-age 47(3) 2001 III None
President, chief executive officer since 1997, and 2003
general counsel and executive vice president from 1990
to 1997, of The Root Organization (a private investment
company with diversified holdings)
(1) Member of the Executive Committee of the Company, which had no meetings in 2001.
The Executive Committee has the authority during intervals between meetings of the
Board of Directors to exercise power on matters designated by the Board.
(2) Member of the Compensation and Stock Option Committee, which had two meetings in
2001.
(3) Member of the Audit Committee, which had two meetings with the full committee and
two additional meetings with the Chairman to review quarterly financials in 2001.
The committee meets with representatives of the Company's independent certified
public accountants to determine the scope of each audit and review the results.
The Audit Committee acts under a written charter adopted by the Board of Directors,
a copy of which is attached to this Proxy Statement as Appendix A. All members of
the Audit Committee are "independent" (as defined in Section 121(A) of the American
Stock Exchange Listing Standards).
During 2001, the Board of Directors held one regular and three
special meetings. Each outside director received a fee of $1,500 for
each board meeting he attended in 2001. Each outside director
received, in addition to meeting fees, an annual retainer of $15,000,
payable quarterly. Mr. Peterson received, as Chairman of the
Executive Committee, an additional annual fee of $9,000, payable
quarterly. Members of the Executive, Audit, and Compensation and
Stock Option Committees also received $1,500 for each meeting of those
committees attended in 2001, and Chairmen of those committees received
$2,000 per meeting attended. Audit Committee members received an
Audit Committee fee of $500 for each quarterly review of the Company's
audited financial statements.
All members of the Board attended all of the meetings of the
Board and all committees on which they served.
3
INTERESTS IN STOCK
The following table contains information at December 31, 2001 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, 2001:
Power over Voting
and Disposition Aggregate
Name Sole Shared Shares Percent
- ---- ----------------- -------------------
Shufro, Rose & Co., LLC (1) 281,400 -- 281,400 5.0%
745 Fifth Avenue
New York, NY 10151-2600
John C. Adams, Jr. 11,600 (2) -- 11,600 (2) 0.2%
Bob D. Allen 88,634 -- 88,634 1.6%
William O. E. Henry 500 -- 500 --
Robert F. Lloyd 500 -- 500 --
William H. McMunn 27,007 -- 27,007 0.4%
David D. Peterson 4,887 -- 4,887 --
H. Jay Skelton -- 1,000 1,000 --
Bruce W. Teeters 18,215 57 18,272 0.3%
William J. Voges 430 289(3) 719 --
Directors and Executive Officers
as a group (9 persons) 159,869 15,054 174,923 3.1%
(1) Registered Broker/Dealer and Investment Advisors with offices at the above address.
Information derived from Schedule 13G, dated February 13, 2002, 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) Shares held jointly with his wife.
CERTAIN TRANSACTIONS
Mr. William J. Voges, a Director of the Company, is an officer
and director of Root Real Estate Corp., the managing general partner
of Root Riverfront Partners, Ltd. ("Root Riverfront Partners"), as
well as a trustee of the limited partners holding a majority of
interest in Root Riverfront Partners. Root Riverfront Partners was
the mortgagor of a mortgage held by Indigo Development Inc., a
subsidiary of the Company, relating to the Indigo Professional Centre
located in Daytona Beach, Florida. The underlying note was originated
on December 31, 1996, in the amount of $1,220,000 and bearing interest
at 8.5% per annum. The note was paid in full March 1, 2001.
William O. E. Henry, a Director of the Company, is a partner in
the law firm of Holland & Knight LLP, which served as counsel to the
Company during the fiscal year ended December 31, 2001.
4
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 (MG
Industry Group).
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL SHAREHOLDER RETURN AMONG
CONSOLIDATED-TOMOKA LAND CO., AMERICAN STOCK EXCHANGE INDEX,
AND REAL ESTATE INDUSTRY INDEX
FISCAL YEAR ENDING
-------------------------------------------------------------------
Company/Index/Market 12/31/1996 12/31/1997 12/31/1998 12/31/1999 12/31/2000 12/31/2001
- -------------------- ---------- ---------- ---------- ---------- ---------- ----------
Consolidated-Tomoka
Land Co. 100.00 112.33 91.13 84.12 79.74 135.08
Real Estate Development 100.00 137.79 101.41 99.20 78.03 89.79
AMEX Market Index 100.00 120.33 118.69 147.98 146.16 139.43
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 they
met twice during 2001. The Committee reviews and approves salary
adjustments for officers and key personnel with salaries in excess of
$50,000, administers the Company's 2001 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 2001.
5
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 2001, 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
2001 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 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. McMunn, 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. McMunn
received no bonus for 2001, based upon the operating results of the
Company.
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;
Robert F. Lloyd and David D. Peterson.
SUMMARY COMPENSATION TABLE
The following table sets forth the annual, long-term and other
compensation for our Chief Executive Officer and each of the other
executive officers during the last fiscal year, as well as the total
annual compensation for each such individual for the two previous
fiscal years.
6
LONG-TERM
COMPENSATION
AWARDS AWARDS SECURITIES
NAME AND PRINCIPAL FISCAL OTHER ANNUAL UNDERLYING
POSITION YEAR(a) SALARY BONUS COMPENSATION(b) OPTIONS/SARS
- ------------------ ------- ------ -------- --------------- -----------------
Bob D. Allen 2001 $204,006 $ -0- $6,212 -0-
Chairman of the Board 2000 $299,904 $118,000 $6,301 -0-
1999 $288,372 $ 90,000 $6,609 20,000
William H. McMunn 2001 $219,336 $ -0- $4,796 20,000
President and 2000 $200,004 $ 70,000 $5,110 -0-
Chief Executive Officer 1999 $160,248 $ 50,000 $5,199 8,000
Bruce W. Teeters 2001 $195,387 $ -0- $2,227 8,000
Senior Vice President - 2000 $187,872 $ 40,000 $3,371 -0-
Finance and Treasurer 1999 $180,648 $ 25,000 $3,244 8,000
(a)12/31 Fiscal Year
(b)Other compensation includes personal use of company automobile, premium for term life insurance exceeding $50,000.
OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
The following table sets forth information concerning options
granted to executive officers named in the Summary Compensation Table
during the fiscal year ended December 31, 2001:
% OF TOTAL
POTENTIAL REALIZABLE
OPTIONS/SARS
# PER VALUE AT ASSUMED
OPTIONS/ GRANTED TO DATE SHARE ANNUAL RATES OF STOCK
SARS EMPLOYEES IN OF EXERCISE EXPIRATION PRICE APPRECIATION
NAME GRANTED(1) FISCAL YEAR GRANT PRICE DATE FOR OPTION TERM(2)
- -------------------------------------------------------------------------------------------
5% 10%
---------------------
Bob D. Allen -0-
William H. McMunn 20,000 43.5% 04/25/01 $14.45 04/25/11 $181,751 $460,592
Bruce W. Teeters 8,000 17.4% 04/25/01 $14.45 04/25/11 $ 72,700 $184,237
(1) Each of these options was granted pursuant to the 2001 Stock Option Plan and is
subject to the terms of such plan. These options are exercisable to no more than one-fifth
(1/5) of the total number of shares covered by the option during each twelve (12) month
period commencing twelve (12) months after the date of grant on April 25, 2001. In
addition, each of these option grants included a tandem SAR, exercisable only to the extent
that the related option is exercisable. Upon the exercise of a tandem SAR, the holder is
entitled to receive the value of the SAR, calculated by subtracting the excess of the fair
market value of the common stock over the exercise price of the related option from the
quotient obtained by dividing such amount by one minus the holders' personal income tax
rate. The tandem SAR is payable upon exercise in cash or common stock, at the discretion
of the stock option committee. The tandem SAR can be exercised only until the later of
7
OPTIONS/SAR GRANTS IN LAST FISCAL YEAR (CONTINUED)
the end of (i) the 90-day period following the exercise of the related option or (ii) the
10-day period beginning on the 3rd business day after the date on which the Company releases
its official financial data for the quarter in which the related option was exercised.
(2) Potential gains are calculated net of the exercise price but before taxes
associated with the exercise. These amounts represent hypothetical gains that could be
achieved for the options if they were exercised at the end of the option term. The assumed
5% and 10% rates of stock appreciation are based on appreciation from the exercise price
per share. These rates are provided in accordance with the rules of the SEC and do not
represent our estimate or projection of our future common stock price. Actual gains, if
any, on stock option exercises are dependent on our future financial performance, overall
stock market conditions and the option holders' continued employment through the vesting
period. These amounts do not include the value of the options' tandem SARs because the
value of such SARs will not be determinable until the time of exercise.
AGGREGATE OPTION/SAR EXERCISES DURING FISCAL YEAR 2001
AND FISCAL YEAR END OPTION/SAR VALUES
The following table provides information related to options
exercised by the named executive officers during the fiscal year ended
December 31, 2001 and the number of options at fiscal year end which
are currently exercisable.
NUMBER OF SECURITIES VALUE OF UNEXERCISED
SHARES VALUE UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS/SARS
ACQUIRED ON REALIZED OPTIONS AT FY-END(2) AT FY-END($)(3)
NAME EXERCISE(#) (1)($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- -------------------------------------------------------------------------------------------
Bob D. Allen 80,000 473,432 -- -- $ -- $ --
William H. McMunn 40,000 325,621 -- 20,000 $ -- $108,600
Bruce W. Teeters 40,000 320,367 -- 8,000 $ -- $ 43,440
(1) This amount includes $185,112 for Bob D. Allen; $124,853 for William H. McMunn; and
$119,599 for Bruce W. Teeters realized upon the exercise of tandem SARs related to these
options.
(2) These amounts do not include tandem SARs.
(3) These amounts do not include the value of the options' tandem SARs because the
value of such SARs will not be determinable until the time of exercise.
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
8
DEFERRED COMPENSATION PLANS (CONTINUED)
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 2001 by officers named in the
compensation table above is included in the table.
PENSION PLAN
The Company maintains a defined benefit plan for all employees
who have attained the age of 21 and completed one year of service.
Pension benefits are based primarily on years of service and the
average compensation for the five highest years during the final ten
years of employment. The benefit formula generally provides for a
life annuity benefit. 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 1/1/01 NRA=65 NRA=65 NRA=65 NRA=65
----------- -------------------------------------------
$ 50,000 $ 6,767 $13,535 $20,302 $23,685
$ 75,000 $11,267 $22,535 $33,802 $39,435
$100,000 $15,767 $31,535 $47,302 $55,185
$125,000 $20,267 $40,535 $60,802 $70,935
$150,000 $24,767 $49,535 $74,302 $86,685
$160,000 $26,567 $53,135 $79,702 $92,985
$170,000 & Greater $28,367 $56,735 $85,102 $99,285
NRA = normal retirement age
Calendar year of 65th birthday = 2001
2001 Social Security covered compensation level is $37,212.
Pension Benefit is Subject to IRC Section 415 Benefit Limitation of $140,000.
Pensionable Earnings are Subject to IRC Section 401(a)17 Salary Limitation of $170,000.
As of December 31, 2001, the executive officers named in the
compensation table above are expected to be credited with years of
service under the amended plan as follows: Mr. Allen, 11 years, Mr.
McMunn, 11 years, and Mr. Teeters, 22 years.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
None of the members of the Compensation Committee have ever
served as officers or employees of the Company or any of its
subsidiaries or had any relationship with the Company requiring
disclosure under applicable SEC regulations.
9
AUDIT COMMITTEE REPORT
In connection with the preparation and filing of the Company's
Annual Report on Form 10-K for the year ended December 31, 2001:
The Audit Committee reviewed and discussed the audited
financial statements with management;
The Audit Committee discussed with the independent auditors
the material required to be discussed by Statement of
Auditing Standards 61; and
The Audit Committee reviewed the written disclosures and the
letter from the independent auditors required by the
Independence Standards Board Standard No. 1 and discussed
with the auditors any relationships that may impact their
objectivity and independence and satisfied itself as to the
auditors' independence.
Based on the review and discussions referred to above, the Audit
Committee recommended to the Board of Directors of the Company that
the audited financial statements be included in the Annual Report on
Form 10-K for the year ended December 31, 2001.
By the Audit Committee: William O. E. Henry, Chairman; H. Jay
Skelton and William J. Voges
INFORMATION CONCERNING INDEPENDENT AUDITORS
The Company has selected the firm of Arthur Andersen LLP to serve
as the independent auditors for the Company for the current fiscal
year ending December 31, 2002. That firm served as the Company's
independent auditors for its fiscal year ended December 31, 2001. It
is expected that representatives of Arthur Andersen LLP will be
present at the Shareholders' meeting and will respond to appropriate
questions.
Audit Fees. Arthur Andersen LLP billed the Company $51,000, in
the aggregate, for professional services rendered by them for the
audit of the Company's annual financial statements for the fiscal year
ended December 31, 2001, and the reviews of the interim financial
statements included in the Company's Form 10-Q's filed during the
fiscal year ended December 31, 2001.
Financial Information Systems Design and Implementation Fees.
Arthur Andersen LLP provided no professional services to the Company
of the nature described in Paragraph (c)(4)(ii) of Rule 2-01 of
Regulation S-X during the fiscal year ended December 31, 2001.
All Other Fees. Arthur Andersen LLP billed the Company $51,600,
in the aggregate, for all other services rendered by them (other than
those covered above under "Audit Fees" and "Financial Information
Systems Design and Implementation Fees") during the fiscal year ended
December 31, 2001. This amount generally included fees for tax-
related services and other professional services.
10
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires
directors and executive officers and persons who beneficially own more
than 10% of our common stock to file with the SEC and American Stock
Exchange initial reports of beneficial ownership and reports of
changes in beneficial ownership of the Company's common stock.
Directors, executive officers and beneficial owners of more than 10%
of our common stock are required by SEC rules to furnish the Company
with copies of all such reports. To the Company's knowledge, based
solely upon a review of the copies of such reports furnished to the
Company and written representations from directors and executive
officers that no other reports were required, the Company believes
that only the following Section 16(a) filing requirements applicable
to directors and executive officers were not timely complied with
during the fiscal year ended December 31, 2001: a Form 4 for Mr.
Adams, that was filed late in January 2002, regarding a reportable
transaction occurring in August 2001, on the sale of 800 shares.
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 2003 annual meeting,
a written copy of their proposal must be received at the principal
executive offices of the Company no later than November 15, 2002.
Proposals submitted outside the provisions of Rule 14a-8 will be
considered untimely if submitted after January 29, 2003. 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, 2001, 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.
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APPENDIX A
AUDIT COMMITTEE CHARTER
Organization
There shall be a committee of the board of directors to be known as
the audit committee. The audit committee shall be composed of
directors who are independent of the management of the corporation and
are free of any relationship that, in the opinion of the board of
directors, would interfere with their exercise of independent judgment
as a committee member.
Statement of Policy
The audit committee shall provide assistance to the corporate
directors in fulfilling their responsibility to the shareholders,
potential shareholders, and investment community relating to corporate
accounting, reporting practices of the corporation, and the quality
and integrity of the financial reports of the corporation. In so
doing, it is the responsibility of the audit committee to maintain
free and open means of communication between the directors, the
independent auditors, and the financial management of the corporation.
Responsibilities
In carrying out its responsibilities, the audit committee believes its
policies and procedures should remain flexible, in order to best react
to changing conditions and to ensure to the directors and
shareholders that the corporate accounting and reporting practices of
the corporation are in accordance with all requirements and are of the
highest quality.
I. CONTINUOUS ACTIVITIES - GENERAL
1. Provide an open avenue of communication between the
independent auditor, Management and the Board of Directors.
2. Meet as circumstances require. The Committee may ask
members of management or others to attend meetings and
provide pertinent information as necessary.
3. Confirm and assure the independence of the independent
auditor.
4. Review with the independent auditor and management the
coordination of audit efforts to assure completeness of
coverage, reduction of redundant efforts, and the effective
use of audit resources.
5. Inquire of management and the independent auditor about
significant risks or exposures and assess the steps
management has taken to minimize such risk.
6. Consider a review with the independent auditor and
management:
The adequacy of the company's internal controls including
computerized information system controls and security.
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Related findings and recommendations of the independent
auditor together with management's responses.
7. Consider and review with management and the independent
auditor:
Significant findings during the year, including the Status
of Previous Audit Recommendations.
Any difficulties encountered in the course of audit work
including any restrictions on the scope of activities
or access to required information.
8. Meet periodically with the independent auditor and
management in separate executive sessions to discuss any
matters that the Committee or these groups believe should be
discussed privately with the Audit Committee.
9. Report periodically to the Board of Directors on significant
results of the foregoing activities.
10. Instruct the independent auditor that the Board of
Directors, as the Shareholders' representative, is the
auditor's client.
II. CONTINUOUS ACTIVITIES - RE: REPORTING SPECIFIC POLICIES
1. Advise financial management and the independent auditor they
are expected to provide a timely analysis of significant
current financial reporting issues and practices.
2. Provide that financial management and the independent
auditor discuss with the audit committee their qualitative
judgments about the appropriateness, not just the
acceptability, of accounting principles and financial
disclosure practices used or proposed to be adopted by the
American Institute of Certified Public Accountants and,
particularly, about the degree of aggressiveness or
conservatism of its accounting principles and underlying
estimates.
3. Inquire as to the auditor's independent qualitative
judgments about the appropriateness, not just the
acceptability, of the accounting principles and the clarity
of the financial disclosure practices used or proposed to be
adopted.
4. Inquire as to the auditor's views about whether management's
choices of accounting principles are conservative, moderate,
or aggressive from the perspective of income, asset, and
liability recognition, and whether those principles are
common practices or are minority practices.
5. Determine, as regards to new transactions or events, the
auditor's reasoning for the appropriateness of the
accounting principles and disclosure practices adopted by
management.
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6. Assure that the auditor's reasoning is described in
determining the appropriateness of changes in accounting
principles and disclosure practices.
III. SCHEDULED ACTIVITIES
1. Recommend the selection of the independent auditor for
approval by the Board of Directors, review and approve
compensation of the independent auditor, and review and
approve the discharge of the independent auditor.
2. Consider, in consultation with the independent auditor and
management, the audit scope and plan of the independent
auditor.
3. Review with management the results of annual audits and
related comments:
The independent auditors' audit of the company's annual
financial statements, accompanying footnotes and its
report thereon.
Any significant changes required in the independent
auditor's audit plans.
Any difficulties or disputes with management encountered
during the course of the audit.
Other matters related to the conduct of the audit which are
to be communicated to the Audit Committee under Generally
Accepted Auditing Standards.
4. Arrange for the independent auditor to be available to the
full Board of Directors at least annually to help provide a
basis for the board to approve appointment of the auditor.
5. Assure that the auditor's reasoning is reviewed in accepting
or questioning significant new estimates by management.
6. Review and approve requests for any management consulting
engagement to be performed by the Company's independent
auditor and be advised of any other study undertaken at the
request of management that is beyond the scope of the audit
engagement letter.
7. Review and update the Committee's Charter annually.
Dated: August 2, 2000
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CONSOLIDATED-TOMOKA LAND CO.
PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR ANNUAL
MEETING OF SHAREHOLDERS
APRIL 24, 2002
The undersigned hereby appoints Bob D. Allen and David D.
Peterson, each or either of them, as Proxies, each with the power to
appoint his 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, 2002, at the annual meeting of shareholders to be held April
24, 2002, or any adjournment or postponement thereof.
Election of three Class II Directors for three-year terms ending
2005.
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY
(except as marked to the contrary below) to vote for all
nominees listed below
To withhold authority to vote for any individual nominee, strike
a line through the nominee's name in the list below.
Class II. Robert F. Lloyd, William H. McMunn, and Bruce W.
Teeters
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 the proposal.
Please sign exactly as name appears below. 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.
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