UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
(Amendment
No. 1)
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
The
Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): February 8,
2010
Consolidated-Tomoka
Land Co.
(Exact
name of registrant as specified in its charter)
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Florida
(State
or other jurisdiction of incorporation)
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001-11350
(Commission
File Number)
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59-0483700
(IRS
Employer Identification No.)
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1530
Cornerstone Boulevard, Suite 100
Daytona
Beach, Florida
(Address
of principal executive offices)
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32117
(Zip
Code)
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Registrant’s
telephone number, including area code: (386)
274-2202
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Not
Applicable
(Former
name or former address, if changed since last report.)
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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:
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
EXPLANATORY
NOTE:
Consolidated-Tomoka Land Co. filed a
Form 8-K on February 8, 2010 (the “Form 8-K”) with an incorrect version of the
press release that was attached as Exhibit 99.1. This Form 8-K/A is
being filed to amend the Form 8-K to include the correct press release as
Exhibit 99.1. No other changes to the Form 8-K have been
made.
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers.
On
February 3, 2010, John C. Adams, Jr., notified the Governance Committee of the
Board of Directors (the “Board”) of Consolidated-Tomoka Land Co. (the “Company”)
of his decision not to stand for re-election to the Board at the upcoming annual
meeting of shareholders. Mr. Adams did not refuse to stand for
re-election as a result of any disagreement with the Company on any
matter.
Item
8.01. Other Events.
On
February 8, 2010, the Company issued a press release announcing the decision of
Mr. Adams not to stand for re-election, the nomination of two directors to stand
for election at the 2010 annual meeting of shareholders, the intended inclusion
of two proposals in the Company’s proxy statement for the 2010 annual meeting of
shareholders and the termination of the executive committee of the
Board. A copy of the press release is attached hereto as Exhibit
99.1.
Item
9.01 Financial Statements and Exhibits.
(d)
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 hereunto
duly authorized.
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Date: February
8, 2010
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Consolidated-Tomoka
Land Co.
By:/s/
William H. McMunn
William
H. McMunn, President and Chief Executive Officer
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PRESS
RELEASE
Consolidated-Tomoka Land Co. •
P. O. Box 10809 •
Daytona Beach, FL 32120-0809 •
386-274-2202 • Fax:
386-274-1223
For
Immediate Release
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Date:
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February
8, 2010
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Contact:
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Bruce
W. Teeters, Sr. Vice President
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Phone:
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(386)
274-2202
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Facsimile:
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(386)
274-1223
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Consolidated
Tomoka Announces Actions Related to 2010 Annual Meeting of
Shareholders
DAYTONA
BEACH, FLORIDA (February 8, 2010) – Consolidated-Tomoka Land Co. (NYSE AMEX-CTO)
(the “Company”) announced today that at a meeting of the Company’s Board of
Directors held on February 8, 2010, John C. Adams, Jr. elected not to stand for
re-election to the Board and will retire when his term in Class I expires in
April 2010. William J. Voges, Chairman of the Board, stated “Mr.
Adams has contributed greatly to the success of the Company since joining the
Board in 1977. He has provided the Board with leadership and distinguished
service over the years, and he will be missed. We all wish him the best in his
retirement.” Mr. Adams has also served on the Executive, Audit, and
Compensation Committees, and is currently Chairman of the Compensation
Committee.
The Board has nominated A. Chester
Skinner, III, Jacksonville, Florida, and Thomas P. Warlow, III, Orlando,
Florida, to replace Mr. Adams and John C. Myers, III, who retired in January to
pursue other obligations. Both candidates are well-qualified with
backgrounds and experience in real estate similar to the Company’s real estate
activities. Mr. Warlow was originally nominated to the Board by Wintergreen
Advisers, LLC. Both Messrs. Skinner and Warlow will be
included as Board nominees in the proxy statement for the 2010 annual meeting of
shareholders in addition to the incumbent director, Linda Loomis Shelley, a
noted land use attorney in Tallahassee, FL, whose Class I term expires in 2010
and who has been re-nominated by the Board.
The
Company also announced that after consideration of two shareholder proposals
submitted by Wintergreen Advisers, LLC, the Board has decided to include
proposals in the Company's proxy statement that will provide shareholders with
the opportunity to advise the Board as to whether the Company should conduct an
annual non-binding, advisory vote with respect to executive compensation and
whether the Company should adopt a majority voting standard for the election of
directors in uncontested elections. The Board intends to recommend
that shareholders vote in favor of these proposals.
In
keeping with good corporate governance practices and because the positions of
chairman and chief executive officer are now separately held, the Board approved
termination of its Executive Committee.
Consolidated-Tomoka Land Co. is a Florida-based company
primarily engaged in converting Company owned agricultural lands into a
portfolio of net lease income properties strategically located in the Southeast,
through the efficient utilization of 1031 tax-deferred exchanges. The
Company has low long-term debt and generates over $9 million annually before tax
cash flow from its real estate portfolio. The Company also engages in
selective self-development of targeted income properties. The Company’s adopted
strategy is designed to provide the financial strength and cash flow to weather
difficult real estate cycles. Visit 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. The words "believe," "estimate," "expect,"
"intend," "anticipate," "will," "could," "may," "should," "plan," "potential,"
"predict," "forecast," "project," and similar expressions and variations thereof
identify certain of such forward-looking statements, which speak only as of the
dates on which they were made. Forward-looking statements are made based upon
management's expectations and beliefs concerning future developments and their
potential effect upon the Company. 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.