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 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 transactions 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 fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule
and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
1
CONSOLIDATED-TOMOKA LAND CO.
PROXY IS SOLICITED BY THE BOARD OF DIRECTORS MEETING
DIRECTORS FOR ANNUAL MEETING OF SHAREHOLDERS
APRIL 15, 1999
The undersigned hereby appoints Bob D. Allen and Patricia
Lagoni, each or either of them, as Proxies, each with the power
to appoint his or her 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 February 24, 1999,at the annual meeting
of shareholders to be held April 15, 1999, or any adjournment
or postponement thereof.
Election of three Class II Directors for three-year terms ending
2002.
{ } FOR all nominees list below { } WITHHOLD AUTHORITY to vote for all
(except as marked to the nominees listed below
contrary 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 each proposal.
Please sign exactly as name appears. 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.
2
CONSOLIDATED-TOMOKA LAND CO.
Post Office Box 10809
Daytona Beach, Florida 32120-0809
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
April 15, 1999
To the Shareholders:
The annual meeting of shareholders of Consolidated-Tomoka Land Co.,
a Florida corporation (the "Company"), will be held at the Daytona
Beach Hilton Resort, 2637 South Atlantic Avenue, Daytona Beach,
Florida, on Thursday, April 15, 1999, 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 2002, 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 February 24, 1999
are entitled to notice of, and to participate in and vote at the meeting.
Daytona Beach Hilton Resort has reserved a limited number of rooms
for shareholders attending our meeting. Shareholders who plan to
attend are urged to reserve rooms promptly upon receipt of the
meeting notice by calling 1-904-767-7350.
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
Patricia Lagoni
Secretary
Daytona Beach, Florida
March 22, 1999
3
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.
4
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 22, 1999,
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 15, 1999
(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 February 24, 1999, there were 6,371,833
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.
As of January 31, 1999, Baker, Fentress & Company ("Baker Fentress"),
a publicly owned, closed-end investment company, located at
Madison Plaza, Suite 3510, 200 West Madison Street, Chicago,
Illinois 60606, owned beneficially 5,000,000 shares (78.5%) of
the outstanding shares of common stock of the Company. These
shares were owned of record by Cede & Co., a nominee of Depository
Trust Company, for the account of Baker Fentress. Baker Fentress
has sole voting and dispositive power with respect to these shares.
No other person owned of record, or was known by management to
own beneficially, more than 5% of the Company's outstanding
common stock as of January 31, 1999.
As of December 31, 1998, Baker Fentress had 39,029,101 shares of its
$1 par value common stock outstanding. As of that date, 6,012,811
shares (15.4%) of the common stock of Baker Fentress were held by
the officers and directors of Baker Fentress as a group with power
over voting or disposition of the shares.
See "Interests in Stock" below for information as to the
beneficial ownership of common stock of the Company and of Baker
Fentress as of January 31, 1999 by each director of the Company and
by all directors and officers as a group.
5
ELECTION OF DIRECTORS
The Company's Articles of Incorporation divide the Board
of Directors into three classes, as nearly equal as possible. At
the 1999 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 2002, 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 May 1996
annual meeting except William H. McMunn who is being nominated to
fill the vacancy to be created by James P. Gorter, who has announced
that he will not stand for reelection to the Board of Directors in
April 1999. 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 person named in the proxy
in accordance with their judgment.
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 who
are continuing in office appears below.
6
Name,
Age at January 31, 1999 Class and Other
and Principal Occupation Director Expiration Business
since January 1, 1994 Since of Term Affiliations
John C. Adams, Jr.-age 62(2) 1977 I None
Executive vice president 2001
of Poe and Brown,Inc.;
(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; 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 64(1) 1990 I Director, First Union
Chairman of the board, 2001 of Florida, and
president and chief executive Baker, Fentress &
office of the Company Company
Jack H. Chambers-age 68(3) 1986 III Director, Mobile
Retired; Of Counsel to Law 2000 America Corporation
Firm of Foley & Lardner since
September 1994 to January 1998;
real estate consultant and
investor from January
1994 to September 1994
James P. Gorter-age 69 1988 II Director, Baker,
Chairman of the board 1999 Fentress & Company,
of Baker, Fentress & Company; Levin Management Co.,
limited partner of Goldman, Inc., and Caterpillar,
Sachs & Co. Inc.
(investment bankers)
7
CAPTION>
Name,
Age at January 31, 1999, Class and Other
and Principal Occupation Director Expiration Business
Since January 1, 1994 Since of Term Affiliations
William O. E. Henry-age 71(3) 1977 III None
Practicing attorney and 2000
partner in law firm of
Holland & Knight LLP,
counsel for the Company
Robert F. Lloyd-age 63(2) 1991 II None
Chairman of the board and 1999
chief executive officer of
Lloyd Buick-Cadillac Inc.
William H. McMunn-age 52(4) -- -- None
President, Indigo Development
Inc., a subsidiary of the
Company
John H. Pace, Jr.-age 81(3) 1968 III None
Chairman of Cardinal 2000
Investment Company
investor in securities
and real estate)
David D. Peterson-age 67(1) 1984 I Director, Baker,
Chairman of the executive 2001 Fentress & Company
committee of the Company;
retired president
and chief executive officer
of Baker, Fentress & Company
(a publicly owned, closed-
end investment company)
since June 1996
Bruce W. Teeters-age 53 1990 II None
Senior vice president- 1999
finance and treasurer
of the Company
(1) Member of the executive committee of the Company, which had no meetings in
1998. 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 one meeting
in 1998.
(3 Member of the audit committee, which had one meeting in 1998. The
committee meets with representatives of the Company's independent public
accountants to determine the scope of each audit and review the results.
(4) Nominee for election as director in Class II, replacing James P. Gorter.
8
During 1998, the Board of Directors held one regular and
three special meetings. Each outside director received a fee of $1,000
for each board meeting he attended in 1998. Each outside director
received, in addition to meeting fees, an annual retainer of $14,000,
payable quarterly. Mr. Peterson received as Chairman of the
Executive Committee an additional annual fee of $8,000, payable quarterly.
Members of the executive, audit, and compensation and stock
option committees also received $1,000 for each meeting of those
committees attended in 1998.
All members of the Board attended 75% or more of the meetings of
the Board and all committees on which they served.
9
INTERESTS IN STOCK
The following table contains information at January 31, 1999 on
the number of shares of common stock of the Company and of its
78.5% majority shareholder, Baker, Fentress & Company, of which
each director and director nominee 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 respective companies. 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 January 31, 1999:
Power Over Voting
Shares of and Disposition Aggregate
Consolidated-Tomoka Land Co. Sole Shared Shares Percent
Baker Fentress & Company 5,000,000 -- 5,000,000 78.5%
Madison Plaza, Suite 3510
200 West Madison Street
Chicago, Illinois 60606
John C. Adams, Jr. 10,600(1) -- 10,600(1) 0.1%
Bob D. Allen 111,540(2) -- 111,540(2) 1.8%
Jack H. Chambers 194 1,200 1,394 --
James P. Gorter 2,400 4,000 6,400 0.1%
William O. E. Henry 500 -- 500 --
Robert F. Lloyd 500 -- 500 --
William H. McMunn(3) 33,231(2) -- 33,231(2) 0.5%
John H. Pace, Jr. 400 -- 400 --
David D. Peterson 4,000 -- 4,000 --
Bruce W. Teeters 16,020(2) 16,042 32,062(2) 0.5%
Directors and Officers
as a group (16 persons) 202,086(2) 29,357 231,443(2) 3.6%
10
Power Over Voting
Shares of and Disposition Aggregate
Baker, Fentress & Company Sole Shared Shares Percent
John C. Adams, Jr. 4,365 -- 4,365 --
Bob D. Allen 37,507 46,685 84,192 0.2%
Jack H. Chambers -- 5,227 5,227 --
James P. Gorter 129,332 438,395 567,727 1.5%
William O. E. Henry -- -- -- --
Robert F. Lloyd -- -- -- --
William H. McMunn(3) -- -- -- --
John H. Pace, Jr. 591,539 -- 591,539 1.5%
David D. Peterson 26,926 -- 26,926 0.1%
Bruce W. Teeters -- 593 593 --
Directors and Officers
as a group
(16 persons) (4) 791,495 490,900 1,282,395 3.3%
(1) Does not include 4,400 shares held in trust for his wife
who has sole voting and disposition power over these shares.
(2) Includes shares subject to options that are currently
exercisable or exercisable within 60 days of March 1, 1999:
Bob D. Allen, 42,400 shares; Bruce W. Teeters, 16,000 shares;
William H. McMunn, 16,000 shares; and executive
officers as a group, 58,400 shares.
(3) Director Nominee.
(4) Includes Hugh J. Veley who retired February 26, 1999.
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.
11
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.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL SHAREHOLDER
RETURN AMONG CONSOLIDATED-TOMOKA LAND CO., AMERICAN
STOCK EXCHANGE INDEX, AND REAL ESTATE INDUSTRY INDEX
MEASUREMENT PERIOD AMEX REAL ESTATE
(FISCAL YEAR COVERED) CTO INDEX INDUSTRY
- ------------------- ------------ ------------ ------------
Measurement Pt. - 12/31/93 100.00 100.00 100.00
FYE 12/31/94 82.95 88.33 96.53
FYE 12/31/95 120.51 113.86 110.87
FYE 12/31/96 122.52 120.15 128.92
FYE 12/31/97 137.63 144.57 177.65
FYE 12/31/98 111.65 142.61 130.75
*Due to the unavailability of the previous Housing and
Construction Industry Index,the Real Estate Industry Index
has been revised using Real Estate Subdividers and Developers
as the comparable industry group.
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 met one time during 1998. The committee reviews and approves
salary adjustments for officers and key personnel with salaries in
excess of $50,000, administers the Company's 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 two 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.
12
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 seventeen participants in the
plan during 1998.
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 1998, 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 1998 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 all or 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. Allen, 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.
Allen received no bonus for 1998, based upon the operating results
of the Company.
13
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
SUMMARY COMPENSATION TABLE(a)
LONG TERM
COMPENSATION
AWARDS
Name and Principal FISCAL OTHER ANNUAL #OPTIONS/
Position YEAR SALARY BONUS COMPENSATION(b) SARS
Bob D. Allen 1998 $277,280 $ -0- $ 5,254 20,000
President and 1997 266,616 50,000 1,932,105 20,000
Chief Executive Officer 1996 256,362 72,000 5,395 20,000
Bruce W. Teeters 1998 $173,700 $ -0- $ 3,269 8,000
Senior Vice President- 1997 167,016 18,000 626,113 8,000
Finance & Treasurer 1996 160,596 18,000 2,141 8,000
(a) 12/31 Fiscal Year
(b) Other compensation includes personal use of company
automobile, premium for term life insurance exceeding
$50,000, and 1997 exercise of Stock Options, and Stock
Appreciation Rights.
14
OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
% OF TOTAL POTENTIAL
OPTIONS/SARS VALUE AT ASSUMED
# GRANTED TO PER SHARE ANNUAL RATES OF STOCK
OPTIONS/SARS EMPLOYEES IN DATE EXERCISE EXPIRATION PRICE APPRECIATION
NAME GRANTED (a) FISCAL YEAR OF GRANT PRICE DATE FOR OPTION TERM
5% 10%
Bob D. Allen 20,000 41.7% 01/20/99 $14.75 01/20/09 $185,524 $470,154
Bruce W. Teeters 8,000 16.7% 01/20/99 $14.75 01/20/09 $ 74,210 $188,062
(a) 20% of options become exercisable one year from the grant date.
Options vest 20% per year over the first five years,
and the options expire ten years from the grant date.
15
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 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 1998 by officers named in the compensation table
above is included in the table.
PENSION PLAN
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 1/1/98 NRA 65 NRA 65 NRA 65 NRA65
$ $ $ $ $
50,000 7,132 14,265 21,397 24,963
75,000 11,632 23,265 34,897 40,713
100,000 16,132 32,265 48,397 56,463
125,000 20,632 41,265 61,897 72,213
150,000 25,132 50,265 75,397 87,963
160,000 and Greater* 26,932 53,865 80,797 94,263
16
NRA = normal retirement age
Calendar year of 65th birthday = 1998
1998 Social Security covered compensation level is $31,128
Pension Benefit is Subject to IRC Section 415 Benefit
Limitation of $130,000.
*Pensionable Earnings are Subject to IRC Section 401(a)17
Salary Limitation of $160,000
As of December 31, 1998, the executive officers named in the
compensation table are expected to be credited with years of
service under the amended plan as follows: Mr. Allen, 8 years,
and Mr. Teeters, 19 years.
SECTION 16 REPORTING
During 1998, no one subject to Section 16 of the Securities
Exchange Act of 1934 (the "Exchange Act") with respect to filing
reports of ownership and change in ownership concerning a
registered class of equity securities of the Company failed
to file a timely report required by Section 16(a) of the Exchange
Act.
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
2000 annual meeting, a written copy of their proposal must be
received at the principal executive offices of the Company no later
than December 1, 1999. 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, 1998 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.
Dated: March 22, 1999
17