SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 15)
Consolidated-Tomoka Land Co.
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(Name of Issuer)
Common Stock, par value $1.00 per share
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(Title of Class of Securities)
210226106
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(CUSIP Number)
David J. Winters
Wintergreen Advisers, LLC
333 Route 46 West, Suite 204
Mountain Lakes, New Jersey 07046
(973) 263-2600
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 19, 2008
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(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are to be sent.
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(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 210226106
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Wintergreen Advisers, LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [x]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
1,481,474
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
1,481,474
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,481,474
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.9%
14. TYPE OF REPORTING PERSON*
IA
CUSIP No. 210226106
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Wintergreen Fund, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [x]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland, USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
564,961
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
564,961
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
564,961
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9%
14. TYPE OF REPORTING PERSON*
IC
CUSIP No. 210226106
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Wintergreen Partners Fund, LP
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [x]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
438,240
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
438,240
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
438,240
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.7%
14. TYPE OF REPORTING PERSON*
PN
CUSIP No. 210226106
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Item 1. Security and Issuer.
Consolidated-Tomoka Land Co. (the "Issuer"), Common Stock, par value $1.00
per share (the "Shares").
The address of the Issuer is 1530 Cornerstone Boulevard, Suite 100
Daytona Beach, Florida 32117.
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Item 2. Identity and Background.
(a-c, f) This statement is being filed by (i) Wintergreen Fund, Inc, an
investment company registered under the Investment Company Act of 1940, as
amended ("Wintergreen Fund"), (ii) Wintergreen Partners Fund, LP, a US Private
Investment Fund ("Wintergreen Partners") and (iii) Wintergreen Advisers, LLC, a
Delaware limited liability company ("Wintergreen") which acts as sole investment
manager of the Wintergreen Fund, Wintergreen Partners and other investment
vehicles. (Each of Wintergreen Fund, Wintergreen Partners and Wintergreen may
be referred to herein as a "Reporting Person" and collectively may be referred
to as "Reporting Persons"). The Managing Members of Wintergreen are David J.
Winters and Elizabeth N. Cohernour (the "Managing Members"), each of which is a
citizen of the United States. David J. Winters is the portfolio manager at
Wintergreen and Elizabeth N. Cohernour is the chief operating officer at
Wintergreen.
The principal business and principal office address of each of the Managing
Members, Wintergreen Fund, Wintergreen Partners and Wintergreen is 333 Route 46
West, Suite 204, Mountain Lakes, New Jersey.
(d) None of the Managing Members or Reporting Persons have, during the last
five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) None of the Reporting Persons or the Managing Members have, during the
last five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
were or are subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, Federal or
state securities laws or finding any violation with respect to such laws.
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Item 3. Source and Amount of Funds or Other Consideration.
As of the date hereof Wintergreen may be deemed to beneficially own 1,481,474
Shares.
As of the date hereof Wintergreen Fund beneficially owns 564,961 Shares.
As of the date hereof Wintergreen Partners beneficially owns 438,240 Shares.
The source of funds used to purchase the securities reported herein was the
working capital of Wintergreen Fund, Wintergreen Partners and other investment
vehicles managed by Wintergreen. The aggregate funds used by the Reporting
Persons to make the purchases was approximately $95.1 million.
No borrowed funds were used to purchase the Shares, other than any borrowed
funds used for working capital purposes in the ordinary course of business.
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Item 4. Purpose of Transaction.
Advisory clients of Wintergreen are the beneficial owners of approximately 25.9%
of the Issuer's common stock. Wintergreen has initiated discussions with the
Issuer on maximizing the value of the Daytona properties, through direct
development or partnerships. Wintergreen intends to continue its dialogue with,
and to take an active interest in, the Issuer to encourage strategic focus on
the Volusia county properties. To this end, Wintergreen from time to time, will
communicate with the Issuer and other holders of Common Stock regarding such
matters.
On May 19, 2008, Wintergreen delivered a letter (the "May 19 Letter") to the
Secretary of the Issuer nominating Dianne Neal for membership on the Board of
Directors. A copy of the May 19 Letter is attached hereto as Exhibit B and
incorporated herein by reference.
Wintergreen may in the future purchase additional Shares or dispose of some or
all of such Shares in open-market transactions or privately negotiated
transactions. Wintergreen does not currently have any plans or proposals that
would result in any of the actions described in paragraphs (b) through (j) of
Item 4 of the instructions to Schedule 13D.
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Item 5. Interest in Securities of the Issuer.
(a, b) As of the date hereof, Wintergreen may be deemed to be the beneficial
owner of 1,481,474 Shares, constituting 25.9% of the Shares of the Issuer, based
upon 5,727,515 Shares outstanding as of the date of this filing.
Wintergreen has the sole power to vote or direct the vote of 1,481,474
Shares; has the shared power to vote or direct the vote of 0 Shares; has sole
power to dispose or direct the disposition of 1,481,474 Shares; and has shared
power to dispose or direct the disposition of 0 Shares.
Wintergreen specifically disclaims beneficial ownership in the Shares reported
herein except to the extent of its pecuniary interest therein.
(a, b) As of the date hereof, Wintergreen Fund is the beneficial owner of
564,961 Shares (1), constituting 9.9% of the Shares of the Issuer, based upon
5,727,515 Shares outstanding as of the date of this filing.
Wintergreen Fund has the sole power to vote or direct the vote of 0 Shares;
has the shared power to vote or direct the vote of 564,961 Shares; has sole
power to dispose or direct the disposition of 0 Shares; and has shared power to
dispose or direct the disposition of 564,961 Shares.
(1) Wintergreen Fund has delegated all of its authority to vote or dispose of
the Shares to Wintergreen, its investment manager.
(a, b) As of the date hereof, Wintergreen Partners is the beneficial owner of
438,240 Shares (1), constituting 7.7% of the Shares of the Issuer, based upon
5,727,515 Shares outstanding as of the date of this filing.
Wintergreen Partners has the sole power to vote or direct the vote of 0
Shares; has the shared power to vote or direct the vote of 438,240 Shares; has
sole power to dispose or direct the disposition of 0 Shares; and has shared
power to dispose or direct the disposition of 438,240 Shares.
(1) Wintergreen Partners has delegated all of its authority to vote or dispose
of the Shares to Wintergreen, its investment manager.
(c) Inapplicable.
(d) Inapplicable.
(e) Inapplicable.
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
N/A.
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Item 7. Material to be Filed as Exhibits.
Exhibit A: Agreement between the Reporting Persons to file jointly
Exhibit B: Letter to the Secretary of the Issuer dated May 19, 2008
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Wintergreen Advisers, LLC
By: David J. Winters, Managing Member.
/s/ David J. Winters
______________________________________
Wintergreen Fund, Inc.
By: David J. Winters, Executive Vice President
/s/ David J. Winters
______________________________________
Wintergreen Partners Fund, LP
By: Wintergreen GP, LLC
By: David J. Winters, Managing Member
/s/ David J. Winters
______________________________________
May 20, 2008
Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).
Exhibit A
AGREEMENT
The undersigned agree that this Amendment No 15 to Schedule 13D dated May 20,
2008, relating to the Common Stock, par value $1.00 per share of Consolidated-
Tomoka Land Co. shall be filed on behalf of the undersigned.
Wintergreen Advisers, LLC.
By: David J. Winters, Managing Member
/s/ David J. Winters
______________________________________
Wintergreen Fund, Inc.
By: David J. Winters, Executive Vice President
/s/ David J. Winters
______________________________________
Wintergreen Partners Fund, LP
By: Wintergreen GP, LLC
By: David J. Winters, Managing Member
/s/ David J. Winters
______________________________________
May 20, 2008
Exhibit B
Wintergreen Advisers, LLC
333 Route 46 West
Suite 204
Mountain Lakes, New Jersey
07046
Consolidated-Tomoka Land Co
c/o Linda Crisp, Corporate Secretary
1530 Cornerstone Blvd., Suite 100
Daytona Beach, FL
32117-0809
May 19, 2008
Dear Ms. Crisp:
In response to the letter from the Corporate Governance Committee of
Consolidated-Tomoka Land Co (the "Company") dated May 1, 2008, Wintergreen
Advisers, LLC, a Delaware limited liability company (the "Adviser"), hereby
nominates Dianne Neal as a candidate for membership on the Board of Directors
(the "Board") to fill the vacancy created by the retirement of Bob D. Allen from
the Board. The Adviser is also submitting Frank O'Connor and Maryanne Connors
Brennan as substitute candidates to fill the foregoing vacancy, in the event Ms.
Neal's candidacy is unsuccessful for any reason, and for future vacancies.
In accordance with the instructions provided in the Company's Proxy Statement
filed on March 20, 2008, we hereby submit the following information:
Recommending Shareholder Information
The name and address of the Adviser is Wintergreen Advisers, LLC, 333 Route 46
West, Suite 204, Mountain Lakes, New Jersey 07046. The telephone number of the
Adviser is (973) 263-2600. As of the date of this letter, Wintergreen Advisers,
LLC may be deemed to beneficially own 1,481,474 shares of common stock, par
value $1.00 per share ("Common Stock"), of Consolidated-Tomoka Land Co. (the
"Company"), which constitutes 25.9% of the Common Stock. The undersigned, David
J. Winters, is the Managing Member and CEO of the Adviser. The Adviser is the
investment adviser to Wintergreen Fund, Inc. (the "Fund"), a registered
investment company, which is the beneficial owner of 564,961 shares of Common
Stock (approximately 9.9% of the outstanding shares). The Adviser also serves as
investment adviser to other pooled investment vehicles, which also own
additional shares of Common Stock of the Company (the Fund, the other investment
vehicles and the Adviser shall be referred to collectively herein as
"Wintergreen"). Wintergreen has beneficially owned more than 10% of the Common
Stock of the Company since May 2006. Wintergreen has a good faith intention to
continue to hold the Common Stock through the date of the Company's next annual
meeting.
Shareholder Statement Supporting Nomination
Wintergreen believes that each of the nominees exceeds the minimum qualification
set by the Company's Corporate Governance Committee. Ms. Neal has 20 years of
experience providing financial and business leadership as chief financial
officer of a multi-billion dollar consumer products company. Mr. O'Connor has
over 20 years of experience in measuring, monitoring and managing credit,
compliance, regulatory, operational and fiduciary risk. Ms. Brennan has
extensive experience in land use, zoning and planning board matters, as well as
negotiating and enforcing commercial leases. In Wintergreen's view, each of the
nominees, if elected, would represent all the shareholders and will not serve
the purpose of advancing or favoring any particular shareholder or other
constituency of the Company.
Nominee Information
Name Business Experience
Dianne M. Neal Ms. Neal was formerly the Executive Vice President and
Chief Financial Officer of Reynolds American Inc. Ms.
Neal joined Reynolds Tobacco in 1988 and retired in
2008. She became Executive Vice President of R.J.
Reynolds Tobacco Holdings, Inc. and R.J. Reynolds
Tobacco Company in July 2003. On the creation of
Reynolds American Inc., Ms. Neal was named the
Executive Vice President and Chief Financial Officer
of Reynolds American Inc. in August 2004. Prior to
July 2003, she served as Vice President of Investor
Relations of Reynolds American Inc., a position she
began in June 1999. Ms. Neal holds a Masters of
Business Administration and a Bachelor of Science in
Accounting, both from the Bryan School of Business at
University of North Carolina at Greensboro.
Francis G. O'Connor Mr. O'Connor established Putnam Consultants, LLC in
2005. In this role, he assists bank clients with a
broad range of projects involving banking systems and
risk management. From May, 1995 to August, 2005, Mr.
O'Connor held several positions with JP Morgan Chase
Bank, N.A. most recently as a Credit Executive in
Investor Services. Prior to May, 1995, he worked in
the Bank Supervision Group of the Federal Reserve Bank
of New York. Mr. O'Connor holds an MBA in Management/
International Business and a BS in Finance, both from
the NYU Stern School of Business.
Name Business Experience
MaryAnne Connors Brennan Ms. Brennan is a member of the New Jersey Bar
Association and is a practicing attorney specializing
in commercial and residential real estate development
and transactions. Ms. Brennan started her own law
practice in 2000. Prior to 2000, she was a partner in
the law firm of Muti & Brennan. Ms. Brennan earned
her Juris Doctor from University of Denver College of
Law and her Bachelors Degree from College of William
and Mary.
1) Each 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. The nominee consents will be provided upon request.
2) None of the nominees is party to any material proceeding adverse to the
Company or any of its subsidiaries or has a material interest adverse to the
Company or any of its subsidiaries.
3) None of the nominees has 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. Neal is a member of the board of directors of LandAmerica Financial
Group, Inc., Metavante Technologies, Inc. and the Reynolda House Museum of
American Art. None of the other nominees serve as directors of any other
company.
5) (a) None of the nominees has 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 a nominee, (ii) any partnership in which a nominee was general
partner, or (iii) any business or corporation for which a nominee was an
executive officer in at or within two years before the time of such filing.
(b) None of the nominees has in the last five years been convicted of a criminal
proceeding or is named subject of a pending criminal proceeding (excluding
traffic violations and other minor offenses).
(c) None of the nominees has 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) None of the nominees has 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 the right of such person to engage in any activity described
in paragraph (c) above, or to be associated with persons engaged in any such
activity; and
(e) None of the nominees was in the last five years, 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) None of the nominees was 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 nominees or their related persons has a direct or indirect
interest in any transaction since the beginning of the Company's last fiscal
year or any currently proposed transaction, in which the Company was or is to
be a participant and the amount involved exceeds $120,000.
7) None of the nominees may be deemed to beneficially own any shares of the
Company.
8) There are no relationships between any of the nominees or their immediate
families and Wintergreen. There are no agreements or understandings between
Wintergreen and any of the nominees regarding this nomination.
9) All of the nominees have indicated their availability in respect of the
meetings of the Board that have been scheduled for calendar year 2008.
The information included in this letter represents Wintergreen's best knowledge
as of the date hereof. Wintergreen reserves the right, in the event such
information shall be or become inaccurate, to provide corrective information to
the Company as soon as reasonably practicable, although Wintergreen does not
commit to update any information which may change from and after the date
hereof. We request that the Company hold the nonpublic information of the
nominees (such as their contact information) in confidence and use its best
efforts protect the information in confidence.
Please be advised that neither the delivery of this letter nor the delivery of
additional information, if any, provided by or on behalf of Wintergreen or any
of its affiliates to the Company from and after the date hereof shall be deemed
to constitute an admission by Wintergreen or any of its affiliates that this
letter or any such information is required or is in any way defective or as to
the legality or enforceability of any matter or a waiver by Wintergreen or any
of its affiliates of its right to, in any way, contest or challenge any such
matter.
Please direct any questions regarding the information contained in this letter
to our legal counsel, Patricia Poglinco ((212) 574-1247), or Fola Adamolekun
((212) 574-1320), of Seward & Kissel LLP, One Battery Park Place, New York,
New York 10004.
Sincerely yours,
/s/ David J. Winters
David J. Winters, CEO
Wintergreen Advisers, LLC
NOTE All personal information on the candidates has been removed from this
letter
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