SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------------
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. 26)
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)
November 23, 2010
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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.
- ----------
(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
---------------------
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) [x]
(b) [_]
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
0
8. SHARED VOTING POWER
1,543,075
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
1,543,075
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,543,075 - See Item 5
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.0%
14. TYPE OF REPORTING PERSON*
IA
CUSIP No. 210226106
---------------------
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) [x]
(b) [_]
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
777,024
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
777,024
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
777,024 - See Item 5
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[x]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.6%
14. TYPE OF REPORTING PERSON*
IV
CUSIP No. 210226106
---------------------
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) [x]
(b) [_]
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
391,114
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
391,114
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
391,114 - See Item 5
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[x]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.8%
14. TYPE OF REPORTING PERSON*
PN
CUSIP No. 210226106
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Wintergreen Partners Offshore Master Fund, Ltd.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [_]
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
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
213,762
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
213,762
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
213,762 - See Item 5
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[x]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.7%
14. TYPE OF REPORTING PERSON*
CO
CUSIP No. 210226106
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Renaissance Global Markets Fund
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [_]
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
Canada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
161,175
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
161,175
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
161,175 - See Item 5
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[x]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.8%
14. TYPE OF REPORTING PERSON*
CO
CUSIP No. 210226106
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
David J. Winters
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [_]
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
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
1,543,075
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
1,543,075
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,543,075 - See Item 5
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.0%
14. TYPE OF REPORTING PERSON*
IN
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, a
Maryland USA corporation registered as an investment company under the
Investment Company Act of 1940, as amended ("Wintergreen Fund"), (ii)
Wintergreen Partners Fund, LP, an unregistered pooled investment vehicle
organized as a Delaware USA limited partnership ("Wintergreen Partners"), (iii)
Wintergreen Partners Offshore Master Fund, Ltd., an unregistered pooled
investment vehicle organized as a Cayman Islands exempted company ("Wintergreen
Offshore"), (iv) Renaissance Global Markets Fund, a mutual fund trust organized
under the laws of Ontario Canada ("Renaissance"), (v) Wintergreen Advisers, LLC,
("Wintergreen Advisers"), a Delaware USA limited liability company which acts as
investment manager of Wintergreen Fund, Wintergreen Partners, Wintergreen
Offshore, Renaissance and other investment vehicles, and (vi) David J. Winters,
a citizen of the United States ("David Winters"), the managing member and
portfolio manager of Wintergreen Advisers. (Each of Wintergreen Fund,
Wintergreen Partners, Wintergreen Offshore, Renaissance, Wintergreen Advisers,
and David Winters may be referred to herein as a "Reporting Person" and
collectively may be referred to as "Reporting Persons").
The principal business and principal office address of each of David Winters,
Wintergreen Fund, Wintergreen Partners and Wintergreen Advisers is 333 Route 46
West, Suite 204, Mountain Lakes, New Jersey.
(d) None of the 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 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 Advisers may be deemed to beneficially own
1,543,075 Shares.
As of the date hereof Wintergreen Fund beneficially owns 777,024 Shares.
As of the date hereof Wintergreen Partners beneficially owns 391,114 Shares.
As of the date hereof Wintergreen Offshore beneficially owns 213,762 Shares.
As of the date hereof Renaissance beneficially owns 161,175 Shares.
The source of funds used to purchase the securities reported herein was the
working capital of Wintergreen Fund, Wintergreen Partners, Wintergreen Offshore,
and Renaissance. The aggregate funds used by the forgoing Reporting Persons to
make the purchases was approximately $88.7 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 Advisers are the beneficial owners of
approximately 27.0% of the Issuer's common stock. Wintergreen Advisers has
initiated discussions with the Issuer on maximizing the value of the Daytona
properties, through direct development or partnerships. Wintergreen Advisers
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 Advisers, from time to time, will communicate with the Issuer
and other holders of Common Stock regarding such matters.
On November 23, 2010, Wintergreen delivered two shareholder proposals (the
"November 23 Proposals") to the Issuer. In the November 23 Proposals,
Wintergreen seeks (1) to nominate an independent candidate for one of the
existing seats on Issuer's Board of Directors, and (2) implement annual election
of all directors. A copy of the November 23 Proposals is attached hereto as
Exhibit B and incorporated herein by reference.
The Reporting Persons may in the future purchase additional Shares or dispose of
some or all of such Shares in open-market transactions or privately negotiated
transactions. Other than as described herein, the Reporting Persons do not 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) The Reporting Persons are a group and are each deemed to be the
beneficial owner of 1,543,075 Shares, constituting 27.0% of the Shares of the
Issuer, based upon 5,723,980 Shares outstanding as of the date of this filing.
Each Reporting Person 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 Advisers as investment manager of
Wintergreen Fund, Wintergreen Partners, Wintergreen Offshore and Renaissance,
and David Winters, a managing member and portfolio manager of Wintergreen
Advisers may be deemed to be the beneficial owner of 1,543,075 Shares,
constituting 27.0% of the Shares of the Issuer, based upon 5,723,980 Shares
outstanding as of the date of this filing.
Wintergreen Advisers has the sole power to vote or direct the vote of 0
Shares; has the shared power to vote or direct the vote of 1,543,075 Shares; has
sole power to dispose or direct the disposition of 0 Shares; and has shared
power to dispose or direct the disposition of 1,543,075 Shares.
David Winters has the sole power to vote or direct the vote of 0 Shares;
has the shared power to vote or direct the vote of 1,543,075 Shares; has sole
power to dispose or direct the disposition of 0 Shares; and has shared power to
dispose or direct the disposition of 1,543,075 Shares.
(a, b) As of the date hereof, Wintergreen Fund is the beneficial owner of
777,024 Shares (1), constituting 13.6% of the Shares of the Issuer, based upon
5,723,980 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 777,024 Shares; has sole
power to dispose or direct the disposition of 0 Shares; and has shared power to
dispose or direct the disposition of 777,024 Shares.
(a, b) As of the date hereof, Wintergreen Partners is the beneficial owner of
391,114 Shares (1), constituting 6.8% of the Shares of the Issuer, based upon
5,723,980 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 391,114 Shares; has
sole power to dispose or direct the disposition of 0 Shares; and has shared
power to dispose or direct the disposition of 391,114 Shares.
(a, b) As of the date hereof, Wintergreen Offshore is the beneficial owner of
213,762 Shares (1), constituting 3.7% of the Shares of the Issuer, based upon
5,723,980 Shares outstanding as of the date of this filing.
Wintergreen Offshore has the sole power to vote or direct the vote of 0
Shares; has the shared power to vote or direct the vote of 213,762 Shares; has
sole power to dispose or direct the disposition of 0 Shares; and has shared
power to dispose or direct the disposition of 213,762 Shares.
(a, b) As of the date hereof, Renaissance is the beneficial owner of 161,175
Shares (1), constituting 2.8% of the Shares of the Issuer, based upon 5,723,980
Shares outstanding as of the date of this filing.
Renaissance has the sole power to vote or direct the vote of 0 Shares; has
the shared power to vote or direct the vote of 161,175 Shares; has sole power to
dispose or direct the disposition of 0 Shares; and has shared power to dispose
or direct the disposition of 161,175 Shares.
(c) Wintergreen caused its advisory clients to effect transactions in the
Shares during the past 60 days as set forth below:
DATE TYPE NO OF SHARES PRICE/SHARE
---- ---- ----------- ----------
11/01/10 Purchase 25,517 26.15
11/02/10 Purchase 8,948 26.43
11/03/10 Purchase 27,136 26.94
(d) N/A
(e) N/A
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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 Secretary of Issuer dated November 23, 2010
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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
______________________________________
Wintergreen Partners Offshore Master Fund, Ltd.
By: Wintergreen Advisers, LLC
By: David J. Winters, Managing Member
/s/ David J. Winters
______________________________________
Renaissance Global Markets Fund
By: David J. Winters, Attorney-in-Fact
/s/ David J. Winters
______________________________________
David J. Winters
/s/ David J. Winters
______________________________________
November 29, 2010
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 26 to Schedule 13D dated November
29, 2010, 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
______________________________________
Wintergreen Partners Offshore Master Fund, Ltd.
By: Wintergreen Advisers, LLC
By: David J. Winters, Managing Member
/s/ David J. Winters
______________________________________
Renaissance Global Markets Fund
By: David J. Winters, Attorney-in-Fact
/s/ David J. Winters
______________________________________
David J. Winters
/s/ David J. Winters
______________________________________
November 29, 2010
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
Post Office Box 10809
Daytona Beach, Florida
32120-0809
November 23, 2010
Dear Ms. Crisp:
Wintergreen Advisers, LLC, intends to present the following proposals at the
Consolidated-Tomoka Land Co. (the "Company" or "CTO") 2011 Annual Meeting of
Shareholders (the "Annual Meeting").
Recommending Shareholder Information
The name and address of the recommending shareholder is Wintergreen Advisers,
LLC (the "Adviser"), 333 Route 46 West, Suite 204, Mountain Lakes, New Jersey
07046. The telephone number of the Adviser is (973) 263-2600. The undersigned,
David J. Winters, is the Managing Member and CEO of the Adviser. As of the date
of this letter, Wintergreen Advisers, LLC may be deemed to beneficially own
1,543,075 shares of common stock, par value $1.00 per share ("Common Stock"), of
the Company, which constitutes approximately 27% of the Common Stock. The Common
Stock was purchased between February 21, 2006 and November 3, 2010. The Adviser
is the investment adviser to Wintergreen Fund, Inc. (the "Fund"), a registered
investment company, which is the beneficial owner of 777,024 shares of Common
Stock (approximately 13.6% 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 Annual Meeting and
intends to appear in person or by proxy at the Annual Meeting to present the
following proposals.
Proposal 1
Wintergreen hereby nominates Howard C. Serkin as a candidate for election to the
Company's Board of Directors (the "Board") at the Annual Meeting to serve in the
class of Directors, which after the Annual Meeting, will serve for a term
scheduled to end in 2014. Mr. Serkin is nominated to stand as a candidate for
one of the existing Class II directors seats that will be voted upon at the 2011
shareholder meeting, with the expectation that the Board will not be expanded
beyond its current size of eleven directors.
Supporting Statement
Wintergreen is nominating one highly qualified nominee who is independent from
Wintergreen and who we believe possesses the expertise necessary to work to
restore and enhance shareholder value. The nominee is independent of the Company
in accordance with Listing Standards of NYSE Alternext US LLC and is committed
to exploring all alternatives to increase shareholder value.
In Wintergreen's view, the nominee, 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.
You are urged to vote "FOR" the election of our nominee.
We hereby submit the following information (including the information attached
as Appendix A), with regards to the nominee:
Nominee Information
Name Age
Howard C. Serkin 65
Business Experience
Mr. Serkin has been an investment banker with Heritage Capital Group, Inc. since
1994. He sits on the Boards of various charitable organizations.
Proposal 2
Resolution
RESOLVED: That Article VI (b) of the articles of incorporation of Consolidated-
Tomoka Land Co. be amended and restated in its entirety as follows: Members of
the board shall be elected annually to serve until the next annual meeting of
shareholders and until their successors are elected. Any vacancy occurring in
the board of directors may be filled by a majority of the directors then in
office. A new directorship resulting from an increase in the number of directors
shall be construed to be a vacancy.
Supporting Statement
Wintergreen believes the election of directors is the strongest way that
shareholders influence the directors of any corporation. Currently, our Board
is divided into three classes with each class serving three-year terms. Because
of this structure, shareholders may only vote for one-third of the directors
each year. This is not in the best interest of shareholders because it reduces
accountability.
The performance of our management and our Board is now being more strongly
tested due to economic conditions and the accountability for performance must be
given to the shareholders whose capital has been entrusted in the form of share
investments.
A study by researchers at Harvard Business School and the University of
Pennsylvania's Wharton School titled "Corporate Governance and Equity Prices"
(Quarterly Journal of Economics, February, 2003), looked at the relationship
between corporate governance practices (including classified boards) and firm
performance. The study found a significant positive link between governance
practices favoring shareholders (such as annual directors election) and firm
value. Similarly, one study found that de-staggering the board creates value for
shareholders and noted that proposals to de-stagger boards are often the most
common and popular shareholder proposals (Undoing the Powerful Anti-Takeover
Force of Staggered Boards, October 2006).
Investors generally favor requiring annual elections for all directors.
Shareholder proposals recommending annual elections received support of, on
average, 63% in 2009, according to RiskMetrics Group (2009 RiskMetrics Group
Postseason Report). RiskMetrics Group also found that fewer large capital
companies now maintain classified board structures. A proposal to implement
annual elections for all directors at CTO garnered 79% of shareholder votes at
the 2010 meeting of shareholders, falling just short of the required 85%.
While management may argue that directors need and deserve continuity,
management should become aware that continuity and tenure may be best assured
when their performance as directors is exemplary and is deemed beneficial to the
best interests of the corporation and its shareholders.
Wintergreen regards as unfounded the concern expressed by some that annual
election of all directors could leave companies without experienced directors in
the event that all incumbents a re voted out by shareholders. In the unlikely
event that shareholders do vote to replace all directors, such a decision would
express dissatisfaction with the incumbent directors and reflect a need for
change.
If you agree that shareholders may benefit from greater accountability afforded
by annual election of all directors, please vote "FOR" this proposal.
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
correspondence to our legal counsel, Patricia Poglinco ((212) 574-1247), or Fola
Adamolekun ((212) 574-1320), of Seward & Kissel LLP, One Battery Park Plaza,
New York, New York 10004.
Sincerely yours,
/s/ David J. Winters
David J. Winters, Managing Member
Wintergreen Advisers, LLC
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