<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
<TABLE>
<S> <C>
/ / 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) or Rule 14a-12
</TABLE>
CONSOLIDATED-TOMOKA LAND CO.
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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:
/X/ 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:
<PAGE> 2
CONSOLIDATED-TOMOKA LAND CO.
POST OFFICE BOX 10809
DAYTONA BEACH, FLORIDA 32120-0809
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
MAY 3, 1995
To the Shareholders:
The annual meeting of shareholders of Consolidated-Tomoka Land Co., a
Florida corporation (the "Company"), will be held in the West Roof Room at
Daytona Beach Hilton, 2637 South Atlantic Avenue, Daytona Beach, Florida, on
Wednesday, May 3, 1995, 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
1998, or until their successors are elected and qualified.
2. To consider and act upon a proposal to increase the number of
authorized shares in the Company's 1990 Stock Option Plan for
employees and to extend the term of such plan for an
additional five (5) years.
3. 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 15, 1995, are
entitled to notice of, and to participate in and vote at the meeting.
Daytona Beach Hilton has reserved a limited number of rooms at a
special rate 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 31, 1995
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.
<PAGE> 3
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 31, 1995, 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, May 3, 1995 (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 15, 1995, there were 6,261,272
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 February 21, 1995, 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 (79.9%) 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 February 21, 1995.
As of February 21, 1995, Baker Fentress had 26,441,682 shares of its
$1 par value common stock outstanding. As of that date, 2,969,647 shares
(11.2%) 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 February
21, 1995 by each director of the Company and by all directors and officers as a
group.
The shareholders of Consolidated-Tomoka Land Co., a Delaware
Corporation ("Delaware Corporation"), at the 1993 annual meeting of
shareholders approved a change of the Company's corporate domicile from
Delaware to Florida, which was accomplished through a merger of the Delaware
Corporation with and into its wholly owned subsidiary, CTLC, Inc., a Florida
corporation, followed by a change in the surviving corporation's name to
Consolidated-Tomoka Land Co. All references in this Proxy Statement to dates
of service or actions of the board of directors or shareholders are to the
Company including its predecessor, Consolidated-Tomoka Land Co., a Delaware
Corporation.
PROPOSAL NO. 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 1995 annual meeting of
shareholders, three Class I directors are to be elected, each to hold office
until the annual meeting of shareholders to be held in 1998, or until their
successors are elected and qualified.
1
<PAGE> 4
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 I 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 1992 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.
THE ELECTION OF MESSRS. ADAMS, ALLEN, AND PETERSON 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. ADAMS, ALLEN, AND PETERSON AS DIRECTORS IN
CLASS I. 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.
<TABLE>
<CAPTION>
NAME,
AGE AT JANUARY 31, 1995, CLASS AND OTHER
AND PRINCIPAL OCCUPATION DIRECTOR EXPIRATION BUSINESS
SINCE JANUARY 1, 1990 SINCE OF TERM AFFILIATIONS
------------------------ -------- ---------- ------------
<S> <C> <C> <C>
JOHN C. ADAMS, JR.-AGE 58(2) 1977 I Director, Hilb,
Chairman of the board 1995 Rogal and Hamilton
of Hilb, Rogal and Hamilton Company, Richmond,
Company of Daytona Beach, Virginia
Inc. (an insurance Agency),
chief executive officer from
January 1990 until January
1993; executive vice president
and chief operating officer
since January 1993 of
Hilb, Rogal and Hamilton Company,
Richmond, Virginia, executive vice
president operations from January
1991 until December 1992
BOB D. ALLEN-AGE 60(1) 1990 I Director, First Union
President and chief 1995 Corporation of Florida,
executive officer of the First Union National Bank
Company since March 1990; prior of Florida, and Baker,
thereto, vice chairman of First Fentress & Company
Union Corporation (bank holding
company)
</TABLE>
2
<PAGE> 5
<TABLE>
<CAPTION>
NAME,
AGE AT JANUARY 31, 1995, CLASS AND OTHER
AND PRINCIPAL OCCUPATION DIRECTOR EXPIRATION BUSINESS
SINCE JANUARY 1, 1990 SINCE OF TERM AFFILIATIONS
------------------------ -------- ---------- ------------
<S> <C> <C> <C>
JACK H. CHAMBERS-AGE 64(3) 1986 III Director, Mobile
Of Counsel to Law Firm of Foley 1997 America Corporation
& Lardner since September 1994;
President and chief executive
office of Koger Properties Inc.
from July 1991 to December 1993;
From January 1994 to September
1994 and prior to July 1991,
real estate consultant and investor
JAMES P. GORTER-AGE 65 1988 II Director, Baker,
Chairman of the board 1996 Fentress & Company,
of Baker, Fentress & Company; Caterpillar, Inc.,
limited partner of Goldman, and American
Sachs & Co. (investment bankers) Electronic Components,
Inc. (manufacturer of
electronic and electric
components)
WILLIAM O. E. HENRY-AGE 67(3) 1977 III None
Practicing attorney and 1997
partner in law firm of
Holland & Knight, counsel
for the Company
ROBERT F. LLOYD-AGE 59(2) 1991 II None
Chairman of the board and 1996
chief executive officer of
Lloyd Buick-Cadillac Inc.
since July 1991; prior thereto,
general manager.
JOHN H. PACE, JR.-AGE 77(3) 1968 III None
Chairman of Cardinal 1997
Investment Company (investor
in securities and real
estate)
DAVID D. PETERSON-AGE 63(1) 1984 I Director, Baker,
Chairman of the board of the 1995 Fentress & Company, American
Company, chief executive Electronic Components, Inc.
officer from January 1989 (Manufacturer of electronic and
until March 1990; president electric components), and Elco
and chief executive officer Industries (manufacturer of
of Baker, Fentress & Company industrial fasteners and plastic
(a publicly owned, closed-end and metal components)
investment company)
</TABLE>
3
<PAGE> 6
<TABLE>
<CAPTION>
NAME,
AGE AT JANUARY 31, 1995, CLASS AND OTHER
AND PRINCIPAL OCCUPATION DIRECTOR EXPIRATION BUSINESS
SINCE JANUARY 1, 1990 SINCE OF TERM AFFILIATIONS
------------------------ -------- ---------- ------------
<S> <C> <C> <C>
BRUCE W. TEETERS-AGE 49 1990 II None
Senior vice president-finance 1996
and treasurer of the Company
---------------
</TABLE>
(1) Member of the executive committee of the Company, which had one
meeting in 1994. 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 1994.
(3) Member of the audit committee, which had one meeting in 1994. The
committee meets with representatives of the Company's independent
public accountants to determine the scope of each audit and review
the results.
During 1994, the Board of Directors held one regular and three
special meetings. Each outside director, except Mr. Peterson, received a fee
of $1,000 for each board meeting he attended in 1994. Each outside director
received, in addition to meeting fees, an annual retainer of $12,000, payable
quarterly, except for Mr. Peterson who, in 1994, received an annual fee of
$25,000, payable quarterly, in lieu of directors' fees. Members of the audit
and compensation and stock option committees also received $500 for each
meeting of those committees attended in 1994.
Effective January 1, 1995, meeting fees for the Audit and
Compensation and Stock Option Committees were increased to $1,000 per meeting.
All members of the Board attended at least 75% of the meetings of the
Board and all committees on which they served.
4
<PAGE> 7
INTERESTS IN STOCK
The following table contains information at February 21, 1995 on the
number of shares of common stock of the Company and of its 79.9% majority
shareholder, Baker, Fentress & 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 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 February 21,
1995:
<TABLE>
<CAPTION>
POWER OVER VOTING
AND DISPOSITION AGGREGATE
SHARES OF --------------------------- ---------------------------
CONSOLIDATED-TOMOKA LAND CO. SOLE SHARED SHARES PERCENT
---------------------------- ------------- --------- --------- -------
<S> <C> <C> <C> <C>
Baker, Fentress & Company 5,000,000 -- 5,000,000 79.9%
Madison Plaza, Suite 3510
200 West Madison Street
Chicago, Illinois 60606
John C. Adams, Jr. -- 6,600 (1) 6,600 (1) 0.1%
Bob D. Allen 107,620 (2) -- 107,620 (2) 1.7%
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 --
John H. Pace, Jr. 400 -- 400 --
David D. Peterson 4,000 -- 4,000 --
Bruce W. Teeters 17,600 (2) 604 18,204 (2) 0.3%
Directors and Officers
as a group (16 persons) 135,542 (2) 19,620 155,162 (2) 2.5%
</TABLE>
<TABLE>
<CAPTION>
POWER OVER VOTING
AND DISPOSITION AGGREGATE
SHARES OF -------------------------- --------------------------
BAKER, FENTRESS & COMPANY SOLE SHARED SHARES PERCENT
------------------------- ------------- --------- --------- -------
<S> <C> <C> <C> <C>
John C. Adams, Jr. -- 3,071 3,071 --
Bob D. Allen 23,554 29,305 52,859 0.2%
Jack H. Chambers -- -- -- --
James P. Gorter 123,030 433,748 556,778 2.1%
William O. E. Henry -- -- -- --
Robert F. Lloyd -- -- -- --
John H. Pace, Jr. 488,421 -- 488,421 1.8%
David D. Peterson 26,925 -- 26,925 0.1%
Bruce W. Teeters -- 893 893 --
Directors and Officers
as a group (16 persons) 662,935 468,062 1,130,997 4.3%
</TABLE>
(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 February 27, 1995: Bob D. Allen, 88,000
shares; Bruce W. Teeters, 17,600 shares; and executive officers as a
group, 105,600 shares.
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.
5
<PAGE> 8
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
<TABLE>
<CAPTION>
MEASUREMENT PERIOD AMEX REAL ESTATE
(FISCAL YEAR COVERED) CTO INDEX INDUSTRY INDEX
--------------------- --- ----- --------------
<S> <C> <C> <C> <C>
$ $ $
Measurement Pt. - 12/31/89 100 100 100
FYE 12/31/90 58.29 81.51 51.69
FYE 12/31/91 58.68 104.51 62.64
FYE 12/31/92 65.17 105.62 77.17
FYE 12/31/93 77.69 126.19 113.09
FYE 12/31/94 65.49 114.72 116.40
</TABLE>
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 1994.
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.
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 18 participants in the plan during 1994.
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.
6
<PAGE> 9
The Summary Compensation Table shows the incentive awards (Bonus in the Table)
to the named executive officers for the past three years. For 1994, 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 1994 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 a bonus of
$75,000 which was 66.7% percent more than the amount received in 1994
primarily due to the improved operating results of the Company. Mr.
Allen's individual objectives were met or exceeded in all other major
categories of performance.
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, and Robert
F. Lloyd
SUMMARY COMPENSATION TABLE(a)
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
------------
AWARDS
---------
NAME AND PRINCIPAL FISCAL OTHER ANNUAL #OPTIONS/
POSITION YEAR SALARY BONUS COMPENSATION(B) SARS
------------------------ ------ ------- ------ --------------- ------------
<S> <C> <C> <C> <C> <C>
Bob D. Allen 1994 $236,500 $75,000 $4,510 20,000
President and 1993 227,136 45,000 3,843 20,000
Chief Executive Officer 1992 218,400 70,000 3,636 32,000(c)
Bruce W. Teeters 1994 $148,488 $15,000 $1,740 8,000
Senior Vice President- 1993 142,776 9,000 1,733 8,000
Finance & Treasurer 1992 137,280 35,000 1,473 8,000
</TABLE>
(a) 12/31 Fiscal Year
(b) Other compensation includes personal use of company automobile and premium
for term life insurance exceeding $50,000.
(c) Shares offset by a termination of option to purchase 12,000 shares awarded
under April 26, 1990 grant.
OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
% OF TOTAL POTENTIAL REALIZABLE
OPTIONS/SARS VALUE AT ASSUMED
# GRANTED TO PER SHARE ANNUAL RATES OF STOCK
OPTIONS/SARS EMPLOYEES IN DATE OF EXERCISE EXPIRATION PRICE APPRECIATION
NAME GRANTED(a) FISCAL YEAR GRANT PRICE DATE FOR OPTION TERM
---- -------------- ----------- ------- --------- ------------- ---------------------------
5% 10%
------------ ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Bob D. Allen 20,000 41.7% 01/25/95 $12.12 01/25/05 $152,444 $386,323
Bruce W. Teeters 8,000 16.7% 01/25/95 12.12 01/25/05 60,978 154,529
</TABLE>
(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.
7
<PAGE> 10
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 1994 by officers named in the compensation table
above is included in the table.
TERMINATION AGREEMENTS
On July 3, 1990, the Company's Board of Directors approved a form of
Termination Agreement to be entered into between the Company and certain of its
key employees. Pursuant to this agreement, if, after a change in control of
the Company has occurred, the key employee's employment by the Company is
terminated (a) by the Company other than for cause, disability, or retirement
or (b) by the key employee for good reason, then the key employee would be
entitled to severance pay in an amount equal to two times such employee's
annual base salary at the highest rate in effect during the twelve (12) months
immediately preceding the date of termination. The Termination Agreements
expired in 1994 in accordance with their terms (i.e. four (4) years after the
dates of the Agreements, during which no change in control had occurred).
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
<TABLE>
<CAPTION>
Final Years of Service
Average ---------------------------------------------------
Earnings as 10 20 30 35
of 1/1/94 NRA 65 NRA 65 NRA 65 NRA 65
------------- ------ ------ ------ ------
$ $ $ $ $
<S> <C> <C> <C> <C>
100,000 16,541 33,083 49,624 57,894
125,000 21,041 42,083 63,124 73,644
150,000 25,541 51,083 76,624 89,394
175,000 * 25,541 51,083 76,624 89,394
200,000 * 25,541 51,083 76,624 89,394
225,000 * 25,541 51,083 76,624 89,394
250,000 * 25,541 51,083 76,624 89,394
300,000 * 25,541 51,083 76,624 89,394
350,000 * 25,541 51,083 76,624 89,394
400,000 * 25,541 51,083 76,624 89,394
</TABLE>
NRA = normal retirement age
Calendar year of 65th birthday = 1994
1994 Social Security covered compensation = $24,312.
Pension Earnings are Subject to IRC Section 401(a)17 Salary Limitation of
$150,000.
*Pension Benefit is Subject to IRC Section 415 Benefit Limitation of $118,800.
8
<PAGE> 11
As of December 31, 1994, 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, 4 years, and Mr. Teeters, 15 years.
PROPOSAL NO. 2: APPROVAL OF INCREASE IN STOCK OPTION PLAN SHARES
At their 1990 annual meeting, the Company's shareholders approved a Stock
Option Plan ("The Plan"), pursuant to which 330,000 shares (adjusted for the
100% Stock dividend distributed on August 17, 1992) of the Company's common
stock were approved for issue. The purpose of The Plan, which is administered
by the compensation and stock option committee ("Committee") chosen by the
Board of Directors, is to further the interest of the Company, its
subsidiaries, and its shareholders by providing incentives to key employees who
contribute materially to the success and profitability of the Company. All
hourly and salaried employees of the Company and its subsidiaries, who are
designated by the Committee in its sole discretion to be key employees, are
eligible to participate in The Plan.
The Plan provides for the grant of (a) incentive stock options, which
satisfy the requirements of Section 422A of the Internal Revenue Code, and (b)
nonqualified options, which are not entitled to favorable tax treatment under
Section 422A.
A total of 62,000 shares was available for grant under The Plan at
December 31, 1994. Non-qualified options to purchase an aggregate of 48,000
shares were awarded on January 25, 1995 to six key employees, reducing the
total available shares subject to The Plan to 14,000. Since the adoption of
The Plan in 1990, the following persons have been granted options thereunder:
Mr. Allen (options covering 160,000 shares); Mr. Teeters (42,000 shares); and
all other employees of the Company or its subsidiaries, as a group (114,000
shares, among a total of 5 persons).
At the 1995 annual meeting of Shareholders, a proposal to approve (i) an
increase in the number of shares of the Company's common stock subject to the
Plan from 330,000 shares previously authorized to 530,000 shares and (ii) an
extension of the term of The Plan for an additional five (5) years following
its original expiration date (April 26, 1995) will be submitted for shareholder
approval. The affirmative vote of the holders of a majority of the outstanding
shares of the Company's common stock is required for approval of the increase.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF THE INCREASE. UNLESS A
CONTRARY SPECIFICATION IS INDICATED, THE ENCLOSED PROXY WILL BE VOTED IN FAVOR
OF SUCH APPROVAL.
SECTION 16 REPORTING
During 1994, Patricia Lagoni was 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 and she failed on one occasion to file a timely
report required by Section 16(a) of the Exchange Act. A late Form 4 was filed
on January 20, 1995 for Patricia Lagoni, a vice president of the Company,
reporting a donation of stock on December 15, 1994.
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
1996 annual meeting, a written copy of their proposal must be received at the
principal executive offices of the Company no later than December 1, 1995. 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.
9
<PAGE> 12
ANNUAL REPORT
The Company's annual report to shareholders for the fiscal year ended
December 31, 1994 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 31, 1995
10
<PAGE> 13
Appendix A
CONSOLIDATED-TOMOKA LAND CO.
PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR ANNUAL MEETING OF SHAREHOLDERS
MAY 3, 1995
The undersigned hereby appoints Bruce W. Teeters 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 March 15, 1995, at the annual meeting of
shareholders to be held on May 3, 1995, or any adjournment or postponement
thereof.
PROPOSAL NO. 1 - Election of three Class I Directors for three-year
terms ending 1998.
<TABLE>
<S> <C>
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY to vote for all
(except as marked to the contrary below) nominees listed below
</TABLE>
TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A LINE THROUGH
THE NOMINEE'S NAME IN THE LIST BELOW.
Class I. John C. Adams, Jr., Bob D. Allen, David D. Peterson.
PROPOSAL NO. 2 - Approval of proposed increase in number of shares
subject to Company's 1990 Stock Option Plan from 330,
000 shares to 530,000 shares and extension of Plan
term for additional five (5) years.
[ ] FOR [ ] AGAINST
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
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.
