SCHEDULE DEF 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)
/x/ $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(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:
/ / 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>
CONSOLIDATED-TOMOKA LAND CO.
Post Office Box 10809
Daytona Beach, Florida 32120-0809
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
Wednesday, May 8, 1996, 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 1999, 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 March 15, 1996, 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
April 1, 1996
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>
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 April 1, 1996, 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 8, 1996 (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, 1996, 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 22, 1996, 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 22, 1996.
As of February 22, 1996, Baker Fentress had 27,543,641 shares of its $1
par value common stock outstanding. As of that date, 1,839,294 shares
(6.68%) 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 22, 1996 by each director of the Company and by all directors and
officers as a group.
1
<PAGE>
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.
ELECTION OF DIRECTORS
The Company's Articles of Incorporation divide the Board of Directors
into three classes, as nearly equal as possible. At the 1996 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 1999, 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 April 1993 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. Gorter, Lloyd, 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. Gorter, Lloyd 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.
2
<PAGE>
<TABLE>
<CAPTION>
Name,
Age at January 31, 1996, Class and Other
and Principal Occupation Director Expiration Business
since January 1, 1991 Since of Term Affiliations
------------------------- -------- ----------- -----------
<S> <C> <C> <C>
John C. Adams, Jr.-age 59 (2) 1977 I Director, Hilb,
Chairman of the board 1998 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 since 1994 of
Hilb, Rogal and Hamilton
Company, Richmond, Virginia,
chief operating officer
during 1993 and executive
vice president operations
from January 1991 until
December 1992
Bob D. Allen-age 61(1) 1990 I Director, First Union
President and chief 1998 Corporation of Florida,
executive officer of the First Union National
Company Bank of Florida, and
Baker, Fentress & Company
Jack H. Chambers-age 65(3) 1986 III Director, Mobile
Of Counsel to Law Firm of 1997 America Corporation
Foley & Lardner since
September 1994; president
and chief executive
officer 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 66 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. Electronic
(investment bankers) Components, Inc.
(manufacturer of
electronic and
electric
components)
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
Name,
Age at January 31, 1996, Class and Other
and Principal Occupation Director Expiration Business
Since January 1, 1991 Since of Term Affiliations
------------------------- --------- ---------- ------------
<S> <C> <C> <C>
William O. E. Henry-age 68(3) 1977 III None
Practicing attorney and 1997
partner in law firm of
Holland & Knight, counsel
for the Company
Robert F. Lloyd-age 60(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 78(3) 1968 III None
Chairman of Cardinal 1997
Investment Company
(investor in securities
and real estate)
David D. Peterson-age 64(1) 1984 I Director, Baker,
Chairman of the board of 1998 Fentress & Company
the Company, president and
chief executive officer
of Baker, Fentress & Company
(a publicly owned, closed-
end investment company)
Bruce W. Teeters-age 50 1990 II None
Senior vice president- 1996
finance and treasurer
of the Company
</TABLE>
_______________________
(1) Member of the executive committee of the Company, which had two
meetings in 1995. 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 1995.
(3) Member of the audit committee, which had one meeting in 1995. The
committee meets with representatives of the Company's independent
public accountants to determine the scope of each audit and review the
results.
4
<PAGE>
During 1995, 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 1995. Each outside director
received, in addition to meeting fees, an annual retainer of $12,000, payable
quarterly, except for Mr. Peterson who, in 1995, 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 $1,000 for each
meeting of those committees attended in 1995.
Effective January 1, 1996, the retainer for each director was increased
to $13,000 per year, payable quarterly, and the Chairman of the Board
receives an additional annual fee of $8,000, payable quarterly.
Mr. Peterson began receiving directors meeting fees and a retainer
effective January 1, 1996 in lieu of an annual fee of $25,000.
All members of the Board attended 100% of the meetings of the Board and
all committees on which they served.
5
<PAGE>
INTERESTS IN STOCK
The following table contains information at February 22, 1996 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
22, 1996:
<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) --
Bob D. Allen 96,420 (2) -- 96,420 (2) 1.5%
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 26,000 (2) 624 26,624 (2) 0.4%
Directors and Officers
as a group (16 persons) 132,742 (2) 19,640 152,382(2) 2.4%
</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 0.1%
Bob D. Allen 25,218 31,388 56,606 0.2%
Jack H. Chambers -- -- -- 2.2%
James P. Gorter 130,370 464,591 594,961 2.1%
William O. E. Henry -- -- -- --
Robert F. Lloyd -- -- -- --
John H. Pace, Jr. 523,153 -- 523,153 1.9%
David D. Peterson 26,926 -- 26,926 --
Bruce W. Teeters -- 911 911 --
Directors and Officers
as a group (16 persons) 706,742 501,006 1,207,748 4.4%
</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 25, 1996: Bob D. Allen, 76,800
shares; Bruce W. Teeters, 26,000 shares; and executive officers as a
group, 102,800 shares.
6
<PAGE>
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.
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
- -------------------- --- ----- -----------
<S> <C> <C> <C>
$ $ $
Measurement Pt. - 12/31/90 100 100 100
FYE 12/31/91 100.64 128.20 121.20
FYE 12/31/92 111.94 129.57 149.30
FYE 12/31/93 133.73 154.81 218.79
FYE 12/31/94 112.40 140.75 225.21
FYE 12/31/95 158.04 177.93 241.70
</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
1995. 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.
7
<PAGE>
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 1995.
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 1995,
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 1995 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 the same amount received in 1994 primarily due to the
operating results of the Company. Mr. Allen's individual objectives were met
or exceeded in all other major categories of performance.
8
<PAGE>
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 1995 $246,500 $75,000 $4,897 20,000
President and 1994 236,500 75,000 4,510 20,000
Chief Executive Officer 1993 227,136 45,000 3,843 20,000
Bruce W. Teeters 1995 $154,428 $20,000 $2,205 8,000
Senior Vice President- 1994 148,488 15,000 1,740 8,000
Finance & Treasurer 1993 142,776 9,000 1,733 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.
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% 01/31/96 $17.15 01/31/06 $215,711 $546,654
Bruce W. Teeters 8,000 16.7% 01/31/96 17.15 01/31/06 86,284 218,661
</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.
9
<PAGE>
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 1995 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
-------------------
<TABLE>
<CAPTION>
YEARS OF SERVICE
Final --------------------------------------
Average
Earnings as 10 20 30 35
of 1/1/95 NRA 65 NRA 65 NRA 65 NRA 65
------------ ------- ------- ------- -------
<S> <C> <C> <C> <C>
$ $ $ $ $
100,000 16,444 32,889 49,333 57,556
125,000 20,944 41,889 62,833 73,306
150,000 25,444 50,889 76,333 89,056
175,000* 25,444 50,889 76,333 89,056
200,000* 25,444 50,889 76,333 89,056
225,000* 25,444 50,889 76,333 89,056
250,000* 25,444 50,889 76,333 89,056
300,000* 25,444 50,889 76,333 89,056
350,000* 25,444 50,889 76,333 89,056
400,000* 25,444 50,889 76,333 89,056
</TABLE>
NRA = normal retirement age
Calendar year of 65th birthday = 1995
1995 Social Security covered compensation = $25,926.
*Pension Earnings are Subject to IRC Section 401(a)17 Salary Limitation of
$150,000.
Pension Benefit is Subject to IRC Section 415 Benefit of Limitation of
$120,000.
10
<PAGE>
As of December 31, 1995, 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, 5 years, and Mr. Teeters, 16 years.
SECTION 16 REPORTING
During 1995, 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 1997 annual meeting, a written copy of their proposal must be
received at the principal executive offices of the Company no later than
December 1, 1996. 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, 1995 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: April 1, 1996
11
<PAGE>
APPENDIX A
CONSOLIDATED-TOMOKA LAND CO.
PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR ANNUAL MEETING OF SHAREHOLDERS
MAY 8, 1996
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 March 15, 1996, at the annual meeting of
shareholders to be held on May 8, 1996, or any adjournment or postponement
thereof.
Proposal No. 1 Election of three Class II Directors for three-year
terms ending 1999.
<TABLE>
<S> <C>
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY to vote for a
(except as marked to the contrary nominee listed below
below)
</TABLE>
To withhold authority to vote for any individual nominee, strike a line through
the nominee's name in the list below.
Class II. James P. Gorter, Robert F. Lloyd, 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 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.
