PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant /X/
Filed by the party other than the Registrant/ /
Check the appropriate box: / /
<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 14-a12
</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/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-
6(i)(1) and 0-11.
(1) Title of each class of securities to which
transaction applies.
(2) Aggregate number of securities to which 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:
1
<PAGE>
CONSOLIDATED-TOMOKA LAND CO.
Post Office Box 10809
Daytona Beach, Florida 32120-0809
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
April 23, 1997
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, April 23, 1997, 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 2000, 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 10, 1997,
are entitled to notice of, and to participate in and vote at the meeting.
Daytona Beach Hilton Resort has reserved a limited number of
rooms for shareholders attending our meeting. Shareholders who plan
to attend are urged to reserve rooms promptly upon receipt of the
meeting notice by calling 1-904-767-7350.
A complete list of shareholders as of the record date will be
available for shareholders' inspection at the Corporate Offices at
149 South Ridgewood Avenue, Daytona Beach, Florida, for at least
ten days prior to the meeting.
By Order of the Board of Directors
Patricia Lagoni
Secretary
Daytona Beach, Florida
March 25, 1997
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.
2
<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 March 25, 1997, in connection
with the solicitation by the Board of Directors of the Company of proxies
to be used at the annual meeting of shareholders to be held on Wednesday,
April 23, 1997 (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 10, 1997, 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 24, 1997, 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 24,
1997.
As of February 24, 1997, Baker Fentress had 34,042,181 shares of
its $1 par value common stock outstanding. As of that date, 6,445,103
shares (19.0%) 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 24, 1997 by each director of the Company and
by all directors and officers as a group.
ELECTION OF DIRECTORS
The Company's Articles of Incorporation divide the Board of
Directors into three classes, as nearly equal as possible. At the 1997
annual meeting of shareholders, three Class III directors are to be
elected, each to hold office until the annual meeting of shareholders to
be held in 2000, 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
III unless authority to do so is withheld.
3
<PAGE>
All nominees for election as directors are now directors, each
having been elected by the shareholders at the May 1994 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. Chambers, Henry, and Pace 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. Chambers, Henry, and Pace
as directors in Class III. 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, 1997, Class and Other
and Principal Occupation Director Expiration Business
since January 1, 1992 Since of Term Affiliations
-------------------------- --------- ---------- ----------------
<S> <C> <C> <C>
John C. Adams, Jr.-age 60(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);
executive vice president
operations from January 1994;
to present; chief executive
officer from January 1990 until
January 1993. Executive vice
president since 1993 of
Hilb, Rogal and Hamilton
Company, Richmond, Virginia,
chief operating officer
during 1993
Bob D. Allen-age 62(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 66(3) 1986 III Director, Mobile
Of Counsel to Law Firm of 1997 America
Foley & Lardner since Corporation
September 1994; real
estate consultant and
investor from January
1994 to September 1994;
president and chief
executive officer of Koger
Properties Inc. from
July 1991 to December 1993
James P. Gorter-age 67 1988 II Director, Baker,
Chairman of the Board 1999 Fentress & Company,
of Baker, Fentress & Company; Levin Management Co., Inc.,
limited partner of Goldman, and Caterpillar, Inc.
Sachs & Co.
(investment bankers)
4
<PAGE>
Name,
Age at January 31, 1997, Class and Other
and Principal Occupation Director Expiration Business
Since January 1, 1992 Since of Term Affiliations
- ---------------------------- --------- ----------- -------------
William O. E. Henry-age 69(3) 1977 III None
Practicing attorney and 1997
partner in law firm of
Holland & Knight LLP, counsel
for the Company
Robert F. Lloyd-age 61(2) 1991 II None
Chairman of the board and 1999
chief executive officer of
Lloyd Buick-Cadillac Inc.
John H. Pace, Jr.-age 79(3) 1968 III None
Chairman of Cardinal 1997
Investment Company
(investor in securities
and real estate)
David D. Peterson-age 65(1) 1984 I Director, Baker,
Chairman of the board of 1998 Fentress & Company
the Company; retired president
and chief executive officer
of Baker, Fentress & Company
(a publicly owned, closed-
end investment company) since
June 1996
Bruce W. Teeters-age 51 1990 II None
Senior vice president- 1999
finance and treasurer
of the Company
</TABLE>
- ---------------------------------------
(1) Member of the executive committee of the Company, which had
one meeting in 1996. 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
two meetings in 1996.
(3) Member of the audit committee, which had one meeting in 1996.
The committee meets with representatives of the Company's
independent public accountants to determine the scope of each
audit and review the results.
During 1996, the Board of Directors held one regular and three
special meetings. Each outside director received a fee of $1,000
for each board meeting he attended in 1996. Each outside director
received, in addition to meeting fees, an annual retainer of $13,000,
payable quarterly. Mr. Peterson in 1996, began receiving as Chairman
of the Board an additional annual fee of $8,000, payable quarterly.
Members of the audit and compensation and stock option committees
also received $1,000 for each meeting of those committees attended
in 1996.
All members of the Board attended 75% or more 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 24, 1997 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
24, 1997:
<TABLE>
<CAPTION>
Power Over Voting
Shares of and Disposition Aggregate
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 121,220 (2) -- 121,220 (2) 1.9%
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 34,000 (2) 624 34,624 (2) 0.6%
Directors and Officers
as a group (16 persons) 165,542 (2) 19,640 185,182 (2) 3.1%
Power Over Voting
Shares of Baker, and Disposition Aggregate
Fentress & Company Sole Shared Shares Percent
- ------------------------ -------------------- --------- -----------
John C. Adams, Jr. -- 3,631 3,631 --
Bob D. Allen 27,782 34,580 62,362 0.2%
Jack H. Chambers -- 3,000 3,000 --
James P. Gorter 143,626 491,590 635,216 1.9%
William O. E. Henry -- -- -- --
Robert F. Lloyd -- -- -- --
John H. Pace, Jr. 579,858 -- 579,858 1.7%
David D. Peterson 26,926 -- 26,926 0.1%
Bruce W. Teeters -- 441 441 --
Directors and Officers
as a group (16 persons) 779,304 534,287 1,313,591 3.9%
</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 March 1, 1997: Bob D. Allen,
101,600 shares; Bruce W. Teeters, 34,000 shares; and executive
officers as a group, 135,600 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. - 12/31/91 100 100 100
FYE 12/31/92 111.40 101.07 123.18
FYE 12/31/93 133.37 120.76 180.52
FYE 12/31/94 111.76 109.78 185.82
FYE 12/31/95 157.82 138.79 199.43
FYE 12/31/96 160.85 147.66 258.14
7
<PAGE>
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
two times during 1996. 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 sixteen participants
in the plan during 1996.
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 1996, 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 1996
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 $72,000, which was based upon the operating
results of the Company and Mr. Allen's individual 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
Robert F. Lloyd
SUMMARY COMPENSATION TABLE(a)
</TABLE>
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
AWARDS AWARDS
Name and Principal FISCAL OTHER ANNUAL #OPTIONS/
Position YEAR SALARY BONUS COMPENSATION(b) SARS
- ------------------- -------- --------- ----- --------------- ------------
<S> <C> <C> <C> <C> <C>
Bob D. Allen 1996 $256,362 $72,000 $5,395 20,000
President and 1995 246,500 75,000 4,897 20,000
Chief Executive Officer 1994 236,500 75,000 4,510 20,000
Bruce W. Teeters 1996 $160,596 $18,000 $2,141 8,000
Senior Vice President- 1995 154,428 20,000 2,205 8,000
Finance & Treasurer 1994 148,488 15,000 1,740 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
------------- ------------ -------- -------- ---------- ----------------------
<S> <C> <C> <C> <C> <C> <C> <C>
5% 10%
Bob D. Allen 20,000 41.7% 01/22/97 $16.87 01/22/07 $212,189 $537,729
Bruce W. Teeters 8,000 16.7% 01/22/97 16.87 01/22/07 84,876 215,091
</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
1996 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>
Final
Average Years of Service
Earnings as 10 20 30 35
of 1/1/96 NRA 65 NRA 65 NRA 65 NRA 65
------------ -------- ------ ------ ------
<S> <C> <C> <C> <C>
$ $ $ $ $
50,000 7,345 14,691 22,036 25,709
75,000 11,845 23,691 35,536 41,459
100,000 16,345 32,691 49,036 57,209
125,000 20,845 41,691 62,536 72,959
150,000 25,345 50,691 76,036 88,709
175,000* 25,345 50,691 76,036 88,709
200,000* 25,345 50,691 76,036 88,709
225,000* 25,345 50,691 76,036 88,709
250,000* 25,345 50,691 76,036 88,709
300,000* 25,345 50,691 76,036 88,709
350,000* 25,345 50,691 76,036 88,709
400,000* 25,345 50,691 76,036 88,709
</TABLE>
NRA = normal retirement age
Calendar year of 65th birthday = 1996
1996 Social Security covered compensation = $27,576.
Pension Benefit is Subject to IRC Section 415 Benefit
Limitation of $120,000.
*Pensionable Earnings are Subject to IRC Section
401(a)17 Salary Limitation
of $150,000.
As of December 31, 1996, 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,
6 years, and Mr. Teeters, 17 years.
10
<PAGE>
SECTION 16 REPORTING
During 1996, 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 1998 annual meeting, a
written copy of their proposal must be received at the principal
executive offices of the Company no later than December 1, 1997.
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, 1996 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 25, 1997
11
<PAGE>
APPENDIX A
CONSOLIDATED-TOMOKA LAND CO.
PROXY IS SOLICITED BY THE BOARD OF DIRECTORS MEETING
FOR ANNUAL MEETING OF SHAREHOLDERS
MAY 3, 1995
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 10, 1997, at the
annual meeting of shareholders to be held April 23, 1997, or any
adjournment or postponement thereof.
Election of three Class III Directors for three-year terms ending 2000.
{ } FOR all nominees listed below { } WITHHOLD AUTHORITY to vote for all
(except as marked to the nominees listed below
contrary below)
To withhold authority to vote for any individual nominee, strike a line
through the nominee's name in the list below.
Class III. Jack H. Chambers, William O. E. Henry, John H. Pace
In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
CONSOLIDATED-TOMOKA LAND CO.
PROXY
This proxy when properly executed will be voted in the manner directed
herein by the undersigned shareholder. If no direction is made, this
proxy will be voted for each proposal.
Please sign exactly as name appears. When shares are held by joint
tenants, both should sign. When signing as attorney, executor,
administrator, trustee, or guardian, please give full title as such. If
signing for a corporation or partnership, authorized person should sign
full corporation or partnership name and indicate capacity in which they
sign.
Dated____________________________________________
Signature________________________________________
Signature________________________________________
(if held jointly)
PLEASE MARK, SIGN, DATE, AND RETURN THE PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
12
<PAGE>
