THE DELTONA CORPORATION
--------
NOTICE OF ANNUAL MEETING
May 16, 2000
--------
April 14, 2000
To the Stockholders:
THIS IS NOTICE of the Annual Meeting of Stockholders of THE DELTONA CORPORATION.
The meeting will be held at The Hilton Hotel, 3600 SW 36th Avenue, Ocala,
Florida on May 16, 2000, at 9:30 o'clock in the morning, Eastern Standard Time.
The purposes of the meeting are as follows:
1. To elect five (5) directors to serve until the next Annual Meeting
of Stockholders and until their respective successors are elected
and qualified.
2. To consider a proposaL to appoint James Moore & Co., P.L. as the
Company's auditors for the fiscal year ending December 31, 2000,
subject to the discretion of the Board of Directors.
3. To transact any other business that is properly brought before the
meeting, or any adjournment of the meeting.
The transfer books will not be closed. Our 1999 Form 10K (Annual Report),
including audited financial statements as of December 31, 1999, accompanies this
Notice of Meeting and the attached Proxy Statement. A list of all stockholders
of record as of April 11, 2000, the record date for the Annual Meeting, will be
available from April 21, 2000 through May 15, 2000 for any stockholder to
examine at our Miami office, 999 Brickell Avenue, Suite 700, Miami, Florida,
33131 and at our headquarters in Ocala at 8014 SW 135th Street Road, Ocala,
Florida 34473.
By Order of the Board of Directors,
SHARON J. HUMMERHIELM
Executive Vice President
and Corporate Secretary
Please fill in, date and sign the enclosed Proxy and return it promptly in the
enclosed envelope.
<PAGE>
THE DELTONA CORPORATION
8014 SW 135th Street Road
Ocala, Florida 34473
PROXY STATEMENT
The Proxy is solicited on behalf of the Board of Directors of The
Deltona Corporation (the "Company"). The Proxy will be used at the Annual
Meeting of Stockholders to be held at The Hilton Hotel, 3600 SW 36th Avenue,
Ocala, Florida on May 16, 1999 at 9:30 in the morning, local time, and any
adjournment or adjournments thereof. The Proxy Statement and accompanying Proxy
will be first sent to stockholders of the Company on or about April 14, 2000.
The Company has one class of voting securities consisting of
15,000,000 shares of Common Stock of the par value of $1 per share. On March 20,
2000, the Company had outstanding 13,544,277 shares of Common Stock (excluding
12,228 shares held in treasury). Each share of Common Stock is entitled to one
vote and the holders of a majority of the issued and outstanding shares of
Common Stock present in person or by proxy constitutes a quorum. Only holders of
Common Stock of record at the close of business on April 11, 2000 shall be
entitled to notice of and to vote at the Meeting. The vote of a plurality of the
shares represented, in person or by proxy, at the Meeting is required to elect
the five nominees for director and for the appointment of the independent public
accountants.
The automated system administered by the Company's transfer agent
tabulates the votes. Abstentions and broker non-votes are each included in the
determination of the number of shares present and voting at the Meeting or any
adjournment thereof. Each is tabulated separately; however, neither abstentions
nor broker non-votes are counted for purposes of determining whether a proposal
has been approved.
Each Proxy executed and returned by a stockholder will be voted as
directed, and may be revoked at any time before it is voted by (a) filing a
written revocation with the Office of the Corporate Secretary, at 999 Brickell
Avenue, Suite 700, Miami, Florida 33131; (b) executing a later-dated Proxy; or
(c) voting in person by ballot at the Meeting.
DIRECTORS AND EXECUTIVE OFFICERS
Directors of the Company
The entire Board of Directors is elected annually to hold office
until the next Annual Meeting of Stockholders and until their respective
successors are duly elected and qualified. The present Board of Directors is:
Antony Gram (Chairman of the Board), Christel DeWilde, George W. Fischer, Rudy
Gram and Thomas B. McNeill. Each of the current members of the Board has been
nominated for re-election at the 2000 Annual Meeting. The accompanying form of
Proxy will be voted "FOR" the election of all five nominees if no direction to
the contrary is given. The Board of Directors has no reason to believe that any
nominee will decline or be unable to serve as a director. If any nominee should,
however, become unavailable for election for any reason, the accompanying Proxy
will be voted for such other person as the Board of Directors may select or,
alternatively, the Board of Directors may reduce the number of directors to be
elected at the Meeting.
The names of the nominees and certain information as of March 24,
2000 with respect to each of them is set forth below, in alphabetical order.
Unless otherwise indicated, each nominee has held the position shown, or has
been associated with the named employer in the executive capacity shown, for
more than the past five years.
1
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<TABLE>
<CAPTION>
Year First
Name and Age Principal Occupation and Other Information Elected Director
- ------------ ------------------------------------------ ----------------
<S> <C> <C>
Christel DeWilde, 37 Financial Analyst for Antony Gram since February 1995. 1998
(b)(d) Prior to joining Mr. Gram, Ms. DeWilde was Chief
Financial Officer of the Sab Wabco Group, Brussels,
Belgium from December 1992 to February 1995. From
May 1991 to December 1992, Ms. DeWilde was audit
manager for Marcel Asselberghs & Co., member firm of
Arthur Andersen & Co.
George W. Fischer, 59 Mr. Fischer is retired. From 1975 through 1995 he 1992
(b),(c) served as President of H.E.C. Fischer, Inc., a closely
held real estate company.
Antony Gram, 57 Chairman of the Board of Directors and Chief Executive 1992
(a), (c), (d), (e) Officer of the Company since July 13, 1994 and President
since October 2, 1998. For more than the past five years,
Mr. Gram has served as Managing Director of Gramyco,
a scaffolding company, based in Belgium.
Rudy Gram, 36 Vice President, Swan Development Corporation, based in 1995
(c), (e) St. Augustine, Florida
Thomas B. McNeill, 65 Retired partner of Mayer, Brown & Platt; Chicago, 1975
(b)(d) Illinois. The law firm of Mayer, Brown & Platt was
retained by the Company to perform legal services
on the Company's behalf from 1992 through the
present.
<FN>
Current Committee Members & Affiliations:
(a) Member, Executive Committee.
(b) Member, Audit Committee.
(c) Member, Executive Compensation Committee.
(d) Member, Nominating Committee.
(e) Rudy Gram is the son of Antony Gram.
</FN>
</TABLE>
Additional Information Concerning the Board of Directors
Currently, Messrs. McNeill and Rudy Gram receive a fee of $1,000 per
month for services as a Director of the Company and are reimbursed for travel
and related costs incurred with respect to committee and board meetings. Mr.
Fischer receives a fee of $1,600 per month for services as a Director of the
Company and as the Board's representative on the Management Committee; he is
also reimbursed for travel and related costs incurred with respect to committee
and board meetings. Mr. Antony Gram and Mrs. Christel DeWilde do not receive a
monthly Director's fee; however, they are reimbursed for travel and related
costs incurred with respect to committee and board meetings and other Company
business activities.
The Board of Directors has several standing committees: an Executive
Committee, an Audit Committee, an Executive Compensation Committee and a
Nominating Committee.
The Executive Committee, of which Antony Gram is Chairman, exercises
certain powers of the Board of Directors during the intervals between meetings
of the Board and met once during 1999.
The Audit Committee, of which Mr. McNeill is Chairman, confers with
the independent auditors of the Company and otherwise reviews the adequacy of
internal controls, reviews the scope and results of the audit, assesses the
accounting
2
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principles followed by the Company, and recommends the selection of the
independent auditors. There were two meetings of the Audit Committee during
1999.
The Executive Compensation Committee is chaired by Mr. Fischer, who
serves on no similar committee of any other company. While the other members of
the Committee, Messrs. Antony Gram and Rudy Gram, may serve together as
directors of other companies, none serves as a member of any other compensation
committee. The Committee reviews the methods and means by which management is
compensated, studies and recommends new methods of compensation, and reviews the
standards of compensation for management. In addition, the Executive
Compensation Committee administers the Annual Executive Bonus Plan. No member of
the Committee is eligible to participate in any of the Company's compensation
and benefit plans. See "Compensation Committee Report." The Executive
Compensation Committee held two meetings during 1999.
The Nominating Committee, of which Mr. McNeill is Chairman,
recommends to the Board of Directors nominees to fill additional directorships
that may be created and to fill vacancies that may exist on the Board of
Directors. There was one meeting of the Nominating Committee during 1999, held
as part of a Board of Directors meeting. The Nominating Committee will consider
nominees recommended by stockholders. Recommendations by stockholders should be
submitted to the Secretary of the Company and should identify the nominee by
name and provide detailed background information. Recommendations received by
December 31, 2000 will be considered by the Nominating Committee for nomination
at the 2001 Annual Meeting.
During 2000, the Board of Directors held four meetings. Each
director attended at least 75% of the aggregate of the total number of meetings
of the Board of Directors and the total number of meetings held by all
committees on which he or she served.
Compensation Committee Interlocks and Insider Participation
The Executive Compensation Committee (the "Committee") is comprised
of Mr. Fischer, Chairman, and Messrs. Antony Gram and Rudy Gram.
Mr. Antony Gram, a member of the Committee, has served as Chairman
of the Board and Chief Executive Officer of the Company, and thus, as an
executive officer of the Company, since July 13, 1994. Additionally, Mr. Antony
Gram is deemed to be the beneficial owner of 73.23% of the Company's Common
Stock since he is the beneficial owner of Yasawa Holdings, N.V. ("Yasawa")
(which holds 52.41% of the Common Stock of the Company as of March 24, 2000), as
well as the holder of a majority equity interest in Wilbury International N.V.,
a Netherlands Antilles corporation ("Wilbury"), which owns all of the issued and
outstanding stock of Selex International B.V. ("Selex) (which holds 20.82% of
the Common Stock of the Company as of March 24, 2000). See "Ownership of Voting
Securities of the Company."
Mr. Rudy Gram, a member of the Committee, a member of the Board of
Directors and a candidate for re-election to the Board of Directors, is the son
of Mr. Antony Gram. See "Ownership of Voting Securities of the Company."
From June 19, 1992 through November 4, 1997, the Company had entered
into loan agreements with Selex International B.V., a Netherlands corporation
("Selex"), Yasawa Holdings, N.V., a Netherlands Antilles Corporation ("Yasawa"),
and related parties. Since December, 1992, the Company has been dependent on
loans and advances from Selex, Yasawa and their affiliates in order to implement
its marketing program and assist in meeting its working capital requirements.
On November 4, 1997 at the 1997 Annual Meeting, the Company's
stockholders approved an Agreement between the Company and its lenders that
would substantially reduce the Company's outstanding debt obligation of $25.3
million (the "Agreement"). The Agreement, consummated effective December 30,
1997, resulted in a reduction in the Company's outstanding debt obligation
through the conveyance of all remaining land inventory and obligations in the
Company's St. Augustine Shores Subdivision and the issuance of approximately 6.8
million shares of Common Stock at $1.00 per share (par value). Additionally, the
lenders purchased $7.5 million in contracts receivable from the Company to
generate working capital and further reduce the debt obligation. Specifically:
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1. Selex sold its remaining debt ($2,664,736), including the Empire
note, to Yasawa and the Company owes no further duty or obligation to Selex,
which provided the Company a release. The debt purchased by Yasawa was satisfied
through Yasawa's purchase of 2,664,736 shares of Common Stock issued by the
Company at a per share conversion price of One Dollar ($1.00), which is equal to
par value.
2. Swan Development Corporation ("Swan"), an affiliate of Selex and
Yasawa, had previously acquired $5,529,501 of the Company's debt from Selex.
This $5,529,501 was satisfied through the Company's conveyance of all of the
Company's remaining land inventory and obligations in its St. Augustine Shores
Subdivision to Swan . The price, based upon appraised value, was adjusted to
take into account the development obligations on sold lots assumed by Swan.
3. Scafholding B.V. ("Scafholding"), an affiliate of Selex and
Yasawa, purchased approximately $7.5 million in contracts receivable from the
Company at seventy-five percent (75%) of face value with recourse for non-
performing contracts. This sale generated approximately $5.6 million, $1,982,457
of which was used to reduce outstanding debt to Yasawa. The balance has been
used by the Company to pay a portion of the delinquent real estate taxes, to
implement its marketing programs, to initiate development of TimberWalk and to
meet the Company's working capital requirements.
4. A $4,144,602 portion of the Company's debt to Yasawa was
satisfied through Yasawa's purchase of 4,144,602 shares of Common Stock issued
by the Company at a per share conversion price of One Dollar ($1.00), which is
equal to par value.
Through Yasawa's acquisition of the 6,809,338 shares of Common Stock
of the Company referenced above, Mr. Antony Gram's beneficial ownership
increased from 3,109,703 shares to 9,919,041 shares (73.23% of the outstanding
shares of Common Stock of the Company as of December 31, 1999).
Prior to November 4, 1997 and independent of the Agreement outlined
above, Selex and Yasawa agreed to forgive $2,050,818 in accrued interest on the
Company's debt to them.
As part of the Agreement, if the Company elects to do so,
Scafholding agreed to purchase contracts receivable at 65% of face value, with
recourse, to meet the Company's ongoing capital requirements. Scafholding
purchased the following contracts receivables from the Company to generate
working capital for the Company:
Approximate Contracts
Date of Purchase Receivable Amount Purchased
---------------- ---------------------------
June 30, 1998 $200,100
July 15, 1998 $115,200
July 31, 1998 $179,900
August 31, 1998 $250,400
September 10, 1998 $153,400
September 29, 1998 $497,100
From October 9, 1998 through the present, Swan has advanced the
Company funds to meet its working capital requirements. The Company signed the
promissory note to Swan in March 1999, which provides that funds advanced by
Swan will be paid back by the Company monthly in contracts receivables at 90% of
face value, with recourse. There will be no interest for the first six months
after an advance of money is received from Swan by the Company; thereafter the
interest shall be 6% per annum on the outstanding balance of the advance. The
amount of each monthly payment will vary and will be dependent upon the amount
of contracts receivable in the Company's portfolio, excluding contracts
receivable held as collateral for prior receivable sales. Pursuant to the terms
of the promissory note, the Company is required to transfer to Swan monthly as
debt repayment all current contracts receivable in the Company's portfolio in
excess of the aggregate sum of $500,000. Funds advanced by Swan have been used
by the Company to pay outstanding real estate taxes for unsold properties with
the balance to meet the Company's working capital requirements. As of December
31, 1999, the Company's outstanding debt to Swan was $5,114,000 secured by a
second lien on the Company's receivables.
Effective January 1, 1999, Yasawa and Scafholding agreed to reduce
the annual percentage rate for their existing loans to the Company from 9.6% to
6% per annum. As of December 31, 1999, the Company had satisfied it's debt
4
<PAGE>
obligation to Scafholding. As of December 31, 1999 the Company's outstanding
debt to Yasawa was $6,600,000 secured by a first lien on the Company's
receivables and a mortgage on all of the Company's property. The terms of
repayment of this debt have been restructured to provide for monthly payments of
principal in the amount of $100,000 payable monthly in cash or with contracts
receivable at 100% of face value, plus interest payable monthly on the declining
balance at the rate of 9.6% per annum in cash or with contracts receivable at
65% of face value. Yasawa and Scafholding did not require the Company to make
interest payments for the period September 1, 1998 to the present. As of
December 31, 1999, the total amount of interest accrued is approximately
$692,600.
During 1998, the Company transferred 14 lots and 4 tracts of land to
Swan. In return, Swan built an office complex on part of the land for use by the
Company for a period of 54 months, renewable thereafter. The Company valued the
land transferred at approximately $440,000 and recorded the net present value of
the use of the office complex of approximately $375,000 as prepaid rent. The
difference between the net present value of the rent and the cost of the land of
approximately $290,000 is recorded as deferred profit at December 31, 1999.
Executive Officers of the Company
The table below sets forth the executive officers of the Company as
of March 24, 2000 (officers, not assistant officers, compensated in excess of
$40,000 in 1999 and the Chairman of the Board), their ages and their principal
occupations during the past five years. Each has been appointed to serve in the
capacities indicated until their successors are appointed and qualified, subject
to their earlier resignation or removal by the Board of Directors.
Principal Occupation
Name and Age During the Past Five Years
-------------------- ---------------------------------------
Antony Gram, 57............ Chairman of the Board of Directors and Chief
Executive Officer of the Company since
July 13,1994 and President since October 2, 1998.
For more than the past five years, Mr. Gram has
served as Managing Director of Gramyco, a
scaffolding company, based in Belgium.
Sharon J. Hummerhielm, 50.. Mrs. Hummerhielm joined the Company in March
1975. She was appointed Executive Vice President
and Corporate Secretary on October 2, 1998 after
having served as Vice President- Administration
and Corporate Secretary since May 1995 and Vice
President - Administration prior to that time.
Donald O. McNelley, 55.... Mr. McNelley, has been Treasurer of the Company
since May 23, 1995. He originally joined the
Company in 1971 and was Senior Vice President
and Chief Financial Officer from January 1988 -
August 1990. He temporarily left the Company's
employ in August 1990 to become Senior Vice
President of James Cable Partners LP ("James").He
left James in August 1991 and was self employed
until he rejoined the Company in May 1994.
EXECUTIVE COMPENSATION
Due to the Company's liquidity situation, Antony Gram has served as
Chairman of the Board , Chief Executive Officer and President of the Company
without compensation. The Securities and Exchange Commission's rules on
executive compensation disclosure require, however, that the Summary
Compensation Table which appears below, depict the compensation for the past
three years of the Company's chief executive officer and its four most highly
compensated executive officers whose annual salary and bonuses exceed $100,000.
Accordingly, the table set forth below, discloses the annual compensation paid
to Antony Gram (Chairman of the Board, Chief Executive Officer and President),
Sharon Hummerhielm (Executive Vice President and Corporate Secretary), Earle D.
Cortright (former President and Chief Operating Officer) and David M. Harden
(former Senior Vice President) for the three years ended December 31, 1999.
5
<PAGE>
<TABLE>
<CAPTION>
Summary Compensation Table
- --------------------------
Annual Long Term
Compensation Compensation
---------------------------------- --------------------------------------------
Awards Payouts
----------------------- ------------
Name and Fiscal Salary Bonus ($) Other Annual SARs/Restricted Stock LTIP All Other
Principal Position Year ($) Compensation Stock Awards Options Payouts Compensation
(a) (#) ($)
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Antony Gram, 1999 -- -- -- -- -- -- --
Chairman of the 1998 -- -- -- -- -- -- --
Board , President 1997 -- -- -- -- -- -- --
& CEO
Sharon J. 1999 $112,500 $22,500(d) -- -- -- -- --
Hummerhielm 1998 $95,625 -- -- -- -- -- --
Exec.VP& 1997 $90,000 -- -- -- -- -- --
Corporate Sec'y
E.D. Cortright,Jr., 1999 -- -- -- -- -- -- $200,000(b)
Former President 1998 $150,000 -- -- -- -- -- $200,000(b)
& COO(resigned 1997 $200,000 -- -- -- -- -- --
effec. 10/1/98)
David M. Harden, 1999 -- -- -- -- -- -- $78,435(c)
Former Sr.V.P. 1998 $67,500 -- -- -- -- -- $36,488(c)
(resigned effec. 1997 $90,000 -- -- -- -- -- --
10/1/98)
<FN>
- -------
(a) In accordance with the rules of the Commission, amounts totaling
less than the lower of $50,000 or 10% of the total annual salary and
bonus have been omitted.
(b) Mr. Cortright resigned as President and Chief Operating Officer of
the Company effective October 1, 1998. The salary shown above
for 1998 is that portion earned between January 1 and October 1,
1998. Mr. Cortright received the sum of $400,000 as compensation
for termination of his Employment Agreement: $200,000 of which was
paid in October 1998 and the remaining $200,000, which was paid in
January 1999.
(c) On September 29, 1998, David M. Harden and the Company agreed to
terms for his resignation as Senior Vice President - Marketing
Administration of the Company effective October 1, 1998. Mr. Harden
received the sum of $114,963 as compensation for termination of his
Employment Agreement: $20,663.00, which was paid on October 1, 1998
and the balance paid in semi-monthly installments. In addition, in
February 1999, Mr. Harden received reimbursement for the actual
costs paid by him for closing on the sale of his Miami residence,
$16,000, and $7,467 in May 1999 for the actual costs paid by him for
closing on the sale of an alternative home.
(d) Ms. Hummerhielm was awarded a bonus of $22,500 in 1999, which was
not paid until January 28, 2000.
</FN>
</TABLE>
Employment Contracts
One executive officer, Mrs. Hummerhielm, is employed pursuant to an
employment agreement which provides that if her employment is terminated due to
death, payment of compensation to her beneficiary continues for six months and,
if employment is otherwise terminated by the Company without cause (defined as
gross misconduct), she is entitled to receive one year's compensation, payable
in twenty-four equal semi-monthly installments. For purposes of this agreement,
compensation includes salary, car allowances, vacation pay, fringe benefits,
benefit plans, perquisites and other like items.
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COMPENSATION COMMITTEE REPORT
Compensation Philosophy
It is the goal of the Company and this Committee to align all
compensation, including executive compensation, with business objectives and
both individual and corporate performance, while simultaneously attracting and
retaining employees who contribute to the long-term success of the Company. The
Company attempts, within its resources, to pay competitively and for performance
and management initiative, while striving for fairness in the administration of
its compensation program.
Executive Compensation Program
It has long been the policy of the Company to encourage and enable
employees upon whom it principally depends to acquire a personal proprietary
interest in the Company. In prior years, the total executive compensation
program of the Company consisted of both cash and equity-based compensation and
was comprised of three key elements: salary, an annual bonus and a long term
incentive plan. With the exception of one stock option granted in 1993, no
additional awards were made under the long term incentive plan (the "Stock
Plan") since the awards which were fully earned at the end of 1989. On December
31, 1996, the Stock Plan terminated pursuant to its terms.
Salary
Salaries paid to officers (other than the Chief Executive Officer
and President) are based upon the Committee's review of the nature of the
position, competitive salaries and the contribution, experience and Company
tenure of the officer. Salaries (if any) paid to the Chief Executive Officer and
President are determined by the Committee, subject to ratification by the Board
of Directors and are based upon the Committee's subjective evaluation of
contributions to the Company, performance and salaries paid by competitors to
their Chief Executive Officer and President. Since January 1997, Mrs.
Hummerhielm, Mr. McNelley and two other assistant officers were granted salary
increases.
Annual Incentive Program
Although the Company's liquidity situation has required the Company
to limit the awarding of bonuses to only certain limited instances, it is the
intention of the Committee that an executive's annual compensation consist of a
base salary and an annual bonus. All officers and managerial employees of the
Company (except those who are otherwise entitled to receive additional
compensation) will be considered by the Compensation Committee for a bonus. Such
bonuses are earned based upon the success of the Company, or of the subsidiary
or division for which the individual is responsible, in achieving its goals. The
only bonus awarded to, earned by, or paid to, any officer of the Company during
or in respect to 1999 was a bonus awarded to Mrs. Hummerhielm and paid in 2000.
Long Term Incentive Program
Presently, there are no long-term cash and equity incentives
provided through any Stock Plan. The previous Stock Plan terminated, pursuant to
its terms, on December 31, 1996.
Chief Executive Officer Compensation
Since July 13, 1994, Antony Gram has served as Chairman of the Board
and Chief Executive Officer of the Company. In October 1998, he also was
appointed to the position of President. As Chairman and Chief Executive Officer,
Mr. Gram has been given the responsibility of resolving the problems facing the
Company and developing an alternative business plan to enable the Company to
continue as a going concern. During the process of resolving such difficulties
and developing such plan, Mr. Gram has agreed to serve without compensation,
with the understanding that all ordinary, necessary and reasonable expenses
incurred by him in the performance of his duties, including travel and temporary
living expenses, will be reimbursed by the Company and with the further
understanding that the Committee and the Board will thereafter consider
establishing an appropriate salary to be paid him for his services.
7
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Compliance With Internal Revenue Code Section 162(m)
Section 162(m) of the Internal Revenue Code, enacted in 1993,
generally disallows a tax deduction to public companies for compensation over
$1,000,000 paid to the corporation's Chief Executive Officer and four other
mostly highly compensated executives officers. Qualifying performance-based
compensation will not be subject to the deduction limit if certain requirements
are met. The compensation currently paid to the Company's Chief Executive
Officer and highly compensated executive officers does not approach the
$1,000,000 threshold, and the Company does not anticipate approaching such
threshold in the foreseeable future. Nevertheless, the Company intends to take
the necessary action to comply with the Code limitations.
Future Compensation Trends
The Committee anticipates undertaking a review of all compensation
programs and policies of the Company, and making appropriate modifications and
revisions, in conjunction with the Company's development of future business
plans.
Executive Compensation Committee
George W. Fischer, Chairman
Antony Gram
Rudy Gram
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OWNERSHIP OF VOTING SECURITIES OF THE COMPANY
Based upon information furnished to the Company or contained in
filings made with the Commission, the Company believes that the only persons who
beneficially own more than five percent (5%) of the shares of the Common Stock
of the Company are Yasawa (52.41%), Selex (20.82%) and Antony Gram, through his
holdings in Selex and Yasawa (73.23%).
All of the issued and outstanding stock of Selex, Gerrit van den
Veenstraat 70, Amsterdam, The Netherlands, is owned by Wilbury a majority of
which is, in turn, owned by Antony Gram. Antony Gram, Chairman of the Board of
Directors, Chief Executive Officer and President of the Company, as the largest
shareholder of Wilbury, holding a majority equity interest in that corporation,
is treated as the beneficial owner of all of the Company's Common Stock held by
Selex. In addition, Mr. Gram beneficially owns Yasawa. Since Yasawa is the
direct owner of 7,098,975 shares of the Common Stock of the Company, Mr. Gram is
deemed to be the beneficial owner of an aggregate of 9,919,041 shares of Common
Stock of the Company (73.23%).
The following table sets forth information, as of March 24, 2000,
concerning the beneficial ownership by all directors and nominees, by each of
the executive officers named in the Summary Compensation Table (the "Summary
Compensation Table") and by all directors and executive officers as a group. The
number of shares beneficially owned by each director or executive officer is
determined under the rules of the Commission, and the information is not
necessarily indicative of beneficial ownership for any other purpose.
Amount and Nature Percent
of Beneficial Ownership(a) of Class
-------------------------- --------
Current Directors and/or Nominees:
George W. Fischer........ 35,000 - Direct *
Antony Gram ............. 9,919,041 - Indirect 73.23%
Rudy Gram................ 101,000 - Direct *
Thomas B. McNeill ....... 200 - Direct *
Christel DeWilde......... -0- *
Current Executive Officers named
in Summary Compensation Table:
Antony Gram.............. 9,919,041 - Indirect 73.23%
Sharon J. Hummerhielm.... 200 - Direct *
All executive officers and directors
as a group, consisting of 7 persons
(including those listed above)...... 10,055,441 74.24%
* Represents holdings of less than 1%.
(a) Except for Antony Gram, who beneficially owns 73.23% of
the Common Stock of the Company, no current director,
nominee or executive officer beneficially owns more than
1% of the Company's outstanding shares.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
The Securities Exchange Act of 1934 requires the Company's
directors, its executive officers and any persons holding more than ten percent
of the Company's Common Stock to report their initial ownership of the Company's
Common Stock and any subsequent changes in that ownership to the Commission.
Under the Section 16(a) rules, the Company is required to disclose in this Proxy
Statement any failure to file such required reports by their prescribed due
dates.
To the Company's knowledge, based solely on a review of the copies
of such reports furnished to the Company and written representations that no
other reports were required during the fiscal year ended December 31, 1999, all
Section 16(a) filing requirements were satisfied.
9
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PERFORMANCE GRAPH
Set forth below is a line graph comparing the cumulative total
shareholder return on the Company's Common Stock, based on the market price of
the Common Stock, with the cumulative total return of companies on the Media
General Financial Services Composite Index and the Media General Peer Group
(real estate subdividers and developers) Index.
COMPARE 5-YEAR CUMULATIVE TOTAL RETURN AMONG
THE DELTONA CORPORATION, MG COMPOSITE INDEX AND MG GROUP INDEX
[GRAPHIC OMITTED]
ASSUMES $100 INVESTED ON JANUARY 1, 1995. THE COMPANY'S
STOCK CEASED TRADING 4/6/94 ON NEW YORK AND PACIFIC STOCK EXCHANGES.
APPOINTMENT OF AUDITORS
The Board of Directors recommends that the stockholders appoint
James Moore & Co., P.L. as auditors of the financial statements of the Company
for the fiscal year ending December 31, 2000, subject to the discretion of the
Board. If the stockholders do not vote for such appointment, the Board of
Directors will reconsider the appointment of such auditors. If James Moore
& Co., P.L. are unable to serve, or the Board, in its discretion, determines
that it is in the best interest of the Company that such accountants do not
serve as auditors of the financial statements of the Company, the Board shall
appoint other auditors to replace James Moore & Co., P.L.
Representatives of James Moore & Co., P.L. will attend the meeting
and will be given the opportunity to make a statement at the meeting if they
desire to do so. Such representatives will be available during appropriate
portions of the meeting to respond orally to appropriate questions.
OTHER MATTERS
As of the date of this Proxy Statement, the only business which the
management expects to be presented at the meeting is that set forth above. If
any other matters are properly brought before the meeting, or any adjournments
thereof, it is the intention of the persons named in the accompanying form of
Proxy to vote the Proxy on such matters in accordance with their judgment.
The cost of soliciting proxies will be borne by the Company. In
addition to the use of the mails, proxies may be solicited personally or by
telephone or telegraph by officers, directors and certain employees of the
Company who will not be specially compensated for such solicitation.
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PROPOSALS OF STOCKHOLDERS
Proposals of stockholders intended to be presented at the next
Annual Meeting should be received by The Deltona Corporation, 8014 SW 135th
Street Road, Ocala, FL 34473, no later than December 31, 2000, in order to be
considered for inclusion in the Company's 2001 Annual Meeting Proxy Statement.
By Order of the Board of Directors
SHARON J. HUMMERHIELM
Executive Vice President & Corporate Secretary
April 14, 2000
Please mark, sign and return
the enclosed Proxy promptly.
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