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13D Filing: Wintergreen Advisers and Consolidated Tomoka Land Co (CTO)

Published on November 30, 2017 at 11:35 am by Insider Monkey Staff in Hedge Funds
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Page 7 of 42 – SEC Filing

CUSIP No. 210226106    
     
Item 1. Security and Issuer.  
     
  Consolidated-Tomoka Land Co. (the “Issuer”), Common Stock, par value $1.00 per share (the “Shares”).  The address of the Issuer’s offices is 1530 Cornerstone Boulevard, Suite 100 Daytona Beach, Florida 32117.  This Schedule 13D relates to the Issuer’s Shares.  
     
Item 2. Identity and Background.  

(a, f)

 This  statement  is  being  filed by (i)  Wintergreen  Fund,  Inc. (“Wintergreen Fund”), a Maryland corporation registered as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”),  (ii) Wintergreen Partners Fund, LP (“Wintergreen Partners”), a Delaware limited partnership, (iii) Wintergreen Partners Offshore Master Fund, Ltd. (“Wintergreen Offshore Master”), a Cayman Islands exempted company, (iv) Wintergreen Advisers, LLC (“Wintergreen Advisers”), a Delaware limited liability company which acts as sole investment manager  of  the  Wintergreen Fund,  Wintergreen Partners, Wintergreen Offshore Master  and  other investment vehicles, and (v) David J. Winters (“Winters”).  (Each of Wintergreen Fund, Wintergreen Partners, Wintergreen Offshore Master, Wintergreen Advisers and Winters may be referred to herein as a “Reporting Person” and collectively may be referred to as “Reporting Persons”).  
     

(b)

 The principal business address of the Reporting Persons (except for Wintergreen Offshore Master) is 333 Route 46 West, Suite 204, Mountain Lakes, New Jersey 07046.  The principal business address of Wintergreen Offshore Master is c/o Elian Fiduciary Services (Cayman) Ltd, 89 Nexus Way, Camana Bay, Grand Cayman E9 KY1-9007.    
     
(c) Wintergreen Advisers is an investment management firm that serves as the investment adviser to certain registered and private investment funds, including Wintergreen Partners, Wintergreen Fund and Wintergreen Offshore Master. Wintergreen Partners is a Delaware limited partnership.  Wintergreen Fund is an investment company registered under the Investment Company Act.  Wintergreen Offshore Master is a Cayman Islands exempted company.  Winters is the Chief Executive Officer of Wintergreen Advisers.  
(d) None of the Reporting Persons have, during the last five  years,  been  convicted  in  a  criminal  proceeding  (excluding  traffic violations or similar misdemeanors).  
(e)

None of the Reporting Persons have, during
the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a
result of such proceeding were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws.

  
Item 3. Source and Amount of Funds or Other Consideration.  
 

As of the date hereof each of the Reporting Persons may be deemed to beneficially own 1,553,075 Shares.  The source of funds used to purchase the Shares was the working capital of Wintergreen Fund, Wintergreen Partners, Wintergreen Offshore Master and other investment vehicles managed by Wintergreen Advisers. The aggregate funds used by the Reporting Persons to make the purchases were approximately $71.5 million.  The Shares may be deemed to be beneficially owned by each of the Reporting Persons because, although there is no formal written agreement, it is anticipated that each Reporting Person will vote with the other Reporting Persons and the director nominees nominated by Wintergreen Advisers in a letter to the Issuer dated November 24, 2017.  Each Reporting Person disclaims beneficial ownership in the securities reported on this Schedule 13D except to the extent of its pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that the Reporting Person is the beneficial owners of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

 

  

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