In an open letter attached to a recent filing with the US Securities and Exchange Commission, David Winters‘ Wintergreen Advisers expressed its plans to vote against the re-election of all seven board directors of Consolidated-Tomoka Land Co. (NYSEMKT:CTO). The investor added that it also opposes their proposals, which include the ratification of the appointment of Grant Thornton as auditor and the advisory vote to approve executive compensation. On the other hand, the fund would support the hiring of an independent advisor that would be able to find solutions to maximize the company’s shareholder value. Wintergreen also plans to vote against the issuance of new shares of Consolidated-Tomoka Land Co. (NYSEMKT:CTO), saying that this move would dilute the stock.
“To help illustrate what this dilution means for a shareholder of CTO, if this proposal passes and the Company issues the full amount of the requested shares, a shareholder who owns $1,000 worth of stock would be diluted such that the value of the shares immediately after the additional stock is issued, would be $765,” the letter added.
The filing said that Wintergreen owns 1.54 million shares of Consolidated-Tomoka Land Co. (NYSEMKT:CTO), which represent 26.1% of the company’s outstanding stock.
You can access the original SEC filing by clicking here.
Ownership Summary Table
Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
---|---|---|---|---|---|---|
Wintergreen Advisers | 0 | 1,543,075 | 0 | 1,543,075 | 1,543,075 | 26.1% |
Wintergreen Fund, Inc | 0 | 1,232,334 | 0 | 1,232,334 | 1,232,334 | 20.9% |
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Page 1 of 13 – SEC Filing
Consolidated-Tomoka Land Co. |
(Name of Issuer) |
Common Stock, par value $1.00 per share |
(Title of Class of Securities) |
210226106 |
(CUSIP Number) |
David J. Winters c/o Wintergreen Advisers, LLC 333 Route 46 West, Suite 204 Mountain Lakes, New Jersey 07046 (973) 263 – 2600 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
April 7, 2016 |
(Date of Event Which Requires Filing of this Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.240.13D-1(e), 240.13d‑1(f) or 240.13d-1(g), check the following box [X]. |
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. |
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. | |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). |
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Page 2 of 13 – SEC Filing
CUSIP No. | 210226106 |
1. | NAME OF REPORTING PERSONS | |
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||
Wintergreen Advisers, LLC |
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
(a) | [__] | ||
(b) | [X] |
3. | SEC USE ONLY | |
4. | SOURCE OF FUNDS* | |
AF |
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | [_] | |
6. | CITIZENSHIP OR PLACE OF ORGANIZATION | |
Delaware, USA |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | ||
7. | SOLE VOTING POWER | |
0 |
8. | SHARED VOTING POWER | |
1,543,075 |
9. | SOLE DISPOSITIVE POWER | |
0 |
10. | SHARED DISPOSITIVE POWER | [_] | |
1,543,075 |
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
1,543,075 |
12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES | |
CERTAIN SHARES* | ||
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
26.1% |
14. | TYPE OF REPORTING PERSON* | |
IA | ||
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Page 3 of 13 – SEC Filing
CUSIP No. | 210226106 |
1. | NAME OF REPORTING PERSONS | |
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||
Wintergreen Fund, Inc. |
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
(a) | [__] | ||
(b) | [X] |
3. | SEC USE ONLY | |
4. | SOURCE OF FUNDS* | |
WC |
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | [_] | |
6. | CITIZENSHIP OR PLACE OF ORGANIZATION | |
Maryland, USA |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | ||
7. | SOLE VOTING POWER | |
0 |
8. | SHARED VOTING POWER | |
1,232,334 |
9. | SOLE DISPOSITIVE POWER | |
0 |
10. | SHARED DISPOSITIVE POWER | [_] | |
1,232,334 |
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
1,232,334 |
12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES | |
CERTAIN SHARES* | ||
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
20.9% |
14. | TYPE OF REPORTING PERSON* | |
IV | ||
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Page 4 of 13 – SEC Filing
CUSIP No. | 210226106 | ||
Item 1. | Security and Issuer. | ||
The name of the issuer is Consolidated-Tomoka Land Company, a Florida corporation (the “Issuer”). 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 Common Stock, par value $1.00 per share (the “Shares”). | |||
Item 2. | Identity and Background. | |
(a, f) This Schedule 13D is being filed jointly by Wintergreen Advisers, LLC, (“Wintergreen Advisers”), a Delaware limited liability company (the “Investment Manager”) and 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”) (together, the “Reporting Persons”). (b) The principal business address of the Reporting Persons is 333 Route 46 West, Suite 204, Mountain Lakes, New Jersey 07046. (c) Wintergreen Advisers is an investment management firm that serves as the investment adviser to certain private investment funds, including Wintergreen Fund. Wintergreen Fund is an investment company registered under the Investment Company Act. (d) None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) None of the Reporting Persons has, 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 was or is 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 Wintergreen Advisers may be deemed to beneficially own 1,543,075 Shares and Wintergreen Fund may be deemed to beneficially own 1,232,334 Shares. The source of funds used to purchase the Shares was the working capital of Wintergreen Fund and other investment vehicles managed by Wintergreen Advisers. The aggregate funds used by the Reporting Persons to make the purchases were approximately $74.0 million. | ||
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Page 5 of 13 – SEC Filing
Item 4. | Purpose of Transaction. |
Item 5. | Interest in Securities of the Issuer. |
Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
Item 7. | Material to be Filed as Exhibits. |
Exhibit A | Joint Filing Statement | |
Exhibit B | Open Letter Regarding the Issuer’s 2016 Definitive Proxy Statement | |
Exhibit C | Transactions in the Shares by Entities Advised by Wintergreen Advisors |
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Page 6 of 13 – SEC Filing
Dated: April 7, 2016 | Wintergreen Advisers, LLC | |
By: /s/ David J. Winters | ||
Name: David J. Winters | ||
Title: Managing Member |
Wintergreen Fund, Inc. | ||
By: /s/ David J. Winters | ||
Name: David J. Winters | ||
Title: Executive Vice President |
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Page 7 of 13 – SEC Filing
Dated: April 7, 2016 | Wintergreen Advisers, LLC | |
By: /s/ David J. Winters | ||
Name: David J. Winters | ||
Title: Managing Member |
Wintergreen Fund, Inc. | ||
By: /s/ David J. Winters | ||
Name: David J. Winters | ||
Title: Executive Vice President |
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Page 8 of 13 – SEC Filing
![image00001.jpg](image00001.jpg)
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Page 9 of 13 – SEC Filing
– | Against the issuance of additional shares of CTO |
– | Against the re-election of each director |
– | Against the ratification of the appointment of Grant Thornton, LLP as auditor |
– | Against the advisory vote to approve executive compensation |
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Page 10 of 13 – SEC Filing
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Page 11 of 13 – SEC Filing
– | Item 1: Against each of the seven directors nominated for one year terms |
– | Item 2: Against the ratification of the appointment of Grant Thornton, LLP as auditor |
– | Item 3: Against the advisory vote to approve executive compensation |
– | Item 5: Against the issuance of additional shares of CTO |
– | Item 4: For the hiring of an independent advisor to evaluate ways to maximize shareholder value |
Liz Cohernour, COO | David J. Winters, CEO |
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Page 12 of 13 – SEC Filing
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Page 13 of 13 – SEC Filing
Shares Purchased / (Sold) | Date | Price |
(161,175) | 3/10/2016 | $48.09 |
161,175 | 3/10/2016 | $48.09 |