-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HXNHL+l5PYjqJNeLY9R6Qi941Uv9bBRZt2B7jc/MbokPA2D5VDnUwYM2RUiMz+c+ XTbrKfeNm4IhJJvWpQ61og== 0001360079-09-000009.txt : 20091223 0001360079-09-000009.hdr.sgml : 20091223 20091223164533 ACCESSION NUMBER: 0001360079-09-000009 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20091223 DATE AS OF CHANGE: 20091223 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CONSOLIDATED TOMOKA LAND CO CENTRAL INDEX KEY: 0000023795 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 590483700 STATE OF INCORPORATION: FL FISCAL YEAR END: 1028 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-10819 FILM NUMBER: 091258623 BUSINESS ADDRESS: STREET 1: 1530 CORNERSTONE BLVD., STE. 100 CITY: DAYTONA BEACH STATE: FL ZIP: 32117 BUSINESS PHONE: 386-274-2202 MAIL ADDRESS: STREET 1: PO BOX 10809 CITY: DAYTONA BEACH STATE: FL ZIP: 32120-0809 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Wintergreen Advisers, LLC CENTRAL INDEX KEY: 0001360079 IRS NUMBER: 202940772 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 333 ROUTE 46 WEST STREET 2: SUITE 204 CITY: MOUNTAIN LAKES STATE: NJ ZIP: 07046 BUSINESS PHONE: (973) 263-2600 MAIL ADDRESS: STREET 1: 333 ROUTE 46 WEST STREET 2: SUITE 204 CITY: MOUNTAIN LAKES STATE: NJ ZIP: 07046 SC 13D/A 1 coto13d091223.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------------- SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 23) 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 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) December 21, 2009 - -------------------------------------------------------------------------------- (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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. 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. - ---------- (1) 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 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). 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) [x] (b) [_] 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 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 1,481,474 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 1,481,474 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,481,474 - See Item 5 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 25.9% 14. TYPE OF REPORTING PERSON* IA 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) [x] (b) [_] 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 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 715,423 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 715,423 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 715,423 - See Item 5 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [x] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.5% 14. TYPE OF REPORTING PERSON* IV CUSIP No. 210226106 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Wintergreen Partners Fund, LP 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [_] 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 Delaware, USA NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 391,114 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 391,114 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 391,114 - See Item 5 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [x] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.8% 14. TYPE OF REPORTING PERSON* PN CUSIP No. 210226106 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Wintergreen Partners Offshore Master Fund, Ltd. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [_] 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 Cayman Islands NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 213,762 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 213,762 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 213,762 - See Item 5 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [x] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.7% 14. TYPE OF REPORTING PERSON* CO CUSIP No. 210226106 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Renaissance Global Markets Fund 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [_] 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 Canada NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 161,175 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 161,175 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 161,175 - See Item 5 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [x] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.8% 14. TYPE OF REPORTING PERSON* CO CUSIP No. 210226106 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) David J. Winters 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [_] 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 USA NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 1,481,474 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 1,481,474 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,481,474 - See Item 5 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 25.9% 14. TYPE OF REPORTING PERSON* IN 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 is 1530 Cornerstone Boulevard, Suite 100 Daytona Beach, Florida 32117. - -------------------------------------------------------------------------------- Item 2. Identity and Background. (a-c, f) This statement is being filed by (i) Wintergreen Fund, Inc, a Maryland USA corporation registered as an investment company under the Investment Company Act of 1940, as amended ("Wintergreen Fund"), (ii) Wintergreen Partners Fund, LP, an unregistered pooled investment vehicle organized as a Delaware USA limited partnership ("Wintergreen Partners"), (iii) Wintergreen Partners Offshore Master Fund, Ltd., an unregistered pooled investment vehicle organized as a Cayman Islands exempted company ("Wintergreen Offshore"), (iv) Renaissance Global Markets Fund, a mutual fund trust organized under the laws of Ontario Canada ("Renaissance"), (v) Wintergreen Advisers, LLC, ("Wintergreen Advisers"), a Delaware USA limited liability company which acts as investment manager of Wintergreen Fund, Wintergreen Partners, Wintergreen Offshore, Renaissance and other investment vehicles, and (vi) David J. Winters, a citizen of the United States ("David Winters"), the managing member and portfolio manager of Wintergreen Advisers. (Each of Wintergreen Fund, Wintergreen Partners, Wintergreen Offshore, Renaissance, Wintergreen Advisers, and David Winters may be referred to herein as a "Reporting Person" and collectively may be referred to as "Reporting Persons"). The principal business and principal office address of each of David Winters, Wintergreen Fund, Wintergreen Partners and Wintergreen Advisers is 333 Route 46 West, Suite 204, Mountain Lakes, New Jersey. (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 Wintergreen Advisers may be deemed to beneficially own 1,481,474 Shares. As of the date hereof Wintergreen Fund beneficially owns 715,423 Shares. As of the date hereof Wintergreen Partners beneficially owns 391,114 Shares. As of the date hereof Wintergreen Offshore beneficially owns 213,762 Shares. As of the date hereof Renaissance beneficially owns 161,175 Shares. The source of funds used to purchase the securities reported herein was the working capital of Wintergreen Fund, Wintergreen Partners, Wintergreen Offshore, and Renaissance. The aggregate funds used by the forgoing Reporting Persons to make the purchases was approximately $87.1 million. No borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes in the ordinary course of business. - -------------------------------------------------------------------------------- Item 4. Purpose of Transaction. Advisory clients of Wintergreen Advisers are the beneficial owners of approximately 25.9% of the Issuer's common stock. Wintergreen Advisers has initiated discussions with the Issuer on maximizing the value of the Daytona properties, through direct development or partnerships. Wintergreen Advisers intends to continue its dialogue with, and to take an active interest in, the Issuer to encourage strategic focus on the Volusia county properties. To this end, Wintergreen Advisers, from time to time, will communicate with the Issuer and other holders of Common Stock regarding such matters. The Reporting Persons may in the future purchase additional Shares or dispose of some or all of such Shares in open-market transactions or privately negotiated transactions. Other than as described herein, the Reporting Persons do not have any plans or proposals that would result in any of the actions described in paragraphs (b) through (j) of Item 4 of the instructions to Schedule 13D. - -------------------------------------------------------------------------------- Item 5. Interest in Securities of the Issuer. (a, b) The Reporting Persons are a group and are each deemed to be the beneficial owner of 1,481,474 Shares, constituting 25.9% of the Shares of the Issuer, based upon 5,723,268 Shares outstanding as of the date of this filing. Each Reporting Person disclaims beneficial ownership in the Shares reported herein except to the extent of its pecuniary interest therein. (a, b) As of the date hereof, Wintergreen Advisers as investment manager of Wintergreen Fund, Wintergreen Partners, Wintergreen Offshore and Renaissance, and David Winters, a managing member and portfolio manager of Wintergreen Advisers may be deemed to be the beneficial owner of 1,481,474 Shares, constituting 25.9% of the Shares of the Issuer, based upon 5,723,268 Shares outstanding as of the date of this filing. Wintergreen Advisers has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 1,481,474 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 1,481,474 Shares. David Winters has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 1,481,474 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 1,481,474 Shares. (a, b) As of the date hereof, Wintergreen Fund is the beneficial owner of 715,423 Shares (1), constituting 12.5% of the Shares of the Issuer, based upon 5,723,268 Shares outstanding as of the date of this filing. Wintergreen Fund has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 715,423 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 715,423 Shares. (a, b) As of the date hereof, Wintergreen Partners is the beneficial owner of 391,114 Shares (1), constituting 6.8% of the Shares of the Issuer, based upon 5,723,268 Shares outstanding as of the date of this filing. Wintergreen Partners has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 391,114 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 391,114 Shares. (a, b) As of the date hereof, Wintergreen Offshore is the beneficial owner of 213,762 Shares (1), constituting 3.7% of the Shares of the Issuer, based upon 5,723,268 Shares outstanding as of the date of this filing. Wintergreen Offshore has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 213,762 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 213,762 Shares. (a, b) As of the date hereof, Renaissance is the beneficial owner of 161,175 Shares (1), constituting 2.8% of the Shares of the Issuer, based upon 5,723,268 Shares outstanding as of the date of this filing. Renaissance has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 161,175 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 161,175 Shares. (c) Wintergreen caused its advisory clients to effect transactions in the Shares during the past 60 days as set forth below: DATE TYPE NO OF SHARES PRICE/SHARE ---- ---- ----------- ---------- 12/21/09 Sale 150,462 35.90 12/21/09 Sale 7,212 35.90 12/21/09 Purchase 150,462 35.90 12/21/09 Purchase 7,212 35.90 (d) N/A (e) N/A - -------------------------------------------------------------------------------- Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. N/A. - -------------------------------------------------------------------------------- Item 7. Material to be Filed as Exhibits. Exhibit A: Agreement between the Reporting Persons to file jointly - -------------------------------------------------------------------------------- SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Wintergreen Advisers, LLC By: David J. Winters, Managing Member. /s/ David J. Winters ______________________________________ Wintergreen Fund, Inc. By: David J. Winters, Executive Vice President /s/ David J. Winters ______________________________________ Wintergreen Partners Fund, LP By: Wintergreen GP, LLC By: David J. Winters, Managing Member /s/ David J. Winters ______________________________________ Wintergreen Partners Offshore Master Fund, Ltd. By: Wintergreen Advisers, LLC By: David J. Winters, Managing Member /s/ David J. Winters ______________________________________ Renaissance Global Markets Fund By: David J. Winters, Attorney-in-Fact /s/ David J. Winters ______________________________________ David J. Winters /s/ David J. Winters ______________________________________ December 23, 2009 Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001). Exhibit A AGREEMENT The undersigned agree that this Amendment No 23 to Schedule 13D dated December 23, 2009, relating to the Common Stock, par value $1.00 per share of Consolidated-Tomoka Land Co. shall be filed on behalf of the undersigned. Wintergreen Advisers, LLC. By: David J. Winters, Managing Member /s/ David J. Winters ______________________________________ Wintergreen Fund, Inc. By: David J. Winters, Executive Vice President /s/ David J. Winters ______________________________________ Wintergreen Partners Fund, LP By: Wintergreen GP, LLC By: David J. Winters, Managing Member /s/ David J. Winters ______________________________________ Wintergreen Partners Offshore Master Fund, Ltd. By: Wintergreen Advisers, LLC By: David J. Winters, Managing Member /s/ David J. Winters ______________________________________ Renaissance Global Markets Fund By: David J. Winters, Attorney-in-Fact /s/ David J. Winters ______________________________________ David J. Winters /s/ David J. Winters ______________________________________ December 23, 2009 - -----END PRIVACY-ENHANCED MESSAGE----- -----END PRIVACY-ENHANCED MESSAGE-----