For the period ending March 31, 2016, the Wintergreen Advisers Fund’s 1-year, 5-year, 10-year, and since inception (10/17/05) average annual returns for the Investor Class were -3.79%, 2.39%, 4.53%, and 5.12%, respectively, and the 1-year, and since inception (12/30/11) average annual return for the Institutional Class were -3.54%, and 3.53%, respectively. Performance data quoted represents past performance and is no guarantee of future results. Current performance may be lower or higher than the performance data quoted. Investment return and principal value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than original cost. Shares redeemed within 60 days of purchase are subject to a 2.00% redemption fee. As stated in the current prospectus, the Fund’s total annual operating expense ratio for Investor Class shares (WGRNX) is 1.89%, and Institutional Class shares (WGRIX) is 1.65%. Click here to view the Fund’s most recent month-end performance data.
Wintergreen Advisers, LLC to Oppose Consolidated-Tomoka Land Co. Proposed Share Issuance that It Believes Could Dilute Current Holders by 23%, and Support Proposal to Hire Independent Advisor to Maximize Shareholder Value
Wintergreen Advisers also Files 13D Indicating 26% Deemed Beneficial Ownership of Consolidated-Tomoka Land Co.
April 7, 2016 10:00AM Eastern Daylight Time
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MOUNTAIN LAKES, NJ – Wintergreen Advisers, LLC (“Wintergreen” or “the Firm”) today announced that it intends to vote against certain proxy items proposed by Consolidated-Tomoka Land Co. (“CTO” or “the Company”, NYSE: CTO), including the Item 5 proposal to issue additional shares of common stock. According to Wintergreen’s analysis of CTO’s proxy statement, Wintergreen believes this issuance, if fully exercised, could dilute existing CTO shareholders to the tune of more than 23%. Accordingly, the Firm believes that this proposal is destructive to the interests of CTO shareholders and it plans on voting no to Item 5.
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.
In a letter filed with the Securities and Exchange Commission (“SEC”), Wintergreen indicated it will support the Wintergreen proposal to request that CTO hire an independent adviser to evaluate ways to maximize shareholder value. Wintergreen believes that shares of CTO are extremely undervalued and that substantial value is available to be unlocked quickly. Wintergreen believes an independent third party would accelerate this process by assisting CTO’s Board of Directors (the “Board”) in identifying viable opportunities to maximize shareholder value. To view the letter, please visit http://www.wintergreenadvisers.com.
In its letter, Wintergreen also indicated that it plans to vote against the following Board sponsored proposals:
- 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
Wintergreen’s Schedule 13D, filed with the SEC, also indicates Wintergreen’s 26% deemed beneficial ownership of CTO as of April 6, 2016. (https://www.sec.gov/Archives/edgar/data/23795/000091957416012298/d6673322a_13d-a3.htm)
Wintergreen believes these items are not in the best interest of CTO shareholders, and that shareholders deserve better than this.
Wintergreen Advisers SEC 13D Filing
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.
Item 4. Purpose of Transaction.
The Reporting Persons acquired the Shares for investment purposes in the course of the Reporting Persons’ investing activities, and will review their investment in the Issuer on a regular basis. On Thursday, April 7, 2016, the Reporting Persons sent an open letter, published on the internet, and attached hereto as Exhibit B, stating how they intend to vote with respect to certain items in the Issuer’s 2016 Definitive Proxy Statement. Specifically, the Reporting Persons intend to vote (i) against the re-election of all 7 directors; (ii) against the ratification of the appointment of Grant Thornton as auditor; (iii) against the approval of executive compensation; (iv) for the hiring of an independent advisor to evaluate ways to maximize shareholder value; and (v) against the issuance of additional shares. As described in the open letter, with respect to the Issuer’s proposal to authorize the issuance of additional shares, the Reporting Persons believe this issuance, if fully exercised, could dilute existing Issuer shareholders to the tune of more than 23%. Accordingly, the Reporting Persons believe that this proposal is destructive to the interests of the Issuer’s shareholders and they plan on voting no to Item 5.
The Reporting Persons intend to closely evaluate the performance of the Issuer, including, but not limited to, its share price, business, assets, operations, financial condition, capital structure, management’s performance and prospects of the Issuer. In addition, the Reporting Persons reserve the right to, without limitation, acquire additional Shares, dispose of all or some of the Shares they currently hold from time to time, in each case in open market or private transactions, block sales or purchases or otherwise, or may continue to hold the Shares. Further, the Reporting Persons reserve the right to revise their plans or intentions and to take any and all actions that they may deem appropriate to maximize the value of their investment in the Issuer in light of their general investment policies, market conditions, and subsequent developments affecting the Issuer.
The Reporting Persons have no plans or proposals as of the date of this filing which, other than as expressly set forth above, relate to, or would result in, any of the actions enumerated in clauses (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a-e) As of the date hereof, Wintergreen Advisers may be deemed to be the beneficial owner of 1,543,075 Shares (26.1%) of the Issuer, and Wintergreen Fund may be deemed to be the beneficial owner of 1,232,334 Shares (20.9%) of the Issuer, each based upon the 5,944,412 shares outstanding as of the latest practicable date, as represented by the Issuer in its Form 10-K for the fiscal year ended December 31, 2015.
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 1,543,075 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 1,543,075 Shares.
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 1,232,334 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 1,232,334 Shares.
The trading date, number of Shares purchased or sold and the price per share for all transactions in the Shares during the past 60 days by the Reporting Persons are set forth in Exhibit C.
See full 13D Filing below.
About Wintergreen Advisers
Established in 2005 by Liz Cohernour and David J. Winters, Wintergreen is an independent global money manager that employs a research-driven value style in managing global securities. As of March 31, 2016, Wintergreen Advisers had approximately $710 million under management on behalf of individuals and institutions through its mutual fund and other clients, and is based in Mountain Lakes, New Jersey.