CTO Realty Growth, Inc. — Proxy Solicitation & Information Statement 2017

Apr 19, 2017

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CONSOLIDATED-TOMOKA LAND CO.
(Name of Registrant as Specified in Its Charter)
WINTERGREEN ADVISERS, LLC WINTERGREEN PARTNERS FUND, LP WINTERGREEN PARTNERS OFFSHORE MASTER FUND, LTD. WINTERGREEN ADVISERS, LLC DAVID J. WINTERS ELIZABETH N. COHERNOUR EVAN H. HO EDWARD W. POLLOCK
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On April 12, 2017, Liz Cohernour was interviewed on WELE-AM 1380 radio. A written transcript of the interview is attached hereto.

4/12/17 Interview with Big John

0:00:00.520,0:00:03.680

All right. Let's take a phone call.

Hi, we are in the big house.

0:00:05.010,0:00:08.160

Hi, Big John.

It's Liz Cohernour calling.

0:00:08.333,0:00:10.867

Hey, Liz, I'm going to just call you

Liz Wintergreen

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'cause you got a hard name.

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I certainly do.

0:00:14.233,0:00:16.967

Yeah. So you work

for Wintergreen, right?

0:00:17.433,0:00:19.367

-Yes, I do.

-Something like that.

0:00:19.433,0:00:21.800

-Yeah.

-So we have to tell that,

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I wanna warn you,

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I talked to your boss, Steve,

and he said you'll be cool, so...

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All right. Anyway,

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we have Republican eavesdroppers.

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-Okay?

-So we can't use big words

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on the radio.

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-Okay?

-I'll be right at home.

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All right. So, Liz works

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for this guy, Bill Winters,

and Wintergreen and this whole thing.

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And you all know, 27% or there,

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close to that, of CTO or CTL,

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Consolidated Tomoka

Land Company of stock.

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Right.

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And you and Winters don't think

that AllBright, who we can't stand.

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And Patten, who we can't stand.

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You know neither one of them

live in our town.

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I heard that. That they

accepted the jobs,

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but they didn't move to Daytona.

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Yeah, they live in Winter Park

with the rich people,

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something like that, 'cause they're

snobs and they don't live with us.

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You know, we used to have

a guy, Bob Allen,

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he was terrific. And I guess

we got spoiled by him.

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And we expect everybody that runs

Consolidated Tomoka to be a Bob Allen.

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And that, these guys are like

recovering bankers or something.

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Oh, yeah... That were there.

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So you guys up there,

Wintergreen in New Jersey,

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you think that you could

put together a better plan

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for stockholders

of Consolidated Tomoka Land.

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-Absolutely.

-Tell us a little bit about your plan.

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Sure, Well,

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first of all,

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our plan is to come in

with four experienced directors.

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In that, backgrounds

that will be helpful to the company.

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So David Winter's my business partner

and he has been an analyst

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for 30 years.

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A portfolio manager, he's done

lot of real estate transactions. And,

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I... A lawyer by training,

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but please don't hold that

against me...

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No, we'd like worse, we just got a guy

in the internal big city commission

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who's a lawyer and he didn't like

that the money was running,

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'cause some rich people supported him.

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But he's supporting poor people's

stuff and we really liked him.

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We honestly believe in doing

what it is that we think is right.

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And what we think is right

is to be looking out

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for the interest of all shareholders.

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And to put shareholder interest

ahead of management's.

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And so...

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The board of directors worked

for the owners of the company

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and that's exactly what it is

that we believe we should be doing.

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Our other two director candidates

are Eddie Polec,

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and... Who's got real estate

and industrial background

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and he's actually

gone through Daytona.

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He spent a lot of time there,

he might look familiar to you

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when you see him

at the annual meeting.

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-Okay.

-He's been there and actually

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done an appraisal of each

of the pieces of property

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that CTO owns in Volusia County.

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So he's very familiar with that.

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And Evan Ho is a guy who's really good

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with credit risks

and the 1041 portfolio.

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Is he a Chinese person?

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He is indeed.

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Let me tell you, our Shores Resort

and Spa, our fanciest joint in town.

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Just got bought up

by some Chinese people.

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I mean, our world's changing.

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Oh, you know

and Evan worked for a number of years

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in Hong Kong and China

in his early career

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doing work with real estate

and other projects.

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-Yeah.

-And he has some very good connections

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with people from that part

of the world

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who are interested in expanding

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their business and their activities

to include Florida.

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So Evan has very good connections

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to make them aware of Daytona.

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They know of Miami

and they know of Orlando, but

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I don't think that

there's been a lot of

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investment like that.

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Although, you mentioned,

you're one best spa. That's terrific.

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Well, it's the Shores Resort and Spa,

it's like a hotel.

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-Yes, I...

-But they call it

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resort spa, it's for rich people.

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No, I was there this morning

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and they don't want me to park

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on the same side of the street

while I got a little electric car,

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so I go around the barricades.

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And so, I hate to go there.

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So somebody thinks that

I thought were wrong.

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I couldn't even get

clean park or local...

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A guitar playing rider.

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He'd rather be playing guitar

than riding.

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To write about AllBright selling

the stock. I didn't understand that.

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You know, it's...

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We didn't understand it either.

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And he was selling a stock

at a very fast clip,

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which is something that SEC requires

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executives from listed companies

to report

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their buying and selling

of their own corporate stock.

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And IFS is the biggest

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consulting firm that advises people

how to vote their proxy stock.

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And one of the things

they don't like is

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people who leverage

their own corporate stock.

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And AllBright had borrowed

against his own stock.

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And...

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he said on a recorded conference call,

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for where he was announcing

quarterly earnings,

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that he was selling the stock

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because he had to get

his leverage down.

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And to meet the IFS requirements.

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So it was...

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If it was Friday, you were pretty much

gonna be seeing

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a form saying AllBright

had sold more stock.

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And he has sold a lot.

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About how much... That...

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The one that I tried to get

Clayton Park to write about,

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was 17,500 shares, I think.

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Would we have collected based on

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the CTO public filings that they make?

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Is that, he sold about 58,000 shares

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of his own stock.

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Yeah, and he gets them

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at a cheaper price or something?

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Often they have different bonus awards

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and so... Yes, they can...

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They're all structured differently

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and frequently they are acquired

at less than

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the price that you or I

would pay for the stock.

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Some of it dusts over time,

so he has to wait

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for the stock to get

to a certain price.

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So, it is...

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The actual ownership that he has

in the company that he could

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sell right now if he wanted to,

because it truly belongs to him,

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is relatively small.

I don't know the exact number.

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I think somewhere

around 28,000 shares.

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Okay.

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And if he sold 58,000

in the last year,

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that gives you a clue

to his confidence in the company.

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Right. So it seems like

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it's just sort of a hobby to him

or something, I don't know.

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And...

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Then Hyatt Brown,

you know who that is?

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-I do indeed. He's that...

-So.

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-...big insurance broker.

-Yeah.

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So I got shares in CTO, I got

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shares in Brown and Brown and ISC.

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And I'm mad at ISC because I missed

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their annual meeting today

'cause they didn't

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publish a little thing about it.

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And I don't...

They know annual meetings

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aren't gonna be

like Consolidated Tomoka.

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You're probably gonna have

a sold-out house.

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Good. I look forward

to seeing investors.

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We've heard from a lot of them who are

very supportive of what we're doing.

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And...

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many of them

we've met with over the years.

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I know I have seen you at many

of those shareholder meetings.

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All right, I would love to go

just to try to antagonize

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AllBright and Bob Patten.

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Because they are snobs.

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Well, let me tell...

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...get some information

for all investors, but...

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Well, let me tell you, I have

a couple of friends that work there.

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They are not that important.

They are not like these two guys.

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Well, they still have jobs

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because I have to be able

to tell them that.

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I think that it's very important for

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the people who work at CTO

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to have jobs, and to have

interesting jobs where they're able to

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take full advantage of their skills

and talents and to move forward.

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So it is not our plan to go in

and fire people at all.

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Okay.

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I highly suspect that

we're gonna be getting to know

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some really good, qualified,

hardworking people.

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And...

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it's been our experience in the past

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that we've met some of the

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people who don't have

the big titles there,

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who we've been very impressed by.

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And I think there's only

about 12 people work there.

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-So am I close on that or...

-Yes.

0:09:22.367,0:09:23.367

Really small.

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It is small.

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A lot of their...

0:09:27.767,0:09:31.100

real land sales work is outsourced

to the brokers.

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And...

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a company with this kind

of assets and portfolio,

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it should be relatively

small number of people.

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So this guy, Ho, took a look

at the properties they got.

0:09:44.333,0:09:48.333

Can you... I don't know if you

are able to do this or not.

0:09:48.400,0:09:50.633

But they did a Trader Joe's thing,

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we're not supposed

to call Trader Joe's,

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then they did the Tanger thing.

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And then they did

the Margaritaville thing.

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-Right?

-Right.

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Did you guys think

they were good, bad or

0:10:02.533,0:10:04.300

-anything common...

-Well,

0:10:04.367,0:10:05.933

I would say that

0:10:06.333,0:10:08.933

real estate very much goes in cycle.

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We all know that, if we are trying

to be buying or selling a house.

0:10:12.567,0:10:16.967

And Daytona, a few years ago,

like most other countries,

0:10:17.033,0:10:19.200

the real estate market

was in the doldrums.

0:10:19.667,0:10:25.070

And now it's really looking

pretty good. This is the time,

0:10:25.200,0:10:28.233

in a real estate cycle,

to be making sales.

0:10:28.467,0:10:30.733

And so I think that's good.

0:10:31.610,0:10:35.640

Tanger outlets are probably

an asset for people who want

0:10:36.300,0:10:38.900

quality, reasonably priced items,

0:10:39.900,0:10:42.267

good access to I-95 right there.

0:10:42.333,0:10:44.433

I have to tell ya,

I think it's a rip off.

0:10:44.867,0:10:47.400

-Is it?

-Yeah, I'm not a fashion plague.

0:10:47.467,0:10:49.533

You probably don't remember

why we're calling.

0:10:49.600,0:10:53.767

So... But I sure do upscale

street person attire.

0:10:53.967,0:10:58.067

And I'm known

for my mismatched plaids.

0:10:58.133,0:10:59.900

Because that's my fashion statement.

0:10:59.967,0:11:02.167

-I do remember you wearing plaids.

-Yeah?

0:11:02.280,0:11:05.750

So I wear Crocs

'cause they're really comfortable.

0:11:06.067,0:11:08.233

And so I went to the Croc outlet,

0:11:08.300,0:11:09.700

-right?

-Right.

0:11:09.767,0:11:12.700

They wanted $33 for a pair of Crocs.

0:11:13.180,0:11:16.050

And I could go to Marshall's

and get it for 17.

0:11:16.630,0:11:18.720

So I thought, that's not too good.

0:11:18.990,0:11:21.030

Now that sounds pricey.

0:11:21.100,0:11:24.300

The last time I was

at the Tanger outlet mall,

0:11:24.367,0:11:27.500

it was shortly

after they had opened and

0:11:27.633,0:11:30.667

there was a lot of space

that was left available to be rented.

0:11:30.733,0:11:35.530

Right. But do you think they sold it

for the right amount of money or...

0:11:35.733,0:11:38.633

Do you have any comment

on the business deal?

0:11:39.067,0:11:43.633

Rather than comment

on the specific one, if I were

0:11:43.700,0:11:47.433

to make a couple of general comments

about their land transactions.

0:11:47.833,0:11:49.033

And that is,

0:11:49.560,0:11:51.140

they seem to

0:11:51.500,0:11:54.333

announce contracts

for land at one price

0:11:54.580,0:11:57.400

and to close them

at a much lower price.

0:11:57.740,0:11:58.890

And that is

0:11:59.000,0:12:02.267

their routine MO and...

0:12:03.133,0:12:06.267

If I sell my house

and I get a contract on it,

0:12:06.333,0:12:09.000

I'm not likely to be changing

the price of the day of the closing.

0:12:09.167,0:12:11.900

Right. How about

the Margaritaville deal?

0:12:11.967,0:12:13.500

Did you look at that at all?

0:12:14.267,0:12:16.833

We saw the Margaritaville deal.

0:12:17.300,0:12:19.833

I understand that there

are a number of baby boomers

0:12:19.900,0:12:23.533

who are interested

in moving to Florida.

0:12:24.900,0:12:28.000

And certainly Daytona should be

an attractive destination.

0:12:29.200,0:12:33.000

This is, as I understand it,

the first one in sort of a series

0:12:33.067,0:12:35.100

of Margaritaville type

0:12:35.640,0:12:36.970

investment.

0:12:38.033,0:12:41.400

I don't know, what do you guys think

of it there? You're much closer to it.

0:12:41.467,0:12:43.733

Well, I haven't done

my homework on it yet.

0:12:43.800,0:12:45.733

But my initial

0:12:46.633,0:12:49.967

fears are they will not pay

school impact fees,

0:12:50.267,0:12:52.400

because it'll be

55 and over community.

0:12:52.970,0:12:57.590

And I'm not sure about the rest

of the school taxes, so

0:12:57.900,0:13:02.700

I need to do more homework before

I could comment. But on Trader Joe's,

0:13:03.800,0:13:06.333

the taxpayers

in the city of Daytona Beach

0:13:06.400,0:13:08.233

and the County of Volusia

happen to have,

0:13:09.200,0:13:12.200

put up 4.5 million bucks.

0:13:12.867,0:13:15.233

And... No, time out.

0:13:15.667,0:13:18.500

They put up, I'm sorry,

five million bucks. Five million.

0:13:19.600,0:13:23.100

Two point five for city of Daytona,

two point five from the County.

0:13:23.967,0:13:26.967

Bob Allen ran that place for

0:13:27.700,0:13:31.033

fifteen years, maybe 20 years,

I'm not sure, a really long time.

0:13:31.533,0:13:35.600

And he only came to us one time

for money, that was 375,

0:13:35.667,0:13:37.900

three hundred and seventy five

thousand from the County,

0:13:37.967,0:13:40.933

three seventy five from the city,

for the tennis center,

0:13:41.240,0:13:46.120

which of course now is empty

because USA tennis moved to

0:13:46.630,0:13:48.667

Lake Nona in Orlando.

0:13:49.533,0:13:51.933

So that will be

a little bit of a burden.

0:13:52.733,0:13:56.833

And that's the only time

he asked for money

0:13:56.900,0:14:00.033

so AllBright... Of course,

AllBright says it wasn't for him.

0:14:00.340,0:14:04.200

These companies don't...

I don't think they...

0:14:04.333,0:14:06.867

I think AllBright said, "You can

get the money from the County."

0:14:06.933,0:14:09.300

Then he called the County probably

and said, "Hey,

0:14:09.367,0:14:10.967

we can get him if you do this."

0:14:11.233,0:14:14.533

Rather than him doing it

as a private businessman.

0:14:14.833,0:14:17.133

And then he did the same thing

with Tanger

0:14:17.200,0:14:21.100

but we only spent 2.25 and 2.25, 4.5.

0:14:21.340,0:14:24.890

So total outright taxpayer money,

9.5 million.

0:14:26.380,0:14:29.820

That's almost unheard of except for

0:14:30.050,0:14:34.600

one Daytona which just had

a similar deal but for more money.

0:14:34.920,0:14:39.340

But this bit about hitting

the taxpayers on private stuff

0:14:40.120,0:14:41.600

doesn't sit with me properly.

0:14:42.800,0:14:46.133

No, I can understand that. It's...

0:14:48.633,0:14:53.167

Taxpayers don't like

paying the bills for somebody else.

0:14:53.233,0:14:55.200

-Right.

-Who's new and coming into town...

0:14:55.320,0:14:58.300

Tanger must be a billionaire.

Did you ever meet Tanger?

0:14:58.700,0:14:59.933

I did not.

0:15:00.000,0:15:03.633

Yeah, so he had a big fancy thing

for the ground-breaking.

0:15:04.160,0:15:09.030

But then, his grand opening

was for 4,000. Everybody's and...

0:15:09.340,0:15:11.240

It was special.

0:15:11.467,0:15:13.533

But he's got this tall,

blond girlfriend,

0:15:13.600,0:15:15.440

but I went up to him

and I said, "Man, Tanger,

0:15:16.120,0:15:19.900

if I had to pick a rich person

out of the crowd, you would be it."

0:15:20.133,0:15:24.333

Because he just had that

really rich look.

0:15:24.967,0:15:27.100

-So was he flattered?

-I don't know.

0:15:28.033,0:15:30.300

No, I'll probably never see him again.

0:15:30.600,0:15:32.867

But...

0:15:33.800,0:15:35.467

See this Margaritaville.

0:15:36.220,0:15:38.380

Our roads aren't ready

for Margaritaville.

0:15:38.460,0:15:40.567

Our roads aren't ready for Tanger,

for that matter.

0:15:41.067,0:15:45.567

And we still had to give him

9.5 million on top of that.

0:15:45.633,0:15:47.400

-So...

-That's a lot of money.

0:15:47.470,0:15:49.300

Yeah, so I'm a little...

0:15:49.533,0:15:52.133

So I'm worried about the next project.

0:15:52.200,0:15:54.500

The next project I think is of Sam's.

0:15:54.880,0:15:59.633

And then Northern American

Development something...

0:16:00.000,0:16:03.567

is gonna put a whole bunch of stuff

but we don't know what it is yet,

0:16:03.633,0:16:05.867

so, we're still finding out.

0:16:06.333,0:16:09.667

Yeah, no, it's...

One of the challenges is

0:16:10.967,0:16:13.967

getting so much of the information,

so piecemeal.

0:16:14.100,0:16:16.467

-Right.

-That it's difficult.

0:16:17.340,0:16:19.820

The Wintergreen team

0:16:20.967,0:16:24.767

of director candidates is very much

in favor of improved disclosure.

0:16:25.990,0:16:29.060

And having people really be able

to understand more,

0:16:29.200,0:16:31.300

what's going on

and what the motives are.

0:16:31.367,0:16:35.200

And our motives are to raise

the share price and to help Daytona.

0:16:35.267,0:16:39.200

You've a whole bunch

of Hyatt coming out.

0:16:39.267,0:16:43.633

He had 10,000 shares, which I thought

that wasn't a huge amount, but...

0:16:44.767,0:16:46.333

Because Hyatt's got a lot of money.

0:16:46.667,0:16:47.667

Right.

0:16:48.133,0:16:50.967

But where are the shares located?

0:16:51.033,0:16:54.767

Are they local people or they're

all over the country, or what?

0:16:55.867,0:16:58.567

The shares in CTL

are all over the country.

0:16:58.633,0:17:01.400

I'll tell you, it didn't surprise me

for how your branches come out

0:17:01.467,0:17:03.133

in favor of the existing management.

0:17:03.200,0:17:06.167

He's been selling them insurance

and collecting premiums

0:17:06.900,0:17:08.500

for very long time.

0:17:08.567,0:17:10.433

Well, that's his modus operandi.

0:17:11.733,0:17:16.433

He's always in favor of a place

that will buy him insurance policies.

0:17:16.500,0:17:19.333

Yep. And they've been

doing that for decades.

0:17:19.400,0:17:20.400

Yeah.

0:17:20.467,0:17:23.467

So do you have a shot

0:17:23.967,0:17:26.133

at takeover or what do you think?

0:17:26.200,0:17:29.467

I think that we have

a very big shot at it.

0:17:29.590,0:17:34.000

And we've heard from shareholders

from across the country,

0:17:34.833,0:17:38.700

who are very pleased that we are

stepping up and stepping forward

0:17:38.950,0:17:41.480

to do what has to be done.

It's really...

0:17:42.200,0:17:45.933

They need to have a board

that stands up for shareholder

0:17:46.470,0:17:51.120

interest for the good of the company.

And who

0:17:51.560,0:17:53.560

looks out for and stands up

0:17:53.933,0:17:57.600

against a management team

that seems to be focused on itself.

0:17:59.100,0:18:02.300

And our objective is really for

0:18:02.680,0:18:06.250

CTL employees to be treated fairly.

For them to be

0:18:07.333,0:18:11.760

paid and bonused reasonably

for their criteria to make sense,

0:18:12.833,0:18:15.100

for the company

to have better disclosure

0:18:15.420,0:18:17.650

for it to have higher quality 1031,

0:18:17.780,0:18:19.710

which is their investment portfolio.

0:18:20.040,0:18:21.200

And...

0:18:21.450,0:18:24.420

for the real estate transactions

that are going on

0:18:24.567,0:18:27.100

in Daytona and Volusia County

to make sense

0:18:27.167,0:18:29.733

and for people to understand

and know what's going on.

0:18:29.867,0:18:32.167

Well, if you guys

had been running the CTL,

0:18:32.233,0:18:34.533

do you think you would've made

the same deals or not?

0:18:35.400,0:18:38.600

I think we would have made

some very different deals.

0:18:39.667,0:18:40.667

Okay.

0:18:40.733,0:18:43.367

So it's Mr. Money,

0:18:44.167,0:18:47.200

he tells me what to do.

Not like I forgot having shares.

0:18:47.267,0:18:49.367

He told me how many shares

I had, but I forgot.

0:18:50.333,0:18:51.433

And...

0:18:51.633,0:18:53.433

so he said it's a small tapper.

0:18:53.500,0:18:56.900

So it's 200 and something million

dollars or something like that.

0:18:56.967,0:19:00.367

It is right around

a 300 million dollar company, yeah.

0:19:00.600,0:19:02.333

So that's pretty small, right?

0:19:02.400,0:19:03.800

It is pretty small.

0:19:03.867,0:19:05.000

Yeah.

0:19:05.090,0:19:09.240

And so every vote matters

and we are on the Green card.

0:19:09.540,0:19:12.030

Right. And you sent me

one of those things.

0:19:12.520,0:19:15.120

-A proxy or something, right?

-Yes, we did indeed.

0:19:15.230,0:19:17.733

Now we should tell people

when the meeting is.

0:19:18.433,0:19:21.600

The meeting is actually

on my birthday, April 26th.

0:19:21.870,0:19:23.030

Okay.

0:19:23.900,0:19:27.067

So now, Mr. Money,

I'm going to bring my...

0:19:27.240,0:19:29.000

There it is, right in the book,

two o' clock.

0:19:29.267,0:19:32.567

LPGA Clubhouse.

Where it always is. Right?

0:19:32.640,0:19:33.730

Yeah, absolutely, yes.

0:19:33.800,0:19:36.460

Yeah, and so...

0:19:37.833,0:19:39.967

So I'm going to bring

my Green thing with me

0:19:40.033,0:19:41.700

and you can help me fill it out.

0:19:42.167,0:19:43.900

Absolutely be glad to do that.

0:19:43.967,0:19:46.633

Okay, 'cause I didn't have it

last time and I couldn't vote.

0:19:47.600,0:19:51.133

There were a few people

who had that issue last year.

0:19:51.667,0:19:56.170

And thankfully, the proposals that

we supported, went through anyway.

0:19:56.430,0:19:58.970

And so shareholders were not deluded

0:19:59.967,0:20:02.433

and the say on pay

didn't go through and...

0:20:02.930,0:20:06.733

So there are some big topics

on the agenda this time

0:20:06.800,0:20:11.580

and we really hope that shareholders

support us. Both the Green card

0:20:11.940,0:20:15.860

and that we can make a real difference

in CTO that will help

0:20:16.067,0:20:17.967

the company and Daytona very much.

0:20:18.033,0:20:19.700

All right, so you're

in a different world.

0:20:19.767,0:20:21.533

I gotta push a button,

but don't go anywhere.

0:20:21.600,0:20:24.533

The big talker, WELE, Ormond Beach.

0:20:24.600,0:20:25.967

At the MFCC.

0:20:27.033,0:20:30.467

Let's see here. So you're

in a different world from me

0:20:30.533,0:20:33.033

and maybe some of the people

that are listening, I don't know.

0:20:33.550,0:20:36.220

But so...

0:20:36.400,0:20:38.333

Is this what Wintergreen does,

0:20:38.400,0:20:41.300

goes around and takes over companies?

What do you do?

0:20:41.833,0:20:44.800

No, this is actually unusual for us.

0:20:45.167,0:20:49.067

Although, David Winters and I

started working together

0:20:49.133,0:20:52.833

about 30 years ago and Eddie and Evan,

the other two candidates,

0:20:52.910,0:20:55.267

we worked with them for over a decade.

0:20:56.430,0:20:58.850

We have a US mutual fund

0:20:59.330,0:21:02.350

We're global value investors.

We look for bargains.

0:21:03.267,0:21:06.333

We like companies

with good management, low risk,

0:21:06.700,0:21:08.280

and we treat people fairly.

0:21:08.733,0:21:10.510

Let them know what's going on.

0:21:10.600,0:21:14.460

So that's our primary concern

and along the way,

0:21:15.433,0:21:18.220

when we run into a company that is

0:21:19.233,0:21:22.100

not behaving as we believe they should

0:21:22.167,0:21:24.367

and we speak up

and engage with management,

0:21:25.167,0:21:27.240

normally it's done in a pleasant

0:21:28.033,0:21:30.033

way, where we express our opinion

0:21:30.100,0:21:32.267

and often management

makes some changes

0:21:32.667,0:21:34.100

to meet shareholder needs.

0:21:34.167,0:21:36.400

We're not looking for special deals

for ourselves.

0:21:36.460,0:21:40.160

We just want all shareholders,

all investors, to be treated fairly.

0:21:40.767,0:21:42.567

It's often their retirement money.

0:21:43.433,0:21:46.533

And people are off living their

own lives, working their own jobs.

0:21:46.800,0:21:49.300

They need somebody to look out

for their interests

0:21:49.420,0:21:51.390

and that's really what we do.

0:21:51.740,0:21:55.700

And we have had real estate

experience. We've worked on

0:21:56.220,0:21:59.233

Florida east coast, Canadian company

0:21:59.950,0:22:02.270

called Pacific Forester made

some big changes.

0:22:02.540,0:22:04.880

David was very active in Weyerhaeuser.

0:22:05.150,0:22:07.480

So we've done a number of companies

0:22:07.830,0:22:10.710

and we step in like this

where it's necessary.

0:22:10.900,0:22:12.940

Last time we stepped in was

0:22:13.020,0:22:15.640

a small company,

you probably heard of Coca Cola.

0:22:15.767,0:22:16.767

Yeah.

0:22:17.150,0:22:19.980

And, a few years ago, Coca Cola

0:22:21.000,0:22:23.267

was trying to get

0:22:23.467,0:22:25.233

what we call "The Big Grab,"

0:22:25.767,0:22:28.410

which was a huge bonus plan

0:22:28.580,0:22:32.200

approved for their

very tippy-top shareholders.

0:22:32.470,0:22:35.330

And we took exception to it

0:22:35.630,0:22:37.010

and...

0:22:37.520,0:22:38.890

in the end, although the

0:22:39.010,0:22:43.110

plan was approved by investors...

because of our work

0:22:43.210,0:22:46.580

and other shareholders who joined

in the objection with us.

0:22:46.930,0:22:49.390

Coca Cola had to alter

their guidelines

0:22:49.750,0:22:52.900

so that the top management

was not paid,

0:22:53.733,0:22:58.880

the approximately, 28 billion dollars

extra that they wanted, so...

0:22:59.740,0:23:03.070

It's part of our norm to stand up

for shareholder rights

0:23:03.140,0:23:06.830

and to work for better disclosure

and equal treatment.

0:23:07.170,0:23:10.500

Well, when you say

a lot of people got the stock

0:23:10.810,0:23:12.620

for retirement, well,

0:23:13.410,0:23:16.400

that's not my case, but I...

0:23:19.167,0:23:21.780

have to know what else to do

with the money and

0:23:21.867,0:23:23.933

Mr. Money does a good job with it,

0:23:24.000,0:23:26.533

so better than anywhere else,

that's for sure.

0:23:26.733,0:23:32.067

So... But this AllBright

and Bob Patten,

0:23:32.467,0:23:38.100

they are so detached, they don't seem

like they have that philosophy.

0:23:39.833,0:23:44.233

I think that CTL, in general, has been

0:23:44.650,0:23:47.240

run for the benefit

of the management team

0:23:48.167,0:23:50.600

over the last couple years especially.

0:23:50.667,0:23:53.933

-And we take exception to that.

-Right.

0:23:54.510,0:24:01.250

Well, the meeting's on your birthday

on the 26th and it's at 2:00 pm.

0:24:01.660,0:24:07.570

And it's at the LPGA Clubhouse,

so I will be there.

0:24:08.500,0:24:11.930

Anything else you'd like to tell us

about whether we should go Green?

0:24:12.700,0:24:15.970

I thank you for the interview

and the opportunity

0:24:16.067,0:24:19.760

to chat with you Big John. It's been

a pleasure. And I believe that

0:24:20.967,0:24:23.767

Wintergreen is the way for CTO

0:24:23.833,0:24:26.967

to get out of the quagmire

that it's in, and to move forward.

0:24:27.290,0:24:31.900

Okay. So we might lose

AllBright and Bob Patten,

0:24:32.567,0:24:35.867

but we probably won't lose

anybody else or not many other people.

0:24:35.933,0:24:40.230

It would... Our plan

is to give everybody a fair shot.

0:24:40.860,0:24:42.133

And...

0:24:42.600,0:24:47.500

with proper direction, a lot of people

can behave and do a lot better than

0:24:47.567,0:24:50.167

they have done in the past

when left to their own devices.

0:24:50.570,0:24:54.930

So I think we really do need

some management here. And if

0:24:55.733,0:24:58.267

there are a couple of employees

who leave,

0:24:58.933,0:25:02.400

there are other

very well qualified people

0:25:02.467,0:25:04.260

who are happy to step into the roles

0:25:04.333,0:25:08.600

and in the case of those gentlemen,

I'm certain that they would be

0:25:09.200,0:25:11.400

working hard for a lot less money.

0:25:11.533,0:25:18.367

Well, our median pay

in Volusia County circa 34-35 thou.

0:25:19.333,0:25:23.733

So I'm sure that all the jobs there

pay far more than that.

0:25:23.800,0:25:28.633

So you shouldn't have trouble to get

somebody fill an empty position.

0:25:29.000,0:25:31.767

I'm telling that people

are calling up telling us

0:25:31.833,0:25:33.967

they have qualifications and

0:25:34.400,0:25:36.200

they would like to do some work.

0:25:37.400,0:25:41.900

And I think that there are consultants

and advisors who can come in

0:25:42.170,0:25:45.067

and in short order

make some big difference,

0:25:45.350,0:25:48.670

big changes that help

the regular people.

0:25:49.067,0:25:51.633

So we've been talking

to Liz and she works

0:25:51.700,0:25:54.633

with Wintergreen

and Bill Winters, and...

0:25:54.700,0:25:57.060

-David Winters.

-Oh, I'm sorry, David Winters.

0:25:57.260,0:26:00.890

And he's the cute guy

I met late at times.

0:26:01.190,0:26:05.700

And so they're going to be here

on the 26th at least.

0:26:05.967,0:26:07.900

And we're going to be

in an annual meeting

0:26:07.967,0:26:10.133

for Consolidated Tomoka Land Company.

0:26:10.500,0:26:14.500

And I'm not... I've lost faith

in Clayton Parks.

0:26:14.567,0:26:18.100

So he might put something

in the paper about it but

0:26:18.467,0:26:21.000

Mr. Money said that he's got

a whole bunch of people

0:26:21.067,0:26:23.867

they don't stock and they're all going

to be there for the show

0:26:24.700,0:26:28.820

at the LPGA clubhouse

2 o' clock on the 26th.

0:26:29.333,0:26:32.333

Very good. We look forward

to seeing all of you then.

0:26:32.400,0:26:35.100

Thank you very much

and good luck from all of us.

0:26:35.467,0:26:37.300

Thank you very much.

Take care, Big John.

0:26:37.367,0:26:38.600

-Bye now.

-Bye.

0:26:39.240,0:26:40.700

All right, wasn't that nice?

0:26:40.767,0:26:43.300

All right. So sister should

be here momentarily

0:26:43.367,0:26:45.500

and Sarah should be here momentarily.

0:26:46.600,0:26:48.567

We're going to talk

about counseling agent,

0:26:48.633,0:26:50.800

so I'm going to take

a break right now.

0:26:51.267,0:26:54.067

And that was Liz

from Wintergreen Associates

0:26:54.133,0:26:55.433

or something like that,

0:26:55.667,0:26:59.633

who wanna take over the operations

of the board of Consolidated Tomoka.

0:26:59.700,0:27:02.533

And they're not even gonna fire

AllBright and Bob Patten.

0:27:03.233,0:27:04.967

They're just gonna

straighten things out.

ADDITIONAL INFORMATION

The participants in the proxy solicitation are Wintergreen Fund, Inc., Wintergreen Partners Fund, LP, Wintergreen Partners Offshore Master Fund, Ltd., Wintergreen Advisers, LLC, David J. Winters, Elizabeth N. Cohernour, Evan H. Ho and Edward W. Pollock.

WINTERGREEN ADVISERS, LLC STRONGLY ADVISES ALL SHAREHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.

The proxy statement is available at no charge on the SEC's website at http://www.sec.gov. In addition, Morrow Sodali LLC will provide copies of the Proxy Statement without charge upon request. Requests for copies should be directed to:

Morrow Sodali LLC

Toll Free: 800 ‐ 662 ‐ 5200

Banks and Brokerage Firms Call Collect: 203 ‐ 658 ‐ 9400