bylaw8k.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
The
Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): February 27,
2009
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Consolidated-Tomoka
Land Co.
(Exact
name of registrant as specified in its charter)
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Florida
(State
or other jurisdiction of incorporation)
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0-5556
(Commission
File Number)
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59-0483700
(IRS
Employer Identification No.)
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1530
Cornerstone Boulevard, Suite 100
Daytona
Beach, Florida
(Address
of principal executive offices)
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32117
(Zip
Code)
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Registrant’s
telephone number, including area code: (386)
274-2202
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Not
Applicable
(Former
name or former address, if changed since last report.)
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[x]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
ITEM
5.03 Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year
On
February 27, 2009, the Board of Directors (the “Board”) of Consolidated-Tomoka
Land Co. (the “Company”) amended Section 2.1 of the Company’s bylaws, effective
immediately, to increase the size of the Board from nine to eleven
directors. As a result of the amendment, one directorship was added
to Class II and one directorship was added to Class III. The
Company’s bylaws were amended in connection with the Board’s decision to
nominate two additional directors for election at the Company’s 2009 Annual
Meeting of Shareholders.
A copy of
the Amended and Restated Bylaws of the Company, as well as a copy of a press
release issued March 3, 2009, discussing the nomination of the additional
directors and the expansion of the Board, are filed as exhibits to this Current
Report on Form 8-K and incorporated herein by reference.
ITEM
9.01 Financial
Statements and Exhibits
(d)
Exhibits
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Amended
and Restated Bylaws of Consolidated-Tomoka Land Co., as amended February
27, 2009.
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Important Additional
Information
The Company will be filing a proxy
statement with the Securities and Exchange Commission (“SEC”) in connection with
the solicitation of proxies for its 2009 annual meeting of
shareholders. Shareholders are strongly advised to read the Company’s
2009 proxy statement and the accompanying WHITE proxy card when they become
available because they will contain important information. Shareholders will be
able to obtain copies of the Company’s 2009 proxy statement, any amendments or
supplements to the proxy statement and other documents filed by the Company with
the SEC in connection with its 2009 annual meeting of shareholders free of
charge at the SEC’s website at www.sec.gov, on the Company’s website at
http://ctlc.com/2009_proxy.html or by writing to our Corporate
Secretary at Post Office Box 10809, Daytona Beach, Florida, 32120-0809. In
addition, copies of the proxy materials may be requested by contacting our proxy
solicitor, The Altman Group, toll-free at (866) 620-1450 or by email at
pcasey@altmangroup.com. The Company, its directors and its executive
officers may be deemed participants in the solicitation of proxies from
shareholders in connection with the Company’s 2009 annual meeting of
shareholders. Information concerning persons who may be considered
participants in the solicitation of the Company's shareholders under the rules
of the SEC is set forth in public filings filed by the Company with the SEC,
including its proxy statement relating to its 2008 annual meeting of
shareholders, filed with the SEC on March 20, 2008 and its Form 10-K for the
fiscal year ended December 31, 2008, filed with the SEC on March 13, 2008, and
will be set forth in its proxy statement relating to its 2009 Annual Meeting of
Shareholders.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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Date: February
27, 2009
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Consolidated-Tomoka
Land Co.
By:/s/William
H.
McMunn
William H. McMunn,
President and Chief Executive
Officer
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