AND EXCHANGE COMMISSION
to Section 13 or 15(d) of
Securities Exchange Act of 1934
name of registrant as specified in its charter)
or other jurisdiction
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Cornerstone Boulevard, Suite 100
Beach, Florida 32117
of principal executive offices) (Zip Code)
telephone number, including area code)
appropriate box below if the Form 8-K filing is intended to
satisfy the filing obligation of the registrant under
the following provisions (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the securities
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
Pre-commencement communications pursuant to Rule 14d-2(b) under
Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under
Exchange Act (17 CFR 240.13e-4(c))
March 13, 2008
FILE NO. 0-5556
ID NO. 59-0483700
5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointmnet of Certain Officers; Compensatory Arrangements of Certain
13, 2008 the Board of Directors (“the Board”) of Consolidated-Tomoka Land Co.
(the "Company") was notified in a letter from James E. Jordan dated March 12, of
his decision to resign from the Board of Directors of the Company effective
immediately. Mr. Jordan, who was recommended as a director by David
Winters of Wintergreen Advisors, the Company’s largest shareholder, was a member
of the Corporate Governance Committee and Compensation Committee. Mr.
Jordan has been a director since April 2007.
Jordan's letter, which is attached hereto as an exhibit and incorporated herein
by reference, indicated that he was resigning from the Board due to
disagreements with policy decisions recently made by the Board,
Board’s decision to not adopt a policy to separate the positions of Chairman of
the Board and Chief Executive Officer;
Board’s decision to not consider candidates to the Board proposed by the
Company’s largest shareholder to fill a Board vacancy;
Board’s decision to continue to pay dividends;
Board’s decision to not adopt a stock buyback plan; and
The Board's decision to not develop alternative business
Several of the foregoing items
were addressed in a letter from the Company to David Winters of Wintergreen
Advisors that was disclosed in a press release issued by the Company on March
11, 2008 (this press release may be accessed at
9.01. Financial Statements and Exhibits.
17.1 Letter of Resignation
to the Board of Directors of Consolidated-Tomoka Land Co. from James E.
Jordan, dated March 12, 2008.
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
undersigned hereunto duly authorized.
March 17, 2008 By:/S/William H.
President and Chief