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
April 27, 2005
Date of Report
(Date of earliest
event reported)
CONSOLIDATED-TOMOKA LAND CO.
(exact name of registrant as specified in its charter)
FLORIDA 0-5556 59-0483700
(State or other (IRS Employer
jurisdiction Identification
of incorporation) (Commission File Number) Number)
1530 Cornerstone Boulevard, Suite 100
Daytona Beach, Florida 32117
(Address of principal executive offices) (Zip Code)
(386)274-2202
(Registrant's telephone number, including area code)
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 (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the securities
Act (17 CFR 230.425)
[ ] 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))
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FORM 8-K, April 27, 2005
CONSOLIDATED-TOMOKA LAND CO.
COMMISSION FILE NO. 0-5556
EMPLOYER ID NO. 59-0483700
Item 5.02. Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers.
On April 27, 2005, the Board of Directors appointed James E. Gardner
to fill the unexpired term of William O.E. Henry, who died in March.
There are no arrangements or understandings between Mr. Gardner and
any other person concerning his appointment to the Board of Directors.
Mr. Gardner retired in 2000 as president and chief executive officer
of ITT Community Development Corporation, the planner and developer of
Palm Coast, Florida, a 42,000-acre planned community. Mr. Gardner has
been appointed to the Compensation and Stock Option, and Governance
Committees of the Board of Directors. There are and have been no
transactions, either since the beginning of the Company's last
fiscal year or that are currently proposed, regarding Mr. Gardner that
are required to be disclosed pursuant to Item 404(a) of Regulation
S-K.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
On April 27, 2005, the bylaws of the Company were amended to reflect
the correct number of directors. Section 2.1 "Number, Qualifications"
under Article II "Board of Directors" was changed. This section now
states that the total number of directors constituting the board of
directors of the corporation shall be nine. The number of directors
may be increased or decreased only by the affirmative vote of (a) the
holders of at least 85% of the shares of the corporation then entitled
to be voting on such change or (b) two-thirds of the directors then in
office. Directors need not be shareholders.
Section 2.9 "Mandatory Retirement of Directors" was added under
Article II "Board of Directors." The new bylaw states that a director
of the Company shall retire from the board of directors at the first
annual meeting of shareholders held after the director attains age 75.
Both changes take effect immediately.
( c ) Exhibits.
99.2 Bylaws as amended April 27, 2005.
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FORM 8-K, April 27, 2005
CONSOLIDATED-TOMOKA LAND CO.
COMMISSION FILE NO. 0-5556
EMPLOYER ID NO. 59-0483700
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.
CONSOLIDATED-TOMOKA LAND CO.
Date: April 27, 2005 By:/S/William H. McMunn
-----------------------
William H. McMunn President
And Chief Executive Officer
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