Edgar Filing: CONSOLIDATED TOMOKA LAND CO

CONSOLIDATED-TOMOKA LAND CO.

PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
FOR ANNUAL MEETING OF SHAREHOLDERS
APRIL 27, 2005

The undersigned hereby appoints Bruce W. Teeters and Robert F.
Apgar, each or either of them, as Proxies, each with the power to
appoint his substitute, and hereby authorizes them to represent, and
to vote, as designated below, all the shares of common stock of
Consolidated-Tomoka Land Co. held of record by the undersigned on
March 1, 2005, at the annual meeting of shareholders to be held April
27, 2005, or any adjournment or postponement thereof.

Election of three Class II Directors for three-year terms ending in
2008.

[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY to vote
(except as marked to for all nominees listed
the contrary below) below

To withhold authority to vote for any individual nominee, strike a
line through the nominee's name in the list below.

Class II. Byron E. Hodnett, Robert F. Lloyd, and William H.
McMunn.

In their discretion, the Proxies are authorized to vote upon such
other business as may properly come before the meeting.

CONSOLIDATED-TOMOKA LAND CO.
PROXY

This proxy when properly executed will be voted in the manner directed
herein by the undersigned shareholder. If no direction is made, this
proxy will be voted for the proposal.

Please sign exactly as name appears below. When shares are held by
joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If
signing for a corporation, or partnership, authorized person should
sign full corporation or partnership name and indicate capacity in
which they sign.

Dated
------------------------------------
Signature
--------------------------------
Signature
--------------------------------
(if held jointly)

PLEASE MARK, SIGN, DATE, AND RETURN THE PROXY CARD PROMPTLY USING
THE ENCLOSED ENVELOPE.

CONSOLIDATED-TOMOKA LAND CO.
Post Office Box 10809
Daytona Beach, Florida 32120-0809

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
April 27, 2005

To the Shareholders:

The annual meeting of shareholders of Consolidated-Tomoka Land Co., a
Florida corporation (the "Company"), will be held at the LPGA
International Clubhouse, 1000 Champions Drive, Daytona Beach, Florida,
on Wednesday, April 27, 2005, at ten o'clock in the morning for the
following purposes:

1. To elect three directors to serve for a three-year term
expiring at the annual meeting of shareholders to be held
in 2008.

2. To transact such other business as may properly come
before the meeting or any adjournment thereof.

Shareholders of record at the close of business on March 1, 2005, are
entitled to notice of, and to participate in and vote at the meeting.

A complete list of shareholders as of the record date will be
available for shareholders' inspection at the Corporate Offices at
1530 Cornerstone Boulevard, Suite 100, Daytona Beach, Florida, for at
least ten days prior to the meeting.

By Order of the Board of Directors
/S/ Linda Crisp
----------------------------
Linda Crisp
Corporate Secretary

Daytona Beach, Florida
March 25, 2005

All shareholders are requested to date and sign the enclosed proxy and
return it promptly in the accompanying envelope. This proxy is
revocable by you at any time before it is exercised by notifying the
corporate secretary of the Company in writing or by submitting a
properly executed, later-dated proxy. Signing a proxy will not affect
your right either to attend the meeting and vote your shares in person
or to give a later proxy.

A COPY OF THE COMPANY'S MOST RECENT FORM 10-K ANNUAL REPORT FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION WILL BE FURNISHED, WITHOUT
CHARGE, TO ANY SHAREHOLDER UPON WRITTEN REQUEST DIRECTED TO THE
COMPANY'S SECRETARY, POST OFFICE BOX 10809, DAYTONA BEACH, FLORIDA
32120-0809.

CONSOLIDATED-TOMOKA LAND CO.
PROXY STATEMENT

INTRODUCTION
This proxy statement and the enclosed form of proxy are being
sent to the shareholders of Consolidated-Tomoka Land Co., a Florida
corporation (the "Company"), on or about March 25, 2005, in connection
with the solicitation by the Board of Directors of the Company of
proxies to be used at the annual meeting of shareholders to be held on
Wednesday, April 27, 2005 (and at any adjournment or adjournments
thereof), for the purposes set forth in the accompanying notice of
annual meeting. Shareholders who execute proxies retain the right to
revoke them at any time before they are exercised by sending written
notice to the secretary of the Company, by submitting a properly
executed, later-dated proxy, or by attending the annual meeting and
electing to vote in person.

The cost of preparing, assembling, and mailing material in
connection with this solicitation will be borne by the Company.

At the close of business on March 1, 2005, there were 5,653,595
shares of common stock, $1 par value, of the Company outstanding.
Each holder of common stock of record on that date is entitled to one
vote for each share held by such shareholder on every matter submitted
to the meeting. The Company's Articles of Incorporation and Bylaws do
not provide for cumulative voting for the election of directors, which
is permitted but not required by Florida law.

See "Security Ownership of Certain Beneficial Owners and
Management" below for information as to the beneficial ownership of
common stock of the Company as of March 1, 2005, by each director of
the Company and by all directors and executive officers as a group.

ELECTION OF DIRECTORS

The Company's Articles of Incorporation divide the Board of
Directors into three classes, as nearly equal as possible. At the
2005 annual meeting of shareholders, three Class II directors are to
be elected, each to hold office until the annual meeting of
shareholders to be held in 2008, respectively, or until their
successors are elected and qualified.

It is the intention of the persons named in the accompanying
form of proxy to vote such proxy for the election as directors of the
persons named below who have been recommended to the Board of
Directors by the Corporate Governance Committee as nominees for Class
II unless authority to do so is withheld.

All nominees for election as directors are now directors. Each
nominee has indicated his willingness to serve if elected. If any
nominee should be unable to serve, which is not now anticipated, the
proxy will be voted for such other persons as shall be determined by
the persons named in the proxy in accordance with their judgment.

The election of Messrs. Hodnett, Lloyd, and McMunn will require
the affirmative vote of the holders of a plurality of the shares
present or represented at the meeting. The Board of Directors of the
Company recommends a vote "for" the election of Messrs. Hodnett,
Lloyd, and McMunn as directors in Class II. Proxies solicited by the
Board will be so voted unless shareholders specify in their proxies a
contrary choice. Abstentions will be treated as shares represented
at the meeting, but not voting, so they will have no effect on the
outcome of the voting to elect directors. Broker non-votes will not
be considered as shares represented at the meeting.

OTHER PUBLIC
NAME, COMPANIES
AGE AT JANUARY 31, 2005, CLASS AND WHERE
AND PRINCIPAL OCCUPATION DIRECTOR EXPIRATION SERVING AS A
SINCE JANUARY 1, 2000 SINCE OF TERM BOARD MEMBER
------------------------ --------- ---------- ------------

JOHN C. ADAMS, JR. - AGE 68(1)(2)(3) 1977 I None
Executive vice president of Brown and Brown, 2007
Inc. (an insurance agency) since January 1999.

BOB D. ALLEN - AGE 70(1) 1990 I None
Chairman of the board since April 1998; 2007
chief executive officer of the Company
from March 1990 to April 2001; and president
of the Company from March 1990 to January 2000.

Gerald L. DeGood - Age 62(3) 2004 III Bairnco
Consultant since June 1999; partner in Arthur 2006 Corporation
Anderson LLP from 1974 to June 1999. (a designer,
manufacturer
and Seller of
engineered
materials
and
replacement
products and
services)

WILLIAM O. E. HENRY - AGE 77(4) 1977 III None
Attorney and partner in law firm of Holland 2006
& Knight LLP from June 1953 to December 2004;
retired on December 31, 2004.

BYRON E. HODNETT - AGE 60 2005 II None
Retired in 1999 as president and chief 2005
executive officer of First Union's Florida
Bank.

ROBERT F. LLOYD - AGE 69(2)(4) 1991 II None
Chairman of the board and chief executive 2005
officer of Lloyd Automotive Management, Inc.
since August 1998. Chairman of the board
and chief executive officer of Lloyd
Buick-Cadillac Inc. from July 1992 until
December 31, 2004.

WILLIAM H. McMUNN - AGE 58(1) 1999 II None
President of the Company since January 2000 2005
and chief executive officer since April 2001;
chief operating officer of the Company from
January 2000 to April 2001; president,
Indigo Development Inc., a subsidiary of
the Company, since December 1990.

DAVID D. PETERSON - AGE 73(1)(2)(4) 1984 I None
Retired president and chief executive 2007
officer of Baker, Fentress & Company
(a publicly owned, closed-end investment company)
since June 1996.

WILLIAM J. VOGES - AGE 50(3)(4) 2001 III None
President, chief executive officer since 1997, 2006
and general counsel from 1990 of The Root
Organization (a private investment company with
diversified holdings).

(1) Member of the Executive Committee, which held no meetings in
2004. The Executive Committee has the authority during
intervals between meetings of the Board of Directors to exercise
power on matters designated by the Board.
(2) Member of the Compensation and Stock Option Committee.
(3) Member of the Audit Committee.
(4) Member of the Corporate Governance Committee.

All members of the Board attended all of the meetings of the
Board and all committees on which they served during 2004.

Board Compensation. During 2004, the Board of Directors held
one regular and four special meetings. Each non-employee director
received a fee of $1,500 for each board meeting he attended in 2004.
Each non-employee director received, in addition to meeting fees, an
annual retainer of $15,000, payable quarterly. Mr. Allen received, as
Chairman of the Board, an annual fee of $50,000, payable quarterly,
in addition to receiving regular directors' fees. Members of the
Board's Executive, Compensation and Stock Option, and Corporate
Governance Committees also received $1,000 for each meeting of those
committees attended in 2004, and Audit Committee members received
$1,500 for each committee meeting attended. Chairmen of those
committees received $2,000 per meeting attended, except that the Audit
Committee Chairman received $2,500 for each such committee meeting he
attended. In January 2005, the meeting fee for the Audit Committee
chairman increased to $3,000 per meeting.

CORPORATE GOVERNANCE AND
COMMITTEES OF THE BOARD OF DIRECTORS

The Company regularly monitors developments in the area of corporate
governance. The Company has taken steps to comply with the Sarbanes-
Oxley Act of 2002 and the recent changes to the corporate governance
and listing requirements of the American Stock Exchange.

Independent Directors
---------------------
A majority of the members of the Company's Board of Directors are
independent under the listing standards of the American Stock
Exchange. The Board of Directors has determined that the following
directors are independent pursuant to Section 121A of the American
Stock Exchange Company Guide: John C. Adams, Jr., Gerald L. DeGood,
Byron E. Hodnett, Robert F. Lloyd, David D. Peterson, and William J.
Voges.

The Company's independent directors intend to hold a formal meeting at
least annually, separate from management and non-independent
directors.

Audit Committee
---------------
The Audit Committee, which held four meetings in 2004, provides
assistance to the Board of Directors in fulfilling its oversight
responsibilities with respect to the integrity of the Company's
financial statements, the Company's compliance with legal and
regulatory requirements, the qualifications, independence and
performance of the Company's independent auditor, the Company's
systems of internal controls regarding finance and accounting
established by management and the Board, and the Company's auditing,
accounting and financial reporting processes generally. KPMG LLP, the
Company's independent auditors, reports directly to the Audit
Committee.

The Audit Committee acts under a written charter adopted by the Board
of Directors.

All members of the Audit Committee are independent under the listing
standards of the American Stock Exchange and Rule 10A-3 promulgated
under the Securities Exchange Act of 1934.

All Audit Committee members possess the level of financial literacy
required by the listing standards of the American Stock Exchange.

Mr. DeGood, as chairman of the Audit Committee, meets the current
standard of requisite financial management expertise as required by
the American Stock Exchange and is an "audit committee financial
expert" as defined by the rules adopted by the Securities and Exchange
Commission.

The Audit Committee has adopted Policies and Procedures for Complaints
and Concerns Regarding Accounting, Internal Accounting Controls, and
Auditing Matters to enable confidential and anonymous reporting to the
Audit Committee.

Compensation and Stock Option Committee
---------------------------------------
The Compensation and Stock Option Committee, which held one meeting in
2004, assists the Board of Directors in discharging its
responsibilities relating to the compensation of the Company's chief
executive officer and other officers, makes compensation
recommendations to management and the Board of Directors, and
administers the 2001 Stock Option Plan.

All members of the Executive Compensation Committee are independent
under the listing standards of the American Stock Exchange.

Corporate Governance Committee
------------------------------
The Corporate Governance Committee, which held two meetings during
2004, was formed to perform the functions of a nominating committee
and recommends to the Board individuals qualified to become members of
the Board based on criteria approved by the Committee and nominees for
the Board for annual meetings of the shareholders. The Committee also
recommends to the Board the corporate governance guidelines
appropriate to the Company.

All members of the Corporate Governance Committee are independent
under the listing standards of the American Stock Exchange.

The Corporate Governance Committee operates under a formal charter
that governs its duties and standards of performance. A copy of the
charter was included as an appendix to the Company's proxy statement
dated April 28, 2004.

Consideration of Director Nominees
----------------------------------
The policy of the Corporate Governance Committee is to consider
nominations from shareholders for candidates for membership on the
Board of Directors. To recommend a candidate to the Committee,
shareholders should submit the nominee's name and qualifications for
Board membership in writing to the Company's Secretary at Post Office
Box 10809, Daytona Beach, Florida 32120-0809.

The Corporate Governance Committee has established specific, minimum
qualifications that must be met by a Committee-recommended nominee.
Under these criteria, a majority of the board should be independent
under the listing standards of the American Stock Exchange. In
addition, a nominee should demonstrate high ethical standards and
integrity in his or her personal and professional dealings and be
willing to act on and remain accountable for boardroom decisions;
should have the ability to provide wise, thoughtful counsel on a broad
range of issues; should possess high intelligence and wisdom and apply
it in decision making; should be financially literate; should value
board and team performance over individual performance; should be open
to other opinions and willing to listen; should approach others
assertively, responsibly and supportively and raise tough questions in
a manner that encourages open discussion; should have a history of
achievements that reflect high standards for themselves and others;
should be committed to seeking exceptional performance of the Company,
both in absolute terms and relative to its peers; and should have the
ability to commit sufficient time and attention to the activities of
the Company.

The Corporate Governance Committee assesses the size and membership of
the Board and determines whether any vacancies are to be expected. In
the event of any vacancies, the Committee considers potential
candidates for director, which may come to the Committee's attention
through current Board members, shareholders, professional search firms
or other persons. In addition to the specific, minimum qualifications
described above, the Committee seeks to ensure that the Board as a
whole will possess the following specific qualities or skills:
expertise in management or oversight of financial accounting and
control; a record of making sound business decisions; cognizance of
current general management trends and "best practices;" relevant
knowledge specific to the industries in which the Company operates;
ability and willingness to motivate and require high-performance by
management; and capability of questioning, approving, and monitoring
the Company's strategic plans, providing insight and directional
focus. The Committee meets to review and report to the Board on
possible candidates for membership and annually recommends a slate of
nominees to the Board with respect to nominations for the Board at the
annual meeting of shareholders.

The nomination of Mr. Hodnett was recommended by Bob D. Allen,
Chairman of the Board of the Company.

Codes of Ethics
---------------
The Company has adopted a Code of Ethics for Principal Executive
Officer and Senior Financial Officers, violations of which may be
reported to the Audit Committee. The Company will provide a copy of
this code to any person without charge upon request. Any such request
should be made in writing to the Company's Secretary at Post Office
Box 10809, Daytona Beach, Florida 32120-0809.

The Company has adopted a Code of Business Conduct and Ethics that
includes provisions ranging from legal compliance to conflicts of
interest. All employees and directors are subject to this code.

Communication with the Board of Directors
-----------------------------------------
Individuals may communicate with the Board of Directors by writing to
Bob D. Allen, Chairman of the Board, Consolidated-Tomoka Land Co.,
Post Office Box 10809, Daytona Beach, Florida 32120-0809.

Policy on Board Attendance at Annual Meeting of Shareholders
------------------------------------------------------------
The policy of the Company is to encourage members of the Board of
Directors to attend the annual meeting of shareholders. ALL directors
attended the prior year's annual meeting.

Security Ownership of
Certain Beneficial Owners and Management

The following table contains information at March 1, 2005, on
the number of shares of common stock of the Company, of which each
director and each officer named in the Summary Compensation Table set
forth elsewhere in this Proxy Statement had outright ownership, or,
alone or with others, any power to vote or dispose of the shares, or
to direct the voting or disposition of the shares by others, and the
percentage of the aggregate of such shares to all of the outstanding
shares of the Company. The table also sets forth information with
respect to all persons known by the Company to own beneficially more
than 5% of the Company's common stock as of March 1, 2005:

Power over Voting
or Disposition Aggregate
Name Sole Shared Shares Percent
------------------------------------------- ----------------- -----------------

Third Avenue Management LLC (1) 697,853 -- 697,853 12.3%
622 Third Avenue, 32nd Floor
New York, NY 10017
PICO Holdings, Inc (2) 310,000 -- 310,000 5.5%
875 Prospect Street, Suite 301
LaJolla, CA 92037-4264
John C. Adams, Jr. 11,000 (3) -- 11,000 (3) *
Bob D. Allen 88,634 -- 88,634 1.6%
Robert F. Apgar 1,200 (4)19,359 11,559 (4) *
Gerald L. DeGood 494 -- 494 *
William O. E. Henry 500 -- 500 *
Byron E. Hodnett -0- -- -0- *
Robert F. Lloyd -0- -- -0- *
William H. McMunn 50,492 (4) -- 50,492 (4) 1.0%
David D. Peterson 4,887 -- 4,887 *
Bruce W. Teeters 26,783 (4) 57 26,840 (4) *
William J. Voges 1,380 489(5) 1,869 (5) *

Directors and Executive Officers
as a group (10 persons) 186,540 (4)10,905 197,445 (4) 3.5%

*Less than 1%.

(1) Registered investment adviser with offices at the above address.
Information derived from an amendment to Schedule 13G, dated
January 20, 2004, filed with the Securities and Exchange
Commission.
(2) A parent company with offices at the above address. Information
derived from Schedule 13G, dated February 7, 2005, filed with
the Securities and Exchange Commission.
(3) Does not include 4,400 shares held in trust for his wife who has
sole voting and disposition power over these shares.
(4) Includes shares subject to options that are currently
exercisable within 60 days of March 1, 2005: Robert F. Apgar,
1,200 shares; William H. McMunn, 8,000 shares; Bruce W. Teeters,
1,600 shares; and executive officers as a group, 10,800 shares.
(5) Includes 200 shares held jointly with his wife, for which Mr.
Voges does not have voting power.

CERTAIN TRANSACTIONS
--------------------

William O. E. Henry, a director of the Company, retired on
December 31, 2004, as a partner in the law firm of Holland & Knight
LLP, which served as counsel to the Company during the fiscal year
ended December 31, 2004.

William J. Voges, a director of the Company, serves as an
officer and director of the Managing Member of Silver Holly
Development, LLC, and serves or may serve as Trustee or Successor
Trustee to its members. On December 28, 2004, Silver Holly
Development, LLC , purchased 4.57 acres at a purchase price of
$1,073,858 from the Company. This contract contains a provision to
purchase impact fee credits (estimated $60,000 to $70,000), if needed,
from the Company. This was a cash transaction at market value and on
prevailing market terms and conditions.

EXECUTIVE COMPENSATION
----------------------

The sections which follow provide extensive information
pertaining to the compensation of the executive officers of the
Company. This information is introduced in the Compensation Committee
Report on Executive Compensation set forth below which describes the
policies and components of the Company's Compensation Program.

COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL SHAREHOLDER RETURN AMONG
CONSOLIDATED-TOMOKA LAND CO., AMERICAN STOCK EXCHANGE INDEX,
AND REAL ESTATE INDUSTRY INDEX

The following performance graph shows a comparison of cumulative
total shareholder return from a $100 investment in the stock of the
Company over the five-year period ending December 31, 2004, with the
cumulative shareholder return of the American Stock Exchange Composite
Index and the Real Estate Industry Index (MG industry Group). Note
that historic stock price performance is not necessarily indicative of
future price performance.

FISCAL YEAR ENDING
------------------
COMPANY/INDEX/MARKET 12/31/1999 12/31/2000 12/31/2001 12/31/2002 12/31/2003 12/31/2004
-------------------- ---------- ---------- ---------- ---------- ---------- ----------

CONSOLIDATED-TOMOKA LAND CO. $100.00 $ 94.69 $160.40 $156.98 $269.05 $356.40
AMEX MARKET VALUE $100.00 $130.14 $137.33 $146.61 $191.55 $227.57
PEER GROUP $100.00 $ 69.91 $ 85.11 $ 73.16 $125.17 $186.77

REPORT OF THE COMPENSATION AND STOCK OPTION COMMITTEE
ON EXECUTIVE COMPENSATION

The Compensation and Stock Option Committee of the Board of
Directors consists solely of independent, outside directors. The
Committee met once during 2004. The Committee reviews and recommends
salary adjustments for officers and key personnel with salaries in
excess of $75,000, administers the Company's 2001 Stock Option Plan,
and makes recommendations to the Board with respect to the Company's
Compensation Program for the executive officers named in the following
Summary Compensation Table. The three individuals named in the
Summary Compensation Table are the only persons earning more than
$100,000 in annual compensation who fall within the Securities and
Exchange Commission definition of executive officers.

The annual compensation program includes base pay plus an
incentive program to reward key management employees who are in a
position to make substantial contributions to the success or the
growth of the Company and its subsidiaries. The Company seeks to
provide through this program compensation opportunities that are
competitive and directly related to Company performance. All
participants in the incentive plan were approved by the Compensation
Committee. There were nine participants in the plan during 2004.

The executive officers are evaluated on performance, corporate
and individual, based on a pay-for-performance system. Corporate
performance is based on the Company's growth in earnings per share and
progress on projects and activities which will have a major effect
on future earnings. Individual performance includes implementation of
goals and objectives, strategic planning, civic involvement, and
public affairs. Base pay is designed to provide competitive rewards
for the normal duties associated with the individual's job
description. The incentive pay component is designed to stimulate
actions that contribute to improved operating and financial results.

The Summary Compensation Table shows the incentive awards (under
"Bonus" in the Table) to the named executive officers for the past
three years. For 2004, the goals for all executive officers included
an overall operating and financial performance target measured by net
income plus additional quantitative indicators. In addition to the
2004 quantified objectives, the Committee evaluated performance
against predetermined qualitative objectives in determining the amount
of incentive awards. Qualified objectives are incorporated in an
annual operating plan approved by the Board of Directors. The annual
real estate sales goal is the most significant operating item and has
the greatest effect on earnings per share. Qualitative objectives
include action which maximize real estate sales prices and sales
absorption rates, maximize returns from income properties, enhance
relations with local government staff to achieve favorable
entitlements, improve productivity and control expenses, and involve
participation in community activities.

The Summary Compensation Table shows the Options/SAR (Stock
Appreciation Right) Grants to the named executive officers for the
past three years. The exercise price of the options granted was equal
to the market value of the underlying common stock on the date of the
grant. Therefore, the value of these grants to the officers is
dependent solely upon the future growth in share value of the
Company's common stock. The stock appreciation right entitles the
optionee to receive a supplemental payment, which at the election of
the Committee may be paid in whole or in part in cash or in shares of
common stock equal to a portion of the spread between the exercise
price and the fair market value of the underlying shares at the time
of exercise.

The Company's CEO, Mr. McMunn, received a 4% increase in base
pay, which the committee determined was appropriate to maintain a
competitive salary structure. Mr. McMunn also received a bonus of
$176,000 for 2004 based on his performance as it relates to
improvements in the Company's earnings per share and net income, as
well as the continuing growth of the Company's business. Commercial
real estate land sales increased by 26% over the 2003 results.
Earnings per share increased by 11% and earnings before depreciation,
amortization and deferred taxes increased 9% for the year.

The Committee believes that the components of salary, Stock
Options/SARs, and incentive awards are fair, competitive, and in the
best interest of the Company. Specific salary and incentives are
disclosed in the Summary Compensation Table and the Options/SAR Grants
in Last Fiscal Year Table.

By the Compensation Committee: John C. Adams, Jr., Chairman; Robert
F. Lloyd and David D. Peterson.

SUMMARY COMPENSATION TABLE

The following table sets forth the annual, long-term and other
compensation for the Company's Chief Executive Officer and each of the
other executive officers during the last fiscal year, as well as the
total annual compensation for each such individual for the two
previous fiscal years.

ANNUAL COMPENSATION LONG-TERM COMPENSATION
------------------- ----------------------
OTHER SECURITIES
ANNUAL UNDERLYING ALL OTHER
NAME AND PRINCIPAL FISCAL COMPEN- OPTIONS/SAR COMPENSATION
POSITION YEAR(1) SALARY BONUS SATION(2) AWARDS (3)
------------------ ------ ------- ------- --------- -------------- ------------

William H. McMunn 2004 $252,000 $176,000 $ -- $20,000 $1,053
President and 2003 $242,190 $160,000 $ -- $20,000 $1,121
Chief Executive Officer 2002 $234,000 $120,000 $ -- $20,000 $1,148

Bruce W. Teeters 2004 $218,725 $ 88,000 $ -- $ 8,000 $1,053
Senior Vice President 2003 $210,312 $ 80,000 $ -- $ 8,000 $1,121
Finance and Treasurer 2002 $203,202 $ 60,000 $ -- $ 8,000 $1,148

Robert F. Apgar 2004 $158,100 $ 88,000 $ -- $ 8,000 $1,053
Senior Vice President 2003 $140,000 $ 80,000 $ -- $ 8,000 $1,121
General Counsel 2002 $132,504 $ 60,000 $ -- $ 6,000 $1,148

(1) Fiscal year ends December 31.
(2) In this column, the aggregate amount of perquisites and other
personal benefits did not exceed the lesser of $50,000 or 10% of
the executive's salary and bonus, and the executive had no other
compensation reportable under this category. The Company provides
its executive officers, including the named officers, with a
variety of perquisites, including use of a Company automobile,
including gasoline and car maintenance, except Robert F. Apgar,
who elected to take a salary adjustment in lieu of a Company automobile.
The Company also provides club membership to LPGA International and
Company paid medical and dental insurance, and long-term disability.
The value of these perks does not exceed the lesser of $50,000 or 10%
of the total of annual salary and bonus for any named executive
officer, as shown in the Summary Compensation Table. The perquisites
available to our executive officers are generally made available to
all of our officers at or above the level of vice president, with the
exception of Company automobiles. We believe these perks are an
important component of compensation and are necessary to compete for
top management talent.

(3) Premium for term life insurance.

OPTIONS/SAR GRANTS IN LAST FISCAL YEAR

The following table sets forth information concerning options granted
to executive officers named in the Summary Compensation Table during
the fiscal year ended December 31, 2004:

Individual Grants
-----------------
NUMBER OF % OF TOTAL POTENTIAL REALIZABLE
SECURITIES OPTIONS/SARs VALUE AT ASSUMED
UNDERLYING GRANTED TO EXERCISE ANNUAL RATES OF STOCK
OPTIONS/SARs EMPLOYEES IN PRICE EXPIRATION PRICE APPRECIATION
NAME GRANTED (1) FISCAL YEAR ($/Sh) DATE FOR OPTION TERM (2)
------------------ ------------ ------------ ------- --------- -----------------------
5% 10%
--------- ----------

William H. McMunn 20,000 34.5% 31.64 01/28/14 $397,965 $1,008,520
Bruce W. Teeters 8,000 13.8% 31.64 01/28/14 $159,186 $ 403,408
Robert F. Apgar 8,000 13.8% 31.64 01/28/14 $159,186 $ 403,408

(1) Each of these options was granted pursuant to the 2001 Stock
Option Plan and is subject to the terms of such plan. These options
are exercisable to no more than one-fifth of the total number of
shares covered by the option during each twelve month period
commencing twelve months after the date of grant on January 22, 2004.
In addition, each of these option grants included a tandem SAR,
exercisable only to the extent that the related option is exercisable.
Upon the exercise of a tandem SAR, the holder is entitled to
receive the value of the SAR, calculated by subtracting the excess of
the fair market value of the common stock over the exercise price of
the related option from the quotient obtained by dividing such amount
by one minus the holders' personal income tax rate. The tandem SAR is
payable upon exercise in cash or common stock, at the discretion of
the stock option committee. The tandem SAR can be exercised only
until the later of the end of (a) the 90-day period following the
exercise of the related option or (b) the 10-day period beginning on
the 3rd business day after the date on which the Company releases its
official financial data for the quarter in which the related option
was exercised.

(2) Potential gains are calculated net of the exercise price but
before taxes associated with the exercise. These amounts represent
hypothetical gains that could be achieved for the options if they were
exercised at the end of the option term. The assumed 5% and 10%
rates of stock appreciation are based on appreciation from the
exercise price per share. These rates are provided in accordance with
the rules of the SEC and do not represent the Company's estimate or
projection of the Company's future common stock price. Actual gains,
if any, on stock option exercises are dependent on the Company's
future financial performance, overall stock market conditions and the
option holders' continued employment through the vesting period.
These amounts do not include the value of the options' tandem
SARs because the value of such SARs will not be determinable until the
time of exercise.

AGGREGATE OPTION/SAR EXERCISES DURING FISCAL YEAR 2004
AND FISCAL YEAR END OPTION/SAR VALUES

The following table provides information related to options
exercised by the named executive officers during the fiscal year ended
December 31, 2004 and the number of options at fiscal year end which
are currently exercisable.

NUMBER OF
SHARES NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING VALUE UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS AT
OPTIONS/SARs REALIZED OPTIONS AT DECEMBER 31, 2004(1) DECEMBER 31, 2004 (2) ($)
EXERCISED(#) ($) EXERCISABLE UNEXERCISABLE (#) EXERCISABLE UNEXERCISABLE
----------------- ----------- -------- ----------- ---------------- ----------- -------------

William H. McMunn
Stock Options 16,000 254,260 -0- 56,000 -0- 726,280
SARs 16,000 136,669
Bruce W. Teeters
Stock Options 6,400 109,512 -0- 22,400 -0- 290,512
SARs 6,400 55,147
Robert F. Apgar
Stock Options 5,200 81,192 -0- 20,400 -0- 260,732
SARs 5,200 37,656

(1) These amounts do not include tandem SARs.

(2) These amounts do not include the value of the options' tandem
SARs because the value of such SARs will not be determinable
until the time of exercise. The value of unexercised in-the-
money options represents the aggregate amount of the excess of
$43.00, the closing price of the Company's Common Stock on
December 31, 2004, over the exercise price of all options held
on such a date.

EQUITY COMPENSATION PLANS

The following table summarizes share and exercise price
information about the Company's equity compensation plans as of December
31, 2004:

Number of securities
remaining available for
future issuance under
Number of securities to Weighted-average equity compensation
be issued upon exercise exercise price of plans (excluding
of outstanding options, outstanding options, securities reflected
Plan Category warrants and rights warrants and rights in the first column)
------------- ----------------------- ------------------- -----------------------
(a) (b) (c)
Equity compensation
plans approved by
security holders 154,400 $23.74 290,000

Equity compensation
plans not approved
by security holders -0- -- -0-
======= ====== =======
Total 154,400 $23.74 290,000

DEFERRED COMPENSATION PLANS

Under the Company's Unfunded Deferred Compensation Plan,
effective July 1, 1981, fees earned by directors for service on the
Board and its committees may be deferred until the director attains
seventy years of age or ceases to be a member of the Board, whichever
occurs first. Under a similar plan effective October 25, 1982,
officers and key employees of the Company may elect to defer all or a
portion of their earnings until such time as the participant ceases
to be an officer or key employee. All sums credited to a
participating director, officer, or employee under either of these
plans may be distributed in a lump sum or in installments over not
more than ten calendar years following the end of the deferral
period. The participant will be entitled to elect the size of the
installments and the period over which they will be distributed. The
deferred compensation accrues interest annually at the average rate
of return earned by the Company on its short-term investments.
Compensation deferred pursuant to these plans during 2004 by
officers named in the compensation table above is included in the
table.

PENSION PLAN

The Company maintains a defined benefit plan for all employees
who have attained the age of 21 and completed one year of service.
Pension benefits are based primarily on years of service and the
average compensation for the five highest years during the final ten
years of employment. The benefit formula generally provides for a
life annuity benefit. The amount of the Company's contributions or
accrual on behalf of any particular participant in the pension plan
cannot readily be determined. The following table shows the
estimated annual benefit payable under the pension plan (utilizing
present levels of Social Security benefits) upon retirement to
persons in a range-of-salary and years-of-service classification:

PENSION PLAN TABLE

YEARS OF SERVICE
----------------
NRA = 65
REMUNERATION 10 15 20 25 30 35
------------ ------- ------- ------- ------- ------- --------

$ 50,000 $ 6,223 $ 9,334 $12,446 $15,557 $ 18,669 $ 21,780
$ 75,000 $10,723 $16,084 $21,446 $26,807 $ 32,169 $ 37,530
$100,000 $15,223 $22,834 $30,446 $38,057 $ 45,669 $ 53,280
$125,000 $19,723 $29,584 $39,446 $49,307 $ 59,169 $ 69,030
$150,000 $24,223 $36,334 $48,446 $60,557 $ 72,669 $ 84,780
$160,000 $26,023 $39,034 $52,046 $65,057 $ 78,069 $ 91,080
$170,000 $27,823 $41,734 $55,646 $69,557 $ 83,469 $ 97,380
$175,000 $28,723 $43,084 $57,446 $71,807 $ 86,169 $100,530
$205,000 & Greater $34,123 $51,184 $68,446 $85,307 $102,369 $119,430

NRA = Normal Retirement Age
Calendar years of 65th birthday = 2004
2004 Social Security Covered Compensation Level is: $ 46,284
Pension Benefit is subject to IRC Section 415 Benefit Limitation of: $ 165,000
Pensionable Earnings are Subject to IRC Section 401 (a) 17 Salary
Limitations of: $ 205,000

As of December 31, 2004, the executive officers named in the compensation
table above are expected to be credited with years of service for benefit
purposes under the amended plan as follows: Mr. Apgar, 13 years; Mr.
McMunn, 13 years; and Mr. Teeters, 24 years.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

None of the members of the Compensation Committee, except Mr.
David D. Peterson, has ever served as an officer or employee of the
Company or any of its subsidiaries or had any relationship with the
Company requiring disclosure under applicable SEC regulations. Mr.
Peterson served as Chairman of the Board from 1987 to 1998, and was
Acting President and Chief Executive Officer from 1989 to 1990.

REPORT OF THE AUDIT COMMITTEE

The Audit Committee assists the Board of Directors in fulfilling its
oversight responsibilities with respect to the integrity of the
Company's financial statements, the Company's compliance with legal
and regulatory requirements, the qualifications, independence and
performance of the Company's independent auditors, the Company's
systems of internal controls regarding finance and accounting
established by management and the Board, and the Company's auditing,
accounting and financial reporting processes generally.

Among other things, the Audit Committee contracts with the independent
auditors to audit the financial statements of the Company; inquires as
to the independence of the auditors, and obtains at least annually the
auditors' written statement describing their independent status; meets
with the independent auditors, with and without management present, to
discuss their examination, their evaluation of the Company's internal
controls, and the overall quality of the Company's financial
reporting; and investigates any matter brought to its attention within
the scope of its duties, with the power to retain outside counsel for
this purpose, as deemed necessary by the Audit Committee.

In connection with the preparation and filing of the Company's Annual
Report on Form 10-K for the year ended December 31, 2004:

(1) The Audit Committee reviewed and discussed the audited
financial statements with management;

(2) The Audit Committee discussed with the independent auditors
the matters required to be discussed by Statement of Auditing
Standards 61;

(3) The Audit Committee reviewed the written disclosures and the
letter from the independent auditors required by the Independence
Standards Board Standard No. 1 and discussed with the auditors any
relationships that may impact their objectivity and independence and
satisfied itself as to the auditors' independence;

(4) The Audit Committee reviewed management's assertion about
its assessment of the Company's internal controls over financial
reporting and the effectiveness of those controls;

(5) The Audit Committee reviewed the independent auditors
attestation report regarding management's assessment process over the
Company's internal controls over financial reporting and the
independent auditor's assessment of the effectiveness of those
controls; and

(6) The Audit Committee reviewed all deficiencies in internal
control over financial reporting presented by management and
significant deficiencies reported by management and the independent
auditors.

Based on the review and discussions referred to above, the Audit
Committee recommended to the Board of Directors of the Company that
the audited financial statements be included in the Annual Report on
Form 10-K for the year ended December 31, 2004.

By the Audit Committee: Gerald L. DeGood, Chairman; John C. Adams,
Jr.; and William J. Voges

INFORMATION CONCERNING INDEPENDENT AUDITORS

The Company has selected the firm of KPMG LLP to serve as the
independent auditors for the Company for the current fiscal year ending
December 31, 2005. That firm served as the Company's independent
auditors for its fiscal year ended December 31, 2004. Representatives
of KPMG LLP are expected to be present at the annual meeting of
shareholders, and will have the opportunity to make a statement if they
desire to do so and are expected to be available to respond to questions.

Auditor Fees

The following table presents fees billed by KPMG LLP for
professional services for fiscal 2004 and 2003, by category as described
in the notes to the table.

2004 2003
---- ----

Audit Fees (1) $116,700 $62,500
Audit-Related Fees $ -0- -0-
Tax Fees (2) $103,485 $33,450
All other Fees -0- -0-

1) Aggregate fees billed for professional services rendered by KPMG
LLP for the audit of the Company's annual financial statements, by
year, review of interim financial statements included in the Company's
Quarterly Reports on Form 10-Q and other services normally provided in
connection with the Company's statutory and regulatory filings or
engagements.

(2) Aggregate fees billed for professional services rendered by KPMG
LLP for tax compliance, tax advice and tax planning, including
preparation of tax forms, including federal and state income tax
returns, and income tax consulting services.

All fees were pre-approved by the Audit Committee.

Pre-approval Policy

In 2003, the Audit Committee adopted a Pre-approval Policy
("Policy") governing the pre-approval of all audit and non-audit
services performed by the independent auditor in order to ensure that
the performance of such services does not impair the auditor's
independence.

According to the Policy, the Audit Committee will annually
review and pre-approve the audit services and fees that may be
provided by the independent auditor during the following year and may
from time-to-time review and pre-approve audit-related services, tax
services and all other services to be provided by the independent
auditor. The term of any pre-approval is 12 months from the date of
pre-approval, unless the Audit Committee specifically provides for a
different period. For pre-approval, the Audit Committee will consider
whether the service is consistent with the SEC's rules on auditor
independence, as well as whether the independent auditor is in the
best position to provide the service for reasons such as its
familiarity with the Company's business, people, culture, accounting
system, risk profile and other factors. All such factors will be
considered as a whole, with no single factor being determinative.

The Audit Committee may delegate pre-approval authority to one
or more of its members. The member or members to whom such authority
is delegated will report any pre-approval decisions to the Audit
Committee at its next scheduled meeting. The Committee does not
delegate its responsibilities to pre-approve services performed by the
independent auditor to management.

Pre-approval fee levels or budgeted amounts for all services to
be provided by the independent auditor will be established
periodically by the Audit Committee. Any proposed services exceeding
these levels will require separate pre-approval by the Audit
Committee.

Requests or applications to provide services that require pre-
approval by the Audit Committee will be submitted to the Audit
Committee by both the independent auditor and the Chief Financial
Officer and must include (1) a joint statement as to whether, in their
view, the request or application is consistent with the SEC's rules on
auditor independence, and (2) with respect to each proposed pre-
approved service, detailed back-up documentation regarding the
specific service to be provided. Requests or applications for
services to be provided by the independent auditor that do not require
separate approval by the Audit Committee will be submitted to the
Treasurer and will include a description of the services to be
rendered. The Treasurer will determine whether such services are
included within the list of services that have previously received the
pre-approval of the Audit Committee. The Audit Committee will be
informed on a timely basis of any such services rendered by the
independent auditor.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires
directors and executive officers and persons who beneficially own more
than 10% of the Company's common stock to file with the SEC and
American Stock Exchange initial reports of beneficial ownership and
reports of changes in beneficial ownership of the Company's common
stock. Directors, executive officers and beneficial owners of more
than 10% of the Company's common stock are required by SEC rules to
furnish the Company with copies of all such reports. To the Company's

knowledge, based solely upon a review of the copies of such reports
furnished to the Company and written representations from directors
and executive officers that no other reports were required, the
Company believes that Section 16(a) filing requirements applicable to
all directors and executive officers were reported timely during the
fiscal year ended December 31, 2004. On February 14, 2005 a Form 4 was
filed for Robert F. Lloyd, who purchased 670 shares on February 10,
2005.

SHAREHOLDER PROPOSALS

Shareholders are hereby notified that if they wish a proposal to
be included in the Company's proxy statement and form of proxy
relating to the 2005 annual meeting, a written copy of their proposal
must be received at the principal executive offices of the Company no
later than November 11, 2005. Proposals submitted outside the
provisions of Rule 14a-8 will be considered untimely if submitted
after January 27, 2006. To ensure prompt receipt by the Company,
proposals should be sent certified mail, return receipt requested.
Proposals must comply with the proxy rules relating to shareholder
proposals in order to be included in the Company's proxy materials.

ANNUAL REPORT

The Company's Annual Report to Shareholders for the fiscal year
ended December 31, 2004, accompanies this proxy statement. Additional
copies may be obtained by writing to the Company at Post Office Box
10809, Daytona Beach, Florida 32120-0809.

OTHER MATTERS

The Board of Directors of the Company does not intend to bring
any other matters before the meeting, and it does not know of any
proposals to be presented to the meeting by others. If any other
matters properly come before the meeting, however, the persons named
in the accompanying proxy will vote thereon in accordance with their
best judgment.