SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 1)(1)
Consolidated-Tomoka Land Co.
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(Name of Issuer)
Common Stock, par value $1.00 per share
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(Title of Class of Securities)
210226106
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(CUSIP Number)
David J. Winters
Wintergreen Advisers, LLC
333 Route 46 West, Suite 204
Mountain Lakes, New Jersey 07046
(973) 264-2600
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 22, 2006
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(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are to be sent.
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(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 210226106
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Wintergreen Advisers, LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [x]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
755,087
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
755,087
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
755,087
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.3%
14. TYPE OF REPORTING PERSON*
IA
CUSIP No. 210226106
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Wintergreen Fund, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [x]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland, USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
525,112
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
525,112
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
525,112
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.3%
14. TYPE OF REPORTING PERSON*
IV
CUSIP No. 210226106
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________________________________________________________________________________
Item 1. Security and Issuer.
Consolidated-Tomoka Land Co. (the "Issuer"), Common Stock, par value $1.00
per share (the "Shares").
The address of the Issuer is 1530 Cornerstone Boulevard, Suite 100
Daytona Beach, Florida 32117.
________________________________________________________________________________
Item 2. Identity and Background.
(a-c, f) This statement is being filed by (i) Wintergreen Fund, Inc, an
investment company registered under the Investment Company Act of 1940, as
amended ("Wintergreen Fund") and (ii) Wintergreen Advisers, LLC, a Delaware
limited liability company ("Wintergreen") which acts as sole investment manager
of the Wintergreen Fund and other investment vehicles. (Each of Wintergreen Fund
and Wintergreen may be referred to herein as a "Reporting Person" and
collectively may be referred to as "Reporting Persons"). The Managing Members of
Wintergreen are David J. Winters and Elizabeth N. Cohernour (the "Managing
Members"), each of which is a citizen of the United States. David J. Winters is
the portfolio manager at Wintergreen and Elizabeth N. Cohernour is the chief
operating officer at Wintergreen.
The principal business and principal office address of each of the Managing
Members, Wintergreen Fund and Wintergreen is 333 Route 46 West, Suite 204,
Mountain Lakes, New Jersey.
(d) None of the Managing Members or Reporting Persons have, during the last
five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) None of the Reporting Persons or the Managing Members have, during the
last five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
were or are subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, Federal or
state securities laws or finding any violation with respect to such laws.
________________________________________________________________________________
Item 3. Source and Amount of Funds or Other Consideration.
As of the date hereof the Wintergreen may be deemed to beneficially own 755,087
Shares.
As of the date hereof Wintergreen Fund beneficially owns 525,112 Shares.
The source of funds used to purchase the securities reported herein was the
working capital of Wintergreen Fund and other investment vehicles managed by
Wintergreen. The aggregate funds used by the Reporting Persons to make the
purchases were approximately $45.4 million.
No borrowed funds were used to purchase the Shares, other than any borrowed
funds used for working capital purposes in the ordinary course of business.
________________________________________________________________________________
Item 4. Purpose of Transaction.
Advisory clients of Wintergreen are the beneficial owners of approximately 13.3%
of the Issuer's common stock. Wintergreen believes the Issuer has done a good
job and plans to work with management to continue increasing long term
shareholder value. Wintergreen has initiated discussions with the Issuer on
maximizing the value of the Daytona properties. Wintergreen intends to continue
its dialogue with, and to take an active interest in, the Issuer to encourage
strategic focus on the Volusia county properties. To this end, Wintergreen from
time to time, will communicate with the Issuer and other holders of Common Stock
regarding such matters.
Wintergreen may in the future purchase additional Shares or dispose of some or
all of such Shares in open-market transactions or privately negotiated
transactions. Wintergreen does not currently have any plans or proposals that
would result in any of the actions described in paragraphs (b) through (j) of
Item 4 of the instructions to Schedule 13D.
________________________________________________________________________________
Item 5. Interest in Securities of the Issuer.
(a, b) As of the date hereof, Wintergreen may be deemed to be the beneficial
owner of 755,087 Shares, constituting 13.3% of the Shares of the Issuer, based
upon 5,673,496 Shares outstanding as of the date of this filing.
Wintergreen has the sole power to vote or direct the vote of 755,087
Shares; has the shared power to vote or direct the vote of 0 Shares; has sole
power to dispose or direct the disposition of 755,087 Shares; and has shared
power to dispose or direct the disposition of 0 Shares.
Wintergreen specifically disclaims beneficial ownership in the Shares reported
herein except to the extent of its pecuniary interest therein.
(a, b) As of the date hereof, Wintergreen Fund is the beneficial owner of
525,112 Shares(1), constituting 9.3% of the Shares of the Issuer, based upon
5,673,496 Shares outstanding as of the date of this filing.
Wintergreen Fund has the sole power to vote or direct the vote of 0 Shares;
has the shared power to vote or direct the vote of 525,112 Shares; has sole
power to dispose or direct the disposition of 0 Shares; and has shared power to
dispose or direct the disposition of 525,112 Shares.
(1) Wintergreen Fund has delegated all of its authority to vote or dispose
of the Shares to Wintergreen, its investment manager.
(c) Wintergreen caused its advisory clients to effect transactions in the
Shares during the past 60 days as set forth below:
DATE TYPE NO OF SHARES PRICE/SHARE
---- ---- ----------- ----------
04/24/06 Purchase 50,000 59.25
04/24/06 Purchase 10,300 59.36
04/25/06 Purchase 253,000 59.00
04/25/06 Purchase 7,200 58.92
04/26/06 Purchase 3,100 59.13
04/27/06 Purchase 8,200 59.85
04/28/06 Purchase 4,700 60.83
05/01/06 Purchase 7,600 61.33
05/02/06 Purchase 3,500 61.21
05/03/06 Purchase 65,900 61.70
05/24/06 Purchase 1,600 56.71
06/06/06 Purchase 2,500 57.00
06/07/06 Purchase 3,700 56.99
06/08/06 Purchase 21,360 56.53
06/13/06 Purchase 4,400 56.00
06/14/06 Purchase 4,700 55.46
06/15/06 Purchase 6.200 54.84
06/16/06 Purchase 3,200 53.52
06/19/06 Purchase 6,027 52.78
06/21/06 Purchase 2,200 52.70
06/22/06 Purchase 2,700 52.30
06/23/06 Purchase 1,200 52.20
(d) Inapplicable.
(e) Inapplicable.
________________________________________________________________________________
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
N/A.
________________________________________________________________________________
Item 7. Material to be Filed as Exhibits.
Exhibit A: Agreement between the Reporting Persons to file jointly
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Wintergreen Advisers, LLC
By: David J. Winters, Managing Member.
By: /s/ David J. Winters
________________________________
Wintergreen Fund, Inc.
By: David J. Winters, Executive Vice President
By: /s/ David J. Winters
_________________________________
June 26, 2006
Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).
Exhibit A
AGREEMENT
The undersigned agree that this Schedule 13D dated June 26, 2006 relating to the
Common Stock, par value $1.00 per share of Consolidated-Tomoka Land Co. shall be
filed on behalf of the undersigned.
Wintergreen Adviser, LLC.
By: David J. Winters, Managing Member
By: /s/ David J. Winters
____________________________________
Wintergreen Fund, Inc.
By: David J. Winters, Executive Vice President
By: /s/ David J. Winters
_________________________
June 26, 2006
SK 25133 0004 681386
6/23/06 01:27 PM