THE DELTONA CORPORATION
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NOTICE OF ANNUAL MEETING
May 8, 2001
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March 16, 2001
To the Stockholders:
THIS IS NOTICE of the Annual Meeting of Stockholders of THE DELTONA CORPORATION.
The meeting will be held at the Woodland Pavilion, 312 Marion Oaks Boulevard,
Marion Oaks, Florida 34473 on May 8, 2001, at 9:30 o'clock in the morning,
Eastern Standard Time. The purposes of the meeting are as follows:
1. To elect five (5) directors to serve until the next Annual Meeting of
Stockholders and until their respective successors are elected and
qualified.
2. To consider a proposal to appoint James Moore & Co., P.L. as the
Company's auditors for the fiscal year ending December 31, 2001, subject to
the discretion of the Board of Directors.
3. To transact any other business that is properly brought before the
meeting, or any adjournment of the meeting.
The transfer books will not be closed. Our 2000 Form 10K (Annual Report),
including audited financial statements as of December 31, 2000, accompanies this
Notice of Meeting and the attached Proxy Statement. A list of all stockholders
of record as of April 3, 2001, the record date for the Annual Meeting, will be
available from April 16, 2001 through May 4, 2001 for any stockholder to examine
at our Miami office, 999 Brickell Avenue, Suite 700, Miami, Florida, 33131 and
at our headquarters in Ocala at 8014 SW 135th Street Road, Ocala, Florida 34473.
By Order of the Board of Directors,
SHARON J. HUMMERHIELM
Executive Vice President
and Corporate Secretary
Please fill in, date and sign the
enclosed Proxy and return it promptly in the enclosed envelope.
THE DELTONA CORPORATION
8014 SW 135th Street Road
Ocala, Florida 34473
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PROXY STATEMENT
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The Proxy is solicited on behalf of the Board of Directors of The Deltona
Corporation (the "Company"). The Proxy will be used at the Annual Meeting of
Stockholders to be held at the Woodland Pavilion, 312 Marion Oaks Boulevard,
Marion Oaks, Florida 34473 on May 8, 2001 at 9:30 in the morning, local time,
and any adjournment or adjournments thereof. The Proxy Statement and
accompanying Proxy will be first sent to stockholders of the Company on or about
April 6, 2001.
The Company has one class of voting securities consisting of 15,000,000
shares of Common Stock of the par value of $1 per share. On March 16, 2001, the
Company had outstanding 13,544,277 shares of Common Stock (excluding 12,228
shares held in treasury). Each share of Common Stock is entitled to one vote and
the holders of a majority of the issued and outstanding shares of Common Stock
present in person or by proxy constitutes a quorum. Only holders of Common Stock
of record at the close of business on April 3, 2001 shall be entitled to notice
of and to vote at the Meeting. The vote of a plurality of the shares
represented, in person or by proxy, at the Meeting is required to elect the five
nominees for director and for the appointment of the independent public
accountants.
The automated system administered by the Company's transfer agent tabulates
the votes. Abstentions and broker non-votes are each included in the
determination of the number of shares present and voting at the Meeting or any
adjournment thereof. Each is tabulated separately; however, neither abstentions
nor broker non-votes are counted for purposes of determining whether a proposal
has been approved.
Each Proxy executed and returned by a stockholder will be voted as
directed, and may be revoked at any time before it is voted by (a) filing a
written revocation with the Office of the Corporate Secretary, at 999 Brickell
Avenue, Suite 700, Miami, Florida 33131; (b) executing a later-dated Proxy; or
(c) voting in person by ballot at the Meeting.
DIRECTORS AND EXECUTIVE OFFICERS
Directors of the Company
The entire Board of Directors is elected annually to hold office until the
next Annual Meeting of Stockholders and until their respective successors are
duly elected and qualified. The present Board of Directors is: Antony Gram
(Chairman of the Board), Christel DeWilde, George W. Fischer, Rudy Gram and
Thomas B. McNeill. Each of the current members of the Board has been nominated
for re-election at the 2001 Annual Meeting. The accompanying form of Proxy will
be voted "FOR" the election of all five nominees if no direction to the contrary
is given. The Board of Directors has no reason to believe that any nominee will
decline or be unable to serve as a director. If any nominee should, however,
become unavailable for election for any reason, the accompanying Proxy will be
voted for such other person as the Board of Directors may select or,
alternatively, the Board of Directors may reduce the number of directors to be
elected at the Meeting.
The names of the nominees and certain information as of March 16, 2001 with
respect to each of them is set forth below, in alphabetical order. Unless
otherwise indicated, each nominee has held the position shown, or has been
associated with the named employer in the executive capacity shown, for more
than the past five years.
1
Principal Occupation and Year First
Name and Age Other Information Elected Director
------------ ----------------- ----------------
Christel DeWilde, 38 Financial Analyst for Antony Gram since 1998
(b)(d) February 1995. Prior to joining Mr. Gram,
Ms. DeWilde was Chief Financial Officer
of the Sab Wabco Group, Brussels, Belgium
from December 1992 to February 1995. From
May 1991 to December 1992, Ms. DeWilde was
audit manager for Marcel Asselberghs & Co.,
member firm of Arthur Andersen & Co.
George W. Fischer, 60 Mr. Fischer is retired. From 1975 through 1992
(b)(c) 1995 he served as President of H.E.C. Fischer,
Inc., a closely held real estate company.
Antony Gram, 58 Chairman of the Board of Directors and 1992
(a),(c),(d), (e) Chief Executive Officer of the Company since
July 13, 1994 and President since October 2, 1998.
For more than the past five years, Mr. Gram
has served as Managing Director of Gramyco, a
scaffolding company, based in Belgium.
Rudy Gram, 37 Vice President, Swan Development Corporation , 1995
(c), (e) based in St. Augustine, Florida
Thomas B.McNeill,66 Retired Partner, Mayer, Brown & Platt, Chicago, 1975
(b),(d) Illinois. The law firm of Mayer, Brown & Platt
has performed legal services on the Company's
behalf from 1992 through the present.
Current Committee Members & Affiliations:
(a) Member, Executive Committee.
(b) Member, Audit Committee.
(c) Member, Executive Compensation Committee.
(d) Member, Nominating Committee.
(e) Rudy Gram is the son of Antony Gram.
Additional Information Concerning the Board of Directors
Currently, Directors DeWilde, McNeill and Rudy Gram receive a fee of $1,000
per month for services as a Director of the Company and are reimbursed for
travel and related costs incurred with respect to committee and board meetings.
Mr. Fischer receives a fee of $1,600 per month for services as a Director of the
Company and as the Board's representative on the Management Committee; he is
also reimbursed for travel and related costs incurred with respect to committee
and board meetings. Mr. Antony Gram does not receive a monthly Director's fee;
however, he is reimbursed for travel and related costs incurred with respect to
committee and board meetings and other Company business activities.
The Board of Directors has several standing committees: an Executive
Committee, an Audit Committee, an Executive Compensation Committee and a
Nominating Committee.
The Executive Committee, of which Antony Gram is Chairman, exercises
certain powers of the Board of Directors during the intervals between meetings
of the Board and met once during 2000.
The Audit Committee, of which Mr. McNeill is Chairman, confers with the
independent auditors of the Company and otherwise reviews the adequacy of
internal controls, reviews the scope and results of the audit, assesses the
accounting principles followed by the Company, and recommends the selection of
the independent auditors. There were two meetings of the Audit Committee during
2000.
2
The Executive Compensation Committee is chaired by Mr. Fischer, who serves
on no similar committee of any other company. While the other members of the
Committee, Messrs. Antony Gram and Rudy Gram, may serve together as directors of
other companies, none serves as a member of any other compensation committee.
The Committee reviews the methods and means by which management is compensated,
studies and recommends new methods of compensation, and reviews the standards of
compensation for management. In addition, the Executive Compensation Committee
administers the Annual Executive Bonus Plan. No member of the Committee is
eligible to participate in any of the Company's compensation and benefit plans.
See "Compensation Committee Report." The Executive Compensation Committee held
two meetings during 2000.
The Nominating Committee, of which Mr. McNeill is Chairman, recommends to
the Board of Directors nominees to fill additional directorships that may be
created and to fill vacancies that may exist on the Board of Directors. There
was one meeting of the Nominating Committee during 2000, held as part of a Board
of Directors meeting. The Nominating Committee will consider nominees
recommended by stockholders. Recommendations by stockholders should be submitted
to the Secretary of the Company and should identify the nominee by name and
provide detailed background information. Recommendations received by December
31, 2001 will be considered by the Nominating Committee for nomination at the
2002 Annual Meeting.
During 2000, the Board of Directors held seven meetings. Each director
attended at least 75% of the aggregate of the total number of meetings of the
Board of Directors and the total number of meetings held by all committees on
which he or she served.
Compensation Committee Interlocks and Insider Participation
The Executive Compensation Committee (the "Committee") is comprised of Mr.
Fischer, Chairman, and Messrs. Antony Gram and Rudy Gram.
Mr. Antony Gram, a member of the Committee, has served as Chairman of the
Board and Chief Executive Officer of the Company, and thus, as an executive
officer of the Company, since July 13, 1994. Additionally, Mr. Antony Gram is
deemed to be the beneficial owner of 73.23% of the Company's Common Stock since
he is the beneficial owner of Yasawa Holdings, N.V. ("Yasawa") (which holds
52.41% of the Common Stock of the Company as of March 16, 2001), as well as the
holder of a majority equity interest in Wilbury International N.V., a
Netherlands Antilles corporation ("Wilbury"), which owns all of the issued and
outstanding stock of Selex International B.V. ("Selex) (which holds 20.82% of
the Common Stock of the Company as of March 16, 2001). See "Ownership of Voting
Securities of the Company."
Mr. Rudy Gram, a member of the Committee, a member of the Board of
Directors and a candidate for re-election to the Board of Directors, is the son
of Mr. Antony Gram. See "Ownership of Voting Securities of the Company."
From June 19, 1992 through March 1999, the Company had entered into loan
agreements with Selex International B.V., a Netherlands corporation ("Selex"),
Yasawa Holdings, N.V., a Netherlands Antilles Corporation ("Yasawa"), Swan
Development Corporation ("Swan") and related parties. Since December, 1992, the
Company has been dependent on loans and advances from Selex, Yasawa, Swan and
their affiliates in order to meet its working capital requirements.
Scafholding agreed to purchase contracts receivable at 65% of face value,
with recourse, to meet the Company's ongoing capital requirements. Scafholding
purchased the following contracts receivables from the Company to generate
working capital for the Company:
Approximate Contracts
Date of Purchase Receivable Amount Purchase
---------------- ---------------------------
June 30, 1998 $200,100
July 15, 1998 $115,200
July 31, 1998 $179,900
August 31, 1998 $250,400
September 10, 1998 $153,400
September 29, 1998 $497,100
3
As of December 31, 1999, the Company had satisfied its principal debt
obligation to Scafholding. As of December 31, 2000, the Company's outstanding
debt to Yasawa was $5, 400,000 secured by a first lien on the Company's
receivables and a mortgage on all of the Company's property. The terms of
repayment of this debt have been restructured to provide for monthly payments of
principal in the amount of $100,000 payable monthly in cash or with contracts
receivable at 100% of face value, plus interest payable monthly on the declining
balance at the rate of 9.6% per annum in cash or with contracts receivable at
65% of face value. Effective January 1, 1999, Yasawa and Scafholding agreed to
reduce the annual percentage rate for their existing loans to the Company from
9.6% to 6% per annum. The interest rate was again changed. Effective January 1,
2001 and semi-annually thereafter, the interest rate will be adjusted to equal
the prime rate then in effect. Yasawa and Scafholding did not require the
Company to make interest payments for the period September 1, 1998 to December
31, 2000. As of December 31, 2000, the total amount of interest accrued is
approximately $1,055,600.
The Company recorded interest expense on all outstanding debt balances for
2000 to Yasawa, Scafholding and Swan at 8%, the Company's incremental borrowing
rate. The difference between interest calculated at 8% and the amount accrued
under the terms of the respective notes was recorded as a capital contribution
increase to capital surplus. The Company recorded interest expense and a capital
contribution in the amount of approximately $408,000 for 2000.
From October 9, 1998 through the present, Swan continued to loan the
Company funds to meet its working capital requirements. The Company's
outstanding debt to Swan, which is secured by a second lien on the Company's
receivables, was $5,572,000 as of December 31, 2000. The Company signed a
promissory note to Swan in March 1999 which provides that funds advanced by Swan
will be paid back by the Company monthly in contracts receivables at 90% of face
value, with recourse. There is no interest for the first six months after an
advance of money is received from Swan by the Company; thereafter the interest
shall be 6% per annum on the outstanding balance of the advance. Effective
January 1, 2001 and semi- annually thereafter, the interest rate will be
adjusted to equal the prime rate then in effect. Each time an advance is made, a
supplemental note is signed. The amount of each monthly payment will vary and
will be dependent upon the amount of contracts receivable in the Company's
portfolio, excluding contracts receivable held as collateral for prior
receivable sales. Pursuant to the terms of the promissory note, the Company is
required to transfer to Swan monthly as debt repayment all current contracts
receivable in the Company's portfolio in excess of the aggregate sum of
$500,000. Funds advanced by Swan are used by the Company to meet the Company's
working capital requirements. As of December 31, 2000, the total amount of
interest accrued is approximately $273,000.
During 1998, the Company transferred 14 lots and 4 tracts of land to Swan.
In return, Swan built an office complex on part of the land for use by the
Company for a period of 54 months, renewable thereafter. The Company valued the
land transferred at approximately $440,000 and recorded the net present value of
the use of the office complex of approximately $375,000 as prepaid rent. The
difference between the net present value of the rent and the cost of the land
was recorded as deferred profit and is recognized over the lease term.
Executive Officers of the Company
The table below sets forth the executive officers of the Company as of
March 16, 2001 (officers, not assistant officers, compensated in excess of
$40,000 in 2000 and the Chairman of the Board), their ages and their principal
occupations during the past five years. Each has been appointed to serve in the
capacities indicated until their successors are appointed and qualified, subject
to their earlier resignation or removal by the Board of Directors.
Principal Occupation
Name and Age During the Past Five Years
------------ --------------------------
Antony Gram, 58.......... Chairman of the Board of Directors and Chief Executive
Officer of the Company since July 13, 1994 and
President since October 2, 1998. For more than the
past five years, Mr. Gram has served as Managing
Director of Gramyco, a scaffolding company based in
Belgium.
Sharon J.Hummerhielm,49.. Mrs. Hummerhielm, joined the Company in March, 1975.
She was appointed Executive Vice President and
Corporate Secretary on October 2, 1998 after having
served as Vice President-Administration and Corporate
Secretary since May 1995 and Vice President-
Administration prior to that time.
4
Donald O. McNelley,54.... Mr. McNelley, has been Treasurer of the Company since
since May 23, 1995. He originally joined the Company
in 1971 and was Senior Vice President and Chief
Financial Officer from January 1988 - August 1990. He
temporarily left the Company's employ in August 1990
to become Senior Vice President of James Cable
Partners LP("James"). He left James in August 1991 and
was self employed until he rejoined the Company in
May 1994.
EXECUTIVE COMPENSATION
Due to the Company's liquidity situation, Antony Gram has served as
Chairman of the Board , Chief Executive Officer and President of the Company
without compensation. The Securities and Exchange Commission's rules on
executive compensation disclosure require, however, that the Summary
Compensation Table which appears below, depict the compensation for the past
three years of the Company's chief executive officer and its four most highly
compensated executive officers whose annual salary and bonuses exceed $100,000.
Accordingly, the table set forth below, discloses the annual compensation paid
to Antony Gram (Chairman of the Board, Chief Executive Officer and President),
Sharon Hummerhielm (Executive Vice President and Corporate Secretary), Earle D.
Cortright (former President and Chief Operating Officer) and David M. Harden
(former Senior Vice President) for the three years ended December 31, 2000.
Summary Compensation Table
Annual Long Term
Compensation Compensation
-------------------------------------------------------------------------------
Awards Payouts
------------------------ -------------
Name and Fiscal Salary Bonus Other Annual SARs/Restricted Stock LTIP All Other
Principal Year ($) ($) Compensation Stock Awards Options Payouts Compensation
Position (a) (#) ($)
---------------------------------------------------------------------------------------------------------
Antony Gram, 2000 -- -- -- -- -- -- --
Chairman of the 1999 -- -- -- -- -- -- --
Board, President 1998 -- -- -- -- -- -- --
& CEO
Sharon J. 2000 $122,939 $10,245(d) -- -- -- -- --
Hummerhielm 1999 $112,500 $22,500(d) -- -- -- -- --
Exec. VP & 1998 $ 95,625 -- -- -- -- -- --
Corporate Sec'y
E.Cortright,Jr. 2000 -- -- -- -- -- -- --
Former President 1999 -- -- -- -- -- -- --
& COO(resigned 1998 $150,000 -- -- -- -- -- $200,000(b)
effec. 10/1/98)
David M. Harden, 2000 -- -- -- -- -- -- --
Former Sr.V.P. 1999 -- -- -- -- -- -- $78,435(c)
(resigned effec. 1998 $ 67,500 -- -- -- -- -- $36,488(c)
10/1/98)
-------
(a) In accordance with the rules of the Commission, amounts totaling
less than the lower of $50,000 or 10% of the total annual salary
and bonus have been omitted.
(b) Mr. Cortright resigned as President and Chief Operating Officer
of the Company effective October 1, 1998. The salary shown
above for 1998 is that portion earned between January 1 and
October 1, 1998. Mr. Cortright received the sum of $400,000 as
compensation for termination of his Employment Agreement:
$200,000 of which was paid in October 1998 and the remaining
$200,000, which was paid in January 1999.
5
(c) On September 29, 1998, David M. Harden and the Company agreed to
terms for his resignation as Senior Vice President - Marketing
Administration of the Company effective October 1, 1998. Mr. Harden
received the sum of $114,963 as compensation for termination of
his Employment Agreement: $20,663.00, which was paid on October 1,
1998 and the balance paid in semi-monthly installments. In
addition, in February 1999, Mr. Harden received reimbursement for
the actual costs paid by him for closing on the sale of his Miami
residence, $16,000, and $7,467 in May 1999 for the actual costs paid
by him for closing on the sale of an alternative home.
(d) Ms.Hummerhielm was awarded a bonus of $10,245 in 2000, which was not
paid until January 2001; $22,500 in 1999, which was not paid until
January 2000.
Employment Contracts
One executive officer, Mrs. Hummerhielm, is employed pursuant to an
employment agreement which provides that if her employment is terminated due to
death, payment of compensation to her beneficiary continues for six months and,
if employment is otherwise terminated by the Company without cause (defined as
gross misconduct), she is entitled to receive one year's compensation, payable
in twenty-four equal semi-monthly installments. For purposes of this agreement,
compensation includes salary, car allowances, vacation pay, fringe benefits,
benefit plans, perquisites and other like items.
COMPENSATION COMMITTEE REPORT
Compensation Philosophy
It is the goal of the Company and this Committee to align all compensation,
including executive compensation, with business objectives and both individual
and corporate performance, while simultaneously attracting and retaining
employees who contribute to the long-term success of the Company. The Company
attempts, within its resources, to pay competitively and for performance and
management initiative, while striving for fairness in the administration of its
compensation program.
Executive Compensation Program
It has long been the policy of the Company to encourage and enable
employees upon whom it principally depends to acquire a personal proprietary
interest in the Company. In prior years, the total executive compensation
program of the Company consisted of both cash and equity-based compensation and
was comprised of three key elements: salary, an annual bonus and a long term
incentive plan.
Salary
Salaries paid to officers (other than the Chief Executive Officer and
President) are based upon the Committee's review of the nature of the position,
competitive salaries and the contribution, experience and Company tenure of the
officer. Salaries (if any) paid to the Chief Executive Officer and President are
determined by the Committee, subject to ratification by the Board of Directors
and are based upon the Committee's subjective evaluation of contributions to the
Company, performance and salaries paid by competitors to their Chief Executive
Officer and President. Since January 1998, Mrs. Hummerhielm, Mr. McNelley and
two other assistant officers were granted salary increases.
Annual Bonus
Although the Company's liquidity situation has required the Company to
limit the awarding of bonuses to only certain limited instances, it is the
intention of the Committee that an executive's annual compensation consist of a
base salary and an annual bonus. All officers and managerial employees of the
Company (except those who are otherwise entitled to receive additional
compensation) will be considered by the Compensation Committee for a bonus. Such
bonuses are earned based upon the success of the Company, or of the subsidiary
or division for which the individual is responsible, in achieving its goals. The
only bonus awarded to, earned by, or paid to, any officer of the Company during
or in respect to 2000 was a bonus awarded to Mrs. Hummerhielm and paid in 2001.
Long Term Incentive Program
Presently, there are no long-term cash and equity incentives provided
through any Stock Plan. The previous Stock Plan terminated, pursuant to its
terms, on December 31, 1996.
6
Chief Executive Officer Compensation
Since July 13, 1994, Antony Gram has served as Chairman of the Board and
Chief Executive Officer of the Company. In October 1998, he was also appointed
to the position of President. Mr. Gram has been responsible for resolving the
problems facing the Company and developing an alternative business plan to
enable the Company to continue as a going concern. During the process of
resolving such difficulties and developing such plan, Mr. Gram has agreed to
serve without compensation, with the understanding that all ordinary, necessary
and reasonable expenses incurred by him in the performance of his duties,
including travel and temporary living expenses, will be reimbursed by the
Company and with the further understanding that the Committee and the Board will
thereafter consider establishing an appropriate salary to be paid him for his
services.
Compliance With Internal Revenue Code Section 162(m)
Section 162(m) of the Internal Revenue Code, enacted in 1993, generally
disallows a tax deduction to public companies for compensation over $1,000,000
paid to the corporation's Chief Executive Officer and four other mostly highly
compensated executives officers. Qualifying performance-based compensation will
not be subject to the deduction limit if certain requirements are met. The
compensation currently paid to the Company's Chief Executive Officer and highly
compensated executive officers does not approach the $1,000,000 threshold, and
the Company does not anticipate approaching such threshold in the foreseeable
future. Nevertheless, the Company intends to take the necessary action to comply
with the Code limitations.
Future Compensation Trends
The Committee anticipates undertaking a review of all compensation programs
and policies of the Company, and making appropriate modifications and revisions,
in conjunction with the Company's development of future business plans.
Executive Compensation Committee
George W. Fischer, Chairman
Antony Gram
Rudy Gram
OWNERSHIP OF VOTING SECURITIES OF THE COMPANY
Based upon information furnished to the Company or contained in filings
made with the Commission, the Company believes that the only persons who
beneficially own more than five percent (5%) of the shares of the Common Stock
of the Company are Yasawa (52.41%), Selex (20.82%) and Antony Gram, through his
holdings in Selex and Yasawa (73.23%).
All of the issued and outstanding stock of Selex, Gerrit van den Veenstraat
70, Amsterdam, The Netherlands, is owned by Wilbury a majority of which is, in
turn, owned by Antony Gram. Antony Gram, Chairman of the Board of Directors,
Chief Executive Officer and President of the Company, as the largest shareholder
of Wilbury, holding a majority equity interest in that corporation, is treated
as the beneficial owner of all of the Company's Common Stock held by Selex. In
addition, Mr. Gram beneficially owns Yasawa. Since Yasawa is the direct owner of
7,098,975 shares of the Common Stock of the Company, Mr. Gram is deemed to be
the beneficial owner of an aggregate of 9,919,041 shares of Common Stock of the
Company (73.23%).
The following table sets forth information, as of March 16, 2001,
concerning the beneficial ownership by all directors and nominees, by each of
the executive officers named in the Summary Compensation Table (the "Summary
Compensation Table") and by all directors and executive officers as a group. The
number of shares beneficially owned by each director or executive officer is
determined under the rules of the Commission, and the information is not
necessarily indicative of beneficial ownership for any other purpose.
7
Amount and Nature Percent
of Beneficial Ownership(a) of Class
-------------------------- --------
Current Directors and/or Nominees:
George W. Fischer.......... 35,000 - Direct *
Antony Gram ............... 9,919,041 - Indirect 73.23%
Rudy Gram.................. 312,266 - Direct 2.31%
Thomas B. McNeill ......... 200 - Direct *
Christel DeWilde........... -0- *
Current Executive Officers named
in Summary Compensation Table:
Antony Gram................ 9,919,041 - Indirect 73.23%
Sharon J. Hummerhielm...... 200 - Direct *
All executive officers and directors
as a group, consisting of 7 persons
(including those listed above).........10,266,707 75.80%
-------------------
* Represents holdings of less than 1%.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
The Securities Exchange Act of 1934 requires the Company's directors, its
executive officers and any persons holding more than ten percent of the
Company's Common Stock to report their initial ownership of the Company's Common
Stock and any subsequent changes in that ownership to the Commission. Under the
Section 16(a) rules, the Company is required to disclose in this Proxy Statement
any failure to file such required reports by their prescribed due dates.
To the Company's knowledge, based solely on a review of the copies of such
reports furnished to the Company and written representations that no other
reports were required during the fiscal year ended December 31, 2000, all
Section 16(a) filing requirements were satisfied.
8
PERFORMANCE GRAPH
Set forth below is a line graph comparing the cumulative total shareholder
return on the Company's Common Stock, based on the market price of the Common
Stock, with the cumulative total return of companies on the Media General
Financial Services Composite Index and the Media General Peer Group (real estate
subdividers and developers) Index.
COMPARE 5-YEAR CUMULATIVE TOTAL RETURN AMONG
THE DELTONA CORPORATION, MG COMPOSITE INDEX AND MG GROUP INDEX
[GRAPHIC OMITTED]
ASSUMES $100 INVESTED ON JANUARY
1, 1996 AND DIVIDEND REINVESTED FISCAL YEAR ENDING 12/31/00.
APPOINTMENT OF AUDITORS
The Board of Directors recommends that the stockholders appoint James Moore
& Co., P.L. as auditors of the financial statements of the Company for the
fiscal year ending December 31, 2001, subject to the discretion of the Board. If
the stockholders do not vote for such appointment, the Board of Directors will
reconsider the appointment of such auditors. If James Moore & Co., P.L. are
unable to serve, or the Board, in its discretion, determines that it is in the
best interest of the Company that such accountants do not serve as auditors of
the financial statements of the Company, the Board shall appoint other auditors
to replace James Moore & Co., P.L.
Representatives of James Moore & Co., P.L. will attend the meeting and will
be given the opportunity to make a statement at the meeting if they desire to do
so. Such representatives will be available during appropriate portions of the
meeting to respond orally to appropriate questions.
OTHER MATTERS
As of the date of this Proxy Statement, the only business which the
management expects to be presented at the meeting is that set forth above. If
any other matters are properly brought before the meeting, or any adjournments
thereof, it is the intention of the persons named in the accompanying form of
Proxy to vote the Proxy on such matters in accordance with their judgment.
The cost of soliciting proxies will be borne by the Company. In addition to
the use of the mails, proxies may be solicited personally or by telephone or
telegraph by officers, directors and certain employees of the Company who will
not be specially compensated for such solicitation.
9
PROPOSALS OF STOCKHOLDERS
Proposals of stockholders intended to be presented at the next Annual
Meeting should be received by The Deltona Corporation, 8014 SW 135th Street
Road, Ocala, FL 34473, no later than December 31, 2001, in order to be
considered for inclusion in the Company's 2001 Annual Meeting Proxy Statement.
By Order of the Board of Directors
March 16, 2001 SHARON J. HUMMERHIELM
Executive Vice President &
Corporate Secretary
Please mark,
sign and return the enclosed Proxy promptly.
10