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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB/A2
(MARK ONE)
[ ] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 (FEE REQUIRED)
OR
[X] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 (NO FEE REQUIRED)
For the transition period from July 1, 1996 to November 30, 1996
Commission File No. 1-11837
GRAND PRIX ASSOCIATION OF LONG BEACH, INC.
(Name of small business issuer in its charter)
California 95-2945353
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
3000 Pacific Avenue 90806
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Long Beach, CA (Zip Code)
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(Address of principal executive offices)
(562) 981-2600
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(Issuer's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
NONE N/A
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(Name of exchange on which registered)
Securities registered pursuant to Section 12(g) of the Act:
Common stock, no par value
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(Title of each class)
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Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act during the past 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes [X] No [_]
Check if there is no disclosure of delinquent filers pursuant to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB [X].
The issuer's revenues for the five month transition period ended November 30,
1996, were $1,960,000.
As of January 31, 1997 there were 3,640,565 outstanding shares of Common stock,
no par value. The aggregate market value of the voting stock of the registrant
held by non-affiliates of the registrant on January 2, 1997 based on the average
bid and asked price on such date was $28,636,648.
DOCUMENTS INCORPORATED BY REFERENCE. None.
Transitional Small Business Disclosure Format: Yes [_] No [X]
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Date: August 15, 1997
GRAND PRIX ASSOCIATION OF
LONG BEACH, INC.
By /s/ Christopher R. Pook
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Christopher R. Pook
Chairman of the Board, President,
and Chief Executive Officer
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IN ACCORDANCE WITH THE EXCHANGE ACT, THIS REPORT HAS BEEN SIGNED BELOW BY THE
FOLLOWING PERSONS ON BEHALF OF THE REGISTRANT AND IN THE CAPACITIES AND ON THE
DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/S/ Christopher R. Pook Chairman of the Board, August 15, 1997
- ----------------------- President and Chief Executive
CHRISTOPHER R. POOK Officer (Principal Executive Officer)
/S/ James P. Michaelian Chief Operating Officer and August 15, 1997
- ----------------------- Director
JAMES P. MICHAELIAN
/S/ Ronald C. Shirley Chief Financial Officer August 15, 1997
- ----------------------- (Principal Financial and
RONALD C. SHIRLEY Accounting Officer)
/S/ Joseph Ainge Director August 15, 1997
- -----------------------
JOSEPH AINGE
/S/ Daniel Gurney Director August 15, 1997
- -----------------------
DANIEL GURNEY
/S/ Wayne Kees Director August 15, 1997
- -----------------------
WAYNE KEES
/S/ George Pellin Director August 15, 1997
- -----------------------
GEORGE PELLIN
/S/ James Sullivan Director August 15, 1997
- -----------------------
JAMES SULLIVAN
/S/ John R. Queen III Director August 15, 1997
- -----------------------
JOHN R. QUEEN III
/S/ Neil Matlins Director August 15, 1997
- -----------------------
NEIL MATLINS
</TABLE>
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EXHIBIT INDEX
The following exhibits to this Form 10-KSB/A2 are filed herewith:
Exhibit No. Exhibit
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1.1** Form of Underwriting Agreement
1.2** Form of Warrant to L.H. Friend, Weinress, Frankson & Presson,
Inc.
3.1** Restated Articles of Incorporation of the Company
3.2** Certificate of Correction of Restated Articles of Incorporation
3.3** By-laws of the Company
4.1** Form of Stock Certificate
5.1** Opinion letter of Law Offices of Edward S. Gelfand regarding the
legality of the securities registered
10.1** Amended and restated Agreement dated September 15, 1996 between
the Company and the City of Long Beach
10.2** Official Organizer/Promoter Agreement dated April 5, 1995 between
the Company and Championship Auto Racing Teams, Inc. (Certain
confidential portions of this agreement have been deleted)
10.3** Agreement dated August 2, 1995 between the Company and Toyota
Motor Sales, U.S.A., Inc. (Certain confidential portions of this
agreement have been deleted)
10.4** 1993 Stock Option Plan of the Company
10.5** 1996 Employee and Director Stock Incentive Plan
10.6** Employee Agreement dated as of May 16, 1996 between the Company
and Christopher R. Pook
10.7** Employment Agreement dated as of May 16, 1996 between the Company
and James P. Michaelian
10.8** Agreement dated as of May 6, 1996 between the Company and Memphis
International Motorsports Park and amendment thereto
10.9** Moral Obligation of State of Illinois dated May 1, 1996 to the
Southwestern Illinois Development Authority regarding Taxable
Sports Facility Revenue Bonds, Series 1996
10.10** Redevelopment Agreement between the City of Madison, Illinois and
the Company dated February 27, 1996
10.11** U.S. Small Business Administration ("SBA") "504" Note (loan
number CDC-L-GP-489638-30-08-LA) in the principal amount of
$750,000 made by the Company to Long Beach Local Development
Corporation
10.12** Short Form Deed of Trust and Assignment of Rents dated July 20,
1992 (92-2037097) between the Company, as trustor, and Long Beach
Local Development Corporation, as beneficiary, and Assignment of
said Deed of Trust (92-2037098) to SBA
10.13** Development Company 504 Debenture dated December 16, 1992 in the
principal amount of $750,000 made by Long Beach Local Development
Corporation to fund the SBA loan to the Company
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10.14** Loan Agreement dated June 20, 1992 made between Long Beach
Development Corporation and the Company with respect to SBA loan
to the Company
10.15** Promissory Note dated June 30, 1992 made by the Company to Harbor
Bank in the principal amount of $814,000
10.16** Deed of Trust dated June 30, 1992 (92-1214039) between the
Company, as trustor, and Harbor Bank, as beneficiary, securing
$814,000 note
10.17** Three Tier Bonus Plan of Company
10.18** Revolving Line of Credit Agreement with West Pointe Bank and
Trust Company dated February 24, 1995, as amended by
Extension/Modification Agreement dated February 24, 1996
10.19** Memorandum of Understanding dated February 26, 1996 by and
between the United States of American, Gateway International
Motorsports Corporation and BBJJ Land Trust
10.20** Form of Stock Option Agreement for 1993 Stock Option Plan
10.21** Lease Agreement dated as of June 12, 1996 by and between Helen M.
Bergfield, trustee and Gateway International Motorsports
Corporation
10.22** Lease Agreement dated as of April 1, 1996 by and between Ruth C.
Franke and Gateway International Motorsports Corporation
10.23** Lease Agreement dated as of June 1, 1996 by and between Joseph E.
Trover and Gateway International Motorsports Corporation
10.24** Form of Loan Agreement by and between Southwestern Illinois
Development Authority and Gateway International Motorsports
Corporation
10.25** Form of Guaranty Agreement made by the Company and Automotive
Safety & Transportation Systems, Inc. to Magna Trust Company,
Trustee, dated as of May 1, 1996
10.26** Form of Mortgage and Security Agreement by and between Gateway
International Motorsports Corporation, as mortgagor and
Southwestern Illinois Development Authority, as mortgagee dated
as of May 1, 1996
10.27** Indenture of Trust dated as of May 1, 1996 by Southwestern
Illinois Development Authority, as mortgagee dated as of May 1,
1996
10.28** Form of Tax Escrow Agreement to be entered into between the City
of Madison, Illinois, Magna Trust Company, as escrow agent and
Gateway International Motorsports Corporation
10.29*** Sanction Application and Agreement Form - NASCAR Busch Series,
Grand National Division between the National Association for
Stock Car Racing, Inc. and Applicant, dated December 17, 1996
10.30*** Official Sanction Application Under the Rules and Regulations of
USAC, between United States Auto Club and Applicant, dated
November 18, 1996
10.31*** Sanction Agreement Application for National Championship Stock
Cars between Automobiles Racing Club of America and Applicant,
dated November 25, 1996
21.** Subsidiaries of Registrant
