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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________________
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
GRAND PRIX ASSOCIATION OF LONG BEACH, INC.
(Exact name of registrant as specified in its charter)
CALIFORNIA 95-2945353
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
3000 PACIFIC AVENUE, LONG BEACH, CA 90806
(562) 981-2600
(Address, including zip code, telephone number, including area code, of
registrant's principal executive offices)
CHRISTOPHER R. POOK, PRESIDENT WITH A COPY TO:
GRAND PRIX ASSOCIATION OF EDWARD S. GELFAND, ESQ.
LONG BEACH, INC. GARTENBERG JAFFE GELFAND & STEIN LLP
3000 PACIFIC AVENUE 11755 WILSHIRE BLVD., SUITE 1230
LONG BEACH, CA 90806 LOS ANGELES, CA 90025
(562) 981-2600 (310) 479-0044
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. ___
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. X
---
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. ___
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. ___
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. ___
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
Title of each class of Proposed maximum Proposed maximum
securities to be Amount to be registered offering price per share aggregate offering price Amount of registration
registered (1) fee (2)
Common Stock
<S> <C> <C> <C> <C>
No Par Value 554,670 shares $14.44 $8,009,434.00 $2,362.79
====================================================================================================================================
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NOTES: (1) Plus such indeterminate number of additional shares of Common
Stock as may be required in the event of a stock dividend, reverse stock split,
combination of shares, recapitalization or any other change in the Company's
capital stock. (2) The registration fee was calculated pursuant to Rule
457(c) based on the average bid and asked price for the company's Common Stock
as reported by NASDAQ on February 19, 1998.
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DELAYING AMENDMENT
The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with section 8(a) of the
Securities Act of 1933, or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said section 8(a),
may determine.
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****************************************************************************
* Information contained herein is subject to completion or amendment. A *
* registration statement relating to these securities has been filed with *
* the Securities and Exchange Commission. These securities may not be sold *
* nor may offers to buy be accepted prior to the time the registration *
* statement becomes effective. This Prospectus shall not constitute an offer*
* to sell or the solicitation of an offer to buy nor shall there be any sale*
* of these securities in any state in which such offer, solicitation or sale*
* would be unlawful prior to registration or qualification under the *
* securities laws of any such state. *
****************************************************************************
SUBJECT TO COMPLETION, DATED FEBRUARY 19, 1998
554,670 SHARES
GRAND PRIX ASSOCIATION OF LONG BEACH, INC.
COMMON STOCK
This Prospectus has been prepared for use in connection with the proposed resale
of an aggregate of up to 554,670 shares (the "Shares") of the Company's common
stock, no par value per share, (the "Common Stock") which are held by various
current and past employees or directors (the "Selling Stockholders") of the
Company, who acquired the Shares upon the exercise of stock options granted to
them under the Company's 1990 Stock Option Plan (the "Plan"), which Plan was
terminated on May 16, 1996. The Shares may be offered and sold by the Selling
Stockholders from time to time directly or through agents or to or through
broker-dealers. The Shares may be sold in one or more transactions at a fixed
price or prices, which may be changed, at market prices prevailing at the time
of sale, at prices related to such prevailing market prices or at prices
determined on a negotiated or competitive bid basis. Shares may be sold through
a broker-dealer acting as agent or broker for the Selling Stockholders, or to a
broker-dealer acting as principal. See "Plan of Distribution." Unless the
context indicates or otherwise requires, references in this Prospectus to the
"Company" are to Grand Prix Association of Long Beach, Inc., a California
corporation, and its subsidiaries.
The Common Stock is traded on the NASDAQ National Market System under the
trading symbol GPLB. On February 19, 1998, the closing price for the Common
Stock as reported by NASDAQ was $14.375.
The Company will receive no portion of the proceeds from the sale of the Shares
offered hereby. All selling and other expenses incurred by the Selling
Stockholders in connection with the sale of the Shares will be paid by the
Selling Stockholders or by the purchasers of the Shares, except that the Company
will bear the expense of preparing and filing this Prospectus and the related
Registration Statement with the Securities and Exchange Commission and of
registering or qualifying the Shares. See "Plan of Distribution" and "Selling
Stockholders."
SEE "RISK FACTORS," COMMENCING ON PAGE 6 OF THIS PROSPECTUS, FOR A DISCUSSION OF
CERTAIN FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE
SHARES OFFERED HEREBY.
The Shares have not been registered for sale under the securities laws of any
state or jurisdiction as of the date of this Prospectus. Brokers or dealers
effecting transactions in the Shares should confirm the existence of an
exemption from registration or the registration thereof under the securities
laws of the states in which such transactions occur.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
The date of the Prospectus is February 19, 1998.
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AVAILABLE INFORMATION
The Company is subject to the information requirements of the Securities
Exchange Act of 1934, as amended (the "1934 Act"), and in accordance therewith
files periodic reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). The Registration
Statement, as well as such reports, proxy statements and other information, may
be inspected at the public reference facilities maintained by the Commission at
Room 1024, 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. and should
be available for inspection and copying at the regional offices of the
Commission located at Seven World Trade Center, 13th Floor, New York, New York
and Suite 1400, Citicorp Center, 500 West Madison Street, Chicago, Illinois.
Copies of such material can be obtained at prescribed rates by writing to the
Commission, Public Reference Section, 450 Fifth Street, N.W., Washington, D.C.
20549. The Commission maintains a website that contains reports, proxy and
information statements and other information regarding registrants that file
electronically with the Commission. The Common Stock is listed on the NASDAQ
National Market System, and the reports, proxy statements and certain other
information filed by the Company may be obtained by calling the NASDAQ Public
Reference Room Disclosure Information Group at (800) 638-8241 or (202) 728-8298
or on the Internet at www.freeedgar.com.
This Prospectus constitutes a part of the Registration Statement on Form S-3
(together with all amendments and exhibits thereto, the "Registration
Statement") filed by the Company under the Securities Act of 1933, as amended
(the "1933 Act"). As permitted by the rules and regulations of the Commission,
this Prospectus, which constitutes a part of the Registration Statement, does
not contain all of the information set forth in the Registration Statement and
the exhibits and schedules thereto. Statements contained in this Prospectus as
to the contents of any agreement or other document referred to are not
necessarily complete. The material terms of such documents are described
herein. With respect to each such agreement or other document filed as an
exhibit to the Registration Statement, reference is made to the exhibit for a
more complete description of the matter involved, and each such statement shall
be deemed qualified in all respects by such reference.
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DOCUMENTS INCORPORATED BY REFERENCE
The following documents have been filed with the Commission and are incorporated
herein by reference:
(a) The Prospectus of Grand Prix Association of Long Beach, Inc. dated June
24, 1996, filed with the Securities and Exchange Commission pursuant to Rule
424(b) promulgated under the 1933 Act.
(b) The Registrant's Form 8-K filed with the Securities and Exchange
Commission on July 10, 1996, regarding the acquisition of Memphis Motorsports
Park.
(c) The Registrant's annual report on Form 10-KSB for fiscal year ended June
30, 1996, as filed with the Securities and Exchange Commission on October 14,
1996.
(d) The Registrant's Form 8-K filed with the Securities and Exchange
Commission on September 18, 1996, regarding the addition of Neil Matlins to the
Board of Directors.
(e) The Registrant's quarterly report on Form 10-QSB for fiscal quarter ended
September 30, 1996, as filed with the Securities and Exchange Commission on
November 14, 1996.
(f) The Registrant's Form 8-K filed with the Securities and Exchange
Commission on December 18, 1996, regarding the change of Registrant's fiscal
year end to November 30.
(g) The Registrant's annual report on Form 10-KSB for the transition period
from July 1, 1996, through November 30, 1996, filed February 28, 1997, as
amended by Form 10-KSB/A filed on April 8, 1997, and Form 10-KSB/A2 filed on
August 15, 1997.
(h) The Registrant's quarterly report on Form 10-QSB for the fiscal quarter
ended February 28, 1997, as filed with the Securities and Exchange Commission on
April 11, 1997.
(i) The Registrant"s Form 8-K filed with the Securities and Exchange
Commission on September 11, 1997, regarding the sale of 630,000 shares of its
unregistered common stock.
(j) The Registrant's quarterly report on Form 10-QSB for the fiscal quarter
ended May 31, 1997, as filed with the Securities and Exchange Commission on July
15, 1997.
(k) The Registrant's quarterly report on Form 10-QSB for the fiscal quarter
ended August 31, 1997, as filed with the Securities and Exchange Commission on
October 15, 1997.
(l) The Registrant's Form 8-K filed with the Securities and Exchange
Commission on November 7, 1997, regarding sanction agreements having been
obtained for two NASCAR truck races in 1998.
(m) The Registrant's Form 8-K filed with the Securities and Exchange
Commission on November 19, 1997, regarding the addition of two directors to the
board.
(n) All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the 1934 Act since fiscal year ended November 30, 1996.
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All documents filed by the Company pursuant to Section 13(a), 13(c), 14 and
15(d) of the 1934 Act after the date hereof and prior to the filing of a post-
effective amendment to this Registration Statement which indicates that all
securities offered hereunder have been sold, or which deregisters all securities
then remaining unsold under this Registration Statement, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents. Any statement contained in a report
or document shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in a subsequently
filed document which also is or is deemed to be incorporated by reference in
this Prospectus modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
The Company undertakes to provide without charge to each person to whom a copy
of this Prospectus is delivered, upon the written or oral request of such
person, a copy of any or all of the documents referred to above which have been
or may be incorporated by reference herein (other than exhibits to such
documents unless such exhibits are specifically incorporated by reference in
such documents). Requests for such copies should be directed to Grand Prix
Association of Long Beach, Inc., 3000 Pacific Avenue, Long Beach, California
90806, Attn: Corporate Secretary [telephone (562) 981-2600].
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN
THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION AND
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY
OR THE SELLING STOCKHOLDERS. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY
SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT
THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR
THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT.
THE COMPANY
Since its formation as a California corporation in 1974, the Grand Prix
Association of Long Beach, Inc. (the "Company") has been in the business of
organizing and promoting automobile racing events. The Company developed and,
since 1975, has operated the Grand Prix of Long Beach (the "Grand Prix"), an
annual temporary circuit professional motorsports event in Long Beach,
California. The Grand Prix has the second highest paid attendance of any Indy
car race, second only to the Indianapolis 500. The Grand Prix weekend has
attracted in excess of 200,000 paid spectators in each of the past six years,
and is currently televised to over 125 countries throughout the world.
The Company's business strategy is to continue to maintain the Grand Prix as one
of the motorsports industry's premier annual events, and to capitalize upon the
experience and expertise of its senior management team through the development
of other motorsports venues. In furtherance of this strategy, the Company seeks
to locate, acquire, develop and operate venues which the Company believes are
underdeveloped or underutilized; are located in major metropolitan areas; can be
acquired, improved and developed at a reasonable cost; and can be operated as
multi-purpose motorsports facilities.
In November 1994, the Company acquired an existing 154 acre permanent
motorsports facility, Gateway International Raceway, in Madison, Illinois (near
St. Louis) with the plan to redevelop it into a "state of the art" multi-purpose
racing and driver training facility. Since it acquired this facility, the
Company has replaced the existing facility and put in place a new
infrastructure, including electrical service, a sanitation system, a ground
water drainage system, and ingress and egress roads for new parking facilities,
as well as a new drag strip, oval track, and road course, a drag strip tower, an
oval suite tower, walkways, concession stands and grandstands capable of
presently hosting 55,000 spectators per event and eventually 85,000 per event at
the oval and 30,000 at the drag strip. The Company is in the process of adding
restrooms and improving parking.
In June 1996, the Company acquired its second permanent motorsports facility,
Memphis Motorsports Park, in Millington, Tennessee, with the intention to modify
and improve it in order to bring the facility up to "today's" professional
motorsports standards. Memphis Motorsports Park is a facility of approximately
375 acres located approximately ten miles northeast of downtown Memphis,
Tennessee. The facility, which was constructed in 1987, currently has a
regulation NHRA drag strip, a road course and a 1/4 mile dirt track, ten
corporate suites, and is capable of seating approximately 35,000 people
utilizing its
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5,500-seat permanent grandstand supplemented by the Company's portable
grandstands. The Company is in the process of making needed improvements and
expansions to Memphis Motorsports Park, including converting the old clay oval
to a 3/4 mile paved oval, modifying the road course and increasing the seating
capacity to enable this regional facility to acquire additional nationally
sanctioned motorsports events as well as to continue to host local and regional
events.
Both Gateway International Raceway and Memphis Motorsports Park have the
capability of hosting major stock car and Indy car races. Both facilities have
national caliber National Hot Rod Association ("NHRA") 1/4 mile drag strips. In
1998, Memphis Motorsports Park will host the NHRA Pennzoil Nationals, Presented
by AutoZone; a National Association for Stock Car Auto Racing ("NASCAR")
Craftsman Series Truck race, and an Automobile Racing Club of America ("ARCA")
and United States Auto Club ("USAC") Silver Crown event. Gateway International
Raceway will host the NHRA Craftsman Nationals, in addition to the Motorola 300
Fedex Championship Series event, the CARQUEST Auto Parts 250 NASCAR Busch Series
Grand National Division race, and a NASCAR Craftsman Series Truck race.
Prior to the fiscal year ended November 30, 1996, the Company derived the
majority of its revenues from the Grand Prix. With the addition of the two new
permanent facilities, its reliance on the Grand Prix as its primary revenue
producer has diminished. However, the Company will continue to place great
emphasis on its annual Grand Prix and the revenue it generates.
A further business strategy of the Company has been to maximize the productivity
of both its employees and the race-related operating equipment it has acquired
over the years, by renting its temporary structures and electrical equipment to
other event operators and providing consulting and marketing services to other
entities. While both Gateway International Raceway and Memphis Motorsports Park
need a relatively limited amount of temporary equipment to meet peak demands,
the Company intends to enter the equipment rental business in those markets as
well as to continue in the Southern California market. In addition to rental of
temporary structures and electrical services for other special events, the
Company will continue to provide marketing and promotional services for other
entities, as well as media production services and merchandise/souvenirs for all
three of its venues - Long Beach, Gateway and Memphis.
On August 8, 1997, the Company signed Stock Purchase Agreements with Midwest
Facility Investments, Inc. ("MFI"), a wholly owned subsidiary of International
Speedway Corporation, and Penske Motorsports, Inc. ("PMI") (the "Stock Purchase
Agreements") for the purchase by each of 315,000 shares of the Company's
unregistered Common Stock for a purchase price of $12.34 per share. This
purchase resulted in MFI and PMI each owning 7.2% of the Company's outstanding
Common Stock. The Stock Purchase Agreements provide that the funds received by
the Company from the sale of stock to MFI and PMI must be used only for capital
expenditures for Board approved improvement projects that are intended to
enhance the Company's ability to obtain additional motor racing events at its
Gateway International Raceway and Memphis Motorsports Park facilities; and give
MFI and PMI certain preemptive rights for up to four years. In connection with
the Stock Purchase Agreements, the Company agreed to expand its Board of
Directors by two and to use its best efforts to cause one nominee of MFI and one
nominee of PMI to be elected to the Board to fill the new positions. MFI and
PMI also agreed (until the earlier of (i) six years or (ii) the date Christopher
R. Pook ceases to serve as Chief Executive Officer unless a successor approved
by MFI and PMI has been appointed within 120 days, (iii) there is a tender offer
for the Company's shares or (iv) the Company enters into a merger or other
agreement pursuant to which the Company's current shareholders would own less
than 50% of the surviving corporations capital stock) not to (a) purchase
additional shares of the Company's stock without Board approval, (b) conduct a
proxy contest to obtain control of the Board or (c) enter into any non-market
transaction to sell the Company's stock to anyone who does not agree to be bound
by the same aforementioned stand still provisions, except they may each purchase
up to 5% of the Company's outstanding Common Stock, and purchase shares from
other shareholders who are subject to a Right of First Refusal Agreement between
MFI and PMI and that shareholder (hereinafter the "stand still" provisions).
In connection with the Stock Purchase Agreements, the bylaws of the Company were
amended by majority vote of the shareholders to increase the board of directors
to a maximum of eleven and on October 13, 1997, Gregory W. Penske and H. Lee
Combs were elected as directors to the Company's board.
Concurrent with the signing of the Stock Purchase Agreements, the same parties
signed Registration Rights Agreements, pursuant to which the Company agreed, for
a period of three years, to provide MFI and PMI the right to demand that the
Company register the shares acquired by MFI and PMI concurrent with the
registration of shares for any other security holder (other than on a form S-4
or S-8 or in connection with the registration of the Common Stock issued upon
the conversion of its
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Series B Convertible Preferred shares if the same was filed prior to September
30, 1997) as long as MFI and PMI own at least 1% of the outstanding shares of
the Company's Common Stock. The Company also agreed, not later than June 30,
1998, to file a Registration Statement for an offering to be made on a
continuous basis pursuant to Rule 415 of the Securities Act covering the 630,000
shares collectively purchased pursuant to the Stock Purchase Agreements by MFI
and PMI. MFI and PMI have elected not to exercise their registration rights in
connection with this registration.
Further to the Stock Purchase Agreements and Registration Rights Agreements, MFI
and PMI entered into a Right of First Refusal Agreement with certain
shareholders of the Company, which shareholders collectively control 38% of
Company's outstanding shares (assuming such shareholders exercise all conversion
rights, exercise all options and warrants held by them). All of the Selling
Stockholders except John Read and Lou Mirabile are parties to the Right of First
Refusal Agreement. Exercise of their rights of first refusal pursuant to these
agreements could result in MFI and/or PMI acquiring over 40% of the Company's
Common Stock. In December 1997, MFI and PMI exercised their right of first
refusal to acquire 22,500 shares each offered by EDMARJON-RONBREWDAVE, LLC.
The Company's headquarters are located at 3000 Pacific Avenue, Long Beach,
California 90806. Its telephone number is (562)981-2600.
RISK FACTORS
An investment in the securities offered hereby is highly speculative and
involves a high degree of risk. Prospective investors should carefully consider
all of the information contained in this Prospectus, and in particular, the
following factors which could materially and adversely affect the operations and
prospects of the Company or an investment therein, before making a decision to
purchase any securities offered hereby.
This Prospectus contains forward looking statements which involve risks and
uncertainties. The Company's actual results could differ materially from those
articulated in these forward looking statements as a result of certain factors,
including those set forth in the "Risk Factors" section and elsewhere in this
Prospectus.
WEATHER AND CONSTRUCTION DELAYS
Adverse weather conditions have caused construction delays and could cause
further delays in construction at the Company's Memphis Motorsports Park
facility. Delays in construction of improvements at Memphis Motorsports Park
have resulted in one event which was scheduled to be hosted at Memphis
Motorsports Park being rescheduled to be held at Gateway International Raceway.
Future construction delays could result in the cancellation of an event
scheduled to be held at one or both facilities. Weather conditions could also
cause the cancellation or postponement of one or more events. The Company's
inability to host scheduled events could have a material adverse effect on its
business, revenues and financial condition.
IMPORTANCE OF SANCTIONING CONTRACTS
The success of the Company depends in large part on its ability to attract and
retain national racing events sanctioned by motorsports' principal governing
bodies, particularly at its permanent facilities. To date, the Company has
been able to secure four such events for Gateway International Raceway and three
for Memphis Motorsports Park. The Company entered into a four year agreement
with CART for annual events starting in 1997, a three year lease with NHRA for
an annual national event starting in 1997 with options for an additional 10
years, and a one year agreement with NASCAR for a 1998 Craftsman Truck Series
and a Busch Series, Grand National Division event at Gateway International
Raceway. With respect to Memphis Motorsports Park, the Company has one year
remaining on its agreement with the NHRA for an annual national event (1998) and
a one year agreement with NASCAR for a 1998 Craftsman Truck Series event.
Memphis Motorsports Park has a one year agreement with ARCA for a national
championship stock car event, and it also has two years remaining on its
agreement with USAC for a Silver Crown Championship series annual event. The
Company has one
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year remaining on its sanction agreement with CART for the Grand Prix at Long
Beach with options through the year 2000. The inability of the Company to obtain
further sanction agreements and to maintain sanction agreements at this level
would likely result in lower than anticipated revenues for the Company from
admissions, promotions, sponsorships, hospitality, concessions, and merchandise,
which could have a material adverse effect on the Company's business, financial
condition, and results of operations.
COMPETITION
The Company's racing events compete with other sports and recreational events
scheduled on the same dates, as well as with motorsports racing events
sanctioned by various other racing bodies. Racing events sanctioned by
different organizations are often held on the same dates at different tracks.
The Company competes with other track owners for the patronage of motor racing
spectators as well as for promotions and sponsorships. The Company's agreement
with CART grants it the exclusive right to conduct a CART-sanctioned
Championship Series race in Southern California; however, the agreement allows
CART to grant a CART-sanctioned event to California Speedway recently
constructed approximately 60 miles from Long Beach in Fontana, California, as
long as such race is not held within a period of several months before or after
the Grand Prix, which is traditionally held in April. The California Speedway
has scheduled a CART-sanctioned Indy car race for November 1, 1998, and is
scheduled to host several NASCAR events in 1998. Furthermore, it was recently
announced that the Route 66 Raceway, a new track under construction 23 miles
southwest of Chicago, Illinois will host a NHRA national event in late May, and
an AMA Superbike Tour event in August, 1998. International Speedway Corporation
recently announced that it is building a track in Kansas City capable of hosting
oval track events which it expects will be completed in two years. The conduct
of such competing events could have a material adverse impact on attendance,
sponsorships and other revenues from the Grand Prix and events held at Gateway
International Raceway and Memphis Motorsports Park.
SEASONALITY
Through its fiscal year ended November 30, 1996, most of the Company's revenues
were derived from the annual Grand Prix held each April, in the Company's second
fiscal quarter. The Company anticipates that the addition of revenues from
operations at Gateway International Raceway and Memphis Motorsports Park will
result in significant revenues in its third and fourth quarters as well.
However, because Gateway International Raceway and Memphis Motorsports Park will
have very limited, if any, racing during the winter season, it is anticipated
that during the period from November through February the Company will continue
to have minimal revenues resulting in significant operating losses during its
first fiscal quarter.
GOVERNMENT APPROVALS
Operation of the Grand Prix is dependent upon obtaining a permit from the City
of Long Beach allowing the Company to hold the race on city streets. The
Company has such a permit through the year 2010. Traditionally, the city has
been cooperative in working with the Company with respect to the terms of the
permit and in extending the term thereof; however, there is no assurance that
the City of Long Beach will extend the permit after the year 2010.
SPONSORSHIP CONTRACTS
The Company derives a substantial portion of its annual revenues from
sponsorship agreements, including title sponsorship of its various events,
sponsorship of its permanent venues, and "official product" sponsorships. The
Company's title sponsorship agreements include a contract with Toyota Motor
Sales U.S.A. for title sponsorship of the Grand Prix through the year 2000; an
agreement with Motorola for title sponsorship of Gateway International Raceway's
1997 CART Indy car race, which Motorola has indicated they intend to renew for
three years; a three year agreement with Carquest to act as the title sponsor of
the Busch Series Grand National NASCAR event at Gateway; a two year agreement
with NHRA for Sears Craftsman to be the sponsor of the NHRA event at Gateway
International Raceway; and an agreement with the NHRA for Pennzoil to be the
sponsor of the NHRA event at Memphis Motorsports Park through the 1998 event.
Loss of these title sponsorships or other major sponsorship agreements or
failure to secure such sponsorship agreements in the future could have a
material adverse affect on the Company's revenues.
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GOVERNMENT REGULATION OF SPONSORS
The Company derives a significant portion of its revenue each year from
sponsorship and advertising by various companies. Tobacco and liquor companies
have traditionally sponsored motorsports events. In August 1995, the U.S. Food
and Drug Administration announced proposed regulations which, if implemented,
could potentially restrict tobacco industry sponsorship of sporting events.
Furthermore, recent tobacco litigation and settlements between tobacco companies
and several states could have an impact on the tobacco industry's ability and/or
desire to engage in motorsports sponsorship and advertising activities.
Government regulations and restrictions on advertising by tobacco, liquor and
other potential sponsors could adversely impact the Company's revenues, as well
as that of the motorsports industry as a whole, and there is no assurance that
alternate sponsors could be obtained.
RELIANCE ON THE GRAND PRIX OF LONG BEACH
Traditionally the Company has obtained in excess of 80% of its annual revenues
from the Grand Prix. In 1996, the Grand Prix accounted for approximately 72% of
the Company's revenues. Once Gateway International Raceway and Memphis
Motorsports Park are fully operational and have completed one entire racing
season, the impact of those facilities contribution on the Company's revenue
could prove to be significant. Until that time, the Company expects that the
Grand Prix will continue to account for a significant portion of its revenues
and operating income. Although the Company has operated a racing event on the
streets of Long Beach for 23 years, there can be no assurance that the Grand
Prix will continue to be successful. Although the Company has an agreement with
the City of Long Beach to operate the Grand Prix through 2010, and with CART to
sanction the Grand Prix Indy car race through 1998, which may be extended to
2000 at the option of the Company, the loss or cancellation of either of these
agreements could have a material adverse effect on the financial viability of
the Company.
INSURANCE
The Company maintains insurance policies that provide coverage within limits
that are sufficient, in the opinion of management, to protect the Company from
material financial loss incurred in the ordinary course of business. The
Company also purchases special event insurance for motorsports events to protect
against race related liabilities. The Company also maintains "key man"
insurance on its key corporate executives. However, there can be no assurance
that such insurance will be adequate at all times and in all circumstances. If
the Company is held liable for damages beyond the scope of its insurance
coverage, its business, financial condition and results of operations could be
materially and adversely affected.
LIABILITY FOR PERSONAL INJURIES
Motorsports can be dangerous to participants and to spectators. The Company
maintains insurance policies that provide coverage within limits that are
sufficient, in the judgment of management, to protect the Company from material
financial loss due to liability for personal injuries sustained by persons on
the Company's premises in the ordinary course of the Company's business.
Throughout the year the Company maintains commercial general and automobile
liability insurance with a combined single limit of $5,000,000 per occurrence.
During the weekend of the Grand Prix, the Company increases its insurance
coverage to $20,000,000 per occurrence to encompass the heightened risks
associated with running a race on city streets. However, there can be no
assurance that such insurance will be adequate at all times and in all
circumstances. If the Company is held liable for personal injuries beyond the
scope of its insurance coverage, its business, financial condition and results
of operations could be materially and adversely affected.
PATENTS, TRADEMARKS, COPYRIGHTS
The Company has registered the following trademarks: "Long Beach Grand Prix",
"U.S. Grand Prix West", "200 MPH Beach Party", "LBGP" and others and regularly
copyrights its artwork, including poster art and artwork for clothing and
souvenirs sold at the Grand Prix, Gateway International Raceway and Memphis
Motorsports Park. Although the Company takes care to protect
8
<PAGE>
its intellectual property, the loss of any of these trademarks, copyrights or
patents would not, in the opinion of management, have a material adverse effect
on the revenues of the Company.
STATUS OF GATEWAY LAW ENFORCEMENT DRIVING SCHOOL
In its initial public offering Prospectus, the Company disclosed that it
expected to apply approximately $1,500,000 of the net proceeds from its initial
public offering to establish and equip the Gateway Law Enforcement Driving
School. Because the Company was able to obtain major event sanctions for
Gateway International Raceway earlier than anticipated, it had to accelerate
redevelopment of Gateway International Raceway in order to permit it to host
those major events in 1997. The cost of redeveloping and improving Gateway
International Raceway at an accelerated rate has exceeded the initial
redevelopment estimates, and the portion of the proceeds used for the
redevelopment of Gateway International Raceway has exceeded the estimate set
forth in the Prospectus. Therefore, the Company anticipates that it will not
have sufficient proceeds from the initial public offering remaining after
completion of the Gateway redevelopment to enable it to establish and equip the
Gateway Law Enforcement Driving School from that source of funds. However, the
Company does intend to go forward with the law enforcement driving school on the
schedule anticipated in its initial public offering prospectus, and believes
that the cash flow from earnings generated from major events which have and can
be hosted at the redeveloped Gateway International Raceway will be sufficient to
complete this goal. The Company's inability to direct sufficient funds from
other sources to establish and equip the Gateway Law Enforcement Driving School
could have a material adverse effect on the Company's business and financial
condition.
RESTRICTION ON USE OF FUNDS
On August 8, 1997, the Company entered into Stock Purchase Agreements with MFI
and PMI, for the purchase by each of 315,000 shares of the Company's
unregistered Common Stock for which the Company was paid a total of $7,616,623.
The Stock Purchase Agreements provide that the funds received by the Company
from the sale of stock to MFI and PMI must be used for capital expenditures of
Board approved improvement projects that are intended to enhance the Company's
ability to promote additional motor racing events at its Gateway International
Raceway and Memphis Motorsports Park facilities. This restriction on the
Company's use of proceeds could result in the Company having insufficient funds
for ongoing operations and could have a material adverse effect on the Company's
ability to meet current financial obligations.
POTENTIAL FOR CHANGE IN CONTROL
In accordance with the Right of First Refusal Agreement entered into between MFI
and PMI and certain shareholders of the Company (which shareholders collectively
control 38% of the Company's outstanding shares, assuming such shareholders
exercise all conversion rights, exercise all options and warrants held by them,
after issuance of the shares purchased by MFI and PMI pursuant to the Stock
Purchase Agreement), PMI and MFI have the right to purchase any shares offered
by parties to the Right of First Refusal Agreement. In the Stock Purchase
Agreement, MFI and PMI are allowed to each purchase up to 5% of the Company's
outstanding Common Stock, and purchase shares from other shareholders who are
subject to a Right of First Refusal Agreement between them and that shareholder.
In the event that such purchases bring the total ownership of MFI or PMI to
greater than 10%, each has the right to purchase sufficient Common Stock on the
open market to bring the ownership interest of each up to 20.5% of the
outstanding Common Stock of the Company. If they make such purchases, however,
their rights under the Right of First Refusal Agreement are reduced on a share
for share basis. Exercise of their rights of first refusal and other rights
pursuant to these agreements could result in MFI and/or PMI acquiring over 40%
of the Company's Common Stock. Both MFI and PMI are SEC reporting companies.
None of the control persons of the Company serve on the boards of directors of
MFI, PMI or International Speedway Corporation ("ISC"). H. Lee Combs, a
Director and Senior Vice President of ISC, and Gregory W. Penske, a Director
and Executive Vice President of PMI are directors of the Company.
DEPENDENCE ON KEY PERSONNEL
The Company's success depends largely on the availability and performance of its
senior management team, particularly Christopher R. Pook, the Company's Chairman
and Chief Executive Officer. Mr. Pook's reputation and experience within the
motorsports industry, including his relationship with the various motorsports
sanctioning bodies, will continue to be of considerable importance to the
Company. The loss of any of the Company's key personnel or its inability to
attract and retain key employees in the future could have a material adverse
effect on the Company. In addition, the Company's agreement with
9
<PAGE>
Toyota is cancelable at the option of Toyota should Mr. Pook cease to be
Chairman or Chief Executive Officer of the Company. The Stock Purchase
Agreements contain certain "stand still" provisions which terminate if
Christopher R. Pook ceases to serve as Chief Executive Officer, unless a
successor approved by MFI and PMI has been appointed within 120 days. The loss
of any of its senior management team members could have a material adverse
effect on the business of the Company.
MANAGEMENT OF GROWTH
The acquisition of Gateway International Raceway and the Memphis Motorsports
Park has and will continue to place substantial burdens on the Company's
management resources and financial controls. The Company's ability to manage its
growth effectively will require it to continue to implement and improve its
operational, financial and management information systems and controls, and to
train, motivate and manage its employees. The Company's failure to manage its
growth effectively could have a material adverse effect on the Company's
business, financial condition and results of operations.
ABILITY TO MAKE ADVANTAGEOUS ACQUISITIONS
The Company's ongoing strategy includes locating, acquiring and developing
multi-purpose motorsports facilities. There can be no assurance that the Company
will be able to identify suitable acquisition candidates or consummate
advantageous acquisitions. The Company intends to continue to review and
evaluate acquisition opportunities as they arise, but presently has no
commitments with respect to any potential acquisition. If the Company does make
one or more future acquisitions, these acquisitions may involve the use of
substantial additional debt and may not be profitable or otherwise beneficial
for the Company. Due to the restriction on use of the $7,616,623 proceeds from
the recent sale of stock to MFI and PMI contained in the Stock Purchase
Agreements, the Company would not have those funds available for the acquisition
of other facilities. Investors may not have an advance opportunity to evaluate
the merits and risks of any acquisitions undertaken by the Company.
BLANK CHECK PREFERRED STOCK
The Company's Board of Directors has total discretion in the issuance of
Preferred Stock and the determination of the rights and privileges associated
with any shares of Preferred Stock which might be issued in the future, which
rights and privileges may be detrimental to the holders of the Common Stock. The
Company is authorized to issue 10,000,000 shares of Preferred Stock of which
only two series, Series A Convertible Preferred Stock, representing 312,500
shares, and Series B Convertible Preferred Stock, representing 250,000 shares,
have been designated to date. All Series A and Series B Convertible Preferred
shares were previously converted into Common Stock. The issuance of Preferred
Stock in the future could discourage or impede a tender offer, proxy contest or
other similar transaction involving a potential change in control of the
Company, which transaction might be viewed favorably by other shareholders.
ANTI-TAKEOVER PROVISIONS
In addition to provisions in the Company's Articles of Incorporation which
authorize the issuance of "blank check" Preferred Stock, the Company's Bylaws
provide for a staggered Board of Directors, and provisions in the employment
agreements for each of Christopher R. Pook and James P. Michaelian provide for
large severance payments to these individuals in the event of a change in
control of the Company coupled with a change in their job duties. Furthermore,
the Company is a party to an agreement with MFI & PMI, each of which owns
315,000 shares of the Company's Common Stock, which give these shareholders
certain preemptive rights. These provisions and agreements could discourage or
impede a tender offer, proxy contest or other similar transaction involving a
potential change in control of the Company which transaction might be viewed
favorably by minority shareholders.
ABILITY TO MEET PAYMENT OBLIGATIONS ON SWIDA LOAN
In order to finance the redevelopment of Gateway International Raceway, the
Company entered into a loan agreement with Southwestern Illinois Redevelopment
Authority ("SWIDA"), which agreed to fund a loan to the Company by issuing
municipal bonds in the aggregate principal amount of $21,500,000 designated as
the "Taxable Sports Facility Revenue Bonds, Series 1996 (Gateway International
Motorsports Corporation Project" (the "Bonds"). The Bonds are unconditionally
guaranteed by the
10
<PAGE>
Company. The closing of the sale of the Bonds occurred on June 21, 1996. The
Bonds were offered by SWIDA on a private placement basis in reliance upon an
exemption from registration contained in Section 4(2) of the 1933 Act. SWIDA has
loaned all of the proceeds from the Municipal Bond Offering to the Company for
the purpose of the development, construction and expansion of Gateway
International Raceway, and the funds so obtained were irrevocably committed to
complete all planned construction of Gateway International Raceway, to create a
$2,550,000 interest reserve fund and to pay for the cost of issuance of the
Bonds. The Bonds are enhanced by the moral obligation of the State of Illinois
and have a 20-year maturity. The Company issued a 20-year $21,500,000 promissory
note to SWIDA which bears interest at a rate of approximately 9.1% per annum
(the "SWIDA Loan"). Payments of interest are made semi-annually, and began in
February 1997, with interest payments through February 1998 derived from an
interest reserve fund described below, and principal payments will begin in
February 2000. All proceeds from the SWIDA Loan are required to be dedicated by
the Company to the redevelopment of Gateway International Raceway and debt
service obligations with respect to the SWIDA Loan. As required pursuant to the
financing arrangement, the Company established a $2,550,000 interest reserve
fund (from the proceeds of the SWIDA Loan). In addition, the Company established
a $2,300,000 debt service reserve fund from the net proceeds of its $2,500,000
private placement of its Series A Convertible Preferred Stock. In January, 1998,
the Company substituted an irrevocable standby letter of credit from First
Tennessee Bank for the cash on deposit in the debt reserve fund. Additionally,
the Company is required to impose a 5% ticket surcharge on all nationally
sanctioned motorsports events at Gateway International Raceway to establish an
additional debt service reserve fund for the Bonds. Once $2,000,000 has been
accumulated in this fund, excess funds then accumulating will be used to redeem
Bonds annually commencing February 1, 2002. Although the Company's payment
obligations for interest payments on the SWIDA Loan through February 1998, were
reserved out of the proceeds of the SWIDA Loan and were held in an interest
reserve fund and for the purpose of making those payments, future payments on
the SWIDA Loan are intended to be made primarily from the revenues from the
operations of Gateway International Raceway. Although the Company is current on
its obligation and expects to meet its future debt payment obligations out of
the revenues from Gateway International Raceway, and although the Company will
receive certain assistance from the City of Madison, Illinois in the form of a
tax increment finance fund which should assist it in meeting its debt burdens,
there can be no assurance that earnings from the future operations of Gateway
International Raceway will be sufficient to meet the Company's debt service
obligations. If the Company is unable to meet these obligations, the resulting
default could result in the foreclosure on the assets of Gateway International
Raceway, and the acceleration of the Company's obligation to make payment of the
full principal amount and all interest due on the SWIDA Loan.
ENCUMBRANCE OF ASSETS
In January, 1998, the Company and each of its subsidiaries, signed Guaranty
Agreements, co-obligating themselves for the $2,501,825 contingent liability of
Gateway International Motorsports Corporation, to First Tennessee Bank under a
Reimbursement Agreement pursuant to which First Tennessee Bank issued an
irrevocable standby Letter of Credit to secure Gateway International Motorsports
Corporation's obligation to maintain the debt reserve fund referred to above in
connection with its agreement with SWIDA. As further security for the standby
letter of credit, the Company's subsidiary, Memphis International Motorsports
Corporation signed a deed of trust covering the Memphis facility. The Guaranty
Agreements, Reimbursement Agreement and Deed of Trust contain various covenants
limiting the signatory's financial, debt and financing ratios, which could have
the effect of limiting the Company's ability to raise capital by asset
financing. The Company's default under its agreement to maintain the debt
reserve fund, would result in a draw on the letter of credit and could result in
foreclosure on Memphis International Motorsports Park and trigger the Company's
and each subsidiary's obligation to pay all obligations of Gateway International
Motorsports Corporation under the Letter of Credit.
YEAR 2000 ISSUES
The Company is aware of the issues related to the approach of the year 2000 and
has assessed and investigated what steps must be taken to ensure that its
critical systems and equipment will function appropriately when the year
changes. The assessment included a review of what systems and equipment need to
be changed or replaced in order to function correctly within the company and
with other entities. The company's accounting and ticketing hardware and
software has been found to be year 2000 compliant and no corrections will be
needed to those systems as a result of the year 2000. The Company does not
place substantial reliance on any other systems, and no systems have been found
to need substantial correction.
11
<PAGE>
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the Shares registered
by this Form S-3. The Shares being registered are Common Stock which has been
issued upon the exercise of options granted to Company employees and directors
pursuant to the Company's 1990 Stock Option Plan, which Plan was terminated on
May 16, 1996.
PLAN OF DISTRIBUTION
The Selling Stockholders or their pledgees, donees, transferees or other
successors in interest, may sell Shares in any of the following ways: (i)
through dealers, (ii) through agents, (iii) or directly to one or more
purchasers. The distribution of the Shares may be effected from time to time in
one or more transactions (which may involve crosses or block transactions) (a)
on the NASDAQ National Market System (or on such national stock exchanges upon
which shares of Common Stock may be traded from time to time) in transactions
pursuant to and in accordance with the rules of that system, (b) in the over-
the-counter market, or (c) in transactions other than on that system or in the
over-the-counter market, or a combination of those transactions. Any such
transaction may be effected at market prices prevailing at the time of sale, at
prices related to those prevailing market prices, at negotiated prices or at
fixed prices. The Selling Stockholders, or their pledgees, donees, transferees
or other successors in interest, may effect these transactions by selling Shares
to or through broker-dealers, and those broker-dealers may receive compensation
in the form of discounts, commissions, or commissions from the Selling
Stockholders, or their pledgees, donees, transferees or other successors in
interest, and/or commissions from purchasers of Shares for whom they may act as
agent. The Selling Stockholders, or their pledgees, donees, transferees or
other successors in interest, and any broker-dealers or agents that participate
in the distribution of Shares by them might be deemed to be underwriters, and
any discounts, commissions, or concessions received by any such broker-dealers
or agents might be deemed to be underwriting discounts and commissions, under
the 1933 Act. Affiliates of the Selling Stockholders, or their pledgees,
donees, transferees or other successors in interest, may act as principal or
agent in connection with the offer or sale of Shares by the Selling
Stockholders, or their pledgees, donees, transferees or other successors in
interest. In addition, any shares which qualify for sale pursuant to Rule 144
under the 1933 Act may be sold under Rule 144 rather than pursuant to this
Prospectus. The Company will not receive any proceeds from the sale of the
Shares. The Company will pay the cost of preparing the Registration Statement
and registering the Shares. The Selling Stockholders have been advised that
they, and their pledgees, donees, transferees or other successors in interest,
are subject to the applicable provisions of the 1934 Act, including without
limitation Rules 10b-5, 10b-6, and 10b-7 thereunder. There can be no assurances
that the Selling Stockholders will sell any or all of the Shares offered
hereunder.
SELLING STOCKHOLDERS
The Selling Stockholders are all past or current employees or directors of the
Company who received the Shares upon the exercise of options which had been
granted to them pursuant to the Company's 1990 Stock Option Plan adopted August
1990, as amended June 9, 1993 and December 1, 1993. The following table sets
forth the name of the Selling Stockholders, the number of shares of the
Company's Common Stock beneficially owned by the Selling Stockholders, the
number of shares that may be sold by
12
<PAGE>
the Selling Stockholders in this Offering, and the number of shares of Common
Stock to be owned by the Selling Stockholder, and the percentage of Common Stock
to be owned by the Selling Stockholders, assuming none of the shares of Common
Stock will be sold in this Offering.
<TABLE>
<CAPTION>
BEFORE OFFERING AFTER OFFERING
--------------------------------- ------------------------------------
NUMBER OF NUMBER OF NUMBER OF
SHARES SHARES SHARES PERCENT OF
BENEFICIALLY WHICH MAY BENEFICIALLY OUTSTANDING
OWNED BE SOLD IN OWNED (2) SHARES (3)
OFFERING (1)
------------- -------------- --------------- ---------------
<S> <C> <C> <C> <C>
Christopher R. Pook and 515,558 183,897 515,558 11%
Ellen L. Pook, Trustees of the
Pook Family Trust (5)
James P. Michaelian 263,459 114,998 263,459 5%
Dwight Tanaka & Sharon Tanaka 65,619 55,204 65,619 1%
Michael S. Clark 38,535 32,190 38,535 less than 1%
Gemma Bannon & Martin Bannon 27,581 23,049 27,581 less than 1%
Joseph Ainge and Constance 57,978 16,148 57,978 less than 1%
Ainge, Trustees of the Ainge
Family Trust dated 11/21/96
Daniel S. Gurney and/or 82,792 16,148 82,792 1%
Evi Gurney
Wayne G. Kees Trustee of the
Wayne G. Kees Living Trust
dated 10/21/89 57,978 16,148 57,978 1%
Lou Mirabile 67,341 16,148 67,341 1%
George Pellin 71,146 16,148 71,146 1%
John R. Queen, Jr. &
Patricia Queen 93,862 16,148 93,862 2%
</TABLE>
13
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
John Read, Trustee of the
John E. Read Family Trust 59,156 16,148 59,156 1%
Rod Sette & Gayle Sette 47,965 16,148 47,965 1%
James Sullivan & Betty
Sullivan Trustees under the
S.R.E. Industries Pension
Plan & Trust (4) 67,978 16,148 67,978 1%
</TABLE>
________________________________________________________________________________
Footnotes:
(1) All of the Shares are subject to the Right of First Refusal Agreement except
those held by John Read and Lou Mirabile. See "The Company."
(2) Assumes no shares will be sold.
(3) As of February 9, 1998, there were 4,660,236 shares of Common Stock
outstanding, including the Shares being registered hereby.
(4) James Sillivan and Betty Sullivan each own 7,114 of these shares in their
individual names.
(5) Mr. Pook's wife holds 65,805 of these shares in her name.
EXPERTS
The financial statements of the Company for the period ended November 30, 1996
incorporated by reference in this Prospectus and elsewhere in the Registration
Statement have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their report with respect thereto, and are
incorporated herein in reliance upon the authority of said firm as experts in
giving said reports. See "Documents Incorporated by Reference."
DESCRIPTION OF COMMON STOCK
The description of the Company's Common Stock to be offered pursuant to this
Prospectus has been incorporated into this Registration Statement. See
"Documents Incorporated by Reference."
LEGAL MATTERS
The validity of the Shares offered hereby will be passed upon for the Company by
Gartenberg Jaffe Gelfand & Stein, LLP, Los Angeles, California.
14
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following is a schedule of the estimated expenses (all of which will be
borne by the Company) incurred in connection with the offering of the securities
registered hereby, other than underwriting discounts and commissions, if any.
All of the amounts shown are estimates, except the SEC registration fee.
<TABLE>
<S> <C>
SEC Registration fees $ 2,362.79
Transfer agent's fees $ 280.00
Printing & engraving $ 1,000.00
Legal fees & expenses $ 5,000.00
Accounting fees & expenses $ 3,500.00
Miscellaneous $ 500.00
----------
Total fees & expenses of issuance: $12,642.79
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Articles of Incorporation and Bylaws contain provisions limiting
the personal liability of directors to the Company or its shareholders and
indemnifying directors, officers, employees and agents of the Company for
actions, in their capacity as such, to the fullest extent permitted by law. In
August, 1994, each of the then-existing non-employee directors of the Company
entered into indemnification agreements with the Company pursuant to which the
Company agreed to indemnify the non-employee directors against expenses incurred
by a non-employee director arising out of any act or omission of the director
arising out of his duties as a director of the Company. In September, 1996, the
Company entered into similar agreements with two new non-employee directors, and
in October 1997 entered into similar agreements with its two newest directors.
The Company has directors and officers liability insurance. Insofar as
indemnification for liability arising under the 1933 Act may be permitted to
directors, officers and controlling persons of the Company pursuant to the
foregoing provisions, the Company has been advised that in the opinion of the
Securities and Exchange Commission indemnification is against public policy as
expressed in the 1933 Act and is, therefore, unenforceable. At present there is
no pending or threatened litigation involving a director, officer, employee or
agent of the Company where indemnification will be required or permitted. The
Company knows of no threatened litigation or proceeding which may result on a
claim of indemnification by any director, officer, employee or agent.
II-1
<PAGE>
ITEM 16. EXHIBITS.
See the Exhibit Index which is incorporated herein by reference.
ITEM 17. UNDERTAKINGS.
The undersigned Company hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-
effective amendment to this registration statement;
(i) To include any Prospectus required by Section 10(a)(3) of the 1933
Act;
(ii) To reflect in the Prospectus any facts or events which, individually
or together, represent a fundamental change in the information set forth in the
registration statement;
(iii) To include any additional or changed material information on the plan
of distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement; provided,
---------
however, that paragraphs (1)(i) and (1)(ii) do not apply if the information
- -------
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Company pursuant to section 13 or
15(d) of the 1934 Act that are incorporated by reference in this registration
statement.
(2) That, for the purpose of determining any liability under the 1933 Act, each
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at the time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.
The undersigned Company hereby undertakes that, for purposes of determining any
liability under the 1933 Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and where
applicable, each filing of an employee benefit plan"s annual report pursuant to
Section 15(d) of the 1934 Act) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the 1933 Act may be
permitted to directors, officers and controlling persons of the Company pursuant
to the Company's Articles of Incorporation, Bylaws or otherwise, the Company has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the 1933 Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection which the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the 1933 Act and will be governed by the final
adjudication of such issue.
II-2
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3, and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Long Beach, State of California, on February 19, 1998.
GRAND PRIX ASSOCIATION
OF LONG BEACH, INC.
By: /s/ Christopher R. Pook
---------------------------------
Christopher R. Pook
Chairman of the Board,
Chief Executive Officer and President
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Christopher R. Pook and James P. Michaelian, and
each of them, his attorney-in-fact with power of substitution for him in any
and all capacities, to sign any amendments, supplements, subsequent registration
statements relating to the offering to which this Registration Statement
relates, or other instructions he deems necessary or appropriate, and to file
the same, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, hereby ratifying and confirming all
that said attorney-in-fact or his substitute may do or cause to be done by
virtue hereof.
Pursuant to the requirements of the 1933 Act, this registration statement
has been signed by the following persons in the capacities and on the date
indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Christopher R. Pook Chairman of the Board,
- ----------------------- President and Chief Executive
CHRISTOPHER R. POOK Officer (Principal Executive Officer) February 19, 1998
/s/ James P. Michaelian Chief Operating Officer and
- ----------------------- Director February 19, 1998
JAMES P. MICHAELIAN
/s/ Ronald C. Shirley Chief Financial Officer
- ----------------------- (Principal Financial Officer) February 19, 1998
RONALD C. SHIRLEY
/s/ Daniel Gurney Director February 19, 1998
- -----------------------
DANIEL GURNEY
/s/ James Sullivan Director February 19, 1998
- -----------------------
JAMES SULLIVAN
</TABLE>
II-3
<PAGE>
<TABLE>
<S> <C> <C>
/s/ John R. Queen, III Director February 19, 1998
- -----------------------
JOHN R. QUEEN, III
/s/Wayne Kees Director February 19, 1998
- -----------------------
WAYNE KEES
/s/ George Pellin Director February 19, 1998
- -----------------------
GEORGE PELLIN
/s/ Neil Matlins Director February 19, 1998
- -----------------------
NEIL MATLINS
/s/ Joseph Ainge Director February 19, 1998
- -----------------------
JOSEPH AINGE
/s/ Gregory Penske Director February 19, 1998
- -----------------------
GREGORY PENSKE
/s/ H. Lee Combs Director February 19, 1998
- -----------------------
H. LEE COMBS
</TABLE>
II-4
<PAGE>
EXHIBIT INDEX
The following exhibits to this Form S-3 are incorporated herein by reference
except as otherwise stated:
<TABLE>
<CAPTION>
Exhibit No. Exhibit
- ----------- ------------------------------------------------------------------
<C> <S>
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* Bylaws 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
5.2++ Opinion letter of Gartenberg Jaffe Gelfand & Stein LLP relating to
the legality of the securities registered on Form S-3 dated
September 29, 1997.
5.3 Opinion letter of Gartenberg Jaffe Gelfand & Stein LLP relating to
the legality of the securities registered on Form S-3 dated
February 20, 1998 (filed herewith)
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* Employment 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
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
</TABLE>
<PAGE>
<TABLE>
<C> <S>
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 Intentional 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 Automobile Racing Club of America and Applicant,
dated November 25, 1996
10.32**** Stock Purchase Agreement, dated August 8, 1997, between Midwest
Facility Investments, Inc., and Grand Prix Association of Long
Beach, Inc.
10.33**** Registration Rights Agreement, dated August 8, 1997, between
Midwest Facility Investments, Inc., and Grand Prix Association of
Long Beach, Inc.
10.34**** Stock Purchase Agreement, dated August 8, 1997, between Penske
Motorsports, Inc., and Grand Prix Association of Long Beach, Inc.
10.35**** Registration Rights Agreement, dated August 8, 1997, between
Penske Motorsports, Inc., and Grand Prix Association of Long
Beach, Inc.
10.36**** Right of First Refusal Agreement, dated August 8, 1997 between
Midwest Facility Investments, Inc., Penske Motorsports, Inc. and
various shareholders.
10.37+ Sanction Application and Agreement between Gateway International
Motorsports Corporation and NASCAR Craftsman Truck Series dated
October 22, 1997
10.38+ Sanction Application and Agreement between Memphis International
Motorsports Corporation and NASCAR Craftsman Truck Series dated
October 22, 1997
21. * Subsidiaries of Registrant
23.6 ** Consent of Counsel (filed herewith)
23.7 Consent of Arthur Andersen LLP (filed herewith)
</TABLE>
_________________________
* Incorporated herein by reference to the Company's Registration Statement
on Form SB-2 filed with the Commission on May 17, 1996, as amended on June
24, 1996.
** Included as part of Exhibit 5.3 filed herewith.
*** Incorporated herein by reference to the Company's Form 10-KSB/A filed
April 8, 1997.
**** Incorporated herein by reference to the Company's Form 8-K filed September
11, 1997.
+ Incorporated herein by reference to the Company's Form 8-K filed November
7, 1997.
++ Incorporated herein by reference to the Company's Form S3 filed September
30, 1997
<PAGE>
EXHIBIT 5.3
[LETTERHEAD OF GARTENBERG JAFFE GELFAND & STEIN LLP]
February 20, 1998
Christopher R. Pook
President and Chief Executive Officer
Grand Prix Association of
Long Beach, Inc.
3000 Pacific Avenue
Long Beach, CA 90806
Re: Form S-3 Registration Statement
Dear Mr. Pook:
This opinion is furnished to Grand Prix Association of Long Beach, Inc. (the
"Company") in connection with the registration statement on Form S-3 (the
"Registration Statement") to be filed with the Securities and Exchange
Commission ("SEC") registering 554,670 shares of the common stock, no par value
(the "Shares") of the Company.
In our capacity as counsel to the Company, we have participated in the
preparation of the Registration Statement. In so acting, we have examined
copies of agreements, exhibits to the Registration Statement, corporate
documents and records of the Company, representations of officers and
representatives of the Company and others and such other documents, records and
papers as we have deemed relevant and necessary in order to give the opinion
hereinafter set forth. In our examinations, we have assumed, without
investigation, the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified or photostatic copies. We have
relied upon the aforesaid writings with respect to the accuracy of material
factual matters stated therein without independent investigation.
Based upon the foregoing, in our opinion the Shares have been duly authorized
and, when issued, will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement on Form S-3 to be filed by the Company with the SEC under
the Securities Act of 1933, as amended, and we further consent to the reference
to our firm under the caption "Legal Matters" in the prospectus which
constitutes a part thereof.
<PAGE>
[LETTERHEAD OF GARTENBERG JAFFE GELFAND & STEIN LLP]
Christopher R. Pook
February 20, 1998
Page 2
The opinion expressed in this letter is solely for the Company's benefit and may
not be relied upon by any other person or used in any manner or for any purpose
except as specifically provided for in this opinion.
Very truly yours,
GARTENBERG JAFFE GELFAND & STEIN, LLP
By: /s/ Edward S. Gelfand
----------------------------------
Edward S. Gelfand
ESG:emc
cc: Val deMartino, Esq.
<PAGE>
EXHIBIT 23.7
[LETTERHEAD OF ARTHUR ANDERSEN LLP]
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-3 of our report dated
February 27, 1997 included in Grand Prix Association of Long Beach, Inc.'s Form
10-KSB for the period ended November 30, 1996 and to all references to our Firm
included in this registration statement.
/s/ Arthur Andersen LLP
------------------------
ARTHUR ANDERSEN LLP
Los Angeles, California
February 23, 1998
