<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1 TO
FORM 10-QSB
(Mark One)
[X]Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
FOR THE QUARTERLY PERIOD ENDED FEBRUARY 28,1998
OR
[ ]Transaction report pursuant to Section 13 OR 15(d) of the Securities
Exchange Act of 1934
COMMISSION FILE NUMBER: 1-11837
GRAND PRIX ASSOCIATION OF LONG BEACH, INC.
(Exact name of small business issuer as specified in its charter)
CALIFORNIA 95-2945353
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
3000 PACIFIC AVENUE
LONG BEACH, CA 90806
(Address of principal executive offices)
TELEPHONE NUMBER (562) 981-2600
(Issuer's telephone number)
Check whether the registrant (1) filed all reports required to be filed by
Section 13 or 15(d) of the 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
--- ---
As of April 9, 1998, there were 4,665,236 shares of the Registrant's Common
stock outstanding.
Transitional small business disclosure format (check one) Yes No X
--- ---
This report contains 15 pages. There is 1 exhibit to this report.
<PAGE>
GRAND PRIX ASSOCIATION OF LONG BEACH, INC.
FORM 10-QSB
INDEX
<TABLE>
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements
Condensed Consolidated Balance Sheets February 28, 1998 (unaudited) and
November 30, 1997 3
Condensed Consolidated Statements of Operations (unaudited) - Three months
ended February 28, 1998 and February 28, 1997 5
Condensed Consolidated Statements of Cash Flows (unaudited) - Three months
ended February 28, 1998 and February 28, 1997 6
Notes to Condensed Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis 8
PART II. OTHER INFORMATION
Item 5. Other Information 11
Item 6. Exhibits and Reports on Form 8-K 14
SIGNATURES 15
</TABLE>
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PART I. FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
GRAND PRIX ASSOCIATION OF LONG BEACH, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
<TABLE>
<CAPTION>
November 30, 1997 February 28, 1998
----------------- -----------------
(unaudited)
ASSETS
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 1,520 $ 5,594
Accounts receivable 712 1,726
Prepaid expenses and other current assets 587 541
Inventories 326 366
Income taxes receivable 966 2,064
Deferred major event expenses - 1,098
Deferred income tax asset 207 207
------- -------
Total current assets 4,318 11,596
Property and equipment, net 44,786 45,251
Restricted cash 7,645 3,757
Other assets 1,407 1,512
------- -------
Total assets $58,156 $62,116
======= =======
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
balance sheets.
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GRAND PRIX ASSOCIATION OF LONG BEACH, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
<TABLE>
<CAPTION>
November 30, 1997 February 28, 1998
----------------- -----------------
(unaudited)
LIABILITIES AND SHAREHOLDERS' EQUITY
<S> <C> <C>
CURRENT LIABILITIES
Notes payable, current $ 228 $ 194
Accounts payable 870 712
Accrued interest 593 109
Other accrued liabilities 104 60
Deferred revenues 1,511 7,482
------- -------
Total current liabilities 3,306 8,557
Notes and bonds payable, long term 23,693 23,666
Deferred income tax liability 915 915
Other long term liabilities 200 200
------- -------
Total liabilities 28,114 33,338
------- -------
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY
Preferred stock, no par value
10,000,000 shares authorized - -
Common stock, no par value
20,000,000 shares authorized
4,665,000 and 4,648,000 shares issued and
outstanding as of February 28, 1998 and
November 30, 1997, respectively 26,536 26,644
Retained earnings 3,864 2,492
Shareholders' notes (358) (358)
------- -------
Total shareholders' equity 30,042 28,778
------- -------
Total liabilities and shareholders' equity $58,156 $62,116
======= =======
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
balance sheets.
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GRAND PRIX ASSOCIATION OF LONG BEACH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
Three months ended
February 28, February 28,
1997 1998
------------ ------------
<S> <C> <C>
Revenues:
Major event revenues
Admissions $ - $ -
Sponsorships - -
Ancillary - -
------------ ------------
Total major event revenues - -
Other operating revenues 403 433
------------ ------------
Total revenues 403 433
------------ ------------
Expenses:
Major event expenses - -
Other operating expenses 223 604
General and administrative 1,212 1,272
Depreciation 309 426
------------ ------------
Total expenses 1,744 2,302
------------ ------------
Loss from operations (1,341) (1,869)
------------ ------------
Interest income 246 110
Interest (expense) (241) (607)
Other, net 125 -
------------ ------------
Total other income (expense) 130 (497)
------------ ------------
Loss before benefit for income taxes (1,211) (2,366)
Benefit for income taxes 447 994
------------ ------------
Net loss (764) (1,372)
Dividends on Series B mandatorily redeemable
Convertible Preferred stock (26) -
------------ ------------
Net loss applicable to common stock $ (790) $ (1,372)
============ ============
Basic and diluted loss per share $ (0.22) $ (0.29)
============ ============
Weighted average number of common and common
equivalent shares outstanding 3,640,565 4,658,901
============ ============
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
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GRAND PRIX ASSOCIATION OF LONG BEACH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(unaudited)
<TABLE>
<CAPTION>
Three months ended
February 28, February 28,
1997 1998
------------ ------------
<S> <C> <C>
Cash flows from operating activities $ 246 $ 8,806
------------ ------------
Cash flows from investing activities (241) (4,779)
------------ ------------
Cash flows from financing activities (70) 47
------------ ------------
Net increase (decrease) in cash (65) 4,074
Cash and cash equivalents at beginning of period 1,350 1,520
------------ ------------
Cash and cash equivalents at end of period $ 1,285 $ 5,594
============ ============
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
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GRAND PRIX ASSOCIATION OF LONG BEACH, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FEBRUARY 28, 1998
1. The interim condensed data is unaudited; however, in the opinion of
management, the interim data includes all adjustments, consisting only of normal
recurring adjustments, necessary for a fair statement of the results for the
interim periods. The condensed financial statements included herein have been
prepared in accordance with the rules and regulations of the Securities and
Exchange Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules and
regulations, although the Company believes that the disclosures included herein
are adequate to make the information presented not misleading.
The organization and business of the Company, accounting policies followed by
the Company and other information are contained in the notes to the Company's
financial statements filed as part of the Company's November 30, 1997 Form 10-
KSB. This quarterly report should be read in conjunction with such annual
report.
2. The Company's Series B convertible Preferred stock was converted to an equal
number of shares of the Company's common stock and registered with the
Securities and Exchange Commission with an effective date of October 3, 1997.
3. Pursuant to an agreement dated August 8, 1997, the Company sold a total of
630,000 shares of common stock for $12.34 per share in a private placement. Uses
of the proceeds from that sale were restricted to further develop the facilities
at Gateway and Memphis. In March 1998, those shares were purchased by Dover
Downs Entertainment, Inc. (Dover) and the restriction on the use of the proceeds
was removed.
4. In March 1998, the Company entered into a merger agreement with Dover
whereby, if consummated, the Company would become a wholly owned subsidiary of
Dover. See "Part II. Other Information" for a discussion of the transaction.
5. The Company has adopted SFAS No. 128, "Earnings Per Share", effective
beginning December 31, 1997. Under SFAS No. 128, primary EPS is replaced by
"Basic" EPS, which excludes dilution and is computed by dividing income
available to common shareholders by the weighted average number of common shares
outstanding for the period. "Diluted" EPS, which is computed similarly to fully
diluted EPS, reflects the potential dilution that could occur if securities or
other contracts to issue common stock were exercised or converted into common
stock. When dilutive, stock options are included as share equivalents in
computing diluted earnings per share using the treasury stock method. The
weighted average number of shares used in computing basic earnings per share was
4,658,901 for the three months ended February 28, 1998 and 3,640,565 for the
three months ended February 28, 1997. Options of 418,347 shares for the period
ending February 28, 1998 and 602,443 shares for the period ending February 28,
1997 and Warrants to purchase 31,250 shares at $10.00 per share are not included
in the calculation of Diluted EPS, because they are antidilutive. There was no
change in the basic and dilutive income per share for the quarter ended February
28, 1997 due to adoption of SFAS No. 128.
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SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
The statements contained in this report on Form 10-QSB that are not purely
historical are forward looking statements within the meaning of Section 27A of
the Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934. Such statements involve risks and uncertainties, including statements
regarding the Company's expectations, hopes, intentions or strategies regarding
the future. All forward looking statements included in this document are based
on information available to the Company on the date hereof, and the Company
assumes no obligation to update any such forward looking statements. It is
important to note that the Company's actual results could differ materially from
those in such forward looking statements.
Risks and uncertainties exist which could affect the Company's actual results.
These include the affect of the proposed merger; weather; construction delays;
the Company's ability to obtain and keep major event sanctioning agreements and
sponsors; competition; dependence upon key personnel; the Company's ability to
meet loan obligations; the Company's ability to manage its growth and make
advantageous acquisitions; government regulation; and seasonality; as well as
other risks and uncertainties discussed from time to time in the Company's
filings with the SEC. You should consult the risk factors listed from time to
time in the Company's reports on Forms 10-QSB, 10-KSB, and the annual reports to
shareholders.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
DEFINITIONS: There are numerous acronyms used in the motorsports industry and
otherwise, several of which are used herein. For the facility of the reader,
acronyms used herein are defined below:
ARCA - Automobile Racing Club of America
CART - Championship Auto Racing Teams, Inc.
NASCAR - The National Association for Stock Car Auto Racing, Inc.
NHRA - The National Hot Rod Association
SWIDA - Southwestern Illinois Development Authority
USAC - United States Auto Club
OVERVIEW
The Grand Prix Association of Long Beach, Inc. ("Company") operates the Grand
Prix of Long Beach ("Grand Prix"), a three day, temporary circuit motorsports
event run every spring on the streets of the City of Long Beach, California.
The Company also owns and operates Gateway International Raceway ("Gateway"), in
Madison, Illinois, and Memphis Motorsports Park ("Memphis"), in Millington,
Tennessee. Both facilities are permanent multi-purpose racing venues,
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with major racing events sanctioned by CART, NHRA, NASCAR, ARCA and USAC held at
one or both facilities.
Revenues are generated from ticket sales, corporate sponsorships and hospitality
services (including rental of corporate suites, tents and chalets), broadcast
production services, merchandise sales, concessions and other related event
revenues as well as weekly racing activities at Gateway and Memphis.
The Company recently completed a new 0.25-mile dirt oval at Memphis.
Construction of a new 0.75 mile paved oval at Memphis is currently in progress.
The Company anticipates total expenditures for this project will be
approximately $3,100,000. In addition the Company is in the process of
completing approximately $3,000,000 worth of improvements to its Gateway
facility. Such improvements include additional grandstand seating capacity at
both the oval and drag strip, additional concession and restroom facilities,
additional land for parking and improved ingress/egress capabilities. The
Company anticipates funding the additional costs of these capital improvements
through cash reserves, cash generated by operations and by financing certain
asset acquisitions.
BASIS OF PRESENTATION
Revenues: Major event revenues are derived from nationally sanctioned events at
the Grand Prix, Gateway and Memphis; including admissions from ticket sales,
sponsorships and ancillary, comprising hospitality services, broadcast services,
merchandising, lifestyle/auto-expo and concessions. The Company generates other
operating revenues from promotion, marketing and public relations consulting
services and rentals of grandstands, structures and related equipment services.
Expenses: Major event expenses principally include sanction fees, temporary-
circuit construction costs, operational direct expenses, marketing, advertising
and public relations, costs of merchandise sales, ticket sales expenses and city
service fees. Sanction agreements require race promoters to pay fees, including
prize money, and provide services to the relevant sanctioning body during the
event. Other operating expenses include expenses directly related to public
relations consulting services, structures and equipment rental services,
broadcast services and the direct expenses of operating Gateway and Memphis for
activities other than major events.
THREE MONTHS ENDED FEBRUARY 28, 1998 COMPARED TO THREE MONTHS ENDED
FEBRUARY 28, 1997
Major Event Revenues and Expenses: There were no major events in either period.
Other Operating Revenues and Expenses: Other operating revenues and expenses
increased $30,000 and $381,000 respectively, compared to the three months ended
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February 28, 1997. The increase in other operating expenses was primarily due to
the impact of Gateway being operational for the three months ended February 28,
1998, while for the corresponding period in 1997 the facility was in a
redevelopment phase.
General and Administrative Expenses: General and administrative expenses
increased $60,000 compared to the three months ended February 28, 1997. This
was related to normal operating activities.
Depreciation: Depreciation expense increased $117,000 compared to the three
months ended February 28, 1997. This was primarily due to the completion of the
first phase of the redevelopment project at Gateway in time for the Motorola 300
race in May 1997. Accordingly, depreciation expense on these assets was
recognized for the first time beginning in June 1997.
Interest Income: Interest income decreased $136,000 compared to the three months
ended February 28, 1997. This was primarily due to the decrease in cash on hand
as a result of the construction and redevelopment activities at Gateway and
Memphis.
Interest Expense: Interest expense increased $366,000 compared to the three
months ended February 28, 1997. This was primarily due to the interest on the
SWIDA Loan being expensed in the three months ended February 28, 1998 following
substantial completion of the redevelopment project at Gateway as compared to
being capitalized in the three months ended February 28, 1997.
LIQUIDITY AND CAPITAL RESOURCES
The Company relied on cash on hand and cash generated by advance receipts
related to major events for working capital during the three months ended
February 28, 1998. In addition, the proceeds of the sale of 630,000 shares of
stock in September 1997 were used to fund improvements at Gateway and
construction activity at Memphis. The Company anticipates funding the costs of
additional capital improvements and working capital needs principally through
cash generated from operations and bank financing.
In January 1998, the Company arranged a standby letter of credit to serve as
substitute collateral for its debt service fund obligation in connection with
the SWIDA Loan. As a result approximately $2,500,000 in restricted cash was made
available for general corporate purposes. Substantially all of the property at
the Memphis facility was pledged as security for the letter of credit.
The Company's cash and cash equivalents as of February 28, 1998 are $5,594,000,
a net increase of $4,074,000 from November 30, 1997. The increase in cash is
primarily the result of advance receipts related to major events combined with
the reclassification of cash connected with the letter of credit as discussed
above.
Restricted cash pursuant to the terms of the SWIDA Loan as of February 28, 1998
was $293,000. Restricted cash as of February 28, 1998 related to the sale of
630,000 shares of stock was $3,464,000. Effective in March 1998, such cash will
no longer be restricted as the shares were sold and the restrictions were
removed. Cash used by the Company from restricted and non-restricted cash in
capital improvements totaled $891,000 for the three months ended February 28,
1998, primarily for improvements at Gateway and construction activity at
Memphis.
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The Company's bank borrowings consist of short and long term obligations
incurred in connection with specific capital improvements and expenditures.
Long term debt includes first and second trust deed notes, which together had an
outstanding principal balance of approximately $2,400,000 on February 28, 1998
and the SWIDA Loan with a balance of $21,460,000.
OUTLOOK FOR THE REMAINDER OF 1998
The Company's major events commence in April 1998 and continue through October
1998. In addition, the weekly racing activity, track rentals, and special
events will begin at both Gateway and Memphis during the second quarter and will
continue into the fourth quarter. Accordingly there will be significant
increases in revenues and expenses reflected in the remaining periods of 1998.
The Company expects construction activity at Memphis will continue through at
least the second quarter of 1998. The inaugural event at the new 0.75 mile oval,
the combined ARCA/USAC "Delta Thunder", is scheduled for June 6-7, 1998. There
will be some continuation of construction activity at Memphis beyond the
inaugural event as the facility is readied for its NASCAR debut in September
1998, the NASCAR Craftsman Truck Series race.
The Company's capital requirements will depend on numerous factors, including
the rate at which the Company completes the development and improvements at
Gateway and Memphis, and acquires other motorsports facilities. In addition, the
Company will have various ongoing needs for capital, including: (i) working
capital for operations; (ii) routine capital expenditures to maintain and expand
its Long Beach temporary circuit and permanent facilities; and (iii) funds
required to service corporate obligations, including the $21,500,000 obligation
under the SWIDA Loan.
Due to the seasonality of racing events, the Company generates the majority of
its revenues in the months of April through October. Therefore, the results of
operations for the Company's first quarter cannot be expected to be indicative
of annual results.
PART II. OTHER INFORMATION
ITEM 5. OTHER INFORMATION
Dover Downs Entertainment, Inc. ("Dover"), FOG Acquisition Corporation, a
wholly-owned newly formed subsidiary of Dover ("Acquisition Sub") and Grand Prix
Association of Long Beach, Inc. ("Grand Prix") entered into an Agreement and
Plan of Merger, dated as of March 26, 1998 (the "Agreement"), pursuant to which
at the Effective Time under and as defined in the Agreement, Grand Prix shall be
merged with Acquisition Sub (the "Merger"). As a result, Grand Prix shall
become a wholly-owned subsidiary of Dover.
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The Merger contemplates that each shareholder of Grand Prix will receive .63
shares of common stock, par value $.10 per share, of Dover (the "Dover Common
Stock") for each share of common stock, no par value, of Grand Prix (the "Grand
Prix Common Stock") owned by such shareholder immediately prior to the Effective
Time, subject to certain adjustments if the fifteen consecutive business day
average closing sales price of Dover Common Stock prior to the Effective Time is
greater than $32.00 per share or less than $21.00 per share, provided that the
exchange ratio shall not be greater than .6963 nor less than .5929.
Certain shareholders of Grand Prix, representing approximately 38 percent of the
outstanding Grand Prix Common Stock on a fully diluted basis (which when
combined with shares of Grand Prix Common Stock owned by Dover aggregate greater
than 50% of the fully diluted shares of Grand Prix Common Stock), have entered
into support agreements with Dover pursuant to which they have granted to Dover
a proxy to vote their shares in favor of the Merger, in favor of the election of
up to three nominees of Dover to the Board of Directors of Grand Prix and
against certain matters. In addition, such shareholders have granted an option
to Dover to purchase their shares of Grand Prix Common Stock upon termination of
the Agreement under certain circumstances specified in the support agreements.
Certain holders of the capital stock of Dover, representing more than a majority
of its voting power, have similarly granted Grand Prix a proxy to vote their
shares of Dover Common Stock in favor of the Merger, in favor of the election of
Christopher R. Pook, the Chairman and Chief Executive Officer of Grand Prix, as
a director of Dover and against certain matters.
The Merger has been approved by the Board of Directors of both Dover and Grand
Prix, and is expected to be consummated in June 1998. It is subject to approval
of the shareholders of Grand Prix, the approval by the stockholders of Dover,
expiration of the Hart-Scott-Rodino waiting period and certain other customary
conditions.
Pursuant to the Agreement, Grand Prix makes certain customary representations
and warranties to Dover and Dover makes certain customary representations and
warranties to Grand Prix. The representations and warranties will not survive
the Effective Time of the Merger.
The Agreement provides that the obligations of Dover to close the Merger are
conditioned upon, among other things: (i) the accuracy of the representations
and warranties made by Grand Prix at the Effective Time and compliance with
covenants made by Grand Prix prior to the Effective Time, subject to certain
threshold levels with respect to materiality; (ii) the absence of any material
adverse change in the financial condition or operations of Grand Prix prior to
the Effective Time; (iii) the expiration or termination of any applicable
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
as amended (the "HSR Act"); and (iv) the absence of any injunction which
prevents the consummation of the Merger.
The Agreement provides that the obligations of Grand Prix to close the Merger
are conditioned upon, among other things: (i) the accuracy of the
representations and warranties made by Dover at the Effective Time and
compliance with covenants made by Dover prior to the Effective Time, subject to
certain threshold levels with respect to materiality; (ii) the absence of any
material adverse change in the financial condition or operations of Dover prior
to the Effective Time; (iii)
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the expiration or termination of any applicable waiting period under the HSR
Act; and (iv) the absence of any injunction which prevents the consummation of
the Merger.
The Agreement provides that Dover will increase its Board of Directors to ten
(10) members and that Dover will use its best efforts to nominate Christopher R.
Pook for election as a Class I Director of Dover for the remainder of a three
year term, all subject to the approval of Dover's stockholders. If Mr. Pook is
employed at the end of such three year term, Dover has agreed to use its best
efforts to nominate Mr. Pook for re-election as a director for an additional
three year term, subject to the approval of Dover's stockholders.
Christopher R. Pook and James P. Michaelian (the Chief Operating Officer of
Grand Prix) each entered into five year employment agreements, dated March 26,
1998, with Dover (the "Pook Agreement" and the "Michaelian Agreement,"
respectively, and collectively the "Employment Agreements") effective as of the
Effective Time. The Pook Agreement provides that Mr. Pook will be employed as
Chairman and Chief Executive Officer of Grand Prix and the Michaelian Agreement
provides that Mr. Michaelian will be employed as the Chief Operating Officer for
Grand Prix. The Employment Agreements include covenants not to compete and
restrictions on the amount of Dover Common Stock Messrs. Pook and Michaelian may
sell in any calendar year.
Prior to the execution of the Agreement, Dover entered into stock purchase
agreements with Penske Motorsports, Inc. ("PMI") and Midwest Facility
Investments, Inc. ("MFI") pursuant to which, on March 26, 1998, Dover acquired
680,000 shares of Grand Prix Common Stock (the "Acquired Shares") at $15.50 per
share in cash (340,000 from PMI and 340,000 from MFI). The 680,000 shares of
Grand Prix Common Stock were purchased for approximately $10,540,000. In
connection with such purchases, Christopher R. Pook and James P. Michaelian, as
representatives of the shareholders of Grand Prix who are parties to that
certain right of first refusal agreement, dated August 8, 1997 (the "ROFR
Agreement"), consented to such purchases by Dover. As a condition to such
consents, PMI and MFI agreed that upon the sale of such shares the ROFR
Agreement shall terminate and that the transaction with Dover shall not be an
event terminating the standstill provisions of those certain stock purchase
agreements with PMI and MFI, respectively, dated August 8, 1997. Effective upon
the acquisition of the Acquired Shares by Dover, H. Lee Combs and Gregory
Penske, members of the Board of Directors of Grand Prix nominated by MFI and
PMI, respectively, resigned as directors of Grand Prix.
The Agreement provides that Grand Prix shall take all corporate action necessary
to appoint three nominees of Dover to the Board of Directors of Grand Prix and
to nominate three nominees of Dover to the Board of Directors of Grand Prix for
the period commencing upon the execution of the Agreement and terminating upon
the earlier of one year after the date of the Agreement or the date upon which
Dover ceases to beneficially own at least eighty percent of the Acquired Shares.
Each party will pay its own costs and expenses incurred relative to the
Agreement. The Agreement includes a termination fee of $3,000,000 payable to
Dover upon the consummation of an alternative proposal or offer to purchase all
or any significant portion of the assets or equity
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securities of Grand Prix ("Alternative Proposal") within 12 months after the
termination of the Agreement due to (i) the failure of the shareholders to
approve the Merger; (ii) the withdrawal or modification of the approval or
recommendation of the Merger by the Board of Directors of Grand Prix; (iii) the
recommendation of an Alternative Proposal by the Board of Directors of Grand
Prix; or (iv) the exercise by the Board of Directors of Grand Prix of its
fiduciary obligation if Grand Prix receives an Alternative Proposal which the
Board of Directors of Grand Prix believes is superior from a financial point of
view to the Merger and is reasonably likely to be consummated.
A Registration Rights Agreement, dated March 26, 1998 (the "Registration
Agreement"), has also been entered into between Dover and Grand Prix. The
Registration Agreement provides that Dover shall have certain rights (the
"Registration Rights") to cause the Acquired Shares or any additional shares of
Grand Prix Common Stock acquired by Dover, to be registered under the Securities
Act of 1933, as amended (the "Securities Act"), for the three year period after
the date of such agreement. Not later than sixty days after termination of the
Agreement pursuant to certain specified provisions, Dover has the right, subject
to certain limitations to cause Grand Prix to file a shelf registration
statement under the Securities Act registering such securities for up to three
(3) years. Grand Prix has the right to prohibit sales pursuant to such shelf
registration in certain circumstances. Pursuant to the Registration Agreement,
Dover also has the right, subject to certain limitations, to cause registrable
securities to be included in any registration statement under the Securities Act
filed by Grand Prix, other than a Registration Statement on Form S-4 or S-8.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibit 27 - Financial Data Schedule (filed with this Form 10-QSB)
(b) Form 8-K filed on April 9, 1998 reporting the Agreement with Dover.
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant has
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
GRAND PRIX ASSOCIATION OF LONG BEACH, INC.
/s/ Christopher R. Pook
-----------------------
Christopher R. Pook
Chairman of the Board, Chief Executive Officer and
President
/s/ Ronald C. Shirley
---------------------
Ronald C. Shirley
Chief Financial Officer
Dated: April 15, 1998
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