<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
[AMENDMENT NO...................]
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2)0
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
GRAND PRIX ASSOCIATION OF LONG BEACH, INC.
- -------------------------------------------------------------------------------
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
N/A
- -------------------------------------------------------------------------------
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_]$125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
--------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
--------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
--------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:_________________________________________________
(2) Form, Schedule or Registration Statement No.:___________________________
(3) Filing Party:___________________________________________________________
(4) Date Filed:_____________________________________________________________
<PAGE>
[LOGO OF GRAND PRIX ASSOCIATION OF LONG BEACH]
CHRISTOPHER R. POOK
PRESIDENT & CHIEF EXECUTIVE OFFICER
March 17, 1998
Dear Grand Prix Association of Long Beach, Inc. Shareholder:
You are cordially invited to attend the Grand Prix Association of Long
Beach, Inc. Annual Meeting of Shareholders to be held on Wednesday,
April 22, 1998 at 4:00 p.m. local time. The meeting will be held at the
Hilton Hotel, One World Trade Center, Long Beach, California.
At the meeting you will be asked to vote on the election of directors
and vote upon the retention of Arthur Andersen LLP as the Company's
independent public accountants.
I hope you will be able to attend this year's Annual Meeting. We will
report to the shareholders on the fiscal year ended November 30, 1997,
which was a pivotal year for the Company and on our future challenges.
YOUR VOTE IS VERY IMPORTANT. Whether or not you plan to attend the
meeting, please sign, date and return the enclosed proxy card as soon as
possible in the enclosed prepaid envelope in order to ensure that your
vote is counted. If you attend the meeting, you will, of course, have
the right to vote your shares in person.
Very truly yours,
/s/ Christopher R. Pook
CHRISTOPHER R. POOK
<PAGE>
[LOGO OF GRAND PRIX ASSOCIATION OF LONG BEACH]
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
APRIL 22, 1998
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Grand Prix
Association of Long Beach, Inc., a California corporation (the "Company") will
be held on Wednesday, April 22, 1998 at 4:00 p.m. local time, at the Hilton
Hotel, One World Trade Center, Long Beach, California for the following
purposes:
1. To elect the following four (4) directors, three to serve for a three
year term, one to serve for a one year term, and until their
successors are duly elected and qualified.
Three Year Term: Joseph F. Ainge
H. Lee Combs
Wayne Kees
One Year Term: Gregory Penske
2. To ratify the selection of Arthur Andersen LLP as independent auditors
of the Company for the current fiscal year.
3. To transact any such other business as may properly come before the
meeting or any adjournment thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.
Only shareholders of record at the close of business on February 27, 1998
are entitled to notice of and to vote at the meeting and any adjournment
thereof.
All shareholders are cordially invited to attend the meeting in person. Any
shareholder attending the meeting may vote in person even if such shareholder
previously signed and returned a proxy.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Gemma A. Bannon
Gemma A. Bannon
Secretary
Long Beach, California
March 17, 1998
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE AND
SIGN THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE IN ORDER
TO ASSURE A QUORUM IS PRESENT AND THAT YOUR SHARE ARE REPRESENTED. NO POSTAGE
NEED BE AFFIXED IF MAILED IN THE UNITED STATES.
<PAGE>
[LOGO OF GRAND PRIX ASSOCIATION OF LONG BEACH]
PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
The enclosed Proxy is solicited on behalf of the Board of Directors of Grand
Prix Association of Long Beach, Inc. (the "Company") for use at the Company's
Annual Meeting of Shareholders ("Annual Meeting") to be held Wednesday, April
22, 1998 at 4:00 p.m. local time, or at any adjournment or postponement
thereof, for the purposes set forth herein and in the accompanying Notice of
Annual Meeting of Shareholders. The Annual Meeting will be held at the Hilton
Hotel, One World Trade Center, Long Beach, California 90831.
The Company's principal executive offices are located at 3000 Pacific
Avenue, Long Beach, California 90806. The telephone number is (562) 981-2600.
These proxy solicitation materials were mailed on or about March 17, 1998 to
all shareholders entitled to vote at the Annual Meeting.
A COPY OF THE ANNUAL REPORT CONTAINING FORM 10-KSB IS BEING MAILED TO
SHAREHOLDERS WITH THIS PROXY STATEMENT. A COPY OF THE FORM 10-KSB WILL BE
FURNISHED UPON WRITTEN REQUEST, WITHOUT CHARGE, TO ANY PERSON WHO WAS A
SHAREHOLDER AS OF THE RECORD DATE FOR VOTING AT THE ANNUAL MEETING. SUCH
WRITTEN REQUEST SHOULD BE DIRECTED TO GEMMA A. BANNON, AT 3000 PACIFIC AVENUE,
LONG BEACH, CALIFORNIA 90806.
INFORMATION CONCERNING SOLICITATION AND VOTING
RECORD DATE AND SHARES OUTSTANDING
Shareholders of record at the close of business on February 27, 1998 are
entitled to notice of, and to vote at, the Annual Meeting. At the record date,
4,665,236 shares of the Company's common stock, no par value (the "Common
Stock") were issued and outstanding, each share being entitled to one vote at
the meeting.
REVOCABILITY OF PROXIES
Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before its use by delivering to the Secretary of the
Company a written notice of revocation or a duly executed proxy bearing a
later date or by attending the Annual Meeting and voting in person.
VOTING AND SOLICITATION
Every shareholder voting for the election of directors is entitled to one
vote for each share held. Shareholders do not have the right to cumulate their
votes in the election of directors. On all other matters each share is
likewise entitled to one vote on each proposal or item that comes before the
Annual Meeting.
The Company intends to include abstentions and broker non-votes as present
or represented for purposes of establishing a quorum for the transaction of
business, but to exclude broker non-votes from the calculation of shares
entitled to vote with respect to any proposal for which authorization to vote
was withheld.
<PAGE>
The cost of this solicitation will be borne by the Company. The Company may
reimburse brokerage firms and other persons representing beneficial owners of
shares for their expenses in forwarding solicitation material to such
beneficial owners. Proxies also may be solicited by certain of the Company's
directors, officers and employees, without additional compensation, personally
or by telephone or facsimile.
PROPOSAL ONE--ELECTION OF DIRECTORS
ELECTION OF DIRECTORS
The term of office of four of the present directors of the Company will
expire on the day of the Annual Meeting, upon the election of their
successors. The Company's amended bylaws require that the directors be divided
into three classes, with each class consisting of no less than three
directors. At the first annual meeting after adoption of the amended bylaws,
which was the last annual meeting, and pursuant to the amended bylaws, one
class was elected to serve for three years, one class to serve for two years,
and one class to serve for one year. The amended bylaws provide that at
subsequent annual meetings directors will be elected to hold office for three
years. Through March 1998 the Board of Directors consisted of eleven members.
Directors, Neil Matlins, who was elected to serve until 1999 and John R. Queen
III, whose term was due to expire at the Annual Meeting announced that they
would not stand for reelection at the Annual Meeting. Accordingly, the Board,
acting pursuant to its authority under the bylaws, has set the size of the
board at nine. As a result, following the Annual Meeting, the board will
consist of nine members, with three members in each class. The bylaws also
require that the number of directors in each class be equal. Therefore, three
directors elected at this meeting will be elected to a three year term.
Directors elected at the last annual meeting for a term of two or three years
will continue in office and one director will be elected for a one year term.
NOMINEES
Each of the nominees named below is currently a director of the Company and
was elected at the last annual meeting which was held on December 9, 1996,
except for H. Lee Combs and Gregory W. Penske, who were elected on October 13,
1997 to fill the vacancies on the board created when the bylaws were amended
to increase the number of directors to eleven. Set forth below are the names
and ages of the nominees, the principal occupation of each, the year in which
first elected as a director of the Company, the business experience of each
for at least the past five years, and certain other information concerning
each of the nominees.
For a Three Year Term ending in 2001:
Joseph F. Ainge, 68, has been a Director of the Company since 1975. Mr.
Ainge has been Vice President of the Prime Electro Products Company, a
distributor of electronic components, since 1990. Mr. Ainge earned a BS in
Business Management and Marketing from the University of Utah in Salt Lake
City.
Wayne Kees, 75, has served as a Director of the Company since 1975. Mr. Kees
has been retired for more than five years. Mr. Kees also serves as a member of
the Board of Directors of Goodrich Petroleum Corporation and Sizzler
International.
H. Lee Combs, 44, has served as a Director of International Speedway Corp.
since 1987. He served as that company's Vice President and Chief Financial
Officer from 1987 until his appointment as Senior Vice President-Operations in
January 1996. He has also served as a Director of Penske Motorsports, Inc.
since 1995.
For a One Year Term ending in 1999:
Gregory W. Penske, 35, has been President of Penske Motorsports, Inc. since
July 1997 and a Director since its formation. Mr. Penske has been President of
California Speedway Corporation since January 1997. Since 1993, Mr. Penske has
been President of Penske Automotive Group, Inc. From 1987 to July 1992, Mr.
Penske served as Vice President of D. Longo, Inc., and from 1992 to the
present served as its President. D. Longo, Inc. is a Toyota dealership in El
Monte, California and is a subsidiary of Penske Automotive Group, Inc.
2
<PAGE>
DIRECTORS CONTINUING IN OFFICE
The following directors were elected at the December 9, 1997 annual meeting
and will continue in office with terms ending in 1999 and 2000.
Term ending in 2000:
Daniel S. Gurney, 65, has been involved with the Company since its inception
in 1974 and has served as a Director of the Company since 1975. Since 1964,
Mr. Gurney has been the owner and Chief Executive Officer of All American
Racers Incorporated of Santa Ana, California, a company that designs race
cars. Mr. Gurney is a former professional race car driver.
George S. Pellin, 57, has been a Director of the Company since 1988. Since
1984, Mr. Pellin has been the owner and General Manager of Pellin Automotive
Products Company, Inc. which manufactures automotive parts in Los Angeles,
California. Mr. Pellin also owns George Pellin & Associates, a company
involved in the sale of automotive electrical equipment and parts. Mr. Pellin
earned a BS in Business from the University of Southern California, Los
Angeles.
James Sullivan, 64, is one of the original shareholders of the Company and
has served as a Director of the Company since 1980. Since 1983, Mr. Sullivan
has been the owner of S.R.E. Industries, Burbank, California, a company which
manufactures souvenir and promotional items with a large presence in the
racing community. Mr. Sullivan was educated at the University of Arizona. He
has been interested in racing since childhood and ran a Championship USAC
Midget team in the late 1970's and early 1980's.
Term ending in 1999:
James P. Michaelian, 55, has been a Director of the Company since 1975, and
has been employed by the Company since its inception in 1974 in various
executive capacities. He has served as Executive Vice President of the Company
since 1988, and Chief Operating Officer since May 1996. Mr. Michaelian also
serves as the Executive Producer of Grand Prix Teleproductions, a division of
the Company that is responsible for providing television broadcast services
for the Grand Prix of Long Beach on ABC and ESPN. Mr. Michaelian holds an MBA
from University of California, Los Angeles.
Christopher R. Pook, 56, founded the Company and has served as Chairman of
the Board of Directors, Chief Executive Officer and President since its
inception in 1974. Mr. Pook is a former member of the Board of Governors of
California State University, Long Beach; was a California delegate appointed
by President Clinton to the White House Conference on Travel and Tourism; Co-
Chair, with Long Beach Mayor Beverly O'Neill, of Long Beach Strategic
Marketing, Inc.; Board Member of the Long Beach Area Convention & Visitors
Bureau; past Chairman of the Greater Los Angeles World Trade Center
Association; four-time Fund Raising Chairman of California State University,
Long Beach, 49er Athletic Foundation; and former Marketing Committee Chairman
and Board Member of the Long Beach Symphony. He is a past recipient of the
Salesman of the Year award from Sales and Marketing Executives. He was
recently presented with the first annual Entrepreneur of the Year Award by the
Long Beach Chamber of Commerce. On two occasions he has been awarded a key to
the City of Long Beach for his efforts on behalf of the community and is a
past Chairman of the Board of Directors of the Greater Long Beach Area Chamber
of Commerce. Mr. Pook is one of the original developers of the concept of
modern-day racing through city streets in the United States.
ATTENDANCE AT BOARD MEETINGS
During the fiscal year ended November 30, 1997, the board met in person
seven times, by telephone three times and took action by unanimous consent one
time. During the 1997 fiscal year, each of the directors attended 75% or more
of the total number of meetings of the Board held and the total number of
meetings held by all committees of the Board on which he served during such
period, with the exception of Mr. Gurney who attended 70% and Mr. Combs who
attended 50% of the board of directors and committee meetings held during the
time he was a director.
3
<PAGE>
COMPENSATION OF DIRECTORS
Non-employee directors receive compensation of $500 per board meeting
attended and $500 per committee meeting attended. Prior to June 1996, they
also received stock options. In December 1993, 149,390 shares of Common Stock
from the 1993 Stock Option Plan were set aside to be granted to the ten then
existing non-employee directors in consideration of their past service to the
Company. Each of those directors was granted an option to purchase one-tenth
of the shares held in the pool, contingent upon their attendance at four board
meetings a year. Options granted to the directors were granted at an exercise
price of $1.09 per share and were to vest over the subsequent five year period
at a rate of 20% per year, commencing December 1994. Some of the options have
been exercised by existing or retired directors. Stock Option Agreements under
the 1993 Stock Option Plan further provided that if any director were asked to
resign, his or her options would vest immediately. The Company further agreed
to compensate those directors by paying them the consideration necessary to
exercise the 20% of the options which vested in December 1995. Of the ten
then-existing non-employee directors, five are still board members and each
currently has eighty percent of his options vested. The retired non-employee
directors are eligible to exercise their options, all of which immediately
vested upon resignation. Directors are eligible to participate in the
Company's 1996 Stock Option Plan; however, to date no options have been
granted under that plan.
COMMITTEES OF THE BOARD
Audit Committee. The Audit Committee makes recommendations concerning the
engagement of independent public accountants, reviews the independent public
accountants' plans and results of the audit engagement, approves professional
services provided by the independent public accountants, reviews the
independence of the independent public accountants, considers the range of
audit and non-audit fees and reviews the adequacy of the Company's internal
accounting controls. The Audit Committee currently consists of Messrs. Queen,
Pellin, Combs and Ainge, all of whom are currently Directors of the Company.
Nominating Committee. The Nominating Committee selects and nominates
qualified persons to serve as directors of the Company. The Nominating
Committee currently consists of Messrs. Pook, Kees, Gurney and Ainge. Mr. Pook
is currently an officer and Director of the Company and Messrs. Kees, Gurney,
Penske and Ainge are currently Directors of the Company.
Compensation Committee. The Compensation Committee determines the annual
compensation of executive officers and key employees of the Company. The
Compensation Committee currently consists of Messrs. Sullivan, Kees and Ainge,
none of whom are officers or employees and all of whom are currently directors
of the Company.
Stock Option Committee. The Stock Option Committee administers the Company's
1996 Employee and Director Stock Incentive Plan. The Committee determines who
are to receive grants under these plans and the terms of all grants subject to
the applicable provisions of the plans. The Stock Option Committee currently
consists of Messrs. Pook, Michaelian, Kees, Queen, Gurney and Pellin, all of
whom are currently Directors of the Company. Messrs. Pook and Michaelian are
also officers of the Company.
Executive Committee. The Executive Committee has and exercises all of the
powers and authority of the Board in the management of the business and
affairs of the Company that may lawfully be delegated to it by the Board. The
Executive Committee does not have the power to amend the Articles of
Incorporation or bylaws of the Company, to adopt an agreement of merger or
consolidation, to recommend to the shareholders the sale, lease or exchange of
all or substantially all of the property and assets of the Company or the
dissolution of the Company, to declare a dividend or authorize the issuance of
stock, or to file bankruptcy. The Executive Committee currently consists of
Messrs. Pook, Michaelian, Kees, Queen, Gurney and Pellin. Messrs. Pook and
Michaelian are the CEO and COO respectively and all of the committee members
are Directors of the Company.
4
<PAGE>
APPROVAL BY SHAREHOLDERS
The four nominee-directors receiving the highest number of votes cast at the
Annual Meeting will be elected as the Company's directors to serve the terms
set for them as described above. So long as the Company is a "listed"
corporation within the meaning of Section 301.5 of the California Corporations
Code, the Company's bylaws provide for the automatic elimination of cumulative
voting. Unless otherwise instructed, the proxy holder will vote proxies
received by her FOR the four nominees named above. It is not expected that any
nominee will be unable or will decline to serve as a director. THE BOARD OF
DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF EACH OF THE NOMINEES AS
DIRECTORS.
PROPOSAL TWO
RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
RATIFICATION OF ARTHUR ANDERSEN LLP
The accounting firm of Arthur Andersen LLP serves the Company as its
independent public accountants and has done so for the past four years. A
representative from Arthur Andersen LLP will be at the Annual Meeting to
answer any questions that arise.
APPROVAL BY SHAREHOLDERS
The affirmative vote of at least a majority of the outstanding shares
present and entitled to vote at the meeting is required for confirmation of
the appointment of the independent pubic accountants for the current fiscal
year. Unless instructed otherwise, the proxy holder will vote proxies held by
her FOR this resolution. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
RATIFICATION OF THE SELECTION OF ARTHUR ANDERSEN LLP AS THE COMPANY'S
INDEPENDENT PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING NOVEMBER 30, 1998.
5
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
PRINCIPAL SHAREHOLDERS
The following table sets forth ownership of the Company's voting securities
as of February 27, 1998 by (i) each person or group who is known by the
Company to own beneficially more than 5% of the outstanding shares of each
class of voting securities, (ii) each director, nominee director and named
executive officer and (iii) all executive officers, and directors as a group.
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF PERCENTAGE
TITLE BENEFICIAL OF CLASS
NAME OF BENEFICIAL OWNER(3) OF CLASS OWNERSHIP(1) OUTSTANDING(2)
--------------------------- -------- ------------ --------------
<S> <C> <C> <C>
Christopher R. Pook(4)(16) Common 515,558 10.73%
James P. Michaelian(5)(16) Common 263,459 5.54%
Dwight R. Tanaka(6)(16) Common 65,619 1.40%
Ronald C. Shirley Common -0- 0.00%
Michael S. Clark(7)(16) Common 38,535 0.82%
Kevin O'Brien Common -0- 0.00%
Joseph Ainge(13)(16) Common 57,978 1.24%
Daniel S. Gurney(8)(16) Common 82,792 1.77%
Wayne Kees(8)(16) Common 57,978 1.24%
George Pellin(13)(16) Common 71,146 1.52%
John R. Queen, III(9)(16) Common 36,570 0.78%
James Sullivan(10)(16) Common 67,978 1.45%
Neil Matlins(11)(16) Common 107,225 2.30%
H. Lee Combs Common -0- 0.00%
Gregory Penske Common -0- 0.00%
Midwest Facility Investments, Inc.(16) Common 340,000 7.29%
Penske Motorsports, Inc.(16) Common 340,000 7.29%
Nicholas & Company(12) Common 251,000 5.38%
Wellington Management Company LLP(14) Common 328,000 7.03%
Laifer Capital Management, Inc.(15) Common 264,041 5.66%
All executive officers and directors
as a group (18 persons)(17) Common 1,394,319 28.07%
</TABLE>
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(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission. In computing the number of shares
beneficially owned by a person and the percentage ownership of that
person, shares of Common stock subject to options or warrants held by
that person that are currently exercisable, or will become exercisable
within 60 days from February 27, 1998, are deemed outstanding. Such
shares, however, are not deemed outstanding for purposes of computing the
percentage ownership of any other person.
(2) Based on 4,665,236 shares of Common Stock outstanding, subject to the
second sentence of footnote 1 above.
(3) Unless otherwise noted, the address for each person listed is 3000
Pacific Avenue, Long Beach, California 90806. Unless otherwise noted,
each person has sole voting and investment power over the shares of
Common Stock, subject to community property laws where applicable.
(4) Includes options to purchase 139,548 shares of Common Stock exercisable
within 60 days of February 27, 1998. Includes 65,805 shares of Common
Stock owned by Ellen Pook, the spouse of Mr. Pook and excludes 55,396
over which he has a right of first refusal.
(5) Includes options to purchase 86,961 shares of Common Stock exercisable
within 60 days of February 27, 1998.
6
<PAGE>
(6) Includes options to purchase 10,415 shares of Common Stock exercisable
within 60 days of February 27, 1998.
(7) Includes options to purchase 6,345 shares of Common Stock exercisable
within 60 days of February 27, 1998.
(8) Includes options to purchase 8,964 shares of Common Stock exercisable
within 60 days of February 27, 1998.
(9) Excludes an aggregate of 132,581 shares of Common Stock owned by Mr.
Queen's father, grandmother and brother, of which shares Mr. Queen
disclaims beneficial ownership.
(10) Includes 7,114 shares of Common stock owned by the spouse of Mr.
Sullivan, also includes 41,799 shares of Common stock held by Mr.
Sullivan as Trustee of the SRE Industries Pension Trust and options to
purchase 11,951 shares of Common stock exercisable within 60 days of
February 27, 1998.
(11) Includes 61,600 shares of Common stock held by the Lincoln Fund, 18,750
shares of Common stock held by the Lincoln Fund Tax Advantage LP, 15,625
shares of Common stock held by the Gordon Fund and 6,250 shares of Common
stock held by Matlins Financial Consulting Inc. Profit Sharing Plan which
are managed by Mr. Matlins.
(12) Said 251,000 shares of Common Stock are held by Nicholas Company, Inc. an
investment advisor which has dispositive power over the shares invested
in Nicholas Limited Edition, Inc. which has voting power over the shares
(13) Includes options to purchase 11,951 shares of Common stock exercisable
within 60 days of February 27, 1998.
(14) These shares are owned of record by clients of Wellington Management
Company LLP which is an investment advisor registered under Section 203
of the Investment Advisors Act of 1940.
(15) Laifer Capital Management, Inc. is an investment advisor registered under
Section 203 of the Investment Advisor's Act of 1940. It has shared voting
power over 90,341 shares and sole voting power over 173,700 shares.
(16) Excludes shares over which each has a right of first refusal. (See
"Potential for Change in Control").
(17) Includes all executive officers and current directors of the Company.
EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES OF THE COMPANY
EXECUTIVE OFFICERS
Christopher R. Pook founded the Company in 1974 and has since been the
Chairman of the Board of Directors, Chief Executive Officer and President of
the Company. Mr. Pook is a former member of the Board of Governors of
California State University, Long Beach; was a California delegate appointed
by President Clinton to the White House Conference on Travel and Tourism; Co-
Chair, with Long Beach Mayor Beverly O'Neill, of Long Beach Strategic
Marketing, Inc.; Board Member of the Long Beach Area Convention & Visitors
Bureau; past Chairman of the Greater Los Angeles World Trade Center
Association; four-time Fund Raising Chairman of California State University,
Long Beach, 49er Athletic Foundation; and former Marketing Committee Chairman
and Board Member of the Long Beach Symphony. He is a past recipient of the
Salesman of the Year award from Sales and Marketing Executives. He was
recently presented with the first annual Entrepreneur of the Year Award by the
Long Beach Chamber of Commerce. On two occasions he has been awarded a key to
the City of Long Beach for his efforts on behalf of the community and is a
past Chairman of the Board of Directors of the Greater Long Beach Area Chamber
of Commerce. Mr. Pook is one of the original developers of the concept of
modern-day racing through city streets in the United States.
James P. Michaelian has been employed by the Company since its inception in
1974 in various executive capacities and has been the Executive Vice President
of the Company since 1988, Chief Operating Officer since May 1996 and a
Director since 1975. Mr. Michaelian also serves as the Executive Producer of
Grand Prix
7
<PAGE>
Teleproductions, a division of the Company which is responsible for providing
television broadcast services for the Grand Prix on ABC and ESPN. Mr.
Michaelian holds an MBA from University of California, Los Angeles.
Dwight R. Tanaka has been employed by the Company for the past 19 years and
has been the Vice President of Operations of the Company since 1984. In
addition, Mr. Tanaka is the Chief Operating Officer of the Company's
subsidiary responsible for the grandstand rental and installation business.
Ronald C. Shirley joined the Company in March 1997 and has served as Chief
Financial Officer for the Company since then. Mr. Shirley served as Vice
President, Treasurer and Chief Financial Officer for the California Angels
from December 1991 to May 1996. In addition, he was with the accounting and
consulting firm of Arthur Andersen LLP for nine years. He received a
Bachelor's degree in Business with a major in accounting from California State
University at Long Beach and has been a certified public accountant since
1981.
Michael S. Clark has been employed by the Company since 1988 and has served
as Vice President of Marketing for the Company since 1991. Mr. Clark also
serves as the Director of Marketing for Competitive Promotional Solutions, a
division of the Company responsible for providing promotion, marketing and
public relations services primarily for organizations involved in the
motorsports industry. Mr. Clark holds a Bachelor of Science in Communications
from the University of Texas.
SIGNIFICANT EMPLOYEES
Kevin O'Brien joined the Company on January 12, 1998 as Vice President of
Communications and Public Relations. From 1994 through 1997, Mr. O'Brien was
Vice President of Marketing for Sports Car Club of America (SCCA) Pro Racing.
In 1993 Mr. O'Brien served as Vice President of Marketing and Communications
for the International Motorsports Association (IMSA). He spent 1991 and 1992
with the Quarton Group in Detroit working on publications for the National
Basketball Association, Professional Golfers Association and National Hockey
League's Detroit Red Wings. From 1986 to 1990 he acted as Director of
Marketing for Championship Auto Racing Teams, Inc. (CART). Mr. O'Brien has a
degree in Business Management from Western Michigan University.
Rodney G. Wolter joined the Company in October 1995 as General Manager of
Gateway International Raceway and to supervise the planned redevelopment of
the Gateway facility. In June 1996, he was named a Vice President of Gateway
International Motorsports Corporation and named its President in May 1997.
From 1987 to 1994, Mr. Wolter served as Manager of the Nebraska Motorplex in
Scribner, Nebraska and was responsible for its operations. From 1962 to
February 1993, Mr. Wolter served as a construction project manager for Kiewit
Construction in Omaha, Nebraska.
Todd Bridges joined the Company in June 1996 as General Manager of Memphis
Motorsports Park. From 1991 to 1996, Mr. Bridges was the owner of Binex
Outsourcing Services which provided management consulting services to various
businesses, including Kansas City International Raceway, where he was
Marketing/Operations Manager from 1988 to 1991. Mr. Bridges has been involved
in motorsports for over 20 years.
Gemma A. Bannon has been with the Company since 1982. She is Director of
Administration, primarily responsible for management of human resources for
the Company, and since 1990 has served as Corporate Secretary of the Company.
She has also served as Executive Assistant to the President of the Company
since 1982. Ms. Bannon attended University of Toronto, in Toronto, Canada.
8
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth all compensation awarded to, earned by or
paid for services rendered to the Company in all capacities during the last
three fiscal years by the Company's Chief Executive Officer and the Company's
other three most highly compensated executive officers (the "Named Officers")
whose total annual salary and bonus exceeded $100,000 during the fiscal year
ended November 30, 1997 or any of the preceding two years.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
---------------------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
------------------------------------------- --------------------------------- -----------
(A) (B) (C) (D) (E) (F) (G) (H) (I)
SECURITIES LONG-TERM
OTHER ANNUAL RESTRICTED STOCK UNDERLYING INCENTIVE ALL OTHER
NAME AND FISCAL SALARY BONUS COMPENSATION (1) AWARDS (2) OPTIONS/SARS (2) PAYOUTS (2) COMPENSATION (3)
POSITION YEAR ($) ($) ($) ($) (#) ($) ($)
-------- ------ -------- ------- ---------------- ---------------- ---------------- ----------- ----------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Christopher R.
Pook 11/97 $225,000 -- -- -- -- -- $1,925
Chairman, CEO
and 5-mos(4) 93,750 -- -- -- -- -- 1,200
President 6/96 185,390 112,194 -- -- -- -- 3,510
6/95 172,620 105,561 -- -- 174,235 -- --
James P.
Michaelian 11/97 175,000 -- -- -- -- -- 1,775
Chief Operating 5-mos(4) 72,917 -- -- -- -- -- 875
Officer 6/96 153,586 69,283 -- -- -- -- 3,810
6/95 141,173 66,127 -- -- 108,700 -- --
Dwight R. Tanaka 11/97 102,862 -- -- -- -- -- --
VP Operations 5-mos(4) 41,490 -- -- -- -- -- --
6/96 100,096 37,074 -- -- -- -- --
6/95 94,814 31,850 -- -- 52,075 -- --
Michael S. Clark 11/97 72,639 -- -- -- -- -- 2,575
VP Marketing 5-mos(4) 29,291 -- -- -- -- -- 1,188
6/96 72,400 49,680 -- -- -- -- 3,498
6/95 65,975 40,425 -- -- 31,729 -- --
</TABLE>
- -------
(1) The aggregate amount of perquisites and other personal benefits, premiums
for health, life and disability insurance, securities or property, given
to each of the Named Officers valued on the basis of aggregate incremental
cost to the Company was less than either $50,000 or 10% of such officer's
total annual salary and bonus during each of these years.
(2) There were no grants of stock options, stock appreciation rights, or stock
options granted in tandem with stock appreciation rights made by the
Company during its fiscal years ended November 30, 1997 or June 30, 1996
to the Named Officers. The number of stock option grants identified in
column (g) above includes both exercisable and unexercisable stock options
which were granted during the Company's fiscal year ended June 30, 1994 as
described under the 1993 Stock Option Plan detailed below. There were no
exercises by any of the Named Officers of any stock options, stock
appreciation rights or stock options granted in tandem with stock
appreciation rights during the fiscal years ended June 30, 1996, or June
30, 1995 or during the 5-month transition period ended November 30, 1996.
During fiscal year ended November 30, 1997, Dwight R. Tanaka and Michael
S. Clark exercised options, which are reported below.
(3) The amounts reported consist of matching contributions by the Company
pursuant to its 401(k) Plan.
(4) Represents the Company's 5-month transition period from July 1, 1996 to
November 30, 1996.
9
<PAGE>
EMPLOYMENT AGREEMENTS
The Company has entered into an Employment Agreement dated as of May 16,
1996 with Christopher R. Pook to serve as the President and Chief Executive
Officer of the Company through May 16, 2001 (the "Pook Employment Agreement").
Pursuant to the Pook Employment Agreement, Mr. Pook is to receive an initial
base salary of $225,000 per year, which salary may be increased from time to
time by the Board of Directors and also increases annually based on the CPI
index. Mr. Pook is also entitled to participate in any bonus plan, stock
option plan or any other employee benefit or compensation plan that the
Company may have in effect from time to time. If Mr. Pook's employment is
terminated as a result of a change in control of the Company, or otherwise
terminated without cause by the Company, Mr. Pook will be entitled to receive
a severance payment equal to 30 months of his full base salary, accelerated
vesting of all outstanding stock options and other benefits, continued
participation in all benefit plans for a period of 12 months following his
termination and legal fees incurred by Mr. Pook with respect to contesting the
termination of his employment agreement or securing performance of the terms
of his employment agreement. The Pook Employment Agreement provides that the
Company will indemnify Mr. Pook against any acts or omissions made by him in
good faith while performing services for the Company.
The Company has entered into an Employment Agreement dated as of May 16,
1996 with James P. Michaelian to serve as the Chief Operating Officer of the
Company through May 16, 2001 (the "Michaelian Employment Agreement"). Pursuant
to the Michaelian Employment Agreement, Mr. Michaelian is to receive an
initial base salary of $175,000 per year, which salary may be increased from
time to time by the Board of Directors and also increases annually based on
the CPI index. Mr. Michaelian is also entitled to participate in any bonus
plan, stock option plan or any other employee benefit or compensation plan
which the Company may have in effect from time to time. If Mr. Michaelian's
employment is terminated as a result of a change in control of the Company, or
otherwise terminated without cause by the Company, Mr. Michaelian will be
entitled to receive a severance payment equal to 30 months of his full base
salary, accelerated vesting of all outstanding stock options and other
benefits, continued participation in all benefit plans for a period of 12
months following his termination and legal fees incurred by Mr. Michaelian
with respect to contesting the termination of his employment agreement or
securing performance of the terms of his employment agreement. The Michaelian
Employment Agreement provides that the Company will indemnify Mr. Michaelian
against any acts or omissions made by him in good faith while performing
services for the Company.
The Company also has employment agreements with other members of the senior
management team, which provide that in the event the Company terminates the
employment of the employee, the Company shall pay up to twelve months
severance to the employee plus all outstanding bonus incentives due to the
employee.
STOCK OPTION AND STOCK INCENTIVE PLANS
1996 Employee and Director Stock Incentive Plan. In May 1996, the Board of
Directors and shareholders of the Company approved the Company's 1996 Employee
and Director Stock Incentive Plan (the "1996 Plan"). The 1996 Plan was adopted
in order to enable the Company to attract, retain and motivate key employees
and directors by providing for or increasing the proprietary interests of such
persons in the Company.
All employees and directors of the Company are eligible to participate in the
1996 Plan. The 1996 Plan is administered by the Stock Option Committee of the
Board of Directors (the "Committee"). Pursuant to the 1996 Plan, the Committee
may grant, without limitation, any of the following awards to employees or
directors: shares of Common stock or any option, warrant, convertible
security, stock appreciation right or similar right with an exercise or
conversion privilege at a price related to an equity security, or similar
securities with a value derived from the value of an equity security (an
"Award"). Awards are not restricted to any specified form or structure and may
include, without limitation, sales or bonuses of stock, restricted stock,
stock options, stock purchase warrants, other rights to acquire stock,
securities convertible into or redeemable for stock, stock appreciation
rights, limited stock appreciation rights, phantom stock, dividend
equivalents, performance units or performance shares, and an Award may consist
of one such security or benefit, or two or more of them in tandem or in the
10
<PAGE>
alternative. The Committee, in its sole discretion, determines all of the
terms and conditions of each Award granted under the 1996 Plan.
An aggregate of 400,000 shares of Common stock have been reserved for
issuance in connection with Awards made to employees and directors under the
Plan. The Plan is effective for a period of 10 years, through May 2006. The
Board of Directors of the Company may amend or terminate the 1996 Plan at any
time and in any manner; provided, however, that no such amendment or
termination may terminate or modify any Award previously granted under the
Plan without the consent of the recipient of the Award. As of November 30,
1997, no grants of Awards have been made under the 1996 Plan.
1993 Stock Option Plan. In December 1993 the Company adopted its 1993 Stock
Option Plan (the "1993 Plan"), which was approved and adopted by the Board of
Directors and shareholders of the Company. The 1993 Plan is administered by
the Stock Option Committee, but no further options will be granted under the
1993 Plan. The 1993 Plan was terminated in early 1996.
The exercise price of options granted to optionees under the 1993 Plan had
to be equal to the fair market value of a share of Common stock on the date
the option was granted (110% with respect to optionees who own at least 10% of
the outstanding Common stock). All options granted under the 1993 Plan are
non-qualified stock options.
Options to purchase an aggregate of 602,451 shares of Common stock were
granted under the 1993 Plan, all of which options (except for options to
purchase 31,729 shares of Common stock which were granted in January 1995),
were granted in December 1993 at an exercise price of $1.09 per share. 127,723
of those options were exercised in the fiscal year ended November 30, 1997.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY END OPTION/SAR VALUES
<TABLE>
<CAPTION>
(A) (B) (C) (D) (E)
NUMBER OF SECURITIES VALUE OF UNEXERCISED IN-
UNDERLYING UNEXERCISED THE-MONEY OPTIONS/SARS AT
# SHARES OPTIONS/SARS AT FY END(#) FY END($)(1)
ACQUIRED ON VALUE ------------------------- -------------------------
NAME EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Christopher R. Pook 0 $ 0 104,661 69,774 $1,465,254 $976,836
Chairman, CEO and
President
James P. Michaelian 0 0 65,221 43,481 913,094 608,734
Chief Operating Officer
Dwight R. Tanaka 31,244 231,490 0 20,830 0 291,620
VP Operations
Michael S. Clark 19,037 368,211 0 12,691 0 177,674
VP Marketing
Gemma A. Bannon 13,594 165,303 0 9,064 0 126,896
Secretary
</TABLE>
- --------
(1) The closing price of Grand Prix Association of Long Beach, Inc. stock on
November 28, 1997 was $14.00.
401(k) PLAN
On November 1, 1995, the Company adopted a 401(k) Plan (the "401(k) Plan")
pursuant to which employees who have completed at least one year of service
with the Company if hired after November 1, 1995, and meet certain other
eligibility requirements, may contribute, on a pre-tax basis, a percentage of
the employee's total annual income from the Company, subject to certain
Internal Revenue Code limitations. The Company may make matching contributions
to the 401(k) Plan in its discretion, and for the first two years the Company
11
<PAGE>
committed to make a matching contribution equal to 25% of employee
contributions. All contributions are allocated to the employee's individual
account. Contributions made by the Company to the 401(k) Plan vest 100% after
five years employment.
BONUS PLAN
Since 1990, the Company has had in effect a three tier bonus plan in which
year-round full-time employees are eligible to participate (the "Bonus Plan").
In the first tier of the Bonus Plan a bonus is paid based on the Company's
marketing department having surpassed its projected earnings for the Grand
Prix event. This bonus is allocated among the members of the Company's
marketing department as well as among the employees participating in the third
tier of the Bonus Plan. The second tier of the Bonus Plan offers incentives to
employees for bringing new business into the Company unrelated to the Grand
Prix of Long Beach. Employees in all departments of the Company are eligible
to participate in the second tier of the Bonus Plan. The third tier of the
Bonus Plan is based on the general profitability of the Company overall, and,
with the exception of the Company's marketing department employees, all
employees are eligible to participate in this third tier of the Bonus Plan;
however, the senior executive officers of the Company receive most of the
bonus compensation from this third tier of the Bonus Plan. Before any bonus is
payable under the third tier of the Bonus Plan, the Company's pre-tax profits
for the year in which the bonus is to be calculated must exceed the average of
75% of the pre-tax profits of the three previous years. In the Company's
fiscal year ended November 30, 1996 no bonuses were paid. The Bonus Plan may
be terminated or modified at any time in the sole discretion of the Company.
POTENTIAL FOR CHANGE IN CONTROL
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 "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
Agreements provide that the funds received by the Company from the sale of
stock to MFI and PMI be used for capital expenditures intended to enhance the
Company's ability to promote additionally sanctioned motor racing events at
its Gateway and Memphis facilities; and give MFI and PMI certain preemptive
rights for up to four years. In connection with the 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 equity 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
corporation's capital stock) not to, without Board approval, (a) purchase
additional shares of the Company's stock, (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, (in certain cases, such amount may
be increased to an aggregate individual ownership for MFI or PMI, as
applicable, of 20.5% if MFI or PMI, as applicable, acquires certain shares of
Common Stock pursuant to the Right of First Refusal Agreement) 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 Agreements, the bylaws of the Company were amended by
written consent of a majority 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.
Concurrently with the signing of the Agreements, the Company, MFI and PMI
signed Registration Rights Agreements, pursuant to which the Company agreed,
for a period of three years, to provide MFI and PMI with certain "piggyback"
registration rights. In addition, the Company has also agreed, subject to
certain exceptions,
12
<PAGE>
to file a registration statement covering the Shares not later than June 30,
1998 and has agreed, subject to certain exceptions, to use its reasonable best
efforts to cause such registration statement to be declared effective as soon
as practicable thereafter and to be maintained effective for at least two
years.
Further to the 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 beneficially owned approximately
38% of Company's outstanding shares (on a fully diluted basis and after giving
effect to the sale of Common Stock pursuant to the Agreement). In December
1997, MFI and PMI exercised their right of first refusal to acquire 22,500
shares each offered by a member of the group. In addition, in September, 1997
MFI and PMI acquired 2,500 shares each from a former board member under their
rights of first refusal.
In the Stock Purchase Agreements, MFI and PMI are allowed to each purchase
up to an additional 5% of the Company's outstanding Common Stock on the open
market, and purchase shares from other shareholders who are subject to a Right
of First Refusal Agreement. 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.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company has purchased certain merchandise in the normal course of
business from a company owned by a member of the Board of Directors for a
number of years. As of July 1, 1997, the Company purchased a majority of the
equipment of an apparel manufacturing and embroidery business owned by the
daughter and son-in-law of one of the executive staff for the purpose of
establishing an in-house clothing manufacturing and embroidery division.
LIMITATION OF LIABILITY
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 an indemnification agreement with the
Company pursuant to which the Company has agreed to indemnify the non-employee
directors against expenses incurred by the non-employee director arising out
of any act or omission of the director arising out of his or her duties as a
director of the Company. The Company has entered into similar agreements with
new non-employee directors of the Company who became directors after August
1994 and anticipated that it will do so in the future for any new non-employee
directors. Further, each of the Pook Employment Agreement and Michaelian
Employment Agreement provides that the Company shall indemnify and hold
harmless Messrs. Pook and Michaelian against any acts or omissions made by
them in good faith while performing services for the Company. The Company has
a directors and officers liability insurance policy.
At present there is no pending litigation or proceeding involving a
director, officer, employee or agent of the Company where indemnification will
be required or permitted. The Company is not aware of any threatened
litigation or proceeding that may result in a claim for indemnification by any
director or officer.
13
<PAGE>
COMPLIANCE WITH SECTION 16(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who own more than ten percent
(10%) of a registered class of the Company's securities to file reports of
ownership on Form 3 and changes in ownership on Form 4 or 5 with the
Securities and Exchange Commission (the "SEC") and the National Association of
Securities Dealers, Inc. Such officers, directors and ten percent shareholders
are also required by SEC rules to furnish the Company with copies of all
Section 16(a) reports that they file. Based solely upon a review of copies of
such reports received or written representations from certain reporting
persons, the Company believes that they complied with all Section 16(a) filing
requirements applicable to such officers, directors and ten percent
shareholders during the fiscal year ended November 30, 1997, except for the
inadvertent late filing of Forms 4 by Dwight Tanaka, Gemma Bannon, Michael
Clark, and Daniel S. Gurney regarding exercise of options, and by John R.
Queen III regarding receipt of a gift of the Company's Common Stock.
ANNUAL REPORT TO SHAREHOLDERS
The Annual Report to Shareholders of the Company for the fiscal year ended
November 30, 1997 including audited financial statements has been mailed to
the shareholders concurrently herewith, but such report is not incorporated in
this Proxy Statement and is not deemed to be a part of the proxy solicitation
material.
DEADLINE FOR RECEIPT OF SHAREHOLDER PROPOSALS
Proposals of shareholders of the Company which are intended to be presented
by such shareholders at the Company's 1999 annual meeting must be received by
the Secretary of the Company no later than December 1, 1998 in order to be
included in the proxy solicitation materials relating to that meeting.
OTHER MATTERS
The Board of Directors knows of no other business to be transacted at the
Annual Meeting of shareholders, but if any other matters do come before the
meeting, it is the intention of the person named in the accompanying proxy to
vote or act with respect to them in accordance with her best judgment.
By Order of the Board of Directors
/s/ Gemma A. Bannon
Gemma A. Bannon, Secretary
14
<PAGE>
REVOCABLE PROXY
GRAND PRIX ASSOCIATION OF LONG BEACH, INC.
ANNUAL MEETING OF SHAREHOLDERS--APRIL 22, 1998
The undersigned shareholder(s) of the Grand Prix Association of Long Beach,
Inc. ("GPALB") hereby nominates, constitutes and appoints Gemma A. Bannon, the
attorney, agent and proxy of the undersigned, with full power of substitution,
to vote all stock of GPALB which the undersigned is entitled to vote at the
Annual Meeting to be held at the Hilton Hotel, One World Trade Center, Long
Beach, CA, on Wednesday, April 22, 1998, at 4:00 p.m., and at any adjournment
or adjournments thereof, as fully and with the same force and effect as the
undersigned might or could do if personally present thereat, as follows:
1. Election of Directors for a three year term, as set forth in the Notice
of Annual Meeting
<TABLE>
<S> <C>
[_] FOR ALL NOMINEES LISTED BELOW [_] FOR ALL NOMINEES LISTED EXCEPT:
</TABLE>
-----------------------------------------------------
INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name on the line above:
THREE YEAR TERM: Joseph Ainge, H. Lee Combs, Wayne Kees
ONE YEAR TERM: Gregory Penske
2. To ratify the appointment of Arthur Andersen LLP as the Company's
independent public accountants.
<TABLE>
<S> <C> <C>
[_] FOR [_] AGAINST [_] ABSTAIN
</TABLE>
PLEASE SIGN AND DATE ON REVERSE SIDE.
3. To transact such other business as may properly come before the Meeting
and any adjournment or adjournments thereof. Management at present knows of no
other business to be presented by or on behalf of the Company or its Board of
Directors at the Meeting.
THIS PROXY CONFERS AUTHORITY TO AND SHALL BE VOTED "FOR" 1 AND 2 UNLESS
OTHERWISE INDICATED, IN WHICH CASE THE PROXY SHALL BE VOTED IN ACCORDANCE WITH
SUCH INSTRUCTIONS. IF ANY OTHER BUSINESS IS PRESENTED AT THE MEETING, THIS
PROXY SHALL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD OF
DIRECTORS.
- ---------------------------------- ----------------------------------------
Number of Shares Date
- ---------------------------------- ----------------------------------------
Please print name Signature
(Please date this Proxy
and sign your name as it
appears on your stock
certificates. Executors,
administrators, trustees,
etc., should give their
full titles. All joint
owners should sign.)
Check if you plan to
attend the meeting _____
THIS PROXY IS SOLICITED
ON BEHALF OF THE BOARD OF
DIRECTORS AND MAY BE
REVOKED PRIOR TO ITS
EXERCISE.
