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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
(X) Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarterly period ended March 31, 1998.
( ) Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period ______ to ______.
Commission File No. 1-13925
CHAMPIONSHIP AUTO RACING TEAMS, INC.
------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 38-3389456
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(State or other jurisdiction of (IRS Employer Identification No.)
Incorporation or organization)
755 West Big Beaver Rd., Suite 800, Troy, MI 48084
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(Address of principal executive offices) (Zip Code)
(248) 362-8800
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(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 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 [ ] No [ X ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
COMMON STOCK $0.01 PAR VALUE 15,171,666 SHARES
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CLASS OUTSTANDING AT MAY 1, 1998
This report contains 17 pages.
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TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION PAGE
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS.
Consolidated Balance Sheets at March 31, 1998 and
December 31, 1997 3
Consolidated Statements of Operations for the Three
Months Ended March 31, 1998 and 1997 4
Consolidated Statement of Stockholders' Equity
(Deficit) for the Three Months Ended March 31, 1998 5
Consolidated Statements of Cash Flows for the Three
Months Ended March 31, 1998 and 1997 6
Notes to Consolidated Financial Statements 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS. 12
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. 16
SIGNATURES 17
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<TABLE>
CHAMPIONSHIP AUTO RACING TEAMS, INC.
CONSOLIDATED BALANCE SHEETS
AS OF MARCH 31, 1998 AND DECEMEBER 31,1997
(IN THOUSANDS)
<CAPTION>
ASSETS MARCH 31, 1998 DECEMBER 31, 1997
-------------- -----------------
(Unaudited)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 47,331 $ 1,164
Short-term investments 25,043 --
Accounts receivable (net of allowance of $150 and $0 at March
31, 1998 and December 31, 1997, respectively) 11,883 3,156
Prepaid expenses 625 751
Inventory 31 --
Deferred income taxes 3,116 4,683
-------- --------
Total current assets 88,029 9,754
Notes receivable 193 49
Property and equipment (net) 5,039 2,236
Other assets 4,915 309
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Total assets $ 98,176 $ 12,348
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable $ 3,614 $ 1,889
Accrued liabilities:
Race expenses and point awards 576 9,500
Taxes 443 491
Payroll 203 315
Royalties 131 --
Other 1,269 409
Unearned revenue 18,226 2,352
Current portion of long-term debt 130 130
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Total current liabilities 24,592 15,086
Long-term debt 282 314
Deferred income taxes 102 --
Minority interest (61) (7)
Stockholders' equity (deficit)
Preferred Stock, $.01 par value; 5,000,000 shares
authorized, none issued and outstanding at March 31, 1998
and December 31, 1997
Common stock, $.01 par value; 50,000,000 shares authorized,
15,171,666 and 10,199,998 shares issued and outstanding at
March 31, 1998 and December 31, 1997, respectively 151 102
Additional paid-in capital 89,382 15,975
Accumulated deficit (16,259) (19,122)
Unrealized loss on investments (13) --
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Total stockholders' equity (deficit) 73,261 (3,045)
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Total liabilities and stockholders' equity (deficit) $ 98,176 $ 12,348
======== ========
</TABLE>
See accompanying notes to consolidated financial statements.
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CHAMPIONSHIP AUTO RACING TEAMS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997
(UNAUDITED)
(IN THOUSANDS, EXCEPT EARNINGS PER SHARE)
1998 1997
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REVENUES:
Sanction fees $ 4,992 $ 1,407
Sponsorship revenue 3,159 1,977
Television revenue 547 351
Engine leases, rebuilds and wheel sales 198 --
Other 1,134 1,628
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Total revenues 10,030 5,363
EXPENSES:
Race and franchise fund distributions 1,388 1,641
Race expenses 832 1,119
Cost of engine rebuilds and wheel sales 63 --
Administrative and indirect expenses 3,446 1,525
Depreciation and amortization 141 103
Minority interest (54) (140)
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Total expenses 5,816 4,248
OPERATING INCOME 4,214 1,115
Interest income (net) 267 36
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INCOME BEFORE INCOME TAXES 4,481 1,151
Income tax expense 1,618 188
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NET INCOME $ 2,863 $ 963
======= =======
EARNINGS PER SHARE:
BASIC $ 0.26 $ 0.09
======= =======
DILUTED $ 0.26 $ 0.09
======= =======
WEIGHTED AVERAGE SHARES OUSTANDING:
BASIC 11,189 10,200
======= =======
DILUTED 11,221 10,200
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See accompanying notes to consolidated financial statements.
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<TABLE>
CHAMPIONSHIP AUTO RACING TEAMS, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
(UNAUDITED)
(IN THOUSANDS)
<CAPTION>
Common Stock Additional Unrealized
-------------------- Paid-In Accumulated Loss on Stockholders'
Shares Amount Capital Deficit Investments Equity(Deficit)
------ ------ ---------- ----------- ----------- ---------------
<S> <C> <C> <C> <C> <C> <C>
BALANCES, DECEMBER 31, 1997 10,200 $102 $15,975 $(19,122) $ -- $(3,045)
Unrealized loss -- -- -- -- (13) (13)
Net income -- -- -- 2,863 -- 2,863
Stock redemption (67) (1) (150) -- -- (151)
Stock issuance (net of
issuance costs) 5,038 50 73,557 -- -- 73,607
------ ---- ------- -------- ---- -------
BALANCES, MARCH 31, 1998 15,171 $151 $89,382 $(16,259) $(13) $73,261
====== ==== ======= ======== ==== =======
</TABLE>
See accompanying notes to consolidated financial statements.
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<TABLE>
CHAMPIONSHIP AUTO RACING TEAMS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997
(UNAUDITED)
(IN THOUSANDS)
<CAPTION>
1998 1997
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<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 2,863 $ 963
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation and amortization 141 103
Deferred income taxes 1,669 --
Minority interest in loss of subsidiaries (54) (140)
Changes in assets and liabilities that provided (used) cash:
Accounts receivable (8,727) (5,684)
Prepaid expenses 126 (313)
Inventory (31) --
Other assets 26 (63)
Accounts payable 1,725 356
Accrued liabilities (8,093) (125)
Unearned revenue 15,874 10,842
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Net cash provided by operating activities 5,519 5,939
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions (7,000) --
Purchase of short-term investments (25,043) --
Acquisition of property and equipment (540) (386)
-------- -------
Net cash used in investing activities (32,583) (386)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term debt -- 166
Payments on long-term debt (32) (43)
Issuance of notes receivable (193) --
Issuance of common stock (net) 73,607 630
Redemption of common stock (151) --
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Net cash provided by financing activities 73,231 753
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NET INCREASE IN CASH AND CASH EQUIVALENTS 46,167 6,306
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 1,164 630
-------- -------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 47,331 $ 6,936
======== =======
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Income taxes none none
======== =======
Interest $ 11 $ 15
======== =======
</TABLE>
See accompanying notes to consolidated financial statements.
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CHAMPIONSHIP AUTO RACING TEAMS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation - The accompanying unaudited consolidated financial
statements have been prepared by management and, in the opinion of management,
contain all adjustments, consisting of normal recurring adjustments, necessary
to present fairly the financial position of Championship Auto Racing Teams, Inc.
and subsidiaries (the "Company") as of March 31, 1998 and December 31, 1997, and
the results of its operations and its cash flows for the three month periods
ended March 31, 1998 and 1997.
The unaudited consolidated financial statements should be read in conjunction
with the consolidated financial statements included in the Company's
registration statement filed on Form S-1 with the Securities and Exchange
Commission.
Because of the seasonal concentration of racing events, the results of
operations for the three-month periods ended March 31, 1998 and 1997 are not
indicative of the results to be expected for the year.
Principles of Consolidation - The 1997 consolidated financial statements include
the financial statements of CART, Inc. (a Michigan corporation) and its
wholly-owned subsidiary corporations CART Properties, Inc. and CART Licensed
Products, Inc. In addition, the 1997 consolidated financial statements include
the financial statements of CART Licensed Products, L.P., a 55% owned
subsidiary. As of March 13, 1998, the consolidated unaudited financial
statements also include the financial statements of American Racing Series, Inc.
("ARS"), wholly-owned subsidiary (see Note 2). All significant intercompany
balances have been eliminated in consolidation.
Revenue Recognition - As of January 1, 1998, the Company changed its method of
accounting for revenue recognition for certain other revenue. Previously, other
revenue was recognized when received, with the majority being received in the
first quarter of the year with the commencement of the race season. Under the
new method, the Company will recognize these revenues pro-rata over the race
season. The Company believes the new method is preferable as it provides a
better matching of revenues and expenses.
Earnings Per Share - Basic earnings per share ("EPS") excludes dilution and is
computed by dividing earnings available to common stockholders by the
weighted-average number of common shares outstanding for the period. Diluted EPS
assumes the issuance of common stock for all potentially dilutive equivalent
shares outstanding.
Short-term Investments - The Company's short-term investments are categorized as
available-for-sale, as defined by Statement of Financial Accounting Standards
No. 115, "Accounting for Certain Investments in Debt and Equity Securities"
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CHAMPIONSHIP AUTO RACING TEAMS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
("SFAS No. 115"). Unrealized holding gains and losses are reflected as a net
amount in a separate component of stockholders' equity until realized. For the
purpose of computing realized gains and losses, cost is identified on a specific
identification basis.
Other Assets - Other assets consist mainly of goodwill, representing the excess
of the purchase price of ARS and B.P. Automotive, Ltd. ("BP") (see Note 2) over
the net tangible and identifiable intangible assets of these acquisitions.
Goodwill is stated at cost and is amortized on a straight-line basis over 40
years.
Accounting Pronouncements - The Company adopted Statement of Financial
Accounting Standards No. 130, "Reporting Comprehensive Income," beginning
January 1, 1998. The effect of this pronouncement is not material to the
Company's financial statements.
Reclassifications - Certain reclassifications have been made to the 1997
consolidated financial statements in order for them to conform to the 1998
presentation.
2. INITIAL PUBLIC OFFERING AND RELATED ACQUISITIONS
Initial Public Offering - In March 1998, the Company completed its initial
public offering ("IPO") of 5,038,000 shares of common stock (including 705,000
shares issued upon exercise of the underwriters' over allotment option). The
initial offering price was $16 per share with net proceeds to the Company of
$74.9 million. A portion of the net proceeds from the IPO were used to acquire
ARS and BP for $10 million (see Acquisition of ARS and BP), and to pay accrued
point awards to franchise race teams aggregating $9.5 million. The remaining net
proceeds will be used for working capital and general corporate purposes,
including the expansion of the Company's business through the acquisition or
development of race related businesses and properties.
Acquisition of ARS and BP - On March 13, 1998, the Company acquired 100% of the
outstanding common stock of ARS and certain assets of BP (entities related
through certain common ownership). ARS operates the PPG-Dayton Indy Lights
Championship ("Indy Lights"), a support series to CART. BP supplies certain
equipment to Indy Lights competitors and earns commission income on the sale of
chassis and spare parts to the teams. At closing of the acquisition, the Company
paid $7 million in cash and issued options to purchase 100,000 shares of the
Company's common stock at an exercise price of $16.00 per share which vests one
year from closing if certain performance criteria are met for 1998. In addition,
the Company will pay an additional purchase price of up to $3 million upon
satisfaction by ARS of certain performance criteria during 1998-2000. The excess
of the initial purchase price of $7 million over the net book value of the net
assets acquired have been allocated to the tangible and intangible assets based
on the Company's estimate of the fair market value of the net assets acquired.
The operating results of ARS and BP have been included in the Company's
financial statements since the date of acquisition.
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CHAMPIONSHIP AUTO RACING TEAMS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Pro forma Results - The following unaudited pro forma summary for the three
months ended March 31, 1998 and 1997 assume the acquisition of ARS and BP
occurred as of January 1, 1997.
1998 1997
(In Thousands, Except Earnings Per Share)
- --------------------------------------------------------------------------------
Revenues $11,268 $ 5,196
Net Income 3,199 895
Earnings per share:
Basic $ .28 $ .08
======= =======
Diluted $ .27 $ .08
======= =======
Weighted Average Shares Outstanding:
Basic 11,627 10,638
======= =======
Diluted 11,659 10,638
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- --------------------------------------------------------------------------------
Pro forma adjustments for the periods presented have also been made to reduce
certain benefits paid to franchise members, including the reimbursement of
travel expenses, director's fees and other race related payments in connection
with the Company's reorganization, effective January 1. 1998. Additional cost
savings that the Company expects to realize through the integration of the ARS
and BP acquisition have not been included.
3. STOCK OPTION PLAN
In December 1997, the Board of Directors of the Company (the "Board")
authorized, and the stockholders of the Company approved, a stock incentive plan
for executive and key management employees of the Company and its subsidiaries,
including a limited number of outside consultants and advisors, effective as of
the completion of the IPO (the "Stock Option Plan"). Under the Stock Option
Plan, key employees, outside consultants and advisors (the "Participants") of
the Company and its subsidiaries (as defined in the Stock Option Plan) may
receive awards of stock options (both Nonqualified Options and Incentive
Options, as defined in the Stock Option Plan). A maximum of 2,000,000 shares of
common stock will be subject to the Stock Option Plan. Options granted will vest
pro-rata over a three-year period. No stock option may be exercisable after ten
years from the date of the grant, subject to certain conditions and limitations.
The purpose of the Stock Option Plan is to provide the Participants (including
officers and directors who are also key employees) of the Company and its
subsidiaries with an increased incentive to make significant contributions to
the long-term performance and growth of the Company and its subsidiaries.
Concurrent with the IPO, an aggregate 1,088,100 options to acquire common stock
were granted under the Stock Option Plan at the initial offering price of $16.00
per share.
In addition, in December of 1997, the Board and the stockholders of the Company
approved a Director Option Plan permitting the granting of non-qualified stock
options ("Director NQSOs") for up to 100,000 shares of common stock to directors
of the Company who are neither employees of the Company nor
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CHAMPIONSHIP AUTO RACING TEAMS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
affiliates of a race team which participates in CART race events (an
"Independent Director"). Each person who is first elected or appointed to serve
as an Independent Director of the Company is automatically granted an option to
purchase 10,000 shares of Company common stock. In addition, each individual who
is re-elected as an Independent Director is automatically granted an option to
purchase 5,000 shares of Company common stock each year on the date of the
annual meeting of stockholders. Each of the options automatically granted upon
election, appointment or re-election as an Independent Director are exercisable
at a price at least equal to the fair market value of the common stock on the
date of grant. In addition, each Independent Director may elect to receive stock
options in lieu of any director's fees payable to such individuals.
All Director NQSOs are immediately exercisable upon grant. The exercise price
for all options may be paid in cash, shares of common stock or other property.
If an Independent Director dies or becomes ineligible to participate in the
Director Option Plan due to disability, his Director NQSOs expire on the first
anniversary of such event. If an Independent Director retires with the consent
of the Company, his Director NQSOs expire 90 days after his retirement. In no
event may a Director NQSO be exercised more than ten years from the date of
grant. As of March 31, 1998, there were no Director NQSOs issued or outstanding.
4. PROPERTY AND EQUIPMENT
Property and equipment consists of the following at March 31, 1998 and December
31, 1997.
MARCH 31, 1998 DECEMBER 31, 1997
(In Thousands)
----------------------------
Engines $ 2,296 $ --
Machinery and office equipment 2,399 1,899
Vehicles 1,741 1,616
Tooling 13 --
Leasehold improvements 1 1
Construction in progress 64 65
Pop-off valves 163 162
----------------------------
Total 6,677 3,743
Less accumulated depreciation (1,638) (1,507)
----------------------------
Property and equipment (net) $ 5,039 $ 2,236
============================
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CHAMPIONSHIP AUTO RACING TEAMS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
5. SHORT-TERM INVESTMENTS
The following is a summary of the estimated fair value of available for sale
short-term investments by balance sheet classification:
MARCH 31, 1998 GROSS UNREALIZED
----------------
(IN THOUSANDS) COST FAIR VALUE GAIN LOSS
- ------------------------------------------------------------------------------
Cash and cash equivalents
Repurchase agreements $13,639 $13,639 $-- $ --
Corporate short-term bonds 20,828 20,855 27 --
------- ------- --- ----
Total cash and cash equivalents 34,467 34,494 27 --
U.S. Treasury securities 2,498 2,496 -- (2)
U.S. agencies securities 16,014 15,985 -- (29)
Corporate bonds 6,571 6,562 -- (9)
------- ------- --- ----
Total securities $59,550 $59,537 $27 $(40)
======= ======= === ====
Contractual maturities range from less than one year to two years. The weighted
average maturity of the portfolio does not exceed one year.
6. COMMON STOCK
In March 1998, at the request of a race team owner, the Company rescinded the
sale of an aggregate of 66,666 shares of common stock it issued in December 1997
at a total price of $151,000.
7. SUBSEQUENT EVENTS
On April 10, 1998, the Company acquired all of the outstanding stock of
Pro-Motion Agency, Inc., which owns the KOOL/Toyota Atlantic Championship
open-wheel race series for $533,700.
In April 1998, the Company entered into a five year agreement with the Ganassi
Group, L.L.C. (an entity related through common ownership) to sanction a race in
the Chicago area. The agreement calls for sanction fees payable to CART in the
amount of $1.75 million for 1999 and escalating thereafter. The race will be
held at the Chicago Motor Speedway on a one-mile oval track. The date of the
race has yet to be determined.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
OVERVIEW
The following discussion and analysis of the financial condition and
results of operations should be read in conjunction with the consolidated
financial statements of the Company, including the respective notes thereto
which are included in this Form 10-Q.
THE REORGANIZATION
The Company was formed in December 1997 to serve as a holding company
for CART, Inc. and its subsidiaries. CART, Inc. previously issued 25.5 shares of
its common stock to racing teams who met certain participation requirements.
Each outstanding share of common stock of CART, Inc. was acquired by the Company
in exchange for 400,000 shares of common stock (the "Reorganization"). The
Reorganization was completed in anticipation of, and to facilitate, the IPO. As
part of the Reorganization and pursuant to a three-year agreement among each of
the Company's current stockholders, effective January 1, 1998, the payment of
certain items to franchise members including reimbursement of travel expenses on
a per race basis, directors fees and other race-related payments were
discontinued.
RESULTS OF OPERATIONS
Quarter Ended March 31, 1998 Compared to Quarter Ended March 31, 1997
Revenues. Total revenues for the quarter ended March 31, 1998 were
$10.0 million, an increase of $4.7 million, or 87% from the same period in the
prior year. This increase was due to higher sanction fees, sponsorship,
television, and other revenue as described below.
Sanction fees for the quarter ended March 31, 1998 were $5.0 million,
an increase of $3.6 million, or 255%, from the same period in the prior year.
This increase was the result of two events taking place in the first quarter of
1998 compared to only one event in the same period in the prior year.
Sponsorship revenue for the quarter ended March 31, 1998 was $3.2
million, an increase of $1.2 million, or 60%, from the same period in the prior
year. This increase was primarily attributable to a new sponsorship agreement
entered into with Federal Express, an agreement with ISL Worldwide that
guarantees certain sponsorship income and the additional sponsorship revenues
attributable to the acquisition of ARS in March 1998.
Television revenue for the quarter ended March 31, 1998 was $547,000,
an increase of $196,000, or 56%, from the same period in the prior year. The
increase in television revenue was due to an increase of the minimum guarantee
in the ESPN contract and due to two races being held in the first quarter of
1998 compared to one race in the same period in the prior year.
Engine leases, rebuilds and wheel sales revenue for the quarter ended
March 31, 1998 was $198,000. There is no corresponding revenue in the prior
period as this revenue was earned by ARS, which was acquired in March 1998.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Other revenue for the quarter ended March 31, 1998 was $1.1 million, a
decrease of $494,000, or 30%, from the same period in the prior year. This
decrease was primarily attributable to a change in accounting method for
membership and credential revenue. In 1997, membership and credential revenue
was recognized when the income was received. During 1998, the income will be
accrued over the race season to reflect this income as it is earned and to
record these revenues at the time of recording corresponding expenses. This
decrease was partially offset by net royalty revenues related to the Company's
expanded licensed products venture.
Expenses. Total expenses for the quarter ended March 31, 1998 were $5.8
million, an increase of $1.6 million, or 37%, from the same period in the prior
year. This increase was due to higher administrative and indirect expenses,
partially offset by a decrease in race distributions as described below.
Race distributions for the quarter ended March 31, 1998 were $1.4
million, a decrease of $253,000, or 15%, from the same period in the prior year.
This decrease is partially due to the Reorganization that was effective January
1, 1998. In 1997, certain payments were made to franchise members that have been
discontinued for the 1998 season. The decrease was partially offset due to two
races being held in the first quarter of 1998 compared with one race held in the
same period in the prior year.
Race expenses for the quarter ended March 31, 1998 were $832,000, a
decrease of $287,000, or 26%, from the same period in the prior year. This
decrease is partially due to the Reorganization that was effective on January 1,
1998. In 1997, certain payments were made to franchise members that have been
discontinued for the 1998 season. The decrease was partially offset due to two
races being held in the first quarter of 1998 compared with one race held in the
same period in the prior year.
Cost of engine rebuilds and wheel sales for the quarter ended March 31,
1998 were $63,000. There is no corresponding expense in the prior period as this
revenue source is from ARS and BP, which were acquired in March 1998.
Administrative and indirect expenses for the quarter ended March 31,
1998 were $3.4 million, an increase of $1.9 million, or 126%, from the same
period in the prior year. This was primarily attributable to an increase in
marketing and advertising, sales costs related to sponsor sales, development of
a creative services department in 1998 and increased administrative expenses
related to the Company's expanded licensed products venture.
Operating income for the quarter ended March 31, 1998 was $4.2 million,
an increase in income of $3.1 million from the corresponding period in the prior
year due to the factors described above.
Interest income (net) for the quarter ended March 31, 1998 was
$267,000, compared to interest income (net) of $36,000 for the corresponding
period in the prior year. The increase of $231,000 or 642% is primarily
attributable to interest earned on the invested proceeds from the initial public
offering that occurred in March 1998.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Income tax expense for the quarter ended March 31, 1998 was $1.6
million, compared to income tax expense of $188,000 for the corresponding period
in the prior year.
Net income for the quarter ended March 31, 1998 was $2.9 million, an
increase in net income of $1.9 million, or 197%, from the corresponding period
in the prior year as a result of the factors described above.
SEASONALITY AND QUARTERLY RESULTS
The Company derives a substantial portion of its total revenues during
the CART Championship season. As a result, the Company's business has been, and
is expected to remain, seasonal, based upon the CART Championship schedule. The
Company's quarterly results vary relative to the number of races held during the
quarter. In addition, the mix between the type of race (street course,
superspeedway, etc.) and the sanction fees attributed to those races will affect
quarterly results.
The revenues from any race in the CART Championship can significantly
affect the Company's results of operations for a particular quarter.
Consequently, changes in race schedules from year to year, with races held in
different quarters, will result in fluctuations in quarterly results and affect
comparability.
LIQUIDITY AND CAPITAL RESOURCES
The Company has relied on cash flow from operations, supplemented by
bank borrowings, to finance working capital, investments and capital
expenditures.
The Company's bank borrowing with a commercial bank consists of a fixed
rate installment note incurred in connection with the acquisition of a mobile
medical unit that is transported to each North American race. The note bears
interest at a rate of 8.25% per annum and matures on May 1, 2001. The note is
secured by the Company's mobile medical unit. Interest is payable monthly. As of
March 31, 1998, the current portion of this note was $130,000 and the long-term
portion was $282,000.
The Company also has a $1.5 million revolving line of credit with a
commercial bank. As of March 31, 1998, there was no outstanding balance under
the line of credit. The line of credit contains no covenants or restrictions.
Advances on the line of credit are payable on demand and bear interest at the
bank's prime rate. The line is secured by the Company's deposits with the bank.
In March 1998, the Company sold 5,038,000 shares of its common stock in
conjunction with its IPO. The initial offering price was $16.00 per share with
net proceeds to the Company of $73.6 million.
The Company's cash balance on March 31, 1998 was $47.3 million, a net
increase of $46.2 million from December 31, 1997. This increase was primarily
the result of net cash provided by
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
operations of $5.5 million and net financing activities of $73.2 million, which
was offset by net cash used in investing activities of $32.6 million.
The Company anticipates capital expenditures of approximately $1.7
million during the next 12 months, including capital expenditures expected by
Indy Lights. The Company believes that the proceeds of the IPO, cash flow from
operations and available borrowings under its bank facilities will be sufficient
to fund these anticipated capital expenditures and other cash needs.
YEAR 2000 COMPLIANCE
The Company does not expect the cost of converting its computer systems
to year 2000 compliance will be material to its financial condition. The Company
believes that it will be able to achieve year 2000 compliance by the end of
1999, and does not currently anticipate any disruption in its operations as the
result of any failure by the Company to be in compliance. The Company does not
currently have any information concerning the year 2000 compliance status of its
suppliers and customers.
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
Except for the historical information contained herein, certain matters
discussed in this Form 10-Q are forward-looking statements which involve risks
and uncertainties that could cause actual results to differ materially from
those predicted in the forward-looking statements.
15
<PAGE> 16
CHAMPIONSHIP AUTO RACING TEAMS, INC.
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
The following exhibits are filed herewith.
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT
-------------- ----------------------
<S> <C>
3.1 Certificate of Incorporation of the Company filed December 8,
1997 (incorporated by reference to Exhibit 3.1)*
3.2 Bylaws of the Company (incorporated by reference to Exhibit
3.2)*
10.1 1997 Stock Option Plan (incorporated by reference to Exhibit
10.1)*
10.2 Director Stock Option Plan (incorporated by reference to Exhibit
10.2)*
10.3 Employment Agreement with Andrew Craig dated December 22, 1997
(incorporated by reference to Exhibit 10.3)*
10.4 Employment Agreement with Randy K. Dzierzawski dated December
22, 1997 (incorporated by reference to Exhibit 10.4)*
10.5 Form of Promoter Agreement*
10.6 Promoter Agreement with Wisconsin State Park Speedway related to
West Allis, Wisconsin dated June 5, 1996*
10.7 Promoter Agreement with Texaco Houston Grande Prix L.L.C.
related to Houston, Texas dated July 28, 1997*
10.9 Loan Agreement with Comerica Bank dated April 30, 1997*
10.10 Loan Agreement with Comerica Bank dated May 1, 1996*
10.11 Form of Sponsorship Agreement*
10.12 Employment Agreement with Carl Cohen (incorporated by reference
to Exhibit 10.12)*
10.13 Employment Agreement with Robert E. Hollander dated June 21,
1997 (incorporated by reference to Exhibit 10.13)*
10.14 ESPN, Inc. Agreement (Portions have been omitted pursuant to a
request for confidential treatment. Such confidential portions
have been filed separately with the Securities and Exchange
Commission.)*
10.15 Promoter Agreement with Ganassi Group, L.L.C. related to
Chicago, Illinois dated April 7, 1998.
27.1 Financial Data Schedule
</TABLE>
(b) Reports on Form 8-K.
The Company was not required to file a Form 8-K during the
three months ended March 31, 1998.
* Incorporated by reference to exhibit filed as part of the Company's
Registration Statement on Form S-1 (Registration No. 333-43141)
16
<PAGE> 17
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CHAMPIONSHIP AUTO RACING TEAMS, INC.
Date: 5/8/98 By: /s/ Randy K. Dzierzawski
----------- ---------------------------
Randy K. Dzierzawski
Chief Financial Officer
<PAGE> 1
CART, INC.
OFFICIAL ORGANIZER/PROMOTER AGREEMENT
CHICAGO, ILLINOIS
DRAFT as of: May 11, 1998
<PAGE> 2
CART, INC.
OFFICIAL ORGANIZER/PROMOTER AGREEMENT
The undersigned hereby applies for the right to conduct a FedEx Championship
Series (herein sometimes referred to as "the Series") race Competition
sanctioned or co-sanctioned by CART, Inc. ("CART"), upon the following terms and
conditions. It is understood that this is an application only until accepted and
approved by CART in writing and that this Competition shall not be advertised or
communicated to the public, press or any other media or business arrangement as
having been approved by CART until this application has been so approved and
until an official sanction has been granted by CART.
Track: Chicago Motor Speedway
Location: Cicero, Illinois
Organizer/Promoter: Ganassi Group, L.L.C.
Address: c/o Brendan McManus, 35th floor
One Oxford Centre
Pittsburgh, PA 15219
Telephone: (412) 391-3660
Facsimile: (412) 391-4013
Race Distance: 200 miles
Track Length and Type: One Mile oval
Postponed Date: next clear day or as mutually agreed
DEFINITIONS:
A. The term "Competition" as used herein shall include the annual
Championship Car race(s) designated hereinabove, as well as all
time trials, practice runs and rain or postponed dates related
thereto.
B. The term "Event" as used herein shall include the Competition(s)
as well as any other race(s), race-related activities or any
other activities associated with the Competition(s), as approved
by CART hereunder.
C. The terms "Dollars" and "$" refer to the lawful currency of the
United States of America.
D. References in this Agreement to "FedEx" shall be to Federal
Express Corporation, and/or (where applicable) any successor or
additional Series title or co-title sponsor.
E. References in this Agreement to "PPG" shall be to PPG Industries,
Inc., and/or (where applicable) any successor Series title or
co-title sponsor.
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<PAGE> 3
1. A. Subject to compliance with all the terms and conditions set
forth in this Agreement, Organizer/Promoter shall
organize,promote and conduct a FedEx Championship Series
race Competition in the following year(s): 1999, 2000, 2001,
2002 and 2003. Notwithstanding anything herein to the
contrary, CART shall have the option, exercisable by written
notice given to Organizer/Promoter within thirty (30) days
after the 1999 Event to terminate this Agreement without
further liability after the conclusion of the 2000 Event,
based on objectively defined quantifiable dissatisfaction
with the facility.
B. The date for the 1999 race will be a fall date, to be
mutually agreed. CART and Organizer/Promoter will mutually
agree as to the dates for the subsequent races.
C. Organizer/Promoter agrees not to organize, promote, conduct,
authorize or permit the staging of any other major motor
racing event(s) at the track designated hereinabove, without
the written approval of CART, within the following period of
time either preceding or following any Competition
hereunder: two (2) weeks.
D. In addition to the annual FedEx Championship Series
Competition to be conducted by Organizer/Promoter, the other
races to be held during each Event shall include up to three
(3) support races to be provided by CART, subject to a
further mutual agreement as to the commercial terms for such
additional races.
2. The total Organization and Rights Fee payable for the 1999
Competition shall be One Million Seven Hundred Fifty Thousand
($1,750,000.00) Dollars and shall be paid to CART as follows:
A. Fifteen (15%) percent, or Two Hundred Sixty Two Thousand
Five Hundred ($262,500.00) Dollars by January 1, 1999.
B. Thirty-five (35%) percent, or Six Hundred Twelve Thousand
Five Hundred ($612,500.00) Dollars by May 1, 1999.
C. The balance due of Eight Hundred Seventy Five Thousand
($875,000.00) Dollars not later than thirty (30) days prior
to the date of the race.
3. The total Organization and Rights Fee payable for the 2000
Competition shall be One Million Eight Hundred Thirty Seven
Thousand Five Hundred ($1,837,500.00) Dollars and shall be paid
to CART as follows:
A. Fifteen (15%) percent, or Two Hundred Seventy Five Thousand
Six Hundred Twenty Five ($275,625.00) Dollars by January 1,
2000.
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<PAGE> 4
B. Thirty-five (35%) percent, or Six Hundred Forty Three
Thousand One Hundred Twenty Five ($643,125.00) Dollars by
May 1, 2000.
C. The balance due of Nine Hundred Eighteen Thousand Seven
Hundred Fifty ($918,750.00) Dollars not later than thirty
(30) days prior to the date of the race.
4. The total Organization and Rights Fee payable for the 2001
Competition shall be One Million Nine Hundred Twenty Nine
Thousand Three Hundred Seventy Five ($1,929,375.00) Dollars and
shall be paid to CART as follows:
A. Fifteen (15%) percent, or Two Hundred Eighty Nine Thousand
Four Hundred Six ($289,406.00) Dollars by January 1, 2001.
B. Thirty-five (35%) percent, or Six Hundred Seventy Five
Thousand Two Hundred Eighty One ($675,281.00) Dollars by May
1, 2001.
C. The balance due of Nine Hundred Sixty Four Thousand Six
Hundred Eighty Eight ($964,688.00) Dollars not later than
thirty (30) days prior to the date of the race.
5. The total Organization and Rights Fee payable for the 2002
Competition shall be Two Million Twenty Five Thousand Eight
Hundred Forty Four ($2,025,844.00) Dollars and shall be paid to
CART as follows:
A. Fifteen (15%) percent, or Three Hundred Three Thousand Eight
Hundred Seventy Seven ($303,877.00) Dollars by January 1,
2002.
B. Thirty-five (35%) percent, or Seven Hundred Forty Four
Thousand Four Hundred Ninety Eight ($744,498.00) Dollars by
May 1, 2002.
C. The balance due of One Million Sixty Three Thousand Five
Hundred Sixty Eight ($1,063,568.00) Dollars not later than
thirty (30) days prior to the date of the race.
6. The total Organization and Rights Fee payable for the 2003
Competition shall be Two Million One Hundred Twenty Seven
Thousand One Hundred Thirty Six ($2,127,136.00) Dollars and shall
be paid to CART as follows:
A. Fifteen (15%) percent, or Three Hundred Nineteen Thousand
Seventy ($319,070.00) Dollars by January 1, 2003.
B. Thirty-five (35%) percent, or Seven Hundred Forty Four
Thousand Four Hundred Ninety Eight ($744,498.00) Dollars by
May 1, 2003.
- 3 -
<PAGE> 5
C. The balance due of One Million Sixty Three Thousand Five
Hundred Sixty Eight ($1,063,568.00) Dollars not later than
thirty (30) days prior to the date of the race.
7. Organizer/Promoter expressly understands and agrees that said
Organization and Rights Fees are intended to be net and are
non-refundable except as expressly provided in this Agreement. If
said Organization and Rights Fees are not paid to CART in the
manner and by the time provided above, CART shall have the option
to declare this Agreement terminated, in which circumstance CART
will be relieved from any further liability or responsibility
hereunder, and in addition, Organizer/Promoter shall forthwith
pay to CART and CART shall be entitled to enforce collection of
the amount required under this Agreement for the current year and
the next following year as liquidated damages and not as a
penalty, together with all costs incurred by CART in connection
therewith, including reasonable attorney fees, and interest at
the rate of twelve (12%) percent per annum.
8. Organizer/Promoter shall not be responsible for any purse
distribution whatsoever in respect to a Competition. CART must
approve any and all awards given in conjunction with a
Competition and/or for the FedEx Championship Series and CART
agrees that such approval shall not be unreasonably withheld.
Organizer/Promoter agrees to provide driver and owner trophies in
recognition and representative of the achievements of at least
the first three (3) finishing positions in each Competition.
9. A. CART shall be responsible for providing not less than
eighteen (18) entrants for each Competition, and CART shall
notify Organizer/Promoter of the number of entrants at least
thirty (30) days prior to each Competition. If CART is
unable to provide eighteen (18) entrants for any
Competition, Organizer/Promoter shall have the right to
cancel such Competition, providing that Organizer/Promoter
first informs CART in writing of such intent, and provided
further that eighteen (18) entries have not been received
within seven (7) days after receipt by CART of such notice.
If Organizer/Promoter under these circumstances exercises
this cancellation right, it will be entitled to the return
of the portion of the Organization and Rights Fee
theretofore paid for such Competition.
B. Either party hereto shall have the right to cancel a
Competition due to a "force majeure". "Force majeure" shall
mean any event or circumstances (whether arising from
natural causes, human or governmental agency or otherwise)
beyond the control of the parties including by way of
illustration, but not by way of limitation, strikes,
lock-outs or other labor disputes, civil strife, war, flood,
fire, or acts of God. If there is an unexpected cancellation
due to a "force majeure", Organizer/Promoter will be
entitled to the return of the portion of the Organization
and Rights Fee theretofore paid, except that
Organizer/Promoter agrees that CART may retain a sum
equivalent to the necessary expenses reasonably incurred by
CART in
- 4 -
<PAGE> 6
preparing for such Competition, which expenses shall be
mutually agreed by the parties provided, however, that if
the parties are unable to agree informally as to the amount
of such expenses, such dispute shall be submitted to binding
arbitration and the result of such arbitration shall be
enforceable by any court having jurisdiction.
C. If Organizer/Promoter cancels or fails to stage a
Competition for any reason other than those mentioned within
this paragraph 9, Organizer/Promoter shall forthwith pay to
CART and CART shall be entitled to enforce collection of the
total amount required under this Agreement as liquidated
damages and not as a penalty, together with all costs
incurred by CART in connection therewith, including
reasonable attorney fees, and interest at the rate of twelve
(12%) percent per annum.
10. Except as expressly provided herein, Organizer/Promoter owns and
shall have exclusive control over all commercial rights to each
Event including by way of illustration, but not by way of
limitation, the right to sell and receive all the proceeds from
Event sponsorships, signage, admission tickets, programs,
novelties, concessions (including food and beverage), catering
(including food and beverage), hospitality facilities, hotel
rooms, expositions, displays, parking spaces, banquets and
licenses to parades.
11. Organizer/Promoter shall assume and perform all organizational
and promotional activities for each Event except as otherwise
provided herein, including but not limited to business
organization, promotional activity, management, marketing,
general affairs, selling tickets, track maintenance and
accommodations of the press, and further understands and agrees
that CART disclaims any warranty expressed or implied, as to the
potential success of any Event organized hereunder.
12. Organizer/Promoter shall organize and promote the races hereunder
as major motor racing events. Organizer/Promoter shall have the
right to on-site track entitlement, and revenues therefrom.
On-site entitlement is to designate the title/name of the race at
the venue, subject to CART approval which shall not be
unreasonably withheld. All media releases, public announcements
and public disclosures by either party or its employees or agents
relating to this Agreement, including but not limited to
promotional or marketing material, but not including any
announcement intended solely for internal distribution at either
party or any disclosure required by legal, accounting or
regulatory requirements beyond the reasonable control of the
disclosing party, shall be coordinated with and approved by the
other in writing prior to the release thereof.
13. A. CART hereby grants Organizer/Promoter the non-exclusive
right to use the names and logos of CART and the FedEx
Championship Series in its promotion of each Event during
the term hereof, in accordance with all provisions contained
in this Agreement. Any logo, design, mark or representation
made, formulated, or
- 5 -
<PAGE> 7
developed in conjunction with such Event shall be subject to
the prior written approval of CART. Any such logo, design,
mark, or representation not disapproved within ten (10) days
of submission to CART shall be deemed approved.
B. Organizer/Promoter shall display in all advertising and
publicity material including but not limited to news
releases, posters, banners, program covers, brochures,
tickets, passes, credentials and print and television
advertising relating to each Event the phrase: "FedEx
Championship Series" and the Series logo (as approved and
supplied by CART). CART reserves the right to change such
phrase and logo up to one hundred eighty (180) days prior to
the Event.
C. Organizer/Promoter shall include in its display of the
Series name and logo the symbol (R) to indicate that they
are registered marks. A sheet of camera ready art depicting
these logos shall be provided by CART. Further, in promoting
and advertising each Event, Organizer/Promoter shall promote
the Competition as a part of the FedEx Championship Series
or as otherwise designated by CART. Organizer/Promoter shall
provide such verification of compliance with the provisions
contained in this paragraph 13 as CART may reasonably
request.
D. Organizer/Promoter shall not use the names, logos or
trademarks of CART or any Series sponsor for any purpose
other than as herein defined.
E. Upon the expiration or termination of this Agreement for any
reason, Organizer/Promoter shall cease and desist any and
all use of the names, logos or trademarks of CART or any
Series sponsor or any colorable imitation, variation or
adaptation thereof.
F. CART and Organizer/Promoter shall promptly take such action
as may be necessary to protect the names, logos and
trademarks of CART, the Series, and the Series sponsors used
in connection with the Event against any infringement or
threatened infringement or any common law "passing off".
14. Organizer/Promoter agrees that each Competition shall be
organized, approved by CART and conducted in accordance with all
applicable statutes, ordinances, regulations or other
requirements of any government authority, the FIA (CART shall
determine in its sole discretion the applicability of FIA
requirements), and the CART Rule Book as amended from time to
time and as the same may be modified or supplemented by any other
rules, regulations, bulletins or releases that may be applicable
to such Competition. CART reserves the right to terminate this
Agreement at any time without further liability for failure of
Organizer/Promoter to abide by any material aspect of said
requirements, regulations, rules, or the terms and conditions of
this Agreement, by so notifying Organizer/Promoter in writing and
providing a ten (10) day right to cure (or such shorter period as
may be reasonably deemed appropriate by CART under the
circumstances). Organizer/Promoter acknowledges receipt of a copy
of the CART Rule Book.
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<PAGE> 8
15. Organizer/Promoter represents and warrants that it has or will
have sole control of the track and of the premises upon which the
track is located, including all facilities thereon, and that
Organizer/Promoter has full authority to conduct each Event
thereon as provided for herein for the defined scheduled term of
each Event.
16. A. Organizer/Promoter shall provide at its expense during each
Event the track, race course, and facilities in good repair
and ready for use, and Organizer/Promoter shall permit CART
or its insurance broker or other designated representative,
and the FIA (CART shall determine in its sole discretion the
applicability of FIA requirements) to inspect the track,
race course and/or facilities before, during and after each
Event. Except as provided in paragraph 16C, all repairs
deemed necessary in order for the track to meet CART's
safety requirements must be made at Organizer/Promoter's
expense and the failure to make the necessary repairs may
result in the postponement or cancellation of such Event, in
CART's sole discretion. The track site, design and condition
shall be subject to review and approval by CART.
Organizer/Promoter shall consult with CART on the layout and
design of the track, including but not limited to the pit
area, safety barriers, and other facilities for the
Competition.
B. Annually, five (5) months prior to each Event subsequent to
1999, Organizer/Promoter shall submit an engineering
drawing(s) of proposed changes to the race circuit and other
facilities for CART's approval. CART will have thirty (30)
days to acknowledge approval or request changes. CART shall
have the right to inspect the circuit for the purpose of
verifying that the circuit is being constructed in
accordance with the drawings as submitted and approved.
Within sixty (60) days after the 1999 Event, CART and
Organizer/Promoter shall mutually agree on the specific
track and facility improvements to be implemented for the
2000 Event, and a written summary thereof shall be prepared
and appended hereto. Thereafter, a similar process shall
occur within sixty (60) days following each Event, in
respect to improvements to be implemented for the following
year's Event.
C. Any changes to the safety system requested by CART will be
identified and communicated by CART to Organizer/Promoter
within one hundred twenty (120) days after the conclusion of
the 1999 Event and each subsequent Event hereunder. Absent
unforeseeable supervening circumstances, the parties agree
that the cost of such changes to be implemented for any
Event hereunder shall not exceed ten percent (10%) of the
Organization and Rights Fee for such Event. The foregoing
cost limitation shall be construed to exclude
Organizer/Promoter's capital improvements/investments (i.e.,
fencing, barriers, gravel traps, etc.), as well as changes
to the safety system requested by any third party (i.e., not
mandated by CART).
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<PAGE> 9
D. Organizer/Promoter shall be responsible for compliance with
all environmental issues associated with this Event.
17. A. Organizer/Promoter shall provide at its expense such
facilities as CART deems adequate for the use of CART
personnel and those directly associated with the Event,
including but not limited to race control facilities,
facilities for participant registration, television,
scoring, race car inspection, compiling and distributing
media information, a media work area, and facilities and
services as may be reasonably required by those who supply
products and/or services for the Event. Further details of
these and other operational and facility requirements of
Organizer/Promoter are agreed to as outlined in SCHEDULE A
attached hereto and made a part hereof.
B. Organizer/Promoter at its expense shall provide, install and
maintain the equipment necessary to operate CART's Timing
and Scoring system, in accordance with the specifications
supplied by CART. Organizer/Promoter will provide CART's
timing and scoring provider free of charge at the
start/finish line, on the Timing and Scoring structure and
at least one other prominent location, space to affix and
display the logo and/or officially designated status of
CART's timing and scoring provider. Organizer/Promoter shall
not sell or secure any timekeeping sponsorship which would
be in effect during any CART Event.
18. Organizer/Promoter shall at its expense furnish all facilities,
personnel, equipment, and services for accommodating and
controlling the public during each Event, for whose safety and
comfort Organizer/Promoter is solely responsible and liable.
19. Organizer/Promoter shall provide at its expense all necessary
personnel as required by CART for the conduct of each Competition
hereunder(other than the CART staff and officials), and
Organizer/Promoter shall assume all the responsibilities
pertaining to workers, volunteers and subcontractors necessary to
properly staff the facility for the purposes of the Competition
and the public for each Event weekend.
20. Organizer/Promoter at its expense shall obtain and maintain
insurance for each Event and all scheduled activities with an
insurance company approved by CART. Such insurance must conform
to the minimum coverages, specifications, limits, etc., as set
forth in SCHEDULE B attached hereto and made a part hereof. If
Organizer/Promoter fails to maintain such policies with the
required minimum coverage throughout the Event, CART may cancel
such Event immediately with prior notice to Organizer/Promoter,
or CART may, in its discretion, obtain the required insurance
from an approved insurance company, with acceptable terms, at
Organizer/ Promoter's expense.
- 8 -
<PAGE> 10
21. Only those individuals approved by CART or Organizer/Promoter,
including but not limited to drivers and pit crew and necessary
fire, wrecker, ambulance and security crews, shall have access to
or be allowed in the paddock, garage and pit areas, the racing
surface, and other areas to which admission by the general public
is normally prohibited during the Event, and Organizer/Promoter
shall be solely responsible and provide sufficient security
personnel in such areas to enforce this provision at all times
during each Event. Such access must be in compliance with the
CART Rule Book and may not interfere with or adversely affect the
Competition.
22. Organizer/Promoter shall honor CART's Unified Credential System
and shall comply with the facility access provisions implemented
by CART, as set forth in SCHEDULE C attached hereto and made a
part hereof, and as the same may be amended by future discussions
and concurrence between CART and its race promoters through the
promoter group.
23. CART shall have the exclusive right to contract out or to take or
cause to be taken by others, make, broadcast, rebroadcast, use,
reproduce, transmit, copyright, sell, license or otherwise
dispose of for any purpose whatsoever, television pictures, sound
film and tape, motion pictures, still photographs,electronic
images and sound of each Event, including the non-exclusive right
to market for commercial purposes the name, identity, likeness
and logo(s) of the track, on a composite basis with other tracks
where CART races are conducted. CART shall retain all national,
international and local broadcast rights including broadcast
television, cable and radio. Organizer/Promoter will assure that
the presence of personnel and equipment for these or similar
purposes shall not be inconsistent with the rights of CART herein
provided and shall not interfere or conflict with the exercise of
any such rights by CART as herein provided.
24. Organizer/Promoter recognizes and acknowledges that CART has
entered or intends to enter into a television contract with a
national broadcast or cable network for the coverage of each
Competition hereunder.
A. Detailed operational and facility requirements of
Organizer/Promoter in respect to television and other
on-site media are identified in SCHEDULE A.
B. CART has arranged with the television production companies
(subject to network approval) to provide the video portion
of the program feed from the mobile unit to
Organizer/Promoter, so that Organizer/Promoter may feed the
video signal as a courtesy to the media center and
hospitality suites. CART agrees to exercise all reasonable
efforts to include the in car camera feed, but
Organizer/Promoter acknowledges the ultimate decision on
this remains with the television production company. The
feed is limited to on-site press and hospitality use only.
Any other feeds to hotels, bars, or other establishment(s)
whether on-site or off, are strictly
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<PAGE> 11
prohibited. Organizer/ Promoter shall be responsible for the
installation and maintenance of appropriate cable
originating at the television compound which will then feed
the system. Maintenance and operation of the system is the
sole responsibility of Organizer/Promoter.
C. CART and Organizer/Promoter agree that it is in the best
interest of the sport, its promoters and sponsors to have
the same on-site and television title sponsor. CART and
Organizer/Promoter recognize and agree that all television
entitlements are derived from a privilege granted by the
television network and are subject to network approval. In
the event Organizer/Promoter provides CART with a television
entitlement sponsor, such sponsor must agree to: (i)
purchase one (1) of several commercial unit package options
for either network or cable coverage to be published by CART
or its designee each year, (ii) enter into a negotiated
agreement with CART or its designee, or (iii) guarantee a
payment for entitlement in return for which
Organizer/Promoter will receive eight (8) thirty (30) second
commercial units to package with its on-site title. The
published rate option packages and payment option will be
made available to Organizer/Promoter at least one (1) year
in advance.
D. Organizer/Promoter may, at its option, and subject to
approval by CART or its designee and the appropriate
network, elect to guarantee over-the-air broadcast network
coverage of its Event. In this event Organizer/Promoter will
be required to provide a television title sponsor subject
to: (i) purchase of one (1) of several published minimum
commercial unit packages, (ii) enter into a negotiated
agreement with CART or its designee, or (iii) guarantee a
payment for entitlement to be determined each year. In the
payment option (iii) Organizer/Promoter will receive eight
(8) thirty (30) second units in the telecast to package with
its on-site title.
E. In the event Organizer/Promoter elects not to provide CART
with a television entitlement sponsor or to guarantee
over-the-air broadcast network coverage, then CART or its
designee shall have the option to secure a television
entitlement sponsor which need not be the same as the
on-site entitlement sponsor.
F. CART and Organizer/Promoter agree that the policy and terms
set forth as a condition of television coverage of this
Event may change from time to time, and, therefore, the
television agreement may supersede portions of this
Agreement. In the event that the television agreement
supersedes a portion of this Agreement, CART will
immediately notify Organizer/Promoter and work toward a
mutually agreed upon solution.
25. Organizer/Promoter recognizes and acknowledges that CART has the
right to contract for official sponsors for the FedEx
Championship Series, which need not coincide with specific Event
sponsors, as well as to grant other official product designations
on a Series wide basis, in CART's sole discretion.
- 10 -
<PAGE> 12
26. A. PPG shall have the exclusive right to provide any and all
pace cars throughout the entire Event. In addition, only PPG
pace cars shall be allowed to participate in the parade laps
immediately preceding the start of the Championship Car
race. Further details of these and other responsibilities of
Organizer/Promoter to PPG are agreed to as outlined in
SCHEDULE D attached hereto and made a part hereof.
B. The Events shall be included in the FedEx sponsorship and
marketing program, in each year such Event(s) are conducted
pursuant to this Agreement, including extensions and/or
renewals thereof, up to and including the year 2001,
provided the FedEx Series Sponsorship Agreement is then in
full force and effect, or longer if such Agreement is
extended, provided, however, CART may terminate such
participation as of December 31, 2000, upon notice to
Organizer/Promoter of such intent by July 1, 2000. Details
of the FedEx sponsorship and marketing program and the
responsibilities of Organizer/Promoter to FedEx are agreed
to as outlined in Schedule "G" attached hereto and made a
part hereof.
27. Organizer/Promoter agrees that the scheduled CART activities
during each Event, including those associated with the
Competition, PPG Pace Car on track activities, Indy Lights and
CART's other support series, shall have priority over any other
race or other activity scheduled during such Event.
Organizer/Promoter will not schedule any supporting races or
ancillary activities on the same day as registration or
inspection, or on any other day during an Event, without prior
written approval of CART which shall not be unreasonably
withheld. Further details of these and other scheduling
considerations/requirements are agreed to as outlined in SCHEDULE
E attached hereto and made a part hereof.
28. CART shall conduct mutually agreed upon grid/pre-race activities
which shall include but are not limited to the pole awards, other
contingency award activities, driver introductions, etc.
29. CART shall maintain control of the Victory Circle location,
facilities and proceedings. Details of these proceedings and the
requirements of Organizer/Promoter in regard thereto are agreed
to as outlined in SCHEDULE F attached hereto and made a part
hereof.
30. CART shall have reasonable access to the PA system in order for
CART to fulfill its contractual obligations to its sponsors and
inform participants and spectators of activities during the
Event.
- 11 -
<PAGE> 13
31. A. CART merchandise, as supplied by CART or its licensed
representative, will be afforded the opportunity to be sold
from its own official concession stand to be located in a
prominent, high-traffic location, generally near the paddock
area. CART or its licensed representative shall pay to
Organizer/Promoter $1,500.00 for each CART concession stand
provided by Organizer/Promoter. Selected items of
merchandise may also be prominently offered for sale in the
track concession sales booths. Merchandise placed in the
track concessionaire booths will be done so on a consignment
basis with the concessionaire given a forty (40%) percent
discount on the retail price of all merchandise sold. Retail
prices will be agreed upon in writing prior to the
merchandise being placed in concessionaire booths. All
accounting will be completed by noon of the second day
following the conclusion of each Event. All payments will be
made and unsold merchandise returned at the same time.
B. It is Organizer/Promoter's responsibility to insure that any
and all concessions and/or merchandise is properly licensed.
In the event that CART discovers any unlicensed products, it
will have the right to take reasonably appropriate action in
its sole discretion.
C. All CART Championship Car teams will be afforded the
opportunity to sell merchandise within the confines of the
race facility. All teams will be in a prominent,
high-traffic location. Participating teams will pay a rights
fee for the location, which fee shall be (i) consistent with
the then current market price and (ii) no less favorable
than the terms and conditions provided to other vendors
located within the same area.
32. In conjunction with the CART Winner's Circle Club,
Organizer/Promoter shall provide at its expense:
A. Limited access to restricted areas for club members during
group tours and club functions.
B. Inclusion of a CART Winner's Circle Club advertisement in
the official race program, not to exceed one (1) page.
Camera ready art shall be provided by CART or its designee.
C. Covered facility for meetings with a PA system.
33. Organizer/Promoter shall cooperate with CART in its spectator
research efforts, including but not by way of limitation allowing
CART representatives access to spectators for personal interviews
and questionnaire distribution and inclusion of a CART
questionnaire in the official race program, for which camera
ready art will be provided. The results of such research shall be
made available to Organizer/Promoter.
- 12 -
<PAGE> 14
34. A. In addition to the FedEx Series sponsorship and marketing
program, CART shall have the right to designate up to seven
(7) exclusive sponsorships utilizing the following
entitlements to be provided by Organizer/Promoter for each
sponsorship at no cost to CART except as otherwise stated:
- Series-wide product category exclusivity;
- Twenty Thousand ($20,000.00) Dollar hospitality credit
which can be applied to facility, food and beverage;
- Acknowledgement by Organizer/Promoter as an Event
sponsor, with such recognition to include all
entitlements normally afforded an associate Event
sponsor;
- Inclusion in the Event press kit;
- One full page, four-color advertisement in the Event
souvenir program;
- One page of editorial in the Event souvenir program;
- One 40' x 40' expo/sampling space;
- Twenty (20) big screen messages (street courses only);
- Twenty (20) public address announcements over Event
weekend;
- One Hundred (100) grandstand admission tickets;
- One Hundred (100) restricted area credentials;
- Track side signage, which receives significant exposure
to the global audience; CART and Organizer/Promoter to
agree on size and placement;
All costs associated with the design and production of the
advertising page and wall signs shall be borne by Sponsor. For
each such sponsorship sold by CART, Organizer/Promoter shall
receive One Hundred Thousand ($100,000.00) Dollars in return for
the above listed entitlements. The parties acknowledge the
following categories represent acceptable potential sponsorships:
- payment systems
- confectionery
- snacks
- film
- camera
- electronics (i.e., television, hi-fi, audio, etc.)
- long distance
Organizer/Promoter shall have the right to market the race to
sponsors in the seven (7) exclusive marketing categories so long
as CART has not secured Series wide sponsorship in that category
six (6) months prior to the Event that year. Organizer/Promoter
shall not market sponsorship in these categories for more than
one Event at a time. Further, Organizer/Promoter shall promptly
notify CART of any proposed sponsorship involving one of the
released categories, and may
- 13 -
<PAGE> 15
consummate such sponsorship only if CART does not then have
consummated or pending the sale of the category Series wide.
If CART secures Series wide sponsorship of a category after
six (6) months prior to the Event and Organizer/Promoter has
not consummated sponsorship in that category, the category
shall become exclusive to CART and Organizer/Promoter shall
not sell further sponsorship of that category.
B. Organizer/Promoter shall provide CART with two (2) pages in
the Event Program without charge for CART's own use. CART's
placement of advertising within the Program shall be
sensitive to Organizer/Promoter's existing commercial and
promotional relationships.
C. Organizer/Promoter recognizes that each participating team
has a race sponsor. Organizer/Promoter agrees that each team
may place its team name and sponsor(s) on both sides of the
wall in the team's assigned pit box, subject to applicable
governmental laws and regulations.
35. Organizer/Promoter shall provide CART at no cost a preferred
location pit row suite or other mutually agreed upon hospitality
provisions for not less than forty (40) guests per day.
Hospitality provisions will include food and beverage (alcoholic
and non-alcoholic) as associated with pit suite participation.
36. If appropriate as determined by CART in its sole discretion, each
Competition shall appear on the FIA calendar as a full
international FIA event. Organizer/Promoter agrees to file this
listing through CART and reimburse CART for all applicable
listing fees. In addition, Organizer/Promoter agrees to pay
through CART the applicable National Motorsports Council
assessments, as determined by the Council's Executive Committee.
37. Organizer/Promoter agrees to indemnify and hold harmless CART,
its directors, officials and officers, participants, agents and
employees, members and sponsors from any and all liabilities
including liability resulting from negligence of the same
(exclusive of gross negligence) and all costs and expenses,
including attorneys fees incurred in the defense thereof,
asserted or imposed upon CART, its directors, officials, official
representatives, employees, officers, members and sponsors
arising out of or as a result of an Event hereunder, directly or
indirectly, and whether any such claim or liability arises
before, during or after the Event.
38. Organizer/Promoter agrees not to take any action adverse to the
interest of CART and, in consideration of the acceptance and
approval of this application, releases and discharges CART and
its officials and representatives from all liability for personal
injury that may be received, and from all claims and demands for
damages to real or personal property or to
- 14 -
<PAGE> 16
any person growing out of or resulting from an Event hereunder,
whether caused by any construction or condition or any track or
track equipment, cars or debris, or resulting from any act or
failure of any official or any person assisting the officials
serving in connection therewith.
39. Nothing contained herein shall be construed to place CART in the
relationship of a partner or joint venturer with
Organizer/Promoter, and Organizer/Promoter shall have no power to
obligate or bind CART in any manner whatsoever other than as
specifically provided for herein. Neither party undertakes by
this Agreement to perform any obligations of the other, whether
regulatory or contractual, or to assume any responsibility for
the other's business or operations.
40. The validity, interpretation and construction of this Agreement
shall be governed and construed by the laws of the State of
Michigan. Any litigation commenced by a party to this Agreement
as the result of any alleged breach of this Agreement shall be
commenced in the circuit court for the County of Oakland, State
of Michigan, or in the appropriate lower district court in said
county, or in the U.S. District Court for the Eastern District of
Michigan, and the parties hereby consent to such personal
jurisdiction.
41. This Agreement is not transferable or assignable except by
Organizer/Promoter to Chicago Motor Speedway, L. L. C., Cicero,
Illinois. Any transfer or assignment in violation of this
provision shall be void. A transfer of more than forty-nine (49%)
percent of the voting stock or other controlling interest in
Organizer/Promoter, in one or more transactions (other than to
the legal spouse, heirs, next-of-kin or estate of a deceased
transferor, or a deceased principal of a transferor), without
CART's prior written approval, is deemed to constitute a
transfer. A transfer of less than forty nine (49%) percent may
also constitute a transfer for such purposes, if coupled with the
imposition of super majority voting requirements, so as to
effectively result in a change in controlling interest. In the
event that a prohibited transfer or assignment is attempted, such
action will not be effective, and CART may elect to terminate
this Agreement effective immediately.
42. Any notice or written communication required or permissible
hereunder shall be sent by registered mail (or certified mail
with return receipt), postage prepaid, addressed as follows:
To CART: To Organizer/Promoter:
Championship Auto Racing Teams, Inc. Ganassi Group. L.L.C.
755 W. Big Beaver Road, Suite 800 c/o Brendan McManus, 35th floor
Troy, MI 48084 One Oxford Centre
Pittsburgh, PA 15219
- 15 -
<PAGE> 17
43. A. This Agreement (including the Schedules annexed hereto)
contains the entire agreement of the parties hereto and no
representations, inducements, promises, or agreements, oral
or otherwise, not embodied herein shall be of any force or
effect. This Agreement may be modified only upon the written
consent of the parties hereto.
B. No waiver by either party, whether expressed or implied, of
any provision of this Agreement or any breach or default
shall constitute a continuing waiver thereof.
C. Each and every of the rights, remedies and benefits provided
by this Agreement shall be cumulative, and shall not be
exclusive of any other said rights, remedies and benefits,
or of any other rights, remedies and benefits allowed by
law.
D. If any provision in this Agreement is held to be invalid or
unenforceable, it shall be ineffective only to the extent of
the invalidity, without affecting or impairing the validity
and enforceability of the remainder of the provision or the
remaining provisions of this Agreement.
44. The parties acknowledge the importance of each party's
reputation, good will and public image and, accordingly, agree to
maintain and enhance such image by restraining from taking any
action contrary to the best interest of either party, or
detracting from the reputation of either party. Each party shall
refrain from making any statements about the other party that
adversely affects, casts in an unfavorable light, or otherwise
maligns the business or reputation of such other party or any of
its principals.
45. At all times, the terms and conditions of this Agreement are
confidential to CART, Organizer/Promoter, their parent companies
and their respective subsidiaries, and shall not be disclosed to
any other entity or individual without the other party's prior
written consent. Notwithstanding the foregoing, disclosure may be
made if necessary to enforce a party's rights under this
Agreement, or if required by any securities or other law or
regulation or by a governmental agency, in which case any and all
documents, information, or materials disclosed shall be marked
"confidential" and such party shall seek confidential treatment
of such information.
46. The following Schedules are attached hereto, incorporated herein
by reference as though set forth in their entirety in this
Agreement, and labelled as follows:
SCHEDULE A - OPERATIONAL, MEDIA, AND OTHER FACILITY/SUPPLY
REQUIREMENTS
SCHEDULE B - INSURANCE REQUIREMENTS
SCHEDULE C - UNIFIED CREDENTIAL SYSTEM AND FACILITY ACCESS
PROVISIONS
SCHEDULE D - PPG PROGRAM AND OFFICIAL CARS
- 16 -
<PAGE> 18
SCHEDULE E - EVENT ACTIVITIES
SCHEDULE F - POST RACE PROCEDURES/ACTIVITIES
SCHEDULE G - FEDEX SPONSORSHIP AND MARKETING PROGRAM
Any person or organization having responsibility in the organization, promotion
or staging of any Competition, whether by contract or otherwise, shall co-sign
this Agreement and shall be jointly responsible hereunder. Organizer/Promoter
and the undersigned warrant and represent that Applicant has the full right and
authority to enter into and perform this Agreement, and that the execution and
delivery of this Agreement has been duly authorized by all necessary
governmental and/or corporate action.
Date:
------------------------------- --------------------------------
Applicant
By:
-----------------------------
Its:
----------------------------
Date:
------------------------------- --------------------------------
Co-Signer's Signature
CART APPROVAL
The foregoing application is hereby approved and accepted in accordance
with the terms stated therein.
Date:
----------------------------
CART, Inc.
By:
-----------------------------------
Its:
----------------------------------
- 17 -
<PAGE> 19
SCHEDULE "A"
OPERATIONAL, MEDIA, AND OTHER
FACILITY/SUPPLY REQUIREMENTS
Pursuant to paragraph 17A of the Agreement, Organizer/Promoter shall
provide at its expense except as otherwise specifically provided the
following additional items. The specific items listed in this Schedule A
reflect minimum requirements for certain areas, and should not be construed
as inclusive of all necessary items Organizer/Promoter must provide.
A. MEDIA AREAS
GENERAL SET-UP REQUIREMENTS:
- The deadline for having the press facility fully operational is 5:00
p.m. on the day prior to the commencement of CART on-track activities.
Among those items that must be fully operational include: televisions
in place with cable hookups; all seats assigned with placards in the
deadline media area with help from CART Public Relations staff; all
telephones are in place, have service and are operational;
unrestricted phone lines with instruments for CART are in place and
operational with no restrictions; all media-related bins and press-kit
tables are in place as well as labeled, if need be; power supplies are
in place and working throughout; press conference area is operational
in regard to setup of microphones, sound system, speakers, lectern,
scaffolding and media seating.
- The auxiliary and/or photo press room also must be fully operational
with all the above items located in the main area and staffed with
track representatives.
- It is required that a track public relations representative is at the
media center the day prior to the commencement of CART on-track
activities.
- The track will provide runners to retrieve daily statistical
information from Omega Timing and Scoring. The person(s) and procedure
must be in place on the day prior to the commencement of CART on-track
activities.
PRESS ROOM FACILITIES:
Solid, climate controlled, weatherproof and noise-insulated
structures, sufficient in size to accommodate the number of attending
media representatives and capable of supporting separate work areas as
follows. Ample televisions, power, telephones and working materials
will be provided for each area, with specific requirements identified
within this Schedule A:
- Deadline Media
- Non-deadline Media
- Photo Media, with lockers provided
<PAGE> 20
- Event Media Relations
- Support Event(s) Media Relations
PRESS CONFERENCE/INTERVIEW AREA FACILITIES:
Solid, climate controlled, weatherproof and noise insulated structure.
Area shall be set-up with skirted tables and chairs placed on a raised
podium, and a lectern for the moderator. Proper lighting for
television and photographers is required. A CART approved backdrop
shall be placed behind the drivers' interview tables.
VIEWING STANDS FACILITIES:
- Required for venues that do not provide a legitimate track view from
the media center or a press box
- Viewing stand will not be a section of seating roped off in a general
spectator area
- Viewing stand should be in or near the suite section or its own entity
and should be under cover
- Viewing stand needs tables and chairs and the seats are to be assigned
with help from the CART Public Relations staff
- Viewing stand needs to be staffed by a track public relations
representative
- Requires a cooler of cold beverages for the media
- A shuttle service should be considered if the viewing stand is a good
distance from the media center
CART COMMUNICATIONS DEPARTMENT OFFICE FACILITIES:
- Requires an area in the main deadline press facility, an enclosed
office if available
- Area needs to have enough table space and seating for a minimum of six
(6) CART representatives
EQUIPMENT:
Photocopy Machines - A minimum of two (2) photocopy machines, which shall
be print quality high speed photocopiers with collating and stapling
capability.
Fax Machines - A minimum of three (3) fax machines.
Televisions - The amount of televisions will be specified for each venue,
with the size of the media center as well as additional auxiliary areas
being taken into consideration; televisions are required in ALL media
areas, including auxiliary areas; recommend that televisions are either
mounted to the wall with swivel hinges or on wheel carts; the amount of
televisions can be reduced if a big-screen television (54) inches is
utilized for a video feed in a primary location; a minimum of three (3)
televisions shall be provided in the viewing stands; the CART Communication
Department office must have a minimum of five (5) televisions for timing
and scoring and video feed.
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<PAGE> 21
Sound System - A sound system for press conferences will be provided by
the track; the requirements include four (4) microphones for the
podium; one (1) microphone for the speaker at the lectern; speakers;
and a mult box for radio media to plug into and record.
B. ACCREDITATION FACILITIES
LOCATION:
- easily accessible by public transport
- adequate car parking
- within fifteen (15) minutes walking distance to the track
SIZE:
- minimum of 12 feet x 40 feet working area
- separate area for office and/or storage of computer cases
- 20 feet minimum of table/desk space
- seating for a minimum of ten (10) people
- ample space inside/under cover to allow for queuing of guests
- entrance and exit doors
TEMPERATURE:
- heating/air conditioning control to maintain adequate temperature
for computers
SIGNAGE:
- directing people to registration area
- "entrance" and "exit" signs to provide smooth flow
- external signage upon leaving showing way to parking areas and
entrances
- identifying separate series within one credential area
SECURITY:
- all doors, windows to be lockable
- in the case of a temporary structure an internal fully secure
facility should be provided and/or overnight security.
CLEANING:
- the facility should be cleaned at the end of each day
- 3 -
<PAGE> 22
C. OPERATIONS
FACILITIES:
Solid, quiet, climate controlled, weatherproof structure capable of
accommodating a minimum of sixty (60) people.
A separate climate controlled timing and scoring structure with an
uninterrupted view of the front straight and last turn.
EQUIPMENT:
One (1) print quality hi-speed photo copier with collating and stapling
capability. (Option -CART may invoice Organizer/Promoter in an agreed
amount in lieu of Organizer/Promoter supplying this machine.)
Three (3) golf carts for exclusive use by CART. One (1) for the
Communications staff, one (1) for the CART C.E.O., and one (1) for CART
broadcast services.
COMMUNICATION CIRCUITS:
Land line communication system connecting all trackside observer stations,
pit in, pit out, pit center, race control and starter stand.
Private land line communication circuit connecting timing and scoring, race
control, pit center and starter stand.
FUEL:
Organizer/Promoter will provide fuel for all safety vehicles and the jet
dryer:
Track Dryer - Jet A - approximately five hundred (500) gallons
Safety Vehicles - gasoline - approximately two hundred (200) gallons
GENERAL:
Minimum of three hundred fifty (350) pounds of ice each day from Thursday
until Sunday of race weekend (including any rain dates).
Worker lunches and drinking water will be provided for each day of the
Event weekend. CART will identify the quantity to be supplied.
- 4 -
<PAGE> 23
All areas and utilities shall be accessible for use by CART on or before
8:00 AM the Wednesday prior to the published race date.
D. TELEVISION AND RADIO
FACILITIES:
Television Compound Location: Organizer/Promoter shall provide a level,
hard-surfaced area approximately 150 feet x 150 feet for use by CART
Productions and network television production mobile units, broadcast
equipment, and personnel. Compound should be located as follows:
Street Course: As close as possible to the announcement booth or as
close to the majority of camera positions as possible, but definitely
outside the course.
Road Course: As close as possible to the announcement booth, as close
to the majority of camera positions as possible, preferably outside
the course.
Oval Course: As close as possible to the announcement booth and
allowing the most direct cable access to the majority of camera
positions as possible, but definitely outside the course.
Announcement Booths: Climate controlled. An announcement booth should be
climate controlled, with air conditioning and insulation in the booth. The
booths should have a wide expanse of glare-proof (non-tinted) glass
overlooking the pits and track. Sound deadening materials should be used in
construction, including proper insulation, carpeting, panelling, and
double-paned glass.
The front window overlooking the track and pits should begin around 3.5 - 4
feet above the floor. The booth should also have windows on the sides of
the booth facing the track, around 3 - 4 feet deep from the front of the
booth, to provide sight lines up and down the track and pits. Where
possible, the back half of each booth should be elevated 4 - 6 inches
(minimum) to allow raised sight lines for those working in rear of booth.
A ledge/table should run the entire width of the front window wall, set
under the window and should be well braced to support necessary video
monitors, timing and scoring monitors, and audio equipment, etc.
Ledge/table should extend 2 feet into the room from the front-windowed
wall, and where possible, should provide a removable cut-out against the
wall, with a support brace under the cut-out, to allow monitors to be
partially recessed on an angle within the ledge/table.
Access panels, conduits (minimum six (6") inch diameter), and cable troughs
should be provided as necessary to allow cables to enter booth for video,
audio, timing and scoring, and antennae feeds.
- 5 -
<PAGE> 24
Entry door should have a locking system installed, so that the room and
equipment may be secured. A keyless or combination access system is
preferred.
Organizer/Promoter agrees to provide, at its expense, a U.S. Television
Network Booth, three (3) International Television Network Booths and a CART
Radio Network Booth. As other international networks (more than three (3))
may wish to originate commentary from the site of a CART event, CART may
request, and Organizer/Promoter agrees to provide, additional announcement
booths. CART agrees to provide at least thirty (30) days notice to
Organizer/Promoter in such cases.
U.S. Television Network:
BOOTH SIZE: 15 feet x 15 feet booth.
LOCATION: Should be placed on the outside of the track and nearest to
the start/finish line, providing the widest view of the
track and pits. Where possible, booth should be located
alone or at one end of any row of booths or suites.
CART Radio Network:
BOOTH SIZE: 8 feet x 8 feet booth.
LOCATION: Preferred placement on the outside of the track and nearest
to pit center, providing the widest view of the track and,
then, the start/finish line and pits.
International Television Networks:
BOOTH SIZE: A minimum of three (3) 8 feet x 8 feet (minimum) booths.
LOCATION: Preferred placement providing the widest view of the pits
and, then, the track and start/finish. Where possible,
location should be on the outside of the track.
ADDITIONAL
INTERNATIONAL
BOOTHS: All reasonable costs, subject to competitive bidding,
associated with the construction and provision of any
additional booths and required facilities for international
networks shall be the responsibility of the international
network.
- 6 -
<PAGE> 25
ACCESS:
Organizer/Promoter shall accord all broadcast networks and/or their
designees the right to install and maintain at, and remove from, the site
of the Event and associated areas such wires, cables, and apparatus as the
network or its designee deems necessary for recording and/or telecasting
the Event (provided that there shall not be any interference with the use
of or means of ingress or egress at the site or associated areas).
SECURITY:
Organizer/Promoter must provide security, with radio communications,
mutually agreed by the parties as sufficient, for all broadcast equipment
in the television compound and around the track, including camera, remote,
and booth locations. Security should be available from the first evening of
arrival through the morning of the last day of departure of all broadcast
equipment. Upon compliance with the security provisions contained in this
paragraph, Organizer/Promoter shall not be liable for any claims based on
the lack of sufficient security.
ADDITIONAL FACILITIES:
Other networks may mount cameras, in a manner not to interfere with the
world feed, that would allow US and international networks to focus on
different drivers. Most likely these positions would be near or across from
pit lane. The location of these camera positions will be mutually agreed
upon by Organizer/Promoter, the networks and CART. The networks would agree
to provide at least thirty (30) days notice of intent to supplement world
feed cameras.
EQUIPMENT VENDORS:
Broadcast crews will use best efforts to achieve highest quality, lowest
cost for renting equipment from Organizer/Promoter's exclusive source. If
this cannot be achieved, then the exclusive track source will not apply to
the production company's needs. Due to the cost effectiveness of annual
contracts for such products as golf carts, catering and office trailers,
etc., it is unlikely that the Broadcasters will be able to honor
Organizer/Promoter's exclusive agreements in all categories.
- 7 -
<PAGE> 26
E. WINNERS CIRCLE
FACILITIES:
- A fenced, separate area, preferably away from pit lane
- Photographers' riser, placed proportionately to the podium
- Raised podium
- Two separate entrances: One for drivers, team owners and presenters
only (if necessary, TV); the other for VIP's, sponsors and
photographers
F. CHAPEL
Organizer/Promoter shall provide appropriate space and facilities for use
as a chapel during all CART Events at a maximum cost to CART of One
Thousand ($1,000.00) Dollars.
G. ELECTRIC/POWER REQUIREMENTS
GENERAL:
All power supplied shall be 60-cycle and should be clean and stable
dependable power, as opposed to generator power, where possible. If "shore"
power is not available, dedicated generator power must meet the
requirements of the network television production company, including but
not limited to: back-up power, redundant systems, frequency controlled, and
automatic switch-over features. Organizer/Promoter shall provide an
adequate supply of electrical power to service all areas, consistent with
the applicable function or activity therein.
MEDIA CENTER:
Organizer/Promoter shall provide CART Communications staff at least two (2)
110 volt, 20 amp, single phase circuits or equivalent with a minimum of
eight (8) electrical outlets. Adequate power and at least one (1)
electrical outlet for each assignable seat for press in media center.
ACCREDITATION FACILITIES:
Organizer/Promoter shall provide at least one (1) 110 volt 30 amp, single
phase circuit, exclusive of climate control and lighting, with a minimum of
four (4) main power outlets.
OPERATIONS:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Radio Trailer 220v/240v 2 60 amp single phase
30 amp single phase
Timing and Scoring 110v/115v 6 30 amp single phase
Operations Trailer #1 220v/240v 60 amp single phase
Operations Trailer #2 220v/240v 60 amp single phase
Medical Center 220v/240v 100 amp single phase
</TABLE>
- 8 -
<PAGE> 27
<TABLE>
<CAPTION>
<S> <C> <C> <C>
CART Business Coach 220v/240v 60 amp single phase
Timing and Scoring Truck 110v/115v 50 amp single phase
Battery Compound 220v/240v 60 amp single phase
CART Fuel Compound 110v/115v 4 25 amp single phase
(one common ground
pursuant to local code)
CART Tire Compound 220v/240v 2 60 amp single phase
Scales 110v/115v 20 amp single phase
* Each Entrant Pit 110v/115v 30 amp single phase
* Each Entrant Pit 110v/115v 20 amp single phase
Chief Stewards Trailer 220v/240v 50 amp single phase
</TABLE>
(*Entrant is defined as a race car with an assigned driver)
TELEVISION AND RADIO:
Lighting: Organizer/Promoter shall ensure necessary lighting (minimum
of 125 foot candles) is available for television coverage
during the Event.
Power:
TV COMPOUND - U.S. NETWORK
<TABLE>
<CAPTION>
<S> <C> <C>
Mobile Unit #1 208v 200 amp 3 phase
Mobile Unit #2 208v 200 amp 3 phase
Uplink Truck #1 208v 150 amp 3 phase
Office Trailer #1 208v 150 amp single phase
Office Trailer #2 208v 100 amp single phase
Mobile Support 208v 100 amp single phase
In-Car Camera 208v 60 amp single phase
RF Camera Truck 208v 60 amp single phase
TV COMPOUND - INTERNATIONAL NETWORKS
Inet Mobile Unit 208v 200 amp 3 phase
Uplink #2 208v 150 amp 3 phase
Uplink #3 208v 150 amp 3 phase
Uplink #4 208v 150 amp 3 phase
REMOTE LOCATIONS
RF Receive Site US #1 110v 20 amp single phase
RF Receive Site US #2 110v 20 amp single phase
RF Receive Site INET #1 110v 20 amp single phase
RF Receive Site INET #2 110v 20 amp single phase
</TABLE>
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<PAGE> 28
<TABLE>
<CAPTION>
ANNOUNCEMENT BOOTHS
<S> <C> <C>
U.S. Network Production 110v 20 amp single phase
U.S. Network Monitors 110v 20 amp single phase
U.S. Network Audio 110v 20 amp single phase
Radio Production 110v 20 amp single phase
Radio Monitors 110v 20 amp single phase
International #1 Production 110v 20 amp single phase
International #1 Monitors 110v 20 amp single phase
International #2 Production 110v 20 amp single phase
International #2 Monitors 110v 20 amp single phase
International #3 Production 110v 20 amp single phase
International #3 Monitors 110v 20 amp single phase
EACH ADDITIONAL INTERNATIONAL BOOTH
Additional Production 110v 20 amp single phase
Additional Monitors 110v 20 amp single phase
</TABLE>
Minimum of four (4) outlets per electrical circuit in the announcement
booths. Air-conditioning/heating systems must be on separate circuits
from those shown above. Without separate air-conditioning circuit,
broadcast may be jeopardized.
H. TELEPHONE REQUIREMENTS
GENERAL:
All line charges reasonably related to CART business activities shall
be to the account of Organizer/Promoter; all media telephones require
free local access; no credit card slide telephones; as a minimum, the
following areas must be supplied telephones which provide access to
commercial telephone lines.
MEDIA AREAS:
Deadline Media Area - One (1) telephone for every two (2) media
persons;
Auxiliary Media Area - One (1) telephone for every four (4) media
persons;
CART Communications Department - Five (5) dedicated unrestricted access
lines and instruments shall be provided for the exclusive use of the
CART Communications Department staff. All charges related to these
telephones are the responsibility of Organizer/Promoter.
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<PAGE> 29
ACCREDITATION FACILITIES:
Two (2) lines, one (1) for telephone and one (1) for facsimile
OPERATIONS:
As a minimum, the following areas must be supplied telephones which
provide access to commercial telephone lines:
Operations Trailer - Two (2) telephone lines and one (1) facsimile line
with facsimile machine;
Medical Center - One (1) telephone line and (1) facsimile line with
facsimile machine;
CART Business Coach - Two (2) telephone lines and one (1) facsimile
line with facsimile machine;
Race Control - Two (2) telephone lines and one (1) facsimile line with
facsimile machine;
Timing & Scoring - Six (6) telephone lines and (1) facsimile line with
facsimile machine;
TELEVISION AND RADIO:
Television Compound Location: Organizer/Promoter shall ensure
twenty-five (25) pair telephone lines are permanently installed in
television compound.
Announcement Booths:
U.S. Television Network: Two (2) telephone lines, permanently
installed.
CART Radio Network: A maximum of four (4) pair telephone lines
permanently installed in booth, as in the
past.
International Networks: A maximum of five (5) pair telephone
lines permanently installed in each
announcement booth.
I. GENERAL
As the execution of the Competition and broadcast coverage of CART events is
vital to the success and growth of the Series and each Competition, and as newer
and additional technical facilities may be required to meet media, operational
and broadcast production standards in order to enhance and upgrade the facility
and broadcast quality, Organizer/Promoter agrees to provide reasonable
additional space, power, facilities, or other services as may be requested by
CART. CART agrees to provide Organizer/Promoter as much advance notice as
possible of these additional requirements.
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<PAGE> 30
SCHEDULE "B"
INSURANCE REQUIREMENTS
In an effort to protect the interest of track owners, Organizers/Promoters,
sponsors, CART, its Members, Associate Members and participants, CART has
established certain minimum criteria for insurance coverage which must be in
effect for all CART Events.
The insurance requirements for CART events consist of the following areas of
insurance coverage:
1. Spectator and Participant Legal Liability Insurance; and
2. Participant Accident Insurance.
The minimum specifications and requirements for acceptable coverage are:
$10,000,000 LIABILITY INSURANCE (coverage must be primary)
1. POLICY FORM
The policy must be a Comprehensive General Liability form and may be
either a manuscript Automobile Racing policy or a Commercial General Liability
policy with endorsements that provide the amendments required to cover
automobile racing events.
Coverage provided must include, but shall not be limited to:
A. Spectator/Public Bodily Injury Liability.
B. Participant Legal Liability - Participant Bodily
Injury Liability Participant to Participant
Liability.
C. Property Damage Liability
1. Including participants' property except when in
restricted areas.
2. No more than a Fifty Dollar ($50.00) deductible.
D. Refreshments/Products Liability including Concession
Hard Goods and Host Liquor Liability.
E. Personal Injury Liability, including false arrest,
detention, imprisonment or malicious prosecution,
libel and slander; wrongful entry or eviction.
F. Mobile Equipment Liability.
<PAGE> 31
G. Incidental Medical Malpractice Liability including
primary coverage for medical professionals.
H. Temporary and Air Ambulance Liability.
I. Off Premises Sign Liability.
J. Official Vehicle Physical Damage - Two Hundred Fifty
Dollar ($250.00) maximum deductible.
K. Contractual Liability.
2. MINIMUM LIMITS OF COVERAGE
CART reserves the right to change insurance limits as long as ninety (90) days
notice is given to Organizer/Promoter.
A. 1998 Event - $10 million combined single limits per
occurrence for Bodily Injury and Property Damage with no
aggregate limit.
B. 1998 Event - $5 million minimum for Participant Legal
Liability. Subsequent Events subject to 50% of limits in place
in paragraph 2A.
C. 1998 Event - $1 million Medical Malpractice Liability with $1
million aggregate per incident. Coverage to include Medical
Professionals. (See paragraph 1 [G]).
3. NAMED INSUREDS
Must include:
A. CART, Inc., and Championship Auto Racing Teams,
Inc., their officers, directors and employees;
Federal Express Corporation; PPG Industries, Inc.
B. CART reserves the right to add additional named
insureds provided however, that notice be given no
later than sixty (60) days prior to the Event.
4. PERSONS INSURED
Must include:
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<PAGE> 32
All participants, entrants, sponsors for this Competition,
Event or the Series of which the Competition is a part, and
CART Members and Associate Members. The definition of
participants must include drivers, mechanics, pitmen,
officials of the race, and those assisting the officials,
event staff, announcers, emergency and safety crews and
security personnel and all other persons allowed access to
restricted areas. Such definition also applies to CART and
support series events.
5. WAIVER AND RELEASE FROM LIABILITY
The insurance policy must require the utilization of a system
at all CART Events which secures properly executed and signed
"Waiver and Release from Liability" forms from all
participants. The procedure for obtaining such executed
waivers from CART participants shall be determined by CART.
6. GENERAL SPECIFICATIONS
A. The insurer must be admitted or approved to write
insurance in the state, province and country where
the insured track is located. The broker or agent
must be licensed to transact business in the state,
province and country where the track is located. It
is Organizer/Promoter's responsibility to inform all
participants of all coverages and conditions
available throughout the Event.
B. The insurer must have a minimum of a "Best A rating",
and the name of the insurer must be supplied to CART
for the purposes of confirmation.
C. The insurer must formally agree to send duplicate
notice of cancellation to CART in the event of
cancellation a minimum of thirty (30) days in advance
of the cancellation. The reason for the cancellation
must be included with this notification. The insurer
must also formally agree to immediately notify CART
of each instance of the insured's failure to remit
proper premium or other required payments.
D. The agent or broker must submit a narrative
explanation of systems, procedures and authority for
adjusting and paying liability and participant
accident claims.
PROCEDURES FOR OBTAINING APPROVAL OF AND UTILIZING INSURANCE COVERAGE
1. Any request or submission for approval of insurance coverage
not meeting the minimum specifications and requirements or
procedures will not be accepted.
2. To obtain approval for sources of insurance,
Organizer/Promoter or its insurance broker
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<PAGE> 33
must submit a certified true specimen copy of the proposed
policy forms to CART at least ninety (90) days prior to the
first date proposed to be insured by the insurance.
3. CART will notify the party submitting the request in writing
of the acceptance or rejection of insurance submissions within
fifteen (15) days of receipt of the submission. Only formal
written approval of the acceptance of insurance coverage by
CART shall be considered valid.
4. Upon acceptance, Organizer/Promoter must provide CART a
certified true copy of the actual policy of insurance issued
to track operators or Organizer/Promoter at the time of
issuance and no later than thirty (30) days prior to the first
day of the Event.
5. Should Organizer/Promoter fail to comply with the above
requirements, CART shall have the right to purchase the
insurance and obtain reimbursement from Organizer/Promoter.
6. PARTICIPANT ACCIDENT INSURANCE FOR CART PARTICIPANTS
Organizer/Promoter shall reimburse CART for the cost of
participant accident disability, medical and life insurance
which minimum coverages for 1998 are as follows:
<TABLE>
<CAPTION>
<S> <C>
Accidental Death and Dismemberment $50,000.00
Primary Accident Medical $150,000.00
Excess Major Medical $350,000.00
Weekly Disability (to 104 weeks) $ 250.00
Monthly Disability (to 48 months) $ 300.00
</TABLE>
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<PAGE> 34
SCHEDULE "C"
UNIFIED CREDENTIAL SYSTEM
AND FACILITY ACCESS PROVISIONS
CART SEASON CREDENTIALS (PLASTIC PICTURE IDENTIFICATION)
Picture identification cards will be issued to CART participants as provided for
in this Agreement. Persons issued this credential may only use this credential
as expressly allowed for by the CART Rule Book, and only applies as to their
need or function. Any change in costs agreed to by the Promoters' Association
and CART will supersede the costs included in this Schedule "C".
A. TEAMS
Each CART Owner Membership is entitled to a maximum of forty (40) CART picture
I.D. license/credentials upon acceptance of application and payment of fees due
CART. Additional license/credentials (41-100) may be purchased at a cost of
$185.00 each per season. Revenues derived from such purchases less $25.00 per
credential will be divided equally among all CART Organizer/Promoters.
These license/credentials are to be issued to team members, i.e., owner, team
manager, chief mechanic, crew members, designated team and/or sponsor public
relations representative and any other associates the owner desires within the
allotted maximum number. This credential will permit access to the facility and
restricted areas including the pit area at all times during any CART Event. At
specified Events, a limited number of special credentials will be issued to
allow only necessary and appropriate personnel access to the pit area thirty
(30) minutes prior to and during the CART race.
B. DRIVERS
Each driver will be issued a permanent CART picture license/credential. An
additional picture license/credential will be issued to the driver's spouse or
companion. Both credentials will permit access to the facility and restricted
areas including the pit area at all times during any CART Event. At specified
Events, a limited number of special credentials will be issued to allow only
necessary and appropriate personnel access to the pit area thirty (30) minutes
prior to and during the CART race.
C. INDY LIGHTS OR CART OFFICIAL SUPPORT SERIES
CART will provide credentials to Indy Light competitors, sponsors and suppliers
pursuant to provisions in the contract between CART
<PAGE> 35
and American Racing Series, which currently includes the following entrant
credentials:
1 - 12 Team Credentials (12) Complimentary
13 - 17 (5) at $145 per credential
18 - 25 (8) at $250 per credential
Revenues derived from such purchases shall be divided equally among all CART
Organizer/Promoters.
D. OFFICIALS
Each CART official will be issued a permanent CART picture I.D.
license/credential. This credential will permit access to the facility and
restricted areas including the pit area at all times during any CART Event. At
specified Events, a limited number of special credentials will be issued to
allow only necessary and appropriate personnel access to the pit area thirty
(30) minutes prior to and during the CART race.
E. SUPPLIERS AND AWARD PROVIDERS
A reasonable number of suppliers and award providers will be issued credentials
as determined by CART. These credentials will permit access to the facility and
restricted areas including the pit area at all times during any CART Event. At
specified Events, a limited number of special credentials will be issued to
allow only necessary and appropriate personnel access to the pit area thirty
(30) minutes prior to and during the CART race.
Each CART authorized supplier may request annual credentials for any number of
persons provided that these persons are bona fide members of the supplier's
support team needed at the track. Five (5) such credentials will be issued at no
charge. For each team supplied, one (1) additional credential will be provided.
All credentials issued over and above the allotted number will be charged at a
price of $500.00 per credential. Revenues derived from such purchases less
$10.00 per credential will be divided equally among all CART
Organizer/Promoters. CART has the right to review all requests and, if necessary
to ask for a clarification of the role to be performed by each person for whom a
credential is requested. If a supplier acquires a credential for a third party
under this system (i.e. for a person that is not a bona fide member of the
supplier's support team needed at the track), all credential privileges will be
revoked.
Each CART authorized award provider shall be entitled to a maximum of five (5)
credentials at no charge. Additional credentials may be purchased at a cost of
$100.00 each per season. Revenues derived from such purchases less $10.00 per
credential will be divided equally among all CART Organizer/Promoters.
F. MEDIA
CART will issue a limited number of credentials to nationally and
internationally recognized journalists and photographers covering the majority
of Series Events on assignment for recognized media. They will
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<PAGE> 36
clearly be marked "MEDIA" and "MEDIA PHOTO" respectively. All media and photo
credentials will permit access to the facility and restricted areas including
the pit area and media center at all times during any CART Event. At specified
Events, a limited number of special credentials will be issued to allow only
necessary and appropriate personnel access to the pit area thirty (30) minutes
prior to and during the CART race.
G. TELEVISION PRODUCTION
Television talent, key production staff and season-long television production
crew members are credentialed and marked "Network TV". All "Network TV"
credentials will permit free and unrestricted access to the facility and all
associated areas including the pit area and media center at all times during any
CART event. Individuals accredited by this CART Season Credential marked
"Network TV" should receive access to the same areas as any Event credential
issued by CART or the promoter to the television production crews. At specified
Events, a limited number of special credentials will be issued to allow only
necessary and appropriate personnel access to the pit area thirty (30) minutes
prior to and during the CART race.
H. SPONSORS
A reasonable number of CART sponsors will be issued credentials as determined by
CART. These credentials will permit access to the facility and restricted areas
including the pit area at all times during any CART Event. At specified Events,
a limited number of special credentials will be issued to allow only necessary
and appropriate personnel access to the pit area thirty (30) minutes prior to
and during the CART race.
Each CART sponsor shall be entitled to a maximum of five (5) credentials at no
charge. Additional credentials may be purchased at a cost of $500.00 each per
season. Revenues derived from such purchase less $50.00 per credential will be
divided equally among all CART Organizer/Promoters.
EVENT CREDENTIALS (PROVIDED BY THE ORGANIZER/PROMOTER)
A. ISSUED BY CART:
1. ASSISTANTS
Organizer/Promoter shall make Event credentials available to CART for
those persons assisting CART Officials. These credentials shall be the
same type of credentials as those issued by Organizer/Promoter to
others assisting in the production of the Event and will permit access
to the facility and restricted areas including the pit areas at all
times during any CART Event. At specified events, a limited number of
special credentials will be issued to allow only necessary and
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<PAGE> 37
appropriate personnel access to the pit area thirty (30) minutes prior
to and during the CART race.
2. SPONSORS
For each Owner Membership accepted by CART the entrant may be entitled
to a maximum of twenty (20) credentials per accepted membership for
team sponsors. These credentials will permit access to the facility and
restricted areas during CART activities. Access to the pit area will be
terminated thirty (30) minutes prior to the start of and during the
CART race. Each credential purchased hereunder shall apply to all CART
sanctioned events during the season and shall be purchased at a cost
equivalent to the sum of $45.00 for each permanent race circuit on the
schedule and $55.00 for each temporary race circuit on the schedule.
Revenues derived from such purchases will be divided equally among all
CART Organizer/Promoters.
3. ADDITIONAL CREDENTIALS, PASSES, TICKETS AND PARKING
Organizer/Promoter will provide CART with additional credentials,
passes, tickets and parking to be utilized as stated below for
distribution at the discretion of CART.
(A) CREDENTIALS AND PASSES
General - Three Hundred (300) credentials for distribution by CART;
Access to the pit area will be terminated thirty (30) minutes prior to
the start of and during the CART race;
Drivers - Four (4) credentials to each participating CART driver;
Broadcast Partners (U.S. and International Television and CART Radio) -
Organizer/Promoter will provide all broadcast partners with
specifically designated all access "Network TV" credentials, which
accord production personnel free and unrestricted access to the site of
the event and associated areas otherwise restricted to the general
public. These areas are to include the media center, pit lane, paddock,
television compound, camera locations, announce booths, hospitality
areas, and trackside access for the sole purpose of producing
television coverage of the Event. This "Network TV" credential should
be restricted for distribution to and use by authorized workers only
under the direction of CART. At specified Events, a limited number of
special credentials will be issued to allow only necessary and
appropriate personnel access to the pit area thirty (30) minutes prior
to and during the CART race.
Indy Lights - Organizer/Promoter will provide Event credentials for
Indy Lights sponsors, suppliers, and guests. CART to coordinate.
(B) TICKETS
General - One Hundred (100) tickets (deluxe grandstand seating) for
use by CART - to be received thirty (30) days prior to race day;
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<PAGE> 38
Television Network - Fifty (50) tickets (prime seating location) for
intended use by CART's TV Network, to be received thirty (30) days
prior to race day.
(C) PARKING
U. S. Television Network - Parking passes shall be provided by
Organizer/Promoter up to a total of (64) sixty-four; Forty (40) should
allow parking adjacent or as close as possible to television compound,
with another twenty (20) providing convenient access to overflow
parking; Four (4) service vehicle passes shall also be provided to
allow delivery and servicing of equipment to all areas of Event. CART
to coordinate;
International Television Networks - Parking passes shall be provided by
Organizer/Promoter up to a total of (17) for ESPN International. Ten
(10) should allow parking adjacent or as close as possible to the
television compound with another five (5) providing convenient access
to overflow parking. Two (2) "service" vehicle passes shall also be
provided to allow delivery and servicing of equipment to all areas of
event. Additionally, four (4) parking passes shall be provided for each
other attending international network (excluding ESPN International),
preferably located as conveniently as possible to the television
compound. CART to coordinate.
CART Radio Network - Parking passes shall be provided by
Organizer/Promoter up to a total of (4) four, including three (3)
preferably in a location as close as possible to the radio announce
booth, and one (1) "service" vehicle pass to allow for delivery or
servicing of equipment to all areas of event. CART to coordinate;
Media - At least fifty (50) parking spaces shall be provided by
Organizer/Promoter for media personnel credentialed by CART in the
vicinity of the media center, with convenient overflow parking;
Competitor Transporter Space - Each entrant (i.e., each separately
entered car/driver combination) will be allocated sufficient parking
space in the paddock area for one (1) transporter and work area
(minimum 85 feet x 31 feet);
Competitor Motor Coach/Hospitality Space - Each entrant (i.e., each
separately entered car/driver combination) will be allocated sufficient
parking space for one (1) motor coach (minimum 55 feet x 15 feet);
Additional space over and beyond the 55 feet x 15 feet will be charged
to the teams, consistent with the CART/Promoter Motorhome Policy.
Owners/Drivers/Team Affiliates/CART Officials & Staff -
Organizer/Promoter will designate a parking area which will accommodate
owners, drivers, team affiliates and CART officials and staff. Such
area will be located in close proximity to the paddock and/or garage
area. CART owners and drivers will have access to park in the paddock
or motor coach areas. The number of passes
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<PAGE> 39
required will be mutually agreed upon by Organizer/Promoter and
CART's Registration Manager;
CART Business Coach - Organizer/Promoter shall provide space in an area
easily accessible from the pit and paddock for the parking of CART's
business coach;
Suppliers and Manufacturers - Organizer/Promoter will provide parking
and work areas in the paddock for suppliers and manufacturers that
provide entrants with products and services;
Indy Lights or CART Official Support Series - Organizer/Promoter will
provide an area in the paddock for Indy Lights transporter parking,
competitor work areas, administrative functions and technical
inspection. An area close to the paddock for team parking will be
available.
B. ISSUED BY PROMOTER:
1. RACE PIT CREDENTIALS
This Event credential, provided by Organizer/Promoter for issue by the
Organizer/Promoter and CART allows the bearer access to the facility,
paddock/garage and the pit area at any time during a weekend racing
Event. At specified Events, a limited number of special credentials
will be issued to allow only necessary and appropriate personnel access
to the pit area thirty (30) minutes prior to and during the CART race.
Persons with this credential must remain behind the pit wall during on
track activity. The dress code will be in effect during races with
scheduled pit stops.
2. PRACTICE & QUALIFYING CREDENTIALS
This Event credential, provided by Organizer/Promoter for issue by
Organizer/Promoter and CART allows the bearer access to the pit area
during all on track activity except races when scheduled pit stops are
a part of the race. Persons with this credential must remain behind the
pit wall during on track activity. The bearer must leave the pit lane
thirty (30) minutes prior to the start of a race with scheduled pit
stops.
3. REDEEMABLE CREDENTIAL
This credential provides the bearer general admission and
paddock/garage area access, but does not allow admission into other
restricted areas. To gain access to the pit area, the bearer must
present the credential for validation or reissue and sign the proper
waiver at a redemption center. The redemption center will be operated
by CART or Organizer/Promoter and will be located in the infield,
paddock or other area mutually agreed upon by CART and
Organizer/Promoter. The purpose of this credential is to allow
distribution of credentials to V.I.P.'s that would be issued a pit
access credential prior to the Event. This system will ensure easy
access to the facility and not allow pit access until the proper waiver
is signed.
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<PAGE> 40
4. OTHER ACCESS IDENTIFIERS
There are other access identifiers that are used in conjunction with
the above three credentials to allow access into specific restricted
areas (trackside access, media center access, etc.) that are provided
by Organizer/Promoter for issue by Organizer/Promoter and CART.
Organizer/Promoter agrees to provide a list to CART, two (2) weeks in
advance of the Event, of all local and regional TV broadcasters
accredited by Organizer/Promoter, for the Media Center area.
C. All credentials shall be plainly marked "RACE PIT" or "PRACTICE & QUALIFYING
PIT", "MEDIA", "MEDIA PHOTO", etc. Terms such as "HOT PITS" or "COLD PITS" are
not acceptable.
RULES
1. Credentials are not transferable.
2. Persons in restricted areas may not enter team areas unless
invited, must obey the instructions given by CART officials
and security personnel in regards to their safety and well
being and may not interfere in any way with the activities of
CART participants or the Event. All credentialed persons are
bound by the rules set forth in the CART Rule Book which
pertain to conduct and safety.
3. Persons not properly attired must leave the pit area thirty
(30) minutes prior to the scheduled start of the race. Proper
attire is defined as including the following tenets:
A. Shorts are not permitted.
B. Shirts fully covering the shoulders must be
worn at all times.
C. Open-toe shoes are not permitted.
4. Minors, i.e., persons under the age of eighteen (18) or the
legal age of majority in the applicable jurisdiction if
greater than the age of eighteen (18), are not permitted in
the pit area at any time.
IMPLEMENTATION
1. All security guards, gate guards, pit workers, registrars and
staff members with activities that may be affected by this
policy, will be notified of this policy.
2. All CART Owners, Drivers, Team Managers, Chief Mechanics and
corporate Sponsors will be notified of this policy.
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<PAGE> 41
SCHEDULE "D"
PPG PROGRAM AND OFFICIAL CARS
PACE CARS
The PPG pace cars will serve as the Official Pace Cars at all CART Events
sanctioned by CART and shall be the only pace cars referred to as "Official Pace
Cars" in any advertising, publicity, or promotion of a CART Event by the
Organizer/Promoter.
Track announcers shall identify the PPG pace cars during the parade laps and
continue to identify the starting PPG pace car when it starts the race and when
it is on the track during caution flag periods.
TICKETS AND CREDENTIALS
Organizer/Promoter shall provide choice seating locations for PPG when it makes
ticket purchases for its customers at the same rates, including discounts,
provided any other corporation or group. Also, Organizer/Promoter shall provide
PPG with a reasonable number of pit passes and parking stickers at no cost.
PROGRAM
Organizer/Promoter shall provide PPG with one (1) full-page, full color ad, for
which PPG will furnish color separations, and one (1) full-page of editorial in
their program at no cost to PPG.
NEWS RELEASES
The PPG Cup shall be identified in all news releases and publicity issued by
Organizer/Promoter.
DISPLAY IN WORK AREA
Organizer/Promoter shall provide an area for the display and maintenance of the
PPG Pace Car fleet as required by PPG and CART.
PPG ON TRACK ACTIVITIES
The Event schedule will include time for PPG on track activities. The scheduling
(placement and allotted time) of these activities will be consistent with
Paragraph 26 of the Organizer/Promoter Agreement and SCHEDULE E.
<PAGE> 42
OFFICIAL CARS
In the event that Organizer/Promoter is able to obtain an official car from a
national automobile manufacturer and/or its local auto dealer, the parties agree
to designate that car as the Official Car of the Event and Organizer/Promoter
shall obtain any revenue derived as a result of the participation of the
national automobile manufacturer and/or its local dealer as a sponsor. In the
event that the national automobile manufacturer from which Organizer/Promoter
obtains a car is a manufacturer of a participating PPG car (whether such car is
obtained by the Organizer/Promoter directly from the manufacturer or from a
local dealer), CART agrees that such official car, if represented in the PPG
fleet, or if not so represented, such other model produced by said manufacturer
which is represented in the PPG fleet as may be selected by such manufacturer
shall be designated by CART as the Official Pace Car of such Event.
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<PAGE> 43
SCHEDULE "E"
EVENT ACTIVITIES
CART ACTIVITIES
The appropriate (road course, oval or 500 mile) standard CART schedule
will be in effect at all Events, including the "time certain"
requirements as implemented by CART.
OFFICIAL SUPPORT SERIES AND PPG PACE CAR ACTIVITIES
Indy Lights and CART's other support series (maximum of three (3))
shall be entitled to compete at this Event. CART shall have the right
to schedule, at any time during the Event, including race day, its
support series events as part of the overall CART activities.
Standardized schedules similar to the CART standard format schedules
will be developed for PPG Pace Car on track activities, Indy Lights,
and CART's other support series.
OTHER SUPPORT RACE ACTIVITIES
Any additional motor racing events must be approved by the CART Vice
President, Competition. These activities will be scheduled in a manner
which will minimize any interference with any scheduled CART, Indy
Lights or CART's other support series and PPG Pace Car on track
activities. Support activities should be selected to provide an
appropriate complement to CART activities and must be a balanced
program and offer good entertainment value to the fans. A one half-hour
break between scheduled competition activities is recommended. All on
track support activities must be sanctioned by a recognized FIA
affiliate. A formal sanction agreement executed between the sanctioning
body and the event organizer must be on file with CART. This agreement
must verify the performance and obligations of the sanctioning body and
the event organizer and must not infer any organizational or
operational responsibility to CART. These activities must be held in
compliance with the sanctioning body's rules. The participant accident
and liability insurance limits and carrier must be acceptable to CART.
In addition, celebrity events must comply with the following:
1. All drivers must have successfully completed both
classroom and on track instruction.
2. Race cars must meet the safety requirements
prescribed by the sanctioning body of record and as a
minimum must be equipped as follows:
a) A seat that provides proper driver support in case
of impact.
b) A five (5) point competition seat belt and harness.
c) Rollover protection:
- roll cage for closed - wheel production-type
or -based vehicles;
- roll hoop for sports race and open-wheel race
cars.
<PAGE> 44
d) The electrical system must include an accessible
master switch and an impact/rollover switch. Both
of these devices must interrupt the current to all
onboard circuits.
3. Historic and vintage car practice, qualifying, race
or exhibition activities will not be scheduled as
part of this Event.
4. Only one race competition per CART sanctioned event
weekend will be scheduled for any support race
category.
5. Commitments to live television coverage for support
activities will not be allowed, as such activities
will be interrupted by any delay in the schedule.
ENTERTAINMENT ACTIVITIES
Parades, exhibitions, stunts and other entertainment activities must be
scheduled in a manner which will not interfere with any racing
activity. CART does not accept any organizational or operational
responsibility for these activities. These activities must be held in
compliance with any applicable local, state or federal guidelines or
regulations. Event liability insurance must be in place to cover these
activities.
- 2 -
<PAGE> 45
SCHEDULE "F"
POST RACE PROCEDURES/ACTIVITIES
The following post-race Victory Circle procedures are to be followed by all
drivers, teams, sponsors, promoters, track and security personnel, P.R.
representatives and the media. Procedures may vary at individual tracks by prior
arrangement between Organizer/Promoter and CART. In the event of such change,
notification will be made in the Drivers Meeting and in the Press Room.
The objectives of these procedures are to develop a uniform handling of the
Victory Circle procedure in order to provide for a safe conclusion to the Event,
protect the integrity of the live television coverage of the Event, and to
present the winning drivers to the fans and the media in a organized fashion
that showcases the sport, and the sponsors who support it, in the most positive
way possible.
These procedures are meant to provide a guideline for the ideal handling of the
conclusion of the Event. Some of these procedures or the order of them may be
modified to take advantage of the physical properties of the Competition. It is
not meant in any way to deter the spontaneity or enthusiasm associated with
winning the race.
VICTORY CIRCLE PROCEDURES
1. The Victory Lane or Winner's Circle podium and backdrop shall be
constructed to meet all specifications contained in CART's agreement
with its Series title sponsor and shall be subject to the approval of
CART and its Series sponsor. A photograph or sketch of the podium shall
be provided to CART at least four (4) weeks prior to the Event; CART
shall respond within three (3) days. The backdrop may not be covered
over. Its appearance or function may not be changed without permission
of CART.
2. Security sets temporary fencing across from the track at designated
location near the finish line and along the side or sides of the track
to form a "U" shape into which the cars will drive. Security will
coordinate with the Assistant Technical Director. All personnel are
reminded of the CART Rule Book which prohibits the crossing of the
track and pit areas during any Competition.
3. Accredited photographers move behind security on up track side to
await the top three (3) cars.
4. The top three (3) cars stop perpendicular to security line side by
side. Or, alternately, winning car pulls into permanent track Victory
Circle where available.
5. Security sets temporary fencing across track behind top three (3) cars,
totally surrounding the cars, however, establishing two (2) entry
points on opposite ends of the Victory Circle for access. The following
personnel will be admitted, with appropriate accreditation: CART
officials, Broadcast Partners, owners/teams, driver's immediate family,
key sponsor executives, senior track and security, limited other
personnel as determined by CART. One of the two (2) entry points should
be designated for the exclusive use of the drivers, owners/teams and
CART officials.
<PAGE> 46
6. CART Promotions Coordinator gives appropriate tire manufacturer hat to
winner for television interviews. Television interviews will be
conducted in the following order with priority given to live shows over
tape:
A. Host TV broadcaster
B. Foreign TV broadcaster
C. Network radio-if live
D. Local radio-if live
E. CART Productions
Note that with three (3) drivers available, some interviews may occur
simultaneously. Live television will have preference of interviewing
drivers one, two and three without wait. All other driver interviews
may be conducted following trophy presentation.
Teams, P.R. representatives, sponsors and others should respect the
integrity of the television broadcast and act appropriately. All three
(3) drivers should be respected. No unauthorized hats, products,
signs, etc. may be thrust in front of Television cameras. No hats may
be exchanged during televisions interviews or in front of the camera.
7. Title Sponsor Victory Podium Truck, if applicable, moves into position
during interviews.
8. After all television/radio interviews, top three (3) drivers proceed to
Victory Podium Truck or permanent podium where available. Security will
provide escort for drivers. In the event Television is still live,
security will expedite same.
9. Drivers will be presented and interviewed by the track announcer on
stage in the following order: 3-2-1
10. Organizer/Promoter may designate and present additional awards as
agreed by CART. Such agreement will not be unreasonably withheld. Any
additional award presentation must follow the Event trophy presentation
to the three (3) drivers and winning team owners.
11. Trophies are presented by executive presenters designated by
Organizer/Promoter. Event title sponsor hats are worn. Beauty queens
should not be on stage unless stated in pre-existing agreements with
title sponsor, or otherwise in accordance with the promotional model
program as agreed upon by CART and the Organizers/Promoters.
12. Winning owner(s) are present on podium for presentation of Trophy.
13. First round of photography. Executive presenters and/or owner(s)
leave platform.
14. CART Promotions Coordinator effectuates changes of driver's hats for
still photography session(s). This sequence will not appear on
television. Hats will be accommodated in the following order:
A. Series Title Sponsor(s)
B. Team Sponsor(s)
- 2 -
<PAGE> 47
C. Limited number of additional sponsor(s) only by prior
agreement-time permitting
15. Organizer/Promoter retains the right to provide champagne which will
not be sprayed until all photo sessions are concluded.
VICTORY LAP
Drivers should be showcased to the fans. CART News Managers may accompany
drivers if sufficient space is available.
Upon completion of Victory Lap drivers proceed to Press Room for interviews.
Security will provide proper escort.
The Victory Lap is optional at the discretion of Organizer/Promoter.
- 3 -
<PAGE> 48
SCHEDULE "G"
FEDEX SERIES MARKETING AND SPONSORSHIP PROGRAM
Pursuant to paragraph 26B of the Agreement, Organizer/Promoter shall provide at
its expense except as otherwise specifically provided the following additional
entitlements for the CART Series title sponsor Federal Express Corporation.
FEDEX SERIES MARKETING PROGRAM
Organizer/Promoter shall provide FedEx the following Series marketing
entitlements, at no cost to CART or FedEx, except as otherwise stated:
A. Exclusivity in the "shipping" category, including, but not limited to
(i) on-site visibility; (ii) on-site sampling activities; and (iii)
provider of routine delivery services;
B. The right to brand the program in any mutually determined manner within
the defined category;
C. Twenty Thousand ($20,000.00) Dollars hospitality credit to be applied
toward site/facility rental, food and beverage;
D. Right to use the term "Associate Sponsor" of each Event; and the rights
that are assigned to an Associate Sponsor;
E. Inclusion in the Event press kit;
F. One (1) full page, four-color advertisement in the Event souvenir
program, with content determined by FedEx;
G. One (1) page of editorial in the Event souvenir program, with content
determined by FedEx;
H. Ten (10) Diamond Vision messages at downtown courses or where
available;
I. Ten (10) public address announcements over race weekend, with content
determined by FedEx but subject to approval by CART, which approval
shall not be unreasonably withheld;
J. One hundred fifty (150) grandstand/admission tickets, and a discounted
ticket pricing program for purchase of additional Event tickets for
FedEx employees;
K. One hundred fifty (150) paddock access credentials;
L. One (1) billboard visible to television exposure in addition to the
Event signage rights accorded FedEx as the Series title sponsor as
provided below;
M. One 40' x 40' Expo/Sampling display space in the manufacturing midway;
<PAGE> 49
N. Right to use Event logo for promotional purposes;
O. Competition trophies to be delivered to Victory Circle via FedEx truck;
P. One FedEx revenue operation (kiosk) located in CART paddock area for
delivery service;
Q. Space for a FedEx cut-away truck display; and
R. Series Logo or FedEx logo painted on race track surface visible to
television exposure, during the Event.
In consideration of the foregoing Series marketing entitlements provided by
Organizer/Promoter, CART agrees to pay Organizer/Promoter a total amount
equivalent to One Hundred Thousand ($100,000.00) Dollars per Event, which amount
will be deducted from the final payment of the Organization and Rights Fee for
such Event.
FEDEX SERIES TITLE SPONSORSHIP RIGHTS
Organizer/Promoter shall provide FedEx the following Series title sponsorship
rights at no cost to CART or FedEx, except as otherwise stated:
A. One (1) location for a painted sign highly visible to the principal
grandstands and to television cameras covering the race. FedEx will
assume responsibility and cost for painting the sign.
B. Preferential treatment in placement of temporary banners, signs, and
flags at each track for CART Events only. Where there is a tower, or
two towers, FedEx's banner shall be placed in a center location,
separate and apart from all other signs and banners. FedEx shall
receive at no charge at least two (2) choice locations at each track.
Additional placement of FedEx signs and banners will be in such
locations as may be determined by discussions between
Organizer/Promoter and representatives of FedEx.
C. Series Logo or FedEx logo featured in all Event promotional activities,
including news releases, posters, marketing brochures, souvenir
programs, newspaper inserts, and all tickets;
D. Series Logo or FedEx logo prominently featured on the backdrop of all
Victory Circle celebrations and media area backdrops; and
E. Right to hang one (1) banner on the Timing and Scoring tower (at tracks
that have such a tower).
GENERAL
A. Where applicable, FedEx shall supply in a timely manner, the necessary
promotional material,
- 2 -
<PAGE> 50
color separations, body copy, hospitality requirements, and any other
information required to accommodate such marketing and sponsorship
entitlements.
B. All production costs associated with the aforesaid entitlements shall
be the responsibility of FedEx.
- 3 -
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 47,331
<SECURITIES> 25,043
<RECEIVABLES> 12,033
<ALLOWANCES> 150
<INVENTORY> 31
<CURRENT-ASSETS> 88,029
<PP&E> 6,677
<DEPRECIATION> 1,638
<TOTAL-ASSETS> 98,176
<CURRENT-LIABILITIES> 24,592
<BONDS> 0
0
0
<COMMON> 151
<OTHER-SE> 73,110
<TOTAL-LIABILITY-AND-EQUITY> 98,176
<SALES> 0
<TOTAL-REVENUES> 10,030
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 5,666
<LOSS-PROVISION> 150
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 4,481
<INCOME-TAX> 1,618
<INCOME-CONTINUING> 2,863
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,863
<EPS-PRIMARY> .26
<EPS-DILUTED> .26
</TABLE>
