UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
_______________
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
Filed by Registrant [ ]
Filed by a party other than the Registrant [X]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
PACER TECHNOLOGY
(Name of Registrant as Specified in its Charter)
PACER TECHNOLOGY SHAREHOLDER'S COMMITTEE
(Name of Person Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-
11.
(1) Title of each class of securities to which the transaction
applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
(4) Proposed maximum aggregate value of the transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
PACER TECHNOLOGY SHAREHOLDER'S COMMITTEE
16101 LAGRANDE DRIVE, SUITE 100
LITTLE ROCK, AR 72223
NOVEMBER 3, 1999
Dear Fellow Shareholders:
As shareholders of Pacer Technology (the "Company"), we are
dissatisfied with the Company's share price performance in recent years.
We have formed the Pacer Technology Shareholder's Committee (the
"Committee") to nominate six persons for election as directors of the
Company.
The persons we have nominated for election as directors are: D. John
Merriman and Geoffrey Tirman, two current directors of the Company, James
T. Munn, the former President and Chief Executive Officer of the Company,
Howard J. Bloom, a former Vice President of the Company, Allen D. Barnes
and Claude M. Ballard. Each of these nominees is committed to electing Mr.
Tirman as Chairman of the Board. We believe Mr. Tirman possesses the
managerial and relationship skills necessary to improve the Company's
financial and operational performance and increase shareholder value. This
belief is based on Mr. Tirman's track record as an investment manager. We
believe that current directors are determined to continue managing the
Company without regard to the best interests of the shareholders.
To enable us to vote your shares for our director nominees, PLEASE
MARK, SIGN, DATE, AND RETURN THE ENCLOSED GREEN PROXY CARD IN THE ENVELOPE
PROVIDED. If you have already returned the proxy card sent to you by the
Company, you may revoke that proxy and vote for our nominees by marking,
signing, dating, and mailing a later dated GREEN proxy card.
Sincerely,
THE PACER TECHNOLOGY SHAREHOLDER'S COMMITTEE
__________________________________ ____________________________________
D. John Merriman James T. Munn
__________________________________ ____________________________________
Geoffrey Tirman Roberto J. Cavazos, Jr.
__________________________________ ____________________________________
Howard J. Bloom Mac Van Horn
Talisman Capital Opportunity Fund Ltd. The Miller Family Partnership
By: Talisman Capital Opportunity Inc., By: _____________________________
Its Investment Manager Name: Marie M. Miller
Title: General Partner
By: ______________________________
Name: Geoffrey Tirman
Title: President By: _____________________________
Name: Truman W. Miller
Title: General Partner
1999 ANNUAL MEETING OF SHAREHOLDERS
OF
PACER TECHNOLOGY
PROXY STATEMENT OF THE PACER TECHNOLOGY SHAREHOLDER'S COMMITTEE
IN OPPOSITION TO THE BOARD OF DIRECTORS
OF PACER TECHNOLOGY
GENERAL
As shareholders of Pacer Technology (the "Company"), we are dissatisfied
with the Company's share price performance in recent years. We have formed
the Pacer Technology Shareholder's Committee (the "Committee") to nominate
six persons for election as directors of the Company. This Proxy Statement
and the accompanying GREEN proxy card are being furnished in connection
with the solicitation of proxies by the Committee to be voted at the Annual
Meeting of the Company to be held on November 16, 1999, and at any
adjournments, postponements, or reschedulings thereof (the "Annual
Meeting"). At the Annual Meeting, six directors of the Company will each
be elected for a one-year term or until the election and qualification of
each of their successors. The Committee is soliciting your proxy in
support of the election of the Committee's six nominees named herein (the
"Committee Nominees") as directors of the Company.
The proxy statement and proxy card are first being mailed to the
stockholders of the Company on or about November 3, 1999. The principal
office of the lead shareholder of the Committee is located at 16101
LaGrande Drive, Suite 100, Little Rock, Arkansas 72223. The principal
office of the Company is located at 9420 Santa Anita Avenue, Rancho
Cucamonga, California 91730.
IMPORTANT
At the Annual Meeting, the Committee seeks to elect the six Committee
Nominees as Directors of the Company.
YOUR VOTE IS IMPORTANT, NO MATTER HOW MANY OR HOW FEW SHARES YOU OWN.
THE COMMITTEE URGES YOU TO MARK, SIGN, DATE AND RETURN THE ENCLOSED GREEN
PROXY CARD TO VOTE FOR ELECTION OF THE COMMITTEE NOMINEES.
A VOTE FOR THE COMMITTEE NOMINEES WILL ENABLE YOU-AS THE OWNERS OF THE
COMPANY-TO ELECT DIRECTORS WHO POSSESS THE MANAGERIAL AND RELATIONSHIP
SKILLS NECESSARY TO IMPROVE THE COMPANY'S FINANCIAL AND OPERATIONAL
PERFORMANCE AND INCREASE SHAREHOLDER VALUE.
THE COMMITTEE URGES YOU NOT TO SIGN ANY PROXY CARD SENT TO YOU BY THE
COMPANY. If you have already done so, you may revoke your proxy by
delivering a written notice of revocation or a later dated proxy for the
Annual Meeting to D.F. King & Co., Inc., or to the Secretary of Pacer
Technology or by voting in person at the Annual Meeting. ONLY YOUR LATEST
DATED PROXY WILL COUNT AT THE ANNUAL MEETING. See "Voting and Proxy
Procedures" below.
If your Shares are registered in your own name, please mark, sign and
date the enclosed GREEN proxy card and return it to the Pacer Technology
Shareholder's Committee, c/o D.F. King & Co., Inc. in the enclosed envelope
in time to be voted at the Annual Meeting. If any of your Shares are held
in the name of a brokerage firm, bank, bank nominee or other institution on
the record date, only it can vote such Pacer shares and only upon receipt
of your specific instructions. Accordingly, please contact the person
responsible for your account and instruct that person to execute on your
behalf the GREEN proxy card. The Committee urges you to confirm your
instructions in writing to the person responsible for your account and to
provide a copy of such instructions to D.F. King & Co., Inc. at the address
indicated below:
D.F. KING & CO., INC.
77 WATER STREET
NEW YORK, NEW YORK 10005
CALL TOLL-FREE (800) 207-2872
BROKERS AND BANKS, PLEASE CALL (212) 269-5550
VOTING AND PROXY PROCEDURES
The Company's Board of Directors has fixed the close of business on
September 27, 1999 as the record date (the "Record Date") for determining
the stockholders of the Company entitled to vote at the Annual Meeting and
any adjournment thereof. According to the Company, as of the Record Date,
the Company had outstanding 16,840,975 shares of common stock, no par value
per share (the "Common Stock"). Each share of Common Stock is entitled to
one vote with respect to each matter to be voted on at the Annual Meeting,
except with respect to the election of directors where votes may be
cumulated as described under "Election of Directors." According to the
Company's bylaws, directors shall be elected by a plurality of the votes of
the shares present in person or represented by proxy at the Annual Meeting
and entitled to vote on the election of directors.
Shares represented by the enclosed GREEN proxy card will be voted as
specified. If no specification is made, shares represented by the enclosed
GREEN proxy card will be voted for the election of the Committee Nominees
as directors of the Company. An executed proxy may be revoked either by a
later-dated proxy concerning the same matters, by voting in person at the
Annual Meeting, or by giving notice of revocation in writing to the
Secretary of the Company.
The Committee knows of no other business to be presented at the Annual
Meeting, but if other matters do properly come before the Annual Meeting,
the persons named in the enclosed Proxy will use their discretion to vote
on such matters in accordance with their best judgment.
IF YOU OWN YOUR SHARES IN THE NAME OF A BROKERAGE FIRM, BANK NOMINEE OR
OTHER INSTITUTION, THEY CANNOT VOTE YOUR SHARES OF COMMON STOCK UNTIL THE
BROKER OR BANKER RECEIVES SPECIFIC INSTRUCTIONS FROM YOU. ACCORDINGLY, YOU
SHOULD CONTACT THE PERSON RESPONSIBLE FOR YOUR ACCOUNT TO MAKE SURE THAT A
PROXY IS EXECUTED FOR YOUR COMPANY COMMON STOCK ON THE GREEN PROXY CARD.
<PAGE>
REASONS FOR THIS SOLICITATION
INTRODUCTION
As shareholders of the Company, the Committee is dissatisfied with the
Company's share price performance in recent years. The Company's stock has
significantly under performed both the Standard & Poor's ("S&P") 500 Stock
Index and the S&P Chemical Index. The Committee believes that the
directors and certain members of management of the Company need to be
replaced to maximize shareholder value, improve earnings, and restore
analysts' confidence in the Company.
GENERAL PERFORMANCE AND OPERATIONAL PROBLEMS OF THE COMPANY
The Board of Directors of the Company has been led by the same Chairman
and board members since the early 1980s and the Company reported continuous
losses through 1986. Since 1986, the Company benefited from a strong
management team that grew the Company significantly in both sales and
earnings for 12 straight years. Unfortunately, the operating success of
the Company has not been reflected in the share price.
FROM 1995 TO 1999, UNDER THE LEADERSHIP OF MR. MUNN, THE COMPANY'S SALES
GREW FROM APPROXIMATELY $20.5 MILLION TO $46.0 MILLION, OR OVER 120%. OVER
THAT SAME TIME PERIOD, HOWEVER, AS IS INDICATED IN THE PERFORMANCE GRAPH
INCLUDED IN THE COMPANY'S PROXY STATEMENT, YOU HAVE RECEIVED A TOTAL RETURN
ON YOUR INVESTMENT IN THE COMPANY COMMON STOCK OF LESS THAN 10%. IN FACT,
FROM JUNE 2, 1994 THROUGH SEPTEMBER 30, 1999, THE VALUE OF THE COMMON STOCK
ACTUALLY DECREASED MORE THAN 20%. DURING THIS SAME TIME PERIOD, THE BOARD
GRANTED TO THEMSELVES OPTIONS TO ACQUIRE 1.9 MILLION SHARES OF COMMON STOCK
(AN AMOUNT EQUAL TO APPROXIMATELY 13% OF THE OUTSTANDING SHARES OF COMMON
STOCK AT THAT TIME), AND YOUR INCUMBENT CHAIRMAN OF THE BOARD, DR. HOCKIN,
SOLD A TOTAL OF APPROXIMATELY 1.1 MILLION SHARES OF THE COMPANY'S STOCK,
WHICH, IN THE COMMITTEE'S OPINION, UNDERMINED THE CONFIDENCE OF PROSPECTIVE
INVESTORS AND COMPANY SHAREHOLDERS. IN ADDITION, AS IS DISCLOSED IN THE
COMPANY'S PROXY STATEMENT, THE COMPANY LOANED DR. HOCKIN OVER $400,000 TO
ENABLE HIM TO EXERCISE OPTIONS AND SELL SHARES OF COMMON STOCK, AT AN
INTEREST RATE LOWER THAN THE INTEREST RATE THE COMPANY WAS BEING CHARGED
FOR ITS OWN BANK CREDIT FACILITIES. ACCORDING TO THE COMPANY'S PROXY
STATEMENT, YOUR CURRENT BOARD OF DIRECTORS (OTHER THAN MESSRS. TIRMAN AND
MERRIMAN) HOLD IN THE AGGREGATE 2,766,033 SHARES OF THE COMPANY'S COMMON
STOCK, OF WHICH AN AGGREGATE OF 1,900,000 SHARES ARE HELD IN THE FORM OF
STOCK OPTIONS GRANTED TO THE DIRECTORS, AND AN AGGREGATE OF 652,755 SHARES
ARE HELD IN AN EMPLOYEE BENEFIT TRUST, FOR WHICH CERTAIN DIRECTORS SERVE AS
TRUSTEES, LEAVING AN AGGREGATE OF 213,278 SHARES (OR APPROXIMATELY 1.3% OF
THE OUTSTANDING COMMON STOCK) HELD DIRECTLY BY THE DIRECTORS. BY CONTRAST,
MESSRS. TIRMAN AND MERRIMAN OWN AN AGGREGATE OF 1,410,000 SHARES (OR
APPROXIMATELY 8.4% OF THE OUTSTANDING COMMON STOCK), ALL OF WHICH WAS
PURCHASED ON THE OPEN MARKET BY THESE TWO GENTLEMEN OVER THE LAST TWO YEARS
AND MESSRS. MUNN AND BLOOM OWN AN AGGREGATE OF 771,586 SHARES (OR
APPROXIMATELY 4.6% OF THE OUTSTANDING COMMON STOCK). DURING THIS SAME
TIME PERIOD, MESSRS. MUNN AND CAVAZOS SOLD NO SHARES UNTIL EACH WAS NO
LONGER EMPLOYED BY THE COMPANY, BEING MARCH AND APRIL, 1999, RESPECTIVELY.
FROM MARCH 1999 UNTIL THE PRESENT, THEY SOLD AN AGGREGATE OF 481,200 AND
100,000 SHARES, RESPECTIVELY. MR. BLOOM SOLD NO SHARES DURING THIS TIME
PERIOD.
The incumbent board can also take credit for the following:
* Failing to provide management with appropriate direction and
strategy for the Company to enhance the value of the Common Stock.
* Failing to pursue opportunities that could have provided
substantial value to the Company's shareholders. You should know that
in 1998 the Board summarily rejected a $1.95 per share offer for all
of the Company's shares when the Common Stock was trading at
approximately $1.25 to $1.35 per share. The potential buyer had
initially offered $2.25 per share, and after the Board dragged its
feet in the negotiation of this offer, the buyer withdrew it. Mr.
Tirman, in his capacity as a shareholder of the Company and at the
request of the Board, assisted in getting the parties back to the
negotiating table, but the buyer reduced his offer to $1.80 per share.
Mr. Tirman also managed to negotiate the offer up to $1.95 which was
then rejected by the Board. This financial opportunity would have
represented a premium to you of between 48% and 56% per share. You
should note that, as is customary in sales to financial buyers, the
Company's management employees, including Messrs. Munn, Bloom and
Cavazos, were given the option of retaining their financial interests
in and positions with the Company upon consummation of the
transaction. Although the transaction did not progress to the point
where any management employee knew the terms of his financial interest
or employment or compensation arrangement, Mr. Munn abstained from
voting on this transaction due to his potential interest.
THE COMMITTEE'S PLANS FOR THE COMPANY
The Committee is concerned with the poor performance of the Company's
Common Stock. Mr. Tirman has been a shareholder since October 1997 and as
early as January 1998, Mr. Tirman began seeking discussions with the
Company's Board regarding measures they could take to improve shareholder
value. Mr. Tirman had dozens of discussions over the ensuing year,
culminating in the Board's decision to add Messrs. Tirman and Merriman to
the Board in June 1999. Following their election to the Board, Messrs.
Tirman and Merriman continued to urge the remaining directors to take
action to improve the performance of the Company's Common Stock, to no
avail. Messrs. Munn, Bloom and Cavazos also believe that prior to the
termination of their employment, the Board failed to provide them with the
guidance they needed or any strategic direction for the Company. The
Committee was formed because the members believe it is now time to
restructure the Board with members who hold the interests of all
shareholders first and foremost.
It is the Committee's belief that the true value of the Company's Common
Stock is between $2 and $3 per share. This is based on an analysis of what
a strategic buyer and a financial buyer would pay for the Company, although
it is not the Committee's intent to seek the sale of the Company, nor has
the Committee been involved in any discussions to that effect. These
estimates are based on the Committee's analysis of the EBITDA that could
be achieved by the Company if it divested unprofitable product lines,
although such product lines have not been identified. Current EBITDA is in
the range of $4.4 million and it is not uncommon for a buyer to achieve
cost savings in the range of 5%-10% of sales, or approximately $2.35 to
$4.7 million in the case of the Company. It is our opinion that a
strategic buyer would pay in the range of 6.5X EBITDA, and a financial
buyer would pay in the range of 8.5X EBITDA. These ranges are also based
on prior contacts Mr. Tirman had, solely in his capacity as a member of the
Company's Board and at the behest of the Board, with several strategic and
financial buyers to discuss potential strategic transactions.
Messrs. Merriman and Tirman, who have served as directors of the Company
since June 1999, have recognized the problems with the current Board and
have agreed to serve as Committee Nominees. The Committee believes that
these two current Board members, together with Messrs. Munn and Bloom, two
former executive officers of the Company who were dissatisfied with the
lack of guidance they received from, and the lack of strategic direction
demonstrated by, the prior Board, will provide continuity that can enhance
an effective implementation of a strategic plan to maximize shareholder
value. Moreover, the Company's Board will benefit from the addition of
Messrs. Barnes and Ballard, both of whom are experienced in financial and
strategic business matters.
The Committee Nominees would, if elected, consider the following
measures:
(1) Consider and develop strategic policies and proposals intended to
enhance shareholder value in the long or short term including, without
limitation,
* divest non-core business activities and product lines to
enable the Company to focus its efforts on its core competencies;
although it is not the intent of the Committee to actively seek
the sale of the Company as a whole
* focus on higher margin products to increase operating and
net margins
* increase operating cash flow
* pursue roll-up or growth acquisition strategy for other
privately owned businesses operating in similar businesses to the
Company's core businesses
* reduce the number of shares outstanding through a share
repurchase program
(2) Engage advisors to advise and assist the board of directors, which
advisors may include, among others, an investment banking firm that will
pursue strategic combinations for the Company;
(3) Retain most current members of senior management, and make such
changes as are necessary to take advantage of available opportunities and
to meet challenges in order to keep pace with changes in the industries
that the Company serves, although it is not the Committee's intent that
Messrs. Munn, Bloom or Cavazos will have any managerial role with the
Company (other than Messrs. Munn and Bloom's serving as members of the
Board); and
(4) Utilize the Company's resources in a more efficient manner in an
effort to grow the Company's earnings per share to match its growth in net
revenues.
There can be no assurance that the Committee will be successful in
implementing any of these measures, or that the profitability of the
Company or shareholder value will be increased if the Committee is
successful in implementing any of these measures.
The objective of the Committee Nominees is to engage in these and other
similar activities in an effort to increase the Company's stock price.
Their primary focus will be to increase the per share price of the Common
Stock out of the $1.00 to $1.50 range at which it has been trading for the
last ten years. The Committee believes that a more focused effort on
operating results, including top-line growth and operating margin
expansion, coupled with a reduced number of outstanding shares will lead to
a significantly higher stock price.
<PAGE>
ELECTION OF DIRECTORS
GENERAL
The Company's bylaws provide that the Board of Directors be comprised of
at least five and not more than nine members as determined by the Board of
Directors. According to publicly available information, the number of
Directors is currently set at six, all of whose terms will expire at the
Annual Meeting. The Committee has nominated the Committee Nominees to fill
the six director positions which will expire at the Annual Meeting. The
Committee Nominees are listed below and have furnished the following
information concerning their principal occupations and certain other
matters. Each Committee Nominee, if elected, would hold office until the
2000 Annual Meeting of Stockholders or until his or her successor has been
elected and qualified.
CUMULATIVE VOTING
In the election of directors, each shareholder has the following rights:
(i) to vote the number of shares owned by the shareholder for as many
persons as there are directors to be elected and for whose election the
shareholder has a right to vote or (ii) to cumulate the shareholder's
votes. Cumulation of votes means that each shareholder has a number of
votes equal to the number of shares owned by the shareholder multiplied by
the number of directors to be elected, and a shareholder may cumulate such
votes for a single candidate or distribute such votes among as many
candidates as the shareholder deems appropriate.
Under California law, a shareholder may cumulate votes only for a
candidate or candidates whose names have been placed in nomination prior to
the voting, and only if the shareholder has given notice at the Meeting
prior to the voting of the shareholder's intention to cumulate votes. If
any one shareholder has given such notice, all shareholders may cumulate
their votes for the candidates in nomination. The proxy accompanying this
Proxy Statement grants discretionary authority to cumulate votes to the
extent necessary to ensure that all of the Committee Designees are elected.
Votes against a candidate and votes withheld have no legal effect. The
director nominees receiving the greatest number of votes at the Meeting
will be elected to the Board of the Company. Abstentions and broker non-
votes will not be taken into account in determining the outcome of the
election.
The Committee members intend to give notice to the Company of their
intent to cumulate their votes to the extent necessary to ensure that all
of the Committee Nominees are elected.
THE COMMITTEE NOMINEES
Certain information with respect to Committee Nominees is as follows:
D. Jonathan Merriman, 39, has served as Managing Director and Head of
the Equity Capital Markets Group of First Security Van Kasper, San
Francisco, California, an investment banking firm, since 1998. Prior to
that, he served as Managing Director and Head of Capital Markets at the
Seidler Companies, Los Angeles, California, an investment banking firm,
from 1997 to 1998 and as Director of Equities for Dabney/Resnick/Imperial,
LLC, Beverly Hills, California, an investment banking firm, from 1994 to
1997. Mr. Merriman has served as a director of the Company since June 22,
1999 and also serves as a director of Brio Industries, Inc. Mr. Merriman's
business address is 600 California Street, Suite 1700, San Francisco, CA
94108.
Geoffrey Tirman, 35, has served as President of Talisman Capital Inc.
and Talisman Capital Opportunity Inc., Little Rock, Arkansas since 1997.
These corporations serve as the investment manager of Talisman Capital Ltd.
and Talisman Capital Opportunity Fund Ltd., respectively, which are British
Virgin Islands investment companies. Prior to that, from 1994 to 1997 he
was Senior Vice President of Everest Capital Ltd., Hamilton, Bermuda, an
investment company, and from 1993 to 1994 he served as Vice President of
Everest Capital Ltd. Mr. Tirman has served as a director of the Company
since June 22, 1999 and also serves Chairman of the Board of Environmental
Remediation Holding Corporation and as Vice Chairman of China Web, Ltd.
Mr. Tirman's business address is 16101 LaGrande Drive, Suite 100, Little
Rock, AR 72223.
Allen D. Barnes, 39, has served as President and Chief Executive Officer
of PAC ONE, Inc. a flexible packaging manufacturer, since 1988. From 1987
to 1988 he served as president of GNC Acquisition Corporation, a company
formed to evaluate and purchase manufacturing operations. Prior to that,
he served as Vice President of Capital Services, Inc. and Financial
Guaranty Corporation, investment banking firms based in Atlanta, Georgia,
and prior to that served as assistant secretary for Irving Trust Company,
New York. Mr. Barnes also serves on the board of Innoflex, Inc. Mr.
Barnes' business address is 1633 Mount Vernon Road, Atlanta, GA 30338.
James T. Munn, 60, served as President and Chief Executive Officer of
the Company from September 1986 until March 1999, when his employment was
terminated. Mr. Munn's address is 666 W. 21st St., Upland, CA 91784.
Howard J. Bloom, 65, served as Vice President of the Company from June
1998 until June 1999, when he retired. Prior to that, he served as
Director of Operations of the Company for more than the previous five
years. Mr. Bloom currently manages private investments and his address is
25162 Campina Drive, Mission Viejo, CA 92691.
Claude M. Ballard, 70, has been a Senior Consultant and shareholder of
Goldman, Sachs & Company since 1988 and prior to that was a general partner
of Goldman Sachs & Company since 1981. He also serves on the boards of
Bedford Property Investors, CBL and Associates, Taubman Center, Inc., and
The Mony Group, and is the Chairman of Merit Equity Investors. Mr.
Ballard's business address is 7 St. John's Place, Little Rock, AR 72207.
For information regarding the compensation paid by the Company to
Messrs. Munn and Bloom for the last three fiscal years, see the Company's
proxy statement. For information regarding compensation paid to non-
employee directors of the Company, see the Company's proxy statement.
However, both Mr. Merriman and Tirman waived their director's fees during
the last fiscal year. The Committee Nominees will receive director's fees
upon their election to the Company's Board in accordance with the Company's
practice at the time.
The Committee recommends that the shareholders vote FOR all of the
foregoing Committee Nominees. Two of the Committee Nominees, Messrs.
Merriman and Tirman, are currently directors of the Company and are also
named as management nominees in the Company's proxy statement.
COMMON STOCK OWNERSHIP OF COMMITTEE NOMINEES
The following table sets forth the beneficial ownership, as of September
27, 1999, of the Common Stock by each of the Committee Nominees. Except as
otherwise indicated below, all shares indicated as beneficially owned are
held with sole voting and investment power.
<TABLE>
<CAPTION>
NAME NUMBER OF SHARES PERCENT
<S> <C> <C>
D. Jonathan Merriman 150,0000 .9%
Geoffrey Tirman 1,260,000(1) 7.5%
James T. Munn 578,752 3.4%
Howard J. Bloom 192,834(2) 1.2%
Allen D. Barnes 0 0
Claude M. Ballard 0 0
</TABLE>
_______________
(1)Includes 1,250,000 shares of Common Stock owned of record by Talisman
Capital Opportunity Fund Ltd. Mr. Tirman is the President and sole
stockholder of Talisman Capital Opportunity Fund Inc., the investment
manager of Talisman Capital Opportunity Fund Ltd. Mr. Tirman disclaims
beneficial ownership of these shares. Also includes 10,000 shares of
Common Stock owned of record by the Tirman's Children's Trust, for which
Mr. Tirman serves as trustee. Mr. Tirman disclaims beneficial ownership
of these shares.
(2)Includes 122,334 shares of Common Stock owned of record by the Bloom
Family Trust, for which Mr. Bloom and his wife serve as co-trustees. As
co-trustees, Mr. Bloom and his wife share voting and investment power
over the shares of Common Stock owned by the Bloom Family Trust.
_________________________
ADDITIONAL INFORMATION REGARDING COMMITTEE NOMINEES
None of the Committee Nominees have any family relationships with any
executive officer or director of the Company or each other, or has been
involved in any legal proceedings of the type required to be disclosed by
the rules governing this solicitation. However, Mr. Munn is the plaintiff
in a lawsuit filed in September 1999 against the Company and certain of its
current and former directors, claiming that the directors breached their
fiduciary duties to the Company's public shareholders by failing to
consider a $1.95 per share tender offer for the Company.
<PAGE>
INFORMATION CONCERNING THE COMMITTEE
MEMBERS OF THE COMMITTEE
In addition to Messrs. Merriman, Tirman, Bloom and Munn, who are
described under "The Committee Nominees," the Committee is comprised of the
following entities and individuals:
<TABLE>
<CAPTION>
NAME BUSINESS ADDRESS
<S> <C>
Roberto J. Cavazos, Jr.(1) 1539 Spyglass Dr.
Upland, CA 91786
The Miller Family Partnership(2) 764 Jessanda Circle
Lakeland, FL 33813
Mac Van Horn(3) 1110 West C Street
Russellville, AR 72801
Talisman Capital Opportunity Fund, Ltd.(4) Harbour Centre, 4th Floor
P. O. Box 61 GT North Church Street
Grand Cayman, BWI
</TABLE>
_______________
(1)Mr. Cavazos served as Chief Financial Officer for the Company from March
1989 to March 1999, and as interim Chief Executive Officer of the
Company from March 1999 to April 1999. Mr. Cavazos resigned from the
Company in April 1999 and currently manages private investments.
(2)The Miller Family Partnership is a Florida partnership organized in
December 1998 to hold investments for the Miller family. Its partners
are Truman Miller and Marie Miller.
(3)Mac Van Horn serves as Chairman of MVH Corporation, a private investment
corporation with interests in manufacturing and real estate. He also
serves as Managing Partner of H.G.V. Development Corporation, Chairman
of Magnifico, and on the Board of Directors of River Valley Bancorp. He
previously served as Chairman and Chief Executive Officer of Sugar Creek
Foods, a food manufacturing company.
(4)Talisman Capital Opportunity Fund, Ltd.'s principal business is the
investment in the securities of private and public companies. Mr.
Tirman is the President and sole stockholder of the corporate investment
managers of Talisman Capital Opportunity Fund, Ltd.
_________________________
COMMON STOCK OWNERSHIP OF THE COMMITTEE
Except for Messrs. Merriman, Tirman, Bloom and Munn, whose beneficial
ownership of Company Common Stock is set forth above under the heading
"Common Stock Ownership of Committee Nominees," the following table sets
forth the beneficial ownership, as of September 27, 1999, of the Common
Stock by each member of the Committee. Except as otherwise indicated
below, all shares indicated as beneficially owned are held with sole voting
and investment power.
<TABLE>
<CAPTION>
NAME NUMBER OF SHARES PERCENT
<S> <C> <C>
Roberto J. Cavazos, Jr. 66,822 0.4%
Mac Van Horn 85,000(1) 0.5%
The Miller Family Partnership 589,752 3.5%
Talisman Capital Opportunity Fund, Ltd. 1,250,000 7.4%
</TABLE>
_______________
(1)The shares of Common Stock are owned of record by the Van Horn Family
Partnership, of which Mr. Van Horn is the sole general partner.
_________________________
ADDITIONAL INFORMATION REGARDING COMMITTEE MEMBERS
Except as set forth in this Proxy Statement (including Schedule I
hereto), none of the members of the Committee, any of the Committee
Nominees, or any other participant in this solicitation, or any of their
respective associates: (i) directly or indirectly beneficially owns any
shares of Common Stock or any other securities of the Company; (ii) has had
any relationship with the Company in any capacity other than as a
shareholder; (iii) is or has been a party to any transactions, or series of
similar transactions, within the past year with respect to any securities
of the Company, including but not limited to, joint ventures, loan or
option arrangements, puts or calls, guarantees against loss or guarantees
of profit, division of losses or profits, or the giving or withholding of
proxies; (iv) is or has been a party to, or otherwise had a direct or
indirect material interest in, any transaction or series of similar
transactions within the past year with the Company in which the amount
involved exceeds $60,000; (v) has been indebted to the Company since the
beginning of the Company's last fiscal year; or (vi) has any arrangement or
understanding with respect to future employment by the Company or with
respect to any future transactions to which the Company or any of its
affiliates will or may be a party.
SOLICITATION OF PROXIES
The Committee has not, prior to the date of this Definitive Proxy
Statement, solicited any proxies or indications of interest from any
Company shareholder. Statements to the contrary attributed to Mr. Tirman
in the October 22, 1999 edition of the "Inland Valley Daily Bulletin" were
incorrect. During Mr. Tirman's interview with the "Inland Valley Daily
Bulletin," he gave a personal estimate or guess as to the percentage of the
outstanding shares of Common Stock that support the Committee's
solicitation, for which he had no reasonable basis. Other than the
2,923,160 shares of Common Stock (or 17.4% of the outstanding shares) that
the Committee members have agreed to vote in favor of the Committee
Nominees, the Committee has no particular knowledge of how other Company
shareholders will vote. The Committee may solicit proxies by mail, courier
service, advertisement, telephone, telecopies, global computer networks
(including the Internet), and in person. The Committee has entered into an
agreement with D. F. King & Co., Inc. pursuant to which D. F. King has
agreed to assist the Committee with its solicitation of proxies. D. F.
King is to receive a fee not to exceed $30,000, plus reimbursement for its
reasonable out-of-pocket expenses.
It is anticipated that D. F. King will make available approximately 30
persons in connection with its efforts on behalf of the Committee. In
addition to the solicitation of proxies from retail investors, brokers,
banks, nominees and other institutional holders, such persons will, among
other activities, provide consultation pertaining to the planning and
organization of the proxy solicitation. The Committee has also agreed to
indemnify D. F. King against certain liabilities and expenses relating to
the proxy solicitation.
Bank, brokers, custodians, nominees and fiduciaries, and other
custodians, will be required to forward solicitation materials to the
beneficial owners of the Common Stock. The Committee will reimburse such
institutions for their reasonable out-of-pocket expenses incurred in
forwarding these materials to the beneficial owners.
The entire cost of the Committee's solicitation will be borne by the
Committee. The Committee estimates that its total expenditures relating to
the solicitation of proxies will be approximately $50,000, plus the fees
payable to D. F. King and additional expenditures if there is litigation.
To date, the Committee has incurred cash expenditures of $10,000. If the
Committee Nominees are elected to the Company's Board, the Committee plans
to seek reimbursement for such expenses from the Company and does not plan
to submit the question of such reimbursement to a vote of security holders.
ADDITIONAL INFORMATION
The Committee has prepared portions of this Proxy Statement based on
publicly available information on the Company and assumes no responsibility
for the accuracy or completeness of any such information contained herein.
In reliance upon Rule 14a-5(c) of the Securities Exchange Act of 1934,
reference is made to the proxy statement dated October 4, 1999 which is
being sent to you by the Company for a full description of management's
director nominees as well as information with respect to the number of
shares eligible to vote at the meeting, the date, time and place of the
Annual Meeting, the quorum, the record date, the securities ownership of
the Company, and information about the Company's officers and directors,
including compensation information. Also included in the Company's proxy
statement is the date by which shareholder proposals intended to be
submitted at the Company's next annual meeting must be received by the
Company for inclusion in the Company's proxy statement.
PLEASE INDICATE YOUR SUPPORT OF THE PACER TECHNOLOGY SHAREHOLDER'S
COMMITTEE BY COMPLETING, SIGNING AND DATING THE ENCLOSED GREEN PROXY CARD
AND RETURNING IT PROMPTLY TO D.F. KING & CO., INC., 77 WATER STREET, NEW
YORK, NEW YORK 10005 IN THE ENCLOSED ENVELOPE. NO POSTAGE IS NECESSARY IF
THE ENVELOPE IS MAILED IN THE UNITED STATES.
THE PACER TECHNOLOGY SHAREHOLDER'S COMMITTEE
Little Rock, Arkansas
November 3, 1999
<PAGE>
SCHEDULE I
TRANSACTIONS IN THE COMPANY'S COMMON STOCK
BY COMMITTEE MEMBERS AND NOMINEES
DURING PAST TWO YEARS
<TABLE>
<CAPTION>
TYPE OF NUMBER
TRANSACTION OF
NAME TRADE DATE P/S SHARES
<S> <C> <C> <C>
Howard Bloom None
Allen D. Barnes None
Claude M. Ballard None
James T. Munn 12/09/87 P 20,000
06/30/88 P 10,000
02/26/90 P 25,000
11/09/90 P 13,333
05/08/91 P 50,000
01/08/92 S 10,000
01/20/92 S 10,000
01/30/92 S 10,000
03/19/99 S 150,000
03/19/99 S 57,000
03/23/99 S 43,000
03/30/99 S 72,500
07/15/99 S 10,000
07/22/99 S 20,000
07/22/99 S 10,000
07/26/99 S 26,300
07/27/99 S 6,400
07/28/99 S 17,500
07/29/99 S 21,000
07/30/99 S 6,000
08/04/99 S 7,500
08/05/99 S 1,500
08/25/99 S 9,400
08/26/99 S 8,100
09/07/99 S 15,000
D. Jonathan Merriman 04/23/99 P 30,000
04/30/99 P 70,000
06/14/99 P 50,000
The Miller Family Partnership None
Roberto J. Cavazos, Jr. 04/01/99 S 28,200
04/05/99 S 1,000
04/07/99 S 26,500
04/15/99 S 19,300
04/16/99 S 25,000
Mac Van Horn Family Partnership 07/23/98 P 10,000
07/24/98 P 8,500
07/27/98 P 1,100
07/28/98 P 5,000
07/30/98 P 3,000
07/31/98 P 12,000
08/03/98 P 10,400
08/04/98 P 10,000
08/10/98 P 7,500
08/14/98 P 7,500
05/12/99 P 10,000
Scott B. Van Horn 09/28/98 P 5,000
10/09/98 P 5,000
10/15/98 P 6,000
10/20/98 P 4,000
Talisman Capital Opportunity Fund, Ltd. 02/06/98 P 8,000
02/09/98 P 1,400
02/10/98 P 17,800
02/11/98 P 39,900
02/13/98 P 24,000
02/17/98 P 23,500
02/19/98 P 8,600
02/20/98 P 12,000
02/23/98 P 13,000
02/24/98 P 16,800
02/25/98 P 39,500
03/02/98 P 16,500
03/03/98 P 11,100
03/04/98 P 68,800
03/12/98 P 4,500
03/13/98 P 5,200
03/16/98 P 12,500
03/17/98 P 14,200
03/18/98 P 45,500
03/19/98 P 52,000
03/20/98 P 15,000
03/30/98 P 6,700
03/31/98 P 35,200
04/07/98 P 14,200
04/08/98 P 12,000
04/09/98 P 5,100
04/14/98 P 21,500
04/15/98 P 67,900
04/15/98 P 43,000
04/22/98 P 11,000
04/30/98 P 32,800
05/29/98 P 6,500
06/30/98 P 5,000
07/07/98 P 7,900
07/31/98 P 14,300
02/26/99 P 2,500
03/10/99 P 37,500
03/12/99 P 5,000
03/15/99 P 48,600
03/16/99 P 31,100
03/23/99 P 42,400
03/25/99 P 15,000
03/26/99 P 1,000
03/29/99 P 73,000
04/07/99 P 40,500
04/19/99 P 103,011
05/26/99 P 17,200
06/04/99 P 65,000
06/11/99 P 15,489
06/17/99 P 19,800
</TABLE>
<PAGE>
PROXY SOLICITED BY THE PACER TECHNOLOGY SHAREHOLDER'S COMMITTEE
PACER TECHNOLOGY
1999 ANNUAL MEETING
This Proxy is solicited on behalf of the Pacer Technology Shareholder's
Committee for use at the 1999 Annual Meeting of Stockholders to be held on
November 16, 1999 ("the Annual Meeting"). The undersigned hereby appoints
Geoffrey Tirman and Mark A. Lee, and each of them, attorneys and proxies
with full power of substitution, to vote in the name of and as proxy for
the undersigned at the Annual Meeting, and at any adjournment, postponement
or rescheduling thereof on the following matters:
The Committee recommends a vote "FOR" Proposal No. 1.
(1) To elect the following nominees as directors to serve until the next
Annual Meeting of Stockholders and until their successors are elected and
qualified: D. Jonathan Merriman, Geoffrey Tirman, Howard J. Bloom, James
T. Munn, Allen D. Barnes, Claude M. Ballard.
[ ] FOR ALL NOMINEES LISTED ABOVE (except as indicated to the contrary
below)
[ ] WITHHOLD AUTHORITY to vote for all nominees listed above
(To withhold authority to vote for any specific nominee(s), mark the
"FOR" box and write the name of each such nominee on the line provided
below:
_______________________________________________________________________________
(2) To consider and take action upon such other matters as may properly
come before the meeting or adjournments or postponements thereof.
PROPERLY EXECUTED PROXIES WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED. IF NO SUCH DIRECTIONS ARE GIVEN, SUCH PROXIES WILL BE
VOTED FOR ALL NOMINEES REFERRED TO IN PARAGRAPH (1) AND ON SUCH OTHER
MATTERS AS MAY COME BEFORE THE ANNUAL MEETING AS THE PROXY HOLDERS DEEM
ADVISABLE.
EXCEPT WITH RESPECT TO ANY NOMINEE AS TO WHOM THE UNDERSIGNED HAS WITHHELD
AUTHORITY TO VOTE, THIS PROXY ALSO CONFERS UPON THE PROXY HOLDERS THE
DISCRETION TO CUMULATE THE UNDERSIGNED'S VOTES TO THE EXTENT NECESSARY TO
ENSURE THE ELECTION OF ALL COMMITTEE NOMINEES.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE
ENVELOPE PROVIDED.
The undersigned revokes any prior proxies to vote the shares covered by
this Proxy.
Date: _______________________, 1999
___________________________________
Signature(s)
___________________________________
Signature, if held jointly
Note: Please sign exactly as name
appears above. When shares are held
by joint tenants, both should sign.
When signing as attorney, executor,
administrator, trustee or guardian,
please give full title as such. If
a corporation, please sign in
corporate name by President or
other authorized officer. If a
partnership, please sign in
partnership name by authorized
person.
