UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
_______________
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1934
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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)
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PACER TECHNOLOGY SHAREHOLDER'S COMMITTEE
Dear Fellow Shareholder:
The Pacer Technology Committee, which consists of two current
directors-John Merriman and Geoffrey Tirman-as well as Howard Bloom,
Roberto Cavasos, the Miller Family Partnership, James Munn, and Mac Van
Horn, represents 2,987,408 shares or approximately 17.8% of the outstanding
shares of Pacer Technology. WE HAVE FORMED THIS COMMITTEE BECAUSE WE
BELIEVE IT IS NOW TIME TO RESTRUCTURE THE BOARD WITH MEMBERS THAT HOLD THE
INTEREST OF ALL SHAREHOLDERS FIRST AND FOREMOST. Accordingly; we will
propose a new slate of board candidates to develop a strategy and take the
necessary actions to enhance shareholder value and finally reward the
Company's loyal supporters.
The Board of Directors of Pacer Technology has been led by the same
chairman and his handpicked board members since the early 1980. The
Company reported continuous losses until 1986.
Since 1986, Pacer has 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 its share price.
THE INCUMBENT CHAIRMAN OF THE BOARD AND SELECTED OUTSIDE MEMBERS
MANAGED TO DILUTE THE INTERESTS OF ALL OTHER SHAREHOLDERS BY GRANTING
THEMSELVES MILLIONS OF WARRANTS AND OPTIONS. Furthermore, they
continuously sold shares in the open market thereby reaping huge financial
rewards for themselves while undermining the confidence of prospective
investors and shareholders in the Company's stock.
The incumbent board should, however, take credit for the following:
* Failing to provide management with appropriate direction and
strategy for the Company to enhance the value of the stock.
* Failing to pursue opportunities that could have provided
substantial value to the Company's shareholders. YOU SHOULD KNOW
THAT IN 1998 THE BOARD OF DIRECTORS SUMMARILY REJECTED A $1.95
PER SHARE OFFER FOR ALL OF THE COMPANY'S SHARES WHEN PACER
TECHNOLOGY WAS TRADING AT APPROXIMATELY $1.25 TO $1.35 PER SHARE.
THIS FINANCIAL OPPORTUNITY WOULD HAVE REPRESENTED A PREMIUM TO
YOU OF BETWEEN 48% AND 56% PER SHARE.
SHORTLY, YOU WILL RECEIVE THE COMPANY'S PROXY STATEMENT SOLICITING
YOUR SUPPORT FOR THE INCUMBENT BOARD. WE RESPECTFULLY ASK THAT YOU DELAY
YOUR VOTE UNTIL YOU RECEIVE OUR PROXY STATEMENT.
We are preparing additional information about the current Board of
Directors, as well as our new slate.
DO NOT SIGN ANY PROXY SENT TO YOU BY THE PACER TECHNOLOGY BOARD OF
DIRECTORS.
Sincerely,
The Pacer Technology Shareholder's Committee
IF YOU HAVE ANY QUESTIONS
OR NEED ASSISTANCE PLEASE CALL OUR PROXY SOLICITOR:
D.F. KING & CO., INC.
77 WATER ST.
NEW YORK, NY 10005
1-(800)207-2872
