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))
[ ] Definitive Proxy Statement
[X] 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>
IMPORTANT MESSAGE TO
PACER TECHNOLOGY SHAREHOLDERS
TIME IS EXTREMELY SHORT
The Pacer Technology Shareholder's Committee is soliciting your vote
for the upcoming annual meeting to be held on November 16, 1999. The
Committee was formed because it is dissatisfied with the Company's share
price performance in recent years led by your current Board of Directors
and feels that now is time for change.
Let's Examine the Facts:
* Pacer's stock price is down 11% since mid-1994 and has been "flat"
for the entire decade, significantly under performing both the
Standard & Poor's (S&P) 500 Stock Index and the S&P Chemical Index.
* Since 1995 your current Board has granted to themselves options to
acquire 1.9 million shares of common stock, which equates to an
astounding "director option overhang" of 13% of Pacer's outstanding
stock.
* Your current Board (other than Messrs. Tirman and Merriman)
currently owns in the aggregate less than 1.5% of the outstanding
Pacer stock, and Chairman Hockin and Mr. Reynolds own NO Pacer stock
(other than in the form of stock options). And, since 1995 Chairman
Hockin has sold an aggregate of 1.1 million shares of Pacer stock.
By contrast, Messrs. Tirman, Merriman, Munn and Bloom own in the
aggregate approximately 13% of the outstanding Pacer stock.
* In 1998, your Board rejected a $1.95 per share offer for all of the
Company's shares. You should know that the potential buyer had
initially offered $2.25 per share but later withdrew it because your
Board dragged its feet in the negotiation, after attempting to
structure the transaction as a two-tiered deal with advantageous
pricing for the Board members.
The Committee believes it is time to restructure the Board with
members who hold the interests of all shareholders first and foremost. The
Committee will consider and develop strategic policies intended to enhance
shareholder value, including the divestiture of non-core businesses and
product lines to focus the Company's efforts on core competencies, a share
repurchase plan and acquisitions of similar businesses to the Company's.
The objective of the Committee Nominees, if elected, will be to pursue
a new strategy designed to increase the value of Pacer Technology and with
it the price of the common stock which has been stagnant for 10 years.
VOTE THE GREEN PROXY CARD TODAY!
IMPORTANT
If your shares are registered in the name of a broker, only your
broker can vote your shares and only after receiving your specific
instructions. You are encouraged to call your broker and instruct him to
notify their proxy department to vote the GREEN proxy card for your
account. In addition, we encourage you to return for your account your
GREEN card promptly after it arrives. If you have any questions or need
assistance in voting, please call D.F. King & Co., Inc. at 1 (800) 207-2872
(toll free).
