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:
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(4) Date Filed:
<PAGE>
PACER TECHNOLOGY SHAREHOLDER'S COMMITTEE
Dear Fellow Shareholder:
WE NEED TO SET THE RECORD STRAIGHT!
The Pacer Board keeps telling you that we intend to replace members of
Pacer's management team. How many times do we need to tell the Board that
this is simply not the basis for this proxy solicitation. We have repeated
several times in our proxy materials that we intend to keep most members
of the existing management team.
HOW DOES THE PACER BOARD INCREASE THE VALUE OF YOUR PACER SHARES?
The Pacer Board continues to assert that it had the shareholders'
interests at heart in the "Swander Pace deal." As Mr. Reynolds says
himself in his letter, dated September 1, 1998 (attached as Appendix A),
regarding Swander Pace Capital's reaction to the Board's request that the
strike price of its options be reduced to a penny and its loans be
forgiven, Swander Pace "found the notion of providing a separate set of
shareholders an advantageous price situation through the guise of reducing
the option purchase price to be abhorrent." Swander Pace saw through the
Board's attempts to line its pockets, and we think all Pacer shareholders
should too.
Note that the Board chose not to disclose its negotiating style in its
solicitation materials in spite of the fact that a Pacer shareholder such
as yourself would likely view such information as MATERIAL in evaluating
your investment in Pacer and in determining whether to vote for the Board.
DO NOT SIGN ANY PROXY SENT TO YOU BY THE PACER TECHNOLOGY BOARD OF
DIRECTORS!
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 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.
If your Shares are registered in your own name, please mark, sign and
date the GREEN proxy card and return it to the Pacer Technology
Shareholder's Committee, c/o D.F. King & Co., Inc. in the envelope provided
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
PLEASE INDICATE YOUR SUPPORT OF THE PACER TECHNOLOGY SHAREHOLDER'S
COMMITTEE BY COMPLETING, SIGNING AND DATING THE GREEN PROXY CARD AND
RETURNING IT PROMPTLY TO D.F. KING & CO., INC., 77 WATER STREET, NEW YORK,
NEW YORK 10005. NO POSTAGE IS NECESSARY IF THE ENVELOPE IS MAILED IN THE
UNITED STATES.
CERTAIN INFORMATION CONCERNING PARTICIPANTS AND NOMINEES
The following is a list of the names and stock holdings of the persons and
entities who may be deemed to be "participants" in the Committee's
solicitation with respect to Pacer's annual meeting: D. Jonathan Merriman,
the managing director and head of the Equity Capital Markets Group of a San
Francisco, California-based investment banking firm, a current director of
Pacer, and a nominee of the Committee (150,000 shares); Geoffrey Tirman, a
current director of Pacer, a nominee of the Committee, and the President of
Talisman Capital Opportunity Fund, Ltd. (10,000 shares); James T. Munn, a
nominee of the Committee and the former President and Chief Executive
Officer of Pacer (578,752 shares); Howard J. Bloom, a private investor, a
nominee of the Committee, and a former Vice President of Pacer (192,834
shares); Roberto J. Cavazos, Jr., a private investor and the former Chief
Financial Officer of Pacer (66,822 shares); The Miller Family Partnership,
a Florida partnership organized to hold investments for the Miller family
(589,752 shares); Mac Van Horn, chairman of a private investment
corporation (85,000 shares); and Talisman Capital Opportunity Fund, Ltd.,
whose principal business is investment in the securities of private and
public companies (1,250,000 shares). Collectively, the participants in the
Committee hold 2,923,160 shares, or approximately 17.4%, of the outstanding
Pacer common stock. The other two nominees of the Committee, Allen D.
Barnes, the President and Chief Executive Officer of PAC ONE, Inc., a
flexible packaging manufacturer, and Claude M. Ballard, a shareholder and
senior consultant with Goldman, Sachs & Company, do not hold shares of
Pacer stock.
THE PACER TECHNOLOGY SHAREHOLDER'S COMMITTEE
Little Rock, Arkansas
November 8, 1999
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
APPENDIX A
REYNOLDS & JENSEN, LLP
Attorneys at Law
3233 Arlington Avenue
Suite 203
Riverside, California 92506
____
Larry K. Reynolds
Christopher C. Jensen
____ Telephone (909)787-9400
Telecopier (909)682-7312
September 1, 1998
VIA FAX - (909) 985-9159 VIA FAX - (818) 240-5809
Mr. Joe Brock DeVere McGuffin
896 Carson 401 Meadow Grove
Upland, CA 91786 Flintridge, CA 91011
VIA FAX - (203) 853-7883 VIA FAX - (909) 987-5298
Carl Hathaway James T. Munn, President
119 Rowayton Ave PACER TECHNOLOGY
Rowayton, CT 06853 9420 Santa Anita Avenue
Rancho Cucamonga, CA 91730
VIA FAX - (909) 982-5022
John G. Hockin, II, D.D.S.
600 N. Euclid, Suite 102
Upland, CA 91786
Re: SWANDER PACE
Our File No. 2145-151
Gentlemen:
Accompanying please find a copy of the letter faxed to Swander Pace on
August 28, 1998. I received a call from J. B. Handley in response to my
August 28, 1998 letter. He indicated that the Swander Pace SEC attorneys
found the notion of providing a separate set of shareholders an
advantageous price situation through the guise of reducing the option
purchase price to be abhorrent. They tend to feel that there is a high
exposure of liability to Swander Pace. Based thereon, Mr. Handley
indicated that this issue was a "non-starter". In other words, Swander
Pace will not do a deal where the purchase price for the shares differs
from one group of shareholders to the other.
Bob Cavazos faxed me over the outstanding stock option list this
morning. The total number of options held by each of the six members of
the Board and the exercise price associated therewith are as follows:
<TABLE>
<CAPTION>
EXERCISE
DIRECTOR OPTIONS PRICE TOTAL COST
<S> <C> <C> <C>
J. Munn 500,000 $0.50 $250,000
J. Munn 400,000 $1.00 *$400,000
J. Hockin 1,300,000 $1.00 $1,300,000
D. McGuffin 300,000 $1.00 $300,000
J. Brock 100,000 $1.00 $100,000
C. Hathaway 100,000 $1.00 $100,000
L. Reynolds 100,000 $0.875 $87,500
TOTAL $2,537,500
</TABLE>
* I believe that as of October 1, 1998, only 400,000 options out of
1,000,000 options will have vested.
Under the inquiry made to Swander Pace, the reduction in the option
purchase price to essentially zero would have resulted in the loss of
$2,537,500 of cash to Pacer and a $2,537,500 increase in cash required to
be paid by Swander Pace to the Directors. Some options have vested and
some have not, but if all options were exercised (both vested and non-
vested), there would be a total of more than 21,000,000 shares of stock.
Although Mr. Handley did not indicate that Swander Pace was willing to
consider an increase in value of $2.5 Million, if Swander Pace would do so,
the purchase price for all shares of stock, including the exercised
options, could be increased by more than .10<cent> per share.
I have no idea how the Board is going to vote on this topic but we
should discuss it among ourselves as soon as possible and make a decision
as to whether or not we will agree to sell to Swander Pace at a specific
price. Obviously, if we could get $2.25 to $2.30 per share, there would be
no issues of lawsuits, and the integrity of the Board would never be
subject to question on this topic.
I feel that we should have another Board discussion around 4:00 p.m.
on September 2, 1998. I ask that Jim see if it can be coordinated.
Very truly yours,
/S/ LARRY K. REYNOLDS
LARRY K. REYNOLDS
LKR:cam
Enclosures
