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.
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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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PACER TECHNOLOGY SHAREHOLDER COMMITTEE
16101 LAGRANDE DRIVE, SUITE 100
LITTLE ROCK, ARKANSAS 72223
NEWS RELEASE
Media Contact: Geoffrey Tirman
501.821.6800
FOR IMMEDIATE RELEASE
PACER TECHNOLOGY SHAREHOLDER COMMITTEE RESPONDS TO DISAPPOINTING PROXY
MATERIALS FILED BY THE CURRENT BOARD OF PACER
LITTLE ROCK, ARKANSAS, NOVEMBER 5, 1999 - The Pacer Technology
Shareholder Committee (the "Pacer Committee") today expressed its
disappointment with the amended proxy filed last week by Pacer's current
board of directors. Pacer Committee Chairman, Mr. Geoffrey Tirman,
stated "we were hoping that the current Board would offer Pacer
shareholders some concrete and direct plans to increase shareholder value
and share price. Unfortunately, instead of offering shareholders any
substantive information regarding future plans, all the current Board of
Pacer has to offer are personal character attacks against members of the
Pacer Committee."
Mr. Tirman further stated that "This is the very reason the Pacer
Committee is seeking to oust the current board and replace it with
responsible and mature businessmen. Not only is this a pathetic attempt
by the Board to preserve the status quo, but the information presented in
the proxy is factually incorrect. The Pacer Committee has stated on
numerous occasions to Pacer's current Board and management team that we
do not intend to replace the Pacer's current management team but rather
that "the directors and CERTAIN members of management of the Company need
to be replaced." Furthermore, regarding the alleged `greenmail' attempt,
it was Pacer's current chairman, John Hockin, D.D.S., that suggested the
use of corporate assets to make us go away which we flatly refused."
In addition, the Board's statements that it rejected a 1998 $1.95 offer
for the Company because it was "unfair" to the Pacer shareholders are
ludicrous. The Committee has evidence that the Board tried to structure
that transaction as a two-tiered deal with advantageous pricing to the
Board in the form of a reduction of the exercise price for the options
held by the Board and the forgiveness of director loans used to exercise
and sell options and warrants. When the Board's request was rejected
by the buyer, the Board decided that the offer was "unfair."
The Pacer Committee will stick to the primary issues at hand -- BUILDING
SHAREHOLDER VALUE. As expected, the current board of Pacer continues to
place their own self-interests ahead of the loyal shareholders of Pacer
who have waited so many years to be properly rewarded and unfortunately
to date, have only been disappointed.
CERTAIN INFORMATION CONCERNING PARTICIPANTS AND NOMINEES:
The following is a list of the names and stockholdings 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.
END
