SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1 )*
PACER TECHNOLOGY
(NAME OF ISSUER)
COMMON STOCK, NO PAR VALUE
(TITLE OF CLASS OF SECURITIES)
693905101
(CUSIP NUMBER)
WILLIAM B. MASTERS
JONES, WALKER, WAECHTER,
POITEVENT, CARRERE & DENEGRE, L.L.P.
201 ST. CHARLES AVENUE
NEW ORLEANS, LA 70170
(504) 582-8000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES
AND COMMUNICATIONS)
OCTOBER 20, 1999
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Section 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box [ ].
NOTE: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Section 240.13d-
7(b) for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
CUSIP No.: 693905101
1) Names of Reporting Persons..... Talisman Capital Opportunity Fund
Ltd.
I.R.S. Identification Nos. of Above Persons (entities only)
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a)........................................................ X
(b)........................................................ ___
3) SEC Use Only...............................................
4) Source of Funds (See Instructions)......................... OO
5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)...................................... ___
6) Citizenship or Place of Organization ......British Virgin Islands
Number of (7) Sole Voting Power................................ 0
Shares
Bene-
ficially (8) Shared Voting Power.......................... 1,250,000
Owned by
Each
Reporting (9) Sole Dispositive Power........................... 0
Person
With
(10) Shared Dispositive Power.................... 1,250,000
11) Aggregate Amount Beneficially Owned by Each
Reporting Person....................................... 1,250,000
12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions)................. ___
13) Percent of Class Represented by Amount
in Row 11.................................................. 7.4%
14) Type of Reporting Person (See Instructions)................ CO
CUSIP No.: 693905101
1) Names of Reporting Persons.... Talisman Capital Opportunity Inc.
I.R.S. Identification Nos. of Above Persons (entities only)
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a)........................................................ X
(b)........................................................ ___
3) SEC Use Only...............................................
4) Source of Funds (See Instructions)......................... OO
5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)...................................... ___
6) Citizenship or Place of Organization ................... Delaware
Number of (7) Sole Voting Power................................ 0
Shares
Bene-
ficially (8) Shared Voting Power.......................... 1,250,000(1)
Owned by
Each (9) Sole Dispositive Power........................... 0
Reporting
Person
With (10) Shared Dispositive Power.................... 1,250,000(1)
11) Aggregate Amount Beneficially Owned by Each
Reporting Person....................................... 1,250,000(1)
12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions)................. ___
13) Percent of Class Represented by Amount
in Row 11.................................................. 7.4%
14) Type of Reporting Person (See Instructions)................ CO
<PAGE>
CUSIP No.: 693905101
1) Names of Reporting Persons...................... Geoffrey Tirman(2)
I.R.S. Identification Nos. of Above Persons (entities only)
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a)........................................................ X
(b)........................................................ ___
3) SEC Use Only...............................................
4) Source of Funds (See Instructions)......................... OO
5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)...................................... ___
6) Citizenship or Place of Organization................United States
Number of (7) Sole Voting Power................................ 0
Shares
Bene-
ficially (8) Shared Voting Power.......................... 1,260,000(2)
Owned by
Each
Reporting (9) Sole Dispositive Power........................... 0
Person
With
(10) Shared Dispositive Power.................... 1,260,000(2)
11) Aggregate Amount Beneficially Owned by Each
Reporting Person....................................... 1,260,000(2)
12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions)................. ___
13) Percent of Class Represented by Amount in Row 11........... 7.5%
14) Type of Reporting Person (See Instructions)................ IN
<PAGE>
CUSIP No.: 693905101
1) Names of Reporting Persons.................. D. Jonathan Merriman
I.R.S. Identification Nos. of Above Persons (entities only)
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a)........................................................ X
(b)........................................................
3) SEC Use Only...............................................
4) Source of Funds (See Instructions)......................... PF
5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)...................................... ___
6) Citizenship or Place of Organization............... United States
Number of (7) Sole Voting Power.............................. 150,000
Shares
Bene-
ficially (8) Shared Voting Power.............................. ___
Owned by
Each
Reporting (9) Sole Dispositive Power......................... 150,000
Person
With
(10) Shared Dispositive Power........................ ___
11) Aggregate Amount Beneficially Owned by Each
Reporting Person......................................... 150,000
12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions)............... ___
13) Percent of Class Represented by Amount in Row 11......... 0.9%
14) Type of Reporting Person (See Instructions).............. IN
<PAGE>
CUSIP No.: 693905101
1) Names of Reporting Persons...................... Howard J. Bloom
I.R.S. Identification Nos. of Above Persons (entities only)
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a)........................................................ X
(b)........................................................ ___
3) SEC Use Only...............................................
4) Source of Funds (See Instructions)......................... PF
5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)...................................... ___
6) Citizenship or Place of Organization............... United States
Number of (7) Sole Voting Power............................... 70,500
Shares
Bene-
ficially (8) Shared Voting Power............................ 122,334(3)
Owned by
Each
Reporting (9) Sole Dispositive Power.......................... 70,500
Person
With
(10) Shared Dispositive Power...................... 122,334(3)
11) Aggregate Amount Beneficially Owned by Each
Reporting Person......................................... 192,834(3)
12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions)................. ___
13) Percent of Class Represented by Amount in Row 11........... 1.2%
14) Type of Reporting Person (See Instructions)................ IN
<PAGE>
CUSIP No.: 693905101
1) Names of Reporting Persons........................ James T. Munn
I.R.S. Identification Nos. of Above Persons (entities only)
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a)........................................................ X
(b)........................................................ ___
3) SEC Use Only
4) Source of Funds (See Instructions)......................... PF
5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)...................................... ___
6) Citizenship or Place of Organization............... United States
Number of (7) Sole Voting Power.............................. 578,752
Shares
Bene-
ficially (8) Shared Voting Power.............................. ___
Owned by
Each
Reporting (9) Sole Dispositive Power......................... 578,752
Person
With
(10) Shared Dispositive Power........................ ___
11) Aggregate Amount Beneficially Owned by Each
Reporting Person......................................... 578,752
12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions)................. ___
13) Percent of Class Represented by Amount in Row 11........... 3.4%
14) Type of Reporting Person (See Instructions)................ IN
<PAGE>
CUSIP No.: 693905101
1) Names of Reporting Persons............... Roberto J. Cavazos, Jr.
I.R.S. Identification Nos. of Above Persons (entities only)
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a)....................................................... X
(b)....................................................... ___
3) SEC Use Only..............................................
4) Source of Funds (See Instructions)........................ PF, SC
5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)...................................... ___
6) Citizenship or Place of Organization............... United States
Number of (7) Sole Voting Power............................... 66,822
Shares
Bene-
ficially (8) Shared Voting Power.............................. ___
Owned by
Each
Reporting (9) Sole Dispositive Power.......................... 66,822
Person
With
(10) Shared Dispositive Power........................ ___
11) Aggregate Amount Beneficially Owned by Each
Reporting Person.......................................... 66,822
12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions)................. ___
13) Percent of Class Represented by Amount in Row 11........... 0.4%
14) Type of Reporting Person (See Instructions)................ IN
<PAGE>
CUSIP No.: 693905101
1) Names of Reporting Persons.......................... Mac Van Horn
I.R.S. Identification Nos. of Above Persons (entities only)
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a)........................................................ X
(b)........................................................ ___
3) SEC Use Only...............................................
4) Source of Funds (See Instructions)......................... PF
5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)...................................... ___
6) Citizenship or Place of Organization............... United States
Number of (7) Sole Voting Power............................... 85,000(4)
Shares
Bene-
ficially (8) Shared Voting Power.............................. ___
Owned by
Each
Reporting (9) Sole Dispositive Power.......................... 85,000(4)
Person
With
(10) Shared Dispositive Power........................ ___
11) Aggregate Amount Beneficially Owned by Each
Reporting Person.......................................... 85,000(4)
12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions)................. ___
13) Percent of Class Represented by Amount in Row 11........... 0.5%
14) Type of Reporting Person (See Instructions)................ IN
<PAGE>
CUSIP No.: 693905101
1) Names of Reporting Persons......... The Miller Family Partnership
I.R.S. Identification Nos. of Above Persons (entities only)
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a)........................................................ X
(b)........................................................ ___
3) SEC Use Only...............................................
4) Source of Funds (See Instructions)......................... PF
5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)...................................... ___
6) Citizenship or Place of Organization..................... Florida
Number of (7) Sole Voting Power.............................. 589,752(5)
Shares
Bene-
ficially (8) Shared Voting Power.............................. ___
Owned by
Each
Reporting (9) Sole Dispositive Power......................... 589,752(5)
Person
With
(10) Shared Dispositive Power........................ ___
11) Aggregate Amount Beneficially Owned by Each
Reporting Person......................................... 589,752
12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions)................. ___
13) Percent of Class Represented by Amount in Row 11........... 3.5%
14) Type of Reporting Person (See Instructions)................ PN
<PAGE>
(1) Solely in its capacity as the investment manager of Talisman Capital
Opportunity Fund Ltd.
(2) With respect to 1,250,000 shares of Common Stock, solely in his
capacity as the sole stockholder of Talisman Capital Opportunity Inc., and
with respect to 10,000 shares of Common Stock, solely in his capacity of
the trustee of the Tirman's Children's Trust u/a dated September 9, 1997
(the "Tirman Trust").
(3) With respect to 122,334 shares of Common Stock, solely in his capacity
as co-trustee of the Bloom Family Trust (the "Bloom Trust").
(4) With respect to the 85,000 shares of Common Stock, solely in his
capacity as the sole general partner of the Van Horn Family Partnership.
(5) Power is exercised through its two general partners, Truman W. Miller
and Marie M. Miller.
AMENDMENT NO. 1 TO STATEMENT ON SCHEDULE 13D
Reference is made to the Statement on Schedule 13D filed by Talisman
Capital Opportunity Fund Ltd., a corporation formed under the laws of the
British Virgin Islands ("Talisman"), Talisman Capital Opportunity Fund
Inc., a Delaware corporation ("Investment Manager"), and Geoffrey Tirman
relating to shares of common stock, no par value (the "Common Stock"), of
Pacer Technology (the "Issuer") as filed with the Securities and Exchange
Commission (the "Commission") on April 26, 1999 (the "Statement"). The
Statement is hereby amended and supplemented as follows:
ITEM 1. SECURITY AND ISSUER.
No material change.
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 is amended and restated in its entirety to read as follows:
(a) - (c) and (f)
<TABLE>
<CAPTION>
NAME PRINCIPAL BUSINESS ADDRESS
<S> <C>
1. Talisman Capital Opportunity Fund Harbor Centre, 4th Floor
Ltd a British Virgin Islands P.O. Box 61GT North Church Street
corporation Grand Cayman, BWI
2. Talisman Capital Opportunity Inc. 16101 LaGrande Drive, Suite 100
a Delaware corporation Little Rock, AR 72223
3. Geoffrey Tirman 16101 LaGrande Drive, Suite 100
a citizen of the United States Little Rock, AR 72223
4. D. Jonathan Merriman 600 California Street, Suite 1700
a citizen of the United States San Francisco, CA 94108
5. James T. Munn 666 W. 21st Street
a citizen of the United States Upland, CA 91784
6. Howard J. Bloom 25162 Campina Drive
a citizen of the United States Mission Viejo, CA 92691
7. Roberto J. Cavazos, Jr. 1539 Spyglass Drive
a citizen of the United States Upland, CA 91786
8. Mac Van Horn 1110 West C Street
a citizen of the United States Russellville, AR 72801
9. The Miller Family Partnership 121 Lake Hollingsworth Dr.
a Florida partnership Lakeland, FL 33801
</TABLE>
The above-named persons are sometimed collectively refered to herein
as the "Reporting Persons." The Reporting Persons are deemed to be a
"group" within the meaning of Rule 13d-5(b) promulgated under the
Securities and Exchnage Act of 1934, as amended (the "Act").
TALISMAN GROUP
1. Talisman
Talisman's principal business is the investment in the securities of
private and public companies. Clive Harris is a director of Talisman. The
present principal occupation or employment of Mr. Harris is partner of Paul
Harris & Company, a Cayman Islands firm of Chartered Accountants, and
Managing Director of International Management Services Ltd. The principal
business address of Mr. Harris and International Management Services Ltd is
Harbour Centre, 4th Floor, PO Box 61 GT North Church Street, Grand Cayman,
BWI.
Martin Lang is a director of Talisman. The present principal
occupation or employment of Mr. Lang is Company Manager of International
Management Services Ltd. The principal business address of Mr. Lang and
International Management Services Ltd is Harbour Centre, 4th Floor, PO Box
61 GT North Church Street, Grand Cayman, BWI.
2. Investment Manager
The Investment Manager's principal business is the management of the
investment and reinvestment of Talisman's assets. Mr. Tirman is the sole
stockholder of the Investment Manager, and his principal occupation is as
the principal officer of the Investment Manager responsible for such
activities.
3. Geoffrey Tirman has served as President of Talisman Capital Inc.
and the Investment Manager since 1997. These corporations serve as the
investment manager of Talisman Capital Ltd. and Talisman, 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 Issuer since June 22, 1999 and also serves Chairman of the
Board of Environmental Remediation Holding Corporation and as Vice Chairman
of China Web, Ltd.
INDIVIDUAL REPORTING PERSONS
1. D. Jonathan Merriman has served as Managing Director and Head of
the Equity Capital Markets Group of First Security Van Kasper, an
investment banking firm located at 600 California Street, Suite 1700, San
Francisco, CA 94108, since 1998. Mr. Merriman has served as a director of
the Issuer since June 22, 1999 and also serves as a director of Brio
Industries, Inc.
2. James T. Munn served as President and Chief Executive Officer of
the Issuer from September 1986 until March 1999. He is currently retired.
3. Howard J. Bloom served as Vice President of the Issuer from June
1998 until June 1999. Mr. Bloom currently manages private investments.
4. Roberto J. Cavazos, Jr. served as Chief Financial Officer for the
Issuer from March 1989 to March 1999 and he currently manages private
investments.
5. 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.
6. 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, both of whom are retired. The current
address for Truman and Marie Miller is 121 Lake Hollingsworth Dr.,
Lakeland, Florida 33801.
(d) None of the persons or entities named in this Item 2 has, during
the last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) None of the persons or entities named in this Item 2 has, during
the last five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to
such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is amended and restated in its entirety as follows:
The source and amount of the funds used by the Reporting Persons to
purchase the shares of Common Stock are as follows:
<TABLE>
<CAPTION>
REPORTING PERSON SOURCE OF FUNDS AMOUNT OF FUNDS
<S> <C> <C>
Talisman Working Capital(1) $ 1,399,137
Investment Manager Not applicable Not applicable
Geoffrey Tirman(2) Not applicable Not applicable
D. Jonathan Merriman Personal Funds $ 162,900
James T. Munn Personal Funds $ 130,000
Howard J. Bloom Personal Funds $ 86,850(3)
Roberto J. Cavazos, Jr. Personal Funds(4) $ 35,492
Mac Van Horn Personal Funds $ 100,901(5)
Miller Family Partnership Personal Funds $ 342,182(6)
</TABLE>
(1) The sources of the funds used to purchase the shares of Common
Stock were (i) investments by the limited partners of Talisman's
shareholders and (ii) proceeds of transactions with respect to prior
investments of Talisman.
(2) The Tirman Trust purchased the shares from its funds for
$16,894.
(3) Includes the purchase of the shares which were subsequently
transferred to the Bloom Trust.
(4) Only pertains to the 65,822 shares of Common Stock purchased by
Mr. Cavazos. The remaining 1,000 shares of Common Stock owned by Mr.
Cavazos were received as compensation pursuant to the Issuer's employee
stock incentive plan.
(5) Includes the personal funds used to purchase the shares owned
by the Van Horn Family Partnership.
(6) Represents personal funds of Truman and Marie Miller used to
purchase the shares prior to the formation of the Miller Family
Partnership. On March 10, 1999, the shares of Common Stock were
transferred to the Partnership.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is amended in its entirety as follows:
The Reporting Persons have been concerned for some time with the
poor performance of the Issuer's stock and, accordingly, certain of the
Reporting Persons previously advised the board of directors of their
concern and informed the board that they expected it to undertake measures
that would ensure the Issuer's true value was reflected in its share price.
The board has failed to take such measures, and as a result, the Reporting
Persons formed the Pacer Technology Shareholder's Committee (the
"Committee") by an Agreement dated October 20, 1999, for the purpose of
voting their shares of Common Stock and soliciting proxies in support of a
slate of directors, nominated by the Committee, for election at the 1999
annual meeting of the Issuer in opposition to management's nominees.
Pursuant to the Agreement, the Committee will nominate D. John Merriman and
Geoffrey Tirman, two current directors of the Issuer, James T. Munn, the
former President and Chief Executive Officer of the Issuer, Howard J.
Bloom, a former Vice President of the Issuer, Allen D. Barnes and Claude M.
Ballard.
On October 21, 1999, the Committee filed a Preliminary Proxy Statement
with the Securities and Exchange Commission (the "Commission") in order to
solicit proxies from the stockholders of the Issuer. A copy of the
Agreement and the Preliminary Proxy Statement are filed as exhibits to this
Schedule 13D and are incorporated herein by reference. Upon final approval
by the Commission of its proxy materials, the Committee intends to commence
its solicitation of stockholders of the Issuer. To further that effort,
the Committee has engaged the services of D.F. King & Associates, Inc., a
proxy solicitation firm, to advise and assist the Committee with the proxy
solicitation.
Except as described in this Item 4 or elsewhere in this Schedule 13D,
the Reporting Persons currently have no plans or intentions which would
result in or relate to any of the transactions described in subparagraphs
(a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended and restated in its entirety as follows:
(a) and (b) Based upon the information contained in the Issuer's Proxy
Statement filed with the Commission on September 29, 1999, as of September
27, 1999, there were 16,840,975 shares of Common Stock issued and
outstanding, and the Reporting Persons have used this number to determine
their individual percentage interests in the Issuer's Common Stock.
1. Talisman Group
Because the Investment Manager is the sole investment manager with
regard to Talisman's assets, the Investment Manager may be deemed to
beneficially own the shares of Common Stock beneficially owned by Talisman.
Because Geoffrey Tirman is the sole stockholder of the Investment Manager,
he may be deemed to beneficially own the shares of Common Stock deemed
beneficially owned by the Investment Manager. Because he is the trustee of
the assets of the Tirman Trust, Geoffrey Tirman may be deemed to
beneficially own the shares of Common Stock owned by the Tirman Trust.
Geoffrey Tirman and the Investment Manager disclaim beneficial ownership of
the Common Stock beneficially owned by Talisman except to the extent of
their actual individual pecuniary interest therein.
The aggregate number of shares of Common Stock that the Investment
Manager and Talisman may be deemed to own is 1,250,000, which constitutes
7.4% of the outstanding shares of Common Stock, and the aggregate number of
shares of Common Stock that Geoffrey Tirman may be deemed to own is
1,260,000, which constitutes 7.5% of the outstanding shares of Common
Stock.
The Investment Manager, as the manager of the assets of Talisman, has
the right to direct the vote of and dispose of the Common Stock
beneficially owned by Talisman. Geoffrey Tirman, as the sole stockholder
of the Investment Manager, has the right to direct the vote of and dispose
of the Common Stock deemed beneficially owned by the Investment Manager.
Geoffrey Tirman, as the trustee of the assets of the Tirman Trust, has the
right to direct the vote and dispose of the Common Stock owned by the
Tirman Trust.
2. D. Jonathan Merriman
The aggregate number of shares of Common Stock that D. Jonathan
Merriman may be deemed to own is 150,000, which constitutes 0.9% of the
outstanding shares of Common Stock. Mr. Merriman has the sole power to
vote or to direct the vote of and to dispose or to direct the disposition
of these shares.
3. James T. Munn
The aggregate number of shares of Common Stock that James T. Munn may
be deemed to own is 578,752, which constitutes 3.4% of the outstanding
shares of Common Stock. Mr. Munn has the sole power to vote or to direct
the vote of and to dispose or to direct the disposition of these shares.
4. Howard J. Bloom
Because Howard J. Bloom is a co-trustee of the assets of the Bloom
Trust, Howard J. Bloom may be deemed to beneficially own the shares of
Common Stock owned by the Bloom Trust. The aggregate number of shares of
Common Stock that Howard J. Bloom may be deemed to own is 192,834,
which constitutes 1.2% of the outstanding shares of Common Stock. As co-
trustee of the assets of the Bloom Trust, Howard J. Bloom has the shared
power to vote or to direct the vote of and to dispose or to direct the
disposition of the shares of Common Stock owned by the Bloom Trust. These
powers are shared with Dorothy Bloom, Howard J. Bloom's wife and the other
co-trustee of the Bloom Trust. Currently, Dorothy Bloom is retired and
resides at 25162 Campina Drive, Mission Viejo, California 92691. Dorothy
Bloom is a citizen of the United States and is not a member of the group.
5. Roberto J. Cavazos, Jr.
The aggregate number of shares of Common Stock that Roberto J.
Cavazos, Jr. may be deemed to own is 66,882, which constitutes 0.4% of the
outstanding shares of Common Stock. Mr. Cavazos has the sole power to vote
or to direct the vote of and to dispose or to direct the disposition of
these shares.
6. Mac Van Horn
As the sole general partner of the Van Horn Family Partnership, Mac
Van Horn may be deemed to beneficially own the shares of Common Stock owned
by the Van Horn Family Partnership. The aggregate number of shares of
Common Stock that Mac Van Horn may be deemed to own is 85,000, which
constitutes 0.5% of the outstanding shares of Common Stock. As the sole
general partner of the Van Horn Family Partnership, Mr. Van Horn has the
sole power to vote or to direct the vote of and to dispose or to direct the
disposition of these shares.
7. The Miller Family Partnership
The aggregate number of shares of Common Stock that The Miller Family
Partnership may be deemed to own is 589,752, which constitutes 3.5% of the
outstanding shares of Common Stock. As general partners of the Miller
Family Partnership, Truman Miller and Marie Miller share with each other
the voting and disposition powers of the shares of Common Stock owned by
the Miller Family Partnership and may be deemed beneficial owners of such
shares.
(c) Following is a list of the transactions by the Reporting Persons
in Common Stock within the past sixty days:
REPORTING PERSON DATE TRANSACTION NO. OF SHARES PRICE/SHARE
James T. Munn 8/25/99 Sale 9,400 $ 1.00
8/26/99 Sale 8,100 $ 1.00
9/07/99 Sale 12,000 $ 1.00
(d) Each of the Reporting Persons affirms that no person other than
such Reporting Person has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the shares
owned by such Reporting Person.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
As described in Item 5 of this Schedule 13D/A, the Reporting Persons
entered into an Agreement on October 20, 1999, whereby the Reporting
Persons formed the Pacer Technology Shareholder's Committee for the purpose
of voting their shares of Common Stock and soliciting proxies in support
of a slate of directors, nominated by the Committee, for election at the
1999 annual meeting of the Issuer in opposition to management's nominees.
Except as described in the previous paragraph, none of the Reporting
Persons has any contract, arrangement, understanding or relationship (legal
or otherwise) with any person with respect to any securities of the Issuer,
including, but not limited to, the transfer or voting of any of the
securities, finder's fees, joint ventures, loan or option arrangements,
puts or calls, guarantees of profits, division of profits or losses, or the
giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A: Agreement
Exhibit B: Preliminary Proxy Statement
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
Date: October 29, 1999 TALISMAN CAPITAL OPPORTUNITY FUND LTD.
By: TALISMAN CAPITAL OPPORTUNITY INC.
By: /S/ GEOFFREY TIRMAN
Name: Geoffrey Tirman
Title: Chief Executive Officer
TALISMAN CAPITAL OPPORTUNITY INC.
By: /S/ GEOFFREY TIRMAN
Name: Geoffrey Tirman
Title: Chief Executive Officer
/S/ GEOFFREY TIRMAN
GEOFFREY TIRMAN
/S/ D. JONATHAN MERRIMAN
D. JONATHAN MERRIMAN
/S/ HOWARD J. BLOOM
HOWARD J. BLOOM
/S/ JAMES T. MUNN
JAMES T. MUNN
/S/ ROBERTO J. CAVAZOS, JR.
ROBERTO J. CAVAZOS, JR.
/S/ MAC VAN HORN
MAC VAN HORN
THE MILLER FAMILY PARTNERSHIP
By: /S/ MARIE M. MILLER
Name: Marie M. Miller
Title: General Partner
By: /S/ TRUMAN W. MILLER
Name: Truman W. Miller
Title: General Partner
<PAGE>
EXHIBIT A
A G R E E M E N T
This Agreement (this "Agreement"), dated and effective as of this 20th
day of October, 1999, is by and among Talisman Capital Opportunity Fund
Ltd. ("Talisman"), D. Jonathan Merriman, Geoffrey Tirman, Howard J. Bloom,
James T. Munn, Roberto J. Cavazos, Jr., Mac Van Horn and the Miller Family
Partnership ("Miller").
R E C I T A L S:
WHEREAS, each of the parties hereto beneficially owns the following
number of shares of common stock of Pacer Technology, a California
corporation (the "Company"):
Owner Number
Talisman 1,250,000
D. Jonathan Merriman 150,000
Geoffrey Tirman 1,260,000 (includes the 1,250,000
shares owned by Talisman)
Howard J. Bloom 192,834
James T. Munn 578,752
Roberto J. Cavazos, Jr. 66,822
Mac Van Horn 85,000
Miller 589,752
WHEREAS, the parties hereto wish to form the Pacer Technology
Shareholder's Committee (the "Committee") for the purpose of nominating D.
Jonathan Merriman, Geoffrey Tirman, James T. Munn, Howard J. Bloom, Allen
D. Barnes and Claude M. Ballard (the "Nominees") and soliciting proxies for
the election of such Nominees as directors at Pacer's Annual Meeting
currently scheduled for November 16, 1999 and any adjournments thereof (the
"Annual Meeting"), and wish to set forth certain agreements regarding the
rights and obligations of members of the Committee;
NOW, THEREFORE, the parties hereto agree as follows:
1. DECISIONS. The parties hereby appoint Talisman as the
representative and agent for the Committee, and agree that Talisman shall
make all decisions on behalf of the Committee with regard to the
nomination, and solicitation of proxies in favor, of the Nominees and all
matters related thereto.
2. PRIOR ACTS. Each party hereby confirms and ratifies as the
actions of the Committee all actions previously taken by Talisman on behalf
of the Committee, including but not limited to (i) the engagement of D. F.
King & Co., Inc. to assist the Committee in the solicitation of proxies for
the Annual Meeting, (ii) the preparation and filing of preliminary proxy
solicitation materials with the Securities and Exchange Committee (the
"SEC"), and (iii) the application for an EDGAR filing number with the SEC.
I.
3. SALE OF STOCK. Each party agrees not to sell any shares of Pacer
common stock beneficially owned by it until the date on which the Company
holds the Annual Meeting.
4. VOTING. Each party agrees to vote all of the shares of Pacer
common stock it beneficially owns in favor of the Nominees. In furtherance
thereof, each party hereby agrees to give to Geoffrey Tirman an irrevocable
proxy to vote all shares of Pacer common stock at the Annual Meeting in
favor of the Nominees.
5. SCHEDULE 13D. In accordance with Rule 13d-1(k)(1) under the
Securities Exchange Act of 1934, the parties hereto agree to the joint
filing on behalf of each of them of statements on Schedule 13D with respect
to Pacer common stock. Further, in the event a party takes any action
which would require the Committee to file or amend its Schedule 13D, such
party shall promptly notify the other members of the Committee, and shall
cause an appropriate Schedule 13D or amendment thereto to be filed within
the time required by law.
6. COMMUNICATION WITH COMMITTEE. The address for notices to, or
communications from, the Committee shall be:
Pacer Technology Shareholder's Committee
16101 LaGrande Drive
Suite 100
Little Rock, AR 72223
Attention: Geoffrey Tirman
7. EXPENSE SHARING. If the Committee's proxy solicitation is
insufficient to elect all the Nominees at the Annual Meeting, all expenses
incurred on behalf of the Committee in connection with the nomination, and
solicitation of proxies in favor, of the Nominees shall be borne by the
members of the Committee pro rata based on the number of shares of Pacer
common stock beneficially owned by each of the members (without double
counting Talisman and Mr. Tirman's ownership) as set forth in this
Agreement.
8. TERMINATION. Except for any obligations under Section 7 (which
shall survive the termination of this Agreement), the Committee shall
disband, and this Agreement shall terminate, at the conclusion of the
Annual Meeting.
9. AMENDMENT. This Agreement may not be amended except by a writing
signed by all of the parties hereto.
* * * * *
IN WITNESS WHEREOF, the undersigned have entered into this Agreement
as of the day and year first above written.
TALISMAN CAPITAL OPPORTUNITY FUND LTD.
By: Talisman Capital Opportunity Inc.,
Its Investment Manager
By: /S/ GEOFFREY TIRMAN
Geoffrey Tirman
President
/S/ D. JONATHAN MERRIMAN
D. Jonathan Merriman
/S/ GEOFFREY TIRMAN
Geoffrey Tirman
/S/ HOWARD J. BLOOM
Howard J. Bloom
/S/ JAMES T. MUNN
James T. Munn
/S/ ROBERTO J. CAVAZOS,JR.
Roberto J. Cavazos, Jr.
/S/ MAC VAN HORN
Mac Van Horn
THE MILLER FAMILY PARTNERSHIP
By: /S/ MARIE M. MILLER
Name: Marie M. Miller
Title: General Partner
By: /S/ TRUMAN W. MILLER
Name: Truman W. Miller
Title: General Partner
<PAGE>
EXHIBIT B
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:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] 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
____________, 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. 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. Cavasos, 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:
Title:
By: _____________________________
Name:
Title:
<PAGE>
1999 ANNUAL MEETING OF STOCKHOLDERS
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 __________, 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 his handpicked 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%. 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. FROM 1985 THROUGH 1997, DR. HOCKIN SOLD A TOTAL OF 1,446,954 SHARES
OF THE COMPANY'S COMMON STOCK. IN ADDITION, AS IS DISCLOSED IN THE
COMPANY'S PROXY STATEMENT, THE COMPANY LOANED HIM 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.
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 of Directors 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. This financial
opportunity would have represented a premium to you of between 48% and
56% per share.
THE COMMITTEE'S PLANS FOR THE COMPANY
The Committee is concerned with the poor performance of the Company's
Common Stock, and has advised the Board of Directors of its concerns and
informed it that it expects the Board to undertake measures that will
ensure the Company's true value is reflected in its share price. 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.
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 have expressed dissatisfaction
with prior Board functioning, 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 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
* 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; 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.
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 three 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. Although the Committee has no reason to believe
that any of the Committee Nominees will be unable to serve as Directors, if
any one or more of the Committee Nominees are not available for election,
the proxies will be voted for the election of such other nominees as may be
proposed by the Committee.
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. 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. 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 150,000 0.9%
Geoffrey Tirman 1,260,000(1) 7.5%
James T. Munn 578,752 3.4%
Howard J. Bloom 192,834 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.
_________________________
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 he 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>
NUMBER OF
NAME SHARES PERCENT
<S> <C> <C>
Roberto J. Cavazos, Jr. 66,822 0.4%
Mac Van Horn 85,000 0.5%
The Miller Family Partnership 589,752 3.5%
Talisman Capital Opportunity Fund, Ltd. 1,250,000 7.4%
</TABLE>
_________________________
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 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.
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
________ ____, 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 12,000
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.
