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
___ Definitive Additional Materials
X 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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For Release: IMMEDIATELY - October 25, 1999
Contact: Geoffrey Tirman: (501) 821-6800 - (Talisman Capital Opportunity
Fund, Ltd.)
Subject: THE PACER TECHNOLOGY SHAREHOLDER'S COMMITTEE COMMENCES PROXY
SOLICITATION FOR DIRECTORS OF PACER TECHNOLOGY
LITTLE ROCK, ARKANSAS - The Pacer Technology Shareholder's Committee
announced today that it has filed preliminary proxy materials with the
Securities and Exchange Commission. The preliminary proxy materials will
be used to solicit proxies from Pacer Technology's shareholders to elect
six nominees to Pacer's six-person Board of Directors at the annual meeting
of Pacer shareholders currently scheduled to be held on November 16, 1999.
The Committee will be seeking to elect its six nominees in opposition to
the directors nominated by the current board of Pacer. The Committee is
dissatisfied with Pacer's share price performance in recent years and notes
that Pacer's stock has significantly under performed both the Standard &
Poor's ("S & P") 500 Stock Index and the S & P Chemical Index. In the
Committee's view, the current directors and certain members of management
are determined to continue managing Pacer without regard to the best
interests of the shareholders and, therefore, need to be replaced in order
to maximize shareholder value, improve earnings, and restore analysts'
confidence in Pacer. The Committee believes that the individuals it
intends to nominate as directors - D. Jonathan Merriman, Geoffrey Tirman,
James T. Munn, Howard J. Bloom, Allen D. Barnes, and Claude M. Ballard -
possess the expertise and experience necessary to implement an effective
strategic plan for Pacer to maximize shareholder value. The Committee has
retained D.F. King & Co., Inc. to assist it in its solicitation. For a
copy of the Committee's preliminary materials, shareholders may contact
D.F. King & Co., Inc. toll-free at 800/207-2872.
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 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 and sole stockholder 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 investment
manager, 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
