International Speedway Corporation
November 30, 1995
Dear International Speedway Corporation Shareholder:
Enclosed are the Notice of Annual Meeting of Shareholders, the Information
Statement and the Annual Report to Shareholders for the fiscal year ended
August 31, 1995. We are pleased to be able to include this letter that will
provide you additional information about a late-breaking development. After we
had gone to press with the included materials, we completed an investment
agreement with Penske Corporation. Under this agreement, International Speedway
Corporation will participate with Penske Corporation and Kaiser Ventures Inc.
in a new corporate entity that will control Penske Speedway, Inc. Penske
Speedway, Inc. is comprised of Michigan International Speedway, Nazareth
Raceway, Motorsports International (a motorsports apparel company) and The
California Speedway which is currently under development.
On November 27, 1995, Kaiser and Penske issued a joint press release announcing
the transaction and that Facility Investments, Inc., International Speedway
Corporation's newly created wholly-owned subsidiary, will participate as an
equity investor. Kaiser and Penske also announced that NationsBank, N.A. is
providing construction financing for The California Speedway. Full-scale
construction of The California Speedway will commence immediately and plans
call for a scheduled 1997 opening.
Under the terms of the agreement, Penske contributed 100% of the common stock
of Penske Speedway, Inc., and $5 million in equity to the new entity.
Facility Investments, Inc. contributed $14,975,000 of new equity, and Kaiser
contributed approximately 450 acres of land to be used in the development of
The California Speedway. The effective ownership interest in the combined
operations will be Penske with 68%, Facility Investments with 17%, and Kaiser
with 15%.
The California Speedway is under construction on part of the former Kaiser mill
site property near Fontana in San Bernardino County, California. It is
contemplated that sanction agreements will be obtained for a CART PPG Indy Car
World Series event and a NASCAR Winston Cup Series event at The California
Speedway in 1997.
Penske Corporation is a diversified transportation services company comprised
of Detroit Diesel Corporation, Penske Truck Leasing Company, and a group of
retail automotive dealerships in Southern California. Penske also owns the
most successful team in Indy Car racing history and competes with a team in the
NASCAR Winston Cup Series.
Kaiser Ventures is an emerging asset development company pursuing projects that
address critical issues in water resources, land redevelopment, and water
management.
International Speedway Corporation is in the process of preparing a Current
Report on Form 8-K describing the transaction that will be filed with the
Securities and Exchange Commission on or before December 6, 1995.
______________________________________________________________________________
Post Office Box 2801 / Daytona Beach, Florida 32120-2801 / 904-254-2700
<PAGE>
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
OF INTERNATIONAL SPEEDWAY CORPORATION
NOTICE IS HEREBY GIVEN that the Annual Meeting of the Shareholders of the
International Speedway Corporation will be held at the Banquet Center at the
Indigo Golf Course, 301 Indigo Drive, Daytona Beach, Florida, 32114 on
Wednesday, the 10th day of January, 1996, at 10:00 A.M., for the following
purposes:
(a) To elect five (5) Directors of the Corporation.
(b) To transact such other business as may properly come before the
meeting.
ALL Shareholders of record as of November 20, 1995, will be entitled to
vote, either in person or by proxy.
BY ORDER OF THE BOARD OF DIRECTORS.
Daytona Beach, Florida
November 29, 1995
/s/ Lesa D. Kennedy
..................................
Lesa D. Kennedy, Secretary
****************
THIS INFORMATION STATEMENT IS FURNISHED BY INTERNATIONAL
SPEEDWAY CORPORATION TO SHAREHOLDERS OF INTERNATIONAL
SPEEDWAY CORPORATION PURSUANT TO SECTION 14(C) OF THE
SECURITIES AND EXCHANGE ACT OF 1934 AS AMENDED
WE ARE NOT ASKING YOU FOR A PROXY AND YOU
ARE REQUESTED NOT TO SEND US A PROXY
ITEM I
The Corporation has Three million, five hundred two thousand, seven hundred
eighty five (3,502,785) shares of $.10 par value capital stock issued as its
only class of voting stock. On November 1, 1995, the Corporation's outstanding
voting securities consisted of Two million, two hundred ninety three thousand,
sixty five (2,203,065) shares of this class of stock and each such shareholder
is entitled to one (1) vote for each share of stock outstanding in the name of
such shareholder. On November 1, 1995, the Corporation held One million, two
hundred nine thousand, five hundred twenty (1,209,520) shares in the treasury.
All shareholders of record as of November 20, 1995, would be entitled to vote
in person or by written proxy. Management does not anticipate that any matter
will be acted upon at the meeting which would give rise to rights of appraisal
or similar rights of dissenters.
Based solely upon a review of Forms 3 and 4 and amendments thereto furnished to
the Company during its most recent fiscal year and Forms 5 and amendments
thereto furnished to the Company with respect to its most recent fiscal year,
and based upon written representations from reporting individuals, the Company
is not aware of any reporting person that failed to file on a timely basis
reports required by Section 16(a) of the Exchange Act during the most recent
fiscal year or prior fiscal years.
The following table shows the security ownership as of November 1, 1995, of all
persons known to the Company to be the beneficial owner of more than five
percent (5%) of the outstanding shares of the Company, all directors and
nominees individually, and all directors and officers as a group:<PAGE>
<PAGE>
Name of Beneficial Owner
(Address is included Percent of
for persons known to Outstanding
hold more than 5%) Amount and Nature of Beneficial Ownership Stock
- ------------------------ ----------------------------------------- ----------
J. Hyatt Brown 600 owned jointly with wife, (1)
Cynthia R. Brown
Paul A. Cameron -0- (1)
H. Lee Combs 1,805 (includes 50 owned jointly with (1)
wife, Karen Combs)
John R. Cooper 100 (1)
Robert W. Emerick 1,000 owned jointly with wife, (1)
Aileen C. Emerick
James H. Foster 14,641 (includes 5,000 held as trustee (1)
by wife, Barbara S. Foster)
France Family Group* 1,408,142 61.41%
1801 W Intl Spdwy Blvd
Daytona Beach, FL
Brian Z. France 1,408,142 (2) 61.41%
James C. France 1,408,142 (2) 61.41%
William C. France 1,408,142 (2) 61.41%
Dr. James L. Hardwick -0- (1)
Christy F. Harris 10 (1)
Lesa D. Kennedy 1,408,142 (2) 61.41%
Raymond K. Mason, Jr. 25,730 (includes 12,614 owned indirectly as to 1.12%
which Mr. Mason has disclaimed beneficial
ownership)
Lloyd E. Reuss -0- (1)
Chapman J. Root, II 900 (1)
Thomas W. Staed 3,000 (1)
All Directors and 1,458,249 individually and jointly, 63.59%
Officers as a Group record and beneficial
* This Group includes Automotive Research Bureau, Inc., Amy L. France, Betty
Jane France, Brian Z. France, Principal Investment Company, James C. France,
Jamison C. France, Jennifer A. France, Sierra Central Corp., Sharon M. France,
William C. France, Western Opportunity Limited Partnership, Benjamin Z.
Kennedy, Lesa D. Kennedy, and National Association for Stock Car Auto Racing,
Inc.
Note (1): The percentage of shares beneficially owned by this director or
nominee does not exceed one percent (1%) of the outstanding
shares of the Company.
Note (2): This Director is a member of the France Family Group (see *
above). Such shares are also reported as beneficially owned by
other members of the Group sharing voting and investment power.
<PAGE>
<PAGE>
ITEM II
At the annual meeting in January the following persons are to be nominated for
election as Directors, to hold office for three (3) years, or until a successor
has been elected and qualified. The person receiving a plurality of the votes
cast at the meeting for the position being filled shall be elected.
Name, Age and Positions with Term to expire Principal Occupation
International Speedway Corp. & period served or Employment
- ------------------------------ --------------- -------------------------
John R. Cooper, (63) January 1999 Retired
Director 1987 to present
Brian Z. France, (32) January 1999 NASCAR, Inc.
Director 1993 to present
James C. France, (51) January 1999 International Speedway
President, Assistant Treasurer 1970 to present Corp.
and Director
Raymond K. Mason, Jr., (40) January 1999 American Banks
Director 1981 to present of Florida, Inc.
Lloyd E. Reuss, (59) January 1999 Retired
Nominee none
Mr. Cooper was a Vice President of International Speedway Corporation from
December, 1987 until his retirement in July, 1994. Mr. Brian Z. France has
been in the employment of NASCAR, Inc. since 1983, in the capacity of NASCAR
Winston Racing Series Administrative Assistant, National Tour Director and,
presently, as Vice President of Marketing and Corporate Communications. From
1989 to 1991 Mr. France served as General Manager of Tucson Raceway Park in
Tucson, Arizona for Great Western Sports, Inc., a subsidiary of the Company
and continues to serve as a director of Great Western Sports, Inc. Mr. James
C. France has been employed by International Speedway Corporation for more
than five (5) years. Mr. Raymond K. Mason, Jr. has served as President of
American Banks of Florida, Inc. of Jacksonville, Florida, since 1979. Mr.
Lloyd E. Reuss was President of General Motors from 1990 until his retirement
in January 1993. Mr. Reuss also serves as a director for Handleman Co.,
Detroit Mortgage and Realty, Co., and United States Sugar Company. Mr. Reuss
is being nominated to replace Dr. James L. Hardwick who is retiring upon the
expiration of his term of office in January 1996.
The following Directors' terms of office continue after this meeting.
Name, Age &
Positions with International Speedway Corp. Term expires Period Served
- ------------------------------------------- ------------ ---------------
J. Hyatt Brown, (58), Director January 1997 1987 to present
Paul A. Cameron, (74), Director January 1997 1985 to present
H. Lee Combs, (42), Vice President and January 1998 1987 to present
Chief Financial Officer, Director
Robert W. Emerick, (78), Director January 1997 1975 to present
William C. France, (62), Chairman and January 1998 1958 to present
Chief Executive Officer, Director
James H. Foster, (68), January 1998 1968 to present
Executive Vice President, Director
Christy F. Harris, (49), Director January 1998 1984 to present
Lesa D. Kennedy, (34), Secretary, January 1997 1984 to present
Treasurer, and Director
Chapman Root, II, (45), Director January 1998 1992 to present
Thomas W. Staed, (64), Director January 1997 1987 to present
Mr. J. Hyatt Brown is currently President and Chief Executive Officer of Poe &
Brown, Inc., and has been in the insurance business with Brown & Brown, Inc.,
its predecessor, since 1959. Mr. Brown also serves as a director of Rock Tenn
Co., Suntrust Banks, Inc., BellSouth Corporation, and FPL Group, Inc. Mr. Paul
A. Cameron was President and Chief Executive Officer and Vice-Chairman of
Purolator Courier Corporation from 1972 until his retirement in 1983. Mr.
Cameron also serves as a director of Schwitzer, Inc., Alteon, Inc., Bessemer
Trust and The Christiana Companies Inc. Mr. H. Lee Combs is a Certified Public
Accountant and has been employed by International Speedway Corporation for more
than five (5) years. Mr. Robert W. Emerick retired from the position of
Director of Public Relations, Pontiac Motor Division, General Motors Corp-
oration in July of 1974. Mr. William C. France and Mr. James H. Foster have
been employed by International Speedway Corporation for more than five (5)
years. Mr. William C. France serves as director of Outboard Marine Corporation.
Mr. Christy F. Harris has been engaged in the private practice of Business and
Commercial law with Harris & Midyette & Geary, P.A., for more than five (5)
years. Mrs. Lesa D. Kennedy has been Secretary since November 1987, and
Treasurer since January 1989. She had been Assistant Treasurer since November
1984. Mr. Chapman Root, II, has been President of The Root Company since 1989.
Mr. Root also serves as a director for First Financial Corp. and Terre Haute
First National Bank. Mr. Thomas W. Staed is President of Oceans Eleven
Resorts, Inc., and has been in the hotel/motel business for more than the past
five (5) years.
The Board of Directors met four times during the fiscal year ended August 31,
1995. The Audit Committee of the Board of Directors, which since January 1992
has consisted of Messrs. Brown, Emerick and Mason, met once during the fiscal
year. The functions performed by the Audit Committee include meeting with the
auditors to discuss the scope, fees, timing and results of the annual audit,
reviewing the consolidated financial statements and other duties deemed
appropriate by the Board. The Compensation Committee of the Board of
Directors, which consists of Messrs. Cameron, Root and Staed, met twice during
the fiscal year. The functions performed by the Compensation Committee include
reviewing existing compensation levels and making recommendations to Management
and the full Board of Directors as well as other duties deemed appropriate by
the Board. The Corporation does not have a standing nominating committee of the
Board of Directors or a committee performing similar functions.
Those directors who are not employees of the Company are paid a monthly
retainer of $500 and additional fees at the rate of $1000 plus expenses for
each meeting of the Board that they attend and at the rate of $500 plus
expenses for each meeting of a committee of the Board that they attend.
<PAGE>
<PAGE>
ITEM III
SUMMARY COMPENSATION TABLE
Long Term
Compensation
----------------
Annual Compensation
----------------------------------------------
(a) (b) (c) (d) (f) (i)
Name Restricted All Other
and Stock Compen-
Principal Award(s) sation
Position Year Salary ($) Bonus ($) ($) ($)(1)
- -------------------------------------------------------------------------------
- -
William C. France 1995 $241,981 $126,850 $ 0 $ 6,015
Chairman & CEO 1994 $205,947 $ 86,800 $ 0 $ 3,511
1993 $182,492 $ 74,200 $ 0 $ 2,412
James C. France 1995 $200,121 $ 83,140 $ 0 $ 12,406
President & COO 1994 $173,845 $ 58,640 $ 0 $ 13,009
1993 $156,079 $ 50,116 $ 0 $ 13,983
James H. Foster 1995 $198,861 $ 71,278 $161,275 $ 15,015
Executive Vice 1994 $197,949 $ 63,357 $300,118 $ 17,499
President 1993 $188,140 $ 62,190 $ 0 $ 16,046
John E. Graham 1995 $180,462 $110,228 $ 0 $ 1,607
Vice President 1994 $ 0 $ 0 $ 0 $ 0
1993 $ 0 $ 0 $ 0 $ 0
James H. Hunter 1995 $140,853 $ 39,560 $ 60,986 $ 13,032
Vice President 1994 $112,958 $ 30,896 $ 37,830 $ 7,862
1993 $103,793 $ 19,804 $ 0 $ 5,286
Columns (e), (g) and (h) are omitted from the above table as there is no
compensation to be reported for those categories for the named individuals.
(1) The compensation reported in this column consists of payments for:
insurance, including life insurance, accidental death & dismemberment insurance
and group health insurance expense; medical expense reimbursement; and company
contributions to a 401(k) plan. The amounts paid for each individual for each
category for the last completed fiscal year are: William C. France Ins.
$2,015, Med Reimb. $4,000, 401(k) $0; James C. France - Ins. $2,015, Med Reimb.
$3,735, 401(k) $6,656; James H. Foster - Ins. $5,015, Med Reimb. $4,000, 401(k)
$6,000; John E. Graham - Ins. $1,607, Med Reimb. $0, 401(k) $0; James H. Hunter
- - Ins. $2,015, Med Reimb. $4,000, 401(k) $7,017.
<PAGE>
<PAGE>
ITEM IV
COMMITTEE REPORT ON EXECUTIVE OFFICER COMPENSATION
The Company's Executive Officer Compensation is overseen by the Compensation
Committee of the Board of Directors which is composed entirely of independent
directors.
PHILOSOPHY AND POLICIES. Executive Officer Compensation is structured and
administered to offer competitive compensation based on the Executive Officer's
contribution and personal performance in support of the Company's strategic
plan and business mission.
In 1989, based upon recommendation of the Compensation Committee, the Company
retained TPF&C to perform a salary study to determine benchmark salary ranges.
TPF&C made recommendations to the Company concerning salary ranges and a bonus
structure. The recommendations were followed in establishing the corporate
compensation plan which is reviewed and reevaluated every year. As part of the
overall compensation plan the Company's Executive Officers are grouped in
structured pay grades based upon job responsibility and description. Each
grade has an established range for annual salary. The salary ranges for each
grade were originally established based upon the TPF&C salary study and have
been reevaluated and adjusted annually by the Compensation Committee based
upon changes in market conditions and company performance factors.
CORPORATE PERFORMANCE MEASURES USED TO
DETERMINE EXECUTIVE OFFICER COMPENSATION.
Based on Company performance (determined subjectively by the Committee in
accordance with the sound business judgment of its members after consideration
of (1) earnings per share, (2) return on average assets and (3) return on
shareholders' equity) and established salary ranges, the Committee established
a total pool of dollars which was used to provide for increases in annual
salary compensation to all employees including the Executive Officers other
than the Chairman/CEO and President/COO. The Compensation Committee
recommended a proposed salary for the Chairman/CEO and President/COO to the
entire Board of Directors (other than the Chairman/CEO and President/COO) which
approved the salaries as recommended.
SALARY COMPENSATION. All other Executive Officers' annual salaries were set by
the Chairman/CEO and President/COO who were given the authority to set all
salaries other than their own so long as (1) the total pool of available
dollars allocated for annual salary compensation for Executive Officers was not
exceeded and (2) provided each Executive Officer's annual salary was within the
established range for the salary Grade. In setting Executive Officer salaries
the Chairman/CEO and President/COO considered (1) Company performance as
measured against management goals approved by the Board of Directors, (2)
Personal performance in support of Company goals as measured by annual
evaluation criteria, and (3) Intangible factors and criteria such as payments
by competitors for similar positions although no particular weighting of the
factors or formula was used.
In recommending the annual salaries of the Chairman/CEO and President/COO, the
Committee considered similar criteria as well as the Committee members'
assessment of the Company's financial size and condition.
INCENTIVE COMPENSATION. The Company has an Annual Incentive Compensation
Plan
for Management in which the Executive Officers participate. As a result
Executive Officer Compensation is significantly at risk. Incentive compensa-
tion for Executive Officers can be as high as 29% of total annual compensation.
Each Executive Officer is assigned a target bonus opportunity based on Corp-
orate and Personal goals for the year. The actual bonus for each Executive
Officer will range from 0% to 125% of the target depending upon results of
Corporate and Personal performance during the year. The current corporate
financial measurements used for determination of participation are
<PAGE>
(1) earnings per share, (2) return on average assets and (3) return on share-
holders' equity. These may vary from year to year as established by the Comp-
ensation Committee. Personal performance factors are based on Individual
(Functional) objectives and are tailored for each Executive Officer.
A portion of each Executive Officer's incentive award will be based upon the
Chairman/CEO and President/COO's discretionary judgment of the individual's
overall performance during the plan year.
The incentive compensation for the Chairman/CEO and President/COO is, again,
proposed by the Compensation Committee and presented to the full Board of
Directors for ratification.
LONG TERM INCENTIVE PLAN COMPENSATION. In 1993, based upon
recommendation of
the Compensation Committee, the Company retained the HayGroup to assist in the
design of a long term incentive compensation plan for specified key employees,
which is known as the "International Speedway Corporation 1994 Long-Term
Incentive Plan." This plan was recommended by the Compensation Committee of
the Board of Directors, unanimously approved by all outside directors and rat-
ified by the entire Board of Directors on November 17, 1993. It was approved
by the written consent of the holders of a majority of the outstanding shares
of the Company on the same date. The purpose of this plan is to attract and
retain qualified and competent executives by providing significant opportun-
ities for capital accumulation and to enhance the growth and profitability of
International Speedway Corporation (the "Company") by focusing on long-term
goals and creation of increases in shareholder value. The long term incentive
plan sets aside 50,000 shares of restricted stock for implementation of the
plan. Awards of restricted shares of Stock will be assigned to officers and
key employees who are capable of having a significant impact on the performance
of the Company. The amount of shares for each participant is based primarily
on an analysis and recommendations by compensation specialists of the HayGroup.
Future Awards are to be granted for continued participation in the plan and
upon continued Company performance in fiscal years 1994, 1995 and 1996. The
restricted shares will be granted to participants each year based upon the
Company's performance as measured against annual financial goals established by
the Board of Directors. The number of shares granted can range from 0 to 125%
of the targeted award depending upon the Company's actual operating results as
compared to its annual financial goals. Several aspects of the plan and its
implementation are subject to the discretion of the Compensation Committee.
The shares granted under the plan are restricted and do not immediately vest to
the participant, but, instead carry a continued employment restriction of 3
years on 50% of the grant and 5 years on the other 50% of the grant. If
employment ends for reasons acceptable to the Compensation Committee (death,
disability, retirement, etc.) the company may determine to vest all or a
portion of the unvested and unearned restricted shares. Termination of employ-
ment for any other reason will result in forfeiture of all unvested and un-
earned shares.
Prior to vesting the participant may vote the shares and receive dividends on
the restricted shares as granted. Prior to vesting the certificates for the
restricted shares will be held by an escrow agent. After vesting (three years
from grant for 50% of each award and five years from grant for the remaining
50% of each award) the certificates for the restricted shares will be delivered
to the participant. The Company shall have the right of first refusal to buy
any stock issued (and vested) under this plan which any participant wishes to
sell.
CHAIRMAN/CEO COMPENSATION BASES. The Compensation Committee determined a 17.5%
increase in Chairman/CEO compensation was appropriate in light of the continued
growth in earnings per share in 1994.
Paul A. Cameron
Thomas W. Staed
Chapman J. Root, II
<PAGE>
<PAGE>
PERFORMANCE GRAPH
The rules of the Securities and Exchange Commission (SEC) require the Company
to provide a line graph covering at least the last five fiscal years and comp-
aring the yearly percentage change in the Company's total shareholder return on
common stock with the cumulative total return of a broad equity index assuming
reinvestment of dividends and the cumulative total return, assuming reinvest-
ment of dividends, of a published industry or line-of-business index; peer is-
suers selected in good faith; or issuers with similar market capitalization.
The graph below compares the cumulative total return of the Company's common
stock with that of the index of all NASDAQ stocks and with the 40 NASDAQ issues
listed in SIC codes 7900-7999, which encompasses service businesses in the
amusement, sports and recreation industry, which includes indoor operations
which are not subject to the impact of weather on operations and pari-mutual
and other wagering operations. The Company conducts large outdoor sporting and
entertainment events which are subject to the impact of weather, and is not
involved in pari-mutual or other wagering. The stock price shown has been
estimated from the high and low prices for each quarter for which the close is
not available. Because of the unique nature of the Company's business and the
fact that no public information is available concerning any of its direct major
competitors the Company does not believe that the information presented below
is meaningful.
COMPARISON OF FIVE YEAR CUMULATIVE RETURN
AMONG INTERNATIONAL SPEEDWAY CORP., NASDAQ Market Index and
NASDAQ SIC 7900
Index
[The line graph on the copy furnished to shareholders depicts the plotting of
the following information.]
Measurement Period ISC NASDAQ NASDAQ
(Fiscal Year Covered) Market SIC 7900
Index Index
Measurement Pt - 8/31/90 $100.00 $100.00 $100.00
FYE 8/31/91 $148.15 $141.88 $108.46
FYE 8/31/92 $197.01 $153.88 $119.53
FYE 8/31/93 $259.61 $203.00 $286.17
FYE 8/31/94 $263.92 $211.36 $198.55
FYE 8/31/95 $562.92 $284.00 $155.24
<PAGE>
<PAGE>
ITEM V
There are four members of the France family presently serving as Officers
and/or Directors: William C. France and James C. France are brothers. Lesa
D. Kennedy and Brian Z. France are the children of William C. France. There
are no other family relationships among the Officers and Directors.
Some of the major events conducted by the Company are late model stock
car races sanctioned by the National Association for Stock Car Auto Racing,
Inc. (NASCAR). NASCAR is a member of the France Family Group which controls
61.41% of Company stock. Standard NASCAR sanction agreements require racetrack
operators to pay various monies to NASCAR for each sanctioned event conducted.
Included are sanction fees and prize and point fund monies. The prize and
point fund monies are distributed by NASCAR to participants in the events.
Since the beginning of the Company's last fiscal year, it paid NASCAR the
amounts indicated for the following sanctioned events: Busch Clash - $317,500;
Florida 200 - $116,121; Goody's 300 - $707,644; Daytona 500 and related events
- - $3,575,980; TranSouth Financial 500 - $990,659; Winston Select 500
- - $1,224,463; Pepsi 400 - $1,232,688; Mark III Vans 200 - $287,326; Humminbird
Fishfinders 500k - $444,809; Gatorade 200 - $283,759; DieHard 500 - $1,180,900;
Mountain Dew Southern 500 - $1,073,956.
In addition to the above, NASCAR paid the Company the sum of $122,601 (ex-
cluding sales tax) for office space rental at Daytona. There were no other
transactions between NASCAR and the Company during the last fiscal year in
which the amount involved exceeded $60,000. In addition to the above and in
the normal course of operations, NASCAR and the Company exchange funds to
properly settle accounts for shared expenses relating to, among other things,
administrative matters and travel. All of these transactions, payments and
exchanges are considered normal in the ordinary course of business. Trans-
actions, payments and exchanges similar to all of the above are planned during
the Company's current fiscal year.
ITEM VI
The Board of Directors intends to appoint Ernst & Young LLP, independent
certified public accountants, as auditors for the fiscal year ending August 31,
1996. Ernst & Young LLP, and its predecessors have served as the Company's
auditors since 1966. Representatives of Ernst & Young, will be present at the
annual meeting of shareholders with the opportunity to make a statement, if
they so desire, and will be available to respond to appropriate questions from
shareholders.
ITEM VII
Management knows of no matters to come before the meeting other than those
stated above.
Dated this 29th day of November,
1995, at Daytona Beach, Florida
/s/ Lesa D. Kennedy
..................................
Lesa D. Kennedy, Secretary
