FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
(Mark One)
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended August 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
Commission file number 0-2384
INTERNATIONAL SPEEDWAY CORPORATION
(Exact name of registrant as specified in its charter)
FLORIDA 59-0709342
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
1801 WEST INTERNATIONAL SPEEDWAY BOULEVARD, DAYTONA BEACH, FLORIDA 32114
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 904-254-2700
Securities registered pursuant to Section 12 (b) of the Act:
Title of each class Name of each exchange on which registered
None None
Securities registered pursuant to
Section 12 (g) of the Act: Common Stock - $.10 par value
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. [x] Yes [ ] No
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (Section 229.405 of this chapter) is not contained
herein,
and will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [x]
The aggregate market value of the voting stock held by nonaffiliates of the
registrant as of November 1, 1995 was $204,529,920 based upon the average
bid/ask quotation for that date and the assumption that all directors and
officers of the Company, and their families, are affiliates. At November 1,
1995, 2,293,065 shares of common stock, $.10 par value per share were
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE. - NONE -
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PART I
ITEM 1. BUSINESS
International Speedway Corporation and its subsidiaries (the "Company") are
predominantly sports oriented, producing and conducting motor sport activities
in the form of stock car, sports car, motorcycle and go-kart racing events for
spectators at the Daytona International Speedway in Daytona Beach, Florida,
Talladega Superspeedway in Talladega County, Alabama, Darlington Raceway in
Darlington, South Carolina, Tucson Raceway Park in Pima County, Arizona, and
Watkins Glen International in Watkins Glen, New York (see Item 2,
"Properties"). The Company conducts the food, beverage and souvenir
operations at most of these facilities through its wholly-owned subsidiary,
Americrown Service Corporation, and produces and syndicates race and
race-related radio broadcasts through MRN Radio. This is a dominant industry,
as these activities amount to more than 90% of the total operations of the
Company for the year ended August 31, 1995 and for the previous four years.
Among 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), and conducted in accordance with the rules and regulations of
NASCAR. Other racing events are sanctioned by the International Motor Sports
Association (IMSA), the American Motorcyclist Association (AMA), the
Championship Cup Series (CCS), the Automobile Racing Club of America (ARCA),
the Sports Car Club of America (SCCA), the World Karting Association (WKA),
the Federation Internationale de l'Automobile (FIA), and the Federation
Internationale Motorcycliste (FIM).
Major racing events, dates and the sanctioning organizations were:
EVENT DATE SANCTIONED BY
Gatorade 200 September 3, 1994 NASCAR
Mountain Dew Southern 500 September 4, 1994 NASCAR
Daytona Fall Motorcycle Races October 21-23, 1994 AMA
WKA World Enduro Championships December 27-30, 1994 WKA
Rolex 24 at Daytona February 4-5, 1995 IMSA, FIA
ARCA 200 February 12, 1995 ARCA
Busch Clash of '95 February 12, 1995 NASCAR
Gatorade Twin 125's February 16, 1995 NASCAR
Florida 200 February 17, 1995 NASCAR
IROC Round One February 17, 1995 NASCAR
Goody's 300 February 18, 1995 NASCAR
Daytona 500 February 19, 1995 NASCAR, FIA
Championship Cup Series Races March 3-5, 1995 CCS
Classics Day Vintage Races March 6-7, 1995 AMA
International Lightweight 100k March 10, 1995 AMA, FIM
Daytona Supercross By Honda March 11, 1995 AMA, FIM
Camel Dirt Track Race March 11, 1995 AMA
Daytona 200 by ARAI March 12, 1995 AMA, FIM
Mark III Vans 200 March 25, 1995 NASCAR
IROC Round Two March 25, 1995 NASCAR
TranSouth Financial 400 March 26, 1995 NASCAR
Food World 500k April 29, 1995 ARCA
IROC Round Three April 29, 1995 NASCAR
Winston 500 April 30, 1995 NASCAR, FIA
Fay's 150 June 24, 1995 NASCAR
Camel Continental X June 25, 1995 IMSA, FIA
Pepsi 400 July 1, 1995 NASCAR, FIA
Humminbird Fishfinders 500k July 22, 1995 NASCAR
DieHard 500 July 23, 1995 NASCAR, FIA
Budweiser at the Glen August 13, 1995 NASCAR
The continuing success of the major racing events is directly related to their
being sanctioned by the aforementioned organizations.
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Ticket sales, net of refunds and sales taxes, for all racing events accounted
for approximately 50% of total revenues for fiscal year ended August 31, 1995,
52% for August 31, 1994, and 53% for August 31, 1993. Food, beverage and
souvenir income accounted for approximately 18% of total revenues for fiscal
year ended August 31, 1995, 18% for August 31, 1994, and 16% for August 31,
1993. Other related revenues primarily include parking fees, entry fees,
hospitality services, promotions, and television and radio broadcast rights
and advertising.
The Company produces and sells a souvenir racing program for all of the major
racing events during the year. Program advertising is sold to both local and
national advertisers. Prior to September 30, 1992 the Company contracted
concessions at its Daytona and Talladega race tracks to outside
concessionaires. The lease agreements for the Daytona and Talladega tracks
terminated on September 30, 1992. Concessions for the Daytona, Talladega, and
Darlington tracks are now performed by a subsidiary (Americrown).
During the current year the Company received income from both radio and
television broadcasts of various racing events covered by the Motor Racing
Network (MRN), the Columbia Broadcasting System (CBS), the Entertainment and
Sports Programming Network (ESPN) and The Nashville Network (TNN).
Revenue producing activities not related to motor sports include operations of
the Talladega Municipal Airport, adjacent to the Talladega Superspeedway,
which is operated by North American Testing Company, one of the wholly-owned
subsidiaries of International Speedway Corporation. The total income produced
by these activities is less than 10% of the consolidated income of the Company
and its subsidiaries.
The field of motor racing has several areas of intense competition: NASCAR
and ARCA stock car events, USAC and IndyCar racing events, SCCA and IMSA
sports car events and AMA and CCS motorcycle events held nationally on oval,
dirt track and road course facilities. The International Speedway Corporation
tracks at Daytona and Talladega are both approximately 2.5 mile tri-oval types
with infield road courses. The Darlington track is a 1.366 mile high banked
oval. The Tucson track is a 3/8 mile oval track. Watkins Glen is a 3.37 mile
road course facility. All of the Company's tracks are multi-event facilities.
The major tracks in competition with the Company's larger facilities include
the Indianapolis Motor Speedway, Indianapolis, Indiana - 2.5 mile; Charlotte
Motor Speedway, Charlotte, North Carolina - 1.5 mile; Atlanta Motor Speedway,
Atlanta, Georgia - 1.5 mile; New Hampshire International Speedway, Loudon, New
Hampshire - 1.058 mile; North Carolina Motor Speedway, Rockingham, North
Carolina - 1.017 mile; Pocono International Speedway, Pocono, Pennsylvania -
2.5 mile; Michigan International Speedway, Brooklyn, Michigan - 2 mile;
Sebring, Florida - Airport road course; and Miami, Florida - Road course in
public park. Most of these tracks run at least one NASCAR Winston Cup race or
IMSA race or a combination of the two each year. Events sanctioned by other
racing associations often are held on the same dates at separate tracks in
competition with the NASCAR and IMSA event dates.
There are other stock car race tracks located throughout the country which are
in competition with the Company's Tucson facility. Generally, these range
from .5 to 1 mile tracks, and in some cases, they are dirt tracks.
The Daytona International Speedway, along with the Indianapolis Motor
Speedway, holds a high place in the sport of auto racing in regard to
prestige, caliber of events, attendance, etc.
The Company has approximately 320 permanent employees and approximately 3,900
additional temporary part-time employees during major racing activities.
ITEM 2. PROPERTIES
The Company controls high banked asphalt speedways in Florida, Alabama and
South Carolina, and a 3/8 mile oval paved track in Arizona, owns a 50% share
of a 3.37 mile asphalt road course track in New York and owns concessions
warehouses in Daytona and Talladega. The Florida track, Daytona International
Speedway, is located at Daytona Beach in Volusia County. Approximately 440
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acres of land for the track, parking areas and office at Daytona Beach are
leased from the Daytona Beach Racing and Recreational Authority. The Company
also owns approximately 15 acres of property adjacent to the Daytona
International Speedway.
The Alabama track, Talladega Superspeedway, is located in Talladega County,
Alabama. It is situated on approximately 1,365 acres owned by the Company.
Most of the land is reserved for agricultural use, except for that portion
used for the track and parking areas. An additional 114.9 acres of property
owned by the Company are located immediately north of the entrance to the
Talladega track. The property was purchased to provide for possible future
expansion of the speedway facilities and to provide protection against uses of
that property for purposes which might not be compatible with the Talladega
Superspeedway activities.
The South Carolina track, Darlington Raceway, is located in Darlington, South
Carolina. It is situated on approximately 230 acres owned by South Carolina
International Speedway Corporation. The facilities include a 1.366 mile
asphalt high banked track, garages, pits, buildings, grandstands and
bleachers.
The Arizona track, Tucson Raceway Park, is located in Pima County, Arizona.
It is situated on part of the Pima County Fairgrounds subleased from the
Southwestern Fair Commission as Lessee and Manager of the Pima County
Fairgrounds. The facilities include a 3/8 mile oval track which is paved,
grandstands, bleachers, concessions and restroom building.
The New York facility, Watkins Glen International, is located on approximately
1,100 acres in Schuyler County, N.Y. owned by the Company's 50% owned
subsidiary. The facilities include a 3.37 mile road course track, garages,
pits, buildings, and grandstands.
The concession warehouses in Daytona and Talladega are located on Company
owned land reasonably proximate to the tracks at those locations.
The Company also leases real estate and office space in Talladega, Alabama.
The real estate consists of a building and adjacent parking space, and the
property and premises at the Talladega Municipal Airport. The office space is
located in the International Motor Sports Hall of Fame building.
The Talladega office building site lease expires in 1996. The rental terms
under the Talladega Municipal Airport lease require the Company to pay 50% of
the revenue from monthly aircraft T-Hanger rentals.
The various leases described above will expire as follows:
PROPERTY EXPIRES IN THE YEAR
Daytona Beach real estate 2007 with a 25-year renewal
option to 2032
Talladega office building site 2000 with a 5-year renewal
option to 2005
Talladega adjacent parking space 2018 with a 25-year renewal
option to 2043
Talladega Municipal Airport 2002 with two 10-year
options to 2022
Talladega business offices 1996 with a 1-year renewal
within Hall of Fame building option to 1997
Tucson real estate 1997 with four 4-year renewal
options to 2013
Management believes that all facilities are suitable for current operations
and that such facilities are maintained in a high quality state of repair.
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ITEM 3. LEGAL PROCEEDINGS
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
International Speedway Corporation has only one class of capital stock -
common stock, $.10 par value per share held by 1,373 record holders as of
August 31, 1995. The common stock is traded over the counter. The symbols on
the stock are ISPW and ISWY through CompuServe and the NASDAQ Stock Market OTC
Bulletin Board, respectively. The reported high and low bid prices for each
quarter during the two most recent fiscal years are as follows:
FOR THE YEARS ENDED AUGUST 31
1995 1994
HIGH LOW HIGH LOW
First Quarter . . . . . . . . . . . $102.50 $ 98.00 $ 97.00 $ 90.00
Second Quarter . . . . . . . . . . . $130.00 $102.50 $ 99.00 $ 95.00
Third Quarter . . . . . . . . . . . $142.00 $130.00 $ 99.00 $ 95.00
Fourth Quarter . . . . . . . . . . . $210.00 $142.00 $ 98.00 $ 95.00
Quotations were obtained from the NASDAQ Stock Market Bulletin Board. The
quotations represent prices between dealers and do not include mark-up,
mark-down or commission. These quotations do not necessarily represent actual
transactions.
DIVIDENDS
Dividends of $.70 per share and $.60 per share were declared in the third
quarter and paid in the fourth quarter of fiscal years 1995 and 1994,
respectively.
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ITEM 6. SELECTED FINANCIAL DATA
(Dollars in Thousands
Except Per Share Data)
YEARS ENDED AUGUST 31,
1995 1994 1993 1992 1991
Total Revenues $ 83,893 $ 70,112 $ 59,937 $ 53,479 $ 47,789
Net Income:
Before cumulative effect
of accounting change $ 18,363 $ 14,566 $ 12,475 $ 11,694 $ 10,287
Cumulative effect of
accounting change (1) - - 288 - -
Net Income $ 18,363 $ 14,566 $ 12,763 $ 11,694 $ 10,287
Weighted Average Shares
Outstanding 2,291,922 2,287,878 2,284,499 2,287,410 2,425,085
Earnings per Share:
Before cumulative effect
of accounting change $ 8.01 $ 6.37 $ 5.46 $ 5.11 $ 4.24
Cumulative effect of
accounting change (1) - - .13 - -
Earnings per Share $ 8.01 $ 6.37 $ 5.59 $ 5.11 $ 4.24
Cash Dividends per Share $ .70 $ .60 $ .50 $ .40 $ .30
At year-end:
Total Assets $119,571 $ 96,401 $ 78,487 $ 67,540 $ 58,317
Working Capital $ 20,821 $ 11,839 $ 16,356 $ 13,301 $ 7,765
Long-Term Debt $ - $ - $ - $ 2,300 $ 5,100
(1) Reflects the effect of the change in accounting for income taxes.
See Note 2 to the Consolidated Financial Statements.
Ratios:
Return on Revenues 22% 21% 21% 22% 22%
Return on Equity 22% 21% 23% 27% 31%
Return on Total Assets 15% 15% 16% 17% 18%
Total Liabilities to Equity 40% 41% 42% 55% 76%
This summary should be read in conjunction with "Management's Discussion and
Analysis of Financial Condition and Results of Operations," and the
Consolidated Financial Statements and Notes thereto, which appear elsewhere in
this report.
Certain amounts in prior years have been reclassified to conform to the
current presentation.
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FINANCIAL CONDITION
LIQUIDITY
Management believes that a high degree of liquidity is desirable due to the
inherent insurance and weather risks associated with the production of large
outdoor sporting and entertainment events. The trend during the past several
years has been for the Company to have increasing liquidity. This trend has
been due to a general increase in interest in motor sports, reflected in
increased live and broadcast audiences, and generally favorable weather
conditions for the events conducted at the Company's facilities. However, the
Company is expected to experience decreasing liquidity as it begins to utilize
its liquid assets to finance the capital projects described below under the
caption "Capital Resources".
The Company's combined position in cash and cash equivalents and short-and
long-term investments at August 31, 1995 increased from August 31, 1994
primarily as a result of increased cash flows from operations. The increased
cash flows were offset in part by payments made for capital projects.
The Company's working capital at August 31, 1995 also increased from August
31, 1994 due primarily to the increase in cash and cash equivalents and
short-term investments described above, as well as to an increase in accounts
receivable related to increased royalty and advertising revenues. These
working capital increases were offset in part by the use of cash to finance
capital improvements, an increase in accounts payable related to construction
in progress, an increase in other current liabilities related to compensation
and benefits and by an increase in income taxes payable as a result of income
from operations.
Prepaid expenses and other current assets at August 31, 1995 increased over
the balance at August 31, 1994 primarily as a result of an increase in prepaid
expenses related to the September 1995 Darlington event. The increase in
deferred revenue at August 31, 1995, as compared to August 31, 1994, is due
primarily to increases in seating capacity and certain ticket prices for
future motor sports events to be held at the Company's Daytona, Talladega and
Darlington facilities.
The increases in proceeds from and acquisitions of investments during the year
ended August 31, 1995, as compared to 1994, is due to increased short-term
investment activity. This increased activity resulted from increased cash
flows from operations and fewer capital expenditures in the current year.
The Company intends to continue to maintain the policy of investing excess
cash primarily in short-term investments. The staggered maturities of these
short-term investments would provide the Company with sufficient cash to cover
the expenses arising from a delay, postponement or cancellation of an event
due to poor weather conditions or other contingencies.
Management believes that the Company has the ability to generate adequate
amounts of cash through operations and outside financing, if necessary, to
meet the Company's operational needs on both a long- and short-term basis.
CAPITAL RESOURCES
During fiscal 1995, the Company reacquired 877 shares of its previously issued
common stock at prices ranging from $103 to $163 per share for a total cost of
approximately $106,000. Based upon current liquidity, and absent adverse
changes, the Company may purchase additional stock from time to time at prices
management deems favorable.
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The Company continues to invest in the general improvement and expansion of
its aging facilities. The amount of capital expenditures, however, can
materially change from year to year based on approved projects and the
availability of working capital resources.
During the year ended August 31, 1994, significant additions to spectator
capacity were made. The increase in spectator capacity in fiscal 1995 was
smaller. However, approximately $5.2 million has been spent in the current
fiscal year related to the "Daytona USA"(R) project described below.
The Company's Board of Directors has approved general improvement and
expansion projects with an estimated cost to complete of approximately $6
million at August 31, 1995. These projects consist primarily of additions and
renovations to spectator capacity, paving, concession facilities and
equipment. Management anticipates the completion of these projects within the
next 24 months based on the availability of working capital resources.
In addition to the general capital projects described above, the Company's
Board of Directors approved two significant new capital expenditures in fiscal
1994 - an addition to the Winston Tower at Daytona International Speedway, and
the development of a motor sports themed amusement complex at the Daytona
facility to be called "Daytona USA"(R).
The Winston Tower addition will encompass additional grandstands and suites,
as well as catering and concession facilities. Construction began in July
1995. The project is expected to be completed in the fall of 1996. The
estimated cost to complete this project is approximately $9.8 million.
"Daytona USA"(R) will combine interactive mediums, theaters and numerous
historical memorabilia and exhibits to form a motor sports themed amusement
complex. The complex is being constructed adjacent to the existing Visitors'
Center at Daytona International Speedway. Construction began in July 1995 and
opening is scheduled for the summer of 1996. Total remaining costs related to
this project are expected to approximate $12.8 million.
Based on the Company's current liquidity, cash and investment positions, as
well as the Company's unused lines of credit of approximately $16 million,
management believes that its present capital resources are sufficient to meet
anticipated financing requirements in fiscal 1996. As both the Winston Tower
addition and "Daytona USA"(R) projects are under construction concurrently,
the Company may negotiate outside financing as needed. In management's
opinion, financing resources are available to provide sufficient liquidity for
continuing operations.
Equity investments increased from August 31, 1994 due to the recognition of
the Company's 50% share of the current income from operations at Watkins Glen
International. The Company uses the equity method to account for its
investment in Watkins Glen.
INCOME TAXES
The effective income tax rates for the years ended August 31, 1995 and 1994
were 37.6% and 37.3%, respectively. The deferred income tax liability
increased over the balance at August 31, 1994 primarily as a result of
differences between financial and tax accounting treatments relating to
depreciation expense.
INFLATION
Management does not believe that inflation has had a material impact on
operating costs and earnings of the Company. The Company has demonstrated the
ability to appropriately adjust prices in reaction to changing costs and has
aggressively pursued an ongoing cost improvement effort.<PAGE>
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RESULTS OF OPERATIONS
REVENUES
Admission income increased during the years ended August 31, 1995 and 1994 due
to increases in attendance and increases in certain ticket prices. Attendance
at NASCAR Winston Cup events conducted at the Company's facilities increased
approximately 9% in fiscal 1995 and fiscal 1994. The increases in attendance
in both years resulted from the continued overall increased interest in motor
sports as well as increased seating capacity at the Company's Daytona,
Talladega and Darlington facilities.
During both fiscal 1994 and fiscal 1995, the Company's wholly-owned
subsidiary, Americrown Service Corporation ("Americrown") expanded its
operations through new business opportunities. During fiscal 1994, Americrown
assumed the catering operations at the Company's Daytona and Talladega
facilities. In 1995, the catering operation at Daytona International Speedway
was further increased. In addition, during the year ended August 31, 1995,
Americrown expanded its operations by providing food and beverage services at
two outdoor sporting events unrelated to International Speedway Corporation.
The revenue generated by these new business opportunities accounted for
approximately one-quarter of the increase in food, beverage and souvenir
income during the year ended August 31, 1995, and over 40% of the increase in
fiscal 1994.
The remaining increase in food, beverage and souvenir income for the years
ended August 31, 1995 and 1994 resulted from increases in both food service
and souvenir merchandise revenue. Management believes increased attendance at
events conducted at the Company's facilities contributed to increases in food
service and souvenir merchandise sales in both periods. In addition, per
capita food service revenue increased approximately 16% and 17% during the
years ended August 31, 1995 and 1994, respectively, as a result of changes to
menus and pricing, while strategic merchandising efforts implemented in fiscal
1994 resulted in a per capita increase in souvenir revenues of approximately
8% in that year.
The increased interest in motor sports is reflected in both live and broadcast
audiences. This continued interest has enabled the Company to successfully
negotiate favorable contracts for broadcast rights, promotional fees and
advertising in both fiscal 1994 and 1995. The combined effect of these
contracts accounted for approximately 60% and 70% of the increase in other
related income for the years ended August 31, 1995 and 1994, respectively.
Increased rentals of the Company's hospitality facilities accounted for the
majority of the remaining increase in other related income for the year ended
August 31, 1994, while approximately 60% of the remaining increase in fiscal
1995 resulted from royalties received from the Company's trademark licenses.
The majority of the increase in royalties resulted from fees received from a
single licensee which manufactures home entertainment products.
During fiscal 1995, the Company conducted eight events at its Tucson facility
which were promoted as "Winter Heat." Promotional and broadcast revenues
related to these new events accounted for the remaining increase in other
related income for the year ended August 31, 1995. The Company has negotiated
a single-year renewal for the promotion and broadcast of the Winter Heat
series in fiscal 1996.
The Company's average cash balances have increased as operations have
expanded. This increase in average cash balances, combined with generally
higher average interest rates, resulted in increased interest income during
the years ended August 31, 1995 and 1994.
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The motor sports industry generates significant revenues each year from the
promotion, sponsorship and advertising of various companies and their
products. General economic conditions and government regulation can adversely
impact the availability to motor sports of these promotion, sponsorship and
advertising revenues. In August 1995, the federal Food and Drug Administration
("FDA") announced proposed regulations that, if implemented, could potentially
restrict tobacco industry sponsorship of sporting events. Revenue generated by
tobacco industry sponsorship of the Company's events accounted for less than
5% of other related income in each of the last 3 years.
The lengthy regulatory rulemaking process related to the FDA's proposed
regulations encompasses several phases, and the first phase is currently
underway. There are several legal challenges pending which will likely extend
the process. The final outcome of these proposed regulations is uncertain, and
the impact on International Speedway Corporation, if any, is unclear.
EXPENSES
Standard NASCAR sanction agreements require a percentage of broadcast revenues
be paid as prize money to participants in the events. As a result of increased
broadcast revenues, the Company experienced a corresponding increase in prize
money in both fiscal 1995 and fiscal 1994. This increased prize money,
combined with increased point fund money, accounted for more than 80% of the
increase in prize and point fund monies and NASCAR sanction fees for the years
ended August 31, 1995 and 1994.
As food, beverage and souvenir income increase, the Company experiences a
corresponding increase in related expenses. The overall cost of sales for
food, beverage and souvenirs was reduced by 2% for the year ended August 31,
1995. In addition, during the current fiscal year, the Company discontinued
the mail order catalog developed and distributed during fiscal 1994. The
elimination of promotional costs associated with the catalog reduced food,
beverage and souvenir expenses an additional 2% during the current year. These
decreases were partially offset by increased monies spent by Americrown for
business development as it continues to seek new business opportunities.
After consideration of the reduction in the cost of sales percentage,
decreased mail order promotion costs and increased business development costs,
food, beverage and souvenir expenses, as a percent of revenue, remained
constant at approximately 65% of revenue during the year ended August 31,
1995.
Substantially all of the increase in food, beverage and souvenir expense for
fiscal 1994 is attributable to increased cost of sales, payroll and personnel
costs, event support costs and travel costs related to the expanded operations
of Americrown, as discussed above.
Promotion, general and administrative expenses have remained constant at
approximately 24% of combined admission income and other related income for
the years ended August 31, 1995, 1994 and 1993.
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Report of Independent Certified Public Accountants
The Board of Directors and Shareholders
International Speedway Corporation
We have audited the accompanying consolidated balance sheets of International
Speedway Corporation and subsidiaries as of August 31, 1995 and 1994, and the
related consolidated statements of income, shareholders' equity and cash flows
for each of the three years in the period ended August 31, 1995. Our audits
also included the consolidated financial statement schedule of International
Speedway Corporation listed in item 14(a). These financial statements and
schedule are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements and
schedule based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
schedule are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements and schedule. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position
of International Speedway Corporation and subsidiaries at August 31, 1995 and
1994, and the consolidated results of their operations and their cash flows
for each of the three years in the period ended August 31, 1995, in conformity
with generally accepted accounting principles. Also, in our opinion, the
related financial statement schedule, when considered in relation to the basic
financial statements taken as a whole, presents fairly in all material
respects the information set forth therein.
As discussed in Note 2 to the consolidated financial statements, in 1993 the
Company changed its method of accounting for income taxes.
/s/ Ernst & Young LLP
Jacksonville, Florida
October 20, 1995
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Consolidated Balance Sheets
August 31
1995 1994
______________________
(In Thousands)
ASSETS
Current Assets:
Cash and cash equivalents.......................... $ 7,871 $ 5,227
Short-term investments (Notes 2 and 10)............ 30,950 21,920
Receivables, less allowances of $35................ 1,794 1,347
Inventories........................................ 1,158 1,069
Prepaid expenses and other current assets.......... 3,122 1,800
________ ________
Total Current Assets................................. 44,895 31,363
Property and Equipment:
Land and leasehold improvements.................... 3,444 3,433
Buildings, grandstands and tracks.................. 73,216 68,334
Furniture and equipment............................ 13,110 12,170
Construction in progress........................... 11,221 2,962
________ ________
100,991 86,899
Less: accumulated depreciation..................... 30,692 28,320
________ ________
70,299 58,579
Other Assets:
Cash surrender value of life insurance............. 489 459
Equity investment (Note 7)......................... 2,913 2,628
Long-term investments (Notes 2 and 10)............. 747 3,187
Other.............................................. 228 185
________ ________
4,377 6,459
_________ ________
Total Assets......................................... $119,571 $ 96,401
========= ========
See accompanying notes. <PAGE>
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August 31
1995 1994
______________________
(In Thousands)
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable................................... $ 2,619 $ 1,452
Income taxes payable (Note 3)...................... 324 52
Deferred income.................................... 19,852 17,150
Other current liabilities.......................... 1,279 870
_________ ________
Total Current Liabilities............................ 24,074 19,524
Deferred income taxes (Note 3)....................... 10,250 8,600
Commitments and Contingencies (Note 6)
Shareholders' Equity (Note 5):
Common stock, $.10 par value, 5,000,000 shares
authorized; 3,502,585 and 3,498,768 issued
in 1995 and 1994, respectively................... 350 350
Capital in excess of par value..................... 2,350 1,861
Retained earnings.................................. 88,942 72,290
_________ ________
91,642 74,501
Less: Treasury stock - at cost, 1,209,520 shares..... 5,599 5,599
Unearned compensation - restricted stock
(Note 9)..................................... 796 625
_________ ________
Total Shareholders' Equity........................... 85,247 68,277
_________ ________
Total Liabilities and Shareholders' Equity........... $ 119,571 $ 96,401
========= ========
See accompanying notes. <PAGE>
<PAGE>
Consolidated Statements of Income
Year Ended August 31
1995 1994 1993
_____________________________________
(In Thousands, Except Per Share Data)
REVENUES:
Admissions, net......................... $ 42,266 $ 36,294 $ 31,644
Food, beverage and souvenir income...... 15,029 12,664 9,729
Other related income.................... 25,162 20,182 17,753
Interest income......................... 1,436 972 811
________ ________ ________
83,893 70,112 59,937
EXPENSES:
Direct expenses:
Prize and point fund monies
and NASCAR sanction fees............ 11,765 9,412 8,251
Food, beverage and
souvenir expenses................... 9,725 8,663 5,569
Other direct expenses................. 8,636 8,564 7,838
Promotion, general and
administrative expenses............... 16,567 13,415 12,232
Other related expenses.................. 2,985 3,002 2,652
Depreciation expense.................... 4,798 3,828 3,006
Interest expense........................ - - 87
________ ________ ________
54,476 46,884 39,635
________ ________ ________
Income before income taxes................ 29,417 23,228 20,302
Income taxes (Note 3)..................... 11,054 8,662 7,827
________ ________ ________
Income before cumulative effect
of change in accounting principle....... 18,363 14,566 12,475
Cumulative effect of change in
accounting for income taxes (Note 2).... - - 288
________ ________ ________
Net Income................................ $ 18,363 $ 14,566 $ 12,763
======== ======== ========
Earnings per Share:
Before cumulative effect of
accounting change..................... $ 8.01 $ 6.37 $ 5.46
Cumulative effect of
accounting change (Note 2)............ - - .13
________ ________ ________
Earnings per Share........................ $ 8.01 $ 6.37 $ 5.59
======== ======== ========
Dividends per Share....................... $ .70 $ .60 $ .50
======== ======== ========
See accompanying notes. <PAGE>
<PAGE>
Consolidated Statements of Shareholders' Equity
Unearned
Common Capital Compen- Total
Stock In Excess Treas- sation - Share-
$.10 Par of Par Retained ury Restricted holders'
Value Value Earnings Stock Stock Equity
___________________________________________________________
(In Thousands)
BALANCE AT
AUGUST 31, 1992..$ 349 $ 1,103 $ 47,785 $(5,599) $ - $ 43,638
Net income....... - - 12,763 - - 12,763
Cash dividends
($.50 per share) - - (1,142) - - (1,142)
Reacquisition of
previously
issued common
stock (Note 5). - - (23) - - (23)
______ ________ _________ _________ _______ _________
BALANCE AT
AUGUST 31, 1993.. 349 1,103 59,383 (5,599) - 55,236
Net income....... - - 14,566 - - 14,566
Cash dividends
($.60 per share) - - (1,374) - - (1,374)
Reacquisition of
previously
issued common
stock (Note 5). - (1) (285) - - (286)
Restricted stock
granted
(Note 9)....... 1 759 - - (760) -
Amortization of
unearned
compensation
(Note 9)....... - - - - 135 135
______ ________ _________ _________ ______ _________
BALANCE AT
AUGUST 31, 1994.. 350 1,861 72,290 (5,599) (625) 68,277
Net income....... - - 18,363 - - 18,363
Cash dividends
($.70 per share) - - (1,605) - - (1,605)
Reacquisition of
previously
issued common
stock (Note 5). - - (106) - - (106)
Restricted stock
granted
(Note 9)........ - 489 - - (489) -
Amortization of
unearned
compensation
(Note 9)........ - - - - 318 318
______ ________ _________ _________ _______ ________
BALANCE AT
AUGUST 31, 1995..$ 350 $ 2,350 $ 88,942 $ (5,599) (796) $85,247
====== ======== ========= ========= ======= ========
See accompanying notes. <PAGE>
<PAGE>
Consolidated Statements of Cash Flows
Year Ended August 31
1995 1994 1993
__________________________________________
(In Thousands)
OPERATING ACTIVITIES
Net income......................... $ 18,363 $ 14,566 $ 12,763
Adjustments to reconcile net
income to net cash provided
by operating activities:
Depreciation................. 4,798 3,828 3,006
Amortization of unearned
compensation................ 318 135 -
Deferred income taxes........ 1,650 1,710 1,003
Undistributed (earnings)
loss of affiliate.......... (285) (207) 27
Loss (gain) on disposition
of property and equipment.. 251 (1) (5)
Changes in Operating Assets
and Liabilities:
Receivables.............. (447) (232) 102
Inventories.............. (89) 83 (496)
Prepaid expenses and
other current assets... (1,322) (402) (81)
Cash surrender value of
life insurance......... (30) (33) (26)
Other assets............. (61) 49 35
Accounts payable......... 1,167 546 (89)
Deferred income.......... 2,702 2,764 2,326
Income taxes payable..... 272 (139) 31
Other current
liabilities............ 409 (8) (22)
Net Cash Provided by ________ ________ ________
Operating Activities............... 27,696 22,659 18,574
INVESTING ACTIVITIES
Acquisition of investments......... (125,982) (54,370) (74,762)
Proceeds from maturities
of investments................... 119,392 52,192 74,029
Capital expenditures............... (16,831) (19,729) (10,294)
Proceeds from sales of
property and equipment........... 80 12 11
Net Cash Used in Investing ________ ________ ________
Activities....................... (23,341) (21,895) (11,016)
FINANCING ACTIVITIES
Reacquisition of previously issued
common stock..................... (206) (286) (23)
Payments of debt................... - - (3,900)
Cash dividends paid................ (1,605) (1,374) (1,142)
Net Cash Used in Financing ________ ________ ________
Activities......................... (1,711) (1,660) (5,065)
________ ________ ________
Net Increase (Decrease) in Cash
and Cash Equivalents............... 2,644 (896) 2,493
Cash and Cash Equivalents at
Beginning of Year.................. 5,227 6,123 3,630
________ ________ ________
Cash and Cash Equivalents at
End of year........................ $ 7,871 $ 5,227 $ 6,123
======== ======== ========
See accompanying notes.<PAGE>
<PAGE>
Notes to Consolidated Financial Statements August 31, 1995, 1994 and 1993
1. ACCOUNTING POLICIES
Operations:
The Company's operations are predominately motor sport racing activities.
Principles of Consolidation:
The accompanying consolidated financial statements include the accounts of
International Speedway Corporation and its wholly-owned subsidiaries (the
"Company"). All material intercompany accounts and transactions have been
eliminated in consolidation.
Cash and Cash Equivalents:
For purposes of reporting cash flows, cash and cash equivalents include cash
on hand, bank demand deposit accounts and money market accounts at investment
firms. Cash and cash equivalents exclude certificates of deposit, U.S.
Treasury Notes and U.S. Treasury Bills, regardless of original maturity.
Investments:
Short-term investments consist of certificates of deposit and securities
held-to-maturity which are due in one year or less. Certificates of deposit
are readily convertible to cash and are stated at cost which approximates
market value.
Long-term investments consist of securities held-to-maturity which are due
after one year.
The equity investment represents a 50% ownership interest in a company which
is accounted for using the equity method.
The Company determines the appropriate classification of investments at the
time of purchase and reevaluates such designation as of each balance sheet
date. Debt securities are classified as held-to-maturity based on the
Company's positive intent and ability to hold the securities to maturity.
These securities are stated at cost. Interest and dividends are included in
interest income.
Inventories:
Inventories of items for resale are stated at the lower of cost, determined on
the first-in, first-out basis, or market.
Property and Equipment:
Property and equipment, including improvements to existing facilities, are
stated at cost. Depreciation is provided for financial reporting purposes
using either the straight-line or accelerated methods over estimated useful
lives as follows:
Leasehold improvements 5 - 75 years
Buildings, grandstands and tracks 5 - 34 years
Furniture and equipment 3 - 20 years
Income Taxes:
Effective September 1, 1992, the Company adopted Financial Accounting
Standards Board ("FASB") Statement No. 109, "Accounting for Income Taxes," as
more fully described in Note 2 - "Accounting Changes."
Admission Income:
Admission income and all race-related revenue is earned upon completion of an
event and is stated net of admission and sales taxes collected. Refundable
advance ticket sales and all race-related revenue on future events are
deferred until earned.
Earnings per Share:
Earnings per share have been computed on the weighted average total number of
common shares outstanding during the respective years. Weighted average shares
outstanding for the years ended August 31, 1995, 1994 and 1993, were
2,291,922; 2,287,878 and 2,284,499 shares, respectively.
<PAGE>
<PAGE>
Comparability:
For comparability, certain 1994 and 1993 amounts have been reclassified where
appropriate to conform with the presentation adopted in 1995.
2. ACCOUNTING CHANGES
In May 1993 the FASB issued Statement of Financial Accounting Standards No.
115, "Accounting for Certain Investments in Debt and Equity Securities." The
Statement addresses the accounting and reporting for investments in
marketable equity securities that have readily determinable fair values and
for all investments in debt securities. As permitted under the Statement, the
Company adopted the provisions of the standard as of August 31, 1994. The
effect of adopting this Statement was not material to the consolidated
financial statements.
During the fourth quarter of fiscal year 1993, the Company adopted FASB
Statement No. 109, "Accounting for Income Taxes." As permitted under the
Statement, the Company elected not to restate the financial statements of
prior years. The cumulative effect as of September 1, 1992 of adopting
Statement 109 increased net income by approximately $288,000, or $.13 per
share.
Under Statement 109, the liability method is used in accounting for income
taxes. Under this method, deferred tax assets and liabilities are determined
based on differences between financial reporting and tax bases of assets and
liabilities and are measured using the enacted tax rates and laws that will be
in effect when the differences are expected to reverse. Prior to the adoption
of Statement 109, income tax expense was determined using the deferred method.
Deferred tax expense was based on items of income and expense that were
reported in different years in the financial statements and tax returns and
were measured at the tax rate in effect in the year the difference originated.
3. Federal and State Income Taxes
Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. Substantially all of
the deferred tax liability results from the excess of tax accelerated
depreciation over depreciation for financial reporting purposes.
Significant components of the provision for income taxes for the years ended
August 31 are as follows:
1995 1994 1993
________________________________________
(In Thousands)
Current tax expense:
Federal......................... $ 8,247 $ 6,190 $ 5,727
State........................... 1,150 816 810
Deferred tax expense:
Federal......................... 1,369 1,438 1,130
State........................... 261 218 160
_______ _______ _______
PROVISION FOR INCOME TAXES........... $11,054 $ 8,662 $ 7,827
======= ======= =======
The reconciliation of income tax attributable to continuing operations
computed at the federal statutory tax rates to income tax expense is as
follows:
<PAGE>
<PAGE>
1995 1994 1993
____________________________________________________
(In Thousands)
% OF % OF % OF
PRE-TAX PRE-TAX PRE-TAX
AMOUNT INCOME AMOUNT INCOME AMOUNT INCOME
_______ _______ _______ _______ _______ _______
Income tax computed at
federal statutory rates $10,296 35.0% $ 8,129 35.0% $ 7,045 34.7%
State income taxes, net of
federal tax benefit 884 3.0 670 2.9 633 3.1
Effect of change in tax
rates on beginning
deferred tax liability - - - - 138 .7
Non-taxable share of
(income) loss from
unconsolidated subsidiary (100) (.3) (58) (.3) 8 .1
Other, net 26 (.1) (79) (.3) 3 -
________ ______ ________ ______ ________ ______
$11,054 37.6% $ 8,662 37.3% $ 7,827 38.6%
======== ====== ======== ====== ======== ======
4. LINES OF CREDIT
The Company has two lines of credit with local financial institutions totaling
$16 million expiring in December 1995.
5. REACQUISITION OF PREVIOUSLY ISSUED COMMON STOCK
Pursuant to a Florida statute, shares of previously issued common stock
reacquired on or after July 1, 1990 are classified as authorized but unissued
and are reflected as a reduction in the number of shares issued. Accordingly,
at August 31, 1995, 1994, and 1993 common stock outstanding has been reduced
by the par value of 877; 2,884; and 234 shares, respectively, reacquired by
the Company during each of those years. In addition, the prorated portion of
capital in excess of par value attributable to these shares was charged as a
reduction of that account, with the remaining excess of the cost over par
value of the shares reacquired charged as a reduction of retained earnings.
All shares reacquired prior to July 1, 1990 are classified as authorized and
issued but not outstanding and are recorded in the financial statements as
treasury stock.
6. COMMITMENTS AND CONTINGENCIES
A. In 1985, the Company established a salary incentive plan designed to
qualify under Section 401(k) of the Internal Revenue Code. All employees who
have completed 1,000 hours and 12 months continuous service are eligible to
participate in the plan. The Company makes monthly contributions (subject to
certain limits) to a savings trust to match employee contributions. The level
of the Company matching contribution depends upon the amount of the employee
contribution. Employees become 100% vested upon entrance to the plan.
The Company's contribution expense for the plan was approximately $228,000,
$211,000, and $182,000 for the years ended August 31, 1995, 1994 and 1993,
respectively.
B. In 1990, the Company self-insured its group health plan. The Plan provides
medical benefits for all eligible full-time employees who have completed 30
days of service, and their eligible dependents. A reserve has been established
to accrue estimated claims on a monthly basis.
<PAGE>
<PAGE>
In order to limit the Company's liability under the Plan, a reinsurance
policy, purchased jointly with NASCAR, has been provided for specific excess
losses and aggregate excess losses. The Company's maximum liability is limited
to approximately $510,000 for the twelve month period ending December 31,
1995.
The total expense charged against operations for the years ended August 31,
1995, 1994 and 1993 for actual and estimated claims was approximately
$469,000, $396,000 and $357,000, respectively.
C. The estimated cost to complete construction in progress at August 31, 1995
is approximately $28.6 million.
7. RELATED PARTY DISCLOSURES AND TRANSACTIONS
All of the racing events that take place during the Company's fiscal year are
sanctioned by various racing organizations such as the Sports Car Club of
America (SCCA), Automobile Racing Club of America (ARCA), American
Motorcyclist Association (AMA), International Motor Sports Association (IMSA),
World Karting Association (WKA), Federation Internationale de l'Automobile
(FIA), Federation Internationale Motocycliste (FIM), and the National
Association for Stock Car Auto Racing, Inc. (NASCAR). NASCAR, which sanctions
some of the Company's principal racing events, is a member of the France
Family Group which controls in excess of 60% of the outstanding stock of the
Company and some members of which serve as directors and officers. Standard
NASCAR sanction agreements require racetrack operators to pay sanction fees
and prize and point fund monies for each sanctioned event conducted. The prize
and point fund monies are distributed by NASCAR to participants in the events.
Prize and point fund monies paid by the Company to NASCAR for disbursement to
competitors totaled approximately $10.1, $8.2 and $7.2 million for the years
ended August 31, 1995, 1994 and 1993, respectively.
At August 31, 1995 and 1994, the Company owned 50% of the outstanding common
stock of Watkins Glen International, Inc. ("WGI"). Included in retained
earnings at August 31, 1995 and 1994 is approximately $1,481,000 and
$1,196,000, respectively, of undistributed equity in the earnings of WGI. In
addition, the $200,000 loan made to this entity during fiscal year 1990, has
an outstanding balance of $40,000 at August 31, 1995 which is reflected in
"Other Assets" at that date. In accordance with the provisions of the loan,
this balance plus accrued interest was fully repaid in September 1995.
8. SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid for income taxes and interest for fiscal years ended August 31,
1995, 1994 and 1993 are as follows:
1995 1994 1993
____________________________________
(In Thousands)
INCOME TAXES PAID........................ $ 9,806 $ 7,132 $ 6,506
======= ======= =======
INTEREST PAID............................ $ - $ - $ 229
======= ======= =======
9. LONG-TERM INCENTIVE RESTRICTED STOCK PLAN
In November 1993, the Company's Board of Directors and a majority of the
Company' shareholders approved a long-term incentive restricted stock plan for
certain officers and managers of the Company. Under the Plan, up to 50,000
shares of the Company's common stock may be granted as restricted stock at no
cost to Plan participants. Shares awarded under the Plan vest at the rate of
50% of each award on the third anniversary of the award date and the remaining
50% on the fifth anniversary of the award date. Shares awarded under the Plan
generally are subject to forfeiture in the event of termination of employment
prior to the vesting dates. The Plan participants own the shares and may vote
and receive dividends, but are subject to restrictions under the plan.
Restrictions include the prohibition of the sale or transfer of the shares
during the period prior to vesting of the shares. The Company also has a right
of first refusal to purchase any shares of stock issued under the Plan which
are offered for sale.
<PAGE>
<PAGE>
On January 1, 1995 and 1994, a total of 4,694 and 7,841 restricted shares of
the Company's common stock, respectively, were awarded to certain officers
and managers. The market value of shares on January 1, 1995 and 1994 amounted
to approximately $489,000 and $760,000, respectively, and has been recorded
as "Unearned compensation - restricted stock", which is shown as a separate
component of shareholders' equity in the accompanying consolidated balance
sheets. The unearned compensation is being amortized over the vesting period
of the shares. The total expense charged against operations during the years
ended August 31, 1995 and 1994 was approximately $318,000 and $135,000,
respectively.
10. INVESTMENTS
The following is a summary of Investments:
August 31, 1995
(In Thousands)
______________________________________
Gross Gross Estimated
Unrealized Unrealized Market
Cost Gains Losses Value
______________________________________
HELD-TO-MATURITY SECURITIES
U.S. Treasury Bills....................$ 9,457 $14 $ - $ 9,471
Municipal Securities................... 10,974 3 57 10,920
_______ _______ _______ ________
20,431 17 57 20,391
CERTIFICATES OF DEPOSIT.................. 11,266 - - 11,266
_______ _______ _______ ________
$31,697 $17 $57 $31,657
======= ======= ======= ========
August 31, 1994
(In Thousands)
______________________________________
Gross Gross Estimated
Unrealized Unrealized Market
Cost Gains Losses Value
______________________________________
HELD-TO-MATURITY SECURITIES
U.S. Treasury Bills....................$ 4,931 $13 $ - $ 4,944
Municipal Securities................... 10,635 6 141 10,500
_______ _______ _______ ________
15,566 19 141 15,444
CERTIFICATES OF DEPOSIT.................. 9,541 - - 9,541
_______ _______ _______ ________
$25,107 $19 $141 $24,985
======= ======= ======= ========
The cost and market values of municipal securities include accrued investment
income of approximately $91,000 and $160,000 at August 31, 1995 and 1994,
respectively.
<PAGE>
<PAGE>
The cost and estimated market value of the held-to-maturity securities at
August 31, 1995, by contractual maturity, are shown below. Expected
maturities may differ from contractual maturities because the issuers of
certain securities have the right to prepay obligations.
August 31, 1995
(In Thousands)
____________________________
Estimated
Cost Market Value
____________________________
HELD-TO-MATURITY SECURITIES
Due in one year or less.........................$ 19,684 $ 19,644
Due after one year through three years.......... 247 250
Due after three years........................... 500 497
________ ________
$ 20,431 $ 20,391
======== ========
11. QUARTERLY DATA (unaudited, in thousands, except per share data)
For fiscal year 1995, first quarter results were as follows: total revenues,
$6,890; loss before tax, $1,411; net loss, $871; and loss per share, $.38.
Second quarter results were as follows: total revenues, $35,038; income before
tax, $18,958; net income, $11,672; and earnings per share, $5.09. Third
quarter results were as follows: total revenues, $21,742; income before tax,
$6,211; net income, $3,653; and earnings per share, $1.59. Fourth quarter
results were as follows: total revenues, $20,223; income before tax, $5,659;
net income, $3,909; and earnings per share, $1.70.
For fiscal year 1994, first quarter results were as follows: total revenues,
$5,694; loss before tax, $1,567; net loss, $998; and loss per share, $.44.
Second quarter results were as follows: total revenues, $29,755; income before
tax, $15,670; net income, $9,655; and earnings per share, $4.22. Third quarter
results were as follows: total revenues, $17,203; income before tax, $4,135;
net income, $2,500; and earnings per share, $1.09. Fourth quarter results were
as follows: total revenues, $17,460; income before tax, $4,990; net income,
$3,409; and earnings per share, $1.49.
For fiscal year 1993, first quarter results were as follows: total revenues,
$5,192; loss before tax, $1,003; loss before cumulative effect of change in
accounting principle (Note 2), $755; net loss, $467; loss per share before
cumulative effect of accounting change (Note 2), $.33; and loss per share,
$.20. Second quarter results were as follows: total revenues, $25,908; income
before tax, $13,771; net income, $8,606; and earnings per share, $3.77. Third
quarter results were as follows: total revenues, $13,764; income before tax,
$3,213; net income, $1,930; and earnings per share, $.84. Fourth quarter
results were as follows: total revenues, $15,073; income before tax, $4,321;
net income, $2,694; and earnings per share, $1.18.
<PAGE>
<PAGE>
International Speedway Corporation
Schedule II Valuation and Qualifying Accounts
Additions
Balance Charged to Balance
Beginning Costs and Deductions at End
Description of Period Expenses (A) Period
_____________________________________________
(Thousands of Dollars)
For the year ended
August 31, 1995
Allowance for
doubtful accounts $ 35 $ 62 $ 62 $ 35
For the year ended
August 31, 1994
Allowance for
doubtful accounts $ 35 $ 21 $ 21 $ 35
For the year ended
August 31, 1993
Allowance for
doubtful accounts $ 30 $ 68 $ 63 $ 35
(A) Uncollectible accounts written off, net of recoveries.
<PAGE>
<PAGE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
DIRECTORS OF THE REGISTRANT
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 Corporation
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.
<PAGE>
<PAGE>
The following Directors' terms of office continue after this meeting until the
date indicated.
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.
<PAGE>
<PAGE>
EXECUTIVE OFFICERS OF THE REGISTRANT
Corporate officers are elected at the annual meeting of directors in January
and hold office for a term of one (1) year although promotions to corporate
officer status can occur at other director meetings.
Mr. William C. France, age 62, is the Chairman and Chief Executive Officer of
International Speedway Corporation. He was first elected to that position in
1987 and is also a director. Mr. France was the President and Chief Executive
Officer of International Speedway Corporation since 1981.
Mr. James C. France, age 51, is the President of International Speedway
Corporation. He was first elected to that position in 1987 and also serves as
Assistant Treasurer (since 1968) and director.
Mr. James H. Foster, age 68, is the Executive Vice President of International
Speedway Corporation (since 1987) and is also a director. Mr. Foster had
served as Vice President in Charge of Corporate Communications since 1970.
Ms. Lesa D. Kennedy, age 34, is Secretary and Treasurer of International
Speedway Corporation. She was first elected to those positions in 1987 and
1989, respectively, and is also a director.
Mr. H. Lee Combs, age 42, is Vice President and Chief Financial Officer of
International Speedway Corporation. He was first elected to that position in
1987 and is also a director.
Mr. James H. Hunter, age 56, is Vice President of International Speedway
Corporation (since 1993) and President of South Carolina International
Speedway Corporation (since 1993). Prior to joining the Company Mr. Hunter
had been employed by NASCAR for more than the last five years as Vice
President of Administration and Marketing.
Mr. W. Grant Lynch, Jr., age 42, is Vice President of International Speedway
Corporation (since 1993) and President of Talladega Superspeedway (since
1993). Mr. Lynch was employed by R. J. Reynolds Tobacco Company in its Sports
Marketing Division for more than the last five years and served as Senior
Operations and Public Relations Manager for the Winston Cup Racing Program
from 1989 until he left to become employed by International Speedway
Corporation in 1993.
Mr. John W. Graham, age 47, is Vice President of International Speedway
Corporation (since 1994) and President of Daytona International Speedway
(since 1994). Mr. Graham was employed by First Union National Bank of Florida
for more than the last five years and served as President of First Union
National Bank of Volusia and Flagler Counties until he left to become employed
by International Speedway Corporation in 1994.
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. <PAGE>
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION
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.
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>
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
compensation for Executive Officers can be as high as 29% of total annual
compensation.
Each Executive Officer is assigned a target bonus opportunity based on
Corporate 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
(1) earnings per share, (2) return on average assets and (3) return on
shareholders' equity. These may vary from year to year as established by the
Compensation 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
ratified 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 opportunities 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 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
employment for any other reason will result in forfeiture of all unvested and
unearned 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
comparing 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 reinvestment of dividends, of a published industry or
line-of-business index; peer issuers 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 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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:
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 1.12%
as to 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 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
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 400 - $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
(excluding 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.
Transactions, payments and exchanges similar to all of the above are planned
during the Company's current fiscal year.
<PAGE>
<PAGE>
PART IV
ITEM 14. EXHIBITS, CONSOLIDATED FINANCIAL STATEMENT SCHEDULES,
AND REPORTS ON FORM 8-K
(a) Documents filed as a part of this report
1. Consolidated Financial Statements listed below:
Consolidated Balance Sheets
- August 31, 1995 and 1994
Consolidated Statements of Income
- Years ended August 31, 1995, 1994 and 1993
Consolidated Statements of Shareholders' Equity
- Years ended August 31, 1995, 1994 and 1993
Consolidated Statements of Cash Flows
- Years ended August 31, 1995, 1994 and 1993
Notes to Consolidated Financial Statements
2. Consolidated Financial Statement Schedules listed below:
II - Valuation and qualifying accounts
All other schedules are omitted since the required information is not present
or is not present in amounts sufficient to require submission of the schedule,
or because the information required is included in the financial statements
and notes thereto.
3. Exhibits:
Exhibit
Number Description of Exhibit Filing Status
1. (3)(i) - Articles of Incorporation filed herewith
2. (3)(ii) - By-Laws filed herewith
3. (10) - Daytona Property Lease filed herewith
4. (10) - 1994 Long-Term Incentive Plan* filed herewith
5. (22) - Subsidiaries of the Registrant filed herewith
6. (27) - Financial Data Schedule filed herewith
* Compensatory Plan required to be filed as an exhibit pursuant to Item 14(c).
(b) Reports on Form 8-K
No reports on Form 8-K have been filed during the last quarter of the
period covered by this report.
Financial statements of Watkins Glen International, Inc., in which the Company
has a 50% investment interest are omitted because the investment does not meet
the significant subsidiary test of Rule 3-09 of Regulation S-X.
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
INTERNATIONAL SPEEDWAY CORPORATION
DATE: November 15, 1995 /s/William C. France
William C. France, Chairman,
Chief Executive Officer & Director
DATE: November 15, 1995 /s/ Harry L. Combs
Harry L. Combs
Chief Financial Officer & Director
DATE: November 15, 1995 /s/ James C. France
James C. France
Director
DATE: November 15, 1995 /s/ Lesa D. Kennedy
Lesa D. Kennedy
Director
DATE: November 15, 1995 /s/ James H. Foster
James H. Foster
Director
DATE: November 15, 1995 /s/ J. Hyatt Brown
J. Hyatt Brown
Director
DATE: November 15, 1995 /s/ Brian Z. France
Brian Z. France
Director
DATE: November 15, 1995 /s/ Raymond K. Mason, Jr.
Raymond K. Mason, Jr.
Director
DATE: November 15, 1995 /s/ Susan G. Schandel
Susan G. Schandel
Controller
RESTATED ARTICLES OF INCORPORATION
OF
INTERNATIONAL SPEEDWAY CORPORATION
These are the restated Articles of Incorporation of INTERNATIONAL
SPEEDWAY CORPORATION, originally incorporated under the name BILL FRANCE
RACING, INC., whose original Articles of Incorporation were filed with the
Department of State on the 7th day of May, A.D., 1953. These restated
Articles of Incorporation were duly adopted by the Directors of INTERNATIONAL
SPEEDWAY CORPORATION on the 1st day of May, 1982. These restated Articles of
Incorporation only restate and integrate and do not further amend the
provisions of the Corporation's Articles of Incorporation as theretofore
amended, and there is no discrepancy between those provisions and the
provisions of these restated Articles of Incorporation. These restated
Articles of Incorporation omit the provisions of the original Articles of
Incorporation which named the incorporators, the initial Board of Directors
and Officers, and the original subscribers for shares.
ARTICLE I - CORPORATE NAME
The name of the corporation is INTERNATIONAL SPEEDWAY CORPORATION.
ARTICLE II - NATURE OF BUSINESS AND POWERS
The general nature of the business to be transacted by this Corporation is
to engage in any and all business permitted under the laws of the United
States and of the State of Florida.
ARTICLE III - CAPITAL STOCK
The total authorized capital stock of this corporation shall be divided
into 5,000,000 shares of common stock with a par value of $.10 each. The
stock shall be paid in lawful money of the United States, or in property,
labor or services, provided where the stock is paid for in property, labor or
services, a just value thereof shall be fixed by the incorporators or Board of
Directors in the manner provided by the Statutes, and stock issued in
accordance with the value so fixed, and property, labor or services may be
paid for with stock at a reasonable and just valuation of such, to be fixed by
the Directors of the Corporation, at a meeting called for the purpose.
ARTICLE IV - INITIAL CAPITAL
The amount of capital with which this corporation will begin business is
Five Hundred ($500.00) Dollars.
ARTICLE V - TERM OF EXISTENCE
This corporation is to have perpetual existence.
ARTICLE VI - PRINCIPAL PLACE OF BUSINESS
The principal place of business of this corporation will be at Daytona
Beach, Volusia County, Florida.
ARTICLE VII - BOARD OF DIRECTORS
The number of Directors of this corporation will be three (3), and may be
altered from time to time as may be provided in the By-Laws. In case of an
increase in the number of Directors at any time, the vacancies caused by the
increase shall be filled by the Stockholders if the increase is made at a
Stockholders' meeting; otherwise, the vacancies shall be filled by the Board
of Directors and additional Directors so elected by the Board of Directors
shall serve until the next annual meeting of Stockholders.
<PAGE>
ARTICLE VIII - POWERS OF STOCKHOLDERS
The powers of the Stockholders of this corporation are as follows: All
powers incident under the law to the holders of Common Stock of Corporations.
The holder of outstanding shares of the corporation shall not be entitled to
pre-emptive rights in regard to the issuance of shares of stock and private
sales or in return for services or property or in connection with mergers or
acquisitions.
IN WITNESS WHEREOF, the undersigned President and Secretary of this
corporation have executed these Restated Articles of Incorporation on this
11th day of June, 1982.
s/ William C. France
President and Chief Executive Officer
s/ James C. France
Secretary
STATE OF FLORIDA
COUNTY OF VOLUSIA
BEFORE ME, the undersigned authority, personally appeared William C.
France and James C. France, known to me to be the persons who executed the
foregoing and they acknowledged before me that they executed the same for the
purposes therein expressed.
WITNESS my hand and official seal in the state and county as aforesaid,
this 11th day of June, 1982.
s/ Joann Samodalski
Notary Public, State of Florida
at Large, My Commission expires
April 24, 1985
RESTATED
BY-LAWS OF
INTERNATIONAL SPEEDWAY CORPORATION
ARTICLE I
MEETING OF STOCKHOLDERS
Section 1. ANNUAL MEETING. The annual meeting of Stockholders shall
be held, at a location determined by the Board of Directors, between the
first and third Tuesdays in January of each year, at 10:00 o'clock A.M., or
at any other date and time as the Board of Directors may from time to time
determine. If the day so designated falls upon a legal holiday, then the
meeting shall be held upon the first business day thereafter. The Secretary
shall serve personally, or Mail a written notice thereof, not less than ten
or more than sixty days previous to such meeting addressed to each
stockholder at his address as it appears on the stock book; but at any
meeting at which all stockholders shall be present, or of which all
stockholders not present have waived notice in writing, the giving of notice
as above required may be dispensed with.
Section 2. SPECIAL MEETINGS. Special meetings of Stockholders other
than those regulated by statute, may be called at any time by a majority of
the Directors. Notice of such meeting stating the purpose for which it is
called shall be served personally or by mail, not less than ten days before
the date set for such meeting. If mailed, it shall be directed to a
stockholder at his address as it appears on the stock book, but at any
meeting at which all stockholders shall be present, or of which stockholders
not present have waived notice in writing, the giving of notice as above
described may be dispensed with. The Board of Directors shall also, in like
manner, call a special meeting of stockholders whenever so requested in
writing by stockholders representing not less than one-half of the capital
stock of the company. The President may in his discretion call a special
meeting of stockholders upon ten days notice. No business other than that
specified in the call for the meeting, shall be transacted at any meeting of
the stockholders, except upon the unanimous consent of all the stockholders
entitled to notice thereof.
Section 3. VOTING. At all meetings of the stockholders of record
having the right to vote, each stockholder of the corporation is entitled to
one vote for each share of stock having voting power standing in the name of
such stockholder on the books of the company. Votes may be cast in person or
by written authorized proxy. The provisions of "Florida Statutes Sec. 607.0902
Control-Share Acquisitions." shall not apply to control-share acquisitions of
shares of the corporation occurring after November 13, 1991.
Section 4. PROXY. Each proxy must be executed in writing by the
stockholder of the corporation or his duly authorized attorney. No proxy
shall be valid after the expiration of eleven months from the date of its
execution unless it shall have specified therein its duration.
Every proxy shall be revocable at the discretion of the person
executing it or of his personal representatives or assigns.
Section 5. QUORUM. The presence in person or by proxy, of the holders
of a majority of the stock issued and outstanding entitled to vote shall be
necessary to constitute a quorum at all meetings of the stockholders for the
transaction of business, but a lesser number may adjourn to some future time
by giving at least five days written notice to each stockholder entitled to
vote who was absent from such meeting.
The number of shares of any class having voting power, the holders of
which shall be present in person or represented by proxy at any meeting of
the stockholders in order to constitute a quorum for the transaction of any
business or any specified item of business shall be 51% of the shares of
stock issued and outstanding.
<PAGE>
If a quorum shall not be present or represented, the stockholders
entitled to vote thereat, present in person or represented by proxy, shall
have power to adjourn from time to time the meeting until a quorum shall be
present or represented. At such adjourned meeting at which a quorum shall be
present or represented any business or any specified item of business may be
transacted which might have been transacted at the meeting as originally
notified.
The number of votes or consents of the holders of any class of stock
having voting power which shall be necessary for the transaction of any
business or any specified item of business at any meeting of stockholders,
including amendments to the certificate of incorporation, or the giving of
any consent, shall be 51% of the shares of stock issued and outstanding.
ARTICLE II
DIRECTORS
Section 1. NUMBER. The affairs and business of this corporation shall
be managed by a Board of Directors composed of 15 members who need not be
stockholders of record, and at least one of such directors shall be a
resident of the State of Florida and a citizen of the United States.
Section 2. HOW ELECTED. The Board of Directors shall be divided into
three (3) classes, as nearly equal in number as possible, whose terms of
office shall respectively expire at different annual meetings of the
stockholders. At the annual meeting of the stockholders the persons
receiving a plurality of the votes cast to fill vacancies on the Board of
Directors created by the expiration of directors terms of office or an
increase in the number of directors, shall serve for the ensuing three year
period or until their successors have been elected. The person receiving a
plurality of the votes cast to fill vacancies created by the death,
resignation or removal of a director shall serve for the unexpired portion of
the term of the director who is deceased, has resigned or is removed.
Section 3. DUTIES. The Board of Directors shall have the control and
general management of the affairs and business of the Corporation. Such
directors shall in all cases act as a Board, regularly convened, by a
majority, and they may adopt such rules and regulations for the conduct of
their meetings and the management of the company, as they may deem proper,
not inconsistent with these By-Laws and the laws of the State of Florida.
Section 4. DIRECTORS' MEETINGS. Regular meetings of the Board of
Directors shall be held immediately following the annual meeting of the
stockholders, and at such other times as the Board of Directors may
determine. Special meetings of the Board of Directors may be called by the
Chairman of the Board or the President at any time, and shall be called by
the President or the Secretary upon written request of two directors.
Section 5. NOTICE OF MEETINGS. Notice of meetings, other than the
regular annual meeting shall be given by service upon each director in
person, or by mailing to him at his last known post-office address, at least
two days before the date therein designated for such meeting, including the
day of mailing, of a written or printed notice thereof specifying the time
and place of such meeting, and the business to be brought before the meeting
and no business other than that specified in such notice shall be transacted
at any special meeting. At any meeting at which every member of the Board of
Directors shall be present, although held without notice, any business may be
transacted which might have been transacted if the meeting had been duly
called.
Section 6. VOTING. At all meetings of the Board of Directors, each
Director is to have one vote, irrespective of the number of shares of stock
that he may hold. The act of a majority of the Directors present at a
meeting at which a quorum is present shall be the act of the Board of
Directors. Members of the Board of Directors or any Executive Committee
thereof shall be deemed present at a meeting of such Board or Executive
Committee if a conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other
is used.
<PAGE>
Section 7. VACANCIES. Vacancies in the Board occurring between annual
meetings may be filled until the next election of Directors by the
Shareholders by a majority of the remaining Directors.
Section 8. REMOVAL OF DIRECTORS. Any one or more of the Directors may
be removed either with or without cause, at any time by a vote of the
stockholders holding a majority of the stock, at any special meeting called
for the purpose.
Section 9. WAIVER OF NOTICE. Whenever by statute, the provisions of
the certificate of incorporation or these By-Laws the stockholders or the
Board of Directors are authorized to take any action after notice, such
notice may be waived, in writing, before or after the holding of the meeting,
by the person or persons entitled to such notice, or, in the case of a
stockholder, by his attorney thereunto authorized.
Section 10. QUORUM. At any meeting of the Board of Directors, a
majority of the Board shall constitute a quorum of for the transaction of
business; but in the event of a quorum not being present, a less number may
adjourn the meeting to some future time, not more than thirty days later.
ARTICLE III
OFFICERS
Section 1. NUMBER. The officers of this corporation shall be a
Chairman of the Board of Directors, a President, one or more Vice Presidents,
including any Executive Vice Presidents (the number thereof to be determined
by the Board of Directors), a secretary, a Chief Financial Officer, and a
Treasurer, each of whom shall be elected by the Board of Directors. Such
other Officers and Assistant Officers as may be deemed necessary may be
elected or appointed by the Board of Directors. Any two or more offices may
be held by the same person.
Section 2. ELECTION. The officers of the corporation to be elected by
the Board of Directors shall be elected annually by the Board at its meeting
held immediately after the meeting of stockholders, and shall hold office for
the term of one (1) year or until their successors are duly elected.
Officers other than the Chairman of the Board need not be members of the
Board. The Chairman of the Board must be a member of the Board of Directors.
The board may appoint such other officers, agents and employees as it
shall deem necessary who shall have such authority and shall perform such
duties as from time to time shall be prescribed by the Board.
Section 3. DUTIES OF OFFICERS. The duties and powers of the officers
of the Company shall be as follows:
CHAIRMAN OF THE BOARD
The Chairman of the Board shall be the Chief Executive Officer of the
Corporation and, subject to the control of the Board of Directors, shall in
general supervise and control all of the business and affairs of the
corporation. He shall, when present, preside at all meetings of the
Stockholders and the Board of Directors and shall serve as Chairman of the
Management Executive Committee. The Chairman may sign, with any other
Officer of the Corporation so authorized by the Board of Directors,
certificates for shares of the Corporation, and any other instruments that
the Board of Directors has authorized for execution, except where the signing
and execution thereof has been expressly delegated by the Board of Directors
or these By-Laws to some other Officer or agent of the Corporation or is
required by law to be otherwise signed or executed. The Chairman shall also
make reports to the Board of Directors and the Shareholders and generally
perform all duties of the Chief Executive Officer and such other duties as
may be prescribed by the Board of Directors.
He shall have the power to call special meetings of the directors in
accordance with these By-Laws.
<PAGE>
PRESIDENT
The President shall be the Chief Operations Officer of the Corporation,
shall serve as Vice-Chairman of the Management Executive Committee and during
the absence and inability of the Chairman of the Board to render and perform
his duties or exercise his powers, as set forth in these By-Laws or in the
acts under which this corporation is organized, the same shall be performed
and exercised by the President: and when so acting, he shall have all the
powers and be subject to all the responsibilities hereby given to or imposed
upon such Chairman of the Board.
He shall have the power to make contracts and agreements in the name of
the Corporation, and shall perform such other duties as may be assigned from
time to time by the Chairman or the Board of Directors.
VICE-PRESIDENTS
During the absence and inability of the President to render and perform
his duties or exercise his powers, as set forth in these By-Laws or in the
acts under which this corporation is organized, the same shall be performed
and exercised by the most senior Vice-President, and when so acting, he shall
have all the powers and be subject to all the responsibilities hereby given
to or imposed upon such President. Executive Vice-Presidents shall be senior
to other Vice Presidents. Vice-Presidents shall perform such other duties as
may be assigned from time to time by the Chairman, President or the Board of
Directors.
SECRETARY
The Secretary shall: (a) keep the minutes of the proceedings of the
Shareholders and of the Board of Directors in one or more books provided for
that purpose, (b) see that all notices are duly given in accordance with the
provisions of these By-Laws or as required by law, (c) be custodian of the
corporate records and of the seal of the Corporation and see that the seal of
the Corporation is affixed to all documents the execution of which on behalf
of the Corporation under its seal is duly authorized; (d) keep a register of
the post-office address of each Shareholder which shall be furnished to the
Secretary by such Shareholder, (e) sign with the Chairman or the President
certificates for shares of the Corporation, the issuance of which shall have
been authorized by resolution of the Board of Directors; (f) have general
charge of the stock transfer books of the Corporation; and (g) in general
perform all duties incident to the office of Secretary and such other duties
as may be assigned from time to time by the Chairman, President or the Board
of Directors.
CHIEF FINANCIAL OFFICER
The Chief Financial Officer of the Corporation shall have the following
powers and duties: (a) to be custodian and take charge of and be responsible
for all funds and securities of the Corporation; (b) to receive and give
receipts for money due and paid to the Corporation from any source
whatsoever; (c) to deposit all such monies paid to the Corporation in the
name of the corporation in such banks, trust companies, or, other
depositories as shall be selected in accordance with these By-Laws, (d) to
perform such other duties as may be assigned from time to time by the
Chairman, President or the Board of Directors; (e) to give a bond for
faithful discharge of his duties when required to do so by the Board of
Directors.
TREASURER
The Treasurer shall perform such duties as may be assigned from time to
time by the Chairman, President, Chief Financial Officer or the Board of
Directors.
ASSISTANT SECRETARIES AND ASSISTANT
TREASURERS
The Assistant Secretaries, when authorized by the Board of Directors,
may sign with the Chairman or the President certificates for shares of the
<PAGE>
Corporation the issuance of which shall have been authorized by a resolution
of the Board of Directors. The Assistant Treasurers shall respectively, if
required by the Board of Directors, give bonds for the faithful discharge of
their duties in such sums and with such sureties as the Board of Directors
shall determine. The Assistant Secretaries and Assistant Treasurers, in
general, shall perform such duties as may be assigned from time to time by
the Secretary or the Chief Financial Officer, respectively, or by the
Chairman, President or the Board of Directors.
Section 4. VACANCIES, HOW FILLED. All vacancies in any office shall
be filled by the Board of Directors without undue delay, at its regular
meeting or at a meeting specially called for that purpose. In the case of
the absence of any officer of the corporation or for any reason that the
Board of Directors may deem sufficient, the Board may, except as specifically
otherwise provided in these By-Laws, delegate the powers or duties of such
officers to any other officer or director for the time being, provided a
majority of the entire Board concur therein.
Section 5. COMPENSATION OF OFFICERS. The officers shall receive such
salary or compensation as may be determined by the Board of Directors.
Section 6. REMOVAL OF OFFICERS. The Board of Directors may remove any
officer, by a majority vote, at any time with or without cause.
ARTICLE IV
CERTIFICATES OF STOCK
Section 1. DESCRIPTION OF STOCK CERTIFICATES. The certificates of
stock shall be numbered and registered in the order in which they are issued.
They shall be bound in a book and shall be issued in consecutive order
therefrom, and in the margin thereof shall be entered the name of the person
owning the shares therein represented, with the number of shares and the date
thereof. Such certificates shall exhibit the holder's name and the number of
shares. They shall be signed by the Chairman or President, and countersigned
by the Secretary or Treasurer and sealed with the seal of the Corporation.
Section 2. TRANSFER OF STOCK. The stock of the corporation shall be
assignable and transferable on the books of the corporation only by the
person in whose name it appears on said books, his legal representatives or
by his duly authorized agent. In case of transfer by attorney, the power of
attorney, duly executed and acknowledged, shall be deposited with the
Secretary. In all cases of transfer, the former certificates must be
surrendered up and cancelled before a new certificate can be issued. No
transfer shall be made upon the books of the corporation within ten days next
preceding the annual meeting of the shareholders.
Section 3. LOST CERTIFICATES. If a stockholder shall claim to have
lost or destroyed a certificate or certificates of stock issued by the
corporation, the Board of Directors may direct at its discretion, a new
certificate or certificates issued, upon the making of an affidavit of that
fact by the person claiming the certificate of stock to be lost or destroyed,
and upon the deposit of a bond or other indemnity in such form and with such
securities if any as the Board may require.
ARTICLE V
SEAL
The seal of the corporation shall be as follows:
ARTICLE VI
DIVIDENDS
Section 1. WHEN DECLARED. The Board of Directors shall by vote
declare dividends from the surplus profits of the corporation whenever, in
their opinion, the conditions of the Corporation's affairs will render it
expedient for such dividends to be declared.
<PAGE>
Section 2. RESERVE. The Board of Directors may set aside out of the
net profits of the corporation available for dividends such sum or sums
before payment of any dividend, as the Board in their absolute discretion
think proper as a reserve fund, to meeting contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the corporation,
or for such other purpose as the Directors shall think conducive to the
interests of the Corporation, and they may abolish or modify any such reserve
in the manner in which it was created.
ARTICLE VII
FINANCES
Section 1. HOW MADE. All checks or drafts shall be signed as provided
by resolution of the Board of Directors. All bills payable, notes, warrants
or other negotiable instruments of the corporation (except checks or drafts)
shall be made in the name of the Corporation, and shall be signed by the
Secretary or Chief Financial Officer, Treasurer or Assistant Treasurer and
countersigned by the Chairman, the President or a Vice-President. No officer
or agent either singly or jointly with others, shall have the power to make
any bill payable, note, check, draft or warrant or other negotiable
instrument, or endorse the same in the name of the Corporation, or contract
or cause to be contracted any debt or liability in the name or in behalf of
the Corporation, except as herein expressly prescribed and provided, unless
so authorized by the Board of Directors of the Corporation.
ARTICLE VIII
AMENDMENTS
These By-Laws may be altered, amended, repealed or added to by the vote
of the Board of Directors of this corporation at any regular meeting of said
Board, or at a special meeting of directors called for that purpose provided
a quorum of the directors as provided by law and by the certificate of
Incorporation, are present at such regular or special meeting. These
By-Laws, and any amendments thereto and new By-Laws added by the Directors
may be amended, altered or replaced by the Stockholders at any annual or
special meeting of the Stockholders.
ARTICLE IX
FISCAL YEAR
The fiscal year shall begin the 1st day of September.
ARTICLE X
INDEMNIFICATION
Section 1. For purposes of this Article X, the following terms shall
have the meanings hereafter ascribed to them:
"Agent" includes a volunteer;
"Corporation" includes, as the context may require, the International
Speedway Corporation, any resulting Corporation and any constituent
Corporation (including any constituent of a constituent) absorbed in a
consolidation or merger, so that any person who is or was a Director,
Officer, employee, or Agent of a constituent Corporation, or is or was
serving at the request of a constituent Corporation as a Director, Officer,
employee, or Agent of another Corporation, partnership, joint venture, trust
or other enterprise is in the same position with respect to the resulting or
surviving Corporation as he would have been with respect to such constituent
Corporation if its separate existence had continued.
"Expenses" include, without limitation, all cost, expenses, attorneys'
fees, and paralegal expenses incurred by the Director, Officer, employee, or
Agent in, for or related to the Proceeding or in connection with
investigating, preparing to defend, defending, being a witness in or
participating in the Proceeding, including such costs, expenses, attorneys'
fees and paralegal expenses incurred on Appeal. Such attorneys' fees shall
include without limitation, (a) attorneys' fees incurred by the Director,
<PAGE>
Officer, employee or Agent in any and all judicial or administrative
proceedings, including Appellate proceedings, arising out of or related to
the Proceeding, (b) attorneys' fees incurred in order to interpret, analyze
or evaluate that persons rights and remedies in the Proceedings or under any
contracts or obligations which are the subject of such proceeding, and (c)
attorneys' fees to negotiate with counsel for any claimants, regardless of
whether formal legal action is taken against him.
"Liability" includes obligations to pay a judgment, settlement,
penalty, fine (including an excise tax assessed to any employee benefit
plan), and expenses actually and reasonably incurred with respect to a
proceeding;
"Not opposed to the best interest of the Corporation" describes the
actions of a person who acts in good faith and in a manner he reasonably
believes to be in the best interest of the Corporation or the participants
and beneficiaries of an employee benefit plan, as the case may be;
"Other enterprise" includes an employee benefit plan;
"Proceeding" includes any threatened, pending, or completed action,
suit, or other type of proceeding, whether civil, criminal, administrative,
or investigative, and whether formal or informal to which the person is a
party by reason of the fact that he is or was a Director, Officer, employee
or Agent of the Corporation or is now or was serving at the request of the
Corporation as a Director, Officer, employee or Agent of another Corporation,
partnership, joint venture, trust or other enterprise;
"Serving at the request of the Corporation" includes any service as a
Director, Officer, employee or Agent of the Corporation that imposes duties
on such persons, including duties relating to an employee benefit plan and
its participants or beneficiaries;
Section 2. The Corporation shall indemnify to the fullest extent
permitted by law, and shall advance expenses therefore, to any Director or
officer who was or is a party to any proceeding, against liability incurred
in connection with such proceeding, including any appeal thereof.
Section 3. The Corporation shall, within 30 days of request by an
Officer or Director, advance an amount equal to the expenses actually and
reasonably incurred in defending a civil or criminal proceeding. Prior to
advancing any expenses hereunder, the Corporation shall have received from
the officer or Director or some person on his behalf an undertaking to repay
said amount if he is ultimately found not to be entitled to indemnification
by the Corporation pursuant to this Article.
Section 4. The Corporation may indemnify to the fullest extent
permitted by law, and may advance expenses therefore, to any other employee
or Agent (who is not also a Director or Officer) who was or is a party to any
proceeding, against liability incurred in connection with such proceeding,
including any appeal thereof upon authorization in the specific case by the
Board of Directors by a majority vote of a quorum consisting of Directors who
were not also parties to such proceeding, or as otherwise permitted by law.
Section 5. Expenses incurred by other employees and Agents may be paid
in advance upon such terms or conditions that the Board of Directors deems
appropriate.
Section 6. The Board of Directors may authorize indemnification or
advancement of expenses in favor of other employees and agents upon such
terms or conditions as the Board of Directors may deem appropriate under the
circumstances and may enter into agreements therefore with such employees and
Agents.
Section 7. The rights of an Officer, Director, employee or Agent
hereunder shall be in addition to any other right such person may have under
the Corporation's Articles of Incorporation or the Florida General
Corporation Act or otherwise, and nothing herein shall be deemed to diminish
or otherwise restrict such person's right to indemnification under any such
<PAGE>
other provision. It is the intent of this By-Law to provide the maximum
indemnification under the applicable law. To the extent applicable law or
the Articles of Incorporation of the Corporation, as in effect on the date
hereof or any time in the future, permit greater indemnification than is
provided for in this By-Law, it is the intent of the Corporation that the
Directors, Officers, employees or Agents of the Corporation shall enjoy the
greater benefits so afforded by such law or provision of the Articles of
Incorporation, and this By-Law shall be deemed amended without any further
action by the Corporation to grant such greater benefit. If any part of this
Article shall be found to be invalid or ineffective in any action, suit or
proceeding, the validity and effect of the remaining part thereof shall not
be affected. The provisions of this Article X shall be applicable to all
proceedings commenced after the adoption hereof, whether arising from acts or
omissions occurring before or after its adoption.
Section 8. Indemnification and advancement of expenses as provided in
this Article shall continue, unless otherwise provided when such
indemnification and advancement of expenses are authorized or ratified, as to
a person who has ceased to be a director, officer, employee, or Agent and
shall inure to the benefit of the heirs and personal representatives of such
a person.
Section 9. The corporation shall have the power to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee, or agent of the corporation or is or was serving at the request of
the corporation as a director, officer, employee, or agent of another
corporation, partnership, joint venture, trust, or other enterprise against
any liability asserted against him and incurred by him in any such capacity
or arising out of his status as such, whether or not the corporation would
have the power to indemnify him against such liability under the provisions
of this section.
Section 10. If any expenses or other amounts are paid by way of
indemnification otherwise than by court order or action by the shareholders
or by an insurance carrier pursuant to insurance maintained by the
corporation, the corporation shall, not later than the time of delivery to
shareholders of written notice of the next annual meeting of shareholders,
unless such meeting is held within three months from the date of such
payment, and, in any event, within 15 months from the date of such payment,
deliver either personally or by mail to each shareholder of record at the
time entitled to vote for the election of directors a statement specifying
the persons paid, the amounts paid, and the nature and status at the time of
such payment of the litigation or threatened litigation.
ARTICLE XI
PLACE OF BUSINESS
The primary place of business of the corporation is at such place as
the Board of Directors may from time to time determine.
AGREEMENT
THIS AGREEMENT, Made and entered into by and between DAYTONA BEACH RACING
AND RECREATIONAL FACILITIES DISTRICT, created by Chapter 31343, Special Laws
of Florida, 1955 (hereinafter sometimes called the "District"), and BILL
FRANCE RACING, INC. to be hereafter known as DAYTONA INTERNATIONAL SPEEDWAY
CORPORATION, a corporation organized and existing under and pursuant to the
laws of the State of Florida, having its principal office in the City of
Daytona Beach, County of Volusia, State of Florida (hereinafter sometimes
called the "Corporation"), WITNESSETH:
WHEREAS, the District was created and established by Chapter 313432,
Special Laws of Florida, 1955, for the purpose of providing racing and
recreational facilities within the territorial limits of the District; and,
WHEREAS, the District holds a lease for a term of years covering and/or
owns the lands in Volusia County, Florida, more particularly described
hereinafter; and
WHEREAS, the District has determined that the acquisition and
construction of a motor vehicular speedway establishment and the operation
thereon and thereat of motor vehicular races, exhibitions, exhibits, and other
activities and displays of a historical, scientific, educational, and
recreational nature will serve a public purpose by providing an educational
and recreational facility and attraction to the citizens of and visitors to
the City of Daytona Beach and Volusia County, and by aiding the development of
the area contiguous to the lands aforementioned as a vacation resort through
the attraction of a large number of visitors to the area;
NOW, THEREFORE, for and in consideration of the sum of One ($1.00) Dollar
in hand paid this date by each of the parties hereto to the other, and other
good and valuable considerations, receipt whereof is hereby acknowledged by
both parties, and in consideration of the mutual covenants and promises herein
contained, the parties agree as follows:
The lessor does hereby demise and sub-let and lease unto the lessee, all
the following described premises situated and being in Volusia County,
Florida, to-wit:
Parcel 1: A portion of fractional Section 23 and a portion of Section
39, otherwise known as the Samuel Williams Grant, all being and lying within
Township 15 South, Range 32 East, Public Land Surveys of Volusia County,
Florida, being more particularly described as follows;
Beginning at the intersection of the Westerly line of the said Samuel
Williams Grant (Section 39, Township 15 South, Range 32 East) with the
Southerly right of way line of the Daytona Beach-DeLand Highway, known as U.S.
Route 92; thence South 24 degrees 58' East along the said Westerly line of the
Samuel Williams Grant, a distance of 3160.42 feet to a point; thence South 24
degrees 38' East and still along the Westerly line of the said Samuel Williams
Grant, a distance of 459.58 feet to a point; thence North 65 degrees 22' East
a distance of 2687.7 feet to a point; thence North 11 degrees 45' 30" East a
distance of 2347.25 feet to a point; thence due North a distance of 606.36
feet; thence North 10 degrees 38' West a distance of 1745.6 feet to a point in
the Southerly right of way line of the aforesaid Daytona Beach-DeLand (U.S.
92) Highway; thence South 67 degrees 48' 30" West a distance of 2890.4 feet
along the Southerly right of way line of U.S. Route 92 to a point; thence
Counterclockwise along the arc of a circle and along the Southerly right of
way line of Daytona Beach-DeLand Highway a distance of 2036.96 feet to the
point of beginning, excepting therefrom the following described property now
occupied by the low frequency radio range station: Beginning at a point in
the South line of aforesaid U.S. 92 at a point which is 934 feet on a bearing
of South 67 degrees 48' 30" West of the Northeasterly corner of the above
<PAGE>
described property; thence South 22 degrees 11' 30" East a distance of 440
feet; thence South 87 degrees 56'30" West a distance of 319.5 feet; thence
North 22 degrees 11' 30" West a distance of 330 feet; thence North 67 degrees
48' 30" East a distance of 300 feet to the point of beginning, it being the
intention to describe a tract of land comprising an area of approximately 374
acres, more or less.
PARCEL 2: A portion of Government Lot 3, Section 23, Township 15 South,
Range 32 East, Volusia County, Florida, being more particularly described as
follows: Beginning at a point on the Westerly line of the Samuel Williams
Grant, being Section 39, Township 15 South, Range 32 East, said point being
located a distance of 1066.71 feet South 24 degrees 57' 55" East of an
intersection with the southerly right-of-way line of U. S. Highway #92; thence
South 13 degrees 35' 35" West a distance of 500 feet to a point; thence South
25 degrees 08' 20" West a distance of 581.23 feet to a point; thence North 89
degrees 54' 30" East a distance of 835.0 feet to a point on the West line of
the aforesaid Samuel Williams Grant; thence North 24 degrees 57' 55" West
along the West line of the aforesaid Samuel Williams grant, a distance of 1115
feet to the place of beginning, the above circumscribed property comprising an
areas of 9.06 acres, and being no nearer than 65' from the Odds Board of
Volusia County Kennel Club at its nearest point.
PARCEL 3: A portion of Lot 3, Fractional Section 23; a portion of Lots 1
and 2, Fractional Section 26, and a portion of Section 22, all being in
Township 15 South, Range 32 East, Public Land Surveys of Volusia County,
Florida, and being more particularly described as follows:
Beginning at a point in the Westerly line of the Samuel Williams Grant,
being otherwise known as section 39 in said Township 15 South, Range 32 East,
said point being marked with a concrete monument and being the Southeast
corner of said Fractional Sections 23 and the Northeast corner of said
Fractional Section 26; thence from said point of beginning, go South 24
degrees 38' East a distance of 459.58 feet to a point; thence South 71 degrees
58' 30" West a distance of 1560.0 feet to a point; thence North 24 degrees 38'
West a distance of 1742 feet to a point; thence North 89 degrees 54' 30" West
a distance of 335.7 feet to a point on the right of way line of the Daytona
Beach-DeLand Highway; thence North 25 degrees 00' 30" East and along the
Easterly right of way line of the Daytona Beach-DeLand Highway a distance of
225.33 feet to a point; thence South 89 degrees 54' 30" East along the
Southerly boundary of land owned by the Volusia County Kennel Club, a distance
of 1844.6 feet to a point in the Westerly line of the Samuel Williams Grant;
thence South 24 degrees 58' East along the Westerly line of the Samuel
Williams Grant a distance of 978.71 feet to the point of beginning.
TO HAVE AND TO HOLD the same, with all rights, privileges, easements and
appurtenances thereunto attaching and belonging unto the said Corporation for
and during the term of fifty (50) years, commencing on the 8th day of
November, A.D. 1957, the said Corporation, its successors and assigns paying
rent therefor and yielding possession thereof as hereinafter provided.
RENT
Said Corporation in consideration of the leasing of the said premises does
hereby covenant and agree to pay rent to the District as follows: The sum of
Twelve Thousand Five Hundred ($12,500.00) Dollars at the expiration of one
year after date hereof; the sum of Sixteen Thousand ($16,000.00) Dollars at
the expiration of two years after date hereof, the sum of Sixteen Thousand
($16,000.00) Dollars at the expiration of three years after date hereof; the
sum of Eleven Thousand ($11,000.00) Dollars at the expiration of four years
after date hereof; the sum of Eleven Thousand ($11,000.00) Dollars at the
expiration of five years after date hereof; the sum of Six Thousand
($6,000.00) Dollars at the expiration of six years after date hereof and a
like sum upon the anniversary date of said payment for each year for a period
of nine (9) years thereafter; the sum of Seven Thousand Five Hundred
($7,500.00) Dollars on the 8th day of November, 1973, and a like sum upon the
anniversary date of said payment each year for a period of 19 years after the
date thereof; and the sum of Ten Thousand ($10,000.00) Dollars on the 8th day
of November, 1993, and a like sum upon the anniversary date of said payment
for each year for a period of 14 years after date thereof.
<PAGE>
In the absence of any default on the part of the Corporation, the
Corporation shall have the right at any time during the term hereof, to extend
this lease and sub-lease for a further term of 25 years, from, to-wit: the
8th day of November, 2007, to and including the 7th day of November, 2032,
paying therefor a yearly rental of Twenty Thousand ($20,000.00) Dollars a year
beginning the 8th day of November, 2008, and payable on the 8th day of
November of each year thereafter during the said term as extended. Written
notice of the Corporation's election to exercise the option to extend the
lease and sub-lease as aforesaid shall be served upon the District on or
before the 1st day of May, 2007, otherwise this option shall be deemed to be
waived. In the event the Corporation elects to exercise the option to extend
the term of this lease and sub-lease all other terms, conditions, covenants,
and provisions hereof, be and the same shall remain in full force and effect
for and during said term as extended.
SECTION II.
CONSTRUCTION
The Corporation covenants and agrees to and with the District to
construct, erect and complete at its own cost and expense within five years
from the date hereof a racing facility complete with two and one-half mile
paved race course, and grandstands, permanent and/or temporary, having a
seating capacity of not less than 10,000, and to this end the District shall
within 90 days after request therefor by the Corporation remove all buildings
and structures now existing upon the premises at its own cost and expense.
The District further agrees that the Corporation or its tenants may erect,
construct, and maintain other and additional structures and improvements upon
said premises from time to time as the Corporation shall determine to be
necessary or desirable without securing the consent of the District, so long
as said improvements are of such nature as are not contrary to law, and so
long as the design and construction complies with all valid rules and
regulations of the City of Daytona Beach, County of Volusia, State of Florida,
and U.S. Government acting through the Civil Aeronautics Authority. The
Corporation agrees that it will provide adequate crash rails, and incorporate
into the race course and grandstands such equipment as may be reasonably
necessary or required to protect the patrons of the Facility against injury.
TAXES
(a) The District covenants and agrees that it will hold the
Corporation harmless from any and all liability for real property taxes, if
any, assessed, levied or imposed upon or with respect to the lands herein let
and demised to the Corporation. Any and all other taxes lawfully imposed on
the Corporation by virtue of its use of the demised lands shall be paid by the
Corporation.
(b) It is expressly agreed, however, that the Corporation shall
not be required to pay, discharge or remove any tax (including penalties and
interest) assessment, tax lien, forfeiture, or other imposition or charge upon
or against the Corporation made by reason of or because of the Corporation's
use of the improvements at any time made to, on and at the demised premises so
long as the Corporation shall in good faith contest the same or the validity
thereof by appropriate legal proceedings which shall operate to prevent the
collection of the tax, assessment, forfeiture, lien, or imposition so
contested or the sale of any such improvements, or any part thereof, to
satisfy the same.
(c) Any proceeding or proceedings for contesting the validity of
the amount of taxes, assessments or other public charges, or to recover back
any tax assessment or other imposition, paid by the Corporation, may be
brought by the Corporation in the name of the District or in the name of the
Corporation or both, as the Corporation may deem advisable; provided, however,
if any such proceedings be brought in the name of the District, the
Corporation shall indemnify and save harmless the District against any and all
loss, costs, or expenses of any kind that may be imposed upon the District in
connection therewith. The Corporation shall be entitled to any refund of any
taxes, assessments or other public charges or impositions, and penalties and
interest thereon which have been paid by the Corporation, or paid by the
<PAGE>
District and for which the District has been fully reimbursed including
interest thereon to the date of reimbursement. If the Corporation shall
default in the payment of any taxes, assessments, or public charges above
required to be paid by the Corporation, then the District after reasonable
notice to the Corporation, shall have the right to pay the same together with
any penalties and interest in which event the amount so paid by the District
shall be added to the next installment of rental required to be paid the
District hereunder together with interest on any such amounts so paid at the
rate of 6% per annum.
USE
(A) The Corporation covenants and agrees that it will not use or
permit the premises in question to be used in any manner which might
constitute an airport hazard or serious interference with the operation and
development of the Daytona Beach Municipal Airport, and that it will not erect
or permit to be erected on the premises any structure which might constitute
an airport hazard, or hazard to the taking off or landing of aircraft at the
Daytona Beach Municipal Airport. The Corporation is cognizant of and familiar
with the provisions of Resolution #55-154, reserving and dedicating a right of
flight over and across the premises for the use and benefit of those members
of the public who use the Daytona Beach Municipal Airport for landing or
taking off of aircraft and this lease is executed with full knowledge and
subject to such reservation and dedication.
(B) The Corporation will comply with all applicable laws,
ordinances, and regulations of duly constituted public authorities applicable
to the Corporation. The Corporation shall, however, have the right to
contest, by appropriate legal proceedings, without cost or expense to the
District, the validity of any such law, ordinance or regulation, and the
Corporation may postpone compliance therewith until the final determination of
any court proceedings, if, in the opinion of counsel selected by the
Corporation and approved by the District, there is no possibility that the
demised premises or any part thereof will be lost or forfeited or otherwise
imperiled during the pendency of such proceedings. All such proceedings shall
be prosecuted with all due diligence and dispatch. The District agrees to
execute and deliver any papers, documents, or other instruments which may be
necessary or proper to permit the Corporation to make any such contest. If as
a result of such contest the District shall suffer any penalty or additional
expense in any way which would have been avoided by compliance with such law,
ordinance, order, rule, regulation or requirement of the nature aforesaid,
then this Corporation shall pay to the District upon demand the amount
thereof.
(C) The Corporation agrees to hold the District financially
harmless (a) from the consequences of any violation of such laws, ordinances,
or regulations and (b) from all claims or damage on account of injuries, death
or property damage resulting from such violation. The Corporation further
agrees that it will not permit any unlawful occupation, business or trade to
be conducted on the demised property or any use to be made thereof contrary to
law, ordinance, or regulation as aforesaid with respect thereto.
(D) The Corporation will not at any time permit any mechanic's,
laborer's or materialman's lien to stand against the demised property for any
labor or material furnished to the Corporation or claimed to have been
furnished to the Corporation or to the Corporation's agents, contractors, or
tenants in connection with work of any character performed or claimed to have
been performed on the demised property by or at the direction or sufferance of
the Corporation; provided, however, that the Corporation shall have the right
to contest the validity or amount of any such lien or claimed lien, upon
giving to the District such reasonable security as may be demanded by the
District to insure payment thereof and to prevent any sale, foreclosure, or
forfeiture of the demised property by reason of such non-payment, provided
such security shall not exceed one and one-half times the amount of such lien
or claimed lien. On final determination of the lien or claim for lien the
Corporation will immediately pay any final judgment rendered with all proper
costs and charges and shall have the lien released or judgment satisfied at
the Corporation's own expenses.
<PAGE>
LIABILITY
The Corporation agrees to maintain public liability insurance with a
responsible company or companies approved by the District protecting the
District and the Corporation from liability in the amount satisfactory to the
District but not to exceed the sum of $100,000.00 for injury, sickness, or
death to any one person and not to exceed the sum of $1,000,000.00 for injury,
sickness or death, or property damage claims arising out of any one accident
occurring on or about the demised premises or any part thereof, when racing
events are being conducted, and upon request the Corporation will deliver to
the District evidence of such insurance.
DEFAULT
It is further covenanted and agreed by and between the parties hereto
that in the event default shall be made by said Corporation, its successors or
assigns, in the payment of any rent herein provided for upon the day when the
same shall become due and payable, and such default shall continue for thirty
days after notice in writing given by said District, its successors or
assigns, to said Corporation; or in the event said Corporation, its successors
or assigns, shall fail to pay any of the taxes and assessments as hereinbefore
provided to be paid within the time provided by law, said District, its
successors or assigns, agents, or attorneys, may at its option, after ninety
(90) days' notice in writing given to said Corporation, its successors or
assigns, declare this lease cancelled and the term thereof ended, and may
enter upon said premises, with or without process of law, and take possession
thereof, with any and all buildings or improvements which may have been
erected thereon, the Corporation hereby waiving any demand for possession
thereof, and all buildings, fixtures and improvements then situated on said
premises shall be and become the property of the District, its successors or
assigns.
EMINENT DOMAIN
The District shall at all times retain fee simple title to the demised
premises and leasehold unless the same shall be taken by eminent domain
proceedings for other public use by higher governmental authority. It is
agreed that if at any time during the continuance of this lease and sub-lease
such taking of the entire property shall occur, the District shall be entitled
to receive so much of the award given therefor, which shall not be in excess
of the sum of One Hundred Twenty Thousand ($120,000.00) Dollars, which is the
agreed value of the land at the present date.
It is agreed that if at any time during the continuance of this lease and
sub-lease such taking of a portion of the property herein demised shall occur,
the award shall be apportioned between the parties ratably upon the same basis
set forth in the plan specified in the case of taking of the entire property.
In the event that they are unable to agree upon the proper proportion of said
award to which they are entitled, the entire controversy shall be submitted to
a board of arbitration of one arbitrator appointed by each of the parties, and
in the event that the said arbitrators are unable to agree then they shall
submit the controversy to a third arbitrator, and in that event the parties
hereto shall be bound by the decision of a majority of said arbitrators. The
arbitration contemplated by this paragraph shall be had within thirty days
after the confirmation of said award, and in the event that either party shall
fail to name his arbitrator within said thirty day period, the arbitration
shall proceed with a single arbitrator.
WAIVER OF BREACH
No waiver of any breach of any covenant, condition or stipulation
hereunder shall be taken to be a waiver of any succeeding breach of the same
covenant, condition or stipulation.
<PAGE>
DESTRUCTION OF IMPROVEMENTS
No damage to or destruction of any building or structure on the premises
by fire or other casualty shall be taken to entitle the Corporation to
surrender possession of the demised premises or termination of this Lease, nor
shall the damage to or destruction of any building or structure on said
premises by fire or other casualty entitle the Corporation to any abatement of
the rent stated in this Lease, it being understood and the Corporation
covenanting and agreeing at all times notwithstanding the condition of said
Facility to continue to pay rent to the District as herein provided.
The Corporation shall have the right and privilege of maintaining fire
and other such insurance coverage for and covering improvements installed on
and at the demised premises as it may deem necessary and desirable at its own
expense and the proceeds of any such insurance so carried or maintained by the
Corporation shall be and remain the sole property of the Corporation.
RESERVATION
The District reserves for the use and benefit of the United States
Government, with respect to said premises, all right and interest of the
United States Government to all uranium, thorium and other materials
determined pursuant to section 5(b)(1) of the Atomic Energy Act of 1946 (60
Stat. 761) to be particularly essential to the production of fissionable
materials.
GENERAL
(A) The Corporation, paying the rent hereby reserved and observing
and performing the several covenants and stipulations herein on its part
contained, shall peaceably hold and enjoy the demised premises during the said
term without any interruption by the District or any person likely claiming
under it.
(B) The covenants and agreements herein contained shall apply to
and bind and inure to the benefit of the successors and assigns of the
respective parties.
(C) The District is responsible for rental payments required to be
paid the City of Daytona Beach, a municipal corporation of the State of
Florida, in accordance with the Lease it holds covering a part of the demised
property and any real property taxes assessed against the demised premises and
if the District shall fail or refuse to pay any such rental or taxes before
the same shall become delinquent, then the Corporation shall have the right
and option to pay same and to deduct any sums so expended from any rent
thereafter to become due the District, pursuant to the terms hereof.
(D) The Corporation may assign this Lease and sub-lease and sub-
let any part of the demised property; provided, however, that in the event of
any such assignment or sub-letting, the Corporation shall remain primarily
responsible for the full and faithful performance of all of the terms,
conditions, and covenants hereof on its part to be done and performed.
(E) The District may terminate this lease at the end of the 20th
year of the term herein granted, or at the end of any succeeding 10th year
period hereof, upon giving notice to the Corporation of its intention so to
do, at least 180 days prior to the end of such 20th year or succeeding 10th
year period. In such event, the District shall pay to the Corporation as full
compensation for all of its interest in this lease and in the property
comprising the facility, a sum of money, in cash, equal to 10 times the gross
income to the Corporation from all activities conducted on or at the facility
during the last preceding full fiscal year that the Corporation operated said
facility, prior to the giving of notice as aforesaid. Upon the making of such
payment, all rights of the Corporation under this lease shall be terminated.
Any termination of the Corporation's interest in accordance with this
provision of this lease shall be subject to any and all sub-leases made by the
Corporation and then existing and the rights of those claiming by, though or
under the Corporation by assignment, franchise, sub-lease or otherwise, which
has not been in existence for a period of twenty (20) years, and provided that
same may be terminated by the District when any such sub-lease, assignment,
franchise, or the like shall have been in force for a full twenty (20) year
period.
DISTRICT USE
(A) The District shall have the right to use the grandstands,
parking area and race course, or race courses, including but not restricted to
the area within the race course or race courses, for all proper public uses
and purposes for periods aggregating at least three months in each fiscal year
hereafter and during the term of this agreement, on dates and for terms when
the facility or any such part thereof desired by the District is not being
used by the Corporation, and the use of any such part of the facility on any
such date or for any such term does not unreasonably interfere with or
conflict with the Corporation's plans therefor or use thereof.
The District shall have no right to use any such part of said
facility for such public uses and purposes on any date or during any period of
term when the facility or such part thereof is being used by the Corporation
under and pursuant to the terms hereof, even though the total use made of the
facility by the District during a particular fiscal year in the aggregate
totals less than three months. It is intended that during any and all periods
and terms when the Corporation is using the facility or any part thereof, the
Corporation shall have the full, exclusive and complete use of the part
thereof being used by the Corporation and of all rights, privileges, licenses
and other incidents appertaining thereto, of every kind and nature whatsoever.
It is further intended that at all times when the grandstands,
parking areas, and race course or courses or any part thereof is not being
utilized by the Corporation, such part or parts of the said facility as is
herein made available to the District, shall be available to the District for
all proper public uses and purposes, for periods totalling not more than three
months in each fiscal year.
The District shall not use nor permit any part of the facility to be
used for motorized races, motorized exhibits, motorized exhibitions and
displays, and motorized shows, including but not limited to motor vehicular
races, motor vehicular thrill shows and other motor vehicular attractions and
exhibitions, contests, demonstrations and events of like nature, of every kind
and description, excepting only that this prohibition shall not apply to
isolated attractions of a motorized nature operated as a side show and a part
of and in connection with circuses, carnivals, fairs and other such events of
a temporary nature only, and so long as the same are not the primary event or
attraction offered or staged.
The procedure to be followed by the District in scheduling the
dates, periods and terms when it shall have the use of the part or parts of
the facility hereinbefore enumerated and actual physical possession thereof or
any part thereof is as follows:
(1) That no attractions, exhibitions, or other events of any kind
or nature shall be staged or produced at or on the Facility by the District
on or before 18 months after the beginning of the first fiscal year of this
agreement without the written consent of the Corporation, it being the intent
and purpose of the parties hereto to give and grant the Corporation a
reasonable opportunity to stage and produce on and at the facility and as the
first event or attraction thereat, and for the grand opening thereof, a motor
vehicular racing event.
(2) On or before the expiration of the first fiscal year of this
agreement, the District shall furnish the Corporation a written schedule of
the dates and terms during which the District desires the use and physical
possession of those portions of the facility which it shall be entitled to use
for public purposes as aforesaid, for the second fiscal year. If the
aggregate of such dates and terms so certified to the Corporation does not
total 3 months then the District shall have the right and privilege of adding
additional dates and terms to any such schedule from time to time during the
second fiscal year, and so long as the total of such dates and terms, in the
aggregate, does not exceed a period of three months, and providing further,
that the Corporation is given 6 months notice in advance of the dates and term
or terms to be added to the said schedule as aforesaid from time to time.
<PAGE>
(3) That after the first schedule of dates and terms when the
District is to have the use of parts of the facility is certified to the
Corporation as hereinbefore provided for, then and thereafter during the life
of this agreement, the District shall from time to time certify to the
Corporation the dates and terms on which the District desires to use parts of
the facility and when the District is to have actual physical possession of
such portions as it is entitled to use, thereof, during or for any particular
fiscal year, giving the Corporation 6 months notice in writing of any such
date or term and limiting the total of such dates or terms scheduled by the
District with the Corporation to a total of not more than 3 months during any
fiscal year.
(4) It is fully understood and agreed that any dates or uses
requested by the District which conflict with events or uses scheduled or
planned by the Corporation may be rejected by the Corporation by written
notice to the District given on or before the expiration of 3 months after
such request is received from the District.
(B) The District shall be responsible for the maintenance, repair
and replacement at its own expense of all parts of the facility authorized to
be used by it or its licensees under the prior provisions of this lease,
including all lands, buildings, structures, equipment and improvements of any
kind thereon or therein, during such periods of time as the District or its
licensees have actual physical possession of such parts. The District shall
make all repairs to such parts of the Facility, including all lands,
buildings, structures, equipment and improvements of any kind, both inside and
outside, during such periods of time as the District or its licensees have
actual physical possession of such parts, as are necessary to maintain them in
first class condition and working order and to restore them to the condition
in which they were at the time the physical possession thereof was given to
the District.
The District shall keep all of such parts of the facility, when in its
physical possession, in a safe, clean and sanitary condition, and shall comply
with all Federal, State, county or municipal requirements relating thereto.
The District shall inspect such parts of the facility to which it is to
be given physical possession, not less than 10 days before actual possession
thereof is to be given to the District under the terms hereof for any period
or term, and if any of such parts of the facility are found not to be in a
good state of repair, the District shall forthwith notify the Corporation in
writing of any and all defects complained of, and if such defects are not
forthwith remedied, the acceptance of possession by the District shall be made
subject to returning the property in the same condition as received, rather
than in first class working order and condition, as would otherwise be
required.
On or before 5 days after the end of each period or term during which
the District had physical possession of any parts of the facility, the
Corporation shall cause an inspection to be made of such parts of the facility
as have been surrendered and returned to it, and if any of such parts of the
facility are found not to be in a good state of repair, the Corporation shall
forthwith notify the District in writing of any and all defects complained of
and of the repairs or replacements reasonably necessary or required to place
such parts of the facility in first class condition and working order, and if
the District shall not have commenced the making of such repairs or
replacements within 5 days after delivery of such notice or shall not
thereafter continue the making of such repairs or replacements with all
expedition practicable, then and in that event the Corporation shall have the
right and privilege of making such repairs or replacements and the cost or
expense of making the same shall be deducted from the next installment of
rental required to be paid hereunder.
NOTICES
Any notice, demand, direction, request or other instrument authorized or
required by this agreement to be given or filed with the District or with the
Corporation shall be deemed to have been sufficiently given or filed for all
purposes of this agreement if and when sent by registered mail, postage
prepaid, return receipt requested:
<PAGE>
To the District, if addressed to:
Daytona Beach Racing and Recreational Facilities District
354 North Beach Street
Daytona Beach, Florida
To the Corporation, if addressed to:
DAYTONA INTERNATIONAL SPEEDWAY CORPORATION
27 South Atlantic Avenue
Daytona Beach, Florida
or to such other addresses as may be designated in writing from time to time
by the District or the Corporation, respectively. Any rental payments
required to be paid by the Corporation may be paid by check.
SURRENDER
It is mutually covenanted and agreed that upon the termination of the
lease the said Corporation will peaceably and quietly deliver up the said
premises and all improvements thereon to the said District upon the prorata
adjustment of insurance, or other charges prepaid by the Corporation.
IN WITNESS WHEREOF, each of the parties hereto has caused this instrument
to be executed and the seal affixed by its proper officers after due corporate
authorization this 8th day of November, A. D. 1957.
In the presence of: DAYTONA BEACH RACING AND
RECREATIONAL FACILITIES DISTRICT
By: s/ J. Saxton Lloyd
Attest: s/ Thomas T. Cobb
Secretary
BILL FRANCE RACING, INC.
By: s/ William H. G. France
Attest: s/ Annie B. France
Secretary
STATE OF FLORIDA
COUNTY OF VOLUSIA
On this 8th day of November, 1957, before me, Ellie S. Brown, a Notary
Public in and for the County and State aforesaid, personally appeared J.
Saxton Lloyd and Thomas T. Cobb, to me known and known to me to be the
Chairman and Secretary and Treasurer, respectively, of the Daytona Beach
Racing and Recreational District, and to me known to be the persons who
executed the foregoing instrument, and each acknowledged the execution thereof
to be his free act and deed and the free act and deed of said Daytona Beach
Racing and Recreational Facilities District, for the uses and purposes therein
mentioned.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial
seal the day and year in the certificate first above written.
s/ Ellie S. Brown
Notary Public, State of Florida
at Large, My Commission expires
9-11-59
<PAGE>
STATE OF FLORIDA
COUNTY OF VOLUSIA
On this 8th day of November, 1957, before me, Ellie S. Brown, a Notary
Public in and for the County and State aforesaid, personally appeared William
H. G. France and Annie B. France, to me known and known to me to be the
President and Secretary respectively, of Bill France Racing, Inc., a
corporation organized and existing under the laws of the State of Florida, and
to me known to be the persons who executed the foregoing instrument, and each
acknowledged the execution thereof to be his free act and deed and the free
act and deed of said corporation, for the uses and purposes therein mentioned.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial
seal the day and year in the certificate first above written.
s/ Ellie S. Brown
Notary Public, State of Florida
at Large, My Commission expires
9-11-59
INTERNATIONAL SPEEDWAY CORPORATION
1994 LONG-TERM INCENTIVE PLAN
By action of its Board of Directors, International Speedway Corporation
has established the following incentive compensation plan for specified key
employees, to be known as the "International Speedway Corporation 1994 Long-
Term Incentive Plan" and to be effective as of the Effective Date specified
below. The purpose of this Plan is to attract and retain qualified and
competent executives by providing significant opportunities 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. 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.
ARTICLE I. DEFINITIONS.
For purposes of this Plan, the following terms or phrases shall have the
indicated meanings.
1.1 Achieved Performance. The Achieved Performance shall be the corporate
performance grade earned under the Company's annual incentive compensation
plan.
1.2 Award Dates. The Award Dates shall be January 1, 1994 for Initial Awards
and January 1, of 1995, 1996 and 1997 for Future Performance Awards.
1.3 Board. The Board of Directors of the Company.
1.4 Company. International Speedway Corporation, a Florida corporation, its
successors and assigns.
1.5 Effective Date. The Effective Date of this Plan, which shall be the date
upon which this Plan was approved by the Board.
1.6 Fair Market Value. "Fair Market Value" shall mean (a) The closing price
of a share of the Company's Stock on the principal exchange on which shares of
the Company's Stock are then trading, if any, on such date, or, if shares were
not traded on such date, then on the next preceding day during which a sale
occurred; (b) if such Stock is not traded on an exchange, but is quoted on
NASDAQ or a successor quotation system, (i) the last sales price (if the Stock
is then listed as National Market Issue under the NASD National Market System)
or (ii) the mean between the closing representative bid and asked prices (in
all other cases) for the Stock on such date as reported by NASDAQ or such
successor quotation system; or (c) if such Stock is not publicly traded on an
exchange and not quoted on NASDAQ or a successor quotation system, the mean
between the closing bid and asked prices for the Stock on such date as
determined in good faith by the Board.
1.7 Participant. An employee or officer of the Company designated as a
Participant in this Plan in accordance with Article II.
1.8 Corporate Performance Multipliers. The Corporate Performance Grade is the
Achieved Performance goal at which all or a specified portion of a
Participant's award shall be granted and is based upon the corporate
performance grade earned under the Company's annual incentive compensation
<PAGE>
plan. Because this is based on corporate Achieved Performance grades, all
Participants will participate at the same Performance Multiplier. The
Corporate Performance Grades and related Performance Multipliers are as
specified below:
Corporate
Performance Performance
Grade Multiplier
___________ ___________
A 125%
B 100%
C 80%
D 50%
<D 0%
For performance between levels, the shares issued will be based on
straight-line interpolation.
1.9 Plan. The International Speedway Corporation 1994 Long-Term Incentive
Plan as described in this plan document.
1.10 Plan Administrator. The Compensation Committee of the Board.
1.11 Stock. International Speedway Corporation common stock, $.10 par value
per share.
1.12 Term or Term of the Plan. The period beginning on the Effective Date and
ending thirty (30) days after the last Award Date.
1.13 Vesting Date. The date upon which the restrictions contained in Section
3.6 lapse with respect to an award made in accordance with Sections 3.3 and
3.4, which shall be the date which is the third anniversary of the Award Date
with respect to 50% of each award, and the fifth anniversary of the Award Date
with respect to the other 50% of each award.
ARTICLE II. ELIGIBILITY.
2.1 Initial Participants. Upon the Effective Date, the Board designated and
approved a list of Initial Participants. Such individuals will be considered
Initial Participants for all purposes under this Plan, and shall receive an
award pursuant to Section 3.3
2.2 Post-Effective Date Participants. The Plan Administrator, in its
discretion, shall have the right to add Participants to this Plan at any time
during the Term of the Plan.
ARTICLE III. INCENTIVE AWARDS.
3.1 Award Pool. The number of shares of Company Stock reserved for this Plan
is fifty thousand (50,000).
3.2 Awards. The Plan Administrator shall determine an award opportunity for
each Participant. The award opportunity for Initial Participants shall
consist of Initial Awards and Future Performance Awards as described below.
The award opportunity for Post-Effective Date Participants shall consist of
only Future Performance Awards. The Plan Administrator shall consider a
Participant's job position, responsibilities and salary in determining the
amount of restricted shares in a Participant's award opportunity.
3.3 Initial Awards. Each Initial Participant shall receive an award of
restricted Stock on the grant date of January 1, 1994. The size of this award
was determined by the Plan Administrator based upon an analysis of competitive
market practices and Company performance during Fiscal 1992 and 1993.
3.4 Future Performance Awards. Future awards of restricted Stock may be made
to Participants on Future Award Dates based on Company performance, the
judgment of the Plan Administrator and the continuance of the Plan. The
number of shares of restricted Stock awarded to a Participant on a Future
<PAGE>
Award Date shall equal the annual Award Opportunity for that Participant (as
specified by the Plan Administrator) multiplied by the Performance Multipliers
specified in section 1.8. No awards may be made after the end of the Term of
the Plan.
3.5 Delivery of Shares.
(a) Shares awarded pursuant to Sections 3.3 and 3.4 of this Plan shall be
registered in the name of the affected Participant within sixty (60) days
after the Award Date. Such shares shall, however be subject to the
restrictions described in Sections 3.6 and 3.7 below until the Vesting Date
for such shares, and the certificates evidencing the shares shall bear a
legend noticing those restrictions either specifically or by reference to the
provisions of this Plan. Such shares, when issued in accordance with this
Plan, shall be deemed to be fully paid and nonassessable. Certificates
representing such shares shall be held in the custody of the Company (or its
designated agent) until the Vesting Date.
(b) Certificates representing awarded shares (without the legend described in
Section 3.5(a)) which have vested pursuant to Sections 3.6 or 3.7 shall be
delivered to the affected Participant within thirty (30) business days after
the Vesting Date with respect to such shares.
3.6 Restrictions on Awarded Shares. Shares awarded pursuant to Sections 3.3
and 3.4 of this Plan will be subject to the following restrictions until their
respective Vesting Dates:
(a) Subject to Section 3.7, if the Participant's employment with the Company
is terminated for any reason prior to the Vesting Date for an award, the
Participant shall forfeit all rights with respect to the shares included in
that award, and the certificates evidencing such shares shall be null, void
and of no effect as of the date his or her employment terminates. Such shares
shall revert to the Company and shall be available for reissue as part of
future awards under this Plan.
(b) Prior to the Vesting Date with respect to such shares, the shares shall be
nontransferable and may not be sold, hypothecated or otherwise assigned or
conveyed by a Participant to any party. Any shares of Stock accruing to
awarded shares as a result of any adjustment under Section 3.11 or 3.12 will
be subject to the same restrictions (and have the same Vesting Date) as the
shares to which they accrue.
3.7 Special Vesting.
(a) Notwithstanding anything in Section 3.6 to the contrary, at the discretion
of the Plan Administrator, awards which have not yet vested may not be
forfeited upon termination of employment and may be allowed to otherwise vest
upon the regular Vesting Date for those shares if a Participant terminates
employment to accept other employment approved in advance by the Plan
Administrator and the Board as in the best interests of the Company and
remains in that approved employment until the regular Vesting Date.
(b) Notwithstanding anything in Section 3.6 to the contrary, at the discretion
of the Plan Administrator, awards may vest upon:
(i) The date a Participant terminates employment by approved normal
retirement;
(ii) The date the Participant dies; or
(iii) The date the Participant becomes totally disabled as determined by
the Plan Administrator in its sole discretion.
(c) The dates specified in Section 3.7(b) shall be considered Vesting Dates
for purposes of this Plan.
3.8 Ownership Rights. Except as provided in Section 3.6, Participants who
hold shares of restricted Stock awarded pursuant to Sections 3.3 and 3.4 shall
exercise all ownership rights (including, without limitation, the right to
vote and the right to received dividends) with respect to such shares.
Participants shall have the same rights with respect to any shares of Stock
accruing to awarded shares as a result of any adjustment under Sections 3.11
and 3.12.
<PAGE>
3.9 Company's Right of First Refusal. A Participant cannot make a valid
transfer (as hereinafter defined) of any shares of Stock the restrictions upon
which have lapsed, or any interest in such shares, unless such transfer is
made in compliance with the following provisions:
(a) Before there can be a valid transfer of any shares or any interest
therein, the record holder of the shares to be transferred (the "Offered
Shares") shall give written notice (by registered or certified mail) to the
Company of the desire to sell the shares. The date such notice is mailed
shall be hereinafter referred to as the "Notice Date" and the record holder of
the Offered Shares shall be hereinafter referred to as the "Offerer."
(b) For a period of ten (10) business days after the Notice Date, the Company
shall have the option to purchase all (but not less than all) of the Offered
Shares at their Fair Market Value in accordance with the terms set forth in
this Section 3.9. This right shall be exercisable by the Company by mailing
(by registered or certified mail) written notice of exercise to the Offeror
prior to the end of such ten (10) business day period.
(c) As used in this Section 3.9, the term "transfer" means any sale,
encumbrance, pledge, or other form of disposition or transfer of shares of the
Company's Stock or any legal or equitable interest therein; provided, however,
that the term "transfer" does not include a transfer of such shares or
interests by will or by the applicable laws of descent and distribution.
(d) Certificates of Stock evidencing shares of Stock shall bear an appropriate
legend referring to the transfer restrictions imposed by this Section 3.9.
3.10 No Bar to Corporate Restructuring. The existence of this Plan or
outstanding awards under this Plan shall not affect in any way the right or
power of the Company or its stockholders to make or authorize any and all
adjustments, recapitalization, reorganizations or other changes in the
Company's capital structure or its business, or any merger or consolidation of
the Company, or any issue of bonds, debentures, preferred or preference stocks
ahead of or affecting the Stock or the rights thereof, or the dissolution or
liquidation of the Company, or any sale or transfer of all or part of its
assets or business or any other corporate act or proceeding, whether of a
similar character or otherwise.
3.11 Capital Readjustments/Share Allocation Modifications. The shares
included in Participant awards granted under this Plan are shares of the Stock
as constituted on the Effective Date of this Plan, but if, and whenever, after
such Effective Date and prior to the earlier of the last day of the Term of
this Plan or the delivery by the Company of all of the shares of Stock
included in Participant awards, the Company shall effect:
(a) A change in the par value of its Stock;
(b) A change in the number of shares of Stock having par value into the same
or a different number of shares without par value;
(c) A subdivision or consolidation of shares;
(d) Any other capital readjustment;
(e) The payment of a Stock dividend; or
(f) Any other increase or reduction of the number of shares of Stock
outstanding; without the receipt of consideration by the Company, then
(aa) The Plan Administrator shall make concomitant adjustments in the maximum
outstanding Participant awards specified in Section 3.2 as appropriate; and
(bb) In the event of no change in the number of shares outstanding in
connection with a change in par value of the Stock or a change from par value
to no par value, the shares resulting from any such change shall be deemed to
be Stock under this Plan.
<PAGE>
3.12 Mergers and Consolidations. In case at any time the Company shall be a
party to any transaction (including, without limitation, a merger,
consolidation, sale of all or substantially all of the Company's assets,
liquidation or recapitalization of the Common Stock) in which the previously
outstanding Common Stock shall be changed into or exchanged for different
securities of the Company (in a situation not covered under Section 3.11) or
common stock or other securities of another corporation or interests in a
non-corporate entity or other property (including cash) or any combination of
the foregoing (each such transaction being herein called a "Transaction," and
the Company (in the case of the recapitalization of the Common Stock) or such
other corporation or entity (in the case of a merger, consolidation or such
sale) being herein called the "Acquiring Company"), then as a condition of the
consummation of the Transaction, lawful and adequate provision shall be made
so that each Participant shall be entitled to receive, in lieu of the Shares
which were awarded to such Participant and are still subject to the
restrictions contained in Section 3.5 of this Plan on or prior to the
consummation of the Transaction, the securities or other property to which
each such Participant would have been entitled upon consummation of the
Transaction if such Participant had been able to tender or otherwise transfer
his or her shares without restriction. Any such securities or other property
received as contemplated by this Section 3.12 shall be held by the Company or
its successor (or an agent designated by the Company or such successor) until
the restrictions as set forth in Section 3.6 of this Agreement shall have
lapsed.
3.13 Legal Impediments to Implementation. Anything in this Plan to the
contrary notwithstanding, if at any time specified herein for the award or
delivery of restricted shares to Participants, any law or regulations of any
governmental authority having jurisdiction in the matter shall require either
the Company or the Participant to take any action or refrain from action in
connection therewith, then the award or delivery of such shares shall be
deferred until such action shall have been taken or such restriction on action
shall have been removed.
3.14 Fractional Shares. Notwithstanding anything in this Plan to the
contrary, Participant awards and grants of restricted shares shall always be
in whole number of shares. In the event any adjustment to a Participant award
or the calculation of an award pursuant to this Plan would otherwise result in
the creation of a fractional share interest, the affected Participant award or
grant of restricted shares shall be rounded to the nearest whole share (with
0.5 share rounded to the next higher whole number).
ARTICLE IV. PLAN ADMINISTRATION.
4.1 Plan Administrator. The Plan shall be administered by the Compensation
Committee of the Board. Decisions and determinations by the Plan
Administrator shall be final and binding upon all parties, including the
Company, shareholders, Participants and other employees. The Plan
Administrator shall have the authority to interpret the Plan, to adopt and
revise rules and regulations relating to the Plan and to make any other
determinations which it believes necessary or advisable for the administration
of the Plan. The Plan Administrator (and individual members thereof) shall
not be liable to any person for any action taken or omitted in connection with
the interpretation and administration of this Plan unless attributable to the
member's own willful misconduct or lack of good faith.
ARTICLE V. AMENDMENT AND PLAN TERMINATION.
5.1 The Board expressly reserves the right to amend or terminate the Plan at
any time, provided however, that no amendment or termination shall have the
effect of reducing the number of shares of Stock awarded to a Participant
after an Award Date or otherwise changing the Plan provisions as they impact
such previously awarded shares of Stock (except as may be required by law)
without the written approval of the affected Participant(s).
ARTICLE VI. MISCELLANEOUS PROVISIONS.
6.1 Non-Transferability/Designation of Beneficiary.
(a) Except as provided in subparagraph (b), a Participant may not either
voluntarily or involuntarily assign, anticipate, alienate, commute, pledge or
encumber an award to which he or she is or may become entitled to under the
Plan, nor may the same be subject to attachment or garnishment by any creditor
of a Participant.
(b) Notwithstanding anything in subsection (a) to the contrary, a Participant
must designate a person or persons to receive, in the event of his death, any
right to which he would be entitled under the Plan. Such designation shall be
made in writing, and filed with the Company. A beneficiary designation may be
changed or revoked by a Participant at any time by filing a written statement
of such change or revocation with the Company. If a Participant fails to
designate a beneficiary, then his or her estate shall be deemed to be his
beneficiary.
6.2 Continued Employment. Although the Company intends that the awards under
this Plan to be a term of employment and a part of each Participant's
compensation and benefits package, nothing in the establishment of the Plan is
to be construed as giving any Participant the right to be retained in the
employment of the Company.
6.3 Awards Unfunded. The awards provided pursuant to this Plan (if any) shall
be provided solely from the general assets of the Corporation. No trust or
other funding device providing for the identification or segregation of assets
to fund Plan awards has been established, nor is it the Company's intention to
do so. Each Participant shall be a general and unsecured creditor of the
Company with respect to any interest he or she may have under this Plan,
provided that awards of Stock with respect to which certificates have been
issued pursuant to Section 3.5 of this Plan shall be deemed the property of
the Participant in whose name they are issued subject to the ownership
restrictions described in Section 3.6 and the transfer restrictions described
in Section 3.9. With respect to such Stock the Company shall be deemed a
custodian.
6.4 Taxation of Awards. Awards under this Plan will be compensation subject
to federal and state taxes in the calendar year in which they vest.
6.5 Retirement Plans and Welfare Benefit Plans. Except as otherwise specified
in this Plan and the plan in question, awards will not be included as
"compensation" for purposes of the Company's retirement plans (both qualified
and non-qualified) or welfare benefit plans.
6.6 Governing Law. The Plan shall be construed and its provisions enforced
and administered in accordance with the laws of the State of Florida and,
where applicable, federal law.
6.7 Severability. If any provision of this Plan should be held illegal or
invalid for any reason, such determination shall not affect the provisions of
this Plan, but instead the Plan shall be construed as if such provisions had
never been included herein.
6.8 Headings. Headings contained in this Plan are for convenience only and
shall in no event be construed as part of this Plan.
ARTICLE VII. EFFECTIVE DATE
7.1 Effective Date. This Plan shall become effective on the Effective Date as
defined in Section 1.5.
SUBSIDIARIES OF THE REGISTRANT
Americrown Service Corporation,
a South Carolina Corporation
Americrown Support, Inc.,
a Florida Corporation
EVENTemps Services, Inc.,
a Florida Corporation
Event Support Corporation,
a Florida Corporation
Great Western Sports, Inc.,
an Arizona Corporation,
d/b/a Tucson Raceway Park
North American Testing Company,
a Florida Corporation
Seasonal Services, Inc.,
a Florida Corporation
South Carolina International Speedway Corporation,
a South Carolina Corporation,
d/b/a Darlington International Raceway
Watkins Glen International, Inc.,
a New York Corporation
d/b/a Watkins Glen International
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
CONSOLIDATED BALANCE SHEETS OF INTERNATIONAL SPEEDWAY CORPORATION AS AT AUGUST
31, 1995 AND 1994 AND THE RELATED CONSOLIDATED STATEMENTS OF INCOME,
SHAREHOLDERS' EQUITY AND CASH FLOWS FOR EACH OF THE THREE YEARS IN THE PERIOD
ENDED AUGUST 31, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> AUG-31-1995
<PERIOD-END> AUG-31-1995
<CASH> 7,871
<SECURITIES> 30,950
<RECEIVABLES> 1,829
<ALLOWANCES> 35
<INVENTORY> 1,158
<CURRENT-ASSETS> 44,895
<PP&E> 100,991
<DEPRECIATION> 30,692
<TOTAL-ASSETS> 119,571
<CURRENT-LIABILITIES> 24,074
<BONDS> 0
<COMMON> 350
0
0
<OTHER-SE> 84,897
<TOTAL-LIABILITY-AND-EQUITY> 119,571
<SALES> 57,295
<TOTAL-REVENUES> 83,893
<CGS> 30,126
<TOTAL-COSTS> 33,111
<OTHER-EXPENSES> 21,365
<LOSS-PROVISION> 62
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 29,417
<INCOME-TAX> 11,054
<INCOME-CONTINUING> 18,363
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 18,363
<EPS-PRIMARY> 8.01
<EPS-DILUTED> 8.01
