SCHEDULE 14C
(RULE 14C-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(C)
OF THE SECURITIES EXCHANGE ACT OF 1934
Check the appropriate box:
[ ] Preliminary information statement [ ] Confidential, for Use of the
Commission Only (as
permitted by Rule 14c-5(d)(2))
[X] Definitive information statement
INTERNATIONAL SPEEDWAY CORPORATION
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(Name of Registrant as Specified in Charter)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14c-5(g).
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
(1) Title of each class of securities to which transaction applies:
- - ------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- - ------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
- - ------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- - ------------------------------------------------------------------------------
(5) Total fee paid:
- - ------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
- - ------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
- - -----------------------------------------------------------------------------
(3) Filing Party:
- - ------------------------------------------------------------------------------
(4) Date Filed:
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<PAGE>
<PAGE>
INTERNATIONAL SPEEDWAY CORPORATION
1801 WEST INTERNATIONAL SPEEDWAY BOULEVARD
DAYTONA BEACH, FLORIDA 32114
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To the Shareholders of
International Speedway Corporation:
Notice is hereby given that the Annual Meeting of the Shareholders
of International Speedway Corporation will be held in the Bill France
Room at Daytona USA, 1801 West International Speedway Boulevard, Daytona
Beach, Florida, 32114 on Wednesday, the 8th day of January, 1997, at
10:00 A.M., for the following purposes:
(a) To elect five (5) Directors of the Corporation.
(b) To transact such other business as may properly come before
the meeting.
ALL Shareholders of record as of November 20, 1996, will be entitled
to vote, either in person or by proxy.
By Order of the Board of Directors
/s/ W. Garrett Crotty
W. Garrett Crotty
Secretary and General Counsel
November 20, 1996
<PAGE>
INTERNATIONAL SPEEDWAY CORPORATION
1801 WEST INTERNATIONAL SPEEDWAY BOULEVARD
DAYTONA BEACH, FLORIDA 32114
NOTICE OF ACTION BY SHAREHOLDERS WITHOUT A MEETING
PURSUANT TO SECTION 607.0704
OF THE FLORIDA BUSINESS CORPORATION ACT
To the Shareholders of
International Speedway Corporation:
Notice is hereby given that the Board of Directors and the holders
of a majority of the voting interests represented by the outstanding
shares of all classes of common stock of International Speedway
Corporation, a Florida corporation (the "Company"), have adopted the
"International Speedway Corporation 1996 Long-Term Stock Incentive Plan"
(the "1996 Plan"). The purpose of the 1996 Plan is to attract and retain
key employees and consultants of the Company, to provide an incentive for
them to achieve long-range performance goals, and to enable them to
participate in the long-term growth of the Company. The 1996 Plan
authorizes the grant of stock options (incentive and nonstatutory), stock
appreciation rights ("SARs") and restricted stock to employees and
consultants of the Company capable of contributing to the Company's
performance. The Company has reserved an aggregate of 1,000,000 shares
(subject to adjustment for stock splits and similar capital changes) of
Class A Common Stock for grants under the 1996 Plan. Incentive Stock
Options may be granted only to employees eligible to receive them under
the Internal Revenue Code of 1996, as amended. The Board of Directors
has appointed the Compensation Committee (the "Committee") to administer
the 1996 Plan. Awards under the 1996 Plan will contain such terms and
conditions not inconsistent with the 1996 Plan as the Committee in its
discretion approves. The Committee has discretion to administer the
1996 Plan in the manner which it determines, from time to time, is in the
best interest of the Company. For example, the Committee will fix the
terms of stock options, SARs and restricted stock grants and determine
whether, in the case of options and SARs, they may be exercised
immediately or at a later date or dates. Awards may also be granted
subject to conditions relating to continued employment and restrictions
on transfer. In addition, the Committee may provide, at the time an award
is made or at any time thereafter, for the acceleration of a
participant's rights or cash settlement upon a change in control of the
Company. The terms and conditions of awards need not be the same for each
participant. The foregoing examples illustrate, but do not limit, the
manner in which the Committee may exercise its authority in administering
the 1996 Plan. In addition, all questions of interpretation of the 1996
Plan will be determined by the Committee.
The Board of Directors of the Company approved the 1996 Plan on
September 5, 1996 by unanimous written consent in lieu of a meeting.
Holders of over a majority of the voting interests represented by the
outstanding shares of all classes of the Company's common stock approved
the 1996 Plan on November 20, 1996 by written consent in lieu of a
meeting in accordance with the provisions of Section 607.0704 of the
Florida Business Corporation Act. Accordingly, your consent is not
required and is not being solicited in connection with the adoption of
the 1996 Plan. You are being provided with this notice of such action
pursuant to Section 607.0704 of the Florida Business Corporation Act.
The record date for determining shareholders entitled to this notice
is November 20, 1996. This notice is first being mailed to such
shareholders on or about December 2, 1996. The 1996 Plan will not become
effective until at least 20 calendar days after such mailing.
By Order of the Board of Directors
/s/ W. Garrett Crotty
W. Garrett Crotty
Secretary and General Counsel
November 20, 1996
<PAGE>
INTERNATIONAL SPEEDWAY CORPORATION
1801 WEST INTERNATIONAL SPEEDWAY BOULEVARD
DAYTONA BEACH, FLORIDA 32114
________________________________________________________________________
INFORMATION STATEMENT
PURSUANT TO SECTION 14(C)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND REGULATION 14C AND SCHEDULE 14C THEREUNDER
_________________________________________________________________________
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND A PROXY
This Information Statement has been filed with the Securities and
Exchange Commission (the "SEC") and is first being mailed to holders of
record on November 20, 1996 (the "Record Date") of shares of all classes
of the common stock of International Speedway Corporation, a Florida
corporation (the "Company"). This Information Statement relates to
(i) an Annual Meeting of Shareholders and the only matters to be
acted upon at the meeting are
(a) the election of directors, and
(b) approval of accountants; and
(ii) the adoption of the "International Speedway Corporation 1996
Long-Term Stock Incentive Plan" (the "1996 Plan").
The purpose of the 1996 Plan is to attract and retain key employees
and consultants of the Company, to provide an incentive for them to
achieve long-range performance goals, and to enable them to participate
in the long-term growth of the Company. The 1996 Plan authorizes the
grant of stock options (incentive and nonstatutory), stock appreciation
rights ("SARs") and restricted stock to employees and consultants of the
Company capable of contributing to the Company's performance. The Company
has reserved an aggregate of 1,000,000 shares (subject to adjustment for
stock splits and similar capital changes) of Class A Common Stock for
grants under the 1996 Plan. Incentive Stock Options may be granted only
to employees eligible to receive them under the Internal Revenue Code of
1996, as amended. The Board of Directors has appointed the Compensation
Committee (the "Committee") to administer the 1996 Plan. Awards under the
1996 Plan will contain such terms and conditions not inconsistent with
the 1996 Plan as the Committee in its discretion approves. The
Committee has discretion to administer the 1996 Plan in the manner which
it determines, from time to time, is in the best interest of the Company.
For example, the Committee will fix the terms of stock options, SARs and
restricted stock grants and determine whether, in the case of options and
SARs, they may be exercised immediately or at a later date or dates.
Awards may also be granted subject to conditions relating to continued
employment and restrictions on transfer. In addition, the Committee may
provide, at the time an award is made or at any time thereafter, for the
acceleration of a participant's rights or cash settlement upon a change
in control of the Company. The terms and conditions of awards need not
be the same for each participant. The foregoing examples illustrate, but
do not limit, the manner in which the Committee may exercise its
authority in administering the 1996 Plan. In addition, all questions of
interpretation of the 1996 Plan will be determined by the Committee.
The Board of Directors of the Company approved the 1996 Plan on
September 5, 1996 by unanimous written consent in lieu of a meeting.
Holders of over a majority of the voting interests represented by the
outstanding shares of all classes of the Company's common stock approved
the 1996 Plan on November 20, 1996 by written consent in lieu of a
meeting in accordance with the provisions of Section 607.0704 of the
Florida Business Corporation Act. Accordingly, your consent is not
required and is not being solicited in connection with the adoption of
the 1996 Plan. You are being provided with this Information Statement
pursuant to Section 14(c) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and Regulation 14C and Schedule 14C
thereunder, and, in accordance therewith the 1996 Plan will not become
effective until 20 calendar days after the first mailing of this
Information Statement. This notice is first being mailed to such
shareholders on or about December 2, 1996.
<PAGE>
<PAGE>
TABLE OF CONTENTS
DATE, TIME AND PLACE INFORMATION............................................ 1
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF............................. 1
DIRECTORS, NOMINEES AND EXECUTIVE OFFICERS.................................. 3
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS......................... 5
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT...................... 6
DIRECTOR COMMITTEES.................................................... 6
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS............................ 6
DIRECTOR COMPENSATION.................................................. 6
EXECUTIVE COMPENSATION................................................. 6
SUMMARY COMPENSATION TABLE............................................. 7
COMMITTEE REPORT ON EXECUTIVE OFFICER COMPENSATION..................... 7
PERFORMANCE GRAPH...................................................... 9
INDEPENDENT PUBLIC ACCOUNTANTS..............................................10
COMPENSATION PLANS..........................................................10
VOTING PROCEDURE............................................................11
DISSENTERS' RIGHT OF APPRAISAL.........................................11
AVAILABLE INFORMATION.......................................................12
<PAGE>
<PAGE>
DATE, TIME AND PLACE INFORMATION
The Annual Meeting of Shareholders of International Speedway Corporation
will be held on Wednesday, January 8, 1996 at 10:00 A.M. in the Bill France
Room at Daytona USA, 1801 West International Speedway Boulevard, Daytona
Beach, Florida 32114. The principal executive offices of the Company are
located at 1801 West International Speedway Boulevard, Daytona Beach, Florida
32114.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
This Information Statement is being mailed on or about December 2, 1996
to all shareholders of record as of the Record Date. The Record Date for the
Annual Meeting and the Notice of the Action by Shareholders without a Meeting
is November 20, 1996. As of the Record Date, the Company had 4,000,000 shares
of Class A Common Stock and 34,423,890 shares of Class B Common Stock issued
and outstanding. Each share of the Class A Common Stock is entitled to
one-fifth of one vote on matters submitted to shareholder approval or a vote
of shareholders. Each share of the Class B Common Stock is entitled to one
vote on matters submitted to shareholder approval or a vote of shareholders.
The following table sets forth certain information as of the Record Date with
respect to the beneficial ownership of all classes of the Company's common
stock by: (i) each person known by the Company to be the beneficial owner of
more than 5% of the outstanding shares of common stock, (ii) each director, or
nominee for director, of the Company who beneficially owns any such shares,
(iii) each of the Company's executive officers who beneficially owns any such
shares, and (iv) all directors and executive officers of the Company as a
group. As described in the notes to the table, voting and/or investment power
with respect to certain shares of common stock is shared by the named
individuals. Consequently, such shares may be shown as beneficially owned by
more than one person.
<TABLE>
<CAPTION>
Percentage
Percent- of Combined
Number of Shares of Common age of Voting
Stock Beneficially Owned (2) Total Power of
Name of ------------------------------- Common Common
Beneficial Owner (1) Class A Class B Total Stock Stock
- ----------------------- ------- ---------- ---------- ------- ----------
<S> <C> <C> <C> <C> <C>
France Family Group (3) 12,100 21,131,685 21,143,785 55.0% 60.0%
James C. France (4) 3,000 15,299,535 15,302,535 39.8 43.4
William C. France (5) 1,600 15,297,315 15,298,915 39.8 43.4
Lesa D. Kennedy (6) 3,000 364,965 367,965 * 1.0
Raymond K. Mason (7) 0 346,740 346,740 * *
Brian Z. France 0 286,740 286,740 * *
James H. Foster (8) 1,000 220,815 221,815 * *
Thomas W. Staed (9) 2,450 45,000 47,450 * *
H. Lee Combs (10) 1,500 38,055 39,555 * *
James H. Hunter 150 25,755 25,905 * *
Robert R. Dyson (11) 5,000 19,500 24,500 * *
John E. Graham, Jr. 1,000 18,750 19,750 * *
W. Grant Lynch, Jr. 1,500 17,205 18,705 * *
Chapman J. Root, II 2,500 13,500 16,000 * *
Robert W. Emerick 500 15,000 15,500 * *
Robert E. Smith (12) 1,500 10,230 11,730 * *
J. Hyatt Brown (13) 2,400 9,000 11,400 * *
John R. Cooper 5,000 1,500 6,500 * *
Christy F. Harris (14) 4,900 150 5,050 * *
Lloyd E. Reuss 5,000 0 5,000 * *
Gregory J. Sullivan 1,500 0 1,500 * *
Edward H. Rensi 0 150 150 * *
All directors and
executive officers as a
group (20 persons)(15) 42,000 21,059,325 21,101,325 54.9% 59.8%
</TABLE>
- -------------------------------
* Less than 1%.
<PAGE>
(1)The address of each of the beneficial owners identified is c/o the Company,
1801 West International Speedway Boulevard, Daytona Beach, Florida 32114.
(2)Unless otherwise indicated, each person has sole voting and investment
power with respect to all such shares.
(3) Reflects the aggregate of 7,600 Class A and 20,271,465 Class B shares
indicated in the table as beneficially owned by James C. France, William C.
France, Lesa D. Kennedy and Brian Z. France, as well as 4,500 Class A and
860,220 Class B shares held of record by the adult children of James C.
France. See footnotes (4), (5) and (6).
(4) Reflects (i) 1,500 Class A and 267,720 Class B shares held of record by
James C. France, (ii) 1,500 Class A and 304,725 Class B shares held of record
by Sharon M. France, his spouse, (iii) 9,115,125 Class B shares held of record
by Western Opportunity Limited Partnership ("Western Opportunity"), (iv)
3,750,000 Class B shares held of record by Carl Investment Limited Partnership
("Carl"), and (v) 1,861,965 Class B shares held of record by White River
Investment Limited Partnership ("White River"). James C. France is the sole
shareholder and director of (x) Principal Investment Company, one of the two
general partners of Western Opportunity, (y) Quaternary Investment Company,
the general partner of Carl, and (z) Secondary Investment Company, one of the
two general partners of White River. Also see footnote (5). Does not include
an aggregate of 4,500 Class A and 860,220 Class B shares held of record by the
adult children of James C. France.
(5) Reflects (i) 1,000 Class A and 265,500 Class B shares held of record by
William C. France, (ii) 600 Class A and 304,725 Class B shares held of record
by Betty Jane France, his spouse, (iii) 9,115,125 Class B shares held of
record by Western Opportunity, (iv) 3,750,000 Class B shares held of record by
Polk City Limited Partnership ("Polk City"), and (v) 1,861,965 Class B shares
held of record by White River. William C. France is the sole shareholder and
director of each of (x) Sierra Central Corp., one of the two general partners
of Western Opportunity, (y) Boone County Corporation, the general partner of
Polk City, and (z) Cen Rock Corp., one of the two general partners of White
River. Also see footnote (4). Does not include the aggregate of 3,000 Class A
and 651,705 Class B shares shown in the table as beneficially owned by Lesa D.
Kennedy and Brian Z. France, adult children of William C. France.
(6) Reflects (i) 1,500 Class A and 333,240 Class B shares held of record by
Ms. Kennedy, (ii) 1,500 Class A and 15,975 Class B shares held of record by
Ms. Kennedy as custodian for her minor son, Benjamin, and (iii) 15,750 Class A
shares held of record as joint tenants with Bruce S. Kennedy, her spouse.
(7) Includes 150,000 Class B shares owned by American Banks of Florida, Inc.
(Mr. Mason serves as President and a director of, and has an 18% interest in,
this entity), as to which Mr. Mason disclaims beneficial ownership.
(8) Reflects (i) 1,000 Class A and 70,815 Class B shares held of record by Mr.
Foster, (ii) 75,000 Class B shares held of record by Mr. Foster as trustee,
and (iii) 75,000 Class B shares held of record by Barbara S. Foster, his
spouse, as trustee, as to which Mr. Foster disclaims beneficial ownership.
(9)Reflects 2,000 Class A Shares owned jointly with Barbara Staed, his spouse.
(10) Reflects 1,500 Class A and 37,305 Class B shares held of record by Mr.
Combs and 750 Class B shares held of record as joint tenants with Karen
Combs, his spouse.
(11)Includes 5,000 Class A shares held in the Robert R. Dyson 1987 Family
Trust.
(12) Reflects 1,500 Class A and 9,435 Class B shares held of record by Mr.
Smith and 795 Class B shares held of record as joint tenants with his spouse.
(13) Reflects shares held of record as joint tenants with Cynthia R. Brown,
his spouse.
(14) Reflects (i) 1,800 Class A and 150 Class B shares held of record by Mr.
Harris, (ii) 500 Class A shares held by M. Dale Harris, his spouse, (iii)
1,500 Class A shares held by Mr. Harris as trustee of The Harris, Midyette,
Geary &Darby, P.A. Profit Sharing Plan and Trust, (iv) 100 Class A shares held
by Mr. Harris as Trustee of the Harris Children's Trust as to which Mr. Harris
disclaims beneficial ownership, (v) 500 Class A shares held by Mr. Harris as
Trustee U.W.O. Robert S. Bates, FBO Dawn B. Utset, as to which Mr. Harris
disclaims beneficial ownership, (vi) 500 Class A shares held by Mr. Harris as
Trustee U.W.O. Robert S. Bates, FBO Lynn B. Toney, as to which Mr. Harris
disclaims beneficial ownership,
(15) See footnotes (4) through (14).
2
<PAGE>
DIRECTORS, NOMINEES AND EXECUTIVE OFFICERS
The executive officers, directors and nominees for directors of the Company
are as follows:
NAME AGE POSITION WITH THE COMPANY
- ----------------------------------------------------------------------------
William C. France 63 Chairman of the Board, Chief Executive
Officer and Director
James C. France 51 President, Chief Operating Officer and
Director
Lesa D. Kennedy 35 Executive Vice President and Director
H. Lee Combs 43 Senior Vice President--Operations and
Director
James H. Foster 69 Senior Vice President--Special Projects and
Director
Robert E. Smith 64 Vice President--Administration and Director
Susan G. Schandel 33 Treasurer and Chief Financial Officer
Gregory J. Sullivan 41 Vice President-Marketing
John E. Graham, Jr. 48 Vice President
W. Grant Lynch, Jr. 42 Vice President
James H. Hunter 56 Vice President
J. Hyatt Brown 59 Director
John R. Cooper 64 Director
Robert W. Emerick 84 Director
Brian Z. France 32 Director
Christy F. Harris 50 Director
Raymond K. Mason, Jr. 41 Director
Lloyd E. Reuss 60 Director
Chapman Root, II 45 Director
Thomas W. Staed 65 Director
Robert R. Dyson 50 Nominee for Director
Edward H. Rensi 52 Nominee for Director
The Company's Articles provide that the Board of Directors be divided
into three classes, with regular three year staggered terms. Ms. Kennedy and
Messrs. Smith, Brown, Emerick and Staed will hold office until the annual
meeting of shareholders to be held in 1997, Messrs. William C. France, Combs,
Foster, Harris and Root will hold office until the annual meeting of
shareholders to be held in 1998, and Messrs. James C. France, Cooper, Brian Z.
France, Mason and Reuss will hold office until the annual meeting of
shareholders to be held in 1999.
For the election of directors at the Annual Meeting of Shareholders in
January 1997, the Board has approved the nomination as directors of Ms.
Kennedy and Messrs. Brown, Dyson, Rensi and Staed to serve for a three year
term and hold office until the annual meeting of shareholders to be held in
2000.
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 Company's executive officers and directors.
Mr. William C. France, a director since 1958, has served as Chairman of
the Board of the Company since 1987 and as Chief Executive Officer since 1981.
From 1981 to 1987, Mr. France served as the Company's President. Mr. France
also serves as a director of Penske Motorsports and Outboard Marine
Corporation.
Mr. James C. France, a director since 1970, has served as President and
Chief Operating Officer of the Company since 1987.
Ms. Lesa D. Kennedy, a director since 1984, was appointed an Executive
Vice President of the Company in January 1996. Ms. Kennedy served as the
Company's Secretary from 1987 until January 1996 and served as its Treasurer
from 1989 until January 1996.
3
<PAGE>
Mr. H. Lee Combs, a director since 1987, was appointed the Company's
Senior Vice President-Operations in January 1996. Mr. Combs served as a Vice
President and the Company's Chief Financial Officer from 1987 until such time.
He also serves as a director of Penske Motorsports.
Mr. James H. Foster, a director since 1968, was appointed the Company's
Senior Vice President -Special Projects in January 1994 upon his retirement as
a full-time employee. Mr. Foster served as President of Daytona International
Speedway from 1988 until 1994 and as Executive Vice President--Corporate
Communications of the Company from 1984 until 1988. From 1970 to 1988, Mr.
Foster served as the Company's Vice President in Charge of Corporate
Communications.
Mr. Robert E. Smith, a director since January 1996, has served as Vice
President--Corporate Administration of the Company for more than five years.
Ms. Susan G. Schandel was appointed the Company's Treasurer and Chief
Financial Officer in January 1996. From November 1992 until such time, Ms.
Schandel served as the Company's Controller. From 1988 until 1992, Ms.
Schandel was employed by Ernst & Young LLP, where she most recently served as
an audit manager.
Mr. Gregory G. Sullivan, appointed the Company's Vice-President-Marketing
in November 1994, joined the Company in September 1994. Prior to joining the
Company, Mr. Sullivan was employed by Kraft Foods (a division of Phillip
Morris) for more than five years, where he most recently served as Director of
Marketing Services for Kraft's Maxwell House division.
Mr. John E. Graham, Jr., appointed as a Vice President in November 1994,
joined the Company as President of Daytona International Speedway in September
1994. Prior to joining the Company, Mr. Graham was employed by First Union
National Bank of Florida for more than five years, where he most recently
served as President of First Union National Bank of Volusia and Flagler
Counties.
Mr. W. Grant Lynch, Jr. has served as a Vice President and as President
of Talladega Superspeedway since joining the Company in November 1993. Prior
to such time, Mr. Lynch was employed by R.J. Reynolds Tobacco Company, Sports
Marketing Division, where from 1990 until 1993 he served as Senior Operations
and Public Relations Manager for the Winston Cup Racing Program.
Mr. James H. Hunter has served as a Vice President and as President of
Darlington Raceway since joining the Company in November 1993. Prior to
joining the Company, Mr. Hunter served as NASCAR's Vice President of
Administration and Marketing for more than five years.
Mr. J. Hyatt Brown, a director since 1987, serves as the 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. John R. Cooper, a director since 1987, served as Vice
President--Corporate Development of the Company from December 1987 until July
1994. Since January 1996, Mr. Cooper has served as a special project
facilitator for the Company.
Mr. Robert W. Emerick, a director since 1975, served as General Motors
Corporation's Director of Public Relations, Pontiac Motor Division, prior to
his retirement in 1974.
Mr. Brian Z. France, a director since 1994, has served as NASCAR's Vice
President of Marketing and Corporate Communications since December 1992 and as
the Company's Manager--Group Projects since February 1994. From 1983 until
such time, Mr. France served in a number of other capacities with NASCAR,
including Winston Racing Series Administrative Assistant and National Tour
Director. From 1989 to 1991, Mr. France also served as General Manager of
Tucson Raceway Park.
4
<PAGE>
Mr. Christy F. Harris, a director since 1984, has been engaged in the
private practice of business and commercial law with Harris, Midyette & Geary,
P.A. for more than twenty years.
Mr. Raymond K. Mason, Jr., a director since 1981, has served as Chairman
and President of American Banks of Florida, Inc., Jacksonville, Florida, since
1978.
Mr. Lloyd E. Reuss, a director since January 1996, served as President of
General Motors Corporation from 1990 until his retirement in January 1993. Mr.
Reuss also serves as a director of Handleman Co., Detroit Mortgage and Realty,
Co. and United States Sugar Company.
Mr. Chapman Root, II, a director since 1992, has served as President of
the Root Company, a private investment company, since 1989. Mr. Root also
serves as a director of First Financial Corp. and Terre Haute First National
Bank.
Mr. Thomas W. Staed, a director since 1987, has served as President of
Oceans Eleven Resorts, Inc., a hotel/motel business, for more than five years.
Mr. Robert R. Dyson, a nominee for director, has served as Chairman and
Chief Executive Officer of The Dyson-Kissner-Moran Corporation (DKM) since
November 1992. Prior to such time, Mr. Dyson served in various executive
capacities at DKM including Executive Vice President from April 1988 to May
1990 and then President and Chief Operating Officer until November 1992.
Mr. Edward H. Rensi, a nominee for director, has served as President and
Chief Executive Officer of McDonald's USA since 1991 and served as President
and Chief Operating Officer from 1984 to 1991. He is a Director of McDonald's
Corporation and Snap-On Incorporated.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
NASCAR, which sanctions most of the Company's major racing events, is
controlled by William C. France and James C. France. Standard NASCAR sanction
agreements require racetrack operators to pay various monies to NASCAR for
each sanction 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. The aggregate NASCAR sanction fees and prize and
point fund monies paid by the Company with respect to fiscal 1994, fiscal 1995
and fiscal 1996 were $9.4 million, $11.8 million and $13.8 million,
respectively.
In addition, NASCAR and the Company share a variety of expenses in the
ordinary course of business. NASCAR pays rent to the Company for office space
based upon estimated fair market lease rates for comparable facilities. NASCAR
also reimburses the Company for 50% of the compensation paid to personnel
working in the Company's legal and risk management departments, as well as 50%
of the compensation expense associated with receptionists and the Company's
archive departments. The Company's payments to NASCAR for MRN Radio's
broadcast rights to Craftsman Truck Series races represents an agreed-upon
percentage of the Company's advertising revenues attributable to such race
broadcasts. NASCAR's reimbursement for use of the Company's mail room,
graphics and publications departments, and the Company's reimbursement of
NASCAR for use of corporate aircraft, is based on actual usage. The aggregate
amount paid by the Company to NASCAR for shared expenses, net of the amounts
received from NASCAR for shared expenses, totaled approximately $62,000,
$71,000 and $359,000 during fiscal 1994, 1995 and fiscal 1996, respectively.
The Company strives to ensure, and management believes that, the terms of the
Company's transactions with NASCAR are no less favorable to the Company than
could be obtained in arms'-length negotiations.
J. Hyatt Brown, a director of the Company, serves as President and Chief
Executive Officer of Poe & Brown, Inc. ("Poe"). Poe has received commissions
for serving as the Company's insurance broker for several of the Company's
insurance policies, including its property and casualty policy, certain
employee benefit programs and the split-dollar arrangements established for
the benefit of William C. France, James C. France and their respective
spouses. The
5
<PAGE>
aggregate commissions received by Poe in connection with Company policies were
approximately $70,000, $80,000 and $294,000 during fiscal 1994, fiscal 1995
and fiscal 1996, respectively.
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.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Based solely upon a review of Forms 3 and 4 and amendments thereto
furnished to the Company during its most recent fiscal year and Forms 5 and
amendments thereto furnished to the Company with respect to its most recent
fiscal year, and based upon written representations from reporting
individuals, the Company is not aware of any reporting person that failed to
file on a timely basis reports required by Section 16(a) of the Exchange Act
during the most recent fiscal year.
DIRECTOR COMMITTEES
The Company's Board of Directors has an Audit Committee, a Compensation
Committee and a Growth Strategy Committee.
The functions of the Audit Committee (which presently consists of Messrs.
Brown, Emerick and Mason) include (i) meeting with auditors to discuss the
scope, fees, timing and results of the annual audit, (ii) reviewing the
Company's consolidated financial statements, and (iii) performing other duties
deemed appropriate by the Board. The Audit Committee met once during fiscal
1996.
The functions of the Compensation Committee (which presently consists of
Messrs. Reuss, Root and Staed) include (i) reviewing existing compensation
levels of executive officers, (ii) making compensation recommendations to
management and the Board, and (iii) performing other duties deemed appropriate
by the Board. The Compensation Committee met five times during fiscal 1996.
In July 1996, the Board appointed Messrs. Harris, Brown, Mason and Reuss
to serve as members of the Growth Strategy Committee. Such committee was asked
to review the Recapitalization and recommend to the Board whether or not to
proceed. The Growth Strategy Committee did not first meet until September
1996.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
DIRECTOR COMPENSATION
The Company pays each non-employee director a monthly retainer of $500, a
$1,000 fee for each meeting of the Board of Directors attended and a $500 fee
for each Board committee meeting attended. The aggregate retainers and fees
paid to directors with respect to fiscal 1996 services totaled $99,000. The
Company also reimburses directors for all expenses incurred in connection with
their activities as directors.
EXECUTIVE COMPENSATION
The following table sets forth the total compensation paid by the
Company, for services rendered during the last three fiscal years, to the
Company's Chief Executive Officer and the Company's other four most highly
compensated executive officers during fiscal 1996 (collectively the "Named
Officers").
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SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long
Term
Compen-
Annual Compensation sation
------------------- -------
Restricted All Other
Name and Fiscal Stock Compen-
Principal Position Year Salary Bonus Awards(1) sation(2)
- ------------------ ---- -------- -------- ---------- ---------------
<S> <C> <C> <C> <C> <C>
William C. France 1996 $278,707 (3) $ 0 $754,972
Chairman and Chief 1995 $241,981 $126,860 $ 0 $ 6,015
Executive Officer 1994 $205,947 $ 86,800 $ 0 $ 3,511
James C. France 1996 $224,778 (3) $ 0 $464,378
President and Chief 1995 $200,121 $ 83,140 $ 0 $ 12,406
Operating Officer 1994 $173,845 $ 58,640 $ 0 $ 13,009
John E. Graham 1996 $190,922 $ 65,806 $293,750 $ 7,724
Vice President 1995 $180,462 $110,228 $ 0 $ 1,607
1994 $ 0 $ 0 $ 0 $ 0
H. Lee Combs 1996 $172,226 $ 72,179 $172,020 $ 11,102
Senior Vice Pres- 1995 $116,972 $ 35,218 $ 60,986 $ 9,581
ident - -Operations 1994 $104,575 $ 27,634 $113,490 $ 11,111
Lesa D. Kennedy 1996 $173,553 $ 69,223 $149,695 $ 8,648
Executive Vice 1995 $109,608 $ 32,573 $ 53,168 $ 8,482
President 1994 $ 92,976 $ 24,486 $ 98,746 $ 6,618
<FN>
(1) Reflects the aggregate market value of shares awarded under the Company's
1994 Long Term Incentive Plan (calculated by multiplying the average of the
bid and asked prices for the Company's existing common stock by the number
of shares awarded). The indicated awards were made in January with respect
to services rendered in the prior fiscal year. See Note 9 of Notes to the
Company's Consolidated Financial Statements.
(2) The compensation reported in this column consists of (i) payments for
insurance, including premium payments and related expense for split-dollar and
other life insurance, accidental death and dismemberment insurance and group
health insurance, (ii) medical expense reimbursements, and (iii) contributions
to the Company's 401(k) plan. The amounts applicable to each Named Officer for
each category for fiscal 1996 are as follows: William C. France ($751,724,
$3,248 and $0, respectively); James C. France ($456,724, $1,219 and $6,435,
respectively); John E. Graham ($1,724, $0 and $6,000, respectively); Lesa D.
Kennedy ($1,724, $0 and $6,924, respectively); and H. Lee Combs ($1,724,
$2,667 and $6,711, respectively). Pursuant to the Company's split-dollar life
insurance arrangements, the premiums will be repaid to the Company in future
periods. See Note 9 of Notes to the Company's Consolidated Financial
Statements.
(3) Bonuses for services rendered in fiscal 1996 have not been determined as
of the date of this Information Statement.
</TABLE>
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
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<PAGE>
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
1994 LONG-TERM INCENTIVE PLAN. 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
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<PAGE>
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.
COLLATERAL ASSIGNMENT SPLIT-DOLLAR INSURANCE
In October 1995, based upon evaluation and recommendation of the
Compensation Committee, the Company entered into collateral assignment
split-dollar insurance agreements covering the lives of the Chairman/CEO, the
President/COO and their respective spouses. Pursuant to the agreements, the
Company will advance annual premiums of approximately $1,205,000 each year for
a period of eight years. Upon surrender of the policies or payment of the
death benefits thereunder, the Company is entitled to the repayment of an
amount equal to the cumulative premiums paid by the Company. Although
Securities and Exchange Commission (SEC) rules require disclosure of the
entire premium advanced by the Company in the Summary Compensation Table, the
Compensation Committee determined the compensation aspect of the plan was
actually less than the total premium because of the repayment requirement and
represented reasonable and appropriate compensation to the covered executives,
when considered in light of their total compensation package.
CHAIRMAN/CEO COMPENSATION BASES. The Compensation Committee determined a
14.5% increase in Chairman/CEO compensation was appropriate in light of the
continued growth in earnings per share in 1995.
Thomas W. Staed
Chapman J. Root, II
Lloyd E. Reuss
PERFORMANCE GRAPH
The rules of the 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 (the single
class existing prior to the recapitalization and the offering) 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
9
<PAGE>
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 only short term limited public information is available concerning
two of its major competitors, and no public information is available
concerning its other 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 information statement 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 - 8/31/91 $100.00 $100.00 $100.00
FYE 8/31/92 $132.98 $110.21 $108.45
FYE 8/31/93 $175.23 $263.61 $143.07
FYE 8/31/94 $178.14 $182.89 $148.91
FYE 8/31/95 $379.97 $142.35 $200.55
FYE 8/31/96 $476.27 $108.26 $226.17
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors intends to appoint Ernst & Young LLP, independent
certified public accountants, as auditors for the fiscal year ending November
30, 1997. Ernst & Young LLP, and its predecessors have served as the
Company's auditors since 1966. Representatives of Ernst & Young LLP, will be
present at the Annual Meeting of Shareholders with the opportunity to make a
statement, if they so desire, and will be available to respond to appropriate
questions from shareholders.
COMPENSATION PLANS
The Board of Directors and the holders of a majority of the voting
interests represented by the outstanding shares of all classes of common stock
of the Company, have adopted the 1996 Plan. The purpose of the 1996 Plan is
to attract and retain key employees and consultants of the Company, to provide
an incentive for them to achieve long-range performance goals, and to enable
them to participate in the long-term growth of the Company. The 1996 Plan
authorizes the grant of stock options (incentive and nonstatutory), stock
appreciation rights ("SARs") and restricted stock to employees and consultants
of the Company capable of contributing to the Company's performance. The
Company has reserved an aggregate of 1,000,000 shares (subject to adjustment
for stock splits and similar capital changes) of Class A Common Stock for
grants under the 1996
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<PAGE>
Plan. Incentive Stock Options may be granted only to employees eligible to
receive them under the Internal Revenue Code of 1996, as amended. The Board
of Directors has appointed the Compensation Committee (the "Committee") to
administer the 1996 Plan. Awards under the 1996 Plan will contain such terms
and conditions not inconsistent with the 1996 Plan as the Committee in its
discretion approves. The Committee has discretion to administer the 1996
Plan in the manner which it determines, from time to time, is in the best
interest of the Company. For example, the Committee will fix the terms of
stock options, SARs and restricted stock grants and determine whether, in the
case of options and SARs, they may be exercised immediately or at a later date
or dates. Awards may also be granted subject to conditions relating to
continued employment and restrictions on transfer. In addition, the Committee
may provide, at the time an award is made or at any time thereafter, for the
acceleration of a participant's rights or cash settlement upon a change in
control of the Company. The terms and conditions of awards need not be the
same for each participant. The foregoing examples illustrate, but do not
limit, the manner in which the Committee may exercise its authority in
administering the 1996 Plan. In addition, all questions of interpretation of
the 1996 Plan will be determined by the Committee. The participants, benefits
and amounts have not yet been determined.
The Board of Directors of the Company approved the 1996 Plan on September
5, 1996 by unanimous written consent in lieu of a meeting. Holders of over a
majority of the voting interests represented by the outstanding shares of all
classes of the Company's common stock approved the 1996 Plan on November 20,
1996 by written consent in lieu of a meeting in accordance with the provisions
of Section 607.0704 of the Florida Business Corporation Act. Accordingly,
your consent is not required and is not being solicited in connection with the
adoption of the 1996 Plan.
VOTING PROCEDURE
With respect to the election of directors, the person receiving a
plurality of the votes cast by shares entitled to vote for the position being
filled shall be elected. Management knows of no other items to come before
the meeting other than those state above. On any other item which should come
before the meeting the matter shall be decided by a majority of the votes cast
by shares entitled to vote at the meeting.
In advance of the meeting the Company will appoint one or more inspectors
of election or judges of the vote, as the case may be, to act at the meeting
or any adjournment thereof. In case any person who may be appointed as an
inspector or judge fails to appear or act, the vacancy may be filled at the
meeting by the person presiding. The inspectors or judges, if any, shall
determine the number of shares of stock outstanding and the voting power of
each, the shares of stock represented at the meeting, the existence of a
quorum, the validity and effect of proxies, and shall receive votes, ballots
and consents, hear and determine all challenges and questions arising in
connection with the right to vote, count and tabulate votes, ballots and
consents, determine the result, and do such acts as are proper to conduct the
election or vote with fairness to all shareholders. On request of the person
presiding at the meeting, the inspector or inspectors or judge or judges, if
any, shall make a report in writing of any challenge, question or matter
determined by him or them, and execute a certificate of any fact found by him
or them.
DISSENTERS' RIGHT OF APPRAISAL
Management does not anticipate that any matter will be acted upon at the
meeting which would give rise to rights of appraisal or similar rights of
dissenters. As indicated above, the 1996 Plan has been approved by the
holders of over 50% of the voting interests represented by the outstanding
shares of all classes of common stock. Accordingly, no other vote of the
Company's shareholders is required in connection with the adoption of the 1996
Plan. Florida law does not provide rights of appraisal or similar rights of
dissenters with respect to the Company's adoption of the 1996 Plan.
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<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Exchange
Act and in accordance therewith files reports, information statements and
other information with the SEC. Such reports, information statements and
other information filed by the Company can be inspected and copied (at
prescribed rates) at the public reference facilities maintained by the SEC at
450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549 and at the SEC's
regional office located at Seven World Trade Center, 13th Floor, New York, New
York 10048 and at Northwest Atrium Center, 500 W. Madison Street, Suite 1400,
Chicago, Illinois 60661-2511 The SEC maintains a World Wide Web site on the
Internet at http://www.sec.gov that contains reports, proxy and information
statements and other information filed electronically with the SEC.
By Order of the Board of Directors
/s/ W. Garrett Crotty
W. Garrett Crotty
Secretary and General Counsel
November 20, 1996
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