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, 1996
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
Class A Common Stock - $.01 par value
Class B Common Stock - $.01 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 October 31, 1996 was $307,770,570 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 October 31,
1996, [prior to the Recapitalization and the effectiveness of the Company's
registration statement on Form S-3 for 4,000,000 shares of Class A Common Stock]
2,294,926 shares of Common Stock, $.10 par value per share were
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE. - NONE -
<PAGE>
UNLESS OTHERWISE INDICATED, (I) ALL SHARE AND PER SHARE DATA HAS BEEN
RETROACTIVELY ADJUSTED TO GIVE EFFECT TO A RECAPITALIZATION
AND RELATED STOCK SPLIT WHICH BECAME EFFECTIVE CONCURRENTLY WITH THE COMPANY'S
OFFERING AS DESCRIBED IN "THE RECAPITALIZATION," AND (II) A REFERENCE TO A
"FISCAL" YEAR MEANS THE TWELVE MONTHS ENDED AUGUST 31 OF SUCH YEAR. THE COMPANY
WILL CHANGE ITS FISCAL YEAR-END TO NOVEMBER 30 EFFECTIVE DECEMBER 1, 1996.
PART I
ITEM 1. BUSINESS
GENERAL
The Company is a leading promoter of motorsports activities in the United
States. The Company owns and operates three of the nation's premier
superspeedways--Daytona International Speedway in Florida, home of the Daytona
500, widely recognized as the most prestigious stock car race in the world;
Talladega Superspeedway in Alabama, the fastest stock car track; and Darlington
Raceway in South Carolina, the first stock car superspeedway. The Company also
operates Tucson Raceway Park in Arizona, owns a 50% interest in the Watkins Glen
International road course in New York, and holds a 12% interest in Penske
Motorsports, Inc., which owns and operates Michigan International Speedway and
Pennsylvania's Nazareth Speedway and is constructing The California Speedway
near Los Angeles. In July 1996, the Company opened DAYTONA USA--The Ultimate
Motorsports Attraction, a motorsports themed-entertainment complex that includes
interactive media, theaters, historical memorabilia and exhibits.
The Company, including Watkins Glen, currently promotes over 70 stock car,
sports car, truck, motorcycle and other racing events annually, including seven
Winston Cup races, five Busch Grand National races, the premier sports car
endurance event in the United States (the Rolex 24 at Daytona) and a number of
prestigious motorcycle races. In fiscal 1996, NASCAR-sanctioned races at the
Company's facilities accounted for approximately 78.3% of the Company's total
revenues. Based on statistics developed by Goodyear, spectator attendance at
NASCAR's Winston Cup and Busch Grand National events increased at compound
annual growth rates of 15.1% and 17.3%, respectively, from 1993 to 1995.
Moreover, each of CBS, ABC, ESPN, TBS and TNN has recently experienced increased
ratings for its televised NASCAR Winston Cup events. Attracted by these
increases in spectators and ratings, leading consumer product and manufacturing
companies have expanded their participation in the motorsports industry. The
Company's major sponsors include Pepsi, Anheuser Busch, Sears, Winston,
Gatorade, Pontiac, Ford, Chevrolet, Goodyear, DuPont and Rolex.
THE OFFERING
On November 4, 1996 the Company sold 4,000,000 shares of its newly created
Class A Common Stock (see "The Recapitalization") in an underwritten public
offering. The price to the public was $20 per share. The net proceeds to the
Company from the sale of the stock sold by the Company in the Offering are
estimated to be approximately $74.5 million, after deduction of underwriting
discounts and commissions and estimated expenses of the Offering. The Company
intends to use approximately $26.8 million of such net proceeds to fund the
completion of certain additions and improvements to the Company's motorsports
facilities, including additional suites and grandstand seating at Daytona
International Speedway, Talladega Superspeedway and Darlington Raceway.
Approximately $8.0 million of the net proceeds of this Offering will be used to
repay borrowings incurred under one of the Company's lines of credit in
September 1996 to fund the Company's acquisition of properties in close
proximity to Daytona International Speedway. The approximately $39.7 million of
remaining net proceeds will be used for working capital and other general
corporate purposes, including potential acquisitions and continued improvements
to and expansion of the Company's operations. However, the Company does not
currently have any understanding or arrangement regarding any potential
acquisition. Pending such uses, the Company intends to invest the net proceeds
of the Offering in money market funds or other interest-bearing obligations.
OPERATING STRATEGY
Key elements of the Company's general operating strategy emphasize (i) senior
management's long-standing involvement with the development and growth of the
motorsports industry, (ii) ongoing capital improvements and other efforts
designed to maximize race spectators' total entertainment experience, (iii)
marketing programs targeting both corporate customers and consumers, (iv) the
development of long-term relationships with sponsors, and (v) the use of media
to increase awareness of the Company's major racing events and the motorsports
industry.
LONG-TERM PERSPECTIVE OF MOTORSPORTS INDUSTRY. Members of the France family
have been involved in senior management positions with the Company since its
formation in 1953. In addition, the France family has been instrumental in the
development of the nation's motorsports industry through their organization and
control of NASCAR. The Company believes that senior management's
extensive network of contacts in the motorsports industry, as well as the
Company's reputation as a long-term steward for the sport, frequently enhance
the Company's ability to learn of and pursue new market and other growth
opportunities. The Company also believes that the France family's long-standing
involvement with the Company has provided a number of other significant
competitive advantages, including a reduced risk of disruption in the Company's
operating policies and long-range strategies, which in turn provides an
assurance of continuity to employees, sponsors, sanctioning bodies and other
entities that enter into commitments or relationships with the Company.
Moreover, the experience and expertise of the Company and its senior management
team extend beyond stock car racing to a wide variety of other motorsports
disciplines, including sports cars and motorcycles.
COMMITMENT TO CUSTOMER SATISFACTION. The Company believes that its growth has
to a significant degree resulted from its emphasis on enhancing race spectators'
total entertainment experience. The Company continually strives to increase the
comfort, view and amenities offered to race spectators, which management
believes serves to maximize customer loyalty. To that end, the Company has in
recent years engaged in a series of capital improvements, including the
construction of additional permanent grandstand seating, new luxury suites,
innovative corporate entertainment facilities and a number of improvements to
food and beverage concession, restroom and other customer convenience
facilities. The fiscal 1996 capital expenditures attributable to such
improvement projects totaled approximately $12.7 million. The Company's efforts
to improve customer satisfaction have also included the hiring of an event
coordinator responsible for upgrading the performance of the Company's temporary
event personnel, as well as the establishment of Americrown, the Company's
concessions and catering subsidiary.
EMPHASIS ON MARKETING. Management believes that it is important to market the
Company's scheduled racing events to both corporate customers and consumers. The
Company's marketing and promotional activities include the direct solicitation
of prospective event sponsors and other corporate sponsors by the Company's Vice
President-Marketing, other executive officers, members of the Company's
seven-person marketing staff and marketing personnel at each of the Company's
superspeedways. Sponsorship-related marketing opportunities for a typical race
event include luxury suite rentals, block ticket sales, Company-catered
hospitality, and souvenir race program and track signage advertising. The
Company also markets its events by offering tours of its facilities, advertising
on television and radio, conducting direct mail campaigns and staging a wide
variety of pre-race promotional activities. Moreover, the DAYTONA USA
entertainment complex and the Company's computer and video game, apparel and
other merchandise licenses are intended in part to increase the awareness and
popularity of motorsports with younger spectators and thereby ensure a
foundation for future growth.
DEVELOPMENT OF STRATEGIC ALLIANCES WITH SPONSORS. Management believes that
the promotional and advertising expenditures of major sponsors provide the
Company with a wide variety of indirect marketing and other benefits.
Accordingly, the Company devotes significant resources to developing long-term
relationships with leading consumer products and manufacturing companies.
Although the identities of sponsors and the terms of sponsorships change from
time to time, principal Company sponsors currently include Pepsi, Anheuser
Busch, Winston, Sears and Rolex. Some contracts allow the sponsor to name a
particular racing event, as in the "Diehard 500" and the "Pepsi 400." Other
consideration ranges from official car designation to advertising and
promotional rights in the sponsor's product category. Management believes that
the commitments of Ford, DuPont, Gatorade, Goodyear, STP, Pontiac, Chevrolet,
Circuit City and others as founding sponsors for the Company's DAYTONA USA
entertainment complex demonstrate the opportunities for strategic alliances
available to the Company in today's competitive marketing environment.
UTILIZATION OF MEDIA TO MAXIMIZE EXPOSURE. The Company negotiates directly
with network and cable television companies for live coverage on all of its
races except NASCAR's Craftsman Truck Series. All of the Company's Winston Cup
and Busch Grand National races are televised on CBS, ESPN, TBS and TNN, and
management intends to seek similar arrangements for other racing events when
opportunities arise. The Company also produces and syndicates its Winston Cup,
Busch Grand National and Craftsman Truck series races, as well as other races
promoted by the Company or third parties, over MRN Radio, its proprietary motor
racing network. MRN Radio programs are currently carried by more than 400 radio
stations. Management also seeks to increase the visibility of its racing events
and facilities through local and regional media interaction.
GROWTH STRATEGY
The Company intends to increase its revenues and profitability by
capitalizing on both its existing competitive strengths and the growth and
popularity of motorsports generally. Key components of this growth strategy are
as follows:
EXPAND EXISTING FACILITIES. Management believes that the spectator demand for
its largest events continues to exceed existing seating capacity. Accordingly,
the Company plans to continue its expansion by adding permanent grandstand
seating and luxury suites at each of its superspeedways. During fiscal 1997, the
Company expects to (i) complete its pending addition to Daytona International
Speedway's Winston Tower, which will add 15 new luxury suites seating
approximately 360 spectators and approximately 1,350 premium-level grandstand
seats, (ii) complete construction of approximately 12,500 additional grandstand
seats on Daytona International Speedway's backstretch, (iii) add 10 additional
suites and approximately 6,500 grandstand seats at Talladega Superspeedway, and
(iv) add approximately 7,900 grandstand seats at Darlington Raceway. These
expansion projects are expected to require an aggregate of approximately $22.0
million of capital expenditures during the 15 months ending November 30, 1997.
See "Management's Discussion and Analysis of Financial Condition and Results of
Operations--Liquidity and Capital Resources." In the long term, the Company
intends to continue to expand each of its superspeedways based upon customer
demand and available capital.
CAPITALIZE ON "DAYTONA" FRANCHISE. Management believes that the Daytona
International Speedway enjoys international brand name recognition as a result
of its association with the sport's history and development, the prestige and
caliber of the Daytona 500 and other racing events held at the track, as well as
the generally greater speeds resulting from its length and unique, high banked
tri-oval configuration, all of which provide a significant competitive
advantage. In addition, Daytona International Speedway's landmark position as
the "World Center of Racing" is supported by serving as venue for racing events
in a wide variety of motorsports races held on nine different weekends,
including (i) the supercross, vintage, road race and other motorcycle events
held in conjunction with Daytona's annual Camel Motorcycle Week, (ii) the IMSA
sports car endurance races hosted by the Company, including the Rolex 24 at
Daytona, and (iii) the season opener for the IROC series, in which a selected
field of 12 drivers from different motorsports disciplines compete in equally
prepared Pontiac Firebird Trans-Ams.
The Company has recently initiated a number of projects to capitalize on
Daytona's prestige and brand name recognition. In July 1996, the Company opened
DAYTONA USA--The Ultimate Motorsports Attraction. This approximately $20.0
million entertainment complex includes interactive media, theaters, historical
memorabilia and exhibits. Management believes that this complex will be able to
capitalize on the year-round tourism generated by Disney World and other Central
Florida attractions, thereby (i) increasing the usage of the Company's Daytona
facility, (ii) expanding the Company's concessions, track tour and souvenir
sales, and (iii) providing greater visibility for the Company's business and
motorsports generally, which in turn is expected to increase spectator interest.
Management also believes that the Company's relationships with DAYTONA USA's
founding sponsors will provide a springboard to expanded strategic alliances in
the future. Other examples of the Company's ability to take advantage of its
brand recognition include Sega Corp.'s popular DAYTONA USA video arcade and CD
ROM computer race games, which have generated both royalty fees and increased
consumer awareness of the Company's motorsports activities, particularly among
the youth market.
INCREASE TELEVISION REVENUES. Motorsports are experiencing significant growth
in television viewership. According to USA Today, the 1995 Winston Cup races
televised by CBS, ABC, ESPN, TBS, and TNN reflected ratings increases of 15%,
16%, 22%, 25% and 28%, respectively. Moreover, according to Nielsen, the
Company's Daytona 500 and Winston Select 500 racing events had the highest
Winston Cup network and cable television ratings, respectively, in 1995 with the
Daytona 500 reaching almost 7.5 million households. This significant growth in
viewership, together with unique market conditions that favor prestigious
"content" providers, is expected to result in higher broadcast rights fees from
television networks in the near future. The Company recently signed an agreement
with CBS with respect to the television broadcast rights for the 1997 Diehard
500, as well as the Busch Clash of '97, Gatorade 125's, Daytona 500 and Busch
Grand National race to be held in the 1997 Speedweeks. In addition, the Company
has an agreement with ESPN to televise each of the Company's other 1997 Winston
Cup events, as well as the February 1997 Speedweeks events not being televised
by CBS, including the season openers for the NASCAR Goody's Dash and ARCA
Bondo/Mar-Hyde Supercar series. Moreover, although a definitive contract has not
been executed, the Company has an agreement in principle with CBS to broadcast
the Daytona 500, the 300 mile Busch Grand National race held during Speedweeks,
the Pepsi 400, the Busch Clash and the Gatorade 125's from 1998 through 2001.
The Company also has an agreement in principle with ESPN to broadcast five
Winston Cup races, four Busch Grand National races and one ARCA race to be
promoted by the Company from 1998 through 2001.
ACQUIRE OR DEVELOP ADDITIONAL MOTORSPORTS FACILITIES. The Company also
intends to pursue growth through the acquisition and/or development of
motorsports facilities as appropriate opportunities arise. Management believes
that the Company's November 1995 investment in Penske Motorsports exemplifies
the Company's commitment to increasing its motorsports presence. In addition,
the Company recently engaged an independent sports facility consultant to assist
the Company with feasibility analyses and management's contemplated exploration
of public/ private partnerships, all of which activities are intended to lead to
the development of one or more motorsports facilities in new markets. Moreover,
senior management personnel regularly review acquisition prospects that would
augment or complement the Company's existing operations or otherwise offer
significant growth opportunities. However, there can be no assurance that
suitable candidates will be available or, because of competition from other
potential purchasers or other business reasons, that the Company will be able to
consummate acquisitions of additional motorsports facilities on satisfactory
terms. At the present time, the Company does not have any arrangement or
understanding with respect to any acquisition transactions or the financing
thereof.
EXPAND USE OF EXISTING RESOURCES AND FACILITIES. The Company believes that it
will be able to expand the use of its facilities and resources by providing
outsourcing services to other promoters of large sports and entertainment
events. For example, the Company has been able to capitalize on Americrown's
large fleet of mobile food service equipment by providing concessions and
catering for a number of unaffiliated, outdoor sporting events in the
southeastern United States, including several LPGA golf tournaments and the Indy
200 held at Disney World. Management intends to take similar advantage of its
extensive network of event personnel, including supervisory, security, gate
admission and other employees, by offering turnkey temporary employee services
to third party promoters. In addition, the Company will continue to seek
revenue-producing uses for the Company's track facilities on days not committed
to racing events. Such other uses may include car shows, auto fairs, driving
schools, vehicle testing and settings for television commercials, print
advertisements and motion pictures.
OPERATIONS
The Company's operations consist principally of racing events at its four
tracks. The Company also owns a 50% interest in Watkins Glen and a 12% interest
in Penske Motorsports. In addition, the Company owns and operates the DAYTONA
USA entertainment complex, provides catering and concession services to third
parties and operates the MRN Radio network.
Approximately $75 million, or 78.3%, of the Company's fiscal 1996 revenues
were attributable to NASCAR-sanctioned races at the Company's facilities,
including applicable admissions, luxury suite rental, sponsorship, television
and MRN Radio broadcast, food and beverage concession and catering, souvenir,
advertising and other revenues. Winston Cup and Busch Grand National races
accounted for approximately 84.5% and 11.7%, respectively, of such fiscal 1996
NASCAR-sanctioned race event revenues, with the approximately 3.8% balance
attributable to Craftsman Truck, Goody's Dash and other NASCAR racing series.
The Company's fiscal 1996 revenues that were not attributable to
NASCAR-sanctioned races at the Company's facilities were derived from a number
of various sources, including (i) admission and luxury suite rental revenue from
racing events sanctioned by bodies other than NASCAR, (ii) broadcast and
sponsorship fees for such non-NASCAR racing events, (iii) MRN Radio's revenues
from the sale of advertising and rights fees paid by broadcast affiliates with
respect to events other than NASCAR-sanctioned races at the Company's
facilities, (iv) Americrown's catering and concession revenues for the Company's
non-NASCAR racing events, as well as unaffiliated sporting events, (v)
admissions and sponsorship fees attributable to DAYTONA USA, and (vi) other
revenues unrelated to racing events such as hangar rentals and gas sales at the
Talladega Municipal Airport. None of foregoing non-NASCAR revenue sources
accounted for over 5% of the Company's fiscal 1996 revenues.
RACING EVENTS
The 1996 race schedule for the Company and Watkins Glen, its 50%-owned
subsidiary, includes eight Winston Cup races (including the Busch Clash of '96
all star event), five Busch Grand National races and various other NASCAR races
and events. In addition, the Company promotes a number of other stock car,
sports car, motorcycle and go-kart racing events, including events sanctioned by
IMSA, ARCA, USAC, SCCA, AMA, WKA, the Championship Cup Series ("CCS"), the
American Historic Racing Motorcycle Association ("AHRMA") and the Sportscar
Vintage Racing Association ("SVRA"). The 1996 racing schedule for events
promoted by the Company and Watkins Glen is as follows:
<PAGE>
<TABLE>
<CAPTION>
SANCTIONING
DATE EVENT BODY TRACK
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C>
February 2 90-Minute Endurance IMSA Daytona
Championship
February 3-4 Rolex 24 at Daytona IMSA Daytona
February 10 Busch Pole Day (Daytona 500) NASCAR Daytona
February 11 Busch Clash of '96 NASCAR Daytona
Daytona ARCA 200 ARCA Daytona
February 15 Gatorade 125's NASCAR Daytona
February 16 Daytona USA 200 NASCAR Daytona
True Value Firebird IROC XX NASCAR Daytona
February 17 Goody's Headache Powder 300 NASCAR Daytona
February 18 Daytona 500 NASCAR Daytona
March 1-3 CCS/NASB Weekend CCS Daytona
March 4-5 Classics Days AHRMA Daytona
March 8 750 Supersport Final AMA Daytona
BMW Battle of the Legends AHRMA Daytona
International Lightweight 100K AMA Daytona
March 9 Daytona Supercross by Honda AMA Daytona
March 10 600 Supersport International AMA Daytona
Challenge 100K
Harley-Davidson Supertwin Final AMA Daytona
Daytona 200 By Arai AMA Daytona
March 22 Busch Pole Day (TranSouth 400) NASCAR Darlington
March 23 Dura-Lube 200 NASCAR Darlington
March 24 TranSouth Financial 400 NASCAR Darlington
April 6 Opening Night NASCAR Tucson
April 13 NASCAR Super Late Models NASCAR Tucson
April 20 NASCAR Super Late Models NASCAR Tucson
April 26 Toro Pole Day (Winston Select 500) NASCAR Talladega
April 27 NASCAR Super Late Models NASCAR Tucson
Mountain Dew 500K ARCA Talladega
True Value Firebird IROC XX NASCAR Talladega
April 28 Winston Select 500 NASCAR Talladega
May 4 NASCAR Super Late Models NASCAR Tucson
SCCA National/Regional SCCA Daytona
May 5 SCCA National/Regional SCCA Daytona
May 11 NASCAR Super Late Models NASCAR Tucson
May 18 NASCAR Super Late Models NASCAR Tucson
May 24-26 SCCA Glen Regional SCCA Watkins Glen
May 25 NAPA 200 NASCAR Tucson
June 1 NASCAR Super Late Models NASCAR Tucson
June 8 NASCAR Super Late Models NASCAR Tucson
3-Hour Endurance Championship IMSA Watkins Glen
June 9 Auto Palace Challenge at the Glen IMSA Watkins Glen
First Union of the Glen IMSA Watkins Glen
Presented by Acxiom
June 15 Valvoline 200 NASCAR Tucson
June 22 NASCAR Super Late Models NASCAR Tucson
June 28-30 Formula Ford 2000 SCCA/USAC Watkins Glen
Barber-Dodge SCCA Watkins Glen
Lysol 200 NASCAR Watkins Glen
June 29 4th of July Fireworks NASCAR Tucson
July 4 Busch Pole Day (Pepsi 400) NASCAR Daytona
July 6 Pepsi 400 NASCAR Daytona
NASCAR Limited Late Models NASCAR Tucson
July 13 Larry Branden Memorial NASCAR Tucson
July 13-14 Glen U.S. Nationals SCCA Watkins Glen
July 20 NASCAR Super Late Models NASCAR Tucson
July 26 Dixie Cups & Plates Pole Day NASCAR Talladega
(DieHard 500)
July 27 Humminbird Fishfinder 500K NASCAR Talladega
NASCAR Super Late Models NASCAR Tucson
July 28 DieHard 500 NASCAR Talladega
August 3 NASCAR Super Late Models NASCAR Tucson
August 9 RCA Qualifying Day NASCAR Watkins Glen
(Bud at the Glen)
August 10 Winston 100 NASCAR Tucson
Serengeti Eyewear Trans-Am SCCA Watkins Glen
Burnham Boilers 150 NASCAR Watkins Glen
August 11 Bud at the Glen NASCAR Watkins Glen
August 17 SCCA Regional SCCA Daytona
NASCAR Super Late Models NASCAR Tucson
August 18 SCCA Regional SCCA Daytona
August 23-25 SCCA World Challenge SCCA Watkins Glen
Watkins Glen 100 NASCAR Watkins Glen
Parts America 150 NASCAR Watkins Glen
August 24 Troy Rouse Memorial NASCAR Tucson
August 30 Busch Pole Day (Mountain Dew NASCAR Darlington
Southern 500)
August 31 Dura-Lube 200 Presented by NASCAR Darlington
AutoZone
NASCAR Super Late Models NASCAR Tucson
September 1 Mountain Dew Southern 500 NASCAR Darlington
September 6-8 Zippo U.S. Vintage Grand Prix SVRA Watkins Glen
September 7 NASCAR Super Late Models NASCAR Tucson
September 14 NASCAR Super Late Models NASCAR Tucson
September 21 Tucson 125 NASCAR Tucson
September 28 NASCAR Super Late Models NASCAR Tucson
October 5 3-Hour Endurance Championship IMSA Daytona
Bud Shootout NASCAR Tucson
October 6 3-Hour IMSA Finale at Daytona IMSA Daytona
October 17-20 Fall Cycle Scene CCS Daytona
December 26-30 WKA Enduro World Championship WKA Daytona
</TABLE>
Racing events compete not only with other sports and other recreational
events scheduled at the same dates, but with other racing events sanctioned by
various racing bodies such as NASCAR, CART, USAC, SCCA, IMSA, ARCA and others.
Racing events sanctioned by different organizations are often held on the same
dates at separate tracks. Management believes that the type and caliber of
promoted racing events, facility location, sight lines, pricing and level of
customer conveniences are the principal factors that distinguish competing
motorsports facilities.
PENSKE MOTORSPORTS
The Company indirectly holds an approximately 12% equity interest in Penske
Motorsports, Inc., a publicly traded promoter and marketer of motorsports
events. Penske Motorsports owns and operates Michigan International Speedway in
Brooklyn, Michigan and Nazareth Speedway in Nazareth, Pennsylvania. Penske
Motorsports is also constructing The California Speedway near Los Angeles,
California, which is expected to be completed in the 1997 racing season. Major
racing events promoted by Penske Motorsports in 1996 include two Winston Cup
races, two Busch Grand National races, two Indy car races sanctioned by CART,
two ARCA races, one Craftsman Truck race and one IROC race.
The Company's ownership interest in Penske Motorsports, Inc., derives from
its 20% interest in PSH Corp., the recordholder of approximately 60% of the
outstanding common stock of Penske Motorsports and an 80%-owned subsidiary of
the privately held Penske Corporation. See Note 2 of the Notes to the Company's
Consolidated Financial Statements for additional information with respect to
this equity investment.
Although two of the Company's directors also serve on the board of directors
of Penske Motorsports, the Company does not control Penske Motorsports.
Although two of the Company's directors also serve on the Board of Penske
Motorsports, the Company does not control Penske Motorsports. Pursuant to the
Investment and Development Agreement, dated as of November 22, 1995, as amended,
between the Company and Penske Corporation, as long as PSH Corp. owns a majority
of the issued and outstanding voting stock of Penske Motorsports, the Company is
permitted to designate a percentage of the members of the Board of Directors of
each of Penske Motorsports and certain of its subsidiaries equal to the greater
of (i) 20.0% or (ii) the percentage of stock ownership of ISC in PSH Corp. as
adjusted to reflect changes in such percentage; provided, however, that the
Company may designate at least two such persons to each such Board so long as
the Company owns at least 10.0% of the outstanding Common Stock of PSH Corp.,
and one person to each such Board so long as the Company owns at least 2.0% of
the outstanding Common Stock of PSH Corp. Messrs. France and Combs are the
current Company designees for each such Board. As long as the Company is
permitted to have at least two designees to a Board, at least one designee shall
serve on any executive or similar committee that may be created by the
applicable Board. If PSH Corp. no longer owns a majority of the issued and
outstanding voting stock of Penske Motorsports, the foregoing obligations of
Penske Corporation are to be met on a "best efforts" basis.
Pursuant to the Shareholders Agreement, dated as of November 22, 1995, as
amended, among Penske Performance, Inc., Facility Investments, Inc., and PSH
Corp., if either Penske Performance, Inc. or Facility Investments, Inc. desires
to transfer any shares of capital stock of PSH Corp. to an unrelated third
party, it first must offer such shares to the other shareholder on the same
terms and conditions as the proposed transfer. Pursuant to the Shareholders
Agreement, also dated as of November 22, 1995, as amended, among PSH Corp.,
Kaiser Resources, Inc. and Penske Motorsports, Inc., if Kaiser desires to
transfer any of the shares of PMI it owns for consideration to an unrelated
party, Kaiser must offer such shares on the same terms and conditions as the
proposed transfer, first to the Company and if the Company elects not to
purchase such shares, then to PSH Corp.
DAYTONA USA
On July 5, 1996, the Company opened DAYTONA USA--The Ultimate Motorsports
Attraction. This motorsports-themed entertainment complex is located in an
approximately 50,000-square foot facility adjacent to the existing "World Center
of Racing" Visitors Center at Daytona International Speedway. DAYTONA USA
includes (i) a walk-through replica of Daytona International Speedway's famed
twin tunnels, (ii) the Goodyear Heritage of Daytona historical exhibits and
memorabilia, including Malcolm Campbell's original Bluebird V (the car which set
the world land speed record on the hard-packed sand of Daytona Beach in 1935), a
replica of the Daytona Beach gas station which "Big Bill" France once owned, and
a display featuring the Daytona Speedway's role in the 1989 filming of "Days of
Thunder" with Tom Cruise, (iii) the Goodyear Great Moments Theater, which
includes a CBS television presentation of highlights from past Daytona 500
races, (iv) a Heroes of the Track video presentation that features the biggest
names in racing, including Richard Petty, Dale Earnhardt, Bill Elliott, Rusty
Wallace and Darrell Waltrip, (v) interactive displays such as the General Motors
Trilon Trivia Tower computer trivia game and "You Broadcast the Race," where
visitors can obtain tapes of their own broadcasting of an exciting race finish,
(vi) DuPont's Technology of Speed, featuring a race car that comes apart
vertically, revealing first the fiberglass skin, then the steel frame and
finally the chassis and motor, (vii) Ford's 16-Second Pit Stop Challenge, in
which audience members participate in a simulated pit stop that tests how fast
they can change tires, pump gas and clean windshields on a real race car, and
(viii) Pepsi Theatre's "The Daytona 500," a film that utilizes a screen 55 feet
wide and 26 feet tall and unique video and sound technologies designed to
provide viewers with a virtual racing experience.
Adjoining DAYTONA USA are (i) Sega Speedway, a high tech arcade using state
of the art video technology and computerized, "virtual" racing simulators, (ii)
Pit Shop, which sells DAYTONA USA, Daytona International Speedway, NASCAR and
race team clothing, books, collectibles and souvenirs, (iii) the Fourth Turn
Grill concessions facility, and (iv) Western Auto's Speedway Tours, a tram tour
of the Speedway's garage area, pit road and high banked track. Management
believes that DAYTONA USA and these adjoining attractions appeal to individual
tourists, tour groups, conventions and the Company's corporate sponsors.
AMERICROWN
The Company's Americrown subsidiary has conducted the food, beverage and
souvenir concession operations at Daytona International Speedway and Talladega
Superspeedway since September 1992 and at Darlington Raceway since 1989.
Americrown is also responsible for providing catering services to corporate
customers both in suites and entertainment chalets at the Company's
superspeedway facilities. Americrown was initially formed to conduct concessions
operations as part of the Company's ongoing efforts to enhance race spectators'
total entertainment experience. Beginning in 1995, the Company expanded
Americrown's operations to include food, beverage and other services at
unaffiliated sporting events and thereby capitalize on Americrown's expertise
and mobile concessions equipment. Americrown has provided catering and
concession services for the Indy 200 held at Disney World, catering and
concessions for LPGA golf tournaments held in Atlanta and Daytona Beach, and
catering for events held at the Metro-Dade Homestead Motorsports Facility south
of Miami.
MRN RADIO
The Company's proprietary MRN Radio network produces and syndicates Winston
Cup, Busch Grand National and other races promoted by the Company and others.
MRN Radio also produces daily and weekly NASCAR racing programs, as well as Ned
Jarrett's "World of Racing" program. MRN Radio programs are currently carried by
over 400 radio stations. The Company derives revenue from the sale of
advertising on MRN Radio and rights fees paid by broadcast affiliates. In
addition, management believes that MRN Radio enhances the Company through
increased media exposure to an expanding radio audience.
<PAGE>
OTHER ACTIVITIES
The Company from time to time uses its track facilities for car shows, auto
fairs, vehicle testing and settings for television commercials, print
advertisements and motion pictures. For example, Harley Davidson uses Talladega
Superspeedway as a test facility for its motorcycles. The Company also operates
Talladega Municipal Airport, which is located adjacent to the Talladega
Superspeedway.
As of August 31, 1996, the Company had approximately 315 full-time employees.
The Company also engages a significant number of temporary personnel to assist
during periods of peak attendance at its events. For example, the Daytona
International Speedway engages approximately 1,500 persons during Speedweeks,
some of whom are volunteers. None of the Company's employees are represented by
a labor union. Management believes that the Company enjoys a good relationship
with its employees.
ITEM 2. PROPERTIES
MOTORSPORTS FACILITIES
The following table sets forth the track name, location, approximate acreage
and approximate track length of each of the Company's speedway facilities. The
Company's superspeedways host three of the four events included in NASCAR's
"Winston Select Million," a special promotion began in 1985 that pays $1,000,000
to any driver that wins three of the four specified races. The three events
hosted by the Company are (i) the Daytona 500 at Daytona International Speedway,
the most prestigious stock car racing facility, (ii) the Winston Select 500 at
Talladega Superspeedway, the fastest stock car track, and (iii) the Mountain Dew
Southern 500 at Darlington Raceway, the first stock car superspeedway.
<TABLE>
<CAPTION>
APPROXIMATE APPROXIMATE
TRACK NAME LOCATION ACREAGE TRACK LENGTH
- -------------------------------- --------------------------- -------------- ---------------
<S> <C> <C> <C>
Daytona International Speedway Daytona Beach, Florida 440 2.5 miles
Talladega Superspeedway ........ Talladega, Alabama 1,365 2.6 miles
Darlington Raceway ............. Darlington, South Carolina 230 1.3 miles
Tucson Raceway Park ............ Tucson, Arizona 58 .4 miles
Watkins Glen International* ... Watkins Glen, New York 1,100 3.4 miles
- -------------------
* Operated by the Company's 50%-owned subsidiary.
</TABLE>
DAYTONA INTERNATIONAL SPEEDWAY. Daytona International Speedway, together with
the Company's current executive offices, are located on approximately 440 acres
of leased land in Daytona Beach, Florida. The Company's lease with the Daytona
Beach Racing and Recreational Authority expires in 2032, including renewal
options. The Company also owns approximately 15 acres of property adjacent to
the Daytona International Speedway. The Daytona International Speedway is a high
banked, asphalt superspeedway which also includes a 3.6 mile road course.
Management believes that this superspeedway, completed in 1959, includes a
number of unique features that provide a significant competitive advantage,
including (i) a tri-oval design which provides optimum viewing for race fans,
(ii) a twin tunnel underground entry system which offers easy access before and
during events, and (iii) 31-degree banking which, when combined with the track's
2.5 mile length, permits exceptionally high lap speeds.
At August 31, 1996, Daytona International Speedway had 109,688 grandstand
seats, 23 suites (including air conditioned luxury sky boxes and Winston Tower
suites that include access to hospitality areas) that include a total of 1,961
additional seats, and 30 "Paddock Club" suites that provide seating for 1,500 in
Daytona's infield. During major events, the Company also uses a chalet village
containing up to 73 hospitality tents that seat up to 9,600. As part of its
ongoing expansion and improvement efforts, in July 1995 the Company began
construction on an addition to its Winston Tower that will add 15 suites seating
approximately 360 spectators, approximately 1,350 premium-level grandstand seats
and catering and concession facilities. This project is expected to be completed
by February 1997. In addition, the Company is currently engaged in constructing
approximately 12,500 additional grandstand seats on Daytona's existing
"backstretch," adding a sports club, expanding Daytona International's
hospitality facilities and improving the track's "victory lane," pit and
recreational vehicle areas.
TALLADEGA SUPERSPEEDWAY. Talladega Superspeedway, which holds the record for
the fastest lap speed attained in stock car racing, is a high banked, tri-oval
track with an infield road course. The facility is located about 1.5 hours from
Atlanta, Georgia and 45 minutes from Birmingham, Alabama. The track and related
parking areas are located on approximately 1,365 acres owned by the Company,
most of which is reserved for agricultural uses. The Company also owns an
additional 115 acres of undeveloped property located immediately north of the
entrance to the Talladega track. At August 31, 1996, the facility included
94,056 grandstand seats, 12 luxury suites containing an additional 960 seats, a
Paddock Club Suite for up to 240 spectators, and 65 hospitality chalets
providing seating for approximately 8,600. The facility also includes a 400-acre
campground facility, the International Motorsports Hall of Fame, hospitality and
souvenir villages, as well as ticket and administrative offices. Pending capital
improvement projects at the Talladega Superspeedway include the construction of
10 suites, approximately 6,500 additional grandstand seats and certain other
infrastructure improvements.
DARLINGTON RACEWAY. Darlington Raceway, the first superspeedway to host a
NASCAR-sanctioned race, is a high banked track located on approximately 230
acres owned by the Company. The Darlington facility includes the 1.3 mile track
commonly known as "too tough to tame/registered trademark/," grandstands that
seat 42,038 spectators, four luxury suites containing an additional 515 seats
and 18 hospitality chalets providing seating for 3,800. Pending capital projects
include the construction of approximately 7,900 additional grandstand seats and
the reconfiguration of the track to "flip" the existing start/finish line and
backstretch.
TUCSON RACEWAY PARK. Tucson Raceway Park includes a progressively banked, 3/8
mile paved oval track, grandstands providing seating for approximately 5,400
spectators, a luxury suite and other spectator facilities located on part of the
Pima County Fairgrounds. The Company's sublease with the fairground manager
expires in 2013, including renewals. The Company has no current plans to expand
this facility.
WATKINS GLEN INTERNATIONAL. Watkins Glen International is a 3.4 mile road
course track located on approximately 1,100 acres owned by Watkins Glen, which
is 50%-owned by the Company. The grandstands at Watkins Glen International seat
33,221 spectators.
OTHER FACILITIES. In addition to its motorsports facilities, the Company (i)
owns concession facilities in Daytona Beach and in Talladega, (ii) leases real
estate and office space in Talladega, and (iii) leases the property and premises
at the Talladega Municipal Airport. The lease for the Company's Talladega
business offices, located within the International Motorsports Hall of Fame,
expires in 1997, including renewals. The Company's lease for the Talladega
Municipal Airport expires in 2022, including renewals.
The Company also owns a 67,000 square foot building located on approximately
nine acres across International Speedway Boulevard from Daytona International
Speedway. The Company is currently renovating this building, which will serve as
its new corporate headquarters upon its expected Spring 1997 completion. At that
time, the Company intends to consolidate the operating personnel of Daytona
International Speedway, DAYTONA USA, MRN Radio and the Company's publications
division in its existing headquarters building.
In September 1996, the Company purchased approximately 14 acres of real
property, including three buildings containing an aggregate of approximately
180,000 square feet, located in close proximity to Daytona International
Speedway and the Company's new corporate headquarters facility. The purchase
price was $8.0 million. Such buildings are currently leased to unaffiliated
third parties.
TRADEMARKS. The Company has various registered and common law trademark
rights to "DAYTONA USA," the "Daytona 500," "Daytona International Speedway,"
"Talladega Superspeedway," "Darlington," "World Center of Racing" and related
logos. The Company also has licenses from NASCAR, various drivers and other
businesses to use names and logos for merchandising programs and product sales.
Management's policy is to protect its intellectual property rights vigorously,
through litigation if necessary, chiefly because of their proprietary value in
merchandise and promotional sales.
ITEM 3. LEGAL PROCEEDINGS
The Company is from time to time a party to routine litigation incidental
to its business. Management does not believe that the resolution of any or all
of such litigation is likely to have a material adverse effect on the Company's
financial condition or results of operations.
On October 21, 1996, the Company's Americrown subsidiary was served with a
Class Action Complaint filed in the Circuit Court of Talladega County, Alabama
by Howard Padgett, Bill Lutz and Tommy Jones. The complaint was filed in
September 1996 and alleges, among other things, that Americrown engaged in
price-fixing activities in connection with the sale of racing souvenirs and
merchandise at the Talladega Superspeedway. The complaint seeks at least $500
for each member of the class (persons buying racing souvenirs at Talladega
Superspeedway since September 1992), but does not otherwise seek to recover
compensatory or punitive damages of statutory attorneys' fees. Americrown
disputes the allegations and intends to defend the action fully and vigorously.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted during the fourth quarter of the fiscal year
covered by this report to vote of security holders. However, the Board of
Directors, on September 6,1996, and the holders of a majority of the outstanding
shares of common stock of the Company, on September 26, 1996 by written consent
in lieu of a meeting in accordance with the provisions of Section 607.0704 of
the Florida Business Corporation Act, adopted Amended and Restated Articles of
Incorporation ("Restated Articles") for the Company. Among other things, the
Restated Articles (i) modified the Company's authorized capital stock to include
(x) 80 million shares of Class A Common Stock, par value $.01 per share (the
"Class A Common Stock"), having 1/5th vote per share, (y) 40 million shares of
Class B Common Stock, par value $.01 per share (the "Class B Common Stock"),
having 1 vote per share, and (z) 1 million shares of "blank check" Preferred
Stock, $.01 per share (the "Preferred Stock"), (ii) effected a recapitalization
(the Recapitalization") pursuant to which all of the Company's currently
outstanding shares of common stock, par value $.10 per share (the "Existing
Common Stock"), was automatically converted, on a 15-for-one basis, into the
newly authorized shares of Class B Common Stock, (iii) divided the Company's
Board of Directors into three classes, each of which serves for different
three-year periods, (iv) provide that special meetings of the shareholders may
be called only by the Board of Directors or upon the written demand of the
holders of not less than 50% of the votes entitled to be cast at a special
meeting, and (v) established certain advance notice procedures for nomination of
candidates for election as directors and for shareholder proposals to be
considered at annual shareholders' meetings. No other vote of the Company's
shareholders is required in connection with the adoption of the Restated
Articles. Florida law does not provide rights of appraisal or similar rights of
dissenters with respect to the Company's adoption of the Restated Articles.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
At August 31, 1996 International Speedway Corporation had only one class
of capital stock - common stock, $.10 par value per share held by 1,340 record
holders as of August 31, 1996. This single class of common stock was traded on
NASDAQ's Over-The-Counter Bulletin Board. The symbol on the stock was ISWY.
[Subsequent to the Recapitalization described below and in connection with the
Offering described earlier, this stock after the 15-for-one conversion began
trading under the symbol ISCB, still on NASDAQ's Over-The-Counter Bulletin
Board. The newly created Class A Common Stock trades on the NASDAQ National
Market under the symbol ISCA.] The reported high and low bid prices [for pre-
split shares] for each quarter during the two most recent fiscal years are as
follows:
FOR THE YEARS ENDED AUGUST 31
1995 1996
HIGH LOW HIGH LOW
First Quarter . . . . . . . . . . . $102.50 $ 98.00 $250.00 $205.00
Second Quarter . . . . . . . . . . . $130.00 $102.50 $290.00 $185.00
Third Quarter . . . . . . . . . . . $142.00 $130.00 $350.00 $250.00
Fourth Quarter . . . . . . . . . . . $210.00 $142.00 $290.00 $250.00
Quotations were obtained from the NASDAQ 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.
THE RECAPITALIZATION
On November 4, 1996 the Company effected a recapitalization to modify its
authorized capital to include one million shares of Preferred Stock, 80 million
shares of Class A Common Stock and 40 million shares of Class B Common Stock.
Pursuant to the recapitalization, all of the Company's previously outstanding
shares of common stock were automatically converted, on a 15-for-one basis, into
the newly authorized shares of Class B Common Stock. As a result, after the
Recapitalization the Company has outstanding 4,000,000 shares of Class A Common
Stock and 34,423,890 shares of Class B Common Stock. In addition, as part of the
recapitalization the Company retired its then existing treasury stock effective
August 31, 1996.
DIVIDENDS
Dividends of $.70 per share and $.80 per share were declared in the third
quarter and paid in the fourth quarter of fiscal years 1995 and 1996,
respectively on the Common Stock - $.10 par value which existed at the time.
Giving effect to the 15-1 split which occurred as a part of the Recapitalization
would result in effective dividends of approximately 4.66 cents and 5.33 cents
respectively on the post split shares.
ITEM 6. SELECTED FINANCIAL DATA
For comparability, certain prior period results have been reclassified to
conform to the presentation adopted in fiscal 1996. The following selected
financial data should be read in conjunction with the Company's Consolidated
Financial Statements, including the notes thereto, and "Management's Discussion
and Analysis of Financial Condition and Results of Operations" included
elsewhere in this Report.
<PAGE>
<TABLE>
<CAPTION>
YEAR ENDED AUGUST 31,(1)
--------------------------------------------------------------
1992 1993 1994 1995 1996
----------- ----------- ----------- ---------- -----------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Revenues:
Admissions, net .................................... $ 29,423 $ 32,078 $ 36,935 $ 43,274 $ 50,140
Motorsports related income ......................... 15,341 16,557 18,764 24,033 27,433
Food, beverage and souvenir income ................. 6,048 9,515 12,291 14,442 17,505
Other income ....................................... 1,476 1,003 943 423 964
-------- -------- -------- -------- --------
Total revenues .................................... 52,288 59,153 68,933 82,172 96,042
Expenses:
Direct expenses:
Prize and point fund monies and NASCAR sanction
fees ......................................... 7,370 8,251 9,412 11,765 13,865
Motorsports related expenses ...................... 10,127 10,470 11,470 11,604 15,336
Food, beverage and souvenir expenses .............. 2,759 4,775 7,867 8,107 10,278
General and administrative expenses ................ 11,816 13,046 14,307 18,202 20,930
Depreciation ....................................... 2,612 3,006 3,828 4,798 6,302
-------- -------- ------- ------- -------
Total expenses .................................... 34,684 39,548 46,884 54,476 66,711
-------- ------- ------- ------- -------
Operating income .................................... 17,604 19,605 22,049 27,696 29,331
Interest income, net ................................ 502 724 972 1,436 872
Equity in net income (loss) from equity investments 300 (27) 207 285 1,441
-------- ------- ------- ------- -------
Income before income taxes .......................... 18,406 20,302 23,228 29,417 31,644
Income taxes ........................................ 6,712 7,827 8,662 11,054 11,963
-------- ------- ------- ------- -------
Income before cumulative effect of change in
accounting principle .............................. 11,694 12,475 14,566 18,363 19,681
Cumulative effect of change in accounting principle -- 288 -- -- --
-------- -------- ------- ------- -------
Net income .......................................... $11,694 $12,763 $14,566 $ 18,363 $ 19,681
======= ======== ======= ======== ========
Earnings per share:
Before cumulative effect of change in
accounting principle ........................... $ .34 $ .36 $ .42 $ .53 $ .57
Cumulative effect of change in accounting principle -- .01 -- -- --
------- ------- ------- -------- --------
Earnings per share .................................. $ .34 $ .37 $ .42 $ .53 $ .57
======= ======= ======= ======== ========
Dividends per share ................................. $ .03 $ .03 $ .04 $ .05 $ .05
BALANCE SHEET DATA (END OF PERIOD):
Working capital (deficit) ......................... $13,301 $16,356 $11,839 $ 20,821 $ (6,751)
Total assets ........................................ 67,540 78,487 96,401 119,571 152,791
Long-term debt ...................................... 2,300 -- -- -- --
Total shareholders' equity .......................... 43,638 55,236 68,277 85,247 106,667
</TABLE>
- ----------------------
(1) The Company will change its fiscal year-end to November 30 effective
December 1, 1996. This will result in a three-month transition period
commencing September 1, 1996 and ending November 30, 1996. See
"Management's Discussion and Analysis of Financial Condition and Results
of Operations--Seasonality and Quarterly Results."
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
GENERAL
The Company derives revenues primarily from (i) admissions to racing events
held at its motorsports facilities, (ii) revenue generated in conjunction with
or as a result of motorsports events conducted at the Company's facilities, and
(iii) catering, concession and souvenir sales made during such events.
"Admissions" revenue includes ticket sales for all of the Company's events,
track tours and, since July 1996, DAYTONA USA. Admissions revenue for racing
events is recorded upon completion of the related motorsports event.
"Motorsports related income" includes television and radio broadcast rights
fees, hospitality rentals (including luxury suites and chalets), promotion and
sponsorship fees, track rentals, advertising revenues and royalties from
licenses of the Company's trademarks. The Company negotiates directly with
television and cable networks for coverage of substantially all of its televised
motorsports events. The Company's revenues from corporate sponsorships are paid
in accordance with negotiated contracts, with the identities of sponsors and the
terms of sponsorship changing from time to time.
"Food, beverage and souvenir income" includes revenues from concession
stands, hospitality catering and direct sales of souvenirs, programs and other
merchandise, as well as fees paid by third party vendors for the right to sell
souvenir and concessions at the Company's facilities.
Expenses include (i) prize and point fund monies and NASCAR sanction fees,
(ii) motorsports related expenses, which include costs of competition paid to
sanctioning bodies other than NASCAR, labor, advertising and other expenses
associated with the Company's promotion of its racing events, and (iii) food,
beverage and souvenir expenses, consisting primarily of labor and costs of goods
sold.
The following table sets forth, for each of the indicated periods, certain
selected income statement data as a percentage of total revenues:
<TABLE>
<CAPTION>
YEAR ENDED AUGUST 31,
-------------------------------
1994 1995 1996
--------- --------- ---------
<S> <C> <C> <C>
Revenues:
Admissions, net ...................................... 53.6% 52.7% 52.2%
Motorsports related income ........................... 27.2 29.2 28.6
Food, beverage and souvenir income ................... 17.8 17.6 18.2
Other income ......................................... 1.4 0.5 1.0
--------- --------- ---------
Total revenues ...................................... 100.0% 100.0% 100.0%
Expenses:
Direct expenses:
Prize and point fund monies and NASCAR sanction fees 13.7 14.3 14.4
Motorsports related expenses ........................ 16.6 14.1 16.0
Food, beverage and souvenir expenses ................ 11.4 9.9 10.7
General and administrative expenses .................. 20.8 22.2 21.8
Depreciation ......................................... 5.5 5.8 6.6
--------- --------- ---------
Total expenses ...................................... 68.0 66.3 69.5
--------- --------- ---------
Operating income ...................................... 32.0 33.7 30.5
Interest income, net .................................. 1.4 1.7 0.9
Equity in net income from equity investments ......... .3 .3 1.5
--------- --------- ---------
Income before income taxes ............................ 33.7 35.7 32.9
Income taxes .......................................... 12.6 13.4 12.5
--------- --------- ---------
Net income ............................................ 21.1% 22.3% 20.5%
========= ========= =========
</TABLE>
<PAGE>
COMPARISON OF FISCAL 1996 TO FISCAL 1995
Admissions revenue increased approximately $6.9 million, or 15.9%, from
fiscal 1995 to fiscal 1996. Approximately 75% of this increase was attributable
to an increase in the Company's weighted average price of tickets sold. This
increase was the result of general price increases and additional sales of
premium seats. Increased attendance at the Company's racing events accounted for
approximately 13% of the increase in admissions revenue. The remaining increase
was attributable to DAYTONA USA. Management believes that the increases in
weighted average price of tickets sold and admissions reflect the increasing
popularity of motorsports and the Company's continued expansion in seating
capacity at its facilities.
Motorsports related income increased approximately $3.4 million, or 14.1%,
from fiscal 1995 to fiscal 1996. This increase reflected an approximately $1.4
million increase in broadcast rights fees, an approximately $900,000 increase in
promotion and sponsorship fees and an approximately $900,000 increase in
hospitality rentals. This increase was partially offset by an approximately
$800,000 decrease in royalties from the Company's trademark license to a single
licensee.
Food, beverage and souvenir income increased approximately $3.1 million, or
21.2%, from fiscal 1995 to fiscal 1996. Approximately $1.8 million of this
increase was attributable to the expanded activities of Americrown Service
Corporation ("Americrown") in providing food and beverage services at outdoor
sporting events unrelated to the motorsports events promoted by the Company. The
remainder of the increase was primarily attributable to increased attendance at
the Company's racing events and, to a lesser extent, price increases.
Prize and point fund monies and NASCAR sanction fees increased approximately
$2.1 million, or 17.8%, from fiscal 1995 to fiscal 1996. Approximately 75% of
this increase was due to increases in the prize and point fund monies paid by
NASCAR to participants in the Company's motorsports events. This increase was
primarily attributable to increases in the Company's broadcast revenues as
standard NASCAR sanctioning agreements require that a specified percentage of
broadcast revenues be paid as prize money.
Motorsports related expenses increased approximately $3.7 million, or 32.2%,
from fiscal 1995 to fiscal 1996, reflecting increased labor, advertising and
other costs associated with the promotion of the Company's racing events.
Motorsports related expenses as a percentage of combined admissions and
motorsports related income increased from approximately 17.2% in fiscal 1995 to
approximately 19.8% in fiscal 1996, which management attributes primarily to
pre-opening expenses associated with DAYTONA USA, which was open for only two
months in fiscal 1996, as well as the impact of inclement weather on the results
from the Company's 1996 Camel Motorcycle Week events.
Food, beverage and souvenir expenses increased approximately $2.7 million, or
26.8%, from fiscal 1995 to 1996, reflecting increases in labor, product costs
and other expense items attributable to the Company's expanded concessions and
catering operations. Food, beverage and souvenir expenses as a percentage of
food, beverage and souvenir income increased from approximately 56.1% in fiscal
1995 to 58.7% in fiscal 1996, reflecting the lower margins associated with the
expansion of Americrown's concessions and catering operations to third party
events.
General and administrative expenses increased approximately $2.7 million, or
15.0%, from fiscal 1995 to fiscal 1996. The increase was primarily due to
increases in life insurance, travel expenses, wages and other compensation,
professional fees, as well as a wide variety of other expense items. General and
administrative expenses as a percentage of total revenues decreased from
approximately 22.2% in fiscal 1995 to 21.8% in fiscal 1996.
The Company's depreciation expense increased approximately $1.5 million, or
31.3%, primarily as a result of the ongoing expansion of the Company's
motorsports facilities and the opening of DAYTONA USA in July 1996.
The approximately $550,000 decrease in the Company's net interest income was
primarily attributable to lower average investment balances resulting from the
funding of construction of DAYTONA USA, the Company's indirect investment in
Penske Motorsports and a variety of facility expansion and improvement projects.
The approximately $1.2 million increase in net income from equity investments
was attributable to the Company's indirect investment in Penske Motorsports and,
to a lesser extent, an increase in Watkins Glen net income.
As a result of the foregoing, the Company's net income increased $1.3
million, or 7.2%, from $18.4 million in fiscal 1995 to $19.7 million in fiscal
1996.
COMPARISON OF FISCAL 1995 TO FISCAL 1994
The Company's admissions revenue increased approximately $6.3 million, or
17.2%, from fiscal 1994 to fiscal 1995. Approximately half of this increase was
attributable to increased attendance at the Company's racing events, with the
balance due to an increase in the Company's weighted average price of tickets
sold. Management believes that these increases in turn reflected the increased
popularity of motorsports and the Company's expansion in seating capacity at its
facilities.
Motorsports related income increased approximately $5.3 million, or 28.1%,
from fiscal 1994 to fiscal 1995. This increase was primarily due to an
approximately $1.8 million increase in broadcast rights fees, an approximately
$1.2 million increase in royalties from the Company's trademark licenses, an
approximately $900,000 increase in advertising revenues and an approximately
$700,000 increase in promotion and sponsorship fees.
Food, beverage and souvenir income increased approximately $2.2 million, or
17.5%, from fiscal 1994 to fiscal 1995. Approximately $650,000 of this increase
was attributable to the expanded activities of Americrown in providing catering
services at the Company's Daytona and Talladega facilities and food and beverage
services at outdoor sporting events unrelated to the motorsports events promoted
by the Company. The remainder of the increase was primarily attributable to
increased attendance at the Company's racing events and, to a lesser extent,
price increases.
Prize and point fund monies and NASCAR sanction fees increased approximately
$2.4 million, or 25.0%, from fiscal 1994 to fiscal 1995. Approximately 82% of
this increase was due to increases in the prize and point fund monies paid to
participants in the Company's motorsports events. This increase was primarily
attributable to increases in the Company's broadcast revenues.
Motorsports related expenses remained relatively constant, increasing
approximately $134,000, or 1.2%, from fiscal 1994 to fiscal 1995. Motorsports
related expenses as a percentage of combined admissions and motorsports related
income decreased from approximately 20.5% in fiscal 1994 to approximately 17.2%
in fiscal 1995, reflecting the increase in the Company's revenues and the
resulting economies of scale.
Food, beverage and souvenir expenses increased approximately $240,000, or
3.0%, from fiscal 1994 to 1995, reflecting increases in labor, product costs and
other expense items attributable to the Company's expanded concessions and
catering operations. Food, beverage and souvenir expenses as a percentage of
food, beverage and souvenir income decreased from approximately 64.0% in fiscal
1994 to 56.1% in fiscal 1995, reflecting the elimination of promotional costs
associated with a discontinued mail order catalog developed and distributed in
fiscal 1994, a reduction of product costs, and economies of scale attributable
to the increase in food, beverage and souvenir income.
General and administrative expenses increased approximately $3.9 million, or
27.2%, from fiscal 1994 to fiscal 1995. The increase was primarily due to
increases in wages and compensation, professional fees and other administrative
expenses. General and administrative expenses as a percentage of total revenues
increased from approximately 20.8% in fiscal 1994 to 22.2% in fiscal 1995.
The Company's depreciation expense increased approximately $970,000, or
25.3%, from fiscal 1994 to fiscal 1995, primarily as a result of the ongoing
expansion of the Company's motorsports facilities.
The approximately $450,000 increase in the Company's net interest income was
primarily attributable to an increase in average investment balances from fiscal
1994 to fiscal 1995.
As a result of the foregoing, the Company's net income increased $3.8
million, or 26.1%, from $14.6 million in fiscal 1994 to $18.4 million in fiscal
1995.
LIQUIDITY AND CAPITAL RESOURCES
GENERAL
The Company has historically generated sufficient cash flow from operations
to fund its capital expenditures, investments and working capital needs, as well
as to pay annual cash dividends. At August 31, 1996, the Company had a working
capital deficit of $6.7 million, compared to working capital of $20.8 million at
August 31, 1995, which was primarily attributable to the funding of DAYTONA
USA's construction, the Company's indirect investment in Penske Motorsports and
various expansion and improvement projects as described under "--Cash Flows" and
"--Capital Expenditures."
The Company also has two lines of credit with financial institutions
totaling $16.0 million. One of the $8.0 million lines of credit expires in
December 1996, and the other expires in September 1997. Borrowings under the
credit facilities bear interest at the one-year LIBOR rate plus .75%. See Note
13 of Notes to the Company's Consolidated Financial Statements.
CASH FLOWS
Net cash provided by operating activities was approximately $32.7 million in
fiscal 1996, compared to $27.7 million in fiscal 1995. The difference between
the Company's fiscal 1996 net income of $19.7 million and the $32.7 million of
operating cash flow was primarily attributable to $6.3 million of depreciation,
a $6.1 million increase in deferred income, a $1.5 million increase in deferred
income taxes and a $1.2 million increase in accounts payable, partially offset
by a $1.7 million increase in receivables and $1.4 million in undistributed
income from equity investments.
Net cash used in investing activities was $28.0 million in fiscal 1996,
compared to $23.4 million in fiscal 1995. The Company's fiscal 1996 cash flow
reflects $34.8 million in capital expenditures and the Company's $15.3 million
indirect investment in Penske Motorsports, as well as $22.8 million of net
proceeds from investments. See Note 2 of Notes to the Company's Consolidated
Financial Statements.
Net cash used in financing activities was approximately $3.5 million in
fiscal 1996, compared to $1.7 million in fiscal 1995. The Company's fiscal 1996
cash flow reflects $1.8 million of cash dividends and $1.7 million attributable
to the repurchase of previously outstanding common stock.
CAPITAL EXPENDITURES
Capital expenditures totaled approximately $34.8 million in fiscal 1996,
compared to $16.8 million in fiscal 1995 and $19.7 million in fiscal 1994. The
Company's fiscal 1996 capital expenditures related primarily to DAYTONA USA, the
Company's addition to Daytona International Speedway's Winston Tower and other
additions and improvements to the Company's motorsports facilities.
The Company currently expects to make approximately $35.4 million of capital
expenditures during the 15 months ending November 30, 1997 to complete the
Winston Tower addition, to increase seating capacity as described in
"Business--Growth Strategy--Expand Existing Facilities," and for a number of
other improvements to the Company's motorsports facilities. The estimated amount
of capital expenditures also includes $5.4 million attributable to the current
renovation of the Company's new corporate headquarters facility and $8.0 million
attributable to the Company's September 1996 purchase of real property in close
proximity to Daytona International Speedway.
FUTURE LIQUIDITY
The Company believes that the proceeds of its recently completed public
offering together with funds generated from operations will be sufficient to
satisfy the Company's working capital requirements through at least fiscal 1997,
as well as the Company's planned capital expenditures described in the preceding
paragraph.
The Company also believes that it will be able to obtain financing to fund
the acquisition, development and/or construction of additional motorsports
facilities should the Company implement this element of its growth strategy.
However, there can be no assurance that adequate debt or equity financing will
be available on satisfactory terms.
SEASONALITY AND QUARTERLY RESULTS
The Company derives most of its income from event admissions and related
revenue from a limited number of NASCAR-sanctioned races. As a result, the
Company's business has been, and is expected to remain, highly seasonal based on
the timing of major race events. For example, the Mountain Dew Southern 500 is
traditionally held on the Sunday preceding Labor Day. Accordingly, the admission
revenue and expenses for that race and/or certain of its supporting events may
be recognized in either the fiscal quarter ending August 31 or the fiscal
quarter ending November 30.
Historically, the Company has incurred net losses in the fiscal quarter
ending November 30, and achieved its highest net income in the fiscal quarter
ending February 28. Partly in response to this seasonality and the desire to
better conform to the traditional racing season, the Company will change its
fiscal year-end from August 31 to November 30 effective December 1, 1996. This
will result in a three-month transition period commencing September 1, 1996 and
ending November 30, 1996. In addition, the date for the Company's Diehard 500
race will be moved from the fiscal quarter ending August 31 to the fiscal
quarter ending November 30 in 1997. The following table presents certain
unaudited financial data for each fiscal quarter of fiscal 1995 and fiscal 1996
(in thousands, except per share amounts):
<PAGE>
<TABLE>
<CAPTION>
FISCAL QUARTER ENDED
-----------------------------------------------------------
NOVEMBER 30, FEBRUARY 28, MAY 31, AUGUST 31,
1994 1995 1995 1995
--------------- --------------- ---------- -------------
<S> <C> <C> <C> <C>
Total revenues ............ $ 6,694 $35,022 $21,621 $18,835
Operating income (loss) .. (1,607) 18,942 6,091 4,270
Net income (loss) ......... (871) 11,672 3,653 3,909
Earnings (loss) per share.. (.03) .34 .11 .11
FISCAL QUARTER ENDED
-----------------------------------------------------------
NOVEMBER 30, FEBRUARY 28, MAY 31, AUGUST 31,
1995 1996 1996 1996
--------------- --------------- ---------- -------------
<S> <C> <C> <C> <C>
Total revenues ............ $ 8,542 $40,277 $24,176 $23,047
Operating income (loss) .. (1,474) 20,338 6,230 4,237
Net income (loss) ......... (1,020) 12,089 3,817 4,795
Earnings (loss) per share.. (.03) .35 .11 .14
</TABLE>
INFLATION
Management does not believe that inflation has had a material impact on
operating costs and earnings of the Company.
<PAGE>
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
1996, and the related consolidated statements of income, shareholders' equity
and cash flows for each of the three years in the period ended August 31,
1996. Our audits also included the financial statement schedule listed in the
index at 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 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 are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
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
1996, and the consolidated results of their operations and their cash flows
for each of the three years in the period ended August 31, 1996, 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
respect the information set forth therein.
Ernst & Young LLP
Jacksonville, Florida
September 27, 1996,
except as to the fifth paragraph
of Note 1, as to which the
date is October 31, 1996 and as
to Note 8D, as to which the date
is October 21, 1996
<PAGE>
INTERNATIONAL SPEEDWAY CORPORATION
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
AUGUST 31,
--------------------------
1995 1996
------------ -------------
(IN THOUSANDS)
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents ................................... $ 7,871 $ 9,042
Short-term investments (Note 3) ............................. 30,950 8,369
Receivables, less allowances of $35 ......................... 1,794 3,455
Inventories ................................................. 1,158 1,409
Prepaid expenses and other current assets ................... 3,122 2,410
------------ ------------
Total Current Assets ......................................... 44,895 24,685
Property and Equipment: ......................................
Land and leasehold improvements ............................. 3,444 3,588
Buildings, grandstands and tracks ........................... 73,216 95,873
Furniture and equipment ..................................... 13,110 26,980
Construction in progress .................................... 11,221 9,306
------------ ------------
100,991 135,747
Less: accumulated depreciation .............................. 30,692 36,912
------------ ------------
70,299 98,835
Other Assets:
Cash surrender value of life insurance ...................... 489 1,214
Equity investments (Note 2) ................................. 2,913 27,256
Long-term investments (Note 3) .............................. 747 500
Other ....................................................... 228 301
------------ ------------
4,377 29,271
------------ ------------
Total Assets ................................................. $119,571 $152,791
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable ............................................ $ 2,619 $ 3,820
Income taxes payable (Note 4) ............................... 324 57
Deferred income ............................................. 19,852 25,963
Other current liabilities ................................... 1,279 1,596
------------ ------------
Total Current Liabilities .................................... 24,074 31,436
Deferred income taxes (Note 4) ............................... 10,250 14,688
Commitments and Contingencies (Note 8)
Shareholders' Equity (Notes 1, 6 and 7):
Class B Common Stock, $.01 par value, 40,000,000 shares
authorized; 34,395,975 and 34,423,890 issued in 1995 and
1996, respectively ........................................ 344 344
Additional paid-in capital .................................. 1,853 8,127
Retained earnings ........................................... 83,846 99,986
------------ ------------
86,043 108,457
Less unearned compensation--restricted stock (Note 11) ...... 796 1,790
------------ ------------
Total Shareholders' Equity ................................... 85,247 106,667
------------ ------------
Total Liabilities and Shareholders' Equity ................... $ 119,571 $152,791
============ ============
</TABLE>
See accompanying notes.
<PAGE>
INTERNATIONAL SPEEDWAY CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
YEAR ENDED AUGUST 31,
---------------------------------------
1994 1995 1996
------------ ------------ ------------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C>
Revenues:
Admissions, net ............................ $ 36,935 $ 43,274 $ 50,140
Motorsports related income ................. 18,764 24,033 27,433
Food, beverage and souvenir income ........ 12,291 14,442 17,505
Other income ............................... 943 423 964
------------ ------------ ------------
68,933 82,172 96,042
Expenses:
Direct expenses:
Prize and point fund monies
and NASCAR sanction fees ................ 9,412 11,765 13,865
Motorsports related expenses .............. 11,470 11,604 15,336
Food, beverage and souvenir expenses ..... 7,867 8,107 10,278
General and administrative expenses ....... 14,307 18,202 20,930
Depreciation ............................... 3,828 4,798 6,302
------------ ------------ ------------
46,884 54,476 66,711
------------ ------------ ------------
Operating income ............................ 22,049 27,696 29,331
Interest income, net ........................ 972 1,436 872
Equity in net income from equity investments 207 285 1,441
------------ ------------ ------------
Income before income taxes. ................. 23,228 29,417 31,644
Income taxes (Note 4) ....................... 8,662 11,054 11,963
------------ ------------ ------------
Net income .................................. $ 14,566 $ 18,363 $ 19,681
============ ============ ============
Earnings per share (Note 1) ................. $ .42 $ .53 $ .57
============ ============ ============
Dividends per share (Note 1) ................ 4.0/cent/ 4.7/cent/ 5.3/cent/
============ ============ ============
</TABLE>
See accompanying notes.
<PAGE>
INTERNATIONAL SPEEDWAY CORPORATION
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>
CLASS B
COMMON UNEARNED
STOCK ADDITIONAL COMPENSATION- TOTAL
$.01 PAR PAID-IN RETAINED RESTRICTED SHAREHOLDERS'
VALUE CAPITAL EARNINGS STOCK EQUITY
----------- ------------- ----------- ---------------- ----------------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
BALANCE AT AUGUST 31, 1993 ............ $343 $ 606 $54,287 $ -- $ 55,236
Net income ........................... -- -- 14,566 -- 14,566
Cash dividends (4.0/cent/ per share) -- -- (1,374) -- (1,374)
Reacquisition of previously issued
common stock (Note 7) .............. -- (1) (285) -- (286)
Restricted stock granted
(Note 11) .......................... 1 759 -- (760) --
Amortization of unearned compensation
(Note 11) .......................... -- -- -- 135 135
----------- ------------- ----------- ---------------- ----------------
BALANCE AT AUGUST 31, 1994 ............ 344 1,364 67,194 (625) 68,277
Net income ........................... -- -- 18,363 -- 18,363
Cash dividends (4.7/cent/ per share) -- -- (1,605) -- (1,605)
Reacquisition of previously issued
common stock (Note 7) .............. -- -- (106) -- (106)
Restricted stock granted
(Note 11) .......................... -- 489 -- (489) --
Amortization of unearned compensation
(Note 11) .......................... -- -- -- 318 318
----------- ------------- ----------- ---------------- ----------------
BALANCE AT AUGUST 31, 1995 ............ 344 1,853 83,846 (796) 85,247
Net income ........................... -- -- 19,681 -- 19,681
Cash dividends (5.3/cent/ per share) -- -- (1,836) -- (1,836)
Reacquisition of previously issued
common stock (Note 7) .............. (1) (2) (1,705) -- (1,708)
Restricted stock granted
(Note 11) .......................... 1 1,599 -- (1,600) --
Amortization of unearned compensation
(Note 11) .......................... -- -- -- 606 606
Recapitalization of equity investment
(Note 2) ........................... -- 4,677 -- -- 4,677
----------- ------------- ----------- ---------------- ----------------
BALANCE AT AUGUST 31, 1996 ............ $344 $8,127 $99,986 $(1,790) $106,667
=========== ============= =========== ================ ================
</TABLE>
See accompanying notes.
<PAGE>
INTERNATIONAL SPEEDWAY CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
YEAR ENDED AUGUST 31,
--------------------------------------
1994 1995 1996
----------- ------------ ------------
(IN THOUSANDS)
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net income .......................................... $ 14,566 $ 18,363 $ 19,681
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation ....................................... 3,828 4,798 6,302
Amortization of unearned compensation .............. 135 318 606
Deferred income taxes .............................. 1,710 1,650 1,500
Undistributed income from equity investments ...... (207) (285) (1,441)
Gain (loss) on disposition of property and
equipment ......................................... (1) 251 (13)
Changes in Operating Assets and Liabilities:
Receivables ....................................... (232) (447) (1,661)
Inventories ....................................... 83 (89) (251)
Prepaid expenses and other current assets ........ (402) (1,322) 712
Other assets ...................................... 49 (61) (127)
Accounts payable .................................. 546 1,167 1,201
Deferred income ................................... 2,764 2,702 6,111
Income taxes payable .............................. (139) 272 (267)
Other current liabilities ......................... (8) 409 317
----------- ------------ ------------
Net Cash Provided by Operating Activities ............ 22,692 27,726 32,670
INVESTING ACTIVITIES
Acquisition of investments .......................... (54,370) (125,982) (83,502)
Proceeds from maturities of investments ............. 52,192 119,392 106,330
Capital expenditures ................................ (19,729) (16,831) (34,792)
Investment in PSH Corp .............................. -- -- (15,287)
Cash surrender value of life insurance .............. (33) (30) (725)
Proceeds from sales of property and equipment ...... 12 80 21
----------- ------------ ------------
Net Cash Used in Investing Activities ................ (21,928) (23,371) (27,955)
FINANCING ACTIVITIES
Reacquisition of previously issued common stock .... (286) (106) (1,708)
Cash dividends paid ................................. (1,374) (1,605) (1,836)
----------- ------------ ------------
Net Cash Used in Financing Activities ................ (1,660) (1,711) (3,544)
----------- ------------ ------------
Net (Decrease) Increase in Cash
and Cash Equivalents ............................... (896) 2,644 1,171
Cash and Cash Equivalents at
Beginning of Year .................................. 6,123 5,227 7,871
----------- ------------ ------------
Cash and Cash Equivalents at
End of year ........................................ $ 5,227 $ 7,871 $ 9,042
=========== ============ =============
</TABLE>
See accompanying notes.
<PAGE>
INTERNATIONAL SPEEDWAY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AUGUST 31, 1994, 1995 AND 1996
NOTE 1--DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION AND SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES
DESCRIPTION OF BUSINESS: International Speedway Corporation and its
wholly-owned subsidiaries (the "Company") is a leading promoter of
motorsports activities in the United States. The Company owns and operates
three of the nation's premier superspeedways--Daytona International Speedway,
a 2.5 mile, tri-oval track located in Daytona Beach, Florida; Talladega
Superspeedway, a 2.6 mile, tri-oval track located in Talladega, Alabama; and
Darlington Raceway, a 1.3 mile track located in Darlington, South Carolina.
The Company also operates Tucson Raceway Park in Pima County Arizona, owns a
50% interest in the Watkins Glen International road course in New York, and
holds a 12% indirect interest in Penske Motorsports, Inc., which owns and
operates Michigan International Speedway and Pennsylvania's Nazareth Speedway
and is constructing The California Speedway near Los Angeles. In July 1996,
the Company opened DAYTONA USA--The Ultimate Motorsports Attraction, a
motorsports theme-entertainment complex that includes interactive media,
theaters, historical memorabilia and exhibits.
The Company, including Watkins Glen, currently promotes over 70 stock car,
sports car, truck, motorcycle and other racing events annually, including
seven Winston Cup races, five Busch Grand National races and a number of
prestigious sports car and motorcycle races.
Americrown Service Corporation ("Americrown"), one of the Company's
wholly-owned subsidiaries, conducts the food, beverage and souvenir
concession operations at the Daytona, Talladega and Darlington facilities.
Americrown is also responsible for providing catering services to corporate
customers both in suites and entertainment chalets at these facilities.
Beginning in 1995, the Company expanded Americrown's operations to include
food, beverage and other services at unaffiliated sporting events.
The Company's proprietary MRN radio network produces and syndicates
Winston Cup, Busch Grand National and other races promoted by the Company and
others. MRN Radio also produces daily and weekly NASCAR racing programs.
BASIS OF PRESENTATION: On September 5, 1996 the Company's Board of
Directors approved a recapitalization of the Company to become effective
concurrently with the effectiveness of the Registration Statement filed on
September 6, 1996 with the Securities and Exchange Commission in connection
with the offering of 4,000,000 shares of the Company's newly authorized Class
A Common Stock (discussed below). The recapitalization modifies the Company's
authorized capital to include one million shares of Preferred Stock, eighty
million shares of Class A Common Stock and forty million shares of Class B
Common Stock. Pursuant to the recapitalization, all of the Company's existing
outstanding shares of Common Stock were automatically converted, on a
15-for-one basis, into the newly authorized shares of Class B Common Stock
and the shares of Common Stock previously held as treasury stock were
retired. Shareholders' equity and all share information and per share data
have been retroactively adjusted to give effect to the recapitalization and
related stock split.
Effective December 1, 1996, the Company will change its fiscal year-end
from August 31 to November 30. This will result in a three-month transition
period commencing September 1, 1996 and ending November 30, 1996.
<PAGE>
INTERNATIONAL SPEEDWAY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AUGUST 31, 1994, 1995 AND 1996-(CONTINUED)
NOTE 1--DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION AND SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES-(CONTINUED)
SIGNIFICANT ACCOUNTING POLICIES:
PRINCIPLES OF CONSOLIDATION: The accompanying consolidated financial
statements include the accounts of International Speedway Corporation and its
wholly owned subsidiaries. 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 (NOTE 3): The Company accounts for investments in accordance
with Statement of Financial Accounting Standard (SFAS) No. 115, "Accounting
for Certain Investments in Debt and Equity Securities".
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.
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.
Long-term investments consist of securities held-to-maturity which are due
after one year and are stated at cost.
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:
Buildings, grandstands and tracks .... 5-34 years
Furniture and equipment ............... 3-20 years
EQUITY INVESTMENTS (NOTE 2): Equity investments represent a 50% ownership
interest in Watkins Glen International, Inc., (WGI) and a 20% ownership
interest in PSH Corp. These investments are accounted for using the equity
method of accounting. The Company's equity in the net income from the equity
investments is recorded as income with a corresponding increase in the
investment. Dividends received and amortization of the Company's investment
in excess of its prorata share of the underlying assets reduce the
investment. The Company recognizes the effects of transactions involving the
sale by an equity investee of its common stock as capital transactions (Note
2).
FAIR VALUE OF FINANCIAL INSTRUMENTS: The Company's financial instruments
consist of cash, short-and long-term investments, accounts receivable and
accounts payable. The carrying value of these financial instruments
approximates their fair value at August 31, 1996.<PAGE>
INTERNATIONAL SPEEDWAY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AUGUST 31, 1994, 1995 AND 1996-(CONTINUED)
NOTE 1--DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION AND SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES-(CONTINUED)
INCOME TAXES (NOTE 4): Income taxes have been provided using the liability
method in accordance with SFAS No. 109, "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.
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,
1994, 1995 and 1996, were 34,318,170; 34,378,830 and 34,440,525 shares,
respectively.
USE OF ESTIMATES: The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities, disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS: In 1995, the Financial
Accounting Standards Board released SFAS No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of"
which requires recognition of impairment of long-lived assets in the event
the net book value of such assets exceeds the future undiscounted cash flows
attributable to such assets. SFAS No. 121 is effective for fiscal years
beginning after December 15, 1995. Adoption of SFAS No. 121 is not expected
to have a material impact on the Company's financial position or results of
operations.
The Company accounts for its long-term incentive restricted stock plan in
accordance with provisions of Accounting Principles Board Opinion No. 25 (APB
25), "Accounting for Stock Issued to Employees". In October 1995, the
Financial Accounting Standards Board released SFAS No. 123, "Accounting for
Stock Based Compensation". SFAS No. 123 provides an alternative to APB 25 and
is effective for fiscal years beginning after December 15, 1995. The Company
has not made a final determination as to adoption of SFAS No. 123.
COMPARABILITY: For comparability, certain 1994 and 1995 amounts have been
reclassified where appropriate to conform with the presentation adopted in
1996.
NOTE 2--EQUITY INVESTMENTS
On November 22, 1995, Facility Investments, Inc., a newly formed
wholly-owned subsidiary of the Company, purchased 200 shares of the common
stock, representing 20% of the outstanding shares, of PSH Corp., a newly
formed Delaware corporation, for $14,975,000 in cash. Penske Corporation<PAGE>
INTERNATIONAL SPEEDWAY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AUGUST 31, 1994, 1995 AND 1996-(CONTINUED)
NOTE 2--EQUITY INVESTMENTS-(CONTINUED)
contributed 100% of the outstanding shares of Penske Speedway, Inc. and its
subsidiaries and the sum of $5,000,000 in cash for an indirect beneficial
interest in the remaining 80% of the outstanding shares of PSH Corp. The
Company's investment in PSH Corp. exceeded its share of the underlying net
assets by approximately $7.6 million. The excess is being amortized into
expense by decreasing the equity in income of equity investments using the
straight-line method over twenty years. The amount amortized was
approximately $288,000 for the year ended August 31, 1996.
Prior to March 22, 1996, PSH Corp. owned 85% of the outstanding shares of
Penske Motorsports, Inc.("PMI"). The remaining 15% of PMI represented by
convertible preferred stock, was owned by Kaiser Ventures Inc. ("Kaiser"),
for which Kaiser contributed all of the issued and outstanding stock of
Speedway Development Corporation, its wholly-owned subsidiary, which owned
approximately 460 acres of real property near Ontario, California.
Prior to March 22, 1996, PMI owned 100% of the outstanding shares of
Penske Speedway, Inc., which owned and operated Michigan International
Speedway, owned approximately 85% of Nazareth Speedway in Pennsylvania, 2% of
North Carolina Motor Speedway (Rockingham), 100% of a racing souvenir
retailer called Motorsports International Corp. and 100% of The California
Speedway Corporation, which is constructing The California Speedway on the
land formerly owned by Kaiser.
On March 22, 1996, PMI effected a recapitalization resulting in PMI
ownership of 100% of the outstanding shares of Michigan International
Speedway, Inc. (MIS) (f/k/a Penske Speedway, Inc.), Pennsylvania
International Raceway, Inc., The California Speedway Corporation, Motorsports
International Corp., Competition Tire West, Inc. and Competition Tire South,
Inc. MIS owns 2% of North Carolina Motor Speedway. Also pursuant to the
recapitalization, Kaiser's preferred stock was automatically converted into
shares of PMI common stock. After giving effect to the foregoing
transactions, but prior to the commencement of the offering described below,
the effective beneficial ownership of the common stock of PMI by PSH Corp.
was 84.1%.
Subsequent to the recapitalization, PMI completed an initial public
offering (IPO) by issuing 3,737,500 shares of common stock at a price to the
public of $24 per share. The proceeds to PMI, after underwriting discounts
and commissions, were approximately $83.1 million. After PMI's IPO, PSH Corp.
owns approximately 59.9% of PMI. As a result of the IPO, the Company recorded
an increase in its equity investment in PSH Corp. of approximately $7.6
million, and recorded corresponding increases in deferred income taxes and
additional paid-in capital of approximately $2.9 million and $4.7 million,
respectively.
The Company's 20% interest in PSH Corp. is accounted for using the equity
method of accounting and is included in equity investments on the
consolidated balance sheet, along with the Company's equity investment in
Watkins Glen International, Inc.("WGI"). The acquisition of the 20% interest
in PSH Corp. does not result in the direct or indirect acquisition of control
of the underlying assets, including businesses, indirectly controlled by PSH
Corp.
The Company's share of undistributed equity in the earnings from equity
investments included in retained earnings at August 31, 1995 and 1996 was
approximately $1,481,000 and $3,210,000, respectively.<PAGE>
INTERNATIONAL SPEEDWAY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AUGUST 31, 1994, 1995 AND 1996-(CONTINUED)
NOTE 2--EQUITY INVESTMENTS-(CONTINUED)
Summarized financial information for 1996 for the Company's affiliated
companies accounted for by the equity method (PSH Corp. and WGI) is as
follows (in thousands):
Current assets ........ $79,900
Noncurrent assets .... 97,100
Current liabilities .. 26,000
Noncurrent liabilities 12,500
Minority interests ... 52,900
Net revenues .......... 58,900
Operating income ...... 20,500
Net income ............ 7,500
In addition to the net income reflected above, PSH Corp. recorded its
share of the increased equity from the PMI initial public offering. As
described above, the Company has accounted for its pro rata share of the
increased equity from the PMI initial public offering, net of deferred taxes,
as additional paid-in capital.
NOTE 3--INVESTMENTS
The following is a summary of Investments:
<TABLE>
<CAPTION>
AUGUST 31, 1995
------------------------------------------------------
GROSS GROSS ESTIMATED
UNREALIZED UNREALIZED MARKET
COST GAINS LOSSES VALUE
---------- ------------- ------------- --------------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
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
========== ============= ============= ============
</TABLE>
<TABLE>
<CAPTION>
AUGUST 31, 1996
-----------------------------------------------------
GROSS GROSS ESTIMATED
UNREALIZED UNREALIZED MARKET
COST GAINS LOSSES VALUE
--------- ------------- ------------- --------------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
HELD-TO-MATURITY SECURITIES
Municipal Securities ..... $6,983 $ 3 $ 3 $6,983
CERTIFICATES OF DEPOSIT ... 1,886 -- -- 1,886
--------- ------------- ------------- -------------
$8,869 $ 3 $ 3 $8,869
========= ============= ============= =============
</TABLE>
The cost and market values of municipal securities include accrued
investment income of approximately $91,000 and $27,000 at August 31, 1995 and
1996, respectively.
<PAGE>
INTERNATIONAL SPEEDWAY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AUGUST 31, 1994, 1995 AND 1996-(CONTINUED)
NOTE 3--INVESTMENTS-(CONTINUED)
The cost and estimated market value of the held-to-maturity securities at
August 31, 1996, 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, 1996
--------------------------
ESTIMATED
COST MARKET VALUE
--------- ---------------
(IN THOUSANDS)
HELD-TO-MATURITY SECURITIES
Due in one year or less ................ $6,483 $6,486
Due after one year through three years -- --
Due after three years .................. 500 497
--------- ---------------
$6,983 $6,983
========= ===============
NOTE 4--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 and from different bases in the equity investments for tax and
financial reporting purposes.
Significant components of the provision for income taxes for the years
ended August 31 are as follows:
1994 1995 1996
--------- ---------- ----------
(IN THOUSANDS)
Current tax expense:
Federal ................... $6,190 $ 8,274 $ 9,117
State ..................... 816 1,150 1,310
Deferred tax expense:
Federal ................... 1,438 1,369 1,341
State ..................... 218 261 195
--------- ---------- ---------
PROVISION FOR INCOME TAXES $8,662 $11,054 $11,963
========= ========== =========
The reconciliation of income tax computed at the federal statutory tax
rates to income tax expense is as follows:
<PAGE>
INTERNATIONAL SPEEDWAY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AUGUST 31, 1994, 1995 AND 1996-(CONTINUED)
NOTE 4--FEDERAL AND STATE INCOME TAXES-(CONTINUED)
<TABLE>
<CAPTION>
1994 1995 1996
--------------------- ---------------------- -----------------------
% OF % OF % OF
PRE-TAX PRE-TAX PRE-TAX
AMOUNT INCOME AMOUNT INCOME AMOUNT INCOME
--------- ----------- ---------- ----------- ---------- ------------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Income tax computed at federal
statutory rates ................ $8,129 35.0% $10,296 35.0% $11,075 35.0%
State income taxes, net of
federal
tax benefit .................... 670 2.9 884 3.0 977 3.1
Non-taxable share of income from
unconsolidated affiliates ...... (58) (.3) (100) (.3) (504) (1.6)
Officers' life insurance expense (4) .0 (2) .0 162 .5
Other, net ....................... (75) (.3) (24) (.1) 253 .8
--------- ---------- ---------- ---------- ---------- ----------
$8,662 37.3% $11,054 37.6% $11,963 37.8%
========= ========== ========== ========== ========== ==========
</TABLE>
NOTE 5--LINES OF CREDIT
The Company has two lines of credit with financial institutions totaling
$16 million expiring in December 1996. Subsequent to year-end, one of the
Company's $8 million lines of credit was renewed and will expire in September
1997.
NOTE 6--CAPITAL STOCK
The Company's authorized capital includes 80 million shares of Class A Common
Stock, par value $.01 ("Class A Common Stock"), 40 million shares of Class B
Common Stock, par value $.01 ("Class B Common Stock"), and one million shares of
Preferred Stock, par value $.01 (the "Preferred Stock"). The shares of Class A
Common Stock and Class B Common Stock are identical in all respects, except for
voting rights and certain dividend and conversion rights as described below.
Each share of Class A Common Stock entitles the holder to one-fifth (1/5) vote
on each matter submitted to a vote of the Company's shareholders and each share
of Class B Common Stock entitles the holder to one (1) vote on each such matter,
in each case including the election of directors. Holders of Class A Common
Stock and Class B Common Stock are entitled to receive dividends at the same
rate if and when declared by the Board of Directors out of funds legally
available therefrom, subject to the dividend and liquidation rights of any
Preferred Stock that may be issued and outstanding. Class A Common Stock has no
conversion rights. Class B Common Stock is convertible into Class A Common
Stock, in whole or in part, at any time and from time to time at the option of
the holder on the basis of one share of Class A Common Stock for each share of
Class B Common Stock converted. Each share of Class B Common Stock will also
automatically convert into one share of Class A Common Stock if, on the record
date for any meeting of the shareholders, the number of shares of Class B Common
Stock then outstanding is less than 10% of the aggregate number of shares of
Class A Common Stock and Class B Common Stock then outstanding.
The Board of Directors of the Company is authorized, without further
shareholder action, to divide any or all shares of the authorized Preferred
Stock into series and fix and determine the designations,
<PAGE>
INTERNATIONAL SPEEDWAY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AUGUST 31, 1994, 1995 AND 1996-(CONTINUED)
NOTE 6--CAPITAL STOCK-(CONTINUED)
preferences and relative rights and qualifications, limitations, or restrictions
thereon of any series so established, including voting powers, dividend rights,
liquidation preferences, redemption rights and conversion privileges. The Board
of Directors has not authorized any series of Preferred Stock, and there are no
plans, agreements or understandings for the authorization or issuance of any
shares of Preferred Stock.
No shares of Class A Common Stock or Preferred Stock are outstanding. See
also Note 1--Basis of Presentation.
NOTE 7--REACQUISITION OF PREVIOUSLY ISSUED COMMON STOCK
Shares of previously issued Class B Common Stock which have been reacquired
are classified as authorized but unissued and are reflected as a reduction in
the number of shares issued. Accordingly, at August 31, 1994, 1995, and 1996
Class B Common Stock outstanding has been reduced by the par value of 43,260;
13,155 and 74,160 shares, respectively, reacquired by the Company during each of
those years. In addition, the prorated portion of additional paid-in capital
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.
NOTE 8--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 $211,000,
$228,000, and $307,000 for the years ended August 31, 1994, 1995 and 1996,
respectively.
B. The Company is self-insured for 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.
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 $638,000 for the twelve month period ending December 31, 1996.
The total expense charged against operations for the years ended August 31,
1994, 1995 and 1996 for actual and estimated claims was approximately $396,000,
$469,000 and $419,000, respectively.
C. The estimated cost to complete construction in progress at August 31,
1996 is approximately $23.5 million.
<PAGE>
INTERNATIONAL SPEEDWAY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AUGUST 31, 1994, 1995 AND 1996-(CONTINUED)
D. On October 21, 1996, the Company's Americrown subsidiary was served with a
Class Action Complaint filed in the Circuit Court of Talladega County, Alabama
by Howard Padgett, Bill Lutz and Tommy Jones. The complaint was filed in
September 1996 and alleges, among other things, that Americrown engaged in
price-fixing activities in connection with the sale of racing souvenirs and
merchandise at the Talladega Superspeedway. The complaint seeks at least $500
for each member of the class (persons buying racing souvenirs at Talladega
Superspeedway since September 1992), but does not otherwise seek to recover
compensatory or punitive damages or statutory attorneys' fees. Americrown
disputes the allegations and intends to defend the action fully and vigorously.
NOTE 9--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), the Championship Cup Series (CCS), 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 $8.2, $10.1 and $11.6 million for the years
ended August 31, 1994, 1995 and 1996, respectively.
In October 1995 the Company entered into collateral assignment split-dollar
insurance agreements covering the lives of William C. France and James C. France
and their respective spouses. Pursuant to the agreements, the Company will
advance the 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 repayment of an amount equal to the
cumulative premiums previously paid by the Company. The Company may cause the
agreements to be terminated and the policies surrendered at any time after the
cash surrender value of the policies equals the cumulative premiums advanced
under the agreements. The Company recorded a net insurance expense of
approximately $450,000 representing the excess of the premiums paid over the
increase in cash surrender value of the policies associated with these
agreements for the year ended August 31, 1996.
Poe & Brown, Inc., the servicing agent for the split-dollar insurance
agreements, received a commission from an insurance company for its
participation in the transactions. J. Hyatt Brown, President and Chief Executive
Officer of Poe & Brown, Inc., is a Director of the Company.
NOTE 10--SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid for income taxes for fiscal years ended August 31, 1994, 1995 and
1996 is as follows:
1994 1995 1996
--------- --------- ---------
(IN THOUSANDS)
INCOME TAXES PAID $7,132 $9,806 $10,763
========= ========= =========<PAGE>
INTERNATIONAL SPEEDWAY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AUGUST 31, 1994, 1995 AND 1996-(CONTINUED)
NOTE 10--SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION-(CONTINUED)
See Note 2 for discussion of a non-cash equity investment transaction.
NOTE 11--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 750,000
shares of the Company's Class B Common Stock were authorized to 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.
On January 1, 1994, 1995 and 1996, a total of 117,615, 70,410 and 102,075
restricted shares of the Company's Class B Common Stock, respectively, were
awarded to certain officers and managers. The market value of shares on
January 1, 1994, 1995 and 1996 amounted to approximately $760,000, $489,000
and $1,600,000, 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, 1994, 1995 and 1996 was approximately $135,000, $318,000 and
$606,000, respectively.
In September 1996, the Company and the Board of Directors adopted a new
Long-Term Incentive Plan (the "1996 Plan") for certain employees and
consultants of the Company. Under the 1996 Plan up to 1,000,000 shares of
Class A Common Stock may be granted as stock options (incentive and
nonstatutory), stock appreciation rights (SARS) and restricted stock. No
grants have been made under the 1996 Plan.
NOTE 12--QUARTERLY DATA (UNAUDITED, IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
FISCAL QUARTER ENDED
-----------------------------------------------------------
NOVEMBER 30, FEBRUARY 28, MAY 31, AUGUST 31,
1994 1995 1995 1995
--------------- --------------- ---------- --------------
<S> <C> <C> <C> <C>
Total revenues ........... $ 6,694 $35,022 $21,621 $18,835
Operating Income (loss) . (1,607) 18,942 6,091 4,270
Net income (loss) ........ (871) 11,672 3,653 3,909
Earnings (loss) per share (.03) .34 .11 .11
</TABLE>
<PAGE>
INTERNATIONAL SPEEDWAY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AUGUST 31, 1994, 1995 AND 1996-(CONTINUED)
<TABLE>
<CAPTION>
FISCAL QUARTER ENDED
----------------------------------------------------------
NOVEMBER 30, FEBRUARY 29, MAY 31, AUGUST 31,
1995 1996 1996 1996
--------------- --------------- ---------- --------------
<S> <C> <C> <C> <C>
Total revenues ........... $ 8,542 $40,277 $24,176 $23,047
Operating Income (loss) . (1,474) 20,338 6,230 4,237
Net income (loss) ........ (1,020) 12,089 3,817 4,795
Earnings (loss) per share (.03) .35 .11 .14
</TABLE>
The Company derives most of its income from event admissions and related
revenue from a limited number of NASCAR-sanctioned races. As a result, the
Company's business has been, and is expected to remain, highly seasonal based
on the timing of major race events. Historically, the Company has incurred
net losses in the fiscal quarter ending in November, and achieved its highest
net income in the fiscal quarter ending in February.
NOTE 13--SUBSEQUENT EVENT:
On September 16, 1996, the Company purchased land and buildings in close
proximity to its Daytona facility for approximately $8 million. The purchase
was financed with an existing line of credit at an interest rate based on the
one year LIBOR rate plus .75% (6.9% at September 16, 1996) with interest
payable monthly commencing October 1996. Principal is payable 30 days after
demand.
<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, 1996
Allowance for
doubtful accounts $ 35 $ 52 $ 52 $ 35
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
(A) Uncollectible accounts written off, net of recoveries.
<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
The executive officers and directors of the Company are as follows:
<TABLE>
<CAPTION>
NAME AGE POSITION WITH THE COMPANY
- ---------------------------------------------------------------------------------------
<S> <C> <C>
William C. France 63 Chairman of the Board, Chief Executive Officer and Direc-
tor
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 32 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
</TABLE>
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.
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.
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.
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.
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.
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.
ITEM 11. 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").
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
ANNUAL COMPENSATION COMPENSATION
----------------------------------- ----------------
NAME AND FISCAL RESTRICTED ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS STOCK AWARDS(1) COMPENSATION(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 President-- 1995 $116,972 $ 35,218 $ 60,986 $ 9,581
Operations 1994 $104,575 $ 27,634 $113,490 $ 11,111
Lesa D. Kennedy 1996 $173,553 $ 69,223 $149,695 $ 8,648
Executive Vice President 1995 $109,608 $ 32,573 $ 53,168 $ 8,482
1994 $ 92,976 $ 24,486 $ 98,746 $ 6,618
</TABLE>
- ---------------------
(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 Report.
1996 LONG-TERM INCENTIVE PLAN
The Company's 1996 Long-Term Incentive Plan (the "1996 Plan") was adopted by
the Board of Directors in September 1996. 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.
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
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 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 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 (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 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
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of October 31, 1996 with
respect to the beneficial ownership of the Company's outstanding Class B Common
Stock by (i) each person known by the Company to be the beneficial owner of more
than 5% of the Class B Common Stock, (ii) each director or Named Officer of the
Company who beneficially owns any Class B Common Stock, and (iii) 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>
CLASS B COMMON STOCK
BENEFICIALLY OWNED (2)(3)
----------------------------------------------------
PERCENTAGE OF PERCENTAGE
TOTAL COMMON STOCK COMBINED VOTING POWER
--------------------------------- OF COMMON STOCK
NAME OF BENEFICIAL OWNER(1) NUMBER OF SHARES BEFORE OFFERING AFTER OFFERING AFTER THE OFFERING
- ---------------------------- ----------------- ---------------- --------------- ----------------------
<S> <C> <C> <C> <C>
France Family Group(4) .... 21,131,685 61.4% 55.0% 60.0%
James C. France(5) ......... 15,299,535 44.4 39.8 43.4
William C. France(6) ....... 15,297,315 44.4 39.8 43.4
Lesa D. Kennedy(7) ......... 364,965 1.1 * 1.0
Raymond K. Mason, Jr.(8) .. 346,740 1.0 * *
Brian Z. France(9) ......... 286,740 * * *
James H. Foster(10) ........ 220,815 * * *
Thomas W. Staed ............ 45,000 * * *
H. Lee Combs(11) ........... 38,055 * * *
John E. Graham, Jr. ........ 18,750 * * *
Robert W. Emerick .......... 15,000 * * *
Chapman J. Root, II ........ 13,500 * * *
Robert E. Smith(12) ........ 10,230 * * *
J. Hyatt Brown(13) ......... 9,000 * * *
John R. Cooper ............. 1,500 * * *
Christy F. Harris .......... 150 * * *
All directors and executive
officers as a group
(20 persons)(14) ......... 21,327,270 62.0% 55.5% 60.5%
</TABLE>
- ---------------------
* Less than 1%.
(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) Prior to the Offering, there were no outstanding shares of Class A
Common Stock. Commencing 90 days after the Offering, each share of
Class B Common Stock will be convertible at the option of the holder
into one share of Class A Common Stock.
(4) Reflects the aggregate of 20,271,465 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 860,220 shares held of record by
the adult children of James C. France. See footnotes (5), (6) and (7).
(5) Reflects (i) 267,720 shares held of record by James C. France, (ii)
304,725 shares held of record by Sharon M. France, his spouse, (iii)
9,115,125 shares held of record by Western Opportunity Limited
Partnership ("Western Opportunity"), (iv) 3,750,000 shares held of record
by Carl Investment Limited Partnership ("Carl"), and (v) 1,861,965 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 (6). Does not include an
aggregate of 860,220 shares held of record by the adult children of James
C. France.
(6) Reflects (i) 265,500 shares held of record by William C. France, (ii)
304,725 shares held of record by Betty Jane France, his spouse, (iii)
9,115,125 shares held of record by Western Opportunity, (iv) 3,750,000
shares held of record by Polk City Limited Partnership ("Polk City"),
and (v) 1,861,965 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
(5). Does not include the aggregate of 651,705 shares shown in the table
as beneficially owned by Lesa D. Kennedy and Brian Z. France, adult
children of William C. France.
(7) Reflects (i) 333,240 shares held of record by Ms. Kennedy, (ii) 15,975
shares held of record by Ms. Kennedy as custodian for her minor son,
Benjamin, and (iii) 15,750 shares held of record as joint tenants with
Bruce S. Kennedy, her spouse.
(8) Includes 150,000 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.
(9) Does not reflect the possible sale of up to 50,000 shares pursuant to
an over-allotment option granted to the underwriters of the Offering.
(10) Reflects (i) 70,815 shares held of record by Mr. Foster, (ii) 75,000
shares held of record by Mr. Foster as trustee, and (iii) 75,000 shares
held of record by Barbara S. Foster, his spouse, as trustee.
(11) Reflects 37,305 shares held of record by Mr. Combs and 750 shares held
of record as joint tenants with Karen Combs, his spouse.
(12) Reflects 9,435 shares held of record by Mr. Smith and 795 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) See footnotes (5) through (13).
ITEM 13. 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 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.
<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 1996
Consolidated Statements of Income
- Years ended August 31, 1994, 1995 and 1996
Consolidated Statements of Shareholders' Equity
- Years ended August 31, 1994, 1995 and 1996
Consolidated Statements of Cash Flows
- Years ended August 31, 1994, 1995 and 1996
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. (10) - 1996 Long-Term Incentive Plan* filed herewith
6. (10) - Split-Dollar Agreement (WCF)* filed herewith
7. (10) - Split-Dollar Agreement (JCF)* filed herewith
8. (22) - Subsidiaries of the Registrant filed herewith
9. (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
During the fourth quarter of the period covered by this report the Company
filed two reports on Form 8-K.
The first report on Form 8-K was dated September 5, 1996, had reported the
Company had determined to change its fiscal year-end to November 30 effective
December 1, 1996. This will result in a three-month transition period
commencing September 1, 1996, and thereafter a new fiscal year beginning
December 1, 1996 and ending November 30, 1997. Pursuant to Rule 13a-10(c) the
report covering the transition period will be filed on Form 10-Q and will
contain financial statements which are not audited.
The second report on Form 8-K was dated October 21, 1996, and, as amended,
reported the information contained in the second paragraph of Item 3. Legal
Proceedings.
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.
FORWARD-LOOKING STATEMENTS AND ASSOCIATED RISK
Management believes that this report contains forward-looking statements
within the meaning of Section 27A of the Securities Act and Section 21E of the
Securities Exchange Act of 1934, including statements regarding, among other
items, (i) the Company's growth strategies, (ii) anticipated trends in the
motorsports industry and demographics, and (iii) the Company's ability to enter
into contracts with television networks and sponsors. These forward-looking
statements are based largely on the Company's expectations and are subject to a
number of risks and uncertainties, certain of which are beyond the Company's
control. Actual results could differ materially from these forward-looking
statements as a result of various factors including, among others, general
economic conditions, governmental regulation and competitive factors. In light
of these risks and uncertainties, there can be no assurance that the
forward-looking information contained in this report will in fact transpire.
<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 12, 1996 /s/ William C. France
William C. France, Chairman,
Chief Executive Officer & Director
DATE: November 12, 1996 /s/ Susan G. Schandel
Susan G. Schandel
Chief Financial Officer
DATE: November 12, 1996 /s/ James C. France
James C. France
Director
DATE: November 12, 1996 /s/ Lesa D. Kennedy
Lesa D. Kennedy
Director
DATE: November 12, 1996 /s/ H. Lee Combs
H. Lee Combs
Director
DATE: November 12, 1996 /s/ James H. Foster
James H. Foster
Director
DATE: November 12, 1996 /s/ J. Hyatt Brown
J. Hyatt Brown
Director
DATE: November 12, 1996 /s/ Brian Z. France
Brian Z. France
Director
DATE: November 12, 1996 /s/ Raymond K. Mason, Jr.
Raymond K. Mason, Jr.
Director
DATE: November 12, 1996 /s/ Daniel W. Houser
Daniel W. Houser
Controller
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
INTERNATIONAL SPEEDWAY CORPORATION
Pursuant to Sections 607.0704, 607.1003 and 607.1007 of the Florida
Business Corporation Act, the Articles of Incorporation of International
Speedway Corporation are hereby amended and restated in their entirety as
follows:
ARTICLE I
The name of the corporation is International Speedway Corporation
(hereinafter called the "Corporation").
ARTICLE II
The purpose for which the Corporation is organized is to engage in the
transaction of any lawful business for which corporations may be incorporated
under the laws of the State of Florida.
ARTICLE III
A. AUTHORIZED CAPITAL STOCK. The aggregate number of shares of all
classes of stock which the Corporation shall have authority to issue is one
hundred twenty-six million (126,000,000) shares, consisting of:
(i) one hundred twenty million (120,000,000) shares of common stock,
par value $0.01 per share (the "Common Stock"), of which
(A) eighty million (80,000,000) shares are designated as Class A
Common Stock (the "Class A Common Stock") and
(B) forty million (40,000,000) shares are designated as Class B
Common Stock (the "Class B Common Stock"), and
(ii) one million (1,000,000) shares of preferred stock, par value
$0.01 per share (the "Preferred Stock"); and
(iii) five million (5,000,000) shares of common stock, par value $0.10
per share (the "Existing Common Stock").
B. PROVISIONS RELATING TO PREFERRED STOCK.
1. GENERAL. The Preferred Stock may be issued from time to time in
one or more classes or series, the shares of each class or series to have such
designations and powers, preferences and rights, and qualifications, limitations
and restrictions thereof as are stated and expressed herein and in the
resolution or resolutions providing for the issue of such class or series
adopted by the Board of Directors (the "Board") as hereinafter prescribed.
2. PREFERENCES. Authority is hereby expressly granted to and vested
in the Board to authorize the issuance of the Preferred Stock from time to time
in one or more classes or series, to determine and take necessary proceedings
fully to effect the issuance and redemption of any such Preferred Stock and,
with respect to each class or series of the Preferred Stock, to fix and state,
by resolution or resolutions from time to time adopted providing for the
issuance thereof, the following:
(a) whether or not the class or series is to have voting
rights, full or limited, or is to be without voting rights;
(b) the number of shares to constitute the class or
series and the designations thereof;
(c) the preferences and relative, participating, optional or
other special rights, if any, and the qualifications, limitations or
restrictions thereof, if any, with respect to any class or series;
(d) whether or not the shares of any class or series shall be
redeemable and if redeemable the redemption price or prices, and the time or
times at which and the terms and conditions upon which, such shares shall be
redeemable and the manner of redemption;
(e) whether or not the shares of a class or series shall be
subject to the operation of retirement or sinking funds to be applied to the
purchase or redemption of such shares for retirement, and if such retirement or
sinking fund or funds be established, the annual amount thereof and the terms
and provisions relative to the operation thereof;
(f) the dividend rate, whether dividends are payable in cash,
stock of the Corporation or other property, the conditions upon which and the
times when such dividends are payable, the preference to or the relation to the
payment of the dividends payable on any other class or classes or series of
stock, whether or not such dividend shall be cumulative or noncumulative, and,
if cumulative, the date or dates from which such dividends shall accumulate;
(g) the preferences, if any, and the amounts thereof that the
holders of any class or series thereof shall be entitled to receive upon the
voluntary or involuntary dissolution of, or upon any distribution of the assets
of, the Corporation;
(h) whether or not the shares of any class or series shall be
convertible into, or exchangeable for, the shares of any other class or classes
or of any other series of the same or any other class or classes of the
Corporation and the conversion price or prices or ratio or ratios or the rate or
rates at which such conversion or exchange may be made, with such adjustments,
if any, as shall be stated and expressed or provided for in such resolution or
resolutions; and
(i) such other special rights and protective provisions with
respect to any class or series as the Board may deem advisable.
The shares of each class or series of the Preferred Stock may vary from
the shares of any other class or series thereof in any or all of the foregoing
respects. The Board may increase the number of shares of Preferred Stock
designated for any existing class or series by a resolution adding to such class
or series authorized and unissued shares of the Preferred Stock not designated
for any other class or series. The Board may decrease the number of shares of
the Preferred Stock designated for any existing class or series by a resolution,
subtracting from such series unissued shares of the Preferred Stock designated
for such class or series, and the shares so subtracted shall become authorized,
unissued and undesignated shares of the Preferred Stock.
C. PROVISIONS RELATING TO THE COMMON STOCK. The Common Stock shall be
subject to the express terms of the Preferred Stock and any class or series
thereof. The powers, preferences and rights of the Class A Common Stock and the
Class B Common Stock and the qualifications, limitations and restrictions
thereof, shall in all respects be identical, except as otherwise required by law
or as expressly provided in this Section C.
1. VOTING RIGHTS. Except as otherwise required by law or as may be
provided by the resolutions of the Board authorizing the issuance of any class
or series of the Preferred Stock, as hereinabove provided, all rights to vote
and all voting power shall be vested exclusively in the holders of the Common
Stock. The holders of shares of Class A Common Stock and Class B Common Stock
shall have the following voting rights:
(a) the holders of Class A Common Stock shall be entitled to
one-fifth (1/5th) vote for each share of Class A Common Stock held
on all matters voted upon by the shareholders of the Corporation
and shall vote together with the holders of Class B Common Stock
and together with the holders of any other classes or series of
stock who are entitled to vote in such manner and not as a
separate class; and
(b) the holders of Class B Common Stock shall be entitled to
one (1) vote for each share of Class B Common Stock held on all
matters voted upon by the shareholders of the Corporation and
shall vote together with the holders of Class A Common Stock and
together with the holders of any other classes or series of stock
who are entitled to vote in such manner and not as a separate
class.
2. DIVIDENDS. Subject to the rights of the holders of the Preferred
Stock, the holders of the Common Stock shall be entitled to receive when, as and
if declared by the Board, out of funds legally available therefor, dividends and
other distributions payable in cash, property, stock (including shares of any
class or series of the Corporation, whether or not shares of such class or
series are already outstanding) or otherwise. Each share of Class A Common Stock
and each share of Class B Common Stock shall have identical rights with respect
to dividends and distributions subject to the following:
(a) a dividend or distribution in Common Stock on Class B
Common Stock may be paid or made in shares of Class A Common Stock
or shares of Class B Common Stock or a combination of both;
(b) a dividend or distribution in Common Stock on Class A
Common Stock may be paid only in shares of Class A Common Stock;
(c) a dividend or distribution with respect to Common Stock
payable in shares of the Corporation's capital stock may be paid
or made only in shares of Common Stock;
(d) whenever a dividend or distribution is payable in shares
of Class B Common Stock and/or Class A Common Stock, the number of
shares of Common Stock payable as a dividend or distribution per
each share of Common Stock shall be equal in number; and
(e) a dividend or distribution on Class B Common Stock which
is paid or made in shares of Class B Common Stock shall be
considered identical to a dividend or distribution on Class A
Common Stock which is paid or made in a proportionate number of
shares of Class A Common Stock.
3. CONVERSION.
(a) OPTIONAL CONVERSION. Each share of Class B Common Stock
may from time to time, at the option of the holder of record thereof and without
payment of any consideration, be converted into one fully paid and nonassessable
share of Class A Common Stock (an "Optional Conversion")(i) upon the Effective
Date (as hereinafter defined) if the shares of Class A Common Stock to be issued
upon such conversion are to be offered pursuant to the Registration Statement
(as hereinafter defined), and (ii) otherwise commencing on the 91st day after
the Effective Date. Any holder of any share of Class B Common Stock may effect a
conversion by surrendering such holder's certificate r certificates representing
the shares of Class B Common Stock to be converted, duly endorsed, during normal
business hours at the office of the Corporation or any transfer agent for the
Common Stock (the "Transfer Agent"), together with a written notice that the
holder elects to convert all or a specified whole number of shares of Class B
Common Stock and stating the name or names in which such holder desires the
certificate or certificates representing the shares of Class A Common Stock to
be issued. If so required by the Corporation or the Transfer Agent, any
certificate for shares surrendered for conversion shall be accompanied by
instruments of transfer, in form satisfactory to the Corporation or the Transfer
Agent, duly executed by the holder of such shares or the duly authorized
representative of such holder, together with funds for the payment of any
transfer tax required pursuant to paragraph (f) of this Subsection 3. In the
event that any shares of Class B Common Stock tendered for conversion are
subject to restrictions upon transfer noted in a legend on the certificates
representing such shares, the Corporation and the Transfer Agent shall require
the holder of such shares to submit, as a condition to the conversion of such
Class B Common Stock into Class A Common Stock, satisfactory evidence that the
proposed conversion will not violate any of the noted restrictions upon transfer
of such shares.
(b) MANDATORY CONVERSION. If, on the record date for any
meeting of shareholders of the Corporation, the number of shares of Class A
Common Stock then outstanding constitutes less than 10% of the aggregate number
of shares of Class A Common Stock and Class B Common Stock outstanding, as
determined by the Board, then each share of Class B Common Stock then issued or
outstanding shall thereupon be converted automatically as of such record date
into one fully paid and nonassessable share of Class A Common Stock and will
have one-fifth vote per share at such meeting (a "Mandatory Conversion"). Upon
making such determination, notice of such automatic conversion shall be given by
the Corporation as soon as practicable, but no later than the next meeting of
shareholders of the Corporation, by means of a press release and written notice
to all holders of Class B Common Stock, and the Secretary of the Corporation
shall be instructed to and shall promptly request that each holder of Class B
Common Stock promptly deliver, and each such holder shall promptly deliver, the
certificate or certificates representing each share of such Class B Common Stock
to the Corporation or the Transfer Agent. If so required by the Corporation or
the Transfer Agent, any certificate for shares surrendered for conversion shall
be accompanied by instruments of transfer, in form satisfactory to the
Corporation or the Transfer Agent, duly executed by the holder of such shares or
the duly authorized representative of such holder, together with funds for the
payment of any transfer tax required pursuant to paragraph (f) of this
Subsection 3.
(c) ISSUANCE OF CERTIFICATES REPRESENTING CLASS A COMMON
STOCK; EFFECTIVENESS OF CONVERSION. As promptly as practicable following the
surrender for conversion of a certificate representing shares of Class B Common
Stock in the manner provided in paragraph (a) or (b) of this Subsection 3, as
applicable, any required instruments of transfer and the payment in cash of any
amount required by the provisions of paragraph (f) of this Subsection 3, the
Corporation shall issue and deliver or cause to be issued and delivered to such
holder or such holder's nominee or nominees, a certificate or certificates
representing the number of shares of Class A Common Stock issued upon such
conversion in such name or names as such holder may direct. In the case of an
Optional Conversion, if any shares of Class B Common Stock of such holder
represented by a certificate surrendered for conversion are not converted, a new
certificate or certificates representing such shares of Class B Common Stock
shall be issued and delivered to such holder or its nominee or nominees with the
certificate or certificates representing shares of Class A Common Stock.
Optional Conversions shall be deemed to have been effected immediately prior to
the close of business on the date of receipt by the Corporation or the Transfer
Agent of the certificate or certificates representing the relevant shares of
Class B Common Stock and the related written notice. Mandatory Conversions shall
be deemed to have been effected on record date for the relevant shareholders
meeting on which the condition set forth in paragraph (b) of this Subsection 3
is determined by the Board to have occurred. Upon the date any conversion is
deemed effected, all rights of the holder of such shares of Class B Common Stock
so converted, as the holder of such shares, shall cease, and the person or
persons in whose name or names the certificate or certificates representing the
shares of Class A Common Stock are issued shall be treated for all purposes as
having become the record holder or holders of such shares of Class A Common
Stock on that date; provided, however, that if any surrender and payment
pursuant to a Mandatory Conversion occurs on any date when the stock transfer
books of the Corporation shall be closed, the person or persons in whose name or
names the certificate or certificates representing shares of Class A Common
Stock are issued shall be deemed the record holder or holders thereof for all
purposes on the next succeeding day on which the stock transfer books are open.
(d) ADJUSTMENTS. No adjustments in respect of dividends shall
be made upon the Optional Conversion or Mandatory Conversion of any shares of
Class B Common Stock; provided, however, that if a share of Class B Common Stock
shall be converted subsequent to the record date for the payment of a dividend
or other distribution on Class B Common Stock but prior to such payment, then
the registered holder of such share of Class B Common Stock at the close of
business on such record date shall be entitled to receive the dividend or other
distribution payable on such share of Class B Common Stock on such date
notwithstanding the Optional Conversion or Mandatory Conversion thereof or the
Corporation's default in payment of the dividend due on such date.
(e) AVAILABILITY OF CLASS A COMMON STOCK FOR CONVERSION;
REGISTRATION. The Corporation shall at all times reserve and keep available out
of its authorized but unissued shares of Class A Common Stock, solely for the
purpose of issuance upon conversion of the outstanding shares of Class B Common
Stock, such number of shares of Class A Common Stock that shall be issuable upon
the conversion of all such shares of Class B Common Stock then outstanding, in
addition to the number of shares of Class A Common Stock then outstanding. If
any shares of Class A Common Stock require registration with or approval of any
governmental authority under any federal or state law before such shares may be
issued upon conversion, the Corporation shall cause such shares to be duly
registered or approved, as the case may be. The Corporation shall endeavor to
use its best efforts to list the shares of Class A Common Stock to be delivered
upon conversion prior to such delivery upon each national securities exchange
upon which the outstanding shares of Class A Common Stock are listed at the time
of such delivery. All shares of Class A Common Stock that shall be issued upon
conversion of the fully paid and nonassessable shares of Class B Common Stock
shall, upon issue, be fully paid and nonassessable.
(f) CHARGES, PAYMENT OF TAXES UPON CONVERSION. The issuance of
certificates for shares of Class A Common Stock issuable upon the conversion of
Class B Common Stock shall be made without charge to the converting holder;
provided, however, that if any certificate is to be issued in a name other than
that of the record holder of the shares being converted, the Corporation shall
not be required to issue or deliver any such certificate unless and until the
person requesting the issuance thereof shall have paid to the Corporation the
amount of any tax that may be payable with respect to any transfer involved in
the issuance and delivery of such certificate or has established to the
satisfaction of the Corporation that such tax has been paid.
(g) REISSUANCE OF CLASS B COMMON STOCK. Shares of Class B
Common Stock that are converted into Class A Common Stock as provided herein
shall continue to be part of the authorized Class B Common Stock and shall be
available for reissue by the Corporation.
4. SPLITS OR COMBINATIONS. If the Corporation shall in any manner
split, subdivide or combine the outstanding shares of Class A Common Stock or
Class B Common Stock, then the outstanding shares of the other such class of
Common Stock shall be proportionately split, subdivided or combined in the same
manner and on the same basis as the outstanding shares of the class that has
been split, subdivided or combined.
5. MERGERS AND CONSOLIDATIONS. In the event of a merger,
consolidation or combination of the Corporation with another entity (whether or
not the Corporation is the surviving entity), the holders of Class A Common
Stock and Class B Common Stock shall be entitled to receive the same per share
consideration in that transaction, except that any common stock that holders of
Class A Common Stock are entitled to receive in any such event may differ as to
voting rights and otherwise to the extent and only the extent that the Class A
Common Stock and the Class B Common Stock differ as set forth in this Section C.
6. LIQUIDATING DISTRIBUTIONS. Upon any liquidation, dissolution or
winding-up of the Corporation, whether voluntary or involuntary, and after the
holders of the Preferred Stock shall have been paid in full the amounts to which
they shall be entitled, if any, or a sum sufficient or such payment in full
shall have been set aside, the remaining net assets of the Corporation, if any,
shall be divided among and paid ratably to the holders of Class A Common Stock
and Class B Common Stock treated as a single class.
7. SALES AND REPURCHASES. The Board shall have the power to cause
the Corporation to issue and sell shares of either class of Common Stock to such
individuals, partnerships, joint ventures, limited liability companies,
associations, corporations, trusts or other legal entities (collectively,
"persons") and for such consideration as the Board shall from time to time in
its discretion determine, whether or not greater consideration could be received
upon the issue or sale of the same number of shares of the other class of Common
Stock, and as otherwise permitted by law. The Board shall have the power to
cause the Corporation to purchase, out of funds legally available therefor,
shares of either class of Common Stock from such persons and for such
consideration as the Board shall from time to time in its discretion determine,
whether or not less consideration could be paid upon the purchase of the same
number of shares of the other class of Common Stock, and as otherwise permitted
by law.
D. SHARE RECLASSIFICATION. Immediately prior to the effective date (the
"Effective Date") of the Corporation's Registration Statement on Form S-3 (File
No. 333-11541), relating to a proposed underwritten public offering of Class A
Common Stock and initially filed with the Securities and Exchange Commission on
September 6, 1996 (the "Registration Statement"), each outstanding share of the
Corporation's Existing Common Stock shall thereby and thereupon, automatically
and without any action by the holder, be reclassified and converted into 15
validly issued, fully paid and nonassessable shares of Class B Common Stock.
Each certificate that theretofore represented shares of Existing Common Stock
shall thereafter represent the number of shares of Class B Common Stock into
which the shares of Existing Common Stock represented by such certificate were
reclassified and converted hereby; provided, however, that each person holding
of record a stock certificate or certificates that represented shares of
Existing Common Stock shall receive, upon surrender of each such certificate or
certificates, a new certificate or certificates evidencing and representing the
number of shares of Class B Common Stock to which such person is entitled. Upon
consummation of the reclassification of the Existing Common Stock of the
Corporation provided for in this Section D (the "Reclassification"), the holders
of the Class B Common Stock of the Corporation shall have all rights accorded
them by law and these Amended and Restated Articles of Incorporation. The
issuance of certificates representing shares of Class B Common Stock issuable
upon the Reclassification shall be made without charge to the holders of
Existing Common Stock; provided, however, that if any certificate is to be
issued in a name other than that of the record holder of the shares of Existing
Common Stock being reclassified pursuant to the Reclassification, the
Corporation shall not be required to issue or deliver any such certificate
unless and until the person requesting the issuance thereof shall have paid to
the Corporation the amount of any tax that may be payable with respect to any
transfer involved in the issuance and delivery of such certificate or has
established to the satisfaction of the Corporation that such tax has been paid.
If so required by the Corporation or the Transfer Agent, any certificate for
shares of Existing Common Stock surrendered in connection with the
Reclassification shall be accompanied by instruments of transfer, in form
satisfactory to the Corporation or the Transfer Agent, duly executed by the
holder of such shares or the duly authorized representative of such holder,
together with funds for the payment of any transfer tax required as set forth
above. As promptly as practicable following the surrender of a certificate
representing shares of Class B Common Stock in the foregoing manner, any
required instruments of transfer and the payment in cash of any amount for the
payment of any transfer tax, the Corporation shall issue and deliver or cause to
be issued and delivered to such holder or such holder's nominee or nominees, a
certificate or certificates representing the number of shares of Class B Common
Stock issued upon the Reclassification to which such holder is entitled, in such
name or names as such holder may direct.
ARTICLE IV
The Corporation shall exist perpetually unless sooner dissolved according
to law.
ARTICLE V
The Corporation's mailing address and the address of the Corporation's
principal office is 1801 West International Speedway Boulevard, Daytona Beach,
Florida 32114. The address of the Corporation's registered office is 150-A South
Palmetto Avenue, Daytona Beach, Florida 32114, and the Corporation's registered
agent at such office is Doyle Tumbleson.
ARTICLE VI
A. NUMBER AND TERM OF DIRECTORS. The Corporation's Board shall consist of
not less than five (5) nor more than fifteen (15) members, with the exact number
to be fixed from time to time by resolution of the Board. No decrease in the
number of directors shall have the effect of shortening the term of any
incumbent director. The Board shall be divided into three classes, Class I,
Class II and Class III with the directors of each class to be elected for a
staggered term of three years and to serve until their successors are duly
elected and qualified or until their earlier resignation, death or removal from
office. The number of directors elected to each class shall be as nearly equal
in number as possible. The Board shall apportion any increase or decrease in the
number of directorships among the classes so as to make the number of directors
in each class as nearly equal as possible.
B. DIRECTOR VACANCIES; REMOVAL. Whenever any vacancy on the Board shall
occur due to death, resignation, retirement, disqualification, removal, increase
in the number of directors or otherwise, a majority of directors in office,
although less than a quorum of the entire Board, may fill the vacancy or
vacancies for the balance of the unexpired term or terms, at which time a
successor or successors shall be duly elected by the shareholders and qualified.
Notwithstanding the provisions of any other Article herein, only the remaining
directors of the Corporation shall have the authority, in accordance with the
procedure stated above, to fill any vacancy that exists on the Board for the
balance of the unexpired term or terms. The Company's shareholders shall not,
and shall have no power to, fill any vacancy on the Board. Shareholders may
remove a director from office prior to the expiration of his or her term, with
or without "cause," by an affirmative vote of a majority of all votes entitled
to be case for the election of directors.
C. SHAREHOLDER NOMINATIONS OF DIRECTOR CANDIDATES. Only persons who are
nominated in accordance with the following procedures shall be eligible for
election as directors of the Corporation. Nominations of persons for election to
the Board at an annual or special meeting of shareholders may be made by or at
the direction of the Board by any nominating committee or person appointed by
the Board or by any shareholder of the Corporation entitled to vote for the
election of directors at such meeting who complies with the procedures set forth
in this Section C; provided, however, that nominations of persons for election
to the Board at a special meeting may be made only if the election of directors
is one of the purposes described in the special meeting notice required by
Section 607.0705 of the Florida Business Corporation Act. Nominations of persons
for election at a special meeting, other than nominations made by or at the
direction of the Board, shall be made pursuant to notice in writing delivered to
or mailed and received at the principal executive offices of the Corporation not
later than the close of business on the fifth (5th) day following the date on
which notice of such meeting is given to shareholders or made public, whichever
first occurs. Nominations of persons for election at an annual meeting, other
than nominations made by or at the direction of the Board, shall be made
pursuant to timely notice in writing to the Secretary of the Corporation. To be
timely, a shareholder's notice must be delivered to or mailed and received at
the principal executive offices of the Corporation not less than one hundred
twenty (120) days nor more than one hundred eighty (180) days prior to the first
anniversary of the date of the Corporation's notice of annual meeting provided
with respect to the previous year's annual meeting; provided, however, that if
no annual meeting was held in the previous year or the date of the annual
meeting has been changed to be more than thirty (30) calendar days earlier than
the date contemplated by the previous year's notice of annual meeting, such
notice by the shareholder to be timely must be so delivered or received not
later than the close of business on the fifth (5th) day following the date on
which notice of the date of the annual meeting is given to shareholders or made
public, whichever first occurs. Such shareholder's notice to the Secretary shall
set forth the following information: (a) as to each person whom the shareholder
proposes to nominate for election or re-election as a director at the annual
meeting, (i) the name, age, business address and residence address of the
proposed nominee, (ii) the principal occupation or employment of the proposed
nominee, (iii) the class and number of shares of capital stock of the
Corporation which are beneficially owned by the proposed nominee, and (iv) any
other information relating to the proposed nominee that is required to be
disclosed in solicitations for proxies for election of directors pursuant to
Rule 14a under the Securities Exchange Act of 1934, as amended; and (b) as to
the shareholder giving the notice of nominees for election at the annual
meeting, (i) the name and record address of the shareholder, and (ii) the class
and number of shares of capital stock of the Corporation which are beneficially
owned by the shareholder. The Corporation may require any proposed nominee for
election at an annual or special meeting of shareholders to furnish such other
information as may reasonably be required by the Corporation to determine the
eligibility of such proposed nominee to serve
as a director of the Corporation. No person shall be eligible for election as a
director of the Corporation unless nominated in accordance with the procedures
set forth herein. The Chairman of the meeting shall, if the facts warrant,
determine and declare to the meeting that a nomination was not made in
accordance with the requirements of this Section C, and if he should so
determine, he shall so declare to the meeting and the defective nomination
shall be disregarded.
ARTICLE VII
The Corporation shall indemnify and may advance expenses to its officers
and directors to the fullest extent permitted by law in existence either now or
hereafter.
ARTICLE VIII
A. CALL OF SPECIAL SHAREHOLDERS MEETING. Except as otherwise required by
law, the Corporation shall not be required to hold a special meeting of
shareholders of the Corporation unless (in addition to any other requirements of
law) (i) the holders of not less than fifty (50) percent of all the votes
entitled to be cast on any issue proposed to be considered at the proposed
special meeting sign, date and deliver to the Corporation's Secretary one or
more written demands for the meeting describing the purpose or purposes for
which it is to be held; (ii the meeting is called by the Board pursuant to a
resolution approved by a majority of the entire Board; or (iii) the meeting is
called by the Chairman of the Board of Directors. Only business within the
purpose or purposes described in the special meeting notice required by Section
607.0705 of the Florida Business Corporation Act may be conducted at a special
shareholders' meeting.
B. ADVANCE NOTICE OF SHAREHOLDER-PROPOSED BUSINESS FOR ANNUAL MEETING. At
an annual meeting of the shareholders, only such business shall be conducted as
shall have been properly brought before the meeting. To be properly brought
before an annual meeting, business must be either (a) specified in the notice of
meeting (or any supplement thereto) given by or at the direction of the Board,
(b) otherwise properly brought before the meeting by or at the direction of the
Board, or (c) otherwise properly brought before the meeting by a shareholder. In
addition to any other applicable requirements, for business to be properly
brought before an annual meeting by a shareholder, the shareholder must have
given timely notice thereof in writing to the Secretary of the Corporation. To
be timely, a shareholder's notice must be delivered to or mailed and received at
the principal executive offices of the Corporation, not less than one hundred
twenty (120) days nor more than one hundred eighty (180) days prior to the first
anniversary of the date of the Corporation's notice of annual meeting provided
with respect to the previous year's annual meeting; provided, however, that if
no annual meeting was held in the previous year or the date of the annual
meeting has been changed to be more than thirty (30) calendar days earlier than
the date contemplated by the previous year's notice of annual meeting, such
notice by the shareholder to be timely must be so delivered or received not
later than the close of business on the fifth (5th) day following the date on
which notice of the date of the annual meeting is given to shareholders or made
public, whichever first occurs. Such shareholder's notice to the Secretary shall
set forth as to each matter the shareholder proposes to bring before the annual
meeting (i) a brief description of the business desired to be brought before the
annual meeting and the reasons for conducting such business at the annual
meeting, (ii) the name and record address of the shareholder proposing such
business, (iii) the class and number of shares of capital stock of the
Corporation which are beneficially owned by the shareholder, and (iv) any
material interest of the shareholder in such business. The Chairman of an annual
meeting shall, if the facts warrant, determine and declare to the meeting that
business was not properly brought before the meeting in accordance with the
requirements of this Section B, and if he should so determine, he shall so
declare to the meeting and any such business not properly brought before the
meeting shall not be transacted.
IN WITNESS WHEREOF, the undersigned, for the purpose of amending and
restating the Corporation's Articles of Incorporation pursuant to the laws of
the State of Florida, has executed these Amended and Restated Articles of
Incorporation as of September 26, 1996.
INTERNATIONAL SPEEDWAY CORPORATION
By: /s/ W. Garrett Crotty
-----------------------------------
W. Garrett Crotty
Secretary and General Counsel
AMENDED AND RESTATED BYLAWS
OF
INTERNATIONAL SPEEDWAY CORPORATION
(A FLORIDA CORPORATION)
<PAGE>
<PAGE>
INDEX
PAGE
NUMBER
------
ARTICLE ONE - OFFICES.....................................................1
1. Registered Office.............................................1
2. Other Offices.................................................1
ARTICLE TWO - MEETINGS OF SHAREHOLDERS....................................1
1. Place.........................................................1
2. Time of Annual Meeting........................................1
3. Call of Special Meetings......................................1
4. Conduct of Meetings...........................................1
5. Notice and Waiver of Notice...................................1
6. Business and Nominations for Annual and Special Meetings......2
7. Quorum........................................................2
8. Voting Rights Per Share.......................................2
9. Voting of Shares..............................................2
10. Proxies.......................................................3
11. Shareholder List..............................................3
12. Action Without Meeting........................................4
13. Fixing Record Date............................................4
14. Inspectors and Judges.........................................4
15. Voting for Directors..........................................5
ARTICLE THREE - DIRECTORS.................................................5
1. Number; Term; Election; Qualification.........................5
2. Resignation; Vacancies; Removal...............................5
3. Powers........................................................5
4. Place of Meetings.............................................5
5. Annual Meetings...............................................5
6. Regular Meetings..............................................5
7. Special Meetings and Notice...................................5
8. Quorum and Required Vote......................................6
9. Action Without Meeting........................................6
10. Conference Telephone or Similar Communications
Equipment Meetings..........................................6
11. Committees....................................................7
12. Compensation of Directors.....................................7
ARTICLE FOUR - OFFICERS...................................................7
1. Positions.....................................................7
2. Election of Specified Officers by Board.......................7
3. Election or Appointment of Other Officers.....................7
4. Compensation..................................................7
<PAGE>
<PAGE>
5. Term; Resignation; Removal; Vacancies.........................7
6. Chairman of the Board.........................................8
7. President.....................................................8
8. Vice Presidents...............................................8
9. Secretary.....................................................8
10. Chief Financial Officer.......................................8
11. Treasurer.....................................................8
12. Other Officers; Employees and Agents..........................9
ARTICLE FIVE - CERTIFICATES FOR SHARES....................................9
1. Issue of Certificates.........................................9
2. Legends for Preferences and Restrictions on Transfer..........9
3. Facsimile Signatures.........................................10
4. Lost Certificates............................................10
5. Transfer of Shares...........................................10
6. Registered Shareholders......................................10
7. Redemption of Control Shares.................................10
ARTICLE SIX - GENERAL PROVISIONS.........................................11
1. Dividends....................................................11
2. Reserves.....................................................11
3. Checks.......................................................11
4. Fiscal Year..................................................11
5. Seal.........................................................11
6. Gender.......................................................11
ARTICLE SEVEN - AMENDMENT OF BYLAWS......................................11
(ii)
<PAGE>
<PAGE>
INTERNATIONAL SPEEDWAY CORPORATION
AMENDED AND RESTATED BYLAWS
ARTICLE ONE
OFFICES
Section 1. REGISTERED OFFICE. The registered office of INTERNATIONAL
SPEEDWAY CORPORATION, a Florida corporation (the "Corporation"), shall be
located at 1801 West International Speedway Boulevard, Daytona Beach, Florida
32114, unless otherwise determined by the Board of Directors of the Corporation
(the "Board of Directors") in accordance with applicable law.
Section 2. OTHER OFFICES. The Corporation may also have offices at such
other places, either within or without the State of Florida, as the Board of
Directors may from time to time determine or as the business of the Corporation
may require.
ARTICLE TWO
MEETINGS OF SHAREHOLDERS
Section 1. PLACE. All annual meetings of shareholders shall be held at
such place, within or without the State of Florida, as may be designated by the
Board of Directors and stated in the notice of the meeting or in a duly executed
waiver of notice thereof. Special meetings of shareholders may be held at such
place, within or without the State of Florida, and at such time as shall be
stated in the notice of the meeting or in a duly executed waiver of notice
thereof.
Section 2. TIME OF ANNUAL MEETING. Annual meetings of shareholders
shall be held on such date and at such time fixed, from time to time, by the
Board of Directors, provided, that there shall be an annual meeting held every
calendar year at which the shareholders shall elect a board of directors and
transact such other business as may properly be brought before the meeting.
Section 3. CALL OF SPECIAL MEETINGS. Special meetings of the
shareholders shall be held if called in accordance with the procedures set forth
in the Corporation's Amended and Restated Articles of Incorporation (the
"Articles of Incorporation") for the call of a special meeting of shareholders.
Section 4. CONDUCT OF MEETINGS. The Chairman of the Board (or in his
absence, the President or such other designee of the Chairman of the Board)
shall preside at the annual and special meetings of shareholders and shall be
given full discretion in establishing the rules and procedures to be followed in
conducting the meetings, except as otherwise provided by law or in these Bylaws.
Section 5. NOTICE AND WAIVER OF NOTICE. Except as otherwise provided by
law, written or printed notice stating the place, date and time of the meeting
and, in the case of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered not less than ten (10) nor more than sixty
(60) days before the date of the meeting, either personally or by first-class
mail or other legally sufficient means, by or at the direction of the Chairman
of the Board, President, the Secretary, or the officer or person calling the
meeting, to each shareholder of record entitled to vote at such meeting. If the
notice is mailed at least thirty (30) days before the date of the meeting, it
may be done by a class of
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United States mail other than first class. If mailed, such notice shall be
deemed to be delivered when deposited in the United States mail addressed to the
shareholder at his address as it appears on the stock transfer books of the
Corporation, with postage thereon prepaid. If a meeting is adjourned to another
time and/or place, and if an announcement of the adjourned time and/or place is
made at the meeting, it shall not be necessary to give notice of the adjourned
meeting unless the Board of Directors, after adjournment, fixes a new record
date for the adjourned meeting. Whenever any notice is required to be given to
any shareholder, a waiver thereof in writing signed by the person or persons
entitled to such notice, whether signed before, during or after the time of the
meeting stated therein, and delivered to the Corporation for inclusion in the
minutes or filing with the corporate records, shall constitute an effective
waiver of such notice. Neither the business to be transacted at, nor the purpose
of, any regular or special meeting of the shareholders need be specified in any
written waiver of notice. Attendance of a person at a meeting shall constitute a
waiver of (a) lack of or defective notice of such meeting, unless the person
objects at the beginning to the holding of the meeting or the transacting of any
business at the meeting, or (b) lack of or defective notice of a particular
matter at a meeting that is not within the purpose or purposes described in the
meeting notice, unless the person objects to considering such matter when it is
presented.
Section 6. BUSINESS AND NOMINATIONS FOR ANNUAL AND SPECIAL MEETINGS.
Business transacted at any special meeting shall be confined to the purposes
stated in the notice thereof. At any annual meeting of shareholders, only such
business shall be conducted as shall have been properly brought before the
meeting in accordance with the requirements and procedures set forth in the
Articles of Incorporation. Only such persons who are nominated for election as
directors of the Corporation in accordance with the requirements and procedures
set forth in the Articles of Incorporation shall be eligible for election as
directors of the Corporation.
Section 7. QUORUM. Shares entitled to vote as a separate voting group
may take action on a matter at a meeting only if a quorum of those shares exists
with respect to that matter. Except as otherwise provided in the Articles of
Incorporation or applicable law, shares representing a majority of the votes
pertaining to outstanding shares which are entitled to be cast on the matter by
the voting group constitute a quorum of that voting group for action on that
matter. If less than a quorum of shares are represented at a meeting, the
holders of a majority of the shares so represented may adjourn the meeting from
time to time. After a quorum has been established at any shareholders' meeting,
the subsequent withdrawal of shareholders, so as to reduce the number of shares
entitled to vote at the meeting below the number required for a quorum, shall
not affect the validity of any action taken at the meeting or any adjournment
thereof. Once a share is represented for any purpose at a meeting, it is deemed
present for quorum purposes for the remainder of the meeting and for any
adjournment of that meeting unless a new record date is or must be set for that
adjourned meeting.
Section 8. VOTING RIGHTS PER SHARE. Each outstanding share, regardless
of class, shall be entitled to vote on each matter submitted to a vote at a
meeting of shareholders, except to the extent that the voting rights of the
shares of any class are limited or denied by or pursuant to the Articles of
Incorporation or the Florida Business Corporation Act.
Section 9. VOTING OF SHARES. A shareholder may vote at any meeting of
shareholders of the Corporation, either in person or by proxy. Shares standing
in the name of another corporation, domestic or foreign, may be voted by the
officer, agent or proxy designated by the bylaws of such corporate shareholder
or, in the absence of any applicable bylaw, by such person or persons as the
board of directors of the corporate shareholder may designate. In the absence of
any such designation, or, in
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case of conflicting designation by the corporate shareholder, the chairman of
the board, the president, any vice president, the secretary and the treasurer of
the corporate shareholder, in that order, shall be presumed to be fully
authorized to vote such shares. Shares held by an administrator, executor,
guardian, personal representative, or conservator may be voted by him, either in
person or by proxy, without a transfer of such shares into his name. Shares
standing in the name of a trustee may be voted by him, either in person or by
proxy, but no trustee shall be entitled to vote shares held by him without a
transfer of such shares into his name or the name of his nominee. Shares held by
or under the control of a receiver, a trustee in bankruptcy proceedings, or an
assignee for the benefit of creditors may be voted by such person without the
transfer thereof into his name. If shares stand of record in the names of two or
more persons, whether fiduciaries, members of a partnership, joint tenants,
tenants in common, tenants by the entirety or otherwise, or if two or more
persons have the same fiduciary relationship respecting the same shares, unless
the Secretary of the Corporation is given notice to the contrary and is
furnished with a copy of the instrument or order appointing them or creating the
relationship wherein it is so provided, then acts with respect to voting shall
have the following effect: (a) if only one votes, in person or by proxy, his act
binds all; (b) if more than one vote, in person or by proxy, the act of the
majority so voting binds all; (c) if more than one vote, in person or by proxy,
but the vote is evenly split on any particular matter, each faction is entitled
to vote the share or shares in question proportionally; or (d) if the instrument
or order so filed shows that any such tenancy is held in unequal interest, a
majority or a vote evenly split for purposes hereof shall be a majority or a
vote evenly split in interest. The principles of this paragraph shall apply,
insofar as possible, to execution of proxies, waivers, consents, or objections
and for the purpose of ascertaining the presence of a quorum.
Section 10. PROXIES. Any shareholder of the Corporation, other person
entitled to vote on behalf of a shareholder pursuant to law, or attorney-in-fact
for such persons may vote the shareholder's shares in person or by proxy. Any
shareholder of the Corporation may appoint a proxy to vote or otherwise act for
him by signing an appointment form, either personally or by his
attorney-in-fact. An executed telegram or cablegram appearing to have been
transmitted by such person, or a photographic, photostatic, or equivalent
reproduction of an appointment form, shall be deemed a sufficient appointment
form. An appointment of a proxy is effective when received by the Secretary of
the Corporation (the "Secretary") or such other officer or agent which is
authorized to tabulate votes, and shall be valid for up to 11 months, unless a
longer period is expressly provided in the appointment form. The death or
incapacity of the shareholder appointing a proxy does not affect the right of
the Corporation to accept the proxy's authority unless notice of the death or
incapacity is received by the Secretary or other officer or agent authorized to
tabulate votes before the proxy exercises his authority under the appointment.
An appointment of a proxy is revocable by the shareholder unless the appointment
form conspicuously states that it is irrevocable and the appointment is coupled
with an interest.
Section 11. SHAREHOLDER LIST. After fixing a record date for a meeting
of shareholders, the Corporation shall prepare an alphabetical list of the names
of all its shareholders who are entitled to notice of the meeting, arranged by
voting group with the address of, and the number and class and series, if any,
of shares held by each. The shareholders' list must be available for inspection
by any shareholder for a period of ten (10) days prior to the meeting or such
shorter time as exists between the record date and the meeting and continuing
through the meeting at the Corporation's principal office, at a place identified
in the meeting notice in the city where the meeting will be held, or at the
office of the Corporation's transfer agent or registrar. Any shareholder of the
Corporation or his agent or attorney is entitled on written demand to inspect
the shareholders' list (subject to the requirements of law), during regular
business hours and at his expense, during the period it is available for
inspection. The Corporation shall make the shareholders' list available at the
meeting of shareholders, and any
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shareholder or his agent or attorney is entitled to inspect the list at any time
during the meeting or any adjournment. The shareholders' list is prima facie
evidence of the identity of shareholders entitled to examine the shareholders'
list or to vote at a meeting of shareholders.
Section 12. ACTION WITHOUT MEETING. Any action required or permitted by
law to be taken at a meeting of shareholders may be taken without a meeting or
notice if a consent, or consents, in writing, setting forth the action so taken,
shall be dated and signed by the holders of outstanding stock having not less
than the minimum number of votes that would be necessary to authorize or take
such action at a meeting at which all voting groups and shares entitled to vote
thereon were present and voted with respect to the subject matter thereof, and
such consent shall be delivered to the Corporation, within the period required
by Section 607.0704 of the Florida Business Corporation Act, by delivery to its
principal office in the State of Florida, its principal place of business, the
Secretary or another officer or agent of the Corporation having custody of the
book in which proceedings of meetings of shareholders are recorded. Within ten
(10) days after obtaining such authorization by written consent, notice must be
given to those shareholders who have not consented in writing or who are not
entitled to vote on the action, in accordance with the requirements of Section
607.0704 of the Florida Business Corporation Act.
Section 13. FIXING RECORD DATE. For the purpose of determining
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment thereof, or entitled to receive payment of any dividend, or in
order to make a determination of shareholders for any other proper purposes, the
Board of Directors may fix in advance a date as the record date for any such
determination of shareholders, such date in any case to be not more than seventy
(70) days, and, in case of a meeting of shareholders, not less than ten (10)
days, before the meeting or action requiring such determination of shareholders.
If no record date is fixed for the determination of shareholders entitled to
notice of or to vote at a meeting of shareholders or the determination of
shareholders entitled to receive payment of a dividend, the date before the day
on which the first notice of the meeting is mailed or the date on which the
resolutions of the Board of Directors declaring such dividend is adopted, as the
case may be, shall be the record date for such determination of shareholders.
When a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this Section, such determination shall
apply to any adjournment thereof, except where the Board of Directors fixes a
new record date for the adjourned meeting.
Section 14. INSPECTORS AND JUDGES. The Board of Directors in advance of
any meeting may, but need not, 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. If any inspector or inspectors, or judge or judges, are not appointed,
the person presiding at the meeting may, but need not, appoint one or more
inspectors or judges. In case any person who may be appointed as an inspector or
judge fails to appear or act, the vacancy may be filled by the Board of
Directors in advance of the meeting, or at the meeting by the person presiding
thereat. 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.
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Section 15. VOTING FOR DIRECTORS. Unless otherwise provided in the
Articles of Incorporation, directors shall be elected by a plurality of the
votes cast by the shares entitled to vote in the election at a meeting at which
a quorum is present.
ARTICLE THREE
DIRECTORS
Section 1. NUMBER; TERM; ELECTION; QUALIFICATION. The number of
directors of the Corporation shall be fixed from time to time, within the limits
specified by the Articles of Incorporation, by resolution of the Board of
Directors. Directors shall be elected in the manner and hold office for the term
as prescribed in the Articles of Incorporation. Directors must be natural
persons who are 18 years of age or older but need not be residents of the State
of Florida, shareholders of the Corporation or citizens of the United States;
provided, however, that at all times at least one (1) director shall be a
resident of the State of Florida and a citizen of the United States.
Section 2. RESIGNATION; VACANCIES; REMOVAL. A director may resign at
any time by giving written notice to the Board of Directors or the Chairman of
the Board. Such resignation shall take effect at the date of receipt of such
notice or at any later time specified therein; and unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it
effective. In the event the notice of resignation specifies a later effective
date, the Board of Directors may fill the pending vacancy (subject to the
provisions of the Corporation's Articles of Incorporation) before the effective
date if they provide that the successor does not take office until the effective
date. Director vacancies shall be filled, and directors may be removed, in the
manner prescribed in the Corporation's Articles of Incorporation.
Section 3. POWERS. The business and affairs of the Corporation shall be
managed by its Board of Directors, which may exercise all such powers of the
Corporation and do all such lawful acts and things as are not by statute or by
the Articles of Incorporation or by these Bylaws directed or required to be
exercised and done by the shareholders.
Section 4. PLACE OF MEETINGS. Meetings of the Board of Directors,
regular or special, may be held either within or without the State of Florida.
Section 5. ANNUAL MEETINGS. Unless scheduled for another time by the
Board of Directors, the first meeting of each newly elected Board of Directors
shall be held, without call or notice, immediately following each annual meeting
of shareholders.
Section 6. REGULAR MEETINGS. Regular meetings of the Board of Directors
may also be held without notice at such time and at such place as shall from
time to time be determined by the Board of Directors.
Section 7. SPECIAL MEETINGS AND NOTICE. Special meetings of the Board
of Directors may be called by the President or Chairman of the Board and shall
be called by the Secretary on the written request of any two directors. At least
forty-eight (48) hours' prior written notice of the date, time and place of
special meetings of the Board of Directors shall be given to each director.
Except as required by law, neither the business to be transacted at, nor the
purpose of, any regular or special meting of the Board of Directors need be
specified in the notice or waiver of notice of such meeting. Notices to
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directors shall be in writing and delivered to the directors at their addresses
appearing on the books of the Corporation by personal delivery, mail or other
legally sufficient means. Notice by mail shall be deemed to be given at the time
when the same shall be received. Notice to directors may also be given by
telegram, teletype or other form of electronic communication. Whenever any
notice is required to be given to any director, a waiver thereof in writing
signed by the person or persons entitled to such notice, whether before, during
or after the meeting, shall constitute an effective waiver of such notice.
Attendance of a director at a meeting shall constitute a waiver of notice of
such meeting and a waiver of any and all objections to the place of the meeting,
the time of the meeting and the manner in which it has been called or convened,
except when a director states, at the beginning of the meeting or promptly upon
arrival at the meeting, any objection to the transaction of business because the
meeting is not lawfully called or convened.
Section 8. QUORUM AND REQUIRED VOTE. A majority of the prescribed
number of directors determined as provided in the Articles of Incorporation
shall constitute a quorum for the transaction of business and the act of the
majority of the directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors, unless a greater number is required
by the Articles of Incorporation. Whenever, for any reason, a vacancy occurs in
the Board of Directors, a quorum shall consist of a majority of the remaining
directors until the vacancy has been filled. If a quorum shall not be present at
any meeting of the Board of Directors, a majority of the directors present
thereat may adjourn the meeting to another time and place, without notice other
than announcement at the time of adjournment. At such adjourned meeting at which
a quorum shall be present, any business may be transacted that might have been
transacted at the meeting as originally notified and called.
Section 9. ACTION WITHOUT MEETING. Any action required or permitted to
be taken at a meeting of the Board of Directors or committee thereof may be
taken without a meeting if a consent in writing, setting forth the action taken,
is signed by all of the members of the Board of Directors or the committee, as
the case may be, and such consent shall have the same force and effect as a
unanimous vote at a meeting. Action taken under this Section 9 is effective when
the last director signs the consent, unless the consent specifies a different
effective date. A consent signed under this Section 9 shall have the effect of a
meeting vote and may be described as such in any document.
Section 10. CONFERENCE TELEPHONE OR SIMILAR COMMUNICATIONS EQUIPMENT
MEETINGS. Directors and committee members may participate in and hold a meeting
by means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other.
Participation in such a meeting shall constitute presence in person at the
meeting, except where a person participates in the meeting for the express
purpose of objecting to the transaction of any business on the ground the
meeting is not lawfully called or convened.
Section 11. COMMITTEES. The Board of Directors, by resolution adopted
by a majority of the whole Board of Directors, may designate from among its
members an executive committee and one or more other committees, each of which,
to the extent provided in such resolution, shall have and may exercise all of
the authority of the Board of Directors in the business and affairs of the
Corporation except where the action of the full Board of Directors is required
by statute. Each committee must have two or more members who serve at the
pleasure of the Board of Directors. The Board of Directors by resolution
adopted in accordance with this Article Three, may designate one or more
directors as alternate members of any committee, who may act in the place and
stead of any absent member or members at any meeting of such committee.
Vacancies in the membership of a committee may be filled only by the Board of
Directors at a regular or special meeting of the Board of Directors. The
executive
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committee shall keep regular minutes of its proceedings and report the same to
the Board of Directors when required. The designation of any such committee and
the delegation thereto of authority shall not operate to relieve the Board of
Directors, or any member thereof, of any responsibility imposed upon it or him
by law.
Section 12. COMPENSATION OF DIRECTORS. The directors may be paid their
expenses, if any, of attendance at each meeting of the Board of Directors and
may be paid a fixed sum for attendance at each meeting of the Board of Directors
or a stated salary as director. No such payment shall preclude any director from
serving the Corporation in any other capacity and receiving compensation
therefor. Members of special or standing committees may be allowed like
compensation for attending committee meetings. Directors may receive such other
compensation as may be approved by the Board of Directors.
ARTICLE FOUR
OFFICERS
Section 1. POSITIONS. The officers of the Corporation shall consist of
a Chairman of the Board, a President, one or more Vice Presidents (any one or
more of whom may be given the additional designation of rank of Executive Vice
President or Senior Vice President), a Secretary, a Chief Financial Officer and
a Treasurer. Any two or more offices may be held by the same person. Officers
other than the Chairman of the Board need not be members of the Board of
Directors. The Chairman of the Board must be a member of the Board of Directors.
Section 2. ELECTION OF SPECIFIED OFFICERS BY BOARD. The Board of
Directors at its first meeting after each annual meeting of shareholders shall
elect a Chairman of the Board, President, one or more Vice Presidents (including
any Senior or Executive Vice Presidents), a Secretary, a Chief Financial Officer
and a Treasurer.
Section 3. ELECTION OR APPOINTMENT OF OTHER OFFICERS. Such other
officers and assistant officers and agents as may be deemed necessary may be
elected or appointed by the Board of Directors, or, unless otherwise specified
herein, appointed by the Chairman of the Board. The Board of Directors shall be
advised of appointments by the Chairman of the Board at or before the next
scheduled Board of Directors meeting.
Section 4. COMPENSATION. The salaries, bonuses and other compensation
of the Chairman of the Board and all officers of the Corporation to be elected
by the Board of Directors pursuant to Section 2 of this Article Four shall be
fixed from time to time by the Board of Directors or pursuant to its direction.
The salaries of all other elected or appointed officers of the Corporation shall
be fixed from time to time by the Chairman of the Board or pursuant to his
direction.
Section 5. TERM; RESIGNATION; REMOVAL; VACANCIES. The officers of the
Corporation shall hold office until their successors are chosen and qualified.
Any officer or agent elected or appointed by the Board of Directors or the
Chairman of the Board may be removed, with or without cause, by the Board of
Directors, but such removal shall be without prejudice to the contract rights,
if any, of the person so removed. Any officer or agent appointed by the Chairman
of the Board pursuant to Section 3 of this Article Four may also be removed from
such office or position by the Board of Directors or the
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Chairman of the Board, with or without cause. Any vacancy occurring in any
office of the Corporation by death, resignation, removal or otherwise shall be
filled by the board of Directors, or, in the case of an officer appointed by the
Chairman of the Board, by the Chairman of the Board or the Board of Directors.
Any officer of the Corporation may resign from his respective office or position
by delivering notice to the Corporation. Such resignation shall be effective
when delivered unless the notice specifies a later effective date. If a
resignation is made effective at a later date and the Corporation accepts the
future effective date, the Board of Directors may fill the pending vacancy
before the effective date if the Board provides that the successor does not take
office until such effective date.
Section 6. CHAIRMAN OF THE BOARD. The Chairman of the Board shall be
the Chief Executive Officer of the Corporation. Subject to the control of the
Board of Directors, the Chairman of the Board shall have general and active
management of the business of the Corporation and shall see that all orders and
resolutions of the Board of Directors are carried into effect. The Chairman of
the Board shall preside at all meetings of the shareholders and the Board of
Directors. The Chairman of the Board shall also serve as the chairman of any
executive committee.
Section 7. PRESIDENT. The President shall be the Chief Operating
Officer of the Corporation. In the absence of the Chairman of the Board or in
the event the Board of Directors shall not have designated a Chairman of the
Board, the President shall preside at meetings of the shareholders and the Board
of Directors. The President shall have such powers and perform such duties as
may be prescribed by the Board of Directors or the Chairman of the Board. The
President shall also serve as the vice-chairman of any executive committee.
Section 8. VICE PRESIDENTS. The Vice Presidents, in the order of their
seniority, unless otherwise determined by the Board of Directors, shall, in the
absence or disability of the President, perform the duties and exercise the
powers of the President. They shall perform such other duties and have such
other powers as the Board of Directors or Chairman of the Board shall prescribe
or as the President may from time to time delegate. Executive Vice Presidents
shall be senior to Senior Vice Presidents, and Senior Vice Presidents shall be
senior to all other Vice Presidents.
Section 9. SECRETARY. The Secretary shall attend all meetings of the
shareholders and all meetings of the Board of Directors and record all the
proceedings of the meetings of the shareholders and of the Board of Directors in
a book to be kept for that purpose and shall perform like duties for the
standing committees when required. He shall give, or cause to be given, notice
of all meetings of the shareholders and special meetings of the Board of
Directors and shall keep in safe custody the seal of the Corporation and, when
authorized by the Board of Directors, affix the same to any instrument requiring
it. He shall perform such other duties as may be prescribed by the Board of
Directors, the Chairman of the Board or the President.
Section 10. CHIEF FINANCIAL OFFICER. The Chief Financial Officer shall
be responsible for maintaining the financial integrity of the Corporation, shall
prepare the financial plans for the Corporation and shall monitor the financial
performance of the Corporation and its subsidiaries, as well as performing such
other duties as may be prescribed by the Board of Directors, the Chairman of the
Board or the President.
Section 11. TREASURER. The Treasurer shall have the custody of
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
deposit all moneys and other valuable effects in the name and to the credit of
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the Corporation in such depositories as may be designated by the Board of
Directors. He shall disburse the funds of the Corporation as may be ordered by
the Board of Directors, taking proper vouchers for such disbursements and shall
render to the Chairman of the Board and the Board of Directors at its regular
meetings or when the Board of Directors so requires an account of all his
transactions as Treasurer and of the financial condition of the Corporation. The
Treasurer shall perform such other duties as may be prescribed by the Board of
Directors, the Chairman of the Board or the President.
Section 12. OTHER OFFICERS; EMPLOYEES AND AGENTS. Each and every other
officer, employee and agent of the Corporation shall possess, and may exercise,
such power and authority, and shall perform such duties, as may from time to
time be assigned to him by the Board of Directors, the officer so appointing him
or such officer or officers who may from time to time be designated by the Board
of Directors to exercise such supervisory authority.
ARTICLE FIVE
CERTIFICATES FOR SHARES
Section 1. ISSUE OF CERTIFICATES. The shares of the Corporation shall
be represented by certificates, provided that the Board of Directors of the
Corporation may provide by resolution or resolutions that some or all of any or
all classes or series of its stock shall be uncertificated shares. Any such
resolution shall not apply to shares represented by a certificate until such
certificate is surrendered to the Corporation. Notwithstanding the adoption of
such a resolution by the Board of Directors, every holder of stock represented
by certificates (and upon request every holder of uncertificated shares) shall
be entitled to have a certificate signed by or in the name of the Corporation by
the Chairman of the Board or a Vice Chairman of the Board, or the President or
Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary
or an Assistant Secretary of the Corporation, representing the number of shares
registered in certificate form.
Section 2. LEGENDS FOR PREFERENCES AND RESTRICTIONS ON TRANSFER. The
designations, relative rights, preferences and limitations applicable to each
class of shares and the variations in rights, preferences and limitations
determined for each series within a class (and the authority of the Board of
Directors to determine variations for future series) shall be summarized on the
front or back of each certificate. Alternatively, each certificate may state
conspicuously on its front or back that the Corporation will furnish the
shareholder a full statement of this information on request and without charge.
Every certificate representing shares that are restricted as to the sale,
disposition, or transfer of such shares shall also indicate that such shares are
restricted as to transfer, and there shall be set forth or fairly summarized
upon the certificate, or the certificate shall indicate that the Corporation
will furnish to any shareholder upon request and without charge, a full
statement of such restrictions. If the Corporation issues any shares that are
not registered under the Securities Act of 1933, as amended, or not registered
or qualified under the applicable state securities laws, the transfer of any
such shares shall be restricted substantially in accordance with the following
legend:
"THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933 OR UNDER ANY APPLICABLE STATE LAW. THEY MAY NOT BE
OFFERED FOR SALE, SOLD, TRANSFERRED OR PLEDGED WITHOUT (1)
REGISTRATION UNDER THE SECURITIES ACT OF 1933 AND ANY
APPLICABLE STATE LAW, OR (2) AT HOLDER'S EXPENSE, AN OPINION
(SATISFACTORY TO THE
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CORPORATION) OF COUNSEL (SATISFACTORY TO THE CORPORATION) THAT
REGISTRATION IS NOT REQUIRED"
Section 3. FACSIMILE SIGNATURES. Any and all signatures on the
certificate may be a facsimile. In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon such
certificate shall have ceased t be such officer, transfer agent or registrar
before such certificate is issued, it may be issued by the Corporation with the
same effect as if he were such officer, transfer agent or registrar at the date
of issue.
Section 4. LOST CERTIFICATES. The Board of Directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the Corporation alleged to have been lost or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost or destroyed. When authorizing such issue of
a new certificate or certificates, the Corporation may, in its discretion and as
a condition precedent to the issuance thereof, require the owner of such lost or
destroyed certificate or certificates, or his legal representative, to advertise
the same in such manner as it shall require and/or to give the Corporation a
bond in such sum as it may direct as indemnity against any claim that may be
made against the Corporation with respect to the certificate alleged to have
been lost or destroyed.
Section 5. TRANSFER OF SHARES. Upon surrender to the Corporation or the
transfer agent of the Corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the Corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books.
Section 6. REGISTERED SHAREHOLDERS. The Corporation shall be entitled
to recognize the exclusive rights of a person registered on its books as the
owner of shares to receive dividends, and to vote as such owner, and shall not
be bound to recognize any equitable or other claim to or interest in such share
or shares on the part of any other person, whether or not it shall have express
or other notice thereof, except as otherwise provided by the laws of the State
of Florida.
Section 7. REDEMPTION OF CONTROL SHARES. As provided by the Florida
Business Corporation Act, if a person acquiring control shares of the
Corporation does not file an acquiring person statement with the Corporation,
the Corporation may, at the discretion of the Board of Directors, redeem the
control shares at the fair value thereof at any time during the 60-day period
after the last acquisition of such control shares. If a person acquiring control
shares of the Corporation files an acquiring person statement with the
Corporation, the control shares may be redeemed by the Corporation, at the
discretion of the Board of Directors, only if such shares are not accorded full
voting rights by the shareholders as provided by law.
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ARTICLE SIX
GENERAL PROVISIONS
Section 1. DIVIDENDS. The Board of Directors may from time to time
declare, and the Corporation may pay, dividends on its outstanding shares in
cash, property, stock (including its own shares) or otherwise pursuant to law
and subject to the provisions of the Articles of Incorporation.
Section 2. RESERVES. The Board of Directors may by resolution create a
reserve or reserves out of earned surplus for any proper purpose or purposes,
and may abolish any such reserve in the same manner.
Section 3. CHECKS. All checks or demands for money and notes of the
Corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.
Section 4. FISCAL YEAR. The fiscal year of the Corporation shall end on
August 31 of each year, provided that effective November 1996, the fiscal year
of the Corporation shall end on November 30 of each year, in each case unless
otherwise fixed by resolution of the Board of Directors.
Section 5. SEAL. The corporate seal shall have inscribed thereon the
name and state of incorporation of the Corporation. The seal may be used by
causing it o a facsimile thereof to be impressed or affixed or in any other
manner reproduced.
Section 6. GENDER. All words used in these Bylaws in the masculine
gender shall extend to and shall include the feminine and neuter genders.
ARTICLE SEVEN
AMENDMENT OF BYLAWS
These Bylaws may be altered, amended or repealed or new Bylaws may be
adopted at any meeting of the Board of Directors at which a quorum is present,
by the affirmative vote of a majority of the directors present at such meeting.
* * *
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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
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.
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
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.
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 canceled 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.
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 totaling 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.
(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:
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
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
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.
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.
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.
International Speedway Corporation
1996 Long-Term Stock Incentive Plan
1. Definitions: As used herein, the following definitions shall apply:
a. "Board of Directors" shall mean the Board of Directors of the
Corporation.
b. "Committee" shall mean the Compensation Committee designated by
the Board of Directors of the Corporation, or such other committee as shall be
specified by the Board of Directors to perform the functions and duties of the
Committee under the Plan; provided, however, that the Committee shall comply
with the requirements of (I) Rule 16b-3 of the Rules and Regulations under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and (ii)
Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"),
and the regulations thereunder.
c. "Common Stock" shall mean Class A Common Stock of the Corporation.
d. "Corporation" shall mean International Speedway Corporation, a
Florida corporation, or any successor thereof.
e. "Discretion" shall mean in the sole discretion of the Committee,
with no requirement whatsoever that the Committee follow past practices, act
in a manner consistent with past practices, or treat a key employee,
consultant or advisor in a manner consistent with the treatment afforded other
key employees, consultants or advisors with respect to the Plan.
f. "Fair Market Value" shall mean (a) The closing price of a share
of the Corporation's Common Stock on the principal exchange on which shares of
the Corporation's Common 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 on the NASDAQ National Market) 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 Committee.
g. "Incentive Option" shall mean an option to purchase Common Stock
of the Corporation which meets the requirements set forth in the Plan and also
meets the definition of an incentive stock option within the meaning of
Section 422 of the Code; provided, however, that Incentive Options may only be
granted to persons who are employees of the Corporation or of a subsidiary
corporation in which the Corporation owns, directly or indirectly, 50% or more
of the combined voting power of all classes of stock of the subsidiary
corporation. The stock option agreement for an Incentive Option shall state
that the option is intended to be an Incentive Option.
h. "Plan Administrator" shall mean the Committee.
i. "Nonqualified Option" shall mean an option to purchase Common
Stock of the Corporation which meets the requirements set forth in the Plan
but does not meet the definition of an incentive stock option within the
meaning of Section 422 of the Code. The stock option agreement for a
Nonqualified Option shall state that the option is intended to be a
Nonqualified Option.
j. "Participant" shall mean any individual designated by the
Committee under Paragraph 6 for participation in the Plan.
k. "Plan" shall mean this International Speedway Corporation 1996
Stock Incentive Plan.
l. "Restricted stock award' shall mean a grant of Common Stock of
the Corporation which is subject to forfeiture, restrictions against transfer,
and such other terms and conditions determined by the Committee, as provided
in Paragraph 18.
m. "Stock appreciation right" shall mean a right to receive the
appreciation in value, or a portion of the appreciation in value, of a
specified number of shares of the Common Stock of the Corporation, as provided
in Paragraph 12.
n. "Subsidiary" shall mean any corporation or similar entity in
which the Corporation owns, directly or indirectly, stock or other equity
interest ("Stock") possessing more than 25% of the combined voting power of
all classes of Stock; provided, however, that an Incentive Option may be
granted to an employee of a Subsidiary only if the Subsidiary is a corporation
and the Corporation owns, directly or indirectly, 50% or more of the total
combined voting power of all classes of Stock of the Subsidiary.
2. Purpose of Plan: The purpose of the Plan is to provide key employees
(including officers and directors who are also key employees), consultants and
advisors of the Corporation and its Subsidiaries with an increased incentive
to make significant and extraordinary contributions to the long-term
performance and growth of the Corporation and its Subsidiaries, to join the
interests of key employees, consultants and advisors with the interests of the
shareholders of the Corporation, by focusing on long-term goals and creation
of increases in shareholder value, and to facilitate attracting and retaining
key employees, consultants and advisors of exceptional ability by providing
significant opportunities for capital accumulation.
3. Administration: The Plan shall be administered by the Committee.
Subject to the provisions of the Plan, the committee shall determine, from
those eligible to be Participants under the Plan, the persons to be granted
stock options, stock appreciation rights and restricted stock, the amount of
stock or rights to be optioned or granted to each such person, and the terms
and conditions of any stock options, stock appreciation rights and restricted
stock. Subject to the provisions of the Plan, the Committee is authorized to
interpret the Plan, to make, amend and rescind rules and regulations relating
to the Plan and to make all other determinations necessary or advisable for
the Plan's administration. Interpretation and construction of any provision
of the Plan by the Committee shall, unless otherwise determined by the Board
of Directors of the Corporation, be final and conclusive. A majority of the
Committee shall constitute a quorum, and the acts approved by a majority of
the members present at any meeting at which a quorum is present, or acts
approved in writing by a majority of the Committee, shall be the acts of the
Committee.
4. Indemnification of Committee Members: In addition to such other rights
of indemnification as they may have, the members of the Committee shall be
indemnified by the Corporation in connection with any claim, action, suit or
proceeding relating to any action taken or failure to act under or in
connection with the Plan or any option, stock appreciation right or restricted
stock granted hereunder to the full extent provided for under the
Corporation's Bylaws with respect to indemnification of directors of the
Corporation.
5. Maximum Number of Shares Subject to Plan: The maximum number of shares
with respect to which stock options or stock appreciation rights may be
granted or which may be awarded as restricted stock under the Plan shall be
1,000,000 shares in the aggregate of Common Stock of the Corporation. The
number of shares with respect to which a stock appreciation right is granted,
but not the number of shares which the Corporation delivers or could deliver
to a Participant upon exercise of a stock appreciation right, shall be charged
against the aggregate number of shares remaining available under the Plan;
provided, however, that in the case of a stock appreciation right granted in
conjunction with a stock option under circumstances in which the exercise of
the stock appreciation right results in termination of the stock option and
vice versa, only the number of shares subject to the stock option shall be
charged against the aggregate number of shares remaining available under the
Plan. If a stock option or stock appreciation right expires or terminates for
any reason (other than termination as a result of the exercise of a related
right) without having been fully exercised, or if shares of restricted stock
are forfeited, the number of shares with respect to which the stock option or
stock appreciation right was not exercised at the time of its expiration or
termination, and the number of forfeited shares of restricted stock, shall
again become available for the grant of stock options or stock appreciation
rights, or the award of restricted stock, under the Plan, unless the Plan
shall have been terminated.
Notwithstanding any other provision in this Plan, no employee, consultant
or advisor of the Corporation or a Subsidiary may receive options, stock
appreciation rights, restricted stock or any combination thereof for more than
200,000 shares of Common Stock of the Corporation over the term of the Plan,
as provided in Paragraph 25. For purposes of this 200,000 share per-person
limitation, there shall be taken into account all shares covered by stock
options and stock appreciation rights granted, and all restricted shares
awarded, to an employee regardless of whether such stock options or stock
appreciation rights expire or terminate without being fully exercised or
whether such restricted shares are forfeited back to the Corporation.
The number of shares subject to each outstanding stock option, stock
appreciation right or restricted stock award, the option price with respect to
outstanding stock options, the grant value with respect to outstanding stock
appreciation rights, the aggregate number of shares remaining available under
the Plan and the 200,000 share per-person limitation shall be subject to such
adjustment as the Committee, in its discretion, deems appropriate to reflect
such events as stock dividends, stock splits, recapitalizations, mergers,
consolidations or reorganizations of or by the Corporation; provided, however,
that no fractional shares shall be issued pursuant to the Plan, no rights may
be granted under the Plan with respect to fractional shares, and any
fractional shares resulting from such adjustments shall be eliminated from any
outstanding stock option, stock appreciation right, or restricted stock award.
6. Participants: The Committee shall determine and designate from time
to time, in its Discretion, those key employees, consultants or advisors of
the Corporation or any Subsidiary to receive stock options, stock appreciation
rights, or restricted stock who, in the judgment of the Committee, are or will
become responsible for the direction and financial success of the Corporation
or any Subsidiary; provided, however, that Incentive Options may be granted
only to persons who are key employees of the Corporation or a Subsidiary, and
in the case of a Subsidiary only if (i) the Corporation owns, directly or
indirectly, 50% or more of the total combined voting power of all classes of
Stock of the Subsidiary and (ii) the Subsidiary is a corporation. For the
purposes of the Plan, key employees shall include officers and directors who
are also key employees of the Corporation or any Subsidiary.
7. Written Agreement: Each stock option, stock appreciation right and
restricted stock award shall be evidenced by a written agreement (each a
"Corporation-Participant Agreement") containing such provisions as may be
approved by the Committee. Each such Corporation-Participant Agreement shall
constitute a binding contract between the Corporation and the Participant and
every Participant, upon acceptance of such Agreement, shall be bound by the
terms and restrictions of the Plan and of such Agreement. The terms of each
such Corporation-Participant Agreement shall be in accordance with the Plan,
but each Agreement may include such additional provisions and restrictions
determined by the Committee, in its Discretion, provided that such additional
provisions and restrictions are not inconsistent with the terms of the Plan.
8. Allotment of Shares: The Committee shall determine and fix, in its
Discretion, the number of shares of Common Stock with respect to which a
Participant may be granted stock options and stock appreciation rights and the
number of shares of restricted stock which a Participant may be awarded;
provided, however, that no Incentive Option may be granted under the Plan to
any one Participant which would result in the aggregate fair market value,
determined as of the date the option is granted, of underlying stock with
respect to which incentive stock options are exercisable for the first time by
such Participant during any calendar year under any plan maintained by the
Corporation (or any parent or subsidiary corporation of the Corporation)
exceeding $ 100,000.
9. Stock Options: Subject to the terms of the Plan, the Committee, in
its Discretion, may grant to Participants either Incentive Options or
Nonqualified Options or any combination thereof. Each option granted under
the Plan shall designate the number of shares covered thereby, if any, with
respect to which the option is an Incentive Option, and the number of shares
covered thereby, if any, with respect to which the option is a Nonqualified
Option.
10. Stock Option Price: Subject to the rules set forth in this Paragraph
10, at the time any stock option is granted, the Committee, in its Discretion,
shall establish the price per share for which the shares covered by the option
may be purchased. With respect to an Incentive Option, such option price
shall not be less than 100% of the fair market value of the stock on the date
on which such option is granted; provided, however, that with respect to an
Incentive Option granted to an employee who at the time of the grant owns
(after applying the attribution rules of Section 424(d) of the Code) more than
10% of the total combined voting stock of the Corporation or of any parent or
subsidiary, the option price shall not be less than 110% of the fair market
value of the stock on the date such option is granted. With respect to a
Nonqualified Option, the option price shall not be less than 50% of the fair
market value of the stock on the date upon which such option is granted. The
option price shall be subject to adjustment in accordance with the provisions
of Paragraph 5 of the Plan.
11. Payment of Stock Option Price: To exercise in whole or in part any
stock option granted hereunder, payment of the option price in full in cash
or, with the consent of the Committee, in Common Stock of the Corporation or
by a promissory note payable to the order of the Corporation in a form
acceptable to the Committee, shall be made by the Participant for all shares
so purchased. Such payment may, with the consent of the Committee, also
consist of a cash down payment and delivery of such promissory note in the
amount of the unpaid exercise price. In the Discretion of and subject to such
conditions as may be established by the Committee, payment of the option price
may also be made by the Corporation retaining from the shares to be delivered
upon exercise of the stock option that number of shares having a fair market
value on the date of exercise equal to the option price of the number of
shares with respect to which the Participant exercises the stock option. Such
payment may also be made in such other manner as the Committee determines is
appropriate, in its Discretion. No Participant shall have any of the rights
of a shareholder of the Corporation under any stock option until the actual
issuance of shares to said Participant, and prior to such issuance no
adjustment shall be made for dividends, distributions or other rights in
respect of such shares, except as may be provided in Paragraph 5.
12. Stock Appreciation Rights: Subject to the terms of the Plan, the
Committee may grant stock appreciation rights to Participants either in
conjunction with, or independently of, any stock options granted under the
Plan. A stock appreciation right granted in conjunction with a stock option
may be an alternative right wherein the exercise of the stock option
terminates the stock appreciation right to the extent of the number of shares
purchased upon exercise of the stock option and, correspondingly, the exercise
of the stock appreciation right terminates the stock option to the extent of
the number of shares with respect to which the stock appreciation right is
exercised. Alternatively, a stock appreciation right granted in conjunction
with a stock option may be an additional right wherein both the stock
appreciation right and the stock option may be exercised. A stock
appreciation right may not be granted in conjunction with an Incentive Option
under circumstances in which the exercise of the stock appreciation right
affects the right to exercise the Incentive Option or vice versa, unless the
stock appreciation right, by its terms, meets all of the following
requirements:
a. the stock appreciation right will expire no later than the
Incentive Option;
b. the stock appreciation right may be for no more than the
difference between the option price of the Incentive Option and the fair
market value of the shares subject to the Incentive Option at the time the
stock appreciation right is exercised;
c. the stock appreciation right is transferable only when the
Incentive Option is transferable, and under the same conditions;
d. the stock appreciation right may be exercised only when the
Incentive Option is eligible to be exercised; and
e. the stock appreciation right may be exercised only when the fair
market value
of the shares subject to the Incentive Option exceeds the option price of the
Incentive Option.
Upon exercise of a stock appreciation right, a Participant shall be
entitled to receive, without payment to the Corporation (except for applicable
withholding taxes), an amount equal to the excess of or, in the Discretion of
the Committee if provided in the Corporation-Participant Agreement, a portion
of the excess of (i) the then aggregate fair market value of the number of
shares with respect to which the Participant exercises the stock appreciation
right, over (ii) the aggregate fair market value of such number of shares at
the time the stock appreciation right was granted. This amount shall be
payable by the Corporation, in the Discretion of the Committee, in cash or in
shares of Common Stock of the Corporation or any combination thereof.
13. Granting and Exercising of Stock Options and Stock Appreciation
Rights: Subject to the provisions of this Paragraph 13, each stock option
and stock appreciation right granted hereunder shall be exercisable at any
such time or times or in any such installments as may be determined by the
Committee at the time of the grant; provided, however, no stock option or
stock appreciation right may be exercisable prior to the expiration of six
months from the date of grant unless the Participant dies or becomes disabled
prior thereto. Notwithstanding anything contained in the Plan to the
contrary, stock appreciation rights shall always be granted and exercised in
such a manner as to conform to the provisions of rules adopted pursuant to the
provisions of §ion 16 the Exchange Act. In addition, the aggregate fair
market value (determined at the time the option is granted) of the Common
Stock with respect to which Incentive Options are exercisable for the first
time by a Participant during any calendar year shall not exceed $100,000.
A Participant may exercise a stock option or stock appreciation right, if
then exercisable, in whole or in part by delivery to the Corporation of
written notice of the exercise, in such form as the Committee may prescribe,
accompanied, in the case of a stock option, by (i) payment for the shares with
respect to which the stock option is exercised in accordance with Paragraph
11. or (ii) in the Discretion of the Committee, irrevocable instructions to a
stock broker to promptly deliver to the Corporation full payment for the
shares with respect to which the stock option is exercised from the proceeds
of the stock broker's sale of or loan against the shares. Except as provided
in Paragraph 17, stock options and stock appreciation rights granted to a
Participant may be exercised only while the Participant is an employee of the
Corporation or a Subsidiary.
Successive stock options and stock appreciation rights may be granted to
the same Participant, whether or not the stock option(s) and stock
appreciation right(s) previously granted to such Participant remain
unexercised. A Participant may exercise a stock option or a stock
appreciation right, if then exercisable, notwithstanding that stock options
and stock appreciation rights previously granted to such Participant remain
unexercised.
The Committee in its sole discretion may by giving written notice
("Cancellation Notice") cancel, effective upon the date of any corporate
transaction described in Paragraph 22 hereof, any stock option or stock
appreciation right that remains unexercised on such date. The Cancellation
Notice shall be given a reasonable period of time prior to the proposed date
of cancellation and may be given either before or after shareholder approval
of such corporate transaction.
14. Non-transferability of Stock Options and Stock Appreciation Rights:
No stock option or stock appreciation right granted under the Plan to a
Participant shall be transferable by such Participant otherwise than by will
or by the laws of descent and distribution, and stock options and stock
appreciation rights shall be exercisable, during the lifetime of the
Participant, only by the Participant.
15. Term of Stock Options and Stock Appreciation Rights: If not sooner
terminated, each stock option and stock appreciation right granted hereunder
shall expire not more than 10 years from the date of the granting thereof;
provided, however, that with respect to an Incentive Option or a related stock
appreciation right granted to a Participant who, at the time of the grant,
owns (after applying the attribution rules of Section 424(d) of the Code) more
than 10% of the total combined voting stock of all classes of stock of the
Corporation or of any parent or subsidiary, such option and stock appreciation
right shall expire not more than five (5) years after the date of granting
thereof.
16. Continuation of Employment: The Committee may require, in its
Discretion, that any Participant under the Plan to whom a stock option or
stock appreciation right shall be granted shall agree in writing as a
condition of the granting of such stock option or stock appreciation right to
remain in the employ of the Corporation or a Subsidiary as an employee,
consultant or advisor for a designed minimum period from the date of the
granting of such stock option or stock appreciation right as shall be fixed by
the Committee.
17. Termination of Employment: If the employment or consultancy of a
Participant by the Corporation or a Subsidiary shall terminate, the Committee
may, in its Discretion, permit the exercise of stock options and stock
appreciation rights granted to such Participant (i) for a period not to exceed
three months following termination of employment with respect to Incentive
Options or related stock appreciation rights if termination of employment is
not due to death or permanent disability of the Participant, (ii) for a period
not to exceed one year following termination of employment with respect to
Incentive Options or related stock appreciation rights if termination of
employment is due to the death or permanent disability of the Participant, and
(iii) for a period not to extend beyond the expiration date with respect to
Nonqualified Options or related or independently granted stock appreciation
rights. In no event, however, shall a stock option or stock appreciation
right be exercisable subsequent to its expiration date and, furthermore,
unless the Committee in its Discretion determine otherwise, a stock option or
stock appreciation right may only be exercised after termination of a
Participant's employment or consultancy to the extent exercisable on the date
of such termination or to the extent exercisable as a result of the reason for
such termination. The period of time, if any, a Participant shall have to
exercise stock options or stock appreciation rights upon termination of
employment or consultancy shall be set forth in the Corporation-Participant
Agreement, subject to extension of such time period by the Committee in its
Discretion.
18. Restricted Stock Awards: Subject to the terms of the Plan, the
Committee may award shares of restricted stock to Participants. All shares of
restricted stock granted to Participants under the Plan shall be subject to
the following terms and conditions (and to such other terms and conditions
prescribed by the Committee):
a. At the time of each award of restricted shares, there shall be
established for the shares a restricted period, which shall be no less than
six months and no greater than five years. Such restricted period may differ
among Participants and may have different expiration dates with respect to
portions of shares covered by the same award.
b. Shares of restricted stock awarded to Participants may not be
sold, assigned, transferred, pledged, hypothecated or otherwise encumbered
during the restricted period applicable to such shares. Except for such
restrictions on transfer, a Participant shall have all of the rights of a
shareholder in respect of restricted shares awarded to him or her including,
but not limited to, the right to receive any dividends on, and the right to
vote, the shares.
c. If the employment of a Participant as an employee, consultant or
advisor of the Corporation or a Subsidiary terminates for any reason
(voluntary or involuntary, and with or without cause) other than death or
permanent disability, all shares theretofore awarded to the Participant which
are still subject to the restrictions imposed by Paragraph 18(b) shall upon
such termination of employment be forfeited and transferred back to the
Corporation, without payment of any consideration by the Corporation. In the
event such employment is terminated by action of the Corporation or a
Subsidiary without cause or by agreement between the Corporation or a
Subsidiary and the Participant, however, the Committee may, in its Discretion,
release some or all of the shares from the restrictions.
d. If the employment of a Participant as an employee, consultant or
advisor of the Corporation or a Subsidiary terminates by reason of death or
permanent disability, the restrictions imposed by Paragraph 18(b) shall lapse
upon the expiration of a ten day period following the death or determination
of permanent disability of a participant with respect to shares then subject
to such restrictions, unless otherwise determined by the Committee prior to
the expiration of the ten day period.
e. Stock certificates shall be issued in respect of shares of
restricted stock awarded hereunder and shall be registered in the name of the
Participant. Such certificates shall be deposited with the Corporation or its
designee, together with a stock power endorsed in blank, and, in the
Discretion of the Committee, a legend shall be placed upon such certificates
reflecting that the shares represented thereby are subject to restrictions
against transfer and forfeiture.
f. At the expiration of the restricted period applicable to the
shares, the Corporation shall deliver to the Participant or the legal
representative of the Participant's estate the stock certificates deposited
with it or its designee and as to which the restricted period has expired. If
a legend has been placed on such certificates, the Corporation shall cause
such certificates to be reissued without any legend which is no longer
applicable.
In the case of events such as stock dividends, stock splits,
recapitalizations. mergers, consolidations or reorganizations of or by the
Corporation, any stock, securities or other property which a Participant
receives or is entitled to receive by reason of his or her ownership of
restricted shares shall, unless otherwise determined by the Committee, be
subject to the same restrictions applicable to the restricted shares and shall
be deposited with the Corporation or its designee.
19. Investment Purpose: If the Committee in its Discretion determines
that as a matter of law such procedure is or may be desirable, it may require
a Participant, upon any acquisition of Common Stock hereunder (whether by
reason of the exercise of stock options or stock appreciation rights or the
award of restricted stock) and as a condition to the Corporation's obligation
to issue or deliver certificates representing such shares, to execute and
deliver to the Corporation a written statement, in form satisfactory to the
Committee, representing and warranting that the Participant's acquisition of
shares of stock shall be for such person's own account, for investment and not
with a view to the resale or distribution thereof and that any subsequent
offer for sale or sale of any such shares shall be made either pursuant to (a)
a registration statement on an appropriate form under the Securities Act of
1933, as amended (the "Securities Act"), which registration statement has
become effective and is current with respect to the shares being offered and
sold, or (b) a specific exemption from the registration requirements of the
Securities Act, but in claiming such exemption the Participant shall, prior to
any offer for sale or sale of such shares, obtain a favorable written opinion
from counsel for or approved by the Corporation as to the availability of such
exemption. The Corporation may endorse an appropriate legend referring to the
foregoing restriction upon the certificate or certificates representing any
shares issued or transferred to a Participant under the Plan.
20. Corporation's Right of First Refusal. A Participant cannot make a
valid transfer (as hereinafter defined) of any shares of Common Stock
acquired pursuant to this Plan (whether by reason of the of the exercise of
stock options or stock appreciation rights or the award of restricted stock)
the other 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 Corporation 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
"Offeror."
b. For a period of ten (10) business days after the Notice Date, the
Corporation 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 20. This right shall be exercisable by the Corporation
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 20, the term "transfer" means any sale,
encumbrance, pledge, or other form of disposition or transfer of shares of the
Corporation'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 20.
21. No Rights to Continued Employment: Nothing contained in the Plan or
in any stock option, stock appreciation right or restricted stock granted or
awarded pursuant to the Plan, nor any action taken by the Committee hereunder,
shall confer upon any Participant any right with respect to continuation of
employment as an employee, consultant or advisor of the Corporation or a
Subsidiary nor interfere in any way with the right of the Corporation or a
Subsidiary to terminate such person's employment at any time.
22. 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 Corporation or its stockholders to make or authorize any and all
adjustments, recapitalization, reorganizations or other changes in the
Corporation's capital structure or its business, or any merger or
consolidation of the Corporation, 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 Corporation, 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.
23. Withholding Payments: If upon the exercise of a Nonqualified Option
or stock appreciation right, or upon the award of restricted stock or the
expiration of restrictions applicable to restricted stock, or upon a
disqualifying disposition (within the meaning of Section 422 of the Code) of
shares acquired upon exercise of an Incentive Option, there shall be payable
by the Corporation or a Subsidiary any amount for income tax withholding, in
the Committee's Discretion, either the Corporation shall appropriately reduce
the amount of Common Stock or cash to be delivered or paid to the Participant
or the Participant shall pay such amount to the Corporation or Subsidiary to
reimburse it for such income tax withholding. The Committee may, in its
Discretion, permit Participants to satisfy such withholding obligations, in
whole or in part, by electing to have the amount of Common Stock delivered or
deliverable by the Corporation upon exercise of a stock option or stock
appreciation right or upon award of restricted stock appropriately reduced, or
by electing to tender Common Stock back to the Corporation subsequent to
exercise of a stock option or stock appreciation right or award of restricted
stock, to reimburse the Corporation or a Subsidiary for such income tax
withholding (any such election being irrevocable), subject to such rules and
regulations as the Committee may adopt, including such rules as it determines
appropriate with respect to Participants subject to the reporting requirements
of Section 16(a) o the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), to effect such tax withholding in compliance with the Rules
established by the Securities and Exchange Commission (the "Commission") under
Section 16 of the Exchange Act and the positions of the staff of the
Commission thereunder expressed in no-action letters exempting such tax
withholding from liability under Section 16(b) of the Exchange Act. The
Committee may make such other arrangements with respect to income tax
withholding as it shall determine.
24. Effectiveness of Plan: The Plan shall be effective on the date the
Board of Directors of the Corporation adopts the Plan, provided that the
shareholders of the Corporation approve the Plan within 12 months of its
adoption by the Board of Directors. Stock options, stock appreciation rights
and restricted stock may be granted or awarded prior to shareholder approval
of the Plan, but each such stock option, stock appreciation right or
restricted stock grant or award shall be subject to shareholder approval of
the Plan. No stock option or stock appreciation right may be exercised prior
to shareholder approval, and any restricted stock awarded is subject to
forfeiture if such shareholder approval is not obtained.
25. Termination, Duration and Amendments of Plan: The Plan may be
abandoned or terminated at any time by the Board of Directors of the
Corporation. Unless sooner terminated, the Plan shall terminate on the date
ten years after its adoption by the Board of Directors, and no stock options,
stock appreciation rights or restricted stock may be granted or awarded
thereafter. The termination of the Plan shall not affect the validity of any
stock option, stock appreciation right or restricted stock outstanding on the
date of termination.
For the purpose of conforming to any changes in applicable law or
governmental regulations, or for any other lawful purpose, the Board of
Directors shall have the right, with or without approval of the shareholders
of the Corporation, to amend or revise the terms of the Plan at any time.
26. 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 Corporation of all of the shares of Stock
included in Participant awards, the Corporation 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 Corporation, then
(1) The Plan Administrator shall make concomitant adjustments in the maximum
outstanding Participant awards specified in Section 3.2 as appropriate; and
(2) 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.
27. Mergers and Consolidations. In case at any time the Corporation
shall be a party to any transaction (including, without limitation, a merger,
consolidation, sale of all or substantially all of the Corporation'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 Corporation (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 Corporation (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 Corporation"), 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 Corporation
or its successor (or an agent designated by the Corporation or such successor)
until the restrictions as set forth in Section 3.6 of this Agreement shall
have lapsed.
28. 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 Corporation 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.
29. 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 subparagraph 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 Corporation. 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
Corporation. If a Participant fails to designate a beneficiary, then his or
her estate shall be deemed to be his beneficiary.
30. 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 Corporation's
intention to do so. Each Participant shall be a general and unsecured
creditor of the Corporation 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 this Plan shall be deemed the
property of the Participant in whose name they are issued subject to the
ownership and transfer restrictions described elsewhere. With respect to such
Stock the Corporation shall be deemed a custodian.
31. Taxation of Awards. Awards under this Plan will be compensation
subject to federal and state taxes.
32. 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 Corporation's retirement plans (both
qualified and non-qualified) or welfare benefit plans.
33. 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.
34. 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.
35. Headings. Headings contained in this Plan are for convenience only
and shall in no event be construed as part of this Plan.
SPLIT-DOLLAR AGREEMENT
THIS SPLIT DOLLAR AGREEMENT ("Agreement") is made and entered into as of
the 17th day of October, 1995, by and among INTERNATIONAL SPEEDWAY
CORPORATION, a Florida corporation (hereinafter referred to as the
"Corporation"), WILLIAM C. FRANCE ("William"), BETTY JANE FRANCE ("Betty
Jane") and DESERT TRANQUILITY LIMITED PARTNERSHIP, a Nevada limited
partnership, by and through its sole general partner, WESTERN SANDUNE CORP., a
Nevada corporation (the "Owner").
R E C I T A T I O N S
A. William is an executive officer of the Corporation.
B. William and Betty Jane (referred to hereinafter together as the
"Insureds") are husband and wife.
C. The Corporation desires to help William create a life insurance
program for the benefit of his family by the establishment of a split-dollar
life insurance plan and the payment of a portion of the premiums on the
second-to-die life insurance policies described on Schedule "A" attached
hereto (collectively, the "Policy") on the lives of the Insureds.
D. The Owner possesses or will possess all incidents of ownership in
and to the Policy.
E. The Corporation wishes to have the Policy collaterally assigned to
it by the Owner, in order to secure the repayment of the amounts that the
Corporation paid or will pay in respect of the premiums on the Policy as more
fully specified herein.
F. The parties intend that by such collateral assignment the
Corporation shall receive only the right to such repayment, with the Owner
retaining all other ownership rights in the Policy, as specified herein.
O P E R A T I V E P R O V I S I O N S
IN CONSIDERATION of the foregoing recitations, the mutual covenants of
the parties set forth herein and other good and valuable considerations, the
receipt and sufficiency of which are acknowledged hereby, the parties hereto,
intending legally to be bound, agree as follows:
1. PURCHASE OF POLICY. The Owner has applied to the Insurance
Company for the Policy, and with the assistance of the Corporation, will take
all reasonable steps to cause the Policy to be issued. When the Policy is
issued, the insurance company, policy number, effective date, face amount and
plan of insurance shall be recorded on Schedule A attached hereto, and the
Policy shall become subject to the terms of this Agreement. The Owner owns or
will own the Policy issued by the insurers described on Schedule "A" attached
hereto (collectively, the "Insurer"). The parties hereto have taken or will
take all action that may be necessary to cause the Policy to conform to the
provisions of this Agreement.
2. OWNERSHIP OF POLICY.
(a) The Owner shall be the sole and absolute owner of the Policy
and may exercise all ownership rights granted to the owner thereof by the
terms of the Policy, except as may otherwise be provided herein.
(b) It is the intention of the parties to this Agreement and the
collateral assignment executed by the Owner in favor of the Corporation in
connection herewith that the Owner shall retain all rights that the Policy
grants to the owner thereof, except the right of the Corporation to its
Collateral Interest in the Policy. The Corporation's "Collateral Interest" in
the Policy shall mean the aggregate sum of all premiums then or theretofore
paid by the Corporation to the Insurance Company and credited to the Policy,
including any amounts considered taxable "economic benefit" to the Insureds as
a result of such premium payments. The Corporation shall neither have nor
exercise any right as collateral assignee of the Policy that could in any way
defeat or impair the Owner's right to receive the death proceeds of the Policy
in excess of the amount due the Corporation hereunder. All provisions of this
Agreement and of such collateral assignment shall be construed so as to carry
out such intention.
3. PAYMENT OF PREMIUMS.
(a) The Owner may elect to pay part or all of any premiums on
the Policy and shall deliver notice of such election to the Corporation on or
before the premium due date.
(b) The Corporation shall advance on behalf of the Owner an
amount equal to all premiums on the Policy not paid by the Owner. The amount
advanced by the Corporation shall not exceed $750,000 per year for a period
not exceeding eight years. The Corporation shall pay all such advances
directly to the Insurer within the grace period following the due date of each
such premium.
(c) It is currently anticipated that on the date first set forth
above and each anniversary date thereof the Corporation shall advance annually
out of its own funds a sufficient sum to make up the requisite net annual
premium (*i.e., the full premium less the amount that the Owner has
contributed). While both Insureds are alive, the Insureds shall be deemed to
receive a taxable economic benefit in an amount equal to the sum of v * qx *
qy' where v = 1/1.025, qx and qy = the annual mortality rates for ages x and
y, respectively, computed from the values in U.S. Life Table 38, and x and y =
the ages of William and Betty Jane, respectively, on the due date of each
annual premium. After the death of the first of the Insureds to die, the
surviving Insured shall be deemed to receive a taxable economic benefit in an
amount equal to the economic benefit based on the surviving Insured pursuant
to the provisions of Rev. Rul. 64-328, 1964-2 CB 11, Rev. Rul. 66-110, 1966-1
CB 12, Rev. Rul. 55-747, 1955-2 CB 228 and Rev. Rul. 67-154, 1967-1 CB 11.
5. PAYMENT OF BONUSES. In order to minimize the tax consequences of
this plan on the Insureds during the term of this Agreement the Corporation
agrees to provide additional annual compensation in the form of a bonus to the
Insureds for a period of no more than 15 years in an amount equal to the
applicable federal income taxes on the taxable economic benefit as a result of
the premium payments by the Corporation plus an amount equal to the applicable
federal income taxes on the aggregate bonuses.
6. COLLATERAL ASSIGNMENT. To secure the repayment to the Corporation
of its Collateral Interest in the Policy, the Owner shall assign the Policy to
the Corporation as collateral, pursuant to the form of collateral assignment
attached hereto as Exhibit "1" (the "Collateral Assignment"). Such repayment
shall not exceed (i) the cash surrender value of the Policy if this Agreement
is terminated or if the Owner surrenders or cancels the Policy, or (ii) the
death proceeds of the Policy if both of the Insureds should die while the
Policy and this Agreement remain in force. In no event shall the Corporation
have any right to borrow against the Policy. The Collateral Assignment of the
Policy to the Corporation hereunder shall not be terminated, altered or
amended by the Owner without the express written consent of the Corporation.
The parties hereto agree to take all action necessary to cause such Collateral
Assignment to conform to the provisions of this Agreement.
7. LIMITATION ON OWNER'S RIGHTS IN POLICY.
(a) The Owner shall take no action with respect to the Policy
that would in any way compromise or jeopardize the Corporation's right to be
repaid its Collateral Interest in the Policy.
(b) The Owner shall have the sole right to surrender or cancel
the Policy and to receive the full cash surrender value of the Policy directly
from the Insurer. Upon the surrender or cancellation of the Policy, the
Corporation shall have the unqualified right to receive its Collateral
Interest in the Policy. Immediately upon receipt of the cash value, the Owner
shall pay to the Corporation its Collateral Interest in the Policy.
8. COLLECTION OF DEATH PROCEEDS.
(a) Following the deaths of both Insureds, the Corporation and
the Owner promptly shall take all action necessary to obtain the death benefit
provided under the Policy.
(b) The Corporation shall have the unqualified right to receive
a portion of such death benefit equal to its Collateral Interest in the
Policy. The balance of the death benefit provided under the Policy, if any,
shall be paid directly to the Owner, pursuant to the beneficiary designation
for the Policy. In no event shall the amount payable to the Corporation
hereunder exceed the Policy proceeds payable at the death of the Insureds. No
amount shall be paid from such death benefit by the Owner until the full
amount due the Corporation hereunder has been paid. The parties hereto agree
that the beneficiary designation provisions of the Policy shall conform to the
provisions hereof.
9. TERMINATION OF AGREEMENT.
(a) This Agreement shall terminate, without notice, upon the
occurrence of (i) the total cessation of the business of the Corporation or
(ii) the bankruptcy, receivership or dissolution of the Corporation.
(b) In addition, the Corporation or the Owner shall have the
right to terminate this Agreement, by written notice to the other parties
hereto, at any time that the cash surrender value of the Policy equals or
exceeds the aggregate sum of all premiums then or theretofore paid by the
Corporation to the Insurance Company and credited to the Policy, including
amounts considered "economic benefit" to the Insureds as a result of such
premium payments. Such termination shall be effective as of the date of such
notice.
10. DISPOSITION OF POLICY ON TERMINATION OF AGREEMENT.
(a) Within sixty (60) days following the date of the termination
of this Agreement, the Owner shall obtain from the Corporation the release of
the Collateral Assignment of the Policy. To obtain such release, the Owner
shall repay to the Corporation its Collateral Interest in the Policy. Upon
receipt of such amount, the Corporation shall release the Collateral
Assignment of the Policy by the execution and delivery of an appropriate
instrument of release.
(b) If the Owner fails to obtain the release of the Collateral
Assignment within such sixty (60) day period, then the Corporation may enforce
its right to be repaid its Collateral Interest in the Policy from the cash
surrender value of the Policy under the Collateral Assignment of the Policy.
11. INSURER NOT A PARTY. The Insurer shall be fully discharged from
its obligations under the Policy by payment of the Policy death benefits to
the beneficiary or beneficiaries named in the Policy, subject to the terms and
conditions of the Policy. In no event shall the Insurer be considered a party
to this Agreement or any modification or amendment thereof. No provision of
this Agreement, or of any modification or amendment hereof, shall be construed
in any way as enlarging, changing, varying or in any other way affecting the
obligations of the Insurer as expressly provided in the Policy, except insofar
as the provisions hereof are made a part of the Policy by the Collateral
Assignment executed by the Owner and filed with the Insurer in connection
herewith.
12. NAMED FIDUCIARY; DETERMINATION OF BENEFITS; CLAIMS PROCEDURE; AND
ADMINISTRATION.
(a) The Corporation is hereby designated as the named fiduciary
under this Agreement. The named fiduciary shall have authority to control and
manage the operation and administration of this Agreement. All premiums in
respect of the Policy shall be paid to the Insurer when due, pursuant to
Paragraph 3 of this Agreement.
(b) The Corporation shall make all determinations concerning
rights to benefits under this Agreement. Any decision by the Corporation
denying a claim by the Owner for benefits under this Agreement shall be stated
in writing and delivered or mailed to the Owner. Such decision shall set
forth the specific reasons for the denial, written, to the best of the
Corporation's ability, in a manner that may be understood without legal or
actuarial counsel. In addition, the Corporation shall afford a reasonable
opportunity to the Owner for a full and fair review of the decision denying
such claim. In no event shall the Corporation, acting as the named fiduciary,
perform any such act that violates the prohibited transaction rules of the
Employee Retirement Income Security Act of 1974.
13. AMENDMENT. This Agreement may not be amended, altered or
modified, except by a written instrument signed by the parties hereto or their
respective successors or assigns, and may not be terminated otherwise, except
as provided herein.
14. BINDING EFFECT. This Agreement shall be binding upon and inure
to the benefit of the Corporation and the Owner, and their respective
successors and assigns, and the Insureds, and their respective successors,
assigns, heirs, executors and administrators.
15. NOTICE. Any notice, consent, demand or other communication
required or permitted to be given under the provisions of this Agreement shall
be in writing (including telefacsimile transmission or similar writing) and
shall be given to such party at its address or telefacsimile number set forth
on Schedule "B" attached hereto or as given subsequently to the sender by the
addressee. Such notice shall be signed by the party giving or making the
same. If such notice, consent, demand or other communication is mailed to a
party hereto, it shall be sent by United States certified mail, postage
prepaid, properly addressed. Each such notice, consent, demand or other
communication shall be effective (i) if given by mail, 72 hours after such
communication is deposited in the mails as aforesaid or (ii) if given by any
other means, when delivered at the address specified.
16. GOVERNING LAW. This Agreement, and the rights of the parties
hereunder, shall be governed by and construed in accordance with the laws of
the State of Nevada.
IN WITNESS WHEREOF, the parties hereto have executed this agreement as of
the day and year first above written.
CORPORATION:
INTERNATIONAL SPEEDWAY
CORPORATION, a Florida Corporation
Attest: /s/ Lesa D. Kennedy By: /s/ James C. France
Lesa D. Kennedy James C. France
Secretary President
<PAGE>
<PAGE>
WITNESSES: INSUREDS:
/s/ Robert E. Smith /s/ William C. France
Robert E. Smith WILLIAM C. FRANCE
/s/ Geraldine McMullin
Geraldine McMullin
/s/ Robert E. Smith /s/ Betty Jane France
Robert E. Smith BETTY JANE FRANCE
/s/ Geraldine McMullin
Geraldine McMullin
OWNER:
DESERT TRANQUILITY LIMITED
PARTNERSHIP, a Nevada Limited
Partnership
By: WESTERN SANDUNE CORP. a Nevada
corporation, its sole general
partner
Attest: /s/ William C. France By: /s/ William C. France
William C. France William C. France
Secretary President
<PAGE>
<PAGE> SCHEDULE "A"
INSURANCE POLICIES
It is agreed, pursuant to the foregoing Split-Dollar Agreement dated
October 17, 1995, that the policies of life insurance described below shall be
subject to the provisions of said Agreement.
Company Policy # Face Amount Insureds
Connecticut General 7016557 $12,500,000.00 William C.
Insurance Company France and Betty
Jane France
John Hancock Mutual 80126808 $ 7,800,000.00 William C.
Life Insurance Company France and Betty
Jane France
<PAGE>
<PAGE> SCHEDULE "B"
ADDRESS OF PARTIES
International Speedway Corporation
Attn: Lesa D. Kennedy
Post Office Box 2801
Daytona Beach, Florida 32120-2801
Desert Tranquility Limited Partnership
c/o Western Sandune Corp.
245 East Liberty Street, 3rd Floor
Reno, Nevada 89501
William C. France
Betty Jane France
1600 South Peninsula Drive
Daytona Beach, Florida 32118
<PAGE>
<PAGE> EXHIBIT "1"
FORM OF COLLATERAL ASSIGNMENT
<PAGE>
<PAGE>
COLLATERAL ASSIGNMENT OF LIFE INSURANCE POLICY
A. FOR VALUE RECEIVED, the undersigned (hereinafter the "Owner")
hereby assigns, transfers and sets over to INTERNATIONAL SPEEDWAY CORPORATION,
a Florida corporation, its successors and assigns (hereinafter the
"Assignee"), the following specific rights (and only those specific rights) in
and to the policies listed on Exhibit A issued by the respective insurers
(hereinafter the "Insurers") shown on Exhibit A, and any supplementary
contract or contracts issued in connection therewith (said policies and any
such contracts hereinafter the "Policies"), insuring the lives of William C.
France and Betty Jane France (hereinafter the "Insureds"), subject to all the
terms and conditions of the Policies and to all superior liens, if any, which
the Insurers may have against the Policies. The Owner, by this Assignment, and
the Assignee, by acceptance of the assignment of the Policies to it hereunder,
agree to the terms and conditions contained herein.
B. This assignment is made, and the Policies are to be held as
collateral security for, all liabilities of the Owner to the Assignee, now
existing or hereafter arising under and pursuant to that certain Split-Dollar
Agreement, by and between the Owner and the Assignee dated of even date
herewith (hereinafter the "Agreement"). The Owner reserves all rights and
powers in and to the Policies, except those specific, limited rights granted
in the Policies to the Assignee hereby, as security for the liabilities of the
Owner to the Assignee under the Agreement.
C. It is expressly agreed that the Assignee's interest in the
Policies under and by virtue of this Assignment shall be limited to the
following specific rights, and no others: (a) the right to be paid the amount
due it under the Agreement by recovering said amount out of the net death
proceeds of the Policies, upon the death of the survivor of the Insureds; and
(b) the right to be paid the amount due it under the Agreement by recovering
said amount from the net cash surrender proceeds of the Policies, in the event
the Policies are surrendered or canceled by the Owner. The Assignee shall have
no other rights or powers in and to the Policies as a result of the assignment
to it hereunder and specifically shall not have the right or power to borrow
against or obtain loans or advances on the Policies, make withdrawals from the
Policies, nor cancel or surrender the Policies.
D. Notwithstanding this Assignment, the Owner shall specifically
retain all incidents of ownership in and to the Policies, including, but not
limited to: (a) the sole right to cancel or surrender the Policies and receive
the surrender value thereof at any time provided by the terms of the Policies
and at such other times as the Insurers may allow; (b) the sole right to
collect and receive all distributions or shares of surplus, dividend deposits
or additions to the Policies now or hereafter made or apportioned thereto, and
to exercise any and all options contained in the Policies with respect
thereto; (c) the sole right to exercise all non-forfeiture rights permitted by
the terms of the Policies or allowed by the Insurers and to receive all
benefits and advantages derived therefrom; (d) the sole right to designate and
change the beneficiaries of the Policies (for any amount in excess of the
amount due the Assignee under the Agreement); (e) the sole right to elect any
optional mode of settlement permitted by the Policies or allowed by the
Insurer: (f) the sole right to borrow against, obtain loans or advances on,
or make withdrawals from the Policies; (g) the sole right to assign the
Policies (subject to this Assignment and Agreement); and (h) the sole right to
collect directly from the Insurers that portion of the net death proceeds of
the Policies in excess of those proceeds payable to the Assignee under the
Agreement; provided, however, that all of the foregoing rights retained by the
Owner in the Policies shall be subject to the terms and conditions of the
Agreement.
E. Notwithstanding anything in this Assignment to the contrary, the
Insurers shall be under no obligation to monitor the obligation of the
Assignee hereunder to pay to the persons entitled thereto any amounts received
from the Insurers remaining after payment of the then existing liabilities of
the Owner to the Assignee under the Agreement; the Insurers shall have no
obligation or liability to any person or entity if the Assignee fails to pay
such amounts as required hereunder.
F. The Insurers are hereby authorized to recognize, and are protected
in recognizing, the Assignee's claims to amounts due it hereunder without
investigating the validity of its claim thereto, the reason for any action
taken by the Assignee, the validity or accuracy of the amount of any of the
liabilities of the Owner to the Assignee under the Agreement, the existence of
any default therein, the giving of any notice required herein, or the
application to be made by the Assignee of any amounts to be paid to the
Assignee. The sole receipt of the Assignee for any amounts received by it
shall be a full discharge and release therefor to the Insurer.
G. Except as otherwise provided in the Agreement, the Assignee shall
be under no obligation to pay any premium on the Policies or the principal of
or interest on any loans or advances on the Policies, whether or not obtained
by the Assignee, or any other charges on the Policies.
H. The Insurers shall be fully protected in recognizing the request
made by the Owner for cancellation or surrender of the Policies, with or
without the consent of the Assignee, and upon such cancellation or surrender,
the Policies shall be terminated and be of no further force or effect.
I. Upon the full payment of the liabilities of the Owner to the
Assignee pursuant to the Agreement, the Assignee shall promptly release this
Assignment and thereby reassign to the Owner all specific rights in the
Policies included herein.
J. The Assignee may take or release other security, may grant
extensions, renewals or indulgences with respect to the obligations of the
Owner to the Assignee under the Agreement, or may apply the proceeds of the
Policies hereby assigned or any amount received on account of the policies by
the exercise of any right permitted under this assignment, without resorting
to or regard to other security for such obligations, if any.
K. In the event of any conflict between the provisions of this
Assignment and the provisions of the Agreement with respect to the Policies or
the Assignee's rights therein, the provisions of this Assignment shall
prevail.
L. The Owner declares that no proceedings in bankruptcy are pending
against the Owner, and that the Owner's property is not subject to any
assignment for the benefit of creditors of the Owner.
Signed and sealed this ______ day of October, 1995.
DESERT TRANQUILITY LIMITED
PARTNERSHIP, a Nevada limited
partnership
By: WESTERN SANDUNE CORP., a
Nevada corporation, its sole general
partner
By: _________________________________
William C. France, President
ACKNOWLEDGMENT OF INSURANCE COMPANY
The undersigned Insurance Company hereby acknowledges receipt of an original
counterpart of this Collateral Assignment and that the same has been filed at
its home office and noted on its records.
Dated: ______________________, 1995 By: ____________________________
President or Authorized Officer
<PAGE>
<PAGE> EXHIBIT A
The policies of life insurance described below, on the lives of William
C. France and his wife, Betty Jane France, are subject to the provisions of
this Assignment.
Company Policy # Face Amount
SPLIT-DOLLAR AGREEMENT
THIS SPLIT DOLLAR AGREEMENT ("Agreement") is made and entered into as of
the 17th day of October, 1995, by and among INTERNATIONAL SPEEDWAY
CORPORATION, a Florida corporation (hereinafter referred to as the
"Corporation"), JAMES C. FRANCE ("James"), SHARON M. FRANCE ("Sharon") and J &
S POLICY LIMITED PARTNERSHIP, a Nevada limited partnership, by and through its
sole general partner, TERTIARY INVESTMENT COMPANY, a Nevada corporation (the
"Owner").
R E C I T A T I O N S
A. James is an executive officer of the Corporation.
B. James and Sharon (referred to hereinafter together as the
"Insureds") are husband and wife.
C. The Corporation desires to help James create a life insurance
program for the benefit of his family by the establishment of a split-dollar
life insurance plan and the payment of a portion of the premiums on the
second-to-die life insurance policies described on Schedule "A" attached
hereto (collectively, the "Policy") on the lives of the Insureds.
D. The Owner possesses or will possess all incidents of ownership in
and to the Policy.
E. The Corporation wishes to have the Policy collaterally assigned to
it by the Owner, in order to secure the repayment of the amounts that the
Corporation paid or will pay in respect of the premiums on the Policy as more
fully specified herein.
F. The parties intend that by such collateral assignment the
Corporation shall receive only the right to such repayment, with the Owner
retaining all other ownership rights in the Policy, as specified herein.
O P E R A T I V E P R O V I S I O N S
IN CONSIDERATION of the foregoing recitations, the mutual covenants of
the parties set forth herein and other good and valuable considerations, the
receipt and sufficiency of which are acknowledged hereby, the parties hereto,
intending legally to be bound, agree as follows:
1. PURCHASE OF POLICY. The Owner has applied to the Insurance
Company for the Policy, and with the assistance of the Corporation, will take
all reasonable steps to cause the Policy to be issued. When the Policy is
issued, the insurance company, policy number, effective date, face amount and
plan of insurance shall be recorded on Schedule A attached hereto, and the
Policy shall become subject to the terms of this Agreement. The Owner owns or
will own the Policy issued by the insurers described on Schedule "A" attached
hereto (collectively, the "Insurer"). The parties hereto have taken or will
take all action that may be necessary to cause the Policy to conform to the
provisions of this Agreement.
2. OWNERSHIP OF POLICY.
(a) The Owner shall be the sole and absolute owner of the Policy
and may exercise all ownership rights granted to the owner thereof by the
terms of the Policy, except as may otherwise be provided herein.
(b) It is the intention of the parties to this Agreement and the
collateral assignment executed by the Owner in favor of the Corporation in
connection herewith that the Owner shall retain all rights that the Policy
grants to the owner thereof, except the right of the Corporation to its
Collateral Interest in the Policy. The Corporation's "Collateral Interest" in
the Policy shall mean the aggregate sum of all premiums then or theretofore
paid by the Corporation to the Insurance Company and credited to the Policy,
including any amounts considered taxable "economic benefit" to the Insureds as
a result of such premium payments. The Corporation shall neither have nor
exercise any right as collateral assignee of the Policy that could in any way
defeat or impair the Owner's right to receive the death proceeds of the Policy
in excess of the amount due the Corporation hereunder. All provisions of this
Agreement and of such collateral assignment shall be construed so as to carry
out such intention.
3. PAYMENT OF PREMIUMS.
(a) The Owner may elect to pay part or all of any premiums on
the Policy and shall deliver notice of such election to the Corporation on or
before the premium due date.
(b) The Corporation shall advance on behalf of the Owner an
amount equal to all premiums on the Policy not paid by the Owner. The amount
advanced by the Corporation shall not exceed $455,000 per year for a period
not exceeding eight years. The Corporation shall pay all such advances
directly to the Insurer within the grace period following the due date of each
such premium.
(c) It is currently anticipated that on the date first set forth
above and each anniversary date thereof the Corporation shall advance annually
out of its own funds a sufficient sum to make up the requisite net annual
premium (*i.e., the full premium less the amount that the Owner has
contributed). While both Insureds are alive, the Insureds shall be deemed to
receive a taxable economic benefit in an amount equal to the sum of v * qx *
qy' where v = 1/1.025, qx and qy = the annual mortality rates for ages x and
y, respectively, computed from the values in U.S. Life Table 38, and x and y =
the ages of James and Sharon, respectively, on the due date of each annual
premium. After the death of the first of the Insureds to die, the surviving
Insured shall be deemed to receive a taxable economic benefit in an amount
equal to the economic benefit based on the surviving Insured pursuant to the
provisions of Rev. Rul. 64-328, 1964-2 CB 11, Rev. Rul. 66-110, 1966-1 CB 12,
Rev. Rul. 55-747, 1955-2 CB 228 and Rev. Rul. 67-154, 1967-1 CB 11.
5. PAYMENT OF BONUSES. In order to minimize the tax consequences of
this plan on the Insureds during the term of this Agreement the Corporation
agrees to provide additional annual compensation in the form of a bonus to the
Insureds for a period of no more than 15 years in an amount equal to the
applicable federal income taxes on the taxable economic benefit as a result of
the premium payments by the Corporation plus an amount equal to the applicable
federal income taxes on the aggregate bonuses.
6. COLLATERAL ASSIGNMENT. To secure the repayment to the Corporation
of its Collateral Interest in the Policy, the Owner shall assign the Policy to
the Corporation as collateral, pursuant to the form of collateral assignment
attached hereto as Exhibit "1" (the "Collateral Assignment"). Such repayment
shall not exceed (i) the cash surrender value of the Policy if this Agreement
is terminated or if the Owner surrenders or cancels the Policy, or (ii) the
death proceeds of the Policy if both of the Insureds should die while the
Policy and this Agreement remain in force. In no event shall the Corporation
have any right to borrow against the Policy. The Collateral Assignment of the
Policy to the Corporation hereunder shall not be terminated, altered or
amended by the Owner without the express written consent of the Corporation.
The parties hereto agree to take all action necessary to cause such Collateral
Assignment to conform to the provisions of this Agreement.
7. LIMITATION ON OWNER'S RIGHTS IN POLICY.
(a) The Owner shall take no action with respect to the Policy
that would in any way compromise or jeopardize the Corporation's right to be
repaid its Collateral Interest in the Policy.
(b) The Owner shall have the sole right to surrender or cancel
the Policy and to receive the full cash surrender value of the Policy directly
from the Insurer. Upon the surrender or cancellation of the Policy, the
Corporation shall have the unqualified right to receive its Collateral
Interest in the Policy. Immediately upon receipt of the cash value, the Owner
shall pay to the Corporation its Collateral Interest in the Policy.
8. COLLECTION OF DEATH PROCEEDS.
(a) Following the deaths of both Insureds, the Corporation and
the Owner promptly shall take all action necessary to obtain the death benefit
provided under the Policy.
(b) The Corporation shall have the unqualified right to receive
a portion of such death benefit equal to its Collateral Interest in the
Policy. The balance of the death benefit provided under the Policy, if any,
shall be paid directly to the Owner, pursuant to the beneficiary designation
for the Policy. In no event shall the amount payable to the Corporation
hereunder exceed the Policy proceeds payable at the death of the Insureds. No
amount shall be paid from such death benefit by the Owner until the full
amount due the Corporation hereunder has been paid. The parties hereto agree
that the beneficiary designation provisions of the Policy shall conform to the
provisions hereof.
9. TERMINATION OF AGREEMENT.
(a) This Agreement shall terminate, without notice, upon the
occurrence of (i) the total cessation of the business of the Corporation or
(ii) the bankruptcy, receivership or dissolution of the Corporation.
(b) In addition, at any time, the Corporation or the Owner shall
have the right to terminate this Agreement, by written notice to the other
parties hereto, at any time that the cash surrender value of the Policy equals
or exceeds the aggregate sum of all premiums then or theretofore paid by the
Corporation to the Insurance Company and credited to the Policy, including
amounts considered "economic benefit" to the Insureds as a result of such
premium payments. Such termination shall be effective as of the date of such
notice.
10. DISPOSITION OF POLICY ON TERMINATION OF AGREEMENT.
(a) Within sixty (60)days following the date of the termination
of this Agreement, the Owner shall obtain from the Corporation the release of
the Collateral Assignment of the Policy. To obtain such release, the Owner
shall repay to the Corporation its Collateral Interest in the Policy. Upon
receipt of such amount, the Corporation shall release the Collateral
Assignment of the Policy by the execution and delivery of an appropriate
instrument of release.
(b) If the Owner fails to obtain the release of the Collateral
Assignment within such sixty (60) day period, then the Corporation may enforce
its right to be repaid its Collateral Interest in the Policy from the cash
surrender value of the Policy under the Collateral Assignment of the Policy.
11. INSURER NOT A PARTY. The Insurer shall be fully discharged from
its obligations under the Policy by payment of the Policy death benefits to
the beneficiary or beneficiaries named in the Policy, subject to the terms and
conditions of the Policy. In no event shall the Insurer be considered a party
to this Agreement or any modification or amendment thereof. No provision of
this Agreement, or of any modification or amendment hereof, shall be construed
in any way as enlarging, changing, varying or in any other way affecting the
obligations of the Insurer as expressly provided in the Policy, except insofar
as the provisions hereof are made a part of the Policy by the Collateral
Assignment executed by the Owner and filed with the Insurer in connection
herewith.
12. NAMED FIDUCIARY; DETERMINATION OF BENEFITS; CLAIMS PROCEDURE; AND
ADMINISTRATION.
(a) The Corporation is hereby designated as the named fiduciary
under this Agreement. The named fiduciary shall have authority to control and
manage the operation and administration of this Agreement. All premiums in
respect of the Policy shall be paid to the Insurer when due, pursuant to
Paragraph 3 of this Agreement.
(b) The Corporation shall make all determinations concerning
rights to benefits under this Agreement. Any decision by the Corporation
denying a claim by the Owner for benefits under this Agreement shall be stated
in writing and delivered or mailed to the Owner. Such decision shall set
forth the specific reasons for the denial, written, to the best of the
Corporation's ability, in a manner that may be understood without legal or
actuarial counsel. In addition, the Corporation shall afford a reasonable
opportunity to the Owner for a full and fair review of the decision denying
such claim. In no event shall the Corporation, acting as the named fiduciary,
perform any such act that violates the prohibited transaction rules of the
Employee Retirement Income Security Act of 1974.
13. AMENDMENT. This Agreement may not be amended, altered or
modified, except by a written instrument signed by the parties hereto or their
respective successors or assigns, and may not be terminated otherwise, except
as provided herein.
14. BINDING EFFECT. This Agreement shall be binding upon and inure
to the benefit of the Corporation and the Owner, and their respective
successors and assigns, and the Insureds, and their respective successors,
assigns, heirs, executors and administrators.
15. NOTICE. Any notice, consent, demand or other communication
required or permitted to be given under the provisions of this Agreement shall
be in writing (including telefacsimile transmission or similar writing) and
shall be given to such party at its address or telefacsimile number set forth
on Schedule "B" attached hereto or as given subsequently to the sender by the
addressee. Such notice shall be signed by the party giving or making the
same. If such notice, consent, demand or other communication is mailed to a
party hereto, it shall be sent by United States certified mail, postage
prepaid, properly addressed. Each such notice, consent, demand or other
communication shall be effective (i) if given by mail, 72 hours after such
communication is deposited in the mails as aforesaid or (ii) if given by any
other means, when delivered at the address specified.
16. GOVERNING LAW. This Agreement, and the rights of the parties
hereunder, shall be governed by and construed in accordance with the laws of
the State of Nevada.
IN WITNESS WHEREOF, the parties hereto have executed this agreement as of
the day and year first above written.
CORPORATION:
INTERNATIONAL SPEEDWAY
CORPORATION, a Florida Corporation
Attest: /s/ Lesa D. Kennedy By: /s/ William C. France
Lesa D. Kennedy William C. France
Secretary Chairman & CEO
<PAGE>
<PAGE>
WITNESSES: INSUREDS:
/s/Susan G. Schandel /s/ James C. France
Susan G. Schandel JAMES C. FRANCE
/s/ W. G. Crotty
W. G. Crotty
/s/ Robert E. Smith /s/ Sharon M. France
Robert E. Smith SHARON M. FRANCE
/s/ Lorraine Gerardo
Lorraine Gerardo
OWNER:
J & S POLICY LIMITED PARTNERSHIP,
a Nevada Limited Partnership
By: TERTIARY INVESTMENT COMPANY a Nevada
corporation, its sole general partner
Attest: /s/ James C. France By: /s/ James C. France
James C. France James C. France
Secretary President
<PAGE>
<PAGE> SCHEDULE "A"
INSURANCE POLICIES
It is agreed, pursuant to the foregoing Split-Dollar Agreement dated
October 17, 1995, that the policies of life insurance described below shall be
subject to the provisions of said Agreement.
Company Policy # Face Amount Insureds
Connecticut General 7016559 $12,500,000.00 James C. France
Life Insurance Company and Sharon France
John Hancock Mutual 80126782 $ 7,800,000.00 James C. France
Life Insurance Company and Sharon France
<PAGE>
<PAGE> SCHEDULE "B"
ADDRESSES OF PARTIES
International Speedway Corporation
Attn: Lesa D. Kennedy
Post Office Box 2801
Daytona Beach, Florida 32120-2801
J & S Policy Limited Partnership
c/o Tertiary Investment Company
245 East Liberty Street, 3rd Floor
Reno, Nevada 89501
James C. France
Sharon M. France
125 Seminole Drive
Ormond Beach, Florida 32174
<PAGE>
<PAGE> EXHIBIT "1"
FORM OF COLLATERAL ASSIGNMENT
<PAGE>
<PAGE> COLLATERAL ASSIGNMENT OF LIFE INSURANCE POLICY
A. FOR VALUE RECEIVED, the undersigned (hereinafter the "Owner")
hereby assigns, transfers and sets over to INTERNATIONAL SPEEDWAY CORPORATION,
a Florida corporation, its successors and assigns (hereinafter the
"Assignee"), the following specific rights (and only those specific rights) in
and to the policies listed on Exhibit A issued by the respective insurers
(hereinafter the "Insurers") shown on Exhibit A, and any supplementary
contract or contracts issued in connection therewith (said policies and any
such contracts hereinafter the "Policies"), insuring the lives of James C.
France and Sharon M. France (hereinafter the "Insureds"), subject to all the
terms and conditions of the Policies and to all superior liens, if any, which
the Insurers may have against the Policies. The Owner, by this Assignment, and
the Assignee, by acceptance of the assignment of the Policies to it hereunder,
agree to the terms and conditions contained herein.
B. This assignment is made, and the Policies are to be held as
collateral security for, all liabilities of the Owner to the Assignee, now
existing or hereafter arising under and pursuant to that certain Split-Dollar
Agreement, by and between the Owner and the Assignee dated of even date
herewith (hereinafter the "Agreement"). The Owner reserves all rights and
powers in and to the Policies, except those specific, limited rights granted
in the Policies to the Assignee hereby, as security for the liabilities of the
Owner to the Assignee under the Agreement.
C. It is expressly agreed that the Assignee's interest in the
Policies under and by virtue of this Assignment shall be limited to the
following specific rights, and no others: (a) the right to be paid the amount
due it under the Agreement by recovering said amount out of the net death
proceeds of the Policies, upon the death of the survivor of the Insureds; and
(b) the right to be paid the amount due it under the Agreement by recovering
said amount from the net cash surrender proceeds of the Policies, in the event
the Policies are surrendered or canceled by the Owner. The Assignee shall have
no other rights or powers in and to the Policies as a result of the assignment
to it hereunder and specifically shall not have the right or power to borrow
against or obtain loans or advances on the Policies, make withdrawals from the
Policies, nor cancel or surrender the Policies.
D. Notwithstanding this Assignment, the Owner shall specifically
retain all incidents of ownership in and to the Policies, including, but not
limited to: (a) the sole right to cancel or surrender the Policies and receive
the surrender value thereof at any time provided by the terms of the Policies
and at such other times as the Insurers may allow; (b) the sole right to
collect and receive all distributions or shares of surplus, dividend deposits
or additions to the Policies now or hereafter made or apportioned thereto, and
to exercise any and all options contained in the Policies with respect
thereto; (c) the sole right to exercise all non-forfeiture rights permitted by
the terms of the Policies or allowed by the Insurers and to receive all
benefits and advantages derived therefrom; (d) the sole right to designate and
change the beneficiaries of the Policies (for any amount in excess of the
amount due the Assignee under the Agreement); (e) the sole right to elect any
optional mode of settlement permitted by the Policies or allowed by the
Insurer: (f) the sole right to borrow against, obtain loans or advances on,
or make withdrawals from the Policies; (g) the sole right to assign the
Policies (subject to this Assignment and Agreement); and (h) the sole right to
collect directly from the Insurers that portion of the net death proceeds of
the Policies in excess of those proceeds payable to the Assignee under the
Agreement; provided, however, that all of the foregoing rights retained by the
Owner in the Policies shall be subject to the terms and conditions of the
Agreement.
E. Notwithstanding anything in this Assignment to the contrary, the
Insurers shall be under no obligation to monitor the obligation of the
Assignee hereunder to pay to the persons entitled thereto any amounts received
from the Insurers remaining after payment of the then existing liabilities of
the Owner to the Assignee under the Agreement; the Insurers shall have no
obligation or liability to any person or entity if the Assignee fails to pay
such amounts as required hereunder.
F. The Insurers are hereby authorized to recognize, and are protected
in recognizing, the Assignee's claims to amounts due it hereunder without
investigating the validity of its claim thereto, the reason for any action
taken by the Assignee, the validity or accuracy of the amount of any of the
liabilities of the Owner to the Assignee under the Agreement, the existence of
any default therein, the giving of any notice required herein, or the
application to be made by the Assignee of any amounts to be paid to the
Assignee. The sole receipt of the Assignee for any amounts received by it
shall be a full discharge and release therefor to the Insurer.
G. Except as otherwise provided in the Agreement, the Assignee shall
be under no obligation to pay any premium on the Policies or the principal of
or interest on any loans or advances on the Policies, whether or not obtained
by the Assignee, or any other charges on the Policies.
H. The Insurers shall be fully protected in recognizing the request
made by the Owner for cancellation or surrender of the Policies, with or
without the consent of the Assignee, and upon such cancellation or surrender,
the Policies shall be terminated and be of no further force or effect.
I. Upon the full payment of the liabilities of the Owner to the
Assignee pursuant to the Agreement, the Assignee shall promptly release this
Assignment and thereby reassign to the Owner all specific rights in the
Policies included herein.
J. The Assignee may take or release other security, may grant
extensions, renewals or indulgences with respect to the obligations of the
Owner to the Assignee under the Agreement, or may apply the proceeds of the
Policies hereby assigned or any amount received on account of the policies by
the exercise of any right permitted under this assignment, without resorting
to or regard to other security for such obligations, if any.
K. In the event of any conflict between the provisions of this
Assignment and the provisions of the Agreement with respect to the Policies or
the Assignee's rights therein, the provisions of this Assignment shall
prevail.
L. The Owner declares that no proceedings in bankruptcy are pending
against the Owner, and that the Owner's property is not subject to any
assignment for the benefit of creditors of the Owner.
Signed and sealed this _____ day of October, 1995.
J & S POLICY LIMITED
PARTNERSHIP, a Nevada limited
partnership
By: TERTIARY INVESTMENT COMPANY, a Nevada
corporation, its sole general partner
By:___________________________________
James C. France, President
ACKNOWLEDGMENT OF INSURANCE COMPANY
The undersigned Insurance Company hereby acknowledges receipt of an original
counterpart of this Collateral Assignment and that the same has been filed at
its home office and noted on its records.
Dated: ___________, 1995 By: _________________________________
President or Authorized Officer
<PAGE>
<PAGE> EXHIBIT A
The policies of life insurance described below, on the lives of James C.
France and his wife, Sharon M. France, are subject to the provisions of this
Assignment.
Company Policy # Face Amount
SUBSIDIARIES OF THE REGISTRANT
Americrown Service Corporation,
a South Carolina Corporation
EVENTemps Services, Inc.,
a Florida Corporation
Event Support Corporation,
a Florida Corporation
Facility Investments, Inc.,
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>
<S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM CONSOLIDATED
BALANCE SHEETS OF INTERNATIONAL SPEEDWAY CORPORATION AS OF AUGUST 31, 1996 AND
1995 AND THE RELATED CONSOLIDATED STATEMENTS OF INCOME, SHAREHOLDERS' EQUITY AND
CASH FLOWS FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED AUGUST 31, 1996 AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> AUG-31-1996
<PERIOD-END> AUG-31-1996
<CASH> 9,042
<SECURITIES> 8,369
<RECEIVABLES> 3490
<ALLOWANCES> 35
<INVENTORY> 1,409
<CURRENT-ASSETS> 24,685
<PP&E> 135,747
<DEPRECIATION> 36,912
<TOTAL-ASSETS> 152,791
<CURRENT-LIABILITIES> 31,436
<BONDS> 0
0
0
<COMMON> 344
<OTHER-SE> 106,323
<TOTAL-LIABILITY-AND-EQUITY> 152,791
<SALES> 67,645
<TOTAL-REVENUES> 98,355
<CGS> 39,479
<TOTAL-COSTS> 39,479
<OTHER-EXPENSES> 27,232
<LOSS-PROVISION> 52
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 31,644
<INCOME-TAX> 11,963
<INCOME-CONTINUING> 19,681
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 19,681
<EPS-PRIMARY> .57
<EPS-DILUTED> .57
</TABLE>
