SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): OCTOBER 1, 1999
INTERNATIONAL SPEEDWAY CORPORATION
(Exact name of registrant as specified in its charter)
FLORIDA
(State or other jurisdiction of incorporation)
0-2384 59-0709342
(Commission File Number) (I.R.S. Employer Identification No.)
1801 WEST INTERNATIONAL SPEEDWAY BLVD.
DAYTONA BEACH, FLORIDA 32114
(Address of principal executive offices) (Zip Code)
(904) 254-2700
(Registrant's telephone number, including area code)
(NOT APPLICABLE)
(Former name or former address, if changed since last report)
<PAGE>
ITEM 5. OTHER EVENTS.
On October 1, 1999, International Speedway Corporation (the
"Company") issued a press release announcing the pricing of $225
million principal amount of Senior Notes due 2004. A copy of such press
release is attached hereto as Exhibit 99.1 pursuant to Rule 135c. of
the Securities Act of 1933, as amended, and is incorporated herein by
reference.
On October 5, 1999, the Company issued a press release
announcing its financial results for the third quarter and the nine
months ended August 31, 1999. A copy of such press release is attached
hereto as Exhibit 99.2 and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(c) Exhibits
The following Exhibits are provided in accordance with the
provisions of Item 601 of Regulation S-K and are filed herewith unless
otherwise noted.
EXHIBIT INDEX
99.1 Press Release of International Speedway Corporation dated
October 1, 1999.
99.2 Press Release of International Speedway Corporation dated
October 5, 1999.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
INTERNATIONAL SPEEDWAY CORPORATION
Date: October 5, 1999 By: /s/ Susan G. Schandel
--------------------------------
Susan G. Schandel
Chief Financial Officer
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
99.1 Press Release of International Speedway Corporation
dated October 1, 1999
99.1 Press Release of International Speedway Corporation
dated October 5, 1999
Exhibit 99.1
FOR: International Speedway Corporation
APPROVED BY: Wes Harris
Director of Investor Relations
(904) 947-6465
CONTACT: Betsy Brod/Jonathan Schaffer
Media: Merridith Ingram/Jennifer Kirksey
Morgen-Walke Associates, Inc.
(212) 850-5600
FOR IMMEDIATE RELEASE
INTERNATIONAL SPEEDWAY CORPORATION PRICES
$225 MILLION OF SENIOR NOTES
DAYTONA BEACH, FLORIDA -- OCTOBER 1, 1999 -- INTERNATIONAL SPEEDWAY
CORPORATION ("ISC") (NASDAQ/NM: ISCA; OTC BULLETIN BOARD: ISCB), announced today
that it has priced $225 million principal amount of Senior Notes due 2004 that
are being offered in a private placement.
The unsecured Senior Notes will bear interest at 7.875% and will rank
equally with all of the Company's other senior unsecured and unsubordinated
indebtedness, and will mature on October 15, 2004.
The Company intends to use approximately $175 million of the net
proceeds from the transaction to reduce outstanding borrowings under its new
revolving credit facility. The Company incurred such borrowings to finance a
portion of its recent acquisition of Penske Motorsports, Inc. and refinance
Penske Motorsports' outstanding indebtedness.
The Notes have not been registered under the Securities Act of 1933 or
any securities laws of any state or other jurisdiction and may not be offered or
sold in the United States or any state or other jurisdiction absent registration
or an applicable exemption from registration requirements.
This announcement is neither an offer to sell nor a solicitation of an
offer to buy the Notes. There can be no assurance that the Note offering will be
completed.
International Speedway Corporation is a leading promoter of motorsports
activities in the United States, currently promoting more than 100 events
annually. The Company currently owns and/or operates 10 major motorsports
facilities, including Daytona International Speedway in Florida (home of the
Daytona 500); Talladega Superspeedway in Alabama; Michigan Speedway in Brooklyn,
Michigan; California Speedway in San Bernardino County, California;
Homestead-Miami Speedway in Florida; Phoenix International Raceway in Arizona;
Darlington Raceway in South Carolina; North Carolina Speedway in Rockingham,
North Carolina; Watkins Glen International in New York, and Nazareth Speedway in
Pennsylvania. Other track interests include the operation of Tucson (Arizona)
Raceway Park and an indirect 37.5% interest in Raceway Associates, LLC, which
owns the Route 66 Raceway and is developing a superspeedway in the Chicago area.
The Company also owns and operates MRN Radio, the nation's largest independent
sports radio network; DAYTONA USA, the "Ultimate Motorsports Attraction" in
Daytona Beach, Florida, the official attraction of NASCAR; Americrown Service
Corporation, a provider of catering services, food and beverage concessions, and
merchandise sales; Motorsports International, a producer and marketer of
motorsports-related merchandise; and Competition Tire, which distributes and
sells Goodyear brand racing tires in the Midwest and Southeast regions of the
United States. For more information, visit the Company's website at
WWW.ISCMOTORSPORTS.COM.
<PAGE>
STATEMENTS MADE IN THIS RELEASE THAT STATE THE COMPANY'S OR
MANAGEMENT'S BELIEFS OR EXPECTATIONS AND WHICH ARE NOT HISTORICAL FACTS OR WHICH
APPLY PROSPECTIVELY ARE FORWARD-LOOKING STATEMENTS. IT IS IMPORTANT TO NOTE THAT
THE COMPANY'S ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE CONTAINED IN OR
IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. ADDITIONAL INFORMATION CONCERNING
FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE IN THE
FORWARD LOOKING STATEMENTS IS CONTAINED FROM TIME TO TIME IN THE COMPANY'S SEC
FILINGS INCLUDING BUT NOT LIMITED TO THE 10-K AND SUBSEQUENT 10-Q'S. COPIES OF
THOSE FILINGS ARE AVAILABLE FROM THE COMPANY AND THE SEC.
Exhibit 99.2
FOR: International Speedway Corporation
APPROVED BY: Wes Harris
Director of Investor Relations
(904) 947-6465
CONTACT: Betsy Brod/Jonathan Schaffer
Media: Merridith Ingram/Jennifer Kirksey
Morgen-Walke Associates, Inc.
(212) 850-5600
FOR IMMEDIATE RELEASE
INTERNATIONAL SPEEDWAY CORPORATION REPORTS
RECORD THIRD QUARTER RESULTS
DAYTONA BEACH, FLORIDA -- OCTOBER 5, 1999 -- INTERNATIONAL SPEEDWAY
CORPORATION ("ISC") (NASDAQ/NM: ISCA; OTC BULLETIN BOARD: ISCB), today reported
record results for the third quarter and nine months ended August 31, 1999.
Total revenues for the 1999 third quarter increased to $66.2 million
compared to $17.8 million in the 1998 third quarter. Operating income for the
third quarter increased to $16.8 million from a loss of $4.7 million. Net income
increased to $9.6 million, or $0.20 per diluted share, versus a loss of $1.9
million, or $0.05 per diluted share. Results for the 1999 third quarter includes
a charge to earnings of $1.7 million, or $0.04 per diluted share, which
represents the after-tax effect of the cash component of the proposed settlement
of the Americrown Service Corporation souvenir litigation.
For the nine months ended August 31, 1999, revenues increased 56% to
$194.1 million from $124.3 million. Operating income increased 85% to $66.6
million, and net income rose 75% to $42.4 million, or $0.96 per diluted share,
versus $24.3 million, or $0.62 per diluted share. Results for 1999 include the
effect of the aforementioned proposed litigation settlement.
ISC's results for the third quarter and nine-months ended August 31,
1999, are not comparable with the corresponding periods from 1998 as the Company
hosted three weekends of NASCAR Winston Cup racing in the 1999 third quarter
compared to one in the 1998 third quarter. This is due to the addition of the
NASCAR weekend at Michigan Speedway to the Company's 1999 third quarter as a
result of the Penske merger, and to the postponement of the 1998 Pepsi 400 at
Daytona to the fourth quarter due to statewide fires.
William C. France, Chairman and Chief Executive Officer of ISC,
commented, "The third quarter was highlighted by the accelerated closing of the
Penske Motorsports merger, which was finalized on July 26th. Since the closing
of the transaction, we have made considerable progress in the integration of
Penske's management and facilities.
"Our motorsports events during the quarter featured ISC's first race
weekend at a facility formerly owned by Penske Motorsports. The NASCAR weekend
at Michigan Speedway, the most successful weekend in the history of the
facility, featured record attendance at Saturday's Busch Series, Grand National
Division event and Sunday's Winston Cup Pepsi 400 at Michigan. With a sold out
crowd on hand at the 125,000-seat facility, the Pepsi 400 continues to be the
largest sporting event in the state of Michigan."
<PAGE>
"The quarter's two other Winston Cup races were also strong performers.
Our fans continued to react positively to the nighttime scheduling of the
Winston Cup Pepsi 400 at Daytona. The event enjoyed the largest crowd in its
history, driven by the addition of approximately 13,000 seats since last year's
race. CBS's coverage of the event marked the first time a major network
broadcast a NASCAR Winston Cup event in primetime and resulted in a 59% increase
in television households over the previous year. The August 15th running of The
Frontier at the Glen once again delivered a solid performance, as fans watched
Jeff Gordon win his third straight race at the historic road racing facility."
Mr. France continued, "During the quarter, the Company continued to
progress with its development projects. Construction on the speedway in Kansas
City, Kansas is proceeding on schedule. The facility is beginning to take shape
and the grandstand support structure is being erected. We have experienced
tremendous demand for luxury suites and have responded by more than doubling the
planned number to 68. Also, our initial launch of Preferred Access Speedway
Seating was oversubscribed, so we have expanded the number of subscriptions
being offered. Racing at the facility is expected for the 2001 season.
"In Chicago, our plans to develop a superspeedway as part of Raceway
Associates are also on schedule. Last week, we formally broke ground on the
construction phase of the project, and the architectural and engineering process
is underway. With nearly half of the construction contracts in place we now
expect ISC to incur approximately $9 to $11 million in net additional costs, and
are exploring alternate funding mechanisms for the increase. We are closely
monitoring the variance as we build this world class facility in the nation's
third largest market."
Mr. France concluded, "Our fourth quarter posted a solid start with the
running of the Pepsi Southern 500 at Darlington Raceway on September 5th.
Attendance increased on a year-over-year basis due in part to the expanded
seating capacity at the track. For the remainder of the quarter, we have four
additional Winston Cup events: the Winston 500 at Talladega Superspeedway; the
ACDelco 400 at North Carolina Speedway; the Dura Lube 500 at Phoenix
International Raceway; and the inaugural Pennzoil 400 at Homestead-Miami
Speedway. In addition, we look forward to hosting our first CART event at one of
the former Penske facilities, the Marlboro 500 presented by Toyota at California
Speedway."
International Speedway Corporation is a leading promoter of motorsports
activities in the United States, currently promoting more than 100 events
annually. The Company owns and/or operates 10 major motorsports facilities,
including Daytona International Speedway in Florida (home of the Daytona 500);
Talladega Superspeedway in Alabama; Michigan Speedway located outside Detroit,
Michigan; California Speedway near Los Angeles, California; Homestead-Miami
Speedway in Florida; Phoenix International Raceway in Arizona; Darlington
Raceway in South Carolina; North Carolina Speedway in Rockingham, North
Carolina; Watkins Glen International in New York; and Nazareth Speedway in
Pennsylvania. Other track interests include the operation of Tucson (Arizona)
Raceway Park and an indirect 37.5% interest in Raceway Associates, LLC, which
owns the Route 66 Raceway and is developing a superspeedway in the Chicago area.
The Company also owns and operates MRN Radio, the nation's largest independent
sports radio network; DAYTONA USA, the "Ultimate Motorsports Attraction" in
Daytona Beach, Florida, the official attraction of NASCAR; Americrown Service
Corporation, a provider of catering services, food and beverage concessions, and
merchandise sales, and Motorsports International, a producer and marketer of
motorsports-related merchandise. For more information, visit the Company's
website at WWW.ISCMOTORSPORTS.COM.
STATEMENTS MADE IN THIS RELEASE THAT STATE THE COMPANY'S OR
MANAGEMENT'S BELIEFS OR EXPECTATIONS AND WHICH ARE NOT HISTORICAL FACTS OR WHICH
APPLY PROSPECTIVELY ARE FORWARD-LOOKING STATEMENTS. IT IS IMPORTANT TO NOTE THAT
THE COMPANY'S ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE CONTAINED IN OR
IMPLIED BY SUCH FORWARD LOOKING STATEMENTS. ADDITIONAL INFORMATION CONCERNING
FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE IN THE
FORWARD LOOKING STATEMENTS IS CONTAINED FROM TIME TO TIME IN THE COMPANY'S SEC
FILINGS INCLUDING BUT NOT LIMITED TO THE 10-K AND SUBSEQUENT 10-Q'S. COPIES OF
THOSE FILINGS ARE AVAILABLE FROM THE COMPANY AND THE SEC.
<PAGE>
INTERNATIONAL SPEEDWAY CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(In thousands, except for share and per share data)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
AUGUST 31, AUGUST 31,
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
REVENUES:
Admissions, net $ 31,857 $ 5,184 $ 90,136 $ 54,432
Motorsports related income 22,356 9,187 72,805 50,104
Food, beverage, and merchandise income 11,600 3,054 29,913 18,666
Other income 413 397 1,243 1,095
---------- ---------- ---------- ----------
66,226 17,822 194,097 124,297
EXPENSES:
Direct race expenses:
NASCAR direct expenses 8,803 2,443 28,252 19,727
Motorsports related expenses 10,958 5,449 32,458 22,119
Food, beverage, and merchandise expenses 6,630 2,288 15,995 10,396
General & administrative expenses 16,608 9,020 36,814 26,365
Depreciation & amortization 6,405 3,309 13,936 9,593
---------- ---------- ---------- ----------
49,404 22,509 127,455 88,200
Operating income (loss) 16,822 (4,687) 66,642 36,097
Interest income 2,070 1,462 6,783 2,531
Interest expense (1,586) (77) (2,511) (518)
Gain on sale of equity investment 0 0 0 1,245
Equity investment income (loss) (1,006) 131 (1,472) (111)
Minority interest 77 0 77 0
---------- ---------- ---------- ----------
Income (loss) before income taxes 16,377 (3,171) 69,519 39,244
Provision (benefit) for income taxes 6,742 (1,227) 27,101 14,993
---------- ---------- ---------- ----------
Net income (loss) $ 9,635 $ (1,944) $ 42,418 $ 24,251
========== ========== ========== ==========
Basic earnings (loss) per share $ 0.21 $ (0.05) $ 0.96 $ 0.62
========== ========== ========== ==========
Diluted earnings (loss) per share $ 0.20 $ (0.05) $ 0.96 $ 0.62
========== ========== ========== ==========
Dividends per share $ 0.00 $ 0.00 $ 0.06 $ 0.06
========== ========== ========== ==========
Basic weighted average shares outstanding 46,917,080 40,864,391 44,229,684 39,100,175
========== ========== ========== ==========
Diluted weighted average shares outstanding 47,040,272 40,864,391 44,355,217 39,259,164
========== ========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
CONSOLIDATED BALANCE SHEET DATA
(IN THOUSANDS)
AUGUST 31, NOVEMBER 30,
1999 1998
(UNAUDITED)
----------- -----------
<S> <C> <C>
Cash, cash equivalents and short-term investments $ 59,791 $ 92,803
Current assets 106,475 108,444
Restricted investments 96,246 53,500
Goodwill 546,865 38,927
Total assets 1,388,586 476,818
Deferred income 114,656 62,253
Current liabilities 149,430 80,954
Long-term debt 282,540 2,775
Shareholders' equity 887,986 366,855
</TABLE>
