SCHEDULE 14C
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SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(C)
OF THE SECURITIES EXCHANGE ACT OF 1934
Check the appropriate box:
[ ] Preliminary information statement [ ] Confidential, for Use of the
Commission Only (as
permitted by Rule 14c-5(d)(2))
[X] Definitive information statement
INTERNATIONAL SPEEDWAY CORPORATION
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(Name of Registrant as Specified in Charter)
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<PAGE>
INTERNATIONAL SPEEDWAY CORPORATION
1801 WEST INTERNATIONAL SPEEDWAY BOULEVARD
DAYTONA BEACH, FLORIDA 32114
NOTICE OF 1999 ANNUAL MEETING OF SHAREHOLDERS
To the Shareholders of International Speedway Corporation:
The Annual Meeting of the Shareholders of International Speedway
Corporation will be held at DAYTONA USA, 1801 West International Speedway
Boulevard, Daytona Beach, Florida, 32114 on Tuesday, the 13th day of
April, 1999, commencing at 9:30 A.M., for the following purposes:
(a) To elect five (5) Directors of the Corporation.
(b) To transact such other business as may properly come
before the meeting.
ALL Shareholders of record as of February 8, 1999, will be entitled to
vote, either in person or by proxy. DUE TO LOGISTICAL CONSIDERATIONS, PLEASE
BE PRESENT BY 9:15 A.M. Shareholder registration tables will open at 9:00
A.M.
By Order of the Board of Directors
/s/ W. Garrett Crotty
W. Garrett Crotty
Secretary and General Counsel
March 12, 1998
<PAGE>
<PAGE>
INTERNATIONAL SPEEDWAY CORPORATION
1801 West International Speedway Boulevard
Daytona Beach, Florida 32114
INFORMATION STATEMENT
Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
and Regulation 14C and Schedule 14C thereunder
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND A PROXY
This Information Statement has been filed with the Securities and
Exchange Commission (the "SEC") and is first being mailed on or about March
12, 1999 to holders of record on February 8, 1999 (the "Record Date") of
shares of all classes of the common stock of International Speedway
Corporation, a Florida corporation (the "Company"). This Information
Statement relates to an Annual Meeting of Shareholders and the only matters to
be acted upon at the meeting are
(a) the election of directors, and
(b) approval of accountants.
You are being provided with this Information Statement pursuant to Section
14(c) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and Regulation 14C and Schedule 14C thereunder.<PAGE>
<PAGE>
TABLE OF CONTENTS
DATE, TIME AND PLACE INFORMATION .......................................... 1
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF ........................... 1
DIRECTORS, NOMINEES AND EXECUTIVE OFFICERS ................................ 3
Certain Relationships and Related Transactions ...................... 5
Section 16(a) Beneficial Ownership Reporting Compliance ............. 5
Director Meetings and Committees .................................... 6
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS .......................... 6
Director Compensation ............................................... 6
Committee Report on Executive Officer Compensation .................. 6
Executive Compensation .............................................. 9
Summary Compensation Table .................................... 9
Performance Graph ................................................... 10
INDEPENDENT PUBLIC ACCOUNTANTS ............................................ 11
VOTING PROCEDURE .......................................................... 11
Dissenters' Right of Appraisal ...................................... 11
AVAILABLE INFORMATION ..................................................... 11
<PAGE>
DATE, TIME AND PLACE INFORMATION
The Annual Meeting of Shareholders of International Speedway Corporation
will be held on Tuesday, April 13, 1999 commencing at 9:30 A.M. at DAYTONA
USA, 1801 West International Speedway Boulevard, Daytona Beach, Florida,
32114. DUE TO LOGISTICAL CONSIDERATIONS, PLEASE BE PRESENT BY 9:15 A.M.
Shareholder registration tables will open at 9:00 A.M. The mailing address of
the principal executive offices of the Company is 1801 West International
Speedway Boulevard, Daytona Beach, Florida 32114.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
This Information Statement is being mailed on or about March 12, 1999 to
all shareholders of record as of the Record Date. The Record Date for the
Annual Meeting February 8, 1999. As of the Record Date, the Company had
11,915,314 shares of Class A Common Stock and 31,159,905 shares of Class B
Common Stock issued and outstanding. Each share of the Class A Common Stock
is entitled to one-fifth of one vote on matters submitted to shareholder
approval or a vote of shareholders. Each share of the Class B Common Stock is
entitled to one vote on matters submitted to shareholder approval or a vote of
shareholders. The following table sets forth certain information as of the
Record Date with respect to the beneficial ownership of each class of the
Company's common stock by: (i) each person known by the Company to be the
beneficial owner of more than 5% of the outstanding shares of each class of
common stock, (ii) each director, or nominee for director, of the Company who
beneficially owns any such shares, (iii) each of the Company's executive
officers who beneficially owns any such shares, and (iv) all directors and
executive officers of the Company as a group. As described in the notes to the
table, voting and/or investment power with respect to certain shares of common
stock is shared by the named individuals. Consequently, such shares may be
shown as beneficially owned by more than one person.
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENTAGE OF PERCENTAGE OF
OF COMMON STOCK COMMON STOCK COMBINED VOTING
BENEFICIALLY OWNED (2) BENEFICIALLY OWNED POWER OF ALL
------------------------------------- -------------------------- CLASSES OF
NAME OF BENEFICIAL OWNER (1) CLASS A CLASS B TOTAL CLASS A CLASS B TOTAL COMMON STOCK
- - ----------------------------- ------------------------------------- -------------------------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
France Family Group(3) ..... 15,972 21,158,081 21,174,053 * 67.62% 49.16% 62.89%
James C. France(4) .......... 3,000 15,352,721 15,355,721 * 49.06% 35.65% 45.63%
William C. France(5) ........ 1,600 15,340,501 15,342,101 * 49.02% 35.62% 45.59%
Putnam Investments, Inc.(6).. 1,501,477 0 1,501,477 12.74% * 3.49% *
The Putnam
Advisory Company, Inc.(7).. 761,100 0 761,100 6.46% * 1.77% *
Putnam Investment
Management, Inc.(8)........ 740,377 0 740,377 6.28% * 1.72% *
Lesa D. Kennedy (9).......... 6,872 383,355 386,355 * 1.23% * 1.14%
Brian Z. France.............. 0 261,740 261,740 * * * *
Raymond K. Mason, Jr.(10).... 0 196,740 196,740 * * * *
James H. Foster(11). ........ 22,205 168,884 191,089 * * * *
H. Lee Combs................. 5,372 47,116 52,488 * * * *
Thomas W. Staed(12).......... 2,450 45,000 47,450 * * * *
Robert R. Dyson(13).......... 17,000 29,500 46,500 * * * *
James H. Hunter.............. 2,211 29,113 31,324 * * * *
John E. Graham, Jr........... 3,765 26,415 30,180 * * * *
W. Grant Lynch, Jr........... 3,561 22,160 25,721 * * * *
John R. Saunders............. 2,561 17,551 20,112 * * * *
Chapman J. Root, II ......... 2,500 13,500 16,000 * * * *
Susan G. Schandel............ 2,695 12,392 15,087 * * * *
Robert E. Smith(14) ......... 2,090 9,999 12,089 * * * *
Gregory J. Sullivan.......... 2,400 8,775 11,470 * * * *
J. Hyatt Brown(15) .......... 2,400 9,000 11,400 * * * *
John R. Cooper .............. 5,000 1,500 6,500 * * * *
W. Garrett Crotty(16)........ 1,500 4,495 5,995 * * * *
Lloyd E. Reuss............... 5,000 0 5,000 * * * *
Christy F. Harris(17)........ 3,600 150 3,750 * * * *
Edward H. Rensi.............. 0 1,500 1,500 * * * *
All directors and
executive officers as a
group (23 persons)(18) .... 98,077 21,307,593 21,401,798 * 68.09% 49.69% 63.38%
</TABLE>
- - ---------
* Less than 1%.
(1) Unless otherwise indicated the address of each of the beneficial
owners identified is c/o the Company, 1801 West International Speedway
Boulevard, Daytona Beach, Florida 32114.
(2) Unless otherwise indicated, each person has sole voting and investment
power with respect to all such shares.
(3) Reflects the aggregate of 7,600 Class A and 20,325,448 Class B shares
indicated in the table as beneficially owned by James C. France, William
C. France, Lesa D. Kennedy and Brian Z. France, as well as 4,500 Class A
shares held of record and 832,633 Class B shares held beneficially by
the adult children of James C. France. See footnotes (4), (5) and (9).
(4) Includes (i) 1,500 Class A shares held of record and 304,725 Class B
shares held beneficially by Sharon M. France, his spouse, (ii) 9,115,125
Class B shares held of record by Western Opportunity Limited
Partnership ("Western Opportunity"), (iii) 4,052,369 Class B shares
held of record by Carl Investment Limited Partnership ("Carl"), and
(iv) 1,880,502 Class B shares held of record by White River Investment
Limited Partnership ("White River"). James C. France is the sole
shareholder and director of (x) Principal Investment Company, one of the
two general partners of Western Opportunity, (y) Quaternary Investment
Company, the general partner of Carl, and (z) Secondary Investment
Company, one of the two general partners of White River. Also see
footnote (5). Does not include an aggregate of 4,500 Class A and
832,633 Class B shares held of record by the adult children of James C.
France.
(5) Includes (i) 600 Class A shares held of record by Betty Jane France,
his spouse, (ii) 9,115,125 Class B shares held of record by Western
Opportunity, (iii) 3,763,750 Class B shares held of record by Polk City
Limited Partnership ("Polk City"), and (iv) 1,880,502 Class B shares
held of record by White River. William C. France is the sole
shareholder and director of each of (x) Sierra Central Corp., one of
the two general partners of Western Opportunity, (y) Boone County
Corporation, the general partner of Polk City, and (z) Cen Rock Corp.,
one of the two general partners of White River. Also see footnote (4).
Does not include the aggregate of 3,000 Class A and 645,095 Class B
shares shown in the table as beneficially owned by Lesa D. Kennedy and
Brian Z. France, adult children of William C. France.
(6) This owner's address is One Post Office Square, Boston, Massachusetts
02109. Shares reported for Putnam Investment Management, Inc. and The
Putnam Advisory Company, Inc. are included.
(7) This owner's address is One Post Office Square, Boston, Massachusetts
02109. Shares reported are also included in those reported for Putnam
Investments, Inc.
(8) This owner's address is One Post Office Square, Boston, Massachusetts
02109. Shares reported are also included in those reported for Putnam
Investments, Inc.
(9) Includes (i) 1,500 Class A shares held of record by Ms. Kennedy as
custodian for her minor son, Benjamin, (ii) 1,500 Class A shares held
jointly with her spouse, and (iii) 343,950 Class B shares held of record
by BBL Limited Partnership. Mrs. Kennedy is the sole shareholder and a
director of BBL Company, the sole general partner of BBL Limited
Partnership.
(10) Includes 75 Class B shares owned by The Raymond K. Mason, III Trust,
as to which Mr. Mason disclaims beneficial ownership.
(11) Includes (i) 75,000 Class B shares held of record by Mr. Foster as
trustee, and (ii) 65,000 Class B shares held of record by Barbara S.
Foster, his spouse, as trustee, as to which Mr. Foster disclaims
beneficial ownership.
(12) Owned jointly with Barbara Staed, his spouse.
(13) Includes 5,000 Class A shares held in the Robert R. Dyson 1987 Family
Trust and 7,000 Class A Shares held as Trustee of the Charles H. Dyson
Trust No. 2, U/A dated 4/15/76.
(14) Includes 795 Class B shares held of record as joint tenants with his
spouse.
(15) Held of record as joint tenants with Cynthia R. Brown, his spouse.
(16) Includes 100 Class B shares held by Mr. Crotty as Trustee for his son
and 1,500 shares held by Bellows Falls Investment, Inc.
(17) Includes (i) 500 Class A shares held by M. Dale Harris, his spouse,
(ii) 1,500 Class A shares held by Mr. Harris as trustee of The Harris,
Midyette, Geary, Darby & Morrell, P.A. Profit Sharing Plan and Trust,
(iii) 100 Class A shares held by Mr. Harris as Trustee of the Harris
Children's Trust as to which Mr. Harris disclaims beneficial ownership.
(18) See footnotes (4),(5), and (9) through (17).
2<PAGE>
<PAGE>
DIRECTORS, NOMINEES AND EXECUTIVE OFFICERS
The executive officers, directors and nominees for directors of the Company
are as follows:
<TABLE>
<CAPTION>
NAME AGE POSITION WITH THE COMPANY
<S> <C> <C>
William C. France 65 Chairman of the Board, Chief Executive Officer and Director
James C. France 54 President, Chief Operating Officer and Director
Lesa D. Kennedy 37 Executive Vice President and Director
H. Lee Combs 45 Senior Vice President--Operations and Director
Robert E. Smith 66 Vice President--Administration
Susan G. Schandel 35 Treasurer and Chief Financial Officer
Gregory J. Sullivan 43 Vice President--Marketing
John E. Graham, Jr. 50 Vice President
W. Grant Lynch, Jr. 45 Vice President
James H. Hunter 59 Vice President
John R. Saunders 42 Vice President--Corporate Administrative Services
W. Garrett Crotty 35 Secretary and General Counsel
J. Hyatt Brown 61 Director
John R. Cooper 66 Director
Robert R. Dyson 52 Director
James H. Foster 72 Director
Brian Z. France 36 Director
Christy F. Harris 53 Director
Raymond K. Mason, Jr. 43 Director
Edward H. Rensi 54 Director
Lloyd E. Reuss 62 Director
Chapman Root, II 49 Director
Thomas W. Staed 67 Director
</TABLE>
The Company's Articles provide that the Board of Directors be divided
into three classes, with regular three year staggered terms. 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, Ms. Kennedy and Messrs.
Brown, Dyson, Rensi and Staed will hold office until the annual meeting of
shareholders to be held in 2000, and Messrs. William C. France, Combs,
Foster, Harris and Root will hold office until the annual meeting of
shareholders to be held in 2001.
For the election of directors at the Annual Meeting of Shareholders in
April 1999, the Board has approved the nomination as directors of Messrs.
James C. France, Cooper, Brian Z. France, Mason and Reuss to serve for a three
year term and hold office until the annual meeting of shareholders to be held
in 2002.
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.
Mr. France also serves as a director of Penske Motorsports.
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 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
3
<PAGE>
Financial Officer from 1987 until such time. He also serves as a director of
Penske Motorsports and Grand Prix Association of Long Beach, Inc.
Mr. Robert E. Smith has served as Vice President--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.
Mr. Gregory J. 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. John R. Saunders has served as a Vice President since 1997 and was
President of Watkins Glen International from 1983 until 1997.
Mr. W. Garrett Crotty has served as Secretary and General Counsel since
1996. Prior to that time he had been in the private practice of law 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.
Beginning January 1996 Mr. Cooper rejoined the Company staff.
Mr. Robert R. Dyson, a director since January 1997, has served as
Chairman and Chief Executive Officer of the Dyson-Kissner-Moran Corporation
(DKM) since November 1992.
Mr. James H. Foster, a director since 1968, served as the Company's
Senior Vice President - Special Projects from January 1994 until his
retirement in 1997. Mr. Foster served as President of Daytona International
Speedway from 1988 until 1994.
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.
Mr. Christy F. Harris, a director since 1984, has been engaged in the
private practice of business and commercial law with Harris, Midyette, Geary,
Darby, & Morrell, P.A. for more than twenty years.
Mr. Raymond K. Mason, Jr., a director since 1981, had served as Chairman
and President of American Banks of Florida, Inc., Jacksonville, Florida, from
1978 until its sale in 1998.
4
<PAGE>
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. Edward H. Rensi, a director since January 1997, is President and CEO
of Team Rensi Motorsports. He retired as an executive consultant with
McDonald's Corporation in August 1998. He served as President and Chief
Executive Officer of McDonald's USA from 1991 until 1997. He is a Director of
Snap-On Incorporated.
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.
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 1996, 1997 and
1998 were $13.9 million, $20.6 million, and $28.8 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 $359,000,
$720,000, and $160,000 during fiscal 1996, 1997 and 1998, 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 $294,000, $166,000, and $240,000 during fiscal
1996, 1997 and 1998, 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.
Section 16(a) Beneficial Ownership Reporting Compliance
Based upon a review of Forms 3 and 4 and amendments thereto furnished to
the Company during the fiscal year ended November 30, 1998, Forms 5 and
amendments thereto furnished to the Company with respect to the fiscal year
ended November 30, 1998, and written representations furnished to the Company,
James H. Foster and Christy F. Harris have been identified as failing to file
on a timely basis reports required by section 16(a) of the Exchange Act during
the fiscal year ended November 30, 1998. Mr. Foster and Mr. Harris each had
one transaction which should have been reported on Form 4 which was reported
late on
5
<PAGE>
Form 5. Mr. Harris' Form 5 was filed late. Based solely on the review, there
is no other person who, at any time during the fiscal year, was a director,
officer, beneficial owner of more than ten percent of any class of the
Company's securities that failed to file on a timely basis reports required by
section 16(a) of the Exchange Act during the fiscal year ended November 30,
1998.
Director Meetings and Committees
The Company's Board of Directors met eight times during fiscal 1998.
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, Dyson 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
1998.
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 three times during fiscal 1998.
The function of the Growth Strategy Committee (which presently consists
of all non-employee directors) is to monitor implementation of the Company's
announced growth strategies and advise management regarding such
implementation. The Growth Strategy Committee (and/or various sub-committees)
met six times during fiscal 1998.
During the last full fiscal year Messrs. Brown and Reuss attended fewer
than 75% of the aggregate of (1) the total number of meetings of the board of
directors and (2) the total number of meetings held by all committees of the
board on which they served.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
Director Compensation
The Company pays each non-employee director a monthly retainer of $500,
a $1,000 fee for each meeting of the Board of Directors attended and a $500
fee for each Board committee meeting attended. The aggregate retainers and
fees paid to directors with respect to fiscal 1998 services totaled
approximately $111,000. The Company also reimburses directors for all expenses
incurred in connection with their activities as directors.
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
6
<PAGE>
business judgment of its members after consideration of earnings per share,
revenue growth 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 are earnings per share and revenue growth.
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" (the "1994 Plan"). The 1994 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 the
1994 Plan was 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 1994 Plan set aside restricted stock in the amount of
50,000 old pre 15-1 split shares of common stock for its implementation, which
were converted, on the 15-1 basis, into 750,000 shares of Class B Common
Stock. Awards of restricted shares of stock were assigned to officers and key
employees who were capable of having a significant impact on the performance
of the Company. The amount of shares for each initial participant was based
primarily on an analysis and recommendations by compensation specialists of
the HayGroup. Awards were granted based upon Company performance in fiscal
years 1994, 1995 and 1996. The ability to issue additional shares under the
1994 Plan expired after the grants based on fiscal 1996 results. The
restricted shares were granted to participants each year based upon the
Company's performance as measured against annual financial goals established
in advance by the Board of Directors.
7
<PAGE>
Several aspects of the 1994 Plan and its implementation are subject to the
discretion of the Compensation Committee.
The shares which were granted under the 1994 Plan are initially
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 prior to the expiration of
the vesting period 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 are held in escrow by the Company.
After vesting the certificates for the restricted shares will be delivered to
the participant. The Company has the right of first refusal to buy any stock
issued (and vested) under the 1994 Plan which any participant wishes to sell.
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 consistent with the 1996 Plan as the
Committee in its discretion approves.
The Committee has discretion to administer the 1996 Plan in the manner
which it determines, from time to time, is in the best interest of the
Company. For example, the Committee will fix the terms of stock options, SARs
and restricted stock grants and determine whether, in the case of options and
SARs, they may be exercised immediately or at a later date or dates. Awards
may also be granted subject to conditions relating to continued employment and
restrictions on transfer. In addition, the Committee may provide, at the time
an award is made or at any time thereafter, for the acceleration of a
participant's rights or cash settlement upon a change in control of the
Company. The terms and conditions of awards need not be the same for each
participant. The foregoing examples illustrate, but do not limit, the manner
in which the Committee may exercise its authority in administering the 1996
Plan. In addition, all questions of interpretation of the 1996 Plan will be
determined by the Committee. The first awards under the 1996 Plan were made
in April 1998, based upon fiscal 1997 results. The amount of the awards was
based upon the Company's performance as measured against annual financial
goals established in advance by the Board of Directors. These awards were
restricted shares of Class A Common Stock and are initially restricted and
will 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 prior to the expiration of the vesting
period 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. Awards under the 1996 Plan are to be made in April 1999,
based upon fiscal 1998 results and will carry restrictions equivalent to those
imposed on the awards in 1998.
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 in escrow by the Company.
After vesting the certificates for the restricted shares will be delivered to
the participant. The Company has the right of first refusal to buy any stock
issued (and vested) under the 1996 Plan which any participant wishes to sell.
8
<PAGE>
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
15% increase in Chairman/CEO compensation was appropriate in light of the
continued growth in earnings per share in 1997.
Thomas W. Staed
Chapman J. Root, II
Lloyd E. Reuss
EXECUTIVE COMPENSATION
Summary Compensation Table
<TABLE>
<CAPTION>
Long Term
Annual Compensation Compensation
----------------------------- -------------
Name and Fiscal Restricted All Other
Principal Position Year Salary Bonus (3) Stock Awards(1) Compensation(2)
- - ------------------- ----------------------------- -------------- ------ ---------
<S> <C> <C> <C> <C> <C>
William C. France 1998 $380,513 $153,622 $ 0 $774,441
Chairman and Chief 1997 $330,538 $150,282 $ 0 $769,351
Executive Officer 1996 $278,707 $130,679 $ 0 $771,368
James C. France 1998 $341,342 $111,168 $ 0 $477,319
President and Chief 1997 $264,644 $ 96,231 $ 0 $474,575
Operating Officer 1996 $224,778 $ 83,679 $ 0 $473,923
Lesa D. Kennedy 1998 $222,977 $ 71,295 $121,000 $ 9,559
Executive Vice 1997 $213,488 $ 75,837 $372,398 $ 8,355
President 1996 $173,553 $ 69,223 $149,695 $ 8,648
H. Lee Combs 1998 $218,161 $ 70,018 $121,000 $ 13,156
Sr Vice President 1997 $208,335 $ 69,672 $372,398 $ 12,373
Operations 1996 $172,226 $ 72,179 $172,020 $ 11,102
W. Grant Lynch, Jr. 1998 $187,778 $ 97,246 $ 64,406 $ 9,825
Vice President 1997 $176,965 $ 55,028 $177,694 $ 6,663
1996 $150,809 $ 52,570 $235,940 $ 10,255
</TABLE>
(1) For fiscal years prior to 1998, reflects the aggregate market value of
shares awarded under the Company's 1994 Long-Term Incentive Plan
(calculated as of the date of the award). The indicated awards were
made in January with respect to services rendered in the prior fiscal
year. For fiscal year 1998, reflects the aggregate market value of
shares awarded under the Company's 1996 Long-Term Incentive Plan
(calculated as of the date of the award). The indicated awards were
made in April with respect to services rendered in the prior fiscal
year. See Note 11 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, group health insurance, and long term
disability 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 1998 are as follows:
William C. France ($773,577, $864 and $0, respectively); James C. France
($468,161, $2,758 and $6,400, respectively); Lesa D. Kennedy ($3,159,
$0 and $6,400, respectively); H. Lee Combs ($3,142, $3,614 and $6,400,
respectively); and W. Grant Lynch, Jr. ($3,031, $394 and $6,400,
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.
9
<PAGE>
The preceding 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 1998 (collectively the "Named
Officers").
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
five year return of the Company's common stock (upon the assumption that an
original $100 investment was made in pre-split common stock which
automatically converted to Class B Common Stock on November 4, 1996) with that
of the NASDAQ Stock Market Index (U.S. Companies) and with the 40 NASDAQ
issues (U.S. companies) 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 public information is
available concerning a limited number of companies involved in the same line
of business, and no public information is available concerning other companies
in that line of business, 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 - 11/30/93 $100.00 $100.00 $100.00
FYE* 11/30/94 $102.85 $100.20 $ 59.85
FYE* 11/30/95 $246.24 $142.87 $ 48.28
FYE* 11/30/96 $308.62 $174.91 $ 43.11
FYE 11/30/97 $317.15 $217.89 $ 52.94
FYE 11/30/98 $533.51 $267.00 $ 48.60
* Adjusted to reflect current fiscal year end for comparability purposes.
10
<PAGE>
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors intends to appoint Ernst & Young LLP, independent
certified public accountants, as auditors for the fiscal year ending November
30, 1998. Ernst & Young LLP, and its predecessors have served as the
Company's auditors since 1966. Representatives of Ernst & Young LLP, will be
present at the Annual Meeting of Shareholders with the opportunity to make a
statement, if they so desire, and will be available to respond to appropriate
questions from shareholders.
VOTING PROCEDURE
With respect to the election of directors, the person receiving a
plurality of the votes cast by shares entitled to vote for the position being
filled shall be elected. Management knows of no other items to come before
the meeting other than those state above. On any other item which should come
before the meeting the matter shall be decided by a majority of the votes cast
by shares entitled to vote at the meeting.
In advance of the meeting the Company will appoint one or more
inspectors of election or judges of the vote, as the case may be, to act at
the meeting or any adjournment thereof. In case any person who may be
appointed as an inspector or judge fails to appear or act, the vacancy may be
filled at the meeting by the person presiding. The inspectors or judges, if
any, shall determine the number of shares of stock outstanding and the voting
power of each, the shares of stock represented at the meeting, the existence
of a quorum, the validity and effect of proxies, and shall receive votes,
ballots and consents, hear and determine all challenges and questions arising
in connection with the right to vote, count and tabulate votes, ballots and
consents, determine the result, and do such acts as are proper to conduct the
election or vote with fairness to all shareholders. On request of the person
presiding at the meeting, the inspector or inspectors or judge or judges, if
any, shall make a report in writing of any challenge, question or matter
determined by him or them, and execute a certificate of any fact found by him
or them.
Dissenters' Right of Appraisal
Management does not anticipate that any matter will be acted upon at the
meeting which would give rise to rights of appraisal or similar rights of
dissenters.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Exchange
Act and in accordance therewith files reports, information statements and
other information with the SEC. Such reports, information statements and
other information filed by the Company can be inspected and copied (at
prescribed rates) at the public reference facilities maintained by the SEC at
450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549 and at the SEC's
regional office located at Seven World Trade Center, 13th Floor, New York, New
York 10048 and at Northwest Atrium Center, 500 W. Madison Street, Suite 1400,
Chicago, Illinois 60661-2511 The SEC maintains a World Wide Web site on the
Internet at http://www.sec.gov that contains reports, proxy and information
statements and other information filed electronically with the SEC.
By Order of the Board of Directors
W. Garrett Crotty
Secretary and General Counsel
March 12, 1999
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