PENSKE CORP
SC 13G/A, 1998-02-12
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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                  SCHEDULE 13G

                   Under the Securities Exchange Act of 1934
                          (Amendment No. ______1_____)



                            PENSKE MOTORSPORTS, INC.
- --------------------------------------------------------------------------------
                                (Name of Issuer)

                                  COMMON STOCK
- --------------------------------------------------------------------------------

                         (Title of Class of Securities)

                                  709 598 10 6
- --------------------------------------------------------------------------------

                                 (CUSIP Number)


Check the following box if a fee is being paid with this statement [ ].  (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)  
(See Rule 13d-7).

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).





                                      1

<PAGE>   2

1       NAME OF REPORTING PERSON
        S.S. OR I.R.S. IDENTIFICATION NUMBER OF ABOVE PERSON

        PENSKE CORPORATION
        FEIN: 23-1717338

2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP    
                                                                (a) [ ]
                                                                (b) [ ]
3       SEC USE ONLY


4       CITIZENSHIP OR PLACE OF ORGANIZATION

        DELAWARE CORPORATION


  NUMBER OF SHARES                              5     SOLE VOTING POWER


BENEFICIALLY OWNED BY                           6     SHARED VOTING POWER

                                                      7,801,875(1)

   EACH REPORTING                               7     SOLE DISPOSITIVE POWER


    PERSON WITH                                 8     SHARED DISPOSITIVE
                                                      POWER
                                                      
                                                      7,801,875(1)

9       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                                                                           
        7,801,875

10      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

        SEE FOOTNOTE (1)

11      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
    
        54.9%

12      TYPE OF REPORTING PERSON*

        CO


(1)     THE REPORTING PERSON DISCLAIMS BENEFICIAL OWNERSHIP OF THESE SHARES, AND
        THIS REPORT SHALL NOT BE DEEMED AN ADMISSION THAT THE REPORTING PERSON
        IS THE BENEFICIAL OWNER OF SUCH SECURITIES.



                                      2
<PAGE>   3


CUSIP NO. 709 598 10 6

                  SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS
                        FILED PURSUANT TO RULE 13D-1(C)
                    ________________________________________

ITEM 1:

           A) NAME OF ISSUER:

              Penske Motorsports, Inc.

           B) ADDRESS OF ISSUER'S PRINCIPAL OFFICE:

              13400 West Outer Drive
              Detroit, MI 48239

ITEM 2:

           A) NAME OF PERSON FILING:

              The name of the person filing this statement is Penske 
              Corporation, a Delaware corporation.                 

              With respect to 7,801,875 shares, Penske Corporation may be
              deemed to share voting and dispositive power with Penske
              Performance, Inc., a Delaware corporation, PSH Corp., a
              Delaware corporation, and Roger S. Penske, a United States
              citizen, Facility Investments, Inc. a Florida corporation,
              International Speedway Corporation, a Florida corporation and
              the "France Family Group" (described below) which have each
              filed a Schedule 13D.  The relationship between Penske
              Corporation and such persons is described below:

                        PSH Corp., a Delaware corporation, is a partially owned
                        subsidiary of Penske Performance Inc., and is the
                        record holder of 7,801,875 shares of common stock, par
                        value $.01 per share of Penske Motorsports, Inc., that
                        are the subject of this filing.

                        Penske Performance Inc., a Delaware corporation, owns
                        directly 80.0% of the stock of PSH Corp. and Facility
                        Investments Inc. own 20.0% of the stock of PSH Corp.

                        Penske Corporation, a Delaware corporation, owns
                        directly all of the stock of Penske Performance, Inc.



                                      3

<PAGE>   4


CUSIP NO. 709 598 10 6

                 SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS
                       FILED PURSUANT TO RULE 13D-1(C)
                        ________________________________________


                        Roger S. Penske, a United States citizen, beneficially
                        owns approximately 57% of the stock of Penske
                        Corporation.

                        International Speedway Corporation, a Florida
                        corporation, owns directly all of the stock of Facility
                        Investments, Inc.

                        The France Family Group owns approximately 55.0% of the
                        total of all classes of stock of International Speedway
                        Corporation, which represents 61.9% of the votes
                        represented by the total of all classes of stock of
                        International Speedway Corporation.  The France Family
                        Group, consists of the living lineal descendants of
                        William H.G. France, and Anne B. France, some spouses
                        of such descendants and various entities controlled by
                        such descendants and their spouses, which consists of
                        the following natural persons and other entities:
                        William C. France, a United States citizen; Betty Jane
                        France, a United States citizen; James C. France, a
                        United States citizen; Sharon M. France, a United
                        States citizen; Lesa D. Kennedy, a United States
                        citizen; Brian Z. France, a United States citizen;
                        Jamison C. France, a United States citizen; Jennifer A.
                        France, a United States citizen; Amy L. France, a
                        United States citizen; Benjamin Z. Kennedy, a United
                        States citizen; Western Opportunity Limited
                        Partnership, a Nevada limited partnership; Sierra
                        Central Corp., a Nevada corporation; Principal
                        Investment Company, a Nevada corporation; White River
                        Investment Limited Partnership, a Nevada limited
                        partnership; Cen Rock Corp., a Nevada corporation;
                        Secondary Investment Company, a Nevada corporation;
                        Polk City Limited Partnership, a Nevada limited
                        partnership; Boone County Corporation, a Nevada
                        corporation; Carl Investment Limited Partnership, a
                        Nevada limited partnership; Quaternary Investment
                        Company, a Nevada corporation; NASCAR, a Florida
                        corporation; and Automotive Research Bureau, a Florida
                        corporation.


                                      4

<PAGE>   5


CUSIP NO. 709 598 10 6


  SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 
                                RULE 13D-1(C)
                  ________________________________________

        B)        ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

                  The address of the principal office of Penske Corporation and
                  Roger S. Penske is:

                  13400 West Outer Drive
                  Detroit, MI 48239-4001

                  The address of the principal office of Penske Performance
                  Inc. and PSH Corp. is:

                  1100 Market Street, Suite 780
                  Wilmington, DE  19801


                  The address of the principal business office of Western
                  Opportunity Limited Partnership, Sierra Central Corp.,
                  Principal Investment Company, White River Investment Limited
                  Partnership, Cen Rock Corp., Secondary Investment Company,
                  Polk City Limited Partnership, Boone County Corporation, Carl
                  Investment Limited Partnership, and Quaternary Investment
                  Company is:

                  201 West Liberty Street,
                  Suite 102
                  Reno, NV  89501

                  The address of the principal business office of International
                  Speedway Corporation, Facility Investments, Inc., and the
                  other members of the France Family Group not listed in the
                  preceding paragraph is:

                  1801 West International Speedway Boulevard
                  Daytona Beach, FL  32114


                                      5


<PAGE>   6


CUSIP NO. 709 598 10 6

                  SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS
                        FILED PURSUANT TO RULE 13D-1(C)
                    ________________________________________


           C)    CITIZENSHIP:

                 This portion of the Schedule 13G is completed by incorporating
                 the information contained in Item 4 of the copies of the second
                 part of the cover page which are incorporated herein by 
                 reference.

           D)    TITLE OF CLASS OF SECURITIES:

                 Common Stock

           E)    CUSIP NUMBER:

                 709 598 10 6

ITEM 3:

Not Applicable.

ITEM 4:    OWNERSHIP

           A)    AMOUNT BENEFICIALLY OWNED:
                 7,801,875

           B)    PERCENT OF CLASS:
                 54.9%

           C)    NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:

                 (I)   SOLE POWER TO VOTE OR TO DIRECT THE VOTE:

                       -0-

                 (II)  SHARED POWER TO VOTE OR TO DIRECT THE VOTE:

                       7,801,875



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CUSIP NO. 709 598 10 6

                  SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS
                        FILED PURSUANT TO RULE 13D-1(C)
                    ________________________________________


                 (III)  SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION
                        OF:

                        -0-


                  (IV)  SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF:

                        7,801,875


ITEM 5:     OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:


Not Applicable.


ITEM 6:     OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:



See response to Item No. 2 for persons who may be deemed to have the right to
receive or the power to direct, the receipt of dividends from or the proceeds
from the sale of 7,801,875 shares of such securities (and such interest relates
to more than five percent of such class).



ITEM 7:     IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
            THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:


Not applicable.


ITEM 8:     IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF A GROUP:



Not Applicable.


                                      7

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CUSIP NO. 709 598 10 6

                  SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS
                        FILED PURSUANT TO RULE 13D-1(C)
                    ________________________________________



ITEM 9:   NOTICE OF DISSOLUTION OF GROUP:


Not Applicable.


ITEM 10:  CERTIFICATION:



Not Applicable.


                                   SIGNATURE

     AFTER REASONABLE INQUIRY AND TO THE BEST OF MY KNOWLEDGE AND BELIEF, I
CERTIFY THAT THE INFORMATION SET FORTH IN THIS STATEMENT IS TRUE, COMPLETE AND
CORRECT.

                        PENSKE CORPORATION


                        BY: /s/ Roger S. Penske
                           --------------------------------------

                                ITS: Chairman of the Board
                                    -----------------------------

                                      2/11/98           
                        -----------------------------------------
                        DATE



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