SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant (X)
Filed by a Party other than the Registrant ( )
Check the appropriate box:
(x) Preliminary Proxy Statement ( ) Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
( ) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
SPEEDWAY MOTORSPORTS, INC.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
(X) No fee required
( ) Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
( ) Fee paid previously with preliminary materials.
( ) Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule, or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
(SPEEDWAY MOTORSPORTS, INC. LOGO)
ATLANTA, BRISTOL, CHARLOTTE & TEXAS MOTOR SPEEDWAYS
600 RACING
U.S. Highway 29 North
Concord, North Carolina 28026
Dear Stockholder: March 28, 1997
You are cordially invited to attend the Annual Meeting of
Stockholders to be held at 10:00 a.m. on April 29, 1997, at
Charlotte Motor Speedway, Concord, North Carolina. We look
forward to greeting personally those stockholders who are able
to attend. In order to be admitted to the meeting, you must
present the enclosed card.
The accompanying formal Notice of Meeting and Proxy
Statement describe the matters on which action will be taken at
the meeting.
Whether or not you plan to attend the meeting on April 29,
it is important that your shares be represented. To ensure that
your vote will be received and counted, please sign, date and
mail the enclosed proxy at your earliest convenience. Your vote
is important regardless of the number of shares you own.
On behalf of the Board of
Directors,
Sincerely,
(Signature of O. Bruton Smith)
O. BRUTON SMITH
CHAIRMAN AND CHIEF EXECUTIVE
OFFICER
<PAGE>
VOTING YOUR PROXY IS IMPORTANT
PLEASE SIGN AND DATE YOUR PROXY AND
RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE
SPEEDWAY MOTORSPORTS, INC.
NOTICE OF MEETING
Concord, NC
March 28, 1997
The Annual Meeting of Stockholders of Speedway Motorsports,
Inc. ("SMI") will be held at Charlotte Motor Speedway, located on
U.S. Highway 29 North, Concord, North Carolina on April 29, 1997,
at 10:00 a.m., for the following purposes as described in the
accompanying Proxy Statement:
1. To elect two (2) directors.
2. To consider and vote upon a proposal to ratify the
selection by the Board of Directors of Deloitte & Touche
LLP as the principal independent auditors of SMI and its
subsidiaries (collectively, the "Company") for the year
1997.
3. To consider and vote upon a proposal to amend the
Certificate of Incorporation of SMI to increase the number
of authorized shares of common stock that may be issued
thereunder.
4. To transact such other business as may properly come
before the meeting.
Only holders of record of SMI's common stock at the close of
business on March 21, 1997 will be entitled to vote at such
meeting.
Whether or not you plan to attend the meeting, you are urged
to complete, sign, date and return the enclosed proxy promptly in
the envelope provided. Returning your proxy does not deprive you
of your right to attend the meeting and to vote your shares in
person.
(Signature of Marylaurel E. Wilks)
MARYLAUREL E. WILKS
SECRETARY
IMPORTANT NOTE: To vote shares of common stock at the Annual
Meeting (other than in person at the meeting), a stockholder must
return a proxy. The return envelope enclosed with the proxy card
requires no postage if mailed in the United States of America.
<PAGE>
SPEEDWAY MOTORSPORTS, INC.
PROXY STATEMENT
March 28, 1997
GENERAL
INTRODUCTION
The Annual Meeting of Stockholders of Speedway Motorsports, Inc. ("SMI")
will be held on April 29, 1997 at 10:00 a.m., at Charlotte Motor Speedway,
located on U.S. Highway 29 North, Concord, North Carolina (the "Annual
Meeting"), for the purposes set forth in the accompanying notice. Only holders
of record of common stock of SMI, par value $.01 per share (the "Common Stock"),
at the close of business on March 21, 1997 (the "Record Date") will be entitled
to notice of, and to vote at, such meeting. This Proxy Statement is furnished in
connection with the solicitation by the Board of Directors of proxies to be used
at such meeting and at any and all adjournments thereof and is first being sent
to stockholders on or about the date hereof. Proxies in the accompanying form,
properly executed and duly returned and not revoked, will be voted at the
meeting (including adjournments). Where a specification is made by means of the
ballot provided in the proxies regarding any matter presented to the Annual
Meeting, such proxies will be voted in accordance with such specification. If no
specification is made, proxies will be voted (i) in favor of SMI's two (2)
nominees to the Board of Directors, (ii) in favor of the selection of Deloitte &
Touche LLP as the principal independent auditors of SMI and its subsidiaries
(collectively, the "Company") for the year 1997, and (iii) in favor of amending
SMI's Certificate of Incorporation to increase the number of authorized shares
of Common Stock.
The Company's principal executive offices are located at U.S. Highway 29
North, Concord, North Carolina 28026. However, proxies should not be sent to
that address, but to First Union National Bank of North Carolina, P. O. Box
217950, Charlotte, North Carolina 28254-3555.
This Proxy Statement is furnished by SMI to stockholders of SMI in
connection with the upcoming Annual Meeting.
OWNERSHIP OF CAPITAL SECURITIES
The following table sets forth certain information regarding ownership of
SMI's Common Stock as of March 21, 1997, by (i) each person or entity known to
the Company who beneficially owns five percent or more of the Common Stock, (ii)
each director and nominee to the Board of Directors of SMI, (iii) each executive
officer of SMI (including the Chief Executive Officer), and (iv) all directors
and executive officers of SMI as a group. Except as otherwise indicated below,
each of the persons named in the table has sole voting and investment power with
respect to the securities beneficially owned by him or it as set forth opposite
his or its name.
<TABLE>
<CAPTION>
AMOUNT & NATURE OF
BENEFICIAL OWNER BENEFICIAL OWNERSHIP PERCENT
<S> <C> <C>
O. Bruton Smith (1)(2)....................................................... 29,000,000 70.2%
Sonic Financial Corporation (2).............................................. 23,700,000 57.4
H.A. "Humpy" Wheeler (3)..................................................... 598,000 1.4
William R. Brooks (3)........................................................ 240,000 *
Edwin R. Clark (3)........................................................... 84,800 *
William P. Benton (3)........................................................ 50,000 *
Mark M. Gambill (3).......................................................... 44,200 *
All directors and executive officers as a group (six persons) (1)............ 30,017,000 71.0
</TABLE>
* Less than one percent
1
<PAGE>
(1) The shares of Common Stock shown as owned by such person or group include,
without limitation, all of the shares shown as owned by Sonic Financial
Corporation ("Sonic") elsewhere in the table. Mr. Smith owns the substantial
majority of the common stock of Sonic.
(2) The address of such person is P.O. Box 18747, Charlotte, North Carolina
28212.
(3) All the shares shown as owned by each such person (other than Mr. Clark, Mr.
Gambill and Mr. Benton) underlie options granted by the Company. All the
shares shown as owned by Mr. Clark, other than 4,800 shares owned by him
directly, underlie options granted by the Company. All the shares shown as
owned by Mr. Gambill, other than 4,200 shares owned by him directly,
underlie options granted by the Company. All shares shown as owned by Mr.
Benton, other than 10,000 shares owned by him directly, underlie options
granted by the Company. All such options are currently exercisable. For
additional information concerning options granted to the Company's executive
officers, see "Executive Compensation" below."
NUMBER OF SHARES OUTSTANDING AND VOTING
SMI currently has authorized under its Certificate of Incorporation
100,000,000 shares of Common Stock, of which 41,305,000 shares are currently
issued and outstanding and entitled to be voted at the Annual Meeting. At the
meeting, holders of Common Stock will have one vote per share for an aggregate
total of 41,305,000 votes. A quorum being present, directors will be elected by
majority vote, and the actions proposed in the remaining items referred to in
the accompanying Notice of Meeting, with the exception of the amendment to SMI's
Certificate of Incorporation, will become effective if a majority of the votes
cast by shares entitled to vote on the subject matter is cast in favor thereof.
The amendment to SMI's Certificate of Incorporation will become effective if the
proposal receives the affirmative vote of holders of at least 66- 2/3% of the
shares of Common Stock outstanding. Abstentions and broker non-votes will not be
counted in determining the number of shares voted for any director-nominee or
for any proposal.
A holder of Common Stock who signs a proxy card may withhold votes as to
any director-nominee by writing the name of such nominee in the space provided
on the proxy card.
REVOCATION OF PROXY
Stockholders who execute proxies may revoke them at any time before they
are exercised by delivering a written notice to Marylaurel E. Wilks, the
Secretary of SMI, either at the Annual Meeting or prior to the meeting date at
the Company's offices at U.S. Highway 29 North, Concord, North Carolina 28026,
by executing and delivering a later-dated proxy, or by attending the meeting and
voting in person.
EXPENSES OF SOLICITATION
The Company will pay the cost of solicitation of proxies, including the
cost of assembling and mailing this Proxy Statement and the materials enclosed
herewith. In addition to the use of the mails, proxies may be solicited
personally, or by telephone or telegraph, by corporate officers and employees of
the Company without additional compensation. The Company intends to request
brokers and banks holding stock in their names or in the names of nominees to
solicit proxies from their customers who own such stock, where applicable, and
will reimburse them for their reasonable expenses of mailing proxy materials to
their customers.
1997 STOCKHOLDER PROPOSALS
In order for stockholder proposals intended to be presented at the 1998
Annual Meeting of Stockholders to be eligible for inclusion in the Company's
proxy statement and the form of proxy for such meeting, they must be received by
the Company at its principal offices in Concord, North Carolina no later than
November 28, 1997.
ELECTION OF DIRECTORS
NOMINEES FOR ELECTION AS DIRECTORS OF SMI
Directors of SMI are elected at the annual meetings of stockholders of SMI
to serve staggered terms of three years and until their successors are elected
and qualified. The Board of Directors of SMI currently consists of six (6)
directors, two of whom must be elected at the Annual Meeting.
It is intended that the proxies in the accompanying form will be voted at
the meeting for the election to the Board of Directors of the following
nominees, each of whom has consented to serve if elected: H.A. Wheeler and Edwin
R. Clark,
2
<PAGE>
each to serve a three year term until the 2000 Annual Meeting of Stockholders
and until his successor shall be elected and shall qualify, except as otherwise
provided in SMI's Certificate of Incorporation and Bylaws. Both of the nominees
are presently directors of SMI. If for any reason either nominee named above is
not a candidate when the election occurs, it is intended that proxies in the
accompanying form will be voted for the election of the other nominee named
above and may be voted for any substitute nominee or, in lieu thereof, the Board
of Directors may reduce the number of directors in accordance with SMI's
Certificate of Incorporation and Bylaws.
The name, age, present principal occupation or employment and the material
occupations, positions, offices or employments for the past five years of each
SMI director and director-nominee are set forth below.
O. BRUTON SMITH, 70, has been Chief Executive Officer and a director of
Charlotte Motor Speedway, Inc. ("CMS") since 1975. He was a founder of CMS in
1959 and was an executive officer and director of CMS until 1961, when it
entered reorganization proceedings under the bankruptcy laws. Mr. Smith became
Chairman and Chief Executive Officer, President and a director of Atlanta Motor
Speedway, Inc. ("AMS") upon acquiring it in 1990. He became Chief Executive
Officer of SMI upon its organization in December 1994 and became the Chairman
and President of Bristol Motor Speedway, Inc. ("BMS") upon its acquisition in
January 1996, Sears Point Raceway ("SPR") upon its acquisition in November 1996,
and Texas Motor Speedway ("TMS") in 1996. Mr. Smith also owns and operates Town
& Country Ford, Inc. ("T&C"), among other private businesses. He was the
controlling stockholder of North Carolina Federal Savings & Loan Association, a
federally-chartered thrift, when it entered receivership under the Resolution
Trust Corporation in March 1990.
H.A. "HUMPY" WHEELER, 59, was hired by CMS in 1975 and has been a director
and General Manager of CMS since 1976. Mr. Wheeler was named President of CMS in
1980 and became a director of AMS upon its acquisition in 1990. He became
President, Chief Operating Officer and a director of SMI upon its organization
in December 1994. Mr. Wheeler has been a Vice President and a director of BMS
and SPR since their acquisition in 1996, and of TMS since formed.
WILLIAM R. BROOKS, 47, joined Sonic Financial Corporation ("Sonic") from
Price Waterhouse in 1983. Promoted from Tax Manager to Controller in 1985, he
was promoted again, to Chief Financial Officer, in 1989. Mr Brooks has been Vice
President of CMS for more than five years and has been Vice President and a
director of AMS, BMS and SPR since their acquisition, and TMS since formed. He
became Vice President, Treasurer, Chief Financial Officer and a director of SMI
upon its organization in December 1994 and has been the President and a director
of Speedway Funding Corp., the Company's financing subsidiary, since 1995.
EDWIN R. CLARK, 42, became Vice President and General Manager of AMS in
1992 and was promoted to President and General Manager of AMS in 1995. Prior to
that appointment, he had been CMS' Vice President of Events since 1981. Mr.
Clark became Executive Vice President of SMI upon its organization in December
1994 and became a director of SMI in 1995.
WILLIAM P. BENTON, 72, became a director of SMI in 1995. Since 1986, Mr.
Benton has been Vice Chairman of Wells, Rich, Greene/BDDP Inc., an advertising
agency with offices in New York and Detroit. Mr. Benton is also a consultant to
the Chairman and Chief Executive Officers of TI Group and Allied Holdings, Inc.
Mr. Benton retired from Ford Motor Company as its Vice President of Marketing
Worldwide in 1984 after a 37-year career with that company.
MARK M. GAMBILL, 46, became a director of SMI in 1995. Mr. Gambill has been
employed continuously since 1972 by Wheat, First Securities, Inc. an investment
banking firm headquartered in Richmond, Virginia. In 1996, he was named
President of Wheat, First Securities, Inc. Previously, Mr. Gambill acted as head
of the Capital Markets division, including Corporate and Public Finance, Taxable
Fixed Income, Municipal Sales and Trading, Equity Sales, Trading and Research.
Mr. Gambill has served on the Board of Directors of Wheat, First Securities,
Inc. since 1983.
WILLIAM E. GOSSAGE became Vice President and General Manager of TMS in
August 1995. Before that appointment, he was Vice President of Public Relations
at CMS from 1989 to 1995. Mr. Gossage previously worked with Miller Brewing
Company in its motorsports public relations program and served in various public
relations and managerial capacities at two other NASCAR-sanctioned tracks.
M. JEFFREY BYRD was hired effective March 1, 1996 as Vice President and
General Manager of BMS. Prior to working at BMS, Mr. Byrd had been continuously
employed by RJR Nabisco for 23 years in various sports marketing positions, most
recently as Vice President of business development for its Sports Marketing
Enterprises affiliate.
STEVEN PAGE was hired effective November 18, 1996 as Vice President and
General Manager of SPR. Prior to being hired by SMI, Mr. Page had been
continuously employed by Brenda Raceway Corporation, who owned and operated SPR
before its acquisition by the Company, for several years as Vice President and
General Manager.
3
<PAGE>
COMMITTEES OF THE BOARD OF DIRECTORS AND MEETINGS
There are two standing committees of the Board of Directors of SMI, the
Audit Committee and the Compensation Committee. The Audit Committee currently
consists of Messrs. Benton and Gambill. The Compensation Committee is comprised
of Messrs. Benton, Gambill and Smith. Set forth below is a summary of the
principal functions of each committee and the number of meetings held during
1996.
AUDIT COMMITTEE. The Audit Committee, which held two meetings in 1996,
recommends the appointment of the Company's independent auditors, determines the
scope of the annual audit to be made, reviews the conclusions of the auditors
and reports the findings and recommendations thereof to the Board, reviews with
the Company's auditors the adequacy of the Company's system of internal control
and procedures and the role of management in connection therewith, reviews
transactions between the Company and its officers, directors and principal
stockholders, and performs such other functions and exercises such other powers
as the Board from time to time may determine.
COMPENSATION COMMITTEE. The Compensation Committee, which held two meetings
in 1996, administers certain compensation and employee benefit plans of the
Company, annually reviews and determines executive officer compensation,
including annual salaries, bonus performance goals, bonus plan allocations,
stock option grants and other benefits, direct and indirect, of all executive
officers and other senior officers of the Company. The Compensation Committee
administers the 1994 Stock Option Plan of SMI (the "Stock Option Plan") and
periodically reviews the Company's executive compensation programs and takes
action to modify programs that yield payments or benefits not closely related to
Company or executive performance. The policy of the Compensation Committee's
program for executive officers is to link pay to business strategy and
performance in a manner which is effective in attracting, retaining and
rewarding key executives while also providing performance incentives and
awarding equity-based compensation to align the long-term interests of executive
officers with those of Company stockholders. It is the Compensation Committee's
objective to offer salaries and incentive performance pay opportunities that are
competitive in the marketplace.
The Company currently has no standing nominating committee.
During 1996, there were four meetings of the Board of Directors of SMI.
During 1996, each director of SMI attended at least seventy-five percent of the
meetings of the Board of Directors of SMI (and, as applicable, committees
thereof).
SELECTION OF INDEPENDENT AUDITORS
The Board of Directors has selected the firm of Deloitte & Touche LLP as
the principal independent auditors of the Company for the year 1997. Deloitte &
Touche LLP has acted in such capacity for the Company since its organization in
December 1994. This selection is submitted for approval by the stockholders at
the Annual Meeting.
Representatives of Deloitte & Touche LLP will attend the Annual Meeting.
They will have an opportunity to make a statement if they so desire, and to
respond to appropriate questions.
PROPOSED AMENDMENT TO CERTIFICATE OF INCORPORATION
At the Annual Meeting, the Board of Directors of SMI will seek approval of
an amendment to Section 4.01 of SMI's Certificate of Incorporation (the
"Charter") to increase the authorized Common Stock of SMI to 200,000,000 shares.
The Charter currently authorizes the issuance of 100,000,000 shares of
Common Stock (of which 41,305,000 shares are currently outstanding). If the
proposed Charter amendment is approved by the stockholders, then, subject to
final authorization by the Board of Directors, Section 4.01 of the Charter will
be amended to provide 200,000,000 authorized shares of Common Stock, $.01 par
value per share. The increase in authorized capital pursuant to the Charter
amendment would enhance the ability of the Board of Directors to engage in
future sales of equity securities or acquisitions without SMI incurring the
additional costs and delays attendant to the obtaining of further stockholder
approval.
MANAGEMENT
DIRECTORS OF SMI
For information with respect to the Board of Directors of SMI, see
"Election of Directors."
4
<PAGE>
EXECUTIVE OFFICERS OF SMI
Messrs. Smith, Wheeler, Brooks and Clark are the executive officers of SMI.
Each executive officer serves as such until his successor is elected and
qualified. No executive officer of SMI was selected pursuant to any arrangement
or understanding with any person other than SMI. For further information with
respect to Messrs. Smith, Wheeler, Brooks and Clark as officers of SMI, see
"Election of Directors."
EXECUTIVE COMPENSATION
COMPENSATION COMMITTEE REPORT
The following is an explanation of the Company's executive officer
compensation program as in effect for 1996:
1996 OFFICER COMPENSATION PROGRAM
The 1996 executive officer compensation program of the Company had three
primary components: (i) base salary, (ii) short-term incentives under the
Company's executive bonus plan, and (iii) long-term incentives which consisted
solely of stock option grants made under SMI's Stock Option Plan (for officers
other than the Chief Executive Officer). Executive officers (including the Chief
Executive Officer) were also eligible in 1996 to participate in various benefits
plans similar to those provided to other employees of the Company. Such benefits
plans are intended to provide a safety net of coverage against various events,
such as death, disability and retirement.
Base salaries (including that of the Chief Executive Officer) were
established on the basis of non-quantitative factors such as positions of
responsibility and authority, years of service and annual performance
evaluations. They were targeted to be competitive principally in relation to
other motorsports racing companies (such as some of those included in the Peer
Group Index in the performance graph elsewhere herein), although the
Compensation Committee also considered the base salaries of certain other
amusement, sports and recreation companies not included in the Peer Group Index
because the Compensation Committee considered those to be relatively comparable
industries.
The Company's executive bonus plan established a potential bonus pool for
the payment of year-end bonuses to Company officers and other key personnel
based on 1996 performance and operating results. Under this plan, aggressive
revenue and profit target levels were established by the Compensation Committee
as incentives for superior individual, group and Company performance. Each
executive officer was eligible to receive a discretionary bonus based upon
individually established subjective performance goals. The Compensation
Committee approved cash incentive bonuses in amounts ranging from 0.7% to 2.5%
of the Company's 1996 operating income.
Awards of stock options under SMI's Stock Option Plan are based on a number
of factors in the discretion of the Compensation Committee, including various
subjective factors primarily relating to the responsibilities of the individual
officers for and contribution to the Company's operating results (in relation to
the Company's other optionees), their expected future contributions and the
levels of stock options currently held by the executive officers individually
and in the aggregate. Stock option awards to executive officers have been at
then-current market prices in order to align a portion of an executive's net
worth with the returns to the Company's stockholders. For details concerning the
grant of options to the executive officers named in the Summary Compensation
Table below, see "Executive Compensation -- Fiscal Year-End Option Values."
As noted above, the Company's compensation policy is primarily based upon
the practice of pay-for-performance. Section 162(m) of the Internal Revenue Code
imposes a limitation on the deductibility of nonperformance-based compensation
in excess of $1 million paid to named executive officers. The Stock Option Plan
was created with the intention that all compensation attributable to stock
option exercises should qualify as deductible performance-based compensation.
The Committee currently believes that, generally, the Company should be able to
continue to manage its executive compensation program to preserve federal income
tax deductions.
CHIEF EXECUTIVE OFFICER COMPENSATION
The Committee's members other than Mr. Smith annually review and approve
the compensation of Mr. Smith, the Company's Chief Executive Officer. Mr. Smith
also participates in the executive bonus plan, with his bonus tied to corporate
revenue and profit goals. His maximum possible bonus is 2.5% of the Company's
1996 operating income. The Committee believes that Mr. Smith is paid a
reasonable salary. Mr. Smith is the only employee of the Company not eligible
for stock options. Since he is a significant stockholder in the Company, his
rewards as Chief Executive Officer reflect increases in value enjoyed by all
other stockholders.
5
<PAGE>
COMPENSATION COMMITTEE
O. Bruton Smith
Mark M. Gambill
William P. Benton
COMPENSATION OF OFFICERS
The following table sets forth compensation paid by or on behalf of the
Company to the Chief Executive Officer of the Company during 1996 and to its
other executive officers for services rendered during the Company's fiscal years
ended December 31, 1996, 1995 and 1994:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
NUMBER OF
ANNUAL COMPENSATION (1) SHARES
NAME AND PRINCIPAL BONUS OTHER ANNUAL UNDERLYING ALL OTHER
POSITION YEAR SALARY (2) COMPENSATION OPTIONS (3) COMPENSATION (4)
<S> <C> <C> <C> <C> <C> <C>
O. Bruton Smith 1996 $350,000 $975,000 $ 99,288(5) -- -0-
Chairman and Chief 1995 350,000 740,000 96,266(5) -- -0-
Executive Officer of SMI 1994 328,106 800,000 (6) -- -0-
H.A. "Humpy" Wheeler 1996 250,000 685,000 (6) -- $2,500
President and Chief 1995 250,000 450,000 (6) -- 2,500
Operating Officer of SMI; 1994 42,000 844,336 (6) 700,000 2,500
President and General
Manager of CMS
William R. Brooks 1996 175,000 273,000 (6) 100,000 2,500
Vice President, Treasurer 1995 175,000 207,200 (6) -- 2,500
and Chief Financial Officer of SMI 1994 72,000 323,600 (6) 140,000 300
Edwin R. Clark 1996 102,500 205,593 (6) -- 2,500
Executive Vice President 1995 102,500 240,927 (6) -- 2,500
of SMI; President and 1994 102,500 228,050 (6) 80,000 2,500
General Manager of AMS
</TABLE>
(1) Does not include the dollar value of perquisites and other personal
benefits.
(2) The amounts shown are cash bonuses earned in the specified year and paid in
the first quarter of the following year.
(3) The Company's Stock Option Plan was adopted in December 1994. The number of
shares underlying options is, in the case of each executive officer, the sum
of shares available upon exercise of incentive stock options and
non-statutory stock options granted in 1994, giving effect to the Stock
Split. No options were granted to the Company's executive officers in 1993
or 1995.
(4) Includes Company match to 401(k) plan.
(5) Amount represents share of split-dollar insurance premium treated as
compensation to Mr. Smith. See "Smith Life Insurance Arrangements." Mr.
Smith also received certain perquisites and other personal benefits totaling
not more than $50,000.
(6) The aggregate amount of perquisites and other personal benefits received did
not exceed the lesser of $50,000 or 10% of the total annual salary and bonus
reported for such executive officer.
FISCAL YEAR-END OPTION VALUES
The following table sets forth information concerning outstanding options
to purchase Common Stock held by executive officers of the Company at December
31, 1996, adjusted to reflect the Stock Split.
6
<PAGE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
NUMBER OF UNDERLYING UNEXERCISED OPTIONS AT
OPTIONS EXERCISED FISCAL YEAR-END (#)
NAME IN 1996 EXERCISABLE/UNEXERCISABLE
<S> <C> <C>
H.A. "Humpy" Wheeler............................. 102,000 598,000/0
William R. Brooks................................ -- 240,000/0
Edwin R. Clark................................... -- 80,000/0
<CAPTION>
UNDERLYING VALUE OF
UNEXERCISED
IN-THE-MONEY OPTIONS AT
FISCAL YEAR-END ($)(1)
NAME EXERCISABLE/UNEXERCISABLE
<S> <C>
H.A. "Humpy" Wheeler............................. $ 9,791,000/0
William R. Brooks................................ 2,100,000/0
Edwin R. Clark................................... 1,170,000/0
</TABLE>
(1) Year-end value is based on an assumed fair market value of $21.00 per share,
less the applicable aggregate option exercise price(s) of in-the-money
options, multiplied by the number of unexercised in-the-money options which
are exercisable and unexercisable, respectively.
SMITH LIFE INSURANCE ARRANGEMENTS
In 1995, the Compensation Committee (excluding Mr. Smith) approved the
establishment of a "split-dollar" life insurance plan for the benefit of Mr.
Smith. Pursuant to such plan, the Company entered into split-dollar insurance
agreements whereby split-dollar life insurance policies in the total face amount
of $16,362,454 (individually, a "Policy" or together the "Policies") would be
purchased and held in trust for the benefit of Mr. Smith's lineal descendants.
The Company has agreed to pay the annual (or shorter period) premium payments on
the Policies.
Upon payment of the death benefit or upon the surrender of a Policy for its
cash value, the Company will receive an amount equal to the Company's
Split-Dollar Interest (as defined below). The Company's Split-Dollar Interest
equals, in the case of the payment of the death benefit, the cumulative payments
made by the Company towards the premiums under a Policy less any portion of such
payments charged as compensation to Mr. Smith (the "Reimbursable Payment"). The
Company's Split-Dollar Interest equals, in the case of surrender of a Policy for
its cash value, the lesser of (i) the net cash value of such Policy and (ii) the
Reimbursable Payment.
In the event a Policy is surrendered or terminated prior to his death, Mr.
Smith has agreed to reimburse the Company for the positive amount, if any, by
which the Reimbursable Payment exceeds the net cash value of such Policy. Mr.
Smith's promise is evidenced by a promissory note in favor of the Company, which
note includes a limited guaranty by Sonic whereby Sonic will permit amounts owed
by Mr. Smith to the Company to be offset by amounts owed to Sonic by AMS.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Messrs. Benton, Gambill and Smith served on the Company's Compensation
Committee during 1996. Mr. Smith serves as the Chief Executive Officer of the
Company. Mark M. Gambill is the President of Wheat, First Securities, Inc., the
investment banking firm which acted as a lead underwriter in the Company's
initial public offering in February 1995 and was a lead underwriter in the
Company's additional equity offering completed in March 1996, and the Company's
offering of 5 3/4% convertible subordinated debentures in October 1996.
The Company pays the annual (or shorter period) premiums on split dollar
life insurance policies for the benefit of Mr. Smith. See "Executive
Compensation -- Smith Life Insurance Arrangements."
No executive officer of SMI serves or served on the compensation committee
of another entity during 1996 and no executive officer of SMI serves or served
as a director of another entity who has or had an executive officer serving on
the Board of Directors of SMI.
DIRECTOR COMPENSATION
Members of the Board of Directors who are not employees of the Company each
received in 1996 an option to purchase 20,000 shares of the Company's common
stock at $20.625 for services as directors. The Company also reimburses all
directors for their expenses incurred in connection with their activities as
directors of SMI. Directors who are also employees of the Company receive no
additional compensation for serving on the Board of Directors. For additional
information concerning the Formula Stock Option Plan for SMI's outside
directors, see the Company's Proxy Statement dated April 12, 1996.
7
<PAGE>
STOCKHOLDER RETURN PERFORMANCE GRAPH
Set forth below is a line graph comparing the cumulative stockholder return
on the Company's Common Stock against the cumulative total return of each of the
Standard & Poor's 500 Stock Index and a Peer Group Index for the time period
commencing February 24, 1995 and ending December 31, 1996. The companies used
in the Peer Group Index in 1995 consist of Churchill Downs Incorporated,
International Speedway Corporation, Gaylord Entertainment Company, Hollywood
Park, Inc., Walt Disney Co. and International Family Entertainment,
and in 1996 also include Penske Motorsports and Dover International Raceway,
which are all publicly traded companies known by the Company to be involved in
the amusement, sports and recreation industries. The graph assumes that $100 was
invested on February 24, 1995 in each of the Company's Common Stock, the
Standard & Poor's 500 Stock Index and the Peer Group Index companies and that
all dividends were reinvested.
Comparison of Cumulative Total Return
(Performance Graph appears here. See table below for plot points.)
<TABLE>
<CAPTION>
24-Feb-95 31-Mar-95 30-Jun-95 30-Sep-95 31-Dec-95 31-Mar-96 30-Jun-96 30-Sep-96 31-Dec-96
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Speedway Motorsports Inc. $100 $ 95 $115 $137 $159 $299 $272 $278 $223
Old Peer Group $100 $101 $105 $109 $112 $121 $120 $119 $131
S&P 500 Composite Index $100 $103 $113 $121 $129 $136 $142 $147 $159
New Peer Group $100 $101 $105 $109 $112 $121 $119 $119 $130
</Tale>
CERTAIN TRANSACTIONS
CMS holds a note from a partnership in which the Company's Chief Executive
Officer is a partner. The outstanding balance due thereunder was $697,000 at
December 31, 1996, including interest totaling $197,000. The note due from such
partnership is collateralized by certain land owned by the partnership and is
payable on demand.
Sonic has made several loans and cash advances to AMS in the last three
years. Such loans and advances stood at approximately $2.6 million at December
31, 1996. Of such amount, approximately $1.8 million bears interest at 3.83% per
annum. The remainder of the amount bears interest at a rate of prime plus 1%.
Prior to the completion of SMI's initial public offering, CMS joined with
Sonic in filing consolidated federal income tax returns for several years. It
did so for the period of 1995 ending with the restructuring consummated prior to
the completion of the initial public offering. Under applicable federal tax law,
each corporation included in Sonic's consolidated return is jointly and
severally liable for any resultant tax. Under a tax allocation agreement dated
January 27, 1995, however, CMS agreed to pay Sonic, in the event that additional
federal income tax is determined to be due, an amount equal to CMS' separate
federal income tax liability computed for all periods in which CMS and Sonic
have been members of Sonic's consolidated group. Also pursuant to such
agreement, Sonic agreed to indemnify CMS for any additional amount determined to
be due from Sonic's consolidated group in excess of the federal income tax
liability of CMS for such periods. The tax allocation agreement establishes
procedures with respect to tax adjustments, tax claims, tax refunds, tax credits
and other tax
8
<PAGE>
attributes relating to periods ending prior to the time that CMS left Sonic's
consolidated group. Pursuant to such agreement, amounts payable by CMS for tax
adjustments, if any, shall in no event exceed the sum of $1.8 million plus the
amount of any tax adjustments for which CMS may receive future tax benefits.
From time to time during 1996, Sonic and the Company have paid certain
expenses and made cash advances for various corporate purposes on behalf of the
other. At December 31, 1996, the Company had a net receivable from Sonic of
approximately $1,131,000.
For information concerning certain transactions in which Messrs. Smith and
Gambill have an interest, see "Compensation Committee Interlocks and Insider
Participation."
COMPLIANCE WITH SECTION 16(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
SMI's executive officers, directors and persons who own more than ten percent
(10%) of SMI's Common Stock to file initial reports of ownership and changes in
ownership with the SEC. Additionally, SEC regulations require that SMI identify
any individuals for whom one of the referenced reports was not filed on a timely
basis during the most recent fiscal year or prior fiscal years. To SMI's
knowledge, based solely on review of reports furnished to it, all Section 16(a)
filing requirements applicable to its executive officers, directors and more
than 10% beneficial owners were complied with, except that Mr. Wheeler
inadvertently filed late one report showing the sale, in 1996, of 2,000 shares
of Common Stock.
OTHER MATTERS
In the event that any matters other than those referred to in the
accompanying Notice should properly come before and be considered at the Annual
Meeting, it is intended that proxies in the accompanying form will be voted
thereon in accordance with the judgment of the person or persons voting such
proxies.
9
<PAGE>
******************************************************************************
APPENDIX
SPEEDWAY MOTORSPORTS, INC.
P R O X Y
CONCORD, NORTH CAROLINA
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Mr. O. Bruton Smith and Mr. William R.
Brooks as Proxies, each with the power to appoint his substitute, and hereby
authorizes them to represent and vote, as designated below, all the shares of
the Common Stock of Speedway Motorsports, Inc. held of record by the undersigned
on March 21, 1997 at the Annual Meeting of Stockholders to be held on April 29,
1997 or any adjournment thereof.
1. ELECTION OF DIRECTORS
Nominees: H.A. Wheeler and Edwin R. Clark (Mark only one of the following
boxes.)
[ ] VOTE FOR both nominees listed above, except vote withheld as to the
following nominee (if any):
[ ] VOTE WITHHELD as to all nominees.
2. SELECTION OF AUDITORS
To ratify the appointment of Deloitte & Touche LLP as the independent
auditors for the Company for the fiscal year ending 1997.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. AMENDMENT TO CERTIFICATE OF INCORPORATION
To approve an amendment to the Company's Certificate of Incorporation to
increase the Company's authorized Common Stock to 200 million shares.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
<PAGE>
PLEASE MARK, SIGN BELOW, DATE AND RETURN THIS PROXY PROMPTLY IN THE ENVELOPE
FURNISHED.
Please sign exactly as name appears below. When shares are held by joint
tenants, both should sign. When signing as attorney, as executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
SHARES
DATED , 1997
Signature
Signature if held jointly
[ ] Please mark here if you intend
to attend the Meeting of
Stockholders.
</TABLE>
