UNITED STATES

Form S-3

International Speedway Corporation

Copies to:

    Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

CALCULATION OF REGISTRATION FEE

(1)	Represents 2,500,0003,999,264 shares to be sold by a holderholders of our class A common stock and includes 375,000521,643 shares subject to the over- allotment option granted to the underwriters.underwriters by holders of our class A common stock.
(2)	Estimated solely for the purpose of computing the registration fee pursuant to Rule 457(c). Pursuant to Rule 457(c), the proposed maximum offering price has been calculated based on the average of the high and low prices of the common stock on the NASDAQ National Market on January 17, 2002.May 5, 2003.

    The registrantRegistrant hereby amends this registration statementRegistration Statement on such date or dates as may be necessary to delay its effective date until the registrantRegistrant shall file a further amendment which specifically states that this registration statementRegistration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until the registration statementRegistration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. The selling stockholderWe may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JANUARY 24, 2002MAY 7, 2003

PROSPECTUS

2,500,0003,477,621 Shares

International Speedway Corporation

Class A Common Stock

         The selling stockholderstockholders named in this prospectus isare selling 2,500,0003,477,621 shares of our class A common stock. We will not receive any proceeds from the sale of the shares by the selling stockholder. Thestockholders. A separate selling stockholder named in this prospectus has granted the underwriters an option to purchase up to 375,000521,643 additional shares of class A common stock to cover over-allotments.

     Our class A common stock is quoted on the NasdaqNASDAQ National Market under the symbol “ISCA.” The last reported sale price of our class A common stock on the NasdaqNASDAQ National Market on January 23, 2002,May 5, 2003 was $40.66$39.81 per share.

      Investing in our class A common stock involves risks. See “Risk Factors” beginning on page 10.13.

      Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

     The underwriters expect to deliver the shares to purchasers on or about                     , 2002.2003.

Salomon Smith BarneyJoint Book-Running Managers

                                    JPMorgan

Wachovia Securities

                    , 2002

Inside front cover

Description of photographs:

                    , 2003

     You should rely only on the information contained in or incorporated by reference in this prospectus. Neither we nor the selling stockholder hasstockholders have authorized anyone to provide you with different information. The selling stockholder isstockholders are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information contained or incorporated by reference in this prospectus is accurate as of any date other than the date on the front of this prospectus.

TABLE OF CONTENTS

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FORWARD-LOOKING STATEMENTS

     This prospectus and the documents incorporated in this prospectus by reference may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. You can identify a forward-looking statement by our use of the words “anticipate,” “estimate,” “expect,” “may,” “believe,” “objective,” “projection,” “forecast,” “goal,”“goal” and similar expressions. These forward-looking statements include our statements regarding the timing of future events, our anticipated future operations and our anticipated future financial position and cash requirements. Although we believe that the expectations reflected in our forward-looking statements are reasonable, we do not know whether our expectations will prove correct. We disclose the important factors that could cause our actual results to differ from our expectations in cautionary statements made in this prospectus and in other filings we have made with the Securities and Exchange Commission. All subsequent written and oral forward-looking statements attributable to us or to persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of the risk factors described in this prospectus and other factors set forth in or incorporated by reference in this prospectus.

     Many of these factors are beyond our ability to control or predict. We caution you not to put undue reliance on forward-looking statements or to project any future results based on such statements or on present or prior earnings levels. Please see “Risk Factors” for a discussion of some of the factors that may adversely affect an investment in the securities.

INDUSTRY DATA

     Market share and industry data disclosed in this prospectus have been obtained from or estimated based on the following sources/publications: Nielsen Media Research; Goodyear Racing Attendance Reports; Joyce Julius & Associates; Street & Smith’s Sports Business Journal; Major League Baseball; National Football League; National Basketball Association; National Hockey League; National Association for Stock Car Auto Racing; Indy Racing League; Championship Auto Racing Teams; International Race of Champions; Automobile Racing Club of America; Grand American Road Racing Association; International Motorsports Association; National Hot Rod Association; Sports Car Club of America; United States Auto Club; American Motorcyclist Association; Federation Internationale de l’Automobile; Speed Channel; and ESPN Sports Polls. We have not independently verified any of the data from these sources/publications.

INTELLECTUAL PROPERTY

     We have various registered and common law trademark rights, including, but not limited to, “California Speedway,” “Darlington Raceway,” “The Great American Race,” “Southern 500,” “Too Tough to Tame,” “Daytona International Speedway,” “DAYTONA USA,” the “Daytona 500,” the “24 Hours of Daytona,” “Acceleration Alley,” “Daytona Dream Laps,” “Speedweeks,” “World Center of Racing,” “Homestead-Miami Speedway,” “Kansas Speedway,” “Michigan International Speedway,” “Nazareth Speedway,” “North Carolina Speedway,” “The Rock,” “Phoenix International Raceway,” “Richmond International Raceway,” “The Action Track,” “Talladega Superspeedway,” “Watkins Glen International,” “The Glen,” “Americrown,” “Motor Racing Network,” “MRN,” “Truxpo Truck Tour” and related logos. This prospectus and the documents incorporated by reference also include trademarks, service marks and trade names of other companies.

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SUMMARY

     The following summary is qualified in its entirety by and should be read together with the more detailed information and audited financial statements, including the related notes, contained or incorporated by reference in this prospectus. Except as expressly indicated or unless the context otherwise requires, “ISC,” “we,” “our” and “us” meansmean International Speedway Corporation, a Florida corporation and its consolidated subsidiaries.

International Speedway Corporation

     We are a leading promoter of motorsports entertainment activities in the United States. We own and/or operate twelve of the nation’s major motorsports facilities:

	•	Daytona International Speedway in Florida;
	•	Talladega Superspeedway in Alabama;
	•	Michigan International Speedway in Michigan;
	•	Richmond International Raceway in Virginia;
	•	California Speedway in California;
	•	Kansas Speedway in Kansas;
	•	Phoenix International Raceway in Arizona;
	•	Homestead-Miami Speedway in Florida;
	•	North Carolina Speedway in North Carolina;
	•	Darlington Raceway in South Carolina;
	•	Watkins Glen International in New York; and
	•	Nazareth Speedway in Pennsylvania.

     In addition, Raceway Associates, LLC, in which we hold a 37.5% indirect equity interest, owns and operates two nationally recognizednationally-recognized major motorsports facilities in Illinois:

	•	Chicagoland Speedway; and
	•	Route 66 Raceway.

     In 2001,2002, these motorsports facilities promoted well over 100 stock car, open-wheel,open wheel, sports car, truck, motorcycle and other racing events, including:

	•	20 NASCAR Winston Cup Series events;
	•	16 NASCAR Busch Series Grand National Division events;
	•	8 NASCAR Craftsman Truck Series events;
	•	58 Indy Racing League (“IRL”) IndyCar Series events;
	•	3 Championship Auto Racing Teams (“CART”) FedEx Championship Series events;
	•	2 National Hot Rod Association (“NHRA”) national events;
	•	1 Championship Auto Racing Teams (“CART”) Bridgestone Presents Champ Car World Series Powered by Ford (“Champ Car World Series”) event;
	•	the premier sports car endurance event in the United States (the Rolex 24 at Daytona sanctioned by the Grand American Road Racing Association)Association (“Grand American”)); and
	•	a number of prestigious motorcycle races.

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     Our business consists principally of racing events at these major motorsports facilities, which, in total, currently have more than 1one million grandstand seats. We generate revenue primarily from admissions, television, radio and ancillary rights fees, promotion and sponsorship fees, hospitality rentals (including luxury suites, chalets and the hospitality portion of club seating), advertising revenues, royalties from licenses of our trademarks and track rentals, as well as from catering, merchandise and food concession services at mostall of our facilities.motorsports facilities that host NASCAR Winston Cup Series events. We also own and operate the Motor Racing Network, Inc. radio network, or MRN Radio, the nation’s largest independent sportsmotorsports radio network in terms of event programming, and DAYTONA USA — The Ultimate Motorsports Attraction, a motorsports-themed entertainment complex and the Official Attraction of NASCAR.

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     We have grown significantly in recent years through both internal and external initiatives. From fiscal 19971998 through fiscal 2001,2002, our revenues increased from $141.4$189.0 million to $528.5$550.6 million, a compound annual growth rate, or CAGR, of 39%31%. In particular, our motorsports related income increased from 33.0%38.0% of our total revenues in fiscal 19971998 to 45.1%47.2% in fiscal 2001, or at2002, a CAGR of 50%38%. Over the same period, our EBITDA increased from $54.8 million to $224.0 million, a CAGR of 42%, and our EBITDA margin increased from 38.8% in fiscal 1997 to 42.4% in fiscal 2001. We remain focused on several growth opportunities, including maximizing our media income and exposure and developing long-term marketing partnerships, whichpartnerships. These initiatives have broadened our financial stability through more predictable and recurring revenues and cash flows and should enable us to enhance our leadership position in the motorsports entertainment industry.

     We were incorporated in 1953 under the laws of the State of Florida under the name “Bill France Racing, Inc.” and changed our name to “Daytona International Speedway Corporation” in 1955.1957. With the groundbreaking for Talladega Superspeedway in 1968, we changed our name to “International Speedway Corporation.” Our principal executive offices are located at 1801 West International Speedway Boulevard, Daytona Beach, Florida 32114, and our telephone number is (386) 254-2700. We maintain a website athttp://www.iscmotorsports.com.www.iscmotorsports.com. The information on our website is not part of this prospectus.

Industry Overview

     Motorsports is among the most popular and fastest growing spectator sports in the United States, with annual attendance at all U.S.United States motorsports events exceeding 17estimated at more than 15 million people. The NASCAR Winston Cup, NASCAR Busch Grand National and NASCAR Craftsman Truck series events, each sanctioned by NASCAR, and the open-wheelopen wheel events sanctioned by IRL and CART are generally the most popular motorsports events in the United States. The largest auto racing category in the United States, in terms of attendance, media exposure and sponsorships, is stock car racing. The most prominent sanctioning body in stock car racing is NASCAR, based on such factors as geographic presence and number of members, series and sanctioned events. We derived approximately 82%84% of our 2001fiscal 2002 revenues from NASCAR-sanctioned racing events at our wholly-owned facilities.

     Evolving from the NASCAR Grand National Series whichthat began in 1950, in the early 1970’s NASCAR created the NASCAR Winston Cup Series.Series in the early 1970’s. In 2002,2003, this premier series will consist of 39 televised events, including three non-championship point events, at 23 tracks operating in 19 states. AmongTotal spectator attendance for NASCAR (including all major U.S. professional sports, NASCAR Winston Cup, events have experienced the greatest increase in spectator attendance, growingNASCAR Busch and NASCAR Craftsman Truck series events) grew at a compound annual rate of 6%approximately 7% from 19901992 to 2001.2002, greater than any other major U.S. professional sport. Approximately 350 million viewers watched NASCAR Winston Cup and NASCAR Busch series televised events in 2002, a 50% increase over 2000. Average household television viewership for the 20012002 NASCAR Winston Cup and NASCAR Busch series increased more than 36%3% and 10%, respectively, over the prior year. More than 280 million television viewers watched2001. The NASCAR Winston Cup televised events in 2001, up 54% fromSeries continues to be the previous year. The demographic numbers showed a 29% increase insecond most-watched regular season sport on television and second highest rated among male viewers ages 18 to 34,18-34 and a 34% increase in male viewers ages 18 to 49.18-49, behind only the NFL. In addition, the 2002 season ending Ford 400 from Homestead-Miami earned a significant milestone was reached with the airing of Talladega’s EA Sports 500. The race’s 4.85.2 Nielsen rating, representing 88.4 million viewers, was the highest nationalNASCAR Winston Cup Series rating ever for an auto race that was broadcast in direct television competition with professional football.the NFL.

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     Motorsports events generally are heavily promoted, with a number of supporting events surrounding each main race event. Examples of supporting events include secondary races, qualifying time trials, practice sessions, driver autograph sessions, automobile and product expositions, catered parties, fan forums, live television and radio shows and other related events, all of which are all designed to maximize the spectators’ overall entertainment experience and enhance the value to sponsors. The primary participants in the business of auto racing are sanctioning bodies, spectators, track operators, sponsors, major automobile manufacturers, drivers, and crew members, team owners and vendors of officially licensed merchandise.

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Business Strengths

     We have experienced significant growth in recent years, which we believe is attributable to the following strengths of our business:

     Our main focus has been driving revenue growth by creating a strong network of facilities across the country. We own, operate and/or have a materialan interest in 14 major motorsports facilities that, in total, have more than 1one million grandstand seats and are located in six of the nation’s top ten media markets. Nearly 80% of the country’s population is located within the primary trading areas a(a 400-mile radius,radius) of our facilities. We promote major events in every monthall ten months of the racing season — more than any other motorsports promoter. Collectively, these 14 facilities are scheduled to promote well over 100 motorsports events during the 20022003 racing season, including 20 NASCAR Winston Cup Series races — 51% of the 20022003 NASCAR Winston Cup Series schedule, including non-championship point events. NASCAR Winston Cup and NASCAR Busch series racing are the most watched forms of motorsports in the United States. In addition, we believe our portfolio of events is very attractive to corporate sponsors who recognize the value of partnering with a leading motorsports promoter.

Long-Term Affiliation with the Motorsports Industry and NASCAR

     Members of the France family have been involved in senior management positions with us since our formation in 1953. We believe that the France family’s extensive network of contacts in the motorsports industry, as well as their reputation as a long-term steward of the sport, enhances our ability to pursue new market and other growth opportunities. We also believe that the France family’s long-standing involvement with us has provided us a number of other significant advantages, including a reduced risk of disruption in our operating policies and long-range strategies, which, in turn, provides an assurance of continuity to employees, sponsors, sanctioning bodies and other entities that enter into commitments or relationships with us. Moreover, our experience and expertise extend beyond stock car racing to a wide variety of other motorsports disciplines, including open-wheel,open wheel, sports carscar and motorcycles.motorcycle events. In addition, the France family has been instrumental in the development of the nation’s motorsports industry through their organization, continued management and ownership of NASCAR, which, in turn, has been influential in the growth and development of both our operationscompany and professional stock car racing generally.

Proven Ability to Capitalize on Marketing Opportunities

     In order to maximize the exposure from advertising and promotions and to increase per capita spending from our customers, we pursue a fully integrated marketing strategy that includes sponsorships, advertising, promotion, licensing and individual consumer initiatives. We believe it is important to market our racing events, facilities and trademarks to both corporate and individual customers. Our leadership position in the motorsports industry enables us to market to a broaderbroad base of corporate and individual customers. Our national footprint has enabled us to create multi-track and multi-year (with staggered maturities) sponsorship opportunities targeting larger corporate customers with higher advertising and marketing budgets. We also believe this footprint helps limit our exposure during uncertain economic times as different regions in the country are impacted in varying degrees. By having facilities located across the

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     We utilize a centralized corporate marketing structure complemented by strong facility resources to provide enhanced value to our marketing partners and develop and execute consumer marketing programs. In 2001,2002, nearly 80 of our corporate marketing partners capitalized on multi-track positions, and we executed more than a dozenseries of promotions targeting customers in tenmultiple markets through e-mail offers, consumer sweepstakes, auctionsretail sales programs and other direct marketing campaigns. We believe it is critical to build strong, long-lasting relationships with our corporate marketing partners. We work closely with our sponsors to understand their needs and to help them achieve their goals, whether it is increased business with consumers or with other corporate partners. We believe that sponsor satisfaction allows us to expand relationships and results in high renewal rates at lower costs.

Highly Predictable and Recurring Revenue Base

     We have strong visibility onregarding our future revenue streams due to long-term media contracts, multi-year sponsorship and luxury suite agreements and recurring ticket and hospitality sales. NASCAR has signed multi-billion dollar television contracts covering its NASCAR Winston Cup Series and NASCAR Busch Grand National Series,series events, a portion of which extend through the 2006 season.season and the remainder of which extend through the 2008 season at NASCAR’s option. We will receive a significant portion of the rights fees under these contracts, assuming the number of NASCAR races held at our tracks each year remains stable and consistent with our past experience. We also have a significant number of long-term

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Proven Ability to Acquire, Develop and Integrate Facilities

     We regularly review acquisition and development prospects that would augment or complement our existing operations or otherwise offer significant growth opportunities. As a result, we have successfully completed several acquisitions over the last few years. In 1999, we acquired Richmond, and through our merger with Penske Motorsports, Inc., we acquired California, Michigan, North Carolina and Nazareth and increased to 90% our ownership in Miami,Homestead-Miami to 90%. We acquired the remaining 10% of which we acquiredHomestead-Miami in October 2001. Each of these businesses was successfully integrated into our operations within twelve months of the transaction. These transactions strategically increased our motorsports presence and were financed through a combination of internal and external financing sources, including investment grade debt.sources.

     Recent examples of development include our Kansas facility and the Chicagoland facility, in which we hold a 37.5% interest, each of whichinterest. Both facilities successfully opened in mid-2001. Both facilities hostedmid-2001 and host significant inaugural schedules featuring major NASCAR, IRL and Automobile Racing Club of America events, and received favorable reviews from the fans, drivers, teams and media.events. In addition, both facilities receivedreceive significant support from corporate marketing partners and individual consumers. For example, both Kansas and Chicagoland sold all of their grandstand seats as season ticket packages —for 2001 and 2002, and Kansas has already sold out on a firstseason ticket basis for a major facility in motorsports entertainment.2003, which includes an additional 1,500 grandstand seats, which are currently under construction.

Highly Experienced and Incentivized Management Team

     William H.G. France, the father of both our Chairman and CEO and the grandfather of our President, founded NASCAR in 1947 and the France family has controlled us since our inception in 1953. The France family has been instrumental in the development of the nation’s motorsports industry through their organization, continued management and ownership of NASCAR. As we derived approximately 82%84% of our 20012002 revenues from NASCAR-sanctioned racing events at our wholly-owned facilities, we are well positioned to benefit from the significant motorsports experience of the France family. In addition, our management team members have on average over 20 years of sports industry experience and collectively have over 400 years of sports industry experience. Management’s interests are aligned with those of our shareholders, as key members of management own shares of our common stock.stock and participate in an incentive stock plan.

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Growth Strategy

     We use the following key strategies to grow and enhance our leadership position in the motorsports entertainment industry:industry.

Maximize Media Income and Exposure

     Our media initiatives are designed to be comprehensive and integrated and include television, radio, newspapers and trade and consumer publications. The most important medium continues to be television, and televised motorsports events continue to experience significant growth in viewership. Since 1997,1998, NASCAR Winston Cup and NASCAR Busch Grand Nationalseries domestic television rights revenues have grown atfrom $75 million in 1998 to $299 million in 2002, a CAGR of 54%, from $46 million in 1997 to $259 million in 2001.41%. During this time, gross television rights revenues attributable to our events, excluding Chicagoland, increased from $13.5$26.8 million to $126.5$145.9 million, a CAGR of 75%53%. We expect media rights revenues to continue to increase based on NASCAR’s announcement that the annual increase in the domestic television contracts will range between 15% and 21% from 2001 through 2006, with an average annual increase of 17%. The increase for fiscal 20022003 is expected to be approximately 15%16%. We anticipate these increases to be a primary driver of revenue over the period, and the associated margins are expected to improve operating results and net earnings.

     In addition to generating substantially higher rights fees, these television rights agreements are expected to createcreating significant indirect benefits for the industry that we believe will help drive futurecontinued growth. For example, network event coverage increased significantly during 2001. In 2001,in 2002, approximately 70%64% of the

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     In addition to opportunities provided through NASCAR’s domestic television broadcast rights agreements, we remain encouraged by the prospects for long-term revenue opportunities from the sale of ancillary media rights, including international rights and internet-related media. Strategic relationships with Turner Sports, America Online, Eurosport and others contribute to growth, and additional agreements are being reached with other media-related partners focused on reaching new audiences and key demographics both domestically and internationally. Also, through MRN Radio, our proprietary motorsports network, we currently produce and syndicate a substantial majority of the NASCAR Winston Cup and NASCAR Busch series events, all the NASCAR Craftsman Truck Series races, and certain other races promoted by third parties and us.

Develop New and Expand Existing Marketing Partnerships

     Marketing partners support us and the motorsports industry in several ways. First, they pay fees to track operators for sponsorship, official status benefits and the use of intellectual properties.property, including logos and trademarks. Second, the promotional and advertising expenditures of marketing partners provide us with indirect marketing benefits by promoting awareness for our events through various distribution channels, including in-store promotions and direct mail campaigns. Third, marketing partners pay fees to track operators for hospitality packages to entertain their customers at events. Finally, marketing partners support racing teams by funding certain operational costs. Accordingly, we devote significant resources to develop new and expand existing relationships with leading companies.

     Marketing partners form a variety of different relationships with track operators. Some contracts allow the marketing partner to name a particular racing event, as in the Pepsi 400 at Daytona, the Pontiac ExcitementPop Secret 400 and the EA Sports 500. Other considerations range from official status designation to advertising and promotional rights in the marketing partner’s product category. Our sponsorship portfolio has evolved dramatically over the past few years. We have been successful in attracting new

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     Similar to media rights, marketing partnerships are primarily multi-year contracts that diversify our revenue stream and result in strong earnings and cash flow visibility. We believe the geographic diversification and key market penetration created by our expansion over the past several years has generated increased value and opportunities for our corporate marketing partners. No other motorsports promoter offers more high-profile events in all ten months of the racing season. The large number of high-profile events we offer has resulted in broader, more comprehensive promotion and increased sponsorship fees. In late 2002, we announced a multi-track relationship with Gatorade, which is the single largest marketing partnership in our history. A sample list of our other sponsors for 2002 included Anheuser Busch, AT&T Broadband,Worldnet, Coors, Dodge, DuPont, Electronic Arts, Ford, Gatorade, General Mills, General Motors, Goodyear, GNC, Home Depot, MBNA, Mattel, Miller, NAPA Auto Parts, Pepsi, Rolex,Pfizer, SunTrust Banks, UPSToyota, Tropicana and Valvoline.UPS.

Maximize Profitability of Existing Events and Facilities

     Spectator demandAttract and Retain Customers. While television and marketing partnership revenues have increased in importance, the consumer is the foundation of our business and remains a primary focus. Our strategic consumer marketing efforts are focused on a variety of initiatives. One method of driving incremental ticket sales for our largest events has continuedis through in-market promotions in conjunction with our corporate marketing partners. In addition, we are using the internet to meet or exceed existing capacity; however, there is often unused capacitydrive incremental ticket sales for otherour events. Our websites, which are integrated with our ticketing system, offer simple, 24 hours a day and seven days a week access for consumers who can buy tickets and merchandise, view three-dimensional sightlines from grandstand seats and suites and review recent news for our facilities and events. Finally, we are focusing considerable efforts to increase attendance at non-sold out events include (i) establishing multiple ticket price points, includingon growing our licensing business. Recognizing the value in building consumer awareness beyond trackside retail distribution, we now have licensed merchandise available on-line, in traditional department store chains and specialty retailers. We are also increasing brand exposure and licensing profitability through the sale of multi-event ticket packages, (ii) strategic marketingdriver and event co-branded products.

     A key factor in retaining customers for our events is providing an attractive product and creating an unforgettable race-day experience. Through a combination of additional staff training and a focus on best practices, we continue to enhance our guest services efforts. In addition, we continue to upgrade the design and quality of our facilities and spectator amenities, which we believe is essential to remain competitive with other productssports and services, including sponsorship promotions and hospitality suites, (iii) continued improvements inentertainment facilities across the country. Finally, by improving the quality and diversity of foodour concessions, catering and beverage concessions,merchandising operations, we are able to offer better products and (iv) other enhancements and upgradesservices to the design, presentation and quality of our promoted events, facilities and spectator amenities.fans, resulting in higher on-site per capita spending.

Modify Event Schedules. While each of our facilitiestracks conducts several major events annually, there is significantan opportunity to increase the utilizationprofitability of these facilities. We strive to maximize our profitability by working with various sanctioning bodies to modifyfacilities through the modification of event schedules. For example,In 2002, successful inaugural NASCAR “Triple Header” weekends were conducted at Darlington and Homestead-Miami. In addition, a NASCAR Busch Grand NationalSeries event has been added towas run the night before Daytona’s 2002 schedule,NASCAR Winston Cup Series Pepsi 400 in July, and, Watkins Glendespite bad weather, attendance levels exceeded the prior year when the event was removed from the 2002 NASCAR Busch Grand National schedule. We believe over the long term a NASCAR Busch Grand National event at Daytona will be more profitable than a NASCAR Busch Grand National eventheld at Watkins Glen dueGlen. We also added three IRL IndyCar Series events to our schedule in 2002. We now promote eight of the prestige and sizesixteen events in the IRL IndyCar Series. While this Series is still relatively new, we believe there is a long-term opportunity for this growing open wheel Series. Finally, we have experienced financial success in our efforts to change the starting times for certain of Daytona, and the ability to hold the event on the evening prior toour events. In February 2003, the NASCAR Winston Cup Pepsi 400Series Bud Shootout at Daytona.Daytona was run under the lights at night for the first time. Despite very cool weather, the event was the second highest attended Bud Shootout in history and the highest rated-prime time NASCAR event ever on the FOX television network.

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     In January 2003, NASCAR announced it would entertain discussions with track operators regarding potential movement of NASCAR Winston Cup Series dates to larger markets where there may be greater demand resulting in an opportunity for increased revenues to the track operators. NASCAR announced these schedule changes could be phased in beginning in fiscal 2004. In addition to the potential positive financial impact for the track operators, NASCAR anticipates the sport’s broadcast and corporate partners could benefit from the additional exposure generated as the events are moved into under-served areas of the country. We believe this could be a significant development and could enhance shareholder value for companies involved in the sport. With our schedule of events, we feel we are in an excellent position to take advantage of this long-term opportunity. For 2004, we have proposed to NASCAR the movement of one NASCAR Winston Cup Series date within our facilities. We expect a decision from NASCAR following its review of the proposals, if any, from all the promoters and the potential impacts on the NASCAR Winston Cup Series schedule.

Expand Existing Facilities

     We manage more than one million total grandstand seats at our facilities across the country. Over the years, we have grown our grandstand seat and suite capacity through a combination of internal and external expansion initiatives. An important component of our strategy has been our long-standing practice of focusing closely on supply and demand regarding additional capacity at our facilities. We continually evaluate the demand for our most popular racing events in order to ensure that additional capacity provides an acceptable rate of return on invested capital. Through prudent expansion, we have historically been able to keep demand at a

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Acquire and Develop Additional Motorsports Facilities

     We regularly review acquisition and development opportunities that would augment or complement our existing operations or otherwise offer growth opportunities. In 1999, we acquired Richmond, and through our merger with Penske Motorsports, acquired California, Michigan, North Carolina and Nazareth and increased our ownership in Homestead-Miami to 90%. We acquired the remaining 10% of Homestead-Miami in October 2001. In addition, in 1997 we acquired Phoenix and the 50% interest in Watkins Glen not previously owned by us. Recent examples of such acquisition and development efforts include Penske Motorsports, RichmondKansas and Kansas, as well as ourChicagoland, in which we have a 37.5% interest, both of which opened in Chicagoland. Wemid-2001.

     During fiscal 1999, we announced our intention to search for a site for a major motorsports facility in the New York metropolitan area. In January 2000, we announced that, through a wholly-owned subsidiary, we entered into an agreement with the New Jersey Sports and Exposition Authority (the “Authority”) granting our subsidiary the right to pursue development of a motorsports facility at the Meadowland Sports Complex in New Jersey. Although we continue to negotiate with the Authority for the right to develop a motorsports facility at the Meadowlands, we are also currently exploring developingevaluating alternative sites in the New York metropolitan area. In light of NASCAR’s announcement regarding potential realignment of the NASCAR

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The Offering

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     The number of shares of class A common stock to be outstanding immediately after this offering is based on 24,536,71125,628,853 shares outstanding as of December 31, 2001.April 30, 2003. This number of shares of class A common stock excludes shares issuable upon exercise of outstanding stock options and shares reserved for future grants under our stock option plans and other stock incentive plans. As of December 31, 2001,April 30, 2003, there were:

	•	45,52881,327 shares of class A common stock issuable upon exercise of stock options, at a weighted average exercise price of $40.63$41.59 per share,share; and
	•	870,998708,774 shares of class A common stock reserved for future grants under our stock incentive plans.

     Immediately prior to the consummation of this offering, White River Investment Limited Partnership will convert 1,800,000 shares of our class B common stock into 1,800,000 shares of our class A common stock, which will be sold pursuant to this prospectus. If the underwriters exercise their over-allotment option, Western Opportunity Limited Partnership will convert 521,643 shares of our class B common stock into 521,643 shares of our class A common stock immediately prior to the sale of such shares of our class A common stock to the underwriters. Unless otherwise specified, the information contained in this prospectus assumes no exercise of the underwriters’ over-allotment option.

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Summary Financial DataSUMMARY FINANCIAL DATA

     The following table sets forth our summary income statement financial data for each of the last five fiscal years in the period ended November 30, 20012002 and for the fiscal quarters ended February 28, 2002 and February 28, 2003. The following table also sets forth our summary balance sheet data as of November 30, 2001.February 28, 2003. The income statement data for the three fiscal years in the period ended November 30, 2001, and the balance sheet data as of November 30, 2001, have2002 has been derived from our audited historical consolidated financial statements included elsewhere in this prospectus, which financial statements have been audited by Ernst & Young LLP, independent certified public accountants, as indicated in their report thereon. The income statement data for the fiscal years ended November 30, 1998 and 19971999 have been derived from our audited historical consolidated financial statements. The income statement data for the fiscal quarters ended February 28, 2002 and 2003 as well as the balance sheet data as of February 28, 2003 have been derived from our unaudited condensed consolidated financial statements included elsewhere in this prospectus and, in the opinion of management, include all adjustments (consisting of only normal recurring adjustments) necessary for a fair presentation of the information set forth therein. The results of operations for the three months ended February 28, 2003 are not necessarily indicative of results for the full year. You should read the selectedsummary financial data set forth below in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the accompanying notes included elsewhere in this prospectus.

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(1)	Earnings per share and weighted average share amounts prior to 1998 have been restated as required to comply withReflects the adoption of Statement of Financial Accounting Standard (“SFAS”) No. 128. See Note 1 to our audited financial statements included142, which resulted in a non-cash after-tax charge of approximately $517.2 million in the first quarter of fiscal 2002. Included in this prospectus.charge is approximately $3.4 million associated with our equity investment in Raceway Associates.
(2)	EBITDA meansDoes not include the operations of Chicagoland or Route 66 Raceway, which are not included in our operating income before depreciation and amortization. EBITDA is a measure commonly used by the financial community but is not prepared in accordance with United States generally accepted accounting principles. While many in the financial community consider EBITDA to be an important measure of comparative operating performance, it should be considered in addition to, but not as a substitute for, operating income, net income, cash flows provided by operating activities and other measures of financial performance prepared in accordance with United States generally accepted accounting principles.income.
(3)	Represents number of grandstand seats at our majority-owned and/or operated major motorsports facilities as of November 30.30 for year end results and February 28 for quarterly results.
(4)	MajorOther major motorsports events meanmeans our NASCAR Winston Cup, NASCAR Busch Grand National,Series, NASCAR Craftsman Truck Series, IRL IndyCar Series, CART FedEx ChampionshipChamp Car World Series, International Race of Champions and Automobile Racing Club of America events conducted at our majority-owned and/or operated motorsports facilities during the period in which they were included in our consolidated earnings.
(5)	Does not reflect the adoption of Statement of Financial Accounting Standard No. 142, which is expected to result in a non-cash after-tax charge of approximately $513.8 million in the first quarter of fiscal 2002. To reflect this charge, total assets and total shareholders’ equity would have been reduced by $584.3 million and $513.8 million, respectively.

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RISK FACTORS

     Before you buy any shares of our class A common stock offered by this prospectus, you should be aware that there are various risks, including those described below. You should consider carefully these risk factors together with all of the other information contained in this prospectus and in the documents that are incorporated by reference before you decide to acquire any shares of our class A common stock.

Risks Related To Our Business

Our success depends on our relationships with motorsports sanctioning bodies, particularly NASCAR.

     Our success has been, and is expected to remain, dependent on maintaining good working relationships with the organizations that sanction the races we promote at our facilities, particularly NASCAR, the sanctioning body for the NASCAR Winston Cup, NASCAR Busch Grand National and NASCAR Craftsman Truck series events. NASCAR-sanctioned races conducted byat our wholly-owned subsidiaries accounted for approximately 82%84% of our total revenues in fiscal 2001.2002.

     Each NASCAR sanctioning agreement is awarded on an annual basis. NASCAR is not required to continue to enter into, renew or extend sanctioning agreements with us to conduct any event. Moreover, although our general growth strategy includes the possible development and/or acquisition of additional motorsports facilities, it cannot be assured that any sanctioning body, including NASCAR, will enter into sanctioning agreements with us to conduct races at any of our newly developed or acquired facilities. Failure to obtain a sanctioning agreement for a major NASCAR event could negatively affect us. Similarly, NASCAR is not obligated to modify its race schedules to allow us to schedule our races more efficiently. By sanctioning an event, NASCAR neither warrants, expressly or by implication, nor takes responsibility for, the success, financial or otherwise, of the sanctioned event or the number or identity of vehicles or competitors participating in the event.

Bad weather could adversely affect us.

     We promote outdoor motorsports events. Weather conditions affect sales of, among other things, tickets, food, drinks and merchandise at these events. Poor weather conditions could have a negative effect on us.

Postponement and/or cancellation of major motorsports events could adversely affect us.us, particularly as it relates to walk-up ticket sales.

     If an event scheduled for one of our facilities is postponed because of weather or other reasons such as, for example, the general postponement of all major sporting events in this countrythe United States following the September 11th terrorist11, 2001 terrorism attacks, we could incur increased expenses associated with conducting the rescheduled event, as well as possible decreased revenues from tickets, food, drinks and merchandise at the rescheduled event. If such an event is cancelled, we would incur the expenses associated with preparing to conduct the event as well as losing the revenues, including live broadcast revenues, associated with the event, to the extent such losses were not covered by insurance.

     If a cancelled event is part of the NASCAR Winston Cup Series or NASCAR Busch Grand National Series,series, we could experience a reduction in the amount of money received from television revenues for all of our NASCAR-sanctioned events in the series that experienced the cancellation. This would occur if, as a result of the cancellation, and without regard to whether the cancelled event was scheduled for one of our facilities, NASCAR experienced a reduction in television revenues greater than the amount scheduled to be paid to the promoter of the cancelled event, without regard to whether the cancelled event was scheduled for one of our facilities.event.

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Our financial results depend significantly on consumer and corporate spending.

     Our financial success depends significantly upon a number of factors relating to discretionary consumer and corporate spending, including economic conditions affecting disposable consumer income and corporate budgets such as:

	•	employment;
	•	business conditions;
	•	interest rates; and
	•	taxation rates.

     These factors can impact both attendance at our events and advertising and marketing dollars available from the motorsports industry’s principal sponsors and potential sponsors. There can be no assurance that consumer and corporate spending will not be affected adversely by economic and other lifestyle conditions, thereby impacting our growth, revenue and profitability. General economic conditions were significantly and negatively impacted by the September 11th11, 2001 terrorist attacks and the war in Iraq and could be similarly affected by any future attacks.attacks, by a terrorist attack at any mass gathering or fear of such attacks, or by other acts or prospects of war. Any future attacks or wars or related threats could also increase our expenses related to insurance, security or other related matters. A weakened economic and business climate, as well as consumer uncertainty created by such a climate, could adversely affect our financial success.

Certainresults. Finally, our financial results could also be adversely impacted by a domestic outbreak of our senior executives may have potential conflicts of interest.severe acute respiratory syndrome or other epidemiological crisis.

     William C. France, our Chairman of the Board, and Chief Executive Officer, and James C. France, our President,Vice Chairman and Chief OperatingExecutive Officer, and one of our directors, control NASCAR. Lesa D.France Kennedy, our Executive Vice President and one of our directors, is also a Vice President of NASCAR. Each of them, as well as our general counsel, spends part of his or her time on NASCAR’s business. Each of these individuals spends substantial time on our business and all of our other executive officers are available to us on a substantially full-time basis. Because of these relationships, certain potential conflicts of interest between us and NASCAR exist with respect to, among other things:

	•	the terms of any sanctioning agreements that may be awarded to us by NASCAR;
	•	the amount of time the employees mentioned above and certain other of our employees devote to NASCAR’s affairs; and
	•	the amounts charged or paid to NASCAR for office rental, transportation costs, shared executives, administrative expenses and similar items.

Our success depends on the availability and performance of key personnel.

     Our continued success depends upon the availability and performance of our senior management team, particularly William C. France, James C. France and Lesa D.France Kennedy. Each of these individuals possesses unique and extensive industry knowledge and experience. While we believe that our senior management team has significant depth, the loss of any of the individuals mentioned above, or our inability to retain and attract key employees in the future, could have a negative effect on our operations and business plans.

We are controlled by the France family.

     TheAfter giving effect to this offering, without giving effect to the underwriters’ over-allotment option, the France family members, together, will beneficially own approximately 39.9%36.11% of our capital stock and approximately 63.1%61.27% of the combined voting power of both classes of our common stock. Accordingly, if members of the France family vote their shares of common stock in the same manner, they can (without

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